IRS 6-K
Irsa Investments & Representations Inc (IRS)
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2024 and for the three-month period ended as of that date, presented comparatively
Legal information
Denomination: IRSA Inversiones y Representaciones Sociedad Anónima.
Fiscal year N°: 82, beginning on July 1st, 2024.
Legal address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina.
Company activity: Real estate investment and development.
Date of registration of the by-laws in the Public Registry of Commerce: June 23, 1943.
Date of registration of last amendment of the by-laws in the Public Registry of Commerce: General Ordinary and Extraordinary Shareholders’ Meeting held on April 27, 2023 and registered in the Superintendence on September 12, 2023 with the number 15555, Book 114 Volume – of Joint Stock Companies.
Expiration of the Company’s by-laws: April 5, 2043.
Registration number with the Superintendence: 213,036.
Capital: 746,893,142 shares. (*)
Common Stock subscribed, issued and paid-up nominal value (in millions of ARS): 7,469.
Parent Company: Cresud Sociedad Anónima, Comercial, Inmobiliaria, Financiera y Agropecuaria
(Cresud S.A.C.I.F. y A.).
Legal Address: 261 Carlos Della Paolera St., 9th floor, Autonomous City of Buenos Aires, Argentina.
Main activity of parent Company: Real estate and agricultural activities.
Direct and indirect interest of the Parent Company on the capital stock: 397,831,498 common shares.
Percentage of votes of the Parent Company (direct and indirect interest) on the shareholders’ equity: 55.88% (1).
| Type of<br>stock | CAPITAL STATUS | |
|---|---|---|
| Shares<br>authorized for Public Offering (2) | Subscribed,<br>issued and paid-up nominal value<br><br><br>(in<br>millions of Argentine<br>Pesos) | |
| Common<br>stock with a face value of ARS 10 per share and entitled to 1 vote<br>each | 746,893,142 | 7,469 |
(1) For computation purposes, treasury shares have been subtracted.
(2) Company not included in the Optional Statutory System of Public Offer of Compulsory Acquisition.
(*) As of September 30, 2024, the capital increase and the issuance of shares resolved by the board of directors on October 15, 2024, was in process of being registered in the “Inspección General de Justicia” (General Inspection of Justice).
Index
| Glossary | 1 |
|---|---|
| Unaudited Condensed Interim Consolidated Statement of Financial<br>Position | 2 |
| Unaudited Condensed Interim Consolidated Statement of Income and<br>Other Comprehensive Income | 3 |
| Unaudited Condensed Interim Consolidated Statement of Changes in<br>Shareholders’ Equity | 4 |
| Unaudited Condensed Interim Consolidated Statement of Cash<br>Flows | 6 |
| Notes to the Unaudited Condensed Interim Consolidated Financial<br>Statements: | |
| Note 1 – The Group’s business and general<br>information | 7 |
| Note 2 – Summary of significant accounting<br>policies | 7 |
| Note 3 – Seasonal effects on operations | 8 |
| Note 4 – Acquisitions and disposals | 9 |
| Note 5 – Financial risk management and fair value<br>estimates | 9 |
| Note 6 – Segment information | 10 |
| Note 7 – Investments in associates and joint<br>ventures | 11 |
| Note 8 – Investment properties | 12 |
| Note 9 – Property, plant and equipment | 15 |
| Note 10 – Trading properties | 15 |
| Note 11 – Intangible assets | 16 |
| Note 12 – Right-of-use assets and lease<br>liabilities | 16 |
| Note 13 – Financial instruments by<br>category | 17 |
| Note 14 – Trade and other receivables | 19 |
| Note 15 – Cash flow and cash equivalent<br>information | 19 |
| Note 16 – Trade and other payables | 20 |
| Note 17 – Borrowings | 20 |
| Note 18 – Provisions | 21 |
| Note 19 – Taxes | 22 |
| Note 20 – Revenues | 23 |
| Note 21 – Expenses by nature | 23 |
| Note 22 – Costs | 23 |
| Note 23 – Other operating results, net | 24 |
| Note 24 – Financial results, net | 24 |
| Note 25 – Related party transactions | 24 |
| Note 26 – CNV General Resolution N°<br>622 | 27 |
| Note 27 – Foreign currency assets and<br>liabilities | 27 |
| Note 28 – Other relevant events of the<br>period | 28 |
| Note 29 – Subsequent events | 28 |
Glossary
The following are not technical definitions, but help the reader to understand certain terms used in the wording of the notes to the Group´s Financial Statements.
| Terms | Definitions |
|---|---|
| Annual<br>Financial Statements | Consolidated<br>Financial Statements as of June 30, 2024 |
| BACS | Banco<br>de Crédito y Securitización S.A. |
| BHSA | Banco<br>Hipotecario S.A. |
| BYMA | Buenos<br>Aires Stock Exchange |
| CNV | Securities<br>Exchange Commission (Argentina) |
| CODM | Chief<br>Operating Decision Maker |
| CPI | Consumer<br>Price Index |
| Cresud | Cresud<br>S.A.C.I.F. y A. |
| Financial<br>Statements | Unaudited<br>Condensed Interim Consolidated Financial Statements |
| GCDI | GCDI<br>S.A. |
| IAS | International<br>Accounting Standards |
| IASB | International<br>Accounting Standards Board |
| IFRS | International<br>Financial Reporting Standards |
| INDEC | Argentine<br>Institute of Statistics and Census |
| IRSA,<br>The Company”, “Us”, “We” | IRSA<br>Inversiones y Representaciones Sociedad Anónima |
| MEP | Electronic<br>Payment Market |
| NIS | New<br>Israeli Shekel |
| New<br>Lipstick | New<br>Lipstick LLC |
| Puerto<br>Retiro | Puerto<br>Retiro S.A. |
1
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement of Financial Position
as of September 30, 2024 and June 30, 2024
(All amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 09.30.2024 | 06.30.2024 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment<br>properties | 8 | 1,697,606 | 1,909,319 |
| Property,<br>plant and equipment | 9 | 41,988 | 40,993 |
| Trading<br>properties | 10,<br>22 | 20,820 | 21,903 |
| Intangible<br>assets | 11 | 67,894 | 72,427 |
| Right-of-use<br>assets | 12 | 6,112 | 11,972 |
| Investments<br>in associates and joint ventures | 7 | 151,518 | 145,066 |
| Deferred<br>income tax assets | 19 | 5,201 | 6,834 |
| Income<br>tax credit | 11 | 12 | |
| Trade<br>and other receivables | 13,<br>14 | 29,252 | 38,345 |
| Investments<br>in financial assets | 13 | 8,743 | 11,428 |
| Derivative<br>financial instruments | 13 | 60 | 63 |
| Total non-current assets | 2,029,205 | 2,258,362 | |
| Current assets | |||
| Trading<br>properties | 10,<br>22 | 583 | 461 |
| Inventories | 22 | 1,187 | 1,211 |
| Income<br>tax credit | 290 | 1,205 | |
| Trade<br>and other receivables | 13,<br>14 | 75,531 | 85,442 |
| Investments<br>in financial assets | 13 | 149,379 | 135,301 |
| Derivative<br>financial instruments | 13 | 77 | - |
| Cash<br>and cash equivalents | 13 | 30,243 | 31,730 |
| Total current assets | 257,290 | 255,350 | |
| TOTAL ASSETS | 2,286,495 | 2,513,712 | |
| SHAREHOLDERS’ EQUITY | |||
| Shareholders'<br>equity attributable to equity holders of the parent (according to<br>corresponding statement) | 1,089,615 | 1,209,497 | |
| Non-controlling<br>interest | 75,902 | 82,744 | |
| TOTAL SHAREHOLDERS’ EQUITY | 1,165,517 | 1,292,241 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 13,<br>17 | 170,404 | 207,834 |
| Lease<br>liabilities | 12 | 3,280 | 10,157 |
| Deferred<br>income tax liabilities | 19 | 551,604 | 628,563 |
| Trade<br>and other payables | 13,<br>16 | 41,314 | 42,965 |
| Income<br>tax liabilities | 17,190 | - | |
| Provisions | 18 | 23,287 | 23,569 |
| Salaries<br>and social security liabilities | 114 | 125 | |
| Total non-current liabilities | 807,193 | 913,213 | |
| Current liabilities | |||
| Borrowings | 13,<br>17 | 209,991 | 203,411 |
| Lease<br>liabilities | 12 | 807 | 2,120 |
| Trade<br>and other payables | 13,<br>16 | 85,885 | 81,505 |
| Income<br>tax liabilities | 6,190 | 7,508 | |
| Provisions | 18 | 3,676 | 4,131 |
| Derivative<br>financial instruments | 13 | - | 4 |
| Salaries<br>and social security liabilities | 7,236 | 9,579 | |
| Total current liabilities | 313,785 | 308,258 | |
| TOTAL LIABILITIES | 1,120,978 | 1,221,471 | |
| TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 2,286,495 | 2,513,712 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| .<br><br><br>Eduardo S. Elsztain<br><br><br>President |
|---|
2
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement of Income and Other Comprehensive Income
for the three-month periods ended September 30, 2024 and 2023
(All amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 09.30.2024 | 09.30.2023 | |
|---|---|---|---|
| Revenues | 20 | 89,873 | 94,939 |
| Costs | 21,<br>22 | (32,458) | (30,894) |
| Gross profit | 57,415 | 64,045 | |
| Net<br>(loss) / gain from fair value adjustment of investment<br>properties | 8 | (225,499) | 316,084 |
| General<br>and administrative expenses | 21 | (11,105) | 1,266 |
| Selling<br>expenses | 21 | (4,349) | (4,975) |
| Other<br>operating results, net | 23 | (4,046) | (1,278) |
| (Loss) / profit from operations | (187,584) | 375,142 | |
| Share<br>of profit of associates and joint ventures | 7 | 8,162 | 6,850 |
| (Loss) / profit before financial results and income<br>tax | (179,422) | 381,992 | |
| Finance<br>income | 24 | 722 | 1,169 |
| Finance<br>costs | 24 | (11,644) | (12,736) |
| Other<br>financial results | 24 | 21,691 | (7,288) |
| Inflation<br>adjustment | 24 | 4,245 | 20,116 |
| Financial results, net | 15,014 | 1,261 | |
| (Loss) / profit before income tax | (164,408) | 383,253 | |
| Income<br>tax expense | 19 | 55,373 | (132,715) |
| (Loss) / profit for the period | (109,035) | 250,538 | |
| Other comprehensive loss: | |||
| Items that may be reclassified subsequently to profit or<br>loss: | |||
| Currency<br>translation adjustment and other comprehensive loss from<br>subsidiaries and associates (i) | (497) | (1,037) | |
| Total other comprehensive loss for the period | (497) | (1,037) | |
| Total comprehensive (loss) / income for the period | (109,532) | 249,501 | |
| (Loss) / profit for the period attributable to: | |||
| Equity<br>holders of the parent | (105,646) | 238,061 | |
| Non-controlling<br>interest | (3,389) | 12,477 | |
| Total comprehensive (loss) / income attributable to: | |||
| Equity<br>holders of the parent | (105,931) | 237,055 | |
| Non-controlling<br>interest | (3,601) | 12,446 | |
| (Loss) / profit per share attributable to equity holders of the<br>parent: (ii) | |||
| Basic | (145.92) | 323.89 | |
| Diluted | (145.92)<br>(iii) | 319.12 |
(i)
Components of other comprehensive income have no impact on income tax.
(ii)
See note 28 to the Annual Consolidated Financial Statements as of June 30, 2024.
(iii)
Given that the result for the period showed losses, there is no diluted effect of such result.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| .<br><br><br>Eduardo S. Elsztain<br><br><br>President |
|---|
3
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
for the three-month period ended September 30, 2024
(All amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | |||||||||||||
| Outstanding shares | Treasury shares | Inflation adjustment of share capital and treasury shares<br>(i) | Warrants (ii) | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 | Other reserves (iv) | Accumulated deficit | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of June 30, 2024 | 7,181 | 234 | 366,751 | 24,782 | 536,420 | (11,556) | 53,754 | 207,970 | 8,487 | 15,474 | 1,209,497 | 82,744 | 1,292,241 |
| Net<br>loss for the period | - | - | - | - | - | - | - | - | - | (105,646) | (105,646) | (3,389) | (109,035) |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | - | (285) | - | (285) | (212) | (497) |
| Total comprehensive loss for the period | - | - | - | - | - | - | - | - | (285) | (105,646) | (105,931) | (3,601) | (109,532) |
| Repurchase<br>of treasury shares (iii) | (115) | 115 | - | - | - | - | - | - | (15,686) | - | (15,686) | - | (15,686) |
| Warrants<br>exercise (ii) | 54 | - | - | (1,362) | 3,048 | - | - | - | - | - | 1,740 | - | 1,740 |
| Capitalization<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | - | 86 | 86 |
| Dividend<br>distribution | - | - | - | - | - | - | - | - | - | - | - | (3,332) | (3,332) |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | - | (5) | - | (5) | 5 | - |
| Balance as of September 30, 2024 | 7,120 | 349 | 366,751 | 23,420 | 539,468 | (11,556) | 53,754 | 207,970 | (7,489) | (90,172) | 1,089,615 | 75,902 | 1,165,517 |
(i) Includes ARS 28 of Inflation adjustment of treasury shares. See Note 17 to the Annual Consolidated Financial Statements as of June 30,2024.
(ii) As of September 30, 2024, the remaining warrants to exercise amount to 71,510,561. See Note 28 to these Financial Statements.
(iii) Related to the Shares Buyback Programs approved by the Board on July 11, 2024. As of September 30, 2024 the Company has bought 11,541,885 shares. See Note 28 to these Financial Statements.
(iv) Group´s other reserves for the period ended September 30, 2024 are comprised as follows:
| Cost of treasury shares | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves (1) | Total Other reserves | |
|---|---|---|---|---|---|---|
| Balance as of June 30, 2024 | (30,145) | 81,807 | (3,269) | 65,122 | (105,028) | 8,487 |
| Other<br>comprehensive loss for the period | - | - | (285) | - | - | (285) |
| Total comprehensive loss for the period | - | - | (285) | - | - | (285) |
| Repurchase<br>of treasury shares | (15,686) | - | - | - | - | (15,686) |
| Changes<br>in non-controlling interest | - | - | - | - | (5) | (5) |
| Balance as of September 30, 2024 | (45,831) | 81,807 | (3,554) | 65,122 | (105,033) | (7,489) |
(1) Includes revaluation surplus.
The Company does not hold any preferred shares, therefore there are no unpaid dividends on such shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
4
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
for the three-month period ended September 30, 2023
(All amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Attributable to equity holders of the parent | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | ||||||||||||||
| Outstanding shares | Shares to issue | Treasury shares | Inflation adjustment of share capital and treasury shares<br>(i) | Warrants | Share premium | Additional paid-in capital from treasury shares | Legal reserve | Special reserve Resolution CNV 609/12 | Other reserves (ii) | Retained earnings | Subtotal | Non-controlling interest | Total Shareholders’ equity | |
| Balance as of June 30, 2023 | 799 | 6,553 | 12 | 366,736 | 26,105 | 533,334 | 2,091 | 41,808 | 207,970 | 49,004 | 273,886 | 1,508,298 | 93,031 | 1,601,329 |
| Net<br>profit for the period | - | - | - | - | - | - | - | - | - | - | 238,061 | 238,061 | 12,477 | 250,538 |
| Other<br>comprehensive loss for the period | - | - | - | - | - | - | - | - | - | (1,006) | - | (1,006) | (31) | (1,037) |
| Total comprehensive (loss) / income for the period | - | - | - | - | - | - | - | - | - | (1,006) | 238,061 | 237,055 | 12,446 | 249,501 |
| Repurchase<br>of treasury shares | (132) | - | 132 | - | - | - | - | - | - | (5,384) | - | (5,384) | - | (5,384) |
| Warrants<br>exercise | - | - | - | - | (21) | 64 | - | - | - | - | - | 43 | - | 43 |
| Issuance<br>of shares | 6,553 | (6,553) | - | - | - | - | - | - | - | - | - | - | - | - |
| Capitalization<br>of irrevocable contributions | - | - | - | - | - | - | - | - | - | - | - | - | 71 | 71 |
| Dividend<br>distribution | - | - | - | - | - | - | - | - | - | - | - | - | (4,669) | (4,669) |
| Changes<br>in non-controlling interest | - | - | - | - | - | - | - | - | - | (11) | - | (11) | - | (11) |
| Balance as of September 30, 2023 | 7,220 | - | 144 | 366,736 | 26,084 | 533,398 | 2,091 | 41,808 | 207,970 | 42,603 | 511,947 | 1,740,001 | 100,879 | 1,840,880 |
(i) Includes ARS 13 of Inflation adjustment of treasury shares. See Note 17 to the Annual Consolidated Financial Statements as of June 30,2024.
(ii) Group’s other reserves for the period ended September 30, 2023 are comprised as follows:
| Cost of treasury shares | Reserve for future dividends | Currency translation adjustment reserve | Special reserve | Other reserves (1) | Total Other reserves | |
|---|---|---|---|---|---|---|
| Balance as of June 30, 2023 | (13,845) | 37,431 | 787 | 129,616 | (104,985) | 49,004 |
| Other<br>comprehensive loss for the period | - | - | (1,006) | - | - | (1,006) |
| Total comprehensive loss for the period | - | - | (1,006) | - | - | (1,006) |
| Repurchase<br>of treasury shares | (5,384) | - | - | - | - | (5,384) |
| Changes<br>in non-controlling interest | - | - | - | - | (11) | (11) |
| Balance as of September 30, 2023 | (19,229) | 37,431 | (219) | 129,616 | (104,996) | 42,603 |
(1) Includes revaluation surplus.
The Company does not hold any preferred shares, therefore there are no unpaid dividends on such shares.
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| .<br><br><br>Eduardo S. Elsztain<br><br><br>President |
|---|
5
IRSA Inversiones y Representaciones Sociedad Anónima
Unaudited Condensed Interim Consolidated Statement of Cash Flows
for the three-month periods ended September 30, 2024 and 2023
(All amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
| Note | 09.30.2024 | 09.30.2023 | |
|---|---|---|---|
| Operating activities: | |||
| Net<br>cash generated from operating activities before income tax<br>paid | 15 | 49,800 | 36,478 |
| Income<br>tax paid | (1,989) | (3,501) | |
| Net cash generated from operating activities | 47,811 | 32,977 | |
| Investing activities: | |||
| Acquisition<br>and improvements of investment properties | (13,872) | (4,172) | |
| Proceeds<br>from sales of investment properties | 105 | 14,977 | |
| Acquisitions<br>and improvements of property, plant and equipment | (1,247) | (760) | |
| Proceeds<br>from sales of property, plant and equipment | - | 3 | |
| Acquisitions<br>of intangible assets | (960) | (309) | |
| Proceeds<br>from sales of interest held in associates and joint<br>ventures | 2,433 | 26,179 | |
| Proceeds<br>from derivative financial instruments | 23 | - | |
| Acquisitions<br>of investments in financial assets | (58,069) | (61,574) | |
| Proceeds<br>from disposal of investments in financial assets | 47,229 | 45,899 | |
| Interest<br>received from financial assets | 3,494 | 1,267 | |
| Proceeds<br>from loans granted to related parties | 222 | - | |
| Increase<br>of loans granted to related parties | - | (161) | |
| Net cash (used in) / generated from investing<br>activities | (20,642) | 21,349 | |
| Financing activities: | |||
| Borrowings,<br>issuance and new placement of non-convertible notes | 4,464 | 3,062 | |
| Payment<br>of borrowings and non-convertible notes | (12,779) | (8,980) | |
| Obtaining<br>/ (payments) of short term loans, net | 13,370 | (6,143) | |
| Interests<br>paid | (10,216) | (6,418) | |
| Repurchase<br>of non-convertible notes | (7,828) | - | |
| Capital<br>contributions from non-controlling interest in<br>subsidiaries | 86 | 71 | |
| Warrants<br>exercise | 1,740 | 43 | |
| Payment<br>of lease liabilities | (763) | (151) | |
| Repurchase<br>of treasury shares | (15,686) | (5,384) | |
| Net cash used in financing activities | (27,612) | (23,900) | |
| Net<br>(decrease) / increase in cash and cash equivalents | (443) | 30,426 | |
| Cash and cash<br>equivalents at the beginning of the period | 13 | 31,730 | 36,391 |
| Inflation<br>adjustment of cash and cash equivalents | (68) | (1,900) | |
| Foreign<br>exchange (loss) / gain on cash and cash equivalents and unrealized<br>fair value result for cash equivalents | (976) | 1,830 | |
| Cash and cash equivalents at end of the period | 13 | 30,243 | 66,747 |
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| .<br><br><br>Eduardo S. Elsztain<br><br><br>President |
|---|
6
IRSA Inversiones y Representaciones Sociedad Anónima
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
(Amounts in millions of Argentine pesos, except otherwise indicated)
Free translation from the original prepared in Spanish for publication in Argentina
1.
The Group’s business and general information
These Financial Statements have been approved for issuance by the Board of Directors, on November 5, 2024.
IRSA was founded in 1943, and it has engaged in diverse real estate activities in Argentina since 1991. IRSA and its subsidiaries are collectively referred to hereinafter as “the Group”.
Cresud is our direct parent company, whose main shareholders are Inversiones Financieras del Sur S.A., Agroinvestment S.A. and Consultores Venture Capital Uruguay S.A., and whose final beneficiary is Eduardo Sergio Elsztain.
As of the end of these Consolidated Financial Statements, the Group owns 15 shopping malls, 5 office buildings, three hotels and an extensive land reserve for future mixed-use developments. Additionally, the Group holds a 29.50% interest in Banco Hipotecario S.A. (BHSA) (see note 7), which is a leading commercial bank in the provision of mortgaged loans in Argentina. BHSA's shares are listed on the BYMA.
The Group operates and holds a majority interest (with the exception of La Ribera Shopping Center, of which it has a 50% ownership interest) in a portfolio of 14 shopping malls in Argentina, six of which are located in the Autonomous City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), two in Buenos Aires province (Alto Avellaneda and Soleil Premium Outlet) and the rest are situated in different provinces (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera in the City of Córdoba, Alto Comahue in the City of Neuquén and La Ribera Shopping in the City of Santa Fe). The Group also owns the historic building where the Patio Olmos Shopping Mall is located, operated by a third party.
Likewise, the Group manages a 5 office buildings portfolio and has majority stakes in 3 luxury hotels including the Libertador and Intercontinental hotels in the Autonomous City of Buenos Aires and the exclusive Llao Llao resort, in the city of San Carlos de Bariloche, in southern Argentina. Additionally, the Group participates in the development of residential properties for sale, as well as in other investments.
2.
Summary of significant accounting policies
2.1.
Basis of preparation
These financial statements have been prepared in accordance with IAS 34 “Interim financial reporting” and should therefore be read in conjunction with the Group's annual Consolidated Financial Statements as of June 30, 2024 prepared in accordance with IFRS Accounting Standards issued by the IASB. Also, these financial statements include additional information required by Law No. 19,550 and / or regulations of the CNV. Such information is included in the notes to these financial statements, as accepted by IFRS Accounting Standards.
These financial statements for the interim periods of three months ended September 30, 2024 and 2023 have not been audited. Management considers that they include all the necessary adjustments to fairly present the results of each period. Intermediate period results do not necessarily reflect the proportion of the Group's results for the entire fiscal years.
IAS 29 "Financial Reporting in Hyperinflationary Economies" requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. To do so, in general terms, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be calculated by non-monetary items. This requirement also includes the comparative information of the financial statements.
7
IRSA Inversiones y Representaciones Sociedad Anónima
In order to conclude on whether an economy is categorized as highly inflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of an accumulated inflation rate in three years that approximates or exceeds 100%. Accumulated inflation in Argentina in three years is over 100%. For that reason, in accordance with IAS 29, Argentina must be considered a country with a highly inflationary economy starting July 1, 2018.
In relation to the inflation index to be used and in accordance with Argentine Federation of Professional Councils in Economic Sciences (FACPCE) Resolution No. 539/18, it is determined based on the Wholesale Price Index (IPIM) until 2016, considering the average variation of the Consumer Price Index (CPI) of the Autonomous City of Buenos Aires for the months of November and December 2015, because during those two months there were no national IPIM measurements. Then, from January 2017, the National Consumer Price Index (National CPI) is considered.
The table below presents the index for the period between the last fiscal year and as of September 30, 2024, and for the 12-month period ending on the same date, according to official statistics (INDEC) and following the guidelines described in Resolution 539/18.
| As of<br>September 30, 2024 (three months) | As of<br>September 30, 2024 (twelve months) | |
|---|---|---|
| Price<br>variation | 12% | 209% |
As a consequence of the aforementioned, these Unaudited Condensed Interim Consolidated Financial Statements as of September 30, 2024 and their comparative information were restated in accordance with IAS 29.
2.2.
Significant accounting policies
The accounting policies applied in the presentation of these Financial Statements are consistent with those applied in the preparation of the Annual Financial Statements, as described in Note 2 to those Financial Statements.
2.3.
Comparability of information
Balance items as of June 30, 2024 and September 30, 2023 presented in these Unaudited Condensed Interim Consolidated Financial Statements for comparative purposes arise from the financial statements as of and for such periods restated according to IAS 29 (See note 2.1).
2.4.
Use of estimates
The preparation of Financial Statements at a certain date requires Management to make estimations and evaluations affecting the amount of assets and liabilities recorded and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual results might differ from the estimates and evaluations made at the date of preparation of these financial statements. In the preparation of these financial statements, the significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same as the ones applied by the Group in the preparation of the Annual Financial Statements described in Note 3 to those Financial Statements.
3.
Seasonal effects on operations
The operations of the Group’s shopping malls are subject to seasonal effects, which affect the level of sales recorded by lessees. During summertime in Argentina (January and February), the lessees of shopping malls experience the lowest sales levels in comparison with the winter holidays (July) and Christmas and year-end holidays celebrated in December, when they tend to record peaks of sales. Apparel stores generally change their collections during the spring and the fall, which impacts positively on shopping malls sales. Sale discounts at the end of each season also affect the business. As a consequence, for shopping mall operations, a higher level of business activity is expected in the period from July through December, compared to the period from January through June.
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IRSA Inversiones y Representaciones Sociedad Anónima
4.
Acquisitions and disposals
Significant acquisitions and disposals for the three-month period ended September 30, 2024 are detailed below. Significant acquisitions and disposals for the fiscal year ended June 30, 2024, are detailed in Note 4 to the Annual Financial Statements.
1.
Zetol
- Payment of installments for share purchase
On July 12, 2024, the payment of the installments for the purchase of shares in Zetol, corresponding to Towers 3 and 4, was completed for a total amount of USD 8.9 million, including units, parking spaces, and credits in favor of VAM and Zetol for Towers 1 and 2.
2.
Purchase of property adjacent to Alto Avellaneda shopping mall
On August 1, 2024, IRSA acquired a property adjacent to its Alto Avellaneda shopping mall, located at Gral. Güemes 861, Avellaneda, Province of Buenos Aires.
The property has a total area of 86,861 square meters and a built-up area of 32,660 square meters, with potential for future expansion.
The purchase price was set at USD 12.2 million, of which USD 9.2 million has already been paid, and the remaining USD 3 million will be settled upon the transfer of the title deed, which will be granted within 3 years from the signing of the preliminary sales agreement. The transaction includes the assignment to IRSA of the existing lease agreements until their original expiration and the signing of a new lease agreement with the supermarket for 3 years.
3.
Merger by absorption of IRSA and Centro de Entretenimiento La Plata S.A.
On September 11, 2024, IRSA and Centro de Entretenimiento La Plata S.A. (CELAP) Boards of Directors approved the prior merger agreement between both companies and the corresponding special financial statements as of June 30, 2024, initiating the corporate reorganization process under the terms of art. 82 et seq. of the General Law of Companies. The merger process has particular characteristics given that IRSA is included in the public offering regime, reason why, not only apply the current provisions of the General Law of Companies but also the procedures established regarding reorganization of companies of the Regulations of the “Comisión Nacional de Valores” (National Securities Commission) and the markets, both national and foreign, where its shares are listed.
The Merger was carried out in order to streamline the technical, administrative, operational and economic resources of both Companies.
On October 28, 2024, the Shareholders' Meetings of IRSA and CELAP were held, approving the merger by absorption, whose effective date was established on July 1, 2024. As of that date, the transfer to the absorbent of the totality of the equity of the absorbed company, thereby incorporating all its rights and obligations, assets and liabilities into the equity of the absorbing company.
Likewise, and in accordance with the prior merger agreement, there is no exchange ratio, since IRSA, in its capacity as the controlling company of CELAP with a 100% share, does not receive its own shares given that its holding in CELAP already it is incorporated into its equity.
5.
Financial risk management and fair value estimates
These Financial Statements do not include all the information and disclosures on financial risk management; therefore, they should be read along with Note 5 to the Annual Financial Statements. There have been no changes in risk management or risk management policies applied by the Group since year-end.
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IRSA Inversiones y Representaciones Sociedad Anónima
From June 30, 2024 and up to the date of issuance of these Financial Statements, there have been no significant changes in business or economic circumstances affecting the fair value of the Group's assets or liabilities (either measured at fair value or amortized cost).
6.
Segment information
Segment information was prepared and classified according to the business in which the Group operates, they were described in Note 6 to the Annual Financial Statements.
Below is a summary of the Group’s operating segments and a reconciliation between the operating income according to segment information and the operating income of the Statements of Income and Other Comprehensive Income of the Group for the three-month periods ended September 30, 2024 and 2023:
| 09.30.2024 | |||||
|---|---|---|---|---|---|
| Total | Joint ventures (1) | Expenses and collective promotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 72,495 | (426) | 17,804 | - | 89,873 |
| Costs | (14,595) | 42 | (17,905) | - | (32,458) |
| Gross profit / (loss) | 57,900 | (384) | (101) | - | 57,415 |
| Net<br>loss from fair value adjustment of investment<br>properties | (225,633) | 134 | - | - | (225,499) |
| General<br>and administrative expenses | (11,201) | 65 | - | 31 | (11,105) |
| Selling<br>expenses | (4,377) | 28 | - | - | (4,349) |
| Other<br>operating results, net | (4,059) | (3) | 47 | (31) | (4,046) |
| (Loss) / profit from operations | (187,370) | (160) | (54) | - | (187,584) |
| Share<br>of profit of associates and joint ventures | 7,927 | 235 | - | - | 8,162 |
| Segment loss | (179,443) | 75 | (54) | - | (179,422) |
| Reportable<br>assets | 1,968,707 | 519 | - | 317,269 | 2,286,495 |
| Reportable<br>liabilities (i) | - | - | - | (1,120,978) | (1,120,978) |
| Net reportable assets | 1,968,707 | 519 | - | (803,709) | 1,165,517 |
| 09.30.2023 | |||||
| --- | --- | --- | --- | --- | --- |
| Total | Joint ventures (1) | Expenses and collective promotion funds | Elimination of inter-segment transactions and non-reportable assets<br>/ liabilities (2) | Total as per statement of income / statement of financial<br>position | |
| Revenues | 78,185 | (448) | 17,202 | - | 94,939 |
| Costs | (13,370) | 43 | (17,567) | - | (30,894) |
| Gross profit / (loss) | 64,815 | (405) | (365) | - | 64,045 |
| Net<br>gain / (loss) from fair value adjustment of investment<br>properties | 316,055 | 29 | - | - | 316,084 |
| General<br>and administrative expenses | 1,060 | 58 | - | 148 | 1,266 |
| Selling<br>expenses | (5,018) | 43 | - | - | (4,975) |
| Other<br>operating results, net | (1,300) | (3) | 173 | (148) | (1,278) |
| Profit / (loss) from operations | 375,612 | (278) | (192) | - | 375,142 |
| Share<br>of profit of associates and joint ventures | 6,427 | 423 | - | - | 6,850 |
| Segment profit / (loss) | 382,039 | 145 | (192) | - | 381,992 |
| Reportable<br>assets | 2,909,481 | 225 | - | 369,918 | 3,279,624 |
| Reportable<br>liabilities (i) | - | - | - | (1,438,728) | (1,438,728) |
| Net reportable assets | 2,909,481 | 225 | - | (1,068,810) | 1,840,896 |
(1) Represents the equity value of joint ventures that were proportionately consolidated for segment information.
(2) Includes amounts pertaining to building administration expenses and collective promotion funds (“FPC”, as per its Spanish acronym) as well as total recovered costs, whether by way of expenses or other concepts included under financial results (for example default interest and other concepts). Includes deferred income tax assets, income tax credits, trade and other receivables, investment in financial assets, cash and cash equivalents and intangible assets except for rights to receive future units under barter agreements.
(i) The CODM focuses its review on reportable assets.
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IRSA Inversiones y Representaciones Sociedad Anónima
Below is a summarized analysis of the segments from the Group for the three-month periods ended September 30, 2024 and 2023:
| 09.30.2024 | ||||||
|---|---|---|---|---|---|---|
| Shopping Malls | Offices | Sales and developments | Hotels | Others (i) | Total | |
| Revenues | 51,841 | 4,101 | 1,462 | 13,822 | 1,269 | 72,495 |
| Costs | (3,665) | (287) | (1,382) | (8,445) | (816) | (14,595) |
| Gross profit | 48,176 | 3,814 | 80 | 5,377 | 453 | 57,900 |
| Net<br>loss from fair value adjustment of investment<br>properties | (5,574) | (67,743) | (152,130) | - | (186) | (225,633) |
| General<br>and administrative expenses | (5,074) | (418) | (1,980) | (2,452) | (1,277) | (11,201) |
| Selling<br>expenses | (2,471) | (96) | (421) | (1,055) | (334) | (4,377) |
| Other<br>operating results, net | (73) | (65) | (6,860) | (54) | 2,993 | (4,059) |
| Profit / (loss) from operations | 34,984 | (64,508) | (161,311) | 1,816 | 1,649 | (187,370) |
| Share<br>of profit of associates and joint ventures | - | - | - | - | 7,927 | 7,927 |
| Segment profit / (loss) | 34,984 | (64,508) | (161,311) | 1,816 | 9,576 | (179,443) |
| Investment<br>properties and trading properties | 776,243 | 268,025 | 677,282 | - | 2,212 | 1,723,762 |
| Investment<br>in associates and joint ventures | - | - | - | - | 145,977 | 145,977 |
| Other<br>operating assets | 3,715 | 388 | 53,620 | 35,629 | 5,616 | 98,968 |
| Reportable assets | 779,958 | 268,413 | 730,902 | 35,629 | 153,805 | 1,968,707 |
| 09.30.2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Shopping Malls | Offices | Sales and developments | Hotels | Others (i) | Total | |
| Revenues | 52,994 | 4,895 | 810 | 18,500 | 986 | 78,185 |
| Costs | (3,087) | (303) | (664) | (8,488) | (828) | (13,370) |
| Gross profit | 49,907 | 4,592 | 146 | 10,012 | 158 | 64,815 |
| Net<br>(loss) / gain from fair value adjustment of investment<br>properties | (7,697) | 99,430 | 224,659 | - | (337) | 316,055 |
| General<br>and administrative expenses | (5,958) | (491) | (2,370) | (2,858) | 12,737 | 1,060 |
| Selling<br>expenses | (2,648) | (114) | (720) | (1,335) | (201) | (5,018) |
| Other<br>operating results, net | (612) | (83) | (1,897) | (142) | 1,434 | (1,300) |
| Profit from operations | 32,992 | 103,334 | 219,818 | 5,677 | 13,791 | 375,612 |
| Share<br>of profit of associates and joint ventures | - | - | - | - | 6,427 | 6,427 |
| Segment profit | 32,992 | 103,334 | 219,818 | 5,677 | 20,218 | 382,039 |
| Investment<br>properties and trading properties | 771,869 | 574,036 | 1,359,042 | - | 3,027 | 2,707,974 |
| Investment<br>in associates and joint ventures | - | - | - | - | 126,264 | 126,264 |
| Other<br>operating assets | 2,759 | 426 | 29,973 | 36,039 | 6,046 | 75,243 |
| Reportable assets | 774,628 | 574,462 | 1,389,015 | 36,039 | 135,337 | 2,909,481 |
7.
Investments in associates and joint ventures
Changes in the Group’s investments in associates and joint ventures for the three-month period ended September 30, 2024 and for the year ended June 30, 2024 were as follows:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Beginning of the period / year | 145,049 | 154,441 |
| Sale<br>of interest in associates and joint ventures (i) | (1,487) | (29,373) |
| Capital<br>contributions | 28 | - |
| Share<br>of profit | 8,162 | 38,166 |
| Currency<br>translation adjustment | 77 | (93) |
| Dividends<br>(Note 25) | (311) | (18,092) |
| End of the period / year (ii) | 151,518 | 145,049 |
(i)
As of June 30, 2024, mainly corresponds to the sale of interest in Quality Invest S.A. and GCDI S.A.
(ii)
As of June 30, 2024 includes ARS (17) reflecting interests in companies with negative equity, which were disclosed in “Provisions” (Note 18).
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| % ownership interest | Value of Group's interest in equity | Group's interest in comprehensive income / (loss) | ||||
|---|---|---|---|---|---|---|
| Name of the entity | 09.30.2024 | 06.30.2024 | 09.30.2024 | 06.30.2024 | 09.30.2024 | 09.30.2023 |
| Associates and joint ventures | ||||||
| New<br>Lipstick | 49.96% | 49.96% | 1,147 | 1,211 | (64) | 9 |
| BHSA | 29.50% | 29.89% | 119,291 | 116,381 | 4,398 | 6,081 |
| BACS<br>(1) | 56.34% | 56.35% | 8,432 | 8,520 | (88) | 387 |
| Nuevo<br>Puerto Santa Fe | 50.00% | 50.00% | 4,918 | 4,990 | 240 | 432 |
| La<br>Rural SA | 50.00% | 50.00% | 14,972 | 11,906 | 3,065 | 1,378 |
| GCDI | 27.39% | 27.39% | 2,135 | 1,442 | 692 | (1,376) |
| Other<br>joint ventures | N/A | N/A | 623 | 599 | (4) | 215 |
| Total associates and joint ventures | 151,518 | 145,049 | 8,239 | 7,126 |
Below is additional information about the Group’s main investments in associates and joint ventures:
| Latest financial statements issued | ||||||
|---|---|---|---|---|---|---|
| Name of the entity | Place of business / Country of incorporation | Main activity | Common shares 1 vote | Share capital (nominal value) | (Loss) / profit for the period | Shareholders’ equity |
| Associates and joint ventures | ||||||
| New<br>Lipstick | USA | Real<br>estate | 23,631,037 | (*) 47 | (*) (1) | (*) (48) |
| BHSA | Argentina | Financial | 442,469,223 | (**) 1,500 | (**) 14,909 | (**) 394,755 |
| BACS<br>(1) | Argentina | Financial | 33,125,751 | (**) 88 | (**) (235) | (**) 22,352 |
| Nuevo<br>Puerto Santa Fe | Argentina | Real<br>estate | 138,750 | 28 | 481 | 9,374 |
| La<br>Rural SA | Argentina | Organization<br>of events | 714,998 | 1 | 6,196 | 29,621 |
| GCDI | Argentina | Real<br>estate | 250,729,447 | 915 | 2,023 | 7,792 |
(1)
BHSA owns a 62.28% stake in BACS.
(*)
Amounts in millions of US Dollars under US GAAP.
(**)
Information as of September 30, 2024 according to IFRS.
Puerto Retiro and La Rural (joint venture):
There have been no changes to what was informed in Note 8 to the Annual Financial Statements.
Arcos del Gourmet S.A. (“Arcos” or “AGSA”)
There have been no changes to what was informed in Note 7 to the Annual Financial Statements
8.
Investment properties
Changes in the Group’s investment properties for the three-month period ended September 30, 2024 and for the year ended June 30, 2024 were as follows:
| 09.30.2024 | 06.30.2024 | |||
|---|---|---|---|---|
| Level 2 | Level 3 | Level 2 | Level 3 | |
| Fair value at the beginning of the period / year | 1,165,804 | 743,515 | 1,637,680 | 736,980 |
| Additions | 12,880 | 4,037 | 5,000 | 9,973 |
| Capitalized<br>leasing costs | - | 38 | 18 | 240 |
| Amortization<br>of capitalized leasing costs (i) | (25) | (52) | (151) | (198) |
| Transfers | (198) | (2,721) | (30,742) | (7) |
| Disposals | (117) | (14) | (56,342) | - |
| Currency<br>translation adjustment | (42) | - | (9) | - |
| Net<br>(loss) / gain from fair value adjustment (ii) | (227,633) | 2,134 | (389,650) | (3,473) |
| Fair value at the end of the period / year | 950,669 | 746,937 | 1,165,804 | 743,515 |
(i)
Amortization charges of capitalized leasing costs were recognized in "Costs" in the Statement of Income and Other Comprehensive Income (Note 21).
(ii)
For the three-month period ended September 30, 2024, the net loss from fair value adjustment of investment properties was ARS 225,499. The net impact of the values in pesos of our properties was mainly a consequence of the change in macroeconomic conditions:
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IRSA Inversiones y Representaciones Sociedad Anónima
Level 2:
a)
The value of our office buildings and other rental properties measured in real terms decreased by 18.47% during the three-month period ended as of September 30, 2024, due to the variation of the implicit exchange rate which was well below inflation. Likewise, there is an impact for the sales of the period.
Level 3:
b)
gain of ARS 26,824 as a consequence of the variation in the projected income growth rate increase and the conversion to dollars of the projected cash flow in pesos according to the exchange rate estimates used in the cash flow from shopping malls.
c)
positive impact of ARS 45,164 resulting from the conversion into pesos of the value of the shopping malls in dollars based on the exchange rate at the end of the period.
d)
a decrease of 16 basis points in the discount rate used for cash flows and a decrease of 26 basis points in the discount rate used for perpetuity, mainly due to a decrease in the country-risk rate component and risk-free rate of the WACC discount rate used to discount the cash flow, which led to an increase in the value of the shopping malls of ARS 11,877.
Additionally, due to the impact of the inflation adjustment, ARS 83,217 were reclassified for shopping malls from “Net (loss) / gain from fair value adjustment” to “Inflation Adjustment” in the Statement of Income and Other Comprehensive Income.
The following is the balance by type of investment property of the Group for the three-month period ended September 30, 2024 and for the year ended June 30, 2024:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Shopping<br>Malls (i) | 766,567 | 769,201 |
| Offices<br>and other rental properties | 301,820 | 376,509 |
| Undeveloped<br>parcels of land | 627,082 | 761,307 |
| Properties<br>under development | 523 | 523 |
| Others | 1,614 | 1,779 |
| Total | 1,697,606 | 1,909,319 |
(i) Includes parking spaces.
The following amounts have been recognized in the Statements of Income and Other Comprehensive Income:
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Revenues<br>(Note 20) | 75,000 | 76,345 |
| Direct<br>operating costs | (22,964) | (21,896) |
| Development<br>costs | (512) | (349) |
| Net<br>realized gain from fair value adjustment of investment properties<br>(i) | 11 | 7,203 |
| Net<br>unrealized (loss) / gain from fair value adjustment of investment<br>properties (ii) | (225,510) | 308,881 |
(i) As of September 30, 2024 corresponds (ARS 5) to the realized result from fair value adjustment for the period ((ARS 5) for the sale of parking spaces in Libertador 498) and ARS 16 for realized result from fair value adjustment made in previous years (ARS 16 for the sale of parking spaces in Libertador 498). As of September 30, 2023 corresponds (ARS 9,148) to the realized result from fair value adjustment for the period ((ARS 1,861) for the sale of floors in the “261 Della Paolera” building and (ARS 7,287) for the sale of Maple Building) and ARS 16,351 for realized result from fair value adjustment made in previous years (ARS 8,202 for the sale of floors in the “261 Della Paolera” building, ARS 130 for the sale of parking spaces in Libertador 498 and ARS 8,019 for the sale of Maple Building).
(ii) Includes the result from changes in the fair value of those investment properties that are in the portfolio and have not yet been sold. This was generated in accordance with what is described in the section named "valuation techniques" in Note 9 to the Annual Consolidated Financial Statements as of June 30, 2024, mainly affected by the macroeconomic effects of inflation and changes in the reference exchange rates mentioned therein.
Valuation techniques are described in Note 9 to the Annual Financial Statements. There were no changes to such techniques.
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IRSA Inversiones y Representaciones Sociedad Anónima
Ramblas del Plata (former Costa Urbana) - Costanera Sur, Buenos Aires City
On December 21, 2021, it was published the law from Buenos Aires City congress approving the Regulations for the development of the property of approximately 70 hectares, owned by the Company since 1997, previously known as "Solares de Santa María", located in front of the Río de la Plata in the South Coast of the Autonomous City of Buenos Aires, southeast of Puerto Madero. The published law grants a New Standard, designated: "U73 - Public Park and Costa Urbana Urbanization", which enables the combination of diverse uses such as homes, offices, retail, services, public spaces, education, and entertainment.
The Company will have a construction capacity of 866,806 sqm, which will drive growth for the coming years through the development of mixed-use projects.
IRSA agreed to give in 50.8 hectares for public use, which represents approximately 71% of the total area of the property to the development of public green spaces, pedestrian streets, roadways and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund (FODUS, by its acronym in Spanish) and one for the Innovation Trust, Science and Technology of the Government of the Autonomous City of Buenos Aires, and the sum of USD 2 million in cash and the amount of 3,000,000 sovereign bonds (AL35) which have already been paid.
Likewise, IRSA will be in charge of the infrastructure and road works on the property and will carry out the public space works contributing up to USD 40 million together with the maintenance of the public spaces assigned for 10 years or until the sum of USD 10 million is completed.
On March 2023, Mensura was approved with a proposal for subdivision, fractioning, transfer of streets and public space. On November 15, 2023 the 3 plots were deeded in favor of the Government of the Autonomous City of Buenos Aires as well as the Public Park lot, and the 61 IRSA´s lots were created, receiving the parcel ballots corresponding to those 61 private plots on May 22, 2024.
As of September 30, 2024, the Construction Management was already hired and in the bidding process for Infrastructure Works for the start of works of Stage I (which includes the first stage of the public park that includes the central bay sector). As of the date of issuance of these Unaudited Condensed Interim Consolidated Financial Statements, the Certificate of Environmental Aptitude of Stagge I has already been obtained after the Environmental Public Hearing and begin the works for Stage 1.
“Ramblas del Plata” will change the landscape of Buenos Aires City, giving life to an undeveloped area and will be in an exceptional property due to its size, location and connectivity, providing the City the possibility of expanding and recovering access to the Río de la Plata coast with areas for walks, recreation, green spaces, public parks and mixed uses.
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9.
Property, plant and equipment
Changes in the Group’s property, plant and equipment for the three-month period ended September 30, 2024 and for the year ended June 30, 2024 were as follows:
| Buildings and facilities | Machinery and equipment | Others (i) | 09.30.2024 | 06.30.2024 | |
|---|---|---|---|---|---|
| Costs | 97,206 | 39,480 | 9,217 | 145,903 | 142,180 |
| Accumulated<br>depreciation | (60,098) | (37,554) | (7,258) | (104,910) | (99,903) |
| Net book amount at the beginning of the period / year | 37,108 | 1,926 | 1,959 | 40,993 | 42,277 |
| Additions | 1,009 | 120 | 118 | 1,247 | 3,731 |
| Disposals | - | - | - | - | (13) |
| Currency<br>translation adjustment | - | - | (4) | (4) | (6) |
| Transfers | - | 1,010 | - | 1,010 | 11 |
| Depreciation<br>charges (ii) | (905) | (256) | (97) | (1,258) | (5,007) |
| Balances at the end of the period / year | 37,212 | 2,800 | 1,976 | 41,988 | 40,993 |
| Costs | 98,215 | 40,610 | 9,331 | 148,156 | 145,903 |
| Accumulated<br>depreciation | (61,003) | (37,810) | (7,355) | (106,168) | (104,910) |
| Net book amount at the end of the period / year | 37,212 | 2,800 | 1,976 | 41,988 | 40,993 |
(i)
Includes furniture and fixtures and vehicles.
(ii)
As of September 30, 2024, depreciation charges of property, plant and equipment were recognized as follows: ARS 925 in "Costs", ARS 331 in "General and administrative expenses" and ARS 2 in "Selling expenses", respectively in the Statement of Income and Other Comprehensive Income (Note 21).
10.
Trading properties
Changes in the Group’s trading properties for the three-month period ended September 30, 2024 and for the year ended June 30, 2024 were as follows:
| Completed properties | Properties under development | Undeveloped sites | 09.30.2024 | 06.30.2024 | |
|---|---|---|---|---|---|
| Beginning of the period / year | 2,394 | 10,034 | 9,936 | 22,364 | 25,742 |
| Additions | - | 230 | 163 | 393 | 1,020 |
| Currency<br>translation adjustment | - | (919) | - | (919) | (1,190) |
| Disposals | - | (431) | (4) | (435) | (3,208) |
| End of the period / year | 2,394 | 8,914 | 10,095 | 21,403 | 22,364 |
| Non-current | 20,820 | 21,903 | |||
| Current | 583 | 461 | |||
| Total | 21,403 | 22,364 |
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IRSA Inversiones y Representaciones Sociedad Anónima
11.
Intangible assets
Changes in the Group’s intangible assets for the three-month period ended September 30, 2024 and for the year ended June 30, 2024 were as follows:
| Goodwill | Information systems and software | Future units to be received from barters and others | 09.30.2024 | 06.30.2024 | |
|---|---|---|---|---|---|
| Costs | 2,000 | 13,038 | 74,243 | 89,281 | 49,139 |
| Accumulated<br>amortization | - | (12,172) | (4,682) | (16,854) | (16,039) |
| Net book amount at the beginning of the period / year | 2,000 | 866 | 69,561 | 72,427 | 33,100 |
| Additions | - | 960 | - | 960 | 9,671 |
| Disposals | - | - | (125) | (125) | (266) |
| Impairment | - | - | (7,002) | (7,002) | - |
| Transfers | - | 1,909 | - | 1,909 | 30,737 |
| Amortization<br>charges (i) | - | (264) | (11) | (275) | (815) |
| Balances at the end of the period / year | 2,000 | 3,471 | 62,423 | 67,894 | 72,427 |
| Costs | 2,000 | 15,907 | 67,116 | 85,023 | 89,281 |
| Accumulated<br>amortization | - | (12,436) | (4,693) | (17,129) | (16,854) |
| Net book amount at the end of the period / year | 2,000 | 3,471 | 62,423 | 67,894 | 72,427 |
(i)
As of September 30, 2024, amortization charges were recognized in the amount of ARS 247 in "Costs", ARS 26 in "General and administrative expenses" and ARS 2 in "Selling expenses", in the Statement of Income and Other Comprehensive Income (Note 21).
12.
Right-of-use assets and lease liabilities
The Group’s right-of-use assets as of September 30, 2024 and June 30, 2024 are the following:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Offices,<br>shopping malls and other rental properties | 2,188 | 2,316 |
| Convention<br>center | 3,924 | 9,656 |
| Total Right-of-use assets | 6,112 | 11,972 |
| Non-current | 6,112 | 11,972 |
| Total | 6,112 | 11,972 |
The depreciation charge of the right-of use-assets is detailed below:
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Offices,<br>shopping malls and other rental properties | 128 | 109 |
| Convention<br>center | 244 | 163 |
| Total depreciation of right-of-use assets (i) | 372 | 272 |
(i)
As of September 30, 2024, amortization charges were recognized as follows: ARS 253 in "Costs", ARS 21 in "General and administrative expenses" and ARS 98 in "Selling expenses", respectively in the Consolidated Statement of Income and Other Comprehensive Income (Note 21).
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IRSA Inversiones y Representaciones Sociedad Anónima
The Group’s lease liabilities as of September 30, 2024 and June 30, 2024 are the following:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Offices,<br>shopping malls and other rental properties | 2,013 | 2,218 |
| Convention<br>center | 2,074 | 10,059 |
| Total lease liabilities | 4,087 | 12,277 |
| Non-current | 3,280 | 10,157 |
| Current | 807 | 2,120 |
| Total | 4,087 | 12,277 |
13.
Financial instruments by category
This note presents the financial assets and financial liabilities by category of financial instrument and a reconciliation to the corresponding line in the Consolidated Statements of Financial Position, as appropriate. Financial assets and liabilities measured at fair value are assigned based on their different levels in the fair value hierarchy. For further information related to fair value hierarchy refer to Note 14 to the Annual Financial Statements. Financial assets and financial liabilities as of September 30, 2024 are the following:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
|---|---|---|---|---|---|---|
| Level 1 | Level 3 | |||||
| September 30, 2024 | ||||||
| Assets as per Statements of Financial Position | ||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 14) | 86,206 | - | - | 86,206 | 21,738 | 107,944 |
| Investments<br>in financial assets: | ||||||
| -<br>Public companies’ securities | - | 17,684 | - | 17,684 | - | 17,684 |
| -<br>Mutual funds | - | 77,407 | - | 77,407 | - | 77,407 |
| -<br>Bonds | - | 54,288 | - | 54,288 | - | 54,288 |
| -<br>Others | 3,715 | 5,028 | - | 8,743 | - | 8,743 |
| Derivative<br>financial instruments: | ||||||
| -<br>Options on companies | 60 | - | - | 60 | - | 60 |
| -<br>Bond futures | - | 63 | - | 63 | - | 63 |
| -<br>Warrants | - | - | 14 | 14 | - | 14 |
| Cash<br>and cash equivalents: | ||||||
| -<br>Cash at bank and on hand | 19,778 | - | - | 19,778 | - | 19,778 |
| -<br>Short-term investments | 6,905 | 3,560 | - | 10,465 | - | 10,465 |
| Total assets | 116,664 | 158,030 | 14 | 274,708 | 21,738 | 296,446 |
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 3 | |||||
| September 30, 2024 | ||||||
| Liabilities as per Statements of Financial Position | ||||||
| Trade<br>and other payables (Note 16) | 46,892 | - | - | 46,892 | 80,307 | 127,199 |
| Borrowings<br>(Note 17) | 380,395 | - | - | 380,395 | - | 380,395 |
| Total liabilities | 427,287 | - | - | 427,287 | 80,307 | 507,594 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Financial assets and financial liabilities as of June 30, 2024 were as follows:
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Subtotal financial assets | Non-financial assets | Total | ||
|---|---|---|---|---|---|---|
| Level 1 | Level 3 | |||||
| June 30, 2024 | ||||||
| Assets as per Statements of Financial Position | ||||||
| Trade<br>and other receivables (excluding the allowance for doubtful<br>accounts and other receivables) (Note 14) | 100,871 | - | - | 100,871 | 26,366 | 127,237 |
| Investments<br>in financial assets: | ||||||
| -<br>Public companies’ securities | - | 19,691 | - | 19,691 | - | 19,691 |
| -<br>Mutual funds | - | 68,614 | - | 68,614 | - | 68,614 |
| -<br>Bonds | - | 46,968 | - | 46,968 | - | 46,968 |
| -<br>Others | 6,186 | 5,242 | 28 | 11,456 | - | 11,456 |
| Derivative<br>financial instruments | ||||||
| -<br>Options on companies | 63 | - | - | 63 | - | 63 |
| Cash<br>and cash equivalents: | ||||||
| -<br>Cash at bank and on hand | 22,991 | - | - | 22,991 | - | 22,991 |
| -<br>Short term investments | - | 8,739 | - | 8,739 | - | 8,739 |
| Total assets | 130,111 | 149,254 | 28 | 279,393 | 26,366 | 305,759 |
| Financial liabilities at amortized cost | Financial liabilities at fair value through profit or<br>loss | Subtotal financial liabilities | Non-financial liabilities | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Level 1 | Level 3 | |||||
| June 30, 2024 | ||||||
| Liabilities as per Statements of Financial Position | ||||||
| Trade<br>and other payables (Note 16) | 41,151 | - | - | 41,151 | 83,319 | 124,470 |
| Borrowings<br>(Note 17) | 411,245 | - | - | 411,245 | - | 411,245 |
| Derivative<br>financial instruments: | ||||||
| -<br>Bond futures | - | 4 | - | 4 | - | 4 |
| Total liabilities | 452,396 | 4 | - | 452,400 | 83,319 | 535,719 |
As of September 30, 2024, there have been no changes to the economic or business circumstances affecting the fair value of the financial assets and liabilities of the Group.
The Group uses a range of valuation models for the measurement of Level 3 instruments, details of which may be obtained from the following table. When there are no quoted prices available in an active market, fair values (especially derivative instruments) are based on recognized valuation methods.
| Description | Pricing model / method | Parameters | Fair value hierarchy | Range |
|---|---|---|---|---|
| Purchase<br>option - Warrant (Others) | Black<br>& Scholes with dilution | Underlying<br>asset price and volatility | Level<br>3 | - |
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IRSA Inversiones y Representaciones Sociedad Anónima
14.
Trade and other receivables
Group’s trade and other receivables as of September 30, 2024 and June 30, 2024 are as follows:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Sale,<br>leases and services receivables | 40,775 | 48,492 |
| Less:<br>Allowance for doubtful accounts | (3,161) | (3,450) |
| Total trade receivables | 37,614 | 45,042 |
| Borrowings,<br>deposits and others | 44,038 | 45,072 |
| Advances<br>to suppliers | 10,953 | 10,453 |
| Tax<br>receivables | 5,630 | 5,526 |
| Prepaid<br>expenses | 2,900 | 2,789 |
| Long-term<br>incentive plan | 1 | 1 |
| Dividends<br>receivable | - | 5,305 |
| Others | 3,647 | 9,599 |
| Total other receivables | 67,169 | 78,745 |
| Total trade and other receivables | 104,783 | 123,787 |
| Non-current | 29,252 | 38,345 |
| Current | 75,531 | 85,442 |
| Total | 104,783 | 123,787 |
Movements on the Group’s allowance for doubtful accounts were as follows:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Beginning of the period / year | 3,450 | 4,974 |
| Additions<br>(i) | 215 | 943 |
| Recovery<br>(i) | (128) | (238) |
| Exchange<br>rate differences | 135 | 3,359 |
| Receivables<br>written off during the period/year as uncollectible | (135) | (12) |
| Inflation<br>adjustment | (376) | (5,576) |
| End of the period / year | 3,161 | 3,450 |
(i)
Additions and recovery of the allowance for doubtful accounts have been included in “Selling expenses” in the Statement of Income and Other Comprehensive Income (Note 21).
15.
Cash flow and cash equivalent information
Following is a detailed description of cash flows generated by the Group’s operations for the three-month periods ended September 30, 2024 and 2023:
| Note | 09.30.2024 | 09.30.2023 | |
|---|---|---|---|
| (Loss)<br>/ profit for the period | (109,035) | 250,538 | |
| Adjustments<br>for: | |||
| Income<br>tax | 19 | (55,373) | 132,715 |
| Amortization<br>and depreciation | 21 | 1,982 | 1,776 |
| Loss<br>from disposal of property, plant and equipment | 23 | - | 4 |
| Net<br>loss / (gain) from fair value adjustment of investment<br>properties | 8 | 225,499 | (316,084) |
| Gain<br>from lease modification | (1,555) | - | |
| Impairment<br>of intangible assets | 7,002 | - | |
| (Gain)<br>/ loss from disposal of associates and joint ventures | 23 | (946) | 1,725 |
| Gain<br>on sale of trading properties | (493) | (80) | |
| Financial<br>results, net | (17,091) | (8,331) | |
| Provisions<br>and allowances | 3,051 | (9,173) | |
| Share<br>of profit of associates and joint ventures | 8 | (8,162) | (6,850) |
| Changes in operating assets and liabilities: | |||
| Increase<br>in inventories | (6) | (275) | |
| Decrease<br>/ (increase) in trading properties | 221 | (62) | |
| Decrease<br>in trade and other receivables | 11,107 | 9,474 | |
| Decrease<br>in trade and other payables | (3,955) | (14,060) | |
| Decrease<br>in salaries and social security liabilities | (2,379) | (4,555) | |
| Decrease<br>in provisions | (67) | (284) | |
| Net cash generated by operating activities before income tax<br>paid | 49,800 | 36,478 |
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IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents a detail of significant non-cash transactions occurred in the three-month periods ended September 30, 2024 and 2023:
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Increase<br>of investments in financial assets through a decrease of<br>investments in associates and joint ventures | 311 | - |
| Other<br>comprehensive loss for the period | 497 | 1,037 |
| Decrease<br>in investment properties through an increase in property, plant and<br>equipment | 1,010 | 12 |
| Decrease<br>in Shareholders’ Equity through a decrease in trade and other<br>receivables | - | 4,669 |
| Increase<br>in right-of-use assets through an increase in lease<br>liabilities | - | 915 |
| Decrease<br>in Shareholders’ Equity through an increase in trade and<br>other payables | 3,332 | - |
| Barter<br>transactions of investment properties | 14 | 698 |
| Decrease<br>in investment properties through an increase in trade and other<br>receivables | - | 2,793 |
| Decrease<br>in investments in associates and joint ventures through an increase<br>in trade and other receivables | - | 2,012 |
| Increase<br>in intangible assets through a decrease in investment<br>properties | 1,909 | - |
| Decrease<br>in borrowings through an increase in trade and other<br>payables | 2,654 | - |
| Increase<br>in investments in associates and joint ventures through an increase<br>in trade and other payables | 28 | - |
| Increase<br>in investment properties through an increase in trade and other<br>payables | 3,069 | - |
| Decrease<br>in right-of-use assets through a decrease in lease<br>liabilities | 5,487 | - |
| Decrease<br>of investment in financial assets through an increase in derivative<br>financial instruments | 28 | - |
16.
Trade and other payables
Group’s trade and other payables as of September 30, 2024 and June 30, 2024 were as follows:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Customers´<br>advances (*) | 40,571 | 43,539 |
| Trade<br>payables | 15,537 | 10,608 |
| Accrued<br>invoices | 8,139 | 8,728 |
| Admission<br>fees (*) | 32,797 | 32,977 |
| Other<br>income to be accrued | 511 | 530 |
| Tenant<br>deposits | 525 | 542 |
| Total trade payables | 98,080 | 96,924 |
| Taxes<br>payable | 6,428 | 6,273 |
| Other<br>payables | 22,691 | 21,273 |
| Total other payables | 29,119 | 27,546 |
| Total trade and other payables | 127,199 | 124,470 |
| Non-current | 41,314 | 42,965 |
| Current | 85,885 | 81,505 |
| Total | 127,199 | 124,470 |
(*) Mainly, corresponds to admission rights and rents collected in advance, which will accrue in an average term of 3 to 5 years.
17.
Borrowings
The breakdown of the Group’s borrowings as of September 30, 2024 and June 30, 2024 was as follows:
| Book value | Fair value | |||
|---|---|---|---|---|
| 09.30.2024 | 06.30.2024 | 09.30.2024 | 06.30.2024 | |
| Non-convertible<br>notes | 333,616 | 368,135 | 338,481 | 347,346 |
| Bank<br>loans and others | 4,140 | 7,365 | 4,140 | 7,365 |
| Bank<br>overdrafts | 38,761 | 28,813 | 38,761 | 28,813 |
| Other<br>borrowings | 1,883 | 4,840 | 1,883 | 4,840 |
| Loans<br>with non-controlling interests | 1,995 | 2,092 | 1,995 | 2,092 |
| Total borrowings | 380,395 | 411,245 | 385,260 | 390,456 |
| Non-current | 170,404 | 207,834 | ||
| Current | 209,991 | 203,411 | ||
| Total | 380,395 | 411,245 |
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IRSA Inversiones y Representaciones Sociedad Anónima
18.
Provisions
The table below shows the movements in the Group's provisions categorized by type:
| Legal claims (iii) | Investments in associates and joint ventures (ii) | 09.30.2024 | 06.30.2024 | |
|---|---|---|---|---|
| Beginning of the period / year | 27,683 | 17 | 27,700 | 28,175 |
| Additions<br>(i) | 1,125 | - | 1,125 | 7,589 |
| Share<br>of loss of associates | - | 12 | 12 | 12 |
| Recovery<br>(i) | (301) | (29) | (330) | (84) |
| Used<br>during the period / year | (67) | - | (67) | (690) |
| Inflation<br>adjustment | (1,477) | - | (1,477) | (7,302) |
| End of the period / year | 26,963 | - | 26,963 | 27,700 |
| Non-current | 23,287 | 23,569 | ||
| Current | 3,676 | 4,131 | ||
| Total | 26,963 | 27,700 |
(i) Additions and recovery of legal claims are included in "Other operating results, net".
(ii) Corresponds to investments in Puerto Retiro, a joint venture with negative equity.
(iii) Includes the provision for the IDBD demand.
IDBD
The Group lost control of IDBD on September 25, 2020.
On September 21, 2020, IDBD filed a lawsuit against Dolphin Netherlands B.V. (“Dolphin BV”) and IRSA before the Tel-Aviv Jaffa District Court (civil case no. 29694-09-20). The amount claimed by IDBD is NIS 140 million, alleging that Dolphin BV and IRSA breached an alleged legally binding commitment to transfer to IDBD 2 installments of NIS 70 million. On December 24, 2020, and following approval by the insolvency court, the IDBD trustee filed a motion to dismiss the claim, maintaining the right as IDBD trustee, to file a new inter alia claim in the same matter, after conduct an investigation into the reasons for IDBD's insolvency. On December 24, 2020, the court entered a judgment to dismiss the claim as requested. On October 31, 2021, the Insolvency Commissioner notified that he did not oppose the motion, and on that same date, the court affirmed the motion initiated by the trustee of IDBD.
On December 26, 2021 IDBD filed the lawsuit against Dolphin BV and IRSA for the sum of NIS 140 million, plus interest and costs.
On January 30, 2023, a copy of the lawsuit was sent to us and we evaluated the legal defense alternatives for the company's interests. Throughout the year 2023 and up to the present date, the legal process has continued as usual, and the Company has responded to all requests made to it.
On January 17, 2024, the Court dismissed the request for asset injunction and embargo on IRSA requested by IDBD. A hearing date has been set in the file dealing with the appeal of jurisdiction and the notification of the lawsuit. A hearing date has also been set in the main claim file, which is currently in the evidentiary stage.
On April 9, 2024, the Court rejected the appeal filed by IRSA regarding the applicable jurisdiction and the form of notification of the claim, ordering that IRSA and Dolphin pay IDBD the sum of NIS 25,000 as expenses. The Court's decision was appealed to the Supreme Court on June 16, 2024 and on June 18, 2024, the Supreme Court refused to address the issue raised.
21
IRSA Inversiones y Representaciones Sociedad Anónima
September 15, 2024 has been set as the deadline for IDBD, IRSA and Dolphin to report to the Court the status of the documentation exchange process. In this process, the parties show each other the requested documentation as part of the evidentiary stage. In a preliminary hearing the parties discussed document requests and agreed to attempt to reach a consensus on the facts of the case. In that hearing, the parties were given until October to present witnesses.
The company is discussing the origin of the claim in terms of its passive legitimacy and, subsidiarily, refuting the substantive arguments raised by IDBD. Notwithstanding this, based on the analysis of the Company's lawyers based on the actions carried out to date, an accounting provision related to this claim has been recorded under the applicable accounting standards. As of the issuance date of these condensed interim financial statements, the legal process is still ongoing.
19.
Taxes
The details of the Group’s income tax, is as follows:
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Current<br>income tax | (19,953) | (4,397) |
| Deferred<br>income tax | 75,326 | (128,318) |
| Income tax | 55,373 | (132,715) |
Below is a reconciliation between income tax recognized and the amount which would result from applying the prevailing tax rate on profit before income tax for the three-month periods ended September 30, 2024 and 2023:
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Loss / (profit) for the period at tax rate applicable in the<br>respective countries | 56,036 | (135,302) |
| Permanent differences: | ||
| Share<br>of profit of associates and joint ventures | 3,760 | 3,927 |
| Provision<br>of tax loss carry forwards | 507 | (402) |
| Accounting<br>Inflation adjustment permanent difference | 4,134 | (4,623) |
| Difference<br>between provision and tax return | (2) | 4,737 |
| Non-taxable<br>profit, non-deductible expenses and others | (3,117) | (4,531) |
| Tax<br>inflation adjustment permanent difference | (5,945) | 3,479 |
| Income tax | 55,373 | (132,715) |
The gross movement in the deferred income tax account is as follows:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Beginning of period / year | (621,729) | (686,695) |
| Deferred<br>income tax charge | 75,326 | 64,966 |
| End of period / year | (546,403) | (621,729) |
| Deferred<br>income tax assets | 5,201 | 6,834 |
| Deferred<br>income tax liabilities | (551,604) | (628,563) |
| Deferred income tax liabilities, net | (546,403) | (621,729) |
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IRSA Inversiones y Representaciones Sociedad Anónima
20.
Revenues
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Base<br>rent | 34,337 | 28,900 |
| Contingent<br>rent | 11,923 | 20,333 |
| Admission<br>rights | 5,016 | 4,598 |
| Parking<br>fees | 2,929 | 2,859 |
| Commissions | 1,743 | 677 |
| Property<br>management fees | 498 | 463 |
| Others | 688 | 573 |
| Averaging<br>of scheduled rent escalation | 62 | 740 |
| Rentals and services income | 57,196 | 59,143 |
| Revenue<br>from hotels operation and tourism services | 13,820 | 18,482 |
| Sale<br>of trading properties | 1,053 | 112 |
| Total revenues from sales, rentals and services | 72,069 | 77,737 |
| Expenses<br>and collective promotion fund | 17,804 | 17,202 |
| Total revenues from expenses and collective promotion<br>funds | 17,804 | 17,202 |
| Total Group’s revenues | 89,873 | 94,939 |
21.
Expenses by nature
The Group discloses expenses in the statements of income by function as part of the line items “Costs”, “General and administrative expenses” and “Selling expenses”. The following table provides additional disclosures regarding expenses by nature and their relationship to the function within the Group.
| Costs | General and administrative expenses | Selling expenses | 09.30.2024 | 09.30.2023 | |
|---|---|---|---|---|---|
| Cost<br>of sale of goods and services | 1,807 | - | - | 1,807 | 1,558 |
| Salaries,<br>social security costs and other personnel expenses | 11,926 | 4,947 | 639 | 17,512 | 17,305 |
| Depreciation<br>and amortization | 1,502 | 378 | 102 | 1,982 | 1,776 |
| Fees<br>and payments for services | 1,160 | 1,399 | 361 | 2,920 | 3,087 |
| Maintenance,<br>security, cleaning, repairs and others | 10,131 | 1,075 | 15 | 11,221 | 10,664 |
| Advertising<br>and other selling expenses | 2,632 | 10 | 929 | 3,571 | 4,610 |
| Taxes,<br>rates and contributions | 2,105 | 529 | 2,171 | 4,805 | 5,043 |
| Director´s<br>fees (Note 25) (i) | - | 2,140 | - | 2,140 | (11,387) |
| Leases<br>and service charges | 434 | 142 | 6 | 582 | 364 |
| Allowance<br>for doubtful accounts, net | - | - | 87 | 87 | 167 |
| Other<br>expenses | 761 | 485 | 39 | 1,285 | 1,416 |
| Total as of September 30, 2024 | 32,458 | 11,105 | 4,349 | 47,912 | - |
| Total as of September 30, 2023 | 30,894 | (1,266) | 4,975 | - | 34,603 |
(i) On 5 October 2023, fees to the Board of Directors were approved at the General Ordinary and Extraordinary Shareholders' Meeting for ARS 9,050 (nominal values). The Board of Directors of the Company had proposed Director´s fees for ARS 13,500 (nominal values) and accordingly made provision for such amount in the Annual Consolidated Financial Statements as of June 30, 2023, issued on September 5, 2023, and submitted to the CNV. During the period ended September 30, 2023, with the final approval of said fee, the Company proceeded to recover the excess in the provision restated at the end of the period, with a balancing entry in the line that gave rise to it.
22.
Costs
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Inventories<br>at the beginning of the period | 23,575 | 27,118 |
| Purchases<br>and expenses | 32,827 | 30,885 |
| Currency<br>translation adjustment | (919) | (226) |
| Disposals | (435) | (31) |
| Inventories<br>at the end of the period | (22,590) | (26,852) |
| Total costs | 32,458 | 30,894 |
23
IRSA Inversiones y Representaciones Sociedad Anónima
The following table presents the composition of the Group’s inventories as of September 30, 2024 and June 30, 2024:
| 09.30.2024 | 06.30.2024 | |
|---|---|---|
| Real<br>estate | 21,403 | 22,364 |
| Others | 1,187 | 1,211 |
| Total inventories at the end of the period (*) | 22,590 | 23,575 |
(*) Inventories include trading properties and inventories.
23.
Other operating results, net
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Donations | (164) | (102) |
| Share<br>of (gain) / loss from disposal of associates and joint<br>ventures | 946 | (1,725) |
| Lawsuits<br>and other contingencies | (824) | (2,047) |
| Administration<br>fees | 140 | 104 |
| Interest<br>and allowances generated by operating credits | 239 | 936 |
| Loss<br>from disposal of property, plant and equipment | - | (4) |
| Impairment<br>of intangible assets | (7,002) | - |
| Others | 2,619 | 1,560 |
| Total other operating results, net | (4,046) | (1,278) |
24.
Financial results, net
| 09.30.2024 | 09.30.2023 | |
|---|---|---|
| Finance<br>income: | ||
| -<br>Interest income | 722 | 1,169 |
| Total finance income | 722 | 1,169 |
| Finance<br>costs: | ||
| -<br>Interest expenses | (10,904) | (11,432) |
| -<br>Other finance costs | (740) | (1,304) |
| Total finance costs | (11,644) | (12,736) |
| Other<br>financial results: | ||
| -<br>Fair value gain of financial assets and liabilities at fair value<br>through profit or loss, net | 7,232 | 895 |
| -<br>Exchange rate differences, net | 14,324 | (12,384) |
| -<br>Gain / (loss) from repurchase of non-convertible notes | 27 | (97) |
| -<br>Gain / (loss) from derivative financial instruments,<br>net | 108 | (25) |
| -<br>Other financial results | - | 4,323 |
| Total other financial results | 21,691 | (7,288) |
| - Inflation<br>adjustment | 4,245 | 20,116 |
| Total financial results, net | 15,014 | 1,261 |
25.
Related party transactions
The following is a summary of the balances with related parties as of September 30, 2024 and June 30, 2024:
| Item | 09.30.2024 | 06.30.2024 |
|---|---|---|
| Trade<br>and other receivables | 25,371 | 31,685 |
| Investments<br>in financial assets | 4,480 | 4,717 |
| Borrowings | (818) | (874) |
| Trade<br>and other payables | (21,349) | (19,176) |
| Total | 7,684 | 16,352 |
24
IRSA Inversiones y Representaciones Sociedad Anónima
| Related party | 09.30.2024 | 06.30.2024 | Description of transaction | Item |
|---|---|---|---|---|
| New<br>Lipstick LLC | 235 | 248 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| Comparaencasa<br>Ltd. | 2,111 | 2,223 | Other<br>investments | Investments<br>in financial assets |
| 272 | 279 | Loans<br>granted | Trade<br>and other receivable | |
| Banco<br>Hipotecario S.A. | 42 | 43 | Leases<br>and/or rights of use receivable | Trade<br>and other receivable |
| - | 5,305 | Dividends<br>receivable | Trade<br>and other receivable | |
| La<br>Rural S.A. | 2,031 | 1,542 | Canon | Trade<br>and other receivable |
| (1) | (2) | Others | Trade<br>and other payables | |
| 3 | 18 | Others | Trade<br>and other receivable | |
| (1) | - | Leases<br>and/or rights of use payable | Trade<br>and other payables | |
| Other<br>associates and joint ventures (1) | (539) | (586) | Loans<br>obtained | Borrowings |
| (28) | - | Irrevocable<br>contributions pending integration | Trade<br>and other payables | |
| 101 | 33 | Management<br>Fee | Trade<br>and other receivable | |
| (13) | (24) | Others | Trade<br>and other payables | |
| 11 | 12 | Others | Trade<br>and other receivable | |
| 1 | 1 | Share<br>based payments | Trade<br>and other payables | |
| 12 | 12 | Loans<br>granted | Trade<br>and other receivable | |
| Total associates and joint ventures | 4,237 | 9,104 | ||
| Cresud | 18 | 626 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable |
| (3,391) | (2,378) | Corporate<br>services payable | Trade<br>and other payables | |
| 454 | 476 | Non-convertible<br>notes | Investments<br>in financial assets | |
| (3) | (3) | Share<br>based payments | Trade<br>and other payables | |
| Total parent company | (2,922) | (1,279) | ||
| Futuros<br>y Opciones S.A. | 8 | 5 | Others | Trade<br>and other receivable |
| Helmir<br>S.A. | (279) | (288) | Non-convertible<br>notes | Borrowings |
| Total subsidiaries of parent company | (271) | (283) | ||
| Directors | (7,472) | (6,252) | Fees<br>for services received | Trade<br>and other payables |
| Galerias<br>Pacifico | 3,474 | 3,643 | Loans<br>granted | Trade<br>and other receivable |
| 2 | 3 | Others | Trade<br>and other payables | |
| Rundel<br>Global LTD | 1,915 | 2,018 | Other<br>investments | Investments<br>in financial assets |
| Yad<br>Levim LTD | 19,088 | 19,816 | Loans<br>granted | Trade<br>and other receivable |
| Sociedad<br>Rural Argentina S.A. | (10,267) | (10,332) | Others | Trade<br>and other payables |
| Others | (34) | (53) | Leases<br>and/or rights of use receivable | Trade<br>and other payables |
| 48 | 35 | Others | Trade<br>and other receivable | |
| (140) | (133) | Others | Trade<br>and other payables | |
| 26 | 65 | Reimbursement<br>of expenses receivable | Trade<br>and other receivable | |
| Total directors and others | 6,640 | 8,810 | ||
| Total at the end of the period / year | 7,684 | 16,352 |
(1)
Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A., Cyrsa S.A. (in liquidation) and Nuevo Puerto Santa Fe S.A.
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IRSA Inversiones y Representaciones Sociedad Anónima
The following is a summary of the results with related parties for the three-month periods ended September 30, 2024 and 2023:
| Related party | 09.30.2024 | 09.30.2023 | Description of transaction |
|---|---|---|---|
| BHN<br>Vida S.A | - | (11) | Leases<br>and/or rights of use |
| BHN<br>Seguros Generales S.A. | - | (4) | Leases<br>and/or rights of use |
| Comparaencasa<br>Ltd. | (115) | 133 | Financial<br>operations |
| Other<br>associates and joint ventures (1) | 12 | 34 | Financial<br>operations |
| (1) | (28) | Leases<br>and/or rights of use | |
| 117 | 87 | Corporate<br>services | |
| Total associates and joint ventures | 13 | 211 | |
| Cresud | 15 | 39 | Leases<br>and/or rights of use |
| (2,664) | (3,050) | Corporate<br>services | |
| (7) | 43 | Financial<br>operations | |
| Total parent company | (2,656) | (2,968) | |
| Helmir | 6 | (12) | Financial<br>operations |
| Total subsidiaries of parent company | 6 | (12) | |
| Directors<br>(2) | (2,140) | 11,387 | Fees<br>and remunerations |
| Senior<br>Management | (159) | (167) | Fees<br>and remunerations |
| Rundel<br>Globa LTD | - | 921 | Financial<br>operations |
| Yad<br>Leviim LTD | 286 | 235 | Financial<br>operations |
| Sociedad<br>Rural Argentina S.A. | 677 | (170) | Financial<br>operations |
| Others | 23 | 15 | Corporate<br>services |
| (52) | (37) | Leases<br>and/or rights of use | |
| (416) | (3) | Financial<br>operations | |
| (137) | (93) | Donations | |
| (275) | (340) | Fees<br>and remuneration | |
| (104) | (148) | Legal<br>services | |
| Total others | (2,297) | 11,600 | |
| Total at the end of the period | (4,934) | 8,831 |
(1)
Includes Avenida Inc., Banco Hipotecario S.A., Cyrsa S.A. (in liquidation), BHN Sociedad de Inversión S.A., La Rural S.A., Nuevo Puerto Santa Fe S.A. and Quality Invest S.A.
(2)
See Note 21 these Financial Statements.
The following is a summary of the transactions with related parties for the three-month periods ended September 30, 2024 and 2023:
| Related party | 09.30.2024 | 09.30.2023 | Description of the operation |
|---|---|---|---|
| Banco<br>Hipotecario S.A. | (1,487) | - | Sale<br>of shares |
| Quality<br>Invest S.A. | - | (29,111) | Sale<br>of shares |
| Total sale of shares | (1,487) | (29,111) | |
| Puerto<br>Retiro S.A. | (28) | - | Irrevocable<br>contributions |
| Total irrevocable contributions | (28) | - | |
| Nuevo<br>Puerto Santa Fe S.A. | 311 | 494 | Dividends<br>received |
| Total dividends received | 311 | 494 |
26
IRSA Inversiones y Representaciones Sociedad Anónima
26.
CNV General Resolution N° 622
As required by Section 1°, Chapter III, Title IV of CNV General Resolution N° 622, below there is a detail of the notes to the Unaudited Condensed Interim Consolidated Financial Statements that disclose the information required by the Resolution in Exhibits.
| Exhibit<br>A - Property, plant and equipment | Note 8<br>Investment properties and Note 9 Property, plant and<br>equipment |
|---|---|
| Exhibit<br>B - Intangible assets | Note 11<br>Intangible assets |
| Exhibit<br>C - Investment in associates | Note 7<br>Investments in associates and joint ventures |
| Exhibit<br>D - Other investments | Note 13<br>Financial instruments by category |
| Exhibit<br>E - Provisions and allowances | Note 14<br>Trade and other receivables and Note 18 Provisions |
| Exhibit<br>F - Cost of sales and services provided | Note 22<br>Costs |
| Exhibit<br>G - Foreign currency assets and liabilities | Note 27<br>Foreign currency assets and liabilities |
27.
Foreign currency assets and liabilities
Book amounts of foreign currency assets and liabilities are as follows:
| Item / Currency (1) | Amount | Peso exchange rate (2) | 09.30.2024 | 06.30.2024 |
|---|---|---|---|---|
| Assets | ||||
| Trade and other receivables | ||||
| US<br>Dollar | 19.75 | 967.50 | 19,112 | 26,849 |
| Euros | 0.01 | 1,078.09 | 11 | 11 |
| Uruguayan<br>pesos | 0.04 | 23.34 | 1 | - |
| Receivables with related parties: | ||||
| US<br>Dollar | 20.24 | 970.50 | 19,647 | 20,400 |
| Total trade and other receivables | 38,771 | 47,260 | ||
| Investments in financial assets | ||||
| US<br>Dollar | 90.10 | 967.50 | 87,170 | 94,744 |
| Pounds | 0.72 | 1,295.58 | 934 | 905 |
| New<br>Israel Shekel | 4.29 | 260.32 | 1,118 | 1,046 |
| Investments with related parties: | ||||
| US<br>Dollar | 2.64 | 970.50 | 2,565 | 2,700 |
| Total investments in financial assets | 91,787 | 99,395 | ||
| Derivative financial instruments | ||||
| US<br>Dollar | 0.08 | 967.50 | 77 | - |
| Total Derivative financial instruments | 77 | - | ||
| Cash and cash equivalents | ||||
| US<br>Dollar | 24.19 | 967.50 | 23,402 | 20,274 |
| Uruguayan<br>pesos | 0.04 | 23.34 | 1 | 13 |
| Pounds | - | 1,295.58 | 3 | 2 |
| Euros | 0.01 | 1,078.09 | 8 | 4 |
| New<br>Israel Shekel | - | 260.32 | 1 | 1 |
| Brazilian<br>Reais | 0.01 | 182.70 | 2 | - |
| Total cash and cash equivalents | 23,417 | 20,294 | ||
| Total Assets | 154,052 | 166,949 | ||
| Liabilities | ||||
| Trade and other payables | ||||
| US<br>Dollar | 18.49 | 970.50 | 17,943 | 18,493 |
| Uruguayan<br>pesos | 1.07 | 23.34 | 25 | 34 |
| Payables to related parties: | ||||
| US<br>Dollar | 10.56 | 970.50 | 10,245 | 10,236 |
| Total Trade and other payables | 28,213 | 28,763 | ||
| Borrowings | ||||
| US<br>Dollar | 301.41 | 970.50 | 292,522 | 325,512 |
| Borrowings with related parties | ||||
| US<br>Dollar | 0.82 | 970.50 | 798 | 851 |
| Total Borrowings | 293,320 | 326,363 | ||
| Derivative financial instruments | ||||
| US<br>Dollar | - | 970.50 | - | 4 |
| Total derivative financial instruments | - | 4 | ||
| Lease liabilities | ||||
| US<br>Dollar | 4.11 | 970.50 | 3,988 | 12,165 |
| Total lease liabilities | 3,988 | 12,165 | ||
| Provisions | ||||
| New<br>Israel Shekel | 85.89 | 260.32 | 22,359 | 22,778 |
| Total Provisions | 22,359 | 22,778 | ||
| Total Liabilities | 347,880 | 390,073 |
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IRSA Inversiones y Representaciones Sociedad Anónima
(1) Considering foreign currencies as those that differ from each Group’s subsidiaries functional currency at each period/year-end.
(2) Exchange rates as of September 30, 2024 according to Banco de la Nación Argentina and Central Bank of the Argentine Republic.
28.
Other relevant events of the period
Shares Buyback Program – New program
On July 11, 2024, the Board of Directors of IRSA approved a new program for the buyback program of shares issued by the Company and established the terms and conditions for the acquisition of treasury shares issued by the Company, under the terms of Article 64. of Law No. 26,831 and the CNV regulations, for up to a maximum amount of ARS 15,000 million and up to 10% of the share capital, up to a daily limit of up to 25% of the average volume of daily transactions that the shares have experienced of the Company, jointly in the markets it is listed, during the previous 90 business days, and up to a maximum price of USD 11 per GDS and ARS 1,550 per share. Likewise, the repurchase period was set at up to 180 days, beginning the day following the date of publication of the information in the Daily Bulletin of the Buenos Aires Stock Exchange.
On September 12, 2024, we completed the share buyback program, having acquired 11,541,885 common shares, representing approximately 99.93% of the approved program and 1.56% of the capital stock of IRSA.
Warrants exercise
During the three-month period ended September 30, 2024, certain warrant holders exercised their right to purchase additional shares. For this reason, USD 1.8 million were received, for converted warrants of 4,157,623.
29.
Subsequent events
“261 Della Paolera” floor sale
On October 15, 2024, we informed that we have sold a floor of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,197 square meters and 8 parking lots located in the building.
The transaction price was approximately USD 7.1 million (MEP) (USD/ square meters 6,000), of which USD 6.0 million has already been paid and the balance of USD 1.1 million, granted with a mortgage, will be paid in 24 monthly installments accruing an interest rate of 8% annually.
After this operation, IRSA retains ownership of 3 floors of the building with an approximate leasable area of 3,670 square meters in addition to parking lots and other complementary spaces.
Local Notes Issuance – Series XXII & XXIII Notes
On October 23, 2024, IRSA informed the results of the auction for two series of notes on the local market for a total amount of USD 67.3 million through the following instruments:
●
Series XXII: Denominated in dollars for USD 15.8 million, with 5.75% interest rate and semiannual interests’ payments (first payment will be on July 23, 2025). The Capital amortization will be 100% at maturity, on October 23, 2027. The issuance price will be 100.0%.
●
Series XXIII: Denominated in dollars for USD 51.5 million, with 7.25% interest rate and semiannual interests’ payments (first payment will be on July 23, 2025). The Capital amortization will be 100% at maturity, on October 23, 2029. The issuance price will be 100.0%.
The funds will be used as defined in the issuance documents.
28
IRSA Inversiones y Representaciones Sociedad Anónima
General Ordinary and Extraordinary Shareholders’ Meeting - IRSA
On October 28, 2024, the General Ordinary and Extraordinary Shareholders’ Meeting was held, where it was resolved to distribute a dividend to shareholders in proportion to their shareholdings, payable in cash for the sum of ARS 90,000 million. The amounts are expressed in currency defined as approved by the Ordinary and Extraordinary Shareholders' Meeting.
Likewise, it was approved to distribute the amount of 25,700,000 treasury shares in the portfolio of nominal value ARS 10, derived from the share repurchase programs, to the shareholders in proportion to their shareholdings, and the request for the issuance and public offer of complementary common shares to those authorized by the CNV on February 8, 2021, within the agreement of the share capital increase by subscription of shares approved by the Shareholders´ Meeting held on October 30, 2019 and the Board of Directors on January 20, 2021 for a total of 80,000,000 common shares of par value ARS 1 (currently par value ARS 10) and with the right to one vote per share and 80,000,000 options with the right to receive common shares.
29
Free translation from the original prepared in Spanish for publication in Argentina
REVIEW REPORT ON THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
IRSA Inversiones y Representaciones Sociedad Anónima
Legal address: Carlos Della Paolera 261 - 9th floor
Autonomous City of Buenos Aires
Tax Registration Number: 30-52532274-9
Introduction
We have reviewed the accompanying unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima and its subsidiaries (hereinafter “the Company”), which comprise the unaudited condensed interim consolidated statement of financial position as of September 30, 2024, the unaudited condensed interim consolidated statements of income and other comprehensive income, of changes in shareholders’ equity and of cash flows for the three month period then ended, and selected explanatory notes.
Management’s responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of these unaudited condensed interim consolidated financial statements in accordance with IFRS accounting standards and is therefore responsible for the preparation and presentation of the unaudited condensed interim consolidated financial statements mentioned in the first paragraph, in accordance with International Accounting Standard 34 Interim Financial Information (IAS 34).
Scope of our review
Our review was limited to the application of the procedures established under International Standards on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, adopted as a review standard in Argentina by Technical Pronouncement No. 33 of the FACPCE and approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of inquiries of Company staff responsible for preparing the information included in the unaudited condensed interim consolidated financial statements and of analytical and other review procedures. This review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
30
Free translation from the original prepared in Spanish for publication in Argentina
Conclusion
On the basis of our review, nothing has come to our attention that causes us to believe that the unaudited condensed interim consolidated financial statements mentioned in the first paragraph of this report have not been prepared, in all material respects, in accordance with International Accounting Standard 34 Interim Financial Reporting.
Report on compliance with current regulations
In accordance with current regulations, we report, in connection with IRSA Inversiones y Representaciones Sociedad Anónima, that:
a)
the unaudited condensed interim consolidated financial statements of IRSA Inversiones y Representaciones Sociedad Anónima have not been transcribed into the Inventory and Balance Sheet book and, except for the above mentioned situation, as regards those matters that are within our competence, they are in compliance with the provisions of the General Companies Law and pertinent resolutions of the National Securities Commission;
b)
the unaudited condensed interim separate financial statements of IRSA Inversiones y Representaciones Sociedad Anónima arise from accounting records carried in all formal aspects in accordance with legal requirements except for i) the lack of transcription to the Inventories and Balance Sheet Book, and ii) the lack of transcription to the General Journal Book of the accounting entries corresponding to the month of September 2024;
c)
we have read the Business Summary (“Reseña Informativa”), on which we have no observations to make regarding matters that are within our competence;
d)
as of September 30, 2024 the debt of IRSA Inversiones y Representaciones Sociedad Anónima accrued in favor of the Argentine Integrated Social Security System, as shown by the Company’s accounting records, amounted to ARS 503,742,891, which was not due at that date.
Autonomous City of Buenos Aires, November 5, 2024.
| PRICE<br>WATERHOUSE & CO. S.R.L.<br><br><br>(Partner) | ABELOVICH,<br>POLANO & ASOCIADOS S.R.L.<br><br><br>(Partner) |
|---|---|
| Carlos Brondo<br><br><br>Public Accountant | Marcelo<br>Héctor Fuxman<br><br><br>Public Accountant |
31
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
I. Brief comment on the Company’s activities during the period, including references to significant events occurred after the end of the period.
Consolidated Results
| (in millions of ARS) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues | 89,873 | 94,939 | (5.3)% |
| Result<br>from fair value adjustment of investment properties | (225,499) | 316,084 | (171.3)% |
| Result from operations | (187,584) | 375,142 | (150.0)% |
| Depreciation<br>and amortization | 1,982 | 1,776 | 11.6% |
| EBITDA (1) | (185,602) | 376,918 | (149.2)% |
| Adjusted EBITDA (1) | 46,910 | 52,621 | (10.9)% |
| Result for the period | (109,035) | 250,538 | (143.5)% |
| Attributable<br>to equity holders of the parent | (105,646) | 238,061 | (144.4)% |
| Attributable<br>to non-controlling interest | (3,389) | 12,477 | (127.2)% |
(1) See Point XVI: EBITDA Reconciliation
Group revenues decreased by 5.3% during the three-months period of 2025 compared to the same period in 2024, primarily due to a decrease in Hotels segment revenues caused by a drop in its activity levels.
Adjusted EBITDA from the rental segments reached ARS 47,118 million, 8.8% lower than the three-month period of the previous year, ARS 41,166 million coming from the Shopping Centers segment, ARS 3,298 million from the office segment and ARS 2,654 million from Hotels segment. Total Adjusted EBITDA reached ARS 46,910 million, decreasing 10.9% compared to the same period of the previous fiscal year.
The net result for the three-month period of fiscal year 2025 registered a loss of ARS 109,035 million, compared to a gain of ARS 250,538 million in the same period of the previous year. This is mainly explained by the loss recorded from changes in the fair value of investment properties due to the impact of a devaluation lower than inflation on those properties valued in USD.
II. Shopping Malls
Our portfolio’s leasable area totaled 336,884 sqm of GLA. Real tenants’ sales of our shopping centers reached ARS 609,121 million in the three-months period of fiscal year 2025, 12.1% lower than in the same period of the previous fiscal year.
Portfolio occupancy during the first quarter of fiscal year 2025 was 96.8%.
Shopping Malls’ Operating Indicators
| IQ 25 | IVQ 24 | IIIQ 24 | IIQ 24 | IQ 24 | |
|---|---|---|---|---|---|
| Gross<br>leasable area (sqm) | 336,884 | 336,545 | 335,866 | 334,845 | 334,737 |
| Tenants’<br>sales (3 months cumulative in current currency) | 609,121 | 569,139 | 464,738 | 808,284 | 692,694 |
| Occupancy | 96.8% | 97.6% | 97.9% | 98.0% | 98.0% |
32
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
Shopping Malls’ Financial Indicators
| (in millions of ARS) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues<br>from sales, leases, and services | 51,841 | 52,994 | (2.2)% |
| Net<br>result from fair value adjustment on investment<br>properties | (5,574) | (7,697) | (27.6)% |
| Result from operations | 34,984 | 32,992 | 6.0% |
| Depreciation<br>and amortization | 608 | 473 | 28.5% |
| EBITDA (1) | 35,592 | 33,465 | 6.4% |
| Adjusted EBITDA (1) | 41,166 | 41,162 | 0.0% |
(1) See Point XVI: EBITDA Reconciliation
Income from this segment during the first quarter of fiscal year 2025 reached ARS 51,841 million, 2.2% lower compared with the same period of the previous fiscal year. Adjusted EBITDA reached ARS 41,166 million, in line with the amount recorded in the same period of 2024.
Operating data of our shopping malls
| Date of acquisition | Location | Gross Leasable Area (sqm)(1) | Stores | Occupancy (2) | IRSA Interest (3) | |
|---|---|---|---|---|---|---|
| Alto<br>Palermo | Dec-97 | City<br>of Buenos Aires | 20,705 | 139 | 99.2% | 100% |
| Abasto Shopping(4) | Nov-99 | City<br>of Buenos Aires | 37,167 | 152 | 99.5% | 100% |
| Alto<br>Avellaneda | Dec-97 | Province<br>of Buenos Aires | 39,559 | 119 | 92.7% | 100% |
| Alcorta<br>Shopping | Jun-97 | City<br>of Buenos Aires | 15,843 | 107 | 99.9% | 100% |
| Patio<br>Bullrich | Oct-98 | City<br>of Buenos Aires | 11,472 | 90 | 92.6% | 100% |
| Dot<br>Baires Shopping | May-09 | City<br>of Buenos Aires | 48,019 | 160 | 96.4% | 80% |
| Soleil | Jul-10 | Province<br>of Buenos Aires | 15,673 | 73 | 100.0% | 100% |
| Distrito<br>Arcos | Dec-14 | City<br>of Buenos Aires | 14,663 | 63 | 99.3% | 90,0% |
| Alto<br>Noa Shopping | Mar-95 | Salta | 19,428 | 83 | 99.4% | 100% |
| Alto<br>Rosario Shopping | Nov-04 | Santa<br>Fe | 34,992 | 131 | 92.7% | 100% |
| Mendoza<br>Plaza Shopping | Dec-94 | Mendoza | 41,511 | 117 | 98.9% | 100% |
| Córdoba<br>Shopping | Dec-06 | Córdoba | 15,604 | 98 | 98.5% | 100% |
| La<br>Ribera Shopping | Aug-11 | Santa<br>Fe | 10,544 | 66 | 89.6% | 50% |
| Alto<br>Comahue | Mar-15 | Neuquén | 11,704 | 84 | 97.0% | 99,95% |
| Patio Olmos(5) | Sep-07 | Córdoba | - | - | - | |
| Total | 336,884 | 1,482 | 96.8% |
(1) Corresponds to gross leasable area in each property. Excludes common areas and parking spaces.
(2) Calculated dividing occupied square meters by leasable area as of the last day of the fiscal period.
(3) Company’s effective interest in each of its business units.
(4) Excludes Museo de los Niños (3,732 square meters in Abasto).
(5) IRSA owns the historic building of the Patio Olmos shopping mall in the Province of Córdoba, operated by a third party.
33
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
Quarterly tenants’ sales as of the first quarter of FY 2025, compared to the same period of fiscal years 2024, 2023, 2022, and 2021
| (ARS million) | IQ 25 | IQ 24 | YoY Var | IQ 23 | IQ 22 | IQ 21 |
|---|---|---|---|---|---|---|
| Alto<br>Palermo | 72,872 | 94,245 | (22.7)% | 80,773 | 54,354 | 2,618 |
| Abasto<br>Shopping | 83,074 | 98,056 | (15.3)% | 92,128 | 53,824 | 1,922 |
| Alto<br>Avellaneda | 67,115 | 67,433 | (0.5)% | 59,909 | 40,194 | 1,879 |
| Alcorta<br>Shopping | 40,430 | 51,836 | (22.0)% | 45,736 | 40,435 | 338 |
| Patio<br>Bullrich | 22,304 | 29,241 | (23.7)% | 27,399 | 19,474 | 3,442 |
| Dot<br>Baires Shopping | 52,574 | 55,048 | (4.5)% | 48,240 | 35,207 | 1,710 |
| Soleil | 41,372 | 39,475 | 4.8% | 34,364 | 29,938 | 3,780 |
| Distrito<br>Arcos | 44,840 | 56,815 | (21.1)% | 49,516 | 34,962 | 10,283 |
| Alto<br>Noa Shopping | 23,503 | 27,907 | (15.8)% | 27,172 | 22,616 | 13,430 |
| Alto<br>Rosario Shopping | 65,370 | 72,149 | (9.4)% | 72,407 | 56,832 | 25,276 |
| Mendoza<br>Plaza Shopping | 41,384 | 42,964 | (3.7)% | 39,537 | 32,524 | 25,191 |
| Córdoba<br>Shopping | 19,746 | 22,564 | (12.5)% | 21,271 | 18,677 | 10,389 |
| La Ribera Shopping(1) | 9,797 | 12,147 | (19.3)% | 11,903 | 8,143 | 2,914 |
| Alto<br>Comahue | 24,740 | 22,814 | 8.4% | 18,892 | 13,689 | 3,125 |
| Total sales | 609,121 | 692,694 | (12.1)% | 629,247 | 460,869 | 106,297 |
(1) Through our joint venture Nuevo Puerto Santa Fe S.A.
Quarterly tenants’ sales per type of business as of the first quarter of FY 2025, compared to the same period of fiscal years 2024, 2023, 2022, and 2021 (1)
| (ARS million) | IQ 25 | IQ 24 | YoY Var | IQ 23 | IQ 22 | IQ 21 |
|---|---|---|---|---|---|---|
| Department<br>Store | 2,220 | - | - | - | - | 7,813 |
| Clothes<br>and footwear | 337,035 | 389,944 | (13.6)% | 358,566 | 274,053 | 50,867 |
| Entertainment | 19,747 | 23,694 | (16.7)% | 24,120 | 10,304 | 106 |
| Home<br>and decoration | 15,194 | 17,738 | (14.3)% | 15,183 | 13,002 | 2,724 |
| Restaurants | 75,604 | 86,620 | (12.7)% | 72,876 | 43,947 | 8,932 |
| Miscellaneous | 79,535 | 82,757 | (3.9)% | 73,690 | 69,311 | 19,764 |
| Services | 14,519 | 14,835 | (2.1)% | 11,090 | 7,413 | 486 |
| Home<br>Appliances | 65,267 | 77,106 | (15.4)% | 73,722 | 42,839 | 15,605 |
| Total | 609,121 | 692,694 | (12.1)% | 629,247 | 460,869 | 106,297 |
(1)
Includes sales from stands and excludes spaces used for special exhibitions.
Revenues from quarterly leases as of the first quarter of FY 2025, compared to the same period of fiscal year 2024, 2023, 2022 and 2021
| (ARS million) | IQ 25 | IQ 24 | YoY Var | IQ 23 | IQ 22 | IQ 21 |
|---|---|---|---|---|---|---|
| Base rent(1) | 27,512 | 21,661 | 27.0% | 17,156 | 9,636 | 1,334 |
| Percentage<br>rent | 11,984 | 20,422 | (41.3)% | 19,504 | 14,918 | 1,294 |
| Total rent | 39,496 | 42,083 | (6.1)% | 36,660 | 24,554 | 2,628 |
| Non-traditional<br>advertising | 1,906 | 1,564 | 21.9% | 1,082 | 593 | 674 |
| Revenues<br>from admission rights | 5,049 | 4,629 | 9.1% | 3,652 | 2,668 | 3,005 |
| Fees | 466 | 426 | 9.4% | 420 | 472 | 512 |
| Parking | 2,904 | 2,858 | 1.6% | 1,892 | 836 | 67 |
| Commissions | 1,737 | 674 | 157.7% | 670 | 728 | 593 |
| Other | 283 | 760 | (62.8)% | 74 | 135 | 67 |
| Subtotal(2) | 51,841 | 52,994 | (2.2)% | 44,450 | 29,986 | 7,546 |
| Expenses<br>and Collective Promotion Fund | 16,895 | 16,532 | 2.2% | 16,927 | 12,978 | 7,277 |
| Total | 68,736 | 69,526 | (1.1)% | 61,377 | 42,964 | 14,823 |
(1)
Includes Revenues from stands for ARS 3,011 million cumulative as of September 2024.
(2)
Includes ARS 66.3 million from Patio Olmos and ARS 185.1 million from sponsorship income from “Buenos Aire Fashion Week” Production.
34
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
III. Offices
According to Colliers, the quarter closes with a slight increase in vacancy standing at 17.3%, in the Buenos Aires City premium market (A+ & A), while prices remain stable at average levels of USD 22.6 per sqm.
Offices’ Operating Indicators
| IQ 25 | IVQ 24 | IIIQ 24 | IIQ 24 | IQ 24 | |
|---|---|---|---|---|---|
| Gross<br>Leasable area | 59,271 | 59,348 | 59,348 | 59,348 | 61,742 |
| Total<br>Occupancy | 92.3% | 89.4% | 86.6% | 84.8% | 83.0% |
| Class<br>A+ & A Occupancy | 97.9% | 95.5% | 92.8% | 92.8% | 88.5% |
| Class<br>B Occupancy | 56.1% | 50.6% | 46.7% | 33.8% | 46.4% |
| Rent<br>USD/sqm | 24.6 | 24.4 | 24.6 | 24.9 | 25.2 |
The gross leasable area in the first quarter of fiscal year 2025 was 59,271 sqm. After the end of the period, one floor of the “261 Della Paolera” building was sold (see Point XI: Material & Subsequent Events). The average occupancy of the premium portfolio increased to 97.9% and of the total portfolio to 92.3%, mainly driven by the improvement at the Dot Building. The portfolio’s average rent reached USD 24.6 per sqm.
Offices’ Financial Indicators
| (in ARS<br>million) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues<br>from sales, leases and services | 4,101 | 4,895 | (16.2)% |
| Net<br>result from fair value adjustment on investment properties,<br>PP&E e inventories | (67,743) | 99,430 | (168.1)% |
| Profit from operations | (64,508) | 103,334 | (162.4)% |
| Depreciation<br>and amortization | 63 | 59 | 6.8% |
| EBITDA(1) | (64,445) | 103,393 | (162.3)% |
| Adjusted EBITDA (1) | 3,298 | 3,963 | (16.8)% |
(1) See Point XVI: EBITDA Reconciliation
During the first quarter of fiscal year 2025, revenues from the offices segment decreased by 16.2% and Adjusted EBITDA decreased 16.8% compared to the previous fiscal year, mainly explained by the impact of asset sales. Adjusted EBITDA margin was 80.4%.
Below is information on our office segment:
| Offices & Others | Date of Acquisition | Gross Leasable Area (sqm)(1) | Occupancy (2) | Actual Interest | 3M 25 - Rental revenues (ARS million) (4) |
|---|---|---|---|---|---|
| AAA & A Offices | |||||
| Boston<br>Tower | Dec-14 | 8 | |||
| Intercontinental Plaza (3) | Dec-14 | 2,979 | 100.0% | 100% | 233 |
| Dot<br>Building | Nov-06 | 11,242 | 92.6% | 80% | 656 |
| Zetta | May-19 | 32,173 | 99.3% | 80% | 2,499 |
| 261 Della Paolera(5) | Dec-20 | 4,937 | 100% | 100% | 485 |
| Total AAA & A Offices | 51,331 | 97.9% | 3,881 | ||
| B Offices | |||||
| Philips | Jun-17 | 7,940 | 56.1% | 100% | 220 |
| Total B Buildings | 7,940 | 56.1% | 100% | 220 | |
| Subtotal Offices | 59,271 | 92.3% | 4,101 |
(1) Corresponds to the total gross leasable area of each property as of September 30, 2024. Excludes common areas and parking lots.
(2) Calculated by dividing occupied square meters by gross leasable area as of September 30, 2024.
(3) We own 13.2% of the building that has 22,535 square meters of gross leasable area.
(4) Corresponds to the accumulated income of the period.
(5) As of September 30, 2024, we owned 13.8% of the building that has 35,872 square meters of gross leasable area.
35
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
IV. Hotels
After two years of historic record activity levels, the company's hotels have experienced a decline in their income and occupancy levels. This is due to a decrease in international tourism inflows, resulting from lower exchange rate competitiveness in the country.
| (in ARS<br>million) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues | 13,822 | 18,500 | (25.3)% |
| Profit from operations | 1,816 | 5,677 | (68.0)% |
| Depreciation<br>and amortization | 838 | 844 | (0.7)% |
| EBITDA | 2,654 | 6,521 | (59.3)% |
During the first quarter of fiscal year 2025, Hotels segment recorded an decrease in revenues of 25.3% compared with the same period of fiscal year 2024 while the segment’s EBITDA reached ARS 2,654 million, a 59.3% decrease when compared to the same period of fiscal year 2024.
The following chart shows certain information regarding our luxury hotels:
| Hotels | Date of Acquisition | IRSA’s Interest | Number of rooms | Occupancy (4) |
|---|---|---|---|---|
| Intercontinental (1) | 11/01/1997 | 76,34% | 313 | 55.9% |
| Sheraton Libertador (2) | 03/01/1998 | 100,00% | 200 | 41.8% |
| Llao Llao (3) | 06/01/1997 | 50,00% | 205 | 67.0% |
| Total | - | - | 718 | 55.1% |
(1) Through Nuevas Fronteras S.A. (Subsidiary of IRSA).
(2) Through Hoteles Argentinos S.A.U.
(3) Through Llao Llao Resorts S.A.
(4) Three months cumulated average.
Hotels’ operating and financial indicators.
| IQ 25 | IVQ 24 | IIIQ 24 | IIQ 24 | IQ 24 | |
|---|---|---|---|---|---|
| Average<br>Occupancy | 55.1% | 49.8% | 68.7% | 71.6% | 66.4% |
| Average<br>Rate per Room (USD/night) | 256.4 | 197.7 | 257.0 | 239.5 | 266.8 |
V. Sales and Developments
| (in ARS million) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues | 1,462 | 810 | 80.5% |
| Net<br>result from fair value adjustment on investment<br>properties | (152,130) | 224,659 | (167.7)% |
| Result from operations | (161,311) | 219,818 | (173.4)% |
| Depreciation<br>and amortization | 45 | 59 | (23.7)% |
| Net<br>result from fair value adjustment on investment<br>properties | 11 | 7,203 | (99.8)% |
| Impairment<br>loss on intangible assets | (7,002) | - | - |
| EBITDA (1) | (161,266) | 219,877 | (173.3)% |
| Adjusted EBITDA (1) | (2,123) | 2,421 | (187.7)% |
(1) See Point XVI: EBITDA Reconciliation
Adjusted EBITDA of “Sales and Developments” segment recorded a loss of ARS 2,123 million during the first quarter of fiscal year 2025, 187.7% lower than the same period in the previous year, due to the impact of changes in the fair value of investment properties.
36
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
VI. Others
| (in millions of ARS) | IQ 25 | IQ 24 | YoY Var |
|---|---|---|---|
| Revenues | 1,269 | 986 | 28,7% |
| Net<br>result from fair value adjustment on investment<br>properties | (186) | (337) | (44,8)% |
| Result from operations | 1,649 | 13,791 | (88,0)% |
| Depreciation<br>and amortization | 449 | 366 | 22,7% |
| Recovery<br>of provision | - | 15,416 | (100,0)% |
| EBITDA | 2,098 | 14,157 | (85,2)% |
| Adjusted EBITDA | 2,284 | (922) | - |
VII. Financial Operations and Others
Interest in Banco Hipotecario S.A. (“BHSA”)
BHSA is a leading bank in the mortgage lending industry, in which IRSA held an equity interest of 29.5% as of September 30, 2024. During the three-month period of fiscal year 2025, the investment in Banco Hipotecario generated an ARS 4,938 million gain compared to ARS 6,081 million gain during the same period of 2024. For further information, visit http://www.cnv.gob.ar or http://www.hipotecario.com.ar.
VIII. EBITDA by Segment (ARS million)
| 3M 25 | Shopping Malls | Offices | Sales and Developments | Hotels | Others | Total |
|---|---|---|---|---|---|---|
| Result from operations | 34,984 | (64,508) | (161,311) | 1,816 | 1,649 | (187,370) |
| Depreciation<br>and amortization | 608 | 63 | 45 | 838 | 449 | 2,003 |
| EBITDA | 35,592 | (64,445) | (161,266) | 2,654 | 2,098 | (185,367) |
| 3M 24 | Shopping Malls | Offices | Sales and Developments | Hotels | Others | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Result from operations | 32,992 | 103,334 | 219,818 | 5,677 | 13,791 | 375,612 |
| Depreciation<br>and amortization | 473 | 59 | 59 | 844 | 366 | 1,801 |
| EBITDA | 33,465 | 103,393 | 219,877 | 6,521 | 14,157 | 377,413 |
| EBITDA Var | 6.4% | (162.3)% | (173.3)% | (59.3)% | (85.2)% | (149.1)% |
37
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
IX. Reconciliation with Consolidated Statements of Income (ARS million)
Below is an explanation of the reconciliation of the company’s profit by segment with its Consolidated Statements of Income. The difference lies in the presence of joint ventures included in the segment but not in the Statements of Income.
| Total as per segment | Joint ventures* | Expenses and CPF | Elimination of inter-segment transactions | Total as per Statements of Income | |
|---|---|---|---|---|---|
| Revenues | 72.495 | (426) | 17.804 | - | 89.873 |
| Costs | (14.595) | 42 | (17.905) | - | (32.458) |
| Gross result | 57.900 | (384) | (101) | - | 57.415 |
| Result<br>from sales of investment properties | (225.633) | 134 | - | - | (225.499) |
| General<br>and administrative expenses | (11.201) | 65 | - | 31 | (11.105) |
| Selling<br>expenses | (4.377) | 28 | - | - | (4.349) |
| Other<br>operating results, net | (4.059) | (3) | 47 | -31 | (4.046) |
| Result from operations | (187.370) | (160) | (54) | - | (187.584) |
| Share<br>of loss of associates and joint ventures | 7.927 | 235 | - | - | 8.162 |
| Result before financial results and income tax | (179.443) | 75 | (54) | - | (179.422) |
*Includes Puerto Retiro & Nuevo Puerto Santa Fe.
X. Financial Debt and Other Indebtedness
The following table describes our total indebtedness as of September 30, 2024:
| Description | Currency | Amount (USD MM) (1) | Interest Rate | Maturity |
|---|---|---|---|---|
| Bank<br>overdrafts | ARS | 43,0 | Variable | <<br>360 days |
| Series<br>XIX | ARS | 27.0 | Variable | Feb-25 |
| Series<br>XV | USD | 61.7 | 8.00% | Mar-25 |
| Series<br>XXI | ARS | 17.5 | Variable | Jun-25 |
| Series<br>XVI | USD | 28.3 | 7.00% | Jul-25 |
| Series<br>XVII | USD | 25.0 | 5.00% | Dec-25 |
| Series<br>XX | USD | 23.0 | 6.00% | Jun-26 |
| Series<br>XVIII | USD | 21.4 | 7.00% | Feb-27 |
| Series<br>XIV | USD | 132.5 | 8.75% | Jun-28 |
| IRSA’s Total Debt | USD | 379.4 | ||
| Cash & Cash Equivalents + Investments<br><br>(2) | USD | 174.8 | ||
| IRSA’s Net Debt | USD | 204.6 |
(1)
Principal amount in USD (million) at an exchange rate of ARS 970.0/USD, without considering accrued interest or eliminations of balances with subsidiaries.
(2)
Includes Cash and cash equivalents, Investments in Current Financial Assets and related companies notes holding.
38
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XI. Material and Subsequent Events
July 2024: Shares Buyback Program – Start and Completion
On July 11, 2024, the Board of Directors has approved the terms and conditions for the acquisition of the common shares issued by the Company under the provisions of Section 64 of Law Nº 26,831 and the Rules of the Argentine National Securities Commission.
●
Maximum amount of the investment: Up to ARS 15,000 million
●
Maximum number of shares to be acquired: Up to 10% of the capital stock of the Company, in accordance with the provisions of the applicable regulations.
●
Daily limitation on market transactions: In accordance with the applicable regulation, the limitation will be up to 25% of the average volume of the daily transactions for the Shares and GDS in the markets during the previous 90 days.
●
Payable Price: Up to ARS 1,550 per Share and up to USD 11.00 per GDS.
●
Period in which the acquisitions will take place: up to 180 days after the publication of the minutes, subject to any renewal or extension of the term, which will be informed to the investing public.
●
Origin of the Funds: The acquisitions will be made with realized and liquid earnings pending of distribution of the Company.
To make such decision, the Board of Directors has considered the economic and market situation, as well as the discount of the current share price in relation to the fair value of the assets, determined by independent appraisers, and its objective is to strengthen the shares and reduce the fluctuations in the market value, that does not reflect the real economic value of the assets.
On September 12, 2024, the Company completed the shares buyback program, having acquired in the local market 11,541,885 ordinary shares, which represent approximately 99.93% of the approved program and 1.56% of the outstanding shares.
August 2024: Alto Avellaneda Adjoining Property Acquisition
On August 1, 2024, the Company acquired a property next to its Alto Avellaneda shopping center, located at Gral. Güemes 861, Avellaneda, Buenos Aires Province. The property has a total area of 86,861 sqm and a built area of 32,660 sqm with potential for future expansion.
The purchase price was set at USD 12.2 million, of which USD 9.2 million have already been paid and the balance of USD 3 million will be cancelled with the transfer of the deed, which is still pending. The transaction includes the transfer to IRSA of the existing lease contracts until their original term and the sign of a new contract with the supermarket for 3 years.
September 2024: Warrants Exercise
Between September 17 and 25, 2024, certain warrants holders have exercised their right to acquire additional shares and 5,433,980 ordinary shares of the Company will be registered, with a face value of ARS 10. As a result of the exercise, USD 1,797,017 was collected by the Company.
After the exercise of these warrants, the number of shares of the Company increased from 741,459,162 to 746,893,142 with a face value of ARS 10, and the new number of outstanding warrants decreased from 75,668,184 to 71,510,561.
39
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
October 2024: “261 Della Paolera” floor sale
After the end of the period, on October 15, 2024, the company reported that it has sold a floor of the “261 Della Paolera” tower located in the Catalinas district of the Autonomous City of Buenos Aires for a total leasable area of approximately 1,197 sqm and 8 parking lots located in the building.
The transaction price was approximately USD 7.1 million (USD MEP) (~USD/m2 6,000), of which USD 6.0 million has already been paid and the balance of USD 1.1 million, granted with a mortgage, will be paid in 24 monthly installments accruing an interest rate of 8% annually.
After this operation, IRSA retains ownership of 3 floors of the tower with an approximate rental area of 3,670 sqm in addition to parking lots and other complementary spaces and the accounting result of this operation will be recognized in the Company's Financial Statements for the 2nd quarter of FY 2025.
October 2024: Notes issuance
After the end of the period, on October 23, 2024, IRSA issued two series of dollar MEP notes on the local market for a total amount of USD 67.3 million through the following instruments:
●
Series XXII: Denominated in dollars for USD 15.8 million with a fixed rate of 5.75%, with semi-annual interest payments (except for the first payment on July 23, 2025, and the last payment at maturity). The principal will be paid at maturity on October 23, 2027. The issuance price was 100.0% of the nominal value.
●
Series XXIII: Denominated in dollars for USD 51.5 million with a fixed rate of 7.25%, with semi-annual interest payments (except for the first payment on July 23, 2025, and the last payment at maturity). The principal will be paid at maturity on October 23, 2029. The issuance price was 100.0% of the nominal value.
The funds will be used as defined in the issuance documents.
October 2024: General Ordinary and Extraordinary Shareholders’ Meeting
On October 28, 2024, our General Ordinary and Extraordinary Shareholders’ Meeting was held. The following matters. inter alia, were resolved by majority of votes:
●
Distribution of a cash dividend of ARS 90,000 million as of the date of the Shareholders’ Meeting.
●
Distribution of 25.700.000. of own shares with NV ARS 10.
●
Designation of board members.
●
Compensations to the Board of Directors for the fiscal year ended June 30, 2024.
●
The issuance and public offering of complementary shares to fulfill the delivery of shares under the exercise of option holders' rights.
On November 5, 2024, the Company distributed among its shareholders the cash dividend in an amount of ARS 90,000,000,000 equivalent to 1,261.1712782686% of the stock capital, an amount per share of ARS 126.11712782686 and an amount per GDS of ARS 1,261.1712782686.
On the same day, the Company distributed own shares, the distribution of the shares constitutes 0.036013446502 shares per ordinary share and 0.36013446502 per GDS, a percentage of 3.6013446502% of the stock capital of 713,622,341 shares and NV ARS 10, net of treasury shares.
40
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XII. Summarized Comparative Consolidated Balance Sheet
| (in ARS<br>million) | 09.30.2024 | 09.30.2023 | 09.30.2022 | 09.30.2021 | 09.30.2020 |
|---|---|---|---|---|---|
| Non-current<br>assets | 2,029,205 | 2,960,259 | 2,914,465 | 2,989,014 | 3,847,135 |
| Current<br>assets | 257,290 | 319,365 | 257,821 | 206,295 | 270,920 |
| Total assets | 2,286,495 | 3,279,624 | 3,172,286 | 3,195,309 | 4,118,055 |
| Capital<br>and reserves attributable to the equity holders of the<br>parent | 1,089,615 | 1,740,001 | 1,428,658 | 900,238 | 1,446,039 |
| Non-controlling<br>interest | 75,902 | 100,879 | 98,309 | 302,175 | 480,073 |
| Total shareholders’ equity | 1,165,517 | 1,840,880 | 1,526,967 | 1,202,413 | 1,926,112 |
| Non-current<br>liabilities | 807,193 | 1,163,765 | 1,211,515 | 1,706,508 | 1,574,485 |
| Current<br>liabilities | 313,785 | 274,979 | 433,804 | 286,388 | 617,458 |
| Total liabilities | 1,120,978 | 1,438,744 | 1,645,319 | 1,992,896 | 2,191,943 |
| Total liabilities and shareholders’ equity | 2,286,495 | 3,279,624 | 3,172,286 | 3,195,309 | 4,118,055 |
XIII. Summarized Comparative Consolidated Income Statement
| (in ARS<br>million) | 09.30.2024 | 09.30.2023 | 09.30.2022 | 09.30.2021 | 09.30.2020 |
|---|---|---|---|---|---|
| Profit from operations | (187,584) | 375,142 | (7,787) | (65,774) | 483,210 |
| Share<br>of profit of associates and joint ventures | 8,162 | 6,850 | 7,048 | (2,083) | 3,034 |
| Result from operations before financing and taxation | (179,422) | 381,992 | (739) | (67,857) | 486,244 |
| Financial<br>income | 722 | 1,169 | 433 | 831 | 1,156 |
| Financial<br>cost | (11,644) | (12,736) | (13,608) | (24,430) | (32,736) |
| Other<br>financial results | 21,691 | (7,288) | 1,582 | 39,982 | 12,827 |
| Inflation<br>adjustment | 4,245 | 20,116 | 33,063 | 4,579 | (1,199) |
| Financial results, net | 15,014 | 1,261 | 21,470 | 20,962 | (19,952) |
| Results before income tax | (164,408) | 383,253 | 20,731 | (46,895) | 466,292 |
| Income<br>tax | 55,373 | (132,715) | (11,186) | 33,236 | (163,508) |
| Result for the period from continued operations | (109,035) | 250,538 | 9,545 | (13,659) | 302,784 |
| Result<br>for the period from discontinued operations after<br>taxes | - | - | - | - | (131,421) |
| Result of the period | (109,035) | 250,538 | 9,545 | (13,659) | 171,363 |
| Other<br>comprehensive results for the period | (497) | (1,037) | (1,916) | (2,200) | (178,198) |
| Total comprehensive result for the period | (109,532) | 249,501 | 7,629 | (15,859) | (6,835) |
| Attributable<br>to: | |||||
| Equity<br>holders of the parent | (105,931) | 237,055 | 6,749 | (10,265) | 59,875 |
| Non-controlling<br>interest | (3,601) | 12,446 | 880 | (5,594) | (66,710) |
XIV. Summary Comparative Consolidated Cash Flow
| (in ARS<br>million) | 09.30.2024 | 09.30.2023 | 09.30.2022 | 09.30.2021 | 09.30.2020 |
|---|---|---|---|---|---|
| Net<br>cash generated from operating activities | 47,811 | 32,977 | 31,883 | 22,273 | 69,065 |
| Net<br>cash (used in) / generated from investing activities | (20,642) | 21,349 | 14,307 | (2,966) | 851,533 |
| Net<br>cash used in financing activities | (27,612) | (23,900) | (135,664) | (13,924) | (557,750) |
| Net (decrease) / increase in cash and cash equivalents | (443) | 30,426 | (89,474) | 5,383 | 362,848 |
| Cash<br>and cash equivalents at beginning of year | 31,730 | 36,391 | 114,744 | 28,434 | 1,998,792 |
| Inflation<br>adjustment | (68) | (1,900) | (1,304) | (4,925) | (640) |
| Deconsolidation<br>of subsidiaries | - | - | - | - | (2,140,327) |
| Foreign<br>exchange (loss) / gain on cash and changes in fair value for cash<br>equivalents | (976) | 1,830 | 986 | 117 | (130,330) |
| Cash and cash equivalents at period-end | 30,243 | 66,747 | 24,952 | 29,009 | 90,343 |
41
IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XV. Comparative Ratios
| (in ARS<br>million) | 09.30.2024 | 09.30.2023 | 09.30.2022 | 09.30.2021 | 09.30.2020 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Liquidity | ||||||||||
| CURRENT<br>ASSETS | 257,290 | 0.82 | 319,365 | 1.16 | 257,821 | 0.59 | 206,295 | 0.72 | 270,920 | 0.44 |
| CURRENT<br>LIABILITIES | 313,785 | 274,979 | 433,804 | 286,388 | 617,458 | |||||
| Solvency | ||||||||||
| SHAREHOLDERS’<br>EQUITY | 1,165,517 | 1.04 | 1,840,880 | 1.28 | 1,526,967 | 0.93 | 1,202,413 | 0.60 | 1,926,112 | 0.88 |
| TOTAL<br>LIABILITIES | 1,120,978 | 1,438,744 | 1,645,319 | 1,992,896 | 2,191,943 | |||||
| Capital Assets | ||||||||||
| NON-CURRENT<br>ASSETS | 2,029,205 | 0.89 | 2,960,259 | 0.90 | 2,914,465 | 0.92 | 2,989,014 | 0.94 | 3,847,135 | 0.93 |
| TOTAL<br>ASSETS | 2,286,495 | 3,279,624 | 3,172,286 | 3,195,309 | 4,118,055 | |||||
| Profitability | ||||||||||
| RESULT<br>OF THE PERIOD | (109,035) | (0.07) | 250,538 | 0.15 | 9,545 | 0.01 | (13,659) | (0.01) | 171,363 | 0.08 |
| AVERAGE<br>SHAREHOLDERS’ EQUITY | 1,503,199 | 1,683,924 | 1,364,690 | 1,564,263 | 2,100,705 |
XVI. EBITDA Reconciliation
In this summary report we present EBITDA and Adjusted EBITDA. We define EBITDA as profit for the period excluding: (i) interest income, (ii) interest expense, (iii) income tax expense, and (iv) depreciation and amortization. We define Adjusted EBITDA as EBITDA minus (i) total financial results, net excluding interest expense, net (mainly foreign exchange differences, net gains/losses from derivative financial instruments; gains/losses of financial assets and liabilities at fair value through profit or loss; and other financial results, net) and minus (ii) share of profit of associates and joint ventures and minus (iii) net profit from fair value adjustment of investment properties, not realized.
EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have standardized meanings prescribed by IFRS. We present EBITDA and adjusted EBITDA because we believe they provide investors supplemental measures of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses EBITDA and Adjusted EBITDA from time to time, among other measures, for internal planning and performance measurement purposes. EBITDA and Adjusted EBITDA should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to EBITDA and Adjusted EBITDA for the periods indicated:
| 2024 | 2023 | |
|---|---|---|
| Profit<br>for the period | (109,035) | 250,538 |
| Interest<br>income | (722) | (1,169) |
| Interest<br>expense | 10,904 | 11,432 |
| Income<br>tax | (55,373) | 132,715 |
| Depreciation<br>and amortization | 1,982 | 1,776 |
| EBITDA (unaudited) | (152,244) | 395,292 |
| Net<br>gain / (loss) from fair value adjustment of investment<br>properties | 225,499 | (316,084) |
| Realized<br>net gain from fair value adjustment of investment<br>properties | 11 | 7,203 |
| Impairment<br>Loss on Intangible Assets | 7,002 | - |
| Recovery<br>of provision | - | (15,416) |
| Share<br>of profit of associates and joint ventures | (8,162) | (6,850) |
| Foreign<br>exchange differences net | (14,324) | 12,384 |
| Result<br>from derivative financial instruments | (108) | 25 |
| Fair<br>value gains of financial assets and liabilities at fair value<br>through profit or loss | (7,232) | (895) |
| Inflation<br>adjustment | (4,245) | (20,116) |
| Other<br>financial costs/income | 713 | (2,922) |
| Adjusted EBITDA (unaudited) | 46,910 | 52,621 |
| Adjusted EBITDA Margin (unaudited) (1) | 65.09% | 67.69% |
(1) Adjusted EBITDA margin is calculated as Adjusted EBITDA, divided by revenue from sales, rents and services.
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XVII. NOI Reconciliation
In addition, we present in this summary report Net Operating Income or “NOI”. We define NOI as gross profit from operations, less Selling expenses, plus realized result from fair value adjustments of investment properties, plus Depreciation and amortization.
NOI is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS. We present NOI because we believe it provides investors with a supplemental measure of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses NOI from time to time, among other measures, for internal planning and performance measurement purposes. NOI should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. NOI, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to NOI for the periods indicated:
| 2024 | 2023 | |
|---|---|---|
| Gross<br>profit | 57,415 | 64,045 |
| Selling<br>expenses | (4,349) | (4,975) |
| Depreciation<br>and amortization | 1,982 | 1,776 |
| Realized<br>result from fair value of investment properties | 11 | 7,203 |
| Impairment<br>Loss on Intangible Assets | 7,002 | - |
| NOI (unaudited) | 62,061 | 68,049 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XVIII. FFO Reconciliation
We also present in this summary report Adjusted Funds From Operations attributable to the controlling interest (or “Adjusted FFO”), which we define as Total profit for the year or period plus depreciation and amortization of property, plant and equipment, intangible assets and amortization of initial costs of leases minus total net financial results excluding net financial interests, minus unrealized result from fair value adjustments of investment properties minus inflation adjustment plus deferred tax, and less non-controlling interest net of the result for fair value, less the result of participation in associates and joint ventures.
Adjusted FFO is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS. Adjusted FFO is not equivalent to our profit for the period as determined under IFRS. Our definition of Adjusted FFO is not consistent and does not comply with the standards established by the White Paper on funds from operations (FFO) approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), as revised in February 2004, or the “White Paper.”
We present Adjusted FFO because we believe it provides investors a supplemental measure of our financial performance that may facilitate period-to-period comparisons on a consistent basis. Our management also uses Adjusted FFO from time to time, among other measures, for internal planning and performance measurement purposes. Adjusted FFO should not be construed as an alternative to profit from operations, as an indicator of operating performance or as an alternative to cash flow provided by operating activities, in each case, as determined in accordance with IFRS. Adjusted FFO, as calculated by us, may not be comparable to similarly titled measures reported by other companies. The table below presents a reconciliation of profit from operations to Adjusted FFO for the periods indicated:
| 2024 | 2023 | |
|---|---|---|
| Result<br>for the period | (109,035) | 250,538 |
| Result<br>from fair value adjustments of investment properties | 225,499 | (316,084) |
| Result<br>from fair value adjustments of investment properties,<br>realized | 11 | 7,203 |
| Impairment<br>Loss on Intangible Assets | 7,002 | - |
| Recovery<br>of provision | - | (15,416) |
| Depreciation<br>and amortization | 1,982 | 1,776 |
| Foreign<br>exchange, net | (14,324) | 12,384 |
| Other<br>financial results | - | (4,323) |
| Results<br>from derivative financial instruments | (108) | 25 |
| Results<br>of financial assets and liabilities at fair value through profit or<br>loss | (7,232) | (895) |
| Other<br>financial costs | 740 | 1,304 |
| Income tax current /<br>deferred(1) | (75,326) | 128,318 |
| Non-controlling<br>interest | 3,389 | (12,477) |
| Non-controlling<br>interest related to PAMSA’s fair value | (11,282) | 16,250 |
| Results<br>of associates and joint ventures | (8,162) | (6,850) |
| Inflation<br>adjustment | (4,245) | (20,116) |
| Repurchase<br>of non-convertible notes | (27) | 97 |
| Adjusted FFO (unaudited) | 8,882 | 41,734 |
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IRSA Inversiones y Representaciones Sociedad Anónima
Summary as of September 30, 2024
XIX. Brief comment on prospects for the Next Quarter
The first quarter of fiscal 2025 concluded with mixed results in the three rental segments. Signs of recovery began to appear in the sales of our shopping centers, although they remain below inflation, the offices evolved favorably, mainly in terms of occupancy, and the hotels showed a drop in their income levels compared to the same quarter of the fiscal year 2024.
We are optimistic about the future evolution of our rental segments and the real estate sector in general. The recent tax amnesty and launch of mortgage loans in the country are generating a greater volume of real estate transactions with a growing impact on prices. In relation to consumer activity, we expect our shopping centers to evolve favorably in line with the recovery of real wages and economic activity. We trust in the quality of our premium portfolio and in the wide variety of offers and services that our shopping centers offer as meeting and experience places. The greatest challenge is represented by the hotel and tourism activity, which faces a situation of lower exchange competitiveness after two years of record income driven by the influx of international tourism in the country.
Regarding the sales and development segment, we will continue to analyze opportunities for real estate acquisition, sale and/or swaps and evaluate the best timing to launch the mixed-use developments that the company has in its portfolio in its extensive land reserve. In this sense, we recently announced ambitious plans to develop residential real estate in Argentina. We will build apartments in the Polo Dot complex as well as in the Caballito neighborhood, we will renovate Del Plata building in front of the obelisk to transform its offices into homes, we will launch a “mixed-use center” in La Plata and we will embark on the largest development of the company's history, Ramblas del Plata, formerly known as Costa Urbana.
Ramblas del Plata has a potential to develop 866,806 sqm of mixed uses, which will require a large investment for the next 15 to 20 years, will generate many direct and indirect jobs and will house approximately 6,000 families. We hope to contribute to the development of the city with an innovative, modern and sustainable project, which implies a great opportunity and responsibility.
During fiscal year 2025, we´ll continue working on the reduction and efficiency of the cost structure, while we´ll continue evaluating financial, economic and/or corporate tools that allow the Company to improve its position in the market in which it operates and have the necessary liquidity to meet its obligations, such as public and/or private disposal of assets that may include real estate as well as negotiable securities owned by the Company, issuance of negotiable bonds, repurchase of own shares, among other useful instruments for the proposed objectives.
Looking to the future, we will continue to innovate in the development of unique real estate projects, betting on the integration of commercial and residential spaces, offering our clients a mix of attractive products and services, meeting places and a memorable experience, with the aim to achieve an increasingly modern and sustainable portfolio. Although the current economic context and the political electoral agenda generate uncertainty, we are confident in the quality of our portfolio and the ability of our management to carry out the business successfully.
Eduardo S. Elsztain
Chairman
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