IRSA Investments & Representations Inc. Files 20-F

Ticker: IRS-WT · Form: 20-F · Filed: Oct 23, 2024 · CIK: 933267

Sentiment: neutral

Topics: annual-report, real-estate, filing

TL;DR

IRSA dropped its 20-F. Check it for the latest on their real estate biz.

AI Summary

IRSA Investments & Representations Inc. filed its 20-F form for the fiscal year ending June 30, 2024. The company, based in Buenos Aires, Argentina, is involved in land subdivision and development. Key financial details and operational updates are typically disclosed in this annual report.

Why It Matters

This filing provides investors with a comprehensive overview of IRSA's financial performance, business operations, and risk factors for the past fiscal year, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a real estate developer in Argentina, IRSA is subject to country-specific economic and political risks that can impact its operations and financial results.

Key Numbers

Key Players & Entities

FAQ

What is IRSA's primary business activity?

IRSA's primary business activity is land subdivision and development, as indicated by its SIC code [6552].

What is the fiscal year end for IRSA?

IRSA's fiscal year ends on June 30th.

Where is IRSA's principal executive office located?

IRSA's principal executive office is located at Carlos M. Della Paolera 261, 9th Floor, Buenos Aires, C1C1001ADA, Argentina.

What is the SEC file number for IRSA?

IRSA's SEC file number is 001-13542.

When was this 20-F filing submitted?

This 20-F filing was submitted on October 23, 2024.

Filing Stats: 4,474 words · 18 min read · ~15 pages · Grade level 12.1 · Accepted 2024-10-22 20:53:21

Filing Documents

Item 18

Item 17 Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes No Please send copies of notices and communications from the Securities and Exchange Commission to: Carolina Zang Juan M. Naveira Zang Bergel & Vies Abogados Simpson Thacher & Bartlett LLP Florida 537, 18 th Floor C1005AAK City of Buenos Aires Argentina 425 Lexington Avenue New York, NY 10017 United States of America TABLE OF CONTENTS Page GLOSSARY i DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS iii AVAILABLE INFORMATION iv PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION iv Part I 1

Identity of Directors, Senior Management, Advisers and Auditors

ITEM 1. Identity of Directors, Senior Management, Advisers and Auditors 1

Offer Statistics and Expected Timetable

ITEM 2. Offer Statistics and Expected Timetable 1

Key Information

ITEM 3. Key Information 1 A. Reserved 1 A.1. Local Exchange Market and Exchange Rates 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 2

Information on the Company

ITEM 4. Information on the Company 39 A. History and Development of the Company 39 B. Business Overview 46 C. Organizational Structure 99 D. Property, Plant and Equipment 99

Unresolved staff comments

ITEM 4A. Unresolved staff comments 101

Operating and Financial Review and Prospects

ITEM 5. Operating and Financial Review and Prospects 101 A. Operating Results 101 B. Liquidity and Capital Resources 126 C. Research and Development, Patents and Licenses, Etc. 132 D. Trend Information 132 E. Critical Accounting Estimates 134

Directors, Senior Management and Employees

ITEM 6. Directors, Senior Management and Employees 136 A. Directors and Senior Management 136 B. Compensation 143 C. Board Practices 145 D. Employees 145 E. Share Ownership 146 F. Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation 146

Major Shareholders and Related Party Transactions

ITEM 7. Major Shareholders and Related Party Transactions 147 A. Major Shareholders 147 B. Related Party Transactions 149 C. Interests of Experts and Counsel 151

Financial Information

ITEM 8. Financial Information 151 A. Consolidated Statements and Other Financial Information 151 B. Significant Changes 159

The Offer and Listing

ITEM 9. The Offer and Listing 159 A. Offer and Listing Details 159 B. Plan of Distribution 161 C. Markets 161 D. Selling Shareholders 164 E. Dilution 164 F. Expenses of the Issue 164

Additional Information

ITEM 10. Additional Information 164 A. Share Capital 164 B. Memorandum and Articles of Association 164 C. Material Contracts 171 D. Exchange Controls 171 E. Taxation 186 Table of Contents F. Dividends and Paying Agents 195 G. Statement by Experts 195 H. Documents on display 196 I. Subsidiary Information 196

Quantitative and Qualitative Disclosures About Market Risk

ITEM 11. Quantitative and Qualitative Disclosures About Market Risk 196

Description of Securities Other than Equity Securities

ITEM 12. Description of Securities Other than Equity Securities 196 A. Debt Securities 196 B. Warrants and Rights 196 C. Other Securities 197 D. American Depositary Shares 197 Part II 198

Defaults, Dividend Arrearages and Delinquencies

ITEM 13. Defaults, Dividend Arrearages and Delinquencies 198

Material Modifications to the Rights of Security Holders and Use of Proceeds

ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 198 A. Fair Price Provision 198 B. This section is not applicable 200 C. This section is not applicable 200 D. This section is not applicable 200 E. This section is not applicable 200

Controls and procedures

ITEM 15. Controls and procedures 200 A. Disclosure Controls and Procedures 200 B. Management's Annual Report on Internal Control Over Financial Reporting 200 C. Attestation Report of the Registered Public Accounting Firm 201 D. Changes in Internal Control Over Financial Reporting 201

Reserved

ITEM 16. Reserved 201 A. Audit Committee Financial Expert 201 B. Code of Ethics 201 C. Principal Accountant Fees and Services 201 D. Exemption from the Listing Standards for Audit Committees 203 E. Purchase of Equity Securities by the Issuer and its Affiliates 203 F. Change in Registrant's Certifying Accountant 206 G. Corporate Governance 206 H. Mine Safety Disclosures 208 I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 208 J. Insider Trading Policies 208 K. Cybersecurity 208 Part III 211

Financial Statements

ITEM 17. Financial Statements 211

Financial Statements

ITEM 18. Financial Statements 211

Exhibit

ITEM 19. Exhibit 211 Table of Contents GLOSSARY Glossary of certain terms used in this Annual Report Unless the context indicates otherwise, the following terms have the meanings shown below: "ADS": American Depositary Shares; "AFIP": Federal Administration of Public Revenue ( Administracin Federal de Ingresos Pblicos) ; "ANSES": National Social Security Agency ( Administracin Nacional de la Seguridad Social ); "ARS, Pesos or Peso": Argentine Pesos; "Anti-Money Laundering Law": Law No. 25,246, subsequently amended by, among others, Laws No. 26,087, 26,119, 26,268, 26,683, 26,733, 26,734 and Decree No. 27/2018; "Argentine Government": Federal government of Argentina; "Audited Consolidated Financial Statements": audited Consolidated Financial Statements as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022, and the notes thereto; "BACS": Banco de Crdito y Securitizacin S.A.; "Banco Hipotecario": Banco Hipotecario S.A.; "BASE": Buenos Aires Stock Exchange; "Board of Directors": the board of directors of IRSA Inversiones y Representaciones S.A.; "ByMA": Argentine stock exchange and markets ( Bolsas y Mercados Argentinos S.A. ); "Caja de Valores": Caja de Valores S.A.; "CCI": Consumer Confidence Index; "Central Bank": The Argentine Central Bank ( Banco Central de la Repblica Argentina ); "CML": Capital Markets Law No. 26,831, as amended by, among others, Law 27,440; "CNDC": National Competition Authority (Comisin Nacional de Defensa de la Competencia) ; "CNV": The Argentine National Securities Commission (Comisin Nacional de Valores) ; "CNV Rules": the rules issued by the CNV; "Code": Internal Revenue Code of 1986, as amended; "CODM": Chief Operating Decision Maker; "Consumer Protection Law": Argentine Law No. 24,240; "Corporate Criminal Liability Law": Corporate Criminal Liability Law No. 27,401; "Covid-19": the coronavirus, pneumonia originating in Wuhan, China; "COPREC": Preliminary

Financial Statements

Financial Statements We prepare and maintain our financial books and records in Pesos (as defined below in section "—Currency") and in accordance with IFRS Accounting Standards, as issued by the IASB and the CNV Rules. Our fiscal year begins on July 1 of each year and ends on June 30 of each year thereafter. Our audited Consolidated Financial Statements as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022, and the notes thereto (our "Audited Consolidated Financial Statements") are set forth on pages F-1 through F-90 of this Annual Report. Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors' meeting held on October 22, 2024 and have been audited by Price Waterhouse & Co S.R.L., Argentina, member of PricewaterhouseCoopers International Limited, an independent registered public accounting firm whose report is included herein. Functional and Presentation Currency; Adjustment for Inflation Our functional and presentation currency is the Argentine Peso, and our Audited Consolidated Financial Statements included in this Annual Report are presented in Argentine Pesos. IAS 29 requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be measured in terms of the current unit of measurement at the closing date of the financial statements, regardless of whether they are based on the historical cost method or the current cost method. This requirement also includes the comparative information of the financial statements. In order to conclude that an economy is "hyperinflationary," IAS 29 outlines a series of factors, including the existence of an accumulated inflation rate in three years that is approximately or exceeds 100%. As of July 1, 2018, Argentina reported a cumulative three-year inflation rate greater than 100% and therefore financial information published as from that date should be adjusted for inflation in accordance with

Identity of Directors, Senior Management and Advisers

ITEM 1. Identity of Directors, Senior Management and Advisers This item is not applicable.

Offer Statistics and Expected Timetable

ITEM 2. Offer Statistics and Expected Timetable This item is not applicable.

Key Information

ITEM 3. Key Information A. Reserved A.1. Local Exchange Market and Exchange Rates The Argentine Government has established a series of exchange control measures that restrict the free flow of currency and the transfer of funds abroad. These measures significantly curtail access to the MULC by both individuals and private sector entities. This makes it necessary, among other things, to obtain prior approval from the Central Bank to enter into certain foreign exchange transactions such as payments relating to royalties, services or fees payable outside Argentina. For more information about exchange controls see, "Item 10. Additional Information—D. Exchange Controls". The following table shows the maximum, minimum, average and closing exchange rates for each applicable period to purchases of U.S. dollars. Maximum (1) (2) Mi

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