IRSA INVESTMENTS & REPRESENTATIONS INC (0000933267) (Filer)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

Commission file number 001-13542

Republic of Argentina

(Jurisdiction of incorporation or organization)

Carlos M. Della Paolera 261, 9th Floor (C1001ADA)

City of Buenos Aires, Argentina

(Address of principal executive offices)

Matías Iván Gaivironsky, Chief Financial and Administrative Officer

Tel.: +54 (11) 4323-7449 - [email protected]

Carlos M. Della Paolera 261, 9th Floor, (C1001ADA) - City of Buenos Aires, Argentina

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12 (b) of the Act.

Securities registered or to be registered pursuant to Section 12 (g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 846,115,922.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ☐ Yes     ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. ☐ Yes     ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

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:

TABLE OF CONTENTS

GLOSSARY

Unless the context indicates otherwise, the following terms have the meanings shown below:

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains and incorporates by reference statements that constitute estimates and forward-looking statements. The words “believe,” “will,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “should,” “plans,” “expects,” “predicts,” “potential,” “seek” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

We have based these forward-looking statements on our current beliefs, expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. The risks and uncertainties that may affect our forward-looking statements include, among others, the following:

Forward-looking statements refer only to the date of this Annual Report, and we undertake no obligation to update or revise any estimate or forward-looking statement due to new information, future events or otherwise. Additional factors or events affecting our business may emerge from time to time, and we cannot predict all of these factors or events, nor can we assess the future.

AVAILABLE INFORMATION

We file annual and current reports and other information with the SEC. You may obtain any report, information or other document we file electronically with the SEC at the SEC’s website (http://www.sec.gov) or at our website (http://www.irsa.com.ar). The information contained in our website does not form part of this Annual Report.

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

General

In this Annual Report, references to “IRSA,” the “Company,” “we,” “us” and “our” means IRSA Inversiones y Representaciones Sociedad Anónima and its consolidated subsidiaries, unless the context otherwise requires, or where we make clear that such term refers only to IRSA and not to its subsidiaries.

References to “GDSs” are to the Global Depositary Shares, each representing 10 shares of our common stock, issued pursuant to the Deposit Agreement, and references to “GDRs” are to the Global Depositary Receipts, which represent the GDSs.

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, 2026 and 2025 and for the years ended June 30, 2026, 2025 and 2024, and the notes thereto, are included beginning on page F-1 of this Annual Report.

Our Audited Consolidated Financial Statements have been approved by resolution of the Board of Directors’ meeting held on October 20, 2026 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 any 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 beginning on that date should be adjusted for inflation in accordance with IAS 29. Therefore, our Audited Consolidated Financial Statements and the financial information included in this Annual Report have been stated in terms of the measuring unit current at the end of the reporting year. For more information, see section “Financial Statements” above and Note 2.1 to our Audited Consolidated Financial Statements.

See Note 2.2 to our Audited Consolidated Financial Statements for more information about the adoption of new accounting standards.

Currency

Unless otherwise specified or the context otherwise requires, references in this Annual Report to “Peso,” “Pesos,” “peso” or “ARS” are to Argentine pesos, and references to “U.S. dollars,” “dollars” or “USD” are to United States dollars.

Unless otherwise indicated, we have translated some of the Peso amounts contained in this Annual Report into U.S. dollars for convenience purposes only. Unless otherwise specified or the context otherwise required, the rate used to convert Peso amounts to U.S. dollars is the seller exchange rate quoted by Banco de la Nación Argentina of ARS 1,482.00 per USD 1.00 as of June 30, 2026. The average seller exchange rate for fiscal year 2026, quoted by Banco de la Nación Argentina was ARS 1,398.53. The seller exchange rate quoted by Banco de la Nación Argentina was ARS 1,524.50 per USD 1.00 as of October 19, 2026. The U.S. dollar-equivalent information presented in this Annual Report is provided solely for the convenience of the reader and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 10. Additional Information—D. Exchange Controls.”

Certain Measurements

In Argentina, the standard measure of area in the real estate market is the square meters (“m2”, or “sqm”), while in the United States and certain other jurisdictions the standard measure of area is the square foot (sq. ft.). All units of area shown in this Annual Report (e.g. GLA), and size of undeveloped land are expressed in terms of sqm. One sqm is equal to approximately 10.8 square feet. One hectare is equal to approximately 10,000 sqm and to approximately 2.47 acres.

As used in this Annual Report, GLA in the case of shopping malls refers to the total leasable area of the properties, regardless of our ownership interest in such properties (excluding common areas and parking areas and space occupied by supermarkets, hypermarkets, gas stations and co-owners, except where specifically stated otherwise).

Rounding

Certain figures which appear in this Annual Report (including percentage amounts) and in our financial statements have been subject to rounding adjustments for ease of presentation. Accordingly, figures shown for the same category presented in different tables or different parts of this Annual Report and in our financial statements may vary slightly, and figures shown as totals in certain tables may not be arithmetic aggregation of the figures that precede them.

Economic, Industry and Market Data

Economic, industry and market data and other statistical information included or incorporated by reference into this Annual Report is based on data compiled by us from internal sources and based on publications such as Bloomberg, the International Council of Shopping Centers, the Argentine Chamber of Shopping Centers (Cámara Argentina de Shopping Centers), and the INDEC. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.

PART I

ITEM 1. Identity of Directors, Senior Management and Advisers

This item is not applicable.

ITEM 2. Offer Statistics and Expected Timetable

This item is not applicable.

ITEM 3. Key Information

A. Reserved

B. Capitalization and Indebtedness

This section is not applicable.

C. Reasons for the Offer and Use of Proceeds

This section is not applicable.

D. Risk Factors

Summary of Risk Factors

The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this Annual Report for a more thorough description of these and other risks:

Risks Relating to Argentina

Risks Relating to our Business

Risks Relating to our Investment in Banco Hipotecario

Risks Relating to our GDSs and Common Shares

Risk Factors

You should carefully consider the risks described below, in addition to the other information contained in this Annual Report, before making an investment decision. We also may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. In general, you take more risk when you invest in securities of issuers in emerging markets, such as Argentina, than when you invest in securities of issuers in the United States, and certain other markets. You should understand that an investment in our common shares and GDSs involves a high degree of risk, including the possibility of loss of your entire investment.

Risks Relating to Argentina

We depend on macroeconomic and political conditions in Argentina.

Substantially all of our assets, property and customers are located in Argentina. Developments in the macroeconomic, political, regulatory and social conditions in Argentina, and measures taken by the Argentine Government from time to time, have had and are expected to continue to have a significant impact on our business, the quality of our assets, results of our operations, and our financial condition. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political, economic or international developments either taking place in, or otherwise affecting, Argentina. Argentina is an emerging market country, and investing in emerging markets generally entails additional risks.

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative GDP growth, high levels of inflation, and currency devaluation, and may experience further volatility in the future.

Argentine economic conditions depend on a variety of factors, including the following: (i) domestic production, international demand, and the prices of Argentina’s principal commodity exports; (ii) the competitiveness and efficiency of domestic industries and services; (iii) the stability and competitiveness of the Peso against foreign currencies; (iv) the rate of inflation; (v) fiscal deficits or surpluses of the Argentine Government and the level of expenditure by the Argentine Government; (vi) Argentina Government public debt levels; (vii) foreign and domestic investment and financing; (viii) governmental policies and the legal and regulatory environment; (ix) fluctuations in the Central Bank's international reserves; (x) labor disputes and strikes; (xi) the level of unemployment; and (xii) political instability and social tensions.

In 2025, Argentina’s GDP increased by 4.4% compared to 2024, according to data published by the INDEC. A significant portion of this growth reflected a statistical carryover effect from the recovery in activity towards the end of 2024, mainly driven by an increase in agriculture and financial intermediation activities. In addition, economic activity strengthened towards the end of 2025, led by agriculture, which offset a decline in manufacturing and retail activities. According to the World Bank, in its Latin America and the Caribbean Economic Update published in October 2026, Argentina’s GDP is projected to grow by 2.1% in 2026, 3.0% in 2027 and 3.5% in 2028. Likewise, according to the IMF’s World Economic Outlook report published in October 2026, Argentine GDP is projected to grow by 2.1% in 2026 and 3.5% in 2027. However, these estimates may not be realized.

On December 10, 2023, Javier Milei took office as President of Argentina and committed to implementing significant economic reforms. Since the Argentine administration took office, it has implemented a large number of measures aimed at deregulating the Argentine economy and limiting government intervention in the private sector, including the suspension of public works tenders and the reduction of energy and transportation subsidies, and additional measures are expected to be adopted in the future. However, we cannot assure you that the current Argentine administration will be able to implement these measures, considering that it does not hold a majority of the representatives in either chamber of the Argentine Congress. The Argentine economy may be adversely affected if political and social pressures inhibit the Argentine Government's implementation of policies designed to control inflation, generate growth, and improve consumer and investor confidence, or if the policies implemented by the Argentine Government to achieve these objectives are not successful. These developments could materially affect our financial condition and results of operations.

Likewise, fiscal adjustment measures implemented by the Argentine Government, including reductions in public spending and the elimination of subsidies, could generate a contraction in domestic demand and a slowdown in economic activity in the short term. A contraction in economic activity could adversely affect demand for our products and services, access to financing, employment levels, and consumer purchasing power, which could have a significant adverse effect on our business, results of operations, and financial condition.

We cannot assure you that a decrease in economic growth or political conditions in Argentina will not adversely affect our business, financial condition, or results of operations, and cause the market value of our common shares and GDSs to decline.

Exchange rate volatility may adversely affect the Argentine economy as well as our financial performance.

The Argentine Peso has been subject to significant devaluation against the U.S. dollar in the past and may be subject to fluctuations in the future. According to exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso experienced a nominal depreciation against the U.S. dollar of 40.0%, 27.7% and 356.3% in 2025, 2024 and 2023, respectively. In 2025, the depreciation of the Argentine Peso exceeded the inflation rate for 2025, which was 31.5%, according to the INDEC. Among the factors that may influence the evolution of the exchange rate is the level of the Central Bank's international reserves, which have fluctuated significantly in recent years. As of October 15, 2026, the Central Bank’s international reserves totaled USD 50,043 million.

Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations. The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine companies to service their foreign currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government's ability to honor its external debt obligations.

On the other hand, a significant appreciation of the Argentine Peso against the U.S. dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports as a result of a loss of external competitiveness. An appreciation of this nature could also negatively affect economic growth and employment, as well as reduce, in real terms, public sector revenues from tax collection. These factors could have a significant adverse effect on our business, our results of operations, and our ability to meet our debt payment obligations on their respective maturity dates, as well as negatively affect the market value of our common shares and GDSs.

We cannot predict whether, and to what extent, the value of the Argentine Peso will depreciate or appreciate against the U.S. dollar or other foreign currencies, or how these uncertainties will affect our business.

Economic and political developments in Argentina, including changes in government policies and the regulatory environment, could adversely affect the Argentine economy and the sectors in which we operate.

The Argentine Government has historically exercised significant influence over the economy, and the Company has operated in a highly regulated environment. In the past, Argentine administrations have intervened directly in the economy, including through expropriations and nationalizations, the imposition of price controls and exchange controls, the establishment of minimum salary levels and mandatory employee benefits, restrictions on capital flows, and other measures that limited private sector activity.

Since December 2023, the current Argentine administration has sought to implement policies focused on deregulation, reducing state intervention in the economy, fiscal adjustment, and market liberalization. While these policies seek to promote private sector activity and foreign investment, several of these measures have been challenged in Congress and submitted to judicial proceedings. In addition, these measures remain subject to economic and social challenges, and their long-term sustainability is uncertain.

In 2023, the PEN enacted Decree No. 70/2023 contemplating several measures to reduce the size of the public administration and public expenses and to de-regulate the economy. In addition, on June 27, 2024, the Argentine Congress approved the Ley de Bases which declared a public emergency in administrative, economic and financial matters until July 8, 2025, and delegated a series of legislative powers to the PEN until that date. As of the date of this Annual Report, the impact that the reforms adopted by the current Argentine administration will have on the Argentine economy as a whole, and the financial sector in particular, remains uncertain and cannot be predicted. Despite the announced measures from the current Argentine administration aimed at reducing state intervention in the private sector, the level of intervention in the economy by the Argentine Government may increase, which may adversely affect Argentina’s economy and, in turn, our business, results of operations and financial condition. In March 2026, the PEN enacted the Argentine Labor Modernization Law which introduces substantial modifications to the employment contracting regime, severance payments, working hours, collective bargaining agreements, and the right to strike, with the objective of reducing labor informality and promoting private investment. The adoption of this law generated strong union and social resistance in Argentina, with massive demonstrations and threats of general strikes. The law has been subject to a number of judicial challenges, and the constitutionality of certain provisions remains under judicial review. Further judicial decisions could affect the implementation or enforceability of this  law.

On July 31, 2026, the PEN submitted to the Argentina Congress a bill to amend the Organic Charter of the Central Bank. The bill aims to strengthen the Central Bank’s functional and financial independence and restrict its ability to provide financing to the public sector, among other matters. On August 27, 2026, the Chamber of Deputies approved the bill with certain amendments, and the bill was referred to the Senate for its approval. On September 24, 2026, the Senate approved the bill with amendments and referred it back to the Chamber of Deputies for consideration of such amendments. As of the date of this Annual Report, the bill has not been enacted into law, and its ultimate scope and potential impact remain uncertain.

Existing and future measures may adversely affect Argentina’s international competitiveness, discouraging foreign investment and borrowing by foreign investors or increasing the outflow of foreign capital, which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. In addition, no assurance can be given that, in the future, additional monetary or exchange restrictions or controls will not be imposed by the Argentine Government. Any restriction on the transfer of funds abroad imposed by the Argentine Government could undermine our ability to pay dividends on our GDSs or make payments (of principal or interest) under our outstanding U.S. dollar-denominated indebtedness, as well as to meet any other foreign currency-denominated obligation.

In 2027, presidential elections are expected to take place in Argentina. The impact of these elections and any measures taken by the Argentine Government on the Argentine economy, as a whole and in the banking sector in particular, remains uncertain. A change in the Argentine Government administration could lead to the reintroduction of measures such as expropriations, nationalizations, mandatory contractual modifications, price controls, exchange controls, or changes in tax policies, including tax increases and retroactive claims. In addition, there can be no assurance that the economic and regulatory policies implemented by the current administration will continue following the election cycle or that a future administration will not adopt policies that differ materially from those currently in effect.

We cannot assure that the Argentine economic, regulatory, social, and political framework, or the policies or measures that the Argentine Government adopts or may adopt, will not adversely affect the market value of our common shares and GDSs, our business, financial condition, and/or results of operations.

The maintenance or implementation of additional exchange controls, restrictions on transfers abroad and restrictions on capital flows could limit the availability of international credit and could threaten the financial system.

In the past, the Argentine Government has increased controls over the sale of foreign currency, limiting the transfer of funds abroad. The measures taken by the Argentine Government significantly restricted access to the official MULC and, as a result, an unofficial U.S. dollar trading market developed in which the Peso-to-U.S. dollar exchange rate differed substantially from the official Peso-to-U.S. dollar exchange rate. Exchange controls were applied with respect to access to the MULC by Argentine residents for savings and foreign investment purposes, payment of external financial debts abroad, payment of foreign currency dividends abroad, payments of imports and exports of goods and services, and the obligation to repatriate and settle export earnings from goods and services in Pesos, among other matters.

The current Argentine administration has adopted measures to ease foreign exchange restrictions, including lifting substantially all the restrictions that applied to individuals who seek to access the official exchange market. As of the date of this Annual Report, foreign exchange restrictions applicable to legal entities remain in effect in Argentina. Foreign exchange restrictions could adversely affect our ability to access the international capital market, our ability to make principal and interest payments on debt and other amounts abroad, which in turn could adversely affect our business and results of our operations. We cannot predict how the current exchange restrictions will evolve or what additional measures could be adopted in the future by the Argentine administration.

On April 11, 2025, Argentina adopted a managed floating exchange rate regime with intervention bands, allowing the U.S. dollar rate to fluctuate within a predetermined range.

On December 15, 2025, the Central Bank announced a new monetary policy phase effective January 1, 2026, adjusting the bands monthly based on prevailing inflation levels to mitigate episodes of excessive volatility while allowing the exchange rate to fluctuate according to market conditions. In the first months of 2026, the Central Bank purchased approximately USD 4.0 billion in foreign currency under this policy. However, we cannot assure that the Central Bank will be able to continue purchasing foreign currency at the current pace, the frequency of such purchases, or whether these purchases will be sufficient to meet Argentina’s upcoming foreign currency-denominated debt obligations, which could adversely affect Argentina's access to international financing and, consequently, our business, financial condition and results of operations. As a result of these measures, the gap between the official exchange rate and other informal exchange rates that arise implicitly from certain capital market transactions narrowed significantly in 2025.

The Argentine Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency for different purposes. Furthermore, existing or future measures could undermine the Argentine Government’s public finances, which could adversely affect Argentina’s economy, which, in turn, could adversely affect our business, results of operations and financial condition.

Inflation could adversely affect the Argentine economy and our operational results

Historically, inflation has materially undermined the Argentine economy and its ability to create conditions conducive to economic growth in Argentina. High inflation may also undermine Argentina’s competitiveness abroad and lead to a decline in private consumption which, in turn, could also affect employment levels, salaries and interest rates. Moreover, a high inflation rate could undermine confidence in the Argentine financial system, reducing the Peso deposit base and negatively affecting long-term credit markets.

In recent years, Argentina has faced inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors. The current Argentine administration has implemented certain measures related to price deregulation in the supply of food, health insurance, communications, transportation, electricity and gas tariffs, and gasoline prices, which have affected prices and created additional inflationary pressure during December 2023 and 2024.

According to data published by the INDEC, during 2024 there was a significant deceleration of year-on-year inflation with respect to 2023, which continued during 2025. During 2024, The cumulative variation of Argentina’s CPI was 117.8%, representing a significant deceleration compared to the 211.4% recorded in 2023. During 2025, Argentina’s CPI was 31.5%, the lowest since 2017. Despite this deceleration, inflation continues to be high. During 2026, CPI rates were 2.9% in January, 2.9% in February, 3.4% in March, 2.6% in April, 2.1% in May, 1.9% in June, 2.1% in July, 1.7% in August, and 1.9% in September. On October 6, 2026, the Market Expectations Survey of the Central Bank projected inflation of 1.8% for October, 1.7% for November, and 1.9% for December 2026, as well as a cumulative inflation of 30.3% for the full year 2026. We cannot assure you that the Central Bank’s projections will effectively be verified, and that the fiscal and monetary policies adopted by the Argentine Government would be sufficient to sustain such a downward inflation trajectory.

As of the date of this Annual Report, the Argentine Government has partially restored price stability through fiscal and monetary policies based on a primary surplus. If such policies cannot be maintained, or in the future cease to be effective, an acceleration in inflation rates could be expected, with adverse effects on economic activity and on our financial position. A high rate of inflation affects Argentina's external competitiveness by diluting the effects of the Peso depreciation, negatively impacting employment and the level of economic activity, and undermining confidence in Argentina's banking system, which may further limit the availability of domestic and international credit for businesses.

In addition, a portion of Argentina's debt continues to be adjusted by the "CER," a monetary index that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in Argentine external debt, in whole or in part, and consequently in Argentina's financial obligations, which could exacerbate pressure on the Argentine economy. An inflationary environment could undermine our operating results, adversely affect our ability to finance our businesses' working capital needs on favorable terms, and impair our results of operations.

There is uncertainty as to the effectiveness of the policies implemented by the Argentine Government to control, maintain, and further reduce inflation and the potential impact of those policies in the future. We cannot assure you that inflation rates will not increase in the future or that the measures taken or to be taken by the Argentine Government to control inflation will be effective in the long term. High inflation may adversely affect the Argentine economy, which in turn may have a negative impact on our financial condition and results of operations.

High levels of public spending in Argentina could generate long-lasting adverse consequences for the Argentine economy.

In the past, the Argentine Government has maintained high levels of fiscal deficit and has regularly turned to the Central Bank to meet a portion of its financing requirements. In 2023, public sector revenues declined by approximately 4.7%, primarily as a result of a significant reduction in revenues due to the drought that occurred in 2023, public expenditures decreased by 4.9%, primarily due to a real-terms reduction in social benefits and subsidies, and the government achieved a primary fiscal deficit of 2.9% of Argentina’s GDP. In 2024, public sector revenues increased by approximately 7.2% in real terms and public expenditures decreased by 4.4% compared to 2023, primarily due to a reduction in public works spending, and the government achieved a primary fiscal surplus of 1.8% of Argentina’s GDP. In 2025, revenues of the Argentine Government decreased by approximately 2.6% in real terms and total expenditures decreased by approximately 2.1% compared to 2024, primarily due to the expiration of the PAIS tax (a tax created by Law No. 27.541 on purchases of foreign currency and certain foreign-currency payments for imports, services and travel abroad), lower income tax collections and a 15.5% decline in export duties, while the Argentine public sector achieved a primary fiscal surplus of approximately 1.4% of Argentina's GDP, compared to 1.8% in 2024.

In 2025, for the second consecutive year, the Argentine public sector accumulated a financial surplus. The financial surplus amounted to ARS 1,453,819 million, resulting from a primary surplus of ARS 11,769,219 million (approximately 1.4% of Argentina’s GDP), less interest payments on public debt, net of intra-public-sector payments on public debt of ARS 10,315,400 million. During the first eight months of 2026, the Argentine public sector accumulated a primary fiscal surplus of approximately 1.1% of Argentina’s GDP and a financial surplus of approximately 0.2% of Argentina’s GDP. In August 2026, the Argentine public sector recorded a primary surplus of ARS 1,990,322 million and a financial surplus of ARS 635,529 million.

On December 26, 2025, the Argentine Congress approved the budget for Argentine for fiscal year 2026, which is the first budget passed under the current administration, which projects a primary surplus of 1.2% of GDP and a zero fiscal deficit. According to legislators involved in the approval process, this marks the first time in 13 years that Argentina has approved a budget with a zero deficit target. In addition, on September 15, 2026, the PEN submitted to the Argentine Congress the draft budget for fiscal year 2027, which is currently under consideration. The draft budget projects real GDP growth of 4.0% in 2027, year-on-year inflation of 18% by December 2027, an exchange rate of approximately ARS 1,848 per U.S. dollar at year-end and a primary fiscal surplus equivalent to approximately 1.3% of GDP.

Despite the current administration's commitment to eliminate the fiscal deficit, and the achievement of a financial and primary fiscal surplus in 2024 and 2025, we cannot assure you that such levels of public spending and public sector revenues can be sustained by the Argentine Government. As a result, we cannot assure you that in the future the Argentine Government will not seek to finance its deficit by obtaining access to the liquidity available at local financial institutions. In such event, government initiatives that increase local financial institutions' exposure to the public sector could affect the liquidity and asset quality of the financial system and have a negative effect on customer confidence in the financial system.

Argentina's ability to obtain financing from international markets could be limited, which could affect its ability to implement reforms and foster economic growth.

The Argentine Government has repeatedly faced difficulties in the payment of its sovereign debt in the past. As a result, the Argentine Government may not have access to international financing, or its access may be costly, which would limit its ability to make investments and foster economic growth. Additionally, Argentine companies may also have difficulty accessing international financing, at reasonable costs or at all.

Following its external debt default in 2001, Argentina carried out successive debt restructuring processes through exchanges conducted in 2005, 2010, a settlement with holdout creditors in 2016, and a debt exchange in 2020, which achieved majority creditor participation. Although the Argentine Government has reached agreements with the majority of such creditors and, in March 2026, announced a preliminary agreement with the remaining creditors, which led to the suspension of judicial proceedings against the Argentine Government, it cannot be assured that these agreements will be implemented on the anticipated terms or that new claims will not arise.

In 2009, Argentina entered into a swap agreement with the People's Republic of China (China) for CNY 70 billion (approximately USD 9.9 billion). In August 2026, the Argentine Government reached an agreement with China to refinance the swap, pursuant to which the maturity dates of the swap were extended to 2031. A devaluation of the Chinese yuan could affect the value of the debt denominated in that currency and the Central Bank’s reserve balance.

In January 2022, Argentina entered into a 30-month Extended Fund Facility arrangement with the IMF to refinance the debt originally borrowed from the IMF in 2018, for an amount of more than USD 40 billion. The arrangement expired at the end of 2024, upon completion of its original term; however, repayment obligations under that program, including interest and surcharges, remain outstanding and are scheduled to be serviced over the coming years.

In December 2023, under the administration of President Milei, the Development Bank of Latin America granted a loan to Argentina for USD 960 million, intended as bridge financing to allow Argentina to cover its debt service payments to the IMF. In November 2024, the Inter-American Development Bank and the World Bank provided financing to Argentine in the amount of approximately USD 4 billion.

In April 2025, the IMF approved an extended fund facility program for Argentina totaling approximately USD 20 billion, with a 10-year term and a 4.5 year-grace period on payments of principal. By the end of 2025, disbursements under this extended fund facility program are expected to total USD 15 billion, of which USD 12 billion were disbursed to Argentina in April 2025 and USD 2 billion in August 2025, and USD 1 billion is expected to be disbursed before the end of 2025. The program aims to strengthen the Central Bank’s reserves, partially lift currency controls with a band between 1,000 and 1,400 pesos per dollar, and stabilize the exchange rate. The USD 12 billion from the first disbursement was used to fully repay the Central Bank’s non-transferable notes maturing in 2025 and 2026, and to partially repay the Central Bank’s non-transferable notes maturing in 2029.

Additionally, on April 11, 2025, the World Bank and the Inter-American Development Bank approved the granting of financial assistance to Argentina under multi-year programs in the amounts of USD 12 billion and USD 10 billion, respectively. On July 24, 2025, the IDB approved two additional loans totaling USD 1.2 billion to strengthen fiscal sustainability, improve the business climate, and boost competitiveness under the IDB’s new 2025-2028 country strategy for Argentina. These loans are part of the USD 10 billion financing package that the IDB will provide to Argentina’s public and private sectors over the next three years.

In the past, Argentina has negotiated amendments to its debt instruments with the members of the Paris Club. In 2020, Argentina postponed the payment of USD 2.1 billion which was due in May 2020 and subsequently proposed to extend other maturities and reduce the interest rates of such instruments. After several extensions and a temporary “bridge” loan entered into between Argentina and the members of the Paris Club to avoid default under the existing debt instruments, in October 2022 an addendum was signed rescheduling the payment of USD 1.971 million, reducing the initial interest rate from 9% to 3.9% in the first installments and extending maturities until 2028. In June 2023, Argentina signed bilateral agreements with 15 of the 16 creditor countries to refinance the outstanding debt.

In October 2025, the U.S. Secretary of Treasury announced that the U.S. Government had reached an agreement with the Argentine Government to implement a USD 20 billion currency swap with the Central Bank. The U.S. Secretary of Treasury also reported that the U.S. Department of Treasury had sold U.S. dollars in the Argentine market in exchange for pesos in order to strengthen the stability. In January 2026, the Central Bank reported that these transactions had been settled in December 2025.

On October 6, 2025, JP Morgan announced the removal of Argentina from its EMBI+ index, which measures sovereign risk on a real-time basis, and its inclusion solely in the EMBI Global Diversified index, which is updated once per day. This change may reduce the visibility and liquidity of Argentine debt instruments and could negatively affect investor perception of Argentine sovereign and corporate credit risk. A potential decrease in investor demand or an increase in the risk premium required for Argentine issuers could result in higher financing costs and reduced access to international capital markets. Any such developments could adversely affect the market value of our debt securities and our ability to obtain financing on favorable terms.

Due to past or potential future defaults on its indebtedness, and despite recent developments, we cannot assure you that Argentina will have access to international financing in the future, on reasonable terms or at all. If Argentina is not able to access financing, it may not be able to foster economic growth and invest in the country. As a result, we cannot assure you that private companies in Argentina, including us, will have access to financing on reasonable terms or at all, which could adversely affect our business, financial condition and results of operations.

The Argentine economy could be adversely affected as a result of a decline in international commodity prices.

Argentina's economy has historically focused on the production and export of certain commodities, including agricultural products such as grains, fats and oils, beef, and dairy products, and petroleum. Argentina's dependence on the production and export of these commodities has made the country more vulnerable to fluctuations in their prices.

The commodities market is characterized by its volatility. A decrease in commodity prices can adversely affect the Argentine Government's fiscal revenues and the Argentine economy as a whole and, as a result, negatively impact our business, results of operations, and financial condition. Given its dependence on agricultural commodities, Argentina is also vulnerable to weather events, such as the droughts that occurred in Argentine in 2018 and 2023, which can adversely affect agricultural production, reducing fiscal revenues and U.S. dollar inflows. The negative impact that these droughts had on the agriculture sector in Argentina was exacerbated by the historic drop in the Paraná river (Argentina’s main river) and a large number of fire outbreaks in multiple Argentine provinces during 2022. In addition, in 2024, rainfall in the core region of Argentina, the most productive area of the country, was close to the historical average, although in December 2024 rainfall was below the historical average. If any severe weather events, including droughts, occur in the future, productive activities in Argentina, the level of foreign exchange reserves in the Central Bank and the Argentine economy as a whole could be adversely affected.

The conflict between Russia and Ukraine and the conflict in the Middle East have affected and could continue to affect other countries worldwide, generating increases in the international prices of oil, gas and other commodities, including those produced by Argentina. However, a long-term decrease in the international price of oil would negatively impact the oil and gas prospects of Argentina and result in a decrease in foreign investment in these sectors. In addition, foreign trade policies announced by the new U.S. administration may have a significant impact in international prices and, consequently, demand. We cannot predict the impact that these policies may have on investment levels and prices of commodities, and how these impacts may affect the Argentine economy.

Additionally, on January 3, 2026, the United States launched a series of airstrikes against Venezuela, in which President Nicolás Maduro and his wife, First Lady Cilia Flores, were captured and removed from the country. Following the airstrikes, Venezuela declared a state of national emergency, and the Venezuelan Supreme Court of Justice, as a consequence of Maduro's capture, proclaimed Vice President Delcy Rodríguez as President of Venezuela. We are unaware of the consequences that this U.S. military action may have on Venezuela, the region, and/or globally.

In 2026, the escalation of geopolitical tensions in the Middle East, in particular the conflict with Iran, has generated significant volatility in international energy and commodity markets. In this context, the risk of disruptions to strategic routes such as the Strait of Hormuz, through which a substantial portion of global oil and gas supply transits, has driven increases in international crude oil prices and has generated disruptions in logistics chains, as well as increases in transportation costs and the costs of key inputs such as fertilizers. These events may have mixed effects for Argentina: while an increase in the prices of certain commodities could positively impact export revenues, it could also increase domestic costs, put pressure on inflation, and elevate risk aversion in international markets, raising the cost of access to financing for emerging economies. It cannot be assured that these geopolitical tensions will not intensify or that their effects on international markets will not have an adverse impact on the Argentine economy and, consequently, on our business, financial condition, and results of operations.

A sustained decline in the international price of the main commodities exported by Argentina, or any future weather event or condition, could have an adverse effect on the agricultural sector. This would negatively impact the Argentine Government's revenues and its ability to meet its public debt payments, potentially generating recessionary or inflationary pressures, thereby adversely affecting our business, financial condition, and results of operations.

Developments in other countries and "contagion" effects could have an adverse effect on the Argentine economy and our financial performance.

Although economic conditions vary from country to country, investor perceptions of events occurring in certain countries have substantially affected in the past, and may continue to substantially affect, capital flows and investments in securities issued by entities in other countries, including Argentina.

The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, our ability to access credit and international capital markets, our financial condition, and our results of operations, which is likely to be more severe in an emerging market economy, such as Argentina.

Argentina’s economy remains vulnerable to external shocks that could be caused by adverse regional or global developments. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the EU, China and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economy.

                On November 3, 2024, the United States held a presidential election in which President Trump was elected president of the United States. Mr. Trump assumed the presidency on January 20, 2025. The U.S. political environment may be affected by the congressional midterm elections scheduled for November 2026, which will determine control of both chambers of the U.S. Congress for the following legislative term. These elections will involve all seats in the U.S. House of Representatives and a portion of the seats in the U.S. Senate, and their outcome could influence the administration’s ability to advance its legislative agenda. Depending on the electoral outcome, changes in congressional leadership could affect the scope or implementation of U.S. economic and trade policies, including measures that may influence tariffs, supply chains, or market access for international exporters operating in or trading with the United States.

On February 5, 2026, Argentina and the United States signed a bilateral trade and investment agreement intended to reduce tariff and non-tariff barriers and expand investment between the two countries. Although the agreement is expected to facilitate increased trade between the two countries, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. As of the date of this Annual Report, the agreement has not been approved by the Argentine Congress.

In June 2025, following Israeli strikes on Iranian military infrastructure, the United States launched a major air attack targeting Iran’s nuclear facilities at Fordow, Natanz, and Isfahan. The U.S. strikes caused significant damage and marked a dramatic escalation in U.S.-Iran tensions, raising fears of a wider regional war. On February 28, 2026, the United States and Israel further conducted several air strikes on Iran and in retaliation Iran fired ballistic missiles at Israel and targeted at least four U.S. military bases in the Persian Gulf. Since that date, intense military actions and bombings by the United States, Israel and Iran have continued in the Middle East, including reported attacks in other countries, such as Iraq, Saudi Arabia, Qatar and Bahrain. Continuation and further escalation of these conflicts could lead to the involvement of other countries in the conflict. The Argentine administration has publicly expressed its alignment with the United States and Israel in foreign policy matters, which could expose Argentina to diplomatic or trade repercussions from countries or blocs that oppose such positions.

In January 2026, the United States Government carried out a military operation that culminated in the capture and subsequent transfer to the United States of Nicolás Maduro, whose legitimacy as President of Venezuela was questioned by various states and international organizations, generating a scenario of political and institutional uncertainty. As a result, the economic and social situation in Venezuela could worsen, and regional instability and the risk perception of Latin American markets could increase. Likewise, developments in Venezuela, as a country historically relevant to the production and export of hydrocarbons, could increase volatility in international energy markets and affect oil and other commodity prices, with potential effects on the Argentine economy.

Likewise, international geopolitical developments, including armed conflicts and tensions in various regions, have generated and could continue to generate volatility in Argentina’s economy, the financial markets and international energy and commodity prices. The extent to which the conflicts described above may affect Argentina international relations, trade flows and overall economy remains uncertain, and any adverse consequences could in turn negatively impact our business, financial condition and results of operations.

On October 4, 2026, Brazil held the first round of its general elections, in which no presidential candidate obtained the absolute majority of valid votes required to be elected. Right-wing senator Flávio Bolsonaro from Partido Liberal (Liberal Party) received 47.03% of the votes and incumbent President left-wing Luiz Inácio Lula da Silva from Partido dos Trabalhadores (Workers’ Party) received 45.16% of the votes. As a result, the two candidates will compete in a runoff election scheduled for October 25, 2026, with the next presidential term set to begin on January 5, 2027. The outcome of such election remains uncertain and may result in changes to Brazil’s economic, fiscal, trade, environmental, foreign investment or foreign exchange policies. Given Brazil’s importance to Argentina’s economy and regional trade, any material changes in such policies or a deterioration of economic conditions in Brazil could adversely affect economic activity, investment flows and trade in Argentina, which could in turn adversely affect our business, financial condition and results of operations.

In addition, the economic performance of Brazil, one of Argentina's main trading partners, may affect Argentina’s economy. A depreciation of the Brazilian Real against the U.S. dollar has in the past (including the recent months) and would again in the future put additional pressure on the exchange rate for the Argentine Peso against the U.S. dollar. Likewise, a significant depreciation of the Brazilian Real against the U.S. dollar or slower economic growth in Brazil could affect the competitiveness of Argentine exports and demand for Argentine goods, particularly in industrial sectors.

Economic conditions in Argentina may also be adversely affected by public health events in Argentina or abroad, including the outbreak of contagious diseases, or regional or global pandemics, and the measures taken by governments, regulators and businesses to respond to any events.

Argentina could be adversely affected by negative economic or financial developments in other emerging and developed countries, which in turn may have a material adverse effect on the Argentine economy and, indirectly, on our business, financial condition, and results of operations, and the market value of our common shares and GDSs. We cannot assure you that events in other market countries will not adversely affect our financial performance.

The interruption of the publication of Argentine economic indices, or changes in their calculation methodologies, could affect the projections made by the Company.

In 2014, the INDEC established a new CPI, the CPI, which reflects a broad measurement of consumer prices, considering price information from the 24 provinces of the country, divided into six regions. In response to challenges to the credibility of the CPI, as well as other indices published by the INDEC, the Argentine Government declared an administrative state of emergency for the national statistical system and INDEC on January 8, 2016, based on a determination that the INDEC had failed to produce reliable statistical information, particularly with respect to the CPI, GDP, inflation and foreign trade data, as well as poverty and unemployment rates, and temporarily suspended the publication of certain statistical data pending the reorganization of its technical and administrative structure to recover its capacity to produce reliable statistical information. In 2017, the INDEC began publishing a national CPI, which is based on a survey conducted by the INDEC and various provincial statistical offices in 39 urban areas, including each of the provinces of Argentina.

As a result of changes to the GDP calculation methodology made by the INDEC, certain holders of Argentine bonds maturing in 2035 that were issued under English and Welsh law filed a lawsuit claiming damages caused by these changes. In April 2023, Judge Simon Picken of the High Court of Justice in London issued a ruling determining that the change in the GDP calculation methodology and its evolution caused losses to bond holders, ordering Argentina to pay damages and compensations in the amount of Euro 643 million and Euro 1,330 million, respectively. The Argentine Government has appealed this decision. However, in October 2024, the Supreme Court of the United Kingdom rejected the Argentine Government’s request for appeal. As a result, Argentina will have to pay Euro 1,330 million along with the applicable interests. On January 14, 2025, the Court of Appeals requested an order instructing Banco Santander to enforce the Euro 313 million guarantee. As a result, the plaintiffs in the case enforced a Euro 313 million guarantee that Argentina had deposited in March through a letter of credit issued by Banco Santander. In June 2025, the bondholders initiated proceedings in the United States, petitioning the District Court for the District of Columbia to recognize the British judgments in order to enforce them in that country.

In 2026, the INDEC prepared an updated CPI methodology designed to better reflect current consumption patterns by adopting a basket of goods and services based on the 2017–2018 Household Income and Expenditure Survey—replacing the outdated 2004 basket—and reweighting categories (giving greater emphasis to services such as housing, utilities, and transportation) to improve representativeness and international comparability, with publication initially planned for February 2026 using January 2026 data; however, amid controversy over the change, INDEC director Marco Lavagna resigned in early February 2026 and Economy Minister Luis Caputo announced that the methodological update would be postponed until the disinflation process is fully consolidated, meaning the existing CPI formula remains in effect for the time being and prompting debate among economists regarding the credibility and representativeness of Argentina's official inflation figures.

Any future correction or required reformulation of INDEC's indices could result in a decrease in confidence in the Argentine economy, which, in turn, could have an adverse effect on our ability to access the international capital markets to finance our operations and growth, and which could, in turn, adversely affect our results of operations and financial condition and cause the market value of our common shares and GDSs to decline.

The Company's operating costs could increase as a result of the promotion or adoption of certain measures by the Argentine Government, as well as pressure from labor unions.

In the past, the Argentine Government has promoted and enacted laws and collective bargaining agreements that imposed on private sector employers the obligation to maintain certain wage levels and to grant additional benefits to their employees. In addition, employers have been under strong pressure from their employees and trade unions to grant wage increases and other benefits.

By means of Resolution No. 4/2026 of the Argentine Council for Employment, Productivity, and the Living Minimum Wage, established that as of October 1, 2026, the living minimum wage in Argentina is ARS 391,200 for monthly-paid workers working the full legal working hours, and ARS 1,956 per hour for hourly workers. Under the resolution, living minimum wages in Argentina will increase from November 2026 until April 2027 on a monthly basis and, effective as of April 1, 2027, the living minimum wage in Argentina is expected to be ARS 437,000 for monthly-paid workers working the full legal working hours, and ARS 2,185 per hour for hourly workers.

Likewise, we cannot assure you that in the future the Argentine Government will not enact measures that result in increases in the living minimum wage and/or in benefits, compensation, or other labor costs that employers must bear. Any wage increase and/or any other increase in labor costs could result in higher costs and a decrease in our results of operations. For more information see “– Labor relations may negatively impact us.”

Failure to adequately address actual and perceived risks of institutional deterioration and corruption could adversely affect Argentina's economy and financial condition.

The absence of a strong and transparent institutional framework for contracts with the Argentine Government and its agencies, and corruption allegations, have affected and continue to affect Argentina. Argentina ranked 104th out of 182 in the Transparency International’s 2025 Corruption Perceptions Index.

As of the date of this Annual Report, there are several ongoing investigations into allegations of money

laundering and corruption, which have negatively impacted the Argentine economy and political environment. These investigations include the so-called “Cuadernos” case, which initiated in 2018 and relates to alleged systematic bribery payments in connection with public work contracts, and the “Vialidad” case, in which the Supreme Court confirmed the conviction of former President Cristina Fernández de Kirchner for fraudulent administration in June 2025. In addition, during 2025 and 2026, various investigations and complaints were initiated related to alleged acts of corruption and money laundering involving officials and political figures of the current administration.

We cannot assure you what the outcome of those investigations will be or the impact they could have on political stability, investor confidence, or the business climate in Argentina. Depending on the results of these investigations and how long it takes to finalize them, companies involved may be subject to, among other consequences, a decrease in their credit ratings, having claims filed against them by

investors in their equity and debt securities, and may further experience restrictions on their access to financing

through the capital markets, all of which will likely decrease their income. Additionally, if criminal cases against companies move forward, they may be restricted from rendering services or may face new restrictions due to their customers’ internal policies and procedures. These adverse effects could restrict these companies’ ability to conduct their operating activities and to fulfill their financial obligations.

Failure to address these matters could increase the risk of political instability, distort the decision-making process, and adversely affect Argentina's international reputation and its ability to attract foreign investment.

We cannot estimate the impact that these investigations could have on the Argentine economy. Likewise, it is not possible to predict the duration of the corruption investigations, which companies could be involved, or how broad the effects of these investigations could be, which may negatively impact the Argentine economy. In turn, decreased investor confidence resulting from any of these matters, among other problems, could have a significant adverse effect on the growth of the Argentine economy, which, in turn, could harm our business, our financial condition, and results of operations and affect the trading price of our common shares and GDSs.

Property values in U.S. dollars in Argentina could decline significantly.

Property values in U.S. dollars are influenced by multiple factors that are beyond our control, such as a decreased demand for real estate properties due to a deterioration of macroeconomic conditions or an increase in supply of real estate properties that could adversely affect the value in U.S. dollars of real estate properties. We cannot assure you that property values in U.S. dollars will increase or that they will not be reduced. Most of the properties we own are located in Argentina. As a result, a reduction in the value in U.S. dollars of properties in Argentina could materially affect our business and our financial statements due to the valuation of our investment properties at fair market value in U.S. dollars.

We are exposed to risks in relation to compliance with anti-corruption and anti-bribery laws and regulations.

Due to the nature of our activities, we are exposed to certain compliance risks. We must comply with regulations regarding customer conduct, market conduct, the prevention of money laundering and the financing of terrorist activities, the protection of personal data, the restrictions established by national or international sanctions programs and anti-corruption laws, including the Corporate Criminal Liability Law and the FCPA. Both the Corporate Criminal Liability Law and the FCPA impose liability against companies who engage in bribery of Argentine Government officials, either directly or through intermediaries. The anti-corruption laws generally prohibit providing anything of value to Argentine Government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we may deal with entities in which the employees are considered government officials. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements.

Although we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations, there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked, damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and financial condition. Further, litigations or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.

Argentina is subject to litigation by foreign shareholders of Argentine companies and holders of defaulted bonds issued by Argentina, which have resulted and may result in adverse judgments or attachments against Argentina's assets and limit its financial resources.

There are pending claims against the Argentine Government filed with the ICSID that could result in additional sanctions against the Argentine Government, which in turn could have a substantially adverse effect on the Argentine Government's ability to implement reforms and to foster economic growth. We cannot assure you that the Argentine Government will not fail to fulfill its obligations in the future.

Litigation, as well as ICSID claims against the Argentine Government, have given rise to significant judgments and may give rise to further significant judgments, and could result in attachments or injunctions related to Argentine assets that the Argentine Government intended to use for other purposes. As a result, the Argentine Government may not have all the financial resources necessary to fulfill its obligations, implement reforms, and foster growth, which could have a material adverse effect on the Argentine economy and, consequently, on our business, financial condition, and results of operations. There are pending ICSID claims against the Argentine Government that could result in additional awards against Argentina, which in turn could have a material adverse effect on the Argentine Government's ability to implement reforms and foster economic growth.

On March 31, 2023, the U.S. District Court for the Southern District of New York granted summary judgment in favor of YPF in connection with claims arising from the expropriation of YPF by Argentina in 2012 and the alleged failure to launch a tender offer for the remaining shares, dismissing all claims against YPF. The District Court also awarded approximately USD 16.1 billion in damages, which Argentina appealed. On March 27, 2026, the U.S. Court of Appeals for the Second Circuit reversed the judgment against Argentina, affirmed the dismissal of all claims against YPF and remanded the case for further proceedings. On June 2, 2026, the Second Circuit denied the plaintiffs’ petition for rehearing. On September 30, 2026, the plaintiffs filed a petition for a writ of certiorari seeking review by the U.S. Supreme Court. On October 20, 2026, the District Court formally vacated its 2023 judgment against Argentina, in accordance with the Second Circuit’s decision, and closed the proceedings before the District Court. The plaintiffs’ petition for a writ of certiorari remains pending before the U.S. Supreme Court.

Separately, in January 2025, the U.S. Supreme Court declined to hear Argentina’s appeal in litigation related to its 2001 sovereign debt default, allowing creditors to pursue the attachment of approximately USD 310 million in Argentine assets related to collateral securing Brady Bonds. The litigation stems from Argentina's default on Brady Bonds and other securities following the 2001 economic crisis. Although Argentina subsequently carried out debt restructurings in 2005, 2010 and 2016, certain creditors refused the exchange offers and pursued claims in U.S. courts seeking repayment of their holdings. In 2020, Argentina carried out a debt restructuring which resulted in the restructuring of approximately 99% of the eligible debt. On March 11, 2026, Argentina announced that it had reached an agreement in principle with its remaining holdout creditors, and the parties agreed to a standstill of the pending proceedings while the settlement is finalized. There is no assurance that the settlement will be finalized on the anticipated terms or that new claims will not arise. Continued or renewed litigation could adversely affect Argentina's access to financing and, in turn, our business, financial condition and results of operations.

Any downgrade in Argentina's credit rating or rating outlook could adversely affect both the rating and the market price of the Company's shares.

As of the date of this Annual Report, Argentina's long-term foreign currency debt is rated "B- (Stable)" by Fitch Ratings, "B- (stable outlook)" by S&P Global Ratings, and "B3 (positive outlook)" by Moody's Ratings.

On May 6, 2026, Fitch Ratings upgraded Argentina's long-term sovereign debt rating from "CCC+" to "B-," establishing a stable outlook. However, Fitch cautioned about the persistence of risks associated with the volume of foreign currency debt maturities projected for 2027 and the weakness in net reserve stocks. On June 10, 2026, S&P raised Argentina's long-term foreign currency sovereign credit rating from "CCC+" to "B-," maintaining a stable outlook. S&P noted that Argentina continues to face relevant challenges related to the accumulation of international reserves, the sustainability of economic reforms, and the evolution of the political and financial context. On July 21, 2026, Moody's upgraded Argentina's sovereign rating from "Caa1" to "B3" and changing the outlook from stable to positive.

On June 23, 2026, Morgan Stanley Capital International maintained Argentina as a "standalone" (independent) market, the lowest category in its classification. MSCI noted that, while advances had been observed in macroeconomic and regulatory matters, restrictions persisted that limited foreign investors' access to the Argentine market, and therefore the country was not included among the markets considered for potential reclassification in that review.

Notwithstanding the foregoing, a downgrade, suspension, or withdrawal of the credit ratings of Argentine companies could give rise to the following consequences, among others: (i) an increase in financing costs and other difficulties in obtaining funds; (ii) the need to provide additional collateral in connection with financial market transactions; and (iii) the termination or cancellation of existing agreements.

Climate change-related risks may adversely affect Argentina’s economy

The Argentine economy may be affected by climate related events, including droughts, wildfires, and severe flooding, which are unpredictable and may be exacerbated by the effects of climate change. As of the date of this Annual Report, Argentina is experiencing an El Niño event, and the Argentine National Meteorological Service reported a 100% probability that El Niño conditions will persist during October and November 2026. Such conditions may contribute to changes in precipitation patterns and increase the risk of extreme rainfall and flooding in certain regions of Argentina. The risks associated with climate change could manifest in difficulties of Argentina to access capital due to public image issues with investors and increased costs to the Argentine Government due to the implementation of energy transition policies which may lead to increasing electrification in urban mobility.

Risks Relating to our Business

We are subject to risks inherent to the operation of shopping malls that may affect our profitability.

Our shopping malls are subject to various factors that affect their development, administration and profitability, including:

An increase in our operating costs could also have a material adverse effect on us if our tenants were to become unable to pay higher rent we may be required to impose as a result of increased expenses. Moreover, the shopping mall business is closely related to consumer spending and affected by prevailing economic conditions. All of our shopping malls and commercial properties are located in Argentina, and consequently, these operations may be adversely affected by recession or economic uncertainty in Argentina. Persistently poor economic conditions could result in a decline in consumer spending which could have a material adverse effect on shopping mall revenue.

Our performance is subject to the risks associated with our properties and with the real estate industry.

Our operating performance and the value of our real estate assets, and as a result, the value of our securities, are subject to the risk that our properties may not be able to generate sufficient revenue to meet our operating expenses, including debt service and capital expenditures, our cash flow needs and our ability to service our debt service obligations. Events or conditions beyond our control that may adversely affect our operations or the value of our properties include:

If any one or more of the foregoing conditions were to affect our activities, this could have a material adverse effect on our financial condition and results of operations, and as a result, on the Company’s results.

We could be adversely affected by decreases in the value of our investments.

Our investments are exposed to the risks generally inherent to the real estate industry, many of which are out of our control. Any of these risks could adversely and materially affect our business, financial condition and results of operations. Any returns on capital expenditures associated with real estate are dependent upon sales volumes and/or revenue from leases and the expenses incurred. In addition, there are other factors that may adversely affect the performance and value of a property, including local economic conditions prevailing in the area where the property is located, macroeconomic conditions in Argentina and globally, competition, our ability to find leases and our ability to perform on our leases, changes in legislation and in governmental regulations (such as the use of properties, urban planning and real estate taxes) as well as exchange controls (given that the real estate market in Argentina relies on the U.S. dollar to determine valuations), variations in interest rates (including the risk of an increase in interest rates that reduces sales of lots for residential development) and the availability of third party financing. In addition, given the relative illiquidity of the Argentine real estate market, we could be unable to effectively respond to adverse market conditions and/or be compelled to undersell one or more properties. Some significant expenses, such as debt service, real estate taxes and operating and maintenance costs do not fall when there are circumstances that reduce the revenue from an investment, increasing our relative expenditures. These factors and events could impair our ability to respond to adverse changes in the returns on our investments, which in turn could have an adverse effect on our financial position and the results of our operations.

Our level of debt may adversely affect our operations and our ability to pay our debt as it becomes due and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.

As of June 30, 2026, our consolidated financial gross debt amounted to ARS 1,006,699 million. We are generating sufficient funds from our operating cash flows to meet our debt service obligations and our ability to obtain new financing is adequate. Considering the current availability of loan financing in Argentina, we cannot assure you that we will have sufficient cash flows and adequate financial structure in the future. For more information see “Item 10. Additional Information—D. Exchange Controls.”

Our leverage may affect our ability to refinance existing debt or borrow additional funds to finance working capital requirements, acquisitions and capital expenditures. Access to equity and debt financing options may be restricted and it may be uncertain how long these economic circumstances may last. This would require us to allocate a substantial portion of cash flow to repay principal and interest, thereby reducing the amount of money available to invest in operations, including acquisitions and capital expenditures.

We may not be able to generate sufficient cash flows from operations to satisfy our debt service requirements or to obtain future financing. If we cannot satisfy our debt service requirements or if we default on any financial or other covenants in our debt arrangements, the lenders and/or holders of IRSA’s securities will be able to accelerate the maturity of such debt or default under other debt arrangements. Our ability to service debt obligations or to refinance them will depend upon our future financial and operating performance, which will, in part, be subject to factors beyond our control such as macroeconomic conditions and regulatory changes in Argentina. If we cannot obtain future financing, we may have to delay or abandon some or all of our planned capital expenditures, which could adversely affect our ability to generate cash flows and repay our obligations as they become due.

For more information see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and capital resources—Indebtedness”.

Our assets are highly concentrated in certain geographic areas and an economic downturn in such areas could have a material adverse effect on our results of operations and financial condition.

As of June 30, 2026, most of our revenue from leases and services provided by the Shopping Malls segment derived from properties located in the City of Buenos Aires and the Greater Buenos Aires metropolitan area. In addition, all of our office buildings are located in Buenos Aires and a substantial portion of our revenue is derived from such properties. Although we own properties and may acquire or develop additional properties outside Buenos Aires and the Greater Buenos Aires metro area, we could be largely affected by economic conditions or by other effects which could affect these high populated areas. Consequently, an economic downturn in those areas could cause a reduction in our rental income and adversely affect our ability to comply with our debt service and fund operations.

The loss of tenants could adversely affect our operating revenue and value of our properties.

Although no single tenant represents more than 5.8% of our revenues in any fiscal year, if a significant number of tenants at our retail or office properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, or if we failed to retain them, our business could be adversely affected. Further, our shopping malls typically have a significant “anchor” tenant, such as well-known department stores, that generate consumer traffic at each mall. A decision by such tenants to cease operating at any of our shopping mall properties could have a material adverse effect on our financial condition and the results of our operations. In addition, the closing of one or more stores that attract consumer traffic may motivate other tenants to terminate or to not renew their leases, to seek rent concessions and/or close their stores. Moreover, tenants at one or more properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies.

If upon expiration of a lease for any of our properties a tenant does not renew its lease, or upon termination of a lease for any of our properties, we may not be able to lease the property to a new tenant promptly, may need to incur capital expenditures to re-condition, renovate or re-lease the relevant properties to attract new tenants, and the terms of any renewal or new lease (including the cost of renovations or tenant improvements) may be less favorable to us than the current lease terms. Any delays in re-leasing vacant properties, or the inability to re-lease them at comparable rental rates, could have a material adverse effect on the Company’s business, financial condition and results of operations.

We may face risks associated with acquisitions of properties.

As part of the Company’s growth strategy, we have acquired, and intend to do so in the future, properties, including large properties, that tend to increase the size of our operations and potentially alter our capital structure. Although we believe that the acquisitions we have completed in the past and that we expect to undertake enhance the Company’s financial performance, the success of such transactions is subject to a number of uncertainties, including the risk that:

If we are unable to find suitable acquisition targets, or if we find them and are unable to complete the acquisitions on favorable terms or to manage acquired properties to meet our goals, our business, financial condition, results of operations and prospects or the market price of our GDSs could be materially and adversely affected.

In addition, we face risks arising from the acquisition of properties not yet fully developed or in need of substantial renovation or redevelopment, including, in particular, the risk that we overestimate the value of the property, the risk that the cost or time to complete the renovation or redevelopment will exceed our budget and the risk that the relevant location is never developed. Those delays or cost overruns may arise from:

Any failure to complete a development project in a timely manner and within budget or to lease the project after completion could have a material adverse effect on our business, financial condition, results of operations and prospects or the market price of our GDSs.

Our future acquisitions may not be profitable.

We seek to acquire additional shopping malls to the extent we manage to acquire them on favorable terms and conditions and they meet our investment criteria. Acquisitions of commercial properties entail general investment risks associated with any real estate investment, including:

If we acquired a business, we will be required to merge and integrate the operations, personnel, accounting and information systems of such acquired business. In addition, acquisitions of or investments in companies may cause disruptions in our operations and divert management’s attention away from day-to-day operations, which could impair our relationships with our current tenants and employees.

An adverse economic environment for real estate companies and the credit crisis may adversely affect our results of operations.

The success of our business and profitability of its operations depend on continued investment in real estate and access to long-term financing. A prolonged crisis of confidence in real estate investments and lack of credit for acquisitions may constrain our growth and the maintenance of our current business and operations. As part of our strategy, we intend to increase our properties portfolio through strategic acquisitions at favorable prices, where we believe we can bring the necessary expertise to enhance property values. In order to pursue acquisitions, we may require capital or debt financing. Disruptions in the financial markets may adversely impact our ability to refinance existing debt and the availability and cost of credit in the future. Any consideration of sales of existing properties or portfolio interests may be offset by lower property values. Our ability to make scheduled payments or to refinance our existing debt obligations depends on our operating and financial performance, which in turn is subject to prevailing economic conditions. If disruptions in financial markets prevail or arise in the future, we cannot provide assurances that Argentine Government responses to such disruptions will restore investor confidence.

In September 2021, Evergrande, one of China’s largest real estate companies, announced that it would be unable to meet its debt obligations. Since then, the markets have been negatively impacted by the announcement. In August 2023, Evergrande filed for bankruptcy, seeking recognition of foreign restructuring proceedings before the High Court of Hong Kong and the High Court of the Eastern Caribbean Supreme Court of the British Virgin Islands. In January 2024, the High Court of Hong Kong ordered Evergrande to liquidate its subsidiary in mainland China following a failed attempt to restructure USD 300 billion owed to its creditors. Following that liquidation order, trading of its shares was suspended and has since remained halted due to non-compliance with the requirements for resumption. Finally, on August 25, 2025, after trading in its shares had remained suspended for more than 18 months, Evergrande was delisted from the Hong Kong Stock Exchange.

According to the International Monetary Fund's 2025 analysis, the real estate sector in China accounts for approximately 20% of China’s economic activity, and more than two-thirds of household wealth is tied to the real estate sector.

We cannot predict whether, or to what extent, the uncertainty arising from the property crisis in China may affect our business, stabilize the markets or increase liquidity and the availability of credit.

Our revenue and profit may be materially and adversely affected by continuing inflation and economic activity in Argentina.

Our business is mainly driven by consumer spending since a portion of the revenue from our Shopping Mall segment derives directly from the sales of our tenants, whose revenue relies on the sales to consumers. As a result, our revenues and net income are impacted to a significant extent by economic conditions in Argentina, including the development in the textile industry and domestic consumption both of which experienced significant declines during 2019, 2020 and 2021. Consumer spending is influenced by many factors beyond our control, including consumer perception of current and future economic conditions, inflation, political uncertainty, rates of employment, interest rates, taxation and currency exchange rates. Any continuing economic slowdown, whether actual or perceived, could significantly reduce domestic consumer spending in Argentina and therefore adversely affect our business, financial condition and results of operations.

According to INDEC, as of June 2026, the manufacturing industrial production index for textiles, clothing, leather and footwear recorded a year-on-year decrease of 10.8% compared to the same month of the previous year, while the cumulative figure for the first six months of 2026 decreased by 17.1% compared to the same period of 2025. Meanwhile, in May 2026, the total sales index at constant prices in shopping malls increased by 11.9% compared to the same month of 2025. The cumulative figure for January-May 2026 decreased by 2.1% compared to the same period of 2025. Likewise, according to INDEC, during the first quarter of 2026, public consumption decreased by 2.4%, while private consumption increased by 0.8%, in both cases compared to the previous quarter and on a seasonally adjusted basis.

Some of the land we have purchased is not zoned for development and we may be unable to obtain, or may face delays in obtaining, the necessary zoning permits and other authorizations.       

We own several plots of land which are not zoned for our intended development plans. In addition, we have not yet applied for the required land use, building, occupancy and other required governmental permits and authorizations for these properties. We cannot assure you that we will continue to be successful in our attempts to rezone land and to obtain all necessary permits and authorizations, or that rezoning efforts and permit requests will not be delayed or rejected. Moreover, we may be affected by building moratorium and anti growth legislation. If we are unable to obtain the governmental permits and authorizations we need to develop our present and future projects as planned, we may be forced to make unwanted modifications to such projects or abandon them altogether.

We may face risks associated with land-takings in Argentina.

Land-taking is a long-standing problem in Argentina that has escalated throughout the years with every economic crisis.

The spread of land takes has revived an old debate in Argentina. There is a conflict between two groups that claim, on the one hand, a right to decent housing, and on the other hand a group that claims that the right to private property should be respected. Argentina’s constant and cyclical economic crises over the past 50 years have also caused poverty to rise sharply, so less people can access a roof, resulting in a housing deficit.

As a consequence, we cannot provide assurance that Argentine Government responses to such disruptions will restore investor confidence in Argentine lands, which could have an adverse impact on our financial condition and results of operations.

Our dependence on rental income may adversely affect our ability to meet our debt obligations.

A substantial part of our revenue is derived from rental income. As a result, our performance depends on our ability to collect rent from our tenants. Our revenue and profits would be negatively affected if a significant number of our tenants or any significant tenant were to:

Any of these actions could result in the termination of leases and the loss of related rental income. In addition, we cannot assure you that any tenant whose lease expires will renew that lease or that we will be able to re-let the space on economically reasonable terms. The loss of rental revenue from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and our ability to comply with our debt service obligations. These factors are particularly disruptive in the context of emergency situations, such as pandemics or epidemics, which may cause significant adverse impacts on our business.

It may be difficult to buy and sell real estate quickly and transfer restrictions may apply to part of our portfolio of properties.

Real estate investments are relatively illiquid and this tends to limit our ability to change the mix of our portfolio in response to economic circumstances or other conditions. In addition, significant expenditures associated with each investment, such as mortgage payments (if any), real estate taxes and maintenance costs, are generally not reduced when an investment generates lower revenue. If revenue from a property declines while expenses remain the same, our results of operations would be adversely affected. Certain properties are mortgaged and if we were unable to meet our underlying payment obligations, we could suffer losses as a result of foreclosures on those mortgaged properties. Furthermore, if we are required to dispose of one or more of our mortgaged properties, we would not be able to obtain release of the mortgage interest without payment of the associated debt. The foreclosure of a mortgage on a property or inability to sell a property could adversely affect our business. In this kind of transactions, we may agree not to sell the acquired properties for a considerable time which could affect our results of operations.

Our ability to grow will be limited if we cannot obtain additional financing.

Although we are liquid as of the date of this Annual Report, we must maintain liquidity to fund our working capital, service our outstanding indebtedness and finance investment opportunities. Without sufficient liquidity, we could be forced to curtail our operations or may not be able to pursue new business opportunities.

Our growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of additional properties for development. As a result, we are likely to have to depend to an important degree on the availability of capital financing, which may or may not be available on favorable terms if at all. We cannot assure you that additional financing, refinancing or other capital will be available in the amounts we require or on favorable terms. Our access to debt or equity capital markets depends on a number of factors, including the market’s perception of our growth potential, our ability to pay dividends, our financial condition, our credit rating and our current and potential future earnings. Depending on these factors, we could experience delays or difficulties in implementing our growth strategy on satisfactory terms or at all.

The capital and credit markets for Argentina have been experiencing extreme volatility and disruption since the last years. If our current resources do not satisfy our liquidity requirements, we may have to seek additional financing. The availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of the prospects of risk in Argentina, of us or the industry generally. We may not be able to successfully obtain any necessary additional financing on favorable terms, or at all.

A downgrade in our credit rating could negatively impact our cost of and ability to access capital.

Our credit ratings are an important part of maintaining our liquidity. Any downgrade in credit ratings could potentially increase our borrowing costs or, depending on the severity of the downgrade, substantially limit our access to capital markets, require us to make cash payments or post collateral and permit termination by counterparties of certain significant contracts. Factors that may impact our credit ratings include, among others, debt levels, planned asset purchases or sales, and near-term and long-term growth opportunities. Factors such as liquidity, asset quality, cost structure, product mix, and others are also considered by the rating agencies. A ratings downgrade could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

Adverse incidents that occur in our shopping malls may result in damage to our reputation and a decrease in the number of customers.

Given that our shopping malls are open to the public, with significant circulation of people, accidents, theft, robbery, public protest, pandemic effects and other incidents may occur in our facilities, regardless of the preventative measures we adopt. If such an incident or series of incidents occurs, shopping mall customers and visitors may choose to visit other shopping venues that they believe are safer, which may cause a reduction in the sales volume and operating income of our shopping malls.

Changes in the regulatory framework applicable to lease agreements could affect our contractual flexibility and operating results.

The regulatory framework applicable to lease agreements in Argentina has undergone significant changes in recent years. In December 2023, the PEN issued Decree of Necessity and Urgency No. 70/2023, which repealed Law No. 27,551 and amended various provisions of the Argentine Civil and Commercial Code. Among other matters, the Decree eliminated certain statutory minimum terms for lease agreements and expanded the parties’ autonomy to agree on the currency of payment, the mechanism and frequency for adjusting rent and other contractual terms and conditions.

However, although Decree 70/2023 is currently in force and applicable, its consideration by Congress remains pending. In this regard, while the Senate rejected the Decree, the Chamber of Deputies has not yet ruled on it. Consequently, we cannot assure that the regime introduced by the Decree will remain in force without modifications or that, in the future, provisions similar to those set forth under the prior regulations, which imposed greater limitations on contractual freedom in connection with lease agreements, will not be reinstated, in whole or in part. In addition, the Decree has been subject to various legal challenges, and therefore it cannot be ruled out that future judicial decisions may affect its application or validity.

Any amendment to the current regulatory framework that reduces flexibility in negotiating the terms and conditions of lease agreements, including the term of the agreements, the currency of payment, rent adjustment mechanisms or other commercial terms, could affect IRSA’s ability to manage its lease portfolio under market conditions, which could have a material adverse effect on its business, operating results, financial condition or prospects.

Under the regulations governing lease agreements, IRSA is exposed to the risk that its tenants may exercise their termination rights, which could have a material adverse effect on its business and operating results. IRSA cannot assure that its tenants will not exercise such rights, particularly if rental amounts stabilize or decrease in the future or if economic conditions continue to deteriorate. In addition, IRSA cannot currently predict how Decree 70/2023 may affect its business, operating results or financial condition.

We may be liable for certain defects in our buildings.

The Argentine Civil and Commercial Code imposes liability for real estate developers, builders, technical project managers and architects in case of hidden defects in a property for a period of three years from the date title on the property is tendered to the purchaser, even when those defects did not cause significant property damage. If any defect affects the structural soundness or makes the property unfit for use, the liability term is ten years.

In our real estate developments, we usually act as developers and sellers while construction generally is carried out by third party contractors. Absent a specific claim, we cannot quantify the potential cost of any obligation that may arise as a result of a future claim, and we have not recorded provisions associated with them in our financial statements. If we were required to remedy any defects on completed works, our financial condition and results of operations could be adversely affected.

We could have losses if we have to resort to eviction proceedings in Argentina to collect unpaid rent because such proceedings are complex and time-consuming.

Although Argentine law permits filing of an executive proceeding to collect unpaid rent and a special proceeding to evict tenants, eviction proceedings in Argentina are complex and time-consuming. Historically, the heavy workloads of the courts and the numerous procedural steps required have generally delayed landlords’ efforts to evict tenants. Eviction proceedings generally take between six months and two years from the date of filing of the suit to the time of actual eviction.

Historically, we have sought to negotiate the termination of leases with defaulting tenants after the first few months of non-payment in an effort to avoid legal proceedings. Delinquency may increase significantly in the future, and such negotiations with tenants may not be as successful as they have been in the past. Moreover, new Argentine laws and regulations may forbid or restrict eviction, and in each such case they would likely have a material and adverse effect on our financial condition and results of operations.

Climate change may have adverse effects on our business.

We, our customers, and communities in which we operate, may be adversely affected by the physical risks of climate change, including increases in temperatures, sea levels, and the frequency and severity of adverse climatic events including fires, storms, floods and droughts. These effects, whether acute or chronic in nature, may directly impact us and our customers through disruptions to business and economic activity or impacts on income and asset values.

Climate change implies multiple drivers of financial risk that could adversely affect us:

Initiatives to mitigate or respond to climate change may impact market and asset prices, economic activity, and customer behavior, particularly in emissions intensive industry sectors and geographies affected by these changes. Any of the conditions described above, or failure to effectively manage and disclose these risks could adversely affect our business, prospects, reputation, financial performance or financial condition.

As of the date of this Annual Report, Argentina is experiencing an El Niño event, and the Argentine National Meteorological Service reported a 100% probability that El Niño conditions will persist during October and November 2026. Such conditions may contribute to changes in precipitation patterns and increase the risk of extreme rainfall and flooding in certain regions of Argentina.

Flooding and other extreme weather events may cause physical damage to our properties, developments and infrastructure, increase maintenance, repair and insurance costs, delay or disrupt construction and development activities, restrict access to or the use of certain properties, and adversely affect the value, occupancy or demand for properties located in areas exposed to flooding or other climate-related risks. Any of these events could adversely affect our financial condition and results of operations.

The recurrence of a credit crisis could have a negative impact on our major customers, which in turn could materially adversely affect our results of operations and liquidity.

Argentina is undergoing a credit crisis that could negatively impact our tenants’ ability to comply with their lease obligations. The impact of a future credit crisis on our major tenants cannot be predicted and may be quite severe. A disruption in the ability of our significant tenants to access liquidity could pose serious disruptions or an overall deterioration of their businesses, which could lead to a significant reduction in future orders of their products and their inability or failure to comply with their obligations, any of which could have a material adverse effect on our results of operations and liquidity.

Our tenants operate in certain specific economic sectors, and our business may be adversely affected by an economic downturn in any of those sectors. A significant portion of our rental income is derived from tenants operating in the retail, gastronomy, entertainment and services, among other sectors, which are highly sensitive to consumer spending, economic cycles and changes in consumer preferences. An economic downturn or adverse event affecting any of these sectors could result in increased tenant defaults, higher vacancy rates or pressure to reduce rental rates, any of which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to risks inherent to the operation of office buildings that may affect our profitability.

Office buildings are exposed to various factors that may affect their development, administration and profitability, including the following factors:

The Company’s investment in property development and management activities may be less profitable than we anticipate.

We are engaged in the development and construction of properties to be used for office, residential or commercial purposes, shopping malls and residential complexes, in general through third-party contractors. Risks associated with our development, reconversion and construction activities include the following, among others:

We may incur capital expenditures that require considerable time and effort and which may never be completed due to government restrictions or overall market conditions.

In addition, we may face claims for the enforcement of labor laws in Argentina. Many companies hire personnel from third parties that provide outsourced services, and sign indemnity agreements if labor claims from employees of such third parties arise. However, in recent years several courts have rejected the existence of independence in those labor relations and ruled that joint and several responsibilities by both companies.

While the Company’s policies with respect to expansion, renovation and development activities are intended to limit some of the risks otherwise associated with such activities, we are nevertheless subject to risks associated with property development, such as cost overruns, design changes and timing delays arising from a lack of availability of materials and labor, weather conditions and other factors outside of our control, as well as financing costs that, may exceed original estimates, possibly making the associated investment unprofitable. Any delays or unanticipated expenses could adversely affect the investment returns from these development projects and harm our operating results.

Greater than expected increases in construction costs could adversely affect the profitability of our new developments.

Our business activities include real estate developments. One of the main risks related to this activity corresponds to potential increases in construction costs, which may be driven by higher demand and new development projects in the shopping malls and buildings sectors. Increases higher than those included in the original budget may result in lower profitability than expected.

Profitability of real estate developments may also be impacted by failure to obtain financing on favorable terms, delays in construction, and failure to obtain necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.

In addition, the Company’s business is exposed to fluctuations in the prices of raw materials and key inputs used in the construction, maintenance and operation of its properties. Substantial increases in the prices of commodities such as steel, cement and energy could result in higher construction and operating costs. To the extent that the Company is unable to pass along these increased costs to its tenants through rent adjustments, its operating margins could be materially and adversely affected. Growing demand for labor, especially when coupled with shortages of qualified construction workers, may also result in significant wage inflation and delays in the Company’s development projects, which could have a material adverse effect on its business, financial condition and results of operations.

The increasingly competitive real estate sector in Argentina may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises.

Our real estate activities are highly concentrated in the Buenos Aires metropolitan area where the market is highly competitive due to a scarcity of properties in sought-after locations and an increasing number of local and international competitors. The Argentine real estate industry is highly competitive and fragmented and does not have high barriers to entry for new competitors. The main competitive factors in the real estate development business include availability and location of land, price, funding, design, quality, reputation and partnerships with developers. A number of residential and commercial developers and real estate service companies compete in identifying land acquisition opportunities, attracting financial resources, and appealing to prospective purchasers and tenants. Other companies, including joint ventures of foreign and local companies, have become increasingly active in the market, further increasing competition. If one or more of our competitors is able to acquire and develop desirable properties, because it has access to greater financial resources or otherwise, if we are unable to respond to such pressures as promptly as our competitors, or competition increases, our business and financial condition could be adversely affected.

All of our shopping mall and commercial office properties are located in Argentina. There are other shopping malls and independent retail stores and residential properties that are within the geographic scope of each of our properties. The number of competing properties in a particular area could have a material adverse effect both on our ability to lease retail space in our shopping malls or sell units in our residential complexes and on the amount of rent or the sale price that we are able to charge. We cannot assure you that other shopping mall operators will not invest in Argentina in the near future. If additional competitors become active in the shopping mall segment, such competition could have a material adverse effect on our results of operations.

Substantially all of our offices and other non-shopping mall rental properties are located in developed urban areas. There are many office buildings, shopping malls, retail and residential premises in the areas where our properties are located. This is a highly fragmented market, and the abundance of comparable properties in our vicinity may adversely affect our ability to rent or sell office space and other real estate and may affect the sale and lease price of our premises. In the future, both national and foreign companies may participate in Argentina’s real estate development market, competing with us for business opportunities.

Disruptions in the supply of utilities and public services could adversely affect the operation of our properties.

The operation of the Company’s shopping malls, office buildings and hotels depends on the adequate and uninterrupted supply of electricity, water, gas and other public services and utilities. Any disruption, shortage or significant increase in the cost of these services could adversely affect the operations of the Company’s properties and the businesses of its tenants, potentially leading to decreased consumer traffic, tenant defaults or increased operating costs. In addition, restrictions or price increases affecting the supply of key resources could affect the construction and maintenance of the Company’s properties. Any of these factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

Some potential losses are not covered by insurance and certain kinds of insurance coverage may become prohibitively expensive.

We currently have insurance policies in place that cover potential risks such as civil liability, all operational risks (including, among others, fire, loss of profits, floods, natural events, and other material damages to our assets), and terrorism, in all of our properties. Although we believe the policy specifications and insured limits of these policies are customary, there are certain types of losses, such as leases and other contract claims and acts of war, that are generally not covered under the insurance policies offered in Argentina. In the event of a loss that was not insured or a loss in excess of insured limits, we could lose all or a portion of the capital we have invested in a property, as well as our anticipated future revenue. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We cannot assure you that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenues, and result in large expenses to repair or rebuild the property.

We have life or incapacity insurance for our employees. If any of our employees were to die or become disabled, we could experience losses caused by a disruption in our operations which will not be covered by insurance, and this could have a material adverse effect on our financial condition and results of operations.

Moreover, we cannot assure that we will be able to renew its insurance coverage in an adequate amount or at reasonable prices. It is possible that insurance companies no longer offer coverage for certain types of losses, or, if they do, these types of insurance may be prohibitively expensive.

Furthermore, we cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates. If we experience a loss that is uninsured or that exceeds insured limits with respect to one or more of our properties or if the insurance companies fail to meet their coverage commitments to us in the event of an insured loss, then we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then we would remain obligated for any financial obligations related to the properties. Any such losses or higher insurance costs could adversely affect our business, financial condition, results of operations and prospects or the market price of our GDSs.

An uninsured loss or a loss that exceeds policies on our properties could subject us to lost capital or revenue on those properties.

The terms of our standard form property leases currently in effect, require tenants to indemnify and hold us harmless from liabilities resulting from injury to persons or property at or outside the premises, due to activities conducted on the properties, except for claims arising from negligence or intentional misconduct of our agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability insurance policies. We cannot provide assurance that our tenants will be able to properly maintain their insurance policies or have the ability to pay deductibles. If an uninsured loss occurs or a loss arises that exceeds the combined aggregate limits for the policies, or if a loss arises that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of our properties, which could have a material adverse effect on our business, financial condition and results of operations.

Demand for our premium properties, aimed at high-income consumers, may not be sufficient.

We have focused on development projects that cater to affluent consumers and we have entered into property barter arrangements pursuant to which we contribute undeveloped land parcels to joint venture entities with developers who agree to deliver units at premium development locations in exchange for our land contribution. When the developers return these properties to us, demand for premium residential units could be significantly lower. In such case, we would be unable to sell these residential units at the estimated prices or time frame, which could have an adverse effect on our financial condition and results of operations.

The shift by consumers to purchasing goods over the internet, where barriers to entry are low, may negatively affect sales at our shopping malls.

In recent years, internet retail sales have grown significantly in Argentina, even though the market share of such sales is still modest. The Internet enables manufacturers and retailers to sell directly to consumers, diminishing the importance of traditional distribution channels such as retail stores and shopping malls. We believe that our target consumers are increasingly using the Internet, from home, work or elsewhere, to shop electronically for retail goods, and this trend is likely to continue. Retailers at our properties face increasing competition from online sales and this could cause the termination or non-renewal of their leases or a reduction in their gross sales, affecting our percentage rent based revenue. If e-commerce and retail sales through the Internet continue to grow, retailers’ and consumers’ reliance on our shopping malls could be materially diminished, having a material adverse effect on our financial condition, results of operations and business prospects.

We are subject to risks affecting the hotel industry.

The full-service segment of the lodging industry in which our hotels operate is highly competitive. The operational success of our hotels is highly dependent on our ability to compete in areas such as access, location, quality of accommodations, rates, quality food and beverage facilities and other services and amenities. Our hotels may face additional competition if other companies decide to build new hotels or improve their existing hotels to increase their attractiveness.

In addition, the profitability of our hotels depends on: 

Our business is subject to extensive regulation and additional regulations may be imposed in the future.

Our activities are subject to Argentine federal, state and municipal laws, and to regulations, authorizations and licenses required with respect to construction, zoning, use of the soil, environmental protection and historical landmark preservation, consumer protection, antitrust and other requirements, all of which affect our ability to acquire land, buildings and shopping malls, develop and build projects and negotiate with customers. In addition, companies in this industry are subject to increasing tax rates, the introduction of new taxes and changes in the taxation regime. We are required to obtain permits from different government agencies in order to carry out our projects. Maintaining our licenses and authorizations can be costly. If we fail to comply with such laws, regulations, licenses and authorizations, we may face fines, project shutdowns, and cancellation of licenses and revocation of authorizations.

Antitrust laws in Argentina could limit our ability to expand our business through acquisitions or joint ventures. Argentine antitrust laws contain provisions that require authorization by the antitrust authorities in those countries for the acquisition of, or entering into joint venture agreements with, companies with a relevant market share.

In addition, public agencies may issue new and stricter standards, or enforce or construe existing laws and regulations in a more restrictive manner, which may force us to incur expenditures in order to comply. Development activities are also subject to risks of potential delays in or an inability to obtain all necessary zoning, environmental, land-use, development, building, occupancy and other permits and authorizations. Any such delays or failures to obtain such government approvals may have an adverse effect on our business.

In this context, Arcos del Gourmet S.A., one of our subsidiaries, is involved in proceedings related to zoning and environmental regulations, as well as the revocation of its concession agreement concerning the “Distrito Arcos” shopping mall in Buenos Aires. Although the shopping mall continues to operate normally, an unfavorable outcome in these proceedings, including the potential loss of the concession, could adversely affect our business. For more information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Arcos del Gourmet”.

In the past, the Argentine Government issued regulations regarding leases in response to housing shortages, high rates of inflation and difficulties in accessing credit. Such regulations limited or prohibited increases on rental prices and prohibited eviction of tenants, even for failure to pay rent. Most of our leases provide that tenants pay all costs and taxes related to their respective leased areas. In the event of a significant increase in such costs and taxes, the Argentine Government may respond to political pressure to intervene by regulating this practice, thereby negatively affecting our rental income. We cannot assure you that the Argentine Government will not impose similar or other regulations in the future. Changes in existing laws or the enactment of new laws governing the ownership, operation or leasing of shopping malls and office properties in Argentina could negatively affect the real estate and the rental market and materially and adversely affect our operations and financial condition.

We are or may become subject to legal and administrative proceedings or government investigations, which could harm our business and our reputation.

From time to time, we are or may become involved in litigation, investigations and other legal or administrative proceedings relating to claims arising from our operations, either in the normal course of business or not, or arising from violations or alleged violations of laws, regulations or acts. We cannot assure you that these or any of our other regulatory matters and legal proceedings, including any that may arise in the future, will not harm our reputation or materially affect our ability to conduct our business in the manner that we expect or otherwise materially adversely affect us should an unfavorable ruling occur, which could have a material adverse effect on our business, financial condition, results of operations and prospects or the market price of our GDSs.

Labor relations may negatively impact us.

As of June 30, 2026, 57.5% of our workforce was represented by unions under collective bargaining agreements. Although we currently enjoy good relations with our employees and their unions, we cannot assure you that labor relations will continue to be positive or that deterioration in labor relations will not materially and adversely affect us.

We or our third-party providers may fail to maintain, obtain or renew or may experience material delays in obtaining requisite governmental or other approvals, licenses and permits for the conduct of our business.

We and our third-party providers of goods and services, as applicable, are subject to numerous governmental and local regulations and require various approvals, licenses, permits, concessions and certificates in the conduct of our business. We cannot assure you that we, or our third-party providers of goods and services, will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, concessions and certificates required in the conduct of our business, or that we, or our third-party providers of good and services, will continue to satisfy the current or new conditions to those approvals, licenses, permits, concessions and certificates that we currently have or may be granted in the future. There may also be delays on the part of regulatory and administrative bodies in reviewing our applications and granting approvals.

The implementation of new laws and regulations on environmental protection, health and safety-related matters in the jurisdictions in which we operate, or in the jurisdictions from which our third-party providers of goods and services source their deliverables to us, may create stricter requirements to comply with, including requirements relating to the demands of communities where the real estate is located. This could delay our ability to obtain the related approvals, licenses, permits, concessions and certificates, or could result in us not being able to obtain them at all. If previously obtained approvals, licenses, permits and certificates are revoked and/or if we, or our third-party providers of goods and services, fail to obtain and/or maintain the necessary approvals, licenses, permits, concessions and certificates required for the conduct of our business, we may be required to incur substantial costs or temporarily suspend or alter the operation of one or more of our properties, or projects in construction or any relevant component thereof, which could affect the general operation of these locations or our compliance with any leases at those locations, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects or the market price of our GDSs.

Our results of operations include unrealized revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect our business, results of operations and financial condition.

During the year ended June 30, 2026, we had fair value gain on investment properties of ARS 193,797 million. Although the upward or downward revaluation adjustments reflect unrealized capital gains or losses on our investment properties during the relevant periods, the adjustments do not reflect the actual cash flow or profit or losses generated from the sales or rental of our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, we will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly affected by the prevailing property markets and macroeconomic conditions prevailing in Argentina and will be subject to market fluctuations in those markets.

In addition, increases in interest rates, may result in higher discount rates being applied in the valuation methodologies used to determine the fair value of investment properties, including shopping centers. As a result, the appraised value of such properties may decline, which could lead to adverse fair value adjustments in our financial statements.

We cannot guarantee whether changes in market conditions will increase, maintain or decrease the historical average fair value gains on our investment properties or at all. In addition, the fair value of our investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, results of operations and financial condition may be materially and adversely affected.

Due to the currency mismatches between our assets and liabilities, we have high currency exposure.

As of June 30, 2026, the majority of our liabilities, such as our Series XIV, XVIII, XXII, XXIII, XXIV, and XXV Notes, were denominated in U.S. dollars while the Company’s revenues are mainly denominated in Pesos. This currency gap mainly affects our operational flows to pay interests of our U.S. dollar denominated debt, considering our assets are transacted in U.S dollars. In addition, restrictions to access to MULC to acquire the required U.S. dollars to pay our U.S. dollar denominated debt or future regulations that may be enacted establishing a different exchange rate (higher than the current official exchange rate) to convert the Pesos into U.S. dollars exposes us to a risk of volatility, which may adversely affect our financial results if the U.S. dollar appreciates against the Peso and may affect our ability to pay interests of our U.S. dollar denominated debt. Any depreciation of the Peso against the U.S. dollar increases the nominal amount of our debt in Pesos, which further adversely affects the results of our operations and financial conditions and may increase the collection risk of our leases and other receivables from our tenants and mortgages, most of which generate Peso denominated revenue.

We issue debt in the local and international capital markets as one of our main sources of funding and our capacity to successfully access the local and international markets on favorable terms affects our cost of funding.

Our ability to successfully access the local and international capital markets on acceptable terms depends largely on capital markets conditions prevailing in Argentina and internationally. We have no control over capital markets conditions, which can be volatile and unpredictable. If we are unable to issue debt in the local and/or international capital markets and on terms acceptable to us, whether as a result of regulations and foreign exchange restrictions, a deterioration in capital markets conditions or otherwise, we would likely be compelled to seek alternatives for funding, which may include short-term or more expensive funding sources. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and our business results of operations and financial condition may be materially and adversely affected.

Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.

Although our operations do not depend exclusively on the internet, cybersecurity remains a critical risk for the Company. We rely on digital systems to manage financial, operational and administrative information. These systems may be subject to cyber intrusions, viruses, ransomware, denial-of-service attacks, phishing, identity theft and other disruptions that could affect our operations and result in financial losses or reputational damage.

We have implemented robust security measures, including multi-factor authentication and ongoing cybersecurity monitoring across our environment, to protect our information and systems. We also raise awareness among our employees regarding cybersecurity practices to mitigate risks. Despite these efforts, we cannot guarantee that our systems are completely free from vulnerabilities.

In the event of a significant cyberattack, we could face disruptions to our operations, fraud or theft of sensitive information, which could adversely affect our financial condition and shareholder confidence. In addition, insurance coverage may not be sufficient to cover all potential losses, which could have a negative impact on our business.

Although we intend to continue implementing and updating our security technological devices and operating procedures to prevent cybersecurity-related harm, our systems may not be free from vulnerabilities and these security countermeasures may be overcome. If any of these events were to occur, our reputation could be harmed, affecting our business, as well as our results of operations and financial condition.

Property ownership through joint ventures or investees may limit our ability to act exclusively in our interest.

We develop and acquire properties in joint ventures with other persons or entities or make minority investments in entities when we believe circumstances warrant the use of such structures.

As of June 30, 2026, we own 50% of the equity of Puerto Retiro. In the Hotel segment, IRSA owns 50% of the equity of Hotel Llao Llao and the other 50% is owned by the Sutton Group. In the Shopping Malls segment IRSA owns 50% of the equity of Nuevo Puerto Santa Fe S.A., which is the tenant of a building in which it built and currently operates “La Ribera” shopping mall.

In addition, as of June 30, 2026, we hold approximately 29.12% of the equity of Banco Hipotecario, of which the Argentine Government is the controlling shareholder.

We could engage in a dispute with one or more of our joint venture partners or controlling shareholders in an investment that might affect our ability to operate a jointly-owned property. Moreover, our joint venture partners or controlling shareholders in an investment may, at any time, have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the timing and terms of any sale or refinancing of a property. For example, the approval of certain of our investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties. In some instances, our joint venture partners or controlling shareholders in an investment may have competing interests in their markets that could create conflicts of interest. If the objectives of our joint venture partners or controlling shareholder in an investment are inconsistent with our own objectives, we will not be able to act exclusively in our interests.

If one or more of the investors in any of our jointly owned properties were to experience financial difficulties, including bankruptcy, insolvency or a general downturn of business, there could be an adverse effect on the relevant property or properties and in turn, on our financial performance. Should a joint venture partner or controlling shareholder in an investment declare bankruptcy, we could be liable for our partner’s common share of joint venture liabilities or liabilities of the investment vehicle.

We are dependent on our Board of Directors, senior management and other key personnel.

Our success, to a significant extent, depends on the continued employment of Eduardo S. Elsztain and certain other members of our Board of Directors and senior management, who have significant expertise and knowledge of our business and industry. The loss or interruption of their services for any reason could have a material adverse effect on our business and results of operations. Our future success also depends in part upon our ability to attract and retain other highly qualified personnel. We cannot assure you that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us, which may have a material adverse effect on our financial condition and results of operations.

We may face potential conflicts of interest relating to our principal shareholders.

Our largest beneficial owner is Mr. Eduardo S. Elsztain, according to his indirect shareholding through CRESUD. As of June 30, 2026, such beneficial ownership consisted of 466,459,045 common shares held by CRESUD. Conflicts of interest between our management and that of our related companies may arise in connection with the performance of their respective business activities. As of June 30, 2026, Mr. Eduardo S. Elsztain also beneficially owned approximately 58.5% of our common shares. We cannot assure you that our principal shareholders and our affiliates will not limit or cause us to forego business opportunities that our affiliates may pursue or that the pursuit of other opportunities will be in our interest.

Risks Relating to our Investment in Banco Hipotecario

The stability of the financial system depends upon the ability of financial institutions, including Banco Hipotecario, to maintain and increase the confidence of depositors.

As of June 30, 2026, IRSA owned approximately 29.12 % of the outstanding capital stock of Banco Hipotecario. Banco Hipotecario’s assets as of such date were ARS 3,865,420 million. All of Banco Hipotecario’s operations, properties and customers are located in Argentina. Accordingly, the quality of Banco Hipotecario’s loan portfolio, financial condition and results of operations depend on economic, regulatory and political conditions prevailing in Argentina. These conditions include growth rates, inflation rates, exchange rates, changes to interest rates, changes to government policies, social instability and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.

In the event that depositors are unable to freely withdraw their money from banks in the future, there may be a substantial negative impact on the manner in which financial institutions, including Banco Hipotecario, conduct their business, and on their ability to operate as financial intermediaries. Loss of confidence in the international financial markets may also adversely affect the confidence of Argentine depositors in local banks.

In the case of an adverse economic situation, even if it is not related to the financial system, could trigger a massive withdrawal of capital from local banks by depositors, as an alternative to protect their assets from potential crises. Any massive withdrawal of deposits could cause liquidity issues in the financial sector and, consequently, a contraction in credit supply.

The occurrence of any of the above could have a material and adverse effect on Banco Hipotecario’s expenses and business, results of operations and financial condition.

The asset quality of financial institutions is exposed to the non-financial public sector and Central Bank’s indebtedness.

Financial institutions carry significant portfolios of bonds issued by the Argentine Government and by provincial governments as well as loans granted to these governments.

In addition, financial institutions currently carry securities issued by the Central Bank in their portfolios, which generally are short-term. As of June 30, 2026, Banco Hipotecario’s total exposure to the public sector was ARS 1,593,878.5 million, which represented 41.2%.

Banco Hipotecario could suffer losses in its investment portfolios due to volatility in the capital markets and in the exchange rate, which could significantly affect Banco Hipotecario's financial condition and results of operations. 

Banco Hipotecario could suffer losses related to its U.S. dollar investments due to changes in market prices, defaults, fluctuations in market interest rates and exchange rates, changes in the market perception of the credit quality of both public sector instruments and private issues, or other reasons. A decline in the performance of the capital markets may cause Banco Hipotecario to record net losses due to a decrease in the value of its investment portfolios, in addition to losses from trading positions caused by volatility in financial market prices, even in the absence of a general economic downturn. Any of these losses could have a material adverse effect on Banco Hipotecario's financial condition and results of operations. 

Potential adverse effects of Consumer Protection Law and class actions on Banco Hipotecario.

The Consumer Protection Law and its amendments, along with the Credit Card Law and Central Bank regulations, establish rules aimed at protecting consumers, including Banco Hipotecario’s customers. The Argentine Civil and Commercial Code also includes provisions that favor consumers. The increasing enforcement of these laws by authorities and courts could negatively affect Banco Hipotecario's ability to collect payments, thereby impacting its operating results.

                Additionally, class actions against financial institutions, supported by the Argentine Constitution and the Consumer Protection Law, have increased in Argentina. Despite the lack of clear procedural rules, courts have admitted class actions in several cases involving financial institutions, such as claims over interest rates or product charges. If these claims succeed, they could negatively impact the profitability of Banco Hipotecario and the financial system as a whole.

Banco Hipotecario operates in a highly regulated environment and its operations are subject to capital controls regulations adopted by several regulatory agencies.

Financial institutions are subject to a major number of regulations concerning functions historically determined by the Central Bank and other regulatory authorities. The Central Bank may penalize Banco Hipotecario and its directors, members of the Executive Committee and members of its Supervisory Committee, in the event of any breach of the applicable regulation. Potential sanctions, for any breach of the applicable regulations, may vary from administrative and/or disciplinary penalties to criminal sanctions. Similarly, the CNV, which authorizes securities offerings and regulates the capital markets in Argentina, has the authority to impose sanctions on us and Banco Hipotecario’s Board of Directors for breaches of corporate governance established in the capital markets laws and the CNV Rules. The UIF regulates matters relating to the prevention of asset laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions.

We cannot assure you whether such regulatory authorities will commence proceedings against Banco Hipotecario, its shareholders, directors or its Supervisory Committee, or penalize Banco Hipotecario. Banco Hipotecario has adopted “Know Your Customer” and other policies and procedures to comply with its duties under currently applicable rules and regulations.

In addition to regulations specific to the banking industry, Banco Hipotecario is subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls. We cannot assure you that existing or future legislation and regulation will not require material expenditures by Banco Hipotecario or otherwise have a material adverse effect on Banco Hipotecario’s consolidated operations.

Increased competition and M&A activities in the banking industry may adversely affect Banco Hipotecario.

Banco Hipotecario foresees increased competition in the banking sector. If the trend towards decreasing spreads is not offset by an increase in lending volumes, the ensuing losses could lead to mergers in the industry. These mergers could lead to the establishment of larger, stronger banks with more resources than Banco Hipotecario. Therefore, although the demand for financial products and services in the market continues to grow, competition may adversely affect Banco Hipotecario’s results of operations, resulting in shrinking spreads and commissions.

Future governmental measures may adversely affect the economy and the operations of financial institutions.

We cannot assure you that the laws and regulations currently governing the economy or the banking sector will remain unaltered in the future or that any such changes will not adversely affect Banco Hipotecario’s business, financial condition or results of operations and Banco Hipotecario’s ability to honor its debt obligations in foreign currency.

If the law currently in force were to be comprehensively modified, the financial system as a whole could be substantially and adversely affected. If any of these legislative bills were to be enacted or if the Financial Institutions Law were amended in any other way, the impact of the subsequent amendments to the regulations on the financial institutions in general, Banco Hipotecario’s business, its financial condition and the results of operations is uncertain.

Argentina has changed the legal rules that apply to obligations payable in foreign currency. Decree of Necessity and Urgency No. 70/2023 (“Decree 70/2023”) amended the Argentine Civil and Commercial Code to provide that debtors may discharge an obligation only in the currency the parties agreed on, and that courts may not change that currency. Under the prior rule, a debtor could discharge a foreign-currency obligation by paying the equivalent amount in Argentine legal tender. The Argentine Senate voted to reject Decree No. 70/2023 in March 2024. As of the date of this Annual Report, Decree No. 70/2023 therefore remains in force unless and until the Chamber of Deputies also rejects it. If the Chamber of Deputies rejects Decree No. 70/2023, the prior rule would be reinstated, and debtors could again discharge foreign-currency obligations by paying the equivalent amount in Argentine legal tender. We cannot assure you that any current or future laws and regulations (including, in particular, the amendment to the Financial Institutions Law and the amendment to the Central Bank's charter) will not result in significant costs to Banco Hipotecario, or will otherwise have an adverse effect on Banco Hipotecario’s operations.

The exposure of Banco Hipotecario to individual borrowers could lead to higher levels of past due loans, allowances for loan losses and charge-offs.

A substantial portion of Banco Hipotecario’s loan portfolio consists of loans to individual customers in the lower-middle to middle income segments of the Argentine population. The quality of Banco Hipotecario’s portfolio of loans to individuals is dependent to a significant extent on economic conditions prevailing from time to time in Argentina. Lower-middle to middle income individuals are more likely to be exposed to and adversely affected by adverse developments in the Argentine economy than corporations and high-income individuals. As a result, lending to these segments represents higher risk than lending to such other market segments. Consequently, Banco Hipotecario may experience higher levels of past due amounts, which could result in higher provisions for loan losses. Recent increases in delinquency levels among Argentine households and businesses may indicate a deterioration in borrowers' repayment capacity. In addition, higher interest rates may increase debt servicing costs for borrowers and further affect their ability to meet payment obligations. If such trends continue or economic conditions deteriorate, Banco Hipotecario may experience higher levels of past due loans, which could require increased allowances for loan losses and adversely affect its results of operations and financial condition. There can be no assurance that the levels of past due amounts and subsequent charge-offs will not be materially higher in the future.

An increase in fraud or transaction errors may adversely affect Banco Hipotecario.

As with other financial institutions, Banco Hipotecario is susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of Banco Hipotecario’s transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors might adversely affect Banco Hipotecario’s reputation, business, the results of operations and financial condition.

Risks Relating to our GDSs and the Common Shares

Shares eligible for sale could adversely affect the price of our common shares and GDSs.

The market prices of our common shares and GDS could decline as a result of sales by our existing shareholders of common shares or GDSs in the market, or the perception that these sales could occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

The GDSs are freely transferable under U.S. securities laws, including common shares sold to our affiliates. CRESUD, which as of June 30, 2026, owned approximately 55.1% (without considering treasury shares) of our common shares (or approximately 466,459,045 common shares which may be exchanged for an aggregate of 46,645,904 GDSs), is free to dispose of any or all of its common shares or GDSs at any time in its discretion. For more information, see “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” Sales of a large number of our common shares and/or GDSs would likely have an adverse effect on the market price of our common shares and GDSs.

If we issue additional equity securities in the future, you may suffer dilution, and trading prices for our equity securities may decline.

We may issue additional shares of our common stock for financing future acquisitions or new projects or for other general corporate purposes. Any such issuance could result in a dilution of your ownership stake and/or the perception of any such issuances could have an adverse impact on the market price of the GDSs.

We are subject to certain different corporate disclosure requirements and accounting standards than domestic issuers of listed securities in the United States.

There is less publicly available information about the issuers of securities listed on the Argentine stock exchanges than information publicly available about domestic issuers of listed securities in the United States and certain other countries.

Although the GDSs are listed on the NYSE, as a foreign private issuer we are able to rely on home country governance requirements rather than relying on the NYSE corporate governance requirements. See “Item 16.G. Corporate Governance—Compliance with NYSE listing standards on corporate governance.” Additionally, as a foreign private issuer, we are exempt from certain rules under the Exchange Act including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until four months after the end of each fiscal year, while United States domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders companies that are not foreign private issuers.

Investors may not be able to effect service of process within the United States, limiting their recovery of any foreign judgment.

We are a publicly held corporation (sociedad anónima) organized under the laws of Argentina. Most of our directors and our senior managers are located in Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against us or them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. We have been advised by our Argentine counsel, Zang, Bergel & Viñes, that there is doubt whether the Argentine courts will enforce, to the same extent and in as timely a manner as a United States or foreign court, an action predicated solely upon the civil liability provisions of the United States federal securities laws or other foreign regulations brought against such persons or against us.

If we are considered to be a PFIC for United States federal income tax purposes, United States holders of our common shares or GDSs would suffer negative consequences.

Based on the past and projected composition of our income and assets and the valuation of our assets, including goodwill, we do not believe we were a passive foreign investment company (a “PFIC”) for United States federal income tax purposes for the taxable year ending June 30, 2026, and do not currently expect to become a PFIC, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC in the current or any future taxable year due to changes in our asset or income composition or if our projections are not accurate. The volatility and instability of Argentina’s economic and financial system may substantially affect the composition of our income and assets and the accuracy of our projections. In addition, this determination is based on the interpretation of certain United States Treasury regulations relating to rental income, which regulations are potentially subject to different interpretations. If we become a PFIC, U.S. Holders (as defined in “Item 10. Additional Information—E. Taxation—United States Taxation”) of our common shares or GDSs will be subject to certain United States federal income tax rules that have negative consequences for them, as well as reporting requirements. See “Item 10. Additional Information—E. Taxation—United States Taxation—Passive Foreign Investment Company” for a more detailed discussion of the consequences if we are deemed a PFIC. You should consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.

Changes in Argentine tax laws may affect the tax treatment of our common shares or GDSs.

The Income Tax Law was enacted on September 12, 2013, and published in the Official Gazette on September 23, 2013. According to the amendments, the distribution of dividends by an Argentine corporation was subject to income tax at a rate of 10.0%, unless such dividends were distributed to Argentine corporate entities.

The dividend tax was repealed by Law No. 27,260, published in the Official Gazette on July 22, 2016, and consequently no income tax withholding was applicable on the distribution of dividends in respect of both Argentine and non-Argentine resident shareholders, except when dividends distributed were greater than the income determined according to the application of the Income Tax Law, accumulated at the fiscal year immediately preceding the year in which the distribution is made. In such case, the excess was subject to a rate of 35%, for both Argentine and non-Argentine resident shareholders. This treatment still applies to dividends to be distributed at any time out of retained earnings accumulated until the end of the last fiscal year starting before January 1, 2018.

However, pursuant to Law No. 27,430, as amended by Law No. 27,541 and Law No. 27,630, dividends distributed out of earnings accrued in fiscal years starting on or after January 1, 2018, and other profits paid in cash or in kind —except for stock dividends or quota dividends— by companies and other entities incorporated in Argentina referred to in the Income Tax Law, to resident individuals, resident undivided estates and foreign beneficiaries are subject to income tax at a 7% rate on profits accrued in fiscal years starting on January 1, 2018 and onwards. If dividends are distributed to Argentine corporate taxpayers (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina), no dividend tax would apply.

In addition, capital gains originated from the disposal of shares and other securities, including securities representing shares and deposit certificates, are subject to capital gains tax. Law No. 27,430 effective as of January 1, 2018, provides that capital gains obtained by Argentine resident individuals from the disposal of shares and GDSs are exempt from capital gains tax in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares are traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV.

In addition, Decree No. 824/2019, published in the Official Gazette on December 6, 2019 and which introduced the new consolidated text of the Income Tax Law, maintains the 15% capital gains tax (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price) on the disposal of shares or securities by non-residents. However, non-residents are exempt from the capital gains tax on gains obtained from the sale of (a) Argentine shares in the following cases: (i) when the shares are placed through a public offering authorized by the CNV, (ii) when the shares were traded in stock markets authorized by the CNV, under segments that ensure priority of price-time and interference of offers, and/or (iii) when the sale, exchange or other disposition of shares is made through an initial public offering and/or exchange of shares authorized by the CNV; and (b) depositary shares or depositary receipts issued abroad, when the underlying securities are shares (i) issued by Argentine companies, and (ii) with authorization of public offering. The exemptions will only apply to the extent the foreign beneficiaries reside in, and the funds used for the investment proceed from jurisdictions not considered as not cooperating for purposes of fiscal transparency.

In case the exemption is not applicable and, to the extent foreign beneficiaries neither reside in, nor the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, the gain realized from the disposition of shares would be subject to Argentine income tax at a 13.5% effective rate on the gross price. In case such foreign beneficiaries reside in, or the funds arise from, jurisdictions considered as not cooperating for purposes of fiscal transparency, a 31.5% effective rate on the gross price should apply.

Therefore, holders of our common shares, including in the form of GDSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences under their specific facts.

Holders of the GDS may be unable to exercise voting rights with respect to the common shares underlying their GDSs.

As a holder of GDS, we will not treat you as one of our shareholders and you will not have shareholder rights. The depositary will be the holder of the common shares underlying your GDSs and holders may exercise voting rights with respect to the common shares represented by the GDSs only in accordance with the Deposit Agreement relating to the GDSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by GDS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of GDS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders of our common shares will receive notice of shareholders’ meetings through publication of a notice in the CNV’s website, an Official Gazette in Argentina, an Argentine newspaper of general circulation and the bulletin of BASE, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. GDS holders, by comparison, will not receive notice directly from us. Instead, in accordance with the Deposit Agreement, we will provide the notice to the GDS Depositary. If we ask the GDS Depositary to do so, the GDS Depositary will mail to holders of GDSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, GDS holders must then instruct the GDS Depositary as to voting the common shares represented by their GDSs. Under the Deposit Agreement, the GDS Depositary is not required to carry out any voting instructions unless it receives a legal opinion from us that the matters to be voted on would not violate our by-laws or Argentine law. We are not required to instruct our legal counsel to give that opinion. Due to these procedural steps involving the GDS Depositary, the process for exercising voting rights may take longer for GDS holders than for holders of common shares and common shares represented by GDSs may not be voted as you desire.

We are traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

In addition to the trading of our GDSs in the United States, our common shares are traded in Argentina. Trading the GDSs or our common shares on these markets will take place in different currencies (U.S. dollars on the NYSE and Pesos on ByMA), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on ByMA could cause a decrease in the trading price of the GDSs on the NYSE. Investors could seek to sell or buy our common shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the GDSs available for trading on the other exchange. In addition, holders of GDSs will not be immediately able to surrender their GDSs and withdraw the underlying common shares for trading on the other market without effecting necessary procedures with the GDS Depositary. This could result in time delays and additional cost for holders of GDSs.

Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.

Our corporate affairs are governed by our by-laws and by Argentine corporate law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, your rights or the rights of holders of our common shares to protect your or their interests in connection with actions by our Board of Directors may be fewer and less well defined under Argentine corporate law than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the United States securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, putting holders of our common shares and GDSs at a potential disadvantage.

Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the common shares underlying the GDSs.

Over the last twenty years in Argentina exchange controls and transfer restrictions have been periodically imposed, substantially limiting the ability of companies to retain foreign currency or make payments abroad. Since 2019, new regulations have significantly curtailed access to the MULC by individuals and private sector entities.

In this regard, the Argentine Government imposed restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Argentine law currently permits the Argentine Government to impose these kind of restrictions temporarily in circumstances where a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance. We cannot assure you that GDS Depositary for the GDSs may hold the Pesos it cannot convert for the account of the GDS holders who have not been paid. No assurance can be given that payments to non-resident investors will not suffer delays under the current MULC regulations or be subject to any additional restrictions, such as a different exchange rate to convert the Pesos into U.S dollars, that may be higher than the current official exchange rate. In this regard, we suggest consulting with the corresponding custodian banks about the exchange regulations applicable. For more information, please see “Item 10. Additional Information—D Exchange Controls” and “Item 3. Key Information – D. Risk Factors”.

The protections afforded to minority shareholders in Argentina are different from and more limited than those in the United States and may be more difficult to enforce.

Under Argentine law, the protections afforded to minority shareholders are different from, and much more limited than, those in the United States and some other Latin American countries. For example, the legal framework with respect to shareholder disputes, such as derivative lawsuits and class actions, is less developed under Argentine law than under United States law as a result of Argentina’s short history with these types of claims and few successful cases. In addition, there are different procedural requirements for bringing these types of shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a United States company.

We may not pay any dividends.

In accordance with Argentine corporate law, we may pay dividends to shareholders out of net and realized profits, if any, as set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. The approval, amount and payment of dividends are subject to the approval by our shareholders at our annual ordinary shareholders meeting. The approval of dividends requires the affirmative vote of a majority of the shareholders entitled to vote present at the meeting. As a result, we cannot assure you that we will be able to generate enough net and realized profits so as to pay dividends or that our shareholders will decide that dividends will be paid.

Our ability to pay dividends is limited by law and our by-laws.

In accordance with Argentine corporate law, we may pay dividends in Pesos out of retained earnings and/or Other Reserves, if any, to the extent set forth in our Audited Consolidated Financial Statements prepared in accordance with IFRS Accounting Standards. Our shareholders’ ability to receive cash dividends may be limited by the ability of the GDS Depositary to convert cash dividends paid in Pesos into U.S. dollars. Under the terms of our Deposit Agreement with the depositary for the GDSs, to the extent that the depositary can in its judgment convert Pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars to the United States, the depositary will promptly as practicable convert or cause to be converted all cash dividends received by it on the deposited securities into U.S. dollars. If in the judgment of the depositary this conversion is not possible on a reasonable basis (including as a result of applicable Argentine laws, regulations and approval requirements), the depositary may distribute the foreign currency received by it or in its discretion hold such currency uninvested for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.

You might be unable to exercise preemptive or accretion rights with respect to the common shares underlying your GDSs.

Under Argentine corporate law, if we issue new common shares as part of a capital increase, our shareholders will generally have the right to subscribe for a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Under the Deposit Agreement, the GDS Depositary will not exercise rights on your behalf or make rights available to you unless we instruct it to do so, and we are not required to give that instruction. In addition, you may not be able to exercise the preemptive or accretion rights relating to the common shares underlying your GDSs unless a registration statement under the Securities Act, is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the GDS Depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of common shares or GDSs may suffer dilution of their interest in our company upon future capital increases.

Our shareholders may be subject to liability for certain votes of their securities.

Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe to. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to LGS or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

ITEM 4. Information on the Company

A. History and Development of the Company

General Information

Our legal and commercial name is IRSA Inversiones y Representaciones Sociedad Anónima. We were incorporated and organized on April 30, 1943, under Argentine law as a stock corporation (sociedad anónima), and we were registered with the IGJ on June 23, 1943, under number 284, on page 291, book 46 of volume A. Pursuant to our bylaws, our term of duration expires on April 5, 2043.

Our common shares are listed and traded on the ByMA and our GDSs representing our common shares are listed on the NYSE. Our headquarters are located at Carlos M. Della Paolera 261, 9^th Floor, City of Buenos Aires (C1001ADA), Argentina. Our telephone is +54 (11) 4323-7400. Our website is www.irsa.com.ar. Information contained in or accessible through our website is not a part of this Annual Report. We assume no responsibility for the information contained on these sites.

Our depositary agent for the GDSs in the United States is the GDS Depositary whose address is 240 Greenwich Street, New York, NY 10286, and whose telephone numbers are +1-888-BNY-ADRS (+1-888-269-2377) for U.S. calls and +1-201-680-6825 for calls outside U.S.

History

IRSA, which was founded in 1943, is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.

Since 1994, our main subsidiary was IRSA CP. During our fiscal year ended June 30, 2022, we underwent a reorganization process pursuant to which IRSA CP merged into IRSA, and IRSA assumed all of the assets and liabilities and succeed to all of the rights and obligations of IRSA CP, effective as of July 1, 2021. The merger of IRSA CP with IRSA as surviving corporation was duly registered by the corresponding Argentine control authorities on April 27, 2022.

Shopping Malls

We are engaged in the acquisition, development and management of shopping malls. Since 1996, we have expanded our real estate activities in the shopping mall segment, through the acquisition and development of shopping malls.

As of June 30, 2026, we own 18 shopping malls in Argentina: Alto Palermo, Abasto Shopping, Alto Avellaneda, Alcorta Shopping, Patio Bullrich, Dot Baires Shopping, Soleil Premium Outlet, Distrito Arcos, Terrazas de Mayo, Oeste Outlet (which is currently not operating as it is undergoing refurbishment and is expected to resume operations during the fiscal year ended June 30, 2027), Alto NOA Shopping, Alto Rosario Shopping, Mendoza Plaza Shopping, Córdoba Shopping Villa Cabrera, La Ribera Shopping (through a joint venture), Alto Comahue Shopping and Patio Olmos (operated by a third party) and the recently acquired Los Gallegos, totaling 410,356 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). In addition, we are currently developing Distrito Diagonal, a new shopping mall in La Plata, which is expected to commence operations by the end of the fiscal year 2027.

Offices

We own, develop and manage office buildings throughout Argentina.

During 2005, attractive prospects in office business led us to initiate the investment in this segment, through the acquisition of premium buildings.

In 2007, through Pamsa, we started the construction of one of our most important projects called “Polo Dot,” a shopping mall, an office building and different plots of land to develop three additional buildings. This project is located in the Saavedra neighborhood, at the intersection of General Paz Avenue and the Panamerican Highway. First, the shopping mall Dot Baires was developed and opened in May 2009 and then the office building was opened in July 2010, which marked the beginning of our operations in the growing corridor of rental offices located in the North Zone of Buenos Aires. In addition, on June 5, 2017, we reported the acquisition of the historic Philips Building, adjacent to the Dot Baires Shopping Mall, located in the Saavedra neighborhood in the City of Buenos Aires. It has 4 office floors, a total GLA of approximately 8,419 sqm which has a remaining construction capacity of approximately 20,000 sqm. Likewise, through Pamsa, we developed the Zetta building, A+, which was inaugurated in May 2019, it has 11 office floors with a profitable area of 32,173 sqm, fully leased at the opening date, and obtained the LEED Gold Core & Shell certification. During the fiscal year ended June 30, 2026, construction began to expand this building by 15,940 square meters.

On April 29, 2021, we concluded the construction and inaugurated a new office development in Buenos Aires, named “261 Della Paolera”, a AAA-rated office building located in Catalinas, a premium corporate area in Argentina. This 30-story building has a total GLA of 35,000 sqm, 318 parking spaces, services and amenities and obtained the LEED Gold Core & Shell certification. As of June 30, 2026, we own 3,740 sqm, which are fully leased to Globant. The building is equipped with the latest technology and designed to promote an agile and collaborative working environment.

As of June 30, 2026, we own a participation in five office buildings of rental office property totaling 58,553 sqm of GLA.

Hotels

In 1997, we entered the hotel market through the acquisition of a 50% interest in the Llao Llao Hotel in Bariloche Province of Rio Negro and 76.3% in the Intercontinental Hotel in the City of Buenos Aires. In 1998, we also acquired Libertador Hotel in the City of Buenos Aires and subsequently sold a 20% interest in it to an affiliate of Sheraton Hotels, and during the fiscal year 2019, we re-acquired the 20% interest to obtain 100% of the capital of Hoteles Argentinos S.A.U and began to operate the hotel directly under the name “Libertador”.

Sales and developments

Since 1996, we have also expanded our operations to the residential real estate market through the development and construction of apartment tower complexes in the City of Buenos Aires and through the development of private residential communities in the greater Buenos Aires area.

We own an important 70-hectare property facing the Río de la Plata in the south of Puerto Madero, 10 minutes from the central area of Buenos Aires, previously known as “Costa Urbana” or “Solares de Santa María.” After more than 20 years since we acquired the property, on December 21, 2021, a law was passed by the City of Buenos Aires approving the regulations for the development of the property named “Ramblas del Plata.” The Company will have a construction capacity of approximately 866,806 sqm, which is expected to drive growth for the coming years through the development of mixed-use projects. We will allocate 50.8 hectares to public use, which represents approximately 71% of the total area of the property and will contribute with three additional lots of the property, two for the Sustainable Urban Development Fund and one for the Innovation Trust, Science and Technology of the GCBA. During the fiscal year ended June 30, 2025, we signed 2 sale agreements and 11 barter contracts with various developers for 13 lots of the extended first phase of “Ramblas del Plata” project, representing an estimated sellable area of 110,585 sqm, for an approximately USD 81.1 million. During the fiscal year ended June 30, 2026, commercialization of the project continued with five additional barter agreements and an amendment to an existing agreement. As of June 30, 2026, a total of 18 lots corresponding to the extended Phase 1 had been commercialized through 16 barter agreements and two sales, for an aggregate amount of approximately USD 125.5 million.

We are currently developing the project called “Polo Dot,” through Pamsa, located in the commercial complex adjoining to Dot Baires Shopping Mall. The project will consist of three office buildings (one of them may include a hotel and the recently opened Zetta building) on land reserves we own and the expansion of Dot Baires Shopping by approximately 15,000 sqm of GLA. In the first phase, we developed the Zetta building which was inaugurated in May 2019. The second stage of the project consists of two office and hotel buildings that will add 38,400 sqm of GLA to the complex. We have noticed important demand for premium office spaces in this new commercial center and we are confident that we will be able to generate a quality enterprise similar to the ones that we have done in the past with attractive income levels and high occupancy. Additionally, on the plot where the Zetta Building is located, we have a surplus buildable surface of 15,940 sqm. During the fiscal year ended June 30, 2026, construction works started to expand the building, and an amendment to the lease agreement with Mercado Libre S.R.L. was signed to expand its leased area and complementary spaces.

On March 22, 2018, we acquired, directly and indirectly, 100% of a land of 78,614 sqm of surface located, in La Plata, Province of Buenos Aires. The objective of this acquisition is to develop a mixed-use project given that the land offers location and scale adequate characteristics for the commercial development in a place of great potential. As of June 30, 2026, the construction of the new Distrito Diagonal shopping center was approximately 44% complete.

In February 2022, we acquired from the GCBA by public auction a property located at the corner of the intersections of Beruti street and Coronel Díaz Avenue. Such property is located in front of Alto Palermo Shopping, a shopping center owned by the Company, located in the neighborhood of Palermo, one of the main commercial corridors of the City of Buenos Aires. The property has an area of approximately 2,387 sqm. Furthermore, it has a total covered area of approximately 8,136.85 sqm with future expansion potential.

In April 2022, as part of the payment for the sale of the Republica Building, we acquired a property, which is made up of four plots and has a frontage of 851 meters on the Buenos Aires - La Plata Highway, on the side of the urbanized area the property has a frontage of 695 meters on Río Gualeguay street between Tupungato and La Guarda streets. It has a total area of 465,642 sqm, with a usable area of 242,151 sqm and a buildable area of 521,399 sqm. On December 11, 2023, we signed a barter agreement pursuant to which we transferred the land for a real estate project to be developed on the property. As of June 30, 2026, we had sold 47 single-family lots that were acquired under the barter agreement for approximately USD 7.2 million. For more information see “Item 4. Information on the Company – Business Overview – Sale and Development of Properties and Land Reserves – Intangibles – Units to be received under barter agreements – Ezpeleta Plot – Quilmes, Buenos Aires.”

In December 2022, we acquired from the GCBA by public auction a property located at Paseo Colón 245 and 12 parking spaces located at Paseo Colón 275, which is close to “Casa Rosada”, the Argentine Government headquarters. The property, with mixed-use potential, has 13 stories in a covered area of approximately 13,700 sqm and a basement with parking lots.

In October 2025, we acquired a property located on Av. Nazca, Terrada and Av. Gaona in the City of Buenos Aires. The property consists of a plot of land of 8,856 sqm, with potential for future expansion.

Others

Over the years, we have acquired equity interests in Banco Hipotecario. As of June 30, 2026, our equity interest in Banco Hipotecario was 29.12%. Banco Hipotecario has historically been Argentina’s leading mortgage lender, provider of mortgage-related insurance and mortgage loan services.

In 2008, we decided to expand internationally into the United States, taking advantage of certain investment opportunities generated after the global financial crisis. We acquired a 49% interest in Metropolitan 885 3rd Ave, whose main asset is a 34-story building with 59,000 sqm of GLA named Lipstick Building, located at 885 Third Avenue, New York, and in a hotel real estate investment trust. As of June 30, 2026, we no longer have any interest in these assets.

In 2014, we invested in the Israeli market through our acquisition of a controlling equity stake in IDB Development Corporation Ltd. (“IDBD”). We carried out the acquisition in the context of a debt restructuring transaction related to IDBD’s holding company. We managed our business and operations in Israel through our subsidiaries IDBD and DIC. On September 25, 2020, the District Court in Tel Aviv-Jaffa, in response to a petition from IDBD’s creditors, declared the insolvency of IDBD and initiated liquidation proceedings. As of June 30, 2026, we no longer own any capital stock of IDBD, and we have an investment in DIC that amounts to 1.1 million of shares, representing 0.8% of its capital stock which is recorded under “Investments in financial assets” in our consolidated financial statements.

Also, as of June 30, 2026, we own, indirectly, 27.02% of GCDI (previously TGLT) capital stock, a construction and real estate company listed on the ByMA.

In order to expand our business into digitalization and technology, on October 8, 2018, we incorporated Pareto S.A., subsequently known as We are appa S.A., which developed the ¡appa! digital loyalty platform. On June 18, 2026, the company changed its corporate name to Shefa, reflecting its evolution from a company focused on a single operating business into an investment vehicle focused on developing and supporting companies in the retail and technology sectors. Shefa’s portfolio includes ¡appa!, Chocorísimo – Icelabs LLC and Bouldertech. During 2026, Shefa continued to strengthen its technology ecosystem through the addition of new investments in Avenida, Tucán Tech and TurismoCity. As of June 30, 2026, IRSA’s interest in Shefa was 89.44%.

For information about our capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.”

Significant acquisitions, dispositions and development of business

Sale of lots and barter agreements – "Ramblas del Plata"

On July 17, 2025, we entered into an addendum to the sale agreement dated January 27, 2025, relating to “Ramblas del Plata,” providing for the substitution of one of the lots subject to that agreement. In consideration of the substitution, the buyer agreed to make an additional cash payment of USD 3.5 million and to deliver functional units in the development to be built on the lot, valued at USD 3.6 million. As a result, the consideration under the original agreement increased by USD 7.1 million (equivalent to ARS 8,953 million), reflecting the 5,000 additional square meters of buildable area of the substituted lot.

On November 7 and December 23, 2025, we signed barter agreements for two lots relating to “Ramblas del Plata,” for approximately USD 11.8 million (equivalent to ARS 20,513 million) which will be paid to us through a cash advance and functional units in the developments to be built on the lots.

Additionally, on February 12 and February 26, 2026, we signed barter agreements for two lots relating to “Ramblas del Plata,” for approximately USD 11.3 million (equivalent to ARS 17,734 million), which will be paid to us through a cash advance and functional units in the developments to be built on the lots.

Additionally, on June 24, 2026, we entered into a barter agreement for one lot relating to “Ramblas del Plata,” for approximately USD 14.2 million (equivalent to ARS 21,121 million), which will be paid to us through a cash advance and functional units in the development to be built on the lot.

The sale transaction was recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements, and generated a gain of ARS 1,620 million, which has been recognized in the line item “Net gain / (loss) from fair value adjustment of investment properties” of our Audited Consolidated Financial Statements. The barter agreements were recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements.

Acquisition of the Al Oeste Shopping

On September 17, 2025, we acquired the “Al Oeste” shopping mall through the signing of the deed and the transfer of operations. This property is located at the intersection of Luis Güemes and Presidente Perón Avenues, in the town of Haedo, Morón district, west of Greater Buenos Aires.

At the time of the acquisition, the shopping mall was operating below its potential, so the Company plans to reconvert it into an outlet center, to be relaunched under the name “Oeste Outlet” during the fiscal year ending June 30, 2027.

“Al Oeste Shopping” has approximately 20,000 GLA sqm, including 40 stores, 6 food court units, 5 padel courts, 14 cinema theaters, and 1,075 parking spaces. In addition, it has an expansion potential of 12,000 GLA sqm.

The purchase price was USD 9 million, of which USD 4.5 million has been paid. The remaining balance will be paid in four annual installments.

This transaction was recorded as an addition of “Investment properties” for ARS 15,567 million and “Intangible assets” for ARS 1 million, with a recognition of imputed interest for ARS 1,347 million.

Sale of Land Plot in Pilar

On October 17, 2025, we signed a sale agreement for a plot of land located in the Municipality of Pilar, Province of Buenos Aires, with a total surface area of approximately 609,343 sqm. The transaction price amounted to USD 1.2 million, equivalent to ARS 2,106 million.

This transaction was recorded as a disposal of “Investment properties” and generated a gain of ARS 104 million, which was recognized in the line item “Net gain / (loss) from fair value adjustment of investment properties” of our Audited Consolidated Financial Statements.

Property acquisition

On October 30, 2025, we acquired, through a judicial process, a property located on Av. Gaona, between Nazca and Terrada, in the Flores neighborhood of the Autonomous City of Buenos Aires.

The property, on a plot of land of 8,856 sqm, has an existing built area of approximately 17,000 sqm and potential for future expansion. The purchase price was USD 6.8 million, which was fully paid. We intend to refurbish the property.

Córdoba Land Plot Barter Agreement

On January 28, 2026, we signed a barter agreement with a local developer for the transfer of a plot of land owned by the Company, located in the City of Córdoba, adjacent to the Córdoba Shopping area, to be used for the development of a corporate office building. As consideration, the Company will receive full ownership of an open-plan office floor of approximately 979 sqm, together with ancillary rights over parking spaces and an option to acquire additional space in the building. The reference value of the transaction amounts to approximately USD 2.4 million, equivalent to ARS 3,707 million.

This barter agreement was recorded as a transfer between the line item “Investment properties” and “Trading properties” of our Audited Consolidated Financial Statements.

Soleil – Lease agreement

On February 9, 2026, we signed a lease agreement for an area of approximately 6,200 sqm located on the premises of Soleil Premium Outlet shopping center. The purpose of the agreement is the construction and operation of retail units, which will be integrated into the existing shopping complex.

The term of the lease, including automatic renewals, is 50 years, and the transaction was recorded as an addition of “Right-of-use assets” and “Lease liabilities” in our Audited Consolidated Financial Statements for ARS 4,902 million.

Corporate reorganization of We are appa S.A. into SHEFA INVESTMENTS S.A.

During the last quarter of the fiscal year ended June 30, 2026, the corporate reorganization of We are appa S.A. was completed, resulting in a single vehicle intended to foster and expand initiatives in the retail and technology sectors named SHEFA INVESTMENTS S.A.

As of June 30, 2026, we hold an 89.44% ownership interest in Shefa, while Ben Iosef Elsztain, CEO of Shefa, together with other strategic investors, holds the remaining 10.56%, and as of the date of this Annual Report, IRSA holds an 81.41% ownership interest in Shefa, and Mr. Ben Iosef Elsztain, CEO of Shefa, together with other strategic investors, hold the remaining 18.49%.

Additionally, as part of the reorganization, Shefa obtained control of BoulderTech Ltd. through the acquisition of an additional ownership interest during 2026, for a consideration of ARS 2,887 million. Prior to such transaction, Shefa held an equity interest in BoulderTech Ltd., which was accounted for as a financial asset amounting to ARS 1,334 million, since the Company did not exercise control over the entity.

As a result of obtaining control, the transaction was accounted for as a business combination in accordance with IFRS 3. On the acquisition date, the previously held interest was included as part of the consideration transferred in determining the value of the business combination, resulting in a total consideration of ARS 4,221 million, and its measurement did not give rise to any effect on profit or loss.

As of June 30, 2026, the accounting for the business combination has been determined only on a provisional basis, as valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and all the information necessary to complete the purchase price allocation has not yet been obtained. Consequently, the amounts allocated to such assets, the related deferred tax liability and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.

Acquisition of “Los Gallegos” Shopping Mall

On June 9, 2026, we completed the acquisition of 100% of the share capital of the companies owning the “Los Gallegos” shopping mall, located at Rivadavia 3050, Mar del Plata, province of Buenos Aires, for a total amount of USD 13.5 million, equivalent to ARS 18,990 million. Of this amount, USD 12.5 million (ARS 17,583 million) were paid, while a balance of USD 1 million (ARS 1,407 million) was retained as guarantee. The shopping mall has a leasable area of approximately 10,500 m², including 49 stores, 14 stands, 2 movie theaters, a department store, and 115 parking spaces. With this acquisition, the Company’s shopping mall portfolio reached 18 assets, totaling more than 400,000 m² of GLA.

As of June 30, 2026, the accounting for the acquisition of the “Los Gallegos” shopping mall was determined on a provisional basis, as the independent valuations of the identifiable intangible assets and the related deferred tax liability are still in progress, and not all the information required to complete the purchase price allocation has yet been obtained. Accordingly, the amounts allocated to such assets, the related deferred tax liability, and the resulting goodwill may be adjusted during the measurement period, which shall not exceed twelve months from the acquisition date. Any such adjustments will be recognized retrospectively in accordance with IFRS 3.

For practical purposes, the acquired companies were consolidated as from June 30, 2026. The results of the acquired companies for the period from June 10 to June 30, 2026 were not consolidated, as their effect was not material to our Audited Consolidated Financial Statements.

At its meeting held on September 17, 2026, our Board of Directors resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, to consider a corporate reorganization aimed at enhancing the efficiency of our operating structure, through the merger by absorption into IRSA of Tienda Los Gallegos S.A. and Los Gallegos Martínez Navarro y Cía. S.A. (the wholly owned subsidiaries acquired as part of the “Los Gallegos” shopping mall transaction).

Additionally, on June 8, 2026, we entered into a purchase agreement for the acquisition of a functional unit of 823.77 m² adjacent to the shopping mall, for a total price of USD 1.3 million, equivalent to ARS 1,909 million, payable as follows: (i) USD 0.3 million (ARS 478 million) upon signing of the agreement, and (ii) the remaining USD 1.0 million (ARS 1,431 million) upon execution of the deed of conveyance.

Zetol LTD Transaction – Boating Trust

On June 24, 2026, Zetol LTD, a subsidiary of Liveck L.T.D., transferred a plot of land to the Boating Trust, which was incorporated into the trust estate at an estimated value of approximately USD 8.6 million. As consideration, Zetol LTD will receive 26.92% of the proceeds from the commercialization of residential units and 37.67% of the proceeds from the commercialization of parking spaces in Tower 2 of the “Carrasco Boating” real estate development, equivalent to approximately 2,297 sqm and 27 parking spaces.

The transaction generated a gain of ARS 11,081 million, resulting from the recognition of revenue from the sale of trading properties of ARS 12,377 million and a cost of ARS 1,296 million in the Consolidated Statement of income and Other Comprehensive Income. Additionally, a decrease of ARS 1,296 million was recorded in “Trading properties” in our Audited Consolidated Financial Statements.

For information on significant acquisitions, dispositions and development of business after June 30, 2026, please see “—Recent Developments”.

Recent Developments

Commercialization Progress of “Ramblas del Plata”

On July 30, 2026, we announced that we had entered into a land swap agreement for a lot with a surface area of 2,360 sqm and an estimated total sellable area of 4,500 sqm, corresponding to the extended Phase 1 of the “Ramblas del Plata” project. The transaction amounted to approximately USD 4 million, to be paid to us through a cash advance and sellable sqm to be received in the future.

On August 31, 2026, we announced that we had entered into a land swap agreement for a lot with a surface area of 2,095 sqm and an estimated total sellable area of 7,483 sqm, corresponding to the extended Phase 1 of the “Ramblas del Plata” project. The transaction amounted to approximately USD 6.7 million, to be paid to us through a cash advance and sellable sqm to be received in the future.

Preliminary Merger Agreement – Los Gallegos

On September 8, 2026, we announced that we had entered into a Preliminary Merger Agreement with Tienda Los Gallegos S.A. and Los Gallegos Martinez Navarro y Cía. S.A., both of which are wholly owned subsidiaries of the Company.

Upon obtaining the corresponding corporate approvals and complying with applicable legal and regulatory requirements, we will absorb both companies, consolidating the businesses under a single legal structure and centralizing the management of our real estate and shopping mall operations, with the aim of generating synergies and achieving operational and economic efficiencies. The merger has no impact on the Company's financial information as of June 30, 2026.

On October 8, 2026, we filed the merger prospectus relating to the proposed merger by absorption of Tienda Los Gallegos S.A. and Los Gallegos Martinez Navarro y Cía. S.A. into the Company, including the special financial statements prepared as of June 30, 2026 in connection with the merger.

General Ordinary and Extraordinary Shareholders’ Meeting

On September 17, 2026, we informed that our Board of Directors has resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held on October 22, 2026, at 11:00 a.m. at first call, and at 12:00 p.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda:

1. Appointment of two shareholders to sign the meeting’s minutes.

2. Consideration of documents contemplated in section 234, paragraph 1, of law no. 19,550 for the fiscal year ended June 30, 2026.

3. Consideration of the financial results for the fiscal year ended June 30, 2026, amounting to a profit of ARS 394,080,843,322.03. Consideration of the distribution of dividends payable in cash and/or in kind for up to ARS 211,000,000,000.

4. Consideration of Board of Directors’ performance for the fiscal year ended June 30, 2026.

5. Consideration of Supervisory Committee’s performance for the fiscal year ended June 30, 2026.

6. Consideration of compensation payable to the Board of Directors ARS 24,293,481,028.85 (total compensation) in excess of ARS 4,589,438,862.75 over the five percent (5%) limit of accrued profits pursuant to section 261 of law no. 19,550 and related regulations, in view of the proposed dividend distribution.

7. Consideration of compensation payable to the Supervisory Committee for ARS 45,755,966.40 for the fiscal year ended June 30, 2026.

8. Determination of the number and appointment of regular Directors and alternate Directors, and determination of their terms of office for up to three fiscal years, as per section twelve of the bylaws.  

9. Appointment of regular and alternate members of the Supervisory Committee for a term of one fiscal year.

10. Appointment of certifying accountants for the fiscal year ending June 30, 2027. 

11. Approval of compensation payable to Certifying Accountants for the fiscal year ended June 30, 2027. 

12. Treatment of the amounts paid as personal assets tax by the Company acting as substitute responsible party on behalf of the shareholders. 

13. Consideration of the annual budget for the implementation of the Audit Committee’s annual plan.

14. Consideration of the merger by absorption of Tienda Los Gallegos S.A. (“Tienda los Gallegos”) and Los Gallegos Martínez Navarro y CÍA. S.A. (“Los Gallegos”) with we, and approval of the separate and consolidated merger statements of financial position prepared for such purpose. Consideration of the prior merger agreement for the merger by absorption. authorizations and delegations and appointment of a representative to execute the final agreement and complete the other required filings and procedures.

15. Authorization to carry out registration proceedings relating to this shareholders’ meeting before the CNV, BYMA, Caja de Valores S.A. and the IGJ.

Related Party Transaction

On September 22, 2026, we announced that our Board of Directors has approved an additional investment of up to USD 4 million, which may be contributed in cash or in kind, in Golden Juniors Segregated Portfolio, an investment fund comprising different segregated portfolios, whose investment manager is a company directly controlled by Mr. Eduardo Sergio Elsztain, our Chairman.

This investment is intended to diversify a portion of the Company's liquidity into financial alternatives that may capture growth opportunities in emerging sectors of the Argentine economy, particularly in the precious metals and mining industries. Under the investment agreement, we and/or our subsidiaries will not pay performance fees and will only bear the proportionate share of expenses corresponding to their participation in the fund.

The Audit Committee, having been consulted in accordance with Chapter III of the CNV Rules and Section 110(h) of Capital Markets Law No. 26,831, issued an opinion stating that it had no objections to the transaction described above. Such opinion is available to shareholders at the Company's registered office. As of the date of this Annual Report, neither the Company nor its subsidiaries have made any additional contributions to the fund, whether in cash or in kind.

Repurchase of Series XXV Notes

On October 15, 2026, we repurchased our Series XXV Notes issued on June 8, 2026 for an aggregate principal amount of USD 9 million. The repurchased Series XXV Notes represent 18.0% of the total outstanding principal amount of such series. The repurchase was made at a price equivalent to 100.68% of the principal amount.

B. Business Overview

Our business strategy is based on three fundamental pillars:

Operating profitability:

Growth and Innovation:

Sustainability:

Operations and principal activities

Founded in 1943, IRSA is one of Argentina’s leading real estate companies and the only Argentine real estate company whose shares are listed both on ByMA and on the NYSE.

We are engaged, directly and indirectly through subsidiaries and joint ventures, in a range of diversified activities, primarily in real estate, including:

Segments

We operate our business through the following five segments: (i) Shopping Malls; (ii) Offices; (iii) Hotels; (iv) Sales and Developments; and (v) Others.

Our “Shopping Malls” segment includes the operating results from our portfolio of shopping malls principally comprising lease and service revenue from tenants. Our Shopping Malls segment had assets of ARS 2,266,282 million and ARS 1,954,354 million as of June 30, 2026 and 2025, respectively, representing 56.8% and 53.4% of our operating assets at such dates, respectively. Our Shopping Malls segment generated revenues of ARS 368,822 million and ARS 361,288 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Our “Offices” segment includes the operating results from lease revenue of offices. Our Offices segment had assets of ARS 317,259 million and ARS 338,381 million as of June 30, 2026 and 2025, respectively, representing 8% and 9.2% of our operating assets at such dates, respectively. Our Offices segment generated revenues of ARS 29,203 million and ARS 26,796 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Our “Hotels” segment includes the operating results of our hotels mainly comprised of room, catering and restaurant revenue. Our Hotels segment had assets of ARS 62,050 million and ARS 60,408 million as of June 30, 2026 and 2025, respectively, representing 1.6% and 1.6% of our operating assets, respectively. Our Hotels segment generated revenues of ARS 88,748 million and ARS 86,266 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Our “Sales and Developments” segment includes the results generated by other rental properties, the development, maintenance and sales of undeveloped parcels of land and/or trading properties. Real estate sales results are also included. Our Sales and Developments segment had assets of ARS 1,072,320 million and ARS 1,069,297 million as of June 30, 2026 and 2025, respectively, representing 26.9% and 29.2% of our operating assets, respectively. Our Sales and Developments segment generated revenues of ARS 28,866 million and ARS 17,042 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Our “Others” Segment includes the entertainment activities through La Arena S.A., La Rural S.A. and Centro de Convenciones Buenos Aires, Shefa and the financial activities carried out by Banco Hipotecario and BACS, as well as other investments in associates. Our “Others” segment had assets of ARS 271,262 million and ARS 238,933 million as of June 30, 2026 and 2025, respectively, representing 6.8% and 6.5% of our operating assets, respectively. Our Others segment generated revenues of ARS 11,300 million and ARS 8,960 million for the fiscal years ended June 30, 2026 and 2025, respectively.

Overview

Shopping Malls

As of June 30, 2026, we operated and owned a majority interest in a portfolio of 18 shopping malls in Argentina, six of which are located in the City of Buenos Aires (Abasto Shopping, Alcorta Shopping, Alto Palermo Shopping, Patio Bullrich, Dot Baires Shopping and Distrito Arcos), four of which are located in the Greater Buenos Aires area (Alto Avellaneda, Soleil Premium Outlet, Terrazas de Mayo and Oeste Outlet (which is currently not operating as it is undergoing refurbishment and is expected to resume operations during the fiscal year ended June 30, 2027)), and the rest of which are located in different provinces of Argentina (Alto Noa in the City of Salta, Alto Rosario in the City of Rosario, Mendoza Plaza in the City of Mendoza, Córdoba Shopping Villa Cabrera and Patio Olmos (operated by a third party) in the City of Córdoba, La Ribera Shopping in Santa Fe (through a joint venture), Alto Comahue in the City of Neuquén and the recently acquired Los Gallegos in the city of Mar del Plata, Province of Buenos Aires.

As of June 30, 2026, our portfolio’s leasable area totaled 410,356 sqm of GLA (excluding certain spaces occupied by hypermarkets, which are not our tenants). Real tenants’ sales of our shopping centers reached ARS 3,739,833 million in the fiscal year 2026, 8.6% lower than 2025, and ARS 4,090,433 million in the fiscal year 2025. The tenants’ sales of our shopping centers are relevant to our income and profitability because they are one of the factors that determine the amount of rent that we can collect from them. They also affect the overall occupancy costs of tenants as a percentage of their sales.

The following table shows certain information about our shopping malls as of June 30, 2026:

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Tenant retail sales

During the fiscal year 2026, the sales of our shopping malls tenants reached ARS 3,739,833 million, decreasing by 8.6% compared to the previous fiscal year.

Tenants’ sales of shopping malls located in the City of Buenos Aires and Greater Buenos Aires decreased a 7.8% compared to previous fiscal year, from ARS 2,860,931 million to ARS 2,639,180 million during the fiscal year 2026, while those in the interior of the country decreased by 10.5% compared to previous fiscal year, from ARS 1,229,502 million to ARS 1,100,653 million during the fiscal year 2026.

The information presented below does not include: (i) “Oeste Outlet,” which is currently not operating as it is undergoing refurbishment, and (ii) “Los Gallegos,” which we acquired in June 2026 and whose operating information will be reported beginning in the first quarter of the fiscal year ended June 30, 2027.

The following table sets forth the total retail sales of IRSA’s shopping mall tenants for the fiscal years indicated:

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Total tenant retail sales by type of business

The following table sets forth the retail sales of IRSA’s shopping mall tenants by type of business for the fiscal years indicated:

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Occupancy rate

The following table sets forth the occupancy rate of IRSA’s shopping malls expressed as a percentage of GLA of each shopping mall for the fiscal years indicated:

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Rental price

The following table shows the annual average rental price per square meter of our shopping malls for the fiscal years indicated:

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Revenues from the Shopping Malls segment

When analyzing the composition of the income of the shopping malls segment between 2026 and 2025, we can observe an increase in rental income, which represented approximately 60% of the segment’s income, while percentage rent, which depends on the sales of our tenants, represented approximately 13% of the segment’s income.

The following table sets forth IRSA’s revenue from cumulative leases by revenue category for the fiscal years presented:

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Rental revenue

The following table sets forth total rental income for each of IRSA’s shopping malls for the fiscal years indicated:

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Lease expirations

The following table sets forth the schedule of estimated lease expirations for our shopping malls for leases in effect as of June 30, 2026, assuming that none of our tenants exercises its option to renew or terminate its lease prior to expiration:

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New leases and renewals

The following table shows certain information about IRSA’s leases agreement as of June 30, 2026:

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Five largest tenants of the portfolio

The five largest tenants in our portfolio (in terms of sales) as of June 30, 2026 represent approximately 9.6% of our gross leasable, 9.3% of the annual basic rent of the shopping mall for the fiscal year ending on that date.

The following table describes our portfolio’s five largest tenants as of June 30, 2026:

Detailed information regarding our shopping malls

Set forth below is certain information regarding our shopping mall portfolio, including certain key lease provisions.

Alto Palermo, City of Buenos Aires

Alto Palermo is a 134-store shopping mall that opened in 1990 in Palermo, a well-known middle-class and densely populated neighborhood in the City of Buenos Aires. Alto Palermo is located at the intersection of Santa Fe and Coronel Díaz avenues, only a few minutes from downtown Buenos Aires with nearby access from the Bulnes subway station, which we believe makes it very attractive for visitor. Alto Palermo has a total constructed area of 69,457 square meters (including parking) that consists of 21,111 square meters of GLA spread out over six levels and has a 642-car pay parking space of approximately 30,000 square meters. Alto Palermo’s targeted clientele consists of middle-income individuals between the ages of 28 and 45. The shopping center was reconverted in 2021, after a 5,000 sqm expansion work, the renovation of most of its premises, and the entry of a differential gastronomy with proposals such as Il Quotidiano, Mooi and Base.

During the fiscal year ended June 30, 2026, the public that visited the Alto Palermo shopping mall generated real retail sales totaling approximately ARS 429,093 million, 9.4% lower than the turnover in real terms during the same period of the fiscal year ended June 30, 2025. Sales per square meter reached ARS 20,325,565. Total rental income decreased from ARS 36,420 million in real terms for fiscal year ended June 30, 2025, to ARS 35,344 million for fiscal year ended June 30, 2026, which represents an annual revenue per gross leasable square meter of ARS 1,758,137 in fiscal year 2025 and ARS 1,674,198 in fiscal year 2026.

As of June 30, 2026, Alto Palermo’s occupancy rate was 96.6%.

Alto Palermo’s tenant mix

The following table sets forth the tenant mix by type of business at Alto Palermo as of June 30, 2026:

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Alto Palermo’s revenue

The following table sets forth selected information relating to the revenue sources at Alto Palermo for the fiscal years indicated: