v3.25.3
Related party transactions
12 Months Ended
Jun. 30, 2025
Related party transactions  
Related party transactions

30. Related party transactions

 

In the normal course of business, the Group conducts transactions with different entities or parties related to it.

 

Remunerations of the Board of Directors

 

The Business Companies Act of Argentina (Law N° 19,550), provides that the remuneration to the Board of Directors, where it is not set forth in the Company’s by-laws, shall be fixed by the Shareholders' Meetings. The maximum amount of remuneration that the members of the Board are allowed to receive, including salary and other performance-based remuneration of permanent technical-administrative functions, may not exceed 25% of the profits.

 

Such maximum amount is limited to 5% where no dividends are distributed to the Shareholders, and will be increased proportionately to the distribution, until reaching such cap where total profits are distributed, except that such remunerations were expressly agreed by the Shareholders' Meeting, for which purpose the matter must be included as one of the items on the agenda.

Some of the Group's Directors are hired under the Employment Contract Law N° 20,744. This Act rules on certain conditions of the work relationship, including remuneration, salary protection, working hours, vacations, paid leaves, minimum age requirements, workmen protection and forms of suspension and contract termination. The remuneration of directors for each fiscal year is based on the provisions established by the Business Companies Act, taking into consideration whether such directors perform technical-administrative functions and depending on the results recorded during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting.

 

Senior Management remuneration

 

The members of the Group’s senior management are appointed and removed by the Board of Directors and perform functions in accordance with the instructions delivered by the Board itself.

 

The Company’s Senior Management is composed of as follows:

 

Name

 

Date of Birth

 

Position

 

Current position since

Eduardo S. Elsztain

 

01/26/1960

 

General Manager

 

1991

Arnaldo Jawerbaum

 

08/13/1966

 

Operating Manager

 

2022

Jorge Cruces

 

11/07/1966

 

Investment Manager

 

2020

Matías I. Gaivironsky

 

02/23/1976

 

Administrative and Financial Manager

 

2011

 

The total remuneration paid to members of senior management for their functions consists of a fixed salary that takes account of the manager's background capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of senior management participate in defined contributions and share-based incentive plans that are described in Note 29.

 

The aggregate compensation to the Senior Management for the year ended June 30, 2025 amounts to ARS 943.

 

Corporate Service Agreement with Cresud

 

Considering that IRSA and Cresud have operating overlapping areas, the Board of Directors considered it convenient to implement alternatives that allow reducing certain fixed costs of its activity, in order to reduce its impact on operating results, taking advantage of and optimizing the individual efficiencies of each of the companies in the different areas that make up the operational administration.

 

For this purpose, on June 30, 2004, a Framework Agreement for the Exchange of Corporate Services (“Framework Agreement”) was signed, between IRSA, Cresud and IRSA CP. On December 22, 2021, were held the shareholders' meeting approving the merger by absorption of IRSA and IRSA CP, for which IRSA, in its capacity as absorbing company, is the successor of all the rights and obligations assumed by IRSA CP by the Framework Agreement. The last modification to the Framework Agreement was made on July 12, 2022.

 

Under this Framework Agreement, corporate services are currently provided for different areas including: Corporate Human Resources, Administration and Finance, Planning, Institutional Relations, Compliance and others.

 

Under this agreement, the companies entrusted an external consultant with the semi-annual review and evaluation of the criteria used in the process of apportionment of costs to be settled for corporate services, as well as the distribution bases and supporting documentation used in the aforementioned process, through the preparation of a semi-annual report.

 

It should be noted that the operation under comment allows Cresud and IRSA to maintain absolute independence and confidentiality in their strategic and commercial decisions, being the allocation of costs and benefits made on the basis of operational efficiency and equity, without pursuing individual economic benefits for each of the companies.

 

Offices and Shopping Malls spaces leases

 

The offices of our President are located at 108 Bolivar, in the Autonomous City of Buenos Aires. The property has been rented to Isaac Elsztain e Hajes S.A., a company controlled by some family members of Eduardo Sergio Elsztain, our president, and to Hamonet S.A., a company controlled by Fernando A. Elsztain, one of our directors, and some of his family members.

Furthermore, we also let various spaces in our shopping malls (stores, stands, storage space or advertising space) to third parties and related parties such as BHSA.

 

Donations granted to Fundación IRSA, Fundación Puerta 18 and Fundación Museo de los Niños

 

Fundación IRSA is a non-profit charity institution that seeks to support and generate initiatives concerning education, the promotion of corporate social responsibility and the entrepreneurial spirit of the youth. It carries out corporate volunteering programs and fosters donations by the employees. The main members of Fundación IRSA's Board of Directors are: Eduardo S. Elsztain (President); Saul Zang (Vice President I), Alejandro Elsztain (Vice President II) and Mariana C. de Elsztain (secretary). It funds its activities with the donations made by us and Cresud.

 

Fundación Puerta 18 is a non-profit association established in 2016 by Fundación IRSA. It is a free space for artistic and technological creation aimed at young people between the ages of 13 and 24. Through a non-formal education approach, it fosters the development of skills, vocations, and talents among youth by leveraging the multiple resources offered by technology.

 

Fundación Museo de los Niños is a non-profit association, created by the same founders of Fundación IRSA and its Management Board is formed by the same members as Fundación IRSA. Fundación Museo de los Niños acts as a special vehicle for the development of "Museo de los Niños, Abasto" and "Museo de los Niños, Rosario". On October 29, 1999, our shareholders approved the award of the agreement “Museo de los Niños, Abasto” to Fundación Museo de los Niños. On October 31, 1997, IRSA CP entered into an agreement with Fundación IRSA whereby it loaned 3,800 square meters of the area built in the Abasto Shopping mall for a total term of 30 years, and on November 29, 2005, shareholders of IRSA CP approved another agreement entered into with Fundación Museo de los Niños whereby 2,670.11 square meters built in the Alto Rosario shopping mall were loaned for a term of 30 years. Fundación IRSA has used the available area to house the museum called “Museo de los Niños, Abasto” an interactive learning center for kids and adults, which was opened to the public in April 1999.

 

Legal Services

 

The Group hires legal services from Estudio Zang, Bergel & Viñes, at which Saúl Zang was a founding partner and sits at the Board of Directors of the Group companies.

 

Hotel services

 

Our company and related parties sometimes rent from NFSA and Hoteles Argentinos S.A. hotel services and conference rooms for events.

 

Purchase and sale of goods and/or service hiring

 

In the normal course of its business and with the aim of making resources more efficient, in certain occasions purchases and/or hires services which later sells and/or recovers for companies or other related parties, based upon their actual utilization.

 

Sale of advertising space in media

 

Our company and our related parties frequently enter into agreements with third parties whereby we sell/acquire rights of use to advertise in media (TV, radio stations, newspapers, etc.) that will later be used in advertising campaigns. Normally, these spaces are sold and/or recovered to/from other companies or other related parties, based on their actual use.

 

Purchase and sale of financial assets

 

The Group usually invests excess cash in several instruments that may include those issued by related companies, acquired at issuance or from unrelated third parties through secondary market deals.

 

Investment in investment funds managed by BACS

 

The Group invests part of its liquid funds in mutual funds managed by BACS among other entities.

Borrowings

 

In the normal course of its activities, the Group enters into diverse loan agreements or credit facilities between the group’s companies and/or other related parties. These borrowings generally accrue interests at market rates.

 

Financial and service operations with BHSA

 

The Group works with several financial entities in the Argentine market for operations including, but not limited to, credit, investment, purchase and sale of securities and financial derivatives. Such entities include BHSA and its subsidiaries. BHSA and BACS usually act as underwriters in Capital Market transactions. In addition, we have entered into agreements with BHSA, which provides collection services for our shopping malls.

 

The following is a summary presentation of the balances with related parties as of June 30, 2025 and 2024:

 

Item

 

 06.30.2025

 

 

 06.30.2024

 

Trade and other receivables

 

 

52,371

 

 

 

45,062

 

Investments in financial assets

 

 

8,232

 

 

 

5,865

 

Borrowings

 

 

(1,215)

 

 

(1,086)

Trade and other payables

 

 

(20,322)

 

 

(23,951)

Total

 

 

39,066

 

 

 

25,890

 

 

Related party

 

 06.30.2025

 

 

 06.30.2024

 

 

 Description of transaction

 

 Item

 

New Lipstick

 

 

292

 

 

 

307

 

 

 Reimbursement of expenses receivable

 

 Trade and other receivable

 

Comparaencasa Ltd.

 

 

2,610

 

 

 

2,765

 

 

 Other investments

 

 Investments in financial assets 

 

 

 

 

365

 

 

 

347

 

 

 Loans granted

 

 Trade and other receivable

 

Banco Hipotecario S.A.

 

 

51

 

 

 

54

 

 

 Leases and/or rights of use receivable

 

 Trade and other receivable

 

 

 

 

18,701

 

 

 

6,596

 

 

 Dividends receivable

 

 Trade and other receivable

 

La Rural S.A.

 

 

1,885

 

 

 

1,917

 

 

 Canon

 

 Trade and other receivable

 

 

 

 

(493)

 

 

(3)

 

 Others

 

 Trade and other payables

 

 

 

 

5

 

 

 

22

 

 

 Others

 

 Trade and other receivable

 

 

 

 

(1)

 

 

-

 

 

 Leases and/or rights of use payable

 

 Trade and other payables

 

Other associates and joint ventures (1)

 

 

(855)

 

 

(728)

 

 Loans obtained

 

 Borrowings

 

 

 

 

9

 

 

 

40

 

 

 Management Fee

 

 Trade and other receivable

 

 

 

 

(60)

 

 

(29)

 

 Others

 

 Trade and other payables

 

 

 

 

49

 

 

 

15

 

 

 Others

 

 Trade and other receivable

 

 

 

 

1

 

 

 

1

 

 

 Share based payments

 

 Trade and other receivable

 

 

 

 

16

 

 

 

17

 

 

 Loans granted

 

 Trade and other receivable

 

Total associates and joint ventures

 

 

22,575

 

 

 

11,321

 

 

 

 

 

 

Cresud

 

 

-

 

 

 

778

 

 

 Reimbursement of expenses receivable

 

 Trade and other receivable

 

 

 

 

(3,169)

 

 

(2,957)

 

 Corporate services payable

 

 Trade and other payables

 

 

 

 

3,244

 

 

 

591

 

 

 Non-convertible notes

 

 Investments in financial assets

 

 

 

 

(3)

 

 

(4)

 

 Share based payments

 

 Trade and other payables

 

Total parent company

 

 

72

 

 

 

(1,592)

 

 

 

 

 

Amauta Agro S.A.

 

 

3

 

 

 

7

 

 

 Others

 

 Trade and other receivable

 

 

 

 

(4)

 

 

-

 

 

 Others

 

 Trade and other payables

 

Helmir S.A.

 

 

(360)

 

 

(358)

 

 Non-convertible notes

 

Borrowings

 

Total subsidiaries of parent company

 

 

(361)

 

 

(351)

 

 

 

 

 

Directors

 

 

(6,428)

 

 

(7,774)

 

 Fees for services received

 

 Trade and other payables

 

 

 

 

5

 

 

 

-

 

 

 Reimbursement of expenses receivable

 

 Trade and other receivable

 

Galerias Pacifico

 

 

-

 

 

 

4,530

 

 

 Loans granted

 

 Trade and other receivable

 

 

 

 

3

 

 

 

4

 

 

 Others

 

 Trade and other receivable

 

Sutton

 

 

6,120

 

 

 

5,666

 

 

 Loans granted

 

 Trade and other receivable

 

 

 

 

(101)

 

 

(107)

 

 Others

 

 Trade and other payables

 

Rundel Global LTD

 

 

2,378

 

 

 

2,509

 

 

 Other investments

 

 Investments in financial assets 

 

Yad Levim LTD

 

 

24,739

 

 

 

24,638

 

 

 Loans granted

 

 Trade and other receivable

 

Sociedad Rural Argentina S.A.

 

 

(9,734)

 

 

(12,846)

 

 Others

 

 Trade and other payables

 

Others

 

 

(99)

 

 

(66)

 

 Leases and/or rights of use receivable

 

 Trade and other payables

 

 

 

 

91

 

 

 

42

 

 

 Others

 

 Trade and other receivable

 

 

 

 

(30)

 

 

(165)

 

 Others

 

 Trade and other payables

 

 

 

 

(200)

 

 

-

 

 

 Dividends payable

 

 Trade and other payables

 

 

 

 

36

 

 

 

81

 

 

 Reimbursement of expenses receivable

 

 Trade and other receivable

 

Total directors and others

 

 

16,780

 

 

 

16,512

 

 

 

 

 

 

Total at the end of the year

 

 

39,066

 

 

 

25,890

 

 

 

 

 

 

 

(1)

Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A., Cyrsa S.A. and Nuevo Puerto Santa Fe S.A.

The following is a summary of the results with related parties for the years ended June 30, 2025, 2024 and 2023:

 

Related party

 

06.30.2025

 

 

06.30.2024

 

 

06.30.2023

 

 

Description of transaction

 

BHN Vida S.A

 

 

-

 

 

 

(34)

 

 

(17)

 

Leases and/or rights of use

 

BHN Seguros Generales S.A.

 

 

-

 

 

 

(12)

 

 

(7)

 

Leases and/or rights of use

 

Comparaencasa Ltd.

 

 

(64)

 

 

2,179

 

 

 

389

 

 

Financial operations

 

Condor

 

 

-

 

 

 

-

 

 

 

21

 

 

Financial operations

 

Other associates and joint ventures (1)

 

 

27

 

 

 

297

 

 

 

362

 

 

Financial operations

 

 

 

 

(344)

 

 

75

 

 

 

(326)

 

Leases and/or rights of use

 

 

 

 

476

 

 

 

385

 

 

 

477

 

 

Corporate services

 

Total associates and joint ventures

 

 

95

 

 

 

2,890

 

 

 

899

 

 

 

 

Cresud

 

 

620

 

 

 

110

 

 

 

538

 

 

Leases and/or rights of use

 

 

 

 

(11,743)

 

 

(13,878)

 

 

(14,744)

 

Corporate services

 

 

 

 

33

 

 

 

(216)

 

 

20,590

 

 

Financial operations

 

Total parent company

 

 

(11,090)

 

 

(13,984)

 

 

6,384

 

 

 

 

Helmir S.A.

 

 

(44)

 

 

(420)

 

 

(130)

 

Financial operations

 

Futuros y Opciones.com S.A.

 

 

(44)

 

 

-

 

 

 

-

 

 

Financial operations

 

Total subsidiaries of parent company

 

 

(88)

 

 

(420)

 

 

(130)

 

 

 

Directors

 

 

(18,302)

 

 

(18,678)

 

 

(46,983)

 

Fees and remunerations

 

Senior Management

 

 

(943)

 

 

(751)

 

 

(922)

 

Fees and remunerations

 

Rundel Globa LTD

 

 

-

 

 

 

4,519

 

 

 

683

 

 

Financial operations

 

Yad Leviim LTD

 

 

1,379

 

 

 

1,306

 

 

 

1,114

 

 

Financial operations

 

Sociedad Rural Argentina S.A.

 

 

1,697

 

 

 

5,443

 

 

 

349

 

 

Financial operations

 

Others

 

 

116

 

 

 

86

 

 

 

78

 

 

Corporate services

 

 

 

 

(261)

 

 

(269)

 

 

(93)

 

Leases and/or rights of use

 

 

 

 

(276)

 

 

(629)

 

 

(467)

 

Financial operations

 

 

 

 

(704)

 

 

(494)

 

 

(777)

 

Donations

 

 

 

 

(1,122)

 

 

(1,418)

 

 

(1,114)

 

Fees and remuneration

 

 

 

 

(624)

 

 

(680)

 

 

(519)

 

Legal services

 

Total others

 

 

(19,040)

 

 

(11,565)

 

 

(48,651)

 

 

 

Total at the end of the year

 

 

(30,123)

 

 

(23,079)

 

 

(41,498)

 

 

 

 

(1)

It includes Avenida Inc., Banco Hipotecario S.A., Cyrsa S.A., BHN Sociedad de Inversión S.A., La Rural S.A., Nuevo Puerto Santa Fe S.A. and Quality Invest S.A.

  

The following is a summary of the transactions with related parties for the years ended June 30, 2025 and 2024:

 

Related party

 

 06.30.2025

 

 

 06.30.2024

 

 

Description of the operation

 

Quality Invest S.A.

 

 

-

 

 

 

(36,195)

 

Sale of shares

 

Total sale of shares

 

 

-

 

 

 

(36,195)

 

 

 

Puerto Retiro S.A.

 

 

(35)

 

 

-

 

 

Irrevocable contributions

 

Total irrevocable contributions

 

 

(35)

 

 

-

 

 

 

 

Cresud

 

 

(57,099)

 

 

(162,337)

 

Dividend distributed

 

Helmir S.A.

 

 

(3,226)

 

 

(8,930)

 

Dividend distributed

 

Total dividends distributed

 

 

(60,325)

 

 

(171,267)

 

 

 

Cyrsa S.A.

 

 

618

 

 

 

-

 

 

Dividends received

 

Banco Hipotecario S.A.

 

 

20,779

 

 

 

19,852

 

 

Dividends received

 

La Rural S.A.

 

 

4,960

 

 

 

2,027

 

 

Dividends received

 

Nuevo Puerto Santa Fe S.A.

 

 

387

 

 

 

616

 

 

Dividends received

 

Total dividends received

 

 

26,744

 

 

 

22,495