v3.26.3
Related party transactions
12 Months Ended
Jun. 30, 2026
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. All transactions are carried out in accordance with market parameters.

 

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

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, 2026 amounts to ARS 544.

 

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, by performing a semi-annual review and issuing the related report.

 

It should be noted that the agreement 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 the Company's 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, the Company's President, and to Hamonet S.A., a company controlled by Fernando A. Elsztain, one of the Company's directors, and some of his family members.

 

Furthermore, the Group leases various spaces in 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 IRSA 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, IRSA's 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 3,732 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

 

The Group and its 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

 

The Group and its related parties frequently enter into agreements with third parties whereby the Group sells/acquires 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 interest 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, IRSA has entered into agreements with BHSA, which provides collection services for its shopping malls.

The following is a summary presentation of the balances with related parties as of June 30, 2026 and 2025:

 

Item

 

 06.30.2026

 

 

 06.30.2025

 

Trade and other receivables

 

 

48,054

 

 

 

69,940

 

Investments in financial assets

 

 

23,483

 

 

 

10,994

 

Borrowings

 

 

(442)

 

 

(1,623)

Trade and other payables

 

 

(32,804)

 

 

(27,140)

Total

 

 

38,291

 

 

 

52,171

 

 

Related party

 

 06.30.2026

 

 

06.30.2025

 

 

Description of transaction

 

Item

 

New Lipstick

 

 

360

 

 

 

390

 

 

Sale, leases and services receivables

 

Trade and other receivables

 

Comparaencasa Ltd.

 

 

551

 

 

 

3,486

 

 

Other investments

 

Investments in financial assets

 

 

 

 

-

 

 

 

487

 

 

Loans granted

 

Trade and other receivables

 

Banco Hipotecario S.A.

 

 

63

 

 

 

69

 

 

Sale, leases and services receivables

 

Trade and other receivables

 

 

 

 

2,466

 

 

 

24,975

 

 

Dividends receivable

 

Trade and other receivables

 

La Rural S.A.

 

 

3,108

 

 

 

2,517

 

 

Canon

 

Trade and other receivables

 

 

 

 

(375)

 

 

(658)

 

Others

 

Trade and other payables

 

 

 

 

51

 

 

 

7

 

 

Others

 

Trade and other receivables

 

 

 

 

(8)

 

 

(1)

 

Leases and/or rights of use payable

 

Trade and other payables

 

Other associates and joint ventures (1)

 

 

-

 

 

 

(1,143)

 

Loans obtained

 

Borrowings

 

 

 

 

142

 

 

 

12

 

 

Management Fee

 

Trade and other receivables

 

 

 

 

(89)

 

 

(80)

 

Others

 

Trade and other payables

 

 

 

 

142

 

 

 

65

 

 

Others

 

Trade and other receivables

 

 

 

 

1

 

 

 

1

 

 

Share based payments

 

Trade and other receivables

 

 

 

 

-

 

 

 

21

 

 

Loans granted

 

Trade and other receivables

 

Total associates and joint ventures

 

 

6,412

 

 

 

30,148

 

 

 

 

 

 

Cresud

 

 

1,302

 

 

 

-

 

 

Sale, leases and services receivables

 

Trade and other receivables

 

 

 

 

(9,157)

 

 

(4,233)

 

Corporate services payable

 

Trade and other payables

 

 

 

 

4,940

 

 

 

4,333

 

 

Bonds

 

Investments in financial assets

 

 

 

 

21

 

 

 

-

 

 

Advances

 

Trade and other receivables

 

 

 

 

242

 

 

 

-

 

 

Long-term Incentive Plan

 

Trade and other receivables

 

 

 

 

(3)

 

 

(4)

 

Share based payments

 

Trade and other payables

 

Total parent company

 

 

(2,655)

 

 

96

 

 

 

 

 

 

Futuros y Opciones.com S.A.

 

 

2

 

 

 

-

 

 

Sale, leases and services receivables

 

Trade and other receivables

 

Amauta Agro S.A.

 

 

4

 

 

 

4

 

 

Sale, leases and services receivables

 

Trade and other receivables

 

 

 

 

-

 

 

 

(5)

 

Others

 

Trade and other payables

 

Helmir S.A.

 

 

(442)

 

 

(480)

 

Non-convertible notes

 

Borrowings

 

Total subsidiaries of parent company

 

 

(436)

 

 

(481)

 

 

 

 

 

Directors

 

 

(11,271)

 

 

(8,584)

 

Fees for services received

 

Trade and other payables

 

 

 

 

22

 

 

 

7

 

 

Advances

 

Trade and other receivables

 

Galerias Pacifico

 

 

16

 

 

 

4

 

 

Others

 

Trade and other receivables

 

Sutton

 

 

7,713

 

 

 

8,173

 

 

Loans granted

 

Trade and other receivables

 

 

 

 

(90)

 

 

(135)

 

Others

 

Trade and other payables

 

Rundel Global LTD

 

 

2,925

 

 

 

3,175

 

 

Other investments

 

Investments in financial assets

 

Yad Leviim LTD

 

 

32,135

 

 

 

33,038

 

 

Loans granted

 

Trade and other receivables

 

Golden Juniors Segregated Portfolio

 

 

15,067

 

 

 

-

 

 

Mutual funds

 

Investments in financial assets

 

Sociedad Rural Argentina S.A.

 

 

(8,986)

 

 

(13,000)

 

Others

 

Trade and other payables

 

Rodrigo Benzaquen

 

 

(2,739)

 

 

-

 

 

Others

 

Trade and other payables

 

Others

 

 

(81)

 

 

(132)

 

Leases and/or rights of use receivable

 

Trade and other payables

 

 

 

 

176

 

 

 

122

 

 

Others

 

Trade and other receivables

 

 

 

 

(5)

 

 

(41)

 

Others

 

Trade and other payables

 

 

 

 

-

 

 

 

(267)

 

Dividends payable

 

Trade and other payables

 

 

 

 

88

 

 

 

48

 

 

Reimbursement of expenses receivable

 

Trade and other receivables

 

Total directors and others

 

 

34,970

 

 

 

22,408

 

 

 

 

 

 

Total at the end of the year

 

 

38,291

 

 

 

52,171

 

 

 

 

 

 

 

(1)      Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro 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, 2026, 2025 and 2024:

 

Related party

 

06.30.2026

 

 

06.30.2025

 

 

06.30.2024

 

 

Description of transaction

 

BHN Vida S.A

 

 

-

 

 

 

-

 

 

 

(45)

 

Leases and/or rights of use

 

BHN Seguros Generales S.A.

 

 

2

 

 

 

-

 

 

 

(16)

 

Leases and/or rights of use

 

Comparaencasa Ltd.

 

 

(3,595)

 

 

(85)

 

 

2,910

 

 

Financial operations

 

Other associates and joint ventures (1)

 

 

(200)

 

 

36

 

 

 

397

 

 

Financial operations

 

 

 

 

(21)

 

 

(459)

 

 

100

 

 

Leases and/or rights of use

 

 

 

 

(809)

 

 

-

 

 

 

-

 

 

Fees and remuneration

 

 

 

 

800

 

 

 

636

 

 

 

514

 

 

Corporate services

 

Total associates and joint ventures

 

 

(3,823)

 

 

128

 

 

 

3,860

 

 

 

 

Cresud

 

 

849

 

 

 

829

 

 

 

147

 

 

Leases and/or rights of use

 

 

 

 

(18,099)

 

 

(15,683)

 

 

(18,534)

 

Corporate services

 

 

 

 

10,478

 

 

 

43

 

 

 

(288)

 

Financial operations

 

Total parent company

 

 

(6,772)

 

 

(14,811)

 

 

(18,675)

 

 

 

Helmir S.A.

 

 

(28)

 

 

(59)

 

 

(560)

 

Financial operations

 

Futuros y Opciones.com S.A.

 

 

(122)

 

 

(58)

 

 

-

 

 

Financial operations

 

Total subsidiaries of parent company

 

 

(150)

 

 

(117)

 

 

(560)

 

 

 

Directors

 

 

(24,430)

 

 

(24,442)

 

 

(24,945)

 

Fees and remunerations

 

Senior Management

 

 

(544)

 

 

(1,259)

 

 

(1,003)

 

Fees and remunerations

 

Rundel Global LTD

 

 

-

 

 

 

-

 

 

 

6,035

 

 

Financial operations

 

Yad Leviim LTD

 

 

1,870

 

 

 

1,842

 

 

 

1,744

 

 

Financial operations

 

Golden Juniors Segregated Portfolio

 

 

7,160

 

 

 

-

 

 

 

-

 

 

Financial operations

 

Sociedad Rural Argentina S.A.

 

 

2,375

 

 

 

2,266

 

 

 

7,269

 

 

Financial operations

 

Others

 

 

157

 

 

 

155

 

 

 

115

 

 

Corporate services

 

 

 

 

(347)

 

 

(349)

 

 

(359)

 

Leases and/or rights of use

 

 

 

 

(460)

 

 

(369)

 

 

(840)

 

Financial operations

 

 

 

 

(1,416)

 

 

(940)

 

 

(660)

 

Donations

 

 

 

 

(1,251)

 

 

(1,498)

 

 

(1,894)

 

Fees and remuneration

 

 

 

 

(803)

 

 

(833)

 

 

(908)

 

Legal services

 

Total others

 

 

(17,689)

 

 

(25,427)

 

 

(15,446)

 

 

 

Total at the end of the year

 

 

(28,434)

 

 

(40,227)

 

 

(30,821)

 

 

 

 

 

(1)

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

 

The following is a summary of the transactions with related parties for the years ended June 30, 2026 and 2025:

 

Related party

 

 06.30.2026

 

 

 06.30.2025

 

 

Description of the operation

 

Puerto Retiro S.A.

 

 

-

 

 

 

(47)

 

Irrevocable contributions

 

Total irrevocable contributions

 

 

-

 

 

 

(47)

 

 

 

Cresud

 

 

(117,060)

 

 

(76,254)

 

Dividend distributed

 

Helmir S.A.

 

 

-

 

 

 

(4,308)

 

Dividend distributed

 

Total dividends distributed

 

 

(117,060)

 

 

(80,562)

 

 

 

Cyrsa S.A.

 

 

-

 

 

 

825

 

 

Dividends received

 

Banco Hipotecario S.A.

 

 

4,083

 

 

 

27,750

 

 

Dividends received

 

La Rural S.A.

 

 

6,290

 

 

 

6,624

 

 

Dividends received

 

Nuevo Puerto Santa Fe S.A.

 

 

3,000

 

 

 

517

 

 

Dividends received

 

Total dividends received

 

 

13,373

 

 

 

35,716