v3.26.3
Related party transactions
12 Months Ended
Jun. 30, 2026
Related party transactions  
Related party transactions

32. 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 Act N° 19,550 provides that the remuneration of 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 Act 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 Act N° 19,550, taking into consideration whether such directors perform technical-administrative functions and depending on the results recorded by the Company during the fiscal year. Once such amounts are determined, they should be approved by the Shareholders’ Meeting.

 

Senior Management remuneration

 

The members of the Senior or Top Management are appointed and removed by the Board of Directors and perform functions in accordance with the instructions delivered by the Board itself.

 

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

 

Name

 

Date of birth

 

Position

 

Current position since

Alejandro G. Elsztain

 

03/31/1966

 

General Manager

 

1994

Diego Chillado Biaus

 

09/15/1978

 

General Manager of Livestock Operations and Specialties in Argentina

 

2022

Matías I. Gaivironsky

 

02/23/1976

 

Administrative and Financial Manager

 

2011

 

The remuneration earned by Senior Management for their functions consists of an amount that is fixed taking into account the manager's background, capacity and experience, plus an annual bonus based on their individual performance and the Group's results. Members of the senior management participate in defined contributions and share-based incentive plans that are described in Note 31, respectively.

 

The aggregate compensation to the Senior Management of the Operations Center in Argentina for the year ended June 30, 2026 amounts to ARS 342.

 

Corporate Service Agreement with IRSA

 

Considering that Cresud and IRSA 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, which was periodically modified, the last update being on June 28, 2019. 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 performing 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 Hijos 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 its family members.

 

In addition, the Group leases various spaces in shopping centers (such as retail units, stands, storage units, or advertising spaces) to third parties and related parties, such as BHSA.

 

Lease agreements entered into with associates included similar provisions and amounts to those included in agreements with third parties.

 

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 Cresud and IRSA. 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 Puerta 18 is a non-profit organization created in 2016 by Fundación IRSA. It is a free space for artistic and technological creation for young people between 13 and 24 years old. Through a non-formal education approach, it fosters the development of skills, vocations, and talents in young people by means of the multiple resources offered by technology.

 

Fundación Museo de los Niños acts as 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 Shopping Mall Alto Rosario 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-Sale of goods and/or services hiring

 

In the normal course of its business and with the aim of make resources more efficient, in certain occasions purchase and/or hire services which later sells and/or recover 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 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-sale of financial assets

 

Cash surplus are usually invested in several instruments that may include those issued by related companies acquired at issuance or from unrelated third parties through transactions in the secondary market.

 

Investment in investment funds managed by BACS

 

The Group invests parts of 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 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.

 

San Bernardo lease

 

The Company leased in January 2019 a farm in the Province of Córdoba owned by San Bernardo de Córdoba S.A. (formerly Isaac Elsztain e hijos S.C.A), continuing the lease held in August 2015, for a fraction of 10,896 hectares.

 

The lease was agreed for 10,896 hectares and the price was set at the amount of pesos equivalent to 1.25 kg of meat per hectare. The price of meat will be set taking into account the price per kilo of meat determined by the I.N.M.L (cattle index of the Liniers Market) reported on the website of said Market. In addition, a variable purchase price was agreed, payable only if the Farm generates a positive net margin, equivalent to 50% of the Farm’s net margin, with the fixed purchase price previously paid being deducted at the time of payment.

 

Consulting Agreement

 

In accordance with the terms of the Consulting Agreement, in force as from November 7, 1994, and its amendments, CAMSA provides the Company with advisory services on matters related to activities and investments included agricultural, real estate, financial and hotel operations, among others. An 85% of the capital stock of CAMSA is held by one of the Company’s shareholders and President of its Board of Directors, while the remaining 15% of the capital stock is owned by the Company’s First Vice President.

 

Based on the terms and conditions of the Consulting Agreement, CAMSA provides the Company with the following services:

 

 

·

advise in relation to investing in all aspects of the agricultural business, real estate, financial, and hotel operations, among others, and business proposals;

 

·

acts on behalf of the Company in such transactions, negotiating prices, terms and conditions and other terms of each transaction; and

 

·

provides advisory services on investments in securities related to such transactions.

 

As regards the Consulting Agreement, in consideration for its services the Company pays CAMSA an annual fee equal to 10% of its annual net income after tax from its separate statement of income. During the years ended as of June 30, 2026, 2025 and 2024, ARS (27,169), ARS (12,127) and ARS (17,288) were recognized in results for this concept, respectively.

 

The Consulting Agreement can be revoked by any of the parties upon prior written notice that should not exceed 60 days. If the Company revoke the Consulting Agreement without cause, it will be liable to pay CAMSA twice the average fee amounts paid for management services during the two fiscal years preceding such revocation.

 

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

 

 

74,749

 

 

 

71,673

 

Investments in financial assets

 

 

3,476

 

 

 

6,661

 

Trade and other payables

 

 

(36,633)

 

 

(38,493)

Borrowings

 

 

-

 

 

 

(1,143)

Total

 

 

41,592

 

 

 

38,698

 

 

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)

 

Other payables

 

Trade and other payables

 

 

 

 

51

 

 

 

7

 

 

Other receivables

 

Trade and other receivables

 

 

 

 

(8)

 

 

(1)

 

Leases and/or right of use assets payable

 

Trade and other payables

 

Other associates and joint ventures (i)

 

 

1

 

 

 

1

 

 

Equity incentive plan receivable

 

Trade and other receivables

 

 

 

 

-

 

 

 

21

 

 

Loans granted

 

Trade and other receivables

 

 

 

 

-

 

 

 

(1,143)

 

Borrowings

 

Borrowings

 

 

 

 

142

 

 

 

12

 

 

Management fees receivable

 

Trade and other receivables

 

 

 

 

(89)

 

 

(92)

 

Other payables

 

Trade and other payables

 

 

 

 

279

 

 

 

68

 

 

Other receivables

 

Trade and other receivables

 

Total associates and joint ventures

 

 

6,549

 

 

 

30,139

 

 

 

 

 

 

CAMSA and its subsidiaries

 

 

(17,187)

 

 

(11,949)

 

Management fee payables

 

Trade and other payables

 

Yad Levim LTD

 

 

32,135

 

 

 

33,038

 

 

Loans granted

 

Trade and other receivables

 

 

 

 

16

 

 

 

4

 

 

Other receivables

 

Trade and other receivables

 

Sutton

 

 

7,713

 

 

 

8,173

 

 

Loans granted

 

Trade and other receivables

 

 

 

 

(90)

 

 

(135)

 

Other payables

 

Trade and other payables

 

Rundel Global LTD

 

 

2,925

 

 

 

3,175

 

 

Other investments

 

Investments in financial assets

 

Sociedad Rural Argentina

 

 

(8,986)

 

 

(13,000)

 

Other payables

 

Trade and other payables

 

Other related parties

 

 

28,327

 

 

 

1,863

 

 

Other receivables

 

Trade and other receivables

 

 

 

 

1,496

 

 

 

(2,682)

 

Other payables

 

Trade and other payables

 

 

 

 

88

 

 

 

48

 

 

Reimbursement of expenses receivable

 

Trade and other receivables

 

 

 

 

-

 

 

 

(267)

 

Dividends payable

 

Trade and other payables

 

 

 

 

(86)

 

 

(132)

 

Legal services

 

Trade and other payables

 

Total other related parties

 

 

46,351

 

 

 

18,136

 

 

 

 

 

 

Directors and Senior Management

 

 

(11,308)

 

 

(9,577)

 

Fees for services received

 

Trade and other payables

 

Total Directors and Senior Management

 

 

(11,308)

 

 

(9,577)

 

 

 

 

 

Total

 

 

41,592

 

 

 

38,698

 

 

 

 

 

 

 

(i)

Includes Avenida Compras S.A., Avenida Inc., BHN Vida S.A., Puerto Retiro S.A., Nuevo Puerto Santa Fe S.A. and Agrouranga 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 (i)

 

 

(21)

 

 

(459)

 

 

100

 

 

Leases and/or right of use assets

 

 

 

 

800

 

 

 

636

 

 

 

514

 

 

Corporate services

 

 

 

 

(200)

 

 

36

 

 

 

397

 

 

Financial operations

 

Total associates and joint ventures

 

 

(3,014)

 

 

128

 

 

 

3,860

 

 

 

 

CAMSA and its subsidiaries

 

 

(27,169)

 

 

(12,127)

 

 

(17,288)

 

Management fee

 

Rundel Global LTD

 

 

-

 

 

 

-

 

 

 

6,035

 

 

Financial operations

 

Yad Levim LTD

 

 

1,870

 

 

 

1,842

 

 

 

1,744

 

 

Financial operations

 

Sociedad Rural Argentina

 

 

2,375

 

 

 

2,266

 

 

 

7,269

 

 

Financial operations

 

Other related parties

 

 

(347)

 

 

(349)

 

 

(359)

 

Leases and/or rights of use

 

 

 

 

(1,251)

 

 

(1,498)

 

 

(1,894)

 

Fees and remunerations

 

 

 

 

157

 

 

 

155

 

 

 

115

 

 

Corporate services

 

 

 

 

(901)

 

 

(944)

 

 

(1,071)

 

Legal services

 

 

 

 

(400)

 

 

(268)

 

 

(690)

 

Financial operations

 

 

 

 

(1,416)

 

 

(940)

 

 

(1,894)

 

Donations

 

 

 

 

25,117

 

 

 

1,349

 

 

 

2,221

 

 

Income from sales and services from agricultural business

 

Total other related parties

 

 

(1,965)

 

 

(10,514)

 

 

(5,812)

 

 

 

IFISA

 

 

-

 

 

 

24

 

 

 

9

 

 

Financial operations

 

Total Parent Company

 

 

-

 

 

 

24

 

 

 

9

 

 

 

 

Directors (ii)

 

 

(31,304)

 

 

(27,009)

 

 

(30,587)

 

Fees and remunerations

 

Senior Management

 

 

(898)

 

 

(1,616)

 

 

(765)

 

Compensation of Directors and senior management

 

Total Directors and Senior Management

 

 

(32,202)

 

 

(28,625)

 

 

(31,352)

 

 

 

Total

 

 

(37,181)

 

 

(38,987)

 

 

(33,295)

 

 

 

 

(i)

 Includes Avenida Inc., Banco Hipotecario S.A., Cyrsa S.A., Nuevo Puerto Santa Fe S.A., Quality and Agrouranga S.A.

(ii)

See Note 27 to these Consolidated Financial Statements.

 

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 transaction

 

Puerto Retiro

 

 

-

 

 

 

(47)

 

Irrevocable contributions

 

Agrofy Global LLC

 

 

(933)

 

 

-

 

 

Irrevocable contributions

 

Total irrevocable contributions

 

 

(933)

 

 

(47)

 

 

 

Agro-Uranga S.A.

 

 

679

 

 

 

819

 

 

Dividends received

 

BHSA

 

 

4,083

 

 

 

27,750

 

 

Dividends received

 

Cyrsa S.A.

 

 

-

 

 

 

825

 

 

Dividends received

 

Viflor

 

 

35

 

 

 

-

 

 

Dividends received

 

Nuevo Puerto Santa Fe S.A.

 

 

3,000

 

 

 

517

 

 

Dividends received

 

La Rural S.A.

 

 

6,290

 

 

 

6,624

 

 

Dividends received

 

Total dividends received

 

 

14,087

 

 

 

36,535