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6-K 1 tm2533082d4_6k.htm FORM 6-K - TMA 2024 ANNUAL INFORMATION 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of February 2026

 

Commission File Number: 001-13464

 

Telecom Argentina S.A.

(Translation of registrant’s name into English)

 

General Hornos, No. 690, 1272 

Buenos Aires, Argentina 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F          x   Form 40-F          ¨

 

 

 

 


 

Telecom Argentina S.A.

 

TABLE OF CONTENTS

 

Item

 

1. Consolidated Financial Statements of Telefónica Móviles Argentina Sociedad Anónima for the fiscal year ended December 31, 2024 and 2023

 

Exhibit 1 - Consent of Price Waterhouse & Co. S.R.L., Independent Auditors

 

 


 

Telecom Argentina S.A. hereby designates this report on Form 6-K as being incorporated by reference into its registration statement on Form F-3 (Registration No. 333-280720) dated July 8, 2024 (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Financial Statements 

For the fiscal year ended 

December 31, 2024 and 2023

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Tax Identification No. (CUIT): 30-67881435-7

 

Legal Domicile: Av. Corrientes 707, ground floor, Autonomous City of Buenos Aires, Argentina.

 

Fiscal Year No. 32 started January 1, 2024

 

Consolidated Financial Statements as of December 31, 2024 and 2023

 

and for fiscal years ended December 31, 2024 and 2023

 

Company’s main activity: Provision of mobile telephone services

 

Date of registration with the Public Registry of Commerce: December 1, 1994

 

Date of registration with the Public Registry of Commerce of the last amendment to By-laws: September 26, 2024

 

Registration number with the Inspección General de Justicia (General Board of Corporations): 12,454 - Book 116 - Volume A

 

Registration number with the Inspección General de Justicia

 

of the last amendment to By-laws: 17,696 - Book 119

 

Expiration date of the social contract: November 30, 2093

 

Controlling Company’s interest in the capital stock and votes as of December 31, 2024: 99.9996%

 

CAPITAL STRUCTURE

(in Pesos)

 

    Subscribed, issued,
paid in and registered
 
Book-entry ordinary shares of 1 peso nominal amount each, entitled to one vote per share:     86,461,307,278  

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Statements of Financial Position as of December 31, 2024 and 2023

 

Amounts in Pesos in current currency   Notes     12/31/2024     12/31/2023  
ASSETS                  
A) NON-CURRENT ASSETS             1,533,678,651,105       2,755,585,080,330  
Intangible assets     4       283,939,266,571       807,168,185,040  
Property, plant & equipment     6       736,536,151,521       1,677,003,678,704  
Rights-of-use assets     7       88,333,550,121       124,839,506,930  
Investment properties     8 a)     50,805,799,803       53,509,494,960  
Investments in subsidiaries             23,678,970       23,678,970  
Financial assets     13 a)     148,960,380,060       17,571,597,282  
Other assets     11 b)     66,095,261,648       71,123,151,001  
Deferred income tax assets     17       155,185,240,718       -  
Tax credits     17       3,799,321,693       4,345,787,443  
B) CURRENT ASSETS             710,072,910,373       1,028,816,632,141  
Inventories     9       59,223,718,953       42,422,902,436  
Trade receivables     11 a)     323,173,380,882       351,878,404,247  
Other assets     11 b)     89,727,774,727       90,082,722,822  
Tax credits     17       16,785,036,762       865,367  
Financial assets     13 a)     77,744,379,107       191,010,193,772  
Cash and cash equivalents     13 a)     141,158,159,827       353,421,543,497  
Assets classified as held for sale     8 b)     2,260,460,115       -  
TOTAL ASSETS (A+B)             2,243,751,561,478       3,784,401,712,471  
                         
Amounts in Pesos in current currency     Notes     12/31/2024     12/31/2023  
LIABILITIES AND EQUITY                        
A) EQUITY     12       1,236,584,338,182       2,204,035,463,210  
Equity attributable to Controlling Company             1,236,584,338,182       1,967,315,705,302  
Equity attributable to non-controlling interest             -       236,719,757,908  
B) NON-CURRENT LIABILITIES             280,934,019,182       585,082,240,532  
Leases and other financial liabilities     13 b)     23,928,581,743       48,812,126,324  
Trade and other payables     14       25,359,477,561       29,214,649,592  
Deferred income tax liabilities     17       -       356,157,946,586  
Provisions     15       231,645,959,878       150,897,518,030  
C) CURRENT LIABILITIES             726,233,204,114       995,284,008,729  
Leases and other financial liabilities     13 b)     54,371,821,812       99,615,905,771  
Trade and other payables     14       521,891,583,315       635,920,530,702  
Tax liabilities     17       100,683,758,047       107,675,641,056  
Provisions     15       49,286,040,940       152,071,931,200  
TOTAL LIABILITIES AND EQUITY (A+B+C)             2,243,751,561,478       3,784,401,712,471  

 

Notes 1 to 23 are an integral part of these consolidated statements of financial position.

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Income Statements for the years ended December 31, 2024 and 2023

 

Amounts in Pesos in current currency   Notes     2024     2023  
Revenues     18       2,511,381,451,726       2,527,643,947,037  
Other income     18       10,352,187,429       30,207,987,543  
Supplies     18       (497,575,829,832 )     (612,925,019,406 )
Employee benefit expenses and severance payments     18       (607,061,627,852 )     (780,263,325,136 )
Variation of allowances for doubtful accounts     21 c)     (63,401,887,492 )     (60,243,778,037 )
Impairment loss     18       (1,367,763,610,051 )     -  
Other expenses     18       (1,080,236,385,406 )     (1,044,843,103,102 )
Depreciation and amortization     18       (427,658,170,877 )     (492,168,113,858 )
OPERATING RESULT             (1,521,963,872,355 )     (432,591,404,959 )
Financial income     16       121,018,571,104       260,717,187,368  
Foreign currency exchange gains             311,208,238,592       637,059,164,285  
RECPAM             185,730,268,520       77,753,994,244  
Financial expenses     16       (257,896,991,735 )     (192,561,442,390 )
Foreign currency exchange losses             (301,247,324,640 )     (612,461,333,039 )
Net financial income             58,812,761,841       170,507,570,468  
LOSS BEFORE INCOME TAX             (1,463,151,110,514 )     (262,083,834,491 )
Income tax benefit (expense)     17       502,912,526,226       (6,581,193,357 )
NET LOSS FOR THE YEAR             (960,238,584,288 )     (268,665,027,848 )
Atributtable to Controlling Company shareholders             (960,238,584,288 )     (194,849,229,586 )
Atributtable to non-controlling shareholders             -       (73,815,798,262 )

 

Notes 1 to 23 are an integral part of these consolidated income statements.

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023

 

Amounts in Pesos in current currency   12/31/2024     12/31/2023  
Net loss for the year     (960,238,584,288 )     (268,665,027,848 )
Gains/(losses) of financial assets at fair value     (24,926,446,098 )     27,345,205,115  
Income tax effect     8,724,256,134       (9,570,821,790 )
Other comprehensive income that will be reclassified to the income statement in subsequent years     (16,202,189,964 )     17,774,383,325  
Actuarial gains and losses on defined benefit plans     (849,679,282 )     (999,506,227 )
Other comprehensive income that will not be reclassified to the income statement in subsequent years     (849,679,282 )     (999,506,227 )
Other comprehensive income/(loss) for the year     (17,051,869,246 )     16,774,877,098  
Total comprehensive loss for the year     (977,290,453,534 )     (251,890,150,750 )

 

Notes 1 to 23 are an integral part of these consolidated statements of comprehensive income.

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Statement of Changes in Equity for the year ended December 31, 2024

 

    Owners contribution     Accumulated Results     Other comprehensive income              
Amounts in Pesos
in current currency
 

Share capital
Nominal
amount

(Note 12 a)

    Inflation
adjustment
(Note 12 a)
   

Share capital
Treasury
shares

(Note 12a)

    Comprehensive
adjustment of
treasury shares
    Irrevocable
contributions
    Issue premium     Effect of capital
increase of
subsidiaries
   

Legal

reserve

    Reserve for future
dividends
    Retained
earnings
    Pension plans     Financial assets
at fair value
    Non-controlling
interest
    Total  
Balance as of December 31, 2023   277,908,614     184,180,021,829     92     476     -     425,312,082,220     136,068,132,566     36,780,940,594     1,365,396,638,578     (194,849,229,586 )   (1,001,463,578 )   15,150,673,497     236,719,757,908     2,204,035,463,210  
Merger effect (Notes 12 a) and 22)   1,450,022,273     1,707,598,828     -     -     -     233,827,370,486     -     -     -     -     (265,233,679 )   -     (236,719,757,908 )   -  
Balance as of January 1, 2024   1,727,930,887     185,887,620,657     92     476     -     659,139,452,706     136,068,132,566     36,780,940,594     1,365,396,638,578     (194,849,229,586 )   (1,266,697,257 )   15,150,673,497     -     2,204,035,463,210  
Net loss for the year   -     -     -     -     -     -     -     -     -     (960,238,584,288 )   -     -     -     (960,238,584,288 )
Other comprehensive loss for the year   -     -     -     -     -     -     -     -     -     -     (849,679,282 )   (16,202,189,964 )   -     (17,051,869,246 )
Total comprehensive loss for the year   -     -     -     -     -     -     -     -     -     (960,238,584,288 )   (849,679,282 )   (16,202,189,964 )   -     (977,290,453,534 )
Capitalization of comprehensive adjustment of share capital   84,427,665,311     (84,427,665,311 )   169     (169 )   -     -     -     -     -     -     -     -     -     -  
Absorption of losses (Note 12 d)   -     -     -     -     -     -     -     -     (194,849,229,586 )   194,849,229,586     -     -     -     -  
Capital contribution   -     -     -     -     9,839,328,506     -     -     -     -     -     -     -     -     9,839,328,506  
Capitalization of contributions   305,710,819     97,728,240     -     -     (9,839,328,506 )   9,435,889,447     -     -     -     -     -     -     -     -  
Balance as of December 31, 2024   86,461,307,017     101,557,683,586     261     307     -     668,575,342,153     136,068,132,566     36,780,940,594     1,170,547,408,992     (960,238,584,288 )   (2,116,376,539 )   (1,051,516,467 )   -     1,236,584,338,182  

 

Notes 1 to 23 are an integral part of this consolidated statement of changes in equity.

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Statement of Changes in Equity for the year ended December 31, 2023

  

    Owners contribution     Accumulated results     Other comprehensive income              
Amounts in Pesos
in current currency
 

Share capital
Nominal
amount

(Note 12 a)

    Inflation
adjustment
(Note 12 a)
   

Share capital
Treasury
shares

(Note 12 a)

    Comprehensive
adjustment of
treasury shares
    Irrevocable
contributions
    Issue premium     Effect of capital
increase of
subsidiaries
   

Legal

reserve

    Reserve for future
dividends
    Retained
earnings
    Pension plans     Financial assets
at fair value
    Non-controlling
interest
    Total  
Balance as of December 31, 2022   277,908,614     184,180,021,829     92     476     -     425,312,082,220     131,372,578,322     36,780,940,594     1,558,056,520,555     (192,659,881,977 )   (207,460,416 )   (2,623,709,829 )   310,741,059,235     2,451,230,059,715  
Loss for the year   -     -     -     -     -     -     -     -     -     (194,849,229,586 )   -     -     (73,815,798,262 )   (268,665,027,848 )
Other comprehensive income for the year   -     -     -     -     -     -     -     -     -     -     (794,003,162 )   17,774,383,326     (205,503,065 )   16,774,877,099  
Total comprehensive income for the year   -     -     -     -     -     -     -     -     -     (194,849,229,586 )   (794,003,162 )   17,774,383,326     (74,021,301,327 )   (251,890,150,749 )
Effect of capital increase of subsidiaries (Note 12 f)   -     -     -     -     -     -     4,695,554,244     -     -     -     -     -     -     4,695,554,244  
Absorption of losses (Note 12 d)   -     -     -     -     -     -     -     -     (192,659,881,977 )   192,659,881,977     -     -     -     -  
Balance as of December 31, 2023   277,908,614     184,180,021,829     92     476     -     425,312,082,220     136,068,132,566     36,780,940,594     1,365,396,638,578     (194,849,229,586 )   (1,001,463,578 )   15,150,673,497     236,719,757,908     2,204,035,463,210  

 

Notes 1 to 23 are an integral part of this consolidated statement of changes in equity.

 

 


 

Telefónica Móviles Argentina Sociedad Anónima

 

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 

Amounts in Pesos in current currency   Notes     12/31/2024     12/31/2023  
Net loss for the year             (960,238,584,288 )     (268,665,027,848 )
Adjusted by:             1,324,023,666,524       456,510,959,621  
Income tax     17       (502,912,526,226 )     6,581,193,357  
Depreciation and amortization     18       427,658,170,877       492,168,113,858  
Impairment of Property, plant & equipment     18       899,909,088,533       -  
Intangible assets impairment loss     18       467,854,521,518       -  
Sale and disposal of PP&E             499,852,000       (6,926,775,079 )
Provision for inventory write-down     9       270,810,478       (1,388,777,835 )
Net increases and financial update of provisions             248,154,494,811       393,245,269,115  
Exchange differences on cash and cash equivalents and on investment and financing activities             (51,464,102,808 )     (327,361,751,921 )
RECPAM             (185,730,268,520 )     (77,753,994,244 )
Others             19,783,625,861       (22,052,317,630 )
Movements in working capital:             57,584,158,380       350,106,609,944  
Increase in trade receivables and other assets             (274,604,074,917 )     (418,130,825,833 )
(Increase) / decrease in inventories             (17,071,626,995 )     10,161,759,043  
(Increase) / decrease in other financial assets             (19,898,556,744 )     22,065,803,135  
Net change in current tax liabilities and receivables             48,944,353,191       69,524,557,548  
Increase in trade payables and other liabilities             320,214,063,845       666,485,316,051  
Cash used in operations             (40,040,094,161 )     (32,937,656,467 )
Provisions paid             (81,071,828,628 )     (94,195,947,434 )
Interest received             41,254,291,771       71,177,443,481  
Income tax paid             (222,557,304 )     (9,919,152,514 )
Net cash flows from operating activities             381,329,146,455       505,014,885,250  
Payments for investments in             (749,786,192,155 )     (512,519,598,470 )
Group companies and related entities             -       (22,502,210 )
PP&E and intangible assets             (246,040,612,305 )     (411,539,068,877 )
Financial assets             (503,745,579,850 )     (100,958,027,383 )
Receipts from the sale of investments in             333,526,748,036       105,263,561,719  
PP&E             8,006,637,335       13,951,598,064  
Financial assets             323,866,600,146       90,630,336,356  
Others             1,653,510,555       681,627,299  
Net cash flows used in investment activities             (416,259,444,119 )     (407,256,036,751 )
Receipts and payments for financial liabilities                        
Proceeds from:             1,410,465,000       6,771,367,444  
Debt with financial entities, related parties and others             1,410,465,000       6,771,367,444  
Amortization and repayment of:             (72,291,914,830 )     (48,796,689,128 )
Debt with financial entities, related parties and others             (67,375,552,625 )     (41,314,870,655 )
Interest paid on debt with financial entities, related parties and others             (4,916,362,205 )     (7,481,818,473 )
Shareholder contributions             9,839,328,506       36,304,892,212  
Net cash flows used in financing activities             (61,042,121,324 )     (5,720,429,472 )
Effect of exchange rate differences on cash and cash equivalents             4,701,511,089       230,759,777,787  
Effect of RECPAM on cash and cash equivalents             (120,992,475,771 )     (393,274,104,627 )
Net decrease in cash and cash equivalents             (212,263,383,670 )     (70,475,907,813 )
Cash and cash equivalents at the beginning of the year     12       353,421,543,497       423,897,451,310  
Cash and cash equivalents at the end of the year     12       141,158,159,827       353,421,543,497  

 

As of December 31, 2024 and 2023, there are outstanding payments to PP&E suppliers. These amounts are detailed under PP&E suppliers in Note 13. The details of non-monetary transactions relating to additions of PP&E and rights-of-use assets are as follows:

 

    2024     2023  
Net effect between additions financed by trade creditors and payments from prior periods     14,375,041,056       (17,604,029,278 )
Additions financed by lease liabilities (Note 13 b)     (65,516,825,620 )     (49,117,340,137 )
Additions of asset dismantling costs (Note 15 b)     -       (13,637,983,235 )

 

Notes 1 to 23 are an integral part of these consolidated statements of cash flows.

 

 


 

Telefónica Móviles Argentina S.A. 

Notes to Consolidated Financial Statements 

as of December 31, 2024 and 2023, and for 

fiscal years ended December 31, 2024 and 2023

 

1. Purpose of these consolidated financial statements

 

The Company has prepared these Consolidated Financial Statements (the “Financial Statements”) for the sole purpose of Telecom Argentina S.A. to comply with Rule 3-05 of Regulation S-X. These Financial Statements were approved by resolution of the Board of Directors and authorized for issuance on December 10, 2025.

 

2. Background Information

 

Telefónica Móviles Argentina S.A. (the "Company" or "TMA") is a company governed by the laws of Argentina. Before the events discussed in Note 23a) TMA was controlled by TLH HoldCo S.L. ("TLH HoldCo"), a company governed by the laws of the Kingdom of Spain, whose sole shareholder is Telefónica, S.A. ("Telefónica" or "TSA"). The Company was registered with the Inspección General de Justicia ("IGJ") on December 1, 1994, and its expiration date is November 30, 2093. The Company is an integrated telecommunications provider, focused on mobile voice and data services, fixed voice services, broadband, television, and other digital services.

 

The Company's registered office in Argentina is located at Av. Corrientes 707, City of Buenos Aires, Argentina.

 

The Company does business under the commercial brands "Movistar" and "Tuenti."

 

TMA is subject to several laws and regulations in Argentina. Licenses must be obtained under specific circumstances for the provision of services. The most prominent regulatory aspects and the licenses held by TMA are detailed in Note 4 and Note 19.

 

The Company has evolved since its inception through a series of corporate transactions. The most significant transaction was the acquisition and subsequent merger of TMA with Compañía de Radiocomunicaciones Móviles, S.A. ("CRM") in 2005. Additionally, during the fiscal year 2017, TMA merged with Compañía Internacional de Telecomunicaciones S.A. ("Cointel"), Telefónica Holding de Argentina S.A. ("THA"), and Telefónica Móviles Argentina Holding S.A. ("TMAH") in a transaction among entities under common control. After this reorganization, and following several capital increases, TMA increased its interest in Telefónica de Argentina S.A. ("TASA"), holding, as of December 31, 2023, a 79.06% interest in TASA's capital until its merger.

 

In March 2023, the merger process between TMA and TASA began, with the merger having as effective date January 1, 2024.

 

As of the effective date of the merger, TMA continued with TASA's activities, with the corresponding operational, accounting and tax effects. As of that date, all assets and liabilities, including registered assets, rights, and obligations of TASA, as the absorbed company, were incorporated into TMA’s assets, as the absorbing and continuing company, along with the transfer of all human resources (see Note 22).

 

On January 23, 2024, the merger was filed for registration with the IGJ, and on March 4, 2024, the merger was finally registered. As a result of the merger, the absorbed company was dissolved without liquidation, and the shares representing its capital stock were canceled.

 

 


 

3. Basis of presentation and accounting policies used in the preparation of the Financial Statements

 

These Financial Statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

3.1 Basis of Presentation

 

a) Functional and presentation currency

 

The functional currency of TMA is the Argentine peso (“Peso” or “ARS”). Therefore, all balances and transactions denominated in currencies other than the Peso are considered foreign currency transactions.

 

The amounts presented in these Financial Statements are expressed in Pesos unless otherwise indicated.

 

b) The Financial Statements have been restated to reflect the effects of inflation

 

International Accounting Standard No. 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”) requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, whether they are based on a historical cost approach or a current cost approach, shall be stated in terms of the measuring unit current at the end of the reporting period. In general terms, this requires adjusting non-monetary items for inflation from the date of acquisition or revaluation, as applicable. These requirements also apply to comparative financial information.

 

To determine whether an economy qualifies as highly inflationary under IAS 29, the standard outlines a series of factors to consider, including a cumulative inflation rate over three years that approaches or exceeds 100%. Based on these criteria, Argentina has been classified as a high-inflation economy under IAS 29 since July 1, 2018.

 

Additionally, Law No. 27,468 (published in the Official Gazette on 12/04/2018) amended Section 10 of Law No. 23,928, as amended, establishing that the repeal of all legal or regulatory provisions allowing for price indexation, monetary correction, cost variation, or any other form of debt, tax, price or tariff adjustment to goods, works or services does not apply to financial statements, and that Section 62 in fine of General Companies Law No. 19,550 (amented text of 1984), as amended, will continue to be applicable to them. Furthermore, such law repealed Decree No. 1269/2002 of July 16, 2002, as amended, and delegated in the National Executive Branch (“PEN”), through its regulatory agencies, the power to determine the effective date of these provisions concerning financial statements. Accordingly, through its General Resolution No. 10/2018 (published in the Official Gazette on 12/28/2018), the IGJ established that entities under its supervision must apply the financial statement restatement method in constant currency, as outlined in IAS 29, to annual, interim, and special financial statements ending on or after December 31, 2018.

 

Under IAS 29, the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy shall be stated in terms of the measuring unit current as of the date of the financial statements. Statement of financial position amounts not already expressed in terms of the measuring unit current at the end of the reporting period must be restated by applying a general price index. All the items in the statement of comprehensive income must be expressed in terms of the measuring unit current as of the date of the financial statements. Therefore all amounts need to be restated by applying the change in the general price index from the date when the items of income and expense were initially recorded in the financial statements.

 

The inflation adjustment on opening balances was calculated by using the indexes established by the Federación Argentina de Consejos Profesionales en Ciencias Económicas (Argentine Federation of Professional Councils in Economic Sciences or “FACPCE”), based on the price indexes published by the Instituto Nacional de Estadísticas y Censos (The Argentine National Statistics and Censuses Institute or “INDEC”).

 

 


 

The indexes at the beginning, end, average, and annual inflation used for the years ended December 31, 2024 and 2023 were as follows:

 

    As of December
31, 2024
    As of December 
31, 2023
 
At the beginning of the year     3,533.19       1,134.59  
At the end of the year     7,694.01       3,533.19  
Average of the year     6,317.74       1,975.01  
Annual percentage inflation     117.76 %     211.41 %
Accumulated 3 years     1,220.96 %     815.61 %

 

The Financial Statements as of December 31, 2023 have been restated in constant pesos as of December 31, 2024.

 

The main procedures for the above mentioned inflation adjustment are as follows:

 

- Monetary assets and liabilities accounted for at the balance sheet closing currency are not restated, as they are already expressed in terms of the current monetary unit as of the financial statement date.
- Non-monetary assets and liabilities accounted for at cost at the balance sheet date, as well as equity items, are restated by applying the corresponding adjustment factor.
- All items in the income statement are restated by applying the corresponding adjustment factors.
- The effect of inflation on the Company's net monetary position is included in the income statement under Net financial results, in the item “RECPAM.”
- Comparative figures have been adjusted for inflation following the same procedure explained in the preceding items.

 

Upon the initial application of the inflation adjustment, equity accounts were restated as follows:

 

- Capital was restated from the later of the date of subscription or the date of the last accounting inflation adjustment. The resulting amount was recorded in the Inflation adjustment.
- Other comprehensive income was restated from each accounting entry date.
- Other retained earnings were not restated in the initial application.

 

3.2 Accounting Policies

 

a) Subsidiaries

 

Subsidiaries are all entities over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.

 

Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

 

Inter-company transactions, balances and unrealised gains on transactions between TMA and its subsidiaries are eliminated.

 

The subsidiaries’ financial statements cover the same periods and are prepared as of the same closing date and in accordance with the same accounting policies as those of the Company.

 

b) Intangible Assets

 

Intangible assets are recorded at their acquisition or production cost, less accumulated amortization and any accumulated impairment losses, if applicable. These assets are reviewed for recoverability if certain events or circumstances indicate that their carrying amount may not be fully recoverable.

 

 


 

Intangible assets, such as licenses and spectrum, may have (i) an indefinite useful life when, based on an analysis of all relevant factors, it is concluded that there is no foreseeable limit to the period during which the asset is expected to generate net cash flows for the consolidated entities, or (ii) a finite useful life in all other cases.

 

Intangible assets with indefinite useful lives are not amortized. However, at the end of each fiscal year, or whenever indications of impairment arise, TMA’s Management reviews the remaining useful life of these assets to determine whether it remains indefinite and, if not, takes appropriate measures to amortize the asset.

 

Note 19 to these Financial Statements presents the main licenses and spectrum held by TMA for 2024 and 2023.

 

Intangible assets with a finite useful life are amortized on a straight-line basis as follows:

 

- Licenses and spectra granted to TMA for the provision of telecommunications services by several public agencies, such as 4G and 5G licenses, are amortized on a straight-line basis over their validity period, starting from the moment regulatory conditions are met and commercial operation begins.

 

- Software is amortized on a straight-line basis over its useful life, which is generally estimated at three years.

 

Software under development is recognized solely and exclusively if the following elements are proved: (i) the technical feasibility of completing the intangible asset so that it is available for use; (ii) the intention to complete and use the intangible asset; (iii) the ability to use the intangible asset; (iv) the manner in which the intangible asset will generate future economic benefits; (v) the availability of adequate technical, financial and other resources to complete development and use the intangible asset; and (vi) the ability to reliably measure the expenditure attributable to the intangible asset during its development.

 

The initially recognized amount for internally generated intangible assets, consisting mainly of software, is the sum of expenses incurred from the date the intangible asset first meets the recognition criteria listed above. When no internally generated intangible asset can be recognized, development expenses are recorded in the income statement in the year in which they are incurred.

 

After initial recognition, internally generated intangible assets are carried at cost, less accumulated amortization and any accumulated impairment losses, in the same way as separately acquired intangible assets.

 

c) Property, Plant & Equipment

 

PP&E are measured at acquisition cost, less accumulated depreciation and any impairment losses.

 

The acquisition cost includes, among other things, direct labor costs incurred for installation and indirect costs necessary to complete the investment.

 

TMA depreciates its PP&E from the moment they are available for use, using the straight-line method over their estimated useful lives, which are determined based on technical studies that are periodically reviewed in accordance with technological advances and the dismantling rate, as detailed below:

 

    Estimated useful life (in
years)
 
Buildings and constructions     50  
Networks     7 - 10  
Technical facilities and machinery     3 - 15  
Furniture and utensils, tools and others     3 - 5  

 

d) Investment Properties

 

TMA records investment properties - those held to earn rental income, for capital appreciation, or both - at cost less accumulated depreciation. TMA’s investment properties primarily consist of land and buildings. These properties are not occupied by TMA for its own operations.

 

Investment properties are initially measured at cost. After initial recognition, they are carried at cost less accumulated depreciation.

 

 


 

The Company depreciates its investment properties on a straight-line basis, with an estimated useful life of 50 years, determined based on technical studies that are periodically reviewed.

 

e) Assets Classified as Held for Sale

 

The Company values its non-current assets at the lower of their carrying amount or their fair value less costs to sale. Assets are classified as held for sale if it is expected that their carrying amounts will be recovered primarily through sale, rather than through continued use.

 

f) Recoverability of the Value of Non-current Assets

 

At each reporting period, the presence of any indications of possible impairment of non-current assets is assessed, or if there are certain events or changes indicating that the carrying amount might not be fully recoverable. Additionally, given that impairments have been recognized on the Company's non-current assets during the years 2020 and 2022, the presence of indications that the recorded losses could be reversed is also evaluated. Upon the presence of such indications (both of additional impairment and recovery of previously recognized impairments) or, in the case of assets subject to an annual impairment test for having an indefinite useful life, the recoverable amount is estimated. The recoverable amount of an asset is the higher of its fair value (less selling costs) and its value in use. Such value in use is determined by discounting the estimated future cash flows, net of tax effects, using an after-tax discount rate reflecting the time value of money and considering the risks specific to the evaluated asset, provided the result obtained is the same as it would be when discounting future cash flows before tax effects using a pre-tax discount rate. For management purposes, the business is analyzed based on a customer-centric approach and therefore operates in a single operating segment, which is the provision of several telecommunications services to its customers, both in the mobile and fixed-line businesses. If the analysis determines that the recoverable amount of the assets is lower than their carrying amount, an additional impairment is recognized; if the recoverable amount is higher, a reversal of the previously recorded loss is recognized up to the new recoverable amount or up to the value the assets would have had if the impairment had never been recorded.

 

g) Leases

 

A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

At the lease commencement date (i.e., the date when the underlying asset is available for use), the lessee recognizes a liability for the present value of the lease payments due over the lease term, along with a right-of-use asset representing the right to use the underlying asset during the contract term. Right-of-use assets are measured at cost, less accumulated depreciation and impairment losses, and adjusted for any revaluation of lease liabilities. The cost of the right-of-use assets includes the amount of any initial direct costs incurred and any lease payments made before the commencement date, less any lease incentives received. The depreciation of right-of-use assets is calculated on a straight-line basis over the shorter of their estimated useful life or the lease term.

 

The Company does not separately recognize non-lease components from lease components for all asset categories where the relative importance of non-lease components is not significant compared to the total lease value.

 

Lease payments include fixed payments (including fixed payments in substance) less any lease incentives receivable, variable lease payments tied to an index or rate, and any amounts expected to be paid for residual value guarantees. To calculate the present value of lease payments, TMA uses the incremental borrowing rate at the lease commencement date. After the commencement date, the lease liability is increased to reflect the accrual of interest and reduced by payments made. Additionally, the lease liability value is adjusted in certain cases, such as changes in the lease term or changes in future lease payments due to a change in an index or rate used to determine such payments. The revaluation amount will generally be recognized against an adjustment to the right-of-use asset.

 

There are two exemptions to recognition: leases of "low-value" assets (an exemption TMA applies to office equipment) and short-term leases (an exemption TMA applies to all leases with a term of 12 months or less). For these cases, accrued amounts are recognized as an expense on a straight-line basis over the lease term.

 

 


 

The Company determines the lease term as the non-cancelable period of the contract, along with any period covered by an extension (or termination) option that is at TMA's discretion, if there is reasonable certainty that it will be exercised (or not exercised). In its evaluation, TMA considers all information available in the industry depending on the asset category and analyzes the relevant factors (technology, regulation, competition, business model) that provide an economic incentive to exercise or not exercise a renewal/termination option. In particular, TMA considers the planning horizon of its strategic business activities. After the commencement date, TMA re-assesses the lease term upon the occurrence of a significant event or a change in the circumstances under its control which could affect its ability to exercise (or not) a renewal or termination option (e.g., a change in the business strategy)

 

Leases in which TMA acts as lessor and retains a significant portion of the risks and rewards inherent to the ownership of the leased asset are classified as operating leases. Otherwise, the lease is considered a financial lease.

 

h) Financial Instruments

 

Financial assets and liabilities are recognized when the entity becomes a party to the contractual provisions of the financial instruments in question.

 

Initial Measurement

 

Financial assets and liabilities are initially measured at their fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and liabilities (other than financial assets and liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, as appropriate, assigned on the initial recognition date. Transaction costs directly attributable to the acquisition of financial assets or liabilities at fair value are recognized immediately in the income statement.

 

Financial Assets

 

Classification of financial assets

 

TMA classifies its financial assets into the following measurement categories:

 

- Those that will be subsequently measured at fair value (either through other comprehensive income (“OCI”), or through profit or loss), and
- Those that will be measured at amortized cost.

 

The classification depends on TMA's business model for managing financial assets and the contractual terms of the cash flows of each financial instrument.

 

For assets measured at fair value, and according to the accounting analysis conducted by the company, gains and losses will be recorded in the profit or loss statement or in OCI. For investments in equity instruments that are not held for trading, it will depend on whether TMA has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”).

 

The company reclassifies debt investments only when its business model for managing those assets changes.

 

Subsequent measurements

 

Debt instruments

 

Subsequent measurements of debt instruments depend on TMA’s business model for managing the asset and the characteristics of the asset’s cash flows. TMA uses three measurement categories to classify its debt instruments:

 

- Amortized Cost: Assets that are held to collect contractual cash flows where those cash flows represent only principal and interest payments are measured at amortized cost. Interest income from these financial assets is included in financial income using the effective interest method. Impairment losses are presented under “Other operating expenses – variation of allowances for doubtful accounts” in the income statement.
- FVOCI: Assets that are held to collect contractual cash flows and for the sale of the financial assets, where the cash flows from the assets represent only principal and interest payments, are measured at FVOCI. Changes in carrying value are recognized in OCI, except for the recognition of impairment losses, interest income, and gains or losses from foreign exchange differences, which are recognized in the income statement. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in the income statement. Interest income from these financial assets is included in finance income using the effective interest method. Foreign exchange gains and losses and impairment expenses are presented separately in the income statement.

- FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL (Fair Value Through Profit or Loss). Any gain or loss on an investment measured at FVPL is recognized in the income statement and presented under "financial income" or "financial expenses" in the period in which it arises.

 

 


 

Derecognition of financial liabilities

 

The company derecognizes a financial liability only upon the discharge, cancellation or expiration of the obligations. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable is recognized in the income statement.

 

Impairment

 

The company assesses expected credit losses associated to its debt instruments in advance. The impairment method applied depends on whether there has been a significant increase in credit risk.

 

For trade receivables, TMA applies the simplified approach included in IFRS 9, which requires recognizing expected losses over the lifetime of the asset from the initial recognition of trade receivables.

 

Derivatives and hedging financial instruments

 

The accounting treatment of any gain or loss resulting from changes in the fair value of a derivative depends on whether it meets the criteria for hedge accounting and, if applicable, the nature of the hedge.

 

Changes in the fair value of derivatives that have been designated and meet the requirements for hedge accounting as fair value hedges are recognized in the income statement, along with changes in the fair value of the hedged item that are attributable to the hedged risk.

 

Changes in the fair value of derivatives that qualify and have been designated as cash flow hedges, which are highly effective, are recognized in the statement of comprehensive income and accumulated under the "Hedge result" item. Gains or losses related to hedge ineffectiveness are recognized in the income statement when they occur. Changes in fair value previously recognized in equity are recognized in the income statement in the period the hedge is applied to the result.

 

When the hedged item gives rise to the recognition of a non-financial asset, both gains and losses are included in the initial cost of the asset.

 

i) Inventories

 

Inventories, which primarily consist of handsets, are valued at the lower of the weighted average cost or the net realizable value. Net realizable value represents the estimated selling price of the inventory less all estimated costs of completion and the necessary costs to carry out its sale.

 

Obsolete, defective or slow-moving inventories are written down to their estimated net realizable value. Any impairment loss on inventories is recognized in the income statement. The recoverable amount is calculated based on their age and turnover.

 

j) Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and in banks, demand deposits, and other short-term, highly liquid investments with maturities of less than three months, readily convertible to cash and exposed to a low risk of changes in value. These items are measured, depending on their nature, at historical cost, amortized cost or fair value, which does not differ significantly from the realizable value.

 

 


 

k) Employee Benefits

 

Termination plans are compensation resulting from agreements between the company and the employees who accept voluntary retirement. These compensations generally consist of an initial payment, and in some cases, may also include deferred compensation that is settled in monthly installments. These provisions are calculated individually based on the terms agreed with employees, considering the present value of committed payments at the closing date of each fiscal year.

 

l) Pensions and Other Commitments with Employees

 

The provisions required to recognize liabilities accrued under defined benefit plans are determined using the “projected unit credit” method. This calculation is based on demographic and financial assumptions and takes into account the macroeconomic environment. Actuarial assumptions are based on market interest rates, past experience, and management’s the best estimate of future economic conditions. Changes in these assumptions may affect future costs and future benefit obligations. Actuarial gains and losses are recognized in the statement of comprehensive income.

 

m) Revenues and Expenses

 

TMA’s revenues are derived from the provision of telecommunications services to customers, mainly from voice and data traffic charges, network usage fees, interconnection, network and equipment rentals, and other digital services, including value-added services, maintenance services and handset sales. Products and services can be sold separately or together in commercial packages.

 

Revenues from calls made on TMA’s networks (“traffic”) are subject to a variable calling fee, depending on the duration, distance, and type of service. For prepaid services, unused traffic generates a contractual liability recorded under “Trade and other payables in the statement of financial position. Prepaid cards and any contractual liability related to prepaid traffic are charged directly to the income statement when the prepaid service expires, at which point TMA no longer has the obligation to provide the service after the expiration date.

 

Revenues earned from the sale of traffic and services offered at a fixed rate for a specified period (“flat rate”) are recognized on a straight-line basis over the period covered by the service paid for by the customer.

 

All other services are recognized in the income statement as the service is provided.

 

Interconnection revenues from fixed-mobile and mobile-fixed calls, as well as other services used by customers, are recognized in the period in which the calls are made.

 

Revenues from handset and equipment sales are recognized when the sale is considered completed. Generally, the sale is considered completed when the handsets are delivered to the end customer. Discounts on handsets and equipment sales are recognized as a reduction in revenues.

 

For commercial packages combining several goods and services such as telephone, data, internet, and television services, revenues are allocated to each performance obligation based on the selling price of each individual component relative to the total price of the package, and is recognized when (or as) the obligation is satisfied, regardless of whether there are pending deliverables. To the extent that packages are marketed with discounts on equipment and penalties for terminating the service contract before a stated date, an increase in revenues from the sale of equipment is recorded, which will be generally recognized at the time of delivery to the customer, at the expense of recurring service revenues in later periods until the end of the period in which the termination penalty applies. The difference between the revenues from equipment and handset sales and the amount received from the customer at the start of the contract is recorded as a contractual asset in the statement of financial position. Also, certain contractual modifications are recorded retrospectively (as a continuation of the original contract), while others are recognized prospectively as a separate contract, accounting for the termination of the existing contract and the creation of a new one.

 

IFRS 15 establishes a global framework for determining when and how to recognize revenue from ordinary activities and its amount. The basic principle is that an entity should recognize revenue from ordinary activities in such a way that it reflects the transfer of goods or services committed to the customer in exchange for an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.

 

 


 

Costs associated with contracts with customers are recognized as an asset when these costs are incremental to obtaining a contract (sales commissions and other third-party expenses) and are expected to be recovered, with the subsequent allocation to the income statement to the same extent as the revenue related to that asset is recognized. The Company recognizes the costs of obtaining contracts as expenses when incurred if their expected amortization period is one year or less. A similar treatment applies to costs of contract performance, such as labor and materials associated with that contract.

 

In the Company, connection fees are recognized in the income statement on a straight-line basis over the customer’s average life span.

 

There are certain contracts for Irrevocable Rights-of-use, in which TMA transfers the use of certain network capacity to a third party for a specified period. These transactions require the separate recognition of revenue from the financial component embedded in the agreements with customers when it is significant.

 

n) Income Tax

 

The income tax charge represents the sum of current income tax and deferred income tax.

 

Current Tax

 

The current tax is based on the taxable result for the period. The taxable result differs from the result before tax presented in the income statement due to items of income or expenses that are taxable or deductible in other years and items that are never taxable or deductible. TMA's current tax is calculated using the applicable tax rates published or about to be published by the end of the year.

 

Deferred Income Tax

 

Deferred income tax is recognized on temporary differences between the net carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases used to calculate the taxable result. Generally, deferred income tax liabilities are recognized for all taxable temporary differences. Additionally, deferred income tax assets are recognized for all deductible temporary differences when it is probable that there will be tax benefit against which these deductible temporary differences can be set off. These deferred income tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that does not affect the tax result or the accounting result. In addition, temporary differences are not recognized with respect to the initial recognition of goodwill.

 

Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and joint ventures, except when TMA can control the reversal of the temporary difference and it is not likely to reverse in the foreseeable future. Deferred income tax assets arising from deductible temporary differences related to these investments and interests are only recognized when it is probable that sufficient taxable profits will be available against which these temporary differences can be offset, and it is probable that they will be reversed in the foreseeable future.

 

Deferred income tax assets and liabilities are measured using the tax rates that are expected to apply in the period when the liability is settled or the asset is realized, based on the tax rates set forth in the tax laws that have been enacted or are about to be enacted at the end of the year.

 

The valuation of deferred income tax liabilities and assets reflects the tax consequences that would arise from the manner in which TMA expects, at the end of the period, to recover or settle the net carrying amount of its assets and liabilities.

 

Current and deferred income tax of the year

 

The current and deferred income tax are recognized in the income statement, except to the extent that they relate to items directly recognized in Other comprehensive income or directly in equity. In this case, the current and deferred income tax are also recognized in Other Comprehensive income or directly in equity, respectively.

 

 


 

o) Non-Current and Current Assets and Liabilities

 

The presentation in the Financial Statements distinguishes between current and non-current assets and liabilities. Assets and liabilities are considered current if they are expected to be settled within one year or within TMA's normal commercial cycle, or if they are held for sale. Non-current assets and liabilities include all other types of assets and liabilities.

 

p) Significant Lawsuits and Use of Estimates

 

The follows an analysis of the key assumptions made by TMA in preparing its projections regarding its future performance and other relevant sources of uncertainty as of the closing date, which could have a significant effect on the Financial Statements for next year.

 

Property, Plant, Equipment, Intangibles and Rights-of-use assets (Notes 4, 5, 6, and 7)

 

The accounting treatment of PP&E, intangibles and rights-of-use assets involves making estimates to determine the useful life for depreciation or amortization purposes, as well as to determine the fair value at the acquisition date, in the particular case of assets acquired in business combinations.

 

Useful life determination requires estimates regarding expected technological developments and the alternative uses of assets. Assumptions regarding the technological framework and its future development involve a significant degree of judgment, as the timing and nature of future technological changes are difficult to predict.

 

The decision to recognize an impairment loss involves making estimates, including, without limitation, analyzing the causes of the potential impairment, as well as the timing and expected amount thereof. Additionally, factors such as technological obsolescence, the suspension of certain services, and other changes in circumstances that indicate the need to assess a possible impairment are taken into consideration.

 

TMA periodically evaluates the performance of its cash-generating unit to identify potential impairment of its fixed assets. Determining the recoverable amount of the cash-generating unit also involves the use of assumptions and estimates and requires a significant degree of judgment.

 

Deferred Income Tax (Note 17)

 

TMA assesses the recoverability of deferred income tax assets based on estimated future results of each of its taxable entities, considering all possible alternatives to achieve a result and selecting the most tax-efficient option within the regulatory framework. This recoverability ultimately depends on TMA’s ability to generate taxable income over the period in which the deferred income tax assets are deductible. The analysis takes into account the estimated timing of deferred income tax liability reversals as well as estimates of taxable income, based on internal projections that are continuously updated to reflect the most recent trends.

 

The recognition of tax-related items depends on several factors, including the estimated timing and realization of deferred income tax assets, the tax rate applicable on each date, and the expected timing of tax payments. The actual cash flows for income tax payments and collections of TMA’s subsidiaries may differ from TMA’s estimates due to changes in tax legislation or unforeseen future transactions that may affect tax balances.

 

Provisions (Note 15)

 

Provisions are recorded when, as a result of a past event, the company has a present obligation that is likely to require an outflow of resources and can be reliably estimated. Such obligations may be legal or constructive, arising from factors including regulations, contracts, customary business practices or public commitments that have created a valid expectation among third parties regarding the assumption of certain responsibilities. The provision amount recorded represents the Company’s best estimate of the disbursement required to settle the obligation, considering all available information as of the reporting date, including the opinion of independent experts such as legal advisors or consultants.

 

Due to the inherent uncertainties of the estimates required to determine the amount of provisions, actual disbursements may differ from the originally recognized amounts based on these estimates.

 

 


 

In general, TMA uses third-party spaces for the installation of certain equipment. Since TMA is required to dismantle the assets placed on leased sites, a dismantling liability is recorded based on the discounted value of dismantling costs. Upon initial recognition of this liability, TMA records this cost as a right-of-use, which is depreciated over the shorter of the estimated life of the asset at the leased site or the lease term.

 

Revenue recognition (Note 18)

 

The offers of commercial packages that combine different goods and services are analyzed to determine whether the different elements identified should be separated, applying the appropriate revenue recognition criterion in each case. The total revenue from the package is allocated among the identified elements based on their respective fair values.

 

Determining the fair values of each identified element requires complex estimates due to the nature of the business.

 

q) New accounting policies adopted by TMA

 

The following standards and amendments to existing standards issued by the IASB apply to fiscal years beginning on or after January 1, 2024:

 

Standads, Interpretations and
Amendments to Standards
      Mandatory application: fiscal years
beginning on or after
Amendments to IAS 1   Presentation of financial statements – Non-current Liabilities with Covenants   January 1, 2024
Amendments to IFRS 16   Further details on the accounting and recognition rules for results relating to sale and leaseback transactions   January 1, 2024
Amendments to IAS NIC 7 and IFRS 7   Supplier finance arrangements   January 1, 2024

 

The adoption of these amendments did not have a significant impact on TMA.

 

r) New IFRS and amendments to IFRS not effective as of December 31, 2024.

 

As of the date of these financial statements, the following standards, amendments to standards and interpretations have been issued by the IASB but are not yet mandatory and have not been early adopted.

 

Standards, Interpretations and
Amendments to Standards
      Mandatory application: fiscal years
beginning on or after
Amendments to IFRS 18   Presentation and Disclosure in Financial Statements   January 1, 2027
Amendments to IFRS 7 and IFRS 9   Amendments to the Classfication and Measurement of Financial Instruments   January 1, 2026
Amendments to IFRS 19   Subsidiaries Without Public Accountability – Disclosure Requirement   January 1, 2027
Amendments to IAS 21   Set forth the guidelines for cases of Lack of Exchangeability   January 1, 2025

 

No other IFRS, interpretations or amendments that are not yet effective have been issued and are expected to have a significant impact on the Company.

 

The Company is currently assessing the impact these standards, amendments or interpretations will have in the future reporting periods.

 

3.3 Comparative Financial Statements

 

In accordance with IAS 1 and in view of TASA’s and TMA’s corporate reorganization described in Notes 2 and 22, the Company's Financial Statements as of December 31, 2024, and for the year ended December 31, 2024, have been presented with the following comparative information:

 

a) Statements of financial position: Information on the equity balances from TMA's consolidated financial statements as of December 31, 2023.

 

 


 

b) Statements of Income and cash flows: Information from TMA's consolidated financial statements as of December 31, 2023

 

Certain figures from the financial statements for the year ended December 31, 2023, have been reclassified for comparative purposes with those for the current year.

 

As a result of the aforementioned corporate reorganization, as of December 31, 2024, there are no balances or transactions attributable to non-controlling interest.

 

4. Intangibles

 

The composition and movements of net intangible assets for the years 2024 and 2023 have been as follows:

 

Fiscal Year 2024

 

    Balance as of
12/31/2023
    Additions    

Amortization
(Note 18)

    Transfers and
other
    Impairment losses
(Note 5)
    Balance as of
12/31/2024
 
Concessions, licenses and spectrum     744,096,386,654       -       (31,937,126,783 )     -       (445,375,480,945 )     266,783,778,926  
Software     54,031,837,733       -       (35,717,705,562 )     17,630,048,421       (22,479,040,573 )     13,465,140,019  
Software under development     9,039,960,653       12,280,435,394       -       (17,630,048,421 )     -       3,690,347,626  
Total intangibles     807,168,185,040       12,280,435,394       (67,654,832,345 )     -       (467,854,521,518 )     283,939,266,571  

 

Fiscal Year 2023

 

    Balance as of
12/31/2022
    Additions     Amortization
(Note 18)
    Transfers and
other
    Impairment losses
(Note 5)
    Balance as of
12/31/2023
 
Concessions, licenses and spectrum     559,350,737,187       211,283,132,357       (26,537,482,890 )     -                -       744,096,386,654  
Software     54,417,834,106       -       (35,087,597,757 )     34,701,601,384       -       54,031,837,733  
Software under development     22,281,294,178       21,460,267,859       -       (34,701,601,384 )     -       9,039,960,653  
Total intangibles     636,049,865,471       232,743,400,216       (61,625,080,647 )     -       -       807,168,185,040  

 

The original value, accumulated amortization and accumulated impairment losses (if any) of intangible assets as of December 31, 2024 and 2023 are detailed below:

 

Balance as of 12/31/2024

 

    Useful life
(in years)
    Original value     Accumulated
amortization
    Impairment losses
(Note 5)
    Intangible assets  
Concessions, licenses and spectrum             1,284,789,866,068       (362,209,137,520 )     (655,796,949,622 )     266,783,778,926  
Of which: with finite useful life     15-20       796,006,311,770       (362,209,137,520 )     (308,553,089,407 )     125,244,084,843  
Of which: with indefinite useful life             488,783,554,298       -       (347,243,860,215 )     141,539,694,083  
Software     3       783,379,475,923       (729,656,245,120 )     (40,258,090,784 )     13,465,140,019  
Other intangible assets     3       2,753,678,463       (2,753,678,463 )     -       -  
Intangible assets under development             3,690,347,626       -       -       3,690,347,626  
Total intangible assets             2,074,613,368,080       (1,094,619,061,103 )     (696,055,040,406 )     283,939,266,571  

 

Balance as of 12/31/2023

 

    Useful life
(in years)
    Original value     Accumulated
amortization
    Impairment losses
(Note 5)
    Intangible assets  
Concessions, licenses and spectrum             1,284,789,866,068       (330,272,010,737 )     (210,421,468,677 )     744,096,386,654  
Of which: with finite useful life     15-20       796,006,311,770       (330,272,010,737 )     (99,467,496,771 )     366,266,804,262  
Of which: with indefinite useful life             488,783,554,298       -       (110,953,971,906 )     377,829,582,392  
Software     3       765,749,427,502       (693,938,539,558 )     (17,779,050,211 )     54,031,837,733  
Other intangible assets     3       2,753,678,463       (2,753,678,463 )     -       -  
Intangible assets under development             9,039,960,653       -       -       9,039,960,653  
Total intangible assets             2,062,332,932,686       (1,026,964,228,758 )     (228,200,518,888 )     807,168,185,040  

 

 


 

On October 24, 2023, the Auction for the provision of Reliable and Intelligent Telecommunications Services (STeFI) was held, in which the ENACOM, through Resolution 1473/2023, registered the STeFI Service in the name of TMA, awarding Lot 3B, Bands 3550-3600 MHz, for an amount of 175 million U.S. dollars. On November 1, 2023, the payment was made in pesos at the official exchange rate. The use of the spectrum is for 20 years, starting on October 24, 2023. The amount included in additions to intangible assets for fiscal year 2023 was 211,283 million pesos.

 

Note 19 presents a detail of TMA's licenses and spectrum with definite and indefinite useful lives, as well as their expiration year, if applicable.

 

5. Recoverability of Assets

 

TMA assesses the recoverability of the carrying amount of its net assets based on fair value less costs of disposal and using the discounted cash flow method.

 

The process to determine the discounted cash flow method to determine the recoverable amount of assets, mentioned in note 3.2 f), is based on a series of assumptions, judgments, and estimates regarding cash flows, such as the revenue growth rate, future investment and working capital estimates, as well as discount rates. The assumptions for the cash flow projections are based on estimates made by the Company's management, market surveys, and macroeconomic projections. The discount rate applied to the cash flow projections is the Weighted Average Cost of Capital (“WACC”). The resulting valuation is classified at Level 3 of the fair value hierarchy in IFRS 13.

 

According to economic analysis techniques, the recoverable value assessment is made for a five-year period, and subsequently, the assumptions are taken to perpetuity based on the Company’s ability to continue operations for an indefinite period. The Company's Management believes that using a five-year period for making its estimates is appropriate.

 

The Company’s Management documents and approves the key assumptions of the projections it makes, on the basis of TMA’s historical performance and macroeconomic data taken from market financial projections.

 

The recoverability analysis of TMA's net assets is carried out at least annually based on the projections of the Financial Statements prepared by the Company as of December 31, 2024, and 2023, and on the growth projections and operating results for the years ending on those dates.

 

The assets as of December 31, 2023, and 2024 reflect the effect of the impairment recorded during years 2020 and 2022, resulting from the evaluation of the recoverability analysis of net assets made by the Company in those years.

 

During fiscal years 2023 and 2024, high inflation levels led to a significant increase in asset values, with an appreciation of the Argentine peso in real terms during 2024 of around 80%. In this regard, although the Company has met the business plans outlined as of December 31, 2023, and the revision of these plans at the end of 2024 is in the same direction, as of December 31, 2024, the Company's Management has concluded that the value of net assets exceeds the recoverable value thereof (both in terms of value in use and fair value, which are similar). As a result, the Company has recognized an impairment loss in Intangible Assets for 467,855 million pesos (Note 4) and in PP&E for 899,909 million pesos (Note 6), with a balancing entry in impairment loss (Note 18). Additionally, as a consequence of this impairment, the deferred income tax liability associated with the inflation adjustment of those assets has been partially reversed in the amount of 478,717 million pesos.

 

Main assumptions used in the calculations of the recoverable value:

 

· Revenue Growth: It is based on the observation of the historical performance of each revenue item, as well as on market analysis trends. Projected revenues differentiate between product and service lines, identifying a growth trend in postpaid and prepaid mobile services, broadband services, pay TV, and IT services, compared to voice services (fixed).

 

· Operating Margin Growth: It takes into account the historical margin with an estimated price correction, as well as those ongoing projects aimed at achieving greater cost efficiency.

 

 


 

· Investment Volume: Ongoing projects are expected to lead to greater investment efficiency associated with the need to increase network capacity and coverage across the country, which is in line with the revenue growth outlined in the long-term plan. The investment volume can also be affected by inflation and currency fluctuations.

 

· Discount Rate: It represents the risk evaluation in the current market. The discount rate calculation is based on the Company’s specific circumstances and is derived from the WACC. The WACC considers both debt and equity. The cost of equity arises from the expected return on investment by the Company’s investors. The cost of debt is based on loans that accrue interest that the Company is under the obligation to pay. Specific risk segments are incorporated by applying individual beta factors.

 

· Terminal Growth Rate: Cash flow projections as from the sixth year are calculated by using an expected constant growth rate (g), considering management’s estimates and the long-term estimated nominal and real growth of Argentina’s GDP.

 

The main assumptions used in the calculation of asset recoverability in 2024 are as follows:

 

    2024
Terminal growth rate   3%
Investments / revenues ratio   10.9%
Operating margin   20 – 21.8%
Revenue growth rate   40.6 – 3%
Discount rate   58.9 – 17%

 

6. Property, Plant & Equipment

 

The composition and movements of the items comprising property, plant & equipment in years 2024 and 2023 are as follows:

 

Fiscal Year 2024

 

    Balance as of
12/31/2023
    Additions     Depreciation
(Note 18)
    Net disposals     Transfers and
others
    Impairment
losses (Note 5)
    Balance as of
12/31/2024
 
Land and constructions     317,537,666,492       -       (18,039,413,897 )     (4,258,240,948 )     4,736,086,647       (187,601,293,667 )     112,374,804,627  
Technical facilities and machinery     1,136,875,042,224       -       (222,310,602,970 )     (330,069,288 )     188,001,089,456       (689,324,249,839 )     412,911,209,583  
Furniture and utensils, tools and others     36,201,507,942       3,220,015,023       (38,770,592,520 )     (78,403,323 )     36,178,360,734       (22,983,545,027 )     13,767,342,829  
PP&E in progress     186,389,462,046       216,165,120,832       -       -       (205,071,788,396 )     -       197,482,794,482  
Total PP&E     1,677,003,678,704       219,385,135,855       (279,120,609,387 )     (4,666,713,559 )     23,843,748,441       (899,909,088,533 )     736,536,151,521  

 

Year 2023

 

    Balance as of
12/31/2022
    Additions    

Depreciation
(Note 18)

    Net disposals     Transfers and
others
    Impairment
losses (Note 5)
    Balance as of
12/31/2023
 
Land and constructions     337,348,468,141       -       (19,190,901,398 )     (6,837,334,292 )     6,217,434,041       -       317,537,666,492  
Technical facilities and machinery     1,253,081,621,337       -       (292,997,024,079 )     (186,394,770 )     176,976,839,736       -       1,136,875,042,224  
Furniture and utensils, tools and others     37,715,492,178       4,376,237,679       (38,332,066,281 )     (2,093,479 )     32,443,937,845       -       36,201,507,942  
PP&E in progress     210,006,403,550       192,021,270,118       -       -       (215,638,211,622 )     -       186,389,462,046  
Total PP&E     1,838,151,985,206       196,397,507,797       (350,519,991,758 )     (7,025,822,541 )     -       -       1,677,003,678,704  

 

In fiscal year 2024, the residual value of transfers corresponds to the net amount of asset reclassifications due to dismantling arising from "Rights-of-use assets", totaling 23,844 million pesos.

 

 


 

The original value, accumulated depreciation and accumulated impairment losses (if any) of PP&E, plant as of December 31, 2024 and 2023 are detailed below:

 

Balance as of 12/31/2024

 

    Original value     Accumulated
depreciation
    Impairment losses
(Note 5)
    PP&E  
Land and constructions     2,185,469,596,293       (1,795,695,543,564 )     (277,399,248,102 )     112,374,804,627  
Technical facilities and machinery     14,893,144,592,428       (13,287,096,841,904 )     (1,193,136,540,941 )     412,911,209,583  
Furniture and utensils, tools and others     814,567,423,975       (761,694,227,296 )     (39,105,853,850 )     13,767,342,829  
PP&E in progress     197,482,794,482       -       -       197,482,794,482  
Total PP&E     18,090,664,407,178       (15,844,486,612,764 )     (1,509,641,642,893 )     736,536,151,521  

 

Balance as of 12/31/2023

 

    Original value     Accumulated
depreciation
    Impairment losses
(Note 5)
    PP&E  
Land and constructions     2,180,908,298,228       (1,773,572,677,301 )     (89,797,954,435 )     317,537,666,492  
Technical facilities and machinery     15,877,525,516,852       (14,236,838,183,526 )     (503,812,291,102 )     1,136,875,042,224  
Furniture and utensils, tools and others     759,832,617,652       (707,508,800,887 )     (16,122,308,823 )     36,201,507,942  
PP&E in progress     186,389,462,046       -       -       186,389,462,046  
Total PP&E     19,004,655,894,778       (16,717,919,661,714 )     (609,732,554,360 )     1,677,003,678,704  

 

Additions to PP&E in progress include the acquisition of network assets, mainly for network deployment, transport, and “Fiber To The Home” (“FTTH”). Investments made for the acquisition of assets relating to the maintenance and prevention plan, Asymmetric Digital Subscriber Line (“ADSL”), copper and other lines aim to strengthen service delivery to customers and expand the deployment of the 4G network and support services for corporate customers based on infrastructure investments.

 

TMA has acquired insurance policies to reasonably cover the potential risks to which its PP&E used in operations are exposed, with appropriate limits and coverage.

 

On October 27, 1994, ENTel, in liquidation, issued Resolution No. 96/94, in which it committed to carry out all necessary actions to complete the transfer of title to registrable assets for as long as required, and to notify the Company, with at least sixty days’ notice, the deadline set in connection with the commitment undertaken. Furthermore, this resolution acknowledged that the licensees would retain the right to claim the compensation provided for in the Transfer Agreement for any properties that had not been officially transferred by the expiration of the specified term. As of the closing date of these Financial Statements, these assets have a residual value of 233,320,819,087, with approximately 169,751,882,601 of them registered under the Company's name (both balances have been restated as described in Note 3.b.). In the opinion of the Company's Management, the registration of most of the relevant assets transferred by ENTel will be successfully completed and therefore the final resolution of this matter will not have a significant impact on the Company's operating results and/or financial position.

 

7. Rights-of-use assets

 

The composition and movements of the items included in rights-of-use assets for fiscal years 2024 and 2023 were as follows:

 

Fiscal Year 2024

 

    Balance as of
12/31/2023
    Additions     Depreciation
(Note 18)
    Net disposals     Transfers and
other
    Balance as of
12/31/2024
 
Land and constructions     112,784,466,472       61,189,633,372       (74,586,802,969 )     -       (23,843,748,441 )     75,543,548,434  
Technical facilities and machinery     12,055,040,458       4,327,192,248       (3,592,231,019 )             -       -       12,790,001,687  
Total rights-of-use assets     124,839,506,930       65,516,825,620       (78,179,033,988 )     -       (23,843,748,441 )     88,333,550,121  

 

Fiscal Year 2023

 

    Balance as of
12/31/2022
    Additions     Depreciation
(Note 18)
    Net disposals     Transfers and
other
    Balance as of
12/31/2023
 
Land and constructions     125,222,443,473       61,943,716,899       (74,353,851,098 )     (27,842,802 )     -       112,784,466,472  
Technical facilities and machinery     14,491,073,283       813,796,615       (3,249,829,440 )     -                 -       12,055,040,458  
Total rights-of-use assets     139,713,516,756       62,757,513,514       (77,603,680,538 )     (27,842,802 )     -       124,839,506,930  

 

 


 

In fiscal year 2024, the residual value of transfers corresponds to asset reclassifications due to the dismantling of PP&E, totaling 23,844 million pesos.

 

The original value and accumulated depreciation of rights-of-use assets as of December 31, 2024 and as of December 31, 2023, are detailed below:

 

Balance as of 12/31/2024

 

    Original value     Accumulated
depreciation
    Rights-of-use assets  
Land and constructions     479,337,269,340       (403,793,720,906 )     75,543,548,434  
Technical facilities and machinery     29,625,076,110       (16,835,074,423 )     12,790,001,687  
Total rights-of-use assets     508,962,345,450       (420,628,795,329 )     88,333,550,121  

 

Balance as of 12/31/2023

 

    Original value     Accumulated
depreciation
    Rights-of-use assets  
Land and constructions     470,564,013,592       (357,779,547,120 )     112,784,466,472  
Technical facilities and machinery     25,297,883,862       (13,242,843,404 )     12,055,040,458  
Total rights-of-use assets     495,861,897,454       (371,022,390,524 )     124,839,506,930  

 

In 2024 and 2023, expenses relating to short-term leases or low-value leases, with variable rent payments not included in the liability estimate, are included in operating income, with 19,025 million pesos and 21,250 million pesos corresponding to supplies, and 36,478 million pesos and 28,720 million pesos corresponding to leases under the caption Other expenses, respectively.

 

8. Investment Properties and Assets Classified as Held for Sale

 

a)            Investment Properties

 

The composition and movements of the items included in Investment properties for fiscal years 2024 and 2023 were as follows:

 

Fiscal Year 2024

 

    Balance as of
12/31/2023
   

Depreciation

(Note 18)

    Balance as of
12/31/2024
 
Land and constructions     53,509,494,960       (2,703,695,157 )     50,805,799,803  
Total investment properties     53,509,494,960       (2,703,695,157 )     50,805,799,803  

 

Fiscal Year 2023

 

    Balance as of
12/31/2022
   

Depreciation

(Note 18)

    Balance as of
12/31/2023
 
Land and constructions     55,928,855,875       (2,419,360,915 )     53,509,494,960  
Total investment properties     55,928,855,875       (2,419,360,915 )     53,509,494,960  

 

The original value and accumulated depreciation of Investment properties as of December 31, 2024 are detailed below:

 

Balance as of 12/31/2024

 

    Original value     Accumulated
depreciation
    Investment
properties
 
Land and constructions     111,204,386,691       (60,398,586,888 )     50,805,799,803  
Total investment properties     111,204,386,691       (60,398,586,888 )     50,805,799,803  

 

 


 

Balance as of 12/31/2023

 

    Original value     Accumulated
depreciation
    Investment
properties
 
Land and constructions     111,204,386,691       (57,694,891,731 )     53,509,494,960  
Total investment properties     111,204,386,691       (57,694,891,731 )     53,509,494,960  

 

During fiscal years 2024 and 2023, revenues from investment properties amount to 1,088 million pesos and 1,535 million pesos, respectively.

 

b)            Assets Classified as Held for Sale

 

As of December 31, 2024, the balance of Assets classified as held for sale primarily consists of recoverable base station equipment totaling 2,260 million pesos, for which the Company’s management expects the sale to occur within the next twelve months.

 

9. Inventories

 

The following is a breakdown of Inventories, as stated in the statement of financial position as of December 31, 2024 and 2023:

 

    12/31/2024     12/31/2023  
Handsets     27,639,349,027       24,561,646,911  
Accessories and prepaid cards     5,484,160,500       5,372,490,603  
Other inventories     26,720,939,620       11,525,713,796  
Sale projects     2,326,980,107       3,639,950,949  
Less - Provision for inventory write-down     (2,947,710,301 )     (2,676,899,823 )
Total     59,223,718,953       42,422,902,436  

 

Movements of handsets, accessories and prepaid cards in 2024 and 2023 are as follows:

 

    12/31/2024     12/31/2023  
Opening inventory     41,459,851,310       52,910,345,002  
Purchases     183,537,397,602       236,318,800,344  
Closing inventory     62,171,429,254       41,459,851,310  
Cost of goods sold (Note 20 c)     162,825,819,658       247,769,294,036  

 

Movements in the provision for inventory write-down in 2024 and 2023 are as follows:

 

Balance as of December 31, 2022     (4,065,677,658 )
Reversals     1,388,777,835  
Balance as of December 31, 2023     (2,676,899,823 )
Reversals     (270,810,478 )
Balance as of December 31, 2024     (2,947,710,301 )

 

The amount of TMA's inventory purchase commitments was not significant for fiscal years 2024 and 2023.

 

TMA has insurance policies to cover the costs and expenses that may arise from potential future losses relating to inventories.

 

Changes in the provisions for inventory write-down are recognized under the caption Supplies in the income statement.

 

10. Related Parties

 

The related parties of the Company include, apart from its subsidiaries, associates, jointly controlled entities and those of TSA, the key management personnel of TMA and all individuals related to them by a family relationship up to the second degree of consanguinity and/or first degree by marriage, as well as entities over which key management personnel can exercise significant influence or control.

 

Below there is a detail of the balances and transactions between TMA and other related parties.

 

 


 

Transactions with the Controlling Company and Related Parties

 

Cash Pooling Agreements

 

During fiscal year 2023, TASA, a company now merged with TMA, entered into several agreements with Telfisa Global, B.V. ("Telfisa"), a financial company whose sole shareholder is TSA, through which it placed its cash surplus. In exchange for depositing its cash surplus in Telfisa, TMA received an annual interest rate equivalent to the 30-day SOFR plus four basis points. These agreements were periodically renewed until January 2024.

 

Loan Agreement

 

In January 2024, the Company received and accepted a proposal from TSA, requesting a USD 117 million loan from TMA, to be repaid within a maximum term of 5 years, which will accrue interest calculated semiannually at a 6-month CME Term SOFR plus a spread of 200 basis points, payable at maturity. As of December 31, 2024, a receivable of 128,712 million pesos from TSA was recorded on account of this.

 

Trademark License Agreement

 

TMA has agreements with TSA governing the use of several of TSA’s brands (including, without limitation, "Movistar") within Argentina. These contracts are periodically renewed and were in effect as of the date of issuance of these Financial Statements.

 

According to the Trademark License Agreement, given the individual operating cash flow was positive for the corresponding previous year (defined as operating income before depreciation and amortization, minus additions to PP&E and intangibles), the Company paid a fee equivalent to 1.6% of the Company's revenues, excluding those arising from transactions with companies of the Telefónica Group, the sale of fixed assets and financial investments and the income from indemnities and litigation. In this regard, the total expense for fiscal years ended December 31, 2024 and 2023 amounted to 39,692 million pesos and 28,133 million pesos, respectively.

 

Management Fee Agreement

 

The Company receives management assistance services from TLH HoldCo to carry out corporate services, including back office support and other technical services, for which it pays a fee calculated based on the costs incurred by TLH HoldCo in providing such services, plus a profit margin.

 

The cost accrued for fiscal years 2024 and 2023 was of approximately 12,715 million pesos and 9,185 million pesos, respectively.

 

Digital Services Agreements

 

On April 13, 2018, TMA entered into agreements with Telefónica Digital España, S.L.U. ("TDE"), under which TMA provides digital services to both companies, which will be used exclusively outside Argentina ("TMA Digital Services Agreement"). It should be noted that, as a result of the merger of TDE and Telefónica Investigación y Desarrollo, the entity responsible for providing these services is now Telefónica Innovación Digital.

 

The consideration for these services includes the costs incurred in providing the service plus a margin. The contract has an initial duration of five years, starting on January 1, 2018, and will be renewed for annual periods unless otherwise indicated by any of the parties with at least 60 days’ notice.

 

Other Commercial Agreements

 

In addition to the above mentioned agreements, TMA has other agreements with other companies within the Telefónica Group as part of its normal operations, including agreements for the purchase of international data transfer capacity with Telxius Cable Argentina S.A., for the purchase and sale of international interconnection with Telefónica Global Solution, S.L., for the maintenance of systems and support services with Telefónica Global Technology S.A.U., and for technical assistance and consultancy in areas such as Business To Business (“B2B”), Business to Client (“B2C”), wholesale, human resources, digital projects, technology and technological planning, among others, with Telefónica Chile Servicios Corporativos Limitada.

 

 


 

 

Below there is a summary of the most significant balances and transactions between TMA and its related parties for years indicated. It should be noted that Telefónica, S.A. is the controlling company of TMA, and the other companies listed below are considered other related parties.

 

2024

 

    Financial
expenses and
exchange rate
losses
    Operating
expenses
    Total expenses     Financial
income and
exchange rate
gains
    Provision of
services and
other income
    Total income  
Telefónica IoT & Big Data Tech S.A.     (662,175,465 )     (4,824,292,621 )     (5,486,468,086 )     -       -       -  
Telefónica Innovación Digital, S.L. Unipersonal     -       (7,935,758,774 )     (7,935,758,774 )     629,676,911       281,347,040       911,023,951  
Telefónica Móviles España S.A.U.     (232,593,093 )     (941,011,742 )     (1,173,604,835 )     -       30,423,499       30,423,499  
Telefónica Chile S.A.     -       (823,368,288 )     (823,368,288 )     2,992,547,749       2,939,892,199       5,932,439,948  
Telefónica Global Technology S.A.U.     (1,063,523,496 )     (11,265,717,007 )     (12,329,240,503 )     -       739,758,210       739,758,210  
Telefónica, S.A.     -       (39,635,257,584 )     (39,635,257,584 )     33,161,588,391       -       33,161,588,391  
Telxius Cable Argentina S.A.     (7,054,311,437 )     (21,966,935,461 )     (29,021,246,898 )     -       5,961,664,218       5,961,664,218  
Telefónica Hispanoamérica     -       -       -       2,004,173,303       2,238,879,821       4,243,053,124  
Telefónica Móviles del Uruguay S.A.     (1,476,442,374 )     (1,141,918,447 )     (2,618,360,821 )     33,823,152       2,770,192,545       2,804,015,697  
Telefónica Global Solution, S.L.     -       (6,418,551,345 )     (6,418,551,345 )     1,171,936,828       6,025,387,878       7,197,324,706  
Telefónica Global Solution S.A.     (4,339,257,115 )     (14,516,420,683 )     (18,855,677,798 )     -       2,013,222,907       2,013,222,907  
Telefónica Cybersecurity & Cloud Tech S.L.     -       (3,790,962,066 )     (3,790,962,066 )     -       138,286,764       138,286,764  
TLH Holdco S.L.     (1,442,631,676 )     (12,738,369,054 )     (14,181,000,730 )     -       -       -  
Others     (857,012,074 )     (3,379,946,830 )     (4,236,958,904 )     3,078,175,936       2,314,375,814       5,392,551,750  
TOTAL     (17,127,946,730 )     (129,378,509,902 )     (146,506,456,632 )     43,071,922,270       25,453,430,895       68,525,353,165  

 

Balance as of 12/31/2024

 

    Trade receivables
(Note 11 a)
    Other assets
(Note 11 b)
    Financial Assets
(Note 13)
    Trade payables
and other
liabilities
(Note 14)
 
Telefónica Latinoamérica Holding S.L.     1,882,303,634       -       -          
Telefónica Innovación Digital, S.L. Unipersonal     4,067,992,337       -       -       6,599,660,989  
Telefónica Chile S.A.     10,238,030,904       3,517,815,811       -          
Telefónica Global Technology S.A.U.     -       19,337,761       -       6,370,740,760  
Telefónica, S.A.     1,603,495,990       -       128,711,976,994       43,447,241,340  
Telxius Cable Argentina S.A.     -       -       -       35,243,579,276  
Telefónica Hispanoamérica     10,600,348,978       -       -       -  
Telefónica Móviles del Uruguay S.A.     321,337,755       -       -       6,643,431,758  
Telefónica Global Solution, S.L.     6,562,836,858       -       -       -  
Telefónica Global Solution S.A.     -       -       -       16,013,356,236  
TLH Holdco S.L.     13,282,792,457       -       -       11,230,501,525  
Others     3,003,969,609       -       -       10,414,455,321  
TOTAL     51,563,108,522       3,537,153,572       128,711,976,994       135,962,967,205  

 


 

2023

 

    Financial
expenses and
exchange rate
losses
    Operating
expenses
    Total expenses     Financial
income and
exchange rate
gains
    Provision of
services and
other income
    Total income  
Telefónica IoT & Big Data Tech S.A.     (5,313,601,181 )     (4,485,321,645 )     (9,798,922,826 )     -       -       -  
Telefónica Chile S.A.     -       (330,955,578 )     (330,955,578 )     2,459,286,258       1,328,288,095       3,787,574,353  
Telefónica Global Technology S.A.U.     (3,038,771,523 )     (7,665,900,618 )     (10,704,672,141 )     -       1,211,494,075       1,211,494,075  
Telefónica Brasil     (366,271,242 )     (605,471,599 )     (971,742,841 )     -       1,205,182,348       1,205,182,348  
Telefónica, S.A.     (41,310,354,363 )     (28,211,667,391 )     (69,522,021,754 )     14,845,274,380       -       14,845,274,380  
Telefónica Móviles Chile S.A.     -       (578,072,852 )     (578,072,852 )     163,741,423       1,647,170,395       1,810,911,818  
Telxius Cable Argentina S.A.     (1,924,096,452 )     (7,032,096,701 )     (8,956,193,153 )     5,208,514       2,394,100,099       2,399,308,613  
Telefónica Digital España, S.L.U.     -       (7,195,906,601 )     (7,195,906,601 )     3,203,218,773       159,269,231       3,362,488,004  
Telefónica Hispanoamérica     -       (190,232,449 )     (190,232,449 )     12,624,392,600       3,055,010,270       15,679,402,870  
Telfisa Global, B.V.     -       -       -       25,904,307,768       -       25,904,307,768  
Telefónica Global Solution, S.L.     (864,024,094 )     (2,783,092,778 )     (3,647,116,872 )     416,362,730       1,828,983,502       2,245,346,232  
Telefónica Global Solution S.A.     (6,267,500,009 )     (9,143,789,640 )     (15,411,289,649 )     -       968,086,607       968,086,607  
TLH Holdco S.L.     (15,795,526,932 )     (8,995,067,946 )     (24,790,594,878 )     -       -       -  
Others     (7,853,435,897 )     (7,403,199,247 )     (15,256,635,144 )     2,613,825,019       2,150,246,802       4,764,071,821  
TOTAL     (82,733,581,693 )     (84,620,775,045 )     (167,354,356,738 )     62,235,617,465       15,947,831,424       78,183,448,889  

 

Balance as of 12/31/2023

 

    Cash and cash
equivalents
(Note 13)
    Trade receivables
(Note 11 a)
    Other assets
(Note 11 b)
    Trade payables
and other
liabilities
(Note 14)
 
Telefónica Latinoamérica Holding S.L.     -       3,773,551,586       -       3,669,809  
Telefónica Chile S.A.     -       17,199,461,166       3,152,978,361       451,160,972  
Telefónica Global Technology S.A.U.     -       -       -       9,120,962,112  
Telefónica, S.A.     -       2,963,768,242       218,598,860       58,404,069,825  
Telxius Cable Argentina S.A.     -       100,634,071       -       26,403,805,702  
Telefónica Digital España, S.L.U.     -       2,796,830,771       -       1,698,602,375  
Telefónica Hispanoamérica     -       17,058,539,756       -       -  
Telfisa Global, B.V.     202,844,793,076       -       -       -  
Telefónica Global Solution, S.L.     -       9,366,956,767       -       660,804,586  
Telefónica Global Solution S.A.     -       103,925,938       -       19,553,413,892  
TLH Holdco S.L.     -       5,792,769,606       -       17,541,129,973  
Others     -       7,863,897,841       -       30,684,905,682  
TOTAL     202,844,793,076       67,020,335,744       3,371,577,221       164,522,524,928  

 

11.            Trade Receivables and Other Assets

 

a) Trade Receivables

 

The composition of the item Trade receivables of the statement of financial position as of December 31, 2024 and 2023 is as follows:

 

    12/31/2024     12/31/2023  
Accounts receivable     351,617,029,182       334,846,024,209  
Allowance for doubtful accounts     (89,110,978,365 )     (56,472,084,432 )
Accounts receivable from the Telefónica Group companies (Note 10)     51,563,108,522       67,020,335,744  
Other receivables     9,104,221,543       6,484,128,726  
Total     323,173,380,882       351,878,404,247  

 


 

The balance of Accounts receivable from public sector customers as of December 31, 2024 and 2023 amounts to 25,075 million pesos and 21,154 million pesos, respectively.

 

Movements in the allowance for doubtful accounts during the 2024 and 2023 fiscal years are as follows:

 

Allowance for doubtful accounts as of December 31, 2022     (107,839,528,365 )
Increases and reversals (*)     (61,737,737,901 )
Uses     18,501,360,295  
RECPAM     94,603,821,539  
Allowance for doubtful accounts as of December 31, 2023     (56,472,084,432 )
Increases and reversals (*)     (82,022,822,104 )
Uses     8,139,588,035  
RECPAM     41,244,340,136  
Allowance for doubtful accounts as of December 31, 2024     (89,110,978,365 )

 

(*) In 2024 and 2023, it includes 18,620,934,612 and 1,493,959,864 of increased uncollectible debts from the financed portfolio.

 

The table below shows the aging analysis of accounts receivable from third parties as of the end of fiscal years 2024 and 2023:

 

    12/31/2024     12/31/2023  
Not yet due balances                
Up to 3 months     158,930,762,174       188,449,141,067  
Overdue balances                
Up to 3 months     81,697,886,043       76,962,254,127  
From 3 to 6 months     21,327,397,905       18,043,757,819  
From 6 to 12 months     43,470,804,157       27,145,882,567  
More than 12 months     46,190,178,903       24,244,988,629  
Carrying amount at fiscal year’s end     351,617,029,182       334,846,024,209  

 

b) Other Assets

 

The composition of the item Other assets of the statement of financial position as of December 31, 2024 and 2023 is as follows:

 

    12/31/2024     12/31/2023  
    Current     Non-current     Current     Non-current  
Short-term advance payments to companies of the Telefónica group (Note 10)     430,248,477       3,106,905,095       544,854,663       2,826,722,558  
Short-term advance payments     16,428,998,234       3,033,572,414       17,098,496,305       3,089,368,514  
Deferred expenses of short-term contracts     72,868,528,016       59,954,784,139       72,439,371,854       65,207,059,929  
Total     89,727,774,727       66,095,261,648       90,082,722,822       71,123,151,001  

 

Movements of deferred expenses of short-term contracts for the years 2024 and 2023 are as follows:

 

    Balance as of
12/31/2023
    Additions     Decreases     Balance as of
12/31/2024
 
Contract acquisition costs     32,574,664,142       22,219,293,000       (25,226,383,072 )     29,567,574,070  
Contract fulfillment costs     105,071,767,641       82,931,323,012       (84,747,352,568 )     103,255,738,085  
Total     137,646,431,783       105,150,616,012       (109,973,735,640 )     132,823,312,155  

 

    Balance as of
12/31/2022
    Additions     Decreases     Balance as of
12/31/2023
 
Contract acquisition costs     35,323,905,909       25,805,553,538       (28,554,795,304 )     32,574,664,143  
Contract fulfillment costs     96,398,183,952       93,207,169,461       (84,533,585,773 )     105,071,767,640  
Total     131,722,089,861       119,012,722,999       (113,088,381,077 )     137,646,431,783  

 

12. Equity

 

a) Capital stock and Issue Premium

 

At the end of fiscal years 2024 and 2023 the nominal amount of capital stock is as follows:

 

    Number of subscribed and paid in
shares
    Nominal amount in Pesos of
subscribed and paid in capital
 
    12/31/2024     12/31/2023     12/31/2024     12/31/2023  
Number of shares     86,461,307,278       277,908,706       86,461,307,278       277,908,706  
TOTAL     86,461,307,278       277,908,706       86,461,307,278       277,908,706  

 


 

On January 17, 2023, the Company’s Board of Directors received a notifice from TLH on the terms of Section 215 of the General Companies Law, informing on the transfer of all the shares in the Company to TLH HoldCo, and proceeding to register the transfer in the Company’s Register of Shareholders. Both companies are controlled by TSA.

 

TLH HoldCo directly controls TMA, holding a 99.9996% interest therein.

 

As a result of the merger process, on March 4, 2024, a capital increase of 28,372,979,020 was registered with the Public Registry of Commerce. On April 17, 2023, the Extraordinary General Meeting of TMA, as a result of the reorganization process referred to in Note 2, approved a capital increase effective on the effective date of the merger, which occurred on January 1, 2024, through the issuance of 1,450,022,273 shares of $1 nominal amount each and entitled to one vote per share, following the capitalization of the integral capital adjustment account in the amount of 26,922,956,747, which were delivered to the shareholder TLH HoldCo in replacement of the shares it held in TASA.

 

As a result of the effective merger date, and according to the exchange ratio set forth in the Preliminary Merger Agreement and the Final Merger Agreement, and the ownership interest TLH HoldCo held in TASA as of that date, TMA recognized as of that moment an issue premium for a total amount of 107,376,686,940 pesos.

 

On April 4, 2024, the Company entered into an agreement with TLH HoldCo, whereby the shareholder offered to make an irrevocable contribution on account of a future subscription of shares amounting to 7,455,870,000 pesos, which was approved by the Company’s Board of Directors on April 4, 2024. On May 2, 2024, the Company’s Ordinary and Extraordinary Shareholders' Meeting resolved to capitalize this irrevocable contribution and to issue 305,710,819 book-entry ordinary shares of $1 nominal amount each and entitled to one vote per share in favor of TLH HoldCo. It also resolved to capitalize the capital adjustment account of equity, which amounted to 57,504,708,733, by issuing 57,504,708,733 shares of $1 nominal amount each, which were distributed pro-rata among the shareholders.

 

As a result, following the capitalization of the Irrevocable Contributions, the share capital was increased to the amount of 86,461,307,278 pesos, represented by 86,461,307,278 book-entry ordinary shares of $1 nominal amount each and entitled to one vote per share.

 

All the preceding figures are expressed at nominal values, without restatement.

 

b) Dividends

 

During fiscal years ended December 31, 2024 and 2023 no dividends were distributed.

 

As of December 31, 2024, there is a balance of 63,665 available for payment to minority shareholders and treasury shares.

 

All the preceding figures are expressed at nominal values, without restatement, as described in Note 3.1.b).

 

c) Legal Reserve

 

According to the General Companies Law, Argentine companies must allocate at least 5% of their annual profits to a legal reserve until such reserve reaches 20% of the capital stock. As of December 31, 2024, TMA's reserve amounted to 36,780,940,594.

 

d) Retained Earnings

 

Retained earnings include TMA's undistributed results less the dividends declared in favor of shareholders.

 

The Tax Reform Law enacted at the end of 2017 set forth, among other things, a reduction in the tax rate to 30% for 2019, and to 25% starting in 2020, and imposed a tax on dividends paid by Argentine entities of 7% for 2019 and 13% as from 2020, so that companies will pay the 35% rate only if they distribute all their profits to their shareholders. Subsequently, the Social Solidarity and Productive Reactivation Law suspended the reduction of the tax rate on profits to 25% and the increase in the dividend tax to 13% for fiscal years ending before January 1, 2021. As detailed in note 17, during fiscal year 2021, Law 27,630 was enacted, which once again amended the tax rate, setting forth that companies will pay a 25% tax on the first 5 million pesos of profits, 30% on profits exceeding 5 million pesos, up to 50 million pesos, and 35% on profits exceeding 50 million pesos, while maintaining the 7% dividend tax. Additionally, the tax reform enacted at the end of 2017 also repealed the equalization tax that had been in effect until 2017, which imposed a 35% withholding on dividend distributions exceeding accumulated taxable income. The tax rate on dividends may vary depending on the shareholder's country of residence, due to possible international double taxation treaties.

 


 

On March 28, 2023, the General Ordinary and Extraordinary Shareholders’ Meeting of the Company resolved to allocate the accumulated negative retained earnings as of December 31, 2022, of 28,410,356,221, expressed in the currency of that date, partially releasing this amount from the reserve for future dividends. All the preceding figures are expressed in nominal values, without restatement, as described in note 3.1.b).

 

On April 3, 2024, the General Ordinary and Extraordinary Shareholders’ Meeting of the Company resolved to assign the accumulated negative retained earnings as of December 31, 2023, amounting to 89,477,398,891, expressed in the currency of that date, partially releasing this amount from the reserve for future dividends. All the preceding figures are expressed in nominal values, without restatement, as described in note 3.1.b).

 

e) Other Comprehensive Income

 

The balances in the statement of comprehensive income include the amounts, net of tax effects, of temporary adjustments of assets and liabilities recognized in the statement of changes in equity (through recognized income and expenses) until they are settled or realized, when they are finally recognized as equity in the income statement.

 

f) Effect of the Capital Increase on Subsidiaries

 

The effect of the capital increase on subsidiaries consisted of the impact on their equity due to the capital subscription in TMA's subsidiaries by TMA or by non-controlling shareholders, when not all shareholders contributed pro rata their ownership interests and the company's fair value was different from its book value. The amount was determined by the difference between the amounts subscribed and paid in each of the capital increase of a TMA subsidiary and the change in the contributor’s interest in the book value of the subsidiary’s equity. Depending on whether the contributor was TMA or another shareholder, this difference was reflected accordingly in its equity.

 

On January 5, February 3, and March 10, 2023, TASA entered into agreements with TMA, under which the shareholder committed to make irrevocable contributions on account future share subscriptions in the amounts of 8,000 million, 5,300 million and 703 million pesos, respectively. On March 28, 2023, TASA’s shareholders resolved to capitalize these irrevocable contributions and to issue in favor of TMA 140,030,000,000 book-entry preferred shares, of $0.10 nominal amount each and entitled to one vote per share, with the other shareholders waiving their pre-emptive rights.

 

Additionally, on April 24, June 23, September 4, and October 6, 2023, TASA approved new agreements with TMA, whereby the shareholder made irrevocable contributions on account of future share subscriptions in the amounts of 5,000 million, 8,400 million, 9,800 million and 4,000 million pesos, respectively. Furthermore, on May 8, 2023, TASA approved a new agreement with TLH HoldCo, whereby the shareholder made an irrevocable contribution on account of future share subscriptions in the amount of 7,613,872,598 pesos.

 

On October 31, 2023, TASA’s shareholders resolved to capitalize these irrevocable contributions by increasing TASA’s share capital by 34,813,872,598 pesos, represented by 348,138,725,980 book-entry preferred shares, of $0.10 nominal amount each and entitled to one vote per share, in accordance with the issuing terms.

 

As a result of the above referred capitalizations, TMA increased its interest in TASA from 77.64% to 79.06%, which remained unchanged until the effective date of the merger.

 

All the preceding figures are expressed in nominal values, without restatement, as described in Note 3.1.b).

 


 

13. Financial Assets and Liabilities

 

a) Financial Assets

 

The composition of financial assets as of December 31, 2024 and 2023 is as follows:

 

    12/31/2024     12/31/2023  
    Financial assets
at fair value
through profit
or loss
    Financial assets
at fair value
through other
comprehensive
income
    Amortized cost     Financial assets
at fair value
through other
comprehensive
income
    Amortized cost  
Non-current financial assets     -       19,416,719,630       129,543,660,430       16,743,771,550       827,825,732  
Other financial investments     -       19,416,719,630       940,551       16,743,771,550       2,048,178  
Long-term receivables     -       -       129,395,400,585       -       504,969,715  
Of which: with related parties (Note 10)     -       -       128,711,976,994       -       -  
Short-term deposits and guarantees     -       -       147,319,294       -       320,807,839  
Current financial assets     25,591,944,014       47,716,571,707       145,594,023,213       178,560,187,067       365,871,550,202  
Cash and cash equivalents     -       -       141,158,159,827       -       353,421,543,497  
Of which: with related parties (Note 10)     -       -       -       -       202,844,793,076  
Short-term deposits and guarantees     -       -       4,435,863,386       -       12,450,006,705  
Other financial investments     25,591,944,014       47,716,571,707       -       178,560,187,067       -  
Total     25,591,944,014       67,133,291,337       275,137,683,643       195,303,958,617       366,699,375,934  

 

The detail according to classification and type of instrument of financial assets at fair value through profit or loss is as follows:

 

    12/31/2024     12/31/2023  
Classification:                
Financial assets at fair value through profit or loss     25,591,944,014       -  
Of which:                
Argentine government Securities     25,591,944,014       -  
Of which:                
Level 1(*)     25,591,944,014       -  
Of which:                
Without considering allowances for doubtful accounts     25,591,944,014       -  
Of which:                
In U.S. dollars     25,591,944,014       -  
                 
TOTAL     25,591,944,014       -  

 


 

The detail according to classification and type of instrument of financial assets at fair value through other comprehensive income is as follows:

 

    12/31/2024     12/31/2023  
Classification:                
Financial assets at fair value through other comprehensive income     67,133,291,337       195,303,958,617  
Of which:                
Government Securities     36,225,102,611       176,304,290,599  
Corporate notes     30,908,188,726       18,999,668,018  
Of which:                
Level 1(*)     67,133,291,337       195,303,958,617  
Of which:                
Without considering allowances for doubtful accounts     67,133,291,337       195,303,958,617  
Of which:                
In U.S. dollars     67,133,291,337       195,303,958,617  
                 
TOTAL     67,133,291,337       195,303,958,617  

 

(*) Instruments classified as Level 1 have a fair value determined by quoted prices in active markets for identical assets or liabilities that an entity can access at the measurement date.

 

The detail according to classification and type of instrument at amortized cost is as follows:

 

    12/31/2024     12/31/2023  
Classification:                
Amortized cost     275,137,683,643       366,699,375,934  
Of which:                
Cash and cash equivalents     141,158,159,827       353,421,543,497  
Of which: with related parties (Note 10)     -       202,844,793,076  
Short-term deposits and guarantees     4,435,863,386       12,450,006,705  
Other investments     940,551       2,048,178  
Long-term receivables     129,395,400,585       504,969,715  
Of which: with related parties (Note 10)     128,711,976,994       -  
Long-term deposits and guarantees     147,319,294       320,807,839  
Of which:                
Without considering allowances for doubtful accounts     275,137,683,643       366,699,375,934  
Of which:                
In Argentine pesos     124,684,541,729       131,640,641,045  
In U.S. dollars     150,453,141,914       235,058,734,889  
                 
TOTAL     275,137,683,643       366,699,375,934  

 


 

 

b) Financial Liabilities

 

The breakdown of financial liabilities by maturity as of December 31, 2024 and 2023 is as follows:

 

        Non-current              
As of December 31, 2024   Current
2025
    2026     2027     2028     2029     Subsequent
years
    Non-current     TOTAL  
Lease liabilities     54,370,405,190       14,128,986,173       5,140,073,424       2,269,672,690       962,313,103       1,427,536,353       23,928,581,743       78,298,986,933  
Bank overdrafts     1,416,622       -       -       -       -       -       -       1,416,622  
Total     54,371,821,812       14,128,986,173       5,140,073,424       2,269,672,690       962,313,103       1,427,536,353       23,928,581,743       78,300,403,555  
Nominal amount and interest to be accrued     56,180,630,134       16,400,723,345       6,411,591,198       3,144,298,238       1,480,646,180       2,586,679,160       30,023,938,121       86,204,568,255  

 

        Non-current              
As of December 31, 2023   Current
2024
    2025     2026     2027     2028     Subsequent
years
    Non-current     TOTAL  
Lease liabilities     91,863,902,103       25,305,989,918       11,018,426,676       6,390,365,845       3,312,179,523       2,785,164,362       48,812,126,324       140,676,028,427  
Bank overdrafts     7,752,003,668       -       -       -       -       -       -       7,752,003,668  
Total     99,615,905,771       25,305,989,918       11,018,426,676       6,390,365,845       3,312,179,523       2,785,164,362       48,812,126,324       148,428,032,095  
Nominal amount and interest to be accrued     102,229,759,720       29,442,578,736       13,804,151,335       8,730,768,299       4,999,614,242       5,061,372,677       62,038,485,289       164,268,245,009  

 

Financial liabilities associated to financial activities

 

The following tables show a detail of the changes in financial liabilities arising from financing activities during fiscal years 2024 and 2023:

 

2024

 

    Cash used in financing activities  
    Balance as of
12/31/2023
    Additions     Payments     Interest and
exchange
differences
    RECPAM     Balance as of
12/31/2024
 
Lease liabilities     140,676,028,427       65,516,825,620       (65,667,529,062 )     22,537,496,000       (84,763,834,052 )     78,298,986,933  
Bank overdrafts     7,752,003,668       1,410,465,000       (6,624,385,768 )     463,248,768       (2,999,915,046 )     1,416,622  
Total     148,428,032,095       66,927,290,620       (72,291,914,830 )     23,000,744,768       (87,763,749,098 )     78,300,403,555  

 

2023

 

    Cash used in financing activities  
    Balance as of
12/31/2022
    Additions     Payments     Interest and
exchange
differences
    RECPAM     Balance as of
12/31/2023
 
Lease liabilities     99,656,457,854       49,117,340,137       (45,292,411,812 )     138,999,721,685       (101,805,079,437 )     140,676,028,427  
Bank overdrafts     23,503,022       6,771,367,444       (3,504,277,316 )     5,764,149,425       (1,302,738,907 )     7,752,003,668  
Total     99,679,960,876       55,888,707,581       (48,796,689,128 )     144,763,871,110       (103,107,818,344 )     148,428,032,095  

 

 


 

Leases and bank overdrafts in foreign currency

 

The detail of leases and bank overdrafts in currencies other than the Argentine peso, along with the equivalent value of foreign currency loans in pesos, as of December 31, 2024, and 2023 is as follows.

 

    Amount in foreign currency     Amount in pesos  
  12/31/2024     12/31/2023     12/31/2024     12/31/2023  
Currency                                
U.S. dollar     48,220,894       51,749,513       49,788,073,055       41,838,617,191  
Total     48,220,894       51,749,513       49,788,073,055       41,838,617,191  

 

Interest-bearing debt

 

The average interest rate of leases and bank overdrafts as of December 31, 2024 was 61.13% in local currency and 9.58% in foreign currency.

 

14. Trade and Other Payables

 

The detail of trade and other payables as of December 31, 2024 and 2023 is as follows:

 

    12/31/2024     12/31/2023  
    Current     Non-current     Current     Non-current  
Trade payables     352,810,000,439       -       462,291,603,755       -  
Payables relating to PP&E and intangibles     76,464,567,446       -       90,839,608,502       -  
Other debts     76,670,619,196       3,837,012,964       68,678,632,094       6,148,953,616  
Contractual liabilities and deferred income     15,946,396,234       21,522,464,597       14,110,686,351       23,065,695,976  
Total     521,891,583,315       25,359,477,561       635,920,530,702       29,214,649,592  
Of which: with related parties (Note 10)     132,125,954,241       3,837,012,964       158,373,574,075       6,148,950,853  

 

Other debts as of December 31, 2024 and 2023 consist of the following:

 

    12/31/2024     12/31/2023  
Salaries payable     74,372,786,093       62,617,263,765  
Other     2,297,833,103       6,061,368,329  
Total     76,670,619,196       68,678,632,094  

 

The Company has outstanding performance obligations primarily in connection with the following:

 

- Contractual liabilities for activation fees: These correspond to non-refundable initial charges that arise when accounting for connection fees, and the associated revenue is recognized over the customer's average life.

 

- Contractual liabilities for indefeasible rights-of-use (IRUs): Capacity contracts under the Indefeasible Rights-of-use modality, where customers make payments at the beginning of the contract in exchange for the assignment of access rights and maintenance of the network of terrestrial or submarine cables, whether the network is owned or external. These contracts are generally for periods longer than 10 years.

 

- Contractual liabilities for prepaid card sales and top-ups: These correspond to the obligation of the entity to transfer services for prepaid card sales and top-ups that have not yet been used by the customers, for which payment has already been received.

 

- Contractual liabilities for services: Amounts representing the obligation of an entity to transfer services to a customer for which the entity has received consideration (or it has become due) from the customer

 

 


 

As of December 31, 2024 and 2023, the aggregate amounts of the transaction prices of these performance obligations and their corresponding maturities are as follows:

 

          Maturities  
    Balance as of
12/31/2024
    2025     2026     2027     Later than 2028  
Contractual liabilities for prepaid cards and top-ups     9,003,334,427       9,003,334,427       -       -       -  
Contractual liabilities for connection costs     2,352,944,939       843,553,106       580,087,800       346,422,090       582,881,943  
Other contractual liabilities     5,941,812       5,531,191       410,621       -       -  
Deferred income     2,326,823,216       109,928,657       109,928,656       109,928,656       1,997,037,247  
Contractual liabilities for IRUs     23,779,816,437       5,984,048,853       3,423,539,813       2,873,826,165       11,498,401,606  
Total     37,468,860,831       15,946,396,234       4,113,966,890       3,330,176,911       14,078,320,796  

 

          Maturities  
    Balance as of
12/31/2023
    2024     2025     2026     Later than 2027  
Contractual liabilities for prepaid cards and top-ups     6,880,891,462       6,880,891,462       -       -       -  
Contractual liabilities for connection costs     3,584,399,637       1,261,986,313       836,271,372       562,038,043       924,103,909  
Other contractual liabilities     67,030,493       61,186,570       5,843,923       -       -  
Deferred income     2,436,751,872       109,928,656       109,928,656       109,928,656       2,106,965,904  
Contractual liabilities for IRUs     24,207,308,863       5,796,693,350       4,349,333,682       4,349,333,682       9,711,948,149  
Total     37,176,382,327       14,110,686,351       5,301,377,633       5,021,300,381       12,743,017,962  

 

Movements of these obligations in fiscal years 2024 and 2023 have been as follows:

 

    Balance as of
12/31/2023
    Increases     Decreases     Balance as of
12/31/2024
 
Contractual liabilities and deferred income     37,176,382,327       133,129,365,300       (132,836,886,796 )     37,468,860,831  
Total     37,176,382,327       133,129,365,300       (132,836,886,796 )     37,468,860,831  

 

    Balance as of
12/31/2022
    Increases     Decreases     Balance as of
12/31/2023
 
Contractual liabilities and deferred income     40,991,807,111       154,325,838,071       (158,141,262,855 )     37,176,382,327  
Total     40,991,807,111       154,325,838,071       (158,141,262,855 )     37,176,382,327  

 

15. Provisions

 

Allowances amounts as of December 31, 2024 and 2023 are as follows:

 

    12/31/2024     12/31/2023  
    Current     Non-current     Current     Non-current  
Employee benefits (Note 15 a)     29,168,260,549       44,034,051,684       88,981,676,199       50,850,519,795  
Termination plans     29,168,260,549       36,512,929,265       88,981,676,199       45,701,666,532  
Post-employment defined benefit plans     -       7,521,122,419       -       5,148,853,263  
Asset dismantling (Note 15 b)     3,230,703,897       46,229,144,481       5,715,855,467       36,173,023,775  
Other allowances (Note 15 c)     16,887,076,494       141,382,763,713       57,374,399,534       63,873,974,460  
Total     49,286,040,940       231,645,959,878       152,071,931,200       150,897,518,030  

 

 


 

a) Employee Benefits

 

Termination Plans

 

Movements of the provisions for termination plans during fiscal years 2024 and 2023 have been as follows:

 

Provision for termination plans as of 12/31/2022     48,073,255,042  
Increases     158,831,577,036  
Uses     (62,391,677,891 )
RECPAM     (39,981,022,843 )
Interests and other charges related to provisions (Note 16)     30,151,211,387  
Provision for termination plans as of 12/31/2023     134,683,342,731  
Increases     24,437,924,645  
Uses     (55,619,712,873 )
RECPAM     (74,043,937,031 )
Interests and other charges related to provisions (Note 16)     36,223,572,342  
Provision for termination plans as of 12/31/2024     65,681,189,814  

 

The following are TMA’s principal termination plans:

 

Organizational Simplification Plan

 

During the past few years, TMA’s Executive Committee has approved several initiatives within the framework of the organizational simplification plan. The main objective of these actions has been to align the organizational structure with the new operational model, while ensuring the protection of human talent.

 

During 2024, we continued with execution of various initiatives in order to adjust the organizational structure to the new operational and organizational model, based on the capabilities necessary and appropriate for the Group’s new requirements.

 

The original plan was expanded in 2024, maintaining the conditions outlined in the original plans, with the initiatives called “Voluntary Retirement Plan”, “Voluntary Early Retirement Plan” and “Matrix and Focused Plans” primarily offering, for all individuals who meet certain age and seniority requirements, of certain specific areas of the organization, a financial compensation, corporate prepaid health plan coverage and advice regarding retirement matters.

 

Additionally, in December, in order to extend the deadline for these initiatives, the Executive Committee decided to allocate a new financial cap for the company, totaling 19,600 million pesos, to be used within a defined period or until the cap is exhausted. This decision was communicated on December 31, 2024.

 

At the end of the fiscal year, a liability for payment commitments was recorded, calculated with its estimated costs according to the plan and the number of employees who adhered to it, amounting to 46,386 million pesos.

 

Organizational Simplification Plan “Prejubilable 2024”

 

In line with the strategy of simplification of the organizational structure implemented in recent years, in December 2024, the Company announced the launch of a voluntary retirement plan called “Prejubilable 2024”.

 

This plan, addressed to male employees over 60 years of age and female employees over 55 years of age, with a minimum seniority of 15 years, offers a voluntary retirement option, together with an economic proposal and prepaid health coverage for a specific period of time after retirement. The period to join the plan expires on March 14, 2025, or when the defined financial cap of 3.160 million pesos is exhausted, which amount was recorded during fiscal year 2024.

 

As of December 31, 2024, a liability of 3,518 million pesos remains, representing the expected value of payment commitments calculated on the basis of the estimated costs of the plan's economic conditions and the number of employees who joined it.

 

 


 

Post-employment Defined Benefit Plans

 

The Company has a defined benefits plan. The table below summarizes the amounts of such plan:

 

    12/31/2024     12/31/2023  
Obligation     7,521,122,419       5,148,853,263  
Net provision     7,521,122,419       5,148,853,263  
Net provision     7,521,122,419       5,148,853,263  

 

It should be noted that TMA has no specific assets earmarked for these defined benefit plans.

 

Movements of the present value of the obligations during fiscal years 2024 and 2023 are as follows:

 

Present value of obligations as of 12/31/2022     6,504,435,483  
Cost of current services     304,060,786  
Interests and other charges related to provisions (Note 16)     3,787,917,366  
Actuarial results recorded in other comprehensive income     999,506,227  
Benefits paid     (22,713,559 )
RECPAM     (6,424,353,040 )
Present value of obligations as of 12/31/2023     5,148,853,263  
Cost of current services     313,823,133  
Interests and other charges related to provisions (Note 16)     5,064,504,040  
Actuarial results recorded in other comprehensive income     849,679,282  
Benefits paid     (94,216,244 )
RECPAM     (3,761,521,055 )
Present value of obligations as of 12/31/2024     7,521,122,419  

 

TMA is required to offer workers covered by collective bargaining agreements a defined post-employment benefit. This means that any employee retiring under ordinary retirement, disability or death will receive an amount equivalent to one month’s salary for every five years of service or any fractional period exceeding three years.

 

The Company's recorded liability as of December 31, 2024, and 2023 amounts to 7,521 and 5,149 million pesos, respectively, representing the present value of the defined benefit plan using market-based variables and estimates according to the actuarial calculation method.

 

As of December 31, 2024, the main actuarial assumptions used for analyzing this liability were an interest rate ranging from 26.06% to 7.12% and a salary increase ranging from 21.80% to 3.50%, estimated for the full cash flow.

 

As of December 31, 2023, the main actuarial assumptions used for analyzing this liability were an interest rate ranging from 162.85% to 44.93% and a salary increase ranging from 155.42% to 40%, estimated for the full cash flow.

 

b) Provision for Asset Dismantling

 

Movements in the provision for asset dismantling during fiscal years 2024 and 2023 are as follows:

 

Provision for asset dismantling as of 12/31/2022     44,110,382,133  
Increases     13,640,173,377  
Uses     (2,190,142 )
RECPAM     (46,826,214,909 )
Interests and other charges related to provisions (Note 16)     30,966,728,783  
Provision for asset dismantling as of 12/31/2023     41,888,879,242  
Increases     -  
Uses     (1,281,371,891 )
RECPAM     (26,870,016,802 )
Interests and other charges related to provisions (Note 16)     35,722,357,829  
Provision for asset dismantling as of  12/31/2024     49,459,848,378  

 

TMA has entered into property lease agreements that set forth dismantling and restoration obligations, requiring the properties to be restored to their original condition at the end of the lease term. TMA estimates the present value of future obligations arising from decommissioning, and this value is added to the cost of the right-of-use. At the same time, a provision is recognized, which is increased by the cost of related interest cost in the periods following its initial recognition.

 

 


 

c) Other Provisions

 

Movements of other provisions during fiscal years 2024 and 2023 are as follows:

 

Other provisions as of 12/31/2022     129,818,640,525  
Increases     69,423,201,339  
Uses     (31,779,365,842 )
RECPAM     (145,992,484,304 )
Interests and other charges related to provisions (Note 16)     99,778,382,276  
Other provisions as of 12/31/2023     121,248,373,994  
Increases     64,911,460,770  
Uses     (24,076,527,620 )
RECPAM     (85,294,318,989 )
Interests and other charges related to provisions (Note 16)     81,480,852,052  
Other provisions as of 12/31/2024     158,269,840,207  

 

Given the nature of the risks covered by these provisions, it is not possible to precisely determine the probable dates of potential payments.

 

The amounts of these provisions as of December 31, 2024 and 2023 are shown in the following table:

 

    12/31/2024     12/31/2023  
Labor contingencies     124,940,436,191       84,434,674,171  
Tax contingencies     11,749,684,844       17,092,917,553  
Civil and regulatory contingencies     21,579,719,172       19,720,782,270  
Total other provisions     158,269,840,207       121,248,373,994  

 

TMA is subject to several lawsuits and claims relating to labor, tax, regulatory and other matters, which are considered ordinary in the course of its business activities. Each such situation involves a certain degree of uncertainty, and the outcome of any lawsuit or contingency cannot be predicted with certainty. If, prior to the issuance of these Financial Statements there is information - considering the opinion of TMA’s external counsel - indicating that it is probable that a liability has been incurred as of the reporting date, and the amount of the loss or the range of probable loss, including the related court costs, can be reasonably estimated, such loss is recognized as a provision in the income statement and accumulated under “Other provisions” in the statement of financial position.

 

As of 31, 2024 and 2023, the account “Other provisions” includes the following:

 

i) Labor contingencies mainly derive from:

 

· Joint and several laibility in labor matters;

 

· Occupational accidents and diseases; and

 

· Salary differences and other compensation payments.

 

 


 

ii) Tax contingencies mainly derive from claims from the Revenue Office (“AFIP”), provincial tax authorities and municipalities. In this case, they primarily relate to:

 

· Municipal fees; and

 

· National and provincial taxes.

 

iii) Civil and regulatory contingencies relate to civil, commercial, administrative litigation, regulatory, and other matters. In this case, they primarily relato to:

 

· damages;

 

· regulatory claims;

 

· claims relating to accountability; and

 

· fines imposed by regulatory authorities.

 

Increase of the turnover tax rate

 

In 2009, the Company was notified of a claim filed by Unión de Usuarios y Consumidores (“Unión”), through which TMA was requested to reimburse the amounts collected on account of “Turnover Tax Rate Increase.” Unión argues that this constitutes a surcharge that was neither disclosed to customers nor detailed at the time of contracting, thereby violating Consumer Protection, Fair Trade, and Antitrust laws. The claim was answered by the Company, emphasizing that the nature of the Turnover Tax is indirect and transferable to the customer and that customers were duly informed of this in the Service Requests.

 

The Company's Management and legal counsel believe that the Company has solid arguments to defend its position and seek the dismissal of the claim, as customers were properly informed and, accordingly, no accounting provision has been recorded in connection with this matter. Given the nature of the claim, should the outcome of this matter be contrary to the Company’s Management and legal counsel evaluation, they estimate, based on the best available information, that the potential impact on the Company would amount to approximately 2,871 million pesos, as of December 31, 2024.

 

Terrestrial Network

 

The Company has been notified of a claim filed on February 6, 2008 by the Asociación Protección Consumidores del Mercado Común del Sur (“Proconsumer”), seeking the reimbursement to all individual customers who contracted mobile voice services with the company of the amounts charged and labeled on the invoice as “Interconnection Minute” in excess of the amount established in the General Tariff Structure approved by Decree No. 92/1997. TMA responded to the claim by arguing that the interpretation and background information on which the claim is based are inaccurate under the current regulations. Additionally, the Company reported the existence of a ruling in favor of AMX Argentina S.A. in a similar case filed by Proconsumer, for which the judge decided that the case should be referred to the court that ruled on AMX’s case, considering that the same judge should handle both due to their evident similarity. The plaintiff appealed this decision, and on December 5, 2018, the Court of Appeals upheld the appeal and ordered the case to proceed in its current state. A Federal Extraordinary Appeal was filed against this ruling on December 21, 2018, but was ultimately dismissed by the Supreme Court of Justice of the Nation (CSJN) on March 10, 2020. In September 2023, the Public Prosecutor’s Office issued an opinion stating that the claim should be dismissed. The proceedings are currently at the sentencing stage. In March 2024, the claim was dismissed with court costs being awarded against the association. The judge considered that there was no evidence of the $0.0465 tariff limitation nor that the repeal of Article 13 of Decree 92/97 required companies to charge a lower amount than that established in the General Tariff Structure, as claimed by plaintiff, who appealed the first-instance judgment. The appeal was rejected by the Court of Appeals in October 2024. The plaintiff did not file an extraordinary appeal, and therefore the judgment dismissing the lawsuit has become final.

 

M2345 Promotion

 

In 2012, the Asociación Consumidores Financieros Asociación Civil para su Defensa filed a claim against the Company seeking the reimbursement to all customers of the amounts charged under the “2345-M Promotion”, as well as the imposition of a compensatory sanction on the terms of Section 52 of the Consumer Protection Law, alleging that the Company failed to provide sufficient information to consumers. However, the Company declared that its actions complied with the standards set forth in the Consumer Protection Law, as the information provided on its website, which the promotion referred to, was adequate and conformed to the applicable regulations.

 

 


 

The Company's Management and legal counsel believe that TMA has strong arguments to defend its position and expect the claim to be dismissed. Therefore, no provision has been made in connection with this claim. In the event that the final outcome of this matter is unfavorable to the Company, its Management and legal counsel estimate that, based on the information available to date, the potential impact would amount to approximately 900 million pesos, as of December 31, 2024.

 

Línea Control 400 and 600

 

In 2007, TASA, a company now merged into TMA, was sued by Asociación Unión de Usuarios y Consumidores (“Unión”) together with Asociación para la Defensa de Usuarios y Consumidores. The purpose of this claim is to have TASA maintain the 100% discount previously applied to the “Bloqueo Línea Control 400” service, included in the business plan known as “Control 400” (LC400), and also to obtain the reimbursement of the amounts charged to customers on such account.

 

On October 17, 2017, TASA was notified of the first-instance decision, which ordered TASA to: a) cease billing the “Bloqueo Línea Control 400” service to the subscribers of the “Línea Control 400” service; b) reimburse customers for the amounts charged on account of the “Bloqueo Línea Control 400” service since July 2006, with the corresponding interest on the terms of Section 31 of Law 24.240; and c) pay a civil fine in favor of users under the terms of Sections 31 and 52 bis of such law. On October 20, 2017, TASA appealed the judgment issued in both cases. The appeals were granted, and the cases were submitted to the Federal Court of Appeals on Administrative Litigation Matters.

 

In September 2018, the Court of Appeals partially upheld the first-instance judgment, and TASA filed an extraordinary appeal against such judgment. Then the proceedings were suspended following the deregistration of the plaintiff from the Collective Associations Registry.

 

Meanwhile, Unión de Usuarios had requested an injunction ordering the immediate suspension of the billing and collection of the “Bloqueo Línea Control 400” to all users until the case was resolved. This was granted in the first instance and notified on May 18, 2018. This decision was also appealed by TASA, but the appeal was later declared abstract.

 

Once the plaintiff was reinstated in the Registry, the proceedings resumed before the Court of Appeals in order to resolve the extraordinary appeals filed in due time. On August 22, 2019, the appeals were dismissed. Consequently, on September 2, 2019, a petition in error (recurso de queja) was filed before the Supreme Court of Justice of the Nation (CSJN) for denial of extraordinary appeal, which was subsequently rejected on August 23, 2022 by the CSJN.

 

The case is currently in the judgment enforcement stage. We have made the reimbursements ordered to active customers and during 2024 the necessary procedures were carried out to reimburse inactive customers.

 

Considering the historical values resulting from the approved settlement and the reimbursements made to both active and inactive customers to date, the total economic impact of the case as of December 31, 2024, amounts to approximately 56 million pesos, on account of court costs.

 

Additionally, TASA faces a similar claim filed by Asociación Civil para la Defensa en el Ámbito Federal e Internacional de Derechos relating to Línea Control 600, which is still in the evidentiary stage.

 

TMA’s Management and legal counsel believe that this case is likely to have an unfavorable outcome given its similarity, for which a provision has been recorded as civil and regulatory contingencies for approximately 439 million pesos, which is the best estimate of the amount to be disbursed in this case.

 


 

Entel’s claim against TASA

 

In 1999, ENTel sued TASA, a company now merged into TMA, which was the telecommunications service concessionaire following the privatization process claiming a rendering of accounts and the reimbursement of the amounts received by TASA on behalf of ENTel after becoming a licensee of telecommunications services, as well as the amounts deducted as commissions. In general terms, the disputed issues were the amounts that TASA collected on behalf of ENTel, i.e. the consumption charges for telecommunications services provided to ENTel’s customers, whether billed or not, but still unpaid at the time of privatization. ENTel also contested the commissions that TASA deducted in exchange for billing services and certain accounts receivable collected by TASA that allegedly belonged to ENTel and had not been transferred to TASA in the privatization process. TASA answered such claim by arguing that such request was inadmissible, as such settlements had been previously submitted to ENTel’s Liquidation Commission and were not contested at that time. In 2010, the Court of First Instance ruled in favor of ENTel, holding TASA responsible for the disputed matters.

 

After exhausting all available legal remedies, TASA submitted the account settlements, which were then contested by the national government on behalf of the dissolved ENTel. Since then, a series of settlement submissions and cross-objections between the parties ensued, along with the intervention of a court-appointed accounting expert. Following several judicial decisions, the presiding judge rejected TASA’s objections to the settlements presented by the national government and adopted the calculations made by ENTel and the court-appointed expert. Although this decision was appealed, the Court of Appeals dismissed the appeal in October 2017, largely upholding the settlements submitted by ENTel and the court-appointed expert but also ordering ENTel to recalculate interest. Specifically, the Court’s resolution accepted certain claims raised by TASA and ordered the application of a “judicial” interest rate (the average passive rate of the Central Bank of Argentina), which included a daily capitalization component, rather than the 8% simple annual interest rate set in the privatization terms (which had even been used by the court-appointed expert and ENTel in their calculations). The Court of Appeals decision exhausted all ordinary legal remedies available, for which TASA filed an extraordinary appeal, which was rejected in November 2017. TASA has filed a petition in error (recurso de queja) with the Supreme Court of Justice of the Nation, which remains unresolved as of the date hereof. This appeal did not automatically suspend potential enforcement by ENTel, and on February 22, 2018, ENTel submitted a new calculation of principal and interest upon request of the judge. However, in April 2018 the presiding judge suspended further proceedings, ordering that the case await the Supreme Court’s decision on the petition in error.

 

In response, the national government filed an appeal, which was resolved by the Court of Appeals in November 2018 by upholding the appeal and instructing the lower court judge to rule on the approval of the settlement submitted by the plaintiff.

 

Following this decision, in December 2018 TASA filed a Federal Extraordinary Appeal, which was declared inadmissible by the Court of Appeals in February 2019. As a result of this, on February 27, 2019 TASA filed a new petition in error with the Supreme Court of Justice of the Nation, which did not suspend the enforcement proceedings.

 

On March 26, 2019, the lower court judge finally resolved to approve ENTel’s settlement calculation, amounting to 1,689,367,880.11 pesos. TASA appealed this decision, to have the Court of Appeals review this decision, but the appeal was rejected on October 8, 2019. On October 23, 2019, TASA filed a Federal Extraordinary Appeal, which was later rejected, prompting TASA to file another petition in error with the CSJN, which remains unresolved. In September 2020, ENTel submitted a request to the court for an updated settlement calculation, which, as of August 31, 2020, amounted to 3,445 million pesos.

 

In December 2020, TASA proposed a joint settlement calculation with ENTel and a structured payment plan in installments, adjusted according to the interest rate set by the court. As ENTel rejected TASA’s proposal and then filed an application for enforcement on the basis of the settlement made at values as of February 1, 2018, totaling 1,689 million pesos, on December 29, 2020, TASA, without withdrawing the petitions in error that have not yet been resolved by the Supreme Court, deposited such amount in the account specified by ENTel for that purpose and submitted the relevant deposit slip.

 

On March 11, 2021, TASA calculated the outstanding amounts as of that date and transferred the amount of 156 million pesos to ENTel. ENTel contested this settlement, but on April 15, 2021 the Court of First Instance approved TASA’s calculation. However, this decision was overturned by the Court of Appeals on October 7, 2021, which rejected TASA’s objections and approved ENTel’s supplementary interest settlement of 1,872 million pesos as of March 11, 2021, with the court costs of both instances to be borne by TASA.

 

TASA then filed a Federal Extraordinary Appeal against the judgment of the Court of Appeals of October 7, 2021, which has not yet been resolved. Nevertheless, to avoid potential enforcement actions, on December 28, 2021, TASA paid the amount of 2,392 million pesos, covering the outstanding balance owed to ENTel as per the Court of Appeals’ ruling, updated to that date. This payment was made under an express reservation of rights. Later, all pending appeals were dismissed.

 


 

Based on the information available to date, the terms of the judgment of the Court of Appeals, the deposits made on December 29, 2020, March 11, 2021, and December 28, 2021 to pay the principal and interest owed in the litigations, and the subsequent payment of the fees of the professionals involved in the case, TMA maintains a provision of ARS 133 million to cover probable losses relating to court fees.

 

Profit-sharing bonds (“PSB”)

 

Several legal actions have been brought by employees and former employees of TASA, a company now merged with TMA, against the Argentine government and TASA, requesting that Decree No. 395/92, which expressly exempted TASA and Telecom Argentina S.A. from issuing the PSB provided for in Law No. 23,696, be declared unconstitutional. The plaintiffs have also claimed compensation for the alleged damages they have suffered because such bonds have not been issued.

 

In August 2008, the Supreme Court of Justice of the Nation, in the case "Gentini, Jorge v. NATIONAL GOVERNMENT", by a majority vote, ruled Decree No. 395/92, which set forth that TASA was not under the obligation to issue the PSB established in Law No. 23,696 unconstitutional, and upheld the claim of the 20 plaintiffs for damages. The Supreme Court ruled that the judges of a lower court, in this case, the National Court of Appeals on Labor Matters, should determine the nature and extent of the liability of each defendant, namely, the National Government and TASA. In April 2009, TASA was notified of the ruling by the Court of Appeals, which held TASA jointly and severally liable with the National Government for the amounts calculated by an accounting expert (plus interest and costs), based on 0.5% of TASA’s profits from each fiscal year, to be distributed according to the share interest of each of them according to the guidelines set forth in the relevant Employee Stock Ownership Program. In December 2018, the Supreme Court of Justice of the Nation ruled in favor of the Company regarding the appeal filed by TASA, concerning the use of percentages instead of ratios, as well as the interest rate applied by the accounting expert.

 

However, as of the date hereof there are specific issues on which there have been inconsistent rulings from first and second instances, which must be definitively resolved to determine the criteria for quantifying any potential monetary judgment, including: (i) the profit-sharing percentage, (ii) whether net profits or pre-tax profits should be considered, (iii) the periods during which the right to PSB was in force, (iv) who is eligible to claim, and (v) the effects of TASA’s repurchase of Class C shares in 1998 on the PSC. In this regard, Management is taking into consideration significant judicial decisions to prepare its estimates.

 

In December 2013, the Supreme Court of Justice of the Nation ruled in the case "Domínguez v. Telefónica de Argentina S.A.," establishing that the statute of limitations should begin to run on the date of approval of each annual balance sheet, as it concerns a monetary obligation the breach of which results in recurring damages whenever dividends should have been paid.

 

Following this ruling, on February 14, 2012, the National Court of Appeals on Labor Matters, in full court, decided in the case "Medina, Nilda Beatriz v. Telecom Argentina S.A. and another on worker stock ownership," that "the statute of limitations applicable to claims for workers’ credits established by Section 29 of Law 23,696 is the one provided in Article 4,023 of the Civil Code," meaning that the applicable statute of limitations for such claims is ten years. On the other hand, in the Federal Civil and Commercial jurisdiction, on December 30, 2021, the three chambers of the Federal Civil and Commercial Court unified criteria by issuing a plenary ruling in the case "Altamirano Elio and others v. Ministry of Labor, Employment, and Social Security and other on damages," concerning the applicable statute of limitations for matters relating to profit-sharing bonds. The plenary ruling determined that the applicable statute of limitations is the one set forth in Article 4027, subsection 3, of the Civil Code, i.e., five years, and that this term must be counted from the date of the company’s general meetings approving balance sheets reflecting profits.

 

In February 2014, the Court of Appeals on Civil and Commercial Matters, in the case "Parota v. National State and Telefónica de Argentina S.A.," determined that the amount of PSB should be calculated on the basis of TASA’s taxable income, defining taxable income as the income subject to income tax that the company must pay, which generally means gross revenues, including all revenues obtained during the fiscal year (including contingent or extraordinary income), minus all ordinary and extraordinary expenses accrued during that fiscal year.

 

In June 2015, the Supreme Court, in the case entitled "Ramolino v. Telecom Argentina S.A.," ruled that the benefits granted by Article 29 of Law 23,969 do not apply to employees who joined the licensees after the privatization of ENTel.

 


 

Considering the information available to date and the opinion of the company’s legal counsel regarding the aforementioned premises, TMA has recorded a provision for labor contingencies of approximately 189 million pesos, representing the best estimate of the amount to be disbursed for failure to issue the PSB.

 

However, TMA’s Management considers that the Company is not responsible for the failure to issue the PSB for which it might seek reimbursement from the National Government for any amounts that it may ultimately be required to pay in connection with these claims.

 

“Memofácil” and home maintenance services

 

TASA, a company now merged with TMA, has been individually sued by different consumer associations, in order to have TASA stop charging for the services called “Memofácil” (call answering service) and “Home Maintenance”. They argue that the Memofácil service was promoted as free, with no expiration date, and yet TASA has been charging for the calls made to check messages. Regarding the home maintenance service, the argument is that this service is not mentioned in the contract with customers. The claim also seeks the reimbursement of the amounts charged to the customers for these services

 

TASA's Management believes that there is no legal basis for the Memofácil claim, as the way in which public service agreements are contracted does not allow for the execution thereof, and TASA began charging for the message consultation service in 2006, after prior notification in the invoices and brochures sent to customers. In addition to this, the home maintenance service is based on Decrees No. 62/90 and 2332/90, and both the service and the price increase have been duly explained to customers.

 

TMA and its legal counsel consider that the main issue to be determined is whether the Company is required to enter into written contracts with service users and whether users have given valid consent. Additionally, they must assess whether the information provided to customers was sufficient. Given the early stage of the claim, in the event of a ruling against the evaluation made by Management and its legal counsel, they consider that this could have a significant impact on TMA of approximately 14,018 million pesos. No accounting provision has been recorded in connection with this matter.

 

Labor jurisdiction interest

 

In September 2022, the National Court of Appeals on Labor Matters (CNAT) issued Memorandum No. 2764, establishing the interest rates applicable to ongoing cases without a final judgment. Through this and the subsequent Memorandum No. 2768/22, the CNAT decided to maintain the interest rates set in Memorandums No. 2601/14, 2630/16 and 2658/17, with annual capitalization starting from the service of the claim. This resolution proposed an interest structure for cases without a final ruling and for credits without a specific legal regime. However, the annual capitalization resulted in disproportionate and unreasonable results, leading to multiple challenges before the Supreme Court of Justice of the Nation (CSJN) by the obligors.

 

Upon this situation, on February 29, 2024, the CSJN ruled that the periodic capitalization set forth in Memorandum No. 2764 lacked legal grounds under the Civil and Commercial Code of the Nation. In particular, Article 770 of such code prohibits anatocism (interest capitalization), except in the exceptions expressly provided for.

 

Following this ruling, the CNAT issued Memorandums No. 2783 and No. 2784, proposing a new interest calculation structure. However, they were disallowed by a new ruling of the CSJN. Finally, on August 21, 2024, the CNAT issued Memorandum No. 2788, setting aside the recommendations of the previous memorandums.

 

Subsequently, the different chambers of the CNAT started to adopt new criteria, consolidating a majority position that declared Laws 23.928 and 25.561 unconstitutional, and implementing the Consumer Price Index (CPI) plus a pure interest rate of 3% p.a.

 

Based on these events, and in collaboration with external counsel, the Company decided to implement a new calculation method starting in September 2024 in all jurisdictions. This change involves recalculating interest based on the criteria of the Bases Law, applying the CPI from the credit's origin date plus an interest rate of 3% p.a. In addition, new jurisdictions have been incorporated for updating labor-related claims.

 

The recalculation of provisions based on these parameters is deemed sufficient in connection with the liabilities recorded to date.

 


 

Second due date of invoices

 

In 2009, the association Consumidores Financieros Asociación Civil para su Defensa (a consumer association) filed a claim against TASA, a company now merged with TMA, and Telecom Argentina S.A., claiming (i) to limit the collection of interest in cases of payment arrears for billed services, instead of maintaining the generic 10-day period; (ii) to apply the passive deposit rate of the Argentine Central Bank, stating that the active rate is inappropriate; (iii) to reimburse late payment charges to the affected consumers; (iv) to verify the possible existence of calculation errors leading the defendants to require excessive payments; and (v) to apply the fine set forth in Section 52 bis of Law 24.240.

 

TASA argues that this is a charge or surcharge for late payment, similar to a default interest or penalty clause for non-compliance, as referenced in Decree No. 2332/90 and as outlined in Decree No. 1246/75.

 

On December 22, 2023, the first-instance ruling was issued rejecting the claim, with the plaintiff paying court costs. The decision was appealed by the plaintiff, and on August 29, 2024, the Court of Appeals overturned the first-instance ruling upholding the claim. Upon this, the Company filed an extraordinary appeal, which was rejected by the court, for which it filed a petition in error with the Supreme Court of Justice of the Nation.

 

TMA’s Management and its legal advisors believe they have solid arguments to support their position, but in the event of a final judgment contrary to the evaluation made by them, they consider that it could have a significant impact on the Company, of approximately 2,266 million pesos.

 

VAS BT (value added services of the basic telephone service) subscription

 

In 2014, the NGO Centro de Orientación, Defensa y Educación del Consumidor (a consumer protection organization, “CODEC”) filed a class action against TASA, a company now merged with TMA, seeking to declare null and void and cease all charges made based on account of the VAS BT Subscription, and requesting reimbursement to all consumers who have not expressly requested it, plus interest, the fine under Section 29 of the RGCSBT (Regulations for Basic Telephone Services), and the civil fine under Section 52 bis of the Consumer Protection Law.

 

CODEC's claim is based on the argument that such subscription has not been expressly requested by users, unless TASA can prove it has validly obtained their consent before starting to charge such amounts.

 

TASA based it defense on the price freedom applicable to VAS, which is an value-added service additional to basic telephone services, non-public and competitive, more beneficial for the user, which was notified to customers before it started to be charged, and on the fact that there have not been any complaints in respect thereof. It was also stated that a similar complaint had been filed with the regulatory authority (the “ENACOM”) by the Ombudsman against TASA, where the cease and reimbursements of VAS charges had been ordered.

 

In August 2023, the Judge issued an unfavorable ruling for TASA, upholding most of CODEC's claims. This decision was appealed by TASA based on the above referred defenses and the opinion issued by ENACOM's Legal Affairs Department of 2019, in the administrative file relating to such complaint, which concluded that TASA did not breach the General Tariff Structure ("EGT") and that the claim should be rejected.

 

On November 7, 2024, the Court of Appeals confirmed the first-instance ruling. The Company filed an extraordinary appeal.

 

TMA’s Management and legal counsel believe that the Company has solid arguments to continue defending its position. However, given that the first-instance ruling has been unfavorable to TMA, there is a possibility of costs arising from this litigation, particularly regarding a potential increase in the civil fine due to the amendment of Section 47, sub-section b) of Law 24,240 of December 1, 2022. The amounts involved in this litigation as of December 31, 2024 amount to 10,878 million pesos, according to the first-instance ruling.

 

Other claims from customer associations

 

In addition to the above-mentioned claims, TMA is subject to other claims filed by several customer associations. Although the Company has not made any provisions for these claims, TMA may ultimately be liable to pay the full or a substantial part of the amount claimed by the plaintiffs. However, as of the date hereof there is no further information on these claims, nor a final resolution thereof, for which it is not possible to make a more precise estimate of these cases.

 


 

16. Risk Management Policy

 

TMA is exposed to various financial market risks in the ordinary course of its business operations. The main market risks affecting TMA are:

 

· Liquidity risk: TMA is exposed to liquidity risk if there is a mismatch between the need for funds (including operating and financial expenses and investments) and the sources of funding (including revenues, divestitures, credit facilities from financial institutions and financing instruments from related parties, including capital contributions). The cost of raising funds is also affected by the financial conditions in Argentina.

 

· Exchange rate risk: TMA is exposed to exchange rate risk because its functional currency is the peso and the value of financial assets and liabilities in currencies other than TMA's functional currency is subject to variations resulting from fluctuations in exchange rates.

 

· Credit risk: TMA is exposed to the possibility that a third party may not comply with its contractual obligations, which could adversely affect TMA's results of operations.

 

Liquidity Risk

 

TMA's general financial policy is to manage liquidity to ensure that the necessary funds to cover future obligations are available through funds from operations and, occasionally, financing from related parties or third parties. TMA's Management believes that any future negative working capital will continue to be reasonably financed by suppliers or financial institutions, or eventually by Telefónca’s related parties.

 

Exchange Rate Risk

 

TMA actively manages the exchange rate risk through the use of financial assets to minimize such risks and optimize TMA's financial cost. In this way, the Company seeks to protect its solvency and financial results. The Company may engage in exchange rate hedging for highly probable future foreign currency transactions to prevent tge potential adverse effects that exchange rate movements may have on its financial exposure.

 

For fiscal year ended December 31, 2024, no currency hedging transactions with derivative contracts have been made.

 

The following table shows the foreign currency balances as of December 31, 2024 and 2023:

 

    Amounts in foreign currency     Amounts in Pesos  
    12/31/2024     12/31/2023     12/31/2024     12/31/2023  
Assets (*)                                
Euro     14,770,739       12,947,012       15,851,669,065       13,894,480,812  
U.S. dollars     333,504,108       324,397,244       344,342,991,510       334,940,154,430  
Other currencies     10,036       10,036       13,513,617       23,706,456  
Liabilities (**)                                
Euro     37,674,934       41,668,953       40,432,004,508       44,718,307,815  
U.S. dollars     254,232,596       260,057,078       262,495,155,370       268,508,933,035  
Other currencies     -       26,219       -       61,932,163  
Net                                
Euro     (22,904,195 )     (28,721,941 )     (24,580,335,443 )     (30,823,827,003 )
U.S. dollars     79,271,512       64,340,166       81,847,836,140       66,431,221,395  
Other currencies     10,036       (16,183 )     13,513,617       (38,225,707 )

 

  (*) See Note 13 a) for information on the principal types of financial assets in foreign currency for the different periods.

  (**) See Note 13 b) for information on the principal types of financial liabilities in foreign currency for the different periods.

 

Credit Risk

 

Credit risk arises from the possibility of TMA incurring losses due to difficulties in collecting its receivables for services provided to customers and for the sale of handsets and cards that have been previously activated for the distribution network.

 


 

Credit risk in connection with accounts receivable is diversified and mitigated through strict control of the customer base. TMA constantly monitors the level of accounts receivable arising from postpaid services and limits the risk of bad debt by disconnecting lines with overdue accounts. The mobile customer base also uses the prepaid system, which requires the purchase of credit in advance and, therefore, does not present credit risk.

 

The credit risk associated with mobile handsets and prepaid services in the distribution network, as well as the sale of financed handsets to retailers, is managed through a conservative credit granting policy. This includes the use of modern credit rating methods, requiring guarantees, and consulting commercial databases.

 

TMA is also exposed to credit risk arising from its short-term financial investments. To manage this risk, TMA monitors the credit limits granted to each counterparty and diversifies this exposure among top-tier financial institutions in accordance with the current credit policies of financial counterparties.

 

The follows a detail of the financial results recognized in 2024 and 2023:

 

    2024     2023  
Interest income     121,018,571,104       260,717,187,368  
Financial income     121,018,571,104       260,717,187,368  
Interest expense     99,405,705,472       27,877,202,578  
Interests and other charges related to provisions (Note 15)     158,491,286,263       164,684,239,812  
Financial expense     257,896,991,735       192,561,442,390  
Net financial result excluding exchange differences and currency adjustment for RECPAM     (136,878,420,631 )     68,155,744,978  

 

17. Taxation

 

The Company individually files an income tax return in accordance with the Argentine tax legislation.

 

The legal tax rate applicable as of the 2021 period consists of a progressive scale, with amounts adjusted annually starting on January 1, 2022, based on the annual variation of the Consumer Price Index (CPI) published by the INDEC. The scale in effect for fiscal year 2024 is as follows:

 

Accumulated net taxable income                    
More than $     To $     Pay $     Plus %     Over the excess of $  
  -       34,703,523.08       -       25 %     -  
  34,703,523.08       347,035,230.79       8,675,880.77       30 %     34,703,523.08  
  347,035,230.79       Onwards       102,375,393.08       35 %     347,035,230.79  

 

Additionally, the Tax Reform Law enacted at the end of 2017 imposed a tax on dividends paid by an Argentine entity to individuals and foreign beneficiaries which, following the amendments introduced by the Social Solidarity and Productive Reactivation Laws and Law No. 27.630, the maintains the 7% tax rate for the period 2020 and onwards. In addition, the 2017 reform repealed the equalization tax in respect of profits generated from 2018 onwards, which imposed a 35% withholding tax on dividend distributions exceeding accumulated taxable income.

 

Based on an analysis of the implications of the ruling of the Supreme Court of Justice of the Nation (CSJN) in the leading case Candy S.A. and the numerous related rulings derived therefrom, TASA, a company now merged with TMA, filed a claim against the AFIP challenging the agency’s decision to deny TASA’s request to apply the tax inflation adjustment and deduct the updated depreciation and amortization charges for fiscal years 2008 to and including 2014.

 

Between 2016 and 2019, the First and Second Instance Courts ruled in favor of TASA’s claims, ordering the AFIP to reimburse TASA for the amounts of 2008-2009 and 2010, plus the corresponding interest.

 

As a result of these favorable rulings, from fiscal year 2015 to fiscal year 2019, TASA began applying the tax inflation adjustment and deducting in its tax returns the updated amortization charges and the write-off costs of PP&E and intangible assets and filed declaratory actions of unconstitutionality with the Federal Court of Administrative Litigation Matters for each of the indicated years, independently from any administrative and/or judicial appeals arising from tax audit processes commenced by the AFIP.

 


 

 

Finally, in 2022, the CSJN issued a favorable ruling for TASA concerning fiscal periods 2008-2009, 2010, and 2015. Additionally, cases relating to the periods 2011-2012, 2013, and 2017 also have final and firm rulings in favor of the Company. Cases relating to the remaining fiscal periods are at different procedural stages, with favorable first and second-instance rulings for fiscal period 2016, whereas in the case of fiscal period 2018, the First Instance Court rejected the declaratory action of certainty, which decision has been appealed by the Company to the National Court of Appeals.

 

On the other hand, TMA and its legal counsel have analyzed the implications of the CSJN ruling in the Candy S.A. leading case and the numerous related rulings derived therefrom, particularly the court’s favorable rulings for TASA regarding the recognition of the different inflation-adjustment mechanisms for income tax determination in different fiscal periods. As a result, the tax returns for fiscal periods 2019 to 2023 include the deduction of updated amortization installments and the write-off costs of PP&E and intangible assets acquired before fiscal period 2018. As of the date of issuance of these Financial Statements, the Company has filed Declaratory Actions of Unconstitutionality with the Federal Court on Administrative Litigation Matters for fiscal periods 2019 to and including 2023, to judicially validate this criterion. These actions are at different procedural stages and are pending resolution by the respective first-instance courts.

 

The Company’s Management and legal counsel believe that the Company has solid arguments to support the criteria applied in the periods indicated.

 

Finally, the tax provision for fiscal year ended December 31, 2024 does not include the effect of updated amortization charges or the write-off costs of assets prior to January 1, 2018, nor does it include an adjustment of the computable tax loss. This is due to the fact that no determined tax liability is estimated, and therefore the confiscatory requirement is not met on the terms of the above-mentioned the Candy S.A. and TASA leading case.

 

Deferred Income Tax Movement

 

Movements of the deferred income tax for fiscal years ended December 31, 2024 and 2023 are as follows:

 

    Deferred income tax
assets /(liabilities)
 
Balance as of December 31, 2023     (356,157,946,586 )
Additions     538,168,190,025  
Of which: included in other comprehensive income     8,724,256,134  
Deductions     (26,825,002,721 )
Balance as of December 31, 2024     155,185,240,718  

 

    Deferred income tax
liabilities
 
Balance as of December 31, 2022     (398,911,149,297 )
Additions     (9,570,821,790 )
Of which: included in other comprehensive income     (9,570,821,790 )
Deductions     52,324,024,501  
Balance as of December 31, 2023     (356,157,946,586 )

 

Estimated Realization of Deferred Income Tax Assets and Liabilities

 

The estimated realization of the deferred income tax assets and liabilities recognized in the statement of financial position as of December 31, 2024, is as follows:

 

Balance as of December 31, 2024

 

    Total     Less than 1 year     More than 1 year  
Deferred income tax assets     155,185,240,718       80,318,785,867       74,866,454,851  

 

 


 

Temporary Differences

 

There follows a detail of the deferred income tax assets and liabilities relating to temporary differences recognized as of December 31, 2024, and 2023:

 

    12/31/2024     12/31/2023  
PP&E     88,942,622,913       -  
Provisions     82,242,078,281       101,994,098,164  
Inventories and trade receivables     23,652,362,089       15,950,908,516  
Leases     -       2,882,100,018  
Tax loss     5,616,294,599       -  
Other     11,126,137,143       -  
Total deferred income tax assets relating to temporary differences     211,579,495,025       120,827,106,698  
PP&E     -       (238,152,144,406 )
Intangibles     (13,947,169,955 )     (188,027,053,474 )
Leases     (2,289,078,980 )     -  
Other assets     (40,040,082,017 )     (48,772,896,714 )
Other     (117,923,355 )     (2,032,958,690 )
Total deferred income tax liabilities relating to temporary differences     (56,394,254,307 )     (476,985,053,284 )
Total deferred income tax assets/(liabilities) recognized in the individual statement of financial position     155,185,240,718       (356,157,946,586 )

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets with current tax liabilities and deferred income tax when they relate to taxes of the same taxed entity levied by the same taxing authority.

 

In March 2024, based on TMA's tax projections for fiscal year 2024 and subsequent fiscal years, the deferred asset arising from TASA’s tax loss was recorded, amounting to 95,316,100,583 pesos.

 

There follows a detail of tax loss carryforwards as of December 31, 2024:

 

Generated on fiscal year     Cumulative tax loss     Tax carryforward expiration
year
 
  2023       16,046,555,997       2028  
  Total       16,046,555,997          

 

Reconciliation Between Accounting Profit/(Loss) and Accrued Tax Expense

 

The reconciliation between the pre-tax accounting result and the income tax expense for fiscal years ended December 31, 2024, and 2023, is as follows:

 

    2024     2023  
Pre-tax accounting result     (1,463,151,110,514 )     (262,083,834,491 )
Income tax expense at the country’s statutory rate     (512,102,888,680 )     (91,729,342,072 )
Permanent differences arising from inflation adjustment     41,124,323,138       55,882,530,080  
Other permanent differences     507,336,636       42,445,133,702  
Recognition of tax losses of TASA for prior years     (32,441,297,320 )     -  
Variation in deferred income tax expense due to a change in tax rate     -       (17,128,353 )
Income tax (benefit) expense     (502,912,526,226 )     6,581,193,357  
Current tax (recovery) / expense     (293,595,056 )     58,905,217,858  
Deferred income tax (recovery)     (502,618,931,170 )     (52,324,024,501 )
Income tax (benefit) expense     (502,912,526,226 )     6,581,193,357  

 

 


 

Tax Credits and Debts

 

Current balances of tax credits and debts as of December 31, 2024 and 2023 are as follows:

 

    12/31/2024     12/31/2023  
Tax debts                
Income tax payable     -       18,030,035,821  
Value added tax payable     32,971,945,817       28,582,591,812  
Social security payable     19,432,890,365       20,154,022,968  
Municipal taxes payable     4,906,730,658       9,199,014,781  
Regulatory taxes payable     43,372,191,207       23,212,464,132  
Other     -       8,497,511,542  
Total     100,683,758,047       107,675,641,056  

 

    12/31/2024     12/31/2023  
    Current     Non-current     Current     Non-current  
Tax credits                                
Turnover tax – credit balance     4,122,812,512       -       -       -  
Income tax – credit balance     12,634,055,820       3,799,321,693       -       4,345,787,443  
Other     28,168,430       -       865,367       -  
Total     16,785,036,762       3,799,321,693       865,367       4,345,787,443  

 

Tax on Deposits to and Withdrawals from Bank Accounts

 

In accordance with Law No. 25,413, the Company is subject to the tax on deposits to and withdrawals from bank accounts. Since its implementation, this tax has functioned as a payment on account of other taxes, and under current regulations, 33% of the amounts withheld under this tax can be used as a credit against the Income Tax. It is important to note that if a credit balance results from the application of this tax on bank debits and credits, it will not be freely available but can only be used against the income tax of future periods.

 

Due to the financial context of TASA, a company now merged with TMA, and its future tax projections, during fiscal years 2021, 2022, and 2023, TASA had decided to expense the entire credit generated by the tax on bank debits and credits, amounting to a total of 2,199,055,008 pesos. In the context of the merger (Notes 2 and 22), TMA, based on its tax projections, decided to re-recognize the aforementioned credit.

 

18. Income and Expense

 

Income

 

There follows a breakdown of Income:

 

    2024     2023  
Service revenues     2,210,602,968,457       2,125,334,138,162  
Mobile     1,467,272,596,967       1,371,183,072,672  
Fixed     743,330,371,490       754,151,065,490  
Handset sales     296,210,245,771       396,713,229,113  
Rental income     4,568,237,498       5,596,579,762  
Total     2,511,381,451,726       2,527,643,947,037  

 

No customer accounts for more than 10% of annual income for fiscal years 2024 and 2023.

 

Other Income

 

There follows a breakdown of Other income:

 

    2024     2023  
Penalties for breach of contract     1,315,503,568       2,289,702,134  
Income for the sale of other assets     -       6,926,775,079  
Income for the sale of scrap material and others     9,036,683,861       20,991,510,330  
Total     10,352,187,429       30,207,987,543  

 

 


 

Impairment Loss

 

There follows a breakdown of Impairment loss for fiscal years ended December 31, 2024 and 2023:

 

    2024     2023  
Impairment loss on PP&E (Note 6)     899,909,088,533       -  
Impairment loss on Intangibles (Note 4)     467,854,521,518       -  
Total     1,367,763,610,051       -  

 

Supplies

 

There follows a breakdown of Supplies for fiscal years ended December 31, 2024 and 2023:

 

    2024     2023  
Leases and expenses     1,767,582,442       3,223,424,924  
Telephone service and Access charges     203,117,243,995       227,843,555,681  
Charge/ Recovery of impairment and low turnover provision     270,810,478       (1,388,777,835 )
Cost of goods sold     162,825,819,658       247,769,294,036  
Other supplies     129,594,373,259       135,477,522,600  
Total     497,575,829,832       612,925,019,406  

 

Employee benefit expenses and severance payments

 

The follows a breakdown of Employee expenses for fiscal years ended December 31, 2024 and 2023:

 

    2024     2023  
Salaries and social security charges     506,450,278,967       565,564,852,399  
Other employee expenses     100,611,348,885       214,698,472,737  
Total     607,061,627,852       780,263,325,136  

 

Other Expenses

 

There follows a breakdown of Other expenses for fiscal years ended December 31, 2024 and 2023:

 

    2024     2023  
Short-term or low value leases     36,478,499,102       28,717,341,219  
Other external services     735,079,323,444       718,955,560,674  
Taxes, fees and contributions     243,651,089,152       249,193,517,801  
Other operating expenses     65,027,473,708       47,976,683,408  
Total     1,080,236,385,406       1,044,843,103,102  

 

In 2024, other external services mainly included: (i) expenses relating to commissions paid o financial institutions, sales agents and call centers amounting to 162,070,254,292 (155,642,586,342 in 2023); (ii) maintenance and repair costs totaling 158,201,102,313 (159,015,448,059 in 2023), and (iii) professional fees and payments for external services amounting to 157,678,999,402 (235,209,226,252 in 2023).

 

Other operating expenses mainly include trademark licenses, management assistance and licenses for digital products and services (Note 10).

 

Payment Estimate

 

The estimated payments relating to future obligations in connection with short-term or low-value leases and purchase commitments (which cannot be canceled without a penalty charges) are detailed below:

 

12/31/2024   Total     Less than 1 year     From 1 to 3
years
    From 3 to 5
years
    More than 5
years
 
Short-term or low value leases (1)     40,294,153       40,294,153       -       -       -  
Hiring and purchase commitments     41,067,608,148       13,850,937,031       19,361,639,002       7,591,061,231       263,970,884  

 

(1) This item includes final payments (non-cancelable without a penalty charges). Operating lease commitments, in some cases, may be extended.

 

 


 

Depreciation and Amortization

 

There follows a breakdown of the income statement item Depreciation and amortization:

 

    2024     2023  
Amortization of intangibles (Note 4)     67,654,832,345       61,625,080,647  
Depreciation of PP&E (Note 6)     279,120,609,387       350,519,991,758  
Depreciation of rights-of-use assets (Note 7)     78,179,033,988       77,603,680,538  
Depreciation of investment properties (Note 8 a)     2,703,695,157       2,419,360,915  
Total     427,658,170,877       492,168,113,858  

 

19. Other Information

 

Share-based Payment Plans

 

As of December 31, 2024 and 2023, certain employees were covered by share-based compensation plans approved by TSA’s Board of Directors, provided certain objectives of the Telefónica Group are met and the employee is on the payroll at the time of delivery thereof. At the end of fiscal years ended December 31, 2024, and 2023, TMA maintained a liability relating to these share-based compensation plans amounting to 3,873 million pesos and 2,824 million pesos, respectively

 

Environmental Aspects

 

We have an environmental management system (EMS) based on the UNE-ISO 14001:2015 standard, which has been integrated since 2020 with the Occupational Health, Safety and Well-being System based on the ISO 45001:2018 standard. Both systems are validated by an independent external entity. The EMS has been continuously in effect in the Company’s operations since 2009, allowing us to proactively manage potential risks and impacts arising from operations and to ensure regulatory compliance regarding environmental matters. In 2024, the certification of the Integrated Environmental and Labor Management System (SGI) was successfully maintained once again. Environmental protection is essential for sustainable development, and as a company, we have a responsibility to contribute to its conservation.

 

As an organization, TMA is strongly focused on reducing resource consumption and emissions, which is reflected in the definition and monitoring of objectives that form part of its strategic plan. These objectives have been met and continuously challenged every year. Potential environmental risks associated with operations are preventively managed, as well as waste management, prioritizing reuse and recycling whenever possible. TMA works to minimize its environmental impact while also developing services that help mitigate the potential effects of other sectors on the environment.

 

All members of Movistar are encouraged to adopt a responsible environmental behavior and to increase awareness among end customers regarding progress in this area. The company extends environmental management across the entire supply chain by incorporating clauses in contracts with suppliers that include legal requirements and those derived from the organization’s policy. Additionally, communication and awareness campaigns, training programs, audits, and other initiatives are carried out for all stakeholders.

 

Measurements of Non-Ionizing Radiations (NIR) conducted at our base stations remain below the legally permitted limits. All handsets and equipment offered by Movistar comply with the internationally accepted Specific Absorption Rate (SAR) and are locally approved by the relevant authorities.

 

Current scientific research indicates that there are no adverse health effects as long as exposure to radiofrequency electromagnetic fields remains below the levels set forth in the regulations in force.

 

 


 

Main Regulatory Matters and Licenses of TMA

 

The following tables list the authorizations as of December 31, 2024 for spectrum use for mobile services and other selected applications in Argentina.

 

Frequency   Bandwidth (MHz)   Expiration Date
700 MHz   20   2033 (1)
850 MHz (AMBA)   30   Indefinite
850 MHz (Sur)   25   Indefinite
1,9 GHz (AMBA)   20   Indefinite
1,9 GHz (Norte)   50   Indefinite
1,9 GHz (Sur)   25   Indefinite
1,7 GHz / 2,1 GHz   20   2033 (1)
2,6 GHz   30   2034 (2)
3,5 GHz   50   2043 (3)

 

(1) According to Resolution No. 518/2018 of the Ministry of Modernization, the 15-year term for spectrum use authorizations is counted asfrom February 27, 2018.
(2) The spectrum use authorizations have a duration of 15 years, starting from the date when the frequencies become available in the city of Buenos Aires and 13 additional locations, including (i) 15 provincial capitals and (ii) the cities of Mar del Plata, Bahía Blanca, and Rosario.
(3) The spectrum use authorizations have a duration of 20 years, counted as from the award date.

 

Mobile Services

 

In 1996, TMA was granted a license to provide Mobile Telephony Services (“STM”) in Area III (central and southern Argentina). Additionally, in 1999, TMA obtained licenses to provide Personal Communications Services (“PCS”) in Area I (northern Argentina), Area II (Greater Buenos Aires Area (“AMBA”) and its extension), and Area III. Since its establishment, TMA has merged with various companies and has spun off parts of its operations, with the main transactions involving Miniphone S.A., CRM, Compañía de Teléfonos del Plata S.A. (“CTP”), and Radio Servicios S.A. (“RS”). As a result of these mergers, the following licenses were transferred to TMA:

 

a) License to provide Cellular Mobile Radiocommunications Service (“SRMC”) in Area II.

b) License to provide STM in Area III.

c) Additional PCS licenses covering all of Argentina (Areas I, II and III).

d) Licenses to provide SCMA (Mobile Advanced Communications Services) services throughout Argentina.

e) License to provide Radio-electric Service of Concentration of Links (“SRCE”).

 

In 2022, by means of ENACOM Resolution No. 1730/2022, the Company was allocated spectrum channels in the requested locations, in accordance with the terms of the Bidding Terms and Conditions approved by ENACOM Resolution No. 798/2022. In October 2022, a payment of 1,193,850,346 was made for the locations available for use.

 

In 2023, the Company participated in the public auction for the allocation of radio spectrum, in accordance with the terms of ENACOM Resolution No. 1285/2023, which approved the General and Specific Bidding Terms and Conditions for the Allocation of Frequency Bands for the Provision of Reliable and Intelligent Telecommunications Services (STeFI). The purpose of the auction was to allocate lots in the 3,300 MHz – 3,600 MHz frequency band for the provision of Reliable and Intelligent Telecommunications Services (STeFI).

 

On October 24, 2023, the auction for the allocation of lots with frequency bands from 3,300 MHz to 3,600 MHz was held, with a base price of USD 350,000,000 for lots of 100 MHz. On the same day, the ENACOM issued Resolution No. 1473/2023, whereby it registered the STeFI service under TMA’s name and awarded Lot 3B (bands of 3550-3600 MHz) for USD 175,013,000.

 

On November 1, 2023, payment was made in Argentine pesos at the official exchange rate, and a performance bond policy equivalent to 15% of the award value was presented.

 

The spectrum usage period is 20 years, counted as from October 24, 2023. On this date, the term to comply with all deployment obligations in V phases starts to run (Phase I: 12 months; Phase II: 30 months; Phase III: 48 months; Phase IV: 66 months; Phase V: 84 months).

 

Fixed Services

 

As a result of the merger, the Company took possession of the licenses of the absorbed entity, thereby holding unlimited-term licenses for the provision of telecommunications services, including local telephony, national and international long-distance telephony, international telex, national and international data transmission, value-added services, and other telecommunications services. These licenses were granted either through various license agreements with the National Government or through administrative acts by the National Government. In addition, in January 2018, TASA, a company absorbed by TMA, was registered as the holder of the subscription broadcasting service via physical link to provide such services in certain locations, on the terms of Resolution No. 5641/2017.

 

 


 

The Bidding Terms and Conditions (“List of Conditions”) approved by Decree No. 62/90, as amended, and the Transfer Agreement, set forth certain obligations regarding the licenses originally granted to TASA, now merged with TMA, of which the following obligations remain in force:

 

(a) The assets contributed to and used for the provision of the basic voice service may not be sold, assigned or transferred by any means, nor encumbered in any way.

 

(b) The Company must maintain all or a substantial part of the voice service provision, as well as TASA's core business and headquarters in Argentina.

 

(c) Certain service provision objectives must be met, primarily aimed at efficiency, quality, service maintenance and equal access to fixed voice lines for data and value-added service providers.

 

In the event of a serious breach of these obligations, TASA’s license could be revoked after following the procedures established in the List of Conditions. However, revocation would not take place if the Company obtains the prior approval from the regulatory authority. In addition, Decree No. 264/98 established new mandatory and non-mandatory targets for the provision of the basic voice service. According to the Compny’s Management, TMA has complied with all applicable obligations.

 

Since March 1992, in compliance with its specific functions, the National Telecommunications Commission (“CNT”) - later known as the National Communications Commission (“CNC”), and S.C., then the AFTIC and now the ENACOM - has regulated various aspects of basic telephony and other telecommunications services, including the procedures to make claims, contracting regulations, billing and service quality, some of which have been contested by TASA.

 

On September 5, 2000, Decree No. 764/00 was published in the Official Gazette, officially deregulating the telecommunications market. This decree approved the Telecommunications Services Licensing Regulations (amended by Decree No. 681/13 and later replaced by Resolution MM 697-E/2017), Interconnection Regulations (replaced by the Regulations approved by Resolution MM 286/2018), Universal Service Regulations (initially replaced by the regulations approved Decree No. 558/08 and later by the new Regulations approved by ENACOM Resolution No. 2642/16), and Radio Spectrum Administration, Management, and Control Regulations (amended by Decree No. 2426/12).

 

Telecommunications services are subject to the regulations issued by the legislative power and by the agencias of the Executive Branch resulating such activity. Additionally, the Company is subject to national, provincial, and municipal laws and regulations, depending on the jurisdiction. In particular, telecommunications services are regulated, controlled, and supervised by the ENACOM, with the participation of the Department of Trade in certain cases, which enforces and supervises competition regulations through the Comisión Nacional de Defensa de la Compatencia (Antitrust Commission or “CNDC”), and which also enforces and supervises consumer protection regulations.

 

On December 19, 2014, Law No. 27.078 (“Argentina’s Digital Law”) came into effect, declaring the development of ICT and its associated resources to be of public interest, while also establishing and enrusing complete network neutrality.

 

On January 2, 2017, Decree No. 1340/16 was published in the Official Gazette. This decree incorporated ENACOM Resolution No. 5641/2017, which (i) extended the deadline until January 1, 2019, for entities referred to in Section 94 of Argentina’s Digital Law, to provide subscription broadcasting services by physical or radio link in locations with fewer than 80,000 inhabitants or in locations with more than 80,000 inhabitants where the service is exclusively provided by cooperatives, (ii) set forth that in locations not covered by Decree No. 1340/2016, regardless of population size, the entities referred to in Section 94 of Argentina’s Digital Law may offer subscription-based broadcasting services, provided at least one nationwide licensee already serves 700,000 customers. However, in this case, the service may not be sold as an integrated package with other services.

 

Due to ongoing regulatory changes, it is impossible to predict their future impact on TMA’s business and strategic plans. In this regard, by means of Decree No. 798/16 dated June 22, 2016, the Executive Branch instructed the Ministry of Communications to adapt and update the regulations on licensing, interconnection, radio spectrum control and number portability within a term of 90 days.

 

 


 

In this context, the following resolutions were issued: Resolution MM 697-E/2017, approving the ITC Services Regulations; Resolution MM 286/2018, approving the General Interconnection and Access Regulations; and Resolution MM 203/2018, approving the Number Portability Regulations.

 

Additionally, under ENACOM Resolution No. 94/2018, TASA, now merged with TMA, was registered as the holder of the Subscription Broadcasting Service by Physical Link, to provide such service in the locations specified in Section 2 of such resolution, on the terms of Resolution No. 5641/2017.

 

TMA cannot predict if, in the future, certain draft legislation or new regulatory proposals will become law or become a part of the regulatory framework governing its operations. These potential changes could have varying impacts on the current conditions and framework of the Company’s operations.

 

The Company’s financial statements consider the current and anticipated regulatory effects of regulations issued as of the date of issuance thereof, and the effect of any new regulations that may be implemented will be considered once they are published in their final form and become a part of the regulatory framework applicable to TMA’s business.

 

On May 15, 2023, through Resolution No. 682/2023, the ENACOM approved the Regulations for the Administration, Management and Control of the Radio Spectrum, which establishes the principles, provisions, criteria and procedures that will govern radio spectrum planning, management and control for radiocommunication services and systems, in accordance with Law 27,078, as amended.

 

Universal Service

 

As part of the transition to competition in telecommunications, the National Executive Branch (PEN) issued Decree No. 764/00, approving, among other things, the Universal Service Regulations. As of the date of issuance of these financial statements, TASA, a company now merged with TMA, has submitted monthly affidavits to the ENACOM for the periods from July 2007 to December 2024, estimating the sums corresponding to the aforementioned initial programs, which would result in a receivable from the Fiduciary Fund for such period of approximately 50,162 million pesos. This amount reflects the estimated excess amount that the Company has incurred for the provision of Universal Service programs during such period. The enforcement authority has not yet set the valuation or approval standards for some of these programs. The Company will record this receivable when collected.

 

On December 9, 2008, Resolution S.C. No. 405/08 was issued, setting forth that until the implementation of the Universal Service Fiduciary Fund, telecommunications service providers should deposit in the accounts opened under the terms of Section 1 of Resolution S.C. No. 80/07, an investment contribution equivalent to 1% of the total revenues arising from the provision of the telecommunications services, net of all applicable taxes and fees, without deducting any amounts that may eventually correspond in connection with the performance of Universal Service programs determined by the Regulatory Authority, on the terms of the provisions of Section 2 of Decree No. 558/08 Section Article 6 of the Universal Service Regulations approved by such Decree. The amounts were to be deposited by the relevant due date of the month following the issuance of the Resolution. The obligation was retroactive to the effective date of Decree No. 558/08. Finally, the amounts that telecommunications service providers may eventually be entitled to receive for performing Universal Service programs, whatever their nature, accrued as from the effective date of Decree No. 558/08, would be paid out of the sums deposited in the Universal Service Fiduciary Fund. TASA complied with the monthly obligation until April 2009, including the filing of affidavits to the CNC and has monthly deposited the corresponding amounts on such account in a savings account with Banco de la Nación Argentina, as described above. At the closing of these financial statements, the balance of such savings account is 2,803,185 pesos.

 

At the closing of these financial statements, except for the previously mentioned balances, TMA has no balances in the accounts opened on the terms of Section 1 of Resolution S.C. No. 80/07. However, TMA and its legal counsel believe that this situation cannot be considered a non-compliance that could have a significant adverse impact on TMA’s results of operations or financial condition.

 

It should be considered that Decree No. 558/08 does not provide interpretations contrary to the right of service providers to offset any contribution owed against the sums allocated to the provision of Universal Service programs. On the other hand, Resolution No. 405/08 of the S.C. provides that the deposit must be made without deducting any amounts corresponding to the performance of Universal Service programs. TMA's legal advisors believe that this last Resolution is illegitimate and arbitrary; in this regard, the Company has proceeded to challenge it before the S.C.

 

 


 

On January 16, 2009, Resolution No. 7/09 of the S.C. was published in the Official Gazette, which approved the specimen trust agreement implementing the Universal Service Fiduciary Fund, designating Banco Itaú Buen Ayre S.A. as the administrator of such fund. TASA challenged Section 2 of this Resolution before the S.C. because it repeated the provisions of Resolution S.C. No. 405/08, which required making the relevant deposits without deducting amounts corresponding to Universal Service programs.

 

On April 11, 2011, TASA was notified of Resolution No. 43/11 of the S.C., which set forth that the services claimed by TASA relating to High-Cost Areas did not constitute an Initial Indicative Universal Service Program, or local voice services that could be subsidized, nor another act involving a Universal Service under the terms of Section 2 of Decree No. 558/08. Subsequently, TASA was notified of new resolutions from the S.C. denying the status of Initial Indicative Universal Service Programs to the services provided by TASA, namely: (1) Resolutions No. 53/12 and 54/12, which stated that the services corresponding to (i) Information Service 110 and (ii) Discounts for Retirees, Pensioners, and Family Houses do not constitute Initial Indicative Universal Service Programs under Section 26, Exhibit III of Decree No. 764/00, nor services involving a Universal Service under Section 2 of Decree No. 558/08, respectively; (2) Resolutions No. 59/12, 60/12, and 61/12, setting forth that the services corresponding to (i) Social Public Telephony and Deficient Public Telephony, (ii) Services and Discounts to Public Institutions, and (iii) Services for Hard of Hearing People and Attention of Hard of Hearing Customers, do not constitute Initial Indicative Universal Service Programs under Article 26, Exhibit III of Decree No. 764/00, nor services involving a Universal Service under Article 2 of Decree No. 558/08, respectively; and (3) Resolutions No. 69/12 and 70/12, setting forth that the services corresponding to (i) Discounted Rates for Services with Numbering 0611 and 0612 and (ii) Discounts for Semi-Public Long-Distance Services, do not constitute Initial Indicative Universal Service Programs under Article 26, Exhibit III of Decree No. 764/00, nor services involving a Universal Service under Article 2 of Decree No. 558/08, respectively. In the opinion of TASA's legal counsel, the above listed resolutions are contrary to higher-ranking regulations, mainly Decrees No. 764/00 and 558/08 and the Universal Service Regulations approved by them. Therefore, the legal opinion given to TASA is that these Resolutions are illegitimate and arbitrary, and that same may be challenged through the appropriate legal channels, as provided by Law 19,549 on Administrative Procedures, given that TASA has strong arguments to support such challenges and to obtain a final decision on the substance of the matter, in the sense that the programs reported by TASA constitute Initial Indicative Programs. In this regard, TASA has administratively appealed each of these Resolutions. These reconsideration appeals were rejected by the ENACOM - in its capacity as the successor to the former Secretariat of Communications - and the records were submitted to the higher authorities for resolution of the appeals filed in the alternative. These services represent the total of the credit indicated in the affidavits submitted to the CNC (now ENACOM), as mentioned above.

 

It should be considered that Argentina’s Digital Law specifically introduces new provisions relating to the Universal Service and the Universal Service Fiduciary Fund in Title IV, Chapters I and II. On May 31, 2016, ENACOM Resolution No. 2,642/16 was published in the Official Gazette, which issued new Universal Service Regulations, replacing the regulations approved by Decree No. 558/08. The new Regulations set forth that the ENACOM will review Universal Service programs and the procedure for their allocation, but does not refer to the existing programs at the time of its issuance.

 

On July 3, 2020, the ENACOM issued Resolution No. 721/2020, replacing the Universal Service Regulations approved by ENACOM Resolution No. 2642/2016 by new regulations approved as an exhibit thereto.

 

Although the new Universal Service Regulations replace the regulations approved by Decree No. 558/08, the Decree remains in force regarding the obligation of the Regulatory Authority to determine, in connection to the obligations arising from Decree No. 764/00, those that have been fulfilled and their amounts, as well as those that have not yet been fulfilled, as well as the obligation to determine which services that differ from those established by Decree No. 764/00, provided by the licensees, are Universal Service programs and, consequently, must be recognized and continue to be performed.

 

Prices and Rates

 

Decree No. 764/00 on the deregulation of telecommunications services set forth that service providers may freely set the rates and/or prices of the services provided for objective customer categories, which must be applied in a non-discriminatory manner. However, in the absence of effective competition, historical providers abide by the maximum rates established in the General Tariff Structure. Providers may freely set their rates below the values indicated in the General Tariff Structure. To determine the existence of effective competition, interested historical providers must prove to the Regulatory Authority that one or more other providers of the same service have reached 20% of the total revenues of such service in the local area of the basic voice service in question. Additionally, in the case of national and international long-distance services, it can be considered that there is effective competition if the provider can be selected by dialing among more than two providers offering more than one destination.

 

 


 

For areas and services where effective competition has not been established, rate agreements have established that the maximum pulse rate be expressed in U.S. dollars, also granting TASA, a company now merged with TMA, the right to adjust it on April 1 and October 1 of each year based on the variation of the CPI of the United States of America. However, Public Emergency and Exchange Regime Reform Law No. 25.561, dated January 6, 2002, set forth that in contracts entered into by public administrations under public law regulations, including public service contracts, all indexation clauses based on foreign price indexes and any other indexation mechanisms would become void. This law also stipulated that the prices and rates resulting from such clauses be set in pesos at the exchange rate of one peso per U.S. dollar ($1 = US$1). Furthermore, it authorized the Executive Branch to renegotiate the aforementioned contracts, taking public services into account. This law has been subject to successive extensions since its enactment.

 

On February 15, 2006, TASA and the National Government subscribed a memorandum of understanding ("2006 Memorandum of Understanding"), whereby the parties committed to comply with and maintain the legal conditions set forth in the Transfer Agreement and the regulations in force as of that date. Thirty days after the Public Hearing to discuss the 2006 Memorandum of Understanding, which was held on April 28, 2006, both TASA and its shareholders had to suspend, for a period of 210 business days, all claims, appeals and complaints filed or pending, whether of an administrative, arbitrat or judicial nature, both in the country or abroad, that were based on or related to the emergency events or measures provided for in Law No. 25.561 concerning the Transfer Agreement and TASA's license. Accordingly, TASA and its shareholders timely submitted the suspension requests referred to in the 2006 Memorandum of Understanding, followed by successive extensions, the last of which expired on April 6, 2009. Upon its expiration, TASA, its shareholders and the Argentine Government expressed their intention to negotiate the terms of the next steps to be taken. In this regard, TSA and the Argentine Government by mutual consent requested the International Centre for Settlement of Investment Disputes ("ICSID") Tribunal to conclude the arbitration proceeding initiated by TSA, which the Tribunal did on September 24, 2009. The conclusion of the arbitration proceeding does not amount to TSA or the Argentine Government’s waiving any of their rights.

 

In the 2006 Memorandum of Understanding, it was stated that, in order to ensure the necessary predictability in the telecommunications sector and considering the expertise and experience provided by sector companies, the Executive Branch committed to use its best efforts to consolidate an adequate and homogeneous regulatory framework that, based on the legal and technical aspects that constitute the industry's pillars, complements and strengthens the applicable regulations.

 

Within this framework, and following the enactment of the Argentina’s Digital Law (as amended and regulated), which introduced changes to the pricing and tariff regime, TASA proceeded to adjust the subscription fees for basic voice services starting in 2016.

 

In addition, regarding prices and rates, Resolution No. 286/2018 approved new General Interconnection and Access Regulations, which, among other things, put an end to the regime set forth by Resolutions No. 157/1997 and 263/1997 of the former Secretariat of Communications, i.e. the "Calling Party Pays" (CPP) or "Mobile Party Pays" (MPP) modalities under which mobile service providers offered their services. In turn, TASA established a specific charge for calls originating from the basic telephone service to the mobile communications service.

 

During the years 2020 and 2021, the Executive Branch issued several Emergency Decrees (DNU) that had an impact on the Company.

 

In this regard, on March 25, 2020, Decree No. 311/2020 was published, setting forth that providers of fixed or mobile telephony, internet, and cable television, whether by radio or satellite link, could not suspend or cut off services to economically vulnerable customers in case of late or non-payment of up to three invoices, later extended to seven. It also set forth the obligation to provide a reduced service for that group of customers and a prepaid service with free features. Additionally, it required providers to offer payment facility plans and not to charge late payment interest.

 

On February 27, 2021, the ENACOM, by means of Resolution 221/2021, established a new sanctioning regime under which cases initiated after its effective date would be subject to it. This regime sets fines significantly higher than those of the previous system. The Company will challenge this regime in court based on the concepts of process of cognizance and precautionary measure, if sanctioned under the new provisions.

 

Regarding pricing, on August 22, 2020, the Executive Branch issued Emergency Decree No. 690/2020, amending Section 48 of Argentina’s Digital Law and incorporating provisions setting forth that the prices of essential and strategic ICT public services in competition, those provided under the Universal Service, and those determined by the enforcement authority for public interest reasons would be regulated by such law.

 

 


 

 

It should be noted that Emergency Decree No. 690/2020 also reinstated Section 15 of Argentina’s Digital Law, which had been removed by Emergency Decree No. 267/2020, stating that Information and Communication Technology (ICT) Services and the access to telecommunications networks for and among ICT service licensees qualify as essential and strategic public services in competition. The enforcement authority shall ensure their effective availability. Section 54 also classified mobile telephony services as a public services, determining that the prices thereof will be regulated by the enforcement authority.

 

Additionally, Section 4 of DNU 690/2020 suspended any increase or modification in the prices set or announced on or after July 31, 2020 and until December 31, 2020.

 

Finally, on December 21, 2020, the ENACOM issued Resolution No. 1,466/20, authorizing a price increase for retail customers of up to five percent in January 2021. Subsequently, Resolution No. 203/2021 authorized an increase of 7.5% in February 2021 and up to 2.5% as from March 1 for Mobile Communications Service (SCM) licensees, while Resolution No. 204/2021 allowed Fixed Telephony Service (STF) licensees to increase their retail prices by up to 5% in March 2021. All price increases or adjustments made to date have been duly and timely notified to the ENACOM.

 

All these measures have had, and are expected to continue having, negative impacts on TASA, for which several administrative and legal actions have been brought.

 

On March 10, 2021, Federal Court No. 1 of Córdoba granted the preliminary injunction requested by CATRIE TELEVISORA COLOR S.R.L. in the case "CATRIE TELEVISORA COLOR S.R.L. v. NATIONAL GOVERNMENT AND OTHER on DECLARATORY ACTION OF UNCONSTITUTIONALITY," ordering that "the requested preliminary injunction be granted, meaning the suspension of the application and enforcement of Emergency Decree No. 690/2020, as well as all measures adopted as a result or on the basis thereof, requiring the Executive Branch and the ENACOM to abstain from issuing or pursuing any subsequent measures based on such decree, until a final court decision is rendered." The Argentine Cable Television Association (ATVC) requested joint litigation and the extension of the preliminary injunction issued in favor of CATRIE TELEVISORA COLOR S.R.L. to all licensees of ICT services collectively represented by ATVC, which was granted on March 30, 2021.

 

TMA and TASA started a judicial nullity process against Emergency Decree No. 690/2020, which was filed with Federal Court on Administrative Litigation Matters No. 5 and entitled "TELEFONICA MOVILES ARGENTINA SA AND OTHER v. NATIONAL GOVERNMENT AND OTHER on COGNIZANCE PROCESS," also requesting the issuance of a preliminary injunction ordering the immediate suspension of its effects.

 

On September 7, 2021, the first-instance judge denied the preliminary injunction, for reasons such as the failure to prove the verisimilitude of the right claimed with the degree of evidence required for the requested relief or that the unconstitutionality challenge of Law 26,122 (Legal Regime of Emergency Decrees) exceeded the scope of a precautionary measure. This ruling was subsequently appealed by the plaintiffs.

 

On December 17, 2021, Chamber I of the National Court of Appeals overturned the first-instance ruling, granted the requested preliminary injunction, and accordingly, ordered the suspension of the effects of Sections 1, 2, 3, 5, and 6 of Emergency Decree No. 690/2020 and ENACOM Resolutions 1466/2020, 203/2021 and 204/2021 for six months or until a final ruling was issued, whichever occurred first. This measure was extended. On December 27, 2022, Federal Court on Administrative Litigation Matters No. 5 once again extended the preliminary injunction of the effects of Emergency Decree No. 690/2020 in favor of TASA for another six months. Finally, on August 2, 2023, the preliminary injunction was extended for an additional six months, and a further extension request is currently pending resolution by the court.

 

Remuneration of Directors, Executive Committee and Other Key Employees

 

TMA has considered the members of the Company's Board of Directors and Executive Committee as key personnel. It should be noted that, under the Argentine legislation, an individualized disclosure of the compensation of the Board of Directors or the Executive Committee is not required, and the Company does not publicly disclose this information.

 

a)             Remuneration of Directors

 

Shareholders determine the compensation of the Board of Directors annually at the Shareholders' Meeting. Those Board members who are not employees of the Company receive a compensation for their responsibilities. However, Board members who are employees of the Company receive a compensation for the roles they perform therein.

 

 


 

In 2024 and 2023, the aggregate compensation paid in the form of attendance fees, salaries and bonuses to both non-employee Board members and TMA’s employees amounted to 1,782,094,308 and 4,632,910,858, respectively.

 

b)             Remuneration of the Executive Committee

 

The total compensation and benefits accrued in 2024 and 2023 for Executive Committee members who are not members of the Board of Directors amounted to 3,294,308,021 and 3,066,722,583, respectively. These amounts include the annual salary and a performance bonus.

 

The criteria for granting and paying the performance bonus vary depending on the activities carried out by different areas. Consequently, the payment of bonuses may differ based on the department and the specific activities performed by each member.

 

c)             Stock Compensation Plans

 

TMA has participated in various compensation plans implemented by Telefónica. These plans are implemented by granting a certain number of Telefónica shares, based on the degree of achievement of the commercial and institutional goals set for the Telefónica Group.

 

The total expense accrued in 2024 for the outstanding shares granted to the Board of Directors and the Executive Committee amounted to 2,858 million pesos.

 

20. Legal Provisions

 

a) Officially Sealed Books

 

TMA has recorded its operations in the general journal using an accounting registration system through optical media, authorized by the IGJ under No. 7,251 on November 7, 2011, which at that time was the regulatory entity of corporations.

 

The Company uses various commercial systems in the process of issuing invoices to customers, with the information subsequently being recorded in the sales subledger.

 

Due to delays in the book legalization process, the details of sales from January to April 2024 are based on the accounting records transcribed into officially sealed books dated after the recorded transactions.

 

b)             Treasury Shares

 

As a result of the merger described in Notes 2 and 22 of these Financial Statements, and due to the share exchange ratio resulting from the such merger, on May 2, 2024, the Company's Shareholders' Meeting resolved to capitalize the comprehensive capital adjustment account as a result of the capital increase derived from the merger with Telefónica de Argentina. Accordingly, the number of treasury book-entry ordinary shares increased from 92 to 261 shares, of $1 nominal amount each.

 

 


 

c) Information required by Section 64, sub-section I, paragraph b) of Law No. 19,550

 

Below there is a breakdown of the item Other expenses for fiscal years ended December 31, 2024 and 2023:

 

2024

 

    TOTAL     Operating
expenses
    Selling expenses     Administration
expenses
 
Leases and expenses     1,767,582,442       946,726,028       -       820,856,414  
Telephone service and access charges     203,117,243,995       203,117,243,995       -       -  
Charge of impairment and low turnover provision     270,810,478       270,810,478       -       -  
Cost of goods sold     162,825,819,658       162,825,819,658       -       -  
Other supplies     129,594,373,259       117,563,149,670       668,135,946       11,363,087,643  
Salaries and social security charges     506,450,278,967       242,904,972,043       184,824,798,736       78,720,508,188  
Other employee expenses     100,611,348,885       17,762,663,324       13,362,699,630       69,485,985,931  
Short-term or low value leases     36,478,499,102       20,258,941,649       11,502,346,954       4,717,210,499  
Fees and compensation for services     157,665,821,129       14,250,716,549       124,446,463,605       18,968,640,975  
Remuneration of directors and supervisory committee     1,795,272,581       -       -       1,795,272,581  
Travel expenses, accommodation and mobility     6,793,667,295       3,411,188,544       1,502,805,039       1,879,673,712  
Maintenance and repairs     158,201,102,313       109,173,680,823       22,622,509,331       26,404,912,159  
Advertising and promotion     41,981,790,706       476,965,536       39,941,443,807       1,563,381,363  
Security and safety     25,469,139,216       13,466,459,204       155,898,139       11,846,781,873  
Training     2,702,798,483       1,280,623,823       982,380,364       439,794,296  
Commissions     162,070,254,292       -       162,070,254,292       -  
Energy and securitization     56,054,756,288       54,948,606,533       -       1,106,149,755  
Transportation     19,923,862,845       1,006,950,163       11,329,529,900       7,587,382,782  
Mail and courier services     1,926,419,395       1,926,419,395       -       -  
Contingencies     5,715,201,674       -       -       5,715,201,674  
Insurances     8,529,566,682       20,288,862       -       8,509,277,820  
Other external services     86,249,670,545       83,175,519,729       1,801,841,018       1,272,309,798  
Bad debt expenses     63,401,887,492       -       63,401,887,492       -  
Taxes, fees and contributions     243,651,089,152       4,334,454,596       138,162,024,337       101,154,610,219  
Other operating expenses     65,027,473,708       365,536,187       50,736,753,557       13,925,183,964  
PP&E impairment losses     899,909,088,533       849,440,333,412       22,440,541,305       28,028,213,816  
Intangibles impairment losses     467,854,521,518       226,410,337,128       194,957,582,393       46,486,601,997  
Depreciation of PP&E     279,120,609,387       263,466,950,741       6,960,278,148       8,693,380,498  
Depreciation of investment properties     2,703,695,157       2,703,695,157       -       -  
Depreciation of rights-of-use assets     78,179,033,988       78,179,033,988       -       -  
Amortization of intangibles     67,654,832,345       32,740,419,714       28,192,145,089       6,722,267,542  
Total     4,043,697,511,510       2,506,428,506,929       1,080,062,319,082       457,206,685,499  

 

 


 

2023

 

    TOTAL     Operating
expenses
    Selling expenses     Administration
expenses
 
Leases and expenses     3,223,424,924       2,493,901,986       -       729,522,938  
Telephone service and access charges     227,843,555,681       227,843,555,681       -       -  
Recovery of impairment and low turnover provision     (1,388,777,835 )     (1,388,777,835 )     -       -  
Cost of goods sold     247,769,294,036       247,769,294,036       -       -  
Other supplies     135,477,522,600       120,920,157,101       3,948,153,045       10,609,212,454  
Salaries and social security charges     565,564,852,399       291,777,831,785       170,775,037,259       103,011,983,355  
Other employee expenses     214,698,472,737       84,516,359,629       43,885,705,811       86,296,407,297  
Short-term or low value leases     28,717,341,219       9,206,172,765       10,790,982,624       8,720,185,830  
Fees and compensation for services     235,209,077,918       54,259,601,545       148,766,715,312       32,182,761,061  
Remuneration of directors and supervisory committee     4,657,525,616       -       -       4,657,525,616  
Travel expenses, accommodation and mobility     5,701,904,339       3,439,411,512       1,074,247,373       1,188,245,454  
Maintenance and repairs     159,015,448,059       120,503,108,916       15,837,760,068       22,674,579,075  
Advertising and promotion     44,707,614,680       89,112,702       44,157,725,714       460,776,264  
Security and safety     22,420,036,914       19,740,298,005       19,037,889       2,660,701,020  
Training     2,964,929,771       1,159,327,700       723,431,963       1,082,170,108  
Commissions     155,642,586,342       -       155,642,586,342       -  
Energy and securitization     49,882,239,725       49,398,712,802       -       483,526,923  
Transportation     18,438,274,488       6,938,637,583       11,408,766,452       90,870,453  
Mail and courier services     2,742,637,943       2,454,826,564       85,305,698       202,505,681  
Contingencies     5,891,388,752       -       -       5,891,388,752  
Insurance     8,176,549,625       21,676,559       -       8,154,873,066  
Other external services     3,505,346,502       2,467,882,083       654,126,846       383,337,573  
Bad debt expenses     60,243,778,037       -       60,243,778,037       -  
Taxes, fees and contributions     249,193,517,801       16,417,606,653       166,925,726,312       65,850,184,836  
Other operating expenses     47,976,683,408       -       36,779,793,461       11,196,889,947  
Depreciation of PP&E     350,519,991,758       314,297,527,686       8,431,214,966       27,791,249,106  
Depreciation of investment properties     2,419,360,915       2,419,360,915       -       -  
Depreciation of rights-of-use assets     77,603,680,538       77,603,680,538       -       -  
Amortization of intangibles     61,625,080,647       29,778,947,176       30,861,433,768       984,699,703  
Total     2,990,443,339,539       1,684,128,214,087       911,011,528,940       395,303,596,512  

 

21. Economic Context

 

The Company operates in a complex economic environment, where key variables have experienced strong volatility, both nationally and internationally.

 

Regarding the international context, the global economy is expanding in an environment marked by heterogeneous patterns and cyclical discrepancies. The United States and China are leading global expansion, while Europe, the other advanced economies, and emerging markets have shown mixed performances. In Latin America, most economies have recovered, though still below their potential.

 

Global inflation has declined, albeit unevenly across different economies and regions. At the same time, central banks have begun easing their monetary policies. Despite progress, and with few exceptions, inflation has not yet converged to its trend levels and, in this context, the restrictive bias of monetary policies is expected to persist for some time. Fiscal consolidation remains a challenge for most economies, as public debt has increased due to COVID-19, and higher interest rates threaten its sustainability unless governments succeed in balancing their public finances. In this framework, long-term interest rates have remained high. Additionally, constant geopolitical tension, the U.S. presidential elections, and other specific situations have injected volatility into financial markets.

 

Regarding the local context, the monthly economic activity index recorded an average decline of 2.7% in 2024, mainly due to contractions in the industrial, trade and construction sectors stemming from the reconciliation of relative prices and a strong fiscal adjustment that has interrupted public infrastructure spending. However, the agricultural sector has mitigated the GDP decline, showing solid growth following the drought of 2023.

 

 


 

The main indicators in our country are:

 

· The unemployment rate increased to 6.9% in September 2024 (latest data) vs. 5.7% in September 2023.

 

· The accumulated inflation for 2024 reached 117.8% (CPI).

 

· Between January 1 and December 31, 2024, the peso depreciated by 27.7% against the U.S. dollar, according to the reference exchange rate of the Central Bank of the Republic of Argentina.

 

Regarding the last point, the monetary authority has gradually eased certain regulations for access to the foreign exchange market, although other restrictions remain in place. These measures, aimed at containing volatility in the financial market, require prior authorization from the Central Bank of the Republic of Argentina for certain transactions. Foreign currency assets and liabilities as of December 31, 2024 have been valued based on the prevailing exchange rates in the official foreign exchange market (MULC).

 

The environment of volatility and uncertainty continues as of the issue date of these financial statements. The Company’s Management continuously monitors the evolution of variables affecting its business to define its course of action and identify potential impacts on its financial condition. The Company’s financial statements should be read in light of these circumstances.

 

22. Corporate Reorganization of TASA and TMA

 

On March 29, 2023, the Boards of Directors of TASA and TMA approved a preliminary merger agreement, under which TMA agreed to absorb TASA in accordance with Section 82 and related sections of the General Companies Law (“GCL”). The transaction was carried out under the corporate reorganization contemplated in Sections 80 and 81 and related sections of Income Tax Law No. 20,268 and Sections 172 to 176 of the regulatory decree of such Law.

 

The Extraordinary General Meetings of TASA and TMA, held on April 17, 2023, approved the Corporate Reorganization, along with the financial statements of their respective companies as of December 31, 2022, the Consolidated Special Merger Balance Sheet as of December 31, 2022, and the corresponding preliminary merger agreement entered into on March 29, 2023, including the share exchange ratio contemplated therein.

 

Additionally, and as a result of the reorganization process, the above referred Extraordinary General Meeting of Telefónica Móviles Argentina S.A. approved a capital increase through the issuance of shares of $1 nominal amount each and entitled to one vote per share, totaling 1,450,022,273 shares, which were delivered to the shareholder TLH HoldCo in exchange for the shares it held in TASA.

 

On December 29, 2023, the Boards of Directors of TASA and TMA resolved that, as all the conditions set forth in the Preliminary Merger Agreement and the Final Merger Agreement had been met, the effective date of the Merger was January 1, 2024, and all rights, human resources, and obligations of the absorbed company were transferred on that date.

 

As of the effective date of the merger, TMA continued TASA’s activities, generating the corresponding operating, accounting and tax effects. On that date, TMA, as the absorbing and continuing company, incorporated all assets and liabilities, including registered properties, rights and obligations previously belonging to TASA as the absorbed company, and the transfer of all human resources was completed.

 

As a result of the merger, the absorbed company was early dissolved without liquidation, and its shares were canceled.

 

Finally, on January 23, 2024, the merger was submitted to the IGJ for registration, and on March 4, 2024, the merger was officially registered.

 

 


 

There follows a breakdown of TASA’s balances by item, net of eliminations, incorporated as of January 1, 2024 (the effective date of the merger):

 

Amounts in Pesos   12/31/2023  
ASSETS        
A) NON-CURRENT ASSETS     1,302,395,729,874  
Intangible assets     13,428,012,344  
Property, plant & equipment     1,173,911,611,101  
Rights-of-use assets     11,984,790,926  
Investment properties     28,078,645,932  
Investments in companies     7,846  
Financial assets     590,261,318  
Other assets     70,056,612,964  
Tax credits     4,345,787,443  
B) CURRENT ASSETS     491,055,069,913  
Inventories     21,277,920,785  
Trade receivables     162,048,239,086  
Other assets     79,758,208,478  
Financial assets     1,544,003,303  
Cash and cash equivalents     226,426,698,261  
TOTAL ASSETS (A+B)     1,793,450,799,787  

 

Amounts in Pesos   12/31/2023  
LIABILITIES        
A) NON-CURRENT LIABILITIES     271,655,341,374  
Leases and other financial liabilities     583,284,388  
Trade and other payables     26,841,549,190  
Deferred income tax liabilities     169,210,645,684  
Provisions     75,019,862,112  
B) CURRENT LIABILITIES     414,541,707,478  
Leases and other financial liabilities     7,894,563,206  
Trade and other payables     245,924,498,732  
Tax liabilities     36,639,381,589  
Provisions     124,083,263,951  
TOTAL LIABILITIES (A+B)     686,197,048,852  

 

23. Subsequent Events

 

a) Corporate Matters

 

On February 24, 2025 ("acquisition date"), Telecom Argentina S.A. acquired 86,460,989,849 ordinary shares of TMA, representing 99.999625% of its capital stock (the "Transaction"), resulting in the transfer of those shares from TLH Holdco S.L.U. to Telecom Argentina S.A., thereby making Telecom Argentina S.A. the controlling entity of TMA since that date.

 

b) Regulatory Matters

 

Since the Transaction is framed within the provisions of paragraph c) of Article 7 of Law 27.442, on March 3, 2025, the corresponding authorization process was initiated before the National Commission for the Defense of Competition so that the Secretary of Industry and Commerce grants its approval for the economic concentration resulting from the Transaction. Additionally, on March 7, 2025, a request for approval of the change of control that occurred in TMA as a result of the Transaction was submitted to the National Communications Agency (ENACOM). Both submissions were madein accordance with the applicable regulatory framework. As of the date of issuance of these Financial Statements, both requests are pending resolution.

 

 


 

Furthermore, on March 25, 2025, TMA was notified of Resolution No. 63/2025 issued by the Secretary of Industry and Commerce, which provisionally orders Telecom Argentina S.A. to refrain from carrying out any legal, corporate, and/or commercial acts that directly or indirectly involve the integration or consolidation with TMA for a period of 6 months or until the Authority issues a decision regarding the granting, subordination of the acquisition to the fulfillment of conditions, or denial of the authorization of the transaction under the terms of Article 14 of Law 27.442, whichever occurs first. This includes any initiative to unify or integrate the teams that form TMA with Telecom Argentina S.A., as well as any exchange of competitively sensitive information with TMA, while both parties must continue to respect the agreements for reciprocal use of infrastructure that TMA and Telecom Argentina S.A. may have signed.

 

Telecom Argentina S.A. appealed the aforementioned Resolution and the note from the Secretary of Industry and Commerce dated March 27, 2025, which appointed a monitoring agent. On June 5, 2025, Telecom Argentina S.A. was notified of the decision of the Chamber III of the Federal Court of Appeals on Civil and Commercial Matters, which resolved to grant the Telecom Argentina S.A.’s appeal, thereby suspending the effects of the resolution and the note respectively issued by the Secretary of Industry and Commerce on March 21 and March 27, 2025, and further ordering the Secretary of Industry and Commerce to refrain from taking any measure contrary to such suspension.

 

On the other hand, on June 6, 2025, ENACOM forwarded to TMA the opinions from various internal areas that conducted a preliminary analysis prior to the requested authorization. In a timely manner, TMA responded to the referral with the corresponding defenses. As of the date of issuing these Financial Statements no final resolution regarding the transaction has been issued by the regulators.

 

c) Tax Matters

 

According to tax legislation in force, tax benefits arising from a corporate reorganization are revoked if the shares of the absorbing company are transferred to another party within a period of two years subsequent to the reorganization. The transaction represents the transfer of the shares of TMA to Telecom Argentina S.A. and occurred before the second anniversary of the reorganization, thus reversing all benefits previously granted. As a result of the reversal of the benefits, TMA settled tax liabilities in the range of$80,000 million, increased tax deferred assets of $155,000 million and filed the relevant tax returns with tax authorities.

 

 


 

 

Report of Independent Auditors

 

To the Board of Directors of Telefónica Móviles Argentina Sociedad Anónima

 

Opinion

 

We have audited the accompanying consolidated financial statements of Telefónica Móviles Argentina Sociedad Anónima and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

 

Basis for Opinion

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

In performing an audit in accordance with US GAAS, we:

 

· Exercise professional judgment and maintain professional skepticism throughout the audit.
· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

 


 

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
· Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
· Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

/s/ Price Waterhouse & Co. S.R.L.

/s/ Gustavo Ariel Vidan (Partner)

 

Autonomous City of Buenos Aires, Argentina

December 10, 2025

 

www.pwc.com.ar

 

Price Waterhouse & Co. S.R.L.

Bouchard 557, 8th floor

C1106ABG - Autonomous City of Buenos Aires, Argentina

T: +(54.11) 4850.0000

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Telecom Argentina S.A.
   
Date: February 10, 2026 By: /s/ Luis Fernando Rial Ubago
      Name: Luis Fernando Rial Ubago
      Title: Responsible for Market Relations

 

 

 

EX-1 2 tm2533082d4_ex1.htm EXHIBIT 1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

EXHIBIT 1

 

CONSENT OF INDEPENDENT AUDITORS

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-280720) of Telecom Argentina S.A. of our report dated December 10, 2025, relating to the consolidated financial statements of Telefónica Móviles Argentina Sociedad Anónima, which appears in this Current Report on Form 6-K.

 

/s/PRICE WATERHOUSE & CO. S.R.L.  
   
/s/ Gustavo Ariel Vidan  
/s/ Gustavo Ariel Vidan (Partner)  

 

Autonomous City of Buenos Aires, Argentina

February 10, 2026