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6-K 1 pamfs1q25_6k.htm 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2025

(Commission File No. 001-34429),


 

PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)

 

Argentina

(Jurisdiction of incorporation or organization)


 

Maipú 1
C1084ABA
City of 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 ______

(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)

Yes ______ No ___X___

(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)

 

  

 

 

This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:

Exhibit 1: Unaudited consolidated condensed interim financial statements (US$)

 


SIGNATURE

 

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.

 

Date: May 13, 2025

 

Pampa Energía S.A.
     
     
By:

/s/ Gustavo Mariani


 
 

Name: Gustavo Mariani

Title:   Chief Executive Officer

 

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

 

 

 

 

UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2025

AND FOR THE THREE-MONTH PERIOD THEN ENDED

PRESENTED ON COMPARATIVE BASIS

 

(In millions of U.S. dollar (“US$”))

 

 

 

 

GLOSSARY OF TERMS

The following are not technical definitions, but they are helpful for the reader’s understanding of some terms used in the notes to the Unaudited Consolidated Condensed Interim Financial Statements of the Company.

Terms   Definitions
ADR   American Depositary Receipt
BCBA   Buenos Aires Stock Exchange 
BCRA   Argentina’s Central Bank
BNA   Banco de la Nación Argentina
BO   Official Gazette
CAMMESA   Compañía Administradora del Mercado Eléctrico Mayorista S.A.
CB   Corporate Bonds 
CIESA   Compañía de Inversiones de Energía S.A.
CITELEC   Compañía Inversora en Transmisión Eléctrica Citelec S.A.
CNV   National Securities Commission of Argentina 
CPB   Central Térmica Piedra Buena   
CPI   Consumer's price index
CTB   CT Barragán S.A
CTG   Central Térmica Güemes
CTGEBA   Central Térmica Genelba
CTIW   Central Térmica Ingeniero White
CTLL   Central Térmica Loma de la Lata
CTPP   Central Térmica Parque Pilar
EISA   Energía Inversora S.A.
ENARGAS    National Regulatory Authority of Gas 
ENARSA    Energía Argentina S.A.
ENRE    National Regulatory Authority of Electricity 
FTR   Five-Year Tariff Review
GASA   Generación Argentina S.A.
HIDISA   Hidroeléctrica Diamante S.A.
HINISA   Hidroeléctrica Los Nihuiles S.A.
IAS   International Accounting Standards 
IASB   International Accounting Standards Board
ICSID   International Centre for Settlement of Investment Dispute
IFRS   International Financial Reporting Standards
IGJ   Public Registry of Organizations

     
  1  


GLOSSARY OF TERMS: (Continuation)

 

Terms   Definitions
IPIM   Wholesale Domestic Price Index
LGS   Argentine Business Organizations Law 
LNG   Liquefied Natural Gas
MABA   Metropolitan Area of Buenos Aires
MAT    WEM’s Forward Market
MECON    Ministry of Economy of Argentina
MLC    Foreign Exchange Market
MW   Megawatt
NYSE   New York Stock Exchange
OCP   Oleoductos de Crudos Pesados Ltd
OCPSA   Oleoductos de Crudos Pesados S.A.
Oldelval   Oleoductos del Valle S.A.
PB18   Pampa Bloque 18 S.A. 
PEB   Pampa Energía Bolivia S.A. 
PECSA   Pampa Energía Chile S.p.A.
PEN   Federal Executive Branch 
PEPE II   Pampa Energía II Wind Farm
PEPE III   Pampa Energía III Wind Farm
PEPE IV   Pampa Energía IV Wind Farm
PEPE VI   Pampa Energía VI Wind Farm
PESOSA                             Pampa Energía Soluciones S.A.
PISA   Pampa Inversiones S.A.
PIST   Point of Entry to the Transport System
RIGI Incentive Regime for Large Investments
SACDE   Sociedad Argentina de Construcción y Desarrollo Estratégico S.A. 
SE   Secretary of Energy
SESA   Southern Energy S.A.
TGS   Transportadora de Gas del Sur S.A.
TJSM   Termoeléctrica José de San Martín S.A.
TMB   Termoeléctrica Manuel Belgrano S.A.

     
  2  


GLOSSARY OF TERMS: (Continuation)

 

Terms   Definitions
The Company / Pampa   Pampa Energía S.A.
The Group   Pampa Energía S.A. and its subsidiaries
Transba   Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires Transba S.A.
Transener   Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A.
US$   U.S. dollar
UTE   Unión Transitoria de Empresas
VAR   Vientos de Arauco Renovables S.A.U.
VMOS   VMOS S.A.
WACC   Weighted Average Cost of Capital
WEM   Wholesale Electricity Market
$   Argentine Pesos

 

     
  3  


 

UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT OF
COMPREHENSIVE INCOME

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

 

  Note   03.31.2025   03.31.2024
           
Revenue 8   414   401
Cost of sales 9   (285)   (258)
Gross profit     129   143
           
Selling expenses 10.1   (21)   (16)
Administrative expenses 10.2   (43)   (41)
Other operating income 10.3   32   35
Other operating expenses 10.3   (22)   (31)
Impairment of financial assets     -   (34)
Share of profit from associates and joint ventures 5.1.2   46   61
Profit from sale of companies´ interest     -   2
Operating income      121   119
           
Financial income 10.4   33   2
Financial costs 10.4   (41)   (53)
Other financial results 10.4   37   52
Financial results, net     29   1
Profit before income tax     150   120
Income tax 10.5   4   148
Profit of the period     154   268
           
Other comprehensive income          
Items that will not be reclassified to profit or loss          
Exchange differences on translation     17   74
Items that may be reclassified to profit or loss          
Exchange differences on translation     16   96
Other comprehensive income of the period     33   170
Total comprehensive income of the period     187   438

 

 

     
  4  


 

UNAUDITED CONSOLIDATED CONDENSED INTERIM

STATEMENT OF COMPREHENSIVE INCOME (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

 

  Note   03.31.2025   03.31.2024
Total profit of the period attributable to:          
           
Owners of the company     153   267
Non-controlling interest     1   1
      154   268
           
           
Total comprehensive income of the period attributable to:          
           
Owners of the Company     186   437
Non-controlling interest     1   1
      187   438
           
Earnings per share attributable to equity holders of the Company          
Total basic and diluted earning per share  13.2   0.11   0.20

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

     
  5  


UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT
OF FINANCIAL POSITION

As of March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

  Note   03.31.2025   12.31.2024
ASSETS          
NON-CURRENT ASSETS          
Property, plant and equipment 11.1   2,685   2,607
Intangible assets 11.2   95   95
Right-of-use assets     10   11
Deferred tax asset 11.3   211   157
Investments in associates and joint ventures 5.1.2   1,103   993
Financial assets at fair value through profit and loss 12.2   27   27
Trade and other receivables 12.3   173   75
Total non-current assets     4,304   3,965
           
CURRENT ASSETS          
Inventories 11.4   250   223
Financial assets at amortized cost 12.1   81   80
Financial assets at fair value through profit and loss 12.2   673   850
Derivative financial instruments     -   1
Trade and other receivables 12.3   530   488
Cash and cash equivalents 12.4   361   738
Total current assets     1,895   2,380
Total assets     6,199   6,345

 

 

     
  6  


 

UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT

OF FINANCIAL POSITION (Continuation)

As of March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

  Note   03.31.2025   12.31.2024
SHAREHOLDERS´ EQUITY          
Share capital     36   36
Share capital adjustment     191   191
Share premium     516   516
Treasury shares adjustment     1   1
Treasury shares cost     (7)   (7)
Legal reserve     44   44
Voluntary reserve     1,657   1,657
Other reserves     (13)   (13)
Other comprehensive income     135   119
Retained earnings      912   742
Equity attributable to owners of the company     3,472   3,286
Non-controlling interest     10   9
Total equity     3,482   3,295
           
LIABILITIES          
NON-CURRENT LIABILITIES          
Provisions 11.5   102   137
Income tax and minimum notional income tax provision 11.6   76   75
Deferred tax liability 11.3   47   49
Defined benefit plans     32   30
Borrowings 12.5   1,338   1,373
Trade and other payables 12.6   83   84
Total non-current liabilities      1,678   1,748
           
CURRENT LIABILITIES          
Provisions 11.5   10   10
Income tax liability 11.6   299   257
Tax liabilities     32   30
Defined benefit plans     7   7
Salaries and social security payable      24   39
Derivative financial instruments     1   -
Borrowings 12.5   353   706
Trade and other payables 12.6   313   253
Total current liabilities      1,039   1,302
Total liabilities      2,717   3,050
Total liabilities and equity     6,199   6,345

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

     
  7  


 

UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

  Equity holders of the company   Retained earnings            
  Share capital   Share capital adjustment   Share premium   Treasury shares adjustment   Treasury shares cost   Legal reserve   Voluntary reserve   Other reserves   Other comprehensive income (loss)    Unappropiated retained earnings    Equity attributable to owners   Non-controlling interest   Total equity
Balance as of December 31, 2023 36   191   516   1   (7)   45   1,433   (15)   (19)   223   2,404   9   2,413
Profit for the three-month period -   -   -   -   -   -   -   -   -   267   267   1   268
Other comprehensive income for the three-month period -   -   -   -   -   -   -   -   96   74   170   -   170
Balance as of March 31, 2024 36   191   516   1   (7)   45   1,433   (15)   77   564   2,841   10   2,851
Voluntary reserve constitution -   -   -   -   -   (1)   224   -   -   (223)   -   -   -
Stock compensation plans -   -   -   -   -   -   -   2   -   -   2   -   2
Profit for the complementary nine-month period -   -   -   -   -   -   -   -   -   352   352   (1)   351
Other comprehensive income for the complementary nine-month period -   -   -   -   -   -   -   -   42   49   91   -   91
Balance as of December 31, 2024 36   191   516   1   (7)   44   1,657   (13)   119   742   3,286   9   3,295
Profit for the three-month period -   -   -   -   -   -   -   -   -   153   153   1   154
Other comprehensive income for the three-month period -   -   -   -   -   -   -   -   16   17   33   -   33
Balance as of March 31, 2025 36   191   516   1   (7)   44   1,657   (13)   135   912   3,472   10   3,482

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

     
  8  


 

UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

  Note   03.31.2025   03.31.2024
Cash flows from operating activities:          
Profit of the period     154   268
Adjustments to reconcile net profit to cash flows from operating activities 14.1   3   (94)
Changes in operating assets and liabilities 14.2   (67)   (194)
Net cash generated by (used in) operating activities     90   (20)
Cash flows from investing activities:          
Payment for property, plant and equipment acquisitions     (162)   (139)
Collection for sales of public securities and shares acquisitions, net     151   87
Recovery of mutual funds, net     -   1
Payment for companies´acquisitions     (31)   (24)
Payment for right-of-use     (1)   (5)
Collection for equity interests in companies sales     -   7
Collection for joint ventures´ share repurchase     -   37
Dividends collection     -   8
Net cash used in investing activities     (43)   (28)
           
Cash flows from financing activities:          
Proceeds from borrowings 12.5   45   133
Payment of  borrowings 12.5   (70)   (13)
Payment of  borrowings interests 12.5   (38)   (42)
Repurchase and redemption of corporate bonds 12.5   (360)   -
Payments of leases     (1)   (1)
Net cash (used in) generated by financing activities     (424)   77
           
(Decrease) Increase in cash and cash equivalents     (377)   29
           
Cash and cash equivalents at the beginning of the year 12.4   738   171
(Decrease) Increase in cash and cash equivalents     (377)   29
Cash and cash equivalents at the end of the period 12.4   361   200

 

 

The accompanying notes are an integral part of these Unaudited Consolidated Condensed Interim Financial Statements.

 

     
  9  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 1: GENERAL INFORMATION

1.1 General information of the Company

The Company’s principal executive office is located in Maipú 1, Autonomous City of Buenos Aires in Argentina, which participates in the energy sector, mainly in the production of oil and gas and power generation.

In the oil and gas segment, the Company develops an important activity in gas and oil exploration and production, reaching a production level in the three-month period ended March 31, 2025 of 11.8 million m3/day of natural gas and 3.2 thousand boe/day of oil in 11 productive areas and 2 exploratory areas in Argentina. Its main production blocks are located in the Provinces of Neuquén and Río Negro.

In the generation segment, the Company, directly and through its subsidiaries and joint ventures, has a 5,472 MW installed capacity as of March 31, 2025, which represents approximately 13% of Argentina’s installed capacity, and being one of the largest independent generators in the country.

In the petrochemicals segment, the Company operates 2 high-complexity plants in Argentina producing styrene, synthetic rubber and polystyrene, with a share ranging between 85% and 98%, in the domestic market.

Finally, through the holding, transportation and others segment, the Company participates in the electricity transmission and gas transportation businesses. In the transmission business, the Company jointly controls Citelec, which has a controlling interest in Transener, a company engaged in the operation and maintenance of a 22,396 km high-voltage electricity transmission network in Argentina with an 86% share in the Argentine electricity transmission market. In the gas transportation business, the Company jointly controls CIESA, which has a controlling interest in TGS, a company holding a concession for the transportation of natural gas with 9,248 km of gas pipelines in the center, west and south of Argentina, and which is also engaged in the processing and sale of natural gas liquids through the Cerri Complex, located in Bahía Blanca, in the Province of Buenos Aires, in addition to shale gas transportation and conditioning at Vaca Muerta. Additionally, the segment includes advisory services provided to related companies.

1.2 Economic context in which the Company operates

The Company operates in a complex economic context which main variables are experiencing volatility as a result of political and economic events both domestically and internationally.

As part of the economic stabilization plan, on April 11, 2025 the Government announced measures to ease the exchange rate regime and strengthen the monetary system. These measures were promoted to achieve the priority objective of reducing inflation, boosting economic activity, increasing monetary predictability and building up freely available reserves to support the Government’s economic program. This program will be financially backed by a new US$ 20 billion funding facility agreed with the International Monetary Fund, among other agreements. Together, these agreements could potentially contribute to a US$ 23.1 billion increase in BCRA’s net reserves during 2025.

     
  10  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 1: (Continuation)

The context of volatility and uncertainty continues as of the date of issuance of these Consolidated Condensed Interim Financial Statements, and it is not possible to predict the macroeconomic and financial situation’s evolution in Argentina or internationally, or any new measures to be announced.

The Company’s Management permanently monitors the evolution of the variables affecting its business to define its course of action and identify potential impacts on its assets and financial position.

The Company’s Consolidated Condensed Interim Financial Statements should be read in light of these circumstances.

NOTE 2: REGULATORY FRAMEWORK

2.1 Oil and Gas

2.1.1 Gas market

2.1.1.1 Natural Gas for the residential segment and CNG

SE Resolutions No. 602/24, No. 25/25, No. 111/25 and No. 139/25 established the PIST price to be passed on to end users pursuant to the agreements entered into under GasAr Plan for gas consumptions as from the months of January through April 2025, respectively, and on the tariff schemes published by ENARGAS’ effective date.

2.1.1.2 Compensation for subsidized natural gas consumption

ENARGAS Resolution No. 125/25 restructures the compensation system for natural gas consumption subsidies to natural gas distribution companies, modifying the entity receiving such compensation. The new mechanism, effective as from February 1, 2025, establishes that compensation will be collected directly by natural gas producers and deducted from the invoices issued by producers to distributors.

As of the date of issuance of these Consolidated Condensed Interim Financial Statements, the enactment of clarifying regulations is still pending.

2.2 Generation
2.2.1 Modifications to the electricity regulatory framework

In line with the objective of ensuring free contracting in the MAT established by Law No. 27,742, on January 28, 2025, SE Resolution No. 21/25 was published establishing different modifications regulating dispatch and operation at the WEM’s MAT. The main modifications include:

     
  11  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 2: (Continuation)

- Generators, self-generators and co-generators of conventional thermal, hydraulic and nuclear sources commissioned as from January 1, 2025 are exempted from the suspension of contracting within the MAT;

- The presentation or renewal of Energy Plus contracts is limited until October 31, 2025, after the expiration of such contracts the Energy Plus market will no longer be in effect;

- The dispatch scheme set by SE Resolution No. 354/20 is abrogated, effective as from February 1, 2025, and no alternative dispatch scheme is established contemplating the obligations under ENARSA’s supply contract with Bolivia and contracts within the GasAr Plan’s framework;

- As from March 1, 2025, the recognition of fuel costs is authorized according to reference prices and the values declared and accepted in the Production Cost Statement plus freight, natural gas transportation and distribution costs, and taxes and fees.

- CAMMESA will continue centralizing fuel supply for contracts entered into under specific schemes (SE Resolutions No. 220/07, No. 21/16 and No. 287/17);

- generators remunerated under the spot scheme will be able to manage their own fuel, with CAMMESA remaining as the supplier of last resort; and

- new values are established for the cost of non-supplied energy, effective as from February 1, 2025, under the following tiers: (i) US$ 350 /MWh up to 5%; (ii) US$ 750 /MWh up to 10%, and (iii) US$ 1,500 /MWh for more than 10%.

CAMMESA published the proposal with guidelines contemplating various changes to the WEM structure and remuneration schemes for generation, submitted by the SE pursuant to Note NO-2025-09628437-APN-SE#MEC, and received comments from the Associations representing WEM agents. The reports requested by the SE are pending issuance and will be considered for the passing of transitional WEM adjustment regulations.

On its part, SE Note NO-2025-35216647-APN-SE#MEC dated April 4, 2025 establishes guidelines for the gas dispatch priority scheme for thermal generation in the WEM. Tenders by generators opting into managing their own fuel supply will be considered firm and, in case of non-compliance, will be subject to a Deliver or Pay penalty equivalent to 70% of the unavailable volume’s reference price.

The new reference price equals 90% of the weighted average price per natural gas basin in the PIST using Round 4.2 prices for the Neuquina Basin and the Norte Basin and Round 4.1 prices for the Austral Basin.

     
  12  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 2: (Continuation)

Reference prices for liquid fuels are set for each generator based on international indicators, including a premium covering associated financial and logistical costs, and prices for liquid fuels and natural gas from neighboring countries are recognized at the exchange rate effective on the last business day before the transaction due date, associated with the consumption recognized in the respective economic transaction.

2.2.2 BESS (Battery Energy Storage Systems) call for tenders

In February 2025, SE Resolution No. 67/2025 launched a national and international call for tenders for up-to-500 MW energy storage projects in the AMBA aiming to improve the electricity grid’s reliability.

The contracts to be executed between distributors and generators will have a maximum 15-year term and provide for a remuneration for power capacity (up to US$ 15,000/MW-month) and energy supplied (US$ 10/MWh), with CAMMESA acting as guarantor of last resort. The commissioning’s target date is scheduled for January 2027.

The deadline for submitting tenders was set for June 10, 2025 and the award date, for July 23, 2025.

2.2.3 Remuneration at the spot market

SE Resolutions No. 603/24, No. 27/25, No. 113/25, No. 143/25 and No. 177/25 updated the remuneration values for spot generation, providing for 4%, 4%, 1.5%, 1.5% and 2% increases from the January-May 2025’s economic transactions, respectively. Likewise, the maximum spot price in the WEM was updated to $ 12,948/MWh as from April 2025.

2.3 Gas Transportation

TGS’s Tariff situation

TGS received monthly tariff updates for the January-March 2025 period; to this effect, ENARGAS published new transitional tariff charts with 2.5%, 1.5% and 1.7% increases, respectively.

On April 30, 2025, ENARGAS Resolution No. 256/25 established the FTR conditions for the 2025-2030 period. This resolution establishes, among other things, the capital base as of December 31, 2024 and a real after-tax WACC discount rate of 7.18%, used to determine the initial tariff scheme, which includes a 3.67% weighted average tariff update to be implemented in thirty one equal and consecutive monthly installments beginning in May 2025. Likewise, the approval of the monthly tariff update methodology based on price indexes (CPI and IPIM) is postponed.

Finally, it establishes the investment plan, totaling $ 279,108 million (at June 2024 values) and operating expenses for the 2025-2030 five-year period. The implementation of this plan will be monitored by ENARGAS.

 

     
  13  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 2: (Continuation)

2.4 Transmission

Transener and Transba tariff situation

The ENRE determined the hourly remuneration values, establishing 4%, 4%, 2%, and 4% increases against effective values for the January-April 2025 period for Transener S.A. and Transba S.A.

On the other hand, ENRE Resolutions No. 227/25 and No. 231/25 modified the schedule, establishing April 30, 2025 as the tariff chart approval date resulting from the FTR process.

On April 3, 2025, ENRE Resolution No. 236/25 amended the high-voltage and main electricity distribution utility concessionaires’ return rate defined by ENRE Resolution No. 28/25 dated January 10, 2025 from 6.10% to 6.48% after taxes.

On April 30, 2025, the ENRE established 42.89% and 10.30% increases against April 2025’s effective tariffs for Transener S.A. and Transba S.A., respectively. Similarly, the ENRE determined the remuneration for independent transmission companies, including Transener S.A., for the operation of the Choele Choel – Pto. Madryn Interconnection and the Fourth Line, and Transba S.A., for the operation of Transportista Independiente de Buenos Aires (TIBA)’s facilities, establishing a tariff equivalent to 77.92%, 100% and 99.73%, respectively, of Transener S.A.’s tariff.

In all cases, the increases will be applied as follows: 20% as from May 1, 2025, and the remaining 80% on a monthly basis over the June-December 2025 period. Likewise, a monthly tariff update mechanism based on the CPI and IPIM price indexes is provided for.

2.5 Regulations on access to the MLC

On April 11, 2025, the BCRA issued Communication “A” 8,226 easing several restrictions to access the MLC, including the following:

- access to the MLC for foreign currency transfers abroad for profits and dividends to non-resident shareholders, in the case of legal entities with profits from fiscal years beginning on or after January 1, 2025.
- access to the MLC for the payment of imports of capital goods, including advance payments.
- elimination of the requirement to submit an affidavit in the case of individuals, while maintaining this requirement —stating a commitment not to enter into certain sales, exchange or security transfer transactions for 90 calendar days following the MLC access request— in the case of legal entities.
- removal of restrictions on resident individuals to access the MLC to purchase foreign currency for saving or deposit purposes.

It is worth highlighting that the detailed information does not list all possibly applicable exchange regulations; for more information on Argentina’s exchange rate policies, please visit the Central Bank’s website: "http://www.bcra.gov.ar"

     
  14  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 2: (Continuation)

2.6 Tax regulations

Export Increase Program

On April 14, 2025, PEN Executive Order No. 269/25 established that, as of that date, 100% of export values must be deposited and settled in foreign currency in the MLC.

NOTE 3: BASIS OF PREPARATION

These Consolidated Condensed Interim Financial Statements for the three-month period ended March 31, 2025 have been prepared pursuant to the provisions of IAS 34, “Interim Financial Information” as issued by the IASB, are expressed in millions of US dollars and were approved for their issuance by the Company’s Board of Directors on May 12, 2025.

The information included in the Consolidated Condensed Interim Financial Statements is recorded and presented in US dollars, which is the Company’s functional currency.

This consolidated condensed interim financial information had been prepared under the historical cost convention, modified by the measurement of financial assets at fair value through profit or loss and they should be read together with the Consolidated Financial Statements as of December 31, 2024, which have been prepared under IFRS Accounting Standards as issued by the IASB.

These Consolidated Condensed Interim Financial Statements for the three-month period ended March 31, 2025 have not been audited. The Company’s management estimates they include all the necessary adjustments to state fairly the results of operations for the period. The results for the three-month period ended March 31, 2025, does not necessarily reflect in proportion the Company’s results for the complete year.

The accounting policies have been consistently applied to all entities within the Group.

Comparative information

The information as of December 31, 2024, disclosed for comparative purposes, arises from the Consolidated Financial Statements as of that date.

Additionally, certain non-significant reclassifications have been made to the Consolidated Financial Statements´ figures to keep the consistency in the presentation with the current period figures.

     
  15  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 4: ACCOUNTING POLICIES

The accounting policies applied in these Consolidated Condensed Interim Financial Statements are consistent with those used in the Consolidated Financial Statements for the last fiscal year, which ended on December 31, 2024.

4.1 New accounting standards, amendments and interpretations issued by the IASB effective as of December 31, 2025 and adopted by the Company

The Company has applied the following standards and / or amendments for the first time as of January 1, 2025:

- IAS 21 - “Effects of Changes in Foreign Exchange Rates” (amended in August 2023).

The application of the detailed standards and amendments did not have any impact on the results of the operations or the financial position of the Company.

4.2 New accounting standards, amendments and interpretations issued by the IASB not yet effective and not early adopted by the Company

Pursuant to CNV General Resolution No. 972/23, early application of IFRS accounting standards and/or amendments thereto is not permitted unless specifically permitted at the time of adoption.

As of March 31, 2025, the Company has not early applied the following standards and/or amendments:

-   IFRS 18 - “Presentation and Disclosures in Financial Statements”: issued in April 2024. It establishes new presentation and disclosure requirements aiming to ensure that financial statements provide relevant information faithfully representing an entity’s situation. The standard does not affect the recognition or measurement of financial statement items; however, it introduces new requirements for improved comparability among entities. Specifically, the following are worth mentioning: (i) the classification of revenues and expenses into operating, investing and financing categories; (ii) the incorporation of required subtotals; and (iii) the disclosure of performance measures defined by management. The standard applies retroactively to fiscal years and interim periods beginning on or after January 1, 2027, allowing for early adoption. The Company is currently analyzing the impact of the application of the standard on its financial statements’ disclosures.

-   IFRS 19 - “Subsidiaries without Public Accountability: Disclosures”: issued in April 2024. It allows for reduced disclosures for entities without public accountability which are subsidiaries of an entity that prepares consolidated financial statements available for public use and comply with IFRS accounting standards. The standard is applicable for periods beginning on or after January 1, 2027, allowing for early adoption. The application of the standard will not have an impact on the Company’s results of operations or financial position.

     
  16  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 4: (Continuation)

-   IFRS 9 and IFRS 7 - “Financial Instruments and Disclosures”: in May 2024, the application guidance for IFRS 9 is modified and disclosure requirements are incorporated into IFRS 7. In particular, it incorporates the option to consider the derecognition of a financial liability before its settlement in case of issuance of electronic payment instructions meeting certain requirements, and incorporates disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and instruments at amortized cost or fair value through other comprehensive income. The amendments are applicable to fiscal years beginning on or after January 1, 2026, allowing for early adoption. The application of the standard will not have an impact on the Company’s results of operations or financial position.

-   IMPROVEMENTS TO IFRS - Volume 11: in July 2024, minor amendments are incorporated into IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7. The amendments are applicable to fiscal years beginning on or after January 1, 2026, allowing for early adoption. The application of the amendments will not have an impact on the Company’s operating results or financial position.

-   IFRS 9 and IFRS 7 “Financial Instruments and Disclosures”: in December 2024, IFRS 9 is amended and disclosure requirements are incorporated into IFRS 7 regarding nature-dependent electricity contracts. In particular, it allows exemption from fair value accounting for entities that are net purchasers of electricity during the term of the contracts, and eases the designation as a hedging instrument for contracts not meeting the requirements for the above-mentioned exemption. The amendments are applicable to fiscal years beginning on or after January 1, 2027, allowing for early adoption. The application of the standard will not have an impact on the Company’s results of operations or financial position.

     
  17  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: GROUP STRUCTURE

5.1 Interest in subsidiaries, associates and joint ventures
5.1.1 Subsidiaries information

Unless otherwise indicated, the country is also the principal place where the subsidiary carries out its activities. 

                 
            03.31.2025   12.31.2024
Company   Country   Main activity   Direct and indirect participation %   Direct and indirect participation %
Autotrol Renovables S.A.   Argentina   Generation   100.00%   100.00%
Ecuador Pipeline Holdings Limited   Gran Cayman   Investment   100.00%   100.00%
EISA   Uruguay   Investment   100.00%   100.00%
Enecor S.A.   Argentina   Electricity transportation   70.00%   70.00%
Fideicomiso CIESA    Argentina   Investment   100.00%   100.00%
GASA   Argentina   Generation & Investment   100.00%   100.00%
HIDISA   Argentina   Generation   61.00%   61.00%
HINISA   Argentina   Generation   52.04%   52.04%
OCP   Gran Cayman   Investment   100.00%   100.00%
Pampa Ecuador Inc    Nevis   Investment   100.00%   100.00%
PEB   Bolivia   Investment   100.00%   100.00%
PE Energía Ecuador LTD   Gran Cayman   Investment   100.00%   100.00%
PECSA   Chile   Trader   100.00%   100.00%
PESOSA   Argentina   Trader   100.00%   100.00%
Petrolera San Carlos S.A.   Venezuela   Oil   100.00%   100.00%
PB18   Ecuador   Oil   100.00%   100.00%
PISA   Uruguay   Investment   100.00%   100.00%
VAR   Argentina   Generation   100.00%   100.00%
Vientos Solutions Argentina S.A.U.   Argentina   Advisory services   100.00%   100.00%

 

 

     
  18  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: (Continuation)

5.1.2 Associates and joint ventures information

The following table presents the main activity and the financial information used for valuation and percentages of participation in associates and joint ventures; unless otherwise indicated, the share capital consists of common shares with one vote per share:

        Information about the issuer    
    Main activity   Date   Share capital   Profit of the period   Equity   Direct and indirect participation %
Associates                        
VMOS (1)   Oil   03.31.2025   94   -   250   11.11%
                         
Joint ventures                      
CIESA (2)   Investment   03.31.2025   1   51   1,203   50.00%
Citelec (3)   Investment   03.31.2025   1   15   345   50.00%
CTB   Generation   03.31.2025   8   25   484   50.00%

 

(1) On March 21, 2025, MECON Resolution No. 302/25 approved VMOS’s application to opt into the RIGI.

(2) The Company holds a 50% interest in CIESA, a company that holds a 51% interest in TGS’s capital stock; therefore, the Company has a 25.50% interest in TGS.

As of March 31, 2025, TGS’s common shares and ADR traded on the BCBA and NYSE were listed at $ 6,950.00 and US$ 26.46, respectively, giving Pampa’s holding an approximate market value of US$ 1,072 million ($ 1,408,044 million).

(3) The Company has a 50% interest in Citelec, a company that holds a 52.65% interest in Transener’s capital stock; therefore, the Company has a 26.33% indirect interest in Transener. As of March 31, 2025, Transener’s common share price listed at the BCBA was $ 2,065.00, conferring Pampa’s indirect holding an approximate market value of US$ 225 million ($ 241,730 million).

     
  19  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: (Continuation)

The detail of the balances of investments in associates and joint ventures is as follows:

 

    03.31.2025   12.31.2024
Disclosed in non-current assets        
Associates        
VMOS   29   -
SESA   3   -
Total associates   32   -
       
Joint ventures        
CIESA   656   605
Citelec   173   158
CTB   242   230
Total joint ventures   1,071   993
Total associates and joint ventures   1,103   993

 

The following table shows the breakdown of the result from investments in associates and joint ventures:

 

    03.31.2025   03.31.2024
Associates        
TGS   -   1
Total associates   -   1
         
Joint ventures        
CIESA   25   16
Citelec    8   3
CTB   13   21
OCP   -   20
Total joint ventures   46   60
Total associates and joint ventures   46   61

 

     
  20  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: (Continuation)

The evolution of investments in associates and joint ventures is as follows:

    03.31.2025   03.31.2024
At the beginning of the year   993   672
Dividends   -   (8)
Increases   31   15
Share repurchase   -   (37)
Sale of equity interest      -   (5)
Share of profit   46   61
Exchange differences on translation   33   170
At the end of the period   1,103   868

 

5.1.3 OCP

Pursuant to the terms and conditions of the concession authorization agreement, OCP caused OCPSA to establish two guarantees, one operational and one environmental, each in the amount of US$ 50 million (including surety bonds provided by the Group as shareholder in the amount of US$ 84 million), which would remain in effect for the term of the agreement and until 90 days after its termination on November 30, 2024. Therefore, the guarantees were scheduled to expire on March 1, 2025, since no claim that may be considered covered within their scope would have been initiated by that date. However, Citibank Ecuador informed OCP that, in its understanding, the guarantees had not expired because OCPSA had not complied with certain required formalities. On its part, OCP has formally notified Citibank Ecuador that its position is incorrect, explaining the reasons for that interpretation. As of the date of issuance of these Consolidated Condensed Interim Financial Statements, OCP has not received a response to this notification. OCP has also requested the Ecuadorian Government to notify Citibank Ecuador of the guarantees’ expiration, having received no response as of the date of issuance of these Consolidated Condensed Interim Financial Statements.

OCP understands that there is no legal basis for claims under the operational guarantee (to be initiated only in case of a capacity deficiency pursuant to the concession authorization agreement) or under the environmental guarantee (to be initiated only in the event of termination of the concession authorization agreement due to the lack of payment of environmental compensations). In this regard, the guarantees should be terminated and rendered null and void, all in accordance with their terms and conditions.

OCP is taking all necessary actions to terminate the guarantees pursuant to the terms of the concession authorization agreement. On April 11, 2025, OCP filed an arbitration proceeding before the ICSID seeking the effective release of the guarantees and compensation for the damages sustained as a result of the failure to release them; and, subsidiarily, to receive from Ecuador the amount of the guarantees plus interest and damages resulting from Ecuador’s actions.

     
  21  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: (Continuation)

5.1.4 CIESA - TGS

On March 7, 2025, heavy rains, unprecedented in the last 100 years, were recorded in the city of Bahía Blanca and adjacent areas, causing flooding in all urban areas and their surroundings.

This event caused the Saladillo García stream to overflow, flooding the Cerri Complex and, consequently, halting the production of liquids and partially affecting natural gas transportation services. It is worth highlighting that the external electricity distribution system and the electricity generation and distribution facilities were also affected.

The natural gas transportation service was gradually restored in full, with no significant impact on TGS’s revenues. However, liquid production at the Cerri Complex has been interrupted since March 7, 2025, and this situation continues as of the date of issuance of these Consolidated Condensed Interim Financial Statements.

TGS is performing cleanup tasks and implementing measures to fully restore plant operations as soon as possible. Based on the recovery efforts’ current status and the damage sustained, TGS has recorded a $ 14,058 million loss for the three-month period ended March 31, 2025 corresponding to event-related expenses and the impairment of materials and other property, plant and equipment. As of the date of issuance of these Consolidated Condensed Interim Financial Statements, the final cost of the event has not yet been assessed by TGS.

Furthermore, TGS is undertaking preliminary coverage negotiations with insurance companies; therefore, the insurance proceeds’ amount and timing have not been determined as of the date of issuance of these Consolidated Condensed Interim Financial Statements.

     
  22  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 5: (Continuation)

5.2 Oil and gas participations

Assets and liabilities as of March 31, 2025 and December 31, 2024 and the production cost of the Joint Ventures and Consortiums in which the Company participates corresponding to the three-month periods ended March 31, 2025 and 2024 are detailed below:

 

    03.31.2025   12.31.2024
         
       
Non-current assets                   169                   151
Current assets                     11                     13
Total assets                   180                   164
         
Non-current Liabilities                     70                     52
Current Liabilities                     28                     26
Total liabilities                      98                     78
         
    03.31.2025   03.31.2024
     
Production cost                     38                     20

It is worth highlighting that the information presented does not include charges recorded by the Company as a member of the Joint Ventures and Consortiums.

NOTE 6: RISKS

6.1 Critical accounting estimates and judgments

The preparation of these Consolidated Condensed Interim Financial Statements requires the Company’s Management to make future estimates and assessments, to apply critical judgment and to establish assumptions affecting the application of accounting policies and the amounts of disclosed assets and liabilities, and income and expenses.

Those estimates and judgments are evaluated on a continuous basis and are based on past experiences and other reasonable factors under the existing circumstances. Actual future results might differ from the estimates and evaluations made at the date of preparation of these Consolidated Condensed Interim Financial Statements.

In the preparation of these Consolidated Condensed Interim Financial Statements, management judgements on applying the Company’s accounting policies and sources of information used for the respective estimates are the same as those applied in the Consolidated Financial Statements for the fiscal year ended December 31, 2024.

     
  23  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 6: (Continuation)

6.2 Financial risk management

The Company’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and price risk), credit risk and liquidity risk.

No significant changes have arisen in risk management policies since last fiscal year.

NOTE 7: SEGMENT INFORMATION

The Company is a fully integrated power company in Argentina, which participates mainly in the production of oil and gas and power generation.

Through its own activities, subsidiaries and share holdings in joint ventures, and based on the business nature, customer portfolio and risks involved, the following business segments have been identified:

Oil and Gas, principally consisting of the Company’s interests in oil and gas areas and through its direct and indirect interest in PECSA.

Generation, principally consisting of the Company’s direct and indirect interests in HINISA, HIDISA, VAR, CTB, TMB, TJSM and through its own electricity generation activities through thermal plants CTG, CPB, Piquirenda, CTLL, CTGEBA, Ecoenergía, CTPP, CTIW, the HPPL hydroelectric complex and PEPE II, PEPE III, PEPE IV and PEPE VI wind farms.

Petrochemicals, comprising of the Company’s own styrenics operations and the catalytic reformer plant operations conducted in local plants.

Holding, Transportation and Others, principally consisting of our stake in joint businesses CITELEC, CIESA and their respective subsidiaries holding the concession over high-voltage electricity transmission and gas transportation, respectively, the direct interest in VMOS and the indirect interest in OCP, holding activities, and other investment activities.

The Company manages its operating segment based on its individual net result in U.S. dollars.

     
  24  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 7: (Continuation)

 

    in million of US$
Consolidated profit and loss information for the three-month period ended March 31, 2025   Oil and gas   Generation   Petrochemicals   Holding, Transportation and others   Eliminations   Consolidated
Revenue - local market   94   194   57   7   -   352
Revenue - foreign market   26   1   35   -   -   62
Intersegment revenue   26   -   -   -   (26)   -
Cost of sales   (118)   (103)   (90)   -   26   (285)
Gross profit   28   92   2   7   -   129
                         
Selling expenses   (17)   (1)   (3)   -   -   (21)
Administrative expenses   (21)   (11)   (2)   (9)   -   (43)
Other operating income   4   6   19   3   -   32
Other operating expenses   (3)   (1)   (4)   (14)   -   (22)
Share of profit from associates and joint ventures   -   13   -   33   -   46
Operating income   (9)   98   12   20   -   121
                         
Financial income   -   6   27   -   -   33
Financial costs   (25)   (12)   -   (4)   -   (41)
Other financial results   (4)   31   (1)   11   -   37
Financial results, net   (29)   25   26   7   -   29
Profit (Loss) before income tax   (38)   123   38   27   -   150
                         
Income tax   (11)   2   4   9   -   4
Profit (Loss) of the period   (49)   125   42   36   -   154
                         
Depreciation and amortization   52   31   1   -   -   84

 

     
  25  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 7: (Continuation)

 

    in million of US$
Consolidated profit and loss information for the three-month period ended March 31, 2025   Oil and gas   Generation   Petrochemicals   Holding, Transportation and others   Eliminations   Consolidated
Total profit (loss) of the period attributable to:                        
Owners of the company   (49)   124   42   36   -   153
Non-controlling interest   -   1   -   -   -   1
                         
                         
Consolidated financial position information as of March 31, 2025                        
Assets   1,673   3,072   170   1,320   (36)   6,199
Liabilities   1,771   2,801   127   (1,946)   (36)   2,717
                         
Net book values of property, plant and equipment    1,284   1,337   29   35   -   2,685
                         
Additional consolidated information as of March 31, 2025                        
Increases in property, plant and equipment and intangible assets    147   9   3   3   -   162

 

     
  26  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 7: (Continuation)

 

            in million of US$            
Consolidated profit and loss information for the three-month period ended March 31, 2024   Oil and gas   Generation   Petrochemicals   Holding, Transportation and others   Eliminations   Consolidated
Revenue - local market   93   154   76   3   -   326
Revenue - foreign market   31   -   44   -   -   75
Intersegment revenue   26   -   -   -   (26)   -
Cost of sales   (99)   (77)   (108)   -   26   (258)
Gross profit   51   77   12   3   -   143
                         
Selling expenses   (13)   (1)   (2)   -   -   (16)
Administrative expenses   (18)   (13)   (2)   (8)   -   (41)
Exploration expenses   -   -   -   -   -   -
Other operating income   14   17   3   1   -   35
Other operating expenses   (5)   (3)   (1)   (22)   -   (31)
Impairment of financial assets   -   (34)   -   -   -   (34)
Share of profit from associates and joint ventures   -   21   -   40   -   61
Profit from sale of companies´ interest   -   -   -   2   -   2
Operating income   29   64   10   16   -   119
                         
Financial income   -   1   -   2   (1)   2
Financial costs   (26)   (17)   (1)   (10)   1   (53)
Other financial results   (4)   53   -   3   -   52
Financial results, net   (30)   37   (1)   (5)   -   1
Profit (Loss) before income tax   (1)   101   9   11   -   120
                         
Income tax   49   97   2   -   -   148
Profit of the period   48   198   11   11   -   268
                         
                         
Depreciation and amortization   47   20   1   -   -   68

 

 

     
  27  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 7: (Continuation)

 

Consolidated profit and loss information for the three-month period ended March 31, 2024           in million of US$            
Total profit of the period attributable to:   Oil and gas   Generation   Petrochemicals   Holding, Transportation and others   Eliminations   Consolidated
                         
Owners of the company   48   197   11   11   -   267
Non-controlling interest   -   1   -   -   -   1
                         
Consolidated financial position information as of December 31, 2024                        
Assets   1,918   3,155   173   1,116   (17)   6,345
Liabilities   1,583   857   109   518   (17)   3,050
                         
Net book values of property, plant and equipment   1,183   1,357   28   39   -   2,607
                         
Additional consolidated information as of March 31, 2024                        
Increases in property, plant and equipment, intangibles assets and right-of-use assets   87   24   1   1   -   113

 

 

     
  28  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 8: REVENUE

    03.31.2025   03.31.2024
         
Gas sales   94   98
Oil sales   22   24
Other sales   4   2
Oil and gas sales subtotal   120   124
         
Energy sales in Spot Market   76   47
Energy sales by supply contracts   90   84
Fuel supply   27   22
Other sales   2   1
Generation sales subtotal   195   154
         
Products from catalytic reforming sales   43   63
Styrene sales   13   17
Synthetic rubber sales   20   17
Polystyrene sales   16   22
Other sales   -   1
Petrochemicals sales subtotal   92   120
         
Technical assistance and administration services sales   7   3
Other   -   -
Holding, Transportation and others subtotal   7   3
Total revenue (1)   414   401

 

(1) Revenues from CAMMESA represent 44% and 35% of total revenues from sales for the periods ended March 31, 2025 and 2024, respectively, and correspond mainly to the Oil and gas and Generation segments.

 

     
  29  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 9: COST OF SALES

 

    03.31.2025   03.31.2024
Inventories at the beginning of the year   223   205
         
Plus: Charges of the period        
Purchases of inventories, energy and gas    98   98
Salaries and social security charges   23   18
Employees benefits   4   3
Defined benefit plans   1   2
Works contracts, fees and compensation for services 33   29
Property, plant and equipment depreciation   81   65
Intangible assets amortization   1   1
Energy transportation   3   2
Transportation and freights   11   7
Consumption of materials   8   6
Penalties   1   -
Maintenance   16   9
Canons and royalties   20   20
Environmental control   1   1
Rental and insurance   5   8
Surveillance and security   2   1
Taxes, rates and contributions   2   1
Other   2   1
Total charges of the period   312   272
         
Less: Inventories at the end of the period   (250)   (219)
Total cost of sales   285   258

 

 

     
  30  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 10: OTHER ITEMS OF THE STATEMENT OF COMPREHENSIVE INCOME

10.1 Selling expenses

    03.31.2025   03.31.2024
Salaries and social security charges   1   1
Taxes, rates and contributions   4   4
Transportation and freights   15   11
Other   1   -
Total selling expenses   21   16

 

10.2 Administrative expenses

    03.31.2025   03.31.2024
Salaries and social security charges   18   15
Employees benefits   2   1
Defined benefit plans   2   5
Fees and compensation for services   10   9
Compensation agreements   -   3
Directors' and Sindycs' fees    1   1
Property, plant and equipment depreciation   2   2
Maintenance   2   1
Taxes, rates and contributions   4   3
Other   2   1
Total administrative expenses   43   41

 

     
  31  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 10: (Continuation)

10.3 Other operating income and expenses

  Note   03.31.2025   03.31.2024
Other operating income          
Insurance recovery     8   4
Recovery of provision for contingencies     17   -
Commercial interests     3   19
GasAr Plan     2   7
Export Increase Program     2   4
Other     -   1
Total other operating income     32   35
           
Other operating expenses          
Provision for contingencies     (10)   (22)
Tax on bank transactions      (7)   (3)
PAIS import tax     -   (1)
Costs of concessions agreements completion     -   (1)
Royalties GasAr Plan     -   (1)
Other     (5)   (3)
Total other operating expenses     (22)   (31)

 

     
  32  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 10: (Continuation)

10.4 Financial results

 

    03.31.2025   03.31.2024
Financial income        
Financial interests   33   1
Other interests   -   1
Total financial income   33   2
         
Financial costs        
Financial interests (1)   (35)   (37)
Fiscal interests   (4)   (8)
Other interests   -   (6)
Bank and other financial expenses   (2)   (2)
Total financial costs   (41)   (53)
         
Other financial results        
Foreign currency exchange difference, net   6   (9)
Changes in the fair value of financial instruments   32   63
Result from present value measurement   (1)   (2)
Total other financial results   37   52
         
Total financial results, net   29   1

 

(1) Net of US$ 4 million capitalized in property, plant and equipment for the three-month period ended March 31, 2024. There are no capitalized financial costs in the three-month period ended March 31, 2025.

 

     
  33  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 10: (Continuation)

10.5 Income tax

 

The breakdown of income tax charge is:

 

    03.31.2025   03.31.2024
Current tax    52   59
Deferred tax    (56)   (207)
Total income tax - Profit   (4)   (148)

 

Below is a reconciliation between income tax expense and the amount resulting from application of the tax rate on the profit before taxes:

 

    03.31.2025   03.31.2024
Profit before income tax   150   120
Current income tax rate   35%   35%
Income tax at the statutory tax rate   53   42
Share of profit from companies   (16)   (21)
Non-taxable results   (1)   -
Effects of exchange differences and other results associated with the valuation of the currency, net   27   25
Effects of valuation of property, plant and equipment, intangible assets and financial assets   (94)   (340)
Difference between previous fiscal year deferred tax and the income tax statement    (7)   -
Effect for tax inflation adjustment   33   146
Non-deductible cost   1   -
Total income tax - Profit   (4)   (148)

 

     
  34  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: NON-FINANCIAL ASSETS AND LIABILITIES

11.1 Property, plant and equipment

 

 

    Original values
Type of good   At the beginning    Increases (1)   Transfers   At the end 
       
       
Lands   14   -   -   14
Buildings   204   -   1   205
Vehicles   11   -   -   11
Furniture and fixtures, tools and software and communication equipment   44   -   8   52
Thermal generation plants   1,091   -   25   1,116
Renewable generation plants   686   -   7   693
Petrochemical plants   42   -   3   45
Mining property, wells and drilling equipment   1,962   -   16   1,978
Drilling and work in progress   335   161   (60)   436
Other goods   1   -   -   1
Total at 03.31.2025   4,390   161   -   4,551
Total at 03.31.2024   4,169   108   -   4,277

 

(1) Includes US$ 4 million of capitalized financial costs for the three-month periods ended March 31, 2024. There are no capitalized financial costs in the three-month period ended March 31, 2025.

 

     
  35  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

 

      Depreciation   Net book values
Type of good     At the beginning    For the period   At the end   At the end   At 12.31.2024
           
           
Lands     -   -   -   14   14
Buildings     (95)   (2)   (97)   108   109
Vehicles     (8)   -   (8)   3   3
Furniture and fixtures, tools and software and communication equipment     (37)   (2)   (39)   13   7
Thermal generation plants     (544)   (19)   (563)   553   547
Renewable generation plants     (78)   (9)   (87)   606   608
Petrochemical plants     (24)   (1)   (25)   20   18
Mining property, wells and drilling equipment     (996)   (50)   (1,046)   932   966
Drilling and work in progress     -   -   -   436   335
Other goods     (1)   -   (1)   -   -
Total at 03.31.2025     (1,783)   (83)   (1,866)   2,685    
Total at 03.31.2024     (1,625)   (67)   (1,692)   2,585    
Total at 12.31.2024                     2,607

 

 

 

     
  36  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

11.2 Intangible assets

    Original values
Type of good   At the beginning   Increases   At the end
     
     
Concession agreements   2   -   2
Goodwill   35   -   35
Intangible identified in acquisitions of companies   71   -   71
Digital assets   3   1   4
Total at 03.31.2025   111   1   112
Total at 03.31.2024   108   -   108
             
    Amortization
Type of good   At the beginning   For the period   At the end
     
     
Concession agreements   (2)   -   (2)
Intangible identified in acquisitions of companies   (14)   (1)   (15)
Total at 03.31.2025   (16)   (1)   (17)
Total at 03.31.2024   (12)   (1)   (13)
             
    Net book values    
Type of good   At the end   At 12.31.2024    
         
           
Goodwill    35   35    
Intangible identified in acquisitions of companies   56   57    
Digital assets   4   3    
Total at 03.31.2025   95        
Total at 03.31.2024   95        
Total at 12.31.2024       95    

 

 

     
  37  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

11.3 Deferred tax assets and liabilities

 

The composition of the deferred tax assets and liabilities is as follows:

 

  03.31.2025   12.31.2024
Tax loss carryforwards 10   9
Property, plant and equipment 262   210
Financial assets at fair value through profit and loss 7   -
Trade and other receivables -   1
Provisions 41   49
Tax payables -   1
Salaries and social security payable  -   1
Defined benefit plans 12   10
Trade and other payables 5   1
Other 2   1
Deferred tax asset 339   283
Property, plant and equipment (29)   (30)
Intangible assets (32)   (32)
Investments in companies (10)   (9)
Inventories (42)   (36)
Financial assets at fair value through profit and loss (8)   (4)
Trade and other receivables (9)   (6)
Borrowings (1)   -
Tax inflation adjustment (42)   (58)
Other (2)   -
Deferred tax liability (175)   (175)

Deferred tax assets and liabilities are offset only when there is a legally enforceable right to offset tax assets and liabilities; and when deferred income tax charges are associated with the same fiscal authority. Therefore, they are disclosed in the Consolidated Condensed Interim Statement of Financial Position:

 

  03.31.2025   12.31.2024
Deferred tax asset, net 211   157
Deferred tax liability, net (47)   (49)

 

     
  38  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

11.4 Inventories

    03.31.2025   12.31.2024
Current        
Materials and spare parts   154   160
Advances to suppliers   10   6
In process and finished products   86   57
Total   250   223

 

11.5 Provisions

    03.31.2025   12.31.2024
Non-Current        
Contingencies   59   95
Asset retirement obligation and wind turbines decommisioning   25   25
Environmental remediation   18   17
Total Non-Current   102   137
         
Current        
Asset retirement obligation and wind turbines decommisioning   5   5
Environmental remediation   1   1
Other provisions   4   4
Total Current   10   10

 

     
  39  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

 

The evolution of provisions is shown below:

 

    03.31.2025
    Contingencies   Asset retirement obligation and decommisioning  of wind turbines   Environmental remediation
At the beginning of the year   95   30   18
Increases   11   1   1
Decreases   (1)   (1)   -
Foreign currency exchange difference   (1)   -   -
Reversal of unused amounts   (45)   -   -
At the end of the period   59   30   19

 

 

    03.31.2024
    Contingencies   Asset retirement obligation and decommisioning  of wind turbines   Environmental remediation
             
At the beginning of the year   109   29   17
Increases   27   -   -
Decreases   -   -   (1)
Foreign currency exchange difference   (1)   -   -
At the end of the period   135   29   16

 

Provision for legal proceedings

In the ongoing files before the National Tax Court regarding gasoline exports, where the tax entity challenges the tariff heading assigned by Petrobras Argentina S.A. during the years 2008-2014, seven additional favorable rulings were passed during the period. Out of the total twelve rulings in favor of the Company, eight were sustained by the Tax Authority, therefore becoming final and conclusive. In the remaining cases, the term for the Tax Authority to submit an appeal and/or a statement of grievances is still pending. As of March 31, 2025, attending to the above-mentioned detailed progress, the Company believes that there are grounds to consider that the associated provision is not probable and, consequently, has recorded a US$ 44 million recovery, including accrued interest.

     
  40  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 11: (Continuation)

11.6 Income tax and minimum notional income tax provision

 

    03.31.2025   12.31.2024
Non-current        
Income tax   71   69
Minimum notional income tax   5   6
Total non-current   76   75
         
Current        
Income tax, net of witholdings and advances   299   257
Total current   299   257

  

NOTE 12: FINANCIAL ASSETS AND LIABILITIES

12.1 Financial assets at amortized cost

 

 

    03.31.2025   12.31.2024
Current        
Term deposit   81   80
Total current   81   80

 

Due to the short-term nature of investments at amortized cost, their book value is not considered to differ from their fair value.

 

     
  41  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

12.2 Financial assets at fair value through profit and loss

 

    03.31.2025   12.31.2024
Non-current        
Shares   27   27
Total non-current   27   27
         
Current        
Government securities    520   692
Corporate bonds   117   110
Shares   24   37
Mutual funds   12   11
Total current   673   850

 

12.3 Trade and other receivables

 

  Note   03.31.2025   12.31.2024
Non-Current          
Related parties 16   3   4
Advances to suppliers     58   43
Prepaid expenses     5   5
Tax credits     10   8
Receivables for sale of assets     9   10
Contractual indemnity receivable     2   2
Expenses to be recovered     2   3
Guarantee deposits     84   -
Other receivables     173   75
Total non-current     173   75

 

     
  42  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

 

  Note   03.31.2025   12.31.2024
Current          
Receivables     179   172
CAMMESA     125   107
Related parties 16   6   10
Impairment of financial assets     (1)   (1)
Trade receivables, net     309   288
           
Current          
Related parties 16   7   11
Tax credits     13   8
Receivables for complementary activities     9   9
Prepaid expenses     13   3
Guarantee deposits     64   130
Expenses to be recovered     3   8
Insurance to be recovered     6   1
Receivables for sale of associates     1   -
Receivables for sale of assets     5   6
GasAr Plan     6   7
Contractual indemnity receivable     2   2
Receivable for maintenance contract     1   1
Receivable for sale of fiancial instruments     79   -
Other     12   14
Other receivables, net     221   200
           
Total current     530   488

 

 

Due to the short-term nature of trade and other receivables, its book value is not considered to differ from its fair value. For non-current trade and other receivables, fair values do not significantly differ from book values.

 

The movements in the impairment of financial assets are as follows:

 

    03.31.2025   03.31.2024
At the beginning of the year   1   1
Impairment   -   35
At the end of the period   1   36

 

     
  43  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

12.4 Cash and cash equivalents

    03.31.2025   12.31.2024
Cash   3   1
Banks   31   73
Term deposit   25   46
Mutual funds   302   618
Total   361   738

 

12.5 Borrowings

 

    03.31.2025   12.31.2024
Non-Current        
Financial borrowings   53   32
Corporate bonds   1,285   1,341
Total non-current   1,338   1,373
         
Current        
Financial borrowings   93   122
Corporate bonds   260   584
Total current   353   706
Total   1,691   2,079

 

As of March 31, 2025, and December 31, 2024 the fair value of the Company’s CB amount approximately to US$ 1,543 million and US$ 1,912 million, respectively. Such values were calculated on the basis of the determined market price of the Company’s CB at the end of each period or year (fair value Level 1).

The carrying amounts of short-term borrowings approximate their fair value due to their short-term maturity.

The long-term borrowings were measured at amortized cost, which does not differ significantly from its fair value.

As of the issuance of these Consolidated Condensed Interim Financial Statements, the Company is in compliance with the covenants provided for in its indebtedness´ contracts.

     
  44  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

12.5.1 Borrowings´ evolution:

The evolution of the consolidated borrowings for the three-month periods ended March 31, 2025 and 2024 is disclosed below.

 

    03.31.2025   03.31.2024
Borrowings at the beginning of the year   2,079   1,448
Proceeds from borrowings   45   133
Payment of borrowings   (70)   (13)
Accrued interest   35   37
Payment of interests   (38)   (42)
Repurchase and redemption of CB   (360)   -
Foreign currency exchange difference   -   (4)
Borrowing costs capitalized in property, plant and equipment   -   4
Borrowings at the end of the period   1,691   1,563

 

12.5.2 Frequent issuer prospectus

The Company is registered as a frequent issuer, a status that was ratified by CNV’s Issuers’ Management Office Provision No. I-2025-32-APN-GE#CNV dated March 11, 2025. Under this Provision, the CNV also approved (i) the increase in the frequent issuer prospectus amount to US$ 1,300 or its equivalent in other currencies or units of value; and (ii) the amendment of the prospectus’ terms and conditions to include the possibility of issuing thematic (social, green and sustainable) marketable securities, all of which was in turn approved by the Company’s Board of Directors at its meeting held on March 5, 2025.

 

12.5.3 CB

On January 24, 2025, Pampa redeemed all Class 1 CB for a total amount of US$ 353 million, at a redemption price equal to 100% of the outstanding principal amount plus interest accrued and unpaid as of the redemption date, under the terms of the Class 1 CB’s trust agreement.

On February 28, 2025, the Company paid its Class 19 CB upon maturity for a total of $ 17,131 million.

In addition, on May 8, 2025, the Company redeemed all Class 18 Notes for a total amount of US$ 72.1 million at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest up to the redemption date.

     
  45  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

 

12.5.4 Financial borrowings

 

During the three-month period ended March 31, 2025, the Company repaid a total of US$ 6.6 million in net debt with local financial institutions, consisting of: (i) bank debt for US$ 49.5 million, (ii) import financing for US$ 2.1 million, and (iii) new bank debt for US$ 45.0 million. Post-closing, the Company, paid financing with local financial institutions for US$ 40.4 million.

 

12.6 Trade and other payables

 

  Note   03.31.2025   12.31.2024
Non-Current          
Compensation agreements      71   71
Finance leases liability     10   11
Contractual penalty debt     2   2
Other payables     83   84
Total non-current     83   84
           
Current          
Suppliers     230   206
Customer advances     21   14
Related parties 16   42   13
Trade payables     293   233
           
Compensation agreements      12   12
Finance leases liability     4   4
Contractual penalty debt     2   2
Various creditors     2   2
Other payables     20   20
Total current     313   253

 

Due to the short-term nature of trade and other payables, its book value is not considered to differ from its fair value. For most other non-current liabilities, fair values do not significantly differ from book values.

     
  46  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

12.7 Fair value of financial instruments

The following table shows the Company’s financial assets and liabilities measured at fair value as of March 31, 2025 and December 31, 2024:

                 
As of March 31, 2025   Level 1   Level 2   Level 3   Total
Assets                
Financial assets at fair value through
profit and loss
               
Government securities   520   -   -   520
Corporate bonds   117   -   -   117
Mutual funds   12   -   -   12
Shares   24   -   27   51
Cash and cash equivalents                
Mutual funds   302   -   -   302
Total assets   975   -   27   1,002
                 
Liabilities                
Derivative financial instruments   -   1   -   1
Total liabilities   -   1   -   1

 

As of December 31, 2024   Level 1   Level 2   Level 3   Total
Assets                
Financial assets at fair value through
profit and loss
               
Government securities   692   -   -   692
Corporate bonds   110   -   -   110
Mutual funds   11   -   -   11
Shares   37   -   27   64
Cash and cash equivalents                
Mutual funds   618   -   -   618
Derivative financial instruments   -   1   -   1
Total assets   1,468   1   27   1,496

 

 

     
  47  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 12: (Continuation)

The techniques used for the measurement of assets and liabilities at fair value through profit and loss, classified as Level 2 and 3, are detailed below:

- Derivative Financial Instruments: calculated from variations between market prices at the closing date of the period, and the amount at the time of the contract.
- Shares: it was mainly determined using the income-based approach through the “Indirect Cash Flow” method, that is, the net present value of expected future cash flows, mainly through the collection of dividends taking into consideration the direct equity interest of 2.84% and 3.19%, and the additional equity interest of 2.18% and 2.46% through HIDISA and HINISA, in TJSM and TMB, respectively, resulting from the Federal Government’s restructuring of assets in the energy sector. This restructuring resulted in TMB’s and TJSM’s share transfer from the Federal Government to ENARSA.

NOTE 13: EQUITY COMPONENTS

13.1 Share Capital

As of March 31, 2025, the capital stock amounts to $ 1,364 million, including $ 4 million of treasury shares.

13.2 Earning per share

Basic earnings per share are calculated by dividing the result attributable to the Company’s equity holders by the weighted average of outstanding common shares during the year. Diluted earnings per share are calculated by adjusting the weighted average of outstanding common shares to reflect the conversion of all dilutive potential common shares.

Potential common shares will be deemed dilutive only when their conversion into common shares may reduce the earnings per share or increase losses per share of the continuing operations. Potential common shares will be deemed anti-dilutive when their conversion into common shares may result in an increase in the earnings per share or a decrease in the losses per share of the continuing operations.

The calculation of diluted earnings per share does not entail a conversion, the exercise or another issuance of shares which may have an anti-dilutive effect on the losses per share, and where the option exercise price is higher than the average price of ordinary shares during the period, no dilutive effect is recorded, being the diluted earning per share equal to the basic. As of March 31, 2025 and 2024, the Company does not hold any significant potential dilutive shares, therefore there are no differences with the basic earnings per share.

     
  48  
 
 

NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 13: (Continuation)

 

    03.31.2025   03.31.2024
Earning attributable to equity holders of the Company   153   267
Weighted average amount of outstanding shares   1,360   1,360
Basic and diluted earnings per share    0.11   0.20

 

13.3 Distribution of profits

 

Dividends distributed to individuals, undivided estates or foreign beneficiaries derived from profits generated during fiscal years beginning on or after January 1, 2018 are subject to a 7% withholding tax. The distribution of dividends is made based on the Company’s Stand-Alone Financial Statements which are presented in pesos, the legal currency in Argentina, pursuant to regulatory requirements.

 

The Company may pay and distribute dividends and any other type of profits to its shareholders, except if: (i) there is an event of breach; or (ii) the Company is not in a position to incur debt under the indentures governing the Class 3, Class 9, Class 21 and Class 23 CB. As of the date of issuance of these Consolidated Condensed Interim Financial Statements, the Company has complied with all commitments set forth in the indentures governing the above-mentioned CB.

 

NOTE 14: STATEMENT OF CASH FLOWS’ COMPLEMENTARY INFORMATION

14.1 Adjustments to reconcile net profit to cash flows from operating activities

 

  Note   03.31.2025   03.31.2024
Income tax 10.5   (4)   (148)
Accrued interest     8   32
Depreciations and amortizations 9 and 10.2   84   68
Share of profit from associates and  joint ventures 5.1.2   (46)   (61)
Profit from sale of companies´ interest           -   (2)
Impairment of financial assets     -   34
Result from present value measurement 10.4   1   2
Changes in the fair value of financial instruments     (27)   (56)
Exchange differences, net     (10)   4
Costs of concessions agreements completion 10.3   -   1
(Recovery) Provision for contingecies, net 10.3   (7)   22
Accrual of defined benefit plans 9 and 10.2   3   7
Compensation agreements  10.2   -   3
Other     1   -
Adjustments to reconcile net profit to cash flows from operating activities     3   (94)

 

 

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 14: (Continuation)

14.2 Changes in operating assets and liabilities

 

    03.31.2025   03.31.2024
Increase in trade receivables and other receivables   (112)   (302)
Increase in inventories   (23)   (18)
Increase in trade and other payables   79   118
Decrease in salaries and social security payables   (13)   (2)
Defined benefit plans payments   (1)   (1)
Increase in tax liabilities   5   12
Decrease in provisions   (2)   (1)
Changes in operating assets and liabilities   (67)   (194)

 

14.3 Significant non-cash transactions

 

 

    03.31.2025   03.31.2024
Acquisition of property, plant and equipment through an increase in trade payables   (98)   (47)
Borrowing costs capitalized in property, plant and equipment   -   (4)
Decrease in financial assets at fair value through profit and loss through an increase in trade receivables, net   66   -
Decrease in other receivables through intangible assets   (1)   -

 

NOTE 15: CONTINGENT LIABILITIES AND ASSETS

During the three-month period ended March 31, 2025, no changes were identified in relation to the contingent liabilities and assets reported in the Consolidated Financial Statements as of December 31, 2024.

 

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 16: RELATED PARTIES´ BALANCES AND TRANSACTIONS

16.1 Balances with related parties

 

As of March 31, 2025   Trade receivables   Other receivables   Trade  payables
  Current   Non-current   Current   Current
Associates and joint ventures                
TGS   6   3   7   13
Other related parties                
SACDE   -   -   -   29
    6   3   7   42

 

As of December 31, 2024   Trade receivables   Other receivables   Trade  payables
  Current   Non-current   Current   Current
Associates and joint ventures                
TGS   10   4   8   11
Other related parties                
SACDE   -   -   3   2
    10   4   11   13

 

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 16: (Continuation)

16.2 Operations with related parties

 

Operations for the three-month period  
Sales of goods and services (1)
  Purchases of goods and services (2)
  2025   2024   2025   2024
Associates and joint ventures                
TGS    13   12   (26)   (18)
Other related parties                
SACDE    -   -   (45)   (20)
    13   12   (71)   (38)

 

 

(1) Correspond mainly to advisory services provided in relation with technical assistance and sales of gas and refined products.
(2) Correspond to natural gas transportation services, purchases of refined products and other services imputed to cost of sales for US$ 26 million and US$ 18 million and infrastructure works contracted to SACDE charged in property, plant and equipment for US$ 45 million and US$ 20 million, of which US$ 13 million and $ US$ 4 million, correspond to fees and general expenses calculated on the costs incurred by SACDE and/or Pampa to carry the works out for the three-month periods ended March 31, 2025 and 2024, respectively.

 

Operations for the three-month period   Dividends received 
  2025   2024
Associates and joint ventures        
OCP   -   8
    -   8

 

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 17: TERMINATION OF HYDROELECTRIC CONCESSIONS

On March 8, 2025, the Federal Government and the province of Mendoza signed an agreement to jointly conduct the national and international open call for tenders for the concession of the Diamante and Nihuiles Hydroelectric Complexes as a single business unit. The tender process purpose will contemplate the assignment of 51% of the share package of the company becoming the concessionaire and asset holder.

The coordination and execution of the tender process, delegated to the Public Enterprises Transformation Agency, will be carried out within a maximum period of 60 business days.

NOTE 18: DOCUMENTATION SAFEKEEPING

In compliance with General Resolution No. 629/14, the Company discoloses that it has sent non-sensitive work papers and information corresponding to the periods not covered by the statute of limitations for their keeping in the AdeA - Administración de Archivos S.A.’s data warehouse located at Ruta 36, km 34.5, Florencio Varela, Provincia de Buenos Aires and in the Iron Mountain Argentina S.A.’s data warehouses located at the following addresses:

- Azara 1245 – C.A.B.A.
- Don Pedro de Mendoza 2163 –C.A.B.A.
- Amancio Alcorta 2482 C.A.B.A.
- San Miguel de Tucumán 601, Carlos Spegazzini, Municipality of Ezeiza, Province of Buenos Aires.

A list of the documentation delivered for storage, as well as the documentation provided for in Article 5.a.3) Section I, Chapter V, Title II of the PROVISIONS (2013 regulatory provisions and amending rules), is available at the Company headquarters.

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 19: SUBSEQUENT EVENTS

19.1 Ordinary and Extraordinary General Shareholders’ Meeting

On April 7, 2025, the Company’s Ordinary and Extraordinary General Shareholders’ Meeting resolved to approve, among other matters:

- the allocation of the results for the fiscal year ended December 31, 2024, with profits for $ 564,587 million which, added to appropriated translation differences in the amount of $ 201,486 million, total positive retained earnings for $ 766,073 million, resolving to allocate them to the optional reserve;

- the amendment of Section 4 of the Bylaws to include within the corporate purpose more detailed information on the chemical and petrochemical products comprised in the Company’s industrial activity, which registration with the CNV and the IGJ is underway as of the date of issuance of these Consolidated Condensed Interim Financial Statements; and

- the increase in the amount of the CB Issuance Program to US$ 2.1 billion or its equivalent in other currencies or units of value, which, as of the date of these Consolidated Condensed Interim Financial Statements, is pending approval by the CNV.

 

19.2 FLNG Project

On May 2, 2025, all conditions precedent to move forward with the FLNG Project were satisfied, including, but not limited to: (i) the final investment decision regarding the “Hilli Episeyo” vessel (“Hilli”); (ii) the submission of the RIGI opt-in application, approved by MECON Resolution No. 559/25 dated May 5, 2025; and (iii) the granting of the LNG Free Export Authorization certificate for 11.72 million m3/d of gas over a 30-year term under SE Resolution No. 157/25 dated April 15, 2025.

In addition to Hilli, a second vessel, “MKII”, was added to the project. Both will have a processing and export capacity of approximately 6 million tons of LNG per year, equivalent to 27 million m3/d of natural gas, which will position Argentina in the global LNG market and represent an investment of approximately US$ 7 billion over the 20 years of operation across the entire value chain.

Hilli and MKII operations are expected to start at the end of 2027 and 2028, respectively.

     
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NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM

FINANCIAL STATEMENTS (Continuation)

For the three-month period ended March 31, 2025, presented on comparative basis.

(In millions of US$ – unless otherwise stated)

 

NOTE 19: (Continuation)

The consortium is made up of 20% Pampa, 30% Pan American Energy S.L. (“PAE”), 25% YPF S.A., through its subsidiary Sur Inversiones Energéticas S.A.U. (“SUR”), 15% Wintershall DEA Argentina S.A. (“Wintershall”) and 10% Golar FLNG Sub-Holding Company Limited (“Golar Subholding”), all of which are SESA shareholders.

To supply natural gas to the vessels, SESA entered into 20-year natural gas supply contracts with Pampa, PAE, SUR and Wintershall regarding their participation in SESA. In this respect, for both vessels to operate year-round, SESA contemplates the construction of a dedicated gas pipeline between the province of Neuquén and the Gulf of San Matías in Río Negro.

 

After March 31, 2025 and until the issuance of these Consolidated Condensed Interim Financial Statements, no other relevant events have occurred which may significantly affect them.

 

     
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