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This section contains forward-looking statements
that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements
as a result of various factors, including, without limitation, those set forth in “Forward-looking Statements,” “Item
3.D Risk Factors,” and the matters set forth in this annual report generally.
This discussion should be read in conjunction
with our Audited Consolidated Financial Statements which are included elsewhere in this annual report.
Financial Presentation
We maintain our financial books and records and
publish our consolidated financial statements in Argentine pesos, which is our functional currency. Our Audited Consolidated Financial
Statements are prepared in Argentine pesos and in accordance with the IFRS Accounting Standards as issued by the IASB. After December
31, 2025, we decided that, as a result of changes in the underlying economic conditions affecting our operations, our functional currency
will change from Argentine Pesos to US Dollars. The change is expected to become effective from January 1, 2026, and will be accounted
for prospectively in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”. Our functional currency as
of December 31, 2025, remains the Argentine Peso. Accordingly, no adjustments have been made to our Audited Consolidated Financial Statements
as of that date.
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Factors Affecting Our Results of Operations
Argentine Economic Conditions
We are an Argentine sociedad anónima
(corporation). Substantially all of our assets and operations and our customers are located in Argentina. Accordingly, our financial condition
and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina.
As Central Puerto is affected by the conditions
of Argentina’s economy, which have historically been volatile, and have negatively and materially affected the financial condition
and prospects of multiple industries, including the electric power sector, the following discussion may not be indicative of our future
results of operations, liquidity or capital resources.
The following table sets forth information about
certain economic indicators in Argentina for the periods indicated:
2021 2022 2023 2024 2025
Economic activity
Nominal GDP in current US$(1) (in millions of US$) 494,666 590,630 388,399 629,461 506.550
Real gross GDP (% change) (2) 10.44 % 5.27 % (1.61 %) (1.72 %) 4.4 %
Domestic investment as % of GDP 17.29 % 17.57 % 18.57 % 15.84 % 16.4 %
Price indexes and exchange rate information
INDEC CPI (% change) 50.94 % 94.79 % 211.41 % 117.76 % 31.55 %
Wholesale price index (WPI) (% change) 51.34 % 94.78 % 276.35 % 67.10 % 26.21 %
Nominal exchange rate(3) (in Ps./US$ at period end) 102.72 177.16 808.45 1032.00 1,459.42
__________________
Sources:
Ministry of Public Works of Argentina, Banco de la Nación Argentina and INDEC.
Notes:-
(1) Calculations based
on the nominal GDP in pesos as reported by INDEC, divided by the average nominal Ps./US$ exchange rate for each period as reported by
the Banco de la Nación Argentina for wire transfers (divisas).
(2) Base on GDP in
pesos of 2004 (INDEC). Exchange Rate of Reference - BCRA Communication “A” 3500 (Wholesale market).
(3) Pesos to U.S.
dollars exchange rate as quoted by the Banco de la Nación Argentina for wire transfers (divisas). Exchange Rate of Reference -
BCRA Communication “A” 3500 (Wholesale market).
According to data published by INDEC on March
20, 2026, Argentina's GDP increased by 4.4% year-over-year in 2025, reflecting a recovery in domestic demand and investment following
the contraction experienced in 2024. GDP growth in 2025 was primarily driven by private consumption (+7.9%), supported by a partial recovery
in real incomes, gross fixed capital formation (+16.4%), indicating a rebound in investment levels, and exports of goods and services
(+7.6%), reflecting improved external demand conditions. Public consumption rose marginally by 0.2%, consistent with a context of fiscal
restraint. On the supply side, the sectors that experienced the most significant growth included financial intermediation (+24.7%), mining
(+8.0%), and hotels and restaurants (+7.4%), reflecting a recovery in services and tourism-related activity. These increases were partially
offset by declines in fishing (-15.2%) and private households domestic service (-1.1%). At current prices, private consumption remained
the largest component of demand, accounting for approximately 70.0% of GDP, followed by gross fixed capital formation (16.0% of GDP),
exports (15.6% of GDP), and public consumption (14.9% of GDP). The 2025 GDP performance reflects a moderate recovery in economic activity,
driven mainly by domestic consumption and an important increase in investment; however, the structure of growth continues to be characterized
by a high dependence on private consumption and a relatively low contribution from exports, which may limit external sustainability. Public
sector activity remained broadly stable, consistent with ongoing fiscal adjustment efforts, while sectoral performance showed heterogeneous
dynamics, with strong growth in financial services and extractive industries offset by weakness in certain traditional sectors.
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During 2024 as compared to 2023, Argentina’s
GDP decreased 1.72%, marking the second consecutive year of recession following a 1.61% contraction in 2023. The decline in GDP in 2024
was driven by contractions in private consumption (-4.24%), public consumption (-3.18%) and gross fixed capital formation (17.38%). In
contrast, exports registered a 23.16% increase as compared to 2023. On the supply side, the sectors that experienced the most significant
downturns included construction (-17.7%), manufacturing (-9.2%), wholesale and retail trade, and repairs (-7.3%). Conversely, agriculture,
livestock, hunting, and forestry grew by 31.3%, while mining and quarrying expanded by 7.4%. At current prices, private consumption remained
the largest component of demand, accounting for 68.1% of GDP, followed by gross fixed capital formation (15.8% of GDP), exports (15.3%
of GDP), and public consumption (15.0% of GDP). 2024 was characterized by the significant exchange rate and fiscal adjustments implemented
by the government of Javier Milei upon taking office in December 2023, leading to a sharp contraction of economic activity in the first
quarter of the year and a slow recovery in subsequent quarters, facilitated by exchange rate stability and gradual inflation reduction.
A 34% rebound in agricultural activity, following the 2022-23 drought, helped mitigate the decline in GDP. Throughout 2024, Argentina
experienced a significant deceleration in inflation, with monthly rates markedly lower than those recorded in 2023, reaching 2.7% by year-end.
This trend is expected to persist in 2025. Unlike previous years, foreign exchange market volatility remained subdued, and the spread
between official and informal exchange rates remained stable. The current administration successfully implemented a fiscal adjustment
program, reducing public expenditures, phasing out subsidies, and easing or eliminating price controls. These measures resulted in a fiscal
surplus and substantial progress in correcting relative price distortions. However, despite this pronounced disinflationary process, annual
inflation for 2024 stood at 117.76%. The economic adjustment, while effective in addressing fiscal and external imbalances, contributed
to a deepening contraction in economic activity throughout 2024.
See “Item 3.D. Risk Factors—Risks
relating to our business—Factors beyond our control may affect or delay the completion of the awarded projects or alter our plans
for the expansion of our existing plants”.
Inflation
Argentina has faced and continues to face inflationary
pressures. From 2012 to date, Argentina experienced increases in inflation as measured by CPI and WPI that reflected the continued growth
in the levels of private consumption and economic activity (including exports and public and private sector investment), which applied
upward pressure on the demand for goods and services.
Despite the ongoing
deceleration of inflation, inflationary risks persist, which can have adverse effects on the economy. During periods of high inflation,
effective wages and salaries tend to fall and consumers adjust their consumption patterns to eliminate unnecessary expenses. The increase
in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our
operations. See “Item 3.D. Risk Factors—Risks Relating to Argentina—All our revenues are generated in Argentina
and therefore we are exposed to country-specific risks and to fluctuations in macroeconomic, political, regulatory, and social conditions”.
Inflation increases also have a negative impact
on our cost of sales, selling expenses and administrative expenses, in particular our payroll and social security charges. We cannot give
any assurance that increased costs as a result of inflation will be offset in whole or in part with increases in prices for the energy
we produce.
IAS 29 requires that financial statements of
any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on
the current cost method, be stated in terms of the measuring unit current at the end of the reporting period. Even though the standard
does not establish an absolute rate at which hyperinflation is deemed to arise, it is common practice to consider there is hyperinflation
where changes in price levels are close to or exceed 100% on a cumulative basis over the last three years, along with other several macroeconomic-related
qualitative factors.
Due to macroeconomic factors, the triennial
inflation was above that figure in 2018 and Argentina has been considered hyperinflationary since July 1, 2018. Such conditions remained
during 2024 and 2025. See “Risks Relating to Argentina—As of July 1, 2018, the Argentine Peso qualifies as a currency of
a hyperinflationary economy and we are required to restate our historical financial statements to apply inflationary adjustments, which
could adversely affect our results of operations and financial condition and those of our Argentine subsidiaries”.
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Therefore, our consolidated financial statements
as of and for the year ended December 31, 2025, including the figures for the previous periods (this fact not affecting the decisions
taken on the financial information for such periods), and unless otherwise stated, the financial information included elsewhere in this
annual report, have been restated to consider the changes in the general purchasing power of our functional currency (Argentine peso)
pursuant to IAS 29 and General Resolution no. 777/2018 of the CNV.
Furthermore, as a consequence of the application
of IAS 29, maintaining net monetary assets generates loss of purchasing power, while maintaining net monetary liabilities generates improvement
of purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent such loss or
improvement. This loss or income is booked in the consolidated statement of income.
Accordingly, we have recognized a gain regarding
the effect of adjustment by inflation of Ps. 6.39 billion for 2025, a loss of Ps. 24.79 billion for 2024 and a loss of Ps.362.41 billion
for 2023. See Note 2.1.2. to our Audited Consolidated Financial Statements.
On June 16, 2021, the Argentine Government signed
Law No. 27,630 into law, which established changes in the corporate income tax rate for the fiscal periods commencing as from January
1, 2021. Such law establishes the payment of corporate income tax based on a structure of staggered rates regarding the level of accumulated
taxable net income. The current progressive rates, applicable for fiscal periods commencing between January 1, 2026 and December 31, 2026,
are as follows: (i) net taxable income accumulated up to Ps. 133,514,185.74 will be subject to a rate of 25%; (ii) net taxable income
accumulated over Ps. 133,514,185.74 up to Ps. 1,335,141,857.38 will incur a payment of Ps. 33,378,546.43 plus 30% on the excess over Ps.
133,514,185.74; and (iii) net taxable income accumulated over Ps. 1,335,141,857.38 will be subject to a payment of Ps. 393,866,847.93
plus 35% on the excess over Ps. 1,335,141,857.38.
Foreign Currency Fluctuations
We are exposed to exchange rate risk in connection
with the U.S. dollar to the Argentine peso exchange rate, as part of our capital expenditures, financial obligations and operating expenditures
are denominated in U.S. dollars. See “Item 3.D. Risk Factors—Risks Relating to Argentina—Significant fluctuations in
the value of the peso could adversely affect the Argentine economy and, in turn, adversely affect our results of operations” and
“Item 10.D. Exchange Controls”.
Exchange rate risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates. We are exposed to currency risk
regarding the relationship between the Argentine peso and the US dollar, mainly due to our operating activities, the investment projects
defined by us and our financial liabilities with banking entities.
The devaluation of the peso with respect to the
U.S. dollar totaled 78.09% in 2023, 21.70% in 2024 and 41.35% in 2025.
As of December 31, 2025, we did not have derivatives
that met the requirements established by IFRS Accounting Standards to be designated as an effective hedge for this particular risk. As
of December 31, 2025, we held accounts receivable, other financial assets, and cash and short-term investments in foreign currency amounting
to Ps.686,856 million, which exceeded the foreign currency liabilities existing at that date, totaling Ps.585,506 million (See Note 13.7
to our Audited Consolidated Financial Statements).
Any significant depreciation of the peso
would result in an increase in the cost of servicing our debt and in the cost of imported supplies or equipment and, therefore, may have
a material adverse effect on our results of operations. With respect to fuel used in connection with the energy we sell under the Spot
Sales (which represented around 77.27% of our energy sales in terms of output in 2024), the exposure to changes in liquid fuel prices
could now become relevant, considering that since the issuance of Resolution SE – MEC No. 21/2025,
thermal generators operating in the spot market are authorized to acquire their own liquid fuel, with CAMMESA remaining as supplier of
last resort. As explained in Resolution SE – MEC No. 21/2025, the Argentine Government is seeking a gradual decentralization of
fuel procurement by CAMMESA, with the purpose of allowing power generators to operate with greater autonomy, reduce costs and improve
the system’s efficiency. This exposure is heightened by Res. No. 400/25, which established a progressive framework for decentralizing
CAMMESA’s role in the procurement of natural gas (representing more than 95% of our fuel requirements in 2025). Under this resolution,
during the transition period through December 31, 2028, power generation companies, including us, are required to subscribe to a natural
gas pool administered by CAMMESA to satisfy pre-existing natural gas supply contracts that expire in 2028.
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The Argentine Government has taken measures to
stabilize the foreign exchange situation, restrictions to the purchase of foreign currency, and in some cases, an additional tax. For
further information, see “Item 10.D. Exchange Controls”.
Our Revenues
The following chart shows a breakdown of our
revenues for the periods indicated:
2025 2024 2023
Ps. Thousand % of revenue Ps. Thousand % of revenue Ps. Thousand % of revenue
Revenues from Spot Sales 548,762,404 50.00 % 469,425,989 48.34 % 445,521,508 49.60 %
Sales under contracts 450,329,039 41.04 % 392,764,116 40.45 % 375,306,225 41.78 %
Steam sales 51,757,640 4.72 % 51,976,328 5.35 % 42,367,772 4.72 %
Forestry Segment 19,080,032 1.74 % 28,743,075 2.96 % 16,658,571 1.85 %
Resale of gas transport and distribution capacity 8,876,982 0.81 % 8,006,400 0.82 % 5,322.793 0.59 %
Revenues from CVO thermal plant management 18,616,093 1.70 % 20,137,230 2.07 % 13,087,278 1.46 %
Total revenues from ordinary activities 1,097,422,190 100.00 % 971,053,138 100.00 % 898,264,147 100.00 %
In the year ended December 31, 2023, we sold
79.12% of the electric power volumes we generated and derived 49.60% of our revenues under the spot market. In the year ended December
31, 2024, we sold 77.27% of the electric power volumes we generated and derived 48.34% of our revenues under the spot market. In the year
ended December 31, 2025, we sold 73.05% of the electric power volumes we generated and derived 50.00% of our revenues under the spot market.
We also continue to sell a portion of electric power in the spot market under the regulatory framework established prior to the Spot Sales
which is Energía Plus. For further information see “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration
Scheme—The Current Remuneration Scheme.
In addition, we sell generation capacity and
electric power under negotiated contracts with private sector counterparties under Energía Plus and other outstanding contracts,
as well as Purchase Power Agreements (PPAs) with CAMMESA (both shown under the line item “Sales under contracts”). Sales under
contracts generally involve PPAs with customers and are contracted in U.S. dollars. For PPAs for thermal sources, prices in these contracts
may include the price of fuel used for generation, the cost of which is assumed by the generator. For terms longer than one year, these
contracts typically include electric power price updating mechanisms in the case of fuel price variations or if the generator is required
to use liquid fuels in the event of a shortage of natural gas.
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Below we summarize key aspects of our most significant
sources of revenue, which include: (i) the Spot Sales, (ii) Sales under contracts (iii) steam supply contracts with YPF and Terminal 6
Industrial S.A., (iv) Resale of natural gas transportation capacity and (v) Forestry sales.
Spot Sales (also known as Energía
Base)
On October 21, 2025, the SE issued a new framework
to liberalize Argentina’s WEM starting from November 1, 2025. The core objective of the SE’s policy is to gradually reform
the WEM through a progressive transition.
As part of this framework,
a new term market (MAT) for capacity and energy was established. Generators that previously only had access to the thermal spot market
are now permitted to participate in the MAT, allowing them to sell up to 20% of their output in the MAT to large users and up to 100%
to distributors (DisCos).
New Pricing Mechanism:
Spot Market Remuneration
System: Energy remuneration will partially capture marginal rent on top of the variable cost of producing energy, according to the following
formula:
RMA = (CMgh ×
FP – CVP) × FRA
RMA: Adapted marginal rent
CMgh: Hourly system marginal
cost
FP: Loss factor
CVP: Variable production
cost declared by the unit
FRA (Factor de Renta
Adaptado or Adjusted Revenue Factor): Parameter that bounds the captured rent for thermal generation.
New generation = 1 (capturing
100% of the rent) Legacy assets with self-fuel management: 15% (2025–2026), 25% (2027), 35% (2028 and thereafter). If the generator
subscribes to the NG Agreement (using CAMMESA’s Plan Gas volumes), the FRA will be affected by the FRC factor: 0.8 for the first
two years and 0.5 from 2028 onward.
Capacity payment in
the spot market:
A PPAD payment of US$12/MW-month
is established for available capacity, remunerating 90 hours per week and weighted by a fuel-based factor: Single-fuel natural gas (NG):
1.1 (summer/winter), 0.9 (rest of the year) Alternative fuels (Fuel Oil, Gasoil): 1.5 (summer/winter), 1.0 (rest of the year). Thermal
power plants without their own fuel management or supplied by CAMMESA will be remunerated at: 100% of capacity when dispatched and 80%
when not dispatched, until December 2026; 40% during 2027; and 0% from 2028 onward.
Reliability Reserve:
An additional US$1,000/MW-month
is recognized as a reliability reserve, regardless of the fuel or management approach, and US$9,000/MW-month for new assets (10-year PPA
term).
All components are US$-denominated.
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Additionally, Res. No.
400 establishes the Capacity Term Market, allowing demand to access physical backup in case of supply restrictions. Thermal generators
participating in this scheme must have their own fuel management. As a requirement to access the remuneration scheme under Res. 400, combined-cycle
units previously subscribed to Res. 59/2023 must withdraw from that resolution.
Res. No. 294/2024, which
establishes additional remuneration for GTs and STs in the spot market under the Power Availability and Reliability Improvement Commitment,
remains in force without modifications until March 2027.
Fuel Management Transition:
CAMMESA
will continue to supply contracted capacity under the Plan Gas IV program through December 2028. From 2029 onward, generators will be
fully responsible for their own fuel management.
For natural
gas, thermal generators must choose one of the following alternatives:
• Self-management
of fuel supply. Under this option, generators will manage and procure their own natural gas requirements.
• Agreement
with CAMMESA (while Plan Gas remains in force). Under this option, generators may enter into an agreement with CAMMESA, under
which fuel costs will be based on a mix of Plan Gas and/or liquefied natural gas (LNG) import costs, updated on a bi-weekly basis.
• Transferred
gas. Producers participating in Plan Gas may withdraw, in whole or in part, volumes from their contracts with CAMMESA or ENARSA
and freely negotiate supply conditions directly with generators.
Pursuant to Resolution No. 21/2025, effective
March 1, 2025, thermal generators participating in the spot market are permitted to manage their own fuel procurement. In the event a
generator is unable to secure fuel independently, CAMMESA will serve as a supplier of last resort. Fuel costs associated with self-managed
procurement are valued based on reference prices declared in the “Declaration of CVP (variable cost of production),"
which includes freight, transportation, natural gas distribution, and applicable taxes and charges.
During 2025, 2024 and 2023 Central Puerto purchased
the necessary fuel (natural gas) for the operation of some of its thermal units, as shown below:
Natural Gas (NG self-procured – dam³,
monthly)
Months with values only
2023 CTM T6 / San Lorenzo CT Puerto CTBRILOG CT Costanera Total
Jan 14,881 5,202 — — — 20,083
Feb 13,218 4,030 — — — 17,248
Mar 13,847 6,085 — — — 19,932
Apr 12,088 6,184 — — — 18,272
May 12,286 6,215 — — — 18,501
Jun 15,856 7,372 — — — 23,228
Jul 15,951 5,275 — — — 21,226
Aug 18,853 6,492 — — — 25,345
Sep 14,838 2,411 — — — 17,249
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2024 CTM T6 / San Lorenzo CT Puerto CTBRILOG CT Costanera Total
Jan 15,875 5,270 — — — 21,145
Feb 14,329 5,160 — — — 19,489
Mar 15,079 170 — — — 15,249
Apr 14,630 3,830 — — — 18,460
May 15,535 7,912 — — — 23,447
Jun 18,492 9,937 — — — 28,429
Jul 18,828 9,112 — — — 27,940
Aug 19,028 7,723 — — — 26,751
Sep 15,300 7,849 — — — 23,149
2025 CTM T6 / CT Puerto CTBRILOG CT Costanera Total
Jan — — — — — —
Feb — — — — — —
Mar 11,347 — 5,783 — — 17,130
Apr — — — — — —
May 14,252 — — — — 14,252
Jun — 4,259 1,609 — — 5,868
Jul 16,135 7,711 — — — 23,846
Aug 1,512 21,827 3,176 — — 26,515
Sep 3,671 7,635 — — — 11,306
Oct — — — — — —
Nov — — — — — —
Dec 3,294 — 9,427 — 9,592 22,313
Gas Oil (GO self-procured – m³)
Months with values only
2025 T6 CT Puerto Total
Jun 1,511 9,321 10,832
Jul 10,358 10,845 21,203
Total 11,870 20,166
Fuel Oil (FO self-procured – tons
Months with values only
2025 CT Puerto Total
Jun 10,900 10,900
Jul 8,273 8,273
Total 19,173
Payments by CAMMESA to generators related to
the sale of energy under the Spot Sales during each month are due 42 days following the end of such month. In 2024 and 2025 average delay
was 2 to 5 days after the due date of payment (for further information on the duration of these delays see “Item 11. Quantitative
and Qualitative Disclosures about Market Risk—Credit Risk”).
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Sales Under Contracts, Steam Sales and
Others
Sales under contracts
We have sales under contracts, including (i)
term market sales under contract, (ii) former spot thermal and hydro which are eligible to be sold under contract in the new MAT (Resolution
400/25), (iii) MATER sales under contracts, (iii) Energía Plus sales under contract; and (iv) sales of energy under the RenovAr
Program. Term market sales under contract and Energía Plus sales under contract include power and energy sales from conventional
sources under agreements signed with both private enterprises and government agencies. MATER sales under contracts and sales of energy
under the RenovAr Program include sales of electricity generated exclusively from non-conventional sources under negotiated contracts
with private and public sector counterparties, respectively. La Castellana II, Manque, Los Olivos and La Genoveva II and San Carlos have
PPAs under the MATER framework and La Castellana I, Achiras, La Genoveva I and Guañizuil II A and the Cafayate plant have PPAs
under the RenovAr Program.
Steam supply to YPF—Luján de
Cuyo plant
On December 15, 2017, we signed a new steam supply
contract with YPF for a period of 15 years. New cogeneration units were set in place, in order to provide YPF Lujan de Cuyo refinery with
180 tn/h of steam. Commercial operation started on October 5, 2019, and receivables under this contract are denominated and invoiced in
U.S. dollars. For further information on the steam supply agreements with YPF for the Luján de Cuyo plant, see “Item 5.A.
Operating Results—Factors Affecting Our Results of Operations—Sales Under Contracts, Steam Sales and Others —Steam supply
to YPF—Luján de Cuyo plant”.
Steam supply to T6 Industrial S.A.—
San Lorenzo plant
On December 27, 2017, we entered into a 15-year
steam supply agreement with T6 Industrial S.A. for the new co-generation unit at our San Lorenzo plant. The new cogeneration can supply
up to 370 tn/h of steam to T6 Industrial S.A. Commercial operation started on October 31, 2021. On September 2, 2022, the parties entered
into an amended and restated steam supply agreement, through which certain amendments and the purchase by Central Puerto of the real estate
property in which the plant is located were agreed.
Resale of natural gas transportation capacity
Our contract with TGS for natural gas transportation
capacity has been in effect since 2018. Pursuant to the terms of our agreement with YPF EE, we resell our gas transportation capacity
to YPF EE through the resale system established by Resolution ENARGAS 419/97. Because the resale system is open to third parties, it does
not ensure that YPF EE will receive the gas transportation capacity necessary to operate the La Plata plant. Accordingly, on July 20,
2018, we registered as natural gas sellers with the Ministry of Energy and ENARGAS, which permits us to resell our gas transportation
capacity directly to YPF EE without the risk of intervention from interested third parties.
Forestry sales
As a result of our acquisitions in the
forestry industry, carried out in December 2022 and May 2023, we have another source of revenues provided by five subsidiaries (the operations
of which were fully merged and absorbed by us starting from June 30, 2025): Forestal Argentina S.A., Loma Alta Forestal S.A., EVASA, Estancia
Celina S.A. and Las Misiones S.A. 2023 was the first year with forestry sales since Forestal Argentina S.A. and Loma Alta Forestal S.A.
were acquired on December 27, 2022, and EVASA, Estancia Celina S.A. and Las Misiones S.A. were acquired on May 3, 2023. For additional
information concerning the merger of our forestry subsidiaries, see “Item 4. Information of the Company—Recent Developments—Simplification
of Corporate Structure at Central Puerto S.A.”
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Electric Power Demand and Supply
Demand for electric power depends, to a significant
extent, on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In general, the demand
for electric power varies depending on weather conditions and the performance of the Argentine economy, as businesses and individuals
generally consume more energy and are better able to pay their bills during periods of economic stability or growth. As a result, electric
power demand is affected by Argentine Governmental actions concerning the economy, including with respect to inflation, interest rates,
price controls, taxes and energy tariffs.
The following chart shows Argentina’s energy
demand and CEPU’s generation and share of generation for the year ended December 31, 2025:
Region Demand (MWh) Total Generation (MWh) CEPU Generation (MWh) CEPU Share of Demand (%) CEPU Share of Generation (%)
Buenos Aires (Total) 69,217,099 52,858,328 8,882,622 12.83% 16.80%
Litoral 16,774,702 14,991,371 2,543,442 15.16% 16.97%
Centro 12,635,108 11,362,394 1,567,300 12.40% 13.79%
Noroeste 12,067,291 11,550,584 89,067 0.74% 0.77%
Patagonia + Comahue 11,645,036 30,628,625 2,683,379 23.04% 8.76%
Noreste 10,588,378 14,500,347 - 0.00% 0.00%
Cuyo 8,321,630 6,905,277 2,837,563 34.10% 41.09%
Total 141,249,244 142,796,926 18,603,374 13.17% 13.03%
__________________
Source: CAMMESA’s
monthly summary report published in December 2025 (“Demanda mensual” and “Generación local mensual”).
During 2025, thermal generation continued to
be the main source of electricity supply for Argentina, contributing 75,239 GWh (52.7%), followed by hydroelectric generation net of pumping,
which contributed 31,518 GWh (22.1%), renewable generation, which contributed 25,279 GWh (17.7%) and nuclear generation, which contributed
10,761 GWh (7.5%). There were also imports to cover domestic demand, in the amount of 4,304 GWh (2.9% of the total energy supplied. Imported
volumes from Uruguay, Paraguay and Brazil were 8% lower than in 2024. Hydroelectric generation in 2025 registered a 9.8% decrease when
compared to 2024, due to low water flows in the Comahue region.
As of December 31, 2025, total installed capacity
was 44,177 MW, representing an increase of 2.4% from 43,148 MW as of December 31, 2024. Capacity additions included 489 MW from combined
cycle facilities, 303 MW from wind generation, and 803 MW from solar generation. These additions were partially offset by the retirement
of 588 MW of steam turbine/gas turbine (ST/GT) capacity.
Public Bid Process for New Renewable Energy
Generation Units
In 2016, the former Ministry of Energy and Mining
called for bids to install 1,000 MW of new renewable energy units (the “RenovAR Program”). This bid process is governed by
Law No. 27,191 and Decree No. 531/16, which encouraged the increase of energy generation from renewable sources by providing, among other
things, significant tax benefits. See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Structure of
the Industry—RenovAR (Round 1, Round 1.5 and Round 2): Bidding Process for Renewable Energy Generation Projects”.
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The second stage of the RenovAR Program established
targets for renewable energy generation as a percentage of Argentina’s total electricity demand, as set forth in Law No. 27,191:
12.00% by December 31, 2019; 16.00% by December 31, 2021; 18.00% by December 31, 2023; and 20.00% by December 31, 2025. In 2025, generation
from non-hydro renewable sources (primarily wind and solar) contributed 17.9% of total domestic demand.
Presentation of Financial Statements
Critical Accounting Policies
This discussion and analysis of our financial
condition and results of operations is based upon our Audited Consolidated Financial Statements, which have been prepared in accordance
with IFRS Accounting Standards. The preparation of our Audited Consolidated Financial Statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities.
Critical accounting policies are those that reflect
significant judgments, estimates or uncertainties and could potentially lead to materially different results under different assumptions
and conditions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond our control. Such changes are reflected in the assumptions when they occur. Therefore,
actual results may differ from these estimates under different assumptions or conditions. These assumptions are reviewed at the end of
each reporting period.
We have described below what we believe are our
most critical accounting policies that involve a high degree of judgment and/or estimates and the methods of their application. For further
information on the accounting policies and the methods used in the preparation of the Audited Consolidated Financial Statements, see Note
2.3 to our Audited Consolidated Financial Statements.
Business Combinations
Business combinations are accounted for
using the acquisition method when the Group takes effective control of the acquired company.
The Group will recognize in its financial
statements the acquired identifiable assets, the assumed liabilities, any non-controlling interest and, if any, goodwill according to
IFRS 3.
The acquisition cost is measured as the
aggregate of the transferred consideration, measured at fair value on that date, and the amount of any non-controlling interest in the
acquiree. The Group will measure the noncontrolling interest in the acquiree at fair value or at the proportional interest in the identifiable
net assets of the acquiree.
If the business combination is made in
stages, the Group will measure again its previous holding at fair value at the acquisition date and will recognize income or loss in the
consolidated statement of comprehensive income.
Goodwill is measured at cost, as the excess
of the transferred consideration regarding the acquired identifiable assets and the net assumed liabilities of the Group. If this consideration
is lower than the fair value of the identifiable assets and of the assumed liabilities, the difference is recognized in the consolidated
statement of income. If the fair value of the net assets acquired is higher than the consideration paid, the Group reassesses whether
it has properly identified all the assets acquired and all the liabilities assumed and reviews the procedures used to measure the amounts
to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of the net assets acquired
in comparison to the consideration paid, then the gain is recognized in the consolidated statement of income.
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On February 17, 2023, we acquired Central
Costanera S.A. The business combination was accounted for using the "acquisition method" provided for in IFRS 3. As a result
of the application of this method, we determined that the consideration transferred was lower than the fair value of the assets acquired
and liabilities assumed at the acquisition date. Therefore, we recognized a gain from bargain purchase amounting to Ps. 97,641,005 thousand
in the consolidated statement of income for the year ended December 31, 2023. During 2024, we have revised the preliminary allocation
of the price and the valuation at fair value of the identifiable assets and liabilities assumed made in 2023 and no modifications have
been identified.
On May 3, 2023, we acquired the companies
Empresas Verdes Argentina S.A., Las Misiones S.A. and Estancia Celina S.A. The business combination was accounted for using the "acquisition
method" provided for in IFRS 3. As a result of the application of this method, we determined that the consideration transferred was
lower than the fair value of the assets acquired and liabilities assumed at the acquisition date. Therefore, we recognized a gain from
bargain purchase amounting to Ps. 110,462,776 thousand in the consolidated statement of income for the year ended December 31, 2023. During
2024, we have revised the preliminary allocation of the price and the valuation at fair value of the identifiable assets and liabilities
assumed made in 2023 and no modifications have been identified.
Impairment of Property, Plant and Equipment
and Intangible Assets
The Group assesses at each reporting period-end
whether an existing event or one that took place after year end and provides additional evidence of conditions that existed at the end
of the reporting period, indicates that an individual component or a group of property, plant and equipment and/or intangible assets with
limited useful lives may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of the fair value less costs to sell, and the value-in-use. That amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets; in
which case, the cash flows considered are the ones from the cash-generating unit (“CGU”) where such asset belongs.
Where the carrying amount of an individual
asset or CGU exceeds its recoverable amount, the individual asset or CGU, as the case may be, is considered impaired and is written down
to its recoverable amount.
In assessing value in use of an individual
asset or CGU, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market
assessments of the time value of money and the risks specific to the individual asset or CGU, as the case may be.
In determining fair value less costs to
sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation
model is used. These calculations are verified by valuation multiples, quoted values for similar assets on active markets and other available
fair value indicators, if any.
The Group assesses if environmental risks,
including physical and transition risks, could have a significant impact. In such a case, these risks are included in the cash flows when
calculating the value-in-use. See Note 23 to our Audited Consolidated Financial Statements for more information regarding the impact of
environmental risks.
The Group bases its impairment calculation
on detailed budgets and forecast calculations which are prepared separately for each of the Group’s CGU to which the individual
assets are allocated.
Impairment losses of continuing operations
are recognized in a specific line of the consolidated statement of income.
In addition, for the assets for which an
existing event, or one that took place after year end and provides additional evidence of conditions that existed at the end of the reporting
period, indicates a previously recognized impairment loss may no longer exist or may have decreased, the Group makes an estimate of the
recoverable amount of the individual asset or of the cash generating unit, as the case may be.
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A previously recognized
impairment loss is reversed only if there has been a change in the assumptions used to determine the individual assets or CGU’s
recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset or
CGU does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of the related depreciation
or amortization, had no impairment loss been recognized for the asset or CGU in prior periods. Such reversal is recognized in the statement
of income in the same line in which the related impairment charge was previously recognized, unless the asset is carried at a revalued
amount, in which case, the reversal is treated as a revaluation increase.
The Group has identified
triggers for potential impairment reversal of its property, plant and equipment and/or intangible assets with finite useful life related
to the issuance of the Res. No. 400/2025 and the evolution of the exchange rate in relation to the evolution of the inflation index. On
the other hand, the Group has identified a triggering of potential impairment related to the additional costs incurred in the construction
of the San Carlos Solar Park as compared to its budget.
In order to measure the
recoverability of its conventional and renewable Electric Power Generation property, plant and equipment and its intangible assets with
finite useful lives and with indicators of impairment or impairment reversal, the Group has used the value in use of such assets, except
for the generating group classified as “Gas turbines” and the land on which the Puerto Nuevo and Nuevo Puerto thermoelectric
plants are located, for which the Group has used the fair value less cost of sale. As a result of the recoverability analysis, the Group
has concluded that the net book value of its property, plant and equipment and intangible assets is recoverable, except for the assets
comprising the cash generating unit corresponding to the San Carlos Solar Park. On the other hand, the Group has reversed impairment losses
in the following cash-generating units: the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the
Brigadier Lopez thermoelectric power plant, the Manque and La Genoveva wind farms, and the generating group classified as “Gas turbines”.
For the year ended December 31, 2025, the Group recorded net Ps. 60,950 million of impairment reversal of property plant and equipment
and intangible assets net of the San Carlos Solar Plant’s impairment.
Cash-Generating
Units (CGUs): Luján de Cuyo Combined Cycle Plant, Terminal 6 San Lorenzo Cogeneration Unit, Brigadier López Thermoelectric
Power Plant, Manque and La Genoveva Wind Farms, and San Carlos Solar Park
The Group has estimated
that the carrying amount of the assets comprising the cash-generating unit corresponding to the combined cycle plant located in Luján
de Cuyo is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property,
plant and equipment amounting to Ps. 1,191,582 thousand was determined, allocated within the headings “Electric power facilities
and other equipment,” “Land and buildings,” and “Other,” and recognized under the item “Impairment
reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year
ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Luján de Cuyo combined cycle plant
amounts to Ps. 89,198,481 thousand.
The Group has estimated
that the carrying amount of the assets comprising the cash-generating unit corresponding to the Terminal 6 San Lorenzo cogeneration unit
is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on property, plant
and equipment amounting to Ps. 12,313,826 thousand was determined, allocated within the headings “Electric power facilities and
other equipment”, “Land and buildings,” and “Other,” and recognized under the item “Impairment reversal
(Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended
December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Terminal 6 San Lorenzo cogeneration unit amounts
to Ps. 523,027,037 thousand.
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The Group has estimated
that the carrying amount of the assets comprising the cash-generating unit corresponding to the Brigadier López thermoelectric
power plant is lower than its recoverable amount. Therefore, a gain from the reversal of a previously recognized impairment charge on
property, plant and equipment amounting to Ps. 40,815,701 thousand was determined, allocated within the headings “Electric power
facilities and other equipment”” “Land and buildings,” “Construction in progress,” and “Other,”
as well as Ps. 1,821,080 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of
property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025.
After recognizing such impairment reversal, the carrying amount of the Brigadier López thermoelectric power plant amounts to Ps.
423,351,892 thousand.
The Group has estimated
that the carrying amount of the assets comprising the Manque wind farm is lower than its recoverable amount. Therefore, a gain from the
reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 5,484,829 thousand was determined,
allocated within the headings “Land and buildings,” “Wind turbines,” “Electric power facilities and other
equipment”” and “Other,” as well as Ps. 2,352 thousand within intangible assets, and were recorded under the item
“Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement of
income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the Manque wind farm amounts
to Ps. 97,217,332 thousand.
Likewise, the Group has
estimated that the carrying amount of the assets comprising the La Genoveva wind farm is lower than its recoverable amount. Therefore,
a gain from the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 9,289,018 thousand
was determined, allocated within the items “Land and buildings,” “Wind turbines,” “Electric power facilities
and other equipment” and “Other,” as well as Ps. 54,234 thousand within intangible assets, and were recorded under the
item “Impairment reversal (Impairment) of property, plant and equipment and intangible assets” in the consolidated statement
of income for the year ended December 31, 2025. After recognizing such impairment reversal, the carrying amount of the La Genoveva wind
farm amounts to Ps. 138,187,766 thousand.
Finally, the Group has
estimated that the carrying amount of the assets comprising the San Carlos Solar Park exceeds its recoverable amount by Ps. 12,059,549
thousand. Therefore, an impairment charge was recognized on property, plant and equipment amounting to Ps. 11,754,641 thousand, allocated
within the headings “Electric power facilities and other equipment” “Land and buildings” and “Other,”
as well as Ps. 304,908 thousand within intangible assets, and were recorded under the item “Impairment reversal (Impairment) of
property, plant and equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025.
After recognizing this impairment, the carrying amount of the San Carlos Solar Park amounts to Ps. 18,160,006 thousand.
The key assumption to estimate
the value in use is the following:
-
Revenue: the revenue has been determined for the budgeted period on the basis of the energy and power sales prices arising from the current
resolutions issued by the Secretariat of Energy (SE) and on the basis of the power purchase agreements entered into, considering effects
generated by current regulations in connection with the future mix between spot sales and power purchase agreements, where applicable.
In this regard, the Group considered different weighted alternatives in relation to the evolution of the mentioned mix, which implied
the development of different scenarios with different estimates of the expected cash flows and the assignment of probabilities of occurrence
based on the Group's experience and expectations.
Other relevant assumptions
are described below:
-
Costs: costs have been determined on the basis of operating costs incurred in the past, the most significant cost being maintenance, which
was estimated under the terms of the contracts in force with suppliers.
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-
Discount rate: it represents the current market assessment of the specific risks of the Company, taking into consideration the time-value
of money. Discount rate calculation is based on the circumstances of the market participants, and it is derived from the weighted average
cost of capital (WACC). The WACC rate takes into consideration both debt and equity. The cost of equity is derived from the expected return
on investment by market participant investors, whereas the cost of debt is based on the conditions of the debt which market participants
could access to. The specific risks of the operational segment are incorporated by applying individual beta factors, which are annually
assessed from the available public information of the market.
Discount rates used to
determine the value in use as of December 31, 2025, were from 10% to 11.1% after income tax, depending on the term of the future cash
flows.
Any increase in the discount
rate would result in additional impairment for the San Carlos solar park cash-generating unit.
-
Macroeconomic variables: estimated inflation and devaluation rates, as well as exchange rates used, were obtained from external sources,
which are well-known consulting firms dedicated to the local and global economic analysis, widely experienced in the market.
During
2024, the Group recorded impairment losses of Ps. 132,525 million and Ps. 1,761 million in property, plant and equipment and in intangible
assets, respectively, related to the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectrical power plant, the combined
cycle power plant located in Lujan de Cuyo, the Buenos Aires combined cycle power plant located at the Costanera plant, the Manque wind
farm and the La Genoveva wind farm.
The Luján de Cuyo
combined cycle plant, the Brigadier López thermoelectrical plant, and the Terminal 6 San Lorenzo cogeneration unit belong to the
conventional energy generation segment. The Manque and La Genoveva wind farms and the San Carlos Solar Park belong to the renewable energy
generation segment.
Gas turbines
During 2025, the Group
assessed the recoverability of turbines as individual assets and estimated that the carrying amount of the General Electric generator
group, which is stored at the facilities of the Nuevo Puerto power plant, is lower than its recoverable amount. Therefore, a gain from
the reversal of a previously recognized impairment charge on property, plant and equipment amounting to Ps. 2,037,281 thousand was determined
within the heading “Turbines” and recognized under the item “Impairment reversal (Impairment) of property, plant and
equipment and intangible assets” in the consolidated statement of income for the year ended December 31, 2025. To determine the
recoverable value of this generating group, the Group has used the fair value less costs to sell. After recognizing such impairment reversal,
the carrying amount of the General Electric generator group amounts to Ps. 30,688,398 thousand.
New standards and
interpretations adopted
As from the fiscal year
beginning January 1, 2025, the Group has applied for the first time certain new and/or amended standards and interpretations as issued
by the IASB.
Below is a brief description
of the new and/or amended standards and interpretations adopted by the Group and their impact on these consolidated financial statements.
Lack of interchangeability
- Amendments to IAS 21
The effects of changes
in foreign currency exchange rates establish how entities should assess whether a currency is interchangeable with another currency and
how they should determine the exchange rate to be applied when a currency is not interchangeable. In addition, the amendments require
entities to disclose information that allows users of their financial statements to assess how the lack of interchangeability of a currency
affects or is expected to affect their financial performance, financial position and cash flows.
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The amendments have not
had a material impact on the Group's financial statements.
Segment Reporting
As of December 31, 2025, we divided our business
into three segments: electric power generation from conventional sources, electric power generation from renewable sources and forest
activity. Management and operations of thermal plants are not included in these segments given that such information is not material for
our business operations.
As of December 31, 2024, we operated a fourth
business segment focused on natural gas transport and distribution. This segment consisted primarily of our activities in the natural
gas distribution sector in the Cuyo and Centro regions of Argentina through our equity investment in our former associate, Ecogas.
Results of Operations for the Years Ended
December 31, 2025, 2024 and 2023.
We discuss below: (i) our results of operations
for the year ended December 31, 2025, as compared with our results of operations for the year ended December 31, 2024; and (ii) our results
of operations for the year ended December 31, 2024, as compared with our results of operations for the year ended December 31, 2023.
2025 2024 2023 Change December 31,
Ps. thousands Ps. thousands Ps. thousands 2025/2024 2024/2023
Revenues 1,097,422,190 971,053,138 898,264,147 13.0% 8.1 %
Cost of sales (704,479,179 ) (587,401,731 ) (602,054,045 ) 19.9% (2.43 %)
Gross income 392,943,011 383,651,407 296,210,102 2.4% 29.52 %
Administrative selling expenses (101,430,467 ) (101,085,244 ) (90,963,332 ) 0.3% 11.13 %
Other operating income 129,747,106 165,304,546 680,945,993 (21.5% ) (75.72 %)
Other operating expenses (111,836,786 ) (54,165,109 ) (43,338,742 ) 106.5% 24.98 %
Impairment reversal / (Impairment) of property, plant and equipment and intangible assets 60,950,354 (134,286,909 ) 126,029,102 (145.4% ) (206.55 %)
Operating income 370,373,218 259,418,691 968,883,123 42.8% (73.22% )
Gain (Loss) on net monetary position 6,387,392 (24,793,947 ) (362,411,869 ) (125.8% ) (93.16 %)
Finance income 125,498,842 154,337,361 659,454,202 (18.7% ) (76.60 %)
Finance expenses (243,562,018 ) (225,750,640 ) (1,022,034,987 ) 7.9% (77.91 %)
Share of the profit of associates 59,699,292 21,218,364 17,519,590 181.4% 21.11 %
Result from investments in entities measured at fair value 134,631,734 3,306,136 __ 3,972.2% __
Gain from bargain purchase __ __ 208,103,781 __ (100.00 %)
Income before income tax 453,028,460 187,735,965 469,513,840 141.3% (60.01 %)
Income tax for the year (100,180,421 ) (107,156,983 ) (51,386,519 ) (6.5% ) 108.53 %
Net income for the year 352,848,039 80,578,982 418,127,321 337.9% (80.73 %)
Earnings per share
– Basic and diluted (Ps.) 230.61 43.42 282.24 431.11% (84.62 %)
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Revenues
from Ordinary Activities
2025 2024 2023 Change December 31,
Ps. thousands Ps. thousands Ps. thousands 2025/2024 2024/2023
Revenues from spot sales(1) 548,762,404 469,425,989 445,521,508 16.90 % 5.37 %
Sales under contracts(2) 450,329,039 392,764,116 375,306,225 14.66 % 4.65 %
Steam sales(3) 51,757,640 51,976,328 42,367,772 (0.42 %) 22.68 %
Forestry Segment 19,080,032 28,743,075 16,658,571 (33.62 %) 72.54 %
Resale of gas transport and distribution capacity 8,876,982 8,006,400 5,322,793 10.87 % 50.42
Revenues from CVO thermal plant management 18,616,093 20,137,230 13,087,278 (7.55 %) 53.87 %
Total revenues from ordinary activities 1,097,422,190 971,053,138 898,264,147 13.01 % 8.10 %
__________________
Notes:-
(1) Includes sales of energy and power to CAMMESA remunerated under Resolutions N° 603/24 since January 1, 2025, N° 27/25 for February 2025, N° 113/25 for March 2025, N° 143/25 April, N° 177/25 May, N° 227/25 June, N° 280/25 July, N° 331/25 August, N° 356/25 September, N° 381/25October 2025 and since November 2025 Resolution N° 400/25 with the new regulatory framework (See “Item 4.B. Business Overview—The Argentine Electric Power Sector—Remuneration Scheme”).
(2) Includes (i) term market sales under contracts and, (ii) energy sold under the Energía Plus, (iii) contracts under the MATER framework and (iv) RenovAr Program sales under contracts (for further information regarding term market sales under contract, see “Item 4.B. Business Overview—Our Customers”).
(3) Includes steam sold under steam sale contract with YPF from the Luján de Cuyo Plant and Terminal 6 Industrial S.A. from San Lorenzo cogeneration plant.
Revenues
from Segments
Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps. thousands)
Electric power generation from conventional sources 877,879,872 751,244,644 704,990,089 16.9% 6.56%
Electric power generation from renewable sources 169,324,254 162,921,790 158,205,416 3.9% 2.98%
Forestry Segment 19,080,032 28,743,075 16,658,571 (33.6%) 72.54%
Resale of gas transport and distribution capacity 499,495,314 654,626,123 424,411,998 (23.7%) 54.24%
Others net of adjustments and eliminations(1) (468,357,282) (626,482,494) (406,001,927) (25.4%) 54.31%
Total revenues 1,097,422,190 971,053,138 898,264,147 13.0% 8.1%
__________________
Notes:-
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
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2025 Compared to 2024
Revenues from sales in
2025 totaled Ps. 1,097.42 billion, a 13% increase from Ps. 971.05 billion in 2024. This increase was primarily attributable to: (i) Spot
prices realignment, and (ii) the effect of fuel oil cost passthrough to spot prices, partially offset by lower generation from the Piedra
del Aguila hydro complex due to low water inflows. Thermal PPA reflects new MAT contracts in November and December 2025, and renewables
reflect higher wind resources in 2025 compared to 2024, which implied (i) higher generation volumes and (ii) new solar capacity from the
acquired Cafayate asset (80 MW incorporated in August 2025). Energy sales amounting to Ps. 1,047.20 billion represented 95.4% of our revenues
in 2025, a 14.6% increase compared to 2024.
2024 Compared to 2023
Revenues in 2024 totaled
Ps. 971.05 billion, an 8.10% increase from Ps. 898.26 billion in 2023. This increase was primarily attributable to: (i) 5.37% increase
in spot sales, primarily driven by i) higher thermal generation and ii) higher spot prices. Thermal generation was particularly higher
in some steam turbines located in Puerto Site, Luján de Cuyo and Costanera sites, where also the Siemens combined cycle recorded
higher generation; (ii) 4.65% rise in sales under contracts, mainly explained by higher solar generation, provided that 2024 was the first
full year of operations of the Guañizuil farm. Also higher solar resource availability was registered; (iii) 22.68% growth in steam
sales, mostly explained by higher demand from clients in both Luján de Cuyo and San Lorenzo facilities; (iv) 50.42% increase in
resale of gas transport and distribution capacity, primarily driven by tariff adjustments in distribution and transportation segments
and 53.87% rise in CVO management fees, driven by higher generation of CVO plant as well as higher spot prices; (v) 72.54% increment in
forestry sales.
Cost of Sales
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps. thousands) (in percentages)
Inventories and biological assets at beginning of each year 326,291,664 317,754,281 211,916,572 2.69 % 49.94 %
Acquisition of biological assets __ __ 114,072,028 __ (100.00 %)
Purchases for each period 234,586,291 106,560,695 88,744,345 120.14 % 20.08 %
Employee compensation expense 110,787,097 112,986,452 119,456,508 (1.95 %) (5.42 %)
Other long-term employee benefits 4,273,249 12,330,620 8,290,728 (65.34 %) 48.73 %
Depreciation of property, plant and equipment 156,967,699 143,241,256 182,206,457 9.58 % (21.39 %)
Amortization of intangible assets 2,276,917 3,540,349 17,604,337 (35.69 %) (79.89 %)
Energy and power purchase 6,093,898 4,831,597 4,200,169 26.13 % 15.03 %
Fees and remuneration for services 41,173,423 28,757,284 26,565,299 43.18 % 8.25 %
Maintenance expenses 75,311,773 64,762,685 61,893,779 16.29 % 4.64 %
Consumption of materials and spare parts 40,328,630 34,010,499 37,736,612 18.58 % (9.87 %)
Insurance 18,772,580 27,899,245 26,447,542 (32.71 %) 5.49 %
Fees and royalties 6,114,132 9,119,280 11,562,887 (32.95 %) (21.13 %)
Taxes and contributions 2,016,297 1,918,055 1,239,068 5.12 % 54.80 %
Taxes on bank credits and debits 195,832 137,738 130,752 42.18 % 5.34 %
Miscellaneous 962,223 2,208,964 2,265,888 (56.44 %) (2.51 %)
Transfers to property, plant and equipment __ __ (37,862,919 ) __ 100.00 %
Forestry and forestry production expenses 11,174,227 15,023,755 7.074.857 (25.62 %) 112.35 %
Forestry growth and revaluation of biological assets (87,009,450 ) 28,610,640 36,263,417 (404.12 %) (21.10 )%
Inventories and biological assets at the end of year (245,837,303 ) (326,291,664 ) (317,754,281 ) (24.66 %) (2.69 )%
Total cost of sales 704,479,179 587,401,731 602,054,045 19.93 % (2.43% )
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Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
( Ps. thousands) (in percentages)
Electric power generation from conventional sources (593,931,020) (475,645,906) (514,082,128) 24.90 % (7.48) %
Electric Power Generation from renewable sources (67,579,029) (63,868,226) (55,600,820) 5.80% 14.87 %
Forestry Segment (21,002,788 ) (27,909,551) (15,455,324) (24.70 %) 22.43 %
Resale of gas transport and distribution capacity (317,366,460) (422,737,917) (345,277,354) (24.90 %) 80.58 %
Others net of adjustments and eliminations (1) 295,400,119 402,759,869 328,361,581 (26.70 %) 22.66 %
Total cost of sales (704,479,179) (587,401,731) (602,054,045) 19.93 % (2.43% )
Notes:-
(1) Includes adjustments and eliminations
related to investments accounted for using the equity method.
2025 Compared to 2024
Cost of
sales during the year ended December 31, 2025, totaled Ps.704.48 billion, a 19.93% increase compared to Ps.587.40 billion in 2024. This
increase was mainly driven by higher costs associated with purchases, depreciation of property, plant and equipment, maintenance services,
and consumption of materials and spare parts. These effects were partially offset by lower forestry-related costs.
The increase
in purchases 120.14% reflects higher energy procurement requirements during the period, while depreciation of property, plant and equipment
increased by 9.58% due to a higher asset base and ongoing investments. In addition, maintenance costs rose by 16.29% and fees and services
increased by 43.18%, in line with higher operational activity and inflationary pressures. Consumption of materials and spare parts also
increased by 18.58%, consistent with higher operational demand.
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These
increases were partially offset by reductions in employee-related costs, including a 1.95% decrease in employee compensation expenses
and a 65.34% decrease in long-term employee benefits. Insurance expenses also decreased by 32.71%, along with a 32.95% reduction in royalties.
Forestry operational expenses declined by 25.62%.
By segment
Cost of
sales attributable to electric power generation from conventional sources during the year ended December 31, 2025, totaled Ps.593.93 billion,
a 24.9% increase compared to Ps.475.65 billion in 2024. This increase is mainly explained by higher purchases, maintenance expenses, fees
and services, and consumption of materials and spare parts, partially offset by lower employee-related expenses, depreciation of intangible
assets, and royalties.
Cost of
sales attributable to electric power generation from renewable sources totaled Ps.67.58 billion, a 5.8% increase compared to Ps.63.87
billion in 2024. This increase is mainly driven by higher purchases and depreciation.
Cost of
sales attributable to the forestry segment amounted to Ps.21.00 billion, a 24.7% decrease compared to Ps.27.91 billion in 2024. The decrease
is mainly explained by lower forestry operational expenses.
Cost of
sales attributable to transportation, distribution, and marketing of natural gas totaled Ps.317.37 billion, a 24.9% decrease compared
to Ps.422.74 billion in 2024. This decrease is mainly explained by lower costs associated with the segment, partially reflecting adjustments
in the cost structure and the impact of tariff dynamics.
The “Other”
segment showed a negative cost of Ps.(295.40) billion, compared to Ps.(402.76) billion in 2024, representing a 26.7% variation. This variation
is primarily explained by a reclassification in the Transport and Distribution segment.
2024 Compared to 2023
Cost of sales during the year ended December
31, 2024, totaled Ps. 587.40 billion, a 2.43% decrease from Ps.602.05 billion in 2023. This decrease was mainly the result of a 10.78%
contraction in costs of production, primarily explained by: (i) depreciation and amortizations; (ii) royalties; (iii) revaluation of biological
assets; (iv) consumption of material and spare parts and, to a lesser extent, a decrease in employee compensation expense. These effects
were partially offset by higher (i) energy and power purchases; (ii) taxes and contributions and (iii) forestry and forestry production
expenses.
Cost of sales attributable to electric power
generation from conventional sources in the year ended December 31, 2024, totaled Ps.475.65 billion, a 7.48% decrease from Ps.514.08 billion
in the year ended December 31, 2023. This decrease is mainly explained by lower (i) depreciation and amortizations; (ii) royalties; (iii)
consumption of material and spare parts and, to a lesser extent, a contraction in employee compensation expense. These effects were partially
offset by higher (i) energy and power purchases and (ii) taxes and contributions.
Cost of sales attributable to electric power
generation from renewable sources in the year ended December 31, 2024, totaled Ps.63.87 billion, a 14.87% rise from Ps.55.60 billion in
the year ended December 31, 2023. This increase is mainly attributable to higher (i) energy and power purchases and (ii) taxes and contributions.
Gross Income
Gross income during the year ended December 31,
2025, totaled Ps.392.94 billion, a 2.4% increase from Ps.383.65 billion during the year ended December 31, 2024. Gross income increased
mainly as a result of higher revenues and the evolution of costs described above. The gross margin improved, reflecting a more favorable
relationship between revenues and cost of sales, supported by the impact of tariff adjustments, operational efficiencies, and improved
contribution from certain business segments.
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2024 Compared to 2023
Gross income during the year ended December 31,
2024, totaled Ps.383.65 billion, a 29.52% increase from Ps.296.21 billion during the year ended December 31, 2023, due to the above-mentioned
reasons. The gross margin for the year ended December 31, 2024, was 39.51% compared to a gross margin of 32.98% during the same period
of 2023.
Administrative and Selling Expenses
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps. thousands.) (in percentages)
Electric power generation from conventional sources 78,207,839 83,587,433 80,847,346 (6.44% ) 3.39 %
Electric power generation from renewable sources 5,333,795 6,562,991 5,504,417 (18.73 %) 19.23 %
Resale of gas transport and distribution capacity 71,853,556 97,222,347 89,165,538 (26.09 %) 9.04 %
Forestry Segment 11,000,615 10,934,820 4,611,568 0.60 % 137.12 %
Others net of adjustments and eliminations(1) (64,965,338 ) (97,222,347 ) (89,165,538 ) (33.18 %) 9.04 %
Total administrative and selling expenses 101,430,467 101,085,244 90,963,332 0.34 % 11.13 %
Notes:-
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
2025 Compared to 2024
Administrative and selling expenses during the
year ended December 31, 2025, totaled Ps.101,43 billion, a 0.34% increase from Ps. 101.09 billion during the year ended December 31, 2024.
This was primarily driven by offset effect of: (i) decrease in employee compensation expenses (ii) increases in fees and compensation
for services, and (iii) increase in depreciation of property, plant and equipment.
2024 Compared to 2023
Administrative and selling expenses during the
year ended December 31, 2024, totaled Ps.101.09 billion, an 11.13% increase from Ps.90.96 billion during the year ended December 31, 2023.
This increase was primarily driven by: (i) employee compensation expenses (ii) fees and compensation for services, and (iii) depreciation
of property, plant and equipment.
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Other Operating Income
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps. thousands (in percentages)
Electric power generation from conventional sources 101,325,812 122,785,168 606,507,979 (17.48 %) (79.76 %)
Electric power generation from renewable sources 27,167,985 11,580,550 31,023,115 134.60 % (62.67 %)
Forestry segment 1,326,325 30,781,835 43,030,067 (95.69 %) (28.46 %)
Resale of gas transport and distribution capacity 6,660,863 9,853,068 18,000,810 (32.40 %) (45.26 %)
Others net of adjustments and eliminations (1) (6,733,879 ) (9,696,075 ) (17,615,979) (30.55 %) (44.96 %)
Total 129,747,106 165,304,546 680,945,993 (21.51 %) (75.72 %)
Notes:-
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
2025 Compared to 2024
Other operating income in the year ended December
31, 2025, totaled Ps.129.75 billion, a 21.5% contraction from Ps. 165.30 billion in the year ended December 31, 2024. This decrease was
primarily the result of: (i) lower interest from clients due to lower CAMMESA delays; (ii) lower foreign exchange differences, which had
an impact on the CVOSA credit and (iii) no income associated with the revaluation of biological assets related to the forestry business
segment.
2024 Compared to 2023
Other operating income in the year ended December
31, 2024, totaled Ps.165.30 billion, a 75.72% contraction from Ps. 680.95 billion in the year ended December 31, 2023. This decrease was
primarily the result of: (i) lower interest from clients due to lower CAMMESA delays; (ii) lower foreign exchange differences, which had
an impact on the CVOSA credit and (iii) lower revaluation of biological assets related to the forestry business segment.
Other Operating Expenses
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps. thousands (in percentages)
Electric power generation from conventional sources 20,243,151 33,785,608 31,396,315 (40.08 %) 7.61 %
Electric power generation from renewable sources 6,255,950 16,925,595 637,059 (63.04 %) 2,556.83 %
Resale of gas transport and distribution capacity 11,754,697 5,976,052 5,086,438 96.70 % 17.49 %
Forestry Segment 85,332,271 3,448,002 11,255,155 2374.83 % (69.37 %)
Others net of adjustments and eliminations(1) (11,749,283 ) (5,970,158 ) (5,036,226 ) 96.80 % (18.54 %)
Total other operating expenses 111,836,786 54,165,109 43,338,742 106.47 % 24.98 %
Notes:-
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
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2025 Compared to 2024
Other operating expenses in the year ended December
31, 2025, totaled Ps. 111.84 billion, a 106.47% increase from Ps. 54.17 billion in the year ended December 31, 2024. This increase was
primarily the result of (i) the loss from revaluation of biological assets and (ii) disposal (derecognition) of PPE, materials and spare
parts.
2024 Compared to 2023
Other operating expenses in the year ended December
31, 2024, totaled Ps.54.17 billion, a 24.98% increase from Ps. 43.38 billion in the year ended December 31, 2023. This increase was primarily
the result of (i) Resolutions 58/2024 and 66/2024 (see “Item 3.D. Risk Factors—Risks Relating to the Electric Power Sector
in Argentina—We have, in the recent past, been unable to collect payments, or to collect them in a timely manner, from CAMMESA and
other customers in the electric power sector”) and (ii) expenses due to an incident in a wind farm.
Impairment of property, plant and equipment
and intangible assets
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
(Ps thousands.) (in percentages)
Electric power generation from conventional sources 58,179,470 (94,926,264 ) 58,326,548 (161.29 %) (262.75 %)
Electric power generation from renewable sources 2,770,884 (39,360,645 ) 67,702,554 (107.04 %) (158.14 %)
Total impairment of property, plant and equipment and intangible assets 60,950,354 (134,286,909 ) 126,029,102 (145.39 %) (206.55% )
2025 Compared to 2024
The Group has identified
triggers for potential impairment reversal of its property, plant and equipment’s and/or intangible assets with finite useful live
related to the issuance of Res. No. 400/2025 and the evolution of the exchange rate in relation to the evolution of the inflation index.
On the other hand, the Group has identified a triggering of potential impairment related to the additional costs incurred in the construction
of San Carlos Solar Park as compared to its budget. Therefore, the Group has reversed impairment losses in the following cash-generating
units: Luján de Cuyo combined cycle, cogeneration unit, Terminal 6 San Lorenzo, Brigadier López thermoelectric power plant,
Manque and La Genoveva wind farms, and the generating group classified as “Turbines” for the assets in Central Puerto complex
(Nuevo Puerto facilities). Additionally, the Group has recognized an impairment charge in the San Carlos solar park.
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For further information,
see “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of property, plant and equipment and intangible
assets”.
During 2024, the Group
recorded impairment losses of Ps. 132,525 million and Ps. 1,761 million in property, plant and equipment and in intangible assets,
respectively, related to the Terminal 6 San Lorenzo cogeneration unit, the Brigadier Lopez thermoelectric power plant, the combined cycle
power plant located in Luján de Cuyo, the Buenos Aires combined cycle power plant located at the Costanera plant, the Manque wind
farm and the La Genoveva wind farm.
2024 Compared to 2023
In 2024, we recorded a
Ps.134.28 billion impairment of property, plant and equipment and intangible assets charge related to a reduction in the assessed value-in-use
of the following assets that exceeded their previously recorded book value: the Brigadier Lopez thermoelectric power plant; the San Lorenzo
cogeneration unit; the Lujan de Cuyo combined cycle; the Buenos Aires combined cycle, located in the Costanera site; La Genoveva and Manque
wind farms and the turbines stored in Nuevo Puerto.
In 2023, we recorded a Ps. 126.03 billion recovery
gain related to the impairment reversal for the following assets: the Luján de Cuyo combined cycle power plant, the San Lorenzo
cogeneration unit, the Manque and La Genoveva wind farms, the turbine stored in Nuevo Puerto and Other Land and Buildings, partially offset
by the Brigadier Lopez thermoelectric power plant impairment.
Operating Income
Year ended December 31, Change December 31,
2025 2024 2023 2025/2024 2024/2023
( Ps. thousands.) (in percentages)
Electric power generation from conventional sources 345,003,144 186,084,599 743,498,827 85.40 % (74.97 %)
Electric power generation from renewable sources 120,094,349 47,784,883 195,188,788 151.32 % (75.52 %)
Resale of gas transport and distribution capacity 105,181,464 138,542,875 2,883,479 (24.08 %) 4,704.71 %
Forestry Segment (96,929,317 ) 17,232,538 28,366,589 (662.48 %) (39.25 %)
Others net of adjustments and eliminations(1) (102,976,422 ) (130,226,204 ) (1,054,561 ) (20.92 %) 12,248.86 %
Total operating income 370,373,218 259,418,691 968,883,123 42.77 % (73.22 %)
Notes:-
(1) Includes adjustments and eliminations related to investments accounted for using the equity method.
2025 Compared to 2024
Operating income in the year ended December
31, 2025, totaled Ps. 370.37 billion, a 42.77% increase from Ps. 259.42 billion in the year ended December 31, 2024. This result is mainly
attributable to the reversal of impairment of property, plant and equipment and intangible assets. This effect was partially offset by
Forestry business unit negative Result from growth and revaluation of biological assets in Other Operating Expenses of Ps. 87.00 billion.
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2024 Compared to 2023
Operating income in the year ended December 31,
2024, totaled Ps.259.42 billion, a 73.22% decrease from Ps.968.88 billion in the year ended December 31, 2023. This result is mainly attributable
to (i) 2023 foreign exchange gains on CVOSA receivables that had a positive impact compared to 2024 and (ii) the recognition of an impairment
reversal in 2023, while in 2024 an impairment charge was recorded along with lower gains from the remeasurement of CVOSA receivables.
Gain (Loss) on net monetary position
2025 Compared to 2024
Loss on net monetary position in the year ended
December 31, 2025, totaled a Ps. 6.39 billion gain, compared to a Ps. 24.79 billion loss in the year ended December 31, 2024. This is
explained by the impact of inflation indices on the Group net monetary position.
2024 Compared to 2023
Loss on net monetary position in the year ended
December 31, 2024, totaled a Ps.24.79 billion loss, a 93.16% decrease from a Ps.362.42 billion loss in the year ended December 31, 2023.
This is the result of lower inflation rates.
Finance Income
2025 Compared to 2024
Finance income in the year
ended December 31, 2025, totaled Ps.125.49 billion, a 18.7% decrease from Ps. 154.34 billion in the year ended December 31, 2024. The
decrease was primarily the result of lower gains on financial assets at fair value through profit of
Ps. 119.96 billion in the year ended December 31, 2025, compared to Ps. 131.85 billion in
the year ended December 31, 2024.
2024 Compared to 2023
Finance income in the year ended December 31,
2024, totaled Ps.154.34 billion, a 76.60% decrease from Ps.659.45 billion in the year ended December 31, 2023. The decrease was primarily
the result of: (i) a 67.54% lower interest earned from Ps. 16.61 billion in 2023 to Ps. 5.39 billion in 2024, (ii) a 79.03% lower net
income on financial assets which decreased from Ps. 628.78 billion in 2023 to Ps. 131.85 billion in 2024 and (iii) an 80.10% lower income
from swap contracts, which decreased from Ps. 14.07 billion in 2023 to Ps. 2.80 billion in 2024.
Finance Expenses
2025 Compared to 2024
Finance expenses in the year ended December
31, 2025, totaled Ps. 243.56 billion, a 7.9% increase from Ps.225.75 billion in the year ended December 31, 2024. This increase is primarily
the result of: (i) higher foreign exchange differences on financial liabilities which increased to Ps. 185.99 billion in 2025 compared
to Ps. 145.08 billion in 2024 partially offset by (ii) lower loan interest expenses, which decreased to Ps. 50.92 billion in 2025 compared
to Ps. 74.50 billion in 2024.
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2024 Compared to 2023
Finance expenses in the year ended December 31,
2024, totaled Ps. 225.75 billion, a 77.91% decrease from Ps. 1,022.03 billion in the year ended December 31, 2023. This contraction is
primarily the result of: (i) lower foreign exchange differences on financial liabilities which decreased from Ps. 940.32 billion in 2023
to Ps. 145.07 billion in 2024 and (ii) lower bank fees, which decreased from Ps. 8.05 billion in 2023 to Ps. 6.13 billion in 2024.
Share of the Profit of Associates
2025 Compared to 2024
Share of the profit of associates in the year
ended December 31, 2025, totaled a gain of Ps. 59.70 billion compared to a gain of Ps. 21.22 billion in 2024, mainly due to the results
registered in connection with the associate Ecogas Group (See Note 3.1. to our Audited Consolidated Financial Statements).
2024 Compared to 2023
Share of the profit of associates in the year
ended December 31, 2024, totaled a gain of Ps.21.22 billion compared to a gain of Ps.17.52 billion in 2023, mainly due to the gains resulting
from the operations of Ecogas in 2024.
Gain from bargain purchase
2025 Compared to 2024
There was no gain for bargain purchase for the
years ended December 31, 2025 and 2024.
2024 Compared to 2023
The variation was explained by the bargain purchases
recorded from the Central Costanera and forestry companies acquisitions performed during 2023.
Results from investments in entities
measured at fair value
The variation amounted to Ps. 134.63 billion
in 2025, compared to Ps. 3.31 billion in 2024, reflecting the market valuation increase of AbraSilver.
No amount was recognized in 2023.
Income Tax
2025 Compared to 2024
Income tax in the year ended December 31, 2025,
totaled Ps. 100.18 billion, a 6.5% decrease from Ps. 107.16 billion in the year ended December 31, 2024. Our effective tax rate for the
year ended December 31, 2025, and 2024 was 22.11% and 57.08%, respectively.
2024 Compared to 2023
Income tax in the year ended December 31, 2024,
totaled Ps.107.16 billion, a 108.53% increase from Ps.51.39 billion in the year ended December 31, 2023. Our effective tax rates for
the year ended December 31, 2024, and 2023 were 57.08% and 10.94%, respectively.
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Net Income for the Year
2025 Compared to 2024
For the reasons described above, net income for
the year ended December 31, 2025, totaled Ps. 352.85 billion, compared to a net income of Ps. 80.57 billion in the year ended December
31, 2024.
2024 Compared to 2023
For the reasons described above, net income for
the year ended December 31, 2024, totaled Ps. 80.57 billion, compared to a net income of Ps. 418.13 billion in the year ended December
31, 2023.
Significant balance sheet variations discussion
Property, plant & equipment
As of December 31, 2025,
the Group’s property, plant and equipment (“PP&E”) and intangible assets amounted to Ps. 2,345,654 million and Ps.
40,473 million, respectively. As described in greater detail in Note 2.2.8 to the Audited Consolidated Financial Statements, in accordance
with IFRS Accounting Standards, an impairment or impairment reversal is required for PP&E and intangible assets when there are indicators
identified during the year, or subsequently, that provide confirming evidence of conditions that already existed at the end of the reporting
period and that indicate that the recoverable amount of PP&E and intangible assets may be affected.
For each individual asset
or cash-generating unit (“CGU”) for which impairment or impairment reversal indicators are identified, Management estimates
the recoverable amount for the asset or CGU, which is the higher of fair value less costs of disposal and value in use, and compares it
with the carrying amount recorded in the accounts. The value in use for the CGUs within the Group’s conventional and renewable power
generation segment was estimated based on discounted future cash flows, considering significant assumptions related to electricity revenues,
as well as assumptions regarding operating costs, the discount rate, and macroeconomic variables such as exchange rate and inflation.
The recoverable amount for one turbine and one plot of land was estimated based on fair value less costs of disposal.
During 2025, the Group recognized an impairment
loss on PP&E and intangible assets of Ps. 11,755 million and Ps. 305 million, respectively, related to the San Carlos solar park.
In turn, it recognized a reversal of impairment on PP&E and intangible assets of Ps. 71,133 million and Ps. 1,877 million, respectively,
related to the Luján de Cuyo combined cycle plant, the Terminal 6 San Lorenzo cogeneration unit, the Brigadier López thermoelectric
power plant, the Manque and La Genoveva wind farms, and the turbine.
Biological assets
The Group measures its
forest plantations, both at initial recognition and at the end of the reporting period, at fair value less costs to sell at the point
of harvest. The fair value of those plantations for which there are no available market prices in their current condition is determined
based on discounted cash flows, using market discount rates.
Forest plantations included in the harvesting
plan for the twelve months following the end of the fiscal year are classified as current biological assets.
Trade and other receivables
CVO Receivables: As described
in Note 1.2.a) of Audited Consolidated Financial Statements, in 2010 the Company approved an agreement with the former Secretariat of
Energy (the “CVO Agreement”) and, effective March 20, 2018, CAMMESA granted commercial operation authorization for the Central
Vuelta de Obligado thermal power plant as a combined cycle unit (the “Commercial Operation Authorization”).
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Receivables under the CVO
Agreement are included under CAMMESA trade receivables. CVO Receivables are denominated in U.S. dollars and accrued interest at a rate
of LIBO plus 5%. Following the discontinuation of the LIBO rate on June 30, 2023, for purposes of determining the applicable interest,
such rate was replaced by the Secured Overnight Financing Rate (SOFR) published by CME (Chicago Mercantile Exchange) plus a fixed spread
of 0.11448%.
As a result of the Commercial
Operation Authorization and as established in the CVO Agreement, the Company collects the CVO Receivables, converted into U.S. dollars,
in 120 equal and consecutive installments.
During the years ended
December 31, 2025 and 2024, collections of CVO Receivables amounted to Ps.97.85 billion and Ps.110.06 billion, respectively.
Information regarding the
Group’s credit risk management objectives and policies is included in Note 17.
Loans and borrowings
Loans and borrowings decreased by 1.58% during
the year 2025, of Ps.493.03 billion, from Ps.500.93 billion in 2024. This is mostly explained by cancelled debt along the year.
Item 5.B Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash
equivalents of Ps. 37.68 billion, and other current financial assets of Ps. 300.18 billion. See Notes 15 and 13.6 to our Audited Consolidated
Financial Statements.
Our primary sources of liquidity have been cash
flows from operating activities.
Our primary cash requirements have been in connection
with payments under loans and other financing agreements, employees’ salaries, operating and maintenance expenses and fixed assets
investments, taxes, overhead expenses and contributions to affiliates (used in acquisitions of subsidiaries and associates). See “Item
5.A.—The State of Emergency of the Argentine Electricity Sector—Expansion of our Generating Capacity”.
Our loans and other borrowings contain customary
covenants for facilities of each type, including (i) certain limitations on consolidations, mergers, and sales of assets; (ii) restrictions
on incurring additional indebtedness; (iii) restrictions on paying dividends; (iv)limitations on making capital expenditures; and (v)
restrictions on the incurrence of liens. Certain events of default and covenants are subject to certain thresholds and exceptions. We
do not expect these restrictions to have a material impact on our ability to meet our cash obligations. As of the date of this annual
report, we are in compliance with all of our debt covenants.
We do not discard the option to pursue potential
financing alternatives, if the conditions are favorable.
Corporate Bonds
On July 31, 2020, our Extraordinary
General Shareholders’ Meeting approved the creation of a global program for the issuance of simple, non-convertible negotiable obligations
under the Argentine Negotiable Obligations Law, with a maximum outstanding principal amount at any time of US$500 million (or its equivalent
in other currencies), to be issued as short-, medium- or long-term securities (the “Program”).
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The Board of Directors
was delegated authority to determine the terms of the Program and any notes issued thereunder not expressly set by the shareholders’
meeting. On October 29, 2020, the CNV. On June 11, 2025, the CNV approved an extension of the Program term to October 29, 2030, and an
increase in the maximum outstanding amount to US$1.0 billion.
Under this Program, we have issued three series of
corporate bonds:
On September 17, 2023, we issued the Class A Corporate
Bond (the "Class A CB"), denominated, paid and payable in U.S. dollars in Argentina. The principal terms of the Class A CB are
as follows:
(i) aggregate principal amount: US$37.23 million;
(ii) interest rate (determined by auction): 7.0% per
annum;
(iii) interest payment frequency: semi-annual;
(iv) amortization: bullet;
(v) maturity: 30 months from September 17, 2023; and
(vi) governing law and depositary: Argentina, Caja
de Valores S.A.
On October 17, 2023, we issued our 10% Senior Notes
due 2025 (the "Class B CB"), denominated, paid and payable in U.S. dollars under Regulation S. The principal terms of the Class
B CB are as follows:
(i) aggregate principal amount: US$50.00 million;
(ii) interest rate (determined by auction): 10.0%
per annum;
(iii) interest payment frequency: semi-annual;
(iv) amortization: bullet;
(v) maturity: 24 months from October 17, 2023; and
(vi) governing law and depositary: New York, Euroclear.
On August 25, 2025, we issued the Class C Corporate
Bond (the "Class C CB"), denominated, paid and payable in U.S. dollars in Argentina. The principal terms of the Class C CB are
as follows:
(i) aggregate principal amount: US$50.00 million;
(ii) interest rate (determined by auction): 8.0% per
annum;
iii) Interest coupon frequency: semiannual
iv) Amortization: bullet
v) Term: 48 months, commencing August 25, 2025
vi) Governing law and place of deposit: Argentina,
Caja de Valores S.A.
On October 20, 2023, the Company decided to reopen
the Class A CB, a procedure that allows offering in the market a negotiable security that replicates all conditions of the previously
issued instrument, incorporating in this instance the interest rate determined in the original offering (7%) and bidding the price. As
a result, the Company issued an additional US$10,000,000 for Class A CB, at an issue price of 102.9%. Thus, the total nominal value of
Class A amounts to US$47,232,818.
On August 28, 2025, the
Company decided to reopen the Class C CB, successfully issuing an additional US$ 39,067,309 at an issue price of 100.06%. Therefore, the
total nominal value of Class C amounts to US$89,067,309.
On October 17, 2025, the
Class B CB was fully redeemed.
Subsequent to the end of the fiscal year, on
January 16, 2026, the Company executed the early redemption of the Class A CB, which included the full cancellation of the nominal value
and accrued interest up to that date.
Receivables from CAMMESA
We hold receivables in the form of LVFVD for
the unpaid balances from CAMMESA relating to the sale of electric power to CAMMESA from 2008 to 2011. For further information, see “Item
4.B. Business Overview—FONINVEMEM and Similar Programs”. Under the FONINVEMEM and similar arrangements, we are entitled to
collect our receivables, including interest, in monthly installments over ten years starting from, the commercial launch date of the
CVOSA combined cycle. For further information, see “Item 4.B. Business Overview—FONINVEMEM and Similar Programs”.
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As a result of the Central Costanera acquisition,
we have incorporated the portion of the CVO agreement that this company was entitled to receive for the LVFVD 2008-2011 receivables.
During 2025 and 2024 we collected Ps.97.85 billion
and Ps.110.06 billion from CVO receivables, respectively, in each case measured in Pesos as of December 31, 2025.
Cash Flows
The following table sets forth our cash flows
from our operating, investing and financing activities for the periods indicated:
Year ended December 31,
(Ps. thousands )
2025 2024 2023
Net cash flows provided by operating activities 411,206,670 339,689,208 359,842,814
Net cash flows used in investing activities (276,439,696) (216,934,471) (182,127,542)
Net cash used in financing activities (96,240,745) (144,447,536) (228,467,520)
Increase (Decrease) in cash and cash equivalents, net 38,526,229 (21,692,799) (50,752,248)
Net Cash Provided by Operating Activities
2025 Compared to 2024
Net cash provided by operating activities increased
21.05% to Ps.411.21 billion for the year ended December 31, 2025, from Ps.339.69 billion for the year ended December 31, 2024. Net cash
provided by operating activities is mainly explained by Ps.453.03 of net income for the period before income tax; partially offset by
(i) non-cash Ps.134.63 billion loss on investments in entities measured at fair value; and (ii) non-cash Ps. 60.95 billion Reversal (Impairment)
of property, plant and equipment and intangible assets and increased by the non-cash Ps. 87 billion loss from revaluation of biological
assets.
2024 Compared to 2023
Net cash provided by operating activities decreased
5.60% to Ps. 339.69 billion for the year ended December 31, 2024, from Ps. 359.84 billion for the year ended December 31, 2023. Net cash
provided by operating activities is mainly explained by a lower net income and a lower non-cash items compared to 2023 figures.
Net Cash Used in Investing Activities
2025 Compared to 2024
Net cash used in investing activities increased
by 27.43% to Ps. 276.44 billion for the year ended December 31, 2025, from Ps. 216.93 billion for the year ended December 31, 2024. Net
cash used in investing activities is mainly explained by Ps.295.41 billion in acquisitions of property, plant and equipment and inventory
in 2025.
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2024 Compared to 2023
Net cash used in investing activities increased
by 19.11% to Ps. 216.93 billion for the year ended December 31, 2024, from Ps. 182.13 billion for the year ended December 31, 2023. Net
cash used in investing activities is mainly explained by (i) Ps.187.46 billion in acquisitions of property, plant and equipment and inventory
and (ii) Ps.41.67 billion in acquisitions of other financial assets, net, partially offset by (iii) Ps.10.71 billion generated by dividends
collected and (iv) Ps.1.47 billion from the sale of property, plant and equipment, and (v) partially offset by the Ps.103.18 billion in acquisitions
of associates in 2023.
Net Cash Used in Financing Activities
2025 Compared to 2024
Net cash used in financing activities decreased
33.37% to Ps.96.24 billion for the year ended December 31, 2025, compared to Ps.144.45 billion for the year ended December 31, 2024. Net
cash used in financing activities is mainly explained by (i) Ps.183.79 billion in loans and other financial debts received and (ii) Ps.233.17
billion in loans and other financial debts paid.
2024 Compared to 2023
Net cash used in financing activities decreased
36.78% to Ps.144.47 billion for the year ended December 31, 2024, compared to Ps.228.47 billion for the year ended December 31, 2023.
Net cash used in financing activities is mainly explained by (i) Ps.172.12 billion in loans and other financial debts paid; (ii) Ps.59.00
billion in interest and other financial costs and bank fees paid; and (iii) Ps.21.91 billion in dividends paid, partially offset by (i)
Ps.84.97 billion in loans and other financial debts received and (ii) Ps.23.59 billion in net overdrafts received.
Capital Expenditures
The following table sets forth our capital expenditures
for the years ended December 31, 2025, 2024 and 2023.
Year ended December 31,
(in thousands of Ps.)
2025 2024 2023
Land and buildings 693,388 4,629,034 193,567,687
Electric power facilities and other equipment 162,740,865 83,355,101 201,859,888
Wind turbines __ — 576,890
Turbines __ — —
Construction in progress 161,030,797 123,630,856 44,252,936
Other 11,251,937 22,872,250 6,123,005
Total 335,716,987 234,487,241 446,380,406
In the year ended December 31, 2025, we
made total capital expenditures of Ps. 335.72 billion, compared to Ps. 234.49 billion in 2024. This amount is basically explained by capital
expenditures applied to our projects under execution: the construction of San Carlos solar farm and the Brigadier Lopez conversion into
a combined cycle, as well as the acquisition of the Cafayate solar farm.
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Indebtedness
As of December 31, 2025, our total indebtedness
was Ps.493.03 billion of which 98.17% was denominated in foreign currency, mostly in U.S. dollars. The following table shows our indebtedness
as of such date:
December 31, 2025
(in thousands of US$) (in thousands of Ps.)
Non-Current debt 239,093 348,936,328
Current debt 98,730 144,088,726
Borrowing from Kreditanstalt für Wiederaufbau
(“KfW”)
On March 26, 2019 we entered into a loan
agreement with KfW for an amount of up to US$56 million to finance the acquisition of two gas turbines, related equipment, and services
relating to the Luján de Cuyo cogeneration plant project.
Under the terms of the
agreement, the loan accrues interest at a rate equal to LIBOR plus 1.15%. Following the discontinuation of the LIBOR on June 30, 2023,
the loan agreement was amended, replacing the LIBOR with SOFR plus a fixed spread of 0.26161%. The loan amortizes quarterly in 47 equal
and consecutive installments, starting six months after the commissioning of the gas turbines and their equipment.
In accordance with the loan agreement,
among other obligations, we must maintain a debt ratio of no more than 3.5:1.00 as of December 31 each year. As of December 31, 2025,
we have complied with that requirement.
As of December 31, 2025, and 2024, the balance
of this loan amounts to Ps. 28,977,209 thousand and Ps. 30,942,934 thousand, respectively.
Loans from the International Finance
Corporation (“IFC”) and the Inter-American Investment Corporation (“IIC”)
On October 20, 2017, and January 17, 2018,
CP La Castellana S.A.U. (“CP La Castellana”) and CP Achiras S.A.U. (“CP Achiras”), respectively, entered into
loan agreements with: (i) the International Finance Corporation (“IFC”), acting on its own behalf, as an eligible hedging
provider, and as implementing entity of the Managed Multilateral Loan Program; and (ii) the Inter-American Investment Corporation (“IIC”),
acting as lender on its own behalf, as agent for the Inter-American Development Bank (“IDB”), and on behalf of the IDB as
administrator of the Canadian Climate Fund for the Private Sector in the Americas (“C2F,” together with IIC and IDB, the “IDB
Group,” and together with IFC, the “Senior Lenders”), structuring a series of loan agreements in favor of CP La Castellana
and CP Achiras for a total principal amount of up to US$100,050,000 and US$50,700,000, respectively.
Under
the terms of the agreement with CP La Castellana, US$5 million accrue interest at LIBOR plus 3.5%, and the remaining balance at LIBOR
plus 5.25% until August 15, 2023. Following the discontinuation of the LIBOR on June 30, 2023, CP La Castellana, together with the IDB
Group and IFC, amended the loan agreements on June 29, 2023, replacing LIBO with the Secured Overnight Financing Rate (SOFR) plus a fixed
Credit Adjustment Spread (CAS) of 0.26161%, effective from August 15, 2023. The loan amortizes quarterly in 52 equal and consecutive installments,
beginning February 15, 2019.
Under
the terms of the agreement with CP Achiras, US$40.7 million accrues a fixed interest rate of 8.05% and the remaining balance at a fixed
rate of 6.77%, with the loan amortizing quarterly in 52 equal and consecutive installments starting May 15, 2019.
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In
accordance with the loan agreements, and among other obligations assumed, the controlled entities CP La Castellana and CP Achiras committed
to maintaining a Historical Senior Debt Service Coverage Ratio of at least 1.05:1.00. Furthermore, this ratio cannot fall below 1.20:1.00
for more than eight consecutive quarters. These ratios must be maintained until the project completion date and are calculated by dividing
the sum of the EBITDA (as such term is defined under the relevant loan agreements) for the four most recent financial quarters prior to
the calculation date by the sum of all scheduled debt payments due in those same four quarters.
Additionally,
as security for their obligations, CP La Castellana and CP Achiras have granted IFC and IIC a first-ranking pledge over the financed assets.
Other related agreements and documents, including the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement,”
under which we unconditionally and irrevocably guaranteed, as principal debtor, all payment obligations of CP La Castellana and CP Achiras
until project completion), hedging contracts, a security trust, a mortgage, share pledge agreements, wind turbine pledge agreements, direct
agreements, and promissory notes, have been executed.
On
February 16, 2023, CP La Castellana and CP Achiras satisfied all conditions required to certify the project completion date, and consequently,
the Guarantee Agreement granted by us was released.
Furthermore, we agreed
to maintain, unless otherwise consented in writing by each senior lender, ownership and control of CP La Castellana and CP Achiras as
follows: (i) until the project completion date, (a) to directly or indirectly hold at least seventy percent (70%) of the ownership of
CP La Castellana and CP Achiras, and maintain control of CP La Castellana and CP Achiras, and (b) CP Renovables S.A. to directly hold
ninety-five percent (95%) ownership of CP La Castellana and CP Achiras; and (ii) after the project completion date, the we must directly
or indirectly maintain at least fifty-one percent (50.1%) ownership and control of CP La Castellana, CP Achiras, and CP Renovables, with
CP Renovables maintaining control over CP La Castellana and CP Achiras. As a result of the merger by absorption between us and CP Renovables
described in Note 16 to the Audited Consolidated Financial Statements, from October 1, 2025, the obligations originally assumed by CP
Renovables are now fulfilled by us. Certain requirements to distribute dividends must also be met by CP Achiras and CP La Castellana.
As
of December 31, 2025, the Group has complied with all requirements detailed in the loan agreements.
Under
the security trust agreement, as of December 31, 2025 and 2024, there are restricted trade receivable balances of Ps. 6,440,433 thousand
and Ps. 5,786,226 thousand, respectively.
As of December
31, 2025 and 2024, the outstanding balance of these loans amounts to Ps. 100,108,872 thousand and Ps.108,514,212 thousand, respectively.
Loans from the IFC and Banco de Galicia y
Buenos Aires S.A.
On December 19, 2025, we entered into a loan
agreement with the IFC for a total amount of up to US$300 million, comprising an A Loan of US$50.0 million, a B1 A Loan of US$50 million
and a B1 B Loan of US$200 million (the “IFC Corporate Facility”). The IFC Corporate Facility is governed by the laws of the
State of New York and is payable in U.S. dollars in New York in immediately available funds. The loans bear interest at a floating rate
referenced to Term SOFR, plus an applicable margin of 4.15% per annum for the A Loan and the B1 A Loan, and 4.00% per annum for the B1
B Loan, and include customary fallback provisions in the event of a cessation of the reference rate. The loans are amortizable quarterly,
with scheduled principal repayments beginning on March 15, 2028, and continuing through December 15, 2034, as set forth in the applicable
amortization schedules.
Pursuant to the IFC Corporate Facility, the proceeds
of the loans, once disbursed, are intended to be applied to finance the acquisition of 100% of the share capital of Piedra del Águila
Hidroeléctrica Argentina S.A., the company holding the concession to operate the Piedra del Águila hydroelectric complex,
and part of the development and implementation of the BESS Project, consisting of the installation of battery energy storage systems with
an aggregate capacity of 150 MW in the Buenos Aires metropolitan area, as well as to cover related transaction costs and other uses permitted
under the loan agreement.
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We have agreed to maintain an Adjusted Interest
Coverage Ratio of at least 2.00:1.00 and a Net Financial Debt to Adjusted EBITDA ratio (as such term is defined under the contract) of
no more than 3.00:1.00, tested quarterly on a last twelve months consolidated basis. Any disputes arising under the IFC Corporate Facility
are subject to the exclusive jurisdiction of New York state and federal courts located in Manhattan.
We received a first disbursement for US$50 million
under this loan agreement on April 16, 2026. Our loans under the IFC Corporate Facilities contain customary covenants for facilities of
this type, including: (i) certain limitations on consolidations, mergers and sales of assets; (ii) restrictions on incurring additional
indebtedness; (iii) limitations on paying dividends; (iv) limitations on making capital expenditures and (v) restrictions on the incurrence
of liens. Certain events of default and covenants in the IFC Corporate Facilities are subject to certain thresholds and exceptions described
in the agreements relating to the IFC Corporate Facilities. We do not expect these restrictions to have a material impact on our ability
to meet our cash obligations. The above-mentioned customary financial covenants will be in force after the loans are disbursed.
Upon execution of the financing agreement, certain
costs amounting to US$5,720,000 related to the structuring and syndication of the loan became payable. Such amount was paid between January
and February 2026. As from January 2, 2026, this loan accrues a 1% commitment fee, calculated on the undisbursed balances.
Additionally, on January 5, 2026, we entered
into a bridge financing with Banco Galicia y Buenos Aires S.A. for an amount of US$200 million at an annual interest rate of 5% for a
term of 180 days as from the disbursement date, which was effectively disbursed on January 6, 2026. In accordance with the provisions
of the loan agreement, the funds obtained thereunder were used to purchase the shares of Piedra del Águila Hidroeléctrica
Argentina S.A.
Loan from the IFC to the subsidiary Vientos
La Genoveva S.A.U.
On June 21, 2019, Vientos La Genoveva S.A.U.,
one of our subsidiaries, entered into a loan agreement with the IFC, acting on its own behalf, as an eligible coverage provider, and as
the implementing entity of the Managed Co-Lending Program (“MCPP”) administered by IFC, for an amount of US$76.1 million.
Under the terms of the
agreement, this loan accrued interest at a rate equal to LIBO plus 6.50% until August 15, 2023. Due to the discontinuation of the LIBO
rate on June 30, 2023, Vientos La Genoveva S.A.U., together with IFC, amended the agreement on June 14, 2023, replacing the LIBO rate
with the SOFR plus a fixed Credit Adjustment Spread (“CAS”) of 0.26161%, effective August 15, 2023. The loan is amortizable
quarterly in 55 installments starting November 15, 2020.
Pursuant to the loan agreement,
among other obligations, the controlled company Vientos La Genoveva S.A.U. committed to maintain a Historical Senior Debt Service Coverage
Ratio of at least 1.05:1.00. Additionally, this ratio cannot be less than 1.20:1.00 for more than eight consecutive quarters. This ratio
is calculated by dividing the sum of EBITDA (as such term is defined under the loan agreement) for the four most recent financial quarters
preceding the calculation date by the sum of all scheduled debt payments due during the same four quarters.
To secure its obligations,
the controlled company Vientos La Genoveva S.A.U. maintains a first-ranking pledge over the financed assets in favor of IFC. Other related
agreements and documents, such as the Guarantee and Sponsor Support Agreement (the “Guarantee Agreement,” under which we guaranteed
fully, unconditionally, and irrevocably, as principal debtor, all payment obligations of Vientos La Genoveva S.A.U. until the project
reached its completion date), hedging contracts, security trust, share pledge agreements, wind turbine guarantees, direct agreements,
and promissory notes, were also executed.
Under the Guarantee Agreement,
among other obligations, we committed to maintain, until the project completion date, (i) a debt-to-equity ratio of no more than 3.5:1.00;
and (ii) an interest coverage ratio of no less than 2.00:1.00. Additionally, we agreed, under certain conditions, to make capital contributions
to Vientos La Genoveva S.A.U.
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On November 29, 2024, Vientos
La Genoveva S.A.U. met all requirements and conditions necessary to recognize the project completion date, and therefore the Guarantee
Agreement granted by CPSA was released.
Finally, certain requirements
must be met by Vientos La Genoveva S.A.U. to be able to distribute dividends.
As of December 31, 2025,
the Group has complied with all the requirements established in the loan agreement.
Pursuant to the signed
security trust agreement, as of December 31, 2025 and 2024, the balances of trade receivables with specific assignment amounted to Ps.
3,020,608 thousand and Ps. 3,010,092 thousand, respectively. The loans balances as of December 31, 2025 and 2024 was Ps. 76,070,395 thousand
and Ps. 76,978,928 thousand, respectively.
Loans from Banco de
Galicia y Buenos Aires S.A. to Puerto Energías Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.)
On July 23, 2019, our subsidiary
Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) entered into a loan agreement with Banco de Galicia
y Buenos Aires S.A. for an amount of US$37.5 million.
Under the terms of the
agreement, this loan accrued interest at LIBOR plus 5.95%. Due to the discontinuation of the LIBOR on June 30, 2023, Vientos La Genoveva
II S.A.U. and Banco de Galicia y Buenos Aires S.A. executed an amendment on July 21, 2023, replacing the interest rate with SOFR plus
a fixed CAS of 0.42826%, effective July 24, 2023. The loan is amortizable quarterly in 26 installments, starting from the ninth calendar
month after the disbursement date.
Under this loan agreement,
the controlled company Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) committed to maintain: (i)
a financial debt to EBITDA (as such term is defined under the loan agreement) ratio below 3.75 until the end of June 2025, and below 2.25
thereafter; and (ii) an EBITDA-to-financial debt service ratio above 1.00 until the end of June 2025, and above 1.10 thereafter, both
until full repayment of the amounts owed.
On June 18, 2025, following
an amendment extended by Banco de Galicia y Buenos Aires S.A. related to the merger by absorption of CPRES, CP Manque S.A.U., and CP Los
Olivos S.A.U., Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.)committed to maintain: (i) a financial
debt to EBITDA ratio (as such term is defined under the loan agreement) below 3.75; and (ii) an EBITDA-to-financial debt service ratio
above 1.00, both until full repayment of the amounts owed.
Certain requirements must
also be met by this subsidiary to distribute dividends. As of December 31, 2025, the subsidiary has complied with the mentioned requirements.
On May 24, 2019, CPRES
(a company now absorbed by Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) entered into a loan agreement
with Banco de Galicia y Buenos Aires S.A. for US$12.5 million to finance the construction of the “La Castellana II” wind farm.
Under the terms of the agreement, this loan accrues fixed interest of 8.5% during the first year, increasing by 0.5 percentage points
annually up to the sixty-first interest period, and is amortizable quarterly in 25 installments starting May 24, 2020.
Under the loan agreement,
CPRES had committed to maintain certain financial ratios until full repayment of the amounts owed. From June 29, 2024, to June 28, 2025,
CPRES obtained waivers regarding these ratios and other contractual obligations, in relation to the wind farm incident included under
“other operating expenses” line item of the statement of income for the year ended December 31, 2024. Following the corporate
reorganization by which CPRES was absorbed by Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.), from
June 18, 2025, the ratios to be maintained are those previously mentioned for the loan to Puerto Energias Renovables S.A.U. (formerly
known as Vientos La Genoveva II S.A.U.)
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To secure its obligations,
Vientos La Genoveva II S.A.U. maintains a first-ranking pledge over the financed assets in favor of Banco de Galicia y Buenos Aires S.A.
Other related agreements
and documents, such as the Guarantee (under which CPSA fully, unconditionally, and irrevocably, as principal debtor, guaranteed all payment
obligations of Puerto Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES until full repayment of the
guaranteed obligations or until the project reached its completion date, whichever occurs first), share pledge agreements, wind turbine
guarantees, direct agreements, and promissory notes, have also been executed.
On September 3, 2021, Puerto
Energias Renovables S.A.U. (formerly known as Vientos La Genoveva II S.A.U.) and CPRES met all requirements and conditions necessary to
recognize the project completion date, and therefore the Guarantee granted by the Company was released.
As of December 31, 2025, and 2024, the balances
of these loans amounted to Ps. 9,378,822 thousand and Ps. 19,501,863 thousand, respectively.
Loan from Mitsubishi Corporation to our subsidiary
Central Costanera S.A. (“CECO”)
On November 29, 1996, CECO entered into an Agreement
with Mitsubishi Corporation for the installation of a combined cycle power station. The original agreement included a US$192.5 million
financing in 12 years counted as from the provisional reception of the project, with an annual 7.42% fixed rate and a semester capital
and interest amortization.
On October 27, 2014, Central Costanera S.A. and
Mitsubishi Corporation agreed on the restructuring of such liabilities. Among the main restructuring conditions, the following stand out:
accrued and accumulated interest remission as of September 30, 2014 for the amount of US$66,061,897; the rescheduling of capital due date
for the amount of US$120,605,058 for an 18-year term, with a 12-month grace period, which must be totally paid before December 15, 2032;
a minimum annual payment of US$3,000,000 in concept for capital, in quarterly installments; an annual 0.25% fixed rate; and certain dividend
payment restrictions were agreed on.
Considering the restrictions imposed by the Argentine
Central Bank described on Note 22 of our Audited Consolidated Financial Statements, several amendments to the loan agreement were entered
into as from September 30, 2020.
The loan considers certain financial restrictions,
which as of December 31, 2025, have been completely fulfilled by CECO. Moreover, as guarantee of the obligations undertaken, CECO maintains
a first-ranking registered pledge over the financed asset in favor of Mitsubishi Corporation, the amount of which has varied depending
on the refinancing obtained.
As of December 31, 2025, the balances of this
loan amounted to Ps. 48,716,391 thousand and Ps. 45,359,218 thousand respectively.
Loan from Banco Santander International to
our subsidiary Cordillera Solar S.A.
On October 18, 2023, our subsidiary Cordillera
Solar agreed to enter, as borrower, into a financing with Banco Santander International for an amount of US$40 million at an annual rate
of 6.5%, with a 24-month maturity. On October 20, 2025, the loan was fully repaid upon its maturity.
Central Puerto S.A. Program of Corporate Bonds
See Item 5.B "Liquidity and Capital Resources—Corporate
Bonds”.
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Item 5.C Research and Development, patents
and licenses, etc.
We do not have any significant policies or projects
relating to research and development, and we own no patents or licenses.
Item 5.D Trend Information
The following discussion includes forward-looking
statements based on our management’s current beliefs, expectations and estimations. Forward-looking statements involve inherent
risks and uncertainties. Our future operating and financial performance may differ materially from these forward-looking statements, including
due to many factors outside of our control. We do not undertake any obligation to update forward-looking statements in the event of changed
circumstances or otherwise. For further information, see “Forward-Looking Statements” and “Item 3.D.—Risk Factors”
in this annual report.
We expect our operating and financial performance
in the future to benefit from the increase of our power generation capacity.
As of the date
of the date of this annual report, works for the BESS are ongoing and expected to be concluded by the end of 2026. See “Item
4. Information on the Company—Recent Developments—Battery Energy Storage System (BESS) Projects”.
We have also successfully participated in the SE’s auction for 500 MW of BESSs.
Although we have no control over pricing and
tariffs, the changes made to the Spot Sales Regulatory Framework may help the Argentine Government’s fiscal deficit reduction, since
it may reduce the subsidies that the sector has so far required. See “Item 3.D. Risk Factors—Risks Relating to the Electric
Power Sector in Argentina—The Argentine Government has intervened in the electric power sector in the past and is likely to continue
intervening” and “Item 3.D.—Risk Factors—Risks Relating to Our Business—Our results depend largely on the
compensation established by the Secretariat of Energy and received from CAMMESA”.
In terms of the performance of our plants, we
estimate that our existing plants will achieve availability factors consistent with their average historical performances over the past
ten years and in the case of our combined cycle units that the plants will achieve availability factors consistent with the assurances
provided by our vendors.
A substantial portion of our remuneration is
currently based on fixed capacity and not generation levels. Our power plants are subject to the risk of mechanical or electrical failures
and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our
business and financial performance”.
Regarding collections from CAMMESA, it is important
to highlight that the CAMMESA payments corresponding to December 2023, and January and February 2024 experienced significant delays. Such
delays not only affected our immediate liquidity but also created uncertainty in short-term financial planning. Despite these challenges,
we managed to reach an agreement on May 24, 2024, to settle the debts, although this resulted in a considerable consolidated loss due
to the lower market value of the bonds used for payment. See "Item 5.B. —Liquidity and Capital Resources—Receivables
from CAMMESA".
We intend to continue focusing on improving
our efficiency, not only with regards to the management of the generation units, but also in the administration of our resources, in
order to continue working towards positioning ourselves as one of the leading companies in the electrical and forestry sectors in Argentina.
In the past years, we have also increased our number of employees as a result of our recent acquisitions and expansion projects, but
we believe that wages will remain in line with current levels; additionally, we are currently merging several of our subsidiaries to
streamline operations and enhance efficiency. We cannot assure you that our operating or other costs will not increase at higher rates.
See “Item 3.D. Risk Factors—Risks Relating to Argentina—Government measures, as well as pressure from labor unions,
could require salary increases or added benefits, all of which could increase companies’ operating costs,” “Item 3.D.—Risk
Factors Relating to Our Business—We could be affected by material actions taken by the trade unions,” “Item 3.D.—Risk
Factors—Risks Relating to the Electric Power Sector in Argentina—We operate in a heavily regulated sector that imposes significant
costs on our business, and we could be subject to fines and liabilities that could have a material adverse effect on our results of operations”
and “Item 3.D.—Risk Factors—Risks Relating to Our Business—Our ability to generate electricity at our thermal
generation plants partially depends on the availability of natural gas and, to a lesser extent, liquid fuel”.
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With the aim of diversifying our risk and sources
of revenues, we acquired an equity stake in AbraSilver. As of the date of this annual report, we have a 9.9% participation in such company.
Moreover, in December 2024 we acquired a 27.5% stake in the 'Tres Cruces' lithium mining project in Catamarca. We further acquired an
additional 7.5% stake in such mining project in January 2026.
Item 5.E Critical Accounting Estimates
See Note 2.3
to our Audited Financial Statements—Significant accounting estimates and assumptions.
Item 6 Directors, Senior Management
and Employees