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    SEC Form 6-K filed by Empresa Distribuidora Y Comercializadora Norte S.A. (Edenor)

    8/11/25 11:53:05 AM ET
    $EDN
    Electric Utilities: Central
    Utilities
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    6-K 1 ednfs2q25_6k.htm 6-K


    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 6-K 

    REPORT OF FOREIGN PRIVATE ISSUER

    PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

    THE SECURITIES EXCHANGE ACT OF 1934

     

    For the month of August, 2025 

     

    EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)

    (DISTRIBUTION AND MARKETING COMPANY OF THE NORTH ) 

    (Translation of Registrant's Name Into English)

     

    Argentina

    (Jurisdiction of incorporation or organization)

    Av. del Libertador 6363, 

    12th Floor,

    City of Buenos Aires (A1428ARG),

    Tel: 54-11-4346-5000

    (Address of principal executive offices)

     

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

    Form 20-F  X     Form 40-F        

     

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

    Yes          No  X  

     

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

     
     

     


     

     

     

     

    CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     

     

    AS OF JUNE 30, 2025 AND FOR THE SIX AND THREE-MONTH PERIOD

    ENDED JUNE 30, 2025

    PRESENTED IN COMPARATIVE FORM

    (Stated in millions of constant pesos – Note 3)

     

     

     

     

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

     

    Condensed Interim Consolidated Statement of Comprehensive Income 5
    Condensed Interim Consolidated Statement of Financial Position 6
    Condensed Interim Consolidated Statement of Changes in Equity 8
    Condensed Interim Consolidated Statement of Cash Flows 9
    Note 1 |   General information 11
    Note 2 |   Regulatory framework 13
    Note 3 |   Basis of preparation 16
    Note 4 |   Accounting policies 17
    Note 5 |   Financial risk management 18
    Note 6 |   Critical accounting estimates and judgments 20
    Note 7 |   Contingencies and lawsuits 20
    Note 8 |   Revenue from sales and energy purchases 21
    Note 9 |   Expenses by nature 23
    Note 10 |   Other operating income (expense), net 24
    Note 11 |   Net finance costs 24
    Note 12 |   Basic and diluted earnings per share 25
    Note 13 |   Property, plant and equipment 26
    Note 14 |   Right-of-use assets 28
    Note 15 |   Inventories 28
    Note 16 |   Other receivables 28
    Note 17 |   Trade receivables 29
    Note 18 |   Financial assets at amortized cost 29
    Note 19 |   Financial assets at fair value through profit or loss 29
    Note 20 |   Cash and cash equivalents 30
    Note 21 |   Share capital and additional paid-in capital 30
    Note 22 |   Allocation of profits 30
    Note 23 |   Trade payables 31
    Note 24 |   Other payables 31
    Note 25 |   Borrowings 32
    Note 26 |   Deferred revenue 34
    Note 27 |   Salaries and social security taxes payable 34
    Note 28 |   Income tax and deferred tax 35
    Note 29 |   Tax liabilities 36
    Note 30 |   Provisions 36
    Note 31 |   Related-party transactions 37
    Note 32 |   Shareholders’ Meeting 37
    Note 33 |   Events after the reporting period 38

     

     

    2

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    Glossary of Terms

     

    The following definitions, which are not technical ones, will help readers understand some of the terms used in the text of the notes to the Company’s Condensed Interim Consolidated Financial Statements.

     

    Terms Definitions
    BCRA Central Bank of Argentina
    BNA Banco de la Nación Argentina
    CABA City of Buenos Aires
    CAMMESA

    Compañía Administradora del Mercado Mayorista Eléctrico S.A.

    (the company in charge of the regulation and operation of the wholesale electricity market)

    CNV National Securities Commission
    CPD Distribution Own Cost
    edenor Empresa Distribuidora y Comercializadora Norte S.A.
    ENRE National Regulatory Authority for the Distribution of Electricity
    FACPCE Argentine Federation of Professional Councils in Economic Sciences
    GWh Gigawatt hour
    IAS International Accounting Standards
    IASB International Accounting Standards Board
    IFRIC International Financial Reporting Interpretations Committee
    IFRS International Financial Reporting Standards
    IGJ Inspección General de Justicia (the Argentine governmental regulatory agency of corporations)
    IMF International Monetary Fund
    INDEC National Institute of Statistics and Census
    KWh Kilowatt hour
    MAT Term Market
    MEM Wholesale Electricity Market
    MLC Free Foreign Exchange Market
    MWh Megawatt hour
    PBA Province of Buenos Aires
    PEN Federal Executive Power
    RECPAM Gain (Loss) on exposure to the changes in the purchasing power of the currency
    RT Electricity Rate Review
    SACME S.A. Centro de Movimiento de Energía
    SE Energy Secretariat
    VAD Distribution Added Value
       

     

     

     

     

    3

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    Legal Information

    Corporate name: Empresa Distribuidora y Comercializadora Norte S.A.

    Legal address: 6363 Av. Del Libertador Ave., City of Buenos Aires

    Main business: Distribution and sale of electricity in the area and under the terms of the Concession Agreement by which this public service is regulated

    Date of registration with the Public Registry of Commerce:

    ·of the Articles of Incorporation: August 3, 1992
    ·of the last amendment to the Bylaws: July 24, 2024

     

    Term of the Corporation: August 3, 2087

     

    Registration number with the “Inspección General de Justicia” (the Argentine governmental regulatory agency of corporations): 1,559,940

     

    Parent company: Empresa de Energía del Cono Sur S.A.

     

    Legal address: 1252 Maipú St., 12th Floor - CABA

     

    Main business of the parent company: Investment company and provider of services related to the distribution of electricity, renewable energies and development of sustainable technology

     

    Interest held by the parent company in capital stock and votes: 51%

     

    CAPITAL STRUCTURE

    AS OF JUNE 30, 2025

    (amounts stated in pesos)

     

    Class of shares    Subscribed and paid-in
    (See Note 21) 
    Common, book-entry shares, face value 1 and 1 vote per share    
    Class A    462,292,111
    Class B (1)    442,566,330
    Class C (2)   1,596,659
         906,455,100

     

    (1)Includes 30,772,779 treasury shares as of June 30, 2025.
    (2)Relates to the Employee Stock Ownership Program Class C shares (Note 21).

     

     

    4

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    edenor

    Condensed Interim Consolidated Statement of Comprehensive Income

    for the six and three-month period ended June 30, 2025

    presented in comparative form

    (Stated in millions of constant pesos – Note 3)

     

           Six months at     Three months at 
      Note   06.30.25   06.30.24
    Restated (1)
      06.30.25   06.30.24
    Restated (1)
                       
    Revenue 8    1,299,917    1,065,380   622,989   608,876
    Energy purchases 8   (776,650)   (571,418)   (373,609)   (306,236)
    Distribution margin     523,267   493,962   249,380   302,640
    Transmission and distribution expenses 9   (270,712)   (259,722)   (136,119)   (137,936)
    Gross profit     252,555   234,240   113,261   164,704
                       
    Selling expenses 9   (104,440)   (122,108)   (49,910)   (54,043)
    Administrative expenses 9   (114,778)   (89,734)   (55,833)   (47,407)
    Other operating income 10   24,545   18,918   15,648   9,937
    Other operating expense 10   (23,647)   (16,227)   (13,404)   (11,396)
    Loss from investment in subsidiary and interest in joint
    ventures
        (54)   (59)   (54)   (59)
    Operating result     34,181   25,030   9,708   61,736
                       
    Agreement on the Regularization of Obligations 2.b   168,220    -   168,220    -
                       
    Financial income 11   171   741   79   551
    Financial costs 11   (138,345)   (271,722)   (75,465)   (83,954)
    Other financial results 11   (44,677)   (267,592)   (35,015)   (101,333)
    Net financial costs     (182,851)   (538,573)   (110,401)   (184,736)
                       
    Monetary gain (RECPAM)     144,440   544,015   58,354   177,871
                       
    Income before taxes     163,990   30,472   125,881   54,871
                       
    Income tax  28   (32,986)   157,643   (32,947)   12,875
    Income for the period     131,004   188,115   92,934   67,746
                       
                       
    Comprehensive income for the period attributable to:                  
    Owners of the parent      131,004   188,115   92,934   67,746
    Comprehensive income for the period     131,004   188,115   92,934   67,746
                       
    Basic and diluted income per share:                  
    Income per share (argentine pesos per share) 12   149.72   214.99   106.21   77.42

     

     

    (1)See Note 1: Retroactive restatement of the previously issued financial statements – Deferred tax liability generated by the Property, plant and equipment account.

     

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

     

    5

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    edenor

    Condensed Interim Consolidated Statement of Financial Position

    as of June 30, 2025 presented in comparative form

    (Stated in millions of constant pesos – Note 3)

     

      Note    06.30.25     12.31.24 
    ASSETS          
    Non-current assets           
    Property, plant and equipment 13    3,533,410    3,455,917
    Interest in joint ventures      95    140
    Right-of-use asset 14   10,564   12,029
    Other receivables 16   12,591    141
    Financial assets at fair value through profit or loss 19   17,414    -
    Total non-current assets      3,574,074    3,468,227
               
    Current assets          
    Inventories 15   190,259   172,383
    Other receivables 16   45,279   65,211
    Trade receivables 17   467,259   417,074
    Financial assets at amortized cost 18    854   11,739
    Financial assets at fair value through profit or loss 19   327,386   418,206
    Cash and cash equivalents 20   59,237   27,530
    Total current assets      1,090,274    1,112,143
    TOTAL ASSETS      4,664,348    4,580,370
     

    6

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

     

    edenor

    Condensed Interim Consolidated Statement of Financial Position

    as of June 30, 2025 presented in comparative form (continued)

    (Stated in millions of constant pesos – Note 3)

     

      Note    06.30.25     12.31.24 
    EQUITY          
    Share capital and reserve attributable to the owners of the Company           
    Share capital 21    875    875
    Adjustment to share capital 21   854,655   854,655
    Treasury stock 21    31    31
    Adjustment to treasury stock 21   18,277   18,277
    Additional paid-in capital 21   11,888   11,888
    Cost treasury stock     (70,036)    (70,036)
    Legal reserve     74,865   59,204
    Voluntary reserve     850,110   573,327
    Other comprehensive loss     (6,078)    (6,078)
    Accumulated profits     131,004   292,444
    TOTAL EQUITY      1,865,591    1,734,587
               
    LIABILITIES          
    Non-current liabilities          
    Trade payables 23   3,758   3,245
    Other payables 24   365,495   216,002
    Borrowings 25   419,069   408,530
    Deferred revenue 26   123,879   124,455
    Salaries and social security payable 27   9,170   7,166
    Benefit plans     17,203   15,709
    Deferred tax liability 28   739,508   791,624
    Provisions 30   23,162   24,748
    Total non-current liabilities      1,701,244    1,591,479
               
    Current liabilities          
    Trade payables 23   656,023   873,322
    Other payables 24   129,824   129,653
    Borrowings 25   126,690   129,519
    Deferred revenue 26    641    119
    Salaries and social security payable 27   46,540   71,256
    Benefit plans     1,441   1,659
    Income tax payable 28   69,391    -
    Tax liabilities 29   48,662   39,461
    Provisions 30   18,301   9,315
    Total current liabilities      1,097,513    1,254,304
    TOTAL LIABILITIES      2,798,757    2,845,783
               
    TOTAL LIABILITIES AND EQUITY      4,664,348    4,580,370

     

     

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

     

    7

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    edenor

    Condensed Interim Consolidated Statement of Changes in Equity

    for the six-month period ended June 30, 2025

    presented in comparative form

    (Stated in millions of constant pesos – Note 3)

     

     

      Share capital   Adjustment to share capital   Treasury stock   Adjustment to treasury stock   Additional paid-in capital   Cost treasury stock   Legal reserve   Voluntary reserve   Other reserve    Other comprehen- sive results    Accumula- ted (losses) profits   Total equity
    Balance at December 31, 2023 restated 875   854,608   31   18,324   11,818   (70,036)   59,204   573,327   -   (8,694)   (20,767)   1,418,690
                                                   
    Other Reserve Constitution - Share-based compensation plan -   -   -   -   -   -   -   -   70   -   -   70
    Payment of Other Reserve Constitution - Share-based compensation plan -   47   -   (47)   70   -   -   -   (70)   -   -   -
    Income for the six-month period restated -   -   -   -   -   -   -   -   -   -   188,115   188,115
    Balance at June 30, 2024 875   854,655   31   18,277   11,888   (70,036)   59,204   573,327   -   (8,694)   167,348   1,606,875
                                                   
    Other comprehensive results -   -   -   -   -   -   -   -   -   2,616   -   2,616
    Income for the six-month complementary period restated -   -   -   -   -   -   -   -   -   -   125,096   125,096
    Balance at December 31, 2024 875   854,655   31   18,277   11,888   (70,036)   59,204   573,327   -   (6,078)   292,444   1,734,587
                                                   
    Ordinary Shareholders’ Meeting held on April 28, 2025: Appropiation of reserves (Note 32)  -    -   -    -    -   -   15,661    276,783    -    -    (292,444)   -
    Income for the six-month period  -    -   -    -    -   -    -   -    -    -   131,004   131,004
    Balance at June 30, 2025 875   854,655   31   18,277   11,888   (70,036)   74,865   850,110   -   (6,078)   131,004   1,865,591

     

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

     

    8

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    edenor

    Condensed Interim Consolidated Statement of Cash Flows

    for the six-month period ended June 30, 2025

    presented in comparative form

    (Stated in millions of constant pesos – Note 3)

     

      Note   06.30.25   06.30.24
    Restated (1)
    Cash flows from operating activities          
    Income for the period      131,004    188,115
               
    Adjustments to reconcile net (loss) income to net cash flows from operating activities:          
    Depreciation of property, plant and equipment 13   83,259   84,821
    Depreciation of right-of-use assets 14   3,725   5,380
    Loss on disposals of property, plant and equipment 13   2,786   2,064
    Net accrued interest 11    135,880    268,167
    Income from customer surcharges 10   (12,222)   (13,460)
    Exchange difference 11   23,449   7,252
    Income tax 28   32,986    (157,643)
    Allowance for the impairment of trade and other receivables 9   9,936   5,479
    Adjustment to present value of receivables 11   2,230   3,480
    Provision for contingencies 30   14,474   13,338
    Changes in fair value of financial assets and financial liabilities 11   (9,560)    235,738
    Accrual of benefit plans 9   3,523   11,312
    Loss on integration in kind of Corporate Notes 11    -   1,612
    Income from non-reimbursable customer contributions 10    (881)    (185)
    Other financial costs 11   28,558   19,510
    Result from investment in subsidiary and interest in joint ventures      54    59
    Agreement on the Regularization of Obligations 2.b    (168,220)    -
    Monetary gain (RECPAM)      (144,440)    (544,015)
    Changes in operating assets and liabilities:           
    Increase in trade receivables       (100,809)    (298,076)
    Decrease (Increase) in other receivables      20,933   (4,205)
    Increase in inventories     (16,825)   (35,760)
    Increase in deferred revenue     8,466    995
    (Decrease) Increase in trade payables      (244,712)    256,260
    (Decrease) Increase in salaries and social security payable     (12,425)   6,758
    Increase (Decrease) in benefit plans      29   (1,550)
    (Decrease) Increase in tax liabilities     (7,584)   7,183
    Increase in other payables      326,507   40,168
    Decrease in provisions 30   (2,205)   (2,024)
    Net cash flows generated by operating activities      107,916    100,773
     

    9

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

     

    edenor

    Condensed Interim Consolidated Statement of Cash Flows

    for the six-month period ended June 30, 2025

    presented in comparative form (continued)

    (Stated in millions of constant pesos – Note 3)

     

      Note   06.30.25   06.30.24
    Restated (1)
    Cash flows from investing activities          
    Payment of property, plant and equipment      (142,204)    (176,144)
    Sale (Purchase) net of Mutual funds and negotiable instruments    103,858   (89,552)
    Net cash flows used in investing activities     (38,346)    (265,696)
               
    Cash flows from financing activities          
    Proceeds from borrowings     44,524    129,958
    Payment of borrowings     (42,618)    -
    Payment of lease liability     (6,102)   (6,900)
    Payment of interests from borrowings     (29,556)   (14,008)
    Payment of Corporate Notes issuance expenses      (287)   (3,927)
    Net cash flows generated by financing activities     (34,039)    105,123
               
    Increase (Decrease) in cash and cash equivalents     35,531   (59,800)
               
    Cash and cash equivalents at the beginning of the year 20   (36,314)   22,879
    Exchange difference in cash and cash equivalents     1,143   2,132
    Result from exposure to inflation      (185)    (43)
    Increase (Decrease) in cash and cash equivalents     35,531   (59,800)
    Cash and cash equivalents at the end of the period 20   175   (34,832)
               
               
    Supplemental cash flows information          
    Non-cash activities          
    Adquisition of advances to suppliers, property, plant and equipment through increased trade payables     (21,334)   (13,489)
               
    Adquisition of advances to suppliers, right-of-use assets through increased other payables     (2,260)   (4,563)
               
    Adquisition of minority interest through increased other payables     (28,999)    -

     

     

    (1)See Note 1: Retroactive restatement of the previously issued financial statements – Deferred tax liability generated by the Property, plant and equipment account

     

     

    The accompanying notes are an integral part of the Condensed Interim Consolidated Financial Statements

     

     

    10

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note1 |        General information

     

    Empresa Distribuidora y Comercializadora Norte S.A. (hereinafter “edenor” or “the Company”) is a corporation (sociedad anónima) organized under the laws of the Argentine Republic, with legal address at 6363 Av. Del Libertador Ave - City of Buenos Aires, Argentina, whose shares are listed on Bolsas y Mercados Argentinos S.A. (ByMA) (Argentine Stock Exchange and Securities Market), traded on Mercado Abierto Electrónico S.A. (MAE) (electronic securities and foreign currency trading market), and the New York Stock Exchange (NYSE).

     

    The corporate purpose of edenor is to engage in the distribution and sale of electricity within its concession area. Furthermore, it may provide and sale telecommunication services, as well as assign the use of its facilities for that purpose, subscribe or acquire shares of other distribution companies and invest in companies related to the generation, distribution and sale of energy, whether conventional or renewable, as well as in digitization, artificial intelligence and critical minerals-related projects. In addition, the Company may provide advisory, training, maintenance, consulting, and management services, act as trust agent and serve as trustee in credit transactions related to the generation, distribution and sale of electricity. These transactions may be conducted directly by edenor or through subsidiaries or related companies, both domestically and internationally.

     

    The Company’s economic and financial situation

     

    After the first six months of 2025, despite the fact that this period ended with negative working capital, the trend towards improvement in the Company’s economic performance that had begun in 2024 continued, driven mainly by the recent electricity rate increases, including the approval of the 2025-2030 Electricity Rate Review (Note 2.a).

     

    During this six-month period, the periodic monthly adjustments of the CPD have continued, with increases of 3.5%, on average.

     

    On March 10, 2025, by means of Executive Order No. 179/2025 of the PEN, a new financing program with the International Monetary Fund was approved, earmarked for the following: (i) repaying debt with the BCRA; (ii) settling maturities and paying public credit obligations of the 2022 program; (iii) strengthening international reserves; (iv) maintaining a zero fiscal deficit; (v) ensuring that the funds from the new program are used to pay debts rather than for fiscal expenditures; (vi) reducing inflation and stabilizing the economy; (vii) lifting foreign currency restrictions and making progress with the foreign currency market flexibilization; and (viii) regaining international market access, improving the country’s credit rating and facilitating its return to the global financial system. The Executive Order was approved by the Chamber of Representatives on March 20, 2025.

     

    In this regard, on April 11, 2025, the IMF approved a 48-month USD 20 billion arrangement with quarterly reviews of targets and a repayment term of 10 years. Of the total amount approved, USD 15 billion relates to unrestricted disbursements in 2025.

     

    Consequently, the BCRA provided for the ending of the so-called “cepo” foreign exchange controls and the implementation of a floating exchange rate system within bands as from April 14, 2025:

     

    ·The cepo currency controls that restricted the purchase of dollars in the MLC to USD 200 per month since October 2019, are lifted.
    ·A floating exchange rate band system, with the band ranging between ARS/USD 1,000 and ARS/USD 1,400, is adopted. The exchange rate will float freely based on supply and demand within the bands and the bands’ limits will be gradually widened -1% and +1% per month, respectively.
     

    11

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    ·The BCRA will buy or sell dollars when the exchange rate at the MLC operates outside the bands. This, which is largely possible thanks to the IMF’s contribution of liquid funds mentioned in the preceding paragraph, would facilitate a transition without disruptions in the ongoing disinflation process.
    ·All restrictions on access to the MLC related to government assistance received during the pandemic, subsidies, the public-sector employment and others are eliminated.
    ·Imports of (a) goods and services may be paid through the MLC from the date of customs entry registration and from the date the service is rendered, respectively (previously, there was a 30-day waiting period); (b) capital goods may be paid through the MLC as follows: an advance payment of 30%, 50% from the date of shipment at the port of origin, and 20% from the date of customs entry registration; (c) services between related companies may be paid through the MLC after 90 days from the date the service is rendered (previously the timeframe was 180 days).
    ·Access to the MLC is authorized for the purpose of paying dividends to non-resident shareholders in respect of realized earnings recognized in financial statements for fiscal years beginning on or after January 1, 2025.

     

    In this framework, the BCRA provides for a monetary system aimed at a tighter monitoring of the money supply, based on the non-financing of the fiscal policy by the BCRA, and of zero monetary issuance for the remuneration of the BCRA’s remunerated liabilities. It is expected that the aforementioned measures, as a whole, will boost activity and investment, the recovery of domestic savings and credit to the private sector, increasing monetary predictability, exchange rate flexibility and unrestricted reserves that support the new economic program.

     

    Furthermore, on May 21, 2025, the Company, the Federal Government and CAMMESA entered into a Memorandum of Agreement on the Regularization of Payment Obligations, whereby a Payment plan for the debts arising from energy purchases in the MEM was agreed upon, in respect of past due periods from November 2023 until March 2024. In addition, with regard to the Payment plan signed in July 2023 with CAMMESA, it was agreed that the measuring unit in which the installments were denominated would be changed from kWh to Argentine pesos (Note 2.b).

     

    Finally, on July 4, 2025, by means of Executive Order No. 450/2025, the PEN approved the reforms of Laws Nos. 15,336 and 24,065, which mainly provide for the deregulation of the electricity sector, including, among other measures, the complete openness to international electricity trade and the reinstatement of the possibility of purchase-and-sale agreements being entered into among private parties (Note 2.a).

     

    The Company’s Management permanently monitors the development of the variables that affect the Company’s business, in order to define its course of action and identify the potential impacts on its financial and cash position. Within the described context, despite the fact that in the last few fiscal years the Company recorded negative working capital, as a consequence of the insufficient adjustments of the electricity rate over the last few years, the Company continues making the investments necessary, both for the efficient operation of the network and for maintaining and even improving the quality of the service.

     

    Retroactive restatement of the previously issued financial statements – Deferred tax liability generated by the Property, plant and equipment account

     

    As a result of that which was mentioned in the Consolidated Financial Statements as of December 31, 2024, the Company retroactively restated the impacted balances in its previously issued financial statements, correcting the error detected in the deferred tax calculation relating to the Property, plant and equipment account that generated an overstatement of the deferred tax liability, with the impacts on the condensed interim Consolidated financial statements as of June 30, 2024 being as follow:

     

    12

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    Statement of Comprehensive Income (abstract)

     

      06.30.24
    As previously reported
      RECPAM (Inflationary effect)   06.30.24   Error correction   06.30.24 Restated
                       
    Income before taxes 21,856   8,616   30,472    -   30,472
                       
    Income tax  85,724   33,792    119,516   38,127    157,643
    Income of the period  107,580   42,408    149,988   38,127    188,115
                       
    Basic and diluted income per share:                  
    Basic and diluted income per share: 122.95   48.46   171.41   43.58   214.99

     

    Profit and loss items of the “Adjustment” column are also included in both the Statement of Changes in Equity and the Statement of Cash Flows at the end of the period.

     

    Note2 |        Regulatory framework

     

    At the date of issuance of these condensed interim consolidated financial statements, there exist the following changes with respect to the situation reported by the Company in the Consolidated Financial Statements as of December 31, 2024:

     

    a)Electricity rate situation

     

    On March 7, 2025, by means of Resolution No. 160/2025, the ENRE approved the values of the Company’s electricity rate schedule, effective from the billing relating to the reading of meters subsequent to 12:00 AM on March 1, 2025, for Levels 1, 2 and 3, as well as for neighborhood and town clubs (CdByP) and public welfare entities, feed-in tariffs for User-Generators, and electricity rate values applicable to the self-managed metering system, in line with the new seasonal reference prices applicable in the March 1-April 30, 2025 period, approved by SE Resolution No. 110/2025.

     

    In this regard, and in accordance with the service quality regulations for the 2025-2030 five-year period, the aforementioned ENRE Resolution approves the average VAD values for the assessment of the service, technical product and commercial service-related penalties set in KWh, replacing the calculation methodology of the previous 2017 RT, as from March 1, 2025, as provided for in ENRE Resolutions Nos. 3 and 8/2025.

     

    Additionally, on April 1, 2025, by means of Resolution No. 224/2025, the ENRE approved the values of the Company’s electricity rate schedule, effective from the billing relating to the reading of meters subsequent to 12:00 AM on April 1, 2025, with an average increase in the CPD of 3.5%.

     

    Furthermore, the scheduled date for the issuance of the resolutions that approve the Company’s electricity rate schedules in the framework of the Five-year Electricity Rate Review (RT), which had been set for March 31, 2025, was postponed to April 30, 2025.

     

    Additionally, on April 3, 2025, by means of Resolution No. 237/2025, the ENRE revoked Section 2 of ENRE Resolution No. 4/2025 dated January 7, 2025, and approved a rate of return on assets in real terms and after taxes of 6.50%, equivalent to a rate in real terms before taxes of 9.99% (increase of 4.5%).

     

    On April 29, 2025, ENRE Resolution No. 304/2025 approves the electricity rate and regulatory framework for the 2025-2030 period relating to the Five-year Electricity Rate Review (RT).

     

    13

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    The aforementioned resolution provides for:

     

    -The approval of the Company’s electricity rate schedule effective from the billing relating to the reading of meters subsequent to 12:00 AM on May 1, 2025, with a 3% increase in the CPD, plus a monthly increase of 0.42% in real terms starting on June 1, 2025, and continuing in the months thereafter through November 1, 2027. The adjustment will take into consideration the price effect determined by the indexation formula, with a monthly frequency, and the annual adjustment that may arise due to deviations from compliance with the investment plan.
    -The approval of the adjustment mechanism to be applied on a monthly basis to the CPD, resulting from the indexation formula based on price indexes (IPC -consumer price index- and IPIM -wholesale price index-).
    -The approval of the Efficiency Incentive Factor (E Factor).
    -The updating of the Company’s Concession Agreement, by approving new texts of the Electricity Rate System, Electricity Rate Setting Procedure, and Quality Regulations and Penalties Sub-annexes, and the Supply Regulations, with the aim of adjusting the regulatory framework, effective from May 1, 2025.

     

    Furthermore, on May 30, 2025, by means of Executive Order No. 370/2025 of the PEN, the state of emergency in the National Energy Sector -originally declared by Executive Order No. 55 of December 16, 2023 and extended by Executive Order No. 1023 of November 19, 2024- is further extended, with respect to both the segments of electricity generation, transmission and distribution under federal jurisdiction and those of natural gas transmission and distribution, as well as the actions deriving therefrom, until July 9, 2026. The intervention of the ENRE is also extended until that date.

     

    Additionally, on June 3, 2025, by means of Resolution No. 401/2025, a new electricity rate schedule, applicable as from June 1, 2025, was approved, which includes an additional 3.24% increase over the values set by ENRE Resolution No. 304/2025. This adjustment applies to residential, general and large-demand users, and forms part of the progressive adjustment mechanism defined by the ENRE.

     

    Moreover, on June 30, 2025, by means of Resolution No. 469/2025, the ENRE approved the values of the Company’s electricity rate schedule, effective from the billing relating to the reading of meters subsequent to 12:00 AM on July 1, 2025, with a 0.75% increase, for Level 1, 2 and 3 residential users, and the other rate categories -including rates applicable to users in cold areas-, as well as for neighborhood and town clubs (CdByP) and public welfare entities, feed-in tariffs for user-generators, and electricity rate values applicable to the self-managed metering system.

     

    Furthermore, on July 4, 2025, by means of Executive Order No. 450/2025 of the PEN, the reforms -mainly of a deregulatory nature- of Laws Nos. 15,336 (Electricity System) and 24,065 (Electricity Regulatory Framework) were approved, which provide for a two-year transition framework toward: (i) the complete openness to international electricity trade, limiting the Federal Government’s intervention solely to technical or safety-related issues concerning supply; (ii) the reinstatement of the possibility of purchase-and-sale agreements being entered into among private parties, where at least 75% of energy demand is to be contracted through the Term Market (MAT); (iii) the restructuring of federal energy financing and advisory bodies; (iv) the prohibition against Distributors including in the bill (and thereby collecting) local taxes and charges unrelated to the goods and services effectively billed; (v) the recognition of energy storage agents as MEM agents; and (vi) the implementation of alternatives for the development of the electricity transmission infrastructure, with the aim of promoting private investment.

     

    Additionally, on July 4, 2025, by means of Executive Order No. 452/2025 of the PEN, the National Gas and Electricity Regulatory Authority (ENRGE) is set up, pursuant to Section 161 of Bases Law No. 27,742, which is to become operational within 180 calendar days following July 7, 2025, with its Board of Directors having been properly constituted.

     

    14

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    Finally, on July 31, 2025, by means of Resolution No. 568/2025, the ENRE approved the values of the Company’s electricity rate schedule, effective from the billing relating to the reading of meters subsequent to 12:00 AM on August 1, 2025, with a 2.1% increase, for Levels 1, 2 and 3, as well as for neighborhood and town clubs (CdByP) and public welfare entities, feed-in tariffs for User-Generators, and electricity rate values applicable to the self-managed metering system.

     

    b)Agreements on the Regularization of Payment Obligations with CAMMESA – Debt for the purchase of energy in the MEM

     

    On March 13, 2025, by means of Executive Order No. 186/2025, the PEN approved the 2025 General Budget, which, in its Section 7, provides for a Special System for the Regularization of Payment Obligations with CAMMESA and/or with the MEM for the debts accumulated by electricity distribution companies as of November 30, 2024. Furthermore, on April 21, 2025, by means of Directive No. 1/2025, the Energy Under-secretariat approved the terms of the System for the Regularization of Payment Obligations.

     

    In this regard, on May 21, 2025, the Company, the Federal Government and CAMMESA entered into a Memorandum of Agreement on the Regularization of Payment Obligations –Special system for debts, whereby the Company recognizes that it owes CAMMESA the sum of $ 129,970 for past due periods from November 2023 until March 2024. The Company agrees to pay the aforementioned debt under a new Payment plan consisting of 72 monthly installments, with a 12-month grace period and at the interest rate in effect in the MEM, reduced by 50%, which will be reviewed semiannually should there exist a variation of 500 basis points (equivalent to 5%). The amount to be paid as of April 25, 2026, adjusted in accordance with the procedure set forth in SE Resolution No. 56/2023, amounts to $ 240,755.

     

    With regard to the Payment plan signed on December 29, 2022, in the framework of Section 87 of Law No. 27,591 and SE Resolution No. 642/2022, the duly agreed-upon terms remain in effect.

     

    As for the Payment plan signed on July 28, 2023, in the framework of Section 89 of Law No. 27,701, it provides for the conversion into Argentine pesos of the installments denominated in MWh, at the price applicable to the payment of the October 2024 installment, which results in a total debt of $ 158,037. The new Payment plan in Argentine pesos maintains the other duly agreed-upon terms, without a grace period, with 74 monthly installments still pending maturity.

     

    Pursuant to the Third Clause of the agreement, in the event of delinquency in payment of the current billing or the installments under the agreements, CAMMESA -after a 30-day period following the demand for payment notice- will automatically terminate the signed agreements, resulting in the loss of recognized benefits.

     

    The combined effect of the signed agreements amounts to $ 168,220, which has been disclosed in the Agreement on the Regularization of Payment Obligations line item of the Statement of Comprehensive Income.

     

    c)Framework Agreement

     

    In accordance with the Agreement entered by edenor, the Federal Government and the Province of Buenos Aires, and in connection with electricity consumption generated in 2025, the ENRE has been informed for validation purposes of the credits against the Federal Government and the Province of Buenos Aires for $ 6,459 and $ 3,788, respectively.

     

    At the date of issuance of these condensed interim consolidated financial statements, the amounts to be contributed by the Federal Government and the Province of Buenos Aires, whose crediting and/or offsetting against debts with CAMMESA for electricity consumption of 2024 is still pending, total $ 7,708 and $ 5,450 respectively. Furthermore, the amount to be contributed by the Federal Government, whose crediting and/or offsetting against debts with CAMMESA for electricity consumption of 2023 is still pending, totals $ 352.

     

    15

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note3 |        Basis of preparation

     

    These condensed interim consolidated financial statements for the six-month period ended June 30, 2025 have been prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting”. They were approved for issue by the Company’s Board of Directors on August 8, 2025.

     

    By means of General Resolution No. 622/2013, the CNV provided for the application of Technical Resolution No. 26 of the FACPCE, which adopts the IFRS issued by the IASB, for those entities that are included in the public offering system of Law No. 17,811, as amended, whether on account of their capital or their corporate notes, or have requested authorization to be included in the aforementioned system.

     

    These condensed interim consolidated financial statements include all the necessary information in order for the users to properly understand the relevant facts and transactions that have occurred subsequent to the issuance of the last Consolidated Financial Statements for the year ended December 31, 2024 and until the date of issuance of these condensed interim consolidated financial statements. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for each period. The results of operations for the six and three-month period ended June 30, 2025 and its comparative period as of June 30, 2024 do not necessarily reflect the Company’s results in proportion to the full fiscal year. Therefore, the condensed interim consolidated financial statements should be read together with the audited Consolidated Financial Statements as of December 31, 2024 prepared under IFRS.

     

    The Company’s condensed interim consolidated financial statements are measured in pesos (the legal currency in Argentina) restated in accordance with that mentioned in this Note, which is also the presentation currency.

     

    Comparative information

     

    The balances as of December 31 and June 30, 2024, as the case may be, disclosed in these condensed interim consolidated financial statements for comparative purposes, arise as a result of restating the annual Consolidated Financial Statements and the Condensed Interim Consolidated Financial Statements as of those dates, respectively, to the purchasing power of the currency at June 30, 2025, as a consequence of the restatement of financial information described hereunder. Furthermore, in addition to the situation reported in Note 1, certain amounts of the financial statements presented in comparative form have been reclassified in order to maintain consistency of presentation with the amounts of the current periods.

     

    Restatement of financial information

     

    The condensed interim consolidated financial statements, including the figures relating to the previous year/period, have been stated in terms of the measuring unit current at June 30, 2025, in accordance with IAS 29 “Financial reporting in hyperinflationary economies”, using the indexes published by the FACPCE. The inflation rate for the period of January 1, 2025 - June 30, 2025 was 15.1%.

     

    Segment information

     

    edenor‘s main activity consists of the provision of electricity distribution and sale services within the concession area. As of June 30, 2025, all the Company’s revenues, expenses, assets and liabilities are associated with a single operating and geographical segment. Accordingly, no additional disaggregation by business segment is presented, as internal management and decision-making are conducted based on a single segment.

     

    The information disclosed in these condensed interim consolidated financial statements is presented in a single segment and refers to the entire Company.

     

    16

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note4 |        Accounting policies

     

    The accounting policies adopted for these condensed interim consolidated financial statements are consistent with those used in the Consolidated Financial Statements for the last financial year, which ended on December 31, 2024, except for the following:

     

    Financial assets at fair value

     

    In the valuation of certain financial assets at fair value, specifically equity instruments of entities without a quoted market price, the Company adopted a specific accounting policy in accordance with the requirements of IFRS 9 and IFRS 13, due to the acquisition of minority interests in mining companies (Note 19).

     

    As there is no active market for the acquired shares, fair value was determined using Level 3 valuation techniques, based on unobservable market inputs. In particular, valuation reports prepared by independent experts were used, which take into consideration third-party comparable transactions involving mining properties at similar exploration stages. The methodology applied consisted of a per-hectare multiples approach, adjusted for variables such as project development stage, geographical location, regional geology, and general market conditions. This method reflects the best estimate of fair value at the measurement date, given the nature of the asset and the absence of observable prices.

     

    New accounting standards, amendments and interpretations issued by the IASB that are effective as of June 30, 2025 and have been adopted by the Company

     

    - IAS 21 “The effects of changes in foreign exchange rates”, amended in August 2023. Guidelines are included in order to specify when a currency is interchangeable and how to determine the exchange rate to apply when it is not.

     

    There are no new IFRS or IFRIC applicable as from this period that have a material impact on the Company’s condensed interim Consolidated financial statements.

     

    New accounting standards, amendments and interpretations issued by the IASB that are not yet effective and have not been early adopted by the Company

     

    - IFRS 18 “Presentation and disclosure in financial statements”, issued in April 2024. It includes new requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. It introduces three defined categories of income and expenses (operating, investing and financing) that modify the structure of the statement of profit or loss, and requires companies to present new defined subtotals, including operating profit or loss, in order to analyze the companies’ financial performance and facilitate comparison between companies. The standard requires companies to disclose explanations of those company-specific measures that are related to the statement of profit or loss, referred to as management-defined performance measures. It provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. It requires that companies provide more transparency about operating expenses. The management-defined performance measures, as defined by IFRS 18, consist of measures that are subtotals of income and expenses. IFRS 18 does not require companies to provide management-defined performance measures but does require companies to explain them if they are provided.

     

    IFRS 18 replaces IAS 1 “Presentation of financial statements” but carries forward many requirements from IAS 1 unchanged. IFRS 18 is effective for annual reporting periods beginning as from January 1, 2027, with early adoption permitted. In this regard, the Company is currently assessing the impact of IFRS 18 and estimates that there will be significant changes in the disclosure of the Statement of Comprehensive Income and its related notes.

     

    17

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    - IFRS 19 “Subsidiaries without public accountability: Disclosures”, issued in May 2024. It specifies reduced disclosure requirements that an eligible entity is permitted to apply instead of the disclosure requirements in other IFRS. IFRS 19 is effective for annual reporting periods beginning as from January 1, 2027, with early adoption permitted.

     

    - IFRS for SMEs: It includes amendments to key sections and incorporates a new section on fair value measurement. It aligns definitions and criteria with full IFRS (IFRS 3, 9, 10, 13 and 15), and introduces changes in assets, liabilities, control, revenue and business combinations concepts. It is effective for annual reporting periods beginning as from January 1, 2027, earlier application permitted.

     

    Note5 |        Financial risk management

     

    Note 5.1 | Financial risk factors

     

    The Company’s activities and the market in which it operates expose the Company to a number of financial risks: market risk (including currency risk, cash flows interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk.

     

    Additionally, the difficulty in obtaining financing in international or national markets could affect certain variables of the Company’s business, such as interest rates, foreign currency exchange rates and the access to sources of financing.

     

    With regard to the Company’s risk management policies, there have been no significant changes since the last fiscal year-end.

     

    a.Market risks

     

    i.Currency risk

     

    As of June 30, 2025 and December 31, 2024, the Company’s balances in foreign currency are as follow:

        Currency    Amount in foreign currency    Exchange rate (1)   06.30.25   12.31.24
               
    ASSETS                    
    CURRENT ASSETS                    
    Other receivables   USD    6.1   1196.000    7,296    1,894
    Financial assets at fair value through profit or loss   USD    208.8   1196.000    249,725    338,486
    Cash and cash equivalents   USD    2.9   1196.000    3,468    16,581
    TOTAL CURRENT ASSETS                260,489    356,961
    TOTAL ASSETS                260,489    356,961
                         
    LIABILITIES                    
    NON-CURRENT LIABILITIES                    
    Borrowings   USD    347.8   1205.000    419,069    408,530
    TOTAL NON-CURRENT LIABILITIES                419,069    408,530
    CURRENT LIABILITIES                    
    Trade payables   USD    23.9   1205.000    28,800    21,143
        EUR    0.7   1420.213    994    123
        CHF    0.2   1520.006    304    262
    Borrowings   USD    5.8   1205.000    6,963    14,364
    TOTAL CURRENT LIABILITIES                37,061    35,892
    TOTAL LIABILITIES                456,130    444,422

     

    (1)The exchange rates used are the BNA exchange rates in effect as of June 30, 2025 for United States dollars (USD), Euros (EUR) and Swiss francs (CHF).

     

     

     

    18

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    ii.Fair value estimate

     

    The Company classifies the measurements of financial instruments at fair value using a fair value hierarchy that reflects the relevance of the variables used for carrying out such measurements. The fair value hierarchy has the following levels:

     

    · Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.


    · Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from the prices).


    · Level 3: inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

     

    The table below shows the Company’s financial assets and liabilities measured at fair value as of June 30, 2025 and December 31, 2024:

     

         LEVEL 1     LEVEL 2     LEVEL 3 
                 
    At June 30, 2025            
    Assets            
    Other receivables            
    Assigned assets and in custody   5,418    -     - 
    Shares pending inscription    -     -    12,065
    Financial assets at fair value through profit or loss:            
    Negotiable instruments   23,651    -     - 
    Mutual funds   303,735    -     - 
    Shares    -     -    17,414
    Cash and cash equivalents:            
    Mutual funds   7,687    -     - 
    Total assets   340,491    -   29,479
                 
                 
                 
         LEVEL 1     LEVEL 2     LEVEL 3 
    At December 31, 2024            
    Assets            
    Other receivables            
    Transferred assets and in custody   10,295    -    -
    Financial assets at fair value through profit or loss:            
    Negotiable instruments   131,779    -    -
    Mutual funds   286,427    -    -
    Cash and cash equivalents            
    Mutual funds   516    -    -
    Total assets   429,017    -    -
                 
    Liabilities            
    Other liabilities:            
    Payment plan - CAMMESA    -   151,341    -
    Total liabilities    -   151,341    -

     

    iii.Interest rate risk

     

    Interest rate risk is the risk of fluctuation in the fair value or cash flows of an instrument due to changes in market interest rates. The Company’s exposure to interest rate risk is mainly related to its long-term debt obligations.

     

     

    19

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    Indebtedness at floating rates exposes the Company to interest rate risk on its cash flows. Indebtedness at fixed rates exposes the Company to interest rate risk on the fair value of its liabilities. As of June 30, 2025 and December 31, 2024, except for the Class No. 6 Corporate Notes issued by the Company in Argentine pesos, at the private BADLAR floating interest rate plus an annual 7% fixed margin, the bank loans taken with Banco Ciudad, Banco Nación and Banco Provincia banks (Note 25), and the Payment plan with CAMMESA that is disclosed in the Other payables account (Notes 2.b and 24), all the loans were obtained at fixed interest rates. The Company’s policy is to keep the largest percentage of its indebtedness in instruments that accrue interest at fixed rates.

     

    Note6 |        Critical accounting estimates and judgments

     

    The preparation of the condensed interim consolidated financial statements requires the Company’s Management to make estimates and assessments concerning the future, exercise critical judgment and make assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities and revenues and expenses. 

     

    These estimates and judgments are permanently evaluated and are based upon past experience and other factors that are reasonable under the existing circumstances. Future actual results may differ from the estimates and assessments made at the date of preparation of these condensed interim consolidated financial statements.

     

    In the preparation of these condensed interim consolidated financial statements, there were no changes in either the critical judgments made by the Company when applying its accounting policies or the sources of estimation uncertainty used with respect to those applied in the Consolidated Financial Statements for the year ended December 31, 2024.

     

    Note7 |        Contingencies and lawsuits

     

    The provision for contingencies has been recorded to face situations existing at the end of each period that may result in a loss for the Company if one or more future events occurred or failed to occur.

     

    At the date of issuance of these condensed interim consolidated financial statements, there are no significant changes with respect to the situation reported by the Company in the Consolidated Financial Statements as of December 31, 2024, except for the following:

     

    -ENRE vs EDENOR, Knowledge Process (File No. 16/2020)

     

    In 2021, the ENRE filed a complaint against the Company in connection with the compliance, by the Issuer, with the “Law on Agreement Renegotiation” regarding disputes related to the payment date of certain penalties that were reimbursed to the Company’s users in a timely manner.  The stage for producing evidence has concluded. The Company’s management believes there exist reasonable grounds to believe that edenor should prevail in this case.

     

    -ENRE vs EDENOR, Summary Proceedings in connection with Resolution No. 198/18

     

    The Company is required to comply with certain quality levels that are monitored by the ENRE on a semiannual basis. In the framework of this regulatory system, when those quality levels are not met, the ENRE imposes fines and penalties. All the fines and penalties are paid in due time.

     

    In this particular case, the ENRE imposed an additional penalty on the Company that was not included among those provided for under the original regulatory framework; therefore, the Company filed an appeal to the Supreme Court, arguing that that penalty was imposed based on a number of service quality-related concepts for which the Company had already been penalized, thereby constituting a duplication of concepts.

     

     

    20

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    These proceedings, which are pending in Federal Court in Fiscal Enforcement Matters No. 5, Clerk’s Office No. 17, refer to the quality of the technical service provided to the Company’s users between March and August 2024.

     

    At the date of these condensed interim consolidated financial statements, the Company and the ENRE have agreed to suspend the proceedings and negotiate the terms of a possible regularization plan.

     

    - Asociación Civil de Protección del Consumidor y del Usuario de la República Argentina (Procurar) – Class action for the protection of a constitutional right (“Acción Colectiva de Amparo”)

     

    The court allowed the Company to extend the effects of the provisional measure until August 12, 2025.

     

    Note8 |        Revenue from sales and energy purchases

     

    We provide below a brief description of the main services provided by the Company:

     

    Sales of electricity

    Small demand segment: Residential use and public lighting (T1) Relates to the highest demand average recorded over 15 consecutive minutes that is less than 10 kilowatts. In turn, this segment is subdivided into different residential categories based on consumption. This segment also includes a subcategory for public lighting. Users are categorized by the Company according to their consumption.
    Medium demand segment: Commercial and industrial customers (T2) Relates to the highest demand average recorded over 15 consecutive minutes that is equal to or greater than 10 Kilowatts but less than 50 Kilowatts. The Company agrees with the user the supply capacity.
    Large demand segment (T3) Relates to the highest demand average recorded over 15 consecutive minutes that is greater than 50 Kilowatts. In turn, this segment is subdivided into categories according to the supply voltage -low, medium or high-, from voltages of up to 1 Kilovolt to voltages greater than 66 Kilovolts.

    Other: (Shantytowns/

    Wheeling system)

    Revenue is recognized to the extent that a renewal of the Framework Agreement has been formalized for the period in which the service was accrued. In the case of the service related to the Wheeling system, revenue is recognized when the Company allows third parties (generators and large users) to access the available transmission capacity within its distribution system upon payment of a wheeling fee.

     

    The KWh price relating to the Company’s sales of electricity is determined by the ENRE by means of the periodic publication of electricity rate schedules (Note 2.a), for those distributors that are regulated by the aforementioned Regulatory Authority, based on the rate setting and adjustment process set forth in the Concession Agreement.

     

     

    Other services

    Right of use of poles Revenue is recognized to the extent that the rental value of the right of use of the poles used by the Company’s electricity network has been agreed upon for the benefit of third parties.
    Connection and reconnection charges Relate to revenue accrued for the carrying out of the electricity supply connection of new customers or the reconnection of already existing users.

     

     

     

    21

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    Energy purchases

    Energy purchase The Company bills its users the cost of its purchases of energy, which includes charges for purchases of energy and power. The Company purchases electric power at seasonal prices approved by the SE. The price of the Company’s electric power reflects the costs of transmission and other regulatory charges.

    Energy

    losses

    Energy losses are equivalent to the difference between energy purchased and energy sold. These losses can be classified into technical and non-technical losses. Technical losses represent the energy lost during transmission and distribution within the network as a consequence of the natural heating of the conductors and transformers that carry electricity from power generation plants to users. Non-technical losses represent the remainder of the Company’s energy losses and are mainly due to the illegal use of its services or the theft of energy. Energy losses require that the Company purchase additional energy in order to meet the demand and its Concession Agreement allows it to recover from its users the cost of these purchases up to a loss factor specified in its concession for each rate category. The current loss factor recognized in the tariff by virtue of its concession amounts approximately to 9.1%.

     

        06.30.25   06.30.24
        GWh   $   GWh   $
    Sales of electricity                
    Small demand segment: Residential use and public lighting (T1)    6,761    849,706    6,754    642,780
    Medium demand segment: Commercial and industrial (T2)   768    157,708   767    139,607
    Large demand segment (T3)    1,724    256,355    1,763    239,792
    Other: (Shantytowns/Wheeling system)
       2,362    30,065    2,262    39,468
    Subtotal - Sales of electricity    11,615   1,293,834    11,546   1,061,647
                     
    Other services                
    Right of use of poles        5,091        2,940
    Connection and reconnection charges       992       793
    Subtotal - Other services        6,083        3,733
                     
                     
    Total - Revenue       1,299,917       1,065,380
                     
                     
                     
                     
        06.30.25   06.30.24
        GWh   $   GWh   $
                     
    Energy purchases (1)   13,748    (776,650)   13,552    (571,418)

     

    (1)As of June 30, 2025 and 2024, the cost of energy purchases includes technical and non-technical energy losses for 2,113 GWh and 2,006 GWh, respectively.
     

    22

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note9 |        Expenses by nature

     

    The detail of expenses by nature is as follows:

     

    Expenses by nature at 06.30.25
     Description     Transmission and distribution expenses     Selling expenses     Administrative expenses     Total 
    Salaries and social security taxes     84,426   10,326   24,774    119,526
    Pension plans    2,489    304    730   3,523
    Communications expenses    3,983   4,899    229   9,111
    Allowance for the impairment of trade and other receivables   -   9,936    -   9,936
    Supplies consumption     22,433    -   1,676    24,109
    Leases and insurance    1,382   23   4,931   6,336
    Security service    16,535    268    523    17,326
    Fees and remuneration for services    70,567   30,783   51,485    152,835
    Public relations and marketing   -   2,585    -   2,585
    Advertising and sponsorship    -   1,332    -   1,332
    Reimbursements to personnel    -    -   6    6
    Depreciation of property, plant and equipment  65,492   9,759   8,008    83,259
    Depreciation of right-of-use asset 373    745   2,607   3,725
    Directors and Supervisory Committee
    members’ fees 
    -    -    408    408
    ENRE penalties    3,015   8,533    -    11,548
    Taxes and charges    -   24,944   19,101    44,045
    Other    17   3    300    320
    At 06.30.25    270,712   104,440   114,778    489,930

     

    The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of June 30, 2025 for $ 17,898.

     

    Expenses by nature at 06.30.24
     Description     Transmission and distribution expenses     Selling expenses     Administrative expenses     Total 
    Salaries and social security taxes     92,770   12,150   28,311    133,231
    Pension plans    7,876   1,032   2,404    11,312
    Communications expenses    3,701   2,601   6   6,308
    Allowance for the impairment of trade and other receivables   -   5,479    -   5,479
    Supplies consumption     19,578    -   1,826    21,404
    Leases and insurance   715   15   2,350   3,080
    Security service    6,137    413    447   6,997
    Fees and remuneration for services    47,057   22,131   33,663    102,851
    Public relations and marketing   -   6,155    -   6,155
    Advertising and sponsorship    -   3,171    -   3,171
    Reimbursements to personnel    -    -   4    4
    Depreciation of property, plant and equipment  66,718   9,945   8,158    84,821
    Depreciation of right-of-use asset   538   1,076   3,766   5,380
    Directors and Supervisory Committee
    members’ fees 
    -    -    225    225
    ENRE penalties    14,622   44,870    -    59,492
    Taxes and charges    -   13,067   8,335    21,402
    Other    10   3    239    252
    At 06.30.24    259,722   122,108   89,734    471,564

     

    The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of June 30, 2024 for $ 17,850.

     

    23

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note10 |        Other operating income (expense), net

     

      Note   06.30.25   06.30.24
    Other operating income          
    Income from customer surcharges     12,222   13,460
    Commissions on municipal taxes collection     1,684   1,577
    Fines to suppliers       912    608
    Services provided to third parties     2,900   1,856
    Recovery of penalties     5,623   -
    Income from non-reimbursable customer
    contributions
         881    185
    Expense recovery      177    174
    Other      146   1,058
    Total other operating income     24,545   18,918
               
    Other operating expense          
    Gratifications for services      (5,785)   (1,321)
    Cost for services provided to third parties     (440)   (1,493)
    Severance paid      (106)    (153)
    Provision for contingencies 30    (14,474)   (11,316)
    Disposals of property, plant and equipment     (2,047)   (1,896)
    Other     (795)    (48)
    Total other operating expense      (23,647)   (16,227)

    Note11 |     Net finance costs

     

        06.30.25   06.30.24
    Financial income        
    Financial interest   171   741
             
    Financial costs        
    Commercial interest   (89,430)   (185,789)
    Borrowings interest   (40,344)   (17,137)
    Penalties interest    (27)   (65,951)
    Fiscal interest and other   (6,250)    (31)
    Bank fees and expenses   (2,294)   (2,814)
    Total financial costs   (138,345)   (271,722)
             
    Other financial results        
    Changes in fair value of financial assets    18,131    72,540
    Changes in fair value of financial liabilities   (8,571)   (308,278)
    Loss on integration in kind of Corporate Notes    -   (1,612)
    Exchange differences   (23,449)   (7,252)
    Adjustment to present value of receivables   (2,230)   (3,480)
    Other financial costs (*)   (28,558)   (19,510)
    Total other financial results   (44,677)   (267,592)
    Total net financial costs   (182,851)   (538,573)

     

    (*) As of June 30, 2025 and 2024, $ 28,558 and $ 19,510, respectively, relate to Empresa de Energía del Cono Sur S.A. technical assistance.

     

    24

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note12 |        Basic and diluted earnings per share

     

    Basic

     

    The basic earnings per share are calculated by dividing the profit attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of June 30, 2025 and 2024, excluding common shares purchased by the Company and held as treasury shares.

     

    The basic earnings per share coincide with the diluted earnings per share, inasmuch as there exist neither preferred shares nor Corporate Notes convertible into common shares.

     

        Six months at   Three months at
        06.30.25   06.30.24   06.30.25   06.30.24
    Income for the period attributable to the owners of the Company    131,004   188,115   92,934   67,746
    Weighted average number of common shares outstanding    875    875    875    875
    Basic and diluted income per share – in pesos   149.72   214.99   106.21   77.42

     

     

     

    25

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note13 |        Property, plant and equipment

     

         Lands and buildings     Substations     High, medium and low voltage lines     Meters and Transformer chambers and platforms     Tools, Furniture, vehicles, equipment and communications     Construction in process    Supplies and spare parts     Total 
     At 12.31.24                                 
    Cost   93,679   848,745   2,150,273    963,841   341,881    1,037,702    39,427   5,475,548
    Accumulated depreciation   (28,670)   (359,566)   (993,388)    (459,937)   (178,070)   -    -   (2,019,631)
     Net amount    65,009   489,179   1,156,885    503,904   163,811    1,037,702    39,427   3,455,917
                                     
    Additions    801    18   602    6,653   4,569   150,895    -    163,538
    Disposals   -    (3)    (678)    (1,934)    (171)   -    -    (2,786)
    Transfers   3,387   25,365    82,744    25,389   (9,969)   (126,916)    -    -
    Depreciation for the period    (782)   (15,225)   (35,436)    (18,689)   (13,127)   -    -    (83,259)
     Net amount 06.30.25    68,415   499,334   1,204,117    515,323   145,113    1,061,681    39,427   3,533,410
                                     
     At 06.30.25                                 
    Cost   97,867   874,089   2,230,475    992,822   334,684    1,061,681    39,427   5,631,045
    Accumulated depreciation   (29,452)   (374,755)    (1,026,358)    (477,499)   (189,571)   -    -   (2,097,635)
     Net amount    68,415   499,334   1,204,117    515,323   145,113    1,061,681    39,427   3,533,410

     

    ·During the period ended June 30, 2025, the Company capitalized as direct own costs $ 17,898.
     

    26

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

     

         Lands and buildings     Substations     High, medium and low voltage lines     Meters and Transformer chambers and platforms     Tools, Furniture, vehicles, equipment and communications     Construction in process    Supplies and spare parts     Total 
     At 12.31.23                                 
    Cost   91,902   827,638   2,078,163    921,878   293,619   815,523    15,064   5,043,787
    Accumulated depreciation   (26,272)   (330,862)   (922,600)    (419,932)   (153,510)   -    -   (1,853,176)
     Net amount    65,630   496,776   1,155,563    501,946   140,109   815,523    15,064   3,190,611
                                     
    Additions    452    5   863    6,009   9,020   173,284    -    189,633
    Disposals   -    (1)   (1,785)   (194)    (84)   -    -    (2,064)
    Transfers    544   8,701    27,743    10,626   1,330   (64,103)    15,159    -
    Depreciation for the period   (1,255)   (16,028)   (37,116)    (19,310)   (11,112)   -    -    (84,821)
     Net amount 06.30.24    65,371   489,453   1,145,268    499,077   139,263   924,704    30,223   3,293,359
                                     
     At 06.30.24                                 
    Cost   92,898   836,341   2,101,311    938,234   303,630   924,704    30,223   5,227,341
    Accumulated depreciation   (27,527)   (346,888)   (956,043)    (439,157)   (164,367)   -    -   (1,933,982)
     Net amount    65,371   489,453   1,145,268    499,077   139,263   924,704    30,223   3,293,359

     

    ·During the period ended June 30, 2024, the Company capitalized as direct own costs $ 17,850.
     

    27

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note14 |        Right-of-use assets

     

    The leases recognized as right-of-use assets in accordance with IFRS 16 are disclosed below:

     

       06.30.25     12.31.24 
    Right-of-use assets under leases 10,564   12,029

     

    The development of right-of-use assets is as follows:

     

       06.30.25     06.30.24 
    Balance at beginning of the year 12,029   8,873
    Additions 2,260   4,563
    Depreciation for the period (3,725)   (5,380)
    Balance at end of the period 10,564   8,056

     

     

    Note15 |     Inventories

     

        06.30.25   12.31.24
             
    Supplies and spare-parts   190,259   172,383

     

     

    Note16 |     Other receivables

     

      Note    06.30.25     12.31.24 
    Non-current:          
    Shares pending inscription (1)     12,065   -
    Related parties 31.c    526    141
               
    Total non-current     12,591    141
               
    Current:          
    Assigned assets and in custody (2)     5,418   10,295
    Judicial deposits     2,117   1,690
    Security deposits      683    585
    Prepaid expenses     2,366   4,419
    Advances to suppliers     6,136   5,385
    Tax credits     1,232   14,985
    Debtors for complementary activities     28,616   27,886
    Other  530    25
    Allowance for the impairment of other receivables   (1,819)    (59)
               
    Total current     45,279   65,211

     

    (1)Relates to the shares acquired by the Company, whose registration in the issuer’s Shareholder Register is pending, as detailed in Note 19.
    (2)As of June 30, 2025 and December 31, 2024, relate to Securities issued by private companies for NV 5,000,000 and NV 8,000,000, respectively, assigned to Global Valores S.A. The Company retains the risks and rewards of the aforementioned assets and may make use of them at any time, at its own request.

     

    The value of the Company’s other financial receivables approximates their fair value.

     

    The non-current other receivables are measured at amortized cost, which does not differ significantly from their fair value.

     

    28

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    The roll forward of the allowance for the impairment of other receivables is as follows:

     

           06.30.25     06.30.24 
    Balance at beginning of the year     59   148
    Increase      1,797   252
    Result from exposure to inflation      (37)    (103)
    Balance at end of the period      1,819   297

     

    Note17 |     Trade receivables

     

           06.30.25     12.31.24 
    Current:          
    Sales of electricity – Billed       207,584    188,905
    Receivables in litigation     997   525
    Allowance for the impairment of trade receivables     (16,604)   (13,081)
    Subtotal      191,977    176,349
               
    Sales of electricity – Unbilled      267,916    237,272
    PBA & CABA government credit      7,364    3,451
    Fee payable for the expansion of the transportation and others     2   2
    Total current      467,259    417,074

     

    The value of the Company’s trade receivables approximates their fair value.

     

    The roll forward of the allowance for the impairment of trade receivables is as follows:

     

           06.30.25     06.30.24 
    Balance at beginning of the year      13,081    15,643
    Increase      8,139    5,227
    Decrease     (2,620)   (2,001)
    Result from exposure to inflation     (1,996)   (6,645)
    Balance at end of the period      16,604    12,224

     

     

    Note18 |     Financial assets at amortized cost

     

           06.30.25     12.31.24 
               
    Negotiable instruments     854    11,739

     

     

    Note19 |     Financial assets at fair value through profit or loss

     

           06.30.25     12.31.24 
    Non-current          
    Shares      17,414    -
               
    Current          
    Negotiable instruments      23,651    131,779
    Mutual funds       303,735    286,427
    Total current      327,386    418,206

     

     

    29

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    On June 30, 2025, the Company acquired a minority interest in the share capital of two companies engaged in the development of mining projects aimed at the exploration of critical minerals, such as lithium and copper, at an early or pre-exploration stage, in the province of Catamarca, whose adjacent areas show high prospectivity, for $ 28,999. Those acquisitions represent 15% and 40% of those companies’ share capital, with political rights in the latter case being limited to 11.8%. The Company recognized these investments at their fair value in accordance with IFRS 9.

     

    The fair value of the shares as of June 30, 2025 amounts to $ 29,479 and has been determined on the basis of valuation reports prepared by independent experts, which take into consideration third-party comparable transactions involving realty at similar exploration stages. Due to the fact that there is no active market for the shares, a per-hectare multiples approach was used, adjusted by geological features, location and market conditions. The applicable fair value category is Level 3.

     

    As of June 30, 2025, one of the acquired interests was pending registration in the issuer’s Shareholder Register; therefore, it is disclosed in the Other Receivables account of the Statement of Financial Position for $ 12,065 (Note 16).

     

    Note20 |     Cash and cash equivalents

     

         06.30.25     12.31.24     06.30.24 
    Cash and banks    45,768    23,229    1,613
    Time deposits    5,782    3,785    -
    Mutual funds     7,687   516   526
    Total cash and cash equivalents    59,237    27,530    2,139

     

    The reconciliation of the balances of cash and cash equivalents that are disclosed in the Statement of Cash Flows in accordance with the provisions of IAS 7 is as follows:

     

         06.30.25     12.31.24     06.30.24 
    Balances as above    59,237    27,530    2,139
    Bank overdrafts (Note 25)   (59,062)   (63,844)   (36,971)
    Balances per statement of cash flows   175   (36,314)   (34,832)

     

    Note21 |     Share capital and additional paid-in capital

     

         Share capital     Additional paid-in capital     Total 
    Balance at December 31, 2024    873,838    11,818    885,656
    Payment of Other reserve constitution - Share-based compensation plan    -   70   70
    Balance at December 31, 2024 and at June 30, 2025    873,838    11,888    885,726

     

    As of June 30, 2025, the Company’s share capital amounts to 906,455,100 shares, divided into 462,292,111 common, book-entry Class A shares with a par value of one peso each and the right to one vote per share, 442,566,330 common, book-entry Class B shares with a par value of one peso each and the right to one vote per share, and 1,596,659 common, book-entry Class C shares with a par value of one peso each and the right to one vote per share.

     

    Note22 |     Allocation of profits

     

    The restrictions on the distribution of dividends by the Company are those provided for by the Business Organizations Law and by the negative covenants established by the Corporate Notes program.

     

     

    30

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    If the Company’s Debt Ratio were higher than 3.75, the negative covenants set out in the Corporate Notes program, which establish, among other issues, the Company’s impossibility to make certain payments, such as dividends, would apply.

     

    Additionally, in accordance with Title IV, Chapter III, section 3.11.c of the CNV, the amounts subject to distribution will be restricted to the amount equivalent to the acquisition cost of the Company’s own shares.

     

    Note23 |     Trade payables

     

      Note    06.30.25     12.31.24 
    Non-current          
    Customer guarantees      3,513    2,970
    Customer contributions     245   275
    Total non-current      3,758    3,245
               
    Current          
    Payables for purchase of electricity - CAMMESA (1)      310,729    534,562
    Provision for unbilled electricity purchases - CAMMESA      182,621    152,954
    Suppliers      149,210    171,039
    Related parties   31.c     9,759    11,051
    Advance to customer       3,667    3,626
    Customer contributions     37   45
    Discounts to customers      -   45
    Total current      656,023    873,322

     

    (1) As of June 30, 2025 and December 31, 2024, includes $ 143,251 and $ 61,273 relating to post-dated checks issued by the Company in favor of CAMMESA, respectively.

     

    The value of the financial liabilities included in the Company’s trade payables approximates their fair value.

     

    Note24 |     Other payables

     

      Note    06.30.25     12.31.24 
    Non-current          
    Payment plan - CAMMESA 2.b   357,615   208,318
    ENRE penalties and discounts     3,153   1,918
    Financial Lease Liability(1)     4,727   5,766
    Total Non-current     365,495   216,002
               
    Current          
    Payment plan - CAMMESA 2.b   38,420   55,345
    ENRE penalties and discounts     58,048   69,586
    Shares payable 19   28,999   -
    Related parties 31.c    137    237
    Advances for works to be performed      13    15
    Financial Lease Liability (1)     4,113   4,462
    Other      94    8
    Total Current     129,824   129,653
     

    31

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    As of December 31, 2024, the fair value of the payment plan with CAMMESA -whose terms the parties agreed to modify on May 21, 2025 changing from kWh to Argentine pesos the measuring unit in which the installments were denominated, and which was previously adjusted in accordance with the development of the MWh value (Note 2.b)-, amounted to $ 151,341. That value has been determined on the basis of the MWh monomic price published by CAMMESA at the end of that period. The applicable fair value category is Level 2.

     

    The value of the rest of the financial liabilities included in the Company’s other payables approximates their fair value.

     

    (1)The development of the finance lease liability is as follows:

     

       06.30.25     06.30.24 
    Balance at beginning of the year 10,228   7,299
    Increase 2,197   3,152
    Payments (6,102)   (6,900)
    Exchange difference 1,745   1,331
    Interest 2,113   2,977
    Result from exposure to inlfation (1,341)   (3,240)
    Balance at end of the period 8,840   4,619

     

    Note25 |     Borrowings

     

         06.30.25     12.31.24 
    Non-current        
    Corporate notes (1)    419,069    408,530
             
    Current        
    Corporate notes (1)    16,656    57,013
    Interest from corporate notes    8,017    8,662
    Bank overdrafts (2)    59,062    63,844
    Financial loans (3)    42,955    -
    Total current    126,690    129,519

     

    (1)Net of debt issuance, repurchase and redemption expenses.

     

    (2)The Company’s overdrafts are as follow:

     

         in ARS 
     Bank   Anual rate   Bank overdraft at 06/30/2025   Bank overdraft at 12/31/2024 
     Macro  36%  29,998  11,454
     Credicoop  35%  9,961  5,778
     Supervielle  38%  11,114  6,514
     CMF  35%  7,989  - 
     ICBC   -   -   24,557
     Provincia   -   -   11,513
     Mariva   -   -   4,028
     Total     59,062  63,844

    (3)90-day maturity bank loans taken with Banco Provincia and Banco Ciudad banks for $ 10,000 and $ 7,500, respectively; and 180-day maturity bank loans taken with Banco Nación and Banco Credicoop banks for $ 20,000 and $ 5,000, respectively, plus interest.
     

    32

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    The fair values of the Company’s Corporate Notes as of June 30, 2025 and December 31, 2024 amount approximately to $ 469,082 and $ 517,574 respectively. Those values have been determined on the basis of the estimated market price of the Corporate Notes at the end of the period/year. The applicable fair value category is Level 1.

     

    On March 7, 2025, the Company fully canceled its Class No. 4 Corporate Notes, for a total of $ 25,865.

     

    Furthermore, on May 12, 2025, the Company fully canceled its Class No. 1 Corporate Notes, for a total of USD 8,218,667.

     

    Additionally, on June 30, 2025, credit rating agency S&P raised its global scale rating from CCC+ to B-, with a stable outlook.

     

    Moreover, in July 2025, credit rating agency S&P raised both the Company’s institutional rating and its Global Corporate Notes Program’s rating on the national scale from raBB+ to raBBB, with a stable outlook. At the same time, Moody’s raised its long-term global scale rating from Caa1 to B3, changing the outlook from stable to positive.

     

    Finally, on August 1, 2025, the Company approved the terms of issue of Class No. 8 and Class No. 9 Corporate Notes, due in 2026, denominated in US dollars and Argentine pesos, respectively, to be issued jointly for a nominal value of up to USD 50,000,000, which may be extended to USD 120,000,000, in the framework of the Global Program for the Issuance of Simple Corporate Notes, in accordance with the provisions of the Prospectus Supplement dated August 1, 2025.

     

    On August 7, 2025, the Company issued Class No. 8 and Class No. 9 Corporate Notes, for a

    nominal value of USD 80,000,000 and $ 20,000, respectively.

     

    The Company is subject to covenants that limit its ability to incur indebtedness pursuant to the terms and conditions of Classes Nos. 3, 5, 6 and 7 Corporate Notes, which indicate that the Company may not incur new Indebtedness, except for certain Permitted Indebtedness or when the Debt ratio is not greater than 3.75 or less than zero and the Interest Expense Coverage ratio is less than 2. As of June 30, 2025, the values of the aforementioned ratios meet the established parameters.

     

    Based on the above, the Company’s Corporate Note debt structure is comprised of as follows:

     

         in USD     in millions of $ 
     Corporate Notes   Class  Financial debt at 12/31/2024 Exchange Issue Payment Financial debt at 06/30/2025   Financial debt at 12/31/2024 Financial debt at 06/30/2025
     Floating rate - Maturity 2025 (*)  4 24,301,486  - - (24,301,486)  -   29,445 -
     Fixed rate - Maturity 2025  1 8,218,667  - - (8,218,667)  -   9,866 -
     Floating rate - Maturity 2025 (*)  6 16,776,504  - -  - 16,776,504   19,784 17,710
     Fixed rate - Maturity 2026  3 95,762,688  - -  - 95,762,688   113,022 115,095
     Fixed rate - Maturity 2028  5 81,920,187  - -  - 81,920,187   94,610 96,655
     Fixed rate - Maturity 2028/29/30  7 179,947,186  - -  - 179,947,186   207,478 214,282
     Total    406,926,718  - - (32,520,153) 374,406,565   474,205 443,742
                       
                       
         in USD     in millions of $ 
     Corporate Notes   Class  Financial debt at 12/31/2023 Exchange Issue Payment Financial debt at 12/31/2024   Financial debt at 12/31/2023 Financial debt at 12/31/2024
     Fixed rate - Maturity 2024  2 60,945,000 (39,700,207) - (21,244,793)  -   124,955 -
     Floating rate - Maturity 2025 (*)  4  -  -  24,301,486  - 24,301,486   - 29,445
     Fixed rate - Maturity 2025  1 55,244,538 (47,025,871) -  - 8,218,667   112,460 9,866
     Floating rate - Maturity 2025 (*)  6  -  -  16,776,504  - 16,776,504   - 19,784
     Fixed rate - Maturity 2026  3  - 34,157,571  61,605,117  - 95,762,688   - 113,022
     Fixed rate - Maturity 2028  5  - 6,881,682  75,038,505  - 81,920,187   - 94,610
     Fixed rate - Maturity 2028/29/30  7  - 48,789,286  131,157,900  - 179,947,186   - 207,478
     Total    116,189,538 3,102,461  308,879,512 (21,244,793) 406,926,718   237,415 474,205

     

    (*) Issuance in ARS, translated into USD at the exchange rate detailed in Note 5.

     

     

    33

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     

    The maturities of the Company’s borrowings and their exposure to interest rates are as follow:

     

         06.30.25     12.31.24 
    Fixed rate        
    Less than 1 year    66,025    80,290
    From 1 to 2 years    108,132    113,022
    From 2 to 5 years    310,937    295,508
    Total fixed rate    485,094    488,820
    Floating rate        
    Less than 1 year    60,665    49,229
    Total floating rate    60,665    49,229

     

    The Company’s borrowings are denominated in the following currencies:

     

         06.30.25     12.31.24 
    Argentine peso    119,727    115,155
    US dollars    426,032    422,894
    Total borrowings    545,759    538,049

     

    Note26 |     Deferred revenue

     

           06.30.25     12.31.24 
    Non-current          
    Nonrefundable customer contributions      30,188    25,782
    Investment plan - Agreement on the
    Regularization of Obligations (1)
         93,691    98,673
    Total non-current      123,879    124,455
               
               
    Current          
    Nonrefundable customer contributions     641   119

     

    (1)As of June 30, 2025 and December 31, 2024, includes $ 81,935 and $ 87,019 relating to the investment plan of the Agreement on the Regularization of Payment Obligations entered into in May 2019, and $ 11,756 and $ 11,654 relating to the investment plan of the Agreement on the Regularization of Payment Obligations entered into in December 2022, respectively.

     

    Note27 |     Salaries and social security taxes payable

     

         06.30.25     12.31.24 
    Non-current        
    Seniority-based bonus    9,170    7,166
             
    Current        
    Salaries payable and provisions    26,878    49,747
    Social security payable    18,371    21,177
    Early retirements payable    1,291   332
    Total current    46,540    71,256

     

    The value of the Company’s salaries and social security taxes payable approximates their fair value.

     

    34

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note28 |        Income tax and deferred tax

     

    The breakdown of income tax, determined in accordance with the provisions of IAS 12, is as follows:

     

        06.30.25   06.30.24
    Deferred tax    50,971   154,562
    Current tax   (85,102)   -
    Difference between provision and tax return    1,145   3,081
    Income tax (expense) benefit   (32,986)   157,643

     

    The detail of the income tax (expense) benefit for the period includes two effects: (i) the current tax for the period payable in accordance with the tax legislation applicable to the Company; and (ii) the effect of applying the deferred tax method on the temporary differences arising from the valuation of assets and liabilities for accounting and tax purposes.

     

    The breakdown of deferred tax assets and liabilities is as follows:

     

      06.30.25   12.31.24
    Deferred tax assets      
    Tax loss carry forward -   16,919
    Trade receivables and other receivables 7,426   5,307
    Trade payables and other payables 6,465   -
    Salaries and social security payable and Benefit plans 9,178   7,934
    Tax liabilities 338   222
    Provisions 14,547   11,961
    Deferred tax asset 37,954   42,343
           
    Deferred tax liabilities      
    Property, plant and equipment (702,920)   (721,966)
    Financial assets at fair value through profit or loss (48,508)   (38,668)
    Trade payables and other payables -   (18,159)
    Borrowings (4,708)   (6,083)
    Adjustment effect on tax inflation (21,326)   (49,091)
    Deferred tax liability (777,462)   (833,967)
           
    Net deferred tax liability (739,508)   (791,624)

     

    Based on the guidelines provided for in IFRIC 23 “Uncertainty over income tax treatments”, the Company has restated for inflation the cumulative tax losses and fixed assets depreciation, using the wholesale price index, general level (IPIM) and the consumer price index, general level (IPC), respectively. This criterion has been adopted taking into consideration that the effective income tax rate shows a confiscatory result, in line with the Supreme Court of Justice of Argentina’s decision rendered in the case entitled “Telefónica de Argentina SA and Others vs/EN-AFIP-DGI, General Tax Bureau” on October 25, 2022.

     

    The reconciliation between the income tax (expense) benefit recognized in profit or loss and the amount that would result from applying the applicable tax rate to the accounting income before taxes, is as follows:

     

     

    35

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
        06.30.25   06.30.24
    Income for the period before taxes   163,990   30,472
    Applicable tax rate   35%   35%
    Result for the period at the tax rate   (57,397)   (10,665)
    Gain on net monetary position   64,026   213,370
    Adjustment effect on tax inflation   (40,441)   (48,140)
    Non-taxable income    (319)   (3)
    Difference between provision and tax return   1,145   3,081
    Income tax (expense) benefit   (32,986)   157,643

     

    The income tax payable, net of withholdings is as follows:

     

         06.30.25     12.31.24 
    Current        
    Tax payable    85,102    -
    Tax withholdings   (15,711)    -
    Total current    69,391    -

     

    Note29 |     Tax liabilities

     

        06.30.25   12.31.24
    Non-current        
    Current        
    Provincial, municipal and federal contributions and taxes    20,046    12,105
    VAT payable    13,423    11,301
    Tax withholdings    9,188    11,845
    SUSS withholdings 339   597
    Municipal taxes    5,666    3,613
    Total current    48,662    39,461

    Note30 |     Provisions

     

    Included in non-current liabilities      
      For contingencies
      06.30.25   06.30.24
    Balance at the beggining of the year 24,748   24,715
    Increases 1,884   5,567
    Result from exposure to inflation for the period (3,470)   (11,463)
    Balance at the end of the period  23,162    18,819
           
           
    Included in current liabilities      
           
      For contingencies
      06.30.25   06.30.24
    Balance at the beggining of the year 9,315   7,191
    Increases 12,590   7,771
    Decreases (2,205)   (2,024)
    Result from exposure to inflation for the period (1,399)   (3,388)
    Balance at the end of the period  18,301    9,550
     

    36

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note31 |        Related-party transactions

     

    The following transactions were carried out with related parties:

     

    a.Expense

     

    Company   Concept   06.30.25   06.30.24
                 
    EDELCOS S.A.   Technical advisory services on financial matters   (28,558)   (19,510)
    SACME   Operation and oversight of the electric power transmission system   (1,373)    (979)
    Andina PLC   Financial interest   -    (127)
    Quantum Finanzas S.A.   Legal fees    (652)   (1,280)
    Grieco Maria Teresa   Legal fees   -    (3)
            (30,583)   (21,899)

     

    b.Key Management personnel’s remuneration

     

        06.30.25   06.30.24
             
    Salaries    13,790   9,637

    The balances with related parties are as follow:

     

    c.Receivables and payables

     

        06.30.25   12.31.24
    Other receivables - Non current        
    SACME   526   141
             
             
    Trade payables        
    EDELCOS    (9,759)    (11,051)
             
             
    Other payables        
    SACME   (137)   (237)

     

    Note32 | Shareholders’ Meeting

     

    The Company’s Annual General Meeting held on April 28, 2025 resolved, among other issues, the following:

     

    -To approve the Company’s Annual Report and Financial Statements as of December 31, 2024.
    -To allocate the $ 272,128 profit for the year ended December 31, 2024 (which at the purchasing power of the currency at June 30, 2025 amounts to $ 313,211) as follows: $ 18,040 to the absorption of Accumulated losses, $ 13,606 to the setting up of the Statutory Reserve, and $ 240,482 to the setting up of the Discretionary Reserve (which at the purchasing power of the currency at June 30, 2025 amount to $ 20,767, $ 15,661 and $ 276,783, respectively), in accordance with the terms of section 70, 3rd paragraph, of Business Organizations Law No. 19,550.
    -To approve the actions taken by the Directors and Supervisory Committee members, together with their respective remunerations.
    -To appoint Directors, Supervisory Committee members and the external auditors for the current fiscal year.
     

    37

    CONDENSED INTERIM CONSOLIDATED

    FINANCIAL STATEMENTS

    NOTES
     
    Note33 |        Events after the reporting period

     

    The following are the events that occurred subsequent to June 30, 2025:

     

    -Amendment to the values of the Company’s electricity rate schedules – ENRE Resolution No. 568/2025, Note 2.a.
    -Reforms of a deregulatory nature of Laws Nos. 15,336 and 24,065, Note 2.a.
    -Setting-up of the National Gas and Electricity Regulatory Authority (ENRGE), Note 2.a.
    -Upgrading of the Company’s credit rating, Note 25.
    -Issuance of new Class No. 8 and Class No. 9 Corporate Notes, Note 25.

     

     

     

    DANIEL MARX
    Chairman

     

    38

     

     

    SIGNATURES

     

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

     

     

    Empresa Distribuidora y Comercializadora Norte S.A.

     

     

     

     

     

     

     

    By:

     /s/ Germán Ranftl

     

    Germán Ranftl

     

    Chief Financial Officer

     

     

    Date: August 8, 2025

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