SEC Form 6-K filed by Telecom Argentina SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May 2025

Commission File Number: 001-13464

Telecom Argentina S.A.

(Translation of registrant’s name into English)

General Hornos, No. 690, 1272

Buenos Aires, Argentina

(Address of principal executive offices)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Telecom Argentina S.A.

TABLE OF CONTENTS

Item

Introduction

On February 24, 2024, Telecom Argentina S.A. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with TLH Holdco, S.L.U. as seller (the “Seller”) and Telefónica, S.A. (“Telefónica Parent”), pursuant to which the Company acquired 86,460,983,849 ordinary shares of Telefónica Móviles Argentina, S.A. (“TMA”), representing 99.999625% of its share capital, for a purchase price of US$1,245 million. The Acquisition was consummated on the date of the Purchase Agreement. The term “Acquisition” refers to the acquisition of Telefónica Móviles Argentina S.A. by the Company on February 24, 2025, and the term “Acquired Business” refers to the business thereby acquired.

The Acquisition was financed by the Company through cash on hand and two loans totaling US$1,170 million (collectively, the “Existing Loans”):

The Existing Loans contain terms and conditions that are customary for similar financings, as described further on the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on February 28, 2025 (the “TEO 2024 20-F”).

The Acquired Business

TMA is a corporation (sociedad anónima) organized under the laws of Argentina in 1994 with a term of existence of 99 years from its initial registration. Prior to the Acquisition, TMA was an indirect wholly-owned subsidiary of Telefónica, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (“Telefónica Parent”). Prior to the Acquisition, TMA conducted its business under the commercial name “Telefónica” and was part of the Telefónica Parent’s “Telefónica Hispam” reporting segment, which included Telefónica Parent’s operators in Colombia, Mexico, Venezuela, Ecuador, Argentina, Chile, Peru and Uruguay.

TMA has several agreements with Telefónica Parent governing the use of several of Telefónica Parent’s brands (including Movistar), trademarks and other intellectual property in Argentina. These contracts are renewed periodically. As of the date of this Form 6-K (the “TMA 6-K”), TMA continues to use the “Telefónica,” “Movistar” and “Tuenti” Trademarks under the Trademark License Agreement. For additional information, see “—Trademark License Agreement” below.

Since its incorporation, TMA has gone through a series of transactions and corporate reorganizations, the most significant being (i) the acquisition and subsequent merger of TMA with Compañía de Radiocomunicaciones Móviles, S.A. in 2005, and (ii) TMA’s merger with Compañía Internacional de Telecomunicaciones S.A., Telefónica Holding de Argentina S.A., and Telefónica Móviles Argentina Holding S.A. in 2017, and (iii) the absorption of 100% of Telefónica de Argentina S.A. in 2024 (which was dissolved on March 4, 2024).

TMA is one of the largest telecommunications and data transmission service providers in Argentina in terms of customers. TMA provides its 19.3 million customers with high-speed fixed and mobile connectivity (Movistar and Tuenti), complemented by a live and on-demand content platform streaming series, movies, music, and TV shows.

TMA services in Argentina encompass mobile telephony, cable television, internet and fixed telephony. TMA also provides other telephone-related services, such as international long-distance and wholesale services, data transmission and IT solutions outsourcing. Additionally, TMA installs, operates and develops cable television and data transmission services.

In 2024, TMA’s revenues amounted to P$2,511,381 million and its total assets amounted to P$2,243,751 million.

Corporate Structure

The following table shows TMA’s shareholding structure as of December 31, 2024:

Main Products and Services

Prior to the Acquisition, TMA offered customers a diverse range of services, including:

Mobile Telecommunication Services

TMA’s mobile telecommunication services in Argentina include voice communications, high-speed mobile internet, mobile applications download and online streaming, among others, as well as the sale of mobile communication devices (handsets, modems and smart watches). As of December 31, 2024, TMA’s mobile telecommunications services had approximately 17.8 million customers in Argentina and represented 58.4% of TMA’s revenues.

Under the “Tuenti” brand, TMA provides its customers with a fully digital experience. This includes monthly packages offering a specific amount of data—inclusive of social network usage—as well as call minutes, SMS, and WhatsApp services.

In February 2024, TMA and Lynk Global, Inc.—the world’s leading provider of satellite direct-to-mobile phone (Sat2Phone) services—successfully conducted their first test of Sat2Phone technology in Argentina. This initiative aims to enhance geographic coverage.

TMA provides mobile telecommunication services to a diverse range of customers, including residential and corporate clients. These services are delivered through prepaid and fixed plans, as well as postpaid and fixed subscription plans. As of December 31, 2024, TMA’s mobile telecommunications services consisted of 49% prepaid customers and 51% postpaid customers.

For the prepaid plan, Movistar’s “Armá Tu Pack” plan allows customers to select the amount of GB and airtime they intend to use. For the postpaid plan, TMA offers services such as “Guarda Gigas”, “Pasa Gigas” and “Test Drive”, allowing each customer to manage their GB preferences according to their level of consumption.

Internet Services

TMA provides broadband internet services in Argentina and markets its services through HFC and FTTH technologies. As of December 31, 2024, TMA had approximately 1.5 million internet customers, with more than 4.7 million retail customers using optic fiber technologies. TMA offers internet products with speeds ranging from 50MB to 940 MB, depending on the geographic location.

In March 2024, TMA entered into an agreement with Starlink to offer satellite services to corporate customers through Movistar, expanding internet access to remote areas.

12.4% of TMA’s revenue was generated by internet services as of December 31, 2024.

Pay TV Services

Under the Movistar TV brand, TMA offers television services across various locations in Argentina. In 2024, TMA serviced 0.4 million television customers. These offerings include supplementary revenue-generating services and products, such as premium channels and pay-per-view options. 2.2% of TMA’s revenue was generated by television services as of December 31, 2024.

TMA offers a digital platform streaming television channels and on-demand content. Through this platform, customers can access different OTT services. TMA offers innovative and quality content based on alliances with production companies such as Disney+, Paramount+, Universal+, Netflix, Prime Video and HBO.

Fixed Services

TMA offers voice communication, supplementary services, interconnection with other operators, data services (mainly virtual private networks, dedicated transit, signal transport), IT solution outsourcing and advanced cybersecurity solutions, among others.

Fixed services include fixed telephony (voice), internet, Movistar TV, data service, interconnection, wholesale services and others. As of December 31, 2024, 29.6% of TMA’s revenues was generated by these services.

Fixed services offered to wholesale customers include infrastructure services, internet services, international long-distance services and other value-added services.

B2B Services

TMA’s B2B services serves self-employed professionals and companies of all sizes, from SMEs to large corporations as well as government entities. The service has experienced sustained growth due to the increasing digitalization of companies and the demand for integrated connectivity, storage, cybersecurity and advanced technology solutions.

In 2024, TMA experienced significant growth in digital services, increasing sales by up to 4 times compared to the previous year. TMA’s customers increased by 20% as TMA began to offer the “Movistar Fibra” network.

Wholesale Services

The regional organization of TMA’s wholesale business consolidated the relationship with strategic partners with presence in several Latin American countries, generating opportunities to create new businesses and growing in existing ones (such as FTTH).

During 2024, TMA’s revenues in this service were mainly driven by: (i) increased commercial activity, expanding the customer base and service supply; (ii) the transformation of the optical layer of the network and the IP nodes, which made it possible to extend the ethernet network; (iii) improvements in the quality of the IP transit service as a result of agreements with Google, Netflix and Facebook, which in turn have led to an increase in sales; and (iv) new business opportunities derived from various digital services such as Managed, Cloud, and DDosShield.

Information Technology Strategy

In 2024, TMA undertook various digitalization efforts, allowing the company to enhance its competitiveness in a developing landscape. TMA is increasingly using artificial intelligence and innovation with a view to adding value to its customers.

Some of the highlights in 2024 include:

Operating Licenses and Concessions

TMA received its first operating license in Argentina in 1996. TMA’s operating licenses for mobile services and other related services as of December 31, 2024 are set forth below:

For more information about TMA’s operating licenses, see Note 18 to the TMA Financial Statements, included in this TMA 6-K.

Trademark License Agreement

As part of the Acquisition, TMA entered into a trademark license agreement (the “Trademark License Agreement”) with Telefónica Parent, pursuant to which Telefónica Parent granted TMA a non-exclusive, royalty-bearing and generally non-sublicensable and non-transferable license to continue using certain trademarks, service names, brand names, logos and domain names (collectively, the “Trademarks”) that were used by the Acquired Business prior to the Acquisition, including the “Telefónica,” “Movistar” and “Tuenti” Trademarks.

The term of the license granted under the Trademark License Agreement is for 12 months from the date of the Trademark License Agreement, extendable for up to an additional 12 months, except that the term of the license for the “Tuenti” Trademarks expires on December 31, 2029, without the possibility of any extensions.

No royalties or other payments are payable for the “Tuenti” trademarks during the term of the License Trademark Agreement. For any of the other Trademarks, if TMA elects to extend the license beyond the initial 12-month term, TMA will be required to pay Telefónica Parent a royalty equal to 1.6% of all gross revenues generated in connection with the provision of goods or services under the Trademarks that are the subject of such extension, payable on a monthly basis.

Under the Trademark License Agreement, Telefónica Parent may suspend TMA’s right to use certain Trademarks if, in its reasonable opinion, the advertisement, marketing, promotion, selling, distribution or provision of any products or services bearing such Trademarks is not in compliance with the Trademark License Agreement and such non-compliance has not been cured within 30 days from receipt of notice thereof. If such non-compliance is not cured within 120 days after the commencement date of the suspension, Telefónica Parent may terminate TMA’s right to the applicable Trademarks.

Legal and Administrative Proceedings

From time to time, TMA is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of its business. See Notes 14, 16 and 18 to the TMA Financial Statements included in this TMA 6-K for more information on the company’s legal proceedings.

The following discussion and analysis is based on, and should be read in conjunction with, the TMA Financial Statements and related notes, included elsewhere in this TMA 6-K.

Management Overview

TMA operates under an integrated, global, and responsible vision, recognizing its role in global connectivity and technological advancements. During 2024, TMA started its 5G network rollout, improving connection speed, service quality and infrastructure robustness, while 3G and 4G networks remained essential for mobile coverage. As for fixed internet services, fiber optic usage continued to increase, enhancing TMA’s customers digital experience.

In line with its commitment to sustainability and long-term value creation, TMA has reinforced its focus on sustainable and inclusive economic models. TMA’s guiding purpose is to connect people, regardless of their location, while enhancing its competitiveness and market positioning.

On January 1, 2024, the merger between Telefónica de Argentina S.A. (“TASA”) and TMA was completed, consolidating TMA’s commercial offering, optimizing resources and investments, and generating operational efficiencies. As a result of such merger, TMA absorbed TASA’s equity, including its assets, liabilities and telecommunications service licenses. Subsequently, TMA registered a capital increase of P$28,372 million with the Argentine Public Registry of Commerce, along with the recognition of an issuance premium of P$107,376 million (in current terms). For further details, see Note 11.a of the TMA Financial Statements. The merger also enabled TMA to acquire indefinite-term licenses previously held by TASA. For more information on the corporate reorganization of TASA and TMA, please refer to Notes 1 and 21 of the TMA Financial Statements.

TMA is an integrated telecommunications provider, focused on mobile voice and data services, fixed voice services, broadband, television, and other digital services.

For further information, see Note 2.3 of the TMA Financial Statements.

TMA’s revenues in 2024 reached P$ 2,511,381 million, compared to P$ 2,527,644 million in 2023. The P$ 16,263 million decrease (1% decline) in 2024 was mainly due to lower volume of mobile handset sales, while mobile service revenues increased by 7.0%.

TMA’s net loss for 2024 amounted to P$ 960,239 million, compared to a net loss of P$ 268,665 million in 2023. The increase of P$ 691,574 million in net loss was primarily due to impairment losses on assets (net of income tax P$ 889,046 million) based on IAS 36 analysis.

The sum of costs of goods sold and operating expenses evolved below inflation, continuing and accelerating the efficiencies initiated in previous years.

For a detailed analysis of TMA’s results of operations for fiscal year 2024, see “—Years ended December 31, 2024 and 2023” below. For a discussion of the factors that may affect TMA’s results of operations see —Years ended December 31, 2024 and 2023—Factors Affecting Results of Operations”.

Non-IFRS Accounting Standards Measures of TMA

The following discussion and analysis summarizes relevant measures of results of operations presenting items by nature. TMA’s former management believed that the presentation of the measure “Adjusted OIBDA” provided investors and financial analysts with appropriate information that was relevant for purposes of understanding TMA’s past and present performance, as well as TMA’s projections of future performance. Moreover, Adjusted OIBDA was one of the key performance measures used by TMA’s former management to monitor TMA’s profitability and financial position. For more information on the use of Adjusted OIBDA, see “—Results of Operations—Adjusted OIBDA.”

Years ended December 31, 2024 and 2023.

For purposes of these sections, the fiscal years ended December 31, 2024, and 2023 are referred to as “2024,” and “2023”, respectively.

TMA’s results of operations are determined in accordance with IFRS Accounting Standards as issued by the IASB.

Factors Affecting Results of Operations

Described below are certain factors that may be helpful in understanding TMA’s operating results. These factors are based on the information currently available to TMA’s management and may not represent all the factors that are relevant to an understanding of our current or future results of operations.

The Argentine Economy

During 2024, the Argentine economy registered a contraction of 1.8%. As of December 31, 2024, considering the official exchange rate, the Argentine Peso depreciated by 27.7% against the U.S. dollar compared to December 31, 2023, while inflation reached 117.8%.

In 2024, the trade balance recorded a surplus of US$18,899 million. Argentina’s exports totalled US$79,721 million, reflecting a 19.4% increase, while imports amounted to US$60,822 million, representing a 17.5% decrease.

Regarding external debt, the agreements between the Argentine government, the Paris Club, and the IMF have been fundamental for restructuring Argentina’s debt and stabilizing its economy. See “Risk Factors—Risks Related to Argentina—Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” in the TEO 2024 20-F. In March 2022, the Argentine Congress approved the agreement between the IMF and the Argentine government in connection with the IMF-supported program. On April 8, 2025, the IMF Executive Board and the Argentine authorities reached a staff-level agreement in connection with an extended fund facility arrangement. On April 11, 2025, the IMF’s Executive Board approved a 48-month, U.S.$20 billion extended fund facility arrangement for Argentina and the immediate disbursement of U.S.$12 billion, allowing the Argentine administration to continue its efforts to restore macroeconomic stability. See “Risk Factors—Risks Related to Argentina—Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to implement reforms and sustain economic growth” in the TEO 2024 20-F.

Although a portion of TMA’s commercial and financial liabilities are denominated in foreign currencies, TMA’s assets, operations and customers are located in Argentina. Accordingly, financial condition, results of operations and cash flows depend to a significant extent on economic and political conditions prevailing in Argentina. The Argentine government has exercised and continues to exercise significant influence over many aspects of the Argentine economy. Accordingly, Argentine governmental actions concerning the economy could significantly affect private sector entities in general and TMA operations in particular, as well as affect market conditions, prices and returns on Argentine securities, including TMA’s outstanding securities. TMA operating results, financial condition and cash flows have been and will be affected by fluctuations in the Argentine economy.

Effect of Inflation

Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated. IAS 29 does not prescribe when hyperinflation arises but lists several indicators of hyperinflation. Since July 1, 2018, Argentina has been categorized as a hyperinflationary country, since certain macroeconomic indicators and events during 2018 evidenced that the qualitative and quantitative factors identified in IAS 29 (the quantitative factor being that the country’s projected three-year cumulative inflation rate exceeds 100%) were satisfied. Therefore, TMA has restated the TMA Financial Statements and the financial information in current Argentine Pesos as of December 31, 2024, for all periods reported in this TMA 6-K based on certain price indexes to account for the effect of inflation in Argentina. See Note 2.1.b) of the TMA Financial Statements.

The Consumer Price Index (“CPI”) has registered an increase of 117.8% on a year-over-year comparison for 2024. See Note 2.1.b) of the TMA Financial Statements for further information.

The financial information issued for comparative purposes must also be presented in the current currency as of December 31, 2024, and must be restated using the annual index of the current year.

Income Tax Inflation Adjustment

In accordance with the provisions of Title VI of the Income Tax Law, TMA applies (i) the income tax inflation adjustment since the fiscal year ended December 31, 2019, and (ii) updates on cost of assets in case of disposal and of computable depreciation to all acquisitions or investments made in fiscal years beginning January 1, 2018.

The legal tax rate in effect from the 2021 period consists of a scale whose amounts will be adjusted annually, starting on January 1, 2022, based on the annual variation of the CPI provided by the Instituto Nacional de Estadísticas y Censos (the National Statistics and Census Institute, or “INDEC”).

On the basis of relevant case law, TASA challenged the decision of the Administración Federal de Ingresos Públicos (the former Argentine federal tax authority, or “AFIP”, dissolved by Decree No. 953/24, published on October 25, 2024, and replaced by the Agencia de Recaudación y Control Aduanero, or “ARCA”) to deny its request to apply the tax inflation adjustment and deduct the updated depreciation and amortization charges for the fiscal years 2008 through 2014. From the 2015 fiscal year through the 2019 fiscal year, TASA applied the tax inflation adjustment and deducted updated depreciation and disposal costs of property, plant & equipment and intangibles in its tax filings. TASA obtained final favorable judicial rulings in respect of the fiscal years 2008 through 2013 and fiscal years 2015 and 2017. The judicial actions in respect of the remaining fiscal years are still in appeal stages.

In light of the above, from the 2019 fiscal year through the 2023 fiscal year, TMA deducted updated depreciation and disposal costs of property, plant & equipment and intangibles in its tax filings. The use of these adjustments was initially rejected by ARCA, and thus TMA challenged the constitutionality of ARCA’s decisions for each of the fiscal years. These challenges are still to be resolved by the respective courts.

As of December 31, 2024, the income tax balance was a benefit of P$ 502,912 million which, compared to the previous year’s expense, represents a variation of P$ 509,494 million, mainly due to the impact of impairment losses on deferred tax.

For more information on income tax, see Note 16 of the TMA Financial Statements.

Effects of Fluctuations in Exchange Rates between the Argentine Peso and the U.S. dollar and other major foreign currencies

According to the official exchange rate information published by the Banco Central de la República Argentina (the Argentinian Central Bank or “BCRA”), the Argentine Peso depreciated by 27.7% against the U.S. dollar during the year ended December 31, 2024, compared to 356.3% in the year ended December 31, 2023. The relatively moderate depreciation in 2024 is related to the ongoing foreign exchange controls (partially eased in December 2024 by the Milei administration) and a crawling peg mechanism implemented during most of the year. “Risk Factors—Risks Related to Argentina— Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” in the TEO 2024 20-F. TMA operates with the exchange rate Comunicación “A” 3500 of the BCRA.

Heightened restrictions to access the official FX Markets were imposed starting in 2020, with a view to reducing the loss of international reserves generated by a greater demand of U.S. dollars by individuals and companies. These restrictions have resulted in the creation of multiple reference exchange rates, such as the “blue chip swap” rate (contado con liquidación), MEP dollar (Mercado Electrónico de Pagos), and soybean dollar (dólar soja), among others. Some of these exchange rates are only available to certain markets participants. In addition, dealing with certain of these reference rates might directly affect the access of TMA to the FX Market. The requirements to access these different exchange rates, as well as the actual exchange rate of each option, vary significantly from one another.

The Milei administration implemented policies aimed at modifying Argentina’s macroeconomic conditions, such as reducing the fiscal deficit, reforming the National State, privatizing public companies and rationalizing the current spending of the national administration. “Risk Factors—Risks Related to Argentina— Devaluation of the Argentine Peso and foreign exchange restrictions may adversely affect our results of operations, our capital expenditures and our ability to service our liabilities and pay dividends” in the TEO 2024 20-F.

The majority of TMA revenues are in Pesos whereas a portion of the costs regarding materials and supplies related to the construction and maintenance of TMA’s networks and services are incurred in foreign currencies. Any devaluation of the Peso against foreign currencies may increase operating costs (partially offset by the increase of revenues in foreign currencies) and capital expenditures, which will adversely affect TMA’s results of operations, considering the net effect on revenues and costs. TMA actively manages exchange rate risk through the use of financial assets to minimize such risks while optimizing TMA’s financial cost.

Internal Growth

A monthly operational measure used in TMA services is ARPU, which TMA calculates by dividing adjusted total service revenues by the average number of customers during the period. ARPU is not a measure calculated in accordance with IFRS Accounting Standards. TMA calculates ARPU in a similar manner as the Company, but may not calculate ARPU in the same manner as similarly titled measures used by other companies. Certain components of service revenues are excluded from ARPU calculations presented in this TMA 6-K. TMA’s Management believes this measure is helpful in assessing the development of the customer base of TMA services.

The following table shows certain information regarding calculation of ARPU as of the dates specified:

Price of services

In compliance with its specific functions, the ENACOM acting as the designated enforcement authority under the Digital Argentina Law, has regulated various aspects related to the provision of ICT services, as well as audiovisual communication services. These regulations include procedures for filing complaints, contracting regimes, billing, service quality and licensing matters, some of which have been subject to appeals by TMA. Notwithstanding recent regulatory changes affecting rates regulation, ENACOM retains broad supervisory authority over technical, operational, and user protection aspects of ICT services.

Decree No. 302/24 dated April 10, 2024, expressly repealed Decree No. 690/2020 and re-established the freedom of ICT service licensees to set their own prices on a fair and reasonable manner, allowing them to cover operating costs and a reasonable operating margin. While this regulatory shift revoked the public service status previously imposed on ICT services, the national regulatory authority (ENACOM) retains significant oversight powers in non-tariff matters such as licensing, quality of service, and spectrum management. The impact of the service price adjustments on TMA’s results of operations is particularly relevant in light of persistent inflationary pressures on TMA’s cost structure. It is worth noting that several legal challenges have been filed questioning the constitutionality of Decree No. 302/24, and therefore its full implementation may be subject to judicial review. For additional information, see “Item 4—Information on the Company—Regulatory Authorities and Framework” in the TEO 2024 20-F and Note 18 to the TMA Financial Statements.

Competition

The main competitors of TMA are detailed below by type of service as of December 31, 2024:

Mobile Services:

The market for residential, corporate and wholesale mobile telecommunications services in Argentina is characterized by intense competition. Operators are free from regulation to determine the pricing of services, except that ENACOM sets prices for wholesale local interconnection services. During 2024, three mobile operators offered nationwide service: Telecom Argentina S.A., TMA and AMX Argentina (commercially known as Claro).

Internet Services:

The main competitors in the internet service market in Argentina are Telecom Argentina S.A., Claro, IPlan and Telecentro S.A. (providing a triple-play offer), among others.

Television Services:

The paid television industry is highly fragmented. TMA competitors are Telecom Argentina S.A., Telecentro S.A. (which is focused in the Buenos Aires Metropolitan Area), DirecTV Argentina S.A. (satellite television) and more recently Claro. TMA also considers OTT internet video system providers such as Netflix, Disney+, Prime Video and On Video, among others, as competitors.

Among paid television systems, competition is driven primarily by price, programming services offered, customer satisfaction and the quality of the system.

Taxes and other litigation

Local municipalities in the areas where TMA operates have implemented regulations imposing various taxes and fees related to the deployment of infrastructure, equipment, and the expansion of both fixed-line and mobile networks. Additionally, local and federal tax authorities have brought an increasing number of claims against us. We disagree with these proceedings and are generally contesting them.

Furthermore, evolving legal precedents in labor and pension matters have led to an increase in claims from current and former employees, as well as increased demands from contractor and subcontractor employees alleging joint liability. TMA cannot guarantee that existing laws and regulations—whether general or specifically related to the telecommunications industry—will not become more restrictive, or that ongoing claims will be resolved in TMA’s favor, or that future legal and regulatory changes will not negatively impact TMA’s business, financial condition, operating results, and cash flows.

For more information on these claims and proceedings, including approximate amounts, see note 14 to the TMA Financial Statements included herein.

For 2024, TMA reported a net loss of P$960,239 million, compared to a net loss of P$268,665 million in 2023. The net loss for 2024 increased by P$691,574 million compared to 2023.

Revenues in 2024 amounted to P$2,511,381 million, a 0.6% or P$16,263 million decrease as compared to P$2,527,644 million in 2023. This decrease was primarily due to a decrease on handsets sales following the market retraction caused by the December 2023 devaluation, which was partially offset by an increase in mobile service revenue, broadband, and TV, driven by an increase in postpaid, FTTH, and paid TV subscribers.

Other income in 2024 amounted to P$10,352 million as compared to P$30,208 million in 2023. Other income decreased by P$19,856 million in 2024, compared to the previous year, mainly due to a decrease in profit from the sale of scrap material and other items, and a decrease in profit from the sale of other assets.

In 2024, operating costs (including depreciation, amortization and impairment loss) amounted to P$4,043,697 million, representing an increase of P$1,053,254 million, or 35.2% as compared to 2023. The increase in operating costs in 2024 was mainly due to the recognition of an impairment loss in “Intangible Assets” and in “PP&E”. That impairment loss was mainly due to TMA’s inability to increase its prices to the same extent as accumulated inflation increased over the last years. Such misalignment affects TMA’s cash flows used to determine its value in use. Meanwhile, the carrying amounts of “Intangible Assets” and “PP&E” have been restated for inflation in accordance with IAS 29, exceeding the increase of estimated cash flows. For additional information regarding the impairment loss, see Note 4 “Recoverability of Assets” to the TMA Financial Statements.

(A.1) Year Ended December 31, 2024 compared to the year ended December 31, 2023

In 2024, net loss amounted to P$960,239 million, compared to a net loss of P$268,665 million in 2023. The net loss in 2024 increased by P$691,574 million compared to 2023, primarily due to impairment losses on assets (net of P$ 889,046 million income tax) based on IAS 36 analysis.

In 2024, Adjusted OIBDA totaled P$273,458 million, representing 10.9% of revenues. The increase in 2024 compared to 2023 was primarily due to a decrease in employee benefit expenses and severance payments and supplies.

Revenues and Other income

During 2024, total revenues amounted to P$2,511,381 million, compared to P$ 2,527,644 million in 2023. This 0.6% or P$16,263 million decrease in 2024 was mainly due to lower volume of mobile handset sales after the devaluation of the Argentine Peso in December 2023, while mobile service revenues increased 7.0%.

Services revenues amounted to P$2,210,603 million in 2024, increasing 4.0% as compared to P$2,125,334 million in 2023. These revenues represented 88% of TMA’s total revenues.

Handset sales amounted to P$296,210 million in 2024 as compared to P$396,713 million in 2023 and represented 11.8% of revenues.

Other income in 2024 amounted to P$10,352 million as compared to P$30,208 million in 2023, a P$19,856 million decrease compared to the previous year, mainly due to (i) a decrease in profit from the sale of scrap material and other items, (ii) a decrease in profit from the sale of other assets, and (iii) a reduction in penalties for breach of contract.

The effect generated by the restatement in current currency as of December 31, 2024, increased revenues and other income by P$433,269 million and P$1,910,089 million in 2024 and 2023, respectively.

Mobile Services

Mobile services revenues in 2024 amounted to P$1,467,273 million (an increase of P$96,090 million or 7.0% as compared to 2023) being the principal contributor to TMA’s total revenues for 2024 (58.4% of revenues in 2024 as compared to 54.2% in 2023).

The effect generated by the restatement in current currency as of December 31, 2024, included in mobile services revenues amounted to P$249,402 million and P$1,021,226 million in 2024 and 2023, respectively.

Movistar’s ARPU amounted to P$6,859.2 as of December 31, 2024 (compared to P$6,467.3 as of December 31, 2023), mainly due to the fact that the increase in mobile service revenues was higher than the inflation rate for the year.

Movistar’s mobile customers amounted to 17.8 million and 17.7 million as of December 31, 2024, and 2023, respectively. Out of the total mobile customers as of December 31, 2024, 49% were prepaid customers and 51% were postpaid customers, whereas as of December 31, 2023, 51% were prepaid customers and 49% were postpaid customers.

ARPU of Mobile Services.

The following table shows of total service revenues to such included in the ARPU calculations of 2024 and 2023:

Fixed revenues

Fixed revenues in 2024 amounted to P$743,330 million (a decrease of P$10,821 million or 1.4% as compared to 2023), being the second contributor to TMA’s total revenues for 2024 (29.6% of revenues in 2024 as compared to 29.8% in 2023).

Fixed service revenue includes fixed telephony (voice), internet, Movistar TV, data service, interconnection, wholesale services and others.

TMA’s management does not calculate ARPU for revenues related to data, interconnection, and wholesale services. Therefore, for the ARPU analysis of fixed revenues, only revenues from fixed telephony (voice), internet, and Movistar TV are considered.

The table below shows the income by type of service:

The effect generated by the restatement in current currency as of December 31, 2024, included in Fixed services revenues amounted to P$134,064 million and P$566,739 million in 2024 and 2023, respectively.

Internet

Internet revenues in 2024 amounted to P$312,097 million, an increase of P$34,430 million or 12.4% as compared to 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in internet services revenues amounted to P$498,766 million and P$207,193 million in 2024 and 2023, respectively.

The increase in internet services revenues in 2024 was mainly due to the increase in the customer base. The increase in customer base was mainly driven by TMA’s efforts on the FTTH network and customer retention.

ARPU of internet services reached P$17,724.5 in 2024 as compared to P$17,432.2 in 2023. This increase in ARPU is mainly explained by the fact that TMA granted less discounts to customers on these services and charged higher entry offer prices. The effect generated by the restatement in current currency as of December 31, 2024, included in ARPU amounted to P$2,833.6 and P$13,008.8 as of December 31, 2024 and 2023, respectively.

ARPU of Internet

The following table shows internet services included in the ARPU calculations of 2024 and 2023:

Voice

Voice revenues in 2024 amounted to P$120,497 million, a decrease of P$62,835 million or 34.3% as compared to 2023. The effect generated by the restatement in current currency as of December 31, 2024, included in voice revenues amounted to P$2,430 million and P$138,932 million in 2024 and 2023, respectively.

ARPU of voice services reached P$4,562.9 in 2024 as compared to P$6,674.8 in 2023. This decrease in ARPU is mainly explained by changes in the customer’s consumption behavior. The effect generated by the restatement in current currency as of December 31, 2024 included in ARPU amounted to P$92 and P$5,058.3 as of December 31, 2024, and 2023, respectively.

ARPU of Voice services

The following table shows the reconciliation of total voice service ARPU calculations of 2024 and 2023:

Movistar TV

Movistar TV revenues in 2024 amounted to P$56,296 million, an increase of P$1,287 million or 2.3% as compared to 2023). The effect generated by the restatement in current currency as of December 31, 2024, included in Movistar TV revenues amounted to P$9,067 million and P$41,067 million in 2024 and 2023, respectively.

ARPU of Movistar TV reached P$11,058.8 in 2024 as compared to P$13,140.9 in 2023. This decrease in ARPU is mainly due to the change in commercial offers made to customers. The effect generated by the restatement in current currency as of December 31, 2024, included in ARPU amounted to P$1,781.3 and P$9,810.3 as of December 31, 2024 and 2023, respectively.

The customer base increment is the result of TMA’s efforts regarding the deployment of the FTTH network.

ARPU of Movistar TV

The following table shows the Movistar TV ARPU calculations of 2024 and 2023:

Handset Sales

Revenues generated by handset sales amounted to P$296,210 million in 2024 (representing 11.8% of TMA revenues), decreasing P$100,503 million as compared to P$396,713 million in 2023. The decrease was mainly due to a decrease in the sale of handsets compared to 2023.

The effect generated by the restatement in current currency as of December 31, 2024, included in handset sales revenues amounted to P$48,037 million and P$300,379 million in 2024 and 2023, respectively.

Rental income

Rental income revenues amounted to P$4,568 million in 2024, decreasing P$1,029 million compared to 2023. The effect generated by the restatement in current currency as of December 31, 2024, amounted to P$914 million and P$4,196 million in 2024 and 2023, respectively.

These revenues are mainly related to the leasing of investment properties and cloud space rental. There were no significant variations during the period analyzed.

Operating costs (without depreciation, amortization and impairment losses)

Total operating costs (without depreciation, amortization and impairment losses) decreased P$250,000 million or 10% in 2024, amounting to P$2,248,275 million, as compared to 2023.

Despite being in a context in which year-on-year inflation was 117.8%, TMA has managed to make its operating costs more efficient and achieve a cost reduction.

The effect generated by the restatement in current currency as of December 31, 2024, included in operating costs (without depreciation, amortization and impairment losses) amounted to P$473,876 million and P$1,897,552 million in 2024 and 2023, respectively.

Supplies

Supplies decreased P$115,349 million to P$497,576 million in 2024 as compared to P$612,925 million in 2023, mainly due to (i) a decrease in the cost of goods sold compared to the previous year due to the reduction in the volume of handsets sold, (ii) a decrease in telephone service and access charges, (iii) a decrease in other supplies and (iv) a decrease in rent and expenses.

The effect generated by the restatement in current currency as of December 31, 2024, included in supplies costs amounted to P$108,069 million and P$491,782 million in 2024 and 2023, respectively.

Employee benefit expenses and severance payments

Employee benefit expenses and severance payments decreased P$173,201 million to P$607,062 million in 2024, as compared to P$780,263 million in 2023. The decrease was mainly due to headcount reduction through voluntary exit programs and organizational simplification plans implemented in 2022, which continued throughout 2023 and 2024. This decrease was partially offset by increases in salaries agreed by TMA with several trade unions for unionized employees, and for non-unionized employees, together with related social security charges.

The effect generated by the restatement in current currency as of December 31, 2024, included in employee benefit expenses and severance payments amounted to P$ 102,847 million and P$ 562,587 million in 2024 and 2023, respectively.

Variation of allowances for doubtful accounts (bad debt expenses)

Variation of allowances for doubtful accounts expenses increased P$3,158 million, amounting to P$63,402 million in 2024, representing 2.5% and 2.4% of the revenues in 2024 and 2023, respectively,

The effect generated by the restatement in current currency as of December 31, 2024, included in bad debt expenses amounted to P$10,034 million and P$45,592 million in 2024 and 2023, respectively.

Other expenses

Other expenses (which include legal claims and contingent liabilities, energy and other public services, insurance, rentals, taxes and internet capacity, among others) increased P$35,392 million, amounting to P$1,080,235 million. The increase is mainly due to an increase in other external services (commissions to financial institutions, call centers), commissions, energy and security expenses. This increase was partially offset by decrease in fees and compensation for services, decrease in taxes, duties, and contributions, a decrease in compensation for directors and the supervisory board, and decrease in advertising and promotion expenses.

The effect generated by the restatement in current currency as of December 31, 2024, included in other expenses amounted to P$252,925 million and P$797,591 million in 2024 and 2023, respectively.

For more information on operating cost, see Note 17 and 19. c) of the TMA Financial Statements.

Adjusted OIBDA

TMA’s former management used “Adjusted OIBDA” metric, to make decisions about allocating resources and to evaluate financial performance. OIBDA is defined as operating income excluding depreciation and amortization and impairment loss. TMA management believes that, in addition to the financial information expressly defined under IFRS Accounting Standards, this is a measure that provides information useful to assess our performance. This measure should not be viewed in isolation or as a substitute for the measures presented according to the IFRS Accounting Standards.

TMA’s former management believed that this non-IFRS Accounting Standards measure was a useful metric used by analysts, investors and other interested parties in the telecommunications industry, although it is not a measure explicitly defined in IFRS Accounting Standards. This measure should not be considered as a substitute for operating income or any IFRS Accounting Standards measures of earnings. Additionally, TMA’s calculations of Adjusted OIBDA may be different from the calculations used by other entities. Therefore, TMA’s measure of Adjusted OIBDA may not be comparable to that of other entities and the Company.

The following table shows the reconciliation of Operating result to Adjusted OIBDA:

Adjusted OIBDA amounted to P$273,458 million in 2024, representing an increase of P$213,881 million as compared to P$59,577 million in 2023. Adjusted OIBDA represented 10.9% and 2.4% of TMA’s revenues in 2024 and 2023, respectively.

Depreciation, Amortization and Impairment loss

Depreciation, amortization and impairment loss increased P$1,303,254 million, amounting to P$1,795,422 million in 2024 as compared to P$492,168 million in 2023.

The variation was mainly due to an impairment loss in “Intangible Assets” and in “PP&E”. For additional information regarding the impairment losses, see Note 4 of the TMA Financial Statements.

The effect generated by the restatement in current currency as of December 31, 2024, included in Depreciation, amortization and impairment loss amounted to P$362,049 million and P$466,494 million in 2024 and 2023, respectively.

Operating result

In 2024, TMA’s operating loss amounted to P$1,521,964, representing an increase of P$1,089,373 million as compared to 2023. Operating loss represented (60.6) % and (17.1)% of TMA’s revenues in 2024 and 2023, respectively. For a more detailed understanding of the losses, see the explanations in “–(A) Results of Operations.”

Financial Results

Financial income decreased P$111,695 million to P$58,813 million in 2024 as compared to P$170,508 million in 2023. The main causes for this decrease were: (i) lower exchange rate gain charges by P$ 325,851 million, (ii) a decrease in financial income by P$139,698 million, and (iii) an increase in financial expenses by P$65,336 million, partially offset by (i) a P$311,214 million decrease in losses from exchange rate differences, and (ii) a P$107,976 million increase in RECPAM charges.

Income tax

The income tax as of December 31, 2024, was a benefit of P$502,912 million, which compared to the expense from the previous year represents a variation of P$509,494 million, primarily generated by the effect of the impairment loss on deferred tax.

For more information on income tax, see Note 16 to the TMA Financial Statements.

Net loss

TMA recorded a net loss of P$960,239 million in 2024 as compared to a net loss of P$268,665 million for 2023. The increase in net loss was primarily due to impairment losses on assets (net of income tax P$ 889,046 million) based on IAS 36 analysis.

Cash Flow

The table below summarizes TMA’s cash flows for the years ended December 31, 2024 and 2023:

As of December 31, 2024, and 2023, TMA had P$141,158 million and P$353,422 million in cash and cash equivalents, respectively.

Cash flows from operating activities were P$381,329 million and P$505,015 million in 2024 and 2023, respectively.

Net cash provided by operating activities decreased P$123,686 million, or 24.5% in 2024 compared to 2023, primarily due to a decrease of P$292,522 million in net cash outflows in connection with changes in TMA assets and liabilities. This decrease was primarily due to (i) an increase in trade payable payments, mostly due to settlements of outstanding foreign currency payables (which also were settled using government bonds), (ii) an increase of P$175,939 million in net losses, adjusted for non-cash income and expense, and (iii) a P$29,923 million decrease in interest payments received.

Cash flows used in investment activities were P$416,259 million and P$407,256 million in 2024 and 2023, respectively.

In 2024, cash flows used in investing activities included payment for financial assets of P$503,746 millions and payments for acquisitions of PP&E and Intangible assets of P$246,041 millions, partially offset by P$331,873 million proceeds from sale of PP&E and financial assets.

In 2023, cash flows used in investing activities included payments for acquisitions of PP&E and Intangible assets of P$411,539 millions and payment for financial assets of P$100,958 millions. And partially offset by proceeds from sale of financial assets and others of P$91,312 million.

Cash flows used in financing activities were P$61,042 million and P$5,720 million in 2024 and 2023, respectively.

In 2024, cash flows used in financing activities included amortization and repayment of debt with financial entities, related parties and others for P$67,376 million, partially offset by shareholder contributions of P$9,839 million.

In 2023, cash flows used in financing activities included amortization and repayment of debt with financial entities, related parties and others for P$41,315 million, partially offset by shareholder contributions of P$36,305 million.

These effects were partially offset by the reduction in the effect of RECPAM on cash and cash equivalents, which decreased by P$272,280 million or 69.2% compared to 2023.

For more information on cash flow, see Statements of Cash Flows for the years ended December 31, 2024 and 2023 in the TMA Financial Statements.

Capital Expenditures

TMA’s main investment projects consisted of:

Independent auditors’ report

To the President and Directors of

Telefónica Móviles de Argentina Sociedad Anónima

Legal address: Av. Corrientes 707, ground floor

City of Buenos Aires

Tax Code No.: 30-67881435-7

We have audited the financial statements of Telefónica Móviles de Argentina Sociedad Anónima (the “Company”) which comprise the statements of financial position at December 31, 2024 and 2023, and the statements of income, of comprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2024 and 2023, and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and its financial performance, and its comprehensive income and its cash flows for the fiscal years then ended, in accordance with IFRS Accounting Standards.

We conducted our audit in accordance with auditing standards in force in Argentina, as established in Section III.A of Technical Pronouncement No. 37 of the Argentine Federation of Professional Councils in Economic Sciences (FACPCE). Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We are independent of the Company, and we have fulfilled all our ethical responsibilities in accordance with the requirements set forth by the Code of Ethics of the Professional Council of Economic Sciences of the Autonomous City of Buenos Aires (CPCECABA) and Technical Pronouncement No. 37 of the FACPCE.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with the IFRS Accounting Standards, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Technical Pronouncement No. 37 of the FACPCE will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Technical Pronouncement No. 37 of the FACPCE, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Autonomous City of Buenos Aires, February 21, 2025.

/s/ PRICE WATERHOUSE & CO. S.R.L.

Telefónica Móviles Argentina Sociedad Anónima

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

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

Fiscal Year No. 32 started January 1, 2024

Financial Statements as of December 31, 2024 and 2023

and for fiscal years ended December 31, 2024 and 2023

Company’s main activity: Provision of mobile telephone services

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

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

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

Registration number with the Inspección General de Justicia

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

Expiration date of the social contract: November 30, 2093

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

CAPITAL STRUCTURE

(in Pesos)

Telefónica Móviles Argentina Sociedad Anónima

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

Notes 1 to 22 are an integral part of these statements of financial position.

Telefónica Móviles Argentina Sociedad Anónima

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

Notes 1 to 22 are an integral part of these income statements.

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

Notes 1 to 22 are an integral part of these statements of comprehensive income.

Telefónica Móviles Argentina Sociedad Anónima

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

Notes 1 to 22 are an integral part of this statement of changes in equity.

Telefónica Móviles Argentina Sociedad Anónima

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

Notes 1 to 22 are an integral part of this statement of changes in equity.

Telefónica Móviles Argentina Sociedad Anónima

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

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

Notes 1 to 22 are an integral part of these statements of cash flows.

Telefónica Móviles Argentina S.A.

Notes to Financial Statements

as of December 31, 2024 and 2023, and for

fiscal years ended December 31, 2024 and 2023

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

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

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

TMA is subject to several laws and regulations in Argentina. Licenses must be obtained under specific circumstances for the provision of services. The most prominent regulatory aspects and the licenses held by TMA are detailed in Note 3 and Note 18.

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

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

As of the effective date of the merger, TMA continued with TASA's activities, with the corresponding operational, accounting and tax effects. As of that date, all assets and liabilities, including registered assets, rights, and obligations of TASA, as the absorbed company, were incorporated into TMA’s assets, as the absorbing and continuing company, along with the transfer of all human resources (see Note 21).

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

These Financial Statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), based on the provisions of Technical Resolution (“TR”) No. 26, as amended by TR No. 29, 38 and 43, and represent the full, explicit and unreserved adoption of the aforementioned international standards.

2.1 Basis of Presentation

a) Functional and presentation currency

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

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

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

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

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

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

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

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

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

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

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

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

2.2 Accounting Policies

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

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

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

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

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

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

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

Note 18 to these Financial Statements presents the main licenses and spectrum held by TMA for 2024 and 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Initial Measurement

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

Financial Assets

Classification of financial assets

TMA classifies its financial assets into the following measurement categories:

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

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

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

Subsequent measurements

Debt instruments

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

Derecognition of financial liabilities

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

Impairment

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

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

Derivatives and hedging financial instruments

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

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

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

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

i) Inventories

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

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

j) Cash and Cash Equivalents

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

k) Employee Benefits

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

l) Pensions and Other Commitments with Employees

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

m) Revenues and Expenses

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

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

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

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

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

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

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

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

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

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

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

n) Income Tax

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

Current Tax

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

Deferred Income Tax

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

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

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

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

Current and deferred income tax of the year

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

o) Non-Current and Current Assets and Liabilities

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

p) Significant Lawsuits and Use of Estimates

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

Property, Plant, Equipment, Intangibles and Rights-of-use assets (Notes 3, 4, 5, and 6)

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

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

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

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

Deferred Income Tax (Note 16)

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

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

Provisions (Note 14)

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

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

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

Revenue recognition (Note 17)

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

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

q)            New accounting policies adopted by TMA

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

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

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

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

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

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

2.3 Comparative Financial Statements

In accordance with IAS 1 and in view of TASA’s and TMA’s corporate reorganization described in Notes 1 and 21, the Company's Financial Statements as of December 31, 2024, and for the year ended December 31, 2024, have been presented with the following comparative information:

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

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

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

Fiscal Year 2024

Fiscal Year 2023

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

Balance as of 12/31/2024