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Bolsas y Mercados Argentinos S A : Financial Statements as of 12/31/23

Bolsas y Mercados Argentinos S A : Financial Statements as of

Bolsas Y Mercados Argentinos SaMarch 18, 20244
Bolsas y Mercados Argentinos S A : Financial Statements as of 12/31/23

About this update from Bolsas Y Mercados Argentinos Sa

Bolsas y Mercados Argentinos S.A. Consolidated Financial Statements for the fiscal year commenced January 1, 2023 and ended December 31, 2023, presented in comparative format and stated in constant currency 1 Bolsas y Mercados Argentinos S.A. Consolidated Financial Statements for the fiscal year commenced January 1, 2023 and ended December 31, 2023, presented in comparative format and stated in constant currency Table of Contents Annual Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Report of the Statutory Audit Committee Independent Auditors' Report 1 ANNUAL REPORT 1 Bolsas y Mercados Argentinos S.A. Fiscal year No. 7 Consolidated Financial Statements For the fiscal year commenced January 1, 2023 and ended December 31, 2023,presented in comparative format and stated in constant currency Legal address: 25 de mayo 359, 9th floor - City of Buenos Aires Main business activity: Market Tax Registration Number: 30-71547195-3 Date of registration with the Public Registry of Commerce: Of the By-laws or Articles of Incorporation: Registration number with the Legal Entities Regulator: Expiration date of By-Laws or Articles of Incorporation: December 23, 2016 (registration with the Legal Entities Regulator) 25 379 December 23, 2115 CAPITAL STATUS (Note 27 to the separate Financial Statements) Shares Outstanding Total capital Type Number of votes per Subscribed Paid-in shares stock share In thousands of $ In thousands of $ 762,500,000 762,500,000 A 1 vote 762,500 762,500 EQUITY INTEREST Shareholders Interest Buenos Aires Stock Exchange 30.9% Remaining shareholders 69.1% See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President 2 Bolsas y Mercados Argentinos S.A. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR COMMENCED JANUARY 1, 2023 AND ENDED DECEMBER 31, 2023, PRESENTED IN COMPARATIVE FORMAT (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) NOTE 12/31/2023 12/31/2022 Service revenue 9 18,357,219 16,906,132 Income from rights on transactions and commissions 10 33,580,906 20,519,030 Cost of services 11 (19,470,844) (16,598,526) GROSS INCOME/(LOSS) 32,467,281 20,826,636 Net operating financial results 12 32,628,781 14,714,605 Administrative expenses 11 (3,939,086) (4,638,453) Selling expenses 11 (3,436,663) (2,826,315) OPERATING INCOME/(LOSS) 57,720,313 28,076,473 Non-operating financial results, net, generated by assets 13 235,718,284 70,566,997 Non-operating financial results, net, generated by liabilities 14 (632,150) (20,064) Income/(loss) on monetary position (166,896,419) (89,535,461) FINANCIAL AND HOLDING RESULTS 68,189,715 (18,988,528) Other income/(expenses), net 15 169,161 (36,287) Income/(loss) from interests in associates 1,783,766 184,471 PRE-TAX PROFIT/(LOSS) 127,862,955 9,236,129 Income tax 16 (22,675,964) (7,352,318) NET INCOME/(LOSS) FOR THE YEAR 105,186,991 1,883,811 Net income/(loss) for the year attributable to the parent company's 105,156,802 1,885,791 shareholders Net income/(loss) for the year attributable to non-controlling interest 30,189 (1,980) EARNINGS PER SHARE (Note 6) Numerator: Net income for the year attributable to the Company's shareholders 105,156,802 1,885,791 Denominator: Weighted average of common shares for the year 762,500 401,514 Basic earnings per share 137.91 4.70 Diluted earnings per share 137.91 4.70 The accompanying notes are an integral part of these consolidated Financial Statements. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President Sebastián Morazzo Public Accountant (U.M.) C.P.C.E.C.A.B.A. V. 347 - F. 159 3 Bolsas y Mercados Argentinos S.A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE FISCAL YEAR COMMENCED JANUARY 1, 2023 AND ENDED DECEMBER 31, 2023, PRESENTED IN COMPARATIVE FORMAT (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) NOTE 12/31/2023 12/31/2022 NOTE 12/31/2023 12/31/2022 ASSETS LIABILITIES CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents 17 333,564,744 189,205,442 Creditors for transactions 26 358,808,540 220,274,556 Other financial assets 18 and 262,720,564 259,892,475 Payables for forward transactions to be settled 27 137,434,999 82,635,173 37 Receivables for forward transactions to be 19 137,434,999 82,635,173 Stock brokers' balances in settlement accounts 28 80,739,463 31,947,737 settled Trade receivables 20 3,136,528 1,662,770 Cash guarantees from stock brokers 29 59,037,562 56,061,852 Other receivables 21 3,411,036 1,790,328 Customer claims guarantee fund 30 314,931 215,467 Total current assets 740,267,871 535,186,188 Accounts payable 31 2,362,958 1,183,392 Payroll and social security contributions payable 32 862,329 1,127,453 Taxes payable 33 18,565,469 3,376,218 NON-CURRENT ASSETS Other liabilities 34 25,351,261 15,542,471 Other financial assets 18 and 176,378,674 15,530,655 Total current liabilities 683,477,512 412,364,319 37 Investments in associates 22 4,901,016 2,791,349 Property, plant and equipment 23 9,021,794 9,662,557 NON-CURRENT LIABILITIES Intangible Assets 24 42,927,604 42,617,277 Deferred tax liabilities 16 8,397,171 3,555,651 Investment properties 25 1,805,504 1,843,971 Provision for contingencies 35 5,768 17,961 Other receivables 21 39,862 98,000 Total Non-current Liabilities 8,402,939 3,573,612 Total non-current assets 235,074,454 72,543,809 TOTAL LIABILITIES 691,880,451 415,937,931 EQUITY (as per respective statement) Outstanding shares 4,625,330 4,625,330 Treasury shares (9,144) (9,144) Premium for trading of treasury shares (932,182) (932,182) Income appropriated to reserves 77,315,999 88,947,391 Unappropriated retained earnings 105,156,802 1,885,791 Other components of Equity 97,222,551 97,222,551 Non-controlling interest 82,518 52,329 TOTAL EQUITY 283,461,874 191,792,066 Attributable to the controlling interest 283,379,356 191,739,737 Attributable to the non-controlling interest 82,518 52,329 TOTAL ASSETS 975,342,325 607,729,997 TOTAL LIABILITIES AND EQUITY 975,342,325 607,729,997 The accompanying notes are an integral part of these consolidated Financial Statements. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President Sebastián Morazzo Public Accountant (U.M.) C.P.C.E.C.A.B.A. V. 347 - F. 159 4 Bolsas y Mercados Argentinos S.A. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FISCAL YEAR COMMENCED January 1, 2023 AND ENDED December 31, 2023, PRESENTED IN COMPARATIVE FORMAT (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) Guarantee Adjustment to Premium for Reserve Unappropria Cost of Other Equity Legal Fund To optional Non- Outstandin Capital the cost of trading of ted retained treasury Components reserve (Section 45 of reserve Total controlling Total g shares adjustment treasury treasury earnings shares (1) Law No. interest ITEMS shares shares 26831) Balances at December 31, 2022 762,500 3,862,830 (275) (8,869) (932,182) 97,222,551 507,593 14,608,217 73,831,581 1,885,791 191,739,737 52,329 191,792,066 Distribution of unappropriated retained earnings/(accumulated losses) as per the decision of the Ordinary Shareholders' Meeting dated April 11, 2023 Legal reserve - - - - - - 94,294 - - (94,294) - - - To optional reserve - - - - - - - - 1,791,497 (1,791,497) - - - Partial reversal of optional reserve, as per Ordinary Shareholders' Meeting held on April 11, 2023 To cash dividends - - - - - - - - (13,215,123) - (13,215,123) - (13,215,123) Directors' and Statutory Auditors' fees - - - - - - - - (302,060) - (302,060) - (302,060) Guarantee Fund Reserve (Section 45 of Law - - - - - - - 3,553,161 (3,553,161) - - - - No. 26831) Income/(Loss) for the year - - - - - - - - - 105,156,802 105,156,802 30,189 105,186,991 Balances at December 31, 2023 762,500 3,862,830 (275) (8,869) (932,182) 97,222,551 601,887 18,161,378 58,552,734 105,156,802 283,379,356 82,518 283,461,874 Guarantee Adjustment Premium for Reserve Unappropria Cost of Other Equity Legal Fund To optional Non- Outstandin Capital to the cost of trading of ted retained treasury Components reserve (Section 45 reserve Total controlling Total g shares adjustment treasury treasury earnings shares (1) of Law No. interest ITEMS shares shares 26831) Balances at December 31, 2021 76,250 2,461,781 (275) (8,869) (932,182) 97,222,551 507,593 10,956,484 95,641,861 (7,519,648) 198,405,546 54,309 198,459,855 Partial reversal of optional reserve, as per Ordinary Shareholders' Meeting held on April 20, 2022 Absorption of loss for the year 2021 - - - - - - - - (7,519,648) 7,519,648 - - - Stock dividends 344,098 1,743,201 - - - - - - (2,087,299) - - - - To cash dividends - - - - - - - - (8,551,600) - (8,551,600) - (8,551,600) Guarantee Fund Reserve (Section 45 of Law - - - - - - - 3,651,733 (3,651,733) - - - - No. 26831) Partial reversal of the Capital adjustment account for capitalization purposes, as per Ordinary 342,152 (342,152) - - - - - - - - - - - Shareholders' Meeting held on April 20, 2022 Income/(Loss) for the year - - - - - - - - - 1,885,791 1,885,791 (1,980) 1,883,811 Balances at December 31, 2022 762,500 3,862,830 (275) (8,869) (932,182) 97,222,551 507,593 14,608,217 73,831,581 1,885,791 191,739,737 52,329 191,792,066 Includes the effects from spin-off of Mercado de Valores de Buenos Aires S.A. and contributions from Buenos Aires Stock Exchange (BASE). (See Note 1). The accompanying notes are an integral part of these consolidated Financial Statements. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President Sebastián Morazzo Public Accountant (U.M.) C.P.C.E.C.A.B.A. V. 347 - F. 159 5 Bolsas y Mercados Argentinos S.A. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR COMMENCED JANUARY 1, 2023 AND ENDED DECEMBER 31, 2023, PRESENTED IN COMPARATIVE FORMAT (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) Cash and cash equivalents at the beginning of the year Increase due to exchange difference attributable to cash and cash equivalents Cash and cash equivalents at the end of the year Net decrease in cash and cash equivalents Cash flows from operating activities Income/(Loss) for the year Adjustments to arrive at net cash flows provided by/(used in) operating activities: Income tax Depreciation of property, plant and equipment Amortization of intangible assets Depreciation of investment properties Bad debts expense Income/(loss) from interests in associates Deletion of property, plant and equipment - Residual value Deletion of intangible assets - Residual value Net exchange difference Changes in operating assets and liabilities: Increase in receivables for services, net Net decrease/(increase) in other receivables Net increase/(decrease) in creditors for transactions Net increase in stock brokers' balances in settlement accounts Net increase in cash guarantees received from stock brokers Net increase/(decrease) in customer claims guarantee fund Net (decrease)/increase in accounts payable Net decrease in payroll and social security contributions payable Net decrease in taxes payable Net increase in other liabilities Net decrease in allowance for contingencies Income Tax payments Payment of Directors' and Statutory Auditors' fees Net cash flows provided by/(used in) operating activities Net cash flows from investing activities Net increase in other financial assets Net increase in investments in associates Net payments for the acquisition of property, plant and equipment Net payments for development of intangible assets Net cash flows used in investing activities Net cash flows from financing activities Payment of dividends in cash Net cash flows used in financing activities Net decrease in cash and cash equivalents 12/31/2023 12/31/2022 189,205,442 283,465,673 165,916,824 38,203,495 333,564,744 189,205,442 (21,557,522 ) (132,463,726) 105,186,991 1,883,811 22,675,964 7,352,318 1,232,995 893,530 1,396,700 1,354,244 38,467 38,467 346,758 333,519 (1,783,766) (184,471) - (162,418) - 1,982 (164,198,667) (38,684,282) (1,820,517 ) (235) (2,062,878) 3,472,695 138,533,984 (25,818,148) 48,791,726 401,119 2,975,710 6,140,217 99,464 (27,691) (38,283 ) 681,994 (265,124) (305,165) (1,408,793) (2,750,178) 9,808,790 14,703,779 (12,194) (17,026) (1,236,395) (2,711,456) (302,060) - 157,958,872 (33,403,395) (163,676,109 ) (86,794,248) (325,903 ) (177,731) (592,232) (728,086) (1,707,027) (2,808,666) (166,301,271 ) (90,508,731) (13,215,123) (8,551,600) (13,215,123) (8,551,600) (21,557,522 ) (132,463,726) The accompanying notes are an integral part of these consolidated Financial Statements. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President Sebastián Morazzo Public Accountant (U.M.) C.P.C.E.C.A.B.A. V. 347 - F. 159 6 Bolsas y Mercados Argentinos S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) NOTA 1 - INCORPORATION OF THE COMPANY On December 27, 2012, Capital Market Law No. 26831 was enacted. This law, effective as from January 28, 2013, provides for a comprehensive reform of the prior public offering regime. The new law reforms capital market regulatory and operative aspects, and it also broadens the regulatory powers of the National Securities Commission (CNV) in the field of public offerings. In order to channel the needs of the new capital markets contemplated in the above-mentioned legislation, the Shareholders of Mercado de Valores de Buenos Aires S.A. (Merval) and of Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange, BASE, for its acronym in Spanish) signed, on March 1, 2013, a framework agreement for the incorporation of a company named Bolsas y Mercados Argentinos S.A. (BYMA). This Company would be subject to public offering and listing of its shares and its capital stock would be subscribed fifty percent by the Shareholders of Mercado de Valores de Buenos Aires S.A. and the other fifty percent by BCBA, in accordance with the provisions of the above-mentioned framework agreement. Such agreement was confirmed by the Board of Directors of Merval at the meeting held on March 1, 2013, and approved by its Extraordinary Shareholders' Meeting held on April 9, 2013. On July 23, 2013, the Extraordinary Shareholders' Meeting of Merval approved the spin-off of certain assets relating to its business activity as a market, the reduction of that Company's capital stock and the incorporation of the new spun-off business, BYMA, and its by-laws. The assets of Mercado de Valores de Buenos Aires S.A. to be spun-off, according to the special spin-off statement of financial position at March 31, 2013, approved by the above-mentioned Shareholders' Meeting, were as follows: (a) 509,791,920 for all shares held by Caja de Valores S.A., measured at their fair value as of the spin-off effective date; (b) 40,000,000 in cash; and (c) 160,000,000 for all elements inherent in the securities market business, measured at their fair value as of such date (according to the above-stated framework agreement). On December 5, 2013, the CNV, by Resolution No. 17242, decided to consent to the partial spin-off of Merval's Equity and the amendment to Article 7 of the Corporate By- laws. Subsequently, the shareholders of Merval and the BSBA subscribed two Addenda to the framework agreement for the incorporation of BYMA: a) Addendum dated April 4, 2014, whereby it was agreed to reformulate the capital stock increase approved at BYMA for the BSBA to hold a twenty percent (20%) interest in the capital stock of BYMA. This Addendum was approved by the Extraordinary Shareholders' Meeting on June 5, 2014; b) Addendum dated July 7, 2016, whereby it was agreed that the BCBA would transfer to BYMA 100% of its equity interest held in Caja de Valores S.A. This decision was approved by the Annual General and Extraordinary Shareholders' Meeting held on September 14, 2016. The CNV's Issuers Division consented to the amendments made to the framework agreement. On December 21, 2016, particular Resolution No. 2202 of the Legal Entities Regulator, ordered the registration of BYMA with the Public Registry kept by such entity. On December 29, 2016, the CNV, through Resolution No. 18424, registered BYMA as market under registration No. 639. Then, on January 5, 2017, an application was submitted to the CNV for BYMA's admission to public offering regime, which was authorized by the regulatory entity on March 16, 2017 by Resolution No. 18559. At March 31, 2017, Merval transferred 100% of its equity interest in Caja de Valores S.A., consisting of 116,452,536 book-entry shares with a nominal value of $1 per share, and 100% of its equity interest in Mercado Argentino de Valores S.A., consisting of 1,600,000 registered shares with a nominal value of $1 per share. In addition, the BCBA transferred its equity interests in Caja de Valores S.A. and Tecnología de Valores S.A., consisting of 116,452,536 shares with a nominal value of $1 and 25,000 shares with a nominal value of $1, respectively. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President 7 Bolsas y Mercados Argentinos S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 (Amounts stated in thousands of pesos and in constant currency - see Note 2.3) During April 2017, the Entity completed the operating migration processes in relation to the activity of market and clearing house. Consequently, as from April 17, 2017, the transfer and automatic registration of the Member Brokers, Issuers and all issues listed in Merval to BYMA was made, with no additional requirements or cost whatsoever. Consideration of technological risk The nature of the main operations conducted by Bolsas y Mercados Argentinos S.A. (whether directly or through its subsidiaries and associates) and their interrelation with the generation of financial accounting information require a high level of reliance on technology and information security. For this purpose, the Company has in place policies and procedures aimed at ensuring an adequate control environment on these aspects, within the framework of what is important to guarantee adequate processing of information. In addition, current regulations of the CNV define minimum requirements as performance of tasks, security and service continuity, among other aspects, that the IT systems used by Bolsas y Mercados Argentinos S.A. (owing to its activity as a market and clearing house) and Caja de Valores S.A. (owing to its activity as Collective Deposit Agent and Custody, Registration and Payment Agent) must fulfill; these entities are subject to a yearly external systems audit under the terms of Titles VI and VIII, respectively, of CNV regulations, their 2013 restated text and amendments. NOTA 2 - BASIS FOR PREPARATION 2.1 Accounting policies These consolidated Financial Statements ("Financial Statements") for the fiscal year ended on December 31, 2023 have been prepared in accordance with the International Financial Reporting Standards (IFRS) as approved by the International Accounting Standards Board (IASB). The accounting policies adopted for Bolsas y Mercados Argentinos S.A. and its subsidiaries (the Group) are in accordance with those used for the preparation of the annual consolidated Financial Statements for the year ended on December 31, 2022. 2.2 Comparative information The Consolidated Statements of Financial Position, of Comprehensive Income, of Changes in Equity, and of Cash Flows for the current year are presented in comparative format with those for the fiscal year ended December 31, 2022, as mentioned in Note 2.3. Certain reclassifications have been included in the consolidated Financial Statement figures presented for comparative purposes to conform them to the current year presentation. 2.3 Measuring unit International Accounting Standard No. 29 Financial reporting in hyperinflationary economies (IAS 29 ) requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy, whether they are based on a historical cost approach or a current cost approach, be stated in terms of the measuring unit current at the end of the reporting year. To this end, in general terms, the inflation rate should be computed in the non-monetary items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the comparative information contained in the financial statements. See our report dated March 7, 2024 PRICE WATERHOUSE & CO. S.R.L. By the Statutory Audit Committee (Partner) Ernesto Allaria Andrés Edelstein C.P.C.E.C.A.B.A. V. 1 F. 17 President

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