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

  1. 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

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Bolsas y Mercados Argentinos SA published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2024 21:54:09 UTC.