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GROUP STRUCTURE | 12 Months Ended
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Dec. 31, 2024
Group Structure |
GROUP STRUCTURE | NOTE 5: GROUP STRUCTURE 5.1 Corporate reorganization On March 6, 2024 and April 29, 2024, the Boards of Directors and the Ordinary and Extraordinary General Shareholders’ Meetings of CISA, the Company and GASA approved the reorganization proceeding, under the terms of Section 82 and subsequent sections of the LGS and tax neutrality pursuant to Sections 80 and subsequent sections of the Income Tax Law (as amended 2019), for the spin-off of CISA’s equity and subsequent merger through absorption of a part of its spun-off equity into Pampa and the other part of its spun-off equity into GASA (“Reorganization Proceeding”). The Reorganization Proceeding, effective January 1, 2024, entailed benefits for the involved companies and the entire economic group, since it allows for greater resource efficiency in financial information management and reduced costs on account of legal and tax advisory fees. As of the date of issuance of these Consolidated Financial Statements, the Reorganization Proceeding has been approved by the CNV through Resolution RESFC-2024-22892-APN-DIR#CNV dated October 3, 2024 and is pending registration with the IGJ. 5.2 Acquisition of equity interests 5.2.1 Acquisition of additional stake in OCP and concession termination The Company, through PEB, had an 34.08% equity stake in OCP, which in turn held the whole capital stock and voting rights of OCP SA, the licensee company of an oil pipeline in Ecuador with a transportation capacity of 450,000 barrels/day. On January 16, 2024, the Company closed the transaction to acquire, through PEB, shares representing an additional 29.66% stake in OCP under the purchase and sale agreement entered into with Repsol OCP de Ecuador S.A. for a price of US$ 15 million. The closing of the transaction involved recognizing profits for US$ 5 million under IAS 28 and obtaining joint control in accordance with the shareholders' agreement. Subsequently, on August 30, 2024, the transaction for the acquisition by the Company, through PEB, of the shares representing the remaining 36.26% stake in OCP was closed under the purchase and sale agreement entered into with PetroOriental OCP Holdings Ltd. for a price of US$ 22.9 million. The Company thus indirectly obtained control with a 100% stake in OCP’s capital stock and votes. On the acquisition date, the Company determined the preliminary fair values of the assets acquired and liabilities assumed as of August 30, 2024 and recognized US$ 27.4 million profits to reflect the fair value of the 63.74% former equity interest in OCP and US$ 3.8 million profits from the acquisition since the transaction consisted of a business combination carried out in stages under IFRS 3. The acquisition contributed to the group revenues from sales for US$ 39.4 million and net earnings for US$ 16.1 million for the August 31 - December 31, 2024 period. If the acquisition had taken place on January 1, 2024, consolidated revenues from sales and income for the fiscal year ended December 31, 2024 would have been US$ 1,987.3 million and US$ 631.7 million, respectively. The pro forma information was calculated based on the Company and OCP’s results. The Company paid US$ 24 million for the acquisition of the additional interest and added a US$ 71 million balance of cash and cash equivalents, which is disclosed in the Consolidated Statement of Cash Flows under “Payment for acquisitions of companies” and “Cash addition for purchase of subsidiary” within investment activities. It is worth highlighting that, pursuant to the terms of the concession authorization agreement, OCP has provided an operational guarantee and an environmental guarantee for a total amount of US$ 100 million, including surety bonds made by the Company as shareholder for US$ 84 million, which are disclosed in the line Security deposits under Other receivables in the Consolidated Statement of Financial Position. Besides, OCP declared dividends for US$ 13.3 million on January 18, 2024, and repurchased a total of 5,740,902,124 own shares on January 22, 2024, for a unit price of US$ 0.01. Consequently, on January 22, 2024, the Company, through PEB, collected dividends in the amount of US$ 8.5 million, and on January 29, 2024, it received US$ 36.6 million on account of the share repurchase. After successive extensions of the concession term granted to OCPSA by the Ministry of Energy and Mines of Ecuador during 2024 —which extended the term first until July 31, 2024, then until August 19, 2024 and lastly until November 30, 2024—, finally, on October 25, 2024, OCPSA was notified by the Vice Minister of Hydrocarbons of Ecuador of the Authorization Agreement’s termination on November 30, 2024. Consequently, and pursuant to the authorization agreement, on November 30, 2024, OCP transferred the OCPSA’s shares to the Ecuadorian Government, also transferring all titles, rights and other interests on the oil pipeline, except for cash and cash equivalents for US$ 71 million, which were transferred to OCP prior to the termination date, and a receivable for US$ 4 million to be collected up to January 31, 2025 , which constitute excluded assets under the Authorization Agreement and the agreed procedures. As of the date of issuance of these Consolidated Financial Statements, the aforementioned receivable has not been collected. During the month of February 2025, OCP received claims from the Ecuadorian Government for alleged compensable damages amounting to approximately US$ 50 million, which, according to the interpretation of OCP and its external legal advisors, are unfounded. In the event OCP and the Ecuadorian Government fail to reach a solution, the Authorization Agreement provides the dispute to be submitted to the jurisdiction and competence of ICSID to be resolved through arbitration. Finally, it should be noted that according to the interpretation of OCP and its advisors, there would be no legal basis for the guarantees to be executed. 5.3 Interest in subsidiaries, associates and joint ventures 5.3.1 Subsidiaries information Unless otherwise indicated, the country of the registered office is also the principal place where the subsidiary develops its activities.
Schedule of subsidiaries information |  |  |  |  |  |  |  |
|  |  |  |  |  | 12.31.2024 |  | 12.31.2023
Company |  | Country |  | Main activity |  | Direct and indirect participation % |  | Direct and indirect participation %
Autotrol Renovables S.A. |  | Argentina |  | Generation |  | 100.00% |  | 100.00%
CISA (1) |  | Argentina |  | Trader & investment |  | - |  | 100.00%
Ecuador Pipeline Holdings Limited |  | Gran Cayman |  | Investment |  | 100.00% |  | 100.00%
EISA |  | Uruguay |  | Investment |  | 100.00% |  | 100.00%
Enecor S.A. |  | Argentina |  | Electricity transportation |  | 70.00% |  | 70.00%
Fideicomiso CIESA |  | Argentina |  | Investment |  | 100.00% |  | 100.00%
GASA |  | Argentina |  | Generation & Investment |  | 100.00% |  | 100.00%
HIDISA |  | Argentina |  | Generation |  | 61.00% |  | 61.00%
HINISA |  | Argentina |  | Generation |  | 52.04% |  | 52.04%
OCP (2) |  | Gran Cayman |  | Investment |  | 100.00% |  | 34.08%
Pampa Ecuador Inc |  | Nevis |  | Investment |  | 100.00% |  | 100.00%
PEB |  | Bolivia |  | Investment |  | 100.00% |  | 100.00%
PE Energía Ecuador LTD |  | Gran Cayman |  | Investment |  | 100.00% |  | 100.00%
PECSA |  | Chile |  | Trader |  | 100.00% |  | 100.00%
PESOSA |  | Argentina |  | Trader |  | 100.00% |  | 100.00%
Petrolera San Carlos S.A. |  | Venezuela |  | Oil |  | 100.00% |  | 100.00%
PB18 |  | Ecuador |  | Oil |  | 100.00% |  | 100.00%
PISA |  | Uruguay |  | Investment |  | 100.00% |  | 100.00%
TGU (3) |  | Uruguay |  | Gas transportation |  | - |  | 51.00%
VAR |  | Argentina |  | Generation |  | 100.00% |  | 100.00%
Vientos Solutions Argentina S.A.U. |  | Argentina |  | Advisory services |  | 100.00% |  | 100.00%
(1) |  | See Note 5.1
(2) |  | See Note 5.2.1
(3) |  | Liquidated company.
5.3.2 Information about investments in associates and joint ventures The following table presents the main activity and financial information used for valuation and percentages of participation in associates and joint ventures; unless otherwise indicated, the share capital consists of common shares, each granting the right to one vote:
Schedule of investments associates and Joint ventures |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Information about the issuer |  |
|  | Main activity |  | Date |  | Share capital |  | Profit (loss) of the year |  | Equity |  | Direct and indirect participation %
Joint ventures |  |  |  |  |  |  |  |  |  |  |
CIESA (1) |  | Investment |  | 12.31.2024 |  | 1 |  | 183 |  | 1,104 |  | 50.00%
Citelec (2) |  | Investment |  | 12.31.2024 |  | 1 |  | 36 |  | 316 |  | 50.00%
CTB |  | Generation |  | 12.31.2024 |  | 8 |  | (38) |  | 459 |  | 50.00%
| (1) | The Company holds a 50% interest in CIESA, a company that holds a 51% interest in TGS’s capital stock; therefore, the Company has a 25.50% indirect interest in TGS.
As of December 31, 2024, TGS’s common shares and ADR traded on the BCBA and NYSE were listed at $ 7,020.00 and US$ 29.27, respectively, giving Pampa’s holding an approximate market value of $ 1,422,226 million.
| (2) | The Company has a 50% interest in Citelec, a company that holds a 52.65% interest in Transener’s capital stock; therefore, the Company has a 26.33% indirect interest in Transener. As of December 31, 2024, Transener’s common share price listed at the BCBA was $ 2,750.00, conferring Pampa’s indirect holding an approximate market value of $ 321,916 million.
The details of the balances of investments in associates and joint ventures are as follows:
Schedule of balances of investment in associates and joint ventures |  |  |  |  |  |
|  | 12.31.2024 |  | 12.31.2023 |  |
Disclosed in non-current assets |  |  |  |  |  |
Associates |  |  |  |  |  |
OCP (1) |  | - |  | 23 |  |
TGS |  | - |  | 14 |  |
Total associates |  | - |  | 37 |  |
Joint ventures |  |  |  |  |  |
CIESA |  | 605 |  | 303 |  |
Citelec |  | 158 |  | 82 |  |
CTB |  | 230 |  | 250 |  |
Total joint ventures |  | 993 |  | 635 |  |
Total associates and joint ventures |  | 993 |  | 672 |  |
(1) |  | See Note 5.2.1.
The following tables show the breakdown of the share of profit from associates and joint ventures:
Schedule of breakdown associates and joint ventures |  |  |  |  |  |
|  | 12.31.2024 |  | 12.31.2023 |  | 12.31.2022
Associates |  |  |  |  |  |
OCP (1) |  | - |  | 5 |  | (1)
Refinor |  | - |  | - |  | (12)
TGS |  | 1 |  | 3 |  | 7
Total associates |  | 1 |  | 8 |  | (6)
Joint ventures |  |  |  |  |  |
CIESA |  | 89 |  | 6 |  | 43
Citelec |  | 18 |  | 2 |  | 3
CTB |  | (21) |  | (18) |  | 41
Greenwind |  | - |  | - |  | 24
OCP (1) |  | 59 |  | - |  | -
Total joint ventures |  | 145 |  | (10) |  | 111
Total associates and joint ventures |  | 146 |  | (2) |  | 105
(1) |  | See Note 5.2.1.
The evolution of investments in associates and joint ventures is as follows:
Schedule of evolution of investments in associates and joint ventures |  |  |  |  |  |
|  | 12.31.2024 |  | 12.31.2023 |  | 12.31.2022
At the beginning of the year |  | 672 |  | 902 |  | 770
Dividends |  | (8) |  | - |  | (8)
Increases |  | 39 |  | 1 |  | 1
Share repurchase |  | (37) |  | - |  | -
Decrease due to sale of equity interests |  | (38) |  | (58) |  | (6)
Decrease due to acquisition of control |  | (76) |  | - |  | (20)
Profit from sale/acquisition of equity interest |  | 16 |  | 3 |  | -
Share of profit/loss |  | 146 |  | (2) |  | 116
Impairment |  | - |  | - |  | (11)
Exchange differences on translation |  | 279 |  | (174) |  | 60
At the end of the year |  | 993 |  | 672 |  | 902
5.3.3 CTB Impairment of non-financial assets During the quarter ended June 30, 2024, CTB identified significant changes in the environment in which it operates and, consequently, has determined CTEB’s recoverable amount as of June 30, 2024. The recoverability assessment resulted in the recognition of an impairment in CTB with a US$ 71 million impact on the Company’s share of profits from associates and joint ventures. As of December 31, 2024, CTB has identified no indications that may impact the assumptions taken into consideration in the above-mentioned assessment. 5.3.4 Citelec - Transener Impairment of non-financial assets The projections used by Transener in the calculation of the recoverable amount of long-lived non-financial assets considered 3 weighted alternatives associated with: (i) the status of negotiations with the ENRE; (ii) the Right-of-Use and Associated Maintenance contract; (iii) Transener’s Management expectations on the transitional tariff increase to be granted until the conclusion of the new RTI; (iv) Transener’s expectations on the new RTI process timeliness and outcome; and (v) the impact of a cost monitoring scheme allowing for periodic updates to current tariffs. As of December 31, 2024, the book value of Transener’s long-lived non-financial assets does not exceed their recoverable amount. 5.3.5 CIESA - TGS Impairment of non-financial assets in TGS In view of the 675% tariff updates granted by ENERGAS to TGS as from April 2024 with subsequent monthly increases and the FTR completion process (see Note 2.3), TGS re-estimated the cash flows used to determine the recoverable value (value in use) of the CGU related to the natural gas transportation segment. The projections used in the calculation of the recoverable amount considered 3 weighted alternatives associated with: (i) the status of negotiations with the Argentine Government; (ii) the contractual rights resulting from the license; (iii) expectations on the transitional tariff increase to be granted until the conclusion of the new FTR; (iv) expectations on the result of the new FTR process; and (v) the impact of a cost monitoring scheme allowing for periodic updates to current tariffs. As of December 31, 2024, TGS recorded an impairment reversal charge on property, plant and equipment as a result of the recoverability assessment, with a $ 10,104 million (US$ 9.8 million) impact on the Company’s share of profit from associates and joint ventures. Issuance and cancellation of CB in TGS On July 24, 2024 and under the Short- and Medium-Term Corporate Bonds Program for up to US$ 2,000 million approved by the CNV, TGS issued 2031 CB for US$ 490 million maturing on July 24, 2031 and accruing interest at an 8.50% rate, payable semiannually. The 2031 CB’s US$ 483.7 million net proceeds were used to make a purchase and cancellation tender offer for the 2018 CB. As of the date of issuance of these Consolidated Financial Statements, TGS and its controlled companies are in compliance with the covenants established for their whole financial debt. TransportAr Producción Nacional Pipelines System Program SE Resolution No. 67/22 created the “TransportAr National Production” Pipelines System Program to execute the necessary works to expand the gas transportation capacity, including a list of gas pipelines to be executed to promote the development, production growth and supply of natural gas, among other objectives. Subsequently, ENARSA was granted the transportation concession for the Perito Francisco Pascasio Moreno Gas Pipeline, under the terms of Law No. 17,319, over a 35-year term, as well as the power to call for tenders, contract, plan and execute the construction of the infrastructure works included in the program. On June 5, 2023, TGS was awarded the operation and maintenance of section I of the gas pipeline, including its two compressor plants, for a 5-year term, extendable for up to 12 additional months. In August 2023, transportation operations started at gas pipeline’s Tratayén - Salliqueló section, which crosses the provinces of Neuquén, Río Negro, La Pampa and Buenos Aires, with a 573 km extension and an initial transportation capacity of 11 million m3/day of gas produced at the Vaca Muerta field. As from August 2024, the transportation capacity of the Perito Francisco Pascasio Moreno Gas Pipeline - Tratayén - Salliqueló section was increased to 21 million m3/day with the commissioning of the second natural gas compression station located in Salliqueló. On November 4, 2024, TGS’s Board of Directors incorporated Transportadora de Gas del Sur S.A. - Dedicated Branch 1 (“Dedicated Branch”), registered with the IGJ on December 2, 2024, to request accession to the RIGI. The Dedicated Branch’s purpose will be the execution of a single project consisting of the expansion of the transportation capacity of the gas pipeline in its section I, on the Tratayén - Salliqueló route, consisting of the construction of 3 compressor plants, operation and maintenance of pipelines, facilities and plants, and the transportation and disposal of the natural gas transportation capacity resulting from the expansion project. On December 2, 2024, PEN Executive Order No. 1,060/24 declared the private initiative presented by TGS of national public interest. The price of the transportation capacity resulting from the expansion and payable to the awardee will result from the open call for tenders. As of the date of issuance of these Consolidated Financial Statements, the Federal Government has not issued the call for tenders. 5.4 Operations in oil and gas consortiums 5.4.1 General considerations The Company is jointly and severally liable with the other participants for meeting the contractual obligations under these arrangements. The production areas in Argentina are operated pursuant to concession production agreements with free hydrocarbons availability. For the computable crude oil and natural gas in Argentina production, according to Law No.17,319, are paid royalties equivalent to 12% of the wellhead price of crude oil and natural gas. The wellhead price is calculated by deducting freight and other sales related expenses from the sale prices obtained from transactions with third parties. This rate may increase from 3% to 4% depending on the producing jurisdiction and market value of the product. 5.4.2 Oil and gas participation details As of December 31, 2024, the Company and its associates are part of the joint operations and consortia for the exploration and production of oil and gas as indicated below:
Schedule of exploration and production of oil and gas |  |  |  |  |  |  |  |  |
|  |  |  |  | Participation |  |  |  | Duration Up To
Name |  |  | Location |  | Direct |  | Operator |
Argentine production |  |  |  |  |  |  |  |  |
Río Neuquén |  |  | Río Negro and Neuquén |  | 31.42% and 33.07% |  | YPF |  | 2027/2051
Sierra Chata |  |  | Neuquén |  | 45.55% |  | PAMPA |  | 2053
El Mangrullo |  |  | Neuquén |  | 100.00% |  | PAMPA |  | 2053
La Tapera - Puesto Quiroga |  |  | Chubut |  | 35.67% |  | Tecpetrol |  | 2027
El Tordillo |  |  | Chubut |  | 35.67% |  | Tecpetrol |  | 2027
Aguaragüe |  |  | Salta |  | 15.00% |  | Tecpetrol |  | 2037
Río Limay este (Ex Senillosa) (1) |  |  | Neuquén |  | 85.00% |  | PAMPA |  | 2040
Rincón de Aranda |  |  | Neuquén |  | 100.00% |  | PAMPA |  | 2058
Veta Escondida |  |  | Neuquén |  | 55.00% |  | PAMPA |  | 2027
Rincón del Mangrullo |  |  | Neuquén |  | 50.00% |  | YPF |  | 2052
Los Blancos (ex Chirete) (2) |  |  | Salta |  | 50.00% |  | High Luck Group Limited |  | 2045
Argentine exploration |  |  |  |  |  |  |  |  |
Parva Negra Este |  |  | Neuquén |  | 85.00% |  | PAMPA |  | 2025
Las Tacanas Norte |  |  | Neuquén |  | 90.00% |  | PAMPA |  | 2027
| (1) | In February 2024, the execution of the environmental remediation plan approved by the Under-secretariat of Environment of the Province of Neuquén was completed, a necessary step to relinquish the block.
| (2) | Operator in the process of removal (see Note 15.6).
The assets and liabilities as of December 31, 2024 and 2023 and the production cost for the years ended December 31, 2024, 2023 and 2022 of Joint Operations and Consortiums in which the Company has interests are detailed below:
Schedule of assets and liabilities |  |  |  |  |  |
|  | 12.31.2024 |  | 12.31.2023 |  | 12.31.2022
Non-current assets |  | 151 |  | 112 |  | 227
Current assets |  | 13 |  | 7 |  | 16
Total assets |  | 164 |  | 119 |  | 243
Non-current Liabilities |  | 52 |  | 17 |  | 25
Current Liabilities |  | 26 |  | 29 |  | 53
Total liabilities |  | 78 |  | 46 |  | 78
Production cost |  | 99 |  | 94 |  | 85
It is worth highlighting that the information presented does not include charges recorded by the Company as a member of the Joint Operations and Consortiums. Assignment of mixed companies in Venezuela On May 6, 2022, the Company transferred to Integra Petróleo y Gas S.A. (the “Assignee”) all the rights and obligations of the Company for its direct and indirect interest in the capital of the following mixed companies in the Bolivarian Republic of Venezuela: Petroritupano S.A., Petroven-Bras S.A., Petrowayú S.A. and Petrokariña S.A. (the “Mixed Companies”) that exploit four hydrocarbon production areas in that country: Oritupano Leona, La Concepción, Acema and Mata (the “Areas”). As consideration for the assignment, the Assignee will pay to the Company 50% of any payment it obtains, whether monetary or in kind (including, without limitation, an indemnity, compensation, reparation or similar) related to the direct or indirect interest in the Mixed Companies and the Areas. This transaction is subject to the change of control approval by the Minister of Popular Power of Petroleum of the Bolivarian Republic of Venezuela. As of the date of issuance of these Consolidated Financial Statements, the Company considers contingent the collection right associated with the assignment, in terms of IAS 37, taking into consideration that it is subject to the change of control approval and subsequent collection of payments by the Assignee. Relinquishment of the Borde del Limay and Los Vértices block to the province On October 2, 2024, the Borde del Limay and Los Vértices blocks were relinquished to the province. Assignment of interest in the Gobernador Ayala block On September 13, 2024, following an offer received from a third party, Pluspetrol S.A. (operator) expressed its decision to exercise its preferential right under the joint operation agreement and acquire the Company’s undivided 22.51% interest in the rights and obligations of the hydrocarbon exploitation concession and the joint operating agreement on the Gobernador Ayala block. On October 21, 2024, the transaction was closed for a US$ 23 million base price, including an initial payment of US$ 9 million in cash and 4 installments payable semi-annually for the remaining balance. In addition, the Company recognized a profit of US$ 10.8 million to reflect the result of the transaction disclosed under “Other income” in the line “Results for property, plant and equipment sale”. 5.5 Exploratory well costs The following table provides the year end balances and activity for exploratory well costs, during the years ended December 31, 2024, 2023 and 2022:
Schedule of exploratory well costs |  |  |  |  |  |
|  | 12.31.2024 |  | 12.31.2023 |  | 12.31.2022
At the beginning of the year |  | 32 |  | 37 |  | 42
Increases |  | 6 |  | 2 |  | 2
Transferred to development |  | - |  | - |  | (7)
Derecognition of unproductive wells |  | (20) |  | (7) |  | -
At the end of the year |  | 18 |  | 32 |  | 37
Number of wells at the end of the year |  | 4 |  | 4 |  | 7

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