SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September,
2025
IRSA
Inversiones y Representaciones Sociedad
Anónima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos Della Paolera
261
(C1001ADA)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐ No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By letter dated
September 2, 2025, the Company reported that in compliance
with Section 62 of the Regulations issued by the Buenos Aires Stock
Exchange, this is to report the following information:
|
1. Profit of the fiscal year
|
in million of ARS
|
|
|
|
6/30/2025
|
6/30/2024
|
|
Results of the fiscal year
|
196,118
|
(32,141)
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
195,182
|
(25,621)
|
|
Non-controlling
interest
|
936
|
(6,520)
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
|
6/30/2025
|
6/30/2024
|
|
Other comprehensive income for the fiscal year
|
(802)
|
(5,319)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(605)
|
(5,042)
|
|
Non-controlling
interest
|
(194)
|
(277)
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
|
6/30/2025
|
6/30/2024
|
|
Total comprehensive for fiscal year
|
195,316
|
(37,460)
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
194,577
|
(30,663)
|
|
Non-controlling
interest
|
739
|
(6,797)
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
|
6/30/2025
|
6/30/2024
|
|
Share
Capital
|
7,533
|
7,181
|
|
Treasury
shares
|
92
|
234
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
457,831
|
457,810
|
|
Warrants
|
24,825
|
30,813
|
|
Share
Premium
|
680,097
|
666,967
|
|
Premium
for trading of treasury shares
|
(64,022)
|
(14,368)
|
|
Legal
Reserve
|
66,837
|
66,837
|
|
Special
Reserve (Resolution CNV 609/12)
|
258,583
|
258,583
|
|
Cost
of treasury share
|
(7,181)
|
(37,483)
|
|
Reserve
for future dividends
|
-
|
101,716
|
|
Reserve
for conversion
|
(4,669)
|
(4,064)
|
|
Special
Reserve
|
49,458
|
80,970
|
|
Other
reserves
|
(130,260)
|
(130,590)
|
|
Retained
earnings
|
238,653
|
19,240
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
1,577,804
|
1,503,846
|
|
Non-controlling
interest
|
94,163
|
102,883
|
|
Total shareholder's equity
|
1,671,967
|
1,606,729
|
Pursuant to Article
62 paragraph l) sections 6) and 8) of the next Regulation, we
inform that at the closing date of the financial statements, the
share capital of the Company is ARS 7,625,207,930 (including
treasury shares) represented by
762,520,793 non-endorsable
nominative ordinary shares of Nominal Value ARS 10
each with the right
to 1 vote each. The amount of
outstanding shares is 762,358,019.
The Company's market capitalization as of June 30, 2025 was
approximately USD 1,062 million (76,252,079 GDS with a price per
GDS of USD 13.93).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 412,158,780 shares directly, which represents 54.06% of the
share capital (net of treasury shares). Cresud is a company
incorporated and registered with the General Inspection of Justice
domiciled at Carlos Della Paolera 261, 9th floor, Autonomous City
of Buenos Aires, Argentina.
We
also inform that as of June 30, 2025, subtracting the direct and
indirect ownership of Cresud and the treasury shares, the remaining
shareholders held the amount of 350,199,239 common shares, with a
nominal value of ARS 10 each and one vote per share from the
Company that represents 45.94% of the issued share
capital.
It should be considered that in May 2021 the company increased its
share capital by 80 million shares. For each subscribed share, each
shareholder received at no additional cost 1 warrant, that is, 80
million warrants were issued. The options expire on May 12,
2026 and are listed on the Buenos Aires Stock Exchange under the
symbol “IRS2W” and on the NYSE under the symbol
“IRSWS”. As of today, the number of outstanding
warrants is 60,964,074.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to 852,857,373
(considering the
current conversion ratio of 1.4818 shares of nominal value ARS 10
per option). We
also inform that if Cresud, were to exercise its warrants like the
rest of the shareholders, its stake would increase by 73,563,406
ordinary shares, which would mean a 56.96% stake on the share
capital (net of treasury shares), it corresponds to 485,722,186
ordinary shares.
Among the news of the period ended on June 30, 2025, and
subsequent, the following can be highlighted:
●
Net income for
fiscal year 2025 amounted to ARS 196,118 million, compared to a
loss of ARS 32,141 million in the previous year.
●
Revenues increased
by 2.3% during fiscal year 2025 compared to 2024, and Rental
Adjusted EBITDA reached ARS 234,697 million: ARS 210,741 million
from Shopping Malls, ARS 15,584 million from Offices, and ARS 8,372
million from Hotels, decreasing 2% compared to fiscal year
2024.
●
Revenues and
Adjusted EBITDA of Shopping Malls’ Segment grew 8% and 10%,
respectively in FY 2025 compared to the previous year, while
portfolio occupancy remained close to 98%. Tenant sales, after a
first half marked by weak consumption, strongly recovered in the
second half of the year, closing the fiscal year with a slight
decline of 2.8%.
●
During the year, we
acquired Terrazas de Mayo shopping center and an adjoining property
to Alto Avellaneda with future expansion potential. In addition, we
started construction of a new open-air shopping mall in La Plata,
one of the most populous cities in the country, which until now had
no large-scale mall.
●
In Offices, the
sector showed a greater return to on-site work, boosting demand for
premium spaces. Our Class A+ and A buildings reached almost full
occupancy. We completed a new sale at the 261 Della Paolera
building, reducing the portfolio to 58,000 sqm of
GLA.
●
During the year, we
started infrastructure works and progressed in the
commercialization of Stage I of our flagship project: Ramblas del
Plata. We signed 13 transactions (2 cash sales and 11 swap
agreements), totaling approximately 111,000 saleable sqm for an
estimated value of USD 81 million.
●
In financial
matters, we returned to the international capital markets after
nearly a decade with the issuance of Series XXIV Notes for USD 300
million, 10 years term.
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
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IRSA
Inversiones y Representaciones Sociedad
Anónima
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By:
|
/S/ Saúl
Zang
|
|
|
|
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Name:
Saúl Zang
|
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Title:
Responsible for the Relationship with the Markets
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Dated: September 2,
2025