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
February,
2026
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
February 3, 2026, the Company reported that in compliance with
Section 63 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
|
|
|
|
12/31/2025
|
12/31/2024
|
|
Results of the fiscal year (Three month
period)
|
248,817
|
(53,896)
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
235,486
|
(52,320)
|
|
Non-controlling
interest
|
13,331
|
(1,576)
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
|
12/31/2025
|
12/31/2024
|
|
Other comprehensive income for the fiscal year (Three month
period)
|
(1,415)
|
(1,847)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(1,610)
|
(1,338)
|
|
Non-controlling
interest
|
195
|
(509)
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
|
12/31/2025
|
9/30/2024
|
|
Total comprehensive for fiscal year
(Three month period)
|
247,402
|
(55,743)
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
233,876
|
(53,658)
|
|
Non-controlling
interest
|
13,526
|
(2,085)
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
|
12/31/2025
|
12/31/2024
|
|
Share
Capital
|
7,650
|
7,390
|
|
Treasury
shares
|
92
|
93
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
524,371
|
524,336
|
|
Warrants
|
24,742
|
32,841
|
|
Share
Premium
|
785,768
|
767,613
|
|
Premium
for trading of treasury shares
|
(73,115)
|
(73,150)
|
|
Legal
Reserve
|
87,573
|
76,390
|
|
Special
Reserve (Resolution CNV 609/12)
|
295,545
|
295,545
|
|
Cost
of treasury share
|
(8,135)
|
(8,404)
|
|
Reserve
for future dividends
|
-
|
-
|
|
Reserve
for conversion
|
(6,947)
|
(5,983)
|
|
Special
Reserve
|
81,582
|
56,560
|
|
Other
reserves
|
(149,017)
|
(149,274)
|
|
Retained
earnings
|
284,603
|
(2,635)
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
1,854,712
|
1,521,322
|
|
Non-controlling
interest
|
108,670
|
105,333
|
|
Total shareholder's equity
|
1,963,382
|
1,626,655
|
Pursuant to Article 63, last
paragraph, of the aforementioned
Regulation,
we inform that at the closing date of the financial statements, the
share capital of the Company is ARS 7,741,901,530 (including
treasury shares) represented by
774,190,153 non-endorsable
nominative ordinary shares of Nominal Value ARS 10
each with the right
to 1 vote each, of which
773,057,700 registered, non-endosable common shares with Nominal
Value of ARS 10 each with the right to 1 vote each, are issued and
duly registered and 1,132,453 registered, non-endosable common
shares with Nominal Value of ARS 10 each and entitled to 1 vote
each are in the process of registration. The amount of outstanding
shares is 774,069,225.
The Company's market capitalization as of December 31, 2025 was
approximately USD 1,281 million (77,419,015 GDS with a price per
GDS of USD 16.54).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 399,476,035 shares directly, which represents 51.61% 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 December 31, 2025, subtracting the direct
and indirect ownership of Cresud and the treasury shares, the
remaining shareholders held the amount of 374,593,190 common
shares, with a nominal value of ARS 10 each and one vote per share
from the Company that represents 48.39% 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 53,161,206.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to
861,199,098 (considering the
current conversion ratio of 1.6367 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 81,253,359
ordinary shares, which would mean a 55.83% stake on the share
capital (net of treasury shares), it corresponds to
480,729,394 ordinary shares.
Among the news of the period ended on December 31, 2025, and
subsequent, the following can be highlighted:
●
The net result for
the first half of fiscal year 2026 recorded a gain of ARS 248,817
million, compared to a loss of ARS 53,896 million in the same
period of 2025. This was mainly driven by gains from changes in the
fair value of investment
properties.
●
Adjusted EBITDA
from rental segments reached ARS 147,190 million in the first half
of 2026, increasing 4.9% compared to the same period of
2025.
●
Shopping malls
revenues and adjusted EBITDA grew 4.2% and 2.0%, respectively,
during the first half of fiscal year 2026 compared to the same
period of 2025.
●
Occupancy of the
premium office portfolio remained at 100% during the second quarter
of the fiscal year, while the Hotels segment recorded an
improvement in revenues and EBITDA.
●
During the quarter,
we advanced infrastructure works at Ramblas del Plata, where two
additional lots were swapped for a total of USD 11.8 million. We
also acquired a property located in the Flores neighborhood of the
City of Buenos Aires for USD 6.8 million and continued progress on
the development of the Distrito Diagonal project in La
Plata..
●
On December 17,
2026, we issued Additional Class XXIV Notes in the international
markets for an aggregate principal amount of USD 180 million,
maturing in 2035. The proceeds will be used to repay existing
indebtedness and finance investment projects.
●
On November 4,
2025, the Company distributed a cash dividend for ARS 173,788
million (10% dividend yield).
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:
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/S/ Saúl
Zang
|
|
|
|
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Name:
Saúl Zang
|
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|
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Title:
Responsible for the Relationship with the Markets
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Dated: February 3,
2026