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,
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
Feburary 6, 2025, 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
|
|
|
|
12/31/2024
|
12/31/2023
|
|
Results of the fiscal year (Six month period)
|
(40,971)
|
319,226
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
(39,773)
|
308,177
|
|
Non-controlling
interest
|
(1,198)
|
11,049
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
|
12/31/2024
|
12/31/2023
|
|
Other comprehensive income for the fiscal year
|
(1,404)
|
(9,660)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(1,017)
|
(10,688)
|
|
Non-controlling
interest
|
(387)
|
1,028
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
|
12/31/2024
|
12/31/2023
|
|
Total comprehensive for fiscal year
|
(42,375)
|
309,566
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
(40,790)
|
297,489
|
|
Non-controlling
interest
|
(1,585)
|
12,077
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
|
12/31/2024
|
12/31/2023
|
|
Share
Capital
|
7,390
|
7,276
|
|
Treasury
shares
|
93
|
92
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
396,792
|
396,768
|
|
Warrants
|
24,965
|
28,062
|
|
Share
Premium
|
583,520
|
576,768
|
|
Premium
for trading of treasury shares
|
(55,607)
|
(6,239)
|
|
Legal
Reserve
|
58,070
|
58,070
|
|
Special
Reserve (Resolution CNV 609/12)
|
224,666
|
224,666
|
|
Cost
of treasury share
|
(6,389)
|
(19,253)
|
|
Reserve
for future dividends
|
-
|
88,371
|
|
Reserve
for conversion
|
(4,548)
|
(9,814)
|
|
Special
Reserve
|
42,995
|
140,026
|
|
Other
reserves
|
(113,474)
|
(113,427)
|
|
Retained
earnings
|
(2,004)
|
345,946
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
1,156,469
|
1,716,960
|
|
Non-controlling
interest
|
80,071
|
107,290
|
|
Total shareholder's equity
|
1,236,540
|
1,824,250
|
Pursuant to Article
63 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 7,482,979,070 (including
treasury shares) represented by 748,297,907 non-endorsable
nominative ordinary shares of Nominal Value ARS 10
each with the right
to 1 vote each. The amount of
outstanding shares is 739,024,068.
The Company's market capitalization as of December 31, 2024 was
approximately USD 1,117 million (74,8297904 GDS with a price per
GDS of USD 14.93).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 412,158,780 shares directly and indirectly (through Helmir
S.A.), which represents 55.77% 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, 2024, subtracting the direct
and indirect ownership of Cresud and the treasury shares, the
remaining shareholders held the amount of 326,865,288 common
shares, with a nominal value of ARS 10 each and one vote per share
from the Company that represents 44.23% 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 70,562,502.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to
852,857,422
(considering the
current conversion ratio of 1.4818 shares of nominal value ARS 10
per option). We
also inform that if Cresud, through its subsidiary Helmir S.A.,
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 57.58% stake on the share capital (net of treasury shares),
it corresponds to 485,72,186 ordinary shares.
Among the news of the period ended on December 31, 2024, and
subsequent, the following can be highlighted:
●
The net result for
the first semester of fiscal year 2025 recorded a loss of ARS
40,971 million compared to a gain of ARS 319,226 million in the
same period of the previous year, mainly due to the loss recorded
from changes in the fair value of investment properties. This is an
accounting effect that does not imply cash movements.
●
Real tenant sales
in shopping malls continue to recover on a quarterly basis. They
increased by 21.4% compared to the previous quarter but declined by
8.5% compared to the same period of fiscal year 2024. The
segment’s adjusted EBITDA for the semester reached ARS 94,539
million, just 2,0% below the same period of the previous
year.
●
During the quarter,
we acquired a new shopping mall “Terrazas de Mayo”,
located in Malvinas Argentinas in the northwest of Greater Buenos
Aires for a total amount of USD 27.75 million. The mall has a
leasable area of 33,700 sqm and 86 stores.
●
During the second
quarter we reached 100% occupancy of our premium office portfolio
and sold an additional floor of the Della Paolera 261 building for
USD 7.1 million.
●
The Hotels segment
recorded lower revenues and occupancy in the first half of fiscal
year 2025 compared to 2024, in a context of greater appreciation of
the Argentine peso against the U.S. dollar.
●
Subsequently, we
signed sale agreements for two lots of the Ramblas del Plata
project with an estimated saleable area of 40,000 sqm
to a local developer for the sum of USD 23.4 million.
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.
|
|
IRSA
Inversiones y Representaciones Sociedad
Anónima
|
||
|
|
|
||
|
|
By:
|
/S/ Saúl
Zang
|
|
|
|
|
Name:
Saúl Zang
|
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: February 6,
2025