[6-K] IRSA Inversiones y Representaciones S.A. Global Current Report (Foreign Issuer)

Rhea-AI Filing Summary

IRSA reported a strong turnaround for fiscal year 2025, posting net income of ARS 196,118 million compared with a loss of ARS 32,141 million the prior year, driven by improvements across its portfolio. Revenues rose 2.3% year-over-year and Rental Adjusted EBITDA reached ARS 234,697 million, led by Shopping Malls (ARS 210,741 million), Offices (ARS 15,584 million) and Hotels (ARS 8,372 million). Shopping mall segment revenue and Adjusted EBITDA grew 8% and 10% respectively, with portfolio occupancy near 98% and a modest 2.8% decline in tenant sales for the full year after a second-half recovery.

Balance-sheet and capital structure details include a market capitalization of approximately USD 1,062 million as of June 30, 2025 (76,252,079 GDS at USD 13.93), outstanding shares of 762,358,019, and Cresud as majority shareholder with 412,158,780 shares (54.06%). There are 60,964,074 warrants outstanding; full conversion would raise issued shares to 852,857,373. During the year IRSA issued USD 300 million Series XXIV Notes with a 10-year term and completed acquisitions and development initiatives including Terrazas de Mayo and Stage I of Ramblas del Plata transactions totaling ~111,000 saleable sqm for an estimated USD 81 million.

Positive

• Net income of ARS 196,118 million representing a swing from a prior-year loss of ARS 32,141 million
• Rental Adjusted EBITDA of ARS 234,697 million with Shopping Malls contributing ARS 210,741 million
• Shopping Malls segment growth: revenues +8% and Adjusted EBITDA +10% with ~98% occupancy
• Re-entry to international debt markets via USD 300 million Series XXIV Notes, 10-year term
• Completed acquisitions and development progress including Terrazas de Mayo and initial sales for Ramblas del Plata (~111,000 sqm, USD 81 million)

Negative

• Tenant sales declined 2.8% year-over-year for the full fiscal year despite a second-half recovery
• Adjusted EBITDA for consolidated Rental categories decreased 2% year-over-year (overall Rental Adjusted EBITDA decreased 2% vs FY2024)
• Concentrated ownership: Cresud controls 54.06% of shares, limiting minority shareholder influence
• Warrants outstanding (60,964,074) present potential dilution if exercised before expiration in May 2026

Insights

Financial Analyst

TL;DR: Strong earnings reversal and stable mall fundamentals materially improve operating outlook; capital markets access restored with a USD 300m bond.

The company recorded a material swing to net income of ARS 196,118 million from a prior-year loss of ARS 32,141 million, indicating operating recovery. Rental Adjusted EBITDA of ARS 234,697 million, with Shopping Malls contributing the bulk, shows resilient cash-generating capability supported by ~98% occupancy. Revenue growth of 2.3% and double-digit Adjusted EBITDA growth in malls are positive signs for margin recovery. Access to international debt markets via USD 300 million, 10-year Series XXIV Notes restores funding flexibility. Material items for modeling: the contribution split by segment, occupancy stability, and potential dilution from outstanding warrants (60,964,074).

Corporate Governance Expert

TL;DR: Majority control by Cresud and outstanding warrants create concentrated ownership and a potential for modest dilution if exercised.

Cresud holds 54.06% of shares net of treasury shares, a controlling stake that supports strategic stability but concentrates shareholder influence. Outstanding warrants (60,964,074) could increase Cresud’s stake to ~56.96% if exercised proportionally, implying limited change to control dynamics. Disclosure provides clear capital structure metrics including share counts and market cap that are useful for governance assessment. No new board or management changes disclosed in this report.

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.

	IRSA Inversiones y Representaciones Sociedad Anónima
	By:	/S/ Saúl Zang
		Name: Saúl Zang
		Title: Responsible for the Relationship with the Markets

Dated: September 2, 2025

FAQ

What was IRSA's net income for fiscal year 2025 (IRS)?

IRSA reported net income of ARS 196,118 million for fiscal year 2025, compared with a loss of ARS 32,141 million in the prior year.

How large is IRSA's Rental Adjusted EBITDA and its breakdown by segment?

Rental Adjusted EBITDA totaled ARS 234,697 million: Shopping Malls ARS 210,741 million, Offices ARS 15,584 million, Hotels ARS 8,372 million.

What is IRSA's market capitalization and GDS price as of June 30, 2025?

Market capitalization was approximately USD 1,062 million, based on 76,252,079 GDS priced at USD 13.93 per GDS.

Who is the main shareholder of IRSA (IRS) and what is their ownership stake?

The main shareholder is Cresud S.A.C.I.F. y A., holding 412,158,780 shares, representing 54.06% of share capital net of treasury shares.

How many warrants are outstanding and what is the potential share impact?

There are 60,964,074 warrants outstanding; if all converted, issued shares would increase to 852,857,373 and Cresud’s stake could rise to ~56.96%.

Did IRSA raise debt capital during the year?

Yes, IRSA issued Series XXIV Notes for USD 300 million with a 10-year term, marking a return to international capital markets.