[6-K] IRSA INVESTMENTS & REPRESENTATIONS INC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

IRSA Inversiones y Representaciones S.A. called a virtual General Ordinary and Extraordinary Shareholders' Meeting for October 30, 2025, to consider fiscal-year matters for the year ended June 30, 2025. The company reported a net profit of ARS 195,677,675,452.86 and proposed distribution of dividends in cash and/or in kind for up to ARS 164,000,000,000. The agenda includes approval of financial statements, review of board and supervisory committee performance, appointment of directors and auditors, and authorization to amend a 2021 warrant agreement to permit share-for-difference exercise of options. The company also disclosed total board compensation of ARS 18,192,594,071.06, exceeding the 5% accrued-profits limit by ARS 7,988,274,783.50.

Positive

• Declared fiscal-year profit of ARS 195,677,675,452.86 reported for the year ended June 30, 2025
• Proposed dividend distribution in cash and/or in kind for up to ARS 164,000,000,000, signaling cash return to shareholders
• Amendment proposal to the 2021 warrant agreement to permit share delivery for option exercise differentials, potentially easing exercise mechanics

Negative

• Total board compensation of ARS 18,192,594,071.06 exceeds the 5% accrued-profits legal limit by ARS 7,988,274,783.50 and requires shareholder approval
• Large allocation of profits to both dividends (up to ARS 164,000,000,000) and excess director compensation may raise questions about retained earnings usage

Insights

Corporate Governance Expert

TL;DR: Noticeable governance issue: board compensation materially exceeds the 5% accrued-profits legal limit and will be presented for shareholder approval.

The meeting agenda explicitly flags that total compensation for the Board of Directors amounts to ARS 18,192,594,071.06, which surpasses the statutory five percent limit of accrued profits by ARS 7,988,274,783.50.

This item is significant because it requires shareholder authorization to validate excess payments and could trigger scrutiny from regulators and investors focused on governance and related-party oversight. The proposed dividend distribution of up to ARS 164,000,000,000 sits alongside this compensation request, making the allocation of retained earnings a central governance topic at the meeting.

Financial Analyst

TL;DR: Company reports a large fiscal-year profit and proposes a substantial dividend distribution; agenda is largely routine corporate governance matters.

IRSA reported a profit of ARS 195,677,675,452.86 for the fiscal year ended June 30, 2025, and proposes dividends up to ARS 164,000,000,000. The agenda covers standard items: financial statements, director appointments, auditors, and an amendment to the 2021 warrant agreement to allow share delivery in lieu of cash for option exercises. These are material operational and capital-structure actions but reflect routine shareholder meeting decisions rather than unexpected transactions.

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 Anonima

(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 9th Floor

(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 ANONIMA

(THE “COMPANY”)

REPORT ON FORM 6-K

Attached is an English translation of the letter dated September 25, 2025, filed by the Company with the Bolsa de Comercio de Buenos Aires and the Comisión Nacional de Valores.

Buenos Aires, September 25, 2025 – IRSA Inversiones y Representaciones S.A. (NYSE:IRS;BYMA:IRSA), resolved to call a General Ordinary and Extraordinary Shareholders’ Meeting to be held virtually on October 30, 2025, at 12:30 p.m. at first call, and at 01:30 p.m. at second call, from the corporate premises located at Carlos María Della Paolera 261, 9th Floor, City of Buenos Aires, according to the following agenda:

1.

APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MEETING’S MINUTES.

2.

CONSIDERATION OF DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2025. 

3.

CONSIDERATION OF THE FINANCIAL RESULT FOR THE FISCAL YEAR ENDED JUNE 30, 2025, AMOUNTING A PROFIT OF $ 195,677,675,452.86 (ONE HUNDRED NINETY-FIVE BILLION SIX HUNDRED SEVENTY-SEVEN MILLION SIX HUNDRED SEVENTY-FIVE THOUSAND FOUR HUNDRED FIFTY-TWO PESOS WITH 86/100). CONSIDERATION OF THE DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR UP TO $ 164,000,000,000 (ONE HUNDRED SIXTY-FOUR BILLION PESOS).

4.

CONSIDERATION OF BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2025.

5.

CONSIDERATION OF SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2025. . 

6.

CONSIDERATION OF COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS $ 18,192,594,071.06 (TOTAL COMPENSATION) IN EXCESS OF ARS 7,988,274,783.50 OVER THE FIVE PERCENT (5%) LIMIT OF ACCRUED PROFITS PURSUANT TO SECTION 261 OF LAW NO. 19,550 AND RELATED REGULATIONS, IN VIEW OF THE PROPOSED DIVIDEND DISTRIBUTION

7.

CONSIDERATION OF COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE FOR $ 31,559,086 (THIRTY-ONE MILLION FIVE HUNDRED FIFTY-NINE THOUSAND EIGHTY-SIX PESOS, ALLOCATED SUM) FOR THE FISCAL YEAR ENDED JUNE 30, 2025.

8.

DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE DIRECTORS, AND DETERMINATION OF THEIR TERMS OF OFFICE FOR UP TO THREE FISCAL YEARS, AS PER SECTION TWELVE OF THE BYLAWS.   

9.

APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR.

10.

APPOINTMENT OF CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2026.  

11.

APPROVAL OF COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDED JUNE 30, 2025.  

12.

TREATMENT OF THE AMOUNTS PAID AS PERSONAL ASSETS TAX BY THE COMPANY ACTING AS SUBSTITUTE RESPONSIBLE PARTY ON BEHALF OF THE SHAREHOLDERS.

13.

CONSIDERATION OF THE SUBSCRIPTION OF AN ADDENDUM TO THE WARRANT AGREEMENT DATED APRIL 29, 2021, AS AMENDED ON SEPTEMBER 17, 2021 (THE “WARRANT AGREEMENT”), EXECUTED WITHIN THE FRAMEWORK OF THE CAPITAL INCREASE AUTHORIZED BY THE ARGENTINE SECURITIES COMMISSION BASED ON THE ISSUANCE PROSPECTUS PUBLISHED ON APRIL 12, 2021, BETWEEN THE COMPANY AND COMPUTERSHARE, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., TO INCORPORATE THE POSSIBILITY OF EXERCISING THE OPTIONS TO SUBSCRIBE SHARES WITHOUT CASH PAYMENT, THROUGH THE DELIVERY OF SHARES FOR THE DIFFERENTIAL AMOUNT BETWEEN THE EXERCISE VALUE WITH CASH PAYMENT AND THE EQUIVALENT MARKET VALUE. DELEGATION TO THE BOARD OF DIRECTORS FOR ITS IMPLEMENTATION WITH THE BROADEST POWERS. 

14.

CONSIDERATION OF THE ANNUAL BUDGET FOR THE IMPLEMENTATION OF THE AUDIT COMMITTEE’S ANNUAL PLAN.

15.

AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES COMMISSION, BOLSAS Y MERCADOS ARGENTINOS S.A., CAJA DE VALORES S.A. AND THE GENERAL SUPERINTENDENCY OF CORPORATIONS.

  Note:  The Registry of the Company’s book-entry shares is kept by Caja de Valores S.A. (CVSA) domiciled at 25 de Mayo 362, City of Buenos Aires. Therefore, in order to attend the Shareholders’ Meeting, evidence is to be obtained of the account of book-entry shares kept by CVSA. Pursuant to the provisions of Section Twenty Four of the bylaws and the rules of the Argentine Securities Commission, the shareholders’ meeting will be held remotely from the corporate headquarters located at Carlos María Della Paolera 261, Floor 9, City of Buenos Aires, and shareholders who are willing to do so will have the possibility to attend the meeting in person, provided that they communicate such decision upon sending their notice of attendance and/or until the date of expiration of the statutory term established for giving notice of attendance. To such end, the email address l.huidobro@zbv.com.ar is available for registering attendance at the shareholders’ meeting by electronic means and for sending the certificates issued by Caja de Valores S.A. obtained by the shareholders. The term for giving notice of attendance at such email address expires on October 24, 2025 at 3:00 p.m., pursuant to the provisions of Section 238 of the General Companies Law. Shareholders shall provide the following data: first and last name or full corporate name; identity document type and number, or registration data, specifying the Register where they are registered and their jurisdiction; and domicile where they are located for purposes of recording it at the shareholders’ meeting. Moreover, if they are to be represented by a legal representative and/or an attorney-in-fact, the shareholders who decide to participate remotely shall send the same data regarding the proxies who shall attend the meeting on their behalf, as well as the documents evidencing their capacity, duly authenticated, in PDF format, to the email address mentioned in this notice, on or before October 24, 2025 (pursuant to Section 238 of the General Companies Law). Shareholders’ proxies who decide to participate in person may evidence their capacity as such by producing their qualifying documents to the Issuer on the same date of the meeting. Shareholders who give notice of their attendance through the email address mentioned above shall also provide their contact details (telephone and email) for the Company to keep them updated of any potential measures that could be adopted in connection with the Shareholders’ Meeting. The Company shall send a receipt to all shareholders who registered their names by email sent to the above mentioned address, which shall be required in order to attend the Shareholders’ Meeting. Moreover, shareholders who are local or foreign legal entities shall identify the final beneficial holders of such shareholders’ stock capital and the number of shares to be voted by them. The videoconference system to be used to hold the meeting may be accessed to by the shareholders who have given notice of their assistance, through the link to be sent to them, including the applicable instructions, to the email address reported by the shareholders. The system to be used will be the Zoom application, which will allow: (i) to secure free access of all the shareholders who were duly identified or their accredited proxies with validated qualifying instruments, including in all cases a copy of their identity document (DNI), and the access of the remaining participants at the meeting (directors and statutory auditors, among others); (ii) the possibility to participate at the shareholders’ meeting by speaking and voting, through simultaneous transmission of sound, images and words all throughout the meeting, ensuring the principle of equal treatment to all participants; and (iii) digital recording of all the development of the meeting and storage of a copy in digital format for a term of 5 (five) years, which shall be available to the shareholders upon request. Upon voting each item of the agenda, each shareholder will be requested to express the sense of their vote, which may be given verbally. The minutes of the shareholders’ meeting will record the attendants and capacity in which they acted, the place where they were located, and the technical means used. The minutes will be executed within five (5) business days after the meeting. It should be noted that upon dealing with items 12 and 13 on the Agenda, the Shareholders’ Meeting shall qualify as extraordinary, and a quorum of 60% will be required and pursuant to the provisions of Section 237 of the General Companies Law, as the meeting has been convened on first and second call simultaneously, if the Shareholders’ Meeting were held on second call because no quorum was reached at the first call, since IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA is a company whose shares are publicly offered, it will be possible to deal only with those Agenda items that correspond to ordinary shareholders’ meetings and an extraordinary meeting must be held in second call to address the corresponding agenda items within the period established in the referred article and in accordance with the call provisions stipulated therein.

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
		Saúl Zang
September  26, 2025		Responsible for the Relationship with the Markets

FAQ

When is IRSA's shareholders' meeting and how can I attend?

The meeting is scheduled virtually on October 30, 2025 at 12:30 p.m. first call and 1:30 p.m. second call; shareholders must register by emailing l.huidobro@zbv.com.ar by October 24, 2025 at 3:00 p.m.

What profit did IRSA report for the fiscal year ended June 30, 2025 (IRS)?

IRSA reported a net profit of ARS 195,677,675,452.86 for the fiscal year ended June 30, 2025.

How large is the proposed dividend distribution (IRS)?

The company proposed distribution of dividends payable in cash and/or in kind for up to ARS 164,000,000,000.

Does the agenda include any changes to equity instruments (IRS)?

Yes; the agenda proposes an addendum to the 2021 warrant agreement to permit exercising options without cash payment by delivering shares for the differential between cash exercise value and market value.

Is there any item requiring shareholder approval related to compensation (IRS)?

Yes; shareholders will consider approval of total board compensation of ARS 18,192,594,071.06, which exceeds the legal five percent limit by ARS 7,988,274,783.50.