Andino Inversiones Global SaEURONEXT: MLAIG

Abbreviated Annual Accounts 2024 (Spanish/English)

· Issued by Andino Inversiones Global SA

INDEPENDENT AUDITOR'S REPORT ON THE ABBREVIATED ANNUAL ACCOUNTS

To the shareholders of Andino Inversiones Global, S.A.,

Opinion

We have audited the abbreviated annual accounts of Andino Inversiones Global, S.A. (hereinafter the "Company"), which comprise the abbreviated balance sheet as of December 31, 2024, the abbreviated income statement, and the accompanying abbreviated notes for the year then ended.

In our opinion, the following abbreviated annual accounts present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and its financial performance for the year then ended, in accordance with the applicable financial reporting framework (as described in Note 2 to the abbreviated notes) and, in particular, with the accounting principles and criterion therein.

Basis for Opinion

We conducted our audit in accordance with the regulations governing audit activity in Spain. Our responsibilities under those standards are further described in the section Responsibilities of the auditor in relation to the audit of abbreviated annual accounts of our report.

We are independent of the Company in accordance with the ethical requirements, including those of independence, that are applicable to our audit of the abbreviated annual accounts in Spain, as required by the regulatory framework governing audit activity. In this regard, we have not provided services other than auditing, nor have situations or circumstances arisen that, according to the established standards, could compromise our independence.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those that, in our professional judgment, were of most significance in our audit of the current period's abbreviated annual accounts. These matters were addressed in the context of our audit of the abbreviated annual accounts as a whole, and in forming our opinion on them, and we do not provide a separate opinion on these matters.

Valuation of investments in group companies and associates

The Company is the parent of a group of companies, whose investment is the main item on the abbreviated balance sheet, representing 99% of the total assets as of December 31, 2024.

In accordance with the applicable financial reporting framework, as detailed in Note 4.2 I of the accompanying abbreviated notes, the impairment of investments in group companies is determined by comparing the book value of the investment with its recoverable amount, which is the higher of its fair value less costs to sell and the present value of the expected future cash flows from the investment.

The evidence of the recoverable amount will take into account the net assets of the investee company, adjusted for latent capital gains existing at the valuation date. Any valuation exercise involves a high degree of judgment and uncertainty in its estimation regarding the methods used and the degree of fulfillment of future assumptions. Consequently, this was the most relevant aspect of our audit.

In relation to this matter, we performed a series of audit procedures, including, among others, the following:

  • We reviewed the audit carried out by other auditors on the audited financial statements of the investee company, in order to obtain a reasonable level of assurance regarding its equity and the recoverable value of the investment in its equity.

  • We verified that the acquisition price of the subsidiaries acquired during the current financial year is reasonable based on supporting documentation.

  • We reviewed the criteria applied by the company to assess the existence or non-existence of impairment indicators.

  • We verified that the information disclosed in the abbreviated annual accounts is sufficient and appropriate in accordance with the applicable financial reporting framework.

    Responsibility of the Directors in Relation to the Abbreviated Annual Accounts

    The directors are responsible for preparing the accompanying abbreviated annual accounts so that they give a true and fair view of the equity, financial position, and results of the Company, in accordance with the applicable financial reporting framework in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

    In preparing the abbreviated annual accounts, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

    Auditor's Responsibilities in Relation to the Audit of the Abbreviated Annual Accounts

    Our objectives are to obtain reasonable assurance about whether the abbreviated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards applicable in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions that users make based on the abbreviated annual accounts.

    As part of an audit in accordance with the auditing regulations in force in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the abridged financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit so as to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the use by the directors of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the abridged financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the abridged financial statements, including the disclosures, and whether the abridged financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the entity's directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the significant risks communicated with the entity's directors, we determine those risks that were of most significance in the audit of the abridged financial statements of the current period and are therefore the most significant assessed risks.

We describe these risks in our auditor's report unless law or regulation precludes public disclosure about the matter.

ANDINO INVERSIONES GLOBAL, S.A

Abridged annual financial statements for the year ended December 31, 2024 In euros

ANDINO INVERSIONES GLOBAL, S.A

ABRIDGED STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2024

(In euros)

ASSETS

Notes to the Annual Report

Fiscal Year 2024

Fiscal Year 2023

LIABILITIES

Notes to the Annual Report

Fiscal Year 2024

Fiscal Year 2023

NON-CURRENT ASSETS

Intangible assets

Non-current investments in Group companies

Non-current financial investments Deferred tax asset

Note 5.1

Note 6.1

Note 6.1

Note 10.4

Note 6.2

Note 7

EQUITY

SHAREHOLDER EQUITY

Share Capital Share premium Voluntary reserves

Prior years´ profit/(loss)

Profit/(Loss) for the year

NON-CURRENT LIABILITIES

Other non-current payables

CURRENT LIABILITIES

Current payables to Group companies Trade and other payables

Accounts payable to public authorities

Note 9.1

Note 9.4

Note 3

108.389.813,33

109.060.322,57

106.561.276,29

107.294.667,28

14.394,99

107.993.131,69

4.430,00

377.856,65

16.031,05

107.066.788,85

1.830.101,77

147.400,90

106.561.276,29

20.582.313,00

366.296,00

86.771.936,48

(428.076,18)

(731.193,01)

107.294.667,28

20.582.313,00

366.296,00

86.774.134,46

(54.061,42)

(374.014,76)

2.252.357,82

1.809.954,75

CURRENT ASSETS

Current investments in Group companies

Cash

476.883,13

196.570,10

Note 8.1

2.252.357,82

1.809.954,75

441.981,60

34.901,53

82.644,87

113.925,23

53.062,35

152.270,64

Note 8.2

Note 8.2

Note 10.1

4.070,54

48.486,74

505,07

20.101,59

132.162,85

6,20

TOTAL ASSETS

108.866.696,46

109.256.892,67

TOTAL EQUITY AND LIABILITIES

108.866.696,46

109.256.892,67

ANDINO INVERSIONES GLOBAL, S.A ABRIDGED INCOME STATEMENT FOR YEAR 2024

(In euros)

Notes to Annual

Report

Fiscal year 2024

Fiscal year 2023

Other operating expenses

Note 11.1

Note 11.1

Note 11.2

Note 11.2

Note 11.2

Note 11.2

Note 10.5

(457.328,23)

(381.048,34)

Other taxes

(98.435,00)

(49.513,53)

Amortization of intangible assets

(1.599,45)

0,00

Excess provisions

2.375,57

0,00

PROFIT/(LOSS) FROM OPERATIONS

(554.987,11)

(430.561,87)

FINANCIAL PROFIT/(LOSS)

(406.661,65)

(90.853,79)

Financial income

83.914,07

0,00

Financial expenses

(283.275,10)

(60.320,49)

Exchange differences

(207.300,62)

(30.533,30)

PROFIT/(LOSS) BEFORE TAX

(961.648,76)

(521.415,66)

Income tax

230.455,75

147.400,90

PROFIT/(LOSS) FOR THE YEAR

(731.193,01)

(374.014,76)

  1. Company activities

    Andino Inversiones Global, S.A. ("the Company") was incorporated under the name of Andino Investment Holding, S.L., in accordance with the Spanish Corporate Enterprises Act, for an indefinite period of time in Madrid on 3 February 2022, by means of a deed notarised by Madrid Notary Vicente de Prada Guaita, under number 189 of his protocol and registered with the Mercantile Registry of Madrid in volume 43090, page 100, sheet M-761490, entry 1.

    On 25 November 2022, the Company's legal form was changed from a limited company to a public company, with the subsequent increase in share capital, by means of a deed notarised by Madrid Notary Javier de Lucas y Cadenas, under number 5,978 of his protocol, registered under entry 2 on the Company's sheet with the Mercantile Registry of Madrid.

    On 8 March 2023, the Company changed its name to Andino Inversiones Global, S.A. by means of a deed notarised by Madrid Notary Javier de Lucas y Cadenas, under number 1,156 of his protocol, registered under entry 4 on the Company's sheet with the Mercantile Registry of Madrid.

    The Company's corporate purpose, as set out in Article 2 of its Articles of Association, is to carry out the

    following activities:

    1. Main activity: the holding, management and administration of securities representing the shareholder equity of companies not resident in Spanish territory that carry out business activities abroad. CNAE code of the main activity: 6420 "Activities of holding companies".

    2. Investing all manner of business, real estate and financial activities.

    3. Marketing, importing, exporting, brokering, distributing, buying and/or selling any type of goods wholesale.

    4. Providing consultancy, advisory, technical assistance, operating, start-up, administration, management, business start-up and/or all manner of services related to various sectors of the economy.

    5. Incorporating, acquiring or integrating, directly or with third parties, and/or transferring, directly or with third parties, other companies, foundations or associations of any kind or nature in Spain or abroad.

    6. Investing and managing capital investments in all manner of real estate and financial instruments, including shares, bonds, debentures, equity interests and any other type of transferable securities.

      • Under no circumstances will the corporate purpose be considered to include activities the performance of which requires any type of administrative authorization that the Company does not hold.

      • The activities included in the corporate purpose may be performed, in full or in part, indirectly through ownership interest in companies with the same or similar corporate purpose.

    The Company may carry out these activities directly or indirectly through its ownership interest in other companies.

    The Company's registered office is located at Calle Jose Ortega y Gasset, 22-24, 5ª planta, Madrid.

    The Company's functional currency with which it operates is the euro.

    The figures included in the abridged financial statements are expressed in euros, unless otherwise indicated.

  2. Basis of presentation of the annual financial statements

    1. Regulatory financial reporting framework applicable to the Company

      These financial statements were prepared by the managing body in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

      1. The Spanish Commercial Code and all other commercial law.

      2. The Spanish National Chart of Accounts enacted by Royal Decree 1514/2007, as amended by Royal Decree 1159/2010, Royal Decree 602/2016, of 2 December, and Royal Decree 1/2021, of 12 January, and its industry adaptations.

      3. The mandatory rules approved by the Spanish Accounting and Audit Institute to implement the Spanish National Chart of Accounts and its supplementary rules.

      4. All other applicable Spanish accounting regulations.

    2. Fair presentation

      The accompanying financial statements, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position and results of operations for the year.

      These annual financial statements, prepared by the Company's Management, will be submitted for approval by the shareholders, and they are expected to be approved without any changes.

      Furthermore, the annual financial statements for fiscal year 2023, prepared by the Company's

      Management, were approved by the shareholders on June 27, 2024, without any modifications.

    3. Non-obligatory accounting principles applied

      No non-obligatory accounting principles were applied. Also, the managing body formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect on these financial statements. All obligatory accounting principles were applied.

    4. Key issues in relation to the measurement and estimation of uncertainty

      In preparing the accompanying financial statements, estimates were made by the Company's managing body in order to measure certain of the assets, liabilities, income, expenses and obligations reported.

      1. The assessment of possible impairment losses on investments in Group companies (Note 4.2).

      2. The useful life of the intangible assets (Note 4.1).

      3. The calculation of provisions and contingencies (Note 4.7).

      4. The recognitions and recoverability of tax assets, and expected future taxable profit (Note 4.5).

      In 2024, the Company incurred a loss of EUR 731.193,01 and had a positive working capital of EUR 69.383,12 as at December 31, 2024. In 2023, the Company incurred a loss of EUR 374.014,76 and had a positive working capital of EUR 44.299,46 euros as at December 31, 2023.

    5. Comparative information

      The information contained in these notes to the abridged annual financial statements for fiscal 2024 is presented for comparative purposes together with the information for fiscal 2023

      The accounting criteria in fiscal 2024 and 2023 has been consistently applied, and therefore, there are no transactions that have been recorded following different accounting principles that could give rise to discrepancies in the interpretation of the comparative figures for both periods.

    6. Items included under several line items

      The Company does not have any assets or liabilities included under several line items.

    7. Changes in accounting policies

      During fiscal 2024 there have been no significant changes in accounting policies with respect to those applied in fiscal 2023.

    8. Correcting misstatements

      In preparing the abridged financial statements for 2024, no significant misstatements have been detected that have led to the restatement of the figures stated in the abridged financial statements for 2023.

  3. Application of losses for the year

    The Company reported losses of EUR 731.193,01 in fiscal 2024. The proposal of the Company's

    Management is to reclassify this amount to the "Prior years' losses" account.

    The Company obtained losses of EUR 374.014,76 in fiscal 2023. The proposal of the Company's

    Management is to reclassify this amount to the "Prior years' losses" account.

  4. Accounting policies and measurement bases

    Major accounting standards used by the Company in the preparation of its financial statements for fiscal 2024, in consistency with those set by the Spanish National Chart of Accounts, were as follows:

    1. Intangible assets

      Assets stated as Intangible assets are recorded at acquisition cost less accumulated amortization and accumulated impairment losses. maintenance expenses incurred in Intangible assets are expensed as incurred.

      Intangible assets, which reflect the Company's website and its associated technological environment, are amortized by distributing the amortizable amount on a straight-line basis over their useful lives, estimated by the Company to be 10 years.

      After performing the appropriate testing, no valuation adjustment for the impairment of intangible assets was made.

    2. Financial instruments

      The Company, upon initial recognition, classifies financial instruments as a financial asset, a financial liability or an equity instrument, depending on the economic substance of the transaction, and taking into account the definitions of financial asset, financial liability and equity instrument of the financial reporting framework applicable to the Company, which has been described in Note 2.a.

      The recognition of a financial instrument occurs when the Company becomes a party to it, either as acquirer, holder or issuer.

      The Company classifies its financial assets according to the business model applied to them and the cash flow characteristics of the instrument.

      The business model is determined by the Company's management and reflects the way in which each group of financial assets is managed together to achieve a specific business objective. The business model that the Company applies to each group of financial assets is the way in which the Company manages them with the objective of obtaining cash flows.

      When categorizing assets, the Company also takes into account the characteristics of the cash flows they accrue. Specifically, it distinguishes between those financial assets whose contractual terms give rise, on specified dates, to cash flows that are collections of principal and interest on the principal amount outstanding (hereinafter, assets that meet the UPPI criterion), from the remaining financial assets (hereinafter, assets that do not meet the UPPI criterion).

      Specifically, the Company's financial assets are classified in the following categories:

      Classification:

      The financial assets held by the Company are classified in the following categories:

      1. Financial assets at the amortized cost: include financial assets, including those admitted to trading on an active market, for which the Company holds the investment with the objective of receiving contractual cash flows, and the contractual terms of the asset give rise, at specified dates, to cash flows that are solely collections of principal and interest on the principal amount outstanding.

        In general, included in this category are:

        1. Trade receivables: arising from the sale of goods or the rendering of services for trade transactions with deferred payment, and

        2. Receivables from non-trade transactions: these arise from loans or credits granted by the Company whose collections are of a determined or determinable amount.

      2. Financial assets at cost: se included in this category are:

      • Equity instruments of Group companies, jointly controlled entities and associates,

      • Equity instruments whose fair value cannot be reliably determined, and derivatives underlying these investments,

      Group companies are those related to the Company by a relationship of control, and associated companies are those over which the Company exercises significant influence. In addition, the multigroup category includes those companies over which, by virtue of an agreement, joint control is exercised with one or more partners.

      Initial recognition:

      Usually, financial assets are initially recorded at the fair value of the consideration paid plus directly attributable transaction costs. However, transaction costs directly attributable to assets recorded at fair value through profit or loss are recognized in profit and loss for the year.

      Also, for investments in the equity of Group companies that give control over the subsidiary, the fees paid to legal advisors or other professionals related to the acquisition of the investment are charged directly to the income statement

      Subsequent measurement

      Financial assets recognized at the amortized cost are subsequently measured charging any accrued interest under the effective interest method .

      Investments classified in category b) above are valued at cost, less any accumulated impairment losses. These corrections are calculated as the difference between their carrying amount and the recoverable amount, understood as the higher of their fair value less costs to sell and the present value of future cash flows derived from the investment. Unless there is better evidence of the recoverable amount of investments in equity instruments, the equity of the investee is taken into account, adjusted by the unrealized gains existing at the valuation date, net of taxes. In those cases in which the Company has acquired holdings in group companies via a merger, spin-off or non-monetary contribution, if these give it control of a business, it values the holding following the criteria established by the specific rules for transactions with related parties, established by section 2 of the NRV 21ª "Transactions between group companies", by which, these must be recognized at the values that they contributed to the consolidated financial statements, prepared in accordance with the criteria set by the Code of Commerce, of the group or major subgroup in which the acquired company, whose parent company is Spanish, is included. In the event of not having consolidated financial statements, prepared in accordance with the principles set by the Code of Commerce, in which the parent company is Spanish, they are included at the value contributed by such shareholdings to the individual financial statements of the contributing company.

      Impairment

      At least at year-end, the Company performs an impairment test on financial assets. Objective evidence of impairment is considered to exist if the recoverable amount of the financial asset is less than its carrying amount.

      The Company derecognizes financial assets when they expire or the rights to the cash flows of the related financial asset have been transferred and substantially all the risks and rewards of ownership have been transferred, such as in firm asset sales, factoring of trade receivables in which the Company does not retain any credit or interest rate risk or securitizations of financial assets in which the transferor does not retain any subordinated financing or grant any type of guarantee or assume any other type of risk.

      On the other hand, the Company does not derecognize financial assets, and recognizes a financial liability for an amount equal to the consideration received, in transfers of financial assets in which it substantially retains the risks and rewards of ownership, such as bill discounting, factoring with recourse, sales of financial assets with repo agreements at a fixed price or at the sale price plus interest, and securitizations of financial assets in which the transferor retains subordinated financing or other types of guarantees that absorb substantially all the expected losses

      II. Financial liabilities

      Financial liabilities assumed or incurred by the Company are classified in the following valuation categories:

      a. Financial liabilities at amortized cost: are those debts and payables of the Company arising from the purchase of goods and services in the Company's business operations, or those which, without having a commercial origin and not being derivative instruments, arise from loans or credits obtained by the Company.

      These liabilities are initially measured at the fair value of the consideration received, adjusted for directly attributable transaction costs. Subsequently, these liabilities are measured at amortized cost.

      Assets and liabilities are presented separately in the balance sheet and are only presented at their net amount when the company has the enforceable right to set off the recognized amounts and, in addition, intends to settle the amounts on a net basis or to realize the asset and settle the liability simultaneously.

      The Company derecognizes financial liabilities when the obligations that generated them are extinguished.

    3. Cash and cash equivalents

      This balance sheet caption includes cash on hand, demand deposits, and other highly liquid short-term investments with maturities of less than 3 months, which are readily realizable in cash and are not subject to a risk of changes in value.

    4. Foreign currency transactions

      The functional currency used by the Company is the euro. Consequently, transactions in currencies other than the euro are considered to be denominated in foreign currencies and are recorded at the exchange rates prevailing at the dates of the transactions.

    5. Income tax

      Income tax expense or income comprises current income tax and deferred income tax expense or income.

      Current income tax is the amount paid by the Company as a result of the income tax assessments for a given year. Deductions and other tax benefits on the tax liability, excluding withholdings and payments on account, as well as tax losses carried forward from previous years and effectively applied in the current year, give rise to a lower amount of current tax.

      Deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences, which are identified as those amounts expected to be payable or recoverable arising from differences between the carrying amounts of assets and liabilities and their tax bases, as well as tax loss carryforwards and credits for tax deductions not applied for tax purposes. These amounts are recorded by applying to the corresponding temporary difference or credit the tax rate at which they are expected to be recovered or settled.

      Deferred tax liabilities are recognized for all taxable temporary differences, except those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that affects neither taxable profit nor accounting profit and is not a business combination, as well as those associated with investments in subsidiaries, associates and joint ventures where the Company can control the timing of the reversal and it is probable that they will not reverse in the foreseeable future.

      Deferred tax assets are only recognized to the extent that it is considered probable that future taxable profits will be available against which they can be utilized

      Deferred tax assets and liabilities arising from transactions charged or credited directly to equity accounts are also recorded with a counter account in equity

      At each balance sheet date, the deferred tax assets recorded are reconsidered and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. In addition, deferred tax assets not recorded in the balance sheet are assessed at each balance sheet date and are recognized to the extent that it becomes probable that they will be recovered with future taxable profits.

    6. Revenue and expenses

      Revenue and expenses are recognized on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Such revenues are measured at the fair value of the consideration received, net of discounts and taxes

      In determining whether revenue should be recognized, the Company follows the 5-step approach:

      1. identifying the contract with a customer

      2. determining the performance obligations

      3. determining the transaction price

      4. allocating the transaction price to performance obligations

      5. recognizing revenue when performance obligations are satisfied

      Revenue from sales is recognized when the significant risks and rewards of ownership of the asset sold have been transferred to the buyer, who neither retains current management of the asset nor retains effective control over it.

      Revenue from services is recognized by reference to the stage of completion of the transaction at the balance sheet date, provided that the outcome of the transaction can be estimated reliably.

      Interest received from financial assets is recognized using the effective interest rate method and dividends are recognized when the shareholder's right to receive them is declared. In any case, interest and dividends on financial assets accrued after the time of acquisition are recognized as income in the income statement.

      Dividend income is recognized as income in the abridged income statement when the right to receive payment is established. Notwithstanding the above, if the dividends distributed come from results generated prior to the date of acquisition, they are not recognized as income, reducing the book value of the investment.

    7. Provisions and contingencies

      In preparing its financial statements, Company's Management distinguishes between:

      1. Provisions: credit balances covering current obligations arising from past events, the settlement of which is probable to result in an outflow of resources, but the amount and/or timing of which are uncertain.

      2. Contingent liabilities: possible obligations arising from past events, the future materialization of which is conditional upon the occurrence or non-occurrence of one or more future events beyond the Company's control.

      The annual financial statements include all provisions for which it is considered more likely than not that the obligation will have to be settled. Contingent liabilities are not recognized in the financial statements, but are disclosed in the notes to the financial statements, to the extent that their occurrence is not considered to be remote.

      Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences, and any adjustments arising from the restatement of such provisions are recorded as a financial expense as accrued.

      The consideration to be received from a third party at the time of settlement of the obligation, provided that there are no doubts that such reimbursement will be received, is recorded as an asset, except in the event that there is a binding obligation whereby part of the risk has been externalized and by virtue of which the Company is not liable; in this situation, the compensation will be taken into account to estimate the amount for which the related provision, if any, will be recorded

    8. Intercompany transactions

      The Company carries out all its transactions with related parties at market values. In addition, transfer prices are adequately supported and the Company's Board of Directors considers that there are no significant risks in this regard that could give rise to significant liabilities in the future.

    9. Current and non-current items

      Current assets are considered to be those related to the normal operating cycle, which is generally considered to be one year, as well as other assets whose maturity, disposal or realization is expected to occur in the short term from the year-end date, financial assets held for trading, with the exception of financial derivatives whose settlement period exceeds one year as well as cash and cash equivalents. Assets that do not meet these criteria are classified as non-current

      Similarly, current liabilities are those related to the normal operating cycle, financial liabilities held for trading, excepted for financial derivatives with a settlement period exceeding one year and, in general, all obligations whose maturity or extinction will occur in the short term. Otherwise, they are classified as non-current.

    10. Non-monetary contributions of a business

      For non-monetary contributions to a group company made during the year, the investment has been valued at the carrying amount of the assets and liabilities delivered and stated in the consolidated financial statements at the date of the transaction, in accordance with the Standards for the Preparation of Consolidated Financial Statements.

  5. Intangible assets

    1. Intangible assets

      The table below shows a breakdown of the balance as well as a summary of the transactions carried out during fiscal year 2024 and 2023 as follows (in euros):

      2024

      Cost

      Opening balance

      Additions

      Increases or decreases from

      reclassifications

      Disposals or reductions

      Final balance

      Web Andino Investm.

      16.031,05

      -

      -

      (36,61)

      15.994,44

      Total cost

      16.031,05

      -

      -

      (36,61)

      15.994,44

      Amortizations

      Opening balance

      Additions

      Increases or decreases from

      reclassifications

      Disposals or reductions

      Final balance

      Amort. Web Andino Invers.

      -

      (1.599,45)

      -

      -

      (1.599,45)

      Total cost

      -

      (1.599,45)

      -

      -

      (1.599,45)

      Total Intangible assets

      Opening balance

      Final balance

      Web Andino Invers.

      16.031,05

      14.394,99

      Total net

      16.031,05

      14.394,99

      2023

      Cost

      Opening balance

      Additions

      Increases or decreases from

      reclassifications

      Disposals or reductions

      Final balance

      Web Andino Invers.

      -

      16.031,05

      -

      -

      16.031,05

      Total cost

      -

      16.031,05

      -

      -

      16.031,05

      This intangible asset reflects the creation of the Company's own website and corporate environment. At the end of fiscal 2023, it was not operational, so its straight-line amortization process began in fiscal 2024, as reflected in the tables

  6. Financial assets

    1. Non-current financial assets

      The most significant information related to long-term financial assets at the 2024 and 2023 year ends is as follows (in euros):

      Types

      Categories

      Debt instruments

      Debt instruments

      2024

      2023

      Financial assets at cost

      Holdings in Group companies (a)

      107.993.131,69

      106.698.456,14

      Financial assets at amortized cost

      Loans to related parties (b)

      Non-current financial investments (c) Rental Security deposit - Office (d)

      -

      -4.430,00

      368.332,71

      1.828.849,77

      1.252,00

      Total

      107.997.561,69

      108.896.890,62

      1. It reflects the Company's interest of 67,31% and 52,01% in the equity of Andino Investment Holding S.A.A. at the end of the fiscal years 2024 and 2023, respectively. (Note 6.1.1.).

      2. In 2023, a loan with a 14% interest rate was granted to the group company Servicios Aeroportuarios Andino México S.A. de C.V. The total amount drawn was 368.332,71 euros and 135.720,05 EUR at the end of 2023 and 2024, respectively (Notes 6.2 and 12.1). the maturity date of the loan is November 15, 2025; consequently, it was reclassified as a short-term financial asset.

      3. This amount reflects a guaranteed deposit in an escrow agreement established to fulfill the obligations arising from the tender offering described in Note 6.1.1. This amount was settled in the first quarter of 2024, by acquiring 2.431.278 shares of the investee, Andino Investment Holding S.A.A.

      4. A rental security deposit given to the lessor for the Company's office at Calle Jose Ortega y Gasset, No. 22-24, 5th floor.

      1. Group companies, multi-group companies, and associates

        The most significant information related to the Group companies, multi-group companies, and associates at the 2024 and 2023 year-ends was as follows:

        Fiscal Year 2024

        Legal Name

        Interest

        %

        Euros

        Direct

        Indirect

        Share capital

        Profit/(Loss)

        Other equity items

        Total equity

        Operations

        Net

        Andino Investment Holding

        S.A.A. (*)

        67,31%

        -

        95.730.000

        12.145.000

        (2.021.000)

        117.135.000

        210.844.000

        (*) The group was audited by GT Peru. Information was obtained from the Consolidated Financial Statements prepared under IFRS at the close of 2024. The Peruvian subgroup's equity balances were translated using the 2024 year-end exchange rate of the euro against the Peruvian sol.

        Euros

        Dividends received

        Carrying amount

        Cost

        Impairment for the

        period

        Accumulated

        impairment

        -

        107.993.131,69

        -

        -

        Fiscal Year 2023

        Legal Name

        Interest %

        Euros

        Direct

        Indirect

        Share capital

        Profit or loss

        Other equity items

        Total equity

        Operations

        Net

        Andino Investment Holding S.A.A. (*)

        52,01%

        -

        98.415.649

        (3.867.347)

        (10.944.735)

        121.438.599

        208.909.513

        (*) The group was audited by GT Peru. Information was obtained from the Consolidated Financial Statements prepared under IFRS at the close of 2023. The Peruvian subgroup's equity balances were translated using the 2023 year-end exchange rate of the euro against the Peruvian sol.

        Euros

        Dividends received

        Carrying amount

        Cost

        Impairment for the

        period

        Accumulated

        impairment

        -

        106.698.456,14

        -

        -

        On December 11, 2023, Andino Inversiones Global S.A. proposed to acquire 11.200.000 (Eleven Million Two Hundred Thousand) common shares with voting rights of Andino Investment Holding S.A.A. Each share had a par value of PEN 1,00 (One and 00/100 Peruvian soles) and represents 2,776% of this company's total issued and outstanding share capital (Note 14). The escrow account referred to Note 6.1.c was arranged in connection with this transaction.

        On January 11, 2024, following the Voluntary Public Tender Offer (the "Tender Offer") made by Andino

        Inversiones Global, S.A. for the share capital of Andino Investment Holding S.A.A. ("AIH"), a total of

        2.394.278 common shares of AIH were awarded at a price of USD 0,18 per share (18/100 United States Dollars).

        In 2024, the Company made a total of 20 share purchases, increasing its shareholding in the subsidiary Andino Investment Holding from 52,01% to 67,31%. All these transactions were completed via the Central Register of Securities and Settlement [Cavali ] on the Lima Stock Exchange.

    2. Current financial assets

      The most significant information related to the current financial assets at year-end 2024 and 2023 is as follows (in euros):

      Types

      Categories

      Short-term financial instruments

      2024

      2023

      Investments in Group companies (Note 12.1) (a)

      354.437,66

      82.644,87

      Short-term financial investments (b)

      87.543,94

      -

      Total

      441.981,60

      82.644,87

      1. The Company has granted two loans to the Group companies:

        1. In 2023, a loan was granted to the group company Servicios Aeroportuarios Andino México S.A. de CV at a 14% interest rate, amounting to EUR 135,720.05, which is to be drawn down at the end of 2024 (Notes 6.1 and 12.1). The maturity date of the loan is November 15 2025.

        2. In 2024, a line of credit line of EUR 218,717.61was granted to its subsidiary, Andino Investment Holding S.A.A., at a 9% interest rate, disbursed at the end of 2024 (Note 12.1). This line of credit has a maturity of one year from its signing date January 15, 2024, and the term may be extended via an addendum agreed upon by both parties.

          In 2023, the Company had a balance owed by group company Servicios Aeroportuarios Andino Global relating to a payment made on its behalf. Such a balance was settled in 2024.

      2. Interest accrued and pending collection on loans granted to the group companies, Servicios Aeroportuarios Andino México S.A. de CV and Andino Investment Holding S.A.A. (Note 12.1).

  7. Cash and cash equivalents

    This account at the close of 2024 and 2023 is detailed below (in Euros):

    Types

    Categories

    Cash and cash equivalents

    2024

    2023

    Cash and other cash equivalents

    34.901,53

    113.925,23

    Total

    34.901,53

    113.925,23

    The Company has four bank accounts: two in USD and two in EUR.

  8. Financial Liabilities

    1. Non-current financial liabilities

      All non-current and current financial liabilities are classified as financial liabilities at amortized cost. Based on the classification set by the Spanish General Accounting Plan (PGC) in its recognition and measurement standards for financial liabilities, the Company shows the following long-term balances at the close of 2024 and 2023 (in euros):

      Types

      Categories

      Current financial instruments

      2024

      2023

      Non-current payables (a) (Note 11.3)

      2.252.357,82

      1.809.954,75

      Total

      2.252.357,82

      1.809.954,75

      (a) The Company received a USD 2.000.000 loan from Omaha Value Fund Limited, equivalent to EUR 1.938.162,72, with a 15% interest rate and a maximum 5-year maturity from the date of receipt (11/20/2023). This interest rate applies to both the principal amount of the loan and the accrued interest. As of December 31, 2024, the accrued financial expenses totaled EUR 283.275,10, while as of December 31, 2023 the total was EUR 30.920; both amounts were capitalized to the principal of the loan (Note 8.2).

    2. Current financial liabilities

    Based on the classification set by the Spanish General Accounting Plan (PGC) in its recording and valuation standards for financial liabilities, the Company shows the following short-term liabilities at the close of 2024 and 2023 (in euros):

    Types

    Categories

    Current financial instruments

    2024

    2023

    Current payables - Interest (a) (Note 11.3)

    Current account with companies Trade and other payables

    Accounts payable to public authorities

    -4.070,54

    48.486,74

    505,07

    30.920,06

    20.101,59

    101.242,79

    6,20

    Total

    53.062,35

    152.270,64

    (a) Interest accrued on the loan received from Omaha Value Fund Limited.

  9. Shareholder equity

The Company's shareholder equity as of December 31, 2024, and 2023 was as follows (in euros):

2024

2023

Share capital

20.582.313,00

20.582.313,00

Share premium

366.296,00

366.296,00

Reserves

86.771.936,48

86.774.134,46

Prior-year profit/(loss)

(428.076,18)

(54.061,42)

Profit/(loss) for the year

(731.193,01)

(374.014,76)

Total Shareholder equity

106.561.276,29

107.294.667,28

9.1 Share capital

On February 3, 2022, the Company was incorporated with an initial capital of EUR 3.000,00, divided into

3.000 shares, sequentially numbered from one, all of which are fully subscribed and paid-in.

On November 25, 2022, following the decision to convert the Company's legal form to a joint stock company, the Company's capital was decided to be increased by EUR 57.000 through a monetary contribution. A total of 57.000 new shares were issued with a par value of EUR 1,00 each, sequentially numbered from 3.001 to 60.000, both inclusive.

On March 8, 2023, the Company decided to increase its capital by EUR 169.688 by means of the issuance of 169.688 outstanding shares, each with a par value of EUR 1,00, sequentially numbered from 60.001 to 229.688, both inclusive.

On May 19, 2023, the Company decided to increase its capital via non-monetary contributions totaling EUR 19.620.034 through the issuance of 19.620.034 outstanding shares, each with a par value of EUR 1,00, sequentially numbered from 229.689 to 19.849.722, comprising both issuances.

On September 12, 2023, the Company decided to increase its capital via monetary contributions totaling EUR 679.258,00 by means of the issuance of 679.258 shares, each with a par value of EUR 1,00,

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Earlier from Andino Inversiones Global Sa

All Andino Inversiones Global Sa news releases