INDEPENDENT AUDIT REPORT OF THE ANNUAL CONSOLIDATED FINANCIAL ACCOUNTS ISSUED BY AN INDEPENDENT AUDITOR
To the shareholders of Andino Inversiones Global, S.A:
Annual consolidated accounts report Opinion
We have audited Andino Inversiones Global, S.A. (the Parent company) and its subsidiaries (the Group), including
the Group´s balance sheets for the period of January 1st 2024 to December 31st 2024, the income account, the Group´s profit and loss account, statements of changes in net Equity, cash flows statement and the Group´s memoir (all of these, consolidated and corresponding to the period beforehand stated.
In our opinion, the consolidated accounts express in all the relevant aspects, the current status of the Group´s Equity, financial position and cash flows - all of these, consolidated. These statements are in accordance with the IFRS-EU and the further dispositions of the rules and regulations that apply in Spain.
Opinion basis:
We have carried out our audit in accordance with the regulatory standards governing the auditing activity of accounts in force in Spain. Our responsibilities under these standards are described further in the Auditor's Responsibilities section regarding the audit of the consolidated annual accounts in our report.
We are independent of the Group in accordance with the ethical requirements, including those of independence, applicable to our audit of the consolidated annual accounts in Spain, as required by the regulatory standards governing the auditing activity of accounts. In this regard, we have not provided services other than auditing accounts, nor have there been situations or circumstances that, in accordance with the provisions of the aforementioned regulatory standards, have affected the necessary independence in a way that has been compromised.
We believe that the audit evidence we have obtained provides a sufficient and appropriate basis for our opinion. Most relevant aspects of the audit
The most relevant aspects of the audit are those that, in our professional judgment, have been considered the most significant risks of material misstatement in our audit of the annual accounts for the current period. These risks have been addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion on them, we do not express a separate opinion on these risks.
Impairment of intangible assets
As indicated in note 12 of the consolidated report, as of December 31, 2024, the Group presents, within the intangible assets heading, costs derived from the construction of airport works or improvements of additional works of the infrastructure required to provide airport services amounting to 6.983 thousand euros.
These non-financial assets with a defined useful life are subject to impairment tests when there are indications of impairment. Therefore, the Company reviews the carrying amount of these assets to determine if they exceed their recoverable amount, which is the higher of their value in use and their fair value.
The Company considers the following assumptions to determine their recoverable amount:
Projection of sales turnover from regulated and non-regulated segments according to the expected growth in passenger traffic.
Annual adjustment of airport fees.
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Projection of operating and maintenance costs, and
Discount rate
We consider this matter as one of the most relevant aspects of the audit due to the significant amount of the balance and the judgment the Company applies in determining the recoverable amount.
Our audit approach to address the matter included, among others, the following:
We met with the Group's Management and gained an understanding of the entire process of disbursements for improvements and conservation of the works required in the concession contract.
We conducted a review of the recoverable amount calculation based on the provisions of IAS 36 Impairment of Assets; we determined the reasonableness of the indicators used in this calculation.
With the help of our specialists, we assessed the applied methodology, the formulas used, their mathematical consistency, and the reasonableness of the key assumptions used in the model for calculating the recoverable value of the intangible assets.
Recoverability of investements
As stated in the note 8 of the consolidated annual memoir, the Group maintains certain investments and accounts receivable related to the ventures of Sociedad Aeroportuaria Kuntur Wasi S.A. and Proyecta & Construye S.A. for a total amount of 8.931 million euros (as of December 31st 2024).
The investment's objective was to manage the construction and operation of the concession for the new Chinchero-Cusco International Airport, signed with the Peruvian Government through the subsidiary Proyecta & Construye S.A. This concession was unilaterally rescinded by the Peruvian Ministry of Transportation and Communications (MTC). In response to this rescission, the Group filed for arbitration against the Peruvian State, which has been resolved in favor of Group's interests. The complexity of the case, the amounts related to the investment in the Kuntur Wasi Project, and the level of uncertainty generated by the case lead us to consider the recoverability of these amounts as a more relevant aspect in our audit.
Our approach to addressing this audit matter includes the following procedures:
We met with the Group's Management and gained an understanding of the entire process related to the Kuntur Wasi Project and, as a result, uptdated the case conditions as of December 31,2024.
We reviewed the consistency in the application of the investment recognition policy.
We requested the contracts and related documents.
We sent a confirmation letter to the legal advisors responsible for handling the case against the Peruvian State.
We received a response from the legal advisors, and with the support of our legal specialists, we determined the consistency in the received response.
Based on IFRS 9, we assessed the impairment of receivables from the Peruvian state.
Determination of value regarding the account receivable with the Republic of Peru
2
At the end of 2024, the subsidiary Aeropuertos Andinos del Perú S.A. maintains an account receivable from the Ministry of Transportation and Communications (MTC) of Peru for a value of 6.337 thousand euros corresponding to a portion of additional works performed in the initial phase of several airports awarded through a concession contract signed with the Peruvian State.
The Peruvian State partially rejected the payment for these items, in response to which subsidiary
Aeropuertos Andinos del Perú S.A. escalated the case to an Arbitration Tribunal, which issued its resolution stating that subsidiary Aeropuertos Andinos del Perú S.A. has the right to claim the collection of the 39 files and that the Peruvian State is obliged to pay the value corresponding to the claimed files when the concession contract ends. In line with this resolution, the Group Management considers that there is a reasonable probability of collecting these amounts, so no provision has been recorded.
We consider this matter as one of the most relevant in the audit due to the significant judgment applied by Management to estimate the probability of collecting these amounts.
Our Audit approach regarding this matter includes:
We met with the Group's Management and gain an understanding of the entire legal process that led to the Arbitration Tribunal's resolution.
We reviewed all resolutions related to this matter and met with the Group's Legal Advisory to obtain a conclusion regarding its accounting treatment.
We obtained a response from the external legal advisor with their opinion on the probability of collection from the Peruvian State.
Recoverability of Real Estate Investments
As of December 31, 2024, the Group holds real estate investments amounting to EUR 91,115 thousand, consisting of a 14-hectare plot of land adjacent to the airport in the Constitutional Province of Callao. These properties include completed assets as well as properties under construction, and are held to earn rental income, capital appreciation, or both. Following initial recognition, the Group has adopted a policy to measure these investments at fair value, which reflects market conditions as of the reporting date, based on appraisals in effect at the end of each reporting period.
Given the quantitative significance of the investment, we consider the valuation to be one of the most relevant matters in the audit.
Our audit approach to address this matter included, among others, the following procedures:
We met with Group management and obtained an understanding of the entire process related to real estate investments.
We reviewed the consistency in the application of the recognition and measurement policy for real estate investments.
We performed a reconciliation between the carrying amount of the real estate investments and the operational breakdown for the year.
We requested contracts and documents related to additions made during the year.
We conducted on-site visits to the Group's land and buildings to validate their existence and inspect their
condition.
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Revenue Recognition
As presented in the consolidated income statement for the year 2024, the Group recognized revenue amounting to EUR 105,871 thousand. Revenue recognition is a significant area and susceptible to material misstatement, particularly at year-end in relation to the correct timing of revenue recognition in accordance with the terms agreed with customers. Therefore, we considered this matter to be one of the most relevant in our audit.
Our audit procedures in response to the identified risk included, among others, the following:
We evaluated the design and implementation of key controls related to revenue recognition.
We performed detailed testing on recognized revenue, including a sample of transactions recorded near year-end, verifying that revenue was recognized in the appropriate period.
We obtained external confirmations for a sample of outstanding invoices as of year-end, and applied alternative procedures when no response was received from the customers contacted.
We verified that the disclosures in the consolidated financial statements are sufficient and appropriate in accordance with the applicable financial reporting framework.
Other information: Consolidated Management Report
The other information exclusively comprises the consolidated Management Report for the financial year 2024, the elaboration of which is the responsibility of the directors of the parent company and is not an integral part of the consolidated financial statements.
Our audit opinion on the consolidated financial statements does not cover the consolidated Management Report. Our responsibility regarding the consolidated management report, in accordance with the regulatory requirements of the auditing profession, consists of:
To verify solely that the consolidated non-financial information statement has been provided in the manner prescribed by the applicable regulations and, if not, to report on it.
To assess and report on the consistency of the remaining information included in the consolidated Management Report with the consolidated financial statements, based on the knowledge of the Group obtained in conducting the audit of said accounts, as well as to assess and report on whether the content and presentation of this part of the consolidated management report comply with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are obliged to report on them.
On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above is provided in the manner prescribed by the applicable regulations and that the remaining information contained in the consolidated management report is consistent with the consolidated financial statements for the financial year 2024. Additionally, its content and presentation comply with the applicable regulations.
Responsibility of the administrators in relation to the consolidated financial statements.
The directors of the parent company are responsible for preparing the attached consolidated financial statements in such a way that they present a true and fair view of the consolidated assets, financial position, and results of the Group, in accordance with IFRS-EU and other provisions of the regulatory framework for financial reporting applicable to the Group in Spain. They are also responsible for the internal control they consider necessary to
4
enable the preparation of consolidated financial statements free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors of the parent company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as appropriate, matters related to going concern and using the going concern accounting principle unless the said directors intend to liquidate the Group or cease its operations, or there is no other realistic alternative.
Responsibilities of the auditor in relation to the audit of the consolidated financial statements:
Our objectives are to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an audit report containing our honest, independent opinion.
Reasonable assurance is a high level of assurance, but it does not guarantee that an audit conducted in accordance with the regulatory standards of auditing activities in Spain will always detect a material misstatement when one exists. Misstatements may arise from fraud or error and are considered material if, individually or in aggregate, they can reasonably be expected to influence the economic decisions that users make based on the consolidated financial statements.
As part of an audit conducted in accordance with the regulatory standards of auditing activities in Spain, we apply our professional judgment and maintain an attitude of professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and apply audit procedures to respond to such risks, and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement due to fraud is higher than in the case of a material misstatement due to error, as fraud may involve collusion, forgery, deliberate omissions, intentionally misleading representations, or circumvention of internal control.
Obtain an understanding of the relevant internal control for the audit in order to design audit procedures that are appropriate under the circumstances, and not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
We assess whether the accounting policies applied are appropriate and the reasonableness of accounting estimates and the corresponding information disclosed by the management of the parent company.
We conclude on whether the management of the parent company's use of the going concern accounting principle is appropriate and, based on the audit evidence obtained, we conclude on whether there is a material uncertainty related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that there is a material uncertainty, we are required to draw attention in our audit report to the corresponding disclosures in the consolidated financial statements or, if such disclosures are inadequate, to express a modified opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease to be a going concern.
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosed information, and determine whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
We gather sufficient and appropriate evidence concerning the financial information of the entities or business activities within the group to provide an opinion on the consolidated financial statements. We are
5
accountable for directing, supervising, and conducting the audit of the Group. Our opinion is our sole responsibility.
We communicated with management from the parent company regarding, among other matters, the planned scope and timing of the audit, significant audit findings, as well as any significant deficiencies in internal control that we identify during the audit process.
Among the significant risks communicated to the management of the parent company, we determine those that have been of the greatest significance in the audit of the consolidated financial statements for the current period and are consequently considered the most significant risks.
We describe these risks in our audit report unless legal or regulatory provisions prohibit public disclosure of the matter.
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ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENT REPORT FISCAL YEAR 2024 AND 2023
7
ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2024 AND 2023
CONTENTS PAGES
Consolidated statement of financial position 3
Consolidated statement of income 4
Consolidated statements of comprehensive income 5
Notes to the consolidated financial statements 6
Consolidated statements of cash flows 7 - 8
Notes to the consolidated financial statements 9 - 89
S/
=
Peruvian Sol
US$
=
Unted States dollar
MXN
=
Mexican peso
EUR
=
Euros
COP
=
Colombian peso
8
ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FNANCIAL POSITION
(Expressed in thousands of euros) AT DECEMBER 31, 2024 AND 2023
ASSETS
Note
2024
EUR000
2023
EUR000
LIABILITIES AND EQUITY
Note
2024
EUR000
2023
EUR000
Current assets
Current liabilities
Cash and cash equivalents
5
14.223
6.983
Financial debt
15
26.874
13.528
Other financial assets
6
5.656
13.786
Trade payables and other payables
13
41.324
39.239
Trade receivables and other receivables, net
7
68.857
25.132
Provisions, contingent liabilities
14
6.365
5.905
Inventories, net
788
602
Total current liabilities
74.563
58.672
Taxes recoverable
5.945
5.824
Prepaid expenses
2.291
1.398
Non-current liabilities
Total current assets
97.760
53.725
Financial debt
15
111.382
53.747
Trade payables and other payables
13
11.132
15.571
Deferred income tax liabilities
16
64.200
60.697
Non-current assets
Total non-current liabilities
186.714
130.015
Trade receivable and other receivables, net
7
34.276
24.350
Total liabilities
261.277
188.687
Other financial assets
6
16.523
-
Investments in joint ventures and associates
8
8.931
10.277
Equity
17
Property, plant and equipment, net
9
56.528
61.641
Share capital
20.583
20.583
Investment properties
10
221.775
209.325
Premium on share issuance
366
366
Right-of-use assets, net
11
5.157
3.571
Other equity reserves
91.497
86.712
Intangibles assets, net
12
14.920
15.740
Retained earnings
(8.080)
(5.075)
Goodwill
598
577
Net equity attributable to net controlling interest
104.366
102.586
Deferred income tax asset
16
4.938
6.174
Share of non controlling interest
95.763
94.107
Total non-current assets
363.646
331.655
Total equity
200.129
196.693
Total assets
461.406
385.380
Total liabilities and equity
461.406
385.380
The accompanying notes from page 9 to 92 are an integral part of the consolidated financial statements.
9
ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Expressed in thousands of euros)
AT DECEMBER 31, 2024 AND 2023
Note
2024
2023
EUR000
EUR000
Services rendered
18
105.871
60.741
Cost of services
19
(72.800)
(44.975)
Impairment of financial assets
7(vi)
(859)
(5)
Gross profit
32.212
15.761
Operating profit (expenses)
Administrative expenses
20
(19.378)
(14.903)
Selling expenses
21
(4.192)
(2.142)
Changes in fair value of investment properties
10
3.462
(4.918)
Other income
24
5.725
2.996
Other expenses
24
(6.239)
(2.016)
(20.622)
(20.983)
Operating loss
11.590
(5.222)
Other income (expenses), net
Share of profit or loss in joint ventures and associates
8
(1.717)
581
Financial income
25
819
1.692
Financial expenses
25
(9.900)
(4.959)
Difference on exchange net
(1.348)
(95)
Loss before income tax
(556)
(8.003)
Income tax
(3.908)
(1.305)
Net loss for the period
(4.464)
(9.308)
Attributable to:
Shareholders of the controlling interest
(3.005)
(4.841)
Non-controlling interest
(1.459)
(4.467)
(4.464)
(9.308)
Weighted average number of outstanding shares
(in thousands)
24
20.529
19.910
Net loss per share attributable to shareholders of the controlling
interest (S/) in continuing operations
24
(0,1464)
(0,2432)
The accompanying notes from page 9 to 90 are an integral part of the consolidated financial statements.
4
ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPRENSIVE INCOME
(Expressed in thousands of euros)
AT DECEMBER 31, 2024 AND 2023
Note
2024
2023
EUR000
EUR000
Net loss for the period
(4.464)
(9.308)
Other comprehensive income that will be reclassified
to profit or loss in later periods
Translation effect to presentation currency
17(e)
6.809
(2.294)
Revaluation of property, plant and equipment
31 and 9
1.091
(571)
7.900
(2.865)
Total comprehensive income for the period
3.436
(12.173)
Attributable to:
Shareholders of controlling interest
1.780
(5.097)
Non-controlling interest
1.656
(7.076)
3.436
(12.173)
The accompanying notes from page 9 to 90 are an integral part of the consolidated financial statements.
.
5
ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Expressed in thousands of euros) AT DECEMBER 31, 2024 AND 2023
Share capital
In thousands
Premium on
share issuance
EUR000
Other
equity reserves
EUR000
Retained earnings
EUR000
Total equity
EUR000
Share of non-
controlling interest
EUR000
Total equity
EUR000
60
-
-
(54)
6
-
6
Note 17
19.620
-
86.788
-
106.408
101.183
207.591
-
-
-
(5.021)
(5.021)
(4.287)
(9.308)
Note 17
903
366
-
-
1.269
-
1.269
-
-
221
-
221
(2.515)
(2.294)
Note 9
-
-
(297)
-
(297)
(274)
(571)
-
-
(76)
-
(76)
(2.789)
(2.865)
20.583
366
86.712
(5.075)
102.586
94.107
196.693
-
-
-
(3.005)
(3.005)
(1.459)
(4.464)
Note 9
-
-
735
-
735
356
1.091
Note 17 (e)
-
-
4.050
-
4.050
2.794
6.808
-
-
4.785
-
4.785
3.115
7.900
20.583
366
91.497
(8.080)
104.366
95.763
200.129
Balances at January 1, 2023 Non-cash contributions Loss for the year
Capital contribution
Other comprehensive income Effect of translation to presentation currency
Revaluation of Property, plant and equipment
Other comprehensive income Balances at December 31, 2023 Loss for the year
Other comprehensive income
Revaluation of Property, plant and equipment
Effect of translation to presentation currency
Total other comprehensive income Balances at December 31, 2024
The accompanying notes from page 9 to 90 are an integral part of the consolidated financial statements.
.
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ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in thousands of euros)
AT DECEMBER 31, 2024 AND 2023
2024
2023
EUR000
EUR000
Operating activities
Loss for the year
(4.464)
(9.308)
Adjustments to profit or loss:
Interest income
25
(165)
(729)
Interest expense
25
8.263
4.219
Interest on loans relating lease liabilities
25
467
214
Fair value of investment properties measured at fair value through profit or loss
10 and 31
(3.462)
-
Depreciation and amortization
19 and 20
6.180
4.542
Provision for doubtful accounts
7 (vi)
859
5
Recovery of doubtful account
-
(306)
Loss attributable to interest in joint ventures and associates
8
1.745
(229)
Deferred income tax
16
2.669
1.023
Translation effect
4.789
10.449
Other
2.206
(341)
(Increase) decrease in assets:
Loans
(44.832)
-
Trade receivables and other receivables
(3.821)
(8.257)
Taxes recoverable
72
168
Inventories
(161)
214
Prepaid expenses
(823)
66
Increase (decrease) in liabilities:
Trade payables and other payables
4.449
3.270
Payments of low-value and short-term leased assets
11
(1.526)
(918)
Other:
Payment of interest on lease liabilities
11
(302)
(315)
Payment of interest on borrowings, third-party loans and related parties
Net cash and cash equivalents (applied to) derived from operating
(6.820) (728)
activities (34.677) 3.039
The accompanying notes from page 9 to 90 are an integral part of the consolidated financial statements.
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ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Stated in thousands of euros)
AT DECEMBER 31, 2024 AND 2023
2024
2023
EUR000
EUR000
CASH FLOWS FROM INVESTING ACTIVITIES
Investing activities
Loans granted to third parties and related parties
-
(1.999)
Other financial current assets, net
(6.367)
-
Cash paid for new subsidiaries
(1.295)
-
Bank certificates
-
(694)
Collection of loans granted to third parties and related parties
2.376
-
Payment for purchase of items of property, plant and equipment
(3.417)
(2.093)
Payment for purchase of investment properties
(1.367)
(2.529)
Payment for purchase of intangibles
(36)
(687)
Contributions in joint control business and associates
8
(34)
(302)
Cash and cash equivalents applied to investing activities
(10.140)
(8.304)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in borrowings
109.193
27.737
Loans received from third parties and related parties
5.394
140
Payment of borrowings
(50.516)
(23.340)
Payments of lease liabilities
11
(955)
(624)
Payment of borrowings received from third parties and related parties
(11.148)
(2.295)
Cash and cash equivalents provided by financing activities
51.968
1.618
Net increase (decrease) in cash and cash equivalents for the period
7.151
(3.647)
Balance of cash and cash equivalents at beginning of the year
7.072
10.630
Balance of cash and cash equivalents at end of the year
14.223
6.983
Non-cash transactions
Initial recognition of right-of-use assets
1.654
-
Fair value of investment properties
3.462
(4.918)
Revaluation of Property, plant and equipment
1.090
(571)
The accompanying notes from page 9 to 90 are an integral part of the consolidated financial statements.
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ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of euros) AT DECEMBER 31, 2024 AND 2023
BACKGROUND AND ECONOMIC ACTIVITY
Background -
Andino Investments Global, S.A. (hereinafter referred to as the Company) was incorporated on February 3, 2022, in Madrid under the legal name Andino Investment Holding, S.L.
The Company's registered place of business is at Calle José Ortega, 22-24, 5ta planta, Madrid, Spain.
The Company and its subsidiaries are hereinafter referred to as "the Group".
On May 19, 2023, the Company decided to increase the capital via non-monetary contributions of 19,620 thousand euros by issuing and putting into circulation 19,620 thousand shares with a par value of 1 euro each, accounting for 52.01% of Andino Investment Holding S.A.A. for a total of 106,698 thousand euros.
On January 16, 2024, Andino Investments Global, S.A. joined Euronext Access + Paris and began trading on this important stock exchange that operates regulated exchanges in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal. Its 20,582,313 shares were admitted to trading at a reference price of
3.21 euros per share, equivalent to a market capitalization of around 66 million euros
As of March 27, 2024, the subsidiary Andino Investment Holding S.A.A., amortized its capital and number of shares, so that the shares held by the Company accounted for 64.68%.
During 2024, the Company acquired 8,508,337 shares of Andino Investment Holding S.A.A., which accounted for 2.62%, thus consolidating 67.31% of the Company's total share capital.
Economic activity,
The Group is a conglomerate of companies operating mainly in the foreign trade sector, offering infrastructure and airport services, logistics real estate, logistic services and financial services, with operations in Peru and Mexico (Note 2).
Infrastructure and airport services
The Company provides services, such as ground aircraft support, cargo storage terminal, and fixed- base operations, among other services. In addition, by means of the joint business held with third parties, it engages in the exploitation of the rights granted by the Concession Agreement for the design, construction, improvement, conservation and exploitation of the Peruvian Second Group of Airports signed with the Peruvian Government.
Logistics real estate
Implementing real estate projects in general, the construction industry, property purchase and sale and lease, as well as to the administration of such projects
Logistic services
Customs, maritime and shipping agency services, port logistics services, freight forwarding, stevedoring and unstowing and any related activity.
15
Financial services
Goods warehousing under simple and complex warrants, factoring, leasing and providing financing to parties operating in this sector.
Investment management and other services
Consulting services, advisory, technical assistance, start-up, administration, investments in low-risk financial instruments, investment and holding, acquisition and disposal of shares and interest held in other companies, management and any type of service related to the investment.-
At December 31, 2024 and 2023 the Group reported positive working capital of 23.197 thousand euros and negative working capital of 4.947 thousand euros, respectively.
The Group operates under a going concern assumption, and therefore expects to improve working capital in the future as follows:
Growing its airport services operations in the subsidiary Airport services Andinos S.A., which has steadily added new clients to its portfolio, becoming a benchmark in the sector. In addition to the organic growth in Peru, it is expected that the growth of operations in Mexico and recently in Spain with the construction of the Air Cargo Terminal at Adolfo Barajas Airport, will contribute to this goal
Driving the development of its logistics services subsidiaries, Infinia Operador Logístico S.A. and Cosmos Agencia Marítima S.A.C., in line with the positive perspectives related to the growing foreign trade activity.
Growing the loan portfolio granted by its financial services subsidiaries, led by Andino Capital Holding SGFI S.A. In addition, the Group seeks to strengthen its presence in the mutual fund market with the purchase of the mutual fund manager W Capital Holding. The closing of the acquisition transaction is subject to the approval of the Superintendencia de Mercado de Valores (SMV).
Developing and implementing the logistics real estate projects in its subsidiaries Operadora Portuaria
S.A. and Inmobiliaria Terrano S.A..
Finally, the Company evaluates, on an ongoing basis, its own investments or via its other subsidiaries, which enables it to generate sufficient profitability and liquidity to honor its obligations.
Concession agreement -
On September 7, 2010 the joint business comprising the Company and Corporación América Airports S.A. was awarded the tender for the second group of province airports in Peru (originally "Concurso de Proyectos Integrales para la Concesión del Segundo Grupo de Aeropuertos de Provincia de la República del Peru") approved by the governmental investments committee (PROINVERSION en Proyectos de Infraestructura y Servicios Públicos) by means of Supreme Decree 001-2011- MTC published on January 3, 2011.
On January 5, 2011, the Peruvian Government via the Ministry of Transport and Communications (hereinafter MTC) and subsidiary Aeropuertos Andinos del Peru S.A. (hereinafter "AAP") signed a Concession Agreement for the Second Group of Provinces in Peru (hereinafter "the Concession Agreement").
Under the Concession Agreement , the MTC awards the AAP Concession, comprising the design, construction, improvement and exploitation of 6 airports located in provinces in Peru (hereinafter "the Airports") as itemized below:
Aeropuerto Internacional "Alfredo Rodríguez Ballón" de Arequipa (Arequipa Airport).
Aeropuerto "Coronel FAP Alfredo Mendivil" de Ayacucho (Ayacucho Airport).
Aeropuerto Internacional "Inca Manco Capac" de Juliaca (Juliaca Airport ).
Aeropuerto Internacional "Padre Aldamiz" de Puerto Maldonado (Puerto Maldonado Airport).
Aeropuerto Internacional "Coronel FAP. Carlos Ciriani Santa Rosa" de Tacna (Tacna Airport).
15
Aeropuerto de Andahuaylas (*).
(*) This airport has not been granted to AAP by the Grantor due to problems involving occupants around the Airport area.
Major terms of the Concession Agreement are:
Concession Agreement term -
The effective period of the concession is 25 years from the signing date of the Concession Agreement . AAP is entitled to request, at its discretion, one extension or more extensions of the effective period of the concession. The MTC is entitled to extend the effective period of the Concession prior favorable opinion of the relevant regulator (Organismo Supervisor de la Inversión en Infraestructura de Transporte de Uso Público - hereinafter "OSITRAN"). The maximum effective period for the Concession, including all extensions, cannot exceed the maximum term stipulated in the applicable laws and regulations (60 years from the signing date of the Concession Agreement).
Subscribed and paid-in capital -
As established in the Concession Agreement, by the end of the second year of the Concession, AAP met the requirement to have subscribed and paid-in capital of US$6,1 million (equivalent to 5.2 million de euros). In compliance with Peruvian tax and corporate laws, AAP's capital is stated in Peruvian soles.
Regulated rates -
AAP will charge the port and airport service rates and Access charges set out in the Concession, or otherwise the rates to be set by OSITRAN. AAP is entitled ot charge the rates and charges in U.S. dollars or equivalent in local currency at the selling exchange rate prevailing at the date the service is completed. The port and airport service rates cannot be modified before the end of the third year of concession. From the fourth year of concession, AAP will be allowed to charge the rates set by the entity awarded with the concessions for the first group of province airports. According to the Concession Agreement, the rates will be re-adjusted under a rate-adjusting formula set in Clause Ninth of the Concession Agreement . Any changes in rates should be reported to OSITRAN.
Guarantees given to the Grantor -
AAP engaged to provide the Grantor with the guarantees set in the Concession Agreement, which will be released upon partial or full completion of the Concession Agreement
Al December 31, 2024, AAP has set up, via Banco de Crédito del Peru S.A.A. a performance bond of US$4,500 thousand (equivalent to 4,017 thousand euros) maturity on January on 17, 2025 and US$1,000 thousand (equivalent to 893 thousand euros), respectively, in favor of the Grantor, with maturity on January 19, 2025 and February 06, 2025, respectively, as a safeguard in the event the Concession Agreement is rescinded on the grounds of an irregular act by the Operator (Concesionario) under the provisions of the tenth clause of the Concession Agreement.
Also, other guarantees have bene established with Banco de Crédito del Peru of US$240 thousand (equivalent to S/917 thousand) to secure the process of purchasing equipment as stipulated in the Concession Agreement with maturity on February 19, 2025.
Concession termination -
Concession will be considered terminated in the following circumstances:
Expiration of the concession effective period;
Mutual agreement of the parties;
The Company's failure to comply with the contractual obligations set out in clause 15.3 of the
Concession Agreement;
Grantor's failure to comply with the contractual obligations set out in clause 15.4 of the 15
Concession Agreement;
Unilateral decision of the Grantor as stated in clause.5 of the Concession Agreement;
Force majeure or act of God.
15
INFORMATION ON THE GROUP SHAREHOLDING STRUCTURE
a) At December 31, 2024 and 2023, the consolidated financial statements of the Group include the following subsidiaries (the figures of their unconsolidated financial statements are presented in accordance with IFRS and before eliminations, reclassifications and adjustments for consolidation purposes.
Company name
Core activity
Country of
incorporation and headquarters of company
Percentage of
interest (direct and indirect)
2024
Assets Liabilities
2024 2024
Net Equity
2024
Net Equity
2024
Net profit
2024
Controlling
interest
Non-controlling
interest
Controlling
interest
%
EUR000 EUR000
EUR000
EUR000
EUR000
Net loss
2024
No-controlling intere EUR000
Airport services | Peru | 67,31 | 38.719 | 31.356 | 7.363 | 3.576 | 1.346 | 654 |
Airport services | Ecuador | 67,31 | 2 | 15 | (13) | (6) | (3) | (1) |
Airport services | Peru | 67,31 | 31.261 | 21.680 | 9.581 | 4.653 | (1.351) | (656) |
Airport services | Spain | 67,31 | 7.166 | 8.514 | (1.348) | (654) | 1 | 1 |
Airport services | Mexico | 67,31 | 2.201 | 6.786 | (4.585) | (2.227) | (1.817) | (883) |
Airport services | Colombia | 67,31 | 16 | 104 | (88) | (43) | (54) | (26) |
Infrastructure and airport services: Servicios Aeroportuarios Andinos S.A. Servicios Aeroportuarios Andinos S.A. Ecuador
Aeropuertos Andinos del Peru S.A. Servicios Aeroportuarios Andino Global S.L.
Servicios Aeroportuarios Andinos
Mexico S.A. de C.V.
Servicios Aeroportuarios Andinos Colombia S.A.S.
Logistics real estate | ||||||||||
Operadora Portuaria S.A. | Logistics real estate | Peru | 67,31 | 121.425 | 43.483 | 77.942 | 37.853 | 2.194 | 1.066 | |
Inmobiliaria Terrano S.A. | Logistics real estate | Peru | 67,31 | 69.590 | 32.594 | 36.996 | 17.967 | 1.710 | 830 | |
Inversiones Portuarias S.A. | Inverstmentss | Peru | 67,31 | 19.993 | 8.708 | 11.285 | 5.481 | 3.466 | 1.683 | |
Logistics services | ||||||||||
Cosmos Agencia Marítima S.A.C. | Shipping agent and, stevedoring and | Peru | 67,31 | 14.826 | 9.788 | 5.038 | 2.447 | 285 | 139 | |
unstowage | ||||||||||
Infinia Operador Logístico S.A. | Cuustoms agent | Peru | 67,31 | 11.392 | 6.615 | 4.777 | 2.320 | 7 | 3 | |
Multitlog S.A. | Sale, rental and conditioning of | Peru | 67,31 | 963 | 622 | 341 | 166 | (143) | (70) | |
containers | ||||||||||
13 | ||||||||||
Percentage Country of of interest Company name Core activity incorporati (direct and on and indirect) | Assets | Liabilities | Net Equity | Net Equity | Net profit | Net loss |
headquarters 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 |
Controlling interest | Non-controlling interest | Controlling interest | Non-controlling interest | |||
% | EUR000 | EUR000 | EUR000 | EUR000 | EUR000 | EUR000 |
Financial services: General |
of company
Almacenes Financieros S.A.
Andino Capital Holding Sociedad Gestora de Fondos de Inversión S.A.
goods warehouse
Peru | 67,31 | 12.543 | 676 | 11.867 | 5.763 | 316 | 154 |
Peru | 67,31 | 13.434 | 6.552 | 6.882 | 3.342 | 128 | 62 |
Peru | 67,31 | 151 | 59 | 92 | 44 | (1) | (1) |
Peru | 67,31 | 6.313 | 6.254 | 59 | 29 | 47 | 23 |
Peru | 67,31 | 442 | 330 | 112 | 54 | (277) | (135) |
Financial investments
Andino Factoring S.A.C. Financial investments
Andino Leasing S.A. Leasing
Andino Capital Servicer Sociedad Gestora de Fondos de Inversión S.A.
Financial investments
Investment management and others
Holding | Peru | 67,31 | 75.968 | 21.930 | 54.038 | 26.244 | (1.250) | (607) |
Investments | Peru | 67,31 | 869 | 521 | 348 | 169 | 5 | 2 |
Andino Investment Holding S.A.A.
Andino Investment Holding International Inc.
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