Andino Inversiones Global SaEURONEXT: MLAIG

Consolidated Annual Accounts 2024 (English/Spanish)

· Issued by Andino Inversiones Global SA

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.

    1

  • 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.

    3

    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:

  1. 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.

  2. 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.

    6

    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.

    .

    6

    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.

    7

    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.

    8

    ANDINO INVERSIONES GLOBAL, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (Expressed in thousands of euros) AT DECEMBER 31, 2024 AND 2023

    1. 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:

      1. 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

      2. 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.

      3. 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).

      4. Developing and implementing the logistics real estate projects in its subsidiaries Operadora Portuaria

        S.A. and Inmobiliaria Terrano S.A..

      5. 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:

        1. 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).

        2. 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.

        3. 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.

        4. 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.

        5. Concession termination -

          Concession will be considered terminated in the following circumstances:

          1. Expiration of the concession effective period;

          2. Mutual agreement of the parties;

          3. The Company's failure to comply with the contractual obligations set out in clause 15.3 of the

            Concession Agreement;

          4. Grantor's failure to comply with the contractual obligations set out in clause 15.4 of the 15

            Concession Agreement;

          5. Unilateral decision of the Grantor as stated in clause.5 of the Concession Agreement;

          6. Force majeure or act of God.

      15

    2. 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.

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