Oferta Pública De Adquisición (Anexos Parte 1)

Vemi6n Final

Anexo I

Estados financieros individuales anuales auditados del Ofertante, cerrados al 31

de diciembre de 2025

tDocumento se Incluye en Archivo Separado}

37

Shape the future with confidence

Niaqara Enerqy S.A.C.

Separate financial statements as of December 31, 2025 and 2024 together with the Independent Auditors' Report

Content

Independent Auditor's Report

Separated statement of financial position Separated statement of profit or loss Separated statement of changes in equity Separated statement of cash flows

Notes to the separate financial statements

Tasks,’ vai4‹viâ, Arribas‘B Asocuaas Saledad Civll de R. L

Shape0hefutum

*Wtñconndence

Independent Auditor's Report

To the Stockholders and Board of Directors Niagara Energy S.A.C.

Opinion

We have audited the separate financial statements of Niagara Energy S.A.C. (“the Company"), which comprise the separate statements of financial position as at December 31, 2025, the separate statements of comprehensive income, separate statement of changes in equity and separate statement cash flows for the year ended December 31, 2025, and notes, comprising material accounting policies and other explanatory information.

In our opinion, the accompanying separate financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and its financial performance and its cash flows for the year then ended, in accordance with IFRS accounting standards

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing tISAs) approved for its application in Peru by the Board of Deans of Peruvian Public Accounting Associations. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the separate financial statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards} (IESBA Code) together with the ethical requirements that are relevant to our audit of the separate financial statements in Peru, and we have tuJfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis on separate information

The separate financial statements of Niagara Energy S.A.C. have been prepared in compliance with the legal requirements in force in Peru for the presentation of financial information, as indicated in note 1. These separate financial statements must be read together with the consolidated financial statements of Niagara Energy S.A.C. and Subsidiaries as of December 31, 2025.

Adv. Vfcl0r Andrés

a requip a

Edificjo City Cenfef,

8elaunde z7t, 8asadre 330. Oasadre 350, pi so T3, Torre Sur, Vfctor Larco Herrera, Sede Lambayeque Urb. Santa Mónica. San |sldro San Isidro San Isidro Cerro Colorado Alguel Angel Ouijano Doig. Wanchaq

La Liberlad

Independent Auditor's Report (continuation}

Other Matters

The separate financial statements of Niagara Energy S.A.C. as of and for the year ended December 31, 2024, were audited by other auditors who expressed an unqualified opinion on said financial statements on February 28, 2025.

Responsibilities of management and those charge with governance for the separate financial

statements

Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with IFRSs as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Pesponsibilities for the Audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ISAs 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 of users taken on the basis of these separate financial statements.

Independent Auditor's Report (continuation)

As part of an audit in accordance with ISAs, approved for application in Peru by the Board of Deans of the Colleges of Public Accountants of Peru, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Independent Auditor's Report fcontinuation)

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so, would reasonably be expected to outweigh the public interest benefits of such communication.

Lima, Peru

February Z7, 2026

Countersigned by:

” ardo del Aguila Audit Partner in Charge

C.P.C.C. Register No. 37948

As of December 31, 2025 and 2024

Assets

Current assets

Cash and cash equivalents

Accounts receivable to related parties Tax credit from sales tax

Income tax assets

Prepaid Insurance and expenses Total current assets

Non•current assets Investment in subsidiaries

Accounts receivable to related parties Prepaid insurance and expenses

Total non-current assets Yotal assets

Liabilities Current liabilities

Other financial liabilities Trade accounts payable Other accounts payable

Accounts payable to related parties Total current liabilities

Non•current liabilities Other financial liabilities

Total non-current liabilities Total liabilities

Net equity Capital stock Legal reserve

Retained earnings Total equity

Total liabllities and equity

Note

6

5

7

8

12

7

9

2025

5/000)

9,256

31,756

273

8,169

3,305

52,759

5,099,424

1,113, 177

8,875

6,221,476

6,274,235

187,498

526

2,997

248,799

439,820

4,149,557

4,149.557

4,589,377

1,618, 667

66,191

1,684,858

6,274,235

2024

s/ooo)

12,685

47,667

4,261

1,277

3,203

69,093

5,099.4Z4

1,503,200

11,746

6, 614,370

6, 683,463

139,535

1,319

1

561

141,4 16

4,792,219

4,792,219

4,933,635

1.747,117

Z,711

1,749,828

6,683,463

The accompanying notes are an integral part of thIs separate financial statements.

Niagara Enerqy S.A.C.

Separated statement of profit or loss

For the years ended December 3I, 2025 and 2024

Note

2025

5/{000)

2024

s/‹ooo›

Dividends received from subsidiary Administrative expenses

Operating profit Finance income Finance costs

Net finance cost Profit before tax Profit for the period

6(d)

l0

11

11

492,371

(7,630)

484,741

467,219 f292,769)

174,450

659,191

659,191

587,547

(114,875)

472,672

78526

(548,080)

(469,954)

2,718

2,718

The accompanying notes are an Integral part of this separate financial statements.

Niagara Energy S.A.C.

Separate statement of changes in equity

For the years ended December 3T, 2025 and 2024

8alance as of January 1. Z024 Set income

ToLai comprehensive income oJ the period

Capital increase. note 9(cJ capital reauction. note 9(c)

Balance as of December 3J, 20fl4

Total comprehensive income of the period Dividend 6istributlon. note 9(d)

Capital reduc tion, note 9(b)

number of shares

300

2,230.214.234

T403.097.136'i 1.747. T17.398

stock

2,230.214

T463.09W T.747.117

(128,4S0J

Legal reserve

earnings

- 2,71 $

- 659,191

2.71

2.7 T8

2.230.214

{483.o97)

1.749.B28

659, T9t

609, t9t

T128.450J

Le9al reserve

Balance as of December 31. 20z5

1.618,667,396

66.T9t

66,191

(66.191I

Tfje act ompanying notes are an Integral park of this separale financial statements.

Transactions not representing cash flows and cash equlvalents

Proceeds from bank loans disbursed to the Lima Stock Exchange (BVL)

Exchange rate between declaration and payment of dividends

Exchange rate between declaration and payment of capital reduction

Dividends declared but not paid

Note

6fb)

9(d)

9(bJ

9(d)

2025

sAooo

{6,006)

t3,115)

(247.837J

2024

S/(000)

3,419,773

Niagara Energy S.A.C.

Notes to the separate financial statements

As of December 31, 2025 and 2024

1. Identification and economic activity

{a) Identification -

Niagara Energy S.A.C. (hereinafter "the Company”) is a subsidiary of Niagara Generation S.A.C. As of December 31, 2025, and 2024, Niagara Generation S.A.C. owns 99.99 percent of the Company's share capital (note 10a.

The Company was incorporated on June 23, 2023, in the city of Lima, Peru, beginning its activities on December 12, 2023, and is controlled by the global investment group Actis.

In November z025, a share purchase agreement was signed between Niagara Holdings S.A.R.L. (indirect controlling shareholder) and Inversiones Piuranas S.A.. a company of the Romero Group, for the acquisition of 100% of the shares of Niagara Generation S.A.C. The execution of the share purchase agreement and the subsequent transfer of the shares are subject to certain customary conditions precedent applicable to this type of transaction.

(b) Business activity -

The corporate purpose of the Company is to carry out investment and may directly or Indirectly constitute, acquire or integrate different companies, institutions, foundations, corporations or associations of any nature in Peru and abroad. It may also execute capital investment in any class of personal property and the like, including among other stocks, bonds, equity interests and any other class of transferable securities and other activities.

tc)

Acqulsitlon of subsidiaries -

On May 9, 2024, the Company acquired 92.35 percent of the shares and voting interests in Enel Generación Perú S.A.A. and 99.90 percent of Compañía Energética Veracruz S.A.C., obtalnTng control of both companles. Subsequently, the Company changed the corporate name of Enel Generación Perú S.A.A. to Orygen Perú S.A.A. thereinafter ”Orygen"). In addition, Orygen controls the following subsidiaries: Chinango S.A.C.,

SL Energy S.A.C. and Energética Monzon S.A.C.

Orygen is one of the Company's strategic investments and is principally engaged in the generation and commercialization of electrical energy and power to local private and public companies. Orygen is publicly listed on the Lima Stock Exchange BVL).

Taking control of Orygen will enable the Company to add the largest renewable portfolio in Peru to its energy investments in the region. The acquisition is expected to provide the Company with an increased share of energy generatlon and commercialization market through access to 0rygen‘s operating assets and customer base. The Company also expects to have a leading role in the decarbonisation of the country.

Notes to the separate financial statements continuation)

As of December 30, 2025, and 2024, the Company‘s direct and indirect subsidiaries {together referred to as the ‘Subsidiaries’) are Orygen Perú S.A.A., Compañía Energética Veracruz S.A.C., Chinango S.A.C., Energética Monzón S.A.C. and SL Energy S.A.C. In March 2025 the Company incorporated Orygen Ventures S.A.C., RD5 Solar S.A.C. and Morrope Wind S.A.C. Company's subsidiaries economic activities and percent ownership interest are the following:

Direct Subsldlarles

Orygen Perú S.A.A. tformerly Enel Generación Perú S.A.A.)

Compañfa Energétlca Veracruz S.A.C.

Chinango S.A.C.

SL Energy S.A.C Energética Monzdn S.A.C Orygen Ventures S.A.C.

RDS Solar S.A.C.

Morrope Wind S.A.C.

Business actlvlty

Generation and commercialization of electrical energy and power to local private and public companies

Development of the Veracruz hydroelectric plant located )n the Cutervo, Cajamarca Generation and commercialization of electrical energy and power to local private and public companies

Electrical power project permit management

and advisory services

Development of electricity generation projects Investment activities and development of electricity generation projects

Development of electricity generation projects

Development of electricity generation projects

X Participation As of December 31,

Z02S

99.99%

73.88X

92.34#

92.34%

92.17$

P2i7#

The legal domicile of the Company as well as their administrative office are located at Jr. Paseo del Bosque 500, San Borja, Lima, Peru.

As of December 31, Z025, the Company's subsidiaries are mainly engaged in the generation and commercialisation of electrical energy and power to local private and public companies.

Subsldiary Orygen Perû S.A.A. operates five (5) hydroelectric plants located in the basins of the Santa Eulalia and RÏmac rivers, approximately 50 hm away from Lima city. Thèse power plants have an effective power generation of 600.05 MW. Furthermore, it owns two thermoelectric generation plants, one with an effective power of 415.40 MW, located in Lima city, and another with 477.80 MW, located in Ventanilla. lt also owns two solar power plants located in the province of Mariscal Nieto, in the Moquegua region, with an effective power generation of

259.40 MW, and two wind power plants located in the province of Nazca, in the Ica repion. with

an effective power generation of 309.3 MW. Total effective power reaches 2,061.95 MW.

Subsidiary Chinango S.A.C. operates two (Z) hydroelectric plants, Yanango and Chimay. Yanango is located 280 km northwest of Lima at lote 2 sin San José de Utcuyacu in the district of San Ramon, province of Chanchamayo. On the other hand, Chimay is located 320 km northwest of Lima at s/n Libertad Tingo, in the district of Monobamba, province of JauJa. Both plants are located In the department of Junfn and have an effective power generation of 198.86 IVIW. Subsidiary Compañfa Energética Veracruz S.A.C. owns an electric power generation project.

2

(d) Approval of the separate financial statements -

The separate financial statements as of December 31, 2025, have been authorized for issuance by the Company's Management on February 27, 2026, and are expected to be approved by the General Shareholders' Meeting during the first quarter of 2026.

The separate financial statements as of December 31, 2024, were authorized for issuance by the Company's Management on March 3I, 20Z5.

Balance sheets of subsidiary financial statements

Below we present the balances of the assets, liabilities, equity and profit for the period of the year of the subsidiaries in which the Company has côntrol as of December 31, 2025 and 2024:

Orygen Perú S.A.A. {formerly Compañía Energ+tica Veracruz Enel Generación Perú S.A.A.} S.A.C.

Z Basls of preparatlon, slgniflcant judgements and summary of significant accounting policles

1. Basis of preparation -

   1. Declaration of comp/iance -

      The information contained in these separate financial statements is the responsibility of the Company's Management, which expressly states that the attached separate financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), issued by tfie International Accounting Standards Board (IASB for its acronym in English) effective as of December 31, 2025 and 2024, respectively.

   2. Separate financial statements -

      In accordance with these standards, there is no obligation to prepare separate financial statements; however, in Peru, companies have the obligation to prepare them in accordance with current legal regulations. Because of this, the Company has prepared separate financial statements in accordance with IAS 27 "Consolidated and separate financial statements". The Company also prepares consolidated financial statements in accordance with IFRS 10, which are presented separately. For a correct interpretation of the separate financial statements in accordance with IFRS, these must be read together or with the consolidated financial statements of the Company and its Subsidiaries that are presented separately.

   3. Responsibility for the Information -

      The information contained in these separate financial statements is the responsibility of the Company's Management, which expressly states that the principles and criteria included in the IFRS issued by the IASB and in force as of December 31, 20Z5 and 20Z4, have been fully applied.

      21.4 ivleasurement basis -

      The separate financial statements have been prepared based on historical cost basis, from the accounting records of the Company.

      1. r»ctionaI and presentation currency - ’*

         The accompanying separate financial statements are presented in Soles (functional and presentation currency), and all amounts have been rounded to thousands of Soles (5/000), except where otherwise indicated.

      2. Significant judgments, and Accounting Estimates and Assumptions -

      In preparing these financial statements, the Management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

      Significant estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are prospectively recognized in the period in which the estimates are revised and in any future periods affected.

      2/K6.i

      Judgments -

      Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:

      - Uncertain tax treatment: Estimate of current tax payable and current tax expense in relation to an uncertain tax position (note 2.5.fi)).

      2.1.6. ii Assumptions and esfimafion uncertainties -

      Information about assumptions and estimation uncertainties as of December 31, 2025, and 2024 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities is included in the following notes:

      • Recognition and measurement of provisions and contingencies: Key assumptions about the likelihood and magnitude of an outflow of economic resources (notes 2.5. g) and 2.5.j).

      • Recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax loss carry forwards from previous periods may be utilized {note 2.5.(i)).

      Notes to the separate financial statements (continuation)

      2.1.6. iiiMeasurement of fair value -

      A number of the accounting policies and disclosures of the Company require the measurement of tair values, for both financial and non-financial assets and liabilities.

      In measuring an asset or liability fair value, the Company use observable market data, when possible. Fair values are categorized into different levels in a falr value hierarchy based on the inputs used in the valuation techniques as follows:

      < Level 1: Ouoted funadjustedJ market prices in active markets for identical assets or liabilities.

      Level 2:

      Level 3:

      Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly fi.e. derived from pricesJ.

      Inputs for the asset or liability that are not based on observable marhet data (unobservable inputsJ.

      If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

      The Company recognize transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

2. New accounting standards -

The Company adopted for the first time certain standards and amendments that became effective during the current period.

The following amendment to IFRS is mandatorily effective for annual periods beginning on

January 1, 2025:

New IFRS Mandatory Effective Date

Lach ot Excfiangeability (Amendments to IAS Annual periods beginning on or after January 1, z 1) 2025. Early adoption is permitted.

The Company assessed the application of this amendment and determined that it does nof have

an Impact on the separate financial statements as of December 31, 2025.

13 Accounting pronouncements issued but not yet effective -

The following accounting pronouncements have been issued but are not yet effective for annual periods beginning on or after January 1, 2026, and accordingly have not been applied in the preparation of these separate financial statements. The Company intends to adopt the applicable pronouncements on their respective mandatory effective dates and does not plan to early adopt any of them.

Amendments to IFRS Mandatory Effective Date

Sale or Contribution of Assets between an Investor and its Associate Effective date deferred or Jolnt Venture fAmendments to IFRS 10 and IAS 28) indefinitely.

Classification and Measurement of Financial Instruments Annual periods beginning on or (Amendments to IFRS 9 and IFPS 7) after January , Z026.

Annual Improvements to IFRS Accounting Standards (Amendments to IFRS 1, IFRS 7, IFRS 9. IFRS 10 and IA5 7J

Presentation and Disclosure in Financial Statements IFRS 18)

Subsidiaries without Public Accountability:’ Disclosures {IFPS 19)

Annual periods beginning on or after January T. 2027.

Management expects that the adoption of these standards and amendments will not have a material impact on the Company's separate financial statements.

1. Standards issued but not yet effective - Sustainability reporting -

   The following standards have been issued and are applicable to the preparation of sustainability-related disclosures. Management intends to adopt these standards on their respective mandatory effective dates and does not plan to early adopt them.

   New IFRS SustalnabTlity Standards Mandatory Effective Date

   IFRS l21 - General Requirements for Disclosure of Annual periods deglnning on or after January 1,

   Sustainability-related Financial Information

   IFRS S2 - Climate-related Disclosures

   2024. Early adoption Is permitted provided that

   irRs sz is applied at the same time.

   Annual periods beginning on or after January 1, 20Z4. Early adoption is permitted provided that IFRS S1 is applied at the same time.

   IFRS SI and IFRS S2 are subject to the corresponding local endorsement processes in Peru

   before becoming effective.

   Management expects that the adoption of these standards will not have a material impact on the Company's financial statements.

2. Summary of significant accounting policies -

   1. Cash and cash equivalents -

      Cash and cash equivalents include checking accounts, and term deposits with an original maturity lower than three months.

   2. Financial instruments: Initial recognition and subsequent measurement -

      A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

      (b.:I) Financial assets -

      Li) Recognition and initial measurement -

      Debt instruments initially issued are recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

      A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An account receivable without a significant financing component is initially measured at the transaction price.

      The financial assets of the Company include cash and cash equivalents, other accounts receivable, and accounts receivable from related entities.

      (iiJ Classification and subsequent measurement

      On initial recognition, a financial asset is classified as measured at amortized cost; at fair value through statement of other comprehensive income (FVOCI) - debt investment; at fair value through statement of other

      comprehensive income - equity investment; or at fair value through profit or loss (FVTPLJ.

      Financial assets are not reclassif ied subsequent to their initial recognition unless the Company change their business mode! for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

      A financial asset is measured at amortized cost if both of the following conditions are met and is not measured at FVTPL•

      • The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows.

      • The contractual terms give rise on specified dates - to cash flows that are solely payments of principal and interest on the outstanding principal.

        Business model assessment

        The Company make an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to Management. The information considered includes:

      • The stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether Nanagement's strategy (ocuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets

      • How the performance of the portfolio is assessed and reported to the hey personnel of the Company's Management

      • The risks that affect the performance of the business model (and the financia! assets held within that business model) and how those risks are managed

      • How managers of the business are compensated - e.g., whether compensation is based on the fair value of the assets managed or the contractual cash flows collected

      • The frequency, volume, and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity

      Transfers of financial assets to third parties in transactions that are not qualified for derecognition are not considered sales for this purpose, consistent with the Company continuing recognition of the assets.

      Subseguent measurement and gains and losses

      Financial assets at amortized cost

      Financial assets at fair value through profit or loss

      These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

      These assets are subsequently measured at fair value. Net gains and losses are recognized in profit or loss

      As of December 31, 2025 and 2024, the financial assets of the Company are those presented in the statement of separated financial position under "cash and cash equivalents", "trade accounts receivable from related entities", and "other accounts receivable". They fully belong to ‘amortized cost’.

      (b.2) rinancial liabilities -

      Recognition and initial measurement -

      Financial liabilities are classified as measured at amortized cost or at FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derlvativé, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any*interest expense, are recognized in profit or Toss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest gains and foreign exchange gains and losses are recognized in profif or loss. Any gain or loss on derecognition is also recognized in profit or loss.

      As of December 31, 20Z5 and 2024, the financial liabilities of the Company includes trade accounts payable, other accounts payable, accounts payable to related entities, and other financial liabilities which belonp to ‘amortized cost’. The Company have not recognized any financial liability in the category FVTPL.

      Lb.3)

      Derecognition -Financial assets -

      The Company derecognize a financial asset when the contractual rights to the cash

      flows from the financial asset expire, or they transfer the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or In which the Company neither transfer nor retaln substantially all of the risks and rewards of ownership and they do not retain control of the financial asset.

      Financial liabilities -

      The Company derecognize a financial liability when its contractual obligations are discharged or canceled or expire. The Company also derecognize a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

      On derecognition of a financial liability, the difference between the carrying amount ot the extinguished financial liability and the consideration paid (including any non-cash assets transferred or liabilities assumed) are recognized in profit or loss.

      (b.4) Offsetting -

      Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently have a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

   3. Impairment of assets

      Write-a ff -

      The gross carrying amount of a financial asset is written off when the Company have no reasonable expectations of recovering a financia! asset in its entirety or a portion thereof.

   4. Prepaid insurance and other expenses -

      The criteria adopted for recording these items are as follows:

      • Insurance is recorded at the value of the premium paid for coverage of various assets and are amortized on a straight-line basis over the term of the policies.

      • Prepayments for other services are recorded as an asset and recognized as an expense when the service is rendered.

   5. Investment in subsidiaries -

Investments in its Subsidiaries are recorded under the cost method, considering any impairment identified in the value of tfie investment. The Company determines, at each date of the separate statement of financial position, whether there is objective evidence that the investments in its subsidiaries have lost value. If this is the case. the Company estimates the amount of the impairment as the difference between the fair value of the investments in its subsidiaries and their corresponding carrying value and recognizes the loss in the separate statement of income and other comprehensive income.

The subsidiary is an entity over whicfi the Company has the power to govern its operating and financial policies, generally by owning more than half of its voting shares. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when evaluating whether the Company controls another entity. Dividends are recognized as income in the year in which the distribution or capitalization agreement is tahen, as appropriate.

As of December 31, 2025, the Company maintains control over its subsidiaries Orygen Peru S.A.C. and Compañfa Energética Veracruz S.A.C.

Other financial liabilities -

Other financial liabilities are initially recognized at nominal value, net of transaction or placement costs incurred. Other financial liabilities are subsequently measured at amorlized cost.

Any difference between the cash income met of transaction or placement costs) and the repayment amount is recognized in the statement of income over the period of the other financial liabilities using the effective interest method. Fees paid are recognized as transaction costs of the other financial liabilities to the extent that it is probable that some or all of the financing will be realized. In this case, the fee is deferred until the financing occurs. To the extent that there is no evidence that it is probable that some or all of the financing will not be realized. the fee is capitalized as a prepayment for financing services and is amortized over the period of the financing to which it relates.

Other financial liabilities are removed from the statement of separated financial position when the obligation specified in the agreement is derecognised, cancelled or matures. The difference between the carrying amount of a senior note that has been extinguished or transferred to another party and the consideration paid, including any assets not transferred or liabilities assumed, is recognized in the statement of separated comprehensive income as other finance income or expense.

Other financial liabilities are classified as current and non-current liabilities.

1. Provisions -

   Provisions are recognized when the Company have a present obligation tlegal or constructiveJ as a result of a past event. and when is probable that an outflow of resources will be required to settle the obligation, and it is possible to reliably estimate the amount of the obligation. The provisions are revised on a regular basis and are adjusted to reflect a better estimate as of the date of the statement of financial position.

   The expense related to a provision is presented in the statement of profit or loss. When the effect of time is significant, provisions are discounted at their present value using a rate that reflects the specific risks related to the liability. When discount is made, the increase in the provision, due to the lapse of time, is recognized as a finance cost.

2. Financing cost -

All additional financing costs are recognized as an expense in the period in which they occur. Financing costs consist of interest and other costs that the entity incurs in connection with the funds financed.

Current and deferred income tax -

Income tax expense includes current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.

The Company have determined that interest and penalties related to income tax do not meet the definition of income tax and, consequently, are accounted for under IAS 37 'Provisions, Contingent Liabilities, and Contingent Assets.'

Current income tax -

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to Income taxes, if any. Legal standards and rates used to calculate amounts payable are those effective on the date of the statement of financial position.

Current tax assets and liabilities are offset only if certain criteria are met.

• If the entity has a legally enforceable rlght to set off the recognized amounts; and

• If the entity intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously

Deferred income tax -

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred fax assets are recognized for unused tax losses, tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of the corresponding temporary difference. If the amount of the taxable temporary differences is insufficient to recognize a deferred tax asset, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the separate business plans of the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed by the entity at the end of each reporting period. Also, it will recognize a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

The measurement ot deferred tax will reflect the tax consequences resulting from the manner in which the Company expect, at the reporting date, to recover or settle the carrying amount of their assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met and there are sufficient future benefits for the deferred tax asset to be utilized.

Uncertainty over income tax treatments -

Acceptability of a concrete tax treatment under tax law may be unknown until the corresponding Tax Authorities or justice tribunals make a decision in the future. Consequently, a dispute or inspection of a concrete tax treatment on the part of the Tax Authorities may impact the accounting of an entity of current or deferred tax asset or liability.

If an entity concludes that it is probable that the Tax Authorities will accept an uncertain tax treatment, the entity shall determine such treatment consistently with the tax treatment used or planned to be used in its income tax filings.

If an entity concludes that it is not probable that the Tax Authorities will accept an uncertain tax treatment, the entity shall reflect the effect of uncertainty.

If an uncertain tax treatment affects current tax and deferred tax, an entity shall make consistent judgments and estimates for current and deferred tax.

An entity shall reassess a judgment or estimate required if the facts and circumstances on which the judgment or estimate was based change, or as a result of new information that affects the judgment or estimate. An entity shall reflect the effect of a change in facts and circumstances or the effect of new information as a change in an accounting estimate.

Contingencies -

Contingent liabilities are recognized in the financial statements when it is likely that are confirmed along the time and may be reasonably quantified. Possible contingencies are not recognized in the financial statements but are disclosed in the notes to the financial statements, except when it Is remote that an economic benefit will flow to the Company.

By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The determination of contingencies inherently involves the exercise of judgments and calculation of estimates regarding the outcome of future events.

Contingent assets are not recognized in the financial statements. but they are disclosed in the notes to the financial statements when they degree of contingency is probable.

(k) Foreign currency transactions -

r ctional and presentation currency -

Peruvian sol has been defined as the functional and presentation currency of the Company.

Foreign currency transactions (any currency other than the functional currencyJ are initially translated into the functional currency (soles) using the current exchange rates ruling at the dates of the transactions. This translation is performed based on the exchange rates established by the Banking, Insurance and Pension Plan Agency tSBS for its Spanish acronym).

Monetary assets and liabilities in foreign currency are subsequently adjusted to the functional currency at the effective exchange rate as of the date of the statement of financial situation. Gains or losses on exchange difference arising on the settlement of these transactions and on translating of monetary assets and liabilities in foreign currency at the year-end exchange rates are recognized in the statement of profit or loss.

Non-monetary assets and liabilities in foreign currency - measured based on historical cost - are translated into functional currency at exchange rates on the dates of transactions.

Dividends from Subsidiary -

Dividends are recognized as income when they are declared.

Finance income -

Interest is recognized in proportion to the time elapsed, so as to reflect the effective return on the asset usinp the effective interest rate method.

‹n)

(0)

(pJ

Expense recognition -

Expenses are recognized when accrued and are recorded in the periods to which they relate, regardless of the moment when they are paid.

Issued share capital -

Common shares are classified as equity and are recognized at face value. Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction of the amount received, net of taxes.

Dividend distribution -

Dividend distribution to shareholders is recognized as liabilities in the financial statements in the period they are approved by the Shareholders of the Company.

Subsequent events -

Subsequent events after the closure of the fiscal year providing evidence of the conditions related to the financial situation of the Company as of the date of the Statement of Financial Position €adjustment events) are included in the financial statements. The significant material events that are not adjustment events are exposed to the notes to the financial statements fnote IS).

3 Flnancial risk management

The Company's main financial liabilities include other financial liabilities, trade payables, payables to related parties and other payables. The main purpose of these financial liabilities is to finance the Company's operations. In addition, the Company has cash and cash equivalents, receivables from related parties and other receivables that arise directly from its operations.

Risk ivlanagement Framework

The Company's Management is responsible for managing these risks and taking the necessary actions to mitigate the impacts associated with these risks.

Risk management policies are established to identify and analyze the rishs faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with limits. Risk management policies and systems are regularly reviewed to reflect changes in market conditions and the Company's activities.

The Company, through its standards and procedures, seeks to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Main policies are described as follows:

{a) Credit risk -

Credit risk is the failure of a counterparty to fulfill its obligations under a financial instrument or commercial contract, in a timely manner, and this results in a financial loss.

The Company is exposed to credit risk through its financial activities, including deposits in banks and financial institutions, foreign currency exchange transactions and other financial instruments.

The Company has an established policy to mitigate counterparty risk, using the risk ratings of financial institutions as a reference to building an investment portfolio that diversifies this risk in accordance with the Company*s best practices.

{b) Marhet risk -

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates, interest rates among others. Financial instruments affected by market risk includes bond. ioans and deposits held by the Company.

The sensitivity analyses illustrated in the following sections relate to the position as of December 31.2025 and were prepared based on the amount of net debt, the proportion of fixed and variable interest rates and the proportion of financial instruments in foreign currencies.

1. Interest rate risk

   Floating-rate borrowings may expose the Company to interest rate risk on its cash flows. On the other hand, fixed-rate borrowings may expose the Company to interest rate rish on the fair value of their financial liabilities. The Company holds most of its financial obligations at fixed-rate.

   As of December 31, 2025, 94.98% of the total Company's debt and loans fiave a fixed interest rate (92.408 as of December 3z, 2024). Although the Company has most of its financial obligations at a fixed rate, management considers that this may not generate a risk associated with its fair value since the Company maintains the debt at a competitive interest rate with respect to the market.

2. Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument wlll fluctuate due to changes in exchange rates. The Company's exposure to foreign exchange rish is mainly related to the Company's financing activities.

Management evaluates contracting hedging instruments or assumes the risks associated with fluctuations in the exchange rate. The objective of this policy is to manage the exposure of cash flows to the risk of changes in the exchange rate. The result of maintaining foreign currency balances for the Company as of December 31, 2025 was a net pain of S/ 375,071,000 (net loss of S/ 9,203.000 as of December 31,20241, which is presented in the caption "Exchange rate difference, net" in the statement of separated comprehensive income.

As of December 31, 2025, the balances of financial assets and liabilities denominated in foreign currency are expressed in soles at the exchange rate published by the Superintendency of Banking, Insurance and AFP fSBS) which were S/ 3.368 for sale and S/ 3.358 for purchase (5/3.770 for sale and S/3.758 purchase as of December 31, 2024a, and are summarized as follows:

Exchange rate sensitivity

The following table shows the sensitivity to a reasonably possible change in the exchange rates of the US dollar, assuming that all other variables remain constant. of the

Company's profit before income taxes fdue to changes in the fair value of monetary assets and liabilities):

Change in exchange rates

Effect on profit before Income tax

tc) Liquidity risk -

Management is aware that liquidity risk involves having sufficient cash and cash equivalents and having the possibility of committing and/or havinp committed financing through various sources of credit. The Company has adequate levels of cash and cash equivalents and an available revolving credit facility up to USS 150,000,000.

1. Cash and cash equivalents

   1. The composition of the item is presented below:

      Current accounts (b}

      20Z 5

      s/(ooo)

      9.Z56

      9,256

      ZO24 S/(000)

      12,685

      {b) As of December 31, 2025 and 2024, the Company maintains current accounts in local and international banks denominated in soles and U.S. dollars, which are freely available and earn interest at market rates.

2. Prepaid Insurance and Expenses

   1. The composition of the item is presented below:

      2025

      s/‹ooo›

      Z0Z4

      S/(0oo)

      Representations and guarantees Insurance {b) Other prepaid expenses

      Maturity

      Current

      Non-current (dJ

      11,748

      432

      12, 180

      3,305

      8,875

      IZ, t80

      14.619

      330

      14,949

      3Z03

      11,746

      14,949

      tb) As of December 31, 2025 and Z024, the Company have an “all risk" insurance policies for tfie purpose of co'vering unforeseen losses caused by breaches of the sales contract up to USŞ100 millions. The coverage ends at May 2030.

      	Z025 S/ooo		Z0Z4 S/(0 00}
      Orygen Perú S.A.A. c)	5063.208		5.063.Z08
      Compañfa Energêtica Veracruz S.A.C. (e)	36.Z16
      	5,099, 424		5,099,4Z4

      1. Investments in subsidiaries and associates

         1. The composition of the item is presented below:

      (bJ On /vIay 7, 2024, as a result of the public offering in Lima Stock Exchange (BVL for îts acronym in spanishJ, the Company was awarded 92.35a of Enel Generación Perú S.A.A.‘s share capital. The sale was conducted on May 9, Z024.

      The total purchase price of Enel Generación Perú S.A.A. and Compañfa Energética

      Veracruz S.A.C. was S/ 5,099,424,000, S/ 5,063,208,000 and S/ 36,216,000, respectively,

      which was paid comprising iJ a direct payment in cash by the Company for S/ 1,679,651,000 and

      ii) a payment performed by the syndicated banks of the syndicated loan directly to the Lima stock

      Exchange for S/ 3,419,773,000.

      At General Shareholders* Meeting, held on June 24, 2024, an agreement was reached to change the corporate name of Enel Generación Perú S.A.A. to Orygen Perú S.A.A.

      fc) Corresponds to 2,894,920,816 common shares of Orygen Perú S.A.A., an electric power generation company incorporated in Peru, in which the Company has a 92.35 percent stake in the share capital as of December 31, 20Z5.

      Notes to the separate financial statements tcontinuationJ

      1. As of December 3t, 2025, and 2024, the dividends received from its subsidiary were as follows:

         	As of December 31, ZOZ5	Dlvldend per share
         	S/{000J	S/(000)
         March (Flnal dividend 2024)	162,590	0.056164
         May {First Interim dividend 2025a	L64,999	0.O5b996
         August Second interim dividend 2025a	100,141	0.034592
         October {Thlrd interim dividend 202'5J	64,64T	0.022329
         	492.371
         	As of December 31,
         	2024	Dlvïdend per share
         	5/(000)	S/{000)
         May (Flrst lnterlm dlvldend}	198.580	0.068596
         July (Second interim dividend)		0.057994
         October Cfhird interim dividend)	221.079	0.076368
         	587,547

      2. Corresponds to 37,721,3 I3 common shares of Compafifa Energética Veracruz S.A.C., as of

      December 31, 2025.

      In order to carry out the acquisition of the subsidiaries Orygen Perû S.A.A. and Company Energêtica Veracruz S.A.C.. on March 1, 2024 the Company signed a Syndicated Credit Agreement with local and international financial entities, which consisted of a Loan Term Facilité of up to USS 1,336,000,000 and a Working Capital Facilité of up to USS 50,000,000, both with a variable interest rate SOFR or "ABR" {which was calculated accordinp to the conditions of the Syndicateü Credit Agreement) plus a fixed spread tiered according to the loan‘s maturity from 12 to 60 months. As part of this loan term facilité, the Company recognized as a liability the S/ 3.419,773,000 which was paid directly to the Lima Stoch Exchange (B/L) by the syndicated banks for the purchase of the shares of the subsidiary Orygen Perû S.A.A.

      Under the Syndicated Credit Agreement, on March 1, 2024, the Company obtained financing for USS 907,000,000 and on May 9, 2024, it obtained USS 429,000,000 for a total of USS 1,336,000.OOO (S/ 1,599,665,0001, with a structuring cost of USA 29,6ZO.OOO

      (S/ 77,8Y6,000). This financing was obtained with a SOFR Interest rate plus a tiered spread from 2.50a to 3.00% over a maturity of 60 months with semiannual interest payments and amortization starting September 2025.

      The syndicated loan was cancelled on October 3, 2024, with the funds obtained through the subscription of a US$ 1,200,000,000 Senior notes (Note 7(bJJ and the US$ 100,000,000 credit facility (note 7(cJ).

      19

      (e) Srie composition of the ilem is presented below•

      Gentor unscc ured notee due 2034	52,999		60,4 69		4,016,244				4,069.243
      			60,469				d,496,364
      			79,066		z33,3 t3		295,655
      			79,066						267,8T2

      t•) Current porTTon of Ion erm obligation* includes the alorved and unpaid interesl on The debt. as well pla«emenl and structuring costs paid at Ihe IIme of the transactions end presented new In The other fi«anrlal l1abiIiIies as of IN

      tbJ

      Issue date Interest eo

      paid

      2O2S 2024

      2oz•

      SY(000)

      5/60} S/(@0›

      use

      i.zw.ono.ono aoz‹mzoa 5.746

      52,999 60.A 69

      so.ass 4,016.244

      #,069,24 3

      t•) Current portion ed Corgratt leed debt Inc1•4es ltte acou•d ard uopala interest oti the debt tor S/. 02,9B8 OU$ 16,824), as wefi as plac•m•nt cests pald at the time of tte Iransaction and pr•s•nt n•t In he Corporate 8ooa for s/so,ma,ooo ass is.ess,oooi as or we aaie or inc statement or rinanciai o flu»n.

      (••) Non•current portloa of Norporate 8ond•ebt lnclunes the placemcut costs paI0 at tte time oJ tlne transactlon and present net !n tte m rperat• Bend Ior SJ 27,636.000 mS8 7.427.0 OOHas oJ th• date ct th• stat•ment of J1naac1a1

      On October 3, 2024, the Company obtained financing lor USA z,200.000.000 IS/ 4.465.200,0001 through the subscription of an unsecured senior dond, with placement costs lor USA 8,d00,00o cs/ 31,256,+00'+. This financing was obtained with a fixed interest rate of 5.746d over a mafurify of ISO months with semiannual Interest payments an0 amortization at the end of the contract. These funds were used to cancel tfie syndicated loan plate 9Téj7.

      One Bond indenture contains the following reporting requirements stating at fhe firsr quarter of the acquisition date:

      • unual audited consolidated TinancTaT statemenls in English prepared In accordance with IFPS. together with a summary form management's discussion and analysis of the results of operations and IInanclal condition lor such fiscal year. within 120 calendar days after tfie end of sucfj fiscal year.

      • Ouafterjy unaoa›ed cor›sotTdated fmancia statements in Cngish, ptepa ed on a basis consistent with the acd›tea consotid&eo jinarjcia statement s o4 the Issues ano in accordance with IrRs. together yih a cenlfl

      • An Olr¡cer's Certif¡cate. mom its prTn‹ipal executive officer, principal financial officer or principal accounting officer. stating whether or not to the best Mowledge of the signer thereof tne Issuer Is in compliance r•ilfiout regara loperiods of grace or notice requirements} wifh all conditions and covenants under the Indenture. within T20 calendar days after the end of each fiscal year.

      The Term Loan de0t Is composed as follows:

      2024

      2025

      z0V

      zozs

      zoz4

      DesuJpTTon ol Loan

      Tern Lean F-acuity U5$ TOO.00o,@o October. 8od4 S0Ffi + 2.OOH SemI•anntJal October 2027 T34,499

      z34,499

      is.oss

      79,066

      267,8T2

      On October 3. zo2a. me Company obfalned financing for USA t00,000,000 TS/ 372.100.000) through the subscription of a credit agreement with Banco Santander S.A.. BBYA Securities II4C.. BHP Parlbas

      $ecurit¡es Corp.. Citigroup Global ptarkefs UTC.. Goldman Bachs Bank USA. JPMorgan Chase Bank NO an4 Natizis. New York Branch as Joint Lead Arrangers and Joint Bookrunners. with a structuring cosls of USS

      2. 00.000 {S/ 9,3o2,s0oj. This flnan‹¡ng was obtained w¡th a soFP inlerest rate plus a tiered spread or Z.oo•t over a maturity ol a6 months with semlannual inferesf payments and amortization stating October

      2o2s. Tnjs loan Rogether with the senior notes were used to canceliea syndicated loan used for the acquisition of orygen Perfi S.a.A. fNote sfeJ7. Tfils agreement also includes a revolting cre0lt facility for USS 1TO.o90.o0o. with a SOFR interest rate plus a tiered spread ol 2.z25fi over a maturity of 60 months. As of December 3T. 2024 this credit facility has not been used. Terms and conditions are as follows:

      origin PrN¢lpal amount Initial date W7 Interest pala Maturity he UPS 150,00O.000 Qtober, 2024 S0Ffi * 2.J25fi Sem1-annual September 2029

      As of December 31. 2025 and 2084, the main obligation the Company must fulfill during the term of Ihe loan and revolving credit facility is to maintain a consolidated TCompany and Subsidiaries described In note i› leverage ratio measured as tne ratio of consoi dated net de6t ‹a EBITDA ol: (0 epval to of ess than 4.s0 d ring me period <»mmencing •n tne cl»sln# Oate ana e»dlns nn and ncIuding oecemser 3‹. 2025. ‹ii› equal to or less than $.S0 during the period commencing on January j, 20Z6 and ending on and including 0ecem6er 31. z026. {ili) equal la or less than 5.00 during the period commencing on .January 1. Both ana endlnp on and Including December 31, 202T, Tlyj equal to or less than 4.75 commencing on January T. 2028 and ending on an Tnclurfing December 3 T, 2028, , and tiv'i equal to or less than 4.BO commencing on January z, 2029 and at any time ffierealter. It Is Important to emphasize, however. Ihal desplfe Ihat the financial covenanf calculation must be performed gvarterTy; fhe reporting obTigaflon has annual frequency at the end of I fie fiscal year. Thus, the last reporting requiremenl date would be on oecember 3I, 2o2B.

      As of December 3L, 2024, the Company obtained the following bank loans:

      Obtained Ioans	Currency	Start 8at•
      Syndldied Toan iem ioan ra<>	USD usD	0 g/O5/gO2.• oa/to/zoz<	FOR 6m * 2.55 sort + z.oos	t00,000	372,100

      1,747,1J7

      (67,96O) -

      ozi,si*i

      282, 403

      3,4T9,W3

      J,7*7,117

      t539.01aJ 282,403

      689.191

      64

      ‹a,si3,issj

      • (193.SX)

      - 2,7H. 155

      1. Trade accounts payable

         fa) This caption is made up as follows:

         Headhunters' services b) Provisions for financial services c) Advisory services

         Other

         20Z5 S(000)

         j9

         381

         106

         526

         2024

         s/‹ooo;

         643

         591

         85

         1,319

         {b) It corresponds to headhunting services to search for members of the Executive Committee.

         fcJ It corresponds to the financial audit services and others similar.

      2. Net Equity

      {a) Capital stock -

      As of December 3 1, 2025, the Company's issued capital is represented by 1,618,667,738 fully issued and paid-in common voting shares with a par value of S/ 1.00 each (As of December 31, 2025, the Company's issued capital is represented by 300 fully issued and paid-in common voting shares witfi a par value of S/ 1.00 eachJ. All shares confer equal rights and obligations on their respective holders.

      As of December 31, 2025, the ownership structure of the Company's capital was as follows (see note 1J:

                   2025          

                     2024          

      Number of shares Total

      Number of shares

      Total

      		shareholding			sharehoTdlng
      Niagara Generation S.A.C.	1,6T8,505, 530	99.9		1,746,94 2,685	99.99
      Niagara Holding S.A.R.L.	16t,868	0.01		174,713	0.01
      	1,618,667,398	100		1,747, 117,398	100

      {b) Capital reduction 2025 -

      On June 4, 2025, the General Shareholders' Meeting approved a reduction of the share capital by 5/128,450,000 (equivalent to US$35,000,000) through the return of contributions. The issued share capital was reduced from 5/1,747, 1 17,398 to S/1,618,667,398. The number of shares was reduced from 1,747, 1 17,398 to 1,618, 667,398 and maintained at a par value of S/1.oo.

      1. Capital movements 2024 -

         On March 14, 2024, the General Shareholders' Meeting approved to increase the share capital by issuance of ordinary shares in the amount of S/ 2,230,214,000 (equivalent to USS 607,522,OOOJ with a par value of S/ 1.00 each). The issued share capital increased from S/ 300 to S/ 2,230,214,534. The number of shares increased from 300 to 2,230,214,534.

         On lVIay 16, 2024, the General Shareholders' Meeting approved to reduce the share capital by S/ 223,747,000 (equivalent to US$ 60,018,000) through return of contributions. The issued share capital was reduced from S/ 2,230,214,000 to S/ 2,006,467,000. The number of shares was reduced from 2,230.214,232 to 2,006,467,398 and was maintained at a nominal value of S/ 1.00.

         On December II, 2024, the General Shareholders' Meeting approved to reduce the share capital by S/ 259,350,000 (equivalent to US$ 70,000,0001 through return of contributions. The issued share capital was reduced from S/ 2,006,467,400 to S/ 1,747,117,400. The number of shares was reduced from 2,006.467,398 to 1,747,117,398 and was maintained at a nominal value of S/ 1.00.

      2. Dividend distribution -

         The Company declared dividend in the following dates:

         June (Final dividend 2024)

         June fFirst interim dividend 20Z5J October {Second Interim divldend 2025) December Third interim dividend 2025)

         As of December 31, 2024 the Company did not declared dividends.

         As of December 31.

         B025

         S/{000)

         2.439

         196,404

         149,03 1

         247,83 7

         595,711

         Legal reserve -

         According fo the Business Companies Act, the Company is reguired to allocate at least 10% of its annual net profit to a legal reserve. This allocation is required until the reserve equals 20a of paid-in capital. The legal reserve may be applied to offset losses or may be capitalized.

         At the General Shareholders' Meeting held on March 28, Z025, it was approved to allocate I05 of the available profit for the fiscal year 2024 amounting to S/ 27Z,000 to increase the Iega! reserve. At the General Shareholders' Meeting held on December 31, 2025. it was approved to allocate ION of the available protit for the fiscal year 2025 amounting to S/ 65,919,000 to increase the legal reserve.

         10.	Admlnistratlve expenses fa) This caption Is made up as follows:
         		2025 S(000)		2024 S/{000}
         	Insurance services Nb)	2,871		1,730
         	Third party services c)	2,788		2B,370
         	Credit rating services id)	838
         	Legal advlsory te)	776		77,314
         	Others	357		695
         		7,630		1 y4,875

         fb) It corresponds to the representations and guarantees insurance (RWI insurances contracted for the acquisition of subsidiaries Orygen Peru S.A.A. (formerly Enel Generaci6n Peru S.A.A.) and Compañfa Energética Veracruz S.A.C.

         {c) Corresponds to tax and financial advisory services.

         {d) Corresponds to credit rating evaluation services contracted for the Senior notes issuance.

      3. In 2024 principally corresponds to legal advice for the acquisition of subsidiaries Orygen Perú

      S.A.A. (formerly Enel Generación Perú S.A.A.) and Compañía Energética Veracruz S.A.C.

      1. Finance Income and Costs

         fa) This caption is made up as follows:

         202 5

         S(000)

         Z0Z4

         s/‹oooh

         Finance Income Interest from loan to subsidiary note 12) Interest on bank deposits Exchange difference, net	85,95A 6194 375,0T1		75.397 2,7Z9
         	467,219		78,126
         Finance costs
         Interest on bonds	2S9,691		63,978
         Interest on bank Ioans			200,071
         Other	6,938		17,871
         Commitment fees	3,428		3,052
         Commissions paid for obtaining syndlcated Ioans			111,042
         Loss on derivative financial instruments (b)			142.863
         Exchange difference, net			9.203
         	292,769		548,080

         Notes to the separate financial statements (continuation)

   2. The Company had contracted a hedging instrument to cover the variable rate it had on the syndicated loan; on October 3, 2024, this was cancelled together with the syndicated loan, giving rise to a loss due to this cancellation.

1. Transactions with related parties

   la) As of December 31, 2025 and 2024, receivables from tpayables top related parties consist of:

   	Type	2025 S/000)		2024 St000)
   Accounts recelvables
   other accounts recelvables
   Orygen Perû S.A.A.	Subsidiary	3,695		4,î 34
   Interest
   Orygen Perû S.A.A.	Subsïdiary	28,061		43,533
   Borrowlngs (d)
   Orygen Perû S.A.A.		1,113.177		1,503,200
   		1.144,933		2,550,867
   Matur)ty
   Current				4T,667
   Non-current				T,503,200
   		1.144,933		2,550,867
   Accounts payable
   Niagara Generation S.A.C. {”)	Related	247,872		62
   Orygen Perû S.A.A.	Subsidiary	510		61
   Actis Energy 5 A LP	Related	392		438
   Niagara Holdings S.A.R.L.	Related	25
   		Z48.799		561
   (§ Corresponds to payable dividends.

   1. Parent and ultimate controlling party

      As of December 3I, 2025 and 2024, the ultimate controlling party of the Company is Niagara Investments based in Luxemburgo.

      Notes to the separate financial statements {continuation)

   2. The following significant transactions with affiliates occurred during the years ended December 31, 2025 and 2024:

Notes to the separate financial statements «»ti•v ti •›

fdj Borrowings and interest:

Orygen Perl S.AA-Oiygen Perl S.AA Orygen Perl S.AT

Rate g

SOFfi daily ¢ompou«ded* 2.St tUtD step upsT 38o.0o0 SOA-fi daily compoumI*2.y25s Z.00o

SOfTt daily compovr›d*2.Z25Y 9.Too

2025

1.074,560

6,V16

3L901

A00,000

A00,000

zoza

I.503.200

0n May 9. 2024. tfie date of execution of tfie share purchase agreement between Enel Perii s.A.C. and the Company {Note 17. the Company granled a loan to Orygen Perl 8.é..A. Tformefly EneT C'eneraci6n Perii S.A.A.} to refinance Jts outstanding debt ‹except long term bonus7 at the date of the share purchase agreemenf execution. Lewis and condifions are as lolTous:

- Amount: USS 400.000,000.

• Start date: May 9. 2024.

• Term• s ‹file years. noo•amortizable(March 1, 2oz9›.

  • Interest rale: Daily Compounded sOFg * Applicable ktarqin. The margin wilT increase dvring the term of the loan by 2.50fl for the firsl two years.

  2.75X for fne following two yea+s and 3.OOH for the lasf year.

• Prepayments: OpfTonaT. Iree of commissions or penalties.

28

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