INDEPENDENT AUDITORS' REPORT
TO THE STOCKHOLDERS AND BOARD MEMBERS OF ACOSTA VERDE, S. A. B. DE C. V.
OPINION
We have audited the accompanying consolidated financial statements of Acosta Verde, S. A. B. de C. V. and subsidiaries (the Company), which comprise the consolidated statement of financial position at December 31, 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, which include a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2022, and its financial performance and its cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditors' Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent from the Company in accordance with the Profesional Ethics Code of the Mexican Institute of Public Accountants (Instituto Mexicano de Contadores Públicos, A.C.), and with other ethical requirements applicable to our audits of consolidated financial statements in Mexico. We have fulfilled our other ethical responsibilities in accordance with those requirements and that Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the current year. These matters were considered in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon; therefore, we do not provide a separate opinion on these matters.
Key audit matter | How our audit addressed the key audit matter |
---|---|
RECOVERY OF DEFERRED INCOME TAX ASSET As mentioned in Notes 4 and 25 to the consolidated financial statements, the Company records deferred income tax assets on tax loss carryforwards generated by some subsidiaries; therefore, it tested their recoverability before recognizing them in the financial statements and during the closing and financial reporting process. The subsidiary that mostly records these tax losses generates an important portion of its income through the services of shopping center development, administration of lease agreements, collections management, and specialized professional services provided to related parties, which are eliminated in the consolidation process. We focused on this matter in the course of our audit, mainly due to the following reasons: 1) the materiality of the amount of tax loss carryforwards for $597,971 at December 31, 2022; and 2) the estimate of the recoverable value of deferred assets involves applying significant judgments by the Company's Management in determining income, projections, and future tax results expected by the Company. In particular, we focused our audit efforts on the following key assumptions considered by the Company's Management in estimating future financial and tax projections to assess the recoverability of deferred income tax assets on tax losses: 1) lease income; 2) number of shopping centers to be built or acquired in the next years, which determines the amount of revenue from development or transaction services and the increase in income from administration of lease agreements and collections management; and 3) increases in fees for other specialized professional services provided to related parties. |
As part of our audit, we performed the following procedures:
|
FAIR VALUE OF INVESTMENT PROPERTIES As mentioned in Notes 4 and 15 to the consolidated financial statements, the Company records its investment properties at fair value in the consolidated S statement of financial position. Year-on-year variations in fair value are recorded as profit or loss in the consolidated statement of income. The relevant assumptions and the pertinent valuation method are disclosed in Note 4. We focused on this matter in the course of our audit, due to the following reasons: 1) the materiality of the value of investment properties for $14,333 million Mexican pesos, representing 76% of total assets, and the fact that this is the asset from which the Company's main business activity derives; and 2) the assumptions used in estimating fair value involve applying significant judgments by Management and the independent appraiser. In particular, we focused on the process to determine the cash flows and on the following key assumptions considered by the Company when estimating fair values: discount rate, terminal capitalization rate, direct capitalization rate and rental prices, lease term and square meters. |
As part of our audit, we performed the following procedures:
|
OTHER INFORMATION
Management is responsible for the other information. The other information comprises the annual report presented to Comisión Nacional Bancaria y de Valores (CNBV), which is expected to be made available to us after the date of this auditors' report. The additional information does not include the consolidated financial statements nor this auditors' report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the other information not yet received, we will issue the report required by the CNBV and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and, if required, describe the issue in our report.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS
The Company's Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing as applicable, matters relating to going concern issues 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' RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements taken 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated 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 to prepare the consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists relating to events or conditions that may cast significant doubt on the Company'de that a material uncertainty exists, we are required to draw attention in our auditor' report to the related disclosures in the consolidated 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 consolidated financial statements, including the disclosures in the notes, and whether the consolidated financial statements fairly present the underlying transactions and events.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
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 in the course of 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.
Among the matters that have been communicated to those charged with the Company's governance, we determine those of most significance in the audit of the consolidated financial statements for the current year, which are, consequently, the key audit matters. We describe these matters in this auditors’ report, except for those legal or regulatory provisions that prohibit the public disclosure of the matter or if, in extremely infrequent circumstances, we determine that a matter should not be communicated in our report because adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, S.C.

C.P.C. Felipe Córdova Otero
Audit Partner
Monterrey, N. L., March 3, 2023
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AMOUNTS STATED IN THOUSANDS OF MEXICAN PESOS
Note | 2022 | 2021 | |
---|---|---|---|
CURRENT ASSETS: | |||
Cash and cash equivalents | 6 | $ 3,414,058 | $ 3,554,467 |
Accounts receivable, net | 7 | 20,049 | 29,341 |
Related parties | 8 | 5,145 | 4,830 |
Other accounts receivable | 10 | 1,705 | 3,180 |
Advance payments | 11 | 1,449 | 1,348 |
Incentives to lessees not yet accrued | 1 | 22,221 | 45,557 |
Recoverable taxes | 12 | 143,740 | 166,502 |
Total current assets | 3,608,367 | 3,805,225 | |
NON-CURRENT ASSETS: | |||
Construction in progress | 15 | 49,852 | 49,852 |
Investment properties | 15 | 14,333,500 | 13,702,500 |
Property and equipment, net | 16 | 111,641 | 116,593 |
Restricted cash | 17 | 157,499 | 133,865 |
Incentives to lessees not yet accrued | 1 | 48,323 | 68,726 |
Guarantee deposits | 13 | 24,346 | 23,449 |
Intangible assets | 19 | 4,360 | 3,862 |
Right-of-use asset | 20 | 130,505 | 134,927 |
Derivative instruments | 18 | 113,470 | 62,689 |
Investments in joint ventures | 9 | 200,608 | 193,617 |
Deferred Income Tax | 25 | - | 20,320 |
Total non-current assets | 15,174,104 | 14,510,400 | |
Total asset | $ 18,782,471 | $ 18,315,625 | |
Liabilities and Stockholders' Equity | |||
CURRENT LIABILITIES: | |||
Current debt | 21 | $ 302,493 | $ 260,093 |
Accounts payable and deferred income | 22 | 235,264 | 232,500 |
Lease liabilities | 20 | 17,339 | 17,780 |
Related parties | 8 | - | 6,440 |
Income taxes | 29 | 23,104 | 30,309 |
Total current liabilities | 578,200 | 547,122 | |
NON-CURRENT LIABILITIES: | |||
Non-current debt | 21 | 5,153,508 | 5,417,919 |
Non-current lease liabilities | 20 | 148,984 | 144,214 |
Non-current deferred income | 39,393 | 28,944 | |
Derivative financial instruments | 18 | 42,300 | 42,725 |
Deferred Income Tax | 25 | 1,717,015 | 1,678,370 |
Employee benefits | 23 | 4,686 | 4,119 |
Total non-current liabilities | 7,105,886 | 7,316,291 | |
Total liabilities | 7,684,086 | 7,863,413 | |
STOCKHOLDERS' EQUITY: | |||
Controlling interest: | |||
Capital stock | 24 | 5,925,603 | 5,925,603 |
Premium on issue of stocks | 37,904 | 37,904 | |
Retained earnings | 3,937,636 | 3,418,014 | |
Other equity accounts | (114,943) | (114,943) | |
Other comprehensive income | (2,153) | (2,094) | |
Total controlling interest | 9,784,047 | 9,264,484 | |
Non-controlling interest | 1,314,338 | 1,187,728 | |
Total stockholders' equity | 11,098,385 | 10,452,212 | |
Total liabilities and stockholders' equity | $ 18,782,471 | $ 18,315,625 |
The accompanying notes are an integral part of these consolidated Financial Statements.

Chief Executive Officer

Chief Financial Officer

Controller
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
AMOUNTS STATED IN THOUSANDS OF MEXICAN PESOS
Note | 2022 | 2021 | |
---|---|---|---|
Income from: | |||
Lease of property | 2w | $ 1,161,121 | $ 976,208 |
Sale of property | 2w | - | 92,400 |
Administrative services | 2w | 75,371 | 94,115 |
1,236,492 | 1,162,723 | ||
Operating expenses | 26 | (465,979) | (369,585) |
Administrative and selling expenses | 26 | - | (49,408) |
Cost of investment property sold | 26 | - | (114,300) |
Valuation of investment properties | 15 | 631,000 | 587,087 |
Other income (expenses), net | 27 | 2,974 | (7,408) |
Operating income | 1,404,487 | 1,209,109 | |
Financial income | 28 | 458,448 | 582,581 |
Financial expenses | 28 | (1,027,556) | (803,059) |
(569,108) | (220,478) | ||
Share of profits from joint ventures and associates | 9 | 9,174 | 1,639 |
Income before income taxes | 844,553 | 990,270 | |
Income taxes | 29 | (172,601) | (120,370) |
Net income for the year | 671,952 | 869,900 | |
Other comprehensive income items | |||
Items that will not be reclassified to income: | |||
Remeasurement of labor obligations | 23 | (59) | (4) |
Comprehensive income for the year | $ 671,893 | $ 869,896 | |
Comprehensive income attributable to: | |||
Controlling interest | $ 519,563 | $ 677,508 | |
Non-controlling interest | 152,330 | 192,388 | |
$ 671,893 | $ 869,896 | ||
Basic earnings per share (Mexican pesos) | 2y y 24 | $ 8.65 | $ 11.29 |
Diluted earnings per share (Mexican pesos) | 2y y 24 | $ 6.75 | $ 8.85 |
The accompanying notes are an integral part of these consolidated Financial Statements.

Chief Executive Officer

Chief Financial Officer

Controller
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
AMOUNTS STATED IN THOUSANDS OF MEXICAN PESOS
Note | Capital Stock |
Premium on issue of stocks |
Retained
earnings |
Other equity accounts |
Other comprehensive income |
Total controlling interest |
Non controlling interest |
Total | |
---|---|---|---|---|---|---|---|---|---|
Balances at January 1, 2021 | $ 5,925,603 | $ 37,904 | $ 2,740,502 | $ (114,943) | $ (2,090) | $ 8,586,976 | $ 1,025,527 | $ 9,612,503 | |
Distribution of profits | 24 | - | - | - | - | - | - | (30,187) | (30,187) |
Comprehensive income for the year | 2u | - | - | 677,512 | - | (4) | 677,508 | 192,388 | 869,896 |
Balances at December 31, 2021 | 5,925,603 | 37,904 | 3,418,014 | (114,943) | (2,094) | 9,264,484 | 1,187,728 | 10,452,212 | |
Distribution of profits | 24 | - | - | - | - | - | - | (25,720) | (25,720) |
Comprehensive income for the year | 2u | - | - | 519,622 | - | (59) | 519,563 | 152,330 | 671,893 |
Balances at December 31, 2022 | $ 5,925,603 | $ 37,904 | $ 3,937,636 | $(114,943) | $ (2,153) | $ 9,784,047 | $ 1,314,338 | $ 11,098,385 |
The accompanying notes are an integral part of these consolidated Financial Statements.

Chief Executive Officer

Chief Financial Officer

Controller
CONSOLIDATED STATEMENTS OF CASH FLOWS - INDIRECT METHOD
AMOUNTS STATED IN THOUSANDS OF MEXICAN PESOS
Note | 2022 | 2021 | |
---|---|---|---|
Cash flows provided by operating activities: | |||
Consolidated income, net | $ 671,893 | $ 869,896 | |
Adjustments: | |||
Depreciation and amortization | 26 | 27,899 | 28,523 |
Impairment of receivables from customers | 7 y 26 | (4,290) | (24,988) |
Net loss on land sold | - | 21,900 | |
Impairment of construction in progress | 27 | - | 17,376 |
Deferred Income Taxes | 29 | 172,576 | 120,370 |
Fair value of investment properties | 15 | (631,000) | (587,087) |
Share in profits/losses of associated companies and trusts | 9 | (9,174) | (1,639) |
Employee benefits | 568 | (1,255) | |
Interest earned | 28 | (74,002) | (27,937) |
Interest and commission charges | 28 | 532,733 | 471,701 |
Subtotal | 635,997 | 760,853 | |
Changes in: | |||
Accounts receivable, net | 13,581 | 66,316 | |
Other accounts receivable | 1,612 | 1,545 | |
Incentives to lessees not yet accrued | 43,739 | 5,987 | |
Related parties | (6,756) | 6,653 | |
Advance payments | (101) | 3,740 | |
Recoverable taxes | 22,762 | 132,495 | |
Recoverable taxes | (897) | (1,031) | |
Accounts payable and deferred income | 13,078 | (91,197) | |
Income taxes | (120,817) | (63,789) | |
Net cash flows provided by operating activities | 602,198 | 821,572 | |
Investing activities | |||
Acquisition of investment properties | - | (10,193) | |
Interest and profits collected | 28 | 74,002 | 27,937 |
Profits received from joint venture | 9 | 2,183 | 8,184 |
Sale of property | 14 y 15 | - | 92,400 |
Acquisitions of property and equipment and intangibles | 16 y 19 | (13,505) | (13,347) |
Investment in joint venture interests | - | (1,107) | |
Net cash flows provided by or used in investing activities | 62,680 | 103,874 | |
Financing activities | $ | $ | |
Contributions from non-controlling interest | 24 | - | - |
Distribution of profits to Trustors-Trustees | 24 | (25,720) | (30,187) |
Loans received from financial institutions | 21 | - | 294,089 |
Payment of bank loans | 21 | (87,803) | (319,952) |
Payment of other loans | (4,939) | (1,721) | |
Payment of stock certificates | 21 | (136,022) | (126,330) |
Interest and commissions paid | 28 | (509,662) | (433,476) |
Leases | 20 | (1,680) | - |
Principal payments on leases | 20 | (15,095) | (17,359) |
Premium on derivative instruments | - | (2,190) | |
Interest paid on derivative instruments | 28 | (733) | (21,361) |
Restricted cash | 7 | (23,633) | (14,284) |
Net cash flows used in or provided by financing activities | (805,287) | (672,771) | |
(Decrease) Increase in cash and cash equivalents, net | (140,409) | 252,675 | |
Cash and cash equivalents at the beginning of year | 3,554,467 | 3,301,792 | |
Cash and cash equivalents at the end of year | $ 3,414,058 | $ 3,554,467 |
The accompanying notes are an integral part of these consolidated Financial Statements

Chief Executive Officer

Chief Financial Officer

Controller