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:

  • We analyzed whether Management applied its previously defined internal process to prepare projections, and whether they are consistent with historical trends and the plans previously approved by Management.
  • Regarding lease income, we compared the actual results of the current year with the figures budgeted for this year in the previous fiscal year, in order to evaluate whether the related assumptions included in the projections could be considered highly optimistic.
  • We compared projected lease income with that considered in the process of valuation of the pertinent investment property.
  • We evaluated income from the services of administration of lease agreements, collections management and development of new shopping centers for the Group based on the percentages and fees agreed upon between related parties and on the new developments projected as per the plans approved by Management.
  • We evaluated and considered Company's Management representations about the number of shopping centers to be built or acquired in the next years and compared them with the evidence available, the organic growth expected at group level over the next years, the Company's installed capacity resources, its past experience in implementing growth plans, and market trends.
  • We compared the increases in fees for other specialized professional services provided to related parties with the amount considered as taxable income of the subsidiary in the determination of current income tax and evaluated its tax treatment.
  • Also, we verified that tax loss carryforwards are still valid and most expire in a long term.
  • For the purpose of evaluating the disclosures made by the Company on these assumptions, we discussed the sensitivity analysis with Management and estimated to what extent the assumptions should be modified for additional impairment to be applicable.


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:

  • We understood and evaluated the design and operation of the controls implemented by Management in the process of investment properties' valuation.
  • We compared the model applied in the determination of the fair value of investment properties with methods used and acknowledged in the industry for the valuation of assets with similar characteristics.
  • With the assistance of our valuation specialists, we compared the discount rate, terminal capitalization rate and direct capitalization rate with comparable market rates for the investment properties portfolio.
  • We compared with the prior year the fair value for the year, the net operating profit for the base year of the financial projection, and the occupancy rate of investment property.
  • We checked the revenues (rental prices) for current and future years, lease terms and square meters considered to prepare the cash flows projections, against the terms of the agreements in effect, including consideration of the inflation adjustment.
  • In addition, we assessed the consistency of the information disclosed in the notes to the financial statements with the information provided by the Company's Management, as described above.


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

ACOSTA VERDE, S. A. B. DE C. V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

DECEMBER 31, 2022 AND 2021
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.

Lic. Jesús Adrián Acosta Castellanos
Chief Executive Officer
Ing. Edgar René Maldonado de los Reyes
Chief Financial Officer
Lic. Rosalinda Fernández Castillón
Controller

ACOSTA VERDE, S. A. B. DE C. V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021
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.

Lic. Jesús Adrián Acosta Castellanos
Chief Executive Officer
Ing. Edgar René Maldonado de los Reyes
Chief Financial Officer
Lic. Rosalinda Fernández Castillón
Controller

ACOSTA VERDE, S. A. B. DE C. V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021
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.

Lic.J esús Adrián Acosta Castellanos
Chief Executive Officer
Ing. Edgar René Maldonado de los Reyes
Chief Financial Officer
Lic. Rosalinda Fernández Castillón
Controller

ACOSTA VERDE, S. A. B. DE C. V. AND SUBSIDIARIAES

CONSOLIDATED STATEMENTS OF CASH FLOWS - INDIRECT METHOD

YEARS ENDED DECEMBER 31, 2022 AND 2021
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

Lic. Jesús Adrián Acosta Castellanos
Chief Executive Officer
Ing. Edgar René Maldonado de los Reyes
Chief Financial Officer
Lic. Rosalinda Fernández Castillón
Controller