Full Press Release Details
To the Shareholders of
46A, avenue J.F. Kennedy
REPORT OF THE REVISEUR D'ENTREPRISES
We have audited the separate financial statements
of Auna S.A. (the "Company"), which comprise the separate statement of financial position as at 31 December 2023, and the
separate statement of comprehensive income, separate statement of changes in equity and separate statement of cash flows for the year
then ended, and notes to the separate financial statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying separate financial
statements give a true and fair view of the financial position of the Company as at 31 December 2023, and its financial performance and
its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.
We conducted our audit in accordance with the Law
of 23 July 2016 on the audit profession (the "Law of 23 July 2016") and with International Standards on Auditing ("ISAs")
as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities
under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the Responsibilities of
"Reviseur d'Entreprises agree" for the audit of the separate financial statements section of our report. We
are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg
by the CSSF together with the ethical requirements that are relevant to our audit of the separate financial statements, and have fulfilled
our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
We draw you attention to the fact that we have
not audited the corresponding figures of the Company as at 31 December 2022 and for the period then ended, or any of the related notes,
and accordingly, we do not express an opinion on them.
The annual accounts of the Company as at and for
the period ended 31 December 2022 were prepared and presented in accordance with Luxembourg legal and regulatory requirements and were
published on the Trade and Companies Register on 2 August 2023. For comparative purposes, the corresponding figures of the Company as
at 31 December 2022 have been adjusted since the Company applied IFRS Accounting Standards as adopted by the European Union for the preparation
and presentation of its separate financial statements as at 31 December 2023.
the Board of Directors for the separate financial statements
The Board of Directors is responsible for the preparation
and fair presentation of the separate financial statements in accordance with IFRS Accounting Standards as adopted by the European Union,
and for such internal control as the Board of Directors 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,
the Board of Directors 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 the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
the Reviseur d'Entreprises agree for the audit of the separate financial statements
The objectives of our audit 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 a report of the "Reviseur d'Entreprises agree" that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with IS As as adopted
for Luxembourg by the CSSF w 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.
As part of an audit in accordance with the Law
of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
We communicate with the Board of Directors 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.
Separate Financial Statements
| Contents | Page |
| Separate Statement of Financial Position | 1 |
| Separate Statement of Comprehensive Income | 2 |
| Separate Statement of Changes in Equity | 3 |
| Separate Statement of Cash Flows | 4 |
| Notes to the Separate Financial Statements | 5 - 47 |
| Auna S.A. |
| Separate Statement of Financial Position |
| As of December 31, 2023 |
| In thousands of soles | Note | 2023 | 2022 | In thousands of soles | Note | 2023 | 2022 | |
| Assets | Liabilities | |||||||
| Current assets | Current liabilities | |||||||
| Cash and cash equivalents | 4 | 5,038 | 185 | Loans and borrowings | 10 | 27,437 | - | |
| Other assets | 6 | 40,409 | 252 | Trade accounts payable | 11 | 21,248 | 643 | |
| Other accounts receivable from related parties | 5 | 238,353 | - | Other accounts payable | 12 | 25,047 | - | |
| Total current assets | 283,800 | 437 | Other accounts payable to related parties | 5 | 1,445,713 | 1,806 | ||
| Total current liabilities | 1,519,445 | 2,449 | ||||||
| Non-current assets | ||||||||
| Derivative financial instruments | 7 | 30,468 | - | Non-current liabilities | ||||
| Other assets | 6 | 2,113 | - | Loans and borrowings | 10 | 1,601,582 | - | |
| Other accounts receivable from related parties | 5 | 873,918 | - | Other accounts payable | 12 | 35,065 | - | |
| Investments in subsidiaries | 8 | 2,274,534 | - | Other accounts payable to related parties | 5 | 1,517 | - | |
| Deferred tax | 9 | 1,378 | - | Total non-current liabilities | 1,638,164 | - | ||
| Total non-current assets | 3,182,411 | - | Total liabilities | 3,157,609 | 2,449 | |||
| Equity | 13 | |||||||
| Share capital | 8,820 | 191 | ||||||
| Other capital reserves | 448,308 | - | ||||||
| Retained losses | (148,526) | (2,203) | ||||||
| Total equity | 308,602 | (2,012) | ||||||
| Total assets | 3,466,211 | 437 | Total liabilities and equity | 3,466,211 | 437 |
The accompanying notes on pages 5 to 47 are
an integral part of these separate financial statements.
| Auna S.A. |
| Separate Statement of Comprehensive Income |
| For the year ended December 31, 2023 |
| In thousands of soles | Note | 2023 | From April 25 to December 31, 2022 |
| Dividend income | 8 | 1,343 | - |
| Gross profit | 1,343 | - | |
| Administrative expenses | (8,653) | (2,261) | |
| Loss from operating activities | (7,310) | (2,261) | |
| Finance income | 14 | 63,420 | 58 |
| Finance cost | 14 | (197,118) | - |
| Net finance cost | (133,698) | 58 | |
| Loss before tax | (141,008) | (2,203) | |
| Income tax expense | 15 | (8,990) | - |
| Loss for the period | (149,998) | (2,203) | |
| Other comprehensive income | 7 | ||
| Items that are or may be reclassified subsequently to profit or loss for the period | |||
| Cash flow hedges | 3,060 | - | |
| Income tax | (1,892) | - | |
| Other comprehensive income, net of tax | 1,168 | - | |
| Total comprehensive loss for the period | (148,830) | (2,203) |
The accompanying notes on pages 5 to 47 are
an integral part of these separate financial statements.
| Auna S.A. |
| Separate Statement of Changes in Equity |
| For the year ended December 31, 2023 |
| In thousands of soles | Note | Share capital (note 13.A) | Merger Reserve (note 13.B) | Other capital reserves (note 13.B) | Cost of hedging reserve (note 13.C) | Hedging reserve (note 13.D) | Retained (losses) earnings | Total equity |
| Balance as of April 25,2022 | - | - | - | - | - | - | - | |
| Capital contribution | 191 | - | - | - | - | - | 191 | |
| Loss for the period | - | - | - | - | - | (2,203) | (2,203) | |
| Total comprehensive loss for the period | 191 | - | - | - | - | (2,203) | (2,012) | |
| Balance as of December 31, 2022 | 191 | - | - | - | - | (2,203) | (2,012) | |
| Balance as of January 1,2023 | 191 | - | - | - | - | (2,203) | (2,012) | |
| Loss for the period | - | - | - | - | - | (149,998) | (149,998) | |
| Other comprehensive income for the period | - | - | - | 20,854 | (19,686) | - | 1,168 | |
| Total comprehensive loss for the period | - | - | - | 20,854 | (19,686) | (149,998) | (148,830) | |
| Merger by absorption | 13.B | 8,629 | 452,404 | - | - | - | - | 461,033 |
| Transition after Merger transaction | 13.B | - | - | 12,060 | (7,462) | (9,862) | - | (5,264) |
| Equity-settled share-based payment | - | - | - | - | - | 3,675 | 3,675 | |
| Total transaction with owners of the Company | 8,629 | 452,404 | 12,060 | (7,462) | (9,862) | 3,675 | 459,444 | |
| Balance as of December 31, 2023 | 8,820 | 452,404 | 12,060 | 13,392 | (29,548) | (148,526) | 308,602 |
The accompanying notes on pages 5 to 47 are
an integral part of these separate financial statements.
| Auna S.A. |
| Separate Statement of Cash Flows |
| For the year ended December 31, 2023 |
| In thousands of soles | Note | 2023 | From April 25 to December 31, 2022 |
| Cash flows from operating activities | |||
| Loss for the period | (149,998) | (2,203) | |
| Adjustments for | |||
| Equity-settled share-based payment transactions | 3,675 | - | |
| Finance costs | 14 | 197,118 | - |
| Finance income | 14 | (63,420) | (58) |
| Dividend income | (1,343) | - | |
| Income tax | 15 | 8,990 | - |
| Net changes in assets and liabilities | |||
| Other assets | (4,572) | (252) | |
| Trade accounts payable and other accounts payable | (8,816) | 2,507 | |
| Cash used in operating activities | (18,366) | (6) | |
| Income tax paid | (104) | - | |
| Interest received | 8,807 | - | |
| Net cash used in operating activities | (9,663) | (6) | |
| Cash flows from investing activities | |||
| Loans to related parties | 5 | (98,688) | - |
| Repayment of loans to related parties | 5 | 282,108 | - |
| Purchase price adjustment paid | 8 | (1,368) | - |
| Dividends received from subsidiaries | 8 | 1,343 | - |
| Net cash from investing activities | 183,395 | - | |
| Cash flows from financing activities | |||
| Proceeds from borrowings from related parties | 5 | 78,117 | - |
| Repayment of borrowings from related parties | 5 | (70,907) | - |
| Proceeds from borrowings | 10 | 497,428 | - |
| Repayment of loans and borrowings | 10 | (565,195) | - |
| Capital contribution from shareholders | - | 191 | |
| Interest paid | 10 | (89,792) | - |
| Payment of derivative premiums | (15,906) | - | |
| Penalty paid for debt prepayment | 10 | (13,845) | - |
| Net cash (used in) from financing activities | (180,100) | 191 | |
| Net decrease in cash and cash equivalents | (6,368) | 185 | |
| Cash and cash equivalents at beginning of year | 185 | - | |
| Cash and cash equivalents from merger by absorption | 13.B | 7,950 | - |
| Exchange difference on cash and cash equivalents for the period | 3,271 | - | |
| Cash and cash equivalents at end of year | 5,038 | 185 | |
| Transactions not representing cash flows | |||
| Offsetting of accounts receivable from and payable to related parties | 13.B | 65,672 | - |
| Capitalization of granted loans | 5 & 8 | 2,500 | - |
The accompanying notes on pages 5 to 47 are
an integral part of these separate financial statements.
| Auna S.A. |
| Notes to the Separate Financial Statements |
| December 31, 2023 |
Auna S.A. (hereinafter the "Company" or "Auna")
is a subsidiary of Enfoca Group (ultimate controlling party), which holds a share capital of 72.93%. The Company is the controlling parent
of a group of operating and pre-operating companies focused on the healthcare sector.
Auna S.A., as a Company, was incorporated on April 25, 2022, and organized
under the laws of Luxembourg as a Soci t anonyme for an unlimited period.
The Company is a limited liability company incorporated and existing
under the laws of the Grand Duchy of Luxembourg, with its registered office located at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand
Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under the number B267590. On July 6, 2023, the Company
carried out a merger with
Auna S.A.A., a company that had been incorporated in 2008 in Peru as an openly held corporation, with Auna S.A. being the surviving entity.
The financial year of the Company starts on January 1 and ends on December 31.
The corporate objects of the Company are to hold, directly or indirectly,
equity or other interests in other persons, including its Subsidiaries, and take all actions as are necessary or useful to realize these
objects, which include:
The objects and powers described above are to be interpreted in their
broadest sense and any transaction or agreement which is entered into by the Company that is not inconsistent with the foregoing objects
or powers will be deemed to be within the scope of such objects or powers.
| Auna S.A. |
| Notes to the Separate Financial Statements |
| December 31, 2023 |
Since the 1 June 2022, the Company has a branch in Peru, named "AUNA
S.A. Sucursal del Peru", which was established and exists in accordance with Peruvian law and is registered in Electronic File No.
15046188 of the Registry of Entities of Lima with domicile in Avenida Rep blica de Panama 3461, Lima, Peru. This Peruvian branch
is an independent branch with a separate bookkeeping and bank account. The Company assigned a capital of USD 10,000 to the Branch and
its activities in Peru.
B. Approval of separate
financial statements
The Company's separate financial statements as of and for the