TABLE OF CONTENTS
Presentation of Financial and Other Information
Cautionary Statement Regarding Forward-Looking Statements
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
A.
B.
C.
D.
Item 4. Information on the Company
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
E.
Item 6. Directors, Senior Management and Employees
F.
Item 7. Major Shareholders and Related Party Transactions
Item 8. Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
G.
H.
I.
J.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Item 12. Description of Securities Other than Equity Securities
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrant’s Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 16J. Insider Trading Policies
Item 16K. Cybersecurity
PART III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Definitions
The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; the term “Mexican peso” and the symbol “MXN” refer to the legal currency of Mexico; the term “sol” and the symbol “S/” refer to the legal currency of Peru; the term “Colombian peso” and the symbol “COP” refer to the legal currency of Colombia; and the term “euro” and the symbol “EUR” refer to the legal currency of the European Monetary Union.
All references to “EPS” and “EPSs” in this annual report are to Entidades Proveedoras de Salud in Peru or Entidades Promotoras de Salud in Colombia, as the context requires. EPSs in Peru are private health insurance companies that provide EPS plans, a type of private insurance plan funded through a percentage of contributions to Seguro Social de Salud del Perú (“EsSalud”), the social security regime in Peru. EPSs in Colombia are institutions responsible for collecting and managing funds contributed to the social security system in Colombia by employers and employees and for providing the general and mandatory health insurance plans in Colombia. All references to “IPS” and “IPSs” in this annual report are to Instituciones Prestadoras de Servicios de Salud, which include hospitals, private clinics, medical centers, private consultation facilities and dental hospitals, among others. Some private IPSs are directly controlled by EPSs.
Unless otherwise defined herein, all references to “Enfoca” in this annual report are to Enfoca Sociedad Administradora de Fondos de Inversión S.A., a corporation (sociedad anónima) and/or to the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A., as the context requires.
Change of Corporate Name and Form
Prior to July 6, 2023, we were incorporated in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, we redomiciled to Luxembourg by way of a merger with Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, with Auna S.A. continuing as the surviving entity.
In this annual report, “Auna,” the “Company,” “our company,” “we,” “us” and “our” may refer, as the context requires, to Auna S.A. and its consolidated subsidiaries after giving effect to the merger or to Auna S.A.A. and its consolidated subsidiaries prior to the merger.
Financial Statements
Our consolidated financial statements included in this annual report have been prepared in soles. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRS Accounting Standards). Our financial information contained in this annual report includes our audited consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023.
Our fiscal year ends on December 31. References in this annual report to a fiscal year refer to our fiscal year ended on December 31 of that calendar year.
Currency Translations
We have translated some of the sol amounts contained in this annual report into U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate sol amounts to U.S. dollars was S/3.363 to US$1.00, which was the exchange rate reported on December 31, 2025 by the Peruvian Superintendencia de Banca, Seguros y AFPs (“SBS”). We have also translated certain Colombian peso amounts contained in this annual report into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Colombian peso amounts to Peruvian soles was COP1,118.18 to S/1.00 and the rate used to translate Colombian peso amounts to U.S. dollars was COP3,757.08 to US$1.00, which in each case was the exchange rate reported on December 31, 2025 by the Central Bank of Colombia (Banco de la República). We have also translated certain Mexican peso amounts contained in this annual report into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Mexican peso amounts to Peruvian soles was MXN5.3536 to S/1.00 which was the exchange rate reported on December 31, 2025 by the Mexican Central Bank (Banco de México) and the rate used to translate Mexican peso amounts to U.S. dollars was MXN17.9528 to US$1.00, which was the exchange rate reported on December 31, 2025 by the Mexican Central Bank (Banco de México) and published in the Mexican Federal Official Gazette (Diario Oficial de la Federación). These translations are provided solely for convenience of investors and should not be construed as implying that the soles, Colombian pesos, Mexican pesos or other currency amounts represent, or could have been or could be converted into, U.S. dollars or Peruvian soles, as applicable, at such rates or at any other rate.
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Rounding
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.
In preparing our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025, 2024 and 2023, numerical figures are presented in thousands of Peruvian soles, unless otherwise noted.
The aggregations of figures derived from our financial statements may be computed using the corresponding figure expressed in thousands of Peruvian soles in our financial statements rather than being calculated on the basis of the financial information that has been subjected to rounding adjustments in this annual report.
Non-GAAP Financial Measures
We use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio, which are non-GAAP financial measures, in this annual report. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.
We calculate EBITDA as profit (loss) for the period plus income tax expense, net finance cost and depreciation and amortization. EBITDA is a key metric used by management and our board of directors to assess our financial performance. We calculate Segment EBITDA as segment profit before tax plus net finance cost and depreciation and amortization. We calculate Adjusted EBITDA as profit (loss) for the period plus income tax expense, net finance cost, depreciation and amortization, pre-operating expenses for projects under construction, business development expenses for expansion into new markets, change in fair value of earn-out liabilities and stock-based consideration. We calculate EBITDA Margin as EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Net Income as profit (loss) for the period plus pre-operating expenses for projects under construction, business development expenses for expansion into new markets as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico, change in fair value of earn-out and liabilities, and investments, stock-based consideration, personnel non-recurring compensation, non-cash and non-recurring financial costs and allocated tax effects. We calculate Adjusted Net Income Margin as Adjusted Net Income divided by total revenue from contracts with customers. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Leverage Ratio as (i)(x) current and non-current loans and borrowings plus (y) current and non-current lease liabilities minus (ii) cash and cash equivalents, divided by (iii) Adjusted EBITDA.
We present EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, management and our board of directors use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio to assess our financial performance and believe they are helpful in highlighting trends in our core operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding the growth of our business.
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EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio are not measures of operating performance under IFRS Accounting Standards and have limitations as analytical tools. You should not consider such measures either in isolation or as substitutes for analyzing our results as reported under IFRS Accounting Standards. Additionally, our calculations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies. For reconciliations of EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin, and Adjusted EBITDA Margin to profit (loss) for the period and Segment EBITDA to segment profit (loss) before tax for the period, in each case, the most directly comparable IFRS Accounting Standards measure, see “Item 5A. Operating and Financial Review and Prospects—Operating Results—Key Performance Indicators—Reconciliation of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio.”
Medical Loss Ratio
We use medical loss ratio (“MLR”), in this annual report. MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans. We believe that MLR is an important measure of our operating performance in our healthcare coverage business as it is an indicator of the percentage of payments under our oncology plans that is used for medical treatment as compared to administrative costs and is widely used in the healthcare industry as a measure of operating efficiency.
Industry, Market and Benchmarking Data
We make estimates in this annual report regarding our competitive position and market share, as well as the market size and expected growth of the healthcare industries in Mexico, Peru and Colombia. We have made these estimates on the basis of our management’s knowledge and statistics and other information from the following sources: the Mexican Secretaría de Salud, the Mexican Instituto Nacional de Estadística y Geografía (“INEGI”), the Mexican Colegio Nacional de Especialistas en Medicina Integrada, A.C. (“CONAEMI”), the Asociación Mexicana de Instituciones de Seguros, A.C. and the Mexican Estadísticas de Salud en Establecimientos Particulares (“ESEP”), the Peruvian EsSalud, the Peruvian Superintendencia Nacional de Salud (“SUSALUD”), the Peruvian Ministry of Health (“MINSA”), the Colombian Superintendencia Nacional de Salud (“SUPERSALUD”), the Colombian Ministry of Health and Social Protection (“MinSalud”), the World Health Organization (“the WHO”), the SBS, Fitch Solutions, the World Bank Group, International Monetary Fund “IMF,” Emerging Markets Information System (“EMIS”) and the Economist Intelligence Unit (“EIU”), among others.
Industry publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In addition, the data that we compile internally, and our estimates have not been verified by an independent source. Except as disclosed in this annual report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.
We believe such sources are the most recent available as of the date of this annual report, from government agencies, industry professional organizations, industry publications and other sources. We believe these estimates to be accurate as of the date of this annual report.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding our results of operations and financial position; (ii) statements of plans, objectives or goals, including those related to our operations and to our pipeline of potential developments and acquisitions; and (iii) statements of assumptions underlying such statements. Words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include, but are not limited to “Item 4. Key Information—D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:
events or conditions that adversely affect our reputation or our image and our ability to support and strengthen our brands’ reputation among members, patients, medical community or suppliers;
our ability to implement estimate and control healthcare costs or raise prices to offset cost;
our ability to successfully manage relationships with third-party payers;
changes in reimbursement regulation or social security regimes;
the availability and effective operation of management information systems and other technology;
our ability to protect ourselves against cybersecurity risks;
our ability to successfully compete in all segments and geographical markets where we currently conduct business or may conduct businesses in the future;
our ability to continue attracting and retaining new appropriately-skilled employees, especially for our medical staff;
our compliance with, and changes to, government laws, regulations, or changes to the interpretations of such laws and regulations, and tax matters that currently apply to us in Mexico, Peru and Colombia;
our ability to make acquisitions on favorable terms and to integrate them successfully into our existing operations;
our ability to arrange financing when required and on reasonable terms;
our ability to manage operations at our current size or manage growth effectively;
our ability to diversify our suppliers for medical equipment and supplies, as well as distressed supply chains, could increase our costs and create operational risks;
potential liability in connection with managing medical practices, onsite clinics and other types of medical facilities;
the outcome of litigation, regulatory audits and investigations;
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our compliance with applicable privacy, security and data laws, regulations and standards;
general economic, financial, political, demographic and business conditions in Mexico, Peru and Colombia and their impact on our business;
adverse weather conditions, including those related to climate change events, and public health threats or outbreaks of communicable diseases, such as the COVID-19 virus and others;
government intervention and trade barriers, resulting in changes in the economy, taxes, rates, prices or regulatory environment, and investors’ perception of the political instability in the countries where we operate;
fluctuations in interest, inflation and exchange rates in any of the countries where we operate or may serve in the future;
the interests of our principal shareholders;
the prices of our class A shares may be volatile or may decline regardless of our operational performance;
other factors that may affect our financial condition, liquidity and results of operations; and
other risk factors discussed under “Risk Factors.”
These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should evaluate all forward-looking statements made in this annual report in the context of these risks and uncertainties.
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Not applicable.
A. [Reserved].
B. Not applicable.
C. Not applicable.
D. Risk Factors.
You should carefully consider the risks described below, along with the other information included in this annual report. Any of the following risks, alone or together with risks and uncertainties that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition, results of operations or prospects. This annual report also contains forward-looking statements that involve risks and uncertainties. The material risks and uncertainties that management believes affect us are described below and are organized by risk category. These categories are not presented in order of importance. However, within each category, the risk factors are generally presented in descending order of importance, as determined by us as of the date of this annual report. We may change our vision about their relative importance at any time, especially if new internal or external events arise. You should carefully review the “Cautionary Statement Regarding Forward-looking Statements” section of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this annual report.
Summary of Risk Factors
This section is intended to be a summary of more detailed discussions contained elsewhere in this Annual report. The risks described below are not the only ones we face. Our business, results of operations or financial condition could be harmed if any of these risks materializes and, as a result, the trading price of our class A shares could decline. As further detailed, we are subject to the following risks:
Risks Related to Our Business
Brand Reputation Risk: Negative impacts on our brands’ reputation among members, patients, medical community or suppliers could materially harm our business.
Cost Control Challenges: Inability to estimate and control healthcare costs or raise prices to offset cost increases could adversely affect operating results.
Third-Party Payer Relationships: Deterioration in relationships with third-party payers, such as changes in reimbursement or social security regimes, could negatively impact revenues.
IT Systems Vulnerability: Failures in IT systems could disrupt business operations.
Competition and Market Fragmentation: Intense competition in fragmented markets (Mexico, Peru, Colombia) could harm market share and performance.
Labor and Talent Shortage: Difficulty in recruiting and retaining medical professionals could increase labor costs and impact performance.
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Regulatory Compliance and Licensing: Non-compliance with regulations or failure to obtain necessary licenses could hinder operations, especially in Mexico, Peru and Colombia.
Acquisitions and Integration Risks: Acquisitions, partnerships or joint ventures may disrupt business, and integration challenges could limit expected benefits.
Debt and Financial Stress: High indebtedness and reliance on subsidiaries for payments may limit financial flexibility and ability to respond to market changes.
Growth Rate Challenges: The company may struggle to maintain historical growth rates due to market or operational challenges.
Supplier Dependence: Heavy reliance on a limited number of suppliers for medical equipment and supplies could create operational risks if supply chains are disrupted.
Liabilities and Legal Risks: Exposure to liabilities from medical malpractice, lawsuits, regulatory non-compliance and privacy law violations could result in financial losses, penalties and reputational damage.
Risks Relating to Mexico, Peru and Colombia
Geopolitical and Regional Risks: Political, economic and social instability in Mexico, Peru and Colombia, including factors like inflation, unemployment and unrest, could negatively impact operations, financial condition and growth, particularly given the concentration of operations in Lima, Monterrey and Medellín.
Climate and Health Crisis Risks: Adverse climate conditions, natural disasters or future pandemics, epidemics or disease outbreaks could disrupt operations and negatively impact the business.
Emerging Market and Political Risks: Perceptions of risk in emerging markets, along with the potential for expropriation or nationalization of assets, could negatively affect the market value of Latin American securities and the company’s operations.
Inflation, Currency and Tax Risks: Increased inflation, fluctuations in foreign exchange rates and changes in tax laws in Mexico, Peru, Colombia, Luxembourg or other jurisdictions could adversely impact the company’s financial condition, results of operations and tax liabilities.
Risks Relating to Our Class A Shares
Shareholder and Governance Risks: The concentration of voting control with Enfoca, the controlling shareholder, due to its ownership of a majority of class B shares and the dual-class structure of the shares and board, could lead to conflicts of interest and limit other shareholders’ influence, potentially affecting share price and liquidity.
Share Price and Liquidity Risks: The market price of class A shares may experience significant fluctuations, and the lack of an active or liquid market could prevent shareholders from selling shares at desired prices, potentially resulting in financial loss.
Regulatory and Governance Risks: As a foreign private issuer, reduced reporting requirements and the ability to follow alternative governance standards may make class A shares less attractive to investors and limit protections typically afforded under NYSE rules.
Jurisdiction and Legal Risks: Luxembourg’s corporate disclosure and accounting standards differ from those in the United States, and minority shareholders in Luxembourg have fewer protections. Investors may face difficulties in pursuing legal actions, and any judgments from Luxembourg courts related to class A shares will be payable only in euros.
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Dividend Risk: Our ability to pay dividends is restricted under Luxembourg law as, among other requirements, the amount of any distribution made to the shareholders may not exceed the amount of the results of the last financial year (i) plus any carried forward profits and distributable reserves, (ii) minus carried forward losses and any undistributable reserves according to the law or the articles of association.
Risks Relating to Our Business
We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate, and any negative impact on those brands could have a material adverse effect on us.
We operate our business through several brands. Our principal brands are Auna, our primary brand, as well as Oncosalud, Clínica Delgado, Clínica Las Américas, IMAT Oncomédica, OCA Hospital Auna, Doctors Hospital Auna and Doctors Hospital East Auna. Our brands’ reputation is fundamental to driving demand for our healthcare services and prepaid plans and to our ability to attract and retain qualified medical personnel to work at our facilities. In addition, our brands’ reputation is key to our ability to negotiate favorable contracts with third parties, such as insurance providers and medical suppliers. If we are unable to maintain our brands’ reputation among our plan members, patients and medical professionals, our business, financial condition and results of operations may be adversely affected.
In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms, including reviews, is virtually immediate, as is its impact. Many social media platforms allow the publishing of the content posted by their subscribers and participants, often without filters or checks on the accuracy of such content. If we receive negative reviews on social media or other negative publicity, even if such reviews are inaccurate, our brands’ reputation could suffer, affecting demand for our healthcare services, or we may have more difficulty attracting and retaining qualified medical personnel to work at our facilities, any of which could have a material adverse effect on our business, results of operations and financial condition.
Our operating results may be adversely affected if we are not able to estimate and control healthcare costs, or if we cannot increase our prices to offset cost or expenditure increases, at our hospitals and clinics and with respect to our healthcare plans.
Our operating results depend in large part on our ability to estimate and control the future costs involved in providing healthcare services at our hospitals and clinics. According to data published by the INEGI in Mexico, the Instituto Nacional de Estadística e Informática (“INEI”) in Peru and the Departamento Administrativo Nacional de Estadística in Colombia, healthcare costs increased in Mexico, Peru and Colombia by 13.3%, 8.0% and 12.2%, respectively, during 2024
The main factors affecting healthcare costs and expenditures, and our ability to offset increases include:
increased cost of medical supplies, including pharmaceuticals, whether due to demand, inflation or otherwise;
the cost of acquiring new equipment and technologies, or upgrading existing equipment and technologies, needed to provide our services;
the terms of our agreements with insurance providers and annual renegotiations of related contracts;
the ability of insurance providers to pay for our healthcare services; and
periodic renegotiations of contracts with doctors and medical support personnel as well as other medical services providers and suppliers.
In addition, with respect to our healthcare plans, differences between predicted and actual healthcare costs as a percentage of revenues attributable to our healthcare plans can result in significant changes in our results of operations. Costs at our oncology business vary by the number of patients that are diagnosed in any given period as well as the stage of diagnosis (i.e., Stage I versus Stage IV) and type of cancer diagnosed. Later-stage diagnoses typically involve more costly treatment regimens, and certain types of cancer may be more likely to require newer, more expensive treatment options, which may also impact our costs. In addition, costs under our general healthcare plans vary by the frequency of patient visits to our facilities and the level of complexity of any required treatments, which is difficult to predict. We adjust our plan pricing on an annual basis to reflect current cost projections and this adjusted pricing is automatically applied to any plans that are automatically renewed for another year. However, because our healthcare plans are prepaid for one-year terms, any increase in costs in excess of our cost projections within a given period cannot be recovered in that plan period by increasing pricing. Moreover, any such increase in pricing could increase the number of plan cancellations and adversely affect our ability to add new plan members.
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Many of these factors are outside of our control. In addition, certain aspects of our growth strategy may also result in increased operating expenditures, such as opening new facilities or hiring additional personnel, which may not be offset by an increase in our revenue, resulting in diminished operating margins. We may also be unable to appropriately predict costs associated with the implementation of new healthcare plans, which may result in lower margins in connection with such products.
If any of the above events occur and we are unable to rapidly adapt in proportion to the increase in costs for the provision of healthcare services, our business, financial condition and results of operations may be adversely affected.
Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us.
During the year ended December 31, 2025, 90.7% of payments in our Healthcare Services in Mexico segment came from third-party insurance and institutional providers, including the Mexican government, and 9.3% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Peru segment, 51.8% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government,24.8% are payments made by the Oncosalud segment and 23.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.5% of payments came from third-party insurance and institutional providers, including the amounts transferred by Administradora de los Recursos del Sistema (“ADRES”) directly, and 3.5% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. The average collection days in each country, including out-of-pocket revenue and accounts receivables, are 49 days in Mexico, 114 days in Peru and 165 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2025. These metrics reflect only our Healthcare Services segments and therefore exclude the effect of our Oncosalud segment, which typically has shorter collection cycles. The process to collect our accounts receivable begins with an internal validation of all the items comprising the healthcare services provided and its corresponding rates, and then comes the billing of the services and submission of the files to the third-party insurance and institutional providers. The process continues with the review of the files by the third-party insurance and institutional providers and ends with the collection of the invoices. However, this review performed by the third-party insurance and institutional providers may trigger the return of certain files to us to correct observations and to issue a new invoice if necessary, and then a re-sending by us of the revised information to the third-party insurance and institutional providers for the corresponding additional review of the updated invoice and files, normally causing a lengthening of the time it takes to collect the related account receivables. Although this process is similar in the three countries, the differences in the internal processes of each of the third-party insurance and institutional providers generate differences in the time that each country collects their account receivables.
An increase in this timing can significantly impact our ability to convert recognized revenue into payments, lengthening our cash conversion cycle. In addition, certain of our principal third-party payers in Peru also run their own hospital networks and therefore compete with us. See “—We face competition in fragmented markets like Peru and Colombia, from our current competitors and from future competitors that might enter the sector.”
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In Mexico and Peru, a facility must be included on an insurance provider’s approved list of healthcare facilities for an individual to be reimbursed for the services they receive at that facility. We negotiate with private insurance providers to ensure that we are on their list of approved facilities and to agree on the prices at which we are reimbursed for services provided to their plan members. We expect continued third-party efforts to aggressively manage reimbursement levels and control costs. Moreover, our negotiating position could decline in the future if our brands’ reputation suffers. Insurers in Mexico classify hospitals in different categories (which we refer to as “tiers”) based on the average cost per patient or specialty. However, the classification does not account for relevant factors such as the level of complexity of treatments in each facility and, as a result, hospitals engaged in high-complexity procedures and treatments could be classified in higher tiers, irrespective of their operational efficiency leading to reduced patient volumes from insurers, as only certain insurance plans would cover these higher-tier hospitals. In Colombia, EPSs’ users have the right to choose their health service provider from a pre-approved list of IPS. Under certain circumstances, a plan member can challenge that decision and request to go elsewhere in the EPS’s network. While patients may express a preference, insurers ultimately prioritize referrals to institutions offering more favorable contractual terms, often based on cost rather than quality of care. This creates a highly competitive environment where clinics must continuously balance service quality with cost efficiency to remain viable. If we do not maintain our reputation among EPSs and patients as one of the leading healthcare providers in Medellín, Montería and Barranquilla, while focusing on operational efficiency, EPSs may choose to send their plan members to, or patients may choose to go to, other facilities, which could have a material adverse effect on our business, financial condition and results of operations. See “—We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate.” Failure to effectively manage these dynamics in each country where we operate could result in declining patient volumes, unfavorable reimbursement terms, and financial strain, materially affecting our business, financial condition, and results of operations
In Colombia, limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services as a result of changes in the social security regimes in recent years have, and could continue to, materially affect our business and results of operations.
In Colombia, in 2025, approximately 94.8% of the population received mandatory healthcare insurance coverage based on Colombians’ constitutional right to universal healthcare to be provided through the government’s social security system (the “SGSSS”).
Changes in the SGSSS in recent years have resulted in limitations on reimbursement and payment for health services from EPSs and, in some cases, reduced levels of reimbursement for healthcare services, as the government tries to address the current fiscal shortfall resulting from its constitutional obligation to provide universal healthcare. Moreover, payments from SGSSS funds are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, funding restrictions and solvency risks of EPSs, all of which could materially increase or decrease program payments, as well as negatively affect the cost of providing service to patients and the timing of payments to facilities. We are unable to predict the effect of recent and future policy changes on our operations, and any such changes could have a material adverse effect on us.
The financial viability of Colombia’s healthcare system is heavily dependent on the adequacy of the Capitation Payment Unit (Unidad de Pago por Capitación or UPC), which determines the fixed per-patient payments to insurers under the national healthcare model. Currently, insurers are experiencing loss ratios exceeding 100%, raising significant concerns about the long-term sustainability of the system. If UPC adjustments do not adequately reflect the rising costs of healthcare services, the financial strain on insurers could increase, potentially leading to service disruptions, insolvencies, or a systemic failure of the healthcare infrastructure.
While technical discussions are underway to reassess the true costs of healthcare service provision, the Colombian government has indicated a preference for limiting UPC adjustments to inflation-based increases. This approach may be insufficient, as industry analysts suggest that cost escalations could require adjustments of up to 10 percentage points above inflation. If the government fails to implement a more flexible and data-driven methodology for UPC adjustments, healthcare providers, including us, could face downward pricing pressures, reduced margins, and increased financial instability.
These dynamics have, and could continue to, adversely affect our operational performance, revenue generation, and ability to deliver healthcare services at sustainable levels. Furthermore, any material deterioration in the financial condition of insurers or structural deficiencies in UPC funding could result in delayed payments, liquidity constraints, or contractual renegotiations that negatively impact our business. Investors should consider these risks when evaluating our financial condition and prospects.
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The financial deterioration of certain EPSs in Colombia and the resulting payment delays and disputes with healthcare providers could adversely affect our cash flows, working capital and results of operations.
Our operations in Colombia depend significantly on payments from EPSs, which act as the primary counterparties responsible for reimbursing healthcare services provided by IPSs, including our facilities. In recent years, several EPSs have experienced financial distress, have been subject to government intervention or liquidation, or have exhibited persistent delays in payments to healthcare providers.
As a result, we have been exposed, and may continue to be exposed, to longer collection cycles, increased accounts receivable balances and a higher risk of non-payment from certain EPSs. In addition, payment delays and the financial condition of certain EPSs may give rise to disagreements regarding the scope of covered services, tariffs and reimbursement terms, which may require administrative claims, legal actions or other dispute resolution mechanisms to enforce payment.
These conditions may negatively impact our liquidity and require us to increase provisions for doubtful accounts, which could adversely affect our financial condition and results of operations. Furthermore, continued instability in the EPS system may lead to changes in payment flows, regulatory reforms or increased government intervention in the healthcare sector, which could affect the predictability of our revenues and our ability to operate efficiently in Colombia.
A failure of our IT systems could adversely impact our business.
We rely extensively on our IT systems to manage clinical and financial data, communicate with our patients, payers, suppliers and other third parties and summarize and analyze operating results. In addition, we are subject to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws. A failure of our IT systems may be caused by, among other things, defects in design or manufacture of hardware, software or applications we develop or procure from third parties, human error, cyber security incidents, damage from natural disasters, power loss, telecommunications failure, unauthorized entry or other events beyond our control. In certain circumstances we may rely on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks. Our IT systems also depend on the timely maintenance, upgrade and replacement of networks, equipment and software, as well as preemptive expenses to mitigate the risks of failures.
We are undergoing a multi-year process of implementing a new Enterprise Resource Planning (ERP) system, as well as new healthcare-focused software such as new Hospital Information System, Laboratory Information System, and Vendor Neutral Archiving (VNA), which combines Radiology Information System (RIS) and Picture Archiving and Communication System (PACS) for centralized, efficient, and interoperable healthcare imaging workflow across multiple facilities. The implementation of each of these systems will require significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations. For example, during the implementation of the new ERP and hospital information system in Doctors Hospital we suffered some migration issues such as: (i) a significant accumulation of unbilled revenue given the migration and integration complexities led to a peak in pending-to-bill accounts, (ii) a slower collection process and consequent disruption in the order-to-cash cycle caused by the lack of alignment between legacy administrative policies and the new system’s logic, resulting in having to resort to manual workarounds for pricing and discount, (iii) data integrity and inventory synchronization issues, and (iv) stabilization cost overruns driven by the technical complexities of the Doctors Hospital pilot phase which led to implementation delays and required unplanned stabilization expenses to normalize operations before proceeding with the regional roll-out. Third-party vendors are also relied upon to design, program, maintain and service each implementation program. Any failures of these vendors to properly deliver their services could similarly have a material adverse effect on our business. In addition, any disruptions or malfunctions affecting our ERP implementation plan could cause critical information upon which we rely to be delayed, defective, corrupted, inadequate, inaccessible or lost or otherwise cause delays or disruptions to our operations, and we may have to make significant investments to fix or replace impacted systems. Likewise, any disruptions or malfunctions affecting the implementation of our healthcare-focused systems could result in operational downtime, regulatory non-compliance, data integrity issues, cybersecurity threats, financial losses, legal liability, patient care disruptions, interoperability challenges, resistance to adoption by healthcare professionals, jurisdictional regulatory complexities, vendor reliability risks, and scalability or performance limitations, any of which could adversely affect our business, reputation, and financial condition.
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Any critical failure of our IT systems could materially disrupt our business activities. For example, because we are reliant on our IT systems to manage clinical information and patient data, a material disruption of our IT systems could negatively impact our ability to treat our patients for the duration of the disruption, which could subject us to significant litigation or other losses and have a material adverse impact on our reputation, business, financial condition and result of operations.
A failure of our IT systems could also expose us to various security threats and vulnerabilities that may result in the theft, destruction, loss or misappropriation of protected health information or other data subject to privacy laws in Mexico, Peru or Colombia or loss of proprietary business information. Breaches of our security measures and the unauthorized dissemination of sensitive personal information, proprietary information or confidential information could expose us, our customers or other third parties to a risk of loss or misuse of this information, including exposing our customers to the risk of financial or medical identity theft, result in litigation and potential liability, such as regulatory penalties for us, damage our brand and reputation or otherwise harm our business. The failure of our IT systems, including the costs to eliminate or address security threats and vulnerabilities before or after a system failure, could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease.
Demand for our healthcare services is driven in large part by our ability to offer advanced care for a broad array of medical needs, which is in turn contingent on our having state-of-the-art medical equipment and infrastructure at our facilities, as well as our ability to access high-quality medicines. The technology used in medical equipment and related devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare providers. Moreover, new and improved medicines are constantly being introduced to the market. To compete effectively, and to attract doctors and recruit and retain medical staff, we must continually assess our equipment and infrastructure needs and invest in upgrades when significant technological advances occur in order to continue providing access to advanced treatment, and we must ensure that we have access to high-quality, cutting-edge medicines for any given treatment. Such technological equipment and infrastructure costs represent significant capital expenditures. If our facilities do not stay current with technological advances in the healthcare industry and/or we do not offer access to high-quality, cutting-edge medicines, patients may seek treatment from other providers or insurance providers may send their patients to alternate facilities, which could result in decreased demand for our services and have an adverse effect on our business, financial condition and results of operations.
We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.
Our board of directors has the ultimate responsibility for liquidity risk management. It has established an appropriate framework allowing our management to handle financing requirements for the short, medium and long-term. As of December 31, 2025, we had a positive working capital of S/177.5 million (US$52.8 million), calculated as current assets minus current liabilities. Our management believes that our available cash and cash equivalents and cash flows expected to be generated from operations, and borrowings available to us under our revolving credit lines, will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. However, we may require additional capital in the form of additional debt or equity to meet our long-term objectives relating to the expansion of our business. As a result, we may have negative working capital from time to time. It may be difficult for us to obtain additional financing in the future, on acceptable terms or at all, given that a significant portion of our assets are currently pledged for our financings. If we are unable to access the capital markets to finance our operations in the future, this could adversely affect our ability to obtain additional capital to grow our business and have an adverse effect on our business, financial condition and results of operations.
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We face intense competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.
The healthcare industry in Mexico, Peru and Colombia is competitive. In Peru, Mexico and Colombia, we face intense competition from other privately-operated hospitals, clinics and healthcare networks for the provision of healthcare services. In Peru, many of these competitors are operated by our principal third-party payers. While our Auna Peru network is currently one of the few private healthcare networks in the country with broad geographic reach, and the market is generally fragmented, it is possible that healthcare services providers operating other private hospitals and clinics will consolidate and further integrate their operations across facilities, which could cause us to lose market share. For example, Rímac Seguros y Reaseguros S.A. (“Rímac”) and Pacífico Compañía de Seguros y Reaseguros S.A. (“Pacífico”), two of the main insurance providers in Peru that are also significant third-party payers for Auna services, own and operate their own hospital networks that compete with us. Our Auna Mexico network faces competition from other high-complexity hospitals in Monterrey, such as Christus Muguerza, Hospital Ángeles, TecSalud and Swiss Hospital. If demand for services in our hospitals in Perú, Monterrey or Colombia decline, our negotiating position with insurance providers and other third parties could suffer, any of which could have a material adverse effect on our business, financial condition and results of operations. Failure to compete effectively could have a material adverse effect on our market share, business, financial condition, and results of operations.
Currently, the quality of public sector medical services in Peru and Mexico, principally provided by EsSalud and Seguro Integral de Salud (“SIS”) in Peru and Mexican Institute of Social Security (“IMSS”) and the Servicios de Salud del Instituto Mexicano del Seguro Social para el Bienestar (“IMSS-Bienestar”) in Mexico, is widely considered deficient and over capacity, with long scheduling times, short appointments with doctors and a shortage of facilities, and we do not currently face substantial competition from government providers in Peru and Mexico. We may face competition from government providers in the future if the Peruvian government and/or the Mexican government allocates additional financial resources to its public sector healthcare system and/or they are able to improve their infrastructure and increase their capacity and the quality of care they provide.
At Oncosalud, our vertically integrated healthcare plan provider, we also face competition from companies that offer healthcare plans covering the same services that our healthcare plans cover, including traditional insurance providers and other companies offering prepaid plans. Our competitors may enhance the quality of their offerings in the future. Our competitors Rímac and Pacífico are the two main insurance providers in Peru, both of which have substantial financial resources. If any of our competitors, including Rímac and Pacífico, is able to offer more comprehensive or less expensive services, including oncology services, we may lose market share in Peru, which could have a material adverse effect on our business, financial condition and results of operations.
Unlike in Peru and Mexico where the market is more fragmented, there are several existing large hospital systems in Colombia and the gap between the quality of services provided by state-owned facilities and privately-owned facilities is much smaller. As a result, our Auna Colombia network faces competition in Colombia from both public and private healthcare services providers. Moreover, although healthcare coverage providers in Colombia typically dictate which facility a patient can go to for services, patients can, and frequently do, challenge these decisions, which fosters competition among healthcare providers in the market.
In Colombia, we face competition from other hospital networks with premium facilities, including San Vicente de Paul, Pablo Tobón Uribe, El Rosario, San Jerónimo, Clínica Montería, Clínica Iberoamerica (Grupo Keralty/Sanitas), Clínica del Caribe, Organización Clínica General del Norte and Bonnadona. We also face a heightened competitive risk in Montería as a result of the concentration of control of the market in a few individuals. Certain of our competitors may have greater financial resources, be better equipped and offer a broader range of healthcare services than we do. If we are unable to maintain or grow our competitive position in Colombia, our business, financial condition and results of operations may be adversely affected.
Our performance depends on our ability to recruit and retain quality nursing, medical and administrative professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.
The majority of our physicians in Mexico, Peru and Colombia are hired on a fee-for-service basis. As a result, and because these arrangements are nonexclusive, there is significant competition between us and our competitors to ensure that the best qualified and most renowned physicians treat patients at our hospitals. If we are unable to provide treatment for our patients, ethical and professional standards, adequate support personnel, technologically advanced equipment and facilities and research opportunities that meet their professional needs and goals, our physicians may choose to practice at other facilities. We may not be able to compete with other healthcare providers on some or all of these factors.
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Physicians may also refuse to enter into new contracts with us, demand higher payments or perform treatments or procedures that result in higher medical expenses without generating corresponding revenue. In addition, a small number of physicians within each of our facilities generate a disproportionate share of our inpatient revenues and admissions, in particular physicians specializing in oncology, cardiology, trauma, neurology and general surgery. The loss of one or more of these physicians, even if temporary, could reduce patient demand for our services and cause a material reduction in our revenues. In addition, it could take significant time to find a replacement for any of our top physicians given the difficulty and cost associated with recruiting and retaining physicians, which may in turn adversely affect our ability to recruit and retain other doctors.
Our medical support staff, in particular our nurses and administrative personnel, are also critical to our success and competitive advantage. Our medical support staff is on the front lines of a patient’s experience at our hospitals and clinics, and we depend on their efforts, abilities and experience to maintain our reputation as a provider of healthcare services. In recruiting and retaining qualified hospital management, administrative personnel, nurses and other medical personnel, such as pharmacists and lab technicians, we compete with other healthcare providers, including government hospitals.
Historically, there has been a shortage of qualified nurses and other medical support personnel in Mexico, Peru and Colombia, which has been a significant operating issue for us and other healthcare providers. This shortage may require us to enhance wages and benefits to recruit, train and retain nurses and other medical support personnel or require us to hire expensive temporary personnel. Moreover, our failure to recruit and retain enough qualified nurses, other medical support and administrative personnel could result in loss of customer goodwill and a negative impact on our reputation.
We cannot predict the degree to which we will be affected by the future availability or cost of attracting and retaining talented physicians and medical support staff. If our general labor and related expenses increase, we may not be able to raise the rates we charge for our services correspondingly. Our failure to either recruit and retain qualified physicians, hospital management, nurses and other medical support personnel or control our labor costs could harm our business, financial condition and results of operations.
Our revenues and results of operations are affected by our relationships with unaffiliated physicians in Mexico, and any change to, or deterioration in, these relationships could have a material adverse effect on us.
Substantially all of our revenue in our Healthcare Services in Mexico segment is derived from fees charged for healthcare services provided at our facilities by unaffiliated physicians. These unaffiliated physicians have no contractual obligations to treat patients at our facilities and any change to, or deterioration in, these relationships could have a material adverse effect on us. A significant reduction in the number of physicians treating patients, or in the number of patients unaffiliated physicians treat, at our facilities would have a negative impact on our business.
In addition, insurance providers and other third parties have implemented rules and programs that could limit the ability of physicians to treat patients at our facilities. For example, certain insurance providers require their policyholders to obtain healthcare services exclusively from pre-approved providers. See “—Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us.” If we are unable to compete successfully for these arrangements, our results and prospects for growth could be adversely affected.
Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.
Acquisitions, partnerships and joint ventures are an integral part of our inorganic growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, other hospital networks and complementary businesses. However, we may not be successful in identifying acquisition, partnership and joint venture targets or we may use estimates and judgments to evaluate the operations and future revenues of a target that turn out to be inaccurate.
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In addition, we may not be able to successfully finance or integrate any hospitals or other businesses that we acquire or with which we form a partnership or joint venture, and we may not achieve the anticipated benefits of such project. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations. As a result of any of the foregoing, we may spend valuable management time and money on projects that do not increase our number of patients or revenue. Acquisitions also involve special risks, including the potential assumption of unanticipated liabilities and contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our rights, contractual or otherwise. Moreover, our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.
In addition, the acquisition of a healthcare provider may require approval of the relevant antitrust regulator, such as Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual (“INDECOPI”) in Peru, the Superintendencia de Industria y Comercio (the “SIC”) in Colombia, or National Antitrust Commission (Comisión Nacional Antimonopolio) in Mexico. Moreover, the acquisition of regulated entities, such as insurance companies in Mexico and Peru, would require the prior approval of additional regulators, such as the Comisión Nacional de Seguros y Finanzas and the SBS, respectively. Such regulatory approvals may be significantly delayed or rejected. In addition, insurance providers in Mexico are rated by rating agencies and acquisitions of additional insurance providers could result in the downgrade of our ratings. If the relevant regulator delays or withholds its approval for acquisitions in Mexico, Peru, Colombia or elsewhere or our ratings in Mexico are downgraded as a result of our acquisition of other insurance providers or otherwise, we may not be able to implement our business strategy on a timely basis or grow our operations in the timeframe that we expect, which may have a material adverse effect on our business, financial condition and results of operations.
We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions.
Our strategic growth plan, particularly in Mexico and Colombia, depends on the acquisition and integration of existing operations into our network. We may not be able to successfully and efficiently integrate the operations of the facilities and healthcare plans we acquire, including their personnel, financial systems, distribution or operating procedures. We may also be unable to retain physicians and other medical support staff, in particular if the acquired facilities are in other countries with different cultures, and our relationship with current and new professionals, including physicians, insurance providers and other interested parties may be impaired.
See “—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.” The benefits that we expect to achieve as a result of these acquisitions will depend, in part, on our ability to realize anticipated cost savings and to integrate their business into ours, including with respect to the integration of our processes and information systems. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include the creation of a new organizational structure, changes and/or upgrades in processes and information systems, potential customer attrition and changes to our operating model. Even if we are able to execute this integration successfully, this may not result in the full realization of the cost savings that we currently expect, either within the expected time frame, or at all. In addition, we cannot assure you that the costs to achieve these benefits will not be higher than we anticipated. Therefore, we cannot assure you that any anticipated cost savings will be achieved or that our estimates and assumptions will prove to be accurate. Adjusted EBITDA does not reflect the significant costs we expect to incur in order to achieve such cost savings, and there can be no assurance that such costs will not be materially higher than presently contemplated, as such costs are difficult to estimate accurately. If our cost savings are less than our estimates or our cost savings initiatives adversely affect our business or cost more or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results could be lower than we anticipate.
If we are not able to manage our expanded operations and the corresponding integrations effectively, our business, financial condition and results of operations could be materially adversely affected.
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We are dependent on our tenants for a portion of our income in Mexico and our business would be materially and adversely affected if a significant number of our tenants were to default on their obligations under their leases.
During the year ended December 31, 2025, other income in our Healthcare Services in Mexico segment, which is derived from rental income from property owned and rented by us for use by medical professionals, was S/14.4 million. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments. Our business could be materially and adversely affected if a significant number of our tenants were to postpone the commencement of their new leases, decline to extend or renew their existing leases upon expiration or default on their rent and maintenance-related payment obligations. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease. If upon expiration of a lease for any of the office spaces at our properties, a tenant does not renew their lease, we may not be able to rent the space to a new tenant or the terms of the renewal or new lease may be less favorable to us than current lease terms. A significant number of our tenants defaulting on their obligations under their leases could adversely affect our business, financial condition and results of operations.
Our organic growth plan includes the construction of additional hospitals and clinics as well as expansion of our existing facilities.
Our organic growth plan includes building additional hospitals and clinics, and expanding our current infrastructure, in particular in Peru. We are identifying suitable locations in Peru for future facilities by considering a number of factors, including regional market size, existing competition and potential strategic partners. There are uncertainties regarding how successfully we can identify the suitable market and obtain required government approvals in a timely manner. We currently have approvals for our design plans for the expansion of Clinica Delgado and have received authorization to begin construction of the Centro Ambulatorio Trecca facility in Lima.
Our current and future construction projects are and will be subject to a number of risks, including:
engineering problems, including defective plans and specifications;
delays in obtaining or inability to obtain necessary permits, licenses and approvals;
disputes with, defaults by or delays caused by contractors and subcontractors and other counterparties;
environmental, health and safety issues, including site accidents and the spread of viruses;
nuisance and other potential claims from surrounding communities due to noise, dust, intrusive lighting, among others;
fires, earthquakes, adverse weather events and other natural disasters;
geological, construction, excavation, regulatory and equipment problems; and
other unanticipated circumstances or cost increases.
The occurrence of any of these developments or construction risks could increase the total costs, delay or prevent the construction or opening or otherwise affect the design and features of any existing or future construction projects that we might undertake.
Furthermore, planning, designing and constructing new facilities is time-consuming and complex. In addition to diverting management’s time and resources from our core business, there are typically several years of significant capital expenditures before a facility becomes operational and generates income. If we cannot successfully implement our organic growth strategy and convert new and expanded facilities to profitability on a timely basis, our business, financial condition and results of operations may be adversely affected.
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We have identified certain material weaknesses and have previously identified, and in the future may identify, other material weaknesses. If we are unable to remediate these material weaknesses or otherwise fail to maintain an effective system of internal controls, we may not be able to prevent or detect a material misstatement of our financial statements, and may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.
We have identified certain material weaknesses in our internal control over financial reporting, and may in the future identify, other material weaknesses. A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s audited consolidated annual financial statements will not be prevented or detected on a timely basis.
As described in “Item 15. Controls and Procedures,” these material weaknesses were largely the result of significant changes in the Company’s operations, systems and control environment in recent years complicated by organic and inorganic growth, which increased the complexity of its internal control over financial reporting. We are implementing and enhancing controls related to design, support documentation, operation and monitoring of certain internal controls, including controls dependent on information technology and the implementation of new ERP systems across our geographies, which will be a multi-year project. Although we are implementing these remediation measures, these material weaknesses will not be considered remediated until the applicable controls have been designed, implemented, operated for a sufficient period of time, and tested to conclude that they are operating effectively.
More broadly, our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. In addition, any failure to improve and maintain effective internal control over financial reporting could impair our ability to produce accurate and timely financial statements and other required disclosures, could cause a decline in the price of the Company’s ordinary shares, could subject us to regulatory scrutiny, reputational harm, or other adverse consequences.
We cannot assure you that the measures we are undertaking to remediate these material weaknesses will successfully remediate these or will prevent future material weaknesses and we may in the future identify other material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to prevent or detect material misstatements in our financial statements on a timely basis, or to accurately and timely report our financial condition or results of operations, which could adversely affect our business, financial condition, results of operations and investor confidence.
We may not be able to continue growing our business at historical rates.
Our revenue has experienced substantial growth since 2008 and our strategy is to continue to grow our operations, through organic and inorganic growth. However, we may not be able to continue to grow at a rate consistent with our recent performance or to continue growing at all in the future due to factors beyond our control. Our growth could also be impacted by changes in laws or regulations or delays in construction or acquisition of new facilities, any of which could make the execution of our strategic growth plan more difficult. In addition, as we grow our business, we will need to expand our internal controls and administrative and IT systems, among other functions, and hire additional personnel to continue effectively operating our business. The market for qualified personnel that are able to fill management and key operational roles is highly competitive in Mexico, Peru and Colombia due to the limited number of professionals that have the requisite training and experience, and we may be unable to hire sufficient qualified personnel to support our growth. Any inability to adequately scale our operations to meet the increased size of our business may have a material adverse effect on our ability to continue growing our business and/or on our financial condition or results of operations.
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We rely on a limited number of suppliers of medical equipment, medicines and other supplies needed to provide our medical services.
A substantial portion of the medical equipment, medicines and other supplies used in our hospitals and clinics is highly complex and produced by a limited number of suppliers. For example, we purchased 93%, 73% and 73% of our medicines and 27%, 47% and 52% of other medical supplies in Mexico, Peru and Colombia, respectively, from our 10 largest suppliers during the year ended December 31, 2025 via purchase orders, and whose commercial terms are renegotiated annually. In addition, in many instances, there are only a small number of suppliers that provide a particular type of medicine or other supplies, which increases their bargaining power. Any interruption in the supply of medical equipment, medicines or other supplies from these suppliers, including as a result of the failure by any of these suppliers to obtain required third-party consents and licenses for production or import/clearance, may compromise our ability to provide effective and adequate services in our hospitals and clinics, which could have a material adverse effect on our business.
Furthermore, we are subject to the risk that notwithstanding our compliance efforts and supplier vetting programs, our suppliers could engage in illegal or corrupt business practices, which could materially and negatively impact our business and reputation. In particular, these suppliers may engage in practices that violate applicable anti-corruption laws, which makes us vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, and conflicts of interest associated with these suppliers.
We are subject to extensive legislation and regulations in Mexico, Peru and Colombia.
We are subject to extensive legislation and regulations in Mexico, Peru and Colombia, including in relation to the provision of healthcare services and prepaid healthcare plans, environmental protection, health surveillance, tax and labor legislation, workplace safety and management of waste by a variety of national, regional and local governmental authorities, and we are supervised by a number of governmental bodies and agencies. The regular functioning of hospitals and clinics depends, among other things, on obtaining and maintaining valid registrations, licenses, authorizations, grants and permits for installation and operations, including for the sale of medicines and the operation of medical equipment, as well as for the collection, deposit or storage of products; utilization of equipment; import of merchandise and biological materials; handling, treatment, transport and disposal of contaminant wastes, radioactive materials and controlled chemical products; and use of water resources (including installing wells to supply water and disposing of wastewater in accordance with applicable laws and regulations). Moreover, as a provider of prepaid healthcare plans in Peru, we are subject to various economic and financial related regulations, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others. We are subject to government inquiries, inspections and auditors from time to time. If we fail to comply with applicable laws and regulations, if such laws or regulations change in a manner adverse to us or if we cannot maintain, renew or secure required registrations, permits, licenses or other necessary regulatory approvals, we may be unable to operate our business, suffer administrative penalties, civil liability and criminal charges and fines, have our registration or operating license suspended or revoked or incur additional liabilities from third-party claims, any of which may also have a negative impact on our brand and reputation. No assurance can be given that any investigations, proceedings or penalties will not occur and will not materially and adversely affect our businesses and results of operations and financial conditions with respect to our recently acquired businesses or any of our other businesses.
Furthermore, we contract with third parties to assist in the collection, treatment, transport and disposal of biohazardous materials. Any failure by these third parties to comply with applicable laws and regulations in the regions in which we operate could also subject us to significant administrative fines, civil liability or criminal charges.
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We cannot ensure that the Mexican, Peruvian and Colombian legislation and regulations applicable to our industry will not become more severe or subject us to greater costs in the future, or that the Mexican, Peruvian and Colombian authorities or regulatory agencies will not adopt more restrictive or more rigorous interpretations of existing laws and regulations, including with respect to obtaining and renewing the licenses, permits and registrations, or the environmental, solvency, minimum capital, health surveillance and workplace safety laws and regulations to which we are subject. For instance, in Peru, since the enactment of Law No. 32033 and its implementing regulations in 2024, private pharmacies are required to have alternative generic versions of medicines for at least 30% of the branded medicines they offer. Recent regulatory developments signal increasing oversight and stricter compliance obligations for healthcare providers. SUSALUD has expanded mandatory electronic reporting through the SETI-IPRESS system and the TEDEF model, which is its standardized electronic framework for reporting billing and service-delivery data, imposing staggered implementation deadlines that heighten technological and operational demands. Amendments to the categorization regime have also introduced firm deadlines for IPRESSs to obtain or renew their categorization, and new organizational requirements for private IAFAS adopted in 2024 reflect a more interventionist supervisory approach. Together, these measures highlight the potential for more restrictive regulatory interpretations and rising compliance costs in the Peruvian market. Additionally, the Peruvian Congress is reviewing a bill proposed by the executive branch that seeks to create the National Authority of Pharmaceutical Products, Medical Devices and Health Products (“APEMED”) as a specialized technical body of the MINSA. This new entity would replace DIGEMID and is intended to provide greater functional, administrative and budgetary autonomy to ensure the availability of safe and high-quality medicines. In Colombia, the government reintroduced a healthcare reform bill on September 13, 2024, after the initial proposal was shelved by the Senate in April 2024. On March 6, 2025, the House of Representatives approved the healthcare reform Bill. The bill has now moved to the Senate for further discussion and final approval. The current healthcare reform bill aims to change the control of public resources in the health sector by shifting these from the private sector to the public sector. In comparison with the previous proposal, the new bill seeks to enhance financial viability and transparency, featuring a reduced number of articles and an emphasis on efficient resource management. The bill has three main objectives: (i) establishing a primary healthcare model with a focus on preventive health strategies; (ii) improving the quality of healthcare by implementing better working conditions for healthcare workers by, for example, providing them with continuing education; and (iii) providing that EPSs may no longer oversee the administration of payments made to medical institutions and that ADRES will directly make all payments to clinics -and hospitals. If approved, such reform could imply that, while greater efficiency and transparency in the payment process are sought, the reduced EPS’s autonomy and control over financial decisions can affect the timeliness with which payments are expected to be made to clinics, which could have a material adverse effect on our business, results of operation and financial condition.
Moreover, we cannot ensure that the fees, charges and contributions owed to the competent authorities and to professional trade associations, such as El Colegio Médico del Perú, El Colegio Médico Colombiano and El Colegio Médico de México, will not be increased as a result of new legislative or regulatory measures. Any one of these factors may involve the incurrence of unforeseen additional costs by us and/or capital expenditures, thereby adversely affecting our business and operating results.
We may be unable to obtain the registrations, authorizations, licenses and permits for the establishment and operation of our hospitals and clinics.
The establishment and operation of our hospitals and clinics depend on a number of registrations, authorizations, licenses and permits that we have to obtain and maintain in force from national, regional and local government agencies in Mexico, Peru and Colombia. Moreover, our hospitals are subject to the inspection of health surveillance agencies in the regions in which we operate, which may conduct periodic audits of our facilities to ensure compliance with applicable standards.
Furthermore, we may also need to obtain authorizations, licenses and permits to offer new types of healthcare services at our facilities, which may cause a delay in offering new services to our patients.
Any failure to obtain or renew required registrations, authorizations, licenses or permits may prevent us from opening and operating new hospitals and clinics or force us to close our hospitals and clinics currently in operation. We may also be subject to fines and other penalties and suffer damage to our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
If we fail to successfully develop and commercialize new products and services under Oncosalud, our operating results may be materially and adversely affected.
The future growth of our Oncosalud business depends on our ability to develop and introduce new products, new services and new sales channels, including plans that are financially accessible to a larger segment of the population and plans that cover additional medical specialties. Our ability to successfully roll out new and innovative products and services depends on a number of factors, including efficient management of resources and an effective sales effort.
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Our product development efforts may not yield the benefits we expect to achieve in a timely manner, or at all. To the extent that we are unable to execute our strategy for Oncosalud of introducing new and innovative products, diversifying our product portfolio and satisfying consumers’ changing preferences, we may not be able to grow our plan member base and our results of operations may be adversely affected. Even if we are able to add new products and services under Oncosalud, these may not lead to our anticipated results, potentially reducing our return on investment.
We may be subject to liabilities from claims brought against our healthcare professionals or our facilities, including medical malpractice lawsuits
We and our healthcare professionals are subject to medical malpractice lawsuits, product liability lawsuits and other legal actions in the ordinary course of business. Some of these actions may involve large claims, as well as significant defense costs and potential reputational damage. We cannot predict the outcome of these lawsuits or the effect that findings in such lawsuits may have on us. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement, which may have negative implications. Amounts we pay to settle any of these matters may be material. All professional and general liability insurance we purchase is subject to policy limitations. We believe that, based on our past experience, our insurance coverage is adequate considering the claims arising from the operations of our hospitals, clinics and oncology plans. While we continuously monitor our coverage, our ultimate liability for professional and general liability claims could change materially from our current estimates. If such policy limitations are partially or fully exhausted in the future, or payments of claims exceed our estimates or are not covered by our insurance, it could have a material adverse effect on our business, financial condition and results of operations. See “—Our insurance policies may be insufficient to cover potential losses.”
We are subject to litigation and other legal, labor, administrative and regulatory proceedings.
We are regularly party to litigation and other legal proceedings relating to claims resulting from our operations in the normal course of business. These matters have included or could in the future include matters related to Oncosalud’s healthcare benefits coverage and other payment claims (including disputes with plan members, physicians, other healthcare professionals and members of its salesforce), tort claims (including claims related to the delivery of healthcare services, such as claims of medical malpractice by medical professionals employed by us or physicians with whom we have a contractual relationship), labor claims (including disputes with employees, former employees and independent contractors) and administrative and regulatory claims (including retroactive tax claims or challenges arising out of our failure or alleged failure to comply with applicable laws and regulations). In addition, the interpretation and enforcement of certain provisions of our existing or any future agreements (including those related to force majeure clauses in the context of pandemics) may result in disputes among us and our patients or third parties. Litigation and other legal proceedings are subject to inherent uncertainties, and unfavorable rulings may occur. We cannot assure you that the legal, labor, administrative and regulatory proceedings in which we are or may become involved will not materially and adversely affect our ability to conduct our business in the manner that we expect, or otherwise adversely affect our business, financial condition and results of operations. See Item 8A. “Consolidated Statements and Other Financial Information—Legal Proceedings.”
Our insurance policies may be insufficient to cover potential losses.
We maintain insurance coverage in accordance with normal market practice in order to cover losses arising in connection with our hospital networks and healthcare plans. Certain risks are not covered by insurers in the market (such as war, acts of God and force majeure, the interruption of certain activities and human error, including in relation to medical errors). Furthermore, natural disasters, adverse meteorological conditions and other events may cause physical damage and loss of life, business interruption, equipment damage, pollution and environmental damage, among others. We cannot ensure that our insurance policies will be suitable and/or sufficient in all circumstances or against all risks. The occurrence of a significant loss for which we are not insured, in full or in part, may require us to expend significant amounts. Furthermore, we cannot assure you that we will be able to maintain insurance coverage at reasonable commercial rates or on acceptable terms, or to contract insurance policies with the same or similar insurance companies. Any of the aforementioned developments may adversely impact us, our business, financial condition and results of operations.
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We are subject to certain privacy laws and any failure to adhere to these requirements could expose us to civil and criminal penalties, and damage our reputation.
Our business operations and current and future arrangements with medical professionals, third-party payers, plan members and patients expose us to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws in Mexico, Peru and Colombia. We have made significant investments in technology to adopt and utilize electronic health records and to become meaningful users of health IT, and as a result, we are in possession of a significant amount of protected health information and other data subject to these privacy laws. We may be required to expend significant capital and other resources to ensure ongoing compliance with applicable privacy and data security laws. If our operations are found to be in violation of any of these privacy laws or if we are found to have used private information incorrectly, we may be subject to administrative fines and penalties, civil liability and criminal charges and could result in harm to our reputation.
Any loss of members of our senior management team could have an adverse effect on us.
Our success depends in large part on performance of our senior management. If any members of our senior management leave the Company, we may not be able to replace them with equally qualified professionals. Competition for qualified personnel in the Mexican, Peruvian and Colombian healthcare industries is strong given the limited number of professionals with appropriate training and/or proven experience in this area. Furthermore, we may be delayed or unsuccessful in hiring, training and integrating new members of our senior management. The loss of any member of our senior management and/or any difficulties encountered in replacing them may adversely affect our business and prospects. See also “—We may not be able to continue growing our business at historical rates.”
Our performance depends on favorable labor relations with our employees. Any deterioration in these relations or increased labor costs may adversely affect our business.
In Colombia, certain employees of Promotora Medica Las Americas SA created a union called SINDEAMERICAS in July 2025, which has affiliated 437 employees as of December 31, 2025, and represents approximately 11% of our employees in Colombia. The union entered into a collective bargaining agreement with the Company under which the unionized employees will receive additional benefits, thereby increasing labor costs.
In Mexico, certain employees are affiliated with a labor union known as the “Sindicato Industrial de Trabajadores de Hospitales, Clínicas, Farmacias, Laboratorios y Escuelas de Enfermería del Estado de Nuevo León (C.T.M.).” The union operates under a collective bargaining agreement which applies only to specific positions defined in the applicable job classification table. As of March 15, 2026, approximately 1,338 of our employees in Mexico are unionized. Under this agreement, unionized employees are entitled to negotiated benefits, which may have an impact on the Company’s labor costs.
The other employees are not unionized and have not entered into collective bargaining agreements. However, nothing prevents them from doing so in the future. Conflicts with our employees and organized labor actions could result in increased legal and other associated costs and divert management attention. In addition, requirements to increase employee salaries and/or benefits as a result of future collective bargaining agreements, governmental regulations or policies or otherwise could cause us to suffer a material adverse effect on our financial condition and results of operations.
Any significant increase in labor costs, deterioration in relations with employees or work stoppages at any of our hospital units, whether due to union activities, employee turnover, labor inspections or other factors, may adversely affect our operating results and financial condition.
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We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to service our debt and other obligations will depend on the ability of our subsidiaries to pay dividends and make other payments to us.
As a holding company, all of our operations are conducted through our subsidiaries. Accordingly, our ability to service our debt and other obligations will depend upon our receipt of dividends and other payments from our subsidiaries (such as the payment of intercompany debt). There are various restrictions in Mexico, Peru and Colombia that may limit our subsidiaries’ ability to pay dividends or make other payments to us, such as their obligations to maintain minimum regulatory capital, reserves and minimum liquidity. For example, in the case of Peru our subsidiary Oncosalud, as an Institución Administradora de Fondos de aseguramiento de Salud (“IAFAS”), is obligated by law to meet minimum capital requirements determined on the basis of the number of affiliated members (Oncosalud’s minimum capital requirements is S/62.9 million (US$18.7 million)), as well as to meet minimum risk capital (capital mínimo de riesgo) requirements to comply with net worth and solvency obligations. Likewise, Oncosalud is required to create and maintain certain technical reserves to meet its obligations with insured individuals and health providers. In addition, all of our Peruvian subsidiaries are obligated to allocate 10% of their annual distributable profit to a legal reserve until such reserve has reached an amount equivalent to 20% of the paid in capital of the corresponding subsidiary. As of the date of this annual report, our Peruvian subsidiaries are in compliance with these requirements.
Our Colombian subsidiaries must maintain a mandatory legal reserve that shall amount to 50% of their subscribed capital. To form this reserve, each subsidiary that is incorporated as a sociedad anónima must allocate 10% of its distributable net profits from each fiscal year. As of the date of this annual report, our Colombian subsidiaries are in compliance with these requirements.
Under applicable law, our Mexican subsidiaries are generally only allowed to pay dividends (i) against retained earnings reported in our annual financial statements that have been approved by our shareholders, (ii) provided that the payment of dividends is approved at the applicable subsidiary’s annual general shareholders’ meeting, (iii) provided that we do not have accrued losses from prior fiscal years and (iv) if we have contributed at least 5% of our Mexican subsidiaries’ net annual earnings to our legal reserve fund, until the amount of such reserve is equal to 20% of our Mexican subsidiaries’ capital stock. In addition, Auna Seguros cannot pay dividends unless (i) its annual financial statements, including notes and the external auditor’s report, have been prepared, approved by the Comision Nacional de Seguros y Fianzas (“CNSF”), and published in compliance with the Single Circular on Insurance and Bonds (Circular Única de Seguros y Fianzas), (ii) the audited financial statements have been reviewed and approved by its Board of Directors and subsequently presented to and approved by shareholders at a General Ordinary Shareholders’ Meeting, along with reports from the Board of Directors and the Statutory Advisor (Comisario); (iii) in the event of a profit, at least 10% of such profit has been allocated to the legal reserve; (iv) it complies with the minimum capital currently in effect for health insurance companies (1,704,243 UDIs – approximately US$789,666), (v) the payment thereof is not performed with funds from technical reserves created to compensate or absorb future losses or from the legal reserve; and (vi) after meeting all these conditions, the Shareholders’ Meeting approves the distribution and payment of dividends. As of the date of this annual report, Auna Seguros financial statements for the year ended December 31, 2025 have been approved by the Board of Directors and presented to the CNSF, the legal reserve fund of each of our Mexican subsidiaries is equal to at least 20% of their subscribed and paid-in capital stock and Auna Seguros complies with the minimum capital requirements currently in effect.
Furthermore, while we do not have any existing material indebtedness that contain terms that restrict or prohibit our subsidiaries from paying dividends, making other distributions and making loans to us, we may incur indebtedness or enter into other arrangements in the future that contain such restrictions and/or prohibitions. We cannot assure you that we will not need to take out additional indebtedness in the future, or that the agreements governing our existing or future indebtedness will permit them to provide us with sufficient dividends or distributions or permit us to loan money or enter into other similar arrangements to make required principal and interest payments on our indebtedness or honor our other obligations.
To the extent our subsidiaries do not have funds available or are otherwise restricted from paying dividends or make other payments to us, such as the payment of intercompany debt, our ability to make required principal and interest payments on our indebtedness or honor our other obligations will be adversely affected.
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Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.
We have a significant amount of debt and debt service obligations. As of December 31, 2025, our total debt and other financing, including all of our consolidated subsidiaries, was S/3,656 million (US$1,087.1 million). See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments.”
Our level of indebtedness and the restrictive covenants under the agreements governing our debt instruments could have important negative consequences for us and to you as a shareholder, including the following:
it could require us to dedicate a large portion of our cash flow from operations to fund payments on our debt, thereby reducing our ability to expand our capabilities and grow our operations;
reduce the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
increase our vulnerability to adverse general economic or industry conditions;
limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;
limit our ability to raise additional debt or equity capital in the future or increase the cost of such funding;
restrict us from making strategic acquisitions or exploiting business opportunities;
make it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing such debt; and
place us at a competitive disadvantage with competitors that have less debt.
In particular, the 2032 Notes Indenture (as defined herein) and the Credit Agreement (as defined herein) contain affirmative and negative covenants, financial covenants and events of default. For example, both contain restrictions on our ability to make certain investments, enter into certain transactions with affiliates and make strategic acquisitions or exploit business opportunities. For additional information, on these restrictions and other terms under the 2032 Notes Indenture and the Credit Agreement see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Notes—Senior Secured Notes due 2032” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.”
Moreover, subject to the limitations contained therein, the agreements governing our existing debt allow us to incur certain additional debt. This has the effect of reducing the amount of funds available to be paid to shareholders in the event of an insolvency, liquidation, reorganization, dissolution or other winding-up. In addition, the agreements governing our existing debt do not prevent us from incurring other liabilities that do not constitute indebtedness. Any such additional debt or other liabilities could further exacerbate the risks associated with our substantial leverage.
Furthermore, the documents governing the Sponsor Financing (as defined below) contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants under the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” In addition, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.” For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.
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Our financial results may be impacted by changes to IFRS Accounting Standards.
We report our financial condition and results of operations in accordance with IFRS Accounting Standards. Changes to IFRS Accounting Standards may cause our future reported financial condition and results of operations to differ from current expectations, or historical results to differ from those previously reported due to the adoption of new accounting standards on a retrospective basis. We monitor potential accounting and other reporting changes and, when possible, we determine their potential impact and disclose significant future changes in our financial statements that we expect as a result of those changes. For further information, see Note 3 to our audited consolidated financial statements included elsewhere in this annual report.
Our operation of any public-private partnerships we may enter in the future may subject us to additional risks and uncertainties.
In 2010, we entered into an agreement for our first PPP with EsSalud to rebuild Centro Ambulatorio Trecca, an outpatient facility (which is currently not in use) to provide healthcare services to patients covered through EsSalud, as a high-rise treatment center, to be operated on behalf of EsSalud. There are substantial risks and uncertainties associated with this agreement, and any additional PPPs that we may enter into in the future. For example, we signed the Torre Trecca PPP Agreement with EsSalud in 2010, but were not able to receive the authorizations to commence the construction phase until February 2026 because of delays in the approvals of technical and engineering studies. In February 2026, the parties entered into an amendment to the Centro Ambulatorio Trecca PPP Agreement, which updated the economic conditions of the project, incorporated additional investments and services and established the contractual framework required to proceed with the investment phase and the project’s financial closing.
PPP projects involve complex contractual, regulatory and administrative frameworks and require coordination with governmental entities. As a result, the development and execution of these projects may be subject to delays associated with regulatory approvals, administrative processes or the satisfaction of contractual conditions required to initiate the investment phase.
In addition, our experience operating projects under PPP structures is limited and we may underestimate the level of resources or expertise necessary to successfully develop and operate such projects or to achieve the expected benefits. Although payment obligations under the PPP agreement are supported by contractual arrangements, including fiduciary mechanisms for the administration of project revenues, these mechanisms may not fully eliminate the risk of delays or failures in payment by the public counterparty.
Payments under PPP projects are typically subject to the verification and approval of construction, equipment or operational milestones by the relevant governmental authority or supervising entity. Any delays or disagreements in the certification of such milestones could result in delays in payments or disputes under the PPP agreement.
Moreover, given the nature of PPP projects, we expect any future PPPs to generate lower margins than our current business segments have historically generated. In addition, the quality of medical services provided by governmental agencies may be considered deficient and over capacity, and our association with such agencies and any complaints of the quality of government health services may adversely affect our reputation. Our failure to successfully manage these risks could have a material adverse effect on our business, results of operations, financial condition and prospects.
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Political, economic and social conditions in Mexico, could materially and adversely affect Mexican economic policy and legislation and, in turn, our business, financial condition, results of operations and prospects.
During the year ended December 31, 2025, we derived 24% of our revenues from contracts with customers in Mexico, including 3% of our revenues from the sale of dental,vision and oncological insurance policies. As such, our results of operations are dependent on the ability of patients and other payers in Mexico to pay for services at our hospitals and clinics and our oncological, dental and vision plans. Our business, financial condition, and results of operations could be affected by changes in economic and other policies of the Mexican government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Mexico, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.
In Mexico, 2024 was marked by the presidential, state, and local elections as the country faced the biggest election in its history based on the number of offices that were contested. These elections resulted in the election of President Claudia Sheinbaum from the ruling party. The same party secured a majority of the seats in the Senate and the House of Representatives, with the coalition holding a qualified majority in the Mexican House of Representatives and nearing a qualified majority in the Senate. This political dominance grants the National Regeneration Movement, or Morena, and its coalition significant authority to enact changes to the Mexican Constitution, laws, policies, and regulations.
The Mexican federal government occasionally makes significant changes in policies and regulations and may do so again in the future. The current Mexican administration has approved wide-ranging constitutional reforms including (i) significant modifications to the Mexican judicial system, including the election of all judges, federal magistrates and supreme court justices by popular vote, (ii) the elimination of autonomous governmental bodies, such as the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos), the Energy Regulatory Commission (Comisión Reguladora de Energía), the National Institute of Transparency, Access to Information and Protection of Private Data (Instituto Nacional de Transparencia, Acceso a la Información y Protección de Datos Personales), the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones), the National Council for Evaluation of Social Development Policy (Consejo Nacional de Evaluación de la Política de Desarrollo Social) and the Federal Antitrust Commission (Comisión Federal de Competencia Económica) and (iii) the transfer of the National Guard (Guardia Nacional) to the Ministry of Defense (Secretaría de Defensa).
In February 2026, President Sheinbaum’s administration proposed a significant electoral reform that may materially impact the political landscape. This reform would overhaul the electoral system by reducing public funding for political parties, cutting the budget of the National Electoral Institute (Instituto Nacional Electoral), and eliminating proportional representation seats in the legislature. This reform, if enacted, could substantially alter Mexico’s electoral framework and governance structures. The proposed changes require constitutional approval and face political opposition, which creates uncertainty regarding their final form and timing.
The previous administration, led by President López Obrador, took several actions that have significantly undermined investor confidence in private ventures, particularly following the results of public referendums that led to the cancellation of public and private projects authorized by previous administrations, such as the construction of the new Mexican airport, which immediately prompted a revision of Mexico’s sovereign rating. During President’s Lopez Obrador’s administration the government drastically cut spending and the current administration may cut spending in the future which may adversely affect economic growth. Federal Government actions, such as those implemented to control inflation, federal spending cuts and other regulations and policies may include, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls and limits on imports. It is considered likely by many that the President Sheinbaum will continue to implement similar policies as those of former President Lopez Obrador.
The Mexican economy has experienced balance of payments deficits and shortages of foreign exchange reserves in the past and may do so again in the future. Although there are currently no foreign exchange controls in Mexico, the Mexican government has imposed such controls in the past. In the event of serious balance of payments difficulties, Mexico would have the right under the United States-Mexico-Canada Agreement (USMCA) to impose foreign exchange controls on investments made in Mexico, including those made by U.S. investors. Any such measures could restrict our ability to access U.S. dollars to meet our U.S. dollar-denominated obligations and could materially and adversely affect our business, financial condition, results of operations, cash flows, or prospects.
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We cannot predict the nature or extent of any future legal or constitutional reforms or whether they will be enacted. However, further measures that challenge the autonomy of governmental institutions or the independence of the judicial system could negatively impact the Mexican economy, undermine investor confidence, and disrupt our business operations and financial results in Mexico. We cannot assure you that any changes to laws, policies, or regulations may not adversely affect our business, financial condition, and results of operations in Mexico.
For several years Mexico has experienced and continues to experience significant violence relating to illegal drug trafficking and organized crime, particularly in Mexico’s northern states near the U.S. border. On January 20, 2025, cartels, including those operating in Mexico, were designated as foreign terrorist organizations and specially designated global terrorist. This increase in violence has had an adverse impact on the economic activity in Mexico and may continue to do so. In addition, social instability in Mexico and adverse social or political developments in or affecting Mexico could adversely affect us and our financial performance. Also, violent crime may increase our insurance and security costs. We cannot assure you that the levels of violent crime in Mexico or its expansion to a larger portion of Mexico, over which we have no control, will not increase. Corruption and links between criminal organizations and government authorities also create conditions that affect our business operations, as well as extortion and other acts of intimidation, which may have the effect of limiting the level of action taken by federal and local governments in response to such criminal activity. An increase in violent crime or social unrest could adversely affect our business, financial condition, results of operations and prospects.
We cannot predict the impact that political, economic and social conditions will have on the Mexican economy. Furthermore, we cannot provide any assurances that political, economic or social developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition, results of operations and prospects.
Mexico’s relationship with the United States may adversely change following the results of the U.S. presidential election.
On January 20, 2025, President Donald J. Trump was inaugurated for his second term as the 47th President of the United States. The Republican Party also regained control of the Senate. Since taking office, President Trump’s administration has implemented several significant measures, including the enforcement of stringent immigration policies, such as mass deportations of undocumented migrants, and the strengthening of border security.
The U.S. administration has also begun implementing new and stricter immigration enforcement policies, including a significant increase in deportations and other measures designed to deter immigration to the United States. These policies may have the effect of reducing remittances in Mexico, which could have a negative adverse impact on the Mexican economy and, consequently, our business, financial condition, results of operations, cash flows or prospects. We cannot guarantee that the future political environment in Mexico and the United States, over which we have no control, will not have a material adverse effect on our business, results of operations or financial condition. Moreover, we cannot assure you that the changes in policies and legislation by the administrations in office in the United States and Mexico, may not affect the Mexican economy, causing a significant adverse effect on our business, financial condition, results of operations or prospects.
These policies adopted by the United States may introduce uncertainties in regulatory frameworks and could lead to increased operational costs for businesses reliant on international trade and immigrant labor. As the United States’ primary trading partner and southern neighbor, Mexico is particularly vulnerable to the Trump administration’s new immigration policies and intended trade actions, which could disrupt trade relations, labor markets, and trade stability. Furthermore, if the Mexican economy falls into recession, there could be a rise in unemployment or a decline in formal employment which would negatively impact our sales of insurance plans in Mexico. There can be no assurance as to what the new United States’ administration will do nor the impact any such measures or any others may have on Mexico. The economic and political consequences may have an adverse effect on the Mexican economy, which in turn could affect our business, financial condition, results of operations and prospects in Mexico. We cannot assure you that developments in other emerging market countries, the United States or elsewhere will not have a material adverse effect on our business, financial condition, results of operations and prospects in Mexico.
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Economic, social and political developments in Peru, including political instability, social unrest, inflation and unemployment, could have a material adverse effect on our businesses and our results of operations may be negatively affected by recent political instability in Peru.
We derived 44% and 40% of our revenues from contracts with customers in Peru for the years ended December 31, 2025 and 2024, respectively. As such, our results of operations are dependent on the ability of patients in Peru to pay for services at our hospitals and clinics and our oncology plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Peru, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.
Peru has experienced political instability from time to time, spanning a succession of regimes with differing economic policies and programs. Although Peru has been widely considered a stable democracy in recent years, on September 30, 2019, President Martín Vizcarra took executive action to dissolve the Peruvian Congress and called for a new election of congressional members, giving rise to a protracted period of political crisis, including the impeachment of Mr. Vizcarra and several subsequent changes of president prior to the next election. On December 7, 2022, then-President Pedro Castillo Terrones undertook an illegal executive action to dissolve the Peruvian Congress. On that same day, with the support of all major political institutions, Mr. Castillo was removed from office by Congress and arrested under the alleged charges of rebellion and conspiracy. On November 27, 2025, the Special Criminal Chamber of the Supreme Court sentenced Mr. Castillo to eleven years of imprisonment for conspiracy to commit rebellion in connection with the 2022 events, and he has been barred from holding public office.
Following the removal of Mr. Castillo, the then-Vice President, Dina Boluarte, assumed the position of President of Peru in accordance with the Peruvian Constitution, which resulted in multiple protests and social unrest across the country claiming for new elections to be called. In contrast to Mr. Castillo, Ms. Boluarte pursued more business-friendly and open-market economic policies, to stimulate economic growth and stability, a key feature of the Peruvian economy over the past 30 years. On October 10, 2025, Ms. Boluarte was removed from office by Congress on grounds of “permanent moral incapacity” amidst claims of corruption and social unrest and the then President of Congress, Jose Jerí, assumed the position of President of Peru in accordance with the Peruvian Constitution.
On February 17, 2026, Congress removed Mr. Jerí as President of Congress, consequently, also ceasing his role as acting President of the Republic. On February 18, 2026, Congress elected Jose Maria Balcazar Zelada as President of Congress, who, pursuant to the constitutional line of succession, has assumed the position of acting President of the Republic until July 28, 2026, the date on which the new president is expected to be appointed following the April 2026 general elections.
Peru is currently governed by an interim administration and has a highly fragmented Congress in which no single political party holds a majority. Legislative fragmentation may limit the government’s ability to approve structural reforms or address key public policy challenges and may increase the likelihood of legislative gridlock, ministerial censures, impeachment proceedings or the approval of populist measures that could adversely affect the business environment.
On April 12, 2026, Peru held the first round of general elections to elect a new President, two Vice Presidents and a new bicameral Congress (comprised of a Chamber of Deputies and a reinstated Senate) for a five-year term. Based on the official preliminary results published by the Peruvian electoral authorities, no presidential candidate obtained the required majority to be elected in the first round. Former congresswoman Keiko Fujimori secured first place and will advance to a second-round runoff election scheduled for June 2026; however, as of the date of this report, it remains uncertain which candidate will compete against her in the runoff.
The electoral process has been affected by operational disruptions at certain polling stations, delays in the counting of votes and public allegations of irregularities made by various political actors, some of which remain subject to review or investigation by the relevant electoral authorities. While the official electoral bodies have stated that the process is ongoing and that challenges are being addressed pursuant to applicable legal procedures, these developments have contributed to heightened political uncertainty.
In parallel, the elections have resulted in a highly fragmented Congress, with representation from multiple political parties and no single party expected to hold an absolute majority. This political fragmentation, together with continued electoral disputes, could limit the ability of the executive branch to enact legislation and may increase the risk of political instability, legislative gridlock or abrupt changes in public policy.
Although most Peruvian governments and members of Congress elected in the last 30 years have generally maintained economic policies based on free market and contractual liberty, a new administration may pursue policies that are detrimental to the Peruvian economy and/or negatively affect our industry in general, and our results of operations.
The pending outcome of the presidential runoff election, the composition of the new Congress, and the challenges associated with the political transition may result in changes to laws, regulations, tax regimes, labor rules, healthcare policy, and other government actions, as well as increased social unrest or weakened institutional effectiveness, any of which could materially and adversely affect our operations in Peru, our industry, our financial condition, or our results of operations.
In addition, the economic contraction in Peru in the last few years, particularly in 2023, along with inflation, growing public deficit, and the weakening of economic growth in Peru’s trading partners have adversely impacted Peru’s economy and may continue to do so. Furthermore, economic conditions in the region may affect the Peruvian economy. For example, Venezuela, under the rule of President Nicolás Maduro, has suffered economic collapse and mass emigration since 2015, including to Peru. The influx of migrants to Peru has put a strain on the country and threatens to increase political and economic instability, insecurity levels and social conflict in the region. Despite a trend toward reduced inflation and greater political stability, social and political tensions and high levels of poverty and unemployment in Peru continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation, nationalization, suspension of the enforcement of creditors’ rights and new taxation policies. There can be no assurance that Peru will not face political, economic or social problems in the future or that these problems will not adversely affect our business, financial condition and results of operations.
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A deterioration of political stability and any resulting effects on the Peruvian economy could affect our patients’ ability to afford our healthcare services, our ability to expand and grow consistently with our strategic plans or otherwise negatively affect our business, financial condition and results of operations.
Economic, social and political developments in Colombia, including political and economic instability, violence, inflation and unemployment, could impact Colombian economic policy and legislation, and thus have a material adverse effect on our businesses, financial condition and results of operations.
We derived 33% and 33% of our revenues from contracts with customers in Colombia for the years ended December 31, 2025 and 2024, respectively. As such, our results of operations are dependent on the ability of patients in Colombia to pay for services at our hospitals and clinics. Decreases in the economic growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, impact our financial condition and results of operations. Colombia’s central government fiscal deficit and growing public debt could adversely affect the Colombian economy. The Colombian fiscal deficit was 8.0% in 2025, 6.7% in 2024, 4.2% of GDP in 2023 and 5.3% of GDP in 2022. In 2025, Colombia’s inflation moderated from the 2024 levels, but remained above the Colombian Central Bank’s (or BanRep) 3.0% target, with BanRep maintaining a cautious stance and keeping the benchmark interest rate at 9.25% since May 2025 to support disinflation.
Additionally, economic conditions in the region may affect the Colombian economy. For example, Venezuela, has suffered economic collapse and mass emigration since 2015, including to Colombia. The influx of migrants to Colombia has put a strain on the country and threatens to increase political and economic instability and social conflict in the region. If the Colombian economy continues to deteriorate as a result of these or other factors, our business, results of operations and financial condition could be adversely affected. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy.
President Gustavo Petro, who took office in August 2022, inherited high government spending levels, and measures to meet fiscal targets led to protests around the country. Furthermore, although in recent history Colombian administrations have pursued free market economic policies with minimal economic interventions, the current government and its supporting parties in the Colombian Congress have pursued a series of reforms aimed at intervening in Colombia’s economy by proposing significant changes to fiscal, regulatory, health, education, pension, and labor policies.
For example, the House of Representatives (Cámara de Representantes) of the Colombian Congress approved a pension reform bill on June 28, 2025, amid an extraordinary session so as to correct procedural flaws previously identified by the Constitutional Court. Congress gave its final endorsement to the proposed reform, adopting without changes the version previously passed by the Senate. The approved reform has not yet been sanctioned or enacted, since the Constitutional Court must still determine whether the procedural flaws were corrected and are in line with the Colombian Constitution. Once the Constitutional Court has finished its review provided that it finds it is compliant with Colombian law, the reform will formally enter into force. The reform provides for a system structured around four pillars: the solidarity pillar, which provides a basic income to elderly individuals in vulnerable conditions; the semi-contributory pillar, which grants a lifetime income to those who did not qualify for a pension but have contributed weeks (i.e., weeks for which contributions have been made to the Colombian social security fund) or savings; the contributory pillar, which combines contributions to the Colombian public pension fund (Colpensiones) and private pension funds into a single pension; and the voluntary savings pillar, for those who wish to enhance their pension. The reform also includes the creation of a new savings fund managed by the Central Bank (Banco de la República), a transition regime for individuals with previously accumulated weeks under Law 100 of 1993, and adjustments to contribution rates based on income levels.
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Furthermore, on June 25, 2025, the Colombian President signed into law Law 2466 of 2025, which was previously approved by the Colombian Congress on June 20, 2025. This law provides for a comprehensive labor reform, and further regulation is expected for certain key aspects. Law 2466 of 2025 introduced significant changes to the country’s labor regulations which are expected to have a material impact on the employment framework applicable to companies operating in Colombia, as employers and an increase in the compensation system for employees. Key aspects of the reform include, among others: (i) stricter limitations on the use of fixed-term and temporary contracts, (ii) increased requirements and costs associated with overtime, night work, and work on Sundays and holidays, (iii) a stricter procedure for disciplinary sanctions, (iv) an eight hour per day working hour limit, and (v) labor rights for SENA apprentices, who are now considered to have a special fixed term employment agreement, that are consistent with the labor rights of other employees. In addition, on December 29, 2025, Colombia’s government issued a decree that the country’s minimum wage beginning on January 1, 2026, would be COP 1.75 million per month, a 22.7% increase, which may impact our operating expenses, as well as put pressure on inflation, public spending and interest rates in Colombia. Currently, this decree is subject to review by Administrative Court. Also, from July 2026, the maximum legal work schedule will be 42 hours per week, which could require changes to the shift structure and increase labor costs. Additional reforms remain under discussion and outcomes are uncertain, including with respect to health care and tax policy. We cannot predict what policies will be adopted by the Colombian government and whether those policies will adversely affect the Colombian economy and, consequently, our business, results of operations, and financial condition.
Furthermore, Colombia has suffered from periods of widespread criminal violence over the past four decades, primarily due to the activities of guerrilla groups such as the Fuerzas Armadas Revolucionarias de Colombia (the “FARC”) and the National Liberation Army (“ELN”), paramilitary groups and drug cartels. In regions of the country with limited governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands subsist in Colombia, and allegations have surfaced regarding members of the Colombian Congress and other government officials having ties to guerilla and paramilitary groups. In November 2016, former President Juan Manuel Santos signed a peace deal with the FARC, and FARC guerillas began a process of disarming, which was completed in June 2017. Although the Colombian Congress has approved certain regulations to implement the peace deal, certain FARC members announced their return to arms. On February 16, 2023, at a public hearing convened by the Peace Commission of the House of Representatives (Comisión de Paz de la Cámara de Representantes), the Director of the Peace Accord Implementation Unit (Unidad de Implementación del Acuerdo de Paz) reiterated the national government’s willingness to comply with the agreements, highlighting, among other issues, the coordinated work with all entities to recover the spirit of the peace deal, the allocation of 50.4 billion Colombian pesos in the National Development Plan (Plan Nacional de Desarrollo), as well as the actions that are being carried out to strengthen security guarantees. However, it is unclear if this will result in the full implementation of the peace deal. If the peace deal is only partially implemented, violence associated with the FARC may escalate. In addition, the Colombian government has attempted many rounds of negotiations with the ELN to end a five-decade war. However, more recently the government has decided to suspend the negotiations because, according to President Petro, the ELN lacks the willingness to engage in dialogue to achieve peace, which has triggered waves of violence and the continuation of attacks by the ELN. The continuation or escalation in the violence associated with the FARC or the ELN may have a negative impact on the Colombian economy or on us, which may affect our patients, employees, assets and projects in the region, as well as our ability to acquire new assets, which could have a material adverse effect on our business, financial condition and results of operations.
Our operations could be adversely affected by adverse climate conditions and other natural disasters.
Mexico, Peru and Colombia are affected by El Niño, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Mexico, Peru and Colombia and various other effects in other regions in these countries and other parts of the world. The effects of El Niño, which typically occurs every two to seven years, include flooding and the destruction of fish populations and agriculture, and it accordingly can have a negative impact on the Mexican, Peruvian and Colombian economies. For example, in early 2017, El Niño adversely affected agricultural production, transportation services, tourism and commercial activity in Peru, caused widespread damage to infrastructure and displaced people and resulted in a 1.5% drop in GDP growth in 2017 relative to 2016 figures. The Peruvian government estimated that El Niño caused US$3.1 billion in damages in affected regions. Although El Niño did not have a material adverse effect on our business, we were forced to temporarily close certain facilities in the northern part of Peru.
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Mexico, Peru and Colombia are also located in areas that experience seismic activity and occasionally are affected by earthquakes. For example, on May 26, 2019, an earthquake of 8.0 magnitude struck a remote part of the Amazon in Peru, resulting in collapsed buildings, certain power failures and two reported deaths. In addition, in 2017, an earthquake of 7.4 magnitude struck Mexico, resulting in a significant number of deaths and material losses across the country. Although none of our hospitals and clinics in Mexico, Peru and Colombia have been materially affected by natural disaster to date, a major earthquake, volcanic eruption, hurricane, flood or other natural disaster caused by El Niño or otherwise could damage the infrastructure necessary to their operations.
Our insurance may not be adequate to cover the damages our infrastructure experiences and the occurrence of an earthquake in particular and any other natural disasters could adversely affect our business, results of operations and financial condition. See “—Our insurance policies may be insufficient to cover potential losses.”
Furthermore, limited access to water in water-scarce regions, such as Lima, Arequipa, northern Peru and Monterrey, represents a significant risk to the operational continuity of our clinics. Restricted water availability can affect hygiene, sanitation and equipment sterilization, compromising service quality and patient safety.
In addition, natural disasters, accidents and other similar events, including power loss, may discontinue the normal operations of our hospitals. Any such event could adversely affect our ability to provide services to patients and result in loss of lives and injury. Any of these events and other factors beyond our control could have an adverse effect on the overall business sentiment and environment, our reputation and materially and adversely impact our business, financial conditions and results of operations.
Any future pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our facilities could adversely impact our business.
The operation of a hospital involves the treatment of patients with a variety of infectious diseases. Previously healthy or uninfected people may contract serious communicable diseases in connection with their stay or visit at hospitals. In addition, these germs or infections could also infect employees and thus significantly reduce the treatment and care capacity at the medical facilities involved in the short, medium and long term.
Any future pandemic, epidemic, outbreak of a contagious disease or other public health crisis could similarly disrupt our operations, diminish the public trust in our healthcare services, especially if we fail to accurately or timely diagnose any future contagious diseases and adversely affect our business, financial condition and results of operations. For example, although our hospitals are essential businesses, we were ordered to cancel all elective, non-emergency procedures and outpatient consultations in Peru and Colombia as a result of the COVID-19 pandemic, restricting our services to emergency care only for the duration of the lockdowns. As a result, revenue from our Healthcare Services in Peru and Healthcare Services in Colombia segments presented a low level of growth in 2020. We also saw a significant increase in the cost of sales and services throughout 2020 due to an increase in the prices of personal protective equipment and experienced staffing shortages at our hospitals and clinics. In addition, the introduction of new laws and regulations, or changes to existing ones, as a response to a future pandemic, epidemic or public health crisis is difficult to predict and could materially affect our business. For example, we may be required to enter into unprofitable arrangements to treat victims of a pandemic or epidemic due to a widespread health emergency, which could negatively impact our results. Our facilities could also be affected by the withdrawal of licenses, permits or authorizations as a result of a pandemic, epidemic or outbreak. Although we have disaster plans in place and operate pursuant to infectious disease protocols, the potential impact of a pandemic, epidemic or outbreak of a contagious disease with respect to our markets or our facilities is difficult to predict and could adversely impact our business.
Our operations are highly concentrated in Lima, Monterrey and Medellín.
For the year ended December 31, 2025, 37.3%, 20.9% and 18.0% of our revenues from contracts with customers were derived from operations in Lima, Monterrey and Medellín, respectively. As such, our results of operations are particularly dependent on economic, social and political developments in these cities and the ability of customers in these cities to afford our healthcare services or purchase our healthcare plans, as applicable. In addition, any earthquakes or other natural disasters, or any other disruptive occurrences such as political or social unrest, sustained power failures or outbreaks of epidemics or pandemics, such as the novel coronavirus outbreak, that have a negative impact on our infrastructure in these cities could have a disproportionate impact on our ability to provide healthcare services to our patients. As a result, if Lima, Monterrey or Medellín experience a decline in economic, social or political conditions or a serious natural disaster, it could have a material adverse effect on our business, financial condition and results of operations.
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Developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the market price of many Latin American securities.
The market value of securities issued by companies with operations in the Latin American region, such as ours, may be affected to varying degrees by economic, political and market conditions in other countries, including other Latin American and emerging market countries. Although macroeconomic conditions in such Latin American and other emerging market countries may differ significantly from macroeconomic conditions in Mexico, Peru and Colombia, investors’ reactions to developments in these other countries may have an adverse effect on the market values of our securities. For example, political and social unrest in Latin American countries, including Ecuador, Chile, Bolivia and Colombia has sparked political demonstrations and, in some instances, violence. Similarly, economic problems in emerging market countries outside of Latin America have also caused investors to view investments in emerging markets more generally with heightened caution. Unforeseen production shortages, interruptions to business operations and supply chain disruptions as a result of the military conflict between Russia and Ukraine could adversely impact our business. Crises in world financial markets could also affect investors’ views of securities issued by companies that operate in emerging markets. Crises in other emerging market countries may hamper investor enthusiasm for securities of issuers with operations in Latin America which could adversely affect the market price of the class A shares. This could also make it more difficult for us and our subsidiaries to access the capital markets and finance our operations in the future on acceptable terms, or at all.
Increased inflation in Mexico, Peru or Colombia could have an adverse effect on the Mexican, Peruvian and Colombian economies generally and, therefore, on our business, financial condition and results of operations.
In the past, Mexico, Peru and Colombia all have suffered through periods of high inflation and hyperinflation, which has materially undermined their economies and their respective governments’ ability to create conditions that support economic growth. High inflation and hyperinflation have the effect of making our services more expensive for our patients and decreasing their ability to afford our services. Any such impact on the Mexican, Peruvian or Colombian economy from inflation may have a material adverse effect on our business, financial condition and results of operations.
Corruption in the countries where we operate could have an adverse effect on our business and operations.
We are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the Ley General de Responsabilidades Administrativas in Mexico and other anti-corruption laws that apply in countries where we do business. Our internal policies provide for compliance with all applicable anti-corruption laws. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures will always protect us from unauthorized reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in severe criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, financial condition, results of operations and cash flows. Corruption in the countries where we operate could result in our competitors having an unfair advantage over us in securing business. In addition, false accusations of corruption or other alleged wrongdoing by us or our officers or directors may be spread by newspapers, competitors or others to gain a competitive advantage over us or for other reasons. In the event we become the target of corruption allegations, we may need to cease or alter certain activities or embark on expensive litigation to protect our business and employees, which could adversely affect our business, financial condition, results of operations and prospects.
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Variations in foreign exchange rates may adversely affect our financial condition and results of operations.
The Mexican, Peruvian and Colombian currencies have fluctuated against the U.S. dollar, each other and other foreign currencies over the last four decades. For the year ended December 31, 2025, we generated 44% of our revenues in Peruvian soles, 33% of our revenues in Colombian pesos and 24% of our revenues in Mexican pesos. Our consolidated statement of income and other comprehensive income is presented in Peruvian soles and is impacted by the translation of income and expenses of transactions in Colombian pesos and Mexican pesos to Peruvian soles. The Mexican peso, Peruvian sol and Colombian peso have been volatile in recent years, which in turn creates volatility in our results of operations. Fluctuations in the exchange rates of the Colombian peso and Mexican peso to the Peruvian sol could impair the comparability of our results from period to period and depreciation in such exchange rate could have a material adverse effect on our results of operations and financial condition.
Global political events and developments, fluctuating commodity prices and trade tariff developments have caused global economic uncertainty, which could amplify the volatility of currency fluctuations. Fluctuations in the exchange rates of the currencies in the markets in which we operate to the U.S. dollar impacts our cash flows. We purchase our pharmaceuticals from local distributors in local currency; however, prices are impacted by the price of such pharmaceuticals globally in U.S. dollars and fluctuations in the exchange rates of the Mexican peso, Peruvian sol and Colombian peso to the U.S. dollar could increase our costs. Furthermore, some of our capital expenditures, such as the purchase of medical equipment, are paid for in U.S. dollars and depreciation of the Mexican peso, Peruvian sol and Colombian peso against the U.S. dollar could reduce or delay the availability of our cash flow to fund such capital expenditures.
We are also exposed to the foreign exchange rate risk associated with our U.S. dollar-denominated debt. As of December 31, 2025, 31.1% of our liabilities were denominated in U.S. dollars. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss. For more information see Note 29 to our audited consolidated financial statements.
Depreciation of the Colombian peso or Mexican peso against the Peruvian sol or the Mexican peso, Peruvian sol or Colombian peso against the U.S. dollar and/or other currencies may therefore adversely affect our business, financial condition and results of operations.
Changes in tax laws in Mexico, Peru, Colombia, Luxembourg or any other relevant jurisdiction may increase our tax liabilities and, as a result, have a material and adverse effect on us.
The tax regimes we are subject to or operate under may be subject to significant change. Changes in tax laws or tax rulings or changes in interpretations of existing laws, in Luxembourg and in other countries where we have significant operations could materially affect our results of operations and financial condition.
The Peruvian government regularly implements changes to its tax regulations and interpretations. Potential changes may include modifications in the taxable events, the taxable bases or the tax rates or the enactment of temporary taxes that, in some cases, could become permanent taxes. These changes could, if enacted, indirectly affect us. For instance, in recent years the Peruvian government introduced several changes related, among others, to interest expense deduction limits, mandatory use of the banking system, indirect transfer of shares and the concept of permanent establishment.
On May 7, 2019, the Peruvian government approved regulations establishing substantive and procedural provisions for the application of the General Anti-Avoidance Rule (“GAAR”). GAAR gives the Superintendencia Nacional de Aduanas y de Administración Tributaria (“SUNAT”) the power to reclassify certain transactions that are exclusively performed in a manner solely driven by tax reasons, resulting in tax savings or advantages that otherwise would not have been available. As a result, GAAR may have an impact on our taxable base.
We are currently unable to estimate the impact that such reforms may have on our business. The effects of any tax reform that could be proposed in the future and any other changes that could result from the enactment of additional reform or changes in interpretation have not been, and cannot be, quantified. Any changes to the Peruvian tax regime may increase our and our subsidiaries’ tax liabilities or overall compliance costs, which could have a material adverse impact on our business, financial condition and results of operations.
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The Colombian government also regularly implements changes to its tax regulations and interpretations. Colombia has gone through five tax reforms in the last six years, but the Colombian government continues to face serious budgetary constraints and pressure from rating agencies that could lead to future tax reforms, with potential adverse consequences on our financial results.
For example, on December 13, 2022, the Colombian government enacted Law 2277 of 2022. This reform maintained the general corporate income tax rate at 35% and established, as a general rule, a 20% withholding tax on payments made abroad. However, interest derived from foreign indebtedness with a term exceeding one year is subject to a 15% withholding tax.
Dividends distributed out of profits previously subject to corporate income tax are subject to a 20% withholding tax. Dividends distributed out of profits that were not previously taxed are subject, as from 2023, to a 35% withholding tax, plus an additional 20% on the remaining amount, resulting in a combined effective rate of 48%.
The reform also introduced a minimum effective tax rate of 15% calculated on taxable income after certain adjustments. If the effective tax rate is lower than this threshold, taxpayers must increase their income tax liability up to the 15% minimum.
The Colombian government enacted Decree 175 of 2025, which established temporary emergency taxes, including a 1% stamp tax on contracts entered by local entities exceeding approximately US$72,000. This measure remained in force until December 31, 2025 and was not renewed.
In 2026, through Legislative Decree 0150, the Government declared a State of Economic Emergency, granting it extraordinary legislative powers, including the authority to amend taxes. Pursuant to such powers, the Government issued Decree 0173 of 2026, which temporarily established a wealth tax applicable to legal entities and de facto partnerships subject to income tax whose net equity as of March 1, 2026, is equal to or greater than approximately US$2,785,851. The general tax rate is 0.5%, and a special 1.6% rate applies to entities in the financial, insurance and extractive sectors. Subsequently, the National Government issued Decree 0240 of 2026, clarifying that this wealth tax also applies to branches and permanent establishments of foreign entities carrying out activities in Colombia, provided that their net equity as of March 31, 2026, is equal to or greater than approximately US$2,785,851.
The constitutionality of Legislative Decrees 0150 of 2026, 0173 of 2026 and Decree 0240 of 2026 is subject to automatic review by the Constitutional Court. In the context of such review, the court may temporarily suspend the law pending a final decision on the validity of the measures adopted.
In December 2019, the Mexican government published several amendments to the Income Tax Law (Ley del Impuesto sobre la Renta), the Value Added Tax Law (Ley del Impuesto al Valor Agregado), the Excise Tax Law (Ley del Impuesto Especial sobre Producción y Servicios) and the Mexican Federal Tax Code (Código Fiscal de la Federación), most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in recent years and its main objective is to address tax evasion by strengthening the control mechanisms available to the tax authorities. Among the principal modifications that could affect our results of operations are strict restrictions on the deductibility of certain expenses, such as a new limitation on the deduction of net interest that exceeds 30% of taxpayers’ adjusted income, the non-deductibility of certain payments to related parties or through structured agreements with respect to income that is considered subject to preferential tax regimes, or that is subject to hybrid mechanisms. Likewise, important amendments were introduced with respect to the tax regime applicable to foreign entities or legal entities that are transparent for tax purposes, as well as to foreign entities or legal entities whose income is considered subject to preferential tax regimes.
The 2020 tax reform also introduced a new mandatory disclosure regime for transactions that are considered reportable transactions in terms of the provisions of Title VI, Sole Chapter of the Mexican Federal Tax Code (Código Fiscal de la Federación), mainly directed to tax advisors of taxpayers.
Due to a tax reform that came into force on January 1, 2022, various modifications were introduced that may affect our operating results; among them are changes in the parameters for determining foreign exchange gains or losses, limitations on the application of preferential withholding rates in the context of financing entered into with related parties, additional obligations regarding transfer prices and the establishment of additional requirements for crediting the value added tax.
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In Mexico, recent tax interpretations and regulatory changes may affect the ability of insurance companies to credit VAT, which could increase the effective cost of healthcare services for such payers and adversely affect demand and/or pricing for our services.
In Luxembourg, changes in statutory, tax and regulatory regimes may have an adverse effect on our business, financial condition and result of operations. The pace of evolution of fiscal policy and practice has recently been accelerated due to a number of developments.
In particular, the Organization for Economic Co-operation and Development (the “OECD”) together with the G20 countries have committed to addressing abusive global tax avoidance, referred to as base erosion and profit shifting (“BEPS”) through 15 actions detailed in reports released on October 5, 2015 and through the Inclusive Framework on a global consensus solution to reform the international corporate tax system via a two-pillar plan agreed in 2021 (BEPS 2.0).
As part of the BEPS project, new rules have been introduced in Luxembourg to address abusive global tax avoidance. In particular:
The Council of the European Union adopted two Anti-Tax Avoidance Directives (Council Directive (EU) 2016/1164 of July 12, 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (“ATAD I”) and Council Directive (EU) 2017/952 of May 29, 2017 amending ATAD I as regards hybrid mismatches with third countries (“ATAD II”)) that address many of the above-mentioned issues. The measures included in ATAD I and ATAD II have been implemented into Luxembourg domestic law by the law of December 21, 2018 and the law of December 20, 2019. Most of the measures have been applicable since January 1, 2019 and January 1, 2020, respectively, while the reverse hybrid rules have been applicable as from tax year 2022.
The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) was published by the OECD on November 24, 2016. The aim of the MLI is to update international tax rules and lessen the opportunity for tax avoidance by transposing results from the BEPS project into more than 2,000 double tax treaties worldwide. A number of jurisdictions (including Luxembourg) have signed the MLI. The MLI entered into force for Luxembourg on August 1, 2019.
The above-mentioned rules may adversely affect the tax exposure of Auna S.A. in Luxembourg.
With respect to the two-pillar plan, the Luxembourg bill of law no. 8292 has been adopted on December 20, 2023 (the “Pillar 2 Law”) implementing Council Directive (EU) 2022/2523 of December 14, 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the European Union. Most of the measures of the Pillar 2 Law are applicable as from tax years starting on or after December 31, 2023 and may affect the tax position of multinational or large scale-domestic enterprise groups that fall under its scope.
Further, following the adoption of the Luxembourg law of March 25, 2020, as amended from time to time (the “DAC 6 Law”) implementing Council Directive (EU) 2018/822 of May 25, 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (“DAC 6”), certain intermediaries and, in certain cases, taxpayers have to report to the Luxembourg tax authorities within a specific timeframe certain information on reportable cross-border arrangements. The reported information will be automatically exchanged by the Luxembourg tax authorities with the competent authorities of all other EU Member States. As the case may be, the Issuer may take any action that it deems required, necessary, advisable, desirable or convenient to comply with the reporting obligations imposed on intermediaries and/or taxpayers pursuant to the DAC 6 Law. Failure to provide the necessary information under DAC 6 may result in the application of fines or penalties in the relevant EU jurisdiction(s) involved in the cross-border arrangement at stake. Under the DAC 6 Law, late reporting, incomplete or inaccurate reporting, or non-reporting may be subject to a fine of up to EUR 250,000.
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We cannot assure you that Mexican, Peruvian, Colombian and Luxembourg tax laws or/and the laws of any other relevant jurisdiction will not change or may be interpreted differently by authorities, and any change could result in the imposition of significant additional taxes or increase our current tax liabilities. Differing interpretations could result in future tax litigation and associated costs. Moreover, the Mexican, Peruvian and Colombian governments have significant fiscal deficits that may result in future tax increases. Additional tax regulations could be implemented requiring additional tax payments, negatively affecting our business, financial condition and results of operations.
We are exposed to the risk of potential expropriation or nationalization of our assets in some of the countries where we operate.
We are exposed to the risk of potential expropriation and nationalization of our assets that are located in the various countries in which we operate; therefore, we cannot assure you that the local governments will not impose retroactive changes that could affect our business, or that would force us to renegotiate our current agreements with such governments. The occurrence of such events could materially affect our financial condition, results of operations and prospects.
A downgrade, suspension or withdrawal of any credit rating assigned by a rating agency to us could cause the liquidity or market value of the class A shares to decline significantly, and could also adversely affect our cost of funding and access to financing.
Any credit rating is an assessment by rating agencies of our ability to pay our debts when due. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. Consequently, real or anticipated changes in any credit ratings could affect our results of operations and the value of the class A shares. There can be no assurance that any credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agencies if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our Company, so warrant.
The market price of our class A shares may fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our class A shares may prevent you from being able to sell your class A shares at or above the price you paid for them. The market price and liquidity of the market for our class A shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:
actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;
investor perceptions of our prospects or our industry;
operating performance of companies comparable to us and increased competition in our industry;
new laws or regulations or new interpretations of laws and regulations applicable to our business;
general economic trends in Mexico, Peru, Colombia and Latin America in general;
catastrophic events, such as earthquakes and other natural disasters; and
developments and perceptions of risks in Mexico, Peru, Colombia and other emerging markets.
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Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.
As of December 31, 2025, Enfoca, our controlling shareholder, held approximately 72.9% of our class B shares representing 68.3% of our combined voting power, and as such, continues to be our controlling shareholder. As a holder of class A shares, you will be entitled to one vote per class A share. As a result of its ownership of the majority of our voting power, Enfoca will have the ability to control the outcome of, among other matters, the election of our board of directors and, through our board of directors, decision-making with respect to our business direction; policies, including the appointment and removal of our officers and the fixing of directors’ compensation; major corporate transactions, such as mergers and acquisitions; changes to our articles of association; and our capital structure. Enfoca will retain this control over significant corporate matters for as long as it, either by itself or together with Mr. Pinillos, directly or indirectly holds in the aggregate at least 10% of the voting power of our issued and outstanding share capital. See “Item 10. Additional Information—B. Memorandum and Articles of Association.” As a result, Enfoca may use its significant influence over our business without regard to the interests of other shareholders, including in ways that could have a negative impact on your investment in the class A shares.
On October 5, 2022, we acquired 100% of the outstanding share capital of Hospital y Clínica OCA, S.A. de C.V. (“OCA”) DRJ Inmuebles, S.A. de C.V. (“DRJ”), Inmuebles JRD 2000, S.A. de C.V. (“Inmuebles JRD 2000”) and Tovleja HG, S.A. de C.V. (“Tovleja” and together with OCA, DRJ and Inmuebles JRD 2000, “Grupo OCA”), a leading healthcare group in Monterrey, Mexico. The aggregate purchase price was US$677.0 million, subject to purchase price adjustments. We funded our purchase of Grupo OCA through the incurrence of indebtedness, as well as a capital contribution by certain of our shareholders, which they financed through the incurrence of indebtedness (the “Sponsor Financing”). Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. We are not a party to nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Furthermore, the lenders under the Sponsor Financing do not have recourse against us for the debt or any other amounts owed under the Sponsor Financing, nor do we have any obligation to repay the debt under the Sponsor Financing. On June 26, 2025, Enfoca, Mr. Pinillos and the pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. The documents governing the Sponsor Financing contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. Following the repayment in full of the Sponsor Financing, the pledges on the shares securing the Sponsor Financing will be released. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.” The exercise of any of these remedies could conflict with your interests which may impact your investment in the class A shares and may subject us to additional risks and uncertainties. For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.
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Furthermore, our Executive Chairman of the Board and President, Jesús Zamora (“Suso Zamora”), and some of our directors, including Suso Zamora, Jorge Basadre and Leonardo Bacherer, are employed by or otherwise affiliated with Enfoca as directors on their board of directors. Although these directors and officers attempt to perform their duties within each company independently, such employment relationships and affiliations could give rise to potential conflicts of interest when a director or officer is faced with a decision that could have different implications for the two companies. These potential conflicts could arise, for example, over matters such as the desirability of changes to our business and operations, funding and capital matters, regulatory matters, matters arising with respect to agreements with Enfoca, board composition, employee retention or recruiting, labor, tax, employee benefit, indemnification and our dividend policy and declarations of dividends, among other matters.
You may not be able to sell class A shares you own at the time or the price you desire because an active or liquid market for these securities may not develop.
If an active trading market for our class A shares does not develop, you may have difficulty selling any of our class A shares that you buy. Our class A shares are listed on the NYSE and on the Lima Stock Exchange (“BVL”) under the symbol “AUNA.” We cannot predict whether an active, liquid public trading market for our class A shares will develop or be sustained. Active, liquid trading markets generally result in lower price volatility and respond more efficiently to orders from investors to purchase or sell securities. Liquidity of a securities market is often a function of the volume of the underlying shares that are publicly held by unrelated parties. As a result, any purchase of class A shares by affiliates may reduce the liquidity of our class A shares relative to what it would have been if such shares were purchased by non-affiliates. As a result of these and other factors, you may be unable to resell your class A shares at a price you desire.
Substantial sales of class A shares could cause the price of our class A shares to decrease.
As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement as described above, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause Enfoca to lose its voting control and the lenders under the Sponsor Financing to sell the pledged shares or the market to perceive that they intend to do so, which may cause the market price of our class A shares to decline significantly. For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.
In addition, pursuant to the Registration Rights Agreement (as defined herein), subject to several exceptions, certain of our existing shareholders have the right, subject to certain conditions, to require us to register the sale of their ordinary shares under the Securities Act. See “Related Party Transactions—Registration Rights Agreement.” The shares covered by demand registration rights represent approximately 43.3% of our outstanding ordinary shares. If these existing shareholders exercise their registration rights, the market price of our class A shares could decline significantly if they sell class A shares or the market perceives that they intend to do so.
Furthermore, in lieu of selling class A shares, Enfoca may elect to convert its class B shares into class A shares and distribute those class A shares to its fund investors as part of an in-kind distribution, which may cause Enfoca to lose its voting control. In such an event, if the recipients of these shares are not affiliates of the Company, they will be able to sell their shares freely in the public market without restriction. Sales of substantial amounts of our class A shares by these investors over a short period of time, or the perception that such sales may occur, could materially and adversely affect the market price of our class A shares.
Finally, we may also seek additional capital through a combination of private and public equity offerings, debt financings and other strategic initiatives. To the extent that we raise additional capital through the issuance of equity or otherwise including through convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Future sales of our class A shares or of securities convertible into our class A shares, or the perception that such sales may occur, could cause immediate dilution and materially and adversely affect the market price of our class A shares.
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The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.
Our class B shares, with a nominal value of US$0.10 each, have ten votes per share, and our class A shares, with a nominal value of US$0.01 each, have one vote per share. Enfoca owns directly or indirectly approximately 72.9% class B shares, which represent approximately 68.3% of the voting power of our issued and outstanding share capital.
This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you as a holder of our class A shares might otherwise receive a premium for your shares.
In addition, Enfoca may continue to be able to control the outcome of most matters submitted to our shareholders for approval even if their shareholdings represent less than 50% of all issued shares. Because of the ten-to-one voting ratio between our class B and class A shares, Enfoca will continue to control a majority of the combined voting power of our issued and outstanding share capital even when class B shares represent substantially less than 50% of all issued and outstanding share capital. This concentrated control will limit the ability of holders of our class A shares to influence corporate matters for the foreseeable future, and, as a result, the market price of our class A shares could be adversely affected. Furthermore, any future issuances of class B shares may dilute the voting power of our class A shares which could further exacerbate the risks associated with the dual class structure of our shares.
Additionally, our articles of association provide a classified board, which means that our board of directors will be classified into three classes of directors that are, as nearly as possible, of equal size. (i) The class A directors shall serve for an initial three-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following the expiry of their initial term, each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. In addition to Enfoca’s majority ownership of our voting power, the existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the board of directors, and the prospect of that delay might deter a potential offeror.
The dual-class structure of our ordinary shares may adversely affect price and liquidity of class A shares.
S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual-class structure of our ordinary shares may prevent the inclusion of the class A shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the class shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the class A shares.
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Luxembourg has different corporate disclosure and accounting standards than those you may be familiar with in the United States.
Financial reporting and securities disclosure requirements in Luxembourg differ in certain significant respects from those required in the United States. There are also material differences among IFRS Accounting Standards and U.S. GAAP. Accordingly, the information about us available to you will not be the same as the information available to holders of shares issued by a U.S. company. Although Luxembourg law imposes restrictions on insider trading and price manipulation, applicable Luxembourg laws are different from those in the United States, and the Luxembourg securities markets may not be as highly regulated and supervised as the U.S. securities markets.
As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.
We are a “foreign private issuer” within the meaning of the rules under the Securities Act. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Luxembourg practices concerning corporate governance (which are not mandatory under Luxembourg regulations) and intend to continue to do so. Accordingly, holders of our class A shares may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements. For example, NYSE listing standards provide that the board of directors of a U.S.-listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Luxembourg corporate governance practices, a Luxembourg company is not required to have a majority of independent members on its board of directors. The listing standards for NYSE also require that U.S.-listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Luxembourg law, a Luxembourg company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors. In addition, NYSE rules require the independent non-executive directors of U.S.-listed companies to meet on a regular basis without management being present. There is no similar requirement under Luxembourg law.
Our controlling shareholder controls a majority of the combined voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of the NYSE corporate governance rules. As a controlled company, we are also be eligible to, and, in the event we no longer qualify as a foreign private issuer and for as long as we qualify as a controlled company, we intend to, elect not to comply with certain requirements of the NYSE corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.
Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
As a foreign private issuer, we are exempt from certain provisions applicable to U.S. domestic public companies.
As a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. The information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, holders of our class A shares may not be afforded the same protections or information that would be made available to our shareholders if we were a U.S. company.
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Minority shareholders in Luxembourg are not afforded equivalent protections as minority shareholders in other jurisdictions, such as the United States, and investors may face difficulties in commencing judicial and arbitration proceedings against our company or our controlling shareholder.
Our company is organized and existing under the laws of Luxembourg, our controlling shareholder is organized and existing under the laws of Peru, and a majority of our directors and all of our officers reside in Mexico, Peru or Colombia. Accordingly, investors may face difficulties in serving process on our company, our directors and officers or our controlling shareholder in other jurisdictions, and in enforcing decisions granted by courts located in other jurisdictions against our company, our directors and officers or our controlling shareholder that are based on the laws of certain jurisdictions.
In Luxembourg, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or controlling shareholder as compared to the shareholders of a U.S. company.
Judgments of Luxembourg courts with respect to our class A shares will be payable only in euros.
If proceedings are brought in the courts of Luxembourg seeking to enforce our obligations in respect of the class A shares, we will have the right to discharge our obligations in euros. In the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than euros, a Luxembourg court would have power to give judgment expressed as an order to pay in a currency other than euros. However, enforcement of a judgment against any party in Luxembourg would be available only in euros and for such purposes all claims or debts would be converted into euros.
Our ability to pay dividends is restricted under Luxembourg law.
Our articles of association and the Luxembourg law of August 10, 1915 on commercial companies, as amended (the “1915 Act”), require a general shareholders meeting to approve any dividend distribution, except as set forth below.
Our ability to declare dividends under Luxembourg corporate law is subject to strict conditions such as, most notably, no distribution to the shareholders may exceed the amount of the results of the past financial year (i) plus any carried forward profits and distributable reserves (e.g. share premium or merger premium), (ii) minus carried forward losses and sums to be allocated to an undistributable reserve pursuant to the law or the articles of association. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of association authorize the declaration of dividends more frequently than annually by the board of directors in the form of interim dividends so long as (i) interim financial statements evidence that the company has sufficient distributable amounts to proceed with the contemplated distribution, (ii) the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed to reserve pursuant to the requirements of the law or the articles of association, (iii) the relevant decision of the board of directors is adopted no more than two months following the date of the relevant interim financial statements and (iv) the statutory auditor, in its report to the board of directors, verifies that the above-mentioned conditions are duly fulfilled.
General
Prior to July 6, 2023, we were incorporated in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, we redomiciled to Luxembourg by way of a merger with Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, with Auna S.A. continuing as the surviving entity. Our general telephone and fax numbers is +51 1-205-3500. Our website is www.aunainvestors.com. In addition, the SEC maintains a website that contains information which we have filed electronically with the SEC, including our annual reports, periodic reports and other filings, which can be accessed at https://www.sec.gov. The information contained on our website, any website mentioned in this annual report or any website directly or indirectly linked to these websites, is not part of, and is not incorporated by reference in, this annual report and you should not rely on such information.
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A. History and Development of the Company
Our company was originally founded to address an unmet need in the quality and accessibility of treatment for cancer in Peru. At the end of the 1980s, even though science continued to make advancements with respect to cancer treatment, Peru faced a deep economic crisis and most of the population could not access advanced care for cancer. Patients were usually treated by generalist physicians or specialists in other areas and therefore did not receive adequate treatments. To make matters worse, insurance companies did not provide coverage for cancer.
In 1989, Dr. Luis Pinillos and Dr. Carlos Vallejos, both former directors of INEN (National Institute of Neoplastic Diseases of Peru) and Ministers of Health of Peru, founded Oncosalud to address this unmet need. Oncosalud began as a healthcare coverage program covering oncology services, which at the time cost US$1 per member per month with no deductibles or copayments. The program provided unlimited coverage for cancer treatment through the end of the disease’s cycle, including medicines, surgeries and other treatments, in all cases provided by specialists. With the help of Victor Hugo Gonzales and Juan Serván, renowned experts in healthcare coverage, and the medical leadership of Dr. Pinillos and Dr. Vallejos, Oncosalud quickly began to gain members at a rapid pace. Starting in 1997, we began developing a dedicated network of facilities for preventing and treating cancer, and in 2014 we opened Clínica Oncosalud, a specialized oncology hospital and one of the most renowned oncology centers in Peru, offering a fully integrated platform for the prevention, detection and treatment of cancer.
Our controlling shareholder, Enfoca, one of Latin America’s foremost investment firms, formed a partnership with Oncosalud’s original partners in 2008, and together they launched Grupo Salud del Perú, which became the holding company of Oncosalud. In 2011, Grupo Salud del Perú launched the Auna brand and began its transformation into a full-fledged healthcare company. This transformation began with a series of seven acquisitions to expand our national footprint in Peru. In October 2011, we acquired Servimédicos, a clinic, in Chiclayo, one of Northern Peru’s key economic hubs with a population of more than 550,000 people. In November 2011, we acquired Clínica Camino Real, a hospital, in Trujillo, Peru’s third-largest city with a population of more than 900,000 people. In the following month, we acquired Clínica Bellavista, a hospital, in Callao, a province located next to Lima with a population of more than one million people. In the beginning of 2012, we completed four acquisitions: (i) a stake in Clínica Miraflores, a hospital, in Piura, another key hub in Northern Peru with a population of more than 470,000 people; (ii) a stake in Clínica Vallesur, a hospital, in Arequipa, Peru’s second-largest city with a population of more than one million people; (iii) RyR Patólogos, a medical laboratory; and (iv) Cantella, a clinic in Lima.
Following these acquisitions, in 2014, we completed the construction of Clínica Delgado, our network’s flagship facility in Peru, and one of the leading high-complexity hospitals in Latin America, with over 40 specialties and state-of-the-art technology.
By 2017, we had built a unique integrated healthcare platform in Peru with national reach.
The success of our integrated healthcare platform in Peru led us to start our regional expansion. At the end of 2018, we launched our international expansion plan in the SSLA region, which represented a significant milestone in our growth strategy and key point for the model we use today as we aim to transform healthcare in the region.
Our first acquisition was of Grupo Las Américas, one of the leading private healthcare groups in Medellín, Colombia. In September 2020, we expanded our regional presence in Colombia through the acquisition of Clínica Portoazul. In 2022, we completed the construction of Clínica del Sur. In addition, in 2022 we acquired 70% of IMAT Oncomédica in Montería.
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By 2022 we had completed the integration of our Colombia healthcare network successfully which helped propel us to the most important expansion of Auna to date. In October 2022, we entered Mexico through the landmark acquisition of Grupo OCA, a private healthcare group located in Monterrey, Mexico operating three high-complexity hospitals with 708 beds and an estimated market share of 35% in Monterrey. Similar to what we did in Colombia, we entered Mexico with scale and market power in one of the largest cities, which will help us to further expand our network and brand in the country.
Our expertise in selecting targets and incorporating assets into our platform allowed us to integrate Grupo OCA in record time. In February 2023, we acquired Auna Seguros, formerly known as “Dentegra Seguros Dentales,” a dental and visual insurer with nationwide coverage across Mexico and the only specialized insurer to be ranked among the top five insurance providers in Mexico by the Asociación Mexicana de Instituciones de Seguros in 2022.
In August 2025, we entered into an arrangement (the “IMAT Oncomédica Arrangement”) with the minority shareholders of IMAT Oncomédica. Under the IMAT Oncomédica Arrangement, we agreed to acquire, in 2031, the remaining 18% interest in IMAT Oncomédica from the minority shareholders pursuant to a valuation mechanism based on a future calculation of IMAT Oncomédica’s EBITDA and a multiple to be determined by an independent appraiser as of 2031. The purchase price will be payable, at the sellers’ option, in cash or in our class A shares valued at market prices, with potential adjustments through 2033 based on subsequent financial results.
Mexico represents a major milestone for Auna given the size of the market as the biggest country in the SSLA region. We believe our Mexican assets and operations position us well for significant upside in the near future as Mexico’s market is over twice the size of both Peru’s and Colombia’s markets combined, tripling our total addressable market, and benefits from favorable demographic trends and secular macroeconomic forces such as the ongoing nearshoring boom, which Monterrey is expected to be one of the major winners of due to its privileged location and attractive fundamentals. Additionally, we have launched our oncological plans in Mexico which we believe has significant potential as the existing private healthcare plans available in the oncology-focused market are limited and there is no dominant player that has an integrated healthcare platform such as Auna has in Peru. Through partnerships with leading healthcare institutions, including Médica Sur in Mexico City, San Javier in Guadalajara, Simnsa in Tijuana, Centros Médicos de Especialidades Cd Juárez in Ciudad Juárez, and with four additional medical centers in León, Mérida, Querétaro, and Puebla, Auna now can provide its Auna Seguros members integrated, high-quality care across Mexico’s most economically dynamic urban centers. In addition, Auna has also partnered with Welbe, a nationwide digital platform that enables patients to easily manage preventive care appointments, further enhancing access and strengthening patient engagement across Mexico. To further expand Auna’s operations in Mexico, the Company plans to invest approximately US$500 million in Mexico’s principal cities during the next three to five years, building additional capacity and deepening the integration of its healthcare services to better serve local communities.
We also entered into a memorandum of understanding with Sojitz Corporation of America, a global investment and trading group headquartered in Japan, to explore joint business opportunities in the healthcare sector across Latin America, with an initial focus on Mexico, one of the region’s largest and fastest-growing healthcare markets.
Auna’s growth has been a combination of inorganic growth, as described above, and organic expansion. With a focus on steady and deliberate growth, Auna has demonstrated a robust capacity to execute inorganic and continuous organic growth strategies through the expansion of our healthcare services and specialties, our hospitals and geographic infrastructure.
Since the beginning of our international expansion in 2018, the Company has increased the number of available beds by a multiple of 6.6x, from 359 to 2,333 as of December 31, 2025. During the same period, total capacity utilization, which accounts for the number of days in which any of our beds had a hospitalized patient during the period, relative to the total number of beds and days in such period, grew at a compound annual growth rate (“CAGR”) of 2.3%. To promote and execute our inorganic growth strategy, we have an internal team focused on new businesses and acquisitions responsible for studying potential regions, selecting target hospitals, start-ups and healthtechs, and executing such transactions. A substantial majority of our growth since 2019 is attributable to acquisitions.
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Initial Public Offering
On March 26, 2024, we completed our U.S. initial public offering of 30,000,000 class A shares, at a price of US$12.00 per class A share. The class A shares have been listed on the NYSE since March 22, 2024 under the symbol “AUNA.” The initial public offering generated net proceeds to us of approximately US$336.5 million after the underwriting commissions and estimated offering expenses payable by us.
The SEC maintains an internet site that contains reports and information regarding issuers, such as ourselves, that we file electronically, with the SEC at www.sec.gov. Our website address is www.aunainvestors.com. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. We have included our website address as inactive textual references only.
For a description of our principal expenditures and divestitures for the years ended December 31, 2025 and 2024, see Item 5. “Operating and Financial Review and Prospects.”
BVL Listing
On July 16, 2025 our class A shares began trading on the BVL under the ticker symbol “AUNA.” This listing is aligned with our strategy to improve stock liquidity, strengthen our presence in Latin America´s capital markets, and expand access to local and regional investors. We are the only healthcare company currently listed on the BVL.
Capital Expenditures
Please refer to Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures” for description of our capital expenditures.
B. Business overview
The Auna Way
Our mission is to lead the transformation of healthcare throughout SSLA by expanding access to millions of Latin Americans and delivering high-quality, value-based, high-complexity, and affordable care, providing lifelong engagement for our population through both digital and physical channels.
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We operate hospitals and clinics in Mexico, Peru and Colombia and provide prepaid healthcare plans in Peru and Mexico. Our focus lies in providing access to healthcare, prioritizing prevention and concentrating on some of the high-complexity diseases that contribute the most to healthcare expenditures, such as oncology, traumatology and orthopedics, cardiology and neurological procedures. Our model offers an accessible and integrated healthcare experience to a broad segment of the population in the markets we serve. We offer an end-to-end healthcare ecosystem that provides our members and patients with access to lifelong healthcare and various healthcare plan options, which empowers them to be in control of their own health journey, while offering them exceptional patient experiences and medical resolutions in their disease care. Our care delivery approach reflects our human-centered and patient-obsessed lens.
Our unique operating model is what we call the “Auna Way.” The Auna Way is our approach to effectively managing our businesses and operations; and creating high value for patients, families and our staff. It is our corporate DNA, our organization’s spirit and our deeper meaning; the one we revert to for clarity of action.
Our mission is underpinned by the Auna Way’s key pillars:
We are committed to amplifying access to a lifelong ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with lifelong care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.
Our patient-centric approach prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.
We aim to provide medical services through evidence-based medicine, with patient well-being as the ultimate benchmark of quality and success. We are laser-focused on high-complexity care and are establishing regional Centers of Excellence in strategic high-complexity diseases. High-complexity care relates to highly specialized medical care, including specialized equipment and expertise, usually provided over an extended period of time, that involves advanced and complex diagnostics, procedures and treatments performed by medical specialists in state-of-the-art facilities. We have established Auna as a leading provider of cancer management in Mexico, Peru and Colombia and seek to equal these capabilities in cardiology, neurology and emergency trauma. Although we are subject to limitations from the dearth of state-of-the-art medical equipment and devices in certain fields, our aim is to continue scaling, outperforming and deploying end-to-end solutions and attend to the robust market demand for superior healthcare solutions in the markets where we operate.
We drive digital transformation to accelerate innovation, optimize efficiency and deliver agile services that enhance the patient-centric experience. Through the strategic use of technology and data, we strengthen our care model, enable process integration and operational excellence, and support sustainable growth in a constantly evolving environment.
We aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.
We focus on deliberate growth. We focus on, and want to continue, growing organically by optimizing assets and concentrating capacity usage towards higher complexity in an optimal manner. Our deliberate growth is also reflected in the strategy, “land, expand and integrate,” which we implement when we enter a new market. Through this strategy, we focus on targets that result in the acquisition of significant market share, providing us with many benefits, among them bargaining power with suppliers and insurance companies. We have leveraged this strategy to enter key cities in Colombia and Mexico and will seek to leverage it in the future to continue our deliberate growth. While integrating the operations of the facilities and healthcare plans we acquire comes with its challenges, we seek to leverage our experience in prior acquisitions to further our goal of growing inorganically in our geographies.
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Our operations rest on the solid foundation of our organizational culture, as all we achieve depends on our strongest asset: our people. Every person at Auna embodies our principles of caring for patients, families, members and staff; transforming healthcare in our region; being passionate about human-centeredness and excellence; and we believe surprising with a superb and seamless healthcare experience. These cultural principles contribute to our institutional excellence in the pursuit of the best possible outcomes, which the reputation of our brands and the success of our business depend on.
This combination of mission, values and practices put in place within our organization is what truly defines the Auna Way. See “Item 3. Key Information—D. Risk Factors” for the risks and challenges we face as we operate in pursuit of the Auna Way.
Our Model
Our business model closely reflects the key tenets of the Auna Way and is integrated both horizontally and vertically. Over the past five years, we have built one of SSLA’s largest modern healthcare platforms that consists of two key components: a horizontally integrated network of healthcare facilities across SSLA (our “healthcare network”) and a vertically integrated portfolio of oncological plans and selected general healthcare plans (our “healthcare plans”). Our healthcare network provides a range of in-person services through our network of medium- to high-complexity focused hospitals, clinics and outpatient facilities as well as complementary virtual care and at-home care.
Our healthcare plans include complementary oncology plans, which are plans focused solely on cancer in Peru and Mexico, and general healthcare plans in Peru, which are plans covering a range of basic healthcare needs and also include coverage for cancer. Our complementary plans generally target consumers that are seeking to supplement the oncology coverage in their existing third-party private or public general healthcare plan with better-quality care, or that are seeking to supplement another existing healthcare plan that does not offer such coverage. Our general healthcare plans generally target consumers that either do not have an existing private healthcare plan or have an existing private or public healthcare plan that is inadequate for their needs. Our complementary oncology plans are not available for consumers with pre-existing conditions other than those who may gain coverage through a group plan which is priced based on projected active patient treatment costs. Both our complementary and general healthcare plans focus on preventative care (including early detection services, early treatment and complex care), and are moderately priced, with our complementary oncology plans starting in Peru as low as S/41.8 per month and the general healthcare plans starting at S/25.5 per month. As the average monthly income and minimum wage in Peru were S/1,130 and S/2,287, respectively, as of December 31, 2025, our plans are generally within reach of many Peruvians. While nascent, our strategy in Mexico is similar to the one in Peru, offering affordable plans focusing on early detection services, early treatment and complex care at affordable prices.
We believe that our platform has the only truly regional footprint in SSLA. We seek to operate in under-penetrated markets, characterized by limited access to medical care, a poor quality of clinical services and deficient public healthcare infrastructure. We believe that the Auna Way provides us with a differentiated operating ability to serve these markets, which is further complemented by our robust platform that can efficiently scale to serve all segments of the population and unlock operating efficiencies. We have implemented this business model throughout our regional network, and it is currently in different stages of completion in each of our markets.
Highlights of our integrated platform include:
Horizontally integrated healthcare network facilities: We own and operate networks of premium hospitals and clinics providing care at all levels of complexity and focus on higher complexity procedures in the three markets in which we operate. As of December 31, 2025, our network of facilities included 15 hospitals with 2,333 beds and 16 outpatient, prevention and wellness facilities in Mexico, Peru and Colombia. Each component of our healthcare ecosystem is integrated through our scaled platform, standardized clinical best practices and protocols, and centralized operational and administrative support function. This cohesive approach improves our operating efficiency by better supporting providers and employees as they deliver exceptional care and exceptional experience to our patients. During the year ended December 31, 2025, our medical staff carried out over 88,000 procedures, of which 42.7% were from high-complexity related specialties, while maintaining a net promoter score (“NPS”) of 85 in Mexico, 86 in Peru and 90% in Colombia as of December 31, 2025. These scores compare favorably with other large healthcare networks in Latin America, such as Rede D’Or and DASA, with scores of 59 and 83.7, respectively, as of 2024.
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Vertically integrated portfolio of complementary plans and selected general healthcare plans: Fully vertically integrated with our healthcare provider network in Peru, we provide prepaid health plans in Peru and Mexico. We are the leading private healthcare plan provider in Peru, with a 25.5% market share. Oncosalud, which was founded in 1989, provides a variety of complementary plans focused on oncology and had over 991,000 memberships as of December 31, 2025. Our general healthcare plan business which was launched in 2019, had over 433,000 memberships as of December 31, 2025. Our patients with an Auna health plan utilize the Auna healthcare facilities in Peru. As a fully integrated payer and provider of care, we are able to take a long-term, value-based approach to healthcare and focus on prevention, early detection and treatment, which we believe contributes to positive medical outcomes as demonstrated by the 74% five-year survival rate for our oncology plans and a differentiated ability to manage costs. For example, approximately 96% of our costs related to prevention and treatments are incurred within Auna healthcare facilities, allowing us to closely monitor and control costs. In addition, in February 2023, we acquired Auna Seguros, formerly known as Dentegra, a small insurance platform that provides dental, vision and oncological plans to over 3.5 million memberships in Mexico. We leverage off Dentegra’s insurance licenses, established commercial capabilities, dedicated commercial teams, distribution platforms, regulatory and commercial relationships and membership base to offer our complementary healthcare plans, particularly our oncology plans, in Mexico. In July 2024, we launched Auna Seguros, our Mexican complementary oncology insurance product. Our launch of our complementary oncology plans, as well as potential complementary plans for other high-complexity diseases, along with partnerships with leading healthcare institutions in Mexico would create a fully integrated payer and provider ecosystem in Mexico.
Technologically enabled: Our platform serves patients, their families, members, caregivers and administrative staff and focuses on scaling our clinical, administrative and operational performance. We have leveraged tools from best-in-class vendors to create a solid, scalable platform. Patients, members and caregivers benefit from electronic health records, online appointment scheduling, appointment management, insurance management and membership verification, telehealth services and access to a digital pharmacy. Our platform is accessible through a smartphone app, the Auna App and via desktop in Peru and is being rolled out in other geographies. Internally, our technology supports medical insights, medical record management, administrative functions and revenue cycle management. We believe that by continuing to invest in our technology solutions, we can provide accessible, immediate and timely access to healthcare to, and more effectively reach, broader and underserved segments of the population.
Our Products and Services
Today, we operate our business through four segments: (i) Healthcare Services in Mexico, which consists of our Auna Mexico network and Auna Seguros, (ii) Healthcare Services in Peru, which consists of our Auna Peru network, (iii) Healthcare Services in Colombia, which consists of our Auna Colombia network, and (iv) Oncosalud Peru, which consist of our prepaid healthcare plans and oncology services.
Healthcare Services in Mexico
Auna Mexico
We provide healthcare services in Mexico through our Auna Mexico network, which we launched through the acquisition of Grupo OCA, a leading healthcare group in Monterrey, Nuevo León, Mexico. Our Auna Mexico network consists of three high-complexity hospital facilities: (i) OCA Hospital, (ii) Doctors Hospital and (iii) Doctors Hospital East. As of December 31, 2025, our network in Mexico included 708 beds and 18,985 surgeries were performed at our facilities during the year ended December 31, 2025. Unlike in Peru and Colombia, a majority of the services provided at our facilities in Mexico are performed by unaffiliated physicians and we charge fees for healthcare services provided at our facilities by unaffiliated physicians.
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Our hospitals are ranked among the best hospitals in northern Mexico. OCA hospital was ranked among the top ten hospital networks in northern Mexico for oncology and gastrointestinal surgery and Doctors Hospital, a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for cardiology, heart surgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2025. Our Auna Mexico network has an existing occupancy rate of 38.6%, allowing for plenty of room for growth in our existing facilities. OCA Hospital targets the middle market segment and was founded over 50 years ago with only 30 beds. As of December 31, 2025, it had 261 beds, 14 surgery rooms, 23 emergency rooms and 78 outpatient rented offices. Doctors Hospital, founded in 2011 as the network’s premium and largest facility, targets the premium market. Its installed capacity had 301 beds, 16 surgery rooms, 25 emergency rooms and 200 outpatient rented offices as of December 31, 2025. Doctors Hospital East, the network’s newest facility, opened in late 2019 and targets the value market segment. Its installed capacity had 146 beds, 11 surgery rooms, 17 emergency rooms and 49 outpatient rented offices as of December 31, 2025.
Our Healthcare Services in Mexico segment aims to work with renowned doctors who value flexibility in their medical practice by offering them a level of autonomy in the medical treatments they choose for their patients. The doctors have access to the resources they need in their practice at the discretion of their schedule, as our network operates with a significant installed capacity and access to a wide repertoire of medicines. All of these accommodations are offered within an extensive infrastructure, a premium location and amenities convenient to them. The value proposition for patients includes the premium facilities and high-quality medical practice The hospitals’ general areas and hospitalization rooms are maintained with our patients’ comfort in mind, and our infrastructure is designed to be easy to access and navigate. Our network’s premium service goes beyond the quality of its healthcare services as it strives for premium service at all stages through a patient-centered and friendly service, distinguishing its level of service from other hospitals as demonstrated by an NPS of 85 as of December 31, 2025. Lastly, patients benefit from having the hospitals in strategic locations serving populations from the premium, middle and value market segments in Monterrey.
The following table sets forth additional information with respect to the main facilities in our Mexican network as of December 31, 2025:
Facility
OCA Hospital
Doctors Hospital
Doctors Hospital East
Auna Seguros
Our HC Plans in Mexico operating under the registered name Auna Seguros, currently offers dental and vision plans through a nationwide provider network that includes over 4,598 dentists, 139 dental clinics and 1,294 optical locations. It operates the largest dental plan network in Mexico and serves over 3.5 million memberships nationwide. We have a dedicated workforce of approximately 248 full-time employees and, in addition to its headquarters in Mexico City, its commercial network has a physical presence in 9 regional offices. Below is a map depicting our presence in Mexico by providers covered by insurance plans from our dental and vision division:
Auna Seguros is registered as an insurance provider with the Mexican Insurance and Surety Commission, and as part of our expansion strategy in Mexico, we are leveraging its existing nationwide insurance license and the infrastructure of our dental and vision business to market our oncology plans in Mexico. In July 2024, we sold our first Auna Seguros oncological plans, OncoMexico. Since then, we continue scaling our oncology insurance products through B2B and B2C channels. We have also developed a nationwide network of physicians as well as an asset-light network of providers, including clinics and hospitals, to service our OncoMexico plans outside of Monterrey.
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Healthcare Services in Peru
We provide healthcare services in Peru through our Auna Peru network, a horizontally integrated network of hospitals, clinics, diagnostic imaging centers and clinical laboratories, making us one of the country’s largest horizontally integrated private healthcare networks.
Our Auna Peru network is primarily centered around six hospitals and three clinics in Lima, Arequipa, Chiclayo, Piura and Trujillo, which are the principal cities in the five most populated departments in Peru, with each department having a population above one million. As of December 31, 2025, our Auna Peru network included 385 beds with an occupancy rate of 74.1%.
Our Healthcare Services in Peru segment generated S/1,084.3 million (US$322.4 million) in revenue in the year ended December 31, 2025, 49.9% of which was paid by third-party private insurers and 27.5% of which was paid out-of-pocket by our patients, with the remainder of payments generated by intersegment transactions involving medical services performed at facilities within our network.
Through our Auna Peru network of facilities, we are focused on providing a seamless, integrated healthcare experience for our patients at varying levels of complexity. Our high-complexity services are centered at our flagship hospital in this network, Clínica Delgado, which we built from the ground up between 2011 and 2014 and which was designed by Gresham Smith & Partners, one of the leading architecture firms for healthcare facilities in the United States. Clínica Delgado has a Diamond accreditation from ACI and is ranked among the best hospitals in Peru in a wide range of categories by Global Health Intelligence’s Hospirank Peru 2024 report, such as #4 on best installed base for treating cancer by number of oncology equipment and #6 for most diagnostic imaging equipment by number of diagnostic imaging equipment. Notably, it is one of only two private hospitals in Peru licensed to perform organ transplants and owns a well-equipped neonatal intensive care unit and maternity wards. Clínica Delgado physicians also performed the first ever thorax abdominal aorta endoprosthesis implant in Peru, and only the third in Latin American history. In addition, we provide a wide variety of medium-complexity services at our regional hospitals and clinics outside of Lima, with our hospitals in Chiclayo and Arequipa serving as our two key regional hubs with a focus on medium-complexity treatments in northern and southern Peru, respectively.
Our Auna Peru network is horizontally integrated, meaning that our patients are provided with a seamless experience regardless of which of our facilities they access. We cover all of our patients’ healthcare needs in a coordinated manner by offering all of the treatments they require in addition to diagnostic imaging, pharmaceuticals and laboratory services. In addition, our data management allows us to monitor patient healthcare needs, efficiently manage costs across our patient population and improve medical outcomes and the quality of our services. Our HIS includes our EMR system, which was the first of its kind in Peru when we implemented it in 2013, and is implemented in all of our hospitals in Peru, allows doctors and medical staff at any of our facilities to work with the most complete information on each patient and makes it easy for patients to transfer between facilities if needed. We also have kiosks and a mobile app, which allow our patients to make and pay for appointments in a convenient manner. By covering all of our patients’ healthcare needs in a coordinated manner, we enhance customer satisfaction, incentivize patients to remain within our networks and bolster our reputation for quality and our brand awareness.
The following table sets forth additional information with information of the hospitals and clinics in our Auna Peru network as of December 31, 2025:
Clínica Delgado
Clínica Chiclayo
Clínica Vallesur
Clínica Miraflores
Clínica Bellavista
Clínica Camino Real
Servimédicos
Cantella
Auna Benavides
Laboratorio Guardia Civil
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We own the facility and have the right to use, enjoy and encumber the surface of the land on which Clínica Delgado sits via a surface rights agreement. See Item 10C. “Material Contracts—Surface Rights Agreement.”
Includes outpatient offices at Centro de Consulta Monteverde.
Throughout our network we provide more than 40 medical specialties and subspecialties, and we specialize in medium- and high-complexity medical services, such as oncology, cardiology, neonatal care, neurology, trauma and organ and bone-marrow transplants. Notably, Clínica Delgado is the only private hospital in Peru providing all cardiology-related subspecialties, such as clinical cardiology, cardiovascular surgery, electrophysiology and pacemakers, hemodynamics and cardiological intervention, intensive cardiology, cardiology imaging and pediatric cardiology, including congenital anomalies.
Healthcare Services in Colombia
We provide healthcare services in Colombia through our Auna Colombia network, which we launched through the acquisition of Grupo Las Américas, one of Colombia’s leading healthcare groups located in the country’s second-largest market and key economic hub, Medellín. We further expanded our network in Colombia through the acquisition of Clínica Portoazul, a healthcare services provider with state-of-the-art facilities and a premium customer portfolio located in Barranquilla, the fourth-largest city in Colombia. In early 2022, we completed the construction of Clínica del Sur, in Medellín, and the acquisition of IMAT Oncomédica, a high-complexity hospital with a dominant position in Montería due to its unique healthcare service offering strongly focused on oncological treatment, adding a combined total of 580 beds.
Our Auna Colombia network consists of three hospitals, Clínica Las Américas, Clínica del Sur and IDC, and three clinics in Medellín; one hospital, Clínica Portoazul, in Barranquilla and one hospital, IMAT Oncomédica, in Montería. As of December 31, 2025, our network included 1,131 beds with an occupancy rate of 76.6%.
Like in our Auna Peru network, our Auna Colombia network is focused on providing a seamless experience for our patients at varying levels of complexity through a horizontally integrated network of facilities with premium clinical capabilities. Our high-complexity services are centered at our flagship hospitals in this network, Clínica Las Américas and IDC. Clínica Las Américas is the leading private hospital in the city, specializing in cardiology and bone-marrow transplants, was ranked in the top 10 best hospitals in Colombia by Intellat 2025 Best Hospital Ranking. IDC is also renowned as one of the top oncology hospitals in the country and is the only healthcare institution in Colombia that is a sister institution of MD Anderson. To attain this relationship with MD Anderson, a cancer-fighting institution must be deemed by MD Anderson to have research- and education-based capabilities meeting certain of MD Anderson’s quality standards after undergoing an application process. Through an annual fee, we have access to educational tools, participate in collaborative research with MD Anderson and its global network of sister institutions and are able to send our IDC patients to MD Anderson’s facilities. IDC is also affiliated with the Union for International Cancer Control. These affiliations allow IDC to share best practices and new treatments with a wide range of institutions around the world.
IMAT Oncomédica is focused on offering healthcare services for all patients in the region of Montería and holds a dominant position due to its unique medical offering. The original infrastructure is a mature building with 131 beds focused on providing high-complexity services, mainly oncology. In 2020, a new tower with an additional capacity of 294 beds was inaugurated, specializing in oncology complementary services and general health procedures, mainly procedures related to cardiology. Similarly, Clínica Portoazul is a reference point for high-complexity healthcare services, which comprises the surgical procedures of oncology, traumatology and orthopedics, cardiology and neurology, in Barranquilla, Colombia’s fourth-largest city, with premium infrastructure and a suite of medical specialties, including oncology.
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The following table sets forth additional information with respect to the main facilities in our Colombian network as of December 31, 2025:
Clínica Las Américas
Instituto de Cancerología (1)
Clínica del Sur
Clínica Portoazul
Clínica IMAT Oncomédica
Centro Médico Arkadia
Centro Médico City Plaza
Centro Mastologia San Fernando
LMLA—San Fernando
LMLA—Platinum
LMLA—Viscaya
LMLA—Laureles
LMLA—Llanogrande
Overnight stays for Instituto de Cancerología patients are provided at Clínica Las Américas
Considers Torre Médica (21) and Centro Médico City Plaza (5)
Oncosalud Peru
Healthcare plans in Peru, Oncosalud, is a vertically integrated healthcare plan platform through which we are both a healthcare payer and a provider of oncology and general healthcare services.
We sell oncology plans that provide healthcare coverage for the prevention, detection and treatment of cancer and provide oncology healthcare services to those covered by our plans as well as patients with other forms of private healthcare coverage, including traditional insurance and other prepaid plans, mostly through our network of Oncosalud-dedicated facilities. Through this vertically integrated model, we offer our plan members a full range of services at an affordable cost.
Oncology plans
We believe that our vertically integrated oncology structure has been very effective at preventing, detecting and treating cancer while also managing the more serious and high-cost medical cases. Although only a small portion of our plan members are diagnosed with cancer each year, we provide regular screenings under each plan, which allows us to detect cancer at earlier stages and lowers the cost of treatment than if the cancer had been caught later. We treat patients at our facilities in Peru, with some cases of patients being treated at IDC in Colombia due to its expertise in hematological cancer treatments such as leukemias and myelomas, not available in Peru’s facilities.
As a result, we have been able to achieve three-year and two-year cancer survival rates for the cohort of patients diagnosed between 2006 and 2016 of 79.5% and 82.9%, respectively. This cohort only includes patients covered by our oncology individual plans and, in connection with our access to governmental records, is limited to Peruvian nationals, which represented 97% of applicable patients diagnosed with cancer between 2006 and 2016. We define our cancer survival rates as the proportion of patients alive at two, three or five years, as applicable, following the diagnosis of their cancer based on follow-up of patients for the applicable period, based on internal records and supplemented by governmental records in Peru. This method of calculating survival rates is the recommended method by the National Cancer Institute and generally used by the industry in the United States.
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Our oncology plans are prepaid healthcare plans, meaning that plan members pay a fixed amount per year which covers any service covered by the type of plan a member has.
On a combined basis across our eight different oncology plans, we have 991,181 memberships as of December 31, 2025, representing 69.6% of the total number of healthcare plan memberships in Peru. Two of our oncology plans represent 72.5% of our oncology plan membership: (i) OncoPlus, our premium plan with 459,478 plan memberships and (ii) Oncoclásico Pro, our mid-level plan with 259,205 plan memberships. The main coverage details for our principal plans are as follows:
Type of Service
Outpatient appointments, surgery procedures, home visits and anesthesia
Chemotherapy
Specialized biological therapy, including monoclonal antibodies, white cell stimulants, enzyme inhibitors and immunotherapy
Non-biopsiable invasive cancer treatment
Bone marrow transplants
Osteosynthesis
Breast reconstruction
Breast prosthesis
Annual screenings
Monthly fees for each of our oncology plans increase with a plan member’s age, and as of December 31, 2025, the average age of our oncology plan members was 37.7. The monthly fees for OncoPlus vary from S/51 to S/701, and for Oncoclásico Pro it varies from S/42 to S/641. In 2021, we began offering a lower-cost plan, Oncovital, covering the most common and treatable cancers, which is within the economic reach of a larger segment of Peru’s population. Oncovital had 114,450 memberships as of December 31, 2025.
During the year ended December 31, 2025, while 59.5% of Oncosalud’s covered oncology plan services were provided at Oncosalud facilities, 37.3% of oncology plan services were provided at other facilities in our Auna Peru network and only 3.2% were provided at third-party facilities.
Oncology healthcare services
We provide healthcare services for the prevention, detection and treatment of cancer through a network of dedicated Oncosalud facilities to those covered by our plans as well as patients with third-party healthcare coverage. We operate two specialized oncology hospitals and three oncology clinics to provide our oncology services to our plan members and patients with third-party healthcare coverage. Our facilities have premier clinical capabilities. We believe Clínica Oncosalud is one of the best radiotherapy centers in Peru, as we are one of the only providers with a private PET scan and cyclotron and one of the only private providers in the country providing intraoperative radiotherapy, all of which has allowed us to obtain a Diamond accreditation from ACI. Supported by some of Peru’s best cancer specialists, we treated 120,875 patients at our Oncosalud facilities during the year ended December 31, 2025.
The following table sets forth additional information with respect to our Oncosalud facilities as of December 31, 2025:
Clínica Oncosalud (1)
Clínica Guardia Civil
Oncosalud San Borja (1)
Oncosalud San Isidro (1)
Centro de Bienestar Auna
Radiotherapy treatments and outpatient consultations for Clínica Oncosalud are provided at Oncosalud San Borja and Oncosalud San Isidro.
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We are also one of the few providers in Peru with a dedicated palliative homecare unit, which allows us to remain in close contact with our patients until the very end of the disease’s cycle even when that outcome is not remission. This is an integral part of the Oncosalud value proposition, and something that we believe distinguishes us from competing services in the market.
General healthcare plans
In 2020, we began offering general healthcare plans with broader coverage that includes all specialties and services in our hospitals and clinics in Peru. We replicated the integrated model we have for our oncology plans for the general healthcare plans and provide services through our network of facilities, including through our network of Oncosalud-dedicated facilities.
Our general healthcare plans are prepaid healthcare plans, meaning that plan members pay a fixed amount per year which covers any service covered by their plan.
On a combined basis across our six different general healthcare plans (including Auna Salud, Auna Preventivo and other general healthcare products), we had 177,813 memberships as of December 31, 2025, representing 12.5% of the total number of healthcare plan memberships. Among these memberships, approximately 39% correspond to our Salud Classic and Salud Premium plans, which are described in the table below:
Outpatient appointments
Telemedicine
Non-accident emergency care
Accident emergency care
Annual checkup
Hospitalization
Maternity care
Internal prosthesis, internal implants and osteosynthesis material
Monthly fees for each of our general healthcare plans increase with a plan member’s age, and as of December 31, 2025 the average age of our general healthcare plan membership was 29.9. The monthly fees for Salud Classic vary from S/127 to S/906, and for Salud Premium it varies from S/227 to S/1,180.
During the year ended December 31, 2025, while 23.6% of our general healthcare plan covered services were provided at Oncosalud facilities, 74.9% of these services were provided at other facilities in our Auna Peru network and only 1.5% were provided at third-party facilities.
Telemedicine plans
We began offering group plans for telemedicine services on a business-to-business basis in 2020. All of the telemedicine services are provided by our existing network. These plans are designed to introduce customers to our products and services as a way of expanding our reach and deepening existing relationships.
Our telemedicine plans are prepaid group healthcare plans, meaning that employers of the plan members pay a fixed amount of US$0.8 per month per plan member as of December 31, 2025. Each plan member has access to up to 12 telemedicine consultations per year and discounted access to certain healthcare services in our Auna Peru network. We have 255,701 memberships as of December 31, 2025, representing 17.9 % of the total number of healthcare plan memberships.
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Our Market
We currently operate in Mexico, Peru and Colombia, which had an aggregated GDP of approximately US$2,631 billion in 2025, a total population above 220 million, and a healthcare services expenditure of over $154 billion, and collectively account for 44%, and 54% of SSLA’s healthcare spending and population, respectively. These countries also have some of the largest groups of young populations in the region, which translates into favorable aging expectations, and have experienced rapid economic growth and improvements in per capita income, growing the middle classes in recent years, which we expect will increase healthcare spending in these markets over time. We also believe that the regulatory frameworks in these countries are conducive to further growth in the private healthcare provider segment for an integrated player like us. We believe that our integrated networks and operational model in each market provide us with a significant competitive advantage to capitalize on this growth. Through our operating model, we strive to achieve regional scale and a high degree of both horizontal and vertical integration in all of the markets where we operate, adapting to the specific characteristics and regulatory framework of each market.
The healthcare market in SSLA has several key characteristics that make it ripe for disruption and significant growth:
Lack of access: According to BMI, a Fitch Solutions company, healthcare spending in SSLA is expected to reach US$463 billion by 2028, in a market covering over 400 million people, yet more than 350 million individuals have restricted or no timely access to healthcare services. As a means of comparison, total healthcare spending in the United States amounts to more than US$5,600 billion in a market covering only approximately 342 million people. Average waiting times in SSLA are four to five times those of the United States and other advanced markets, while existing beds, outpatient rooms and related infrastructure is significantly below the WHO minimum recommended standards. For example, hospital beds per 1,000 inhabitants reach 1.0, 1.6, and 1.9 in Mexico, Peru and Colombia compared to the minimum recommended of 3.0 by the WHO and 4.2 by the OECD. The healthcare markets in many regions in SSLA remain significantly underpenetrated as compared to developed economies, despite the SSLA market as a whole growing at 1.2 times the U.S. market, from 2022 to 2025, according to BMI.
Notes: Not to scale. Healthcare expenditure excludes pharmaceuticals spending. SSLA is defined as Latam country minus Brazil.
Evolving demographics: As the region’s main economies continue to transition toward becoming middle-income countries aided by improving living standards, the growing populations will feature an increased representation of the elderly segment and this is expected to increase spending on healthcare needs, thus providing favorable tailwinds for the industry. The percentage of the population above 50 years old is expected to increase from 23.9% to 39.1% in Mexico, 23.4% to 35.2% in Peru and 26.3% to 43.8% in Colombia by 2050.
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Deficient public and private healthcare: Public healthcare systems throughout the region have been negatively impacted by pervasive, long-term lack of investment, leading to deficiencies in infrastructure and care. While private healthcare options exist, they are often unaffordable, making them inaccessible for most of the population and resulting in high out-of-pocket spending across the board. Private healthcare insurance penetration levels in SSLA remain substantially below those of the United States and even Brazil. The expected healthcare expenditure as a percentage of GDP excluding pharmaceutical sales in 2025 was 5.7%, 4.5% and 7.3% in Mexico, Peru and Colombia, respectively, compared to 9.3% in Brazil and a National Health Expenditure of 18.5% in the United States.
Lack of transparency: Throughout the region, conflicts of interest between insurers and providers result in poor client experience: asymmetries of information lead insurers to provide low or no coverage and demand high copayments to minimize costs, while hospitals and doctors frequently perform unnecessary procedures to maximize revenue. Patients thus face opaque cost structures and uncertain outcomes.
Fragmentation and lack of coordination: The provider landscapes for healthcare services are often fragmented, with many independently owned hospitals and clinics, independent practitioners and overlapping and uncoordinated diagnostic labs, imaging providers and other services, leading to poor patient experiences, deficient medical outcomes and high costs due to lack of scalability. Patients are often forced to maneuver through various systems to receive care that could otherwise be provided by one provider. Patients also struggle to receive consistent and reliable healthcare services, as providers typically lack standardized and protocolized practices.
Limited investments in technology: Digital solutions are critical to scaling healthcare delivery in the region, yet they represent only a small fraction of capital invested into emerging technologies in the region. The number of OECD countries that have implemented EMRs has increased over time, where on average, 93% of primary care practices use EMRs across 24 OECD countries in 2021. Additionally, most patients are able to view and interact with their information on EMRs as well as to access to teleconsultations or video-conferencing. In Mexico, the largest country where we operate by GDP, the percentage of primary care practices that use EMRs does not reach more than 40%.
Differing regulatory frameworks: Across the region, multiple frameworks add an additional layer of complexity as they provide private companies with widely different incentives and margins of action. However, we believe that the regulatory frameworks in our markets are conducive to further growth for regional integrated players as they have a similarity of investor-friendly features, welcoming imported best-practices, therefore allowing us to establish standardized protocols and practices that allow us to manage and control costs.
Our Competitive Strengths
Our key strengths closely reflect the Auna Way and include:
Vertical integration in Peru provides healthcare at an affordable cost and empowers our users to be in control of their own health journeys
We believe our vertically integrated approach in Peru allows us to offer a large part of the populations we serve access to healthcare plans (from traditional insurance products to complementary coverage of certain complex diseases and to service packages) that foster a seamless patient experience. Given that these plans are integrated to our horizontally integrated network, we believe they provide patients with confidence in the quality of patient experience and medical treatment they will receive as well as cost predictability. We believe this is a competitive advantage, in particular when compared to the baseline in the SSLA market, where patient options are often affected by market fragmentation, lack of industry standards and providers whose incentives are not aligned with the goals of their patients.
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Through our Oncosalud network in Peru, we operate Latin America’s only fully vertically integrated oncology program where coverage and virtually all diagnostic and treatment services are provided by a single company. As of December 31, 2025, Oncosalud had over 991,181 oncological memberships and a market share of 24.7%, making it the top healthcare plan operator in Peru, according to SUSALUD, a position it has consistently maintained over the last decade. Our vertical integration has allowed us to be highly efficient while also providing effective patient results, as evidenced by Oncosalud’s 54.2% MLR as of December 31, 2025 and 74.6% five-year cancer survival rate as of June 2022. Our plan members include healthcare consumers who do not have any other healthcare coverage, members who are covered by EsSalud but want supplemental coverage for cancer and individuals who have healthcare coverage from another private payer but want access to our leading expertise in oncology and our integrated care platform. We believe our prepaid oncology plans meet an important need in the Peruvian market, where the vast majority of the population either lacks health insurance or is reliant on the public sector for healthcare coverage.
We believe that our ability to offer a vertically integrated plan, which can be sold as oncology complementary coverage or as part of a general healthcare plan that is integrated into our horizontal network, provides a desirable alternative in the Peruvian market to consumers who seek to replace or supplement their other existing private or public healthcare coverage, as evidenced by the growth in our Oncosalud membership from 266,000 in 2008 to over 991,181 as of December 31, 2025, and the growth of our general healthcare and telemedicine plan members from launch to over 433,514 as of December 31, 2025. Further, our ability to offer standardized care across our network through an integrated solution that covers all aspects of patient care (from preventative care to treatment) in contrast to the fragmented services that are offered by our competitors, combined with the efficiencies from vertical integration, allow us to more competitively price our plans and deliver a more seamless experience to our customers.
In 2019, we expanded our portfolio to include selected general healthcare plans aiming to provide first-class services at more competitive prices than traditional insurance plans, leveraging our highly successful oncological model. As of December 31, 2025, we had a total of over 433,514 memberships for our general healthcare plans, which represented a 1.3% market share according to SUSALUD. Just in the year ended December 31, 2025, net additions to our membership base of the selected general healthcare plans reached over 66,836 new memberships or a growth of 18.3% in the year. We believe we can leverage our deep expertise and extensive know-how developed in Peru across other similarly situated regions, particularly in Mexico.
Horizontally integrated regional healthcare networks provide seamless patient experiences and significant network-level efficiencies
We believe our horizontally integrated approach allows us to foster a seamless patient experience. Across our integrated network of facilities, we are able to care for our patients in an efficient and coordinated way. For example, the medical providers, including physicians and other medical staff, in our healthcare network access the same patient health records. We have also established a variety of standardized protocols for treating particular diseases based on internationally recognized standards and medical practices, which we are in the process of rolling out across our facilities. We hold regular meetings with medical providers, including physicians and other medical staff, in our healthcare network to educate them on these protocols and encourage their use. This allows us to work at any time with the information for each patient, at each stage of their treatments, and enables seamless transitions across sites of care within the Auna network. Our integrated approach also allows us to pursue a long-term, value-based approach to care, which in turn allows us to provide care at competitive costs. Given that we are the principal payers for the patients that benefit from this integration, we promote preventative medicine and practice longitudinal population health management. We can closely monitor and anticipate patient health requirements, then offer patients expedited treatment. By covering all our patients’ healthcare needs in a preventative and coordinated manner, we enhance customer satisfaction and clinical outcomes, which drive positive brand awareness, resulting in greater customer loyalty and demand for our services.
In addition, our healthcare network provides us with multiple network-level efficiencies that we believe would be difficult for competitors to replicate. We operate one of SSLA’s largest healthcare platforms, which we believe is the only platform with a truly regional footprint. Due to our scale, we have become a “must carry” provider for major private health insurers in the three countries where we operate, meaning that including our Auna Mexico, Auna Peru and Auna Colombia facilities in their in-network coverage has become important for their plans to be competitive within their markets. This provides increased negotiating power with third-party payers, particularly private insurance companies and other healthcare payers. We also have the ability to reduce costs through the negotiation of favorable rates for the procurement of medicines and medical equipment and through the ability to make long-term investments in technology systems, data analytics and research on a centralized basis. The scale and quality of our network also allows us to attract the best doctors and management talent in the market. However, if we are unable to maintain the scale of our network and the demand for care, we may lose the benefits of our competitive position and negotiating power. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We face competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.”
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Standardization of best practices across our networks through information sharing and normalized protocols
Our strategy continues to result in the roll-out of standardized protocols across medical, operational and administrative areas of our business. This strategy is further enhanced through our digitalized and integrated information systems. We have developed robust reporting processes to track treatment stages and outcomes across these areas and are able to share best practices across our networks to improve outcomes. We have implemented over 1,300 protocols and over 450 standardized clinical practice guidelines. Our doctors and patients have access to a cross-border, comprehensive network of medical expertise. For example, we are able to share the more than 30 years of experience and know-how that Oncosalud possesses with IDC and Oncomédica in Colombia. Likewise, Oncosalud has greatly benefitted from IDC’s and Oncomédica’s impeccable track-record as one of the top cancer care institutions in Colombia. These types of collaborations provide us with formidable oncology capabilities in the region.
Premium clinical capabilities at all levels of complexity, with emphasis on high-complexity
We operate 15 hospitals with 2,333 beds and 16 outpatient, prevention and wellness facilities across Mexico, Peru and Colombia, including three hospitals specializing in oncology. While we provide services at all levels, our facilities specialize in medium and high-complexity medical services, such as oncology, cardiology, neurology, trauma and organ and bone-marrow transplants. The flagship hospital in our Auna Peru network, Clínica Delgado, which has a Diamond accreditation from Accreditation Canada International (“ACI”), is one of only two private hospitals in the country that are licensed to perform organ transplants and owns a well-equipped neonatal intensive care unit and maternity wards. Our flagship hospital in our Auna Colombia network, Clínica Las Américas, is a private hospital in Medellín specialized in high-complexity services and was ranked in the top 10 best hospitals in Colombia by Intellat 2025 Best Hospital Ranking and the 24th best hospital in Latin America by IntelLat 2025 Best Hospital Ranking. Our flagship hospital in our Auna Mexico network, Doctors Hospital, is a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for cardiology, heart surgery, neurosurgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2025. Our premium clinical capabilities are central to the strength of our reputation and our brand, our “must carry” status with health insurers and our ability to attract the best doctors. While we are strongly committed to maintaining our standard of care and offering state-of-the-art equipment, any failure to provide these capabilities may have an adverse effect on our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease.”
Successful inorganic and organic growth
Establishing scale in each of our markets has been a key component of our success to date, and we believe increasing our overall network scale will increase our efficiency and competitiveness in the future. We have built our healthcare network through a combination of organic facilities and through acquisitions of other facilities, and we continue to routinely evaluate acquisition and investment opportunities that are aligned with our strategic goals. We have leveraged our deep experience and proven track record to create a replicable “playbook” that we believe we can use to continue to successfully expand our reach. When we enter a new market, we employ our “land, expand and integrate” strategy, focusing on targets that allow us to immediately acquire a significant market share. This allows us to have scale in the new markets where we operate, providing significant benefits, such as bargaining power with suppliers and insurance companies.
When we acquire or build new facilities, we invest in standardizing the layout, equipment and operations. While integrating new facilities into our networks, whether organic or inorganic, comes with its challenges, such as increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions, we have a dedicated integration team with more than ten years of experience, which works to implement best practices. The successful execution of organic and inorganic initiatives has allowed us to increase the number of beds in our networks on an aggregate basis from 112 in 2012 to 2,333 as of December 31, 2025. A substantial majority of our revenue growth since 2019 is attributable to acquisitions. However, there can be no assurance that any future acquisitions that we make will be beneficial to our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.”
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Comprehensive digital platform with robust data and technology architecture that enables us to deliver immediate, digitally enabled end-to-end patient experiences
We take a technology-intensive approach to healthcare to improve access and affordability. We have built an integrated HIS and HCP Core upon which the operations of our healthcare network and healthcare plan businesses, respectively, are run. The HIS and HCP Core systems are composed of commercially available and proprietary modules integrated via a reliable and scalable middleware, providing us with fundamental capabilities to securely exchange data throughout our system, enhance cost-efficiency, monitor and manage our activities, provide interfaces with our healthcare and administrative professionals and, through web-enabled and smartphone apps, provide a portal for our patients and plan members. A central element of our HIS is our EMR system, which has been implemented across Peru and is currently being implemented in Colombia and Mexico. Because our technology is an integral part of our operations, any failure of our core information platforms to function properly could adversely impact our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—A failure of our IT systems could adversely impact our business.” In addition to our core information platforms, we have developed the Auna App, which provides our members and patients in Peru with secure access to certain information in our system and an immediate, convenient and personalized way to manage all their healthcare needs. The Auna App allows patients and members to purchase healthcare plans, book and pay for medical appointments, check their medical records, receive reminders for upcoming appointments and procedures and obtain medical prevention tips, among other capabilities.
Solid financial growth backed by strong operating fundamentals
We believe that our wide array of services, the scale of our networks and our focus on cost efficiency has allowed us to achieve market-leading financial performance. On a consolidated basis, giving effect to our acquisitions in Colombia and Mexico, for the year ended December 31, 2025, we generated revenue of S/4,385.3 million (US$1,304.0 million), with profit of S/110.9 million and a profit margin of 2.5%, compared to profit of S/124.0 million and a profit margin of 2.8% in 2024. The decrease in profit and profit margin was primarily driven by higher net finance costs, including non-recurring refinancing costs incurred in 2025, partially offset by favorable foreign exchange effects and stable operating performance.
In 2024 and 2025, we achieved EBITDA margins of 23.1% and 19.6%, respectively, reflecting the strength of our operating model. In addition, in 2024 we delivered 26% EBITDA growth compared to 2023. Profit for 2025 was S/110.9 million (US$33.0 million), consistent with the trends described above, while EBITDA for 2025 was S/858.1 million (US$255.2 million), and Adjusted EBITDA for 2025 was S/916.5 million (US$272.5 million).
Our indebtedness decreased by S/111.6 million from S/3,767.7 million as of December 31, 2024 to S/3,656 million as of December 31, 2025. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.” Our EBITDA Margin may not be comparable to that of other companies; for further information see “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”
Management team, board of directors and shareholders with industry know-how and strategic vision
We believe that the combined strengths and proven experience of our management team, board of directors and shareholders have succeeded in making Auna one of the premier companies in the healthcare industry in SSLA. In addition, we believe the track record and depth of knowledge of our management team provide us with a distinct competitive advantage. Together these executives bring a wealth of expertise in our three national markets and provide broad experience to our pan-regional integrated business. Our seasoned board of directors has more than 200 years of cumulative experience, providing us with a set of diverse and complementary capabilities. Our board of directors currently features a majority of independent members with a diverse range of expertise in healthcare, law, investment banking, digital and sales and marketing. Moreover, Auna continues to adapt its organizational structure to the needs of the business and the markets where we operate, focusing on scaling and integrating its established regional capabilities in medical resolution and patient experience.
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Our controlling shareholder, Enfoca, is one of Latin America’s foremost investment firms and has a proven track record of more than 16 years as an active investor in private equity, contributing to our and other consumer-facing companies’ growth in the region. Enfoca has introduced strategic initiatives aimed at accelerating growth, enhancing profitability, fostering innovation, developing talent, increasing efficiencies and implementing best-in-class corporate governance practices that we believe position us well for sustainable long-term growth. In addition, Enfoca actively participates in many of our management-level committees, including our executive and human talent committees and helps drive the execution of our growth strategy. We believe that our controlling shareholder’s continuing support, engagement with management and long-term vision for growth gives us a competitive advantage, notwithstanding the potential conflict of interest it may also present. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.”
Our Operations
Suppliers
Our primary suppliers are contracted through purchase orders for the provision of the medicine, medical supplies and medical equipment necessary for our services. Although the procurement of medicine and medical supplies for our networks is currently centralized at each country’s corporate level, it also benefits from the regional scale of Auna.
We are in the process of establishing systems and procedures that will allow us to coordinate our procurement process across countries. Our Quality Control Committee and, in the case of technology products, our Technology Evaluation Committee prepare an approved list of suppliers and products in Peru, Colombia and Mexico. From this list, our procurement department evaluates potential suppliers and products and selects which suppliers and/or products to use. As of December 31, 2025, we had 152 medicine suppliers in Peru, 154 in Colombia and 50 in Mexico. For the year ended December 31, 2025, we purchased 73%, 73% and 93% of our medicines from our 10 largest suppliers in Peru, Colombia and Mexico, respectively. For more information on our suppliers, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We rely on a limited number of suppliers of medical equipment and supplies needed to provide our medical services.”
In addition, we have an ESG annex for our contracts outlining our ESG guidelines for critical suppliers to ensure their awareness and compliance. This forms part of our ESG supplier program, which has recently been launched with four suppliers across all countries in which we operate.
Procurement of medical equipment is also centralized at the corporate level and is principally managed by our Clinical Engineering Department. This department assesses the equipment needs at all of our facilities, evaluates various suppliers and selects which suppliers to purchase from. This department also oversees the installation of all purchased equipment and the ongoing maintenance of such equipment throughout its useful life.
Sales & Marketing Channels
We sell our healthcare plans in Peru through a variety of channels, including:
Our in-house sales force, which we employ directly and accounted for 17.4% of plan sales in the year ended December 31, 2025;
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Telemarketing, which is done by a third-party vendor and accounted for 22.2% of plan sales in the year ended December 31, 2025;
Corporate channel, as some employers provide coverage to employees, which is done by an in-house team and accounted for 15% of plan sales in the year ended December 31, 2025;
Partnerships with third parties, such as banks, through which plans are sold directly in bank branches and via call centers, and credit card companies, which accounted for 8.3% of plan sales in the year ended December 31, 2025;
Independent brokers, which accounted for 30.7% of plan sales in the year ended December 31, 2025; and
Digital advertising, which accounted for 6.4% of plan sales in the year ended December 31, 2025.
We sell our dental, vision and oncological insurance plans in Mexico through:
Partnerships with third parties, such as major medical insurance companies, through which plans are sold directly or with brokers which accounted for 63% of plan sales in the year ended December 31, 2025; and
Independent brokers, which accounted for 36% of plan sales in the year ended December 31, 2025.
As of December 31, 2025, 91%, 52% and 97% of the total revenue from contracts with customers in our Healthcare Services in Mexico, Healthcare Services in Peru and Healthcare Services in Colombia segments, respectively, were generated by payments from third-party payers, including private insurers and institutional providers, during the year ended December 31, 2025. As a result, we focus primarily on negotiating contracts with private insurers to ensure that our hospitals and clinics are on their list of approved facilities. We have a dedicated commercial team to handle negotiations with insurance providers, with the objective of building and maintaining close relationships with them and ensuring that our network of hospitals and clinics is included in all their insurance plans.
As part of our integrated sales and marketing strategy, we focus on optimizing our customer acquisition cost while offering a strong and proven portfolio. As part of this strategy, we offer an omnichannel solution portfolio.
Technology
Our Information Technology (IT) strategy is designed to support our core philosophy, the “Auna Way,” as we focus on advancing IT solutions within our healthcare and insurance operations in Latin America. This philosophy—built on patient-centricity, medical excellence, integrated operations, and sustainable growth—guides our operations across Mexico, Peru, and Colombia. Our IT initiatives operationalize these pillars, enhancing patient care, streamlining operations, and supporting scalable growth while ensuring compliance and innovation.
Patient-Centricity and Medical Excellence
Our IT strategy prioritizes patients and clinical quality through a comprehensive Hospital Information System (HIS) integrating Electronic Medical Records (EMR) and Revenue Cycle Management (RCM). By 2025, our transition to a Regional ERP based on SAP S/4HANA will replace legacy systems with a unified platform that aims to provide real-time patient data access, reduce clinical errors, and support personalized care delivery. Additionally, Clinical Decision Support Systems (CDSS) empower healthcare professionals with evidence-based tools, improving diagnostic accuracy and outcomes.
Integrated Operations
Our implementation of Laboratory Information Systems (LIS) and Vendor Neutral Archiving (VNA) and new RIS- PACS regional solution, enhances operational interoperability, standardizing lab processes, and centralizing medical imaging for seamless collaboration across borders. This fosters cohesive patient care, eliminates redundancies, and promotes efficiency across our regional network.
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Supporting Healthcare and Insurance Integration
As a leading oncology and health insurer with more than 35 years of experience in Peru, we leverage IT to improve insurance services in Mexico and Colombia. Our technology initiatives support the full insurance lifecycle—from enrollment and claims management to integrated patient care services—embedding insurance solutions within our healthcare ecosystem in a cohesive manner. This holistic integration strengthens our value proposition, facilitating continuous and comprehensive care that aligns with the “Auna Way.”
Sustainable and Scalable Growth
Our digital platform is strategically decoupled to facilitate integration and scalability, critical to our continued inorganic growth strategy. This modular architecture enables rapid integration of new acquisitions and partners without fragmenting the user experience or diluting service quality. By maintaining a cohesive digital ecosystem, we mitigate fragmentation risks, supporting smooth patient journeys and robust operational continuity across all markets.
Technological Innovation and Compliance
Innovation remains central to our strategy, supported by a continuous commitment to operational excellence. We are currently executing a comprehensive, multi-year strategic plan aimed at strengthening our IT General Controls (ITGC) framework across the region.
This initiative focuses on standardizing our technology environment and enhancing oversight mechanisms to ensure long-term sustainability and alignment with global compliance standards. While this transformation is being implemented through a phased approach, our regional Security Operations Center (SOC) provides a robust layer of immediate monitoring, safeguarding our digital assets and ensuring compliance with SOX and data protection regulations, such as Habeas Data, in Mexico, Peru, and Colombia. By integrating these governance enhancements with the “Auna Way,” we reinforce our leadership in regional healthcare transformation through a secure and resilient infrastructure.
Competition
In Mexico and Peru, we face competition primarily from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. Our Auna Colombia network faces competition in Colombia from both public and private healthcare services providers. We face competition from these facilities on key factors such as (1) range of services offered to patients and physicians, (2) level of specialization of medical staff, and (3) reputation in the community.
Our strategy is designed to ensure our business is competitive, by focusing efforts on the quality of care, ability to attract and retain quality physicians, skilled clinical personnel and other health care professionals, location, breadth of services, technology offered, prices charged and our verticalized integrated business model.
The healthcare markets in Mexico, Peru and Colombia have historically been fragmented, and part of our competitive edge has been the reach of our networks. In recent years, new market entrants are seeking to consolidate their positions and increasingly compete with us.
Mexico
In Mexico, we face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. Main players have increased their offerings in recent years mainly through the construction of new facilities. In the same line, their renovation plans aim to add capacity and new technologies to keep up with the competition.
According to the Hospirank Mexico 2025 Report issued by Global Health Intelligence, Doctors Hospital and OCA Hospital, two of our three facilities in Mexico, are ranked among the best equipped private hospitals in Mexico, with OCA Hospital recognized among the leading facilities for cancer treatment, supported by its oncology infrastructure, which includes one of the highest numbers of linear accelerators and radiotherapy machines in Mexico.
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Our Auna Mexico network faces competition from other high-complexity hospitals in Monterrey. In Nuevo León more specifically, Grupo OCA, with our three healthcare facilities, is positioned as the leader in terms of the number of beds in the private healthcare sector. However, our network still faces competition from other high-complexity hospitals in the region, such as Christus Muguerza, Hospital Angeles, TecSalud and Swiss Hospital.
Moreover, we also face competition in the private healthcare plan market. There is a significant concentration in the Mexican private healthcare insurance market with the top 4 providers accounting for more than 81% of health plan providers premiums market in 2024.
Peru
In Peru, we also face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. The market in Peru is generally fragmented. According to SUSALUD, as of December 2025, there were 26,634 healthcare facilities in Peru, which include hospitals, private clinics, medical centers, private consultation facilities and dental hospitals. We are currently one of the few private healthcare networks in the country with broad geographic reach.
Well-established global players such as Quirónsalud have strongly positioned themselves through the acquisitions of Clínica San Felipe and Clínica Ricardo Palma, respectively, although Quirónsalud recently announced the sale of its operations in Peru and Colombia, while local groups such as Pacífico (through the Sanna network) and Rímac (through the Clínica Internacional network) have established horizontally integrated operations similar to ours in terms of coverage and structure.
Our flagship hospital, Clínica Delgado, faces competition from other high-complexity hospitals in Lima. Our regional hospitals outside Lima face competition primarily from Sanna and Clínica Internacional, the hospital networks of Grupo Pacífico and Rímac, respectively.
Peru’s capital and most populated city, Lima, and its metropolitan area, have the highest concentration of individuals with some type of healthcare coverage and is home to most of the country’s largest and most sophisticated hospitals.
While we are the only provider of a vertically integrated oncology plan in Peru, Oncosalud also faces competition from companies that offer general healthcare plans covering oncology services, including from traditional insurance providers and other companies offering prepaid plans covering oncology services. We believe Oncosalud’s main competitors are Rímac and Pacífico, the two main insurance providers in Peru, both of which have substantial financial resources and provide both complementary oncology plans and general healthcare coverage covering oncology.
There is significant concentration in the private healthcare plan market, with the top 10 providers accounting for more than 98% of the market since 2014. Oncosalud has consistently maintained a strong position in the market, and as of September 30, 2025, it held 26.0% of market share in the industry based on number of total plan members, including Auna’s general healthcare plans, which have been growing since 2020, when we expanded our portfolio to offer this kind of plans.
In Peru, we face limited competition from government providers, such as EsSalud and SIS, as a result of capacity limitations and deficiencies related to the standard of care despite their substantial financial resources.
Colombia
In Colombia, the market has seen increasing consolidation in recent years as both global and local players vie to integrate horizontal platforms in a sector where many top institutions are still owned by foundations and non-profit entities. We face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. The infrastructure gap between privately owned and state-owned facilities is smaller in Colombia compared to Peru and we face competition from state-owned facilities as well.
Clínica Las Américas, our hospital located in Medellín, is positioned within Medellín’s premium hospital segment, due to its infrastructure, medical service capabilities and offered specialties.
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However, in Medellín, we face competition from other hospital networks with premium facilities, including San Vicente de Paul, Pablo Tobón Uribe and El Rosario. Although they have smaller installed capacity, Clínica IPS Universitaria and Clínica Medellín, operated by Quirónsalud, are also competitors with strong brand awareness in Colombia.
In Montería, we face competition from other hospital networks with premium facilities, including San Jeronimo and Clínica Montería. We also face a heightened competitive risk in Montería as a result of the concentration of control of the market in a few individuals.
In Barranquilla, we also face competition from other hospital networks, including Clínica Iberoamerica (Grupo Keralty/Sanitas), Clínica del Caribe, Organización Clínica General del Norte y Bonnadona. Certain of our competitors may have greater financial resources, be better equipped and offer a broader range of healthcare services than we do.
Regulation of the Mexican Healthcare Sector
The Mexican healthcare system is a complex mix of public and private services based on the constitutional right to healthcare access. The right to healthcare access is implemented through the Ley General de Salud (the “LGS”), which outlines the roles of federal and local authorities as well as of public and private institutions in the provision of healthcare. Below are the key aspects of the Mexican healthcare system:
Health Ministry: The Health Ministry (“SSA”) is the federal authority in charge of executing and conducting public policy on health services and sanitary matters.
Social Security: The majority of the population relies on public healthcare services provided by the IMSS and the Institute for Social Security and Services for State Workers (“ISSSTE”), as well as similar state-level institutions that provide social security and healthcare to state and municipal workers.
IMSS-Bienestar: IMSS-Bienestar was established to centralize public healthcare services to the uninsured population. IMSS-Bienestar originated as a subprogram of IMSS and was later transformed into a decentralized entity (organismo público descentralizado) assuming control of all public healthcare services for the uninsured population, including the functions previously performed by the INSABI (Instituto de Salud para el Bienestar).
Private Healthcare: Mexico has a thriving private healthcare sector, which provides high-quality services to those who can afford them. Many Mexicans have private healthcare plans or pay out-of-pocket for private medical care. The availability and level of specialization of private healthcare overall surpasses the scope of IMSS, ISSSTE and IMSS-Bienestar, particularly due to insufficient number of clinics and hospitals to address the needs of the population.
Healthcare Financing: The healthcare system in Mexico is funded through a combination of contributions from employers, employees and the government; IMSS and ISSSTE generally struggle to maintain healthy finances due to the number of people covered under the respective institute as well as previous pension programs. Private healthcare plans and out-of-pocket payments also play a significant role in financing healthcare.
In summary, the Mexican healthcare system is characterized by a dual system of public and private healthcare services, with significant disparities in quality and accessibility. While there have been efforts to expand coverage and improve healthcare access, challenges such as regional disparities and funding issues continue to impact the effectiveness of the system.
Generally, all healthcare facilities in Mexico are subject to a wide range of regulations, as well as permits, licenses, authorizations and concessions, which vary depending on the location of the facility and its level of specialization, scope of services and size.
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Pricing and Quality of Services
Pricing. Most healthcare services in Mexico are not subject to price controls. However, there are specific restrictions applicable to the public sector—IMSS and ISSSTE—related to the supply of medicines, medical devices or other equipment to these institutions, which are subject to governmental controls.
Quality. Healthcare services quality is regulated by the SSA and the Comisión Federal para la Protección contra Riesgos Sanitarios (“COFEPRIS”) through the relevant licenses and registries, as well as through vigilance of the application of the relevant regulations, as described in the Sanitation Standards section below.
The Ley Federal de Competencia Económica (“LFCE”) and its related regulations regulate free competition, antitrust matters, monopolies and monopolistic practices, and require Mexican Government approval for certain mergers and acquisitions. The LFCE grants the government the authority to establish price controls for products and services of national interest through presidential decree.
The Federal Economic Competition Commission (“COFECE” or Comisión Federal de Competencia Económica) was an autonomous constitutional body of the Mexican government with authority to monitor, promote, and guarantee competition in Mexico in relation to various economic activities, including those related to the hydrocarbons sector and the electricity industry. Its functions included the analysis and authorization of mergers and the prevention and sanctioning of anti-competitive practices.
On December 20, 2024, the Mexican President published in the Mexican Federal Official Gazette a decree that reforms the Political Constitution of the United Mexican States in respect of administrative simplification. On March 4, 2025, the reform was approved by the Mexican Senate. The stated objective of such reform is to simplify the structure of the government, eliminate administrative redundancies that increase operating costs and to simplify governmental processes by eliminating seven autonomous government bodies, including the COFECE.
Following the enactment of such constitutional reform, the transition to replace COFECE began. In compliance with this reform, on July 16, 2025, the reform to the Federal Economic Competition Law (“LFCE”) was published in the Mexican Federal Official Gazette, designating the creation of the National Antitrust Commission (“CNA”), a decentralized public body under the Ministry of Economy, with legal personality and its own assets, management autonomy, and technical and operational independence in its decisions, organization, and operation, which will assume the functions of COFECE and IFT in matters of antitrust regulation. The amendment to the LFCE has come into force as all of the commissioners of the CNA have been appointed by the head of the executive branch and ratified by the Senate.
Data Protection
On March 20, 2025, the new Ley Federal de Protección de Datos Personales en Posesión de los Particulares (“LFPDP”), was published in the Mexican Federal Official Gazette and it became effective on the next day. The purpose of the new LFPDP is to protect personal data collected, held or provided by individuals, and to enforce controlled and informed processing of personal data in order to ensure data subjects’ privacy and the right to consent with respect to the use or deletion of protected information consistent with the purpose of the prior existing data protection law that became repealed.
The LFPDP requires companies to inform data subjects about the information being collected, used, disclosed or stored and the purpose of such collection, use, disclosure or storage via a privacy notice and provides special requirements for processing sensitive personal data (which is defined as data relating to race, physical condition, religious, moral or political affiliation, and sexual preferences). The LFPDP gives data subjects the right to: (1) access their data; (2) have inaccuracies in their data corrected or completed; (3) deny transfers of their data; and (4) oppose use of their data or have it deleted from a company’s system (other than in certain circumstances expressly set forth in the LFPDP, such as the exercise of a right or holding information required under applicable law). The LFPDP requires that, if disclosure of data is permitted, the transferee agrees to the same restrictions as those set forth in the documentation permitting the original receipt and subsequent disclosure of information. The LFPDP also provides that data may be disclosed without the consent of the data subject in certain limited circumstances: (1) a law requires or permits disclosure; (2) disclosure is required in connection with medical treatment; or (3) disclosure is required in connection with a legal action. The LFPDP requires immediate notice to a data subject, of any security breach that significantly affects his/her property or moral rights.
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The newly created Ministry of Anti-Corruption and Good Governance (Secretaría de Anticorrupción y Buen Gobierno) is the entity authorized to monitor and enforce compliance with the LFPDP by private entities processing personal data. Such entities will be held liable for interfering with a data subjects’ exercise of their rights under the LFPDP and for failing to safeguard their personal data. Data subjects who believe that a company is not processing their personal data in accordance with the LFPDP may request an investigation by the ministry. Following an investigation, the ministry may: (i) dismiss the data subject’s claim or (ii) affirm, reject or modify a company’s answer to a data subject’s claim. Penalties for violating the LFPDP’s provisions include a fine up to the equivalent of 36.0 million Mexican pesos (approximately US$2.1 million) a prison sentence of up to five years or double the applicable fine or sentence for violations related to sensitive personal data.
Environmental Regulations
The General Law for the Ecologic Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) sets forth the baseline of all environmental obligations for the development, construction and operation of any project in Mexico. Depending on the aspects of any particular project, it may require different permits, licenses and authorizations to be issued by the Secretaría de Medio Ambiente y Recursos Naturales (the “SEMARNAT”), which is the federal authority in charge of environmental policy in Mexico, and/or from local, state-level, environmental authorities, in terms of environmental impact, waste management, wastewater discharge and air emissions, among others. The base permit for the development of a project in Mexico is the environmental impact authorization, which is the initial assessment of all impacts to the environment derived from the construction and operation of any project, and the mitigation measures required to offset any such impacts. In general terms, all health sector projects, such as hospitals and clinics, are subject to securing an environmental impact authorization from the local environmental authority. Fines and other administrative measures may be applied by federal or local environmental authorities for any identified non-compliance. As a general matter, sanctions may include fines for up to between 1.7 to 5.4 million Mexican pesos (approximately US$98,500 to US$314,000), temporary or permanent, total or partial closure of facilities, revocation of relevant environmental permits, licenses, authorizations, concessions and/or registries, and/or reparation or compensation of environmental damages caused.
Wastewater Discharge
All wastewater discharges must comply with the relevant Mexican Official Standard (“NOM”) and the concentration of parameters set for therein. As a general matter, wastewater that is discharged into a sewage system operated by a local public utility must be in compliance with NOM-002-SEMARNAT-1996, which establishes the maximum permissible limits of contaminants in the discharges of wastewater into urban or municipal sewage system, whereas wastewater discharged into federal receiving bodies such as rivers, lakes or the ground, must comply with NOM-001-SEMARNAT-2021, which establishes the permissible limits of contaminants in wastewater discharges into bodies of water owned by the nation.
In addition, discharging wastewater into a federal receiving body requires a wastewater discharge permit issued by the National Waters Commission (Comisión Nacional del Agua), whereas discharges into sewage system operated by the local public utility may be subject to different permits, registries or licenses, depending on the particular state and municipality on which the relevant facility is located.
Hazardous Waste Management
The Ley General para la Prevención y Gestión Integral de los Residuos (the “LGPGIR”), alongside NOM-052-SEMARNAT-2005, which establishes the characteristics, identification procedure, classification and lists of hazardous waste and NOM-087-SEMARNAT-SSA1-2002, which establishes the requirements for the separation, packaging, storage, collection, transportation, treatment and final disposal of biological-infectious hazardous waste generated in healthcare facilities, set forth the basic classification of hazardous wastes, which include all wastes with a hazardousness trait (i.e., corrosiveness, toxicity, reactiveness, explosiveness, flammability) as well as all wastes from healthcare services (i.e., blood, tissue, biologic samples, used health equipment).
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Any facility on which hazardous wastes are generated in an amount greater than 400 kg per year require a hazardous waste generator registry to be filed before SEMARNAT. In addition, facilities that generate at least 10 tons of hazardous wastes per year, as well as those that generate certain hazardous wastes such as used or expired medicines, blood and its components, tissue and organs, sharp tools that have been in contact with humans or animals (i.e., scalpel, syringes), and the strains and cultures of pathogenic agents generated in diagnostic and research procedures, require a hazardous waste handling plan authorization where the facility’s procedures for handling hazardous wastes are described.
Special Management Waste
Wastes that are not considered hazardous, but are listed as special management waste under LGPGIR or NOM-161-SEMARNAT-2011, which establishes the criteria for classifying Special Handling Waste (Residuo de Manejo Especial) and determining which ones are subject to a Management Plan (Plan de Manejo); the list of such waste, the procedure for inclusion or exclusion from this list, as well as the elements and procedures for the formulation of management plans, including plastic, paper and cardboard in large quantities, metal, electronic wastes, among others, must be covered under a special management waste generator registry filed before the local environmental authority, as well as under a special management waste handling plan, depending upon the local regulations on special management wastes.
Radioactive Substances
The acquisition, storage, use and disposal of radioactive sources in medical and diagnostic procedures is subject to authorization from the SSA in coordination with the National Nuclear Safety and Safeguards Commission (Comisión Nacional de Seguridad Nuclear y Salvaguardias), as well as subject to various NOMs that regulate safety and preventive measures, including NOM-040-NUCL-2016, Radiological Safety Requirements for the Practice of Nuclear Medicine, and NOM-229-SSA1-2002, Environmental Health. Technical Requirements for Facilities, Sanitary Responsibilities, Technical Specifications for X-ray Equipment, and Radiological Protection in Medical Diagnostic X-ray Facilities.
Sanitation Standards
As set forth in the LGS, all hospitals and clinics are subject to various sanitation standards set forth under relevant NOMs such as NOM-016-SSA3-2012, which establishes the minimum infrastructure and equipment characteristics for hospitals and specialized medical care clinics, and must secure the relevant sanitary licenses for each facility.
Construction Licenses
A construction license must be obtained from the applicable municipal authority to develop any healthcare facility. Construction of new healthcare facilities and expansion or major modification of existing healthcare facilities are subject to prior authorization by the municipal authority. In addition, the construction of any hospital or clinic requires a prior review of whether the project is compatible with local zoning regulations, including urban development plans. Specific requirements may vary from municipality to municipality, but are generally focused on reviewing zoning restrictions, and all technical documents detailing the specifics of any project.
Regulation of Mexican Insurance Sector
Healthcare Insurance plan providers in Mexico, such as Auna Seguros (formerly known as Dentegra), are regulated and supervised by the CNSF. As a result of the interaction of the providers with their clients, the National Commission for the Protection and Defense of the Users of Financial Services (Comisión Nacional Para la Protección y Defensa de los Usuarios de Servicios Financieros) also regulate and supervise healthcare plan providers in Mexico.
Some of the most relevant regulations applicable to providers are (i) the Ley de Instituciones de Seguros y Fianzas (“Insurance Law”), (ii) the Circular Única de Seguros y Fianzas (“Insurance Regulations”) and (iii) the Insurance Contract Law (Ley Sobre El Contrato De Seguro).
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Healthcare plan providers have minimum capital requirements required based on the company’s risk and exposure. The Insurance Law and Insurance Regulations set forth the obligation of the insurance companies to carry out stress tests on a regular basis to evaluate their capital adequacy. The results of such tests shall be reviewed by the board of directors of each insurance company and submitted to the CNSF on a regular basis.
The CNSF has the authority to settle regulations defining the form in which the healthcare plan providers will report and provide evidence of compliance with the solvency capital requirements mentioned above, as well as the procedure to provide the CNSF the information regarding the particular technical characteristics of the internal calculation model adopted by the company.
CNSF’s principal activities in regulating and supervising providers in Mexico include reporting obligations. The main obligations of an insurance company vis-à-vis its regulator are divided within two: (i) the financial obligations, specifically the minimum solvency or liquidity ratios and the technical reserves, and (ii) the reporting obligations to the CNSF.
Healthcare plan providers are required to file before the CNSF certain reports on a monthly, quarterly and annual basis.
Healthcare plan providers must file on a monthly basis the rates charged for the basic insurance products offered to their clients.
The main quarterly regulatory reports include: (i) corporate information including a description of ESG criteria incorporated into the corporate governance system, (ii) technical reserves, (iii) capital requirements, (iv) assets and investments, (v) reinsurance and underwriting (if applicable), (vi) financial statements, (vii) statistical information and (viii) third-party transactions.
The main annual regulatory reports include: (i) corporate governance, (ii) reinsurance and underwriting (if applicable), (iii) financial statements, (iv) statistical information related to individual and collective medical expenses insurances regarding accidents and illness, (v) statistical information related to annual statistical information by transaction, line of business and type of insurance, together with reassurance transactions (if applicable) and (vi) third-party transactions.
Regulation of the Peruvian Healthcare Sector
The Peruvian Constitution of 1993 (the “Peruvian Constitution”) recognized a number of rights and guarantees for Peruvian citizens, including, among others, the right to healthcare. The Peruvian Constitution also guaranteed free access to healthcare services through public and private entities. According to the Peruvian Constitution, the government is also responsible for establishing the rules and regulations governing healthcare providers and for supervising the effective functioning of the healthcare system overall. MINSA is the main governmental entity responsible for such oversight.
MINSA primarily carries out such oversight through SUSALUD, a decentralized, technical entity that is a part of MINSA. SUSALUD is responsible for regulating and supervising the activities of all healthcare providers, whether public or private, including IPRESSs and IAFASs.
All IPRESSs must be registered at SUSALUD and then obtain an authorization (categorization of the health facility according to the healthcare services provided) issued by the health authority of their jurisdiction in order to conduct their healthcare services according to complexity level.
All IPRESSs, including Auna’s facilities, must be registered with SUSALUD in the National Registry of IPRESSs and must obtain the categorization issued by the health authority of their jurisdiction. Such categorizations are valid for a period of three years.
Private IAFASs, such as Oncosalud, must obtain regulatory authorization from SUSALUD for purposes of their corporate organization, which is valid for two years. Once incorporated, private IAFASs must register with and obtain a second regulatory authorization from SUSALUD prior to commencing operations. Such regulatory authorizations are valid for an indefinite term, subject to the recipient’s compliance with the applicable regulations.
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Each of the facilities in our Auna Peru and Oncosalud networks is registered as an IPRESS and Oncosalud, as a provider of prepaid oncology plans, is registered as an IAFAS.
SUSALUD’s principal activities in regulating and supervising IPRESSs and IAFASs include:
Managing the National Registry of IPRESSs and the Registry of IAFASs;
Providing authorization to IPRESSs and IAFASs to operate;
Monitoring compliance by IPRESSs and IAFASs with applicable rules and regulations;
Identifying unfair terms in the contracts and agreements between IAFASs and their plan members;
Conducting administrative proceedings and issuing sanctions against any IPRESS or IAFAS that is not in compliance with applicable rules and regulations; and
Instructing the prosecutor’s office to commence civil and/or criminal prosecution of any IPRESS in case of violations of the citizens’ health rights.
In addition to MINSA and SUSALUD, certain other Peruvian authorities have authority over healthcare providers if the activities of such providers fall within their jurisdiction, including regional and local governments in Peru, INDECOPI and the Justice Ministry.
We are subject to extensive laws and regulations, including those related to: the quality and suitability of healthcare facilities and the services provided by healthcare providers; environmental protection and licensing matters; and the protection of personal data and consumer protection, among others, as enacted by various Peruvian authorities.
Quality of Services
IPRESSs. SUSALUD is charged with oversight of IPRESSs and their compliance with legally mandated standards of service and applicable service offering limitations in accordance with their corresponding classification. SUSALUD may also sanction any noncompliant IPRESS. Such sanctions may vary depending on the degree of the infraction and related fines may be up to 500 Tax Units. The applicable Tax Unit for fiscal year 2026 is S/5,500. In addition to imposing monetary penalties, SUSALUD may suspend or revoke a noncompliant facility’s registration and order its closure.
The Dirección General de Medicamentos, Insumos y Drogas (“DIGEMID”) under MINSA is charged with oversight of pharmacies and their compliance with legally mandated standards of service and obligations to carry certain essential generic medicines. Noncompliant IPRESSs may be sanctioned.
IAFASs. SUSALUD is charged with oversight of IAFASs and their compliance with legally mandated standards of service and obligations under applicable regulations. In addition, SUSALUD may impose sanctions, including fines of up to 500 Tax Units on, and suspend or revoke the regulatory authorization of, any noncompliant IAFAS. SUSALUD may also establish heightened monitoring regimes and recovery plans on noncompliant IAFASs in order to more closely monitor their liquidity levels and encourage the stable management of the funds.
Economic and Financial Related Regulations Applicable to IAFASs
Each IAFAS must comply with the Regulations of Financial Solvency, Technical Obligations and Support Coverage for IAFASs, approved by Superintendence Resolution N° 020-2014-SUSALUD/S as amended by Superintendence Resolution N° 089-2016-SUSALUD/S. This and other regulations establish various requirements, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others, in an effort to protect an IAFAS’s assets and financial equilibrium. Under these requirements, Oncosalud must maintain minimum capital reserves of 459 Tax Units. In addition, as of December 31, 2025, Oncosalud is limited from holding more than S/1,238 million (US$361.9 million) of debt. To monitor compliance with these obligations, SUSALUD requires IAFASs to provide certain relevant information relating thereto, including financial indicators, solvency margins and information on indebtedness, on a monthly, quarterly or annual basis, as applicable.
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As of December 31, 2025, Oncosalud is in full compliance with all solvency, capital obligations and reporting requirements as provided by the applicable regulations.
Processing of Personal Data
The Peruvian Personal Data Protection Law, enacted by Law N° 29733, applies to personal data stored or intended to be stored in a public or private personal database processed in Peru.
Under these regulations, health data is considered sensitive information and as such, there are a series of requirements that data controllers must comply with in processing, which includes any procedure that facilitates access to, or allows for the sharing and interconnection of, personal health data. Among others, these requirements include:
Obtaining the prior written express consent of the individual whose data is being processed;
Registering their databases containing personal data and reporting cross-border transfers of such data to the Peruvian National Authority for Personal Data Protection. The creation of such databases must be justified by legitimate purposes;
Adopting technical, organizational and legal measures to protect the security of the personal data they hold, which must be appropriate to the nature and purpose of the personal data involved; and
Maintaining the confidentiality of the personal data.
Notwithstanding the foregoing, consent of the individual whose data is collected is not required when, under emergency circumstances, the data is processed within the healthcare network for the rendering of healthcare services to such individual, including prevention, diagnosis or appropriate treatment. In addition, such consent is not required when processing is needed for: compelling reasons in the public interest contemplated by law; treatment for public health reasons; or epidemiological or similar studies.
In addition, according to the General Health Law (Law N° 26842) and the Health Records Technical Norms (Ministry Resolution N° 214-2018/MINSA), data related to the provision of healthcare services, including printed or electronic health records, is protected and healthcare facilities and professionals may face administrative, civil or criminal liability for disclosing such information to third parties, subject to certain exceptions. In cases of unauthorized disclosure, the Peruvian National Authority for Personal Data Protection may impose fines against the breaching entity between 0.5 Tax Units and 100 Tax Units depending on the specific violation. In addition, the individual whose data was disclosed may file a claim for damages.
We are in full compliance with personal data protection requirements as provided by the applicable regulations.
Environmental Certification
The Law on the National System for Environmental Impact Assessment (Law N° 27446) and its regulation, approved by Supreme Decree N° 019-2009-MINAM, provides that any public or private investment project that may generate negative environmental impacts is required to have an environmental certification from the corresponding governmental authority approving the Instrumentos de Gestión Ambiental (“IGAs”) used to mitigate the environmental impacts of such investment project. Healthcare facilities are one of the types of investment projects that must have an environmental certification. MINSA is the governmental authority in charge of evaluating and approving IGAs for investments in healthcare facilities. IGAs available to healthcare facilities are Estudio Impacto Ambiental detallado (“EIA-d”) for operations with a significant negative environmental impact, Estudio Impacto Ambiental semi detallado (“EIA-sd”) for operations with a moderate negative environmental impact, or Declaracion Impacto Ambiental (“DIA”) for operations with a minimal negative environmental impact. Under applicable Peruvian law, IGAs must be updated every five years after the start of the project.
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Currently, we have DIAs in place for our investment projects subject to Law N° 27446.
Environmental Administrative Liability
Under Council Resolution Nº 006-2018-OEFA-CD, and Supreme Decree N° 019-2025-SA, the Dirección General de Salud Ambiental e Inocuidad Alimentaria (“DIGESA”) under MINSA can impose sanctions for infractions, including engaging in development activities without obtaining the approval of the corresponding IGA or that do not comply with a development project’s approved IGAs, among others. Sanctions vary from 10 to 30,000 Tax Units and will depend on the potential or real damage to the environment resulting from these infractions. In addition, DIGESA can impose other administrative measures, including the suspension of the development, demolition of the project or requiring an update of the IGA.
Article 8 of the Regulations of the Law for the Use of Sources of Ionizing Radiation, approved by Supreme Decree N° 039-2008-EM, provides that IPRESSs that use X-ray equipment need to obtain prior regulatory authorization from the Oficina Técnica de la Autoridad Nacional. In addition, under applicable Peruvian law, each employee involved in operating X-ray equipment must have an operator license, radiological officer license and/or physicist license, as applicable, and must comply with the limits and conditions set forth in their licenses, including the applicable norms related to radiation safety, thereunder. As of the date hereof, we are in compliance with all applicable requirements for the operation of X-ray equipment.
Management of Solid Waste
Article 19 of the Solid Waste Management Law, approved by Legislative Decree N° 1278, modified by Legislative Decree 1501, establishes that DIGESA under MINSA oversees the regulation, supervision and control of solid waste management by IPRESSs.
Solid waste generated in connection with the operations of IPRESSs can be classified according to its composition and characteristics as: (a) Class A—bio contaminated waste (waste generated as a result of medical treatment and scientific investigation); (b) Class B—special waste (waste with corrosive, flammable, toxic, explosive and/or radioactive characteristics) and (c) Class C—common waste (waste which has not been in contact with patients or with contaminated materials or substances). Under current conditions, food remains from patients with COVID-19 are considered biocontaminated waste.
According to the provisions of the Law on Integral Solid Waste Management, Legislative Decree No. 1278, modified by Legislative Decree 1501, and its regulation Supreme Decree No. 014-2017-MINAM and NTS No. 144-MINSA/2018/DIGESA, modified by Ministerial Resolution No. 250-2022-MINSA, and Ministerial Resolution No. 901-2024/MINSA, “Integral Management and Handling of Solid Waste from Health Facilities, Medical Support Services and Research Centers,” it is up to the solid waste operating company (“EO-RS”) contracted by the generator to provide external collection, transportation and final disposal service.
Under Peruvian law, IPRESSs are required to separate solid waste according to its characteristics and conditions. Additionally, healthcare facilities have to designate appropriate areas for the adequate storage of solid waste and ensure its treatment and final disposal adheres to applicable regulations, including the hiring of authorized waste disposal companies. Failure to comply with these obligations can lead to the imposition of fines, which can range from 1,000 to 1,500 Tax Units.
Each IPRESS also needs to establish a committee for the integrated management of solid waste and develop and document, among others, the following:
Initial diagnostic assessment, including a study of the quantity, characteristics, composition, class and technical conditions of the IPRESS’s management of solid waste;
Solid waste management plan, which is a part of the IGA and should include actions related to the minimization and management of solid waste;
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Maintain and/or manage an internal record of the generation and management of solid waste at its facilities;
Annual declaration certifying the management of solid waste under its responsibility; and
Hazardous solid waste manifest tracking hazardous waste from the point of generation to ultimate disposal.
Failure to maintain the internal record, or submit the annual declaration and the hazardous solid waste manifest through the SIGERSOL (Sistema de Información para la Gestión de Residuos Sólidos ) platform can be sanctioned to DIGESA with an official warning or a fine of up to three Tax Units.
We follow the applicable solid waste management procedures for the collection, transportation and final disposal of each type of solid waste established by DIGESA, including through the hiring of authorized waste disposal companies.
Criminal Liability Under Peruvian Law—Healthcare Service Providers
Under the provisions of Law N° 30424, legal entities can be found criminally liable for certain crimes involving public corruption, influence peddling, money laundering, terrorism, financing of terrorism, tax crimes, custom crimes, crimes against archeological monuments, parallel accounting , among others, if the crime in question is committed by an employee, administrator or agent of the legal entity acting in such capacity on behalf of the company.
In addition, under Peruvian law, if the individual responsible for the commission of certain other crimes has been sentenced by a criminal court, legal entities playing an instrumental role in such criminal activity can be subject to criminal proceedings if the relevant crime was committed as part of its business activities or if it was used in the furtherance or concealment of the relevant crime.
For example, Peruvian criminal law provides that an individual who deliberately spreads dangerous or contagious diseases may face a penalty of three to 10 years of imprisonment and if such act results in severe injury or death, the penalty is increased to 10 to 20 years of imprisonment. In addition, the deliberate violation of sanitary regulations established by law or by a public authority is punishable by six months to three years of imprisonment and a fine.
If found guilty during criminal proceedings related to crimes under the provision of Law N° 30424, legal entities may be subject to sanctions, including: temporary or permanent closure of the legal entity’s business establishments; dissolution and liquidation of the legal entity; suspension of the legal entity’s business activities for up to two years; a permanent ban from the business activity related to the applicable crime; and fines.
A construction license must be obtained from the applicable local municipal government to build any healthcare facilities. Regulations relating to infrastructure, accessibility, safety, seismic resistance, and equipment of healthcare facilities issued by MINSA and the provisions of Chapters A.050, A.120, A.130 and E.030 of the National Regulations for Construction, approved by Supreme Decrees N° 011-2006-VIVIENDA, N° 010-2009-VIVIENDA N° 011-2012-VIVIENDA, N° 017-2012-VIVIENDA and N° 002-2014-VIVIENDA, N° 003-2016-VIVIENDA, N° 015-2018-VIVIENDA and complementary provisions as amended, will apply to such process. The applicable requirements vary depending on the type of healthcare facility being built. These requirements generally focus on the location of the proposed facility, including the related risk of natural disasters in the area, adequate architectural design and structure, access to utilities and adequate backup systems, protection systems against fires, floods and power outages, access conditions for disabled people, and other factors that may have a negative impact in the provision of healthcare services.
Regulation of the Colombian Healthcare Sector
Law 100 of 1993 established a mandatory healthcare insurance coverage system, the SGSSS.
The SGSSS is governed by MinSalud and supervised by SUPERSALUD. In addition, the following governmental entities have the power to enact regulations applicable to IPSs:
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Congress through the enactment of laws;
the President of the Republic through the issuance of regulatory decrees;
MinSalud through the issuance of regulatory decrees, resolutions and circulars; and
local governmental entities through the issuance of resolutions and circulars.
All IPSs must obtain (i) registration before the Special Registry of Health Services Providers (Registro Especial de Prestadores de Servicios de Salud) that is managed by MINSALUD and (ii) clearance (habilitación) for the health services they aim to provide. The departmental or municipal government in the jurisdiction in which the IPS is located are the authorities with the authority to grant clearance in compliance with nationally defined standards.
The Special Register of Health Service Providers acts as the operating license for each IPS and must be renewed every 4 years.
MinSalud’s Resolution 3100 of 2019 (“Resolution 3100”) sets forth the national standards IPSs must comply with. Resolution 3100 includes new requirements for infrastructure of healthcare facilities, medical personnel, minimum solvency ratio and limits on overdue commercial debt and unpaid wages. These new national standards went into effect on May 29, 2020, providing IPSs with a 6-month transition period to be in compliance with Resolution 3100. The Resolution 3100 has been amended over time, most recently by Resolution 465 of 2025, which modified Articles 4,5,7,19 and 20 introducing technical adjustments to registration and self-assessment requirements, infrastructure standards, priority processes, human talent qualifications and assisted transport.
IPSs are classified based on geographic coverage and the degree of complexity in the healthcare services they provide. Based on geographic coverage, IPSs are classified as:
Local: applicable to IPSs providing healthcare services at the municipal, district or metropolitan level;
Sectional: applicable to IPSs providing healthcare services at the departmental level; or
National: applicable to IPSs providing healthcare services in more than one department.
Based on the degree of complexity in the healthcare services they provide, IPSs are classified as:
Low: applicable to IPSs providing low-complexity care by general, technical and auxiliary professional medical staff;
Medium: applicable to IPSs providing medium-complexity care by specialized medical professionals; or
High: applicable to IPSs providing high-complexity care by specialized and subspecialized medical professionals.
Our facilities in Colombia, as IPSs, are subject to extensive laws and regulations, including those related to: market entry; the quality and suitability of healthcare facilities and the services provided by IPSs; accounting and financial matters; public health matters; and business crisis resolution and market exit, among others.
SUPERSALUD is also responsible for supervising the activities of all IPSs, whether public or private, including our facilities in Colombia. SUPERSALUD has the power to intervene and take possession of the business of the IPS, either with the purpose of administering or liquidating it when:
it has suspended payment of its obligations;
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it has refused the demand made in due form to submit its files, accounting books and other documents to the inspection of SUPERSALUD;
it has refused to be interrogated under oath in connection with its business;
it repeatedly fails to comply with the orders and instructions duly issued by SUPERSALUD;
it persists in violating its by-laws or any law;
it persists in handling business in an unauthorized or unsafe manner, and
its net worth is reduced below 50% of its subscribed capital.
It should be noted that the entry and permanence of IPSs in the SGSSS requires that IPSs comply with certain conditions of equity and financial sufficiency including, among others:
that the total equity of the IPS be above 50% of the capital stock;
in the event of non-compliance with mercantile obligations overdue for more than 360 days, the accumulated value of such obligations should not exceed 50% of current liabilities; and
in the event of non-compliance with labor obligations overdue for more than 360 days, the accumulated value of such obligations must not exceed 50% of the current liabilities.
Pricing. The majority of healthcare services in Colombia are not subject to price controls, and IPSs are free to negotiate the prices paid for different services with payers. However, in some cases, such as traffic accidents, natural disasters, terrorist attacks and other catastrophic events, rates are mandated by regulation. Such rates serve as a point of reference for the pricing of healthcare services generally.
In addition, the sale of medicines is subject to price controls under Circular 3 of 2013 of the Comisión Nacional de Precios de Medicamentos y Dispositivos Médicos (National Commission for Prices of Medicines and Medical Devices) in Colombia.
Quality. The Colombian regulatory framework also provides incentives for IPS to implement voluntary mechanisms to monitor and supervise the quality of services that they provide, such as audits, an accreditation relating to compliance with scientific, financial and other technical requirements applicable to IPSs and participation in a public database used to provide disclosure about individual IPSs and the SGSSS as a whole. Although implementation of these measures is voluntary, IPSs are incentivized to incorporate them into their operations because applicable regulations provide that they in doing so they will be considered a preferred provider by EPSs when contracting for healthcare services.
Financial Matters and Competition
Financial matters. Any modifications to an IPS’s by-laws related to the decrease of capital or expansion of the corporate purpose to activities not related to the provision of health services must be approved by SUPERSALUD. SUPERSALUD also has the authority to force an insolvent IPS into liquidation and apply other measures through forced administrative intervention when such IPS materially fails to comply with the applicable SGSSS regulation or upon an institutional crisis amounting to severe financial or operational consequences threatening the continuity and quality of the healthcare services it provides.
Competition. Article 333 of the Colombian Constitution, Law 155 of 1959, Decree 2153 of 1992, Law 296 of 1996, Law 1340 of 2009 and Resolution SIC No. 2751 of 2021 regulates competition in the Colombian market. In addition to this framework, IPSs are also regulated by Decree 780 of 2016 (“Decree 780”), which regulates competition in the healthcare services market. Pursuant to these laws, IPSs are prohibited from entering into agreements or otherwise acting in a manner that has the purpose or effect of preventing, restricting or distorting free competition within the healthcare services market. In addition, IPSs are prohibited from abusing a dominant position in the market through predatory pricing, discrimination or bundling. An IPS which has the capacity to unilaterally determine, directly or indirectly, market conditions is deemed to have a dominant position.
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IPSs are subject to various personal data protection laws and regulations in Colombia. Law 1581 of 2012 (“Law 1581”) includes obligations relating to the collection and processing of personal data. Under Law 1581, IPSs must obtain prior, express and informed consent from individuals whose data is collected and qualified consent for processing sensitive personal data. In addition, under Decree 1074 of 2015, IPSs with total assets above 100,000 Tax Value Units (“TVU”) must register their databases in the National Database Registry before the SIC, the national data protection authority in Colombia. This assessment is made based on the total assets reported in the financial statements of the immediately preceding fiscal year. As the applicable TVU for 2025 was 49.799, IPSs with total assets above COP4,979,900,000 must register their databases IPSs – including its administrators – must also implement a privacy policy setting guidelines for data processing and ensure all data subjects have access to the policy, adopt internal controls for processing and safekeeping personal data and follow certain guidelines for personal data transfers and transmissions. IPSs are also required to report security breaches when personal information is involved before the SIC. In case IPSs use artificial intelligence tools, they must ensure that such tools are transparent, allowing users to understand how their data is used. Likewise, IPSs must carry out privacy impact assessments before implementing AI systems, ensuring that there is no discrimination or bias in the processing of information.
Law 1266 of 2008 regulates the processing of credit and financial data. It requires data controllers to maintain such data pursuant to strict security measures and confidentiality standards, obtain consent prior to modifications and disclosure of the data and only use data for purposes identified in a privacy policy or notice.
Additionally, in their administration of medical records, IPSs must comply with sector-specific rules for processing health data, including Resolution 839 of 2017, Law 1438 of 2011, Decree 780 of 2016 and Resolution 1995 of 1999. These include rules related to minimum information requirements for medical records, such as the patient’s name and date of birth; limits on when and how such records may be accessed and by whom; and the length of time IPSs must maintain these records. In addition, in an effort to promote the authenticity, integrity, availability and preservation of the data, IPSs are obligated to use a unified electronic medical records system managed by the Colombian government for processing medical records.
IPSs are subject to various international, national and local environmental regulations, including those related to the use of natural resources, consumption of water, radioactive substances, disposal of waste and medicines. Fines and other administrative measures may be imposed on noncompliant IPSs. Depending on the severity of the breach, according to Law 2387 of July 25, 2024, sanctions may include fines of up to 100,000 times the Colombian minimum wage (approximately US$46 million taking into account the Colombian minimum wage for 2026) temporary or permanent closure of the facility, revocation of the applicable environmental license, authorization, concession, permit or registration, seizure of property used for the environmental breach, community service and/or if applicable, demolition of construction sites.
Management of non-domestic wastewaters
IPSs connected to the public sewage usually discharge their non-domestic wastewaters to the sewage network, which requires physically and chemically treating such waters before they are discharged to the network to be able to comply with the standards set forth in the Resolutions issued by the Ministry of Environment and Sustainable Development and the competent regional authorities. Failure to comply with such standards may trigger the imposition of preventive measures, such us the suspension of the activities relating to the discharges and/or the imposition of sanctions as described above.
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Management of hazardous waste
IPSs must comply with regulations establishing procedures for the management and disposal of hazardous wastes generated by its activities. Such regulations include: (i) Law 430 of 1998, which includes provisions regulating the collection, storage, transport and final disposal of hazardous wastes, (ii) Law 1252 of 2008, which provides prohibitive environmental regulations concerning hazardous wastes, (iii) Decree 1076 of 2015, which further regulates the collection, generation, management and disposal of hazardous wastes, and (iv) Resolutions issued by the Ministry of Environment and Sustainable Development, which specify the requirements, times and procedures related to the management of hazardous wastes. Under Colombian law, IPSs may be held liable for environmental damages caused by their improper management, transportation and/or disposal of hazardous wastes. IPSs, as producers of hazardous wastes, must categorize wastes using special laboratories authorized for this purpose by the Colombian government and communicate the category attributable to waste to those responsible for the storage, collection, transportation, treatment or final disposal of such waste. IPSs must also ensure that the third parties they contract to dispose of their hazardous waste are duly authorized to handle and manage the relevant types of waste. Any breach committed by such third parties in connection with the management and/or disposal of the hazardous wastes generated by IPSs may imply the joint liability of the latter.
Environmental liabilities
Law 2327 of 2023 establishes that any person or company will be required to remediate the environmental liabilities it generates. The law defines environmental liabilities as “the environmental impacts caused by anthropic activities, whether directly or indirectly by a person or company, authorized or not, cumulative or not, that can be measured, located and geographically delimited, that generate an unacceptable level of risk to life, human health or the environment, as established by the Ministry of Environment and Sustainable Development and the Ministry of Health, and for whose control there is no environmental or sectoral instrument.” The Ministry of Environment and Sustainable Development is further regulating the provisions of this law to set forth a specific procedure for the remediation and/or correction of environmental liabilities. Therefore, Law 2327 of 2023 is not yet applicable.
Corporate tree-planting obligation
Pursuant to Law 2173 of 2021, medium and large companies (such as Auna) registered in Colombia must implement, on an annual basis, a tree-planting program aimed at contributing to ecological restoration, including the planting of at least two (2) trees per employee. Tree plantings must be performed within areas previously chosen by municipal authorities, following the guidelines of the relevant environmental authority, and the trees to be planted must correspond to native species that comply with technical criteria of species, thermal floor, phytosanitary conditions, soil, and any other requirements defined by the authorities. The costs of the program must be borne by the company, and the planting sessions are considered internal work-related activities that must be conducted during working days and in compliance with health and safety requirements. Additionally, the Ministry of Environment and Sustainable Development issued Resolution 1491 of 2025, which further develops the criteria and guidelines for the effective implementation of these programs and for the consolidation of designated “Areas of Life” (Áreas de Vida). Resolution 1491 of 2025 clarifies that restoration is not limited to planting, but also includes maintenance, monitoring, and follow-up actions —including the survival of the plant material— during the first two (2) years. It also provides that planting must take place within Areas of Life, understood as zones defined and designated by municipalities or districts, in coordination with the competent environmental authorities for their identification and management. However, since the Areas of Life have not yet been designated by the competent authorities, the tree-planting obligation under Law 2173 of 2021 has not yet come into force.
Radioactive substances
The acquisition, storage, use and disposal of radioactive sources in medical and diagnostic procedures is subject to regulation enacted by the Ministry of Mines and Energy. This includes regulations related to the operation of X-ray equipment and the dosimetry of radioactive substances for medical treatment. As of the date hereof, we are in compliance with all applicable requirements for the operation of X-ray equipment and the dosimetry of radioactive substances for medical treatment.
Sanitation standards
As set forth in Law 9 of 1979, IPSs must comply with sanitation standards provided by the National Health Code. Additionally, Decree 780 sets forth regulations related to public health matters applicable to IPSs in their capacities as actors within the SGSSS, including regulations related to the sterilization of operating rooms and medical instruments.
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Failure to comply with the National Health Code and Decree 780 may result in administrative sanctions, including fines and temporary or permanent closure of noncompliant IPS facilities.
A construction license must be obtained from the applicable local municipal government to build and operate any healthcare facility. The construction of new healthcare facilities and expansion or modifications of existing healthcare facilities (including structural matters and reinforcements) are subject to prior authorization by the applicable local planning office or Curaduría Urbana (depending on its location) based on local urban plans and zoning regulation. The applicable requirements vary depending on the local jurisdiction but generally focus on the location of the proposed facility, including zoning restrictions on type of facilities, mitigation measures, mandatory areas for public spaces and adequate architectural design and structure.
C. Organizational Structure.
A simplified organizational chart showing our corporate structure is set forth below.
See also Exhibit 8.1 to this annual report, which contains a list of our subsidiaries.
D. Property, Plants and Equipment.
Properties
We own and operate hospitals and clinics in Mexico, Peru and Colombia.
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Intellectual Property
Trademarks
In Mexico, ownership of trademarks can be acquired only through a validly approved registration with the Instituto Mexicano de la Propiedad Industrial. A trademark registration is granted for a term of 10 years from the date on which the grant becomes enforceable and can be renewed for successive 10-year periods.
As of December 31, 2025, we own 89 valid, registered trademarks in Mexico. The main trademarks we use in our operations are “Doctors Hospital Auna,” “OCA Hospital Auna,” “Doctors Hospital East Auna,” “Auna” and “Dentegra Seguros Dentales,” noting that “Dentegra Seguros Dentales” is used under a license.
In Peru, ownership of trademarks can be acquired only through a validly approved registration with INDECOPIA trademark registration is granted for a term of 10 years from its grant date and can be renewed for successive 10-year periods.
As of December 31, 2025, we own 163 valid, registered trademarks in Peru. The main trademarks we use in our operations are “Auna,” “Oncosalud” and “Clínica Delgado Auna.”
In Colombia, ownership of trademarks can be acquired only through a validly approved registration with the SIC. A trademark registration is granted for a term of 10 years from the date on which the grant becomes enforceable and can be renewed for successive 10-year periods.
As of December 31, 2025, we own 161 valid, registered trademarks in Colombia. The main trademarks we use in our operations are “Clínica Las Américas,” “Clínica Portoazul,” “Instituto de Cancerología Las Américas” and “Clínica IMAT Oncomédica Auna.”
Environmental, Social and Governance Matters
At Auna, we care and take care. We apply this not only to our employees and patients, but also to the communities in which we operate, contributing to their development and well-being while keeping in mind each country’s unique environmental, social and governance (“ESG”) needs. We are aware that transforming health in Latin America is a challenge that involves the growth of companies in an interdependent manner with society and the environment. We are convinced that the challenge is not limited to taking care of health from a medical and scientific point of view, but also involves contributing to the comprehensive well-being of society, supporting the development of the communities in the regions where we operate and protecting the environment.
In 2025, we continued our commitment to ESG management by assessing and identifying ESG issues, including compliance, anti-bribery procedures, occupational health and safety, data privacy, diversity and inclusion, supplier ESG evaluations, social impact, waste management, carbon footprint measurement, and eco-efficiency. We also completed our first Double Materiality Assessment, a key milestone in strengthening our sustainability governance and strategic focus. The process identified the ESG topics most material to our business, long-term value creation, and stakeholder expectations. It provides clear visibility into sustainability-related risks and opportunities, as well as the impacts of our operations. These insights strengthen our ability to track material indicators and integrate sustainability into core business strategy. Our ESG Regional Committee, with members representing various areas across Peru, Colombia, and Mexico, supported the development of our ESG strategy. Additionally, in 2024 we implemented ESG criteria for a group of critical suppliers, establishing guidelines focused on human rights, pollution prevention, and personal data management. We concluded the year with the deployment of virtual training on ESG management for a select group of critical suppliers. This initiative will continue to scale in 2026.
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Environmental
We care and take care of our environment. As a healthcare company, we are aware of the effects that climate change can have on the health of our employees, patients, members and communities, and we acknowledge the crucial role that businesses play in the fight against climate change. Consequently, we are committed to managing our environmental impacts responsibly. In line with that commitment, our sustainability strategy focuses on addressing our environmental governance, waste management, eco-efficiency and carbon footprint. In 2026, we measured the 2025 carbon footprint across 100% of our operations in Peru, Mexico, and Colombia, consistent with the approach taken in the previous year. This assessment, benchmarked against our 2024 baseline, will provide a solid foundation for defining future emission reduction targets and strengthening our environmental roadmap. establishing a standardized tool to track and measure our greenhouse gas emissions and set the baseline for future reduction plans. Additionally, in most of our facilities we have implemented eco-efficiency initiatives, water quality monitoring processes (including water treatment, sample evaluations, and tank cleaning), and waste management programs that focus on both non-hazardous and hazardous waste, ensuring proper handling, segregation, and disposal.
Social and Governance
We care and take care of developing health and promoting well-being in our communities. We promote healthcare and prevention supported by scientific knowledge and medical research to help people live longer and healthier lives.
Auna is also committed to expanding quality access to healthcare in the countries in which we operate. In 2025, we were able to bring this promise to Peru, Mexico and Colombia by impacting over 20,319 individuals through the various social projects we deployed, including by providing blood donations, mammograms, and healthcare education through campaigns, among others.
We are also committed to ensuring that all of our employees, patients, members and users are treated with the same degree of respect, empathy and compassion. To this end, we began our diversity initiative in 2022 by laying the groundwork with the approval of our diversity and inclusion policy and the formation of our diversity committee. We have continued our efforts throughout 2025 and 2026 with different trainings and campaigns covering a wide range of topics such as diversity, inclusion and sexual harassment prevention, which have helped us bring our diversity and inclusion management to life at all levels of our organization.
Employees and Medical Staff
As of December 31, 2025, we had 15,254 employees in Peru, Colombia and Mexico, including 9,280 medical personnel, which includes physicians, nurses and technicians. Approximately 3% of our employees were part-time employees, the majority of which are physicians that are hired on a fee-for-service basis. We are subject to various laws that regulate wages, hours, benefits and other terms and conditions relating to employment. As of December 31, 2025, 1,318 and 437 of our employees were members of labor unions in Mexico and Colombia, respectively, and none of our employees were members of labor unions in Peru. For more information, see “Item 6. Directors, Senior Management and Employees—D. Employees.”
Our hospitals and clinics, like most institutions in the industry, have experienced rising labor costs. In Peru, Colombia and Mexico, attracting and retaining qualified medical personnel, in particular nurses, has become a significant operating issue for healthcare providers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.” To address this challenge, we have implemented several initiatives to improve retention, recruiting, compensation programs and productivity, including:
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Flexible and highly competitive compensation mechanisms for physicians;
A new training and support plan for nurses that includes professional development, a mental health program, and wellness courses; and
A corporate professional growth and development program called CRESER, which aims to develop talent within our corporate and administrative unit by providing a clear, structured career path for high-potential employees.
Our hospitals and clinics are staffed by licensed physicians, including physicians employed by us, physicians working as independent contractors and physicians who are hired through contracts that we have with certain medical groups or doctors’ associations in Peru, Colombia and Mexico. Any licensed physician may apply to be accepted to the medical staff of any of our hospitals or clinics, but each facility’s medical staff and the appropriate governing board of such facility, in accordance with established credentialing criteria, must approve the addition of each physician to the staff.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, and the notes thereto included elsewhere in this annual report and the information presented under “Presentation of Financial and Other Information.”
This annual report contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
A. Operating Results
Overview
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We are committed to amplifying access to a lifelong ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering 39 plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with lifelong care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.
Our person-centered care prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.
Through our integrated operational strategy we aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.
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This combination of mission, values and practices put in place within our organization is what truly defines the Auna Way. See “Item 3. Key Information—D. Risk Factors” For the risks and challenges we face as we operate in pursuit of the Auna Way.
Segment Reporting
Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. We have determined that our reportable segments are: (i) Oncosalud Peru, (ii) Healthcare Services in Peru, (iii) Healthcare Services in Colombia and (iv) Healthcare Services in Mexico. Our Oncosalud Peru segment consists of our prepaid healthcare plans and oncology services provided at our Oncosalud Peru segment facilities, including services provided under our prepaid plans and third-party healthcare plans and paid for out-of-pocket by our patients. Our Healthcare Services in Peru segment consists of healthcare services provided at any of our facilities in Peru other than those in the Oncosalud network. Oncosalud Peru is a payer to Healthcare Services in Peru, as are other third-party payers, for oncology and general healthcare services provided to it by our Healthcare Services in Peru segment, and the cost of such services are reflected as a cost to our Oncosalud Peru segment and a revenue to our Healthcare Services in Peru segment in our segment reporting. Our Healthcare Services in Colombia segment consists of healthcare services provided at any of our facilities in Colombia. Our Healthcare Services in Mexico segment consists of healthcare services provided at any of our facilities in Mexico and dental, vision insurance plans and oncology plans. In connection with our acquisition of Grupo OCA in October 2022, we added the Healthcare Services in Mexico segment to our reportable segments beginning with the fourth quarter of 2022. The accounting policies we follow for these segments are the same as those for the Company on a consolidated basis.
Factors Affecting Our Results of Operations
We believe that the most significant factors affecting our results of operations include:
Utilization and Mix of Healthcare Services. One of the most important factors affecting our financial condition and results is the rate of utilization of the healthcare services provided to our patients, including the number of outpatient consultations, emergency services, surgeries and hospitalizations, among other services, that we provide in a period, as well as our ability to adequately cross-sell complementary services such as pharmaceutical, diagnostic imaging and clinical laboratory services. We calculate utilization as (i) (x) the total number of days in which any of our beds had a hospitalized patient during the period divided by (y) the total number of beds, times (ii) the total number of days during the period. Our utilization rates are also affected by the number of third-party payers for which our facilities are considered in network. As the number of third-party payers for which we are in network for increases, so does our patient population and consequently our utilization rates. As our utilization rates increase, so does our revenue and our margins because it allows us to increase our economies of scale, as our asset base is largely a fixed cost. Likewise, if utilization rates decrease, so do our margins, and because a portion of our costs are essentially fixed, higher utilization rates drive higher margins in our business. The mix of healthcare services provided in a period also impacts our revenue, as we derive higher revenue from high complexity procedures, such as complex surgeries, rather than lower complexity procedures.
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Acquisitions. Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Barranquilla, Colombia in September 2020, the acquisitions of OncoGenomics and Posac in October 2021, the acquisition of 70% of the shares of IMAT Oncomédica in Montería, Colombia in April 2022, the acquisition of Grupo OCA in Monterrey, Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition, which may affect comparability of our results period-to-period. A substantial majority of our revenue growth since 2019 is attributable to acquisitions.
Growth of Oncosalud Products and Membership and Balanced Age Demographic. Increasing the total number of Oncosalud products and plan members is vital for the continued growth of our business. As we increase our plan member population, the rate of cancer and other disease incidence among our plan members generally stays steady or increases at a stable pace. Through new plan members, we obtain additional resources to treat our plan members that are diagnosed with cancer and other diseases and are able to spread the costs of treatment across a larger population, while also increase our profitability. In addition, we seek to maintain a balanced age demographic in our member population. Younger patients pay lower plan rates, which tends to lower our average revenue per plan member, but their likelihood of being diagnosed with cancer and other diseases is significantly lower, which reduces our expected average medical cost per plan member in any given period. Additionally, expected lifetime revenue is greater for younger plan members. As of December 31, 2025, the average age of our oncology plan members was 37.7 years, and the average age of our general healthcare plan members was 29.9 years. Keeping a balanced mix of younger and older patients helps us manage our revenue and costs.
Medical Inflation. Our financial condition and results are driven by our ability to (i) control the costs of providing healthcare services, including oncology services, (ii) appropriately price healthcare plans in our Oncosalud Peru segment and dental, vision plans and oncology plans in our Healthcare Services in our Mexico segment and (iii) pricing strategies in our healthcare networks. Our strong reputation in the market also depends on our having access to the newest technologies and medicines to diagnose and treat our patients, all of which can be expensive, and therefore places upward pressure on our costs. Moreover, we face significant competition for qualified medical personnel in Mexico, Peru and Colombia, which may require us to increase salaries and other benefits provided to our personnel. If we are unable to continue providing care while managing these cost increases, our operating profit could decline or we may be required to pass these cost increases onto our payers via the pricing of our products and services, which could make our products and services less attractive, and also impact our profitability. We continually focus on balancing the pressures of medical inflation with the benefits of providing the best quality healthcare services at affordable prices in order to continue to build the strength of our brands, which helps us grow our revenues and manage our costs.
Expansion of Our Network. Our ability to expand our network of healthcare facilities is one of the most important factors affecting our results of operation and financial condition. Historically, our business growth has been primarily driven by planning and building new hospitals or expanding existing hospitals and by acquiring new hospitals from third parties, and we expect these activities to continue to be key drivers for our future growth. Each additional facility that we develop or acquire increases the number of patient cases treated in our network and contributes to our continued revenue growth. However, building new hospitals requires several years of capital expenditures and ramp up of operations prior to a facility becoming profitable, and it takes time and resources to integrate new hospitals acquired from third parties into our existing networks.
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Foreign Exchange Rates. Our presentation currency is the Peruvian sol, and therefore we present our consolidated financial information in Peruvian soles. The functional currency of our operations is associated with the countries in which we operate. During the year ended December 31, 2025, we generated 23.5%, 43.9% and 32.6% of our revenue in Mexican pesos, Peruvian soles and Colombian pesos, respectively. This generates an exchange rate risk due to the possibility that the depreciation of the Mexican peso or Colombian peso against the Peruvian sol, which is our reporting currency, may cause the results of the applicable subsidiaries to be reduced once converted into Peruvian soles and therefore, impact our consolidated results. In addition, a significant portion of our debt is U.S. dollar-denominated. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt and throughout the three countries where we operate, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss, depending on the net liability position in a foreign currency other than the functional currency in each country in which we operate.
Components of Our Results of Operations
Total Revenue from Contracts with Customers
Total revenue from contracts with customers. We generate revenue from (i) the sale of healthcare services, which occurs in all of our segments, (ii) the sale of medicines, which also occurs in all of our segments, (iii) insurance revenue on our healthcare plans in our Oncosalud Peru segment and (iv) insurance revenue earned on our dental, vision insurance plans and oncology plans in our Healthcare Services in Mexico segment.
Healthcare services. The revenue we generate from the sale of healthcare services is recognized as services rendered to our patients and includes amounts related to the services provided as well as the products and supplies used in providing such services. The price of healthcare services is determined by the rates set forth in reimbursement arrangements that we have with individual healthcare providers for patients that have healthcare coverage or by reference to our standard rates for patients that do not have healthcare coverage and are generally paying out-of-pocket.
Sales of medicines. The revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and in cases when our patients are hospitalized, when medicines are administered to them.
Healthcare plans in Peru. We sell prepaid healthcare plans in Peru to plan members for one-year terms, which are automatically renewed and adjusted for price increases at the end of the term, unless terminated by either party. Most of our plan members make payments pursuant to these plans on a monthly basis, while a smaller percentage of them make payments on an annual basis. The insurance revenue we receive from the sales of healthcare plans is recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period under a healthcare plan is recognized in the accompanying statement of financial position as unearned insurance revenue reserve.
Healthcare plans in Mexico. We sell oncological insurance plans in Mexico through our insurance subsidiary, Auna Seguros (formerly known as Dentegra). These plans are marketed under two primary models: Oncosalud, a comprehensive oncology insurance product centered on prevention and full cancer treatment, and Oncocomplemento, which provides specialized cancer coverage as a supplement to existing major medical insurance policies.
Dental and vision plans. We sell dental and vision insurance plans in Mexico. Most of our plan members make payments pursuant to these plans on a monthly basis. The insurance revenue we receive from the sales of dental and vision insurance plans are recognized when they are contracted by the insured. Insurance revenue related to the unexpired contractual coverage period under a dental and vision insurance plan is recognized in the accompanying balance sheet as part of reserves.
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Cost of Sales and Services and Gross Profit
Cost of sales and services. Our cost of sales and services is primarily comprised of costs incurred in providing healthcare services, including the cost of medicines; personnel expenses for medical staff; medical consultation fees; surgery fees; depreciation of medical equipment; depreciation of buildings and facilities; amortization of software; cost of services provided by third parties, primarily lease payments to third parties for certain of our facilities, service and repair costs at our facilities, custodial and cleaning services and utilities; cost of room services for inpatients; cost of clinical laboratories; technical reserves for healthcare services; and cost of services provided by dental and vision healthcare providers for services rendered to our dental and vision members.
Gross profit. Our gross profit is the difference between the revenue generated by the sale of our healthcare and insurance plans, healthcare services and medicines and the cost of sales and services.
Operating Expenses, Loss for Impairment of Trade Receivables, Other Expenses and Other Income
Selling expenses. Our selling expenses include personnel expenses for our dedicated sales and marketing team; cost of services provided by third parties, primarily sales commissions paid to brokers, call centers and other third parties that assist with our sales efforts, as well as advertising costs; and other management charges, such as office rental for our sales team, advisory fees for market studies and sales team recruiting fees.
Administrative expenses. Administrative expenses consist primarily of costs incurred at the administrative level at each of our facilities, including personnel expenses for administrative staff; cost of services provided by third parties, primarily advisory and consulting fees and lease payments to third parties for office space; depreciation, primarily of buildings and facilities; amortization of intangibles, such as IT and software; various other administrative expenses, such as insurance; and tax expenses. We also allocate a portion of administrative expenses at the corporate level to each of our operating segments.
Loss for impairment of trade receivables. Loss for impairment of trade receivables consists of the estimate for impairment of trade receivables. This estimate generally consists of provisions for services to patients who, after a certain period of time and in accordance with our impairment policy, do not pay for those services provided, either by themselves or through insurance companies. We calculate the estimate for impairment of trade receivables using an expected loss model whereby we estimate expected losses on our trade receivables based on our historical experience of impairment and other circumstances known at the time of assessment in accordance with IFRS 9.
Financial Instruments. We record a gain for impairment of trade receivables for any recovery we make in excess of our estimated losses on trade receivables during the same period. The amount of the provision made for impairment of trade receivables is written off from the balance account when there is no expectation of cash recovery.
Other expenses. Other expenses consist of the change in fair value of assets held for sale and the loss on sale of intangible assets.
Other income. Other income consists of (i) rental income from property owned and rented by us for investment purposes, (ii) the parking fees we charge those who park in the parking lots at our facilities, (iii) the increase in fair value of our investment properties, (iv) rental income from property owned and rented by us for use by medical professionals in our Healthcare Services in Mexico segment and (v) any recovery receivables that were registered as uncollectable by acquired entities before being consolidated into our results.
Net Finance Cost
Finance income and finance cost consist of interest income, interest expense, net gain (loss) on financial assets, foreign currency gain (loss) on financial assets and financial liabilities and the reclassification of net gains (losses) on instruments used to hedge interest rate and foreign currency exchange rate risk previously recognized in other comprehensive income.
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Income Tax Expense
Income tax expense consists of taxes on income generated during the period. The current statutory income tax rates are 29.5% in Peru, 30.0% in Mexico and 35.0% in Colombia, calculated based on taxable income. Reconciliation of income tax effective rate to statutory tax rate considers the following effects: (i) non-deductible expenses, (ii) tax rates of a subsidiary abroad, (iii) tax losses for which deferred tax asset was not recognized and (iv) annual adjustment for inflation in Mexico, Peru and Colombia, among others.
In Colombia, the latest tax reform introduced a minimum tax rate of 15% calculated based on profits minus certain deductions. If the effective tax rate is less than 15%, taxpayers are obliged to add their income tax up to this limit.
Results of Operations
We have derived the information included in the following discussion from our consolidated financial statements included elsewhere in this annual report. You should read this discussion along with such financial statements.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
The following table summarizes our results of operations for the year ended December 31, 2025 and 2024:
Revenue
Insurance revenue
Health care services revenue
Sales of medicines
Total Revenue from contracts with customers
Cost of sales and services
Gross profit
Selling expenses
Administrative expenses
(Loss) for impairment of trade receivables
Other expenses
Other income
Operating profit
Finance income
Finance income from exchange difference
Finance costs
Finance costs from exchange difference
Net finance cost
Share of profit of equity-accounted investees
Income (loss) before tax
Income tax expense
Profit (loss) for the year
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Total revenue from contracts with customers
Holding and Eliminations
Total
Our total revenue from contracts with customers was S/4,385.3 million for the year ended December 31, 2025, representing a decrease of S/0.8 million, or 0.02%, from S/4,386.1 million for the year ended December 31, 2024. This decrease was partially attributed to lower revenues in the Mexican network due to softer demand for services, partially offset by higher revenues in Peru driven by increased demand for healthcare services and continued expansion of the Oncosalud membership base, as well as relatively stable revenue in Colombia.
Revenue from our Oncosalud Peru segment was S/1,164.2 million for the year ended December 31, 2025, representing an increase of S/93.6 million, or 8.7%, from S/1,070.6 million for the year ended December 31, 2024. This increase was primarily driven by a 4.4% net increase in the average number of Oncosalud plan members and by a 3.7% increase in average monthly revenue per plan member.
Revenue from our Healthcare Services in Peru segment was S/1,084.3 million for the year ended December 31, 2025, representing an increase of S/88.5 million, or 8.9%, from S/995.8 million for the year ended December 31, 2024. This increase was primarily driven by higher service volumes in surgeries, emergency visits and ambulatory care, including chemotherapy services, as well as higher ticket prices across our network. Service volumes were supported by new medical equipment, additional hospitalization beds, including the addition of 10 operating beds during the year, and marketing efforts across the network.
Revenue from our Healthcare Services in Colombia segment was S/1,440.1 million for the year ended December 31, 2025, representing a decrease of S/2.9 million, or 0.2%, from S/1,443.0 million for the year ended December 31, 2024. This decrease resulted primarily from lower volumes of surgeries and emergency treatments due to restrictions on services provided to government-intervened payors, partially offset by higher average tickets in key services and increased activity in higher-complexity services.
Revenue from our Healthcare Services in Mexico segment was S/1,038.8 million for the year ended December 31, 2025, representing a decrease of S/155.8 million, or 13%, from S/1,194.6 million for the year ended December 31, 2024. This decrease was primarily supported by lower service volumes in surgeries and emergency visits, as well as the continued impact of legacy physician and supplier relationships, partially offset by the expansion of oncology services.
Cost of Sales and Services
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Our total cost of sales and services was S/2,721.6 million for the year ended December 31, 2025, representing an increase of S/60.8 million, or 2.3%, from S/2,660.8 million for the year ended December 31, 2024. This increase was partially attributable to higher healthcare services utilization in Peru and higher medicines costs in Colombia, partially offset by lower surgery and emergency volumes in Mexico.
In our Oncosalud Peru segment, cost of sales and services was S/611.7 million for the year ended December 31, 2025, representing an increase of S/25.3 million, or 4.3%, from S/586.4 million for the year ended December 31, 2024. This increase was mainly due to higher variable medical costs driven by increased utilization of healthcare services and a higher number of patients treated as plan memberships continued to grow.
In our Healthcare Services in Peru segment, cost of sales and services was S/765.9 million for the year ended December 31, 2025, representing an increase of S/58.0 million, or 8.2%, from S/708.0 million for the year ended December 31, 2024. This increase was primarily attributable to higher medical variable costs driven by increased volumes in surgeries, emergency services and ambulatory care, including chemotherapy services, as well as higher utilization of hospitalization capacity across the network.
In our Healthcare Services in Colombia segment, cost of sales and services was S/1,054.2 million for the year ended December 31, 2025, representing an increase of S/13.5 million, or 1.3%, from S/1,040.6 million for the year ended December 31, 2024. The increase in costs was mainly driven by higher fees for medical services and higher pharmaceutical costs, primarily associated with increased activity in services that require a higher consumption of drugs and medical supplies, such as chemotherapy.
In our Healthcare Services in Mexico segment, cost of sales and services was S/620.4 million for the year ended December 31, 2025, representing a decrease of S/21.4 million, or 3.3%, from S/641.8 million for the year ended December 31, 2024. This decrease was primarily attributable to lower volumes of surgeries and emergency treatments, which reduced hospitalization days, ICU utilization and overall capacity usage.
Gross Profit and Gross Margin
For the foregoing reasons, our gross profit was S/1,663.7 million for the year ended December 31, 2025, representing a decrease of S/61.6 million, or 3.6%, from S/1,725.3 million for the year ended December 31, 2024. Our gross margin for the year ended December 31, 2025 was 37.9%. By segment, our gross margin was 47.5% in Oncosalud Peru, 29.4% in Healthcare Services in Peru, 26.5% in Healthcare Services in Colombia and 40.3% in Healthcare Services in Mexico. Overall, our gross margin decreased by 1.4% for the year ended December 31, 2025 from 39.3% for the year ended December 31, 2024.
Selling Expenses
Our total selling expenses were S/220.9 million for the year ended December 31, 2025, representing an increase of S/23.4 million, or 11.8%, from S/197.5 million for the year ended December 31, 2024. This increase was primarily attributable to higher advertising expenses and higher variable selling expenses, such as commissions to sales channels and variable commissions for credit card payments.
In our Oncosalud Peru segment, selling expenses were S/180.3 million for the year ended December 31, 2025, representing an increase of S/20.7 million, or 13%, from S/159.6 million for the year ended December 31, 2024. The increase in selling expenses was primarily driven by a S/14.9 million increase in sales channel commissions, a S/2.8 million increase in variable commissions for credit card payments and a S/0.8 million increase in personnel expenses.
In our Healthcare Services in Peru segment, selling expenses were S/22.7 million for the year ended December 31, 2025, representing an increase of S/3.1 million, or 15.9%, from S/19.6 million for the year ended December 31, 2024. The increase in selling expenses was primarily supported by a S/0.9 million increase in advertising expenses and a S/0.7 million increase in variable commissions for credit card payments and a S/0.1 million increase in advisory and administrative consulting expenses.
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In our Healthcare Services in Colombia segment, selling expenses were S/5.4 million for the year ended December 31, 2025, representing a decrease of S/0.3 million, or 5.6%, from S/5.7 million for the year ended December 31, 2024. The decrease in selling expenses was mainly due to S/0.2 million reduction in third-party promotion and advertising expenses, as well as lower personnel expenses.
Healthcare Services in Mexico segment, selling expenses were S/13.8 million for the year ended December 31, 2025, representing an increase of S/1.9 million, or 15.9%, from S/11.9 million for the year ended December 31, 2024. The increase in selling expenses was primarily a result of a S/2.9 million increase in advertising expenses and a S/1.5 million increase in advisory expenses, partially offset by a S/2.5 million decrease in sales channel commissions.
Administrative Expenses
Our total administrative expenses were S/812.7 million for the year ended December 31, 2025, representing an increase of S/24 million, or 3%, from S/788.7 million for the year ended December 31, 2024. This increase was mainly attributable to higher personnel and corporate expenses associated with the growth of operations and the regular annual increase in services.
For our Oncosalud Peru segment, administrative expenses were S/156.1 million for the year ended December 31, 2025, representing an increase of S/12.3 million, or 8.5%, from S/143.9 million for the year ended December 31, 2024. This increase was primarily driven by a S/14.6 million increase in personnel expenses and a S/11.1 million increase in corporate expenses, partially offset by lower other service expenses, mainly due to a S/6.1 million reduction in cleaning services and a S/3.5 million decrease in building maintenance and repair expenses, both as a result of a reclassification to cost of sales.
For our Healthcare Services in Peru segment, administrative expenses were S/194.2 million for the year ended December 31, 2025, representing an increase of S/17.5 million, or 9.9%, from S/176.7 million for the year ended December 31, 2024. This increase was primarily driven by higher personnel expenses of S/10.9 million related to the growth of operations and S/1.4 million in corporate expenses associated with the regular annual increase in services.
For our Healthcare Services in Colombia segment, administrative expenses were S/216.4 million for the year ended December 31, 2025, representing an increase of S/6.9 million, or 3.3%, from S/209.4 million for the year ended December 31, 2024. This increase was primarily driven by a S/2.8 million increase in corporate expenses associated with the regular annual increase in services and a S/3.2 million increase in maintenance and repair expenses related to various equipment and facilities, among other factors.
For our Healthcare Services in Mexico segment, administrative expenses were S/250.1 million for the year ended December 31, 2025, representing a decrease of S/5.7 million, or 2.2%, from S/255.8 million for the year ended December 31, 2024. This decrease was primarily driven by a S/15.4 million reduction in personnel expenses, partially offset by a S/6.1 million increase in corporate expenses and a S/6.6 million increase in advisory and consulting expenses.
(Loss) Reversal for Impairment of Trade Receivables
Loss for impairment of trade receivables was S/48.1 million for the year ended December 31, 2025, representing an increase of S/7.2 million, from S/40.9 million for the year ended December 31, 2024.
For our Oncosalud Peru segment, loss for impairment of trade receivables was S/2.6 million for the year ended December 31, 2025, representing an increase of S/2.1 million, from S/0.5 million loss for impairment of trade receivables for the year ended December 31, 2024. This increase was primarily driven by higher provisions for doubtful accounts.
For our Healthcare Services in Peru segment, loss for impairment of trade receivables was S/16.8 million for the year ended December 31, 2025, representing an increase of S/8.9 million, from S/7.9 million loss for impairment of trade receivables for the year ended December 31, 2024. This increase was mainly attributable to delayed payments of accounts receivable from third-party insurance providers.
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For our Healthcare Services in Colombia segment, loss for impairment of trade receivables was S/24.9 million for the year ended December 31, 2025, representing a decrease of S/3.5 million, from S/28.4 million loss for impairment of trade receivables for the year ended December 31, 2024. This decrease was primarily due to improved collection levels and lower provisioning requirements.
For our Healthcare Services in Mexico segment, loss for impairment of trade receivables was S/4.1 million for the year ended December 31, 2025, representing an increase of S/0.2 million from, a S/4.0 million loss for the year ended December 31, 2024. This increase was mainly attributable to delayed payments of accounts receivable from individual customers.
Other Income
Other income was S/43.2 million for the year ended December 31, 2025, representing a decrease of S/44.4. million, or 50.7%, from S/87.6 million for the year ended December 31, 2024. This decrease was primarily attributable to the absence of the income recognized in 2024 from the liquidation of the holdback amount related to the acquisition of Grupo OCA in Mexico.
In our Oncosalud Peru segment, other income was S/15.6 million for the year ended December 31, 2025, representing an increase of S/1.5 million, or 10.9%, from S/14.1 million for the year ended December 31, 2024. This increase was primarily driven by a S/0.6 million increase in royalty income and a S/0.2 million increase in income from the lease of medical equipment, among other factors.
In our Healthcare Services in Peru segment, other income was S/7.9 million for the year ended December 31, 2025, representing a decrease of S/0.4 million, or 4.7%, from S/8.3 million for the year ended December 31, 2024.
In our Healthcare Services in Colombia segment, other income was S/8.9 million for the year ended December 31, 2025, representing a decrease of S/0.5 million, or 5.3%, from S/9.4 million for the year ended December 31, 2024. This decrease was primarily attributable to lower rental income recorded at Promotora Médica Las Américas and Oncomédica.
In our Healthcare Services in Mexico segment, other income was S/29.9 million for the year ended December 31, 2025, representing a decrease of S/38.9 million, or 56.6%, from S/68.8 million for the year ended December 31, 2024. This decrease was primarily attributable to the absence of the S/46.6 million one-time income recognized in 2024 from the liquidation of the holdback amount related to the acquisition of Grupo OCA.
Operating Profit
For the foregoing reasons, our operating profit was S/625.3 million for the year ended December 31, 2025, representing a decrease of S/158.5 million, or 20.2%, from S/783.8 million for the year ended December 31, 2024.
Finance income was S/21.8 million for the year ended December 31, 2025, representing a decrease of S/3.0 million, or 12%, from S/24.8 million for the year ended December 31, 2024. This decrease was primarily attributable to lower interest income generated from cash balances and financial assets, mainly reflecting lower market interest rates during 2025 compared to 2024.
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Finance cost was S/458.3 million for the year ended December 31, 2025, representing a decrease of S/175.3 million, or 27.7%, from S/633.6 million for the year ended December 31, 2024. This decrease was primarily attributable to favorable non-cash foreign exchange effects resulting from the appreciation of the sol against the U.S. dollar during 2025, which generated a positive impact of S/193.0 million, compared to a negative foreign exchange impact of S/41.7 million in 2024. Excluding foreign exchange effects as well as non-recurring refinancing costs, finance cost would have been S/481.2 million in 2025 compared to S/586.3 million in 2024, representing a decrease of S/105.1 million, primarily reflecting lower underlying interest expenses due to lower benchmark interest rates.
We recognized income tax expense of S/88.4 million for the year ended December 31, 2025, representing an increase of S/28.5 million, or 47.7%, from an income tax expense of S/59.8 million for the year ended December 31, 2024. This represented an effective tax rate of 44.3% and 32.5% for the years ended December 31, 2025, and 2024, respectively. The effective tax rate for the year ended December 31, 2025 was mainly impacted by the absence of the recognition of a S/25.7 million deferred tax asset recorded in 2024, which reduced the effective tax rate in that year.
Profit (Loss) for the Period
For the foregoing reasons, profit (loss) for the year ended December 31, 2025, was S/110.9 million, compared to a profit (loss) of S/124.0 million for the year ended December 31, 2024, representing a decrease of S/13.1 million, or 10.5%.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
This analysis can be found in “Part I—Item 5. Operating and Financial Review and Prospects,” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 10, 2025, as amended by Amendment No. 1 on Form 20-F/A filed with the SEC on May 7, 2025.
Key Performance Indicators
The following table sets forth certain selected non-IFRS Accounting Standards measures relating to our business as of the dates and for each of the periods indicated:
Non-IFRS Accounting Standards Measures
EBITDA(2)
Segment EBITDA(3)
Adjusted EBITDA(4)
Operational Measures
The following table sets forth certain selected operating measures relating to our business as of the dates and for each of the periods indicated:
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Healthcare Plans:
Number of plan memberships(5)(6)
Average monthly revenue per plan membership(7)
Number of preventive check-ups
Number of patients treated(8)
Medical loss ratio(9)
% of cost of services related to preventive check-ups
% of cost of services related to treatment provided by Oncosalud network facilities(10)
% of cost of services related to treatment provided by Auna Peru network facilities(10)
% of cost of services related to treatment provided outside our networks
Healthcare Services:
Number of beds(5)
In Mexico
In Peru
In Colombia
Total number of emergency treatments
Total number of days hospitalized(13)
Total number of surgeries
% of utilization of beds(14)
Calculated based on an exchange rate of S/3.363 to US$1.00 as of December 31, 2025. See “Presentation of Financial and Other Information—Currency Translations.”
EBITDA and EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”
Segment EBITDA is a non-GAAP financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”
As of period-end.
Includes active plan memberships as well as plan memberships that have not paid monthly fees due on their plans for up to three months, during which time their plans remain active. Once such three-month period has passed, the plans are terminated and they are not included in our total number of plan memberships. As of December 31, 2025, we had 1,325,062 active members and 99,633 inactive members.
Total revenue for the period corresponding to insurance revenue in the Oncosalud Peru segment divided by the average number of plan members during the period, divided by the number of months in the period.
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Number of individual plan members receiving treatment for cancer during the period, which may include multiple instances of treatment per plan member.
MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans.
We introduced general healthcare plans in 2020, which increased the percentage of services rendered under our plans in our Healthcare Services in Peru segment.
Number of individual patients that received healthcare treatment during the period, which may include multiple instances of treatment per plan member.
We do not perform outpatient consultation in our Auna Mexico network. We lease medical office space at our facilities in our Auna Mexico network to third-party physicians, which perform outpatient consultations.
Total number of days in which any of our beds had a hospitalized patient during the period.
Utilization is calculated as (i) (x) total number of days in which any of our beds had a hospitalized patient during the period divided by (y) total number of beds, times (ii) total number of days during the period.
Reconciliation of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio
The tables below set forth reconciliations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio to the nearest IFRS Accounting Standards measures.
We calculate EBITDA as profit (loss) for the period plus income tax expense, net finance cost and depreciation and amortization. EBITDA is a key metric used by management and our board of directors to assess our financial performance. We calculate Segment EBITDA as segment profit before tax plus net finance cost and depreciation and amortization. We calculate Adjusted EBITDA as profit (loss) for the period plus income tax expense, net finance cost, depreciation and amortization, pre-operating expenses for projects under construction, business development expenses for expansion into new markets, change in fair value of earn-out liabilities and stock-based consideration. We calculate EBITDA Margin as EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Net Income as profit (loss) for the period plus pre-operating expenses for projects under construction, business development expenses for expansion into new markets as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico, change in fair value of earn-out liabilities and investments, stock-based consideration, personnel non-recurring compensation, non-cash and non-recurring financial costs and allocated tax effects. We calculate Adjusted Net Income Margin as Adjusted Net Income divided by total revenue from contracts with customers. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Leverage Ratio as (i)(x) current and non-current loans and borrowings plus (y) current and non-current lease liabilities minus (ii) cash and cash equivalents, divided by (iii) Adjusted EBITDA.
EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Adjusted Leverage Ratio are not measures of operating performance under IFRS Accounting Standards and have limitations as analytical tools. You should not consider such measures either in isolation or as substitutes for analyzing our results as reported under IFRS Accounting Standards. Additionally, our calculations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Adjusted Leverage Ratio may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies.
The following table shows a reconciliation of EBITDA and EBITDA Margin to profit (loss) for the period for each of the periods.
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Profit (Loss) for the period
Depreciation and amortization
EBITDA
EBITDA Margin
The following tables show a reconciliation of segment profit (loss) before tax to Segment EBITDA for each of our segments.
Segment profit (loss) before tax
Net finance cost(b)
Segment EBITDA
Year Ended December 31, 2024
Year Ended December 31, 2023
Does not include the elimination of intra-group balances and transactions.
Represents exchange difference, net, and interest expense, net.
The following table shows a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to profit (loss) for the period for each of the periods presented.
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Income (loss) for the period
Pre-operating expenses(b)
Business development expenses(c)
Change in fair value of earn-out liabilities(d)
Stock-based consideration(e)
Personnel non-recurring compensation(f)
Adjusted EBITDA
Adjusted EBITDA Margin
Pre-operating expenses consist of legal and administrative expenses incurred in connection with projects under construction, such as Clínica Chiclayo, costs relating to the Centro Ambulatorio Trecca PPP and legal and administrative expenses incurred in connection with the acquisition of land banks for future projects.
Business development expenses consist of expenses incurred in connection with projects to expand into new markets, including through greenfield projects and M&A activity, as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico.
Change in fair value of earn-out liabilities related to the acquisition of IMAT Oncomedica.
Stock-based consideration includes share-based payments plans for non-executive members of the Board of Directors and other Auna management including executives and employees.
Personnel non-recurring compensation related to the implementation of an efficiency program across business units aimed at streamlining processes and capturing synergies on the local and regional levels.
The following table shows a reconciliation of Adjusted Net Income and Adjusted Net Income Margin for the period for each of the periods presented.
Profit / (Loss) for the period
Non-cash and non-recurring financial costs(g)
Allocated tax effects(h)
Adjusted Net Income
Adjusted Net Income Margin
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Pre-operating expenses consist of legal and administrative expenses incurred in connection with projects under construction, such as Clínica Chiclayo, costs relating to the Centro Ambulatorio Trecca PPP and legal and administrative expenses incurred in connection with the acquisition of land for future projects.
Non-cash and non-recurring financial costs include (1) one-time non-recurring costs of refinancing activities in 2023, (2) non-cash derivative costs related to mark to market of legacy derivatives related to extinguished financings in 2023, 2024 and 2025, and (3) non-cash effects related to early extinguishment of financings in 2023, 2024 and 2025.
Allocated tax effects neutralize the tax shield that the items considered as adjustment have generated in the taxable profit.
The following table shows a reconciliation of Adjusted Leverage Ratio to current and non-current loans and borrowing.
Current and non-current loans and borrowings
Current and non-current lease liabilities
Cash and cash equivalents
Adjusted Leverage Ratio(a)
Adjusted Leverage Ratio is non-GAAP financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”
B. Liquidity and Capital Resources
Our financial condition and liquidity is, and will continue to be, influenced by a variety of factors, including (i) our ability to generate cash flows from our operations; (ii) the level of outstanding indebtedness and the interest payable on this indebtedness; and (iii) our capital expenditure requirements.
Our primary source of liquidity is our operating cash flow from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Our healthcare plans are prepaid plans for one-year terms pursuant to which plan members typically pay us a fixed amount per month over the course of a year, while a smaller percentage of them make payments on an annual basis. Our dental and vision plans are insurance plans pursuant to which plan members typically pay us a fixed amount per month over the course of a year. During the year ended December 31, 2025, in the Healthcare Services in Peru segment, 51.8% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government, 24.8% are payments made by the Oncosalud segment and 23.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.5% of payments came from third-party insurance and institutional providers, including the amounts transferred by ADRES directly, and 3.5% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In our Healthcare Services in Mexico segment, 90.7% of payments came from third-party insurance and institutional providers, including the Mexican government, and 9.3% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. Our accounts receivable for payments from the third-party insurance and institutional providers previously mentioned are typically collected on an average of 52 days in Mexico, 161 days in Peru and 165 days in Colombia; this average is calculated from the average billed revenue and accounts receivables of third-party insurance and institutional providers of each segment, during the year ended December 31, 2025. The average collection days in each country, including out-of-pocket revenue and accounts receivables are 49 days in Mexico, 114 days in Peru and 165 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2025.
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As of December 31, 2025, our cash and cash equivalents were S/335.4 million, and we had a positive working capital (defined as current assets minus current liabilities) of S/177.5. million. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.”
We believe that our available cash and cash equivalents and cash flows expected to be generated from operations and borrowings available to us under our revolving credit lines will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. Our principal economic activities provide predictable cash flows, as they consist primarily of the sale of prepaid plans that have monthly prepayments agreed for one-year terms or annual payments that are automatically renewed unless canceled by the plan members, and the provision of healthcare services, for which we are reimbursed by third-party healthcare providers under agreements that typically also have one-year terms and automatically renew each year, unless renegotiated. Given the predictability of these cash flows, we can operate with negative working capital.
We continually evaluate additional alternatives to further improve our capital structure by increasing our cash balances and/or reducing or refinancing a portion of our indebtedness. These alternatives may include potential public or private equity or debt financings. If additional funds are obtained by issuing equity securities, our existing stockholders could be diluted. We can give no assurances that we will be able to obtain additional financing on terms acceptable to us, or at all.
Our ability to expand and grow our business in accordance with management’s current plans and to meet our long-term capital requirements will depend on many factors, including those mentioned above. To the extent we pursue one or more significant strategic acquisitions, we may be required to incur additional debt or sell additional equity to finance those acquisitions.
Comparative Cash Flows
The following table sets forth our cash flows for the periods indicated:
Net cash from operating activities
Net cash used in investing activities
Net cash (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Effect of movements in exchange rates on cash held
Cash and cash equivalents at end of period
Net cash from operating activities for the year ended December 31, 2025 was S/662.5 million compared to S/668.5 million for the year ended December 31, 2024, a decrease of S/6.0 million. This decrease was primarily due to a S/6.0 million decrease in net interest received and a S/15.0 million increase in income taxes paid, partially offset by a S/15.0 million increase in cash generated from operating activities, even in the context of S/12.0 million in performance-based bonuses paid to Opción Oncología doctors and the impacts related to the information system migration in Mexico.
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Net cash used in investing activities for the year ended December 31, 2025 was S/(80.3) million, compared to S/(236.8) million for the year ended December 31, 2024. This decrease was primarily due to inflows of S/75.6 million generated from Auna Seguros portfolio rebalancing toward more liquid securities, lower payments to former shareholders related to prior acquisitions, and proceeds of S/6.5 million from the disposal of a property in Mexico, while capital expenditures remained relatively stable compared to 2024.
Net cash used in financing activities for the year ended December 31, 2025, was S/(487.1) million, compared to S/(418.1) million for the year ended December 31, 2024. The increase in cash used was primarily driven by higher payments for the extinguishment of debt of S/64.8 million in 2025 compared to S/16.6 million in 2024, as well as lower net proceeds from borrowings of S/31.4 million in 2025 compared to S/68.3 million in 2024, partially offset by lower interest payments and lower payments related to derivatives premiums during the year. The comparable 2024 period also benefited from net IPO proceeds of S/18 million and related refinancing activities.
Net cash from operating activities for the year ended December 31, 2024 was S/668.5 million compared to S/582.4 million for the year ended December 31, 2023, an increase of S/86.1 million. This increase was primarily due the increase in revenue in all of our segments, which resulted in additional S/76.7 million in cash collected as compared to the year ended December 31, 2023, and an increase in our cash conversion rate (which is calculated by dividing our net cash from operating activities by our total revenue from the same period) from 15.0% to 15.2%, which resulted in an increase of S/9.4 million in cash as compared to the year ended December 31, 2023.
Net cash used in investing activities for the year ended December 31, 2024 was S/(236.8) million, compared to S/(173.2) million for the year ended December 31, 2023. This increase was primarily due to an investment amounting to S/141.8 million we made during the year ended December 31, 2024 with a focus on maintenance, replacements and standardization improvements of our facilities and medical equipment and for software and other intangibles. We also had (i) the non-recurring inorganic impact of a S/47 million payment for the IMAT Oncomedica earnout obligation and (ii) S/30.0 million related to the compensation of the advance payment made for the acquisition of the Monterrey healthcare business.
Net cash used in financing activities for the year ended December 31, 2024, was S/(418.1) million, compared to net cash from financing activities of S/(370.0) million for the year ended December 31, 2023. Net cash used in financing activities for the year ended December 31, 2024 included S/502 million in interest and hedge premium payments, partially offset by net IPO proceeds of S/18 million and related refinancing activities. The comparable 2023 period included S/255 million from proceeds from a repayment of certain indebtedness and financial obligations, S/618 million in interest payments associated with bridge loans and private placement notes, as well as payments for hedge premiums.
We define capital expenditures as the acquisition of intangible assets and property, furniture and equipment.
Our capital expenditures for the year ended December 31, 2025 were S/141.1 million, 22.0% of which was for the acquisition of land, buildings and facilities, 38.8% of which was for medical equipment, furniture and vehicles and 39.2% of which was for intangibles, mainly software.
Our capital expenditures for the year ended December 31, 2024 were S/178.7 million, 37.9% of which was for the acquisition of land, buildings and facilities, 32.8 % of which was for medical equipment, furniture and vehicles and 29.4% of which was for intangibles, mainly software.
Our capital expenditures for the year ended December 31, 2023 were S/199.9 million, 38.4% of which was for the acquisition of land, buildings and facilities, 32.1% of which was for medical equipment, furniture and vehicles and 29.5% of which was for intangibles, mainly software.
For 2026, we have a capital expenditures budget of S/ 192.6 million, which we expect to use primarily for maintenance. We intend to finance these capital expenditures with a combination of cash from operations and additional indebtedness.
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Contractual Obligations and Commitments
The following table presents information relating to our contractual obligations as of December 31, 2025:
Loans and borrowings(1)
Lease liabilities(1)
Operating leases(1)
Excludes interest.
Notes
Senior Notes due 2025
On November 20, 2020, we issued US$300.0 million aggregate principal amount of 6.500% Senior Notes due 2025 (the “2025 Notes”). We used the net proceeds from the issuance of the 2025 Notes to repay US$255.9 million of indebtedness outstanding and for general corporate purposes. On December 23, 2024, we fully redeemed the US$57.8 million in aggregate principal amount outstanding of the 2025 Notes at a redemption price of 101.625% of the principal amount thereof plus interest to, but excluding, the redemption date.
Senior Secured Notes due 2028
On April 11, 2023, we issued US$505.0 million aggregate principal amount of Senior Secured Notes due 2028 (the “2028 Notes”). The 2028 Notes were repaid in full on December 18, 2023 using the net proceeds from the borrowings of term loans under a credit we entered into on November 10, 2023 (the “2028 Term Loans”).
Senior Secured Notes due 2029
On December 18, 2023, we issued US$253.0 million aggregate principal amount of the 10.000% senior secured notes due 2029 (the “2029 Notes”) in exchange for $243.4 million aggregate principal amount of 2025 Notes (the “Exchange”), which were cancelled upon the Exchange. We did not receive any cash proceeds from the issuance of the 2029 Notes.
The 2029 Notes were issued pursuant to the indenture, dated as of December 18, 2023, among Auna S.A., the guarantors party thereto, Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2029 Notes Indenture”). The 2029 Notes bear interest at a rate of 10.000% per year and interest on the 2029 Notes is payable semi-annually in arrears on June 18 and December 18 of each year. The 2029 Notes will mature on December 18, 2029. The 2029 Notes are senior secured obligations and secured on a first-priority basis by security interests in the same collateral securing the Term Loans and the 2032 Notes (as defined below) on a pari passu basis therewith. The 2029 Notes are guaranteed by certain of our subsidiaries. We are entitled to redeem some or all of the 2029 Notes at any time at the redemption prices set forth in the 2029 Notes Indenture. Additionally, in connection with the Tender Offer (as defined below), we received consents from a majority of holders of the 2029 Notes to eliminate substantially all of the covenants as well as certain events of default and related provisions, and as such, the 2029 Notes do not benefit from any restrictive covenants.
On December 23, 2024, we closed a private placement of US$57.8 million aggregate principal amount of additional 2029 Notes (the “First Additional 2029 Notes”). The proceeds from the First Additional 2029 Notes were used to fully redeem the US$57.8 million in aggregate principal amount outstanding of the 2025 Notes, as discussed above. On May 12, 2025, we closed an offering of US$62.1 million aggregate principal amount of additional 2029 Notes (the “Second Additional 2029 Notes”). The proceeds from the Second Additional 2029 Notes were used to prepay certain indebtedness outstanding under the 2028 Term Loans. The First Additional 2029 Notes and the Second Additional 2029 Notes were issued as additional notes under the 2029 Notes Indenture.
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On November 21, 2025 we closed a tender offer and consent solicitation (the “Tender Offer”) pursuant to which we purchased for cash 2029 Notes in an aggregate principal amount of US$274.3 million. As a result, the total aggregate principal amount outstanding of our 2029 Notes is US$98.7 million.
Senior Secured Notes due 2032
On November 6, 2025, we, together with our subsidiary, Oncosalud, as co-issuers, issued US$365 million aggregate principal amount of 8.750% Senior Secured Notes due 2032 (the “2032 Notes”), which included (i) US$328.5 million sold in an offering to investors and (ii) $36.5 million sold in a private placement to International Finance Corporation, or IFC, a member of the World Bank Group. We used the net proceeds from the issuance of the 2032 Notes, together with the net proceeds under the Term Loans, to repurchase the 2029 Notes pursuant to the Tender Offer, prepay all of our obligations under the 2028 Term Loans, and to pay related fees and expenses.
The 2032 Notes were issued pursuant to the indenture, dated as of November 6, 2025, among Auna S.A. and Oncosalud, as co-issuers, the guarantors party thereto, Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2032 Notes Indenture”). The 2032 Notes bear interest at a rate of 8.750% per year and interest on the 2032 Notes is payable semi-annually in arrears on May 6 and November 6 of each year. The 2032 Notes will mature on November 6, 2032. The 2032 Notes are senior secured obligations and secured on a first-priority basis by security interests in the same collateral securing the Term Loans and the 2029 Notes on a pari passu basis therewith. The 2032 Notes are guaranteed by certain of our subsidiaries. We are entitled to redeem some or all of the 2032 Notes at any time at the redemption prices set forth in the 2032 Notes Indenture.
The 2032 Notes Indenture contains a covenant that limits our ability and the ability of our Restricted Subsidiaries (as such term is defined in the 2032 Notes Indenture) to incur debt unless (x) our Net Leverage Ratio (as such term is defined in the 2032 Notes Indenture) is less than (i) 4.00:1.00 during the first year after the issue date of the 2032 Notes and (ii) 3.60:1.00 thereafter and (y) our Interest Coverage Ratio (as such term is defined in the 2032 Notes Indenture) is at least (i) 1.75:1.00 on or before September 30, 2026 and (ii) 2.00:1.00 thereafter, in each case calculated on a pro forma basis giving effect to the applicable incurrence of debt subject to certain customary exceptions, such as, among others, indebtedness of an entity existing at the time such entity became a Restricted Subsidiary or we acquired such entity, indebtedness under hedging obligations, indebtedness incurred to finance certain joint ventures in an amount not to exceed the greater of US$50.0 million or 3% of our Total Assets (as such term is defined in the 2032 Notes Indenture), indebtedness incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment not to exceed the greater of US$90.0 million or 5% of our Total Assets, indebtedness incurred to finance certain projects in Peru not to exceed US$150.0 million and indebtedness incurred to finance certain permitted acquisitions. As of December 31, 2025, our Leverage Ratio was 3.62:1.00 and our Interest Coverage Ratio was 1.81:1.00. The 2032 Notes Indenture also contains covenants that, among other things, limit our ability and the ability of our Restricted Subsidiaries to:
make certain payments and investments including any investment other than investments in a Restricted Subsidiary or an entity engaged in a similar business as our business and that becomes a Restricted Subsidiary, hedging obligations, joint ventures not to exceed the greater of US$50.0 million or 3% of our Total Assets, certain acquisitions not to exceed US$100 million and other investments in the ordinary course of our business, subject to certain customary exceptions, such as, among others, payments not to exceed the greater of US$100.0 million or 10% of our Total Assets in the aggregate;
incur certain liens, subject to certain customary exceptions, such as, among others, liens securing hedging obligations in the ordinary course of business, liens securing capitalized lease obligations, liens on property at the time we acquired the property, liens on certain projects in Peru, liens on certain permitted acquisitions and liens securing indebtedness at any one time not to exceed the greater of US$100.0 million or 10% of our Total Assets;
transfer or sell assets, subject to certain customary exceptions, such as, among others, dispositions under which we receive consideration equal to the fair market value of the applicable assets, at least 75% of such consideration is received in cash or cash equivalents or certain assets and to the extent that the applicable assets do not constitute collateral, we use proceeds thereof to repay certain debt, invest in certain assets or a combination thereof;
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merge or consolidate, subject to certain customary exceptions, such as, among others, the surviving entity assumes all of the obligations under the 2032 Notes and after giving pro forma effect to such transaction and any related financing transactions, our Leverage Ratio would not be higher and the Interest Coverage Ratio would be the same or higher, in each case, than the corresponding ratio immediately prior to such transaction;
enter into transactions with our affiliates unless the terms of such transaction are no less favorable that could reasonably be expected to have been obtained on an arms’-length basis with a third party, in the case of transactions in excess of US$10.0 million, the terms of such transaction have been approved by our board, and, in the case of transactions in excess of US$25.0 million, we obtain a fairness opinion from an independent financial advisor, subject to certain customary exceptions, such as, among others, certain transactions related to compensation plans and transactions under agreements in effect as of the date of the 2032 Notes Indenture; and
cause or permit a restriction on our subsidiaries’ ability to pay dividends or make any other distributions on their capital stock to us, subject to certain customary exceptions, such as, among others, contractual encumbrances and restrictions existing as of the date of the 2032 Notes Indenture.
In addition, upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding 2032 Notes under the 2032 Notes Indenture.
The 2032 Notes Indenture also contains customary events of default, including (i) failure to pay principal or interest on the 2032 Notes when due and payable, (ii) failure to comply with certain covenants or agreements in the 2032 Notes Indenture if not cured or waived as provided therein, as applicable, (iii) failure to pay our indebtedness or indebtedness of any Restricted Subsidiary in excess of US$35.0 million, (iv) certain events of bankruptcy, insolvency or reorganization, (v) failure to pay any judgment or decree for an amount in excess of US$35.0 million, (vi) cessation of any guarantee of any guarantor that is a Significant Subsidiary (as such term is defined in the 2032 Notes Indenture) or group of guarantors that, taken together, would constitute a Significant Subsidiary, to be in full force and effect and (vii) certain events related to perfection of the liens on the collateral. In the case of an event of default, the principal amount of the 2032 Notes plus accrued and unpaid interest would be accelerated.
Credit Facilities
Chiclayo Hospital Financing Agreement
On February 3, 2020, Oncosalud entered into a financing agreement (the “Chiclayo Hospital Financing Agreement”) with Scotiabank for S/70.0 million. The proceeds of the financing were used to build a new hospital in Chiclayo.
The Chiclayo Hospital Financing Agreement contains a financial covenant requiring us to maintain a consolidated debt service ratio equal to or higher than 1.2. As of December 31, 2025, Oncosalud was in compliance with the consolidated debt service ratio under the Chiclayo Financing Agreement. In addition, the related assignment agreement requires Oncosalud and GSP Trujillo S.A.C. to maintain a minimum debt service ratio, defined as the ratio of assigned rights to long-term debt plus financial expenses, of 1.0x during 2021 and 2022 and 1.2x during 2023 to 2027.
The Chiclayo Hospital Financing Agreement contains consent requirements for certain transactions, including a merger, consolidation or internal reorganization, as well as certain restrictions, such as restrictions from transferring or encumbering assets located in Auna Chiclayo. An equity offering does not require consent under the Chiclayo Hospital Financing Agreement.
The Chiclayo Hospital Financing Agreement is secured by a mortgage over Oncosalud’s real estate property located in Chiclayo.
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2030 Credit and Guaranty Agreement
On October 28, 2025, we entered into a credit and guaranty agreement (the “Credit Agreement”) with a syndicate of commercial banks and International Finance Corporation (“IFC”) and a parallel loan agreement with IFC (the “IFC Loan”), each as amended and restated on October 31, 2025, under which we borrowed, on November 6, 2025, term loans in an aggregate principal amount in Mexican pesos equivalent to US$400.0 million (the “Original Term Loans”). On December 17, 2025 we entered into an incremental joinder agreement under which we borrowed, on December 19, 2025 term loans in an aggregate principal amount in Peruvian soles equivalent to US$60.0 million (the “Incremental Term Loans”, together with the Original Term Loans, the “Term Loans”). We applied the net proceeds from the Term Loans, together with the proceeds from the 2032 Notes, to repurchase the 2029 Notes pursuant to the Tender Offer, prepay all of our obligations under the 2028 Term Loans, repay other short term debt and to pay related fees and expenses.
The Term Loans mature in October 2030 and are payable in quarterly installments that amortize 12% of the aggregate principal amount in 2027, 16% in 2028, 24% in 2029 and 48% in 2030.
Interest on the Mexican peso-denominated Term Loans is calculated based on TIIEF as published by the Mexican Central Bank plus an applicable margin. In each case, the applicable margin is determined as specified in the Term Loans. The Term Loans are secured by certain of our assets, including shares of certain of our material subsidiaries as well as certain of our real estate assets in Mexico, Peru and Colombia, and guaranteed by certain of our subsidiaries.
The Term Loans contain financial covenants requiring us to maintain (for the period of four fiscal quarters ending on the applicable calculation date) (A) a Consolidated Leverage Ratio (as such term is defined in the Credit Agreement) of not greater than (i) 3.90:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 3.50:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027, (iii) 3.00:1.00 for the fiscal quarter ending December 31, 2027 and as of the end of each fiscal quarter thereafter and (B) a Consolidated Interest Coverage Ratio (as such term is defined in the Credit Agreement) of not less than (i) 1.75:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 2.00:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (iii) 2.25:1.00 for the fiscal quarter ending December 31, 2027 and as of the end of each fiscal quarter thereafter. As of December 31, 2025, our Consolidated Leverage Ratio was 3.64:1.00 and our Consolidated Interest Coverage Ratio was 2.07:1.00.
The Term Loans contain a covenant that limits our ability and the ability of the other Loan Parties (as such term is defined in the Credit Agreement) to incur debt, subject to certain customary exceptions, such as, among others, indebtedness not to exceed the greater of US$70.0 million in the aggregate or 3% of our Total Assets, indebtedness in respect of capital lease obligations and purchase money obligations not to exceed US$120.0 million and indebtedness under hedging obligations. The Term Loans also contain covenants that, among other things, limit our ability and the ability of the other Loan Parties to:
make certain investments, subject to customary exceptions, such as, among others, investments in a Loan Party or an entity engaged in a similar business as our business and that becomes a Loan Party, hedging obligations, extensions of short-term credit to suppliers in the ordinary course of business, and other investments in similar business not to exceed the greater of US$80.0 million in the aggregate or 4% of Total Assets in any fiscal year;
incur certain liens, subject to certain customary exceptions, such as, among others, existing liens, liens securing hedging obligations in the ordinary course of business, liens on property at the time we acquired the property and liens securing indebtedness at any one time not to exceed the greater of US$50 million and 3% of our Total Assets provided that at the time of creation of such liens our Consolidated Leverage Ratio is less than 3.60:1:00 as of the two consecutive fiscal quarters most recently ended prior to such creation and provided further that there is no default or event of default that has occurred and is continuing;
transfer, sell or otherwise dispose of assets, subject to certain customary exceptions, such as, among others, dispositions of obsolete or worn-out property, dispositions of certain collateral not to exceed US$10.0 million in the aggregate, and dispositions the aggregate book value of which does not exceed US$10.0 million in any fiscal year;
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merge or consolidate with any other person, subject to certain customary exceptions, such as, among others, mergers with another Loan Party;
enter into transactions with our affiliates, subject to certain customary exceptions, such as, among others, transactions on fair and reasonable terms consistent with those obtainable in comparable arms’-length transactions with a third party; and
make certain restricted payments, subject to certain customary exceptions, such as, among others, dividend payments by any of our subsidiaries to us and any other dividend payment or distribution, subject to graduated limitations based on our Consolidated Leverage Ratio, including a complete prohibition if our Consolidated Leverage Ratio is greater than 3.60:1.00 and unlimited capacity when such ratio is less than or equal to 2.50:1.00, calculated on the basis of the most recently ended fiscal quarter.
In addition, the IFC Loan contains certain covenants, for the benefit of IFC, including in relation to environmental and social requirements, annual monitoring, development impact indicators and climate-related governance. The Term Loans also include customary events of default, including: (i) failure to pay principal or interest when due and payable, (ii) failure to comply with certain covenants or agreements if not cured or waived as provided therein, as applicable, (iii) the breach of any representations and warranties made by the Loan Parties, (iv) failure to pay other indebtedness in excess of US$35 million, (v) certain events of bankruptcy, insolvency or reorganization relating to the Loan Parties and any of their subsidiaries, (vi) the inability to pay debts as they become due, (vii) judgments against any Loan Party (or any subsidiary thereof) in excess of US$35.0 million, (viii) the invalidity of certain documents related to the Term Loans, (ix) certain government condemnations, seizures, nationalizations or moratoriums on the payment of principal and interest, (x) certain events related to perfection of the liens on the collateral, (xi) the imposition of certain exchange controls and (xii) a change of control; subject, in each case, to customary grace and/or cure periods.
Credit Lines
We have access to revolving credit facilities with several recognized financial institutions for an aggregate amount of up to S/549 million, which we use to meet our short-term working capital requirements. These facilities bear interest at fixed rates that vary by currency, ranging from 4.90% to 5.40% in soles, from 9.25% to 10.31% in Mexican pesos, and from 11.53% to 15.91% in Colombian pesos. As of December 31, 2025, we had drawn S/239 million under these facilities, with S/310 million remaining available.
Our revolving credit facilities were subject to customary covenants, including financial reporting obligations, limitations on the incurrence of additional indebtedness, and consent requirements for certain transactions such as mergers, consolidations, or internal reorganizations. As of December 31, 2025, we were in compliance with all such covenants.
The lenders were entitled to terminate these facilities upon the occurrence of certain events, including, among others, non-payment of financial obligations, the incurrence of debt ranking senior to the obligations under these facilities, failure to maintain corporate existence, material changes to our corporate purpose, or a direct or indirect change of control.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements.
C. Research and Development, Patents and Licenses, etc.
We have consolidated the largest clinical trials hub in Latin America, an unprecedented innovation ecosystem that currently operates 136 ongoing trials and is transforming the lives of more than 3,000 patients across the region. Our network, comprised of nine research centers of excellence certified in Good Clinical Practice and authorized by the health agencies of Colombia, Mexico, and Peru, allows us to address the most relevant pathologies for regional health. As evidenced by our portfolio, we are leaders in critical areas such as oncology, where studies in breast (39), lung (13), and bladder (12) cancers reflect our commitment to the most prevalent diseases, as well as in cardiology, hematology, and other specialties that comprise more than 71% of our research activity.
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Auna Ideas is complemented by the premier research capabilities of our Auna Colombia network oncology-focused hospitals: IDC physicians are regular contributors to some of the medical profession’s top journals, such as The Lancet and the Journal of Clinical Oncology, while Oncomédica has been the recipient of multiple research awards in the recent past distinguishing it as one of the top cancer care institutions in Colombia.
D. Trend Information
Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Colombia in September 2020, the acquisitions of OncoGenomics and Posac in Peru in October 2021, the acquisition of IMAT Oncomédica in Colombia in April 2022, the acquisition of Grupo OCA in Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition. In addition, in August 2021, we launched operations at Clínica Chiclayo and in January 2022, we expanded capacity at Clínica Vallesur. In all of our networks, we expect to benefit from these expanded and new facilities as our greater capacity will allow us to treat additional patients and generate additional revenue. However, these expansions have, in certain cases, resulted in temporary increases in costs, including integration costs to bring acquired operations up to our standards and costs related to the ramp-up of expanded facilities. We expect any future expansions to result in similar temporary increases in costs.
Our Oncosalud membership base increased 4.4% for the year ended December 31, 2025 primarily as a result of the growth in our general healthcare plans and continued commercial initiatives across our Oncosalud platform. In our Healthcare Services in Peru segment, the utilization of beds during the year ended December 31, 2025 increased by 2.6pp compared to the year ended December 31, 2024, as a result of higher demand for healthcare services and increased service volumes across our network. In our Healthcare Services in Colombia segment, the utilization of beds during the year ended December 31, 2025 decreased by 3.0pp compared to the year ended December 31, 2024, as a result of our proactive management of contracted services with government-intervened payors as part of our strategy to prioritize cash generation and improve the quality of our payor mix. In our Healthcare Services in Mexico segment, the utilization of beds during the year ended December 31, 2025 decreased by 3.8pp compared to the year ended December 31, 2024, as a result of the slower recovery in surgery and emergency volumes and the continued transition of legacy physician and supplier relationships, partially offset by the expansion of oncology services.
In our Auna Peru network, we aim to continue to grow organically by expanding our network’s installed capacity. We are also evaluating additional opportunities to expand our Auna Peru network beyond these current projects. In addition, we expect to continue to expand the healthcare plans offered under our Oncosalud Peru segment. In Colombia, we plan to focus on expanding the range of services offered in our existing facilities. In Mexico, we focused on expanding the range of services offered in our existing facilities and the insurance plans offered. Throughout 2025, we invested in the expansion of our existing facilities and the development of new plan products. For instance, on March 7, 2025, we announced the signing of an exclusive five-year agreement with Opción Oncología, a leading ambulatory clinic specialized in oncology in Monterrey. This strategic partnership reinforces Auna’s commitment to becoming a leading oncology provider in Mexico. Looking ahead to 2026, we expect continued growth in our markets, supported by sustained commercial momentum and strong operating execution, while focusing on increasing efficiencies across our network, maintaining disciplined cost management and expanding access to high-quality healthcare. Our pharmaceutical costs represented 45.1%, 38.9% and 45.9% of our cost of services in Mexico, Peru and Colombia, respectively for the year ended December 31, 2025. We plan to implement strategies to further create synergies in our pharmaceutical costs.
For more information, see “Item 3. Key Information—D. Risk Factors.”
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E. Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with IFRS Accounting Standards. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and significant assumptions. We base these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. To the extent there are material differences between our estimates and the actual results, our future results of operations may be affected. We consider the accounting policies that govern revenue recognition, insurance contracts and income taxes to be the most critical in relation to our consolidated financial statements. These policies require the most complex and subjective estimates of management.
Business Combinations
We account for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on bargain purchase is recognized in profit or loss immediately. Transactions costs are expensed as incurred.
Subsidiaries are entities that we control. We control an entity when we are exposed to, or have rights to, variable returns from our involvement with the entity and have the ability to affect those returns through our power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. We eliminate all transactions between subsidiaries upon consolidation in the consolidated financial statements.
For each business combination, we elect whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets as of the date of acquisition. Changes in our interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Goodwill
Goodwill arises from the acquisition of subsidiaries and represents the excess between the cost of an acquisition and the fair value of our interest in the net identifiable assets at the date of the acquisition. Goodwill arising from a business combination is allocated to each cash-generating unit (“CGU”) or group of CGUs that are expected to benefit from the synergies of the combination. Each CGU or group of CGUs to which goodwill is allocated represents the lowest level of cash-flow generating assets within the entity at which goodwill is monitored by management. Goodwill is tested for impairment at least annually and recorded at cost less accumulated impairment losses. The carrying amount of goodwill is compared to the recoverable amount, which is the greater of value in use and fair value less costs to sell. Any impairment is recognized immediately as an expense and cannot be reversed.
Revenue Recognition
We generate revenue primarily from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Revenue we generate from the sale of healthcare services is recognized as such healthcare services are provided to our patients. Similarly, the revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and, in cases when our patients are hospitalized, when medicines are administered to them.
Our revenue recognition standard for revenue related to the insurance revenue on healthcare plans is recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period is recognized in the accompanying balance sheet as liability for remaining coverage.
Liability for Incurred Claims from Insurance Contracts
We recognize the liability for incurred claims of a group of contracts at the amount of the fulfillment of cash flows relating to incurred claims. Since the future cash flows are expected to be paid in one year or less from the dates the claims are incurred, we do not discount the cash flows.
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Income Taxes
Current income taxes are provided on the basis of our financial report and the financial reports of each of our subsidiaries, including adjustments in accordance with the regulations of the relevant tax jurisdiction. As such, we must make critical judgments in interpreting tax legislation in the jurisdictions in which we operate in order to determine our income tax expenses.
Deferred income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Deferred tax assets are recognized for unused tax losses, unused 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.
Recent Accounting Pronouncements
The International Accounting Standards Board, or other regulatory bodies, periodically introduce modifications to the financial accounting and reporting standards under which we prepare our consolidated financial statements. Recently, a number of new accounting standards and amendments and interpretations to existing standards have been issued and were effective as of January 1, 2023, including the new standard IFRS 17—Insurance contracts and the amendments to IAS 1—Disclosure of Accounting Policies, IAS 8— Definition of Accounting Estimates, IAS 12—Deferred Tax related to Assets and Liabilities arising from a Single Transaction and IAS 12—International Tax Reform – Pillar Two Model Rules. The amendments to IAS 1—Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current, IFRS 16—Lease Liability in a Sale and Leaseback and IAS 7 and IFRS 7—Supplier Finance Arrangements became effective on January 1, 2024.
In addition, the amendments to IAS 21—Lack of Exchangeability became effective on January 1, 2025, the amendments to IFRS 9 and IFRS 7—Classification and Measurement of Financial Instruments will become effective on January 1, 2026, and the new standards IFRS 18— Presentation and Disclosure in Financial Statements, IFRS 19— Subsidiaries without Public Accountability: Disclosures will become effective on January 1, 2027. Other than as described below, we do not expect these amendments to have a material impact on our consolidated financial statements.
Presentation and Disclosure in Financial Statements (IFRS 18)
In April 2024, the International Accounting Standards Board issued IFRS 18, which provides a more structured income statement and introduces a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be classified into five new distinct categories based on a company’s main business activities.
The key principles of IFRS 18 are that:
Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.
Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
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This section sets forth information regarding our directors, officers and other managers. Unless otherwise stated, the business address of our directors, officers and other managers is 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.
A. Directors and Senior Management.
Board of Directors
Our business and affairs are managed by our board of directors in accordance with our articles of association and the 1915 Act.
Our board of directors consists of nine members divided into three classes of directors: (i) the class A directors, (ii) the class B directors and (iii) the class C directors. Directors are elected and removed in accordance with the provisions of our articles of association. Our class A directors were appointed for three-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, our class B directors were appointed for four-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and our class C directors were appointed for five-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following their initial terms, all of our directors will subsequently be eligible to be up for reelection for three-year terms thereafter.
The following table presents the current members of our board of directors.
Name
Position
Class
Jesús Zamora
Leonardo Bacherer
Jorge Basadre
Teresa Gutierrez
Robert W. Oberrender
Guadalupe Phillips
Luis Felipe Pinillos
Andrew Soussloff
John Wilton
The following is a brief summary of the business experience of each of our directors. The current business address for our directors is 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.
Jesús Zamora (Suso Zamora) is a founder of Auna and has been a member of our board of directors since 2008 and Executive Chairman since 2022. Mr. Zamora is Co-Founder, Chief Executive Officer and Chairman of the board of directors of Enfoca, one of Latin America’s foremost investment firms founded in 2000. He has more than 32 years of investment experience. Prior to founding Enfoca, he held various senior executive positions in banking and asset management, including Banco de Crédito del Perú from 1994 to 1999, BEA Associates from 1992 to 1993, and Salomon Brothers Inc. from 1988 to 1992. Mr. Zamora holds an MBA from Columbia Business School and a bachelor’s degree in Industrial Engineering from Universidad Nacional Autónoma de México.
Leonardo Bacherer has been a member of our board of directors since 2018. Mr. Bacherer serves as Managing Partner at Enfoca since 2023 and previously served in different executive roles since joining the firm in 2015. Prior to joining Enfoca, he served as CEO of Maestro (formerly an Enfoca portfolio company) from 2010 to 2014, deputy CEO during 2009 and CFO from 2007 to 2008. He has more than 20 years of experience in the healthcare, education, retail and banking industries. Mr. Bacherer holds an MBA from the Rotterdam School of Management, a certification in advanced management from The Wharton School of the University of Pennsylvania and a bachelor’s degree in Industrial Engineering from the Military School of Engineering in Bolivia.
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Jorge Basadre has been a member of our board of directors since 2008. Mr. Basadre is a Co-Founder and Partner of Enfoca, where he is responsible for the investment and management of Enfoca’s funds. He has more than 25 years of investment experience. Prior to founding Enfoca in 2000, he worked in management consulting at Booz & Co. from 1996 to 2000, and in banking at Banco de Crédito del Perú from 1991 to 1993. Mr. Basadre holds an MBA from Harvard Business School and a bachelor’s degree in Business Administration from Universidad del Pacífico in Lima.
Teresa Gutierrez has been a member of our board of directors since 2025. Ms. Gutierrez is responsible for Tesla in Mexico. Prior to that, she held positions at Rappi, Mattel, Nestle, McKinsey, and Procter and Gamble. She serves on the boards of several public and private companies, including Traxion, DIRI, Vetalia, and Timser and is recognized for her commitment to gender equity and workplace inclusivity. She holds a Bachelor’s degree in Chemical Engineering from Universidad Iberoamericana and a Master’s in Business Administration from IPADE Business School.
Robert W. Oberrender has been a member of our board of directors since 2020. Mr. Oberrender has been an independent investor and advisor since September 2018. From 2002 until his retirement in 2018, he served at UnitedHealth Group, Incorporated for 16 years, most recently as its Chief Investment Officer and Treasurer and the Chief Executive Officer of its Optum Bank unit from 2016-2017. Prior to that, he was Chief Administrative and Financial Officer at Canadian Imperial Bank of Commerce’s Amicus Financial unit, Vice President and Global Treasurer at Sara Lee Corporation and Chief Financial Officer at Metris Companies Inc. He began his career at J.P. Morgan in the Corporate Finance and Banking Group at the legacy Chemical Bank organization. Mr. Oberrender holds an MBA from the University of Chicago’s Booth School of Business and a bachelor’s degree in Economics from Hamilton College.
Guadalupe Phillips has been a member of our board of directors since 2025. Ms. Phillips serves as Chief Executive Officer of Empresas ICA, a leading construction and infrastructure company in Mexico. Prior to joining ICA, she served as Vice-President of Finance and Risk of Grupo Televisa and its subsidiaries. She holds board positions at ICA, Grupo Televisa, Openbank, Volaris, and Grupo Axo. She holds a law degree from the Instituto Tecnológico Autónomo de México (ITAM) and earned both her master’s and Ph.D. degrees from The Fletcher School of Law and Diplomacy at Tufts University.
Luis Felipe Pinillos was a founder of Auna and assumed the role of Vice Chairman of our board of directors in 2022 and has been a member of our board of directors since 2009. Mr. Pinillos served in various senior roles at the Company since 2002, including as chief executive officer from 2009 to 2015 and from 2019 to 2022 and as executive director from 2015 to 2020. Mr. Pinillos has been a member of the board of directors of Oncosalud since 2008 and Textil del Valle, a garment manufacturing company, since 2011. He holds a degree in Business Administration from Universidad de Lima and completed management and corporate governance executive courses at the Kellogg School of Management at Northwestern University and insurance courses at the MAPFRE Foundation in Spain.
Andrew Soussloff has been a member of our board of directors since 2020. Mr. Soussloff was formerly a member of the board of directors of Enfoca Investments Ltd. Prior to joining Enfoca, he practiced law as a partner of the international law firm Sullivan & Cromwell LLP for more than 30 years, where he focused on capital markets, mergers and acquisitions, financial regulation and corporate governance, and advised businesses and governments in the United States, Latin America, Europe, Canada and Asia. Mr. Soussloff holds a J.D. from the University of Pennsylvania Law School, and a bachelor’s degree in History and a master’s degree in History from the University of Pennsylvania.
John Wilton has been a member of our board of directors since 2020. He is also currently a Senior Advisor to BCG and the Government of Japan. He began his career at the World Bank becoming the Vice president of Strategy, Finance and Risk, before leaving to join Farallon Capital in San Francisco (a multi-strategy hedge fund) as Managing Director and Head of International Research. During this period he became a member of the Board of Enfoca and worked for Hellman and Friedman as a Senior Advisor. He then became the Vice Chancellor of Administration and Finance at the University of California, Berkeley from 2011 to 2016 and managing director and head of international research at Farallon Capital Management from 2006 to 2011. He was also a senior advisor to Hellman and Friedman from 2008 to 2011. Before his role at Farallon Capital Management, he served in several positions at The World Bank, in Washington D.C., from 1983 to 2006, including as CFO and Vice President for Strategy, Finance and Risk from 2002 to 2006. Mr. Wilton was formerly a member of the board of directors of Enfoca Investments Ltd. and has been a member of the board of directors of Leblon Equities, in Brazil, since 2010. Mr. Wilton holds a bachelor’s degree in Economics from the University of Cambridge and a master’s degree in Economics and Statistics from the University of Sussex.
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Executive Officers
Our executive officers are responsible for the management and representation of our company. Suso Zamora leads an experienced management team designed to focus on line accountability and the development of regional capabilities. Many of the members of our management team have worked together as a team for many years. Our executive officers were appointed by our board of directors for an indefinite term.
The following table lists our current executive officers:
Gisele Remy
Rayet Harb
Lorenzo Massart
The following is a brief summary of the business experience of our executive officers.
Jesús Zamora (Suso Zamora). See “—Board of Directors.”
Gisele Remy joined us as Chief Financial Officer and Executive Vice President in 2023. Prior to this, Ms. Remy worked at Alicorp, a leading consumer goods company in Latin America from 2019 to 2023 as Managing Director of Finance and Productivity, having been responsible for financial planning, efficiency, costs, treasury and investor relations. Prior to this Ms. Remy worked at Belcorp, a leading direct sales beauty company in Latin America, for 10 years, where she led corporate strategy, treasury and financial planning. Ms. Remy started her career in investment banking in HSBC in London and UBS in New York. She has a bachelor of science in business administration with a concentration in finance from the Wharton School of the University of Pennsylvania and has completed executive education programs at Stanford Business School and Harvard Business School.
Rayet Harb joined us in May 2024 as Executive Vice President of Operations, bringing extensive leadership experience in the healthcare industry. Prior to this, she served as CEO of Steward Health Care Colombia and COO of Patria Health Care Colombia, managing the largest healthcare delivery service network in the country. Ms. Harb Gasi also held several executive roles at Keralty Group, including Vice President of Operations, Vice President of Public and Private Insurance Plans, and, President of Keralty Mexico and Sanitas USA. Through these positions, she acquired expertise in healthcare operations, both in the health insurance and healthcare delivery segments, including with respect to corporate integration, organizational development, procurement management, financial and operational performance, quality and patient experience, infrastructure and clinical management. She holds a Bachelor’s degree in Systems Engineering from Universidad del Norte in Colombia, a Specialization in Technology Management in Organizations, from Escuela de Administración de Negocios in Colombia, Management Development studies from INALDE Business School in Colombia, and Master in Digital Transformation in Health from ESDEN Business School in Spain.
Lorenzo (Laurent) Massart joined us as Executive Vice President, Strategy and Equity Capital Markets in 2024. He brings more than 25 years of experience in strategic consulting and investment banking in the United States and Latin America. He also spent more than two decades in leadership roles in investment banking, including at Citigroup, Bank of America, Morgan Stanley, and SBC Warburg. Prior to that, Mr. Massart worked 4 years at McKinsey & Co providing management consulting to multinationals. He started his career with Arthur Andersen. Mr. Massart holds an MBA from The Wharton School of the University of Pennsylvania, and a bachelor´s degree of Science and Master of Science in Business and Economics from the Hautes Etudes Commerciales (HEC) from the University of Lausanne.
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Family Relationships
There are no family relationships among any of our executive officers or directors.
Shareholders Agreement
On September 8, 2020, Enfoca, our controlling shareholder, and Luis Felipe Pinillos entered into a shareholders agreement (the “Shareholders Agreement”). See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders Agreement.”
B. Compensation of Directors and Executive Officers
Compensation of Directors and Officers
Director compensation must be ratified by a majority of shareholders at our annual shareholders’ meeting. For the year ended December 31, 2025, the aggregate compensation accrued or paid to the members of our board of directors and our executive officers for services in all capacities was S/ 27.2 million in the aggregate.
During 2025, our performance-based compensation programs included cash bonuses based on the individual performance of our executive officers as approved by our board of directors.
Equity Incentive Plan
We have adopted an equity incentive plan (the “Equity Incentive Plan”) for the purpose of motivating and rewarding our President, key senior management, employees, directors, consultants and advisors to perform at the highest level and to further our best interests and the best interests of our shareholders. The Equity Incentive Plan governs the issuance of equity incentive awards or share equivalents. Our Equity Incentive Plan provides that a total of 10% of our outstanding share capital is reserved for issuance in any combination of class A shares and/or class B shares to be determined by the Compensation and Talent Committee. Awards under our Equity Incentive Plan are subject to vesting and attainment of certain performance metrics, and in an amount, to be determined by the Compensation and Talent Committee.
Equity incentive awards may be granted to our employees, directors, consultants or advisors, as well as to holders of equity compensation awards granted by a company that is acquired by us in the future. Awards under the Equity Incentive Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards, including awards that are settled in cash.
The vesting conditions for grants under the Equity Incentive Plan are determined by the Compensation and Talent Committee and are set forth in the applicable award documentation. For options and share appreciation rights, the Compensation and Talent Committee determines the exercise price, the term (which may not exceed 10 years from the date of grant) and the time or times at which the option or a share appreciation right may be exercised in whole or in part. Performance awards are subject to performance conditions as specified by the Compensation and Talent Committee and are settled in cash, shares or any combination thereof, as determined by the Compensation and Talent Committee in its discretion, following the end of the relevant performance period.
The Equity Incentive Plan is administered by the Compensation and Talent Committee or such other committee as may be designated by the board of directors in the future.
Indemnification of Directors and Officers
Our articles of association provide that we will indemnify our directors and executive officers. We intend to establish directors’ and officers’ liability insurance that insures such persons against any liability or loss incurred by them arising out of their position at the company. We intend to enter into customary indemnification agreements with our directors and executive officers. See “Related Party Transactions—Indemnification Agreements.”
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C. Committees of the Board of Directors
Audit and Risk Committee
The audit and risk committee, which consists of Robert W. Oberrender, Andrew Soussloff and John Wilton, assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit and risk committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The board of directors has determined that Robert W. Oberrender qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.
Our board of directors has determined that Robert W. Oberrender, Andrew Soussloff and John Wilton satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.
Compensation and Talent Committee
The compensation and talent committee, which consists of John Wilton, Guadalupe Phillips, Robert W. Oberrender and Teresa Gutierrez, assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. The committee reviews the total compensation package for our executive officers and directors, recommends to the board of directors for determination of the compensation of each of our directors and executive officers, and periodically reviews and approves any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and benefits plans.
Executive Committee
The executive committee, which consists of Suso Zamora, Luis Felipe Pinillos, Leonardo Bacherer and Jorge Basadre, has been delegated by the board of directors the authority to exercise certain functions of the board of directors. The executive committee is also in charge of all general administrative affairs of the Company, subject to any limitations prescribed by the board of directors, the articles of association of the Company or the 1915 Act.
Governance Committee
The governance committee, which consists of Andrew Soussloff, Robert W. Oberrender, Jorge Basadre and Luis Felipe Pinillos, assists the board of directors in reviewing and evaluating the size, composition, function and duties of the board. The governance committee also assists in the selection of candidates, make recommendations as to determinations of director independence and oversees the review of certain policies.
Information Technology Committee
The Information Technology committee, which consists of Leonardo Bacherer, Teresa Gutierrez and John Wilton, assists the board of directors in overseeing the Company’s technology, data and cyber security strategies and their implementation. The Information Technology committee reviews and makes recommendations on major technology investments and projects, oversees the management of technology and cyber security risks, monitors current and emerging technology trends and oversees the Company’s data governance arrangements and IT innovation initiatives.
D. Employees.
As of December 31, 2025, we had 15,254 employees in Peru, Colombia and Mexico, including 9,280 medical personnel, which includes physicians, nurses and technicians. Approximately 3% of our employees were part-time employees, the majority of which are physicians that are hired on a fee-for-service basis. We are subject to various laws that regulate wages, hours, benefits and other terms and conditions relating to employment. As of December 31, 2025, 1,318 and 437 of our employees were members of labor unions in Mexico and Colombia, respectively, and none of our employees were members of labor unions in Peru.
The following table contains a breakdown of the average number of our employees, by region, as of the dates indicated:
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Region
E. Share Ownership.
See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information about the share ownership of directors and officers.
See “Item 6. Directors, Senior Management and Executive Officers—B. Compensation of Directors and Executive Officers” for information about our equity incentive plans.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
A. Major Shareholders.
The number of our class A shares and class B shares beneficially owned by each entity, person, director or officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any class A and class B shares over which the individual has sole or shared voting power or investment power as well as any class A and class B shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, we believe that each shareholder identified in the table below possesses sole voting and investment power over all the class A and class B shares shown as beneficially owned by such shareholder in the table. Percentages in the table below are based on 30,095,388 outstanding class A shares and 43,917,577 outstanding class B shares as of December 31, 2025.
According to our transfer agent, as of April 9, 2026, we had 30,138,747 class A shares held by 3 registered U.S. shareholders. Since some of the shares are held by nominees, the number of shareholders may not be representative of the number of beneficial owners.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Auna S.A., 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.
Shareholder
5% Shareholders
Entities affiliated with Enfoca(2)
AFP Integra S.A.(3)
Juan Rafael Serván Rocha
Teacher Retirement System of Texas(4)
RWC Asset Management LLP(5)
Executive Officers and Directors
Jesús Zamora (6)
Luis Felipe Pinillos (7)
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Less than 1% ownership.
Percentage of total voting power represents voting power with respect to all of our class A shares and class B shares, as a single class. Holders of our class B shares are entitled to 10 votes per share, whereas holders of our class A shares are entitled to one vote per share. For more information about the voting rights of our class A shares and class B shares, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.”
Includes (i) 25,585,539 class B shares held of record by Enfoca Discovery 2, L.P. (“Enfoca Discovery 2”), (ii) 3,198,192 class B shares held of record by Enfoca Descubridor 1, Fondo de Inversión (“Enfoca Descubridor 1”), (iii) 3,198,192 class B shares held of record by Enfoca Descubridor 2, Fondo de Inversión (“Enfoca Descubridor 2”), (iv) 46,820 class B ordinary shares held of record by Enfoca Asset Management Ltd. (“Enfoca Asset Management”) and (v) 273 class B ordinary shares held of record by Enfoca Sociedad Administradora de Fondos de Inversión S.A. (“ESAFI” and, together with Enfoca Discovery 2, Enfoca Descubridor 1, Enfoca Descubridor 2 and Enfoca Asset Management, the “Enfoca Entities”). The Enfoca Entities are indirectly controlled by Jesús Zamora. In connection with the Sponsor Financing for a capital contribution to us in October 2022, to fund, in part, our purchase of Grupo OCA, Enfoca pledged all of its shares for the benefit of the lenders under the Sponsor Financing. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.” The information herein is based solely on the Schedule 13G filed on November 12, 2024 by the reporting persons.
Includes 9,013,333 class A shares collectively held by IN-Fondo 1, IN-Fondo 2 and IN-Fondo 3. Their address is Av. Canaval y Moreyra 522, piso 5 y 6, San Isidro, Lima, Peru. The information herein is based solely on the Schedule 13G filed on December 18, 2024 by AFP Integra S.A. acting on behalf of IN-Fondo 1, IN-Fondo 2 and IN-Fondo 3.
The address for the Teacher Retirement System of Texas is 1000 Red River Street, Austin, Texas 78701. The information herein is based solely on the Schedule 13G filed on November 13, 2024 by the reporting person.
The address for RWC Asset Management LLP is Verde, 10 Bressenden Place, London, SW1E 5DH, United Kingdom. The information herein is based solely on the Schedule 13G/A filed on January 5, 2026 by the reporting person.
Mr. Zamora, our Executive Chairman of the Board and President, owns 71% of the shares of Enfoca Investment Ltd. and may be deemed to have voting and dispositive power over the ordinary shares held by the entities affiliated with Enfoca.
In connection with the Sponsor Financing for a capital contribution to us in October 2022, Mr. Pinillos, a member of our board of directors, pledged all of his class A shares and class B shares for the benefit of the lenders under the Sponsor Financing.
Voting Rights
Each class A share will be entitled to one vote per class A share. Each class B share will be entitled to ten votes per class B share.
Holders of class A shares and class B shares will vote together on all matters unless otherwise required by our articles of association or by the 1915 Act.
Sponsor Financing
Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. The proceeds, net of taxes, fees and expenses of US$18.0 million, were used, through a special purpose vehicle, for a capital contribution of US$342.0 million to our subsidiary, Auna Salud S.A.C., in October 2022 to fund, in part, our purchase of Grupo OCA. Auna Salud S.A.C. determined that the capital contribution was at fair value. This capital contribution was recorded in our consolidated financial statements as (i) an increase of S/402.4 million to “non-controlling interest” representing 21.2% of Auna Salud S.A.C.’s total net assets after giving effect to the capital contribution from the special purpose vehicle of S/1,352.6 million and (ii) an increase of S/950.2 million to “merger and other reserves” representing the remaining portion of Auna Salud S.A.C.’s total net assets after giving effect to the capital contribution from the special purpose vehicle of S/1,352.6 million, which corresponded to our 78.8% interest in Auna Salud S.A.C. The Sponsor Financing is secured by substantially all the Auna shares held by Enfoca, Mr. Pinillos and our other pre-IPO Class B Shareholders. See “Related Party Transactions—Contribution and Capital Reduction.”
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On June 26, 2025, Enfoca, Mr. Pinillos and the other pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. The documents governing the Sponsor Financing contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. Following the repayment in full of the Sponsor Financing, the pledges on the shares securing the Sponsor Financing will be released. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.”
We are not a party to, nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Furthermore, the lenders under the Sponsor Financing do not have recourse against us for the debt or any other amounts owed under the Sponsor Financing, nor do we have any obligation to repay the debt under the Sponsor Financing.
For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report. For additional information, see Item 4. Information on the Company—A. History and development of the company—Initial Public Offering” “-Contribution and Capital Reduction.”
B. Related Party Transactions.
In the ordinary course of business, we and our subsidiaries engage in a variety of transactions among ourselves and with certain of our affiliates and related parties on an arm’s-length basis. All material transactions between us or our subsidiaries and our other affiliates or related parties are evaluated by our senior management and our board in accordance with specific regulations and internal rules applicable to all related party transactions. These transactions are subject to prevailing market conditions and transfer pricing regulations, as described below. The internal regulations of our board of directors establishes a review procedure for identifying, approving and accounting for related party transactions.
Related Person Transaction Policy
Pursuant to our related person transaction policy, any related person transaction must be approved or ratified by our audit and risk committee or another designated committee of our board of directors. The related party transaction policy sets out a number of exemptions pursuant to which certain related person transactions will be deemed not to create or involve a material interest and thereby not subject to such approval or ratification requirements. In determining whether to approve or ratify a transaction with a related person, our audit and risk committee or another designated committee of our board of directors will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our audit and risk committee or any other designated committee of our board of directors will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.
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Luxembourg Law Concerning Related Party Transactions
Luxembourg law sets forth certain restrictions and limitations on transactions with related parties.
From a tax standpoint, the value of such related party transactions must be equal to the fair market value assessed under transfer pricing rules, i.e., the value agreed to by non-related parties under the same or similar circumstances.
Contribution and Capital Reduction
In 2024 we contributed US$329.0 million of the proceeds from our initial public offer to Auna Salud S.A.C., who in turn used those funds to effect a capital reduction which resulted in the cancellation of all the shares of Auna Salud S.A.C. previously held by our pre-IPO Class B Shareholders through a special purpose vehicle, and thus, increased our ownership interest in Auna Salud S.A.C. from 79% to 100%. On June 26, 2025, Enfoca, Mr. Pinillos and our other pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The documents governing the Sponsor Financing, contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries.
Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. Our Executive Chairman of the Board and President, Suso Zamora, and some of our directors, including Suso Zamora, Jorge Basadre and Leonardo Bacherer, are employed by or otherwise affiliated with Enfoca as directors on their board of directors. For additional information, see “Presentation of Financial and Other Information—Financial Statements,” “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders” and “Item 7. Major Shareholders and Related Party Transactions—A. Major shareholders—Sponsor Financing.”
Management Services
We reimbursed our controlling shareholder for administrative expenses for certain management services provided in the amount of S/1.2 million for 2023. We have also reimbursed our controlling shareholder for certain travel and other expenses they have incurred, in the amount of S/0.4 million for 2023. We paid no management service nor any reimbursement for expenses to our controlling shareholder in 2024 or 2025.
Medical Services
Dr. Pinillos and Dr. Carlos Vallejos, the founders of Oncosalud in 1989 and current directors of Oncosalud, are both top physicians that have been providing medical services at our facilities for several years. For their services, they have received customary compensation and benefits commensurate with their expertise and clinical acumen in healthcare coverage and aligned with the compensation paid to other physicians and medical professionals of similar stature employed by us.
During the past three years, we have also reimbursed Dr. Vallejos for certain out-of-pocket expenses, including rent for office space used by Oncosalud for back-office operations and certain property taxes payable by him in connection thereto, as well as de minimis phone expenses, the purchase of inexpensive medical literature and minor travel expenses incurred in connection with his attendance at conferences on behalf of Oncosalud. These reimbursements amounted to S/0.5 million, S/0.5 million and S/0.5 in 2023, 2024 and 2025, respectively.
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Registration Rights Agreement
We have entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of our shareholders.
Subject to several exceptions, including waiver of the lockup period, underwriter cutbacks and our right to postpone a demand registration under certain circumstances, Enfoca may require that we register for public resale under the Securities Act all ordinary shares constituting registrable securities that they request be registered so long as the securities requested to be registered in each registration statement have an aggregate estimated market value of at least US$20 million or represent all of the remaining registrable securities held by Enfoca or that would be owned upon conversion of all of the class B shares held by Enfoca. We will not be required to effect more than two demand registrations in any 12-month period. If we are eligible to register the sale of our securities on Form F-3, Enfoca has the right to require us to register the sale of the registrable securities held by them on Form F-3, subject to offering size and other restrictions.
If we propose to register any of our class A shares under the Securities Act for our own account or the account of any other holder (excluding any registration related to an employee benefit plan, a corporate reorganization, other Rule 145 transactions, in connection with a dividend reinvestment plan or for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity), Enfoca, Mr. Pinillos and Mr. Zamora are entitled to notice of such registration and to request that we include their registrable securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such registrable securities in such registration statement. In connection with the transfer of their registrable securities, the parties to the Registration Rights Agreement may assign certain of their respective rights under the Registration Rights Agreement under certain circumstances. In connection with the registrations described above, we will indemnify any selling shareholders and we will bear all fees, costs and registration expenses (except underwriting discounts and spreads).
On September 8, 2020, Enfoca, our controlling shareholder, and Luis Felipe Pinillos entered into the Shareholders Agreement. Among other things, the Shareholders Agreement provides that (i) so long as Mr. Pinillos owns shares representing at least 2% of all of our issued and outstanding class A shares, he shall be nominated and elected as a member of our board of directors by Enfoca and as a member of the executive committee of the board of directors; (ii) so long as Mr. Pinillos owns shares representing at least 4% of all of our issued and outstanding class A shares, he shall have the right to nominate two independent directors if our board of directors includes at least nine members or one independent director if our board of directors includes less than nine members, in each case subject to the consent of Enfoca; and (iii) so long as Mr. Pinillos owns shares representing at least 3% of all of our issued and outstanding class A shares, he shall have the right to nominate one independent director if our board of directors includes at least nine members subject to the consent of Enfoca. Mr. Pinillos will not have the right to nominate any independent director if our board of directors includes less than nine members.
In addition, the Shareholders Agreement provides that, if Enfoca intends to privately sell some or all of its shares of our common stock to non-affiliates, in certain cases, they must notify us and Mr. Pinillos of the intended sale. In such cases, Mr. Pinillos has tag-along rights to participate, on a pro rata basis, in such proposed sale at the same price per share and under the same terms and conditions.
Indemnification Agreements
We intend to enter into indemnification agreements with our directors and executive officers that will require us to indemnify our directors and executive officers to the fullest extent permitted by law. See “Management—Indemnification of Directors and Officers.”
C. Interests of Experts and Counsel.
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A. Consolidated Statements and Other Financial Information.
See Item 18. “Financial Statements.”
Dividends and Dividend Policy
The class A shares and class B shares will be entitled to participate equally in distributions made by us, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder).
Any future determination regarding the declaration and payment of dividends, if any, will be subject to approval by holders of our class A shares and class B shares voting together at our annual shareholders’ meeting. Any determination by our board of directors to recommend for approval the declaration and payment of dividends will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. See “Item 3. Key Information—D. Risk Factors—Our ability to pay dividends is restricted under Luxembourg law.”
Because we are a holding company and all of our business is conducted through our subsidiaries, and as such, if we pay any dividends in the future, such dividends will be paid from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to shareholders is dependent on the earnings of, and dividends and other distributions from, our subsidiaries. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to pay dividends to you will depend on the ability of our subsidiaries to pay dividends and make other distributions to us.”
In 2023, 2024 and 2025, we did not pay dividends to our shareholders.
Legal Proceedings
We are party to a number of legal and administrative proceedings arising in the ordinary course of our business, including medical malpractice, employment and labor and tax lawsuits. We categorize our risk of loss in these proceedings as probable, possible and remote. We record provisions only for those proceedings that have a risk of loss deemed to be probable. As of December 31, 2025, we had provisions for outstanding claims and others in the amount of S/10.2 million (US$3.0 million), which cover all losses resulting from claims filed against us that have a risk of loss deemed to be probable. For more information, see note 18 to our audited consolidated financial statements.
B. Significant Changes.
Item 9. The Offer and Listing.
A. Offer and Listing Details.
B. Plan of Distribution.
C. Markets.
The class A shares have been listed on the NYSE since March 22, 2024 under the symbol “AUNA.”
On July 16, 2025 our class A shares also began trading on the Lima Stock Exchange (BVL) under the ticker symbol “AUNA.”
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D. Selling Shareholders
E. Dilution.
F. Expenses of the Issue.
Item 10. Additional Information.
A. Share Capital.
B. Memorandum and Articles of Association.
See Exhibit 2.1 filed with this annual report.
C. Material Contracts.
Surface Rights Agreement
On July 8, 2009, Medicser entered into an agreement (the “Surface Rights Agreement”) for the surface rights of a tract of land with the Peruvian Red Cross Society. Under the Surface Rights Agreement, Medicser has ownership of the buildings on the land and the right to use, enjoy and for certain purposes encumber the surface of the land. The sole and exclusive purpose of the Surface Rights Agreement is the construction of Clínica Delgado and its operation. The Surface Rights Agreement will terminate 40 years after the second anniversary of the registration of the surface rights in the property register by the Peruvian Red Cross Society, which took place on September 2, 2011. The rights are amortized during the forty-year lease period. Pursuant to the Surface Rights Agreement, we are obligated to make monthly payments of US$7,500 in favor of the Peruvian Red Cross Society until the twentieth month after the execution of the Surface Rights Agreement. From that date onwards, and for a 10-year and four-month period and three 10-year periods, we are obligated to make monthly payments of (i) US$15,000; (ii) US$25,000; (iii) US$35,000; and (iv) US$45,000, respectively, and in each case, as adjusted by 1.5% annually.
On August 30, 2009, Medicser and the Peruvian Red Cross Society entered into an amendment to the Surface Rights Agreement primarily to amend the area of the land for construction of Clínica Delgado.
Oncosalud San Borja Lease Agreement
On August 28, 2019, Oncocenter entered into a lease agreement with Promotora Asistencial S.A.C. Clínica Limatambo (the “Oncosalud San Borja Lease Agreement”) for our hospital, Oncosalud San Borja, located in Lima, Peru. The Oncosalud San Borja Lease Agreement was amended on June 5, 2023. The Oncosalud San Borja Lease Agreement has a 10-year term and includes a right of first refusal in favor of Oncocenter for any offer to purchase the property for the duration of the agreement. Pursuant to the Oncosalud San Borja Lease Agreement, monthly lease payments are US$120,000 (S/425,244) and increase by US$10,000 (S/35,437) every six months for the first three years of the agreement. For the remaining six years of the term, monthly lease payments increase annually to reflect increases in Lima’s consumer price index.
Centro Ambulatorio Trecca Public-Private Partnership Agreement
In August 2010, our subsidiary Consorcio Trecca S.A.C. (“Consorcio Trecca”) entered into a public-private partnership agreement (the “Centro Ambulatorio Trecca PPP Agreement”) with EsSalud, the state agency tasked with overseeing the Peruvian public health insurance system, for the remodeling, implementation, operation and maintenance of Centro Ambulatorio Trecca, an outpatient healthcare facility located in Lima, Peru. The project involves the development of a high-rise ambulatory healthcare center designed to provide specialized outpatient services to EsSalud-insured patients.
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Under the Centro Ambulatorio Trecca PPP Agreement, Consorcio Trecca is responsible for the design, construction, financing, equipment, implementation of healthcare systems and applications during the investment phase, and the operation and maintenance of the facility during the operational phase. In consideration for these services and investments, EsSalud will pay contractual compensation structured through payments related to the investment phase and payments associated with the operation and maintenance of the facility, subject to the terms and conditions set forth in the Centro Ambulatorio Trecca PPP Agreement.
The original Centro Ambulatorio Trecca PPP Agreement was executed on August 27, 2010 and was subsequently amended in April 2011. In February 2026, the parties entered into a second amendment, which updated the economic conditions of the project, provided for additional investments and services and established the contractual framework required to commence construction and proceed with the investment phase. Subject to approvals, project’s financial closing and the start of the investment phase are expected to occur during 2026.
D. Exchange Controls.
There are currently no exchange controls in Peru, Colombia and Mexico; however, these countries have imposed foreign exchange controls in the past. See “Item 3. Key Information—D. Risk Factors— Political, economic and social conditions in Mexico, could materially and adversely affect Mexican economic policy and, in turn, our business, financial condition, results of operations and prospects,” “Item 3. Key Information—D. Risk Factors—Economic, social and political developments in Peru, including political instability, social unrest, inflation and unemployment, could have a material adverse effect on our businesses and our results of operations may be negatively affected by recent political instability in Peru” and “Item 3. Key Information—D. Risk Factors—Economic, social and political developments in Colombia, including political and economic instability, violence, inflation and unemployment, could have a material adverse effect on our businesses, financial condition and results of operations.”
E. Taxation.
The following summary contains a description of certain Luxembourg and U.S. federal income tax consequences of the acquisition, ownership and disposition of class A shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase class A shares. The summary is based upon the tax laws of and regulations thereunder and on the tax laws of the United States and Luxembourg and regulations thereunder as of the date hereof, which are subject to change.
Material U.S. Federal Income Tax Considerations for U.S. Holders
The following section is a summary of the material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of class A shares. It does not set forth all tax considerations that may be relevant to a particular person’s decision to acquire class A shares.
This section applies only to a U.S. Holder that holds class A shares as capital assets for U.S. federal income tax purposes. This section does not include a description of the state, local or non-U.S. tax consequences that may be relevant to U.S. Holders, nor does it address U.S. federal tax consequences (such as gift and estate taxes) other than income taxes. In addition, it does not set forth all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including any minimum tax consequences, rules conforming the timing of income accruals with respect to the class A shares to financial statements under Section 451(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the potential application of the provisions of the Code known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
certain financial institutions;
dealers or traders in securities who use a mark-to-market method of tax accounting;
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persons holding class A shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the class A shares;
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
entities classified as partnerships or S corporations for U.S. federal income tax purposes;
persons who acquire our class A shares through the exercise of an option or otherwise as compensation;
tax-exempt entities, including an “individual retirement account” or “Roth IRA”;
real estate investment trusts or regulated investment companies;
persons that own or are deemed to own 10% or more of our shares (by vote or value); or
persons holding class A shares in connection with a trade or business conducted outside of the United States.
If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds class A shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding class A shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the class A shares.
This section is based on the Code, administrative pronouncements, judicial decisions, final and temporary and proposed Treasury regulations and the U.S.—Luxembourg income tax treaty (the “Treaty”), all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect. Any change or different interpretation could alter the tax consequences to U.S. Holders described in this section. In addition, there can be no assurance that the Internal Revenue Service (the “IRS) will not challenge one or more of the tax consequences described in this section.
You are a “U.S. Holder” if you are, for U.S. federal income tax purposes, a beneficial owner of class A shares and:
a citizen or individual resident of the United States;
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of class A shares in their particular circumstances.
Taxation of Distributions
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on class A shares, other than certain pro rata distributions of ordinary shares, made to U.S. Holders will be treated as taxable dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of a U.S. Holder’s tax basis in the class A shares, and then, to the extent such excess amount exceeds such holder’s tax basis in the class A shares, as capital gain, and will be long-term capital gain if the U.S. Holder held the class A shares for more than one year at the time the distribution is actually or constructively received. However, we currently do not, and we do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that any distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
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Subject to applicable limitations, for so long as our class A shares are listed on NYSE or another established securities market in the United States, dividends paid to certain non-corporate U.S. Holders will generally be eligible for taxation as “qualified dividend income,” which is taxable at rates not in excess of the long-term capital gain rate applicable to such U.S. Holders. In order to qualify for qualified dividend income treatment, a U.S. Holder must meet certain holding period and other requirements, and we must not be a passive foreign investment company (a “PFIC”) for the taxable year in which dividends are paid or the immediately preceding taxable year. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances.
The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.
For purposes of the foreign tax credit rules, dividends will be treated as foreign-source income. For U.S. federal income tax purposes, the amount of dividend income will include any amounts withheld in respect of Luxembourg taxes. Subject to applicable limitations that vary depending on a U.S. Holder’s particular circumstances and the discussion below regarding certain Treasury regulations, Luxembourg income taxes withheld from dividend payments (at a rate not exceeding the applicable rate provided in the Treaty if the U.S. Holder is eligible for Treaty benefits) generally will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex. For example, Treasury regulations provide that, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for non-U.S. income taxes to be creditable, the relevant non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Luxembourg income tax system meets this requirement. However, the U.S. Internal Revenue Service (the “IRS”) has released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying this temporary relief is issued (or any later date specified in such notice or other guidance). The notices also indicate the U.S. Treasury Department and the IRS are considering whether, and in what conditions, to provide additional temporary relief in later taxable years. In lieu of claiming foreign tax credits, a U.S. Holder may be able to elect to deduct non-U.S. income taxes, including Luxembourg income taxes, in computing their taxable income, subject to applicable limitations under U.S. law. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all creditable non-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax adviser regarding the creditability or deductibility of any foreign tax credits in their particular circumstances.
Sale or Other Disposition of Class A Shares
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, gain or loss realized on the sale or other taxable disposition of class A shares will be subject to U.S. federal income taxation as capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the class A shares for more than one year. The amount of the gain or loss will equal the difference between the amount realized (including the gross amount of the proceeds before the deduction of any foreign tax) on the sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in the class A shares, in each case as determined in U.S. dollars. Capital gains of non-corporate U.S. Holders derived with respect to capital assets generally are eligible for the preferential rates of taxation applicable to long-term capital gains. This capital gain or loss will generally be treated as U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations under the Code. U.S. Holders should consult their tax advisers regarding the proper treatment of capital gain or loss, if any, in their particular circumstances, including the effects of any applicable income tax treaties.
Passive Foreign Investment Company Rules
U.S. Holders will generally be subject to a special, generally adverse tax regime that would differ in certain material respects from the tax treatment described above if we are, or we are to become, a PFIC for U.S. federal income tax purposes for any taxable year in which a U.S. Holder owns our class A shares.
Under the Code, we will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income” (including cash). For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income generally includes, among other things, interest, dividends, certain non-active rents, certain non-active royalties and capital gains. Additionally, goodwill is treated as an active asset to the extent attributable to activities that produce active income.
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Based on the market price of our class A shares and the composition of our income and assets, including goodwill, we do not expect to have been a PFIC for U.S. federal income tax purposes for our 2025 taxable year. However, the determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear, and whether we will be a PFIC in any taxable year is uncertain in several respects. Moreover, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our class A shares, which may fluctuate substantially over time). Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds class A shares, we would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds class A shares, even if we ceased to meet the threshold requirements for PFIC status, unless the U.S. Holder makes a valid deemed sale election under the applicable Treasury regulations with respect to its class A shares.
If we were a PFIC for any taxable year during which a U.S. Holder held class A shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the class A shares would be allocated ratably over the U.S. Holder’s holding period for the class A shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Similar rules apply to any distribution received by a U.S. Holder on its class A shares if it exceeds 125% of the average of the annual distributions on the class A shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. If we are a PFIC for any year, a U.S. Holder may be subject to the adverse consequences for any gain or excess distributions in respect of any lower-tier PFICs that we own.
A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its class A shares, provided that the class A shares are “marketable.” Our class A shares will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable Treasury regulations. If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market value of the class A shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the class A shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). Any gain recognized on the sale or other disposition of class A shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election, with any excess loss treated as a capital loss). A mark-to-market election is unlikely to be available in respect of any lower-tier PFICs that we own unless the shares of such lower-tier PFICs are considered “marketable.” Accordingly, if we are treated as a PFIC, a U.S. Holder will generally continue to be subject to the PFIC rules discussed above with respect to such holder’s indirect interest in any investments we hold that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
In addition, if a company that is a PFIC provides certain information to U.S. investors, a U.S. investor can then avoid certain adverse tax consequences described above by making a “qualified electing fund” election, or QEF Election, to be taxed currently on its pro rata share of the PFIC’s ordinary income and net capital gains. However, because we do not intend to provide the information necessary for U.S. Holders to make a QEF Election, such election will not be available to U.S. Holders.
In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.
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If a U.S. Holder owns class A shares during any year in which we are a PFIC or in which we hold a direct or indirect equity interest is a lower-tier PFIC, the U.S. Holder generally must file annual reports, containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S. Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form. U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.
Information Reporting and Backup Withholding
Distributions and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
Reporting with Respect to Foreign Financial Assets
Certain U.S. Holders who are individuals (and, under U.S. Treasury Regulations, certain entities) may be required to report information relating to an interest in our class A shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respect to tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their ownership and disposition of our class A shares and with respect to their possible obligation to file IRS Form 8938.
Luxembourg Tax Considerations
This section is the opinion of Stibbe Avocats on the Luxembourg taxation of the Company and on certain material Luxembourg tax considerations that may be relevant with respect to the ownership or disposition of the Company’s class A shares, on the assumption that the Company is exclusively a tax resident in Luxembourg. This summary is not intended to be a comprehensive description of all of the Luxembourg tax considerations that may be relevant to a decision by prospective investors to make an investment in the Company. In addition, it does not describe any tax consequences arising under the laws of any taxing jurisdiction other than Luxembourg.
Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg corporate income tax (“LCIT”) generally encompasses impôt sur le revenu des collectivités (“CIT”), impôt commercial communal (“MBT”) and a solidarity surcharge (contribution au fonds pour l’emploi).
Taxation of the Company
Luxembourg Corporate Income Tax
As a Luxembourg resident fully taxable company, the Company should be subject to LCIT on its worldwide basis. The LCIT rate amounts to 23.87% for fiscal year 2026 in Luxembourg City.
The Company is assessed on the basis of its world-wide profits on an annual basis, after deduction of allowable expenses and charges, determined in accordance with Luxembourg general accounting standards and subject to certain tax adjustments in accordance with Luxembourg tax law and applicable double tax treaties.
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Net Wealth Tax
As a Luxembourg resident fully taxable company, the Company is subject to impôt sur la fortune (“NWT”) on its unitary value (broadly speaking, net asset value) as of January 1 each year at a digressive rate starting at 0.5% (the “Standard NWT”). The NWT basis is calculated on the total estimated realization value of the Company’s assets held at each calendar year end, less related liabilities. In more detail, two rates of NWT apply depending on the amount of taxable net wealth and if the value of the taxable wealth is less or equal to EUR 500 million. If the value of the wealth exceeds such threshold, the NWT charge is calculated as follows:
EUR 2.5 million (i.e., rate of 0.5% applied to the amount of EUR 500 million); plus
0.05% calculated on the taxable amount exceeding EUR 500 million.
The Company is also subject to a minimum NWT regime (the “Minimum NWT”). This Minimum NWT, when applicable, ranges from EUR 535 to EUR 4,815 (depending on the size of the balance sheet of the Company).
In practice, whether the Standard NWT or the Minimum NWT amount will be due depends on which amount is higher.
Withholding Tax on Dividend Distributions
Dividends distributed by the Company are as a rule subject to withholding tax (“WHT”) in Luxembourg at a rate of 15% (increased to 17.65% on a gross-up basis). However, such WHT rate could be reduced based on a Luxembourg domestic exemption or an exemption or reduced rate under an applicable double tax treaty.
Luxembourg Taxation of Luxembourg Non-Resident Shareholders
Taxation of Dividends
Luxembourg non-resident shareholders, who have neither a permanent establishment nor a permanent representative in Luxembourg, to which or whom the class A shares of the Company are attributable, are as a rule subject to the 15% WHT paid upon dividend distributions by the Company. However, such WHT rate could be reduced based on a Luxembourg domestic exemption or an exemption or reduced rate under an applicable double tax treaty.
Taxation of Capital Gains
Capital gains realized by a Luxembourg non-resident shareholder upon the redemption, repurchase, sale, disposal or exchange of the Company’s class A shares are not subject to LCIT or personal income tax provided that the Luxembourg non-resident shareholder has held its class A shares for an uninterrupted period of more than 6 months.
If a Luxembourg non-resident shareholder has held its class A shares for a period 6 months or less, such Luxembourg non-resident shareholder should not be subject to Luxembourg income taxation in Luxembourg provided that the Luxembourg non-resident shareholder has held a non-Substantial Participation (as defined herein) in the Company. A participation is deemed to be substantial (“Substantial Participation”) where a shareholder holds or has held, either alone or together with his or her spouse or partner and/or minor children, directly or indirectly at any time within the 5 years preceding the disposal, more than 10% of the share capital of the Luxembourg company or cooperative. An indirect participation should be understood as the holding of a participation via an intermediary company in which the shareholder holds the majority of voting rights. A shareholder is also deemed to alienate a substantial participation if he or she acquired free of charge, within the 5 years preceding the transfer, a participation that was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period).
However, capital gains realized upon redemption, repurchase, sale, disposal or exchange of the Company’s class A shares representing a Substantial Participation (generally speaking more than 10% in the share capital of the Company) which is either sold (i) within a 6-month period subsequent to the date of acquisition of such class A shares, or (ii) before the acquisition of such class A shares or (iii) by a Luxembourg non-resident shareholder that has been a Luxembourg resident for more than 15 years and has become a Luxembourg non-resident within the last five years preceding the realization of the gain, may be subject to Luxembourg taxation (unless an exemption applies based on an applicable double tax treaty) as follows:
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if realized by a non-resident individual, the capital gain may be subject to Luxembourg personal income tax rates of up to 45.78% for fiscal year 2026; or
if realized by a non-resident corporation, the capital gain may be subject to Luxembourg corporate income tax rates of up to 17.12% for fiscal year 2026.
Luxembourg Taxation of Luxembourg Resident Shareholders
Luxembourg Resident Individual Shareholders
Luxembourg resident individual shareholders are subject to the 15% WHT paid upon dividend distributions by the Company.
In addition, the dividend distributions received from the Company by the Luxembourg resident individual shareholders are as a rule subject to personal income tax in accordance with the provisions of the Luxembourg income tax law. However, a 50% tax exemption might be available under certain conditions. Luxembourg personal income tax is levied following a progressive income tax scale. The 15% WHT paid upon dividend distribution by the Company to the Luxembourg resident individual shareholders could be credited against any personal income tax liability of the Luxembourg resident individual shareholders.
Capital gains realized on the sale of any class A shares of the Company by Luxembourg resident individual shareholders who hold class A shares of the Company in their personal portfolios (and not as business assets) should generally not be subject to personal income tax except if one of the following conditions is met:
the shares are sold within the six-month period subsequent to the date of the subscription or purchase; or
the shares are sold before their acquisition; or
if the shares held in the personal portfolio constitute a Substantial Participation.
Capital gains satisfying one of the three above conditions should be subject to Luxembourg personal income tax in accordance with the provisions of the Luxembourg income tax law. Luxembourg personal income tax is levied following a progressive income tax scale.
Luxembourg Resident Corporate/Permanent Establishment Shareholders
Luxembourg resident corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to the 15% WHT paid upon dividend distributions by the Company. However, such WHT rate could be reduced based on a Luxembourg domestic exemption.
In addition, the dividend distributions received from the Company by the Luxembourg resident corporate shareholders or the foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to LCIT in accordance with the provisions of the Luxembourg income tax law. However, a 50% tax exemption or a 100% tax exemption might be available under certain conditions. The LCIT rate should amount to up to 23.87% for fiscal year 2026 in Luxembourg City.
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Luxembourg resident corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to LCIT on capital gains realized upon disposal of class A shares of the Company, unless a Luxembourg domestic exemption applies.
Luxembourg tax resident fully taxable corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should annually be subject to NWT on the (market) value of their class A shares of the Company at a digressive rate starting at 0.5%, unless a NWT exemption applies.
F. Dividends and Paying Agents.
G. Statement by Experts.
H. Documents on Display.
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year, which is December 31. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
I. Subsidiary Information.
J. Annual Report to Security Holders.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
In the ordinary course of our business activities, we are exposed to market risks that are beyond our control and which may have an adverse effect on the value of our financial assets and liabilities, future cash flows and profit. The market risks that we are exposed to include foreign currency risks and interest rate risks.
The functional currency of our operations is based on the countries in which we operate, whereby in Mexico it is the Mexican peso, in Peru it is the Peruvian sol and in Colombia it is the Colombian peso, and we present our financial statements in Peruvian soles. However, the majority of our liabilities (primarily US$98.7 million of the 2029 Notes and US$365 million of the 2032 Notes) are denominated in U.S. dollars, which exposes us to exchange rate risk. As of December 31, 2025, 44% of our liabilities were denominated in U.S. dollars. To mitigate our U.S. dollar exposure, we use derivative financial instruments, such as call spreads and forwards, to hedge our exposure to these risks. As of December 31, 2025, 85% of our liabilities in U.S. dollars were hedged.
Interest rate risk is the risk that the fair value or future cash flows of our financial instruments may fluctuate as a result of changes in market interest rates. Our general policy is to hold financing at fixed rates, although certain of our borrowings accrue interest at floating rates. Because the majority of our financing is at fixed rates and we have hedging arrangements in place for all of our borrowings held at floating rates, we do not consider interest rate risk material to our business.
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Item 12. Description of Securities Other than Equity Securities.
A. Debt Securities.
B. Warrants and Rights.
C. Other Securities.
D. American Depositary Shares.
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Item 13. Defaults, Dividend Arrearages and Delinquencies.
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
Item 15. Controls and Procedures.
Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures or our internal control over financial reporting may not prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting described below.
Following identification of the material weaknesses and prior to filing this annual report, we performed additional analysis and other procedures to ensure that our consolidated financial statements included in this annual report have been prepared in accordance with IFRS Accounting Standards. Accordingly, management believes that the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company as such term is defined by Exchange Act rules 13(a)-15(f) and 15(d)-15(f).
Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. These include those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented or detected on a timely basis.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025.
In making the assessment, we identified the following material weaknesses in our internal control over financial reporting:
Our information technology general controls (ITGCs) including segregation of duties, user access, and change management, within our information technology (IT) systems that support the Company’s financial reporting processes, were not fully designed, implemented and operating effectively.
Automated and manual process level controls across our financial reporting processes were not fully designed, implemented and operating effectively.
These deficiencies were due to the Company not being fully prepared to fulfill SOX requirements complicated by the pace of organic and inorganic growth and the diversity of the Company’s control processes and IT systems. The Company did not fully design controls responsive to risks of material misstatement, train personnel with respect to their ICFR responsibilities and accountability, and complete all actions necessary to fully assess the effectiveness of internal control over financial reporting and to remediate identified control deficiencies.
These deficiencies did not result in a misstatement to our annual financial statements. However, each of these control deficiencies could result in a material misstatement of our consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute material weaknesses.
Emmerich, Córdova y Asociados S. Civil. de R.L. (a member firm of KPMG), our independent registered public accounting firm, which audited and reported on the consolidated financial statements as of and for the year ended December 31, 2025, contained in this annual report on Form 20-F, has issued an adverse opinion on the effectiveness of our internal control over financial reporting. Emmerich, Córdova y Asociados S. Civil. de R.L.’s report appears on page F-3 of this annual report on Form 20-F.
Remediation Plan
In response to the material weaknesses mentioned above, management, with the oversight of the Audit & Risk Committee, continues to execute a comprehensive remediation program supported by dedicated internal resources and external advisors, to enhance the control framework and address our material weaknesses in internal controls. This project is designed to ensure a more robust, effective and sustainable control environment and information technology systems supporting our key financial reporting processes commensurate with our financial reporting requirements. Our efforts include the following actions:
Strengthening the SOX compliance organization and governance structure, including enhancements to oversight mechanisms, clearer accountability across functions, and more robust coordination among control owners and process leaders.
Enhancing the Company’s IT control framework, including a new enterprise resource planning (ERP) system, improvements to the design and operation of ITGCs and strengthening the reliability of controls dependent on information technology.
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Completing the risk assessment process and implementation of internal controls over financial reporting for new, modified or previously incomplete processes, and remediating controls identified as ineffective through ongoing assessments and testing activities, including controls that ensure the accuracy of system-generated information used in the preparation of the financial statements.
Reinforcing awareness, responsibilities and accountability across the organization, including targeted training and communication initiatives for control owners and key stakeholders to promote consistent execution and documentation of controls and SOX requirements.
Reinforcing monitoring activities to assess, on an ongoing basis, the continued appropriateness of control design and level of documentation maintained to support control effectiveness.
Although we took extensive steps to design and implement the Company’s internal control standards, we were unable to fully complete this effort in 2025. We continue to implement and enhance controls related to design, support documentation, operation and monitoring of certain internal controls, including controls dependent on information technology and the implementation of new ERP systems across our geographies, which will be a multi-year project.
As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
Given the scope, complexity and multi-year nature of certain remediation initiatives, management expects that remediation efforts will continue beyond 2026 and may extend into future reporting periods. The Company will continue to monitor and assess our remediation activities to remediate these material weaknesses as soon as practicable.
Changes in Internal Control over Financial Reporting
Except for the ongoing implementation of remediation actions to address the material weaknesses identified, as described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert.
Our board of directors has determined that Robert W. Oberrender qualifies as an “audit committee financial expert as defined in Item 16A of Form 20-F under the Exchange Act. Our board of directors has also determined that Robert W. Oberrender, Andrew Soussloff and John Wilton each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.
Item 16B. Code of Ethics.
We have adopted a Code of Conduct and a Whistleblower Policy that apply to all of our employees, as well as our officers and directors, including our President, Chief Financial Officer and Executive Vice President and other executive and senior financial officers. The full text of our Code of Ethics is attached as Exhibit 11.1 to this annual report. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference.
Our Code of Conduct is designed to uphold the highest standards of integrity and to foster: (i) honest and ethical behavior, including the identification and resolution of conflicts of interest that may arise between personal and professional responsibilities; (ii) equitable and transparent treatment of our patients, members and other stakeholders, ensuring fairness in the services we provide and in our interactions with the communities and markets we serve; (iii) clear, accurate and timely communication, ensuring that all reports, documents and disclosures submitted to regulatory authorities, such as health agencies or financial oversight bodies and our public communications, are complete and understandable; (iv) compliance with applicable laws, regulations and standards, including those governing healthcare, insurance and corporate operations; and (v) accountability and responsibility for adhering to this Code, with clear consequences for violations to maintain trust and uphold our commitment to ethical practices.
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We have also adopted an Anti-Corruption Policy that applies to all of our employees, officers and directors and posted the full text of such policy on the governance section of our website, www.aunainvestors.com. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference. We intend to disclose future amendments to our policies on our website or in public filings. The information on our website is not incorporated by reference into this annual report on Form 20-F, and you should not consider information contained on our website to be a part of this annual report on Form 20-F.
Item 16C. Principal Accountant Fees and Services.
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Emmerich, Córdova y Asociados, S. Civil de R.L., our independent registered public accounting firm, for the periods indicated.
Audit fees(1)
Tax fees
All other related fees
Audit fees for years ended December 31, 2025 and 2024 were related to professional services provided for the interim review procedures and the audit of our consolidated financial statements included in our annual reports on Form 20-F or services normally provided in connection with statutory engagements for those fiscal years.
Audit Fees
Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our financial statements, interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance with and review of documents filed with the SEC.
Tax Fees
Tax fees are fees billed for professional services for tax compliance.
All Other Fees
All other fees are fees for other non-audit services rendered to Auna, which include services such as the provision of attestation reports for our subsidiaries as required under applicable regulation.
Audit and Risk Committee Pre-Approval Policies and Procedures
Our Audit and Risk Committee is responsible for hiring, compensating and supervising the work of our external auditor. All services that our external auditor performs for us have to be authorized by our Audit and Risk Committee before the performance of those services begins. The Audit and Risk Committee obtains a detail of the particular services to be provided and assesses the impact of those services on the external auditor’s independence. In some instances, however, we may use the de minimis exception provided for in the SEC regulations for non-auditing services. In each such instance, we will inform our Audit and Risk Committee regarding, and present for ratification, such services at the next meeting of our Audit and Risk Committee.
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Item 16D. Exemptions from the Listing Standards for Audit Committees.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Item 16F. Change in Registrant’s Certifying Accountant.
Item 16G. Corporate Governance.
Foreign Private Issuer Status
Because we are a foreign private issuer, the NYSE rules applicable to us are considerably different from those applied to U.S. companies. Accordingly, we are eligible to, and we intend to, take advantage of certain exemptions from the NYSE corporate governance requirements provided in the NYSE rules for foreign private issuers. Subject to the items listed below, as a foreign private issuer we are permitted to follow home country practice in lieu of the NYSE’s corporate governance standards. We rely on this “home country practice exemption” with respect to the following NYSE requirements:
We follow home country practice that permits our board of directors to consist of less than a majority of independent directors, rather than the NYSE corporate governance rule 303A.01, which requires that a majority of the board be independent;
We follow home country practice that permits us not to hold regular executive sessions where only non-management directors are present, rather than the NYSE corporate governance rule 303A.03, which requires an issuer to have regularly scheduled meetings at which only non-management directors attend;
We follow home country practice that permits the Governance Committee of our board of directors not to consist entirely of independent directors, rather than the NYSE corporate governance rule 303A.04, which requires boards to have a nominating and corporate governance committee, similar to our Governance Committee, consisting entirely of independent directors;
We follow home country practice that does not require our board of directors to be nominated by the Governance Committee, rather than the NYSE corporate governance rule 303A.04, which requires director nominees for the next annual general meeting of shareholders to either be selected, or recommended for the board’s selection, by a nominating and corporate governance committee, similar to our Governance Committee, comprised solely of independent directors;
We follow home country practice that permits the Compensation and Talent Committee of our board of directors not to consist entirely of independent directors, rather than the NYSE corporate governance rule 303A.05, which requires boards to have a compensation committee, similar to our Compensation and Talent Committee, consisting entirely of independent directors;
We follow home country practice that generally permits the board of directors, without shareholder approval, to establish or materially amend any equity compensation plans (to the extent that such equity compensation plans do not specifically foresee the issuance of new shares by the Company, for example, a phantom share plan or option plan with cash settlement only), rather than the NYSE corporate governance rule 303A.08, which requires that our shareholders approve the establishment or any material amendments to any equity compensation plan;
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We follow home country practice, and not the NYSE corporate governance rules, relating to matters requiring shareholder approval. Luxembourg law and our articles of association generally permit us, without shareholder approval, to take the actions stated below.
Under Luxembourg corporate law, the board of directors of the Company is charged with managing and running the Company and is consequently authorized to take any decisions that are not reserved to the shareholders either by law or based on a list of reserved shareholder matters that may be contained in the articles of association and/or in a shareholders’ agreement. According to Luxembourg corporate law, the matters to be decided by the shareholders of the Company are the following: (i) in principle, amendments to the articles of association, (ii) approval of the annual accounts, (iii) decision to pay annual dividends, (iv) appointment and dismissal of directors and auditors and (v) merger, demerger, migration, change of legal form and dissolution.
Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE listing requirements applicable to domestic issuers. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors” and “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer, we are exempt from certain provisions applicable to U.S. domestic public companies.”
Controlled Company Status
Enfoca controls a majority of the combined voting power of our outstanding ordinary shares. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance rules. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. To the extent we no longer qualify as a foreign private issuer and qualify as a controlled company in the future, we intend to take advantage of certain of these exemptions, and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.”
Principal Differences between Luxembourg and U.S. Corporate Law
We are incorporated under the laws of Luxembourg. The following discussion summarizes material differences between the rights of holders of our class A shares and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the State of Delaware which result from differences in governing documents and the laws of Luxembourg and Delaware.
This discussion does not purport to be a complete statement of the rights of holders of our class A shares under applicable law in Luxembourg and our articles of association or the rights of holders of the ordinary shares of a typical corporation under applicable Delaware law and a typical certificate of incorporation and articles of association.
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Delaware
Luxembourg
The 1915 Act provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the performance of their duties as directors and for any misconduct in the management of the company’s affairs.
Directors are further jointly and severally liable both to the company and to any third parties for damages resulting from violations of the law or the articles of association of the Company. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof.
In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. Our articles of association provide that directors and officers, past and present, are entitled to indemnification from the Company to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they are involved by virtue of their being or having been a director or officer and against amounts paid or incurred by them in the settlement thereof, subject to certain exceptions.
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Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.
A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation, or an amendment to its original certificate or by-laws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.
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Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.
Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
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Pursuant to Luxembourg law, there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”
Extraordinary resolutions are required for any of the following matters, among others: (i) an increase or decrease of the authorized or issued capital, (ii) a limitation or exclusion of preemptive rights, (iii) approval of a statutory merger or de-merger (scission), (iv) dissolution and (v) an amendment of the articles of association.
Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting, the quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (except as otherwise provided by mandatory law) by a two-thirds majority of the votes validly cast on such resolution by shareholders and holders of beneficiary certificates. Abstentions are not considered “votes.”
Under the DGCL, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person:
•
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and
Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the Company.
Our articles of association contain indemnification provisions setting forth the scope of indemnification of our directors and officers. These provisions allow us to indemnify directors and officers against liability (to the extent permitted by Luxembourg law) and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, subject to limited exceptions. The indemnification extends, among other things, to legal fees, costs and amounts paid in the context of a settlement.
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in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.
To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware corporate law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.
Generally, under the DGCL, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.
The DGCL also requires a special vote of shareholders in connection with a business combination with an “interested shareholder” as defined in section 203 of the DGCL. See “—Interested Shareholders” above.
Under Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate objective. The board of directors’ powers are limited only by law and our articles of association.
Any type of business combination that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution or voluntary liquidation, requires an extraordinary resolution of a general meeting of shareholders.
Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease or exchange of substantial assets of ours.
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A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association.
Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.
Pursuant to Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law.
Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the Company. The board of directors has sole authority to decide whether to initiate legal action to enforce the Company’s rights (other than, in certain circumstances, in the case of an action against board members).
Shareholders do not generally have authority to initiate legal action on the Company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties in accordance with the 1915 Act. If a director is responsible for a breach of the 1915 Act or of a provision of the articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the Company.
Luxembourg procedural law does not recognize the concept of class actions.
Pursuant to Luxembourg law, dividend distributions may be declared by shareholders (i) by the general meeting or (ii) by the board of directors in the case of interim dividends (acomptes sur dividendes).
Dividend distributions may be made if the following conditions are met:
except in the event of a reduction of the issued share capital, only if net assets on the closing date of the preceding fiscal year are, or following such distribution would not become, less than the sum of the issued share capital plus reserves (which may not be distributed by law or under our articles of association); and
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the amount of a distribution to shareholders may not exceed the sum of net profits at the end of the preceding fiscal year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, less any losses carried forward and with certain amounts to be placed in reserve in accordance with the law or our articles of association.
Interim dividend distributions may only be made if the following conditions are met:
interim accounts indicate sufficient funds are available for distribution;
the amount to be distributed does not exceed the total amount of net profits since the end of the preceding fiscal year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed in reserves in accordance with the law or the articles of association;
the board declares such interim distributions no later than two months after the date at which the interim accounts have been drawn up; and
prior to declaring an interim distribution, the board must receive a report from the company’s auditors confirming that the conditions for an interim distribution are met.
The amount of distributions declared by the annual general meeting of shareholders shall include (i) the amount previously declared by the board of directors (i.e., the interim distributions for the year of which accounts are being approved), and if proposed, (ii) the (new) distributions declared on the annual accounts.
Where interim distribution payments exceed the amount of the distribution subsequently declared at the general meeting, any such overpayment shall be deducted from the next distribution.
Pursuant to Luxembourg law, we (or any party acting on our behalf) may repurchase our own ordinary shares and hold them in treasury, provided that:
the shareholders at a general meeting have previously authorized the board of directors to acquire our ordinary shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years), and, in the case of acquisition for value, the maximum and minimum consideration, provided that the prior authorization shall not apply in the case of ordinary shares acquired by either us or by a person acting in his or her own name but on our behalf for the distribution thereof to our staff or to the staff of a company with which we are in a control relationship;
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the acquisitions, including ordinary shares previously acquired by us and held by us and shares acquired by a person acting in his or her own name but on our behalf, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves (which may not be distributed by law or under the articles of association);
the ordinary shares repurchased are fully paid-up; and
the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to our shareholders.
No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to us, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the ordinary shares acquired, the proportion of the subscribed capital which they represent, and the consideration paid for them and (ii) in the case of ordinary shares acquired by either us or by a person acting on our behalf with a view to redistributing the ordinary shares to our staff or our controlled subsidiaries, provided that the distribution of such shares is made within 12 months from their acquisition.
Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce our capital or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law).
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Any ordinary shares acquired in contravention of the above provisions must be resold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period.
As long as ordinary shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on our balance sheet a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association provide that ordinary shares may be acquired in accordance with the law.
There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with us to the extent that the contract or the transaction is in our corporate interest.
Luxembourg law prohibits a director from participating in deliberations and voting on a transaction if (i) such director has a direct or indirect financial interest therein and (ii) the interests of such director conflict with our interests. The relevant director must disclose his or her personal financial interest to the board of directors and abstain from voting. The transaction and the director’s interest therein shall be reported to the next succeeding general meeting of shareholders.
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Under the DGCL, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.
In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.
Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors is authorized by the shareholders to issue further ordinary shares and, under certain conditions, to limit, restrict or waive preferential subscription rights of existing shareholders. The rights attached to the ordinary shares issued within the authorized share capital will be equal to those attached to existing ordinary shares and set forth in our articles of association. The authority of the board of directors to issue additional shares is valid for a period of up to five years unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting where at least half of the issued share capital is present or represented.
The authorized capital of the Company is US$11,500,000, divided into:
500,000,000 class A shares; and
65,000,000 class B shares.
Item 16H. Mine Safety Disclosure.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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Item 17. Financial Statements.
We have elected to provide financial statements pursuant to Item 18.
Item 18. Financial Statements.
The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this annual report. The audit report of Emmerich, Córdova y Asociados, S. Civil de R.L., an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.
Item 19. Exhibits.
The following documents are filed as part of this annual report:
Exhibit
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146
147
Filed herewith
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement annual report on its behalf.
AUNA S.A.
Title: Chief Financial Officer and Executive
Vice President
Date: April 22, 2026
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