Aenza A : OTROS HECHOS DE IMPORTANCIA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from

to

Commission file number 001-35991

AENZA S.A.A.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Av. Petit Thouars 4957

Miraflores

Lima 34, Peru

(Address of principal executive offices)

Zoila Horna Zegarra, Corporate Legal Vice President

Tel. [phone]

[e-mail]

Av. Petit Thouars 4957

Miraflores

Lima 34, Peru

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Firmado Digitalmente por:

DENNIS FERNANDO FERNANDEZ

ARMAS

Fecha: 13/05/2024 08:45:00 p.m.

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation

pursuant to Section 15(d) of the Act:

Title of each class

Common Shares, par value s/1.00 per share

American Depositary Shares

		Name of each exchange on which
Trading Symbol		registered
AENZAC1		Lima Stock Exchange
N/A*		N/A*

• On November 27, 2023, we filed a Form 25 with respect to the delisting of our American Depositary Shares
  ("ADSs") from the New York Stock Exchange ("NYSE"). The delisting became effective on December 7, 2023.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

At December 31, 20231,371,964,891 shares of common stock

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No

☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer	☐
		Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting
  Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15

U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board	☒

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

		TABLE OF CONTENTS
			Page
PART I. INTRODUCTION	1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3.	KEY INFORMATION	5
		A.[Reserved]	5
	B.Capitalization and Indebtedness	5
	C.	Reasons for the Offer and Use of Proceeds	5
	D.Risk Factors	5
ITEM 4.	INFORMATION ON THE COMPANY	36
	A.History and Development of the Company	36
	B.	Business Overview	39
	C.Organizational Structure	95

		D.Property, Plant and Equipment	97
ITEM 4A.	UNRESOLVED STAFF COMMENTS	97
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	97
	A.Operating Results	97
	B.	Liquidity and Capital Resources	122
	C.Research and Development, Patents and Licenses, Etc.	128
	D.Trend Information	128
	E. Critical Accounting Estimates	132
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	132
	A.Directors and Senior Management	132
	B.	Compensation	138
	C.Board Practices	139
		D.Employees	143
	E. Share Ownership	144
	F.	Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation.	144
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	145
	A.Major Shareholders	145
	B.Related Party Transactions	147
	C.	Interests of Experts and Counsel	147
ITEM 8.	FINANCIAL INFORMATION	148
		A.Consolidated Statements and Other Financial Information.	148
	B.Significant Changes.	155

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ITEM 9.	THE OFFER AND LISTING	155
	A.Offer and Listing Details	155
	B.	Plan of Distribution	156
	C.Markets	156
	D.Selling Shareholders	158
	E. Dilution	158
	F.	Expenses of the Issue	158
ITEM 10.	ADDITIONAL INFORMATION	158
	A.Share Capital	158
	B.Memorandum and Articles of Association	158
	C.	Material Contracts	158
	D.Exchange Controls	161
	E.	Taxation	161
	F. Dividends and Paying Agents	166
		G.Statement by Experts	166
	H.Documents on Display	167
	I.	Subsidiary Information	167
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	167
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	168
	A.Debt Securities	168
	B.	Warrants and Rights	168
	C.Other Securities	168
		D.American Depositary Shares	168
PART II.			169
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	169
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
	OF PROCEEDS	169

ITEM 15.	CONTROLS AND PROCEDURES	170
	A.Disclosure Controls and Procedures	170
	B.	Management's Annual Report on Internal Control Over Financial Reporting	170
	C.Report of the Independent Registered Public Accounting Firm on Internal Control over
		Financial Reporting	171
		D.Remediation Plan	171
	E. Changes in Internal Control Over Financial Reporting	172
ITEM 16.	[Reserved]	172
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT	172
ITEM 16B.	CODE OF ETHICS	172
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES	172
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	173
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
	PURCHASERS	173
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	173
ITEM 16G.CORPORATE GOVERNANCE	173
ITEM 16H.	MINE SAFETY DISCLOSURE	173
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
	INSPECTIONS	173
ITEM 16K.	CYBERSECURITY	174
ITEM 17.	FINANCIAL STATEMENTS	175
ITEM 18.	FINANCIAL STATEMENTS	175
ITEM 19.	EXHIBITS	176

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PART I. INTRODUCTION

Certain Definitions

All references to "we," "us," "our," "our company," "the Company," "the Group," and "AENZA" in this annual report are to AENZA S.A.A. (formerly, "Graña y Montero S.A.A."), a publicly-held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru ("Peru"). In this annual report, we refer to our principal subsidiaries, joint operations, joint ventures and associated companies as follows: (i) in our Infrastructure segment: Red Vial 5 S.A. as "Norvial"; Carretera Andina del Sur S.A. as "Survial"; Carretera Sierra Piura S.A.C as "Canchaque"; Tren Urbano de Lima S.A. (formerly, GyM Ferrovías S.A.) as "Línea 1"; Concesionaria La Chira S.A. as "La Chira"; and UNNA Transporte S.A.C. (formerly Concar S.A.C.) as "UNNA Transporte"; (ii) in our Energy segment: UNNA Energía S.A. (formerly GMP S.A.) as "UNNA Energía"; (iii) in our Real Estate segment: Viva Negocio Inmobiliario S.A. (formerly Viva GyM S.A.) as "Viva" and Inmobiliaria Almonte S.A.C. as "Almonte"; and

1. in our Engineering and Construction ("E&C") segment: Cumbra Peru S.A. (formerly GyM S.A.) as "Cumbra Peru"; Vial y Vives-DSD S.A. as "Vial y Vives-DSD"; Cumbra Ingeniería S.A. (formerly GMI S.A.) as "Cumbra Ingeniería"; Morelco S.A.S. as "Morelco". For more information on our subsidiaries, joint operations, joint ventures or associated companies, see Notes 6A, 6B, 6C, 6D, and 14 to our audited annual consolidated financial statements included in this annual report.

The term "U.S. dollar" and the symbol "US$" refer to the legal currency of the United States; the term "sol" and the symbol "S/" refer to the legal currency of Peru; the term "Chilean peso" and the symbol "CLP" refer to the legal currency of Chile; and the term "Colombian peso" and the symbol "COP" refer to the legal currency of Colombia.

Presentation of Financial Information

Our consolidated financial statements included in this annual report have been prepared in soles and in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"). Our annual consolidated financial statements as of December 31, 2022 and 2023, and for the years ended December 31, 2022 and 2023 have been audited by Emmerich, Córdova y Asociados S. Civil. de R.L. in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our annual consolidated financial statements as of December 31, 2021 and for the year ended December 31, 2021 have been audited by Moore Assurance S.A.S. (a member firm of Moore Global Network Limited) in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We manage our business in four reportable segments: (i) Infrastructure; (ii) Energy; (iii) Real Estate and

1. E&C. Prior to 2021, our Energy segment was part of our Infrastructure segment; however, during the fourth quarter of 2021, we changed our segment reporting to separately report our Energy business as its own segment. The historical segment financial information included in this annual report has been adjusted accordingly. For information on our results of operations by operating segment, see Note 7 to our audited annual consolidated financial statements included in this annual report.

Non-IFRS Data

In this annual report, we present Adjusted EBITDA, Adjusted EBITDA per Segment, Adjusted EBITDA Margin and Adjusted EBITDA Margin per Segment, as non-GAAP financial measures. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present Adjusted EBITDA, Adjusted EBITDA per Segment, Adjusted EBITDA Margin and Adjusted EBITDA Margin per Segment because we believe they provide readers with a supplemental measure of the financial performance of our core operations that facilitates period-to-period comparisons on a consistent basis. Our management uses Adjusted EBITDA, Adjusted EBITDA per Segment, Adjusted EBITDA Margin, and Adjusted EBITDA Margin per Segment, among other measures, for internal planning and performance measurement purposes. We believe that Adjusted EBITDA, Adjusted EBITDA per Segment, Adjusted EBITDA Margin and Adjusted EBITDA Margin per Segment are useful in evaluating our operating performance compared to other companies operating in our sectors because the calculation of Adjusted EBITDA generally eliminates the effect of financing and income tax expenses and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. Adjusted EBITDA and Adjusted EBITDA per Segment should not be construed as an alternative to net profit or operating profit, as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). Adjusted EBITDA, Adjusted EBITDA per Segment, Adjusted EBITDA Margin and Adjusted EBITDA Margin per Segment, as calculated by us, may not be comparable to similarly titled measures reported by other companies.

1

We define "Adjusted EBITDA" as net (loss) profit plus: financial income and expenses; interests for present value of financial asset or liability; income tax; and depreciation and amortization. We define "Adjusted EBITDA Margin" as Adjusted EBITDA divided by revenues. Also, we define "Adjusted EBITDA per Segment" as net (loss) profit per segment plus: financial income and expenses per segment; interests for present value of financial asset or liability per segment; income tax per segment; and depreciation and amortization per segment. We define "Adjusted EBITDA Margin per Segment" as Adjusted EBITDA per Segment divided by revenues per segment.

Currency Translations

Our consolidated financial statements are prepared in soles. For a description of our translation of amounts in currencies other than soles in our consolidated financial statements, see Note 2.C to our audited annual consolidated financial statements included in this annual report.

We have translated some of the soles amounts contained in this annual report into U.S. dollars and some U.S. dollars amounts contained in this annual report into soles, for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate soles amounts to U.S. dollars and U.S. dollars amounts into soles was S/3.713 to US$1.00, which was the average sale exchange rate for December 31, 2023, reported by the Peruvian Superintendence of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y AFPs, or "SBS"). For conversions of macroeconomic indicators (particularly in "Item 5.D. Operating and Financial Review and Prospects-Trend Information" in this annual report), average annual exchange rates for the currencies of each of the countries addressed are used. The Federal Reserve Bank of New York does not report a noon buying rate for soles. The U.S. dollar equivalent information presented in this annual report is provided solely for convenience of the reader and should not be construed as implying that the soles or other currency amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate.

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.

Backlog

This annual report includes our backlog (indicative of future revenues expected to be realized in relation to signed contracts) for part of our Infrastructure, Real Estate and E&C reportable segments. We do not include backlog in this annual report in: (i) our Infrastructure segment for our Norvial toll road concession because its revenues from the concession are derived from toll fees charged to vehicles using the highway, and, as a result, such revenues are dependent on vehicular traffic levels; and (ii) our Energy segment because: (a) our revenues from hydrocarbon extraction services are dependent on the amounts of oil and gas we produce and their market prices, which fluctuate significantly; (b) our revenues from our gas processing plant are dependent on the amount of gas we process and market prices for natural gas liquids, which fluctuate significantly; and (c) our revenues from our fuel storage terminal operation partially depend on the volume of fuel stored and dispatched. When we present backlog on a segment basis, we do not include eliminations that are included in our consolidated backlog. Backlog is not a measure defined by IFRS, and our methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog. Backlog is not audited. We have revised historical backlog data included in this annual report to exclude the presentation of entities that are presented as discontinued operations. For our definition of backlog, see "Item 4.B. Information on the Company-BusinessOverview-Backlog." See also "Item 3.D. Key Information-RiskFactors-Risks Related to our Company-Our backlog and our ratio of historical backlog to revenues may not be reliable indicators of future revenues or profit."

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Reserves Estimates

This annual report includes our estimates for proved reserves in Block V, where UNNA Energía provided hydrocarbon extraction services until October 2023, and Blocks III and IV, where UNNA Energía extracts hydrocarbon under license agreements with, Perupetro S.A. ("Perupetro"). These reserves estimates were prepared internally by our team of engineers and have not been audited or reviewed by any independent external engineers. For further information on these reserves estimates, see "Item 3. Key Information-D. Risk Factors-Risks Related to Our Company-Additional Risks Related to our Infrastructure Business" and "Item 4.B. Information on the Company-BusinessOverview-Infrastructure-Principal Infrastructure Lines of Business-Energy-Oil and Gas Production."

Market Information

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 infrastructure, energy, real estate, and E&C services industries in Peru and elsewhere in Latin America. We have made these estimates on the basis of our management's knowledge and statistics and other information, which we believe to be the most recently available as of the date of this annual report, from government agencies, industry professional organizations, industry publications and other sources. While we believe these estimates to be accurate as of the date of this annual report, we have not independently verified the data from third-party sources and our internal data has not been verified by any independent source. In this annual report we present gross domestic product ("GDP") both on a nominal and real basis. Real GDP is nominal GDP adjusted to exclude the effect of inflation. Unless otherwise indicated, references to GDP are to real GDP.

Measurements and Other Data

In this annual report, we use the following measurements:

• "m" means one meter, which equals approximately 3.28084 feet;
• "m2" means one square meter, which equals approximately 10.7630 square feet;
• "km" means one kilometer, which equals approximately 0.621371 miles;
• "hectare" means one hectare, which equals approximately 2.47105 acres;
• "tonne" means one metric ton, which equals approximately 2,204.6 pounds;
• "bbl" or barrel of oil means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters;
• "boe" means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters, determined using the ratio of 5,658 cubic feet of natural gas to one barrel of oil;
• "cf" means one cubic foot;
• "M," when used before bbl, boe or cf, means one thousand bbl, boe and cf, respectively;
• "MM," when used before bbl, boe or cf, means one million bbl, boe and cf, respectively;
• "MW" means one megawatt, which equals one million watts; and
• "Gwh" means one gigawatt hour, which equals one billion watt hours.

In this annual report, we use the term "accident incidence rate" with respect to our E&C segment, which is calculated as the number of injuries multiplied by 200,000 (which reflects 40 hours worked per week in a 50 -week year by 100 equivalent full-time workers) divided by the total number of hours worked by all full-time employees of our E&C segment during the relevant year.

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Forward-Looking Statements

This annual report contains forward-looking statements. Forward-looking statements convey our current expectations or forecasts of future events. These statements involve known and unknown risks, uncertainties, and

other factors, including those listed under "Item 3.D. Key Information-Risk Factors," which may cause our actual results, performance, or achievements to differ materially from the forward-looking statements that we make.

Forward-looking statements typically are identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "project," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Any or all of our forward-looking statements in this annual report may turn out to be inaccurate. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including, among others:

• the impact on our business reputation from our previous and ongoing association with affiliates of
  Odebrecht S.A. ("Odebrecht") in Peru and our alleged participation in what is referred to as the "construction club" in Peru;
• the effects of our agreement with Peruvian prosecutorial authorities ("Final Agreement on Settlement and Cooperation"), which includes, among other restrictions, significant penalties, admissions of guilt, and temporary ban to some companies of the Group from entering into new contracts with the Peruvian government for a period of two years starting from December 2023;
• the impact of the terms of Law No. 30,737 (which relates certain payments by entities accused of corruption), on our ability to make payments abroad;
• our ability to fund our working capital and other obligations, through cash flow from operating activities, financing sources or the sale of assets;
• our ability to comply with the covenants in our debt instruments or obtain waivers in the event of non- compliance;
• our ability to obtain financing on favorable terms, or at all, including performance bonds and similar financings required in the ordinary course of our business;
• our ability to consummate asset sales or other strategic transactions on favorable terms and on a timely basis, or at all;
• our ability to conclude our Corporate Reorganization (as defined herein), which is subject to certain conditions, including authorizations to be obtained from certain governmental authorities and private parties;
• our ability to transfer assets to trusts;
• global macroeconomic conditions, including commodity prices;
• economic, political and social conditions in the markets in which we operate, including the political disputes between the executive branch and congress in Peru, the appeal of a new constitution in Chile, and the last presidential elections in Colombia;

• major changes in governmental policies at the national, connection with infrastructure concessions, investments subsidies;

regional and municipal levels such as in in infrastructure and affordable housing

• social conflicts that disrupt infrastructure projects, particularly in the mining sector;
• interest rate fluctuation, inflation and devaluation or appreciation of the Peruvian sol, or Chilean peso or Colombian peso, in relation to the U.S. dollar (or other currencies in which we receive revenue);

4

• our backlog may not be a reliable indicator of future revenues or profit;
• the cyclical nature of some of our reportable segments;
• the level of capital investments and financings available for infrastructure projects of the types that we perform, both in the private and public sectors;
• competition in our markets, both from local and international companies;
• volatility in global prices of oil and gas, particularly as a result of the ongoing conflicts in the Middle East and Eastern Europe;
• changes in real estate market prices, customer demand, preference and purchasing power, and financing availability and terms;
• our ability to obtain zoning and other license requirements for our real estate development;
• changes in tax, environmental, health and safety, or other laws and regulations;
• natural disasters, severe weather or other events that may adversely impact our business; and
• other factors identified or discussed under "Item 3.D. Key Information-Risk Factors" of this annual report.

The forward-looking statements in this annual report represent our expectations and forecasts as of the date of this annual report. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this annual report.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

1. [Reserved]
2. Capitalization and Indebtedness Not applicable.
3. Reasons for the Offer and Use of Proceeds Not applicable.
4. Risk Factors