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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from ______________ to ______________

 Commission
File Number 001-35436

 TECNOGLASS
INC.

 (Exact
Name of Registrant as Specified in Its Charter)

 Cayman
 Islands

 98-1271120

 (State
 or Other Jurisdiction of

 Incorporation
 or Organization)

 (I.R.S.
 Employer

 Identification
 Number)

 3550
 NW 49th Street, Miami, Florida

 Avenida
 Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia

 33142

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 +1
305 638 5151

 (Registrant's
Telephone Number, Including Area Code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Ordinary
 Shares

 TGLS

 The
 New York Stock Exchange

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

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 requirement for the past 90 days.

 Yes
 No

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

by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 (Do
 not check if a smaller reporting company)

 Emerging
 growth company

 If
an emerging growth company, 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.

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.

 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.

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).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 As
of June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market
value of the ordinary shares held by non-affiliates of the registrant was approximately $ 1,128,225,470 based on its last reported sales
price of $51.66 on the NYSE.

 As
of February 29, 2024, there were 46,996,708 ordinary shares, $0.0001 par value per share, outstanding.

 Documents
Incorporated by Reference: None.

 TECNOGLASS
INC.

 FORM

 TABLE
OF CONTENTS

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [RESERVED].

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accountant Fees and Services.

 Item
 15.

 Exhibits and Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary.

 FORWARD
LOOKING STATEMENTS AND INTRODUCTION

 All
statements other than statements of historical fact included in this Annual Report on Form 10-K (this "Form 10-K") including,
without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations"
regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking
statements. When used in this Form 10-K, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward
looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the Securities and Exchange Commission. You are urged to carefully review the disclosures we make concerning
risks and uncertainties that may affect our business and future financial performance, including those made below under "Summary
Risk Factors" and in "Item 1A, Risk Factors" in this Form 10-K. Except as required by law, we do not undertake, and
hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made. All
subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph.

 Risk
Factors Summary

 Investors
should consider the risks and uncertainties described below that may affect our business and future financial performance. These and
other risks and uncertainties are more fully described below in section titled "Item 1A, Risk Factors" in this Form 10-K.
Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our
business, financial condition or results of operations could be materially and adversely affected.

 As
more fully set forth below under the section titled "Item 1A, Risk Factors" in this Form 10-K, principal risks and uncertainties
that may affect our business, financial condition or results of operations include the following risks:

 Risks
Related to Our Business Operations

 We
 operate in competitive markets, and our business could suffer if we are unable to adequately address potential downward pricing pressures
 and other factors that may reduce operating margins.

 Failure
 to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact
 on our financial condition and results of operation.

 The
 volatility of the cost of raw materials used to produce our products could materially adversely affect our results of operations
 in the future.

 We
 rely on third-party suppliers for raw materials and third-party transportation, each of which subjects us to risks and costs that
 we cannot control, and which risks and costs may materially adversely affect our operations.

 We
 may not realize the anticipated benefit through our joint venture with Saint-Gobain and the planned construction of a new plant as
 part of the joint venture may not be completed as planned.

 Our
 success depends upon our ability to develop new products and services, integrate acquired products and services and enhance existing
 products and services through product development initiatives and technological advances; any failure to make such improvements could
 harm our future business and prospects.

 The
 home building industry and the home repair and remodeling sector are regulated and any increased regulatory restrictions or changes
 in building codes could negatively affect our sales and results of operations.

 in building codes could lower the demand for our impact-resistant windows and doors.

 Equipment
 failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns
 that prevent us from producing our products.

 Our
 reliance on a single facility subjects us to concentrated risks.

 Customer
 concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows.

 If
 new construction levels and repair and remodeling markets decline, such market pressures could negatively affect our results of operations.

 Our
 business involves complex manufacturing processes that may cause personal injury or property damage, subjecting us to liabilities,
 possible losses, and other disruptions of our operations in the future, which may not be covered by insurance.

 The
 nature of our business exposes each of our subsidiaries to product liability and warranty claims that, if adversely determined, could
 negatively affect our financial condition and results of operations and the confidence of customers in our products.

 We
 are subject to potential exposure to environmental liabilities and are subject to environmental regulation and any such liabilities
 or regulation may negatively affect our costs and results of operations in the future.

 Weather
 can materially affect our business and we are subject to seasonality.

 Our
 results of operations could be significantly affected by foreign currency fluctuations and currency regulations.

 We
 are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects in the future.

 Certain
 of our officers and directors have been involved in litigation, investigations or other proceedings and may be so again in the future,
 the defense or prosecution of such matters could be time-consuming and could divert our management's attention and may have
 an adverse effect on us.

 We
 have entered into significant transactions with affiliates or other related parties, which may result in conflicts of interest.

 The
 interests of our controlling shareholders could differ from the interests of our other shareholders.

 We
 conduct all of our operations through our subsidiaries and will rely on payments from our subsidiaries to meet all of our obligations
 and may fail to meet our obligations if our subsidiaries are unable to make payments to us.

 Our
 indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

 Risks
Related to Colombia and Other Countries Where We Operate

 Our
 operations are located in Colombia, which may make it more difficult for U.S. investors to understand and predict how changing market
 and economic conditions will affect our financial results. It also may be difficult or impossible to enforce judgments of courts
 of the United States and other jurisdictions against our Colombian subsidiaries or any of their directors, officers and controlling
 persons.

 Economic
 and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.

 The
 Colombian Government and the Central Bank exercise significant influence on the Colombian economy.

 Factors
 such as Colombia's growing public debt and fluctuating exchange rates could adversely affect the Colombian economy.

 Economic
 instability in Colombia could negatively affect our ability to sell our products.

 Government
 policies and actions and judicial decisions in Colombia could significantly affect our results of operations and financial condition
 in the future.

 We
 are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results
 in the future.

 We
 are subject to trade investigations conducted by U.S. authorities over Colombian products that may result in additional duties for
 our products.

 Risks
Related to Us and Our Securities

 Because
 we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability
 to protect your rights through the U.S. Federal courts may be limited.

 If
 we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired,
 which could adversely affect our business.

 Anti-takeover
 provisions in our organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition
 would be beneficial to our shareholders, which could depress the price of our ordinary shares and prevent attempts by our shareholders
 to replace or remove our current management.

 We
 are a "controlled company," controlled by Energy Holding Corp., whose interest in our business may be different from
 ours or yours.

 We
 cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow
 generation could limit our ability to continue to pay dividends on our ordinary shares.

 If
 a United States person is treated as owning at least 10% of the value or voting power of our shares, such holder may be subject to
 adverse U.S. federal income tax consequences.

 Risks
Related to the COVID-19 Global Pandemic

 We
 face various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of COVID-19, which
 may have material adverse effects on our business, financial position, results of operations and/or cash flows.

 Certain
Frequently Used Terms

 Unless
the context otherwise requires:

 to the "Company", "Tecnoglass", the "group" and to "we", "us" or "our"
 are to Tecnoglass Inc., a Cayman Islands exempted company, and its subsidiaries;

 to "TG" are to Tecnoglass S.A.S;

 to "ES" are to C.I. Energ a Solar S.A.S E.S. Windows;

 to "ESW" are to ES Windows LLC, our indirect wholly-owned subsidiary, based in Florida;

 References
 to "VS" are to Ventanas Solar S.A.;

 to "Tecno LLC" are to Tecnoglass LLC;

 to "Tecno RE" are to Tecno RE LLC;

 to "ES Metals" are to ES Metals S.A.S.; and

 to "GM&P" are to GM&P Consulting and Glazing Contractors Inc.

 TRADEMARKS

 We
have proprietary rights to certain of the trademarks, service marks, and trade names used in this Form 10-K. Our registered trademarks
include El Poder de la Calidad, Energia Solar, Tecnoglass, Alutions, Eswindows, Tecnobend, Tecnoair, Tecnosmart, ECOMAX by ESWINDOWS,
ESWINDOWS Interiors, ESW Windows and Walls, Solartec by Tecnoglass, Prestige by ESWINDOWS, Eli by ESWINDOWS, Alessia by ESWINDOWS, Elite
Line by ESWindows, ULTRAVIEW by Tecnoglass, and MULTIMAX by ESWIDOWS. Solely for convenience, our trademarks, service marks, and trade
names referred to in this Form 10-K may appear without the or symbols, but such references are not intended to indicate,
in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade
names.

 MARKET
AND INDUSTRY DATA

 In
this Form 10-K, we refer to information and statistics regarding our industry, the size of certain markets and our position within the
sectors in which we compete. Some of the market and industry data contained in this Form 10-K is based on independent industry and trade
publications or other publicly available information, or information published by our customers, that we believe to be reliable sources,
while other information is based on our good-faith estimates, which are derived from our review of internal surveys, as well as independent
sources listed in this Form 10-K, and the knowledge and experience of our management in the markets in which we operate. The estimates
contained in this Form 10-K have also been based on information obtained from our customers, suppliers and other contacts in the markets
in which we operate. Although we believe that these independent sources and internal data are reliable as of their respective dates,
the information contained in them has not been independently verified, nor have we sought consent to refer to their reports, and we cannot
assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data
and the market share estimates set forth in this Form 10-K, and beliefs and estimates based thereon, may not be reliable. We have made
rounding adjustments to reach some of the figures included in this Form 10-K for ease of presentation. As a result, amounts shown as
totals in some tables may not be arithmetic aggregations of the amounts that precede them.

 PART
I

 Item
 1.

 Business.

 Overview

is a leading vertically integrated manufacturer, supplier and installer of architectural glass, windows, and associated aluminum and
vinyl products for the global commercial and residential construction markets. Tecnoglass earned the #1 spot on Forbe's list of
America's 100 most successful small-cap companies for 2024, and was rated the third largest glass fabricator in 2023 by Glass Magazine.
Headquartered in Barranquilla, Colombia, the Company operates out of a 5.6 million square foot vertically-integrated, state-of-the-art
manufacturing complex that provides easy access to the Americas, the Caribbean, and the Pacific. Tecnoglass supplies over 1,000 customers
in North, Central and South America, with the United States accounting for 95% of revenues. Tecnoglass's tailored, high-end products
are found on some of the world's most distinctive properties, including 100 Hood Park Drive (Boston), 601 West 29 th
St (New York). Norwegian Cruise Line Terminal B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge),
AE'O Tower (Honolulu), Salesforce Tower (San Francisco), and One Thousand Museum (Miami).

 Our
Business

 General

 We
are experienced and highly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting.
Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and other components. Our dedicated
and knowledgeable team serves a diverse range of commercial and residential construction projects worldwide, guaranteeing outstanding
products and seamless installation services. With a focus on innovation, combined with providing highly specified products with the highest
quality standards at competitive prices, we have developed a leadership position in each of our core markets. In the United States, which
is our largest market, we were ranked as the third largest glass fabricator serving the United States in 2023 by Glass Magazine. In addition,
we believe we are the leading glass transformation company in Colombia. Our customers, which include developers, general contractors
or installers for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings,
look to us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment
to exceptional service.

 With
over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products. Our offerings
include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized
in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically
designed for window manufacturing.

 Our
products are manufactured in a 5.6 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides
easy access to North, Central and South America, the Caribbean and the Pacific. Our products can be found on some of the most distinctive
buildings in these regions, including 100 Hood Park Drive (Boston), 601 West 29 th St (New York). Norwegian Cruise Line Terminal
B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge), AE'O Tower (Honolulu), Salesforce
Tower (San Francisco), and One Thousand Museum (Miami). Our track record of successfully delivering high profile projects has earned
us an increasing number of opportunities across the United States, evidenced by our expanding backlog and overall revenue growth.

 Our
structural competitive advantage is underpinned by our low-cost manufacturing footprint, vertically integrated business model and geographic
location. Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost
advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities.
Our lower cost manufacturing footprint allows us to offer competitive prices for our customers, while also providing innovative, high
quality and high value-added products, together with consistent and reliable service. We have historically generated high margin organic
growth based on our position as a value-added solutions provider for our customers.

 We
have a strong presence in the Florida market, which represents a substantial portion of our revenue stream and backlog. Our success in
Florida has primarily been achieved through sustained organic growth, with further penetration taking place into other highly populated
areas of the United States. As part of our strategy to become a fully vertically integrated company, we have supplemented our organic
growth with some acquisitions that have afforded us incremental control over our supply chain while maintaining efficient lead times.
For instance, in 2016, we completed the acquisition of ESW, which gave us control over the distribution of products into the United States
from our manufacturing facilities in Colombia. In March 2017, we completed the acquisition of GM&P, a consulting and glazing installation
business that was previously our largest installation customer.

 The
continued diversification of the group's presence and product portfolio is a core component of our strategy. In particular, we
are actively seeking to expand our presence in United States outside of Florida. Since 2017, we have been expanding our presence in U.S.
residential markets which went from less than 5% of our sales to nearly 40.3% of our sales for the full year 2023. We believe that the
quality of our products, coupled with our ability to price competitively given our structural advantages on cost, and our efficient lead
times given our vertically integrated model, will allow us to generate further growth in the future.

 We
have focused on working with The Power of Quality, always making sure that our vision of sustainability is immersed into every
aspect of our business, including social, environmental, economic and governance variables ("ESG"), that help us make decisions
and create value for our stakeholders. We purposefully implement initiatives aligned with our global sustainability strategy, which rests
on three fundamental pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering
our environment. As part of this strategy, the Company has voluntarily adhered to UN Global Compact Principles since 2017. In 2021, in
pursuit of our cooperation with the attainment of the Sustainable Development Goals ("SDGs") created by the United Nations,
we joined a program to dynamize, strengthen and make visible the reduction of greenhouse gas emissions set out by the Colombian government
by 51% in 2030 and to reach carbon neutrality by 2050.

 Competitive
Strengths

 Our
success has been grounded in our ability to offer high quality products at competitive prices and with efficient lead times. We are able
to competitively price our products, while still achieving strong margins, due to a number of unique cost advantages. In addition to
our vertically integrated business model, we benefit from structural cost advantages in manufacturing and distribution due to our geographic
location. Alongside these structural advantages, we are committed to quality, product innovation and customer service. We believe these
competitive strengths create a significant barrier to entry, which is underpinned and sustained by the experience of our senior management
team and the loyalty of our highly motivated employees.

 Vertical
Integration

 We
believe we are unique within the industry in vertically integrating the purchasing of raw materials and the manufacturing, distribution,
and installation of our products. By vertically integrating each of these functions, we are able to eliminate inefficiencies throughout
the supply chain and generate strong margins. These efficiencies are only enhanced as our business grows and we benefit from operating
leverage and economies of scale.

 On
May 3, 2019, we consummated a joint venture agreement with Compagnie de Saint-Gobain S.A. ("Saint-Gobain"), a world leader
in the production of float glass, a key component of our manufacturing process, whereby we acquired a 25.8% minority ownership interest
in Vidrio Andino Holdings S.A.S ("Vidirio Andino"), a Colombia-based subsidiary of Saint-Gobain. The purchase price for our
interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9 million was paid through the contribution
of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party in exchange for an aggregate of 1,557,142
ordinary shares of the Company, valued at $7.00 per share, which represented an approximate 33% premium based on the closing stock price
as of October 27, 2020.

 The
joint venture agreement includes plans to build a new plant in Galapa, Colombia that will be located approximately 20 miles from our
primary manufacturing facility, in which we will also have a 25.8% interest. The new plant will be funded with proceeds from the original
cash contribution made by us, operating cash flows from the Bogota plant, debt incurred at the joint venture level that will not be consolidated
into our company and an additional contribution by us of up to approximately $12.5 million if needed (based on debt availability or other
sources).

 This
joint venture has solidified our vertical integration strategy by providing us with an interest in the first stage of our production
chain, while securing ample glass supply for our expected production needs.

 This
business model also allows us to maintain strict quality control, from the sourcing of input materials to the installation of our finished
products. Our vertically integrated business model therefore enables us to provide consistent high-quality products to our end-customers.
Ownership of the entire production process also reduces our dependence on third parties, allowing us to respond more quickly to our customers'
needs and reducing lead-times for new or customized products.

 Our
vertical integration allowed us to successfully navigate the global supply chain constraints of 2020 and 2021 which severely impacted
many sectors of the global economy, including shortages in supply of materials, slowdown of logistic operations and cost inflation.

 Cost
of Production Advantages

 We
enjoy significant cost advantages because of our location in Colombia that we would not be able to realize if our production facility
was located in the United States. We believe we are able to offer competitive prices, in part, as a result of our low labor and energy
costs relative to those in the United States while maintaining efficient transportation costs into the markets we serve. Employees at
our manufacturing facilities in Colombia earn above the local minimum wage, yet these wages are typically much less than the cost of
a comparable employee located within the United States. In 2018, we completed a solar panel project with the capacity to generate approximately
five megawatts of eco-friendly energy on-site at our manufacturing facilities. This investment has allowed us to reduce energy costs,
while also having a positive tax effect due to our ability to deduct the investment from our taxable income in compliance with applicable
Colombian tax regulations. To date, more than 20,000 solar panels have been installed on the roofs of Colombian manufacturing plants
to generate reliable and clean energy. While enhancing production cost efficiencies, along with ESG initiatives, we entered into a long-term
power purchase agreement in a new project that will cogenerate 9MW through two gas engines with a heat recovery system.

 Low-Cost
Distribution

 Our
principal manufacturing facility is located in Barranquilla, Colombia, which is strategically located near three of the country's
major ports: Barranquilla, Cartagena and Santa Marta. These ports provide us with maritime access to all major global markets. The Barranquilla
port is just 16 kilometers away from our production facility. From there, our products can be shipped to Miami in three days and New
York in one week. In addition, for short lead-time projects, our products can be transported by air from Barranquilla to Houston or Miami
within a few hours.

 As
a result of the significant trade imbalance between Colombia and the United States for goods transported in container ships, we are able
to transport our products to the United States in containers that would otherwise return empty to the United States. We are therefore
able to distribute our products to the eastern, southern and western regions of the United States at very attractive rates, which are
often lower than a comparable domestic land shipment within the United States. Demand for high-specification architectural glass is typically
highest in large coastal cities, which we are able to ship to directly, while most of our competitors must utilize relatively expensive
land transportation services to deliver finished goods to these sites.

 Commitment
to Quality and Innovation

 Our
commitment to quality is evidenced by our significant investments in land, warehousing space, machinery and equipment. Since 2012, we
have invested more than $500 million in the latest technologies to enhance the efficiency and accuracy of our production lines, and ultimately
to improve the quality of the products that we deliver to our customers. We believe these significant investments position us to meet
our growth objectives over the next several years. We operate state-of-the-art glass making equipment, glass laminating lines, aluminum
presses, vinyl assembling lines, and high-volume insulating equipment which facilitate more precise manufacturing, enabling us to offer
a broader selection of and higher quality products and remain agile in responding to customer demands, while generating less raw material
waste.

 We
believe our investments in technology have positioned us well for continued growth in the years ahead given the flexibility afforded
by our current installed capacity, improved profitability, and enhanced cash generation. Recent examples of our high return investments
within the last two years include:

 of six window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site
 damage by 30%;

 Additional
 aluminum expansion project to increase capacity by approximately 400 tons/month;

 automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage
 by approximately 40%;

 Upgrading
 vacuum magnetron sputter coating machinery which will allow us to coat glass before tempering;

 of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal
 production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials;

 Acquiring
 1.5 million square feet of land adjacent to our existing facilities for future expansion
 and for our sport facility complex available to factory employees; and

 Establishing
 new vinyl window assembly lines with annualized capacity of approximately $300 million.

 Our
quality assurance department maintains rigorous oversight over the production process to ensure the consistent production of high-quality
products. In addition, we adhere to quality standards that meet all guidelines and requirements for the Insulating Glass Certification
Council ("IGCC") and Safety Glazing Certification Council ("SGCC") certification programs.

 Finally,
our commitment to quality also extends to our partnerships and alliances. Most notably, for certain products, we offer Kuraray Sentryglass.
These laminated glass interlayers are five times stronger than conventional laminating materials.

 Superior
Customer Service

 In
addition to manufacturing high quality products at competitive prices, our customer value proposition is supplemented by short lead-times,
on-time delivery and after-sale support. Through the coordinated efforts of our sales teams, product specialists and field service teams,
we deliver high quality service to our customers, from the initial order to the delivery and installation of our products, when applicable.
We believe our ability to accompany our clients throughout every phase of their projects' design, engineering, consulting, manufacturing
and installation along with our ability to coordinate these efforts as a one-stop-shop is a key differentiator from our competition.

 High
Barriers to Entry

 The
ability of new competitors to enter the markets that we serve is limited due to the technical certifications required on high specification
building projects, such as IGCC, IqNet Icontec 14001 and ISO 9001. We attribute our success, in large part, to our ability to produce
a broad range of sophisticated products, as well as our reputation for delivering high quality, made-to-order architectural glass and
building enclosures on time. Our employees have extensive training, knowledge and experience at manufacturing high specification products.
We believe the vertically-integrated nature of our operations means that there are high barriers to successfully entering our markets
and competing with us on price, quality and agility. In addition, the equipment needed to operate in the glass and window industry is
expensive, therefore requiring significant upfront capital investment.

 Loyal
and Highly Motivated Employees

 Capitalizing
on our various competitive advantages also requires a skilled and dedicated workforce. We actively encourage and facilitate the development
of our employees through rolling training programs, with multiple training sessions held every week. These programs increase the skills
of our employees and are designed to allow our employees to keep pace with the new technologies being installed at our manufacturing
facilities. We are committed to developing our employees and remaining at the forefront of technology in our industry. These investments
have also contributed to workplace safety, with our Lost Time Injury Frequency Rate (LTIFR), which measures the number of lost-time injuries
per million hours worked during the financial year, of 3.1% which is substantially lower than the average for manufacturing companies
in Colombia which stood at approximately 7.9% for 2023.

 We
value our employees and invest in them and our local communities. For several decades, our Tecnoglass ES Windows Foundation has committed
resources to create projects to assist and contribute to the region's development. For many years, we have allocated resources
from the foundation to initiate and support various regional development projects. In 2023, our scholarship program allowed over 551
students to pursue higher education at Colombian universities. We support local educational entities and organizations pursuing societal
change and community enhancement. Our multiple programs also include collaboration with partners to promote sports and encourage healthy
lifestyles among the youth. Our goal at the Tecnoglass ES Windows Foundation is to create positive and lasting impacts on our employees
and the communities we serve. Through our home improvement program, we acknowledge the commitment and dedication of the Tecnoglass group
employees by supporting them to enhance their homes or purchase their own, ensuring the well-being of their families. During 2023, we
delivered more than 110 housing improvements.

 These
and other initiatives have allowed us to maintain a strong relationship with the communities and our employees. We continuously strive
to make a difference for our people, contributing to building a better future for the region and our country.

 Strategy

 We
have identified the following strategic priorities that we believe are important in advancing our business:

Geographic Penetration in the United States

 We
have successfully established a leading reputation in the Florida construction market by providing high value, impact-resistant architectural
glass products. Our products have become widely regarded in Florida for their quality and are certified in compliance with all U.S. regulations.

 Sales
in Florida comprised 90% of United States revenue in the year ended December 31, 2023. In recent years, we have successfully grown our
geographic presence in the United States outside of Florida, particularly into markets along the east coast, and as a result, nearly
23% of our U.S. backlog is for projects outside of Florida. Coastal markets are particularly attractive to us, as they can be directly
accessed by ship, resulting in transportation costs from our manufacturing facilities that are similar to our transportation costs to
Florida. These regions are also affected by hurricanes, significant temperature fluctuations and other extreme forms of weather that
foster demand for our products. We are actively expanding our sales presence in these costal markets and have already successfully completed
several projects in large U.S. markets such as New York, Boston, Washington D.C. and Baltimore as well as cities along the U.S. Gulf
Coast, such as Houston.

 We
intend to continue growing the business organically outside of Florida. As we explore growth opportunities in new U.S. markets, we intend
to leverage the strong reputation we have developed with national commercial construction contractors, architects, and designers for
providing high quality products at the most competitive prices.

 In
late 2023, we entered into the vinyl window market, expanding our product portfolio to more than double our addressable market, and offering
customers a wider selection of solutions to meet their project needs. We intend to capitalize on our existing distribution base for our
aluminum products to obtain significant synergies given the significant number of dealers and distributors that already sell both aluminum
and vinyl windows. Additionally, we expect to benefit from a wider product offering in markets where vinyl made frames and windows are
more prevalent than aluminum ones.

 Penetrate
the U.S. Residential Market

 In
addition to increasing our penetration in the U.S., we continue to seek to further expand our offerings in the U.S. To this end, in April
2017, we launched "ES Windows: Elite Collection" and "ES Windows: Prestige Collection" to target the U.S. residential
new and replacement sectors. We have received significant interest for the new products within these categories to date and positive
reactions from our customers. Currently, residential sales represent a considerable portion of our total sales, and we believe we will
continue growing into this end market in the U.S through share gains, new products and a commitment to execution. We had a significant
demand in the U.S. residential market, representing 40.3% of our total sales for the year ended December 31, 2023, compared to less than
5% for the year ended December 31, 2017, and 42.8% for the year ended December 31, 2022. The U.S. private residential construction market
exceeded $900 billion in spending during the twelve months ended December 31, 2023, according to the United States Census Bureau. Residential
housing starts in the U.S. increased by 7.6% during December 2023 compared to December 2022, according to the U.S. Census Bureau. We
believe that our core strengths that have facilitated our success to date, namely the quality of our products and the structural cost
advantages that allows us to price our products competitively, will similarly contribute to our ongoing success and continued penetration
into the U.S. residential end market in order to target several other geographies. In line with the geographic penetration strategy,
we have started expanding our presence to other markets by opening product showrooms in other states. As of the date of this Annual Report,
showrooms in New York City and Charleston, SC have been opened to service its respective regions. Additionally, showrooms in Houston,
TX, and Bonita Springs, FL have been completed and are expected to be fully operational in early 2024.

 Continued
Investment in Technology to Meet Evolving Demands

 We
have a track record of developing innovative new products, and we intend to continue our focus on new product opportunities in the future.
We are constantly identifying shifts in global trends and customer needs and designing new products to meet those changes in demand.
In order to continue this success, it is critical that we invest in the latest technologies available in our industry. For example, with
the installation of our soft-coating facility, we became able to manufacture low emissivity glass that is energy efficient allowing us
to meet growing demand for "green" products.

 We
operate state-of-the-art architectural glass transformation equipment, glass laminating lines, aluminum presses, vinyl assembling lines,
and high-volume insulating equipment, which facilitate more precise manufacturing and generate less raw material waste. We seek to leverage
this platform of cutting-edge equipment to adapt our products to evolving demands in both current and new markets. We expect that our
focus on innovation, which is founded upon our investments in technology, will position us well to take advantage of new opportunities.

 We
have carried out enhancements at our glass and aluminum facilities to increase production capacity and automate operations. We anticipate
that these high return investments will continue generating efficiencies in the production processes. We improved efficiency in our glass
production during 2022 and 2023 by further automating certain key manufacturing processes to increase capacity, while reducing material
waste and overall lead times. In 2020, we completed the automation of our first two centralized aluminum warehouses for storing, sorting
and delivering aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems
and reduce on-site damage to materials which had a positive impact to our working capital through more effective inventory management.
In 2022, we invested in additional automation and capacity expansion which was fully operational by the second half of 2023. In addition,
during 2023, we made investments in our newly installed vinyl assembling lines to manufacture and distribute cutting-edge vinyl windows
for new and existing customers starting in November 2023. We expect to continue funding these capital investments mainly with cash on
hand.

 Rigorous
Adherence to Quality Standards

 Maintaining
the high-quality standards for which we have become known is essential to the execution of our strategy. All of our internal processes
are continually and independently supervised by Tecnoglass's Quality Assurance department. The Quality Assurance department maintains
rigorous oversight of optimization indicators covering energy, water, recyclable waste and other facets of the production process. Constant
monitoring of these indicators is integral to ensuring that we consistently produce high quality products. Approximately 5% of our production
is randomly selected to verify compliance with a variety of quality standards, such as water leaks, functionality, manufacturing, and
accessories, according to ASTM International ("ASTM") and American Architectural Manufacturers Association ("AAMA")
rules.

 These
measures allow us to effectively detect issues and take specific actions to mitigate their reoccurrence. As we grow and our use of technology
evolves, our Quality Assurance team must also evolve its tests, controls and remedies. We believe this rigorous adherence to quality
control will ensure that we will continue to provide the highest quality products and, ultimately, promote customer satisfaction.

 Products

 We
manufacture and sell the following products:

 Low-e
 Glass – low emissivity glass manufactured by depositing metal particles on the surface of the glass inside a vacuum chamber.
 This product offers excellent thermal insulation designed to improve energy efficiency of buildings.

 Laminated/Thermo-Laminated
 Glass - produced by bonding two glass sheets with an intermediate film in-between. As a safety feature, this product fractures
 into small pieces if it breaks.

 Thermo-Acoustic
 Glass - manufactured with two or more glass sheets separated by an aluminum or micro-perforated steel profile. This product has
 a double-seal system that ensures the unit's tightness, buffering noise and improving thermal control. This product serves
 as an excellent noise barrier, which is used especially in zones close to airports, traffic or wherever there are unpleasant sounds.

 Tempered
 Glass - glass subject to a tempering process through elevated temperatures resulting in greater superficial elasticity and resistance
 than conventional glass.

 Silk-Screened
 Glass - special paint is applied to glass using automatic machinery and numerical control, which ensures paint homogeneity and
 an excellent finish.

 Curved
 Glass - produced by bending a flat glass sheet over a mold, using an automated heat process, which maintains the glass'
 physical properties.

 Digital
 Print Glass - digital printing allows any kind of appearance required by the client, offering versatility to projects.

 Aluminum
 products - sold through our Alutions brand, includes bars, plates, profiles, rods and tubes used primarily in the manufacture
 of architectural glass settings including windows, doors, spatial separators and similar products.

 Curtain
 Wall / Floating facades - a non-structural window screen suspended outside a building and are available in many technical specifications
 for high performance required in high-rise buildings, resistant to strong winds and ensuring high quality standards.

 Stick
 facade systems – glass and aluminum facade elements are fixed to the structure of the building and the glass and spandrel
 are inserted in the grid on site available in many combinations to define colors, thickness, glass types and finishes, and types
 of ventilation and design complements.

 Windows
 and Doors - line of window and door products defined by the different types of glass finish, such as normal, impact resistant,
 hurricane-proof, safety, soundproof and thermal. Additionally, they are available in numerous structures made of aluminum and vinyl,
 including fixed body, sliding windows, casement windows, hung windows, sliding doors and swinging doors.

 Interior
 dividers and Commercial display windows - commercial and interior display windows with a broad range of profiles, colors and
 crystal finishes, as well as bathroom stall dividers, office cubicle separators and closets. Products combine functionality, aesthetics
 and elegance and are available in a broad range of structures and materials.

 Hurricane-proof
 windows - combine heavy-duty aluminum or vinyl frames with special laminated glass to provide protection from hurricane-force
 winds up to 180 mph and wind-borne debris by maintaining their structural integrity and preventing penetration by impacting objects.

 StormArmour
 – attachments for sliding doors that minimize water intrusion during severe weather
 events such as hurricanes, torrential rains, and winds.

 Other
 – awnings, structures, automatic doors and other components of architectural systems.

 Brands
and Trademarks

 Our
main brands are Tecnoglass, ESWindows and Alutions. Our registered trademarks include El Poder de la Calidad, Energia Solar, Tecnoglass,
Alutions, Eswindows, Tecnobend, Tecnoair, Tecnosmart, ECOMAX by ESWINDOWS, ESWINDOWS Interiors, ESW Windows and Walls, Solartec by Tecnoglass,
Prestige by ESWINDOWS, Eli by ESWINDOWS, Alessia by ESWINDOWS, Elite Line by ESWindows, ULTRAVIEW by Tecnoglass, and MULTIMAX by ESWIDOWS.
We rely on a combination of patent, trademark, unfair competition and trade secret laws, as well as confidentiality procedures and contractual
restrictions, to establish, maintain and protect our proprietary rights.

 Sales,
Marketing and Customer Service

 Sales
and Marketing

 Our
sales strategy primarily focuses on attracting and retaining customers by consistently providing exceptional customer service, leading
product quality, and competitive pricing. Our customers also value our shorter lead times, knowledge of building code requirements and
technical expertise, which collectively generate significant customer loyalty. We primarily market our products based on product quality,
outstanding service, shorter lead times and on-time delivery.

 Our
products are marketed using a combination of internal sales representatives, independent sales representatives and directly to distributors.
We believe this strategy is highly efficient for our business. Our internal sales representatives receive a portion of their performance-based
compensation based on sales and profitability metrics. Additionally, some of our sales and marketing efforts are handled by area sales
representatives who work on a commission basis.

 We
do not rely on significant traditional advertising expenditures to drive net sales. We have established and maintain credibility primarily
through the strength of our products, our customer service and quality assurance, the speed at which we deliver finished products and
the attractiveness of our pricing. Our advertising expenditures consist primarily of new showrooms opening, provisions for events, and
maintaining our subsidiaries' websites.

 Customer
Service

 We
believe that our ability to provide customers outstanding service is a strong competitive differentiator. Our customer relationships
are established and maintained through the coordinated efforts of our sales and production teams. We employ a highly responsive and efficient
team of professionals devoted to addressing customer support with the goal of resolving any issue in a timely manner. In order to promote
customer loyalty and employee development, we developed an employee training program with the primary objectives of educating our staff
to be aware of client and supplier needs and familiarizing them with our strategic goals in order to improve the competitiveness, productivity
and quality of all products offered.

 Working
Capital Requirements and Debt Facilities

the year ended December 31, 2023, we generated $138.8 million of cash from operating activities. We anticipate that working capital will
continue to be a net benefit to cash flow in the near future, which in addition to our current liquidity position, provides ample flexibility
to service our obligations through the next twelve months.

 Our
debt is comprised primarily of a Senior Secured Credit Facility which consists of a term loan and a Committed line of Credit. The term
loan had a balance of $172.5 million as of December 31, 2023 (with an additional $15 million paid down in January 2024), matures in late
2026 and bears interest at SOFR plus a spread of 1.5%. The committed line of credit of $150 million was fully unused as of December 31,
2023.

 Customers

 Our
customers include architects, building owners, general contractors and glazing contractors in the commercial construction market. We
currently have approximately 1,000 customers. Of our 100 largest customers, which represent over 80% of our sales during the twelve months
ended December 31, 2023, approximately 98% are located in North America and 2% in Latin America. No single customer accounted for more
than 10% of our revenues during the years ended December 31, 2023 and 2022.

 Materials
and Suppliers

 Our
primary manufacturing materials include glass, ionoplast, polyvinyl butyral, and aluminum and vinyl extrusions. Although in some instances
we have agreements with our suppliers, these agreements are generally terminable by us or the supplier counterparties on limited notice.
Typically, all of our materials are readily available from a number of sources, and no supplier delays or shortages are anticipated.

 We
source raw materials and glass necessary to manufacture our products from a variety of domestic and foreign suppliers. During the year
ended December 31, 2023, two suppliers accounted for more than 10% of total raw material purchases, and in aggregate both account for
22.1% of total raw material purchases. During the year ended December 31, 2022, one supplier accounted for more than 10% of total raw
material purchases.

 Warranties

 We
offer product warranties, which we believe are competitive for the markets in which our products are sold. The nature and extent of these
warranties depend upon the product. Our standard warranties are generally from five to ten years for architectural glass, curtain wall,
laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not provide the customer
with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications. In the event
of a claim against a product for which we have received a warranty from the supplier, we transfer the claim back to the supplier.

 The
cost associated with product warranties was $1.9 million and $2.4 million during the years ended December 31, 2023 and 2022, respectively.

 Certifications

 Among
our many designations and certifications, Tecnoglass has earned the Miami-Dade County Notice of Acceptance ("NOA"), one of
the most demanding certificates in the industry and a requirement to market hurricane-resistant glass in Florida. Tecnoglass's
products comply with Miami-Dade county's safety code standards as its laminated anti-hurricane glass resists impact, pressure,
water and wind. Tecnoglass is also the only company in Latin America authorized by PPG Industries and Guardian Industries to manufacture
floating glass facades.

 Our
subsidiaries have received a number of other certifications from other national and international standard-setting bodies.

 TG
certifications include:

 ISO
 9001:2008 Certificate of Quality Assurance

 ISO
 14001:2004 Certificate of Environmental Management

 ISO
 45001:2008. Occupational Health and Safety management System

 Exporter
 Authorized Economic Operator (AEO).

 NTC
 1578:2011: Product seal for safety glass used in construction, approved by ICONTEC.

 NTC
 2409:1994: Product seal for extruded aluminum alloy profiles, approved by ICONTEC.

 ANSI
 Z97.1-2015, CPSC 16 CFR 1201, CAN/CGSB 12.1-2017: Laminated and tempered safety glass, approved by Safety Glazing Certification Council
 "SGCC".

 ASTM
 E2190: Insulating glass meeting all guidelines and requirements for IGCC / IGMA certification approved by the Insulating
 Glass Certification Council and the Insulating Glass Manufactures Alliance "IGCC".

 Vitro
 Certified International Manufacturer Trademark license granted by Vitro for pre-selected projects and to produce certain MSVD coated
 products at the Solartec plant.

 Good
 handling of SentryGlas, Butacite and Trosifol products awarded by Kuraray for compliance with all requirements.

 Member
 of ACOLVISE (Colombia Association of Safety Glass Transformers)

 Member
 of Aluminium Extruder Xouncil (AEC)

 ES
certifications include:

 ISO
 9001:2008 Certificate of Quality Assurance

 ISO
 14001:2004 Certificate of Environmental Management

 ISO
 45001:2008. Occupational Health and Safety management System

 Exporter
 and Importer Authorized Economic Operator (AEO)

 CAP
 (Certified applicator program) PPG Industries certifies the highest level of coating application.

 Complies
 with NFRC (National Fenestration Rating Council) Energy Efficient Products

 Complies
 with NOA (Notice of Acceptance) Fenestration products for all areas of Florida, including hurricane zones.

 Complies
 with FBC (Florida Building Code) Hurricane protection products

 CAP
 (Certified applicator program) PPG Industries certifies the highest level of coating application

 Member
 of the American Architectural Manufacturers Association (AAMA)

 ESW
certifications include:

 Complies
with minimum security criteria for U.S. Importer of Customs Trade Partnership Against Terrorism (CTPAT) Tier 3 Category.

 Competitors

 We
have local and international competitors that also focus on glass and aluminum transformation, window ensemble and installation and designing
in the commercial and residential construction markets. The market in the United States in which we compete is mainly comprised of manufacturers,
distributors and installers of glass curtain walls, windows and doors for commercial and residential buildings. Based on our analysis
of the IBIS World Report, we estimate that we capture between 1% and 2% of the U.S. consolidated market by revenue (manufacturing and
services), which represents an attractive opportunity for further penetration. In Colombia, we believe we are the leading producer of
high-end windows, with over 40 years of experience in the glass and aluminum structure assembly market. The industry has a few well-known
players and is mostly fragmented and comprised of small competitors. We currently compete with companies such as Viracon (a subsidiary
within the Apogee Enterprises Inc. Group), PGT, Cardinal Glass and Oldcastle Glass among others in the United States and companies such
as Vitro, Vitelco and others in the Colombia and Latin America.

 The
key factors on which we and our competitors compete for business include quality, price, reputation, breadth of products and service
offerings, and production speed leading to shorter lead times. We face intense competition from both smaller and larger market players
who compete against us in our various markets including glass, window and aluminum manufacturing.

 The
principal methods of competition in the window and door industry are the development of long-term relationships with window and door
distributors and dealers, and the retention of customers by delivering a full range of high-quality customized products on demand with
short turnaround times while offering competitive pricing. The vertical integration of our operations, our geographic scope, low labor
costs and economies of scale have helped our subsidiaries consolidate their leading position in Colombia and bolstered their expansion
in the United States and other foreign markets.

 Government
Regulations

 We
are subject to extensive and varied federal, state, and local government regulation in the jurisdictions in which we operate, including
laws and regulations relating to zoning and density, building design and safety, hurricane and floods, construction, and similar matters.
In particular, the market for our impact-resistant windows and doors depends in large part on our ability to satisfy state and local
building codes that require protection from wind-borne debris. Additionally, certain of the jurisdictions in which we operate require
that installation of doors and windows be approved by competent authorities that grant distribution licenses. We have invested significantly
in our quality assurance department in order to maintain rigorous oversight over the production process to ensure the consistent production
of high-quality products. We have been certified in compliance with rigorous safety standards, as described in more detail in the section
titled " —Certifications."

 We
are subject to laws and regulations relating to our relationships with our employees, public health and safety and fire codes. Although
our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have
a material impact on our operations.

 Research
and Development

the years ended December 31, 2023, 2022 and 2021, we spent approximately $0.9 million, $0.6 million, and $0.7 million, respectively,
in research and development. The Company incurs costs related to the development of new products and pays for external tests that need
to be performed on our products in order to comply with strict building codes.

 Human
Capital

 As
of December 31, 2023, we had a total of 8,531 employees, none of whom is represented by a union. As of December 31, 2022, we had a total
of 8,770 employees. Most of our employees are hired through seven temporary staffing companies and are employed under one-year fixed-term
employment contracts. We actively encourage and facilitate the development of our employees through rolling training programs, with multiple
training sessions held on a weekly basis. These programs increase the skills of our employees and are designed to allow our employees
to keep pace with the new technologies being installed at our manufacturing facilities. We are committed to developing our employees
and remaining at the forefront of technology in our industry. These investments have also helped us manage workplace injuries, with a
Lost Time Injury Frequency Rate of 3.1%, which is considerably lower than the average rate of approximately 7.9% for glass and metal
manufacturing companies in Colombia for 2023. We have remained union-free since ES's incorporation in 1983. The Company considers
itself an equal opportunity employer and has constantly sought to seek the best talent irrespective of gender or ethnicity. While the
jobs associated to the core manufacturing operations are predominantly filled by males, our sales and administrative staff is comprised
of approximately 33% females and 67% males. From an ethnicity perspective, our labor force is diverse but predominantly Latino based
on our geographic location.

 Company
History

 We
are an exempted company incorporated under the laws of the Cayman Islands. We were incorporated in 2013 in connection with a business
combination between Tecnoglass subsidiaries TG and ES, and Andina Acquisition Corporation. TG and ES are corporations formed under the
laws of Colombia and founded in 1994 and 1983, respectively, by Jos M. Daes, our Chief Executive Officer, and Christian T. Daes,
our Chief Operating Officer.

 Additional
Information About the Company

 We
maintain websites for our subsidiaries, TG, ES Windows, GM&P and ES Metals, which can be found at
    respectively. The corporate filings of
Tecnoglass Inc., including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our
proxy statements and reports filed by our executive officers and directors under Section 16(a) of the Securities Exchange Act, and any
amendments to those filings, are available free of charge on the Investor Relations page at investors.tecnoglass.com, which are uploaded
as soon as reasonably practicable after we electronically file (or furnish in certain cases) such material with the Securities and Exchange
Commission, and can also be found at the SEC's website at  We do not intend for information contained in any of
our websites, including the Investor Relations pages, to be a part of this Form 10-K.

 Item
 1A.

 Risk
 Factors.

 You
should carefully consider the risks and uncertainties described below, together with the financial and other information contained in
this Annual Report on Form 10-K. Our business may also be adversely affected by risks and uncertainties not presently known to us or
that we currently believe to be immaterial. If any of the following risks, such other risks or the risks described elsewhere in this
Annual Report on Form 10-K, including in the section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" actually occur, our business, financial condition, operating results, cash flow and prospects could
be materially adversely affected. This could cause the trading price of our ordinary shares to decline.

 Risks
Related to Our Business Operations

 We
operate in competitive markets, and our business could suffer if we are unable to adequately address potential downward pricing pressures
and other factors that may reduce operating margins.

 The
principal markets that we serve are highly competitive. Competition is based primarily on the precision and range of achievable tolerances,
quality, price and the ability to meet delivery schedules dictated by customers. Our competition comes from companies of various sizes,
some of which have greater financial and other resources than we do and some of which have more established brand names in the markets
that we serve. We currently compete with companies such as Viracon (a subsidiary within the Apogee Enterprises Inc. Group), PGT, Cardinal
Glass and Oldcastle Glass among others in the United States and companies such as Vitro, Vitelco and others in the Colombia and Latin
America. Any of these competitors may foresee the course of market development more accurately than we will, develop products that are
superior to ours, have the ability to produce similar products at a lower cost than us or adapt more quickly than we can to new technologies
or evolving customer requirements. Increased competition could force us to lower our prices or to offer additional services at a higher
cost to us, which could reduce gross profit and net income. Accordingly, we may not be able to adequately address potential downward
pricing pressures and other factors, which may adversely affect our financial condition and results of operations.

 Failure
to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our
financial condition and results of operation.

 If
our products or services have performance, reliability or quality problems, or products are installed with incompatible glazing materials,
we may experience additional warranty and service expenses, reduced or canceled orders, diminished pricing power, higher manufacturing
or installation costs or delays in the collection of accounts receivable. Additionally, performance, reliability, or quality claims from
our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention
of management and involve significant monetary damages that could negatively affect our financial results.

 The
volatility of the cost of raw materials used to produce our products could materially adversely affect our results of operations in the
future.

 The
cost of raw materials included in our products, including aluminum extrusion and polyvinyl butyral, are subject to significant fluctuations
derived from changes in price or volume. A variety of factors over which we have no control, including global demand for aluminum, fluctuations
in oil prices, speculation in commodities futures and the creation of new laminates or other products based on new technologies, impact
the cost of raw materials which we purchase for the manufacture of our products.

 We
quote our prices of aluminum products based on the price of aluminum in the London Metal Exchange plus a premium, and our suppliers of
glass and polyvinyl butyral provide us with price lists that are updated annually, thus reducing the risk of changing prices for orders
in the short term. While we may attempt to minimize the risk from severe price fluctuations by entering into aluminum forward contracts
to hedge these fluctuations in the purchase price of aluminum extrusion we use in production, substantial, prolonged upward trends in
aluminum prices could significantly increase the cost of our aluminum needs and have an adverse impact on our results of operations.
If we are not able to pass on significant cost increases to our customers, our results in the future may be negatively affected by a
delay between the cost increases and price increases in our products. Accordingly, the price volatility of raw materials could adversely
affect our financial condition and results of operations in the future.

 We
depend on third-party suppliers for our raw materials and any failure of such third-party suppliers in providing raw materials could
negatively affect our ability to manufacture our products.

 Our
ability to offer a wide variety of products to our customers depends on receipt of adequate material supplies from manufacturers and
other suppliers. It is possible in the future that our competitors or other suppliers may create products based on new technologies that
are not available to us or are more effective than our products at surviving hurricane-force winds and wind-borne debris or that they
may have access to products of a similar quality at lower prices. Although in some instances we have agreements with our suppliers, these
agreements are generally terminable by us or the supplier counterparties on limited notice. We have a fixed set of maximum price rates,
and from those prices we negotiate with the supplier of the material depending on the project. We source raw materials and glass necessary
to manufacture our products from a variety of domestic and foreign suppliers. During the year ended December 31, 2023, two suppliers
accounted for more than 10% of total raw material purchases, and in aggregate both account for 22.1% of total raw material purchases.
Failures of third-party suppliers to provide raw materials to us in the future could have an adverse impact on our operating results
or our ability to manufacture our products.

 We
rely on third-party transportation, which subjects us to risks and costs that we cannot control, and which risks and costs may materially
adversely affect our operations.

 We
rely on third party trucking companies to transport raw materials to the manufacturing facilities used by each of our businesses and,
to a lesser degree, to ship finished products to customers. These transport operations are subject to various hazards and risks, including
extreme weather conditions, work stoppages and operating hazards, as well as interstate transportation regulations. In addition, the
methods of transportation we utilize may be subject to additional, more stringent and more costly regulations in the future. If we are
delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new regulations or public policy
changes related to transportation safety, or these transportation companies fail to operate properly, or if there were significant changes
in the cost of these services due to new or additional regulations, or otherwise, we may not be able to arrange efficient alternatives
and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our revenues and costs of
operations. Transportation costs represent a significant part of our cost structure. If our transportation costs increased substantially,
due to prolonged increases in fuel prices or otherwise, we may not be able to control them or pass the increased costs onto customers,
and our profitability would be negatively impacted.

 We
may not realize the anticipated benefit through our joint venture with Saint-Gobain as the construction of a new plant as part of the
joint venture may not be completed as planned.

 On
May 3, 2019, we acquired an approximately 25.8% minority interest in Vidrio Andino's float glass plant in the outskirts of Bogota,
Colombia in connection with our joint venture agreement with Saint-Gobain. We believe this joint venture has solidified our vertical
integration strategy by providing us with an interest in the first stage of our production chain, while securing ample glass supply for
our expected production needs. Although our glass supply ran smoothly during 2023, we may be unable to fully realize the planned synergies
and fail to integrate some aspects of the facility's production capacity into our manufacturing process, which may have a negative
impact on our financial condition in the future. Additionally, the joint venture agreement includes plans to build a new plant in Galapa,
Colombia that will be located approximately 20 miles from our primary manufacturing facility in which we will also have a 25.8% interest.
The new plant will be funded with the original cash contribution made by the Company, operating cash flows from the Bogota plant, and
debt incurred at the joint venture level that will not consolidate into the Company.

 There
can be no assurance that the anticipated joint venture cost synergies, increases in capacity or production and optimization of certain
manufacturing processes associated with the reduction of raw material waste, and supply chain synergies, including purchasing raw materials
at more advantageous prices, will be achieved, or that they might not be significantly and materially less than anticipated, or that
the completion of the joint venture with Saint-Gobain will be timely or effectively accomplished. In addition, our ability to realize
the anticipated cost synergies and production capacity increases are subject to significant business, economic and competitive uncertainties
and contingencies, many of which are beyond our control, such as changes to government regulation governing or otherwise impacting our
industry, operating difficulties, client preferences, changes in competition and general economic or industry condition.

 Constructing
a new manufacturing facility involves risks, including financial, construction and governmental approval risks. If Vidrio Andino's
plant fails to produce the anticipated cash flow, if we are unable to allocate the required capital to the new plant, if we are unable
to secure the necessary permits, approvals or consents or if we are unable to enter into a contract for the construction of the plant
on suitable terms, we will fail to realize the expected benefits of the joint venture.

 The
success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquisitions
and to retain key employees of our acquired businesses.

 A
portion of our historical growth has occurred through acquisitions, and we may enter into additional acquisitions in the future. We may
at any time be engaged in discussions or negotiations with respect to possible acquisitions, including transactions that would be significant
to us. We regularly make, and we expect to continue to make, acquisition proposals, and we may enter into letters of intent for acquisitions.
We cannot predict the timing of any contemplated transactions. To successfully finance such acquisitions, we may need to raise additional
equity capital and indebtedness, which could increase our leverage level. We cannot assure you that we will enter into definitive agreements
with respect to any contemplated transactions or that transactions contemplated by any definitive agreements will be completed on time
or at all. Our growth has placed, and will continue to place, significant demands on our management and operational and financial resources.
Acquisitions involve risks that the businesses acquired will not perform as expected and that business judgments concerning the value,
strengths and weaknesses of acquired businesses will prove incorrect.

 Acquisitions
may require integration of acquired companies' sales and marketing, distribution, purchasing, finance and administrative organizations,
as well as exposure to different legal and regulatory regimes in jurisdictions in which we have not previously operated. We may not be
able to successfully integrate any business we may acquire or have acquired into our existing business, and any acquired businesses may
not be profitable or as profitable as we had expected. Our inability to complete the integration of new businesses in a timely and orderly
manner could increase costs and lower profits. Factors affecting the successful integration of acquired businesses include, but are not
limited to, the following:

 We
 may become liable for certain liabilities of any acquired business, whether or not known to us. These risks could include, among
 others, tax liabilities, product liabilities, asbestos liabilities, environmental liabilities, pension liabilities and liabilities
 for employment practices and they could be significant.

 Substantial
 attention from our senior management and the management of the acquired business may be required, which could decrease the time that
 they have to service and attract customers.

 The
 complete integration of acquired companies depends, to a certain extent, on the full implementation of our financial systems and
 policies.

 We
 may actively pursue a number of opportunities simultaneously and we may encounter unforeseen expenses, complications and delays,
 including difficulties in employing sufficient staff and maintaining operational and management oversight.

 We
may not be able to realize the expected return on our growth and efficiency capital expenditure plan.

 In
recent years we have made significant capital expenditures which include:

 of six window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site
 damage by 30%;

 Additional
 aluminum expansion project to increase capacity by approximately 400 tons/month;

 automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage
 by approximately 40%;

 Upgrading
 vacuum magnetron sputter coating machinery which will allow us to coat glass before tempering;

 of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal
 production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials;

 Acquiring
 1.5 million square feet of land adjacent to our existing facilities for future expansion
 and for our sport facility complex available to factory employees; and

 Establishing
 new vinyl window assembly lines with annualized capacity of approximately $300 million

 There
can be no assurance that the anticipated cost saving initiatives will be achieved, or that they will not be significantly and materially
less than anticipated, or that the completion of such cost savings initiatives will be effectively accomplished. In addition, our ability
to realize the anticipated cost savings are subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control, such as changes to government regulation governing or otherwise impacting our industry, operating
difficulties, client preferences, changes in competition and general economic or industry condition. If we fail to realize the anticipated
cost savings it could have a negative impact on our financial position.

 Our
success depends upon our ability to develop new products and services, integrate acquired products and services and enhance existing
products and services through product development initiatives and technological advances. Any failure to make such improvements could
harm our future business and prospects.

 We
have continuing programs designed to develop new products and to enhance and improve our existing products. We are expending resources
for the development of new products in all aspects of our business, including products that can reach a broader customer base. Some of
these new products must be developed due to changes in legislative, regulatory or industry requirements or in competitive technologies
that render certain of our existing products obsolete or less competitive. The successful development of our products and product enhancements
are subject to numerous risks, both known and unknown, including unanticipated delays, access to significant capital, budget overruns,
technical problems and other difficulties that could result in the abandonment or substantial change in the design, development and commercialization
of these new products. The events could have a materially adverse impact on our results of operations.

 Given
the uncertainties inherent with product development and introduction, including lack of market acceptance, we cannot provide assurance
that any of our product development efforts will be successful on a timely basis or within budget, if at all. Failure to develop new
products and product enhancements on a timely basis or within budget could harm our business and prospects. In addition, we may not be
able to achieve the technological advances necessary for us to remain competitive, which could have a materially negative impact on our
financial condition.

 The
home building industry and the home repair and remodeling sector are regulated, and any increased regulatory restrictions could negatively
affect our sales and results of operations.

 The
home building industry and the home repair and remodeling sector are subject to various local, state, and federal statutes, ordinances,
rules and regulations concerning zoning, building design and safety, hurricane and floods, construction, and similar matters, including
regulations that impose restrictive zoning and density requirements in order to limit the number of homes that can be built within the
boundaries of a particular area. Increased regulatory restrictions could limit demand for new homes and home repair and remodeling products,
which could negatively affect our sales and results of operations. We may not be able to satisfy any future regulations, which consequently
could have a negative effect on our sales and results of operations.

in building codes could lower the demand for our impact-resistant windows and doors.

 The
market for our impact-resistant windows and doors depends in large part on our ability to satisfy state and local building codes that
require protection from wind-borne debris. If the standards in such building codes are raised, we may not be able to meet such requirements,
and demand for our products could decline. Conversely, if the standards in such building codes are lowered or are not enforced in certain
areas, demand for impact-resistant products may decrease. If we are unable to satisfy future regulations, including building code standards,
it could negatively affect our sales and results of operations. Further, if states and regions that are affected by hurricanes but do
not currently have such building codes fail to adopt and enforce hurricane protection building codes, our ability to expand our business
in such markets may be limited.

 We
are subject to labor, and health and safety regulations, and may be exposed to liabilities and potential costs for lack of compliance.

 We
are subject to labor and health and safety laws and regulations that govern, among other things, the relationship between us and our
employees and the health and safety of our employees. If we are found to have violated any labor or health and safety laws, we may be
exposed to penalties and sanctions, including the payment of fines. In particular, most of our employees are hired through temporary
staffing companies and are employed under one-year fixed-term employment contracts. According to applicable labor law regarding temporary
staffing companies, if we exceed the limits for hiring temporary employees and the Colombian Ministry of Labor identifies the existence
of illegal outsourcing, sanctions may be imposed along with probable lawsuits by employees claiming the existence of a labor relationship.
Our subsidiaries could also be subject to work stoppages or closure of operations.

 The
above could result in cancellation or suspension of governmental registrations, authorizations and licenses issued by other authorities,
any one of which may result in interruption or discontinuity of business, and could, consequently, materially and adversely affect our
business, financial condition or results of operation.

 Equipment
failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns
that prevent us from producing our products.

 An
interruption in production capabilities at any of our facilities because of equipment failure or other reasons could result in our inability
to produce our products, which would reduce our sales and earnings for the affected period. In addition, we generally manufacture our
products only after receiving the order from the customer and thus do not hold large inventories. If there is a stoppage in production
at our manufacturing facilities, even if only temporarily, or if they experience delays because of events that are beyond our control,
delivery times could be severely affected. Any significant delay in deliveries to our customers could lead to increased product returns
or cancellations and cause us to lose future sales. Our manufacturing facilities are also subject to the risk of catastrophic loss due
to unanticipated events such as fires, explosions, or violent weather conditions. If we experience plant shutdowns or periods of reduced
production because of equipment failure, delays in deliveries or catastrophic loss, it could have a material adverse effect on our results
of operations or financial condition. Further, we may not have adequate insurance to compensate for all losses that result from any of
these events.

 Our
reliance for a majority of our business on a single facility subjects us to concentrated risks.

 We
currently operate the vast majority of our business from a single production facility in Barranquilla, Colombia. Due to the lack of diversification
in our assets and geographic location, an adverse development at or impacting our facility or in local or regional economic or political
conditions could have a significantly greater impact on our results of operations and financial condition than if we maintained more
diverse assets and locations. While we implement preventative and proactive maintenance at our facility, it is possible that we could
experience prolonged periods of reduced production and increased maintenance and repair costs due to equipment failures. In addition,
because of our single facility and location, in certain cases we rely on limited or single suppliers for significant inputs, such as
electricity. We are also reliant on the adequacy of the local skilled labor force to support our operations. Supply interruptions to
or labor shortages or stoppages at our facility could be caused by any of the aforementioned factors, many of which are beyond our control,
and would adversely affect our operations and we would not have any ability to offset this concentrated impact with activities at any
alternative facilities or locations.

 Customer
concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows.

 Our
ten largest third-party customers worldwide collectively accounted for 34% of our total sales revenue for the year ended December 31,
2023, though no single customer accounted for more than 10% of annual revenues. We also do not have any long-term requirements contracts
pursuant to which we would be required to fulfill customer orders on an as-needed basis.

 Although
the customary terms of our arrangements with customers in Latin America and the Caribbean typically require a significant upfront payment
ranging from between 30% and 50% of the cost of an order, if a large customer were to experience financial difficulty, or file for bankruptcy
or similar protection, or if we were unable to collect amounts due from customers that are currently under bankruptcy or similar protection,
it could adversely impact our results of operations, cash flows and asset valuations. Therefore, the risk we face in doing business with
these customers may increase. Financial problems experienced by our customers could result in the impairment of our assets, a decrease
in our operating cash flows and may also reduce or curtail our customers' future use of our products and services, which may have
an adverse effect on our revenues.

 Disagreements
between the parties can arise as a result of the scope and nature of the relationship and ongoing negotiations. Although we do not have
any disputes with any major customers as of the date hereof that are expected to have a material adverse effect on our financial position,
results of operations or cash flows, we cannot predict whether such disputes will arise in the future.

 Our
results may not match our provided guidance or the expectations of securities analysts or investors, which likely would have an adverse
effect on the market price of our securities.

 Our
results may fall below provided guidance and the expectations of securities analysts or investors in future periods. Our results may
vary depending on a number of factors, including, but not limited to, fluctuating customer demand, delay or timing of shipments, construction
delays or cancellations due to lack of financing for construction projects or market acceptance of new products. Manufacturing or operational
difficulties that may arise due to quality control, capacity utilization of our production equipment or staffing requirements may also
adversely affect annual net sales and operating results. Moreover, where we participate in fixed-price contracts for installation services,
changes in timing of construction projects or difficulties or errors in their execution caused by us or other parties, could result in
a failure to achieve expected results. In addition, competition, including new entrants into our markets, the introduction of new products
by competitors, adoption of improved technologies by competitors and competitive pressures on prices of products and services, could
adversely affect our results. Finally, our results may vary depending on raw material pricing, the potential for disruption of supply
and changes in legislation that could have an adverse impact on labor or other costs. Our failure to meet our provided guidance or the
expectations of securities analysts or investors would likely adversely affect the market price of our securities.

 If
new construction levels and repair and remodeling markets decline, such market pressures could negatively affect our results of operations.

 The
architectural glass industry is subject to the cyclical market pressures of the larger new construction and repair and remodeling markets.
In turn, these larger markets may be affected by adverse changes in economic conditions such as demographic trends, employment levels,
interest rates, commodity prices, availability of credit and consumer confidence, as well as by changing needs and trends in the markets,
such as shifts in customers' preferences and architectural trends. Any future downturn or any other negative market pressures could
negatively affect our results of operations in the future, as margins may decrease as a direct result of an overall decrease in demand
for our products. Additionally, we may have idle capacity which may have a negative effect on our cost structure.

 We
may be adversely affected by disruptions to our manufacturing facilities or disruptions to our customer, supplier or employee base.

 Any
disruption to our facilities resulting from weather-related events, fire, an act of terrorism or any other cause could damage a significant
portion of our inventory, affect our distribution of products and materially impair our ability to distribute products to customers.
We could incur significantly higher costs and longer lead times associated with distributing our products to customers during the time
that it takes for us to reopen or replace a damaged facility. In addition, if there are disruptions to our customer and supplier base
or to our employees caused by weather-related events, acts of terrorism, pandemics, or any other cause, our business could be temporarily
adversely affected by higher costs for materials, increased shipping and storage costs, increased labor costs, increased absentee rates
and scheduling issues. Any interruption in the production or delivery of our supplies could reduce sales of our products and increase
costs.

 Our
business involves complex manufacturing processes that may cause personal injury or property damage, subjecting us to liabilities, possible
losses, and other disruptions of our operations in the future, which may not be covered by insurance.

 Our
business involves complex manufacturing processes. Some of these processes involve high pressures, temperatures, hot metal and other
hazards that present certain safety risks to workers employed at our manufacturing facilities. The potential exists for accidents involving
death or serious injury. Although our management is highly committed to health and safety, since January 2014, two fatalities have occurred
at our operations. The potential liability resulting from any such accident to the extent not covered by insurance, could result in unexpected
cash expenditures, thereby reducing the cash available to operate our business. Such an accident could disrupt operations at any of our
facilities, which could adversely affect our ability to deliver products to our customers on a timely basis and to retain our current
business.

 Operating
hazards inherent in our business, some of which may be outside of our control, can cause personal injury and loss of life, damage to
or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the risks
we believe are consistent with industry practice, but this insurance may not be adequate or available to cover all losses or liabilities
we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts
accrue based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However,
liabilities subject to insurance are difficult to estimate due to unknown factors, including the severity of an injury, the determination
of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety programs. If
we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these
claims.

 The
nature of our business exposes each of our subsidiaries to product liability and warranty claims that, if adversely determined, could
negatively affect our financial condition and results of operations and the confidence of customers in our products.

 Our
subsidiaries are, from time to time, involved in product liability and product warranty claims relating to the products they manufacture
and distribute that, if adversely determined, could adversely affect our financial condition, results of operations and cash flows. In
addition, they may be exposed to potential claims arising from the conduct of homebuilders and home remodelers and their sub-contractors.
We may not be able to maintain insurance on acceptable terms or insurance may not provide adequate protection against potential liabilities
in the future. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for
significant periods, regardless of the ultimate outcome. Claims of this nature could also have a negative impact on customer confidence
in our products and us.

 We
are subject to potential exposure to environmental liabilities and are subject to environmental regulation and any such liabilities or
regulation may negatively affect our costs and results of operations in the future.

 Our
subsidiaries are subject to various national, state and local environmental laws, ordinances and regulations that are frequently changing
and becoming more stringent. Although we believe that our facilities are materially in compliance with such laws, ordinances and regulations,
we cannot be certain that we will, at all times, be able to maintain compliance. Furthermore, as owners of real property, our subsidiaries
can be held liable for the investigation or remediation of contamination on such properties, in some circumstances, without regard to
whether we knew of or were responsible for such contamination. Remediation may be required in the future because of spills or releases
of petroleum products or hazardous substances, the discovery of unknown environmental conditions, or more stringent standards regarding
existing residual contamination. Environmental regulatory requirements may become more burdensome, increase our general and administrative
costs, the availability of construction materials, raw materials and energy, and increase the risk that our subsidiaries incur fines
or penalties or be held liable for violations of such regulatory requirements. New regulations regarding climate change may also increase
our expenses and eventually reduce our sales.

 Recently,
a coalition of U.S. producers of aluminum extrusions filed a petition with U.S. trade authorities requesting the imposition of anti-dumping
duties against imports of aluminum extrusions from Colombia. As we are the main extruder of aluminum in Colombia, we volunteered as a
mandatory respondent in the investigation and provided certain requested information. The investigation is not expected to be completed
until late in the second half of 2024. As a result of this investigation, imports of our goods which are considered subject merchandise
might be subject to anti-dumping duties. If that were the case, it might adversely impact our results of operations.

 Weather
can materially affect our business and we are subject to seasonality.

 Seasonal
changes and other weather-related conditions can adversely affect our business and operations through a decline in both the use and production
of our products and demand for our services. Adverse weather conditions, such as extended rainy and cold weather in the spring and fall,
can reduce demand for our products and reduce sales or render our distribution operations less efficient. Major weather events such as
hurricanes, tornadoes, tropical storms and heavy snows with quick rainy melts could adversely affect sales in the near term.

 Construction
materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and
fall. Warmer and drier weather during the second and third quarters typically result in higher activity and revenue levels during those
quarters. The first quarter typically has lower levels of activity partially due to inclement weather conditions. The activity level
during the second quarter varies greatly with variations in temperature and precipitation.

 Our
results of operations could be significantly affected by foreign currency fluctuations and currency regulations.

 We
are subject to risks relating to fluctuations in currency exchange rates that may affect our sales, cost of sales, operating margins
and cash flows. During the year ended December 31, 2023, approximately 3% of our revenues and 24% of our expenses were in Colombian pesos.
The remainder of our expenses and revenues were denominated, priced and realized in U.S. Dollars. In the future, and especially as we
further expand our sales in other markets, our customers may increasingly make payments in non-U.S. currencies. In addition, currency
devaluation can result in a loss to us if we hold monetary assets in that currency. Hedging foreign currencies can be difficult and costly,
especially if the currency is not actively traded. We cannot predict the effect of future exchange rate fluctuations on our operating
results.

 In
addition, we are subject to risks relating to governmental regulation of foreign currency, which may limit our ability to:

 transfer
 funds from or convert currencies in certain countries;

 repatriate
 foreign currency received in excess of local currency requirements; and

 repatriate
 funds held by foreign subsidiaries to the United States at favorable tax rates.

 Furthermore,
the Colombian government and the Colombian Central Bank intervene in the country's economy and occasionally make significant changes
in monetary, fiscal and regulatory policy, which may include the following measures:

 controls
 on capital flows; or

 international
 investments and exchange regime.

 For
a more detailed description of foreign exchange regulations in Colombia, see "Risk factors – Risks Related to Colombia and
Other Countries Where We Operate – The Colombian government and the Central Bank exercise significant influence on the Colombian
economy".

 As
we continue to increase our operations in foreign countries, there is an increased risk that foreign currency controls may create difficulty
in repatriating profits from foreign countries in the form of taxes or other restrictions, which could restrict our cash flow.

 We
are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects in the future.

 Our
continued success depends largely upon the continued services of our senior management and certain key employees. Each member of our
senior management teams has substantial experience and expertise in his or her industry and has made significant contributions to our
growth and success. However, we do not have employment agreements in place for any of our executive officers. Accordingly, we face the
risk that members of our senior management may not continue in their current positions and the loss of the services of any of these individuals
could cause us to lose customers and reduce our net sales, lead to employee morale problems and the loss of other key employees or cause
disruptions to production. In addition, we may be unable to find qualified individuals to replace any senior executive officers who leave
our employ or that of our subsidiaries.

 Members
of our management team have been, may be, or may become, involved in litigation, investigations or other proceedings. The defense or
prosecution of these matters could be time-consuming and could divert our management's attention, and may have an adverse effect
on us.

the course of their careers, our officers and directors have been, may be or may in the future become involved in litigation, investigations
or other proceedings. Our officers and directors also may become involved in litigation, investigations or other proceedings involving
claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director
or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any such liability may or may
not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters
could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the
attention and resources of our officers and directors away from our operations and may negatively affect our reputation, which may adversely
impact our operations and profitability.

 We
have entered into significant transactions with affiliates or other related parties, which may result in conflicts of interest.

 We
have entered into transactions with affiliates or other related parties in the past and may do so again in the future. While we believe
such transactions have been and will continue to be negotiated on an arm's length basis, giving us a competitive advantage with
vertical integration, there can be no assurance that such transactions could not give rise to conflicts of interest that could adversely
affect our financial condition and results of operations.

 The
interests of our controlling shareholders could differ from the interests of our other shareholders.

 Energy
Holding Corporation exercises significant influence over us as a result of its majority shareholder position and voting rights. As of
the date of this Form 10-K, Energy Holding Corporation beneficially owned approximately 52.4% of our outstanding ordinary shares. Energy
Holding Corporation, in turn, is controlled by members of the Daes family, who together own 100% of the shares of Energy Holding Corporation.
See "Principal Securityholders". Accordingly, our controlling shareholders would have considerable influence regarding the
outcome of any transaction that requires shareholder approval. In addition, if we are unable to obtain requisite approvals from Energy
Holding Corporation, we may be prevented from executing critical elements of our business strategy.

 We
conduct all of our operations through our subsidiaries and will rely on payments from our subsidiaries to meet all of our obligations
and may fail to meet our obligations if our subsidiaries are unable to make payments to us.

 We
are a holding company and derive substantially all of our operating income from our subsidiaries. All of our assets are held by our subsidiaries,
and we rely on the earnings and cash flows of our subsidiaries to meet our debt service obligations or dividend payments. The ability
of our subsidiaries to make payments to us will depend on their respective operating results and may be restricted by, among other things,
the laws of their jurisdiction of organization including Colombian foreign exchange regulations (which may limit the amount of funds
available for distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries, including
their credit facilities, and the covenants of any future outstanding indebtedness we or our subsidiaries incur. See "Risk Factors
– Risks Related to Colombia and Other Countries Where We Operate – The Colombian government and the Central Bank exercise
significant influence on the Colombian economy." If our subsidiaries are unable to declare dividends, our ability to meet debt
service or dividend payments may be impacted. The ability of our subsidiaries in Colombia to declare dividends up to the total amount
of their capital is not restricted by current laws, covenants in debt agreements or other agreements but could be restricted pursuant
to applicable law in the future or if our Colombian subsidiaries undergo a transformation to other types of corporate entities.

 Increasing
interest rates could materially adversely affect our ability to generate positive cashflows and secure financing required to carry out
our strategic plans.

 Historically,
portions of our debt have been indexed to variable interest rates. A variety of factors impact prevailing interest rates of which we
have no control over. A rise in interest rates could negatively impact the cost of financing for a portion of our debt with variable
interest rates which could negatively impact our cash flow generation. Furthermore, a rise in interest rates could limit our ability
to obtain financing required to support our growth through our continuing programs designed to develop new products, the expand of the
installed capacity of our manufacturing facilities and execute our acquisition strategy. While we may mitigate the risk derived from
interest rate fluctuations by entering into derivative contracts or by obtaining fixed rate financing, general increases in interest
rates would still have an impact on the cost of financing and our ability to obtain appropriate funding.

 Furthermore,
the architectural glass industry is directly impacted by general construction activity trends. In turn, these markets may be affected
by adverse changes in economic conditions such as interest rates, and availability of credit. Any future downturn or any other negative
market pressures could negatively affect our results of operations in the future, as margins may decrease as a direct result of an overall
decrease in demand for our products.

 Our
indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

 As
of December 31, 2023, we and our subsidiaries on a consolidated basis had $173.4 million principal amount of debt outstanding. Our indebtedness
could have negative consequences to our financial health. For example, it could:

 make
 it more difficult for us to satisfy our obligations with respect to the notes of our other debt;

 increase
 our vulnerability to general adverse economic and industry conditions or a downturn in our business;

 require
 us to dedicate a portion of our cash flow from operations to debt service, thereby reducing the availability of our cash flow to
 fund working capital, capital expenditures and other general corporate purposes;

 limit
 our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

 place
 us at a competitive disadvantage compared to our competitors that are not as highly leveraged;

 limit,
 along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional
 funds; and

 result
 in an event of default if we fail to satisfy our obligations under the notes or our other debt or fail to comply with the financial
 and other restrictive covenants contained in the indenture or our other debt instruments, which event of default could result in
 all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on our assets securing
 such debt.

 Any
of the above listed factors could have a material adverse effect on our business, financial condition and results of operations. Further,
the terms of our existing debt agreements do not, and any future debt may not, fully prohibit us from incurring additional debt. If new
debt is added to our current debt levels, the related risks that we now face could intensify.

 Risks
Related to Colombia and Other Countries Where We Operate

 Our
operations are located in Colombia, which may make it more difficult for U.S. investors to understand and predict how changing market
and economic conditions will affect our financial results.

 Our
operations are located in Colombia and, consequently, are subject to the economic, political and tax conditions prevalent in that country.
The economic conditions in Colombia are subject to different growth expectations, market weaknesses and business practices than economic
conditions in the U.S. market. We may not be able to predict how changing market conditions in Colombia will affect our financial results.

2023, Moody's, S&P and Fitch, three of the main rating agencies worldwide, ratings for Colombia stood at "Baa2",
"BB+", and "BB+" respectively, where Moody's and Fitch had a Stable outlook and S&P reported a negative
outlook. The ratings reflect their expectation of fiscal deficit recovery and stable net debt over total GDP, driven by moderate economic
growth. Colombia's real GDP increased 0.6% in 2023. Global inflationary pressures and lower interest rates during 2022, led Colombia
to reach an annual inflation rate of 13.28% in May 2023. As a result, Colombian Central Bank ("Banco de la Rep blica")
raised its monetary policy rate from 12% as of December 31, 2022, to 13% as of December 31, 2023, leading annual inflation rate to close
at 9.28% as of December 2023. In addition, minimum wage for 2024 was agreed to increase 12%.

 Colombia's
economy, just like most of Latin-American countries, continues suffering from the effects of high volatility in commodity prices, mainly
oil, reflected in its elevated level of external debt. Even though the country has taken measures to stabilize the economy, it is uncertain
how will these measures be perceived and if the intended goal of increasing investor's confidence will be achieved.

 Economic
and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.

 Our
financial condition and results of operations depend significantly on macroeconomic and political conditions prevailing in Colombia.
Decreases in the 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,
foreign exchange regulations, inflation, interest rates, taxation, employment and labor laws, banking laws and regulations and other
political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, adversely impact
our financial condition and results of operations in the future. Colombia's fiscal deficit and growing public debt could adversely
affect the Colombian economy. See "Disclosure Regarding Foreign Exchange Rates in Colombia" and "Risk Factors –
Risks Related to Colombia and Other Countries Where We Operate – The Colombian government and the Central Bank exercise significant
influence on the Colombian economy".

 The
Colombian government frequently intervenes in Colombia's economy and from time to time makes significant changes in monetary, fiscal
and regulatory policy. Our business and results of operations or financial condition may be adversely affected by changes in government
or fiscal policies, and other political, diplomatic, social, and economic developments that may affect Colombia. We cannot predict what
policies the Colombian government will adopt and whether those policies would have a negative impact on the Colombian economy or on our
business and financial performance in the future. We cannot assure you as to whether current stability in the Colombian economy will
be sustained. If the conditions of the Colombian economy were to deteriorate, our financial conditions and results of operations would
be adversely affected.

 The
Colombian government has historically exercised substantial influence on the local economy, and governmental policies are likely to continue
to have an important effect on companies operating in Colombia like our Colombian subsidiaries, market conditions and the prices of the
securities of local issuers. The President of Colombia has considerable power to determine governmental policies and actions relating
to the economy and may adopt policies that may negatively affect us. We cannot predict which policies will be adopted by the new government
and whether those policies would have a negative impact on the Colombian economy in which we operate or our business and financial performance.

 In
2022, Congress and Presidential Elections took place in Colombia. We cannot assure you that measures adopted by the Colombian government
under its new regime continue to be consistent with former policy and will not affect the country s overall economic outlook and
performance. The new leadership under the elected government may have negative effects on macroeconomic stability and therefore on the
construction industry as a whole and finally, on the company s operations and future prospects. Although we don't estimate
a significant effect in the short term based on current backlog and ongoing activity, it is uncertain as to how a new regime could affect
our business in the longer term. In addition, we cannot predict the effects that such policies will have on the Colombian economy. Furthermore,
we cannot assure you that the Colombian peso will not depreciate relative to other currencies in the future, which could have a materially
adverse effect on our financial condition.

 The
Colombian Government and the Central Bank exercise significant influence on the Colombian economy.

 Although
the Colombian government has not imposed foreign exchange restrictions since 1990, Colombia's foreign currency markets have historically
been extremely regulated. Colombian law permits the Central Bank to impose foreign exchange controls to regulate the remittance of dividends
and/or foreign investments in the event that the foreign currency reserves of the Central Bank fall below a level equal to the value
of three months of imports of goods and services into Colombia. An intervention that precludes our Colombian subsidiaries from possessing,
utilizing or remitting U.S. Dollars would impair our financial condition and results of operations, and would impair the Colombian subsidiary's
ability to convert any dividend payments to U.S. Dollars.

 The
Colombian government and the Central Bank may also seek to implement new policies aimed at controlling further fluctuation of the Colombian
peso against the U.S. Dollar and fostering domestic price stability. The Central Bank may impose certain mandatory deposit requirements
in connection with foreign-currency denominated loans obtained by Colombian residents, including TG and ES. We cannot predict or control
future actions by the Central Bank in respect of such deposit requirements, which may involve the establishment of a different mandatory
deposit percentage. The U.S. Dollar/Colombian peso exchange rate has shown some instability in recent years. Please see "Disclosure
Regarding Foreign Exchange Controls and Exchange Rates in Colombia" for actions the Central Bank could take to intervene in the
exchange market.

 The
Colombian Government has considerable power to shape the Colombian economy and, consequently, affect the operations and financial performance
of businesses. The Colombian Government may seek to implement new policies aimed at controlling further fluctuation of the Colombian
peso against the U.S. Dollar and fostering domestic price stability. The president of Colombia has considerable power to determine governmental
policies and actions relating to the economy and may adopt policies that are inconsistent with those of the prior government or that
negatively affect us.

 Factors
such as Colombia's growing public debt and fluctuating exchange rates could adversely affect the Colombian economy.

 Colombia's
fiscal deficit and growing public debt could adversely affect the Colombian economy. Since the start of the Covid-19 pandemic, increased
government expenses and lower tax collection raised the fiscal deficit up to 7.8% of GDP in 2020. In 2021 and 2022, economic recovery
along with higher tax collection, and lower expenses associated to COVID-19, decreased fiscal deficit to 7.5%, and 5.5% of GDP, respectively.
Based on data as of October 2023, fiscal deficit is expected to close at 4.3% of GDP, due to higher tax collection, COP revaluation against
USD, and lower costs of debt resulting from inflation indexed bonds, during the year.

 In
recent years, the Colombian currency had shown some short-term volatility vis- -vis the U.S. Dollar. The Colombian Peso appreciated
20.5% in 2023, after a 20.7% depreciation during 2022, as a result of political instability since 2022 presidential elections. Any international
conflicts or related events have the potential to create an exchange mismatch, given the vulnerability and dependence of the Colombian
economy on external financing and its vulnerability to any disruption in its external capital flows and its trade balance.

 We
cannot assure you that any measures taken by the Colombian government and the Central Bank would be sufficient to control any resulting
fiscal or exchange imbalances. Any further disruption in Colombia's fiscal and trade balance may therefore cause Colombia's
economy to deteriorate and adversely affect our business, financial condition and results of operations.

 Economic
instability in Colombia could negatively affect our ability to sell our products.

 A
significant decline in economic growth of any of Colombia's major trading partners - in particular, the United States, China, and
Mexico - could have a material adverse effect on each country's balance of trade and economic growth. In addition, a "contagion"
effect, where an entire region or class of investments becomes less attractive to, or subject to outflows of funds by, international
investors could negatively affect the Colombian economy.

 The
2020 global economic crisis, resulting from the outbreak of the COVID-19 pandemic which negatively affected many economic sectors and
countries around the world, had negative effects on the Colombian economy. Although the Covid-19 effects have been contained as of December
2023, new variants may emerge and have a negative effect on the Colombian economy in the future.

 Even
though exports from Colombia, principally petroleum and petroleum products, and gold, have grown in recent years, fluctuations in commodity
prices pose a significant challenge to their contribution to the country's balance of payments and fiscal revenues. Unemployment
continues to be high in Colombia compared to other economies in Latin America. Furthermore, recent political and economic actions in
the Latin American region, including actions taken by the Venezuelan government, may negatively affect international investor perception
of the region. We cannot assure you that growth achieved over the past decade by the Colombian economy will continue in future periods.
The long-term effects of the global economic and financial crisis on the international financial system remain uncertain. In addition,
the effect on consumer confidence of any actual or perceived deterioration of household incomes in the Colombian economy may have a material
adverse effect on our results of operations and financial condition.

 We
are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results in
the future.

 In
the year ended December 31, 2023, 97% of our sales were to customers outside Colombia, including to the United States and Panama, and
we expect sales into the United States and other foreign markets to continue to represent a significant portion of our net sales. Foreign
sales and operations are subject to changes in local government regulations and policies, including those related to tariffs and trade
barriers, investments, property ownership rights, taxation, exchange controls and repatriation of earnings. An increase in tariffs on
products shipped to countries like the United States, or changes in the relative values of currencies occur from time to time and could
affect our operating results. This risk and the other risks inherent in foreign sales and operations could adversely affect our operating
results in the future.

 We
are subject to regional and national economic conditions in the United States.

 The
economy in Florida and throughout the United States could negatively impact demand for our products as it has in the past, and macroeconomic
forces such as employment rates and the availability of credit could have an adverse effect on our sales and results of operations. Our
U.S. business is concentrated geographically in Florida, which optimizes manufacturing efficiencies and logistics, but further concentrates
our business, and another prolonged decline in the economy of the state of Florida or of nearby coastal regions, a change in state and
local building code requirements for hurricane protection, or any other adverse condition in the state or certain coastal regions, could
cause a decline in the demand for our products, which could have an adverse impact on our sales and results of operations. Our strategy
of continued geographic diversification seeks to reduce our exposure to such region-specific risks.

 Global
trade tensions and political conditions in the United States, as well as the U.S. government's approach to NAFTA and/or other trade
agreements, treaties or policies, may adversely affect our results of operations and financial condition.

 Our
operations are located in Colombia and may be, to varying degrees, affected by economic and market conditions in other countries. Trade
barriers being erected by major economies may limit our ability to sell products in other markets and execute our growth strategies.
Economic conditions in Colombia are correlated with economic conditions in the United States. As a result, any downturn in economic activity
could have a negative impact on our business in the United States, which as of December 31, 2023, accounted for 95% of our net operating
revenues.

 The
termination or re-negotiation of free trade agreements or other related events could also indirectly have an adverse effect on the Colombian
economy. Although economic conditions in other emerging market countries and in the United States may differ significantly from economic
conditions in Colombia, investors' reactions to developments in other countries may have an adverse effect on the market value
of securities of Colombian companies. There can be no assurance that future developments in other emerging market countries and in the
United States, over which we have no control, will not have a material adverse effect on our liquidity.

 The
results of the upcoming 2024 presidential elections in the United States could have a major impact on bilateral relations, economic cooperation,
and regional security between Colombia and U.S. Increased U.S pressure on Colombia to align with its geopolitical interests may result
in a reduction of U.S commercial trade and direct investment in Colombia.

 Recent
armed conflicts around the globe, including sanctions and tensions between United States, NATO allies and several eastern countries,
may adversely affect the results of our operations.

 The
Russian invasion of Ukraine starting in February 2022 has escalated global tensions between the United States and NATO countries against
Russia. Colombia has also condemned Russia's invasion of Ukraine. Multiple economic sanctions against Russia are being imposed
by many countries worldwide which has impacted the global economy as many commercial, industrial and financial businesses are closing
operations in Russia. Trade restrictions imposed on Russia have led to increasing prices of oil, fluctuation in commodities markets and
destabilizing many foreign currencies exchange rates.

 In
addition, recent military tensions between the United States alongside certain allies, and Yemen's Houthi group, has negatively
impacted global commercial trade, as many ships are not being able to navigate through the Suez Canal.

escalation of conflict can lead to severe constraints on global supply chains such as logistics obstructions, raw material price increases
and shortages, and higher energy costs. Disruptions in global supply chains can adversely affect our ability to manufacture and deliver
product to our customers. Additionally, fluctuating foreign currency exchange rates could impact the profitability of our foreign subsidiaries
which are at the core of our business.

has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy
and our financial condition.

has experienced and continues to experience internal security issues, primarily due to the activities of guerrilla groups, such as dissidents
from the former Revolutionary Armed Forces of Colombia ( Fuerzas Armadas Revolucionarias de Colombia, or "FARC") and
the National Liberation Army ( Ejercito de Liberaci n Nacional, or "ELN,") paramilitary groups and drug cartels.
In remote regions of the country with minimal governmental presence, these groups have exerted influence over the local population and
funded their activities by protecting, and rendering services to, drug traffickers. Even though the Colombian government's policies
have reduced guerilla presence and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings and extortion,
such activity persists in Colombia, and possible escalation of such activity and the effects associated with them have had and may have
in the future a negative effect on the Colombian economy and on us, including on our customers, employees, results of operations and
financial condition. The Colombian government commenced peace talks with the FARC in August 2012, and peace negotiations with the ELN
began in November 2016. The Colombian government and the FARC signed a peace deal on September 26, 2016, which was amended after voters
rejected it in the referendum held on October 2, 2016. The new agreement was signed on November 24, 2016, and was ratified by the Colombian
Congress on November 30, 2016, and is being implemented. Pursuant to the peace agreements negotiated between the FARC and the Colombian
government in 2016, the FARC occupies five seats in the Colombian Senate and five seats in the Colombian House of Representatives. The
new deal clarifies protection to private property, is expected to increase the government's presence in rural areas and bans former
rebels from running for office in certain newly created congressional districts in post-conflict zones. As a result, during the transition
process, Colombia may experience an increase in internal security issues, drug-related crime and guerilla and paramilitary activities,
which may have a negative impact on the Colombian economy. Our business or financial condition could be adversely affected by rapidly
changing economic or social conditions, including the Colombian government's response to implementation of the agreement with FARC
and ongoing peace negotiations, if any, which may result in legislation that increases the tax burden of Colombian companies.

 Despite
efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands continue to exist in Colombia,
and allegations have surfaced regarding members of the Colombian congress and other government officials having ties to guerilla and
paramilitary groups. Although the Colombian government and ELN have been in talks since February 2017 to end a five-decade war, the Colombian
government has suspended the negotiations after a series of rebel attacks. This situation could result in escalated violence by the ELN
and may have a negative impact on the credibility of the Colombian government which could in turn have a negative impact on the Colombian
economy.

 Tensions
with neighboring countries, including Venezuela and other Latin American countries, may affect the Colombian economy and, consequently,
our results of operations and financial condition in the future.

 Diplomatic
relations with Venezuela and neighboring countries have from time to time been tense and have been affected by events surrounding the
Colombian armed forces, particularly on Colombia's borders with Venezuela. Political tensions in Venezuela rose in January 2019
as several countries, including Colombia, did not recognize the legitimacy of Nicol s Maduro as Venezuelan head of state. However,
as of December 31, 2023, Colombia's new government is aiming to reestablish political and commercial relations with Venezuela.
Moreover, in November 2012, the International Court of Justice placed a sizeable area of the Caribbean Sea within Nicaragua's exclusive
economic zone. To this date, Colombia continues to deem this area as part of its own exclusive economic zone. Any future deterioration
in relations with Venezuela and Nicaragua may result in the closing of borders, risk of financial condition.

 The
territorial dispute between Venezuela and Guyana, starting on November 1, 2023 when Venezuela unilaterally declared the Esequibo region
of Guyana as a part of Venezuela, may affect Colombia's political and commercial relations with Venezuela, as many commercial allies
including United States, Brazil, and the United Kingdom, support Guyana. The potential escalation of the conflict could have significant
impact on Colombia, which could in turn disrupt trade and investment in the region. This could have an adverse impact on our results
of operations.

 Government
policies and actions and judicial decisions in Colombia could significantly affect the local economy and, as a result, our results of
operations and financial condition in the future.

 Our
results of operations and financial condition may be adversely affected by changes in Colombian governmental policies and actions and
judicial decisions involving a broad range of matters, including interest rates, exchange rates, exchange controls, inflation rates,
taxation, banking and pension fund regulations and other political or economic developments affecting Colombia. The Colombian government
has historically exercised substantial influence over the economy, and its policies are likely to continue to have a significant effect
on Colombian companies, including our subsidiaries. The President of Colombia has considerable power to determine governmental policies
and actions relating to the economy and may adopt policies that negatively affect our subsidiaries. Future governmental policies and
actions, or judicial decisions, could adversely affect our results of operations or financial condition.

 We
are subject to money laundering and terrorism financing risks.

 Third
parties may use us as a conduit for money laundering or terrorism financing. If we were to be associated with money laundering (including
illegal cash operations) or terrorism financing, our reputation could suffer, or we could be subject to legal enforcement (including
being added to "blacklists" that would prohibit certain parties from engaging in transactions with us). Our Colombian subsidiaries
could also be sanctioned pursuant to criminal anti-money laundering rules in Colombia.

 We
have adopted a Code of Conduct, Compliance Manual which includes policies and procedures and help surveil and control our activities
and a hotline to receive anonymous reports. However, such measures, procedures and compliance may not be completely effective in preventing
third parties from using us as a conduit for money laundering or terrorism financing without our knowledge, which could have a material
adverse effect on our business, financial condition and results of operations.

in Colombia's customs, import and export laws and foreign policy, may have an adverse effect on our financial condition and results
of operations.

 Our
business depends significantly on Colombia's customs and foreign exchange laws and regulations, including import and export laws,
as well as on fiscal and foreign policies. In the past we have benefited from, and now currently benefit from, certain customs and tax
benefits granted by Colombian laws, such as free trade zones and Plan Vallejo which incentivizes the import of machinery and equipment
by providing tax breaks, as well as from Colombian foreign policy, such as free trade agreements with countries like the United States.
As a result, our business and results of operations or financial condition may be adversely affected by changes in government or fiscal
policies, foreign policy or customs and foreign exchange laws and regulations. We cannot predict what policies the Colombian government
will adopt and whether those policies would have a negative impact on the Colombian economy or on our business and financial performance
in the future.

 It
may be difficult or impossible to enforce judgments of courts of the United States and other jurisdictions against our Colombian subsidiaries
or any of their directors, officers and controlling persons.

 Most
of our assets are located in Colombia. As such, it may be difficult or impossible for you to effect service of process on, or to enforce
judgments of United States courts against our Colombian subsidiaries and/or against their directors and officers based on the civil liability
provisions of the U.S. federal securities laws.

 Colombian
courts will enforce a U.S. judgment predicated on the U.S. securities laws through a procedural system known under Colombian law as exequatur.
Colombian courts will enforce a foreign judgment, without reconsideration of the merits, only if the judgment satisfies the requirements
set out in Articles 605 through 607 of Law 1564 of 2012, or the Colombian General Code of Procedure ( C digo General del Proceso),
which provides that the foreign judgment will be enforced if certain conditions are met.

 New
or higher taxes resulting from changes in tax regulations or the interpretation thereof in Colombia could adversely affect our results
of operations and financial condition in the future.

 New
tax laws and regulations, and uncertainties with respect to future tax policies pose risks to us. In recent years, the Colombian Congress
approved different tax reforms imposing additional taxes and enacted modifications to existing taxes related to financial transactions,
dividends, income, value added tax (VAT), and taxes on net worth.

 On
September 14, 2021, the Colombian Government enacted Law 2155 (the Social Investment Act), which increases the corporate income tax to
35% for fiscal year 2022 and thereafter, from the current rate of 31% for 2021 that would have decreased to 30% for 2022 under the prior
tax regulation. On December 13, 2022, a tax reform was enacted by means of Law 2277, which maintained corporate income tax rate at 35%,
and increased income taxes to Free Trade Zones with single enterprise users and non-exporters, from 20% to 35%.

in tax-related laws and regulations, and interpretations thereof, can create additional tax burdens on us and our businesses by increasing
tax rates and fees, creating new taxes, limiting tax deductions, and/or eliminating tax-based incentives and non-taxed income. In addition,
tax authorities and competent courts may interpret tax regulations differently than us, which could result in tax litigation and associated
costs and penalties in part due to the novelty and complexity of new regulation.

 We
are subject to various U.S. export controls and trade and economic sanctions laws and regulations that could impair our ability to compete
in international markets and subject us to liability if we are not in full compliance with applicable laws.

 Our
business activities are subject to various U.S. export controls and trade and economic sanctions laws and regulations, including, without
limitation, the U.S. Commerce Department's Export Administration Regulations and the U.S. Treasury Department's Office of
Foreign Assets Control's ("OFAC") trade and economic sanctions programs (collectively, "Trade Controls").
Such Trade Controls may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain
countries that are the subject of comprehensive embargoes (presently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine
(collectively, "Sanctioned Countries")), as well as with individuals or entities that are the target of Trade Controls-related
prohibitions and restrictions (collectively, "Sanctioned Parties").

 Although
we have implemented compliance measures designed to prevent transactions with Sanctioned Countries and Sanctioned Parties, our failure
to successfully comply with applicable Trade Controls may expose us to negative legal and business consequences, including civil or criminal
penalties, government investigations, and reputational harm.

 Natural
disasters in Colombia could disrupt our business and affect our results of operations and financial condition in the future.

 Our
operations are exposed to natural disasters in Colombia, such as earthquakes, volcanic eruptions, tornadoes, tropical storms and hurricanes.
High temperatures and decrease in rainfall in Colombia, attributable in part to the El Ni o weather pattern, have resulted in
severe droughts, affecting especially prices in Colombia, as hydropower accounts for 70% of total country's energy. El Ni o
is a recurring weather phenomenon, and it may contribute to higher temperatures, droughts, wildfires, or other natural disasters on an
equal or greater scale in the future. In the event of a natural disaster, our disaster recovery plans may prove to be ineffective, which
could have a material adverse effect on its ability to conduct our businesses. In addition, if a significant number of our employees
and senior managers were unavailable because of a natural disaster, our ability to conduct our businesses could be compromised. Natural
disasters or similar events could also result in substantial volatility in our results of operations for any fiscal quarter or year.

 Risks
Related to Us and Our Securities

 Because
we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to
protect your rights through the U.S. Federal courts may be limited.

 We
are a company incorporated under the laws of the Cayman Islands, and substantially all of our assets are located outside the United States.
In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all
or substantial portions of their assets are located outside the United States. As a result, it may be difficult for investors to effect
service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States
courts against our directors or officers.

 Our
corporate affairs are governed by our third amended and restated memorandum and articles of association, the Companies Law (2018 Revision)
of the Cayman Islands (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are largely governed by the common law of the Cayman Islands. The common law of the Cayman Islands is
derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared
to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate
law. In addition, Cayman Islands companies may not have standing to initiate a shareholder's derivative action in a Federal court
of the United States.

 We
have been advised that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the
United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original
actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities
laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman
Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for
which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such
judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent
with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be
of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or
multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the
context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency
proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles
outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands
Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the
New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable
upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency
proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts' discretion.
Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question
of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse
the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court's decision in that
case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still
in a state of uncertainty.

 If
we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which
could adversely affect our business.

 Our
financial reporting obligations as a public company place a significant strain on our management, operational and financial resources,
and systems. We may not be able to implement effective internal controls and procedures to detect and prevent errors in our financial
reports, file our financial reports on a timely basis in compliance with SEC requirements, or prevent and detect fraud. Our management
may not be able to respond adequately to changing regulatory compliance and reporting requirements. If we are not able to adequately
implement the requirements of Section 404, we may not be able to assess whether internal controls over financial reporting are effective,
which may subject us to adverse regulatory consequences and could harm investor confidence, the market price of our ordinary shares and
our ability to raise additional capital.

 Anti-takeover
provisions in our organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition
would be beneficial to our shareholders, which could depress the price of our ordinary shares and prevent attempts by our shareholders
to replace or remove our current management.

 Our
memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider
to be in their best interests. Our board of directors is divided into three classes with staggered, three-year terms. Our board of directors
has the ability to designate the terms of and issue preferred shares without shareholder approval. We are also subject to certain provisions
under Cayman Islands law that could delay or prevent a change of control. Together these provisions may make more difficult the removal
of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
ordinary shares.

 We
are a "controlled company," controlled by Energy Holding Corporation, whose interest in our business may be different from
ours or yours.

 We
are a "controlled company" within the meaning of the New York Stock Exchange listing standards. Under these rules, a company
of which more than 50% of the voting power is held by an individual, a group or another company is a "controlled company"
and may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including (i) the requirement
that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a nominating and corporate
governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose
and responsibilities and (iii) 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. Although we meet the definition of a "controlled
company," we have determined at this time not to take advantage of this designation and comply with all the corporate governance
rules applicable to listed companies that are not controlled companies. We may, however, determine to take advantage of these exemptions
in the future. If we did, you would not have the same protections afforded to stockholders of companies subject to all of the corporate
governance requirements of the New York Stock Exchange.

 We
cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow
generation could limit our ability to continue to pay dividends on our ordinary shares.

 Prior
to August 2016, we had not paid any cash dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends.
However, the payment of dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements
and our general financial condition and limitations imposed by our outstanding indebtedness.

 If
securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price
and trading volume could decline.

 The
trading market for our ordinary shares relies in part on the research and reports that industry or financial analysts publish about us
or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or
our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of
our stock could decline. If one or more of these analysts ceases coverage of us or fail to publish reports on us regularly, we could
lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

 If
a United States person is treated as owning at least 10% of the value or voting power of our shares, such holder may be subject to adverse
U.S. federal income tax consequences.

 If
a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our
shares, such person may be treated as a "United States shareholder" with respect to each "controlled foreign corporation"
in our group (if any). While our parent company owns one or more U.S. subsidiaries, we, and certain of our non-U.S. subsidiaries, could
be treated as controlled foreign corporations. Furthermore, while our group includes one or more U.S. subsidiaries, certain of our non-U.S.
subsidiaries could be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled foreign
corporation). A United States shareholder of a controlled foreign corporation generally is required to report annually and include in
its U.S. taxable income its pro rata share of "Subpart F income," "global intangible low-taxed income" and investments
in U.S. property by controlled foreign corporations, regardless of whether we make any such United States shareholder receives any actual
distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not
be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.
Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may
prevent the statute of limitations with respect to such shareholder's U.S. federal income tax return for the year for which reporting
was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries
are treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any
of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with
the aforementioned reporting and tax paying obligations. There is substantial uncertainty as to the application of each of the foregoing
rules as well as the determination of any relevant calculations in applying the foregoing rules. United States persons are strongly advised
to avoid acquiring, directly, indirectly or constructively, 10% or more of the value or voting power of our shares. A United States investor
should consult its advisors regarding the potential application of these rules to an investment in the ordinary shares.

 We
may be adversely affected by any disruption in our information technology systems. Our operations are dependent upon our information
technology systems, which encompass all of our major business functions.

 Increased
global information technology security requirements, vulnerabilities, threats and a rise in sophisticated and targeted cybercrime pose
a risk to the security of our systems, our information networks, and to the confidentiality, availability and integrity of our data,
as well as to the functionality of our manufacturing process. Introduced or increased risk associated with remote work transition pose
threats to workforce disruption, cybersecurity attacks and dissemination of sensitive personal data or proprietary confidential information
to our business. A disruption in our information technology systems for any prolonged period could result in delays in executing certain
production activities, logging and processing operational and financial data, communication with employees and third parties or fulfilling
customer orders resulting in potential liability or reputational damage or otherwise adversely affect our financial results. We employ
a number of measures to prevent, detect and mitigate these threats, which include employee education, password encryption, frequent password
change events, firewall detection systems, anti-virus software in-place and frequent backups; however, there is no guarantee such efforts
will be successful in preventing a cyber-attack.

2020, we transitioned for the first time a significant subset of our employee population to a remote work environment, in accordance
with national government efforts to mitigate the spread of COVID-19. This transition allowed us to adequately maintain operations in
our financial information systems and meant no significant changes to our internal control over financial reporting and disclosure control
and procedures, enabled by our continuity plan adequate implementation which did not present any material incidents, challenges, expenditures
or constraints. However, this transition may introduce and exacerbate certain risks to our business, including an increased demand for
information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination
of personal data or proprietary or confidential information about us, our members or related third parties.

 As
of the date of this Form 10-K, we have transitioned all our employee population back to physical presence at the workplace, in compliance
with Colombian government recommendations for prevention and control of COVID-19. This transition allowed us to adequately maintain operations
in our financial information systems and meant no significant changes to our internal controls over financial reporting, enabled by our
continuity plan adequate implementation which did not present any material incidents, challenges, expenditures or constraints. This transition
brings back a known work environment, mitigating certain risks including the demand for information technology resources, risk of phishing
and other cybersecurity attacks, and risks of unauthorized dissemination of personal data or proprietary or confidential information
about us, our members or related third parties.

 Item
 1B.

 Unresolved
 Staff Comments.

 None.

 Item
 1C.

 Cybersecurity

 We
employ procedures designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats.
To protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate,
resolve and recover from identified vulnerabilities and security incidents in a timely manner. Our information security framework is
based on the NIST Cybersecurity Framework, which along with continuous vigilance through ongoing vulnerability analyses, internal/external
testing, alerts and reviews of cybersecurity events, our comprehensive strategic risk assessment which is achieved with collaboration
of multidisciplinary teams, and our vendor management which includes a robust contracting process and engages third parties for cybersecurity
support, ensure a resilient operation.

 We
regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities, including those that could arise from internal sources and external sources such as third-party service providers
we do business with. We
use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related
security controls and safeguards. We conduct regular reviews other exercises to evaluate the effectiveness of our information security
program and improve our security measures and planning. We currently have engaged an external assessor and may in the future determine to engage an assessor(s), consultant(s), auditor(s) or other third party(s) to supplement our processes.

 The
Board oversees our annual enterprise risk assessment, where we assess key risks within the company, including security and technology
risks and cybersecurity threats. The Audit Committee of the Board oversees our cybersecurity risk and receives regular reports from our
management team on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents
and industry trends, and other areas of importance.

 Our
cybersecurity team is deeply integrated into our risk management process, led by the Director of Information and Technology and our Cybersecurity
Coordinator, who periodically review and update our incident response plan, and collaborate with subject matter specialists to ensure
a comprehensive approach identifying and managing material cybersecurity threats. An established Information security committee contributes
to a vigilant cybersecurity stance.

 To
date, we have not experienced any attacks intended to lead to interruptions and delays in our service and operations as well as loss,
misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual
property. Any significant disruption to our service or access to our systems in the future could adversely affect our business and results
of operation. Further, a penetration of our systems or a third-party's systems or other misappropriation or misuse of personal
information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business,
financial condition and results of operations. See "Risk Factors - We may be adversely affected by any disruption in our information
technology systems. Our operations are dependent upon our information technology systems, which encompass all of our major business functions."

 Item
 2.

 Properties.

 We
own and operate a total of 5.6 million square feet of manufacturing facilities. Our main 5.4 million square foot manufacturing complex,
located in Barranquilla, Colombia, houses a glass production plant, aluminum plant and window and facade assembly plant. The glass plant
has nine lamination machines with independent assembly rooms, eleven specialized tempering furnaces and glass molding furnaces, a computer
numerical-controlled profile bending machine, as well as a coater to produce low emissivity glass with high thermal insulation specifications
using soft coat technology. The Alutions plant has an effective installed capacity of 4,100 tons per month and can create a variety of
shapes and forms for windows, doors, and related products. We also own eight natural gas power generation plants, six with an aggregate
capacity of 10 megawatts, and two with 4.5 megawatts capacity each, which supply the electricity requirements of the entire manufacturing
complex and are supported by three emergency generators. We also own and operate a 123,399 square foot manufacturing and warehousing
facility in a 215,908 square foot lot in Miami-Dade County, Florida, United States. The facility houses manufacturing and assembly equipment,
warehouse space, and administrative and sales offices.

 We
believe that our existing properties are adequate for the current operating requirements of our business and that additional space will
be available as needed.

 Item
 3.

 Legal
 Proceedings.

 From
time to time, we are involved in legal matters arising in the regular course of business. Some disputes are derived directly from our
construction projects, related to supply and installation, and even though deemed ordinary; they may involve significant monetary damages.
We are also subject to other types of litigation arising from employment practices, worker's compensation, automobile claims and
general liability. It is very difficult to predict precisely what the outcome of this litigation might be. However, with the information
at our disposition as this time, there are no indications that such claims will result in a material adverse effect on our business,
financial condition or results of operations.

 Item
 4.

 Mine
 Safety Disclosures.

 Not
Applicable.

 PART
II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
ordinary shares are listed on the New York Stock Exchange under the symbol "TGLS".

 Holders

 As
of December 31, 2023, there were 284 holders of record of our ordinary shares. We believe our ordinary shares are held by more than 3,000
beneficial owners.

 Dividends

 Prior
to August 2016, we had not paid any cash dividends on our ordinary shares. Since such time, we have paid regular quarterly dividends.
We expect to pay quarterly dividends in the future. However, the payment of any future dividends will be solely at the discretion of
our Board of Directors and there can be no assurance that we will continue to pay dividends in the future. The payment of dividends in
the future, if any, will also be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition
and limitations imposed by our outstanding indebtedness.

 Because
we are a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which
may further restrict our ability to pay dividends as a result of the laws of their jurisdictions of organization, agreements of our subsidiaries
or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. The ability of our subsidiaries in
Colombia to declare dividends up to the total amount of their capital is not restricted by current laws, covenants in debt agreements
or other agreements.

 Recent
Sales of Unregistered Securities

 In
connection with our Saint-Gobain joint venture, on October 28, 2020, we paid $10.9 million for a lot of land through the issuance of
an aggregate of 1,557,142 ordinary shares of the Company to affiliates of the Chief Executive Officer and Chief Operating Officer's
family, valued at $7.00 per share, which represented an approximate 33% premium based on the closing stock price on October 27, 2020.
The land was later contributed in December as payment for our 25.8% interest in Vidrio Andino. The ordinary shares were issued in reliance
on an exemption from registration under Section 4(a)(2) of the Securities Act as they were issued in a transaction by an issuer not involving
any public offering.

 Information
about our equity compensation plans

 Information
required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this
Annual Report on Form 10-K.

 Stock
performance graph

 The
following graph compares the cumulative total shareholder return for Tecnoglass, Inc. Ordinary Shares on a $100 investment for the last
five fiscal years with the cumulative total return on a $100 investment in the SPDR S&P Homebuilders ETF Fund, which is an exchange-traded
fund that seeks to replicate the performance of the S&P Homebuilders Select Industry Index, the Standard & Poor's Small
Cap 600 Growth Index, which is an index of companies with similar market capitalization and the NYSE Composite Index, a broad market
index. The graph assumes an investment at the close of trading on December 29, 2023, and assumes the shareholder opted for share dividends
during all periods.

 Repurchases

 Share
repurchase activity during the months within the fourth quarter of the fiscal year ended December 31, 2023 was as follows:

 Periods

 Total Number of Shares Purchased

 Price Paid Per Share

 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)

 October 2, 2023

 67,850

 $
 32.9

 67,850

 October 3, 2023

 87,287

 $
 32.4

 87,287

 October 4, 2023

 34,411

 $
 32.3

 34,411

 October 24, 2023

 80,000

 $
 32.3

 80,000

 October 25, 2023

 15,666

 $
 32.4

 15,666

 October 26, 2023

 17,896

 $
 32.5

 17,896

 October 27, 2023

 43,748

 $
 32.5

 43,748

 November 9, 2023

 60,373

 $
 32.3

 60,373

 November 10, 2023

 1,898

 $
 32.5

 1,898

 November 13, 2023

 2,838

 $
 33.0

 2,838

 November 16, 2023

 37,216

 $
 34.4

 37,216

 December 15, 2023

 $
 35.8

 -

 Total

 678,065

 $
 34.7

 676,515

 $
 26,527,637

 (1)
 On
 November 3, 2022, the Board of Directors authorized the purchase of up to $50 million of
 the Company's common shares. The program does not obligate the Company to acquire a
 minimum amount of shares. Under the program, shares may be repurchased in privately negotiated
 and/or open market transactions, including under plans complying with Rule 10b5-1 under the
 Exchange Act.

 Item
 6.

 [RESERVED].

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's
consolidated financial statements and notes to those statements included in this Form 10-K. This discussion contains forward-looking
statements that involve risks and uncertainties. Please see the section entitled "Forward-Looking Statements and Introduction"
in this Form 10-K.

 Overview

 We
are experienced and highly skilled in the vertical integration of architectural glass manufacturing, distribution, and professional fitting.
Our expertise extends to the production of top-quality windows, as well as the supply of aluminum, vinyl, and other components. Our dedicated
and knowledgeable team serves a diverse range of commercial and residential construction projects worldwide, guaranteeing outstanding
products and seamless installation services. With a focus on innovation, combined with providing highly specified products with the highest
quality standards at competitive prices, we have earned #1 spot in the Forbe's list of America's 100 most successful small-cap
companies for 2024, and developed a leadership position in each of our core markets. In the United States, which is our largest market,
we were ranked as the third largest glass fabricator serving the United States in 2023 by Glass Magazine. In addition, we believe we
are the leading glass transformation company in Colombia. Our customers, which include developers, general contractors or installers
for hotels, office buildings, shopping centers, airports, universities, hospitals and multi-family and residential buildings, look to
us as a value-added partner based on our product development capabilities, our high-quality products and our unwavering commitment to
exceptional service.

 With
over 40 years of experience in architectural glass and aluminum assembly, we specialize in transforming various glass products. Our offerings
include tempered safety glass, double thermo-acoustic glass, and laminated glass. Our wide range of finished glass products are utilized
in diverse buildings for floating facades, curtain walls, windows, doors, handrails, as well as interior and bathroom spatial dividers.
In addition to glass, we manufacture aluminum and vinyl products such as profiles, rods, bars, plates, and other hardware specifically
designed for window manufacturing.

 Our
products are manufactured in a 5.6 million square foot, state-of-the-art manufacturing complex in Barranquilla, Colombia that provides
easy access to North, Central and South America, the Caribbean and the Pacific. Our products can be found on some of the most distinctive
buildings in these regions, including 100 Hood Park Drive (Boston), 601 West 29 th St (New York). Norwegian Cruise Line Terminal
B (Miami), Paramount Miami Worldcenter (Miami), Via 57 West (New York), One65 Main (Cambridge), AE'O Tower (Honolulu), Salesforce
Tower (San Francisco), and One Thousand Museum (Miami). Our track record of successfully delivering high profile projects has earned
us an increasing number of opportunities across the United States, evidenced by our expanding backlog and overall revenue growth.

 Our
structural competitive advantage is underpinned by our low-cost manufacturing footprint, vertically integrated business model and geographic
location. Our integrated facilities in Colombia and distribution and services operations in Florida provide us with a significant cost
advantage in both manufacturing and distribution, and we continue to invest in these operations to expand our operational capabilities.
Our lower cost manufacturing footprint allows us to offer competitive prices for our customers, while also providing innovative, high
quality and high value-added products, together with consistent and reliable service. We have historically generated high margin organic
growth based on our position as a value-added solutions provider for our customers.

 We
have a strong presence in the Florida market, which represents a substantial portion of our revenue stream and backlog. Our success in
Florida has primarily been achieved through sustained organic growth, with further penetration now taking place into other highly populated
areas of the United States. As part of our strategy to become a fully vertically integrated company, we have supplemented our organic
growth with some acquisitions that have allowed us added control over our supply chain allowed for further vertical integration of our
business and will act as a platform for our future expansion in the United States. In 2016, we completed the acquisition of ESW, which
gave us control over the distribution of products into the United States from our manufacturing facilities in Colombia. In March 2017,
we completed the acquisition of GM&P, a consulting and glazing installation business that was previously our largest installation
customer.

 On
May 3, 2019, we consummated the joint venture agreement with Saint-Gobain, acquiring a 25.8% minority ownership interest in Vidrio Andino,
a Colombia-based subsidiary of Saint-Gobain, solidifying our vertical integration strategy by acquiring an interest in the first stage
of our production chain, while securing ample glass supply for our expected production needs. Additionally, in April 2019, we acquired
a 70% equity interest in ESMetals, which has been consolidated in our financial statements since. In November 2023, we acquired the remaining
30% equity interest in ESMetals. ESMetals is a Colombian entity that serves as a metalwork contractor to supply us with steel accessories
used in the assembly of certain architectural systems as part of our vertical integration strategy.

 The
continued diversification of the group's presence and product portfolio is a core component of our strategy. In particular, we
are actively seeking to expand our presence in United States outside of Florida. We also launched a residential window offering which,
we believe, will help us expand our presence in the United States and generate additional organic growth. We believe that the quality
of our products, coupled with our ability to price competitively given our structural advantages on cost, will allow us to generate further
growth in the future.

 We
have focused on working with The Power of Quality, always making sure that our vision of sustainability is immersed into every
aspect of our business, including social, environmental, economic and governance variables, that help us make decisions and create value
for our stakeholders. We carry out a series of initiatives based on our global sustainability strategy, which is supported on three fundamental
pillars: promoting an ethical and responsible continuous growth, leading eco-efficiency and innovation, and empowering our environment.
As part of this strategy we have voluntarily adhered to UN Global Compact Principles since 2017 and in pursuit of our cooperation with
the attainment of the SDGs joined in 2021 a program to dynamize, strengthen and make visible the management of greenhouse gas emissions
as a carbon neutral strategy set out by the Colombian government for 2050.

 How
We Generate Revenue

 We
are a leading manufacturer of hi-spec architectural glass and windows for the western hemisphere residential and commercial construction
industries, operating through our direct and indirect subsidiaries. Headquartered in Barranquilla, Colombia, we operate out of a 5.6
million square foot vertically integrated, state-of-the-art manufacturing complex that provides easy access to North, Central and South
America, the Caribbean, and the Pacific.

 Our
glass products include tempered glass, laminated glass, thermo-acoustic glass, curved glass, silk-screened glass, and digital print glass
as well as mill finished, anodized, painted aluminum and vinyl profiles, and produces rods, tubes, bars and plates. Window production
lines are defined depending on the different types of windows: normal, impact resistant, hurricane-proof, safety, soundproof and thermal.
We produce fixed body, sliding windows, projecting windows, guillotine windows, sliding doors and swinging doors. ES produces facade
products which include: floating facades, automatic doors, bathroom dividers and commercial display windows. In late 2023, we entered
into the vinyl window market, expanding our product portfolio to more than double our addressable market, and offering customers a wider
selection of solutions to meet their project needs. We intend to capitalize on our existing distribution base for our aluminum products
to obtain significant synergies given the number of dealers and distributors that already sell both aluminum and vinyl windows.

 We
sell to over 1,000 customers using several sales teams based out of Colombia and the United States to specifically target regional markets
in South, Central and North America. The United States accounted for 95%, and 96% of our combined revenues in 2023 and 2022, respectively,
while Colombia accounted for approximately 3% and 2%, and other Latin-American destinations accounted for approximately 2% during both
years.

 We
sell our products through our main offices/sales teams based out of Florida and different regions in the US, which is our largest sales
group and has strong relationships with glazing contractors, general contractors, real estate developers and specialty window dealers
in the region. In late 2022, we launched two new showrooms, one in New York City and one in Charleston, SC, to serve primarily single-family
residential markets in their regions. New showrooms have been completed in Houston, TX, and Bonita Springs, FL, and are expected to be
fully operational early in 2024. We also have sales forces located in Colombia and Panama with long-standing business relationships in
the region to serve Latin American markets. We have two types of sales operations: contract sales, which are the high-dollar, customer
tailored projects, and standard form sales, which reflect lower-value orders that are of short duration.

 We
expect to benefit from growth in our largest markets in the United States by gaining market share, broadening our geographic
footprint. Favorable demographics in states such as South Carolina, Florida, Texas, and North Carolina, where we have a strong
presence, contribute to continued growth. Despite the overall decline of housing permits in U.S. south region, down 9% year over
year, from a very strong 2022; permits in key cities in Florida, where we maintain a strong presence, increased by 3%. Additionally,
according to Key Media Research ("KMR") data, U.S. nonresidential building construction put in place is expected to
continue expanding through 2024, at an annualized rate of 4.6% to $800 billion, and projected to remain at similar levels through
2026. Residential construction put in place in the U.S. is expected to increase 1.3% during 2024, after a 5.6% decrease presented in 2023. Borrowing costs are expected to decrease during 2024,
as interest rates start to stabilize and probably decline. In late October 2023, 30
year-fixed mortgage rates reached a 23 year high of 7.8% and decreased to 6.7% as of February 2024. These stable to positive macro trends in our core
markets and geographies combined with a lean cost structure, leave us well positioned maintain industry leading margins and further
diversify our presence into the U.S.

 Liquidity

 As
of December 31, 2023 and 2022, we had cash and cash equivalents of approximately $129.5 million and $103.7 million, respectively. During
the year ended December 31, 2023, the main source of cash was operating activities, which generated $138.8 million.

 As
of December 31, 2023, our liquidity position was comprised of $170 million available under committed lines of credit, in addition to
a cash balance of $129.5 million. We anticipate that working capital will continue to be a net benefit to cash flow in the near future,
which in addition to our current liquidity position, provides ample flexibility to service our obligations through the next twelve months.

 Capital
Resources

 We
transform glass and aluminum into high specification architectural glass and custom-made aluminum profiles which require significant
investments in state-of-the-art technology. During the years ended December 31, 2023, and 2022, we made investments primarily in building
and construction, and machinery and equipment in the amounts of $87.3 million, and $83.1 million, respectively. We believe our investments
in technology within recent years have positioned us well for continued growth given the flexibility afforded by our current installed
capacity, improved profitability and enhanced cash generation in the years ahead. Recent examples of our high return investments within
the last two years include:

 of six window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site
 damage by 30%;

 Additional
 aluminum expansion project to increase capacity by approximately 400 tons/month;

 automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage
 by approximately 40%;

 Upgrading
 vacuum magnetron sputter coating machinery which will allow to coat glass before tempering;

 of two centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal
 production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials;

 Acquiring
 1.5 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available
 to factory employees; and

 Establishing
 new vinyl window assembly lines with annualized capacity of approximately $300 million.

 On
May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component
of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of
Saint-Gobain. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9
million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party in
exchange for an aggregate of 1,557,142 ordinary shares of the Company, valued at $7.00 per share, which represented an approximate 33%
premium based on the closing stock price as of October 27, 2020.

 The
land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will
carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8% interest. The new plant will be funded
with proceeds from the original cash contribution made by the Company, operating cash flows from the Bogota plant, debt incurred at the
joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million if
needed (based on debt availability).

 Results
of Operations (Amounts in thousands)

 2023

 2022

 2021

 Operating revenues

 $

 $

 $

 Cost of sales

 442,331

 367,071

 294,201

 Gross profit

 390,934

 349,499

 202,584

 Operating expenses

 (131,172
)

 (123,084
)

 (85,599
)

 Operating income

 259,762

 226,415

 116,985

 Non-operating income and expenses, net

 5,131

 4,218

 Foreign currency transactions gains / (losses)

 2,013

 (4,308
)

 Interest expense and deferred cost of financing

 (9,178
)

 (8,156
)

 (9,850
)

 Debt extinguishment

 -

 -

 (10,699
)

 Income tax provision

 (77,904
)

 (74,758
)

 (28,485
)

 Equity method income

 5,013

 6,680

 4,177

 183,510

 156,412

 68,428

 Income attributable to non-controlling interest

 (628
)

 (669
)

 (277
)

 Income attributable to parent

 $

 $

 $

 Comparison
of years ended December 31, 2023 and December 31, 2022

 Our
operating revenue increased $116.7 million, or 16.3%, from $716.6 million in the year ended December 31, 2022 to $833.3 million in the
year ended December 31, 2023. Strong sales during 2023 were driven by U.S. commercial and single-family residential market activity.
U.S. sales increased $106.7 million, or 15.5%, from $688.4 million in 2022 to $795.1 million in 2023. U.S. Commercial market sales increased
$77.7 million, or 20.3%, from $382.0 million in 2022 to $459.7 million in 2023 as we continue to execute on our growing backlog. U.S.
single family residential market sales increased $29.0 million, or 9.5%, from $306.4 million in 2022 to $335.4 million in 2023 and accounted
for 40.3% of total sales in the year ended December 31, 2023. Sales to Latin-American markets increased $10.0 million, or 35.6%, from
$28.2 million in 2022 to $38.2 million in 2023.

 Gross
profit increased $41.5 million, or 11.9%, to $391.0 million during the year ended December 31, 2023, compared with $349.5 million during
the year ended December 31, 2022. This resulted in gross profit margin reaching 46.9% during the year ended December 31, 2023, down from
48.8% during the year ended December 31, 2022. The 190-basis point decrease in gross margin can be mainly attributable to our revenue
mix which included more installation and stand-alone product sales during the current period. Installation and stand-alone product revenues
were up 21.4% and 9.5% respectively year over year, weighting down overall gross margin. Additionally, unfavorable currency exchange
dynamics impacted our costs denominated in the Colombian Peso against our predominantly US Dollar revenue stream.

 Operating
expenses increased $8.1 million, or 6.6%, from $123.1 million for the year ended December 31, 2022, to $131.2 million for the year ended
December 31, 2023. Administrative and selling Personnel expense increased 27%, from $28.1 million in 2022 to $35.7 in 2023, related to
a larger operation and ongoing geographical expansion. Additionally, provision for accounts receivable increased $2.2 million, from $0.6
million in 2022 to $2.8 million in 2023. However, as a result of our continued effort to enhance our lean administrative structure and
tight cost controls, our operating expenses as a percentage of sales improved from 17.2% in 2022 to 15.7% in 2023.

the years ended December 31, 2023 and 2022, the Company recorded a net non-operating income of $5.1 million and $4.2 million, respectively.
Non-operating income is comprised primarily of interest income from short term investments and deposits, rental properties and gains
on sale of scrap materials and charges to customers on credit card payments, as well as non-operating expenses related to certain charitable
contributions outside of the Company's direct sphere of influence.

expense and deferred cost of financing increased $1.0 million, or 12.5%, to $9.2 million during the year ended December 31, 2023, from
$8.2 million during the year ended December 31, 2022, reflecting an increase in floating interest rates while our debt balance remained
stable.

the year ended December 31, 2023, the Company recorded a non-operating gain of $0.7 million associated with foreign currency transactions.
Comparatively, the Company recorded a net gain of $2.0 million during the year ended December 31, 2022, within the statement of operations
as the Colombian peso appreciated 20.5% during the period.

the years ended December 31, 2023 and 2022, the Company recorded an income tax provision of $77.9 million and $74.8 million, respectively,
reflecting an effective income tax rate of 30.4% and 33.3%, respectively.

 As
a result of the foregoing, the Company recorded net income for the year ended December 31, 2023 of $183.5 million compared to $156.4
million in the year ended December 31, 2022.

 Comparison
of years ended December 31, 2022 and December 31, 2021

 Our
operating revenue increased $219.8 million, or 44.2%, from $496.8 million in the year ended December 31, 2021 to $716.6 million in the
year ended December 31, 2022.

 Strong
sales during 2022 were driven by U.S. single family residential and commercial market activity. U.S. sales increased $232.0 million,
or 50.8%, from $456.3 million in 2021 to $688.4 million in 2022. U.S. single family residential market sales increased $129.1 million,
or 72.8%, from $177.4 million in 2021 to $306.4 million in 2022 and accounted for 42.8% of total sales in the year ended December 31,
2022. U.S. commercial market sales increased $102.9 million, or 36.9%, from $279.0 million in 2021 to $382.0 million in 2022 as we continued
to execute on our growing backlog. Sales to Latin-American markets decreased $12.2 million, or 30.3%, from $40.5 million in 2021 to $28.2
million in 2022 as we focused our efforts on more attractive U.S. markets.

 Gross
profit increased $146.9 million, or 72.5%, to $349.5 million during the year ended December 31, 2022, compared with $202.6 million during
the year ended December 31, 2021. This resulted in gross profit margin reaching 48.8% during the year ended December 31, 2022, up from
40.8% during the year ended December 31, 2021. The 800-basis point improvement in gross margin was mainly attributable to operating leverage
on higher sales, favorable product pricing dynamics, ongoing efficiency efforts, and favorable foreign exchange rates resulting from
a depreciation of the Colombian peso.

 Operating
expenses increased $37.5 million, or 43.8%, from $85.6 million for the year ended December 31, 2021 to $123.1 million for the year ended
December 31, 2022. The increase was driven by $16.2 million, or 70.4%, increase in shipping expense resulting from sales increasing 44.2%
along with some increases in shipping rates and a higher mix of sales going into the more atomized US residential market, a $3.4 million
in non-recurring professional fees, and by a $4.6 million one-time settlement payment associated with a dispute related to a project.

the years ended December 31, 2022 and 2021, the Company recorded net non-operating income of $4.2 million and $0.6 million, respectively.
Non-operating income was comprised primarily of income from rental properties and gains on sale of scrap materials and charges to customers
on credit card payments, as well as non-operating expenses related to certain charitable contributions outside of the Company's
direct sphere of influence.

expense and deferred cost of financing decreased $1.7 million, or 17.2%, to $8.2 million during the year ended December 31, 2022, from
$9.9 million during the year ended December 31, 2021, despite increases in floating interest rates as a result of a reduction of our
debt balance.

the year ended December 31, 2022, the Company recorded a non-operating gain of $2.0 million associated with foreign currency transactions.
Comparatively, the Company recorded a net loss of $4.3 million during the year ended December 31, 2021, within the statement of operations
as the Colombian peso depreciated 20.8% during the period.

the years ended December 31, 2022 and 2021, the Company recorded an income tax provision of $74.8 million and $28.5 million, respectively,
reflecting an effective income tax rate of 33.3% and 30.7%, respectively. The effective income tax rates for both years approximate the
statutory rate of 33.8% and 29.6% for the fiscal years 2022 and 2021, respectively.

 As
a result of the foregoing, the Company recorded a net income for the year ended December 31, 2022 of $156.4 million compared to $68.4
million in the year ended December 31, 2021.

 Cash
Flow from Operations, Investing and Financing Activities

the year ended December 31, 2023 and 2022, operating activities generated approximately $138.8 million and $141.9 million, respectively.
The positive cashflow from operations during the year ended December 31, 2023, has been related to our industry leading profitability,
and enhanced working capital efforts.

 The
main source of operating cash during the year ended December 31, 2023, were contract assets and liabilities, which generated $13.9 million,
resulting from a combination of a decrease in retainage as several jobs in the US were finalized, a reduction of unbilled receivables
tied to our advance on projects currently in execution, and increased advances received from customers. Comparatively, contract assets
and liabilities generated $16.2 million during the year ended December 31, 2022. The largest use of cash in operating activities were
other assets, comprised primarily of prepaid taxes, which used $27.5 million during the year ended December 31, 2023, related to the
aggregate of $107.2 million related to income taxes paid during the period, most of which was paid by the Colombian subsidiaries during
the second quarter of 2023. Comparatively, other assets used $0.5 million during the year ended December 31, 2022, related to the return
of prepaid value added taxes of Colombian subsidiaries offsetting income tax payments during 2022. Cash provided by operating activities
during the year ended December 31, 2023, was negatively impacted by $25.8 million non-cash unrealized foreign currency transaction losses
compared to a net gain of $15.4 million, during the year ended December 2022, as a result of a 20.5% appreciation of the Colombian Peso
against the US Dollar, during 2023.

 We
used $76.0 million and $72.6 million in investing activities during the year ended December 31, 2023 and 2022, respectively. The main
use of cash in investing activities during 2023, was related to the automation of our architectural system assembly processes and incremental
land purchases as further described above in the Capital Resources section. During the year ended December 31, 2023, we paid $78.0 million
to acquire property, plant and equipment, which in combination with $9.3 million acquired under credit, amount to total capital expenditures
of $87.3 million. During 2022, we used $71.3 million for the acquisition or property and equipment. Including assets acquired with debt
or supplier credit, total capital expenditures during the period were $83.2 million. We also received dividends from our investment in
Vidrio Andino for $2.3 million during 2023.

 Financing
activities used $42.8 million and $44.8 million during the years ended December 31, 2023 and 2022, respectively. We paid $16.4 million
and $12.9 million of dividends to holders of our ordinary shares during the years ended December 2023 and 2022, respectively. During
the year ended December 31, 2023, we used $23.5 million to repurchase shares under the $50 million buyback program authorized by our
Board of Directors. Additionally, the Company paid $3.0 million to buy out the non-controlling interest in ESMetals.

 Off-Balance
Sheet Arrangements

 We
did not have any material off-balance sheet arrangements as of December 31, 2023 or 2022.

 Critical
Accounting Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that
affect the assets, liabilities, revenues and expenses, and other related amounts during the periods covered by the financial statements.
Management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables
and assumptions affecting the future resolution of the uncertainties increases, these judgments become more subjective and complex. We
have identified the following accounting policies as the most important to the presentation and disclosure of our financial condition
and results of operations.

 Revenue
Recognition

 For
supply and installation contracts, the performance obligations are satisfied over time and control is deemed to be transferred when the
contract is accepted by our customers. Revenues from supply and installation contracts are recognized using the cost-to-cost method,
measured by the percentage of costs incurred to date to total estimated costs for each contract. Contract modifications routinely occur
to account for changes in contract specifications or requirements. In most cases, contract modifications are for goods or services that
are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price estimates include additional consideration
for submitted contract modifications or claims when the Company believes it has an enforceable right to the modification or claim, the
amount can be reliably estimated, and its realization is reasonably assured. Amounts representing modifications accounted for as part
of the existing contract are included in the transaction price and recognized as an adjustment to sales on a cumulative catch-up basis.

 Trade
Accounts Receivable

 Trade
accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. The Company's
policy is to reserve for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary
based on an analysis of past due accounts and other factors that may indicate that the collectability of an account may be in doubt.
Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and
individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts
receivable. Account balances are deemed to be uncollectible and are charged off within 90 days of having recorded an allowance and all
means of collection have been exhausted and the potential for recovery is considered remote.

of raw materials, which consist primarily of purchased and processed glass, aluminum, vinyl, parts and supplies held for use in the ordinary
course of business, are valued at the lower of cost or net realizable value. Cost is determined using a weighted-average method. Inventory
consisting of certain job specific materials not yet installed (work in process) are valued using the specific identification method.
Cost for finished product inventory are recorded and maintained at the lower of cost or market. Cost includes raw materials and direct
and applicable indirect manufacturing overheads. Also, inventories related to contracts in progress are included within work in process
and finished goods and are stated at using the specific identification method and lower of cost or market, respectively, and are expected
to turn over in less than one year.

 Reserves
for excess or slow-moving raw materials inventories are updated based on historical experience of a variety of factors including sales
volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for
inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock.

 Income
taxes

 The
Company is subject to income taxes in some jurisdictions. Significant judgment is required when determining the worldwide provision for
income taxes. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under
this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities
are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in
deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company's assets
and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. For each tax jurisdiction in which the
Company operates, deferred tax assets and liabilities are offset and are presented as a single noncurrent amount within the consolidated
balance sheets.

 There
are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters
is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and
liabilities in the period in which such determination is made.

 The
Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical
merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that
a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Interest accrued related
to unrecognized tax and income tax related penalties are included in the provision for income taxes. The uncertain income taxes positions
are recorded in "Taxes payable" in the consolidated balance sheets.

 Long
Lived Assets

 The
Company periodically reviews the carrying values of its long-lived assets when events or changes in circumstances would indicate that
it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered
necessary.

 When
circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated
undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts.
If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the
carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques,
including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 Property,
plant and equipment are recorded at cost less accumulated depreciation. Significant improvements and renewals that extend the useful
life of the asset are capitalized. Interest incurred while acquired property is under construction and installation are capitalized.
When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any
related gains or losses are included in income as a reduction to or increase in selling, general and administrative expenses. Depreciation
is computed on a straight-line basis, based on the following estimated useful lives:

 Buildings

 years

 Aircraft

 years

 Machinery
 and equipment

 years

 Furniture
 and fixtures

 years

 Office
 equipment and software

 years

 Vehicles

 years

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk.

 We
are exposed to ongoing market risk related to changes in interest rates, foreign currency exchange rates and commodity market prices.

 A
rise in interest rates could negatively affect the cost of financing for a significant portion of our debt with variable interest rates.
If interest rates were to increase over the next 12 months by 100 basis points, net earnings would decrease by approximately $0.5 million
based the current composition of our indebtedness. This market risk exposure is net of the effect from interest rate hedging derivative
financial instruments further described in the footnotes to the financial statements.

 We
are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. Dollar.
Some of our subsidiaries' operations are based in Colombia, and primarily transact business in local currency. Approximately 3%
of our consolidated revenues and 24% of our costs and expenses are effectively incurred in Colombian pesos, thereby mitigating some of
the risk associated with changes in foreign exchange rates. However, as our costs and expenses in Colombian Pesos exceed, a 5% appreciation
of the Colombian Peso relative to the U.S. Dollar would result in our annual revenues increasing by $1.3 million and our costs and expenses
increasing by approximately $8.1 million, resulting in a $6.8 million decrease to net earnings based on results for the twelve months
ended December 31, 2023.

 Similarly,
a significant portion of the monetary assets and liabilities of these subsidiaries are generally denominated in U.S. Dollars, while their
functional currency is the Colombian peso, thereby resulting in gains or losses from remeasurement of assets and liabilities using end
of period spot exchange rate. These subsidiaries have both monetary assets and monetary liabilities denominated in U.S. Dollars, thereby
mitigating some of the risk associated with changes in foreign exchange rate. U.S. Dollar denominated monetary liabilities exceed their
monetary assets by $37.3 million, such that a 1% devaluation of the Colombian peso will result in a loss of $0.4 million recorded in
the Company's Consolidated Statement of Operations as of December 31, 2023.

 Additionally,
the results of the foreign subsidiaries must be translated into U.S. Dollar, our reporting currency, in the Company's consolidated
financial statements. The currency translation of the financial statements using different exchange rates, as appropriate, for different
parts of the financial statements generates a translation adjustment, which is recorded within other comprehensive income on the Company's
Consolidated Statement of Comprehensive Income and Consolidated Balance Sheet.

 We
are also subject to market risk exposure related to volatility in the prices of aluminum, one of the principal raw materials used for
our manufacturing. The commodities markets, which include the aluminum industry, are highly cyclical in nature, and as a result, prices
can be volatile. Commodity costs are influenced by numerous factors beyond our control, including general economic conditions, the availability
of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions.
Our selling prices are also impacted by changes in commodity costs base our pricing of aluminum products based on the quoted price on
the London Metals Exchange plus a manufacturing premium with the intention of aligning cost of our raw materials with selling prices
to attempt to pass commodity price changes through to our customers.

 We
cannot accurately estimate the impact a one percent change in the commodity costs would have on our results of operation, as the change
in commodity costs would both impact the cost to purchase materials and our selling prices. The impact to our results of operations depends
on the conditions of the market for our products, which could impact our ability to pass commodities costs to our customers.

 Item
 8.

 Statements and Supplementary Data.

 Our
consolidated financial statements, together with the report of our independent registered public accounting firm, appear commencing on
page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosures.

 None.

 Item
 9A.

 Controls
 and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
performed an evaluation required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of our design
and operating effectiveness of the internal controls over financial reporting as of the end of the period covered by this Annual Report.
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, were effective as of December
31, 2023, in order to provide reasonable assurance that the information disclosed in our reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information
is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate
to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

 A
company's internal control over financial reporting includes 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 generally
accepted accounting principles in the United States, and that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial
statements.

 Our
management, including the participation of our principal executive officer and principal financial officer, conducted an evaluation of
the effectiveness of our internal control over financial reporting, as of December 31, 2023, based on criteria set forth in the "Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)".

 Based
on this evaluation, our management concluded that our internal control over financial reporting was effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. PwC Contadores y Auditores S.A.S. has independently assessed the effectiveness of our
internal control over financial reporting and its report is included below.

in Internal Control Over Financial Reporting

 There
has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 Attestation
Report of Registered Public Accounting Firm

 The
report of our independent registered public accounting firm appears commencing on page F-1 of this Annual Report on Form 10-K and is
incorporated herein by reference.

 Item
 9B.

 Other
 Information.

the quarter ended December 31, 2023, (i) no director or officer adopted or terminated any (i) "Rule 10b5-1 trading arrangement,"
as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) "non-Rule
10b5-1 trading arrangement," as defined in Item 408(a) of Regulation S-K; (ii) the Company did not adopt or terminate any Rule
10b5-1 trading arrangement; and (iii) there was no information that was required to be disclosed on a Current Report on Form 8-K during
such quarter that was not so disclosed.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 Our
current directors and executive officers are as follows:

 Name

 Age

 Position

 Jos
 M. Daes

 Chief
 Executive Officer and Director

 Christian
 T. Daes

 Chief
 Operating Officer and Director

 Santiago
 Giraldo

 Chief
 Financial Officer

 Lorne
 Weil

 Non-Executive
 Chairman of the Board

 Luis
 Fernando Castro Vergara

 Anne
 Louise Carricarte

 Julio
 A. Torres

 Carlos
 Alfredo Cure Cure

 Jos
M. Daes has served as our CEO and member of the board of directors since December 2013. Mr. Daes has over 40 years' experience
starting and operating various businesses in Colombia and the United States. Since 1983, he has led the Tecnoglass group, founded with
his brother Christian Daes, our chief operating officer and a director. Mr. Daes has served as chief executive officer of ES since its
inception, responsible for all aspects of ES's operations. Mr. Daes also co-founded TG. Mr. Daes is responsible for the continuous,
ethical and responsible management and growth of the company.

 Christian
T. Daes has served as our Chief Operating Officer and member of the board of directors since December 2013. Mr. Deas has served
as the chief executive officer of TG since its inception in 1994. Mr. Daes leads the automation projects, which reduce the consumption
of materials and increase the efficiency of the company, maintaining the highest safety standards for our workers and the entire international
supply chain.

 Mr.
Daes is the younger brother of Jose M. Daes, our chief executive officer.

 Santiago
Giraldo served as our deputy chief financial officer from February 2016 until August 2017 and has served as our chief financial
officer since such time. He joined Tecnoglass with significant financial experience, in capital markets, bank debt, derivatives, treasury,
M&A and equity related transactions while working at JPMorgan Chase in the United States and Citibank in Colombia. Mr. Giraldo received
a Business Administrator (cum laude) from Washburn University and holds an MBA with an emphasis in International Business and Finance
from California State University at Pomona.

 A.
Lorne Weil has been our Non-Executive Chairman of the Board of Directors since our inception. Mr. Weil was also the Chairman
of the Board of Scientific Games Corporation from October 1991 to November 2013, and was the Company's Chief Executive Officer
for all but approximately 24 months of that time. During his tenure, Scientific Games grew from under $50 million in annualized revenue
to approximately $2 billion. Mr. Weil received a Bachelor of Commerce from the University of Toronto, an M.S. from the London School
of Economics and an M.B.A. from Columbia University.

 Luis
Fernando Castro Vergara has served on our board of directors since November 2018. Since 2017, Mr. Castro Vergara has been serving
as a fund manager in the agroindustry sector and overseeing his investments in the construction, infrastructure and agroindustry sectors.
Mr. Castro Vergara served as the Chief Executive Officer of Banco de Comercio Exterior de Colombia S.A., Colombia's development
bank, from 2013 to 2017. From 2007 to 2008 and 2012 to 2013, Mr. Castro Vergara was the General Manager of Agrodex International SAS,
an import and marketing food company. From 2008 to 2012, he was the Regional Development Agency President of the Barranquilla Chamber
of Commerce. Previously, he was General Manager of Provyser S.A., a commercialization and logistics services company in the food industry.
He is on the board of directors of Unimed Pharmaceuticals Limited, where he also serves as member of the Audit Committee, and of Colombian
the Colombian companies Accenorte SAS and Devimed SAS. Mr. Castro Vergara received a B.S. from Fordham University, a B.S. from Columbia
University and a M.B.A. from the Universidad de los Andes Bogota in Colombia. He has complementary education in economic development
from Harvard University, strategy and leadership from Pennsylvania University and management from Northwestern University.

 Anne
Louise Carricarte has served on our board of directors since August 2022. Ms. Carricarte has over 35 years of experience in domestic
and international marketing, sales, administration, and management. She is a business entrepreneur, executive consultant, and inspirational
speaker skilled in motivation, training, negotiation, and in-depth team building. Ms. Carricarte is the Chief Executive Officer of Simple
Results, Inc., a consulting company she founded in 2006, where she collaborates on multi-cultural projects between countries, generations,
professions, and faiths in both the private and public sectors. Since 2004, Ms. Carricarte has served as an advisor to Grove Services,
a farm-land asset management company, and Unity Groves, which provides 'end-to-end' produce distribution to major US food
chains. She is also one of seven board members for Mathon Investments Corporation, a private fund that manages investments and lending
services. From 1992 until she founded Simple Results, Ms. Carricarte was the Chief Operating Officer of Amedex Holding Insurance Companies/USA
Medical and Chief Executive Officer of Amedex International, which provided health and life insurance products and related services to
clients in Latin America and the Caribbean.

 Julio
A. Torres has been a member of our Board of Directors since October 2011. He previously served as our co-Chief Executive Officer
from October 2011 through January 2013. Since March 2008, Mr. Torres has served as Managing Director of Nexus Capital Partners, a private
equity firm. From April 2006 to February 2008, Mr. Torres served with the Colombian Ministry of Finance acting as the general director
of public credit and the treasury. From June 2002 to April 2006, Mr. Torres served as Managing Director of Diligo Advisory Group, an
investment banking firm. From September 1994 to June 2002, Mr. Torres served as Vice President with JPMorgan Chase Bank. Mr. Torres has
served on the board of directors of AST SpaceMobile, Inc., a company building the first space-based cellular broadband network accessible
directly by standard mobile phones, since April 2021. Mr. Torres received a degree in systems and computer engineering from Los Andes
University, a M.B.A. from Northwestern University and a M.P.A. from Harvard University.

 Carlos
Alfredo Cure Cure has served on our Board of Directors since September 2019. Mr. Cure Cure currently acts as external advisor
to Grupo Ol mpica, one of the largest multi-industry conglomerates in Colombia, and was the former Chairman of the Board of Directors
of Ecopetrol S.A. (NYSE: EC), the leading oil & gas company in Colombia, from September 2015 to March 2019. From 2011 to 2013, Mr.
Cure Cure served as the Colombian Embassador to Venezuela. Earlier in his carrier, Mr. Cure Cure was the Financial Manager of Cementos
del Caribe, General Manager of Cementos Toluviejo, General Manager of Astilleros Uni n Industrial, and Sociedad Portuaria de Barranquilla.
Mr. Cure Cure has served as a board member of Avianca (NYSE: AVH) and Isagen, and is the former President of Bavaria S.A. (AB Inbev,
EBR: ABI). Mr. Cure Cure earned a B.S. in Civil Engineering from Universidad Nacional de Colombia.

 Code
of Conduct

 In
October 2017, we adopted an updated code of conduct that applies to all of our executive officers, directors and employees. The code
of conduct codifies the business and ethical principles that govern all aspects of our business. We will provide, without charge, upon
request, copies of our code of conduct. Requests for copies of our code of conduct should be sent in writing to Tecnoglass Inc., Avenida
Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia, Attn: Corporate Secretary. Readers can also obtain a copy
of our code of conduct on our website at

 Insider
Trading Policy

 The
Company's directors, officers, employees and consultants are subject to the Company's insider trading policy, which generally
prohibits the purchase, sale or trade of the Company's securities with the knowledge of material nonpublic information.

to Shareholder Nominations Procedures

 There
have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

 Audit
Committee and Financial Expert

 We
have a standing audit committee of the board of directors, which consisted of Carlos Cure, Luis Fernando Castro and Julio Torres, with
Carlos Cure serving as chairman during 2022. Each of the members of the audit committee is independent under the applicable NYSE listing
standards.

 As
required by the NYSE listing standards, the audit committee will at all times be composed exclusively of independent directors
who are "financially literate." NYSE listing standards define "financially literate" as being able to read and
understand fundamental financial statements, including a company's balance sheet, income statement, and statement of cash flows.
In addition, the Company must certify to NYSE the committee has, and will continue to have, at least one member who has past employment
experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background
that results in the individual's financial sophistication. The Board of Directors has determined that Julio Torres satisfies NYSE's
definition of financial sophistication and also qualifies as an "audit committee financial expert" as defined under rules
and regulations of the Securities and Exchange Commission.

 Item
 11.

 Executive
 Compensation.

 Overview;
Compensation Discussion and Analysis

 Our
policies with respect to the compensation of our executive officers are administered by our board in consultation with our compensation
committee. Our compensation policies are intended to provide for compensation that:

 is
 sufficient to attract and retain executives of outstanding ability and potential;

 is
 tailored to the unique characteristics and needs of our company;

 considers
 individual value and contribution to our success;

 is
 designed to motivate our executive officers to achieve our annual and long-term goals by rewarding performance based on the attainment
 of those goals;

 is
 designed to appropriately take into account risk and reward in the context of our business environment;

 reflects
 an appropriate relationship between executive compensation and the creation of shareholder value; and

 is
 sensitive to market benchmarks.

 The
compensation committee is in charge of recommending executive compensation packages to our board that meet these goals. In making decisions
about executive compensation, the compensation committee relies on the experience of its members as well as subjective considerations
of various factors, including individual and corporate performance, our strategic business goals, each executive's position, experience,
level of responsibility, and future potential, and compensation paid by companies of similar size in our industry. The compensation committee
sets specific KPI's or benchmarks for annual fixed compensation or for allocations between different elements of compensation.

 Our
compensation committee is charged with performing an annual review of our executive officers' cash compensation and equity holdings
to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the
executive officers relative to comparable officers in other companies. As part of this review, management submits recommendations to
the compensation committee.

 We
believe it is important when making compensation-related decisions to be informed as to current practices of similarly situated publicly
held companies in our industry. Our compensation committee stays appraised of the cash and equity compensation practices of publicly
held companies in the glass and aluminum industries through the review of such companies' public reports and through other resources.
The companies chosen for inclusion in any benchmarking group would have business characteristics comparable to our company, including
revenues, financial growth metrics, stage of development, employee headcount and market capitalization. While benchmarking may not always
be appropriate as a stand-alone tool for setting compensation due to the aspects of our business and objectives, we generally believe
that gathering this information is an important part of our compensation-related decision-making process.

 Consideration
of Shareholder Advisory Votes on Executive Compensation

 We
also take into consideration our most recent shareholder advisory vote (a "Say on Pay Advisory Vote") on executive compensation,
as required by Section 14A of the Securities Exchange Act of 1934. In the last advisory vote, conducted at our annual general meeting
on December 15, 2022, our compensation program was approved on an advisory basis by over 97% of the shareholders who submitted a vote
thereabout (with less than 3% of the votes being against approval or abstaining, collectively). We consider this to be a strong validation
that our pay practices are firmly aligned with our shareholders' best interests. In accordance with the shareholder vote held at
our 2019 annual general meeting, we conduct a Say on Pay Advisory Vote every three years. The next will be at our 2025 annual general
meeting.

 Base
Salaries

 Each
of our named executive officers is employed on an at-will basis. Base salaries for our executive officers are individually determined
by our compensation committee each year to ensure that each executive's base salary forms part of a compensation package which
appropriately rewards the executive for the value he or she brings to our company. Each executive's base salary may be increased
or decreased in the discretion of the compensation committee in accordance with our compensation philosophy.

 Bonuses

 In
addition to their base salaries, our named executive officers are entitled to receive annual performance bonuses based on the company's
financial performance and achievement of certain targets throughout the year.

 Other
Compensation and Benefits

 Named
executive officers receive additional compensation in the form of vacation, medical, 401(k), and other benefits generally available to
all of our employees. We do not provide any other perquisites or other personal benefits to our named executive officers.

 Summary
Compensation Table

 The
following table summarizes the total compensation for the years ended December 31, 20223, 2022 and 2021, of each of our named executive
officers.

 Name and principal position

 Year

 Salary

 Bonus

 Other

 Total (1)

 Jose M. Daes (2)

 2023

 $
 2,940,000

 $
 1,029,000

 $
 -

 $
 3,969,000

 Chief Executive Officer

 2022

 $
 2,100,000

 $
 735,000

 $
 -

 $
 2,835,000

 2021

 $
 1,512,000

 $
 453,600

 $
 -

 $
 1,965,600

 Christian T. Daes (3)

 2023

 $
 2,940,000

 $
 1,029,000

 $
 -

 $
 3,969,000

 Chief Operating Officer

 2022

 $
 2,100,000

 $
 735,000

 $
 -

 $
 2,835,000

 2021

 $
 1,512,000

 $
 453,600

 $
 -

 $
 1,965,600

 Santiago Giraldo (4)

 2023

 $
 594,000

 $
 207,900

 $
 -

 $
 801,900

 Chief Financial Officer

 2022

 $
 440,000

 $
 154,000

 $
 -

 $
 594,000

 2021

 $
 189,162

 $
 47,634

 $
 -

 $
 236,796

 Carlos Amin (5)

 2023

 $
 225,000

 $
 -

 $
 1,416,989

 $
 1,641,989

 Vicepresident of Sales

 2022

 $
 200,000

 $
 -

 $
 955,307

 $
 1,155,307

 2021

 $
 317,676

 $
 -

 $
 690,055

 $
 1,007,731

 Samir Amin (5)

 2023

 $
 225,000

 $
 -

 $
 1,416,989

 $
 1,641,989

 Vicepresident of Operations and Logistics

 2022

 $
 200,000

 $
 -

 $
 955,307

 $
 1,155,307

 2021

 $
 165,000

 $
 -

 $
 690,055

 $
 855,055

 (1)

 the period covered by the table, we did not issue any stock awards, option awards, non-equity incentive plan compensation, or other
 compensation, nor did any of the named executive officers experience any change in pension value and nonqualified deferred compensation
 earnings.

 (2)

 Mr.
 Daes also serves as chief executive officer of ES.

 (3)

 Mr.
 Daes also serves as chief executive officer of TG.

 (4)

 Mr.
 Giraldo's 2021 salary was paid in Colombian pesos.

Arrangements with Named Executive Officers

 On
February 28, 2024, our compensation committee recommended, and on February 29, 2024 our Board approved, the following compensation arrangements
for 2024 for each of Messrs. Daes, Daes, and Giraldo: (i) with respect to each of Messrs. Daes and Daes, a base salary of $3,292,800
plus a bonus of up to $1,152,480; and (ii) with respect to Mr. Giraldo, a base salary of $665,280 and a performance bonus of up to $232,848
per year. Each of the bonuses will be based on our 2023 financial performance and achievement of certain to-be-agreed upon targets throughout
the year.

 Risk
Management as related to our Compensation Policies and Practices

 Our
compensation committee regularly convenes and confers with management regarding our policies and practices of compensating employees,
including non-executive officers, as they relate to risk management practices and risk-taking incentives. Our compensation committee
has determined, and our management agrees, that our current compensation policies and practices for employees are not reasonably likely
to have a material adverse effect on us.

 Policies
and Practices for Granting certain Equity Awards

 As
noted below, we have not granted any share options, share appreciation rights or any other awards under long-term incentive plans. We
do not currently have any plans to issue any such award. If and when we begin issuing such awards, our compensation committee will determine
how the board determines when to grant such awards (for example, whether such awards are granted on a predetermined schedule); and whether
the board or compensation committee takes material nonpublic information into account when determining the timing and terms of such an
award, and, if so, how the board or compensation committee takes material nonpublic information into account when determining the timing
and terms of such an award. In any event, we will take precautions reasonably designed to ensure we do not time the disclosure of material
nonpublic information for the purpose of affecting the value of executive compensation.

 Pay
Versus Performance

 Average

 Average

 Value of Initial Fixed $100 Investment Based On:

 Year

 Summary Compensation Table Total for PEO ($)(1)

 Compensation Actually Paid to PEO ($)(1)

 Summary Compensation Table Total for Non-PEO NEOs ($) (2)

 Compensation Actually Paid to Non-PEO NEOs ($)(2)*

 On Total Shareholder Return ($)

 Peer Group Total Shareholder Return

 Net Income ($)

 Operating Income

 2023

 3,969,000

 3,969,000

 2,385,450

 2,385,450

 712.03

 68.51

 183,000,000

 259,804,000

 2022

 2,835,000

 2,835,000

 1,714,500

 1,714,500

 475.00

 104.65

 156,412,000

 226,415,000

 2021

 1,965,600

 1,965,600

 1,101,198

 1,101,198

 399.35

 148.82

 68,428,000

 116,985,000

 (1)
For each of the years presented in the table, our principal executive officer (PEO) is our Chief Executive Officer, Jose M. Daes.

 (2)
For each of the years presented in the table, our non-principal executive officers (non-PEOs) are Christian T. Daes and Santiago Giraldo.

Arrangements with Named Executive Officers

 On
February 7, 2023, our compensation committee recommended, and on February 28, 2023 our Board approved, the following compensation arrangements
for 2023 for each of Messrs. Daes, Daes, and Giraldo: (i) with respect to each of Messrs. Daes and Daes, a base salary of $2,940,000
plus a bonus of up to $1,029,000; and (ii) with respect to Mr. Giraldo, a base salary of $594,000 and a performance bonus of up to $207,900
per year. Each of the bonuses will be based on our 2023 financial performance and achievement of certain to-be-agreed upon targets throughout
the year.

 Pay
Ratio Disclosures

 The
following pay ratio information is provided in accordance with the requirements of Item 402(u) of Regulation S-K of the Exchange Act.

 For
fiscal 2023, the Company's last completed fiscal year:

 the
 median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $4,579; and

 the
 annual total compensation of the Company's Chief Executive Officer, Jose M. Daes, was $3,969,000.

 Based
on this information, the ratio for 2023 of the annual total compensation of the Chief Executive Officer to the median of the annual total
compensation of all employees is 868 to 1.

 The
following steps were taken to determine the annual total compensation of the median employee and the Chief Executive Officer:

 As
 of December 31, 2023, the employee population consisted of approximately 8,531 individuals, including full time, part time, temporary,
 and seasonal employees employed on that date. This date was selected because it aligned with calendar year end and allowed identification
 of employees in a reasonably efficient manner.

 For
 purposes of identifying the median employee from our employee population base, wages from our internal payroll records for the twelve-month
 period ended December 31, 2023, were used. These wages were consistent with amounts reported to taxation authorities for fiscal 2022.
 Consistent with the calculation of the Chief Executive Officer's annual compensation, other elements of employee compensation
 were considered and added, if applicable when calculating the annual total compensation for all employees.

 In
 addition, the compensation of approximately 1,250 full time or part time employees who were hired during 2023 and employed on December
 31, 2023, was annualized. No full-time equivalent adjustments were made for part time employees, of which there were approximately
 172.

 The
 median employee was identified using this compensation measure and methodology, which was consistently applied to all employees.
 The amounts reported in the 2023 Summary Compensation Table for named executive officers was used for the total annual compensation
 of the Chief Executive Officer. The salary amount reported in this table was annualized to reflect a full year's compensation
 for the purpose of calculating the pay ratio disclosure.

 Outstanding
Equity Awards at Fiscal Year End

 As
of December 31, 2023, we had not granted any share options, share appreciation rights or any other awards under long-term incentive plans
to any of our executive officers.

 Pension
Benefits

 As
of December 31, 2023, we had not granted any pension benefits to any of our executive officers.

 Nonqualified
Defined Contribution and Other Nonqualified Deferred Compensation Plans

 As
of December 31, 2023, we did not have any nonqualified defined contribution or other nonqualified deferred compensation plans.

 Potential
Payments Upon Termination or Change-in-Control

 As
of December 31, 2023, none of our executive officers are entitled to payments or the provision of other benefits such as perquisites
and health care benefits in connection with a termination or change-in-control.

 Each
of our non-employee directors receives cash compensation of $75,522 each year. Additionally, our chairman of the Audit Committee and
each other member of our Audit Committee receives additional cash compensation of $40,000 and $12,658, respectively, for serving on our
Audit Committee. Our Chairman of the Compensation Committee and our Chairman of the Nominating & Governance Committee receive a compensation
of $25,359. Employee directors do not receive cash compensation for their service as directors.

 The
following table summarizes the compensation of our non-employee directors for the year ended December 31, 2023.

 Name

 Fees
earned or paid in cash

 Stock
 Awards

 Total

 Carlos Cure

 $
 128,180

 -

 $
 128,180

 Luis Fernando Castro Vergara

 $
 113,539

 -

 $
 113,539

 Julio A. Torres

 $
 100,838

 -

 $
 100,838

 A. Lorne Weil

 $
 88,180

 -

 $
 88,180

 Anne Louise Carricarte

 $
 113,539

 -

 $
 113,539

 (1)

 To
 date, we have not compensated our directors with stock awards, option awards, non-equity incentive plan compensation, pension value,
 nonqualified deferred compensation earnings or other compensation.

Committee Interlocks and Insider Participation

 No
person who served as a member of the compensation committee of our board of directors during the last completed fiscal year, indicating
each committee member (a) was, during the fiscal year, an officer or employee of ours; (b) was formerly an officer of the registrant;
or (c) had any relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K. We do not have any of the relationships
described in Item 407(e)(4)(iii) that would require disclosure by us pursuant thereto.

Committee Report

 The
compensation committee met with our management to review and discuss the preceding Compensation Discussion and Analysis. Based on such
review and discussion, the compensation committee approved this Compensation Discussion and Analysis and authorized and recommended its
inclusion in this Annual Report on Form 10-K.

 Committee

 Julio
 Torres, Chairperson

 Luis
 Fernando Castro Vergara

 Ann
 Louise Carricarte

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
table and accompanying footnotes set forth certain information based on public filings or information known to Tecnoglass as of December
31, 2023, with respect to the ownership of our ordinary shares by:

 each
 person or group who beneficially owns more than 5% of our ordinary shares;

 each
 of our executive officers and directors; and

 all
 of our directors and executive officers as a group.

 A
person is deemed to be the "beneficial owner" of a security if that person has or shares "voting power," which
includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose
of or to direct the disposition of such security.

 Amount and

 Approximate

 Nature

 Percentage of

 of Beneficial

 Beneficial

 Name and Address of Beneficial Owner (1)

 Ownership

 Ownership

 Directors and Named Executive Officers

 Jose M. Daes

 (2)

 %

 Chief Executive Officer and Director

 Christian T. Daes

 (2)

 %

 Chief Operating Officer and Director

 Santiago Giraldo

 %

 Chief Financial Officer

 Carlos Cure Cure

 %

 Luis F. Castro Vergara

 %*

 A. Lorne Weil

 88,173
 (3)

 *

 Chairman of the Board

 Julio A. Torres

 30,520

 *

 Anne Louise Carricarte

 %

 All directors and executive officers as a group (8 persons)

 118,693

 *

 Five Percent Holders:

 Energy Holding Corporation

 24,628,108
 (4)

 52.4
 %

 *
Less than 1%

 (1)

 Unless
 otherwise indicated, the business address of each of the individuals is Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores,
 Barranquilla, Colombia.

 (2)

 Does
 not include shares held by Energy Holding Corporation, in which this person has an indirect ownership interest.

 (3)

 Does
 not include 140,031 ordinary shares held by Child's Trust f/b/o Francesca Weil u/a dated March 4, 2010, and 140,031 ordinary
 shares held by Child's Trust f/b/o Alexander Weil u/a dated March 4, 2010, irrevocable trusts established for the benefit of
 Mr. Weil's children.

 (4)

 Joaquin
 Fernandez and Alberto Velilla Becerra are the directors of Energy Holding Corporation and may be deemed to share voting and dispositive
 power over such shares.

 Equity
Compensation Plan Information

 Plan Category

 Number of securities to
 be issued upon exercise
 of outstanding options,
 warrants and rights

 Weighted-average
 exercise price of
 outstanding options,
 warrants and rights

 Number of securities remaining
 available for future issuance
 under equity compensation plans
 (excluding securities
 reflected in
 the first column)

 Equity compensation plans approved by security holders

 —

 —

 1,593,917
 (1)

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 —

 —

 1,593,917

 (1)
On December 20, 2013, our shareholders approved our 2013 Long-Term Equity Incentive Plan. Under this plan, 1,593,917 ordinary shares
are reserved for issuance in accordance with the plan's terms to eligible employees, officers, directors and consultants. As of
December 31, 2022, no awards had been made under the 2013 Plan.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 Related
Party Transactions

 Alutrafic
Led SAS

 In
the ordinary course of business, we sell products to Alutrafic Led SAS ("Alutrafic"), a fabricator of electrical lighting
equipment. Affiliates of Jose Daes and Christian Daes, the Company's Chief Executive Officer and Chief Operating Officer, respectively,
have an ownership stake in Alutrafic. We sold $0.8 million to Alutrafic during fiscal year ended December 31, 2023. We had outstanding
accounts receivable from Alutrafic for $0.3 million as of December 31, 2023.

 Barranquilla
Capital de Luz SAS

 In
the ordinary course of business, we purchase products from Barranquilla Capital de Luz SAS ("Alubaq"), a fabricator of electrical
lighting equipment. Affiliates of Jose Daes and Christian Daes have an ownership stake in Alubaq. We purchased equipment from Alubaq
for $0.4 million during the fiscal year ended December 31, 2023.

 Fundacion
Tecnoglass-ESWindows

 Fundacion
Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we
operate. During the year ended December 31, 2023, we made charitable contributions of $3.3 million to the organization.

 Il
Vetro Ltd

 In
the ordinary course of business, we sell products to Il Vetro Ltd., a distributor and installer of architectural systems in the Bahamas
that. is owned and controlled by family members of Giovanni Monti, who serves as a senior executive at our subsidiary GM&P. We sold
$0.3 million to Il Vetro Ltd during fiscal year ended December 31, 2023.

 Incantesimo
SAS

 On
November 10, 2023, we acquired the remaining 30% equity interest in ESMetals previously not owned by us for an aggregate of $5.5 million
from Incantesimo SAS, a Colombia domiciled company of which the primary beneficiary is Carlos Pe a, who holds a senior management
position at the Company. The Company paid $3.0 million during November and December 2023, and $2.5 million remains outstanding as of
December 31, 2023, to be paid 6 months after the acquisition date.

 Prisma-Glass
LLC

 In
the ordinary course of business, we sell products to Prisma-Glass LLC, a distributor and installer of architectural systems in Florida
that is owned and controlled by family members of Christian Daes. We sold $0.8 million to Prisma-Glass LLC during the fiscal year ended
December 31, 2023 and had outstanding accounts receivable of $0.3 million as of December 31, 2023.

 Santa
Maria del Mar SAS

 In
the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estaci n Santa Maria del Mar SAS,
a gas station located near our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes. During the year ended
December 31, 2023, we purchased $1.3 million of fuel from this entity.

 Studio
Avanti SAS

 In
the ordinary course of business, we sell products to Studio Avanti SAS ("Avanti"), a distributor and installer of architectural
systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling
shareholder of the Company. We sold $0.6 million to Avanti during the fiscal year ended December 31, 2023 and had outstanding accounts
receivable from Avanti for $0.5 million as of December 31, 2023.

 Vidrio
Andino Joint Venture

 On
May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component
of our manufacturing process, whereby we acquired a 25.8% minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of
Saint-Gobain. The purchase price for our interest in Vidrio Andino was $45 million, of which $34.1 million was paid in cash and $10.9
million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party in
exchange for an aggregate of 1,557,142 ordinary shares of the Company, valued at $7.00 per share, which represented an approximate 33%
premium based on the closing stock price as of October 27, 2020.

 The
land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will
carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8% interest. The new plant will be funded
with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the
joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $12.5 million if
needed (based on debt availability as a first option).

 In
the ordinary course of business, we purchased $32.0 million from Vidrio Andino in 2023. As of December 31, 2023, we had outstanding payables
to Vidrio Andino for $3.9 million. We recorded equity method income of $5.0 million on our Consolidated Statement of Operations during
the year ended December 31, 2023. During the year ended December 31, 2023, we received a dividend payment of $2,282 from Vidrio Andino.

 Zofracosta
SA

 We
have an investment in Zofracosta SA, a real estate holding company located in the vicinity of the proposed glass plant being built through
our Vidrio Andino joint venture, recorded at $0.8 million as of December 31, 2023. Affiliates of Jose Daes and Christian Daes have a
majority ownership stake in Zofracosta SA.

 Indemnification
Agreements

 Effective
March 5, 2014, we entered into indemnification agreements with each of our executive officers and members of our board of directors.
The indemnification agreements supplement our Third Amended and Restated Memorandum and Articles of Association and Cayman Islands law
in providing certain indemnification rights to these individuals. The indemnification agreements provide, among other things that we
will indemnify these individuals to the fullest extent permitted by Cayman Islands law and to any greater extent that Cayman Islands
law may in the future permit, including the advancement of attorneys' fees and other expenses incurred by such individuals in connection
with any threatened, pending or completed action, suit or other proceeding, whether of a civil, criminal, administrative, regulatory,
legislative or investigative nature, relating to any occurrence or event before or after the date of the indemnification agreements,
by reason of the fact that such individuals is or were our directors or executive officers, subject to certain exclusions and procedures
set forth in the indemnification agreements, including the absence of fraud or willful default on the part of the indemnitee and, with
respect to any criminal proceeding, that the indemnitee had no reasonable cause to believe his conduct was unlawful.

 Related
Person Policy

 Our
Code of Conduct requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts
of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined
as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or
any of our subsidiaries are a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater
than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has
or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial
owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult
to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family,
receives improper personal benefits as a result of his or her position.

 Our
audit committee, pursuant to its written charter, is responsible for reviewing and approving material or significant related-party transactions
to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve
a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available
to an unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the transaction.
No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide
the audit committee with all material information concerning the transaction. Additionally, we require each of our directors and executive
officers to complete an annual directors' and officers' questionnaire that elicits information about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

Independence

 We
adhere to the NYSE listing standards in determining whether a director is independent. Our board of directors consults with its counsel
to ensure that the board's determinations are consistent with those rules and all relevant securities and other laws and regulations
regarding the independence of directors.

 The
NYSE listing standards define an "independent director" as a person, other than an executive officer of a company or any
other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, we have affirmatively
determined that Messrs. Weil, Cure Cure, Castro Vergara, Torres and Ms. Carricarte qualify as independent directors. Our independent
directors have regularly scheduled meetings at which only independent directors are present.

 Item
 14.

 Principal
 Accounting Fees and Services.

 The
following fees were paid to PwC for services rendered in years ended December 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Audit Fees (1)

 $
 854,512

 $
 692,754

 Audit-Related Fees (2)

 -

 All Other Fees (3)

 2,000

 2,900

 Total Fees

 $
 857,412

 $
 696,030

 (1)

 Audit
 fees consist of fees paid for professional services by PwC for audit and quarterly review of the Company's consolidated financial
 statements during the years ended December 31, 2023, and 2022, and related services normally provided in connection with statutory
 and regulatory filings or engagements.

 (2)

 Audit-related
 fees represent the aggregate fees billed for assurance and related professional services rendered by PwC that are reasonably related
 to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees".

 (3)

 Other
 fees represent fees billed for professional services rendered by PwC in connection with subscription to information services and
 training. The Company was not billed for any fees billed in either of the last two fiscal years for professional services rendered
 by PwC for tax compliance, tax advice, and tax planning. Such "Tax Fees" would have been reported in the table above
 if any.

 Pre-Approval
Policies and Procedures. In accordance with Section 10A(i) of the Securities Exchange Act of 1934, as amended, before we engage our
independent registered public accounting firm to render audit or non-audit services, the engagement is approved by our audit committee.
Our audit committee approved all of the fees referred to in the rows titled "Audit Fees," "Audit-Related Fees,"
and "All Other Fees" in the table above.

 Representatives
of PwC are expected to attend the annual general meeting. The representatives will have an opportunity to make any statements and will
be available to respond to appropriate questions from shareholders.

 Audit
Committee Approval

 Our
audit committee pre-approved all the services performed by PwC Contadores y Auditores S.A.S. In accordance with Section 10A(i) of the
Securities Exchange Act of 1934, before we engage our independent accountant to render audit or non-audit services on a going-forward
basis, the engagement will be approved by our audit committee.

 PART
IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules.

 (a)

 The
 following documents are filed as part of this Form 10-K:

 (1)

 Financial Statements:

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations and Comprehensive Income

 Statements of Shareholders' Equity

 Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Statement Schedules:

 None.

 (3)

 The
 following exhibits are filed as part of this Form 10-K

 Exhibit

 No.

 Description

 Included

 Form

 Filing
 Date

 3.1

 Third Amended and Restated Memorandum and Articles of Association.

 By

 14A

 4, 2013

 4.1

 Specimen Ordinary Share Certificate.

 By

 S-1/A

 January
 23, 2012

 4.2

 Specimen Warrant Certificate.

 By

 S-1/A

 28, 2011

 4.3

 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.

 By

 March
 22, 2012

 4.4

 Description of the Company's Securities

 By

 March
 8, 2021

 10.1

 Amended and Restated Registration Rights Agreement among the Company, the Initial Shareholders and Energy Holding Corporation.

 By

 27, 2013

 10.2

 2013 Long-Term Incentive Equity Plan

 By

 14A

 4, 2013

 10.3

 Form of Indemnification Agreement

 By

 March
 5, 2014

 10.4

 Settlement Agreement, dated June 30, 2018, between the Company and Giovanni Monti

 By

 Form

 March
 8, 2019

 10.5

 Investment Agreement dated January 11, 2019, by and among Tecnoglass Inc., Holding Concorde S.A.S., Saint-Gobain Colombia S.A.S., Saint-Gobain Cristaleria S.L., and Pilkington International Holdings B.V.

 By

 January
 11, 2019

 Insider Trading Policy

 List of subsidiaries.

 23.1

 Consent of PwC Contadores y Auditores S. A. S.

 Power of Attorney (included on signature page of this Form 10-K).

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 Item
 16.

 Form
 10-K Summary.

 None.

 SIGNATURES

 Pursuant
to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on the 29 th day of February, 2024.

 TECNOGLASS
 INC.

 By:

 /s/
 Santiago Giraldo

 Name:

 Santiago
 Giraldo

 Title:

 Chief
 Financial Officer (Principal

 and Accounting Officer)

 POWER
OF ATTORNEY

 The
undersigned directors and officers of Tecnoglass Inc. hereby constitute and appoint Jose Daes and Santiago Giraldo with full power to
act as our true and lawful attorney-in-fact with full power to execute in our name and behalf in the capacities indicated below, this
annual report on Form 10-K and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm all that such attorneys-in-fact, or
any of them, or their substitutes shall lawfully do or cause to be done by virtue hereof.

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/
 Jose M. Daes

 Chief
 Executive Officer

 Jose
 M. Daes

 (Principal
 Executive Officer)

 /s/
 Christian T. Daes

 Chief
 Operating Officer

 Christian
 T. Daes

 /s/
 Santiago Giraldo

 Chief
 Financial Officer

 Santiago
 Giraldo

 (Principal
 Financial and Accounting Officer)

 /s/
 A. Lorne Weil

 (Non-Executive Chairman)

 A.
 Lorne Weil

 /s/
 Carlos A. Cure

 Samuel
 R. Azout

 /s/
 Luis Fernando Castro

 Luis
 Fernando Castro

 /s/
 Anne Louise Carricarte

 Anne
 Louise Carricarte

 /s/
 Julio A. Torres

 Julio
 A. Torres

Inc.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Audited
 Financial Statements:

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID NO: 6466)
 Barranquilla, Colombia

 Consolidated Balance Sheets at December 31, 2023, 2022

 Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2023, 2022 and 2021

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Shareholders of Tecnoglass Inc.

 Opinions
on the Financial Statements and Internal Control over Financial Reporting

 We
have audited the accompanying consolidated balance sheets of Tecnoglass Inc. and its subsidiaries (the "Company") as of December
31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the
"consolidated financial statements"). We also have audited the Company's internal control over financial reporting
as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).

 In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

 Basis
for Opinions

 The
Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's
Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's
consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud,
and whether effective internal control over financial reporting was maintained in all material respects.

 F- 2

 Our
audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 Definition
and Limitations of Internal Control over Financial Reporting

 A
company's 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 for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes 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 generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's 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.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material
to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.

 F- 3

 Revenue
Recognition - Estimated Costs to Complete Fixed Price Contracts

 As
described in Notes 2 and 6 to the consolidated financial statements, $128.3 million of the Company's total revenues for the year
ended December 31, 2023 was generated from fixed price contracts. For the Company's fixed price contracts, revenues are recognized
using the cost-to-cost method, measured by the percentage of costs incurred to date to total estimated costs for each contract. As disclosed
by management, the Company generally uses the cost-to-cost method to measure progress for its contracts, which occurs as the Company
incurs costs on the contracts. Under the cost-to-cost method, sales are generally recorded at amounts equal to the ratio of actual cumulative
costs incurred divided by total estimated costs at completion, multiplied by (i) the transaction price, less (ii) the cumulative sales
recognized in prior periods. Due to the nature of the work required to be performed, management's estimation of costs at completion
is complex and requires significant judgment based on reasonable estimations. Management has disclosed that, while there are various
factors that can affect the accuracy of cost estimates related to the revision of the proper allocation of indirect labor and indirect
material costs to each project, such estimates are made based on the most updated historical information and margins of those indirect
costs over the associated revenues and on all relevant information associated with each specific project at any point in time.

 The
principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs to complete
fixed price contracts is a critical audit matter are (i) the significant judgments by management when determining the estimated costs
to complete fixed price contracts and (ii) a high degree of auditor judgment and effort in performing procedures and evaluating management's
estimates of total costs to complete fixed price contracts. Management's estimates included judgments relating to the allocation
of indirect labor and indirect material costs to each project of actual incurred costs to date on the contract.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including
controls over the determination of estimated costs to complete fixed price contracts and controls over management's review and
approval of the actual indirect labor and indirect material costs allocated to the project and testing management's process for
reviewing and approving the costs of the contract. These procedures also included, among others testing the estimate of costs at completion
for a sample of contracts, which included evaluating the reasonableness of the allocation of indirect labor and indirect material costs
to each project and considering the factors that can affect the accuracy of these estimates. Evaluating the reasonableness of the allocation
of indirect labor and indirect material costs to each project involved assessing management's ability to reasonably estimate costs
to complete fixed price contracts by (i) performing a comparison of the originally estimated and actual costs incurred; and (ii) evaluating
the timely identification of circumstances that may warrant a modification to estimated costs to complete, including actual costs in
excess of estimates.

 /s/
PwC Contadores y Auditores S.A.S.

 PwC
Contadores y Auditores S.A.S

 We
have served as the Company's auditor since 2014.

 F- 4

Balance Sheets

 (In
thousands, except share and per share data)

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 129,508

 $
 103,671

 Investments

 2,907

 2,049

 Trade accounts receivable, net

 166,498

 158,397

 Due from related parties

 1,387

 1,447

 159,070

 124,997

 Contract assets – current portion

 17,800

 12,610

 Other current assets

 58,590

 28,963

 Total current assets

 $
 535,760

 $
 432,134

 Long-term assets:

 Property, plant and equipment, net

 $
 324,591

 $
 202,865

 Deferred income taxes

 Contract assets – non-current

 8,797

 8,875

 Long-term trade accounts receivable

 -

 1,225

 Intangible assets

 3,475

 2,706

 Goodwill

 23,561

 23,561

 Equity method investment

 60,570

 57,839

 Other long-term assets

 5,794

 4,545

 Total long-term assets

 426,957

 302,174

 Total assets

 $
 962,717

 $
 734,308

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:

 Short-term debt and current portion of long-term debt

 $
 7,002

 $

 Trade accounts payable and accrued expenses

 82,784

 90,186

 Due to related parties

 7,498

 5,323

 Dividends payable

 4,265

 3,622

 Contract liability – current portion

 72,543

 49,601

 Other current liabilities

 61,794

 60,566

 Total current liabilities

 $
 235,886

 $
 209,802

 Long-term liabilities:

 Deferred income taxes

 $
 15,793

 $
 5,190

 Contract liability – non-current

 Long-term debt

 163,004

 168,980

 Total long-term liabilities

 178,811

 174,181

 Total liabilities

 $
 414,697

 $
 383,983

 SHAREHOLDERS' EQUITY

 Preferred shares, $ 0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2023 and December 31, 2022 respectively

 $
 -

 $
 -

 Ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 46,996,708 and 46,674,773 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 Legal Reserves

 1,458

 1,458

 Additional paid-in capital

 192,385

 Retained earnings

 400,035

 234,254

 Accumulated other comprehensive (loss)

 ( 45,863
)

 ( 106,187
)

 Shareholders' equity attributable to controlling interest

 348,820

 Shareholders' equity attributable to non-controlling interest

 -

 1,505

 Total shareholders' equity

 350,325

 Total liabilities and shareholders' equity

 $
 962,717

 $
 734,308

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

Statements of Operations and Comprehensive Income

 (In
thousands, except share and per share data)

 2023

 2022

 2021

 Twelve months ended

 2023

 2022

 2021

 Operating revenues:

 External customers

 $
 830,879

 $
 714,735

 $
 494,665

 Related parties

 2,386

 1,835

 2,120

 Total operating revenues

 Cost of sales

 442,331

 367,071

 294,201

 Gross profit

 390,934

 349,499

 202,584

 Operating expenses:

 Selling expense

 ( 68,061
)

 ( 69,006
)

 ( 49,768
)

 General and administrative expense

 ( 63,111
)

 ( 54,078
)

 ( 35,831
)

 Total operating expenses

 ( 131,172
)

 ( 123,084
)

 ( 85,599
)

 Operating income

 259,762

 226,415

 116,985

 Non-operating income, net

 5,131

 4,218

 Foreign currency transactions gains (losses)

 2,013

 ( 4,308
)

 Interest expense and deferred cost of financing

 ( 9,178
)

 ( 8,156
)

 ( 9,850
)

 Equity method income

 5,013

 6,680

 4,177

 Extinguishment of Debt

 -

 -

 ( 10,699
)

 Income before taxes

 261,414

 231,170

 96,913

 Income tax provision

 ( 77,904
)

 ( 74,758
)

 ( 28,485
)

 $
 183,510

 $
 156,412

 $
 68,428

 Income attributable to non-controlling interest

 ( 628
)

 ( 669
)

 ( 277
)

 Income attributable to parent

 $

 $

 $

 Basic income per share

 $
 3.85

 $
 3.27

 $
 1.43

 Diluted income per share

 $
 3.85

 $
 3.27

 $
 1.43

 Basic weighted average common shares outstanding

 47,508,980

 Diluted weighted average common shares outstanding

 47,508,980

 Other comprehensive income:

 Foreign currency translation adjustments

 63,058

 ( 46,623
)

 ( 25,080
)

 Change in fair value derivative contracts

)

 9,187

 ( 159
)

 Other Comprehensive Income

 60,324

 ( 37,436
)

 ( 25,239
)

 Total Comprehensive income

 $
 243,834

 $
 118,976

 $
 43,189

 Income attributable to non-controlling interest

 ( 628
)

 ( 669
)

 ( 277
)

 Total comprehensive income attributable to parent

 $
 243,206

 $
 118,307

 $
 42,912

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 Tecnoglass,

Statements of Shareholders' Equity

 For
the Years Ended December 31, 2023, 2022, and 2021

 (In
thousands, except share data)

 Ordinary Shares, $0.0001
 Par Value

 Additional Paid in

 Legal

 Retained

 Accumulated Other Comprehensive

 Total Shareholders'

 Non-Controlling

 Total Shareholders' Equity and Non-Controlling

 Shares

 Amount

 Capital

 Reserve

 Earnings

 Loss

 Equity

 Balance at December 31, 2020

 2,273

 29,926

 ( 43,512
)

 207,981

 208,541

 Dividend ( 0.15 per share)

 -

 -

 -

 -

 ( 7,032
)

 -

 ( 7,032
)

 -

 ( 7,032
)

 Derivative financial instruments

 -

 -

 -

 -

 -

 ( 159
)

 ( 159
)

 -

 ( 159
)

 Foreign currency translation

 -

 -

 -

 -

 -

 ( 25,080
)

 ( 25,080
)

 -

 ( 25,080
)

 -

 -

 -

 -

 -

 68,428

 Balance at Diciembre 31, 2021

 2,273

 91,045

 ( 68,751
)

 243,862

 244,698

 Dividend ( 0.28 per share)

 -

 -

 -

 -

 ( 13,349
)

 -

 ( 13,349
)

 -

 ( 13,349
)

 Legal reserve

 -

 -

 -

 ( 815
)

 -

 -

 -

 -

 Derivative financial instruments

 -

 -

 -

 -

 -

 9,187

 9,187

 -

 9,187

 Foreign currency translation

 -

 -

 -

 -

 -

 ( 46,623
)

 ( 46,623
)

 -

 ( 46,623
)

 -

 -

 -

 -

 -

 156,412

 Balance at December 31, 2022

 1,458

 234,254

 ( 106,187
)

 348,820

 1,505

 350,325

 Balance

 1,458

 234,254

 ( 106,187
)

 348,820

 1,505

 350,325

 Dividend ( 0.36 per share)

 -

 -

 -

 -

)

 -

)

 -

)

 Dividend

 -

 -

 -

 -

)

 -

)

 -

)

 Share Repurchase

 ( 678,065
)

 -

 ( 23,537
)

 -

 -

 -

 ( 23,537
)

 ( 23,537
)

 Non-controlling interest Purchase

 -

 -

 ( 3,368
)

 -

 -

 -

 ( 3,368
)

 ( 2,133
)

 ( 5,501
)

 Derivative financial instruments

 -

 -

 -

 -

 -

)

)

 -

)

 Foreign currency translation

 -

 -

 -

 -

 -

 63,058

 63,058

 -

 63,058

 -

 -

 -

 -

 -

 183,510

 Balance at December 31, 2023

 46,996,708

 192,385

 1,458

 400,035

 ( 45,863
)

 -

 Balance

 46,996,708

 192,385

 1,458

 400,035

 ( 45,863
)

 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

Statements of Cash Flows

 (In
thousands)

 2023

 2022

 2021

 2023

 2022

 2021

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
 183,510

 $
 156,412

 $
 68,428

 Adjustments to reconcile net income to net cash provided by operating activities:

 Provision for bad debts

 2,809

 1,599

 Provision for obsolete inventory

 Depreciation and amortization

 21,878

 19,686

 20,923

 Deferred income taxes

 8,345

 5,484

 4,400

 Equity method income

 ( 5,013
)

 ( 6,680
)

 ( 4,177
)

 Deferred cost of financing

 1,243

 1,370

 1,368

 Other non-cash adjustments

 ( 36
)

 ( 91
)

 Loss on debt extinguishment

 -

 -

 2,333

 Unrealized currency translation losses

 ( 25,854
)

 15,385

 14,175

 Changes in operating assets and liabilities:

 Trade accounts receivable

 ( 780
)

 ( 54,179
)

 ( 38,515
)

 ( 522
)

 ( 63,937
)

 ( 16,747
)

 Prepaid expenses

 ( 2,849
)

 ( 2,405
)

 ( 3,293
)

 Other assets

 ( 27,547
)

 ( 483
)

 ( 14,877

 Other liabilities

 ( 62
)

 ( 1,862
)

 ( 435
)

 Trade accounts payable and accrued expenses

 ( 17,428
)

 7,220

 38,001

 Accrued interest expense

 ( 1
)

 ( 1
)

 ( 7,173
)

 Taxes payable

 ( 12,851
)

 45,250

 16,125

 Labor liabilities

 1,109

 Contract assets and liabilities

 13,871

 16,174

 28,593

 Related parties

 ( 1,218
)

 2,933

 6,206

 CASH PROVIDED BY OPERATING ACTIVITIES

 $
 138,827

 $
 141,920

 $
 117,253

 CASH FLOWS FROM INVESTING ACTIVITIES

 Proceeds from sale of investments

 -

 -

 Proceeds from sale of property and equipment

 -

 -

 Dividends received

 2,282

 -

 -

 Purchase of investments

 ( 339
)

 ( 1,257
)

 ( 63
)

 Acquisition of property and equipment

 ( 77,960
)

 ( 71,327
)

 ( 51,513
)

 CASH USED IN INVESTING ACTIVITIES

 $
 ( 76,017
)

 $
 ( 72,584
)

 $
 ( 50,761
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Cash dividend

 ( 16,427
)

 ( 12,869
)

 ( 5,243
)

 Stock buyback

 ( 23,537
)

 -

 -

 Non controlling interest purchase

 ( 3,000
)

 -

 -

 Loss on debt extinguishment – call premium

 -

 -

 ( 8,610
)

 Proceeds from debt

 221,350

 Debt discount and issuance costs

 -

 -

 ( 1,489
)

 Repayments of debt

 -

 ( 31,981
)

 ( 249,797
)

 CASH USED IN FINANCING ACTIVITIES

 $
 ( 42,768
)

 $
 ( 44,801
)

 $
 ( 43,789
)

 Effect of exchange rate changes on cash and cash equivalents

 $
 5,795

 $
 ( 5,875
)

 $
 ( 5,360
)

 NET INCREASE IN CASH

 25,837

 18,660

 17,343

 CASH – Beginning of period

 103,671

 85,011

 67,668

 CASH – End of period

 $
 129,508

 $
 103,671

 $
 85,011

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 Cash paid during the period for:

 $
 11,624

 $
 6,421

 $
 15,531

 Income Tax

 $
 107,150

 $
 27,191

 $
 13,399

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Assets acquired under credit or debt

 $
 9,311

 $
 11,800

 $
 1,859

 Unpaid portion of non-controlling interest purchase

 $
 2,500

 $
 -

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 8

 Notes
to Consolidated Financial Statements

 (Amounts
in thousands, except share and per share data)

 Note
1. General

 Business
Description

Inc., a Cayman Islands exempted company (the "Company", "Tecnoglass," "TGI," "we, "us"
or "our") manufactures hi-specification, architectural glass and windows for the global residential and commercial construction
industries. Currently the Company offers design, production, marketing, and installation of architectural systems for buildings of high,
medium and low elevation size. Products include windows and doors in glas, aluminum, and vinyl, office partitions and interior divisions,
floating facades and commercial window showcases. The Company sells to customers in North, Central and South America, and exports more
than 95% of its production to foreign countries.

 The
Company manufactures glass, aluminum, and vinyl products. Its glass products include tempered glass, laminated glass, thermo-acoustic
glass, curved glass, silk-screened glass, acoustic glass and digital print glass. Its Alutions plant produces mill finished, anodized,
painted aluminum profiles and rods, tubes, bars and plates. Alutions' operations include extrusion, smelting, painting and anodizing
processes, and exporting, importing and marketing aluminum products. Its newly installed vinyl assembling lines manufacture and distributes
cutting-edge vinyl windows for new and existing customers.

 The
Company also designs, manufactures, markets and installs architectural systems for high, medium and low-rise construction, glass, aluminum
and vinyl windows and doors, office dividers and interiors, floating facades and commercial display windows.

 Note
2. Basis of Presentation and Summary of Significant Accounting Policies

 Basis
of Presentation and Management's Estimates

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP") and pursuant to the accounting and disclosure rules and regulations of the Securities
and Exchange Commission ("SEC").

 The
preparation of the accompanying consolidated financial statements requires the Company to make estimates and judgments that affect the
reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the
date of the Company's financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Estimates inherent in the preparation of these consolidated financial statements relate to the collectability of account receivables,
the valuation of inventories, estimated earnings on uncompleted contracts, income taxes, useful lives and potential impairment of long-lived
assets.

 Principles
of Consolidation

 These
audited consolidated financial statements consolidate TGI, its subsidiaries Tecnoglass S.A.S ("TG"), C.I. Energ a
Solar S.A.S E.S. Windows ("ES"), ES Windows LLC ("ESW LLC"), Tecnoglass LLC ("Tecno LLC"), Tecno
RE LLC ("Tecno RE"), GM&P Consulting and Glazing Contractors ("GM&P"), Componenti USA LLC, ES Metals
SAS ("ES Metals"), and Ventanas Solar S.A ("VS"), which are entities in which we have a controlling financial
interest because we hold a majority voting interest. To determine if we hold a controlling financial interest in an entity, we first
evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated
under the voting interest model. All significant intercompany accounts and transactions are eliminated in consolidation, including unrealized
intercompany profits and losses. The equity method of accounting is used for investments in affiliates and other joint ventures over
which the Company has significant influence but does not have effective control.

 Non-controlling
interest

 When
the Company owns a majority of a subsidiary's stock, the Company includes in its consolidated financial statements the non-controlling
interest in the subsidiary. The non-controlling interest in the Consolidated Statements of Operations and Other Comprehensive Income
is equal to the non-controlling proportionate share of the subsidiary's net income and, as included in Shareholders' Equity
on the Consolidated Balance Sheet, is equal to the non-controlling proportionate share of the subsidiary's net assets. We used
to own 70 % of the equity interest in ESMetals until we acquired the complete equity interest in November 10, 2023 from Incantesimo SAS
in a transaction further described above in Note 17 – Related Parties.

 Foreign
Currency Translation and Transactions

 The
consolidated financial statements are presented in U.S. Dollars, the reporting currency. Our foreign subsidiaries' local currency
is the Colombian Peso, which is also their functional currency as determined by the market analysis, costs and expenses, assets, liabilities,
financing and cash flow indicators. As such, our subsidiaries' assets and liabilities are translated at the exchange rate in effect
at the balance sheet date, with equity being translated at the historical rates. Revenues and expenses of our foreign subsidiaries are
translated at the average exchange rates for the period. The resulting cumulative foreign currency translation adjustments from this
process are included as a component of accumulated other comprehensive income (loss). Therefore, the U.S. Dollar value of these items
in our financial statements fluctuates from period to period.

 F- 9

 Cash
and Cash Equivalents

 Cash
and cash equivalents include investments with original maturities of three months or less. As of December 31, 2023, and 2022, cash and
cash equivalents were primarily comprised of deposits held in operating accounts in the United States, and to a lesser amount, Colombia,
and Panama. As of December 31, 2023, and 2022 the Company had no restricted cash.

 Investments

 The
Company's investments are comprised of securities available for sale, short term deposits and income producing real estate.

 We
have investments in long-term marketable equity securities which are classified as available-for-sale securities and are recorded at
fair value.

 Short-
term deposits and other financial instruments with maturities greater than 90 days and shares in other companies that do not meet the
requirements for equity method treatment are recorded for at cost.

 Trade
Accounts Receivable

 Trade
accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts and sales returns. The Company's
policy is to reserve for uncollectible accounts based on its best estimate of the amount of expected credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to determine whether an allowance for doubtful accounts is necessary
based on an analysis of current credit losses and other factors that may indicate that the collectability of an account may be in doubt.
Other factors that the Company considers include its existing contractual obligations, historical payment patterns of its customers and
individual customer circumstances, and a review of the local economic environment and its potential impact on the collectability of accounts
receivable. Account balances are deemed to be uncollectible and are charged off within 90 days of having recorded an allowance and all
means of collection have been exhausted and the potential for recovery is considered remote.

 On
certain fixed price contracts, a portion of the amounts billed are withheld by the customer as a retainage which typically amount to
 10 % of the invoiced amount and can remain outstanding for several months until a final good receipt of the complete project to the customers
satisfaction.

 Concentration
of Risks and Uncertainties

instruments which potentially subject the Company to credit risk consist primarily of cash and trade accounts receivable. The Company
mitigates its cash risk by maintaining its cash deposits with major financial institutions in the United States and Colombia. As discussed
above, the Company mitigates its risk to trade accounts receivable by performing on-going credit evaluations of its customers.

 F- 10

of raw materials, which consist primarily of purchased and processed glass, aluminum, vinyl parts and supplies held for use in the ordinary
course of business, are valued at the lower of cost or net realizable value. Cost is determined using a weighted-average method. Inventory
consisting of certain job specific materials not yet finished (work in process) are valued using the specific identification method.
Cost for finished product inventory are recorded and maintained at the lower of cost or net realizable value. Cost includes raw materials
and direct and applicable indirect manufacturing overheads.

 Reserves
for excess or slow-moving raw materials inventories are updated based on historical experience of a variety of factors including sales
volume and levels of inventories at the end of the period. The Company does not maintain allowances for the lower of cost or market for
inventories of finished products as its products are manufactured based on firm orders rather than built-to-stock.

 Property,
Plant and Equipment

 Property,
plant and equipment are recorded at cost. Significant improvements and renewals that extend the useful life of the asset are capitalized.
Interest caused while acquired property is under construction and installation are capitalized. Repairs and maintenance are charged to
expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from
the accounts and any related gains or losses are included in income as a reduction to or increase in selling, general and administrative
expenses. Depreciation is computed on a straight-line basis, based on the following estimated useful lives:

of Property, Plant and Equipment Estimated Useful Lives

 Buildings

 20 years

 Aircraft

 20 years

 Machinery and equipment

 10 years

 Furniture and fixtures

 10 years

 Office equipment and software

 5 years

 Vehicles

 5 years

 The
Company also records within property, plant and equipment all the underlying assets of a finance lease. Initial recognition of these
assets is done at the present value of all future lease payments. A capital lease is a lease in which the lessor transferred substantially
all the benefits and risks associated with the ownership of the property.

 Long
Lived Assets

 The
Company periodically reviews the carrying values of its long lived assets when events or changes in circumstances would indicate that
it is more likely than not that their carrying values may exceed their realizable values, and record impairment charges when considered
necessary.

 When
circumstances indicate that an impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated
undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts.
If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the
carrying value of the asset over its estimated fair value, is recognized. Fair value is determined through various valuation techniques,
including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 F- 11

 Goodwill

 We
review goodwill for impairment each year on December 31 st or more frequently when events or significant changes in circumstances
indicate that the carrying value may not be recoverable. Under ASC 350-20-35-4 through 35-8A, the goodwill impairment test requires a
comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting
unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired.
The Company has only one reporting unit and as such the impairment analysis was done by comparing the Company's market capitalization
with its book value of equity. As of December 31, 2023, the Company's market capitalization substantially exceeded its book value
of equity and as such no impairment of goodwill was indicated. See Note 11- Goodwill and Intangible Assets for additional information.

 Intangible
Assets

 Intangible
assets with definite lives subject to amortization are amortized on a straight-line basis. We also review these intangibles for impairment
when events or significant changes in circumstance indicate that the carrying value may not be recoverable. Events or circumstances that
indicate that impairment testing may be required include changes in building codes and regulation, loss of key personnel or a significant
adverse change in business climate or regulations. There were no triggering events or circumstances noted and as such no impairment was
needed for the intangible assets subject to amortization. See Note 11 – Goodwill and Intangible Assets for additional information.

 Leases

 We
determine if an arrangement is a lease at inception. We include finance lease right-of-use assets as part of property and equipment and
the lease liability as part of our current portion of long-term debt and long-term debt on our Consolidated Balance Sheet. Leases considered
short-term are not capitalized, given our election not to recognize right-of-use assets and lease liabilities arising from short-term
leases, but instead considered operating leases and the resulting rental expense is recognized on our Consolidated Statement of Operations
as incurred.

 Finance
lease right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease
term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the
information available at commencement date in determining the present value of future payments. Our lease terms may include options to
extend or terminate the lease when it is reasonably certain that we will exercise that option.

Liabilities

liabilities correspond to the financing obtained by the Company through bank credit facilities and accounts payable to suppliers and
creditors. Financial liabilities are initially recognized based on their fair value, which is usually equal to the transaction value
less directly attributable costs. Subsequently, such financial liabilities are carried at their amortized cost according to the effective
interest rate method determined at initial recognition and recognized in the results of the period during the time of amortization of
the financial obligation.

 Fair
Value of Financial Instruments

 ASC
820, Fair Value Measurements, establishes a fair value hierarchy which requires us to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. We primarily apply the market approach for financial assets and liabilities
measured at fair value on a recurring basis. Fair value is the price we would receive to sell and asset or pay to transfer a liability
in an orderly transaction with a market participant at the measurement date. In the absence of active markets for identical assets or
liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal
information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

 F- 12

 The
standard describes three level of inputs that may be used to measure fair value:

 Level
1: Quoted prices in active markets for identical assets or liabilities.

 Level
2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable by observable market data for substantially the full term of the assets or liabilities.

 Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities.

 See
Note 16 – Hedging Activities and Fair Value Measurements.

 Derivative
Financial Instruments

 The
Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the consolidated balance sheet.
The unrealized gains or losses arising from changes in fair value of derivative instruments that are designated and qualify as cash flow
hedges, are recorded in the consolidated statement of comprehensive income. Amounts in Accumulated other comprehensive loss on the consolidated
balance sheet are reclassified into the consolidated statement of income in the same period or periods during which the hedged transactions
are settled.

 Revenue
Recognition

 Our
principal sources of revenue are derived from product sales, sometimes referred to as standard form sales, and supply and installation
contracts, sometimes referred to as revenues from fixed price contracts. We identified one single performance obligation for both forms
of sales. Revenue is recognized when control is transferred to our customers. For product sales, the performance obligations are satisfied
at a point in time and control is deemed to be transferred.

 Approximately
 14 % of the Company's consolidated net sales is generated by supply and installation contracts with customers that require the Company
to design, develop, test, manufacture, and install windows according to the customers' specifications. These contracts are primarily
multi-year contracts with real estate general contractors and are generally priced on a fixed-price basis and are invoiced based on contract
progress.

 To
determine the proper revenue recognition method, the Company first evaluates each of its contractual arrangements to identify its performance
obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. All the Company's
contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable
from other promises within the contract and is, therefore, not distinct. These contractual arrangements either require the use of a highly
specialized manufacturing process to provide goods according to customer specifications or represent a bundle of contracted goods and
services that are integrated and together represent a combined output, which may include the delivery of multiple units.

 These
performance obligations are satisfied over time. Sales are recognized over time when control is continuously transferred to the customer
during the contract. The continuous transfer of control to the customer is supported by contract clauses that provide for progress or
performance-based payments. Generally, if a customer unilaterally terminates a contract, the Company has the right to receive payment
for costs incurred plus a reasonable profit for products and services that do not have alternative use to the Company.

 Sales
are recorded using the cost-to-cost method on supply and installation contracts that include performance obligations satisfied over time.
These sales are generally recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs
at completion, multiplied by (i) the transaction price, less (ii) the cumulative sales recognized in prior periods.

 F- 13

 Accounting
for the sales and profits on performance obligations for which progress is measured using the cost-to-cost method involves the preparation
of estimates of: (1) transaction price and (2) total costs at completion, which is equal to the sum of the actual incurred costs to date
on the contract and the estimated costs to complete the contract's statement of work. Incurred costs include labor, material, and
overhead and represent work performed, which corresponds with and thereby represents the transfer of ownership to the customer. Performance
obligations are satisfied over time when the risk of ownership has been passed to the customer and/or services are performed. The estimated
profit or loss at completion on a contract is equal to the difference between the transaction price and the total estimated cost at completion.

 Contract
modifications routinely occur to account for changes in contract specifications or requirements. In most cases, contract modifications
are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract. Transaction price
estimates include additional consideration for submitted contract modifications or claims when the Company believes it has an enforceable
right to the modification or claim, the amount can be reliably estimated, and its realization is reasonably assured. Amounts representing
modifications accounted for as part of the existing contract are included in the transaction price and recognized as an adjustment to
sales on a cumulative catch-up basis.

 The
Company's supply and installation contracts allow for progress payments to bill the customer as contract costs are incurred and
the customer often retains a small portion of the contract price until satisfactory completion of the contractual statement of work,
which is a retainage of approximately 10%. The Company records an asset for unbilled receivables due to completing more work than the
progress payment schedule allows to collect at a point in time. For certain supply and installation contracts, the Company receives advance
payments. Advanced payments are not considered a significant financing component because they are a negotiated contract term to ensure
the customer meets its financial obligation, particularly when there are significant upfront working capital requirements. The Company
records a liability for advance payments received in excess of sales recognized, which is presented as a contract liability on the balance
sheet.

 Revisions
or adjustments to estimates of the transaction price, estimated costs at completion and estimated profit or loss of a performance obligation
are often required as work progresses under a contract, as experience is gained, as facts and circumstances change and as new information
is obtained, even though the scope of work required under the contract may not change. Revisions or adjustments may also be required
if contract modifications occur. While there are various factors that can affect the accuracy of cost estimates related to the revision
of the proper allocation of indirect labor and indirect material costs to each project, such estimates are made based on the most updated
historical information and margins of those indirect costs over the associated revenues and on all relevant information associated with
each specific project at any point in time. The impact of revisions in profit or loss estimates are recognized on a cumulative catch-up
basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect the Company's
results of operations and cash flows, as well as reduce the valuations of contract assets and inventories, and in some cases result in
liabilities to complete contracts in a loss position. The Company recognizes a liability for non-recurring obligations as situations
considering that projects actual costs are usually adjusted to estimated costs. The Company did not recognize sales for performance obligations
satisfied in prior periods during year ended December 31, 2022.

 Shipping
and Handling Costs

 The
Company classifies amounts billed to customers related to shipping and handling as product revenues. The Company records and presents
shipping and handling costs in selling expenses.

 Sales
Tax and Value Added Taxes

 The
Company accounts for sales taxes and value added taxes imposed on its goods and services on a net basis – value added taxes paid
for goods and services purchased is netted against value added tax collected from customers and the net amount is paid to the government.
The current value added tax rate in Colombia for all of the Company's products is 19 %. A municipal industry and commerce tax ("ICA")
sales tax of 0.7 % is payable on all of the Company's products sold in the Colombian market.

 F- 14

 Product
Warranties

 The
Company offers product warranties in connection with the sale and installation of its products that are competitive in the markets in
which the products are sold. Standard warranties depend upon the product and service and are generally from five to ten years for architectural
glass, curtain wall, laminated and tempered glass, window and door products. Warranties are not priced or sold separately and do not
provide the customer with services or coverages in addition to the assurance that the product complies with original agreed-upon specifications.
Claims are settled by replacement of the warrantied products. The cost associated with product warranties was $ 1,860, $ 2,425, and $ 1,256,
during the years ended December 31, 2023, 2022, and 2021, respectively.

 Advertising
Costs

 Advertising
costs are expensed as they are incurred and are included in general and administrative expenses. Advertising costs for the years ended
December 31, 2023, 2022, and 2021, amounted to approximately $ 2,250, $ 1,612, and $ 1,457, respectively.

 Employee
Benefits

 The
Company provides benefits to its employees in accordance with Colombian labor laws. Employee benefits do not give rise to any long-term
liability.

 Income
Taxes

 The
Company's operations in Colombia are subject to the taxing jurisdiction of the Republic of Colombia. Tecnoglass LLC, Tecnoglass
RE LLC, GM&P, Componenti USA LLC and ESW LLC are U.S. entities based in Florida, and are subject to the taxing jurisdiction of the
United States. VS is subject the taxing jurisdiction in the Republic of Panama. Tecnoglass is subject to the taxing jurisdiction of the
Cayman Islands. Annual tax periods prior to December 2016 are no longer subject to examination by taxing authorities in Colombia.

 The
company accounts for income taxes using the asset and liability approach of accounting for income taxes (ASC 740 "Income Taxes").
Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities
are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in
deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company's assets
and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. For each tax jurisdiction in which the
Company operates, deferred tax assets and liabilities are offset against one another and are presented as a single noncurrent amount
within the consolidated balance sheets.

 The
Company presents deferred tax assets and liabilities net as either a non-current asset or liability, depending on the net deferred tax
position. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based
on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it
is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Interest
accrued related to unrecognized tax and income tax related penalties are included in the provision for income taxes. The uncertain income
taxes positions are recorded in "Taxes payable" in the consolidated balance sheets.

 Earnings
per Share

 The
Company computes basic earnings per share by dividing net income attributable to parent by the weighted-average number of ordinary shares
outstanding during the period. Income per share assuming dilution (diluted earnings per share) would give effect to dilutive potential
ordinary shares outstanding during the period. See Note 19 – Shareholders' Equity for further detail on the calculation of
earnings per share.

 F- 15

 Recently
Issued Accounting Pronouncements

 In
November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures".
Investors, lenders, creditors, and other allocators of capital (collectively, "investors") have observed that segment information
is critically important in understanding a public entity's different business activities. That information enables investors to
better understand an entity's overall performance and assists in assessing potential future cash flows. The amendments in this
Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024. Early adoption is permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial
statements.

 In
December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The Board
is issuing the amendments in this Update to enhance the transparency and decision usefulness of income tax disclosures. Investors, lenders,
creditors, and other allocators of capital (collectively, "investors") indicated that the existing income tax disclosures
should be enhanced to provide information to better assess how an entity's operations and related tax risks and tax planning and
operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation
table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find
these disclosures helpful, they suggested possible enhancements to better (1) understand an entity's exposure to potential changes
in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts
and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this Update
address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily
related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the
effectiveness of income tax disclosures. The amendments in this Update are effective for annual periods beginning after December 15,
2024, with early adoption permitted, and should be applied on a prospective basis. The Company is currently evaluating the potential
effect of this ASU on its consolidated financial statements.

 Accounting
Standards Adopted in 2023

 In
March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform
on Financial Reporting". The amendments in this Update provide optional expedients and exceptions for contracts, hedging relationships
and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts,
hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference
rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply
to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships
existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of
the hedging relationship. The interest rate on our credit facility was updated to SOFR plus the same spread of 1.5 %. In addition, the
Company amended the Interest Rate Swap contract from Libor plus spread to SOFR plus spread. The settlements of the instruments remain
under the existing conditions; however, the fixed leg goes from 1.93 % to 1.87 %. The Company did not apply any of the optional expedients
or exceptions allowed under this ASU.

 Revision of previously issued Consolidated Financial
Statements

 The Consolidated Statement of
Operations for the years ended December 31, 2022 and 2021 has been revised to correct for an error identified during the preparation of
the financial statements for the year ended December 31, 2023. The error overstates Earning per ordinary share by $ 0.01 during each of
the prior year periods on previously issued financial statements because the company did not exclude the portion of income attributable
to non-controlling interests from the calculation of earnings per ordinary share. Management has determined that this error did not result
in the previously issued consolidated financial statements, including interim periods, being materially misstated..

 F- 16

 Note
4. Long Term Investments

 Saint-Gobain
Joint Venture

 On
May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key
component of our manufacturing process, whereby we acquired a 25.8 %
minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of Saint-Gobain. The purchase price for our interest in
Vidrio Andino was $ 45
million, of which $ 34.1
million was paid in cash and $ 10.9
million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party
and paid for it with the issuance of an aggregate of 1,557,142
ordinary shares of the Company, valued at $ 7.00
per share, which represented an approximate 33 %
premium based on the closing stock price as of October 27, 2020. Income from this investment is recorded using the equity method and is presented within the Consolidated Statement
of Operations as a component of non-operating income as the Company is not subject to income tax over this investment.

 The
land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will
carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8 % interest. The new plant will be funded
with proceeds from the original cash contribution made by the Company, operating cash flows from the Bogota plant, debt incurred at the
joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $ 12.5 million if
needed (based on debt availability).

 Note
5. Segment and Geographic Information

 The
Company has one operating segment, Architectural Glass and Windows, which is also its reporting segment, comprising the design, manufacturing,
distribution, marketing and installation of high-specification architectural glass and windows products sold to the construction industry.

 In
reviewing the Company's segmentation, the Company followed guidance under ASC 280-10-50-1 which states that "an operating
segment is a component of a public entity that has all of the following characteristics: (i) it engages in business activities from which
it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public
entity), (ii) its operating results are regularly reviewed by the public entity's Chief Operating Decision Maker ("CODM")
to make decisions about resources to be allocated to the segment and assess its performance, and (iii) its discrete financial information
is available. Based on the Company's review discussed below, the Company believes that its identification of a single operating
and reportable segment–- Architectural Glass and Windows–- is consistent with the objectives and basic principles of Segment
Reporting, which are to "help financial statement readers better understand the public entity's performance, better assess
its prospects for future net cash flows and make more informed judgments about the public entity as a whole."

 The
following tables present geographical information about external customers. Geographical information is based on the location where there
the customer is located.

of Revenue from External Customers By Geographic Information

 2023

 2022

 2021

 2023

 2022

 2021

 $
 25,103

 $
 16,000

 $
 26,375

 United States

 795,063

 688,358

 456,326

 Panama

 1,382

 2,738

 4,531

 Other

 11,717

 9,474

 9,553

 Total revenues

 $

 $

 $

 F- 17

 The
following table presents revenues from external customer by product groups.

of Revenue from External Customers By Product Groups

 2023

 2022

 2021

 Years ended December 31,

 2023

 2022

 2021

 Glass and framing components

 $
 81,497

 $
 71,479

 $
 76,106

 Windows and architectural systems

 751,768

 645,091

 420,679

 Total revenues

 $

 $

 $

the year ended December 31, 2023, 2022, and 2021, no single customer accounted for more than 10% of our revenues.

 The
Company's long-lived assets are distributed geographically as follows:

of Long Lived Assets

 2023

 2022

 2023

 2022

 $
 369,889

 $
 195,054

 Panam

 United States

 56,810

 106,525

 Total long-lived assets

 $
 426,788

 $
 301,616

 Note
6. Revenue Disaggregation, Contract Assets and Contract liabilities

 Disaggregation
of Total Net Sales

 The
Company disaggregates its sales with customers by revenue recognition method for its only segment, as the Company believes these factors
affect the nature, amount, timing, and uncertainty of the Company's revenue and cash flows.

of Disaggregation by Revenue

 2023

 2022

 2021

 Years ended December 31,

 2023

 2022

 2021

 Fixed price contracts

 $
 128,292

 $
 98,299

 $
 77,417

 Product sales

 704,973

 618,271

 419,368

 Total revenues

 $

 $

 $

 The
table below presents revenues distribution by end-market.

of Revenues Distribution By End Market

 2023

 2022

 2021

 Years ended December 31,

 2023

 2022

 2021

 Commercial

 $
 497,855

 $
 410,166

 $
 319,432

 Residential

 335,410

 306,404

 177,353

 Total Revenues

 $

 $

 $

 Remaining
Performance Obligations

 As
of December 31, 2023, the Company had $ 373.9 million of remaining performance obligations, which represents the transaction price of
firm orders minus sales recognized from inception to date. Remaining performance obligations exclude letters of intent, unexercised contract
options, verbal commitments, and potential orders under basic ordering agreements. The Company expects to recognize 100 % of sales relating
to existing performance obligations within two years, of which $ 278.6 million are expected to be recognized during the year ended December
31, 2024, and $ 85.5 million during the year ended December 31, 2025.

 F- 18

 Contract
Assets and Contract Liabilities

 Contract
assets represent accumulated incurred costs and earned profits on contracts with customers that have been recorded as sales but have
not been billed to customers and are classified as current. As a result, the timing of the satisfaction of performance obligations might
differ from the timing of payments, given some conditions must be met before billing can occur. Contract assets also include a portion
of the amounts billed on certain fixed price contracts that are withheld by the customer as a retainage until a final good receipt of
the complete project to the customers satisfaction. Contract liabilities consist of advance payments and billings in excess of costs
incurred and deferred revenue, and represent amounts received in excess of sales recognized on contracts. The Company classifies advance
payments and billings in excess of costs incurred as current, and deferred revenue as current or non-current based on the expected timing
of sales recognition. Contract assets and contract liabilities are determined on a contract-by-contract basis at the end of each reporting
period. The non-current portion of contract liabilities is included in other liabilities in the Company's consolidated balance
sheets.

 The
table below presents the components of net contract assets (liabilities).

 Schedule of Contract Assets and Liabilities

 2023

 2022

 Contract assets — current

 $
 17,800

 $
 12,610

 Contract assets — non-current

 8,797

 8,875

 Contract liabilities — current

 ( 72,543
)

 ( 49,601
)

 Contract liabilities — non-current

 ( 14
)

 ( 11
)

 Net contract liabilities

 $
 ( 45,960
)

 $
 ( 28,127
)

 The
components of contract assets are presented in the table below.

 Schedule of Contract Assets and Liabilities

 2023

 2022

 Unbilled contract receivables, gross

 $
 4,501

 $
 5,738

 Retainage

 22,096

 15,747

 Total contract assets

 26,597

 21,485

 Less: current portion

 17,800

 12,610

 Contract assets – non-current

 $
 8,797

 $
 8,875

 The
components of contract liabilities are presented in the table below.

 Schedule of Contract Assets and Liabilities

 2023

 2022

 Billings in excess of costs

 $
 35,949

 $
 14,724

 Advances from customers on uncompleted contracts

 36,608

 34,888

 Total contract liabilities

 72,557

 49,612

 Less: current portion

 72,543

 49,601

 Contract liabilities – non-current

 $

 $

the year ended December 31, 2023, the Company recognized $ 8,120 of sales related to its billing in excess of cost liability on January
1, 2023. During the year ended December 31, 2022, the Company recognized $ 8,583 of sales related to its contract liabilities on January
1, 2022.

 F- 19

 Note
7. Trade Accounts Receivable

 Trade
accounts receivable consist of the following:

 Schedule of Trade Accounts Receivable

 2023

 2022

 2023

 2022

 Trade accounts receivable

 168,778

 158,974

 Less: Allowance for credit losses

 ( 2,280
)

 ( 577
)

 Total

 $
 166,498

 $
 158,397

 The
changes in the allowance for doubtful accounts for the years ended December 31, 2023, and 2022 are as follows:

 Schedule of Changes in Allowance for Doubtful Accounts Receivable

 2023

 2022

 2021

 Years ended December 31,

 2023

 2022

 2021

 Balance at beginning of year

 $

 $

 $

 Provision for bad debts

 2,809

 1,599

 Deductions and write-offs, net of foreign currency adjustment

 ( 1,106
)

 ( 254
)

 ( 2,055
)

 Balance at end of year

 $
 2,280

 $

 $

 Note
8. Inventories

are comprised of the following:

 Schedule of Inventories

 2023

 2022

 Raw materials

 $
 100,828

 $
 93,360

 Work in process

 19,738

 9,875

 Finished goods

 9,941

 6,409

 Spares and accessories

 27,057

 13,902

 Packing material

 1,715

 1,563

 Total Inventories, gross

 159,279

 125,109

 Less: Inventory allowance

 ( 209
)

 ( 112
)

 Total inventories, net

 $
 159,070

 $
 124,997

 F- 20

 Note
9. Other Current Assets

 Other
assets consist of the following:

 Schedule of Other Current Assets

 2023

 2022

 2023

 2022

 Prepaid income taxes

 39,908

 12,579

 Derivative financial instruments

 6,453

 9,340

 Prepaid expenses

 5,159

 3,778

 Advances to suppliers and loans

 $
 4,756

 $
 1,405

 Other creditors

 1,535

 1,518

 Employee receivables

 Total

 $
 58,590

 $
 28,963

the years ended December 31, 2023, 2022, and 2021, the Company recorded $ 2,208, $ 1,820, and $ 1,308 of prepaid expenses amortization,
respectively.

 Note
10. Property, Plant and Equipment

 Property,
plant, and equipment is comprised of the following:

 Schedule of Property, Plant and Equipment

 2023

 2022

 Land

 40,034

 28,609

 Buildings

 $
 125,505

 $
 66,923

 Machinery and equipment

 267,175

 185,890

 Office equipment and software

 11,129

 7,338

 Vehicles

 23,647

 13,064

 Furniture and fixtures

 3,726

 2,845

 Total property, plant and equipment

 471,216

 304,669

 Accumulated depreciation

 ( 146,625
)

 ( 101,804
)

 Total property, plant and equipment, net

 $
 324,591

 $
 202,865

 Depreciation
expense was $ 18,482, $ 16,475, and $ 17,317 for the years ended December 31, 2023, 2022, and 2021, respectively.

 F- 21

 Note
11. Goodwill and Intangible Assets

 Goodwill

 There
were no movements to goodwill during the year ended December 31, 2023, 2022, and 2021.

 Intangible
Assets, Net

 Intangible
assets include Miami-Dade County Notices of Acceptances ("NOA's"), which are certificates issued for approved products
and required to market hurricane- resistant glass in Florida. Also, it includes the intangibles acquired from the acquisition of GM&P.

of Finite-Lived Intangible Assets, Net

 December 31, 2023

 Gross

 Acc. Amort.

 Net

 Notice of Acceptances ("NOA's"), product designs and other intellectual property

 12,231

 ( 8,756
)

 3,475

 December 31, 2022

 Gross

 Acc. Amort.

 Net

 Trade Names

 $

 $
 ( 980
)

 $
 -

 Notice of Acceptances ("NOA's"), product designs and other intellectual property

 10,053

 ( 7,347
)

 2,706

 Non-compete Agreement

 ( 165
)

 -

 Customer Relationships

 4,140

 ( 4,140
)

 -

 Total

 $
 15,338

 $
 ( 12,632
)

 $
 2,706

 The
weighted average amortization period is 4.7 years.

the twelve months ended December 31, 2023, 2022, and 2021, the amortization expense amounted to $ 1,207, $ 1,391, and $ 2,298, respectively,
and was included within the general and administration expenses in our consolidated statement of operations.

 The
estimated aggregate amortization expense for each of the five succeeding years as of December 31, 2023, is as follows:

of Finite Lived Intangible Assets Future Amortization Expense

 Year ending

 (in thousands)

 2024

 1,134

 2025

 2026

 2027

 Thereafter

 Total

 $
 3,476

 Note
12. Other Long-Term Assets

 Other
long-term assets are comprised of the following:

of Other Long Term Assets

 2023

 2022

 Real estate investments

 $
 4,365

 $
 3,432

 Other long-term investments

 $
 1,429

 $
 1,113

 Other
 assets, noncurrent,total

 $
 5,794

 $
 4,545

 F- 22

 Note
13. Supplier Finance Program

has established payment terms to suppliers for the purchase of goods and services, which normally range between 30 and 60 days. In the
normal course of business, suppliers may require liquidity and manage, through third parties, the advanced payment of invoices. The Company
allows its suppliers the option to payments in advance of an invoice due date, through a third-party finance provider or intermediary,
with the purpose of allowing suppliers to obtain the required liquidity. For these purposes, suppliers present to Tecnoglass the third-party
finance provider or intermediary with whom they will carry out the finance program and establish an agreement, through which the invoices
will be paid by the third-party finance provider or intermediary once Tecnoglass has confirmed the invoices as valid. Once the Company
confirms the invoices are valid, the third-party finance provider or intermediary proceeds with the payment to the supplier. Subsequently,
Tecnoglass pays the invoices for goods or services to the third-party finance provider or intermediary selected by the supplier. Payment
times do not vary from those initially agreed with the supplier, as stated in the invoices factored by the supplier (i.e. between 30
and 60 days). Pursuant to the supplier finance programs, the Company has not been required to pledge any assets as security nor to provide
any guarantee to third-party finance provider or intermediary.

 As
of December 31, 2023, the obligations outstanding related to the supplier finance program amount $ 2,722, recorded as current liabilities,
in the following balance sheet lines: Trade accounts payable and accrued expenses ($ 2,330) & Due to related parties ($ 392).

 The
rollforward of Tecnoglass, Inc. s outstanding obligations confirmed as valid under its supplier finance program for year ended
December 31, 2023, are as follows:

of Outstanding Obligations for Supplier Finance Program

 Twelve
months ended

 December 31, 2023

 Confirmed obligations outstanding at the beginning of the year

 $
 9,290

 Invoices confirmed during the year

 48,873

 Confirmed invoices paid during the year

 ( 55,441
)

 Confirmed obligations outstanding at the end of the year

 $
 2,722

 Note
14. Debt

 The
Company's debt is comprised of the following:

of Long Term Debt

31, 2023

 31, 2022

 Revolving lines of credit

 $

 $

 Finance lease

 Senior secured credit facility

 172,500

 172,500

 Less: Deferred cost of financing

 ( 3,346
)

 ( 3,740
)

 Total obligations under borrowing arrangements

 170,006

 169,484

 Less: Current portion of long-term debt and other current borrowings

 7,002

 Long-term debt

 $
 163,004

 $
 168,980

 In
October 2020, the Company entered into a $ 300 million five-year term Senior Secured Credit Facility consisting of a $ 250 million delayed
draw term loan and a $ 50 million committed revolving credit facility which bears interest at a rate of LIBOR, with a 0.75 % floor, plus
a spread of between 2.50 % and 3.50 %, based on the Company's net leverage ratio. In December 2020, we used $ 23.1 million proceeds
of the long-term debt facility to repay several credit facilities. Subsequently, in January 2021 we redeemed the Company's existing
$ 210 million unsecured senior notes, which had an interest rate of 8.2 % and mature in 2022 using proceeds from this new facility and
incurred in an extinguishment cost of $ 10.9 million including $ 8.6 of call premium to exercise the call option.

 In
November 2021, the Company amended its Senior Secured Credit Facility to (i) increase the borrowing capacity under its committed Line
of credit from $ 50 million to $ 150 million, (ii) reduce its borrowing costs by an approximate 130 basis points, and (iii) extend the
initial maturity date by one year to the end of 2026. Borrowings under the credit facility now bear interest at a rate of LIBOR with
no floor plus a spread of 1.50 %, based on the Company's net leverage ratio, compared to a prior rate of LIBOR with a floor of 0.75 %
plus a spread of 2.50 %, resulting on total annual savings of approximately $ 15 million at current levels of outstanding borrowings, since
entering into our inaugural US Bank syndicated facility in October of 2020. The effective interest rate for this credit facility including
deferred issuance costs is 7.71 %. In relation to this transaction, the Company accounted for costs related to fees paid of $ 1,496. This
was accounted for as a debt modification and $ 1,346 of fees paid to banks were capitalized as deferred cost of financing and $ 150 paid
to third parties recorded as an operating expense on the consolidated statements of operations for the year 2021. In March 2022, we voluntarily
prepaid $ 15 million of capital to this credit facility which has decreased our net leverage ratio and triggered a step down in the applicable
interest rate spread to 1.5 %. Additionally, on September 30, 2022, we voluntarily prepaid $ 10.0 million of the term loan and $ 6.7 million
under the revolving line of credit, which is fully unused as of December 31, 2023.

 As
of December 31, 2023, all assets of the company are pledged as collateral for the syndicated loan.

 The
table below shows maturities of debt as of December 2023. During January of 2024, the Company paid an additional $ 15.0 million in capital
which fully satisfies the 2024 maturities and approximately $ 8.0 million of 2025 maturities.

of Maturities of Long Term Debt

 2024

 7,001

 2025

 15,098

 2026

 151,253

 Total

 $
 173,352

 F- 23

 The
Company's loans have maturities ranging from a few weeks to 4 years. Our credit facilities bear interest at a weighted average
rate of 6.93 %, but a large portion of our debt is hedged through 2026 at a fixed rate of 1.87 %.

expense, excluding the amortization of deferred financing cost, for the year ended December 31, 2023, 2022, and 2021, was $ 7,935, $ 6,786
and $ 8,482, respectively. During the years ended December 31, 2023, 2022 and 2023, the Company did not capitalize interests.

 Note
15. Income Taxes

 The
Company files income tax returns for TG, ES and ES Metals in the Republic of Colombia. GM&P, Componenti USA LLC and ESW LLC are U.S.
entities based in Florida subject to U.S. federal and state income taxes. VS files income tax returns in the Republic of Panama. Tecnoglass
Inc. does not currently have any tax obligations.

 On
September 14, 2021, the Colombian Government enacted Law 2155 (the Social Investment Act), which increases the corporate income tax to
 35 % for fiscal year 2022 and thereafter, from the current rate of 31 % for 2021 that would have decreased to 30 % for 2022 under the prior
tax regulation. On December 13, 2022, a tax reform was enacted by means of Law 2277, which maintained corporate income tax rate at 35 %,
and increased income taxes to Free Trade Zones with single enterprise users and non-exporters, from 20 % to 35 %.

 The
components of income tax expense are as follows:

of Components of Income Tax Expense

 2023

 2022

 2021

 Current income tax

 United States

 ( 20,649
)

 $
 ( 7,012
)

 $
 ( 1,679
)

 ( 48,895
)

 ( 62,230
)

 ( 22,354
)

 Panama

 ( 14
)

 ( 32
)

 ( 52
)

 Total current income
 tax

 ( 69,558
)

 ( 69,274
)

 ( 24,085
)

 Deferred income Tax

 United States

 ( 1,829
)

 ( 8,679
)

 ( 5,906
)

 ( 2,571
)

 Total deferred income
 tax

 ( 8,346
)

 ( 5,484
)

 ( 4,400
)

 Total income tax provision

 ( 77,904
)

 $
 ( 74,758
)

 $
 ( 28,485
)

 Effective tax rate

 29.8
 %

 32.3
 %

 29.4
 %

 A
reconciliation of the statutory tax rate in Colombia to the Company's effective tax rate is as follows:

of Effective Income Tax Rate Reconciliation

 2023

 2022

 2021

 Income tax expense at statutory rates

 33.0
 %

 33.8
 %

 29.6
 %

 Non-deductible expenses

 0.9
 %

 0.7
 %

 2.4
 %

 Non-taxable income

 ( 1.2
)%

 ( 2.2
)%

 ( 2.6
)%

 Effective tax rate

 29.8
 %

 32.3
 %

 29.4
 %

 No
single individual item contributed significantly to the reconciliation of the Company's effective tax rate to the statutory rate
during the year ended December 31, 2020, 2021, and 2022.

 F- 24

 The
Company has the following deferred tax assets and liabilities:

of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets:

 Property, plant and equipment adjustments

 Tax benefit on installation of renewable energy project

 Foreign currency transactions

 5,400

 4,982

 Other

 ( 1,416

 Total deferred tax assets

 $
 6,674

 $
 3,917

 Deferred tax liabilities:

 Depreciation and Amortization

 ( 6,216
)

 ( 5,138
)

 Other

 ( 2,345
)

)

 Foreign currency transactions

 ( 13,737
)

 ( 3,609
)

 Total deferred tax liabilities

 $
 ( 22,298
)

 $
 ( 8,547
)

 Net deferred tax

 $
 ( 15,624
)

 $
 ( 4,632
)

 Net
deferred tax is presented on the balance sheet as follows:

of Net Deferred Tax Liability

 2023

 2022

 Long term deferred income tax asset

 $

 $

 Less: long term deferred income tax liability

 $
 15,793

 $
 5,190

 F- 25

 Note
16. Hedging Activities and Fair Value Measurements

 Hedging
Activity

the quarter ended March 31, 2022, we entered into several interest rate swap contracts to hedge the interest rate fluctuations related
to our outstanding debt. The effective date of the contract is December 31, 2022, and, thus, we shall have payment dates each quarter,
commencing March 31, 2023. During the quarter ended December 31, 2022, we entered into several foreign currency non-delivery forward
contracts to hedge the fluctuations in the exchange rate between the Colombian Peso and the U.S. Dollar. Our contracts are designated
as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted LIBOR and Colombian
Peso denominated costs and expenses, respectively.

 We
record our hedge contracts at fair value and consider our credit risk for contracts in a liability position, and our counter-party's
credit risk for contracts in an asset position, in determining fair value. We assess our counter-party's risk of non-performance
when measuring the fair value of financial instruments in an asset position by evaluating their financial position, including cash on
hand, as well as their credit ratings.

 Due
to the Libor discontinuance, on June 21, 2023, the Company amended the Interest Rate Swap contract from Libor 1 Month plus spread to
SOFR 3 Months plus spread. The settlements of the instruments remain under the existing conditions; however, the fixed leg goes from
 1.93 % to 1.87 %. Regarding the conditions of our outstanding debt, only Libor was replaced by SOFR, maintaining the other initial conditions.

 As
of December 31, 2023, the fair value of our interest rate swap was in a net asset position of $ 6.5 million. We had 13 outstanding interest
rate swap contracts to hedge $ 125 million related to our outstanding debt through November 2026. We assessed the risk of non-performance
of the Company to these contracts and determined it was insignificant and, therefore, did not record any adjustment to fair value as
of December 31, 2023.

 We
assess the effectiveness of our interest rate swap contracts by comparing the change in the fair value of the interest rate swap contracts
to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our interest rate swap
contracts is reported as a component of accumulated other comprehensive income and is reclassified into earnings in the same line item
in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. The amount of
gains, net, recognized in the "accumulated other comprehensive income" line item in the accompanying consolidated balance
sheet as of December 31, 2023, that we expect will be reclassified to earnings within the next twelve months, is $ 3.5 million.

 The
fair value of our interest rate swap hedges is classified in the accompanying consolidated balance sheets, as of December 31, 2023, as
follows:

of Fair Value of Foreign Currency Hedges

 Derivative Assets

 Derivative Liabilities

 December 31, 2023

 December 31, 2023

 Derivatives designated as hedging instruments under Subtopic 815-20:

 Balance Sheet Location

 Fair Value

 Balance Sheet Location

 Fair Value

 Derivative instruments:

 Interest Rate Swap Contracts and foreign currency non-delivery forwards

 Other current assets

 $
 6,453

 Accrued liabilities

 $
 ( -
)

 Total derivative instruments

 Total derivative assets

 $
 6,453

 Total derivative liabilities

 $
 ( -
)

 F- 26

 The
ending accumulated balance for the interest rate swap contracts included in accumulated other comprehensive income was $ 6,453 as of December
31,2023.

 The
fair value of our interest rate swap and foreign currency non-delivery forward hedges is classified in the accompanying consolidated
balance sheets, as of December 31, 2022, as follows:

 Derivative
 Assets

 Derivative
 Liabilities

 31, 2022

 31, 2022

 Derivatives
 designated as hedging instruments under Subtopic 815-20:

 Balance
 Sheet Location

 Fair
 Value

 Balance
 Sheet Location

 Fair
 Value

 Derivative instruments:

 Rate Swap Contracts and foreign currency non-delivery forwards

 Other
 current assets

 $
 9,340

 Accrued
 liabilities

 $
 ( -
)

 Total
 derivative instruments

 Total
 derivative assets

 $
 9,340

 Total
 derivative liabilities

 $
 ( -
)

 The
ending accumulated balance for the interest rate swap and foreign currency non-delivery forward contracts included in accumulated other
comprehensive income, net of tax, was $ 9,187 as of December 31,2022, comprised of a derivative gain of $ 9,340 and an associated net tax
liability of $ 153.

 The
following table presents the gains (losses) on derivative financial instruments, and their classifications within the accompanying consolidated
financial statements, for the twelve months ended December 31, 2023, and 2022:

of Gains (Losses) on Derivative Financial Instruments quarter ended

 Derivatives
 in Cash Flow Hedging Relationships

 Amount
 of Gain or (Loss)

 Location
 of Gain or (Loss)

 Reclassified
 from

 Accumulated

 Amount
 of Gain or (Loss)

 Reclassified
 from

 Recognized
 in OCI (Loss) on

 OCI
 (Loss) into

 Accumulated

 Derivatives

 Income

 OCI
 (Loss) into Income

 Twelve
 Months Ended

 Twelve
 Months Ended

 31,

 31,

 31,

 31,

 2023

 2022

 2023

 2022

 Rate Swap and foreign currency non-delivery forwards Contracts

 $

)

 $

 9,187

 Expense and operating income

 $

 6,380

 $

 -

 Fair
Value Measurements

 The
Company accounts for financial assets and liabilities in accordance with accounting standards that define fair value and establish a
framework for measuring fair value. The hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted)
in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active
markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially
the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure
assets and liabilities at fair value. A financial asset's or liability's classification within the hierarchy is determined
based on the lowest level input that is significant to the fair value measurement.

 The
carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable
and advances from customers approximate their fair value due to their relatively short-term maturities. The Company bases its fair value
estimate for long term debt obligations on its internal valuation that all debt is floating rate debt based on current interest rates.

 The
fair values of derivatives used to manage interest rate risks are based on LIBOR rates and interest rate swap curves. Measurement of
our derivative assets and liabilities is considered a level 2 measurement. To carry out the swap valuation, the definition of the fixed
leg (obligation) and variable leg (right) is used. Once the projected flows are obtained in both fixed and variable rates, the regression
analysis is performed for prospective effectiveness test. The projection curve contains the forward interest rates to project flows at
a variable rate and the discount curve contains the interest rates to discount future flows, using the one-month USD Libor curve.

 As
of December 31, 2022, financial instruments carried at amortized cost that do not approximate fair value consist of long-term debt. See
Note 13–- Debt. The fair value of long-term debt was calculated based on an analysis of future cash flows discounted with our average
cost of debt, which is based on market rates, which are level 2 inputs.

 The
following table summarizes the fair value and carrying amounts of our long-term debt:

 Summary
of Fair Value and Carrying Amounts of Long Term Debt

 2023

 2022

 Fair Value

 166,041

 172,408

 Carrying Value

 163,004

 168,980

 F- 27

 Note
17. Related Parties

 The
following is a summary of assets, liabilities, and income transactions with all related parties:

of Related Parties

 2023

 2022

 Due from related parties:

 Alutrafic Led SAS

 Studio Avanti SAS

 Prisma Glass LLC

 -

 Due from other related parties

 1,085

 Total due from related parties

 $
 1,387

 $
 1,447

 Due to related parties:

 Vidrio Andino (St. Gobain)

 3,927

 4,853

 Incantesimo SAS

 2,500

 -

 Due from other related parties

 1,071

 Total due to related parties

 $
 7,498

 $
 5,323

of Sale to Related Parties

 2023

 2022

 2021

 Sales to related parties:

 Alutrafic Led SAS

 $

 $

 $
 1,104

 Studio Avanti SAS

 Prisma Glass LLC

 -

 -

 Sales to other related parties

 Sales to related parties

 $
 2,386

 $
 1,835

 $
 2,120

 Alutrafic
Led SAS

 In
the ordinary course of business, we sell products to Alutrafic Led SAS ("Alutrafic"), a fabricator of electrical lighting
equipment. Affiliates of Jose Daes and Christian Daes, the Company's Chief Executive Officer and Chief Operating Officer, respectively,
have an ownership stake in Alutrafic. We sold $ 816, $ 941, and $ 1,104 to Alutrafic during fiscal years 2023, 2022, and 2021, respectively.
We had outstanding accounts receivable from Alutrafic for $ 322 and $ 249 as of December 31, 2023, and December 31, 2022, respectively.

 Barranquilla
Capital de Luz SAS

 In
the ordinary course of business, we purchase products from Barranquilla Capital de Luz SAS ("Alubaq"), a fabricator of electrical
lighting equipment. Affiliates of Jose Daes and Christian Daes, the Company's Chief Executive Officer and Chief Operating Officer,
respectively, have an ownership stake in Alubaq. We purchased equipment from Alubaq for $ 378 and $ 78, during the fiscal years 2023, and
2022, respectively.

 Fundacion
Tecnoglass-ESWindows

 Fundacion
Tecnoglass-ESWindows is a non-profit organization set up by the Company to carry out social causes in the communities around where we
operate. During the years ended December 31, 2023, 2022, and 2021, we made charitable contributions for $ 3,265, $ 1,564, and $ 1,350, respectively.

 F- 28

 Il
Vetro Ltd

 In
the ordinary course of business, we sell products to Il Vetro Ltd., a distributer and installer of architectural systems in the Bahamas
that. is owned and controlled by family members of Giovanni Monti, who serves as a senior executive at our subsidiary GM&P. We sold
$ 340 to Il Vetro Ltd during fiscal year 2023.

 Incantesimo
SAS

 On
November 10, 2023, we acquired the 30 % equity interest in ESMetals previously not owned by us for an aggregate of $ 5,500 from Incantesimo
SAS, a Colombia domiciled company of which the primary beneficiary is Carlos Pe a, who holds a senior management position at the
Company. The Company paid $ 3,000 during November and December 2023, and $ 2,500 remain outstanding as of December 31, 2023, to be paid
6 months after the acquisition date.

 Prisma-Glass
LLC

 In
the ordinary course of business, we sell products to Prisma-Glass LLC a distributer and installer of architectural systems in Florida
that. is owned and controlled by family members of Christian Daes, the Company's COO. We sold $ 761 to Prisma-Glass LLC during fiscal
year 2023 and had outstanding accounts receivable of $ 281 as of December 31, 2023.

 Santa
Maria del Mar SAS

 In
the ordinary course of business, we purchase fuel for use at our manufacturing facilities from Estaci n Santa Maria del Mar SAS,
a gas station located near our manufacturing campus which is owned by affiliates of Jose Daes and Christian Daes, the Company's
Chief Executive Officer and Chief Operating Officer, respectively. During the years ended December 31, 2023, 2022, and 2021, we purchased
$ 1,315, $ 935, and $ 291, respectively.

 Studio
Avanti SAS

 In
the ordinary course of business, we sell products to Studio Avanti SAS ("Avanti"), a distributer and installer of architectural
systems in Colombia. Avanti is owned and controlled by Alberto Velilla, who is director of Energy Holding Corporation, the controlling
shareholder of the Company. We sold $ 585, $ 534, and $ 757, to Avanti during fiscal years 2023, 2021, and 2020, respectively, and had outstanding
accounts receivable from Avanti for $ 460 and $ 113 as of December 31, 2023, and 2022, respectively.

 Vidrio
Andino Joint Venture

 On
May 3, 2019, we consummated a joint venture agreement with Saint-Gobain, a world leader in the production of float glass, a key component
of our manufacturing process, whereby we acquired a 25.8 % minority ownership interest in Vidrio Andino, a Colombia-based subsidiary of
Saint-Gobain. The purchase price for our interest in Vidrio Andino was $ 45 million, of which $ 34.1 million was paid in cash and $ 10.9
million paid through the contribution of land on December 9, 2020. On October 28, 2020, we acquired said land from a related party and
paid for it with the issuance of an aggregate of 1,557,142 ordinary shares of the Company, valued at $ 7.00 per share, which represented
an approximate 33 % premium based on the closing stock price as of October 27, 2020.

 The
land will serve the purpose of developing a second float glass plant nearby our existing manufacturing facilities which we expect will
carry significant efficiencies for us once it becomes operative, in which we will also have a 25.8 % interest. The new plant will be funded
with proceeds from the original cash contribution made by the Company, operating cashflows from the Bogota plant, debt incurred at the
joint venture level that will not consolidate into the Company and an additional contribution by us of approximately $ 12.5 million if
needed (based on debt availability as a first option).

 In
the ordinary course of business, we purchased $ 32,036, $ 20,764, and $ 15,308, from Vidrio Andino in 2023, 2022, and 2021, respectively.
As of December 31, 2023, and 2022, we had outstanding payables to Vidrio Andino for $ 3,927 and $ 4,853, respectively. We recorded equity
method income of $ 5,013, $ 6,680, and $ 4,177, on our Consolidated Statement of Operations during the years ended December 31, 2023, 2022,
and 2021, respectively. During the year ended December 31, 2023, we received a dividend payment of $ 2,282 from Vidrio Andino.

 Zofracosta
SA

 We
have an investment in Zofracosta SA, a real estate holding company located in the vicinity of the proposed glass plant being built through
our Vidrio Andino joint venture, recorded at $ 796 and $ 632 as of December 31, 2023, and December 31, 2022, respectively. Affiliates of
Jose Daes and Christian Daes have a majority ownership stake in Zofracosta SA.

 Note
18. Commitments and Contingencies

 Commitments

 As
of December 31, 2023, the Company had outstanding obligations to purchase an aggregate of at least $ 62,473 of certain raw materials from
a specific supplier before November 30, 2030, and an aggregate of at least $ 10,494 of certain raw materials from a specific supplier
through 2028.

 Additionally,
in connection with the joint venture agreement the Company consummated with Saint-Gobain on May 3, 2019, further described in Note 4.
Long Term Investments, the Company acquired a contingent obligation to purchase minimum volumes of float glass once the new plant located
close to the Company's actual manufacturing facilities commences operations.

 Guarantees

 As
of December 31, 2023, the Company does not have guarantees on behalf of other parties.

 General
Legal Matters

 From
time to time, the Company is involved in legal matters arising in the regular course of business. Some disputes are derived directly
from our construction projects, related to supply and installation, and even though deemed ordinary; they may involve significant monetary
damages. We are also subject to other type of litigations arising from employment practices, worker's compensation, automobile
claims and general liability. It is very difficult to predict precisely what the outcome of these litigations might be. However, with
the information at out disposition as this time, there are no indications that such claims will result in a material adverse effect on
the business, financial condition or results of operations of the Company.

 F- 29

 Note
19. Shareholders' Equity

 Preferred
Shares

is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designation, rights and preferences
as may be determined from time to time by the Company's board of directors.

 As
of December 31, 2023, there are no preferred shares issued or outstanding.

 Ordinary
Shares

 The
Company is authorized to issue 100,000,000 ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2023, a total of
 46,996,708 Ordinary shares were issued and outstanding.

 Legal
Reserve

 Colombian
regulation requires that companies retain 10% of net income until it accumulates at least 50% of subscribed and paid in capital. The
amount recorded meets this standard.

 Earnings
per Share

 The following table sets forth the computation of the basic and diluted earnings per share for the years ended December 31, 2023, 2022,
and 2021:

of Earnings Per Share, Basic and Diluted

 2023

 2022

 2021

 Twelve
 months ended December 31,

 2023

 2022

 2021

 Numerator
 for basic and diluted earnings per shares

 Net Income attributable
 to parent

 $

 $

 $

 Denominator

 Denominator for basic earnings per ordinary share -
 weighted average shares outstanding

 47,508,980

 Effect of dilutive securities
 and stock dividend

 -

 -

 -

 Denominator for diluted earnings per ordinary share
 - weighted average shares outstanding

 47,508,980

 Basic earnings per ordinary share

 $
 3.85

 $
 3.27

 $
 1.43

 Diluted earnings per ordinary share

 $
 3.85

 $
 3.27

 $
 1.43

 Long
Term Incentive Compensation Plan

 On
December 20, 2013, our shareholders approved our 2013 Long-Term Equity Incentive Plan ("2013 Plan"). Under the 2013 Plan,
 1,593,917 ordinary shares are reserved for issuance in accordance with the plan's terms to eligible employees, officers, directors
and consultants. As of December 31, 2023, no awards had been made under the 2013 Plan.

 Dividend

 In
December 2023, the Company declared a regular quarterly dividend of $ 0.09 per share, or $ 0.36 per share on an annualized basis, for the
fourth quarter of 2023. The quarterly dividend was paid in cash on January 31, 2023, to shareholders of record as of the close of business
on December 29, 2023.

 On
Febreuary 29, 2024, the Board of Directors approved a 22 % dividend increase to a quarterly dividend of $ 0.11 per share, or $ 0.44 per
share on an annualized basis. The dividend will be paid on April 30, 2024, to shareholders of record as of the close of business on March
29, 2024.

 The
payment of any dividends is ultimately within the discretion of our Board of Directors. The payment of dividends in the future, if any,
will be contingent upon our revenues and earnings, if any, capital requirements and our general financial condition and limitations imposed
by our outstanding indebtedness.

 Dividend
declarations and the establishment of future record and payment dates are subject to the Board of Directors' continuing determination
that the dividend policy is in the best interests of the Company and its shareholders. The dividend policy may be changed or cancelled
at the discretion of the Board of Directors at any time.

 Non-controlling
interest

 When
the Company owns a majority (but less than 100%) of a subsidiary's stock, the Company includes in its Consolidated Financial Statements
the non-controlling interest in the subsidiary. The non-controlling interest in the Consolidated Statements of Operations and Other Comprehensive
Income is equal to the non-controlling interests' proportionate share of the subsidiary's net income and, as included in
Shareholders' Equity on the Consolidated Balance Sheet, is equal to the non-controlling interests' proportionate share of
the subsidiary's net assets. In determining the fair value, we used the income approach and the market approach which was performed
by the assistance of third-party valuation specialists under management. We used to own 70 % of the equity interest in ESMetals until
we acquired the complete equity interest in November 10, 2023 from Incantesimo SAS in a transaction further described above in Note 17
– Related Parties.

 F- 30

 Note
19. Operating Expenses

 Selling
expenses for the years ended December 31, 2023, 2022, and 2021, were comprised of the following:

of Selling expenses

 2023

 2022

 2021

 Shipping and handling

 38,460

 $
 39,311

 $
 23,064

 Sales commissions

 11,331

 13,265

 10,740

 Personnel

 9,300

 7,896

 7,060

 Services

 2,479

 3,033

 2,616

 Accounts receivable provision

 2,809

 1,599

 Packaging

 1,707

 1,338

 1,820

 Other selling expenses

 1,975

 3,520

 2,869

 Total Selling Expense

 68,061

 $
 69,006

 $
 49,768

 General
and administrative expenses for the years ended December 31, 2023, 2022, and 2021, were comprised of the following:

of General and Administrative Expenses

 2023

 2022

 2021

 Personnel

 $
 15,223

 $
 11,859

 $
 10,814

 Related parties

 14,518

 9,972

 6,746

 Services

 5,032

 5,568

 3,915

 Depreciation and amortization

 3,829

 3,043

 3,593

 Professional fees

 5,022

 3,138

 3,029

 Insurance

 3,329

 2,880

 2,139

 Taxes

 1,324

 1,219

 1,047

 Bank charges and tax on financial transactions

 4,168

 2,812

 1,911

 Rent expense

 1,270

 Non-recurring administrative expenses

 -

 3,402

 -

 Project specific legal expenses

 5,023

 4,550

 -

 Other expenses

 5,084

 4,365

 1,743

 Total General and administrative expenses

 $
 63,111

 $
 54,078

 $
 35,831

 Note
20. Non-Operating Income and Expenses

 Non-operating
income and expenses, net on our consolidated statement of operations amounted to an income of $ 5,131, $$ 4,218 million, and $ 608 million,
for the years ended December 31, 2023, 2022, and 2021, respectively. These amounts are primarily comprised of interest income from short
term investments and deposits, rental properties and gains on sale of scrap materials as well as non-operating expenses related to certain
charitable contributions outside of the company's direct sphere of influence.

the year ended December 31, 2021, the Company also recorded a loss in debt extinguishment of $ 10,699 million, mainly comprised of a one-time
$ 8,600 million call premium paid on the $ 210 million senior notes redemption, along with a non-cash amortization of deferred cost of
financing related to said notes.

the year ended December 31, 2023, the Company recorded a non-operating gain of $ 686 million associated with foreign currency transactions
losses. Comparatively, the Company recorded a net gain of $ 2,013 million during the year ended December 31, 2022, within the statement
of operations as the Colombian peso appreciated 20.5 % during the period. The company recorded net loss of $ 4,308 million during the year
ended December 31, 2021, within the statement of operations.

 F- 31