GTMAY 20-F DEF-14A Report Dec. 31, 2024 | Alphaminr
ALPHAMINR

GTMAY 20-F Report ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR


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

For the fiscal year ended December 31, 2024

OR


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

☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________________
For the transition period from _________to_____________
Commission file number 333-14194
GRUPO TMM, S.A.B.
(Exact name of Registrant as specified in its charter)
TMM GROUP
(Translation of Registrant’s name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
Convento de Acolman 58-B
Colonia Jardines de Santa Monica ,
54050 State of México , Mexico
(Address of principal executive offices)
Verónica Tego Sánchez
( 5255 ) 5629 8866
veronica.tego@tmm.com.mx
Convento de Acolman 58-B
Colonia Jardines de Santa Monica ,
54050 State of México , Mexico
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A

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

Title of each class
American Depositary Shares (“ADSs”), each representing
five Ordinary Participation Certificates
(Certificados de Participación Ordinaria)
(“CPOs”)
CPOs, each representing one nominative common share,
without par value (“Share”)
Shares

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
174,553,127 Shares outstanding as of December 31, 2024.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒
Emerging growth company ☐

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐
International Financial Reporting Standards as issued by
the International Accounting Standards Board ☒
Other ☐
If  “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐    Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
TABLE OF CONSENTS

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Grupo TMM, S.A.B. and Subsidiaries

Introduction

In this Annual Report, references to “$,” “Ps,” “Mx. pesos,” “Pesos” or “pesos” are to Mexican pesos and references to “US$,” “U.S. dollars,” “Dollars” or “dollar” are to United States Dollars. This Annual Report contains translations of certain Dollar amounts into Pesos at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Dollar amounts actually represent such Peso amounts or could be converted into Pesos at the rates indicated or at any other rate. In this Annual Report on Form 20-F except as otherwise provided, references to “we,” “us,” “our” and “Company” mean Grupo TMM, S.A.B. and its consolidated subsidiaries, and “Grupo TMM” means “Grupo TMM, S.A.B.”

Presentation of Financial Information

Our financial statements are reported in Mexican pesos and prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The financial information included in this Annual Report was authorized by the Board of Directors on October 1, 2025.

Market and Industry Data

This Annual Report includes certain market and industry data and projections obtained from official government bodies, industry publications and surveys, public filings, and internal company sources. The third-party materials from which these data and projections were obtained generally state that the information included therein was collected from sources believed to be reliable, but we cannot provide any assurance as to the accuracy or completeness of such information, which we have not independently verified. While we are not aware of any misstatements regarding any market or industry data and projections presented in this Annual Report, such data and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Risk Factors.”

Forward-Looking Information

This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are based on the beliefs of the Company’s management as well as on assumptions made. Actual results could differ materially from those included in such forward-looking statements. Readers are cautioned that all forward-looking statements involve risks and uncertainty.

The following factors, among others described in this Annual Report, could cause actual results to differ materially from such forward-looking statements:


•
our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries to generate sufficient distributable cash flow and to distribute such cash flow in accordance with our existing agreements with our lenders and strategic partners and applicable law;


•
Mexican, U.S. and global economic, political and social conditions;


•
uncertainties related to the ongoing conflict between Russia and Ukraine, including the extent and duration of shortages in the supply of key raw materials, commodities and products;


•
conditions affecting the international shipping and transportation markets or the oil and gas industry;


•
uncertainties concerning the continuing COVID-19 pandemic and related governmental responses;


•
conditions resulting from future pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto;

4

•
our ability to reduce corporate overhead costs;


•
the availability of capital to fund our expansion plans;


•
our ability to utilize a portion of our current and future tax loss carryforwards (“Net Operating Losses” or “NOLs”);


•
changes in fuel prices;


•
changes in legal or regulatory requirements in Mexico or the United States;


•
market and interest rate fluctuations;


•
competition in geographic and business areas in which we conduct our operations;


•
the adverse resolution of litigation and other contingencies;


•
the ability of management to manage growth and successfully compete in new businesses;


•
the ability of the Company to diversify its customer base; and


•
the ability of the Company to repay, restructure or refinance its indebtedness.

Readers are urged to read this entire Annual Report including, but not limited to, the section entitled “Risk Factors,” and carefully consider the risks, uncertainties and other factors that affect our business. The information contained in this Annual Report is subject to change without notice. Readers should review future reports filed by us with the SEC and the Bolsa Mexicana de Valores (the “Mexican Stock Exchange”). We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as required by applicable law or stock exchange regulation.

PART I

ITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2
OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3
KEY INFORMATION

A.  [Reserved]

B.  Capitalization and Indebtedness

Not applicable.

C.  Reasons for the Offer and Use of Proceeds

Not applicable.

5
D.  Risk Factors

Our business is subject to various risks and uncertainties that have the potential to materially and adversely affect our business, results of operation, financial condition and future prospects. This Annual Report includes information on risks relating to our business, operations and financial condition, indebtedness, and ownership of our Shares and ADSs, as well as risks related to Mexico and investments in Mexican companies like Grupo TMM. These are not the only risks we face, but if any of them were to occur, either alone or together with additional risks and uncertainties not currently known to us, or that we do not currently consider material, the value of our Shares or ADSs may decline and you may lose all or part of your investment. Accordingly, before deciding whether to invest in our Shares or ADSs, you should review the other information regarding our business contained in this Annual Report, including the Audited Consolidated Financial Statements and the related notes thereto, as well as other reports filed by us with the SEC and Mexican Stock Exchange.

Risk Factor Summary

Risks Relating to our Business


•
Our business has been, and may continue to be, adversely affected by pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto.


•
Uncertainties relating to our financial condition in our recent past and other factors raised substantial doubt about our ability to continue as a going concern and could have resulted in our dissolution under Mexican corporate law.


•
If the time charter arrangements for the vessels we operate are terminated or expire, our business could be adversely affected.


•
Our results from operations are dependent on fuel expenses.


•
We may be unable to successfully expand our businesses.


•
Significant competition could adversely affect our future financial performance.


•
Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations.


•
Grupo TMM is a party to contracts with other parties as joint investors in subsidiaries with a joint venture.


•
Over time, asset values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of an asset, we may incur a loss.


•
Our future success depends upon the continued growth of and demand for the maritime, ports and terminals, and logistics industries which may have already achieved the peak of their upward growth trend and for which rates may have already been at or near historical highs. These factors may lead to reductions and volatility in rates and profitability.


•
Our growth depends on our ability to expand relationships with existing charterers and other customers and to obtain new charterers and customers, for which we will face substantial competition.


•
The aging of the vessels we operate may result in increased operating costs in the future, which could adversely affect our earnings.


•
Our results of operations may be adversely affected by operational risks inherent in the transportation and logistics industry.

6

•
Our operations are subject to extensive environmental and safety laws and regulations and we may incur costs that have a material adverse effect on our financial condition as a result of our liabilities under or potential violations of environmental and safety laws and regulations.


•
Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our financing arrangements.


•
The conflict between Russia and Ukraine may have a material adverse effect on our business, financial condition, liquidity and results of operation.


•
U.S. trade changes could lead to potential diplomatic tensions, such as the imposition of new tariffs or protectionist measures that could directly affect logistics costs, the stability of the business environment, and growth projections.


•
Ongoing global tensions, including as the result of wars, armed conflicts, terrorist attacks and pandemics, as well as updates to U.S. executive orders and trade disputes could have a material adverse effect on our business.


•
Our information technology systems, as those of any company, may be subject to security incidents or interruptions in network connectivity which could have an material adverse effect on our business.


•
Our customers may take actions that may reduce our revenues.


•
Our financial statements may not provide you the same information as financial statements prepared under United States accounting rules.

Risks Relating to our Indebtedness


•
Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate our business, and we may not be able to pay the interest on and principal amount of our indebtedness.


•
Grupo TMM is primarily a holding company and depends upon funds received from its operating subsidiaries to make payments on its indebtedness.


•
Restrictive covenants in our financing agreements may restrict our ability to pursue our business strategies.


•
We have to service our debt with revenues generated primarily in U.S. Dollars and payable primarily in pesos at the exchange rate on the payment date. This could adversely affect our ability to service our debt in the event of a devaluation or depreciation in the value of the Mexican peso against the dollar.


•
Our variable rate debt subjects us to risks associated with an increase in interest rates, which could increase the amount of our debt service obligations.

Risks Relating to Mexico


•
Economic, political, social and public health conditions may adversely affect our business.


•
Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition.


•
Currency fluctuations or the devaluation and depreciation of the Peso could limit the ability of the Company and others to convert Pesos into U.S. dollars or other currencies which could adversely affect our business, financial condition and results of operations.


•
High interest rates in Mexico could increase our financing costs.

7

•
Developments in other emerging market countries or in the United States may affect us and the prices of our securities.


•
Mexico may experience high levels of inflation in the future, which could adversely affect our results of operations.


•
Political events and declines in the level of oil production in Mexico could affect the Mexican economy and our business, financial condition and results of operations.


•
Political events in the United States could have a material adverse effect on our business, financial condition and results of operations.


•
Any decrease in oil prices could result in our clients reducing their spending on exploration and production projects, resulting in a decrease in demand for our services.


•
Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.


•
Investors may not be able to enforce judgments against the Company.

Risks Relating to Ownership of our Equity


•
The protection afforded to minority shareholders in Mexico is different from that afforded to minority shareholders in the United States.


•
Holders of ADSs may not be entitled to participate in any future preemptive rights offering, which may result in a dilution of such holders equity interest in our company.


•
The Company is controlled by the Serrano Segovia family.


•
A change in control may adversely affect us.


•
Our ADSs trade on the over-the-counter (“OTC”) market, which may limit the liquidity and price of our ADSs more than if the ADSs were quoted or listed on a national securities exchange.


•
We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Risks Relating to our Business

Our business has been, and may continue to be, adversely affected by pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto.

Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks such as the COVID-19 pandemic, which negatively affected economic conditions and the demand for shipping and transportation services globally and within the Gulf of Mexico. As a result, our vessels may be unable to call on ports, or may be restricted from disembarking from ports, located in areas affected by epidemics. Further, such measures may restrict our ability to conduct operations at our ports, terminals and warehousing businesses.

The extent to which our business, results of operations and financial condition may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) volatility in the demand for and price of oil and gas; (v) shortages or reductions in the supply of essential goods, services or labor; and (vi) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, results of operations and financial condition, which could be material and adverse.

8
Uncertainties relating to our financial condition in our recent past and other factors raised substantial doubt about our ability to continue as a going concern and could have resulted in our dissolution under Mexican corporate law.

In accordance with the Mexican Companies Act ( The Ley General de Sociedades Mercantiles ), when a company has accumulated losses in excess of two-thirds of its capital stock, the dissolution of the company may be adopted by the shareholders of the company at an Extraordinary Shareholders Meeting called by the company’s board of directors upon the request of shareholders representing at least 33% of the company’s capital stock. At the Extraordinary Shareholders Meeting, the shareholders may vote to either dissolve the company or approve any corporate strategy for addressing the accumulated losses.

Additionally, the Mexican Bankruptcy Act ( Ley de Concursos Mercantiles ) provides that any third party with legal interest may request the judicial authorities to declare the dissolution of the company. A third person is considered to have a legal interest to request dissolution if the person is a creditor of the company and (i) the company has failed continuously with its payment obligations to the third person and the amount of the failure represents at least 35% of all the obligations of the company, and (ii) the company does not have sufficient assets to satisfy at least 80% of the payment obligations in respect of which it has failed to make the required payments at the time of the request.

Although we generated a net profit for the years ended December 31, 2024, 2023 and 2022, respectively, we accumulated losses in each of the years ended December 31, 2021 and 2020, respectively. Our ability to continue as a going concern is subject to our ability to generate sufficient profits and/or obtain necessary funding from outside sources and there can be no assurance that we will continue to be able to generate such profits or obtain such funding.

If the time charter arrangements for the vessels we operate are terminated or expire, our business could be adversely affected.

As of the date of this Annual Report, we operate five offshore vessels on time charter to Petróleos Mexicanos, the national oil company of Mexico (“PEMEX”), as well as a chemical tanker, a tanker, and a liquified petroleum gas tanker to third parties. In the event that these time charter agreements are terminated or expire without being renewed, we will be required to seek new bareboat or time charter agreements for these vessels. We cannot be sure that the vessels under our bareboat or time charters will be available following termination or expiration, or that such bareboat or time charter rates in effect at the time of such termination or expiration will be the same or comparable to those in effect under the existing time charters or in the present market. In the event that bareboat or time charters are not available on terms acceptable to us, we may operate those vessels in the spot market. Because charter rates in the spot market are subject to greater fluctuation than longer term bareboat or time charter rates, any failure to maintain existing, or enter into comparable, charter agreements could adversely affect our operating results.

Our results from operations are dependent on fuel expenses.

Part of our parcel tanker operations consume significant amounts of energy and fuel, the cost of which has fluctuated significantly worldwide in recent years. With respect to our other operations, our customers pay for the fuel consumption. We currently meet, and expect to continue to meet, our fuel requirements through purchases from various suppliers at North American market prices. In addition, instability caused by imbalances in the worldwide supply and demand of oil may result in increases in fuel prices. For example, during 2023 international crude oil prices have increased substantially following Russia’s invasion of Ukraine. Our fuel expense represents a significant portion of our operating expenses in our parcel tanker operations, and there may be increases in the price of fuel that cannot be hedged or transferred to the final user of our transportation services. We cannot assure you that our operations would not be materially adversely affected in the future if energy and fuel costs increase from current levels.

9
We may be unable to successfully expand our businesses.

Future growth of our businesses will depend on a number of factors, including:


•
the continued identification, evaluation and participation in niche markets;


•
the identification of joint venture opportunities or acquisition candidates;


•
our ability to enter into acquisitions on favorable terms;


•
our ability to finance any expansion of our business;


•
our ability to hire and train qualified personnel, and to maintain our existing managerial base; and


•
our ability to manage expansion effectively and to obtain required financing.

In order to maintain and improve operating results from new businesses, as well as our existing businesses, we will be required to manage our growth and expansion effectively. However, the management of new businesses involves numerous risks, including difficulties in assimilating the operations and services of the new businesses, the diversion of management’s attention from other business concerns and the disadvantage of entering markets in which we may have no or limited direct or prior experience. Our failure to effectively manage our businesses could preclude our ability to expand our businesses and could have a material adverse effect on our results of operations.

Significant competition could adversely affect our future financial performance.

Certain of our business segments face significant competition, which could have a material adverse effect on our results of operations.

Our international and domestic maritime operations have faced significant competition, mainly from U.S., Mexican and other international shipping companies acting directly or through a Mexican intermediary. In our ports, terminals, and logistics operations division, our services have faced intense competition, including price competition, from a large number of U.S., Mexican, and other international companies. We cannot assure you that we will not lose business in the future due to our inability to respond to competitive pressures by decreasing our prices without adversely affecting our gross margins and operational results.

Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations.

The shipping, ports and terminals, and logistics industries are highly cyclical, generally tracking the cycles of the world economy. Although transportation markets are affected by general economic conditions, there are numerous specific factors within each particular market segment that may influence operating results. Some of our customers do business in industries that are highly cyclical, including the oil and gas and automotive sectors. Also, some of the products we transport have had a historical pattern of price cyclicality, which has typically been influenced by the general economic environment and by industry capacity and demand. We cannot assure you that prices and demand for these products will not decline in the future, adversely affecting those industries and, in turn, our financial results.

10
Grupo TMM is party to contracts with other parties as joint investors in subsidiaries with a joint venture.

Grupo TMM and certain third parties have invested in subsidiaries with joint ventures. Grupo TMM may enter into more contracts of this kind in the future. The business partners of Grupo TMM in these subsidiaries may, at any moment, from an economic stand point, have economic, commercial, and legal interests, or objectives that adjust to our interests or to those of the entity in which they have invested with us. Additionally, the dividends that are distributed from the subsidiaries that Grupo TMM does not fully own, will be distributed according to the subsidiaries’ ownership interests. For these and other reasons, the controversies or conflicts with the business partners with whom Grupo TMM has a strategic alliance or a relationship, may negatively affect its capacity to conduct its businesses and to receive distributions from the subsidiaries and obtain a profit from its investments.

Over time, asset values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of an asset, we may incur a loss.

The value of our assets may fluctuate substantially over time due to a number of different factors, including:


•
prevailing economic conditions in the market;


•
a substantial or extended decline in world trade;


•
increases in the supply of vessel capacity;


•
increased port and terminal capacity;


•
prevailing charter rates;


•
restrictions arising from emergency public health measures; and


•
the cost of retrofitting or modifying existing ships and other assets, as a result of technological advances, changes in applicable environmental or other regulations or standards, or otherwise.

In the future, if the market values of our assets deteriorate significantly, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. If a vessel charter terminates, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain and finance the asset, may seek to dispose of it. Our inability to dispose of a vessel or other asset at a reasonable price could result in a loss on its sale and adversely affect our results of operations and financial condition.
Our future success depends upon the continued growth of and demand for the maritime, ports and terminals, and logistics industries which may have already achieved the peak of their upward growth trend and for which rates may have already been at or near historical highs. These factors may lead to reductions and volatility in rates and profitability.

The maritime, ports and terminals, and logistics industries are cyclical and volatile in terms of rates and profitability. In the future, rates and demand for vessels and other equipment and services may fluctuate as a result of changes in the size of and geographic location of supply and demand for oil and related products, as well as changes in the corresponding industry regulations. These and other factors affecting the supply and demand for maritime, ports and terminals, and logistics services in general are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence demand for our services include:


•
supply and demand for products suitable for shipping, ports and terminals, and logistics services;


•
changes in global production of products transported by vessels or for which we render other services;


•
the distance cargo products are to be moved by sea or land;

11

•
the globalization of manufacturing;


•
global and regional economic and political conditions;


•
changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported;


•
environmental and other regulatory developments;


•
technological advancements;


•
currency exchange rates;


•
weather and natural disasters; and


•
global and regional public health developments.

The factors that influence our services capacity include:


•
the number of newbuilding vessel deliveries and the scrapping rate of similar vessels;


•
the Mexican foreign trade balance;


•
the price of steel and other raw materials;


•
changes in environmental and other regulations that may limit the useful life of vessels and other assets;


•
the number of vessels or other assets that are out of service;


•
port congestion; and


•
the existence of emergency public health measures that may require us to suspend or curtail some of our businesses.

Our ability to re-charter the vessels we operate upon the expiration or termination of their current charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, the prevailing state of the charter market for vessels. If the charter market is depressed when vessels’ charters expire, we may be forced to re-charter the vessels at reduced rates or even possibly a rate whereby we incur a loss, which may reduce our earnings or make our earnings volatile. The same issues will exist if we acquire additional vessels and attempt to obtain multi-year time charter arrangements as part of our acquisition and financing plan. Similarly, in our ports and terminals and logistics divisions, our ability to renew or extend our services agreements will be subject to current market conditions and other competitors.
Our growth depends on our ability to expand relationships with existing shipowners and other customers and to obtain new shipowners and customers, for which we will face substantial competition.

Our principal objectives include acquiring and operating additional vessels in conjunction with entering into long-term, fixed-rate time charters for these ships, as well as entering into new long-term service contracts for our ports and terminals and logistics businesses. The process of obtaining new long-term contracts is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. Shipping charters and service contracts are awarded based upon a variety of factors relating to the contractor, including:


•
industry relationships and reputation for customer service and safety;

12

•
experience and quality operations (including cost effectiveness);


•
quality and experience of operating personnel;


•
the ability to finance vessels and other assets at competitive rates and financial stability in general;


•
relationships with shipyards and the ability to get suitable facilities;


•
relationships with ship owners and the ability to obtain suitable second-hand vessels and equipment;


•
construction management experience, including the ability to obtain on-time delivery of new ships and other assets according to customer specifications;


•
willingness to accept operational risks pursuant to the charter or other services, as well as allowing termination for force majeure events, among others; and


•
competitiveness of the bid in terms of overall price.

We expect substantial competition from a number of experienced companies, including state-sponsored entities and major shipping, ports and terminals, and logistics companies. Some of these competitors have significantly greater financial resources than we do, and can therefore operate larger fleets, provide additional services, and potentially offer better rates. This competition may cause greater price competition for time charters and the other services we offer. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders.

The aging of the vessels we operate may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As the vessels we operate age, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to vessels and may restrict the type of activities in which vessels may engage. We cannot assure you that, as the vessels we operate age, market conditions will justify such expenditures or will enable us to profitably operate the vessels during the remainder of their expected useful lives.

Our results of operations may be adversely affected by operational risks inherent in the transportation and logistics industry.

The operation of vessels and other machinery relating to the shipping and cargo business involves an inherent risk of catastrophic marine disaster, mechanical failure, collisions, property losses to vessels, piracy, cargo loss or damage and business interruption due to outbreaks of infectious diseases or political actions in Mexico and in foreign countries. In addition, the operation of any harbor and seagoing vessel is subject to the inherent possibility of catastrophic marine disasters, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade. Any such event may result in a reduction of revenues or increased costs. The Company’s vessels are insured for their estimated value against damage or loss, including war, terrorism acts, and pollution risks and we also carry other insurance customary in the industry.

We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets including, but not limited to, harbor and seagoing vessels, port facilities, port equipment, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss. Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We cannot assure you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future.

13
Additionally, some shipping, ports and terminals, and logistics activities decrease substantially during periods of bad weather. Such adverse weather conditions can adversely affect our results of operations and profitability if they occur with unusual intensity, during abnormal periods, or last longer than usual in our major markets, especially during peak shipping periods.

Our operations are subject to extensive environmental and safety laws and regulations and we may incur costs that have a material adverse effect on our financial condition as a result of our liabilities under or potential violations of environmental and safety laws and regulations.

Our operations are subject to general Mexican federal and state laws and regulations relating to the protection of the environment. The Mexican Attorney General for Environmental Protection ( Procuraduría Federal de Protección al Ambiente ) is empowered to bring administrative and criminal proceedings and impose corrective actions and economic sanctions against companies that violate environmental laws, and temporarily or permanently close non-complying facilities. The Mexican Ministry of Environmental Protection and Natural Resources ( Secretaría del Medio Ambiente y Recursos Naturales or “SEMARNAT”) and other ministries have promulgated compliance standards for, among other things, water discharge, water supply, air emissions, noise pollution, hazardous substances transportation and handling, and hazardous and solid waste generation. Under the environmental laws, the Mexican government has implemented a program to protect the environment by promulgating rules concerning water, land, air and noise discharges or pollution, and the transportation and handling of wastes and hazardous substances.

We are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of hazardous materials, wastes and pollutants into the environment.

While we maintain insurance against certain of these environmental risks in an amount which we believe is consistent with amounts customarily obtained in accordance with industry norms, we cannot assure you that our insurance will be sufficient to cover damages suffered by us or that insurance coverage will always be available for these possible damages. Furthermore, such insurance typically excludes coverage for fines and penalties that may be levied for non-compliance with environmental laws and regulations.

We anticipate that the regulation of our business operations under federal, state and local environmental laws and regulations will increase and become more stringent over time. We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on our results of operations, cash flows, capital expenditure requirements or financial condition.

Our maritime operations provide transportation services for petrochemical products and refined clean and dirty petroleum products, respectively. See Item 4. “Information on the Company - Business Overview - Maritime Operations.” Under the United States Oil Pollution Act of 1990 (“OPA” or “OPA 90”), responsible parties, including ship owners and operators, are subject to various requirements and could be exposed to substantial liability, and in some cases unlimited liability, for removal costs and damages, including natural resource damages and a variety of other public and private damages resulting from the discharge of oil, petroleum or related substances into the waters of the United States. In some jurisdictions, including the United States, claims for spill clean-up or removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability, creates the potential for similar claims being brought in the United States under state law. In addition, several other countries have adopted international conventions that impose liability for the discharge of pollutants similar to OPA. If a spill were to occur in the course of operation of one of our vessels carrying petroleum products, and such spill affected the waters of the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or unlimited liability. Additionally, our vessels carry fuels that, if spilled, under certain conditions, could cause pollution and result in substantial claims against us, including claims under international laws and conventions, OPA and other U.S. federal, state and local laws. Further, under OPA and similar international laws and conventions, we are required to satisfy insurance and financial responsibility requirements for potential oil spills and other pollution incidents. Penalties for failure to maintain the financial responsibility requirements can be significant and can include the seizure of the vessel.

14
The vessels we operate must also meet stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by governmental authorities such as the U.S. Coast Guard for those vessels that operate within U.S. territorial waters. Non-compliance with these regulations could give rise to substantial fines and penalties.

We could have liability with respect to contamination at third-party facilities in the United States where we have transported hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) and comparable state laws (known as state Superfund laws). CERCLA and the state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of certain substances. These persons, commonly called “potentially responsible parties” or “PRPs,” include the current and certain prior owners or operators of and persons that arranged for the disposal or treatment of hazardous substances at sites where a release has occurred or could occur. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions or toxic tort litigation against PRPs under CERCLA or state Superfund law or state common law.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States. The Clean Water Act and comparable state laws provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive relief.

Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our financing arrangements.

As of March 31, 2025, we had 764 employees, of whom approximately 5.4% were unionized. The compensation terms of the labor agreement with these employees are subject to renegotiation on an annual basis and all other terms are renegotiated every two years. If we are not able to negotiate these provisions favorably, strikes, boycotts or other disruptions could occur, and these potential disruptions could have a material adverse effect on our financial condition and results of operations and on our ability to meet our payment obligations under our financing arrangements.

In addition, in connection with the labor commitments included in the United States-Mexico-Canada Agreement (“USMCA”), the successor to the North American Free Trade Agreement (“NAFTA”), the Mexican government has enacted significant reforms aimed at protecting the rights of workers. These include ratification of the International Labor Organization’s Convention C098, the “Right to Organize and Collective Bargaining Convention”, and revisions to the Mexican Federal Labor Law ( Ley Federal del Trabajo ) aimed at prohibiting discrimination and workplace harassment, establishing new labor courts and judicial protections for workers, enhancing the transparency of procedures for the negotiation of collective bargaining agreements, and ensuring the voting rights of workers on matters such as union contracts and representation. These developments, together with substantial increases in Mexico’s general minimum wage, have spurred increased demands from workers and labor unions for salary and benefit increases. We cannot predict how these developments may affect our business, results of operations or its financial condition. Any increased demands by our unionized workers may lead to higher labor costs, which could have a negative impact on our business, results of operations or financial condition.

The conflict between Russia and Ukraine may have a material adverse effect on our business, financial condition, liquidity and results of operation.

15
International financial and commodities markets are experiencing heightened volatility and disruption following Russia’s military invasion of Ukraine in February 2022. Although the ultimate duration and effect of the ongoing conflict remains uncertain, it has created significant disruptions in international markets, including heightened volatility in the credit and financial markets and significant increases in the prices of raw materials and other commodities, particularly oil and gas. Russia’s invasion has triggered the imposition of sanctions and other penalties by the United States, European Union and other countries against Russia and certain associated persons and entities, including the removal of certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Additional potential sanctions and penalties have also been threatened or remain under consideration, the ultimate effects of which remain uncertain. We are continuing to monitor the conflict in Ukraine and its effect on international markets, including any related supply chain disruptions or increases in the cost of fuel or other input costs, which may have a material adverse effect on our business, financial condition, liquidity and results of operations.

Changes in U.S. trade policies could lead to potential diplomatic tensions, such as the imposition of new tariffs or protectionist measures that could directly affect logistics costs, the stability of the business environment and growth projections.

The reelection of President Donald Trump in 2024 and his protectionist policies have generated trade tensions that have directly impacted maritime logistics in Mexico. The imposition of tariffs on Mexican products has reduced trade flows to the United States, the country’s main trading partner, leading to a drop in demand for logistics and port services. This has affected the liquidity of companies in the maritime sector, especially those linked to automotive, manufacturing and agro-industrial exports. Furthermore, exchange rate volatility has made imported supplies (such as steel, fuel and spare parts) more expensive, which may have a material adverse effect on our business, financial condition, liquidity and results of operations.

Ongoing global tensions, including as the result of wars, armed conflicts, terrorist attacks or pandemics, as well as updates to U.S. executive orders and trade disputes, could have a material adverse effect on our business.

Ongoing global tensions, including those relating to Russia, Ukraine, the Middle East, North Korea, Venezuela, Libya and various other African countries, pandemic outbreaks, trade disputes between the United States, China, and various other countries, as well as terrorist attacks in various locations and related unrest, have increased worldwide political and economic instability and depressed economic activity in the United States and globally, including the Mexican economy.

The continuation or escalation of existing armed hostilities or the outbreak of additional hostilities as a consequence of further acts of terrorism or otherwise could cause a further downturn and/or significant disruption to the economies of the United States, Mexico and other countries. The continued threat of terrorism within the United States and abroad and the potential for military action and heightened security measures in response to such threat may cause significant disruption to commerce throughout the world, including restrictions on cross-border transport and trade. Furthermore, the Mexican government’s efforts to combat illegal drug cartels have caused public safety issues that may hinder Mexico’s economic growth and could prompt additional restrictions on cross-border transport and trade.

One of the external risks identified stems from potential changes to executive orders issued by the United States government, particularly those related to foreign trade, transportation, border security, and energy. These updates may generate regulatory uncertainty, modify operating and logistical conditions, or impose new restrictions that directly affect our operations, supply chains, or logistics costs. Given our high economic and trade dependence on the United States, these types of executive orders could have a significant impact on business continuity and medium-term strategic planning.

Further increases in global tensions and trade disputes may reduce the demand for our services and have a material adverse effect on our results of operations and financial condition.

Our information technology systems, as those of any company, may be subject to security incidents or interruptions in network connectivity which could have an material adverse effect on our business.

The Group TMM business is supported by a robust platform of information and communications technology systems, including hardware and software which are susceptible to security incidents or disconnections from the local and/or global computer networks.

16
To mitigate the risk of operational interruptions due to a cybersecurity attack, we have strengthened various cybersecurity defenses and measures to protect our systems with the most advanced firewalls available from vendors such as Amazon Web Services (AWS) and Rackspace. Further, we have created e-communication campaigns with our users to warn them against engaging with suspicious links. We have a filtering system to detect threats emanating from malicious emails through the tools offered by Microsoft Defender 365. When there is a large-scale attack, known as a “spam” attack, the sender’s account is automatically blocked, user access is blocked, and the user is notified that they need to change their password. When our IT team detects something suspicious, we mark the email as “potentially dangerous” and it is analyzed heuristically. Additionally, emails that we detect as phishing or containing dangerous domains are added to our email anti-spam policies. Finally, we reinforce our cybersecurity by running a massive search in all mailboxes from the administration console to eliminate the potential risks of a gap in our cybersecurity.

Although we have employed various cybersecurity defenses and measures to protect our systems from the risks of cyberattacks, cybersecurity threats are constantly evolving, and our protection measures could be compromised, which could result in unauthorized access to our systems. File abduction, data corruption alteration, spread of computer viruses, installation of malware or ransomware or other malicious acts intended to disrupt our operations are a constant threat, and if our systems are affected by a security incident or service outage, we may experience a decrease in operational performance, an increase in operating costs and damage to our reputation. Any significant security breaches or disruptions to the connectivity or performance of our information technology systems could have a material adverse effect on our operating results and financial condition.

Our customers may take actions that may reduce our revenues.

If our customers believe that our financial condition will result in a lower quality of service, they may discontinue use of our services. Additionally, some customers may demand lower prices. While we have contracts with some of our customers that prevent them from terminating our services or which impose penalties on customers who terminate our services, it may be impractical or uneconomical to enforce these agreements in Mexican courts. If any of these events occurs, our revenues will be reduced.

Our financial statements may not provide you the same information as financial statements prepared under United States accounting rules.

Our financial statements are prepared in accordance with IFRS. IFRS differs from U.S. GAAP in certain significant respects, including, among others, the recognition of revaluation of the property, the classification of minority interest in accordance with net identifiable assets, the nonrecognition of deferred employees’ profit sharing, consolidation of subsidiaries, the acquisition of shares of subsidiaries from minority stockholders and the determination of deferred income taxes. For this and other reasons, the presentation of financial statements and reported earnings prepared in accordance with IFRS may differ in significant respects from the presentation of financial statements and reported earnings prepared in accordance with U.S. GAAP.

17
Risks Relating to our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate our business, and we may not be able to pay the interest on and principal amount of our indebtedness.

As of March 31, 2025, Grupo TMM’s total debt amounted to $[1,502.0] million, which includes $[1,244.9] million of bank debt owed to various banks, $[15.3] million owed to non-institutional lenders, $[159.5] million of related parties, and $[82.3] million of liabilities associated with our long-term leases. Of this debt, $[336.8] million is short-term debt, and $[1,165.2] million is long-term debt.

Under IFRS, transaction costs in connection with financings are required to be recorded as a part of debt as a part of the amortized cost.

As of December 31, 2024, our total debt amounted to $[717.9] million, which includes $[461.5] million of bank debt owed to various banks, $[15.6] million owed to non-institutional lenders, $[158.2] million of related parties, and $[82.6] million of liabilities associated with our long-term leases, primarily for warehouses used in our warehousing operations. Of this debt, $[283.0] million is short-term debt, and $[434.9] million is long-term debt.

Although we have taken various measures to reduce our level of indebtedness, our level of indebtedness remains substantial and could have important consequences, including the following:


•
limiting cash flow available for capital expenditures, acquisitions, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing debt;


•
increasing our vulnerability to a downturn in economic or industry conditions;


•
exposing us to risks inherent in interest rate fluctuations because future borrowings may be at interest rates that are higher than current rates, which could result in higher interest expenses;


•
limiting our flexibility in planning for, or reacting to, competitive and other changes in our business;


•
placing us at a disadvantage compared to our competitors that have less debt and greater operational and financial flexibility than we do;


•
limiting our ability to engage in activities that may be in our long-term best interest; and


•
limiting our ability to borrow additional money to fund our working capital and capital expenditures or to refinance our existing indebtedness, or to enable us to fund the acquisitions contemplated in our business plan.

Our ability to service our indebtedness will depend upon future operating performance, including the ability to increase revenues significantly, renew our existing services contracts and control expenses. Future operating performance depends upon various factors, including prevailing economic, financial, competitive, legislative, regulatory, business, public health and other factors that are beyond our control.

If we cannot generate sufficient cash flow from operations to service our indebtedness we may default under our various financing facilities. If we default under any such facility, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility. Certain of our assets have been pledged to secure our financing facilities. See Item 4. “Information on the Company - Property, Vessels and Equipment.”

18
Grupo TMM is primarily a holding company and depends upon funds received from its operating subsidiaries to make payments on its indebtedness.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating assets, through direct and indirect subsidiaries. As a result, Grupo TMM relies on income from dividends and fees related to administrative services provided to its operating subsidiaries for its operating income, including the funds necessary to service its indebtedness.

Under Mexican law, profits of Grupo TMM’s subsidiaries may only be distributed upon approval by such subsidiaries’ shareholders, and no profits may be distributed by its subsidiaries to Grupo TMM until all losses incurred in prior fiscal years have been offset against any sub-account of Grupo TMM’s capital or net worth account. In addition, at least 5% of profits must be separated to create a reserve ( reserva legal ) until such reserve is equal to 20% of the aggregate value of such subsidiary’s capital stock (as calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

There is no restriction under Mexican law upon Grupo TMM’s subsidiaries remitting funds to it in the form of loans or advances in the ordinary course of business, except to the extent that such loans or advances would result in the insolvency of its subsidiaries, or for its subsidiaries to pay Grupo TMM fees or other amounts for services.

To the extent that Grupo TMM relies on dividends or other distributions from subsidiaries that it does not wholly own, Grupo TMM will only be entitled to a pro rata share of the dividends or other distributions provided by such subsidiaries.

Restrictive covenants in our financing agreements may restrict our ability to pursue our business strategies.

Some of our financing agreements contain a number of restrictive covenants and any additional financing arrangements we enter into may contain additional restrictive covenants. These covenants restrict or prohibit many actions, including our ability, or that of our subsidiaries, to, among others:


•
incur additional indebtedness;


•
create or suffer to exist liens;


•
prepay certain debt;


•
make certain restricted payments, including the payment of dividends;


•
carry out certain investments;


•
engage in certain transactions with shareholders and affiliates;


•
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•
use assets as security in other transactions;


•
issue guarantees to third parties;


•
sell assets; and


•
engage in certain mergers and consolidations or in sale-leaseback transactions.

If we fail to comply with these and other restrictive covenants, our obligation to repay our indebtedness may be accelerated. If we cannot pay the amounts due under our financing facilities, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility or facilities.

19
We have to service our debt with revenues generated primarily in U.S. dollars, and payable primarily in pesos at the exchange rate on the payment date. This could adversely affect our ability to service our debt in the event of a devaluation or depreciation in the value of the Mexican peso against the dollar.

As of March 31, 2025, approximately 24.2% of our debt was denominated in U.S. Dollars. A revaluation or appreciation in the value of the Mexican peso, compared to the dollar, could adversely affect our ability to service our debt. At the end of 2024, the Mexican peso depreciated 19.9% against the U.S. Dollar. From January 1, 2025 through March 31, 2025, the Mexican peso has appreciated 0.9% against the U.S. Dollar.

Fluctuations in the Mexican peso/dollar exchange rate could lead to shifts in the types and volumes of Mexican imports and exports, negatively impacting results on some of our businesses. Although a decrease in the level of exports may be offset by a subsequent increase in imports, any offsetting increase might not occur on a timely basis, if at all. Future developments in U.S.-Mexican trade beyond our control may result in a reduction of freight volumes or in an unfavorable shift in the mix of products and commodities we carry.

Our variable rate debt subjects us to risks associated with an increase in interest rates, which could increase the amount of our debt service obligations.

We are exposed to the impact of interest rate changes, primarily through our variable rate debt facilities that require us to make interest payments based on the Mexican Interbank Equilibrium Interest Rate (“TIIE”) or the Secured Overnight Financing Rate (“SOFR”). If interest rates increase significantly, our debt service obligations on this variable rate debt would increase, which could have an adverse effect on our earnings and cash flow.

Risks Relating to Mexico

Economic, political, social and public health conditions may adversely affect our business.

Our financial performance may be significantly affected by general economic, political, social and public health conditions in the markets where we operate. Most of our operations and assets are located in Mexico. As a result, our financial condition, results of operations and business may be affected by the general condition of the Mexican economy, the valuation of the Peso as compared to the U.S. dollar, Mexican inflation, interest rates, regulations, taxation, social or political instability, and economic, political, social and public health developments in Mexico. Many countries in Latin America, including Mexico, have suffered significant economic, political, social and public health crises in the past, and these events may occur again in the future. Instability in the region has been caused by many different factors, including:


•
significant governmental influence over local economies;


•
substantial fluctuations in economic growth;


•
high levels of inflation;


•
changes in currency values;


•
exchange controls or restrictions on expatriation of earnings;


•
high domestic interest rates;


•
wage and price controls;


•
changes in governmental economic or tax policies;


•
imposition of trade barriers;


•
unexpected changes in regulation; and


•
overall economic, political, social and public health instability.

20
Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition.

Mexico has historically experienced uneven periods of economic growth. Mexico’s gross domestic product (“GDP”) increased 6.0%, 3.7%, 3.3% and 1.5% in 2021, 2022, 2023 and 2024, respectively. For the year 2025, the Bank of Mexico, through its Mexico Consensus Board 1 survey, estimates that Mexico’s GDP will grow by approximately 0.5%, while inflation is expected to be 3.7%. We cannot assure you that these estimates will prove to be accurate. The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on us in particular, as well as on market conditions, prices and returns on Mexican securities, including our securities.

Currency fluctuations or the devaluation and depreciation of the Peso could limit the ability of the Company and others to convert Pesos into U.S. dollars or other currencies which could adversely affect our business, financial condition and results of operations.

Severe devaluation or depreciation of the Peso may also result in governmental intervention or disruption of international foreign exchange markets. This may limit our ability to transfer or convert Pesos into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our dollar-denominated indebtedness and adversely affect our ability to obtain foreign currency and other imported goods. The Mexican economy has suffered current account balance of payment deficits and shortages of foreign exchange reserves in the past. While the Mexican government does not currently restrict, and for more than twenty years has not restricted, the right or ability of Mexican or foreign persons or entities to convert Pesos into U.S. dollars or to transfer other currencies outside of Mexico, the Mexican government could institute restrictive exchange control policies in the future. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or convert Pesos into U.S. dollars for the purpose of making timely payments of interest and principal on indebtedness would be adversely affected.

Pursuant to the provisions of the USMCA, if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors. Any restrictive exchange control policy could adversely affect our ability to obtain U.S. dollars or to translate Pesos into U.S. dollars for purposes of making interest and principal payments to our creditors to the extent that we may have to make those translations. This could have a material adverse effect on our business and financial condition.

High interest rates in Mexico could increase our financing costs.

Interest rates in Mexico, while decreasing compared to recent years, are currently above the highs experienced in recent years, Mexico historically has had, and may again have, high real and nominal interest rates. The Mexican government’s 28-day interbank equilibrium interest rates (“TIIE”) averaged 5.71%, 4.63%, 7.91%, 11.40% and 11.10% in 2020, 2021, 2022, 2023 and 2024, respectively, and for the three-month period ended March 31, 2025, it averaged 9.98%. To the extent our debt is incurred in Mexican Pesos at interest rates linked to the TIIE or any other Mexican interest rate index, any increase in such rates will increase our financing costs.

1 The Banco de México Survey is comprised of 42 economic analysis and consulting groups from the domestic and foreign private sector.
Developments in other emerging market countries or in the United States may affect us and the prices of our securities.

The market value of securities of Mexican companies, the economic and political situation in Mexico and our financial condition and results of operations are, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States. Although economic conditions in other emerging market countries and in the United States may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value or trading price of securities of Mexican issuers, including our securities, or on our business.

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Our operations, including demand for our products or services and the price of our floating rate debt, have also historically been adversely affected by increases in interest rates in the United States and elsewhere. Although in recent years interest rates have remained low, if interest rates rise, the interest payments on our floating rate debt and the cost of refinancing our financing arrangements at maturity will rise as well.

Mexico may experience high levels of inflation in the future, which could adversely affect our results of operations.

Mexico has a history of high levels of inflation and may experience high inflation in the future. The annual inflation rates for the last five years, as measured by changes in the National Consumer Price Index, as provided by Banco de México , were:

2020
3.15
%
2021
7.36
%
2022
7.82
%
2023
4.66
%
2024
4.21
%
2025 (annualized as of March)
3.80
%

Mexico’s level of inflation has in recent years been reported at higher levels than the annual inflation rate of the United States and Canada. The United States and Canada are Mexico’s main trading partners. We cannot give any assurance that the Mexican inflation rate will decrease, increase or maintain its current level for any significant period of time. A substantial increase in the Mexican inflation rate as currently in effect would have the effect of increasing some of our costs, which could adversely affect our financial condition and results of operations, as well as our ability to service our debt obligations. High levels of inflation may also affect the balance of trade between Mexico and the United States, and other countries, which could adversely affect our results of operations.

Political events and declines in the level of oil production in Mexico could affect the Mexican economy and our business, financial condition and results of operations.

The year 2024 was marked by significant changes in political leadership in both the United States and Mexico, with the election of new presidents in both countries. These changes in government could generate uncertainty in various areas, especially in the economy, foreign policy, and bilateral relations. The decisions made by the new administrations could impact key aspects such as trade, investment, and security cooperation. Furthermore, the transition of power entails adjustments in public policies, which can generate both positive expectations and concerns among different sectors. In this context, markets and society are closely monitoring the evolution of these changes and their effects on regional stability. The presidency is now held by Dr. Claudia Sheinbaum Pardo (2024-2030), a member of the left-wing National Regeneration Movement (MORENA) party. Since taking office in October 2024, she has implemented and proposed significant changes in the energy sector, with a focus on strengthening state control, promoting the transition to clean energy, and guaranteeing the country's energy sovereignty.

Currently, MORENA has a majority in both chambers of the Mexican Congress, giving it considerable power to pass new legislation or modify or terminate existing legislation, including potential modifications to the Mexican Constitution that could increase political uncertainty. In October 2024, President Claudia Sheinbaum enacted a constitutional amendment related to energy reform, modifying Articles 25, 27, and 28 of Mexico’s Constitution, restoring CFE and Pemex to their status as state-owned enterprises. This means that the state seeks to guarantee the generation of at least 54% of the electricity needed by the market, over private companies, which have focused on renewable energy and natural gas. We cannot provide any assurances that potential political and economic developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition or results from operations.

Mexico’s daily oil production statistics indicate that, throughout 2024, Pemex’s production decreased by 6.2% and by March 2025, it had decreased by 8.2%. With these figures, Pemex's production registered its largest annual decline since 2019. This trend could continue in the near future. During the same periods, gasoline and diesel imports for domestic consumption decreased by 10.8% and 26.7%, respectively, currently representing 44.2% of national consumption. This trend is toward a decrease in dependence on gasoline and diesel imports, attributed to efforts to increase domestic production and improve refining capacity. However, complete self-sufficiency has not yet been achieved, and Mexico continues to rely partially on imports to meet its domestic fuel demand.

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Experts have concluded that if the Mexican government does not provide economic certainty to promote private investment in the energy sector or fails to make further investments to increase PEMEX’s technological capabilities, Mexico’s oil production may drop considerably, weakening the financial position of the Mexican government.

Finally, the Mexican economy has suffered balance of payment deficits and shortages in foreign exchange reserves in the past, and we cannot assure you that these deficits and shortages will not occur in the future.

Political events in the United States could have a material adverse effect on our business, financial condition and results of operations.

The United States is Mexico’s primary trading partner, and receives over 80% of Mexico’s total exports. A deterioration in trade relations between Mexico and the United States could have a negative effect on Mexico’s economic growth and its transportation and shipping industry in particular.

Just like in Mexico, the presidential election of the United States of America was held in 2024, with former President Donald J. Trump and Kamala Harris as the leading contenders. President Trump was ultimately elected to a second term. The Trump administration has signed a series of executive orders affecting various trade agreements by imposing border taxes, higher tariffs or other measures which would increase the price of goods imported into the United States, particularly from Mexico. Future decisions by the current U.S. administration, including with respect to U.S. laws and policies governing foreign trade and foreign trade relations, could have a negative impact on the Mexican economy by reducing the level of commercial activity between Mexico and the United States or effecting a slowdown in direct U.S. foreign investment in Mexico, which could adversely affect our business and our results of operations.

In November 2018, the United States, Mexico and Canada signed the USMCA, which replaced NAFTA. The United States, Mexico and Canada ratified the USMCA on January 29, 2020, June 19, 2020 and March 13, 2020, respectively. As a result, the USMCA took effect on July 1, 2020. In addition, the United States has imposed tariffs affecting certain sections of the USMCA. We cannot predict the impact that the USMCA and the new tariffs imposed by the United States will have on our industry or the changes to international trade that may result, and consequently, we cannot predict what effect this will have on our business and our results of operations. If the United States withdraws from or makes material changes to the USMCA or other international trade agreements to which it is a party, trade barriers and other costs associated with trade between the United States and Mexico may increase, which could have a material adverse effect on our business, financial condition and results of operations.

Any decrease in oil prices could result in our clients reducing their spending on exploration and production projects, resulting in a decrease in demand for our services.

Oil and natural gas prices, as well as market expectations of potential changes in these prices, significantly impact the level of worldwide drilling and production services activities. Reduced demand for oil and natural gas or periods of surplus oil and natural gas generally result in lower prices for these commodities and often impact the economics of planned drilling projects and ongoing projects, resulting in the curtailment, reduction, delay or postponement of such projects for an indeterminate period of time. When drilling and production activity and spending declines, vessel daily rates and utilization for our offshore vessels historically decline as well.

As of the date of this Annual Report, prices have decreased by an average of 4.4% compared to 2024. If oil and natural gas prices decline from current levels for a sustained period, oil and gas exploration and production companies are likely to cancel or curtail their drilling programs and lower production spending on existing wells, thereby reducing demand for our services.

23
Any prolonged reduction in the overall level of oil and gas exploration and development activities, whether resulting from an accelerated transition to renewable energy sources, changes in the price of oil, natural gas or otherwise, could materially and adversely affect us by negatively impacting:


•
our revenues, cash flows and profitability;


•
the fair market value and profitability of our vessels;


•
our ability to maintain or increase our borrowing capacity;


•
or ability to obtain additional capital to finance our business and make acquisitions, and the cost of that capital;


•
the collectability of our receivables; and


•
our ability to retain skilled personnel whom we would need in the event of an upturn in the demand for our services.

If any of the foregoing were to occur, it could have a material adverse effect on our business and financial results.

The following table shows the high, low, average and period-end spot prices of Mexican crude oil as reported by the Bank of Mexico in U.S. dollars for the periods indicated below.

Spot price of Mexican crude oil
Year Ended December 31,
High (1)
Low (1)
Average (1)
End of Year (2)
2020
59.35
(2.37
)
35.86
47.16
2021
79.22
47.12
64.84
71.29
2022
119.62
60.42
89.39
69.71
2023
89.43
57.12
71.16
67.65
2024
80.17
57.07
70.66
66.70

Grupo TMM, S.A.B. and Subsidiaries

Spot price of Mexican crude oil
Year 2025
High (3)
Low (3)
Average (3)
End of Year (4)
January
74.20
67.82
70.51
68.69
February
69.36
64.90
67.27
65.03
March
67.03
62.87
64.86
66.72
April (5)
68.59
55.79
59.93
55.79

(1)
The highest, lowest and average spot price of Mexican crude oil in U.S. dollars reported by Banco de México during the relevant year.
(2)
The spot price on the last day of each relevant year.
(3)
The highest, lowest and average spot price in the relevant month.
(4)
The spot price on the last day of each relevant month.
(5)
As of April 30, 2025.

Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.

Mexico’s federal antitrust laws and regulations may affect some of our activities, including our ability to introduce new products and services, enter into new or complementary businesses or joint ventures and complete acquisitions. In addition, the federal antitrust laws and regulations may adversely affect our ability to determine the rates we charge for our services and products. Approval of the Comisión Federal de Competencia , or Mexican Antitrust Commission, is required for us to acquire and sell significant businesses or enter into significant joint ventures and we cannot assure you that we would be able to obtain such approval.

24
Investors may not be able to enforce judgments against the Company.

Investors may be unable to enforce judgments against us. We are a stock corporation, organized under the laws of Mexico. Substantially all our directors and officers reside in Mexico, and all or a significant portion of the assets of those persons may be located outside the United States. It may not be possible for investors to effect service of process within the United States upon those persons or to enforce judgments against them or against us in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Additionally, it may not be possible to enforce, in original actions in Mexican courts, liabilities predicated solely on the U.S. federal securities laws and it may not be possible to enforce, in Mexican courts, judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the U.S. securities laws.

Risks Relating to Ownership of our Equity

The protection afforded to minority shareholders in Mexico is different from that afforded to minority shareholders in the United States.

Under Mexican law, the protections afforded to minority shareholders are different from, and may be less than, those afforded to minority shareholders in the United States. Under Mexican law, there is no procedure for class actions as such actions are conducted in the United States and there are different procedural requirements for bringing shareholder lawsuits against companies. Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders than it would be for minority shareholders of a U.S. company.

In accordance with the Mexican Companies Act ( Ley General de Sociedades Mercantiles ), shareholders representing at least 33% of our capital stock can request that the Board of Directors call an Extraordinary Shareholders Meeting to vote on proposals included by the shareholders in their request to the Board.

Holders of ADSs may not be entitled to participate in any future preemptive rights offering, which may result in a dilution of such holders equity interest in our company.

Under Mexican law, if we issue new shares for cash as a part of a capital increase, we generally must grant our stockholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in our company. Rights to purchase shares in these circumstances are commonly referred to as preemptive rights. We may not be legally permitted to allow holders of ADSs in the United States to exercise preemptive rights in any future capital increase unless (1) we file a registration statement with the SEC with respect to that future issuance of shares or (2) the offering qualifies for an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC, as well as the benefits of preemptive rights to holders of ADSs in the United States and any other factors that we consider important in determining whether to file a registration statement.
If we do not file a registration statement with the SEC to allow holders of ADSs in the United States to participate in a preemptive rights offering or if there is not an exemption from the registration requirements of the U.S. Securities Act of 1933 available, the equity interests of holders of ADSs would be diluted to the extent that ADS holders cannot participate in a preemptive rights offering.

The Company is controlled by the Serrano Segovia family.

The Serrano Segovia family controls the Company through Vanessa Serrano Cuevas’s direct and indirect ownership of our Shares as from December 31, 2022, and members of the Serrano Segovia family serve as members of our Board of Directors. Holders of our ADSs may not vote at our shareholders’ meetings. Each of our ADSs represents five CPOs. Holders of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the Master Neutral Investment Trust ( Fideicomiso Maestro de Inversion Neutra ) (the “CPO Trust”). Such voting rights are exercisable only by the trustee, which is required by the terms of the trust agreement to vote such Shares in the same manner as the majority of the Shares that are not held in the CPO Trust that are voted at any shareholders’ meeting. Currently the Serrano Segovia family owns a majority of the Shares that are not held in the CPO Trust. As a result, the Serrano Segovia family will be able to direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 7. “Major Shareholders and Related Party Transactions - Major Shareholders.”

25
A change in control may adversely affect us.

In the past, a portion of the Shares and ADSs of the Company held by the Serrano Segovia family was pledged to secure indebtedness of the Serrano Segovia family and entities controlled by them and may from time to time in the future be pledged to secure obligations of other of their affiliates. A foreclosure upon any such Shares held by the Serrano Segovia family could result in a change of control under the various debt instruments of the Company and its subsidiaries. Such debt instruments provide that certain change of control events with respect to us will constitute a default and that the relevant lenders may require us to prepay our debt obligations including accrued and unpaid interest, if any, to the date of such repayment. If such a default occurs, we cannot assure you that we will have enough funds to repay our debt.

Our ADSs trade on the over-the-counter (“OTC”) market, which may limit the liquidity and price of our ADSs more than if the ADSs were quoted or listed on a national securities exchange.

Our ADSs currently trade on the OTC market under the ticker symbol GTMAY. The OTC market is a significantly more limited market than a national securities exchange such as the New York Stock Exchange (“NYSE”) or NASDAQ, with generally lower trading volumes and higher price volatility. Quotation of the ADSs on the OTC market may limit the liquidity and price of the ADSs and could adversely impact our ability to raise capital.

We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring an annual assessment by management of the effectiveness of a public company’s internal controls over financial reporting and an attestation report by the Company’s independent auditors addressing this assessment, if applicable. Effective internal control is necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As discussed in Item 15 “Controls and Procedures,” based on a review of our internal controls over financial reporting, our management has identified certain material weaknesses in our internal control over financial reporting as of December 31, 2024. Due to these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis. For a summary of the material weaknesses identified and the measures that we have taken and are taking to remediate, see “Item 15. Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.”

26
We cannot assure you that we will be able to remediate our existing material weaknesses in a timely manner, if at all, or that in the future additional material weaknesses will not exist, reoccur or otherwise be discovered. If our efforts to remediate this material weakness, as described in Item 15 “Controls and Procedures”, is not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations, cash flows or key operating metrics could be impaired, which could result in a material misstatement of our annual or interim financial statements, late filings of our annual or interim reports under the Exchange Act, restatements of our consolidated financial statements or other corrective disclosures. Additionally, the remediation measures we take may be time consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. Our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could have an adverse effect on our business and negatively impact the trading price of our Shares. There can be no assurance that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

ITEM 4
INFORMATION ON THE COMPANY

A.  History and Development of the Company

We were formed on August 14, 1987, under the laws of Mexico as a variable capital corporation (sociedad anónima de capital variable) to serve as a holding company for investments by certain members of the Serrano Segovia family.

TMM merged with and into Grupo TMM (formerly Grupo Servia, S.A. de C.V. (“Grupo Servia”)), which was effected on December 26, 2001, leaving Grupo TMM as the surviving entity. Under the terms of the merger, all of the assets, privileges and rights and all of the liabilities of TMM were transferred to Grupo TMM upon the effectiveness of the merger. TMM was founded on September 18, 1958 by a group of private investors, including the Serrano Segovia family.

In December 2001, the boards of directors of TMM and Grupo TMM unanimously approved a corporate reorganization and merger in which TMM was merged with and into Grupo TMM. After the merger, each shareholder of TMM continued to own the same relative economic interest in Grupo TMM as the shareholder owned in TMM prior to the merger. In preparation for the merger, the shareholders of Grupo TMM approved the division ( escisión) of Grupo TMM into two companies, Grupo TMM and a newly formed corporation, Promotora Servia, S.A. de C.V. (“Promotora Servia”). Under the terms of the escisión , Grupo TMM transferred all of its assets, rights and privileges (other than its interest in TMM) and all of its liabilities to Promotora Servia. The transfer of assets to Promotora Servia was made without recourse and without representation or warranty of any kind, and all of Grupo TMM’s creditors expressly and irrevocably consented to the transfer of the liabilities to Promotora Servia.

On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation (sociedad anónima) . Following the reclassification, we had 56,963,137 Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.

As a result of a reform to the securities law in Mexico promulgated in June 2006, publicly traded companies in Mexico were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. Accordingly, on December 20, 2006, the Company added the term “ Bursátil ” to its registered name to comply with the requirements under Mexico’s new securities law, or Ley del Mercado de Valores. As a result, the Company is known as Grupo TMM, Sociedad Anónima Bursátil, or Grupo TMM, S.A.B. In addition, the Series A Shares of the Company were renamed as nominative common shares without par value (“Shares”). The rights afforded by the new Shares are identical to the rights afforded by the former Series A Shares.

On December 15, 2017, as part of corporate restructuring to improve our debt profile, we transferred 85% of the shares of our wholly owned subsidiary, TMM Division Maritima, S.A. de C.V. (“TMMDM”), an owner and operator of supply vessels, tankers and tugboats, to the holders of certificates issued by TMMDM under our Mexican Peso-Denominated Trust Certificates Program (the “Trust Certificates Program”). The Trust Certificates Program involved the issuance to investors of certificates secured by trust assets and denominated in Mexican Pesos, the proceeds of which were used by us to consolidate and refinance the debt related to those vessels, as well as to finance the acquisition of additional vessels as contemplated by our expansion program. As a result of the transfer, we no longer exercise control over TMMDM and our financial statements no longer include TMMDM’s assets, liabilities, and income or loss. A Maritime Service Contact was entered into to operate TMMDM’s supply vessels and tankers, which was terminated by both parties in August of 2022. TMMDM has since changed its name to Maritima del Golfo de México y Subsidiarias para el Petróleo, SA de CV.

27
Today, we are a fixed capital corporation listed on the Mexican Stock Exchange ( Bolsa Mexicana de Valores ) incorporated under the Ley General de Sociedades Mercantiles for a term of 99 years. We are headquartered at Convento de Acolman 58-B, Colonia Jardines de Santa Mónica 54050, State of México, México, and our telephone number is +52-55-5629-8866. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, such as Grupo TMM, at http://www.sec.gov . Grupo TMM’s Internet website address is www.tmm.com.mx . The information on Grupo TMM’s website is not incorporated into this Annual Report.

B.  Business Overview

General

We are one of the largest logistics and transportation companies in Mexico, providing a variety of integrated and dynamic logistics and transportation services to premium clients throughout Mexico, including maritime transportation services, ports and terminals management, logistics services and warehousing services.

As part of the strengthening plan, (i) we have reassigned the ship agency business to the Maritime Operations Division, which was previously reported as part of the Ports and Terminals Division, (ii) the shipyard business has become a Business Division, now called Maritime Infrastructure (this division was previously a part of the Maritime Operations Division), and (iv) the Logistics Division is now reported within the Ports, Terminals and Logistics Division.

Maritime Operations. Our Maritime Operations division provides maritime transportation services, including the operation of offshore vessels that provide transportation and other services to the Mexican offshore oil industry, tankers that transport petroleum products within Mexican and international waters, parcel tankers that transport liquid chemical between the United States and Mexico. As of March 31, 2025, we operate a fleet of eight vessels, including one parcel tanker, one tanker, one LPG vessel and a five offshore supply vessels. This business unit also provides maritime agency services to ship owners and operators of Mexico’s main ports.

Maritime infrastructure operations. We operate a shipyard with integrated services based in the port of Tampico, Mexico through our subsidiary, Inmobiliaria Dos Naciones, S.R.L. de C.V. (“IDN”). IDN is located near offshore oil and gas facilities and key commercial routes between the Southeastern United States and Mexico. As of March 31, 2025, IDN provides ship repair services and has two floating docks, the first with a capacity of 3,000 metric tons and the second with a capacity of 6,600 metric tons, which was commissioned in January of this year. IDN services more than 30 vessels per year and provides us with the necessary capabilities to build additional naval vessels.

Ports, Terminals and Logistics Operations. We presently provide general cargo operations at the port of Tuxpan, under permits for cargo handling and stowage services granted by the Mexican government, which provides for certain renewal rights. As of June 2021 and as a result of the Mexican government’s decision that all ports should be operated by such government, our concession in the port of Acapulco was not renewed.

In addition, we provide dedicated logistics services to major manufacturers, including automobile manufacturers and retailers with facilities and operations throughout Mexico. The services that we provide include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle) analysis; logistics information process design; intermodal transport; supply chain and logistics management; product handling and repackaging; local pre-assembly; maintenance and repair of containers in principal Mexican ports and cities and inbound and outbound distribution using multiple transportation modes. Due to the scope of our operations, together with the extent of our experience and resources, we believe that we are uniquely positioned to coordinate the entire supply chain for our customers.

28
Warehousing Operations. Through our subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Auxiliary Credit Organization (“ADEMSA”), we provide warehousing and bonded warehousing facility management services. ADEMSA currently operates over 71,637 square meters of warehousing space throughout Mexico, including 36,610 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit.

Set forth below are our total revenues over the last three fiscal years for each of our business segments:

Consolidated Transportation Revenues
(in millions of Pesos)
for the Years Ended December 31,
2024
2023
2022
Maritime Operations
$
1,283.0
$
795.5
$
1,231.1
Maritime infrastructure operations
262.2
200.5
118.5
Ports, terminals and logistics Operations
61.9
73.1
161.0
Warehousing Operations
146.4
149.5
172.5
Total
$
1,753.5
$
1,218.6
$
1,683.1

Recent Developments

COVID-19

On March 11, 2020, WHO declared COVID-19 a pandemic. In response, governments around the world, including Mexico, have implemented a variety of extraordinary measures to control its spread, including travel restrictions, quarantines, and suspension of non-essential activities. On May 5, 2023, the WHO officially declared the end of the COVID-19 pandemic in the world. By the same token, the government of Mexico announced that the country is closing the epidemic cycle and is moving toward an endemic.

In light of these and other conditions beyond our control, our operating results may be volatile and subject to change rapidly. In this sense, the Company adapted an operating scheme to face the crisis, which to this date remains in effect. Currently, all operating activities are face-to-face and only administrative activities operate under a hybrid home office - face-to-face scheme.

We, and our third-party goods and services providers, where applicable, require various approvals, licenses, permits and certificates in the ordinary course of our business. This could produce delays by regulatory and administrative agencies reviewing, approving and/or renewing our applications. These delays have become much more frequent following the COVID-19 pandemic given the various shutdowns and/or the reduction in operations of government offices which have not resumed operations at the same pace as prior to the COVID-19 pandemic. As of the date of the consolidated financial statements included in this Form 20-F, the Group is unable to quantify the adverse effect that COVID-19, or any other pandemic, could have on operating income in the future. However, we have taken several measures to maintain business continuity and strengthen our financial condition, including a strict control of our overhead expenses. The Group remains in compliance with the health and safety protocols established by the Mexican government and has taken measures and implemented policies to safeguard its businesses, employees and the locations in which it operates from the threats posed by the COVID-19 pandemic. We have adopted the hybrid model of working while maintaining limited access to facilities and implementing new controls for emergency procedures and mitigating potential cybersecurity risks. Going forward, we will continue to closely monitor the development of the COVID-19 pandemic, including its effect on our business, financial condition and results of operations.

29
Digitalization Strategy

Our cloud computing strategy has proven fundamental to our financial approach, enabling us to optimize resources and improve operational efficiency. We have also prioritized cybersecurity by implementing robust measures to protect our data and systems. Furthermore, we recognize the importance of keeping our IT staff continuously up-to-date on new technologies, ensuring we are prepared to tackle emerging challenges in today’s technological environment.

Several platforms have seen continuous improvements since their implementation, such as ARCADIA v2.0 CRM (Customer Relationship Management) system, which has been increasingly used by more employees within the Company to facilitate and optimize business relationships.

Also noteworthy is the Apolo 2024 (HelpDesk) system, which allows for more precise control over technical support and infrastructure reports, from opening to resolution. This system integrates technical support statistics, business segment information, and a dynamic dashboard added in 2024, summarizing the activities performed.

The ADIRAN system (Yard and Container Terminal Management) is currently undergoing functional testing for Phase 1, with a view to implementation in the first half of 2025. This update will replace eight servers, three applications and database managers, all of which have been in operation for more than 16 years.

Regarding internal training, we have TALENTUM, our online training, coaching and assessment platform, which is focused on the continuous online training, skills development, and competency assessment. During 2025, this platform will continue to evolve with the integration of new content and topics relevant to the Group’s operations.

We are currently in the testing phase of the DOMUS system, designed for Human Resources management. This system will allow for the efficient management and storage of digital documents, as well as the personal, work and historical data of each employee. It will also facilitate interconnection with other platforms with the requirements established in the Mexican Official Standard NOM-035.

Two additional systems will be implemented during the first half of 2025. The first is SYRIUS, a platform that will allow the monthly recording of activities and services performed by Group TMM’s vessels. This system defines the rates established by contract with clients, and based on this information, automatic estimates are generated for the amounts per item and total. In addition, SYRIUS will track invoices issued in SAP, including payment records, which will contribute to better management of the operation.

The second system to be implemented in 2025 is a Document Management System, designed to enable the efficient management of documents generated by the various areas of Grupo TMM. This platform will provide tools for managing catalogs, controlling files, and ensuring proper categorization by area. It will also allow for assigning document issuance managers, generating automated email reminders for follow-up on requests, and managing expiration and renewal dates and completing tasks in a timely manner.

We have increased the number of interfaces that enable the information exchange between current and legacy systems used internally to systematize processes previously managed in spreadsheets or word processors, thereby avoiding and minimizing rework, data entry errors and information loss.

From an infrastructure perspective, servers requiring updates continue to be migrated to virtualized environments, which has reduced costs, increased operational agility, and improved flexibility to distribute workloads across systems.

On a financial level, we continue to operate with our enterprise resource planning (“ERP”) SAP S/4HANA systems. We have considered the option to migrate to ERP Microsoft Dynamics 365; however, this transition would require significant financial resources and an estimated implementation period of approximately nine months. While this migration could result in significant operational cost savings related to the ERP systems in a few years, it is also a fact that we have not yet secured a special budget to cover the expenses for licenses, implementation, go-live, maintenance, and operational continuity, which represent substantial initial outlays.

30
During 2025, additional technological alternatives to the Microsoft Dynamics 365 ERP are being explored, which could represent a lower investment and operating cost while maintaining the required functionality and scalability.

New Mexico City Airport Bonded Warehouse - AIFA

On February 4, 2022 the new airport in Mexico City (Aeropuerto Internacional Felipe Angeles-AIFA) awarded our wholly owned subsidiary, TMM Almacenadora S.A.P.I. de C.V. (“S.A.P.I”), a 10-year lease to operate a bonded warehouse of 5,184 square meters within the airport’s cargo terminal. Also, in August of the same year, we were awarded a 10-year lease to operate a 12,200 m2 warehouse for domestic cargo. In December 2022, we partnered with an important company specialized in port terminals for the development and operation of the warehouses and, during the second quarter of 2023, S.A.P.I., which included the AIFA concession, was sold.

National Storage Operations

As a result of the sale of TMM Almacenadora S.A.P.I. de C.V, the existing national warehousing operations have been transferred to Saricogui Logística SAPI de CV, a wholly-owned subsidiary of Grupo TMM.

Closure of Certain Container Maintenance and Repair Locations

At the end of 2023 and the beginning of 2024, the Company decided to close its container maintenance and repair operations in the locations of Ensenada, Altamira, Manzanillo, Pantaco and Veracruz, retaining only the location in Aguascalientes. This decision was driven by a significant market downturn, leading the Company to strengthen its market presence in Aguascalientes.

Capital Increase

In 2023, a capital increase was executed amounting to $151,977,600.60 at a subscription price of $2.10 pesos per share, equivalent to 72,370,286 Shares. This capital increase marks a historic moment for the Company, enabling it to consolidate its projects, create shareholder value, and generate investor confidence.


New “Loderos” Vessels

At the end of 2023, the company was awarded two three-year contracts for the operation of two specialized vessels called “Loderos,” or mud vessels, designed and converted by the technical team of the Maritime Operations Division, and which began operations during the first quarter of 2024. In January 2025, these vessels were acquired through financing provided by Inbursa for $40.5 million at an annual rate of SOFR + 5%, with semiannual payments of principal and interest. Currently, the Company operates a fleet of five such vessels of this type.

New Floating Dock

In January 2025, a newly built floating dock was added to the Maritime Infrastructure Division’s fleet. It was acquired through financing provided by Bancomext for $16.8 million, equivalent to approximately 85% of its value at a SOFR + 2.35% rate with quarterly principal and interest payments. The floating dock will allow us to service vessels of up to 6,000 lifting tons, accessing a 94% market share.

Termination of our Concession at the Port of Acapulco

Since June 1996, we had operated the port of Acapulco in association with SSA Mexico, S.A. of C.V. (“SSA”) through a 25-year concession granted by the Mexican government. Although the concession provided for the possibility of renewal, the administration of President Manuel López Obrador elected to not to renew the concession and to transfer control of the port to SEMAR. As a result, our operations at the port of Acapulco terminated concurrently with the expiration of our concession effective as of June 21, 2021.

31
Refinancing of Certain Credit Lines

During 2021, 2022 and 2023, we refinanced certain of our outstanding credit lines, extending their maturity dates to provide additional support as we continued to navigate disruptions to international trade and demand for our services resulting from the COVID-19 pandemic.

Charter of Specialized “Mud Vessels”

In August 2021, PEMEX awarded us a three-year contract to operate three specialized vessels, known as “mud vessels,” for use in the generation, transportation, conditioning and recovery of fluids during the drilling, completion and repair of offshore oil wells, which are currently undergoing renovation. At the end of August 2022, the Company secured the addition of a fourth mud vessel for one year, as part of the aforementioned contracts. In May 2024, the contracts for the three mud vessels were renewed for a period of 3.5 years.

Relocation of Corporate Headquarters

As part of our cost reduction efforts, in 2021 we moved our corporate headquarters to a new location in Mexico City, which has generated significant savings by lowering our lease payments and other corporate costs.

Vessel Sales

In accordance with our fleet modernization plan, in recent years we have sold or otherwise ceased to operate a number of vessels. On January 8, 2021, we sold the chemical tanker M/T “Olmeca” to Athene Shipping Limited. Most recently, in January 2022, we sold the supply vessel “Isla Colorada” to Buzca Soluciones de Ingenieria, S.A.

RTG Crane Acquisition

In June 2019, we entered into a financing agreement with PNC Bank, N.A., guaranteed by EXIM Bank, to acquire a rubber tyred gantry (“RTG”) crane to replace the crane used in our automotive sector operations at Aguascalientes. Pursuant to the agreement, the Company received loan proceeds in the amount of US$860 thousand (approximately 85% of the purchase price of the crane), at a fixed rate of 4.40% per annum, with semiannual payments of principal and interest, maturing in July 2024, and settled on July 15, 2024. See Note 13.1 of the accompanying Audited Consolidated Financial Statements.

Refinancing of Parcel Tankers Debt

In May 2018, following the sale of the chemical tanker M/T “Maya” the Company prepaid the full US$25 million outstanding on a line of credit from DVB Bank America, N.V. which had been incurred to finance the purchase of that vessel. In addition, in September 2018, the Company obtained a new line of credit from ACT Maritime LLC, a subsidiary of Alterna Capital Partners, LLC, in the amount of US$5.25 million, at a variable rate of LIBOR 90 days plus 750 points, with quarterly payments of principal and interest, and maturing in September 2023. The proceeds of this new line of credit were used to pay off the remaining balance of the 10-year line of credit in the original amount of US$27.5 million that the Company had obtained from DVB Bank America, NV in May 2007 to purchase the chemical tanker M/T “Olmeca.” In December 2020, we used the funds obtained from Athene Shipping Limited as an advance on the sale of the “Olmeca” to prepay in full the US$3.5 million outstanding on the ACT Maritime LLC line of credit. See Item 5. “Liquidity and Capital Resources - Purchase of Two Parcel Tankers”.

Termination of the operation and management contract of TMMDM’s fleet.

In August of 2022, the Maritime Services Agreement with TMMDM, which was entered into on December 15, 2017, was terminated as a result of the transfer by the Company of 85% of the shares in TMMDM to the holders of Senior Trust Bonds issued by TMMDM under the Senior Trust Bond program. As a result of this termination, in no time, the Maritime Division will eliminate the name TMM from its corporate name. This operation solely represented 1% of the consolidated revenue. TMMDM has since changed its name to Marítima del Golfo de México y Subsidiarias para el Petróleo, SA de CV.

32
Termination of the business of transporting steel to South America in bulk carriers.

In August 2017, we began the service of transporting steel in bulk to South America in specialized vessels called bulk carriers. As part of our strategy to have profitable operations, we terminated this service in December of 2022.

The Mexican Market

Since TMM’s formation in 1958, the growth and diversification of the Mexican economy have largely driven our growth. Following the enactment of NAFTA, which became effective January 1, 1994, trade with and investment in the Mexican economy has significantly increased, resulting in greater traffic along the North-South cross-border trade routes that extend from Canada to the United States and Mexico. The USMCA, the successor to NAFTA, entered into force on July 1, 2020. Although the USMCA aims to support mutually beneficial trade and robust economic growth among parties, we cannot predict the changes the agreement may have or the impact the USMCA will have on the Mexican economy or our results of operations given the recent changes in leadership and policies in member countries. The following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:

Foreign Trade 2022-2024(a)
As of December 31,
(in millions of Dollars)
2024
2023
2022
Total Exports
$
617,100
$
593,005
$
578,193
Total Imports
$
625,312
$
598,475
$
604,615
Total Trade Flows
$
1,242,411
$
1,191,481
$
1,182,808
Growth Rate—Exports
4.1
%
2.6
%
16.9
%
Growth Rate—Imports
4.5
%
(1.0
)%
19.6
%
Growth Rate—Total
4.3
%
0.7
%
18.2
%
Growth Rate—GDP (b)
1.5
%
3.3
%
3.7
%

(a)
The figures include the in-bound ( maquiladora ) industry.
(b)
The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica (INEGI) and is based on 2018 prices.
Source: Instituto Nacional de Estadistica, Geografia e Informatica (INEGI).

Business Strategy

The Company’s strategy is to focus on strengthening businesses related to the maritime and logistics sectors, as well as maintaining efficient and profitable operations. As part of our ongoing efforts to achieve the Company’s goals, throughout the past five years we have accomplished the following:


•
We have adopted the following actions as a permanent part of our strategies, which focus, among others, on  offsetting recent financial instability resulting from pandemics such as the COVID-19 pandemic and the downturn in the oil industry: (i) reducing our overhead costs and selling, general and administrative (“SG&A”) expenses, (ii) working with Nacional Financiera, S.N.C. to maintain our early payment program to reduce our liquidity risk and mitigate payment delays resulting from changes in the payment policies of PEMEX and other key customers, (iii) diversifying our customer base, and (iv) negotiating with our lenders to delay our payment obligations and extend the applicable maturity date under various loans and financing agreements.


•
With respect to helping ensure our financial reporting and auditing processes remain robust and as timely as possible, permanent actions we have implemented include, among others, (i) the implementation of new controls for emergency procedures, (ii) close monitoring of IT access controls to enable our employees to work remotely where possible, (iii) controls to mitigate the potential increase in cybersecurity risks arising from a higher level of remote work, and (iv) where existing controls are unable to be performed safely or effectively, identifying and implementing appropriate alternative controls to compensate for the lack of information.

33

•
We increased the number of ships for our Offshore Maritime Sector related businesses through the addition of five specialized vessels under a time charter contract with PEMEX. These vessels, known as “mud vessels”, are used in the generation, transportation, conditioning and recovery of fluids during the drilling, completion and repair of offshore oil wells. Additionally, two of the mud vessels were acquired in January 2025 through financing provided by Inbursa for $40.5 million at an annual rate of SOFR + 5%, with semiannual payments of principal and interest. These vessels were registered in Mexico and renamed TMM Alfa (formerly Auora Pearl) and TMM Gamma (formerly World Peridot).


•
We diversify our customer portfolio by operating tankers and LPG vessels for third-party customers.


•
To focus on strengthening our maritime-related businesses, we sold our warehousing business at the new Mexico City airport (Felipe Ángeles International Airport - AIFA), along with TMM Almacenadora S.A.P.I. de CV, the holder of the concession granted by AIFA. Additionally, to maintain efficient and profitable operations, we closed certain container maintenance and repair workshops.


•
A capital increase amounting to $151,977,600.60 was undertaken by the principal shareholders of the Company. This capital increase will enable us to consolidate our projects, create value for our shareholders, and generate confidence among investors.


•
At the end of 2024, we renewed our assets in the Maritime Infrastructure business by replacing the ARD-10 floating dock, which had reached its useful life, with a newly built one, allowing us to increase current capacity and access a 94% market share. This new floating dock was acquired through financing provided by Bancomext for $16.8 million, equivalent to approximately 85% of its value at a SOFR + 2.35% rate with quarterly payments of principal and interest. As part of our strategy to maintain efficient and profitable operations, in late 2023 and early 2024, the Company decided to close its container maintenance and repair operations in Ensenada, Altamira, Manzanillo, Pantaco, and Veracruz, leaving only the town of Aguascalientes.

Our business strategy is focused on the following:


•
Strengthen our business related to the Maritime and Logistics Sectors;


•
Increasing the installed capacity in our Maritime Infrastructure operations;


•
Maintaining efficient and profitable operations in Ports and Terminals, Logistics and Storage;


•
Diversification and expansion of services;


•
Business development with the assets strategically located in Tuxpan, Veracruz; and


•
Disciplined and continuous control of expenses.

We expect to fulfill all of the above mentioned objectives through a series of financial and commercial strategies that are described in full detail in Item 5. “Operating and Financial Review and Prospects”.

Certain Competitive Advantages

We believe that we benefit from the following competitive advantages:


•
We are one of the largest and leading Mexican owned and operated maritime and logistics companies in Mexico.

34

•
We have extensive and proven experience in ports, terminals and integrated services, such as yards operations, vessels and intermodal equipment maintenance, repair and warehousing in Mexico.


•
We have a demonstrated ability to contract vessels with limited disruptions.


•
The Mexican Navigation and Maritime Trade Law requires that Mexican flag carriers receive preferential treatment.


•
We are poised to capitalize on future growth in the Mexican energy sector.


•
We are certified by the Institute of International Container Lessors (“IICL”) for our maintenance and repair of containers.


•
Our operations in Tuxpan, Veracruz are in a prime location to capitalize on the growth of trade via the Gulf of Mexico.

Maritime Operations

Our Maritime Operations include: (a) supply and logistics services for the offshore oil industry at facilities in the Gulf of Mexico and between ports and/or to and from oil platforms; (b) parcel tankers, for the transportation and loading of liquid chemical products between ports in Mexico and the United States; (c) tankers for the transportation of oil and gas products in Mexican and international waters; and (d) port agency services in the country’s main ports for both cargo vessels and cruise ships. This segment represented 73% of consolidated revenues for the year 2024, 65.3% for the year 2023, and 73.2% for the year 2022.

Fleet Management

As of March 31, 2025, we operated a fleet of eight vessels comprised of one parcel tanker, one tanker, one LPG vessel, and five offshore vessels. It is worth mentioning that until August 2022, we operated, commercialized and managed 24 vessels owned by TMMDM (23 supply vessels, 1 tanker), through a Maritime Services Agreement, which was terminated by both parties last August 2022. Under such agreement, TMMDM was required to pay a fee based on the income based on the shipping revenues. TMMDM has since changed its name to Marítima del Golfo de México y Subsidiarias para el Petróleo, SA de CV.

The table below sets forth information as of March 31, 2025, about the fleet we operate by type, size and capacities:

Vessel Type
Number
of
Vessels
Total Dead
Weight Tons
(in thousands)
Total Cubic
Meter Capacity
(in thousands)
BHP(*)
Offshore vessels
5
**

**

7,684
Parcel tankers
1
14.0
13.8
**

Tankers
1
37.5
41.8
**

LPG vessels
1
29.5
38.0
**

Total
8
81.0
93.6
—

*
Average Brake Horse Power.
**
Not applicable.

Offshore Vessels

We have been participating in this business for more than 25 years. Our offshore division provides supply and logistics services to the offshore industry between the ports and the offshore facilities in the Gulf of Mexico through a specialized fleet that includes mud vessels, supply vessels, anchor handling tug supply vessels, production, storage and offloading (“FPSO”) vessels and Dynamic Positioning (“DP”) vessels. Other services include supply and administration of onboard personnel, coordination and supervision of the maritime transport of staff, materials and equipment from the base on shore to operational points of the vessels within the oil-drilling zone of the Gulf of Mexico.

35
During 2021, PEMEX conduced a public tender through which we were awarded three long-term charter contracts for the mud vessels Redfish 4, Beluga 2 and Go Canopus, each of which commenced operations in July 2021 for a period of three years and each of which was renewed in 2024 for a period of 3.5 years. At the end of 2023, we were awarded through public tender for two new mud vessels (TMM Alfa and TMM Gamma), which began operations in February and March 2024, respectively.

Set forth below is information regarding the offshore vessels fleet as of March 31, 2025:

Vessel
Year
Flag
DWT (1)
LOA (2)
(m) (3)
Beam
(m)
BHP
Charterer(s)
+ Redfish 4
2012
Mexico
2,435
67.40
16.00
8,000
PEMEX
+ Beluga 2
2012
Mexico
2,436
67.40
16.00
7,369
PEMEX
+ Go Canopus
2009
Mexico
2,278
67.00
16.00
10,876
PEMEX
TMM Alpha
2013
Mexico
3,514
80.3
16.20
6,193
PEMEX
TMM Gamma
2013
Mexico
3,514
80.3
16.20
6,193
PEMEX

(1)
Dead weight tons.
(2)
Overall length.
(3)
Meters.
+ Chartered vessel.

Product Tankers

Since 1992, we have provided product tanker chartering services to PEMEX and its subsidiaries for the transportation of clean and dirty petroleum products from refineries to various Mexican ports. During 2023, we operated the Kinaros tanker, which ended its contract in December 2023, and in 2024, we continue to operate the Steel vessel, which has under a time charter contract with the company CFEnergía for cabotage fuel oil transportation between the ports of Coatzacoalcos and Tuxpan.

Vessel
Year
Flag
Length
(m) (1)
Beam
(m)
Draft
(,)
DWT (2)
Total M 3 Capacity
Steel
2008
Marshall Islands
184.32
27.4
17.22
37,538
41,822.48

(1)
Meters.
(2)
Dead weight tons.

Parcel Tankers

Our Parcel Tanker business operates between Mexican and American ports in the Gulf of Mexico, transporting chemicals, vegetable and animal oils and molasses. The majority of the transported cargo is under contracts of affreightment (“COAs”) in which the customers commit the carriage of their cargo over a fixed period of time on multiple voyages, with a minimum and a maximum cargo tonnage at a fixed price. The vessel operator is responsible for the vessel, the fuel and the port expenses. Currently, our parcel tanker fleet is comprised of one chartered vessel. We transported 372,000 tons of chemical products in our parcel tankers during 2024, 361,000 tons during 2023, and 531,000 tons during 2022. Our primary customers for our parcel tanker services include major oil and chemical companies.

Set forth below is information regarding our parcel tanker as of March 31, 2025:

Vessel
Year
Flag
Length
(m) (1)
Beam
(m)
Draft
(m)
DWT (2)
Capacity M 3
Total
Andino Alpha
2002
Cyprus
134.16
20.5
11.6
14,045
13,854.88

(1)
Meters.
(2)
Dead weight tons.

36
Gas Tankers

In June 2024, a contract was signed with one of PEMEX’s subsidiaries to transport propane gas in the Gulf of Mexico.

Set forth below is information regarding our parcel tanker as of March 31, 2025:

Vessel
Year
Flag
Length
(m) (1)
Beam
(m)
Draft
(m)
DWT (2)
Capacity M 3
Total
Kapellen
2018
Belgium
180
29.43
18
29,589
38,082.89

(1)
Meters.
(2)
Dead weight tons.

Bulk Carrier

In August 2017, we commenced transporting unpackaged general commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels. Our bulk carrier services typically involve the hiring of a bulk carrier vessel approximately once per month. On December 31, 2022, we concluded this service.

Maritime Agency Services

We work as representatives of shipowners through our agencies and subagents in the principal ports of Mexico, including the ports of Veracruz, Coatzacoalcos, Ciudad del Carmen, Dos Bocas, Tuxpan, Puerto Vallarta and Zihuatanejo. Our agencies that provide services to vessel owners and operators in Mexican ports include: (i) port agent services, including the preparation of the necessary documentation with the port authorities for the clearance of vessels; (ii) security agent services, which supports the rotation of crew members and the provision of spare parts; (iii) multimodal cargo and supervision; (iv) vessel provisioning services, which include the procurement of food, water and supplies and (v) fueling services, which include the coordination of fuel delivery services. Our shipping agencies also provide shipping agency services to other major ports through agreements with local agents.

Customers and Contractual Arrangements

The primary purchasers of our Maritime Operations services are multi-national oil, gas and chemical companies. These services are generally contracted on a short-term or long-term time charter basis, voyage charters, COAs or other transportation agreements tailored to the shipper’s requirements. In 2024, our four largest customers accounted for approximately 99.9% and 73.1% of Maritime Operations revenues and consolidated revenues, respectively. The loss of one or more of our customers could have a material adverse effect on our Maritime Operations Division’s results of operations.

The services we provide are arranged through different contractual arrangements. Time charters are the principal contractual form for our Maritime Operations.

In the case of a time charter, the charterer is responsible for the hire, fuel and port expenses, and the shipowner is responsible for the nautical operation of the vessel, including the expenses related with the crew, maintenance and insurance. When we bareboat charter a vessel, the charterer is responsible for the hire, fuel and port expenses but also assumes all risk of the nautical operation, including the associated expenses. COAs are contracts with a customer for the carriage of cargoes that are committed on a multi-voyage basis over a period of weeks or months, with minimum and maximum cargo tonnages specified over the period at fixed rates per ton depending on the duration of the contract. Typically, under voyage charters and COAs, the shipowner pays for the fuel and any applicable port charges.

37
Markets

The demand for offshore vessels is affected by the level of offshore exploration and drilling activities, which in turn is influenced by a number of factors including:


•
expectations as to future oil and gas commodity prices;


•
customer assessments of offshore drilling prospects compared to land-based opportunities;


•
customer assessments of cost, geological opportunity and political stability in host countries;


•
worldwide demand for oil and natural gas;


•
the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;


•
the level of production of non-OPEC countries;


•
the relative exchange rates for the U.S. dollar; and


•
various government policies regarding exploration and development of their oil and gas reserves.

Maritime Infrastructure Operations

The Company has a concession to operate a shipyard in the port of Tampico, Mexico. The shipyard is strategically located on the Gulf of Mexico, in close proximity to offshore oil and gas facilities and other key trade routes between the southeastern United States and Mexico. The shipyard provides repair services over 30 vessels per year. In addition, to better capitalize on the opportunities created by new entrants in the Mexican market, a new 6,600-metric-ton floating dock was acquired in December 2024, expanding our capabilities to serve customers with larger vessels and accessing a 94% market share, increasing the Company’s revenue.

Ports, Terminals and Logistics Operations

This Division is responsible for logistic solutions services, as well as container and rail car maintenance and repair, loading, unloading and storage services for goods in land and sea terminals. This segment represents 3.5%, 6.0% and 11.8% of consolidated revenues for the years 2024, 2023 and 2022, respectively.

Tuxpan

Since 1999, through our subsidiary Operadora Portuaria de Tuxpan, S.A. de C.V. (“OPT”), we have held a permit to provide general cargo operations at the public berths in the port of Tuxpan, such as loading and unloading of grain and gravel for the construction of a gas pipeline at public docks, as well as container-warehousing services, and we also provide grain storage services within our facilities. In addition, we own approximately 1,780 acres of land in the Port of Tuxpan through our wholly owned subsidiaries, Bimonte S.A. de C.V., Prestadora de Servicios MTR, S.A. de C.V. and Services and Solutions Optimus, S. de R.L. de C.V., in which we plan to develop a liquid oils terminal, a multipurpose terminal, and logistic facilities.

The following table sets out our existing port facilities and concessions:

Port
Concession/Permit
Date Awarded
Duration
Tuxpan
Stevedoring Services
August 4, 1999
20 years (includes a 10-year extension that was exercised in 2009 and 2019, respectively)

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Acapulco

In June 1996, we received a 25-year concession to operate the tourist port of Acapulco, which was operated through a joint venture with SSA Mexico through the company Administración Portuaria Integral de Acapulco, S.A. de C.V . (“API Acapulco”), with Grupo TMM being the majority shareholder with 51%. Operations at this terminal ended on June 21, 2021 due to the decision of the Federal Government during the President Andrés Manuel López Obrador administration not to renew our concession and transitioning Mexican port operations to the oversight and control of SEMAR.

Logistics Operations

Through TMM Logistics, S.A. de C.V. (“TMM Logistics”), a wholly-owned subsidiary of Grupo TMM, we provide dedicated logistics services to major manufacturers, including automobile manufacturers, and retailers with facilities and operations throughout Mexico. The services that we provide include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle) analysis; logistics information process design; supply chain and logistics management. Due to the scope of our operations, together with the extent of our experience and resources, we believe that we are uniquely positioned to coordinate the entire supply chain for our customers.
Automotive Services

Through Autotransportación y Distribución Logística (“ATL”), a wholly-owned subsidiary of Grupo TMM, we provide specialized logistics support for the automotive industry within Mexico. Services include the arrangement and coordination of the movement of motor vehicle parts or sub-assemblies from supplier facilities to assembly plants, warehousing, inspection and yard management. Our logistics services can be provided as end-to-end integrated logistics programs (bundled) or discrete services (unbundled) depending on customer needs.

At the end of 2024, ATL won a three-year tender to supervise operations in the finished unit yards and at the ports where the automaker ships and/or receives its cars. These services are provided in the towns of Puebla and in the ports of Lázaro Cárdenas, Veracruz, and Tuxpan, supervising logistics movements 24/7 and the different suppliers of the logistics chain.

Container Maintenance and Repair

Through TMM Logistics, we offer maintenance and repair services for maritime containers in Aguascalientes. These services involve keeping refrigerated components and other parts of a container in safe condition for use, including mechanical repair, welding and repainting of such containers.

Warehousing Operations

We offer warehousing and bonded warehousing facility management services through our subsidiary, ADEMSA. ADEMSA currently operates 71,637 square meters of warehousing space throughout Mexico, including 36,610 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit. This segment accounted for 8.3%, 12.3% and 12.7% of consolidated revenues in 2024, 2023 and 2022, respectively.

Grupo TMM’s Strategic Partners

We currently do not have strategic partners.
Sales and Marketing

Much of the success of our business depends on our marketing network. Our marketing network includes affiliated offices, agencies at Mexican ports and a sales force based throughout Mexico to sell our logistics, warehousing, ports and specialized maritime services. Our marketing and sales efforts are designed to grow and expand our current customer base by initiating long-term contracts. We have devised, implemented and will continue to implement several customer service initiatives in connection with our marketing efforts, which include the designation of customer sales territories and assignment of customer service teams to particular customers.

39
Since we commenced operations, we have been actively seeking to obtain new customer contracts with the expectation of entering into long-term contracts with such new clients or with existing customers. Although written customer contracts are not customary in Mexico, we have succeeded in negotiating written contracts with a number of our major customers.

Systems and Technology

At Grupo TMM, we continuously work to update and improve our technology systems and processes, with the goal of making our operations more efficient. Our platforms and applications are regularly updated following industry best practices and applying an agile methodology that ensures an efficient, cost-effective implementation process and rapid adoption.

In terms of cybersecurity, we have implemented advanced devices and applications to strengthen the accuracy and security of our systems and information. Likewise, in the cloud and data network level, we constantly monitor the environments where our operational platforms are hosted. We supervise their performance, data traffic and the stability of our communications networks, with the goal of ensuring the continuity of our business operations.

When implementing the technology platforms that support the operations across our business units, we work hand in hand with specialized teams of IT consultants and globally recognized companies such as Microsoft and SAP. In collaboration with these companies and following international IT best practices, we have developed a technology strategy aligned with the organization’s current needs and designed to quickly adapt to the contiously changing technological environment.

We recognize that IT solutions must remain flexible and able to adapt to changes in the financial conditions of the Company. Therefore, we maintain a close relationship and coordination between the Grupo TMM’s Systems and Finance departments, with the goal of always identifying and implementing the most cost-effective solution.

Competition

Maritime Operations

The Company’s primary competitors in the offshore vessel business are Tidewater de Mexico, S. de R. L. de C.V., Naviera Bourbon Tamaulipas, S.A. de C.V., Mantenimiento Express Marítimo, S.R.L., Naviera Integral, S.A. de C.V., Blue Marine Technology Group, Harvey Gulf, Marinsa S.A. de C.V., Técnicas Marítimas Avanzadas S.A. de C.V. (“TMA”) and Hornbeck Offshore Services de Mexico S. de RL de CV.

The Company’s primary competitor in the parcel tanker business is Stolt-Nielsen Transportation Group Ltd. Some other competitors in this business include Team Tankers, Ace Tankers, Eitzen and Caribe Tankers, Inc. and Nordic Tankers.

The Company’s primary competitors in the product tanker business are Scorpio Tankers, Maersk Tankers, Ultratank and PEMEX Refinación.

In the shipping agency business, the Company’s main competitors are Representaciones Marítimas, Meritus, Aconsur, SSA, COMATUR and TRANSPAC.

The Company believes the most important competitive factors concerning the Maritime Operations segment are pricing, the flying of the Mexican flag and the availability of equipment to fit customer requirements, including the ability to provide and maintain logistical support given the complexity of a project and the cost of transferring equipment from one market to another. The Company believes it can capitalize on opportunities as they develop for purchasing, mobilizing, or upgrading vessels to meet changing market conditions.

40
Maritime Infrastructure Operations

The principal competitors of our shipyard business are Talleres Navales del Golfo, Astilleros Mexicanos JP, Astilleros de Marina Tampico, Astilleros de Marina Coatzacoalcos, CERENAV of PEMEX, currently operated by SEMAR, and Reparaciones Navales Zavala.

The Company believes that the most important competitive factors in the Marine Infrastructure segment are quality, repair times, geographic location, as well as customer service.

Ports, Terminals and Logistics Operations

The Company’s key competitors in its ports business are CICE, Hutchinson Ports, SSA Mexico and Amports.

The Company believes the most important competitive factors concerning the Ports and Terminals Operations segment are location, customer service, experience and operating capabilities.

In the logistics business, the Company faces competition primarily from Car Logistics S.A. de C.V., Axis Logistics S.A. de C.V., Wallenius, SEGLO, Ceva Logistics, Syncreon, Keuhne-Nagel, SeSe, Amport, DHL, CPV and CSI.

In its maintenance and repair business, the Company faces competition primarily from Container Care International Inc., CIMA and Grupo SLTC.

The Company believes the most important competitive factors in the Logistics Operations segment are price, customer service, brand name, experience, operating capabilities and state-of-the-art information technology.

Warehousing Operations

Our warehousing business’ main competitors are Almacenadora Mercader, Afirme Almacenadora, Almacenadora Sur and, ACCEL.

The Company believes the most important competitive factors in the Warehousing Operations segment are value-added services, competitive rates, nationwide coverage, customer service, brand name, experience, operating capabilities and state-of-the-art information technology.

Regulatory Framework

Certain countries have laws which restrict the carriage of cargos depending upon the nationality of a vessel or its crew or the origin or destination of the vessel, as well as other considerations relating to particular national interests. In accordance with Mexico’s Navigation Law ( Ley de Navegación y Comercio Marítimos ), cabotage (intra-Mexican movement) is reserved for ships flying the Mexican flag. We believe we are currently in material compliance with all restrictions imposed by the jurisdictions in which we operate. However, we cannot predict the cost of compliance if our business is expanded into other jurisdictions which have enacted similar regulations.

We are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of materials into the environment. See “- Environmental Regulation” and “- Insurance.”

Our port operations are subject to the Ley de Puertos. Port operations require a concession title granted by the Mexican government to special companies incorporated under the Ley de Puertos , which companies may partially assign their concession title to third parties for the use and exploitation of assets owned by the Mexican government in the different port facilities (subject to the Ley de Puertos and the terms and conditions of the concession title). Various port services require a special permit granted by the Ministry of Communications and Transportation of Mexico. Concession titles may be revoked under certain circumstances in accordance with applicable law and the terms of the concession title. Partial assignments of concession titles may be rescinded under certain circumstances established in the corresponding assignment agreements. Foreign investment in special companies incorporated under the Ley de Puertos may not exceed 49%, except through vehicles or securities deemed by applicable Mexican law as “neutral investments.”

41
Mexican Navigation Law

The Mexican Navigation Law ( Ley de Navegación y Comercio Marítimos ) was enacted in 2006, with its most recent amendments effective as of January 23, 2014. This law: (i) strengthens the reservation of cabotage services for Mexican individuals dedicated to shipping or Mexican shipping companies; (ii) establishes mechanisms and procedures for the resolution of maritime controversies or disputes and (iii) in general terms, is protective of the Mexican shipping industry. Nevertheless, there can be no assurance that the percentage of Mexican-flagged vessels operating in Mexico will continue to increase in the future.

The law gives precedence to international treaties ratified by Mexico to foster uniformity in the type of regime applicable to specific circumstances such as the Hague Visby Rules, CLC/FUND Conventions, 1976 Limitation Convention, Salvage Convention, COLREGS, and MARPOL. (All vessels navigating Mexican waters must enter into protection and indemnity insurance agreements.)

Listed below are some of the salient points of the legislation:


•
customary provisions enabling authorities to carry out inspections of vessels and investigations of incidents;


•
regulations concerning registration of vessels and waivers allowing Mexican companies to operate foreign flag vessels in otherwise reserved domains;


•
foreign vessels are obliged to designate a shipping agent in order to call at Mexican ports;


•
Mexican flag vessels are required to operate with Mexican crews only and cabotage is in principle reserved for Mexican vessels;


•
when a foreign vessel is abandoned by the owners with cargo on board, provisions of the legislation coordinate repatriation and temporary maintenance of the crew which the law deems ultimately to be the joint and several liability of the owner and agent;


•
the carriage of passengers, cargo and towage in ports and pilotage are also regulated;


•
captains are responsible for damage and loss caused to vessels or ports due to negligence, lack of proper qualification, carelessness or bad faith, but are not responsible for damages caused by an act of God or force majeure;


•
companies providing towage services must carry insurance to cover their liabilities to the satisfaction of the authorities;


•
pollution is regulated by international treaties; however this only covers CLC-type liabilities. Pollution in respect of other substances is dealt with under local legislation which has no limitation. This is irrespective of any criminal proceedings or sanctions against the party responsible for the incident; and


•
maritime privileges are also considered within the law.

The law establishes time limits for commencement of proceedings with respect to 7 specific types of contracts as follows:


•
bareboat charter;


•
time charter;


•
voyage charter;

42

•
carriage of goods;


•
passengers;


•
salvage; and


•
towage.

Regulations of the Mexican Navigation Law

On March 4, 2015, the Regulations of the Mexican Navigation Law (“ Reglamento de la Ley de Navegación y Comercio Marítimos” ) were published in Mexico’s Official Gazette and became effective 30 days thereafter. Enactment of the regulations represented a significant event in the merchant maritime sector and were aimed at enhancing legal certainty and promoting trade. In particular, the regulations reduced administrative complexity by consolidating several existing laws or regulations into a single set of regulations.

The regulations develop various substantive aspects of the Mexican Navigation Law, including:


•
general provisions (definitions, guarantees, and maritime insurance);


•
extraordinary specialization of vessels, registration, national maritime registry, maritime agents and nautical education;


•
temporary navigation permits and permits for permanent stay, maneuver, nautical tourism and pollution prevention; and


•
revisions to conform hydrocarbons terminology to the new Hydrocarbons Law.

Following the adoption of the regulations, several topics covered by the Mexican Navigation Law are addressed in a single document, including merchant marine education, maritime insurance, vessel inspection, maritime public registry, flag and registration of vessels and naval crafts, and marine prevention.

Mexican Energy Reforms

On October 31, 2024, the “Decree amending the fifth paragraph of Article 25, the sixth and seventh paragraphs of Article 27, and the fourth paragraph of Article 28 of the Political Constitution of the United Mexican States, regarding strategic areas and companies" was published in the Official Gazette of the Federation (DOF). Therefore, as of November 1, 2024, the oil company changed its legal nature from a State Productive Company to a State Public Company.

The decree established a period of 180 calendar days, starting November 1, 2024, for the Congress of the Union to make the necessary adjustments to the secondary laws governing energy matters.

In accordance with the above, on March 18, 2025, the decree was published in the Official Gazette of the DOF, which issued, among others: the Law of the State-owned Company, Petróleos Mexicanos; the Hydrocarbons Sector Law and various provisions of the Law of the Mexican Petroleum Fund for Stabilization and Development were amended, as well as the decree by which various provisions of the Hydrocarbon Revenue Law were amended, added, and repealed. These provisions entered into force the day after their publication, that is, on March 19 of this year.

43
Among the relevant aspects of these laws, the following are noted:

Law of the State Public Enterprise, Petróleos Mexicanos (LEPEPM)

Pemex is a parastatal entity of the Federal Public Administration, subordinate to the Ministry of Energy (SENER), governed by the principles of transparency, honesty, efficiency, equity, sustainability, accountability, and social responsibility to preserve the nation's sovereignty, security, self-sufficiency, and energy justice.

Upon the entry into force of the LEPEPM (Spanish Industrial Property Law), its subsidiary productive companies Pemex Exploration and Production, Pemex Industrial Transformation, and Pemex Logistics were dissolved by operation of law, and Pemex assumed all the rights and obligations of the dissolved subsidiaries.

The LEPEPM considers the vertical integration of Pemex's structures and purpose, ending strict legal separation to make it a more efficient company.

It maintains its special regime regarding subsidiary companies, remuneration, acquisitions, leases, services and works, assets, administrative responsibilities, budget, and debt, incorporating sustainability, austerity, and accounting.

Pemex is not subject to the General Government Accounting Law, so it will continue to apply international financial reporting standards.
Under this new legal framework, Pemex is responsible for developing strategic hydrocarbon exploration and extraction activities, as well as other activities in the value chain (import, export, hydrocarbon processing, storage, marketing, formulation, transportation, distribution, and sale of hydrocarbons and their derivatives), as well as those related to the research, development, and implementation of energy sources other than those derived from hydrocarbons; these activities do not constitute monopolies.

The entry into force of the LEPEPM does not affect the payment obligations incurred or the guarantees granted by Pemex or by its defunct subsidiaries in Mexico and abroad, of which Pemex is the beneficiary.

Regarding Corporate Governance, LEPEPM is considering a new composition of the Board of Directors, reducing it to eight directors, including three Independent Directors, appointed by the Federal Executive and ratified by the Senate.

The Board of Directors has the following supporting committees: Audit; Human Resources, Compensation and Austerity; Strategy and Investments; Acquisitions, Leasing, Services and Works; Subsidiary Companies; and Sustainability.

Pemex and its subsidiaries may enter into contracts with private parties or joint ventures, including arrangements that allow them to associate and share costs, expenses, investments, risks and other aspects of their activities 1 .

Restructuring of regulatory bodies: CRE and CNH

Disappearance of the CRE and CNH: The functions of the Energy Regulatory Commission (CRE) and the National Hydrocarbons Commission (CNH) will be reincorporated into SENER, eliminating these autonomous bodies and allowing for the creation of the National Energy Commission (CNE), where the CNE will be established as a decentralized administrative body of SENER, responsible for supervising energy rates, generation and distribution permits, and national energy policy.

These changes reflect the current government's strategy to strengthen state control in the energy sector, prioritizing public companies and limiting private participation to regulated and controlled schemes.

The Ministry of Energy (SENER) now has the authority to award hydrocarbon exploration and extraction contracts, giving preference to PEMEX. In mixed-use developments, PEMEX must maintain at least a 40% stake and cannot transfer rights to third parties. If PEMEX is not interested in an area, SENER may award contracts to private parties under the Hydrocarbon Exploration and Extraction Contracts (CEE), following specific Treasury guidelines. With these changes, the current government ends the oil rounds: No more oil areas will be handed over to private sector participation. Although they will be able to participate in PEMEX projects, the contracts will be reviewed to ensure greater benefits for the country.

1 https://www.pemex.com/saladeprensa/boletines_nacionales/Paginas/2025_13-nacional.aspx

44
We continue to analyze the scope and implications of the Mexican Energy Reforms and the recent Amendment on our business. We cannot predict the full impact that these changes will have on our business, financial condition and results of operations once they are fully implemented. Despite the uncertainties introduced by the recent Amendment, we believe that the reforms have the potential to significantly increase Mexican oil and gas production in the coming years. Although there is no guarantee that such an effect will materialize, we believe that an increase in Mexican oil and gas production would likely have a positive impact on our business, financial condition and results of operations.

Mexican Tax Reforms

Effective January 1, 2025, the general minimum wage and the Northern Border Free Zone minimum wage increased by 12 percent, from 248.93 pesos to 278.80 pesos and from 374.89 pesos to 419.88 pesos per day, respectively, as approved by the Mexican Government. This increase also impacts the employer-employee contributions and vacation premiums for employees. Although this has been financially planned for, the increase in the minimum wage may influence the pricing of services or impact the company’s profit margins and earnings.

In Mexico, the 2020 tax reform introduced changes to Article 26 of the Federal Fiscal Code, expanding the circumstances under which joint liability is triggered. The reform included partners and shareholders of legal entities as jointly liable parties. This makes the company jointly liable as a third party, assuming joint responsibility with its subsidiaries regarding tax payments if the subsidiaries fail to meet their tax obligations.

Due to the lack of a structured fiscal reform for 2023 and 2024, the tax authority has consistently relied on so-called “deep surveillance,” which has several shortcomings. The Federal Revenue Law (LIF) and the Federal Expenditure Budget (PEF) do not properly qualify as tax reforms. Consequently, the authorities seeks to presume income and verify the calculation of taxes as part of the Federal Government’s verification powers. Although the Company complies with its tax information, the possibility of additional tax payments and ancillary contributions based on criteria from the Tax Administration Service (SAT) during such deep surveillance cannot be ruled out.

In addition, changes have been made to the tax rules. An application for authorization to sell shares at tax expense must now be submitted. This includes a notice requiring the filing of notarized meeting minutes for the subscription and payment of capital once the shares have been sold at tax expense. Several rules have been amended, eliminating procedure form 127/ISR regarding the notice that must be filed of the notarized meeting minutes for the subscription and payment of capital once the shares have been sold at tax expense. Procedure form 78/ISR for the application for authorization to sell shares at tax expense remains in effect. The notice requiring the filing of the meeting minutes has been added to the eliminated procedure form.
Incentives have also been incorporated into the Federal Revenue Law that establish rules in correlation with the Thirty-fourth Transitory Article of the aforementioned law, to regulate matters relating to the forgiveness of fines, surcharges and execution expenses corresponding to the fiscal year 2023 or prior years for up to 100%, provided that said values do not exceed MXN 35 million, establishing that said incentive is not applicable to legal entities that are not ISR taxpayers.

Environmental Regulation

Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment, as well as technical environmental requirements issued by the SEMARNAT. Under the General Law of Ecologic Equilibrium and Protection of the Environment ( Ley General de Equilibrio Ecológico y Protección al Ambiente ) and the General Law for Integral Prevention and Handling of Residues ( Ley General de Prevención y Gestión Integral del Residuos ), the SEMARNAT and other authorized ministries have promulgated standards, for, among other things, water discharge, water supply, emissions, noise pollution, hazardous substances, transportation and solid waste generation. The terms of the port concessions also impose on us certain environmental law compliance obligations. See “- Insurance.” In March 2025, the new Internal Regulations of the Ministry of Environment and Natural Resources (SEMARNAT) were published in the Official Gazette of the Federation (DOF), redefining and strengthening the organization and operation of the agency, as well as the structure, powers, and responsibilities of its administrative units and decentralized administrative bodies. 2

2 https://www.gob.mx/semarnat/prensa/semarnat-se-reestructura-para-hacer-frente-a-los-retos-de-sostenibilidad-con-una-vision-humanista?idiom=es

45
Under OPA, responsible parties, including owners and operators of ships, are subject to various requirements and could be exposed to substantial liability, and in some cases, unlimited liability for removal costs and damages, including natural resource damages and a variety of other public and private damages, resulting from the discharge of oil, petroleum or related substances into United States waters by their vessels. In some jurisdictions, claims for removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability, creates the potential for similar claims being brought under state law. In addition, several international conventions that impose similar liability for the discharge of pollutants have been adopted by other countries. If a spill were to occur in the course of the operation of one of our vessels carrying petroleum products, and such spill affected the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or unlimited liability.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States, including discharges incidental to the normal operation of commercial vessels, such as ballast water. The Clean Water Act and comparable state laws, provide for civil, criminal and administrative penalties for unauthorized discharges of wastes or pollutants, including harmful organisms that can travel in ballast water. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive relief.

In addition, our seagoing transport of petroleum and petroleum products subjects us to additional regulations and exposes us to liability specific to this activity. Laws and international conventions adopted by several countries in the wake of the “Exxon Valdez” accident, most notably OPA (discussed above), could result in substantial or even unlimited liability for us in the event of a spill. Moreover, these laws subject tanker owners to additional regulatory and insurance requirements. We believe that we are in compliance with all material requirements of these regulations.

We could have liability with respect to contamination at our former U.S. facilities or third-party facilities in the United States where we have sent hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) and comparable state laws (known as state Superfund laws). CERCLA and the state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to releases into the environment of certain substances. These persons, commonly called “potentially responsible parties” or “PRPs” include the current and certain prior owners or operators of a facility and persons that arranged for the disposal or treatment of certain substances at a facility where a release has or could occur. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions or toxic tort litigation against PRPs under CERCLA, state Superfund laws or state common law.

Noncompliance with applicable environmental laws and regulations may result in the imposition of considerable administrative or civil fines, temporary or permanent shutdown of operations or other injunctive relief, or criminal prosecution. We currently believe that all of our facilities and operations are in substantial compliance with applicable environmental regulations. There are currently no material legal or administrative proceedings pending against us with respect to any environmental matters, and we do not believe that continued compliance with environmental laws will have a material adverse effect on our financial condition or results of operations.

We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on the operations of companies that are engaged in the type of business in which we are engaged, or specifically, on our results of operations, cash flows, capital expenditure requirements or financial condition.

46
Insurance

Our business is affected by a number of risks, including mechanical failure of vessels and other transportation equipment, collisions, property loss of vessels and other transportation equipment, piracy, cargo loss or damage, as well as business interruption due to political circumstances in Mexico and in foreign countries, hostilities and labor strikes. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade.


We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets, including, but not limited to, harbor and seagoing vessels, port facilities, port equipment, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss. Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We believe that our current insurance coverage is adequate to protect against the accident-related risks involved in the conduct of our business and that we maintain a level of coverage that is consistent with industry practice. However, we cannot assure you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future. OPA 90, by imposing potentially unlimited liability upon owners, operators and bareboat charters for certain oil pollution accidents in the United States, made liability insurance more expensive for ship-owners and operators.

C.  Organizational Structure

We hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2025, include:

Name
Country of
Incorporation
Ownership
Interest
Voting
Interest
Autotransportación y Distribución Logística, S.A. de C.V. (Logistics)
Mexico
100
%
100
%
TMM Logistics, S.A. de C.V. (Logistics)
Mexico
100
%
100
%
Transportación Marítima Mexicana, S.A. de C.V. (Parcel tankers, offshore vessels and tankers)
Mexico
100
%
100
%
Prestadora de Servicios MTR, S.A. de C.V. (Ports)
Mexico
100
%
100
%
Bimonte, S.A. de C.V. (Ports)
Mexico
100
%
100
%
Services and Solutions Optimus, S. de R.L. de C.V. (Ports)
Mexico
100
%
100
%
Administradora Marítima TMM, S.A.P.I. de C.V. (Shipping agencies)
Mexico
100
%
100
%
Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)
Mexico
100
%
100
%
Saricogui Logística, S.A.P.I. de C.V. (Warehousing)
Mexico
100
%
100
%
Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)
Mexico
100
%
100
%
Operadora Portuaria de Tuxpan, S.A. de C.V. (Ports)
Mexico
100
%
100
%

D.  Property, Plants and Equipment

Our business activities in the logistics and transportation fields are conducted with both owned and leased equipment, and, in certain instances, through concessions granted to us by the Mexican government. We were granted the right to operate certain facilities, including certain warehouses, cruise ship terminals and ports, as part of franchises awarded through the Mexican government’s privatization activity. We operate facilities, either through leases or with direct ownership interests in Aguascalientes, Cancun, Ciudad del Carmen, Ciudad Juarez, Ciudad de Mexico, Coatzacoalcos, Dos Bocas, Guadalajara, Veracruz, Monterrey, Tampico, Tijuana, Toluca and Tuxpan. See Item 4. “Information on the Company - Business Overview,” and Note 9 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

47
API Acapulco’s concession to provide port and terminal services at the port of Acapulco expired effective as of June 30, 2021 following the Mexican government’s decision not to renew it and to transfer control of port operations to SEMAR.

Property and Equipment are summarized below:

Years Ended December 31,
2024
2023
Estimated Total
Useful Lives
(Years)
(in thousands of Pesos)
Shipyard
$
54
$
84
40
Drydocks (major vessel repairs / mud vessels refurbished in 2021)
14,246
42,845
2.5 and 3
Buildings and installations
172,305
101,033
20 and 25
Warehousing equipment
747
32
10
Computer equipment
292
151
3 and 4
Terminal equipment
16,324
18,863
10
Ground transportation equipment
3,273
4,330
4, 5 and 10
Other equipment
13,571
8,714
$
$220,812
$
176,052
Land
1,368,143
1,419,674
Construction in progress
682,344
230,406
Total Property, Vessels and Equipment-net
$
$2,271,299
$
1,826,132

On March 31, 2014, the Company, through its subsidiary IDN, entered into a sale and leaseback agreement with UNIFIN Financiera, SAPI de CV, SOFOM ENR (UNIFIN), under which IDN sold to UNIFIN the floating dock "ARD-10", the floating dock "ABDF 2", and the tugboat "Catherine M" for approximately $55.6 million. At the same time, IDN and UNIFIN entered into a 4-year pure lease agreement for the three assets in order to maintain their operating and revenue-generating capacity. In 2018, the Company repurchased the floating drydock “ARD-10” and the towing vessel “Catherine M” from UNIFIN, and IDN extended the operating lease of the floating drydock “ABDF 2” by an initial term of two years. In April 2020, IDN and UNIFIN entered into an additional two-year extension of the “ABDF 2” operating lease, expiring on June 2024, which was repurchased from UNIFIN on the same date, fully concluding the contract.

The Company applies the revaluation model for its assets in accordance with IAS 16 “Property, Plant and Equipment”. The revalued amounts for the majority of its land and properties are determined at market values calculated by professional appraisers. As a result, in December 2023, the Company did not recognize any revaluation effect as it did not consider it necessary to perform a new appraisal of its properties. In 2024, and in accordance with the standards, properties appraisals were carried out, recognizing a revaluation gain of 23 million pesos. See Notes 4.9 and 24 of the Audited Consolidated Financial Statements contained elsewhere herein.

In June 2019, we entered into a financing agreement with PNC Bank, N.A., guaranteed by EXIM Bank, to acquire an RTG crane to replace the crane used in our automotive sector operations at Aguascalientes. Pursuant to the agreement, the Company received loan proceeds in the amount of US$860,000 (approximately 85% of the purchase price of the crane), at a fixed rate of 4.40% per annum, with semi-annual payments of principal and interest, and maturing in July 2024, with the financing liquidated on the same date.

During the third quarter of 2021, we refurbished three mud vessels (“Redfish 4,” “Beluga 2” and “Go Canopus”) prior to commencement of their operations under a charter contract with PEMEX, effective April 2024.

Additionally, there is a real estate property pledged as collateral for a bank loan with Bancomext. It is worth noting that certain real estate properties previously held as collateral with Banco del Bajío, Banco Autofin, and PNC BANK NA have already been released, as the first loan was settled in 2023 and the remaining two in 2024.

48
In August of 2022, the companies TMM Logistics, S.A. de C.V., Inmobiliaria TMM, S.A. de C.V. and Almacenadora de Depósito Moderno, S.A. de C.V. disposed of five properties to liquidate certain liabilities valued at $118.7 million.

In 2022, the Company sold the supply vessel “Isla Colorado” to Buzca Soluciones de Ingeniería, S.A.

In 2023, two supply vessels were converted to mud vessels, which began operations during the first quarter of 2024. The vessels were acquired in January 2025 through financing granted by Inbursa for $40.5 million dollars, maturing in 2031 at an annual rate of SOFR + 5%, with semi-annual payments of principal and interest. This transaction involves the maritime mortgage guarantee of both vessels. Additionally, in February 2024, a financing agreement was signed with Eximbank (Atrafin LLC dba America Trade & Financie Company) for $2.3 million at an annual rate of 6.89% with semi-annual payments of principal and interest, maturing in March 2029.

In 2024, a new floating dock was acquired through financing provided by Bancomext for $16.8 million, equivalent to approximately 85% of its value at a rate of SOFR + 2.35% with quarterly payments of principal and interest and maturity in 2034. This transaction involves a mortgage security on a real estate property, as well as the maritime mortgage security of the acquired dock itself.

It is worth mentioning that both the investments in the mud vessels as well as the new floating dock, once completed in 2025, will be shown under the headings of Ships and Shipyard respectively, leaving only the studies related to the hydrocarbon terminal project in Tuxpan under construction in progress.

ITEM 4A.
UNRESOLVED STAFF COMMENTS

None.

ITEM 5
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Executive Overview

We generate our revenues and cash flows by providing our customers with value-added multimodal transportation and logistics services, such as warehousing, storage management, ports and terminals operations, cargo handling and logistics support. Our commercial and strategic alliances allow us to market a full range of services in the context of a total supply chain distribution process. Through such alliances, we have been able to benefit not only from synergies, but also from the operational expertise of our alliance partners, enhancing our own competitiveness.

Our operating results are generally affected by a variety of factors, including macroeconomic conditions, fluctuations in exchange rates, operating performance of our business units, changes in applicable regulations and fluctuations in oil prices. The effect of changes in these factors impacts our revenues and operating results.

Over the last few years, we have made and continue to make significant changes to our business, including:


•
COVID-19 crisis actions : In response to the recent financial instability resulting from the COVID-19 pandemic, we have taken a number of actions to strengthen our business, ensure the integrity of our financial reporting and audit processes, and protect the health and safety of our employees and the communities in which we operate. See Item 4. “Information on the Company - Recent Developments - COVID-19 Pandemic” and “Information on the Company - Business Strategy.”


•
Changes in management : The Company has made various changes to its senior management team. Effective September 1, 2020, Mrs. Vanessa Serrano Cuevas assumed the role of Chief Executive Officer. In 2021, Mr. Axel Xavier Vera de Castillo assumed the role of Chief Information Officer. As of 2022, Luis Manuel Ocejo Rodríguez, Christian Venus Vázquez Coria, Gerardo Meza Vázquez, Alejandro Romero Rodríguez and Víctor Velázquez Romo, assumed the positions of Deputy General Director, Legal Director, Internal Audit Manager, Director of Maritime Operations and Director of Maritime Infrastructure, respectively. In September 2023, Verónica Tego Sánchez assumed the role of Chief Financial Officer. In September 2024, Francisco Javier Estrada Serafin joined the Company as Director of Operations Logistics, and in April 2025, Mauricio Padruno González joined the Company as Commercial Director.

49

•
Updating our digital technology platforms : We continue to strengthen our technology and information systems capabilities through a consistent strategy of process digitization and the implementation of new platforms. Through comprehensive cloud-based solutions, we have developed general-purpose corporate systems, as well as specific systems that meet the particular needs of each business unit. We have also optimized our telecommunications infrastructure, including internet connection speeds in all locations where any of the Group TMM companies operate. The efforts of our Information Technology team have been instrumental in carrying out this transformation gradually and orderly, ensuring operational continuity. Their close collaboration with our business partners has allowed our applications to remain optimally functioning, stable, and secure. As a result, our companies are now integrated into a digital information platform that allows them to operate efficiently, flexibly, and prepared to adapt to changes that may be required by both the business environment and our customers. Additionally, we maintain continuous improvement in our financial systems, in line with the updates to the technological operating models established by the Mexican government authorities. An example of this is compliance with the provisions of the Tax Administration Service (SAT), including the generation of digital tax receipts (CFDI), the Payment Complement, and, more recently, the incorporation of the Carta Porte (Bill of Lading). These updates have also been integrated into our internal processes to address operational changes in the business, allowing us to generate financial and operational reports in a timely, reliable, and efficient manner. See Item 4. “Information on the Company - Systems and Technology.”


•
Expanding our Maritime Operations : We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable segment. We remain focused on expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities. As part of this strategy, in August 2021, we entered into a long-term contract with PEMEX to operate three specialized vessels known as “mud vessels”, which we renewed for three additional years. In 2024, we began operating two additional mud vessels with PEMEX, and in January 2025, these vessels were acquired through financing provided by Inbursa. We added two tankers for the transportation of oil and gas products in Mexican and international waters. In addition, we have continued our efforts to diversify our customer base, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information on the Company - Business Strategy - Expansion and Improvement of our Maritime Operations.”


•
Maintaining efficient and profitable operations : As part of the business segment analysis, in December 2022, the Company concluded its steel transportation operations to South America. Further, at the end of 2023 and beginning of 2024, the Company closed certain Container Maintenance and Repair locations, with the Aguascalientes location remaining.


•
Development of Maritime Infrastructure operations : In order to strengthen this segment, in 2022, the Shipyard business became a Business Division. The shipyard, located in the port of Tampico, provides ship repair and dry dock services to more than 30 vessels per year. In 2024, a floating dock was purchased, replacing the ARD-10 dock as it had reached the end of its useful life. This has expanded our capabilities to serve deeper vessels, reaching a 94% market share. See ITEM 4 “Information on the Company - Business Strategies - Expansion of our Marine Operations”.


•
Reducing our corporate overhead : Over the last few years, we have significantly reduced our operating costs by reducing our corporate executive headcount through the identification and elimination of redundant functions and the transfer of certain employees to other business areas within the Company. We also relocated our corporate headquarters to a new location in Mexico City, reducing our lease expenses and other corporate overhead costs. We aim to optimize the size of our corporate staff as necessary to implement our business strategy.

50

•
Sale of certain subsidiaries : In recent years we have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating costs. We did not sell any of our subsidiary companies in 2021, 2022 and 2024. During fiscal year 2023, two companies were sold, TMM Almacenadora, S.A.P.I. of C.V. (including the AIFA concession) and Servicios Tecnológico ST, S.A. of C.V. to an unrelated party.

Operating Results

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to our Financial Statements and the notes thereto appearing elsewhere in this Annual Report. Our Financial Statements have been prepared in accordance with IFRS, which differ in certain respects from U.S. GAAP.

General

Set forth below is a summary of the results of operations:

For the years ended December 31
2024
2023
2022
(In millions of pesos)
Consolidated Transportation Revenues
Maritime operations
$
1,283.0
$
795.5
$
1,231.1
Maritime infrastructure operations
262.2
200.5
118.5
Port, terminal and logistics operations
61.9
73.1
161.0
Warehousing operations
146.4
149.5
172.5
Total
$
1,753.6
$
1,218.6
$
1,683.1
(Loss) Transportation Profit
Maritime operations
$
213.5
$
55.1
$
91.5
Maritime infrastructure operations
68.9
51.7
31.0
Port, terminal and logistics operations
(25.7
)
(35.8
)
5.7
Warehousing operations
(39.0
)
(36.3
)
(1.0
)
Shared corporate costs
(61.3
)
(63.8
)
(84.3
)
Total
$
156.4
$
(29.1
)
$
42.9

Fiscal Year ended December 31, 2024 Compared to Fiscal Year ended December 31, 2023

Revenues from operations for the year ended December 31, 2024 were $1,753.6 million, compared to $1,218.6 million for the year ended December 31, 2023.

Transportation Revenues
(In millions of pesos)
For the years ended December 31
2024
%
Revenues
2023
%
Revenues
A2024
vs.
A2023
% of
change
Maritime operations
$
1,283.0
73.2
%
$
795.5
65.3
%
61.3
%
Maritime infrastructure operations
262.2
15.0
%
200.5
16.5
%
30.8
%
Port, terminal and logistics operations
61.9
3.5
%
73.1
6.0
%
(15.3
)%
Warehousing operations
146.4
8.3
%
149.5
12.3
%
(2.1
)%
Total
$
1,753.6
100.0
%
$
1,218.6
100.0
%
43.9
%

Maritime Operations

Revenues from maritime operations increased 61.3% to $1,283.0 million in 2024, compared to $795.5 million in 2023, and represented 73.2% of our revenue. The increase in revenues is attributed to the increase in the Loderos business, due to the entry into operation of two new vessels, as well as the new fuel oil transportation contract.

51
Maritime Infrastructure Operations

Revenues from maritime infrastructure operations increased 30.8% to $262.2 million in 2024, compared to $200.5 million in 2023, and represented 15.0% of our revenue. The increase was primarily due to servicing a vessel undergoing major repairs.

Ports, Terminals and Logistics Operations

Revenues from ports, terminals and logistics operations decreased 15.3% to $61.0 million in 2024, compared to $73.1 million in 2023, and represented 3.5% of total revenues. The decrease was mainly due to the closure of certain container maintenance and repair locations, partially offset by increased activity in our automotive businesses.

Warehousing Operations

Revenues from warehousing operations decreased 2.1% to $146.4 million in 2024, compared to $149.5 million in 2023, and accounted for 8.3% of total revenues.

Income (Loss) on Transportation

Income (loss) on transportation reflects revenues on transportation less operating costs and expenses, without considering the effect of other income (expenses). Transportation results for the year ended December 31, 2024 increased 637.5% to $156.4 million from a loss of $29.1 million for the year ended December 31, 2023. This increase was primarily due to the increase in the operating fleet of the Loderos business as well as fuel oil transportation, higher profits from the maritime infrastructure business, lower costs resulting from the closure of certain locations in the container maintenance and repair business, and the optimization of corporate expenses.

The following table sets forth information concerning the Company’s operating (loss) income on transportation by business segment for the years ended December 31, 2024 and 2023, respectively.

Grupo TMM Operations
(Loss) income on Transportation
(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024 vs.
FY2023
% Change
Maritime Operations
$
213.5
$
55.1
287.5
%
Maritime Infrastructure Operations
68.9
51.7
33.3
%
Ports and Terminals Operations and Logistics
(25.7
)
(35.8
)
28.2
%
Warehousing Operations
(39.0
)
(36.3
)
(7.4
)%
Shared Corporate Costs
(61.3
)
(63.8
)
3.9
%
Total
$
156.4
$
(29.1
)
637.5
%

Maritime Operations

Transportation income from maritime operations for the year ended December 31, 2024, increased to $213.5, compared to $55.1 million for the year ended December 31, 2023. The variation is mainly due to the increase in operations of the Loderos business derived from two new contracts operating a total of 5 vessels as well as the contracting of longer-term fuel oil transportation services.

52
Maritime infrastructure operations

Transportation income from maritime infrastructure operations for the year ended December 31, 2024 increased to $68.9 million, compared to $51.7 million for the year ended December 31, 2023. The increase was primarily due to the recording of an extraordinary and complex repair.

Port, terminals and logistic operations

The Company reduced its loss from ports, terminals and logistics transportation for the year ended December 31, 2024 by 28.2%, reporting a loss of $25.7 million in 2024 compared to a loss of $35.8 million for 2023. The variation was mainly due to the closure of certain container maintenance and repair locations and its consequent decrease in associated costs.

Warehousing Operations

The transportation loss warehousing operations for the year ended December 31, 2024 increased to $39.0 million, compared to $36.6 million for the year ended December 31, 2023.

Net Financing Cost

(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024 vs.
FY2023
% Change
Interest Income
$
2.3
$
2.0
15.0
%
Interest on leases
16.1
28.8
(44.1
)%
Interest on financial debt
28.7
25.7
6.2
%
Other financial expenses
3.4
8.5
(43.5
)%
Interest Expense
$
48.2
$
63.0
(23.5
)%
(Loss) gain on exchange, net
(52.0
)
19.6
(365.3
)%
Net financing cost
$
97.9
$
41.4
136.5
%

Net financing cost recognized during the year ended December 31, 2024 was $97.9 million, compared to $41.4 million recognized during the year ended December 31, 2023. The net financing cost in 2024 included net foreign exchange loss of $52.0 million, and in 2023, included a net foreign exchange gain of $19.6 million. These are derived from the contracting of loans in Dollars, in addition to the depreciation of the Mexican Peso at the end of the year.

Other Income - Net

(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024
vs.
FY2023
% Change
Other income - net
$
56.3
$
65.8
(14.4
)%

Other income - net for the year ended December 31, 2024 was $56.3 million, which primarily included benefits of $37.4 million from the cancellation of provisions; $20.1 million from the recovery of taxes; $14.3 million from the cancellation of rights of use at Ademsa; and $10.0 million from the sale of fixed assets, which were partially offset by expenses for the impairment of inventories of $23.5 million. Other income - net for the year ended December 31, 2023 was $65.8 million, including $44.5 million of benefits due to the write-offs of provisions; $20.2 million due to the cancelation of rights of use in Ademsa, which were partially offset by tax recovery costs of $3.0 million.

53
Income Tax Expense

(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024
vs.
FY2023
% Change
Income tax expense
$
0.0
$
20.2
NA

For the year ended December 31, 2024, the Company had income taxes expenses of $8.7 million and a deferred tax benefit for the year of $8.7 million, resulting in income tax expense of $0.0 million, compared to income tax expense of $4.5 million and a deferred tax benefit for the year of $24.7 million, resulting in income tax expense of $29.6 million for the year ended December 31, 2023.

Non-controlling Interest
(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024
vs.
FY2023
% Change
Non-controlling interest
$
0.3
$
(4.7
)
106.5
%

Non-controlling interest was $0.3 million for the year ended December 31, 2024, compared to $(4.7) million for the year ended December 31, 2023. It is worth mentioning that the entire deferred tax reserve in API Acapulco for the closing of operations was recorded in 2023.

Net Income for the year attributable to stockholders of Grupo TMM

(in millions of Pesos)
Year Ended December 31,
2024
2023
FY2024
vs.
FY2023
% Change
Net Income for the year attributable to stockholders of Grupo TMM
$
114.5
$
20.2
94.3
%

For the year ended December 31, 2024, we recognized net income of $114.5 million, or $0.66 per share. For the year ended December 31, 2023, we recognized a net income of $20.2 million, or $0.17 per Share.

Fiscal Years ended December 31, 2023 and 2022

For a comparison of our operating results for the fiscal year ended December 31, 2023 to our operating results for the fiscal year ended December 31, 2022, see Item 5. “Operating and Financial Review and Prospects-Fiscal Year ended December 31, 2023 Compared to Fiscal Year ended December 31, 2022” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

Foreign Currency Risk

Historically, a majority of our revenues have been denominated in U.S. dollars. A large percentage of our debt is denominated in U.S. dollars, and approximately 50% of our costs and expenses are denominated in Pesos. As such, we are exposed to foreign currency risk and may occasionally use currency derivatives to manage alternating levels of exposure. These derivatives allow us to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar. The Company currently has no derivatives transactions.

54
Our income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar. Given that a large proportion of our revenues are denominated in U.S. dollars, we have sought to reduce our exposure to foreign currency risk by holding a portion of our debt in U.S. dollars. Currently, approximately 87% of our indebtedness is denominated in U.S. dollars, including liabilities associated with long-term operating leases.

We believe that our strategy of holding a portion of our debt as U.S. dollar-denominated debt will allow us to effectively manage our foreign currency risk without the use of currency derivatives or other hedging instruments. However, we have in the past, and may from time to time in the future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage our foreign currency risk. These derivatives should allow us to offset an increase in operating and/or administrative expenses resulting from foreign currency appreciation or depreciation against the U.S. dollar. See Item 11. “Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Risk.”

Liquidity and Capital Resources

Our business is capital intensive and requires ongoing expenditures for, among other things, improvements to ports and terminals, infrastructure and technology, capital expenditures for vessels and other equipment, leases and repair of equipment and maintenance of our vessels. Our principal sources of liquidity consist of cash flows from operations, existing cash balances, sales of assets and debt financing.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating assets through numerous direct and indirect subsidiaries. As a result, it relies on income from dividends and fees related to administrative services provided from its operating subsidiaries for its operating income, including the funds necessary to service its indebtedness.

In addition, the Company notes that its financial statements present its debt obligations and liabilities associated with our long-term operating leases on a consolidated basis. However, 83.9% of the Company’s debt as of December 2024 was held directly by its subsidiaries, each of which services its own debt out of its operating income. Management believes that these factors will enable the Company to remain current in its debt repayments notwithstanding the restrictions imposed by Mexican Law on the distribution of profits by subsidiaries described below.

As of December 31, 2024, the debt obligations as well as the liabilities associated with our long-term operating leases at each of the Company’s subsidiaries were as follows:

(in millions of pesos)
Grupo TMM, S.A.B.
$
115.3
Almacenadora de Depósito Moderno, S.A. de C.V.
52.2
Transportación Marìtima Mexicana, S.A.de C.V.
120.1
TMM Logistics, S.A. de C.V.
51.9
TMM Dirección Corporativa, S.A. de C.V.
28.5
Inmobiliaria Dos Naciones, S. de R. L. de C.V.
349.9
Total
$
717.9

Under Mexican law, dividends from our subsidiaries, including a pro rata share of the available proceeds of our joint ventures, may be distributed only when the shareholders of such companies have approved the corresponding financial information, and none of our subsidiaries or joint venture companies can distribute dividends to us until losses incurred by such subsidiary have been recouped. In addition, at least 5% of profits must be separated to create a reserve (fondo de reserva) until such reserve is equal to 20% of the aggregate value of such subsidiary’s capital stock (as calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

55
As of March 31, 2025, our total debt amounted to $1,502.0 million, of which $1,244.9 million is owed to various banks and financial institutions, $15.3 million is owed to non-institutional lenders, $159.5 million is owed to related parties, and $82.3 million is liabilities associated with our long-term operating leases (IFRS 16). Of this debt, $336.8 million is short-term debt, and $1,165.2 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt. Further, following the January 1, 2019 adoption of IFRS 16, liabilities associated with operating leases are presented as a part of debt unless the lease term is for 12 months or less or the underlying asset is of low value.

As of December 31, 2024, our total debt amounted to $717.9 million, of which $461.5 million is owed to various banks and financial institutions, $15.6 million is owed to non-institutional lenders, $158.2 million is owed to related parties, and $82.6 million is liabilities associated with our long-term operating leases, primarily the lease of warehouses for use in our warehousing operations. Of this debt, $283.0 million is short-term debt, and $434.9 million is long-term debt.

As of December 31, 2024 and March 31, 2025, we were in compliance with all of the restrictive covenants contained in our financing agreements.

Our total shareholders’ equity in 2024, including non-controlling interest in consolidated subsidiaries, was $2,108.4 million, resulting in a debt-to-equity ratio of 0.34.

As of March 31, 2025, we had net working capital (current assets less current liabilities) of $326.4 million. We had net working capital of $144.4 million, $(89.6) million and $61.3 million as of December 31, 2024, 2023 and 2022, respectively. The decrease in net working capital for 2023 and as of March 31, 2024 was primarily due to the decrease in cash due to the conversion of new mud vessels. The decrease in net working capital from December 31, 2022 to December 31, 2023 was mainly due to the reclassification of “non-current assets available for sale” of fixed assets. The decrease in net working capital from December 31, 2021 to December 31, 2022 was primarily due to the disposition of “non-current assets available for sale”. While we continue to seek ways to diversify our revenue, we believe that our financial resources, including cash expected to be generated by our subsidiaries, is sufficient to meet our current objectives. Liquidity and working capital needs. See “-Executive Overview: COVID 19 Crisis Actions” above.

Information on Cash Flows

Summary cash flow data for the years ended December 31, 2024, 2023 and 2022 is as follows:

Years Ended December 31,
2024
2023
2022
(in millions of Pesos)
Operating activities
$
240.6
$
89.1
$
212.8
Investing activities
(454.0
)
(119.3
)
(15.8
)
Financing activities
314.7
50.6
(134.0
)
Currency exchange effect on cash
7.4
(16.7
)
(7.9
)
Net (decrease) increase in cash and cash equivalents
108.7
3.7
55.1
Cash and cash equivalents at beginning of year
98.4
94.7
39.6
Cash and cash equivalents at end of year
$
207.1
$
98.4
$
94.7

For the year ended December 31, 2024, our consolidated cash position increased by approximately $108.7 million from the year ended December 31, 2023. This increase is primarily attributable to the operation of two new, higher-capacity mud vessels, as well as the new fuel oil transportation contract and the financing for the purchase of the floating dock.

For the year ended December 31, 2023, our consolidated cash position increased by approximately $3.7 million from the year ended December 31, 2022.

56
For the year ended December 31, 2022, the Company's consolidated cash position increased by approximately $55.1 million since the year ended December 31, 2021. This increase is mainly attributable to the operation of three mud vessels for the full year 2022 plus the incorporation of a fourth mud vessel starting in August 2022. In October 2022, restricted cash was released mainly corresponding to the flows from the guarantee trust by virtue of the purchase and sale of the shares of the company Terminal Marítima de Tuxpan, S.A. de C.V. for $1.9 million dollars (approximately $36.8 million pesos), leaving only in restricted cash a reserve necessary for our foreign trade activities through ADEMSA of $2.0 million pesos.

Our Cash Flows from Operating Activities

Net cash flows used in operating activities amounted to $240.6 million for the year ended December 31, 2024, compared to $89.1 million for the year ended December 31, 2023. The increase is primarily due to the operation of two new, higher-capacity mud vessels and the new fuel oil transportation contract.

Net cash flows generated from operating activities amounted to $89.1 million for the year ended December 31, 2023, compared to $212.8 million generated from operating activities for the year ended December 31, 2022. This variation is primarily due to the closure of locations within the Container Maintenance and Repair business, as well as lower revenues in the Warehousing business

Net cash flows obtained in operating activities amounted to $212.8 million in the year ended December 31, 2022 compared to $78.1 million used in the year ended December 31, 2021. The increase is primarily due to the continuation of operations for one year of three mud vessels that commenced in August 2021, and to the disposal of five properties to liquidate certain liabilities valued at $118.7 million.

The following table summarizes cash flows from operating activities for the periods indicated:

Years Ended December 31,
2024
2023
2022
(in millions of Pesos)
(Loss) income before provision for income taxes
$
114.8
$
(4.7
)
$
(28.7
)
Depreciation and amortization and other amortization
102.6
133.9
106.8
Loss (gain) on sale of fixed assets-net
(10.0
)
—
58.3
Sale of subsidiaries
23.5
—
—
Provision for interests on debt
44.7
54.4
55.9
Investment interests
(2.3
)
(2.0
)
(0.5
)
Loss (gain) from exchange differences
11.0
5.2
1.5
Total changes in operating assets and liabilities
(43.7
)
(97.7
)
19.5
Net cash provided by (used in) operating activities
$
240.6
$
89.1
$
212.8

Our Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was $454.0 million, which included $469.5 million for the purchase of the floating dock and the conversion of the two new mud vessels, partially offset by the proceeds of $13.2 million from asset sales.

Net cash used in investing activities for the year ended December 31, 2023 was $119.3 million, which included $131.3 million for investments in projects and operating equipment, partially offset by the proceeds of $10.0 million from the sale of TMM Almacenadora (AIFA).

Net cash used by investing activities for the year ended on December 31, 2022 was $15.8 million, which included $8.6 million for the sale of the Isla Colorada, which was partially offset by the use of $25.2 million for investments in projects and operating equipment.

See “- Capital Expenditures and Divestitures” below for further details of capital expenditures and divestitures relating to the years ended December 31, 2024, 2023 and 2022, respectively.

57
Our Cash Flows from Financing Activities

For the year ended December 31, 2024, cash provided by financing activities amounted to $314.7 million, primarily due to $386.7 million in borrowings for the purchase of a floating dock; $67.2 million in payments for the conversion of new mud vessels; and $4.8 million in interest payments.

For the year ended December 31, 2023, cash generated from financing activities increased to $50.6 million, which resulted primarily from $152.0 million in issuance of shares; $14.5 million of repayment of other borrowings and operating leases; repayment of $78.4 million of debt under existing loan facilities and operating leases and $8.4 million of interest payments.

For the year ended December 31, 2022, cash generated from financing activities amounted to $134.0 million, which resulted primarily from $27.7 million of repayment of other borrowings and operating leases, repayment of $97.8 million of debt under existing loan facilities and operating leases and $8.6 million of interest payments.

Business Plan

We are focused on strengthening and growing our maritime-related businesses, as well as developing our logistics businesses, through financial and commercial strategies, as well as maintaining efficient and cost-effective operations and strengthening our balance sheet, allowing us to better develop and implement our projects.


•
Strengthen our maritime-related businesses by adding more and different types of specialized vessels to our offshore operations services, as well as well as improving the use and commercial conditions of chemical tankers, contracting tankers to transport petroleum products and expanding our client base in maritime agency services.


•
Market expansion and acquisition of new clients in Maritime Infrastructure through the capitalization of the new floating dock that allows us to access 94% of the market and will serve vessels of up to 6,000 lifting tons, increasing the Company's income in the medium- to long-term. We plan to increase the installed capacity either through the addition of a new dock or new facilities that will allow us to receive a wide range of vessels such as cruise ships, thus achieving greater coverage and leadership in Mexico.


•
Maintaining efficient and profitable operations in Ports and Terminals, Logistics and Warehousing , which allows us to improve our conversion of Operating flow to free cash flow and recover our financial flexibility, focusing our efforts on excellence in the Aguascalientes region and expanding our client portfolio in the automotive sector, offering the services we have specialized in over the years.


•
Diversification and expansion of services through strategic alliances or partnerships and thus reposition our portfolio in order to improve our diversification and achieve greater profitable growth.


•
Business development with the assets strategically located in Tuxpan, Veracruz and the existing investment opportunities in the oil and gas storage sector, as well as general cargo, to develop liquid and multipurpose terminals, such as lubricants, fertilizers and grains, equipped with modern equipment for the handling and storage of high quality, fast and safe goods.


•
Disciplined and continuous control of expenses , as well as the optimization of staff size in accordance with the implementation of the plans described above, will collectively allow for financial strengthening and implementation of short- and medium-term projects. This will also strengthen relationships with various suppliers, which are essential for us to meet our customers’ expectations.


•
Sustainable TMM , a fundamental part of the Company's commitment is to seek energy efficiency that contributes to the environment. In the initial stage, our goal is to achieve self-sufficiency. in our various facilities with reasonable energy efficiency for at least 25 years, through the installation of solar panels and that this source of energy can be used to scale to other projects, such as the generation of surplus energy to produce Green Fuels.

58
Capital Expenditures and Divestitures

The following tables set forth our principal capital expenditures and divestitures during the last three years:

Our Principal Capital Expenditures for the Last Three Years

(in millions of Pesos)
Years ended December 31,
2024 (a)
2023 (b)
2022 (c)
Capital Expenditures by Segment:
Maritime Operations
$
70.5
$
124.1
$
0.1
Infrastructure Maritime Operations
396.1
6.6
8.0
Port, Terminals and Logistics Operations
2.1
0.5
0.1
Warehousing Operations
0.8
0.1
17.0
Corporate
—
—
—
Total
$
469.5
$
131.3
$
25.2


(a)
In 2024, capital expenditures included: (i) Maritime Operations: $70.5 million for the acquisition and upgrade of equipment and the conversion of two new mud vessels; and (ii) Maritime Infrastructure Operations: $396.1 million for the acquisition of a floating dock.

(b)
In 2023, capital expenditures included (i) Maritime Operations: $124.1 million in equipment acquisition and improvements and construction of new mud vessels; and (ii) Marine Infrastructure Operations: $6.6 million in equipment acquisition and improvements.

(c)
In 2022, capital expenditures included: (i) Marine Infrastructure Operations: $8.0 million in equipment acquisition and improvements; and (ii) Warehousing Operations: $17.0 million in equipment acquisition and improvements.

Principal Capital Divestitures for the Last Three Years

(in millions of Pesos)
Years Ended December 31,
2024 (a)
2023 (b)
2022 (c)
Capital Divestitures:
Sale of shares of subsidiaries
$
—
$
10.0
$
—
Other assets
13.2
—
8.9
Total
$
13.2
$
10.0
$
8.9

(a)
In 2024, TMM Logistics assets related to the Container Maintenance and Repair operation were sold.

(b)
In 2023, TMM Almacenadora S.A.P.I. de C.V. including the AIFA concession.

(c)
In 2022, includes the sale of the vessel Isla Colorada.

Capital Leases

From December 31, 2023 to March 31, 2025, the Company has not incurred any capital lease obligations. Going forward, in order to meet our short-term obligations as well as carry out our projects, we are considering the sale of certain assets which are already reclassified to current assets, coupled with our strategy to build alliances and strategic partnerships, and obtaining sources of financing to enable us to realize our projects.

59
Transportation Equipment and Other Operating Leases

We lease transportation and container-handling equipment, our corporate office building and other assets under agreements which are classified as operating leases. The terms of these lease agreements vary from 1 to 9 years and contain standard provisions for these types of operating agreements. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt. Further, following the January 1, 2019 adoption of IFRS 16, liabilities associated with operating leases are presented as a part of debt unless the lease term is for 12 months or less or the underlying asset is of low value.

Acquisition of Transportation Units

On November 26, 2018, we restructured the amortization schedule with Daimler Financial Services México, S. de R.L. de C.V., for $28.0 million at a fixed annual rate of 12.9%. Principal is payable in monthly payments plus accrued interest on the outstanding balance, and maturing in October 2021.

To strengthen our financial position in the face of the economic downturn precipitated by the COVID-19 pandemic, we negotiated and obtained two grace periods of 3 months each in the payment of principal from April to September 2020, extending the term of the credit facility to January 2022.

In October 2021, we extended the repayment terms to July 2024 retaining the same credit conditions. On August 2, 2022, a new agreement was signed with the finance company to extend the amortization period, for a total amount of $15.4 million at a fixed rate of 13.0%, with monthly principal and interest payments and maturity in December 2024. At December 31, 2024, the balance of this facility was $.320 million at a fixed annual rate of 13.0%, and said balance was full paid during the first quarter of 2025.

Purchase of an RTG Crane (Gantry Crane)

In June 2019, TMM Logistics entered into a financing agreement with PNC Bank, N.A., guaranteed by EXIM Bank (the U.S. Export-Import Bank), to acquire a single overhead RTG crane to replace the crane used in our operation for the automotive industry at Aguascalientes. This financing agreement was for US$860 thousand (approximately 85% of the purchase price of the equipment) at a 4.40% fixed rate, with semi-annual payments of principal and interest, and maturing in July 2024, with settlement of the financing on the same date.

New “Loderos” Ships

In February 2024, a financing agreement was signed with Eximbank (Atrafin LLC dba America Trade & Financie Company) for $2.3 million at an annual rate of 6.89% with semi-annual payments of principal and interest for working capital in the conversion of the mud boats.

And in January 2025 we entered into a financing agreement with Grupo Financiero Inbursa for $40.5 million at an annual rate of SOFR + 5%, with semi-annual payments of principal and interest, for the purchase of two specialized vessels called "Loderos " designed and converted by the technical team of the Maritime Operations Division.

New Floating Dock

In January 2025, a newly constructed floating dock was added to the Maritime Infrastructure Division's fleet. It was acquired through financing provided by Bancomext for $16.8 million, equivalent to approximately 85% of its value at a SOFR + 2.35% rate with quarterly principal and interest payments. The floating dock will allow us to service vessels of up to 6,000 lifting tons, accessing 94% of the market. The balance as of December 31 is $345.6 million.

60
Other Debt

In January 2011, to improve the amortization schedule of the Receivables Securitization Facility and its cancelation, we decided to secure two lines of credit through our subsidiary TMM with two private investors, each of the credits for US$3.0 million. The loan accrues interest at a fixed rate of 11.25%, with semi-annual interest and principal payments, a two-year grace period for principal payments, and maturing January 2016. As of December 31, 2016 the outstanding balance of both credits was US$6.0 million. In 2017 and 2018, we paid US$1.5 million and in 2019 we paid a further US$1.5 million, fully repaying one of the two lines of credit. During 2019, we extended the maturity date for the remaining US$3.0 million line of credit to July 2020 with monthly interest payments at a fixed rate of 11.25%, with semi-annual interest and principal payments. In July 2020, we extended the maturity date for the US $3.0 million line of credit to July 2021 with monthly interest payments at a fixed rate of 11.25%, and a balloon payment at maturity. During 2022, we extended the maturity date for the remaining US$3.0 million line of credit to December 2023 with the same terms; during 2024, the maturity date was extended to December 2026 with the other terms remaining the same.

In November 2011, acting through a subsidiary, we decided to enter into two loan facilities with INPIASA, S.A. de C.V. to strengthen the agricultural activities of ADEMSA. The first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing in August 2021, and the second for $4.2 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, which matured in October 2016, which was paid in due time and form. In 2022, we signed an amendment with INPIASA, extending the amortization period with maturity in December 2024. By December 31, 2023, the unpaid balance remained at $202 thousand pesos, which was settled in full on October 7, 2024.

In September 2014, we decided to enter into three loan facilities to strengthen the agricultural activities of ADEMSA, through its subsidiary TMM Logistics, S.A. de C.V. with Banco Autofin México. The first for $45.8 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021, the second for $34.6 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021, and the third for $25.5 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing September 2021. To strengthen our financial position in the face of the downturn caused by the COVID-19 pandemic, we negotiated and obtained a grace period of four months in the payment of principal from the months of May to August 2020, extending the term of each credit line four months. All lines of credit were paid off in 2022.

In December 2014, we decided to enter into two lines of credit in Mexican Peso for working capital, through its subsidiary TMM Logistics, S.A. de C.V. with Banco Autofin México. The first for $21.6 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of interest and principal payment at maturity in March 2022, and the second for $8.4 million at a variable rate of the 28-day TIIE plus 350 basis points, with monthly payments of interest and principal payment at maturity in March 2022. To strengthen our financial position in the face of the downturn caused by the COVID-19 pandemic, we negotiated and obtained a grace period of 4 months in the payment of principal from the months of May to August 2020, extending the term of each credit line 4 months. The $8.4 million credit facility was repaid in July 2022, and the $21.6 million credit facility in January 2023.

In November 2018, we decided to enter into another lines of credit in Mexican Peso for working capital, through its subsidiary TMM Logistics, S.A. de C.V. with Banco Autofin México, in the amount of $20.0 million at a variable rate of the 28-day TIIE plus 550 basis points, with monthly payments of interest and principal payment at maturity in November 2023. This credit line was paid off on January 27, 2023. To strengthen our financial position in the face of the downturn caused by the COVID-19 pandemic, we negotiated and obtained a grace period of four months in the payment of principal from the months of May to August 2020, extending the term of the credit line four months. Subsequently, due to the prolongation of the effects of the Covid-19 pandemic, an additional grace period of six months was obtained for the payment of principal, extending the maturity to September 26, 2024. As of December 31, 2023, the effective interest rate was 16.89% with an outstanding balance of $3.0 million. This credit line was paid off on March 26, 2024.

In March and October 2019, we entered into a loan facility with Hewlett-Packard Operations Mexico, S. de R.L. de C.V. with two lines of credit to improve our technological systems. The first for US$607.8 thousand at a fixed rate of 6.84%, with monthly payments of principal and interest, and maturing in March 2025, and the second for US$201.6 thousand at a fixed rate of 6.13%, with monthly payments of principal and interest, and maturing in October 2024. To better withstand the negative effects of the COVID-19 pandemic, we negotiated and obtained a grace period of 3 months in the payment of principal for the months of May to July 2020, extending the term of each credit line by 3 months. In March and December 2020, we arranged another three lines of credit with Hewlett-Packard Operations Mexico, S. de R.L. de C.V. to continue the improvement of our technological systems, the first for US$86.6 thousand at a fixed rate of 5.96%, with monthly payments of principal and interest, and maturing in March 2025, the second for US$96.9 dollars thousand at a fixed rate of 7.16%, with monthly payments of principal and interest, and maturing in April 2025, and the third for US$252.1 thousand dollars at a fixed rate of 4.58%, with monthly payments of principal and interest, and maturing in August 2025. In July 2022, we extended the repayment terms of all lines of credit by one year, increasing the rate by 0.25% for each line. On September 2023, we renegotiated the contracts on the same terms for each line of credit, increasing the rate by 0.25%, and extending maturity through March 31, 2027. As of December 31, 2024, the total outstanding balance was $15.7 million pesos.

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In July 2020, we entered into two unsecured lines of credit with private investors, each for $6.0 million at a fixed rate of 15.0% per annum, with principal and interest payments at maturity, originally scheduled to occur in October 2020. The Company extended the amortization term and renegotiated the repayment terms of both facilities, paying $1.0 million to each facility in January 2021 and establishing a maturity date in December 2022. During 2022, the Company paid $2.5 million to one line of credit and established a new maturity date in December 2023 for both lines of credit with the same terms; during 2023, $0.9 million was paid to one line of credit and a new maturity date of December 2024 was negotiated. As of the date of this report, we are in the process of extending the maturity date. The current balance of this loan is $6.7 million across both lines of credit.

In July 2020, acting through our subsidiary TMM Logistics, we entered into a working capital line of credit with Banco del Bajio for up to $30 million with a mortgage guarantee. The first drawdown was made in the same month of July for $12.0 million, variable rate of TIIE 28 days plus 600 points, monthly payments of principal and interest and maturity in July 2027. In February 2021, we drew the remaining $18.0 million, floating rate of TIIE 28 days plus 600 points, with monthly principal and interest payments and maturity in July 2027. In September 2022, the assignment of the debt to the company “Fibra UNO” was authorized.

On March 31, 2014, the Company, through its subsidiary IDN, entered into a sale and leaseback agreement with UNIFIN Financiera, SAPI de CV, SOFOM ENR (UNIFIN), under which IDN sold to UNIFIN the floating dock "ARD-10", the floating dock "ABDF 2", and the tugboat "Catherine M" for approximately $55.6 million. At the same time, IDN and UNIFIN entered into a 4-year pure lease agreement for the three assets in order to maintain their operating and revenue-generating capacity. In 2018, the Company repurchased the floating dock "ARD-10" and the towing vessel "Catherine M" from UNIFIN and extended the pure lease of the floating dock "ABDF 2" initially for two years, entering into an extension for two more years in April 2020, expiring in June 2024, which was repurchased from UNIFIN on the same date, fully concluding the contract.

Additionally, the Company, through its subsidiary TMM Logistics, entered into a sale and leaseback agreement with UNIFIN Financiera, SAPI de CV, SOFOM ENR (UNIFIN), for seven cranes for its Container Maintenance and Repair business, for an amount of approximately $6.0 million. At the same time, TMM Logistics and UNIFIN entered into a four-year pure lease agreement for the seven assets to maintain their operating and revenue-generating capacity. This credit facility was extended in June 2022, extending the amortization term to March 2024, with monthly interest and principal payments at a fixed rate of 13.00%, to be settled on that same date.

In February 2024, a financing agreement was signed with Eximbank (Atrafin LLC dba America Trade & Financial Company) for $2.3 million at an annual rate of 6.89% with semiannual principal and interest payments for working capital for the conversion of the mud vessels. The outstanding balance as of December 31, 2024 was $42.8 million.

Contractual Obligations

The following table outlines our obligations for payments under our capital leases, debt obligations, operating leases and other financing arrangements for the periods indicated as of December 31, 2024:

(in thousands of Pesos, unless noted otherwise)
Indebtedness (1)
Less than
1 year
1-3
years
3-5
years
More
than
5 years
Total
Investors (2)
$
173,807
$
—
$
—
$
—
$
173,807
Financing for the acquisition of land and logistics equipment (3)
—
—
—
—
—
Financing for the acquisition of a dam (4)
14,694
48,382
65,662
221,178
349,916
Financing for the conversion of mud vessels (5)
7,698
19,042
14,281
—
41,021
Working Capital (6)
54,664
—
—
—
54,664
Other Debt (7)
9,746
6,115
—
—
15,861
Total
$
260,609
$
73,539
$
79,943
$
221,178
$
635,269

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Operating Lease Obligations(8)
Less than
1 year
1-3
years
3-5
years
More
than
5
years
Total
Vessel, Transportation Equipment and Other Operating Leases
$
34,518
$
29,212
$
26,574
$
36,075
$
126,379
Financial charges
(12,099
)
(14,693
)
(10,831
)
(6,154
)
(43,777
)
Total
$
22,419
$
14,519
$
15,743
$
29,921
$
82,602

(1)
These amounts include principal payments and accrued and unpaid interest as of December 31, 2024.

(2)
Four unsecured lines of credit. The first, a $92.5 million credit facility with related parties, with monthly interest payments at a fixed rate of 11.25% and payment of principal at maturity in December 2024. During 2024, the maturity date was extended to December 2026, maintaining the current terms. The second, also with a related party, a $65.7 million credit facility with a fixed rate of 15%. The third, a $8.9 million credit facility with a fixed rate of 15% per annum, with principal and interest payments at maturity. The fourth, a $6.6 million credit facility with a fixed rate of 6% and payment of principal and interest at maturity. The Company is in negotiations to change the payment terms and/or improve the amortization profile of the current loan balance.

(3)
Debt in connection with the land & logistics equipment financing. These include one line of credit denominated in Mexican Pesos. In June 2022 we extended the amortization terms until March and June 2024, respectively, with monthly payments of interest and principal, at a fixed rate of 13.00% and 9.8%, respectively. The second related to the acquisition of an RTG crane, at a fixed rate of 4.40%, with semi-annual payments of principal and interest, and maturing in July 2024. Each of these debts were settled during 2024 according to their respective maturity date.

(4)
At the end of 2024, we renewed our assets in the Maritime Infrastructure business by replacing the ARD-10 floating dock, which had reached its useful life, with a recently built one, allowing us to increase current capacity and access 94% of the market. This new floating dock was acquired through financing granted by Bancomext for US$16.8 million, equivalent to approximately 85% of its value at a rate of SOFR + 2.35% with quarterly payments of principal and interest.

(5)
In February 2024, a financing agreement was signed with Eximbank (Atrafin LLC dba America Trade & Financie Company) for $2.3 million at an annual rate of 6.89% with semi-annual payments of principal and interest for working capital in the conversion of the mud vessels.

(6)
Debt allocated in different companies for working capital. Various lines of credit denominated in Mexican Pesos, with maturities between January 2022 and September 2024, with monthly principal and interest payments, variable rate; the weighted average rate was 17.6% per annum as of December 31, 2024. Most of these loans were repaid during the first quarter of 2025, leaving only one outstanding loan with a balance of $23 million pesos as of March 31.

(7)
To improve our technological systems, we entered into a loan facility, denominated in US Dollars at a fixed rate, with monthly payments of principal and interest, and maturing March 2027. As of December 31, 2024 the weighted average rate was 8.9% per annum.

(8)
The adoption of the new IFRS 16 accounting standard has resulted in the Company recognizing an asset for right of use and the corresponding liability for leasing in relation to all previous operating leases, except those identified as low value or with a term of remaining lease of less than 12 months from the date of initial application. The corresponding liability is decreased by lease payments net of financial expenses. The interest component of the lease payment represents a portion of the outstanding principal balance and is recognized in income as finance costs over the lease period.

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Trend Information

In recent years, a significant portion of the revenue generated by our maritime operations business has been achieved through contracts with Helmsley Management, Celanese Operations Mexico and PEMEX Exploración y Producción. In 2024, the Company earned revenues from PEMEX Exploration and Production, CFEnergía and Celanese Operations Mexico, representing 28%, 14% and 11%, respectively, of the revenues generated by our marine operations business, while in 2023, the Company earned revenues from PEMEX Exploration and Production and Celanese Operations Mexico, representing 38% and 13%, respectively, of the revenues generated by our marine operations business. The primary purchasers of our maritime operations services are multinational oil, gas and chemical companies. The future success of our maritime operations business depends upon our ability to capitalize on growth in the Mexican oil and gas sector by increasing our level of services to these companies.

The future success of our logistics, ports and terminals businesses depends upon our ability to enter into contracts with large automotive manufacturers, retail and consumer goods companies and to become a supplier for Mexican government entities, providing integrated logistics and shipping services, as well as to develop our liquids terminal project. Our primary skills that make us competitive are: (i) our logistics expertise, (ii) our ability to continue developing logistics and other land transportation infrastructure, and (iii) our ability to provide state-of-the-art systems to provide logistics solutions.

The ability to satisfy our obligations under our debt in the future will depend upon our future performance, including our ability to increase revenues significantly and control expenses. Future operating performance depends upon prevailing economic, financial, business and competitive conditions and other factors, many of which are beyond our control. As noted elsewhere in this Annual Report, any resurgence of a pandemic, could have an adverse effect on our business, financial condition and results of operations. Although global economic activity has recovered as vaccination programs have expanded, new variants of COVID-19 continue to emerge, and governmental efforts to control or mitigate the spread of these variants or other infectious diseases may trigger renewed restrictions with negative effects on global trade and the demand for our services. See Item 3. “Risk Factors - Risks Relating to our Business - Our business has been and may continue to be adversely affected by the new outbreaks of the COVID-19 pandemic, and may be adversely affected by future pandemics, epidemics or other outbreaks of infectious diseases and governmental responses thereto” and Item 4. “Information on the Company - Recent Developments - COVID-19 Pandemic.” Our ability to refinance our debt and take other actions will depend on, among other things, our financial condition at the time, the restrictions in the instruments governing our debt and other factors, including market conditions, the macroeconomic environment and such variables as the Peso/dollar exchange rate, benchmark money market rates in Pesos and Dollars and the success of reforms and amendments to the Hydrocarbons Law, which are beyond our control.

We have funded capital expenditures with funds from operating cash flows and with the capital increase expect to seek additional financing primarily through secured credit arrangements and asset-backed financings for additional capital expenditures.

Critical Accounting Estimates

Our Financial Statements have been prepared in accordance with the IFRS as issued by the IASB.

We have identified certain key accounting policies on which our financial condition and results of operations are dependent. These key accounting policies most often involve complex matters, may be based on estimates and involve a significant amount of judgment. In the opinion of our management, our critical accounting policies under IFRS are those related to:

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Fair value measurement
Management uses valuation techniques to measure the fair value of its properties. This results in Management developing estimates and assumptions based on market information and using observable data that would be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices that would be achieved in an arm’s length transactions at the reporting date (see Note 24 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein). Given the characteristics of the assets (properties) and the market conditions of those assets, the changes in the market conditions during the reporting period and up to the date of this report are considered minimum, so any change in value is considered to be insignificant.
Impairment of long-lived assets
On assessing impairment, Management determines the recoverable value of each cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows.
The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of an appropriate discount rate. During 2024 and 2023, the Company performed impairment tests without determining impairment losses (see Note 12 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein). Management conducted a sensitivity analysis on its discount rate considering an increase of 1 to 3 percentage points; likewise, a decrease of up to 1.2 percentage points was considered for the growth rate, where the average recoverable value considering the combination of those scenarios was higher than the value of the long-term assets for each cash generating unit, hence, under those scenarios no impairment loss would be determined.
Defined benefits obligation
Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 22 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein).
Management conducted a sensitivity analysis for the main assumptions, the following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2024:
1.0% increase
1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation
(1,142)
1,258
Salary increase rate
Increase (decrease) in the defined benefits obligation
532
(938)
Increase in 1 year
Decrease in 1 year
Average life expectancies
(Decrease) increase in the defined benefits obligation
(53)
12

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ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and Senior Management

Board of Directors

Our Estatutos Sociales , or Bylaws, provide that our Board of Directors shall consist of not less than seven and not more than 21 directors, without taking into account the appointment of their respective alternates. We currently have eight directors on our board. Our Board of Directors is elected annually by a majority vote of our shareholders and is responsible for the management of the Company.

Our current Board of Directors was ratified at the Company’s Annual General Ordinary Shareholders’ Meeting held on April 28, 2025. Our directors, their principal occupations and years of service (rounded to the nearest year) as a director are as follows:

Name
Principal Occupation
Years as a
Director
Age
Directors
Vanessa Serrano Cuevas
Chairman of the Board of Grupo TMM
6
50
Maria Josefa Cuevas Santos
Member of the Board
9
76
Miguel Oscar Adad Rosas
Member of the Board
4
62
Alberto Guillermo Saavedra Olavarrieta
Member of the Board
4
61
Francisco Javier García-Sabaté Palazuelos
Member of the Board
10
73
Boris Otto
Member of the Board
4
54
Jimena Serrano Cuevas
Member of the Board
2
53
Christian Venus Vazquez Coria
Secretary (non-member of the Board)
1
43

Additionally, this year, Mr. Andrés Hernández Fonseca was appointed at the same meeting as a member of the Company’s Board of Directors.

The directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of their appointment. The directors may be reelected and, in case of the failure to appoint their substitute or, if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up to thirty calendar days following the date of expiry of the term for which they were appointed, as described below. For further information see Item 10. “Additional Information - Board of Directors.”

Grupo TMM, S.A.B. and Subsidiaries

Position in the Board of Directors
Term
Chairman
7 years
First Vice-Chairman
7 years
Second Vice-Chairman
Between 3 and 7 years (as determined at the General Shareholders’ Meeting at which he/she is elected)
Other Board Directors
1 year

Vanessa Serrano Cuevas

Mrs. Serrano was born on April 30, 1975. Mrs. Serrano holds a degree in Business Administration and a Business Administration master’s degree in Corporate Governance from Instituto Panamericano de Alta Dirección de Empresas (“IPADE”). Highly skilled in leadership abilities, alliances and business partnerships, her professional achievements include founding the food company Dasami, S.A. de C.V. as well as the digital platform Zertú. Her parents are Mr. Jose F. Serrano Segovia and Mrs. Maria Josefa Cuevas de Serrano.

66
Maria Josefa Cuevas de Serrano

Mrs. Serrano was born on June 16, 1946. Mrs. Serrano is the founder of the Sociedad Internacional de Valores de Arte Mexicano, A.C. (SIVAM), which promotes classical music and outreach for talented artists in Mexico. Additionally, she is an active promoter of Mexican art in Mexico and abroad. Mrs. Serrano is the wife of Mr. José F. Serrano Segovia.

Miguel Oscar Adad Rosas

Mr. Adad holds a degree in Business Administration and a diploma in Senior Business Management from the Instituto Tecnológico de Estudios Superiores de Monterrey. Mr. Adad has extensive experience in business planning, management and foreign trade, having held important positions in the main automotive companies in Mexico. He is an active participant as a representative of various business organizations, and a speaker and panelist in various forums.

Alberto Guillermo Saavedra Olavarrieta

Mr. Saavedra hold a Law degree from Universidad Iberoamericana and a Specialization in Commercial Law, from Universidad Panamericana, Mexico. Mr. Saavedra is partner of Santamarina y Steta, S.C., with more than 35 years of experience in financial markets, foreign investment, mergers and acquisitions and project financing, among others.

Francisco Javier García-Sabaté Palazuelos

Mr. García-Sabaté Palazuelos holds a degree in Public Accounting with High Honors from the Universidad La Salle and a postgraduate degree in Administration from Insituto Tecnologico y de Estudios Superiores de Monterrey Since 1972, Mr. García-Sabaté Palazuelos has been the Partner/Director of García-Sabaté, Castañeda, Navarrtere, S.C. and has worked in the Tax and Auditing department of several companies within the financial, commercial and industrial sector. He is certified by the Instituo Mexicano de Contadores Públicos as an accountant and a Financial Expert.

Boris Otto

Mr. Boris Otto holds a Law degree with honors from Escuela Libre de Derecho and a Master’s degree in Business Administration with specialty in Finance from Rice University. Mr. Otto is a recognized expert in financial matters with more than 25 years of experience advising Mexican and foreign companies and financial institutions in all types of financing and mergers and acquisitions. Likewise, Mr. Otto has extensive experience in the administration and advice of various investment funds in the United States. He is currently a founding partner and Chairman of three North American investment funds.
Jimena Serrano Cuevas

Mrs. Jimena Serrano was born on September 8, 1971 in Mexico City. Holds a degree in Business Administration from Universidad Anahuac. She also holds two master’s degrees, one in family sciences and another in humanities, both from Universidad Anahuac. Mrs. Jimena Serrano has always been focused on fighting for the values of family and society.

Andrés Hernández Fonseca

Mr. Andrés Hernández holds a degree in Economics from the Autonomous Technological Institute of Mexico and a Master's degree in Public Administration from Columbia University. Mr. Hernández has extensive experience in the financial and startup sectors. He currently leads a team of investors focused on a dual strategy of direct investments and international investment funds. He serves on various boards of directors, including consumer, healthcare, restaurant, technology, and industrial companies. He has worked as a business consultant in Mexico, Houston, and Bogotá, focusing on the oil and gas industry; and prior to that, he was an economic consultant on competition and international trade issues.

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Executive Officers

Our officers serve at the discretion of our Board of Directors. Our executive officers, their position and years of service with us and as an executive officer are as follows:

Name
Position
Years of
Service with
the Company
Years of Service
as Executive
Officer
Corporate Directors
Vanessa Serrano Cuevas
Chair of the Board and Chief Executive Officer
6
4
Luis Manuel Ocejo Rodríguez
Deputy Executive Officer
42
18
Veronica Tego Sanchez
Chief Financial Officer
31
1
Gerardo Meza Vázquez
Audit Manager
24
4
Christian Venus Vázquez Coria
Legal Manager
14
4
Axel Xavier Vera de Castillo
Chief Information Officer
4
4
Mauricio Padruno González
Commercial Director
1 month
1 month
Business Unit Directors
Alejandro Romero Rodríguez
Director, Maritime Transportation
30
5
Víctor Velázquez Romo
Director, Maritime Infrastructure
13
5
Francisco Javier Estrada Serafín
Director of Land Logistics
6 months
6 months

Vanessa Serrano Cuevas, the CEO and Chairman of the Board of Directors, is the daughter of Mr. Jose F. Serrano Segovia and Mrs. Maria Josefa Cuevas de Serrano.

B.  Compensation

In accordance with the laws of Mexico, we do not report executive compensation on an individualized basis. The disclosure below includes all forms of compensation given by us in exchange for services rendered by our corporate directors.

In fiscal year 2024, the aggregate compensation paid to our directors and executive officers was approximately $17.3 million. This amount includes salaries, director fees, and benefits in kind.

Of this total:

•
Our executive officers (including the Chief Executive Officer, Chief Financial Officer and other members of senior management) received aggregate compensation of approximately $16.4 million.

•
Our directors, for their service on the Board of Directors and its committees, received aggregate fees and emoluments of approximately $0.9 million.

Pension, Retirement or Similar Benefits

Seniority bonuses, retirement plan obligations (“Pension Benefits”) and other employee compensation payable at the end of employment are based on actuarial calculations using the projected unit credit method. Pension Benefits are based mainly on years of service, age and salary level upon retirement.

Seniority bonuses, Pension Benefits and other employee compensation payable upon termination include the amortization of past service costs over the average remaining working lifetime of employees. Reserves for obligations at the end of the 2024, 2023 and 2022 fiscal years were $74,682, $77,390 and $84,652, respectively.

C.  Board Practices

Our Bylaws provide that our Board of Directors shall consist of at least seven but not more than 21 directors elected at our annual ordinary shareholders’ meeting to serve until their successors accept their election at the next annual ordinary shareholders’ meeting. The Board of Directors is responsible for the management of the Company. Mexican Securities Law requires that at least 25% of the members of the Board be independent directors.

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Audit and Corporate Practices Committee

The Board of Directors maintains an Audit and Corporate Practices Committee composed of independent directors, each with extensive experience in the analysis and evaluation of financial reporting and knowledge of internal controls and procedures for financial reporting. The current members of our Audit and Corporate Practices Committee are Mr. Miguel Oscar Adad, Mr. Boris Otto and Mr. Francisco Javier García-Sabaté Palazuelos, C.P. On April 28, 2025, at the General Shareholders’ Meeting Mr. Francisco Javier García-Sabaté Palazuelos, C.P. was appointed as an independent director and as the chair of our Audit and Corporate Practices Committee, and he is also considered a financial expert in accordance with the standards described in Section 407 of the Sarbanes Oxley Act of 2002. In accordance with Mexican Securities Law and Mexican Corporate Practices, the committee’s responsibilities include, among others:

Audit responsibilities:


•
overseeing the accounting and financial reporting processes of the Company;


•
discussing the financial statements of the Company with all parties responsible for preparing and reviewing such statements, and advising the Board of Directors on their approval thereof;


•
overseeing compliance with legal and regulatory requirements and overseeing audits of the financial statements and the control environment of the Company;


•
evaluating the performance of the Company’s external auditor and its independent status in accordance with the CNBV rules;


•
advising the Board of Directors on the compliance of the Company’s or any of its subsidiaries’ internal controls, policies and in-house auditing, and identifying any deficiencies in accordance with the Bylaws of the Company and applicable regulations;


•
providing sufficient opportunity for a private meeting between members of our internal and external auditors and the Audit Committee, who may also request additional information from employees and legal counsel;


•
providing support to the Board of Directors in supervising and reviewing the Company’s corporate accounting and disclosure policies and discussing guidelines and policies to govern the process of risk assessment with management;


•
advising the Board of Directors on any audit-related issues in accordance with the Bylaws of the Company and applicable regulations;


•
assisting the Board of Directors in the selection of the external auditor in accordance with the CNBV rules;


•
reviewing the financial statements and the external auditor’s report. The Committee may request that the external auditor be present when reviewing such reports, in addition to the Committee’s mandatory meeting with the external auditor at least once a year;


•
preparing the Board of Directors’ opinion on the Chairman’s annual report and submitting it at the Shareholders’ Meeting for its approval; and

•
overseeing compliance by the Company’s chief executive officer with decisions made at a Shareholders’ Meeting or a Board of Directors meeting.

Corporate Practices responsibilities:


•
requesting an opinion from independent experts as the Committee might see fit, in accordance with applicable regulations;

69

•
calling Shareholders’ Meetings and adding any issue they consider important to the agenda;


•
supporting the Board of Directors in preparing its reports in accordance with the Bylaws of the Company and applicable regulations;


•
suggesting procedures for hiring the Company’s chief executive officer, chief financial officer and senior executive officers;


•
reviewing human resources policies, including senior executive officers’ performance evaluation policies, promotions and structural changes to the Company;


•
assisting the Board of Directors in evaluating senior executive officers’ performance;


•
evaluating executive officer’s compensation. The Company is not required under Mexican law to obtain shareholder approval for equity compensation plans; the Board of Directors is required to approve the Company’s policies on such compensation plans;


•
reviewing related-party transactions; and


•
performing any activity set forth in the Mexican Securities Law.

Code of Ethics

The Company has adopted a Code of Ethics, which applies to its principal executive officer, principal financial officer, and other members of our senior management. The Code of Ethics may be viewed on the Company website at www.tmm.com.mx. An English version of this document is available upon written request sent to Grupo TMM, S.A.B., Convento de Acolman 58-B, Jardines de Santa Monica, 54050, México, Attn: Human Resources.

Statutory Auditor

Pursuant to the Mexican Securities Market Law ( Ley del Mercado de Valores ), the surveillance of the Company is entrusted to different committees ( i.e ., Audit and Corporate Practices Committees), as previously described, which replace the role of the Statutory Auditor. At the Extraordinary Shareholders’ Meeting held on December 20, 2006, the Statutory Auditor, Salles Sainz-Grant Thornton, S.C (SSGT), and the alternate Statutory Auditor, were duly replaced by the Audit and Corporate Practices Committee of the Company. However, SSGT continues to serve as the Statutory Auditor for all of our subsidiaries.

D.  Employees

As of March 31, 2025, we had 764 employees, approximately 5.4% of whom were unionized, and as of December 31, 2024, we had 720 employees, approximately 8% of whom were unionized.

As of December 31, 2023, we had 720 employees, approximately 10% of whom were unionized. The decrease in the number of our employees in 2023 is primarily due to the reassignment and optimization of operational and administrative functions in the warehousing and container maintenance and repair operations, partially offset by an increase in the number of employees in the shipyard.


As of December 31, 2022, we had 769 employees, approximately 5% of whom were unionized. The decrease in the number of our employees in 2022 is primarily due to the reassignment and optimization of operational and administrative functions in the warehousing and container maintenance and repair operations, partially offset by an increase in the number of employees in the mud specialized vessel operation.

In accordance with customary practice in Mexico, we negotiate union contracts annually with regard to wages and every two years with regard to other matters, including benefits. We have not experienced a strike since 1987 and believe that relations with our employees are good.

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E.  Share Ownership

As of April 22, 2025, the Serrano family held 113,107,152 Shares directly, and the CPO Trustee maintained 15,118,086 Shares of our capital stock in the form of ADSs, including 6,836,510 Shares that are beneficially owned by the Serrano family. Accordingly, as of such date, the Serrano Segovia family controlled the voting power of our capital stock. The voting power controlled by the Serrano family varies from time to time, depending upon the number of Shares held by the Serrano family and by the CPO Trust and others. As of April 22, 2025, other than as set forth below in the section entitled “Major Shareholders” each of our other directors, alternate directors or executive officers owns less than one percent of our Shares on an individual basis.

Shares were contributed to the CPO Trust established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each Share contributed to the CPO Trust. CPOs constitutes separate negotiable instruments different and apart from the Shares, and afford to their holders only economic rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting. Mexican and non-Mexican investors may hold CPOs without restrictions of any kind. The acquisition of Shares representing 5% or more of the capital stock of Grupo TMM by any person or group of persons (other than the Serrano Segovia family and the CPO Trustee), in one or a series of simultaneous or successive transactions requires the prior approval of the Board of Directors. As of April 22, 2025, the CPO Trustee held CPOs representing an aggregate of 15,118,086 Shares in the form of ADSs.

F.  Disclosure of Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  Major Shareholders

The following table indicates, as of April 22, 2025, unless otherwise indicated, the shareholders that beneficially own 5% or more of our outstanding Shares (the “Major Shareholders”). The percentage of our outstanding Shares owned by each Major Shareholder shown below is based on the 174,553,127 Shares outstanding as of April 22, 2025. For purposes hereof, each Major Shareholder with shared voting or investment authority with respect to certain securities is deemed to beneficially own all such securities.

Shareholder
Number
of Shares
Percentage of
Shares
Outstanding
Vanessa Serrano Cuevas
59,454,348
34.0%
Jimena Serrano Cuevas
34,191,590
19.6%
José F. Serrano Segovia (a)
19,461,214
11.1%

(a)
Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Family beneficially owns 113,107,152 Shares, including 19,461,214 Shares held by VEX, a Mexican corporation in which José F. Serrano Segovia holds 100% of the voting stock, and 500 Shares beneficially owned by Promotora Servia, S.A. de C.V. (“Promotora”), a Mexican corporation controlled by José F. Serrano Segovia, and which are owned directly by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (“Servicios”), a Mexican corporation.

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Change in Percentage Ownership

No major shareholder has disclosed any significant changes in their shareholding percentage during the three years ending December 31, 2024, 2023, and 2022, with the exception of Jimena Serrano Cuevas, who held a 19.6% stake as of 2023.

Voting Rights and Control

As of April 22, 2025, 15,118,086 Shares were held in the form of ADSs, which have limited voting rights. The Shares held in the form of ADSs are held directly by the CPO Trust. The voting rights for those Shares are exercisable only by the trustee of the CPO Trust, which is required by the terms of the trust agreement to vote such Shares at any shareholders’ meeting in the same manner as the majority of the Shares that are not held in the CPO Trust are voted. Of the 159,435,041 Shares held outside of the CPO Trust as of April 22, 2025, the Serrano family beneficially owns 106,270,642, or 66.7% of such Shares. As a result, the Serrano family could direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 9. “The Offer and Listing.” Except for the limited voting rights applicable to their ADSs, none of the Major Shareholders have voting rights that differ from those applicable to other holders of Shares.

Other than the Serrano family, which may be deemed to control the Company, to our knowledge we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly. We are not aware of any arrangement which may at a later date result in a change of control of the Company.

B.  Related Party Transactions

To date, the Company has no related parties as third-party partners.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8.
FINANCIAL INFORMATION

A.  Consolidated Statements and Other Financial Information

See Item 18 - “Financial Statements.”

A.7  Legal Proceedings

Refined Product Services (“RPS”) Claim

On August 7, 2007, TMM filed a claim for arbitration against RPS for the amount of US$50,000 (approximately $1.06 billion pesos) for various expenses incurred by TMM due to the delay of the delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $61.5 million pesos), alleging that TMM failed to maintain the tanker vessel Palenque, and also filed a claim for consequential damages for losing a contract while the vessel was being repaired. No significant events occurred in the proceedings during 2022, 2023 and 2024, and as of the date of the consolidated financial statements included herein. TMM believes that its counterclaim is strong and that it has sufficient elements and arguments for its defense. Although it is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this proceeding vigorously.

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Tax Liabilities Claim

TMM has initiated an appeal to secure the annulment of various tax liabilities asserted by the Mexican tax authorities concerning the 2005 tax year.

On April 14, 2021, the Federal Court of Tax and Administrative Justice  issued a ruling, annulling various tax liabilities, with the exception of certain deductions for which a judgement of $1.5 million pesos was issued. Said judgement has been paid in installments.

On March 25, 2025, the judgment was notified where the protection requested by TMM was denied, where the validity of the resolution where various tax credits were determined for alleged omissions in the matter of Income Tax and VAT Withholdings to residents abroad, corresponding to the 2014 fiscal year, was confirmed. On April 14, 2025, the Appeal for Review was filed against the judgment issued in the trial where protection and protection from the Justice of the Union is requested.

Motions for Annulment of Various Tax Provisions

During 2017 and 2016, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT) challenging (i) the rejection of deductions (tax year 2007), (ii) modifications to the Fiscal Consolidation Regime for controlled companies (tax year 2005), (iii) deferred income tax on consolidation (tax year 2010), and (iv) the termination of the consolidation regime (tax year 2013). It is worth noting that we have resorted to that all jurisdictional bodies, we also conducted a re-evaluation of the determinants for a negotiation in favor of the interests of the Group. As of the date of the consolidated financial statements and as a result of the Judicial Reform and the strike caused by the same issue in July 2024, these remain under review.

Other Legal Proceedings

We are a party to various other legal proceedings and administrative actions, all of which are of an ordinary or routine nature and incidental to our operations. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of our management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or liquidity.

In considering whether accrual of a loss contingency is necessary in connection with legal claims outstanding that could, both individually or in the aggregate, have a material effect on the financial condition or operating results of the Company, the Company evaluates the requirements of paragraph 14 of IAS 37 to determine whether the Company has a present obligation (legal or constructive), whether it is probable that an outflow of resources will be required in order to settle the obligation, and whether the amount of the obligation can be reliably estimated. Based on management’s review and analysis of the legal claims outstanding for the fiscal year ended December 31, 2024, the Company concluded that it did not have a present obligation in respect of any legal claims outstanding other than the mutual claims described above.

Operations with Related Parties

Under the Income Tax Law, companies that conduct operations with related parties, nationals or nonresidents, are subject to fiscal limitations and obligations regarding the determination of the prices negotiated, as these must be comparable to those that would be used with or between independent parties in similar operations.

In the event the tax authorities were to review the prices and reject the amounts determined, they could demand, in addition to the collection of the corresponding taxes and accessory charges (adjustments and surcharges), fines on the omitted tax contributions, which could be for up to 100% of the adjusted tax amount.

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The Company has significant transactions and relationships with related parties. The Company maintains documentation which confirms that the terms of these transactions were conducted in 2023 in a manner similar to transactions between unrelated parties. The Company and its subsidiaries are in the process of compiling similar documentation for 2024.

Other Legislation

Grupo TMM and subsidiary companies are subject to laws and regulations of other countries, as well as to international norms that govern maritime transport and safety regulations to conserve the environment.

A.8 Dividends

At shareholders’ meetings, shareholders have the ability, at their discretion, to approve dividends from time to time. No dividend has been declared since 1997.

B.  Significant Changes

See Item 4. “Information on the Company - Business Overview - Recent Developments.”

ITEM 9.
THE OFFER AND LISTING

A. Offer and Listing Details

Our Shares are currently listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) and trade under the symbol TMM A. Our CPOs do not trade independently of the Shares on the Bolsa. Our ADSs are currently listed in the United States on the Over-the-Counter market and trade under the symbol GTMAY.

B. Plan of Distribution

Not applicable.

C. Markets

Our Series A Shares started trading on the Bolsa Mexicana de Valores, S.A. de C.V . (the “Mexican Stock Exchange” or the “Bolsa”) on September 24, 1980 and our Series L Shares began trading on August 9, 1991. In June 1992, L Share ADSs, each representing one Series L Share, were issued by Citibank, N.A. as depositary in exchange for Rule 144A ADSs as part of an initial public offering, and commenced trading on the NYSE. On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation ( sociedad anónima ). Following the reclassification, we had 56,963,137 Series A Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.

As a result of the promulgation of the new securities law in Mexico in June of 2006, public companies were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. On December 20, 2006, the Company added the term “ Bursátil ” to its registered name to comply with the requirements under Mexico’s new securities law or Ley del Mercado de Valores , resulting in Grupo TMM, Sociedad Anónima Bursátil , or Grupo TMM, S.A.B. In addition, the Series A Shares of the Company were renamed and are now referred to as nominative common shares, without par value (“Shares”). The rights afforded by these new Shares are identical to the rights afforded by the former Series A Shares.

Our Shares continue to trade in Mexico on the Mexican Stock Exchange under the ticker symbol TMMA. In the United States, our ADSs, each representing five CPOs, trade on the OTC market under the ticker symbol GTMAY following their delisting from the NYSE on June 12, 2012. Our ADSs continue to be registered under the U.S. Securities Exchange Act of 1934 and are issued and exchanged in New York by The Bank of New York Mellon, which replaced Citibank, N.A. as depositary on December 18, 2009. As of April 22, 2025, of the 174,553,127 outstanding Shares, 15,118,086 were held in the form of ADSs.

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The CPOs do not trade independently of the Shares on the Bolsa. In the event that CPOs are sold to a Mexican national, the Shares underlying such CPOs will be delivered directly to the purchaser through S.D. Indeval, S.A. de C.V. (“Indeval”). Indeval is a privately owned central securities depositary that acts as a clearing house, depositary, custodian, settlement, and transfer agent and registration institution for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Because non-Mexican nationals cannot acquire direct interests in the Shares, in the event that the purchaser of such Shares is not a Mexican national, such Shares must be delivered in the form of CPOs through Indeval.

Limitations Affecting ADS Holders and CPO Holders

Each Share entitles the holder thereof to one vote at any of our shareholders’ meetings. Holders of CPOs are not entitled to vote the Shares underlying such CPOs. Such voting rights are exercisable only by the CPO Trustee, which is required to vote all such Shares in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting.

Whenever a shareholders’ meeting approves a change of corporate purpose, change of domicile or restructuring from one type of corporate form to another, any shareholder who has voted against such change or restructuring has the right to withdraw as a shareholder and receive an amount equal to the book value of its shares (in accordance with our latest balance sheet approved by the annual ordinary general shareholders’ meeting), provided such shareholder exercises its right to withdraw during the 15-day period following the meeting at which such change or restructuring was approved. Because the CPO Trustee is required to vote the Shares held in the CPO Trust in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting, appraisal rights will not be available to holders of CPOs.

Share Repurchase Program

On December 14, 2007, the Company announced that its Board of Directors had given its approval to constitute a reserve fund to repurchase Shares during their meeting held in November of that year. The Share repurchase program was also approved by the Company’s shareholders at a shareholders’ meeting. The program was approved for an amount of up to US$10 million (approximately $205.1 million). The Company has repurchased 1,577,700 Shares under the program since its approval in 2007.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10.
ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

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B. Memorandum and Articles of Association

The following is a summary of the provisions of the Bylaws ( Estatutos Sociales ) of Grupo TMM and is qualified in its entirety by the actual provisions within the Bylaws themselves and applicable provisions of the General Law of Mercantile Companies ( Ley General de Sociedades Mercantiles ) and the Mexican Securities Law ( Ley del Mercado de Valores ). For a description of the provisions of our Bylaws relating to our Board of Directors, General Director, Special Committees and Statutory Auditors, as well as Audit and Corporate Practices Committee, see Item 6. “Directors, Senior Management and Employees.”

Organization and Register

We were incorporated in the United Mexican States as a sociedad anónima, as evidenced by public deed number 26,225 dated August 14, 1987. We amended our Bylaws on August 29, 2002 in connection with the reclassification of our Series A Shares and Series L Shares.

On June 4, 2008, certain articles of the Company’s Bylaws were amended at the General Shareholders’ Meeting. The modification to Article 14 added further restrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares. Article 25 was modified in order to comply with the Mexican Exchange Law (Ley del Mercado de Valores). Finally, Article 27 was modified to clarify which shareholders are required to sign the Shareholders’ Meeting Attendance Sheet. This General Shareholders’ Meeting was properly formalized in public deed number 18,196 (filing before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

On December 15, 2009, certain articles of the Company’s Bylaws were amended at the General Shareholders’ Meeting. The modification to Article 6 approved a capital increase. This General Shareholders’ Meeting was properly formalized in public deed number 21,851 (filed before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

On November 15, 2023, the Company’s Bylaws were amended at the General Shareholders’ Meeting. The amendment to Article 6 approved a capital increase.

Our statement of corporate purposes authorizes us to engage in, among other things, shipping and transportation services, the development, organization and management of all types of companies or entities, the acquisition of shares or units of the capital stock of other companies or entities, and generally, to carry out and execute all acts, transactions, agreements and operations of any nature as may be necessary or convenient in furtherance of our corporate purposes.

Board of Directors

Our business and affairs are managed by the Board of Directors and by a General Director. The Board of Directors consists of not more than 21 nor fewer than 7 persons, provided that at least 25% of the directors are independent. Our directors are elected annually at the Annual General Shareholders’ Meeting. The Board of Directors shall always have a Chairman, a First Vice-Chairman and a Second Vice-Chairman and other Directors.

The directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of their appointment. The directors may be re-elected and, in case of the failure to appoint their substitute or if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up to 30 calendar days following the date of expiry of the term for which they were appointed:

Position on the Board of Directors
Term
Chairman
7 years
First Vice-Chairman
7 years
Second Vice-Chairman
Between 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)
Other Directors
1 year
Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.

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In the event of the permanent absence of the Chairman or of any of the Vice-Chairmen, the Board of Directors, at the first meeting held after said permanent absence shall temporarily appoint from among its members or persons outside the same, the director or directors that shall fill relevant vacancies. Also, in the event of resignation or permanent absence of any of the other directors, the Board of Directors shall make the appointments of temporary directors as may be required for the continuance of the Board’s integration and duties. In both cases, a General Ordinary Shareholders’ Meeting shall be called as soon as possible to ratify or make definitive appointments of the relevant directors and, in any case, in the absence of said call, the first General Shareholders’ Meeting held after any of said events shall carry out the final appointment.

The Board of Directors shall appoint a Secretary and a Deputy Secretary, who shall not be a part of the Board of Directors. Said Secretary and Deputy Secretary may at any time be removed by the Board of Directors and their temporary and final absences shall be covered by the persons appointed by the Board of Directors. Despite the fact that the Secretary and the Deputy Secretary are not members of the Board of Directors of the Company, they may sign jointly or severally and instruct the publication of any call to the Shareholders’ Meeting of the Company ordered or resolved by the Board of Directors or the Audit and Corporate Practices Committee.

The meetings of the Board of Directors may be ordinary or extraordinary. The ordinary meetings shall be held periodically on the dates and times designated by such Board of Directors, provided that such Board of Directors meets at least 4 times during each fiscal year. The extraordinary meetings shall be held when the Chairman of the Board of Directors determines or at the request of 25% of the directors. The Board of Directors shall meet at the Company’s registered office or at any other place in Mexico or abroad as determined beforehand in the respective call. The meetings of the Board of Directors shall be presided over by the Chairman and in his absence, by the alternate Chairman and, in the absence of the alternate Chairman, by any director designated by the directors present at the meeting in question, by a majority of votes.

In order for a Board of Directors meeting to be valid, at least half of the directors that make up the Board of Directors from time to time must be in attendance and the Chairman and a Vice-Chairman shall always and in any event be in attendance. If a meeting of the Board of Directors may not be held due to the lack of quorum or the absence of the Chairman and a Vice-Chairman, the call shall be repeated as many times as needed. In order for the resolutions of the Board of Directors to be valid, the favorable vote of the majority of the directors present at the meeting in question is required. In the event of a tie, the Chairman of the Board of Directors, or his alternate, as applicable, shall have the tie-breaking vote.

For resolutions of the Board of Directors to be valid in connection with the matters listed below, the favorable vote of (i) the Chairman of the Board of Directors and (ii) the First Vice-Chairman or the Second Vice-Chairman is required. The following matters shall be decided upon exclusively by the Board of Directors of the Company:


1.
The approval and/or modification of the annual budget, which must be approved for each fiscal year of the Company;


2.
The imposition or creation of any lien on any of the assets of the Company and/or of the corporations controlled by the Company, or the resolution of the Company and/or of the corporations controlled by the Company, to guarantee obligations of the Company and/or of its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;


3.
The decision to begin a new business line or the suspension of any business line developed by the Company or by any corporation in which the Company participates, either directly or indirectly;

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4.
Any decision related to the acquisition or sale of assets (including shares or equity interests or their equivalent, in any corporation controlled or not controlled by the Company or in which the Company has a significant share, or to any financing and/or the creation of any liens, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;


5.
The determination of the manner in which the Company shall exercise its voting rights regarding shares or equity interests (or their equivalent) issued by its subsidiaries or entities in which the Company owns at least 20% of the capital stock thereof; and


6.
The establishment of any committee of the Company other than the Audit and Corporate Practices Committee.

The Board of Directors shall primarily have the duty of establishing general strategies for the direction of the business of the Company and its subsidiaries and that of overseeing the management and direction of the same and the performance of the relevant managers or officers. Such Board may establish one or more committees. In any event, the Company shall establish one or more committees in charge of the duties of audit and corporate practices.

General Director

The General Director, or Chief Executive Officer, shall be in charge of the day-to-day management of the Company, the direction and execution of the businesses of the Company and of its subsidiaries, subject to the strategies, policies and guidelines approved by the Board of Directors or, as the case may be, by committees created pursuant to the corporate Bylaws.

In order to fulfill his duties, the General Director shall have the powers granted to him by the Board of Directors at the time of his appointment or at any other time after his appointment. For the exercise of his duties and activities and the fulfillment of his obligations, the General Director shall be assisted by all the relevant managers and other employees of the Company and of the corporations controlled by the Company.

Audit and Corporate Practices Committee

The Board of Directors of the Company must establish a committee to carry out the audit and corporate practices functions that shall be integrated by at least three independent directors appointed by the Board of Directors, which members are proposed by the Chairman. The foregoing notwithstanding, the Chairman of the Audit and Corporate Practices Committee must be appointed and/or removed from his position exclusively by the General Shareholders’ Meeting and he must always be an independent director. The Chairman of the Audit and Corporate Practices Committee in no event whatsoever may preside over the Board of Directors.

The oversight of the management, direction and execution of the business of the Company and of its subsidiaries shall be entrusted to the Board of Directors through the aforementioned Audit and Corporate Practices Committee, as well as through the individuals or corporations that carry out the external audit of the Company for each fiscal year.

Capital Stock

To conform to the provisions of the new Mexican Securities Law, our Series A Shares of capital stock were converted into nominative common shares without par value (“Shares”), thereby deleting any series. The rights of the Series A Shares and the Shares are identical.

At the General Shareholders’ Meeting held on March 16, 2023, the Company’s shareholders agreed to carry out a capital increase for an amount of $151,978, through the issuance of up to 72,370,286 common, no-par value shares representing the share capital of Groupo TMM. Said capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June 27, 2023 and subscribed in its entirety by the shareholders in the month of October 2023.

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As of December 31, 2024, 2023 and 2022, share capital is made up of 174,553,127, 174,553,127 and 102,182,841 shares outstanding, common shares, nominal shares, no-par value shares, and shares with voting rights, respectively, which may be owned by persons or investors of Mexican nationality, Mexican company or Mexican companies whose bylaws contain the exclusion clause for foreigners. The shares can be acquired by foreigners under the figure of American Depositary Shares (‘ADS’).

Registration and Transfer

All Shares are evidenced by share certificates in registered form. Mexican law requires that all shares be represented by a certificate, although a single certificate may represent multiple shares of stock. Certificates may be issued in the name of the registered holder. All of our share certificates are issued in the name of the registered holder. Mexican law also requires that all transfers, encumbrances and liens on nominative shares must be recorded in the share registry book and are only enforceable against us and third parties after such registration occurs. S.D. Indeval, S.A. de C.V. (“Indeval”) is the registrar and transfer agent for the Shares held in book-entry form. A global certificate representing all Shares in book entry form is deposited at Indeval. Shareholders holding their share certificates directly are required to be recorded as such by the secretary of the Company in our share registry book.

Shareholders’ Meetings

Shareholders are entitled to vote on all matters at ordinary or special shareholders’ meetings. The Board of Directors will convene an Annual Shareholders’ Meeting at least once a year on the date determined by the Board of Directors within the first four months following the end of the fiscal year. In addition to dealing with the matters included on the agenda, the shareholders’ meeting should discuss, approve or modify the report of the Board of Directors, of the General Director and of the committee(s) that carry out the duties of corporate and audit practices, related to (i) the day-to-day conduct of business, (ii) the general balance sheet, (iii) the statement of income and losses, (iv) the statement of changes in financial position, and (v) the statement of the change in shareholders’ equity for such fiscal year. At such meeting directors shall also be appointed as per our Bylaws for the next fiscal year and their compensation shall be determined.

All notices of shareholders’ meetings shall be published once in the official newspaper of the domicile of the Company and in one of the newspapers of major circulation in such domicile, at least 15 days prior to the date scheduled for the meeting to be held. In order for the Ordinary Shareholders’ Meetings to be considered legally convened as a result of the first call, at least half of the capital stock in circulation at that time must be represented thereat, and the resolutions of such meeting shall be valid when passed by a majority of the votes present.

Ordinary Shareholders’ Meetings require the attendance of shareholders holding at least half the shares that have the right to attend such meetings, and the affirmative vote of a majority of the holders present at any such meeting, in a first call, and in a second call, the affirmative vote of a majority of the holders of shares that have the right to attend any such meeting irrespective of the number of shares presents thereat, in order to make decisions.

Extraordinary Shareholders’ Meetings require the attendance of shareholders holding at least 75% of the shares that have the right to attend and vote at any such meetings, and the affirmative vote of at least half the issued and outstanding shares entitled to vote at the first call, and at the second or subsequent call, the attendance and affirmative vote of at least half the issued and outstanding shares entitled to attend and vote at any such meeting in order to make decisions.

Shareholders may be present or represented by a simple proxy at shareholders’ meetings. Directors and statutory auditors of the Company may not represent any shareholder at any shareholders’ meeting.

In order to attend any meeting, shareholders must obtain an admission card prior to the meeting from Indeval or another financial institution in the United Mexican States or abroad. Such financial institution must notify the Company (telegraphic or facsimile means are authorized) of the name of the depositor, the number of shares deposited and the date on which the deposit was made. Admission cards to shareholders’ meetings may be regularly obtained through authorized brokers in the United Mexican States which, together with the list issued by Indeval, will be sufficient for any shareholder to obtain the corresponding admission card.

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Limitation on Share Ownership

Mexican law and our corporate charter prohibit ownership of Shares by foreign investors. Any acquisition of Shares in violation of this charter provision would be null and void.

Any foreigner who acquires any interest or participation in our capital stock through CPOs will be considered a Mexican citizen insofar as Mexican law and we are concerned (except with respect to the right to own Shares) and will be deemed to understand and agree that such foreigner may not invoke the protection of his or her government in connection with his interest or participation in the Company, under penalty of forfeiture of such interest or participation in favor of the United Mexican States.

We contributed Shares of our capital stock to the Master Neutral Investment Trust (Fideicomiso Maestro de Inversion Neutra) (the “CPO Trust”) established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each of our Shares contributed to the CPO Trust. CPOs constitute separate negotiable instruments different and apart from our Shares, and afford to their holders only economic rights attaching to Shares. Consequently, holders of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting.

Prior to its termination date, the CPO Trustee will sell Shares held by the CPO Trust, and deliver the proceeds thereof to CPO holders in proportion to their respective CPO holdings. Alternatively, we may establish a new trust to enable continued foreign equity participation in the Company. Although, we will endeavor to establish a new trust to substitute the CPO Trust, no assurance can be made that we will in fact establish or be able to establish such new trust.

Mexican and non-Mexican investors may hold CPOs without restrictions of any kind.

We note that because CPOs are negotiable instruments separate and apart from Shares of the Company, holders of CPOs do not qualify as shareholders, and may not exercise the minority rights afforded by the General Law of Mercantile Companies and Mexican Securities Law of the United Mexican States, except for the right to exercise a derivative action for civil liability against the Directors and relevant officers of the Company or its subsidiaries, as further detailed in section entitled “Minority Rights” below.

Acquisition of Share Capital

On December 20, 2006, the Company amended Article 14 of its Bylaws to provide that the consent of the Board of Directors would be required for acquisitions that would result in any person or group of persons acquiring five percent or more of our Shares whether in a single transaction or in several simultaneous or successive transactions, notwithstanding the number of shares that such person may own at such time. If the approved process is not complied with, the acquirer will not be entitled to vote the acquired Shares. The approved process will apply only to direct acquisitions of Shares and not to CPOs and ADSs. In addition, the acquisition of Shares by any Mexican national may also be subject to the applicable provisions of Mexican antitrust laws. The Board is required to resolve with respect to any request for authorization to acquire five percent or more of our Shares within a period of three months following the request and to take into account certain criteria as set forth in our Bylaws that relates to the consequences affecting the Company by such acquisition. Notwithstanding this restriction, in the event of a public offering for the acquisition of 100% of our Shares, no authorization by the Board of Directors in connection with such public offering is necessary and the Board of Directors is required by law to render an opinion related to the terms and conditions of such public offering which opinion is to be rendered pursuant to applicable regulations. Our Bylaws provide that any amendment to the aforementioned provision may only be approved at a General Extraordinary Shareholders’ Meeting, at which shares representing five percent or more of the capital stock of the Company have not voted against.

On June 4, 2008, Article 14 of the Company’s Bylaws was further modified at the General Shareholder’s Meeting. These modifications added further restrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares.

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Rights

1.
Applicable to Shareholders, CPOs holders and the CPO Trustee

The shareholder, or group of shareholders representing at least five percent or more of the capital stock, may exercise a derivative action for civil liability against the directors and relevant officers of the Company, provided the complaint includes the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the capital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.

Pursuant to the Mexican Securities Law, CPOs or ADSs holders, as well as the CPO Trustee, may also exercise the aforementioned civil liability action.

2.
Applicable to Shareholders

The shareholder or group of shareholders representing at least 20% or more of the capital stock may oppose in court the resolutions of the General Shareholders’ Meetings, provided (i) the complaint is filed within the 15 days following the adjournment of the Shareholders’ Meeting, (ii) the plaintiffs have not attended the Shareholders’ Meeting or they have cast their vote against the resolution, and (iii) the complaint states the clause of the Company’s Bylaws or of the legal norm violated, as well as a description of the violation. Shareholders exercising such opposition right must deposit their Shares before a Notary Public or an authorized financial institution and their complaint shall be accompanied by evidence of such deposit. Deposited shares may not be withdrawn until a final judgment is rendered.

The shareholder or group of shareholders representing at least 10% of the capital stock shall be entitled to appoint, at the Annual General Ordinary Shareholders’ Meeting held in order to elect directors, a Regular Member and, as the case may be, his respective alternate. The appointment of any director carried out by a minority may only be reversed when all other directors are also removed, unless the removal is attributable to a justified reason according to the applicable law.

Holders of 10% or more of the capital stock of the Company may require the Chairman of the Board of Directors or of the Audit and Corporate Practices Committee to call a General Shareholders’ Meeting.

The shareholder or group of shareholders representing, at least, 10% of the shares represented at a Shareholders’ Meeting may request that the voting on any matter of which they are not sufficiently informed be postponed and in said case the voting on said matter shall be postponed for three calendar days, without the need for a new call. This right may be exercised only once for the same matter.

In addition, shareholders are entitled to (i) review all information and documents pertaining to the matters for which a Shareholders’ Meeting has been called at the offices of the Company and within at least 15 calendar days of the scheduled date of the meeting; (ii) request that certain relevant issues be dealt with at the meeting that were not originally on the agenda for the meeting, if called for under sundry or general matters in the relevant call for the meeting; (iii) be represented at the meeting by persons designated by them pursuant to standard proxy forms that are to be made available by the Company with at least 15 calendar days prior to the date scheduled for the meeting which will contain the name of the Company, the matters to be discussed at the meeting and spaces for instructions as to the manner of the vote; and (iv) execute agreements between or among different shareholders provided that any such shareholders’ agreement(s) must be disclosed to the Company within five business days following the date of their execution for disclosure thereof to the public through the relevant stock exchanges and disclosure of their existence in the annual reports of the Company, and provided further that such agreements will not affect any voting at any Shareholders’ Meeting of the Company, may not be enforced against the Company and will only be effective among the executing shareholders upon disclosure to the public as aforesaid.

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Limitation of Officers’ and Directors’ Liability

In addition to voting for directors at the Annual Shareholders’ Meeting, shareholders are asked to vote upon the financial statements of the Company and the annual reports of the Board of Directors, the Audit and Corporate Practices Committee, and the General Director. If the holders of a majority of the votes entitled to be cast approve management’s performance, all shareholders are deemed to have released the directors and officers from claims or liability to us or our shareholders arising out of actions taken or any failure to take actions by any of them on our behalf during the prior fiscal year, with certain exceptions. Officers and directors may not be released from any claims or liability for criminal acts, fraud, self-dealing or gross negligence.

Members of the Board of Directors and the officers of the Company shall not incur, individually or jointly, any responsibility for the damages and/or losses they may cause to the Company or its subsidiaries or of entities in which the Company owns 20% or more of the capital stock thereof, derived from acts executed by, or decisions made, by any of them, to the extent that acting in good faith, any of the following exclusions of responsibility applies:


(i)
They fulfill the requirements that the Bylaws and the applicable laws may stipulate for the approval of matters to be dealt with by the Board of Directors or, as the case may be, by committees of which they are members.


(ii)
They make decisions or vote at the meetings of the Board of Directors or, as the case may be, committees to which they belong, based on the information provided by the relevant managers, the corporation providing the external audit services or the independent experts, whose capacity and credibility do not offer a cause for reasonable doubt.


(iii)
They have selected the most suitable alternative, to the best of their knowledge and belief, or negative property damages had not been foreseeable, in both cases, based on the information available at the time of the decision.


(iv)
They fulfill the resolutions of the Shareholders’ Meeting, provided these do not violate the law.

We shall indemnify and hold the directors, the General Director and all other relevant managers of the Company or of the mercantile corporations controlled by the Company harmless from all damages and/or losses that their performance may cause to the Company and the corporations controlled by the Company or in which it has a significant influence, except in the event of deceitful acts or acts in bad faith, unlawful acts in accordance with the applicable legislation or whose indemnity, pursuant to said legislation may not be agreed or granted by the Company. For said purposes, we may obtain liability insurance or any similar insurance and grant any bonds and bails that may be necessary or convenient. All legal costs related to the respective defense shall be payable by us against general expenses, which shall only be refunded to the Company by the director in question, the General Director or the relevant manager in question, when required pursuant to a firm court order releasing the Company from its indemnity obligations.

Liquidation Rights

Any liquidation of the Company shall be carried out in the manner provided under the valid General Law of Mercantile Companies. The shareholders’ meeting, in the act of agreeing to the dissolution, should establish the rules that, in addition to the legal provisions and the provisions provided herein, should dictate the actions of the liquidators. Holders of 75% of the votes entitled to be cast are required to approve a liquidation of the Company.

Dividends

Dividends are declared by the shareholders. All holders of common stock (represented by Shares, CPOs or ADSs) will share equally on a per share basis in any dividend declared by our shareholders.

Certain Voting Rights

Our only class of outstanding capital stock consists of Shares. Shares, when properly issued, are fully voting shares of capital stock without par value.

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Preemptive and Other Rights

In case of a capital increase, except in the case of treasury shares (in which case no preemptive rights applies), the holders of Shares have the preemptive right to subscribe for the new shares issued as a result of a capital increase, in proportion to the number of Shares owned by each of them.

C. Material Contracts

See Item 4. “Information on the Company - History and Development of the Company” and Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital Resources.”

D. Exchange Controls

There are currently no exchange controls in Mexico; however, Mexico has imposed foreign exchange controls in the past. Pursuant to the provisions of the USMCA, if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors.

E. Taxation

United States Federal Income and Mexican Federal Taxation

The following is a summary of certain United States federal income tax and certain Mexican federal tax consequences related to the acquisition, ownership, and disposition of our ADSs by certain holders.

The Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and a Protocol thereto between the United States and Mexico became effective on January 1, 1994 and has been amended by additional protocols (collectively, the “Tax Treaty”). The United States and Mexico have also entered into an agreement concerning the exchange of information with respect to tax matters.

This summary is not intended as tax advice to any particular holder of ADSs, which can be rendered only in light of that holder’s particular circumstances. Accordingly, each holder of ADSs is urged to consult such holder’s tax advisor with respect to the specific tax consequences to such holder of the acquisition, ownership and disposition of our ADSs, including the availability and applicability of any tax treaty to such holder.

The summary with respect to certain United States federal income tax consequences is based on the Internal Revenue Code of 1986 (the “Code”), the Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date of this Annual Report and as applicable in the current taxable year, and all of which are subject to change, possibly with retroactive effect, or to different interpretations. The summary with respect to certain Mexican federal taxes is based on the Mexican federal tax laws, the Tax Treaty, regulations issued thereunder, rulings and general rules issued by the Ministry of Finance and Public Credit ( Secretaría de Hacienda y Crédito Público ), official pronouncements and judicial decisions, all as of the date of this Annual Report, and all of which are subject to change, possibly with retroactive effect, or to different interpretations.

General

For purposes of this summary, a “U.S. holder” means a beneficial owner of ADSs, who is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state therein or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of source, or (iv) a trust, if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in place to be treated as a United States trust. A “non-U.S. holder” is any holder other than a U.S. holder (and that is not a partnership or other entity that is a flow-through entity for U.S. tax purposes). The tax treatment of persons who hold their ADSs through a partnership (including an entity treated as a partnership or other flow-through entity for U.S. federal income tax purposes) generally will depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding ADSs should consult their tax advisors.

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For purposes of this summary, a “non-resident U.S. holder” is a U.S. holder that is a non-resident of Mexico for Mexican federal tax purposes and that does not have a permanent establishment in Mexico. In general, for Mexican federal tax purposes, an individual is a resident of Mexico if he has established his home in Mexico, unless he has a home both in Mexico and abroad; in such case, an individual will be considered to be a resident of Mexico if the individual’s “center of vital interests” is in Mexico. For these purposes, the center of vital interests will be considered to be located in Mexico, among other cases, if either (i) more than 50% of the individual’s total income in a calendar year is derived from sources in Mexico, or (ii) the main center of the individual’s professional activities is located in Mexico. Mexican nationals who are state officials or state workers are deemed to be residents of Mexico, even though their individual center of vital interests is located abroad. A Mexican national is presumed to be a resident of Mexico unless such person can demonstrate otherwise. A legal entity is a resident of Mexico if it maintains the principal administration of its business or the effective location of its management in Mexico. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican federal income tax purposes, all income attributable to such permanent establishment will be subject to Mexican federal income tax, in accordance with applicable laws.

If an individual or legal entity ceases to be a resident of Mexico for Mexican federal tax purposes, such individual or legal entity must make certain filings with the Mexican tax authorities generally within a 15-day period before its change of residency.

A non-resident of Mexico is an individual or legal entity that does not satisfy the requirements to be considered a resident of Mexico for Mexican federal tax purposes.

Certain Mexican Federal Tax Consequences

This summary of certain Mexican federal tax consequences relates only to non-resident U.S. holders of our ADSs. This summary does not address all of the Mexican tax consequences that may be applicable to specific holders of the Shares (including a holder that controls the Company, an investor that holds 10% or more of the Shares or holders that constitute a group of persons for purposes of Mexican law).

Dividends - Dividends distributed from net taxable profits generated after or during 2014, either in cash or in any other form, paid with respect to the Shares underlying the CPOs represented by our ADSs generally will  be subject to a 10% Mexican withholding tax. Our ADSs are not subject to Mexican withholding tax if such dividends were distributed from the net taxable profits generated before 2014.  However, a U.S. Holder that is eligible to claim the benefits of the Tax Treaty may be exempt from or subject to a lower withholding tax rate on dividends paid with respect to the shares underlying the CPOs, including those CPOs represented by ADSs.

Capital Gains - Capital gains arising from the sale or other disposition of our ADSs carried out through a stock exchange recognized under applicable Mexican tax law, generally will be subject to a 10% Mexican income tax to be withheld by the financial intermediary, except in cases when the transferor asserts its residency in a country with which Mexico has entered into a tax treaty for the avoidance of double taxation, in which case the non-resident holder will not be subject to Mexican tax.

In compliance with certain requirements, gains on the sale or other disposition of ADSs made in circumstances different from those set forth in the prior paragraph generally would be subject to Mexican tax, at the general rate of 25% of the gross income, regardless of the nationality or residence of the transferor. However, under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of our ADSs in a transaction that is not carried out through the Mexican Stock Exchange or other approved securities markets, so long as the holder did not own, directly or indirectly, 25% or more of our outstanding capital stock (including shares represented by our ADSs) within the 12-month period preceding such sale or other disposition.

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Deposits and withdrawals of ADSs will not give rise to any Mexican tax or transfer duties.

In general, commissions paid in brokerage transactions for the sale of our ADSs on the Mexican Stock Exchange are subject to a value-added tax of 16%.

Other Mexican Taxes - There are no Mexican inheritance, succession taxes or value-added taxes applicable to the ownership, transfer or disposition of our ADSs. Gratuitous transfers of our ADSs may, in some circumstances, subject the recipient to Mexican federal income tax. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-resident U.S. holders with respect to our ADSs.
Certain United States Federal Income Tax Consequences

U.S. Holders

The following is a summary of certain United States federal income tax consequences to U.S. holders of the acquisition, ownership and disposition of ADSs. This discussion does not purport to be tax or legal advice and may not be applicable depending upon a U.S. holder’s particular situation.

Each U.S. holder should consult such U.S. holder’s own tax advisor with respect to the current and, possibly future, U.S. federal, state, local and foreign tax consequences to such U.S. holder of the acquisition, ownership and disposition of ADSs.

This summary is directed solely at U.S. holders that hold their ADSs as capital assets and whose functional currency is the Dollar. This summary does not discuss all of the U.S. federal income tax consequences that may be relevant to U.S. holders, particularly those that may be subject to special treatment under U.S. federal income tax laws, including, but not limited to, partnerships, banks, financial institutions, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt investors, expatriates, former long-term U.S. residents, U.S. holders that reside outside the United States, persons who received shares in return for services rendered or in connection with their employment, securities traders who elect to account for their investments in ADSs on a mark-to-market basis, persons that own (or are deemed to own for U.S. tax purposes) 10% or more of the voting stock or value of the Company, U.S. Holders that must accrue income pursuant to Section 451(b) of the Code, or persons that hold their ADSs as part of a hedge, straddle, conversion or other integrated transaction. This summary does not discuss any United States federal estate, gift or alternative minimum tax consequences or the tax laws of any state, local or foreign government that may be applicable.

For United States federal income tax purposes, a holder of an ADS generally will be treated as the beneficial owner of the CPOs represented by such ADS and such CPOs should represent a beneficial interest in the underlying Shares represented by such CPOs.

Distributions - Distributions with respect to our ADSs (without reduction for Mexican withholding tax) that are paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in the gross income of a U.S. holder as dividend income when the distributions are received by CPO trustee, and, in general, will not be eligible for the dividends received deduction otherwise allowable to U.S. holders that are corporations. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a nontaxable return of the U.S. holder’s adjusted tax basis in its ADSs to the extent of such tax basis, and then as gain from the sale or exchange of a capital asset.

A U.S. holder may be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign tax credit in respect of any Mexican income taxes withheld on dividends received in respect of the ADSs. Subject to certain limitations, a U.S. holder who does not elect to claim a credit for any foreign income taxes paid during the taxable year may instead claim a deduction in respect of such income taxes provided the U.S. Holder elects to deduct (rather than credit) all foreign income taxes for that year. Dividends received in respect of ADSs generally will be treated as foreign-source income, and generally will be treated as passive category income for most U.S. Holders. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex, and U.S. holders should consult their own tax advisors regarding the availability of foreign tax credits under their particular circumstances.

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The amount of any dividend paid in Pesos will be includible in a U.S. Holder’s gross income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the pesos are actually or constructively received by the CPO trustee, regardless of whether the Pesos are converted into Dollars at that time. A U.S. holder will have a basis in the Pesos received equal to their Dollar value on the date of receipt. If the distribution is converted into Dollars on the date of receipt, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Any gains or losses resulting from the conversion of Pesos into Dollars after the date on which the distribution is received generally will be treated as U.S. source ordinary income or loss.

Subject to certain exceptions for short-term and hedged positions, dividends received with respect to the ADSs by an individual U.S. holder generally will be subject to United States federal income tax at preferential rates applicable to long-term capital gain if the dividends are “qualified dividends.” Qualified dividends with respect to an individual U.S. holder generally include dividends that are received from a “qualified foreign corporation”, provided the U.S. holder meets certain holding period requirements with respect to its ownership of such qualified foreign corporation. A qualified foreign corporation generally includes a foreign corporation if (A) (i) its shares, including its ADSs, are readily tradable on an established securities market in the United States, or (ii) it is eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service (“IRS”) has approved for purposes of the qualified dividend rule, and (B) it was not a passive foreign investment company (“PFIC”) in the taxable year in which the dividend was paid or in the preceding taxable year. The U.S. Treasury has approved the Tax Treaty for the purposes of the qualified dividend rules, and we believe that we should be eligible for the benefits of the Tax Treaty. Further, as discussed below, we believe that we are not a PFIC. Therefore, we believe that dividends paid to an individual U.S. holder with respect to the ADSs may be subject to U.S. federal income tax at preferential rates applicable to long-term capital gain, provided such U.S. holder otherwise meets the requirements for the application of such rate. U.S. holders should consult their tax advisers regarding the availability of the preferential dividend tax rates in light of their particular circumstances.

Dispositions - In general, upon the sale or other disposition of ADSs, a U.S. holder will recognize gain or loss equal to the difference between the amount realized on the sale or disposition (in Dollars, generally determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency) and the U.S. holder’s adjusted tax basis in the ADSs (in Dollars). The gain or loss generally will be long-term capital gain or loss if the ADSs have been held for more than one year on the date of the sale or other disposition. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations. Deposits and withdrawals of CPOs by a U.S. holder in exchange for ADSs generally will not result in the realization of gain or loss for U.S. federal income tax purposes. Unless treated otherwise pursuant to an applicable tax treaty, gain or loss recognized by a U.S. holder on a sale or other disposition of ADSs generally will be treated as gain or loss from sources within the United States for United States foreign tax credit purposes.

In addition, under current law, certain U.S. Investors that are individuals, estates or trusts are required to pay an additional 3.8% tax on various types of investment income. Such U.S. Investors should consult their tax advisors regarding the applicability and the effect of this tax with respect to an investment in our ADSs.

PFIC - A non-U.S. corporation is a PFIC for any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries:


•
75% or more of its gross income consists of passive income; or


•
50% or more of the average quarterly value of its gross assets consists of assets that produce, or are held for the production of, passive income.

“Passive income” for this purpose includes, for example, dividends, interest, royalties, rents and gains from commodities and securities transactions. Passive income does not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation’s assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income for purposes of the PFIC income and asset tests.

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We believe that we were not a PFIC for United States federal income tax purposes. However, because PFIC status depends upon the annual composition of our income and assets and the market value of our assets (including certain equity investments of less than 25%) and because the characterization of certain income and assets is uncertain under the PFIC rules, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held ADSs, certain adverse consequences could apply to such U.S. holder.
In general, if we were treated as a PFIC for any taxable year, gain recognized by a U.S. holder on the sale or other disposition of ADSs would be allocated ratably over the U.S. holder’s holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such amounts. Further, generally, to the extent any distribution during a taxable year to a U.S. holder in respect of ADSs exceeds 125% of the average of the annual distributions in respect of such ADSs received by such U.S. holder during the preceding three taxable years; such “excess distribution” would be subject to taxation as described in the preceding sentence. Certain elections may be available to mitigate the adverse consequences resulting from PFIC status.

If we were regarded as a PFIC, a U.S. Holder would be required to file an annual information return on IRS Form 8621 relating to the holder’s ownership of the shares or ADSs. A failure to file this return will suspend the statute of limitations with respect to any tax return, event, or period to which such report relates (potentially including with respect to items that do not relate to a U.S. Holder’s investment in the ADSs). This requirement would be in addition to other reporting requirements applicable to ownership in a PFIC.

Information Reporting and Backup Withholding - Dividends on, and proceeds from the sale or other disposition of, ADSs paid to a U.S. holder generally may be subject to the information reporting and backup withholding rules under the Code unless such U.S. holder (i) is a corporation or comes within certain exempt categories, and demonstrates this fact when so required, or (ii) provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules - such as by providing an IRS Form W-9. Any amount withheld under these rules generally will be allowed as a credit against the U.S. holder’s United States federal income tax liability, provided certain information is timely provided to the IRS.

Certain U.S. Holders (including individual U.S. Holders) that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Form 8938 requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required results in penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-U.S. branch or subsidiary of a U.S. institution and a U.S. branch of a non-US institution.

Non-U.S. Holders

A non-U.S. holder generally will not be subject to United States federal income or withholding tax on dividends received with respect to ADSs, unless such income is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, if such income is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States).

A non-U.S. holder of ADSs will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of ADSs, unless (1) such gain is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, such gain is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States), or (2) in the case of gain realized by an individual non-U.S. holder, such non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met.

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Although non-U.S. holders generally are exempt from backup withholding, a non-U.S. holder may be required to comply with U.S. backup withholding and FATCA with certification and identification procedures in order to establish such exemption - such as by providing the applicable IRS Form W-8.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents On Display

All documents concerning the Company referred to herein may be inspected at our offices in Mexico City. We will provide a summary of such documents in English upon request. In addition, we file reports, including annual reports on Form 20-F, and other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. Any filings we make electronically with the SEC will be available to the public over the Internet at the SEC’s website http://www.sec.gov .

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.

ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information includes “forward-looking statements” that involve risk and uncertainties. Actual results could differ from those presented. All information below is presented under IFRS as of December 31, 2024, in pesos.

We are exposed to market risks arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. We use derivative instruments, on a selective basis, to manage these risks. We do not use derivative instruments for trading or speculative purposes. We maintain and control our treasury operations and overall financial risk through policies approved by senior management and our Board of Directors. See Note 25 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein for additional disclosures about market risk.

Foreign Currency Risk

Historically, a majority of the Company’s revenues have been denominated in U.S. dollars, while approximately half of our costs and expenses have been denominated in Pesos. As such, the Company is exposed to foreign currency risk and may occasionally use currency derivatives to manage alternating levels of exposure. These derivatives allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

The Company’s income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar. Given that a large proportion of the Company’s revenues are denominated in U.S. dollars, the Company has sought to reduce its exposure to foreign currency risk by holding a portion of its debt in U.S. dollars. Currently, approximately 87% of the Company’s indebtedness is denominated in U.S. dollars.

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The Company currently believes that its strategy of holding a portion of its debt as U.S. dollar-denominated debt will allow it to effectively manage its foreign currency risk without the use of currency derivatives or other hedging instruments. However, the Company has in the past, and may from time to time in the future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage its foreign currency risk. These derivatives should allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

At December 31, 2024 and 2023, the Company had monetary assets and liabilities denominated in currencies other than the Mexican Peso as follows:

December 31
(in thousand Pesos)
2024
2023
Assets
$
830,552
$
394,568
Liabilities
(1,123,150
)
(429,188
)
$
(292,598
)
$
(34,620
)

The objective of the Company when using derivatives is always to manage specific risks and exposures, and not to trade such instruments for profit or loss.

Interest Rate Risk

We depend upon debt-financing transactions, including debt securities, bank and vendor credit facilities and leases, to finance our operations. These transactions expose us to interest rate risk, with the primary interest rate risk exposure resulting from changes in the relevant base rates (CETES, TIIE, SOFR and/or Prime rate) which are used to determine the interest rates that are applicable to borrowings under our credit facilities. We are also exposed to interest rate risk in connection with the refinancing of maturing debt.

The table below provides information about the Company’s debt obligations. For debt obligations, the table represents principal cash flows and related weighted average interest rates by expected maturity dates. The information is presented in millions of pesos, which is the Company’s reporting currency.

Breakdown of Fixed and Variable Rates of Financial Obligations (1)(2)
Expected Maturity
(in millions of pesos)
2025
2026
2027
2028
Thereafter
Total
Fair
Value
Long term Liabilities
Fixed Rate
$
268.3
$
23.3
$
16.4
$
16.8
$
43.2
$
368.0
$
368.0
Average Interest Rate
13.39
%
9.12
%
8.59
%
8.75
%
10.75
%
12.18
%
**
Variable Rate
$
14.7
$
22.5
$
25.9
$
31.1
$
255.7
$
349.9
$
349.9
Average Interest Rate
6.98
%
—
—
—
—
6.98
%
**

(1)
Information as of December 31, 2024.
(2)
Considers debt obligations and liabilities associated with our long-term operating leases.
**
Not applicable

From time to time, we use derivative financial instruments such as interest rate cap transactions for hedging purposes in order to reduce our exposure to increases in interest rates. The Company is not currently hedging its interest rate exposure through the use of any derivative financial instruments.

89
Commodity Price Risk

The Company is exposed to price changes in the commodities markets for certain inventory goods, and specifically fuel. The Company purchases its diesel fuel on the spot market within Mexico, and it purchases ship bunker fuel in the United States for certain of its operations. These purchases are affected by price changes in the international energy commodity market. In the past, the Company has entered into derivatives transactions for fuel and other commodities to manage these risks and may continue to engage in similar transactions in the future.

Inflation Rate Risk

A substantial increase in the Mexican inflation rate would have the effect of increasing our Peso-denominated costs and expenses, which could affect our results of operations and financial condition. High levels of inflation may also affect the balance of trade between Mexico and the United States and other countries, which could adversely affect our results of operations.

Derivative Instruments

As of December 31, 2024, the Company was not holding any derivative instruments for hedging purposes.

ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

The Bank of New York Mellon, the depositary, collects its fees for delivery and surrender of ADSs directly from investors depositing CPOs or surrendering ADSs for the purpose of withdrawal, or from intermediaries acting on their behalf. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees. The depositary may collect its annual fee for depositary services by making deductions from capital distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing CPOs must pay:
For:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
•
Issuance of ADSs, including issuances resulting from a distribution of CPOs or rights or other property
•
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement is terminated
US$.02 (or less) per ADS
•
Any cash distribution to registered holders of ADSs
US$.02 (or less) per ADSs per calendar year
•
Depositary services
A fee equivalent to the fee that would be payable if securities distributed to holders had been CPOs and the CPOs had been deposited for issuance of ADSs
•
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to registered holders of ADSs
Registration or transfer fees
•
Transfer and registration of CPOs on the register to or from the name of the depositary or its agent when a holder deposits or withdraws CPOs
Depositary expenses
•
Cable, telex and facsimile transmissions as expressly provided in the deposit agreement
•
Converting foreign currency to U.S. dollars
Taxes and other governmental charges payable by the depositary or the custodian on any ADSs or CPOs underlying ADSs, for example, stock transfer taxes, stamp duty or withholding taxes
•
As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities
•
As necessary

90
Fees payable by the depositary

The depositary has agreed to reimburse us for expenses we incur in connection with the establishment of the ADS facility, including legal fees, fees due to the previous depositary, investor relations expenses and other facility-related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. The depositary has also agreed to pay its standard out-of-pocket administrative, maintenance and shareholder services expenses for the ADSs. Such expenses include the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile and telephone calls, and certain investor relationship programs or special investor relations promotional services. We did not receive any reimbursements from the depositary during the years ended December 31, 2022, 2023 and 2024, respectively.

PART II

ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See Item 4. “Information on the Company - History and Development of the Company.- Reclassification of Series A and Series L”

ITEM 15.
CONTROLS AND PROCEDURES

(a)
Disclosure Controls and Procedures

As of December 31, 2024, the Company carried out an evaluation, under the supervision and with the participation of management, of the effectiveness of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting, specifically related to period-end financial reporting controls due to lack of sufficient internal accounting personnel and segregation of duties.

It is important to note that this material weakness did not result in any misstatements or restatements of the Company’s previously issued financial statements, and management believes the consolidated financial statements included in this Annual Report on Form 20-F fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented.

91
(b)
Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. In accordance with this responsibility, management conducted an evaluation of the effectiveness of our internal control over financial reporting concluding that was not effective as of December 31, 2024, due to ineffective controls over period end financial reporting, which is considered as a “material weakness”, without this leading to errors or restatements of the Company’s previously issued financial statements  and has implemented the following plan:

Remediation Plan

Management has initiated a remediation plan to address this matter, which includes enhancing the accounting and financial reporting team, improving segregation of duties, providing additional training, and implementing expanded monitoring and oversight controls. These actions are designed to remediate the identified weakness and to strengthen the overall control environment.

We remain confident that these improvements will reinforce the reliability of our financial reporting, strengthen our control environment, and allow us to meet all 2025 filing requirements on time.

(c)
Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

ITEM 16.
[RESERVED]

ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of Grupo TMM maintains an Audit and Corporate Practices Committee which is comprised of three independent directors, each of whom has significant experience in analyzing and evaluating financial reports and an understanding of internal controls and procedures for financial reporting. On April 28, 2024, the General Assembly of Shareholders appointed as independent director Mr. Francisco Javier García-Sabaté Palazuelos, who is considered a financial expert in accordance with the standards described in Section 407 of the Sarbanes Oxley Act of 2002.

ITEM 16B.
CODE OF ETHICS

Grupo TMM has adopted a code of ethical conduct entitled, “Code of Ethics,” covering all its officers, including its principal executive officer, principal financial officer and principal accounting officer, and all of its employees. We will provide a copy of the Company’s Code of Ethics free of charge upon written request sent to Grupo TMM, Convento Acolman 58-B, Jardines de Santa Mónica, 54050, México, Attn: Human Resources.

We have not granted any waivers to any provision of our Code of Ethics to any officer, employee or member of the Audit or Corporate Practices Committee during the Company’s fiscal year ended December 31, 2024.

ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table reflects our principal accounting fees and services for the years 2024 and 2023:

92
GRUPO TMM, S. A. B.
Summary of Auditors’ Payments
(In thousands of Pesos)
As of December 31,
2024
2023
Audit Fees (a)
$
5,930.0
$
6,500.8

(a)
“Audit Fees” means the aggregate fees billed for professional services rendered by our independent registered public accountant for the audit of our Annual Financial Statements, the Annual Report filed with the SEC and review of our SEC filings.

The Company’s Audit Committee pre-approves all fees for the services provided by the independent auditors, including the fees for 2023 and 2024, in accordance with the Company’s policies and procedures.

ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G.
CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.
MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J.
INSIDER TRADING POLICIES

Grupo TMM's Board of Directors has established insider trading policies and procedures to provide guidance on the purchases, sales and other dispositions of our securities by our officers, directors, employees and other relevant persons, with the goal of promoting compliance with applicable insider trading laws, rules and regulations.

Our Insider Trading Policy is filed as Exhibit 11.1 to this Form 20-F.

ITEM 16K.
CYBERSECURITY


Risk Management and Strategy



Grupo TMM’s cybersecurity strategy is designed to ensure the confidentiality, integrity, and availability of our systems and information, facilitated by a cloud-based IT infrastructure provided by leading service providers such as Microsoft, Rackspace, and Amazon Web Services.


93

The processes for assessing, identifying, and managing material cybersecurity risks include continuous monitoring and threat detection by Amazon Web Services (“AWS”) and Rackspace’s 24/7 Security Operations Center tools. These tools monitor network traffic, system logs, and user activities. Our Information Technology (“IT”) team also plays a crucial role by constantly monitoring security alerts from our systems using the tools available in the security consoles of our service providers, categorizing incidents as high, medium, or low-level. In emergencies, our first-level internal IT team can halt operations if necessary.



Our incident response protocol begins by logging all incidents into Grupo TMM’s internal help desk platform, where we track their origin and severity. Primarily, we encounter attempts at penetration through malicious emails that bypass Microsoft’s security filters. Upon detection, such emails are immediately quarantined, and the sender’s domain is blacklisted. Our internal IT team also manages incident response, maintains firewalls, oversees distributed denial-of-service (“DDoS”) protection, implements Identity and Access Management (“IAM”) with Multi-Factor Authentication (“MFA”), enforces role-based access control, ensures data encryption, and provides compliance support using our service providers’ tools and personnel.



We have a contract with an external company that provides managed IT and security services. Any incident detected by TMM’s internal staff requiring a second level of attention is escalated to them. In emergencies or high-priority situations, incidents are escalated directly to AWS for ERP-related issues, to Rackspace for issues involving company operating systems or websites, and to Microsoft for Office 365 platform issues.



AWS hosts our ERP (SAP S/4 HANA) and provides network firewalls, DDoS mitigation, IAM, MFA, data encryption, monitoring and logging with AWS CloudTrail, compliance support, vulnerability management, advanced threat detection, and daily backups. Regular vulnerability scans inform Grupo TMM’s IT team promptly of critical vulnerabilities.



Our organizational communication is based on the Microsoft 365 platform, incorporating cybersecurity features like Advanced Threat Protection (ATP), email encryption, Data Loss Prevention (DLP), and Multi-Factor Authentication (MFA). Rackspace hosts specific applications and websites for Grupo TMM companies, offering continuous security monitoring, incident response, managed firewalls, DDoS protection, IAM with MFA, role-based access control, data encryption, daily backups, and compliance support.



Collaboration with our service providers offers significant benefits in security, cost efficiency, scalability, and compliance. Leveraging their expertise and offerings is crucial for our comprehensive cybersecurity and risk management strategy.



AWS and Rackspace provide extensive risk management frameworks, including continuous monitoring, threat intelligence, and automated responses to security incidents, enhancing our proactive risk management capabilities. Outsourcing security to AWS and Rackspace allows us to focus on core business activities while benefiting from their security expertise in protecting our data and systems.



We have access to state-of-the-art security tools and technologies continually updated to address the latest cyber threats. AWS offers services like AWS Shield for DDoS protection, AWS Identity and Access Management (IAM), and AWS GuardDuty for continuous threat detection and monitoring. Rackspace provides managed security services, including a 24/7 Security Operations Center, incident response, and vulnerability management. Both AWS and Rackspace support compliance with major global regulatory standards such as the General Data Protection Regulation (“GDPR”), the Health Insurance Portability and Accountability Act (“HIPAA”), the Payment Card Industry Data Security Standard (“PCI-DSS”), and the International Organization for Standardization (“ISO”) 27001.



Scalable solutions allow us to adjust resources according to demand, ensuring efficient security measures without compromising protection. Using AWS and Rackspace cloud services, we achieve significant cost savings through economies of scale, avoiding high costs associated with maintaining on-premises infrastructure.



Advanced data backup and disaster recovery solutions ensure business continuity in cyber incidents. AWS’s data protection services and Rackspace’s daily data backups minimize downtime and data loss in disasters. AWS and Rackspace conduct automated security assessments and advanced threat detection to promptly address vulnerabilities in our hosted services.


94

Our strategy not only safeguards IT operations but also enhances protection against evolving cyber threats. Regular employee training and awareness programs, with ongoing communication and training for all employees, are crucial for maintaining cybersecurity. We believe our employees are our first line of defense against potential vulnerabilities.



As of today, we are pleased to report that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition. Minor incidents, primarily involving the reception of malicious emails bypassing Microsoft’s filters, have occurred. In many cases, user actions did not jeopardize our systems. Ongoing communication and training efforts ensure employees remain informed and vigilant against cyber threats.



By leveraging AWS and Rackspace cybersecurity services, Grupo TMM integrates advanced threat detection, vulnerability management, compliance support, incident response capabilities, and expert guidance into our risk management framework. This integration enhances our ability to proactively assess, identify, and manage material cybersecurity risks, effectively safeguarding our systems, data, and operations.


Governance



At Grupo TMM, our Chief Information Officer (“CIO”) leads our cybersecurity strategy, aligning it with industry best practices. We do not have a specific board committee or subcommittee overseeing cybersecurity risks.



The CIO, along with our cloud-service providers and IT team, oversees the integration of advanced threat detection systems, multi-factor authentication, and data encryption protocols with our providers. This compliance with global regulatory standards like GDPR, HIPAA, PCI-DSS, and industry standards like ISO 27001, SOC 1, and SOC 2 is crucial.



Our CIO has extensive experience leading technology, communications, and cybersecurity teams. Notably, he developed the perimeter security strategy for Mexico’s state-owned electric utility company, Comisión Federal de Electricidad (“CFE”), while serving as CIO from 2013 to 2016. Subsequently, he safeguarded CFEnergía and CFE International trading systems from cyber threats. Collaborating with our cloud service providers ensures Grupo TMM benefits from cutting-edge security technologies and practices.



Our IT team notifies the CIO of cybersecurity threats to Grupo TMM’s systems. High-priority incidents prompt the CIO to report to our Chief Executive Officer, Chief Financial Officer, and Board of Directors during quarterly meetings. We proactively aim to prevent incidents in Grupo TMM’s systems by observing and learning from incidents in other companies.



Internally, regular employee training, incident response planning, and continuous cybersecurity risk monitoring foster a robust security culture. This direction not only protects cloud data but also strengthens trust and confidence among employees and stakeholders.



The availability of up-to-date information and ongoing employee training are fundamental pillars in maintaining secure and sustainable operations. The combination of effective governance, the strategic leadership of the CIO, and the support of industry-leading technology providers allows Grupo TMM to maintain a robust cybersecurity posture, effectively protecting its systems, data, and operational infrastructure.

95
PART III

ITEM 17.
FINANCIAL STATEMENTS

Not applicable

ITEM 18.
FINANCIAL STATEMENTS
The following financial statements are filed as part of this Annual Report on Form 20-F.
Contents
Page
Report of Independent Registered Public Accounting Firm (PCAOB Number 1245 )
F-1
Consolidated Statements of Financial Position
F-3
Consolidated Statements of Profit or Loss
F-4
Consolidated Statements of Comprehensive (Loss) Income
F-5
Consolidated Statements of Changes in Stockholders’ Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to the Consolidated Financial Statements
F-8

ITEM 19.
EXHIBITS

Documents filed as exhibits to this Annual Report:

Exhibit
No.
Exhibit
Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on January 15, 2010, together with an English translation (incorporated herein by reference to Exhibit 1.1 of the Company’s Form 20-F filed on June 30, 2010).
2.1**
Specimen Ordinary Participation Certificate, together with an English translation (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1 - Registration No. 33-47334).
Form of Amended and Restated Deposit Agreement (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary and all owners and holders of American Depositary Shares (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
Trust Agreement, dated November 24, 1989 (the “CPO Trust Agreement”), between Nacional Financiera, S.N.C., as grantor, and as CPO Trustee, together with an English translation (incorporated herein by reference to Exhibit 2 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
2.4**
Public Deed, dated January 28, 1992, together with an English translation (incorporated herein by reference to Exhibit 4.5 of the Registration Statement on Form F-1 - Registration No. 33-47334).
Description of securities registered under Section 12 of the Securities Exchange Act of 1934.
List of Significant Subsidiaries.
Section 302 Certification of Chief Executive Officer.
Section 302 Certification of Chief Financial Officer.
Section 906 Certification of Chief Executive Officer.
Section 906 Certification of Chief Financial Officer.

* Filed herewith.
** This was a paper filing and is not available on the SEC website.

96
SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

GRUPO TMM, S.A.B.
By:
/s/ Verónica Tego Sánchez
Verónica Tego Sánchez
Chief Financial Officer
Date:
October 1,
2025

98
Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm
Grupo TMM, S.A.B. and Subsidiaries
December 31, 2024 and 2023

Contents

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graphic
Salles, Sainz – Grant Thornton, S.C.
Periférico Sur 4338
Col. Jardines del Pedregal
04500, Mexico City
www.grantthornton.mx

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Grupo TMM, S.A.B.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Grupo TMM, S.A.B. and subsidiaries (‘Grupo TMM’ or the ‘Company’) as of December 31, 2024 and 2023, the related consolidated statements of profit or loss, comprehensive income or loss, changes in stockholders’ equity, and cash flows, for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the ‘consolidated financial statements’). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Grupo TMM as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (‘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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

graphic

Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
a.
Fair value measurement of properties

As described in Note 2, Grupo TMM applies the revaluation model for its properties (land and buildings), in accordance with IFRS Accounting Standards; under this model, the values of these assets are expressed at their fair value.
We have considered this matter as a critical audit matter due to the significance of the value of properties amounting to $1,535,379 (thousands of pesos) and representing 68% of the property and equipment line item, and the significant effect of estimates and assumptions used in determining the fair value, which are based on market information and observable data that may differ from the actual prices that can be achieved in market transactions as of the reporting date. Our audit procedures included, among others, the following:
•
we incorporated independent valuation experts to assist us in:

-
verifying the characteristics and conditions of the properties;
-
validating the methodology and data used; and
-
corroborating the reasonableness of the unobservable data considered in the calculation.
•
we validated the appropriate recognition of the accounting effects of fair value measurements, including the effect on deferred income tax; and

•
we verified compliance with disclosures regarding accounting policies and aspects related to fair value measurements.
b.
Impairment of long-lived assets

The value of Grupo TMM’s long-lived assets, including intangible assets with indefinite useful lives (brands), amounts to $2,518,396 (thousands of pesos) and represents 63% of the total assets. In accordance with IFRS Accounting Standards, Grupo TMM is required to perform impairment tests annually or more frequently if events or changes in circumstances indicate a possible impairment.
An impairment loss is recognized for the amount by which the carrying amount of the cash-generating unit exceeds its recoverable amount, which is the higher of fair value less costs to sell and value in use. To determine the value in use, Management estimates the expected future cash flows of each cash-generating unit and determines an appropriate interest rate to discount those cash flows.
We have considered this matter as a critical audit matter due to the importance of long-lived assets in relation to the consolidated financial statements and the complexity of accounting requirements for determining the recoverable amount and the high degree of uncertainty in the data and assumptions used. Regarding the impairment test conducted by Grupo TMM, the audit procedures applied included, among others:
•
we evaluate the appropriate identification of the cash-generating units of the Company;
•
we engaged an independent valuation expert to assist us in understanding and validating the assumptions, methodologies, and data used by the Company, in particular:
-
the projections of future cash flows for each of the cash-generating units;
-
the reasonableness of the growth rates used compared to the Company’s historical growth rates and industry averages; and
-
the appropriate determination of the discount rate, including the reasonableness of the data used by the Company.

•
we validate the appropriate determination, if applicable, of any impairment loss and its appropriate accounting recognition; and

•
we verify compliance with disclosures regarding accounting policies and aspects related to the impairment of long-lived assets.
We have served as the Company’s auditor since 2005.

/s/ Salles, Sanz
Grant Thorton, S.C.
Auditor Firm ID number: 1245

Mexico City, Mexico
October 14, 2025

Consolidated statements of financial position
As at December 31, 2024 and 2023
(Amounts in thousands of pesos, except number of shares)

2024
2023
Assets
Current
Cash and cash equivalents (Note 6)
$
207,110
$
98,379
Restricted cash (Note 6)
-
1,665
Trade receivables, net (Note 7)
696,841
307,753
Other accounts receivable (Note 8)
210,841
214,091
Related parties (Note 14)
74,187
70,078
Materials and supplies
33,587
43,505
Prepaid expenses
163,649
144,700
Total current assets
1,386,215
880,171
Non-current
Other accounts receivable non-current (Note 8)
63,019
195,473
Property and equipment, net (Note 9)
2,271,299
1,826,132
Right-of-use assets, net (Note 10)
67,205
147,951
Intangible assets (Note 11)
156,458
160,116
Other non-current assets
47,716
56,987
Total non-current assets
2,605,697
2,386,659
Total assets
$
3,991,912
$
3,266,830
Liabilities
Short-term
Short-term portion of the financial debt (Note 13)
$
102,388
$
64,139
Short-term leases liabilities (Note 10)
22,419
67,143
Trade payables
356,200
350,653
Accounts payable and accrued expenses (Note 15)
588,471
340,744
Related parties (Note 14)
172,409
147,098
Total short-term liabilities
1,241,887
969,777
Long-term
Long-term portion of the financial debt (Note 13)
374,660
12,374
Long-term lease liabilities (Note 10)
60,183
100,436
Employee benefits (Note 22)
74,682
77,390
Deferred income tax (Note 20)
132,060
132,476
Total long-term liabilities
641,585
322,676
Total liabilities
1,883,472
1,292,453
Stockholders’ equity (Note 16):
Share capital
2,368,711
2,368,711
Treasury shares
( 46,805
)
( 46,805
)
Accumulated results
( 939,418
)
( 1,081,934
)
Other components of equity
697,089
705,851
Controlling interest
2,079,577
1,945,823
Non-controlling interest
28,863
28,554
Total stockholders’ equity
2,108,440
1,974,377
Total liabilities and stockholders’ equity
$
3,991,912
$
3,266,830

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

Consolidated statements of profit or loss
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands of pesos, except per share amounts and number of shares)

2024
2023
2022
Revenues (Note 17)
$
1,753,576
$
1,218,647
$
1,683,056
Costs and expenses:
Salaries, wages and employee benefits (Note 22)
314,931
274,954
285,316
Leases of properties and equipment (Note 10)
813,819
531,468
700,449
Operative and administrative services
256,048
217,596
345,215
Fuel, materials and supplies
99,473
81,827
194,029
Depreciation, amortization and loss from revaluation
95,231
125,122
99,519
Other costs and expenses
17,699
16,776
15,639
1,597,201
1,247,743
1,640,167
Profit (loss) before other income (expenses)
156,375
( 29,096
)
42,889
Other income (expenses) (Note 18)
56,299
65,787
( 10,378
)
Operating profit
212,674
36,691
32,511
Financing cost:
Interest income
2,272
2,049
533
Interest expense and other financial costs (Note 19)
( 48,128
)
( 63,066
)
( 61,563
)
Exchange (loss) gain, net
( 52,023
)
19,584
( 169
)
( 97,879
)
( 41,433
)
( 61,199
)
Profit (loss) before taxes
114,795
( 4,742
)
( 28,688
)
Income tax benefit (Note 20)
-
20,200
29,591
Net income for the year
$
114,795
$
15,458
$
903
Attributable to:
Non-controlling interest
309
( 4,733
)
( 2,638
)
Controlling interest
114,486
20,191
3,541
$
114,795
$
15,458
$
903
Earning per share for the year (Note 23)
Income per share for the year
$
0.656
$
0.169
$
0.035
Weighted average number of shares for the year
174,553,127
119,433,910
102,182,841

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

Consolidated statements of comprehensive income
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands of pesos)

2024
2023
2022
Net income for the year
$
114,795
$
15,458
$
903
Other comprehensive income:
Items that will not be subsequently reclassified to profit or loss
Actuarial gains, net (Note 22)
4,551
8,453
31,121
Revaluation surplus (deficit) (Note 24)
22,974
-
( 58,231
)
Income tax on other comprehensive income
( 8,257
)
( 2,536
)
8,133
Total of other comprehensive income for the year
19,268
5,917
( 18,977
)
Comprehensive income (loss) for the year
$
134,063
$
21,375
$
( 18,074
)
Attributable to:
Non-controlling interest
309
( 4,733
)
( 2,638
)
Controlling interest
133,754
26,108
( 15,436
)
$
134,063
$
21,375
$
( 18,074
)

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

Consolidated statements of changes in stockholders’ equity
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands of pesos, except number of shares)


Number of
outstanding
common shares
Share
capital
Treasury
shares
Accumulated
results
Other
components
of equity
Subtotal
Non
controlling
interest
Total
stockholders’
equity
Balances as of December 31, 2021
102,182,841
$
2,216,733
$
( 46,805
)
$
( 1,165,223
)
$
778,468
$
1,783,173
$
35,925
$
1,819,098
Net income for the year
-
-
-
3,541
-
3,541
( 2,638
)
903
Other comprehensive income
-
-
-
30,399
( 49,376
)
( 18,977
)
-
( 18,977
)
Comprehensive loss for the year
( 15,436
)
( 2,638
)
( 18,074
)
Balances as of December 31, 2022
102,182,841
2,216,733
( 46,805
)
( 1,131,283
)
729,092
1,767,737
33,287
1,801,024
Capital increase (Note 16)
72,370,286 151,978 - - - 151,978 - 151,978
Net income for the year
-
-
-
20,191
-
20,191
( 4,733
)
15,458
Other comprehensive income
-
-
-
29,158
( 23,241
)
5,917
-
5,917
Comprehensive income for the year
26,108
( 4,733
)
21,375
Balances as of December 31, 2023
174,553,127
2,368,711
( 46,805
)
( 1,081,934
)
705,851
1,945,823
28,554
1,974,377
Net income for the year
-
-
-
114,486
-
114,486
309
114,795
Other comprehensive income
-
-
-
28,030
( 8,762
)
19,268
-
19,268
Comprehensive income for the year
133,754
309
134,063
Balances as of December 31, 2024
174,553,127
$
2,368,711
$
( 46,805
)
$
( 939,418
)
$
697,089
$
2,079,577
$
28,863
$
2,108,440

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

Consolidated statements of cash flows
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands of pesos)

2024
2023
2022
Cash flows from operating activities:
Profit (loss) before taxes
$
114,795
$
( 4,742
)
$
( 28,688
)
Adjustments to reconcile the profit with cash used in operating activities:
Depreciation, amortization and loss from revaluation
95,231
125,122
99,519
Other amortizations
7,405 8,736 7,277
Loss from the disposal of property and equipment, net
( 10,042
)
-
57,804
Gain from the sale of subsidiaries
- ( 3,676 ) -
Interest expense
44,735 54,484 55,891
Interest income
( 2,272
)
( 2,049
)
( 533
)
Unrealized exchange loss, net
11,047
5,267
1,479
Impairment of materials and supplies
23,531 - -
Changes in assets and liabilities:
Trade receivables
( 389,088
)
132,106
( 45,804
)
Other accounts receivable and related parties
156,906
70,994
( 19,171
)
Materials and supplies
( 13,613
)
7,756
11,273
Prepaid expenses
( 18,949
)
( 28,844
)
3,507
Other non-current assets
12,929
( 20,514
)
7,698
Restricted cash release 1,665 394 46,144
Accounts payable and accrued expenses
208,998 ( 248,790 ) 34,183
Employee benefits
( 2,708
)
( 7,262
)
( 17,723
)
Total adjustments
125,775
93,724
241,544
Cash from operating activities
240,570
88,982
212,856
Cash from investing activities
Proceeds from sale of property, vessels and equipment
13,165
-
8,853
Acquisition of property and equipment
( 469,460
)
( 131,345
)
( 25,231
)
Proceeds from the sale subsidiaries
-
10,000
-
Interest received
2,272
2,049
533
Cash used in investing activities
( 454,023
)
( 119,296
)
( 15,845
)
Cash flow from financing activities
Capital increase
- 151,978 -
Increase of debt
412,349
28,068
4,300
Payments (increase) of debt related parties
- ( 18,584 ) 3,550
Payments of debt
( 25,614
)
( 24,027
)
( 35,504
)
Lease payments
( 67,204
)
( 78,437
)
( 97,807
)
Interest paid
( 4,784
)
( 8,360
)
( 8,571
)
Cash from (used in) financing activities
314,747
50,638
( 134,032
)
Exchange effect on cash
7,437
( 16,678
)
( 7,813
)
Increase in cash and cash equivalents
108,731
3,646
55,166
Cash and cash equivalents, beginning of year
98,379
94,733
39,567
Cash and cash equivalents, end of year
$
207,110
$
98,379
$
94,733
Supplementary information:
Income tax paid
$
8,674
$
4,452
$
3,173

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


Notes to the consolidated financial statements
December 31, 2024 and 2023
(Amounts in thousands of pesos, except number of shares and where otherwise indicated)
1
General information and nature of operations

Main activity
Grupo TMM, S.A.B. and subsidiaries (‘Grupo TMM’ or the ‘Company’) is a Mexican company whose principal activity is providing multimodal transport and logistics services to premium customers throughout Mexico. Company’s shares are listed and are traded in the form of ordinary participation certificates (‘CPOs’) on the Mexican Stock Exchange under the ticker symbol ‘TMM A’, and in the form of American Depositary Receipts (‘ADRs’) on the New York Stock Exchange on the OTC market under the ticker symbol TMM.

Grupo TMM’s head office is located at Convento de Acolman Street, 58-B, Col. Jardines de Santa Mónica, C.P. 54050, State of Mexico. Likewise, a significant portion of its maritime division activities is conducted at Calle 55 #2 Col. Electricistas, C.P. 24120, Ciudad del Carmen, Campeche.
The Company’s activities are grouped into the following service divisions:

•
Maritime division : includes specialized offshore shipping services, clean oil, and chemical products shipping, bulk carrier, shipping agency services and other activities related to the maritime transportation business.

•
Maritime infrastructure division : corresponds to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard).

•
Logistics, ports and terminals division : includes the operations of logistics solutions services and container and railcar maintenance and repair services, inland and seaport terminal services.

•
Warehousing division: includes bonded warehouse operations and management.

Structure of Grupo TMM
At December 31, 2024 and 2023, Grupo TMM holds the percentage of equity interest in various subsidiaries, the most significant are as follows:
% of ownership
2024
2023
Maritime
Transportación Marítima Mexicana, S.A. de C.V.
100
%
100
%
Administradora Marítima TMM, S.A.P.I. de C.V.
100 % 100 %
TMM Parcel Tankers, S.A. de C.V.
100 % 100 %
Maritime infrastructure
Inmobiliaria Dos Naciones, S. de R.L. de C.V.
100 % 100 %
Warehousing
Almacenadora de Depósito Moderno, S.A. de C.V. ( Almacén General de Depósito )
100
%
100
%
Saricogui Logística, S.A.P.I. de C.V. 100 % 100
%
Logistics, ports and terminals
TMM Logistics, S.A. de C.V.
100
%
100
%
Autotransportación y Distribución Logística, S.A. de C.V.
100 % 100 %
Prestadora de Servicios MTR, S.A. de C.V.
100
%
100
%
Bimonte, S.A. de C.V.
100
%
100
%
Caoba Energía, S. de R.L. de C.V.
100
%
100
%
Services & Solutions Optimus, S. de R.L de C.V.
100
%
100
%
Servicios Administrativos API Acapulco, S.A. de C.V.
51
%
51
%
Administración Portuaria Integral de Acapulco, S.A. de C.V.
51
%
51
%
Personnel services
Mexschiff Operación de Personal, S.A.P.I. de C.V.
100
%
100
%
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.
100
%
100
%
Perhafen Services Marítimos, S.A.P.I. de C.V.
100
%
100
%
TMM Dirección Corporativa, S.A.P.I. de C.V.
100
%
100
%
Perjomar Operadora, S.A.P.I. de C.V.
100
%
100
%
Property leasing
Inmobiliaria TMM, S.A. de C.V.
100
%
100
%
The Company’s subsidiaries are incorporated in Mexico, where most of their activities take place.

Non-controlling interest in subsidiaries
Grupo TMM holds an equity interest in the subsidiaries Administración Portuaria Integral de Acapulco, S.A. de C.V. (API Acapulco) and Servicios Administrativos API Acapulco, S.A. de C.V., for which there is non-controlling interest; the associated effect on the Company’s consolidated financial statements is considered immaterial. These companies are established and conduct their activities in Mexico, as of December 31, 2024 and 2023, these companies no longer have operations since the concession to operate API Acapulco was not renewed.
Investments in associates
The Company maintains investments in the following associates:

(a)
In July 2014, Grupo TMM contributed $ 40,000 to the capital stock of Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V., which represents 21 % of the voting shares. Since this entity has not started up operations as of the issue date of the consolidated financial statements, Company’s Management decided to reserve the investment in its entirety.

(b)
The Company lost control of its Marítima del Golfo de México y Subsidiarias para el Petróleo, S.A. de C.V. (Marítima del Golfo) before TMM División Marítima, S.A. de C.V. in 2017, retaining 15 % equity in its capital without exerting significant influence. Accordingly, this investment has been classified as an investment in associate. As of December 31, 2024, and 2023, the value of this investment is nil, since the stockholders’ equity of Marítima del Golfo is negative. Moreover, in accordance with the statutes of Marítima del Golfo , the stockholders only assume obligation in connection with their equity up to the amount thereof.
2
Statement of compliance with IFRS and going concern assumption
Grupo TMM’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They have been prepared under the assumption the Company operates on a going concern basis, which assumes the Company will be able to discharge its liabilities as they fall due. In confirming the validity of the going concern basis of preparation, the Company has considered the following specific factors:


•
the Company has generated net income for the last three years presented, with a significant increase in 2024 in which it obtained a net income of $ 114,795 ; likewise, its current assets exceed short-term liabilities by $ 144,328 ;

•
the Company generated cash flows from operating activities in the current year of $ 240,570 , and an increase in cash and cash equivalents in that same period of $ 108,731 ;

•
as of this date the Company has short-term and long-term contracts with various clients in its different operating segments;

•
finally, Management prepares an annual budget and a long-term strategic plan, including an assessment of cash flow requirements, and continues to monitor actual performance against the budget and the plan throughout the reporting period.

Furthermore, the Company is focused on strengthening and growing businesses related to the maritime and maritime infrastructure divisions, as well as the development of logistics businesses, which considers the following actions:

•
enhance businesses related to the maritime division by adding more and different types of specialized vessels to our offshore operations services, as well as improving the utilization and commercial conditions of chemical tankers, hiring tankers for the transportation of petroleum products, and expanding the client base in maritime agency;


•
market expansion and attracting new customers in maritime infrastructure through the capitalization of the new floating dock that allows us to access 94 % of the market and serve vessels of up to 6,000 tons of lifting capacity , increasing the Company’s revenues in the medium and long term.


•
maintenance of efficient and profitable operations in Ports, Terminals, Logistics, and Warehousing. This allows us to improve our conversion of operating cash flow to free cash flow and recover our financial flexibility, focusing our efforts on excellence in the locality of Aguascalientes and expanding the customer portfolio in the automotive sector, offering the services in which we have specialized over the years;


•
diversification and expansion of services through strategic alliances or associations and thus repositioning our portfolio to improve our diversification and achieve greater profitable growth;


•
business development by taking advantage of our assets strategically located in Tuxpan Veracruz, and of the existing investment opportunities in the oil and gas storage as well as in the general cargo segments, to develop state of the art liquid and multipurpose terminals equipped with modern equipment, for the handling and storage of high quality, fast and safe goods of, among others, lubricants, fertilizers, and grains;


•
disciplined and continuous control of expenses, as well as optimization of the size of personnel in accordance with the implementation of the plans described above, which will allow the financial strengthening and implementation of its short- and medium-term projects, likewise, strengthen relationships with the different suppliers, which are essential to allow us to meet our customers’ expectations;


•
a fundamental part of the Company’s commitment is to seek energy efficiency that contributes to the environment. In the first stage, our goal is to achieve self-sufficiency in our various facilities with a reasonable energy efficiency for at least 25 years , through the installation of solar panels, and to leverage this energy source to scale to other projects, such as the generation of surplus energy to produce green fuels.

Based on these factors, Management reasonably expects that the Group has and will have appropriate resources to continue with its operating existence in the foreseeable future.

3
Changes in accounting policies
New Standards adopted as of January 1, 2024
Some accounting pronouncements which have become effective from 1 January 2024 are:

•
Classification of Liabilities as Current or Non-current (Amendments to IAS 1).


•
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16).


•
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7).


•
Non-current Liabilities with Covenants (Amendments to IAS 1).

These amendments do not have a significant impact on these consolidated financial statements and therefore the disclosures have not been made.

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company
At the date of authorization of these consolidated financial statements, several new, but not yet effective standards and amendments, none of which have been adopted in advance by Grupo TMM.


•
Lack of Exchangeability (Amendments to IAS 21).

•
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9).


•
Annual amendments to IFRS (Volume 11).


•
IFRS 18 Presentation and Disclosure in Financial Statements.

•
IFRS 19 Subsidiaries without Public Accountability: Disclosures.
These amendments are not expected to have a significant impact on the consolidated financial statements in the period of initial application and therefore the disclosures have not been made.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.
4
Summary of significant accounting policies
The most significant accounting policies are summarized as follows:
4.1
Basis of preparation
The Company’s consolidated financial statements have been prepared on an accrual basis and under the historical cost convention except for the revaluation of properties. Monetary amounts are expressed in Mexican pesos and are rounded to the nearest thousands, except otherwise indicated.

4.2
Basis of consolidation
The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. Grupo TMM controls a subsidiary when it is exposed, or has rights, to variable returns resulting from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have the reporting date of “December 31”, for all years reported.
The balances and transactions among subsidiaries have been eliminated for the purposes of consolidation, including balances and unrealized gains on transactions between Grupo TMM’s companies. Unrealized losses on the sale of assets among the Company are eliminated in the consolidation and the asset involved is also reviewed for impairment from a group perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interest, presented as part of the stockholders’ equity, represents the portion of the subsidiary’s profit or loss and net assets that are not held by Grupo TMM. The Company attributes the total comprehensive income or loss of the subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.
Associates and joint ventures
Associates are all entities over which Grupo TMM has significant influence but not control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement having rights to the net assets of the arrangement.
Investments in associates and joint ventures are accounted by the equity method.
When the Company’s share of losses from investments in associates and joint ventures equals or exceeds its share in them under the equity method, the Company does not recognize further losses unless it has incurred obligations or made payments on behalf of the other entity.

4.3
Climate-related issues


Risks arising from climate change issues may have future adverse effects on the Company’s business. These risks include transition risks (e.g., regulatory changes and reputational risks) and physical risks (even if the risk of physical damage is low due to the Company’s activities and geographic location).


The Company is currently in the process of analyzing and identifying significant risks generated by climate change that could adversely and materially affect its consolidated financial statements. As of December 31, 2024, and at the date of issuance of the consolidated financial statements, the Company has not identified significant risks generated by climate change that could negatively and materially affect its operations or financial structure; nor are there any factors indicating the need for the recognition of provisions or conditions that could modify the carrying amount of assets and liabilities, both financial and non-financial. However, in the initial stage, the Company’s goal is to achieve self-sufficiency in its various facilities with reasonable energy efficiency for at least 25 years , by installing solar panels and ensuring that this energy source can be used to scale to other projects, such as generating excess energy to produce green fuels.


Assumptions could change in response to future environmental regulations, new commitments and changes in customer demand, particularly from Petroleos Mexicanos (PEMEX) which is one the most important Company in Mexico and one of the largest in Latin America dedicated to the exploration, production, industrial processing/refining, logistics and marketing of hydrocarbons and derivatives. If these changes are not anticipated, they could impact the Company’s future cash flows, results of operations and financial position.


4.4
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are reported in Mexican pesos, which is also the functional currency of Grupo TMM.
Foreign currency balances and transactions
Foreign currency transactions are translated into the functional currency of the respective Company entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.
4.5
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other highly liquid and short-term investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in their value.
4.6
Materials and supplies
Materials and supplies, consisting mainly of fuel and items for the maintenance of property and equipment and repair of containers of the logistics, ports and terminals business and are valued at average cost and acquisition value, respectively.

4.7
Prepaid expenses
Represent prepaid expenses for services that will be received in the future and are amortized in the period when those services are received.
4.8
Property and equipment
Properties
The properties (land and buildings) are measured at fair value, which are determined by external professional valuers every five years or before if the market factors indicate a significant change in the fair value. The last valuation of these assets was in December 2024.

The revaluation surplus (deficit) that is derived from the valuation of properties is recognized as part of ‘Other comprehensive income items’ and forms part of ‘other capital components’ in stockholders’ equity. A revaluation surplus is credited to income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in ‘Other comprehensive income items’ and in stockholders’ equity in the item of ‘Revaluation surplus’. Revaluation write-downs or impairment losses are recognized in ‘Other comprehensive income items’ up to the amount previously recognized on that asset in stockholders’ equity in the item of ‘Revaluation surplus’.
Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders’ equity at the time of disposing of the asset that gave rise thereto is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders’ equity may not be distributed to stockholders.
The depreciation of properties is recognized using the straight-line method to write down its carrying value less its estimated residual value. As no finite useful life for land can be determined, the related carrying amounts are not depreciated.
Equipment
Equipment is stated at construction or acquisition cost, including any cost directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by Grupo TMM’s Management. Depreciation of equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value. The estimated useful life of equipment is as follows:

Estimated
useful life in
years
Building and facilities
20 and 25
Maritime and transportation equipment
4 , 5 and 10
Major repairs
2.5
Other equipment
Various
Recurring maintenance and repair expenditures are charged to operating expenses as incurred. Major repairs to are capitalized and amortized over the period in which benefits are expected to be received. The material residual values and the estimated useful life are adjusted as necessary, at least once a year.

Gains or losses from the disposal of property and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of ‘Other income (expenses)’, accordingly (see Note 18).
Construction in progress
Disbursements attributable to construction of assets that are identifiable and may be controlled by the Company are recognized as assets when they meet the following conditions:

●
it is technically possible to complete the construction of the asset so that it can be available to be used;

●
management has the intent of completing the asset to use it;

●
it can be proven that the asset will generate economic benefits in the future;

●
adequate technical, financial or another type of resources are available to complete the asset; and

●
the disbursement attributable to the asset during its construction can be determined reliably.
4.9
Leased assets
The Company as lessee
The Company makes the use of leasing arrangements principally of warehouse, courtyards and corporate building. The rental contracts for facilities are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. The Company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions.
The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.
Some lease contracts contain both lease and non-lease components. These non-lease components are usually associated with facilities management services. The Company has elected to separate their lease and non-lease components based on their relative stand-alone prices.
Measurement and recognition of leases as a lessee
At lease commencement date, the Company recognizes a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability.
The Company depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Company’s incremental borrowing rate on the date of the revaluation when the implicit lease rate cannot be easily determined.

Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate.
Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term. The revised lease payments are discounted using the Company’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset.

Payments under leases can also change when change through an index or a rate used to determine those payments. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate.
The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.
4.10
Intangible assets
Recognition of intangible assets
Software
Software licenses acquired are capitalized on the basis of costs incurred to acquire and install the specific software.

Trademark
The trademark acquired in a business combination that qualifies for separate recognition is considered an intangible asset and is recorded at its fair value.
Subsequent measuring
All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life; therefore, it is subject to impairment tests annually as described in Note 12.

The amortization is included in the consolidated statements of profit or loss as part of ‘Other costs and expenses’.

4.11
Impairment testing of long-lived assets
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, Company’s assets are tested for impairment at cash-generating unit level, which corresponds to operating segments reported by the Company.
Trademark is allocated to the cash-generating unit to operating segment ‘Maritime Division’, that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which Management monitors the trademark.
Cash-generating unit to which trademark has been allocated is tested for impairment at least annually. All other cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows.
The data used for impairment testing procedures are directly linked to Grupo TMM’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

With the exception of the trademark, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount.

4.12
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flow from a financial asset expire, or when the financial asset and all the substantial risks and benefits have been transferred. A financial liability is derecognized as extinguished, discharged, canceled, or expired.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value, adjusted by transaction costs (where applicable).
Financial assets are classified into the following categories:

●
amortized cost.

●
fair value through profit or loss (FVTPL).

●
fair value through other comprehensive income (FVOCI).
In the periods presented the Company does not have any financial assets categorized as FVOCI.
The classification is determined by both:

●
the Company’s business model for managing the financial asset; and

●
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial costs and income; except for impairment of trade receivables which is presented in the heading of ‘Other costs and expenses’.
Subsequent measurement of financial assets
Financial assets at amortized cost
Financial assets are measured at amortized cost if the assets meet the following conditions:

●
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows, and;

●
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortized cost using the effective interest method. The financial assets of the Company are not discounted since it is not material. The Company’s cash, trade receivables and part of the other accounts receivable fall into this category of financial instruments.

Impairment of financial assets
IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15, other accounts receivables and accounts receivable from related parties.
Recognition of credit losses considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Grupo TMM makes use of a simplified approach in accounting for trade and other accounts receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.
The Company assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics, they have been grouped based on the days past due. Refer to Note 24, for a detailed analysis of how the impairment requirements of IFRS 9 are applied.
Classification and measurement of financial liabilities
The Company’s financial liabilities include borrowings, trade, related parties and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.
All interest-related charges are included within finance costs or finance income.
4.13
Provisions, contingent liabilities and contingent assets
Provisions are recognized when the present obligations resulting from a past event will probably lead to an outflow of the Company economic resources and the amounts can be reliably estimated. Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses.
Provisions are the estimated amounts required to be expended to settle the present obligation based on the most reliable evidence available at the date of the consolidated financial statements, including the risks and uncertainties associated with the present obligation. Provisions are discounted at their present value, where the time value of money is material.

All provisions are reviewed on the issuance of the financial statements and adjusted to reflect the current best estimate. When an outflow of economic resources for present obligations is not probable, this is not recognized as a liability, unless it was assumed in the course of a business combination. Such cases are disclosed as contingent liabilities unless the outflow of resources is remote.
Possible inflows of the Company’s economic benefits, which do not yet meet the criteria for recognition of an asset, are considered as contingent assets.

4.14
Income taxes
Calculation of current income tax is based on tax rates and tax laws that have been enacted or substantially enacted to the reporting date of the consolidated financial statements.
Deferred income tax is determined using the liability method, based on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Determination of deferred income tax has considered tax rates that will be effective at the time of reversion of the temporary differences.
The income tax expense in the statement of profit or loss includes the sum of the deferred tax, which has not been recognized in other comprehensive income or directly in stockholders’ equity, and the current income tax for the year.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 20).
This is assessed based on the Company’s forecast of future operating results, adjusted for significant items that are reconciled for the taxable income and the limits on the use of tax losses and other tax asset carryforwards.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

The Company evaluates whether any tax position meets the definition of uncertain tax treatment, based on the facts and circumstances at the reporting date. An uncertain tax treatment is a tax treatment that is likely to be challenged by the tax authority in hypothetical tax review. The Company assesses the probability of the outcome using the most likely method and determines if a provision or disclosure is required based on the probability (see Note 27).
4.15
Statutory employee profit sharing (PTU for its acronym in Spanish)
The determination of PTU requires that a 10% rate be applied to the base calculated for that profit sharing, in accordance with the Income Tax Law. This amount determined must be allocated to each employee based on the provisions of The Federal Labor (LFT for its acronym in Spanish). However, the amount allocated to each employee may not exceed the greater between the equivalent of 3 months of the employee’s current salary or the average of PTU received by the employee in the previous three years.
4.16
Post-employment benefits and benefits for short-term employees
Post-employment benefits
Defined benefit plans
The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60 , are expensed in the years in which the services are rendered (see Note 22).

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55 ), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 22).
Under the defined benefits plan, the pension amount an employee will receive upon retirement is determined in reference to the time of service and salary determined for each case based on the plan. The legal obligation of the benefits lies with Grupo TMM, even if the plan’s assets to finance the defined benefits plan are separate. The plan’s assets may include assets specifically designated in a long-term benefit fund.

The liability recognized in the consolidated statement of financial position for the defined benefits plans is the present value of the defined benefits obligation (DBO) as of the reporting date less the fair value of the plan assets.
Management estimates the DBO annually with the assistance of independent actuaries, based on the standard inflation rate, the salary growth rates, and the mortality rate. The discount factors are determined near the close of each year in reference to the high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturities similar to the terms of the corresponding pension liability.
The net cost for the defined benefits liability period is included in the item ‘Salaries, wages and employee benefits’ in the consolidated statements of profit or loss.
Indemnifications
Indemnifications that are not substitutive of retirement, paid to personnel who leave the company due to restructuring or any other reason, are charged to the operations for the period when incurred or provisions are created when there is a present obligation of these events, with a probability of an outflow of resources and this obligation can be reasonably estimated.

Termination of the employment relationship

Indemnifications for termination corresponds to the obligation due to the end of the employment relationship. These benefits are recognized when the employment contract finishes, and the Company provides payment for this concept.
Short-term employee benefits
Short-term employee benefits, including vacation entitlement, are current liabilities included in ‘Accounts payable and accrued expenses’, measured at the amount Grupo TMM expects to pay as a result of time not taken; as these liabilities are short-term, they were not discounted as their effect is considered immaterial.
4.17
Stockholders’ equity
Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common shares.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxes, from the proceeds. Incremental costs directly attributable to the issue of new shares or options are included in the cost of acquisition as part of the purchase consideration.
The accumulated results include the profit (loss) for the year and previous periods.
Other components of equity capital include:

●
revaluation surplus, including gains and losses from the revaluation of properties;

●
statutory reserve corresponds to the separation of earnings withheld for this reserve;


●
additional paid-in capital is equivalent to the amount received in excess of the par value of the shares;

●
translation result represents the cumulative effect of the change in functional currency in previous years, and;

●
actuarial gains and losses include experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually occurred); and the effects of changes in actuarial assumptions.

4.18
Recognition of revenue, costs and expenses, and financing costs
Revenues
Company’s revenue arises mainly from services of maritime transportation, logistics and warehousing. To determine whether to recognize revenue, the Company follows a 5-step process:

1.
Identifying the contract with a customer.

2.
Identifying the performance obligations.

3.
Determining the transaction price.

4.
Allocating the transaction price to the performance obligations.

5.
Recognizing revenue when/as performance obligation(s) are satisfied.
The Company does not carry out transactions that involve different contracts and on which their characteristics must be combined in accordance with IFRS. Moreover, transactions are not usually carried out that involve different services as part of the same contract; therefore, the total price of the transaction for a contract in all cases is allocated to a single performance obligation. The transaction price for contracts does not consider variable payments, except for certain service payments that are not considered significant in connection with the total revenues of the Company, nor are payments in kind, nor amounts collected on behalf of third parties and nor contemplate a financing component.
All revenues are recognized over time, as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the entity performs.
When the Company meets a performance obligation before receiving the payment, the Company recognizes either a contract asset or a receivable in its consolidated statement of financial position, depending upon if something else is required than only passage of time before the consideration becomes due. The Company generally does not receive payments in advance in connection with performance obligations; therefore, contractual liabilities are not required to be recognized.
In obtaining these contracts, the Company incurs immaterial incremental costs. Since the amortization period of these costs would be less than one year, if capitalized, and also that those costs are immaterial, the Company makes use of the practical expedient in IFRS and expenses them as they incur.


Offshore and dredging vessels


These revenues derive from the transport of materials, personnel, equipment and spare parts, positioning and handling of anchors of marine platforms and barges, support for inspection and underwater exploration with specialized vessels, protection services provided with ships against fire, and administration and operation of ships to third parties, as well as offshore and in-port fluid processing services, through Grupo TMM or third-party vessels, usually in periods of 1 year for ‘time charter’ contracts and 1 to 30 days , under the ‘SPOT’ mode, the rate is fixed and is established at the beginning of the contract based on market prices.



The performance obligation is satisfied when the offshore services are provided and received by the customers, the revenues are recognized over time on a straight-line basis over the term of each contract. Since the costs required to provide service under these contracts do not vary significantly, such method best depicts the transfer of services.



Amounts that remain uncollected at the end of the reporting period are presented in the statement of financial position as contract assets as it takes more than just a passage of time for them to become due for payment. Grupo TMM generally does not receive advances in excess of the amount of obligations satisfied and therefore no balances of contract liabilities are incurred.

Parcel vessels and bulk carriers
These revenues are derived from the transportation of merchandise through the Company’s own shipments or third parties, usually in periods ranging between 7 and 30 days . The rate is fixed and it is set at the beginning of the contract, based on the space or capacity required by the customer. The performance obligation is met as the merchandise is transported from the point of origin to the destination. Revenues are recognized over time on a straight-line basis during the term of each contract. Given that the costs required for rendering the service under these contracts do not vary significantly, that method provides a reasonable representation of the services transferred. The bulk carrier business stopped operations effective in 2023.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time elapsed in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, contract liability balances are not generated.
Maritime administration services
Maritime administration services correspond to revenues for services rende red for contracting, operating, and managing shipments, mainly offshore service providers. The rate for these services is determined by applying a 2.85 % profit margin to the costs incurred by the Company for rendering services. This percentage is reviewed annually, and it can be increased under certain circumstances, but by applying it beginning the year subsequent to its modification, these services are considered a single performance obligation. Accordingly, the consideration is totally allocated; revenues are recognized over time as the related costs are incurred by applying the corresponding profit margin. The amounts are billed monthly, in accordance with these referred to above; therefore, neither contract asset nor contract liabilities are generally generated. The Company ceased these operations in August 2022.
Ship repair services (shipyard) and containers
Correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard), as well as containers of shipping companies and others such as wharfage. The consideration for the services is fixed, and it is determined in the contract based on the work ordered, including materials and replacement parts, which must be realized in an estimated period for the work, which ranges from 2 days up to 60 days for ships, and from 1 day up to 6 days for containers. Wharfage depends on the considerations of the ship from 1 to 365 days , due to the high degree of interdependence among the various elements of these services. They are recorded in the accounting as a single performance obligation. These revenues are recognized over time in conformity with the completion of the services agreed upon.

The Company measures its completion toward total compliance of the performance obligation by comparing real hours invested up to the date with the total estimated hours required to perform the repair or maintenance, including related costs. This base reasonably represents services transferred to each customer, by virtue of the ability of the Company to make reliable estimates based on its significant historical experience in rendering these services.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contract assets, since something additional is required in addition to time passaged in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, liabilities balances are not generated.

Other services
The Company obtains revenues for other services such as suppliers, purchase and sale of hydrocarbons, agency, port formalities, among other things. Most of these services are considered single performance obligations in the terms of the respective contracts, and the consideration is entirely allocated to those performance obligations. Revenues are recognized over time, since customers receive and consume the benefits as the Company renders the services, that is, as the performance obligations are met. The Company does not generate asset balances or contract liabilities for most of these services. The Company acts as an agent for the specific case of agency and purchase and sale of hydrocarbons services and, therefore, it recognizes the revenues corresponding to the profit margin generated in the transaction.

Costs and expenses
The costs and expenses for maritime, and also those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.
Financing income and costs
Interest income and expense are reported as accrued using the effective interest method and are reported as part of the comprehensive financing cost.
4.19
Information by segments
The Company has four operating segments: maritime division, maritime infrastructure division, logistics, ports and terminals division and warehousing division. These operating segments are monitored by the Company’s Chief Operating Decision Maker (CODM), which is the Chief Executive Officer along with the Board of Directors), who is responsible for making strategic decisions, which are made based on adjusted operating segment results. In identifying its operating segments. CODM follows Grupo TMM’s service lines, which represent the main services provided by the Company .
Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.
The accounting policies Grupo TMM uses for segment reporting are the same as those used in its consolidated financial statements, with the exception that corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, this primarily applies to Grupo TMM’s corporate headquarters.
4.20
Significant management judgment in applying accounting policies and estimation uncertainty
When preparing the consolidated financial statements, Management considers a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Significant management judgment
The reporting judgments made by Management as to the application of the accounting policies of the Company that would have a material effect on the consolidated financial statements are described as follows:

Evaluation of control, significant influence, and joint control
Management evaluates the terms of voting power with respect to its investees, the power to govern, decisions, contractual and legal agreements, upon determining if there is control, significant influence, and joint control. Significant judgment is required by evaluating some of these characteristics that can be modified over time (see Note 4.2).
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is provided below; actual results may be substantially different.

Fair value measurement

Management uses valuation techniques to measure the fair value of its properties. This results in Management developing estimates and assumptions based on market information and using observable data that would be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices that would be achieved in an arm’s length transactions at the reporting date (see Note 24).

Impairment of long-lived assets
On assessing impairment, Management determines the recoverable value of each cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows.
The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of appropriate discount rate. During 2024 and 2023, the Company performed impairment tests without determining impairment losses (see Note 12).

Defined benefits obligation
Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 22).

5
Acquisitions and disposals
Disposal of subsidiaries
During the fiscal year 2024, the Company did no t carry out any subsidiary sales.
During 2023, two companies, TMM Almacenadora, S.A.P.I. de C.V. and Servicios Tecnológicos ST, S.A. de C.V., were sold for $ 10,000 , generating a gain on sale of subsidiaries of $ 3,676 (See Note 18).
Acquisition of subsidiaries

During 2024 and 2023 no company was acquired.

6
Cash and cash equivalents

Cash and cash equivalents as of December 31, 2024 and 2023, are summarized as follows:
2024
2023
Cash on hand
$
610
$
681
Cash at banks
143,421
88,231
Short-term investments (a)
63,079
9,467
$
207,110
$
98,379


(a)
Includes fix-term deposits (promissory notes) and purchase/resell transactions with terms up to 3 days .

Restricted cash

As of December 31, 2023, restricted cash represents the amount necessary for foreign trade activities used for the storage business of $ 1,665 . As of December 31, 2024, there is no restricted cash .

7
Trade receivables

Trade receivables as of December 31, 2024 and 2023, are summarized as follows:

2024
2023
Maritime
Offshore vessels
$
193,395
$
180,827
Parcel tankers
59,178
10,697
Shipping agencies
1,615
1,786
Maritime infrastructure
Shipyard
16,771
33,328
Ports, terminals and logistics
Port services
127
371
Repair of containers 8,581 6,971
Automotive services 2,798 1,291
Warehousing and other businesses
Warehousing
41,827
31,631
Other businesses
1,699
1,698
Total trade receivables
325,991
268,600
Contract assets
489,974
67,765
Allowance for doubtful accounts
( 119,124
)
( 28,612
)
$
696,841
$
307,753

As of December 31, 2024, the increase in the contract asset balance is primarily due to the increase (approximately 61 %) in revenues from the maritime division in that year compared to 2023 and to certain delays from some clients in completing the billing processes. During 2025, the Company has been carrying out the corresponding billing in accordance with the agreements with the clients.

All amounts are short-term. The net carrying value of trade accounts receivables is considered a reasonable approximation to fair value.
The activity in the allowance for doubtful accounts is presented below:
2024
2023
Balance as of January 1
$
28,612
$
25,975
Impairment loss for the period
91,113
8,737
Receivables written off during the year
( 601
)
( 6,100
)
Balance as of December 31
$
119,124
$
28,612

Note 25 includes disclosures related to credit risk exposures and the analysis related to the allowance for expected credit losses. In 2024 and 2023 the impairment loss was calculated applying the expected credit loss model in accordance with IFRS 9.

8
Other accounts receivable
Other accounts receivable as of December 31, 2024 and 2023, are summarized as follows:
2024
2023
Current
Recoverable taxes
$
195,242
$
194,918
Employees
94
4,540
Others
15,505
14,633
210,841
214,091
Non-current
Value added tax recoverable (a)
63,019
195,473
$
273,860
$
409,564

(a)
During 2024 and 2023, the Value Added Tax (VAT) recovery processes have been prolonged by the tax authorities by extending the recovery periods.

9
Property and equipment
Property and equipment as of December 31, 2024 and 2023 are summarized as follows:

2024
Lands
Construc-
tions in
progress
Buildings
and
facilities
Maritime
and
transpor-
tation
equipment
Major
maintenance
Other
equipment
Total
Gross carrying amount
Balance as of January 1
$
1,419,674
$
230,406
$
114,044
$
193,882
$
29,142
$
46,260
$
2,033,408
Additions
-
462,622
(a)
-
1,060
3,177
7,667
474,526
Revaluation
22,974
-
-
- - -
22,974
Disposals
-
( 5,616
)
-
( 16,933
)
-
( 1,116
)
( 23,665
)
Balance as of December 31
1,442,648
687,412
114,044
178,009
32,319
52,811

2,507,243
Depreciation and impairment
Balance as of January 1
-
-
( 13,011
)
( 149,941
)
( 7,045
)
( 37,279
)
( 207,276
)
Disposals
-
-
73
15,356
-
954
16,383
Depreciation
-
-
( 8,375
)
( 23,627
)
( 11,228
)
( 1,821
)
( 45,051
)
Balance as of December 31
-
-
( 21,313
)
( 158,212
)
( 18,273
)
( 38,146
)
( 235,944
)
Carrying amount as of December 31
$
1,442,648
$
687,412
$
92,731
$
19,797
$
14,046
$
14,665
$
2,271,299



2023
Lands
Construc-
tions in
progress
Buildings
and
facilities
Maritime
and
transpor-
tation
equipment
Major
maintenance
Other
equipment
Total
Gross carrying amount
Balance as of January 1
$
1,147,174
$
136,495
$
113,857
$
163,282
$
21,026
$
50,247
$
1,632,081
Additions
272,500
(b)
105,727
187
31,757
23,301
236
433,708
Disposals
-
( 11,816
)
-
( 1,157
)
( 15,185
)
( 4,223
)
( 32,381
)
Balance as of December 31
1,419,674
230,406
114,044
193,882
29,142
46,260
2,033,408
Depreciation and impairment
Balance as of January 1
-
-
( 10,042
)
( 85,574
)
( 6,444
)
( 39,250
)
( 141,310
)
Disposals
-
-
217
1,157
10,328
3,815
15,517
Depreciation
-
-
( 3,186
)
( 65,524
)
( 10,929
)
( 1,844
)
( 81,483
)
Balance as of December 31
-
-
( 13,011
)
( 149,941
)
( 7,045
)
( 37,279
)
( 207,276
)
Carrying amount as of December 31
$ 1,419,674
$
230,406
$
101,033
$
43,941
$
22,097
$
8,981
$
1,826,132
All the amounts for depreciation and for loss from revaluation are included as part of the depreciation, amortization, and loss from revaluation on the consolidated statements of profit or loss.

(a)
It mainly consists of the floating dock for $ 373,872 , in addition to the design and conversion projects for the mud vessels Aurora Pearl and World Peridot for $ 29,671 and $ 33,487 , respectively. Regarding the dock, its acquisition was concluded in 2025 (see Note 27).

(b)
Corresponds to the transfer of assets available for sale to operating assets since such sale didn’t take place.

If the cost model had been used, the revalued carrying amounts for land and properties as of December 31, 2024 and 2023, would be as follows:
2024
2023
Lands
$
847,745
$
847,745
Properties
188,799
198,736
$
1,036,544
$
1,046,481
The revalued amounts include a revaluation surplus of $ 712,333 and $ 724,281 in 2024 and 2023, respectively, which is presented as “Other components of equity” and is not available for distribution to stockholders (see Note 16).
Fair value measurement
See Note 24 regarding the measuring of fair value for properties.
Guarantees
At the end of 2024 and 2023, there was one property guaranteeing the bank loan with Banco Autofin México, S.A. Institución de Banca Múltiple. Likewise, as of December 31, 2024 and 2023, there was an RTG crane under guarantee related to the financing obtained from ‘PNC Bank, N.A.’ (see Note 13).
10
Leases
Right-of-use assets
2024
Warehouse
Cranes
Courtyards
Dock
Total
Gross carrying amount
Balance January 1 2024
$
150,625
$
4,977
$
56,564
$
22,135
$ 234,301
Disposals (a)
( 43,020
)
( 4,977
)
( 6,995
)
-
( 54,992 )
Balance at December 31 2024
$
107,605
-
$
49,569
22,135
$ 179,309
Depreciation
Balance January 1 2024
53,495
4,561
7,542
20,752
86,350
Disposals
( 21,510
)
( 4,977
)
( 11,312
)
-
( 37,799 )
Depreciation
55,918
416
5,836
1,383
63,553
Balance December 31 2024
87,903
-
2,066
22,135
112,104
Carrying amount December 31 2024
$
19,702
$
-
$
47,503
$
-
$ 67,205

2023
Warehouse
Cranes
Courtyards
Dock
Total
Gross carrying amount
Balance January 1 2023
$
245,741
$
4,977
$
79,779
$
22,135
$
352,632
Additions
62,630
-
-
-
62,630
Disposals (b)
( 157,746
)
-
( 23,215
)
-
( 180,961
)
Balance at December 31 2023
150,625
4,977
56,564
22,135
234,301
Depreciation
Balance January 1 2023
57,263
2,073
9,140
15,218
83,694
Disposals
( 68,704
)
-
( 9,673
)
-
( 78,377
)
Depreciation
64,936
2,488
8,075
5,534
81,033
Balance December 31 2023
53,495
4,561
7,542
20,752
86,350
Carrying amount December 31 2023
$
97,130
$
416
$
49,022
$
1,383
$
147,951

(a) Corresponds to disposals due to operational reorganization in the logistics and storage segments.


(b) In August 2023, Ademsa renegotiated the lease contract for the offices and warehouses in Azcapotzalco, signing a new contract for one year and two months . The net effect of this transaction (credit) in the amount of $ 20,227 is shown under other income (expenses).

Lease liabilities
As of December 31, 2024 and 2023, the information of lease liabilities is presented in the statement of financial position and is summarized below :
Short-term
Long-term
2024
Payable in Mexican pesos
Warehouse
$
18,636
$
15,545
Courtyards
3,783
44,638
$
22,419
$
60,183
2023
Payable in Mexican pesos
Warehouse
$
62,390
$
48,326
Cranes
681
-
Courtyards
2,463
52,110
Dock

1,609

-
$
67,143 $
100,436

Grupo TMM has warehouses for the storage service, cranes for the logistics services and a major vessel maintenance. With the exception of short-term leases and low-value underlying assets, each lease is reflected on the consolidated statement of financial position as a right-of-use asset and a lease liability.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company.
Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a further term.
Grupo TMM is prohibited from selling or pledging the underlying leased assets as guarantee. For leases over office buildings and warehouses, Grupo TMM must keep those properties in a good state of repair and return the properties. Further, Grupo TMM must insure items of leases assets and incur maintenance fees on such items in accordance with the lease contracts.

The table below describes the nature of Grupo TMM’s leasing activities by type of right-of-use asset recognized in the consolidated statement of financial position:
Right-of-use asset
No. of
right-of-use
assets
leased
Range of
remaining
term
(years)
No. of
leases with
extension
options
No. of
leases with
purchase
option
No. of
leases with
variable
payments
linked to an
index
No. of
leases with
termination
options
Warehouse
2
2 – 8
2
-
2
-
Courtyards
1
2 – 8
1
-
1
-
Lease liabilities are guaranteed with related underlying assets. Future minimum lease payments as of December 31, 2024 and 2023 were as follows:
Within the
1st year
1 to 3 years
3 to 5 years
After 5
years
Total
Balance as of December 31, 2024
Lease payments
$
34,518
$
29,212
$
26,574
$
36,075
$
126,379
Financial charges
( 12,099
)
( 14,693
)
( 10,831
)
( 6,154
)
( 43,777
)
Net present value
$
22,419
$
14,519
$
15,743
$
29,921
$
82,602
Balance as of December 31, 2023
Lease payments
$
84,606
$
64,122
$
28,902
$
56,113
$
233,743
Financial charges
( 17,463
)
( 21,683
)
( 14,328
)
( 12,690
)
( 66,164
)
Net present value
$
67,143
$
42,439
$
14,574
$
43,423
$
167,579
Lease payments not recognized as a liability
The Company has elected not to recognize a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low-value assets. Payments made under such leases are expensed on a straight-line basis.
The expense relating to payments not included in the measurement of the lease liability is as follows:
2024
2023
Short-term leases (a)
$
803,420
$
523,174
Leases of low-value assets
10,399
8,294
$
813,819
$
531,468

(a)
Corresponds to the leasing of dredging and parcel tankers vessels, as well as the corporate offices.
As of December 31, 2024 and 2023, Grupo TMM was committed on short-term leases and total commitment at that date was $ 66,952 and $ 43,598 , respectively.

As of December 31, 2024 and 2023, Grupo TMM had no lease commitments that had not yet started.

Total cash outflow for leases for the years ended December 31, 2024 and 2023 were $ 881,023 and $ 609,905 , respectively.
11
Intangible assets
Intangible assets as of December 31, 2024 and 2023, are summarized as follows:
2024
Net
balances at
beginning
of year
Additions
Transfers
and others
Amortization
Net
balances at
year end
Estimated
useful life
(years)
Software (c)
$
34,588
$
-

$
-
$
3,658
$
30,930
3 and 5
Trademark (a)
125,528
-
-
-
125,528
Indefinite
$
160,116
$
-
$
-
$
3,658
$
156,458

2023
Net
balances at
beginning
of year
Additions
Transfers
and others
Amortization
Net
balances at
year end
Estimated
useful life
(years)
Software (c)
$
31,925
$
5,700
(b)
$
-
$
3,037
$
34,588
3 and 5
Trademark (a)
125,528
-
-
-
125,528
Indefinite
$
157,453
$
5,700
$
-
$
3,037
$
160,116

(a)
Corresponds to the rights on the Marmex trademark associated with the maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing (see Note 12).

(b)
Corresponds to the acquisition of software for environmental impact measurement on August 2, 2023.


(c)
Corresponds mainly to the SAP Hana system upgrade project and the environmental software.
The accumulated amortization of intangible assets as of December 31, 2024 and 2023, is $ 17,117 and $ 13,459 , respectively.

Subsequent expenses to maintain the software and the trademark are recognized in income as incurred.
12
Impairment of long-lived assets
Impairment test
For purposes of the annual impairment test, the trademark is assigned to the cash-generating units that are expected to benefit from its use (maritime segment).
The Group performs impairment tests on cash-generating units related to the trademark annually or more frequently if there are indicators that the cash-generating unit to which it has been assigned may be impaired.

The recovery value for these assets was determined based on value in use. The calculation of the value in use is determined by covering a detailed 5-year forecast, approved by Management. The present value of the expected cash flows of each cash-generating unit is determined by applying an appropriate discount rate, which reflects the assessment of current market conditions of the time value of money.
The value of the key assumptions used reflects historical data from external and internal sources and are shown below:

2024
2023
Growth rate

2.4
%

2.3
%
Discount rate
9.49
%
11.21
%
As of December 31, 2024 and 2023, no impairment losses were determined for these assets.
Growth rates
The growth rates reflect the long-term average for these rates for the operating segments.
Discount rates
The discount rate reflects adequate adjustments associated with the market risk and the specific risk factors.
Cash flow assumptions
The key assumptions of Management for the operating segments include stable profit margins, which have been determined based on experience in this market. Grupo TMM Management considers this to be the best information available to forecast this market. The cash flow projections reflect stable profit margins achieved before the period covered by said projections.
No consideration has been given to efficiency improvements and prices reflect the inflation projected for the industry, which are publicly available.
In addition to the considerations described above for determining the value in use of the cash-generating units, Management is currently not aware of any other probable change that could require changes in their estimate. However, the estimate for the recoverable amount for the operating segments is particularly sensitive to the discount rates.

13
Financial assets and liabilities
Categories of financial assets and liabilities
The financial assets and liabilities as of December 31, 2024 and 2023, are summarized as follows:
2024
2023
Financial assets
Valued at amortized cost
Cash and cash equivalents
$
207,110
$
98,379
Restricted cash
-
1,665
Trade receivables
206,867
239,988
Other accounts receivable
15,599
19,173
Related parties
74,187
70,078
Total financial assets
$
503,763
$
429,283

Financial liabilities
Valued at amortized cost
Short-term portion of the financial debt
$
102,388
$
64,139
Trade payables
356,200
350,653
Accounts payable and accrued expenses
514,964
275,540
Related parties
172,409
147,098
Total short-term portion of the financial debt
1,145,961
837,430
Long-term financial debt
374,660
12,374
Total financial liabilities
$
1,520,621
$
849,804
As of December 31, 2024, and 2023, the carrying value of the financial assets and liabilities at amortized cost is considered similar to their fair value.

Financial debt
The information for financing as of December 31, 2024 and 2023 is summarized as follows:
2024
2023
Short-term
Long-term
Short-term
Long-term
Payable in Mexican pesos

Daimler Financial Services México, S. de R.L. de C.V .
$
320
$
-
$
6,720
$
-

Recognition of debt and substitution of debtor for $ 40.9 million at a fixed rate of 12 %, with monthly payments of principal and interest and maturing in November 2019 .

In order to improve the profile of the schedule of payments, a new debt recognition was formalized on October 11, 2018, in the amount of $ 28 million at a 12.9 % fixed rate, with monthly payments on principal and interest, due October 2021 .

In order to face the effects of the Covid-19 pandemic, the Company obtained two grace periods of 3 months each for the principal payment from April to September 2020, extending the term of the loan to January 2022 .

On June 19, 2021, a new agreement was signed with the finance company in order to extend the amortization period for a total amount of $ 19.9 million at a fixed rate of 12.9 %, with monthly payments of principal and interest and maturity in June 2024 .

On August 2, 2022, a new agreement was signed with the financial company in order to extend the amortization period, for a total amount of $ 15.4 million at a fixed rate of 13.0 %, with monthly payments of principal and interest and maturing in December 2024 .

These credits were paid in the first quarter of 2025.


Banco Autofin México, S.A. Institución de Banca Múltiple
-
-
3,000
-

Five simple lines of credit with mortgage guarantee initially contracted for $ 25.5 , $ 45.8 , $ 34.6 , $ 21.6 and $ 8.4 million at a variable rate of 28-day TIIE plus 450 base points, with monthly payments of principal and interest and maturing in September 2024 . The credit for $ 25.5 was settled on January 14, 2022. The credits for $ 45.8 , $ 34.6 and $ 8.4 were settled on July 29, 2022.

On November 26, 2018, a new credit line for $ 20.0 million was drawn down at a 28-day TIIE variable rate plus 550 base points and due in November 2023 . This credit was settled on January 27, 2023.

In order to deal with the effects of the Covid-19 pandemic, the Company obtained a 6 -month grace period in the principal payment of 4 of the 6 lines, the period applies from January to June of 2020, extending the maturity of these lines accordingly.


This loan was paid on March 27, 2024.

INPIASA, S.A. de C.V.
-
-
202
-
Contract for line of credit, the first for $ 15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021 .
In 2022, an amending agreement was signed with INPIASA in order to extend the amortization period, maturing in December 2024 , date on which it was paid.
Others investors
11,711
-
11,711
-
Two unsecured loans were contracted, each for $ 6.0 million at a fixed annual rate of 15.0 %, with principal and interest payments due, originally in October 2020 . In January 2021, a principal payment of $ 1.0 million was made to each line. As part of the negotiations carried out by the Company, new conditions were agreed for each line, increasing the interest rate by 0.25 %, as well as extending the maturity date in October 2023 .

In July 2021, a credit line with multiple drawdowns was contracted, the first being made on July 28, 2021. The balance as of December 31, 2024, is $ 5,061 million with a rate of 15 %.
For the above drawdowns the Company is in negotiations to change the payment terms and/or improve the amortization profile of the current loan balance.
2024
2023
Short-term Long-term Short-term Long-term
Hewlett Packard 192
147
159
324
In January 2022, an additional line was contracted for $ 622.5 , at a fixed rate of 9.87 %, monthly payments of principal and interest on unpaid balances with maturity in December 2025 .
On July 14, 2022, the contract was renegotiated with the following conditions: a fixed rate of 11.20 %, monthly payments of principal and interest on unpaid balances, and maturity in September 2026 .
Desarrollo del Crédito Sustentable, S.A. de C.V.
SOFOM, Non regulated entity
34,010 - 25,068
-

In March 2023, a line of credit was contracted for $ 7.7 million at a fixed annual rate of 13.50 %, maturing in March 2024 .
In April 2023 a line of credit was contracted for $ 11.6 million and in June 2023 a line of credit was contracted for $ 5.651 million, both at an annual fixed rate of 13.50 %, with maturity dates in April and June 2024 , respectively .
These credits were paid in the first quarter of 2025.
Excavsa, S.A. de C.V. -
-
3,000
-
On October 2, 2023, a line of credit was contracted for $ 3.0 million at a monthly fixed rate of 2.0 %, with a maturity date of October 2, 2024 .
This loan was paid on April 3, 2024.
Grupo MSQR, S.A.P.I. de C.V. SOFOM
18,000 - - -
In September 2024, a line of credit was signed for $ 18 million, at a fixed monthly rate of 2 %, monthly payments of ordinary interest on the outstanding principal balance maturing in March 2025 . As of the date of the authorization of the consolidated financial statements, the Company is in negotiations for the payment restructuring.
Interest payable
11,544
-
4,942
-
Total debt payable in Mexican Pesos
75,777
147
54,802
324

2024
2023
Short-term Long-term Short-term Long-term
Payable in US dollars
Hewlett Packard
9,423
5,968
6,383
12,050
Two lines of credit for $ 607.8 thousand dollars and $ 201.6 thousand dollars, at a fixed rate of 6.84 % and 6.13 %, monthly payments of principal and interest on unpaid balances and maturing in March and October 2024 , respectively.
In order to face the effects of the Covid-19 pandemic, the Company obtained a grace period of 3 months in the payment of principal for the months of May to July, extending the term of each credit line 3 months.
In order to continue with the Company’s technological transformation strategy, 3 additional simple credit lines were contracted for $ 86.6 thousand dollars, $ 96.9 thousand dollars and $ 252.1 thousand dollars, at a fixed rate of 5.96 %, 7.16 % and 4.58 % fixed annual, respectively, monthly payments of principal and interest on unpaid balances and maturing in March , April and August 2025 .
In January 2021, two additional lines were contracted for $ 43.3 thousand dollars and $ 385.0 thousand dollars, at a fixed rate of 5.14 % and 4.76 %, monthly payments of principal and interest on unpaid balances and maturity in December 2025 .
On July 14, 2022, the contracts were renegotiated with the following conditions for each line, increasing the rate by 0.25 %, as well as extending the maturity date for one year .
On September 25, 2023, the contracts were renegotiated with the same conditions for each line, increasing the rate by 0.25 % and extending the maturity date to March 31, 2027 .
PNC, Bank, N.A.
-
-
2,906
-
Line of credit with collateral for $ 860 thousand dollars hired on August 22, 2019, at a fixed rate of 4.40 %, semiannual payments of principal and interest on unpaid balances and maturing in July 2024 , date on which it was paid.
Atrafin LLC
6,820 33,323 - -

In February 2024, a financing contract was signed with Eximbank (Atrafin LLC dba America Trade & Finance Company) for $ 2.3 million at an annual rate of 6.89 % with semi-annual payments of principal and interest for working capital in the conversion of mud vessels.
2024
2023
Short-term Long-term Short-term Long-term
Bancomext, S.N.C.
10,368 335,222 - -
In 2024, a new floating dock was acquired through financing provided by Bancomext for $ 16.8 million dollars, equivalent to approximately 85 % of its value at a rate of SOFR + 2.35 % with quarterly payments of principal and interest and maturing in 2034 . This transaction involves a mortgage guarantee of a property, as well as the maritime mortgage guarantee of the floating dock acquired.
Interest payable - - 48 -
Total debt payable in US dollars
26,611 374,513
9,337 12,050
Total debt
$
102,388 $ 374,660 $
64,139 $ 12,374

Covenants
Some of the agreements related to the abovementioned loans contain certain covenants including restricting the payment of dividends, not reducing the capital stock and not splitting, as well as conditioning the sale of assets, the foregoing without prior authorization from the creditor; likewise, in some cases, a copy of quarterly and audited financial statements must be delivered, as well as reasonable information requested by the creditor. As of December 31, 2024, and 2023, Grupo TMM and subsidiaries complied with the covenants set forth in those contracts .

The interest expense on the financial debt was $ 13,465 , $ 9,411 and $ 9,096 for the periods of twelve months ended December 31, 2024, 2023, and 2022, respectively.

The maturity of the long-term financial debt as of December 31, 2024 and 2023 is as follows:
Maturity 2024 2023
2025
$
-
$
7,312
2026
37,438
4,518
2027
36,101
544
2028
40,624
-
2029
260,497 -
$
374,660
$
12,374

The reconciliation of changes in financing activities during 2024 and 2023 is as follows:

2024
Financial debt
Lease
liabilities
Total
Opening balance
$
76,513
$
167,579
$
244,092
Cash proceeds from bank borrowings
412,349
-
412,349
Repayment of bank borrowings
( 25,614
)
-
( 25,614
)
Repayment of leases
-
( 87,529
)
( 87,529
)
Accrued interest
21,635
16,193
37,828
Interest paid
( 4,784
)
( 13,641
)
( 18,425
)
Unrealized foreign exchange gains
( 3,051
)
-
( 3,051
)
Total
$
477,048
$
82,602
$
559,650
2023
Financial debt
Lease
liabilities
Total
Opening balance
$
67,505
$
287,075
$
354,580
Cash proceeds from bank borrowings
28,068
-
28,068
Repayment of bank borrowings
( 24,027
)
-
( 24,027
)
Lease liabilities arranged
-
40,467
40,467
Repayment of leases
-
( 159,963
)
( 159,963
)
Accrued interest
13,347
22,163
35,510
Interest paid
( 8,416
)
( 22,163
)
( 30,579
)
Unrealized foreign exchange gains
36
-
36
Total
$
76,513
$
167,579
$
244,092
14
Balances and transactions with related parties
The accounts payable and transactions with related parties as of December 31, 2024 and 2023 are summarized as follows:
2024
2023
Receivable
Payable
Receivable
Payable
Marítima del Golfo de México (a)
$
74,187
$
-
$
70,078
$
-
SSA México, S.A. de C.V. (b)
-
14,188
-
12,466
Shareholders (c)
- 158,221 - 134,632
$
74,187
$
172,409
$
70,078
$
147,098

(a)
Balances receivable are related to agency and maritime provider commission services.

(b)
The accounts payables to SSA México, S.A. de C.V. are largely due to subagency services that this related party provides to Grupo TMM.

(c)
Lines of credit in the amount of $ 130 million at a 15 % annual fixed rate, with payments on capital and interest upon maturity, extended one more year, that has initial due date as of December 2023. During 2024, the maturity was extended to December 2026 , maintaining the current conditions. Interest expenses of these credits amounted to $ 13,885 and $ 16,290 for the twelve months periods ended December 31, 2024 and 2023, respectively.

The most relevant transactions with related parties as of December 31, 2024, 2023 and 2022 are summarized as follows:
2024
2023
2022
Revenue:
Wharfage services
$
- $
6,227 $
-
Systems
2,408 2,650 -
Maritime services (a)

-

-

20,958
Shipping agency services (b)
-
226
412
$
2,408
$
9,103
$
21,370
Costs:
Sub-agency commissions (c)
$
-
$
6,910
$
7,237
Interests:
$ 13,885 $ 16,290 $ 18,227

(a)
Maritime services between TMM Dirección Corporativa, S.A. de C.V, subsidiary of Grupo TMM, and Marítima del Golfo . The contract termination date was August 2022.


(b)
Shipping agency services between Administradora Marítima TMM, S.A.P.I. de C.V., subsidiary of Grupo TMM, and Marítima del Golfo .

(c)
Shipping agency services provided by SSA México, S.A. de C.V. to Administradora Marítima TMM, S.A.P.I. de C.V.

(d)
Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.

Transactions involving executive personnel for the years ended December 31, 2024, 2023 and 2022, include the following expenses:
2024
2023
2022
Short-term benefits
Salaries
$
16,398
$
10,761
$
19,055
Social security contributions
2,397
1,900
736
$
18,795
$
12,661
$
19,791

The Company does not pay other benefits to executive personnel other than those related to salaries and related concepts.

15
Accounts payable and accrued expenses
Accounts payable and accrued expenses as of December 31, 2024 and 2023, are shown as follows:
2024
2023
Operating expenses
$
258,743
$
122,014
General expenses
207,210
107,823
Purchased services
21,271
21,887
Taxes payable
73,507
65,204
Salaries and wages
4,122
3,012
Others
23,618
20,804
$
588,471
$
340,744

16
Stockholders’ equity

Capital stock

As of December 31, 2024, and 2023, the Company’s capital stock is comprised of 174,553,127 shares outstanding, registered, without par value, and with voting rights, both years, which may be held by Mexican nationals, investors, or companies that include in their bylaws the exclusion of foreigners clause.

At the General Extraordinary Stockholders’ Meeting held on March 16, 2023, the Company’s stockholders agreed to increase capital stock in the amount of $ 151,978 through the issuance of up to 72,370,286 common, nominative shares, without par value, representing the capital stock of Grupo TMM. This capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June 27, 2023 and subscribed in full by the stockholders in October 2023.
Legal reserve

According to the General Law on Mercantil Corporations, a minimum of 5% of net profits for the year must be separated to constitute the legal reserve, until its amount reaches 20% of the capital stock at par value.

As of December 31, 2024, 2023 and 2022, the amount of the legal reserve amounts to $ 216,948 , for each of those years, which is presented in the item line ‘Other capital components’ and is part of the stockholders’ equity.

Net tax profit account (CUFIN)

As of December 31, 2024, and 2023, the restated balance of the Net Taxable Income Account (CUFIN for its acronym in Spanish) of the parent Company amounts to $ 4,704,697 and $ 4,514,668 , respectively, which was generated up to December 31, 2013, and thereafter no new balances have been generated in this account.

The distribution of dividends or profits to shareholders that come from the balance of the CUFIN, generated until December 31, 2013, will not generate income tax until such balance is exhausted. Dividends paid to individuals and corporations resident abroad, on profits generated as of January 1, 2014, are subject to a 10 % tax, which is considered a final payment.

Dividends not drawn from the CUFIN, in addition to the above, will continue to be subject to income tax, paid by the entity, based on the general rate set by law, which is definitive and may be credited against the income tax for this and the next two years . The balance in these accounts is susceptible to adjustment to the distribution date using the Mexican Consumers’ Price Index (INPC for its acronym in Spanish).

Capital decreases
As of December 31, 2024, and 2023, the current balance in the Capital Contribution Account (CUCA for its acronym in Spanish) is $ 6,433,442 and $ 5,987,515 , respectively. In the event of capital reimbursement or decreases in favor of stockholders, the surplus for said reimbursement on this amount will be treated as a distributed earning.
In the event the equity capital exceeds the balance in the CUCA, the difference will be considered a dividend or distributed earning subject to the payment of income tax. If the earnings in reference come from the CUFIN, there will be no corporate tax due to the capital decrease or reimbursement. Otherwise, these will be treated as dividends or distributed earnings.

Other components of equity
Details of other components of equity as of December 31, 2024 and 2023, are as follows:
Legal
reserve
Actuarial
gain and
losses
Additional
paid-in
capital
Translation
result
Revaluation
surplus
Total
Balance as of December 31, 2022
$
216,948
$
( 70,733
)
$
77,106
$
( 247,668
)
$
753,439
$
729,092
Defined benefit plan
-
8,453
-
-
-
8,453
Reclassification from disposal of properties and depreciation
- - - - ( 41,797 ) (a)
( 41,797 )
Total before taxes
-
8,453
-
-
( 41,797
)
( 33,344
)
Tax expense
-
( 2,536
)
-
-
12,639
10,103
Total net of taxes
-
5,917
-
-
( 29,158
)
( 23,241
)
Balance as of December 31, 2023
$
216,948
$
( 64,816
)
$
77,106
$
( 247,668
)
$
724,281
$
705,851
Defined benefit plan - 4,551 - - - 4,551
Revaluation surplus
- - - - 22,974 22,974
Reclassification from disposal of properties and depreciation
- - - - ( 28,030 ) (a)
( 28,030 )
Total before taxes - 4,551 - - ( 5,056 ) ( 505 )
Tax expense - ( 1,365 ) - - ( 6,892 ) ( 8,257 )
Total net of taxes - 3,186 - - ( 11,948 ) ( 8,762 )
Balance as of December 31, 2024 $ 216,948 $ ( 61,630 ) $ 77,106 $ ( 247,668 ) $ 712,333 $ 697,089


(a)
It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.

17
Revenues
The revenues as of December 31, 2024, 2023 and 2022, are summarized as follows:
2024
2023
2022
Maritime
Offshore vessels
$
803,027
$
462,801
$
527,571
Parcel tankers
193,943
246,291
351,539
Fuel oil transportation 264,742 57,220 -
Shipping agencies
1,497
29,217
31,379
Commercialization of hydrocarbons
19,785 - -
Maritime administration services (a)
-
-
16,343
Bulk carrier (b)
-
-
304,269
Maritime infrastructure
Shipyard
262,220
200,496
118,441
Logístics, ports and terminals
Intermodal terminal
39,876
37,991
38,910
Repair of containers
3,471
21,008
110,966
Automotive services
12,389
8,036
5,442
Port services
6,206
6,080
5,659
Warehousing and other businesses
Warehousing
146,420
149,507
172,537
Total consolidated revenue
$
1,753,576
$
1,218,647
$
1,683,056

(a)
As discussed in Note 4.19, the contract that Grupo TMM had as maritime administrator with Marítima del Golfo was terminated on August, 2022.

(b)
The merchandise transportation operation contract terminated in the first quarter of 2023 .

The Company’s revenues do not show any particular grouping characteristic, such as by type of customer (government and private), geographic zone, etc. The main grouping is shown based on the type of revenue for each segment. Moreover, as discussed in Note 4.19, all of the Company’s revenues are recognized over time.
18
Other income (expenses)
Other income (expenses) as of December 31, 2024, 2023 and 2022, are summarized as follows:
2024
2023
2022
Movement of provisions
$
37,444
$
44,527
$
61,170
Tax recovery, net of expenses incurred in the recovery
20,149 ( 3,034 ) -
Cancellation of leases in the warehousing business
14,307
20,227
-
Gain from the sale of subsidiaries
-
3,676
-
Result in the sale of fixed assets
10,042 - -
Other, net
( 2,112
)
391
( 2,393
)
Impairment of materials and supplies
( 23,531
)
-
-
Expenses related to the cancellation of the corporate building lease - - ( 11,351 )
Loss from sale of property and equipment, net (see Note 9)
-
-
( 57,804
)
$
56,299
$
65,787
$
( 10,378
)


19
Interest expense and other financial costs
This caption at December 31, 2024, 2023 and 2022, is comprised as follows:
2024
2023
2022
Interest on financial debt
$
13,465
$
9,411
$
9,096
Interest on financial related parties
13,885 16,290 18,227
Interest expense on leasing agreements
16,118
28,783
28,568
Other financial expenses
4,660
8,546
5,257
Amortization of transaction cost associated with financial debt
-
36
415
$
48,128
$
63,066
$
61,563
20
Income tax and tax loss carryforwards
Income Tax
Results for the year
Grupo TMM and subsidiaries incurred on combined tax losses for the years ended December 2024 and 2023, in the amounts of $ 448,374 and $ 156,078 , respectively. Most of the companies that generated tax income for an amount of $ 325,436 amortized them with tax losses from prior years for an amount of $ 323,944 . Part of the income tax recognized in profit or loss corresponds to subsidiaries that generated taxable income of $ 28,913 , $ 14,840 and $ 10,573 , for 2024, 2023 and 2022, respectively .
The difference between taxable income and book income is due primarily to the net effect of the gain or loss on inflation recognized for tax purposes, the difference between tax and book amortization and depreciation, non-deductible expenses, as well as certain temporary differences reported in different periods for financial and tax purposes.

In accordance with the currently enacted Income Tax Law, the rate for 2022, 2023, 2024, and subsequent years is 30 %.

The provision for income tax recognized in the statement of profit or loss for the years ended December 31, 2024, 2023 and 2022, is as follows:

2024
2023
2022
Income tax
$
( 8,674
)
$
( 4,452
)
$
( 3,172
)
Deferred income tax
8,674
24,652
32,763
Total income tax benefit
$
-
$
20,200
$
29,591
The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company at December 31, 2024, 2023 and 2022, is as follows:
2024
2023
2022
Profit (loss) before taxes
$
114,795
$
( 4,742
)
$
( 28,688
)
Income tax
( 34,439
)
1,423
8,606
Increase (decrease) from:
Difference in depreciation and amortization
( 20,543
)
( 20,110
)
( 64,523
)
Materials and supplies
( 63,930
)
11,483
3,418
Inflationary and currency exchange effects on monetary assets and liabilities, net
( 6,309
)
( 4,562
)
15,663
Tax losses amortization
158,997
115,461
265,090
Provisions and allowance for doubtful accounts
( 147,543
)
( 65,824
)
( 165,542
)
Capital expenses deducted for tax purposes
133,657 - -
Difference between the tax and book value for the sale of assets
( 540
)
-
( 7,277
)
Difference between the tax and book value for the sale of shares of subsidiaries
-
( 4,931
)
-
Non-deductible expenses
( 19,350
)
( 12,740
)
( 25,844
)
Income tax benefit
$
-
$
20,200
$
29,591
The components of deferred tax liability at December 31, 2024 and 2023, are comprised as follows:
2024
2023
Tax loss carryforwards
$
363,027
$
372,390
Inventories and provisions – net
80,601
73,788
Property and equipment and right-of-use asset
( 575,688
)
( 578,654
)
Total deferred tax liability
$
( 132,060
)
$
( 132,476
)

As of December 31, 2024, the Company’s Management carried out the evaluation of the amount of tax losses that will be recoverable and determined based on projections that the effect of the deferred tax asset determined in the year will be realized at 44 % based on the information available at the date of issuance of the consolidated financial statements.
Tax loss carryforwards

As of December 31, 2024, Grupo TMM and its subsidiaries, report the following cumulative tax losses, which are restated applying the INPC in accordance with Mexican law.

Year in which the loss was incurred
Amounts
Year of
expiration
2015
$
42,875
2025
2016
224,356
2026
2017
146,903
2027
2018
299,368
2028
2019
573,207
2029
2020
446,810
2030
2021
140,373
2031
2022
126,435
2032
2023
165,269
2033
2024
450,076
2034
$
2,615,672

21
Segment reporting

The Company as of December 31, 2024, 2023 and 2022 operates in the following segments: i) specialized maritime transportation, ii) maritime infrastructure, iii) logistics, ports and terminals and iv) warehousing. Specialized maritime transportation operations (‘Maritime Division’) include transportation of bulk liquid products, materials and provisions for drilling platforms. (‘Maritime infrastructure’) correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard). Logistics, ports and terminals operations (‘Logistics ports and terminals Division’) include the operations of logistics solutions services and container and railcar maintenance and repair services and loading and unloading, storage at maritime port terminals, and shipping agency operations. Warehousing operations (‘Warehousing Division’) include storage and management of the facilities and bonded warehouses.

There are no changes in the measuring methods used to calculate the earnings reported for each segment. The information for each operating segment is as follows:
Maritime
division
Maritime
infrastructure
division
Logistics,
ports and
terminals
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
December 31, 2024
Revenue
$
1,282,994
$
262,220
$
61,942
$
146,420
$
-
$
1,753,576
Costs and expenses
( 1,050,110
)
( 188,617
)
( 74,717
)
( 129,355
)
-
( 1,442,799
)
Corporate expenses
-
-
-
-
( 59,171
)
( 59,171
)
Depreciation and amortization
( 19,300
)
( 4,712
)
( 12,957
)
( 56,084
)
( 2,178
)
( 95,231
)
Transportation profit (loss)
$
213,584
$
68,891
$
( 25,732
)
$
( 39,019
)
$
( 61,349
)
$
156,375
Costs, expenses and revenue not allocated
( 41,580
)
Net income for the year
$
114,795

Maritime
division
Maritime
infrastructure
division
Logistics,
ports and
terminals
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
December 31, 2024
Properties
$ 226,634 $ 574,093 $ 1,216,359 $ 85,537 $ 168,676 $ 2,271,299
Rights of use by segment
- - 47,504 19,701 - 67,205
Other assets by segment
975,850
357,556
225,587
70,971
-
1,629,974
Shared assets
-
-
-
-
23,434
23,434
Total assets
$
1,202,484
$
931,659
$
1,489,450
$
176,209
$
192,110
$
3,991,912
Total liabilities by operating segment
$
676,021
$ 450,452
$
437,077
$
268,631
$
-
$
1,832,181
Shared liabilities
-
-
-
-
51,291
51,291
Total liabilities
$
676,021
$
450,452
$
437,077
$
268,631
$
51,291
$
1,883,472
Total capital expenditures by segment
$
70,545
$
396,057
$
2,054
$
745
$
-
$
469,401
Shared capital expenditures
-
-
-
-
59
59
Total capital expenditures
$
70,545
$
396,057
$
2,054
$
745
$
59
$
469,460

Maritime
division
Maritime
infrastructure
division
Logistics,
ports and
terminals
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
December 31, 2023
Revenue
$
795,529
$
200,496
$
73,115
$
149,507
$
-
$
1,218,647
Costs and expenses
( 704,075
)
( 140,614
)
( 95,844
)
( 120,483
)
-
( 1,061,016
)
Corporate expenses
-
-
-
-
( 61,605
)
( 61,605
)
Depreciation and amortization
( 36,385
)
( 8,191
)
( 13,059
)
( 65,296
)
( 2,191
)
( 125,122
)
Transportation profit (loss)
$
55,069
$
51,691
$
( 35,788
)
$
( 36,272
)
$
( 63,796
)
$
( 29,096
)
Costs, expenses and revenue not allocated
44,554
Net income for the year
$
15,458
Properties
$ 156,014 $ 182,762 $ 1,284,274 $ 80,352 $ 122,730 $ 1,826,132
Rights of use by segment
- 1,383 49,437 97,131 - 147,951
Other assets by segment
675,684
322,046
153,529
109,183
-
1,260,442
Shared assets
-
-
-
-
32,305
32,305
Total assets
$
831,698
$
506,191
$
1,487,240
$
286,666
$
155,035
$
3,266,830
Total liabilities by operating segment
$
422,088
$
73,753
$
449,429
$
311,824
$
-
$
1,257,094
Shared liabilities
-
-
-
-
35,359
35,359
Total liabilities
$
422,088
$
73,753
$
449,429
$
311,824
$
35,359
$
1,292,453
Total capital expenditures by segment
$
124,118
$
6,582
$
495
$
150
$
-
$
131,345
Shared capital expenditures
-
-
-
-
-
-
Total capital expenditures
$
124,118
$
6,582
$
495
$
150
$
-
$
131,345

Maritime
division
Maritime
infrastructure
division
Logistics, ports
and terminals
division
Warehousing
division
Other
businesses
and shared
accounts
Total
consolidated
December 31, 2022
Revenue
$
1,231,101
$
118,441
$
160,977
$
172,537
$
-
$
1,683,056
Costs and expenses
( 1,120,565
)
( 79,775
)
( 137,165
)
( 121,096
)
-
( 1,458,601
)
Corporate expenses
-
-
-
-
( 82,047
)
( 82,047
)
Depreciation and amortization
( 19,063
)
( 7,625
)
( 18,099
)
( 52,480
)
( 2,252
)
( 99,519
)
Transportation profit (loss)
$
91,473
$
31,041
$
5,713
$
( 1,039
)
$
( 84,299
)
$
42,889
Costs, expenses and revenue not allocated
( 41,986
)
Net income for the year
$
903
Properties
$
102,998 $ 152,036 $ 1,021,222 $ 97,063 $ 117,452 $ 1,490,771
Rights of use by segment
- 6,917 73,543 188,478 - 268,938
Other assets by segment

752,039

321,594

492,439

174,878

-

1,740,950
Shared assets
-
-
-
-
725
725
Total assets
$
855,037
$
480,547
$
1,587,204
$
460,419
$
118,177
$
3,501,384
Total liabilities by operating segment
$
531,477
$
88,104
$
534,400
$
371,097
$
-
$
1,525,078
Shared liabilities
-
-
-
-
175,282
175,282
Total liabilities
$
531,477
$
88,104
$
534,400
$
371,097
$
175,282
$
1,700,360
Total capital expenditures by segment
$
49
$
7,997
$
148
$
17,037
$
-
$
25,231
Shared capital expenditures
-
-
-
-
-
-
Total capital expenditures
$
49
$
7,997
$
148
$
17,037
$
-
$
25,231
22
Employee benefits
Expense for employee benefits

The expenses recognized for employee benefits are:
2024
2023
2022
Salaries and benefits
$
304,353
$
264,005
$
272,092
Pensions – defined benefit plans
10,578
10,949
13,224
$
314,931
$
274,954
$
285,316
The long-term liabilities recognized for pensions and other employee remunerations in the consolidated statement of financial position are comprised as follows:
2024
2023
Long-term:
Pensions
$
42,358
$
44,808
Seniority premium
8,639 8,906
Termination of employment
23,685
23,676
$
74,682
$
77,390

The short-term liabilities for employee benefits, are included in the line ‘Accounts payable and accrued liabilities’ in the consolidated statements of financial position, which as of December 31, 2024 and 2023, amounted to $ 4,122 and $ 3,012 , respectively (see Note 15).

Remunerations on the termination of employment
The seniority premiums and the retirement plan (‘pensions’) obligations are based on actuarial calculations using the projected unit credit method. Pension benefits are based mainly on years of service, age, and salary level upon retirement.
The amounts charged to operations include the amortization of the cost of past services over the average time of service remaining. The Company continues with its policy of recognizing actuarial losses and gains for seniority premiums and pensions in the consolidated statement of operations, the actuarial gain net of taxes for 2024, 2023 and 2022 was $ 3,186 , $ 5,917 and 21,785 , respectively (see Note 16).
The plan exposes Grupo TMM to such risks as interest rate, investment, mortality, and inflation.
Interest rate risk
The present value of the defined benefits obligation is calculated using a discount rate making reference to the market performance of high-quality corporate bonds.
The estimated term for the bonds is consistent with the estimated term for the defined benefits obligation and is denominated in pesos. A decrease in the market performance of high-quality corporate bonds will increase the defined benefits obligation of the Company, although this is expected to be partially compensated by an increase in the fair value of certain of the plan’s assets.
Investment risk
The plan assets are predominantly capital and debt instruments traded on the Mexican Stock Exchange which are considered low risk.
Mortality risk
The Company provides benefits for life to those who are covered by the defined benefits liability. An increase in the life expectancy of such persons will increase the defined benefits liability.
Inflation risk
A significant proportion of the defined benefits obligation is linked to inflation. An increase in the inflation rate will increase the Company’s obligation.

The details of the net cost for the period for seniority premiums and termination of employment, and also the basic actuarial estimates for the calculation of these labor obligations were shown as follows:
2024
2023
Pensions and
seniority
premiums
Termination of
employment
Pensions and
seniority
premiums
Termination of
employment
Current service cost
$
1,409
$
2,044
$
( 10,164
)
$
13,620
Interest cost
4,798
2,327
6,062
1,431
Net cost for the period
$
6,207
$
4,371
$
( 4,102
)
$
15,051

At December 31, 2024 and 2023, the reserve for pensions and seniority premiums, and also for the termination of employment, were comprised as follows:

2024
2023
Pensions and
seniority
premiums
Termination of
employment
Pensions and
seniority
premiums
Termination of
employment
Defined benefit obligations
$
51,618
$
23,685
$
54,204
$
23,676
Assets plan
( 622
)
-
( 490
)
-
Total reserve
$
50,996
$
23,685
$
53,714
$
23,676
As of December 31, 2024, and 2023, the defined benefit obligations (DBO) for pensions and seniority premiums, and also for the reserve for termination of employment, were comprised as follows:

2024
2023
Pensions and
seniority
premiums
Termination of
employment
Pensions and
seniority
premiums
Termination of
employment
DBO at beginning of period
$
54,204
$
23,676
$
70,223
$
14,914
Current service cost
1,409
2,044
( 10,164
)
13,620
Interest cost
4,798
2,327
6,062
1,431
Benefits paid
( 2,034
)
( 517
)
( 1,297
)
( 310
)
Benefits paid from plan assets
( 6,228
)
-
( 6,674
)
-
Past service cost
( 531
)
( 3,845
)
( 3,946 )
( 5,979
)
DBO at end of period
$
51,618
$
23,685
$
54,204
$
23,676
The assets plan as of December 31, 2024 and 2023 were comprised as follows:
2024
2023
Value of the fund at beginning of year
$
490
$
485
Expected return on assets
175
( 39
)
Plan contributions
6,228
5,647
Benefits paid
( 6,228
)
( 5,647
)
Interests on assets plan
( 44
)
44
Value of the fund at end of year
$
621
$
490

The changes in the pension plan, seniority premium, and termination of employment plan as of December 31, 2024 and 2023 were as follows:
2024
2023
Reserve for obligations at the beginning of the period
$
77,390
$
84,652
Cost for the period
10,578
10,949
Interest income
44
( 44
)
Contributions to the plan
( 6,228
)
( 5,647
)
Benefits paid on pension plan
( 2,726
)
( 4,028
)
Miscellaneous
175
( 39
)
Actuarial gain or losses
( 4,551
)
( 8,453
)
Reserve for obligations at the end of the period
$
74,682
$
77,390
The significant actuarial assumptions used for the valuation were:
2024
2023
Discount rate
11.25
%
10.75
%
Salary increase rate
4.00
%
4.00
%
Inflation rate
3.50
%
3.50
%
Average working life expectancy
14.34
14.00
These assumptions were prepared by Management with the assistance of independent actuaries. The discount factors are determined near the end of each year making reference to the market performance of high-quality corporate bonds denominated in the currency in which the benefits will be paid and which have similar maturities to the terms for the pension obligation corresponding. Other assumptions are based on actual reference parameters and Management’s historical experience.
As of December 31, 2024 and 2023, approximately 8 % and 10 %, respectively, of the Company’s employees are employed under collective labor agreements. Under those contracts, labor compensations are subject to annual negotiation, while other compensations are negotiable every two years . As of December 31, 2024 and 2023, Grupo TMM has 720 employees in both years.
The significant actuarial assumptions to determine the defined benefits obligation are the discount rate, the salary increase rate, and the average life expectancy. The calculation of the defined benefits obligation is sensitive to these assumptions.

The following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2024:
1.0% increase
1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation
( 1,142
)
1,258
Salary increase rate
Increase (decrease) in the defined benefits obligation
532
( 938
)

Increase in 1 year
Decrease in 1
year
Average life expectancies
(Decrease) increase in the defined benefits obligation
( 53
)
12

The present value of the defined benefits obligation and also the defined benefits obligation recognized in the consolidated statement of financial position are calculated using the same method (projected unit credit). The sensitivity analyses are based on a change in one assumption without changing the others. This sensitivity analysis may not be representative of the real variance in the defined benefits obligation, as it is unlikely that the change to the assumptions would occur on its own, as some of the assumptions may be correlated.
23
Earnings per share
As of December 31, 2024, 2023 and 2022, income per share was determined based on the weighted average number of shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted income per share are the same.
24
Fair value measurement
Fair value measures for non-financial assets
The non-financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of relevant data for the measuring, as follows:

•
Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities;

•
Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;

•
Level 3: non-observable data for the asset or liability.

As of December 31, 2024 and 2023 non-financial assets measured at fair value were classified in Level 2 of this hierarchy, as described below:

2024
2023
Level 3
Buildings
$
172,305
$
101,033
Lands
1,368,143
1,419,674
$
1,540,448
$
1,520,707
As of December 31, 2024 and 2023, fair value of the Company’s properties were estimated based on appraisals performed by independent, professionally qualified property valuers.

The important information and assumptions are prepared in close collaboration with Management. The valuation processes and changes in the fair value are reviewed by the Administration and Finance Department on the financial reporting date. Additional information on fair value measurement is as follows.

Buildings and lands (Level 3)
The valuation was prepared based on a market focus that reflects the prices observed on recent market transactions involving similar properties and incorporates adjustments for factors specific to the property in question, including land size, location, liens, and current use.

The most significant information used, which is not observable, is the adjustment for factors specific to the properties in question. The magnitude and direction of this adjustment depends on the characteristics of observable market transactions for similar properties used as the end point for the valuation. Although this information is subjective, Management considers that the global valuation will not be materially affected by reasonably possible alternatives.

As of December 31, 2024 and 2023, the reconciliation between the carrying amounts of non-financial assets classified within Level 3 was as follows:
2024
2023
Balance as of January 1
$
1,520,707
$
1,250,989
Amount recognized in other comprehensive income:
Revaluation surplus
22,974
-
Additions and disposals, net
( 3,233
)
( 2,782
)
Transfer from available-for-sale assets
- 272,500
Balance as of December 31
$
1,540,448
$
1,520,707
As of December 31, 2024 and 2023, there were no effects from unrealized gains from fair value measurements.
25
Financial instruments risk
Risk management objectives and policies
Grupo TMM is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 13. The main types of risks are market risk, credit risk and liquidity risk.
The Company’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing short to medium-term cash flows by minimizing the exposure to volatile financial markets.
The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Company is exposed are described below:
Market risk

Currency risk

The monetary position for Grupo TMM may be materially affected by variances in the exchange rate between the US dollar and the Mexican peso due to the Company’s significant operations in Mexico. The Company does not cover this exposure. Grupo TMM minimizes its exposure effects in foreign currency by contracting financial debt in Mexican pesos.

Grupo TMM also faces transactional currency exposure. This exposure derives from sales and acquisitions made in currencies other than Mexican pesos, Grupo TMM’s functional currency. As of December 31, 2024 and 2023, approximately 73 % and 80 % of Grupo TMM’s sales are denominated in US dollars, respectively while approximately 35 % and 40 % of the costs and expenses for both years are denominated in US dollars.

As of December 31, 2024 and 2023, the Company held monetary assets and liabilities denominated in foreign currencies other than the Mexican peso, translated at the corresponding interbank exchange rate as related to the Mexican peso, as follows:

2024
2023
US dollars


Assets
$
40,494
$
23,356
Liabilities
( 54,673
)
( 25,129
)
$
( 14,179
)
$
( 1,773
)

As of October 1, 2025, December 31, 2024 and 2023, the exchange rate was Ps 18.3477 , Ps 20.5103 and Ps 16.8935 per US dollar, respectively.

As of December 31, 2024 and 2023, the balance of monetary assets and liabilities denominated in currencies other than the Mexican peso or the US dollar is not significant.

Sensitivity analysis
The following table shows for the years ended December 31, 2024 and 2023 the sensitivity in profit or loss related to the financial assets and liabilities of Grupo TMM and the exchange rate; US dollar / Mexican peso considering that the rest of the conditions remain the same’, assumes a change of +/- 3 % for 2024 and +/- 12 % for 2023 in the peso / US dollar exchange rate.
This percentage was determined based on the volatility of the average exchange rate market over the past 12 months. The sensitivity analysis is based on financial instruments in foreign currency held by Grupo TMM on the reporting date.
If the Mexican peso had strengthened or weakened against the US dollar by 3 % for 2024 and 12.00 % for 2023,  this would have had the following impact on the monetary position:
2024
2023
3%
increase in the
exchange rate
3%
decrease in the
exchange rate
12%
increase in the
exchange rate
12%
decrease in the
exchange rate
Assets in US dollars
$
1,124
$
( 1,124
)
$
47,348
$
( 47,348
)
Liabilities in US dollars
( 1,517
)
1,517
( 50,943
)
50,943
$
( 393
)
$
393
$
( 3,595
)
$
3,595

The exposure to exchange rates varies during each year, depending on the volume of overseas operations or in foreign currency; however, the above analysis is considered representative of Grupo TMM’s exposure to currency risk.

Interest rate risks

Grupo TMM’s exposure to the risk of changes in market interest rates is related principally to the long-term debt obligations at a variable interest rate.

Grupo TMM mainly contracts its loans in instruments with fixed rates; however, when the conditions of a variable rate loan are favorable, they are contracted under those conditions. As of December 31, 2024, the Company has $ 126.8 and $ 345.6 million pesos of debt contracted on fixed and variable rates, respectively. As of December 31, 2023, the debt contracted on fixed and variable rates was $ 71.2 and $ 3.2 million pesos, respectively.

Sensitivity analysis

The following table illustrates the sensitivity in profit or loss at December 31, 2024 and 2023 to a reasonably possible change in the interest rates of +/- 1 % and +/- 1 %, respectively. These changes are considered to be reasonably possible based on the current market conditions.

The calculations are based on a variance in the average market interest rate for each period and the financial instruments on the reporting date that are sensitive to variances in the interest rates. The rest of the variables remain constant.
2024
2023
+ 1 %
Variance
- 1 %
Variance
+ 1 %
Variance
- 1 %
Variance
Income or loss for the year
$
( 139
)
$
139
$
( 6,307
)
$
6,307

The impact shown in the above sensitivity is considered the same both in the results of profit or loss and in stockholders’ equity.

Concentration of risk

For the year ended December 31, 2024, the Company obtained revenues from PEMEX Exploración y Producción, CFE Energía and Celanese Operations Mexico, representing 28 %, 14 % and 11 %, respectively. None of the remaining customers represents more than 4 % of the total revenues.
For the year ended December 31, 2023, the Company obtained revenues from PEMEX Exploración y Producción, Celanse Operations Mexico and Helmsley Management, representing 38 %, 13 % and 6 %, respectively. None of the remaining customers represent more than 4 % of its total revenues.

The Company considers that the risk of concentration is reasonable due to its operation and the industry in which it operates. The Company’s strategic plans include gradually reducing the concentration of its revenues and customers from the maritime operation segment, by strengthening its maritime infrastructure and logistics operations, ports and terminals, which have a broader market with a lower concentration of customers.

Credit risk
Credit risk is managed on a group basis, based on the credit risk management policies and procedures of Company based on each operating segment.
Credit risk with respect to cash balances maintained in banks and sight deposits is managed through diversification of bank deposits that are only made with high credited financial institutions. For other receivables, other than trade accounts receivable and contractual assets, the balances are considered immaterial and whose risk of default is low.

The Company continuously monitors the creditworthiness of customers, based on its experience and customer profiles defined by Management. The Company’s policy is to deal only with creditworthy counterparties. Credit terms range between 30 and 90 days (except Pemex that handles credit terms of 180 days after billing date). Credit terms negotiated with customers are subject to an internal approval process that considers the experience and profile of the customer. Current credit risk is managed by a periodic review of the accounts receivable aging analysis, together with credit limits per customer.

For certain types of services and customers, it is required that they pay in advance the amount corresponding to the services, thus mitigating the credit risk.

Trade receivable from customers comprise a large number of clients across various industries and geographic areas in Mexico, except for the maritime operation segment where the number of clients is limited, which facilitates the monitoring of the risk conditions of those trade receivables.

Grupo TMM does not maintain any guarantee on its trade accounts receivable or any other financial assets.

In addition, the Company does not have guarantees related to other financial assets (i.e., other receivables, cash and cash equivalents held in banks).

Trade receivables
Grupo TMM applies the IFRS 9 simplified model of recognizing lifetime expected credit losses (ECL) for all trade receivables as these items do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.
Expected credit loss rates are based on the sales payment profile as well as the corresponding historical credit losses during the last periods. Historical rates are adjusted to reflect current and future macroeconomic factors that affect the customer’s ability to liquidate the unpaid balance.

Trade receivables are written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Company on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery. However, industry and client’s practices could generate balances with more than 180 days of aging, for which conclusion is that those balances will be collected.

Pursuant to the foregoing, the expected credit loss for trade accounts receivable as of December 31, 2024 and 2023 was determined as follows:
Trade accounts receivable days in arrears
Current
More than 30 days
More than 60 days
More than 90 days
Total
As of December 31, 2024
Gross carrying value
$
151,637
$
2,109
$
4,326
$
167,919
$
325,991
Single average ECL rate
36.54 %
Expected credit losses during the lifetime
$
119,124
As of December 31, 2023
Gross carrying value
$
49,544
$
8,867
$
3,505
$
206,684
$
268,600
Single average ECL rate
10.65 %
Expected credit losses during the lifetime
$
28,612

Liquidity risk
Liquidity risk consists of Grupo TMM being unable to meet its obligations. The Company manages its liquidity needs by monitoring scheduled debt service payments for short- and long-term financial liabilities, as well as forecasting cash inflows and outflows in the business at least on a weekly basis. As of December 31, 2024, and 2023, 74 % and 90 %, respectively, of Grupo TMM’s financial liabilities are due within the next 12 months.

The Group’s objective is to maintain cash and short-term investments to meet its liquidity requirements for periods of at least 30 days . This objective was met for the reported periods. Financing for long-term liquidity requirements is additionally secured through an adequate amount of available lines of credit and through the ability to sell non-strategic assets.
As of December 31, 2024, and 2023, the financial liabilities and other liabilities of Grupo TMM had contractual maturities (including interest payments as applicable) and were summarized as follows:
Current
Non-Current
In 6 months
6 to 12
Months
1 to 4 years
More than 4
Years
As of December 31, 2024
Trade payables
$
52,202
$
50,186
$
114,163
$
260,497
Accounts payable and accrued expenses
356,200
-
-
-
Related parties

588,471

Leasing liabilities

172,409


Financial debt
13,286
9,133
21,791
38,392
$
421,688
$
820,199
$
135,954
$
298,889
As of December 31, 2023
Trade payables
$
9,606
$
54,533
$
12,374
$
-
Accounts payable and accrued expenses
350,653
-
-
-
Related parties - 340,744 - -
Leasing liabilities
-
147,098
-
-
Financial debt
38,426
28,717
49,573
50,863

$
398,685
$
571,092
$
61,947
$
50,863

The above amounts reflect the contractual cash flows without discount, which may differ from the values registered in the liabilities on the reporting date.
26
Capital management policies and procedures
Grupo TMM’s capital management goal is to ensure the capacity of Grupo TMM to continue as a going concern and to provide its stockholders with an appropriate return on their investment. The Company monitors capital based on the carrying value plus its financial debt.

The Company sets its capital amount proportionate to its overall financing structure, meaning, the capital and financial liabilities that are not loans. Grupo TMM manages the capital structure and makes adjustments in light of changes in the economic conditions and the associated risks of the underlying assets. In order to maintain or adjust the capital structure, Grupo TMM may adjust the amount of capital reimbursements to stockholders, or issue new shares or sell assets to reduce its financial debt.

As of December 31, 2024 and 2023, the amounts managed as capital are as follows:
2024
2023
Stockholders’ equity
$
2,108,440
$
1,974,377
Cash and cash equivalents
( 207,110
)
( 100,044
)
Capital
$ 1,901,330 $ 1,874,333
Stockholders’ equity
$
2,108,440
$
1,974,377
Financial debt
477,048
76,513
Leasing liabilities
82,602
167,579
Overall financing
$
2,668,090
$
2,218,469
Capital-to-overall financing ratio
0.71
0.84
27
Contingencies

a)
RPS Claim
On August 7, 2007, Transportación Marítima Mexicana, S.A. de C.V. (‘TMM’), subsidiary of Grupo TMM, filed a claim for arbitration against Refined Product Services (“RPS”) for$ 50 thousand US dollars, (approximately $ 1,026 ) or various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.
On October 19, 2007, RPS filed a countersuit for $ 3.0 million US dollars, (approximately $ 61,531 ) for alleged faults and lack of maintenance involving the tanker vessel Palenque, and also consequential damages for having lost a contract while the vessel was being repaired. During the year 2023 and 2024 and up to the date of authorization of the consolidated financial statements, no significant events occurred in the process.
The Company’s Management and its legal advisors consider the position against this countersuit is strong, as there are sufficient elements and arguments for defense, also the amount claimed by RPS would appear to be excessive and for non-supported issues.
b)
Tax matters of TMM


i.
Lawsuit filed by TMM against the resolutions determining various tax credits for alleged omissions regarding income tax for the fiscal year 2005. On April 14, 2021, the Full Jurisdictional Chamber of the Superior Chamber of the Federal Administrative Justice Tribunal issued a ruling, declaring the nullity of the resolution determining the tax credit, except for a few deductions, for which a tax credit of $ 1.5 million pesos was determined, which has been paid.


ii.
During 2017 and 2016, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT for its acronym in Spanish), on the rejection of tax deductions (year 2007), modifications to the Consolidation Regime for controlled companies (year 2005), deferred income tax on consolidation (year 2010), and the termination of the consolidation regime (year 2013). It should be noted that all jurisdictional instances have been resorted to, including the revaluation of the determinants is being considered for a negotiation in favor of the Group’s interests.

In relation to numeral ii., during 2024 and up to the date of authorization of the consolidated financial statements, these cases remain ongoing without significant changes primarily due to the Judicial Reform process in Mexico, which has affected the resolution times of the ongoing cases.


iii.
On March 25, 2025, the ruling was notified in which the request for amparo by TMM was denied, confirming the validity of the resolution that determined various tax credits for alleged omissions in withholding Income Tax and VAT from foreign residents, for the fiscal year 2014; on April 14, 2025, the Request for Review was filed against the ruling issued in the trial where the protection and safeguarding of the Union's Justice is sought.
c)
Other legal proceedings

The Company is participating into various other legal proceedings and administrative actions, all of which are of an ordinary or routine nature and incidental to its operations. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of the Company’s Management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the Company’s financial condition, results of operations or liquidity.
d)
Operations with related parties

Under the Income Tax Law, companies that conduct operations with related parties, nationals or nonresidents, are subject to fiscal limitations and obligations regarding the determination of the prices negotiated, as these must be comparable to those that would be used with or between independent parties on similar operations.
In the event the tax authorities were to review the prices and reject the amounts determined, they may demand, an addition to the taxes and accessory charges corresponding (adjustments and surcharges), fines on omitted taxes, which could be for up to 100 % of the adjusted tax amount.
The Company has significant transactions and relations with related parties. In regards to this the Company and its subsidiaries are in the process of completing this study for 2024 and 2023.
e)
Other legislation

Grupo TMM and Subsidiaries are subject to the laws and ordinances of other countries, as well as international regulations governing maritime transportation and the observance of safety and environmental regulations.

28
Subsequent events to the reporting date

a)
In January 2025, a newly constructed floating dock was incorporated into the fleet of the ‘Maritime Infrastructure Division’, which was acquired through financing provided by Bancomext for 16.8 million dollars, equivalent to approximately 85 % of its value at a rate of SOFR + 2.35 % with quarterly payments of principal and interest. The floating dock has the capacity to service vessels of up to 6,000 tons of lift, accessing 94 % of the market. Additionally, that month, a financing contract was signed with Grupo Financiero Inbursa for 40.5 million US dollars at an annual rate of SOFR + 5 %, with semiannual payments of principal and interest, for the purchase of two specialized vessels called ‘Dredging vessels’ designed and converted by the technical team of the ‘Maritime Division’.

b)
The U.S. Securities and Exchange Commission (SEC) adopted on 6 March 2024 some significant and climate-related disclosure requirements for public companies in their periodic disclosure reports. Under this requirement Grupo TMM will have to make climate-related disclosures, among other the following:

•
Climate-related risks reasonably likely to materially impact the Company’s business strategy, results of operations or financial condition.

•
Actual and potential material impacts of identified climate-related risks on strategy, business model and outlook.

•
Quantitative and qualitative description of material expenses incurred and material impacts on financial estimates and assumptions that directly result from mitigation or adaptation activities.

•
Specific activities to mitigate or adapt to a material climate-related risk, including the use of transition plans, scenario analysis, or internal carbon prices.

•
Oversight by the board of directors of climate-related risks and role of management in assessing and managing the registrant’s material climate-related risks.

•
Processes for identifying, assessing, and managing material climate-related risks and whether and how these are integrated into the overall risk management system or processes.

•
Information about climate-related targets or goals that have materially affected or are reasonably likely to materially affect the registrant’s business, results of operations, or financial condition.

•
A qualitative description of how the development of estimates and assumptions are impacted if estimates and assumptions used to produce financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans.
The Company’s compliance dates required for disclosure and financial statements and electronic tagging will be for the year 2027, in respect to Greenhouse Gas (GHG) Emissions there is no requirement since the Company is neither an accelerated filer nor a non-accelerated filer.
Currently, Company’s Management is in process to define and execute its sustainability strategy to comply with the local and foreign sustainability reporting requirements.

29
Authorization of the consolidated financial statements

The consolidated financial statements of the Company were authorized by Verónica Tego on October 1, 2025 , in her capacity as Director of Administration and Finance, as well as by the Board of Directors on the same date.


TABLE OF CONTENTS
Part IItem 1 Identity Of Directors, Senior Management and AdvisersItem 2 Offer Statistics and Expected TimetableItem 3 Key InformationItem 4 Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5 Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPart III Item 17. Financial Statements Not ApplicablePart IIIItem 17. Financial Statements Not ApplicableItem 17. Financial StatementsItem 18. Financial Statements The Following Financial Statements Are Filed As Part Of This Annual Report on Form 20-fItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on January 15, 2010, together with an English translation (incorporated herein by reference to Exhibit 1.1 of the Companys Form 20-F filed on June 30, 2010). 2.2 Form of Amended and Restated Deposit Agreement (the Deposit Agreement) among the Company, The Bank of New York Mellon, as depositary and all owners and holders of American Depositary Shares (incorporated by reference to Exhibit 1 of the Companys Registration Statement on Form F-6 - Registration No. 333-163562). 2.3 Trust Agreement, dated November 24, 1989 (the CPO Trust Agreement), between Nacional Financiera, S.N.C., as grantor, and as CPO Trustee, together with an English translation (incorporated herein by reference to Exhibit 2 of the Companys Registration Statement on Form F-6 - Registration No. 333-163562). 2.5* Description of securities registered under Section 12 of the Securities Exchange Act of 1934. 8.1* List of Significant Subsidiaries. 12.1* Section 302 Certification of Chief Executive Officer. 12.2* Section 302 Certification of Chief Financial Officer. 13.1* Section 906 Certification of Chief Executive Officer. 13.2* Section 906 Certification of Chief Financial Officer.