{"url_path":"/sec/gtmay/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","accession_number":"0001140361-26-036215","cik":"0001163560","ticker":"GTMAY","issuer_name":"GRUPO TMM SAB","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","primary_entity_key":"0001163560","primary_entity_name":"GRUPO TMM SAB"},"word_count":13726,"has_tables":true,"body_markdown":"ITEM 4\n\nINFORMATION ON THE COMPANY\n\n \n\nA.  History and Development of the Company\n\n \n\nWe were formed on August 14, 1987, under the laws of Mexico as a variable capital corporation (sociedad anónima de capital variable) to\n\nserve as a holding company for investments by certain members of the Serrano Segovia family.\n\n \n\nTMM 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\nto 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\nfamily.\n\n \n\n29\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nIn 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.\nAfter 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\ndivision (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\nrecourse 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.\n\n \n\nOn 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\nsingle 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\nGrupo TMM, S.A. de C.V. to Grupo TMM, S.A.\n\n \n\nAs 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\nadded 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\nresult, 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\nnew Shares are identical to the rights afforded by the former Series A Shares.\n\n \n\nOn 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\nMaritima, 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\nProgram”). 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\nthose 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\nTMMDM’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\nMarítima del Golfo de México y Subsidiarias para el Petróleo, S.A. de C.V.\n\n \n\nToday, 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,\nColonia 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\nthat 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.\n\n B.  Business Overview\n\n \n\nGeneral\n\n \n\nWe are one of the largest logistics and transportation companies in Mexico, providing a variety of integrated and dynamic logistics and transportation services to premium\nclients throughout Mexico, including maritime transportation services, ports and terminals management, logistics services and warehousing services.\n\n \n\nAs part of the strengthening plan, (i) we have reassigned the ship agency business to the Maritime Operations Division, which was\npreviously 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\n(iv) the Logistics Division is now reported within the Ports, Terminals and Logistics Division.\n\n30\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nMaritime Operations. Our Maritime Operations division provides maritime transportation services,\nincluding   offshore vessels that provide transportation and other services to the oil industry at sea, tanker vessels that transport\npetroleum products, chemical tankers than carry liquid chemical products, and general cargo and bulk vessels in Mexican and international waters. As of March 31, 2026, we operate a fleet of five offshore supply vessels. Additionally, dry cargo maritime operations are conducted on a spot basis. This business unit also provides maritime agency services to ship owners and operators of Mexico’s main ports.\n\n           Maritime infrastructure operations. We operate a shipyard with integrated services based in the port of\nTampico, 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,\n2026, 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\nthan 30 vessels per year and provides us with the necessary capabilities to build additional naval vessels.\n\n \n\nPorts, Terminals and Logistics Operations. We presently provide general cargo operations at the\nport 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\nMexican government’s decision that all ports should be operated by such government, our concession in the port of Acapulco was not renewed.\n\n \n\nIn addition, we provide dedicated logistics services to major manufacturers, including automobile manufacturers and retailers with facilities and operations throughout\nMexico. 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\npractices; logistics network (order-cycle) analysis; automotive logistics supervision from the production line exit, warehouses and transportation to the various ports for export, import and domestic market units, logistics information\nprocess design; intermodal transport; supply chain and logistics management; maintenance and repair of containers in principal Mexican ports and cities and inbound and outbound distribution using multiple transportation modes. Due to the\nscope 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.\n\n \n\nWarehousing Operations. In October 2025, the warehousing business ceased to be part of the Company’s consolidated operations as a\nresult of the loss of control in accordance with IFRS 10 “Consolidated Financial Statements”.\n\nAs of December 31, 2025, the Company holds a 99% equity interest in Almacenadora de Depósito Moderno, S.A. de C.V. (ADEMSA) and Saricogui Logística, S.A.P.I. de C.V. (Saricogui), both of which were part of\nthe Warehousing Operations.\n\nThe warehousing business overtime has become a small division for Grupo TMM, representing approximately 3% for the nine-month period ending September 30, 2025 and 8% and 12% for the years\nended December 31, 2024 and 2023, respectively, of the consolidated revenues of the group. Grupo TMM’s business strategy is to focus on Maritime and Maritime infrastructure operations; therefore, the sale of the warehousing division has\nbeen considered as an option to generate additional cash flow from the sale while it allows Management to dedicate efforts and resources to those significant divisions.\n\nIn relation to the above, Grupo TMM signed a letter of intent with the third-party specialized in the warehousing and logistics business, in which the latter expresses their interest in\nacquiring all the shares representing the subsidiaries’ capital stock at a price of $40 million pesos, payable in several installments. As of December 31, 2025, the advances received were in the amount to $16.7 million pesos. The\ncompletion of the sale is subject to meeting certain requirements and obtaining authorization from the relevant regulatory entities and is expected to happen in the following years. Due to the characteristics of this transaction, it does\nnot fall within the natures of assets held for sale nor discontinued operations according to the related IFRS standards.\n\n31\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nWith the purpose of facilitating the completion of this sale, Grupo TMM and the third-party signed corporate agreements that granted 1% of capital stock of ADEMSA and Saricogui to the\nthird party along with the rights to name the majority of the Board of Directors, these agreements are executable and non-cancelable within a 5-year period, during which the sale is expected to be completed; also the above considered that\ninstallments received by Grupo TMM for the sale are equivalent to a 42% of the total capital stock of warehousing operations. These agreements granted to the third party the right to direct the relevant activities (definition of the\nbusiness plan, determination of services to be provided and relationships with customers and suppliers, approval of financing and other significant transactions) that directly affect the variable returns to which shareholders are entitled\nor are exposed and without limitation to exercise such rights, such rights were fully exercised by the third party. Therefore, as of October 1, 2025 Grupo TMM concluded they have lost control of ADEMSA and Saricogui.\n\nAs of the date of the loss of control, the Company stopped consolidating the assets and liabilities, as well as the income and expenses of ADEMSA and Saricogui; on that date, it\nrecognized the amount of the retained equity investment of $52 million pesos and a gain of $204,443, due to the negative carrying value of these subsidiaries in the amount of $152,443. See Note 1 “General information and nature of\noperations” and Note 17 “Other costs, expenses and income” of the Audited Consolidated Financial Statements contained elsewhere herein.\n\nThrough its subsidiaries Almacenadora de Depósito Moderno, S.A. de C.V., Organización Auxiliar de Crédito (“ADEMSA”), and Saricogui, Logística S.A.P.I. de C.V.\n(“Saricogui”), the Company provided warehousing services for domestic and international goods. ADEMSA operated as an authorized General Warehouse (Almacén General de Depósito) in Mexico, with the capacity to issue warehouse certificates\nand to enable third-party facilities under the bonded warehouse (depósito fiscal) regime, while Saricogui focused on domestic warehousing services.\n\n \n\nSet forth below are our total revenues over the last three fiscal years for each of our business segments:\n\n \n\n \n\nConsolidated Transportation Revenues\n\n(in millions of Pesos)\n\nfor the Years Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\nMaritime Operations\n\n \n\n$\n\n1,440.9\n\n \n\n \n\n$\n\n1,283.0\n\n \n\n \n\n$\n\n795.5\n\n \n\nMaritime infrastructure operations\n\n \n\n \n\n327.8\n\n \n\n \n\n \n\n262.2\n\n \n\n \n\n \n\n200.5\n\n \n\nPorts, terminals and logistics Operations\n\n \n\n \n\n83.1\n\n \n\n \n\n \n\n61.9\n\n \n\n \n\n \n\n73.1\n\n \n\nWarehousing Operations\n\n \n\n \n\n56.8\n\n \n\n \n\n \n\n146.4\n\n \n\n \n\n \n\n149.5\n\n \n\nTotal\n\n \n\n$\n\n1,908.6\n\n \n\n \n\n$\n\n1,753.5\n\n \n\n \n\n$\n\n1,218.6\n\n \n\nDigitalization Strategy\n\n \n\nDuring the fiscal year, Grupo TMM continued to consolidate its digital transformation strategy as a key enabler to strengthen productivity, optimize operational\nefficiency, and enhance internal control mechanisms, contributing to sustainable value creation and the long-term resilience of the business.\n\nAs part of this strategy, the Group has promoted the internal development of specialized technological platforms through its Information Technology team. This approach has\nenabled the Company to tailor solutions to the specific operational needs of each business unit, reduce dependence on third-party providers, and avoid recurring costs associated with software licensing, external implementations, and\ncustomization of commercial software. This strategy contributes to strengthening financial efficiency and generating savings that positively impact the Group’s operating profitability.\n\nThe Group’s cloud computing strategy has enabled optimization in the allocation of technological resources, improved operational flexibility, and strengthened financial\ndiscipline, contributing to the gradual reduction of infrastructure costs and greater efficiency in systems management. At the same time, information security frameworks were reinforced through the implementation of additional controls\nand tools aimed at protecting the Group’s information and technological assets, thereby strengthening the management of operational and technological risks.\n\n32\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe continued strengthening of the Information Technology team’s capabilities has enabled an ongoing focus on the evaluation of innovative solutions, ensuring the Group’s\ntechnological evolution and preparedness to address emerging challenges in the digital environment.\n\nStrategic Platforms and Operational Efficiency. Key technological platforms continued to\nevolve to improve the automation, traceability, and control of operational processes.\n\nThe ARCADIA v2.0 customer relationship management system expanded its adoption across the organization, contributing to the optimization of commercial management, improved\nvisibility of business opportunities, and strengthened decision-making based on structured information, positively impacting commercial productivity.\n\nThe APOLO help desk platform continued advancing in its strategic evolution to strengthen traceability, control, and quality in incident management, improving operational\ncontinuity and the experience of internal users.\n\nThe ADIRAN system successfully completed its functional testing phase and is currently in the implementation process. Once deployed, it will replace technological\ninfrastructure that has been in operation for more than 17 years, reducing risks associated with legacy systems, improving the reliability of logistics operations, and generating operational efficiencies.\n\nHuman Capital Management and Organizational Control. The TALENTUM platform continued\nstrengthening workforce capabilities through training and evaluation programs, contributing to improved productivity and greater technical specialization of the Group’s human capital.\n\nThe evolution of DOMUS toward an integrated platform will enhance organizational management through the integration of human resources processes and asset management, improving information\ntraceability and strengthening internal controls.\n\nAdditionally, the DOMUS Marítimo platform enabled improved personnel allocation in maritime operations, enhanced shift planning, and strengthened regulatory compliance, contributing to safer\nand more efficient operations.\n\nAutomation, Financial Control, and Operational Discipline. The SYRIUS system continued\nevolving as a tool for recording and controlling vessel operational activities, facilitating the automated generation of estimates and the monitoring of billing processes, contributing to improved financial accuracy and revenue control.\n\nThe Document Management System continued consolidating its role as a key platform for the structured administration of institutional information, strengthening document traceability,\nregulatory compliance, and the management of information-related risks.\n\nAnalytics and Data-Driven Management. As part of the Group’s data-driven management\nstrategy, corporate key performance indicator (KPI) dashboards were further consolidated as a central platform for strategic analysis. These dashboards integrate operational, financial, and commercial information, improving visibility\ninto business performance and strengthening timely decision-making.\n\nNew Platforms for Operational Optimization. During the period, progress was made in the\ndevelopment of solutions aimed at strengthening operational and financial discipline.\n\nThe NOVA platform will enhance the management and control of maintenance projects through monitoring of labor hours and operational activities, strengthening productivity\nand cost control.\n\nSimilarly, ODISSEI will optimize the management and reporting of travel expenses through automated digital processes, strengthening budgetary control, expense visibility, and financial\ndiscipline.\n\nTechnological Infrastructure. With respect to infrastructure, the Group implemented a\ntechnological consolidation plan aimed at concentrating existing systems with a single cloud service provider and reorganizing legacy systems. This initiative is expected to improve operational efficiency, strengthen business continuity,\nand gradually reduce infrastructure and maintenance costs.\n\n33\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nFinancial Systems. Grupo TMM continues operating with SAP S/4HANA as its core platform for financial and administrative\nmanagement. In parallel, alternative technological solutions are being evaluated to optimize operating costs and strengthen the scalability of financial systems in the medium term, in alignment with the Group's growth strategy.\n\nEfficiency and Cost Optimization. The evolution of the technological ecosystem, particularly through the internal development of\nspecialized platforms, has contributed to:\n\n•\n\nIncreasing productivity through the automation of operational and administrative processes\n\n•\n\nImproving operational efficiency through systems integration and the optimization of information flows\n\n•\n\nReducing costs associated with software licenses, external implementations, legacy system maintenance and manual processes\n\n•\n\nStrengthening internal controls and process traceability\n\n•\n\nReducing operational and technological risks\n\n•\n\nFinancial indicators and budgetary control\n\nContribution to the ESG Strategy\n\nThe Group’s digital strategy contributes to its ESG objectives by reducing paper usage, optimizing the consumption of technological resources, strengthening corporate\ngovernance practices, and improving transparency and traceability across operational and administrative processes.\n\nThe digitalization of processes contributes to a more efficient, responsible, and sustainable operation, aligned with international standards of corporate best practices.\n\nOutlook\n\nGrupo TMM will continue strengthening its technological ecosystem, prioritizing the internal development of strategic solutions that enable financial efficiency,\noperational control, and technological flexibility, thereby contributing to the reduction of structural costs and the generation of sustainable value for its shareholders.\n\n \n\nNew Floating Dock\n\nIn 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\nmillion, 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.\n\n• Supervision of logistics providers for the automotive industry.\n\nIn January 2025, the Ports, Terminals and Logistics division expanded its services in the automotive industry sector, extending its operational scope\nfrom port operations to comprehensive supervision of the logistics chain from the plant level. As part of this expansion, operations commenced in the city of Puebla.\n\n• Deconsolidation of the warehousing business.\n\nIn October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.\n\n• Termination of tanker, gas carrier and chemical tanker vessel contracts.\n\nDuring 2024, the Company commenced the provision of coastal transportation services for fuel oil between various ports in the Gulf of Mexico, which\nconcluded in January 2026.Additionally, in June 2024, propane gas transportation services commenced between the ports of Houston and Coatzacoalcos. Such contract concluded in June 2025.\n\n34\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe petrochemical transportation services contract between the ports of Houston and Coatzacoalcos concluded in December 2025 in accordance with its\ncontractual terms, without subsequent renewal, in line with the Company's strategy of focusing on higher-profitability and operationally efficient operations.\n\nClosure of Certain Container Maintenance and Repair Locations\n\n \n\nAt 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,\nManzanillo, 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.\n\nCapital Increase\n\n \n\nIn 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\ncapital increase marks a historic moment for the Company, enabling it to consolidate its projects, create shareholder value, and generate investor confidence.\n\n New “Loderos” Vessels\n\n \n\nAt 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\nteam 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%,\nwith semiannual payments of principal and interest. Currently, the Company operates a fleet of five such vessels of this type.\n\nNew Mexico City Airport Bonded Warehouse - AIFA\n\n \n\nOn 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\n10-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 square meters warehouse for domestic cargo. In\nDecember 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.\n\n \n\nNational Warehousing Operations\n\n \n\nAs a result of the sale of TMM Almacenadora S.A.P.I. de C.V, the existing national warehousing operations were transferred to Saricogui Logística S.A.P.I. de C.V., a\nsubsidiary of Grupo TMM. Saricogui Logística S.A.P.I. de C.V. is part of the deconsolidation of the warehousing operation due to loss of control.\n\n \n\nRefinancing of Certain Credit Lines\n\n \n\nDuring 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\ndisruptions to international trade and demand for our services resulting from the COVID-19 pandemic.\n\n \n\nCharter of Specialized “Mud Vessels”\n\n \n\nIn August 2021, PEMEX awarded us a three-year contract to operate three specialized vessels, known as “mud vessels,” for use in the generation, transportation,\nconditioning 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\nyear, 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.\n\n \n\n35\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nRelocation of Corporate Headquarters\n\nAs 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\nother corporate costs.\n\n RTG Crane Acquisition\n\n \n\nIn 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\nin 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\nannum, with semiannual payments of principal and interest, maturing in July 2024, and settled on July 15, 2024.\n\n \n\n Resumption of the business of transporting steel to South America in bulk carriers on a spot basis.\n\n \n\nIn 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\nhave profitable operations, we terminated this service in December of 2022. In October 2025, we resumed bulk cargo transportation operations on a spot voyage basis, primarily for steel\ntransportation, through the chartering of third-party vessels in accordance with prevailing market conditions.\n\nThe Mexican Market\n\n \n\nSince 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\neffective 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.\nThe 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\nimpact the USMCA will have on the Mexican economy or our results of operations given the recent changes in leadership and policies in member countries.\n\nThe global trend of manufacturing relocation to Mexico (“nearshoring”), driven by the search for supply chains closer to end markets in North America, has led to increased\nactivity across the country’s main ports and logistics corridors. This trend has resulted in higher demand for container handling, automotive and cargo logistics, inland transportation and port services—areas in which Grupo TMM operates\nand has an established presence.\n\nThe Company actively monitors the development of this trend as a growth opportunity for demand for its services, while recognizing that commercial risks arising from\nprotectionist policies in the United States could moderate or reverse such trend\n\nThe following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:\n\n \n\nForeign Trade 2023-2025(a)\n\nAs of December 31,\n\n(in millions of Dollars)\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\nTotal Exports\n\n \n\n$\n\n664,837\n\n \n\n \n\n$\n\n617,677\n\n \n\n \n\n$\n\n593,005\n\n \n\nTotal Imports\n\n \n\n$\n\n664,066\n\n \n\n \n\n$\n\n636,218\n\n \n\n \n\n$\n\n598,475\n\n \n\nTotal Trade Flows\n\n \n\n$\n\n1,328,903\n\n \n\n \n\n$\n\n1,253,895\n\n \n\n \n\n$\n\n1,191,481\n\n \n\nGrowth Rate—Exports\n\n \n\n \n\n7.6\n\n%\n\n \n\n \n\n4.2\n\n%\n\n \n\n \n\n2.6\n\n%\n\nGrowth Rate—Imports\n\n \n\n \n\n4.4\n\n%\n\n \n\n \n\n5.1\n\n%\n\n \n\n \n\n(1.0\n\n)%\n\nGrowth Rate—Total\n\n \n\n \n\n6.0\n\n%\n\n \n\n \n\n4.6\n\n%\n\n \n\n \n\n0.7\n\n%\n\nGrowth Rate—GDP(b)\n\n \n\n \n\n0.6\n\n%\n\n \n\n \n\n1.4\n\n%\n\n \n\n \n\n3.1\n\n%\n\n(a)\n\nThe figures include the in-bound (maquiladora) industry.\n\n(b)\n\nThe methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica (National Institute of\nStatistics and Geography) (\"INEGI\") and is based on 2018 prices.\n\nSource: INEGI.\n\n \n\n36\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nBusiness Strategy\n\n \n\nThe Company’s strategy is to focus on strengthening businesses related to the maritime and logistics sectors, as well as maintaining efficient and profitable operations.\nAs part of our ongoing efforts to achieve the Company’s goals, throughout the past five years we have accomplished the following:\n\n \n\n•\n\nWe have adopted the following actions as a permanent part of our strategies, which focus, among others, on  offsetting recent financial instability resulting from pandemics and the downturn in the\noil 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\nmitigate 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\napplicable maturity date under various loans and financing agreements.\n\n \n\n•\n\nWith 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\nimplementation 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\narising 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\ninformation.\n\n \n\n•\n\nWe 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\nas “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\nthrough 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\nTMM Gamma (formerly World Peridot).\n\n \n\n•\n\nTo 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\nS.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.\n\n \n\n•\n\nDuring 2023, 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\nvalue for our shareholders, and generate confidence among investors.\n\n•\n\nAt 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,\nwith 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\nits value at a SOFR + 2.35% rate with quarterly payments of principal and interest.\n\nAs part of our strategy to maintain efficient and profitable operations, the Company has strengthened its focus\non business portfolio optimization through the exit from non-strategic operations and the prioritization of contracts with higher profitability, return and cash flow generation.\n\n \n\n37\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nOur business strategy is focused on the following:\n\n \n\n•\n\nStrengthen our business related to the Maritime and Logistics Sectors;\n\n \n\n•\n\nIncreasing the installed capacity in our Maritime Infrastructure operations;\n\n \n\n•\n\nMaintaining efficient and profitable operations in Ports and Terminals and Logistics\n\n \n\n•\n\nDiversification and expansion of services and customers;\n\n \n\n•\n\nBusiness development with the assets strategically located in Tuxpan, Veracruz; and\n\n \n\n•\n\nDisciplined and continuous control of expenses.\n\n \n\nWe 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”.\n\n \n\nCertain Competitive Advantages\n\n \n\nWe believe that we benefit from the following competitive advantages:\n\n \n\n•\n\nWe are one of the largest and leading Mexican owned and operated maritime and logistics companies in Mexico.\n\n \n\n•\n\nWe have extensive and proven experience in ports, terminals and integrated services, such as yards operations, vessels and intermodal equipment maintenance and repair.\n\n \n\n•\n\nWe have a demonstrated ability to contract vessels with limited disruptions.\n\n \n\n•\n\nThe Mexican Navigation and Maritime Trade Law require that Mexican flag carriers receive preferential treatment.\n\n \n\n•\n\nWe are poised to capitalize on future growth in the Mexican energy sector.\n\n \n\n•\n\nWe are certified by the Institute of International Container Lessors (“IICL”) for our maintenance and repair of containers.\n\n \n\n•\n\nOur operations in Tuxpan, Veracruz are in a prime location to capitalize on the growth of trade via the Gulf of Mexico.\n\n \n\nMaritime Operations\n\n \n\nOur 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)\nparcel tankers, for the transportation and loading of liquid chemical products ; (c) tankers for the transportation of oil and gas products; (d) port agency services in the country’s main ports for both cargo vessels and cruise ships. (e)\nbulk carriers for general cargo and bulk transportation operations. This segment represented 75.5% of consolidated revenues in 2025, 73.2% in 2024 and 65.3% in 2023.\n\n \n\nFleet Management\n\n \n\nAs of March 31, 2026, we operate a fleet of five offshore vessels.\n\nDuring 2025 and early 2026, the Company operated and managed 1 tanker vessel, 1 chemical tanker and 1 gas carrier vessel, whose contracts concluded during the fiscal year.\n\n \n\n38\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe table below sets forth information as of March 31, 2026, about the fleet we operate by type, size and capacity:\n\n Vessel Type\n\n \n\nNumber\n\nof\n\nVessels\n\n \n\n \n\nTotal Dead\n\nWeight Tons\n\n(in thousands)\n\n \n\n \n\nTotal Cubic\n\nMeter Capacity\n\n(in thousands)\n\n \n\n \n\nBHP(*)\n\n \n\nOffshore vessels\n\n \n\n \n\n5\n\n \n\n \n\n \n\n**\n\n \n\n \n\n**\n\n \n\n \n\n7,684\n\n \n\nTotal\n\n \n\n \n\n5\n\n \n\n \n\n \n\n**\n\n \n\n \n\n**\n\n \n\n \n\n7,684\n\n \n\n*\n\nAverage Brake Horse Power.\n\n**\n\nNot applicable.\n\nOffshore Vessels\n\n \n\nWe 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\nand 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\n(“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\nwithin the oil-drilling zone of the Gulf of Mexico.\n\n \n\nDuring 2021, PEMEX conducted 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\nof 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\nGamma), which began operations in February and March 2024, respectively.\n\n \n\nSet forth below is information regarding the offshore vessels fleet as of March 31, 2026:\n\n \n\nVessel\n\nYear\n\nFlag\n\n \n\nDWT (1)\n\n \n\n \n\nLOA (2)\n\n(m)(3)\n\n \n\n \n\nBeam\n\n(m)\n\n \n\n \n\nBHP\n\n \n\nCharterer(s)\n\n+ Redfish 4\n\n2012\n\nMexico\n\n \n\n \n\n2,435\n\n \n\n \n\n \n\n67.40\n\n \n\n \n\n \n\n16.00\n\n \n\n \n\n \n\n8,000\n\n \n\nPEMEX\n\n+ Beluga 2\n\n2012\n\nMexico\n\n \n\n \n\n2,436\n\n \n\n \n\n \n\n67.40\n\n \n\n \n\n \n\n16.00\n\n \n\n \n\n \n\n7,369\n\n \n\nPEMEX\n\n+ Go Canopus\n\n2009\n\nMexico\n\n \n\n \n\n2,278\n\n \n\n \n\n \n\n67.00\n\n \n\n \n\n \n\n16.00\n\n \n\n \n\n \n\n10,876\n\n \n\nPEMEX\n\nTMM Alpha\n\n2013\n\nMexico\n\n \n\n \n\n3,514\n\n \n\n \n\n \n\n80.3\n\n \n\n \n\n \n\n16.20\n\n \n\n \n\n \n\n6,193\n\n \n\nPEMEX\n\nTMM Gamma\n\n2013\n\nMexico\n\n \n\n \n\n3,514\n\n \n\n \n\n \n\n80.3\n\n \n\n \n\n \n\n16.20\n\n \n\n \n\n \n\n6,193\n\n \n\nPEMEX\n\n(1)\n\nDead weight tons.\n\n(2)\n\nOverall length.\n\n(3)\n\nMeters.\n\n+ Chartered vessel.\n\nProduct Tankers\n\n \n\nSince 1992, we have provided product tanker chartering services to PEMEX and its subsidiaries for the transportation of clean and dirty petroleum products from refineries\nto various Mexican ports. During 2023, we operated the Kinaros tanker, which ended its contract in December 2023, from June 2024 through January 26, 2026, the Company operated the tanker vessel Steel,\nwhich was under a time charter contract with the company CFEnergía for cabotage fuel oil transportation between the ports of Coatzacoalcos and Tuxpan.\n\nVessel\n\nYear\n\nFlag\n\n \n\nLength\n\n(m)(1)\n\n \n\n \n\nBeam\n\n(m)\n\n \n\n \n\nDraft\n\n(,)\n\n \n\n \n\nDWT (2)\n\n \n\n \n\nTotal M3 Capacity\n\n \n\nSteel\n\n2008\n\nMarshall Islands\n\n \n\n \n\n184.32\n\n \n\n \n\n \n\n27.4\n\n \n\n \n\n \n\n17.22\n\n \n\n \n\n \n\n37,538\n\n \n\n \n\n \n\n41,822.48\n\n \n\n(1)\n\nMeters.\n\n(2)\n\nDead weight tons.\n\n \n\n39\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nParcel Tankers\n\n \n\nParcel tanker business between Mexican and U.S. ports in the Gulf of Mexico consisted of the transportation of chemical substances, vegetable and animal oils, as well as\nmolasses. The majority of cargo volumes were transported under contracts of affreightment (\"COAs\"), whereby customers committed to the transportation of their cargo over a specified period, across multiple voyages, with minimum and\nmaximum cargo tonnage volumes at a fixed price. Under this arrangement, the vessel operator was responsible for the vessel, fuel and port expenses.\n\nDuring 2025, the fleet for this segment consisted of one chartered chemical tanker. That year, 184 thousand metric tons of chemical products were transported, compared to\n372 thousand metric tons during 2024, 361 thousand metric tons during 2023, and 531 thousand metric tons during 2022.\n\nIn September 2025, the vessel completed its final voyage, at which point its last service concluded.\n\n           Set forth below is information regarding our parcel tanker as of September 30, 2025:\n\n \n\nVessel\n\nYear\n\nFlag\n\n \n\nLength\n\n(m)(1)\n\n \n\n \n\nBeam\n\n(m)\n\n \n\n \n\nDraft\n\n(m)\n\n \n\n \n\nDWT(2)\n\n \n\n \n\nCapacity M3\n\nTotal\n\n \n\nAndino Alpha\n\n2002\n\nCyprus\n\n \n\n \n\n134.16\n\n \n\n \n\n \n\n20.5\n\n \n\n \n\n \n\n11.6\n\n \n\n \n\n \n\n14,045\n\n \n\n \n\n \n\n13,854.88\n\n \n\n(1)\n\nMeters.\n\n(2)\n\nDead weight tons.\n\nGas Tankers\n\n \n\nIn June 2024, a contract was signed with one of PEMEX’s subsidiaries to transport propane gas in the Gulf of Mexico. The vessel's operating contract concluded in June\n2025.\n\nSet forth below is information regarding our parcel tanker as of June 30, 2025:\n\n \n\nVessel\n\nYear\n\nFlag\n\n \n\nLength\n\n(m)(1)\n\n \n\n \n\nBeam\n\n(m)\n\n \n\n \n\nDraft\n\n(m)\n\n \n\n \n\nDWT(2)\n\n \n\n \n\nCapacity M3\n\nTotal\n\n \n\nKapellen\n\n2018\n\nBelgium\n\n \n\n \n\n180\n\n \n\n \n\n \n\n29.43\n\n \n\n \n\n \n\n18\n\n \n\n \n\n \n\n29,589\n\n \n\n \n\n \n\n38,082.89\n\n \n\n(1)\n\nMeters.\n\n(2)\n\nDead weight tons.\n\nBulk Carrier\n\n \n\nIn August 2017, we commenced transporting unpackaged general commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk\ncarrier 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. Subsequently, in October 2025, we resumed bulk cargo\ntransportation operations on a spot voyage basis, primarily for steel transportation, through the chartering of third-party vessels in accordance with prevailing market conditions.\n\n \n\nMaritime Agency Services\n\n \n\nWe work as representatives of shipowners through our agencies and subagents in the principal ports of Mexico, including the ports of Veracruz, Coatzacoalcos,\nCiudad del Carmen, Dos Bocas, Tuxpan, Puerto Vallarta, Zihuatanejo, Cabo San Lucas, Mazatlán, Acapulco, Manzanillo, Huatulco and Puerto Chiapas.\n\nOur agencies that provide services to vessel owners and operators in Mexican ports include: (i) port agent services, including the preparation of the necessary\ndocumentation with the port authorities for the clearance of vessels; (ii) security agent services, which supports the rotation of crew members; (iii) multimodal cargo and supervision; (iv) vessel provisioning services, which include the\nprocurement of food, water and supplies, services provided through third parties and (v) fueling services, which include the coordination of fuel delivery services. Our shipping agencies also provide shipping agency services to other\nmajor ports through agreements with local agents.\n\n \n\n40\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nCustomers and Contractual Arrangements\n\n \n\nThe 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\nlong-term time charter basis, voyage charters, COAs or other transportation agreements tailored to the shipper’s requirements. In 2025, our three largest customers accounted for approximately 96.9% and 73.1% of Maritime Operations\nrevenues 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.\n\n \n\nThe services we provide are arranged through different contractual arrangements. Time charters are the principal contractual form for our Maritime Operations.\n\n \n\nIn 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\nvessel, including the expenses related to 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,\nincluding 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\nperiod 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.\n\n \n\nMarkets\n\n \n\nThe 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:\n\n \n\n•\n\nexpectations as to future oil and gas commodity prices;\n\n \n\n•\n\ncustomer assessments of offshore drilling prospects compared to land-based opportunities;\n\n \n\n•\n\ncustomer assessments of cost, geological opportunity and political stability in host countries;\n\n \n\n•\n\nworldwide demand for oil and natural gas;\n\n \n\n•\n\nthe ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;\n\n \n\n•\n\nthe level of production of non-OPEC countries;\n\n \n\n•\n\nthe relative exchange rates for the U.S. dollar; and\n\n \n\n•\n\nvarious government policies regarding exploration and development of their oil and gas reserves.\n\n \n\nMaritime Infrastructure Operations\n\n \n\nThe 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\noffshore 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\nby 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\nrevenue.\n\nIn 2025, this segment represented approximately 17.2% of consolidated revenues.\n\n \n\nPorts, Terminals and Logistics Operations\n\n \n\nThis Division is responsible for logistic solutions services, as well as container and rail car maintenance and repair, loading, unloading and storage services for goods\nin land and sea terminals. This segment represents 4.4%, 3.5% and 6.0% of consolidated revenues for the years 2025, 2024 and 2023, respectively.\n\n \n\n41\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nTuxpan\n\n \n\nSince 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\nthe 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\naddition, 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\nwhich we plan to develop a liquid oils terminal, a multipurpose terminal, and logistic facilities.\n\n \n\nThe following table sets out our existing port facilities and concessions:\n\n \n\nPort\n\n \n\nConcession/Permit\n\n \n\nDate Awarded\n\n \n\nDuration\n\n \n\nTuxpan\n\n \n\nStevedoring Services\n\n \n\nAugust 4, 1999\n\n \n\n20 years (including a 10-year extension that was exercised in 2009 and 2019, respectively)\n\n Acapulco\n\n \n\nIn 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\nAdministración 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\ndecision 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.\n\n \n\nLogistics Operations\n\n \n\nThrough 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\nautomobile 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\nof 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\noperations, 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.\n\n Automotive Services\n\n \n\nThrough Autotransportación y Distribución Logística (“ATL”), a wholly-owned subsidiary of Grupo TMM, we provide specialized logistics support for the automotive industry\nwithin 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\nbe provided as end-to-end integrated logistics programs (bundled) or discrete services (unbundled) depending on customer needs.\n\nAt 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.\nThese 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.\n\n42\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nContainer Maintenance and Repair\n\n \n\nThrough TMM Logistics, we offer maintenance and repair services for maritime containers in Aguascalientes. These services involve keeping refrigerated components and\nother parts of a container in safe condition for use, including mechanical repair, welding and repainting of such containers.\n\nWarehousing Operations\n\n \n\nIn October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation. This segment represented 3.0%, 8.3% and\n12.3% of consolidated revenues through Septiembre 2025, December 2024 and 2023, respectively. Through its subsidiaries Almacenadora de Depósito Moderno, S.A. de C.V., Organización Auxiliar de Crédito (“ADEMSA”), and Saricogui, Logística\nS.A.P.I. de C.V. (“Saricogui”), the Company provided warehousing services for domestic and international goods. ADEMSA operated as an authorized General Warehouse (Almacén General de Depósito) in Mexico, with the capacity to issue\nwarehouse certificates and to enable third-party facilities under the bonded warehouse (depósito fiscal) regime, while Saricogui focused on domestic warehousing services.\n\n \n\nGrupo TMM’s Strategic Partners\n\n \n\nWe currently do not have strategic partners.\n\n \n\nSales and Marketing\n\n \n\nMuch 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\nthroughout Mexico to sell our logistics, 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\nand 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.\n\n \n\nSince 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\nclients 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.\n\n \n\nSystems and Technology\n\n \n\nDuring the reported period, Grupo TMM continued advancing the modernization of its technological environment, with a focus on strengthening operational efficiency, risk\nmitigation, and disciplined financial resource management. These initiatives form part of the Group’s ongoing digital transformation process and are intended to ensure the resilience of the technological infrastructure supporting its\noperations.\n\nPlatform Modernization\n\nGrupo TMM implemented strategic updates to various corporate applications, incorporating operational requirements from different business units and corporate functions.\nThese enhancements contribute to increased organizational productivity, improved operational reliability, and an enhanced user experience, while reinforcing the stability of critical systems supporting the Group’s activities.\n\nCybersecurity Enhancement\n\nDuring the period, the Group continued implementing advanced cybersecurity solutions aimed at protecting its technological assets both within and outside its facilities.\nKey capabilities include active device protection, continuous monitoring and early threat detection, preventive browsing controls, real-time digital asset inventory, and the enforcement of information security and compliance policies.\n\nTechnology Infrastructure Consolidation and Optimization\n\nGrupo TMM maintains a technology strategy based on collaboration with leading providers, including Microsoft, SAP and Amazon Web Services (AWS), ensuring scalability,\noperational continuity, and ongoing platform updates.\n\n43\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAs part of this process, the Group simplified its cloud architecture by consolidating services with a strategic provider, improving operational efficiency and\nstrengthening technology governance. In addition, historical data was migrated to dedicated servers, while current developments and those planned for implementation in 2026 will be centralized on AWS, optimizing operating costs and\nfacilitating comprehensive infrastructure management.\n\nProgress in Technological Transformation\n\nThrough these initiatives, Grupo TMM continues to advance a gradual, structured, and financially disciplined technological transformation aligned with its strategic\npriorities, aimed at strengthening the resilience, security, and efficiency of its operations.\n\nCompetition\n\n \n\nMaritime Operations\n\n \n\nThe 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\nExpress Marítimo, S.R.L., Naviera Integral, S.A. de C.V., Blue Marine Technology Group, Harvey Gulf, Marinsa S.A. de C.V., Administradora de Instalaciones Marítimas, S.A. de C.V. (AIM) and Hornbeck Offshore Services de Mexico S de RL de\nCV.\n\n \n\nThe 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\nTankers, Eitzen and Caribe Tankers, Inc. and Nordic Tankers.\n\n \n\nThe Company’s primary competitors in the product tanker business are Scorpio Tankers, Maersk Tankers and Ultratank.\n\n \n\nIn the shipping agency business, the Company’s main competitors are Representaciones Marítimas, Meritus, Aconsur, SSA, COMATUR and TRANSPAC.\n\n \n\nThe Company believes the most important competitive factors concerning the Maritime Operations segment are pricing, the flying of the Mexican flag and the availability of\nequipment 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\ncapitalize on opportunities as they develop for purchasing, mobilizing, or upgrading vessels to meet changing market conditions.\n\n \n\nMaritime Infrastructure Operations\n\n \n\nThe principal competitors of our shipyard business are Talleres Navales del Golfo, Astilleros Mexicanos JP, Astilleros de Marina Tampico, Astilleros de Marina\nCoatzacoalcos, CERENAV of PEMEX, currently operated by SEMAR, and Reparaciones Navales Zavala.\n\n \n\nThe Company believes that the most important competitive factors in the Marine Infrastructure segment are quality, repair times, geographic location, as well as customer\nservice.\n\n \n\nPorts, Terminals and Logistics Operations\n\n \n\nThe Company’s key competitors in its ports business are CICE, Hutchinson Ports and SSA Mexico.\n\n \n\nThe Company believes the most important competitive factors concerning the Ports and Terminals Operations segment are location, customer service, experience and operating\ncapabilities.\n\n \n\n44\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nIn the logistics business, the Company faces competition primarily from Car Logistics S.A. de C.V., Rider de México, Grupo Traxion, Transportes Marva, Hyundai Glovis, Wallenius, Syncreon,\nKeuhne-Nagel, SeSe, Amport, DHL, CPV and CSI.\n\nIn its maintenance and repair business, the Company faces competition primarily from Container Care International Inc., CIMA,  Grupo SLTC, Aflex, Hadron e ISL Transportes.\n\n \n\nThe Company believes the most important competitive factors in the Logistics Operations segment are segment are quality, response times,  customer service, brand\nrecognition, experience, operational capabilities,  and advanced  information technology.\n\n \n\nWarehousing Operations\n\n \n\nIn October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.\n\n \n\nRegulatory Framework\n\n \n\nCertain 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\nwell as other considerations relating to particular national interests. In accordance with Mexico’s Navigation Law (Ley de Navegación\n\ny 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.\nHowever, we cannot predict the cost of compliance if our business is expanded into other jurisdictions which have enacted similar regulations.\n\n \n\nWe are also subject to the laws of various jurisdictions and international conferences with respect to the discharge of materials into the environment. See “-\nEnvironmental Regulation” and “- Insurance.”\n\n \n\nOur port operations are subject to the Ley de Puertos. Port operations require a concession title granted by the Mexican\ngovernment 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\nthe 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\ngranted 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\nconcession 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.”\n\nMexican Navigation Law\n\n \n\nThe Navigation and Maritime Commerce Law was enacted in 2006, published in the Official Gazette, and entered into force 30 days thereafter, with its latest amendments\neffective as of January 23, 2014. This law: (i) strengthens the reservation of cabotage services for Mexican nationals engaged in maritime transportation and Mexican maritime transportation companies; (ii) establishes mechanisms and\nprocedures for the resolution of maritime disputes and litigation; and (iii) is generally protective of the maritime transportation industry. However, there can be no assurance that the percentage of Mexican-flagged vessels operating in\nMexico will continue to increase in the future.\n\nThe law gives priority to international treaties ratified by Mexico in order to promote uniformity in the type of regime applicable to specific circumstances, such as the\nHague-Visby Rules, the CLC/FUND Conventions, the 1976 Convention on Limitation of Liability, the Salvage Convention, COLREGS and MARPOL. (All vessels navigating Mexican waters are required to maintain protection and indemnity insurance at\na minimum.) The following are some of the most significant highlights of the legislation: customary provisions empowering authorities to conduct vessel inspections and incident investigations;\n\n45\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nListed below are some of the salient points of the legislation:\n\n \n\n•\n\ncustomary provisions enabling authorities to carry out inspections of vessels and investigations of incidents;\n\n \n\n•\n\nregulations concerning registration of vessels and waivers allowing Mexican companies to operate foreign flag vessels in otherwise reserved domains;\n\n \n\n•\n\nforeign vessels are obliged to designate a shipping agent in order to call at Mexican ports;\n\n \n\n•\n\nMexican flag vessels are required to operate with Mexican crews only and cabotage is in principle reserved for Mexican vessels;\n\n \n\n•\n\nwhen 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\nthe joint and several liability of the owner and agent;\n\n \n\n•\n\nthe carriage of passengers, cargo and towage in ports and pilotage are also regulated;\n\n \n\n•\n\ncaptains 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\nact of God or force majeure;\n\n \n\n•\n\ncompanies providing towage services must carry insurance to cover their liabilities to the satisfaction of the authorities;\n\n \n\n•\n\npollution 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\nlimitation. This is irrespective of any criminal proceedings or sanctions against the party responsible for the incident; and\n\n \n\n•\n\nmaritime privileges are also considered within the law.\n\n \n\nThe law establishes time limits for commencement of proceedings with respect to 7 specific types of contracts as follows:\n\n \n\n•\n\nbareboat charter;\n\n \n\n•\n\ntime charter;\n\n \n\n•\n\nvoyage charter;\n\n \n\n•\n\ncarriage of goods;\n\n \n\n•\n\npassengers;\n\n \n\n•\n\nsalvage; and\n\n \n\n•\n\ntowage.\n\n \n\nRegulations of the Mexican Navigation Law\n\n \n\nOn 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\nenhancing 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.\n\n \n\n46\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe regulations develop various substantive aspects of the Mexican Navigation Law, including:\n\n \n\n•\n\ngeneral provisions (definitions, guarantees, and maritime insurance);\n\n \n\n•\n\nextraordinary specialization of vessels, registration, national maritime registry, maritime agents and nautical education;\n\n \n\n•\n\ntemporary navigation permits and permits for permanent stay, maneuver, nautical tourism and pollution prevention; and\n\n \n\n•\n\nrevisions to conform hydrocarbons terminology to the new Hydrocarbons Law.\n\n \n\nFollowing the adoption of the regulations, several topics covered by the Mexican Navigation Law are addressed in a single document, including merchant marine education,\nmaritime insurance, vessel inspection, maritime public registry, flag and registration of vessels and naval crafts, and marine prevention.\n\n \n\nMexican Energy Reforms\n\n \n\nOn 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\nConstitution of the United Mexican States, regarding strategic areas and companies\" was published in the Official Gazette of the Federation (DOF). As a result of this constitutional reform, effective November 1, 2024, Petróleos Mexicanos\n(“PEMEX”) changed its legal status from a “State Productive Enterprise” to a “State-Owned Public Enterprise,” substantially modifying the legal framework under which the national oil company operates\n\nThe constitutional decree established 180 calendar days, effective November 1, 2024, for the Mexican Congress (Congress of the Union) to implement the necessary amendments to the\nsecondary laws governing energy sector.\n\nIn 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\nMexicanos; 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\namended, added, and repealed. These provisions entered into force the day after their publication, that is, on March 19, 2025.\n\nAmong the relevant aspects of these laws, the following are noted:\n\n \n\nLaw of the State Public Enterprise, Petróleos Mexicanos (LEPEPM)\n\nPEMEX is a state-owned entity (entidad paraestatal) of the Federal Public Administration, sectorized under the Ministry of Energy (Secretaría de Energía, or “SENER”), and operates under\nprinciples of transparency, integrity, efficiency, equity, sustainability, accountability, and social responsibility, with the objective of preserving the Nation’s energy sovereignty, security, self-sufficiency, and energy justice.\n\nPEMEX maintains a special legal regime in matters relating to subsidiaries, compensation, procurement, leasing, services and public works, assets, administrative liabilities, budgeting,\nand debt, incorporating principles of sustainability, austerity, and accounting discipline. Of particular relevance to our commercial relationship, PEMEX is not subject to the General Government Accounting Law (Ley General de Contabilidad\nGubernamental) and will therefore continue to apply IFRS.\n\nWith respect to corporate governance, the LEPEPM establishes a new composition of PEMEX’s Board of Directors, reducing it to eight members, three of whom are Independent\nDirectors appointed by the Federal Executive and ratified by the Senate.\n\nThe Board of Directors is supported by the following committees: Audit; Human Resources, Compensation and Austerity; Strategy and Investments; Procurement, Leasing,\nServices and Public Works; Subsidiaries; and Sustainability.\n\n47\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe LEPEPM allows PEMEX and its subsidiaries to enter into contracts with private parties or mixed development arrangements, including structures that enable them to\nassociate and share costs, expenses, investments, risks, and other aspects related to the activities under their control. However, such arrangements are subject to specific restrictions established under the law.\n\n \n\nRestructuring of regulatory bodies: CRE and CNH\n\nAs an integral part of the energy reform, the dissolution of the Energy Regulatory Commission (Comisión Reguladora de Energía, or “CRE”) and the National Hydrocarbons Commission (Comisión\nNacional de Hidrocarburos, or “CNH”) as autonomous constitutional bodies was mandated. The functions of both entities were reassigned to the Ministry of Energy (Secretaría de Energía, or “SENER”), thereby eliminating the separation\nbetween the State as operator (through PEMEX and the Federal Electricity Commission (Comisión Federal de Electricidad, or “CFE”)) and the State as regulator that had been in place since the 2013 energy reform.\n\nIn place of these autonomous entities, the National Energy Commission (Comisión Nacional de Energía, or “CNE”) was established as a decentralized administrative body (órgano administrativo\ndesconcentrado) within SENER, responsible for overseeing energy tariffs, generation and distribution permits, and technical aspects of national energy policy, but operating under the direct hierarchical authority of SENER.\n\nThis change centralizes the regulatory function within the Executive Branch and may give rise to potential or perceived conflicts of interest, as the same authority (SENER) is responsible both\nfor overseeing PEMEX as a state operator and for regulating the energy sector.\n\nNew Contract Allocation Rules and Elimination of Oil Bid Rounds\n\nUnder the reform, SENER now has exclusive authority to award exploration and production contracts for hydrocarbons, granting explicit preference to PEMEX. In the case of mixed-development\nprojects involving private parties alongside PEMEX, the state-owned company must retain at least a 40% participation interest and may not assign its rights to third parties without prior authorization.\n\nIf PEMEX elects not to exercise its preferential rights over a specific area, SENER may award contracts to private companies under the framework of Hydrocarbon Exploration and Production\nContracts (Contratos para la Exploración y Extracción de Hidrocarburos, or “CEE”), subject to specific guidelines issued by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público).\n\nAs a result of these changes, the current administration has effectively terminated the oil bid rounds implemented between 2015 and 2018, through which exploration and production blocks were\ncompetitively tendered to domestic and international private companies. Under the new framework, no additional oil and gas areas will be awarded to private parties through open public tenders. Although private companies may still\nparticipate in specific PEMEX-led projects through mixed-development arrangements, such contracts will be subject to review to ensure conditions deemed more beneficial to the country by the government.\n\nWe continue to evaluate and analyze the implications of the energy reforms and new initiatives on its business. While a potential increase in PEMEX’s oil production could\ngenerate greater demand for our specialized maritime services, the reform also increases our dependence on a single customer, eliminates potential alternative private clients as a result of the termination of oil bid rounds, and creates\nregulatory uncertainty regarding future contracting procedures. We cannot predict whether PEMEX will increase its production or the net impact that these changes may have on our business, financial condition, and results of operations.\n\n \n\nTax Environment in Mexico\n\n \n\nSalary Increases and Their Impact on Labor Costs\n\n48\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe Mexican government has implemented significant annual increases to the minimum wage. Effective January 1, 2025, the general minimum wage increased by 12%, from Ps.\n248.93 to Ps. 278.80 per day, while the minimum wage in the Northern Border Free Zone increased from Ps. 374.89 to Ps. 419.88 per day. Subsequently, effective January 1, 2026, an additional 12% increase was implemented, raising the\ngeneral minimum wage to Ps. 312.41 per day and the border zone minimum wage to Ps. 470.26 per day.\n\nThese increases have resulted in higher employer-employee contributions to the Mexican Social Security Institute (Instituto Mexicano del Seguro Social, or “IMSS”) and the\nNational Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores, or “Infonavit”), as well as increases in vacation premiums and other benefits linked to the minimum wage. While these increases\nhave been considered in our financial planning, they have put pressure on our operating costs and may impact our profit margins.\n\n \n\nJoint Tax Liability\n\nSince the 2020 tax reform, the amendment to Article 26 of the Federal Tax Code (Código Fiscal de la Federación) remains in effect, expanding the scope of joint tax\nliability. This reform included partners, shareholders, and participants in joint ventures of legal entities as jointly liable for the payment of taxes.\n\nThis provision applies to our Company in its capacity as a holding company, resulting in joint liability with our subsidiaries for the payment of federal taxes in the\nevent that such subsidiaries fail to comply with their tax obligations.\n\n \n\nAbsence of Structural Tax Reform and Audit Powers\n\nDuring fiscal years 2023, 2024, and 2025, no comprehensive structural tax reform has been implemented in Mexico. The Federal Revenue Law (Ley de Ingresos de la Federación,\nor “LIF”) and the Federal Expenditure Budget (Presupuesto de Egresos de la Federación, or “PEF”) for these years have primarily been limited to adjustments in projected revenues and budget allocations, without substantial changes to the\ntax framework.\n\nIn the absence of a comprehensive tax reform, the Tax Administration Service (Servicio de Administración Tributaria, or “SAT”) has maintained its “deep monitoring”\nprogram, or targeted audits, during these years, seeking to verify the proper calculation and payment of taxes through detailed reviews of taxpayers’ financial information. While the Company maintains consistency in its tax reporting and\ncomplies with its tax obligations, it cannot be ruled out that the tax authorities, in exercising their audit powers, may determine differences that could result in additional tax payments, penalties, or surcharges.\n\nRelated Party Transactions\n\n \n\nIn accordance with the Mexican Income Tax Law, companies engaging in transactions with related parties, whether domestic or\nforeign, are subject to limitations and tax obligations regarding the determination of transfer prices, which must be comparable to those that would be used between independent parties in similar transactions.\n\n \n\nIf the tax authorities were to review such prices and reject the determined amounts, they could require payment of the\ncorresponding taxes and related charges (including inflation adjustments and interest), as well as impose penalties of up to 100% of the updated amount of the omitted taxes.\n\n \n\nThe Company has significant transactions and relationships with related parties.\nIn this regard, the Company maintains documentation supporting that the terms of these transactions during 2025, 2024 and 2023 were carried out under conditions equivalent to those applicable between unrelated parties in comparable\ntransactions. The transfer pricing studies are currently in process.\n\n \n\nChanges to Tax Rules:\n\n \n\nIn addition, changes have been made to the tax rules. The request for authorization to transfer shares at tax cost must now be\nfiled, which includes a notice to submit the notarized minutes of the shareholders' meeting held in connection with the subscription and payment of capital, once the shares have been transferred at tax cost. Various rules are amended,\neliminating Filing Form 127/ISR related to the notice that must be filed regarding the notarized minutes of the shareholders' meeting held in connection with the subscription and payment of capital, once shares are transferred at tax\ncost, with Filing Form 78/ISR for the request for authorization to transfer shares at tax cost remaining in effect, to which the notice for filing the meeting minutes from the eliminated filing form has been added. Tax incentives have\nalso been incorporated into the Federal Revenue Law (LIF) establishing rules in correlation with the Thirty-fourth Transitory Article of said law, to regulate the forgiveness of fines, surcharges and enforcement expenses corresponding to\nfiscal year 2023 or prior years of up to 100%, provided that such amounts do not exceed MXN 35 million, establishing that such incentive does not apply to legal entities that are not income tax taxpayers.\n\n \n\n49\n\n[Table of Contents](#TABLEOFCONSENTS)\n\n Environmental Regulation\n\n \n\nOur operations are subject to Mexican federal and state environmental laws, regulations and standards, including those related to environmental protection, as well as to\ntechnical environmental requirements issued by the Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales, or “SEMARNAT”).\n\nPursuant to the General Law of Ecological Balance and Environmental Protection LGEEPA and the General Law for the Prevention and Comprehensive Management of Waste (Ley General de Prevención\ny Gestión Integral de los Residuos), SEMARNAT and other governmental agencies have issued Mexican Official Standards (Normas Oficiales Mexicanas, or “NOMs”) to regulate, among other matters, wastewater discharges, water supply, air\nemissions, noise emissions, handling of hazardous substances, transportation, and generation of solid waste.\n\nThe terms of our port concessions impose specific obligations to comply with applicable environmental laws and regulations.\n\nIn March 2025, a new Internal Regulation (Reglamento Interior) of SEMARNAT was published in the Federal Official Gazette (Diario Oficial de la Federación, or “DOF”), redefining and\nstrengthening the organization and operation of the agency, as well as the structure, authority, and responsibilities of its administrative units and decentralized administrative bodies.\n\n \n\nInternational Environmental Regulations for the Maritime Sector\n\nOur maritime operations are subject to increasingly stringent international environmental regulations. Among the most relevant are:\n\nSulfur limits in marine fuels (IMO 2020):\n\nSince January 2020, the International Maritime Organization (the “IMO”) established a global limit of 0.5% sulfur content in marine fuels, reduced from the previous limit of 3.5%. This change has significantly increased our fuel costs, as\nlow-sulfur fuels that comply with this requirement are more expensive than traditional fuels.\n\nBallast water management:\n\nThe International Convention for the Control and Management of Ships’ Ballast Water and Sediments, which entered into force in 2017, requires vessels to install ballast water treatment systems to prevent the introduction of invasive\naquatic species. Compliance with this convention has required investments in specialized equipment for our vessels.\n\nReduction of greenhouse gas emissions:\n\nIn July 2023, the International Maritime Organization (IMO) adopted the Revised Greenhouse Gas Strategy (the “Revised GHG Strategy”), which replaced and strengthened the targets established in the initial 2018 strategy. The new strategy\nsets a target of achieving net-zero emissions from international shipping by or around 2050, with interim reduction targets of at least 20% by 2030 and at least 70% by 2040, both compared to 2008 levels.\n\nAdditionally, the strategy introduces the concepts of “zero or near-zero emission fuels” (ZNZ fuels) and contemplates the potential implementation of market-based measures, including emissions\ntrading schemes or carbon taxes applicable to the maritime sector. Compliance with these evolving requirements and the technical regulations derived therefrom—such as the Carbon Intensity Indicator (CII), which has been in effect since\n2023—may require investments in energy efficiency technologies, fleet modernization or the adoption of alternative fuels, which could materially increase our operating costs.\n\n50\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nUnited States Environmental Legislation\n\nUnder the U.S. Oil Pollution Act (the “OPA”), responsible parties, including vessel owners and operators, are subject to various requirements and may be exposed to\nsignificant liability, and in some cases unlimited liability, for damages and cleanup costs, including natural resource damages resulting from discharges of oil, petroleum products, or related substances into U.S. waters.\n\nIn certain jurisdictions, claims for damages and cleanup costs may allow claimants to seek the arrest of vessels operated by the Company and their sale to satisfy a final\njudgment. The existence of similar laws enacted by individual U.S. states, which impose varying compliance requirements and liabilities, creates the possibility of similar claims under state law.\n\nIn addition, several international conventions imposing similar liabilities for pollutant discharges have been adopted by other countries. If a spill occurs during the\noperation of one of our vessels transporting petroleum products, and such spill affects the United States or another country with similar legislation to the OPA, we could be exposed to significant, and potentially unlimited, liability.\n\nThe U.S. Clean Water Act imposes strict restrictions and controls on the discharge of pollutants into U.S. waters, including incidental discharges from the normal\noperation of commercial vessels, such as ballast water. The Clean Water Act and comparable state laws impose civil, criminal, and administrative penalties for unauthorized discharges of pollutants. In the event of such a discharge, we\ncould be subject to such penalties and to injunctive relief.\n\nAdditionally, our maritime transportation of oil and petroleum products subjects us to further regulations and specific liabilities associated with such activities. Laws\nand international conventions adopted following the Exxon Valdez incident, particularly the OPA, may result in significant or even unlimited liability in the event of a spill. These laws also\nimpose additional insurance requirements on vessel owners. We believe we are in material compliance with these regulatory requirements.\n\nWe may also be liable for contamination at our former facilities in the United States or at third-party facilities where we have sent hazardous substances or waste, under\nthe Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA” or “Superfund”) and comparable state laws. CERCLA and similar state laws impose strict, joint, and several liability for investigation and remediation\ncosts, natural resource damages, certain health studies, and related costs, regardless of fault or legality of the conduct, on certain categories of persons.\n\nThese persons, commonly referred to as “potentially responsible parties” (“PRPs”), include current and former owners or operators of a facility, as well as those who\narranged for the disposal or treatment of hazardous substances at such facility. In addition, other PRPs, such as adjacent landowners or third parties, may bring tort claims or cost recovery actions for toxic damages under CERCLA,\ncomparable state laws, or common law.\n\nEnvironmental Compliance Status\n\nFailure to comply with applicable environmental laws and regulations may result in administrative or civil fines, temporary or permanent shutdowns of operations,\ninjunctive measures, or criminal prosecution. As of March 31, 2026, we believe that all of our material facilities and operations are in material compliance with applicable environmental laws in Mexico, the United States, and applicable\ninternational conventions. As of the date of this report, there are no material pending judicial or administrative proceedings against us related to environmental matters.\n\nOngoing compliance with existing environmental laws and regulations, as well as with future, more stringent regulations, may require additional investments in equipment,\ntechnology, and training, or may increase our operating costs. We cannot predict the effect that the adoption of additional or more stringent environmental laws and regulations may have on companies engaged in our lines of business, nor\nthe specific impact on our results of operations, cash flows, required capital expenditures, or financial condition.\n\nOther Regulations\n\nGrupo TMM and its subsidiaries are subject to laws and regulations of other countries, as well as international standards governing maritime transportation and safety regulations for\nenvironmental protection.\n\n51\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nSustainability (ESG)\n\nThe Company recognizes the growing importance and relevance of environmental, social, and governance (“ESG”) criteria as a key and fundamental element for responsible\nbusiness management and long-term value creation. In Mexico, beginning in 2026, publicly listed companies will be required to disclose information on ESG risks and sustainability performance in accordance with IFRS Sustainability\nDisclosure Standards IFRS S1 and IFRS S2. In this context, the Company is undergoing a gradual and structured process to align with ESG requirements, addressing both investor expectations and the evolving regulatory framework applicable\nto issuers.\n\nFor 2026, the Company expects to comply with the primary ESG disclosure requirements, including information related to corporate governance, risk management, and relevant social aspects, in\nline with applicable standards and other regulatory provisions, working in collaboration with a group of specialized advisors.\n\nWith respect to governance, the Company expects to strengthen oversight and accountability in ESG matters, with the objective of enhancing transparency and comparability of information for investors and other\nstakeholders.\n\n \n\nInsurance\n\n \n\nOur business is affected by a number of risks, including mechanical failure of vessels and other transportation equipment, collisions, property loss of vessels and other\ntransportation 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\nis 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.\n\n \n\nWe 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\nfacilities, 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\nprotection 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\noff-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\ncurrent 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\nthat 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\nfuture. 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.\n\n \n\nC.  Organizational Structure\n\n \n\nWe hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2026, include:\n\nName\n\n \n\nCountry of\n\nIncorporation\n\n \n\nOwnership\n\nInterest\n\n \n\n \n\nVoting\n\nInterest\n\n \n\nAutotransportación y Distribución Logística, S.A. de C.V. (Logistics)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nTMM Logistics, S.A. de C.V. (Logistics)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nTransportación Marítima Mexicana, S.A. de C.V. (Parcel tankers, offshore vessels and tankers)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nPrestadora de Servicios MTR, S.A. de C.V. (Ports)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nBimonte, S.A. de C.V. (Ports)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nServices and Solutions Optimus, S. de R.L. de C.V. (Ports)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nAdministradora Marítima TMM, S.A.P.I. de C.V. (Shipping agencies)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nInmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\nOperadora Portuaria de Tuxpan, S.A. de C.V. (Ports)\n\n \n\nMexico\n\n \n\n \n\n100\n\n%\n\n \n\n \n\n100\n\n%\n\n52\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nEffective October 1, 2025, the companies corresponding to the warehousing business, Almacenadora de Depósito Moderno, S.A. de C.V. (Warehousing) and Saricogui Logística, S.A.P.I. de C.V., are no longer presented\nin this table. See Note 1, General Information and Nature of Operations to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.\n\nD.  Property, Plants and Equipment\n\n \n\nOur business activities in the logistics and transportation fields are conducted with both owned and leased equipment, and, in certain instances, through concessions\ngranted to us by the Mexican government. We were granted the right to operate certain facilities, including ports, as part of franchises awarded through the Mexican government’s privatization activity. We operate facilities, either\nthrough leases or with direct ownership interests in Aguascalientes, Ciudad del Carmen, Coatzacoalcos, Dos Bocas, Veracruz, and Tuxpan. See Item 4. “Information on the Company - Business Overview,” and Note 8 to the accompanying Audited\nConsolidated Financial Statements contained elsewhere herein.\n\n \n\nAPI 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\nnot to renew it and to transfer control of port operations to SEMAR.\n\nIn October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.\n\nProperty, Vessels and Equipment-net are summarized below:\n\n \n\n \n\nAs of December 31,\n\n \n\n \n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\nEstimated Total\n\nUseful Lives\n\n(Years)\n\n \n\n \n\n \n\n \n\n \n\n \n\n(in thousands of Pesos)\n\n \n\n \n\n \n\n \n\nShipyard\n\n \n\n$\n\n384,339\n\n \n\n \n\n$\n\n54\n\n \n\n \n\n$\n\n84\n\n \n\n \n\n \n\n30\n\n \n\nDrydocks (major vessel repairs / mud vessels refurbished in 2021)\n\n \n\n \n\n19,708\n\n \n\n \n\n \n\n14,246\n\n \n\n \n\n \n\n42,845\n\n \n\n \n\n2.5 and 3\n\n \n\nMaritime transportation equipment\n\n \n\n \n\n743,860\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBuildings and installations\n\n \n\n \n\n79,043\n\n \n\n \n\n \n\n92,731\n\n \n\n \n\n \n\n101,033\n\n \n\n \n\n20 and 25\n\n \n\nWarehousing equipment\n\n \n\n \n\n2\n\n \n\n \n\n \n\n747\n\n \n\n \n\n \n\n32\n\n \n\n \n\n \n\n10\n\n \n\nComputer equipment\n\n \n\n \n\n532\n\n \n\n \n\n \n\n292\n\n \n\n \n\n \n\n151\n\n \n\n \n\n3 and 4\n\n \n\nTerminal equipment\n\n \n\n \n\n27,996\n\n \n\n \n\n \n\n16,324\n\n \n\n \n\n \n\n18,863\n\n \n\n \n\n \n\n10\n\n \n\nGround transportation equipment\n\n \n\n \n\n2,327\n\n \n\n \n\n \n\n3,273\n\n \n\n \n\n \n\n4,330\n\n \n\n \n\n4, 5 and 10\n\n \n\nOther equipment\n\n \n\n \n\n2,626\n\n \n\n \n\n \n\n13,571\n\n \n\n \n\n \n\n8,714\n\n \n\n \n\n \n\n \n\n \n\nSubtotal\n\n \n\n \n\n1,260,433\n\n \n\n \n\n \n\n141,239\n\n \n\n \n\n \n\n176,052\n\n \n\n \n\n \n\n \n\n \n\nLand\n\n \n\n \n\n1,360,238\n\n \n\n \n\n \n\n1,442,648\n\n \n\n \n\n \n\n1,419,674\n\n \n\n \n\n \n\n \n\n \n\nConstruction in progress\n\n \n\n \n\n111,868\n\n \n\n \n\n \n\n687,412\n\n \n\n \n\n \n\n230,406\n\n \n\n \n\n \n\n \n\n \n\nTotal Property, Vessels and Equipment-net\n\n \n\n$\n\n2,732,539\n\n \n\n \n\n$\n\n2,271,299\n\n \n\n \n\n$\n\n1,826,132\n\n \n\n \n\n \n\n \n\n \n\nOn 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\nIDN 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\norder 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\ndrydock “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,\nfully concluding the contract.\n\n \n\n53\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe Company has applied the revaluation model to its land and buildings, in accordance with IAS 16 “Property, Plant and Equipment”. The revalued amounts of these assets\nare determined through market values calculated by external professional appraisers, every five years or earlier if market factors indicate a substantial change in fair value. The last revaluation of these assets was performed in December\n2024, recognizing a revaluation gain of 23 million pesos. See Notes 4.8 and 22 of the Audited Consolidated Financial Statements contained elsewhere herein.\n\n \n\nIn 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\nsector 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\npayments of principal and interest, and maturing in July 2024, with the financing liquidated on the same date.\n\n \n\nDuring 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\ncontract with PEMEX, effective April 2024.\n\n  \n\nAdditionally, 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\nas 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.\n\nIn 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\nto liquidate certain liabilities valued at $118.7 million.\n\n \n\nIn 2022, the Company sold the supply vessel “Isla Colorado” to Buzca Soluciones de Ingeniería, S.A.\n\n           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\n2025 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\nvessels. 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\ninterest, maturing in March 2029.\n\nIn 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\npayments 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.\n\nConstruction in progress corresponds to studies related to the hydrocarbon terminal project in Tuxpan."}