{"url_path":"/sec/gtmay/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS","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":8287,"has_tables":true,"body_markdown":"ITEM 5\n\nOPERATING AND FINANCIAL REVIEW AND PROSPECTS\n\n \n\nExecutive Overview\n\n \n\nWe generate our revenues and cash flows by providing our customers with value-added multimodal transportation and logistics services, such as warehousing, storage\nmanagement, ports and terminals operations, cargo handling and logistics support. Our commercial and strategic alliances allow us to market a full range of services in the context of a total supply chain distribution process. Through such\nalliances, we have been able to benefit not only from synergies, but also from the operational expertise of our alliance partners, enhancing our own competitiveness.\n\n \n\n54\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nOur operating results are generally affected by a variety of factors, including macroeconomic conditions, fluctuations in exchange rates, operating performance of our\nbusiness units, changes in applicable regulations and fluctuations in oil prices. The effect of changes in these factors impacts our revenues and operating results.\n\n \n\nOver the last few years, we have made and continue to make significant changes to our business, including:\n\n \n\n•\n\nChanges in management: The Company has made various changes to its senior management team. Effective September 1, 2020, Mrs. Vanessa Serrano Cuevas assumed the\nrole of Chief Executive Officer. In 2021, Mr. Axel Xavier Vera de Castillo assumed the role of Chief Information Officer. As of 2022, Luis Manuel Ocejo Rodríguez, Christian Venus Vázquez Coria, Gerardo Meza Vázquez, Alejandro\nRomero Rodríguez and Víctor Velázquez Romo, assumed the positions of Deputy General Director, Legal Director, Internal Audit Manager, Director of Maritime Operations and Director of Maritime Infrastructure, respectively. In\nSeptember 2023, Verónica Tego Sánchez assumed the role of Chief Financial Officer. In September 2024, Francisco Javier Estrada Serafin joined the Company as Director of Operations Logistics, and in April 2025, Mauricio Padruno\nGonzález joined the Company as Commercial Director.\n\n•\n\nUpdating our digital technology platforms:\n\nGrupo TMM continued the upgrade, enhancement and, where appropriate, replacement of its technology platforms, strengthening operational efficiency and ensuring\nalignment with corporate policies. Progress was made in the systematization of processes and standardization of operations, with all platforms currently operating in cloud environments (primarily Amazon Web Services), improving\navailability, scalability and overall performance.\n\nIn telecommunications infrastructure, voice and data services were optimized through comparative procurement processes to ensure cost efficiency and service quality;\nprogress was made in the deployment of fiber optic connectivity and in increasing internet capacity where feasible; and legacy equipment was replaced with next-generation technology, enhancing network stability, security and operational\nperformance.\n\nAdditionally, the Company advanced in the integration of technology platforms to consolidate them into more robust and interoperable solutions, facilitating information\nexchange and process harmonization across the organization. In particular, ongoing enhancements to SAP and related systems addressed regulatory and corporate requirements while enabling new functionalities, strengthening the generation\nand analysis of strategic information for decision-making\n\nSee also Item 4: \"Information on the Company: Systems and Technology.\"\n\n•\n\nExpanding our Maritime Operations: We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable\nsegment. We remain focused on expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities. As part of\nthis strategy, in August 2021, we entered into a long-term contract with PEMEX to operate three specialized vessels known as “mud vessels”, which we renewed for three additional years. In 2024, we began operating two additional\nmud vessels with PEMEX, and in January 2025, these vessels were acquired through financing provided by Inbursa. During 2024, We added two tankers to our fleet: one for the transportation of petroleum products and another for gas\ntransportation in Mexican and international waters, In October 2025, we resumed steel transportation services to South America under a more flexible and lower-risk business model, based on spot voyages and the chartering of\nthird-party vessels. In addition, we have continued our efforts to diversify our customer base, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information\non the Company - Business Strategy - Expansion and Improvement of our Maritime Operations.”\n\n \n\n•\n\nMaintaining efficient and profitable operations: As part of the business segment analysis, in December 2022, the Company concluded its steel\ntransportation operations to South America. Further, at the end of 2023 and beginning of 2024, the Company closed certain Container Maintenance and Repair locations, with the Aguascalientes location remaining. In October 2025, the Company deconsolidated its warehousing operations as a result of the loss of control over such operations. Additionally, parcel transportation\nservices between the ports of Houston and Coatzacoalcos concluded in December 2025\n\n \n\n55\n\n[Table of Contents](#TABLEOFCONSENTS)\n\n•\n\nDevelopment of Maritime Infrastructure operations: In order to strengthen this segment, in 2022, the Shipyard business became a Business Division. The shipyard,\nlocated in the port of Tampico, provides ship repair and dry dock services to more than 30 vessels per year. In 2024, a floating dock was purchased, replacing the ARD-10 dock as it had reached the end of its useful life. This has\nexpanded our capabilities to serve deeper vessels, reaching a 94% market share. See ITEM 4 “Information on the Company - Business Strategies - Expansion of our Marine Operations”.\n\n•\n\nDevelopment of Port, Terminal and Logistics Operations: In January 2025, this division expanded its services in the automotive industry, extending its scope from\nport operations to the comprehensive supervision of the logistics chain from the manufacturing plant, initiating operations in Puebla. See ITEM 4 “Information on the Company - Business Strategies - Expansion of our Marine\nOperations”.\n\n \n\n•\n\nReducing our corporate overhead: The Company maintains an ongoing review of its administrative expenses, with the objective of ensuring an efficient cost\nstructure aligned with its growth.\n\n \n\n•\n\nSale of certain subsidiaries: In recent years we have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating\ncosts. We did not sell any of our subsidiary companies in 2021, 2022 and 2024. During fiscal year 2023, two companies were sold, TMM Almacenadora, S.A.P.I. of C.V. (including the AIFA concession) and Servicios Tecnológico ST, S.A.\nof C.V. to an unrelated party.\n\n Results of Operations\n\n \n\nThe following discussion should be read in conjunction with, and is qualified in its entirety by reference to our Financial Statements and the notes there to appearing elsewhere in this\nAnnual Report. Our Consolidated Financial Statements have been prepared in accordance with IFRS, which differs in certain significant respects from U.S. GAAP.\n\n \n\nGeneral\n\n \n\nSet forth below is a summary of the results of operations:\n\n \n\n \n\nFor the years ended December 31\n\n \n\n \n\n \n\n(In millions of pesos)\n\n \n\nConsolidated Transportation Revenues\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\nPort, terminal 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\n1,753.6\n\n \n\n \n\n$\n\n1,218.6\n\n \n\nOperating Income (Loss)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMaritime operations\n\n \n\n$\n\n368.1\n\n \n\n \n\n$\n\n213.5\n\n \n\n \n\n \n\n55.1\n\n \n\nMaritime infrastructure operations\n\n \n\n \n\n86.2\n\n \n\n \n\n \n\n68.9\n\n \n\n \n\n \n\n51.7\n\n \n\nPort, terminal and logistics operations\n\n \n\n \n\n(7.3\n\n)\n\n \n\n \n\n(25.7\n\n)\n\n \n\n \n\n(35.8\n\n)\n\nWarehousing operations\n\n \n\n \n\n(58.2\n\n)\n\n \n\n \n\n(39.0\n\n)\n\n \n\n \n\n(36.3\n\n)\n\nShared corporate costs\n\n \n\n \n\n(87.9\n\n)\n\n \n\n \n\n(5.0\n\n)\n\n \n\n \n\n(1,120\n\n)\n\nTotal\n\n \n\n$\n\n300.9\n\n \n\n \n\n$\n\n212.7\n\n \n\n \n\n$\n\n56.4\n\n \n\n56\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nFiscal Year ended December 31, 2025 Compared to Fiscal Year ended December 31, 2024\n\n \n\nRevenues from operations for the year ended December 31, 2025 were $1,908.6 million, compared to $1,753.6 million for the year ended December 31, 2024.\n\n \n\nTransportation Revenues\n\n(In millions of pesos)\n\nFor the year ended December 31\n\n \n\n \n\n2025\n\n \n\n \n\n% Revenues\n\n \n\n \n\n2024\n\n \n\n \n\n% Revenues\n\n \n\n \n\nFY2025 vs.\n\nFY2024\n\n% of change\n\n \n\nMaritime operations\n\n \n\n$\n\n1,440.9\n\n \n\n \n\n \n\n75.4\n\n%\n\n \n\n$\n\n1,283.0\n\n \n\n \n\n \n\n73.2\n\n%\n\n \n\n \n\n12.3\n\n%\n\nMaritime infrastructure operations\n\n \n\n \n\n327.8\n\n \n\n \n\n \n\n17.2\n\n%\n\n \n\n \n\n262.2\n\n \n\n \n\n \n\n15.0\n\n%\n\n \n\n \n\n25.0\n\n%\n\nPort, terminal and logistics operations\n\n \n\n \n\n83.1\n\n \n\n \n\n \n\n4.4\n\n%\n\n \n\n \n\n61.9\n\n \n\n \n\n \n\n3.5\n\n%\n\n \n\n \n\n34.2\n\n%\n\nWarehousing operations\n\n \n\n \n\n56.8\n\n \n\n \n\n \n\n3.0\n\n%\n\n \n\n \n\n146.4\n\n \n\n \n\n \n\n8.3\n\n%\n\n \n\n \n\n(61.2\n\n)%\n\nTotal\n\n \n\n$\n\n1,908.6\n\n \n\n \n\n \n\n100\n\n%\n\n \n\n$\n\n1,753.6\n\n \n\n \n\n \n\n100.0\n\n%\n\n \n\n \n\n8.8\n\n%\n\nMaritime Operations\n\n \n\nRevenues from maritime operations increased 12.3% to $1,440.9 million in 2025, compared to $1,283.0 million in 2024, and represented 75.4% of our revenue. The increase is primarily attributable to the\nrecognition of a full year of operations of two supply vessels that commenced operations during the first quarter of 2024, as well as the fuel oil transportation service that commenced in June 2024; additionally, in October 2025 we\nresumed steel transportation services to South America on a spot voyage basis. \n\nMaritime Infrastructure Operations\n\n \n\nRevenues from maritime infrastructure operations increased 25.0% to $327.8 million in 2025, compared to $262.2 million in 2024, and represented 17.2% of our revenue. The increase is\nprimarily attributable to the commissioning of a new drydock in 2025, which enabled the Company to service vessels requiring major repairs.\n\n \n\nPorts, Terminals and Logistics Operations\n\n \n\nRevenues from ports, terminals and logistics operations increased by 34.2% to $83.1 million in 2025, compared to $61.9 million in 2024, and represented 4.4% of total revenues. The\nincrease during the fiscal year was driven by the operational strategy implemented in the intermodal terminal business during the year, as well as an increase in automotive sector activity, factors that contributed to higher volumes and\nimproved operational efficiency.\n\n \n\nWarehousing Operations\n\n \n\nIn October 2025, the Company ceased to consolidate Warehousing Operations as a result of the loss of control, in accordance with IFRS 10. Accordingly, its results are included only up to that date, and the\nfigures for the period are not directly comparable with those of the prior year.  \n\nOperating Income (Loss)\n\n \n\nOperating income (loss) reflects revenues less operating costs and expenses. Operating income for the year ended December 31, 2025, increased 56.4% to $300.9 million, compared to $212.7 million for the year\nended December 31, 2024. This increase was attributable to the recognition of a full year of operations of two supply vessels and one tanker vessel that commenced during 2024, together with the transition of the supply vessels to a\nCompany-owned scheme as of February 2025, as well as the commissioning of a new drydock, which enabled the Company to service vessels requiring major repairs.\n\n \n\n57\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe following table presents information regarding operating income (loss) by business segment for the years\nended December 31, 2025 and 2024, respectively.\n\n \n\n \n\n \n\nGrupo TMM Operating Result (in millions of\n\nPesos)\n\nYear Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nFY2025 vs. FY2024\n\n% Change\n\n \n\nMaritime Operations\n\n \n\n$\n\n368.1\n\n \n\n \n\n$\n\n213.5\n\n \n\n \n\n \n\n72.4\n\n%\n\nMaritime Infrastructure Operations\n\n \n\n \n\n86.2\n\n \n\n \n\n \n\n68.9\n\n \n\n \n\n \n\n25.1\n\n%\n\nPorts and Terminals Operations and Logistics\n\n \n\n \n\n(7.3\n\n)\n\n \n\n \n\n(25.7\n\n)\n\n \n\n \n\n71.6\n\n%\n\nWarehousing Operations\n\n \n\n \n\n(58.2\n\n)\n\n \n\n \n\n(39.0\n\n)\n\n \n\n \n\n(49.2\n\n)%\n\nShared Corporate Costs\n\n \n\n \n\n(87.9\n\n)\n\n \n\n \n\n(5.0\n\n)\n\n \n\n \n\n(1,658\n\n)%\n\nTotal\n\n \n\n$\n\n300.9\n\n \n\n \n\n$\n\n212.7\n\n \n\n \n\n \n\n41.5\n\n%\n\nMaritime Operations\n\n \n\nOperating Income from maritime operations for the year ended December 31, 2025, increased to $368.1, compared to $213.5 million for the year ended December 31, 2024. The\nvariance is primarily attributable to the growth in supply vessel operations, driven by the recognition of a full year of operations of two supply vessels and one tanker vessel that commenced during 2024, together with the transition of\nthe supply vessels to a Company-owned scheme as of February 2025.\n\n \n\nMaritime infrastructure operations\n\n \n\nOperating Income from maritime infrastructure operations for the year ended December 31, 2025 increased to $86.2 million, compared to $68.9 million for the year ended December 31, 2024. This\nincrease was primarily attributable to the commissioning of a new drydock, which enabled the Company to service vessels requiring major repairs. \n\nPort, terminals and logistic operations\n\n \n\nOperating loss for the ports, terminals and logistics segment for the year ended December 31, 2025 reduced its loss by 71.6%, reporting a loss of $7.3 million, compared to a loss of $25.7\nmillion for the year ended December 31, 2024.  The improvement during the fiscal year was driven by the strategic closure of certain container maintenance and repair locations, as well as moderate improvements across other operations,\npartially offset by the reclassification of certain administrative expenses. \n\nWarehousing Operations\n\n \n\nThe variation in this segment is primarily explained by the deconsolidation of the business in October 2025, as a result of which its results are included only up to that\ndate and are not directly comparable with the prior year.\n\n \n\nNet Financing Cost\n\n \n\n \n\n(in millions of Pesos)\n\nYear Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nFY2025 vs. FY2024\n\n% Change\n\n \n\nInterest Income\n\n \n\n$\n\n5.7\n\n \n\n \n\n$\n\n2.3\n\n \n\n \n\n \n\n147.8\n\n%\n\nInterest on leases\n\n \n\n \n\n9.1\n\n \n\n \n\n \n\n16.1\n\n \n\n \n\n \n\n(43.5\n\n)%\n\nInterest on financial debt\n\n \n\n \n\n116.2\n\n \n\n \n\n \n\n28.7\n\n \n\n \n\n \n\n304.9\n\n%\n\nOther financial expenses\n\n \n\n \n\n5.6\n\n \n\n \n\n \n\n3.4\n\n \n\n \n\n \n\n64.7\n\n%\n\nInterest Expense\n\n \n\n \n\n130.9\n\n \n\n \n\n \n\n48.2\n\n \n\n \n\n \n\n171.6\n\n%\n\nLoss (gain) on exchange, net\n\n \n\n \n\n(135.8\n\n)\n\n \n\n \n\n52.0\n\n \n\n \n\n \n\n361.2\n\n%\n\nNet financing cost (gain) / cost\n\n \n\n$\n\n(10.6\n\n)\n\n \n\n$\n\n97.9\n\n \n\n \n\n \n\n110.8\n\n%\n\nNet financing cost recognized during the year ended December 31, 2025 was $(10.6) million, compared to a net\nfinancial cost of $97.9 million recognized during the year ended December 31, 2024. The increase in interest expense was primarily due to the financial cost arising from the loans used to acquire the supply vessels and the floating\ndrydock. The net financial cost in 2025 included net foreign exchange gain of $135.8 million, while in 2024 it included a net foreign exchange gain of $52.0 million. These are derived from the contracting of loans in Dollars, in\naddition to the appreciation of the Mexican Peso at the end of the year-end 2025.\n\n58\n\n[Table of Contents](#TABLEOFCONSENTS)\n\n Income Tax Expense\n\n \n\n \n\n \n\n(in millions of Pesos)\n\nYear Ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nFY2025 vs.\n\nFY2024\n\n% Change\n\nIncome tax expense\n\n \n\n$\n\n2.0\n\n \n\n \n\n$\n\n0.0\n\n \n\nNC\n\nFor the year ended December 31, 2025, current income tax expense amounted to $2.4 million and a deferred income tax benefit of $0.4 million, resulting in a net income tax\nexpense of $2.0 million, compared to a current income tax expense of $8.7 million and a deferred income tax benefit of $8.7 million, resulting in a net income tax expense of $0.0 million for the year ended December 31, 2024.\n\n \n\nNon-controlling Interest\n\n \n\n \n\n(in millions of Pesos)\n\nYear Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nFY2025 vs.\n\nFY2024\n\n% Change\n\n \n\nNon-controlling interest\n\n \n\n$\n\n(0.2\n\n)\n\n \n\n$\n\n0.3\n\n \n\n \n\n \n\n(166.7\n\n)%\n\nThe non-controlling interest relates to a company that operated in the port of Acapulco; since the cessation of operations, the year-over-year variation has been minimal.\n\n \n\nNet Income for the year attributable to stockholders of Grupo TMM\n\n \n\n \n\n \n\n(in millions of Pesos)\n\nYear Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nFY2025\n\nvs.\n\nFY2024\n\n% Change\n\n \n\nNet Income for the year attributable to stockholders of Grupo TMM\n\n \n\n$\n\n309.7\n\n \n\n \n\n$\n\n114.5\n\n \n\n \n\n \n\n170.5\n\n%\n\nFor the year ended December 31, 2025, we recognized net income of $309.7million, or $1.77 per share. For the year ended December 31, 2024, we recognized a net income of\n$114.5 million, or $0.66 per share. \n\n \n\nFiscal Years ended December 31, 2024 and 2023\n\n \n\nFor a comparison of our operating results for the fiscal year ended December 31, 2024 to our operating results for the fiscal year ended December 31, 2023, see Item 5.\n“Operating and Financial Review and Prospects-Fiscal Year ended December 31, 2024 Compared to Fiscal Year ended December 31, 2023” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024\n\n \n\nForeign Currency Risk\n\n \n\nThe majority of the Company's revenues are denominated or referenced in U.S. dollars, a significant portion of its debt is denominated in such currency, and approximately\n49% of its costs and expenses are denominated in Mexican pesos. Accordingly, the Company is exposed to risks arising from fluctuations in the exchange rate between the U.S. dollar and the Mexican peso.\n\nWhile a significant portion of revenues is linked to the U.S. dollar, in certain cases collections are made in Mexican pesos at the exchange rate prevailing on the payment\ndate (the FIX This is a variant of the various existing exchange rate regimes applied in Mexican markets, and it aims to stabilize the exchange rate published by Banco de México). This may give rise to temporary differences between the\naccounting recognition of revenues and the receipt of cash flows, as well as mismatches between such flows and U.S. dollar-denominated financial obligations, which may impact the Company's operating results and liquidity.\n\n59\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAs a result of the evolution in the structure of its revenues, financing and operations, the Company assessed the factors set forth in IAS 21 \"The Effects of Changes in\nForeign Exchange Rates\" and determined that the U.S. dollar more appropriately reflects its primary economic environment. Consequently, effective January 1, 2026, the U.S. dollar is the Company's functional currency.\n\nNotwithstanding the foregoing, the Company remains exposed to foreign exchange risks arising primarily from the interaction between cash flows denominated in Mexican\npesos, local currency operating costs and U.S. dollar-denominated financial obligations.\n\nThe Company has sought to reduce its exposure to foreign currency risk by maintaining a significant portion of its debt denominated in U.S. dollars, which contributes to a\npartial natural hedge. Currently, approximately 89.6% of the Company's debt is denominated in U.S. dollars, including liabilities associated with long-term lease arrangements.\n\nAlthough the Company does not currently hold foreign exchange hedging derivative instruments, it has in the past evaluated, and may in the future enter into, financial\nderivative instruments denominated in Mexican pesos or other currencies, with the objective of mitigating the impact of exchange rate fluctuations on its operating costs, administrative expenses and financial results. See ITEM 11.\n\"Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk.\"\n\nLiquidity and Capital Resources\n\n \n\nOur business requires significant levels of capital investment and ongoing expenditures, including, among others, improvements to ports and terminals, infrastructure and\ntechnology, acquisition and maintenance of vessels and other equipment, as well as lease arrangements and repairs. Our principal sources of liquidity include cash flows from operations, available cash balances, asset sales and debt\nfinancing. Grupo TMM is essentially a holding company that conducts the majority of its operations and holds a substantial portion of its assets through direct and indirect subsidiaries. Accordingly, it depends primarily on dividends and\nadministrative service fees charged to its operating subsidiaries to generate cash flow and meet its obligations, including debt service.\n\nAs of December 31, 2025, approximately 92.1% of the Company's consolidated debt was held at the subsidiary level, with such subsidiaries being responsible for servicing\ntheir respective obligations based on their own operating cash flows. Management believes that this structure allows for the adequate fulfillment of financial obligations; however, it is subject to certain limitations, including legal\nrestrictions in Mexico on the distribution of dividends. The following table sets forth the breakdown of financial obligations, including lease liabilities, by entity as of December 31, 2025:\n\n \n\n \n\n(in millions of pesos)\n\n \n\nGrupo TMM, S.A.B.\n\n \n\n$\n\n99.2\n\n \n\nTransportación Marítima Mexicana, S.A. de C.V.\n\n \n\n \n\n816.1\n\n \n\nTMM Logistics, S.A. de C.V.\n\n \n\n \n\n46.2\n\n \n\nTMM Dirección Corporativa, S.A. de C.V.\n\n \n\n \n\n6.3\n\n \n\nInmobiliaria Dos Naciones, S. de R. L. de C.V.\n\n \n\n \n\n294.4\n\n \n\nTotal\n\n \n\n$\n\n1,262.2\n\n \n\nUnder Mexican law, subsidiaries may only distribute dividends once their shareholders have approved the corresponding financial statements, and provided there are no\naccumulated losses to be absorbed. Additionally, at least 5% of net income must be allocated to a legal reserve until it reaches 20% of the capital stock (calculated based on the actual nominal subscription price received by such\nsubsidiary for all issued and outstanding shares at that time).\n\n60\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAs of December 31, 2025, the Company's total debt amounted to $1,262.2 million, of which $1,046.0 million corresponded to bank financing, $12.9 million to\nnon-institutional creditors, $157.1 million to related parties and $46.2 million to lease liabilities recognized in accordance with IFRS 16. Of such debt, $323.6 million corresponded to short-term obligations while $938.6 million\ncorresponded to long-term debt.\n\nMarch 31, 2026, the Company's total debt amounted to $1,201.8 million, of which $982.2 million corresponded to bank financing, $10.5 million to non-institutional\ncreditors, $164.0 million to related parties and $45.1 million to lease liabilities recognized in accordance with IFRS 16 “Leases”. Of such debt, $336.3 million corresponded to short-term obligations while $865.5 million\ncorresponded to long-term debt.\n\nIn accordance with IFRS, transaction costs related to financing arrangements are recognized as part of the corresponding financial liability, except in the case of\nleases, which are presented as lease liabilities, unless their term is 12 months or less or the underlying asset is of low value.\n\nAs of December 31, 2025 and March 31, 2026, the Company was in compliance with all restrictive covenants set forth in its financing agreements.\n\nThe Company's total stockholders' equity, including non-controlling interest, amounted to $2,418.0 million as of December 31, 2025, resulting in a leverage ratio\n(debt to equity) of approximately 0.46.\n\nAs of March 31, 2026, the Company had a net working capital (current assets less current liabilities) of $494.1 million. As of December 31, 2025, 2024 and 2023, net\nworking capital amounted to $548.4 million, $144.4 million and $(89.6) million, respectively.\n\nVariations in working capital are primarily attributable to changes in accounts receivable arising from the commencement of new project operations, as well as\naccounting reclassifications and variations in operating liabilities.\n\nWhile the Company continues to evaluate opportunities to diversify its revenue sources, Management believes that its current financial resources, including expected\ncash flows from its subsidiaries, are sufficient to meet its operating, investment and debt service needs in the short and medium term.\n\nThe decrease in net working capital from 2025 to March 31, 2026 was due to a decline in accounts receivable and an increase in operating liabilities. The increase in\nnet working capital from December 2024 to 2025 was primarily driven by higher cash generated from the Loderos vessel operations. The increase in net working capital from December 2023 to 2024 was primarily driven by higher accounts\nreceivable resulting from the operations of two new vessels. While we continue to seek ways to diversify our revenues, we believe that our financial resources, including cash expected to be generated by our subsidiaries, are\nsufficient to meet our current liquidity and working capital needs. See \"—Executive Overview.\"\n\nInformation on Cash Flows\n\nSummary cash flow data for the years ended December 31, 2025, 2024 and 2023\nis as follows:\n\n \n\nYears Ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\n(in millions of Pesos)\n\n \n\nOperating activities\n\n \n\n$\n\n345.6\n\n \n\n \n\n$\n\n240.6\n\n \n\n \n\n$\n\n89.0\n\n \n\nInvesting activities\n\n \n\n \n\n(685.7\n\n)\n\n \n\n \n\n(454.0\n\n)\n\n \n\n \n\n(119.3\n\n)\n\nFinancing activities\n\n \n\n \n\n656.4\n\n \n\n \n\n \n\n314.7\n\n \n\n \n\n \n\n50.6\n\n \n\nCurrency exchange effect on cash\n\n \n\n \n\n(28.8\n\n)\n\n \n\n \n\n7.4\n\n \n\n \n\n \n\n(16.7\n\n)\n\nNet increase in cash and cash equivalents\n\n \n\n \n\n287.5\n\n \n\n \n\n \n\n108.7\n\n \n\n \n\n \n\n3.6\n\n \n\nCash and cash equivalents at beginning of year\n\n \n\n \n\n207.1\n\n \n\n \n\n \n\n98.4\n\n \n\n \n\n \n\n94.7\n\n \n\nCash and cash equivalents at end of year\n\n \n\n$\n\n494.6\n\n \n\n \n\n$\n\n207.1\n\n \n\n \n\n$\n\n98.4\n\n \n\n61\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nFor the year ended December 31, 2025, the Company's consolidated cash position increased by approximately $287.5 million compared to the year ended December 31, 2024. This increase\nwas primarily attributable to positive operating cash flows of $345.6 million, driven by the collection of services rendered in prior periods and the recovery of accounts receivable, as well as positive financing cash flows of\n$656.4 million, arising from new credit facilities obtained during the year. These effects were partially offset by investing cash out flows of $685.7 million, associated primarily with investments in productive assets, and a\nnegative foreign exchange effect on cash of $28.8 million.\n\nFor the year ended December 31, 2024, our consolidated cash position increased by approximately $108.7 million from the year ended December 31, 2023. This increase\nis primarily attributable to the operation of two new, higher-capacity mud vessels, as well as the new fuel oil transportation contract and the financing for the purchase of the floating dock.\n\nFor the year ended December 31, 2023, our consolidated cash position increased by approximately $3.6 million from the year ended December 31, 2022.\n\nOur Cash Flows from Operating Activities\n\nNet cash flows provided by operating activities amounted to $345.6 million for the year ended December 31, 2025, compared to $240.6 million for the year ended December 31, 2024.\nThis increase was primarily due to higher operating cash generation driven by improved business results, the collection of services rendered in prior periods, and the onboarding of new customers, particularly in maritime and\ninfrastructure operations, as well as improvements in operational efficiency and working capital management.\n\nNet cash flows used in operating activities amounted to $240.6 million for the year ended December 31, 2024, compared to $89.0 million for the year ended December 31, 2023. The\nincrease is primarily due to the operation of two new, higher-capacity mud vessels and the new fuel oil transportation contract.\n\nNet cash flows generated from operating activities amounted to $89.0 million for the year ended December 31, 2023, compared to $166.7 million\ngenerated from operating activities for the year ended December 31, 2022. This variation is primarily due to the closure of locations within the Container Maintenance and Repair business, as well as lower revenues in the\nWarehousing business.\n\nThe following table summarizes cash flows provided by operating activities for the periods indicated:\n\n \n\n \n\nYears Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\n \n\n(in millions of Pesos)\n\n \n\nIncome before provision for income taxes\n\n \n\n$\n\n311.5\n\n \n\n \n\n$\n\n114.8\n\n \n\n \n\n$\n\n(4.7\n\n)\n\nDepreciation and amortization and other amortization\n\n \n\n \n\n114.3\n\n \n\n \n\n \n\n102.6\n\n \n\n \n\n \n\n133.9\n\n \n\nGa on sale of fixed assets-net\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(10.0\n\n)\n\n \n\n \n\n-\n\n \n\nSale of subsidiaries\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n(3.7\n\n)\n\nInventory impairment\n\n \n\n \n\n-\n\n \n\n \n\n \n\n23.5\n\n \n\n \n\n \n\n \n\n \n\nProvision for interests on debt\n\n \n\n \n\n125.3\n\n \n\n \n\n \n\n44.7\n\n \n\n \n\n \n\n54.4\n\n \n\nInvestment interests\n\n \n\n \n\n(5.7\n\n)\n\n \n\n \n\n(2.3\n\n)\n\n \n\n \n\n(2.0\n\n)\n\nLoss (gain) from exchange differences\n\n \n\n \n\n(127.6\n\n)\n\n \n\n \n\n11.0\n\n \n\n \n\n \n\n5.2\n\n \n\nLoss of control of the Warehousing segment\n\n \n\n \n\n(204.4\n\n)\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\nProject Cancellations\n\n \n\n \n\n36.7\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\nTotal changes in operating assets and liabilities\n\n \n\n \n\n95.5\n\n \n\n \n\n \n\n(43.7\n\n)\n\n \n\n \n\n(94.1\n\n)\n\nNet cash provided by operating activities\n\n \n\n$\n\n345.6\n\n \n\n \n\n$\n\n240.6\n\n \n\n \n\n$\n\n89.0\n\n \n\nOur Cash Flows used in Investing Activities\n\nNet cash used in investing activities for the year ended December 31, 2025 amounted to $685.7 million, which included $691.6 million for the acquisition of 2 supply vessels.\n\n62\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nNet cash used in investing activities for the year ended December 31, 2024 was $454.0 million, which included $469.5 million for the purchase of the floating dock and the conversion\nof the two new mud vessels, partially offset by the proceeds of $13.2 million from asset sales.\n\nNet cash used in investing activities for the year ended December 31, 2023 was $119.3 million, which included $131.3 million for investments in projects and operating equipment,\npartially offset by the proceeds of $10.0 million from the sale of TMM Almacenadora (AIFA).\n\nSee “- Capital Expenditures and Divestitures” below for further details of capital expenditures and divestitures relating to the years ended December 31, 2025, 2024 and 2023.\n\nOur Cash Flows provided by Financing Activities\n\nFor the year ended December 31, 2025, cash provided by financing activities amounted to $656.4 million, resulting primarily from long-term credit facilities of $733.3 million,\npartially offset by $11.1 million in repayments of long-term debt and obligations.\n\nFor the year ended December 31, 2024, cash provided by financing activities amounted to $314.7 million, primarily due to $386.7 million in borrowings for the purchase of a floating\ndock; $67.2 million in operating lease payments; and $4.8 million in interest payments.\n\nFor the year ended December 31, 2023, cash provided by financing activities increased to $50.6 million, which resulted primarily from $152.0 million in issuance of shares; $14.5\nmillion of repayment of other borrowings and operating leases; repayment of $78.4 million of debt under existing loan facilities and operating leases and $8.4 million of interest payments.\n\nBusiness Plan\n\nThe Company is focused on consolidating its growth by strengthening its maritime, infrastructure and logistics businesses, through a strategy grounded in financial discipline,\noperational efficiency and the development of strategic alliances.\n\nIn the maritime segment, the Company seeks to expand and diversify its portfolio of specialized vessels, particularly in bulk cargo transportation, hydrocarbons and offshore\nservices, both in Mexico and in international markets. This growth will be supported by medium- and long-term contracts that enhance revenue visibility and asset profitability.\n\nIn maritime infrastructure, the Company will continue to capitalize on its strategic positioning and technical capabilities, including the expansion of its maintenance and repair\nservices through the development of new shipyards and the optimization of its installed capacity, with the objective of serving a broader range of vessels and strengthening its market presence.\n\nIn the logistics segment, the Company will seek to enhance its operations, particularly in automotive logistics, through the expansion of its customer base and the strengthening of\nlong-term contracts that drive cash flow stability and operational efficiency.\n\nAdditionally, the Company is evaluating the development of port infrastructure projects in Tuxpan, Veracruz, focused on specialized terminals for the handling of hydrocarbons, bulk\ncargo and general cargo, leveraging the strategic location of its assets to capture growth opportunities in trade and the energy sector.\n\nOn a cross-cutting basis, the Company will continue to promote strategic alliances that enable it to accelerate growth, optimize capital deployment and strengthen its positioning in\nkey markets, while maintaining a disciplined focus on cost control, cash flow generation and the strengthening of its financial structure.\n\nThe Company has also commenced the implementation of sustainability initiatives, in line with applicable regulatory requirements in Mexico, with the objective of strengthening its\noperational processes and practices. As part of these initiatives, the Company is evaluating alternatives aimed at energy efficiency in its facilities, including self-supply schemes, with a gradual and prudent approach to capital\nallocation.\n\n63\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAdditionally, the Company will continue to strengthen its information technology capabilities through the digitalization and integration of its operational and administrative\nprocesses, incorporating data analytics tools, automation and management systems that optimize asset performance, improve operational efficiency and enhance real-time decision-making across its entire value chain.\n\nAs a complementary measure, the Company will continue to strengthen its planning, control and execution processes, with the objective of ensuring the efficient implementation of its\nstrategy and the sustainability of its results over time.\n\nCapital Expenditures and Divestitures\n\nThe following tables set forth our principal capital expenditures and divestitures during the last three years:\n\nOur Principal Capital Expenditures for the Last Three Years\n\n(in millions of Pesos)\n\n \n\nYears ended December 31,\n\n \n\n \n\n \n\n2025 (a)\n\n \n\n \n\n2024 (b)\n\n \n\n \n\n2023 (c)\n\n \n\nCapital Expenditures by Segment:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMaritime Operations\n\n \n\n$\n\n640.7\n\n \n\n \n\n$\n\n70.5\n\n \n\n \n\n$\n\n124.1\n\n \n\nInfrastructure Maritime Operations\n\n \n\n \n\n49.5\n\n \n\n \n\n \n\n396.1\n\n \n\n \n\n \n\n6.6\n\n \n\nPort, Terminals and Logistics Operations\n\n \n\n \n\n1.0\n\n \n\n \n\n \n\n2.1\n\n \n\n \n\n \n\n0.5\n\n \n\nWarehousing Operations\n\n \n\n \n\n0.4\n\n \n\n \n\n \n\n0.8\n\n \n\n \n\n \n\n0.1\n\n \n\nCorporate\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\nTotal\n\n \n\n$\n\n691.6\n\n \n\n \n\n$\n\n469.5\n\n \n\n \n\n$\n\n131.3\n\n \n\n(a)\n\nIn 2025, capital expenditures included: (i) Maritime Operations: $640.7 million for the acquisition of two supply vessels; and (ii) Maritime Infrastructure Operations: $49.5 million in maintenance\nand improvements.\n\n(b)\n\nIn 2024, capital expenditures included: (i) Maritime Operations: $70.5 million for the acquisition and upgrade of equipment and the conversion of two new mud vessels; and (ii) Maritime\nInfrastructure Operations: $396.1 million for the acquisition of a floating dock.\n\n(c)\n\nIn 2023, capital expenditures included (i) Maritime Operations: $124.1 million in equipment acquisition and improvements and construction of new mud vessels; and (ii) Marine Infrastructure\nOperations: $6.6 million in equipment acquisition and improvements.\n\nPrincipal Capital Divestitures for the Last Three Years\n\n(in millions of Pesos)\n\n \n\n \n\nYears Ended December 31,\n\n \n\n \n\n \n\n2025 (a)\n\n \n\n \n\n2024 (b)\n\n \n\n \n\n2023 (c)\n\n \n\nCapital Divestitures:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of shares of subsidiaries\n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n10.0\n\n \n\nOther assets\n\n \n\n \n\n0.3\n\n \n\n \n\n \n\n13.2\n\n \n\n \n\n \n\n—\n\n \n\nTotal\n\n \n\n$\n\n0.3\n\n \n\n \n\n$\n\n13.2\n\n \n\n \n\n$\n\n10.0\n\n \n\n(a)\n\nIn 2025, proceeds from sale of property and equipment\n\n(b)\n\nIn 2024, TMM Logistics assets related to the Container Maintenance and Repair operation were sold.\n\n(c)\n\nIn 2023, TMM Almacenadora S.A.P.I. de C.V. including the AIFA concession.\n\n64\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nLeases\n\nThe Company maintains lease agreements related primarily to land and facilities used in its operations, which are recognized as right-of-use assets and lease\nliabilities in accordance with IFRS 16. Such leases do not involve the transfer of ownership of the underlying assets and form part of the Company's normal operating structure. Additionally, the Company enters into short-term vessel\ncharter arrangements, for which it applies the IFRS 16 practical expedient to recognize them in profit or loss over the lease term.\n\nTransportation Equipment and Other Operating Leases\n\nWe lease transportation and container handling equipment, our corporate office building and other assets under agreements classified as operating leases. The terms\nof these lease agreements range from 1 to 8 years and contain standard provisions for these types of operating lease arrangements. The liabilities associated with operating leases are presented as lease liabilities and the\ncorresponding asset is presented as a right-of-use asset, unless the lease term is 12 months or less or the underlying asset is of low value, for which the Company applies the IFRS 16 practical expedient.\n\nStrategic Asset Financing\n\nRTG Crane (Logistics Segment)\n\nIn June 2019, the Company entered into a financing agreement with PNC Bank, N.A., guaranteed by EXIM Bank, for $860 thousand U.S. dollars (approximately 85% of the\nasset’s value), bearing a fixed interest rate of 4.40%, with semiannual payments of principal and interest and maturity in July 2024, for the acquisition of a rubber-tired gantry (RTG) crane used in its automotive logistics\noperations. The financing was fully repaid at maturity.\n\nMud Vessels (Maritime Segment)\n\nIn February 2024, the Company entered into a financing agreement with Atrafin LLC, guaranteed by EXIM Bank, for $2.3 million U.S. dollars, bearing a fixed interest\nrate of 6.89%, with semiannual payments of principal and interest and maturity in March 2029, to fund working capital related to the conversion of vessels used in specialized maritime operations. As of December 31, 2025, the\noutstanding balance amounted to $29.2 million.\n\n \n\nAdditionally, in January 2025, the Company entered into a financing agreement with Grupo Financiero Inbursa for $40.5 million U.S. dollars, bearing interest at SOFR\n+ 5%, with semiannual payments of principal and interest and maturity in January 2031, for the acquisition of two specialized vessels. As of December 31, 2025, the outstanding balance amounted to $698.7 million.\n\nFloating Dry Dock (Maritime Infrastructure Segment)\n\nIn January 2025, the Company incorporated a floating dry dock financed by Bancomext for $16.8 million U.S. dollars (approximately 85% of its value), bearing interest\nat SOFR + 2.35%, with quarterly payments of principal and interest and maturity in October 2034. As of December 31, 2025, the outstanding balance amounted to $293.4 million.\n\nOther Debt and Financing\n\nHistorical Refinancing\n\nIn January 2011, the Company, through its subsidiary TMM, entered into two private credit facilities totaling $6.0 million U.S. dollars, bearing a fixed interest\nrate of 11.25%, including a two-year grace period for principal payments and an original maturity in January 2016, in order to improve the amortization profile of its receivables securitization program. Following partial repayments\nbetween 2017 and 2019, the remaining balance of $3.0 million U.S. dollars has been refinanced through several maturity extensions through December 2028. As of December 31, 2025, the total outstanding balance amounted to $87.3\nmillion.\n\n65\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nUnsecured Loans (Financial Restructuring)\n\nIn July 2020, the Company entered into two unsecured loans of $6.0 million each, with an original maturity in October 2020. These loans were subject to several\nrenegotiations, including partial repayments made between 2021 and 2023, as well as successive maturity extensions through 2024. As of December 31, 2025, the total outstanding balance amounted to $6.6 million. As a result of a\nsubsequent renegotiation, a 39.6% reduction of the outstanding balance was agreed, resulting in a revised balance of $4.0 million, payable in two installments during March and April 2026. As of the date of this report, the\noutstanding balance amounts to $2.0 million.\n\nTechnology Financing (Operational Support)\n\nIn March and October 2019, the Company entered into two credit facilities with Hewlett-Packard Operations México, S. de R.L. de C.V., for $607.8 thousand and $201.6\nthousand U.S. dollars, respectively, to enhance its technology systems. These facilities bore fixed interest rates of 6.84% and 6.13%, respectively, with monthly payments of principal and interest and maturities in March 2025 and\nOctober 2024. As a result of the COVID-19 pandemic, the Company obtained a three-month grace period on principal payments (from May to July 2020), extending the maturity of both facilities accordingly.\n\n \n\nIn March and December 2020, the Company entered into three additional facilities with the same counterparty for $86.6 thousand, $96.9 thousand and $252.1 thousand\nU.S. dollars, respectively, under substantially the same terms and conditions, bearing fixed interest rates ranging from 4.58% to 7.16%, with maturities between 2025.\n\nIn July 2022, the amortization terms of all facilities were extended by one year, with a 0.25% increase in interest rates. Subsequently, in September 2023, the\nagreements were renegotiated under substantially the same terms and conditions, including an additional 0.25% increase in interest rates and an extension of maturity to March 31, 2027. As of December 31, 2025, the total outstanding\nbalance amounted to $5.4 million.\n\nRelevant Bank Credit Facility (Working Capital)\n\nIn July 2020, the Company, through its subsidiary TMM Logistics, entered into a credit facility with Banco del Bajío for up to $30 million for working capital\npurposes. The facility was drawn in two tranches and matures in July 2027. In September 2022, the assignment of this facility to Fibra UNO was authorized.\n\nTransportation Equipment Financing (Restructured Facility)\n\nOn November 26, 2018, the Company restructured the amortization schedule of a financing agreement with Daimler Financial Services México, S. de R.L. de C.V., for\n$28.0 million, bearing a fixed annual interest rate of 12.9%, with monthly payments of principal and interest and original maturity in October 2021. As a result of the COVID-19 pandemic, the Company obtained two three-month grace\nperiods on principal payments (from April to September 2020), extending the maturity to January 2022. In October 2021, the amortization schedule was further extended to July 2024 under the same terms. In August 2022, a new agreement\nwas executed with the same institution to extend the amortization period, for an outstanding balance of $15.4 million, bearing a fixed interest rate of 13.0%, with monthly payments of principal and interest and maturity in December\n2024. As of December 31, 2024, the outstanding balance was $0.32 million, which was fully repaid during the first quarter of 2025.\n\nWorking Capital Credit Facilities (Logistics Operations)\n\nIn December 2014, the Company, through its subsidiary TMM Logistics, entered into two credit facilities with Banco Autofin México for $21.6 million and $8.4 million,\nrespectively. These facilities bore variable interest rates referenced to 28-day TIIE plus 450 and 350 basis points, respectively, with monthly payments of principal and interest and maturity in March 2022. As a result of the\nCOVID-19 pandemic, the Company obtained grace periods on principal payments and maturity extensions, including a four-month deferral (May to August 2020), extending the maturity accordingly. The $8.4 million facility was repaid in\nJuly 2022, while the $21.6 million facility was repaid in January 2023.\n\n \n\n66\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAdditionally, in November 2018, the Company entered into a credit facility with Banco Autofin México for $20.0 million, bearing a variable interest rate of 28-day\nTIIE plus 550 basis points, with monthly payments of principal and interest and original maturity in November 2023. This facility was also subject to grace periods and maturity extensions, including an additional six-month deferral,\nextending its maturity to September 2024. As of December 31, 2023, this facility had an effective interest rate of 16.89% and an outstanding balance of $3.0 million and was fully repaid on March 27, 2024.\n\nSale and Leaseback Transactions (Asset Optimization)\n\nIn March 2014, the Company, through its subsidiary IDN, entered into a sale and leaseback transaction with UNIFIN Financiera, S.A.P.I. de C.V., SOFOM E.N.R., with\nrespect to the floating dry dock “ARD-10”, the floating dry dock “ABDF 2”, and the tugboat “Catherine M”, for an approximate amount of $55.6 million, under an operating lease structure, in order to maintain its operational capacity.\nIn 2018, the Company repurchased the “ARD-10” dry dock and the “Catherine M” tugboat, while the lease of the “ABDF 2” dry dock was extended through June 2024, at which time it was also repurchased, fully terminating the transaction.\n\n \n\nAdditionally, the Company, through its subsidiary TMM Logistics, entered into a similar transaction with UNIFIN for seven cranes used in its container maintenance\nand repair business, for an approximate amount of $6.0 million, under an operating lease structure. This financing was extended in 2022 under similar terms and was fully repaid in March 2024.\n\nAgricultural Financing (Deconsolidated Operations / ADEMSA)\n\nIn 2011, the Company entered into two credit facilities with INPIASA, S.A. de C.V. to finance ADEMSA’s agricultural activities, for an aggregate amount of\napproximately $19.9 million. These facilities bore variable interest rates referenced to TIIE; one facility was repaid as scheduled and the other was extended, with the remaining balance of $0.2 million repaid in October 2024.\n\n \n\nContractual Obligations\n\nThe following table outlines our obligations for payments under our debt obligations, operating leases and other financing arrangements for the periods indicated as\nof December 31, 2025:\n\n(in thousands of Pesos, unless noted otherwise)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIndebtedness(1)\n\n \n\nLess\n\nthan\n\n1 year\n\n \n\n \n\n1-3\n\nyears\n\n \n\n \n\n3-5\n\nyears\n\n \n\n \n\nMore\n\nthan\n\n5 years\n\n \n\n \n\nTotal\n\n \n\nInvestors(2)\n\n \n\n$\n\n169,988\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n169,988\n\n \n\nFinancing for the acquisition of a floating dock (3)\n\n \n\n \n\n20,609\n\n \n\n \n\n \n\n49,912\n\n \n\n \n\n \n\n60,499\n\n \n\n \n\n \n\n163,348\n\n \n\n \n\n \n\n294,368\n\n \n\nFinancing for the acquisition & conversion of mud vessels(4)\n\n \n\n \n\n117,489\n\n \n\n \n\n \n\n274,596\n\n \n\n \n\n \n\n266,524\n\n \n\n \n\n \n\n60,586\n\n \n\n \n\n \n\n719,195\n\n \n\nOther Debt(5)\n\n \n\n \n\n11,022\n\n \n\n \n\n \n\n17,247\n\n \n\n \n\n \n\n4,167\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n32,436\n\n \n\nTotal\n\n \n\n$\n\n319,108\n\n \n\n \n\n$\n\n341,755\n\n \n\n \n\n$\n\n331,190\n\n \n\n \n\n$\n\n223,934\n\n \n\n \n\n$\n\n1,215,987\n\n \n\nOperating Lease Obligations(6)\n\n \n\nLess than\n\n1 year\n\n \n\n \n\n1-3\n\nyears\n\n \n\n \n\n3-5\n\nyears\n\n \n\n \n\nMore\n\nthan\n\n5 years\n\n \n\n \n\nTotal\n\n \n\nVessel, Transportation Equipment and Other Operating Leases\n\n \n\n$\n\n10,717\n\n \n\n \n\n$\n\n21,431\n\n \n\n \n\n$\n\n21,432\n\n \n\n \n\n$\n\n17,861\n\n \n\n \n\n$\n\n71,441\n\n \n\nFinancial charges\n\n \n\n \n\n(6,213\n\n)\n\n \n\n \n\n(10,297\n\n)\n\n \n\n \n\n(6,706\n\n)\n\n \n\n \n\n(2,020\n\n)\n\n \n\n \n\n(25,236\n\n)\n\nTotal\n\n \n\n$\n\n4,504\n\n \n\n \n\n$\n\n11,134\n\n \n\n \n\n$\n\n14,726\n\n \n\n \n\n$\n\n15,841\n\n \n\n \n\n$\n\n46,205\n\n \n\n(1)\n\nThese amounts include principal payments and accrued and unpaid interest as of December 31, 2025.\n\n(2)\n\nFour unsecured credit facilities. Three correspond to related-party financings, with outstanding balances of $87.2 million, $69.9 million and $6.3 million as of December 31, 2025, bearing fixed\ninterest rates of 11.25% and 15%, with maturities in December 2028. The fourth facility had an outstanding balance of $6.6 million as of December 31, 2025 and was subsequently renegotiated with a debt reduction, resulting in\na revised balance of $4.0 million, payable in March and April 2026; as of the date of this report, the remaining outstanding balance amounts to $2.0 million.\n\n(3)\n\nFinancing with Bancomext for $16.8 million U.S. dollars (SOFR + 2.35%), maturing in October 2034. As of December 31, 2025, the outstanding balance amounts to $294.4 million.\n\n(4)\n\nFinancings with Atrafin LLC (guaranteed by EXIM Bank) and Inbursa for $2.3 million and $40.5 million U.S. dollars, respectively, bearing interest at 6.89% fixed and SOFR + 5%, with maturities in\nMarch 2029 and January 2031. As of December 31, 2025, the outstanding balances amount to $27.0 million and $719.2 million, respectively.\n\n(5)\n\nCredit facilities with Hewlett-Packard Operations México for approximately $1.2 million U.S. dollars, bearing fixed interest rates in a range of approximately 4.6% to 7.7%, as subsequently amended\nand extended, with maturity in March 2027. As of December 31, 2025, the outstanding balance amounts to $5.4 million.\n\n(6)\n\nIn accordance with IFRS 16 Leases, Grupo TMM recognizes right-of-use assets and the corresponding lease liabilities, except for short-term and low-value\nleases. Lease payments are allocated between principal and interest, with the interest component recognized as a finance cost over the lease term.\n\n67\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nTrend Information\n\nIn recent years, a significant portion of the revenue generated by our maritime operations business has been achieved through contracts with Helmsley Management,\nCelanese Operations Mexico and PEMEX . In 2025, the Company earned revenues from PEMEX, CFEnergía and Celanese Operations Mexico, representing 61.9%, 27.8% and 7.5%, respectively, of the revenues generated by our marine operations\nbusiness, while in 2024, the Company earned revenues from PEMEX, CFEnergia and Celanese Operations Mexico, representing 62.8%, 20.6% and 15.1%, respectively, of the revenues generated by our marine operations business. The primary\npurchasers of our maritime operations services are multinational oil, gas and chemical companies. The future success of our maritime operations business depends upon our ability to capitalize on growth in the Mexican oil and gas\nsector by increasing our level of services to these companies.\n\nThe future success of our logistics, ports and terminals businesses depends upon our ability to enter into contracts with large automotive manufacturers, retail and\nconsumer goods companies and to become a supplier for Mexican government entities, providing integrated logistics and shipping services, as well as to develop our liquids terminal project. Our primary skills that make us competitive\nare: (i) our logistics expertise, (ii) our ability to continue developing logistics and other land transportation infrastructure, and (iii) our ability to provide state-of-the-art systems to provide logistics solutions.\n\nThe ability to satisfy our obligations under our debt in the future will depend upon our future performance, including our ability to increase revenues significantly\nand control expenses. Future operating performance depends upon prevailing economic, financial, business and competitive conditions and other factors, many of which are beyond our control. As noted elsewhere in this Annual Report,\nany resurgence of a pandemic, could have an adverse effect on our business, financial condition and results of operations. Although global economic activity has recovered as vaccination programs have expanded, new variants of\nCOVID-19 continue to emerge, and governmental efforts to control or mitigate the spread of these variants or other infectious diseases may trigger renewed restrictions with negative effects on global trade and the demand for our\nservices. See Item 3. “Risk Factors - Risks Relating to our Business - Our business has been and may continue to be adversely affected by the new outbreaks of the COVID-19 pandemic, and may be adversely affected by future pandemics,\nepidemics or other outbreaks of infectious diseases and governmental responses thereto” and Item 4. “Information on the Company - Recent Developments - COVID-19 Pandemic.” Our ability to refinance our debt and take other actions\nwill depend on, among other things, our financial condition at the time, the restrictions in the instruments governing our debt and other factors, including market conditions, the macroeconomic environment and such variables as the\nPeso/dollar exchange rate, benchmark money market rates in Pesos and Dollars and the success of reforms and amendments to the Hydrocarbons Law, which are beyond our control.\n\nWe have funded capital expenditures with funds from operating cash flows and with the capital increase expect to seek additional financing primarily through secured\ncredit arrangements and asset-backed financings for additional capital expenditures.\n\n68\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nCritical Accounting Estimates\n\nOur Consolidated Financial Statements have been prepared in accordance with the IFRS as issued by the IASB.\n\nWe have identified certain key accounting policies on which our financial condition and results of operations are dependent. These key accounting policies most often\ninvolve complex matters, may be based on estimates and involve a significant amount of judgment. In the opinion of our management, our critical accounting policies under IFRS are those related to:\n\nFair value measurement\n\n \n\nManagement uses valuation techniques to measure the fair value of its properties. This results in Management developing estimates and assumptions based on market information and using observable data\nthat would be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices that would be achieved in an arm’s length transactions at the\nreporting date (see Note 22 to the accompanying Consolidated Financial Statements contained elsewhere herein). Given the characteristics of the assets (properties) and the market conditions of those assets, the changes in the market\nconditions during the reporting period and up to the date of this report are considered minimum, so any change in value is considered to be insignificant.\n\n \n\nImpairment of long-lived assets\n\n \n\nOn assessing impairment, Management determines the recoverable value of each cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate\nthe present value of these cash flows.\n\n \n\nThe uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of an appropriate discount rate. During 2025 and 2024, the Company performed impairment tests without\ndetermining impairment losses (see Note 11 to the accompanying Consolidated Financial Statements contained elsewhere herein). Management conducted a sensitivity analysis on its discount rate considering an increase of 1 to 3\npercentage points; likewise, a decrease of up to 1.2 percentage points was considered for the growth rate, where the average recoverable value considering the combination of those scenarios was higher than the value of the long-term\nassets for each cash generating unit, hence, under those scenarios no impairment loss would be determined.\n\n \n\nDefined benefits obligation (DBO)\n\n \n\nManagement’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in\nthese assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 20 to the accompanying Audited Consolidated Financial Statements contained elsewhere\nherein).\n\n \n\nManagement conducted a sensitivity analysis for the main assumptions, the following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December\n31, 2025 and 2024:\n\n \n\nAs of December 31, 2025\n\n \n\n \n\n \n\n1.0% increase\n\n \n\n \n\n1.0% decrease\n\n \n\nDiscount rate\n\n \n\n \n\n \n\n \n\n \n\n \n\n(Decrease) increase in the defined benefits obligation\n\n \n\n$\n\n(1,007\n\n)\n\n \n\n$\n\n1,111\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSalary increase rate\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncrease (decrease) in the defined benefits obligation\n\n \n\n$\n\n370\n\n \n\n \n\n$\n\n(725\n\n)\n\n69\n\n[Table of Contents](#TABLEOFCONSENTS)\n\n \n\n \n\nIncrease in 1 year\n\n \n\n \n\nDecrease in 1 year\n\n \n\nAverage life expectancies\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(Decrease) increase in the defined benefits obligation\n\n \n\n$\n\n(41\n\n)\n\n \n\n$\n\n4\n\n \n\nAs of December 31, 2024\n\n \n\n \n\n1.0% increase\n\n \n\n \n\n1.0% decrease\n\n \n\nDiscount rate\n\n \n\n \n\n \n\n \n\n \n\n \n\n(Decrease) increase in the defined benefits obligation\n\n \n\n$\n\n(1,142\n\n)\n\n \n\n$\n\n1,258\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSalary increase rate\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncrease (decrease) in the defined benefits obligation\n\n \n\n$\n\n532\n\n \n\n \n\n$\n\n(938\n\n)\n\n \n\n \n\nIncrease in 1 year\n\n \n\n \n\nDecrease in 1 year\n\n \n\nAverage life expectancies\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(Decrease) increase in the defined benefits obligation\n\n \n\n$\n\n(53\n\n)\n\n \n\n$\n\n12"}