Grupo TMM, S.A.B. and Subsidiaries

Introduction

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

Presentation of Financial Information

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

The financial information included in this Annual Report was authorized by the Board of Directors on July 1, 2026.

Market and Industry Data

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

Forward-Looking Information

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

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

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

PART I

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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

Risk Factor Summary

Risks Relating to our Business

Risks Relating to our Indebtedness

Risks Relating to Mexico

Risks Relating to Ownership of our Equity

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

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

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

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

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

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

While the Company has generated net income in most recent fiscal years, its historical performance has been subject to certain variations driven by market conditions and specific events. The Company's ability to continue as a going concern depends on its capacity to sustain adequate levels of profitability and, as the case may be, access financing on favorable terms. However, there can be no assurance that the Company will continue to generate such net income or that it will obtain additional financing on the terms required.

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

As of the date of this Annual Report, we operate five offshore vessels on time charter to Petróleos Mexicanos, the national oil company of Mexico (“PEMEX”). In the event that these time charter agreements are terminated or expire without being renewed, we will be required to seek new bareboat or time charter agreements for these vessels. We cannot assure that vessels currently under bareboat or time charter will be available upon the expiration of their respective agreements, or that such agreements can be renewed on favorable terms. Furthermore, the rates applicable at the time of renewal could differ materially from those currently in effect. If we are unable to obtain time charter or bareboat charter arrangements on terms acceptable to us, we may offer the services of such vessels in the spot market. Because spot market charter and lease rates are subject to greater fluctuation than long-term time charter or bareboat charter rates, our inability to retain existing charter agreements or enter into comparable arrangements could adversely affect our operating results.

Our results from operations are dependent on fuel expenses.

Part of our vessel operations consume significant amounts of energy and fuel, the cost of which has fluctuated significantly worldwide in recent years. With respect to our other operations, our customers pay for the fuel consumption. We currently meet, and expect to continue to meet, our fuel requirements through purchases from various suppliers at North American market prices. In addition, instability caused by imbalances in the worldwide supply and demand of oil may result in increases in fuel prices. Through 2025, fuel expenditures represented a significant portion of our operating costs across our logistics and vessel operations, and given the increase in fuel prices that cannot be hedged or passed through to the end users of our transportation services, we cannot assure that our operations will not be materially and adversely affected in the future should energy and fuel costs continue to rise. For example, crude oil prices increased substantially during 2023 following Russia's invasion of Ukraine, before stabilizing in 2024, declining from over $100 to approximately $75–$80 per barrel, and averaging $61.6 per barrel in 2025. However, in March 2026, international oil prices showed an upward trend amid geopolitical tensions in the Strait of Hormuz. During that period, the Brent and WTI benchmark blends reached peak prices of approximately $118.4 and $98.71 per barrel, respectively, while the Mexican blend traded at approximately $99.21 per barrel. l

We may be unable to successfully expand our businesses.

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

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

Significant competition could adversely affect our future financial performance.

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

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

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

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

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

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

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

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

In the future, if the market values of our assets deteriorate significantly, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. If a vessel charter terminates, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain and finance the asset, we may seek to dispose of it. Our inability to dispose of a vessel or other asset at a reasonable price could result in a loss on its sale and adversely affect our results of operations and financial condition.

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

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

The factors that influence demand for our services include:

The factors that influence our services capacity include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The vessels we operate must also meet stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by governmental authorities such as the U.S. Coast Guard and other foreign authorities that have enacted legislation similar to the OPA for vessels operating in U.S. and foreign territorial waters. Non-compliance with these requirements could result in substantial fines, penalties or other sanctions.

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

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

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

As of March 31, 2026, we had 642 employees, of whom approximately 7% were unionized. The compensation terms of the labor agreement with these employees are subject to renegotiation on an annual basis and all other terms are renegotiated every two years. If we are not able to negotiate these provisions favorably, strikes, boycotts or other disruptions could occur, and these potential disruptions could have a material adverse effect on our financial condition and results of operations and on our ability to meet our payment obligations under our financing arrangements.

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

Global geopolitical tensions, international armed conflicts and instability in critical hydrocarbon production and transit regions, particularly the Middle East, Russia and Venezuela, may have a material adverse effect on our business, financial condition, liquidity and results of operations.

During 2024 and 2025, global financial and commodities markets experienced significant volatility as a result of prolonged armed conflicts, international economic sanctions, disruptions in supply chains and abrupt changes in energy prices. In particular, the armed conflict between Russia and Ukraine, which began in February 2022 and remains ongoing as of the date of this report, as well as tensions and conflicts in the Middle East —including those in the Red Sea region and the Strait of Hormuz that have affected critical maritime trade routes— have had direct and indirect effects on our operations. These developments have resulted in the following:

The continuation, escalation or emergence of additional armed conflicts could result in further economic deterioration, additional restrictions on cross-border commercial transportation or the implementation of stricter security measures that may affect the global flow of goods. We continue to monitor these geopolitical developments and their potential impact on international markets. Any of these factors could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Changes in trade policy by the United States or other countries could give rise to diplomatic tensions, including the imposition of new tariffs, regulations, economic sanctions or protectionist measures that may directly affect logistics costs.

The administration of President Donald Trump, who began his second term in January 2025, has implemented and continues to evaluate a protectionist trade agenda that includes the imposition of tariffs on products imported from Mexico, potential modifications to the operational terms of the United States-Mexico-Canada Agreement (“USMCA”), and increased scrutiny of cross-border operations.

During 2025, we experienced material effects resulting from these trade policies, including:

Additionally, one of the external risks we face relates to potential changes in executive orders issued by the U.S. government, particularly those related to foreign trade, border security, international transportation and energy policies. During 2025, the U.S. government issued and continues to evaluate issuing new executive orders that may modify customs and inspection procedures at ports of entry, increasing logistics times and costs; impose additional restrictions on certain types of cargo or products originating from Mexico; modify safety requirements and certifications for vessels and maritime operators; or alter financing conditions or access to U.S. capital markets for Mexican companies. These developments may create regulatory uncertainty that complicates medium- and long-term strategic planning and could substantially modify the operational and logistical conditions under which we operate.

Furthermore, trade disputes between the United States and China, as well as potential diplomatic tensions with other major trading partners, could indirectly affect our operations if they result in reductions in global trade or the redirection of trade flows away from Mexican ports and maritime routes.

Additionally, the United States-Mexico-Canada Agreement (“USMCA”) provides for a formal review of its provisions in July 2026. In light of the current environment of protectionist trade policies promoted by the U.S. administration, there is uncertainty as to whether such review could result in modifications to rules of origin, dispute resolution mechanisms or market access conditions that could affect trade volumes driving demand for our logistics, port and maritime transportation services. We cannot predict the outcome of such review or the impact it may have on our business, financial condition or results of operations.

Our information technology systems, like those of any other company, may be exposed to security incidents, unauthorized access or network connectivity disruptions, which could have a material adverse effect on our operations, financial condition, results of operations or reputation.

Our business operations rely on an information technology systems platform and communications networks that include technological infrastructure, software applications, computer equipment and cloud-based services. Despite the implementation of controls and protective measures, these systems remain susceptible to cybersecurity incidents, operational failures, disruptions in local and/or global network connectivity and other events beyond our control.

To mitigate these risks, we continue to strengthen our security measures through the implementation of technological and administrative controls, including the use of infrastructure and specialized services from leading providers such as Amazon Web Services (AWS), as well as advanced threat protection, detection and filtering tools for email and devices through solutions such as Microsoft Defender for Office 365. We also conduct internal awareness campaigns aimed at our employees regarding information security practices, including the prevention of social engineering attacks, secure information management and the periodic updating of credentials.

In addition, we have implemented advanced protection mechanisms on computing devices that enable real-time monitoring and response to potential threats, as well as remote management of software updates and security patches with the objective of maintaining our systems up to date and reducing vulnerabilities. We also maintain internal procedures for the identification of and response to potential large-scale cyberattacks or attempts at unauthorized access, including the preventive blocking of accounts, event analysis and corrective actions to restore secure operating conditions.

Notwithstanding the measures implemented, we cannot guarantee that our systems, or those of third parties with whom we interact, will not be compromised or that interruptions in technological services will not occur. Any significant incident could result in disruptions to our operations, loss or compromise of information, additional remediation costs, damage to our reputation or potential legal liabilities.

Furthermore, the occurrence of cybersecurity-related incidents, or the perception by our customers of a potential disruption in the quality or continuity of our services, could lead some customers to reduce or discontinue the use of our services, request different commercial terms or exercise contractual rights against us. Although we maintain contracts that establish rights and obligations for the parties, we cannot assure that the enforcement or defense of such rights in court would always be practical, timely or economically favorable.

If any of these events were to occur, our revenues, results of operations and financial condition could be materially adversely affected.

Our customers may take actions that may reduce our revenues.

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

Our financial statements may not be comparable to financial statements prepared in accordance with U.S. accounting standards.

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

Failure to company with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries around the world, including countries suspected to have a risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws. We are subject to the risk that we or our directors, employees and agents may take actions determined to be in violation of the Foreign Corrupt Practices Act or other anti-corruption laws. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, earnings or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Further, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention from our senior management.

Changes in Mexico's Federal Judiciary could adversely affect the resolution of our legal proceedings and the institutional environment in which we operate.

On September 11, 2024, Mexico's senate approved a sweeping constitutional reform meant to fundamentally reshape the country's judicial system, principally by having all judges in the country be popularly elected to their positions. The first elections occurred on June 1, 2025, when judges for 881 judicial positions were elected. Further elections for an additional 800 judicial positions will occur in 2027.

As a result, the Supreme Court of Justice of the Nation and other jurisdictional bodies have been reconstituted under a new configuration, the practical effects of which on the continuity of pending cases, jurisprudential criteria and resolution timelines remain uncertain.

This institutional transformation could affect the development and duration of judicial, administrative or amparo proceedings in which the Company is a party, including tax, labor and regulatory matters.

We cannot predict the impact that these changes may have on the resolution of such proceedings or on the application of the prevailing legal framework, which could adversely affect our operations and results.

Risks Relating to our Indebtedness

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

As of March 31, 2026, Grupo TMM’s total debt amounted to $1,201.8 million, which includes $982.2 million of bank debt owed to various banks, $10.5 million owed to non-institutional lenders, $164.0 million of related parties, and $45.1 million of liabilities associated with our long-term leases. Of this debt, $336.3 million is short-term debt, and $865.5 million is long-term debt.

Under IFRS, transaction costs related to financing arrangements are recognized as part of the debt under the amortized cost classification.

As of December 31, 2025, our total debt amounted to $1,262.2 million, which includes $1,046.0 million of bank debt owed to various banks, $12.9 million owed to non-institutional lenders, $157.1 million of related parties, and $46.2 million of liabilities associated with our long-term leases, primarily for warehouses used in our warehousing operations. Of this debt, $323.6 million is short-term debt, and $938.6 million is long-term debt.

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

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

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

We are primarily a holding company and depend upon funds received from our operating subsidiaries to make payments on its indebtedness.

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

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

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

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

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

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

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

We are exposed to fluctuations in the exchange rate between the Mexican peso and the U.S. dollar, as a significant portion of our revenues, although invoiced in U.S. dollars, is primarily settled in Mexican pesos.

A significant portion of our debt is denominated in U.S. dollars, while a relevant portion of our revenues, although referenced to such currency, is collected in Mexican pesos at the exchange rate prevailing on the date of payment. Accordingly, we are exposed to exchange rate fluctuations.

An appreciation of the Mexican peso against the U.S. dollar could adversely affect our ability to generate sufficient cash flows to service our U.S. dollar-denominated debt.

As of March 31, 2026, approximately 89.6% of our debt was denominated in U.S. dollars. As of December 31, 2025, the Mexican peso had appreciated 11.4% against the U.S. dollar compared to December 31, 2024. From January 1 through March 31, 2026, the Mexican peso has depreciated 0.6% against the U.S. dollar.

Exchange rate fluctuations may affect both the amount of our foreign currency obligations and the cash flows available to service them. Additionally, peso-dollar exchange rate movements may influence Mexico's export and import levels, which could impact cargo volumes and the mix of products transported by our subsidiaries. Although in certain instances a decline in exports could be offset by an increase in imports, such offset may not occur in a timely or sufficient manner.

Furthermore, changes in trade dynamics between Mexico and the United States, which are beyond our control, could adversely affect operating volumes or market conditions in the sectors in which we participate, which could negatively impact our results of operations.

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

We are exposed to the impact of interest rate changes, primarily through our variable-rate debt facilities, which generate interest payments obligations based on the Mexican Interbank Equilibrium Interest Rate (“TIIE”) or the Secured Overnight Financing Rate (“SOFR”). An increase in such interest rates could raise the financial cost of our debt and, consequently, our debt service obligations, which could have an adverse effect on our results of operations and cash flows. Grupo TMM does not have derivative financial instruments contracted to hedge cash flow risk in relation to the variable interest rates of its loans.

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

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

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overall economic, political, social and public health instability.

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

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

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

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

High interest rates in Mexico could increase our financing costs.

Interest rates in Mexico have experienced significant increases in recent years, reaching elevated levels during certain periods as a result of macroeconomic and monetary conditions. The Mexican Interbank Equilibrium Interest Rate (TIIE) at 28 days averaged 4.63%, 7.91%, 11.40%, 11.10% and 8.67% in 2021, 2022, 2023, 2024 and 2025, respectively, and for the three-month period ended March 31, 2026, the average was 7.28%. To the extent we incur variable-rate debt referenced to the TIIE or other local benchmark rates, any increase in such rates could raise the financial cost of our debt.

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

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

Our operations, including demand for our products or services and the pricing of our variable-rate debt, have also been negatively affected by the high-interest rate environment that has prevailed in the United States and Mexico in recent years. Although during the second half of 2024 and throughout 2025 monetary authorities began a gradual cycle of reductions in benchmark interest rates, rates remain at historically elevated levels and there is uncertainty regarding the pace, magnitude and continuity of future adjustments. If interest rates increase again or remain elevated for prolonged periods, interest payments on our variable-rate debt and the cost of refinancing our debt agreements upon maturity may also increase, which could have a material adverse effect on our net financing costs, liquidity and results of operations.

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

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

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

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

2024 was marked by significant changes in political leadership in Mexico. In October 2024, Dr. Claudia Sheinbaum Pardo assumed the presidency for the 2024–2030 term, representing the Movimiento de Regeneración Nacional (“MORENA”) party. Her administration has continued the policy of strengthening the state energy sector initiated during the previous administration, with emphasis on energy sovereignty, the strengthening of Petróleos Mexicanos (“PEMEX”) and the Comisión Federal de Electricidad (“CFE”), as well as a gradual transition toward clean energy under the direction of the State.

The beginning of the new administration implies a process of institutional and regulatory adjustments that has generated, and could continue to generate, uncertainty in strategic sectors, particularly energy, infrastructure, maritime transportation and public finances. These adjustments include the redefinition of budget priorities, changes in regulatory frameworks and greater State participation in key economic activities, which could affect the confidence of domestic and foreign investors, as well as the operating and financing conditions of companies linked to the energy and logistics sectors.

During the last quarter of 2024 and throughout 2025, the Mexican Congress approved significant legislative changes in the energy sector that have substantially modified the regulatory framework under which both state-owned and private companies operate. Among the most relevant changes are the legal transformation of PEMEX, the elimination of several PEMEX subsidiaries, the removal of autonomous regulatory agencies and the termination of the oil block bidding mechanism for exploration and production by private companies.

These regulatory changes may create uncertainty regarding the continuity of contracts, procurement procedures and commercial relationships previously established with entities in the energy sector, which could negatively affect our operations, results of operations and financial condition.

The operational and financial condition of PEMEX represents a significant risk factor, considering its high level of indebtedness and its reliance on financial, fiscal and budgetary support from the Mexican federal government. Since 2019, the Mexican government has allocated over $137 billion in supporting Pemex; during the same period, Pemex's total debt declined by only $20 billion. In addition, the development and consolidation of strategic projects, such as the Dos Bocas refinery, involve risks associated with investment costs, operational efficiency and profitability, which could have fiscal and macroeconomic impacts.

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

Political developments in the United States and changes in U.S. trade policy have had, and could continue to have, a material adverse effect on our business, financial condition and results of operations. The United States is Mexico’s principal trading partner and receives more than 80% of Mexico’s total exports. As a result, changes in U.S. trade policy, deterioration in bilateral relations or reductions in trade flows between the two countries could significantly affect the Mexican economy.

Because a significant portion of our revenues is derived from logistics services, maritime transportation and cargo handling related to Mexican foreign trade, any reduction in trade between Mexico and the United States could affect the demand for our services.

In November 2024, Donald J. Trump was reelected President of the United States and assumed his second term on January 20, 2025. Since then, his administration has pursued a more aggressive protectionist trade agenda than during his first administration (2017–2021).

Recently, the U.S. government has threatened or enacted trade barriers in order to protect or revive its domestic industries. For example, following the U.S. Supreme Court’s ruling on February 20, 2026 in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act does not authorize the President to impose tariffs, the President imposed a temporary import duty of 10 percent, subject to limited exceptions, pursuant to Section 122 of the Trade Act of 1974 and effective as of February 24, 2026, which remains subject to legal challenge. In addition, on March 11 and March 12, 2026 the United States Trade Representative commenced new Section 301 investigations which may result in the imposition of additional tariffs, retaliatory trade actions or investigations by these countries, or other restrictions on commerce. The situation remains particularly fluid and uncertain and it is unclear whether and to what extent new tariffs (or other new trade barriers) will be adopted, or once adopted, remain in place. Tariffs and other trade barriers can lead to a decrease in shipping traffic and shipping rates both generally and along specific routes, and thereby have an adverse effect on our business, results of operations and financial condition.

These measures have particularly affected the automotive sector, where U.S. authorities have questioned compliance with the rules of origin established under the USMCA and have imposed additional tariffs on vehicles and auto parts that, according to their criteria, do not meet regional content requirements. As a result, several automotive plants in the Bajío region have announced temporary closures or production reductions, which could affect demand for our automotive logistics services.

Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade and consequently the demand for commercial shipping. These developments would also have an adverse impact on our charterers’ business, operating results and financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. Any of these developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

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

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

As of the date of this Annual Report, the price of oil has increased 77% relative to year-end 2025. Oil and gas exploration and production companies are likely to cancel or reduce their drilling programs and incur lower production spending on existing wells, thereby reducing demand for our service.

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

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

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

Grupo TMM, S.A.B. and Subsidiaries

(1)	The highest, lowest and average spot price of Mexican crude oil in U.S. dollars reported by Banco de México during the relevant year.

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

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

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

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

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

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

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

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

If we do not file a registration statement with the SEC to allow holders of ADSs in the United States to participate in a preemptive rights offering or if there is not an exemption from the registration requirements of the U.S. Securities Act of 1933 available, the equity interests of holders of ADSs would be diluted to the extent that ADS holders cannot participate in a preemptive rights offering.

The Company is controlled by the Serrano Segovia family.

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

A change in control may adversely affect us.

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

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

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

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

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

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

As discussed in Item 15 “Controls and Procedures,” based on a review of our internal controls over financial reporting, our management has identified certain material weaknesses in our internal control over financial reporting as of December 31, 2025. Due to these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis. For a summary of the material weaknesses identified and the measures that we have taken and are taking to remediate, see “Item 15. Controls and Procedures—Management’s Annual Report on Internal Control over Financial Reporting.”

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

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

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

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

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

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

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

B. Business Overview

General

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

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

Maritime Operations. Our Maritime Operations division provides maritime transportation services, including offshore vessels that provide transportation and other services to the oil industry at sea, tanker vessels that transport petroleum 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.

Maritime infrastructure operations. We operate a shipyard with integrated services based in the port of Tampico, Mexico through our subsidiary, Inmobiliaria Dos Naciones, S.R.L. de C.V. (“IDN”). IDN is located near offshore oil and gas facilities and key commercial routes between the Southeastern United States and Mexico. As of March 31, 2026, IDN provides ship repair services and has two floating docks, the first with a capacity of 3,000 metric tons and the second with a capacity of 6,600 metric tons, which was commissioned in January of this year. IDN services more than 30 vessels per year and provides us with the necessary capabilities to build additional naval vessels.

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

In addition, we provide dedicated logistics services to major manufacturers, including automobile manufacturers and retailers with facilities and operations throughout Mexico. The services that we provide include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle) analysis; automotive logistics supervision from the production line exit, warehouses and transportation to the various ports for export, import and domestic market units, logistics information process 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 scope of our operations, together with the extent of our experience and resources, we believe that we are uniquely positioned to coordinate the entire supply chain for our customers.

Warehousing Operations. In October 2025, the warehousing business ceased to be part of the Company’s consolidated operations as a result of the loss of control in accordance with IFRS 10 “Consolidated Financial Statements”.

As 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 the Warehousing Operations.

The 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 ended 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 been 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.

In 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 acquiring 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 completion 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 not fall within the natures of assets held for sale nor discontinued operations according to the related IFRS standards.

With 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 third 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 installments 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 business 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 or 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.

As 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 recognized 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 operations” and Note 17 “Other costs, expenses and income” of the Audited Consolidated Financial Statements contained elsewhere herein.

Through 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. (“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 and to enable third-party facilities under the bonded warehouse (depósito fiscal) regime, while Saricogui focused on domestic warehousing services.

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

Digitalization Strategy

During the fiscal year, Grupo TMM continued to consolidate its digital transformation strategy as a key enabler to strengthen productivity, optimize operational efficiency, and enhance internal control mechanisms, contributing to sustainable value creation and the long-term resilience of the business.

As part of this strategy, the Group has promoted the internal development of specialized technological platforms through its Information Technology team. This approach has enabled 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 customization of commercial software. This strategy contributes to strengthening financial efficiency and generating savings that positively impact the Group’s operating profitability.

The Group’s cloud computing strategy has enabled optimization in the allocation of technological resources, improved operational flexibility, and strengthened financial discipline, 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 and tools aimed at protecting the Group’s information and technological assets, thereby strengthening the management of operational and technological risks.

The continued strengthening of the Information Technology team’s capabilities has enabled an ongoing focus on the evaluation of innovative solutions, ensuring the Group’s technological evolution and preparedness to address emerging challenges in the digital environment.

Strategic Platforms and Operational Efficiency.Key technological platforms continued to evolve to improve the automation, traceability, and control of operational processes.

The ARCADIA v2.0 customer relationship management system expanded its adoption across the organization, contributing to the optimization of commercial management, improved visibility of business opportunities, and strengthened decision-making based on structured information, positively impacting commercial productivity.

The APOLO help desk platform continued advancing in its strategic evolution to strengthen traceability, control, and quality in incident management, improving operational continuity and the experience of internal users.

The ADIRAN system successfully completed its functional testing phase and is currently in the implementation process. Once deployed, it will replace technological infrastructure 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.

Human Capital Management and Organizational Control.The TALENTUM platform continued strengthening workforce capabilities through training and evaluation programs, contributing to improved productivity and greater technical specialization of the Group’s human capital.

The evolution of DOMUS toward an integrated platform will enhance organizational management through the integration of human resources processes and asset management, improving information traceability and strengthening internal controls.

Additionally, the DOMUS Marítimo platform enabled improved personnel allocation in maritime operations, enhanced shift planning, and strengthened regulatory compliance, contributing to safer and more efficient operations.

Automation, Financial Control, and Operational Discipline.The SYRIUS system continued evolving 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.

The Document Management System continued consolidating its role as a key platform for the structured administration of institutional information, strengthening document traceability, regulatory compliance, and the management of information-related risks.

Analytics and Data-Driven Management.As part of the Group’s data-driven management strategy, 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 into business performance and strengthening timely decision-making.

New Platforms for Operational Optimization.During the period, progress was made in the development of solutions aimed at strengthening operational and financial discipline.

The NOVA platform will enhance the management and control of maintenance projects through monitoring of labor hours and operational activities, strengthening productivity and cost control.

Similarly, ODISSEI will optimize the management and reporting of travel expenses through automated digital processes, strengthening budgetary control, expense visibility, and financial discipline.

Technological Infrastructure.With respect to infrastructure, the Group implemented a technological 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, and gradually reduce infrastructure and maintenance costs.

Financial Systems. Grupo TMM continues operating with SAP S/4HANA as its core platform for financial and administrative management. 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.

Efficiency and Cost Optimization. The evolution of the technological ecosystem, particularly through the internal development of specialized platforms, has contributed to:

Contribution to the ESG Strategy

The Group’s digital strategy contributes to its ESG objectives by reducing paper usage, optimizing the consumption of technological resources, strengthening corporate governance practices, and improving transparency and traceability across operational and administrative processes.

The digitalization of processes contributes to a more efficient, responsible, and sustainable operation, aligned with international standards of corporate best practices.

Outlook

Grupo TMM will continue strengthening its technological ecosystem, prioritizing the internal development of strategic solutions that enable financial efficiency, operational control, and technological flexibility, thereby contributing to the reduction of structural costs and the generation of sustainable value for its shareholders.

New Floating Dock

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

In January 2025, the Ports, Terminals and Logistics division expanded its services in the automotive industry sector, extending its operational scope from 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.

• Deconsolidation of the warehousing business.

In October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.

During 2024, the Company commenced the provision of coastal transportation services for fuel oil between various ports in the Gulf of Mexico, which concluded 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.

The petrochemical transportation services contract between the ports of Houston and Coatzacoalcos concluded in December 2025 in accordance with its contractual terms, without subsequent renewal, in line with the Company's strategy of focusing on higher-profitability and operationally efficient operations.

Closure of Certain Container Maintenance and Repair Locations

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

Capital Increase

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

New “Loderos” Vessels

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

New Mexico City Airport Bonded Warehouse - AIFA

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

National Warehousing Operations

As 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 subsidiary 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.

Refinancing of Certain Credit Lines

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

Charter of Specialized “Mud Vessels”

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

Relocation of Corporate Headquarters

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

RTG Crane Acquisition

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

Resumption of the business of transporting steel to South America in bulk carriers on a spot basis.

In August 2017, we began the service of transporting steel in bulk to South America in specialized vessels called bulk carriers. As part of our strategy to have profitable operations, we terminated this service in December of 2022. In October 2025, we resumed bulk cargo transportation operations on a spot voyage basis, primarily for steel transportation, through the chartering of third-party vessels in accordance with prevailing market conditions.

The Mexican Market

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

The 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 activity 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 and has an established presence.

The Company actively monitors the development of this trend as a growth opportunity for demand for its services, while recognizing that commercial risks arising from protectionist policies in the United States could moderate or reverse such trend

The following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:

Source: INEGI.

Business Strategy

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

As part of our strategy to maintain efficient and profitable operations, the Company has strengthened its focus on business portfolio optimization through the exit from non-strategic operations and the prioritization of contracts with higher profitability, return and cash flow generation.

Our business strategy is focused on the following:

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

Certain Competitive Advantages

We believe that we benefit from the following competitive advantages:

Maritime Operations

Our Maritime Operations include: (a) supply and logistics services for the offshore oil industry at facilities in the Gulf of Mexico and between ports and/or to and from oil platforms; (b) parcel tankers, for the transportation and loading of liquid chemical products ; (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) bulk 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.

Fleet Management

As of March 31, 2026, we operate a fleet of five offshore vessels.

During 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.

The table below sets forth information as of March 31, 2026, about the fleet we operate by type, size and capacity:

Offshore Vessels

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

During 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 of which commenced operations in July 2021 for a period of three years and each of which was renewed in 2024 for a period of 3.5 years. At the end of 2023, we were awarded through public tender for two new mud vessels (TMM Alfa and TMM Gamma), which began operations in February and March 2024, respectively.

Set forth below is information regarding the offshore vessels fleet as of March 31, 2026:

+ Chartered vessel.

Product Tankers

Since 1992, we have provided product tanker chartering services to PEMEX and its subsidiaries for the transportation of clean and dirty petroleum products from refineries to various Mexican ports. During 2023, we operated the Kinaros tanker, which ended its contract in December 2023, from June 2024 through January 26, 2026, the Company operated the tanker vessel Steel, which was under a time charter contract with the company CFEnergía for cabotage fuel oil transportation between the ports of Coatzacoalcos and Tuxpan.

Parcel Tankers

Parcel 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 molasses. 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 maximum cargo tonnage volumes at a fixed price. Under this arrangement, the vessel operator was responsible for the vessel, fuel and port expenses.

During 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 372 thousand metric tons during 2024, 361 thousand metric tons during 2023, and 531 thousand metric tons during 2022.

In September 2025, the vessel completed its final voyage, at which point its last service concluded.

Set forth below is information regarding our parcel tanker as of September 30, 2025:

Gas Tankers

In 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 2025.

Set forth below is information regarding our parcel tanker as of June 30, 2025:

Bulk Carrier

In August 2017, we commenced transporting unpackaged general commodities such as steel between South America, the Caribbean and Mexico in specialized ships called bulk carrier vessels. Our bulk carrier services typically involve the hiring of a bulk carrier vessel approximately once per month. On December 31, 2022, we concluded this service. Subsequently, in October 2025, we resumed bulk cargo transportation operations on a spot voyage basis, primarily for steel transportation, through the chartering of third-party vessels in accordance with prevailing market conditions.

Maritime Agency Services

We work as representatives of shipowners through our agencies and subagents in the principal ports of Mexico, including the ports of Veracruz, Coatzacoalcos, Ciudad del Carmen, Dos Bocas, Tuxpan, Puerto Vallarta, Zihuatanejo, Cabo San Lucas, Mazatlán, Acapulco, Manzanillo, Huatulco and Puerto Chiapas.

Our agencies that provide services to vessel owners and operators in Mexican ports include: (i) port agent services, including the preparation of the necessary documentation with the port authorities for the clearance of vessels; (ii) security agent services, which supports the rotation of crew members; (iii) multimodal cargo and supervision; (iv) vessel provisioning services, which include the procurement 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 major ports through agreements with local agents.

Customers and Contractual Arrangements

The primary purchasers of our Maritime Operations services are multi-national oil, gas and chemical companies. These services are generally contracted on a short-term or long-term time charter basis, voyage charters, COAs or other transportation agreements tailored to the shipper’s requirements. In 2025, our three largest customers accounted for approximately 96.9% and 73.1% of Maritime Operations revenues and consolidated revenues, respectively. The loss of one or more of our customers could have a material adverse effect on our Maritime Operations Division’s results of operations.

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

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

Markets

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

Maritime Infrastructure Operations

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

In 2025, this segment represented approximately 17.2% of consolidated revenues.

Ports, Terminals and Logistics Operations

This Division is responsible for logistic solutions services, as well as container and rail car maintenance and repair, loading, unloading and storage services for goods in land and sea terminals. This segment represents 4.4%, 3.5% and 6.0% of consolidated revenues for the years 2025, 2024 and 2023, respectively.

Tuxpan

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

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

Acapulco

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

Logistics Operations

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

Automotive Services

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

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

In 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 12.3% 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 S.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 warehouse certificates and to enable third-party facilities under the bonded warehouse (depósito fiscal) regime, while Saricogui focused on domestic warehousing services.

Grupo TMM’s Strategic Partners

We currently do not have strategic partners.

Sales and Marketing

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

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

Systems and Technology

During the reported period, Grupo TMM continued advancing the modernization of its technological environment, with a focus on strengthening operational efficiency, risk mitigation, 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 operations.

Platform Modernization

Grupo TMM implemented strategic updates to various corporate applications, incorporating operational requirements from different business units and corporate functions. These 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.

Cybersecurity Enhancement

During the period, the Group continued implementing advanced cybersecurity solutions aimed at protecting its technological assets both within and outside its facilities. Key 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.

Technology Infrastructure Consolidation and Optimization

Grupo TMM maintains a technology strategy based on collaboration with leading providers, including Microsoft, SAP and Amazon Web Services (AWS), ensuring scalability, operational continuity, and ongoing platform updates.

As part of this process, the Group simplified its cloud architecture by consolidating services with a strategic provider, improving operational efficiency and strengthening 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 facilitating comprehensive infrastructure management.

Progress in Technological Transformation

Through these initiatives, Grupo TMM continues to advance a gradual, structured, and financially disciplined technological transformation aligned with its strategic priorities, aimed at strengthening the resilience, security, and efficiency of its operations.

Competition

Maritime Operations

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

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

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

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

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

Maritime Infrastructure Operations

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

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

Ports, Terminals and Logistics Operations

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

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

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

The Company believes the most important competitive factors in the Logistics Operations segment are segment are quality, response times, customer service, brand recognition, experience, operational capabilities, and advanced information technology.

Warehousing Operations

In October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.

Regulatory Framework

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

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

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

Mexican Navigation Law

The 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 effective 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 procedures 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 Mexico will continue to increase in the future.

The 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 Hague-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 a minimum.) The following are some of the most significant highlights of the legislation: customary provisions empowering authorities to conduct vessel inspections and incident investigations;

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

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

Regulations of the Mexican Navigation Law

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

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

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

Mexican Energy Reforms

On October 31, 2024, the “Decree amending the fifth paragraph of Article 25, the sixth and seventh paragraphs of Article 27, and the fourth paragraph of Article 28 of the Political Constitution of the United Mexican States, regarding strategic areas and companies" was published in the Official Gazette of the Federation (DOF). As a result of this constitutional reform, effective November 1, 2024, Petróleos Mexicanos (“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

The 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 secondary laws governing energy sector.

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

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

PEMEX 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 principles 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.

PEMEX maintains a special legal regime in matters relating to subsidiaries, compensation, procurement, leasing, services and public works, assets, administrative liabilities, budgeting, and 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 Gubernamental) and will therefore continue to apply IFRS.

With 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 Directors appointed by the Federal Executive and ratified by the Senate.

The Board of Directors is supported by the following committees: Audit; Human Resources, Compensation and Austerity; Strategy and Investments; Procurement, Leasing, Services and Public Works; Subsidiaries; and Sustainability.

The LEPEPM allows PEMEX and its subsidiaries to enter into contracts with private parties or mixed development arrangements, including structures that enable them to associate 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.

As 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 Nacional 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 between 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.

In place of these autonomous entities, the National Energy Commission (Comisión Nacional de Energía, or “CNE”) was established as a decentralized administrative body (órgano administrativo desconcentrado) 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.

This 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 for overseeing PEMEX as a state operator and for regulating the energy sector.

New Contract Allocation Rules and Elimination of Oil Bid Rounds

Under 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 projects 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.

If 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 Contracts (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).

As 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 competitively 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 participate 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.

We 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 generate 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 regulatory 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.

Tax Environment in Mexico

Salary Increases and Their Impact on Labor Costs

The Mexican government has implemented significant annual increases to the minimum wage. Effective January 1, 2025, the general minimum wage increased by 12%, from Ps. 248.93 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 general minimum wage to Ps. 312.41 per day and the border zone minimum wage to Ps. 470.26 per day.

These increases have resulted in higher employer-employee contributions to the Mexican Social Security Institute (Instituto Mexicano del Seguro Social, or “IMSS”) and the National 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 have been considered in our financial planning, they have put pressure on our operating costs and may impact our profit margins.

Joint Tax Liability

Since 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 liability. This reform included partners, shareholders, and participants in joint ventures of legal entities as jointly liable for the payment of taxes.

This 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 event that such subsidiaries fail to comply with their tax obligations.

Absence of Structural Tax Reform and Audit Powers

During 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, or “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 tax framework.

In the absence of a comprehensive tax reform, the Tax Administration Service (Servicio de Administración Tributaria, or “SAT”) has maintained its “deep monitoring” program, 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 complies 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.

Related Party Transactions

In accordance with the Mexican Income Tax Law, companies engaging in transactions with related parties, whether domestic or foreign, 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.

If the tax authorities were to review such prices and reject the determined amounts, they could require payment of the corresponding 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.

Changes to Tax Rules:

In addition, changes have been made to the tax rules. The request for authorization to transfer shares at tax cost must now be filed, 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, eliminating 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 cost, 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 also 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 fiscal 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.

Environmental Regulation

Our operations are subject to Mexican federal and state environmental laws, regulations and standards, including those related to environmental protection, as well as to technical environmental requirements issued by the Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales, or “SEMARNAT”).

Pursuant 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 y 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 emissions, noise emissions, handling of hazardous substances, transportation, and generation of solid waste.

The terms of our port concessions impose specific obligations to comply with applicable environmental laws and regulations.

In 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 strengthening the organization and operation of the agency, as well as the structure, authority, and responsibilities of its administrative units and decentralized administrative bodies.

International Environmental Regulations for the Maritime Sector

Our maritime operations are subject to increasingly stringent international environmental regulations. Among the most relevant are:

Sulfur limits in marine fuels (IMO 2020):

Since 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 low-sulfur fuels that comply with this requirement are more expensive than traditional fuels.

Ballast water management:

The 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 aquatic species. Compliance with this convention has required investments in specialized equipment for our vessels.

Reduction of greenhouse gas emissions:

In 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 sets 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.

Additionally, 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 trading 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 2023—may require investments in energy efficiency technologies, fleet modernization or the adoption of alternative fuels, which could materially increase our operating costs.

United States Environmental Legislation

Under 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 significant 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.

In 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 judgment. 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.

In addition, several international conventions imposing similar liabilities for pollutant discharges have been adopted by other countries. If a spill occurs during the operation 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.

The 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 operation 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 could be subject to such penalties and to injunctive relief.

Additionally, our maritime transportation of oil and petroleum products subjects us to further regulations and specific liabilities associated with such activities. Laws and 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 impose additional insurance requirements on vessel owners. We believe we are in material compliance with these regulatory requirements.

We 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 the 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 costs, natural resource damages, certain health studies, and related costs, regardless of fault or legality of the conduct, on certain categories of persons.

These persons, commonly referred to as “potentially responsible parties” (“PRPs”), include current and former owners or operators of a facility, as well as those who arranged 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, comparable state laws, or common law.

Environmental Compliance Status

Failure to comply with applicable environmental laws and regulations may result in administrative or civil fines, temporary or permanent shutdowns of operations, injunctive 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 international conventions. As of the date of this report, there are no material pending judicial or administrative proceedings against us related to environmental matters.

Ongoing compliance with existing environmental laws and regulations, as well as with future, more stringent regulations, may require additional investments in equipment, technology, 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 the specific impact on our results of operations, cash flows, required capital expenditures, or financial condition.

Other Regulations

Grupo 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 environmental protection.

Sustainability (ESG)

The Company recognizes the growing importance and relevance of environmental, social, and governance (“ESG”) criteria as a key and fundamental element for responsible business 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 Disclosure 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 to issuers.

For 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 line with applicable standards and other regulatory provisions, working in collaboration with a group of specialized advisors.

With 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 stakeholders.

Insurance

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

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

We hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2026, include:

Effective 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 in this table. See Note 1, General Information and Nature of Operations to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

Our business activities in the logistics and transportation fields are conducted with both owned and leased equipment, and, in certain instances, through concessions granted to us by the Mexican government. We were granted the right to operate certain facilities, including ports, as part of franchises awarded through the Mexican government’s privatization activity. We operate facilities, either through leases or with direct ownership interests in Aguascalientes, 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 Consolidated Financial Statements contained elsewhere herein.

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

In October 2025, the Company ceased to consolidate the warehousing business as a result of the loss of control over such operation.

Property, Vessels and Equipment-net are summarized below:

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

The Company 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 are 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 2024, recognizing a revaluation gain of 23 million pesos. See Notes 4.8 and 22 of the Audited Consolidated Financial Statements contained elsewhere herein.

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

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

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

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

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

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

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

Construction in progress corresponds to studies related to the hydrocarbon terminal project in Tuxpan.

None.

Executive Overview

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

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

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

Grupo TMM continued the upgrade, enhancement and, where appropriate, replacement of its technology platforms, strengthening operational efficiency and ensuring alignment 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 availability, scalability and overall performance.

In telecommunications infrastructure, voice and data services were optimized through comparative procurement processes to ensure cost efficiency and service quality; progress 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 performance.

Additionally, the Company advanced in the integration of technology platforms to consolidate them into more robust and interoperable solutions, facilitating information exchange 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 and analysis of strategic information for decision-making

See also Item 4: "Information on the Company: Systems and Technology."

Results of Operations

The 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 Annual Report. Our Consolidated Financial Statements have been prepared in accordance with IFRS, which differs in certain significant respects from U.S. GAAP.

General

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

Fiscal Year ended December 31, 2025 Compared to Fiscal Year ended December 31, 2024

Revenues 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.

Maritime Operations

Revenues 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 recognition 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 resumed steel transportation services to South America on a spot voyage basis.

Maritime Infrastructure Operations

Revenues 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 primarily attributable to the commissioning of a new drydock in 2025, which enabled the Company to service vessels requiring major repairs.

Ports, Terminals and Logistics Operations

Revenues 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 increase 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 improved operational efficiency.

Warehousing Operations

In 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 figures for the period are not directly comparable with those of the prior year.

Operating Income (Loss)

Operating 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 ended 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 Company-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.

The following table presents information regarding operating income (loss) by business segment for the years ended December 31, 2025 and 2024, respectively.

Maritime Operations

Operating 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 variance 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 the supply vessels to a Company-owned scheme as of February 2025.

Maritime infrastructure operations

Operating 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 increase was primarily attributable to the commissioning of a new drydock, which enabled the Company to service vessels requiring major repairs.

Port, terminals and logistic operations

Operating 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 million 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, partially offset by the reclassification of certain administrative expenses.

Warehousing Operations

The 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 date and are not directly comparable with the prior year.

Net Financing Cost

Net financing cost recognized during the year ended December 31, 2025 was $(10.6) million, compared to a net financial 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 drydock. 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 addition to the appreciation of the Mexican Peso at the end of the year-end 2025.

Income Tax Expense

For 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 expense 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.

Non-controlling Interest

The 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.

Net Income for the year attributable to stockholders of Grupo TMM

For 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 $114.5 million, or $0.66 per share.

Fiscal Years ended December 31, 2024 and 2023

For 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. “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

Foreign Currency Risk

The 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 49% 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.

While 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 date (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 accounting 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.

As 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 Foreign 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.

Notwithstanding the foregoing, the Company remains exposed to foreign exchange risks arising primarily from the interaction between cash flows denominated in Mexican pesos, local currency operating costs and U.S. dollar-denominated financial obligations.

The 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 partial 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.

Although 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 derivative 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. "Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency Risk."

Our business requires significant levels of capital investment and ongoing expenditures, including, among others, improvements to ports and terminals, infrastructure and technology, 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 financing. 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 administrative service fees charged to its operating subsidiaries to generate cash flow and meet its obligations, including debt service.

As 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 their 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 restrictions 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:

Under Mexican law, subsidiaries may only distribute dividends once their shareholders have approved the corresponding financial statements, and provided there are no accumulated 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 subsidiary for all issued and outstanding shares at that time).