20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2023

OR

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

OR

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

Date of event requiring this shell company report ________________

For the transition period from _________to_____________

Commission file number 333-14194

GRUPO TMM, S.A.B.

(Exact name of Registrant as specified in its charter)

TMM GROUP

(Translation of Registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation or organization)

Lago Alberto No. 442, P.5.

Colonia Anáhuac,

11320 México City, Mexico

(Address of principal executive offices)

Verónica Tego Sánchez

(5255) 5629 8866

veronica.tego@tmm.com.mx

Lago Alberto No. 442, P.5.

Colonia Anáhuac,

11320 México City, Mexico

 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

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

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

Title of each class

American Depositary Shares (“ADSs”), each representing

five Ordinary Participation Certificates

(Certificados de Participación Ordinaria)

(“CPOs”)

CPOs, each representing one nominative common share,

without par value (“Share”)

Shares

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

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

174,553,127 Shares outstanding as of December 31, 2023.

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

☐ Yes           No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes           No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes           No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes           No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☐

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by
the International Accounting Standards Board ☒ Other ☐

If  “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐    Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐    No ☒

TABLE OF CONSENTS

		PAGE
PART I		5
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3.	KEY INFORMATION	5
ITEM 4.	INFORMATION ON THE COMPANY	25
ITEM 4A.	UNRESOLVED STAFF COMMENTS	47
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	47
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	61
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	66
ITEM 8.	FINANCIAL INFORMATION	67
ITEM 9.	THE OFFER AND LISTING	69
ITEM 10.	ADDITIONAL INFORMATION	70
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	83
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	85
PART II		86
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	86
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	86
ITEM 15.	CONTROLS AND PROCEDURES	86
ITEM 16.	[RESERVED]	87
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	87
ITEM 16B.	CODE OF ETHICS	87
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	87
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	88
ITEM 16E.	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	88
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	88
ITEM 16G.	CORPORATE GOVERNANCE	88
ITEM 16H.	MINE SAFETY DISCLOSURES	88
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	88
ITEM 16J.	INSIDER TRADING POLICIES	88
ITEM 16K.	CYBERSECURITY	88
PART III		90
ITEM 17.	FINANCIAL STATEMENTS	90
ITEM 18.	FINANCIAL STATEMENTS	91
ITEM 19.	EXHIBITS	92

Grupo TMM, S.A.B. and Subsidiaries

Introduction

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

Presentation of Financial Information

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

The financial information included in this Annual Report was approved by the Board of Directors on August 1, 2024.

Market and Industry Data

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

Forward-Looking Information

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

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

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

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

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

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

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

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

• our ability to reduce corporate overhead costs;

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• the availability of capital to fund our expansion plans;

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

• changes in fuel prices;

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

• market and interest rate fluctuations;

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

• the adverse resolution of litigation and other contingencies;

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

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

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

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

PART I

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 KEY INFORMATION

A.  [Reserved]

B.  Capitalization and Indebtedness

Not applicable.

C.  Reasons for the Offer and Use of Proceeds

Not applicable.

D.  Risk Factors

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

5

Risk Factor Summary

Risks Relating to our Business

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

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

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

• Our results from operations are dependent on fuel expenses.

• We may be unable to successfully expand our businesses.

• Significant competition could adversely affect our future financial performance.

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

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

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

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

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

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

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

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

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

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

• Continuing world tensions, including as the result of wars, armed conflicts, terrorist attacks, pandemics and trade disputes could have a material adverse effect on our business.

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

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

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

Risks Relating to our Indebtedness

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

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

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

• We have to service our debt with revenues mostly generated in U.S. Dollars. This could adversely affect our ability to service our debt in the event of a devaluation or depreciation in the value of the Mexican peso against the dollar.

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

Risks Relating to Mexico

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Ownership of our Equity

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

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

• The Company is controlled by the Serrano Segovia family.

7

• A change in control may adversely affect us.

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

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

Risks Relating to our Business

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

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

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

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

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

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

Although we generated a net profit for the years ended December 31, 2023, 2022 and 2019, respectively, we accumulated losses in each of the years ended December 31, 2021 and 2020, respectively. Our ability to continue as a going concern is subject to our ability to generate sufficient profits and/or obtain necessary funding from outside sources and there can be no assurance that we will continue to be able to generate such profits or obtain such funding.

8

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 four offshore vessels on time charter to PEMEX Exploración y Producción (“PEP”). PEP is a subsidiary of 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 be sure that bareboat or time charters will be available for the vessels following termination or expiration, or that bareboat or time charter rates in effect at the time of such termination or expiration will be comparable to those in effect under the existing time charters or in the present market. In the event that bareboat or time charters are not available on terms acceptable to us, we may operate those vessels in the spot market. Because charter rates in the spot market are subject to greater fluctuation than longer term bareboat or time charter rates, any failure to maintain existing, or enter into comparable, charter agreements could adversely affect our operating results.

Our results from operations are dependent on fuel expenses.

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

We may be unable to successfully expand our businesses.

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

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

• the identification of joint venture opportunities or acquisition candidates;

• our ability to enter into acquisitions on favorable terms;

• our ability to finance any expansion of our business;

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

• the successful integration of any acquired businesses with our existing operations; and

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

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

Significant competition could adversely affect our future financial performance.

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

9

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

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

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

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

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

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

• prevailing economic conditions in the market;

• a substantial or extended decline in world trade;

• increases in the supply of vessel capacity;

• increased port and terminal capacity;

• prevailing charter rates;

• restrictions arising from emergency public health measures; and

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

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

10

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

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

The factors that influence demand for our services include:

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

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

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

• the globalization of manufacturing;

• global and regional economic and political conditions;

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

• environmental and other regulatory developments;

• technological advancements;

• currency exchange rates;

• weather and natural disasters; and

• global and regional public health developments.

The factors that influence our services capacity include:

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

• the Mexican foreign trade balance;

• the price of steel and other raw materials;

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

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

• port congestion; and

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

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

11

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

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

• industry relationships and reputation for customer service and safety;

• experience and quality operations (including cost effectiveness);

• quality and experience of operating personnel;

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

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

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

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

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

• competitiveness of the bid in terms of overall price.

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

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

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

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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, especially during peak shipping periods.

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

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

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

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

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

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Our maritime operations provide services to transport 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 for those vessels that operate within U.S. territorial waters. Non-compliance with these regulations could give rise to substantial fines and penalties.

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

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

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

As of March 31, 2024, we had 788 employees, approximately 5% of whom 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.

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

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

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

Continuing world tensions, including as the result of wars, armed conflicts, terrorist attacks, pandemics and trade disputes could have a material adverse effect on our business.

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

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

The COVID-19 pandemic, and the various restrictions on global trade and commerce instituted by countries to combat the spread of the virus, have had a negative impact on the global economy and may trigger significant future cross-border trade disputes. Further increases in global tensions and trade disputes may reduce the demand for our services and have a material adverse effect on our results of operations and financial condition.

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

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

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

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

Our customers may take actions that may reduce our revenues.

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

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

Our financial statements are prepared in accordance with IFRS. IFRS differs from U.S. GAAP in certain significant respects, including, among others, the recognition of revaluation property and equipment, the classification of minority interest in accordance with net identifiable assets, the nonrecognition of employees’ profit sharing, capitalized interest recognition, 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.

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, 2024, Grupo TMM’s total debt amounted to $369.5 million, which includes $61.4 million of bank debt owed to several different banks, $14.9 million owed to non-institutional lenders, $134.8 million of related parties, and $158.4 million of liabilities associated with our long-term leases; of this debt, $264.1 million is short-term debt, and $105.4 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt.

As of December 31, 2023, our total debt amounted to $378.7 million, which includes $61.9 million of bank debt owed to several different banks, $14.6 million owed to non-institutional lenders, $134.6 million of related parties, and $167.6 million of liabilities associated with our long-term leases, primarily the lease of warehouses for use in our warehousing operations; of this debt, $265.9 million is short-term debt, and $112.8 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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• incur additional indebtedness;

• create or suffer to exist liens;

• prepay certain debt;

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

• carry out certain investments;

• engage in certain transactions with shareholders and affiliates;

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• use assets as security in other transactions;

• issue guarantees to third parties;

• sell assets; and

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

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

We have to service our debt with revenues mostly generated in U.S. dollars. This could adversely affect our ability to service our debt in the event of a devaluation or depreciation in the value of the Mexican peso against the dollar.

As of March 31, 2024, approximately 24.2% of our debt was denominated in U.S. Dollars. As of the date of this Annual Report, we do not generate sufficient revenue in Mexican Pesos from our operations to service all of our Mexican Pesos-denominated debt. Consequently, we have to use revenues generated in U.S. Dollars to service our Mexican Pesos-denominated debt. A revaluation or appreciation in the value of the Mexican peso, compared to the dollar, could adversely affect our ability to service our debt. At the end of 2023, the Mexican peso appreciated 12.7% against the U.S. Dollar. From January 1, 2024 through March 31, 2024, the Mexican peso has appreciated 1.3% against the U.S. Dollar.

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

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

We are exposed to the impact of interest rate changes, primarily through our variable rate debt facilities that require us to make interest payments based on the Mexican Interbank Equilibrium Interest Rate (“TIIE”) or the Secured Overnight Financing Rate (“SOFR”). If interest rates increase significantly, our debt service obligations on this variable rate debt would increase, which could have an adverse effect on our earnings and cash flow. Further, as the use of SOFR as a reference rate was adopted only recently in January 2022 following a transition away from the London Interbank Offered Rate (“LIBOR”), we cannot predict the consequences that this transition will have on our debt service obligations and financing costs. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. The transition to SOFR may result in an increase in our debt service obligations and financing costs, and could otherwise adversely affect our business, financial condition, liquidity and results of operations.

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Risks Relating to Mexico

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

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

• significant governmental influence over local economies;

• substantial fluctuations in economic growth;

• high levels of inflation;

• changes in currency values;

• exchange controls or restrictions on expatriation of earnings;

• high domestic interest rates;

• wage and price controls;

• changes in governmental economic or tax policies;

• imposition of trade barriers;

• unexpected changes in regulation; and

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

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

Mexico has historically experienced uneven periods of economic growth. Mexico’s gross domestic product (“GDP”) increased 4.7%, 3.9% and 3.2% in 2021, 2022 and 2023, respectively, but decreased 8.0% in 2020. For the year 2024, the Bank of Mexico, through its Mexico Consensus Board¹ survey, estimates that Mexico’s GDP will grow by approximately 2.4%, while inflation is expected to be 4.10%. We cannot assure you that these estimates will prove to be accurate. The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on us in particular, as well as on market conditions, prices and returns on Mexican securities, including our securities.

¹ The Banco de México Survey is comprised of 36 economic analysis and consulting groups from the domestic and foreign private sector.

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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 are currently above the highs experienced in recent years, Mexico historically has had, and may again have, high real and nominal interest rates. The 28-day TIIE averaged 8.32%, 5.71%, 4.63%, 7.91% and 11.10% in 2019, 2020, 2021, 2022 and 2023, respectively, and for the three-month period ended March 31, 2024, it averaged 10.32%. To the extent our debt is incurred in Mexican Pesos at interest rates linked to the TIIE or any other Mexican interest rate index, any increase in such rates will increase our financing costs.

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

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

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

2019	2.83	%
2020	3.15	%
2021	7.36	%
2022	7.82	%
2023	4.66	%
2024 (annualized as of March)	4.42	%

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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.

Mexican political events may significantly affect our operations. On June 2, 2024, the presidential election and state and local elections were held in Mexico, which were some of the largest elections in Mexico’s history given the number of positions that were in contention. The results of such elections and changes in administration could result in political and economic changes in Mexico, over which the Company has no control. Claudia Sheinbaum won the presidential election on June 2, 2024 and will replace Mexico’s current president, Andres Manuel Lopez Obrador, on October 1, 2024 to serve a six-year term. During the current administration, certain laws, policies and regulations, as well as certain legislative proposals, have differed from those in force during previous administrations. There is no certainty that the incoming administration will continue these policies. Such is the case of the office of the outgoing president, Andres Manuel Lopez Obrador (2018-2024) a member of the National Regeneration Movement Party (“MORENA”), who halted a large part of the reforms introduced in 2013 under the 2012-2018 government of President Enrique Peña Nieto, aimed at fostering growth in certain key sectors of the Mexican economy were enacted, including the energy and transportation sectors. Currently, MORENA has a majority in both chambers of the Mexican Congress, giving it considerable power to pass new legislation or modify or terminate existing legislation, including potential modifications to the Mexican Constitution. President Andrés Manuel López Obrador and members of his administration have expressed a desire to modify and/or terminate certain structural reforms to the Mexican economy, including the 2013 Energy Reforms. The new administration has already succeeded in enacting various changes to Mexican laws and public policy and is seeking further changes, which may increase political uncertainty or have negative effects on the Mexican economy. In April 2022, Mexico’s Chamber of Deputies rejected the government’s constitutional reform proposal to guarantee the State the generation of at least 54% of the electricity needed by the market over private companies, which have focused on renewable energy and natural gas. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition or results from operations.

Mexico’s daily oil production statistics indicate that production has declined over the past eight years (2016-2023) at a compounded average rate of 1.7%, a trend that could continue in the coming years. In contrast, during the same period of time, imports of gasoline and diesel for domestic consumption grew 2.2%, and currently represent more than 85% of Mexico’s domestic consumption.

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

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

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

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

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Just like in Mexico, the presidential election of the United States of America will be held in 2024. The new government may declare to make substantial revisions to U.S. trade policies, including the renegotiation or termination of trade agreements, or propose the imposition of border taxes, higher tariffs or other measures which would increase the price of goods imported into the United States, particularly from Mexico. Future decisions by the current and incoming U.S. administration, including with respect to U.S. laws and policies governing foreign trade and foreign trade relations, could have a negative impact on the Mexican economy by reducing the level of commercial activity between Mexico and the United States or effecting a slowdown in direct U.S. foreign investment in Mexico, which could adversely affect our business and our results of operations.

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

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

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

As of the date of this Annual Report, prices have increased from their 2020 lows, reaching levels last experienced in 2014. If oil and natural gas prices decline from current levels for a sustained period, oil and gas exploration and production companies are likely to cancel or curtail their drilling programs and lower production spending on existing wells, thereby reducing demand for our services.

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

• our revenues, cash flows and profitability;

• the fair market value and profitability of our vessels;

• our ability to maintain or increase our borrowing capacity;

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

• the collectability of our receivables; and

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

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

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

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	Spot price of Mexican crude oil
Year Ended December 31,	High(1)		Low(1)			Average(1)		End of Year(2)
2019		65.83		43.65			56.13		56.14
2020		59.35		(2.37	)		35.70		47.16
2021		79.22		47.12			64.66		71.29
2022		119.62		60.42			89.49		69.71
2023		89.43		57.12			71.27		67.65

Grupo TMM, S.A.B. and Subsidiaries

	Spot price of Mexican crude oil
Year 2024	High(3)		Low(3)		Average(3)		End of Year(4)
January		73.37		66.11		69.31		71.55
February		74.27		67.78		72.07		73.40
March		77.87		72.42		74.86		76.25
April(5)		80.17		75.82		77.86		76.25

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

(2) The spot price on the last day of each relevant year.

(3) The highest, lowest and average spot price in the relevant month.

(4) The spot price on the last day of each relevant month.

(5) As of April 30, 2024.

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

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

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

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

Risks Relating to Ownership of our Equity

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

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

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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.

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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, 2023. Due to these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023. 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, reoccur or otherwise be discovered. If our efforts to remediate this material weakness, as described in Item 15 “Controls and Procedures”, is not successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations, cash flows or key operating metrics could be impaired, which could result in a material misstatement of our annual or interim financial statements, late filings of our annual or interim reports under the Exchange Act, restatements of our consolidated financial statements or other corrective disclosures. Additionally, the remediation measures we take may be time consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. Our failure to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could have an adverse effect on our business and negatively impact the trading price of our Shares. There can be no assurance that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

ITEM 4 INFORMATION ON THE COMPANY

A.  History and Development of the Company

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

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

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

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

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

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

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 Lago Alberto No. 442, P.5,503-A., Colonia Anáhuac 11320, México City, 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.

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Maritime Operations. Our Maritime Operations division provides maritime transportation services, including the operation of offshore vessels that provide transportation and other services to the Mexican offshore oil industry, tankers that transport petroleum products within Mexican and international waters, parcel tankers that transport liquid chemical and vegetable oil cargos from and to the United States and Mexico. As of March 31, 2024, we operate a fleet of six vessels, which include one parcel tanker and a five offshore supply vessels. This business unit also provides maritime agency services to ship owners and operators of Mexico’s main ports.

Maritime infrastructure operations. We operate a shipyard with integrated services based in the port of Tampico, Mexico through our subsidiary, Inmobiliaria Dos Naciones, S.R.L. de C.V. (“IDN”). IDN is located near offshore oil and gas facilities and key commercial routes between the Southeastern United States and Mexico. IDN provides ship repair services and has two floating drydocks with a capacity of 3,000 metric tons each, one of which will be replaced by a new floating drydock with a capacity of 6,600 metric tons, which is expected to be incorporated in the fourth quarter of 2024. IDN services more than 30 vessels per year and provides us with the necessary capabilities to build additional naval vessels.

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

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

Warehousing Operations. Through our subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Auxiliary Credit Organization (“ADEMSA”), we provide warehousing and bonded warehousing facility management services. ADEMSA currently operates over 217,000 square meters of warehousing space throughout Mexico, including 67,353 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit.

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

	Consolidated Transportation Revenues
	(in millions of Pesos)
	for the Years Ended December 31,
	2023		2022		2021
Maritime Operations	$	795.5	$	1,231.1	$	835.2
Maritime infrastructure operations		200.5		118.5		139.2
Ports, terminals and logistics Operations		73.1		161.0		223.8
Warehousing Operations		149.5		172.5		153.5
Total	$	1,218.6	$	1,683.1	$	1,351.7

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Recent Developments

COVID-19

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

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

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

Digitalization Strategy

Our cloud computing strategy has proven fundamental to our financial approach, enabling us to optimize resources and improve operational efficiency. Alongside this, we have prioritized cybersecurity by implementing robust measures to protect our data and systems. Furthermore, we recognize the importance of continuously updating our IT staff on new technologies, ensuring we stay abreast of the latest advancements and are prepared to tackle emerging challenges in the technology domain.

Several platforms have seen continuous improvements since their implementation, such as ARCADIA (Customer Relationship Management), which has enhanced administrative user usability daily; Apolo 2024 (HelpDesk – Ticketing System), which integrates greater control over each open ticket until its resolution and provides technical support statistics, business unit information, and activity summaries; ADIRAN 2024 (Container Terminal Management), which in its update will replace eight servers, three applications and database managers, all of which are over 15 years old; and TALENTUM, which in 2024 will evolve into a new platform for continuous online training, skills development, and competency assessment.

We are in the final stage of implementing the DOMUS system for Human Resources to manage documents (Repository), personal, labor, and historical data, among others, and to interconnect with the requirements of Mexican Official Standard NOM-035. We have increased the number of interfaces that enable information exchange between current and legacy systems used internally to systematize processes previously managed in spreadsheets or word processors, thereby avoiding and minimizing rework, data entry errors and information loss.

From an infrastructure perspective, servers eligible for updates this year will be migrated to virtualized environments, resulting in cost savings and greater agility and flexibility in workload distribution.

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On a financial level, we continue to operate with our enterprise resource planning (“ERP”) SAP S4/HANA systems. We have considered the option to migrate to ERP Microsoft Dynamics 365, but this would require certain financial resources that such a migration entails and approximately nine months for implementation. While this migration could result in significant operational cost savings related to the ERP systems in a few years, it is also a fact that we have not yet secured a special budget to cover the expenses for licenses, implementation, go-live, maintenance, and operational continuity, which represent substantial initial outlays.

New Mexico City Airport Bonded Warehouse

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

National Storage Operations

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

Closure of Certain Container Maintenance and Repair Locations

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

Capital Increase

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

New “Loderos” Vessels

At the end of 2023, the company was awarded two three-year contracts for the operation of two specialized vessels called “Loderos,” which began operations during the first quarter of 2024. Currently, the Company operates a fleet of five such vessels.

Termination of our Concession at the Port of Acapulco

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

Refinancing of Certain Credit Lines

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

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Charter of Specialized “Mud Vessels”

In August 2021, PEMEX awarded us a three-year contract to operate three specialized “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 in the process of renovation. At the end of August 2022, the Company obtained the incorporation of a fourth mud vessel for one year, as part of the aforementioned contracts.

Relocation of Corporate Headquarters

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

Vessel Sales

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

RTG Crane Acquisition

In June 2019, we entered into a financing agreement with PNC Bank, N.A., guaranteed by EXIM Bank, to acquire a rubber tyred gantry (“RTG”) crane to replace the crane used in our automotive sector operations at Aguascalientes. Pursuant to the agreement, the Company received loan proceeds in the amount of US$860 thousand (approximately 85% of the purchase price of the crane), at a fixed rate of 4.40% per annum, with semiannual payments of principal and interest, and maturing in July 2024. See Note 13 of the accompanying Audited Consolidated Financial Statements.

Refinancing of Parcel Tankers Debt

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

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

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

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

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

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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 impact the USMCA will have on the Mexican economy or our operating results. The following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:

	Foreign Trade 2020-2022(a)
	As of December 31, (in millions of Dollars)
	2023			2022			2021
Total Exports	$	593,005		$	577,698		$	494,949
Total Imports	$	598,475		$	604,615		$	505,703
Total Trade Flows	$	1,191,481		$	1,182,312		$	1,000,652
Growth Rate—Exports		2.6	%		16.7	%		18.6	%
Growth Rate—Imports		(1.0	)%		19.6	%		32.0	%
Growth Rate—Total		0.8	%		18.2	%		25.1	%
Growth Rate—GDP(b)		3.2	%		3.7	%		6.0	%

(a) The figures include the in-bound (maquiladora) industry.

(b) The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica (INEGI) and is based on 2018 prices.

Source: Instituto Nacional de Estadistica, Geografia e Informatica (INEGI).

Business Strategy

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

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

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

• We increased the number of ships for our Offshore Maritime Sector related businesses through the addition of five specialized vessels under a time charter contract with Pemex. These vessels, known as “mud vessels”, are used in the generation, transportation, conditioning and recovery of fluids during the drilling, completion and repair of offshore oil wells.

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

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

Our business strategy is focused on the following:

• Strengthen our business related to the Maritime Sector;

• Increasing the installed capacity in our Maritime Infrastructure operations;

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

• Diversification and expansion of services;

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

• Disciplined and continuous control of expenses.

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

Certain Competitive Advantages

We believe that we benefit from the following competitive advantages:

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

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

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

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

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

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

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

Maritime Operations

Our Maritime Operations include: (a) supply and logistics services for the offshore oil industry at facilities in the Gulf of Mexico and between ports and/or to and from oil platforms; (b) parcel tankers, for the transportation and loading of liquid chemical products between ports in Mexico and the United States; (c) port agency services in the country’s main ports for both cargo vessels and cruise ships. This segment represented 65.3% of consolidated revenues for the year 2023, 73.2% for the year 2022, and 61.8% for the year 2021.

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Fleet Management

As of March 31, 2024, we operated a fleet of 6 vessels comprised of one parcel tanker, as well as five offshore vessels. It is worth mentioning that until August 2022, we operated, commercialized and managed 24 vessels owned by TMMDM (23 supply vessels, 1 tanker), through a Maritime Services Agreement, which was terminated by both parties last August 2022. Under such agreement, TMMDM was required to pay a fee based on the income based on the shipping revenues. TMMDM has since changed its name to Marítima del Golfo de México y Subsidiarias para el Petróleo, SA de CV.

The table below sets forth information as of March 31, 2024, about the fleet we operate by type, size and capacities:

Vessel Type	Number of Vessels		Total Dead Weight Tons (in thousands)		Total Cubic Meter Capacity (in thousands)		BHP(*)
Offshore vessels		5		**		**		8,748
Parcel tankers		1		14.4		16.5		**
Total		6		14.4.5		16.5		—

* Average Brake Horse Power.

** Not applicable.

Offshore Vessels

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

During 2021, PEMEX conduced a public tender through which we were awarded three long-term charter contracts for the mud vessels Redfish 4, Beluga 2 and Go Canopus, each of which commenced operations in July 2021. At the end of August 2022, the company secured the addition of a fourth mud vessel, (Gannet).

Set forth below is information regarding the offshore vessels fleet as of March 31, 2023:

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

(1) Dead weight tons.

(2) Overall length.

(3) Meters.

+ Chartered vessel.

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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 for a two month period, 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

Our Parcel Tanker business operates between Mexican and American ports in the Gulf of Mexico, transporting chemicals, vegetable and animal oils and molasses. The majority of the transported cargo is under contracts of affreightment (“COAs”) in which the customers commit the carriage of their cargo over a fixed period of time on multiple voyages, with a minimum and a maximum cargo tonnage at a fixed price. The vessel operator is responsible for the vessel, the fuel and the port expenses. Currently, our parcel tanker fleet is comprised of one chartered vessel. We transported over 361 thousand tons of chemical products in our parcel tankers during 2023, 531 thousand tons during 2022, and 518 thousand tons during 2021. Our primary customers for our parcel tanker services include major oil and chemical companies.

Set forth below is information regarding our parcel tanker as of March 31, 2024:

Vessel

Year

Flag

Length (m)(1)

Beam (m)

Draft (m)

DWT(2)

Capacity M3 Total

Oriental Marguerite

2008

Panama

134.2

20.5

8.81

14,367

16,232

(1) Meters.

(2) Dead weight tons.

Bulk Carrier

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

Maritime Agency Services

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

Customers and Contractual Arrangements

The primary purchasers of our Maritime Operations services are multi-national oil, gas and chemical companies. These services are generally contracted for on the basis of short-term or long-term time charters, voyage charters, COAs or other transportation agreements tailored to the shipper’s requirements. In 2023, our ten largest customers accounted for approximately 92% and 60% of Maritime Operations revenues and consolidated revenues, respectively. The loss of one or more of our customers could have a material adverse effect on the results of our Maritime Operations.

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

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

Markets

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

• expectations as to future oil and gas commodity prices;

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

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

• worldwide demand for oil and natural gas;

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

• the level of production of non-OPEC countries;

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

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

Maritime Infrastructure Operations

The Company has a concession to operate a shipyard in the port of Tampico, Mexico. The shipyard is strategically located on the Gulf of Mexico, in close proximity to offshore oil and gas facilities and other key trade routes between the southeastern United States and Mexico. The shipyard provides repair services to more than 30 vessels per year. In addition, to better capitalize on the opportunities created by new entrants in the Mexican market, we intend to expand and diversify our shipyard capabilities through the addition of a new 6,600-metric-ton floating dock, expected to be delivered in the second quarter of 2024.

Ports, Terminals and Logistics Operations

We conduct general cargo operations at the public berth in the port of Tuxpan pursuant to a permit awarded by the Mexican government. Additionally, we own land in Tuxpan on which we are developing a liquid oils terminal and a multipurpose one. Our permit in Tuxpan give us the right of first refusal to continue operations for a second term once the term of the original instrument expires. In 2019, our permit in Tuxpan was extended for an additional 10 years.

As further described below, from June 1996 to June 2021 we held a concession to operate the port of Acapulco through a joint venture with SSA. Our Acapulco ports and terminals operations terminated effective June 21, 2021 when the administration of President Manuel López Obrador elected not to renew our concession and transferred control of the port to SEMAR. The business has closed operations since the date of termination of the concession. The following table sets forth our existing port facilities and concessions:

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Port	Concession/Permit	Date Awarded	Duration
Tuxpan	Stevedoring services	August 4, 1999	20 years (with the possibility of successive 10-year extensions, which were exercised in 2009 and 2019, respectively).

Tuxpan

Since 1999, 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. We also offer container-warehousing services at this port. 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.

In August 2016 we announced a new venture with TransCanada and Sierra Oil & Gas to jointly develop a mid-stream infrastructure in Tuxpan as well as an inland distribution center to serve the growing demand for refined products such as gasoline, diesel and jet fuel in the central region of Mexico. The site includes a liquid oils terminal being developed by Services and Solutions Optimus, S. de R.L. de C.V., which had been jointly owned 50% by the Company and 50% by Sierra Oil & Gas. In February 2019, we purchased the 50% interest held by Sierra Oil & Gas for US$2.6 million. With this purchase, we acquired full ownership and control of the project and Services and Solutions Optimus, S. de R.L. de C.V. became a wholly owned subsidiary of the Company. Once completed, the liquid oils terminal should allow us to supply up to 80,000 barrels per day of refined products.

Acapulco

In June 1996, we received a 25-year concession to operate the tourist port of Acapulco. Our port interests in Acapulco were operated through a joint venture with SSA called Administración Portuaria Integral de Acapulco, S.A. de C.V. (“API Acapulco”), in which we hold a 51% interest. Through API Acapulco, we operated and managed an automobile terminal, a cruise ship terminal with a capacity to receive two cruise ships simultaneously and an automobile warehouse with a capacity to store up to 1,700 automobiles.

When our concession came up for renewal in June 2021, the López Obrador administration decided that the public interest would be best served by transitioning Mexican port operations to the oversight and control of SEMAR. As a result, our concession to provide port and terminal operations in Acapulco expired effective as of June 21, 2021.

From January 1, 2021 through the expiration of our concession on June 21, 2021, we handled 5,263 export automobiles for Volkswagen, Chrysler and Nissan to South America and Asia. With respect to the cruise ship terminal, in 2021 we didn’t receive any cruise ships.

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; and maintenance and repair of containers in principal Mexican ports and cities. 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. This segment accounted for 6.0%, 9.2% and 15.4% of consolidated revenues in 2023, 2022 and 2021, respectively.

Automotive Services

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.

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Container Maintenance and Repair

We offer maintenance and repair services for maritime containers in Aguascalientes. These services involve keeping refrigerated components and other parts of a container in useable condition, including mechanical repair, welding and repainting of such containers.

Warehousing Operations

We offer warehousing and bonded warehousing facility management services through our subsidiary, ADEMSA. ADEMSA currently operates over 217,000 square meters of warehousing space throughout Mexico, including 67,353 square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican government to provide bonded warehousing services and to issue negotiable certificates of deposit. This segment accounted for 12.3%, 10.3% and 11.4% of consolidated revenues in 2023 2022 and 2021, respectively.

Grupo TMM’s Strategic Partners

We are currently a partner in the following strategic arrangements:

Business	Partner
Commercialization of Petroleum Products	Petrosoluciones en Firme, S.A.P.I de C.V.
Energy Infrastructure	EGI Oil & Gas, S.A. de C.V.

Sales and Marketing

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

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

We continually seek to update and improve our technology systems and processes to improve our operations. Our systems and applications are regularly updated following industry best practices and applying an agile methodology that ensures an efficient and cost-effective implementation process. In terms of on-premises IT security, we have implemented advanced devices and applications to increase the accuracy and security of our information, and at the cloud and data network level, we constantly monitor the environments hosting each platform as well as the performance, data traffic and stability of our communications networks to ensure the continuity of our business operations.

When implementing the technology platforms that support the operations across our business units, we work hand in hand with specialized teams of IT consultants and globally recognized companies such as Microsoft and SAP. In collaboration with these companies, we have implemented IT best practices internationally, and jointly developed a technology strategy to enable us to respond swiftly to the current needs of our businesses, while simultaneously laying the groundwork for  our swift adaptation to technological advances which impact the world daily. We understand that our IT solutions must remain flexible and able to adapt to changes in the financial conditions of the Company, which is why our IT and finance teams maintain a close relationship to promptly and efficiently find the best, cost-effective solution.

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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, 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 Caribbean Tankers, Inc. and Nordic Tankers.

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

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

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 and Reparaciones Navales Zavala.

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

Ports, Terminals and Logistics Operations

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

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

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

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

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

Warehousing Operations

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• maritime privileges are also considered within the law.

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

• bareboat charter;

• time charter;

• voyage charter;

• carriage of goods;

• passengers;

• salvage; and

• towage.

Regulations of the Mexican Navigation Law

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

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

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

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

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

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

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

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Mexican Energy Reforms

On December 12, 2013, the Mexican government passed legislation amending articles 25, 27 and 28 of the Mexican Constitution (Constitución Política de los Estados Unidos Mexicanos) and providing 21 transitional articles to establish the legal framework for reforming the Mexican energy sector. The reforms aim to modernize the Mexican energy sector and increase private investment by, inter alia:

• providing for PEMEX and CFE to become state-owned, for-profit companies (empresas productivas del estado, 100% Mexican);

• establishing a contractual regime to allow the Ministry of Energy (Secretaría de Energía or SENER), with the technical assistance of the new National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos or CNH), to award to PEMEX and private entities the right to participate in upstream oil and gas operations through the use of service contracts, profit-sharing agreements, production sharing agreements and license agreements, with the Ministry of Energy authorized to determine the best contractual form in each case so as to maximize revenue to the Mexican government;

• allowing private entities that have entered into a contract with PEMEX or the Mexican government to report, for accounting and financial purposes, the awarding of the contract, the related oil and gas reserves and the contract’s forecasted benefits, provided the private entities affirm that all oil and gas within the subsoil remains the property of Mexico;

• requiring PEMEX to participate in a “round zero” and submit to SENER for consideration a list of the areas where it intends to continue conducting exploration or production operations pursuant to the new contractual regime, establish that it has the technical, financial and execution capabilities needed to explore for and develop the oil and gas from those areas in an efficient and competitive manner, and provide a work program and budget for those areas;

• allowing PEMEX to transfer its rights to explore for and develop oil and gas resources to private entities upon application to SENER;

• allowing the Energy Regulatory Comission (Comisión Reguladora de Energia or CRE) to grant permits for the storage, transport and distribution of oil and gas through pipelines as well as for the generation and commercialization of electricity;

• creating the Mexican Petroleum Fund for Stabilization and Development (Fondo Mexicano del Petróleo para la Estabilización y el Desarollo) to act as a government trust fund for the collection and administration of income received by the Mexican government from contracts with PEMEX and private entities; and

• creating the National Agency of Industrial Security and Environmental Protection of the Hydrocarbon Sector (Agencia Nacional de Seguridad Industrial y de Proteccion al Medio Ambiente del Sector de Hidrocarburos) to regulate and supervise matters concerning operational security and environmental protection in the oil and gas industry.

In August 2014, SENER and CNH announced the results of PEMEX’s “round zero” lease allocation, awarding PEMEX approximately 83% of Mexico’s proven and probable (2P) reserves and 21% of its prospective resources. In connection with the energy reforms, SENER released a five-year oil and gas tender plan (2015 - 2019), which was intended to showcase the Mexican government’s strategy for revitalizing the domestic oil and gas sector and maximize interest from industry participants in future tenders. “Round one”, which consisted of four phases that took place in July, September, and December 2015 and December 2016, respectively, awarded to various international oil and gas companies the right to conduct oil and gas operations in shallow water exploration and production areas, onshore production areas and deep-water exploration areas. “Round two”, which began in June 2017, was divided into four tenders, the first of which involved the award of production sharing contracts, while the following three rounds involved the award of license contracts. “Round three” began in September 2017 and consisted of three tenders, the first of which involved the award of production sharing contracts, with the following two rounds featuring license contracts. Additionally, there are the so-called “farmouts” in which PEMEX will conduct oil and gas operations jointly with a third party, either to increase production, share risks, obtain geological information or access new technology. Farmouts were scheduled to be divided into four tenders, the first of which resulted in the signing of a license contract in March 2017. The bidding process for the remaining farmout tenders began in 2017 and resulted in two license contracts signed in March 2018.

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In October 2021, the government presented its five-year plan for 2020-2024, which prioritizes investments in shallow waters and conventional onshore areas and excludes unconventional onshore and deep-water areas. Furthermore, the plan indicates that the current administration does not intend to initiate new bidding processes for the award of further exploration and production rights until the current contracts demonstrate that they can generate profits for the government.

On March 26, 2021, President Andrés Manuel López Obrador proposed legislation to amend certain provisions of the Hydrocarbons Law (the “Amendment”). The Amendment was passed by the Mexican government and became effective on May 5, 2021 following its publication in the Federal Official Gazette.

This Amendment introduces key modifications to the regulatory structure for the granting of permits for midstream and downstream activities under the Hydrocarbons Law, establishing heightened requirements on companies applying for permits to refine oil, process natural gas, or engage in various other activities including transportation, storage, distribution, compression, liquefaction, decompression, regasification, commercialization, and retail of hydrocarbons, fuels and petrochemicals. In particular, the Amendment:

• requires that companies applying for a permit to conduct midstream or downstream activities first demonstrate that they meet certain minimum storage requirements established by SENER;

• modifies the procedure for the approval of applications to assign a permit, moving from the current “deemed approval” system under which an assignment application is deemed approved if the authorities fail to respond within the relevant time period, to one in which the failure of the authorities to respond within such period will result in denial of the application;

• establishes new grounds for the revocation of permits, including where CRE or SENER determine that the permit holder (i) has committed the crime of hydrocarbons, fuels and petrochemicals smuggling or (ii) is otherwise in breach of the permit conditions or the provisions of the Hydrocarbons Law;

• expands the discretionary authority of CRE and SENER, allowing them to suspend permits on a temporary basis or revoke them permanently, including for reasons of national security, energy security or to protect the national economy, and giving them the power to assume control of the permit holder’s administration and operations (or transfer such control to PEMEX) to ensure the continuous operation of the permit holder’s activities;

• allows CRE or SENER to determine the length of any permit suspension, hire a new operator, use (or authorize PEMEX to use) the personnel of the permit holder to continue the permit holder’s operations, or use a combination of the foregoing;

• allows CRE or SENER to revoke permits for storage activities in cases where the holder has failed to meet and comply with the authorized storage capacity; and

• provides that where a permit holder has failed to exercise their rights or perform their duties within the time period specified in the permit, or within 365 days if no period is specified, CRE or SENER may declare the permit to have expired and be of no further legal validity.

The Amendment may have a significant impact on the future development of Mexico’s hydrocarbons industry, particularly, the midstream, downstream, and retail sectors, as it grants authorities the discretionary power to revoke permits, considerably expands administrative power to issue temporary or permanent suspensions for reasons of national security, energy security, or to protect the national economy, and allows authorities to assume control of a permit holder’s operations or assign control of those operations to a third party. Although the permit holder may request the end of the permit suspension once the stated reasons for the suspension no longer exist, the authority has no obligation to compensate the permit holders for their losses during the period of suspension.

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The Mexican government might also consider changes to ports concessions already granted to third parties, as well as those that are in the process of being granted. We cannot provide any assurance that certain political decisions of the Mexican government will not put at risk the permanence of port concessions, or that such decisions will not have a negative effect on our business.

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

Mexican Tax Reforms

Effective January 1, 2024, the general minimum wage and the Northern Border Free Zone minimum wage will increase by 20 percent, from $207.44 to $248.93 pesos and from $312.41 to $374.89 pesos per day, respectively, as approved by the Government of Mexico. This increase also impacts the worker-employer contributions and vacation premiums for employees. Although this has been financially planned for, the increase in the minimum wage may influence the pricing of services or impact the company’s profit margins and earnings.

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

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

Environmental Regulation

Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment, as well as technical environmental requirements issued by the SEMARNAT. Under the General Law of Ecologic Equilibrium and Protection of the Environment (Ley General de Equilibrio Ecológico y Protección al Ambiente) and the General Law for Integral Prevention and Handling of Residues (Ley General de Prevención y Gestión Integral del Residuos), the SEMARNAT and other authorized ministries have promulgated standards, for, among other things, water discharge, water supply, emissions, noise pollution, hazardous substances, transportation and solid waste generation. The terms of the port concessions also impose on us certain environmental law compliance obligations. See “- Insurance.”

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

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

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

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

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

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

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.

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C.  Organizational Structure

We hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2024, include:

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

D.  Property, Plants and Equipment

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

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

Property and Equipment are summarized below:

	Years Ended December 31,
	2023		2022		Estimated Total Useful Lives (Years)
	(in thousands of Pesos)
Shipyard	$	84	$	114		40
Drydocks (major vessel repairs / mud vessels refurbished in 2021)		42,845		68,161	2.5 and 3
Buildings and installations		101,033		103,815	20 and 25
Warehousing equipment		32		601		10
Computer equipment		151		182	3 and 4
Terminal equipment		18,863		20,996		10
Ground transportation equipment		4,330		3,132	4, 5 and 10
Other equipment		8,714		10,101
	$	176,052	$	207,102
Land		1,419,674		1,147,174
Construction in progress		230,406		136,495
Total Property, Vessels and Equipment-net	$	1,826,132	$	1,490,771

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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. The Company intends to repurchase the asset for approximately 2 million pesos from UNIFIN in June 2024.

Since January 1, 2014, the Company has applied the revaluation model for its assets in accordance with IAS 16 “Property, Plant and Equipment”. The revalued amounts for the majority of its assets are determined at market values calculated by professional appraisers, with the values of certain vessels determined using other valuation techniques. As a result, in December 2023 and 2022, the Company did not recognize any revaluation effect as it did not consider it necessary to perform a new appraisal of its properties, while in December 2021 the Company recognized a revaluation gain of $254.0 million. See Notes 4.9 and 24 of the Audited Consolidated Financial Statements contained elsewhere herein.

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

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 long-term charter contract with PEMEX.

As of December 31, 2021, one RTG crane has been pledged to secure our obligations under the financing agreement with PNC Bank, N.A. In addition, three properties have been pledged to secure our obligations under our lines of credit with Banco Autofin and Banco del Bajio.

On January 8, 2021, the vessel “Olmeca” was sold to the company Athene Shipping Limited, and was delivered in Singapore. The proceeds were used to prepay credit line with Act Maritime LLC for $3.5 million dollars in December 2020.

In December 2021, our subsidiary Inmobiliaria TMM, S.A. de C.V. wrote off three properties for a value of $191.0 million.

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.

Construction in progress primarily pertains to the conversion of two new “Loderos” vessels, which began operations in the first quarter of 2024, with an approximate cost of $94 million pesos. It also includes the construction and installation of a new floating dock and studies related to the hydrocarbon terminal project in Tuxpan.

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ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Executive Overview

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

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

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

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

• Changes in management: We have recently made various changes to our senior management team. Effective September 1, 2020, Mrs. Vanessa Serrano Cuevas assumed the role of Chief Executive Officer. In 2021, Mr. Axel Xavier Vera de Castillo assumed the role of Chief Information Officer. As of 2022, Luis Manuel Ocejo Rodríguez, Christian Venus Vázquez Coria, Gerardo Meza Vázquez, Alejandro Romero Rodríguez and Víctor Velázquez Romo, assumed the positions of Deputy General Director, Legal Director, Internal Audit Manager, Director of Maritime Operations and Director of Maritime Infrastructure, respectively. Finally, in February 2023, Maricela González Méndez joined the Company as Commercial Director. Lastly, in September 2023, Verónica Tego Sánchez assumed the role of Chief Financial Officer, replacing Luis Rodolfo Capitanachi Dagdug, who served from 2021 through September 2023.

• Updating our digital technology platforms: We continue to improve our technology and information systems capabilities through continued our Digitalization strategy. With the implementation of integrated cloud-based platforms, we have developed general systems for corporate use and specific software applications for each business unit, as well as optimize our telecommunications connectivity and internet speed across all locations where Group TMM operates. The efforts of our information technology partners have been fundamental to this transformation and operating continuity, working in close collaboration with our business partners to keep our applications running. As a result of these efforts, today our companies are aligned in a digital information platform that enables them to operate efficiently, effectively, flexibly and with an eye toward being prepared to adapt to any change impacting our businesses and our customers. Furthermore, we are continuously improving our financial systems according to system updates in accordance with the updates in the technological operating models of the authorities of the Government of Mexico, such as the Tax Administration System that updated the CFDI and the Payment Complement and implemented the Carta Porte, as well as to the operational changes of the business, in order to obtain operational and consolidated reports in a faster and more reliable manner.. See Item 4. “Information on the Company - Systems and Technology.”

• Expanding our Maritime Operations: We have strengthened and streamlined our Maritime Operations in recent years, developing the business into our most profitable segment. We remain focused on expanding our Maritime Operations to add specialized vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilities. As part of this strategy, in August 2021, we entered into a long-term contract with PEMEX to operate three specialized vessels known as “mud vessels”, and in 2024 began operating 2 additional mud vessels with PEMEX. In addition, we have continued our efforts to diversify our customer base, as well as implemented a strategic cost reduction plan to offset some of the instability in the oil industry. See Item 4. “Information on the Company - Business Strategy - Expansion and Improvement of our Maritime Operations.”

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

• Development of Maritime Infrastructure operations: In order to strengthen this segment, in 2022, the Shipyard business became a Business Division. The shipyard, located in the port of Tampico, provides ship repair and dry dock services to more than 30 vessels per year. We are working to incorporate a new floating dock during 2024, replacing one of the two existing floating docks that have reached their useful life, which will allow us to increase the current capacity. See ITEM 4 “Information on the Company - Business Strategies - Expansion of our Marine Operations”.

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

• Sale of certain subsidiaries: In recent years we have sold certain non-strategic subsidiaries in an effort to streamline our operations and reduce operating costs. During fiscal year 2023, two companies were sold, TMM Almacenadora, S.A.P.I. of C.V. (including the AIFA concession) and Servicios Tecnológico ST, S.A. of C.V. to an unrelated party.

• Termination of port and terminal operations at the Port of Acapulco: Since 1996, we have operated the port of Acapulco in association with SSA Mexico through a concession granted by the Mexican government. The concession was subject to renewal in June 2021, at which time the López Obrador administration decided that the public interest would be best served by transitioning Mexican port operations to the oversight and control of SEMAR. As a result, we terminated our port and terminal operations in Acapulco concurrently with the expiration of our concession on June 21, 2021.

Operating Results

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

General

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

	For the years ended December 31
	2023			2022			2021
	(In millions of pesos)
Consolidated Transportation Revenues
Maritime operations	$	795.5		$	1,231.1		$	835.2
Maritime infrastructure operations		200.5			118.5			139.2
Port, terminal and logistics operations		73.1			161.0			223.8
Warehousing operations		149.5			172.5			153.5
Total	$	1,218.6		$	1,683.1		$	1,351.7
(Loss) Transportation Profit
Maritime operations	$	55.1		$	91.5		$	23.7
Maritime infrastructure operations		51.7			31.0			48.7
Port, terminal and logistics operations		(35.8	)		5.7			(18.8	)
Warehousing operations		(36.3	)		(1.0	)		(16.0	)
Shared corporate costs		(63.8	)		(84.3	)		(78.3	)
Total	$	(29.1	)	$	42.9		$	(40.7	)

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Fiscal Year ended December 31, 2023 Compared to Fiscal Year ended December 31, 2022

Revenues from operations for the year ended December 31, 2023 were $1,218.6 million compared to $1,683.1 million for the year ended December 31, 2022.

	Transportation Revenues
	(In millions of pesos)
	For the years ended December 31
	2023		% Revenues			2022		% Revenues			A2023 vs. A2022 % of change
Maritime operations	$	795.5		65.3	%	$	1,231.1		73.2	%		(35.4	)%
Maritime infrastructure operations		200.5		16.5	%		118.5		7.0	%		69.2	%
Port, terminal and logistics operations		73.1		6.0	%		161.0		9.5	%		(54.6	)%
Warehousing operations		149.5		12.3	%		172.5		10.3	%		(13.3	)%
Total	$	1,218.6		100.0	%	$	1,683.1		100.0	%		(27.6	)%

Maritime Operations

Revenues from maritime operations decreased 35.4% to $795.5 million in 2023 in comparison to $1,231.1 million in 2022 and accounted for 65.3% of our revenue. The decrease in revenues is mainly attributable to the closure of the Bulk Carrier business, which was not generating profits. This segment generated revenues in 2022 in the amount of $304 million, in addition, parcel tanker operations decreased by $105 million.

Maritime Infrastructure Operations

In 2023 the revenue of maritime infrastructure operations increased 69.2% to $200.5 million, in comparison to $118.5 million in 2022, and represented 16.5% of our income. The increase was principally caused by the capacity increase of the shipyard, which registered 100% occupation, and improvements in the prices of maintenance services.

Ports, Terminals and Logistics Operations

Ports, Terminals and Logistics Operations’ revenues decreased 54.6% to $73.1 million for the fiscal year ended December 31, 2023 compared to $161 million for the year ended December 31, 2022, and accounted for 6.0% of total revenues. The decrease was mainly due to the partial closure of the Manzanillo and Veracruz locations, which generated $80 million in revenues in 2022, and the volume decline of one of our customers, which mainly affected the operations of our container maintenance and repair.

Warehousing Operations

Warehousing Operations’ revenues decreased 13.3% to $149.5 million for the year ended December 31, 2023 compared to $172.5 million for the year ended December 31, 2022 and accounted for 12.3% of total revenues. The decrease in 2022 stemmed primarily from decreased volume in our customer operations.

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(Loss) Income on Transportation

(Loss) income on transportation reflects revenues on transportation less operating costs and expenses. References to operating income (loss) in this Annual Report refer to income (loss) on transportation, plus/minus the effect of other income (expenses) as presented in the Audited Consolidated Financial Statements included elsewhere in this Annual Report. Total costs and expenses for the year ended December 31, 2023 decreased 23.9% to $1,247.7 million, from 17.8% to $1,640.2 million for the year ended December 31, 2022. This decrease was primarily due to the closure of the Bulk Carrier business Operating income of $36.7 million was realized for the year ended December 31, 2023 compared to an operating gain of $35.5 million for the year ended December 31, 2022, primarily due to an increase in non-recurring income.

The following table sets forth information concerning the Company’s operating (loss) income on transportation by business segment for the years ended December 31, 2023 and 2022, respectively.

	Grupo TMM Operations (Loss) income on Transportation (1) (in millions of Pesos) Year Ended December 31,
	2023		2022			FY2023 vs. FY2022 % Change
Maritime Operations	$	55.1	$	91.5			(39.8	)%
Maritime Infrastructure Operations		51.7		31.0			66.8	%
Ports and Terminals Operations and Logistics		(35.8)		5.7			(728.1	)%
Warehousing Operations		(36.3)		(1.0	)		3,530.0	%
Shared Corporate Costs		(63.8)		(84.3	)		(24.3	)%
Total	$	(29.1)	$	42.9			(167.8	)%

(1) To better reflect Grupo TMM’s corporate costs, human resources and information technology costs are allocated separately to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: in 2023: $10.8 million in Ports and Terminals Operations, $31.7 million in Maritime Operations and $63.8 million in shared corporate costs; and in 2022: $12.9 million in Ports and Terminals Operations, $27.13 million in Maritime Operations and $84.3 million in shared corporate costs. Maritime Operations.

Maritime Operations

Transportation income from maritime operations, which ended December 31, 2023, decreased to $55.1 million compared to $91.5 million for the year ended December 31, 2022, after deducting $31.7 million of administrative costs in 2023 compared to $27.1 million of administrative costs in 2022. The difference is mainly due to the closure of the Bulk Carrier business and the Maritime Administration during 2023.

Maritime infrastructure operations

Transportation profit from marine infrastructure operations for the year ended December 31, 2023 increased to $51.7 million compared to $31.10 million for the year ended December 31, 2022. The increase in profit was primarily due to the shipyard’s installed capacity registering at a 100% during 2023.

Port, terminals and logistic operations

The ports, terminals and logistics transportation result for the year ended December 31, 2023 decreased to $35.8 million compared to a gain of $5.7 million for the year ended December 31, 2022, after deducting $10.8 million of administrative costs in 2023 compared to $12.9 million of costs in 2021. The difference was mainly due to a loss in the maintenance and repair business given decreased volume by one of our customers.

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Warehousing Operations

Warehousing Operations’ operating loss in the year ended December 31, 2023 increased to $36.6 million, compared to $1.0 million for the year ended December 31, 2022. The increase in the loss is mainly due to the decrease in volume of operations of one of our customers.

Net Financing Cost

	(in millions of Pesos) Year Ended December 31
	2023		2022			FY2023 vs. FY2022 % Change
Interest Income	$	2.0	$	0.5			300.00	%
Interest Expense
Interest in leases	$	28.8	$	28.6			0.7	%
Interest in financial debt		25.7		27.3			(5.9	)%
Amortization of expenses associated with other loans		—		0.4			(75.0	)%
Other financial expenses		8.5		5.3			60.4	%
Subtotal	$	63.0	$	61.6			2.4	)%
Gain (loss) on exchange, net	$	19.6	$	(0.1	)		(19,700	)%
Net financing cost	$	41.4	$	61.2			32.2	%

Net financing cost recognized during the year ended December 31, 2022 was $61.2 million compared to $59.1 million incurred during the year ended December 31, 2021. The net financing cost in 2022 included net exchange loss of $0.1 million and in 2021 included a net exchange gain of $3.2 million as a result of fluctuations in the relative value of the Peso against the Dollar.

Other (Expenses) income - Net

	(in millions of Pesos) Year Ended December 31,
	2023		2022			FY2023 vs. FY2022 % Change
Other (expenses) income - net	$	65.8	$	(10.4	)		(732.7	)%

Other (expenses) income - net for the year ended December 31, 2023 was $65.8 million, including $44.5 million of benefits due to the write-offs of provisions; $20.2 million due to the cancelation of rights of use in Ademsa, which were partially offset by tax recovery costs of $3.0 million.  Other (expense) income - net for the year ended December 31, 2021 was $(169.3) million which primarily included expenses of $130.0 million for asset write-offs and $38.5 million related to the cancellation of the corporate building lease.

Income Tax Expense

	(in millions of Pesos) Year Ended December 31,
	2023		2022		FY2022 vs. FY2021 % Change
Income tax gain (expense)	$	20.2	$	29.6		31.8	%

In the year ended December 31, 2023, includes current income taxes of $4.5 million and a deferred tax benefit for the year of $24.7 million, resulting in income tax income of $20.2 million compared to current income taxes of $3.2 million and a deferred tax benefit for the year of $32.8 million, resulting in income tax income of $29.6 million in the year ended December 31, 2022.

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Non-controlling Interest

	(in millions of Pesos) Year Ended December 31,
	2023			2022			FY2022 vs. FY2021 % Change
Non-controlling interest	$	(4.7	)	$	(2.6	)		(80.8	)%

Non-controlling interest registered a gain of $4.7 million for the year ended December 31, 2023, in comparison to in comparison to a loss of $2.6 million for the year ended December 31, 2022. This result is attributable to the registration of the deferred tax reserve at API Acapulco due to termination of its operations.

Net Income for the year attributable to stockholders of Grupo TMM

	(in millions of Pesos) Year Ended December 31,
	2023		2022		FY2023 vs. FY2022 % Change
Net Income for the year attributable to stockholders of Grupo TMM	$	20.2	$	3.5		477.1	%

In the year ended December 31, 2023, we recognized a net income of $20.2 million, or $0.17 per Share. In the year ended December 31, 2022, we recognized a net income of $3.5 million, or $0.03 per Share.

Fiscal Year ended December 31, 2022 and 2021

For a comparison of our operating results for the fiscal year ended December 31, 2022 to our operating results for the fiscal year ended December 31, 2021, see Item 5. “Operating and Financial Review and Prospects-Fiscal Year ended December 31, 2022 Compared to Fiscal Year ended December 31, 2021” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022.

Foreign Currency Risk

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

Our income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar. Given that a large proportion of our revenues are denominated in U.S. dollars, we have sought to reduce our exposure to foreign currency risk by holding a portion of our debt in U.S. dollars. Currently, approximately 24.4% of our indebtedness is denominated in U.S. dollars, including liabilities associated with long-term operating leases.

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

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Liquidity and Capital Resources

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

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

In addition, the Company notes that its financial statements present its debt obligations and liabilities associated with our long-term operating leases on a consolidated basis; however 72.9% of the Company’s debt as of December 2023 was held directly by its subsidiaries, each of which services its own debt out of its operating income. Management believes that these factors will enable the Company to remain current in its debt repayments notwithstanding the Mexican Law restriction on the distribution of profits by subsidiaries described below.

As of December 31, 2023, the debt obligations as well as the liabilities associated with our long-term operating leases at each of the Company’s subsidiaries were as follows:

	(in millions of pesos)
Grupo TMM, S.A.B.	$	102.8
Almacenadora de Deposito Moderno, S.A. de C.V.		110.7
TMM Almacenadora, S.A.P.I. de C.V.		75.3
TMM Logistics, S.A. de C.V.		64.4
TMM Dirección Corporativa, S.A. de C.V.		23.9
Inmobiliaria Dos Naciones, S. de R. L. de C.V.		1.6
Total	$	378.7

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

As of March 31, 2024, our total debt amounted to $369.5 million, which includes $61.4 million of bank debt owed to several different banks and financial institutions, $14.9 million owed to non-institutional lenders, $134.8 million of related parties, and $158.4 million of liabilities associated with our long-term operating leases; of this debt, $264.1 million is short-term debt, and $105.4 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be presented as a part of debt. Further, following the January 1, 2019 adoption of IFRS 16, liabilities associated with operating leases are presented as a part of debt unless the lease term is for 12 months or less or the underlying asset is of low value.

As of December 31, 2023, our total debt amounted to $378.7 million, which includes $61.9 million of bank debt owed to several different banks, $14.6 million owed to non-institutional lenders, $134.6 million of related parties, and $167.6 million of liabilities associated with our long-term operating leases, primarily the lease of warehouses for use in our warehousing operations; of this debt, $265.9 million is short-term debt, and $112.8 million is long-term debt.

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As of December 31, 2023 and March 31, 2024, we were in compliance with all of the restrictive covenants contained in our financing agreements.

Our total shareholders’ equity in 2023, including non-controlling interest in consolidated subsidiaries, was $1,974.4 million, resulting in a debt-to-equity ratio of 0.11.

As of March 31, 2024, we had net working capital (current assets less current liabilities) of $(168.3) million. We had net working capital of $(89.6) million, $61.3 million and $119.7 million as of December 31, 2023, December 31, 2022 and December 31, 2021, respectively. The decrease in net working capital for 2023 and as of March 31, 2024 was primarily due to the decrease in cash due to the conversion of new mud vessels. The decrease in net working capital from December 31, 2022 to December 31, 2023 was mainly due to the reclassification of “non-current assets available for sale” of fixed assets. The decrease in net working capital from December 31, 2021 to December 31, 2022 was primarily due to the disposition of “non-current assets available for sale”. While we continue to look for ways to improve our debt profile to reduce our financing costs and improve cash flows available for investment, we believe that our financial resources, including cash expected to be generated by our subsidiaries, is sufficient to meet our current objectives. Liquidity and working capital needs. See “-Executive Overview: COVID 19 Crisis Actions” above.

Information on Cash Flows

Summary cash flow data for the years ended December 31, 2023, 2022, and 2021 is as follows:

	Years Ended December 31,
	2023			2022			2021
	(in millions of Pesos)
Operating activities	$	$88.6		$	$166.7		$	(78.1	)
Investing activities		(119.3	)		(15.8	)		21.5
Financing activities		50.6			(134.0	)		0.8
Currency exchange effect on cash		(16.7	)		(7.9	)		(9.9	)
Net (decrease) increase in cash and cash equivalents		3.2			9.0			(65.7	)
Cash and cash equivalents at beginning of year		94.7			39.6			105.3
Restricted cash release		0.5			46.1			—
Cash and cash equivalents at end of year	$	98.4		$	94.7		$	39.6

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

For the year ended December 31, 2022, our consolidated cash position increased by approximately $55.1 million from the year ended December 31, 2021. This increase is primarily attributable to the operation of three mud vessels for the full year of 2022 plus the addition of a fourth mud vessels beginning August 2022.

In October 2022, the restricted cash that principally came from the flows of a guarantee trust, generated from the sale of the shares in the company Terminal Marítima de Tuxpan, S.A. de C.V. for $1.9 million U.S. Dollars (approximately $36.8 million Pesos), was released, leaving a cash restricted remainder of $2 million Pesos for our foreign trade activities via ADEMSA.

Our Cash Flows from Operating Activities

Net cash flows used in operating activities amounted to $88.6 million in the year ended December 31, 2023 compared to $166.7 million generated in the year ended December 31, 2022. The decrease is primarily due to the closure of locations in the M&R business and lower income in the storage business.

Net cash flows obtained in operating activities amounted to $166.7 million in the year ended December 31, 2022 compared to $78.1 million used in the year ended December 31, 2021. The increase is primarily due to the continuation of operations for one year of three mud vessels that commenced in August 2021, and to the disposal of five properties to liquidate certain liabilities valued at $118.7 million.

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

	Years Ended December 31,
	2023			2022			2021
	(in millions of Pesos)
(Loss) income before provision for income taxes	$	(4.7	)	$	(28.7	)	$	(269.2	)
Depreciation and amortization and other amortization		133.9			106.8			117.4
Loss (gain) on sale of fixed assets-net		—			58.3			132.9
Sale of subsidiaries		—			—			—
Provision for interests on debt		54.4			55.9			59.2
Investment interests		(2.0	)		(0.5	)		(0.3	)
Loss (gain) from exchange differences		5.2			1.5			4.5
Total changes in operating assets and liabilities		(98.2	)		(26.5	)		(122.6	)
Net cash provided by (used in) operating activities	$	88.6		$	166.7		$	(78.1	)

Our Cash Flows from Investing Activities

Net cash provided by investing activities for the year ended December 31, 2023 was $119.3 million, which included $131.3 million for investments in projects and operating equipment , partially offset by the generation of 10.0 million from the sale of TMM Almacenadora (AIFA). Net cash used by investing activities for the year that ended on December 31, 2022 was $15.8 million, which included $8.6 million for the sale of the Isla Colorada, which was partially offset by the use of $25.2 million for investments in projects and operating equipment. Net cash generated by investing activities for the year ended December 31, 2021 was $21.5 million, which included $83.5 million generated by the sale of the vessel “Olmeca” and $13.2 million of other assets, which was partially offset by the use of $75.5 million for investments in projects and operating equipment. See “- Capital Expenditures and Divestitures” below for further details of capital expenditures and divestitures relating to the years ended December 31, 2023, 2022 and 2021, respectively.

Our Cash Flows from Financing Activities

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

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

For the year ended December 31, 2021, cash generated by financing activities amounted to $0.8 million, which resulted primarily from $62.6 million of loan proceeds, partially offset by the repayment of $52.3 million of debt under existing loan facilities and operating leases and $9.5 million of interest payments.

Business Plan

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

• Enhance our business related to the Maritime Sector by adding more vessels specialized in our Offshore operations services, as well as well as improving the use and commercial conditions of chemical tankers, contracting tankers to transport petroleum products and expandingour client base in maritime agency services.

• Increasing the installed capacity in the Maritime Infrastructure Operations by replacing one of the docks to serve vessels of up to 6,000 tons of lift, with which we will be able to access 94% of the market of offshore vessels operating in the Gulf of Mexico and increase the Company’s income; in the medium term, we plan to have an additional dock of greater capacity that will also allow the construction of naval artifacts.

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• Maintaining efficient and profitable operations in Ports and Terminals, Logistics and Warehousing. That allows us to improve our conversion of Operating flow to free cash flow and recover our financial flexibility, focusing our efforts on excellence in the town of Aguascalientes and in the Automotive sector.

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

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

• Disciplined and continuous control of expenses, as well as the optimization of staff size in accordance with the implementation of the plans described above, which will allow, as a whole, the financial strengthening and implementation of short and medium term projects.

Capital Expenditures and Divestitures

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

Our Principal Capital Expenditures for the Last Three Years

(in millions of Pesos)

	Years ended December 31
	2023 (a)		2022 (b)		2021 (c)
Capital Expenditures by Segment: Maritime Operations	$	124.1	$	0.1	$	33.9
Infrastructure Maritime Operations		6.6		8.0		29.8
Port, Terminals and Logistics Operations		0.5		0.1		11.8
Warehousing Operations		0.1		17.0		—
Corporate		—		—		—
Total	$	131.3	$	25.2	$	75.5

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

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

(c) In 2021, capital expenditures included: (i) Ports and Terminals Operations: $11.8 million in acquisition and equipment improvements and construction in process for the expansion and maintenance of port and terminal facilities; and (ii) Maritime Operations: $33.9 million in acquisition and equipment improvements, and (iii) Maritime Infrastructure Operations: $29.8 million in equipment acquisition and improvements.

Principal Capital Divestitures for the Last Three Years

(in millions of Pesos)

	Years Ended December 31,
	2023 (a)		2022 (b)		2021 (c)
Capital Divestitures:
Sale of shares of subsidiaries	$	10.0	$	—	$	—
Other assets		—		8.9		96.7
Total	$	10.0	$	8.9	$	96.7

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(a) In 2023, TMM Almacenadora SAPI de CV including the AIFA concession.

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

(c) In 2021, capital divestitures included $96.7 million from the sale of a vessel “Buque Olmeca”.

Capital Leases

From December 31, 2023 to March 31, 2024, the Company has not incurred any capital lease obligations.

Going forward, in order to meet our short-term obligations as well as carry out our projects, we are considering the sale of certain assets which are already reclassified to current assets, coupled with our strategy to build alliances and strategic partnerships, and obtaining sources of financing to enable us to realize our projects.

Transportation Equipment and Other Operating Leases

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

Acquisition of Transportation Units

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

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

In October 2021, we extended the repayment terms to July 2024 retaining the same credit conditions. On August 2, 2022, a new agreement was signed with the finance company to extend the amortization period, for a total amount of $15.4 million at a fixed rate of 13.0%, with monthly principal and interest payments and maturity in December 2024. At December 31, 2023, the balance of this facility was $6.7 million at a fixed annual rate of 13.0%.

Purchase of an RTG Crane

In June 2019, TMM Logistics 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 operation for the automotive industry at Aguascalientes. This financing agreement was for US$860 thousand (approximately 85% of the purchase price of the equipment) at a 4.40% fixed rate, with semiannual payments of principal and interest, and maturing in July 2024. As of December 31, 2023, the line had a balance of $3.0 million with a fixed rate of 4.40%.

Other Debt

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

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

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

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

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

In April 2016, we entered into a $9.8 million line of credit with Banco HSBC, S.A. in order to strengthen the agricultural activities of ADEMSA, at a variable rate of the 28-day TIIE plus 300 basis points, with monthly payments of principal and interest and maturing in April 2021. To better withstand the negative effects of the COVID-19 pandemic, we negotiated and obtained a grace period of three months in the payment of principal from the months of May to July 2021, extending the term of each credit line three months, which matured and was repaid in full in July 2021.

In March and October 2019, we entered into a loan facility with Hewlett-Packard Operations Mexico, S. de R.L. de C.V. with two lines of credit to improve our technological systems. The first for US$607.8 thousand at a fixed rate of 6.84%, with monthly payments of principal and interest, and maturing in March 2025, and the second for US$201.6 thousand at a fixed rate of 6.13%, with monthly payments of principal and interest, and maturing in October 2024. To better withstand the negative effects of the COVID-19 pandemic, we negotiated and obtained a grace period of 3 months in the payment of principal for the months of May to July 2020, extending the term of each credit line by 3 months. In March and December 2020, we arranged another three lines of credit with Hewlett-Packard Operations Mexico, S. de R.L. de C.V. to continue the improvement of our technological systems, the first for US$86.6 thousand at a fixed rate of 5.96%, with monthly payments of principal and interest, and maturing in March 2025, the second for US$96.9 dollars thousand at a fixed rate of 7.16%, with monthly payments of principal and interest, and maturing in April 2025, and the third for US$252.1 thousand dollars at a fixed rate of 4.58%, with monthly payments of principal and interest, and maturing in August 2025. In July 2022, we extended the repayment terms of all lines of credit by one year, increasing the rate by 0.25% for each line. On September 2023, we renegotiated the contracts on the same terms for each line of credit, increasing the rate by 0.25%, and extending maturity through March 31, 2027. As of December 31, 2023, the total outstanding balance was US$18.9 million.

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

In July 2020, acting through our subsidiary Inmobiliaria Dos Naciones, we entered into a working capital line of credit with Portafolio de Negocios for $10.0 million at fixed rate of 25.0%, with monthly principal and interest payments and maturity in July 2023, which we can prepay in part or in full without penalty. The line of credit was fully paid in advance in December 2021.

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

Contractual Obligations

The following table outlines our obligations for payments under our capital leases, debt obligations, operating leases and other financing arrangements for the periods indicated as of December 31, 2023:

(in thousands of Pesos, unless noted otherwise)
Indebtedness(1)	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Investors(2)	$	149,203	$	—	$	—	$	—	$	149,203
Land and Logistics Equipment Financing(3)		9,674		—		—		—		9,674
Working Capital(4)		33,341		—		—		—		33,341
Other Debt(5)		6,553		11,830		544		—		18,927
Total	$	198,771	$	$ 11,830	$	$ 544	$	—	$	$ 211,145

Operating Lease Obligations(6)	Less than 1 year			1-3 years			3-5 years			More than 5 years			Total
Vessel, Transportation Equipment and Other Operating Leases	$	84,606		$	64,122		$	28,902		$	56,113		$	233,743
Financial charges		(17,463	)		(21,683	)		(14,328	)		(12,690	)		(66,164	)
Total	$	67,143		$	42,439		$	14,574		$	43,423		$	167,579

(1) These amounts include principal payments and accrued and unpaid interest as of December 31, 2022.

(2) Four unsecured lines of credit. First, the $70.3 million credit facility with related parties, with monthly interest payments at a fixed rate of 11.25% and payment of principal at maturity in December 2023. Second, also with a related party, a $64.3 credit facility with a fixed rate of 15% with maturity in December 31, 2023. Third, a $7.9 million credit facility with a fixed rate of 15% with maturity to December 31, 2023. Fourth, a $6.6 million credit facility with a fixed rate of 6% and payment of principal and interest at maturity. The Company is in negotiations to change the payment terms and/or improve the amortization profile of the current loan balance.

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(3) Debt in connection with the land & logistics equipment financing. These include one line of credit denominated in Mexican Pesos. In June 2022 we extended the amortization terms until December 2024 with monthly payments of interest and principal, at a fixed rate of 13.00%. The second related to the acquisition of an RTG crane, at a fixed rate of 4.40%, with semiannual payments of principal and interest, and maturing in July 2024.

(4) Debt allocated in different companies for working capital. Various lines of credit denominated in Mexican Pesos, with maturities between January 2022 and September 2024, with monthly principal and interest payments, variable rate; the weighted average rate was 14.7% per annum as of December 31, 2023. To better withstand the effects of the COVID-19 pandemic, we negotiated and obtained a grace period of 6 months in the payment of principal from the months of January to June 2021, extending the term of each credit line by six months.

(5) To improve our technological systems, we entered into a loan facility, denominated in US Dollars at a fixed rate, with monthly payments of principal and interest, and maturing March 2027. As of December 31, 2023 the weighted average rate was 9.4% per annum.

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

Trend Information

In recent years, a significant portion of the revenue generated by our maritime operations business has been achieved through contracts with Helmsley Management, Celanese Operations Mexico and PEMEX Exploración y Producción. In 2023, the Company earned revenues from PEMEX Exploration and Production, Helmsley Management and Celanese Operations Mexico, representing 38%, and 13%, respectively, of the revenues generated by our marine operations business, while in 2022, the Company earned revenues from PEMEX Exploration and Production, Helmsley Management and Celanese Operations Mexico, representing 27%, 14% and 12%, respectively, of the revenues generated by our marine operations business. The primary purchasers of our maritime operations services are multinational oil, gas and chemical companies. The future success of our maritime operations business depends upon our ability to capitalize on growth in the Mexican oil and gas sector by increasing our level of services to these companies.

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

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

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

Critical Accounting Estimates

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

We have identified certain key accounting policies on which our financial condition and results of operations are dependent. These key accounting policies most often involve complex matters, may be based on estimates and involve a significant amount of judgment. In the opinion of our management, our critical accounting policies under IFRS are those related to revenue recognition, valuation of property, vessels and equipment, deferred income taxes, labor obligations and impairment of long-lived assets. For a description of these policies and other significant accounting policies applicable to us, see Note 4 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and Senior Management

Board of Directors

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

Our current Board of Directors was elected and ratified at the Company’s Annual General Ordinary Shareholders’ Meeting held on April 29, 2024. Our directors and alternate directors, their principal occupations and years of service (rounded to the nearest year) as a director or alternate director are as follows:

Name	Principal Occupation	Years as a Director or Alternate Director	Age
Directors
Vanessa Serrano Cuevas	Chairman of the Board of Grupo TMM	5	49
Maria Josefa Cuevas Santos	Member of the Board	8	77
Miguel Oscar Adad Rosas	Member of the Board	3	61
Alberto Guillermo Saavedra Olavarrieta	Member of the Board	3	60
Francisco Javier García-Sabaté Palazuelos	Member of the Board	9	72
Boris Otto	Member of the Board	3	53
Jimena Serrano Cuevas	Member of the Board	1	52
Alejandro Pablo Salas de la Borbolla	Secretary (non-member of the Board)	3	48

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

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Grupo TMM, S.A.B. and Subsidiaries

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

Vanessa Serrano Cuevas

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

Maria Josefa Cuevas de Serrano

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

Miguel Oscar Adad Rosas

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

Alberto Guillermo Saavedra Olavarrieta

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

Francisco Javier García-Sabaté Palazuelos

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

Boris Otto

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

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Jimena Serrano Cuevas

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

Executive Officers

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

Name	Position	Years of Service with the Company	Years of Service as Executive Officer
Corporate Directors
Vanessa Serrano Cuevas	Chair of the Board and Chief Executive Officer	5	3
Luis Manuel Ocejo Rodríguez	Deputy Executive Officer	41	17
Veronica Tego Sanchez	Chief Financial Officer	30	4 months
Gerardo Meza Vázquez	Audit Manager	23	3
Christian Venus Vázquez Coria	Legal Manager	13	3
Axel Xavier Vera de Castillo	Chief Information Officer	3	3
Maricela González Méndez	Director, Commercial	1	1
Business Unit Directors
Alejandro Romero Rodríguez	Director, Maritime Transportation	29	4
Víctor Velázquez Romo	Director, Maritime Infrastructure	12	4

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

B.  Compensation

For the year ended December 31, 2023, the aggregate total compensation paid to our directors, alternate directors and executive officers for services in all capacities was approximately $12.7 million. See Item 7. “Major Shareholders and Related Party Transactions.”

Pension, Retirement or Similar Benefits

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

Seniority premiums, Pension Benefits and other employee compensation payable upon termination include the amortization of past service costs over the average remaining working lifetime of employees.

Reserves for obligations at the end of the 2023, 2022 and 2021 fiscal years were $77,390, $84,652 and $102,375, respectively.

C.  Board Practices

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

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Audit and Corporate Practices Committee

The Board of Directors maintains an Audit and Corporate Practices Committee composed of independent directors, each with extensive experience in the analysis and evaluation of financial reporting and knowledge of internal controls and procedures for financial reporting. The current members of our Audit and Corporate Practices Committee are Mr. Miguel Oscar Adad, Mr. Boris Otto and Mr. Francisco Javier García-Sabaté Palazuelos. Mr. Francisco Javier García-Sabaté Palazuelos serves as the chair of our Audit and Corporate Practices Committee. On April 29, 2024, the General Assembly of Shareholders appointed as independent director Mr. Francisco Javier García-Sabaté Palazuelos, who is considered a financial expert in accordance with the standards described in Section 407 of the Sarbanes Oxley Act of 2002.In accordance with Mexican Securities Law and Mexican Corporate Practices, the committee’s responsibilities include, among others:

Audit responsibilities:

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

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

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

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

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

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

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

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

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

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

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

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

Corporate Practices responsibilities:

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

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

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

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

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

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

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

• reviewing related-party transactions; and

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

Code of Ethics

The Company has adopted a Code of Ethics, which applies to its principal executive officer, principal financial officer, and other members of our senior management. The Code of Ethics may be viewed on the Company website at www.tmm.com.mx under the caption “Investors - Corporate Practices.” An English version of this document is available upon written request sent to Grupo TMM, S.A.B., Paseo de la Reforma No. 296, P.19. Col. Juárez, C.P. 06600, Alcaldía Cuauhtémoc, México City, México, Attn: Human Resources.

Statutory Auditor

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

D.  Employees

As of March 31, 2024, we had 788 employees, approximately 12% of whom were unionized, and as of December 31, 2023, we had 720 employees, approximately 10% of whom were unionized.

As of December 31, 2022, we had 769 employees, approximately 5% of whom were unionized. The decrease in the number of our employees in 2023 is primarily due to the reassignment and optimization of operational and administrative functions in the warehousing and container maintenance and repair operations, partially offset by an increase in the number of employees in the shipyard.

As of December 31, 2021, we had 837 employees, approximately 5% of whom were unionized. The decrease in the number of our employees in 2022 is primarily due to the reassignment and optimization of operational and administrative functions in the warehousing and container maintenance and repair operations, partially offset by an increase in the number of employees in the mud specialized vessel operation.

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

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E.  Share Ownership

As of March 31, 2024, the Serrano family held 113,120,540 Shares directly, and the CPO Trustee maintained 15,361,745 Shares of our capital stock in the form of ADSs, including 6,836,510 Shares that are beneficially owned by the Serrano family. Accordingly, as of such date, the Serrano Segovia family controlled the voting power of our capital stock. The voting power controlled by the Serrano family varies from time to time, depending upon the number of Shares held by the Serrano family and by the CPO Trust and others. As of March 31, 2024, other than as set forth below in the section entitled “Major Shareholders” each of our other directors, alternate directors or executive officers owns less than one percent of our Shares on an individual basis.

Shares were contributed to the CPO Trust established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each Share contributed to the CPO Trust. CPOs constitutes separate negotiable instruments different and apart from the Shares, and afford to their holders only economic rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting. Mexican and non-Mexican investors may hold CPOs without restrictions of any kind. The acquisition of Shares representing 5% or more of the capital stock of Grupo TMM by any person or group of persons (other than the Serrano Segovia family and the CPO Trustee), in one or a series of simultaneous or successive transactions requires the prior approval of the Board of Directors. As of March 31, 2024, the CPO Trustee held CPOs representing an aggregate of 15,361,745 Shares in the form of ADSs.

F.  Disclosure of Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  Major Shareholders

The following table indicates, as of March 31, 2024, unless otherwise indicated, the shareholders that beneficially own 5% or more of our outstanding Shares (the “Major Shareholders”). The percentage of our outstanding Shares owned by each Major Shareholder shown below is based on the 174,553,127 Shares outstanding as of March 31, 2024. For purposes hereof, each Major Shareholder with shared voting or investment authority with respect to certain securities is deemed to beneficially own all such securities.

Shareholder	Number of Shares	Percentage of Shares Outstanding
Vanessa Serrano Cuevas	59,454,348	34.1%
Jimena Serrano Cuevas	34,191,463	19.6%
José F. Serrano Segovia(a)	19,474,729	11.2%

(a) Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Family beneficially owns 113,120,540 Shares, including 19,461,229 Shares held by VEX, a Mexican corporation in which José F. Serrano Segovia holds 100% of the voting stock, and 500 Shares beneficially owned by Promotora Servia, S.A. de C.V. (“Promotora”), a Mexican corporation controlled by José F. Serrano Segovia, and which are owned directly by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (“Servicios”), a Mexican corporation.

Change in Percentage Ownership

Jimena Serrano Cuevas has reported her shareholding percentage, for the first time, as 19.6% of the shares outstanding as of December 31, 2023; Vanessa Serrano Cuevas reported a decrease in her percentage ownership from 36.4% (including those denominated as ADS’s) as of December 31, 2022; to 34.1% of the outstanding shares as of December 31, 2023. Mr. José F. Serrano Segovia decreased his shareholding percentage from 19.1% of the outstanding shares as of December 31, 2022; to 11.2% of the outstanding shares as of December 31, 2023. No majority shareholder has disclosed significant changes in its shareholding percentage during the three years ended December 31, 2023, 2022 and 2021.

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Voting Rights and Control

As of March 31, 2024, 15,361,745 Shares were held in the form of ADSs, which have limited voting rights. The Shares held in the form of ADSs are held directly by the CPO Trust. The voting rights for those Shares are exercisable only by the trustee of the CPO Trust, which is required by the terms of the trust agreement to vote such Shares at any shareholders’ meeting in the same manner as the majority of the Shares that are not held in the CPO Trust are voted. Of the 159,191,382 Shares held outside of the CPO Trust as of March 31, 2024, the Serrano family beneficially owns 106,284,030, or 66.8% of such Shares. As a result, the Serrano family could direct and control the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 9. “The Offer and Listing.” Except for the limited voting rights applicable to their ADSs, none of the Major Shareholders have voting rights that differ from those applicable to other holders of Shares.

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

B.  Related Party Transactions

On February 24, 2016, the Company entered into a venture with TransCanada and Sierra Oil & Gas to jointly develop a liquid terminal project for refined products storage, transportation, and distribution infrastructure to serve the growing demand for refined products such as gasoline, diesel and jet fuel from Tuxpan, Veracruz to the central region of Mexico.

In accordance with such venture, Sierra Oil & Gas initially contributed $4.6 million to the capital stock of Optimus, equivalent to the value of the first portion of land contributed by Grupo TMM, with the parties agreeing to joint control of Optimus. In addition, Grupo TMM contributed to Optimus another portion of land at a value of US$6.16 million, with Sierra Oil & Gas to contribute an additional US$6.16 million, for a total additional contribution of US$12.33 million, all of which was to be contributed by Sierra Oil & Gas within the three-year period following May 26, 2016. See Notes 1 and 5 to our Audited Consolidated Financial Statements contained elsewhere herein.

In February 2019, the Company agreed to purchase the 50% of Optimus shares owned by Sierra Oil & Gas for the amount of US$2.6 million, giving the Company full ownership of the liquid terminal project in Tuxpan and resulting in Optimus becoming a wholly owned subsidiary of the Company.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.  Consolidated Statements and Other Financial Information

See Item 18 - “Financial Statements.”

A.7  Legal Proceedings

Refined Product Services (“RPS”) Claim

On August 7, 2007, TMM filed a claim for arbitration against RPS for the amount of US$50,000 (approximately $845,000) for various expenses incurred by TMM due to the delay of the delivery of the tanker vessel Palenque.

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On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $50,681 million pesos), alleging that TMM failed to maintain the tanker vessel Palenque, and also filed a claim for consequential damages for losing a contract while the vessel was being repaired. Although it is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this proceeding vigorously.

Tax Liabilities Claim

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

On April 14, 2021, the Federal Court of Tax and Administrative Justice  issued a ruling, annulling various tax liabilities, with the exception of certain deductions for which a judgement of $1.75 million pesos was issued. Said judgement has been paid in installments.

On February 5, 2020, TMM On February 5, 2020, TMM started legal proceedings against a resolution that assessed several tax liabilities for alleged omissions regarding ISR and Value Added Tax (VAT) withholdings for residents abroad, corresponding to the 2014 financial year, this matter being evaluated.

Tax liabilities of IDN

On March 1, 2022, TMM started legal proceedings against a resolution that assessed several tax liabilities for alleged omissions regarding Value Added Tax (VAT), corresponding to the 2021 fiscal year. On May 4, 2022, a ruling issued by the Honorable Chamber Jointly Specialized in Online Trials and Environmental and Regulatory Material of the Federal Court of Administrative Justice, which determined the origin of the balance in favor of VAT in amount of $21 million pesos.

Motions for Annulment of Various Tax Provisions

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

Other Legal Proceedings

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

In considering whether accrual of a loss contingency is necessary in connection with legal claims outstanding that could, both individually or in the aggregate, have a material effect on the financial condition or operating results of the Company, the Company evaluates the requirements of paragraph 14 of IAS 37 to determine whether the Company has a present obligation (legal or constructive), whether it is probable that an outflow of resources will be required in order to settle the obligation, and whether the amount of the obligation can be reliably estimated. Based on management’s review and analysis of the legal claims outstanding for the fiscal year ended December 31, 2023, the Company concluded that it did not have a present obligation in respect of any legal claims outstanding other than the mutual claims described above.

Operations with Related Parties

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

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

The Company has significant transactions and relationships with related parties. The Company maintains documentation which confirms that the terms of these transactions were conducted in 2022 similarly to transactions between unrelated parties. The Company and its subsidiaries are in the process of compiling similar documentation for 2023.

Other Legislation

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

A.8 Dividends

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

B.  Significant Changes

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

ITEM 9. THE OFFER AND LISTING

A.  Offer and Listing Details

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

B.  Plan of Distribution

Not applicable.

C.  Markets

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

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

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Our Shares continue to trade in Mexico on the Mexican Stock Exchange under the ticker symbol TMMA. In the United States, our ADSs, each representing five CPOs, trade on the OTC market under the ticker symbol GTMAY following their delisting from the NYSE on June 12, 2012. Our ADSs continue to be registered under the U.S. Securities Exchange Act of 1934 and are issued and exchanged in New York by The Bank of New York Mellon, which replaced Citibank, N.A. as depositary on December 18, 2009. As of March 31, 2024, of the 174,553,127 outstanding Shares, 15,361,745 were held in the form of ADSs.

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

Limitations Affecting ADS Holders and CPO Holders

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

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

Share Repurchase Program

On December 14, 2007, the Company announced that its Board of Directors had given its approval to constitute a reserve fund to repurchase Shares during their meeting held in November of that year. The Share repurchase program was also approved by the Company’s shareholders at a shareholders’ meeting. The program was approved for an amount of up to US$10 million (approximately $193.6 million). The Company has repurchased 1,577,700 Shares under the program since its approval in 2007.

D.  Selling Shareholders

Not applicable.

E.  Dilution

Not applicable.

F.  Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.  Share Capital

Not applicable.

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B.  Memorandum and Articles of Association

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

Organization and Register

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

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

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

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

Board of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

General Director

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

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

Audit and Corporate Practices Committee

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

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

Capital Stock

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

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

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

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Registration and Transfer

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

Shareholders’ Meetings

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

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

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

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

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

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

Limitation on Share Ownership

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

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

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

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

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

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

Acquisition of Share Capital

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

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

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Rights

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

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

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

2.       Applicable to Shareholders

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

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

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

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

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

Limitation of Officers’ and Directors’ Liability

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

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

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

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

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

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

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

Liquidation Rights

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

Dividends

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

Certain Voting Rights

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

Preemptive and Other Rights

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

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C.  Material Contracts

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

D.  Exchange Controls

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

E.  Taxation

United States Federal Income and Mexican Federal Taxation

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

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

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

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

General

For purposes of this summary, a “U.S. holder” means a beneficial owner of ADSs, who is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state therein or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of source, or (iv) a trust, if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in place to be treated as a United States trust. A “non-U.S. holder” is any holder other than a U.S. holder. The tax treatment of persons who hold their ADSs through a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) generally will depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding ADSs should consult their tax advisors.

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

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

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

Certain Mexican Federal Tax Consequences

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

Dividends - Dividends distributed from net taxable profits generated after or during 2014, either in cash or in any other form, paid with respect to the Shares underlying the CPOs represented by our ADSs generally will not be subject to a 10% Mexican withholding tax. Our ADSs are not subject to Mexican withholding tax if such dividends were distributed from the net taxable profits generated before 2014.

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

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

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

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

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

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Certain United States Federal Income Tax Consequences

U.S. Holders

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

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

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

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

Distributions - Distributions with respect to our ADSs that are paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in the gross income of a U.S. holder as dividend income when the distributions are received by CPO trustee, and, in general, will not be eligible for the dividends received deduction otherwise allowable to U.S. holders that are corporations. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a nontaxable return of the U.S. holder’s adjusted tax basis in its ADSs to the extent of such tax basis, and then as gain from the sale or exchange of a capital asset.

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

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

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

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

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

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

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

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

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

We believe that we were not a PFIC for United States federal income tax purposes. However, because PFIC status depends upon the composition of our income and assets and the market value of our assets from time to time (including certain equity investments of less than 25%) and because the characterization of certain income and assets is uncertain under the PFIC rules, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held ADSs, certain adverse consequences could apply to such U.S. holder.

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In general, if we were treated as a PFIC for any taxable year, gain recognized by a U.S. holder on the sale or other disposition of ADSs would be allocated ratably over the U.S. holder’s holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such amounts. Further, generally, to the extent any distribution during a taxable year to a U.S. holder in respect of ADSs exceeds 125% of the average of the annual distributions in respect of such ADSs received by such U.S. holder during the preceding three taxable years; such “excess distribution” would be subject to taxation as described in the preceding sentence. Certain elections may be available to mitigate the adverse consequences resulting from PFIC status.

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

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

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

Non-U.S. Holders

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

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

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

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F. Dividends and Paying Agents

Not applicable.

G.  Statements by Experts

Not applicable.

H.  Documents On Display

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

I.  Subsidiary Information

Not applicable.

J.  Annual Report to Security Holders

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information includes “forward-looking statements” that involve risk and uncertainties. Actual results could differ from those presented. All information below is presented under IFRS as of December 31, 2023, in pesos.

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

Foreign Currency Risk

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

The Company’s income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar. Given that a large proportion of the Company’s revenues are denominated in U.S. dollars, the Company has sought to reduce its exposure to foreign currency risk by holding a portion of its debt in U.S. dollars. Currently, approximately 24.2% of the Company’s indebtedness is denominated in U.S. dollars.

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

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At December 31, 2023 and 2022, the Company had monetary assets and liabilities denominated in currencies other than the Mexican Peso as follows:

	December 31
	(in thousand Pesos)
	2023			2022
Assets	$	394,568		$	662,533
Liabilities		(429,188	)		(559,742	)
	$	(34,620	)	$	102,791

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

Interest Rate Risk

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

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

	Breakdown of Fixed and Variable Rates of Financial Obligations(1)(2)
	Expected Maturity
	2024			2025			2026			2027			Thereafter			Total			Fair Value
Long term Liabilities
Fixed Rate	$	262.7		$	29.6		$	24.6		$	7.7		$	50.9		$	375.5		$	375.5
Average Interest Rate		13.59	%		11.75	%		11.89	%		11.27	%		11.17	%		12.95	%			**
Variable Rate	$	3.2		$	—		$	—		$	—		$	—		$	3.2		$	3.2
Average Interest Rate		16.37	%		—			—			—			—			16.37	%			**

(1) Information as of December 31, 2023.

(2) Considers debt obligations and liabilities associated with our long-term operating leases.

** Not applicable

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

Commodity Price Risk

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

Inflation Rate Risk

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

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Derivative Instruments

As of December 31, 2023, the Company was not holding any derivative instruments for hedging purposes.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

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

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

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Fees payable by the depositary

The depositary has agreed to reimburse us for expenses we incur in connection with the establishment of the ADS facility, including legal fees, fees due to the previous depositary, investor relations expenses and other facility-related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. The depositary has also agreed to pay its standard out-of-pocket administrative, maintenance and shareholder services expenses for the ADSs. Such expenses include the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile and telephone calls, and certain investor relationship programs or special investor relations promotional services. We did not receive any reimbursements from the depositary during the years ended December 31, 2021, 2022 and 2023, respectively.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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

See Item 4. “Information on the Company - History and Development of the Company.”

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023, or the Evaluation Date. Based on such evaluation, we and those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective due to a material weaknesses in our internal control over financial reporting related to lack of sufficient internal accounting personnel and segregation of duties.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023, due to ineffective controls over period end financial reporting, which is considered as a “material weakness.”

As defined in Regulation 12b-2 under the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We have begun the process of reinforcing internal accounting personnel, best segregation of duties as well as training and development to our staff as main topics for our remediation plan.  This plan also considers implementing internal policies and procedures related to internal control over financial reporting and hiring additional accounting and financial staff with appropriate public company experience and technical accounting knowledge Further, we expect to take a number of measures to address the material weaknesses that have been identified including establishing effective monitoring and oversight controls.

(c) Attestation Report of the Registered Public Accounting Firm

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

86

(d) Changes in Internal Control over Financial Reporting

Except as described above, during the year ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of Grupo TMM maintains an Audit and Corporate Practices Committee which is comprised of three independent directors, each of whom has significant experience in analyzing and evaluating financial reports and an understanding of internal controls and procedures for financial reporting. On April 29, 2024, the General Assembly of Shareholders appointed as independent director Mr. Francisco Javier García-Sabaté Palazuelos, who is considered a financial expert in accordance with the standards described in Section 407 of the Sarbanes Oxley Act of 2002.

ITEM 16B. CODE OF ETHICS

Grupo TMM has adopted a code of ethical conduct entitled, “Code of Ethics,” covering all its officers, including its principal executive officer, principal financial officer and principal accounting officer, and all of its employees. We will provide a copy of the Company’s Code of Ethics free of charge upon written request sent to Grupo TMM, Paseo de la Reforma No. 296, P.19. Colonia Juárez, 06600, Alcaldía Cuauhtémoc, México City, México, Attn: Human Resources.

We have not granted any waivers to any provision of our Code of Ethics to any officer, employee or member of the Audit or Corporate Practices Committee during the Company’s fiscal year ended December 31, 2023.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table reflects our principal accounting fees and services for the years 2023 and 2022:

GRUPO TMM, S. A. B.

Summary of Auditors’ Payments

(In thousands of Pesos)

	As of December 31,
	2023		2022
Audit Fees(a)	$	6,404.5	$	6,357.0
Audit-Related Fees(b)		—		—
Tax Fees(c)		96.3		90.0
All Other Fees(d)		—		—
Total(e)	$	6,500.8	$	6,447.0

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

(b) “Audit-Related Fees” means the aggregate fees billed for professional services rendered by our independent registered public accountant that are related to the performance of the audit or review of the our financial statements and are not reported under “Audit Fees.”

(c) “Tax Fees” means the aggregate fees billed for the professional services rendered for tax compliance, tax advice, and tax planning.

(d) “All Other Fees” means the aggregate fees billed for services provided by our independent registered public accountant, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

(e) “Total” does not include Mexican tax (“Impuesto al Valor Agregado” or “IVA”).

The Company’s Audit Committee pre-approves all fees for the services provided by the independent auditors, including the fees for 2022 and 2023 in accordance with the Company’s policies and procedures.

87

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

Not applicable.

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

None.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

Considered in Code of Ethics. Please remit to Item 16.B.

ITEM 16K. CYBERSECURITY

Risk Management and Strategy

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

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

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

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

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

88

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

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

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

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

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

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

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

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

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

Governance

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

89

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

Our CIO has extensive experience leading technology, communications, and cybersecurity teams. Notably, he developed the perimeter security strategy for Mexico’s state-owned electric utility company, Comisión Federal de Electricidad (“CFE”), while serving as CIO from 2013 to 2016. Subsequently, he safeguarded CFEnergía and CFE International trading systems from cyber threats. Collaborating with our cloud service providers ensures Grupo TMM benefits from cutting-edge security technologies and practices.

Our IT team notifies the CIO of cybersecurity threats to Grupo TMM’s systems. High-priority incidents prompt the CIO to report to our Chief Executive Officer, Chief Financial Officer, and Board of Directors during quarterly meetings. We proactively aim to prevent incidents in Grupo TMM’s systems by observing and learning from incidents in other companies.

Internally, regular employee training, incident response planning, and continuous cybersecurity risk monitoring foster a robust security culture. This direction not only protects cloud data but also strengthens trust and confidence among employees and stakeholders.

Information and training are fundamental in maintaining secure operations. By combining robust risk management from leading cloud providers with comprehensive governance, Grupo TMM maintains a strong cybersecurity posture, protecting systems and information effectively.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable

90

ITEM 18. FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual Report on Form 20-F.

Contents	Page
Report of Independent Registered Public Accounting Firm (PCAOB Number 1245)	F-1
Consolidated Statements of Financial Position	F-3
Consolidated Statements of Profit or Loss	F-4
Consolidated Statements of Comprehensive (Loss) Income	F-5
Consolidated Statements of Changes in Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-8

91

ITEM 19. EXHIBITS

Documents filed as exhibits to this Annual Report:

Exhibit No.	Exhibit
1.1	Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on January 15, 2010, together with an English translation (incorporated herein by reference to Exhibit 1.1 of the Company’s Form 20-F filed on June 30, 2010).
2.1**	Specimen Ordinary Participation Certificate, together with an English translation (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1 - Registration No. 33-47334).
2.2	Form of Amended and Restated Deposit Agreement (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary and all owners and holders of American Depositary Shares (incorporated by reference to Exhibit 1 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
2.3	Trust Agreement, dated November 24, 1989 (the “CPO Trust Agreement”), between Nacional Financiera, S.N.C., as grantor, and as CPO Trustee, together with an English translation (incorporated herein by reference to Exhibit 2 of the Company’s Registration Statement on Form F-6 - Registration No. 333-163562).
2.4**	Public Deed, dated January 28, 1992, together with an English translation (incorporated herein by reference to Exhibit 4.5 of the Registration Statement on Form F-1 - Registration No. 33-47334).
2.5*	Description of securities registered under Section 12 of the Securities Exchange Act of 1934.
8.1*	List of Significant Subsidiaries.
12.1*	Section 302 Certification of Chief Executive Officer.
12.2*	Section 302 Certification of Chief Financial Officer.
13.1*	Section 906 Certification of Chief Executive Officer.
13.2*	Section 906 Certification of Chief Financial Officer.

* Filed herewith.

** This was a paper filing and is not available on the SEC website.

92

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		GRUPO TMM, S.A.B.
		By:	/s/ Verónica Tego Sánchez
			Verónica Tego Sánchez
			Chief Financial Officer
Date:	August 1, 2024

93

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

Grupo TMM, S.A.B. and Subsidiaries

December 31, 2023, and 2022

Contents

			Page
Report of independent registered public accounting firm			1 - 2
Consolidated statements of financial position			3
Consolidated statements of profit or loss			4
Consolidated statements of comprehensive income			5
Consolidated statements of changes in stockholders’ equity			6
Consolidated statements of cash flow			7
Notes to the consolidated financial statements			8
	1	Nature of operations	8
	2	General information and statement of compliance with IFRS	10
	3	Changes in accounting policies	12
	4	Summary of significant accounting policies	12
	5	Acquisitions and disposals	28
	6	Cash and cash equivalents	29
	7	Trade receivables	29
	8	Other accounts receivable	30
	9	Property and equipment	31
	10	Leases	33
	11	Intangible assets	36
	12	Impairment of long-lived assets	36
	13	Financial assets and liabilities	38
	14	Balances and transactions with related parties	42
	15	Accounts payable and accrued expenses	43
	16	Stockholders’ equity	44
	17	Revenues	46
	18	Other income (expenses)	47

19	Interest expense and other financial costs	47
20	Income tax and tax loss carryforwards	47
21	Segment reporting	49
22	Employee benefits	51
23	Earnings per share	55
24	Fair value measurement	55
25	Financial instruments risk	57
26	Capital management policies and procedures	61
27	Contingencies	62
28	Subsequent events to the reporting date	63
29	Authorization of the consolidated financial statements	63

Salles, Sainz – Grant Thornton, S.C.

Periférico Sur 4338

Col. Jardines del Pedregal

04500, Mexico City

www.grantthornton.mx

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Grupo TMM, S.A.B.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Grupo TMM, S.A.B. and subsidiaries (‘Grupo TMM’ or the ‘Company’) as of December 31, 2023 and 2022, the related consolidated statements of profit or loss, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023 and the related notes (collectively referred to as the ‘financial statements’). In our opinion, the financial statements present fairly, in all material respects, the financial position of Grupo TMM as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor we were engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

MEX-AUD-24-03749

Table of Contents 2

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going concern evaluation

As described in Note 2, as of December 31, 2023, Grupo TMM presents recurrent losses. Group Management currently continues to restructure its strategic business units, in order to generate profits and successfully improve its liquidity and leveraging indicators.

We identified going concern to be a critical audit matter. The principal considerations for our determination that going concern evaluation is a critical audit matter are i) the significant judgment made by Management when determining that its consolidated financial statements as at December 31, 2023 have been prepared under the assumption that it operates on a going concern basis and ii) the high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating Management’s significant assumptions related to going concern evaluation.

Our audit procedures included the following, among others: i) evaluate the historical and projected information on operating profit or loss financial structure, ii) analyze the business plan of the Company for the short, medium, and long-term, including the evaluation of the feasibility of its main projects, iii) analyzed the main financial ratios, key indexes and indicators of the industry in which the Company operates and iv) reconcile the projected financial information with other elements of the consolidated financial statements, such as future cash flows used for the determination of the evaluation of impairment of long-lived assets.

We have served as the Company’s auditor since 2005.

/s/ Sallez, Sainz – Grant Thornton, S.C.

Mexico City, Mexico

August 1, 2024

MEX-AUD-24-03749

Table of Contents	3
Grupo TMM, S.A.B. and Subsidiaries

Consolidated statements of financial position

As at December 31, 2023 and 2022

(Amounts in thousands of pesos, except number of shares)

	2023			2022
Assets
Current
Cash and cash equivalents (Note 6)	$	98,379		$	94,733
Restricted cash (Note 6)		1,665			2,059
Trade receivables, net (Note 7)		307,753			439,859
Other accounts receivable (Note 8)		214,091			337,095
Related parties (Note 14)		70,078			71,123
Materials and supplies		43,505			51,261
Prepayments		144,700			3,142
Assets classified as held for sale (Note 9)		-			272,500
Total current assets		880,171			1,271,772
Non-current
Other accounts receivable non-current (Note 8)		195,473			273,314
Property and equipment, net (Note 9)		1,826,132			1,490,771
Right-of-use assets, net (Note 10)		147,951			268,938
Intangible assets (Note 11)		160,116			157,453
Other non-current assets		56,987			39,136
Total non-current assets		2,386,659			2,229,612
Total assets	$	3,266,830		$	3,501,384
Liabilities
Short-term
Short-term portion of the financial debt (Note 13)	$	64,139		$	35,030
Short-term leases liabilities (Note 10)		67,143			68,929
Trade payables		350,653			437,382
Accounts payable and accrued expenses (Note 15)		340,744			503,874
Related parties (Note 14)		147,098			165,280
Total short-term liabilities		969,777			1,210,495
Long-term
Long-term portion of the financial debt (Note 13)		12,374			32,475
Long-term lease liabilities (Note 10)		100,436			218,146
Employee benefits (Note 22)		77,390			84,652
Deferred income tax (Note 20)		132,476			154,592
Total long-term liabilities		322,676			489,865
Total liabilities		1,292,453			1,700,360
Stockholders’ equity (Note 16):
Share capital		2,368,711			2,216,733
Treasury shares		(46,805	)		(46,805	)
Accumulated results		(1,081,934	)		(1,131,283	)
Other components of equity		705,851			729,092
Controlling interest		1,945,823			1,767,737
Non-controlling interest		28,554			33,287
Total stockholders’ equity		1,974,377			1,801,024
Total liabilities and stockholders’ equity	$	3,266,830		$	3,501,384

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

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Grupo TMM, S.A.B. and Subsidiaries

Consolidated statements of profit or loss

For the years ended December 31, 2023, 2022 and 2021

(Amounts in thousands of pesos, except per share amounts and number of shares)

	2023			2022			2021
Revenue from transportation (Note 17)	$	1,218,647		$	1,683,056		$	1,351,713
Costs and expenses:
Salaries, wages and employee benefits (Note 22)		274,954			285,316			253,135
Leases of properties and equipment (Note 10)		531,468			700,449			565,371
Operative and administrative services		217,596			345,215			292,423
Fuel, materials and supplies		81,827			194,029			147,461
Depreciation, amortization and loss from revaluation		125,122			99,519			117,202
Other costs and expenses		16,776			15,639			16,842
		1,247,743			1,640,167			1,392,434
Transportation (loss) profit		(29,096	)		42,889			(40,721	)
Other income (expenses) (Note 18)		65,787			(10,378	)		(169,343	)
Operating profit (loss)		36,691			32,511			(210,064	)
Comprehensive financing cost:
Interest income		2,049			533			266
Interest expense and other financial costs (Note 19)		(63,066	)		(61,563	)		(62,576	)
Exchange gain (loss), net		19,584			(169	)		3,177
		(41,433	)		(61,199	)		(59,133	)
Loss before taxes		(4,742	)		(28,688	)		(269,197	)
Income tax benefit (Note 20)		20,200			29,591			21,143
Net income (loss) for the year	$	15,458		$	903		$	(248,054	)
Attributable to:
Non-controlling interest		(4,733	)		(2,638	)		(5,482	)
Controlling interest		20,191			3,541			(242,572	)
	$	15,458		$	903		$	(248,054	)
Earning per share for the year (Note 23)
Income (loss) per share for the year	$	0.169		$	0.030		$	(2.031	)
Weighted average number of shares for the year		119,433,910			119,433,910			119,433,910

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

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Grupo TMM, S.A.B. and Subsidiaries

Consolidated statements of comprehensive income

For the years ended December 31, 2023, 2022 and 2021

(Amounts in thousands of pesos)

	2023			2022			2021
Net income (loss) for the year	$	15,458		$	903		$	(248,054	)
Other comprehensive income:
Items that will not be subsequently reclassified to profit or loss
Actuarial gains, net (Note 22)		8,453			31,121			33,691
Revaluation deficit (Note 24)		-			(58,231	)		(291,200	)
Income tax on other comprehensive income		(2,536	)		8,133			77,253
Total of other comprehensive income for the year		5,917			(18,977	)		(180,256	)
Comprehensive income (loss) for the year	$	21,375		$	(18,074	)	$	(428,310	)
Attributable to:
Non-controlling interest		(4,733	)		(2,638	)		(5,482	)
Controlling interest		26,108			(15,436	)		(422,828	)
	$	21,375		$	(18,074	)	$	(428,310	)

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

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Grupo TMM, S.A.B. and Subsidiaries

Consolidated statements of changes in stockholders’ equity

For the years ended December 31, 2023, 2022 and 2021

(Amounts in thousands of pesos, except number of shares)

	Number of										Other						Non			Total
	outstanding		Share		Treasury			Accumulated			components						controlling			stockholders’
	common shares		capital		shares			results			of equity			Subtotal			interest			equity
Balances as of December 31, 2020		102,182,841	$	2,216,733	$	(46,805	)	$	(963,602	)	$	999,675		$	2,206,001		$	41,407		$	2,247,408
Net loss for the year		-		-		-			(242,572	)		-			(242,572	)		(5,482	)		(248,054	)
Other comprehensive income		-		-		-			40,951			(221,207	)		(180,256	)		-			(180,256	)
Comprehensive loss for the year															(422,828	)		(5,482	)		(428,310	)
Balances as of December 31, 2021		102,182,841		2,216,733		(46,805	)		(1,165,223	)		778,468			1,783,173			35,925			1,819,098
Net income for the year		-		-		-			3,541			-			3,541			(2,638	)		903
Other comprehensive income		-		-		-			30,399			(49,376	)		(18,977	)		-			(18,977	)
Comprehensive loss for the year															(15,436	)		(2,638	)		(18,074	)
Balances as of December 31, 2022		102,182,841		2,216,733		(46,805	)		(1,131,283	)		729,092			1,767,737			33,287			1,801,024
Capital increase (Note 16)		72,370,286		151,978		-			-			-			151,978			-			151,978
Net income for the year		-		-		-			20,191			-			20,191			(4,733	)		15,458
Other comprehensive income		-		-		-			29,158			(23,241	)		5,917			-			5,917
Comprehensive income for the year															26,108			(4,733	)		21,375
Balances as of December 31, 2023		174,553,127	$	2,368,711	$	(46,805	)	$	(1,081,934	)	$	705,851		$	1,945,823		$	28,554		$	1,974,377

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

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Consolidated statements of cash flows

For the years ended December 31, 2023, 2022 and 2021

(Amounts in thousands of pesos)

	2023			2022			2021
Cash flows from operating activities:
Loss before taxes	$	(4,742	)	$	(28,688	)	$	(269,197	)
Adjustments to reconcile the profit with cash used in operating activities:
Depreciation, amortization and loss from revaluation		125,122			99,519			117,202
Other amortizations		8,736			7,277			199
Loss from the disposal of property and equipment, net		-			57,804			132,956
Gain from the sale of subsidiaries		(3,676	)		-			-
Interest expense		54,484			55,891			59,164
Interest income		(2,049	)		(533	)		(266	)
Unrealized exchange loss, net		5,267			1,479			4,531
Changes in assets and liabilities:
Restricted cash release		394			9,344			-
Trade receivables		132,106			(45,804	)		(256,724	)
Other accounts receivable and related parties		70,994			(19,171	)		60,081
Materials and supplies		7,756			11,273			(8,681	)
Prepayments		(28,844	)		3,507			25,816
Other non-current assets		(20,514	)		7,698			(21,550	)
Accounts payable and accrued expenses		(248,790	)		34,183			129,454
Employee benefits		(7,262	)		(17,723	)		(51,108	)
Total adjustments		93,724			204,744			191,074
Cash from (used in) operating activities		88,982			176,056			(78,123	)
Cash from investing activities
Proceeds from sale of property, vessels and equipment		-			8,853			96,736
Acquisition of property and equipment		(131,345	)		(25,231	)		(75,468	)
Sale of subsidiaries, net		10,000			-			-
Interest received		2,049			533			266
Cash (used in) from investing activities		(119,296	)		(15,845	)		21,534
Cash flow from financing activities
Restricted cash release		-			36,800			-
Capital increase		151,978			-			-
Increase of debt		28,068			4,300			46,133
Payments (increase) of debt related parties		(18,584	)		3,550			46,215
Payments of debt		(24,027	)		(35,504	)		(29,781	)
Lease payments		(78,437	)		(97,807	)		(52,250	)
Interest paid		(8,360	)		(8,571	)		(9,487	)
Cash from (used in) financing activities		50,638			(97,232	)		830
Exchange effect on cash		(16,678	)		(7,813	)		(9,984	)
Increase (decrease) in cash and cash equivalents		3,646			55,166			(65,743	)
Cash and cash equivalents, beginning of year		94,733			39,567			105,310
Cash and cash equivalents, end of year	$	98,379		$	94,733		$	39,567
Supplementary information:
Income tax paid	$	4,452		$	3,173		$	7,015

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

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Notes to the consolidated financial statements

December 31, 2023 and 2022

(Amounts in thousands of pesos, except number of shares and where otherwise indicated)

1 Nature of operations

Principal activity

Grupo TMM, S.A.B. (‘Grupo TMM’ or the ‘Company’) is a Mexican company whose principal activity is providing multimodal transport and logistics services to premium customers throughout Mexico.

The Company’s activities are grouped into the following service divisions:

• Specialized Maritime: includes specialized offshore shipping services, clean oil, and chemical products shipping, bulk carrier, shipping agency services and other activities related to the maritime transportation business.

• Maritime infrastructure: correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard).

• Logistics, ports and terminals: includes the operations of logistics solutions services and container and railcar maintenance and repair services, inland and seaport terminal services.

• Warehousing: includes bonded warehouse operations and management.

Labor reform on holidays

On December 27, 2022, the Decree reforming articles 76 and 78 of the Federal Labor Law regarding vacations was published in the Official Gazette of the Federation, which is effective on January 1, 2023. The main change derived from this reform is to extend the vacation periods for employees by increasing the minimum period by 6 additional days, and to adjust the mechanics of subsequent annual increases.

The effect of the aforementioned modification was not significant for the financial position and results of the Company.

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Structure of Grupo TMM

At December 31, 2023 and 2022, Grupo TMM holds the percentage of equity interest in various subsidiaries, the most significant are as follows:

	% of ownership
	2023			2022
Specialized maritime
Transportación Marítima Mexicana, S.A. de C.V.		100	%		100	%
Administradora Marítima TMM, S.A.P.I. de C.V.		100	%		100	%
TMM Parcel Tankers, S.A. de C.V.		100	%		100	%
Maritime infrastructure
Inmobiliaria Dos Naciones, S. de R.L. de C.V.		100	%		100	%
Warehousing
Almacenadora de Depósito Moderno, S.A. de C.V. (Almacén General de Depósito)		100	%		100	%
Saricogui Logística, S.A.P.I. de C.V.		100	%		-
TMM Almacenadora, S.A.P.I. de C.V.		-			100	%
Logistics, ports and terminals
TMM Logistics, S.A. de C.V.		100	%		100	%
Autotransportación y Distribución Logística, S.A. de C.V.		100	%		100	%
Prestadora de Servicios MTR, S.A. de C.V.		100	%		100	%
Bimonte, S.A. de C.V.		100	%		100	%
Caoba Energía, S. de R.L. de C.V.		100	%		100	%
Services & Solutions Optimus, S. de R.L de C.V.		100	%		100	%
Servicios Tecnológicos ST, S.A. de C.V.		-			100	%
Servicios Administrativos API Acapulco, S.A. de C.V.		51	%		51	%
Administración Portuaria Integral de Acapulco, S.A. de C.V.		51	%		51	%
Payroll outsourcing
Mexschiff Operación de Personal, S.A.P.I. de C.V.		100	%		100	%
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.		100	%		100	%
Perhafen Services Marítimos, S.A.P.I. de C.V.		100	%		100	%
TMM Dirección Corporativa, S.A.P.I. de C.V.		100	%		100	%
Perjomar Operadora, S.A.P.I. de C.V.		100	%		100	%
Property leasing
Inmobiliaria TMM, S.A. de C.V.		100	%		100	%

The Company’s subsidiaries are incorporated in Mexico, where most of their activities take place.

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Non-controlling interest in subsidiaries

Grupo TMM holds an equity interest in the subsidiaries Administración Portuaria Integral de Acapulco, S.A. de C.V. (API Acapulco) and Servicios Administrativos API Acapulco, S.A. de C.V., for which there is non-controlling interest; the associated effect on the Company’s consolidated financial statements is considered immaterial. These companies are established and conduct their activities in Mexico, as of December 31, 2023 and 2022, these companies no longer have operations since the concession to operate API Acapulco was not renewed.

Investments in associates

The Company maintains investments in the following associates:

(a) In July 2014, Grupo TMM contributed $40,000 to the capital stock of Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V., which represents 21% of the voting shares. Since this entity has not started up operations as of the issue date of the consolidated financial statements, Company Management decided to reserve the investment in its entirety.

(b) The Company lost control of its Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (Marítima del Golfo) before TMM División Marítima, S.A. de C.V. in 2017, retaining 15% equity in its capital without exerting significant influence. Accordingly, this investment has been classified as an investment in associate. As of December 31, 2023, and 2022, the value of this investment is nil, since the stockholders’ equity of Marítima del Golfo is negative. Moreover, in accordance with the statutes of Marítima del Golfo, the stockholders only assume obligation in connection with their equity up to the amount thereof.

2 General information and statement of compliance with IFRS

Grupo TMM’s head office is located at Lago Alberto No. 442, P.5,503-A. Col. Anáhuac, C.P. 11320, Mexico City. In addition, a significant portion of its maritime division activities is conducted at Calle 55 N° 2 Col. Electricistas, C.P. 24120, Ciudad del Carmen, Campeche.

Grupo TMM’s shares are listed on the Mexican Stock Exchange, where they trade under the symbol TMM A.  In the United States, Grupo TMM’s shares trade on the “Over-the-Counter” (‘OTC’) market in the form of American Depositary Shares (‘ADSs’) under the symbol GTMAY.

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting Standards (‘IFRS’), as issued by the International Accounting Standards Board (‘IASB’), and these are presented in thousands of Mexican pesos. Moreover, they have been prepared under the assumption that the Group operates on a going concern basis, which assumes that the Group may liquidate its liabilities on the dates they become due and payable. To confirm the validity of the use of the going concern assumption, the Company has considered the following specific factors.

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Grupo TMM’s strategy focuses on strengthening businesses related to the maritime sector:

• Through the continuation of the 5 current Mud Vessels contracts, whose main activity is to provide the services of generation, conditioning, recovery and transportation of drilling fluids, which are used during the operations of drilling, repair and completion of oil wells, contributing significantly to the crude oil production activity in Offshore operations services; It is also intended to increase the customer base in maritime agency, seek efficiencies in costs and expenses in the chemical tanker segment and consolidate fuel trading operations.

• Increasing the installed capacity of its maritime infrastructure operations (shipyard in Tampico) through the addition of  new floating dry-dock starting as of the third quarter of 2024, which will allow the Company to integrate up to 94% of the potential market of offshore vessels operating in the Gulf of Mexico; in the medium term, it is planned to have an additional floating dry-dock with greater capacity that will allow servicing larger vessels and the construction of naval devices.

• Through maintaining efficient and profitable operations in Terminals, Logistics and Warehousing businesses.

• Permanent cost and expense efficiencies, seeking improvements in our operations.

• Diversification and expansion of services through strategic alliances or associations, while developing the markets in which we participate.

• Business development: taking advantage of our assets strategically located in Tuxpan, Veracruz and of the existing investment opportunities in the oil and gas storage as well as in the general cargo segments, to develop state of the art liquid and multipurpose terminals equipped with modern equipment, for the handling and storage of high quality, fast and safe goods of, among others, lubricants, fertilizers, and grains.

• Optimization of the size of personnel in accordance with the implementation of the plans described above, which will allow the financial strengthening and implementation of its short- and medium-term projects.

Based on these factors, Management reasonably expects that the Group has and will have appropriate resources to continue with its operating existence in the foreseeable future.

The Company has decided to present in its consolidated statements of income a subtotal of ‘Operating income’ which reconciles with the ‘Net profit for the year’ considering the items of ‘Comprehensive financing cost’ and ‘Income tax expense’; with regard to the subtotal of ‘Transportation loss’, the latter reconciles with the ‘Operating income’ considering the item ‘Other (expenses) income’.

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3 Changes in accounting policies

New Standards adopted as of January 1, 2023

Some accounting pronouncements which have become effective from 1 January 2023 are:

• IFRS 17 ‘Insurance Contracts’

• Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4)

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

• Definition of Accounting Estimates (Amendments to IAS 8)

• International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)

These amendments do not have a significant impact on these consolidated financial statements and therefore the disclosures have not been made.

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company

At the date of authorization of these consolidated financial statements, several new, but not yet effective standards and amendments, none of which have been adopted in advance by Grupo TMM.

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

• Non-current Liabilities with Covenants (Amendments to IAS 1)

• Lack of Exchangeability (Amendments to IAS 21

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore the disclosures have not been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.

4 Summary of significant accounting policies

The most significant accounting policies are summarized as follows:

4.1 Basis of preparation

The Company’s financial statements have been prepared on an accrual basis and under the historical cost convention except for the revaluation of properties. Monetary amounts are expressed in Mexican pesos and are rounded to the nearest thousands, except for earnings per share.

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4.2 Basis of consolidation

The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. Grupo TMM controls a subsidiary when it is exposed, or has rights, to variable returns resulting from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have the reporting date of “December 31”, for all years reported.

The balances and transactions among subsidiaries have been eliminated for the purposes of consolidation, including balances and unrealized gains on transactions between Grupo TMM’s companies. Unrealized losses on the sale of assets among the Company are eliminated in the consolidation and the asset involved is also reviewed for impairment from a group perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Non-controlling interest, presented as part of the stockholders’ equity, represents the portion of the subsidiary’s profit or loss and net assets that are not held by Grupo TMM. The Company attributes the total comprehensive income or loss of the subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.

Associates and joint ventures

Associates are all entities over which Grupo TMM has significant influence but not control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement having rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted by the equity method and are initially recognized at their acquisition cost.

The carrying amount of investments in associates and joint ventures is increased or decreased to recognize Grupo TMM’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Company.

Unrealized gains on transactions between Grupo TMM and its associates and joint ventures are eliminated to the extent of the Company’s interest on those entities. When unrealized losses are eliminated, the asset involved is also tested for impairment.

4.3 Business combinations

Grupo TMM applies the acquisition method to accounting for business combinations. The consideration transferred by Grupo TMM to obtain control of a subsidiary is calculated as the sum of the fair values on the acquisition-date of the assets transferred, liabilities incurred, and the equity interests issued by Grupo TMM, which includes, accordingly, the fair value of any asset or liability that arises from the contingent consideration arrangement. Acquisition costs are expensed as incurred.

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Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were recognized in acquirer’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.

Goodwill is stated after the individual recognition of identifiable intangible assets. It is calculated as the excess of the sum of: a) the fair value of the consideration transferred, b) the amount recognized for any non-controlling interest in the entity acquired, and c) the fair value on the acquisition date of any equity interest in the acquire, over the acquisition-date the fair values of the identifiable net assets. If the fair values of the identifiable net assets exceed the sum calculated above, this excess amount (e.g. gain on a bargain purchase) is immediately recognized in profit or loss.

4.4 Climate-related issues

Risks arising from climate change issues may have future adverse effects on the Group Company’s business. These risks include transition risks (e.g., regulatory changes and reputational risks) and physical risks (even if the risk of physical damage is low due to the Company’s activities and geographic location).

The Company is currently in the process of identifying significant risks generated by climate change that could adversely and materially affect its financial statements, Management continually evaluates the impact of climate-related issues.

Assumptions could change in response to future environmental regulations, new commitments and changes in customer demand, particularly from PEMEX. If these changes are not anticipated, they could impact the Company’s future cash flows, results of operations and financial position.

4.5 Foreign currency translation

Functional and presentation currency

The consolidated financial statements are reported in Mexican pesos, which is also the functional currency of Grupo TMM.

Foreign currency balances and transactions

Foreign currency transactions are translated into the functional currency of the respective Company entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

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4.6 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other highly liquid and short-term investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in their value.

4.7 Materials and supplies

Materials and supplies, consisting mainly of fuel and items for the maintenance of property and equipment and repair of containers of the Logistics, ports and terminals business and are valued at average cost and acquisition value, respectively.

4.8 Prepayments

Represent prepayments for services that will be received in the future and are amortized in the period when those services are received.

4.9 Property and equipment

Properties

The properties (land and buildings) are measured at fair value, which are determined by external professional valuers every five years or before if the market factors indicate a significant change in the fair value. The last valuation of these assets was in December 2019.

The revaluation surplus (deficit) that is derived from the valuation of properties is recognized as part of ‘Other comprehensive income items’ and forms part of ‘other capital components’ in stockholders’ equity. A revaluation surplus is credited to income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in ‘Other comprehensive income items’ and in stockholders’ equity in the item of ‘Revaluation surplus’. Revaluation write-downs or impairment losses are recognized in ‘Other comprehensive income items’ up to the amount previously recognized on that asset in stockholders’ equity in the item of ‘Revaluation surplus’.

Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders’ equity at the time of disposing of the asset that gave rise thereto is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders’ equity may not be distributed to stockholders.

The depreciation of properties is recognized using the straight-line method to write down its carrying value less its estimated residual value. As no finite useful life for land can be determined, the related carrying amounts are not depreciated.

Equipment

Equipment is stated at construction or acquisition cost, including any cost directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by Grupo TMM’s Management. Depreciation of equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value.

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Recurring maintenance and repair expenditures are charged to operating expenses as incurred. Major repairs to are capitalized and amortized over the period in which benefits are expected to be received. The material residual values and the estimated useful life are adjusted as necessary, at least once a year.

Gains or losses from the disposal of property and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of ‘Other income (expenses)’, accordingly (see Note 18).

Construction in progress

Disbursements attributable to construction of assets that are identifiable and may be controlled by the Company are recognized as assets when they meet the following conditions:

● it is technically possible to complete the construction of the asset so that it can be available to be used;

● management has the intent of completing the asset to use it;

● it can be proven that the asset will generate economic benefits in the future;

● adequate technical, financial or another type of resources are available to complete the asset; and

● the disbursement attributable to the asset during its construction can be determined reliably.

4.10 Leased assets

The Company as lessee

The Company makes the use of leasing arrangements principally of warehouse, courtyards, corporate building and cranes. The rental contracts for facilities are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for cranes have lease terms of between 1 and 2 years without any extension terms. The Company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions.

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Some lease contracts contain both lease and non-lease components. These non-lease components are usually associated with facilities management services. The Company has elected to separate their lease and non-lease components based on their relative stand-alone prices.

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Measurement and recognition of leases as a lessee

At lease commencement date, the Company recognizes a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability.

The Company depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Company’s incremental borrowing rate on the date of the revaluation when the implicit lease rate cannot be easily determined.

Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term. The revised lease payments are discounted using the Company’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset.

Payments under leases can also change when change through an index or a rate used to determine those payments. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

The Company as lessor

As a lessor the Company classifies its leases as either operating or finance leases.

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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

4.11 Intangible assets

Recognition of intangible assets

Software

Software licenses acquired are capitalized on the basis of costs incurred to acquire and install the specific software.

Trademark

The trademark acquired in a business combination that qualifies for separate recognition is considered an intangible asset and is recorded at its fair value.

Subsequent measuring

All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life; therefore, it is subject to impairment tests annually as described in Note 12.

The amortization is included in the consolidated statement of operations as part of the depreciation, amortization, and loss on revaluation item. Subsequent expenditures to preserve software and trademarks are expensed as incurred.

4.12 Impairment testing of long-lived assets

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

Trademark is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which management monitors the trademark.

Cash-generating units to which trademark has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognized for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows.

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The data used for impairment testing procedures are directly linked to the Grupo TMM’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

With the exception of the trademark, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

4.13 Non-current assets classified as held for sale

Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. Once classified as held for sale, the assets are not subject to depreciation or amortisation.

In the event of changes in the sale plans of assets classified as held for sale, the Company will present these assets in the non-current and they will be measured them at the lower of their carrying amount before the asset was classified as available for sale or at its recoverable amount on the date of the decision not to sell it.

4.14 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flow from a financial asset expire, or when the financial asset and all the substantial risks and benefits have been transferred. A financial liability is derecognized as extinguished, discharged, canceled, or expired.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value, adjusted by transaction costs (where applicable).

Financial assets are classified into the following categories:

● amortized cost

● fair value through profit or loss (FVTPL)

● fair value through other comprehensive income (FVOCI).

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In the periods presented the Company does not have any financial assets categorized as FVTPL or FVOCI.

The classification is determined by both:

● the Company’s business model for managing the financial asset; and

● the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial costs and income; except for impairment of trade receivables which is presented in the heading of ‘Other costs and expenses’.

Subsequent measurement of financial assets

Financial assets at amortized cost

Financial assets are measured at amortized cost if the assets meet the following conditions:

● they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

● the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortized cost using the effective interest method. The financial assets of the Company are not discounted since it is not material. The Company’s cash and cash equivalents, trade receivables and part of the other accounts receivable fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15, other accounts receivables and accounts receivable from related parties.

Recognition of credit losses considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Grupo TMM makes use of a simplified approach in accounting for trade and other accounts receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.

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The Company assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics, they have been grouped based on the days past due. Refer to Note 25, for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Classification and measurement of financial liabilities

The Company’s financial liabilities include borrowings, trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

All interest-related charges are included within finance costs or finance income.

4.15 Provisions, contingent liabilities and contingent assets

Provisions are recognized when the present obligations resulting from a past event will probably lead to an outflow of the Company economic resources and the amounts can be reliably estimated. Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses.

Provisions are the estimated amounts required to be expended to settle the present obligation based on the most reliable evidence available at the date of the consolidated financial statements, including the risks and uncertainties associated with the present obligation. Provisions are discounted at their present value, where the time value of money is material.

All provisions are reviewed on the issuance of the financial statements and adjusted to reflect the current best estimate. When an outflow of economic resources for present obligations is not probable, this is not recognized as a liability, unless it was assumed in the course of a business combination. Such cases are disclosed as contingent liabilities unless the outflow of resources is remote.

Possible inflows of the Company’s economic benefits, which do not yet meet the criteria for recognition of an asset, are considered as contingent assets.

4.16 Taxes on earnings

Calculation of current income tax is based on tax rates and tax laws that have been enacted or substantially enacted to the reporting date of the consolidated financial statements.

Deferred income tax is determined using the liability method, based on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Determination of deferred income tax has considered tax rates that will be effective at the time of reversion of the temporary differences.

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The income tax expense in the statement of profit or loss includes the sum of the deferred tax, which has not been recognized in other comprehensive income or directly in stockholders’ equity, and the current income tax for the year.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 20).

This is assessed based on the Company’s forecast of future operating results, adjusted for significant items that are reconciled for the taxable income and the limits on the use of tax losses and other tax asset carryforwards.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

4.17 Statutory employee profit sharing (PTU for its acronym in Spanish)

The determination of PTU requires that a 10% rate be applied to the base calculated for that profit sharing, in accordance with the Income Tax Law. This amount determined must be allocated to each employee based on the provisions of The Federal Labor (LFT for its acronym in Spanish). However, the amount allocated to each employee may not exceed the greater between the equivalent of 3 months of the employee’s current salary or the average of PTU received by the employee in the previous three years.

4.18 Post-employment benefits and benefits for short-term employees

Post-employment benefits

Defined benefit plans

The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60, are expensed in the years in which the services are rendered (see Note 22).

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 22).

Under the defined benefits plan, the pension amount an employee will receive upon retirement is determined in reference to the time of service and salary determined for each case based on the plan. The legal obligation of the benefits lies with Grupo TMM, even if the plan’s assets to finance the defined benefits plan are separate. The plan’s assets may include assets specifically designated in a long-term benefit fund.

The liability recognized in the consolidated statement of financial position for the defined benefits plans is the present value of the defined benefits obligation (DBO) as of the reporting date less the fair value of the plan assets.

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Management estimates the DBO annually with the assistance of independent actuaries, based on the standard inflation rate, the salary growth rates, and the mortality rate. The discount factors are determined near the close of each year in reference to the high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturities similar to the terms of the corresponding pension liability.

The net cost for the defined benefits liability period is included in the item ‘Salaries, wages and employee benefits’ in the consolidated statements of profit or loss.

Indemnifications

Indemnifications that are not substitutive of retirement, paid to personnel who leave the company due to restructuring or any other reason, are charged to the operations for the period when incurred or provisions are created when there is a present obligation of these events, with a probability of an outflow of resources and this obligation can be reasonably estimated.

Short-term employee benefits

Short-term employee benefits, including vacation entitlement, are current liabilities included in ‘Accounts payable and accrued expenses’, measured at the amount Grupo TMM expects to pay as a result of time not taken; as these liabilities are short-term, they were not discounted as their effect is considered immaterial.

4.19 Stockholders’ equity

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common shares.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxes, from the proceeds. Incremental costs directly attributable to the issue of new shares or options are included in the cost of acquisition as part of the purchase consideration.

The accumulated results include the profit (loss) for the year and previous periods.

Other components of equity capital include:

● revaluation surplus, including gains and losses from the revaluation of properties;

● statutory reserve corresponds to the separation of earnings withheld for this reserve;

● additional paid-in capital is equivalent to the amount received in excess of the par value of the shares;

● translation result represents the cumulative effect of the change in functional currency in previous years; and

● actuarial gains and losses include experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually occurred); and the effects of changes in actuarial assumptions.

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4.20 Recognition of revenue, costs and expenses, and financing costs

Revenues

Company’s revenue arises mainly from services of maritime transportation, logistics and warehousing. To determine whether to recognize revenue, the Company follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognizing revenue when/as performance obligation(s) are satisfied.

The Company does not carry out transactions that involve different contracts and on which their characteristics must be combined in accordance with IFRS. Moreover, transactions are not usually carried out that involve different services as part of the same contract; therefore, the total price of the transaction for a contract in all cases is allocated to a single performance obligation, based on their relative independent sales prices. The transaction price for contracts does not consider variable payments, except for certain service payments that are not considered significant in connection with the total revenues of the Company, nor are payments in kind, nor amounts collected on behalf of third parties and nor contemplate a financing component.

All revenues are recognized over time, as the Company meets performance obligations by transferring the services promised to its customers.

When the Company meets a performance obligation before receiving the payment, the Company already recognizes either a contract asset or a receivable in its consolidated statement of financial position, depending upon if something else is required than only passage of time before the consideration becomes due. The Company generally does not receive payments in advance in connection with performance obligations; therefore, contractual liabilities are not required to be recognized.

In obtaining these contracts, the Company incurs immaterial incremental costs. Since the amortization period of these costs would be less than one year, if capitalized, and also that those costs are immaterial, the Company makes use of the practical expedient in IFRS 15.94 and expenses them as they incur.

Offshore vessels and “loderos”

These revenues derive from the transport of materials, personnel, equipment and spare parts, positioning and handling of anchors of marine platforms and barges, support for inspection and underwater exploration with specialized vessels, protection services provided with ships against fire, and administration and operation of ships to third parties, as well as offshore and in-port fluid processing services, through Grupo TMM or third-party vessels, usually in periods of 1 year for ‘time charter’ contracts and 1 to 30 days, under the ‘SPOT’ mode, the rate is fixed and is established at the beginning of the contract based on market prices.

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The performance obligation is satisfied when the offshore services are provided and received by the customers, the revenues are recognized over time on a straight-line basis over the term of each contract. Since the costs required to provide service under these contracts do not vary significantly, such method best depicts the transfer of services.

Amounts that remain uncollected at the end of the reporting period are presented in the statement of financial position as contract assets as it takes more than just a passage of time for them to become due for payment. Grupo TMM generally does not receive advances in excess of the amount of obligations satisfied and therefore no balances of contract liabilities are incurred.

Parcel vessels and bulk carriers

These revenues are derived from the transportation of merchandise through the Company’s own shipments or third parties, usually in periods ranging between 7 and 30 days. The rate is fixed and it is set at the beginning of the contract, based on the space or capacity required by the customer. The performance obligation is met as the merchandise is transported from the point of origin to the destination. Revenues are recognized over time on a straight-line basis during the term of each contract. Given that the costs required for rendering the service under these contracts do not vary significantly, that method provides a reasonable representation of the services transferred. The bulk carrier business was concluded in the first quarter of 2023.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time elapsed in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, contract liability balances are not generated.

Maritime administration services

Until the month of August 2022, they correspond to revenues for services rendered for contracting, operating, and managing shipments, mainly offshore service providers. The rate for these services is determined by applying a 2.85% profit margin to the costs incurred by the Company for rendering services. This percentage is reviewed annually, and it can be increased under certain circumstances, but by applying it beginning the year subsequent to its modification, these services are considered a single performance obligation. Accordingly, the consideration is totally allocated; revenues are recognized over time as the related costs are incurred by applying the corresponding profit margin. The amounts are billed monthly, in accordance with these referred to above; therefore, neither asset balances nor contract liabilities are generally generated.

Ship repair services (shipyard) and containers

Correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard), as well as containers of shipping companies and others such as wharfage. The consideration for the services is fixed, and it is determined in the contract based on the work ordered, including materials and replacement parts, which must be realized in an estimated period for the work, which ranges from 2 days up to 60 days for ships, and from 1 day up to 6 days for containers. Wharfage depends on the considerations of the ship from 1 to 365 days, due to the high degree of interdependence among the various elements of these services. They are recorded in the accounting as a single performance obligation. These revenues are recognized over time in conformity with the completion of the services agreed upon.

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The Company measures its completion toward total compliance of the performance obligation by comparing real hours invested up to the date with the total estimated hours required to perform the repair or maintenance, including related costs. This base reasonably represents services transferred to each customer, by virtue of the ability of the Company to make reliable estimates based on its significant historical experience in rendering these services.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time passaged in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, liabilities balances are not generated.

Other services

The Company obtains revenues for other services such as suppliers, purchase and sale of hydrocarbons, agency, port formalities, among other things. Most of these services are considered single performance obligations in the terms of the respective contracts, and the consideration is entirely allocated to those performance obligations. Revenues are recognized over time, since customers receive and consume the benefits as the Company renders the services, that is, as the performance obligations are met. The Company does not generate asset balances or contract liabilities for most of these services. The Company acts as an agent for the specific case of agency and purchase and sale of hydrocarbons services and, therefore, it recognizes the revenues corresponding to the profit margin generated net of the costs incurred.

Costs and expenses

The costs and expenses for maritime, and also those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.

Financing income and costs

Interest income and expense are reported as accrued using the effective interest method and are reported as part of the comprehensive financing cost.

4.21 Information by segments

The Company has four operating segments: specialized maritime, maritime infrastructure, logistics ports and terminals and warehousing division. These operating segments are monitored by the Company’s Management, who is responsible for making strategic decisions, which are made based on adjusted operating segment results. In identifying its operating segments. Management follows Grupo TMM’s service lines, which represent the main services provided by the Company.

Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.

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The accounting policies Grupo TMM uses for segment reporting are the same as those used in its consolidated financial statements, with the exception that corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, this primarily applies to Grupo TMM’s corporate headquarters.

4.22 Significant management judgment in applying accounting policies and estimation uncertainty

When preparing the consolidated financial statements, Management considers a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Significant management judgment

The reporting judgments made by Management as to the application of the accounting policies of the Company that would have a material effect on the consolidated financial statements are described as follows:

Evaluation of control, significant influence, and joint control

Management evaluates the terms of voting power with respect to its investees, the power to govern, decisions, contractual and legal agreements, upon determining if there is control, significant influence, and joint control. Significant judgment is required by evaluating some of these characteristics that can be modified over time (see Note 4.2).

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is provided below; actual results may be substantially different.

Impairment of long-lived assets

On assessing impairment, Management determines the recoverable value of each asset or cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows.

The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of suitable discount rate.

Useful lives of depreciable assets

Management reviews the useful lives of the depreciable assets on each reporting date, based on the expected use of each asset. The uncertainty in these estimates is derived from the technical obsolescence that could change the expected use of equipment.

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Defined benefits obligation

Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 22).

Measures of fair value

Management uses valuation techniques to measure the fair value of its properties. This results in Management preparing estimates and assumptions based on market information and using observable data that could be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices obtained on operations at market value on the reporting date, as well as future results and the discount rate (see Note 24).

Leases – determination of the appropriate discount rate to measure lease liabilities

As noted above, the Company enters into leases with third-party landlords and as a consequence the rate implicit in the relevant lease is not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow over similar terms which requires estimations when no observable rates are available.

These rates are, where necessary, then adjusted to reflect the credit worthiness of the entity entering into the lease and the specific condition of the underlying leased asset.

Effect of estimation uncertainty:

The effect of a change in the incremental borrowing rate for leases entered into during the reporting period is shown in the table below:

Estimate	Change in estimate	Effect on right-of-use asset	Effect on lease liability
Incremental borrowing rate	1% increase in the rate	Reduction of $3,295	Reduction of $3,295

4.23 Correction of an immaterial error in the prior period financial statements

During 2023, the Company determined that the prior year financial statements had an error caused by an immaterial classification error of certain contract asset balances with related parties. As a result, certain prior year amounts have been revised for consistency with the current year presentation. The Company assessed the materiality of this change in presentation on prior period financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors). Based on this assessment, the Company concluded that these classification error corrections in its Statements of financial position are not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. The corrections had no impact on the fiscal year 2022 Statements of profit or loss, Statement of changes in stockholders’ equity or Statements of cash flows. Accordingly, the Company corrected the previously reported immaterial errors for the year ended December 31, 2022 in this Annual Report.

A summary of immaterial corrections reflecting the prior period impact to the Company’s Statements of financial position, for the year ended December 31, 2022 is shown below:

	2022		Correction			2022
Trade receivables	$	471,514	$	(31,655	)	$	439,859
Related parties		39,468		31,655			71,123
	$	510,982	$	-		$	510,982

5 Acquisitions and disposals

Disposal of subsidiaries

Year 2023

During 2023, two companies, TMM Almacenadora, S.A.P.I. de C.V. and Servicios Tecnológicos ST, S.A. de C.V., were sold for $10,000, generating a gain on sale of subsidiaries of $3,676 (See Note 18).

Years 2022 and 2021

During fiscal years 2022 and 2021 no subsidiaries were disposed of.

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Acquisition of subsidiaries

During 2023, 2022 and 2021 no company was acquired.

6 Cash and cash equivalents

Cash and cash equivalents as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Cash on hand	$	681	$	634
Cash at banks		88,231		74,554
Short-term investments (a)		9,467		19,545
	$	98,379	$	94,733

(a) Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.

Restricted cash

As of December 31, 2023 y 2022, restricted cash represents the reserve necessary for foreign trade activities used for the storage business of $1,665 and $2,059, respectively.

7 Trade receivables

Trade receivables as of December 31, 2023 and 2022, are summarized as follows:

	2023			2022
Maritime
Offshore vessels	$	180,827		$	166,703
Parcel tankers		10,697			12,604
Shipping agencies		1,786			26,904
Bulk Carrier		-			33,896
Maritime infrastructure
Shipyard		33,328			56,343
Ports, terminals and logistics
Port services		371			100
Repair of containers		6,971			9,970
Automotive services		1,291			795
Warehousing and other businesses
Warehousing		31,631			60,040
Other businesses		1,698			1,335
Total trade receivables		268,600			368,690
Contract assets		67,765			97,144
Allowance for doubtful accounts		(28,612	)		(25,975	)
	$	307,753		$	439,859

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All amounts are short-term. The net carrying value of trade accounts receivables is considered a reasonable approximation to fair value.

The activity in the allowance for doubtful accounts is presented below:

	2023			2022
Balance as of January 1	$	25,975		$	20,294
Impairment loss for the period		8,737			7,277
Receivables written off during the year		(6,100	)		(1,596	)
Balance as of December 31	$	28,612		$	25,975

Note 25 includes disclosures related to credit risk exposures and the analysis related to the allowance for expected credit losses. In 2023 and 2022 the impairment loss was calculated applying the expected credit loss model in accordance with IFRS 9.

8 Other accounts receivable

Other accounts receivable as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Current
Recoverable taxes	$	194,918	$	193,508
Services for port, maritime and other operations		-		112,714
Employees		4,540		4,549
Insurance claims		-		794
Others		14,633		25,530
		214,091		337,095
Non-current
Value added tax recoverable (a)		195,473		273,314
	$	409,564	$	610,409

(a) During the 2023 and 2022, the Value Added Tax (VAT) recovery processes have been prolonged by the tax authorities by extending the recovery periods.

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9 Property and equipment

Property and equipment as of December 31, 2023 and 2022 are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Disposals		Transfers and others				Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	53,579	$	-		$	-	$	(9,659	)		$	23,172	$	20,748		3
Shipyard		114		-			-		-				30		84		40
Major maintenance		14,582		23,301			-		(4,857	)			10,929		22,097		2.5
Buildings and facilities		103,815		-			-		404				3,186		101,033		20 y 25
Warehousing equipment		601		-			-		(392	)			177		32		10
Computer equipment		182		93			-		(22	)			102		151		3 y 4
Terminal equipment		20,996		-			-		-				2,133		18,863		10
Ground transportation equipment		3,132		2,096			-		-				898		4,330		4.5 y 10
Other equipment		10,101		128			-		23				1,538		8,714
		207,102		25,618			-		(14,503	)			42,165		176,052
Lands		1,147,174		-			-		272,500		(b)		-		1,419,674
Constructions in progress		136,495		105,727	(a)		-		(11,816	)			-		230,406
	$	1,490,771	$	131,345		$	-	$	246,181			$	42,165	$	1,826,132

	2022
	Net balances at beginning of year		Additions		Disposals			Transfers and others			Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	70,838	$	-	$	-		$	(4,099	)	$	13,160	$	53,579		3
Shipyard		149		-		-			-			35		114		40
Major maintenance		1,945		-		-			15,185			2,548		14,582		2.5
Buildings and facilities		116,714		425		-			(9,780	)		3,544		103,815		20 y 25
Warehousing equipment		387		290		-			(1	)		75		601		10
Computer equipment		277		49		-			(5	)		139		182		3 y 4
Terminal equipment		23,337		1		-			(2	)		2,340		20,996		10
Ground transportation equipment		2,564		1,321		-			-			753		3,132		4.5 y 10
Other equipment		8,434		3,620		-			(458	)		1,495		10,101
		224,645		5,706		-			840			24,089		207,102
Lands		1,199,550		-		61,973	(c)		9,597			-		1,147,174
Constructions in progress		116,743		19,525		-			227			-		136,495
	$	1,540,938	$	25,231	$	61,973		$	10,664		$	24,089	$	1,490,771

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All the amounts for depreciation and for loss from revaluation are included as part of the depreciation, amortization, and loss from revaluation on the consolidated statements of profit or loss.

The accumulated depreciation on property and equipment at December 31, 2023 and 2022 is $183,592 and $141,427, respectively.

(a) Consists mainly of the design and conversion projects for the Aurora Pearl and World Peridot mud vessels for $65,857 and $36,443, respectively. The start of operations of these vessels occurred at the end of the 1st quarter of 2024.

(b) Corresponds to the transfer of assets available for sale because the sale has not been completed. As of December 31, 2022, the asset held for sale corresponds to land located at Tuxpan Veracruz. During Q4 of 2023, the offer maintained by an independent third party was withdrawn due to changes in its strategic plan. In addition, Management decided not to continue with the plans to sell this asset, as a result, Management decided to classify the land again as PP&E.

(c) It consists of the retirement of 5 real properties in August de 2022, the real property named “El Montero” and 4 real properties classified as available-for-sale, pursuant to the accord and satisfaction contract with Fibra FUNO for the total payment of liabilities in benefit of Fibra FUNO in lease agreements. A total loss was incurred on the operation in the amount of $57,804. (See Note 10).

As of December 31, 2023 and 2022, no impairment indicators were identified in this asset class.

If the cost model had been used, the revalued carrying amounts for land and properties as of December 31, 2023 and 2022, would be as follows:

	2023		2022
Lands	$	847,745	$	653,640
Properties		198,736		126,675
	$	1,046,481	$	780,315

The revalued amounts include a revaluation surplus of $724,281 and $753,439 in 2023 and 2022, respectively, which is presented as “Other components of equity” and is not available for distribution to stockholders (see Note 16).

Fair value measurement

See Note 24 regarding the measuring of fair value for properties.

Guarantees

At the end of 2023 and 2022, there was one property guaranteeing  the bank loan with Banco Autofin México, S.A. Institución de Banca Múltiple. Likewise, as of December 31, 2023 and 2022, there was an RTG crane under guarantee with ‘PNC Bank, N.A.’ (see Note 13).

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10 Leases

Right-of-use assets

	2023
	Warehouse			Cranes		Courtyards			Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2023	$	245,741		$	4,977	$	79,779		$	22,135	$	-	$	352,632
Additions		62,630			-		-			-		-		62,630
Disposals		157,746	(a		-		23,215	(b		-		-		180,961
Balance at December 31 2023		150,625			4,977		56,564			22,135		-		234,301
Depreciation
Balance January 1 2023		57,263			2,073		9,140			15,218		-		83,694
Disposals		68,704	(a		-		9,673	(b		-		-		78,377
Depreciation		64,936			2,488		8,075			5,534		-		81,033
Balance December 31 2023		53,495			4,561		7,542			20,752		-		86,350
Carrying amount December 31 2023	$	97,130		$	416	$	49,022		$	1,383	$	-	$	147,951

	2022
	Warehouse			Cranes		Courtyards		Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2022	$	346,095		$	11,722	$	71,397	$	22,135	$	92,170		$	543,519
Additions		57,524			4,977		56,564		-		-			119,065
Disposals		157,878	(d		11,722		48,182		-		92,170	(c		309,952
Balance at December 31 2022		245,741			4,977		79,779		22,135		-			352,632
Depreciation
Balance January 1 2022		138,709			11,268		33,459		9,684		13,167			206,287
Disposals		129,255	(d		11,399		34,701		-		21,070	(c		196,425
Depreciation		47,809			2,204		10,382		5,534		7,903			73,832
Balance December 31 2022		57,263			2,073		9,140		15,218		-			83,694
Carrying amount December 31 2022	$	188,478		$	2,904	$	70,639	$	6,917	$	-		$	268,938

(a) In August 2023, Ademsa renegotiated the lease contract for the offices and warehouses in Azcapotzalco, signing a new contract for one year and two months. The net effect of this transaction (credit) in the amount of $20,227 is shown under other income (expenses).

(b) Corresponds to the cancellation of the lease contracts for the Manzanillo, Veracruz and Altamira yards of the M&R business.

(c) It corresponds to the cancellation of the lease agreement of Torre Latino y Cuspide in August, pursuant to the accord and satisfaction contract in payment of 5 real properties with Fibra FUNO (see Note 9a). Moreover, as part of the contract, Fibra FUNO accepts to liquidate the credit in benefit of Banco de Bajío in the amount of $22,000, which gave rise to a loss on the transaction in the amount of $57,804 (see Note 18).

(d) It corresponds to the cancellation of lease agreements for warehouses used for the storage business.

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As of December 31, 2023 and 2022, no impairment indicators were identified in this asset class.

Lease liabilities

As of December 31, 2023 and 2022, the information of lease liabilities is presented in the statement of financial position and is summarized below:

	Short-term		Long-term
2023
Payable in Mexican pesos
Warehouse	$	62,390	$	48,326
Cranes		681		-
Courtyards		2,463		52,110
Major vessel maintenance		1,609		-
	$	67,143	$	100,436

2022
Payable in Mexican pesos
Warehouse	$	52,581	$	150,091
Cranes		2,574		456
Courtyards		7,701		65,990
Major vessel maintenance		6,073		1,609
	$	68,929	$	218,146

Grupo TMM has warehouses for the storage service, cranes for the logistics services and a major vessel maintenance. With the exception of short-term leases and low-value underlying assets, each lease is reflected on the consolidated statement of financial position as a right-of-use asset and a lease liability.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company.

Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a further term.

Grupo TMM is prohibited from selling or pledging the underlying leased assets as guarantee. For leases over office buildings and warehouses, Grupo TMM must keep those properties in a good state of repair and return the properties. Further, Grupo TMM must insure items of leases assets and incur maintenance fees on such items in accordance with the lease contracts.

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The table below describes the nature of Grupo TMM’s leasing activities by type of right-of-use asset recognized in the consolidated statement of financial position:

Right-of-use asset	No. of right-of-use assets leased		Range of remaining term (years)		No. of leases with extension options		No. of leases with purchase option		No. of leases with variable payments linked to an index		No. of leases with termination options
Warehouse		7		2 – 9		2		-		7		-
Courtyards		1		2 – 9		1		-		1		-
Cranes		1		1		-		-		-		-
Floating dry-dock		1		1		-		-		-		-

Lease liabilities are guaranteed with related underlying assets. Future minimum lease payments at December 31 2023 and 2022 were as follows:

	Within the 1st year			1 to 3 years			3 to 5 years			After 5 years			Total
Balance as of December 31, 2023
Lease payments	$	84,606		$	64,122		$	28,902		$	56,113		$	233,743
Financial charges		(17,463	)		(21,683	)		(14,328	)		(12,690	)		(66,164	)
Net present value	$	67,143		$	42,439		$	14,574		$	43,423		$	167,579
Balance as of December 31, 2022
Lease payments	$	103,127		$	178,272		$	44,319		$	70,243		$	395,961
Financial charges		(34,198	)		(38,237	)		(17,071	)		(19,380	)		(108,886	)
Netpresent value	$	68,929		$	140,035		$	27,248		$	50,863		$	287,075

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low-value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.

The expense relating to payments not included in the measurement of the lease liability is as follows:

	2023		2022
Short-term leases (a)	$	523,174	$	694,200
Leases of low-value assets		8,294		6,249
	$	531,468	$	700,449

(a) Corresponds to the leasing of mud and parcel tankers vessels.

At December 31, 2023 and 2022, Grupo TMM was committed on short-term leases and total commitment at that date was $43,598 and $57,850, respectively.

At December 31, 2023 and 2022, Grupo TMM had no lease commitments that had not yet started.

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Total cash outflow for leases for the years ended December 31, 2023 and 2022 were $609,905 and $798,256, respectively.

11 Intangible assets

Intangible assets as of December 31, 2023 and 2022, are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software	$	31,925	$	5,700	(b)	$	-	$	3,037	$	34,588	3 and 5
Trademark (a)		125,528		-			-		-		125,528	Indefinite
	$	157,453	$	5,700		$	-	$	3,037	$	160,116

	2022
	Net balances at beginning of year		Additions		Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software (c)	$	34,583	$	-	$	-	$	2,658	$	31,925	3 and 5
Trademark (a)		125,528		-		-		-		125,528	Indefinite
	$	160,111	$	-	$	-	$	2,658	$	157,453

(a) Corresponds to the rights on the Marmex trademark associated with the maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing (see Note 12).

(b) Corresponds to the acquisition of software for environmental impact measurement on August 2, 2023.

(c) Corresponds mainly to the SAP Hana system upgrade project.

The accumulated amortization of intangible assets as of December 31, 2023 and 2022, is $13,459 and $10,422, respectively.

Subsequent expenses to maintain the software and the trademark are recognized in income as incurred.

12 Impairment of long-lived assets

Impairment test

For purposes of the annual impairment test, the trademark is assigned to the cash-generating units that are expected to benefit from its use (maritime segment).

The Group performs impairment tests on cash-generating units related to the trademark annually or more frequently if there are indicators that the cash-generating unit to which it has been assigned may be impaired.

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The recovery value for these assets was determined based on value in use. The calculation of the value in use is determined by covering a detailed 5-year forecast, approved by Management. The present value of the expected cash flows of each cash-generating unit is determined by applying an appropriate discount rate, which reflects the assessment of current market conditions of the time value of money.

The value of the key assumptions used reflects historical data from external and internal sources and are shown below:

	2023			2022
Growth rate		2.3	%		2.5	%
Discount rate		11.21	%		10.85	%

As of December 31, 2023 and 2022, no impairment losses were determined for these assets.

Growth rates

The growth rates reflect the long-term average for these rates for the specialized maritime segment (all publicly available).

Discount rates

The discount rate reflects adequate adjustments associated with the market risk and the specific risk factors.

Cash flow assumptions

The key assumptions of Management for the specialized maritime segment include stable profit margins, which have been determined based on experience in this market. Grupo TMM Management considers this to be the best information available to forecast this market. The cash flow projections reflect stable profit margins achieved before the period covered by said projections.

No consideration has been given to efficiency improvements and prices and salaries reflect the inflation projected for the industry, which are publicly available.

In addition to the considerations described above for determining the value in use of assets and the cash-generating units described above, Management is currently not aware of any other probable change that could require changes in their estimate. However, the estimate for the recoverable amount for the specialized maritime segment is particularly sensitive to the discount rates.

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13 Financial assets and liabilities

Categories of financial assets and liabilities

The financial assets and liabilities as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Financial assets
Valued at amortized cost
Cash and cash equivalents	$	98,379	$	94,733
Restricted cash		1,665		2,059
Trade receivables		239,988		342,715
Other accounts receivable		19,173		143,587
Related parties		70,078		71,123
Total current financial assets	$	429,283	$	654,217

Financial liabilities
Valued at amortized cost
Short-term portion of the financial debt	$	64,139	$	35,030
Trade payables		350,653		437,382
Accounts payable and accrued expenses		275,540		466,077
Related parties		147,098		165,280
Total short-term portion of the financial debt		837,430		1,103,769
Long-term financial debt		12,374		32,475
Total financial liabilities	$	849,804	$	1,136,244

As of December 31, 2023, and 2022, the carrying value of the financial assets and liabilities at amortized cost is considered similar to their fair value.

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Financial debt

The information for financing as of December 31, 2023 and 2022 is summarized as follows:

	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in Mexican pesos
Daimler Financial Services México, S. de R.L. de C.V.	$	6,720	$	-	$	6,946	$	6,720
Recognition of debt and substitution of debtor for $40.9 million at a fixed rate of 12%, with monthly payments of principal and interest and maturing in November 2019.
In order to improve the profile of the schedule of payments, a new debt recognition was formalized on October 11, 2018, in the amount of $28 million at a 12.9% fixed rate, with monthly payments on principal and interest, due October 2021.
In order to face the effects of the Covid-19 pandemic, the Company obtained two grace periods of 3 months each for the principal payment from April to September 2020, extending the term of the loan to January 2022.
On June 19, 2021, a new agreement was signed with the finance company in order to extend the amortization period for a total amount of $19.9 million at a fixed rate of 12.9%, with monthly payments of principal and interest and maturity in June 2024.
On August 2, 2022, a new agreement was signed with the financial company in order to extend the amortization period, for a total amount of $15.4 million at a fixed rate of 13.0%, with monthly payments of principal and interest and maturing in December 2024.
Banco Autofin México, S.A. Institución de Banca Múltiple		3,000		-		4,257		3,000
Five simple lines of credit with mortgage guarantee initially contracted for $25.5, $45.8, $34.6, $21.6 and $8.4 million at a variable rate of 28-day TIIE plus 450 base points, with monthly payments of principal and interest and maturing in September 2024. The credit for $25.5 was settled on January 14, 2022. The credits for $45.8, $34.6 and $8.4 were settled on July 29, 2022.
On November 26, 2018, a new credit line for $20.0 million was drawn down at a 28-day TIIE variable rate plus 550 base points and due in November 2023. This credit was settled on January 27, 2023.
In order to deal with the effects of the Covid-19 pandemic, the Company obtained a 6-month grace period in the principal payment of 4 of the 6 lines, the period applies from January to June of 2020, extending the maturity of these lines accordingly. This loan was paid on March 27, 2024.

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	2023				2022
	Short-term		Long-term		Short-term		Long-term
INPIASA, S.A. de C.V.		202		-		403		-
Contract for line of credit, the first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021.
In 2022, an amending agreement was signed with INPIASA in order to extend the amortization period, maturing in December 2024.
Others investors		11,711		-		12,561		-
Two unsecured loans were contracted, each for $6.0 million at a fixed annual rate of 15.0%, with principal and interest payments due, originally in October 2020. In January 2021, a principal payment of $1.0 million was made to each line. As part of the negotiations carried out by the Company, new conditions were agreed for each line, increasing the interest rate by 0.25%, as well as extending the maturity date in October 2023.The loan remains current and maturity was extended to December 31, 2024.
In July 2021, a credit line with multiple drawdowns was contracted, the first being made on July 28, 2021. The balance as of December 31, 2022, is $5,061 million with a rate of 15% and maturing in September 2023. The loan remains current and maturity was extended to December 31, 2024.
Hewlett Packard		159		324		137		350
In January 2022, an additional line was contracted for $622.5, at a fixed rate of 9.87%, monthly payments of principal and interest on unpaid balances with maturity in December 2025.
On July 14, 2022, the contract was renegotiated with the following conditions: a fixed rate of 11.20%, monthly payments of principal and interest on unpaid balances, and maturity in September 2026.
Desarrollo del Crédito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada		25,068		-		-		-
In March 2023, a line of credit was contracted for $7.7 million at a fixed annual rate of 13.50%, maturing in March 2024.
In April 2023 a line of credit was contracted for $11.6 million and in June 2023 a line of credit was contracted for $5.651 million, both at an annual fixed rate of 13.50%, with maturity dates in April and June 2024, respectively.
Excavsa, S.A. de C.V.		3,000		-		-		-
On October 2, 2023, a line of credit was contracted for $3.0 million at a monthly fixed rate of 2.0%, with a maturity date of October 2, 2024. This loan was paid on April 3, 2024.
Interest payable		4,942		-		2,174		-
		54,802		324		26,478		10,070

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	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in US dollars
Hewlett Packard		6,383		12,050		5,258		19,074
Two lines of credit for $607.8 thousand dollars and $201.6 thousand dollars, at a fixed rate of 6.84% and 6.13%, monthly payments of principal and interest on unpaid balances and maturing in March and October 2024, respectively.
In order to face the effects of the Covid-19 pandemic, the Company obtained a grace period of 3 months in the payment of principal for the months of May to July, extending the term of each credit line 3 months.
In order to continue with the Company’s technological transformation strategy, 3 additional simple credit lines were contracted for $86.6 thousand dollars, $96.9 thousand dollars and $ 252.1 thousand dollars, at a fixed rate of 5.96%, 7.16% and 4.58% fixed annual, respectively, monthly payments of principal and interest on unpaid balances and maturing in March, April and August 2025.
In January 2021, two additional lines were contracted for $43.3 thousand dollars and $385.0 thousand dollars, at a fixed rate of 5.14% and 4.76%, monthly payments of principal and interest on unpaid balances and maturity in December 2025.
On July 14, 2022, the contracts were renegotiated with the following conditions for each line, increasing the rate by 0.25%, as well as extending the maturity date for one year.
On September 25, 2023, the contracts were renegotiated with the same conditions for each line, increasing the rate by 0.25% and extending the maturity date to March 31, 2027.
PNC, Bank, N.A.		2,906		-		3,294		3,331
Line of credit with collateral for $860 thousand dollars hired on August 22, 2019, at a fixed rate of 4.40%, semiannual payments of principal and interest on unpaid balances and maturing in July 2024.
Interest payable		48		-		-		-
		9,337		12,050		8,552		22,405
	$	64,139	$	12,374	$	35,030	$	32,475

Covenants

Some of the agreements related to the abovementioned loans contain certain covenants including restricting the payment of dividends, not reducing the capital stock and not splitting, as well as conditioning the sale of assets, the foregoing without prior authorization from the creditor; likewise, in some cases, a copy of quarterly and audited financial statements must be delivered, as well as reasonable information requested by the creditor. As of December 31, 2023, and 2022, Grupo TMM and subsidiaries complied with the covenants set forth in those contracts.

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The interest expense on the financial debt was $9,411 and $9,096 for the periods of twelve months ended December 31, 2023 and 2022, respectively.

The maturity of the long-term financial debt as of December 31, 2023 and 2022 is as follows:

	2023		2022
Maturity
2024	$	-	$	16,617
2025		7,312		6,362
2026		4,518		5,556
2027		544		3,940
	$	12,374	$	32,475

14 Balances and transactions with related parties

The accounts payable and transactions with related parties as of December 31, 2023 and 2022 are summarized as follows:

	2023				2022
	Receivable		Payable		Receivable		Payable
Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (before División Marítima, S.A. de C.V.) (a)	$	70,078	$	-	$	71,123	$	-
SSA México, S.A. de C.V. (b)		-		12,466		-		8,111
Stockholders (c)		-		134,632		-		157,169
	$	70,078	$	147,098	$	71,123	$	165,280

(a) Balances receivable are related to agency and maritime provider commission services.

(b) The accounts payables to SSA México, S.A. de C.V. are largely due to subagency services that this related party provides to Grupo TMM.

(c) Lines of credit in the amount of $130 million at a 15% annual fixed rate, with payments on capital and interest upon maturity, extended one more year, that has initial due date as of December 2023. Interest expenses of these credits amounted to $16,290 and $18,227 for the twelve months periods ended December 31, 2023 and 2022, respectively.

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The most relevant transactions with related parties as of December 31, 2023, 2022 and 2021 are summarized as follows:

	2023		2022		2021
Revenue:
Wharfage services	$	6,227	$	-	$	-
Systems		2,650		-		-
Maritime services (a)		-		20,958		71,823
Shipping agency services (b)		226		412		419
	$	9,103	$	21,370	$	72,242
Costs:
Sub-agency commissions (c)	$	6,910	$	7,237	$	4,062
Expenses:
Other expenses (d)	$	-	$	-	$	180
Interests:	$	16,290	$	18,227	$	10,329

(a) Maritime services between TMM Dirección Corporativa, S.A. de C.V, subsidiary of Grupo TMM, and Marítima del Golfo. The contract termination date was August 2022.

(b) Shipping agency services between Administradora Marítima TMM, S.A.P.I. de C.V., subsidiary of Grupo TMM, and Marítima del Golfo.

(c) Shipping agency servicies provided by SSA México, S.A. de C.V. to Administradora Marítima TMM, S.A.P.I. de C.V.

(d) Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.

Transactions involving executive personnel for the years ended December 31, 2023, 2022 and 2021, include the following expenses:

	2023		2022		2021
Short-term benefits
Salaries	$	10,761	$	19,055	$	28,697
Social security contributions		1,900		736		1,843
	$	12,661	$	19,791	$	30,540

15 Accounts payable and accrued expenses

Accounts payable and accrued expenses at December 31, 2023 and 2022, are shown as follows:

	2023		2022
Operating expenses	$	122,014	$	194,487
General expenses		107,823		149,557
Purchased services		21,887		36,403
Taxes payable		65,204		37,797
Salaries and wages		3,012		5,189
Others		20,804		80,441
	$	340,744	$	503,874

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16 Stockholders’ equity

Capital stock

As of December 31, 2023, and 2022, the Company’s capital stock is comprised of 174,553,127 and 102,182,841 shares outstanding, registered, without par value, and with voting rights, respectively, which may be held by Mexican nationals, investors, or companies that include in their bylaws the exclusion of foreigners clause. Foreigners may acquire economic rights in the Company’s common shares through ordinary participation certificates (‘CPOs’), with each CPO corresponding to one common share.

In the United States, the Company’s ADSs, each representing five CPOs, trade on the OTC market under the symbol GTMAY. The underlying TMM common shares for the ADSs are traded on the Mexican Stock Exchange under the listing code TMM A.

At the General Extraordinary Stockholders’ Meeting held on March 16, 2023, the Company’s stockholders agreed to increase capital stock in the amount of $151,978 through the issuance of up to 72,370,286 common, nominative shares, without par value, representing the capital stock of Grupo TMM. This capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June 27, 2023 and subscribed in full by the stockholders in October 2023.

Net tax profit account (CUFIN)

As of December 31, 2023, and 2022, the restated balance of the Net Taxable Income Account (CUFIN for its acronym in Spanish) of the Parent Company amounts to $4,514,668 and $4,313,616, respectively, which was generated up to December 31, 2013. No new balances have been generated in this account thereafter.

The distribution of dividends or profits to shareholders that come from the balance of the CUFIN, generated until December 31, 2013, will not generate income tax until such balance is exhausted. Dividends paid to individuals and corporations resident abroad, on profits generated as of January 1, 2014, are subject to a 10% tax, which is considered a final payment.

Dividends not drawn from the CUFIN, in addition to the above, will continue to be subject to income tax, paid by the entity, based on the general rate set by law, which is definitive and may be credited against the income tax for this and the next two years. The balance in these accounts is susceptible to adjustment to the distribution date using the Mexican Consumers’ Price Index (INPC for its acronym in Spanish).

Capital decreases

As of December 31, 2023, and 2022, the current balance in the Capital Contribution Account (CUCA for its acronym in Spanish) is $5,987,515 and $5,474,175, respectively. In the event of capital reimbursement or decreases in favor of stockholders, the surplus for said reimbursement on this amount will be treated as a distributed earning.

In the event the equity capital exceeds the balance in the CUCA, the difference will be considered a dividend or distributed earning subject to the payment of income tax. If the earnings in reference come from the CUFIN, there will be no corporate tax due for the capital decrease or reimbursement. Otherwise, these will be treated as dividends or distributed earnings.

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Other components of equity

Details of other components of equity as of December 31, 2023, 2022 and 2021, as follows:

	Legal reserve		Defined benefit plan			Premium on convertible obligations		Translation result			Revaluation surplus				Total
Balance as of December 31, 2020	$	216,948	$	(116,102	)	$	77,106	$	(247,668	)	$	1,069,391			$	999,675
Defined benefit plan		-		33,691			-		-			-				33,691
Reclassification from disposal of properties and depreciation		-		-			-		-			(332,151	)	(b)		(332,151	)
Total before taxes		-		33,691			-		-			(332,151	)			(298,460	)
Tax expense		-		(10,107	)		-		-			87,360				77,253
Total net of taxes		-		23,584			-		-			(244,791	)			(221,207	)
Balance as of December 31, 2021	$	216,948	$	(92,518	)	$	77,106	$	(247,668	)	$	824,600			$	778,468
Defined benefit plan		-		31,122			-		-			-				31,122
Reclassification from disposal of properties and depreciation		-		-			-		-			(88,630	)	(a)		(88,630	)
Total before taxes		-		31,122			-		-			(88,630	)			(57,508	)
Tax expense		-		(9,337	)		-		-			17,469				8,132
Total net of taxes		-		21,785			-		-			(71,161	)			(49,376	)
Balance as of December 31, 2022	$	216,948	$	(70,733	)	$	77,106	$	(247,668	)	$	753,439			$	729,092
Defined benefit plan		-		8,453			-		-			-				8,453
Reclassification from disposal of properties and depreciation		-		-			-		-			(41,797	)	(a)		(41,797	)
Total before taxes		-		8,453			-		-			(41,797	)			(33,344	)
Tax expense		-		(2,536	)		-		-			12,639				10,103
Total net of taxes		-		5,917			-		-			(29,158	)			(23,241	)
Balance as of December 31, 2023	$	216,948	$	(64,816	)	$	77,106	$	(247,668	)	$	724,281			$	705,851

(a) It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.

(b) Includes the adjustment of assets available for sale at their fair value, for an amount of $291,200.

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17 Revenues

The revenues as of December 31, 2023, 2022 and 2021, are summarized as follows:

	2023		2022		2021
Maritime
Offshore vessels	$	462,801	$	527,571	$	313,170
Parcel tankers		246,291		351,539		294,641
Fuel oil transportation		57,220		-		-
Shipping agencies		29,217		31,379		10,360
Maritime administration services (a)		-		16,343		42,416
Bulk Carrier (b)		-		304,269		174,643
Maritime infrastructure
Shipyard		200,496		118,441		139,226
Logística, puertos y terminales
Intermodal terminal		37,991		38,910		44,292
Repair of containers		21,008		110,966		158,511
Automotive services		8,036		5,442		5,990
Port services		6,080		5,659		14,967
Warehousing and other businesses
Warehousing		149,507		172,537		153,497
Total consolidated revenue	$	1,218,647	$	1,683,056	$	1,351,713

(a) As discussed in Note 4.20, the contract that Grupo TMM had as maritime administrator with TMM Division Maritima was terminated on August, 2022.

(b) The merchandise transportation operation contract terminated in the first quarter of 2023.

The Company’s revenues do not show any particular grouping characteristic, such as by type of customer (government and private), geographic zone, etc. The main grouping is shown based on the type of revenue for each segment. Moreover, as discussed in Note 4.20, all of the Company’s revenues are recognized over time.

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18 Other income (expenses)

Other income (expenses) as of December 31, 2023, 2022 and 2021, is summarized as follows:

	2023			2022			2021
Movement of provisions	$	44,527		$	61,170		$	-
Cancellation of leases in the warehousing business		20,227			-			-
Gain from the sale of subsidiaries		3,676			-			-
Other, net		391			(2,393	)		2,150
Expenses incurred in the recovery of taxes		(3,034	)		-			-
Expenses related to the cancellation of the corporate building lease		-			(11,351	)		(38,537	)
Loss from sale of property and equipment, net (see Note 9)		-			(57,804	)		(132,956	)
	$	65,787		$	(10,378	)	$	(169,343	)

19
Interest expense and other financial costs

This caption at December 31, 2023, 2022 and 2021, is comprised as follows:

	2023		2022		2021
Interest on financial debt	$	9,411	$	9,096	$	14,689
Interest on financial related parties		16,290		18,227		10,329
Interest expense on leasing agreements		28,783		28,568		34,146
Other financial expenses		8,546		5,257		3,236
Amortization of transaction cost associated with financial debt		36		415		176
	$	63,066	$	61,563	$	62,576

20 Income tax and tax loss carryforwards

Income Tax

Results for the year

Grupo TMM and Subsidiaries incurred on combined tax losses for the years ended December 2023 and 2022, in the amounts of $156,078 and $129,041, respectively. Most of the companies that generated tax income for an amount of $130,301 amortized them with tax losses from prior years for an amount of $115,461. Income tax recognized in profit or loss corresponds to subsidiaries that generated taxable income of $14,840, $10,573 and $23,383, for 2023, 2022 and 2021, respectively.

The difference between taxable income and book income is due primarily to the net effect of the gain or loss on inflation recognized for tax purposes, the difference between tax and book amortization and depreciation, non-deductible expenses, as well as certain temporary differences reported in different periods for financial and tax purposes.

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In accordance with the currently enacted Income Tax Law, the rate for 2021, 2022, 2023, and subsequent years is 30%.

The provision for income tax recognized in the statement of profit or loss for the years ended December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Income tax	$	(4,452	)	$	(3,172	)	$	(7,015	)
Deferred income tax		24,652			32,763			28,158
Total income tax benefit	$	20,200		$	29,591		$	21,143

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company at December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Loss before taxes	$	(4,742	)	$	(28,688	)	$	(269,197	)
Income tax		1,423			8,606			80,759
Increase (decrease) from:
Difference in depreciation and amortization		(20,110	)		(46,472	)		135,332
Revaluation surplus		(12,639	)		(18,051	)		(88,112	)
Materials and supplies		11,483			3,418			13
Inflationary and currency exchange effects on monetary assets and liabilities, net		(4,562	)		15,663			(11,643	)
Tax losses amortization		115,461			265,090			60,032
Provisions and allowance for doubtful accounts		(53,185	)		(165,542	)		(97,628	)
Difference between the tax and book value for the sale of assets		-			(7,277	)		(35,950	)
Difference between the tax and book value for the sale of shares of subsidiaries		(4,931	)		-			-
Non-deductible expenses		(12,740	)		(25,844	)		(21,660	)
Income tax benefit	$	20,200		$	29,591		$	21,143

The components of deferred tax liability at December 31, 2023 and 2022, are comprised as follows:

	2023			2022
Tax loss carryforwards	$	372,390		$	385,936
Inventories and provisions – net		73,788			27,374
Property and equipment and right-of-use asset		(578,654	)		(567,902	)
Total deferred tax liability	$	(132,476	)	$	(154,592	)

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As of December 31, 2023, the Company’s Management carried out the evaluation of the amount of tax losses that will be recoverable and determined based on projections that the effect of the deferred tax asset determined in the year will be realized at 49.13% based on the information available at the date of issuance of the consolidated financial statements.

Tax loss carryforwards

As of December 31, 2023, Grupo TMM and its subsidiaries, report the following cumulative tax losses, which are restated applying the INPC in accordance with Mexican law.

Year in which the loss was incurred	Amounts		Year of expiration
2014	$	134,002		2024
2015		49,872		2025
2016		388,000		2026
2017		143,490		2027
2018		303,391		2028
2019		601,155		2029
2020		471,686		2030
2021		139,790		2031
2022		133,991		2032
2023		161,134		2033
	$	2,526,511

21 Segment reporting

The Company as of December 31, 2023, 2022 and 2021 operates in the following segments: i) specialized maritime transportation, ii) maritime infrastructure, iii) logistics, ports and terminals and iv) warehousing. Specialized maritime transportation operations (‘Maritime Division’) include transportation of bulk liquid products, materials and provisions for drilling platforms. (‘Maritime infrastructure’) correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard). Logistics, ports and terminals operations (‘Logistics ports and terminals Division’) include the operations of logistics solutions services and container and railcar maintenance and repair services and loading and unloading, storage at maritime port terminals, and shipping agency operations. Warehousing operations (‘Warehousing Division’) include storage and management of the facilities and bonded warehouses. 

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There are no changes in the measuring methods used to calculate the earnings reported for each segment. The information for each operating segment is as follows:

	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2023
Revenue	$	795,529		$	200,496		$	73,115		$	149,507		$	-		$	1,218,647
Costs and expenses		(704,075	)		(140,614	)		(95,844	)		(120,483	)		-			(1,061,016	)
Corporate expenses		-			-			-			-			(61,605	)		(61,605	)
Depreciation and amortization		(36,385	)		(8,191	)		(13,059	)		(65,296	)		(2,191	)		(125,122	)
Transportation profit (loss)	$	55,069		$	51,691		$	(35,788	)	$	(36,272	)	$	(63,796	)	$	(29,096	)
Costs, expenses and revenue not allocated																	44,554
Net income for the year																$	15,458
Properties	$	156,014		$	182,762		$	1,284,274		$	80,352		$	122,730		$	1,826,132
Rights of use by segment		-			1,383			49,437			97,131			-			147,951
Other assets by segment		675,684			322,046			153,529			109,183			-			1,260,442
Shared assets		-			-			-			-			32,305			32,305
Total assets	$	831,698		$	506,191		$	1,487,240		$	286,666		$	155,035		$	3,266,830
Total liabilities by operating segment	$	422,088		$	73,753		$	449,429		$	311,824		$	-		$	1,257,094
Shared liabilities		-			-			-			-			35,359			35,359
Total liabilities	$	422,088		$	73,753		$	449,429		$	311,824		$	35,359		$	1,292,453
Total capital expenditures by segment	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345

December 31, 2022
Revenue	$	1,231,101		$	118,441		$	160,977		$	172,537		$	-		$	1,683,056
Costs and expenses		(1,120,565	)		(79,775	)		(137,165	)		(121,096	)		-			(1,458,601	)
Corporate expenses		-			-			-			-			(82,047	)		(82,047	)
Depreciation and amortization		(19,063	)		(7,625	)		(18,099	)		(52,480	)		(2,252	)		(99,519	)
Transportation profit (loss)	$	91,473		$	31,041		$	5,713		$	(1,039	)	$	(84,299	)	$	42,889
Costs, expenses and revenue not allocated																	(41,986	)
Net income for the year																$	903
Properties	$	102,998		$	152,036		$	1,021,222		$	97,063		$	117,452		$	1,490,771
Rights of use by segment		-			6,917			73,543			188,478			-			268,938
Other assets by segment		752,039			321,594			492,439			174,878			-			1,740,950
Shared assets		-			-			-			-			725			725
Total assets	$	855,037		$	480,547		$	1,587,204		$	460,419		$	118,177		$	3,501,384
Total liabilities by operating segment	$	531,477		$	88,104		$	534,400		$	371,097		$	-		$	1,525,078
Shared liabilities		-			-			-			-			175,282			175,282
Total liabilities	$	531,477		$	88,104		$	534,400		$	371,097		$	175,282		$	1,700,360
Total capital expenditures by segment	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231

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	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2021
Revenue	$	835,230		$	139,226		$	223,760		$	153,497		$	-		$	1,351,713
Costs and expenses		(793,982	)		(82,563	)		(211,860	)		(112,989	)		-			(1,201,394	)
Corporate expenses		-			-			-			-			(73,838	)		(73,838	)
Depreciation and amortization		(17,580	)		(7,978	)		(30,721	)		(56,478	)		(4,445	)		(117,202	)
Transportation profit (loss)	$	23,668		$	48,685		$	(18,821	)	$	(15,970	)	$	(78,283	)	$	(40,721	)
Costs, expenses and revenue not allocated																	(207,333	)
Net income for the year																$	(248,054	)
Properties	$	108,020		$	146,131		$	1,017,128		$	80,542		$	189,117		$	1,540,938
Rights of use by segment		-			12,451			38,391			207,386			79,004			337,232
Other assets by segment		669,594			366,064			471,257			326,408			-			1,833,323
Shared assets		-			-			-			-			777			777
Total assets	$	777,614		$	524,646		$	1,526,776		$	614,336		$	268,898		$	3,712,270
Total liabilities by operating segment	$	580,455		$	129,823		$	598,178		$	438,572		$	-		$	1,747,028
Shared liabilities		-			-			-			-			146,144			146,144
Total liabilities	$	580,455		$	129,823		$	598,178		$	438,572		$	146,144		$	1,893,172
Total capital expenditures by segment	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468

22 Employee benefits

Expense for employee benefits

The expenses recognized for employee benefits are:

	2023		2022		2021
Salaries and benefits	$	264,005	$	272,092	$	235,345
Pensions – defined benefit plans		10,949		13,224		17,790
	$	274,954	$	285,316	$	253,135

The long-term liabilities recognized for pensions and other employee remunerations in the consolidated statement of financial position are comprised as follows:

	2023		2022
Long-term:
Pensions and seniority premium	$	53,714	$	69,738
Termination of employment		23,676		14,914
	$	77,390	$	84,652

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The short-term liabilities for employee benefits, are included in the line ‘Accounts payable and accrued liabilities’ in the consolidated statements of financial position, which as of December 31, 2023 and 2022, amounted to $3,012 and $5,189, respectively (see Note 15).

Remunerations on the termination of employment

The seniority premiums and the retirement plan (‘pensions’) obligations are based on actuarial calculations using the projected unit credit method. Pension benefits are based mainly on years of service, age, and salary level upon retirement.

The amounts charged to operations include the amortization of the cost of past services over the average time of service remaining. The Company continues with its policy of recognizing actuarial losses and gains for seniority premiums and pensions in the consolidated statement of operations, the actuarial (loss) gain net of taxes for 2023 and 2022 was $5,917 and $21,785, respectively (see Note 16).

The plan exposes Grupo TMM to such risks as interest rate, investment, mortality, and inflation.

Interest rate risk

The present value of the defined benefits obligation is calculated using a discount rate making reference to the market performance of high-quality corporate bonds.

The estimated term for the bonds is consistent with the estimated term for the defined benefits obligation and is denominated in pesos. A decrease in the market performance of high-quality corporate bonds will increase the defined benefits obligation of the Company, although this is expected to be partially compensated by an increase in the fair value of certain of the plan’s assets.

Investment risk

The plan assets are predominantly capital and debt instruments traded on the Mexican Stock Exchange which are considered low risk.

Mortality risk

The Company provides benefits for life to those who are covered by the defined benefits liability. An increase in the life expectancy of such persons will increase the defined benefits liability.

Inflation risk

A significant proportion of the defined benefits obligation is linked to inflation. An increase in the inflation rate will increase the Company’s obligation.

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The details of the net cost for the period for seniority premiums and termination of employment, and also the basic actuarial estimates for the calculation of these labor obligations were shown as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums			Termination of employment
Current service cost		$	(10,164	)		$	13,620		$	13,265		$	1,383
Interest cost			6,062				1,431			7,538			1,145
Net cost for the period		$	(4,102	)		$	15,051		$	20,803		$	2,528

At December 31, 2023 and 2022, the reserve for pensions and seniority premiums, and also for the termination of employment, were comprised as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums				Termination of employment
Defined benefit obligations		$	54,204			$	23,676		$	70,223			$	14,914
Assets plan			(490	)			-			(485	)			-
Total reserve		$	53,714			$	23,676		$	69,738			$	14,914

As of December 31, 2023, and 2022, the defined benefit obligations (DBO) for pensions and seniority premiums, and also for the reserve for termination of employment, were comprised as follows:

	2023						2022
	Pensions and seniority premiums			Termination of employment			Pensions and seniority premiums			Termination of employment
DBO at beginning of period	$	70,223		$	14,914		$	87,820		$	15,680
Current service cost		(10,164	)		13,620			13,265			1,383
Interest cost		6,062			1,431			7,538			1,145
Benefits paid		(1,297	)		(310	)		(1,338	)		(322	)
Benefits paid from plan assets		(6,674	)		-			(6,674	)		(1,497	)
Past service cost		(3,946	)		(5,979	)		(30,388	)		(1,475	)
DBO at end of period	$	54,204		$	23,676		$	70,223		$	14,914

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The assets plan as of December 31, 2023 and 2022 were comprised as follows:

	2023			2022
Value of the fund at beginning of year	$	485		$	1,125
Expected return on assets		(39	)		(741	)
Plan contributions		5,647			8,171
Benefits paid		(5,647	)		(8,171	)
Interests on assets plan		44			101
Value of the fund at end of year	$	490		$	485

The changes in the pension plan, seniority premium, and termination of employment plan as of December 31, 2023 and 2022 were as follows:

	2023			2022
Reserve for obligations at the beginning of the period	$	84,652		$	102,375
Cost for the period		10,949			23,331
Interest income		(44	)		(101	)
Contributions to the plan		(5,647	)		(8,171	)
Benefits paid on pension plan		(4,028	)		(919	)
Miscellaneous		(39	)		(741	)
Actuarial gain or losses		(8,453	)		(31,122	)
Reserve for obligations at the end of the period	$	77,390		$	84,652

The significant actuarial assumptions used for the valuation were:

	2023			2022
Discount rate		10.75	%		10.50	%
Salary increase rate		4.00	%		4.00	%
Inflation rate		3.50	%		3.50	%
Average working life expectancy		14.00			14.30

These assumptions were prepared by Management with the assistance of independent actuaries. The discount factors are determined near the end of each year making reference to the market performance of high-quality corporate bonds denominated in the currency in which the benefits will be paid and which have similar maturities to the terms for the pension obligation corresponding. Other assumptions are based on actual reference parameters and Management’s historical experience.

As of December 31, 2023 and 2022, approximately 10% of the Company’s employees work under collective work contracts that are subject to annual salary reviews and biannually for other compensations. As of December 31, 2023, and 2022, Grupo TMM had 720 and 769 employees, respectively.

The significant actuarial assumptions to determine the defined benefits obligation are the discount rate, the salary increase rate, and the average life expectancy. The calculation of the defined benefits obligation is sensitive to these assumptions.

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The following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2023:

	1.0% increase			1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation		(1,269	)		1,395
Salary increase rate
Increase (decrease) in the defined benefits obligation		623			(1,053	)

	Increase in 1 year			Decrease in ¡ year
Average life expectancies
(Decrease) increase in the defined benefits obligation		(69	)		25

The present value of the defined benefits obligation and also the defined benefits obligation recognized in the consolidated statement of financial position are calculated using the same method (projected unit credit). The sensitivity analyses are based on a change in one assumption without changing the others. This sensitivity analysis may not be representative of the real variance in the defined benefits obligation, as it is unlikely that the change to the assumptions would occur on its own, as some of the assumptions may be correlated.

23 Earnings per share

As of December 31, 2023, 2022 and 2021, income per share was determined based on the weighted average number of shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted income per share are the same.

24 Fair value measurement

Fair value measures for non-financial assets

The non-financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of relevant data for the measuring, as follows:

• Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities.

• Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;

• Level 3: non-observable data for the asset or liability.

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As of December 31, 2023 and 2022 non-financial assets measured at fair value were classified in Level 2 of this hierarchy, as described below:

	2023		2022
Level 2
Buildings	$	101,033	$	103,815
Lands		1,419,674		1,147,174
	$	1,520,707	$	1,250,989

As of December 31, 2023 and 2022, fair value of the Company’s properties were estimated based on appraisals performed by independent, professionally qualified property valuers.

The important information and assumptions are prepared in close collaboration with Management. The valuation processes and changes in the fair value are reviewed by the Administration and Finance Department on the financial reporting date. Additional information on fair value measurement is as follows.

Buildings and land (Level 2)

The valuation was prepared based on a market focus that reflects the prices observed on recent market transactions involving similar properties and incorporates adjustments for factors specific to the property in question, including land size, location, liens, and current use.

The most significant information used, which is not observable, is the adjustment for factors specific to the properties in question. The magnitude and direction of this adjustment depends on the characteristics of observable market transactions for similar properties used as the end point for the valuation. Although this information is subjective, Management considers that the global valuation will not be materially affected by reasonably possible alternatives.

As of December 31, 2023, and 2022, the reconciliation between the carrying amounts of non-financial assets classified within Level 2 was as follows:

	2023			2022
Balance as of January 1	$	1,250,989		$	1,316,264
Amount recognized in other comprehensive income:
Revaluation surplus		-			-
Amount recognized in statements profit or loss:
Loss on the accord and satisfaction		-			(61,973	)
		-			(61,973	)
Additions and disposals, net		(2,782	)		(3,302	)
Transfer from available-for-sale assets		272,500			-
Balance as of December 31	$	1,520,707		$	1,250,989

As of December 31, 2023, and 2022, there were no effects from unrealized gains from fair value measurements.

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25 Financial instruments risk

Risk management objectives and policies

Grupo TMM is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 13. The main types of risks are market risk, credit risk and liquidity risk.

The Company’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing short to medium-term cash flows by minimizing the exposure to volatile financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Company is exposed are described below:

Market risk

Currency risk

The monetary position for Grupo TMM may be materially affected by variances in the exchange rate between the US dollar and the Mexican peso due to the Company’s significant operations in Mexico. The Company does not cover this exposure. Grupo TMM minimizes its exposure effects in foreign currency by contracting financial debt in Mexican pesos.

Grupo TMM also faces transactional currency exposure. This exposure derives from sales and acquisitions made in currencies other than Mexican pesos, Grupo TMM’s functional currency. As of December 31, 2023 and 2022, approximately 80% and 75% of Grupo TMM’s sales are denominated in US dollars, respectively while approximately 35% and 40% of the costs and expenses for both years are denominated in US dollars.

As of December 31, 2023 and 2022, the Company held monetary assets and liabilities denominated in foreign currencies other than the Mexican peso, translated at the corresponding interbank exchange rate as related to the Mexican peso, as follows:

	2023						2022
	US dollar			Other currencies			US dollar			Other currencies
Assets		23,356			-			34,219			-
Liabilities		(25,129	)		(276	)		(28,870	)		(40	)
		(1,773	)		(276	)		5,349			(40	)

As of August 1, 2024, December 31, 2023 and 2022, the exchange rate was Ps18.5970, Ps16.8935 and Ps19.3615 per US dollar, respectively.

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Sensitivity analysis

The following table shows for the years ended December 31, 2023 and 2022, the sensitivity in profit or loss related to the financial assets and liabilities of Grupo TMM and the exchange rate; United States dollar (USD) / peso ‘considering that the rest of the conditions remain the same’, assumes a change of +/- 12% for 2023 and +/- 4.91% for 2022 in the peso / USD exchange rate.

This percentage was determined based on the volatility of the average exchange rate market over the past 12 months. The sensitivity analysis is based on financial instruments in foreign currency held by Grupo TMM on the reporting date.

If the peso had strengthened or weakened against the USD by 12% for 2023 and 4.91% for 2022, this would have had the following impact on the monetary position:

	2023						2022
	12% increase in the exchange rate			12% decrease in the exchange rate			4.91% increase in the exchange rate			4.91% decrease in the exchange rate
Assets in US dollars	$	47,348		$	(47,348	)	$	34,811		$	(34,811	)
Assets in other currencies		-			-			-			-
Liabilities in US dollars		(50,943	)		50,943			(29,370	)		29,370
Liabilities in other currencies		(560	)		560			(41	)		41
	$	(4,155	)	$	4,155		$	5,400		$	(5,400	)

The exposure to exchange rates varies during each year, depending on the volume of overseas operations or in foreign currency; however, the above analysis is considered representative of Grupo TMM’s exposure to currency risk.

Interest rate risks

Grupo TMM’s exposure to the risk of changes in market interest rates is related principally to the long-term debt obligations of Grupo TMM at a variable interest rate.

Grupo TMM’s policy is to obtain fixed rated instruments on its loans and, when a loan has a variable interest rate, the Company’s policy is to obtain all needed derivative financial instruments in order to fix this rate. At December 31, 2023, the Company has $71.2 and $3.2 million pesos of debt contracted on fixed and variable rates, respectively. At December 31, 2022, the debt contracted on fixed and variable rates was $57.7 and $9.8 million pesos, respectively.

Sensitivity analysis

The following table illustrates the sensitivity in profit or loss at December 31, 2023 and 2022 to a reasonably possible change in the interest rates of +/- 1% and +/- 1%, respectively. These changes are considered to be reasonably possible based on the current market conditions.

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The calculations are based on a variance in the average market interest rate for each period and the financial instruments on the reporting date that are sensitive to variances in the interest rates. The rest of the variables remain constant.

	2023					2022
	+1% Variance			-1% Variance		+1% Variance			-1% Variance
Income or loss for the year	$	(6,307	)	$	6,307	$	(8,873	)	$	8,873

The impact shown in the above sensitivity is considered the same both in the results of profit or loss and in stockholders’ equity.

Concentration of risk

For the year ended December 31, 2023, the Company obtained revenues from PEMEX Exploración y Producción, Celanese Operations Mexico and Helmsley Management, representing 38%, 13% and 6%, respectively. None of the remaining customers represents more than 4% of the total revenues.

For the year ended December 31, 2022, the Company obtained revenues from Helmsley Management, Celanse Operations Mexico and PEMEX Exploración y Producción, representing 27%, 14% and 12%, respectively. None of the remaining customers represent more than 4% of its total revenues.

Credit risk

Credit risk is managed on a group basis, based on the credit risk management policies and procedures of Company.

Credit risk with respect to cash balances maintained in banks and sight deposits is managed through diversification of bank deposits that are only made with high credited financial institutions. For other receivables, other than trade accounts receivable and contractual assets, the balances are considered immaterial and whose risk of default is null.

The Company continuously monitors the creditworthiness of customers, based on its experience and customer profiles defined by Management. The Company’s policy is to deal only with creditworthy counterparties. Credit terms range between 30 and 90 days except Pemex that handles credit terms of 180 days. Credit terms negotiated with customers are subject to an internal approval process that considers the experience and profile of the customer. Current credit risk is managed by a periodic review of the accounts receivable aging analysis, together with credit limits per customer.

For certain types of services and customers, it is required that they pay in advance the amount corresponding to the services, thus mitigating the credit risk.

Trade accounts receivable consist of a large number of customers in various industries and geographical areas.

Guarantees (collateral)

The Company does not maintain any guarantee on its trade accounts receivable.

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In addition, the Company does not have guarantees related to other financial assets (i.e., other receivables, cash and cash equivalents held in banks).

Trade accounts receivable

Grupo TMM applies the IFRS 9 simplified model of recognizing lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.

Expected credit loss rates are based on the sales payment profile over the last 48 months prior to December 2023 and 2022, respectively, as well as the corresponding historical credit losses during that period. Historical rates are adjusted to reflect current and future macroeconomic factors that affect the customer’s ability to liquidate the unpaid balance.

Trade receivables are written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Company on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery. However, industry and client’s practices could generate balances with more than 180 days of aging, for which conclusion is that those balances will be collected.

Pursuant to the foregoing, the expected credit loss for trade accounts receivable as of December 31, 2023 and 2022 was determined as follows:

	Trade accounts receivable days in arrears
	Current			More than 30 days			More than 60 days			More than 90 days			Total
As of December 31, 2023
Expected credit loss rate		0.0	%		0.0	%		0.0	%		13.8	%		-
Gross carrying value	$	49,544		$	8,867		$	3,505		$	206,684		$	268,600
Expected credit losses during the lifetime											28,612			28,612
As of December 31, 2022
Expected credit loss rate		0.0	%		0.0	%		0.0	%		26.3	%		-
Gross carrying value	$	230,010		$	3,522		$	36,265		$	98,893		$	368,690
Expected credit losses during the lifetime											25,975			25,975

Liquidity risk

The goal of Grupo TMM is to maintain a balance between the continuity of loans and flexibility through the use of bank loans and securitizations. As of December 31, 2023, and 2022, 70% and 52%, respectively, of Grupo TMM’s financial liabilities are due within the next 12 months.

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As of December 31, 2023, and 2022, the financial liabilities and other liabilities of Grupo TMM had contractual maturities (including interest payments as applicable) and were summarized as follows:

	Current				Non-Current
	In 6 months		6 to 12 Months		1 to 4 years		More than 4 Years
At December 31, 2023
Trade payables	$	350,653	$	-	$	-	$	-
Accounts payable and accrued expenses		-		340,744		-		-
Related parties		-		147,098		-		-
Leasing liabilities		38,426		28,717		49,573		50,863
Financial debt		9,606		54,533		12,374		-
	$	398,685	$	571,092	$	61,947	$	50,863
At December 31, 2022
Trade payables	$	437,382	$	-	$	-	$	-
Accounts payable and accrued expenses		-		503,874		-		-
Related parties		-		165,280		-		-
Leasing liabilities		33,569		35,360		167,284		50,862
Financial debt		10,424		24,606		28,535		3,940
	$	481,375	$	729,120	$	195,819	$	54,802

The above amounts reflect the contractual cash flows without discount, which may differ from the values registered in the liabilities on the reporting date.

26 Capital management policies and procedures

Grupo TMM’s capital management goal is to ensure the capacity of Grupo TMM to continue as a going concern and to provide its stockholders with an appropriate return on their investment. The Company monitors capital based on the carrying value plus its financial debt.

The Company sets its capital amount proportionate to its overall financing structure, meaning, the capital and financial liabilities that are not loans. Grupo TMM manages the capital structure and makes adjustments in light of changes in the economic conditions and the associated risks of the underlying assets. In order to maintain or adjust the capital structure, Grupo TMM may adjust the amount of capital reimbursements to stockholders, or issue new shares or sell assets to reduce its financial debt.

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As of December 31, 2023, and 2022, the capital management was summarized as follows:

	2023			2022
Stockholders’ equity	$	1,974,377		$	1,801,024
Cash and cash equivalents		(100,044	)		(96,792	)
Stockholders’ equity, net	$	1,874,333		$	1,704,232
Total financial debt	$	76,513		$	67,505
Leasing liabilities		167,579			287,075
Overall financing	$	244,092		$	354,580
Capital-to-overall financing ratio		7.69			4.81

27 Contingencies

a) RPS Claim

On August 7, 2007, Transportación Marítima Mexicana, S.A. de C.V. (‘TMM’) filed a claim for arbitration against Refined Product Services (“RPS”) for US$50 thousand, f(approximately $845) or various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for US$3.0 million, (approximately $50,681) for alleged faults and lack of maintenance involving the tanker vessel Palenque, and also consequential damages for having lost a contract while the vessel was being repaired. The consolidated financial statements did not present any significant claims for payments of loss (RPS) during 2023 and 2022, and up to the authorization date hereof.

The Company’s Management and its legal advisors consider the position against this countersuit is strong, as there are sufficient elements and arguments for defense, also the amount claimed by RPS would appear to be excessive and for non-supported issues.

b) Tax liabilities determined on TMM

On February 5, 2020, TMM filed a lawsuit against the resolutions that determined several tax credits for alleged omissions of Income Tax and VAT withholdings to foreign residents, corresponding to the 2014 fiscal year, as of the date of the consolidated financial statements, it is still under study.

c) Motions for Annulment against various tax provisions

During 2017 and 2016, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT), on the rejection of deductions (tax year 2007), modifications to the Consolidation Regime for controlled companies (tax year 2005), deferred income tax on consolidation (tax year 2010), and the termination of the consolidation regime (tax year 2013). It should be noted that all jurisdictional instances have been resorted to, including the revaluation of the determinants is being considered for a negotiation in favor of the Group’s interests; at the date of the consolidated financial statements it is still under study.

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d) Other legal proceedings

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

e) Operations with related parties

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

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

The Company has significant transactions and relations with related parties, for which the Company holds documentation that confirms the terms of these transactions were conducted in 2022 similarly to transactions between unrelated parties. The Company and its subsidiaries are in the process of completing this study for 2023.

f) Other legislation

Grupo TMM and Subsidiaries are subject to the laws and ordinances of other countries, as well as international regulations governing maritime transportation and the observance of safety and environmental regulations.

28 Subsequent events to the reporting date

No adjusting or significant non-adjusting events have occurred between the 31 December reporting date and the date of authorization.

29
Authorization of the consolidated financial statements

The consolidated financial statements of the Company were authorized by Verónica Tego on August 1, 2024, in her capacity as Director of Administration and Finance, as well as by the Board of Directors on the same date, to be issued and subsequently approved by the General Stockholders’ Meeting, which has the authority to modify the accompanying consolidated financial statements.

EX-2.5

Exhibit 2.5

DESCRIPTION OF SECURITIES REGISTERED

UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2023, Grupo TMM, S.A.B. (the “Company,” “we,” “us,” and “our”) had the following classes of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) nominative common shares without par value (“Shares”), (2) Ordinary Participation Certificates (Certificados de Participación Ordinaria) (“CPOs”), each representing one Share, and (3) American Depositary Shares (“ADSs”), each representing five CPOs. Our Shares are listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V. or the “Bolsa”) and trade under the symbol TMM A. Our CPOs do not trade independently of the Shares on the Bolsa. Our ADSs trade in the United States on the Over-the-Counter (“OTC”) market under the symbol GTMAY.

As of December 31, 2023, we had 174,553,127 Shares outstanding, including 15,361,745 Shares underlying our CPOs.

Disclosures under the following items are not applicable to us and have been omitted: other rights (Item 9.A.7. of Form 20-F), debt securities (Item 12.A of Form 20-F), warrants and rights (Item 12.B. of Form 20-F), and other securities (Item 12.C of Form 20-F). Capitalized terms used but not defined herein have the meanings given to them in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

1. Shares

A. General

Below is a brief summary of certain significant provisions of our current Bylaws (Estatutos Sociales) and Mexican law relating to the Shares. It does not purport to be complete and is qualified in its entirety by reference to the Bylaws themselves and applicable provisions of Mexican law in effect as of the date of the Annual Report to which this exhibit forms a part, including the General Law of Mercantile Companies (Ley General de Sociedades Mercantiles) and the Mexican Securities Law (Ley del Mercado de Valores). An English translation of our Bylaws has been filed with the SEC as an exhibit to our Annual Report to which this exhibit is attached.

B. Type and Class of Securities

Our total capital stock consists of 176,130,827 Shares, which are nominative common shares without par value. The amount of Shares issued and outstanding as of the last day of the financial year covered by the Annual Report to which this exhibit is attached is given on the cover page of the Annual Report. All Shares confer the same rights on their holders, with each Share entitling the holder to one vote at any meeting of shareholders.

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

C. Preemptive Rights

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

D. Limitations or Qualifications

Mexican law and Article 7 of our Bylaws provide that Shares may be owned only by holders that qualify as Mexican investors as defined in the Foreign Investment Law (Ley de Inversión Extranjera). Any acquisition of Shares by a foreign investor in violation of these provisions would be null and void.

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

E. Dividends and Distributions

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

F. Voting Rights, Shareholders’ Meetings and Certain Minority Rights

Shares, when properly issued, are fully voting shares of capital stock without par value. Shareholders are entitled to vote on all matters at ordinary or extraordinary shareholders’ meetings. Each Share entitles the holder to one vote at any ordinary or extraordinary shareholders’ meeting. Extraordinary meetings are those called to consider certain matters specified in Article 182 of the General Law of Mercantile Companies, such as changes to our Bylaws, liquidation, or mergers and other corporate reorganizations, spin-offs, or the de-listing of the Shares from the Mexican Stock Exchange or any foreign stock exchange. Ordinary meetings are meetings called to consider all other matters not reserved for extraordinary meetings.

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

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

Position in the Board of Directors	Term
Chairman	7 years
First Vice-Chairman	7 years
Second Vice-Chairman	Between 3 and 7 years (as determined at the General Shareholders’ Meeting at which he/she is elected.)
Other Directors	1 year
	Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.

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

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

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

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

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

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

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

Minority Rights Applicable to Shareholders

Holders of 10% or more of the Shares may require the Chairman of the Board of Directors or of the Audit and Corporate Practices Committee to call an Ordinary Shareholders’ Meeting.

A shareholder or group of shareholders representing at least 10% of the Shares represented at a Shareholders’ Meeting may request a postponement of voting on any matter of which they are not sufficiently informed without the need for a new call. This right may be exercised only once for the same matter.

A shareholder or group of shareholders representing at least 20% or more of the Shares may oppose in court the resolutions of the Ordinary Shareholders’ Meetings, provided: (i) the complaint is filed within the 15 days following the adjournment of the Shareholders’ Meeting, (ii) the plaintiffs have not attended the Shareholders’ Meeting or they have cast their vote against the resolution, and (iii) the complaint states the clause of the Company’s Bylaws or of the legal norm violated, as well as a description of the violation.

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

Minority Rights Applicable to Shareholders, CPO holders and the CPO Trustee

A shareholder, or group of shareholders representing at least 5% or more of the Shares, may exercise a derivative action for civil liability against the directors and relevant officers of the Company, provided the complaint includes the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the capital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.

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

G. Acquisitions of Share Capital and Change of Control

On December 20, 2006, the Company amended Article 14 of its Bylaws to provide that the consent of the Board of Directors would be required for acquisitions that would result in any person or group of persons acquiring 5% or more of our Shares whether in a single transaction or in several simultaneous or successive transactions, notwithstanding the number of shares that such person may own at such time. If the approval process is not complied with, the acquirer will not be entitled to vote the acquired Shares. The approval process will apply only to direct acquisitions of Shares and not to CPOs and ADSs. In addition, the acquisition of Shares by any Mexican national may also be subject to the applicable provisions of Mexican antitrust laws.

The Board is required to decide on any request for authorization to acquire 5% or more of our Shares within a period of three months following the request and to take into account certain criteria as set forth in our Bylaws that relates to the consequences affecting the Company by such acquisition. Notwithstanding this restriction, in the event of a public offering for the acquisition of 100% of our Shares, no authorization by the Board of Directors in connection with such public offering is necessary and the Board of Directors is required by law to render an opinion related to the terms and conditions of such public offering, which opinion is to be rendered pursuant to applicable regulations. Our Bylaws provide that any amendment to the aforementioned provision may only be approved at a General Extraordinary Shareholders’ Meeting, at which shares representing 5% or more of the capital stock of the Company have not voted against.

On June 4, 2008, Article 14 of the Company’s Bylaws was further modified at the General Shareholder’s Meeting. These modifications added further restrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire 5% or more of the Company’s shares.

Apart from the Board notification and authorization provisions of Article 14 of our Bylaws described above, there are no provisions in our Bylaws governing the ownership threshold above which shareholder ownership must be disclosed.

H. Share Repurchases and Redemptions

Pursuant to Article 12 of the Company’s Bylaws, we may repurchase our Shares so long as the repurchases are carried out on the Mexican Stock Exchange at the then-prevailing market price, or the price offered in a public tender or auction authorized by the National Banking and Securities Commission. Any such repurchase must be in accordance with the requirements established by the Board, and the amount available to repurchase shares must be approved by the shareholders at an Ordinary Shareholders’ Meeting. Further, the Company must be current with the payment of its obligations under any debt instruments registered in the National Securities Registry, and the repurchase must not result in a failure of the Company to comply with the listing standards of the Mexican Stock Exchange. During the period in which we own the repurchased Shares, we will not be entitled to exercise the voting and economic rights corresponding to such Shares, and such Shares are not deemed to be outstanding for purposes of calculating any quorum or vote at any shareholders’ meeting during such period.

Subject to compliance with the requirements of Article 10 of our Bylaws and the General Law of Mercantile Companies, our Shares may be proportionally redeemed upon approval of the shareholders at an Extraordinary Shareholders’ Meeting.

I. Changes in Capital Stock

Increases and reductions in our capital stock must be approved at an Extraordinary Shareholders’ Meeting, subject to the provisions of our Bylaws and the General Law of Mercantile Companies. In case of a capital increase, except in the case of treasury shares (in which case no preemptive rights applies), the holders of Shares have the preemptive right to subscribe for the new shares issued as a result of a capital increase, in proportion to the number of Shares owned by each of them. Any reduction in the capital stock shall be performed by means of the cancellation of Shares for such an amount that permits the proportional redemption of Shares of all the shareholders who possess Shares representing the capital stock of the Corporation.

J. Liquidation Rights

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

K. Withdrawal Rights

Whenever a shareholders’ meeting approves a change of corporate purpose, change of domicile or restructuring from one type of corporate form to another, any shareholder who has voted against such change or restructuring has the right to withdraw as a shareholder and receive an amount equal to the book value of its shares (in accordance with our latest balance sheet approved by the Annual Ordinary Shareholders’ Meeting), provided such shareholder exercises its right to withdraw during the 15-day period following the meeting at which such change or restructuring was approved.

L. Conflicts of Interest

Under Mexican law, any shareholder whose interests conflict with the interests of the Company with respect to any transaction is obligated to disclose such conflict and is prohibited from voting on that transaction. A shareholder who violates this prohibition may be liable for damages, but only if the relevant transaction would not have been approved without that shareholder’s vote.

M. Mandatory Repurchase Obligation

Mexican securities regulations obligate us to make a public offer for the purchase of our Shares if our registration with the Mexican securities registry is canceled, whether by order of the Mexican securities authority (Comisión Nacional Bancaria y de Valores or “CNBV”) or pursuant to a resolution adopted at an Extraordinary Shareholders’ Meeting with the approval of at least 95% of our shareholders. The minimum price at which we must purchase our Shares is the higher of: (i) the average of the closing price per Share during the previous 30 days on which the Shares were traded on the Mexican Stock Exchange, or (ii) the book value per Share, as reflected in the most recent quarterly report filed with the CNBV and the Mexican Stock Exchange prior to the offer date.

In accordance with applicable Mexican law, our Board of Directors will announce publicly its opinion regarding the price of the offer and any conflicts of interests that members of the Board may have regarding the offer. If following the conclusion of the public offering there remain outstanding Shares held by investors who did not participate in the offer, we will be required to establish and maintain for a six-month period a trust containing sufficient proceeds to purchase the remaining Shares outstanding.

2. Ordinary Participation Certificates

A. General

We contributed Shares of our capital stock to the Master Neutral Investment Trust (Fideicomiso Maestro de Inversion Neutra) (the “CPO Trust”) established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables), or CPOs, that correspond to our Shares. One CPO may be issued for each of our Shares contributed to the CPO Trust. The Company’s CPOs are registered only in connection with the registration of the Company’s ADSs, pursuant to SEC requirements, and are not for trading.

The CPO Trust operates through Indeval, the central depositary for shares trading on the Bolsa. The principal executive office of the CPO Trustee is located at Insurgentes Sur 1971, Col. Guadalupe Inn, C.P. 01020 Mexico, D.F., Mexico. As of December 31, 2023, a total of 15,361,745 Shares were held by the CPO Trust.

Below is a summary description of the material terms of our CPOs. It does not purport to be complete and is qualified in its entirety by reference to the CPO Trust Agreement, an English translation of which has been filed with the SEC as an exhibit to our Annual Report to which this exhibit is attached.

B. Limitations and Qualifications

Mexican and non-Mexican investors may hold CPOs without restrictions of any kind. However, CPOs constitute separate negotiable instruments different and apart from our Shares, and afford to their holders only economic rights attaching to Shares. Consequently, holders of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant shareholders’ meeting.

We note that because CPOs are negotiable instruments separate and apart from Shares of the Company, holders of CPOs do not qualify as shareholders, and may not exercise the minority rights afforded by the General Law of Mercantile Companies and Mexican Securities Law of the United Mexican States, except for the right to exercise a derivative action for civil liability against the Directors and relevant officers of the Company or its subsidiaries. The right to bring a such an action is available to a holder of CPOs who alone or together with a group of shareholders, CPO holders and ADS holders holds Shares, CPOs or ADSs representing at least 5% or more of the Shares, provided the complaint includes the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the capital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.

Appraisal rights will not be available to holders of CPOs. The CPO Trust does not contain any provision granting CPO holders the right to inspect the transfer books of the CPO Trust and the list of holders of CPOs. The CPO Trust does not provide CPO holders with the right to receive Company notices, reports and proxy soliciting material.

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

C. Dividends, Distributions and Other Rights

Each CPO represents financial interests in one Share. Holders of CPOs will share equally on a per Share basis in any dividend declared by our shareholders or other distribution of the Company’s profits. Cash dividends on the Shares received by the CPO Trustee will be distributed to CPO holders in proportion to their holdings. Dividends in Shares received by the CPO Trustee will be retained in the CPO Trust and the CPO Trustee will deliver additional CPOs representing those Shares to the CPO holders in proportion to their holdings.

The CPO Trustee will subscribe for capital increases offered by the Company to holders of CPOs to the extent that holders of CPOs so request and timely furnish to the CPO Trustee sufficient funds for that purpose.

D. Fees and Expenses of CPO Trustee and Indeval

The fees and expenses of the CPO Trustee for administration of the CPO Trust and amounts payable to Indeval as depositary for the Shares are paid by the Company.

E. Liability of the CPO Trustee

The CPO Trustee is not responsible for acts performed by it in compliance with the instructions of the Technical Committee of the CPO Trust, and it is not responsible for failing to comply with instructions of the Technical Committee that are unlawful or contrary to the terms of the CPO Trust Agreement

F. Termination of the CPO Trust

The term of the CPO Trust is the maximum term allowed by Mexican law, which currently is 50 years; the CPO Trust may be terminated prior to the end of its term upon recommendation by the Technical Committee of the CPO Trust, by a resolution adopted by a meeting of CPO holders. Prior to its termination date, the CPO Trustee will sell Shares held by the CPO Trust, and deliver the proceeds thereof to CPO holders in proportion to their respective CPO holdings. Alternatively, we may establish a new trust to enable continued foreign equity participation in the Company. Although, we will endeavor to establish a new trust to substitute the CPO Trust, no assurance can be made that we will in fact establish or be able to establish such new trust.

3. American Depositary Shares.

A. General

The Company has registered ADSs, which are represented by American Depositary Receipts (“ADRs”). The Bank of New York Mellon, a New York banking institution with headquarters at 240 Greenwich Street, New York, NY 10286, serves as the depositary (the “Depositary”) and registers and delivers ADSs. The Mexican custodian for the Depositary is Indeval (the “Custodian”). They are open to inspection by owners and holders during business hours.

In the United States, our ADSs, each representing five CPOs, trade on the OTC market under the ticker symbol GTMAY. As of December 31, 2023, we had 174,553,127 outstanding Shares, 15,361,745 of which were held in the form of ADSs.

The Depositary will be the holder of the Shares underlying an ADS holder’s ADSs. The Deposit Agreement sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs. The Company will not treat an ADS holder as one of its shareholders and an ADS Holder will not have shareholder rights. Mexican law governs shareholder rights. To exercise any shareholder rights directly, an ADS holder would need to surrender their ADSs and become a direct shareholder of the Company.

Below is a summary description of certain material terms of our ADSs. It does not purport to be complete and is qualified in its entirety by reference to the Deposit Agreement, which has been filed with the SEC as an exhibit to our Annual Report to which this exhibit is attached.

B. Dividends and Other Distributions.

The Depositary has agreed to pay ADS holders the cash dividends or other distributions it or the custodian receives on Shares or other deposited securities, after deducting its fees and expenses. An ADS holder will receive these distributions in proportion to the number of Shares their ADSs represent.

• Cash. The Depositary will convert any cash dividend or other cash distribution the Company pays on the Shares into U.S. dollars. Before making a distribution, the Depositary will deduct any withholding taxes that must be paid.

• Distributions in CPOs.If any distribution consists of a dividend in CPOs, the Depositary may deliver to the CPOs in proportion to the number of ADSs held by an ADS holder. In lieu of delivering fractional ADSs, the Depositary shall use reasonable efforts to sell the amount of CPOs (or Shares underlying the amount of CPOs) represented by the aggregate of such fractions and distribute the net proceeds.

• Rights to Purchase Additional Shares. If the Company offers holders of its securities any rights to subscribe for additional shares or any other rights, the Depositary may, after consultation with the Company, make these rights available to ADS holders.

C. Voting Rights.

An ADS holder will not be entitled to attend shareholder’s meetings, but it may instruct the Depositary to vote the Shares underlying their ADSs. The Depositary will notify the ADS holder of the upcoming vote and arrange to deliver the Company’s voting materials. The Depositary shall not vote other than in accordance with the ADS holder’ instructions.

The Company cannot assure an ADS holder that it will receive the voting materials in time to ensure that it can instruct the Depositary to vote their Shares. This means that an ADS holder may not be able to exercise their right to vote and there may be nothing it can do if their Shares are not voted as it requested.

D. Notices, Reports and Proxy Solicitations; Inspections

The Depositary will make available for inspection by ADS holders at its corporate office any reports, notices and other communications, including any proxy soliciting material, received from the Company or the CPO Trustee which are both (a) received by the Depositary as the holder of deposited CPOs and (b) made generally available to the holders of CPOs by the Company or the CPO Trustee. The Depositary will also, upon written request by the Company, send to ADS holders copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English to the extent such materials are required to be translated into English pursuant to SEC regulations.

The Depositary will keep books, at its corporate office, for the registration and transfer of ADSs which at all reasonable times shall be open for inspection by ADS holders.

E. Reclassifications, Recapitalizations, or Mergers

Upon any change in par value, split-up, recapitalization, reorganization, merger, consolidation, or sale of assets affecting the Company, any securities received by the Depositary in exchange for or in conversion of such securities will be treated as additional securities.

F. Transfers and Withdrawals

Subject to the terms and conditionso of the Deposit Agreement, upon surrender to the Depositary of ADSs and payment of any applicable fees, taxes or other expenses, an ADS holder is entitled to delivery, to him or as instructed, of the amount of CPOs at the time represented by those ADSs. Delivery of CPOs may be made by the delivery of (a) certificates or account transfer in the name of the ADS holder or as ordered by him, with proper endorsement or accompanied by proper instruments or instructions of transfer and (b) any other securities, property and cash to which the ADS holder is then entitled.

Transfers of ADSs may be registered on the books of the Depositary by the ADS holder in person or by a duly authorized attorney, upon surrender of those ADSs properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of an ADR, or pursuant to a proper instruction, in the case of uncertificated ADSs, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose.

As a condition precedent to the delivery, registration of transfer, or surrender of any ADSs or split-up or combination of any ADR or withdrawal of any deposited CPOs, the Depositary, the Custodian, or registrar may require:

• payment from the depositor of CPOs or the presenter of the ADR or instruction for registration of transfer or surrender of ADSs not evidenced by an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs being deposited or withdrawn);

• payment of any applicable fees as provided in the Deposit Agreement;

• the production of proof satisfactory to it as to the identity and genuineness of any signature; and

• compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.

The delivery of ADSs against deposit of CPOs generally or against deposit of particular CPOs may be suspended, or the transfer of ADSs in particular instances may be refused, or the registration of transfer of outstanding ADSs generally may be suspended, during any period when the transfer books of the Depositary or the CPO Trust or foreign registrar are closed, or if any such action is deemed necessary or advisable by the Depositary, the CPO Trustee, the Company or its foreign registrar at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or any securities exchange on which the ADSs or CPOs are listed, or under any provision of the Deposit Agreement, or for any other reason, except that the surrender of outstanding ADSs and withdrawal of CPOs may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the CPO Trust, the Company or the foreign registrar, if applicable, or the deposit of CPOs in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the CPOs.

G. Amendment and Termination

The Deposit Agreement may at any time be amended by the Company and the Depositary without the consent of ADS holders. In no event shall any amendment impair the right of the ADS holder to surrender ADSs and receive therefor the deposited securities represented thereby, except as required to comply with applicable law.

After termination, the Depositary and its agents will do the following under the Deposit Agreement but nothing else: (a) collect distributions on the deposited securities, (b) sell rights and other property and (c) deliver Shares, dividends and other distributions, proceeds of any sale and other deposited securities upon surrender of ADSs.

H. Limitation of Liability

The Deposit Agreement expressly limits the Company’s obligations and the obligations of the Depositary. It also limits the Company’s liability and the liability of the Depositary. Each of the Company and the Depositary are not liable:

• if it is prevented or delayed by law or circumstances beyond its control from performing its obligations under the Deposit Agreement;

• if it exercises discretion permitted under the Deposit Agreement;

• for the inability of any ADS holder to benefit from any distribution, offering, right or other benefit which is not expressly made available to ADS holders; and

• for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.

EX-8.1

EXHIBIT 8.1

List of Significant Subsidiaries

Name	Jurisdiction of Incorporation	Name under which they do business
Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)	Mexico	ATL
TMM Logistics, S.A. de C.V. (Logistics)	Mexico	TMML
Transportación Marítima Mexicana, S.A. de C.V. (Product and parcel tankers, offshore vessels, and specialized vessels)	Mexico	TMM
Prestadora de Servicios MTR, S.A.de C.V. (Ports)	Mexico	MTR
Bimonte, S.A. de C.V. (Ports)	Mexico	BIMONTE
Services and Solutions Optimus, S. de R.L. de C.V. (Ports)	Mexico	OPTIMUS
Administradora Marítima TMM, S.A.P.I. de C.V. (Shipping Agencies)	Mexico	AMTMM
TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)	Mexico	TMMPT
Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)	Mexico	ADEMSA
Saricogui Logística, S.A.P.I. de C.V. (Warehousing)	Mexico	SARICOGUI
Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)	Mexico	IDN
Operadora Portuaria de Tuxpan, S.A. de C.V. (Ports)	Mexico	OPT

EX-12.1

EXHIBIT 12.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Vanessa Serrano Cuevas, certify that:

1. I have reviewed this annual report on Form 20-F of Grupo TMM, S.A.B.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: August 1, 2024
	/s/ Vanessa Serrano Cuevas
	Vanessa Serrano Cuevas
	Chief Executive Officer

EX-12.2

EXHIBIT 12.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Verónica Tego Sánchez, certify that:

1. I have reviewed this annual report on Form 20-F of Grupo TMM, S.A.B.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: August 1, 2024
	/s/ Verónica Tego Sánchez
	Verónica Tego Sánchez
	Chief Financial Officer

EX-13.1

EXHIBIT 13.1

GRUPO TMM, S.A.B.

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Vanessa Serrano Cuevas, the Chief Executive Officer of Grupo TMM, S.A.B. (the “Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. the Company’s annual report on Form 20-F for the year ended December 31, 2023, to which this statement is filed as an exhibit (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2024
	/s/ Vanessa Serrano Cuevas
	Vanessa Serrano Cuevas
	Chief Executive Officer

EX-13.2

EXHIBIT 13.2

GRUPO TMM, S.A.B.

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Luis Rodolfo Capitanachi Dagdug, the Chief Financial Officer of Grupo TMM, S.A.B. (the “Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. the Company’s annual report on Form 20-F for the year ended December 31, 2023, to which this statement is filed as an exhibit (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2024
	/s/ Verónica Tego Sánchez
	Verónica Tego Sánchez
	Chief Financial Officer

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2023 shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	333-14194
Entity Registrant Name	GRUPO TMM SAB
Entity Central Index Key	0001163560
Entity Incorporation, State or Country Code	O5
Entity Address, Address Line One	Lago Alberto No. 442, P.5.
Entity Address, Address Line Two	Colonia Anáhuac
Entity Address, Postal Zip Code	11320
Entity Address, City or Town	México City
Entity Address, Country	MX
Title of 12(g) Security	American Depositary Shares
Entity Common Stock, Shares Outstanding	174,553,127
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Auditor Firm ID	1245
Auditor Name	Grant Thornton, S.C.
Auditor Location	Mexico City, Mexico
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Lago Alberto No. 442, P.5.
Entity Address, Address Line Two	Colonia Anáhuac
Entity Address, Postal Zip Code	11320
Entity Address, City or Town	México City
Entity Address, Country	MX
City Area Code	5255
Local Phone Number	5629 8866
Contact Personnel Email Address	veronica.tego@tmm.com.mx
Contact Personnel Name	Verónica Tego Sánchez

XML

Consolidated statements of financial position - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current
Cash and cash equivalents (Note 6)	$ 98,379	$ 94,733
Restricted cash (Note 6)	1,665	2,059
Trade receivables, net (Note 7)	307,753	439,859
Other accounts receivable (Note 8)	214,091	337,095
Related parties (Note 14)	70,078	71,123
Materials and supplies	43,505	51,261
Prepayments	144,700	3,142
Assets classified as held for sale (Note 9)	0	272,500
Total current assets	880,171	1,271,772
Non-current
Other accounts receivable non-current (Note 8)	195,473	273,314
Property and equipment, net (Note 9)	1,826,132	1,490,771
Right-of-use assets, net (Note 10)	147,951	268,938
Intangible assets (Note 11)	160,116	157,453
Other non-current assets	56,987	39,136
Total non-current assets	2,386,659	2,229,612
Total assets	3,266,830	3,501,384
Short-term
Short-term portion of the financial debt (Note 13)	64,139	35,030
Short-term leases liabilities (Note 10)	67,143	68,929
Trade payables	350,653	437,382
Accounts payable and accrued expenses (Note 15)	340,744	503,874
Related parties (Note 14)	147,098	165,280
Total short-term liabilities	969,777	1,210,495
Long-term
Long-term portion of the financial debt (Note 13)	12,374	32,475
Long-term lease liabilities (Note 10)	100,436	218,146
Employee benefits (Note 22)	77,390	84,652
Deferred income tax (Note 20)	132,476	154,592
Total long-term liabilities	322,676	489,865
Total liabilities	1,292,453	1,700,360
Stockholders' equity (Note 16):
Share capital	2,368,711	2,216,733
Treasury shares	(46,805)	(46,805)
Accumulated results	(1,081,934)	(1,131,283)
Other components of equity	705,851	729,092
Controlling interest	1,945,823	1,767,737
Non-controlling interest	28,554	33,287
Total stockholders' equity	1,974,377	1,801,024
Total liabilities and stockholders' equity	$ 3,266,830	$ 3,501,384

XML

Consolidated statements of profit or loss - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Consolidated statements of profit or loss [Abstract]
Revenue from transportation (Note 17)	$ 1,218,647	$ 1,683,056	$ 1,351,713
Costs and expenses:
Salaries, wages and employee benefits (Note 22)	274,954	285,316	253,135
Leases of properties and equipment (Note 10)	531,468	700,449	565,371
Operative and administrative services	217,596	345,215	292,423
Fuel, materials and supplies	81,827	194,029	147,461
Depreciation, amortization and loss from revaluation	125,122	99,519	117,202
Other costs and expenses	16,776	15,639	16,842
Total costs and expenses	1,247,743	1,640,167	1,392,434
Transportation profit (loss)	(29,096)	42,889	(40,721)
Other income (expenses) (Note 18)	65,787	(10,378)	(169,343)
Operating profit (loss)	36,691	32,511	(210,064)
Comprehensive financing cost:
Interest income	2,049	533	266
Interest expense and other financial costs (Note 19)	(63,066)	(61,563)	(62,576)
Exchange gain (loss), net	19,584	(169)	3,177
Total comprehensive financing cost	(41,433)	(61,199)	(59,133)
Loss before taxes	(4,742)	(28,688)	(269,197)
Income tax benefit (Note 20)	20,200	29,591	21,143
Net income (loss) for the year	15,458	903	(248,054)
Attributable to:
Non-controlling interest	(4,733)	(2,638)	(5,482)
Controlling interest	$ 20,191	$ 3,541	$ (242,572)
Earning per share for the year (Note 23)
Income (loss) per share for the year (in dollars per share)	$ 0.169	$ 0.03	$ (2.031)
Weighted average number of shares for the year (in shares)	119,433,910	119,433,910	119,433,910

XML

Consolidated statements of comprehensive income - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Consolidated statements of comprehensive income [Abstract]
Net income (loss) for the year	$ 15,458	$ 903	$ (248,054)
Items that will not be subsequently reclassified to profit or loss
Actuarial gains, net (Note 22)	8,453	31,121	33,691
Revaluation deficit (Note 24)	0	(58,231)	(291,200)
Income tax on other comprehensive income	(2,536)	8,133	77,253
Total of other comprehensive income for the year	5,917	(18,977)	(180,256)
Comprehensive income (loss) for the year	21,375	(18,074)	(428,310)
Attributable to:
Non-controlling interest	(4,733)	(2,638)	(5,482)
Controlling interest	$ 26,108	$ (15,436)	$ (422,828)

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Consolidated statements of changes in stockholders' equity - MXN ($) $ in Thousands	Total	Share Capital [Member]	Treasury Shares [Member]	Accumulated Losses [Member]	Other Components of Equity [Member]	Subtotal [Member]	Non Controlling Interest [Member]	Number of Outstanding Common Shares [Member]
Balance, beginning of period at Dec. 31, 2020	$ 2,247,408	$ 2,216,733	$ (46,805)	$ (963,602)	$ 999,675	$ 2,206,001	$ 41,407
Balance, beginning of period (in shares) at Dec. 31, 2020								102,182,841
Net income (loss) for the year	(248,054)	0	0	(242,572)	0	(242,572)	(5,482)
Other comprehensive (loss) income	(180,256)	0	0	40,951	(221,207)	(180,256)	0
Comprehensive (loss) income for the year	(428,310)					(422,828)	(5,482)
Balance, end of period at Dec. 31, 2021	1,819,098	2,216,733	(46,805)	(1,165,223)	778,468	1,783,173	35,925
Balance, end of period (in shares) at Dec. 31, 2021								102,182,841
Net income (loss) for the year	903	0	0	3,541	0	3,541	(2,638)
Other comprehensive (loss) income	(18,977)	0	0	30,399	(49,376)	(18,977)	0
Comprehensive (loss) income for the year	(18,074)					(15,436)	(2,638)
Balance, end of period at Dec. 31, 2022	$ 1,801,024	2,216,733	(46,805)	(1,131,283)	729,092	1,767,737	33,287
Balance, end of period (in shares) at Dec. 31, 2022	102,182,841							102,182,841
Capital increase (Note 16)	$ 151,978	151,978	0	0	0	151,978	0
Capital increase (Note 16) (in shares)								72,370,286
Net income (loss) for the year	15,458	0	0	20,191	0	20,191	(4,733)
Other comprehensive (loss) income	5,917	0	0	29,158	(23,241)	5,917	0
Comprehensive (loss) income for the year	21,375					26,108	(4,733)
Balance, end of period at Dec. 31, 2023	$ 1,974,377	$ 2,368,711	$ (46,805)	$ (1,081,934)	$ 705,851	$ 1,945,823	$ 28,554
Balance, end of period (in shares) at Dec. 31, 2023	174,553,127							174,553,127

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Consolidated statements of cash flow - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Loss before taxes	$ (4,742)	$ (28,688)	$ (269,197)
Adjustments to reconcile the profit with cash used in operating activities:
Depreciation, amortization and loss from revaluation	125,122	99,519	117,202
Other amortizations	8,736	7,277	199
Loss from the disposal of property and equipment, net	0	57,804	132,956
Gain from the sale of subsidiaries	(3,676)	0	0
Interest expense	54,484	55,891	59,164
Interest income	(2,049)	(533)	(266)
Unrealized exchange loss, net	5,267	1,479	4,531
Changes in assets and liabilities:
Restricted cash release	394	9,344	0
Trade receivables	132,106	(45,804)	(256,724)
Other accounts receivable and related parties	70,994	(19,171)	60,081
Materials and supplies	7,756	11,273	(8,681)
Prepayments	(28,844)	3,507	25,816
Other non-current assets	(20,514)	7,698	(21,550)
Accounts payable and accrued expenses	(248,790)	34,183	129,454
Employee benefits	(7,262)	(17,723)	(51,108)
Total adjustments	93,724	204,744	191,074
Cash from (used in) operating activities	88,982	176,056	(78,123)
Cash from investing activities
Proceeds from sale of property, vessels and equipment	0	8,853	96,736
Acquisition of property and equipment	(131,345)	(25,231)	(75,468)
Sale of subsidiaries, net	10,000	0	0
Interest received	2,049	533	266
Cash (used in) from investing activities	(119,296)	(15,845)	21,534
Cash flow from financing activities
Restricted cash release	0	36,800	0
Capital increase	151,978	0	0
Increase of debt	28,068	4,300	46,133
Payments (increase) of debt related parties	(18,584)	3,550	46,215
Payments of debt	(24,027)	(35,504)	(29,781)
Lease payments	(78,437)	(97,807)	(52,250)
Interest paid	(8,360)	(8,571)	(9,487)
Cash from (used in) financing activities	50,638	(97,232)	830
Exchange effect on cash	(16,678)	(7,813)	(9,984)
Increase (decrease) in cash and cash equivalents	3,646	55,166	(65,743)
Cash and cash equivalents, beginning of year	94,733	39,567	105,310
Cash and cash equivalents, end of year	98,379	94,733	39,567
Supplementary information:
Income tax paid	$ 4,452	$ 3,173	$ 7,015

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Nature of operations

12 Months Ended

Dec. 31, 2023

Nature of operations [Abstract]

Nature of operations

1 Nature of operations

Principal activity

Grupo TMM, S.A.B. (‘Grupo TMM’ or the ‘Company’) is a Mexican company whose principal activity is providing multimodal transport and logistics services to premium customers throughout Mexico.

The Company’s activities are grouped into the following service divisions:

• Specialized Maritime: includes specialized offshore shipping services, clean oil, and chemical products shipping, bulk carrier, shipping agency services and other activities related to the maritime transportation business.

• Maritime infrastructure: correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard).

• Logistics, ports and terminals: includes the operations of logistics solutions services and container and railcar maintenance and repair services, inland and seaport terminal services.

• Warehousing: includes bonded warehouse operations and management.

Labor reform on holidays

On December 27, 2022, the Decree reforming articles 76 and 78 of the Federal Labor Law regarding vacations was published in the Official Gazette of the Federation, which is effective on January 1, 2023. The main change derived from this reform is to extend the vacation periods for employees by increasing the minimum period by 6 additional days, and to adjust the mechanics of subsequent annual increases.

The effect of the aforementioned modification was not significant for the financial position and results of the Company.

Structure of Grupo TMM

At December 31, 2023 and 2022, Grupo TMM holds the percentage of equity interest in various subsidiaries, the most significant are as follows:

	% of ownership
	2023			2022
Specialized maritime
Transportación Marítima Mexicana, S.A. de C.V.		100	%		100	%
Administradora Marítima TMM, S.A.P.I. de C.V.		100	%		100	%
TMM Parcel Tankers, S.A. de C.V.		100	%		100	%
Maritime infrastructure
Inmobiliaria Dos Naciones, S. de R.L. de C.V.		100	%		100	%
Warehousing
Almacenadora de Depósito Moderno, S.A. de C.V. (Almacén General de Depósito)		100	%		100	%
Saricogui Logística, S.A.P.I. de C.V.		100	%		-
TMM Almacenadora, S.A.P.I. de C.V.		-			100	%
Logistics, ports and terminals
TMM Logistics, S.A. de C.V.		100	%		100	%
Autotransportación y Distribución Logística, S.A. de C.V.		100	%		100	%
Prestadora de Servicios MTR, S.A. de C.V.		100	%		100	%
Bimonte, S.A. de C.V.		100	%		100	%
Caoba Energía, S. de R.L. de C.V.		100	%		100	%
Services & Solutions Optimus, S. de R.L de C.V.		100	%		100	%
Servicios Tecnológicos ST, S.A. de C.V.		-			100	%
Servicios Administrativos API Acapulco, S.A. de C.V.		51	%		51	%
Administración Portuaria Integral de Acapulco, S.A. de C.V.		51	%		51	%
Payroll outsourcing
Mexschiff Operación de Personal, S.A.P.I. de C.V.		100	%		100	%
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.		100	%		100	%
Perhafen Services Marítimos, S.A.P.I. de C.V.		100	%		100	%
TMM Dirección Corporativa, S.A.P.I. de C.V.		100	%		100	%
Perjomar Operadora, S.A.P.I. de C.V.		100	%		100	%
Property leasing
Inmobiliaria TMM, S.A. de C.V.		100	%		100	%

The Company’s subsidiaries are incorporated in Mexico, where most of their activities take place.

Non-controlling interest in subsidiaries

Grupo TMM holds an equity interest in the subsidiaries Administración Portuaria Integral de Acapulco, S.A. de C.V. (API Acapulco) and Servicios Administrativos API Acapulco, S.A. de C.V., for which there is non-controlling interest; the associated effect on the Company’s consolidated financial statements is considered immaterial. These companies are established and conduct their activities in Mexico, as of December 31, 2023 and 2022, these companies no longer have operations since the concession to operate API Acapulco was not renewed.

Investments in associates

The Company maintains investments in the following associates:

(a) In July 2014, Grupo TMM contributed $40,000 to the capital stock of Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V., which represents 21% of the voting shares. Since this entity has not started up operations as of the issue date of the consolidated financial statements, Company Management decided to reserve the investment in its entirety.

(b) The Company lost control of its Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (Marítima del Golfo) before TMM División Marítima, S.A. de C.V. in 2017, retaining 15% equity in its capital without exerting significant influence. Accordingly, this investment has been classified as an investment in associate. As of December 31, 2023, and 2022, the value of this investment is nil, since the stockholders’ equity of Marítima del Golfo is negative. Moreover, in accordance with the statutes of Marítima del Golfo, the stockholders only assume obligation in connection with their equity up to the amount thereof.

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General information and statement of compliance with IFRS

12 Months Ended

Dec. 31, 2023

General information and statement of compliance with IFRS [Abstract]

General information and statement of compliance with IFRS

2 General information and statement of compliance with IFRS

Grupo TMM’s head office is located at Lago Alberto No. 442, P.5,503-A. Col. Anáhuac, C.P. 11320, Mexico City. In addition, a significant portion of its maritime division activities is conducted at Calle 55 N° 2 Col. Electricistas, C.P. 24120, Ciudad del Carmen, Campeche.

Grupo TMM’s shares are listed on the Mexican Stock Exchange, where they trade under the symbol TMM A.  In the United States, Grupo TMM’s shares trade on the “Over-the-Counter” (‘OTC’) market in the form of American Depositary Shares (‘ADSs’) under the symbol GTMAY.

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting Standards (‘IFRS’), as issued by the International Accounting Standards Board (‘IASB’), and these are presented in thousands of Mexican pesos. Moreover, they have been prepared under the assumption that the Group operates on a going concern basis, which assumes that the Group may liquidate its liabilities on the dates they become due and payable. To confirm the validity of the use of the going concern assumption, the Company has considered the following specific factors.

Grupo TMM’s strategy focuses on strengthening businesses related to the maritime sector:

• Through the continuation of the 5 current Mud Vessels contracts, whose main activity is to provide the services of generation, conditioning, recovery and transportation of drilling fluids, which are used during the operations of drilling, repair and completion of oil wells, contributing significantly to the crude oil production activity in Offshore operations services; It is also intended to increase the customer base in maritime agency, seek efficiencies in costs and expenses in the chemical tanker segment and consolidate fuel trading operations.

• Increasing the installed capacity of its maritime infrastructure operations (shipyard in Tampico) through the addition of  new floating dry-dock starting as of the third quarter of 2024, which will allow the Company to integrate up to 94% of the potential market of offshore vessels operating in the Gulf of Mexico; in the medium term, it is planned to have an additional floating dry-dock with greater capacity that will allow servicing larger vessels and the construction of naval devices.

• Through maintaining efficient and profitable operations in Terminals, Logistics and Warehousing businesses.

• Permanent cost and expense efficiencies, seeking improvements in our operations.

• Diversification and expansion of services through strategic alliances or associations, while developing the markets in which we participate.

• Business development: taking advantage of our assets strategically located in Tuxpan, Veracruz and of the existing investment opportunities in the oil and gas storage as well as in the general cargo segments, to develop state of the art liquid and multipurpose terminals equipped with modern equipment, for the handling and storage of high quality, fast and safe goods of, among others, lubricants, fertilizers, and grains.

• Optimization of the size of personnel in accordance with the implementation of the plans described above, which will allow the financial strengthening and implementation of its short- and medium-term projects.

Based on these factors, Management reasonably expects that the Group has and will have appropriate resources to continue with its operating existence in the foreseeable future.

The Company has decided to present in its consolidated statements of income a subtotal of ‘Operating income’ which reconciles with the ‘Net profit for the year’ considering the items of ‘Comprehensive financing cost’ and ‘Income tax expense’; with regard to the subtotal of ‘Transportation loss’, the latter reconciles with the ‘Operating income’ considering the item ‘Other (expenses) income’.

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Changes in accounting policies

12 Months Ended

Dec. 31, 2023

Changes in accounting policies [Abstract]

Changes in accounting policies

3 Changes in accounting policies

New Standards adopted as of January 1, 2023

Some accounting pronouncements which have become effective from 1 January 2023 are:

• IFRS 17 ‘Insurance Contracts’

• Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4)

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

• Definition of Accounting Estimates (Amendments to IAS 8)

• International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)

These amendments do not have a significant impact on these consolidated financial statements and therefore the disclosures have not been made.

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company

At the date of authorization of these consolidated financial statements, several new, but not yet effective standards and amendments, none of which have been adopted in advance by Grupo TMM.

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

• Non-current Liabilities with Covenants (Amendments to IAS 1)

• Lack of Exchangeability (Amendments to IAS 21

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore the disclosures have not been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.

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Summary of significant accounting policies

12 Months Ended

Dec. 31, 2023

Summary of significant accounting policies [Abstract]

Summary of significant accounting policies

4 Summary of significant accounting policies

The most significant accounting policies are summarized as follows:

4.1 Basis of preparation

The Company’s financial statements have been prepared on an accrual basis and under the historical cost convention except for the revaluation of properties. Monetary amounts are expressed in Mexican pesos and are rounded to the nearest thousands, except for earnings per share.

4.2 Basis of consolidation

The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. Grupo TMM controls a subsidiary when it is exposed, or has rights, to variable returns resulting from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have the reporting date of “December 31”, for all years reported.

The balances and transactions among subsidiaries have been eliminated for the purposes of consolidation, including balances and unrealized gains on transactions between Grupo TMM’s companies. Unrealized losses on the sale of assets among the Company are eliminated in the consolidation and the asset involved is also reviewed for impairment from a group perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Non-controlling interest, presented as part of the stockholders’ equity, represents the portion of the subsidiary’s profit or loss and net assets that are not held by Grupo TMM. The Company attributes the total comprehensive income or loss of the subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.

Associates and joint ventures

Associates are all entities over which Grupo TMM has significant influence but not control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement having rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted by the equity method and are initially recognized at their acquisition cost.

The carrying amount of investments in associates and joint ventures is increased or decreased to recognize Grupo TMM’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Company.

Unrealized gains on transactions between Grupo TMM and its associates and joint ventures are eliminated to the extent of the Company’s interest on those entities. When unrealized losses are eliminated, the asset involved is also tested for impairment.

4.3 Business combinations

Grupo TMM applies the acquisition method to accounting for business combinations. The consideration transferred by Grupo TMM to obtain control of a subsidiary is calculated as the sum of the fair values on the acquisition-date of the assets transferred, liabilities incurred, and the equity interests issued by Grupo TMM, which includes, accordingly, the fair value of any asset or liability that arises from the contingent consideration arrangement. Acquisition costs are expensed as incurred.

Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were recognized in acquirer’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.

Goodwill is stated after the individual recognition of identifiable intangible assets. It is calculated as the excess of the sum of: a) the fair value of the consideration transferred, b) the amount recognized for any non-controlling interest in the entity acquired, and c) the fair value on the acquisition date of any equity interest in the acquire, over the acquisition-date the fair values of the identifiable net assets. If the fair values of the identifiable net assets exceed the sum calculated above, this excess amount (e.g. gain on a bargain purchase) is immediately recognized in profit or loss.

4.4 Climate-related issues

Risks arising from climate change issues may have future adverse effects on the Group Company’s business. These risks include transition risks (e.g., regulatory changes and reputational risks) and physical risks (even if the risk of physical damage is low due to the Company’s activities and geographic location).

The Company is currently in the process of identifying significant risks generated by climate change that could adversely and materially affect its financial statements, Management continually evaluates the impact of climate-related issues.

Assumptions could change in response to future environmental regulations, new commitments and changes in customer demand, particularly from PEMEX. If these changes are not anticipated, they could impact the Company’s future cash flows, results of operations and financial position.

4.5 Foreign currency translation

Functional and presentation currency

The consolidated financial statements are reported in Mexican pesos, which is also the functional currency of Grupo TMM.

Foreign currency balances and transactions

Foreign currency transactions are translated into the functional currency of the respective Company entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

4.6 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other highly liquid and short-term investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in their value.

4.7 Materials and supplies

Materials and supplies, consisting mainly of fuel and items for the maintenance of property and equipment and repair of containers of the Logistics, ports and terminals business and are valued at average cost and acquisition value, respectively.

4.8 Prepayments

Represent prepayments for services that will be received in the future and are amortized in the period when those services are received.

4.9 Property and equipment

Properties

The properties (land and buildings) are measured at fair value, which are determined by external professional valuers every five years or before if the market factors indicate a significant change in the fair value. The last valuation of these assets was in December 2019.

The revaluation surplus (deficit) that is derived from the valuation of properties is recognized as part of ‘Other comprehensive income items’ and forms part of ‘other capital components’ in stockholders’ equity. A revaluation surplus is credited to income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in ‘Other comprehensive income items’ and in stockholders’ equity in the item of ‘Revaluation surplus’. Revaluation write-downs or impairment losses are recognized in ‘Other comprehensive income items’ up to the amount previously recognized on that asset in stockholders’ equity in the item of ‘Revaluation surplus’.

Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders’ equity at the time of disposing of the asset that gave rise thereto is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders’ equity may not be distributed to stockholders.

The depreciation of properties is recognized using the straight-line method to write down its carrying value less its estimated residual value. As no finite useful life for land can be determined, the related carrying amounts are not depreciated.

Equipment

Equipment is stated at construction or acquisition cost, including any cost directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by Grupo TMM’s Management. Depreciation of equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value.

Recurring maintenance and repair expenditures are charged to operating expenses as incurred. Major repairs to are capitalized and amortized over the period in which benefits are expected to be received. The material residual values and the estimated useful life are adjusted as necessary, at least once a year.

Gains or losses from the disposal of property and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of ‘Other income (expenses)’, accordingly (see Note 18).

Construction in progress

Disbursements attributable to construction of assets that are identifiable and may be controlled by the Company are recognized as assets when they meet the following conditions:

● it is technically possible to complete the construction of the asset so that it can be available to be used;

● management has the intent of completing the asset to use it;

● it can be proven that the asset will generate economic benefits in the future;

● adequate technical, financial or another type of resources are available to complete the asset; and

● the disbursement attributable to the asset during its construction can be determined reliably.

4.10 Leased assets

The Company as lessee

The Company makes the use of leasing arrangements principally of warehouse, courtyards, corporate building and cranes. The rental contracts for facilities are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for cranes have lease terms of between 1 and 2 years without any extension terms. The Company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions.

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Some lease contracts contain both lease and non-lease components. These non-lease components are usually associated with facilities management services. The Company has elected to separate their lease and non-lease components based on their relative stand-alone prices.

Measurement and recognition of leases as a lessee

At lease commencement date, the Company recognizes a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability.

The Company depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Company’s incremental borrowing rate on the date of the revaluation when the implicit lease rate cannot be easily determined.

Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term. The revised lease payments are discounted using the Company’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset.

Payments under leases can also change when change through an index or a rate used to determine those payments. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

The Company as lessor

As a lessor the Company classifies its leases as either operating or finance leases.

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

4.11 Intangible assets

Recognition of intangible assets

Software

Software licenses acquired are capitalized on the basis of costs incurred to acquire and install the specific software.

Trademark

The trademark acquired in a business combination that qualifies for separate recognition is considered an intangible asset and is recorded at its fair value.

Subsequent measuring

All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life; therefore, it is subject to impairment tests annually as described in Note 12.

The amortization is included in the consolidated statement of operations as part of the depreciation, amortization, and loss on revaluation item. Subsequent expenditures to preserve software and trademarks are expensed as incurred.

4.12 Impairment testing of long-lived assets

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

Trademark is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which management monitors the trademark.

Cash-generating units to which trademark has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognized for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows.

The data used for impairment testing procedures are directly linked to the Grupo TMM’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

With the exception of the trademark, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

4.13 Non-current assets classified as held for sale

Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. Once classified as held for sale, the assets are not subject to depreciation or amortisation.

In the event of changes in the sale plans of assets classified as held for sale, the Company will present these assets in the non-current and they will be measured them at the lower of their carrying amount before the asset was classified as available for sale or at its recoverable amount on the date of the decision not to sell it.

4.14 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flow from a financial asset expire, or when the financial asset and all the substantial risks and benefits have been transferred. A financial liability is derecognized as extinguished, discharged, canceled, or expired.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value, adjusted by transaction costs (where applicable).

Financial assets are classified into the following categories:

● amortized cost

● fair value through profit or loss (FVTPL)

● fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorized as FVTPL or FVOCI.

The classification is determined by both:

● the Company’s business model for managing the financial asset; and

● the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial costs and income; except for impairment of trade receivables which is presented in the heading of ‘Other costs and expenses’.

Subsequent measurement of financial assets

Financial assets at amortized cost

Financial assets are measured at amortized cost if the assets meet the following conditions:

● they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

● the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortized cost using the effective interest method. The financial assets of the Company are not discounted since it is not material. The Company’s cash and cash equivalents, trade receivables and part of the other accounts receivable fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15, other accounts receivables and accounts receivable from related parties.

Recognition of credit losses considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Grupo TMM makes use of a simplified approach in accounting for trade and other accounts receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.

The Company assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics, they have been grouped based on the days past due. Refer to Note 25, for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Classification and measurement of financial liabilities

The Company’s financial liabilities include borrowings, trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

All interest-related charges are included within finance costs or finance income.

4.15 Provisions, contingent liabilities and contingent assets

Provisions are recognized when the present obligations resulting from a past event will probably lead to an outflow of the Company economic resources and the amounts can be reliably estimated. Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses.

Provisions are the estimated amounts required to be expended to settle the present obligation based on the most reliable evidence available at the date of the consolidated financial statements, including the risks and uncertainties associated with the present obligation. Provisions are discounted at their present value, where the time value of money is material.

All provisions are reviewed on the issuance of the financial statements and adjusted to reflect the current best estimate. When an outflow of economic resources for present obligations is not probable, this is not recognized as a liability, unless it was assumed in the course of a business combination. Such cases are disclosed as contingent liabilities unless the outflow of resources is remote.

Possible inflows of the Company’s economic benefits, which do not yet meet the criteria for recognition of an asset, are considered as contingent assets.

4.16 Taxes on earnings

Calculation of current income tax is based on tax rates and tax laws that have been enacted or substantially enacted to the reporting date of the consolidated financial statements.

Deferred income tax is determined using the liability method, based on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Determination of deferred income tax has considered tax rates that will be effective at the time of reversion of the temporary differences.

The income tax expense in the statement of profit or loss includes the sum of the deferred tax, which has not been recognized in other comprehensive income or directly in stockholders’ equity, and the current income tax for the year.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 20).

This is assessed based on the Company’s forecast of future operating results, adjusted for significant items that are reconciled for the taxable income and the limits on the use of tax losses and other tax asset carryforwards.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

4.17 Statutory employee profit sharing (PTU for its acronym in Spanish)

The determination of PTU requires that a 10% rate be applied to the base calculated for that profit sharing, in accordance with the Income Tax Law. This amount determined must be allocated to each employee based on the provisions of The Federal Labor (LFT for its acronym in Spanish). However, the amount allocated to each employee may not exceed the greater between the equivalent of 3 months of the employee’s current salary or the average of PTU received by the employee in the previous three years.

4.18 Post-employment benefits and benefits for short-term employees

Post-employment benefits

Defined benefit plans

The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60, are expensed in the years in which the services are rendered (see Note 22).

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 22).

Under the defined benefits plan, the pension amount an employee will receive upon retirement is determined in reference to the time of service and salary determined for each case based on the plan. The legal obligation of the benefits lies with Grupo TMM, even if the plan’s assets to finance the defined benefits plan are separate. The plan’s assets may include assets specifically designated in a long-term benefit fund.

The liability recognized in the consolidated statement of financial position for the defined benefits plans is the present value of the defined benefits obligation (DBO) as of the reporting date less the fair value of the plan assets.

Management estimates the DBO annually with the assistance of independent actuaries, based on the standard inflation rate, the salary growth rates, and the mortality rate. The discount factors are determined near the close of each year in reference to the high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturities similar to the terms of the corresponding pension liability.

The net cost for the defined benefits liability period is included in the item ‘Salaries, wages and employee benefits’ in the consolidated statements of profit or loss.

Indemnifications

Indemnifications that are not substitutive of retirement, paid to personnel who leave the company due to restructuring or any other reason, are charged to the operations for the period when incurred or provisions are created when there is a present obligation of these events, with a probability of an outflow of resources and this obligation can be reasonably estimated.

Short-term employee benefits

Short-term employee benefits, including vacation entitlement, are current liabilities included in ‘Accounts payable and accrued expenses’, measured at the amount Grupo TMM expects to pay as a result of time not taken; as these liabilities are short-term, they were not discounted as their effect is considered immaterial.

4.19 Stockholders’ equity

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common shares.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxes, from the proceeds. Incremental costs directly attributable to the issue of new shares or options are included in the cost of acquisition as part of the purchase consideration.

The accumulated results include the profit (loss) for the year and previous periods.

Other components of equity capital include:

● revaluation surplus, including gains and losses from the revaluation of properties;

● statutory reserve corresponds to the separation of earnings withheld for this reserve;

● additional paid-in capital is equivalent to the amount received in excess of the par value of the shares;

● translation result represents the cumulative effect of the change in functional currency in previous years; and

● actuarial gains and losses include experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually occurred); and the effects of changes in actuarial assumptions.

4.20 Recognition of revenue, costs and expenses, and financing costs

Revenues

Company’s revenue arises mainly from services of maritime transportation, logistics and warehousing. To determine whether to recognize revenue, the Company follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognizing revenue when/as performance obligation(s) are satisfied.

The Company does not carry out transactions that involve different contracts and on which their characteristics must be combined in accordance with IFRS. Moreover, transactions are not usually carried out that involve different services as part of the same contract; therefore, the total price of the transaction for a contract in all cases is allocated to a single performance obligation, based on their relative independent sales prices. The transaction price for contracts does not consider variable payments, except for certain service payments that are not considered significant in connection with the total revenues of the Company, nor are payments in kind, nor amounts collected on behalf of third parties and nor contemplate a financing component.

All revenues are recognized over time, as the Company meets performance obligations by transferring the services promised to its customers.

When the Company meets a performance obligation before receiving the payment, the Company already recognizes either a contract asset or a receivable in its consolidated statement of financial position, depending upon if something else is required than only passage of time before the consideration becomes due. The Company generally does not receive payments in advance in connection with performance obligations; therefore, contractual liabilities are not required to be recognized.

In obtaining these contracts, the Company incurs immaterial incremental costs. Since the amortization period of these costs would be less than one year, if capitalized, and also that those costs are immaterial, the Company makes use of the practical expedient in IFRS 15.94 and expenses them as they incur.

Offshore vessels and “loderos”

These revenues derive from the transport of materials, personnel, equipment and spare parts, positioning and handling of anchors of marine platforms and barges, support for inspection and underwater exploration with specialized vessels, protection services provided with ships against fire, and administration and operation of ships to third parties, as well as offshore and in-port fluid processing services, through Grupo TMM or third-party vessels, usually in periods of 1 year for ‘time charter’ contracts and 1 to 30 days, under the ‘SPOT’ mode, the rate is fixed and is established at the beginning of the contract based on market prices.

The performance obligation is satisfied when the offshore services are provided and received by the customers, the revenues are recognized over time on a straight-line basis over the term of each contract. Since the costs required to provide service under these contracts do not vary significantly, such method best depicts the transfer of services.

Amounts that remain uncollected at the end of the reporting period are presented in the statement of financial position as contract assets as it takes more than just a passage of time for them to become due for payment. Grupo TMM generally does not receive advances in excess of the amount of obligations satisfied and therefore no balances of contract liabilities are incurred.

Parcel vessels and bulk carriers

These revenues are derived from the transportation of merchandise through the Company’s own shipments or third parties, usually in periods ranging between 7 and 30 days. The rate is fixed and it is set at the beginning of the contract, based on the space or capacity required by the customer. The performance obligation is met as the merchandise is transported from the point of origin to the destination. Revenues are recognized over time on a straight-line basis during the term of each contract. Given that the costs required for rendering the service under these contracts do not vary significantly, that method provides a reasonable representation of the services transferred. The bulk carrier business was concluded in the first quarter of 2023.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time elapsed in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, contract liability balances are not generated.

Maritime administration services

Until the month of August 2022, they correspond to revenues for services rendered for contracting, operating, and managing shipments, mainly offshore service providers. The rate for these services is determined by applying a 2.85% profit margin to the costs incurred by the Company for rendering services. This percentage is reviewed annually, and it can be increased under certain circumstances, but by applying it beginning the year subsequent to its modification, these services are considered a single performance obligation. Accordingly, the consideration is totally allocated; revenues are recognized over time as the related costs are incurred by applying the corresponding profit margin. The amounts are billed monthly, in accordance with these referred to above; therefore, neither asset balances nor contract liabilities are generally generated.

Ship repair services (shipyard) and containers

Correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard), as well as containers of shipping companies and others such as wharfage. The consideration for the services is fixed, and it is determined in the contract based on the work ordered, including materials and replacement parts, which must be realized in an estimated period for the work, which ranges from 2 days up to 60 days for ships, and from 1 day up to 6 days for containers. Wharfage depends on the considerations of the ship from 1 to 365 days, due to the high degree of interdependence among the various elements of these services. They are recorded in the accounting as a single performance obligation. These revenues are recognized over time in conformity with the completion of the services agreed upon.

The Company measures its completion toward total compliance of the performance obligation by comparing real hours invested up to the date with the total estimated hours required to perform the repair or maintenance, including related costs. This base reasonably represents services transferred to each customer, by virtue of the ability of the Company to make reliable estimates based on its significant historical experience in rendering these services.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time passaged in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, liabilities balances are not generated.

Other services

The Company obtains revenues for other services such as suppliers, purchase and sale of hydrocarbons, agency, port formalities, among other things. Most of these services are considered single performance obligations in the terms of the respective contracts, and the consideration is entirely allocated to those performance obligations. Revenues are recognized over time, since customers receive and consume the benefits as the Company renders the services, that is, as the performance obligations are met. The Company does not generate asset balances or contract liabilities for most of these services. The Company acts as an agent for the specific case of agency and purchase and sale of hydrocarbons services and, therefore, it recognizes the revenues corresponding to the profit margin generated net of the costs incurred.

Costs and expenses

The costs and expenses for maritime, and also those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.

Financing income and costs

Interest income and expense are reported as accrued using the effective interest method and are reported as part of the comprehensive financing cost.

4.21 Information by segments

The Company has four operating segments: specialized maritime, maritime infrastructure, logistics ports and terminals and warehousing division. These operating segments are monitored by the Company’s Management, who is responsible for making strategic decisions, which are made based on adjusted operating segment results. In identifying its operating segments. Management follows Grupo TMM’s service lines, which represent the main services provided by the Company.

Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.

The accounting policies Grupo TMM uses for segment reporting are the same as those used in its consolidated financial statements, with the exception that corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, this primarily applies to Grupo TMM’s corporate headquarters.

4.22 Significant management judgment in applying accounting policies and estimation uncertainty

When preparing the consolidated financial statements, Management considers a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Significant management judgment

The reporting judgments made by Management as to the application of the accounting policies of the Company that would have a material effect on the consolidated financial statements are described as follows:

Evaluation of control, significant influence, and joint control

Management evaluates the terms of voting power with respect to its investees, the power to govern, decisions, contractual and legal agreements, upon determining if there is control, significant influence, and joint control. Significant judgment is required by evaluating some of these characteristics that can be modified over time (see Note 4.2).

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is provided below; actual results may be substantially different.

Impairment of long-lived assets

On assessing impairment, Management determines the recoverable value of each asset or cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows.

The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of suitable discount rate.

Useful lives of depreciable assets

Management reviews the useful lives of the depreciable assets on each reporting date, based on the expected use of each asset. The uncertainty in these estimates is derived from the technical obsolescence that could change the expected use of equipment.

Defined benefits obligation

Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 22).

Measures of fair value

Management uses valuation techniques to measure the fair value of its properties. This results in Management preparing estimates and assumptions based on market information and using observable data that could be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices obtained on operations at market value on the reporting date, as well as future results and the discount rate (see Note 24).

Leases – determination of the appropriate discount rate to measure lease liabilities

As noted above, the Company enters into leases with third-party landlords and as a consequence the rate implicit in the relevant lease is not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow over similar terms which requires estimations when no observable rates are available.

These rates are, where necessary, then adjusted to reflect the credit worthiness of the entity entering into the lease and the specific condition of the underlying leased asset.

Effect of estimation uncertainty:

The effect of a change in the incremental borrowing rate for leases entered into during the reporting period is shown in the table below:

Estimate	Change in estimate	Effect on right-of-use asset	Effect on lease liability
Incremental borrowing rate	1% increase in the rate	Reduction of $3,295	Reduction of $3,295

4.23 Correction of an immaterial error in the prior period financial statements

During 2023, the Company determined that the prior year financial statements had an error caused by an immaterial classification error of certain contract asset balances with related parties. As a result, certain prior year amounts have been revised for consistency with the current year presentation. The Company assessed the materiality of this change in presentation on prior period financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors). Based on this assessment, the Company concluded that these classification error corrections in its Statements of financial position are not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. The corrections had no impact on the fiscal year 2022 Statements of profit or loss, Statement of changes in stockholders’ equity or Statements of cash flows. Accordingly, the Company corrected the previously reported immaterial errors for the year ended December 31, 2022 in this Annual Report.

A summary of immaterial corrections reflecting the prior period impact to the Company’s Statements of financial position, for the year ended December 31, 2022 is shown below:

	2022		Correction			2022
Trade receivables	$	471,514	$	(31,655	)	$	439,859
Related parties		39,468		31,655			71,123
	$	510,982	$	-		$	510,982

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Acquisitions and disposals

12 Months Ended

Dec. 31, 2023

Acquisitions and disposals [Abstract]

Acquisitions and disposals

5 Acquisitions and disposals

Disposal of subsidiaries

Year 2023

During 2023, two companies, TMM Almacenadora, S.A.P.I. de C.V. and Servicios Tecnológicos ST, S.A. de C.V., were sold for $10,000, generating a gain on sale of subsidiaries of $3,676 (See Note 18).

Years 2022 and 2021

During fiscal years 2022 and 2021 no subsidiaries were disposed of.

Acquisition of subsidiaries

During 2023, 2022 and 2021 no company was acquired.

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Cash and cash equivalents

12 Months Ended

Dec. 31, 2023

Cash and cash equivalents [Abstract]

Cash and cash equivalents

6 Cash and cash equivalents

Cash and cash equivalents as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Cash on hand	$	681	$	634
Cash at banks		88,231		74,554
Short-term investments (a)		9,467		19,545
	$	98,379	$	94,733

(a) Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.

Restricted cash

As of December 31, 2023 y 2022, restricted cash represents the reserve necessary for foreign trade activities used for the storage business of $1,665 and $2,059, respectively.

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Trade receivables

12 Months Ended

Dec. 31, 2023

Trade receivables [Abstract]

Trade receivables

7 Trade receivables

Trade receivables as of December 31, 2023 and 2022, are summarized as follows:

	2023			2022
Maritime
Offshore vessels	$	180,827		$	166,703
Parcel tankers		10,697			12,604
Shipping agencies		1,786			26,904
Bulk Carrier		-			33,896
Maritime infrastructure
Shipyard		33,328			56,343
Ports, terminals and logistics
Port services		371			100
Repair of containers		6,971			9,970
Automotive services		1,291			795
Warehousing and other businesses
Warehousing		31,631			60,040
Other businesses		1,698			1,335
Total trade receivables		268,600			368,690
Contract assets		67,765			97,144
Allowance for doubtful accounts		(28,612	)		(25,975	)
	$	307,753		$	439,859

All amounts are short-term. The net carrying value of trade accounts receivables is considered a reasonable approximation to fair value.

The activity in the allowance for doubtful accounts is presented below:

	2023			2022
Balance as of January 1	$	25,975		$	20,294
Impairment loss for the period		8,737			7,277
Receivables written off during the year		(6,100	)		(1,596	)
Balance as of December 31	$	28,612		$	25,975

Note 25 includes disclosures related to credit risk exposures and the analysis related to the allowance for expected credit losses. In 2023 and 2022 the impairment loss was calculated applying the expected credit loss model in accordance with IFRS 9.

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Other accounts receivable

12 Months Ended

Dec. 31, 2023

Other accounts receivable [Abstract]

Other accounts receivable

8 Other accounts receivable

Other accounts receivable as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Current
Recoverable taxes	$	194,918	$	193,508
Services for port, maritime and other operations		-		112,714
Employees		4,540		4,549
Insurance claims		-		794
Others		14,633		25,530
		214,091		337,095
Non-current
Value added tax recoverable (a)		195,473		273,314
	$	409,564	$	610,409

(a) During the 2023 and 2022, the Value Added Tax (VAT) recovery processes have been prolonged by the tax authorities by extending the recovery periods.

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Property and equipment

12 Months Ended

Dec. 31, 2023

Property and equipment [Abstract]

Property and equipment

9 Property and equipment

Property and equipment as of December 31, 2023 and 2022 are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Disposals		Transfers and others				Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	53,579	$	-		$	-	$	(9,659	)		$	23,172	$	20,748		3
Shipyard		114		-			-		-				30		84		40
Major maintenance		14,582		23,301			-		(4,857	)			10,929		22,097		2.5
Buildings and facilities		103,815		-			-		404				3,186		101,033		20 y 25
Warehousing equipment		601		-			-		(392	)			177		32		10
Computer equipment		182		93			-		(22	)			102		151		3 y 4
Terminal equipment		20,996		-			-		-				2,133		18,863		10
Ground transportation equipment		3,132		2,096			-		-				898		4,330		4.5 y 10
Other equipment		10,101		128			-		23				1,538		8,714
		207,102		25,618			-		(14,503	)			42,165		176,052
Lands		1,147,174		-			-		272,500		(b)		-		1,419,674
Constructions in progress		136,495		105,727	(a)		-		(11,816	)			-		230,406
	$	1,490,771	$	131,345		$	-	$	246,181			$	42,165	$	1,826,132

	2022
	Net balances at beginning of year		Additions		Disposals			Transfers and others			Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	70,838	$	-	$	-		$	(4,099	)	$	13,160	$	53,579		3
Shipyard		149		-		-			-			35		114		40
Major maintenance		1,945		-		-			15,185			2,548		14,582		2.5
Buildings and facilities		116,714		425		-			(9,780	)		3,544		103,815		20 y 25
Warehousing equipment		387		290		-			(1	)		75		601		10
Computer equipment		277		49		-			(5	)		139		182		3 y 4
Terminal equipment		23,337		1		-			(2	)		2,340		20,996		10
Ground transportation equipment		2,564		1,321		-			-			753		3,132		4.5 y 10
Other equipment		8,434		3,620		-			(458	)		1,495		10,101
		224,645		5,706		-			840			24,089		207,102
Lands		1,199,550		-		61,973	(c)		9,597			-		1,147,174
Constructions in progress		116,743		19,525		-			227			-		136,495
	$	1,540,938	$	25,231	$	61,973		$	10,664		$	24,089	$	1,490,771

All the amounts for depreciation and for loss from revaluation are included as part of the depreciation, amortization, and loss from revaluation on the consolidated statements of profit or loss.

The accumulated depreciation on property and equipment at December 31, 2023 and 2022 is $183,592 and $141,427, respectively.

(a) Consists mainly of the design and conversion projects for the Aurora Pearl and World Peridot mud vessels for $65,857 and $36,443, respectively. The start of operations of these vessels occurred at the end of the 1st quarter of 2024.

(b) Corresponds to the transfer of assets available for sale because the sale has not been completed. As of December 31, 2022, the asset held for sale corresponds to land located at Tuxpan Veracruz. During Q4 of 2023, the offer maintained by an independent third party was withdrawn due to changes in its strategic plan. In addition, Management decided not to continue with the plans to sell this asset, as a result, Management decided to classify the land again as PP&E.

(c) It consists of the retirement of 5 real properties in August de 2022, the real property named “El Montero” and 4 real properties classified as available-for-sale, pursuant to the accord and satisfaction contract with Fibra FUNO for the total payment of liabilities in benefit of Fibra FUNO in lease agreements. A total loss was incurred on the operation in the amount of $57,804. (See Note 10).

As of December 31, 2023 and 2022, no impairment indicators were identified in this asset class.

If the cost model had been used, the revalued carrying amounts for land and properties as of December 31, 2023 and 2022, would be as follows:

	2023		2022
Lands	$	847,745	$	653,640
Properties		198,736		126,675
	$	1,046,481	$	780,315

The revalued amounts include a revaluation surplus of $724,281 and $753,439 in 2023 and 2022, respectively, which is presented as “Other components of equity” and is not available for distribution to stockholders (see Note 16).

Fair value measurement

See Note 24 regarding the measuring of fair value for properties.

Guarantees

At the end of 2023 and 2022, there was one property guaranteeing  the bank loan with Banco Autofin México, S.A. Institución de Banca Múltiple. Likewise, as of December 31, 2023 and 2022, there was an RTG crane under guarantee with ‘PNC Bank, N.A.’ (see Note 13).

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Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

10 Leases

Right-of-use assets

	2023
	Warehouse			Cranes		Courtyards			Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2023	$	245,741		$	4,977	$	79,779		$	22,135	$	-	$	352,632
Additions		62,630			-		-			-		-		62,630
Disposals		157,746	(a		-		23,215	(b		-		-		180,961
Balance at December 31 2023		150,625			4,977		56,564			22,135		-		234,301
Depreciation
Balance January 1 2023		57,263			2,073		9,140			15,218		-		83,694
Disposals		68,704	(a		-		9,673	(b		-		-		78,377
Depreciation		64,936			2,488		8,075			5,534		-		81,033
Balance December 31 2023		53,495			4,561		7,542			20,752		-		86,350
Carrying amount December 31 2023	$	97,130		$	416	$	49,022		$	1,383	$	-	$	147,951

	2022
	Warehouse			Cranes		Courtyards		Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2022	$	346,095		$	11,722	$	71,397	$	22,135	$	92,170		$	543,519
Additions		57,524			4,977		56,564		-		-			119,065
Disposals		157,878	(d		11,722		48,182		-		92,170	(c		309,952
Balance at December 31 2022		245,741			4,977		79,779		22,135		-			352,632
Depreciation
Balance January 1 2022		138,709			11,268		33,459		9,684		13,167			206,287
Disposals		129,255	(d		11,399		34,701		-		21,070	(c		196,425
Depreciation		47,809			2,204		10,382		5,534		7,903			73,832
Balance December 31 2022		57,263			2,073		9,140		15,218		-			83,694
Carrying amount December 31 2022	$	188,478		$	2,904	$	70,639	$	6,917	$	-		$	268,938

(a) In August 2023, Ademsa renegotiated the lease contract for the offices and warehouses in Azcapotzalco, signing a new contract for one year and two months. The net effect of this transaction (credit) in the amount of $20,227 is shown under other income (expenses).

(b) Corresponds to the cancellation of the lease contracts for the Manzanillo, Veracruz and Altamira yards of the M&R business.

(c) It corresponds to the cancellation of the lease agreement of Torre Latino y Cuspide in August, pursuant to the accord and satisfaction contract in payment of 5 real properties with Fibra FUNO (see Note 9a). Moreover, as part of the contract, Fibra FUNO accepts to liquidate the credit in benefit of Banco de Bajío in the amount of $22,000, which gave rise to a loss on the transaction in the amount of $57,804 (see Note 18).

(d) It corresponds to the cancellation of lease agreements for warehouses used for the storage business.

As of December 31, 2023 and 2022, no impairment indicators were identified in this asset class.

Lease liabilities

As of December 31, 2023 and 2022, the information of lease liabilities is presented in the statement of financial position and is summarized below:

	Short-term		Long-term
2023
Payable in Mexican pesos
Warehouse	$	62,390	$	48,326
Cranes		681		-
Courtyards		2,463		52,110
Major vessel maintenance		1,609		-
	$	67,143	$	100,436

2022
Payable in Mexican pesos
Warehouse	$	52,581	$	150,091
Cranes		2,574		456
Courtyards		7,701		65,990
Major vessel maintenance		6,073		1,609
	$	68,929	$	218,146

Grupo TMM has warehouses for the storage service, cranes for the logistics services and a major vessel maintenance. With the exception of short-term leases and low-value underlying assets, each lease is reflected on the consolidated statement of financial position as a right-of-use asset and a lease liability.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company.

Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a further term.

Grupo TMM is prohibited from selling or pledging the underlying leased assets as guarantee. For leases over office buildings and warehouses, Grupo TMM must keep those properties in a good state of repair and return the properties. Further, Grupo TMM must insure items of leases assets and incur maintenance fees on such items in accordance with the lease contracts.

The table below describes the nature of Grupo TMM’s leasing activities by type of right-of-use asset recognized in the consolidated statement of financial position:

Right-of-use asset	No. of right-of-use assets leased		Range of remaining term (years)		No. of leases with extension options		No. of leases with purchase option		No. of leases with variable payments linked to an index		No. of leases with termination options
Warehouse		7		2 – 9		2		-		7		-
Courtyards		1		2 – 9		1		-		1		-
Cranes		1		1		-		-		-		-
Floating dry-dock		1		1		-		-		-		-

Lease liabilities are guaranteed with related underlying assets. Future minimum lease payments at December 31 2023 and 2022 were as follows:

	Within the 1st year			1 to 3 years			3 to 5 years			After 5 years			Total
Balance as of December 31, 2023
Lease payments	$	84,606		$	64,122		$	28,902		$	56,113		$	233,743
Financial charges		(17,463	)		(21,683	)		(14,328	)		(12,690	)		(66,164	)
Net present value	$	67,143		$	42,439		$	14,574		$	43,423		$	167,579
Balance as of December 31, 2022
Lease payments	$	103,127		$	178,272		$	44,319		$	70,243		$	395,961
Financial charges		(34,198	)		(38,237	)		(17,071	)		(19,380	)		(108,886	)
Netpresent value	$	68,929		$	140,035		$	27,248		$	50,863		$	287,075

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low-value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.

The expense relating to payments not included in the measurement of the lease liability is as follows:

	2023		2022
Short-term leases (a)	$	523,174	$	694,200
Leases of low-value assets		8,294		6,249
	$	531,468	$	700,449

(a) Corresponds to the leasing of mud and parcel tankers vessels.

At December 31, 2023 and 2022, Grupo TMM was committed on short-term leases and total commitment at that date was $43,598 and $57,850, respectively.

At December 31, 2023 and 2022, Grupo TMM had no lease commitments that had not yet started.

Total cash outflow for leases for the years ended December 31, 2023 and 2022 were $609,905 and $798,256, respectively.

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Intangible assets

12 Months Ended

Dec. 31, 2023

Intangible assets [Abstract]

Intangible assets

11 Intangible assets

Intangible assets as of December 31, 2023 and 2022, are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software	$	31,925	$	5,700	(b)	$	-	$	3,037	$	34,588	3 and 5
Trademark (a)		125,528		-			-		-		125,528	Indefinite
	$	157,453	$	5,700		$	-	$	3,037	$	160,116

	2022
	Net balances at beginning of year		Additions		Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software (c)	$	34,583	$	-	$	-	$	2,658	$	31,925	3 and 5
Trademark (a)		125,528		-		-		-		125,528	Indefinite
	$	160,111	$	-	$	-	$	2,658	$	157,453

(a) Corresponds to the rights on the Marmex trademark associated with the maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing (see Note 12).

(b) Corresponds to the acquisition of software for environmental impact measurement on August 2, 2023.

(c) Corresponds mainly to the SAP Hana system upgrade project.

The accumulated amortization of intangible assets as of December 31, 2023 and 2022, is $13,459 and $10,422, respectively.

Subsequent expenses to maintain the software and the trademark are recognized in income as incurred.

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Impairment of long-lived assets

12 Months Ended

Dec. 31, 2023

Impairment of long-lived assets [Abstract]

Impairment of long-lived assets

12 Impairment of long-lived assets

Impairment test

For purposes of the annual impairment test, the trademark is assigned to the cash-generating units that are expected to benefit from its use (maritime segment).

The Group performs impairment tests on cash-generating units related to the trademark annually or more frequently if there are indicators that the cash-generating unit to which it has been assigned may be impaired.

The recovery value for these assets was determined based on value in use. The calculation of the value in use is determined by covering a detailed 5-year forecast, approved by Management. The present value of the expected cash flows of each cash-generating unit is determined by applying an appropriate discount rate, which reflects the assessment of current market conditions of the time value of money.

The value of the key assumptions used reflects historical data from external and internal sources and are shown below:

	2023			2022
Growth rate		2.3	%		2.5	%
Discount rate		11.21	%		10.85	%

As of December 31, 2023 and 2022, no impairment losses were determined for these assets.

Growth rates

The growth rates reflect the long-term average for these rates for the specialized maritime segment (all publicly available).

Discount rates

The discount rate reflects adequate adjustments associated with the market risk and the specific risk factors.

Cash flow assumptions

The key assumptions of Management for the specialized maritime segment include stable profit margins, which have been determined based on experience in this market. Grupo TMM Management considers this to be the best information available to forecast this market. The cash flow projections reflect stable profit margins achieved before the period covered by said projections.

No consideration has been given to efficiency improvements and prices and salaries reflect the inflation projected for the industry, which are publicly available.

In addition to the considerations described above for determining the value in use of assets and the cash-generating units described above, Management is currently not aware of any other probable change that could require changes in their estimate. However, the estimate for the recoverable amount for the specialized maritime segment is particularly sensitive to the discount rates.

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Financial assets and liabilities

12 Months Ended

Dec. 31, 2023

Financial assets and liabilities [Abstract]

Financial assets and liabilities

13 Financial assets and liabilities

Categories of financial assets and liabilities

The financial assets and liabilities as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Financial assets
Valued at amortized cost
Cash and cash equivalents	$	98,379	$	94,733
Restricted cash		1,665		2,059
Trade receivables		239,988		342,715
Other accounts receivable		19,173		143,587
Related parties		70,078		71,123
Total current financial assets	$	429,283	$	654,217

Financial liabilities
Valued at amortized cost
Short-term portion of the financial debt	$	64,139	$	35,030
Trade payables		350,653		437,382
Accounts payable and accrued expenses		275,540		466,077
Related parties		147,098		165,280
Total short-term portion of the financial debt		837,430		1,103,769
Long-term financial debt		12,374		32,475
Total financial liabilities	$	849,804	$	1,136,244

As of December 31, 2023, and 2022, the carrying value of the financial assets and liabilities at amortized cost is considered similar to their fair value.

Financial debt

The information for financing as of December 31, 2023 and 2022 is summarized as follows:

	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in Mexican pesos
Daimler Financial Services México, S. de R.L. de C.V.	$	6,720	$	-	$	6,946	$	6,720
Recognition of debt and substitution of debtor for $40.9 million at a fixed rate of 12%, with monthly payments of principal and interest and maturing in November 2019.
In order to improve the profile of the schedule of payments, a new debt recognition was formalized on October 11, 2018, in the amount of $28 million at a 12.9% fixed rate, with monthly payments on principal and interest, due October 2021.
In order to face the effects of the Covid-19 pandemic, the Company obtained two grace periods of 3 months each for the principal payment from April to September 2020, extending the term of the loan to January 2022.
On June 19, 2021, a new agreement was signed with the finance company in order to extend the amortization period for a total amount of $19.9 million at a fixed rate of 12.9%, with monthly payments of principal and interest and maturity in June 2024.
On August 2, 2022, a new agreement was signed with the financial company in order to extend the amortization period, for a total amount of $15.4 million at a fixed rate of 13.0%, with monthly payments of principal and interest and maturing in December 2024.
Banco Autofin México, S.A. Institución de Banca Múltiple		3,000		-		4,257		3,000
Five simple lines of credit with mortgage guarantee initially contracted for $25.5, $45.8, $34.6, $21.6 and $8.4 million at a variable rate of 28-day TIIE plus 450 base points, with monthly payments of principal and interest and maturing in September 2024. The credit for $25.5 was settled on January 14, 2022. The credits for $45.8, $34.6 and $8.4 were settled on July 29, 2022.
On November 26, 2018, a new credit line for $20.0 million was drawn down at a 28-day TIIE variable rate plus 550 base points and due in November 2023. This credit was settled on January 27, 2023.
In order to deal with the effects of the Covid-19 pandemic, the Company obtained a 6-month grace period in the principal payment of 4 of the 6 lines, the period applies from January to June of 2020, extending the maturity of these lines accordingly. This loan was paid on March 27, 2024.

	2023				2022
	Short-term		Long-term		Short-term		Long-term
INPIASA, S.A. de C.V.		202		-		403		-
Contract for line of credit, the first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021.
In 2022, an amending agreement was signed with INPIASA in order to extend the amortization period, maturing in December 2024.
Others investors		11,711		-		12,561		-
Two unsecured loans were contracted, each for $6.0 million at a fixed annual rate of 15.0%, with principal and interest payments due, originally in October 2020. In January 2021, a principal payment of $1.0 million was made to each line. As part of the negotiations carried out by the Company, new conditions were agreed for each line, increasing the interest rate by 0.25%, as well as extending the maturity date in October 2023.The loan remains current and maturity was extended to December 31, 2024.
In July 2021, a credit line with multiple drawdowns was contracted, the first being made on July 28, 2021. The balance as of December 31, 2022, is $5,061 million with a rate of 15% and maturing in September 2023. The loan remains current and maturity was extended to December 31, 2024.
Hewlett Packard		159		324		137		350
In January 2022, an additional line was contracted for $622.5, at a fixed rate of 9.87%, monthly payments of principal and interest on unpaid balances with maturity in December 2025.
On July 14, 2022, the contract was renegotiated with the following conditions: a fixed rate of 11.20%, monthly payments of principal and interest on unpaid balances, and maturity in September 2026.
Desarrollo del Crédito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada		25,068		-		-		-
In March 2023, a line of credit was contracted for $7.7 million at a fixed annual rate of 13.50%, maturing in March 2024.
In April 2023 a line of credit was contracted for $11.6 million and in June 2023 a line of credit was contracted for $5.651 million, both at an annual fixed rate of 13.50%, with maturity dates in April and June 2024, respectively.
Excavsa, S.A. de C.V.		3,000		-		-		-
On October 2, 2023, a line of credit was contracted for $3.0 million at a monthly fixed rate of 2.0%, with a maturity date of October 2, 2024. This loan was paid on April 3, 2024.
Interest payable		4,942		-		2,174		-
		54,802		324		26,478		10,070

	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in US dollars
Hewlett Packard		6,383		12,050		5,258		19,074
Two lines of credit for $607.8 thousand dollars and $201.6 thousand dollars, at a fixed rate of 6.84% and 6.13%, monthly payments of principal and interest on unpaid balances and maturing in March and October 2024, respectively.
In order to face the effects of the Covid-19 pandemic, the Company obtained a grace period of 3 months in the payment of principal for the months of May to July, extending the term of each credit line 3 months.
In order to continue with the Company’s technological transformation strategy, 3 additional simple credit lines were contracted for $86.6 thousand dollars, $96.9 thousand dollars and $ 252.1 thousand dollars, at a fixed rate of 5.96%, 7.16% and 4.58% fixed annual, respectively, monthly payments of principal and interest on unpaid balances and maturing in March, April and August 2025.
In January 2021, two additional lines were contracted for $43.3 thousand dollars and $385.0 thousand dollars, at a fixed rate of 5.14% and 4.76%, monthly payments of principal and interest on unpaid balances and maturity in December 2025.
On July 14, 2022, the contracts were renegotiated with the following conditions for each line, increasing the rate by 0.25%, as well as extending the maturity date for one year.
On September 25, 2023, the contracts were renegotiated with the same conditions for each line, increasing the rate by 0.25% and extending the maturity date to March 31, 2027.
PNC, Bank, N.A.		2,906		-		3,294		3,331
Line of credit with collateral for $860 thousand dollars hired on August 22, 2019, at a fixed rate of 4.40%, semiannual payments of principal and interest on unpaid balances and maturing in July 2024.
Interest payable		48		-		-		-
		9,337		12,050		8,552		22,405
	$	64,139	$	12,374	$	35,030	$	32,475

Covenants

Some of the agreements related to the abovementioned loans contain certain covenants including restricting the payment of dividends, not reducing the capital stock and not splitting, as well as conditioning the sale of assets, the foregoing without prior authorization from the creditor; likewise, in some cases, a copy of quarterly and audited financial statements must be delivered, as well as reasonable information requested by the creditor. As of December 31, 2023, and 2022, Grupo TMM and subsidiaries complied with the covenants set forth in those contracts.

The interest expense on the financial debt was $9,411 and $9,096 for the periods of twelve months ended December 31, 2023 and 2022, respectively.

The maturity of the long-term financial debt as of December 31, 2023 and 2022 is as follows:

	2023		2022
Maturity
2024	$	-	$	16,617
2025		7,312		6,362
2026		4,518		5,556
2027		544		3,940
	$	12,374	$	32,475

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Balances and transactions with related parties

12 Months Ended

Dec. 31, 2023

Balances and transactions with related parties [Abstract]

Balances and transactions with related parties

14 Balances and transactions with related parties

The accounts payable and transactions with related parties as of December 31, 2023 and 2022 are summarized as follows:

	2023				2022
	Receivable		Payable		Receivable		Payable
Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (before División Marítima, S.A. de C.V.) (a)	$	70,078	$	-	$	71,123	$	-
SSA México, S.A. de C.V. (b)		-		12,466		-		8,111
Stockholders (c)		-		134,632		-		157,169
	$	70,078	$	147,098	$	71,123	$	165,280

(a) Balances receivable are related to agency and maritime provider commission services.

(b) The accounts payables to SSA México, S.A. de C.V. are largely due to subagency services that this related party provides to Grupo TMM.

(c) Lines of credit in the amount of $130 million at a 15% annual fixed rate, with payments on capital and interest upon maturity, extended one more year, that has initial due date as of December 2023. Interest expenses of these credits amounted to $16,290 and $18,227 for the twelve months periods ended December 31, 2023 and 2022, respectively.

The most relevant transactions with related parties as of December 31, 2023, 2022 and 2021 are summarized as follows:

	2023		2022		2021
Revenue:
Wharfage services	$	6,227	$	-	$	-
Systems		2,650		-		-
Maritime services (a)		-		20,958		71,823
Shipping agency services (b)		226		412		419
	$	9,103	$	21,370	$	72,242
Costs:
Sub-agency commissions (c)	$	6,910	$	7,237	$	4,062
Expenses:
Other expenses (d)	$	-	$	-	$	180
Interests:	$	16,290	$	18,227	$	10,329

(a) Maritime services between TMM Dirección Corporativa, S.A. de C.V, subsidiary of Grupo TMM, and Marítima del Golfo. The contract termination date was August 2022.

(b) Shipping agency services between Administradora Marítima TMM, S.A.P.I. de C.V., subsidiary of Grupo TMM, and Marítima del Golfo.

(c) Shipping agency servicies provided by SSA México, S.A. de C.V. to Administradora Marítima TMM, S.A.P.I. de C.V.

(d) Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.

Transactions involving executive personnel for the years ended December 31, 2023, 2022 and 2021, include the following expenses:

	2023		2022		2021
Short-term benefits
Salaries	$	10,761	$	19,055	$	28,697
Social security contributions		1,900		736		1,843
	$	12,661	$	19,791	$	30,540

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Accounts payable and accrued expenses

12 Months Ended

Dec. 31, 2023

Accounts payable and accrued expenses [Abstract]

Accounts payable and accrued expenses

15 Accounts payable and accrued expenses

Accounts payable and accrued expenses at December 31, 2023 and 2022, are shown as follows:

	2023		2022
Operating expenses	$	122,014	$	194,487
General expenses		107,823		149,557
Purchased services		21,887		36,403
Taxes payable		65,204		37,797
Salaries and wages		3,012		5,189
Others		20,804		80,441
	$	340,744	$	503,874

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Stockholders' equity

12 Months Ended

Dec. 31, 2023

Stockholders' equity [Abstract]

Stockholders' equity

16 Stockholders’ equity

Capital stock

As of December 31, 2023, and 2022, the Company’s capital stock is comprised of 174,553,127 and 102,182,841 shares outstanding, registered, without par value, and with voting rights, respectively, which may be held by Mexican nationals, investors, or companies that include in their bylaws the exclusion of foreigners clause. Foreigners may acquire economic rights in the Company’s common shares through ordinary participation certificates (‘CPOs’), with each CPO corresponding to one common share.

In the United States, the Company’s ADSs, each representing five CPOs, trade on the OTC market under the symbol GTMAY. The underlying TMM common shares for the ADSs are traded on the Mexican Stock Exchange under the listing code TMM A.

At the General Extraordinary Stockholders’ Meeting held on March 16, 2023, the Company’s stockholders agreed to increase capital stock in the amount of $151,978 through the issuance of up to 72,370,286 common, nominative shares, without par value, representing the capital stock of Grupo TMM. This capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June 27, 2023 and subscribed in full by the stockholders in October 2023.

Net tax profit account (CUFIN)

As of December 31, 2023, and 2022, the restated balance of the Net Taxable Income Account (CUFIN for its acronym in Spanish) of the Parent Company amounts to $4,514,668 and $4,313,616, respectively, which was generated up to December 31, 2013. No new balances have been generated in this account thereafter.

The distribution of dividends or profits to shareholders that come from the balance of the CUFIN, generated until December 31, 2013, will not generate income tax until such balance is exhausted. Dividends paid to individuals and corporations resident abroad, on profits generated as of January 1, 2014, are subject to a 10% tax, which is considered a final payment.

Dividends not drawn from the CUFIN, in addition to the above, will continue to be subject to income tax, paid by the entity, based on the general rate set by law, which is definitive and may be credited against the income tax for this and the next two years. The balance in these accounts is susceptible to adjustment to the distribution date using the Mexican Consumers’ Price Index (INPC for its acronym in Spanish).

Capital decreases

As of December 31, 2023, and 2022, the current balance in the Capital Contribution Account (CUCA for its acronym in Spanish) is $5,987,515 and $5,474,175, respectively. In the event of capital reimbursement or decreases in favor of stockholders, the surplus for said reimbursement on this amount will be treated as a distributed earning.

In the event the equity capital exceeds the balance in the CUCA, the difference will be considered a dividend or distributed earning subject to the payment of income tax. If the earnings in reference come from the CUFIN, there will be no corporate tax due for the capital decrease or reimbursement. Otherwise, these will be treated as dividends or distributed earnings.

Other components of equity

Details of other components of equity as of December 31, 2023, 2022 and 2021, as follows:

	Legal reserve		Defined benefit plan			Premium on convertible obligations		Translation result			Revaluation surplus				Total
Balance as of December 31, 2020	$	216,948	$	(116,102	)	$	77,106	$	(247,668	)	$	1,069,391			$	999,675
Defined benefit plan		-		33,691			-		-			-				33,691
Reclassification from disposal of properties and depreciation		-		-			-		-			(332,151	)	(b)		(332,151	)
Total before taxes		-		33,691			-		-			(332,151	)			(298,460	)
Tax expense		-		(10,107	)		-		-			87,360				77,253
Total net of taxes		-		23,584			-		-			(244,791	)			(221,207	)
Balance as of December 31, 2021	$	216,948	$	(92,518	)	$	77,106	$	(247,668	)	$	824,600			$	778,468
Defined benefit plan		-		31,122			-		-			-				31,122
Reclassification from disposal of properties and depreciation		-		-			-		-			(88,630	)	(a)		(88,630	)
Total before taxes		-		31,122			-		-			(88,630	)			(57,508	)
Tax expense		-		(9,337	)		-		-			17,469				8,132
Total net of taxes		-		21,785			-		-			(71,161	)			(49,376	)
Balance as of December 31, 2022	$	216,948	$	(70,733	)	$	77,106	$	(247,668	)	$	753,439			$	729,092
Defined benefit plan		-		8,453			-		-			-				8,453
Reclassification from disposal of properties and depreciation		-		-			-		-			(41,797	)	(a)		(41,797	)
Total before taxes		-		8,453			-		-			(41,797	)			(33,344	)
Tax expense		-		(2,536	)		-		-			12,639				10,103
Total net of taxes		-		5,917			-		-			(29,158	)			(23,241	)
Balance as of December 31, 2023	$	216,948	$	(64,816	)	$	77,106	$	(247,668	)	$	724,281			$	705,851

(a) It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.

(b) Includes the adjustment of assets available for sale at their fair value, for an amount of $291,200.

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Revenues

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

Revenues

17 Revenues

The revenues as of December 31, 2023, 2022 and 2021, are summarized as follows:

	2023		2022		2021
Maritime
Offshore vessels	$	462,801	$	527,571	$	313,170
Parcel tankers		246,291		351,539		294,641
Fuel oil transportation		57,220		-		-
Shipping agencies		29,217		31,379		10,360
Maritime administration services (a)		-		16,343		42,416
Bulk Carrier (b)		-		304,269		174,643
Maritime infrastructure
Shipyard		200,496		118,441		139,226
Logística, puertos y terminales
Intermodal terminal		37,991		38,910		44,292
Repair of containers		21,008		110,966		158,511
Automotive services		8,036		5,442		5,990
Port services		6,080		5,659		14,967
Warehousing and other businesses
Warehousing		149,507		172,537		153,497
Total consolidated revenue	$	1,218,647	$	1,683,056	$	1,351,713

(a) As discussed in Note 4.20, the contract that Grupo TMM had as maritime administrator with TMM Division Maritima was terminated on August, 2022.

(b) The merchandise transportation operation contract terminated in the first quarter of 2023.

The Company’s revenues do not show any particular grouping characteristic, such as by type of customer (government and private), geographic zone, etc. The main grouping is shown based on the type of revenue for each segment. Moreover, as discussed in Note 4.20, all of the Company’s revenues are recognized over time.

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Other income (expenses)

12 Months Ended

Dec. 31, 2023

Other income (expenses) [Abstract]

Other income (expenses)

18 Other income (expenses)

Other income (expenses) as of December 31, 2023, 2022 and 2021, is summarized as follows:

	2023			2022			2021
Movement of provisions	$	44,527		$	61,170		$	-
Cancellation of leases in the warehousing business		20,227			-			-
Gain from the sale of subsidiaries		3,676			-			-
Other, net		391			(2,393	)		2,150
Expenses incurred in the recovery of taxes		(3,034	)		-			-
Expenses related to the cancellation of the corporate building lease		-			(11,351	)		(38,537	)
Loss from sale of property and equipment, net (see Note 9)		-			(57,804	)		(132,956	)
	$	65,787		$	(10,378	)	$	(169,343	)

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Interest expense and other financial costs

12 Months Ended

Dec. 31, 2023

Interest expense and other financial costs [Abstract]

Interest expense and other financial costs

19
Interest expense and other financial costs

This caption at December 31, 2023, 2022 and 2021, is comprised as follows:

	2023		2022		2021
Interest on financial debt	$	9,411	$	9,096	$	14,689
Interest on financial related parties		16,290		18,227		10,329
Interest expense on leasing agreements		28,783		28,568		34,146
Other financial expenses		8,546		5,257		3,236
Amortization of transaction cost associated with financial debt		36		415		176
	$	63,066	$	61,563	$	62,576

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Income tax and tax loss carryforwards

12 Months Ended

Dec. 31, 2023

Income tax and tax loss carryforwards [Abstract]

Income tax and tax loss carryforwards

20 Income tax and tax loss carryforwards

Income Tax

Results for the year

Grupo TMM and Subsidiaries incurred on combined tax losses for the years ended December 2023 and 2022, in the amounts of $156,078 and $129,041, respectively. Most of the companies that generated tax income for an amount of $130,301 amortized them with tax losses from prior years for an amount of $115,461. Income tax recognized in profit or loss corresponds to subsidiaries that generated taxable income of $14,840, $10,573 and $23,383, for 2023, 2022 and 2021, respectively.

The difference between taxable income and book income is due primarily to the net effect of the gain or loss on inflation recognized for tax purposes, the difference between tax and book amortization and depreciation, non-deductible expenses, as well as certain temporary differences reported in different periods for financial and tax purposes.

In accordance with the currently enacted Income Tax Law, the rate for 2021, 2022, 2023, and subsequent years is 30%.

The provision for income tax recognized in the statement of profit or loss for the years ended December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Income tax	$	(4,452	)	$	(3,172	)	$	(7,015	)
Deferred income tax		24,652			32,763			28,158
Total income tax benefit	$	20,200		$	29,591		$	21,143

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company at December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Loss before taxes	$	(4,742	)	$	(28,688	)	$	(269,197	)
Income tax		1,423			8,606			80,759
Increase (decrease) from:
Difference in depreciation and amortization		(20,110	)		(46,472	)		135,332
Revaluation surplus		(12,639	)		(18,051	)		(88,112	)
Materials and supplies		11,483			3,418			13
Inflationary and currency exchange effects on monetary assets and liabilities, net		(4,562	)		15,663			(11,643	)
Tax losses amortization		115,461			265,090			60,032
Provisions and allowance for doubtful accounts		(53,185	)		(165,542	)		(97,628	)
Difference between the tax and book value for the sale of assets		-			(7,277	)		(35,950	)
Difference between the tax and book value for the sale of shares of subsidiaries		(4,931	)		-			-
Non-deductible expenses		(12,740	)		(25,844	)		(21,660	)
Income tax benefit	$	20,200		$	29,591		$	21,143

The components of deferred tax liability at December 31, 2023 and 2022, are comprised as follows:

	2023			2022
Tax loss carryforwards	$	372,390		$	385,936
Inventories and provisions – net		73,788			27,374
Property and equipment and right-of-use asset		(578,654	)		(567,902	)
Total deferred tax liability	$	(132,476	)	$	(154,592	)

As of December 31, 2023, the Company’s Management carried out the evaluation of the amount of tax losses that will be recoverable and determined based on projections that the effect of the deferred tax asset determined in the year will be realized at 49.13% based on the information available at the date of issuance of the consolidated financial statements.

Tax loss carryforwards

As of December 31, 2023, Grupo TMM and its subsidiaries, report the following cumulative tax losses, which are restated applying the INPC in accordance with Mexican law.

Year in which the loss was incurred	Amounts		Year of expiration
2014	$	134,002		2024
2015		49,872		2025
2016		388,000		2026
2017		143,490		2027
2018		303,391		2028
2019		601,155		2029
2020		471,686		2030
2021		139,790		2031
2022		133,991		2032
2023		161,134		2033
	$	2,526,511

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Segment reporting

12 Months Ended

Dec. 31, 2023

Segment reporting [Abstract]

Segment reporting

21 Segment reporting

The Company as of December 31, 2023, 2022 and 2021 operates in the following segments: i) specialized maritime transportation, ii) maritime infrastructure, iii) logistics, ports and terminals and iv) warehousing. Specialized maritime transportation operations (‘Maritime Division’) include transportation of bulk liquid products, materials and provisions for drilling platforms. (‘Maritime infrastructure’) correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard). Logistics, ports and terminals operations (‘Logistics ports and terminals Division’) include the operations of logistics solutions services and container and railcar maintenance and repair services and loading and unloading, storage at maritime port terminals, and shipping agency operations. Warehousing operations (‘Warehousing Division’) include storage and management of the facilities and bonded warehouses. 

There are no changes in the measuring methods used to calculate the earnings reported for each segment. The information for each operating segment is as follows:

	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2023
Revenue	$	795,529		$	200,496		$	73,115		$	149,507		$	-		$	1,218,647
Costs and expenses		(704,075	)		(140,614	)		(95,844	)		(120,483	)		-			(1,061,016	)
Corporate expenses		-			-			-			-			(61,605	)		(61,605	)
Depreciation and amortization		(36,385	)		(8,191	)		(13,059	)		(65,296	)		(2,191	)		(125,122	)
Transportation profit (loss)	$	55,069		$	51,691		$	(35,788	)	$	(36,272	)	$	(63,796	)	$	(29,096	)
Costs, expenses and revenue not allocated																	44,554
Net income for the year																$	15,458
Properties	$	156,014		$	182,762		$	1,284,274		$	80,352		$	122,730		$	1,826,132
Rights of use by segment		-			1,383			49,437			97,131			-			147,951
Other assets by segment		675,684			322,046			153,529			109,183			-			1,260,442
Shared assets		-			-			-			-			32,305			32,305
Total assets	$	831,698		$	506,191		$	1,487,240		$	286,666		$	155,035		$	3,266,830
Total liabilities by operating segment	$	422,088		$	73,753		$	449,429		$	311,824		$	-		$	1,257,094
Shared liabilities		-			-			-			-			35,359			35,359
Total liabilities	$	422,088		$	73,753		$	449,429		$	311,824		$	35,359		$	1,292,453
Total capital expenditures by segment	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345

December 31, 2022
Revenue	$	1,231,101		$	118,441		$	160,977		$	172,537		$	-		$	1,683,056
Costs and expenses		(1,120,565	)		(79,775	)		(137,165	)		(121,096	)		-			(1,458,601	)
Corporate expenses		-			-			-			-			(82,047	)		(82,047	)
Depreciation and amortization		(19,063	)		(7,625	)		(18,099	)		(52,480	)		(2,252	)		(99,519	)
Transportation profit (loss)	$	91,473		$	31,041		$	5,713		$	(1,039	)	$	(84,299	)	$	42,889
Costs, expenses and revenue not allocated																	(41,986	)
Net income for the year																$	903
Properties	$	102,998		$	152,036		$	1,021,222		$	97,063		$	117,452		$	1,490,771
Rights of use by segment		-			6,917			73,543			188,478			-			268,938
Other assets by segment		752,039			321,594			492,439			174,878			-			1,740,950
Shared assets		-			-			-			-			725			725
Total assets	$	855,037		$	480,547		$	1,587,204		$	460,419		$	118,177		$	3,501,384
Total liabilities by operating segment	$	531,477		$	88,104		$	534,400		$	371,097		$	-		$	1,525,078
Shared liabilities		-			-			-			-			175,282			175,282
Total liabilities	$	531,477		$	88,104		$	534,400		$	371,097		$	175,282		$	1,700,360
Total capital expenditures by segment	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231

	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2021
Revenue	$	835,230		$	139,226		$	223,760		$	153,497		$	-		$	1,351,713
Costs and expenses		(793,982	)		(82,563	)		(211,860	)		(112,989	)		-			(1,201,394	)
Corporate expenses		-			-			-			-			(73,838	)		(73,838	)
Depreciation and amortization		(17,580	)		(7,978	)		(30,721	)		(56,478	)		(4,445	)		(117,202	)
Transportation profit (loss)	$	23,668		$	48,685		$	(18,821	)	$	(15,970	)	$	(78,283	)	$	(40,721	)
Costs, expenses and revenue not allocated																	(207,333	)
Net income for the year																$	(248,054	)
Properties	$	108,020		$	146,131		$	1,017,128		$	80,542		$	189,117		$	1,540,938
Rights of use by segment		-			12,451			38,391			207,386			79,004			337,232
Other assets by segment		669,594			366,064			471,257			326,408			-			1,833,323
Shared assets		-			-			-			-			777			777
Total assets	$	777,614		$	524,646		$	1,526,776		$	614,336		$	268,898		$	3,712,270
Total liabilities by operating segment	$	580,455		$	129,823		$	598,178		$	438,572		$	-		$	1,747,028
Shared liabilities		-			-			-			-			146,144			146,144
Total liabilities	$	580,455		$	129,823		$	598,178		$	438,572		$	146,144		$	1,893,172
Total capital expenditures by segment	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468

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Employee benefits

12 Months Ended

Dec. 31, 2023

Employee benefits [Abstract]

Employee benefits

22 Employee benefits

Expense for employee benefits

The expenses recognized for employee benefits are:

	2023		2022		2021
Salaries and benefits	$	264,005	$	272,092	$	235,345
Pensions – defined benefit plans		10,949		13,224		17,790
	$	274,954	$	285,316	$	253,135

The long-term liabilities recognized for pensions and other employee remunerations in the consolidated statement of financial position are comprised as follows:

	2023		2022
Long-term:
Pensions and seniority premium	$	53,714	$	69,738
Termination of employment		23,676		14,914
	$	77,390	$	84,652

The short-term liabilities for employee benefits, are included in the line ‘Accounts payable and accrued liabilities’ in the consolidated statements of financial position, which as of December 31, 2023 and 2022, amounted to $3,012 and $5,189, respectively (see Note 15).

Remunerations on the termination of employment

The seniority premiums and the retirement plan (‘pensions’) obligations are based on actuarial calculations using the projected unit credit method. Pension benefits are based mainly on years of service, age, and salary level upon retirement.

The amounts charged to operations include the amortization of the cost of past services over the average time of service remaining. The Company continues with its policy of recognizing actuarial losses and gains for seniority premiums and pensions in the consolidated statement of operations, the actuarial (loss) gain net of taxes for 2023 and 2022 was $5,917 and $21,785, respectively (see Note 16).

The plan exposes Grupo TMM to such risks as interest rate, investment, mortality, and inflation.

Interest rate risk

The present value of the defined benefits obligation is calculated using a discount rate making reference to the market performance of high-quality corporate bonds.

The estimated term for the bonds is consistent with the estimated term for the defined benefits obligation and is denominated in pesos. A decrease in the market performance of high-quality corporate bonds will increase the defined benefits obligation of the Company, although this is expected to be partially compensated by an increase in the fair value of certain of the plan’s assets.

Investment risk

The plan assets are predominantly capital and debt instruments traded on the Mexican Stock Exchange which are considered low risk.

Mortality risk

The Company provides benefits for life to those who are covered by the defined benefits liability. An increase in the life expectancy of such persons will increase the defined benefits liability.

Inflation risk

A significant proportion of the defined benefits obligation is linked to inflation. An increase in the inflation rate will increase the Company’s obligation.

The details of the net cost for the period for seniority premiums and termination of employment, and also the basic actuarial estimates for the calculation of these labor obligations were shown as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums			Termination of employment
Current service cost		$	(10,164	)		$	13,620		$	13,265		$	1,383
Interest cost			6,062				1,431			7,538			1,145
Net cost for the period		$	(4,102	)		$	15,051		$	20,803		$	2,528

At December 31, 2023 and 2022, the reserve for pensions and seniority premiums, and also for the termination of employment, were comprised as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums				Termination of employment
Defined benefit obligations		$	54,204			$	23,676		$	70,223			$	14,914
Assets plan			(490	)			-			(485	)			-
Total reserve		$	53,714			$	23,676		$	69,738			$	14,914

As of December 31, 2023, and 2022, the defined benefit obligations (DBO) for pensions and seniority premiums, and also for the reserve for termination of employment, were comprised as follows:

	2023						2022
	Pensions and seniority premiums			Termination of employment			Pensions and seniority premiums			Termination of employment
DBO at beginning of period	$	70,223		$	14,914		$	87,820		$	15,680
Current service cost		(10,164	)		13,620			13,265			1,383
Interest cost		6,062			1,431			7,538			1,145
Benefits paid		(1,297	)		(310	)		(1,338	)		(322	)
Benefits paid from plan assets		(6,674	)		-			(6,674	)		(1,497	)
Past service cost		(3,946	)		(5,979	)		(30,388	)		(1,475	)
DBO at end of period	$	54,204		$	23,676		$	70,223		$	14,914

The assets plan as of December 31, 2023 and 2022 were comprised as follows:

	2023			2022
Value of the fund at beginning of year	$	485		$	1,125
Expected return on assets		(39	)		(741	)
Plan contributions		5,647			8,171
Benefits paid		(5,647	)		(8,171	)
Interests on assets plan		44			101
Value of the fund at end of year	$	490		$	485

The changes in the pension plan, seniority premium, and termination of employment plan as of December 31, 2023 and 2022 were as follows:

	2023			2022
Reserve for obligations at the beginning of the period	$	84,652		$	102,375
Cost for the period		10,949			23,331
Interest income		(44	)		(101	)
Contributions to the plan		(5,647	)		(8,171	)
Benefits paid on pension plan		(4,028	)		(919	)
Miscellaneous		(39	)		(741	)
Actuarial gain or losses		(8,453	)		(31,122	)
Reserve for obligations at the end of the period	$	77,390		$	84,652

The significant actuarial assumptions used for the valuation were:

	2023			2022
Discount rate		10.75	%		10.50	%
Salary increase rate		4.00	%		4.00	%
Inflation rate		3.50	%		3.50	%
Average working life expectancy		14.00			14.30

These assumptions were prepared by Management with the assistance of independent actuaries. The discount factors are determined near the end of each year making reference to the market performance of high-quality corporate bonds denominated in the currency in which the benefits will be paid and which have similar maturities to the terms for the pension obligation corresponding. Other assumptions are based on actual reference parameters and Management’s historical experience.

As of December 31, 2023 and 2022, approximately 10% of the Company’s employees work under collective work contracts that are subject to annual salary reviews and biannually for other compensations. As of December 31, 2023, and 2022, Grupo TMM had 720 and 769 employees, respectively.

The significant actuarial assumptions to determine the defined benefits obligation are the discount rate, the salary increase rate, and the average life expectancy. The calculation of the defined benefits obligation is sensitive to these assumptions.

The following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2023:

	1.0% increase			1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation		(1,269	)		1,395
Salary increase rate
Increase (decrease) in the defined benefits obligation		623			(1,053	)

	Increase in 1 year			Decrease in ¡ year
Average life expectancies
(Decrease) increase in the defined benefits obligation		(69	)		25

The present value of the defined benefits obligation and also the defined benefits obligation recognized in the consolidated statement of financial position are calculated using the same method (projected unit credit). The sensitivity analyses are based on a change in one assumption without changing the others. This sensitivity analysis may not be representative of the real variance in the defined benefits obligation, as it is unlikely that the change to the assumptions would occur on its own, as some of the assumptions may be correlated.

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Earnings per share

12 Months Ended

Dec. 31, 2023

Earnings per share [Abstract]

Earnings per share

23 Earnings per share

As of December 31, 2023, 2022 and 2021, income per share was determined based on the weighted average number of shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted income per share are the same.

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Fair value measurement

12 Months Ended

Dec. 31, 2023

Fair value measurement [Abstract]

Fair value measurement

24 Fair value measurement

Fair value measures for non-financial assets

The non-financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of relevant data for the measuring, as follows:

• Level 1: quoted prices (without adjustment) in active markets for identical assets and liabilities.

• Level 2: data other than the quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly;

• Level 3: non-observable data for the asset or liability.

As of December 31, 2023 and 2022 non-financial assets measured at fair value were classified in Level 2 of this hierarchy, as described below:

	2023		2022
Level 2
Buildings	$	101,033	$	103,815
Lands		1,419,674		1,147,174
	$	1,520,707	$	1,250,989

As of December 31, 2023 and 2022, fair value of the Company’s properties were estimated based on appraisals performed by independent, professionally qualified property valuers.

The important information and assumptions are prepared in close collaboration with Management. The valuation processes and changes in the fair value are reviewed by the Administration and Finance Department on the financial reporting date. Additional information on fair value measurement is as follows.

Buildings and land (Level 2)

The valuation was prepared based on a market focus that reflects the prices observed on recent market transactions involving similar properties and incorporates adjustments for factors specific to the property in question, including land size, location, liens, and current use.

The most significant information used, which is not observable, is the adjustment for factors specific to the properties in question. The magnitude and direction of this adjustment depends on the characteristics of observable market transactions for similar properties used as the end point for the valuation. Although this information is subjective, Management considers that the global valuation will not be materially affected by reasonably possible alternatives.

As of December 31, 2023, and 2022, the reconciliation between the carrying amounts of non-financial assets classified within Level 2 was as follows:

	2023			2022
Balance as of January 1	$	1,250,989		$	1,316,264
Amount recognized in other comprehensive income:
Revaluation surplus		-			-
Amount recognized in statements profit or loss:
Loss on the accord and satisfaction		-			(61,973	)
		-			(61,973	)
Additions and disposals, net		(2,782	)		(3,302	)
Transfer from available-for-sale assets		272,500			-
Balance as of December 31	$	1,520,707		$	1,250,989

As of December 31, 2023, and 2022, there were no effects from unrealized gains from fair value measurements.

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Financial instruments risk

12 Months Ended

Dec. 31, 2023

Financial instruments risk [Abstract]

Financial instruments risk

25 Financial instruments risk

Risk management objectives and policies

Grupo TMM is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 13. The main types of risks are market risk, credit risk and liquidity risk.

The Company’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing short to medium-term cash flows by minimizing the exposure to volatile financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risk to which the Company is exposed are described below:

Market risk

Currency risk

The monetary position for Grupo TMM may be materially affected by variances in the exchange rate between the US dollar and the Mexican peso due to the Company’s significant operations in Mexico. The Company does not cover this exposure. Grupo TMM minimizes its exposure effects in foreign currency by contracting financial debt in Mexican pesos.

Grupo TMM also faces transactional currency exposure. This exposure derives from sales and acquisitions made in currencies other than Mexican pesos, Grupo TMM’s functional currency. As of December 31, 2023 and 2022, approximately 80% and 75% of Grupo TMM’s sales are denominated in US dollars, respectively while approximately 35% and 40% of the costs and expenses for both years are denominated in US dollars.

As of December 31, 2023 and 2022, the Company held monetary assets and liabilities denominated in foreign currencies other than the Mexican peso, translated at the corresponding interbank exchange rate as related to the Mexican peso, as follows:

	2023						2022
	US dollar			Other currencies			US dollar			Other currencies
Assets		23,356			-			34,219			-
Liabilities		(25,129	)		(276	)		(28,870	)		(40	)
		(1,773	)		(276	)		5,349			(40	)

As of August 1, 2024, December 31, 2023 and 2022, the exchange rate was Ps18.5970, Ps16.8935 and Ps19.3615 per US dollar, respectively.

Sensitivity analysis

The following table shows for the years ended December 31, 2023 and 2022, the sensitivity in profit or loss related to the financial assets and liabilities of Grupo TMM and the exchange rate; United States dollar (USD) / peso ‘considering that the rest of the conditions remain the same’, assumes a change of +/- 12% for 2023 and +/- 4.91% for 2022 in the peso / USD exchange rate.

This percentage was determined based on the volatility of the average exchange rate market over the past 12 months. The sensitivity analysis is based on financial instruments in foreign currency held by Grupo TMM on the reporting date.

If the peso had strengthened or weakened against the USD by 12% for 2023 and 4.91% for 2022, this would have had the following impact on the monetary position:

	2023						2022
	12% increase in the exchange rate			12% decrease in the exchange rate			4.91% increase in the exchange rate			4.91% decrease in the exchange rate
Assets in US dollars	$	47,348		$	(47,348	)	$	34,811		$	(34,811	)
Assets in other currencies		-			-			-			-
Liabilities in US dollars		(50,943	)		50,943			(29,370	)		29,370
Liabilities in other currencies		(560	)		560			(41	)		41
	$	(4,155	)	$	4,155		$	5,400		$	(5,400	)

The exposure to exchange rates varies during each year, depending on the volume of overseas operations or in foreign currency; however, the above analysis is considered representative of Grupo TMM’s exposure to currency risk.

Interest rate risks

Grupo TMM’s exposure to the risk of changes in market interest rates is related principally to the long-term debt obligations of Grupo TMM at a variable interest rate.

Grupo TMM’s policy is to obtain fixed rated instruments on its loans and, when a loan has a variable interest rate, the Company’s policy is to obtain all needed derivative financial instruments in order to fix this rate. At December 31, 2023, the Company has $71.2 and $3.2 million pesos of debt contracted on fixed and variable rates, respectively. At December 31, 2022, the debt contracted on fixed and variable rates was $57.7 and $9.8 million pesos, respectively.

Sensitivity analysis

The following table illustrates the sensitivity in profit or loss at December 31, 2023 and 2022 to a reasonably possible change in the interest rates of +/- 1% and +/- 1%, respectively. These changes are considered to be reasonably possible based on the current market conditions.

The calculations are based on a variance in the average market interest rate for each period and the financial instruments on the reporting date that are sensitive to variances in the interest rates. The rest of the variables remain constant.

	2023					2022
	+1% Variance			-1% Variance		+1% Variance			-1% Variance
Income or loss for the year	$	(6,307	)	$	6,307	$	(8,873	)	$	8,873

The impact shown in the above sensitivity is considered the same both in the results of profit or loss and in stockholders’ equity.

Concentration of risk

For the year ended December 31, 2023, the Company obtained revenues from PEMEX Exploración y Producción, Celanese Operations Mexico and Helmsley Management, representing 38%, 13% and 6%, respectively. None of the remaining customers represents more than 4% of the total revenues.

For the year ended December 31, 2022, the Company obtained revenues from Helmsley Management, Celanse Operations Mexico and PEMEX Exploración y Producción, representing 27%, 14% and 12%, respectively. None of the remaining customers represent more than 4% of its total revenues.

Credit risk

Credit risk is managed on a group basis, based on the credit risk management policies and procedures of Company.

Credit risk with respect to cash balances maintained in banks and sight deposits is managed through diversification of bank deposits that are only made with high credited financial institutions. For other receivables, other than trade accounts receivable and contractual assets, the balances are considered immaterial and whose risk of default is null.

The Company continuously monitors the creditworthiness of customers, based on its experience and customer profiles defined by Management. The Company’s policy is to deal only with creditworthy counterparties. Credit terms range between 30 and 90 days except Pemex that handles credit terms of 180 days. Credit terms negotiated with customers are subject to an internal approval process that considers the experience and profile of the customer. Current credit risk is managed by a periodic review of the accounts receivable aging analysis, together with credit limits per customer.

For certain types of services and customers, it is required that they pay in advance the amount corresponding to the services, thus mitigating the credit risk.

Trade accounts receivable consist of a large number of customers in various industries and geographical areas.

Guarantees (collateral)

The Company does not maintain any guarantee on its trade accounts receivable.

In addition, the Company does not have guarantees related to other financial assets (i.e., other receivables, cash and cash equivalents held in banks).

Trade accounts receivable

Grupo TMM applies the IFRS 9 simplified model of recognizing lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.

Expected credit loss rates are based on the sales payment profile over the last 48 months prior to December 2023 and 2022, respectively, as well as the corresponding historical credit losses during that period. Historical rates are adjusted to reflect current and future macroeconomic factors that affect the customer’s ability to liquidate the unpaid balance.

Trade receivables are written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Company on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery. However, industry and client’s practices could generate balances with more than 180 days of aging, for which conclusion is that those balances will be collected.

Pursuant to the foregoing, the expected credit loss for trade accounts receivable as of December 31, 2023 and 2022 was determined as follows:

	Trade accounts receivable days in arrears
	Current			More than 30 days			More than 60 days			More than 90 days			Total
As of December 31, 2023
Expected credit loss rate		0.0	%		0.0	%		0.0	%		13.8	%		-
Gross carrying value	$	49,544		$	8,867		$	3,505		$	206,684		$	268,600
Expected credit losses during the lifetime											28,612			28,612
As of December 31, 2022
Expected credit loss rate		0.0	%		0.0	%		0.0	%		26.3	%		-
Gross carrying value	$	230,010		$	3,522		$	36,265		$	98,893		$	368,690
Expected credit losses during the lifetime											25,975			25,975

Liquidity risk

The goal of Grupo TMM is to maintain a balance between the continuity of loans and flexibility through the use of bank loans and securitizations. As of December 31, 2023, and 2022, 70% and 52%, respectively, of Grupo TMM’s financial liabilities are due within the next 12 months.

As of December 31, 2023, and 2022, the financial liabilities and other liabilities of Grupo TMM had contractual maturities (including interest payments as applicable) and were summarized as follows:

	Current				Non-Current
	In 6 months		6 to 12 Months		1 to 4 years		More than 4 Years
At December 31, 2023
Trade payables	$	350,653	$	-	$	-	$	-
Accounts payable and accrued expenses		-		340,744		-		-
Related parties		-		147,098		-		-
Leasing liabilities		38,426		28,717		49,573		50,863
Financial debt		9,606		54,533		12,374		-
	$	398,685	$	571,092	$	61,947	$	50,863
At December 31, 2022
Trade payables	$	437,382	$	-	$	-	$	-
Accounts payable and accrued expenses		-		503,874		-		-
Related parties		-		165,280		-		-
Leasing liabilities		33,569		35,360		167,284		50,862
Financial debt		10,424		24,606		28,535		3,940
	$	481,375	$	729,120	$	195,819	$	54,802

The above amounts reflect the contractual cash flows without discount, which may differ from the values registered in the liabilities on the reporting date.

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Capital management policies and procedures

12 Months Ended

Dec. 31, 2023

Capital management policies and procedures [Abstract]

Capital management policies and procedures

26 Capital management policies and procedures

Grupo TMM’s capital management goal is to ensure the capacity of Grupo TMM to continue as a going concern and to provide its stockholders with an appropriate return on their investment. The Company monitors capital based on the carrying value plus its financial debt.

The Company sets its capital amount proportionate to its overall financing structure, meaning, the capital and financial liabilities that are not loans. Grupo TMM manages the capital structure and makes adjustments in light of changes in the economic conditions and the associated risks of the underlying assets. In order to maintain or adjust the capital structure, Grupo TMM may adjust the amount of capital reimbursements to stockholders, or issue new shares or sell assets to reduce its financial debt.

As of December 31, 2023, and 2022, the capital management was summarized as follows:

	2023			2022
Stockholders’ equity	$	1,974,377		$	1,801,024
Cash and cash equivalents		(100,044	)		(96,792	)
Stockholders’ equity, net	$	1,874,333		$	1,704,232
Total financial debt	$	76,513		$	67,505
Leasing liabilities		167,579			287,075
Overall financing	$	244,092		$	354,580
Capital-to-overall financing ratio		7.69			4.81

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Contingencies

12 Months Ended

Dec. 31, 2023

Contingencies [Abstract]

Contingencies

27 Contingencies

a) RPS Claim

On August 7, 2007, Transportación Marítima Mexicana, S.A. de C.V. (‘TMM’) filed a claim for arbitration against Refined Product Services (“RPS”) for US$50 thousand, f(approximately $845) or various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for US$3.0 million, (approximately $50,681) for alleged faults and lack of maintenance involving the tanker vessel Palenque, and also consequential damages for having lost a contract while the vessel was being repaired. The consolidated financial statements did not present any significant claims for payments of loss (RPS) during 2023 and 2022, and up to the authorization date hereof.

The Company’s Management and its legal advisors consider the position against this countersuit is strong, as there are sufficient elements and arguments for defense, also the amount claimed by RPS would appear to be excessive and for non-supported issues.

b) Tax liabilities determined on TMM

On February 5, 2020, TMM filed a lawsuit against the resolutions that determined several tax credits for alleged omissions of Income Tax and VAT withholdings to foreign residents, corresponding to the 2014 fiscal year, as of the date of the consolidated financial statements, it is still under study.

c) Motions for Annulment against various tax provisions

During 2017 and 2016, Grupo TMM filed Motions for Annulment with the Federal Court of Administrative Justice against various decisions of the Tax Administration Service (SAT), on the rejection of deductions (tax year 2007), modifications to the Consolidation Regime for controlled companies (tax year 2005), deferred income tax on consolidation (tax year 2010), and the termination of the consolidation regime (tax year 2013). It should be noted that all jurisdictional instances have been resorted to, including the revaluation of the determinants is being considered for a negotiation in favor of the Group’s interests; at the date of the consolidated financial statements it is still under study.

d) Other legal proceedings

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

e) Operations with related parties

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

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

The Company has significant transactions and relations with related parties, for which the Company holds documentation that confirms the terms of these transactions were conducted in 2022 similarly to transactions between unrelated parties. The Company and its subsidiaries are in the process of completing this study for 2023.

f) Other legislation

Grupo TMM and Subsidiaries are subject to the laws and ordinances of other countries, as well as international regulations governing maritime transportation and the observance of safety and environmental regulations.

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Subsequent events to the reporting date

12 Months Ended

Dec. 31, 2023

Subsequent events to the reporting date [Abstract]

Subsequent events to the reporting date

28 Subsequent events to the reporting date

No adjusting or significant non-adjusting events have occurred between the 31 December reporting date and the date of authorization.

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Authorization of the consolidated financial statements

12 Months Ended

Dec. 31, 2023

Authorization of the consolidated financial statements [Abstract]

Authorization of the consolidated financial statements

29
Authorization of the consolidated financial statements

The consolidated financial statements of the Company were authorized by Verónica Tego on August 1, 2024, in her capacity as Director of Administration and Finance, as well as by the Board of Directors on the same date, to be issued and subsequently approved by the General Stockholders’ Meeting, which has the authority to modify the accompanying consolidated financial statements.

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Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of significant accounting policies [Abstract]

Basis of preparation

4.1 Basis of preparation

The Company’s financial statements have been prepared on an accrual basis and under the historical cost convention except for the revaluation of properties. Monetary amounts are expressed in Mexican pesos and are rounded to the nearest thousands, except for earnings per share.

Basis of consolidation

4.2 Basis of consolidation

The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. Grupo TMM controls a subsidiary when it is exposed, or has rights, to variable returns resulting from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have the reporting date of “December 31”, for all years reported.

The balances and transactions among subsidiaries have been eliminated for the purposes of consolidation, including balances and unrealized gains on transactions between Grupo TMM’s companies. Unrealized losses on the sale of assets among the Company are eliminated in the consolidation and the asset involved is also reviewed for impairment from a group perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Non-controlling interest, presented as part of the stockholders’ equity, represents the portion of the subsidiary’s profit or loss and net assets that are not held by Grupo TMM. The Company attributes the total comprehensive income or loss of the subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.

Associates and joint ventures

Associates are all entities over which Grupo TMM has significant influence but not control. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement having rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted by the equity method and are initially recognized at their acquisition cost.

The carrying amount of investments in associates and joint ventures is increased or decreased to recognize Grupo TMM’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Company.

Unrealized gains on transactions between Grupo TMM and its associates and joint ventures are eliminated to the extent of the Company’s interest on those entities. When unrealized losses are eliminated, the asset involved is also tested for impairment.

Business combinations

4.3 Business combinations

Grupo TMM applies the acquisition method to accounting for business combinations. The consideration transferred by Grupo TMM to obtain control of a subsidiary is calculated as the sum of the fair values on the acquisition-date of the assets transferred, liabilities incurred, and the equity interests issued by Grupo TMM, which includes, accordingly, the fair value of any asset or liability that arises from the contingent consideration arrangement. Acquisition costs are expensed as incurred.

Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were recognized in acquirer’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.

Goodwill is stated after the individual recognition of identifiable intangible assets. It is calculated as the excess of the sum of: a) the fair value of the consideration transferred, b) the amount recognized for any non-controlling interest in the entity acquired, and c) the fair value on the acquisition date of any equity interest in the acquire, over the acquisition-date the fair values of the identifiable net assets. If the fair values of the identifiable net assets exceed the sum calculated above, this excess amount (e.g. gain on a bargain purchase) is immediately recognized in profit or loss.

Climate-related issues

4.4 Climate-related issues

Risks arising from climate change issues may have future adverse effects on the Group Company’s business. These risks include transition risks (e.g., regulatory changes and reputational risks) and physical risks (even if the risk of physical damage is low due to the Company’s activities and geographic location).

The Company is currently in the process of identifying significant risks generated by climate change that could adversely and materially affect its financial statements, Management continually evaluates the impact of climate-related issues.

Assumptions could change in response to future environmental regulations, new commitments and changes in customer demand, particularly from PEMEX. If these changes are not anticipated, they could impact the Company’s future cash flows, results of operations and financial position.

Foreign currency translation

4.5 Foreign currency translation

Functional and presentation currency

The consolidated financial statements are reported in Mexican pesos, which is also the functional currency of Grupo TMM.

Foreign currency balances and transactions

Foreign currency transactions are translated into the functional currency of the respective Company entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement of monetary items denominated in foreign currency at year-end exchange rates are recognized in profit or loss.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Cash and cash equivalents

4.6 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other highly liquid and short-term investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in their value.

Materials and supplies

4.7 Materials and supplies

Materials and supplies, consisting mainly of fuel and items for the maintenance of property and equipment and repair of containers of the Logistics, ports and terminals business and are valued at average cost and acquisition value, respectively.

Prepayments

4.8 Prepayments

Represent prepayments for services that will be received in the future and are amortized in the period when those services are received.

Property and equipment

4.9 Property and equipment

Properties

The properties (land and buildings) are measured at fair value, which are determined by external professional valuers every five years or before if the market factors indicate a significant change in the fair value. The last valuation of these assets was in December 2019.

The revaluation surplus (deficit) that is derived from the valuation of properties is recognized as part of ‘Other comprehensive income items’ and forms part of ‘other capital components’ in stockholders’ equity. A revaluation surplus is credited to income up to an amount equivalent to any revaluation write-down or impairment loss previously recognized income. Any excess is recognized in ‘Other comprehensive income items’ and in stockholders’ equity in the item of ‘Revaluation surplus’. Revaluation write-downs or impairment losses are recognized in ‘Other comprehensive income items’ up to the amount previously recognized on that asset in stockholders’ equity in the item of ‘Revaluation surplus’.

Any remaining decrease is recognized in income for the year. Any remaining balance of the revaluation surplus in stockholders’ equity at the time of disposing of the asset that gave rise thereto is reclassified to retained earnings. Moreover, any remaining balance of the revaluation surplus in stockholders’ equity may not be distributed to stockholders.

The depreciation of properties is recognized using the straight-line method to write down its carrying value less its estimated residual value. As no finite useful life for land can be determined, the related carrying amounts are not depreciated.

Equipment

Equipment is stated at construction or acquisition cost, including any cost directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by Grupo TMM’s Management. Depreciation of equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value.

Recurring maintenance and repair expenditures are charged to operating expenses as incurred. Major repairs to are capitalized and amortized over the period in which benefits are expected to be received. The material residual values and the estimated useful life are adjusted as necessary, at least once a year.

Gains or losses from the disposal of property and equipment are determined as differences between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss as part of ‘Other income (expenses)’, accordingly (see Note 18).

Construction in progress

Disbursements attributable to construction of assets that are identifiable and may be controlled by the Company are recognized as assets when they meet the following conditions:

● it is technically possible to complete the construction of the asset so that it can be available to be used;

● management has the intent of completing the asset to use it;

● it can be proven that the asset will generate economic benefits in the future;

● adequate technical, financial or another type of resources are available to complete the asset; and

● the disbursement attributable to the asset during its construction can be determined reliably.

Leased assets

4.10 Leased assets

The Company as lessee

The Company makes the use of leasing arrangements principally of warehouse, courtyards, corporate building and cranes. The rental contracts for facilities are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for cranes have lease terms of between 1 and 2 years without any extension terms. The Company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions.

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Some lease contracts contain both lease and non-lease components. These non-lease components are usually associated with facilities management services. The Company has elected to separate their lease and non-lease components based on their relative stand-alone prices.

Measurement and recognition of leases as a lessee

At lease commencement date, the Company recognizes a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability.

The Company depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Company’s incremental borrowing rate on the date of the revaluation when the implicit lease rate cannot be easily determined.

Lease payments included in the measurement of the lease liability are made up of fixed payments and variable payments based on an index or rate.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term. The revised lease payments are discounted using the Company’s incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset.

Payments under leases can also change when change through an index or a rate used to determine those payments. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

The Company as lessor

As a lessor the Company classifies its leases as either operating or finance leases.

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

Intangible assets

4.11 Intangible assets

Recognition of intangible assets

Software

Software licenses acquired are capitalized on the basis of costs incurred to acquire and install the specific software.

Trademark

The trademark acquired in a business combination that qualifies for separate recognition is considered an intangible asset and is recorded at its fair value.

Subsequent measuring

All finite-lived intangible assets are accounted for using the cost model by which the net capitalized costs of their residual value are amortized using the straight-line method throughout their estimated useful lives, in the case of the concession rights; these are amortized according to the term specified in the corresponding agreement. The residual values and useful lives are reviewed at each reporting date. The trademark is considered an intangible asset with an indefinite life; therefore, it is subject to impairment tests annually as described in Note 12.

The amortization is included in the consolidated statement of operations as part of the depreciation, amortization, and loss on revaluation item. Subsequent expenditures to preserve software and trademarks are expensed as incurred.

Impairment testing of long-lived assets

4.12 Impairment testing of long-lived assets

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

Trademark is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which management monitors the trademark.

Cash-generating units to which trademark has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognized for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows.

The data used for impairment testing procedures are directly linked to the Grupo TMM’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

With the exception of the trademark, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.

Non-current assets classified as held for sale

4.13 Non-current assets classified as held for sale

Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. Once classified as held for sale, the assets are not subject to depreciation or amortisation.

In the event of changes in the sale plans of assets classified as held for sale, the Company will present these assets in the non-current and they will be measured them at the lower of their carrying amount before the asset was classified as available for sale or at its recoverable amount on the date of the decision not to sell it.

Financial instruments

4.14 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flow from a financial asset expire, or when the financial asset and all the substantial risks and benefits have been transferred. A financial liability is derecognized as extinguished, discharged, canceled, or expired.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value, adjusted by transaction costs (where applicable).

Financial assets are classified into the following categories:

● amortized cost

● fair value through profit or loss (FVTPL)

● fair value through other comprehensive income (FVOCI).

In the periods presented the Company does not have any financial assets categorized as FVTPL or FVOCI.

The classification is determined by both:

● the Company’s business model for managing the financial asset; and

● the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial costs and income; except for impairment of trade receivables which is presented in the heading of ‘Other costs and expenses’.

Subsequent measurement of financial assets

Financial assets at amortized cost

Financial assets are measured at amortized cost if the assets meet the following conditions:

● they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

● the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortized cost using the effective interest method. The financial assets of the Company are not discounted since it is not material. The Company’s cash and cash equivalents, trade receivables and part of the other accounts receivable fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use more forward-looking information to recognize expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements included mainly trade receivables, contract assets recognized and measured under IFRS 15, other accounts receivables and accounts receivable from related parties.

Recognition of credit losses considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Grupo TMM makes use of a simplified approach in accounting for trade and other accounts receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.

The Company assess impairment of trade receivables based on the characteristics of the business segment, when appropriate this assessment is made on a collective basis as they possess shared credit risk characteristics, they have been grouped based on the days past due. Refer to Note 25, for a detailed analysis of how the impairment requirements of IFRS 9 are applied.

Classification and measurement of financial liabilities

The Company’s financial liabilities include borrowings, trade and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

All interest-related charges are included within finance costs or finance income.

Provisions, contingent liabilities and contingent assets

4.15 Provisions, contingent liabilities and contingent assets

Provisions are recognized when the present obligations resulting from a past event will probably lead to an outflow of the Company economic resources and the amounts can be reliably estimated. Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses.

Provisions are the estimated amounts required to be expended to settle the present obligation based on the most reliable evidence available at the date of the consolidated financial statements, including the risks and uncertainties associated with the present obligation. Provisions are discounted at their present value, where the time value of money is material.

All provisions are reviewed on the issuance of the financial statements and adjusted to reflect the current best estimate. When an outflow of economic resources for present obligations is not probable, this is not recognized as a liability, unless it was assumed in the course of a business combination. Such cases are disclosed as contingent liabilities unless the outflow of resources is remote.

Possible inflows of the Company’s economic benefits, which do not yet meet the criteria for recognition of an asset, are considered as contingent assets.

Taxes on earnings

4.16 Taxes on earnings

Calculation of current income tax is based on tax rates and tax laws that have been enacted or substantially enacted to the reporting date of the consolidated financial statements.

Deferred income tax is determined using the liability method, based on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Determination of deferred income tax has considered tax rates that will be effective at the time of reversion of the temporary differences.

The income tax expense in the statement of profit or loss includes the sum of the deferred tax, which has not been recognized in other comprehensive income or directly in stockholders’ equity, and the current income tax for the year.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which temporary differences can be utilized will be available (see Note 20).

This is assessed based on the Company’s forecast of future operating results, adjusted for significant items that are reconciled for the taxable income and the limits on the use of tax losses and other tax asset carryforwards.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Statutory employee profit sharing

4.17 Statutory employee profit sharing (PTU for its acronym in Spanish)

The determination of PTU requires that a 10% rate be applied to the base calculated for that profit sharing, in accordance with the Income Tax Law. This amount determined must be allocated to each employee based on the provisions of The Federal Labor (LFT for its acronym in Spanish). However, the amount allocated to each employee may not exceed the greater between the equivalent of 3 months of the employee’s current salary or the average of PTU received by the employee in the previous three years.

Post-employment benefits and benefits for short-term employees

4.18 Post-employment benefits and benefits for short-term employees

Post-employment benefits

Defined benefit plans

The seniority pension to which employees are entitled after 15 years of service and after having retired at the age of 60, are expensed in the years in which the services are rendered (see Note 22).

In addition, the Company has pension plans for certain employees who retire after the age of 65 (or early retirement at 60 or 55), in addition to having completed a minimum 15 years of service, which are expensed in the years in which the services are rendered (see Note 22).

Under the defined benefits plan, the pension amount an employee will receive upon retirement is determined in reference to the time of service and salary determined for each case based on the plan. The legal obligation of the benefits lies with Grupo TMM, even if the plan’s assets to finance the defined benefits plan are separate. The plan’s assets may include assets specifically designated in a long-term benefit fund.

The liability recognized in the consolidated statement of financial position for the defined benefits plans is the present value of the defined benefits obligation (DBO) as of the reporting date less the fair value of the plan assets.

Management estimates the DBO annually with the assistance of independent actuaries, based on the standard inflation rate, the salary growth rates, and the mortality rate. The discount factors are determined near the close of each year in reference to the high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturities similar to the terms of the corresponding pension liability.

The net cost for the defined benefits liability period is included in the item ‘Salaries, wages and employee benefits’ in the consolidated statements of profit or loss.

Indemnifications

Indemnifications that are not substitutive of retirement, paid to personnel who leave the company due to restructuring or any other reason, are charged to the operations for the period when incurred or provisions are created when there is a present obligation of these events, with a probability of an outflow of resources and this obligation can be reasonably estimated.

Short-term employee benefits

Short-term employee benefits, including vacation entitlement, are current liabilities included in ‘Accounts payable and accrued expenses’, measured at the amount Grupo TMM expects to pay as a result of time not taken; as these liabilities are short-term, they were not discounted as their effect is considered immaterial.

Stockholders' equity

4.19 Stockholders’ equity

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common shares.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxes, from the proceeds. Incremental costs directly attributable to the issue of new shares or options are included in the cost of acquisition as part of the purchase consideration.

The accumulated results include the profit (loss) for the year and previous periods.

Other components of equity capital include:

● revaluation surplus, including gains and losses from the revaluation of properties;

● statutory reserve corresponds to the separation of earnings withheld for this reserve;

● additional paid-in capital is equivalent to the amount received in excess of the par value of the shares;

● translation result represents the cumulative effect of the change in functional currency in previous years; and

● actuarial gains and losses include experience adjustments (the effects of differences between the previous actuarial assumptions and what has actually occurred); and the effects of changes in actuarial assumptions.

Recognition of revenue, costs and expenses, and financing costs

4.20 Recognition of revenue, costs and expenses, and financing costs

Revenues

Company’s revenue arises mainly from services of maritime transportation, logistics and warehousing. To determine whether to recognize revenue, the Company follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognizing revenue when/as performance obligation(s) are satisfied.

The Company does not carry out transactions that involve different contracts and on which their characteristics must be combined in accordance with IFRS. Moreover, transactions are not usually carried out that involve different services as part of the same contract; therefore, the total price of the transaction for a contract in all cases is allocated to a single performance obligation, based on their relative independent sales prices. The transaction price for contracts does not consider variable payments, except for certain service payments that are not considered significant in connection with the total revenues of the Company, nor are payments in kind, nor amounts collected on behalf of third parties and nor contemplate a financing component.

All revenues are recognized over time, as the Company meets performance obligations by transferring the services promised to its customers.

When the Company meets a performance obligation before receiving the payment, the Company already recognizes either a contract asset or a receivable in its consolidated statement of financial position, depending upon if something else is required than only passage of time before the consideration becomes due. The Company generally does not receive payments in advance in connection with performance obligations; therefore, contractual liabilities are not required to be recognized.

In obtaining these contracts, the Company incurs immaterial incremental costs. Since the amortization period of these costs would be less than one year, if capitalized, and also that those costs are immaterial, the Company makes use of the practical expedient in IFRS 15.94 and expenses them as they incur.

Offshore vessels and “loderos”

These revenues derive from the transport of materials, personnel, equipment and spare parts, positioning and handling of anchors of marine platforms and barges, support for inspection and underwater exploration with specialized vessels, protection services provided with ships against fire, and administration and operation of ships to third parties, as well as offshore and in-port fluid processing services, through Grupo TMM or third-party vessels, usually in periods of 1 year for ‘time charter’ contracts and 1 to 30 days, under the ‘SPOT’ mode, the rate is fixed and is established at the beginning of the contract based on market prices.

The performance obligation is satisfied when the offshore services are provided and received by the customers, the revenues are recognized over time on a straight-line basis over the term of each contract. Since the costs required to provide service under these contracts do not vary significantly, such method best depicts the transfer of services.

Amounts that remain uncollected at the end of the reporting period are presented in the statement of financial position as contract assets as it takes more than just a passage of time for them to become due for payment. Grupo TMM generally does not receive advances in excess of the amount of obligations satisfied and therefore no balances of contract liabilities are incurred.

Parcel vessels and bulk carriers

These revenues are derived from the transportation of merchandise through the Company’s own shipments or third parties, usually in periods ranging between 7 and 30 days. The rate is fixed and it is set at the beginning of the contract, based on the space or capacity required by the customer. The performance obligation is met as the merchandise is transported from the point of origin to the destination. Revenues are recognized over time on a straight-line basis during the term of each contract. Given that the costs required for rendering the service under these contracts do not vary significantly, that method provides a reasonable representation of the services transferred. The bulk carrier business was concluded in the first quarter of 2023.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time elapsed in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, contract liability balances are not generated.

Maritime administration services

Until the month of August 2022, they correspond to revenues for services rendered for contracting, operating, and managing shipments, mainly offshore service providers. The rate for these services is determined by applying a 2.85% profit margin to the costs incurred by the Company for rendering services. This percentage is reviewed annually, and it can be increased under certain circumstances, but by applying it beginning the year subsequent to its modification, these services are considered a single performance obligation. Accordingly, the consideration is totally allocated; revenues are recognized over time as the related costs are incurred by applying the corresponding profit margin. The amounts are billed monthly, in accordance with these referred to above; therefore, neither asset balances nor contract liabilities are generally generated.

Ship repair services (shipyard) and containers

Correspond to revenues for minor and major repairs and maintenance to ships made at the facilities of the Company (shipyard), as well as containers of shipping companies and others such as wharfage. The consideration for the services is fixed, and it is determined in the contract based on the work ordered, including materials and replacement parts, which must be realized in an estimated period for the work, which ranges from 2 days up to 60 days for ships, and from 1 day up to 6 days for containers. Wharfage depends on the considerations of the ship from 1 to 365 days, due to the high degree of interdependence among the various elements of these services. They are recorded in the accounting as a single performance obligation. These revenues are recognized over time in conformity with the completion of the services agreed upon.

The Company measures its completion toward total compliance of the performance obligation by comparing real hours invested up to the date with the total estimated hours required to perform the repair or maintenance, including related costs. This base reasonably represents services transferred to each customer, by virtue of the ability of the Company to make reliable estimates based on its significant historical experience in rendering these services.

The amounts that remain unbilled at the end of the reporting period are presented in the consolidated statement of financial position as contractual assets, since something additional is required in addition to time passaged in order for those amounts to become due and payable. The Company generally does not receive advances that exceed the amount of obligations met; therefore, liabilities balances are not generated.

Other services

The Company obtains revenues for other services such as suppliers, purchase and sale of hydrocarbons, agency, port formalities, among other things. Most of these services are considered single performance obligations in the terms of the respective contracts, and the consideration is entirely allocated to those performance obligations. Revenues are recognized over time, since customers receive and consume the benefits as the Company renders the services, that is, as the performance obligations are met. The Company does not generate asset balances or contract liabilities for most of these services. The Company acts as an agent for the specific case of agency and purchase and sale of hydrocarbons services and, therefore, it recognizes the revenues corresponding to the profit margin generated net of the costs incurred.

Costs and expenses

The costs and expenses for maritime, and also those related to other logistics operations, are recognized in operations when the services are rendered, materials are consumed or as incurred.

Financing income and costs

Interest income and expense are reported as accrued using the effective interest method and are reported as part of the comprehensive financing cost.

Information by segments

4.21 Information by segments

The Company has four operating segments: specialized maritime, maritime infrastructure, logistics ports and terminals and warehousing division. These operating segments are monitored by the Company’s Management, who is responsible for making strategic decisions, which are made based on adjusted operating segment results. In identifying its operating segments. Management follows Grupo TMM’s service lines, which represent the main services provided by the Company.

Each of these operating segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.

The accounting policies Grupo TMM uses for segment reporting are the same as those used in its consolidated financial statements, with the exception that corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, this primarily applies to Grupo TMM’s corporate headquarters.

Significant management judgment in applying accounting policies and estimation uncertainty

4.22 Significant management judgment in applying accounting policies and estimation uncertainty

When preparing the consolidated financial statements, Management considers a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Significant management judgment

The reporting judgments made by Management as to the application of the accounting policies of the Company that would have a material effect on the consolidated financial statements are described as follows:

Evaluation of control, significant influence, and joint control

Management evaluates the terms of voting power with respect to its investees, the power to govern, decisions, contractual and legal agreements, upon determining if there is control, significant influence, and joint control. Significant judgment is required by evaluating some of these characteristics that can be modified over time (see Note 4.2).

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is provided below; actual results may be substantially different.

Impairment of long-lived assets

On assessing impairment, Management determines the recoverable value of each asset or cash generating unit based on the expected future cash flows and determines an adequate interest rate to be able to calculate the present value of these cash flows.

The uncertainty in the estimate is related to the assumptions regarding results of future operations and the determination of suitable discount rate.

Useful lives of depreciable assets

Management reviews the useful lives of the depreciable assets on each reporting date, based on the expected use of each asset. The uncertainty in these estimates is derived from the technical obsolescence that could change the expected use of equipment.

Defined benefits obligation

Management’s estimate of the DBO is based on a number of critical assumptions, such as inflation rates, mortality rates, discount rate, and a consideration for future salary increases. The variances in these assumptions can impact the amount of the DBO and the corresponding annual expense for defined benefits (the analysis is provided in Note 22).

Measures of fair value

Management uses valuation techniques to measure the fair value of its properties. This results in Management preparing estimates and assumptions based on market information and using observable data that could be used by market participants to assign a price to the asset. These fair value estimates for these non-financial assets can vary from the actual prices obtained on operations at market value on the reporting date, as well as future results and the discount rate (see Note 24).

Leases – determination of the appropriate discount rate to measure lease liabilities

As noted above, the Company enters into leases with third-party landlords and as a consequence the rate implicit in the relevant lease is not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow over similar terms which requires estimations when no observable rates are available.

These rates are, where necessary, then adjusted to reflect the credit worthiness of the entity entering into the lease and the specific condition of the underlying leased asset.

Effect of estimation uncertainty:

The effect of a change in the incremental borrowing rate for leases entered into during the reporting period is shown in the table below:

Estimate	Change in estimate	Effect on right-of-use asset	Effect on lease liability
Incremental borrowing rate	1% increase in the rate	Reduction of $3,295	Reduction of $3,295

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Nature of operations (Tables)

12 Months Ended

Dec. 31, 2023

Nature of operations [Abstract]

Percentage of Equity Interest in Various Subsidiaries

At December 31, 2023 and 2022, Grupo TMM holds the percentage of equity interest in various subsidiaries, the most significant are as follows:

	% of ownership
	2023			2022
Specialized maritime
Transportación Marítima Mexicana, S.A. de C.V.		100	%		100	%
Administradora Marítima TMM, S.A.P.I. de C.V.		100	%		100	%
TMM Parcel Tankers, S.A. de C.V.		100	%		100	%
Maritime infrastructure
Inmobiliaria Dos Naciones, S. de R.L. de C.V.		100	%		100	%
Warehousing
Almacenadora de Depósito Moderno, S.A. de C.V. (Almacén General de Depósito)		100	%		100	%
Saricogui Logística, S.A.P.I. de C.V.		100	%		-
TMM Almacenadora, S.A.P.I. de C.V.		-			100	%
Logistics, ports and terminals
TMM Logistics, S.A. de C.V.		100	%		100	%
Autotransportación y Distribución Logística, S.A. de C.V.		100	%		100	%
Prestadora de Servicios MTR, S.A. de C.V.		100	%		100	%
Bimonte, S.A. de C.V.		100	%		100	%
Caoba Energía, S. de R.L. de C.V.		100	%		100	%
Services & Solutions Optimus, S. de R.L de C.V.		100	%		100	%
Servicios Tecnológicos ST, S.A. de C.V.		-			100	%
Servicios Administrativos API Acapulco, S.A. de C.V.		51	%		51	%
Administración Portuaria Integral de Acapulco, S.A. de C.V.		51	%		51	%
Payroll outsourcing
Mexschiff Operación de Personal, S.A.P.I. de C.V.		100	%		100	%
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.		100	%		100	%
Perhafen Services Marítimos, S.A.P.I. de C.V.		100	%		100	%
TMM Dirección Corporativa, S.A.P.I. de C.V.		100	%		100	%
Perjomar Operadora, S.A.P.I. de C.V.		100	%		100	%
Property leasing
Inmobiliaria TMM, S.A. de C.V.		100	%		100	%

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Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of significant accounting policies [Abstract]

Change of effect on incremental borrowing rate for leases

The effect of a change in the incremental borrowing rate for leases entered into during the reporting period is shown in the table below:

Estimate	Change in estimate	Effect on right-of-use asset	Effect on lease liability
Incremental borrowing rate	1% increase in the rate	Reduction of $3,295	Reduction of $3,295

Immaterial corrections reflecting the prior period

A summary of immaterial corrections reflecting the prior period impact to the Company’s Statements of financial position, for the year ended December 31, 2022 is shown below:

	2022		Correction			2022
Trade receivables	$	471,514	$	(31,655	)	$	439,859
Related parties		39,468		31,655			71,123
	$	510,982	$	-		$	510,982

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Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2023

Cash and cash equivalents [Abstract]

Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Cash on hand	$	681	$	634
Cash at banks		88,231		74,554
Short-term investments (a)		9,467		19,545
	$	98,379	$	94,733

(a) Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.

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Trade receivables (Tables)

12 Months Ended

Dec. 31, 2023

Trade receivables [Abstract]

Summary of Trade Receivables

Trade receivables as of December 31, 2023 and 2022, are summarized as follows:

	2023			2022
Maritime
Offshore vessels	$	180,827		$	166,703
Parcel tankers		10,697			12,604
Shipping agencies		1,786			26,904
Bulk Carrier		-			33,896
Maritime infrastructure
Shipyard		33,328			56,343
Ports, terminals and logistics
Port services		371			100
Repair of containers		6,971			9,970
Automotive services		1,291			795
Warehousing and other businesses
Warehousing		31,631			60,040
Other businesses		1,698			1,335
Total trade receivables		268,600			368,690
Contract assets		67,765			97,144
Allowance for doubtful accounts		(28,612	)		(25,975	)
	$	307,753		$	439,859

Activity in Allowance for Doubtful Accounts

The activity in the allowance for doubtful accounts is presented below:

	2023			2022
Balance as of January 1	$	25,975		$	20,294
Impairment loss for the period		8,737			7,277
Receivables written off during the year		(6,100	)		(1,596	)
Balance as of December 31	$	28,612		$	25,975

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Other accounts receivable (Tables)

12 Months Ended

Dec. 31, 2023

Other accounts receivable [Abstract]

Summary of Other Accounts Receivable

Other accounts receivable as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Current
Recoverable taxes	$	194,918	$	193,508
Services for port, maritime and other operations		-		112,714
Employees		4,540		4,549
Insurance claims		-		794
Others		14,633		25,530
		214,091		337,095
Non-current
Value added tax recoverable (a)		195,473		273,314
	$	409,564	$	610,409

(a) During the 2023 and 2022, the Value Added Tax (VAT) recovery processes have been prolonged by the tax authorities by extending the recovery periods.

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Property and equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property and equipment [Abstract]

Summary of Property and Equipment

Property and equipment as of December 31, 2023 and 2022 are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Disposals		Transfers and others				Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	53,579	$	-		$	-	$	(9,659	)		$	23,172	$	20,748		3
Shipyard		114		-			-		-				30		84		40
Major maintenance		14,582		23,301			-		(4,857	)			10,929		22,097		2.5
Buildings and facilities		103,815		-			-		404				3,186		101,033		20 y 25
Warehousing equipment		601		-			-		(392	)			177		32		10
Computer equipment		182		93			-		(22	)			102		151		3 y 4
Terminal equipment		20,996		-			-		-				2,133		18,863		10
Ground transportation equipment		3,132		2,096			-		-				898		4,330		4.5 y 10
Other equipment		10,101		128			-		23				1,538		8,714
		207,102		25,618			-		(14,503	)			42,165		176,052
Lands		1,147,174		-			-		272,500		(b)		-		1,419,674
Constructions in progress		136,495		105,727	(a)		-		(11,816	)			-		230,406
	$	1,490,771	$	131,345		$	-	$	246,181			$	42,165	$	1,826,132

	2022
	Net balances at beginning of year		Additions		Disposals			Transfers and others			Depreciation		Net balances at year end		Estimated useful lives (years)
Maritime equipment	$	70,838	$	-	$	-		$	(4,099	)	$	13,160	$	53,579		3
Shipyard		149		-		-			-			35		114		40
Major maintenance		1,945		-		-			15,185			2,548		14,582		2.5
Buildings and facilities		116,714		425		-			(9,780	)		3,544		103,815		20 y 25
Warehousing equipment		387		290		-			(1	)		75		601		10
Computer equipment		277		49		-			(5	)		139		182		3 y 4
Terminal equipment		23,337		1		-			(2	)		2,340		20,996		10
Ground transportation equipment		2,564		1,321		-			-			753		3,132		4.5 y 10
Other equipment		8,434		3,620		-			(458	)		1,495		10,101
		224,645		5,706		-			840			24,089		207,102
Lands		1,199,550		-		61,973	(c)		9,597			-		1,147,174
Constructions in progress		116,743		19,525		-			227			-		136,495
	$	1,540,938	$	25,231	$	61,973		$	10,664		$	24,089	$	1,490,771

All the amounts for depreciation and for loss from revaluation are included as part of the depreciation, amortization, and loss from revaluation on the consolidated statements of profit or loss.

The accumulated depreciation on property and equipment at December 31, 2023 and 2022 is $183,592 and $141,427, respectively.

(a) Consists mainly of the design and conversion projects for the Aurora Pearl and World Peridot mud vessels for $65,857 and $36,443, respectively. The start of operations of these vessels occurred at the end of the 1st quarter of 2024.

(b) Corresponds to the transfer of assets available for sale because the sale has not been completed. As of December 31, 2022, the asset held for sale corresponds to land located at Tuxpan Veracruz. During Q4 of 2023, the offer maintained by an independent third party was withdrawn due to changes in its strategic plan. In addition, Management decided not to continue with the plans to sell this asset, as a result, Management decided to classify the land again as PP&E.

(c) It consists of the retirement of 5 real properties in August de 2022, the real property named “El Montero” and 4 real properties classified as available-for-sale, pursuant to the accord and satisfaction contract with Fibra FUNO for the total payment of liabilities in benefit of Fibra FUNO in lease agreements. A total loss was incurred on the operation in the amount of $57,804. (See Note 10).

Cost Model Revalued Carrying Amounts

If the cost model had been used, the revalued carrying amounts for land and properties as of December 31, 2023 and 2022, would be as follows:

	2023		2022
Lands	$	847,745	$	653,640
Properties		198,736		126,675
	$	1,046,481	$	780,315

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Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Right-of-Use Assets

Right-of-use assets

	2023
	Warehouse			Cranes		Courtyards			Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2023	$	245,741		$	4,977	$	79,779		$	22,135	$	-	$	352,632
Additions		62,630			-		-			-		-		62,630
Disposals		157,746	(a		-		23,215	(b		-		-		180,961
Balance at December 31 2023		150,625			4,977		56,564			22,135		-		234,301
Depreciation
Balance January 1 2023		57,263			2,073		9,140			15,218		-		83,694
Disposals		68,704	(a		-		9,673	(b		-		-		78,377
Depreciation		64,936			2,488		8,075			5,534		-		81,033
Balance December 31 2023		53,495			4,561		7,542			20,752		-		86,350
Carrying amount December 31 2023	$	97,130		$	416	$	49,022		$	1,383	$	-	$	147,951

	2022
	Warehouse			Cranes		Courtyards		Dock major maintenance		Corporate building			Total
Gross carrying amount
Balance January 1 2022	$	346,095		$	11,722	$	71,397	$	22,135	$	92,170		$	543,519
Additions		57,524			4,977		56,564		-		-			119,065
Disposals		157,878	(d		11,722		48,182		-		92,170	(c		309,952
Balance at December 31 2022		245,741			4,977		79,779		22,135		-			352,632
Depreciation
Balance January 1 2022		138,709			11,268		33,459		9,684		13,167			206,287
Disposals		129,255	(d		11,399		34,701		-		21,070	(c		196,425
Depreciation		47,809			2,204		10,382		5,534		7,903			73,832
Balance December 31 2022		57,263			2,073		9,140		15,218		-			83,694
Carrying amount December 31 2022	$	188,478		$	2,904	$	70,639	$	6,917	$	-		$	268,938

(a) In August 2023, Ademsa renegotiated the lease contract for the offices and warehouses in Azcapotzalco, signing a new contract for one year and two months. The net effect of this transaction (credit) in the amount of $20,227 is shown under other income (expenses).

(b) Corresponds to the cancellation of the lease contracts for the Manzanillo, Veracruz and Altamira yards of the M&R business.

(c) It corresponds to the cancellation of the lease agreement of Torre Latino y Cuspide in August, pursuant to the accord and satisfaction contract in payment of 5 real properties with Fibra FUNO (see Note 9a). Moreover, as part of the contract, Fibra FUNO accepts to liquidate the credit in benefit of Banco de Bajío in the amount of $22,000, which gave rise to a loss on the transaction in the amount of $57,804 (see Note 18).

(d) It corresponds to the cancellation of lease agreements for warehouses used for the storage business.

Information of Lease Liabilities

As of December 31, 2023 and 2022, the information of lease liabilities is presented in the statement of financial position and is summarized below:

	Short-term		Long-term
2023
Payable in Mexican pesos
Warehouse	$	62,390	$	48,326
Cranes		681		-
Courtyards		2,463		52,110
Major vessel maintenance		1,609		-
	$	67,143	$	100,436

2022
Payable in Mexican pesos
Warehouse	$	52,581	$	150,091
Cranes		2,574		456
Courtyards		7,701		65,990
Major vessel maintenance		6,073		1,609
	$	68,929	$	218,146

Leasing Activities by Type of Right-of-Use Asset

The table below describes the nature of Grupo TMM’s leasing activities by type of right-of-use asset recognized in the consolidated statement of financial position:

Right-of-use asset	No. of right-of-use assets leased		Range of remaining term (years)		No. of leases with extension options		No. of leases with purchase option		No. of leases with variable payments linked to an index		No. of leases with termination options
Warehouse		7		2 – 9		2		-		7		-
Courtyards		1		2 – 9		1		-		1		-
Cranes		1		1		-		-		-		-
Floating dry-dock		1		1		-		-		-		-

Minimum Future Lease Payments

Lease liabilities are guaranteed with related underlying assets. Future minimum lease payments at December 31 2023 and 2022 were as follows:

	Within the 1st year			1 to 3 years			3 to 5 years			After 5 years			Total
Balance as of December 31, 2023
Lease payments	$	84,606		$	64,122		$	28,902		$	56,113		$	233,743
Financial charges		(17,463	)		(21,683	)		(14,328	)		(12,690	)		(66,164	)
Net present value	$	67,143		$	42,439		$	14,574		$	43,423		$	167,579
Balance as of December 31, 2022
Lease payments	$	103,127		$	178,272		$	44,319		$	70,243		$	395,961
Financial charges		(34,198	)		(38,237	)		(17,071	)		(19,380	)		(108,886	)
Netpresent value	$	68,929		$	140,035		$	27,248		$	50,863		$	287,075

Expense Relating to Payments not Included in Measurement of Lease Liability

The expense relating to payments not included in the measurement of the lease liability is as follows:

	2023		2022
Short-term leases (a)	$	523,174	$	694,200
Leases of low-value assets		8,294		6,249
	$	531,468	$	700,449

(a) Corresponds to the leasing of mud and parcel tankers vessels.

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Intangible assets (Tables)

12 Months Ended

Dec. 31, 2023

Intangible assets [Abstract]

Summary of Intangible Assets

Intangible assets as of December 31, 2023 and 2022, are summarized as follows:

	2023
	Net balances at beginning of year		Additions			Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software	$	31,925	$	5,700	(b)	$	-	$	3,037	$	34,588	3 and 5
Trademark (a)		125,528		-			-		-		125,528	Indefinite
	$	157,453	$	5,700		$	-	$	3,037	$	160,116

	2022
	Net balances at beginning of year		Additions		Transfers and others		Amortization		Net balances at year end		Estimated useful life (years)
Software (c)	$	34,583	$	-	$	-	$	2,658	$	31,925	3 and 5
Trademark (a)		125,528		-		-		-		125,528	Indefinite
	$	160,111	$	-	$	-	$	2,658	$	157,453

(a) Corresponds to the rights on the Marmex trademark associated with the maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing (see Note 12).

(b) Corresponds to the acquisition of software for environmental impact measurement on August 2, 2023.

(c) Corresponds mainly to the SAP Hana system upgrade project.

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Impairment of long-lived assets (Tables)

12 Months Ended

Dec. 31, 2023

Impairment of long-lived assets [Abstract]

Key Assumptions Used in Historical Data from External and Internal Sources

The value of the key assumptions used reflects historical data from external and internal sources and are shown below:

	2023			2022
Growth rate		2.3	%		2.5	%
Discount rate		11.21	%		10.85	%

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Financial assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Financial assets and liabilities [Abstract]

Financial Assets

The financial assets and liabilities as of December 31, 2023 and 2022, are summarized as follows:

	2023		2022
Financial assets
Valued at amortized cost
Cash and cash equivalents	$	98,379	$	94,733
Restricted cash		1,665		2,059
Trade receivables		239,988		342,715
Other accounts receivable		19,173		143,587
Related parties		70,078		71,123
Total current financial assets	$	429,283	$	654,217

Financial Liabilities

Financial liabilities
Valued at amortized cost
Short-term portion of the financial debt	$	64,139	$	35,030
Trade payables		350,653		437,382
Accounts payable and accrued expenses		275,540		466,077
Related parties		147,098		165,280
Total short-term portion of the financial debt		837,430		1,103,769
Long-term financial debt		12,374		32,475
Total financial liabilities	$	849,804	$	1,136,244

Information for Financing

The information for financing as of December 31, 2023 and 2022 is summarized as follows:

	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in Mexican pesos
Daimler Financial Services México, S. de R.L. de C.V.	$	6,720	$	-	$	6,946	$	6,720
Recognition of debt and substitution of debtor for $40.9 million at a fixed rate of 12%, with monthly payments of principal and interest and maturing in November 2019.
In order to improve the profile of the schedule of payments, a new debt recognition was formalized on October 11, 2018, in the amount of $28 million at a 12.9% fixed rate, with monthly payments on principal and interest, due October 2021.
In order to face the effects of the Covid-19 pandemic, the Company obtained two grace periods of 3 months each for the principal payment from April to September 2020, extending the term of the loan to January 2022.
On June 19, 2021, a new agreement was signed with the finance company in order to extend the amortization period for a total amount of $19.9 million at a fixed rate of 12.9%, with monthly payments of principal and interest and maturity in June 2024.
On August 2, 2022, a new agreement was signed with the financial company in order to extend the amortization period, for a total amount of $15.4 million at a fixed rate of 13.0%, with monthly payments of principal and interest and maturing in December 2024.
Banco Autofin México, S.A. Institución de Banca Múltiple		3,000		-		4,257		3,000
Five simple lines of credit with mortgage guarantee initially contracted for $25.5, $45.8, $34.6, $21.6 and $8.4 million at a variable rate of 28-day TIIE plus 450 base points, with monthly payments of principal and interest and maturing in September 2024. The credit for $25.5 was settled on January 14, 2022. The credits for $45.8, $34.6 and $8.4 were settled on July 29, 2022.
On November 26, 2018, a new credit line for $20.0 million was drawn down at a 28-day TIIE variable rate plus 550 base points and due in November 2023. This credit was settled on January 27, 2023.
In order to deal with the effects of the Covid-19 pandemic, the Company obtained a 6-month grace period in the principal payment of 4 of the 6 lines, the period applies from January to June of 2020, extending the maturity of these lines accordingly. This loan was paid on March 27, 2024.

	2023				2022
	Short-term		Long-term		Short-term		Long-term
INPIASA, S.A. de C.V.		202		-		403		-
Contract for line of credit, the first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August 2021.
In 2022, an amending agreement was signed with INPIASA in order to extend the amortization period, maturing in December 2024.
Others investors		11,711		-		12,561		-
Two unsecured loans were contracted, each for $6.0 million at a fixed annual rate of 15.0%, with principal and interest payments due, originally in October 2020. In January 2021, a principal payment of $1.0 million was made to each line. As part of the negotiations carried out by the Company, new conditions were agreed for each line, increasing the interest rate by 0.25%, as well as extending the maturity date in October 2023.The loan remains current and maturity was extended to December 31, 2024.
In July 2021, a credit line with multiple drawdowns was contracted, the first being made on July 28, 2021. The balance as of December 31, 2022, is $5,061 million with a rate of 15% and maturing in September 2023. The loan remains current and maturity was extended to December 31, 2024.
Hewlett Packard		159		324		137		350
In January 2022, an additional line was contracted for $622.5, at a fixed rate of 9.87%, monthly payments of principal and interest on unpaid balances with maturity in December 2025.
On July 14, 2022, the contract was renegotiated with the following conditions: a fixed rate of 11.20%, monthly payments of principal and interest on unpaid balances, and maturity in September 2026.
Desarrollo del Crédito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada		25,068		-		-		-
In March 2023, a line of credit was contracted for $7.7 million at a fixed annual rate of 13.50%, maturing in March 2024.
In April 2023 a line of credit was contracted for $11.6 million and in June 2023 a line of credit was contracted for $5.651 million, both at an annual fixed rate of 13.50%, with maturity dates in April and June 2024, respectively.
Excavsa, S.A. de C.V.		3,000		-		-		-
On October 2, 2023, a line of credit was contracted for $3.0 million at a monthly fixed rate of 2.0%, with a maturity date of October 2, 2024. This loan was paid on April 3, 2024.
Interest payable		4,942		-		2,174		-
		54,802		324		26,478		10,070

	2023				2022
	Short-term		Long-term		Short-term		Long-term
Payable in US dollars
Hewlett Packard		6,383		12,050		5,258		19,074
Two lines of credit for $607.8 thousand dollars and $201.6 thousand dollars, at a fixed rate of 6.84% and 6.13%, monthly payments of principal and interest on unpaid balances and maturing in March and October 2024, respectively.
In order to face the effects of the Covid-19 pandemic, the Company obtained a grace period of 3 months in the payment of principal for the months of May to July, extending the term of each credit line 3 months.
In order to continue with the Company’s technological transformation strategy, 3 additional simple credit lines were contracted for $86.6 thousand dollars, $96.9 thousand dollars and $ 252.1 thousand dollars, at a fixed rate of 5.96%, 7.16% and 4.58% fixed annual, respectively, monthly payments of principal and interest on unpaid balances and maturing in March, April and August 2025.
In January 2021, two additional lines were contracted for $43.3 thousand dollars and $385.0 thousand dollars, at a fixed rate of 5.14% and 4.76%, monthly payments of principal and interest on unpaid balances and maturity in December 2025.
On July 14, 2022, the contracts were renegotiated with the following conditions for each line, increasing the rate by 0.25%, as well as extending the maturity date for one year.
On September 25, 2023, the contracts were renegotiated with the same conditions for each line, increasing the rate by 0.25% and extending the maturity date to March 31, 2027.
PNC, Bank, N.A.		2,906		-		3,294		3,331
Line of credit with collateral for $860 thousand dollars hired on August 22, 2019, at a fixed rate of 4.40%, semiannual payments of principal and interest on unpaid balances and maturing in July 2024.
Interest payable		48		-		-		-
		9,337		12,050		8,552		22,405
	$	64,139	$	12,374	$	35,030	$	32,475

Maturity of Long-term Financial Debt

The maturity of the long-term financial debt as of December 31, 2023 and 2022 is as follows:

	2023		2022
Maturity
2024	$	-	$	16,617
2025		7,312		6,362
2026		4,518		5,556
2027		544		3,940
	$	12,374	$	32,475

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Balances and transactions with related parties (Tables)

12 Months Ended

Dec. 31, 2023

Balances and transactions with related parties [Abstract]

Transactions with Related Parties

The accounts payable and transactions with related parties as of December 31, 2023 and 2022 are summarized as follows:

	2023				2022
	Receivable		Payable		Receivable		Payable
Marítima del Golfo de Mexico y Subsidiarias para el Petróleo, S.A. de C.V. (before División Marítima, S.A. de C.V.) (a)	$	70,078	$	-	$	71,123	$	-
SSA México, S.A. de C.V. (b)		-		12,466		-		8,111
Stockholders (c)		-		134,632		-		157,169
	$	70,078	$	147,098	$	71,123	$	165,280

(a) Balances receivable are related to agency and maritime provider commission services.

(b) The accounts payables to SSA México, S.A. de C.V. are largely due to subagency services that this related party provides to Grupo TMM.

(c) Lines of credit in the amount of $130 million at a 15% annual fixed rate, with payments on capital and interest upon maturity, extended one more year, that has initial due date as of December 2023. Interest expenses of these credits amounted to $16,290 and $18,227 for the twelve months periods ended December 31, 2023 and 2022, respectively.

The most relevant transactions with related parties as of December 31, 2023, 2022 and 2021 are summarized as follows:

	2023		2022		2021
Revenue:
Wharfage services	$	6,227	$	-	$	-
Systems		2,650		-		-
Maritime services (a)		-		20,958		71,823
Shipping agency services (b)		226		412		419
	$	9,103	$	21,370	$	72,242
Costs:
Sub-agency commissions (c)	$	6,910	$	7,237	$	4,062
Expenses:
Other expenses (d)	$	-	$	-	$	180
Interests:	$	16,290	$	18,227	$	10,329

(a) Maritime services between TMM Dirección Corporativa, S.A. de C.V, subsidiary of Grupo TMM, and Marítima del Golfo. The contract termination date was August 2022.

(b) Shipping agency services between Administradora Marítima TMM, S.A.P.I. de C.V., subsidiary of Grupo TMM, and Marítima del Golfo.

(c) Shipping agency servicies provided by SSA México, S.A. de C.V. to Administradora Marítima TMM, S.A.P.I. de C.V.

(d) Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.

Transactions Involving Executive Personnel

Transactions involving executive personnel for the years ended December 31, 2023, 2022 and 2021, include the following expenses:

	2023		2022		2021
Short-term benefits
Salaries	$	10,761	$	19,055	$	28,697
Social security contributions		1,900		736		1,843
	$	12,661	$	19,791	$	30,540

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Accounts payable and accrued expenses (Tables)

12 Months Ended

Dec. 31, 2023

Accounts payable and accrued expenses [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2023 and 2022, are shown as follows:

	2023		2022
Operating expenses	$	122,014	$	194,487
General expenses		107,823		149,557
Purchased services		21,887		36,403
Taxes payable		65,204		37,797
Salaries and wages		3,012		5,189
Others		20,804		80,441
	$	340,744	$	503,874

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Stockholders' equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' equity [Abstract]

Details of Other Components of Equity

Details of other components of equity as of December 31, 2023, 2022 and 2021, as follows:

	Legal reserve		Defined benefit plan			Premium on convertible obligations		Translation result			Revaluation surplus				Total
Balance as of December 31, 2020	$	216,948	$	(116,102	)	$	77,106	$	(247,668	)	$	1,069,391			$	999,675
Defined benefit plan		-		33,691			-		-			-				33,691
Reclassification from disposal of properties and depreciation		-		-			-		-			(332,151	)	(b)		(332,151	)
Total before taxes		-		33,691			-		-			(332,151	)			(298,460	)
Tax expense		-		(10,107	)		-		-			87,360				77,253
Total net of taxes		-		23,584			-		-			(244,791	)			(221,207	)
Balance as of December 31, 2021	$	216,948	$	(92,518	)	$	77,106	$	(247,668	)	$	824,600			$	778,468
Defined benefit plan		-		31,122			-		-			-				31,122
Reclassification from disposal of properties and depreciation		-		-			-		-			(88,630	)	(a)		(88,630	)
Total before taxes		-		31,122			-		-			(88,630	)			(57,508	)
Tax expense		-		(9,337	)		-		-			17,469				8,132
Total net of taxes		-		21,785			-		-			(71,161	)			(49,376	)
Balance as of December 31, 2022	$	216,948	$	(70,733	)	$	77,106	$	(247,668	)	$	753,439			$	729,092
Defined benefit plan		-		8,453			-		-			-				8,453
Reclassification from disposal of properties and depreciation		-		-			-		-			(41,797	)	(a)		(41,797	)
Total before taxes		-		8,453			-		-			(41,797	)			(33,344	)
Tax expense		-		(2,536	)		-		-			12,639				10,103
Total net of taxes		-		5,917			-		-			(29,158	)			(23,241	)
Balance as of December 31, 2023	$	216,948	$	(64,816	)	$	77,106	$	(247,668	)	$	724,281			$	705,851

(a) It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.

(b) Includes the adjustment of assets available for sale at their fair value, for an amount of $291,200.

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Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenues [Abstract]

Summary of Revenue

The revenues as of December 31, 2023, 2022 and 2021, are summarized as follows:

	2023		2022		2021
Maritime
Offshore vessels	$	462,801	$	527,571	$	313,170
Parcel tankers		246,291		351,539		294,641
Fuel oil transportation		57,220		-		-
Shipping agencies		29,217		31,379		10,360
Maritime administration services (a)		-		16,343		42,416
Bulk Carrier (b)		-		304,269		174,643
Maritime infrastructure
Shipyard		200,496		118,441		139,226
Logística, puertos y terminales
Intermodal terminal		37,991		38,910		44,292
Repair of containers		21,008		110,966		158,511
Automotive services		8,036		5,442		5,990
Port services		6,080		5,659		14,967
Warehousing and other businesses
Warehousing		149,507		172,537		153,497
Total consolidated revenue	$	1,218,647	$	1,683,056	$	1,351,713

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Other income (expenses) (Tables)

12 Months Ended

Dec. 31, 2023

Other income (expenses) [Abstract]

Other Income (Expenses)

Other income (expenses) as of December 31, 2023, 2022 and 2021, is summarized as follows:

	2023			2022			2021
Movement of provisions	$	44,527		$	61,170		$	-
Cancellation of leases in the warehousing business		20,227			-			-
Gain from the sale of subsidiaries		3,676			-			-
Other, net		391			(2,393	)		2,150
Expenses incurred in the recovery of taxes		(3,034	)		-			-
Expenses related to the cancellation of the corporate building lease		-			(11,351	)		(38,537	)
Loss from sale of property and equipment, net (see Note 9)		-			(57,804	)		(132,956	)
	$	65,787		$	(10,378	)	$	(169,343	)

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Interest expense and other financial costs (Tables)

12 Months Ended

Dec. 31, 2023

Interest expense and other financial costs [Abstract]

Interest Expense and Other Financial Costs

This caption at December 31, 2023, 2022 and 2021, is comprised as follows:

	2023		2022		2021
Interest on financial debt	$	9,411	$	9,096	$	14,689
Interest on financial related parties		16,290		18,227		10,329
Interest expense on leasing agreements		28,783		28,568		34,146
Other financial expenses		8,546		5,257		3,236
Amortization of transaction cost associated with financial debt		36		415		176
	$	63,066	$	61,563	$	62,576

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Income tax and tax loss carryforwards (Tables)

12 Months Ended

Dec. 31, 2023

Income tax and tax loss carryforwards [Abstract]

Provision for Income Tax Recognized in the Statement of Profit or Loss

The provision for income tax recognized in the statement of profit or loss for the years ended December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Income tax	$	(4,452	)	$	(3,172	)	$	(7,015	)
Deferred income tax		24,652			32,763			28,158
Total income tax benefit	$	20,200		$	29,591		$	21,143

Reconciliation of the Provision for Income Tax

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company at December 31, 2023, 2022 and 2021, is as follows:

	2023			2022			2021
Loss before taxes	$	(4,742	)	$	(28,688	)	$	(269,197	)
Income tax		1,423			8,606			80,759
Increase (decrease) from:
Difference in depreciation and amortization		(20,110	)		(46,472	)		135,332
Revaluation surplus		(12,639	)		(18,051	)		(88,112	)
Materials and supplies		11,483			3,418			13
Inflationary and currency exchange effects on monetary assets and liabilities, net		(4,562	)		15,663			(11,643	)
Tax losses amortization		115,461			265,090			60,032
Provisions and allowance for doubtful accounts		(53,185	)		(165,542	)		(97,628	)
Difference between the tax and book value for the sale of assets		-			(7,277	)		(35,950	)
Difference between the tax and book value for the sale of shares of subsidiaries		(4,931	)		-			-
Non-deductible expenses		(12,740	)		(25,844	)		(21,660	)
Income tax benefit	$	20,200		$	29,591		$	21,143

Components of Deferred Tax Liability

The components of deferred tax liability at December 31, 2023 and 2022, are comprised as follows:

	2023			2022
Tax loss carryforwards	$	372,390		$	385,936
Inventories and provisions – net		73,788			27,374
Property and equipment and right-of-use asset		(578,654	)		(567,902	)
Total deferred tax liability	$	(132,476	)	$	(154,592	)

Cumulative Tax Losses

As of December 31, 2023, Grupo TMM and its subsidiaries, report the following cumulative tax losses, which are restated applying the INPC in accordance with Mexican law.

Year in which the loss was incurred	Amounts		Year of expiration
2014	$	134,002		2024
2015		49,872		2025
2016		388,000		2026
2017		143,490		2027
2018		303,391		2028
2019		601,155		2029
2020		471,686		2030
2021		139,790		2031
2022		133,991		2032
2023		161,134		2033
	$	2,526,511

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Segment reporting (Tables)

12 Months Ended

Dec. 31, 2023

Segment reporting [Abstract]

Information for Operating Segments

There are no changes in the measuring methods used to calculate the earnings reported for each segment. The information for each operating segment is as follows:

	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2023
Revenue	$	795,529		$	200,496		$	73,115		$	149,507		$	-		$	1,218,647
Costs and expenses		(704,075	)		(140,614	)		(95,844	)		(120,483	)		-			(1,061,016	)
Corporate expenses		-			-			-			-			(61,605	)		(61,605	)
Depreciation and amortization		(36,385	)		(8,191	)		(13,059	)		(65,296	)		(2,191	)		(125,122	)
Transportation profit (loss)	$	55,069		$	51,691		$	(35,788	)	$	(36,272	)	$	(63,796	)	$	(29,096	)
Costs, expenses and revenue not allocated																	44,554
Net income for the year																$	15,458
Properties	$	156,014		$	182,762		$	1,284,274		$	80,352		$	122,730		$	1,826,132
Rights of use by segment		-			1,383			49,437			97,131			-			147,951
Other assets by segment		675,684			322,046			153,529			109,183			-			1,260,442
Shared assets		-			-			-			-			32,305			32,305
Total assets	$	831,698		$	506,191		$	1,487,240		$	286,666		$	155,035		$	3,266,830
Total liabilities by operating segment	$	422,088		$	73,753		$	449,429		$	311,824		$	-		$	1,257,094
Shared liabilities		-			-			-			-			35,359			35,359
Total liabilities	$	422,088		$	73,753		$	449,429		$	311,824		$	35,359		$	1,292,453
Total capital expenditures by segment	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	124,118		$	6,582		$	495		$	150		$	-		$	131,345

December 31, 2022
Revenue	$	1,231,101		$	118,441		$	160,977		$	172,537		$	-		$	1,683,056
Costs and expenses		(1,120,565	)		(79,775	)		(137,165	)		(121,096	)		-			(1,458,601	)
Corporate expenses		-			-			-			-			(82,047	)		(82,047	)
Depreciation and amortization		(19,063	)		(7,625	)		(18,099	)		(52,480	)		(2,252	)		(99,519	)
Transportation profit (loss)	$	91,473		$	31,041		$	5,713		$	(1,039	)	$	(84,299	)	$	42,889
Costs, expenses and revenue not allocated																	(41,986	)
Net income for the year																$	903
Properties	$	102,998		$	152,036		$	1,021,222		$	97,063		$	117,452		$	1,490,771
Rights of use by segment		-			6,917			73,543			188,478			-			268,938
Other assets by segment		752,039			321,594			492,439			174,878			-			1,740,950
Shared assets		-			-			-			-			725			725
Total assets	$	855,037		$	480,547		$	1,587,204		$	460,419		$	118,177		$	3,501,384
Total liabilities by operating segment	$	531,477		$	88,104		$	534,400		$	371,097		$	-		$	1,525,078
Shared liabilities		-			-			-			-			175,282			175,282
Total liabilities	$	531,477		$	88,104		$	534,400		$	371,097		$	175,282		$	1,700,360
Total capital expenditures by segment	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	49		$	7,997		$	148		$	17,037		$	-		$	25,231

	Maritime division			Maritime infrastructure division			Logistics, ports and terminals division			Warehousing division			Other businesses and shared accounts			Total consolidated
December 31, 2021
Revenue	$	835,230		$	139,226		$	223,760		$	153,497		$	-		$	1,351,713
Costs and expenses		(793,982	)		(82,563	)		(211,860	)		(112,989	)		-			(1,201,394	)
Corporate expenses		-			-			-			-			(73,838	)		(73,838	)
Depreciation and amortization		(17,580	)		(7,978	)		(30,721	)		(56,478	)		(4,445	)		(117,202	)
Transportation profit (loss)	$	23,668		$	48,685		$	(18,821	)	$	(15,970	)	$	(78,283	)	$	(40,721	)
Costs, expenses and revenue not allocated																	(207,333	)
Net income for the year																$	(248,054	)
Properties	$	108,020		$	146,131		$	1,017,128		$	80,542		$	189,117		$	1,540,938
Rights of use by segment		-			12,451			38,391			207,386			79,004			337,232
Other assets by segment		669,594			366,064			471,257			326,408			-			1,833,323
Shared assets		-			-			-			-			777			777
Total assets	$	777,614		$	524,646		$	1,526,776		$	614,336		$	268,898		$	3,712,270
Total liabilities by operating segment	$	580,455		$	129,823		$	598,178		$	438,572		$	-		$	1,747,028
Shared liabilities		-			-			-			-			146,144			146,144
Total liabilities	$	580,455		$	129,823		$	598,178		$	438,572		$	146,144		$	1,893,172
Total capital expenditures by segment	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468
Shared capital expenditures		-			-			-			-			-			-
Total capital expenditures	$	33,869		$	29,840		$	11,759		$	-		$	-		$	75,468

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Employee benefits (Tables)

12 Months Ended

Dec. 31, 2023

Employee benefits [Abstract]

Expenses Recognized for Employee Benefits

The expenses recognized for employee benefits are:

	2023		2022		2021
Salaries and benefits	$	264,005	$	272,092	$	235,345
Pensions – defined benefit plans		10,949		13,224		17,790
	$	274,954	$	285,316	$	253,135

Liabilities Recognized for Pensions and Other Remunerations

The long-term liabilities recognized for pensions and other employee remunerations in the consolidated statement of financial position are comprised as follows:

	2023		2022
Long-term:
Pensions and seniority premium	$	53,714	$	69,738
Termination of employment		23,676		14,914
	$	77,390	$	84,652

Details of Net Cost for the Period

The details of the net cost for the period for seniority premiums and termination of employment, and also the basic actuarial estimates for the calculation of these labor obligations were shown as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums			Termination of employment
Current service cost		$	(10,164	)		$	13,620		$	13,265		$	1,383
Interest cost			6,062				1,431			7,538			1,145
Net cost for the period		$	(4,102	)		$	15,051		$	20,803		$	2,528

Reserve for Pensions and Seniority Premiums

At December 31, 2023 and 2022, the reserve for pensions and seniority premiums, and also for the termination of employment, were comprised as follows:

	2023							2022
	Pensions and seniority premiums				Termination of employment			Pensions and seniority premiums				Termination of employment
Defined benefit obligations		$	54,204			$	23,676		$	70,223			$	14,914
Assets plan			(490	)			-			(485	)			-
Total reserve		$	53,714			$	23,676		$	69,738			$	14,914

Defined Benefit Obligations

As of December 31, 2023, and 2022, the defined benefit obligations (DBO) for pensions and seniority premiums, and also for the reserve for termination of employment, were comprised as follows:

	2023						2022
	Pensions and seniority premiums			Termination of employment			Pensions and seniority premiums			Termination of employment
DBO at beginning of period	$	70,223		$	14,914		$	87,820		$	15,680
Current service cost		(10,164	)		13,620			13,265			1,383
Interest cost		6,062			1,431			7,538			1,145
Benefits paid		(1,297	)		(310	)		(1,338	)		(322	)
Benefits paid from plan assets		(6,674	)		-			(6,674	)		(1,497	)
Past service cost		(3,946	)		(5,979	)		(30,388	)		(1,475	)
DBO at end of period	$	54,204		$	23,676		$	70,223		$	14,914

The assets plan as of December 31, 2023 and 2022 were comprised as follows:

	2023			2022
Value of the fund at beginning of year	$	485		$	1,125
Expected return on assets		(39	)		(741	)
Plan contributions		5,647			8,171
Benefits paid		(5,647	)		(8,171	)
Interests on assets plan		44			101
Value of the fund at end of year	$	490		$	485

Effects of Changes to Actuarial Assumptions

The changes in the pension plan, seniority premium, and termination of employment plan as of December 31, 2023 and 2022 were as follows:

	2023			2022
Reserve for obligations at the beginning of the period	$	84,652		$	102,375
Cost for the period		10,949			23,331
Interest income		(44	)		(101	)
Contributions to the plan		(5,647	)		(8,171	)
Benefits paid on pension plan		(4,028	)		(919	)
Miscellaneous		(39	)		(741	)
Actuarial gain or losses		(8,453	)		(31,122	)
Reserve for obligations at the end of the period	$	77,390		$	84,652

The significant actuarial assumptions used for the valuation were:

	2023			2022
Discount rate		10.75	%		10.50	%
Salary increase rate		4.00	%		4.00	%
Inflation rate		3.50	%		3.50	%
Average working life expectancy		14.00			14.30

The following table summarizes the effects of changes to these actuarial assumptions on the defined benefits obligations at December 31, 2023:

	1.0% increase			1.0% decrease
Discount rate
(Decrease) increase in the defined benefits obligation		(1,269	)		1,395
Salary increase rate
Increase (decrease) in the defined benefits obligation		623			(1,053	)

	Increase in 1 year			Decrease in ¡ year
Average life expectancies
(Decrease) increase in the defined benefits obligation		(69	)		25

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Fair value measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair value measurement [Abstract]

Non-financial Assets Measured at Fair Value Classified in Level 3

As of December 31, 2023 and 2022 non-financial assets measured at fair value were classified in Level 2 of this hierarchy, as described below:

	2023		2022
Level 2
Buildings	$	101,033	$	103,815
Lands		1,419,674		1,147,174
	$	1,520,707	$	1,250,989

Reconciliation Between Carrying Amounts of Non-financial Assets Classified within Level 3

As of December 31, 2023, and 2022, the reconciliation between the carrying amounts of non-financial assets classified within Level 2 was as follows:

	2023			2022
Balance as of January 1	$	1,250,989		$	1,316,264
Amount recognized in other comprehensive income:
Revaluation surplus		-			-
Amount recognized in statements profit or loss:
Loss on the accord and satisfaction		-			(61,973	)
		-			(61,973	)
Additions and disposals, net		(2,782	)		(3,302	)
Transfer from available-for-sale assets		272,500			-
Balance as of December 31	$	1,520,707		$	1,250,989

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Financial instruments risk (Tables)

12 Months Ended

Dec. 31, 2023

Financial instruments risk [Abstract]

Monetary Assets and Liabilities Denominated in Foreign Currencies

As of December 31, 2023 and 2022, the Company held monetary assets and liabilities denominated in foreign currencies other than the Mexican peso, translated at the corresponding interbank exchange rate as related to the Mexican peso, as follows:

	2023						2022
	US dollar			Other currencies			US dollar			Other currencies
Assets		23,356			-			34,219			-
Liabilities		(25,129	)		(276	)		(28,870	)		(40	)
		(1,773	)		(276	)		5,349			(40	)

Sensitivity analysis [Abstract]

Expected Credit Loss for Trade Accounts Receivable

Pursuant to the foregoing, the expected credit loss for trade accounts receivable as of December 31, 2023 and 2022 was determined as follows:

	Trade accounts receivable days in arrears
	Current			More than 30 days			More than 60 days			More than 90 days			Total
As of December 31, 2023
Expected credit loss rate		0.0	%		0.0	%		0.0	%		13.8	%		-
Gross carrying value	$	49,544		$	8,867		$	3,505		$	206,684		$	268,600
Expected credit losses during the lifetime											28,612			28,612
As of December 31, 2022
Expected credit loss rate		0.0	%		0.0	%		0.0	%		26.3	%		-
Gross carrying value	$	230,010		$	3,522		$	36,265		$	98,893		$	368,690
Expected credit losses during the lifetime											25,975			25,975

Contractual Maturities of Financial Liabilities

As of December 31, 2023, and 2022, the financial liabilities and other liabilities of Grupo TMM had contractual maturities (including interest payments as applicable) and were summarized as follows:

	Current				Non-Current
	In 6 months		6 to 12 Months		1 to 4 years		More than 4 Years
At December 31, 2023
Trade payables	$	350,653	$	-	$	-	$	-
Accounts payable and accrued expenses		-		340,744		-		-
Related parties		-		147,098		-		-
Leasing liabilities		38,426		28,717		49,573		50,863
Financial debt		9,606		54,533		12,374		-
	$	398,685	$	571,092	$	61,947	$	50,863
At December 31, 2022
Trade payables	$	437,382	$	-	$	-	$	-
Accounts payable and accrued expenses		-		503,874		-		-
Related parties		-		165,280		-		-
Leasing liabilities		33,569		35,360		167,284		50,862
Financial debt		10,424		24,606		28,535		3,940
	$	481,375	$	729,120	$	195,819	$	54,802

Currency Risk [Member]

Sensitivity analysis [Abstract]

Sensitivity Analysis

If the peso had strengthened or weakened against the USD by 12% for 2023 and 4.91% for 2022, this would have had the following impact on the monetary position:

	2023						2022
	12% increase in the exchange rate			12% decrease in the exchange rate			4.91% increase in the exchange rate			4.91% decrease in the exchange rate
Assets in US dollars	$	47,348		$	(47,348	)	$	34,811		$	(34,811	)
Assets in other currencies		-			-			-			-
Liabilities in US dollars		(50,943	)		50,943			(29,370	)		29,370
Liabilities in other currencies		(560	)		560			(41	)		41
	$	(4,155	)	$	4,155		$	5,400		$	(5,400	)

Interest Rate Risks [Member]

Sensitivity analysis [Abstract]

Sensitivity Analysis

The calculations are based on a variance in the average market interest rate for each period and the financial instruments on the reporting date that are sensitive to variances in the interest rates. The rest of the variables remain constant.

	2023					2022
	+1% Variance			-1% Variance		+1% Variance			-1% Variance
Income or loss for the year	$	(6,307	)	$	6,307	$	(8,873	)	$	8,873

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Capital management policies and procedures (Tables)

12 Months Ended

Dec. 31, 2023

Capital management policies and procedures [Abstract]

Capital Management Summary

As of December 31, 2023, and 2022, the capital management was summarized as follows:

	2023			2022
Stockholders’ equity	$	1,974,377		$	1,801,024
Cash and cash equivalents		(100,044	)		(96,792	)
Stockholders’ equity, net	$	1,874,333		$	1,704,232
Total financial debt	$	76,513		$	67,505
Leasing liabilities		167,579			287,075
Overall financing	$	244,092		$	354,580
Capital-to-overall financing ratio		7.69			4.81

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Nature of operations, Labor reform on holidays (Details)	12 Months Ended
	Dec. 31, 2023
Nature of operations [Abstract]
Number of additional days employee vacation days extended	6 days

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Nature of operations, Structure of Grupo TMM (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Transportacion Maritima Mexicana, S.A. de C.V. [Member] | Specialized Maritime [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Administradora Maritima TMM, S.A.P.I. de C.V. [Member] | Specialized Maritime [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
TMM Parcel Tankers, S.A. de C.V. [Member] | Specialized Maritime [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Inmobiliaria Dos Naciones, S. de R.L. de C.V. [Member] | Maritime Infrastructure [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Almacenadora de Deposito Moderno, S.A. de C.V. [Member] | Warehousing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Saricogui Logistica, S.A.P.I. de C.V. [Member] | Warehousing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	0.00%
TMM Almacenadora, S.A.P.I. de C.V. [Member] | Warehousing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	0.00%	100.00%
TMM Logistics, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Autotransportacion y Distribucion Logistica, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Prestadora de Servicios MTR, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Bimonte, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Caoba Energia, S. de R.L. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Services & Solutions Optimus, S. de R.L. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Servicios Tecnologicos ST, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	0.00%	100.00%
Servicios Administrativos API Acapulco, S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	51.00%	51.00%
Administracion Portuaria Integral de Acapulco S.A. de C.V. [Member] | Logistics, Ports and Terminals [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	51.00%	51.00%
Mexschiff Operacion de Personal, S.A.P.I. de C.V. [Member] | Payroll Outsourcing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Omexmar Operadora Mexicana Maritima, S.A.P.I. de C.V. [Member] | Payroll Outsourcing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Perhafen Services Maritimos, S.A.P.I. de C.V. [Member] | Payroll Outsourcing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
TMM Direccion Corporativa, S.A.P.I. de C.V. [Member] | Payroll Outsourcing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Perjomar Operadora, S.A.P.I. de C.V. [Member] | Payroll Outsourcing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%
Inmobiliaria TMM, S.A. de C.V. [Member] | Property Leasing [Member]
Structure of Grupo TMM [abstract]
Percentage of ownership	100.00%	100.00%

XML

Nature of operations, Investments in Associates (Details) - MXN ($) $ in Thousands		12 Months Ended
	Jul. 31, 2014	Dec. 31, 2017
Maritima del Golfo and TMM DM [Member]
Investments in associates [Abstract]
Proportion of ownership interest in subsidiary		15.00%
Almacenes de Jugos Citricos de Mexico, S.A.P.I. de C.V. [Member]
Investments in associates [Abstract]
Equity method investment	$ 40,000
Percentage of voting shares	21.00%

XML

General information and statement of compliance with IFRS (Details) - Contract	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Maritime Infrastructure Operations [Abstract]
Number of current mud vessels contracts		5
Maximum [Member] | Offshore Vessels [Member] | Gulf of Mexico [Member] | Subsequent Event [Member]
Maritime Infrastructure Operations [Abstract]
Percentage of potential offshore vessels	94.00%

XML

Summary of significant accounting policies, Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2023
Properties [Member]
Property, vessels and equipment [Abstract]
Valuation period of properties	five years

XML

Summary of significant accounting policies, Leased assets (Details)	12 Months Ended
	Dec. 31, 2023
Buildings and Facilities [Member] | Minimum [Member]
Leased assets [Abstract]
Term of lease	1 year
Buildings and Facilities [Member] | Maximum [Member]
Leased assets [Abstract]
Term of lease	10 years
Cranes [Member] | Minimum [Member]
Leased assets [Abstract]
Term of lease	1 year
Cranes [Member] | Maximum [Member]
Leased assets [Abstract]
Term of lease	2 years

XML

Summary of significant accounting policies, Post-employment benefits and benefits for short-term employees (Details)	12 Months Ended
	Dec. 31, 2023
Post-employment benefits and benefits for short-term employees [Abstract]
Period of service required for seniority pension entitlement	15 years
Retirement age of employee entitled to seniority pension	60 years
Defined benefits plan, pension plans for certain employees, age of individual	65 years
Minimum [Member]
Post-employment benefits and benefits for short-term employees [Abstract]
Age of employee considered early retirement, additional pension plan	55 years
Maximum [Member]
Post-employment benefits and benefits for short-term employees [Abstract]
Age of employee considered early retirement, additional pension plan	60 years

XML

Summary of significant accounting policies, Offshore Vessels and Loderos (Details)	12 Months Ended
	Dec. 31, 2023
Offshore vessels and "loderos [Abstract]
Vessels time charter period	1 year
Minimum [Member]
Offshore vessels and "loderos [Abstract]
Vessels SPOT mode period	1 day
Maximum [Member]
Offshore vessels and "loderos [Abstract]
Vessels SPOT mode period	30 days

XML

Summary of significant accounting policies, Recognition of revenue, costs and expenses, and financing costs (Details)	12 Months Ended
	Dec. 31, 2023
Parcel Vessels and Bulk Carriers [Member] | Minimum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period revenues derived from transportation of merchandise	7 days
Parcel Vessels and Bulk Carriers [Member] | Maximum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period revenues derived from transportation of merchandise	30 days
Maritime Administration Services [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Percentage of profit margin to the costs incurred for services	2.85%
Ship and Container Repair Services [Member] | Vessels [Member] | Minimum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period of repair services for ship and containers	2 days
Period of wharfage	1 day
Ship and Container Repair Services [Member] | Vessels [Member] | Maximum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period of repair services for ship and containers	60 days
Period of wharfage	365 days
Ship and Container Repair Services [Member] | Container [Member] | Minimum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period of repair services for ship and containers	1 day
Ship and Container Repair Services [Member] | Container [Member] | Maximum [Member]
Recognition of revenue, costs and expenses, and financing costs [Abstract]
Period of repair services for ship and containers	6 days

XML

Summary of significant accounting policies, Information by segments (Details)	12 Months Ended
	Dec. 31, 2023 Segment
Information by segments [Abstract]
Number of operating segments	4

XML

Summary of significant accounting policies, Leases - determination of the appropriate discount rate to measure lease liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 MXN ($)
Leases - determination of the appropriate discount rate to measure lease liabilities [Abstract]
Incremental change in borrowing rate	1.00%
Lease Liability [Member]
Leases - determination of the appropriate discount rate to measure lease liabilities [Abstract]
Effect of incremental change in borrowing rate	$ (3,295)
Right-of-use Asset [Member]
Leases - determination of the appropriate discount rate to measure lease liabilities [Abstract]
Effect of incremental change in borrowing rate	$ (3,295)

XML

Summary of significant accounting policies, Correction of an Immaterial Error in the Prior Period Financial Statements (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Immaterial corrections reflecting the prior period [Abstract]
Trade receivables	$ 307,753	$ 439,859
Related parties	$ 70,078	71,123
Total		510,982
2022 [member]
Immaterial corrections reflecting the prior period [Abstract]
Trade receivables		471,514
Related parties		39,468
Total		510,982
Correction [member]
Immaterial corrections reflecting the prior period [Abstract]
Trade receivables		(31,655)
Related parties		31,655
Total		$ 0

XML

Acquisitions and disposals, 2021 and 2020 (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 MXN ($) Company Subsidary	Dec. 31, 2022 MXN ($) Company Subsidary	Dec. 31, 2021 MXN ($) Company Subsidary
Disposal of subsidiaries [Abstract]
Number of disposed subsidiaries | Subsidary	2	0	0
Sale of subsidiaries	$ 10,000	$ 0	$ 0
Gain on disposition of subsidiaries	$ 3,676	$ 0	$ 0
Number of entities acquired | Company	0	0	0

XML

Cash and cash equivalents (Details) - MXN ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and cash equivalents [Abstract]
Cash on hand		$ 681	$ 634
Cash at banks		88,231	74,554
Short-term investments	[1]	9,467	19,545
Total cash and cash equivalents		$ 98,379	94,733	$ 39,567	$ 105,310
Maximum period for fix-term deposits (promissory notes) and repurchase/resell agreement		3 days
Restricted cash [Abstract]
Restricted cash reserve		$ 1,665	$ 2,059

[1] Includes fix-term deposits (promissory notes) and repurchase/resell agreements with terms up to 3 days.

XML

Trade receivables, Summary (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Trade receivables [Abstract]
Total trade receivables	$ 268,600	$ 368,690
Contract assets	67,765	97,144
Allowance for doubtful accounts	(28,612)	(25,975)	$ (20,294)
Trade receivables, net	307,753	439,859
Specialized Maritime [Member] | Offshore Vessels [Member]
Trade receivables [Abstract]
Total trade receivables	180,827	166,703
Specialized Maritime [Member] | Parcel Tankers [Member]
Trade receivables [Abstract]
Total trade receivables	10,697	12,604
Specialized Maritime [Member] | Shipping Agencies [Member]
Trade receivables [Abstract]
Total trade receivables	1,786	26,904
Specialized Maritime [Member] | Bulk Carrier [Member]
Trade receivables [Abstract]
Total trade receivables	0	33,896
Maritime Infrastructure [Member]
Trade receivables [Abstract]
Total trade receivables	33,328	56,343
Ports, Terminals and Logistics [Member] | Port Services [Member]
Trade receivables [Abstract]
Total trade receivables	371	100
Ports, Terminals and Logistics [Member] | Repair of Containers [Member]
Trade receivables [Abstract]
Total trade receivables	6,971	9,970
Ports, Terminals and Logistics [Member] | Automotive Services [Member]
Trade receivables [Abstract]
Total trade receivables	1,291	795
Warehousing and Other Businesses [Member] | Warehousing [Member]
Trade receivables [Abstract]
Total trade receivables	31,631	60,040
Warehousing and Other Businesses [Member] | Other Businesses [Member]
Trade receivables [Abstract]
Total trade receivables	$ 1,698	$ 1,335

XML

Trade receivables, Movement in Allowance for Doubtful Accounts (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Trade receivables [Abstract]
Beginning balance	$ 25,975	$ 20,294
Impairment loss for the period	8,737	7,277
Receivables written off during the year	(6,100)	(1,596)
Ending balance	$ 28,612	$ 25,975

XML

Other accounts receivable (Details) - MXN ($) $ in Thousands	Dec. 31, 2023		Dec. 31, 2022
Current [Abstract]
Recoverable taxes	$ 194,918		$ 193,508
Services for port, maritime and other operations	0		112,714
Employees	4,540		4,549
Insurance claims	0		794
Others	14,633		25,530
Other accounts receivable	214,091		337,095
Non-current [Abstract]
Value added tax recoverable	195,473	[1]	273,314
Other accounts receivable	$ 409,564		$ 610,409

[1] During the 2023 and 2022, the Value Added Tax (VAT) recovery processes have been prolonged by the tax authorities by extending the recovery periods.

XML

Property and equipment, Summary (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 MXN ($)		Dec. 31, 2022 MXN ($) properties		Dec. 31, 2021 MXN ($)
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 1,490,771		$ 1,540,938
Additions	131,345		25,231
Disposals	0		61,973
Transfers and others	246,181		10,664
Depreciation	42,165		24,089
Net balances at year end	1,826,132		1,490,771		$ 1,540,938
Loss from sale of property, vessels and equipment	0		(57,804)		(132,956)
Impairment loss	0		0
Accumulated Depreciation and Amortization [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Accumulated depreciation	183,592		141,427
Maritime equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	53,579		70,838
Additions	0		0
Disposals	0		0
Transfers and others	(9,659)		(4,099)
Depreciation	23,172		13,160
Net balances at year end	$ 20,748		$ 53,579		70,838
Estimated useful lives (years)	3 years		3 years
Shipyard [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 114		$ 149
Additions	0		0
Disposals	0		0
Transfers and others	0		0
Depreciation	30		35
Net balances at year end	$ 84		$ 114		149
Estimated useful lives (years)	40 years		40 years
Major Maintenance [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 14,582		$ 1,945
Additions	23,301		0
Disposals	0		0
Transfers and others	(4,857)		15,185
Depreciation	10,929		2,548
Net balances at year end	$ 22,097		$ 14,582		1,945
Estimated useful lives (years)	2 years 6 months		2 years 6 months
Buildings and Facilities [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 103,815		$ 116,714
Additions	0		425
Disposals	0		0
Transfers and others	404		(9,780)
Depreciation	3,186		3,544
Net balances at year end	$ 101,033		$ 103,815		116,714
Buildings and Facilities [Member] | Minimum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	20 years		20 years
Buildings and Facilities [Member] | Maximum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	25 years		25 years
Warehousing Equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 601		$ 387
Additions	0		290
Disposals	0		0
Transfers and others	(392)		(1)
Depreciation	177		75
Net balances at year end	$ 32		$ 601		387
Estimated useful lives (years)	10 years		10 years
Computer Equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 182		$ 277
Additions	93		49
Disposals	0		0
Transfers and others	(22)		(5)
Depreciation	102		139
Net balances at year end	$ 151		$ 182		277
Computer Equipment [Member] | Minimum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	3 years		3 years
Computer Equipment [Member] | Maximum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	4 years		4 years
Terminal Equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 20,996		$ 23,337
Additions	0		1
Disposals	0		0
Transfers and others	0		(2)
Depreciation	2,133		2,340
Net balances at year end	$ 18,863		$ 20,996		23,337
Estimated useful lives (years)	10 years		10 years
Ground Transportation Equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 3,132		$ 2,564
Additions	2,096		1,321
Disposals	0		0
Transfers and others	0		0
Depreciation	898		753
Net balances at year end	$ 4,330		$ 3,132		2,564
Ground Transportation Equipment [Member] | Minimum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	4 years 6 months		4 years 6 months
Ground Transportation Equipment [Member] | Maximum [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Estimated useful lives (years)	10 years		10 years
Other Equipment [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	$ 10,101		$ 8,434
Additions	128		3,620
Disposals	0		0
Transfers and others	23		(458)
Depreciation	1,538		1,495
Net balances at year end	8,714		10,101		8,434
Total Property and Equipment, Excluding Land and Construction in Progress [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	207,102		224,645
Additions	25,618		5,706
Disposals	0		0
Transfers and others	(14,503)		840
Depreciation	42,165		24,089
Net balances at year end	176,052		207,102		224,645
Lands [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	1,147,174		1,199,550
Additions	0		0
Disposals	0		61,973	[1]
Transfers and others	272,500	[2]	9,597
Depreciation	0
Net balances at year end	1,419,674		$ 1,147,174		1,199,550
Number of write-off properties | properties			5
Number properties available for sale | properties			4
Loss from sale of property, vessels and equipment			$ 57,804
Constructions in Progress [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Net balances at beginning of year	136,495		116,743
Additions	105,727	[3]	19,525
Disposals	0		0
Transfers and others	(11,816)		227
Net balances at year end	230,406		$ 136,495		$ 116,743
Aurora Pearl Vessel [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Payments for design and conversion projects	65,857
World Peridot Mud Vessel [Member]
Reconciliation of changes in property, vessels and equipment [Abstract]
Payments for design and conversion projects	$ 36,443

[1] It consists of the retirement of 5 real properties in August de 2022, the real property named “El Montero” and 4 real properties classified as available-for-sale, pursuant to the accord and satisfaction contract with Fibra FUNO for the total payment of liabilities in benefit of Fibra FUNO in lease agreements. A total loss was incurred on the operation in the amount of $57,804. (See Note 10).

[2] Corresponds to the transfer of assets available for sale because the sale has not been completed. As of December 31, 2022, the asset held for sale corresponds to land located at Tuxpan Veracruz. During Q4 of 2023, the offer maintained by an independent third party was withdrawn due to changes in its strategic plan. In addition, Management decided not to continue with the plans to sell this asset, as a result, Management decided to classify the land again as PP&E.

[3] Consists mainly of the design and conversion projects for the Aurora Pearl and World Peridot mud vessels for $65,857 and $36,443, respectively. The start of operations of these vessels occurred at the end of the 1st quarter of 2024.

XML

Property and equipment, Cost model (Details) $ in Thousands	Dec. 31, 2023 MXN ($) Vessel	Dec. 31, 2022 MXN ($) Vessel
Property, vessels and equipment, cost model [Abstract]
Revalued carrying amounts	$ 1,046,481	$ 780,315
Revaluation surplus, before taxes	$ 724,281	$ 753,439
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member]
Guarantees [Abstract]
Number of vessels pledged as guarantee | Vessel	1	1
Lands [Member]
Property, vessels and equipment, cost model [Abstract]
Revalued carrying amounts	$ 847,745	$ 653,640
Properties [Member]
Property, vessels and equipment, cost model [Abstract]
Revalued carrying amounts	$ 198,736	$ 126,675

XML

Leases, Right-of-use assets (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2023 MXN ($)	Dec. 31, 2023 MXN ($) properties		Dec. 31, 2022 MXN ($)		Dec. 31, 2021 MXN ($)
Right-of-use assets [Abstract]
Balance, beginning of period		$ 268,938		$ 337,232
Balance, end of period		147,951		268,938		$ 337,232
Net effect of transaction amount	$ 20,227
Loss from sale of property, vessels and equipment		0		(57,804)		(132,956)
Impairment loss		0		0
Warehouse [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		188,478
Balance, end of period		97,130		188,478
Term of lease contract	2 months
Cranes [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		2,904
Balance, end of period		416		2,904
Courtyards [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		70,639
Balance, end of period		49,022		70,639
Dock Major Maintenance [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		6,917
Balance, end of period		1,383		6,917
Corporate Building [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		0
Balance, end of period		$ 0		0
Term of lease contract	1 year
Number of write-off properties | properties		5
Lease credit		$ 22,000
Loss from sale of property, vessels and equipment		57,804
Right-of-use Asset [Member]
Right-of-use assets [Abstract]
Impairment loss		0		0
Gross carrying amount [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		352,632		543,519
Additions		62,630		119,065
Disposals		180,961		309,952
Balance, end of period		234,301		352,632		543,519
Gross carrying amount [Member] | Warehouse [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		245,741		346,095
Additions		62,630		57,524
Disposals		157,746	[1]	157,878	[2]
Balance, end of period		150,625		245,741		346,095
Gross carrying amount [Member] | Cranes [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		4,977		11,722
Additions		0		4,977
Disposals		0		11,722
Balance, end of period		4,977		4,977		11,722
Gross carrying amount [Member] | Courtyards [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		79,779		71,397
Additions		0		56,564
Disposals		23,215	[3]	48,182
Balance, end of period		56,564		79,779		71,397
Gross carrying amount [Member] | Dock Major Maintenance [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		22,135		22,135
Additions		0		0
Disposals		0		0
Balance, end of period		22,135		22,135		22,135
Gross carrying amount [Member] | Corporate Building [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		0		92,170
Additions		0		0
Disposals		0		92,170	[4]
Balance, end of period		0		0		92,170
Depreciation [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		(83,694)		(206,287)
Disposals		78,377		196,425
Depreciation		81,033		73,832
Balance, end of period		(86,350)		(83,694)		(206,287)
Depreciation [Member] | Warehouse [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		(57,263)		(138,709)
Disposals		68,704	[1]	129,255	[2]
Depreciation		64,936		47,809
Balance, end of period		(53,495)		(57,263)		(138,709)
Depreciation [Member] | Cranes [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		(2,073)		(11,268)
Disposals		0		11,399
Depreciation		2,488		2,204
Balance, end of period		(4,561)		(2,073)		(11,268)
Depreciation [Member] | Courtyards [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		(9,140)		(33,459)
Disposals		9,673	[3]	34,701
Depreciation		8,075		10,382
Balance, end of period		(7,542)		(9,140)		(33,459)
Depreciation [Member] | Dock Major Maintenance [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		(15,218)		(9,684)
Disposals		0		0
Depreciation		5,534		5,534
Balance, end of period		(20,752)		(15,218)		(9,684)
Depreciation [Member] | Corporate Building [Member]
Right-of-use assets [Abstract]
Balance, beginning of period		0		(13,167)
Disposals		0		21,070	[4]
Depreciation		0		7,903
Balance, end of period		$ 0		$ 0		$ (13,167)

[1] In August 2023, Ademsa renegotiated the lease contract for the offices and warehouses in Azcapotzalco, signing a new contract for one year and two months. The net effect of this transaction (credit) in the amount of $20,227 is shown under other income (expenses).

[2] It corresponds to the cancellation of lease agreements for warehouses used for the storage business.

[3] Corresponds to the cancellation of the lease contracts for the Manzanillo, Veracruz and Altamira yards of the M&R business.

[4] It corresponds to the cancellation of the lease agreement of Torre Latino y Cuspide in August, pursuant to the accord and satisfaction contract in payment of 5 real properties with Fibra FUNO (see Note 9a). Moreover, as part of the contract, Fibra FUNO accepts to liquidate the credit in benefit of Banco de Bajío in the amount of $22,000, which gave rise to a loss on the transaction in the amount of $57,804 (see Note 18).

XML

Leases, Information on Lease Liabilitie (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Information on leases [Abstract]
Short-term	$ 67,143	$ 68,929
Long-term	100,436	218,146
Warehouse [Member] | Payable in Mexican Pesos [Member]
Information on leases [Abstract]
Short-term	62,390	52,581
Long-term	48,326	150,091
Cranes [Member] | Payable in Mexican Pesos [Member]
Information on leases [Abstract]
Short-term	681	2,574
Long-term	0	456
Courtyards [Member] | Payable in Mexican Pesos [Member]
Information on leases [Abstract]
Short-term	2,463	7,701
Long-term	52,110	65,990
Major Vessel Maintenance [Member] | Payable in Mexican Pesos [Member]
Information on leases [Abstract]
Short-term	1,609	6,073
Long-term	$ 0	$ 1,609

XML

Leases, Leasing activities by type of Right-of-use asset (Details)	12 Months Ended
	Dec. 31, 2023 Lease Asset
Warehouse [Member]
Leasing activities by type of right-of-use asset [Abstract]
No. of right-of-use assets leased | Asset	7
No. of leases with extension options	2
No. of leases with purchase option	0
No. of leases with variable payments linked to an index	7
No. of leases with termination options	0
Warehouse [Member] | Minimum [Member]
Leasing activities by type of right-of-use asset [Abstract]
Range of remaining term (years)	2 years
Warehouse [Member] | Maximum [Member]
Leasing activities by type of right-of-use asset [Abstract]
Range of remaining term (years)	9 years
Courtyards [Member]
Leasing activities by type of right-of-use asset [Abstract]
No. of right-of-use assets leased | Asset	1
No. of leases with extension options	1
No. of leases with purchase option	0
No. of leases with variable payments linked to an index	1
No. of leases with termination options	0
Courtyards [Member] | Minimum [Member]
Leasing activities by type of right-of-use asset [Abstract]
Range of remaining term (years)	2 years
Courtyards [Member] | Maximum [Member]
Leasing activities by type of right-of-use asset [Abstract]
Range of remaining term (years)	9 years
Cranes [Member]
Leasing activities by type of right-of-use asset [Abstract]
No. of right-of-use assets leased | Asset	1
Range of remaining term (years)	1 year
No. of leases with extension options	0
No. of leases with purchase option	0
No. of leases with variable payments linked to an index	0
No. of leases with termination options	0
Floating Dry-Dock [Member]
Leasing activities by type of right-of-use asset [Abstract]
No. of right-of-use assets leased | Asset	1
Range of remaining term (years)	1 year
No. of leases with extension options	0
No. of leases with purchase option	0
No. of leases with variable payments linked to an index	0
No. of leases with termination options	0

XML

Leases, Lease payments (Details) - MXN ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Future minimum lease payments [Abstract]
Lease payments		$ 233,743	$ 395,961
Financial charges		(66,164)	(108,886)
Net present value		167,579	287,075
Expense relating to payments not included in the measurement of the lease liability [Abstract]
Short-term leases	[1]	523,174	694,200
Leases of low value assets		8,294	6,249
Expense relating to payments not included in the measurement of the lease liability		531,468	700,449	$ 565,371
Committed on short-term leases and total commitment		43,598	57,850
Lease commitments that had not yet started		0	0
Cash outflow for leases		609,905	798,256
Within the 1st Year [Member]
Future minimum lease payments [Abstract]
Lease payments		84,606	103,127
Financial charges		(17,463)	(34,198)
Net present value		67,143	68,929
1 to 3 Years [Member]
Future minimum lease payments [Abstract]
Lease payments		64,122	178,272
Financial charges		(21,683)	(38,237)
Net present value		42,439	140,035
3 to 5 Years [Member]
Future minimum lease payments [Abstract]
Lease payments		28,902	44,319
Financial charges		(14,328)	(17,071)
Net present value		14,574	27,248
After 5 Years [Member]
Future minimum lease payments [Abstract]
Lease payments		56,113	70,243
Financial charges		(12,690)	(19,380)
Net present value		$ 43,423	$ 50,863

[1] Corresponds to the leasing of mud and parcel tankers vessels.

XML

Intangible assets (Details) - MXN ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022
Summary of intangible assets [Abstract]
Net balances at beginning of year		$ 157,453		$ 160,111
Additions		5,700		0
Transfers and others		0		0
Amortization		3,037		2,658
Net balances at year end		160,116		157,453
Accumulated Amortization [Member]
Summary of intangible assets [Abstract]
Amortization		13,459		10,422
Software [Member]
Summary of intangible assets [Abstract]
Net balances at beginning of year	[1]	31,925		34,583
Additions		5,700	[2]	0	[1]
Transfers and others		0		0	[1]
Amortization		3,037		2,658	[1]
Net balances at year end		$ 34,588		$ 31,925	[1]
Software [Member] | Minimum [Member]
Summary of intangible assets [Abstract]
Estimated useful life (years)		3 years		3 years	[1]
Software [Member] | Maximum [Member]
Summary of intangible assets [Abstract]
Estimated useful life (years)		5 years		5 years	[1]
Trademark [Member]
Summary of intangible assets [Abstract]
Net balances at year start	[3]	$ 125,528		$ 125,528
Additions	[3]	0		0
Transfers and others	[3]	0		0
Net balances at year end	[3]	$ 125,528		$ 125,528

[1] Corresponds mainly to the SAP Hana system upgrade project.

[2] Corresponds to the acquisition of software for environmental impact measurement on August 2, 2023.

[3] Corresponds to the rights on the Marmex trademark associated with the maritime division segment, specifically the offshore vessels operation. This trademark is subject to annual impairment testing (see Note 12).

XML

Impairment of long-lived assets (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Impairment of long-lived assets [Abstract]
Impairment loss	$ 0	$ 0
Assets or Cash-Generating Units [Member]
Impairment of long-lived assets [Abstract]
Projection period, calculation of recoverable amounts	five-year
Growth rate	2.30%	2.50%
Discount rate	11.21%	10.85%
Impairment loss	$ 0	$ 0

XML

Financial assets and liabilities, Categories of financial assets and liabilities (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial assets [Abstract]
Cash and cash equivalents	$ 98,379	$ 94,733	$ 39,567	$ 105,310
Restricted cash	1,665	2,059
Trade receivables	307,753	439,859
Other accounts receivable	214,091	337,095
Related parties	70,078	71,123
Financial liabilities [Abstract]
Short-term portion of the financial debt	64,139	35,030
Trade payables	350,653	437,382
Accounts payable and accrued expenses	340,744	503,874
Related parties	147,098	165,280
Long-term financial debt	12,374	32,475
Financial Liabilities Valued at Amortized Cost [Member]
Financial liabilities [Abstract]
Short-term portion of the financial debt	64,139	35,030
Trade payables	350,653	437,382
Accounts payable and accrued expenses	275,540	466,077
Related parties	147,098	165,280
Total short-term portion of the financial debt	837,430	1,103,769
Long-term financial debt	12,374	32,475
Total financial liabilities	849,804	1,136,244
Financial Assets Valued at Amortized Cost [Member]
Financial assets [Abstract]
Cash and cash equivalents	98,379	94,733
Restricted cash	1,665	2,059
Trade receivables	239,988	342,715
Other accounts receivable	19,173	143,587
Related parties	70,078	71,123
Total current financial assets	$ 429,283	$ 654,217

XML

Financial assets and liabilities, Other Financing (Details)	12 Months Ended
	Dec. 31, 2023 MXN ($) ExtensionOption	Dec. 31, 2023 USD ($)	Oct. 02, 2023 MXN ($)	Sep. 25, 2023	Jun. 30, 2023 MXN ($)	Apr. 30, 2023 MXN ($)	Mar. 31, 2023 MXN ($)	Dec. 31, 2022 MXN ($)	Aug. 02, 2022 MXN ($)	Jul. 14, 2022	Jan. 31, 2022 MXN ($)	Jun. 19, 2021 MXN ($)	Jan. 31, 2021 MXN ($)	Aug. 22, 2019 USD ($)	Nov. 26, 2018 MXN ($)	Oct. 11, 2018 MXN ($)
Other Financing [Abstract]
Short-term	$ 64,139,000							$ 35,030,000
Long-term	12,374,000							32,475,000
Debt amount	$ 76,513,000							67,505,000
Basis points	1.00%	1.00%
Daimler Financial Services Mexico, S. de R.L. de C.V. [Member] | Debt Obligation - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount	$ 40,900,000
Interest rate	12.00%	12.00%
Maturity date	November 2019
Daimler Financial Services Mexico, S. de R.L. de C.V. [Member] | Debt Obligation - 2 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount																$ 28,000,000
Interest rate																12.90%
Maturity date	October 2021
Daimler Financial Services Mexico, S. de R.L. de C.V. [Member] | Debt Obligation - 2 [Member] | Fixed Rate [Member] | Covid-19 [Member]
Other Financing [Abstract]
Maturity date	January 2022
Grace period	3 months
Number of grace period options | ExtensionOption	2
Daimler Financial Services Mexico, S. de R.L. de C.V. [Member] | Debt Obligation - 3 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount												$ 19,900,000
Interest rate												12.90%
Maturity date	June 2024
Daimler Financial Services Mexico, S. de R.L. de C.V. [Member] | Debt Obligation - 4 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount									$ 15,400,000
Interest rate									13.00%
Maturity date	December 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 1 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 25,500,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	September 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 2 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 45,800,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	September 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 3 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 34,600,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	September 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 4 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 21,600,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	September 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 5 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 8,400,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	September 2024
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 6 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount															$ 20,000,000
Variable rate basis	28-day TIIE
Basis points															5.50%
Maturity date	November 2023
Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member] | Line of Credit - 6 [Member] | Variable Rate [Member] | Covid-19 [Member]
Other Financing [Abstract]
Grace period	6 months
INPIASA, S.A. de C.V. [Member] | Line of Credit - 1 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Debt amount	$ 15,700,000
Variable rate basis	28-day TIIE
Basis points	4.50%	4.50%
Maturity date	August 2021
INPIASA, S.A. de C.V. [Member] | Line of Credit - 2 [Member] | Variable Rate [Member]
Other Financing [Abstract]
Maturity date	December 2024
Others Investors [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount	$ 6,000,000
Interest rate	15.00%	15.00%
Maturity date	October 2020
Others Investors [Member] | Line of Credit - 2 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount													$ 1,000,000
Interest rate													0.25%
Maturity date	December 31, 2024
Others Investors [Member] | Line of Credit - 3 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount								$ 5,061,000,000
Interest rate								15.00%
Maturity date	December 31, 2024
Hewlett Packard [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 607,800
Interest rate	6.84%	6.84%
Maturity date	March 2024
Hewlett Packard [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member] | Covid-19 [Member]
Other Financing [Abstract]
Grace period	3 months
Hewlett Packard [Member] | Line of Credit - 2 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 201,600
Interest rate	6.13%	6.13%
Maturity date	October 2024
Hewlett Packard [Member] | Line of Credit - 2 [Member] | Fixed Rate [Member] | Covid-19 [Member]
Other Financing [Abstract]
Grace period	3 months
Hewlett Packard [Member] | Line of Credit - 3 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 86,600
Interest rate	5.96%	5.96%
Maturity date	March 2025
Hewlett Packard [Member] | Line of Credit - 4 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 96,900
Interest rate	7.16%	7.16%
Maturity date	April 2025
Hewlett Packard [Member] | Line of Credit - 5 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 252,100
Interest rate	4.58%	4.58%
Maturity date	August 2025
Hewlett Packard [Member] | Line of Credit - 6 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 43,300
Interest rate	5.14%	5.14%
Maturity date	December 2025
Hewlett Packard [Member] | Line of Credit - 7 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount		$ 385,000
Interest rate	4.76%	4.76%
Maturity date	December 2025
Hewlett Packard [Member] | Line of Credit - 8 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Interest rate										0.25%
Term of debt	1 year
Hewlett Packard [Member] | Line of Credit - 9 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Interest rate				0.25%
Maturity date	March 31, 2027
Desarrollo del Credito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount							$ 7,700,000
Interest rate							13.50%
Maturity date	March 2024
Desarrollo del Credito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada [Member] | Line of Credit - 2 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount						$ 11,600,000
Interest rate						13.50%
Maturity date	April 2024
Desarrollo del Credito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada [Member] | Line of Credit - 3 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount					$ 5,651,000
Interest rate					13.50%
Maturity date	June 2024
Excavsa, S.A. de C.V. [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount			$ 3,000,000
Interest rate			2.00%
Maturity date	October 2, 2024
PNC, Bank, N.A. [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount														$ 860,000
Interest rate														4.40%
Maturity date	July 2024
Payable in Mexican Pesos [Member]
Other Financing [Abstract]
Short-term	$ 54,802,000							$ 26,478,000
Long-term	324,000							10,070,000
Short-term interest payable	4,942,000							2,174,000
Long-term interest payable	0							0
Payable in Mexican Pesos [Member] | Daimler Financial Services Mexico, S. de R.L. de C.V. [Member]
Other Financing [Abstract]
Short-term	6,720,000							6,946,000
Long-term	0							6,720,000
Payable in Mexican Pesos [Member] | Banco Autofin Mexico, S.A. Institucion de Banca Multiple [Member]
Other Financing [Abstract]
Short-term	3,000,000							4,257,000
Long-term	0							3,000,000
Payable in Mexican Pesos [Member] | INPIASA, S.A. de C.V. [Member]
Other Financing [Abstract]
Short-term	202,000							403,000
Long-term	0							0
Payable in Mexican Pesos [Member] | Others Investors [Member]
Other Financing [Abstract]
Short-term	11,711,000							12,561,000
Long-term	0							0
Payable in Mexican Pesos [Member] | Hewlett Packard [Member]
Other Financing [Abstract]
Short-term	159,000							137,000
Long-term	$ 324,000							350,000
Payable in Mexican Pesos [Member] | Hewlett Packard [Member] | Line of Credit - 1 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Debt amount											$ 622,500
Interest rate											9.87%
Maturity date	December 2025
Payable in Mexican Pesos [Member] | Hewlett Packard [Member] | Line of Credit - 2 [Member] | Fixed Rate [Member]
Other Financing [Abstract]
Interest rate										11.20%
Maturity date	September 2026
Payable in Mexican Pesos [Member] | Desarrollo del Credito Sustentable, S.A. de C.V. SOFOM, Entidad no regulada [Member]
Other Financing [Abstract]
Short-term	$ 25,068,000							0
Long-term	0							0
Payable in Mexican Pesos [Member] | Excavsa, S.A. de C.V. [Member]
Other Financing [Abstract]
Short-term	3,000,000							0
Long-term	0							0
Payable in US Dollars [Member]
Other Financing [Abstract]
Short-term	9,337,000							8,552,000
Long-term	12,050,000							22,405,000
Short-term interest payable	48,000							0
Long-term interest payable	0							0
Payable in US Dollars [Member] | Hewlett Packard [Member]
Other Financing [Abstract]
Short-term	6,383,000							5,258,000
Long-term	12,050,000							19,074,000
Payable in US Dollars [Member] | PNC, Bank, N.A. [Member]
Other Financing [Abstract]
Short-term	2,906,000							3,294,000
Long-term	$ 0							$ 3,331,000

XML

Financial assets and liabilities, Covenants (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Covenants [Abstract]
Interest expense	$ 16,290	$ 18,227	$ 10,329
Long-term financial debt	12,374	32,475
2024 [Member]
Covenants [Abstract]
Long-term financial debt	0	16,617
2025 [Member]
Covenants [Abstract]
Long-term financial debt	7,312	6,362
2026 [Member]
Covenants [Abstract]
Long-term financial debt	4,518	5,556
2027 [Member]
Covenants [Abstract]
Long-term financial debt	544	3,940
Trust Certificates and Bank Loans [Member]
Covenants [Abstract]
Interest expense	$ 9,411	$ 9,096

XML

Balances and transactions with related parties (Details) - MXN ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Balances and transactions with related parties [Abstract]
Receivable		$ 70,078	$ 71,123
Payable		147,098	165,280
Debt amount		76,513	67,505
Interest expenses		16,290	18,227	$ 10,329
Revenues [Abstract]
Revenue, related parties		9,103	21,370	72,242
Costs [Abstract]
Sub-agency commissions	[1]	6,910	7,237	4,062
Expenses [Abstract]
Other expenses	[2]	0	0	180
Wharfage Services [Member]
Revenues [Abstract]
Revenue, related parties		6,227	0	0
Systems [Member]
Revenues [Abstract]
Revenue, related parties		2,650	0	0
Maritime Services [Member]
Revenues [Abstract]
Revenue, related parties	[3]	0	20,958	71,823
Shipping Agencies [Member]
Revenues [Abstract]
Revenue, related parties	[4]	226	412	419
Maritima del Golfo de Mexico y Subsidiarias Para el Petroleo, S.A. de C.V. [Member]
Balances and transactions with related parties [Abstract]
Receivable	[5]	70,078	71,123
Payable	[5]	0	0
SSA Mexico, S.A. de C.V. [Member]
Balances and transactions with related parties [Abstract]
Receivable	[6]	0	0
Payable	[6]	12,466	8,111
Stockholders [Member]
Balances and transactions with related parties [Abstract]
Receivable	[7]	0	0
Payable	[7]	134,632	157,169
Stockholders [Member] | Lines of Credit [Member] | Fixed Rate [Member]
Balances and transactions with related parties [Abstract]
Debt amount		$ 130,000
Interest rate		15.00%
Payments on capital and interest extended term		1 year
Interest expenses		$ 16,290	18,227
Executive Personnel [Member]
Short-term benefits [abstract]
Salaries		10,761	19,055	28,697
Social security contributions		1,900	736	1,843
Short-term benefits		$ 12,661	$ 19,791	$ 30,540

[1] Shipping agency servicies provided by SSA México, S.A. de C.V. to Administradora Marítima TMM, S.A.P.I. de C.V.

[2] Management consulting provided by SSA México, S.A. de C.V. to Administración Portuaria Integral de Acapulco, S.A. de C.V.

[3] Maritime services between TMM Dirección Corporativa, S.A. de C.V, subsidiary of Grupo TMM, and Marítima del Golfo. The contract termination date was August 2022.

[4] Shipping agency services between Administradora Marítima TMM, S.A.P.I. de C.V., subsidiary of Grupo TMM, and Marítima del Golfo.

[5] Balances receivable are related to agency and maritime provider commission services.

[6] The accounts payables to SSA México, S.A. de C.V. are largely due to subagency services that this related party provides to Grupo TMM.

[7] Lines of credit in the amount of $130 million at a 15% annual fixed rate, with payments on capital and interest upon maturity, extended one more year, that has initial due date as of December 2023. Interest expenses of these credits amounted to $16,290 and $18,227 for the twelve months periods ended December 31, 2023 and 2022, respectively.

XML

Accounts payable and accrued expenses (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts payable and accrued expenses [Abstract]
Operating expenses	$ 122,014	$ 194,487
General expenses	107,823	149,557
Purchased services	21,887	36,403
Taxes payable	65,204	37,797
Salaries and wages	3,012	5,189
Others	20,804	80,441
Accounts payable and accrued expenses	$ 340,744	$ 503,874

XML

Stockholders' equity, Summary (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Mar. 16, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Capital stock [Abstract]
Shares outstanding (in shares)	174,553,127		102,182,841
Number of CPO's per ADS (in shares)	5
Increase in authorized capital		$ 151,978
Number of shares authorized (in shares)		72,370,286
Net tax profit account (CUFIN) [Abstract]
Period of credit against income tax on CUFIN dividends not drawn	2 years
Tax rate on dividends paid to individuals and corporations resident abroad	10.00%
Capital decreases [Abstract]
Capital contribution account balance	$ 5,987,515		$ 5,474,175
Ordinary shares [member]
Capital stock [Abstract]
Shares outstanding (in shares)	174,553,127		102,182,841	102,182,841	102,182,841
Number of common shares called by each CPO (in shares)	1
CUFIN generated up to December 31, 2013 [Member]
Net tax profit account (CUFIN) [Abstract]
Net tax profit account balance	$ 4,514,668		$ 4,313,616
CUFIN generated beginning 2014 [Member]
Net tax profit account (CUFIN) [Abstract]
Net tax profit account balance	$ 0		$ 0

XML

Stockholders' equity, Other Components of Equity (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Other components of equity [Abstract]
Balance, beginning of period	$ 1,801,024		$ 1,819,098		$ 2,247,408
Defined benefit plan	8,453		31,121		33,691
Tax expense	(2,536)		8,133		77,253
Total net of taxes	5,917		(18,977)		(180,256)
Balance, end of period	1,974,377		1,801,024		1,819,098
Adjustment of assets available for sale of fair value	291,200
Legal Reserve [Member]
Other components of equity [Abstract]
Balance, beginning of period	216,948		216,948		216,948
Defined benefit plan	0		0		0
Reclassification from disposal of properties and depreciation	0	[1]	0	[1]	0	[2]
Total before taxes	0		0		0
Tax expense	0		0		0
Total net of taxes	0		0		0
Balance, end of period	216,948		216,948		216,948
Defined Benefit Plan [Member]
Other components of equity [Abstract]
Balance, beginning of period	(70,733)		(92,518)		(116,102)
Defined benefit plan	8,453		31,122		33,691
Reclassification from disposal of properties and depreciation	0	[1]	0	[1]	0	[2]
Total before taxes	8,453		31,122		33,691
Tax expense	(2,536)		(9,337)		(10,107)
Total net of taxes	5,917		21,785		23,584
Balance, end of period	(64,816)		(70,733)		(92,518)
Premium on Convertible Obligations [Member]
Other components of equity [Abstract]
Balance, beginning of period	77,106		77,106		77,106
Defined benefit plan	0		0		0
Reclassification from disposal of properties and depreciation	0	[1]	0	[1]	0	[2]
Total before taxes	0		0		0
Tax expense	0		0		0
Total net of taxes	0		0		0
Balance, end of period	77,106		77,106		77,106
Translation Result [Member]
Other components of equity [Abstract]
Balance, beginning of period	(247,668)		(247,668)		(247,668)
Defined benefit plan	0		0		0
Reclassification from disposal of properties and depreciation	0	[1]	0	[1]	0	[2]
Total before taxes	0		0		0
Tax expense	0		0		0
Total net of taxes	0		0		0
Balance, end of period	(247,668)		(247,668)		(247,668)
Revaluation Surplus [Member]
Other components of equity [Abstract]
Balance, beginning of period	753,439		824,600		1,069,391
Defined benefit plan	0		0		0
Reclassification from disposal of properties and depreciation	(41,797)	[1]	(88,630)	[1]	(332,151)	[2]
Total before taxes	(41,797)		(88,630)		(332,151)
Tax expense	12,639		17,469		87,360
Total net of taxes	(29,158)		(71,161)		(244,791)
Balance, end of period	724,281		753,439		824,600
Other Components of Equity [Member]
Other components of equity [Abstract]
Balance, beginning of period	729,092		778,468		999,675
Defined benefit plan	8,453		31,122		33,691
Reclassification from disposal of properties and depreciation	(41,797)	[1]	(88,630)	[1]	(332,151)	[2]
Total before taxes	(33,344)		(57,508)		(298,460)
Tax expense	10,103		8,132		77,253
Total net of taxes	(23,241)		(49,376)		(221,207)
Balance, end of period	$ 705,851		$ 729,092		$ 778,468

[1] It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.

[2] Includes the adjustment of assets available for sale at their fair value, for an amount of $291,200.

XML

Revenues (Details) - MXN ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Segment Revenues [Abstract]
Total consolidated revenue		$ 1,218,647	$ 1,683,056	$ 1,351,713
Specialized Maritime [Member] | Offshore Vessels [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		462,801	527,571	313,170
Specialized Maritime [Member] | Parcel Tankers [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		246,291	351,539	294,641
Specialized Maritime [Member] | Fuel Oil Transportation [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		57,220	0	0
Specialized Maritime [Member] | Shipping Agencies [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		29,217	31,379	10,360
Specialized Maritime [Member] | Maritime Administration Services [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue	[1]	0	16,343	42,416
Specialized Maritime [Member] | Bulk Carrier [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue	[2]	0	304,269	174,643
Maritime Infrastructure [Member] | Shipyard [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		200,496	118,441	139,226
Logistics, Puertos y Terminals [Member] | Intermodal Terminal [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		37,991	38,910	44,292
Logistics, Puertos y Terminals [Member] | Repair of Containers [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		21,008	110,966	158,511
Logistics, Puertos y Terminals [Member] | Automotive Services [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		8,036	5,442	5,990
Logistics, Puertos y Terminals [Member] | Port Services [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		6,080	5,659	14,967
Warehousing and Other Businesses [Member] | Warehousing [Member]
Operating Segment Revenues [Abstract]
Total consolidated revenue		$ 149,507	$ 172,537	$ 153,497

[1] As discussed in Note 4.20, the contract that Grupo TMM had as maritime administrator with TMM Division Maritima was terminated on August, 2022.

[2] The merchandise transportation operation contract terminated in the first quarter of 2023.

XML

Other income (expenses) (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other income (expenses) [Abstract]
Movement of provisions	$ 44,527	$ 61,170	$ 0
Cancellation of leases in the warehousing business	20,227	0	0
Gain from the sale of subsidiaries	3,676	0	0
Other, net	391	(2,393)	2,150
Expenses incurred in the recovery of taxes	(3,034)	0	0
Expenses related to the cancellation of the corporate building lease	0	(11,351)	(38,537)
Loss from sale of property and equipment, net (see Note 9)	0	(57,804)	(132,956)
Other income (expenses)	$ 65,787	$ (10,378)	$ (169,343)

XML

Interest expense and other financial costs (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Interest expense and other financial costs [Abstract]
Interest on financial debt	$ 9,411	$ 9,096	$ 14,689
Interest on financial related parties	16,290	18,227	10,329
Interest expense on leasing agreements	28,783	28,568	34,146
Other financial expenses	8,546	5,257	3,236
Amortization of transaction cost associated with financial debt	36	415	176
Interest expense and other financial costs	$ 63,066	$ 61,563	$ 62,576

XML

Income tax and tax loss carryforwards, Results for the year (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Results for the year [Abstract]
Combined tax profit (losses)	$ (4,742)	$ (28,688)	$ (269,197)
Tax losses amortization	$ 115,461	$ 265,090	$ 60,032
Enacted Income Tax Law rate	30.00%	30.00%	30.00%
Provision for income tax recognized in statement of profit or loss [Abstract]
Income tax	$ (4,452)	$ (3,172)	$ (7,015)
Deferred income tax	24,652	32,763	28,158
Total income tax benefit	20,200	29,591	21,143
Grupo TMM and Subsidiaries [Member]
Results for the year [Abstract]
Combined tax profit (losses)	(156,078)	(129,041)
Subsidiaries [Member]
Provision for income tax recognized in statement of profit or loss [Abstract]
Total income tax benefit	14,840	$ 10,573	$ 23,383
Other companies [Member]
Results for the year [Abstract]
Combined tax profit (losses)	$ 130,301

XML

Income tax and tax loss carryforwards, Reconciliation for income tax based on statutory rate (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation between provision for income tax based on statutory income tax rate and provision recorded [Abstract]
Loss before taxes	$ (4,742)	$ (28,688)	$ (269,197)
Income tax	1,423	8,606	80,759
Increase (decrease) from [Abstract]
Difference in depreciation and amortization	(20,110)	(46,472)	135,332
Revaluation surplus	(12,639)	(18,051)	(88,112)
Materials and supplies	11,483	3,418	13
Inflationary and currency exchange effects on monetary assets and liabilities, net	(4,562)	15,663	(11,643)
Tax losses amortization	115,461	265,090	60,032
Provisions and allowance for doubtful accounts	(53,185)	(165,542)	(97,628)
Difference between the tax and book value for the sale of assets	0	(7,277)	(35,950)
Difference between the tax and book value for the sale of shares of subsidiaries	(4,931)	0	0
Non-deductible expenses	(12,740)	(25,844)	(21,660)
Total income tax benefit	$ 20,200	$ 29,591	$ 21,143

XML

Income tax and tax loss carryforwards, Components of deferred tax liability (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Components of deferred tax liability [Abstract]
Tax loss carryforwards	$ 372,390	$ 385,936
Inventories and provisions - net	73,788	27,374
Property and equipment and right-of-use asset	(578,654)	(567,902)
Total deferred tax liability	$ (132,476)	$ (154,592)
Percentage of recoverable tax losses	49.13%

XML

Income tax and tax loss carryforwards, Tax loss carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 MXN ($)
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 2,526,511
2014 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 134,002
Year of expiration	2024
2015 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 49,872
Year of expiration	2025
2016 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 388,000
Year of expiration	2026
2017 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 143,490
Year of expiration	2027
2018 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 303,391
Year of expiration	2028
2019 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 601,155
Year of expiration	2029
2020 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 471,686
Year of expiration	2030
2021 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 139,790
Year of expiration	2031
2022 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 133,991
Year of expiration	2032
2023 - Year Loss Incurred [Member]
Tax loss carryforwards [Abstract]
Tax loss carryforward amount	$ 161,134
Year of expiration	2033

XML

Segment reporting (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment reporting [Abstract]
Revenue	$ 1,218,647	$ 1,683,056	$ 1,351,713
Costs and expenses	(1,061,016)	(1,458,601)	(1,201,394)
Corporate expenses	(61,605)	(82,047)	(73,838)
Depreciation and amortization	(125,122)	(99,519)	(117,202)
Transportation profit (loss)	(29,096)	42,889	(40,721)
Net income for the year	15,458	903	(248,054)
Properties	1,826,132	1,490,771	1,540,938
Rights of use	147,951	268,938	337,232
Total assets	3,266,830	3,501,384	3,712,270
Total liabilities	1,292,453	1,700,360	1,893,172
Total capital expenditures	131,345	25,231	75,468
Operating Segments [Member]
Segment reporting [Abstract]
Other assets	1,260,442	1,740,950	1,833,323
Total liabilities	1,257,094	1,525,078	1,747,028
Total capital expenditures	131,345	25,231	75,468
Operating Segments [Member] | Maritime Division [Member]
Segment reporting [Abstract]
Revenue	795,529	1,231,101	835,230
Costs and expenses	(704,075)	(1,120,565)	(793,982)
Depreciation and amortization	(36,385)	(19,063)	(17,580)
Transportation profit (loss)	55,069	91,473	23,668
Properties	156,014	102,998	108,020
Rights of use	0	0	0
Other assets	675,684	752,039	669,594
Total assets	831,698	855,037	777,614
Total liabilities	422,088	531,477	580,455
Total capital expenditures	124,118	49	33,869
Operating Segments [Member] | Maritime Infrastructure Division [Member]
Segment reporting [Abstract]
Revenue	200,496	118,441	139,226
Costs and expenses	(140,614)	(79,775)	(82,563)
Depreciation and amortization	(8,191)	(7,625)	(7,978)
Transportation profit (loss)	51,691	31,041	48,685
Properties	182,762	152,036	146,131
Rights of use	1,383	6,917	12,451
Other assets	322,046	321,594	366,064
Total assets	506,191	480,547	524,646
Total liabilities	73,753	88,104	129,823
Total capital expenditures	6,582	7,997	29,840
Operating Segments [Member] | Logistics, Ports and Terminals Division [Member]
Segment reporting [Abstract]
Revenue	73,115	160,977	223,760
Costs and expenses	(95,844)	(137,165)	(211,860)
Depreciation and amortization	(13,059)	(18,099)	(30,721)
Transportation profit (loss)	(35,788)	5,713	(18,821)
Properties	1,284,274	1,021,222	1,017,128
Rights of use	49,437	73,543	38,391
Other assets	153,529	492,439	471,257
Total assets	1,487,240	1,587,204	1,526,776
Total liabilities	449,429	534,400	598,178
Total capital expenditures	495	148	11,759
Operating Segments [Member] | Warehousing Division [Member]
Segment reporting [Abstract]
Revenue	149,507	172,537	153,497
Costs and expenses	(120,483)	(121,096)	(112,989)
Depreciation and amortization	(65,296)	(52,480)	(56,478)
Transportation profit (loss)	(36,272)	(1,039)	(15,970)
Properties	80,352	97,063	80,542
Rights of use	97,131	188,478	207,386
Other assets	109,183	174,878	326,408
Total assets	286,666	460,419	614,336
Total liabilities	311,824	371,097	438,572
Total capital expenditures	150	17,037	0
Shared Accounts [Member] | Other Businesses [Member]
Segment reporting [Abstract]
Revenue	0	0	0
Costs and expenses	0	0	0
Corporate expenses	(61,605)	(82,047)	(73,838)
Depreciation and amortization	(2,191)	(2,252)	(4,445)
Transportation profit (loss)	(63,796)	(84,299)	(78,283)
Properties	122,730	117,452	189,117
Rights of use	0	0	79,004
Other assets	0	0	0
Shared assets	32,305	725	777
Total assets	155,035	118,177	268,898
Total liabilities	35,359	175,282	146,144
Total capital expenditures	0	0	0
Unallocated Amounts [Member]
Segment reporting [Abstract]
Transportation profit (loss)	$ 44,554	$ (41,986)	$ (207,333)

XML

Employee benefits, Expenses and liabilities recognized for pensions and other employee remunerations (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Expenses recognized [Abstract]
Salaries and benefits	$ 264,005	$ 272,092	$ 235,345
Pensions - defined benefit plans	10,949	13,224	17,790
Employee benefits expense	274,954	285,316	$ 253,135
Long-term [Abstract]
Employee benefits	77,390	84,652
Short term liabilities and remunerations [Abstract]
Short-term employee benefits accruals	3,012	5,189
Actuarial (loss) gain net of taxes	5,917	21,785
Pensions and Seniority Premiums [Member]
Long-term [Abstract]
Employee benefits	53,714	69,738
Termination of Employment [Member]
Long-term [Abstract]
Employee benefits	$ 23,676	$ 14,914

XML

Employee benefits, Net cost for period (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details for net cost [Abstract]
Interest cost	$ (44)	$ (101)
Net cost for the period	10,949	23,331
Pensions and Seniority Premiums [Member]
Details for net cost [Abstract]
Current service cost	(10,164)	13,265
Interest cost	6,062	7,538
Net cost for the period	(4,102)	20,803
Termination of Employment [Member]
Details for net cost [Abstract]
Current service cost	13,620	1,383
Interest cost	1,431	1,145
Net cost for the period	$ 15,051	$ 2,528

XML

Employee benefits, Reserve (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	$ 77,390	$ 84,652
Pensions and Seniority Premiums [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	53,714	69,738
Pensions and Seniority Premiums [Member] | Defined Benefit Obligations [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	54,204	70,223
Pensions and Seniority Premiums [Member] | Assets Plan [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	(490)	(485)
Termination of Employment [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	23,676	14,914
Termination of Employment [Member] | Defined Benefit Obligations [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	23,676	14,914
Termination of Employment [Member] | Assets Plan [Member]
Reserve for pension, seniority premiums and termination of employment [Abstract]
Total reserve	$ 0	$ 0

XML

Employee benefits, Defined benefit obligation (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of net defined benefit liability (asset) [abstract]
Balance at beginning of period	$ 84,652	$ 102,375
Interest cost	(44)	(101)
Benefits paid	(4,028)	(919)
Balance at end of period	77,390	84,652
Pensions and Seniority Premiums [Member]
Disclosure of net defined benefit liability (asset) [abstract]
Interest cost	6,062	7,538
Pensions and Seniority Premiums [Member] | DBO [Member]
Disclosure of net defined benefit liability (asset) [abstract]
Balance at beginning of period	70,223	87,820
Current service cost	(10,164)	13,265
Interest cost	6,062	7,538
Benefits paid	(1,297)	(1,338)
Benefits paid from plan assets	(6,674)	(6,674)
Past service cost	(3,946)	(30,388)
Balance at end of period	54,204	70,223
Termination of Employment [Member]
Disclosure of net defined benefit liability (asset) [abstract]
Interest cost	1,431	1,145
Termination of Employment [Member] | DBO [Member]
Disclosure of net defined benefit liability (asset) [abstract]
Balance at beginning of period	14,914	15,680
Current service cost	13,620	1,383
Interest cost	1,431	1,145
Benefits paid	(310)	(322)
Benefits paid from plan assets	0	(1,497)
Past service cost	(5,979)	(1,475)
Balance at end of period	$ 23,676	$ 14,914

XML

Employee benefits, Assets Plan (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Plan assets [Abstract]
Balance at beginning of period	$ 84,652	$ 102,375
Plan contributions	5,647	8,171
Interests on assets plan	(44)	(101)
Balance at end of period	77,390	84,652
Assets Plan [Member]
Plan assets [Abstract]
Balance at beginning of period	485	1,125
Expected return on assets	(39)	(741)
Plan contributions	5,647	8,171
Benefits paid	(5,647)	(8,171)
Interests on assets plan	44	101
Balance at end of period	$ 490	$ 485

XML

Employee benefits, Changes in pension plan, seniority premium and termination of employment plan (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Changes in pension plan [Abstract]
Balance at beginning of period	$ 84,652	$ 102,375
Cost for the period	10,949	23,331
Interest income	(44)	(101)
Contributions to the plan	(5,647)	(8,171)
Benefits paid on pension plan	(4,028)	(919)
Miscellaneous	(39)	(741)
Actuarial gain or losses	(8,453)	(31,122)
Balance at end of period	$ 77,390	$ 84,652

XML

Employee benefits, Significant actuarial assumptions (Details) $ in Thousands	Dec. 31, 2023 MXN ($) Employee	Dec. 31, 2022 Employee
Significant actuarial assumptions [Abstract]
Percentage of employees working under collective bargaining agreements	10.00%	10.00%
Number of employees | Employee	720	769
Discount Rate [Member]
Significant actuarial assumptions [Abstract]
Significant actuarial assumptions used for valuation	10.75%	10.50%
Discount Rate [Member] | 1.0% Increase [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ (1,269)
Discount Rate [Member] | 1.0% Decrease [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ 1,395
Salary Increase Rate [Member]
Significant actuarial assumptions [Abstract]
Significant actuarial assumptions used for valuation	4.00%	4.00%
Salary Increase Rate [Member] | 1.0% Increase [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ 623
Salary Increase Rate [Member] | 1.0% Decrease [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ (1,053)
Inflation Rate [Member]
Significant actuarial assumptions [Abstract]
Significant actuarial assumptions used for valuation	3.50%	3.50%
Average Working Life Expectancy [Member]
Significant actuarial assumptions [Abstract]
Significant actuarial assumptions used for valuation	14.00%	14.30%
Average Working Life Expectancy [Member] | Increase in 1 year [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ (69)
Average Working Life Expectancy [Member] | Decrease in 1 year [Member]
Significant actuarial assumptions [Abstract]
Increase (decrease) in the defined benefit obligation	$ 25

XML

Earnings per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings per share [Abstract]
Number of potentially dilutive instruments outstanding (in shares)	0	0	0

XML

Fair value measurement, Fair value measures for non-financial assets (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair value measurement [Abstract]
Non-financial assets	$ 3,266,830	$ 3,501,384	$ 3,712,270
Recurring [Member] | Level 2 [Member]
Fair value measurement [Abstract]
Non-financial assets	1,520,707	1,250,989	$ 1,316,264
Recurring [Member] | Buildings and Facilities [Member] | Level 2 [Member]
Fair value measurement [Abstract]
Non-financial assets	101,033	103,815
Recurring [Member] | Lands [Member] | Level 2 [Member]
Fair value measurement [Abstract]
Non-financial assets	$ 1,419,674	$ 1,147,174

XML

Fair value measurement, Reconciliation of non-financial assets classified within Level 3 (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation between the carrying amounts of non-financial assets [Abstract]
Beginning balance	$ 3,501,384	$ 3,712,270
Amount recognized in statements profit or loss [Abstract]
Ending balance	3,266,830	3,501,384
Recurring [Member] | Level 2 [Member]
Reconciliation between the carrying amounts of non-financial assets [Abstract]
Beginning balance	1,250,989	1,316,264
Amount recognized in other comprehensive income [Abstract]
Revaluation surplus	0	0
Amount recognized in statements profit or loss [Abstract]
Loss on the accord and satisfaction	0	(61,973)
Total gains (losses) recognized in other comprehensive income and in statements of operations	0	(61,973)
Additions and disposals, net	(2,782)	(3,302)
Transfer from available-for-sale assets	272,500	0
Ending balance	1,520,707	1,250,989
Effects from unrealized gains from fair value measurements	$ 0	$ 0

XML

Financial instruments risk, Currency risk (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 MXN ($) $ / $	Dec. 31, 2022 MXN ($) $ / $	Jul. 26, 2024 $ / $
Currency Risk [Member]
Currency risk [Abstract]
Percentage of sales denominated in US dollars	80.00%	75.00%
Percentage of costs and expenses denominated in US dollars	35.00%	40.00%
Foreign exchange rate | $ / $	16.8935	19.3615	18.597
Currency Risk [Member] | Minimum [Member]
Currency risk [Abstract]
Assumed variance on foreign exchange rate	12.00%	4.91%
Currency Risk [Member] | Maximum [Member]
Currency risk [Abstract]
Assumed variance on foreign exchange rate	12.00%	4.91%
Currency Risk [Member] | US [Member]
Currency risk [Abstract]
Assets	$ 23,356	$ 34,219
Liabilities	(25,129)	(28,870)
Total assets (liabilities)	(1,773)	5,349
Currency Risk [Member] | Other Currencies [Member]
Currency risk [Abstract]
Assets	0	0
Liabilities	(276)	(40)
Total assets (liabilities)	(276)	(40)
12% Increase in the Exchange Rate [Member]
Currency risk [Abstract]
Total assets (liabilities)	(4,155)
12% Increase in the Exchange Rate [Member] | US [Member]
Currency risk [Abstract]
Assets	47,348
Liabilities	(50,943)
12% Increase in the Exchange Rate [Member] | Other Currencies [Member]
Currency risk [Abstract]
Assets	0
Liabilities	(560)
12% Decrease in the Exchange Rate [Member]
Currency risk [Abstract]
Total assets (liabilities)	4,155
12% Decrease in the Exchange Rate [Member] | US [Member]
Currency risk [Abstract]
Assets	(47,348)
Liabilities	50,943
12% Decrease in the Exchange Rate [Member] | Other Currencies [Member]
Currency risk [Abstract]
Assets	0
Liabilities	$ 560
4.91% Increase in the Exchange Rate [Member]
Currency risk [Abstract]
Total assets (liabilities)		5,400
4.91% Increase in the Exchange Rate [Member] | US [Member]
Currency risk [Abstract]
Assets		34,811
Liabilities		(29,370)
4.91% Increase in the Exchange Rate [Member] | Other Currencies [Member]
Currency risk [Abstract]
Assets		0
Liabilities		(41)
4.91% Decrease in the Exchange Rate [Member]
Currency risk [Abstract]
Total assets (liabilities)		(5,400)
4.91% Decrease in the Exchange Rate [Member] | US [Member]
Currency risk [Abstract]
Assets		(34,811)
Liabilities		29,370
4.91% Decrease in the Exchange Rate [Member] | Other Currencies [Member]
Currency risk [Abstract]
Assets		0
Liabilities		$ 41

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Financial instruments risk, Interest rate risks (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Interest rate risks [Abstract]
Income or loss for the year	$ 15,458	$ 903	$ (248,054)
Interest Rate Risks [Member]
Interest rate risks [Abstract]
Percentage increase in interest rates	1.00%	1.00%
Percentage decrease in interest rates	(1.00%)	(1.00%)
Interest Rate Risks [Member] | Fixed Rate [Member]
Interest rate risks [Abstract]
Debt	$ 71,200	$ 57,700
Interest Rate Risks [Member] | Variable Rate [Member]
Interest rate risks [Abstract]
Debt	3,200	9,800
1% Variance [Member]
Interest rate risks [Abstract]
Income or loss for the year	(6,307)	(8,873)
- 1% Variance [Member]
Interest rate risks [Abstract]
Income or loss for the year	$ 6,307	$ 8,873

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Financial instruments risk, Credit risk and Concentration of risk (Details) - Credit Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Credit risk [Abstract]
Average payment period of significant client	180 days
PEMEX [Member]
Concentration of risk [Abstract]
Percentage of revenue	38.00%	12.00%
Helmsley Management [Member]
Concentration of risk [Abstract]
Percentage of revenue	6.00%	27.00%
Grupo Celanese [Member]
Concentration of risk [Abstract]
Percentage of revenue	13.00%	14.00%
Remaining Customers [Member] | Maximum [Member]
Concentration of risk [Abstract]
Percentage of revenue	4.00%	4.00%

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Financial instruments risk, Expected Credit Loss for Trade Accounts Receivable (Details) - Trade Receivables [Member] - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Gross Carrying Value [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 268,600	$ 368,690
Expected Credit Losses During the Lifetime [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 28,612	$ 25,975
Current [Member]
Expected credit loss for trade accounts receivable [Abstract]
Expected credit loss rate	0.00%	0.00%
Current [Member] | Gross Carrying Value [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 49,544	$ 230,010
More Than 30 Days [ Member]
Expected credit loss for trade accounts receivable [Abstract]
Expected credit loss rate	0.00%	0.00%
More Than 30 Days [ Member] | Gross Carrying Value [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 8,867	$ 3,522
More Than 60 Days [Member]
Expected credit loss for trade accounts receivable [Abstract]
Expected credit loss rate	0.00%	0.00%
More Than 60 Days [Member] | Gross Carrying Value [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 3,505	$ 36,265
More Than 90 Days [Member]
Expected credit loss for trade accounts receivable [Abstract]
Expected credit loss rate	13.80%	26.30%
More Than 90 Days [Member] | Gross Carrying Value [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 206,684	$ 98,893
More Than 90 Days [Member] | Expected Credit Losses During the Lifetime [Member]
Expected credit loss for trade accounts receivable [Abstract]
Financial assets	$ 28,612	$ 25,975

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Financial instruments risk, Liquidity risk (Details) - MXN ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liquidity risk [Abstract]
Trade payables	$ 350,653	$ 437,382
Accounts payable and accrued expenses	340,744	503,874
Related parties	147,098	165,280
Leasing liabilities	167,579	287,075
Financial debt	$ 76,513	$ 67,505
Liquidity Risk [Member]
Liquidity risk [Abstract]
Percentage of financial liabilities due in next 12 months	70.00%	52.00%
Liquidity Risk [Member] | In 6 Months [Member]
Liquidity risk [Abstract]
Trade payables	$ 350,653	$ 437,382
Accounts payable and accrued expenses	0	0
Related parties	0	0
Leasing liabilities	38,426	33,569
Financial debt	9,606	10,424
Total financial liabilities	398,685	481,375
Liquidity Risk [Member] | 6 to 12 Months [Member]
Liquidity risk [Abstract]
Trade payables	0	0
Accounts payable and accrued expenses	340,744	503,874
Related parties	147,098	165,280
Leasing liabilities	28,717	35,360
Financial debt	54,533	24,606
Total financial liabilities	571,092	729,120
Liquidity Risk [Member] | 1 to 4 Years [Member]
Liquidity risk [Abstract]
Trade payables	0	0
Accounts payable and accrued expenses	0	0
Related parties	0	0
Leasing liabilities	49,573	167,284
Financial debt	12,374	28,535
Total financial liabilities	61,947	195,819
Liquidity Risk [Member] | More than 4 Years [Member]
Liquidity risk [Abstract]
Trade payables	0	0
Accounts payable and accrued expenses	0	0
Related parties	0	0
Leasing liabilities	50,863	50,862
Financial debt	0	3,940
Total financial liabilities	$ 50,863	$ 54,802

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Capital management policies and procedures (Details) $ in Thousands	Dec. 31, 2023 MXN ($)	Dec. 31, 2022 MXN ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)
Capital management policies and procedures [Abstract]
Stockholders' equity	$ 1,974,377	$ 1,801,024	$ 1,819,098	$ 2,247,408
Cash and cash equivalents	(100,044)	(96,792)
Stockholders' equity, net	1,874,333	1,704,232
Total financial debt	76,513	67,505
Leasing liabilities	167,579	287,075
Overall financing	$ 244,092	$ 354,580
Capital-to-overall financing ratio	7.69	4.81

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Contingencies (Details) - RPS Claim [Member] $ in Thousands, $ in Thousands	Oct. 19, 2007 USD ($)	Oct. 19, 2007 MXN ($)	Aug. 07, 2007 USD ($)	Aug. 07, 2007 MXN ($)
Contingencies [Abstract]
Contingent asset			$ 50	$ 845
Contingent liability	$ 3,000	$ 50,681