Stockholders' equity

12 Months Ended

Dec. 31, 2024

Stockholders' equity [Abstract]

Stockholders' equity

16 Stockholders’ equity

Capital stock

As of December 31, 2024, and 2023, the Company’s capital stock is comprised of 174,553,127 shares outstanding, registered, without par value, and with voting rights, both years, which may be held by Mexican nationals, investors, or companies that include in their bylaws the exclusion of foreigners clause.

At the General Extraordinary Stockholders’ Meeting held on March 16, 2023, the Company’s stockholders agreed to increase capital stock in the amount of $151,978 through the issuance of up to 72,370,286 common, nominative shares, without par value, representing the capital stock of Grupo TMM. This capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June 27, 2023 and subscribed in full by the stockholders in October 2023.

Legal reserve

According to the General Law on Mercantil Corporations, a minimum of 5% of net profits for the year must be separated to constitute the legal reserve, until its amount reaches 20% of the capital stock at par value.

As of December 31, 2024, 2023 and 2022, the amount of the legal reserve amounts to $216,948, for each of those years, which is presented in the item line ‘Other capital components’ and is part of the stockholders’ equity.

Net tax profit account (CUFIN)

As of December 31, 2024, and 2023, the restated balance of the Net Taxable Income Account (CUFIN for its acronym in Spanish) of the parent Company amounts to $4,704,697 and $4,514,668, respectively, which was generated up to December 31, 2013, and thereafter no new balances have been generated in this account.

The distribution of dividends or profits to shareholders that come from the balance of the CUFIN, generated until December 31, 2013, will not generate income tax until such balance is exhausted. Dividends paid to individuals and corporations resident abroad, on profits generated as of January 1, 2014, are subject to a 10% tax, which is considered a final payment.

Dividends not drawn from the CUFIN, in addition to the above, will continue to be subject to income tax, paid by the entity, based on the general rate set by law, which is definitive and may be credited against the income tax for this and the next two years. The balance in these accounts is susceptible to adjustment to the distribution date using the Mexican Consumers’ Price Index (INPC for its acronym in Spanish).

Capital decreases

As of December 31, 2024, and 2023, the current balance in the Capital Contribution Account (CUCA for its acronym in Spanish) is $6,433,442 and $5,987,515, respectively. In the event of capital reimbursement or decreases in favor of stockholders, the surplus for said reimbursement on this amount will be treated as a distributed earning.

In the event the equity capital exceeds the balance in the CUCA, the difference will be considered a dividend or distributed earning subject to the payment of income tax. If the earnings in reference come from the CUFIN, there will be no corporate tax due to the capital decrease or reimbursement. Otherwise, these will be treated as dividends or distributed earnings.

Other components of equity

Details of other components of equity as of December 31, 2024 and 2023, are as follows:

	Legal reserve		Actuarial gain and losses			Additional paid-in capital		Translation result			Revaluation surplus				Total
Balance as of December 31, 2022	$	216,948	$	(70,733	)	$	77,106	$	(247,668	)	$	753,439			$	729,092
Defined benefit plan		-		8,453			-		-			-				8,453
Reclassification from disposal of properties and depreciation		-		-			-		-			(41,797	)	(a)		(41,797	)
Total before taxes		-		8,453			-		-			(41,797	)			(33,344	)
Tax expense		-		(2,536	)		-		-			12,639				10,103
Total net of taxes		-		5,917			-		-			(29,158	)			(23,241	)
Balance as of December 31, 2023	$	216,948	$	(64,816	)	$	77,106	$	(247,668	)	$	724,281			$	705,851
Defined benefit plan		-		4,551			-		-			-				4,551
Revaluation surplus		-		-			-		-			22,974				22,974
Reclassification from disposal of properties and depreciation		-		-			-		-			(28,030	)	(a)		(28,030	)
Total before taxes		-		4,551			-		-			(5,056	)			(505	)
Tax expense		-		(1,365	)		-		-			(6,892	)			(8,257	)
Total net of taxes		-		3,186			-		-			(11,948	)			(8,762	)
Balance as of December 31, 2024	$	216,948	$	(61,630	)	$	77,106	$	(247,668	)	$	712,333			$	697,089

(a) It corresponds to the reclassification of the revaluation surplus to accumulated results from the sale of properties, as well as the depreciation for the period of revaluation of properties.