SECURITIES AND EXCHANGE COMMISSION

Form 20-F/A

(Amendment No. 1)

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

OR

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

For the fiscal year ended December 31, 2012

OR

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

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)

Avenida de la Cúspide, No. 4755

Colonia Parques del Pedregal,

14010 México City, D.F., México

(Address of principal executive offices)

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

None

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.

102,182,841 Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes     No  x

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  x

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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. 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  x

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 x   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  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ¨    No  ¨

TABLE OF CONTENTS

		Page
EXPLANATORY NOTE			1
ITEM 18.	FINANCIAL STATEMENTS		2
ITEM 19.	EXHIBITS		3
SIGNATURES			4

-i-

EXPLANATORY NOTE

Grupo TMM, S.A.B. (“Grupo TMM”) is filing this Amendment No. 1 (the “Amendment”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2012 (the “2012 Form 20-F”), as originally filed with the Securities and Exchange Commission on May 15, 2013, solely for the purposes of (i) re-filing our financial statements in Item 18 to include the signature of Salles Sainz – Grant Thornton, S.C. (“SSGT”), independent registered public accounting firm, in its Report of Independent Registered Public Accounting Firm with respect to our financial statements and (ii) filing or furnishing new certifications by our principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

No other changes are hereby made to our 2012 Form 20-F. The contents of the Report of Independent Registered Public Accounting Firm and our financial statements and the notes thereto are not modified, except for the inclusion of the signature of SSGT as described above. This Amendment does not reflect events that have occurred after the initial filing date of May 15, 2013 of our 2012 Form 20-F or modify or update the disclosures therein, except to reflect the amendment described above.

-1-

ITEM 18. FINANCIAL STATEMENTS

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

Contents	Page
Report of Independent Registered Public Accounting Firm		F-3
Consolidated Statements of Financial Position		F-5
Consolidated Statements of Operations		F-6
Consolidated Statements of Comprehensive (Loss) Income		F-7
Consolidated Statements of Changes in Stockholders’ Equity		F-8
Consolidated Statements of Cash Flows		F-9
Notes to the Consolidated Financial Statements		F-10

-2-

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

Grupo TMM, S.A.B. and Subsidiaries

December 31, 2012, 2011 and 2010

F-1

Grupo TMM, S.A.B. and Subsidiaries

Consolidated Financial Statements

December 31, 2012, 2011 and 2010

Contents

		Page
Report of Independent Registered Public Accounting FirmReport of Independent Registered Public Accounting Firm			F-3
(Amounts expressed in thousands of Mexican pesos, except shares)			F-10
1.	Nature of operations and general information		F-10
2.	Changes in accounting policies		F-13
3.	Summary of significant accounting policies		F-17
4.	Ongoing concern		F-25
5.	Taxes receivable		F-26
6.	Other accounts receivable		F-26
7.	Other current assets		F-26
8.	Concession rights		F-27
9.	Property, machinery and equipment, net		F-28
10.	Prepaid expenses and other		F-29
11.	Intangible assets		F-29
12.	Financing		F-31
13.	Obligations from sale of receivables		F-37
14.	Trust certificates program		F-38
15.	Balances and transactions with related parties		F-40
16.	Accounts payable and accrued expenses		F-41
17.	Stockholder equity		F-41
18.	Other expenses, net		F-42
19.	Gain (loss) on exchange, net		F-42
20.	Income tax, tax loss carryforwards, and corporate flat tax		F-43
21.	Financial information by segment		F-46
22.	Employee benefits		F-47
23.	(Losses) earnings per share		F-50
24.	Commitments and contingencies		F-50
25.	Financial risk management, objectives, and policies		F-53
26.	Capital management policies and procedures		F-56
27.	Subsequent event		F-56

F-2

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Grupo TMM, S.A.B.:

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, 2012, 2011 and 2010, and the related consolidated statements of operations, comprehensive income, changes in stockholder’ equity, and cash flows for each of the three years in the period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo TMM as of December 31, 2012, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

F-3

The accompanying consolidated financial statements have been prepared under the assumption the Company will continue as a going concern. As discussed in Note 4, the Company has incurred significant net losses in 2012 and 2010, principally as a result of its comprehensive financing cost. These conditions, along with other matters as set forth in Note 4, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 3 c), as a result of changes in the economic environment and that the operations of Grupo TMM are currently concentrated in Mexico, as of January 1, 2012, the Company has decided to change its operating currency and reporting from US dollars to Mexican pesos. The procedures for converting the operating currency were applied prospectively as of said date.

/s/ SALLES SAINZ — GRANT THORNTON, S.C.

Mexico City

May 15, 2013

F-4

Consolidated statements of financial position

December 31, 2012, 2011 and 2010

(amounts in thousands of Mexican pesos)

	2012			2011			2010
Assets
Current
Cash and cash equivalents	$	496,680		$	507,609		$	1,113,560
Restricted cash (Notes 13 and 14)		592,345			568,072			648,590
Accounts receivable—net of allowance for doubtful accounts of $55,112 in 2012, $48,733 in 2011, and $46,184 in 2010		474,027			543,440			465,478
Related parties (Note 15)		—			—			5,052
Tax credits (Note 5)		75,227			38,272			83,886
Other accounts receivable –net (Note 6)		220,487			206,592			169,469
Materials and supplies		133,990			144,246			118,827
Other current assets (Note 7)		12,906			17,100			18,808
Non-current assets held for sale		23,842			—			8,877
Total current assets		2,029,504			2,025,331			2,632,547
Concession rights—net (Note 8)		32,167			35,943			35,276
Property, machinery and equipment—net (Note 9)		9,716,653			10,012,703			9,430,423
Prepaid expenses and other (Note 10)		92,733			103,477			94,312
Intangible assets (Note 11)		132,267			158,933			292,778
Deferred income tax (Note 20)		941,944			942,621			835,665
Total assets	$	12,945,268		$	13,279,008		$	13,321,001
Current liabilities:
Current portion of long term debt (Notes 12 and 14)	$	332,595		$	239,759		$	293,100
Suppliers		302,362			299,525			287,020
Accounts payable and accrued expenses (Note 16)		931,107			738,853			581,791
Related parties (Note 15)		18,061			12,218			—
Obligations from the sale of receivables (Note 13)		—			—			138,960
Total current liabilities		1,584,125			1,290,355			1,300,871
Long term debt (Notes 12 and 14)		10,491,189			10,255,824			10,358,630
Dividends payable		—			—			175,660
Employee benefits (Note 22)		211,143			213,415			172,787
Obligations from the sale of receivables (Note 13)		—			—			6,810
Total non-current liabilities		10,702,332			10,469,239			10,713,887
Total liabilities		12,286,457			11,759,594			12,014,758
Stockholder equity (Note 17):
Equity capital, 103,760,541 shares authorized and issued		2,216,733			2,216,733			1,967,863
Treasury shares (1,577,700 shares)		(46,805	)		(46,805	)		(46,506	)
Revaluation surplus (Notes 3j and 9)		846,815			891,349			793,630
Statutory reserve		216,948			216,948			192,592
Accrued losses		(2,463,934	)		(1,642,527	)		(1,560,219	)
Capital Premium		77,106			77,106			68,449
Translation balance (Note 3c)		(247,668	)		(247,668	)		(219,862	)
Controlling interest		599,195			1,465,136			1,195,947
Non-controlling interest (Note 3s)		59,616			54,278			110,296
Total stockholder equity		658,811			1,519,414			1,306,243
Total liabilities and stockholder equity	$	12,945,268		$	13,279,008		$	13,321,001

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

F-5

Consolidated statements of operations

for the years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos, except shares)

	2012			2011			2010
Transportation revenue	$	3,334,745		$	3,344,870		$	3,859,315
Costs and expenses:
Salaries, wages and employee benefits		895,839			803,148			858,043
Leases and other rents		634,961			616,817			724,795
Purchased services		445,525			486,255			553,753
Fuel, materials and supplies		353,598			325,508			322,395
Other costs and expenses		157,344			232,490			238,486
Depreciation and amortization		696,644			640,515			725,288
		3,183,911			3,104,733			3,422,760
Income on transportation		150,834			240,137			436,555
Other expenses, net (Note 18)		(26,377	)		(175,275	)		(65,030	)
Operating income		124,457			64,862			371,525
Interest income		50,098			44,813			103,004
Interest expense		987,890			1,041,482			987,796
Gain (loss) on exchange, net (Note 19)		41,002			1,164,450			(481,697	)
Comprehensive financing cost		(896,790	)		167,781			(1,366,489	)
(Loss) income before taxes		(772,333	)		232,643			(994,964	)
Provision for income taxes (Note 20)		(8,783	)		(41,060	)		(10,350	)
Net (loss) income for the year	$	(781,116	)	$	191,583		$	(1,005,314	)
Attributable to:
Non-controlling interest		5,338			12,539			20,814
Grupo TMM, S.A.B. Stockholders	$	(786,454	)	$	179,044		$	(1,026,128	)
Net (loss) earnings for the year, per share	$	(7.644	)	$	1.875		$	(9.855	)
Weighted average of shares outstanding for the period		102,183			102,176			102,007

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

F-6

Consolidated statements of comprehensive (loss) income

for the years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos, except shares)

	2012			2011			2010
Net (loss) profit for the year	$	(781,116	)	$	191,583		$	(1,005,314	)
Other comprehensive (loss) income lines:
Stock repurchase		—			(1,381	)		619
Translation balance		(42,989	)		(240,366	)		65,089
Provision for employee benefits		11,480			(41,549	)		(23,075	)
Revaluation surplus		(63,620	)		(3,786	)		1,133,757
Cancellation of dividends (Note 17)		—			134,204			—
Income tax on other comprehensive income (loss) results		15,642			13,601			(333,205	)
Other comprehensive results for the year net of taxes		(79,487	)		(139,277	)		843,185
Comprehensive (loss) profit for the year	$	(860,603	)	$	52,306		$	(162,129	)
Attributable to:
Non-controlling interest		5,338			12,539			20,814
Grupo TMM, S.A.B. Stockholders		(865,941	)		39,767			(182,943	)
	$	(860,603	)	$	52,306		$	(162,129	)

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

F-7

Consolidated statements of changes in stockholder equity

Years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos, except shares)

	Number of shares issued and outstanding			Equity Capital			Cumulative losses			Capital Premium			Initial cumulative translation balance			Subtotal			Non-controlling interest			Total Stockholder Equity
Balances as of December 31, 2009		102,024,441		$	2,024,906		$	(391,054	)	$	72,109		$	(231,617	)	$	1,474,344		$	94,710		$	1,569,054
Repurchase of shares during 2010		(29,800	)		(780	)		619			—			—			(161	)		—			(161	)
Revaluation surplus								793,630			—			—			793,630			—			793,630
Translation balance		—			(102,769	)		65,089			(3,660	)		11,755			(29,585	)		(5,228	)		(34,813	)
Provision for employee benefits		—			—			(16,153	)		—			—			(16,153	)		—			(16,153	)
Total year expenses recognized directly in capital								843,185
Net loss for the year		—			—			(1,026,128	)		—			—			(1,026,128	)		20,814			(1,005,314	)
Comprehensive loss for the year								(182,943	)
Balances as of December 31, 2010		101,994,641			1,921,357			(573,997	)		68,449			(219,862	)		1,195,947			110,296			1,306,243
Sale of repurchased stocks during 2011		188,200			5,579			(1,381	)		—			—			4,198			—			4,198
Revaluation surplus		—			—			(2,650	)		—			—			(2,650	)		—			(2,650	)
Translation balance		—			242,992			(240,366	)		8,657			(27,806	)		(16,523	)		15,477			(1,046	)
Provision for employee benefits		—			—			(29,084	)		—			—			(29,084	)		—			(29,084	)
Cancellation of dividends		—			—			134,204			—			—			134,204			—			134,204
Total year expenses recognized directly in capital								(139,277	)
Reduction of capital in subsidiaries		—			—			—			—			—			—			(84,034	)		(84,034	)
Net earnings for the year		—			—			179,044			—			—			179,044			12,539			191,583
Comprehensive earnings for the year								39,767
Balances as of December 31, 2011		102,182,841			2,169,928			(534,230	)		77,106			(247,668	)		1,465,136			54,278			1,519,414
Revaluation surplus		—			—			(44,534	)		—			—			(44,534	)		—			(44,534	)
Translation balance		—			—			(42,989	)		—			—			(42,989	)		—			(42,989	)
Provision for employee benefits		—			—			8,036			—			—			8,036			—			8,036
Total year expenses recognized directly in capital								(79,487	)
Net loss for the year		—			—			(786,454	)		—			—			(786,454	)		5,338			(781,116	)
Comprehensive loss for the year								(865,941	)
Balances as of December 31, 2012		102,182,841		$	2,169,928		$	(1,400,171	)	$	77,106		$	(247,668	)	$	599,195		$	59,616		$	658,811

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

F-8

Consolidated statements of cash flow

Years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos)

	2012			2011			2010
Cash flows from operating activities:
Net (loss) profit for the year:	$	(781,116	)	$	191,583		$	(1,005,314	)
Adjustments to reconcile net loss (profit) to cash provided by operating activities:
Depreciation and amortization		696,644			640,515			725,288
Other amortizations		108,480			139,646			121,492
Provision for taxes		8,783			41,060			10,350
Gain on the sale of properties, machinery and equipment		(17,165	)		(6,189	)		(4,233	)
Loss on the sale of subsidiary shares		—			—			12,814
Impairment of long-lived assets		—			129,567			—
Provision for interest on debt		856,901			855,868			835,912
Gain on purchase of subsidiaries		(74,245	)		—			—
Exchange (gain) loss—net		(25,387	)		(1,158,423	)		479,397
Changes in assets and liabilities:
Restricted cash		(24,273	)		80,519			189,154
Accounts receivable		69,413			(77,962	)		154,789
Other accounts receivable and related parties		(45,007	)		25,760			149,666
Materials, supplies and accessories		10,256			(25,419	)		(6,938	)
Other current assets		4,194			1,707			(1,120	)
Other accounts payable and accrued expenses		116,767			(113,036	)		(600,163	)
Other non-current assets		14,590			124,679			135,964
Employee benefits		(2,272	)		40,628			16,954
Total adjustments		1,697,679			698,920			2,219,326
Cash provided by operating activities		916,563			890,503			1,214,012
Cash flows from investment activities:
Sale of properties, machinery and equipment		60,709			47,510			67,140
Acquisition of properties, machinery and equipment		(351,203	)		(191,082	)		(405,938	)
Acquisition of subsidiaries		(54,301	)		—			—
Sale of associate companies		—			—			51,331
Reduction of capital in subsidiaries		—			(74,874	)		—
Cash used in investment activities		(344,795	)		(218,446	)		(287,467	)
Cash flows from financing activities:
Proceeds from financial debt		(570,006	)		(1,121,266	)		12,410
Cash proceeds from obligations from the sale of receivables		—			(147,910	)		(111,041	)
Purchase of capital stock		—			1,205			(164	)
Cash used in financing activities		(570,006	)		(1,267,971	)		(98,795	)
Effect on cash from currency fluctuation		(12,691	)		(10,038	)		24, 702
Net (decrease) increase in cash and cash equivalents		(10,929	)		(605,952	)		852,452
Cash and cash equivalents at year start		507,609			1,113,561			261,109
Cash and cash equivalents at year end	$	496,680		$	507,609		$	1,113,561
Supplemental cash disclosures:
Interest paid	$	616,921		$	920,962		$	376,001
Income tax and corporate flat tax paid
	$	64,635		$	12,738		$	13,256

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

F-9

Notes to the consolidated financial statements

As of December  31, 2012, 2011, and 2010

(Amounts expressed in thousands of Mexican pesos, except shares)

1 Nature of operations and general information:

Grupo TMM, S.A.B. (“Grupo TMM” or the “Company”) is a Mexican company whose principal activity is providing multimodal transportation and logistics services to premium customers throughout Mexico. Grupo TMM provides services related to dedicated trucking, third-party logistics, offshore supply shipping, clean oil and chemical products shipping, tug-boat services, warehouse management, shipping agency, inland and seaport terminal services, container and railcar maintenance and repair, and other activities related to the shipping and land freight transport business.

Due to the geographic location of some of the subsidiaries and the activities in which they are engaged, Grupo TMM and its 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.

Grupo TMM’s head office is located at Avenida de la Cúspide N° 4755, Colonia Parques del Pedregal, Delegación Tlalpan, C. P. 14010, México, D. F.

F-10

As of December 31, 2012 and 2011, Grupo TMM holds the percentage of equity interest indicated in the following companies:

	2012			2011
Inmobiliaria TMM, S.A. de C.V. and subsidiaries		100	%		100	%
Operadora Marítima TMM, S.A. de C.V.		100	%		100	%
Transportación Marítima Mexicana, S.A. de C.V. and subsidiaries		100	%		100	%
TMM Logistics, S.A. de C.V. and subsidiaries		100	%		100	%
Operadora Portuaria de Tuxpan, S.A. de C.V.		100	%		100	%
Terminal Marítima de Tuxpan, S.A. de C.V.		100	%		100	%
Transportes Líquidos Mexicanos, LTD		100	%		100	%
Personal Marítimo, S.A. de C.V.		100	%		100	%
TMM Agencias, S.A. de C.V.		100	%		100	%
Servicios de Logística de México, S.A. de C.V.		100	%		100	%
Servicios en Operaciones Logísticas, S.A. de C.V.		100	%		100	%
Lacto Comercial Organizada, S.A. de C.V.	i)	—			100	%
Marmex Marine Mexico, Inc. and subsidiary		100	%		100	%
Autotransportación y Distribución Logística, S.A. de C.V.		100	%		100	%
Almacenadora de Depósito Moderno, S. A. de C. V.		100	%		100	%
Repcorp, S.A. de C.V. and subsidiary		100	%		100	%
TMM Parcel Tankers, S.A. de C.V.		100	%		100	%
TMM División Marítima, S.A. de C.V.		100	%		100	%
TMM Dirección Corporativa S.A. de C.V. (formerly
TMM Remolcadores, S.A. de C.V.)		100	%		100	%
Ikusi S.A.P.I. de C.V. (formerly Inmobiliaria Ikusi, S.A.P.I. de C.V.)		100	%		100	%
Ficorsa Corporate Services, S.A.P.I. de C.V.		100	%		100	%
Sedirsa Promotora, S.A. de C.V.		100	%		100	%
Trasatlántica Marítima de México, S.A.P.I. de C.V.	b)	100	%	b)	100	%
Promotora Satuiza, S.A.P.I. de C.V.	a)	99	%	a)	99	%
Promotora Satco, S.A. de C.V.		100	%		100	%
Lex New Proyects, S.A.P.I. de C.V. (formerly TMM New Proyects, S.A. de C.V.)		99	%		100	%
Administración Portuaria Integral de Acapulco, S.A. de C.V.		51	%		51	%
Servicios Administrativos API Acapulco, S.A. de C.V.		51	%		51	%
Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.		99	%		99	%
Nicte Inmobiliaria, S.A.P.I. de C.V		99	%		99	%
Proserpec Servicios Administrativos, S.A.P.I. de C.V.		99	%		99	%
Servicios Directivos Sedise, S.A.P.I. de C.V.		99	%		99	%
Seehafen Operadora Marítima, S.A.P.I. de C.V. and subsidiary	c)	100	%		—
Mexschiff Operación de Personal, S.A.P.I. de C.V.	d)	100	%		—
Perjomar Operadora de Personal, S.A.P.I. de C.V.	e)	100	%		—
Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.	f)	100	%		—
Perhafen Services Marítimos, S.A.P.I. de C.V.	g)	100	%		—

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Inmobiliaria Dos Naciones, S. de R.L. de C.V.	h)	100	%	—
Línea Mexicana TMM, S.A. de C.V.		100	%	—
Siderpec Training Operadora, S.A.P.I de C.V.	j)	98	%	—
Arbeimeer Operadora de Personal, S.A.P.I. de C.V.	k)	98	%	—
Opertraining Services, S.A.P.I. de C.V.	l)	98	%	—

a) On November 22, 2011, one share in Promotora Satuiza, S.A.P.I. de C.V., was sold to an unrelated party.

b) On May 12, 2011, Trasatlántica Marítima de México, S.A.P.I. de C.V. was established to provide all class of maritime, waterway, and lake transportation services on the water routes.

c) On August 3, 2012, Seehafen Operadora Marítima, S.A.P.I. de C.V. was formed, to construct, repair, service, maintain, and refurbish all class of containers and platforms both in Mexico and overseas, itself or through third parties.

d) On May 28, 2012, Mexschiff Operación de Personal, S.A.P.I. de C.V. was established, to provide services and consulting at Mexican ports, as regulated by the port law.

e) On May 28, 2012, Perjomar Operadora de Personal, S.A.P.I. de C.V. was formed, to provide all class of industrial and commercial consulting services, and services related to the creation, planning, implementation, and development of programs aimed at promoting personnel efficiency and retention.

f) On May 28, 2012, Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V. was established, to enter into industrial, commercial, and/or service contracts and agreements in the public and private sectors to provide all class of consulting or services.

g) On June 14, 2012, Perhafen Services Marítimos, S.A.P.I. de C.V. was formed, to provide services and consulting at Mexican ports as regulated by the port law.

h) On January 31, 2012, shares in Inmobiliaria Dos Naciones, S. de R.L. de C.V. (IDN) were acquired. This company engages in the construction of port facilities for the construction, repair, or major modification of vessels. (See Note 4)

i) On July 2, 2012, Grupo TMM sold its shares in Lacto Comercial Organizada, S.A. de C.V. to TMM Logistics, S.A. de C.V.; on this same date TMM Logistics, S.A. de C.V. split with the spin-off company being Seehafen Operadora Marítima, S.A.P.I. de C.V.

j) On May 28, 2012, Siderpec Training Operadora, S.A.P.I. de C.V. was formed, to provide all class of industrial, commercial, and service consulting services.

k) On June 14, 2012, Arbeimeer Operadora de Personal, S.A.P.I. de C.V. was established, to provide all class of industrial, commercial, and service consulting services.

l) On June 14, 2012, Opertraining Services, S.A.P.I. de C.V. was formed, to provide all class of services to third parties, including but not limited to, technical assistance and administrative services.

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2 Changes in accounting policies:

a. Adoption of “Presentation of Items of Other Comprehensive Income’ (Amendments to IAS 1)

Grupo TMM has adopted early the ‘Reporting of Other Comprehensive Income Lines’ (IAS I Amendments). The IAS 1 Amendments apply to years starting on or after July 1, 2012 and require Companies to group the lines reported under Other Comprehensive Income with those that, according to other IFRS, will not be subsequently reclassified to income and those that will be reclassified to income when specific conditions are met.

The current option to report Other Comprehensive Income lines either before taxes or net of taxes remains unchanged, therefore the IAS 1 Amendments require the tax associated with each of the two Other Comprehensive Income groups to be shown separately.

b. New standards, amendments, and interpretations for existing standards that are not yet in effect and which have not been adopted early by Grupo TMM

At the date of authorization of these consolidated financial statements, certain new standards, amendments, and interpretations for the existing standards have been published by the IASB but are not yet effective, and have not been adopted early by Grupo TMM (with the exception of the IAS 1 Amendments mentioned in point a) above). Management anticipates that all of the relevant pronouncements will be adopted into Grupo TMM’s accounting policies in the first period after the effective date of the pronouncement. Information on new standards, amendments, and interpretations that are expected to be relevant to Grupo TMM’s financial statements is detailed below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s consolidated financial statements.

c. IFRS 9 Financial Instruments (IFRS 9)

The objective of the IASB is to replace IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) with IFRS 9. To date, the chapters that presented problems with the recognition, classification, measuring, and de-recognition of financial assets and liabilities have been resolved. These chapters are applicable for years starting on or after January 1, 2012. The chapters that discuss the methodology for impairment and hedge accounting are still being developed. In addition, in November 2011, the IASB tentatively decided to consider making minimal modifications to the financial asset classification model of IFRS 9 to resolve issues of application. Grupo TMM Management has not yet considered the impact of this new standard on the consolidated financial statements for Grupo TMM. However, the Company does not expect to implement IFRS 9 until all its chapters have been released and the full impact of all the changes can be evaluated.

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d. Consolidation Standards

The IASB released a package of consolidation standards applicable for years starting on or after January 1, 2013. The information for these new standards is presented following. Company Management has not yet completed its assessment of the impact of these new and revised standards on the consolidated financial statements of Grupo TMM.

i. IFRS 10 Consolidated Financial Statements (IFRS 10)

IFRS 10 replaces IAS 27 Consolidated and separated financial statements (IAS 27) and SIC 12 Consolidation—Special purpose entities. IFRS 10 revises the definition of control and provides a more extensive guide for its application. The new requirements have the potential to affect which Grupo TMM interests will be considered subsidiaries and therefore change the scope of the consolidation. However, the requirements for the consolidation procedures, the accounting changes for non-controlling interests, and the accounting for the loss of control in a subsidiary remain the same. Company Management’s preliminary assessment is that IFRS 10 will not change the classification (of subsidiaries or any other) for any of Grupo TMM’s current interests as of December 31, 2012.

ii. IFRS 11 “Joint Arrangements” (IFRS 11)

IFRS 11 replaces IAS 31 ‘Interests in joint ventures’ (IAS 31). This new standard more closely aligns the accounting of investors with the rights and obligations of the joint venture. In addition, the option of IAS 31 to use proportionate consolidation for joint ventures has been eliminated. IFRS 11 now requires the use of the equity method, which is currently used for investments in associates.

iii. IFRS 12 ‘Disclosure of Interests in Other Entities’ (IFRS 12)

IFRS 12 contains, and makes consistent, the disclosure requirements for the different types of investments, including unconsolidated structured entities. It introduces a new disclosure requirement for the risks to which the Company is exposed in terms of its involvement with structured entities.

iv. Transition guide for IFRS 10, 11, and 12

Subsequent to the release of the new standards, the IASB has made some changes to the considerations on transition for IFRS 10, IFRS 11, and IFRS 12. The guide confirms the Company is not obligated to apply IFRS 10 retrospectively in some circumstances and clarifies the requirements for reporting adjusted comparative information. The guide also makes changes to IFRS 11 and IFRS 12, which provides certain relief for the reporting or adjustment of comparative information for periods prior to the previous period. It also provides additional relief removing the requirements of comparative disclosures associated with unconsolidated structured entities for any period prior to their first year for which IFRS 12 is applied. The new guide is applicable for years starting on or after January 1, 2013.

v. Subsequent modifications of IAS 27 ‘Separate financial statements’ (IAS 27) and IAS 28 ‘Investments in Associates and Joint Ventures’ (IAS 28)

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IAS 27 only covers consolidated financial statements. IAS 28 includes investments in joint ventures under its scope. However, the equity method of IAS 28 remains unchanged.

e. IFRS 13 “Fair Value Measurement” (IFRS 13)

IFRS 13 clarifies the definition of fair value and provides a guide with improved disclosures regarding the measuring of fair value. This does not affect which lines are required to be measured at fair value. IFRS 13 applies prospectively for years starting on or after January 1, 2013. Grupo TMM Management is in the process of reviewing its valuation methodologies considering the new requirements and has not yet completed its assessment of the impact on the consolidated financial statements.

f. Changes to IAS 19 ‘Employee benefits’ (IAS 19 Amendments)

The IAS 19 Amendments include a number of improvements planned.

The most significant involve defined benefit plans, including:

• The “corridor method” is eliminated, requiring entities to recognize actuarial profits and losses incurred for the period reported,

• Changes to the measuring and reporting of certain components of the defined benefit cost,

• Improved disclosure requirements, including information on the characteristics of the defined benefit plans and the risks to which entities are exposed through participation in these.

The IAS 19 Amendments apply for years starting on or after January 1, 2013 and their effects are to be applied retrospectively. Grupo TMM will not be affected and the IAS 19 Amendments will not have an impact on the consolidated financial statements of Grupo TMM.

g. Offsetting Financial Assets and Liabilities (IAS 32 Amendments)

The IAS 32 Amendments add a guide to correct the inconsistencies in the application of the criteria for IAS 32 to offset financial assets and financial liabilities in the following two areas:

• the meaning of “having the right to offset”,

• that any gross settlement system could be considered equivalent to the net settlement.

The amendments are applicable for years starting on or after January 1, 2014 and are applied retrospectively. Company Management does not anticipate the amendments will have any material effect on the consolidated financial statements of Grupo TMM.

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h. Disclosures—Offsetting financial assets and liabilities (IFRS 7 Amendments)

Disclosures have been qualitatively and quantitatively included in IFRS 7 ‘Financial Instruments: Disclosures’ (IFRS 7) in terms of the gross and net amounts recognized in financial instruments that are (a) offset on the statement of financial position and (b) subject to agreements to report net amounts and similar arrangements, even when there is no offsetting on the statement of financial position. The Amendments are applicable for years starting on or after January 1, 2013 and for quarters during these years. The disclosures required are to be made retrospectively. Company Management does not anticipate the Amendments will have a material impact on the consolidated financial statements of Grupo TMM.

i. Annual Improvements 2009 - 2011 (The Annual Improvements)

The 2009 - 2011 Annual Improvements make various minor changes to different IFRS. The relevant changes for Grupo TMM are summarized following:

Clarifications of the requirements for the opening statement of financial position:

• Clarifies that the appropriate date for the opening statement of financial position is the start of the previous period (the related notes are no longer required),

• Considers comparative requirements for an opening statement of financial position when an entity changes accounting policies or makes retrospective reformulations or reclassifications, per IAS 8.

The Company has considered the early application of this Annual Improvement and does not present the notes to the statement of financial position as of December 31, 2010 as a result of the retrospective application of the accounting change mentioned in Note 3o.

Clarifications of the comparative information requirements providing additional minimum requirements:

• Clarifies that the additional information to the financial statements does not need to be presented in the form of a complete set of financial statements for periods beyond the minimum requisites,

• Requires that any additional information presented must be in accordance with the IFRS and that the entity must present comparative information in the related notes for said additional information.

Effect of tax on distributions to holders of capital instruments:

• Corrects the inconsistency detected between IAS 12 “Income Tax” (IAS 12) and IAS 32 “Financial Instruments: Presentation” (IAS 32) in relation to the recognition of the effects of income tax related to distributions to holders of capital instruments and the transaction costs for a capital transaction.

• Clarifies that the intention of the IAS 32 is to follow the requirements of IAS 12 for the accounting of income tax related to distributions to holders of capital instruments and the transaction costs for a capital transaction.

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Information by segments for the total assets and liabilities:

• Clarifies that the total assets and liabilities for a particular reportable segment needs to be disclosed if and only if: (i) a measure of the total assets and the total liabilities (or both) is provided regularly to the COO that makes the decisions; (ii) there has been a material change in the measures disclosed in the last financial statements for the reportable segment.

The Annual Improvements described above are applicable for years starting on or after January 1, 2013. Company Management does not anticipate these improvements will have a material impact on the consolidated financial statements of Grupo TMM.

3 Summary of significant accounting policies:

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”), and these are expressed in thousands of Mexican pesos, the currency in which the Company transacts a major share of its operations, and in which a significant portion of the Company’s assets and liabilities arose and/or are listed. Until December 31, 2011, the operating and reporting currency was the US dollar, see Note 3c below.

The accompanying consolidated financial statements were approved by the Company Board of Directors on April 9, 2013.

The most significant accounting policies are summarized following:

a Consolidation—

The consolidated financial statements include the accounts of Grupo TMM and those of its subsidiaries. The balances and transactions with subsidiary companies have been eliminated for the purposes of consolidation. Grupo TMM consolidates the companies in which it holds 51% or more direct or indirect interest and/or has control. In the case of jointly controlled investments, Grupo TMM recognizes its interest by proportional consolidation. All subsidiaries are reported as of December 31, 2012.

Subsidiaries

The Subsidiaries are all entities over which Grupo TMM has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. These subsidiaries, accordingly, would be de-consolidated from the date that control by Grupo TMM ceases.

The cost of an acquisition is measured as the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed on the date of exchange, plus the costs directly attributed to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date, irrespective of the extent of any non-controlling interest.

F-17

All intercompany transactions, balances and unrealized gains on transactions between Grupo TMM’s companies are eliminated upon consolidation. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Associates

Associates are all entities over which Grupo TMM has significant influence but not control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognized at their acquisition cost.

When Grupo TMM’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, Grupo TMM does not recognize further losses, unless it has incurred obligations or is committed to make payments on behalf of the associate.

Gains and losses on transactions between Grupo TMM and its associates are eliminated to the extent of Grupo TMM’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

b Business combinations

Grupo TMM applies the acquisition method to register business combinations. The payment Grupo TMM transfers 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 capital interests issued by Grupo TMM, which includes the fair value of any asset or liability that arises from the contingent payment agreement. The acquisition costs are recorded in income as incurred.

Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were previously reported in the financial statements for the party acquired prior to the acquisition. Assets acquired and liabilities assumed are generally issued at their fair value on the acquisition date.

Goodwill is the excess acquisition cost, in a business combination, on the fair value of the net assets acquired and is recorded at its cost less any impairment losses. Negative goodwill is reported immediately following the acquisition, in the statement of operations.

c Translation of foreign currency

As a result of changes in the economic environment and that the operations of Grupo TMM are currently concentrated in Mexico, as of January 1, 2012, the Company has decided to change its operating currency and reporting from US dollars to Mexican pesos. As of January 1, 2012, the date of conversion of the financial statements, the exchange rate was $13.9476. The procedures for converting the operating currency were applied prospectively as of said date, as follows:

• All asset and liability lines for each statement of financial position for 2011 and 2010 were converted to the new operating currency using the exchange rate of $13.9476 and $12.3817 Mexican pesos per US dollar, respectively.

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• In the case of non-monetary lines, the resulting amounts converted on this date were considered as their corresponding historic costs.

• The revenue and costs on each consolidated statement of operations and comprehensive income were converted at the exchange rates for the transaction dates.

• All resulting exchange differences were reported in the comprehensive income as part of the “Conversion balance”.

• The translation effect in the year of the non-cash items originated in pesos (fixed assets, intangible assets and prepaid expenses) in the year is originated by the difference in its historical original value and the translation of such items at an exchange rate of 13.9476 pesos/dollar, when registering such items at its historical value in pesos.

d Valuation of foreign currency-

Monetary assets and liabilities denominated in foreign currency are translated into the operating currency at the current exchange rates. The difference between the exchange rate on the date of the transaction and the exchange rate on the settlement date, or if not settled the date of the statement of financial position, is included in the consolidated statements of operations as a foreign exchange gain/loss.

e Cash and cash equivalents—

Cash and cash equivalents includes the cash and banks and on-sight deposits, together with any other highly liquid and short-term investments that can easily be converted into cash and which are subject to insignificant risk of change in their value.

f Restricted cash—

Restricted cash represents the amount required to guarantee payments according to the obligations arising from the debt agreements on the acquisition of vessels and from the sale of receivables and trust certificates (See Notes 13 and 14).

g Accounts receivable—

Accounts receivable are carried at their original invoice amount less a provision made for estimated losses on these receivables. Losses or impairment on trade receivables are provided for when there is objective evidence that Grupo TMM will not be able to collect all amounts due to it in accordance with the original terms of the receivables.

If it is likely that the Company will not be able to recover all the amounts owed to it in accordance with the receivables contract, an impairment or loss on debt is recognized. The amount of the loss is the difference between the carrying amount of the asset and the present value of its future cash flows, and is included in the consolidated statement of operations for the year.

The losses and gains from disposing of assets are determined by the comparison of the resources received with the book value. The losses and gains are recognized in the consolidated statement of operations.

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h Materials and supplies—

Materials and supplies, consisting mainly of fuel and items for maintenance of property and equipment, are valued at the lower of the average cost and the net realizable value.

i Concession rights—

Concession rights correspond to payments made for the rights to operate the assets under concession, which are stated at cost and are amortized over the terms specified in the agreements.

j Properties, machinery, and equipment, net—

Property, machinery and equipment are stated at construction or acquisition cost. Acquisitions through capital leases or charter arrangements with an obligation to purchase are capitalized based on the present value of future minimum payments, recognizing the related liability. Depreciation of transportation equipment is computed using the straight-line method based on the useful lives of the assets net of the estimated residual value.

In December 2010, the Company adopted the revaluation model for one class of its assets (Properties) in accordance with IAS 16, recognizing a surplus from revaluation in the fixed assets; this surplus was calculated subtracting the book value from the appraisal value provided by independent appraisers. The increase in value from the revaluation was recognized directly in the stockholder equity as “Revaluation surplus”, this item is not susceptible to distribution until the Company releases the asset. For the years 2012 and 2011, a new valuation of these properties was deemed unnecessary, given the stable conditions of the property market in Mexico.

Recurring maintenance and repair expenditures are charged to operating expenses as incurred. The major repairs on transportation equipment are capitalized and amortized over the period in which benefits are expected to be received (two to three years for vessels).

k Prepaid expenses—

Prepaid expenses represent advance payments made for future services and are amortized in the period when these services are received.

l Income tax and corporate flat tax, prepaid or deferred—

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Currently enacted or substantively enacted tax rates are used in the determination of deferred income tax.

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Corporate Flat Tax or IETU is a tax that co-exists with Income Tax, therefore, the Company developed projections based on reasonable, reliable assumptions properly supported, which represent Management’s best estimate where it has identified that the expected trend is essentially that Income Tax will be incurred by Grupo TMM in future years. Accordingly, only deferred Income Tax has been recognized.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which the temporary differences can be utilized will be available (see Note 20).

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.

Changes to the assets and liabilities due to deferred taxes are recognized as a component of the fiscal benefit or expense in operations, except when these are associated with items that are recognized in other lines in the comprehensive income (such as the revaluation of land) or directly in the equity capital, in which case the deferred tax in question is reported in other lines in the comprehensive income or equity capital, respectively.

m Employee statutory profit sharing—

The employees’ statutory profit sharing is determined applying the rate of 10% on taxable income, adjusted as provided for by the Income Tax law. The employee profit sharing liability for the years 2012, 2011, and 2010, was $791, $857, and $630, respectively, among certain Grupo TMM subsidiaries.

n Loans—

Loans are recognized initially as the proceeds received, net of transaction costs incurred. Loans are subsequently stated at amortized cost using the effective yield method; any difference between proceeds (net of the minimum transaction costs) and the redemption value is recognized in the consolidated statement of operations over the period of the loans.

o Labor obligations—

Seniority premiums, to which employees are entitled after 15 years of service and after having retired at the age of 60, and retirement plan benefits obligations, are expensed in the years in which the services are rendered (see Note 22).

Other compensation based on length of service to which employees may be entitled in the case of retirement and also dismissals of personnel aged 55 and over , in accordance with the Federal Labor Law, are provided for based on an actuarial computation, in accordance with IAS 19 “Employee Benefits”.

F-21

As of January 1, 2012, Grupo TMM has decided to voluntarily cancel its accounting policy on the reserve for severance pay resulting from dismissals of personnel under 55 years of age, as this benefit has been withdrawn and as possible future restructuring costs will no longer involve the payment of these benefits on termination of employment. The effects of this change in policy were applied retrospectively. The retrospective effects for 2011 resulted in a charge to operations of $10,013, cancellation of a liability for $7,327, and a benefit to accrued earnings of $17,340; for 2010 they resulted in a charge to operations of $8,053, cancellation of a liability for $7,775, and a benefit to accrued earnings of $15,828.

p Revenue and cost recognition—

Revenues

Revenue comprises the fair value of the resources received or receivable for services provided, net of rebates and discounts.

Revenue from bareboat vessel leasing is recognized monthly according to the number of days elapsed and during the term of the corresponding contract. Revenue from voyages, when their duration is longer than two months, is recognized proportionally as a shipment moves from origin to destination.

Revenues associated with ground transportation services and other non-maritime transactions are recognized at the time the services are rendered.

Costs and expenses

The costs and expenses for ground transportation and also those related to other maritime operations are recognized when the services are rendered.

Interest income and expense are reported as accrued using the effective interest method.

q Impairment of intangible assets and long-lived assets—

The Company reviews the carrying value of intangible assets and long-lived assets annually and impairments are recognized whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds its recoverable amount, which is the higher of an asset’s net selling price and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable discounted cash flows. As of December 31, 2011 losses for impairment were determined for a vessel, and also the goodwill for a business as the recoverable values for the long-lived assets were lower than their book values. No impairment losses were recorded as of December 31, 2012.

r Leases—

Leases of property, machinery and equipment where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments.

F-22

Leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are charged to the statement of operations as they become due over the period of the lease.

s Non-controlling interest—

Represents the percentage of third party interest in the subsidiaries of Grupo TMM.

t Segments—

In identifying its operating segments, Management follows Grupo TMM’s service lines, which represent the main services provided by Grupo TMM.

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 under IFRS 8 are the same as those used in its 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 the Grupo TMM’s head office.

u Non-current assets held for sale and discontinued operations—

When Grupo TMM intends to sell a non-current asset or a group of assets (a group held for sale), and if the sale is highly probably within the next 12 months, the assets or group held for sale are classified as “held for sale” and are reported separately in the statement of financial position.

Assets classified as “held for sale” are measured at their book value immediately prior to the classification as held for sale, or at their fair value less their cost of sale, whichever is less. No asset classified as “held for sale” is subject to depreciation or amortization after being so classified.

v Use of estimates—

The preparation of the consolidated financial statements requires management to make estimates and assumptions that could affect the reported amounts for assets and liabilities at the statement of financial position date, as well as income or loss for the period. Actual results may differ from these estimates.

w Equity capital and reserves—

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common stock.

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Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of acquisition as part of the purchase consideration.

The translation balances include all current earnings and for previous periods.

The surplus from revaluation within the capital includes gains from the revaluation of properties, machinery, and equipment.

The conversion balance represents the effect from the change of currency from pesos to dollars in 1985 and the effect from the change of operating currency by certain Grupo TMM Subsidiaries prior to December 31, 2011.

x Trust certificates and obligations from the sale of receivables

The Company has entered into factoring agreements for the sale of present and future receivables. Proceeds are received when an agreement is made to issue trust certificates based on a pool of collections of receivables that generate certain encumbrances for the Company, which are in turn applied on a scheduled basis as payments of principal and interest. Collection is held by the designated trust and cash amounts exceeding scheduled payments are reimbursed to the Company (see Notes 13 and 14).

y Provisions, contingent liabilities, and contingent assets—

Provisions are recognized when the present obligations resulting as a result of a past event will probably lead to an outflow of Grupo TMM 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 amounts necessary for estimated outflows to settle the present obligation based on the most reliable evidence available at the date of the financial statements, including the risks and uncertainties associated with the present obligation. When there are several similar obligations, the likelihood that an outflow will be required in settlement is determined considering the class of obligations as a whole. Provisions are discounted at their present value, where the time value of money is material.

Any reimbursement that Grupo TMM can be virtually certain to collect from a third party regarding an obligation is recognized as a separate asset. However, this asset may not exceed the amount for the related provision.

All provisions are reviewed on the issue of the financial statements and adjusted to reflect the current best estimate.

F-24

When the possible disbursement for present obligations is remote or improbable, this is not recognized as a liability, unless it was assumed in the course of a business combination.

Possible inflows of economic benefits to Grupo TMM that do not yet meet the recognition criteria of an asset are considered contingent assets.

4 Going concern:

The accompanying consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, which consider the continuation of the Company as a going concern. The Company has sustained net losses in 2012 and 2010, principally as a result of its comprehensive financing cost. This condition, along with our substantial indebtedness raise substantial doubt our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as an ongoing concern.

On January 30, 2012, Grupo TMM acquired a shipyard at the Port of Tampico, representing an investment of $54,301. This shipyard is for ship repairs and has two floating docks with a capacity of 3000 metric tons. In the long term, the Company expects to have the capacity to be able to build vessels at this facility and such an operation is estimated to generate EBITDA of approximately $27,300 per year and a margin of 32% its first year of operation.

In addition, the Company estimates it will have thirty dry docks per year, 37% of which will be of its own fleet, resulting savings in vessel repair and maintenance costs.

The maritime business has improved in its performance in recent years, becoming more efficient with the same level of income, consolidating as the most profitable business for Grupo TMM.

In addition, Management continues to work on the implementation of the five year growth plan, which includes the following projects:

Short term—

Company management has plans to disincorporate certain businesses where results have not been as expected. When these actions have been completed, the Company’s operating balance is expected to improve so as to focus on profitable businesses.

Medium term—

The Company plans to develop a container terminal and a liquids terminal the port of Tuxpan, Veracruz. The container terminal will offer service to the growing demand in the Gulf of Mexico, taking advantage of the growth of the Mexican market. The objective of the liquids terminal will be to manage both current imports and also the expected increase in the importation of gasoline and diesel, through the construction of a pipeline and a mooring position. This terminal will start operations mid-2015, contributing a significant portion of its expected revenue.

Increase the Grupo TMM’s fleet of supplier ships with specialized vessels, to face the growing demand for deep water exploration in Mexico.

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According to the Business Plan, between 2013 and 2015, Grupo TMM will invest in the acquisition of fourteen vessels, significantly improving its revenue. The plan considers the following program:

During 2013, nine ships are expected to be added under a bareboat rental scheme; in 2014, these same vessels are acquired under a seven year financial leasing plan at a per annum cost of 12%, plus a further two ships are added in June and September 2014 under a bareboat rental scheme, with the option to buy in the 7th year; in 2015, three ships are added that are replaced with sale.

5 Taxes receivable:

Taxes receivable as of December 31, 2012 and 2011 are summarized as follows:

	2012		2011
Income Tax (ISR)	$	68,096	$	33,223
Asset Tax		3,483		2,176
Corporate Flat Tax		3,648		2,873
	$	75,227	$	38,272

6 Other accounts receivable:

Other accounts receivable as of December 31, 2012 and 2011 are summarized as follows:

	2012		2011
Services for port, maritime, and other operations	$	95,716	$	105,179
Insurance claims		35,776		21,898
Employees		41,193		34,534
Other		47,802		44,981
	$	220,487	$	206,592

7 Other current assets:

Other current assets as of December 31, 2012 and 2011 are summarized as follows:

	2012		2011
Prepaid expenses	$	3,377	$	6,472
Fleet insurance		7,993		7,769
Prepaid insurance premiums		1,536		2,859
	$	12,906	$	17,100

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8 Concession rights:

The Company holds concessions to operate the cruise and vehicle terminal in the Port of Acapulco and the tugboat services in the Port of Manzanillo. The Manzanillo concession was renewed in January 2007 for an additional eight years. Under these concession agreements, the Company has the obligation to keep in good condition the facilities included in the concessions. At the end of the terms of the concession agreements, the concessions’ assets will revert to the Government.

Therefore the concession rights and the partial rights concessions provide for rights in favor of the Federal Government (see Note 24a).

The Company has met compliance with its obligation to maintain the concessioner’s facilities in good condition.

The concession rights as of December 31, 2012 and 2011 are summarized as follows:

	2012			2011			Years left to amortize
Administración Portuaria Integral de Acapulco (1)	$	94,607		$	94,607			10
Transportación Marítima Mexicana (2)		30,266			30,266			—
		124,873			124,873
Accumulated amortization		(92,706	)		(88,930	)
Concession rights—net	$	32,167		$	35,943

The amortization of the concession rights was $3,776 for the years ended December 31, 2012 and 2011.

(1) Concession expires June 2021.

(2) Concession expires January 2015. In January 2007, the total value of this concession has been fully amortized.

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9 Property, machinery, and equipment, net:

Property, machinery, and equipment as of December 31, 2012 and 2011 are summarized as follows:

	2012
	Net balances at year start		Additions		Disposals		Transfers and others			Depreciation / impairment		Net balances at year end		Estimate useful life (years)
Vessels	$	7,634,540	$	13,208	$	2,751	$	181,672		$	475,949	$	7,350,720	25
Shipyard		—		—		—		59,503	(1)		1,524		57,979	40
Dry-docks:
Major vessel repairs		83,267		93,612		—		(12,663	)		56,456		107,760	2.5
Building and facilities (2)		248,323		—		—		(7,419	)(5)		10,130		230,774	20 & 25
Warehousing equipment		8,326		390		—		(584	)		2,379		5,753	10
Computer equipment		4,603		740		—		13			3,920		1,436	3 & 4
Terminal equipment		8,773		534		—		92			1,473		7,926	10
Ground transportation equipment		263,748		11,766		40,793		13,192			35,429		212,484	4.5 & 10
Other equipment		13,657		178		—		349			2,195		11,989
		8,265,237		120,428		43,544		234,155			589,455		7,986,821
Lands		1,376,460		—		—		25,091	(3)		—		1,401,551
Constructions in progress		371,006		230,775		—		(273,500	)		—		328,281
	$	10,012,703	$	351,203	$	43,544	$	(14,254	)	$	589,455	$	9,716,653

	2011
	Net balances at year start		Additions		Disposals		Transfers and others			Depreciation / impairment			Net balances at year end		Estimate useful life (years)
Vessels	$	7,138,892	$	2,636	$	—	$	961,623		$	468,611	(4)	$	7,634,540	25
Dry-docks:
Major vessel repairs		71,950		68,608		—		9,016			66,307			83,267	2.5
Buildings and facilities		196,807		725		725		64,292			12,776			248,323	20 & 25
Warehousing equipment		11,317		—		—		594			3,585			8,326	10
Computer equipment		7,429		823		—		968			4,617			4,603	3 & 4
Terminal equipment		9,137		614		—		2,397			3,375			8,773	10
Ground transportation equipment		329,824		711		28,230		9,981			48,538			263,748	4.5 & 10
Other equipment		13,484		363		167		2,780			2,803			13,657
		7,778,840		74,480		29,122		1,051,651			610,612			8,265,237
Land		1,323,183		—		4,352		57,629			—			1,376,460
Constructions in progress		328,400		139,978		—		(97,372	)		—			371,006
	$	9,430,423	$	214,458	$	33,474	$	1,011,908		$	610,612		$	10,012,703

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The accumulated depreciation on property, machinery, and equipment as of December 31, 2012 and 2011 is $3,209,000 and $2,666,004, respectively.

(1) On January 30, 2012, Grupo TMM acquired a shipyard at the Port of Tampico, representing an investment of $54,301. This shipyard is for ship repairs and has two floating docks with a capacity of 3000 metric tons.

(2) In 2010 the Company adopted the revaluation method for one class of its assets (properties) in accordance with IAS 16, recognizing a Revaluation Surplus in the fixed assets as follows: Land for $1,154,036, Buildings and facilities for $58,500, and Constructions in progress for $(2,800), giving a total of $1,209,746 (see Note 3j).

(3) Includes the addition of the Inmobiliaria dos Naciones, S.A. de C.V. land for $65,358 and the reversion of the property revaluation surplus of $40,882.

(4) In 2011, the Company determined impairment of $11,200 for the Vessel Tula.

(5) includes reversion of revaluation surplus for $3,652.

As of December 31, 2012, 24 offshore vessels, 5 tanker vessels, and 5 tugboats are securing the issue of Trust Certificates. In addition, there are 10 properties, including the “La Moderna” property securing the Bancomext loan. Also, 39 tractor-trailers are securing the financing received from DC Automotriz Servicios.

10 Prepaid expenses and others:

Prepaid expenses as of December 31, 2012 and 2011 are summarized as follows:

	2012		2011
Prepaid expenses	$	57,163	$	62,373
Other share investments, net (1)		26,934		31,899
Security deposits		8,636		9,205
	$	92,733	$	103,477

(1) Corresponds to investments in Companies where the Company does not have significant influence or voting rights.

11 Intangible assets:

Intangible assets as of December 31, 2012 and 2011 are summarized as follows:

	2012
	Net balances at year start		Additions		Disposals		Transfers and others			Amortization / impairment		Net balances at year end		Estimated useful life
Software	$	4,673	$	7,342	$	—	$	234		$	5,510	$	6,739		3 & 5
Trademarks (1)		125,528		—		—		—			—		125,528
Non-competition rights (2)		28,732		—		—		(5,910	)		22,822		—		5
	$	158,933	$	7,342	$	—	$	(5,676	)	$	28,332	$	132,267

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	2011
Software	$	1,250	$	3,180	$	—	$	4,539	$	4,296	$	4,673	3 & 5
Goodwill (ADEMSA) (3)		129,082		—		—		16,322		145,404		—
Trademarks (1)		111,434		—		—		14,094		—		125,528
Non-competition rights (2)		51,012		—		—		6,452		28,732		28,732	5
	$	292,778	$	3,180	$	—	$	41,407	$	178,432	$	158,933

(1) On December 31, 2004, Grupo TMM acquired the Marmex trademark rights from its then partner Seacor Marine International, LLC, for the amount of $125,528, which was recorded on this date, deducting the non-controlling interest amount. Grupo TMM acquired said non-controlling interest and therefore the trademark rights are now classified in intangible assets.

(2) A stockholder with significant influence in the business decision making of Grupo TMM decided to sell her interest. In view that this individual also had knowledge of business plans, market condition, as well as relationships with customers and vendors of Grupo TMM, the Board of Directors approved the Company on November 20, 2007, to enter into a non competition agreement for a 5 year period with this individual; this agreement provides for a penalty of US$14.3 million (approximately $185,700) in the event of non-compliance.

(3) The goodwill arises from the purchase of Almacenadora de Depósito Moderno, S.A. de C.V., (“ADEMSA”). The value of the intangible asset for customer relations could not be reasonably estimated, therefore it is included in the value for this goodwill. It was decided to cancel the goodwill following the annual impairment trial balance performed in 2011 (see Note 24b IV).

The “ADEMSA” goodwill, the non-competition rights, and the Marmex trademark are subject to an annual impairment assessment in accordance with IAS 36.

The primary premises considered for the valuation of the trademark are: 5 year projections for business division, macroeconomic premises and for the maritime sector, historic operating balances (2008 - 2012), and monthly statistical reports on freight, vessels, and passengers provided by the Department of Transport and Communications (SCT).

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12 Financing:

The total debt as of December 31, 2012 and 2011 is summarized as follows:

	2012			2011
Short term debt:
DVB Bank América (1)	$	34,605		$	39,402
DEG-Deutsche Investition (3)		66,239			23,711
DC Automotriz Servicios (2)		21,123			18,202
Autofin México (6)		20,452			16,137
Investors (9)		12,988			—
Pure Leasing (4)		7,171			8,536
Finox (10)		6,000			—
Interbanco (11)		3,950			—
INPIASA (8)		2,397			2,413
Value Arrendadora (13)		281			—
Logra Financiamientos (7)		—			6,737
Interest payable		157,711			126,882
Transaction costs		(322	)		(2,261	)
	$	332,595		$	239,759
	2012			2011
Long term debt:
Trust Certificates
(CBF) (See note 14)	$	9,691,707		$	9,427,642
DVB Bank América (1)		309,812			343,432
Bancomext, S.N.C. (5)		294,580			203,747
DC Automotriz Servicios (2)		59,159			77,814
Investors (9)		56,802			71,426
Autofin México (6)		44,206			60,282
DEG-Deutsche Investition (3)		—			47,422
INPIASA (8)		13,202			14,268
Finox (10)		9,000			—
Banbajio (12)		8,539			—
Pure Leasing (4)		3,054			9,791
Value Arrendadora (13)		1,128			—
	$	10,491,189		$	10,255,824

(1) In 2007, Grupo TMM entered into two lines of credit in US dollars with DVB Bank to acquire two chemical vessels (Maya and Olmeca). The first, with a loan facility for US$25.0 million (approximately $348,690), with an average interest rate of 7.42%, the senior note with a fixed rate of 6.88%, and the junior note with a fix rate of 11.365%. The second vessel loan facility for the amount of US$27.5 million (approximately $383,559), with an average interest rate of 7.78%, the senior note with a fixed rate of 7.21%, and the junior note with a fixed interest rate of 11.7025%.

Both loans are payable in monthly installments of principal and interest, maturing May 25, 2017, and June 19, 2017, respectively. Both facilities were contracted through the subsidiary TMM Parcel Tankers.

The Company began negotiations with the bank early in 2010 to improve the amortization profile for these loans, and also to reduce the effective rate. On March 30, 2011, the restructuring with DVB Bank was finalized with the signing of two new loans, which were opened April 4, 2011. The

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first is a “bridge” loan for US$3.5 million (approximately $48,817) with draws during the first twenty-four months, and monthly payments on principal starting month twenty-five, quarterly payments of interest at and AIR rate (bank available funds interbank rate) plus four hundred basis points, maturing June 2017.

This line of credit will reduce payment on the senior notes by US$150,000 (approximately $2,092) during the first eighteen months, and US$133,000 (approximately $1,855) during the following six months.

The second is a loan for US$4.0 million (approximately $55,790) that was used, together with Company cash, to prepay all the junior notes mentioned previous; this is a single draw loan with payment on principal due June 2017 and quarterly interest payments at an AIR rate (bank available funds interbank rate) plus four hundred basis points.

(2) This loan is comprised of different contracts made with DC Automotriz Servicios as follows:

a. On July 19, 2007, the Company entered into a loan facility in Mexican pesos as part of the Forced Assignment of Rights Agreement entered into with DC Automotriz Servicios S. de R.L. de C.V. (now Daimler Financial Services México, S. de R.L. de C.V. “Daimler”) for the acquisition of automotive transportation assets for $123,700 at a variable rate of the 91-day TIIE rate plus 200 basis points, through its subsidiary Lacto Comercial Organizada, S.A. de C.V. (“Lacorsa”). Payment of which is made through 84 consecutive monthly payments on the principal plus interest on outstanding balances, commencing January 2008 and maturing in December 2014.

A debt recognition and restructure agreement was signed on this loan on December 1, 2010, for $96,700 at a variable rate of the 28-day TIIE plus 3.5 percentage points, through Lacorsa. Payment for which is made on 72 consecutive monthly payments on the principal plus interest on outstanding balances starting January 1, 2011 and maturing in December 2016.

b. On June 4, 2008, the Company entered in a loan facility in Mexican pesos with “Daimler” for the acquisition of 31 transportation units for $19,800 at a fixed rate of 12.85%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus interest on outstanding balances, maturing in June 2013.

On September 26, 2008, the Company entered into a loan facility in Mexican pesos with “Daimler” for the acquisition of 8 transportation units for $5,200 at a fixed rate of 13.56%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus interest on outstanding balances, maturing in September 2013.

In June 2010, the both loans were restructured into a single loan for $21,700 at a fixed rate of 14.8%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus interest on outstanding balances, maturing in May 2015.

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(3) On January 11, 2008, Grupo TMM entered into a loan facility listed in US dollars to refinance the purchase of “ADEMSA” for US$8.5 million (approximately $110,400), at a fixed rate of 8.01%, payment on which is to be made in 14 consecutive semiannual payments on principal plus interest on outstanding balances, with a two year grace period on the principal and maturing in July 2014.

The last two capital maturities have not been paid on this loan, consequently the total of the debt has been reclassified in the short term. Company Management has been renegotiating this debt with the bank since the beginning of the year.

(4) In September 2009, the Company secured with Pure Leasing, S.A. de C.V. through its subsidiary TMM Logistics, S.A. de C.V., a line of credit in Mexican pesos for working capital and/or current accounts for $26,200 at a fixed rate of 14.25% with monthly payments on principal and interest on outstanding balances, maturing in September 2014.

(5) In June 2009, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de C.V., a mortgage secured simple line of credit in US dollars for working capital for US$25.0 million (approximately $326,100) at a variable rate, maturing in June 2015, monthly interest payments on outstanding balances and principal at maturity, drawing both US dollars and Mexican pesos with the possibility of making prepayments on principal without penalty.

In July 2009, a first draw was made on the line of credit for US $6.9 million (approximately $90,000) at a variable rate of the 30-day Libor plus 600 basis points, with monthly interest payments. On July 30, 2010, the principal balance was prepaid in full on this draw and interest.

In November 2009, a second draw was made on the line of credit for $132,900 at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of April 30, 2012, the principal on this draw and its interest has been prepaid in full.

In December 2009, a third draw was made on the line of credit for $11,900 at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. On June 29, 2012, prepayment of the principal on this draw and its interest was completed in full.

In November 2010, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de C.V., a new line of credit in US dollars for working capital for US$15.0 million (approximately $194,800), at a variable rate, maturing in June 2015, with monthly interest payments on outstanding balances and principal on maturity, with the possibility of making prepayments without penalty. The balance on both lines of credit, together, cannot exceed US $25.0 million, or the equivalent in Mexican pesos.

In November 2010, a first draw was made on the new line of credit for $115,000 at a variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.0475% with an outstanding balance of $76,200.

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In October 2011, a second draw was made on the new line of credit for $65,700 at a variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.0975% with an outstanding balance of $65,700.

In August 2012, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de C.V., a new line of credit in US dollars for working capital and/or current account for US$15.0 million (approximately $194,800), at a variable rate, maturing in June 2015, with monthly interest payments on outstanding balances and principal on maturity, with the possibility of making prepayments without penalty. The balance on the three lines of credit, together, cannot exceed US $25.0 million, or the equivalent in Mexican pesos.

In August 2012, a first draw was made on the third line of credit for $161,600 at a variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.0975% with an outstanding balance of $161,600.

(6) In July 2010, the Company secured with Banco Autofin México S.A. Institución de Banca Múltiple (“BAM”), through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V., a line of credit in Mexican pesos for working capital and treasury obligations for $100,000, at a variable rate of the 28-day TIIE plus 4.5 points, secured with fixed assets and the assignment of collection rights on contracts with some clients; payment for which would made on 24 consecutive monthly payments on the principal plus interest on outstanding balances, starting July 2010 and maturing in June 2012. On September 30, 2011, using the same line of credit, the balance on the principal for this draw and interest was prepaid in full.

In September 2011 and to strengthen the agricultural activities of “ADEMSA” (See Note 24b IV), the Company decided to take advantage of the line of credit held by Proserpec Servicios Administrativos, S.A.P.I. de C.V. with BAM, to secure a loan for $42,900. This amount will be recognized as a capital contribution in the company Comercializadora de Valle Hermoso, S.A. de C.V. (“COVAHESA”).

Therefore, considering the prepayment and this new draw on the line of credit, on September 30, 2011 the loans were combined into one for $80,400 at a variable rate of the 28-day TIIE plus 500 basis points, with monthly payments on principal and interest, and maturing September 2016. The effective rate on this draw on the line of credit as of December 31, 2012 was 9.3462% with an outstanding balance of $60,300.

In September 2012, the Company secured with BAM, through its subsidiary Servicios Directivos Sedise, S.A.P.I. de C.V., an additional line of credit in Mexican pesos for working capital for $4,400, at a variable rate of the 28-day TIIE plus 500 basis points, maturing in March 2013, with monthly interest payments on outstanding balances and principal on maturity, with the possibility of making prepayments without penalty. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.8400% with an outstanding balance of $4,400.

F-34

(7) In November 2011, the Company decided to secure a line of credit to strength the agricultural activities of “ADEMSA” (See Note 24b IV), through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with Logra Financiamientos, S.A. de C.V. SOFOM ENR (“LOGRA”), for $10,600. This amount will also be recognized as a capital contribution in “COVAHESA”. The loan accrues interest at a variable rate of the 28-day TIIE plus 600 basis points, with monthly interest payments, four capital payments, and maturing December 2012. On December 27, 2012, payment of the principal on this draw and its interest was completed in full.

(8) In November 2011, the Company decided to enter into two loan facilities to strengthen the agricultural activities of “ADEMSA” (See Note 24b IV), through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with INPIASA, S.A. de C.V. (“INPIASA”). The first for $15,700 at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments on principal and interest, and maturing August 2021; the second for $4,200 at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments on principal and interest, and maturing October 2016. The total amount for both loans will also be recognized as a capital contribution in “COVAHESA”. The effective rate for both loans as of December 31, 2012 was 9.3450%, with a total outstanding balance of $16,800.

(9) In January 2011, the Company decided to enter into two loan facilities to improve the Company’s amortization profile and to facilitate the cancellation process for the Obligations from the Sale of Receivables Program (See Note 13), through its subsidiary Transportación Marítima Mexicana, S.A. de C.V. with two private investors (“Investors”), who held “B” certificates, which were also cancelled under the aforementioned restructuring of the Program. Each loan for US$3.0 million (approximately $39,000) at a fixed rate of 11.2500%, with semiannual payments on principal and interest, with a two year grace period on the principal, and maturing January 2016. The total outstanding balance as of December 31, 2012 was US$6.0 million (approximately $77,900).

(10) In June 2012 and to continue to strengthen “ADEMSA’s” agricultural activities, the Company decided to secure a line of credit through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V., with Corporación Financiera de Occidente, S.A. de C.V. SOFOL IBM (“FINOX”), for $18,000. This amount will also be recognized as a capital contribution in COVAHESA. The loan accrues interest at a variable rate of the 28-day TIIE plus 600 basis points, with 36 payments of principal and monthly interest, and maturing June 2015. As of December 31, 2012, the effective rate on this line of credit was 10.8550% with an outstanding balance of $15,000.

(11) In March 2012, the Company contracted with Inter Banco, S.A., through its subsidiary Transportación Marítima Mexicana, S.A. de C.V., a mortgage secured simple line of credit in Mexican pesos for working capital for $15,000 at a variable rate, maturing March 2013, with monthly payments of principal and interest on outstanding balances, with the possibility of making prepayments on the principal without penalty.

In March 2012, a first draw was made on the line of credit for $11,000 at a variable rate of the 28-day TIIE plus 475 basis points. In April 2012, a second draw was made on the line of credit for $4,000 at a variable rate of the 28-day TIIE plus 475 basis points. As of December 31, 2012, the effective rate for this draw on the line of credit was 9.5962% with an outstanding balance of $2,600.

F-35

(12) In December 2012 and to continue to strengthen “ADEMSA’s” agricultural activities, the Company decided to contract a line of credit, through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V., with Banco del Bajío, S.A. (“BANBAJIO”), for $8,500. This amount will also be recognized as a capital contribution in COVAHESA. The loan accrues interest at a variable rate of the 28-day TIIE plus 250 basis points, with 84 payments of principal and monthly interest, with a grace period of the first 12 months on the payment of principal, and maturing November 2019. As of December 31, 2012, the effective rate on this line of credit was 7.3422% with an outstanding balance of $8,500.

(13) In December 2012, the Company secured with Value Arrendadora, S.A. de C.V. SOFOM ENR, a line of credit in Mexican pesos for the acquisition of transportation equipment through financial leasing, for $1,400 at a fixed rate of 14.23% with monthly payments of principal and interest on outstanding balances and maturing December 2016.

Covenants-

The agreements related to the abovementioned loans contain certain covenants including the observance of certain financial ratios, restrictions on dividend payments, and sales of assets, among others. Grupo TMM and its subsidiaries were in compliance with these covenants and restrictions as of December 31, 2012 and 2011.

The interest expense on bank loans was $72,900, $70,900 and $93,400 for the years ended December 31, 2012, 2011 and 2010, respectively.

Maturity of long-term bank loans as of December 31, 2012 and 2011 is as follows (carrying value amounts):

	2012		2011
Maturity	Loans - net		Loans - net
2013			$	153,382
2014	$	107,243		130,815
2015		403,184		274,851
2016		80,364		54,744
2017		200,221		214,389
2018 and thereafter		9,700,177		9,427,643
	$	10,491,189	$	10,255,824

F-36

A summary of the estimated fair values of the Company’s debt as of December 31, 2012 and 2011 is shown following:

	2012					2011
	Carrying value			Fair value		Carrying value			Fair value
Short term debt:
Fixed interest rate	$	117,930		$	117,930	$	75,597		$	75,597
Variable interest rate		57,276			57,276		39,541			39,541
Transaction costs		(322	)		—		(2,261	)		—
Interest payable		157,711			—		126,882			—
	$	332,595		$	175,206	$	239,759		$	115,138
Long term debt:
Fixed interest rate	$	10,916,930		$	10,916,930	$	10,825,207		$	10,825,207
Variable interest rate		515,747			515,747		429,684			429,684
Transaction costs		(1,089,599	)		—		(1,173,691	)		—
Interest payable		148,111			—		174,624			—
	$	10,491,189		$	11,432,677	$	10,255,824		$	11,254,891

13 Obligations from the sale of receivables:

Under its factoring program, the Company and certain of its subsidiaries sold present and future accounts receivable to an independent trust, which in turn issued certificates to investors (“Certificates”). For accounting purposes, the factoring represented the total amount in US dollars for future services provided to customers according to the factoring.

On September 25, 2006, the Company finalized a Factoring program for US $200 million (approximately $2,789,500) with Deutsche Bank (the “Program”). As of December 31, 2010, the outstanding balance under this Program was US $17.2 million, exclusive of US$6.3 million for the transaction cost and US$0.9 million in interest payable, bearing a fixed interest rate of 12.47% per annum.

This Program contemplated restricted cash to secure any potential payment obligation arising from default. The reserved cash balance as of December 31, 2010 was US$0.7 million.

To improve the amortization profile and the Company’s financial expenses, negotiations were opened with Deutsche Bank in mid-2010 to repurchase early the certificates the bank holds. In April 2011, the Company finalized the early repurchase of all the certificates held by Deutsche Bank for a total of US$9.1 million. This amount represents the total value of the certificates at a price of US$0.91, plus the interest earned an unpaid on the date of the repurchase.

F-37

The obligations from the sale of receivables as of December 31, 2011 had performed as follows:

	2011
2006 Series	$	2,789,520
Cumulative payments made		(2,782,016	)
Remission of debt		(7,504	)
Obligations from the sale of receivables, long term	$	—

14 Trust certificates program:

First, Second and Third tranche—

On July 19, 2007, the Company released its First Tranche for $3,000,000, on April 30, 2008, a Second Tranche was issued for $1,550,000, and on July 1, 2008, a Third Tranche was released for $4,390,000 in Trust Certificates under the Trust Certificate Program for up to $9,000,000 (“the Program”) established by the Company. The Trust Certificates originally had a 20 year term and an AA (mex) initial credit rating issued by Fitch de Mexico, S.A. de C.V. In November 2009, after reviewing the performance of the Tranches and also the adverse market conditions and the delay on adding all the vessels to the Program, HR Ratings de México, S.A. de C.V. gave the First Tranche a rating of HR AA–, the Second Tranche a rating of HR A+, and the Third Tranche a rating of HR A—with stable outlook for the three Tranches. On subsequent review, in May 2010 HR Ratings de México, S.A. de C.V. confirmed its rating HR AA for the First Tranche with stable outlook, for the Second Tranche HR A+, and for the Third Tranche HR A—with positive outlook for the latter two Tranches.

The proceeds from these Tranches were used for the prepayment of various bank loans including capital, interest, and prepayment expenses, the creation of reserves for the acquisition of vessels, and also payment of expenses and commissions associated with the Tranches, and the creation of cash reserves.

Interest on the Tranches was payable semiannually, having contracted a hedging derivative financial instrument (interest rate CAP) which allowed for the trust’s maximum payable rate to be 11.50% per annum during the first 4 years of the First Tranche’s maturity and 3 years on the Second and Third Tranches.

The Tranches represented the total amount for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate Program. The Tranches observed a cash restriction in order to secure certain operating obligations and potential payment obligations in the event of default.

Fourth consolidated tranche—

On July 29, 2010, a Fourth Tranche was released for $10,500,000. This Fourth Tranche consolidates the three previous tranches into one. The Trust Certificates corresponding to the Fourth Tranche bear a term of 20 years and have an initial credit rating of HR AA with stable outlook given by HR Ratings de México, S.A. de C.V. on July 23, 2010. On September 19, 2011, following the first annual performance review of this Fourth Tranche, HR Ratings de México, S.A. de C.V. confirmed its rating of HR AA with stable outlook. On December 20, 2012, following the second annual review of the performance of this Fourth Tranche, HR Ratings de México, S.A. de C.V. confirmed its rating of HR AA with stable outlook.

F-38

The proceeds from this Fourth tranche were used to repurchase the three previous tranches in full, the early prepayment of various bank loans, payment of expenses and commissions related to the Fourth Tranche, and the creation of cash reserves.

Interest on this Fourth Tranche is payable semiannually on February 15 and August 15 of each year, commencing February 15, 2011, having already contracted a hedging derivative financial instrument (interest rate CAP) which allows for the Trust’s maximum payable rate to be 10.80% per annum during the first 4 years of this Fourth Tranche’s maturity.

The Fourth Tranche represents the total amount in US dollars for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate program. This Fourth Tranche, as with the previous, observes a cash restriction in order to secure certain operating obligations and potential payment obligations in the event of default. The restricted cash balance as of December 31, 2012 and 2011 is $592,345 and $568,072, respectively.

The outstanding balance under this Fourth Tranche as of December 31, 2012 was $10,600,100 at an interest rate of 7.29% per annum.

The interest expense for the trust certificates was $774,900, $775,900 and 793,600 for the years ended December 31, 2012, 2011 and 2010, respectively.

The Trust Certificates as of December 31, 2012 and 2011 are summarized as follows:

	2012			2011
Fourth Tranche, consolidated	$	10,500,000		$	10,500,000
Capitalization of interest		229,022			—
Payments made (1)		(128,866	)		(113,466	)
Interest payable		148,111			174,624
Transaction costs		(1,056,560	)		(1,133,516	)
Trust Certificates, long term	$	9,691,707		$	9,427,642

(1) Capital payments made during 2012 amounted to $15,400.

F-39

15 Balances and transactions with related parties:

The accounts payable and transactions with related parties as of December 31, 2012 and 2011 are summarized as follows:

	2012		2011
SSA México, S.A. de C.V.	$	18,061	$	12,218

SSA México, S.A. de C.V., is a Company with which Grupo TMM and Administración Portuaria Integral de Acapulco, S.A. de C.V. conduct leasing operations, consulting, and interests.

The most relevant transactions with related parties as of December 31, 2012, 2011, and 2010, are summarized as follows:

	2012		2011		2010
Income:
Management fees (1)	$	—	$	—	$	9,225
Leases (2)		788		939		953
Interests (3)		—		2,444		3,640
Expenses:
Management expenses (4)	$	—	$	—	$	20,156
Other expenses (5)		132		2,566		3,815
Fees (6)		—		—		1,328

(1) Includes management consulting fees billed by Servicios Corporativos TMM, S.A. de C.V. (merged with TMM Agencias, S.A. de C.V.) and Servicios Directivos Sedise, S.AP.I. de C.V. provided to Seglo, S.A. de C.V., for $180. In addition, Seglo Operaciones Logísticas, S.A. de C.V. provided services to Seglo, S.A. de C.V., for $9,045.

(2) Grupo TMM, S.A.B. leasing with SSA México, S.A. de C.V.

(3) Administración Portuaria Integral de Acapulco, S.A. de C.V. interests with SSA México, S.A. de C.V.

(4) Management consulting and trade commission between Seglo, S.A. and Seglo Operaciones Logísticas, S.A. de C.V., in addition to management consulting on recovery of Grupo TMM expenses from Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.

(5) Management consulting that SSA México, S.A. de C.V. billed to Administración Portuaria Integral de Acapulco, S.A. de C.V.

(6) Trade commission that Seglo, S.A. billed to Seglo Operaciones Logísticas, S.A. de C.V.

Operations involving executive personnel for the years ended December 31, 2012, 2011, and 2010, include the following expenses:

Short term employee benefits	2012		2011		2010
Salaries	$	64,548	$	60,645	$	67,465
Social security costs		1,955		1,824		1,287
	$	66,503	$	62,469	$	68,752

F-40

16 Accounts payable and accrued expenses:

Accounts payable and accrued expenses as of December 2012 and 2011 are analyzed as follows:

	2012		2011
Taxes payable (Note 24 v)	$	325,342	$	97,075
General expenses		451,138		438,192
Operating expenses		70,384		98,554
Salaries and wages		22,822		46,236
Purchased services		49,296		48,342
Other		12,125		10,454
	$	931,107	$	738,853

17 Stockholder equity:

Capital stock—

As of December 31, 2012 and 2011, the Company’s capital stock is comprised of 102,182,841 shares outstanding, registered, without par value, and with voting rights, which may be held by persons of companies of Mexican nationality or Mexican companies that include in their bylaws the exclusion of foreigners clause. Foreigners may acquire shares under the figure of American Depositary Shares.

In January 2011, the Company sold 188, 200 repurchased shares and in May 2010, the Company repurchased 29,800 shares.

On June 5, 2012, the Company registered Form 25 with the US Securities and Exchange Commission (SEC) to complete the delisting of its American Depositary Shares (ADSs) on the New York Stock Exchange, effective as of market closing on June 15, 2012. Following this date, the TMM’s ADSs are traded over-the-counter (OTC) under the listing code GTMAY. The underlying TMM common shares for the ADSs continue to be traded on the Mexican Stock Exchange under the listing code TMM A.

Dividends—

Dividends paid that are charged to previously taxed accumulated earnings are not subject to income tax. Dividends paid in excess of the net tax profit account (CUFIN) are taxed at 42.86% when paid. The tax is payable by the Company and may be credited against its income tax in the same year or the following two years.

The crediting under the terms of Article 11 of the Income Tax Law is also applicable against installment payments and not only against the tax assessed at year close (taxable income).

In the event of a capital reduction, any excess of stockholder equity over capital contributions will be treated as dividends, in accordance with the provisions of the Income Tax Law.

On April 29, 2011, the Ordinary General Stockholders’ Meeting decided to amend the resolution adopted April 24, 1997, to revoke the dividend decreed on that date, releasing the Company from the payment of same. As a result, the liability recorded for this item was cancelled.

F-41

Capital premium—

This premium was the result of an issuance of convertible obligations in 2002 that were settled the following year.

18 Other expenses, net:

Other expenses as of December 31, 2012, 2011, and 2010 are summarized as follows:

	2012			2011			2010
Goodwill impairment (Note 11 (3))	$	—		$	(129,555	)	$	—
Reserve for fiscal resolution cost (Note 24b V)		(100,000	)		—			—
Reserve for prepayment and arbitration expenses (Note 24b III)		(6,830	)		(83,611	)		(2,932	)
Cancellation of ferriage		—			(28,483	)		—
Amortization of non-competition rights (Note 11(2))		(22,822	)		(25,600	)		(26,032	)
Provision for consulting payments		—			(4,449	)		(3,905	)
Other—Net		(622	)		(3,157	)		417
Proceeds from the sale of subsidiaries		—			(2,560	)		(32,629	)
Gain on the purchase of Inmobiliaria Dos Naciones (see Note 1h and 4)		74,245			—			—
Dividends received from Comercializadora y Distribuidora Milgret		23,420			—			—
Cancellation provision for tax on dividends		—			54,494			—
Taxes recovered, net of expenses incurred		6,232			37,282			—
Proceeds from the sale of fixed assets		—			10,364			51
	$	(26,377	)	$	(175,275	)	$	(65,030	)

19 Gain (loss) on exchange, net:

The gain (loss) on exchange included in the consolidated statement of operations for the years ended December 31, 2012, 2011, and 2010 is due to the significant appreciation/depreciation of the Mexican peso against the US dollar, where a large portion of the debt is denominated in Mexican pesos, represented by the issuance of the trust certificates (see note 14).

F-42

An analysis of the exchange balance for the years 2012, 2011, and 2010 follows:

	2012			2011			2010
Cash and cash equivalents	$	(323	)	$	(4,250	)	$	1,112
Short term investments		(12,691	)		(68,375	)		55,805
Accounts receivable		(14,340	)		(18,927	)		13,193
Other accounts receivable		(4,517	)		(55,811	)		18,779
Prepaid expenses		(3,363	)		(3,393	)		4,916
Suppliers		18,802			10,141			(11,171	)
Accounts payable and accrued expenses		19,453			84,381			(41,967	)
Debt		37,981			1,212,457			(524,171	)
Assets and liabilities denominated in pesos		—			8,227			1,807
Gain (loss) on exchange, net	$	41,002		$	1,164,450		$	(481,697	)

20 Income tax, tax loss carryforwards, and corporate flat tax:

Income Tax-

The parent company has been authorized by the Mexican tax authorities to determine its consolidated taxable income jointly with its controlled companies.

Consolidated tax losses were incurred for the years ended December 31, 2012, 2011 and 2010 in the amount of $140,384, $346,487, and $527,165, respectively.

The difference between taxable and book income is due primarily to the gain or loss on inflation recognized for tax purposes, the difference between tax and book amortization and depreciation, as well as certain temporary differences reported in different periods for financial and tax purposes, and non-deductible expenses.

The provision for income tax recognized in the statement of operations for the years ended December 31, 2012, 2011, and 2010 is detailed following:

	2012			2011			2010
Income tax determined	$	(3,660	)	$	(8,028	)	$	(8,568	)
Corporate flat tax		(5,123	)		(33,032	)		(1,782	)
Tax on earnings	$	(8,783	)	$	(41,060	)	$	(10,350	)

F-43

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded by the Company as of December 31, 2012, 2011, and 2010 is as follows:

	2012			2011			2010
(Loss) income before taxes	$	(772,333	)	$	232,643		$	(994,964	)
Income tax		231,700			(69,793	)		298,489
(Decrease) increase from:
Difference in depreciation and amortization		43,843			(129,157	)		(151,859	)
Revaluation surplus		655			(1,007	)		370,403
Income recognized in advance		(249,947	)		(216,832	)		(225,040	)
Inventories		1,758			(5,853	)		(16,150	)
Inflationary and currency exchange effects on monetary assets and liabilities, net		(109,023	)		(139,012	)		(3,286	)
Effects related to the peso/dollar exchange in tax loss carryforwards, net		384,902			142,504			358,069
Provisions and allowance for doubtful accounts		61,794			8,676			(2,910	)
Sale of assets		4,437			(3,318	)		(5,889	)
Valuation allowance for tax losses		(351,897	)		387,881			(598,804	)
Non-taxable revenue		813			62			88
Sale of shares		35,798			(820	)		(11,019	)
Non-deductible expenses		(63,616	)		(14,391	)		(24,781	)
Other, net		—			—			2,339
Provision for income tax	$	(8,783	)	$	(41,060	)	$	(10,350	)

Under the terms of the Income Tax Law, from 2010 to 2012 the general rate was 30%.

The components of deferred tax assets and (liabilities) for the years ended December 31, 2012, 2011, and 2010 are comprised as follows:

	2012			2011			2010
Tax loss carryforwards	$	3,108,798		$	2,667,227		$	2,768,403
Valuation allowance for tax losses		(928,860	)		(576,956	)		(1,117,975	)
		2,179,938			2,090,271			1,650,428
Inventories and provisions—Net		232,784			145,446			97,326
Income recognized in advance		50,783			296,749			529,827
Concession rights and property, machinery, and equipment		(1,521,561	)		(1,589,845	)		(1,441,916	)
Total deferred tax assets	$	941,944		$	942,621		$	835,665

The Company has recognized a deferred tax asset related to its tax loss carryforwards as well as its subsidiaries and other items after evaluating the reversal of existing taxable temporary differences. To the extent that the balance of the deferred tax asset exceeds the existing temporary differences, Management has evaluated the recoverability of such amounts by estimating future taxable profits in the foreseeable future which extend from 2013 through 2022. The tax profits include estimates of profitability and macroeconomic assumptions which are based on Management’s best judgment (see Note 4).

Corporate flat tax—

The Corporate Flat Tax (impuesto Empresarial a Tasa Única (“IETU”)) for the period is calculated by applying a rate of 17.5% to the amount resulting from reducing the total revenues received from the activities to which this tax applies by the authorized deductions, provided the former are greater than the latter, and with the understanding that for such purposes both revenues and deductions are contemplated when these have been either collected or paid. The so-called IETU credits are reduced from the above income, as provided for in currently enacted legislation.

F-44

IETU credits are amounts that can be reduced from this tax, which include, among other things, greater deductions of revenues from previous years, credits for salaries, social security contributions, and deductions of some assets such as inventories and fixed assets during the transition period from the IETU entering into effect.

The IETU is a tax that co-exists with Income Tax (ISR), and it is subject to the following:

a If the IETU exceeds the Income Tax for the same period, the Company will pay IETU on the portion exceeding the income tax. Pursuant to the foregoing, the Company will reduce Income Tax paid in the same period from the IETU for the period.

b If the IETU is less than the Income Tax for the same period, the Company will not pay IETU for the period.

c If the IETU base is negative due to deductions that exceed taxable income, there will be no IETU due. In addition, the amount of that base multiplied by the IETU rate results in an IETU credit that can be offset against the IETU for subsequent periods.

During the year ended December 31, 2012, the holding Company determined deductions higher than the IETU income for $28,346.

During the year ended December 31, 2011, the holding Company determined an IETU base of $44,799 and a tax of $7,839, applying the credit from the higher deductions on past income to which the Company is entitled under the terms of Article 11 of the IETU Law.

During the year ended December 31, 2010, the holding Company determined an IETU base of $612 and a tax of $107, applying the credit from the higher deductions on past income to which the Company is entitled under the terms of Article 11 of the IETU Law.

F-45

Tax loss carryforwards—

As of December 31, 2012, the tax consolidating group headed by Grupo TMM, as parent company, had tax loss carryforwards, shown as follows, which may be restated by inflation, under Mexican legislation.

Year in which the loss was incurred	Inflation restated amounts to June 2012		Year of expiration
2005	$	52,181		2015
2006		674,549		2016
2007		138,089		2017
2009		762,331		2019
2010		566,700		2020
2011		359,736		2021
2012		143,430		2022
	$	2,697,016

21 Financial information by segment:

The Company operates in the following segments: specialized maritime transportation, land transportation and logistics, operation of ports and terminals, and related services. Specialized maritime transportation (“Maritime Transportation Division”) operations include the transportation of liquid petroleum and petrochemical products in bulk, materials and supplies for drilling platforms, as well as tugboat services. Land transportation and logistics (“Logistics Division”) includes dedicated truck services, warehousing, and logistics solutions. Port operations (“Ports and Terminal Division”) include terminal service and agency activities.

There have been no changes in the measuring methods used to calculate the earnings reported for each segment.

The information for each operating segment is as follows:

December 31, 2012	Specialized maritime division			Logistics division			Ports and terminals division			Elimination between segments and shared accounts			Total consolidated
Transportation revenues	$	2,188,809		$	992,207		$	101,193		$	52,536		$	3,334,745
Costs and expenses		(1,206,865	)		(960,999	)		(94,165	)		(225,238	)		(2,487,267	)
Depreciation and amortization		(539,041	)		(134,255	)		(10,811	)		(12,537	)		(696,644	)
Income (loss) from transportation	$	442,903		$	(103,047	)	$	3,783		$	(185,239	)	$	150,834
Costs, expenses, and revenues not allocated														(937,288	)
Net loss for the year attributable to Grupo TMM, S.A.B. stockholders													$	(786,454	)
Total assets by segment	$	12,728,408		$	679,732		$	1,679,835		$	—		$	15,087,975
Shared assets		—			—			—			(2,142,707	)		(2,142,707	)
Total assets	$	12,728,408		$	679,732		$	1,679,835		$	(2,142,707	)	$	12,945,268
Total liabilities by segment	$	10,979,340		$	1,434,726		$	692,338		$	—		$	13,106,404
Shared liabilities		—			—			—			(819,947	)		(819,947	)
Total liabilities	$	10,979,340		$	1,434,726		$	692,338		$	(819,947	)	$	12,286,457
Total capital expenditures by segment	$	307,135		$	10,874		$	18,671		$	—		$	336,680
Shared capital expenditures		—			—			—			14,523			14,523
Total capital expenditures	$	307,135		$	10,874		$	18,671		$	14,523		$	351,203

F-46

December 31, 2011	Specialized maritime division			Logistics division			Ports and terminals division			Elimination between segments and shared accounts			Total consolidated
Transportation revenues	$	2,133,395		$	1,041,072		$	123,701		$	46,702		$	3,344,870
Costs and expenses		(1,118,967	)		(1,027,535	)		(84,555	)		(233,161	)		(2,464,218	)
Depreciation and amortization		(495,539	)		(120,806	)		(11,359	)		(12,811	)		(640,515	)
Income (loss) from transportation	$	518,889		$	(107,269	)	$	27,787		$	(199,270	)	$	240,137
Costs, expenses, and revenues not allocated														(61,093	)
Net profit for the year attributable to Grupo TMM, S.A.B. stockholders														179,044
Total assets by segment	$	12,679,038		$	878,350		$	2,040,520		$	—		$	15,597,908
Shared assets		—			—			—			(2,318,900	)		(2,318,900	)
Total assets	$	12,679,038		$	878,350		$	2,040,520		$	(2,318,900	)	$	13,279,008
Total liabilities by segment	$	10,706,275		$	1,603,528		$	970,711		$	—		$	13,280,514
Shared liabilities		—			—			—			(1,520,920	)		(1,520,920	)
Total liabilities	$	10,706,275		$	1,603,528		$	970,711		$	(1,520,920	)	$	11,759,594
Total capital expenditures by segment	$	116,282		$	5,990		$	63,553		$	—		$	185,825
Shared capital expenditures		—			—			—			5,257			5,257
Total capital expenditures	$	116,282		$	5,990		$	63,553		$	5,257		$	191,082
December 31, 2010	Specialized maritime division			Logistics division			Ports and terminals division			Elimination between segments and shared accounts			Total consolidated
Transportation revenues	$	2,534,603		$	1,132,515		$	130,224		$	61,973		$	3,859,315
Costs and expenses		(1,265,987	)		(1,122,447	)		(71,070	)		(237,968	)		(2,697,472	)
Depreciation and amortization		(512,784	)		(188,797	)		(12,991	)		(10,716	)		(725,288	)
Income (loss) from transportation	$	755,832		$	(178,729	)	$	46,163		$	(186,711	)	$	436,555
Costs, expenses, and revenues not allocated														(1,462,683	)
Net earnings for the year attributable to Grupo TMM, SAB. stockholders													$	(1,026,128	)
Total assets by segment	$	10,633,503		$	1,525,586		$	1,403,033		$	—		$	13,562,122
Shared assets		—			—			—			(241,121	)		(241,121	)
Total assets	$	10,633,503		$	1,525,586		$	1,403,033		$	(241,121	)	$	13,321,001
Total liabilities by segment	$	10,954,251		$	1,716,500		$	451,585		$	—		$	13,122,336
Shared liabilities		—			—			—			(1,107,578	)		(1,107,578	)
Total liabilities	$	10,954,251		$	1,716,500		$	451,585		$	(1,107,578	)	$	12,014,758
Total capital expenditures by segment	$	185,499		$	69,605		$	31,390		$	—		$	286,494
Shared capital expenditures		—			—			—			119,444			119,444
Total capital expenditures	$	185,499		$	69,605		$	31,390		$	119,444		$	405,938

22 Employee benefits:

The seniority premiums, severance for personnel aged 55 or over, and the retirement plan benefits (“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.

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The amounts charged to the statement of operations for seniority premiums, pensions, and severances on termination of employment for personnel aged 55 or over, 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 with a net tax balance of $8,036 and $(29,084) in 2012 and 2011, respectively.

Severances prior to retirement for personnel aged 55 or over consider the immediate recognition of the costs of past services and actuarial losses and gains.

The details of the net cost for the period for pensions and seniority bonuses, and also the basic actuarial estimates for the calculation of these labor obligations as of December 31, 2012, 2011, and 2010 are summarized as follows:

	2012		2011			2010
Labor cost	$	7,180	$	6,481		$	6,067
Financial cost		4,439		11,909			12,181
Returns on plan assets		148		(953	)		(191	)
Net cost for the period	$	11,767	$	17,437		$	18,057

The details of the net cost for the period for severances for personnel aged 55 of over, and also the basic actuarial estimates for the calculation of this labor obligation are summarized as follows:

	2012		2011		2010
Labor cost	$	3,846	$	3,782	$	2,022
Financial cost		2,057		1,828		1,060
Net cost for the period	$	5,903	$	5,610	$	3,082

The reserve for pensions and seniority premiums as of December 31, 2012, 2011, and 2010 is comprised as follows:

	2012			2011			2010
Defined benefit obligations (“DBO”)	$	190,109		$	188,609		$	161,149
Plan assets		(1,176	)		(1,674	)		(11,901	)
Transition Assets pending Amortization		(484	)		—			—
Miscellaneous		—			—			(38	)
Reserve for pensions and seniority premiums	$	188,449		$	186,935		$	149,210

The DBO for pensions and seniority premiums as of December 31, 2012, 2011, and 2010 is comprised as follows:

	2012			2011			2010
DBO at year start	$	188,609		$	161,149		$	154,667
Labor cost		7,180			6,481			6,067
Financial cost		4,439			11,909			12,181
Benefits paid		(11,799	)		(11,326	)		(11,859	)
Miscellaneous		—			—			(1,684	)
Actuarial losses (gains)		1,680			20,396			1,777
DBO at year end	$	190,109		$	188,609		$	161,149

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The assets of the pension and seniority premium plan as of December 31, 2012, 2011, and 2010 are comprised as follows:

	2012			2011			2010
Value of the fund at year start	$	1,674		$	11,901		$	13,396
Expected return on plan assets		(498	)		(10,227	)		191
Benefits paid		—			—			(1,686	)
Value of the fund at year end	$	1,176		$	1,674		$	11,901

The reserve for severances is comprised as follows:

	2012			2011		2010
Defined benefit obligations	$	23,564		$	26,480	$	23,577
Transition assets pending amortization		(870	)		—		—
Reserve for severance	$	22,694		$	26,480	$	23,577

The reserve for severances for personnel aged 55 and over as of December 31, 2012, 2011, and 2010 is comprised as follows:

	2012			2011			2010
DBO at year start	$	26,480		$	23,577		$	12,891
Labor cost		3,846			3,782			2,022
Financial cost		2,057			1,828			1,060
Benefits paid		(107	)		(213	)		(130	)
Actuarial losses (gains)		(8,712	)		(2,494	)		7,734
DBO at year end	$	23,564		$	26,480		$	23,577

The changes in the pension plan, seniority premium, and severance plans as of December 31, 2012, 2011, and 2010 are summarized as follows:

	2012			2011			2010
Reserve for obligations at year start	$	213,415		$	172,787		$	149,529
Cost for the year		17,670			23,047			21,139
Miscellaneous		—			36			(2,030	)
Benefits paid charged to the reserve		(11,906	)		(11,539	)		(11,989	)
Provision for indemnities recognized in capital		(8,036	)		29,084			16,138
Reserve for obligations at year end	$	211,143		$	213,415		$	172,787

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The economic assumptions on discount rates, salary and long-term return increases used in the valuation of the projected benefit obligation, were 4% for 2012, 2011, and 2010.

As of December 31, 2012, 2011, and 2010, approximately 42% of the Company’s employees work under collective bargaining agreements that are subject to annual salary reviews and bi-annually, for other compensations. Grupo TMM has 3,162, 3,059, and 3,214 employees as of December 31, 2012, 2011, and 2010, respectively.

23 (Loss) earnings per share:

The (loss) earnings per share were calculated as of December 31, 2012, 2011, and 2010, based on the weighted average number of shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted (loss) earnings per share are the same:

	2012			2011		2010
(Loss) profit for the year	$	(781,116	)	$	191,583	$	(1,005,314	)
Weighted average number of shares outstanding, thousands per year		102,183			102,176		102,007
(Loss) earnings per share	$	(7.644	)	$	1.875	$	(9.855	)

24 Commitments and contingencies:

a) Commitments-

Concession fees—

Pursuant to the concessions under which it operates the ports and tugboat services, the Company has made monthly fixed and variable payments. Such payments totaled $9,907, $8,018, and $6,847 in 2012, 2011, and 2010, respectively.

Leases and charters—

The Company has used various bareboat and time-chartered vessels to supplement its fleet for short periods of less than one year. The related charter expenses were $135,450 in 2012, $186,683 in 2011, and $341,186 in 2010.

There are no minimum payments for leases and charters as of December 31, 2012 and 2011.

b) Contingencies-

I) RPS Claim—

On August 7, 2007, Transportación Maritima Mexicana, S.A. de C.V. (“TMM”) filed a claim for arbitration against RPS for US$50 (approximately $649), for various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.

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On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $39,000), 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.

TMM’s 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.

II) Mutual claims between WWS and TMM—

In December 2007, Transportación Marítima Mexicana, S.A. de C.V. (“TMM”) and Worldwide Services, Lyd. (“WWS”) filed claims against each other: TMM for US $342,500 (approximately $4,400), for fuel and low performance of the vessel Veracruz A and WWS for the US$1.3 million (approximately $16,900), claiming, mainly, an over-performance of the same vessel.

Company Management believes it has strong arguments to support the claim and to defend its position on the arbitration.

III) Mutual loans between Pacific Richfield Marine Pte. Ltd. (“PRM”) and Grupo TMM

Grupo TMM is the complainant on two arbitrations brought against Pacific Richfield Marine (“PRM”), company established in and under the laws of Singapore. The arbitration is being conducted according to the Rules of the Singapore International Arbitration Centre and involves certain breaches by PRM of two Purchase Agreements for the acquisition of two vessels. GTMM is seeking the recovery of the deposit paid for the two vessels for the amount of US$5.2 million (approximately $67,500), and also payment of damages caused by the breaches incurred by PRM of the Purchase Agreements. PRM countered claiming that it is Grupo TMM who breached the Purchase Agreements, seeking the arbiter’s decision to award PRM the deposit plus any damages the Arbiter may award.

On November 28, 2011, the Company received the decision entered against the interests of Grupo TMM, losing the right to recover the deposit of US$5.2 million (approximately $67,500).

Consequently, Grupo TMM filed suit in Mexico for the annulment of the decision and also all PRM out-of-court requirements for payment, and the case was admitted by the Federal Courts, preserving the term on the deposit and ordering this not to be delivered to PRM until final judgment is entered to recognize and, eventually, order the execution of the arbiter’s decision judicial, in accordance with that provided by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

On February 27, 2012, action was filed with the Singapore courts for the annulment of the decision. The matter remains pending resolution.

As of December 31, 2012 the Company has reserved the amount of the deposit made for US$5.2 million and has created an additional allowance of US$1.5 million for potential legal fees associated with this case, both items are reported in other expenses, net for 2011 for $83,611 and $6,813 for 2012 (See Note 18).

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IV) “ADEMSA” secured Certificates of Deposit

As a result of the crisis that affected Mexican farmers during 2011 and 2010 and with the consequent variances in the prices of wheat, corn, and beans, and also the exchange rate losses on operations with fertilizers, added to the default on loan obligations by the producers to which “ADEMSA” issued secured Certificates of Deposit in favor of various financial institutions, the goods and/or amounts consigned thereto, which, as a result of the defaults by the producers and on exercising the right conferred by the Certificates, filed claim against “ADEMSA” for compliance with the obligations to deliver the goods covered or payment of the amounts secured.

In the interest of meeting due compliance with its obligations, and as the Mexican farmers are undergoing a crisis, being sensitive to the difficulties, both “ADEMSA” and each of the financial institutions, and the company “COVAHESA”, in its capacity as representative for over one thousand producers, have been negotiating a financial structuring so as to answer the complaints and to this effect sign the agreements necessary to permit the long term financing of the debts or claims, finding a viable solution for all parties involved.

To this effect, the Company presents an allowance as of December 31, 2012 and 2011 for $118,000 and $233,000, respectively in order to settle the obligations of “ADEMSA” in the event the agreements being negotiated with the financial institutions cannot be implemented or if the debts cannot be settled in full during the term and under the conditions for the financing negotiated. This reserve is included in the accounts payable and accrued expense liability.

V) Tax Proceedings—

During 2012, the Federal Judiciary Power resolved on various proceedings that certain Grupo TMM companies had pursued against resolutions issued by the Federal Tax Service (SAT) that had rejected the offsetting of credit balances, by which said companies paid taxes for related parties for previous years. As a result, the credit balances should be recovered by the companies that had been denied this offsetting.

The tax authorities are currently conducting audits on the companies that originally owed the tax, however they have recognized the corresponding provisions, which are presented in the accounts payable and accrued expense liability.

VI) Other legal proceedings—

a. The Company is party 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.

b. The Company has significant dealings and relationships with related parties. Because of these relationships, in accordance with the Mexican Income Tax Law, the Company has documentation for the transactions that took place during 2011 and 2010 that confirms that the terms of these transactions are the same as those that would result from transactions between wholly unrelated parties. The Company and its subsidiaries are in the process of completing this study for 2012.

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25 Financial risk management, objectives and policies:

Grupo TMM’s main financial instruments, other than derivate financial instruments, are bank loans, securitization structures for future income, cash and short term deposits. The main objective of these financial instruments is to provide the Company with all necessary funds to properly perform its operations. The Company has several financial assets and liabilities, such as commercial credits and commercial payables, which arise directly from its operations.

Grupo TMM also enters into derivate transactions, such as interest rate CAPs as discussed in Note 14. The objective is to manage variable interest rate risks arising from the Company’s operations and from its financing sources. The method to acknowledge the resulting gain or loss depends on the nature of the coverage.

The main risks arising from the Company’s financial instruments are the cash flow risk deriving from interest rate variations, liquidity risk, interest rate risk and credit risk. The Company analyzes the risks and determines management policies for each of these risks as described in the following summary.

Changes in the fair value of derivatives that are designated and qualified as fair value coverage and which are highly effective are recognized in the consolidated statement of operations together with any change in the fair value of the asset or liability covered that is attributable to the coverage risk.

Changes in the fair value of derivatives that are designated and qualified as cash flow coverage and which are highly effective are recognized in equity. When the projected transaction or commitment by a company brings about the acknowledgement of an asset (e.g. property, machinery, and equipment) or a liability, and losses previously recognized in equity are transferred and included in the initial assessment of the asset or liability cost.

Otherwise, earnings and losses previously recognized in equity are transferred to the consolidated statement of operations and are classified as income or expense in the same periods in which the Company providing the coverage committed itself to doing so or whenever a projected transaction affects the consolidated statement of operations (e.g. when the projected sale occurs). As of December 31, 2012, Grupo TMM has only this type of derivatives.

Changes in the fair value of any derivative not qualifying to be registered in the books as coverage under IAS 39 are immediately recognized in the consolidated statement of operations. When a determined coverage is due or sold, or whenever it does not meet the criteria to be recognized in the books under IAS 39, any cumulative earning or loss is recorded in equity in that moment and remains in it until the committed or projected transaction is finally acknowledged in the consolidated statement of operations.

When a committed or projected transaction is no longer expected to occur, the cumulative earnings or losses recorded in equity are immediately acknowledged in the consolidated statement of operations.

Fair value of financial instruments

The Company determines fair value estimated amounts through the use of available information in the market, as well as through appropriate assessment methods. However, it is essential to apply good judgment when interpreting market information in order to estimate the fair value.

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The fair value of cash and cash equivalents, receivables, short-term debt and payables, is netted to carrying values (at amortized cost) according to the short-term maturity of these instruments.

The fair value of the Company’s loans as well as of other financial obligations is estimated based upon prices quoted within the markets or, alternatively, based upon financing rates offered to the Company for loans with the same maturity periods at the end of each year. Debt with variable interest rates generally represents rates available for the Company in effect as of December 31^, 2012 for the issue of debt under similar terms and maturity periods and, therefore, book record values of these obligations are a reasonable estimate of their fair value.

Cash flow risk

The Company’s revenues and its operating cash flows are independent from variances in the market interest rate.

The Group’s policy is to manage its interests cost by using a combination of a fixed and variable rate of debts. In order to manage this combination with an efficient cost, the Group enters into interest rate swaps, where it commits to interchanging, at determined intervals, the difference between the fixed interest rate and the variable interest rate at amounts that are calculated in reference to an agreed theoretical amount of principal, through agreements in which the Group receives the difference in excess of the maximum interest rate determined in the contracts. This exchange is aimed to cover for the underlying debt obligations.

Currency risk

The balance for the Group 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 Group does not cover this exposure. The Group minimizes its exposure effects in foreign currency by contracting debt in Mexican pesos. In July 2010, the Company issued Trust Certificates for approximately $10,500,000, consolidating the three previous tranches in one.

The Group also faces a transactional currency exposure. This exposures derives from sales and acquisitions made in foreign currencies other than the Mexican peso, which is the Group’s operating currency as of January 1, 2012. Approximately 59% of the Group’s sales are listed in US dollars, while approximately 30% of its costs are listed in US dollars.

As of December 31, 2012, 2011, and 2010, the Company held monetary assets and liabilities listed in foreign currencies other than the Mexican peso, classified according to its corresponding interbank exchange rate as related to the Mexican peso, as follows:

	2012			2011			2010
Assets in US dollars	$	495,364		$	599,524		$	848,134
Assets in other currencies		5,366			3,515			6,686
Liabilities in US dollars		(876,268	)		(1,129,812	)		(1,183,232	)
Liabilities in other currencies		(15,012	)		(7,155	)		(11,404	)
	$	(390,550	)	$	(533,928	)	$	(339,816	)

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As of December 31, 2012 and 2011, the exchange rate was Ps12.9880 and Ps13.9476 per US dollar, respectively. As of the issue date of the accompanying consolidated financial statements, the exchange rate was Ps12.1588 per US dollar and the Company’s monetary asset and liability position (unaudited) is similar to that prevailing as of December 31, 2012.

Commodity prices risk

The Company does not operate commodities, therefore this risk is nonexistent.

Interest rate risks

The exposure of Grupo TMM to the risk of changes in market interest rates is related principally to the long-term debt obligations of Grupo TMM at a floating 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 derivate financial instruments in order to fix such rate. As of December 31, 2012, the Company has debt leased at a fixed and variable rate.

The variable rate portion of the debt associated with the Trust Certificate Tranches for an approximate amount of $10,500,000 has an interest rate cap that permits the maximum payable rate that can be required of the Issuing Trust to be 10.80% per annum during the first 3 years.

Credit risk

The Group only engages in dealings with solvent third parties. Grupo TMM’s policy is that all customers who prefer to operate under credit conditions are subject to credit verification procedures. Moreover, receivable balances are constantly watched so that the Group’s exposure loss on receivables is not significant.

Regarding the credit risks derived from other financial assets of Grupo TMM, which include cash and cash equivalents, the financial assets available for sale and certain derivative instruments, Grupo TMM’s exposure to risks is related to the possibility of non-compliance by its counterparts, with a maximum exposure that is equivalent to the sum of such instruments.

As Grupo TMM only conducts this type of operation with third parties with recognized solvency, the Company does not require surety.

Concentration of risk

For the year ended December 31, 2012, the Company obtained revenues from PEMEX Exploration and Production and PEMEX Refining representing 28% and 11%, respectively, of its total revenues, and no other customer represents more than 6% of total revenues.

The Company assesses its customer financial situation and has an allowance for doubtful accounts if needed.

Liquidity risk

The objective of the Group is to maintain a balance between the continuity of financing and flexibility through the use of bank loans and securitizations. As of December 31, 2012, only 3% of the Company’s financial liabilities are due within the next 12 months.

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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 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 the issue new shares, or sell assets to reduce its debt.

As of December 31, 2012 and 2011, the capital management is summarized as follows:

	2012		2011
Stockholder equity	$	658,811	$	1,519,414
Stockholder equity	$	658,811	$	1,519,414
Total debt		10,823,784		10,495,583
	$	11,482,595	$	12,014,997
Ratio of total debt to stockholder equity		17.43		7.91

27 Subsequent event:

On February 15, 2013, the company, through the Trust Issuer and on prior confirmation by the Joint Committee, early amortized Trust Certificates for $5,000. This amortization did not require the payment of premiums or other penalties. The outstanding balance on the Trust Certificates as of this date is $10,595,200.

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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).
4.1	Certificate Purchase Agreement, dated December 18, 2009, between the Company and Vex Asesores Corporativos, S.A.P.I. de C.V., together with an English translation (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 20-F filed on June 30, 2010).
6.1*	Computation of earnings per share under IFRS.
7.1*	Computation of ratio of earnings to fixed charge under IFRS.
8.1*	List of Main 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.

* Previously filed with the annual report on Form 20-F on May 15, 2013

** Filed herewith.

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SIGNATURES

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

GRUPO TMM, S.A.B.
By:	/s/ Carlos Pedro Aguilar Mendez
	Carlos Pedro Aguilar Mendez
	Chief Financial Officer

Date: June 12, 2013

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