{"url_path":"/sec/gtmay/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","accession_number":"0001140361-26-036215","cik":"0001163560","ticker":"GTMAY","issuer_name":"GRUPO TMM SAB","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","primary_entity_key":"0001163560","primary_entity_name":"GRUPO TMM SAB"},"word_count":532,"has_tables":true,"body_markdown":"ITEM 15.\n\nCONTROLS AND PROCEDURES\n\n(a)\n\nDisclosure Controls and Procedures\n\nAs of December 31, 2025, the Company carried out an evaluation, under the supervision and with the participation of management, of the effectiveness of its\ndisclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective due to a\nmaterial weakness in internal control over financial reporting, specifically related to period-end financial reporting controls due to lack of sufficient internal accounting personnel.\n\nIt is important to note that this material weakness did not result in any misstatements or restatements of the Company’s previously issued financial statements, and\nmanagement believes the consolidated financial statements included in this Annual Report on Form 20-F fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods\npresented.\n\n(b)\n\nManagement’s Annual Report on Internal Control over Financial Reporting\n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. In\naccordance with this responsibility, management conducted an evaluation of the effectiveness of our internal control over financial reporting concluding that was not effective as of December 31, 2025, due to ineffective controls\nover period end financial reporting, which is considered as a “material weakness”, without this leading to errors or restatements of the Company’s previously issued financial statements and has implemented the following plan:\n\n96\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nRemediation Plan\n\nManagement has continued with a remediation plan to address this matter, which includes enhancing the accounting and financial reporting team,\nimproving segregation of duties, providing additional training, and implementing expanded monitoring and oversight controls. These actions are designed to remediate the identified weakness and to strengthen the overall control\nenvironment.\n\nWe remain confident that these improvements will reinforce the reliability of our financial reporting, strengthen our control environment, and allow us to meet all\n2026 filing requirements on time.\n\n(c)\n\nAttestation Report of the Registered Public Accounting Firm\n\nThis Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.\n\n(d)\n\nChanges in Internal Control Over Financial Reporting.\n\nAs required by Rule 13a-15(d) under the Securities Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as\nof December 31, 2025, to determine whether any change occurred during the period covered since the last report that has materially affected, or is reasonably likely to materially affect, our internal control over financial\nreporting. Based on this evaluation, it has been determined that changes have been made during the period covered by this annual report to improve internal control over financial reporting, such as the hiring of accounting personnel\nwith experience and technical capacity, as well as the review and updating of accounting policies; however, these actions and others, such as the review and updating of internal processes and controls, are still in the process of\nbeing implemented, that have affected, or are reasonably likely to affect positively, our internal control over financial reporting."}