{"url_path":"/sec/mrnow/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":18875,"has_tables":true,"body_markdown":"ITEM 5.\n\nOPERATING AND FINANCIAL REVIEW AND PROSPECTS\n\nA.\n\nOperating Results\n\nYou should read the following discussion in conjunction with the Consolidated and Combined Financial Statements, as well as the other parts of this Report: “Presentation of\nFinancial and Other Information” and “Item 5—Operating and Financial Review and Prospects” for information regarding our financial statements, exchange rates, definitions of technical terms and other introductory matters.\n\nCertain information contained herein, including information with respect to our plans and expectations for our business and the Properties, are forward-looking statements\nand involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in such forward-looking statements. You should consider carefully the factors set forth\nunder “Cautionary Statement Concerning Forward Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from any forward-looking statements contained in this Report.\n\nOverview\n\nOn March 20, 2024, Murano PubCo, completed the Business Combination described in more detail under “Item 4. Information on the Company-A. History and\nDevelopment of the Company-Business Combination.” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.\n\nMurano Group is an international development corporate group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel\nprojects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. We also provide comprehensive services, including the execution,\nconstruction, management, and operation of a wide variety of industrial, business, tourism real estate projects, among others. We have a national footprint and international outreach aimed at institutional real estate investors.\n\nWe were formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and\nCancun, (ii) a Project Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.\n\nAs discussed under “Item 4.A—Recent Developments—Potential Corporate Reorganization,” following the completion of the contemplated debt restructuring,\nmanagement has considered a potential corporate reorganization, and any such reorganization may involve transactions between affiliated entities, subject to applicable approvals and definitive documentation. Any such corporate\nreorganization has not been finalized and may not be pursued or consummated. Accordingly, the description of our current operations in this Item 4.B reflects the Group’s existing portfolio and business as of the date of this Report.\n\nOperational Hotels\n\nOur current portfolio of Operational Hotels consists of:\n\n•\n\nAndaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational\nsince the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant\nfor pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.\n\n91\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nMondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been\noperational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including “Distrito Mondrian” meeting rooms, a “Terraza” bar and a “Flower Shop” coffee shop.\n\n•\n\nVivid Hotel: the Hyatt Vivid Grand Island operated by Hyatt is part of the GIC I Hotel in the GIC Complex in Cancun. Completed and operational since April 2024, the\nVivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty restaurants,\nsix bars, gym, spa, one retail shop, and 1,010 sqm space for events.\n\nThe Grand Island Beach Club is part of the GIC Complex in Cancun and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to other\nhotel and/or hospitality components within the GIC Complex from time to time, including any future hotels, Residential Condos or other components that may be developed or reconfigured as part of the contemplated 2031 Notes Restructuring.\n\nProject Under Completion\n\nThe Murano Group is also developing the Project Under Completion. In light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors\nhave revised the Group’s strategic development pipeline to prioritize the development and commercialization of condominiums (residential units), which we believe better serves the interests of the Group’s shareholders.\n\nThe GIC Complex has historically been described as being developed in two phases. Phase one was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, which are\noperational under the “Vivid” brand, an adults-only concept, and (ii) 616 rooms, which were planned to operate under the “Dreams” brand, a family-friendly offering. The timing and scope of the Phase one buildout, including any opening\ntimeline for the Dreams component, have been subject to ongoing review and will be modified and terminated in connection with the contemplated 2031 Notes Restructuring and the related project reconfiguration described below.\n\nThe World Trade Center development project previously contemplated as part of the GIC Complex is no longer being pursued following the termination of the related sublicense agreement. See “Item 4.A—Recent Developments—World Trade Center Sublicense Agreement.”\n\nThe Group is currently conducting a strategic review of the GIC I Hotel and the broader GIC Complex. While prior plans contemplated the full buildout of 1,016 hotel rooms, the Term Sheet\ncontemplates the Restructuring Project as a reconfiguration of the GIC Complex (including a hotel with 566 guest rooms and up to 328 Residential Condos). In addition, in connection with the contemplated 2031 Notes Restructuring, we have\nentered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, pursuant to which Hyatt is expected to be replaced as operator upon satisfaction of the applicable conditions precedent,\nincluding the effectiveness of the 2031 Notes Restructuring and the termination of the existing GIC I Hotel Management Agreement with Hyatt.\n\nProjects to be Developed\n\nWe currently own the following projects that we plan to develop (the “Projects to be Developed”):\n\n•\n\nGIC Phase II: Phase two is planned to consist of approximately 1,254 condominiums, divided into four condominium towers with partial views of the ocean, lagoon\nand/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The Group’s management and board\nof directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately U.S.$87.2 million.\n\n•\n\nBaja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per year. The Group is in early-stage discussions regarding financing terms\nwith a national bank and has signed an memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost approximately U.S.$136 million.\n\n•\n\nBaja Marina: Development of a marina consisting on approximately 15,000 linear ft slip spaces. We expect the development of the Baja Marina to cost approximately\nU.S.$32 million.\n\n92\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nBaja Retail Village: Development of Baja Retail Village with a leasable area of approximately 45,000 sqm. We expect the development of the Retail Village to cost\napproximately U.S.$55 million.\n\n•\n\nResort Property in Baja Development Project: this resort is expected to have two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.\nBased on preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet begun the process of trying to secure financing for the development\nof this project. Therefore, we do not know when and if we will be able to begin construction of this project.\n\n•\n\nBaja Park Development Project: this industrial park project in Ensenada, will consist of 363,262 sqm of\nleasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin construction of this\nproject. We expect the development of the Baja Park to cost approximately U.S.$122 million.\n\nThe GIC Phase II, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we\nplan to develop subject to planning and environmental approvals as well as Murano Group being able to secure financing on acceptable terms.\n\nOur portfolio is expected to be comprised of all-inclusive resorts and residential condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii)\nconvenient air access from a number of North American and other international gateway markets; (iii) strategic locations in popular vacation destinations in Mexico with strong government commitments to tourism; (iv) high quality physical\ncondition; and (v) capacity for further growth through incremental renovation or repositioning opportunities. We believe that the resorts of our portfolio will have a competitive advantage due to their location, amenities offering,\nlarge-scale and guest-friendly design.\n\nBusiness Combination\n\nIn connection with, and prior to, the Business Combination, on March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd” into a\npublic limited company operating under the name “Murano Global Investments PLC”.\n\nPursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence\nof New CayCo ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and controlled from, and\nresident for tax purposes in, the United Kingdom.\n\nIn addition, at the effective time of the Merger, (i) each issued and outstanding HCM ordinary share, par value $0.0001 per share was automatically canceled and extinguished, and each holder\nof HCM Ordinary Shares received merger rights representing a corresponding number of Murano ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and\noutstanding warrant to purchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into and represent a right to acquire Murano Ordinary Shares and each Murano Warrant (a) has an\nexercise price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year anniversary of the closing date of the Business Combination (i.e., March 20, 2029).\n\nAs a result of the foregoing transactions, there were 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.\n\n93\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOn March 21, 2024, Murano’s ordinary shares and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols, “MRNO” and “MRNOW,” respectively.\n\nThe Business Combination was accounted for as a capital reorganization in accordance with IFRS 2 Share-based payment. Under this method of accounting, there is no acquisition accounting and no\nrecognition of goodwill or intangible assets, as HCM does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations given it consisted predominantly of cash in a trust account.\n\nHCM is treated as the accounting “acquired” company for financial reporting purposes, and Murano PubCo is the accounting “acquirer”. This determination was primarily based on (i) Murano\nGroup’s shareholders hold a majority of the voting power of Murano PubCo, (ii) Murano Group’s operations substantially comprise the ongoing operations of the combined company, (iii) Murano Group’s designees comprise a portion of the\ngoverning body of Murano PubCo, and (iv) Murano Group’s senior management comprise the senior management of Murano PubCo.\n\nMurano Group Reorganization Prior to Business Combination\n\nPrior to and in connection with the Business Combination, the Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose\nof, among other aspects, Murano PubCo becoming the shareholder of 99.99% of the stock of Murano PV and Murano PV emerging as the holding company that consolidates all entities of the Murano Group. As a result of the Murano Group\nReorganization, Murano PV controls and consolidates all the Murano Group’s entities.\n\nPursuant to the Murano Group Reorganization, prior to and in preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower,\nentered into a loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii) Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.\n\nThen, the following share transfers and assignments of trust rights were completed as part of the Murano Group Reorganization:\n\nMurano PV Capital Stock\n\n•\n\nESAGRUP transferred to Murano World 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano PV.\n\n•\n\nElías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00 representing the fixed capital stock of Murano PV.\n\n•\n\nMurano World transferred to Murano 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano PV.\n\nESAGRUP Capital Stock\n\n•\n\nMurano World transferred to BVG Infraestructura, S.A. de C.V. one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of ESAGRUP.\n\nMurano Management Capital Stock\n\n•\n\nMarcos Sacal Cohen transferred to Inmobiliaria Insurgentes 421 one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of Murano Management.\n\nOperadora GIC I Capital Stock\n\n•\n\nMarcos Sacal Cohen transferred to Murano Management 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Operadora GIC I, as well as 210,001 Series B shares,\nwith a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC I.\n\n94\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, representing fixed capital stock of Operadora GIC I.\n\nOperadora GIC II Capital Stock\n\n•\n\nMarcos Sacal Cohen transferred to Murano Management 49,000 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Operadora GIC II, as well as 50,000 Series B shares,\nwith a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC II.\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano PV 1,000 Series A shares, with a par value of Ps.$1.00 each, representing fixed capital stock of Operadora GIC II.\n\nInsurgentes Security Trust Rights\n\n•\n\nAssignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued by OHI421, contributed by Marcos Sacal Cohen to the Insurgentes Security\nTrust.\n\n•\n\nAssignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued by OHI421 Premium, contributed by Marcos Sacal Cohen to the Insurgentes\nSecurity Trust.\n\n•\n\nAssignment of the trust beneficiary rights of ESAGRUP in favor of Murano PV with respect to the shares issued by Inmobiliaria Insurgentes 421, contributed by ESAGRUP to the Insurgentes Security Trust. As\npayment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$542,500,000 in favor of ESAGRUP.\n\n•\n\nAssignment of the trust beneficiary rights of Elías Sacal Cababie in favor of Murano PV with respect to the shares issued by Inmobiliaria Insurgentes 421, contributed by Elías Sacal Cababie to the\nInsurgentes Security Trust. As payment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$18,000,000 in favor of Elías Sacal Cababie.\n\nOHI421 Capital Stock\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of OHI421.\n\nOHI421 Premium Capital Stock\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of OHI421 Premium.\n\nInmobiliaria Insurgentes 421 Capital Stock\n\n•\n\nElías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of Inmobiliaria Insurgentes 421. As\npayment for the consideration of such share transfer, Murano Management issued a promissory note for the amount of Ps.$1,000 in favor of Elías Sacal Cababie.\n\nServicios Corporativos BVG, S.A. de C.V. Capital Stock\n\n•\n\nESAGRUP transferred to Murano PV 49,500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Servicios Corporativos BVG, S.A. de C.V.\n\n•\n\nMurano World transferred to Murano Management 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Servicios Corporativos BVG, S.A. de C.V., as well as 27,773,036\nSeries B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Servicios Corporativos BVG, S.A. de C.V.\n\n95\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nEdificaciones BVG\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano PV, of one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of Edificaciones BVG.\n\n•\n\nEdgar Armando Padilla Pérez transferred to Murano Management 24,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Edificaciones BVG.\n\n•\n\nRubén Félix Álvarez Laris transferred to Murano Management 25,000 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Edificaciones BVG.\n\nMurano World\n\n•\n\nElías Sacal Cababie transferred to Murano PV 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano World, as well as 103,267,241 Series B shares, with a par\nvalue of Ps.$1.00 each, representing the variable capital stock of Murano World, and pledged in favor of Sabadell. As payment for the consideration of such share transfer, Murano PV issued a promissory note in the amount of\nPs.$73,000,000 in favor of Elías Sacal Cababie.\n\n•\n\nESAGRUP transferred to Murano PV 49,499 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano World, as well as 329,704,074 Series B shares, with a par value of\nPs.$1.00 representing the variable capital stock of Murano World. As payment for the consideration of such share transfer, Murano PV issued a promissory note for the amount of Ps.$266,500,000 in favor of ESAGRUP.\n\n•\n\nESAGRUP transferred to Murano Management one Series A share, with a par value of Ps.$1.00, representing the variable capital stock of Murano World. As payment for the consideration of such share transfer,\nMurano Management issued a promissory note for the amount of Ps.$1,000 in favor of ESAGRUP.\n\nAs a result of the share transfers and assignments of trust rights related to the Murano Group Reorganization, different entities of the Murano Group issued six promissory notes for a total\namount of Ps.$900,002,000 Three of such promissory notes, for a total amount of Ps.$809,001,000, were issued in favor of ESAGRUP and the remaining three promissory notes, for a total amount of Ps.$91,001,000, were issued in favor of Elías\nSacal Cababie. Consequently, ESAGRUP conducted a capital reduction of its variable capital stock by redeeming 809,001,000 Serie B shares, and reimbursing them to its shareholder, Elías Sacal Cababie. The payment of such reimbursement was\nmade by endorsing the promissory notes in favor of Elías Sacal Cababie. Subsequently, Elías Sacal Cababie became the sole owner and holder of all promissory notes and capitalized the amounts documented in such notes in Murano, and Murano\nthen capitalized such amounts in Murano PV, finalizing the Murano Group Reorganization.\n\nMacroeconomic Scenario\n\nFor macroeconomic factors that may affect our results of operations and financial condition see “Item 4. Information on the Company-B. Business\nOverview-Overview of Mexico and the Mexican Lodging Industry-Macroeconomic Overview.”\n\nThe following diagram sets forth our current corporate structure following the Business Combination and related corporate reorganization, including the subsidiaries of Murano PubCo:\n\n96\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nKey Business and Financial Metrics Used by Management\n\nRevenue\n\nWe derive our revenues from hotel operations. Management uses revenues to assess the overall performance of our business and analyze trends such as consumer demand, brand preference and\ncompetition. For a detailed discussion of the factors that affect our revenues, see the section entitled “-Item 5. Operating and Financial Review and Prospects—A. Operating Results—Principal Components and\nKey Factors Affecting Our Results of Operations.”\n\nNet (loss) profit for the period\n\nNet (loss) profit for the period represents the total earnings or income generated by our business. Management uses net income to analyze the performance of our business on a combined basis.\n\nOccupancy\n\nOccupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’\navailable capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.\n\nAverage Daily Rate (“ADR”)\n\nADR represents hotel room revenue divided by the total number of room nights sold in a given period. ADR measures the average room price attained by a hotel and ADR trends provide useful\ninformation concerning the pricing environment and the nature of a hotel’s customer base. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer,\nas changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.\n\n97\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nRevenue per Available Room (“RevPAR”)\n\nWe calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a\nmetric correlated to two key, primary operational drivers at our hotels: Occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.\n\nReferences to Occupancy, ADR and RevPAR are presented on a comparable basis and references to RevPAR and ADR are presented on a currency-neutral basis (i.e., all periods use the same exchange\nrates), unless otherwise noted.\n\nEBITDA and Adjusted EBITDA\n\nEBITDA, presented herein, is a financial measure that is not recognized under IFRS and reflects net (loss) profit for the period, excluding interest expense, income taxes and depreciation and\namortization. We consider EBITDA to be a useful measure of operating performance, due to the significance of our long-lived assets and level of indebtedness.\n\nAdjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, adjusted to further exclude transaction-related expenses derived from the Business Combination.\n\nEBITDA and Adjusted EBITDA are not recognized terms under IFRS and should not be considered as alternatives to combined net income (loss) or other measures of financial performance or\nliquidity derived in accordance with IFRS. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.\n\nWe believe EBITDA and Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA and Adjusted\nEBITDA are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other\ninterested parties as a common performance measure to compare results or estimate valuations across companies in our industry.\n\nEBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow, or other methods of\nanalyzing our results as reported under IFRS. Some of these limitations are:\n\n•\n\nEBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;\n\n•\n\nEBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;\n\n•\n\nEBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;\n\n•\n\nEBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;\n\n•\n\nEBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;\n\n•\n\nalthough depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such\nreplacements; and\n\n•\n\nother companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.\n\n98\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nBecause of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash\navailable to us to meet our obligations.\n\nPrincipal Components and Key Factors Affecting Our Results of Operations\n\nRevenue\n\nPrincipal Components\n\nWe primarily derive our revenues from contracts with customers. This represents revenues derived from hotel operations, including room rentals and\nfood and beverage sales, and other ancillary revenues at our owned properties. These revenues are primarily derived from two categories of customers: transient and group. Transient guests are individual travelers who are traveling for\nbusiness or leisure. Our group guests are traveling for group events that reserve rooms for meetings or conferences. Group business usually includes a block of room accommodations, as well as other ancillary services, such as catering and\nbanquet services. A majority of our food and beverage sales and other ancillary services are provided to customers also occupying rooms at our hotel properties. As a result, occupancy affects all components of our hotel revenues.\n\nKey Factors affecting our Revenues\n\nThe following factors affect the revenues we derive from our operations:\n\nConsumer demand for hotels and resorts and economic conditions. Consumer demand for hotels and resorts is closely linked to the performance of the\ngeneral economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand can be the result of a variety of factors, many of which are unpredictable and not under our control, including, but not\nlimited to:\n\n•\n\nchanges in general economic conditions, including consumer confidence, income, and unemployment levels resulting from the severity and duration of any downturn in the Mexican, U.S., or global economy;\n\n•\n\nconditions that might negatively shape public perception of travel in general and particularly in Mexico, including travel-related accidents, outbreaks of a pandemic, or contagious diseases;\n\n•\n\npolitical conditions or social unrest, terrorist activities or threats, and heightened travel security measures instituted in response to these events;\n\n•\n\nother factors affecting or reducing travel patterns;\n\n•\n\nchanges in desirability of the geographic regions of our resorts and/or the geographic concentration of our resorts;\n\n•\n\nchanges in the perception or popularity of the brands associated with us and/or our operations;\n\n•\n\nother changes in consumer preferences;\n\n•\n\nsecurity issues or warnings from foreign governments regarding traveling to certain destinations in Mexico; and\n\n•\n\nunseasonal weather conditions, including natural disasters (such as hurricanes, floods, earthquakes and other adverse weather and climate conditions).\n\nPerformance of management companies. We depend on management companies, including Accor and Hyatt, to generate revenue from the rent of rooms to\nguests, including international guests. While Accor and Hyatt have a successful track record of attracting international guests to properties, declines in the number of international guests or the prices at which we are able to rent rooms\ncould materially and adversely affect our financial condition and ability to generate revenues.\n\n99\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCompetition. Competition for resort guests and the supply of resorts in Mexico City, Cancun, and Ensenada will affect our ability to increase rates\ncharged to customers at the properties. As a result, changes in consumer demand and general business cycles can expose our revenues to significant volatility.\n\nSeasonality. The hospitality industry is seasonal in nature, which can be expected to cause fluctuations in our room rental revenues, occupancy\nlevels, room rates, operating expenses, and cash flows. The periods during which the properties experience higher or lower levels of demand will vary from property to property and depend upon location, customer base, and competitive mix\nwithin the specific location.\n\nDirect and selling, general and administrative expenses\n\nPrincipal Components\n\nDirect and selling, general and administrative expenses. These reflect the operating expenses, including room expenses, food and beverage costs,\noperators’ management fees, other support costs, and property expenses. Room expense includes employee benefits for housekeeping, laundry, front desk staff, and supply costs for guest room amenities and laundry. Food and beverage costs\ninclude costs for inventory. Other support expenses consist of costs associated with fees, advertisement, insurance and others. Property expenses include property taxes, depreciation, maintenance and conservation.\n\nKey Factors affecting our Expenses\n\nThe key factors that mainly affect the expenses we incur in the course of our operations are the following:\n\nFixed expenses. Some of the expenses associated with owning hotels are relatively fixed. These expenses include personnel costs, rent, property taxes,\nmanagement fees, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our\nnet cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. The effectiveness of any cost-cutting efforts is limited by the fixed costs inherent in our\nbusiness. As a result, we may not be able to offset revenue reductions through cost cutting. In addition, any efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our hotels. We\nhave taken steps to reduce our fixed costs to levels we feel are appropriate to maximize profitability and respond to market conditions without jeopardizing the overall customer experience or the value of our hotels.\n\nChanges in depreciation expense. Changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new\nhotels, the disposition of existing hotels through sale or closure, or changes in estimates of the useful lives of our assets. As we place new assets into service, we will be required to record additional depreciation expenses on those\nassets.\n\nOther items\n\nForeign currency exchange rates. We expect that a portion of our revenues will be denominated in U.S. dollars or linked to the U.S. dollar, while most\nof our operating expenses will be denominated in pesos. Changes in foreign currency exchange rates may become material to us in the future due to factors beyond our control.\n\nResults of Operations\n\nThe discussion below relates to the results of the operations of Murano Group. Murano Group is not a single legal entity, but rather a combination of entities that are intended to reflect, for\nthe periods presented, the ownership and administration of the Properties that we own.\n\n100\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nAs of the date of this Report, we have operations in the Insurgentes 421 Hotel Complex and in the GIC I Hotel, which commenced operations with the opening of the Vivid Hotel on April 1, 2024.\n\nOur operating results for the years ended December 31, 2025, 2024 and 2023 are not indicative of future operating results.\n\nYear ended December 31, 2025 Compared to Year ended December 31, 2024\n\nConsolidated and Combined statements of profit or loss and other comprehensive income data\n\n \n\n \n\nFor the year ended December 31\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n \n\n(In Mexican Pesos)\n\n \n\nRevenue\n\n \n\n$\n\n1,140,545,581\n\n \n\n \n\n \n\n729,953,807\n\n \n\nDirect and selling, general and administrative expenses:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEmployee Benefits\n\n \n\n \n\n401,778,649\n\n \n\n \n\n \n\n325,521,012\n\n \n\nFood & Beverage and service cost\n\n \n\n \n\n197,024,058\n\n \n\n \n\n \n\n98,441,323\n\n \n\nSales commissions\n\n \n\n \n\n33,768,039\n\n \n\n \n\n \n\n37,592,689\n\n \n\nManagement fees operators\n\n \n\n \n\n49,833,623\n\n \n\n \n\n \n\n23,928,681\n\n \n\nDepreciation and amortization\n\n \n\n \n\n288,435,624\n\n \n\n \n\n \n\n329,768,815\n\n \n\nProperty tax\n\n \n\n \n\n10,142,579\n\n \n\n \n\n \n\n12,444,214\n\n \n\nFees\n\n \n\n \n\n141,418,293\n\n \n\n \n\n \n\n151,697,897\n\n \n\nAdministrative fees\n\n \n\n \n\n4,959,645\n\n \n\n \n\n \n\n17,540,773\n\n \n\nMaintenance and conservation\n\n \n\n \n\n86,739,866\n\n \n\n \n\n \n\n52,727,323\n\n \n\nUtility expenses\n\n \n\n \n\n65,615,925\n\n \n\n \n\n \n\n67,542,771\n\n \n\nAdvertising\n\n \n\n \n\n48,724,597\n\n \n\n \n\n \n\n53,064,373\n\n \n\nDonations\n\n \n\n \n\n5,557,586\n\n \n\n \n\n \n\n7,842,770\n\n \n\nInsurance\n\n \n\n \n\n46,691,939\n\n \n\n \n\n \n\n35,771,206\n\n \n\nSoftware\n\n \n\n \n\n1,455,708\n\n \n\n \n\n \n\n6,948,956\n\n \n\nCleaning and laundry\n\n \n\n \n\n11,714,562\n\n \n\n \n\n \n\n11,301,594\n\n \n\nBank commissions\n\n \n\n \n\n36,171,936\n\n \n\n \n\n \n\n31,109,553\n\n \n\nReplacement reserve (FF&E & OS&E)\n\n \n\n \n\n35,351,511\n\n \n\n \n\n \n\n9,284,517\n\n \n\nOperating supplies and equipment\n\n \n\n \n\n467,571\n\n \n\n \n\n \n\n21,804,534\n\n \n\nOther costs\n\n \n\n \n\n84,880,479\n\n \n\n \n\n \n\n98,197,243\n\n \n\nTotal direct and selling, general and administrative expenses\n\n \n\n \n\n1,550,732,190\n\n \n\n \n\n \n\n1,382,530,244\n\n \n\nOther income\n\n \n\n \n\n83,781,863\n\n \n\n \n\n \n\n190,235,287\n\n \n\nOther expenses\n\n \n\n \n\n(2,158,802\n\n)\n\n \n\n \n\n(5,474,442\n\n)\n\nListing expense\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(917,366,970\n\n)\n\nGain (loss) on revaluation of investment property\n\n \n\n \n\n75,000,000\n\n \n\n \n\n \n\n239,508,510\n\n \n\nChange in fair value of financial derivative instruments\n\n \n\n \n\n-\n\n \n\n \n\n \n\n(43,348,480\n\n)\n\nChange of fair value of warrants\n\n \n\n \n\n63,526,324\n\n \n\n \n\n \n\n(51,946,426\n\n)\n\nChange in fair value of financial crypto assets\n\n \n\n \n\n1,040,259\n\n \n\n \n\n \n\n-\n\n \n\nExchange rate (loss) income, net\n\n \n\n \n\n1,354,424,857\n\n \n\n \n\n \n\n(1,492,245,569\n\n)\n\nInterest income\n\n \n\n \n\n14,403,106\n\n \n\n \n\n \n\n34,942,822\n\n \n\nInterest expense\n\n \n\n \n\n(1,465,110,800\n\n)\n\n \n\n \n\n(797,018,177\n\n)\n\nLoss before income taxes\n\n \n\n \n\n(285,279,802\n\n)\n\n \n\n \n\n(3,495,289,882\n\n)\n\nIncome taxes\n\n \n\n \n\n2,899,267\n\n \n\n \n\n \n\n(72,675,696\n\n)\n\nNet loss for the period\n\n \n\n$\n\n(282,380,535\n\n)\n\n \n\n \n\n(3,567,965,578\n\n)\n\n101\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nRevenue: Revenue amounted to Ps.$1,140.5 million for the year ended December 31, 2025, an increase of Ps.$410.6 or 56.2% from Ps.$730.0 million from the year ended\nDecember 31, 2024. The increase is mainly attributable to growth of operations of the Vivid Hotel, also known as the ramp-up period, which generated revenue of Ps.$561.5 million. The remaining increase is mainly related to the continuing\noperations of the Andaz Hotel and the Mondrian Hotel, which amounted to Ps.$412.5 million for the year ended December 31, 2025, compared to Ps.$ 296.2 million for the year ended December 31, 2024, and Ps.$192.8 million for the year ended\nDecember 31, 2025, compared to Ps.$ 168.1 million for the year ended December 31, 2024, respectively. The Vivid hotel’s revenue during 2025 was Ps.$561.5 million, comprising: (1) 81.3% package income, and (2) 18.7% non-package income. The\nAndaz hotel’s revenue during 2025 was Ps.$412.5 million, comprising: (1) 66.2% room income, (2) 28.2% food and beverage income, and (3) 5.6% other income. The Mondrian Hotel´s revenue during 2025 was Ps.$192.8 million, comprising (1) 83.9%\nroom income, (2) 13.0% food & beverage income, and (3) 3.1% other income.\n\nEmployee Benefits: Employee benefits amounted to Ps.$401.8 million for the year ended December 31, 2025, an increase of Ps.$ 76.3 or 23.4% from the year ended\nDecember 31, 2024. The increase is mainly attributable to increase in payroll related expenses since the commencement of hotel operations of the Vivid hotel in April 2024, now reflecting its natural ramp up period growth. Our employee\nbenefits cost of sales consisted of salaries of Ps.$357.0 million for the year ended December 31, 2025, an increase of Ps.$11.6 million compared to Ps.$345.4 million for the year ended December 31, 2024; social security and employee food\nexpenses represented the remaining Ps.$44.8 million for the year ended December 31, 2025, a decrease of Ps.$12.5 million compared to Ps.$57.3 million for the year ended December 31, 2024.\n\nFood & Beverage and service cost: Food & beverage and service cost amounted to Ps.$ 197.0 million for the year ended December 31, 2025, an increase of Ps.$\n98.6 million or 100.1% from Ps.$ 98.4 million for the year ended December 31, 2024. The increase is food & beverage and service cost is mainly attributable to the natural growth in operations of the Vivid hotel, following its ramp-up\nperiod after its commencement of operations in April 2024. The Vivid hotel food & beverage and service cost for the year ended December 31, 2025 was of Ps.$95.4 million, an increase of Ps.$50.7 million compared to Ps.$62.8 million for\nthe year ended December 31, 2024. The Andaz Hotel food & beverage and service cost for the year ended December 31, 2025 was of Ps.$66.7 million, an increase of Ps.$41.1 million compared to Ps.$25.6 million for the year ended December\n31, 2024. The Mondrian Hotel food & beverage and service cost for the year ended December 31, 2025 was of Ps.$16.2 million, an increase of Ps.$6.2 million compared to Ps.$10.0 million for the year ended December 31, 2024.\n\nSales commissions: Sales commissions amounted to Ps.$33.8 million for the year ended December 31, 2025 as compared to Ps.$37.6 million for the year ended December 31,\n2024. The decrease corresponds mainly to better terms achieved in the commissions incurred for services provided by independent online travel agencies such as Expedia and Booking. The amounts attributable to the Vivid Hotel is Ps.$16.0\nmillion; for the Andaz Hotel is Ps.$13.5 million; and for the Mondrian Hotel is Ps.$4.3 million.\n\nManagement fees operators: Management fees operators amounted to Ps.$49.8 million for the year ended December 31, 2025, which relates to management services provided\nby Hyatt and Accor. Vivid Hotel incurred in Ps.$22.6 million, while Andaz Hotel incurred in Ps.$21.4 million, and Mondrian Hotel incurred Ps.$5.8 million.\n\nDepreciation and amortization: Depreciation and amortization amounted to Ps.$288.4 for the year ended December 31, 2025, a decrease of Ps.$31.3 million from the year\nended December 31, 2024. The depreciation and amortization amounted to Ps.$237.2 million for property and equipment and Ps.$50.6 million for right of use assets, respectively. The decrease in depreciation and amortization is mainly due to\nthe Insurgentes 421 Hotel Complex having achieved full useful life for its OS&E assets during the twelve-month period ended December 31, 2024. Additionally, the Insurgentes 421 Hotel Complex did not experience any changes in value since\nprior periods, thus downward pressuring its depreciation and amortization account.\n\n102\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nProperty tax: Property tax amounted to Ps.$10.1 for the year ended December 31, 2025, a decrease of Ps.$2.3 million or 18.5% from Ps.$ 12.4 million for the year ended\nDecember 31, 2024. The decrease in the property tax is mainly attributable to the Insurgentes 421 Hotel Complex. The decrease relates to a one-time Ps.6.0 million property tax paid to the Mexico City Secretary of Administration and Finance,\nduring 2022, which in time reflected decreased property tax for the subsequent next periods.\n\nFees: Fees amounted to Ps.$141.4 for the year ended December 31, 2025, a decrease of Ps.$10.3 or 6.8% from Ps.$151.7 million for the year ended December 31, 2024. The\ntotal fees amount is mainly related to the professional services in relation with the restructuring agreement for the Rated Notes (issued on September 12, 2024), for which an agreement was agreed in subsequent periods (announced March 10,\n2026).\n\nAdministrative fees: Administrative fees amounted to Ps.$5.0 million for the year ended December 31, 2025, a decrease of Ps.$12.6 million or 71.7% from Ps.$ 17.5\nmillion for the year ended December 31, 2024. The decrease is mainly related to cost efficiencies achieved by the Vivid hotel during the twelve-month period ended December 31, 2025, per economies of scale achieved by its expected course of\noperations following its ramp up period after its commencement of operations on April 12, 2024.\n\nMaintenance and conservation: Maintenance and conservation amounted to Ps.$86.7 million for the year ended December 31, 2025, an increase of Ps.$34.0 million or 64.5%\nfrom Ps.$ 52.7 the year ended December 31, 2024. This expense increase is attributable mostly to maintenance and conservation expenses incurred by the Andaz and Mondrian hotel complex, mainly related to general maintenance totalling\nPs.$32.9 million, engineering services amounting to Ps.$8.1 million, and network related services for Ps.$3.9 million. Maintenance and conservation expense for Vivid Hotel Complex for the year ended December 31, 2025, is Ps$31.9 million.\nAdditional Andaz and Mondrian Hotel Complex´s maintenance and conservation expense amounted to Ps.$9.9 million.\n\nUtility expenses: Utility expenses amounted to Ps.$65.6 million for the year ended December 31, 2025, a decrease of Ps.$1.9 or 2.9% from Ps.$67.5 million for the year\nended December 31, 2024. The decrease is mainly related to cost efficiencies achieved by the Andaz and Mondrian hotel complex.\n\nAdvertising: Advertising amounted to Ps.$48.7 million for the year ended December 31, 2025, a decrease of Ps.$4.3 or 8.2% from Ps.$53.1 million for the year ended\nDecember 31, 2024. The decrease is mainly related to reduced advertising efforts for the Vivid Hotel, per its natural strategic course of operations, for which the twelve-month period ended December 31, 2024, saw an increased advertising\ninvestment related to the commencement of operations of the Vivid Hotel in April 2024.\n\nDonations: Donations amounted to Ps.$5.6 million for the year ended December 31, 2025, a decrease of Ps.$2.3 million or 29.1% from Ps.$7.8 million for the year ended\nDecember 31, 2024. The decrease is mainly related to a special donation granted to the UNICEF International Council to support the transformation of education in Mexico that amounted for PS.$7.8 million during the twelve-month period ended\nDecember 31, 2024.\n\nInsurance: Insurance amounted to Ps.$46.7 million for the year ended December 31, 2025, an increase of Ps.$10.9 or 30.5% from Ps.$35.8 million for the year ended\nDecember 31, 2024. The increase is mainly related to the increased operations of the Vivid Hotel per its ramp up period following its commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel Complex insurance expense\namounted to Ps.$33.2 million for the year ended December 31, 2025, an increase of Ps.$16.8 from Ps.$16.4 million for the year ended December 31, 2024.\n\nSoftware: Software amounted to Ps.$1.5 million for the year ended December 31, 2025, a decrease of Ps.$5.5 million or 79.1% from the year ended December 31, 2024. The\ndecrease is mainly related to the Vivid Hotel’s structural preparations carried on during the twelve-month period ended December 31, 2024, for its commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel software expense\namounted to Ps.$0.0 million for the year ended December 31, 2025.\n\nCleaning and laundry: Cleaning and laundry amounted to Ps.$11.7 million for the year ended December 31, 2025, an increase of Ps.$0.4 million or 3.7% from the year\nended December 31, 2024. The increase is mainly related to the increased operations of the Vivid Hotel per its ramp up period following the commencement of operations of the Vivid Hotel in April 2024.\n\n103\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nBank commissions: Bank fees amounted to Ps.$36.2 million for the year ended December 31, 2025, an increase of Ps.$5.1 million or 16.3% from Ps.$31.1 million for the\nyear ended December 31, 2024. The increase is mainly related to the increased operations of the Vivid Hotel per its ramp up period following its commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel’s bank commissions\nexpense amounted to Ps.$10.6 million for the year ended December 31, 2025.\n\nReplacement reserve (FF&E & OS&E): Replacement reserve (FF&E & OS&E) amounted to Ps.$35.4 million for the year ended December\n31, 2025, as compared to Ps.$9.3 million for the year ended December 31, 2024. The increase corresponds mainly to the increased (ramp up) operations of the Andaz, Mondrian, and the Vivid hotel after its inaugural full year of operations.\nThe amounts attributable to the Vivid Hotel is Ps.$21.2 million; for the Andaz Hotel is Ps.$8.3 million; and for the Mondrian Hotel is Ps.$5.8 million.\n\nOperating supplies and equipment: Operating supplies and equipment amounted to Ps.$0.5 million for the year ended December 31, 2025, a decrease of Ps.$21.3 million or\n97.9% from Ps.$21.8 million for the year ended December 31, 2024. The decrease in operating supplies and equipment corresponds to expenses incurred in relation to the opening of the Vivid Hotel in 2024.\n\nOther costs: Other costs amounted to Ps.$84.9 million for the year ended December 31, 2025, a decrease of Ps.$13.3 million or 13.6% from Ps.$98.2 million for the year\nended December 31, 2024. The other costs account is mainly comprised of the amortization of credit-related expenses amounting to Ps$30.3 million, and operations-related information systems expenses amounting to Ps.$9.4 million.\n\nOther income: Other income amounted to Ps.$83.8 million for the year ended December 31, 2025, a decrease of Ps.$106.5 million or 56.0% from Ps.$190.2 million for the\nyear ended December 31, 2024. The decrease is mainly attributed to a gain in disposal of fixed assets during the twelve-month period ended December 31, 2024, and a cancellation of fees payable following a final settlement reached with a\nservice provider in December of 2025.\n\nGain (loss) on revaluation of investment property: The gain on revaluation of investment property amounted to Ps.$75.0 million for the year ended December 31, 2025.\nThe result of the twelve-month period ended December 31, 2025, is mainly related to an increase in the value determined by the external appraisers in U.S. dollars, and the currency conversion effect resulting from the appreciation of the\nMexican peso against the U.S. dollar during for the year ended December 31, 2025.\n\nChanges in fair value of warrants: Changes in fair value of warrants amounted to a gain of Ps.$63.5 million for the year ended December 31, 2025, an increase of Ps.$115.5 million or -222.3% from a\nloss of Ps.$51.9 million for the year ended December 31, 2024. due to favorable movements in the share price during the twelve-month period ended December 31, 2025.\n\nChanges in fair value of crypto assets: Changes in fair value of crypto assets amounted to a gain of Ps.$1.0 million for the year ended December 31, 2025, due to\nfavorable movements in the underlying bitcoin investment assets held during the period. Prior to the year period ended December 31, 2025, the Company did not possess nor managed any type of crypto asset.\n\nExchange rate (loss) income, net: Exchange (loss) income, net, amounted to a gain of Ps.$1,354.4 million for the year ended December 31, 2025, an increase of\nPs.$2,846.6 million or -190.8% from the year ended December 31, 2024. The increase in Exchange rate (loss) income, net, was attributable to the appreciation of the Mexican peso against the U.S. dollar for the year ended December 31, 2025,\ncompared to the year ended December 31, 2024\n\nInterest income: Interest income amounted to Ps.$14.4 million for the year ended December 31, 2025, a decrease of Ps.$20.5 million or -58.8% from Ps.$34.9 million from\nthe year ended December 31, 2024. The decrease in interest income was attributable mainly to the decrease in interest bearing assets, in addition to lower reference interest rates during the twelve-month period ended December 31, 2025,\ncompared to the twelve-month period ended December 31, 2024.\n\nInterest expense: Interest expense amounted to Ps.$1,434.8 million for the year ended December 31, 2025, an increase of Ps.$637.8 million or 80.0% from the year ended\nDecember 31, 2024. The increase is mainly related to the Senior Notes issued September 2024, for which two semi-annual coupon payments were executed during the twelve-month period ended December 31, 2025.\n\nIncome taxes: Income tax benefit amounted to Ps.$2.9 million for the year ended December 31, 2025, a change of Ps.$75.6 million or -103.9% from an income tax expense\nof Ps.$72.7 million for the year ended December 31, 2024. This increase is mainly attributable to the utilization of tax losses carryforward generated in prior years.\n\nNet (loss) profit for the period: For the reasons outlined above, the Murano Group recorded a net loss of Ps.$282.4 million for the year ended December 31, 2025, an\nincrease of Ps.$3,285.6 million, as compared to a net loss of Ps.$3,568.0 million for the year ended December 31, 2024.\n\n104\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nYear ended December 31, 2024 Compared to Year ended December 31, 2023\n\nCombined statements of profit or loss and other comprehensive income data\n\n \n\n \n\nFor the year ended December\n\n31\n\n \n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\n \n\n(In Mexican Pesos)\n\n \n\nRevenue\n\n \n\n$\n\n729,953,807\n\n \n\n \n\n$\n\n286,651,914\n\n \n\nDirect and selling, general and administrative expenses:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEmployee Benefits\n\n \n\n \n\n325,521,012\n\n \n\n \n\n \n\n158,777,211\n\n \n\nFood & Beverage and service cost\n\n \n\n \n\n98,441,323\n\n \n\n \n\n \n\n50,548,808\n\n \n\nSales commissions\n\n \n\n \n\n37,592,689\n\n \n\n \n\n \n\n12,047,140\n\n \n\nManagement fees operators\n\n \n\n \n\n23,928,681\n\n \n\n \n\n \n\n6,031,578\n\n \n\nDepreciation and amortization\n\n \n\n \n\n319,768,815\n\n \n\n \n\n \n\n135,498,890\n\n \n\nDevelopment contributions to the local area\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nProperty tax\n\n \n\n \n\n12,444,214\n\n \n\n \n\n \n\n10,062,451\n\n \n\nFees\n\n \n\n \n\n151,697,897\n\n \n\n \n\n \n\n81,161,295\n\n \n\nAdministrative fees\n\n \n\n \n\n17,540,773\n\n \n\n \n\n \n\n16,148,254\n\n \n\nMaintenance and conservation\n\n \n\n \n\n52,727,323\n\n \n\n \n\n \n\n9,676,728\n\n \n\nUtility expenses\n\n \n\n \n\n67,542,771\n\n \n\n \n\n \n\n11,806,600\n\n \n\nAdvertising\n\n \n\n \n\n53,064,373\n\n \n\n \n\n \n\n7,326,696\n\n \n\nDonations\n\n \n\n \n\n7,842,770\n\n \n\n \n\n \n\n7,676,660\n\n \n\nInsurance\n\n \n\n \n\n35,771,206\n\n \n\n \n\n \n\n14,820,097\n\n \n\nSoftware\n\n \n\n \n\n6,948,956\n\n \n\n \n\n \n\n6,744,506\n\n \n\nCleaning and laundry\n\n \n\n \n\n11,301,594\n\n \n\n \n\n \n\n9,197,151\n\n \n\nBank commissions\n\n \n\n \n\n31,109,553\n\n \n\n \n\n \n\n8,317,475\n\n \n\nOperating supplies and equipment\n\n \n\n \n\n21,804,534\n\n \n\n \n\n \n\n-\n\n \n\nOther costs\n\n \n\n \n\n107,481,760\n\n \n\n \n\n \n\n62,238,994\n\n \n\nTotal direct and selling, general and administrative expenses\n\n \n\n \n\n1,382,530,244\n\n \n\n \n\n \n\n608,080,534\n\n \n\nOther income\n\n \n\n \n\n190,235,287\n\n \n\n \n\n \n\n25,560,552\n\n \n\nOther expenses\n\n \n\n \n\n(5,474,442\n\n)\n\n \n\n \n\n(9,801,077\n\n)\n\nListing expense\n\n \n\n \n\n(917,366,970\n\n)\n\n \n\n \n\n-\n\n \n\nGain (loss) on revaluation of investment property\n\n \n\n \n\n239,508,510\n\n \n\n \n\n \n\n(86,598,436\n\n)\n\nChange in fair value of financial derivative instruments\n\n \n\n \n\n(43,348,480\n\n)\n\n \n\n \n\n(75,868,263\n\n)\n\nChange of fair value of warrants\n\n \n\n \n\n(51,946,426\n\n)\n\n \n\n \n\n-\n\n \n\nExchange rate (loss) income, net\n\n \n\n \n\n(1,492,245,569\n\n)\n\n \n\n \n\n768,699,652\n\n \n\nInterest income\n\n \n\n \n\n34,942,822\n\n \n\n \n\n \n\n8,845,532\n\n \n\nInterest expense\n\n \n\n \n\n(797,018,177\n\n)\n\n \n\n \n\n(303,746,643\n\n)\n\n(Loss) profit before income taxes\n\n \n\n \n\n(3,495,289,882\n\n)\n\n \n\n \n\n5,662,697\n\n \n\nIncome taxes\n\n \n\n \n\n(72,675,696\n\n)\n\n \n\n \n\n52,130,224\n\n \n\nNet (loss) profit for the period\n\n \n\n$\n\n(3,567,965,578\n\n)\n\n \n\n$\n\n57,792,921\n\n \n\nRevenue: Revenue amounted to Ps.$730.0 million for the year ended December 31, 2024, an increase of Ps.$443.3 million or 154.6% from Ps.$286.7 million\nfrom the year ended December 31, 2023. The increase is mainly attributable to the opening of the Vivid Hotel, which generated revenue of Ps.$265.7 million. The remaining increase is mainly related to the continuing operations of the Andaz\nHotel and the Mondrian Hotel, which amounted to Ps.$296.0 million for the year ended December 31, 2024, compared to Ps.$187.0 million for the year ended December 31, 2023, and Ps.$168.1 million for the year ended December 31, 2024, compared\nto Ps.$114.6 million for the year ended December 31, 2023, respectively. The Vivid Hotel’s revenue during 2024 was Ps.$265.7 million, comprising: (1) 88.3% package income, and (2) 11.7% non-package income. The Andaz Hotel’s revenue during\n2024 was Ps.$296.2 million, comprising: (1) 63.0% room income, (2) 31.0% food and beverage income, and (3) 6.0% other income. The Mondrian Hotel´s revenue during 2024 was Ps.$168.1 million, comprising (1) 77.0% room income, (2) 17.9% food\n& beverage income, and (3) 5.0% other income.\n\n105\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nEmployee Benefits: Employee benefits amounted to Ps.$325.5 million for the year ended December 31, 2024, an\nincrease of Ps.$166.7 million or 105% from the year ended December 31, 2023. The increase is mainly attributable to increase in payroll related expenses since the commencement of hotel operations of the Vivid hotel in April 2024. Our employee benefits cost of sales consisted of salaries of Ps.$289.8 million for the year ended December 31, 2024, an increase of Ps.$147.5 million compared to Ps.$142.3 million for the year ended\nDecember 31, 2023; social security and employee food expenses represented the remaining Ps.$35.7 million for the year ended December 31, 2024, an increase of Ps.$19.1 million compared to Ps.$16.6 million for the year ended December 31,\n2023.\n\nFood & Beverage and service cost: Food & beverage and service cost amounted to Ps.$98.4 million for the year ended December 31, 2024, an\nincrease of Ps.$47.9 million or 94.7% from Ps.$50.5 million for the year ended December 31, 2023. The increase in food & beverage and service cost is mainly attributable to the commencement of operations of the Vivid Hotel in April\n2024. The Vivid hotel food & beverage and service cost for the year ended December 31, 2024 was Ps.$62.8 million. The Andaz Hotel food & beverage and service cost for the year ended December 31, 2024 was Ps.$25.6 million, an\nincrease of Ps.$11.8 million compared to Ps.$13.8 million for the year ended December 31, 2023. The Mondrian Hotel food & beverage and service cost for the year ended December 31, 2024 was of Ps.$10.0 million, a decrease of Ps.$3.8\nmillion compared to Ps.$13.8 million for the year ended December 31, 2023.\n\nSales commissions: Sales commissions amounted to Ps.$37.6 million for the year ended December 31, 2024 as compared to Ps.$12.0 million for the year\nended December 31, 2023. The amount corresponds mainly to the commissions incurred for services provided by independent online travel agencies such as Expedia and Booking. The amounts attributable to the Vivid Hotel is Ps.$5.7 million; for\nthe Andaz Hotel is Ps.$29.2 million; and for the Mondrian Hotel is Ps.$2.7 million.\n\nManagement fees operators: Management fees operators amounted to Ps.$23.9 million for the year ended December 31, 2024 as compared to Ps.$6.0 million\nfor the year ended December 31, 2023. The amount corresponds mainly to management services provided by Hyatt and Accor. Vivid Hotel incurred in Ps. $7.9 million, while Andaz Hotel incurred in Ps.$11.9 million, and Mondrian Hotel incurred\nPs.$4.2 million.\n\nDepreciation and amortization: Depreciation and amortization amounted to Ps.$319.8 million for the year ended December 31, 2024, an increase of\nPs.$184.3 million from the year ended December 31, 2023. The increase corresponds mainly to the placement into operations of the Vivid Hotel Complex’s assets which were transferred from construction in process to fixed assets. The\ndepreciation and amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and equipment and Ps.$43.9 million for right of use assets, respectively.\n\nProperty tax: Property tax amounted to Ps.$12.4 million for the year ended December 31, 2024, an increase of Ps.$2.4 million or 23.7% from Ps.$10.1\nmillion for the year ended December 31, 2023. The increase in the property tax is mainly attributable to the Insurgentes 421 Hotel Complex.\n\nFees: Fees amounted to Ps.$151.7 million for the year ended December 31, 2024, an increase of Ps.$70.5 million or 86.9% from Ps.$81.2 million for the\nyear ended December 31, 2023. The increase is mainly related to the professional services in preparation for the Rated Notes issuance in September 12, 2024.\n\nAdministrative fees: Administrative fees amounted to Ps.$17.5 million for the year ended December 31, 2024, an increase of Ps.$1.4 million or 8.6% from\nPs.$16.1 million for the year ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April, 2024; Administrative fees for the Vivid Hotel for the year ended December 31, 2024 amounted\nto Ps.$1.6 million, compared to Ps.$0.0 million for the year ended December 31, 2023.Maintenance and conservation: Maintenance and conservation amounted to\nPs.$52.7 million for the year ended December 31, 2024, an increase of Ps.$43.1 million or 444.9% from Ps.$9.7 million the year ended December 31, 2023. This expense increase is attributable mostly to the commencement of operations of the\nVivid Hotel in April 2024. Prior to its opening, the Vivid Hotel incurred in maintenance and conservation expenses mostly related to minor fixes of installations and equipment. Maintenance and conservation expense for Vivid Hotel Complex\nfor the year ended December 31, 2024 is Ps.$18.8 million. Additionally, the Andaz and Mondrian Hotel Complex´s maintenance and conservation expense amounted to Ps.$28.2 million, mostly attributable to engineering services and\nwater-and-sewage related maintenance and conservation, which amounted to Ps.$16.0 million and Ps.$2.3 million respectively. Utility expenses: Utility expenses amounted to Ps.$67.5 million for the\nyear ended December 31, 2024, an increase of Ps.$55.7 million or 472.1% from Ps.$11.8 million for the year ended December 31, 2023. This expense increase is mainly attributable to the commencement of operations of the Vivid Hotel in April\n2024. Utility expenses for the Vivid Hotel for the year ended December 31, 2024 amounted to Ps.$30.6 million.\n\nAdvertising: Advertising amounted to Ps.$53.1 million for the year ended December 31, 2024, an increase of Ps.$45.7 million or 624.3% from Ps.$7.3\nmillion for the year ended December 31, 2023. This expense increase is mainly attributable to the advertising efforts related to the commencement of operations of the Vivid Hotel in April 2024. Advertising for the Vivid Hotel for the year\nended December 31, 2024 amounted to Ps.$37.8 million, compared to Ps.$0.2 million for the year ended December 31, 2023.\n\n106\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nDonations: Donations amounted to Ps.$7.8 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 2.2% from Ps.$7.7 million for\nthe year ended December 31, 2023. The donation expense is mostly attributable to a donation granted to the UNICEF International Council to support the transformation of education in Mexico that amounted for PS.$7.8 million.\n\nInsurance: Insurance amounted to Ps.$35.8 million for the year ended December 31, 2024, an increase of Ps.$21.0 million or 141.4% from Ps.$14.8 million\nfor the year ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel Complex insurance expense amounted to Ps.$16.4 million for the year ended December 31,\n2024.\n\nSoftware: Software amounted to Ps.$6.9 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 3.0% from the year ended\nDecember 31, 2023. The increase is mainly related to the structural preparations for the commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel software expense amounted to Ps.$3.1 million for the year ended December\n31, 2024.\n\nCleaning and laundry: Cleaning and laundry amounted to Ps.$11.3 million for the year ended December 31, 2024, an increase of Ps.$2.1 million or 22.9%\nfrom the year ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April 2024.\n\nBank commissions: Bank fees amounted to Ps.$31.1 million for the year ended December 31, 2024, an increase of Ps.$22.8 million or 274.0% from Ps.$8.3\nmillion for the year ended December 31, 2023, which corresponds to the increase in the interest income accrued by short-term investments.\n\nOther costs: Other costs amounted to Ps.$107.5 million for the year ended December 31, 2024, an increase of Ps.$45.2 million or 72.7% from Ps.$62.2\nmillion for the year ended December 31, 2023. The increase is mainly related to ramp up expenses mainly attributable to the commencement of operations of the Vivid Hotel in April 2024 as well as the additional expenses derived from the\ngrowing operations from the Andaz and Mondrian Hotels.\n\nGain (loss) on revaluation of investment property: The gain on revaluation of investment property amounted to Ps.$239.5 million for the year ended\nDecember 31, 2024, an increase of Ps.$326.1 million or (376.6)% from the Loss of Ps.$86.6 million during the year ended December 31, 2023. The increase is mainly related to an increase in the value determined by the external appraisers in\nU.S. dollars, and the currency conversion effect resulting from the depreciation of the Mexican peso against the U.S. dollar during for the year ended December 31, 2024.\n\nInterest income: Interest income amounted to Ps.$34.9 million for the year ended December 31, 2024, an increase of Ps.$26.1 million or 295.0% from\nPs.$8.8million from the year ended December 31, 2023. The increase in interest income was attributable mainly to the increase in interest bearing assets during 2024, including Ps.$8.7 million accrued on amounts due from related parties and\nPs.$22.6 million from favorable interest received from financial institutions.\n\nInterest expense: Interest expense amounted to Ps.$797.0 million for the year ended December 31, 2024, an increase of Ps.$493.3 million or 162.4% from\nthe year ended December 31, 2023. The increase is mainly related the interest of Insurgentes 421 Bancomext loan and GIC I interest of Vivid Hotel as there are no longer capitalized in the asset value and were booked directly to the profit\nand loss statement in 2024 compared to the year ended December 31, 2023.\n\nExchange rate loss, net: Foreign exchange income, net, amounted to a loss of Ps.$1,492.2 million for the year ended December 31, 2024, a decrease of\nPs.$2,260.9 million or 294.1% from the year ended December 31, 2023. The decrease in foreign exchange income, net transactions was attributable to the depreciation of the Mexican peso against the U.S. dollar for the year ended December 31,\n2024, compared to the year ended December 31, 2023 as well as the increase in loans denominated in U.S. dollars.\n\n107\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nValuation of financial derivative instruments: Valuation of financial derivative instruments amounted to a loss of Ps.$43.3 million for the year ended\nDecember 31, 2024, a decrease of Ps.$32.5 million or 42.9% from a loss of Ps.$75.9 million for the year ended December 31, 2023 due to unfavorable movements in the yield curve.\n\nOther income: Other income amounted to Ps.$190.2 million for the year ended December 31, 2024, an increase of Ps.$164.7 million or 644.3% from Ps.$25.6\nmillion for the year ended December 31, 2023. The increase is mainly related to a gain in sale of equipment due to a discount from a vendor on purchase of furniture and fixtures granted subsequent to purchase, and also subsequent to the\nsale and leaseback of said furniture and fixtures to an unrelated third party.\n\nOther expenses: Other expenses amounted to Ps.$5.5 million for the year ended December 31, 2024, a decrease of Ps.$4.3 million or 44.1% from Ps.$9.8\nmillion for the year ended December 31, 2023.\n\nIncome taxes: Income taxes amounted to Ps.$72.7 million for the year ended December 31, 2024, a change of Ps.$124.8 million or 239.4% from an income\ntax benefit of Ps.$52.1 million for the year ended December 31, 2023. The decrease is mainly related to the increase in the allowance of NOLs as result of losses in exchange rates in 2024.\n\nNet profit (loss) for the period: For the reasons outlined above, the Murano Group recorded a net loss of Ps.$3,568.0 million for the year ended\nDecember 31, 2024, a decrease of Ps.$3,625.8 million, as compared to a net profit of Ps.$57.8 million for the year ended December 31, 2023.\n\nOther Financial Data\n\n \n\n \n\nFor the year ended December 31\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nPs. Change\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nEBITDA(1)\n\n \n\n \n\n1,468,266,622\n\n \n\n \n\n \n\n(2,378,502,890\n\n)\n\n \n\n \n\n3,846,769,512\n\n \n\nAdjusted EBITDA(2)\n\n \n\n \n\n1,468,266,622\n\n \n\n \n\n \n\n(2,313,741,968\n\n)\n\n \n\n \n\n3,782,008,590\n\n \n\n(1)\n\nWe define EBITDA as a measure that reflects net (loss) profit for the period, excluding interest expense, income taxes, depreciation and amortization. The following table reconciles our net (loss) profit\nfor the period for the period, our most directly comparable measure under IFRS, to EBITDA:\n\n \n\n \n\nFor the Year Ended December 31\n\n \n\n \n\nVariance\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nPs. Change\n\n \n\n \n\n% Change\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nNet (loss) for the period\n\n \n\n \n\n(282,380,535\n\n)\n\n \n\n \n\n(3,567,965,578\n\n)\n\n \n\n \n\n3,285,585,043\n\n \n\n \n\n \n\n(92.1\n\n)%\n\nAdd (deduct):\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncome taxes\n\n \n\n \n\n(2,899,267\n\n)\n\n \n\n \n\n72,675,696\n\n \n\n \n\n \n\n(75,574,963\n\n)\n\n \n\n \n\n(103.9\n\n)%\n\nInterest expenses\n\n \n\n \n\n1,465,110,800\n\n \n\n \n\n \n\n797,018,177\n\n \n\n \n\n \n\n668,092,623\n\n \n\n \n\n \n\n83.8\n\n%\n\nDepreciation and amortization\n\n \n\n \n\n288,435,624\n\n \n\n \n\n \n\n319,768,815\n\n \n\n \n\n \n\n(31,333,191\n\n)\n\n \n\n \n\n(9.8\n\n)%\n\nEBITDA\n\n \n\n \n\n1,468,266,622\n\n \n\n \n\n \n\n(2,378,502,890\n\n)\n\n \n\n \n\n3,846,769,512\n\n \n\n \n\n \n\n(161.7\n\n)%\n\nTransaction related expenses\n\n \n\n \n\n-\n\n \n\n \n\n \n\n64,760,922\n\n \n\n \n\n \n\n(64,760,922\n\n)\n\n \n\n \n\n(100.0\n\n)%\n\nAdjusted EBITDA\n\n \n\n \n\n1,468,266,622\n\n \n\n \n\n \n\n(2,313,741,968\n\n \n\n \n\n \n\n3,782,008,590\n\n \n\n \n\n \n\n(163.5\n\n)%\n\n(2)\n\nWe defined Adjusted EBITDA as EBITDA further adjusted to exclude transaction-related expenses derived from the Business Combination. The following table reconciles Adjusted EBITDA to EBITDA:\n\n108\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n \n\n \n\nFor the Year Ended December 31\n\n \n\n \n\nVariance\n\n \n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\nPs. Change\n\n \n\n \n\n% Change\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nNet profit (loss) for the period\n\n \n\n \n\n(3,567,965,578\n\n)\n\n \n\n \n\n57,792,921\n\n \n\n \n\n \n\n(3,625,758,499\n\n)\n\n \n\n \n\n(6237.7\n\n)%\n\nAdd (deduct):\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncome taxes\n\n \n\n \n\n72,675,696\n\n \n\n \n\n \n\n(52,130,224\n\n)\n\n \n\n \n\n124,805,920\n\n \n\n \n\n \n\n(239.4\n\n)%\n\nInterest expense\n\n \n\n \n\n797,018,177\n\n \n\n \n\n \n\n303,746,643\n\n \n\n \n\n \n\n493,271,534\n\n \n\n \n\n \n\n162.4\n\n%\n\nDepreciation and amortization\n\n \n\n \n\n319,768,815\n\n \n\n \n\n \n\n135,498,890\n\n \n\n \n\n \n\n184,269,925\n\n \n\n \n\n \n\n136.0\n\n%\n\nEBITDA\n\n \n\n \n\n(2,378,502,890\n\n)\n\n \n\n \n\n444,908,230\n\n \n\n \n\n \n\n(2,823,411,120\n\n)\n\n \n\n \n\n(634.6\n\n)%\n\n \n\n \n\nFor the year ended December 31\n\n \n\n \n\nVariance\n\n \n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\nPs. Change\n\n \n\n \n\n% Change\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nEBITDA\n\n \n\n \n\n(2,378,502,890\n\n)\n\n \n\n \n\n444,908,230\n\n \n\n \n\n \n\n(2,823,411,120\n\n)\n\n \n\n \n\n(634.6\n\n)%\n\nTransaction related expenses\n\n \n\n \n\n64,760,922\n\n \n\n \n\n \n\n56,005,510\n\n \n\n \n\n \n\n8,755,412\n\n \n\n \n\n \n\n15.6\n\n%\n\nAdjusted EBITDA\n\n \n\n \n\n(2,313,741,968\n\n)\n\n \n\n \n\n500,913,740\n\n \n\n \n\n \n\n(2,814,655,708\n\n)\n\n \n\n \n\n(561.9\n\n)%\n\nOperating Data\n\n \n\n \n\n \n\n \n\n \n\nFor the Year Ended December 31,\n\n2025\n\n \n\n \n\n \n\nRevPAR(1)\n\n \n\n \n\nADR(2)\n\n \n\n \n\nOccupancy(3)\n\n \n\n \n\n \n\n(in Mexican Pesos)\n\n \n\n \n\n%\n\n \n\nAndaz Hotel\n\n \n\n$\n\n3,514\n\n \n\n \n\n$\n\n4,614\n\n \n\n \n\n \n\n76.2\n\n \n\nMondrian Hotel\n\n \n\n$\n\n2,425\n\n \n\n \n\n$\n\n3,710\n\n \n\n \n\n \n\n52.5\n\n \n\nVivid Hotel\n\n \n\n$\n\n3,120\n\n \n\n \n\n$\n\n4,540\n\n \n\n \n\n \n\n68.7\n\n \n\nOperating Data\n\n \n\n \n\n \n\n \n\n \n\nFor the Year Ended December 31,\n\n2024\n\n \n\n \n\n \n\nRevPAR(1)\n\n \n\n \n\nADR(2)\n\n \n\n \n\nOccupancy(3)\n\n \n\n \n\n \n\n(in Mexican Pesos)\n\n \n\n \n\n%\n\n \n\nAndaz Hotel\n\n \n\n$\n\n2,393\n\n \n\n \n\n$\n\n4,085\n\n \n\n \n\n \n\n58.6\n\n \n\nMondrian Hotel\n\n \n\n$\n\n2,511\n\n \n\n \n\n$\n\n3,710\n\n \n\n \n\n \n\n52.2\n\n \n\nVivid Hotel\n\n \n\n$\n\n2,053\n\n \n\n \n\n$\n\n3,834\n\n \n\n \n\n \n\n53.6\n\n \n\n(1)\n\nWe calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period.\n\n(2)\n\nADR represents hotel room revenue divided by the total number of room nights sold in a given period.\n\n(3)\n\nOccupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.\n\n \n\n \n\nFor the Year Ended December 31,\n\n2023\n\n \n\n \n\n \n\nRevPAR\n\n \n\n \n\nADR\n\n \n\n \n\nOccupancy\n\n \n\n \n\n \n\n(in Mexican Pesos)\n\n \n\n \n\n%\n\n \n\nMondrian Hotel(1)\n\n \n\n$\n\n2,511\n\n \n\n \n\n$\n\n3,710\n\n \n\n \n\n \n\n52.2\n\n \n\n(1)\n\nThe revenue metrics are presented only for the Mondrian Hotel as it was the only hotel in operation as of December 31, 2023.\n\n109\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nB.\n\nLiquidity and Capital Resources\n\nOverview\n\nSince our inception, we have financed our development projects and operations primarily from capital contributions from our shareholders and borrowings under different financing arrangements.\nAs of December 31, 2025, our total debt was Ps.$10,719.6 million (US$597.1 million). Since then, we have not incurred in additional indebtedness.\n\nWe currently estimate the total remaining development and construction costs of the Projects to be completed to be approximately U.S.$670 million. These are preliminary estimates and while we\nbelieve that our overall budget for the construction costs for these properties is reasonable as of the date of this Report, these costs are only estimates, and the actual final costs to develop may be significantly higher than expected.\n\nWe currently expect that the Business Combination, together with borrowings under our existing financings and issuance of the 2031 Notes, will not be sufficient to fund the currently\nforeseeable budget of our property development projects and/or otherwise be sufficient to fulfill our business strategy. Therefore, we will need additional capital in the future. Our ability to obtain bank financing or to access the capital\nmarkets for future debt or equity offerings may be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our\nexisting debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control. Therefore, we cannot assure you that we will be able to obtain additional capital and/or that we will be\nable to obtain bank financing or access the capital markets on commercially reasonable terms or at all; for further details, see “Note 2c—Basis of preparation in the Murano Group Combined Financial\nStatements.”\n\nIn addition, as discussed under “Item 4.A—Recent Developments—Potential Corporate Reorganization,” following the completion of the contemplated debt\nrestructuring, management has considered a potential corporate reorganization, and any such reorganization may involve transactions between affiliated entities, subject to applicable approvals and definitive documentation. Any such\ncorporate reorganization has not been finalized and may not be pursued or consummated, and there can be no assurance that it would achieve the intended objectives. See “Item 3.D. Risk Factors—We have\nconsidered, and may in the future pursue, a corporate reorganization that could materially and adversely affect holders of our ordinary share.”\n\nFollowing the failure by the Issuer Trust to make scheduled interest payments under the 2031 Notes, we engaged in discussions with the Ad Hoc Group of holders of the 2031 Notes representing\nmore than 81% of the aggregate principal amount outstanding. On March 10, 2026, we entered into the Lock-Up agreement with such noteholders reflecting an agreement on the key terms of a proposed consensual restructuring transaction relating\nto the 2031 Notes, as set forth in the agreed Term Sheet. The proposed 2031 Notes Restructuring remains subject to the negotiation, execution and delivery of definitive documentation and the satisfaction of other conditions, and there can\nbe no assurance that it will be consummated on the terms described in the Term Sheet. See “Item 3.D. Risk Factors” and “Debt” below.\n\nRecent Transactions Affecting our Liquidity and Capital Resources\n\nRestructuring Discussions and Lock-Up Agreement Relating to the 2031 Notes\n\nOn March 10, 2026, we entered the Lock-Up Agreement reflecting an agreement on the key terms of the 2031 Notes Restructuring, as set forth in the agreed Term Sheet. The proposed transaction\nremains subject to the negotiation, execution and delivery of definitive documentation and the satisfaction of other conditions, and there can be no assurance that it will be consummated on the terms described in the Term Sheet. We expect\nthis process to remain a significant factor affecting our liquidity, capital resources and going concern assessment.\n\nYear ended December 31, 2025 compared to year ended December 31, 2024\n\nThe following table from the Combined Statement of Cash Flows summarizes Murano Group’s cash flows for the years ended December 31, 2025 and 2024:\n\n \n\n \n\nFor the Year Ended December\n\n31\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\nVariance\n\n \n\n \n\n \n\nPs.\n\n \n\n \n\nPs.\n\n \n\n \n\nPs.\n\n \n\n \n\n%\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nNet cash flows (used in) from operating activities\n\n \n\n$\n\n92,845,698\n\n \n\n \n\n$\n\n(94,808,362\n\n)\n\n \n\n \n\n187,654,060\n\n \n\n \n\n \n\n(197.9\n\n)%\n\nNet cash flows used in investing activities\n\n \n\n \n\n(267,195,220\n\n)\n\n \n\n \n\n(1,079,765,332\n\n)\n\n \n\n \n\n812,570,112\n\n \n\n \n\n \n\n(75.3\n\n)%\n\nNet cash flows (used in) from financing\n\nactivities\n\n \n\n \n\n(522,325,821\n\n)\n\n \n\n \n\n1,998,618,817\n\n \n\n \n\n \n\n(2,520,944,638\n\n)\n\n \n\n \n\n(126.1\n\n)%\n\nNet (decrease) increase in cash and cash equivalents and restricted cash\n\n \n\n$\n\n(696,675,343\n\n)\n\n \n\n$\n\n824,045,123\n\n \n\n \n\n \n\n(1,520,720,466\n\n)\n\n \n\n \n\n(184.5\n\n)%\n\nCash flows from operating activities\n\nNet cash from operating activities was Ps.$92.8 million for the year ended December 31, 2025, while for the year ended December 31, 2024, there was net cash used in operating activities of\nPs.$94.8 million. The increase is mainly attributed to the growth in operations of the Company’s operating assets (Vivid, Andaz, and Mondrian hotels) per their natural ramp up period, particularly for the Vivid Hotel following its\ncommencement of operations in April 2024.\n\nNet cash from operating activities consisted of a loss before income tax of Ps.$285.3 million for the year ended December 31, 2025, adjusted for non-cash and non-operating cash flow items and\nthe effect of changes in working capital. Non-operating cash flow adjustments principally included Ps.$1,444.8 million derived from interest expense, and Ps.$20.3 million derived from interest expense from lease liabilities, while non-cash\nitems included Ps.$1,388.7 million from Net foreign exchange gain (loss) unrealized, Ps.$237.7 million from the depreciation of property, construction in process and equipment, and Ps.$75.0 million from (gain) loss on revaluation of\ninvestment property.\n\n110\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCash flows from investing activities\n\nNet cash used in investing activities was Ps.$267.2 million for the year ended December 31, 2025, a decrease of Ps.$812.6 million or (75.3)% from the year ended December 31, 2024, primarily\ndue to the Vivid Hotel commencing operations in April 2024, thus ceasing its capex investing requirements thereon.\n\nCash flows from financing activities\n\nNet cash provided by financing activities was Ps.$(522.3) million for the year ended December 31, 2025, a decrease of Ps.$2,520.9 or (126.1)% from the year ended December 31, 2024. Overall,\nproceeds from new borrowings provided to Murano Group decreased by Ps.$8,405.4 million and interest paid increased Ps.$164.1 million.\n\nYear ended December 31, 2024 compared to year ended December 31, 2023\n\nThe following table from the Combined Statement of Cash Flows summarizes Murano Group’s cash flows for the years ended December 31, 2024 and 2023:\n\n \n\n \n\nFor the Year Ended December 31\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\nVariance\n\n \n\n \n\n \n\nPs.\n\n \n\n \n\nPs.\n\n \n\n \n\nPs.\n\n \n\n \n\n%\n\n \n\n \n\n \n\n(in Mexican pesos)\n\n \n\nNet cash flows (used in) from operating activities\n\n \n\n$\n\n(94,808,362\n\n)\n\n \n\n$\n\n165,206,337\n\n \n\n \n\n$\n\n(260,014,699\n\n)\n\n \n\n \n\n(157.4\n\n)%\n\nNet cash flows used in investing activities\n\n \n\n \n\n(1,079,765,332\n\n)\n\n \n\n \n\n(1,697,602,022\n\n)\n\n \n\n \n\n617,836,690\n\n \n\n \n\n \n\n(36.4\n\n)%\n\nNet cash flows from financing\n\nactivities\n\n \n\n \n\n1,998,618,817\n\n \n\n \n\n \n\n1,438,010,614\n\n \n\n \n\n \n\n560,608,203\n\n \n\n \n\n \n\n39.0\n\n%\n\nNet (decrease) increase in cash and cash equivalents and restricted cash\n\n \n\n$\n\n824,045,123\n\n \n\n \n\n$\n\n(94,385,071\n\n)\n\n \n\n \n\n918,430,194\n\n \n\n \n\n \n\n(973.1\n\n)%\n\nCash flows from operating activities\n\nNet cash from operating activities was Ps.$94.8 million for the year ended December 31, 2024, while for the year ended December 31, 2023 there was net cash from operating activities of\nPs.$165.2 million.\n\nNet cash from operating activities consisted of a loss before income tax of Ps.$3,495.3 million for the year ended December 31, 2024, adjusted for non-cash and non-operating cash flow items\nand the effect of changes in working capital. Non-operating cash flow adjustments principally included Ps.$917.4 million derived from listing expense of the Rated Notes listed September 12, 2024, and Ps.$775.7 million derived from interest\nexpense, while non-cash items included Ps.$271.5 million from the depreciation of property, plant and equipment, which was mainly attributable to the commencement of operations of the Vivid Hotel and its corresponding placement into\noperations of the Vivid Hotel Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and equipment.\nAdditional non-cash items included Ps.$66.4 million from the amortization of costs to obtain loans and commissions, and Ps.$1,514.4 million of effect in foreign exchange rates. Net changes in working capital, which amounted to Ps.$67.9\nmillion, were mainly attributable to an increase in trade payables for Ps.$266.8 million, a decrease mainly by Ps.$125.7 million related to the obtainment of a Value Added Tax reimbursement, from an outstanding balance of Value Added Tax\npending to be collected from GIC Complex, which increased Ps.$112.4 million or 844.5% from the year ended December 31, 2023, and an increase in trade receivables for Ps.$47.7 million.\n\nCash flows from investing activities\n\nNet cash used in investing activities was Ps.$1,079.8 million for the year ended December 31, 2024, a decrease of Ps.$617.8 million or 36.4% from the year ended December 31, 2023 primarily due\nto the Vivid Hotel commencing operations in April 2024, thus ceasing its capex investing requirements.\n\n111\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCash flows from financing activities\n\nNet cash provided by financing activities was Ps.$1,998.6 million for the year ended December 31, 2024, an increase of Ps.$560.6 or 39.0% from the year ended December 31, 2023. Overall,\nproceeds from new borrowings provided to Murano Group amounted to Ps.$8,964 million, increasing by Ps.$6,848 million and interest paid increased Ps.$308.0 million compared to the twelve-month period ended December 31, 2023. Offsetting cash\nflows from financing principally included Ps.$6,020 million derived from loan payments to third parties, interest paid amounting to Ps.$565.8 million, and Ps.$476.2 million derived from loan payments to related parties.\n\nCapital Expenditures\n\nFor the years ended December 31, 2025 and 2024 and 2023, our capital expenditures amounted to Ps.$282.6 million, Ps.$1,331.8 million, and Ps.$1,719.3 million, respectively. This decrease was\nmainly driven by the expenditures related to the construction of GIC I Hotel, part of the GIC Complex, materially reducing after the Vivid Hotel’s commencement of operations in April 2024.\n\nStandby Equity Purchase Agreement\n\nOn June 11, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA”). Pursuant to the SEPA, we have the\nright, but not the obligation, to sell to YA, from time to time and at our discretion, up to $500.0 million (the “Commitment Amount”) of our ordinary shares, during the 36-month period following the execution of the SEPA, subject to the\nterms, conditions and limitations set forth therein.\n\nDuring January and February 2026, we issued ordinary shares to YA pursuant to the SEPA, generating aggregate gross proceeds of approximately U.S.$4.4 million. As of the date of this Report, we\nhave issued 2,601,570 ordinary shares to YA as consideration for YA’s irrevocable commitment to purchase our ordinary shares up to the Commitment Amount.\n\nThe SEPA provides us with an additional potential source of liquidity and flexibility to raise equity capital to support our operations, ongoing projects and general corporate purposes. The\ntiming and amount of any future issuances under the SEPA will be determined at our discretion, and there can be no assurance that we will sell any additional shares under the SEPA.\n\nRegistration Statement on Form F-1\n\nIn June 2025, the Company filed a registration statement on Form F‑1 (Registration No. 333‑288232) with the SEC, which was declared effective on the same month. The registration statement\nregisters (i) the offer and resale, from time to time, of ordinary shares of the Company by certain selling securityholders, and (ii) an aggregate of 51,852,657 ordinary shares that the Company may issue from time to time, in one or more\ntransactions, in amounts, at prices, and on terms to be determined at the time of sale, pursuant to the SEPA.  As of the date of this Report, we have issued 2,601,570 ordinary shares to YA as consideration for YA’s irrevocable commitment to\npurchase our ordinary shares up to the Commitment Amount, under the SEPA.\n\nThe Company will not receive any proceeds from the sale of ordinary shares by the selling securityholders pursuant to the registration statement. However, the Company may receive proceeds from\nthe issuance and sale of ordinary shares to YA under the SEPA, subject to the terms and conditions thereof.\n\nThe registration statement does not obligate the Company to issue or sell any securities. The timing and amount of any issuances or resales of ordinary shares pursuant to the registration\nstatement will depend on market conditions and other factors, and there can be no assurance as to the timing or volume of any such transactions.\n\n112\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nDebt\n\nAs of December 31, 2025, our debt with third parties amounted to Ps.$10,719.6 million (U.S.$597.1 million) and our debt with related parties amounted to Ps.$198.1 million (U.S.$11.0 million),\nincluding accrued interest and the exchange difference generated from the U.S. dollar-denominated loans.\n\nFor the year ended December 31, 2025, interest expense on our borrowings amounted to Ps.$1,465.1 million directly recognized in the Consolidated Statement of Profit or Loss.\n\nThe agreements referred to below include covenants and restrictions that require, among other things, to provide the lenders, quarterly and annually, with Murano’s internal financial statements and compliance\nwith certain ratios and reserve funds. Non-compliance with such requirements constitutes an event of default under which the respective loan may become immediately due and payable. For discussions of certain defaults that are outstanding\nand that have been waived, and potential consequences, with respect to our debt, see “Item 3.D—Risk Factors - “We may not be able to generate sufficient cash to\nservice all our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful” and “We have substantial debt that may be\ncalled on demand of lender due to breach in covenants that may happen in the future”.\n\nAlso refer to Note 10 of the Consolidated and Combined Financial Statements for more information about defaults that are all outstanding.\n\n11% Senior Secured Notes due 2031\n\nIn September 2024, we completed the issuance of an aggregate principal amount of US$300.0 million of our 11% senior secured notes pursuant to the Indenture. The following description reflects\nthe terms of the 2031 Notes under the Indenture as currently in effect, prior to giving effect to any contemplated restructuring transaction. The 2031 Notes will mature on September 2031 and bear interest rate of (a) 11.00% per annum\npayable in cash, and (b) from the issuance date to September 2027, 2.00% per annum payable in kind (the “PIK Interest”) at a total rate of 13.00% by capitalizing such PIK Interest (and increasing the principal amount of the outstanding\nNotes in an amount equal to such PIK Interest) or by issuing PIK Notes (as such term is defined in the Indenture), payable on a semi-annual basis. The 2031 Notes were issued by the Issuer Trust and guaranteed by Operadora GIC I, CIB/3224\nTrust, GIC I Trust and Murano PV, and backed primarily by cash flows from the GIC I Hotel. The Indenture governing these notes imposes certain conditions upon a consolidation or merger by us and restricts the incurrence of liens and the\nentering into sale and leaseback transactions by us and our significant subsidiaries, among other restrictive covenants.\n\nProceeds from the 2031 Notes were used to refinance existing debt facilities of the Murano Group (including the GIC I Loan), fund a debt service reserve, cover transaction fees, fund working\ncapital and finance the completion of the GIC I Hotel. This was Murano’s first major debt capital markets transaction as a public firm, and it was oversubscribed. This financing improved Murano’s capital structure and liquidity, reducing\nrefinancing risk. The 2031 Notes received credit ratings (Ba1/BB) and were placed with institutional investors under Rule 144A/Reg S.\n\nPayment Default; Discussions with Noteholders\n\nOn September 12, 2025, and March 12, 2026, the Issuer Trust did not make the scheduled interest payments due on such dates in respect of the 2031 Notes under the Indenture. The Relevant 2031\nNotes Defaults resulted in payment defaults under the 2031 Notes and, following the expiration of the applicable grace period(s), Events of Default occurred under the Indenture. On October 15, 2025, the Company reported that a default had\noccurred with respect to the interest payment due on September 12, 2025 in connection with the 2031 Notes. Since that time, the Company has been engaged in discussions with holders of the 2031 Notes and their advisors regarding a potential\nconsensual restructuring of the 2031 Notes.\n\nProposed consensual restructuring; Lock-Up Agreement and Term Sheet\n\nOn March 10, 2026, the Company announced that it had reached an agreement with the Ad Hoc Group representing more than 81% of the aggregate principal amount of the 2031 Notes outstanding on\nthe key terms of a proposed restructuring transaction relating to the 2031 Notes, as set forth in the Term Sheet. On the same date, the Company and certain of its subsidiaries entered into the Lock-Up Agreement to support the implementation\nof the proposed transaction.\n\nThe Term Sheet contemplates that the proposed transaction may be implemented either (i) through amendments to the documentation governing the 2031 Notes if the consent of 100% of holders is\nobtained, or (ii) if such 100% consent is not obtained, through a voluntary out-of-court exchange of the 2031 Notes for New Notes on a dollar-for-dollar basis coupled with a related consent solicitation. The Term Sheet further contemplates,\namong other things, an extension of maturity to September 2032, modified interest mechanics (including specified PIK interest periods and cash interest periods thereafter, subject to conditions), and project-related arrangements in the GIC\nI Complex, including an escrow structure linked to proceeds from the sale of contemplated Residential Condos and a contemplated change of hotel operator. In particular, the 2031 Notes Restructuring contemplates the replacement of Hyatt as\noperator of the GIC I Hotel with Ennismore and the restructuring of the existing Beach Club Loan. In connection therewith, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I\nHotel, which remains subject to the satisfaction of certain conditions precedent and has not yet become operative as of the date of this Report.\n\n113\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nInsurgentes Loan\n\nThe construction, development and start of operations of the Insurgentes 421 Hotel Complex have been financed through a loan facility entered into on\nSeptember 29, 2022, by and among Inmobiliaria Insurgentes 421, as borrower, OHI421 and OHI421 Premium, as joint obligors, and Bancomext, as lender, as amended and restated from time to time. The principal amount of the facility was U.S.$75\nmillion, with a variable interest rate, divided into two tranches, tranche A for an amount of U.S.$49.5 million and tranche B for an amount of U.S.$25.5 million. The use of proceeds for tranche A was for the payment and refinancing of a\nprior loan; tranche B use of proceeds was for the financing of the renovation of the Insurgentes 421 Hotel Complex. On May 25, 2023, the parties amended and restated such loan agreement to increase the credit line with Bancomext from\nU.S.$75 million to U.S.$100 million pursuant to a new tranche of credit (tranche C).\n\nThe quarterly interest payable under the Insurgentes Loan is equal to term SOFR plus a 3.5% margin and the maturity is October 7, 2037. The proceeds from the Insurgentes Loan were used to\nrefinance certain indebtedness related to the development of the Insurgentes 421 Hotel Complex and pay capital expenditures related to the development and start of operations of the Insurgentes 421 Hotel Complex.\n\nAs of December 31, 2025, the outstanding principal amount under the Insurgentes Loan was Ps.$1,772.6 million (U.S.$98.7 million).\n\nAs part of the collateral to secure the Insurgentes Loan, the following rights and assets were contributed to the Insurgentes Security Trust:\n\n•\n\nInmobiliaria Insurgentes 421 contributed (i) the property of the Insurgentes 421 Hotel Complex, (ii) its collection rights under and in respect of each of the Insurgentes Lease Agreements, and (iii) its\ncollection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex, among other rights set forth in the Insurgentes Security Trust;\n\n•\n\nOHI421 contributed (i) its collection rights under the Andaz Hotel Management Agreement and related net cash flows and (ii) its collection rights in regard to any sublease agreement;\n\n•\n\nOHI421 Premium contributed (i) its collection rights under the Mondrian Hotel Management Agreement and related net cash flows and (ii) its collection rights in regard to any sublease agreement;\n\n•\n\nMurano PV contributed (i) 500 Series A shares of fixed capital stock and (ii) 434,361,112 Series B shares of variable capital stock of Inmobiliaria Insurgentes 421;\n\n•\n\nMurano PV contributed (i) 49,499 Series A shares of fixed capital stock and (ii) 10,771,066 Series B shares of variable capital stock of Inmobiliaria Insurgentes 421, which together with the ESAGRUP\ncontribution represent approximately 99.99% of the capital stock of Inmobiliaria Insurgentes 421;\n\n•\n\nMurano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421, which represent 99.99% of the capital stock of OHI421; and\n\n•\n\nMurano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421 Premium, which represent 99.99% of the capital stock of OHI421 Premium.\n\nThe Insurgentes Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nGIC I Loan\n\nThe construction, development, equipment and start of operations of the GIC I Hotel was initially financed through a mortgage loan facility provided by a syndicate of banks including\nSabcapital, CaixaBank, Bancomext, Nafin and Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R, as lenders (the “GIC I Senior Lenders”), pursuant to the terms and conditions of the syndicated senior secured loan agreement dated October 4,\n2019 (as amended and restated from time to time, including on July 11, 2022, August 24, 2023 and December 20, 2023), entered into among the GIC I Trust, as borrower, Operadora GIC I, Operadora GIC II, and Murano World, as joint obligors,\nthe GIC I Senior Lenders, as lenders, and Sabadell, as administrative agent and collateral agent, under which the GIC I Senior Lenders granted a loan subject to the terms and conditions set forth therein in an aggregate amount of\nU.S.$239,811,149.50 at an interest rate of term SOFR +4.0116%. The amounts borrowed under the GIC I Loan were used to partially finance the construction and development of the GIC Complex, among other uses.\n\n114\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe balance of the GIC I Loan was repaid in full.\n\nGIC I VAT Loan\n\nIn order to finance up to 80% of the value added tax payable during the construction of the GIC I Hotel, the GIC I Trust as borrower and Operadora GIC I as joint obligor, entered into a loan\nagreement dated as of October 16, 2019, with Bancomext, as lender, pursuant to which Bancomext provided a 12-year loan on the aggregate amount of U.S.$31,480,000.00 at an interest rate of TIIE 91 days + 2.75% (with borrowings as of 2024\nbearing an interest rate of TIIE 28 days + 2.75%), and maturing on June 30, 2034 (as amended, supplemented and/or restated from time to time, the “GIC I VAT Loan”).\n\nAs part of the collateral to secure the GIC I VAT Loan, the GIC I Trust granted a second ranking mortgage over GIC Private Unit 1, GIC Private Unit 4 and GIC Private Unit 5.\n\nThe GIC I VAT Loan was governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nThe balance of the GIC I VAT Loan was repaid in full.\n\nBeach Club Loan\n\nThe acquisition and development of the beach club property related to the GIC Complex has been financed through the Beach Club Loan. The annual interest payable under the Beach Club Loan is\nequal to 10% and the loan matures on December 1, 2030. As of December 31, 2025, the outstanding principal amount of the Beach Club Loan was Ps.$359.1 million (U.S.$20 million).\n\nAs part of the collateral to secure the Beach Club Loan, Murano World granted a first ranking mortgage in favor of ALG with respect to the Playa Delfines Property where the beach club is\nlocated.\n\nThe Beach Club Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nAs stated in this Report, the 2031 Notes Restructuring contemplates the replacement of Hyatt as operator of the GIC I Hotel with Ennismore and the restructuring of the Beach Club Loan. In\nconnection therewith, we have entered into the GIC I Hotel Management Agreement (Mondrian) with Ennismore for the operation of the GIC I Hotel, which remains subject to the satisfaction of certain conditions precedent and has not yet become\noperative as of the date of this Report.\n\nFinamo Loans\n\nOn January 5, 2024, Murano PV, as borrower, and Elías Sacal Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to U.S.$26.0\nmillion at a fixed interest rate of 15%, and maturing on January 1, 2030 (as amended, supplemented and/or restated from time to time, the “Finamo Loan I”). The amounts borrowed under the Finamo Loan\nwere used to partially finance the completion and start of operations of the GIC I Hotel, among other uses. As of December 31, 2025, the outstanding principal amount of the Finamo Loan I was Ps.$401.0 million (U.S.$22.3 million).\n\nOn April 9, 2024, Murano PV, as borrower, and Elías Sacal Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$100 million at\na fixed interest rate of 22%, and maturing on November 15, 2025 (the “Finamo Loan II”). As of December 31, 2025, the outstanding principal amount of the Finamo Loan II was Ps.$100 million. The\namounts borrowed under the Finamo Loan II were used to partially finance the start of operations of the GIC I Hotel, among other uses.\n\nAdditionally, on December 3, 2024, Murano World, as borrower, Elías Sacal Cababie and Murano PV, as joint obligors, entered into a secured term loan with Finamo, as lender, in an aggregate\namount of up to Ps.$144.5 million at a fixed interest rate of 22%, and maturing on December 3, 2025 (the “Finamo Loan III”, and together with the Finamo Loan I and Finamo Loan II, the “Finamo Loans”). The amounts borrowed under the Finamo Loan III were used to paid rents of hotel equipment. As of December 31, 2025, the outstanding principal amount of the Finamo Loan II and III were\nPs.$100 million and Ps.$144.5 million, respectively.\n\n115\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe Finamo Loans are secured by GIC Private Unit 3, which is owned by the GIC II Trust.\n\nThe Finamo Loans are governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nNAFIN Loan\n\nIn order to finalize the construction and initiate operations of the GIC I Hotel, among other uses, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors,\nentered into a loan agreement dated October 17, 2024 with Nafin, as lender, pursuant to which Nafin provided a two year loan on the aggregate amount of U.S.$70,378,283.27 at an interest rate of SOFR three months + 3.75% to 4.25% (based on\nthe interest period), and maturing on October 17, 2027. As of December 31, 2025, the outstanding principal amount of the Nafin Loan was Ps.$1,044.4 (U.S.$58.2 million).\n\nAs part of the collateral to secure the Nafin Loan, Murano PV caused to grant a first ranking mortgage over GIC Private Unit 4 and GIC Private Unit 5, which should be substituted for the GIC\nPrivate Unit 3 (the land of the GIC II Hotel) and, therefore, the mortgages over GIC Private Unit 4 and GIC Private Unit 5 should be terminated. Additionally, Murano PV, as settlor and second beneficiary, Nafin, as first beneficiary, and\nCIBanco (with Multiva acting as successor trustee), solely in its capacity as trustee (fiduciario), entered into an irrevocable management trust agreement No. CIB/4470 (Contrato de Fideicomiso Irrevocable de Administración No. CIB/4470), dated November 11, 2024, to establish and manage a debt service reserve account for the Nafin Loan, the amounts of which are used to comply with the\nobligations under the Nafin Loan.\n\nThe Group is currently negotiating definitive documents with NAFIN regarding a consensual settlement of the Nafin Loan, which as approved by the committees of Nafin will involve the transfer\nin lieu of payment (payment in kind) of the GIC Private Unit 5 (currently subject to a mortgage in favor of Nafin) and the restructuring of the payment terms of the then outstanding amount (after giving effects to the payment in kind of the\nGIC Private Unit 5) which will continue to be secured with a mortgage over the GIC Private Unit 4 in favor of Nafin. However, as of the date of the issuance of the Consolidated and Combined Financial Statements, no final agreement has been\nexecuted.\n\nThe Nafin Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nExitus Loan\n\nIn order to refinance the Exitus Original Loans, on June 30, 2025, Murano World, as borrower, Exitus Capital, S.A.P.I. de C.V., SOFOM, E.N.R., as lender, and ESAGRUP, Elías Sacal Cababie and\nMarcos Sacal Cohen, as joint obligors, entered into a secured term loan in an aggregate amount of U.S.$20.4 million at a fixed interest rate of 15%, and maturing on June 30, 2029 (as amended, supplemented and/or restated from time to time,\nthe “Exitus Loan”). As of December 31, 2025, the outstanding principal amount of the Exitus Loan is U.S.$20.4 million.\n\nThe collateral to secure the Exitus Loan consists of the Exitus Trust which estate consists of (a) real estate property known as “La Costa Bajamar” lot identified as MP-1 consisting of five\nfractions of land located in Ensenada, Baja California, (b) real estate property known as “Club de Playa” consisting of lots seven to thirteen located in Fraccionamiento Brisas del Márquez, Mz., E, S/N in Acapulco de Juárez, Guerrero, and\n(c) real estate property consisting of private units eight and nine located in different lots and superblocks within the GIC Complex.\n\nMurano World is currently negotiating with Exitus regarding a potential restructuring and settlement of the Exitus Loan. However, as of the date of the issuance of the Consolidated and\nCombined Financial Statements, no final agreement has been reached nor approved.\n\nThe Exitus Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nSofoplus Loan\n\nIn order to repay the Sofoplus Original Loan, among other uses, on September 30, 2024, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors,\nentered into a secured term loan with Sofoplus, as lender, in an aggregate amount of U.S.$3.6 million at a fixed interest rate of 16%, and maturing on October 1, 2026 (as amended, supplemented and/or restated from time to time, the “Sofoplus Loan I”). As of December 31, 2025, the outstanding principal amount of the Sofoplus Loan I was Ps.$64.6 million (U.S.$3.6 million).\n\n116\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nAdditionally, on January 30, 2025, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus,\nas lender, in an aggregate amount of up to U.S.$6.0 million at a fixed interest rate of 16%, and maturing on February 1, 2028 (the “Sofoplus Loan II”, and together with the Sofoplus Loan I, the “Sofoplus Loans”). The amounts borrowed under the Sofoplus Loan II were used to repay the Sofoplus Original Loan. As of December 31, 2025, the outstanding principal amount of the Sofoplus Loan II was\nPs.$107.7 million (U.S.$6.0 million).\n\nThe collateral to secure the Sofoplus Loans consists of the Exitus Trust which estate consists of (a) real estate property known as “La Costa Bajamar” lot identified as MP-1 consisting of five\nfractions of land located in Ensenada, Baja California, (b) real estate property known as “Club de Playa” consisting of lots seven to thirteen located in Fraccionamiento Brisas del Márquez, Mz., E, S/N in Acapulco de Juárez, Guerrero, and\n(c) real estate property consisting of private units eight and nine located in different lots and superblocks within the GIC Complex.\n\nThe Sofoplus Loans are governed by the laws of Mexico City, and the parties are subject to the jurisdiction of the courts of Mexico City.\n\nHarry Sacal (Elías Sacal’s brother), owns 32% of Pluscorp S.A.P.I de C.V., which, in turn, owns 99% of Sofoplus. For more information about Harry Sacal’s participation in Pluscorp S.A.P.I. de\nC.V., see “Item 7—Major Shareholders and Related Party Transactions—B. Related Party Transactions.”\n\nSantander Revolving Credit Facility\n\nOn March 3, 2023, Murano World, as borrower, Santander International, as lender and Harry Sacal Cababie as pledgor, entered into an uncommitted line of credit agreement in an aggregate amount\nof U.S.$1.5 million for the use and payment of the credit granted at an ordinary interest of the amount equivalent to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8%. The Santander Revolving\nCredit Facility was extended on March 27, 2024, pursuant to which Murano World obtained an additional U.S.$500k (five hundred thousand dollars) to its existing revolving line of credit, converting the principal amount of credit to U.S.$2\nmillion. On March 7, 2025, the maturity of this loan was extended for two years to March 7, 2027.\n\nOn March 27, 2026, the Group repaid in full the Santander Revolving Credit Facility, which had an outstanding balance of U.S.$1,498,204.\n\nFinamo Sale and Lease Back Agreements\n\nBased on their characteristics, the Finamo Sale and Lease Back Agreements were classified as sale and lease back agreements for accounting purposes and recognized as debt. As of December 31,\n2025, Ps.$318.7 million was outstanding under these agreements. See “Item 4. Information on the Company—D. Property, Plant and Equipment—Description of Certain Project Agreements” and Note 10 to the\nMurano Group Combined Financial Statements for more information about these agreements and our indebtedness.\n\nLease Liabilities\n\nCoppel Lease Agreement\n\nOn November 8, 2023, Operadora GIC I, as lessee, Arrendadora Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease\nagreement under which, the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the\nparties, in which, additionally, the lessee will have the obligation to pay to the lessor the rental amount. As of December 31, 2025, Ps.$151.3 million was outstanding under this agreement.\n\nWe had $161.2 million of lease liabilities as of December 31, 2025. For further information on our leases, see “Note 9 to the Murano Group Combined Financial\nStatements.”\n\nCommitments and Contingencies\n\nWe are subject to litigation, claims, and other commitments and contingencies arising in the ordinary course of business.\n\nFinamo Proceeding.\n\nOn October 13, 2025, Finamo and Arrendadora Finamo initiated a commercial enforcement proceeding (juicio oral mercantil) against Murano PV, Murano\nWorld, Edificaciones BVG, Elías Sacal Cababie, and other related parties (Case No. 1057/2025) before the Twentieth Civil Court for Oral Proceedings (Juzgado Vigésimo de lo Civil de Proceso Oral) of\nMexico City, in connection with the alleged failure to make (i) principal and interest payments under the Finamo Loans and (ii) lease payments under the Finamo Sale and Lease Back Agreements. As of the date of this Report, such proceedings\nare ongoing at the preliminary stage and no final judgment has been issued. On October 13, 2025, the court granted precautionary measures, as well as other interim measures. The Murano Group is contesting such proceedings and is also\nnegotiating definitive settlement agreements Finamo and Arrendadora Finamo regarding a potential negotiated settlement and resolution of these matters in connection with its ongoing debt restructuring efforts. For further information, see \"Item 8. Financial Information—A. Consolidated and Combined Statements and Other Financial Information—Legal and Arbitration Proceedings\" and \"Item 5. Operating and\nFinancial Review and Prospects—B. Liquidity and Capital Resources—Commitments and Contingencies.\"\n\nWhile no assurance can be given as to the ultimate outcome of the proceeding described above, based on information currently available, in the absence of implementing the proposed terms of a\npotential settlement with Finamo and Arrendadora Finamo, the Murano Group is unable at this stage to estimate the amount of any potential loss in connection with such proceeding, and does not currently expect the ultimate resolution of\nthese matters to have a material adverse effect on its financial position or results of operations. However, given the early stage of these proceedings and the inherent uncertainty of litigation, the outcomes may differ from the Murano\nGroup's current assessment. For further details regarding the underlying payment defaults, see \"Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness\"\nand \"Item 3. Key Information—D. Risk Factors.\"\n\n117\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOff-Balance Sheet Arrangements\n\nAs of December 31, 2025, we did not have any off-balance sheet arrangements.\n\nC.\n\nResearch and development, patents and licenses, etc.\n\nNone.\n\nD.\n\nTrend Information\n\nOther than as disclosed elsewhere in this Report, we are not aware of any other trends, uncertainties, demands, commitments or events for the fiscal year ended December 31, 2025 that are\nreasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of\noperations or financial conditions.\n\nE.\n\nCritical Accounting Estimates\n\nOur Consolidated and Combined Financial Statements are prepared in accordance with the IFRS as issued by the IASB. In connection with the preparation of its Combined Financial Statements, we\nare required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates, and\njudgments on historical experience, current trends and other factors that management believes to be relevant at the time its Combined Financial Statements are prepared. On a regular basis, we review the accounting policies, assumptions,\nestimates, and judgments to ensure that its financial statements are presented fairly and in accordance with IFRS. However, because future events and their effects cannot be determined with certainty, actual results could differ from its\nassumptions and estimates, and such differences could be material. We have identified several policies as being critical because they require management to make particularly difficult, subjective and complex judgments about matters that are\ninherently uncertain, and there is a likelihood that materially different amounts would be reported under different conditions or using different assumptions.\n\nAll of our significant accounting policies are discussed in Note 3 to our Consolidated and Combined Financial Statements included elsewhere in this Report.\n\nInformation about assumptions and estimation uncertainties as of December 31, 2025, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and\nliabilities within the next financial year is included in the following notes to our Consolidated and Combined Financial Statements included elsewhere in this Report: Note 7; Note 8; Note 11; Note 12; and Note 13.\n\nSignificant Factors, Assumptions, and Methodologies Used in Determining Fair Value\n\nThe Company has certain assets measured and recognized at fair value; therefore, we evaluate the significant observable inputs and valuation adjustments annually. If third-party information,\nsuch as broker quotes or pricing services, is used to measure fair values, Murano Group evaluates the evidence obtained from third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in\nthe fair value hierarchy in which the valuations should be classified.\n\nWhen measuring the fair value of an asset or a liability, Murano Group uses observable market data whenever possible. Fair values are categorized into different levels in a fair value\nhierarchy based on the inputs used in the valuation techniques as follows:\n\n•\n\nLevel 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.\n\n•\n\nLevel 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).\n\n118\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n•\n\nLevel 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).\n\nIf the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety\nat the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.\n\nLong-lived assets\n\nWe evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain\ntriggering events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. When determining fair value, we\nuse internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we use various assumptions, including\nprojections of revenues based on assumed long-term growth rates, estimated costs, terminal value growth rate and appropriate pre-tax discount rates based on the weighted-average cost of capital.\n\nAs part of the process, we use judgment to:\n\n•\n\ndetermine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience,\nlocation of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our\njudgment is applied and the facts and circumstances available at the time of the analysis; and\n\n•\n\ndetermine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted cash flow analysis requiring judgment is our estimates regarding long-term\ngrowth and costs which are based on historical data, various internal estimates, and a variety of external sources and are developed as part of our routine, long-term planning process; and determine the estimated fair value of the\nrespective long-lived asset when necessary. In determining the fair value of a long-lived asset, we typically use internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis\nrequiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of\neach component of our capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources and are developed as part of\nour routine, long-range planning process.\n\nChanges in economic and operating conditions impacting these judgments could result in impairments to our long-lived assets in future periods, which could be material to our results of\noperation. We had Ps.$17,894.4 million and Ps.$20,155.1 million of long-lived assets as of December 31, 2025 and December 31, 2024, respectively.\n\nGoing Concern\n\nWith respect to the Consolidated and Combined Financial Statements, the independent auditor’s separate report relating thereto contains an explanatory paragraph that states that certain\ncircumstances raise substantial doubt about our ability to continue as a going concern and draws attention to notes 2c., 10 and 20 of the Consolidated and Combined Financial Statements and indicates that management has identified material\nuncertainties that cast substantial doubt on the ability of the Murano Group to continue as a going concern. As indicated in note 2c., as of December 31, 2025, the total current liabilities exceed the amount of total current assets, and\nbased upon the Murano Group’s current plans, management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of the Consolidated and Combined Financial Statements may be\ninsufficient. These events or conditions, along with other matters as set forth in note 19 to the Consolidated and Combined Financial Statements indicate that a material uncertainty exists that casts substantial doubt on our ability to\ncontinue as a going concern. Management’s plans regarding these matters are also described in note 2c. to the Consolidated and Combined Financial Statements.\n\nManagement continues evaluating strategies to obtain the additional funding necessary for future operations and project redesign or completion, to comply with all covenants as required by the\ndebt instruments to which entities of the Murano Group are parties to, and to be able to discharge the outstanding debt and other liabilities as they become due. Furthermore, the Murano Group has a plan to execute a debt restructuring.\n\nIn addition, the Murano Group’s ability to access the equity capital markets may be affected by its continued compliance with Nasdaq listing requirements. As described under “Recent Developments” and “Item 3.D—Risk Factors - If we fail to regain compliance with Nasdaq’s minimum bid price requirement, our ordinary shares could be delisted from\nNasdaq, which would materially adversely affect liquidity, trading price and our ability to raise capital,” on April 13, 2026, the Company received a notification letter from Nasdaq indicating that it is no longer in compliance\nwith Nasdaq’s minimum bid price requirement. While the Company has been provided with a compliance period to regain compliance, there can be no assurance that such compliance will be achieved.\n\nA failure to regain compliance with Nasdaq listing requirements could adversely impact the liquidity of the Company’s ordinary shares, reduce market visibility, and limit the Company’s ability\nto raise equity or equity-linked financings on acceptable terms. Any such limitations could negatively affect the Murano Group’s liquidity position and its ability to fund operations, service indebtedness and execute its business and\nrestructuring plans.\n\nThe Murano Group has also considered alternative strategies with respect to the hotel operations in Cancun (including changes to the hotel management agreement and operational partners as\ndescribed in this Report), which could generate additional cash flows compared to the current commercial arrangements. In assessing these strategies, management has considered the available cash resources, inflows from the hotels that are\nalready in operation, and future financing options that may be available to the Murano Group such as new or restructured loan agreements and the possible financial support of the major shareholder of the Murano Group. However, the Murano\nGroup may be unable to access further equity or debt financing when needed or may not be successful in implementing its business continuity strategy.\n\n119\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nOur Consolidated and Combined Financial Statements were prepared assuming we will continue operating on a going concern basis (which contemplates we will be able to meet our\nobligations as they become due within one year after the date these financial statements are issued). Our ability to continue as a going concern is dependent on many factors, including, among other things, improvements in our operating\nresults necessary to comply with our financial covenant requirements, and if necessary, refinancing of existing debt, amending or modifying our existing or future financial covenants or obtaining waivers in events of breach of covenants.\n\nAs of April 30, 2025, the following amounts are owed of principal, interest or lease payments in accordance with the maturity of the loans and lease agreements, as\napplicable:\n\n \n\nLoan/Lease Agreements\n\nPrincipal in default\n\nPenalty for late payment on principal\n\nOrdinary interest in default\n\nPenalty for late payment on interest\n\nLease in default\n\nPenalty for late payment on lease\n\n \n\n \n\nPs.\n\nUSD\n\nPs.\n\nUSD\n\nPs.\n\nUSD\n\nPs.\n\nUSD\n\nPs.\n\nUSD\n\nPs.\n\nUSD\n\n \n\nBeach Club Loan\n\n-\n\n-\n\n-\n\n-\n\n-\n\nU.S.$ 4,675,799\n\n-\n\nU.S.$ 767,405\n\n-\n\n-\n\n-\n\n-\n\n \n\nFinamo Loan I\n\n-\n\n-\n\n-\n\n-\n\n-\n\nU.S.$ 4,523,459\n\n-\n\nU.S.$ 1,161,608\n\n-\n\n-\n\n-\n\n-\n\n \n\nFinamo Loan II\n\nPs.$100,000,000\n\n-\n\nPs.$17,600,000\n\n-\n\nPs.$21,816,667\n\n-\n\nPs.$7,083,267\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nFinamo Loan III\n\nPs.$144,493,360\n\n-\n\nPs.$25,430,831\n\n-\n\nPs.$29,757,605\n\n-\n\nPs.$9,387,156\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nExitus Loan 1\n\n-\n\n-\n\n-\n\n-\n\n-\n\nU.S.$ 2,584,401\n\n-\n\nU.S.$ 176,636\n\n-\n\n-\n\n-\n\n-\n\n \n\nSofoplus Loan I\n\n-\n\n-\n\n-\n\n-\n\nPs.$593,333\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nSofoplus Loan II\n\n-\n\n-\n\n-\n\n-\n\n-\n\nU.S.$ 486,400\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nSofoplus Loan III\n\nU.S.$254,497\n\nU.S.$ 808,360\n\n \n\nFinamo Sale and Lease Back Agreements\n\nPs.$221,549,489\n\n-\n\nPs.$62,056,307\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nCoppel Lease Agreement\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\nPs.$44,240,467\n\n-\n\nPs.$6,195,669\n\n-\n\n \n\nNAFIN\n\n-\n\n-\n\n-\n\n-\n\n-\n\nU.S.$ 2,305,038\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n \n\nTOTAL\n\nPs.$466,042,849\n\nU.S.$254,497\n\nPs.$105,087,138\n\n-\n\nPs.$52,167,605\n\nU.S.$ 13,078,419\n\nPs.$16,470,423\n\nU.S.$ 2,105,649\n\nPs.$44,240,467\n\n-\n\nPs.$6,195,669\n\n-\n\nSee “Recent Developments” and “Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our total current liabilities exceed the amount of the total current assets,\nwhich has placed significant doubt on our ability to continue as going concern.”"}