Exhibit 99.1

Murano PV, S. A. de C. V. and Subsidiaries

Condensed Interim Consolidated and Combined Financial Statements as of March 31, 2025 and for the three-month periods ended March 31, 2025 and 2024

Murano PV, S.A. de C.V. and Subsidiaries

Condensed Interim Consolidated and Combined Financial Statements for 2025 and 2024

Table of contents
Page
   
Condensed Interim Consolidated and Combined Statements of Financial Position
3
   
Condensed Interim Consolidated and Combined Statements of Profit or Loss and Other Comprehensive Income
4
   
Condensed Interim Consolidated and Combined Statements of Change in Stockholders’ Equity
5
   
Condensed Interim Consolidated and Combined Statements of Cash Flows
6
   
Notes to Condensed Interim Consolidated and Combined Financial Statements
7 - 25

2
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated and Combined Statements of Financial Position
As of March 31, 2025 and December 31, 2024
(Mexican pesos)

   
Notes
    
March 31,
    
December 31,
  
         
2025
    
2024
  
                   
Assets
                  
Current Assets:
                  
Cash and cash equivalents and restricted cash
    
3
    
$
470,575,639
    
$
969,455,648
  
Trade receivables
            
74,413,867
      
64,514,013
  
VAT receivable
            
398,132,431
      
366,382,356
  
Other receivables
            
41,194,743
      
29,974,125
  
Due from related parties
    
4
      
-
      
-
  
Prepayments
            
15,951,920
      
36,440,784
  
Inventories
            
11,975,645
      
11,463,374
  
Total current assets
            
1,012,244,245
      
1,478,230,300
  
                         
Property, construction in process and equipment, net
    
5
      
18,889,054,181
      
18,813,108,402
  
Investment property
    
6
      
1,340,000,000
      
1,340,000,000
  
Right of use assets, net
            
187,435,231
      
200,165,708
  
Financial derivative instruments
            
-
      
-
  
Guarantee deposits
            
18,972,299
      
18,753,039
  
Total non-current assets
            
20,435,461,711
      
20,372,027,149
  
                         
Total assets
          
$
21,447,705,956
    
$
21,850,257,449
  
                         
Liabilities and Stockholders’ Equity
                        
Current Liabilities:
                        
Current instalments of long-term debt
    
7
    
$
3,426,134,856
    
$
3,481,380,489
  
Trade accounts payable and accumulated expenses
            
574,407,218
      
527,437,126
  
Advance customers
            
17,973,400
      
23,459,478
  
Due to related parties
    
4
      
12,963,866
      
120,634,508
  
Lease liabilities
            
50,378,918
      
46,051,658
  
Income tax payable
            
10,593,622
      
10,665,198
  
Employees’ statutory profit sharing
            
2,905,755
      
2,601,529
  
Total current liabilities
            
4,095,357,635
      
4,212,229,986
  
                         
Non-current Liabilities:
                        
Long-term debt, excluding current instalments
    
7
      
7,654,508,652
      
7,692,819,937
  
Due to related parties, excluding current portion
    
4
      
195,209,951
      
73,837,080
  
Lease liabilities, excluding current portion
            
152,078,874
      
160,662,668
  
Employee benefits
            
10,635,198
      
10,175,001
  
Other liabilities
            
84,679,954
      
86,311,531
  
Deferred tax liabilities
            
4,158,955,535
      
4,200,798,599
  
Total non-current liabilities
            
12,256,068,164
      
12,224,604,816
  
                         
Total liabilities
            
16,351,425,799
      
16,436,834,802
  
                         
Stockholders’ Equity
                        
Common stock
    
11
      
900,052,000
      
900,052,000
  
Accumulated deficit
            
(4,150,810,971
)
    
(3,833,668,481
)
Other comprehensive income
            
8,347,039,128
      
8,347,039,128
  
Total Stockholders’ Equity
            
5,096,280,157
      
5,413,422,647
  
                         
Total Liabilities and Stockholders’ Equity
          
$
21,447,705,956
    
$
21,850,257,449
  

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

3
Murano PV, S. A. de C. V. and Subsidiaries
Consolidated and Combined Statements of Profit or Loss and Other Comprehensive Income
For the three-month period ended March 31, 2025 and 2024
(Mexican pesos)

         
For the three-month period ended
March, 31,
  
   
Notes
    
2025
    
2024
  
                   
                   
Revenue
    
8
    
$
320,737,233
    
$
107,105,009
  
Direct and selling, general and administrative expenses:
                        
Employee benefits
            
103,532,990
      
64,281,994
  
Food & beverage and service cost
            
34,753,339
      
17,114,289
  
Sales commissions
            
18,591,472
      
5,343,417
  
Management fees to hotel operators
            
15,689,968
      
3,729,233
  
Depreciation and amortization
            
79,671,937
      
44,290,214
  
Property tax
            
595,911
      
3,274,622
  
Professional fees
            
22,940,062
      
79,244,763
  
Administrative services
            
7,136,932
      
5,507,060
  
Maintenance and conservation
            
9,934,778
      
6,082,919
  
Utility expenses
            
14,343,715
      
2,794,317
  
Advertising
            
14,942,127
      
1,942,566
  
Donations
            
2,042,770
      
1,723,750
  
Insurance
            
13,793,150
      
4,517,859
  
Software
            
1,275,203
      
2,863,789
  
Cleaning and laundry
            
2,638,123
      
1,409,149
  
Supplies and equipment
            
-
      
3,955,831
  
Bank fees
            
5,783,912
      
4,789,154
  
Other costs
            
43,118,470
      
19,278,396
  
Total direct and selling, general and administrative expenses
            
390,784,859
      
272,143,322
  
                         
Other income
    
9
      
6,762,725
      
12,867,697
  
Other expenses
            
-
      
(4,913,603
)
Exchange rate income, net
            
49,423,033
      
96,448,334
  
Changes in fair value of financial derivative instruments
            
-
      
4,805,533
  
Interest income
            
9,195,745
      
4,336,416
  
Interest expense
            
(354,319,431
)
    
(93,730,044
)
Loss before income taxes
            
(358,985,554
)
    
(145,223,980
)
                         
Income taxes
    
10
      
(41,843,064
)
    
2,624,291
  
                         
Net loss for the period
          
$
(317,142,490
)
  
$
(147,848,271
)
                         
Total comprehensive loss of the period
          
$
(317,142,490
)
  
$
(147,848,271
)

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

4
Murano PV, S. A. de C. V. and Subsidiaries

Consolidated and Combined Statements of Changes in Stockholders’ Equity and Net Assets
For the three-month period ended March 31, 2025 and 2024
(Mexican pesos)

                           
Other Comprehensive Income
        
   
Note
    
Net parent
investment
    
Common Stock
    
Accumulated
Deficit
    
Revaluation of
property,
construction in
process and
equipment net of
deferred income
tax
    
Remeasurement
of net defined
 benefit liability net of deferred
income tax
    
Total
  
                                           
Combined balance as of January 1, 2024
        
$
902,611,512
    
$
-
    
$
(1,181,044,835
)
  
$
8,114,123,261
    
$
(1,462,455
)
  
$
7,834,227,483
  
Reimbursements of net parent investment
          
(16,363,928
)
    
-
      
-
      
-
      
-
      
(16,363,928
)
Capital restructuring
    
2.b.2
      
(886,247,584
)
    
900,052,000
      
(20,944,099
)
    
-
      
-
      
(7,139,683
)
Comprehensive loss for the period
            
-
      
-
      
(147,848,271
)
    
-
      
-
      
(147,848,271
)
Consolidated balance as of March 31, 2024
            
-
      
900,052,000
      
(1,349,837,205
)
    
8,114,123,261
      
(1,462,455
)
    
7,662,875,601
  
Consolidated balance as of December 31, 2024
            
-
      
900,052,000
      
(3,833,668,481
)
    
8,348,489,973
      
(1,450,845
)
    
5,413,422,647
  
Comprehensive loss for the period
            
-
      
-
      
(317,142,490
)
            
-
      
(317,142,490
)
                                                         
Consolidated balance as of March 31, 2025
          
$
-
    
$
900,052,000
    
$
(4,150,810,971
)
  
$
8,348,489,973
    
$
(1,450,845
)
  
$
5,096,280,157
  

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

5
Murano PV, S. A. de C. V. and Subsidiaries

Consolidated and Combined Statements of Cash Flows
For the three-month period ended March 31, 2025 and 2024
(Mexican pesos)

   
For the three month period ended
March 31,
  
   
2025
    
2024
  
             
Cash flows from operating activities:
            
Loss before income taxes
  
$
(358,985,554
)
  
$
(145,223,980
)
Adjustments for:
                
Depreciation of property, construction in process and equipment
    
66,941,460
      
32,952,505
  
Depreciation of right of use assets
    
12,730,477
      
11,337,709
  
Amortization of costs to obtain loans and commissions
    
5,860,625
      
3,384,106
  
Valuation of financial derivative instruments
    
-
      
(4,805,533
)
Interest expense
    
352,139,174
      
89,918,033
  
Interest expense lease liability
    
2,180,257
      
3,812,011
  
Interest income
    
(9,195,745
)
    
(4,336,416
)
Effect on changes in foreign exchange rates
    
(53,603,480
)
    
(97,636,858
)
     
18,067,214
      
(110,598,423
)
Changes in:
                
Increase in VAT
    
(31,750,075
)
    
(960,397
)
(Increase) decrease in trade receivables
    
(9,899,854
)
    
6,598,925
  
(Increase) decrease in other receivable
    
(11,220,618
)
    
295,076
  
Decrease in prepayments
    
20,269,604
      
6,196,222
  
Increase in inventory
    
(512,271
)
    
(2,200,469
)
Increase in other assets
    
-
      
(2,303,721
)
Increase in trade payables and taxes
    
45,124,351
      
14,123,572
  
Increase in employee benefits
    
460,197
      
857,008
  
Decrease in other liabilities
    
(1,631,577
)
    
(1,391,228
)
Increase in employees’ statutory profit sharing
    
304,226
      
-
  
Income tax paid
    
(3,711,913
)
    
(331,832
)-
Net cash flows from (used in) operating activities
    
25,499,284
      
(89,715,267
)
                 
Cash flows used in investing activities:
                
Acquisition of property, construction in process and equipment
    
(142,887,239
)
    
(277,301,868
)
Loans collected from (granted to) related parties
    
-
      
(24,668,637
)
Interest received
    
9,195,745
      
498,820
  
Net cash flows used in investing activities
    
(133,691,494
)
    
(301,471,685
)
                 
Cash flows from financing activities:
                
Reimbursements of net parent investment
    
-
      
(16,363,928
)
Impact of capital restructure
    
-
      
(7,139,683
)
Loan proceeds
    
146,153
      
960,853,961
  
Loan payments to third parties
    
(9,433,585
)
    
(434,313,439
)
Borrowing cost paid
    
-
      
(14,500,031
)
Loans received from related parties
    
123,407,733
      
7,502,095
  
Loan payments to related parties
    
(110,390,827
)
    
(4,749,008
)
Payments of leasing liabilities
    
(6,355,240
)
    
(9,818,712
)
Interest paid
    
(388,062,033
)
    
(80,750,199
)
Net cash flows (used in) from financing activities
    
(390,687,799
)
    
400,721,056
  
                 
Net (decrease) increase in cash and cash equivalents and restricted cash
    
(498,880,009
)
    
9,534,104
  
                 
Cash and cash equivalents and restricted cash at the beginning of the period
    
969,455,648
      
146,369,734
  
                 
Cash and cash equivalents and restricted cash at the end of the period
  
$
470,575,639
    
$
155,903,838
  

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

6
Murano PV, S. A. de C. V. and Subsidiaries

Notes to the Consolidated and Combined Financial Statements
As of March 31, 2025 and December 31, 2024 and
for the three-month period ended March 31, 2025 and 2024
(Amounts in Mexican pesos)

1.
Reporting Entity and description of business


a.
Corporate information

On June 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer, David James Galan, Global Chief Financial Officer and Oscar Jazmani Mendoza Escobar, Chief Financial Officer Mexico, authorized the issuance of these consolidated and combined unaudited financial statements.

Murano PV, S. A. de C. V. (the “Company” or “Murano PV”) and its subsidiaries (together referred to as the “Group”) are headquartered at F. C. de Cuernavaca 20, 12th floor, Lomas – Virreyes, Lomas de Chapultepec III Secc., Miguel Hidalgo, 11000, Mexico City. The Company is a Mexican development group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico. The Company also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism real estate projects, among others. The Company is primarily involved in developing and managing luxury hotels in urban and beach resort destinations.

In the first quarter of 2023, the Andaz and Mondrian Hotels, in Mexico City, were fully operational with a combined capacity of 396 rooms.

The Group is also developing a leisure and residential complex in Grand Island, Cancun, Quintana Roo (the “GIC Complex”), which is ultimately expected to incorporate around 1,016 rooms and approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach club. The Company’s management and board of directors, following recent market developments and market outlook, have updated the Company’s  strategic development pipeline as follows:


 I.
Phase one will operate under two brands:  (i) 400 rooms, operated under the “Vivid” brand, an adult-only brand; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly brand. On April 1, 2024, the Vivid hotel began operations. The Dreams hotel is expected to commence operations in the fourth quarter of 2025, see Notes 2c. and 10 for additional reference about covenants compliance. The Company decided to delay the opening of Dreams, following consultation with the hotel operator, to leverage experience from the first months of the operation of Vivid and certain improvements requested by the hotel operator.  This includes property enhancements and remedial work required by the hotel operator to adhere to the hotel operator’s global building standards, and changes to the common areas within Dreams, including more space for meetings and events. The Company is exploring strategic alternatives to complete part of the phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with the current hotel operator regarding potential changes to the current operations and administration services agreement).


II.
Phase two is consist of a total of approximately 1,254 condominiums, divided into four condominium towers. The Group’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex.

7
The Group has also re-evaluated the Bajamar project. The initial plan for developing a 5-star upper-upscale resort and an industrial park has been modified as follows:


 -
Development of a cruise port with a capacity of 2 million passengers per year. The Group has signed an MOU with a major global cruise line operator.

-
Development of Baja Marina, 15,000 linear ft slip spaces.

-
Development of an industrial park for leasing purposes.

-
Development of Baja Retail Village for leasing purposes

-
Development of two 5-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.

Construction is expected to begin once financing has been secured. Accurate completion dates are therefore not possible to estimate at the time of preparation of these condensed interim consolidated and combined financial statements.


 b.
Significant transactions


i.
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The maturity of this loan is October 28, 2027.  On October 28, 2024, the Group received the tranche A and part of the tranche B, for a total  amount of U.S.$54,942,059.  The interest will be capitalized during the term of the loan at an interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third year.


ii.
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see Note 7 (13)). The main uses of this financing were to repay in full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT credit both described in Note 7 (1) and (2).


iii.
On July 30, 2024, Operadora Hotelera GI, S. A. de C. V. signed a 60-month lease agreement with Arrendadora Coppel, S.A.P.I. de C. V. for total rent payments of $40,226,116 plus 16% of VAT.


iv.
On April 9, 2024, Murano PV, S. A. de C. V. signed a loan agreement with Fínamo for $100,000,000 with initial maturity in 6 months, extended on December 3, 2024 to November 5, 2025. The annual fixed interest rate of this loan is 22%.


v.
On April 9, 2024, an assignment and adhesion to the syndicated secured mortgage loan of Fideicomiso Murano 2000 (GIC I Trust) was executed by and between Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R., as adherent creditor and assignee, Sabcapital, S.A. de C.V., SOFOM, E.R., as the assignor, with the appearance of Sabadell in its capacity as administrative and collateral agent and the GIC I Trust (the “GIC Loan Assignment”) whereby the assignor assigned and transferred to the assignee its rights and obligations owned as a Tranche C creditor representing 60% of the tranche C commitment, amounting to U.S. $6,000,000.00 as the assigned amount. This amount was repaid in full as part of the payment made to the Fideicomiso Murano 2000 syndicated loan on September 12, 2024 and ii was part of the uses of the U.S.$300 million senior notes received on the same date.


vi.
On April 4, 2024, the Group amended the loan agreement signed between Inmobiliaria Insurgentes 421 and Bancomext. The main change included postponing the capital payments scheduled from April 2024 to April 2025, as well as obtaining an event of default waiver from Bancomext, as lender, in connection with the funding obligations of the debt service reserve accounts. As a result of such waiver, the parties thereto executed an amendment and waiver agreement  to provide for the new terms and conditions with respect to the funding obligations of the debt service reserve accounts. Therefore, as of this date such events of default under this  loan have been waived by the lender. Refer to additional breaches for this loan in Notes 2c. and 7.

8

 vii.
The first phase of the GIC Complex commenced operations with the opening of the Vivid Hotel on April 1, 2024.


viii.
On March 27, 2024, Murano World, S. A. de C. V. increased its credit line with Santander from U.S.$1,500,000 to U.S.$2,000,000. The total amount has been drawned down as of December 31, 2024.


ix.
On March 20, 2024, Murano Global Investments PLC, the parent entity of Murano PV, and HCM Acquisition Corp (“HCM”) completed the Amended and Restated Business Combination Agreement (“A&R BCA”). These consolidated and combined financial statements do not reflect any impact derived from this transaction since the accounting and economic impacts are reflected at the Murano Global Investments PLC level as this entity became the public company on NASDAQ since that date.


x.
On March 8, 2024, the Group conducted a capital restructuring that resulted in Murano Global Investments PLC becoming the ultimate parent company of the Group and the Company as an intermediate holding company of the Group in Mexico.

2.
Basis of preparation

These condensed interim consolidated and combined financial statements have been prepared on: (i) a consolidated basis after March 8, 2024 and on a combined basis  prior to the capital restructuring which occurred on March 8, 2024. Since the combined entities described in b. Capital restructuring below included in these financial statements were under common control both prior to and after the capital restructuring, it had no material impact on the financial position, results or operations, or cash flows presented.


 a.
Statement of compliance

These condensed interim consolidated and combined financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group´s last annual consolidated and combined financial statements as of and for the year ended December 31, 2024.

These condensed interim consolidated and combined financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards and should be read in conjunction with the consolidated statements as of  December 31, 2024 and for the period then ended (the “last annual consolidated and combined financial statements”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.


 b.
Basis of consolidation

b.1. Subsidiaries

The subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Intra-group balances and transactions are eliminated in the consolidation process.

9
The Group’s subsidiaries as of December 31, 2024, are set out below:

Entity
Ownership
interest
   
Murano Management, S. A. de C. V. (“Murano Management”)
100.00%
Murano World, S. A. de C. V. (“Murano World”)
100.00%
Inmobiliaria Insurgentes 421, S. A. de C.V. (“Inmobiliaria Insurgentes 421”)
100.00%
Operadora Hotelera GI, S. A. de C. V. (“Operadora GIC I”)
100.00%
Operadora Hotelera Grand Island II, S. A. de C. V. (“Operadora GIC II”)
100.00%
Operadora Hotelera I421, S. A. de C. V. (“OHI421”)
100.00%
Operadora Hotelera I421 Premium, S. A. de C. V. (“OHI421 Premium”)
100.00%
Fideicomiso Murano 6000 CIB/3109 (“Insurgentes Security Trust”)
100.00%
Fideicomiso Murano 2000 CIB /3001 (“GIC I Trust” or “Fideicomiso Murano 2000”)
100.00%
Fideicomiso Murano 4000 CIB/3288 (“GIC II Trust”)
100.00%
Fideicomiso Murano 1000 CIB /3000
100.00%
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
100.00%
Edificaciones BVG, S. A. de C. V. (“Edificaciones BVG”)
100.00%
Servicios Corporativos BVG, S. A. de C.V. (“Servicios BVG”)
100.00%

Combination of entities under common control (prior to capital restructuring as described in note 2b.)

Before the capital restructuring described in note 2b. below,  the Company was directly or indirectly controlled by Elias Sacal Cababie, therefore the Group has been combined under the common control approach. The combination includes the following entities: Murano PV, S. A. de C. V., Murano World, S. A. de C. V., Edificaciones BVG, S. A. de C. V., Fideicomiso Murano 6000 CIB/3109, Inmobiliaria Insurgentes 421, S. A. de C.V., Operadora Hotelera GI, S. A. de C. V., Operadora Hotelera Grand Island II, S. A. de C. V., Operadora Hotelera I421, S. A. de C. V., Operadora Hotelera I421 Premium, S. A. de C. V., Fideicomiso Murano 2000 CIB /3001, Fideicomiso Murano 4000 CIB/3288, Fideicomiso Murano 1000 CIB /3000, Servicios Corporativos BVG, S. A. de C.V., and Murano Management, S. A. de C. V.

b.2. Capital restructuring

On March 8, 2024, the Company underwent a restructuring to establish Murano Global Investments PLC  as the parent entity of the Group and the Company as the intermediate holding entity of the Mexican structure: Murano World, Edificaciones BVG, the Insurgentes Security Trust, Inmobiliaria Insurgentes 421, OHI421, OHI421 Premium Operadora Hotelera GI (GIC I), Operadora Hotelera Grand island (GIC II), Fideicomiso Murano 2000 (the GIC I Trust), Fideicomiso Murano 4000 (the GIC II Trust), Fideicomiso Murano 1000, Servicios BVG, and Murano Management.

The capital restructuring involved a series of transactions between the entities and their shareholders, whereby some of the existing shareholders sold their shares and transferred their beneficiary rights to other entities within the Group in exchange for cash and promissory notes.

Since the entities within the Group were under common control prior and after the capital restructuring, the capital restructuring does not qualify as a business combination under IFRS 3 Business Combinations. Management deems it appropriate to account for the capital restructuring at the carrying amount for presentation purposes of the financial statements and related notes after the business combination held on March 8, 2024, mainly because prior to and after the capital restructuring, the entities within the Group are controlled by the same group of shareholders.

The capital restructuring was measured at the previous carrying amounts of assets and liabilities given that the entities are under common control.


 c.
Going concern basis

These condensed interim consolidated and combined financial statements have been prepared assuming the Company  will continue as a going concern. However, management has identified material uncertainties that may cast substantial doubt on the ability of the Company to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

10
The Company is an early-stage and emerging growth company. The Company has incurred significant debt primarily to fund operating expenses and finance the construction projects mentioned in note 1 (a). As of March 31, 2025, total current liabilities exceed the amount of total current assets, and management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of these consolidated and combined financial statements may be insufficient.

In addition, as of and after March 31, 2025, certain covenants have been breached as follows:


 i.
At March 31, 2025, the debt service reserve related to the Insurgentes 421 loan with Bancomext has not been funded in accordance with the loan agreement. As of the date of the issuance of these financial statements, the Group has requested a waiver of this breach from the lender and is in discussions to potentially obtain this waiver in the short term. As of the date of issuance of these financial statements such waiver has not been granted.

As of March 31, 2025, the outstanding amount of this loan was $2,029.1 million, and as a result of the covenant breach described above, the loan was classified as a current liability.


 ii.
On September 12, 2024, the syndicated mortgage loan and its interest was repaid in full, curing any related breach related to this loan prior to this date.


iii.
The loan obtained with ALG described in Note 7 (10) is in breach as the Group did not pay the annual interest due in December 2024. The loan has not been accelerated and ALG has not notified any intention to accelerate the loan, however pursuant to IAS 1 “Presentation of Financial Statements”, this loan is classified as a current liability as of March 31, 2025.


iv.
See Notes 7 and 13 for additional details about defaults subsequent to March 31, 2025.

Certain covenant tests will arise, under the terms of the various Company loans, during the following twelve months after the financial statements are authorized to be issued, which Management does not expect will be met.  In order to address and mitigate the risks of such future possible covenant breaches, the Murano Group has hired professional specialist advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring.  The plan is that the debt restructuring will address and resolve the risks of such future possible covenant breaches through negotiating different terms with the various lenders.  Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s various lenders, Management believes that, based on the advice and experience of the professional advisors, such a restructuring plan like to be successful and will mitigate the risk over the Company’s ability to continue as a going concern. The 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), which could generate additional cash flows compared to the current commercial arrangements.

As a result of these conditions, substantial doubt exists about the ability of the Company to continue as a going concern following twelve months after the financial statements are authorized to be issued

Management continues evaluating strategies to obtain the required additional funding necessary for future operations, to comply with all covenants as required by the loan agreements or to execute a debt restructuring plan which would result in favorable modifications or removal of certain covenants, and to be able to discharge the outstanding debt and other liabilities as they become due. In assessing these strategies, management has considered the available cash resources, inflows from the hotels that are already in operation, and future financing options available to the Company such as new or restructured loan agreements and the possible financial support of the major shareholder of the Company. However, the Company may be unable to access further equity or debt financing when needed.  As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all

These condensed interim consolidated and combined financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities and reported expenses that may otherwise be required if the going concern basis for the Group as of December 31, 2024, and for the year then ended, and for entities comprising the Group, were not appropriate.

11

 d.
Use of judgments and estimates

In preparing these consolidated and combined financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Group’s last annual financial statements as of December 31, 2024.

Measurement of fair values:

A number of the Group’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, including the level in the fair value hierarchy in which the valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:


 •
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

•
Level 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); and

•
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability are categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.


 e.
Material accounting policies

These condensed interim consolidated and combined financial statements follow the same accounting policies and methods of computation as the last annual consolidated and combined financial statements, except for the consolidation accounting policy, as explained in Note 2.b.


 f.
New accounting standards or amendments for 2025 and forthcoming requirements

A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025, and have been adopted by the Company. Their adoption has not had any material impact on the disclosure or the amounts reported in these financial statements. The Company has not early adopted any forthcoming new or amended accounting standards in preparing these financial statements.  The Company does not expect to have a significant impact from the adoption of the forthcoming standards.

12
3.
Cash and cash equivalents and restricted cash

As of March 31, 2025 and  December 31, 2024 cash and cash equivalents and restricted cash is as follows:

   
As of
  
   
March 31, 2025
    
December 31, 2024
  
             
Cash
  
$
1,651,197
    
$
1,661,613
  
Bank deposits (1) (2)
    
468,924,442
      
967,794,035
  
                 
Total cash and cash equivalents and restricted cash
  
$
470,575,639
    
$
969,455,648
  


(1)
Inmobiliaria Insurgentes 421 - In accordance with the long-term loan from Bancomext, the borrower must maintain a debt service reserve fund equivalent to the next amortization of principal payment plus interest, according to the amortization schedule, and an additional fund for an amount equivalent to the principal debt service reserve fund. While the amount can be withdrawn without penalty to cover payments, the borrower is obligated to replace such reserve funds within 15 days. As of March 31, 2025 and December 31, 2024, the principal reserve fund amounted to $1,539,769, and $44,069,120, respectively. As of March 31, 2025 and December 31, 2024, the debt service reserve funds have not been fully funded; for further information see notes 7 and 13.


(2)
Issuer trust 4323 – In accordance with the  terms of the Senior Secured Notes issued by the Group on September 12, 2024, On March 12, 2025 the Company paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000  to the principal amount of the secured senior notes, ending with a balance of $303,000,000. As of the date of the issuance of these interim condensed financial statements, the debt service reserve fund has not be fully funded. See note 2c “Going concern”. As of December 31, 2024, the debt service reserve fund amounted $338,419,950 (U.S.$16,500,000). This is a revolving reserve classified as cash and cash equivalents.

4.
Related-party transactions and balances-


i.
Outstanding balances with related parties as of March 31, 2025 and December 31, 2024 are as follows:

   
As of
  
   
March 31, 2025
    
December 31, 2024
  
Payable:
            
Affiliate:
            
Sofoplus S.A.P.I de C. V., SOFOM ER(1)
  
$
208,173,817
    
$
194,471,588
  
                 
Current portion
  
$
12,963,866
    
$
120,634,508
  
                 
Long-term portion
  
$
195,209,951
    
$
73,837,080
  

  (1)
Syndicated secured mortgage loan for up to U.S.$30,000,000 (U.S.15,000,000 granted by Exitus and U.S.$15,000,000 granted by Sofoplus to Murano World) which matures on June 24, 2025, and causes interest at an annual rate of 15.00% for which the major shareholders are joint obligors. Balance of this loan was paid with the proceeds of the U.S.$6,000,000. Granted by Sofoplus as described below.

The balance also includes invoices discounted by one supplier of the Group and Sofoplus with maturity on January 28, 2025. The balance as of March 31, 2025 and December 31, 2024 of the discounted invoices was $9,632,658 and  $9,828,201, respectively.

13
On September 30, 2024, Murano World signed a loan agreement with Sofoplus up to U.S.$3,600,000 with disbursements of U.S.$700,000, U.S.$100,000, U.S.$800,000, U.S.$1,000,000 and U.S.$1,000,000 on September 30, 2024, October 3, 2024, October 31, 2024, November 29, 2024, and December 13, 2024, respectively. The Group used this loan to repay the balance of the secured mortgage loan of U.S. $15,000,000. This loan requires us to pay monthly interest at the annual interest rate of 16% starting on October 1, 2024, with maturity on October 1, 2026.  Balance as of March 31, 2025 is U.S.$3,600,000.

On January 30, 2025, Murano World signed a loan agreement with Sofoplus up to U.S. $6,000,000 with draws of US $870,772 and $5,129,228 on January 31, 2025 and February 13, 2025.  This loan has to pay monthly interest at the annual interest rate of 16%, with maturity on February 1, 2028. The use of this loan is to re-paid the principal and interest  amounts from open balances with Sofoflups.  Balance as of March 31, 2025 is U.S.$6,000,000.

14
5.
Property, construction in process and equipment

Reconciliation of carrying amounts

         
Construction in
                
Computer
    
Transportation
          
Equipment and
        
   
Land
    
process
    
Buildings
    
Elevators
    
equipment
    
Equipment
    
Furniture(1)
    
other assets
    
Total
  
Cost:
                                                      
                                                       
Balances as of January 1, 2024
  
$
7,946,810,686
    
$
6,508,950,442
    
$
2,917,229,199
    
$
10,964,935
    
$
7,736,592
    
$
2,874,688
    
$
165,784,565
    
$
3,173,881
    
$
17,563,524,988
  
                                                                         
Additions
    
32,387,850
      
1,296,109,229
      
-
      
-
      
66,597
      
846,019
      
25,501
      
-
      
1,329,435,196
  
Capitalization of FF&E and OS&E, buildings and elevators
            
(2,354,555,747
)
    
1,973,759,232
      
9,489,941
                      
371,306,574
      
-
      
-
  
Revaluation
    
1,505,153,788
      
(1,981,481,567
)
    
811,137,367
                      
-
              
-
      
334,809,588
  
                                                                         
Balances as of December 31, 2024
  
$
9,484,352,324
    
$
3,469,022,357
    
$
5,702,125,798
    
$
20,454,876
    
$
7,803,189
    
$
3,720,707
    
$
537,116,640
    
$
3,173,881
    
$
19,227,769,772
  
                                                                         
Additions
    
-
      
141,748,140
      
-
              
109,128
      
-
      
1,029,971
      
-
      
142,887,239
  
                                                                         
Balances as of March 31, 2025
  
$
9,484,352,324
    
$
3,610,770,497
    
$
5,702,125,798
    
$
20,454,876
    
$
7,912,317
    
$
3,720,707
    
$
538,146,611
    
$
3,173,881
    
$
19,370,657,011
  

           
Construction in
                    
Computer
    
Transportation
            
Equipment and
          
   
Land
    
process
    
Buildings
    
Elevators
    
equipment
    
Equipment
    
Furniture(1)
    
other assets
    
Total
  
Accumulated depreciation:
                                                                        
                                                                         
Balances as of January 31, 2024
    
-
      
-
      
(71,580,551
)
    
(1,096,493
)
    
(6,671,119
)
    
(2,704,092
)
    
(59,109,049
)
    
(2,335,715
)
    
(143,497,019
)
                                                                         
Depreciation
    
-
      
-
      
(130,571,011
)
    
(1,807,015
)
    
(667,608
)
    
(286,195
)
    
(137,680,320
)
    
(152,202
)
    
(271,164,351
)
                                                                         
Balances as of December 31, 2024
    
-
      
-
      
(202,151,562
)
    
(2,903,508
)
    
(7,338,727
)
    
(2,990,287
)
    
(196,789,369
)
    
(2,487,917
)
    
(414,661,370
)
                                                                         
Depreciation
    
-
      
-
      
(35,448,803
)
    
(511,372
)
    
(94,860
)
    
(45,666
)
    
(30,802,709
)
    
(38,050
)
    
(66,941,460
)
                                                                         
Balances as of March 31, 2025
    
-
      
-
      
(237,600,365
)
    
(3,414,880
)
    
(7,433,587
)
    
(3,035,953
)
    
(227,592,078
)
    
(2,525,967
)
    
(481,602,830
)
                                                                         
Carrying amounts as of:
                                                                        
December 31, 2024
  
$
9,484,352,324
    
$
3,469,022,357
    
$
5,499,974,236
    
$
17,551,368
    
$
464,462
    
$
730,420
    
$
340,327,271
    
$
685,964
    
$
18,813,108,402
  
 
                                                                        
March 31, 2025
  
$
9,484,352,324
    
$
3,610,770,497
    
$
5,464,525,433
    
$
17,039,996
    
$
478,730
    
$
684,754
    
$
310,554,533
    
$
647,914
    
$
18,889,054,181
  

  (1)
Includes  FF&E and OS&E assets.

15
Construction in process

GIC I is a hotel complex with up to 1,016 rooms, currently under construction in Cancun, Quintana Roo; the total amount expected to be invested in the construction is $3,200,000,000, excluding land and financial costs. For the period ended March 31, 2025 and December 31, 2024, construction costs incurred were $141,748,140 and $1,296,109,229, respectively.

GIC II is a plot of land located in Cancun, Quintana Roo, where the Group plans to develop approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach club. For the period ended March 31, 2025 and December 31, 2024, construction costs incurred were $6,427,616 and $6,014,159, respectively.

See Notes 1 a. and 13 for additional details about the GIC Complex.

Insurgentes Hotel is a hotel complex comprising two individual hotels with a combined capacity of 396 rooms, located in Mexico City. This hotel commenced operations in the first quarter of 2023. As of March 31, 2025 and December 31, 2024 there were no additional capitalized costs incurred for the property.

Measurement of fair value

Land, construction in process and buildings

Fair value hierarchy

The Group engages third-party qualified appraisers to perform the valuation of the land, construction in process and buildings annually. The technical committee works closely with qualified external appraisers to establish the appropriate valuation techniques and inputs to the model.  The fair value measurement for the land, construction in process and buildings has been categorized as a Level 3 fair value based on the inputs to the valuation technique used. Changes in fair value are recognized in Other Comprehensive Income (OCI) or profit or loss to the extent losses exceed any revaluation gains.

Valuation technique and significant unobservable inputs

The following table shows the valuation technique used in measuring the fair value of the land,  construction in process and buildings, as well as the significant unobservable inputs used.

The revaluation gain (loss) for the years ended December 31, 2024 was $334,809,588. The Company did not revalue the assets as of March 31, 2025 and any the interim periods, as no factors or indicators were identified that could give rise to a material change in the fair value from the prior period revaluation.

16
Valuation technique
  
Significant unobservable inputs
  
Inter-relationship between
significant unobservable
inputs and fair value
measurement
         
Land
 
Group directors use the market-based approach to determine the value of the land as described in the valuation reports prepared by the appraisers.
 
In estimating the fair value of the subject assets, the appraiser performed the following:
 
•     Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
•    Selected relevant units of comparison (e.g., price per square  meter), and developed a comparative analysis for each.
•    Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical characteristics; and adjusted the comps as appropriate.
•     Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication.
•    The selected price per square meter is consistent with market prices paid by market participants and/or current asking market prices for comparable properties.
  
The appraiser compared the comps to the Subject Assets using comparison elements that include market conditions, location, and physical characteristics.
 
•          Location (0.80 - 1).
•          Size (1.08 - 1.20).
•          Market conditions (0.8 - 1).
  
The estimated fair value would increase if the adjustments applied were higher.

Construction in process
 
Group directors use the cost approach to determine the value of construction in process as described in the valuation reports prepared by the appraisers.
In estimating the fair value of building and site improvements, the appraiser performed the following:
•     Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
•     Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
  
The appraiser used an adjustment factor regarding the status of the construction in process.
 
Work in progress adjustment (0.6 - 0.98).
  
The estimated fair value would increase if the adjustments applied were higher.

17
Buildings
 
The Company directors use the cost approach to determine the value of buildings in current operation that has beginning their ramp up period (Cancun Complex/Hotel Vivid portion).
In estimating the fair value of building and site improvements, the appraiser performed the following:
•     Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
•     Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
  
N/A
  
N/A as not adjustment factor was used.

Carrying amount

Had the Group’s land and construction in process been measured on a historical cost basis, their carrying amount would have been as follows:

   
As of
  
   
March 31, 2025
    
December 31, 2024
  
             
Land
  
$
705,682,511
    
$
705,682,511
  
Construction in process
    
2,850,552,952
      
2,708,804,812
  
Buildings
    
3,511,697,427
      
3,574,609,548
  
                 
Total
  
$
7,067,932,890
    
$
6,989,096,871
  

Security

As of March 31, 2025 and December 31, 2024, properties with carrying amount of $18,739,287,362 and $18,817,329,303, respectively, were subject to mortgages or security trusts that form part of the security for certain bank loans (see Note 7). A list of the properties and related loans is as follows:

Property
  
Associated Credit Reference
Unit 1, 2, 4 y 5 / Grand Island
  
See Note 7 Terms and repayment schedule (8 & 11)
Unit 3 / Grand Island II
  
See Note 7 Terms and repayment schedule (3), (4), (9) and (10)
Beach Club – Playa Delfines
  
See Note 7 Terms and repayment schedule (5)
Insurgentes Sur 421 Complex
  
See Note 7 Terms and repayment schedule (1)
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
  
See Note 7 Terms and repayment schedule (2) and Note 4 reference (1)
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
    
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup. 4,117.88 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M, Sup. 11,986.53 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
  
See Note 7 Terms and repayment schedule (2)
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
  
See Note 7 Terms and repayment schedule (2)

18
6.
Investment property

Investment property is initially measured at cost and subsequently at fair value with any change therein recognized in profit and loss.

The revaluation gain for the period ended December 31, 2024 was $239,508,511.  The Company did not revalue the assets as of March 31, 2025 and any the interim periods, as no factors or indicators were identified that could give rise to a material change in the fair value from the prior period revaluation.

7.
Long-term debt

   
As of
  
   
March 31, 2025
    
December 31, 2024
  
             
Current liabilities:
            
Current portion of secured bank loans
  
$
3,121,983,916
    
$
3,104,552,010
  
Unsecured bank loans
    
-
      
30,694,061
  
Interest
    
304,150,940
      
346,134,418
  
Total current liabilities
  
$
3,426,134,856
    
$
3,481,380,489
  
                 
Non-current liabilities:
                
Secured bank loan
  
$
7,623,977,678
    
$
7,692,819,937
  
Unsecured bank loans
    
30,530,974
      
-
  
Total non-current liabilities
  
$
7,654,508,652
    
$
7,692,819,937
  

19
The secured bank loans are secured over land and construction in process with a carrying amount of $20,079,287,362 and $19,973,324,789 as of  March 31, 2025 and December 31, 2024, respectively.

                       
As of
  

Currency
  
Nominal interest rate 2025
    
Nominal interest rate 2024
    
Maturity
    
March 31, 2025
    
December 31, 2024
  
                                 
Inmobiliaria Insurgentes 421:
                                
Bancomext (1)
USD
  
SOFR + 3.5%
    
SOFR + 3.5%
    
2037
      
2,017,572,210
      
2,029,066,425
  
Cost to obtain loans and commissions
                        
(16,701,743
)
    
(17,038,019
)
Total Inmobiliaria Insurgentes 421
                        
2,000,870,467
      
2,012,028,406
  
                                     
Murano World:
                                    
Exitus Capital (2)
USD
  
15.00%

 
15.00%

   
2026 y 2027
      
371,166,682
      
373,168,040
  
Arrendadora Fínamo, S.A. de C.V. (“Fínamo”) (3)
MXN
  
15.76%

 
15.76%

   
2027
      
274,227,454
      
282,011,355
  
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM ENR (Finamo) (4)
MXN
  
22.00%

 
22.00%

   
2025
      
144,493,360
      
144,493,360
  
ALG (5)
USD
  
10%

 
10%

   
2030
      
408,006,000
      
410,206,000
  
Santander International (6)
USD
  
Best Rate+0.80%
    
Best Rate+0.80%
      
2025
      
30,530,974
      
30,694,061
  
Cost to obtain loans and commissions
                          
(6,876,807
)
    
(7,833,206
)
Total Murano World
                          
1,221,547,663
      
1,232,739,610
  
                                       
Edificaciones BVG:
                                      
Exitus Capital (7)
                          
3,883,403
      
4,776,175
  
Total Edificaciones BVG
                          
3,883,403
      
4,776,175
  
                                       
Murano PV:
                                      

NAFIN (8)
USD
  
SOFR + 3.75% first year; second
year SOFR +4.00 and third year
SOFR + 4.25%
    
SOFR + 3.75% first year; second
year SOFR +4.00
and third year SOFR +
4.25%
      
2027
      
1,120,834,488
      
1,126,878,115
  
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM NR (ASC Finamo) (9)
USD
  
15%

 
15%

   
2030
      
455,703,334
      
458,160,522
  
ASC Finamo (10)
MXN
  
22%

 
22%

   
2025
      
100,000,000
      
100,000,000
  
Cost to obtain loans and commissions
                          
(24,643,543
)
    
(26,599,533
)
Total Murano PV
                          
1,651,894,279
      
1,658,439,104
  
                                       
Fideicomiso 4323 (issuer trust):
                                      
Senior Notes(11)
    USD
  
11% plus 2% of PIK capitalized first three years
    
11% plus 2% of PIK capitalized first three years
      
2031
      
6,120,090,000
      
6,153,090,000
  
Cost to obtain loans and commissions
                          
(221,793,244
)
    
(233,007,287
)
Total Fideicomiso 4323
                          
5,898,296,756
      
5,920,082,713
  
                                       
 
Accrued interest payable
                          
304,150,940
      
346,134,418
  
Total debt
                          
11,080,643,508
      
11,174,200,426
  
                                       
Current instalments
                          
3,426,134,856
      
3,481,380,489
  
                                       
Long-term debt, excluding current instalments
                        
$
7,654,508,652
    
$
7,692,819,937
  

20

 (1)
On October 18, 2018, Inmobiliaria Insurgentes 421 obtained a U.S.$49,753,000 unsecured loan. This loan was renegotiated to U.S.$75,00,000 on October 10, 2022, with this loan, the Group repaid fully the first loan, including interest. This loan is secured by the Insurgentes Complex with OHI421 and OHI421 Premium jointly liable.

In May 2023, the Group restructured this loan with an increase of U.S.$25,000,000 giving a total credit line of U.S.$100,000,000.

On April 4, 2024, the Group amended the loan agreement between Inmobiliaria Insurgentes 421 and Bancomext. The main change included reducing the amount of the principal payments from April 2024 to April 2025, as well as receiving an event of default waiver from Bancomext, in connection with the borrower’s funding obligations in respect of the debt service reserve accounts. The parties executed an amendment and waiver agreement to provide new terms and conditions with respect to the funding obligations of the debt service reserve accounts. As of December 31, 2024, the Group has not fully funded the debt services reserve accounts, resulting in a covenant breach. Although the loan has not been accelerated and the creditor thereunder has not threatened to accelerate the loan, pursuant to IFRS 1 “First-time Adoption of International Financial Reporting Standards”, this loan is classified as current liability as of December 31, 2024. As of the date of the issuance of these financial statements, the Group has requested a waiver of this breach from the lender and is in discussions to potentially obtain this waiver in the short term.


 (2)
On September 30, 2024, Murano World restructured its debt with Exitus Capital and substitute the remaining balance of the following three loans:  (i) Syndicated secured mortgage loan of U.S.$30,000,000 (U.S.15,000,000 granted by Exitus and U.S.$15,000,000 granted by Sofoplus) with the major shareholders of the Group as joint obligors; (ii) Loan agreement up to U.S.$2,500,000 with the major shareholders as joint obligors. As of December 31, 2023, the total amount drawn was $18,391,571 (U.S. $1,088,677). On January 26, 2024, February 26, 2024, March 26, 2024, April 26, 2024 and May 26, 2024, the Group drew U.S.$70,000, U.S.$316,000, U.S.$311,000, U.S.$325,000 and U.S.$374,000 respectively and (iii) Loan agreement for U.S.$972,300 signed on June 26, 2023 with balances at that date in the amounts of U.S.$15,000,000, U.S.$2,434,012 and U.S.$715,297, respectively. The amount of the new credit line was U.S.$18,149,309.  The new loan requires us to pay interest quarterly at the annual interest rate of 15% starting October 1, 2024, with maturity on December 30, 2025. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(3)
Sale and lease back agreement signed with Finamo in February 2023 for an amount of $350,000,000 with a 48-month termination period. The agreement includes the pledge of plots of land as security in La Punta Baja Mar that are subject to a registered debenture. The Group signed additional sale and lease back agreements for $60,000,000 in October and November 2023. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(4)
On December 3, 2024, Murano World, as borrower and the major shareholders of the Group as joint obligors signed a loan agreement with Administradora de Soluciones de Capital, S.A. de C.V. SOFOM E.N.R. (Finamo) in the amount of $144,493,360 with maturity of 12 months and pays interest in a two-month period at the annual rate of 22%. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(5)
Secured loan agreement signed by Murano World, in March 31, 2023, for purchase and development of the beach club, which also guarantees this loan. This loan accrues interest at an annual rate of 10%. The interest payment due in December 2024 was not made, and as result, this loan is breached. Although the loan has not been accelerated and the creditor thereunder has not threatened to accelerate the loan, pursuant to IFRS 1 “First-time Adoption of International Financial Reporting Standards”, this loan is classified as current liability as of March 31, 2025 and December 31, 2024. As of the date of the issuance of these financial statements, the Group is preparing to engage in constructive discussions with ALG to remedy this default.

21

 (6)
Loan with “Best rate” interest for preferred clients. On March 27, 2024, Murano World increased this credit line from U.S.$1,500,000 to U.S.$2,000,000.  On October 30, 2024, the Group repaid U.S.$500,000 to this loan agreement.  On March 7, 2025, Murano World extended the maturity of the Santander loan in the amount of US. $1,500,000 from March 7, 2025 to March 7, 2027.


(7)
Sale and lease back agreement signed with Exitus Capital in December 2019 with a 36-month termination period for each tranche. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(8)
On October 17, 2024, Murano PV, as borrower, the major shareholders of the Group as joint obligors, and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The maturity of this loan is October 28, 2027. The Group received the tranche A and part of the tranche B on October 28, 2024, in the amount of U.S.$54,942,059 at the signature date of the agreement.  The interest will be capitalized during the term of the loan at the interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third year. Not being in default of any covenants under this loan agreement is a condition for any drawdown of the remaining balance of Tranche B (used for the interest payments).


(9)
On January 5, 2024, the Group signed a loan agreement with Finamo for $350,000,000 at a fixed annual interest rate of 17%; funds were received on the same date. On January 5, 2024, the Company and the major shareholder of the Group as joint obligor, also signed an additional loan agreement with Fínamo for U.S.$26,000,000 at a fixed annual interest rate of 15%. The funds were received on January 18, 2024, and part of this loan was used to pay the $350,000,000 described above. Unit 3 of the land in Grand Island was given as a guarantee under this loan agreement. On October 2, 2024, the Group make a prepayment of U.S. $3,661,930. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(10)
On April 9, 2024, Murano PV and the major shareholder of the Group as joint obligor, signed a loan agreement with Finamo for $100,000,000 with maturity in 6 months and a fixed annual interest rate of 22%. On December 3 the Group negotiated an extension to pay the principal amount of this loan from October 4, 2024, to November 5, 2025. See Note 13 for additional details about defaults subsequent to December 31, 2024.


(11)
On September 12, 2024, the Group closed a 144A bond financing issuing secured senior notes for U.S.$300,000,000 with maturity as of September 12, 2031, and will pay semi-annual coupons at the interest rate of 11% plus a 2% of PIK interest that will be capitalized over the first three years of the notes. The senior notes are guarantee by a mortgage over the private units 1 and 2 of the GIC Complex as well as the collection rights of the revenues generated by the phase one of the GIC Complex (1,016 rooms).  The main uses of this financing were to repay in full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT credit.

The loan agreements referred to above include covenants and restrictions that require, among other things, to provide quarterly and annually the lenders with the companies’ internal financial statements and compliance with certain ratios. Non-compliance with such requirements constitutes an event of default under which the respective creditors or agents thereof may declare amounts outstanding thereunder immediately due and payable.

As of March 31, 2025 and December 31, 2024, the Group had complied with all terms and covenants included in the loan agreements, except for the breach of Inmobiliaria Insurgentes I421 to fund the reserve account under the Bancomext loan as of March 31, 2025 and December 31, 2024, respectively, and the interest payment default under the ALG loan with respect to the coupon due in December 2024. None of these loans have been accelerated and the creditors thereunder have not threatened to accelerate any such loan, however pursuant to IFRS 1 “Presentation of Financial Statements”, these loans are classified as current liabilities as of March 31, 2025 and December 31, 2024, in the condenses interim consolidated financial statements. See Note 13 for additional details.

22
8.
Revenue

For the three-month period ended March 31, 2024 and 2024, the Company’s revenue is derived from contracts with customers, which include the operation of hotels and the resultant income received from guests and related services, and revenue for administrative services with related parties.

   
For the three-month period ended
March 31,
  
   
2025
    
2024
  
             
Revenue from contracts with customers
  
$
320,737,233
    
$
107,105,009
  
Revenue for administrative services with related parties and expense reimbursements
    
-
      
-
  
                 
Total revenue
  
$
320,737,233
    
$
107,105,009
  

Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by primary major products and service lines and timing of revenue recognition for the three months perido ended March 31 2025 and 2024:

   
For the three-month period ended
March 31,
  
   
2025
    
2024
  
Major products/service lines
            
Room rentals
  
$
116,097,764
    
$
71,164,213
  
Food and beverage
    
37,221,008
      
30,881,856
  
All-inclusive
    
139,568,390
      
-
  
SPA Services
    
5,529,256
      
1,237,592
  
Other services
    
22,306,815
      
3,821,348
  
Total revenue from contracts with customers
    
320,723,233
      
107,105,009
  
                 
Timing of revenue recognition:
                
Services and products transferred at a point in time
    
65,057,079
      
35,940,796
  
Services transferred over time
    
255,666,154
      
71,164,213
  
 
                
Total revenue from contracts with customers
  
$
320,723,233
    
$
107,105,009
  

9.
Other income

   
For the three-month period ended
March 31,
  
   
2025
    
2024
  
             
Other income
            
VAT revaluation
  
$
2,827,273
    
$
1,258,417
  
Amortization of key money
    
1,170,893
      
599,654
  
Other income
    
2,764,559
      
11,009,626
  
                 
Total other income
  
$
6,762,725
    
$
12,867,697
  

10.
Income tax

The Mexican tax law effective as January 1, 2014 is applicable to the Group, which imposes an income tax of 30%.

The change in effective tax rate was caused mainly by the following factors:


 •
The temporary differences that arise from the balances of the property, CIP and equipment and the right-of-use assets and the lease liabilities items.

23
11.
Stockholders’ Equity


a.
Common stock at par value as of March 31, 2025 is as follows:

   
Number of shares
    
Amount
  
Fixed capital:
            
Series A
    
50,000
    
$
50,000
  
                 
Variable capital:
                
Series B
    
900,002,000
      
900,002,000
  
Total
    
900,052,000
    
$
900,052,000
  

12.
Commitments and contingencies


1.
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the five years prior to the most recent income tax return filed.


2.
In accordance with  Mexican Tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be similar to those that would be used in arm´s-length transactions. Should the tax authorities examine the transactions and reject the related-party prices, they could assess additional taxes plus the related inflation adjustment and interest, in addition to penalties of up to 100% of the omitted taxes.


3.
On September 10, 2019, and as amended on March 28, 2021, July 11, 2023  and the extension on January 19, 2024, the Group signed a Hotel Management Agreement with AMR Operaciones MX, S. de R L. de C. V. (AMR). Under this contract, AMR is solely engaged as an exclusive managing agent of the 1,016 keys  with the brands Vivid (400 keys) and Dreams (616 keys) of the Cancun complex on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 25th full Fiscal Year following the opening date.


4.
On May 11, 2022, the Group signed a Hotel Services Agreement with Hyatt of Mexico, S.A. de C.V. (“Hyatt”). Under this contract, Hyatt is solely engaged as an exclusive managing agent of the Andaz Hotel on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 20th full Fiscal Year following the opening date.


5.
On May 11, 2022, the Group signed a Hotel Management Agreement with Ennismore Holdings US Inc. (“Accor”). Under this contract, Accor is solely engaged as an exclusive managing agent of the Mondrian Hotel on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 20th full Fiscal Year following the opening date


6.
In March 2024, in connection with the A&R BCA aforementioned, the shareholders transferred 1,250,000 shares to certain vendors of Murano World as advance consideration for future construction and marketing services. Since these services have not yet been received, no increase in assets nor equity has been recognized as of the date of these condensed interim consolidated and combined interim financial statements.


7.
The Group has analyzed the risk of a future covenant breach under the terms of the NAFIN loan agreement (note 7 (8)), due to non-compliance with the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025.  The Group has and is actively in discussions with the lender to obtain a waiver for this covenant.

24

 8.
The Group has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes and lease agreements.  As referred to in the Going Concern Note 2c, in order to address and mitigate the risks of such future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others.  The Murano Group has hired specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a possible  restructuring of the Senior Secured Notes.  Whilst the terms of such a restructuring of the Senior Secured Notes have not yet been agreed with the noteholders, Management believes that, based on the advice and experience of the professional advisors, such a restructuring plan like to be successful.


9.
In addition to defaults existing as of December 31, 2024, the payment defaults described in note 13. 4., could also trigger cross defaults under other debt and lease instruments in respect of which the Group is an obligor.

13.
Subsequent events


1.
On April 4, 2025 Murano World repaid in full the outstanding balance of the sale and lease back agreement with Exitus at that date in the amount of $3,286,980


2.
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of the Company and the Issuer Trust, gave notice of the occurrence of a Rapid Amortization Event due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least 1.0:1.0 as of the calculation date falling on March 31, 2025.  Such Rapid Amortization Event did not result in the debt being callable under the terms of the Senior Secured Notes.


3.
The Company is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with the current hotel operator regarding potential changes to the current operations and administration services agreement).


4.
As of the date of the issuance of these financial statements the Group did not make interest or lease payments, as applicable, under the instruments described in note 7 (2), (3), (4), (7) (9) and (10) from January to June 2025 and is seeking a waiver to deliver  audited financial information required for the for the loans described in note 7 in the short term. Management is reviewing potential defaults and expects to proactively engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of issuance of these financial statements. See Note 2c.


5.
On June 18, 2025, Bancomext approved the restructuring of the Insurgentes 421 Loan described in note 7 (1). This restructuring will allow the company to cure the covenant breaches with the lender. The restructuring and final terms will be finalized in the short term.


6.
On June 26, 2025, NAFIN waived the covenant breaches that the Company   has to the date  from the loan described in note 7 (8),  including the  extension of  the substitution of the mortgage from the private units 4 and 5 of the Cancun complex for the private unit 3 until December 31, 2025, it also gives and additional extension to finalize the construction of the 616 keys missing of the total 1,016 keys of the phase one of the Cancun Complex, until December 31, 2025, it gives the option of the Company to deliver audited financial information from December 31, 2024 until July 31, 2025,  among others.

* * * * * *


25