Commitments and contingencies

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.

In accordance with the Mexican tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be like those 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.

On May 11, 2022, the Company 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.

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 consolidated and combined interim financial statements.

On October 13, 2025, Finamo and Arrendadora Finamo initiated a commercial enforcement proceeding (juicio oral mercantil) against Murano PV, Murano World, 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 Mexico 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.

The Company has analyzed the risk of future covenant breaches in the following twelve months under the terms of  loan and lease agreements.  As referred to in the Going Concern notes 2c, 10 and 20. and, 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. Management has active negotiations with all lenders including the restructuring terms with the principal lenders including the holders of the 2031 Notes as well as a potential payment in kind of certain debts with the mortgage guarantees.

In addition to defaults existing as of December 31, 2025, the payment defaults described in note 20f., also trigger cross defaults under other debt and lease instruments in respect of which the Company is an obligor.