Basis of preparation |
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of preparation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of preparation |
These consolidated and combined financial statements have been prepared on a consolidated basis at the Murano Global
Investments PLC level as of and for the years ended December 31, 2025 and 2024 and on a combined basis as of December 31, 2023 for Murano PV, S. A. de C. V. and the combined entities described in b. Capital restructuring below prior to the
capital restructuring which occurred on March 8, 2024.Since the entities 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.
The Company has prepared these consolidated and combined financial statements in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (IASB).
Basis of measurement
The consolidated and combined financial statements
have been prepared on the historical cost basis, except for derivative financial instruments, net defined benefit liability and certain items of property, construction in process and equipment such as land, buildings and construction in
process, which are measured at fair value at the end of each reporting period.
On March 8, 2024, the Company underwent a
restructuring to establish Murano Global Investments PLC as the parent Company of the Company and Murano PV, S. A. de C. V. 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 Company in exchange for cash and promissory notes.
Since the entities within the Company were under common control prior to 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 20, 2024, mainly because prior to and after the
capital restructuring, the entities within the Company are controlled by the same group of shareholders.
The capital restructuring was measured at the previous carrying amounts of assets and liabilities.
These 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.
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 and to start up the hotel operations mentioned in note 1 (a). As of December 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 December 31, 2025, certain covenants have been breached as follows:
As of December 31, 2025, the
outstanding principal amount of this loan was U.S.$98.7 million ($1,772.6 million pesos), and as a result of the covenant breach described above, the loan was classified as a current liability.
Due to the breaches described above the 2031 Notes are classified as
current liability as of December 31, 2025 in the amount of U.S.$306 million ($5,494.1 million pesos).
The Company continued with formal discussion with the ad hoc group of the 2031 Note holders after December 31, 2025, and, as described, in note 20 (b) a term sheet agreement for the restructuring of the 2031 Notes was reached on March 10, 2026. See note 20 (b) for additional information.
As result of the covenant breach described above, the NAFIN loan is classified as current liability as of December 31, 2025 in the amount of U.S.$58.2 million ($1,044.4 million
pesos).
The Company maintained active discussions with NAFIN to make the payment of the balance of this loan by executing the mortgage guarantee and is
revisiting if the private unit 5 of the Cancun Complex will be sufficient to cover the debt balance.
The Company maintained
active discussion with Exitus to make the payment of this loan with a payment in kind.
As
result of the covenant breach described above, the Finamo loans are classified as current liability as of December 31, 2025 in the amount of approximately U.S.$53.7 million ($964.2 million pesos).
As of the date of the issuance of these financial statements the
negotiations described above are in process of formalization.
See notes 10 and 20 for additional details about defaults subsequent to December 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 possible covenant breaches in the future, the Company is in communications with each lender to execute a debt restructuring as described above. 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 all
the Company’s various lenders, Management believes that such a restructuring plan will mitigate the risk over the Company’s ability to continue as a going concern. The Company 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 well as a payment in kind with
the assets of the Company.
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. 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 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 Company as of December 31, 2025, and for the year then ended, and for
entities comprising the Company, were not appropriate.
These consolidated and combined financial statements are presented in Mexican pesos. All amounts have been rounded, unless otherwise indicated.
For each entity, the Company determines the functional currency and items included in the financial statements of each entity are
measured using that functional currency.
For purposes of disclosure in the notes to these consolidated and combined financial statements, “pesos” or “$”, means Mexican pesos and “dollars”
or “U.S.$” means United States of America dollars.
Operations are managed and the financial performance is evaluated on a company-wide basis. Accordingly, all of the Company’s hotels, construction
and service operations are considered by management in one reportable operating segment; therefore, no separate segment disclosures
are presented.
In preparing these consolidated and combined financial statements, management has made judgments and estimates that affect the application of the
Company’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the combined
financial statements is included in the following notes:
Note 3(g) - Construction in process, land and buildings: Subsequent measurement of construction in process is at fair value based on periodic, at
least annual valuations performed by external independent appraisers.
Information 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 liabilities within the next financial year is included in the following notes:
Note 2c – assumptions about going concern matters.
Note 7 - determining the fair value of construction in process, land and building on the basis of significant unobservable inputs;
Note 8 - determining the fair value of the investment property on the basis of significant unobservable inputs;
Note 9 – determining the valuation of leases;
Note 11 - measurement of defined benefit obligations: key actuarial assumptions;
Note 13 - recognition of deferred tax assets: availability of the future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized;
Note 14 - determining the fair value of financial derivative instruments; and
Note 19 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources.
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities.
The Company reviews the significant observable inputs and valuation adjustments.
If third-party information, such as broker quotes or pricing services, is used to measure fair values, the Company evaluates the evidence obtained
from third parties to support the conclusion that these valuations meet the requirements of IFRS, 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 Company uses observable market data whenever possible. Fair values are categorized
into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
If 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 in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has
occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
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