Debt with related parties | Note 9 - Debt with related parties: 9.1 Transactions with related parties For the nine-month periods ended September 30, September 30, Interest expense on Promissory Notes Ps. 20,800 Ps. 112,844 Interest expense on Promissory Notes 53,189 288,686 Interest expense on Promissory Notes 1,979 10,649 Interest expense on Promissory Notes 200 1,075 Deferred bonus expense payable to key — 11,412 Interest accrued on deferred bonus 1,191 3,604 Professional fees payable to other — 1,401 Total Ps. 77,359 Ps. 429,671 9.2 Balances with related parties Current liabilities September 30, December 31, Deferred bonus payable to related (1) Ps. — Ps. 43,161 Other bonus payable — 35,269 Total Ps. — Ps. 78,430 Non-current liabilities September 30, December 31, Promissory Notes Ps. — Ps. 4,340,452 (1) Part of this payment was deferred and accrued interest at a rate from 10 % to 15 % and was paid as a result of the IPO. See Note 4.1 and the corresponding interest in Note 9.1. In February 2024, the Company repaid the outstanding amount of Senior, 2017 Junior and 2020 Junior Promissory Notes, with the proceeds of the IPO (See Note 1). 9.3 As of December 31, 2023, the Company’s debt related to the Promissory Notes was as follows: Debt with related parties December 31, 2023 Promissory Amount of (1) Currency Principal (2) Accrued (2) Total (2) Interest Maturity Guarantee (3) Non-Current Senior Promissory Notes 94,747,329 US$ Ps. 1,592,780 Ps. 2,565,678 Ps. 4,158,458 14 % Dec 2026 Guaranteed 2017 Junior Promissory 5,000,000 US$ 70,953 108,292 179,245 15 % Dec 2026 Guaranteed 2020 Junior Promissory 650,000 US$ 1,689 1,060 2,749 14 % Dec 2026 Guaranteed Total 100,397,329 Ps. 1,665,422 Ps. 2,675,030 Ps. 4,340,452 (1) Amounts in the “Amount of the Promissory Notes” column are presented in the original issuance amount in US$. (2) Amounts in the “Principal”, “Accrued Interest Payable” and “Total” columns are presented in thousands of Mexican pesos. These columns correspond only to amounts due to related parties of BBB Foods Inc., the remainder of the amount of each Promissory Notes is disclosed as debt (See Note 10). (3) On November 20, 2020, the Mexican Subsidiaries became guarantors of BBB Foods Inc.´s obligations under the Promissory Notes guaranteeing payment at maturity in case of default or breach of a covenants of BBB Foods Inc. Terms and conditions of the Promissory Notes a. Senior Promissory Notes: On November 30, 2016, BBB Foods Inc. entered into a Senior Promissory Notes Agreement, pursuant to which the Company issued promissory notes (the “Senior Notes”) in the aggregate amount of US$ 94,747,329 , of which 99.5 % was due to related parties and 0.5 % to third parties, bearing interest at an annual rate of 14 %, with principal and interest payable at maturity. On October 23, 2023, the Company signed a new amendment to extend the maturity to December 31, 2026 agreeing to pay an additional amount of US$ 4,100,000 at maturity to the registered holders, and an advisory fee of US$ 400,000 to QS Management Ltd., in order to modify the existing terms and conditions of the original debt, which leads to classify the transaction as a modification of debt. The Senior Notes are held by both related parties, and third parties. The total amount has been split to show the nature of the counterparty creditors. Amounts outstanding under the Senior Notes were comprised as follows: September 30, December 31, Related parties Ps. — Ps. 4,158,458 Third parties — 20,454 Total Ps. — Ps. 4,178,912 The related parties were as follows: September 30, December 31, BBB Foods Inc. stockholders Ps. — Ps. 1,122,056 Investment fund related to QS BBB — 3,035,234 Key management personnel — 1,168 Total Ps. — Ps. 4,158,458 b. 2017 Junior Promissory Notes: On August 9, 2017, BBB Foods Inc. entered into a Junior Promissory Notes Agreement, pursuant to which the Company issued promissory notes (the “2017 Junior Notes") in the aggregate amount of US$ 5,000,000 , of which 84 % was due to related parties and 16 % to third parties, with a term of 9 years bearing interest at an annual rate of 15 %, with principal and interest payable at maturity. On October 23, 2023, the Company signed a new amendment to extend the maturity to December 31, 2026 agreeing to pay an additional amount of US$ 230,000 to the registered holders, in order to modify the existing terms and conditions of the original debt, which leads to classify the transaction as a modification of debt. The 2017 Junior Notes are held by both related parties, and third parties. The total amount has been split to show the nature of the counterparty creditors. Amounts outstanding under the 2017 Junior Notes were comprised as follows: September 30, December 31, Related parties Ps. — Ps. 179,245 Third parties — 34,142 Total Ps. — Ps. 213,387 The related parties were as follows: September 30, December 31, Key management personnel Ps. — Ps. 104,559 BBB Foods Inc. stockholders — 59,748 Close family member of key — 10,670 Other related parties — 4,268 Total Ps. — Ps. 179,245 c. 2020 Junior Promissory Notes: On June 30, 2020, BBB Foods Inc. entered into a Junior Promissory Notes Agreement, whereby the Company issued promissory notes (the “2020 Junior Notes”), in the aggregate amount of US$ 650,000 , out of which 15.4 % corresponded to related parties and 84.6 % to third parties, with 6 years-term, bearing interest at an annual rate of 14 %, with principal and interest payable at maturity. The 2020 Junior Notes are held by both related parties, and third parties, so the total amount has been split to show the nature of the counterparty creditors. Amounts outstanding under the 2020 Junior Notes were comprised as follows: September 30, December 31, Related parties Ps. — Ps. 2,749 Third parties — 15,118 Total Ps. — Ps. 17,867 The related parties were as follows: September 30, December 31, BBB Foods Inc. shareholders Ps. — Ps. 2,749 d. Covenants The Promissory Notes contained certain provisions that the Company complied as of December 31, 2023. 9.4 Key Management personnel compensation a. Compensation to key management personnel during the nine-month periods ended September 30, 2024 and 2023 was Ps. 577,496 and Ps. 399,669 , respectively. The compensation was recognized as part of administrative expenses. For the nine-month periods ended September 30, September 30, Share-based payments (See Note 17) Ps. 396,054 Ps. 302,438 Short-term employee benefits 181,442 85,819 Deferred bonus (See Note 9.1) — 11,412 Ps. 577,496 Ps. 399,669 b. The CEO of BBB Foods Inc. is shareholder of Bolton Partners LTD, a related party. | Note 13 - Debt with related parties 13.1. Transactions with related parties December 31, December 31, December 31, Interest expense on Promissory Notes payable to shareholders Ps. 152,063 Ps. 151,198 Ps. 133,406 Interest expense on Promissory Notes payable to other related parties 389,021 386,966 341,585 Interest expense on Promissory Notes payable to key Management personnel 14,349 14,162 12,392 Interest expense on Promissory Notes payable to close family member of key Management 1,449 1,430 1,251 Costs of modification and remeasurement of Promissory Notes payable to shareholder 20,719 — — Costs of modification and remeasurement of Promissory Notes payable to other related party 59,951 — — Costs of modification and remeasurement of Promissory Notes payable to key management personnel 2,019 — — Costs of modification and remeasurement of Promissory Notes payable to close member family of key management 204 — — Deferred bonus expense payable to key Management personnel — 11,787 4,187 Interest accrued on bonus payable to key Management personnel 4,523 3,460 3,077 Professional fees payable to other related parties (1) 1,868 2,048 2,085 Total Ps. 646,166 Ps. 571,051 Ps. 497,983 (1) Corresponds to the annual payment made on an arms-length transaction to QS Management Ltd which is a related party of QS BBB, related to professional services. 13.2. Balances with related parties December 31, December 31, Current Liabilities Deferred bonus payable to related parties (2) Ps. 43,161 Ps. — Other bonus payable 35,269 43,834 Total Ps. 78,430 Ps. 43,834 Non-Current Liabilities Debt with related parties (1) Ps. 4,340,452 Ps. 4,276,058 Deferred Bonus payable to related parties (2) — 44,528 Total Ps. 4,340,452 Ps. 4,320,586 (1) Corresponds to Promissory Notes (2) Part of this payment was deferred and accrued interest at a rate from 10 % to 15 %, and will be paid in an exit event (such as an IPO). See Note 5.1 and the corresponding interest in Note 13.1. 13.3. As of December 31, 2023 and 2022, the Company’s debt under Promissory Notes was as follows: Debt with related parties December 31, 2023 Promissory Notes Amount of (1) Currency Principal (2) Accrued (2) Total (2) Interest Maturity Guarantee (3) Non-Current Senior Promissory Notes 94,747,329 US$ 1,592,780 2,565,678 4,158,458 14 % Dec 2026 Guaranteed 2017 Junior Promissory Notes 5,000,000 US$ 70,953 108,292 179,245 15 % Dec 2026 Guaranteed 2020 Junior Promissory Notes 650,000 US$ 1,689 1,060 2,749 14 % Dec 2026 Guaranteed Total 100,397,329 1,665,422 2,675,030 4,340,452 (1) Amounts in the “Amount of the Promissory Notes” column are presented in the original issuance amount in US$. (2) Amounts in the “Principal”, “Accrued Interest Payable” and “Total” columns are presented in thousands of Mexican peso. These columns correspond only to amounts due to related parties of BBB Foods Inc., the remainder of the amount of each Promissory Notes is disclosed as debt (see Note 14). (3) On November 20, 2020, the Mexican Subsidiaries became guarantors of BBB Foods Inc.'s obligations under the Promissory Notes guaranteeing payment at maturity in case of default or breach of a covenants of BBB Foods Inc. Debt with related parties December 31, 2022 Promissory Notes Amount of (1) Currency Principal (2) Accrued (2) Total (2) Interest Maturity Guarantee (3) Non-Current Senior Promissory Notes 94,747,329 US$ 1,825,472 2,272,766 4,098,238 14 % May 2024 Guaranteed 2017 Junior Promissory Notes 5,000,000 US$ 81,318 93,796 175,114 15 % May 2024 Guaranteed 2020 Junior Promissory Notes 650,000 US$ 1,936 770 2,706 14 % May 2024 Guaranteed Total 100,397,329 1,908,726 2,367,332 4,276,058 (1) Amounts in the “Amount of the Promissory Notes” column are presented in the original issuance amount in US$. (2) Amounts in the “Principal”, “Accrued Interest Payable” and “Total” columns are presented in thousands of Mexican peso. These columns correspond only to amounts due to related parties of BBB Foods Inc., the remainder of the amount of each Promissory Notes is disclosed as debt (see Note 14). (3) On November 20, 2020, the Mexican Subsidiaries became guarantors of BBB Foods Inc.'s obligations under the Promissory Notes guaranteeing payment at maturity in case of default or breach of a covenants of BBB Foods Inc. Terms and conditions of the Promissory Notes a. Senior Promissory Notes: On November 30, 2016, BBB Foods Inc. entered into a Senior Promissory Notes Agreement, pursuant to which the Company issued promissory notes (the “Senior Notes”) in the aggregate amount of US$ 94,747,329 . In Mexican peso, the principal amounts were Ps. 1,600,614 and Ps. 1,834,450 , as of December 31, 2023 and 2022, respectively (of which 99.5 % was due to related parties and 0.5 % to third parties, as shown below) with an original term of 6 years (with a maturity date of November 30, 2022 ), bearing interest at an annual rate of 14 %, with principal and interest payable at maturity. Accrued interest was Ps. 2,578,298 (US$ 152,620,740 ), and Ps. 2,283,945 (US$ 117,963,235 ), as of December 31, 2023 and 2022, respectively (See Note 5.3 for exchange rates used). On November 23, 2021, the holders of the Senior Notes agreed to extend the maturity thereof for almost 2 years, to May 31, 2024 . On October 23, 2023, the Company signed a new amendment to extend the maturity to December 31, 2026 agreeing to pay an additional amount of US$ 4,100,000 at maturity to the registered holders, and an advisory fee of US$ 400,000 to QS Management Ltd., in order to modify the existing terms and conditions of the original debt, which leads to classify the transaction as a modification of debt. Consequently, these additional amounts adjusted the carrying amount of the liability related to this modification with the corresponding loss recognized as finance costs. Subsequently, as of December 31, 2023, the Company remeasured the amortized cost of the debt due to changes on the expectation of cash flows and recognized an additional loss. As follows the breakdown for each concept: Modification of debt Remeasurement of debt Debt - Third parties (Note 14) Ps. 258 Ps. 132 Related parties 52,518 26,894 Total Ps. 52,776 Ps. 27,026 As mentioned above, the holders of the Senior Notes include related parties, such as shareholders, as well as third parties, so the total amount of the Senior Notes has been split to show the nature of the counterparty creditors. See Note 14 for further information. Amounts outstanding under the Senior Notes were comprised as follows: December 31, December 31, Related parties Ps. 4,158,458 Ps. 4,098,238 Debt - Third parties (Note 14) 20,454 20,158 Total Ps. 4,178,912 Ps. 4,118,396 The related parties were as follows: December 31, December 31, BBB Foods Inc. shareholders Ps. 1,122,056 Ps. 1,105,807 Investment fund related to QS BBB (see Note 1) 3,035,234 2,991,279 Key management personnel 1,168 1,152 Total Ps. 4,158,458 Ps. 4,098,238 b. 2017 Junior Promissory Notes: On August 9, 2017, BBB Foods Inc. entered into a Junior Promissory Notes Agreement, pursuant to which the Company issued promissory notes (the “2017 Junior Notes") in the aggregate amount of US$ 5,000,000 . In Mexican peso the principal amounts were Ps. 84,468 and Ps. 96,808 , as of December 31, 2023 and 2022, respectively (of which 84 % was due to related parties and 16 % to third parties, as shown below) with an original term of 5 years (with a maturity date of November 30, 2022 ) bearing interest at an annual rate of 15 %, with principal and interest payable at maturity. Accrued interest was Ps. 128,919 (US$ 7,631,284 ) and Ps. 111,661 (US$ 5,767,168 ), as of December 31, 2023 and 2022, respectively (See Note 5.3 for exchange rates used). On November 23, 2021, the holders of the 2017 Junior Notes agreed to extend the maturity thereof for almost 2 years, to May 31, 2024 . On October 23, 2023, the Company signed a new amendment to extend the maturity to December 31, 2026 agreeing to pay an additional amount of US$ 230,000 to the registered holders, in order to modify the existing terms and conditions of the original debt, which leads to classify the transaction as a modification of debt. Consequently, this additional amount adjusted the carrying amount of the liability related to this modification with the corresponding loss recognized as finance costs. Subsequently, as of December 31, 2023, the Company remeasured the amortized cost of the debt due to changes on the expectation of cash flows and recognized an additional loss. As follows the breakdown for each concept: Modification of debt Remeasurement of debt Debt - Third parties (Note 14) Ps. 404 Ps. 249 Related parties 2,121 1,305 Total Ps. 2,525 Ps. 1,554 As mentioned above, the holders of the 2017 Junior Notes include related parties, which includes shareholders, as well as third parties, so the total amount of the 2017 Junior Notes has been split to show the nature of the counterparty creditors. See Note 14 for further information. Amounts outstanding under the 2017 Junior Notes were comprised as follows: December 31, December 31, Related parties Ps. 179,245 Ps. 175,114 Debt - Third parties (Note 14) 34,142 33,355 Total Ps. 213,387 Ps. 208,469 The related parties were as follows: December 31, December 31, Key Management personnel Ps. 104,559 Ps. 102,150 BBB Foods Inc. shareholders 59,748 58,371 Close family member of key Management 10,670 10,424 Other related parties 4,268 4,169 Total Ps. 179,245 Ps. 175,114 c. 2020 Junior Promissory Notes: On June 30, 2020, BBB Foods Inc. entered into a Junior Promissory Notes Agreement, whereby the Company issued promissory notes (the “2020 Junior Notes”), in the aggregate amount of US$ 650,000 . In Mexican peso, the principal amounts were Ps. 10,981 and Ps. 12,585 , as of December 31, 2023 and 2022, respectively (out of which 15.4 % corresponded to related parties and 84.6 % to third parties, as shown below) with an original term of 3 years (with a maturity date of June 30, 2023 ), bearing interest at an annual rate of 14 %, with principal and interest payable at maturity. Accrued interest was Ps. 6,887 (US$ 407,613 ) and Ps. 5,012 (US$ 258,884 ), as of December 31, 2023 and 2022, respectively (See Note 5.3 for exchange rate used). On November 23, 2021, the holders of the 2020 Junior Notes agreed to extend the maturity of the 2020 Junior Notes for almost 1 year, to May 31, 2024 . On October 23, 2023, the Company signed a new amendment to extend the maturity to December 31, 2026 agreeing to pay an additional amount of US$ 20,000 to the registered holders, in order to modify the existing terms and conditions of the original debt, which leads to classify the transaction as a modification of debt. Consequently, this additional amount adjusted the carrying amount of the liability related to this modification with the corresponding loss recognized as finance costs. Subsequently, as of December 31, 2023, the Company remeasured the amortized cost of the debt due to changes on the expectation of cash flows and recognized an additional loss. As follows the breakdown for each concept: Modification of debt Remeasurement of debt Debt - Third parties (Note 14) Ps. 191 Ps. 109 Related parties 35 20 Total Ps. 226 Ps. 129 As mentioned above, the holders of the 2020 Junior Notes include related parties, such as shareholders as well as third parties, so the total amount of the 2020 Junior Notes has been split to show the nature of the counterparty creditors. See Note 14 for further information. Amounts outstanding under the 2020 Junior Notes were comprised as follows: December 31, December 31, Related parties Ps. 2,749 Ps. 2,707 Debt - Third parties (Note 14) 15,118 14,890 Total Ps. 17,867 Ps. 17,597 The related parties were as follows: December 31, December 31, BBB Foods Inc. shareholders Ps. 2,749 Ps. 2,707 Total Ps. 2,749 Ps. 2,707 d. Covenants The Promissory Notes contain certain provisions that limit the Company’s ability to incur additional debt; pay dividends, make certain investments, and reduce its share capital, among others. The Promissory Notes also establish minimum requirements for carrying out portfolio securitizations and limit the Company’s ability to enter into transactions with related parties. As of December 31, 2023, 2022 and 2021 the Company was in compliance with all covenants under the Promissory Notes. As a subsequent event, between February 14 and 16, 2024, the Company repaid in full the outstanding amount of Senior, 2017 Junior and 2020 Junior Promissory Notes and Convertible Notes, in the aggregate amount of US$ 288,116,421 (Ps. 4,934,138 translated at a foreign exchange rate of 17.1255 Mexican pesos per U.S. dollar) with the proceeds of the IPO (see Note 23). 13.4. Key Management personnel compensation a) Compensation to key Management personnel during the years ended December 31, 2021 was Ps. 97,936 . The compensation for 2021 was paid to a third party (hired until July 31, 2021) and recognized as an expense during the corresponding reporting period. The total compensation paid by the Company starting on August 1, 2021, amounted to Ps. 57,129 , and the Company incurred an expense for bonuses payable to key Management personnel for an amount of Ps. 4,187 (See Note 13.1). Additionally, the Company incurred an expense for other bonuses of Ps. 46,053 . The amount pending to be paid regarding bonuses as of December 31, 2023 and 2022, amounted to Ps. 43,161 and Ps. 44,527, respectively (See Note 13.2). In addition, the Company incurred expenses for share-based payments during the years ended December 31, 2021 in the amount of Ps. 132,456 . December 31, December 31, Share-based payments Ps. 334,493 Ps. 250,375 Short-term employee benefits 122,370 98,137 Other bonuses (1) 58,620 51,150 Deferred bonus (See Note 13.1) — 11,787 Ps. 515,483 Ps. 411,449 (1) The outstanding amount payable of these bonuses as of December 31, 2023 and 2022 is Ps. 35,269 and Ps. 43,834 , respectively. (See Note 13.2). b) The CEO of BBB Foods Inc. is shareholder of Bolton Partners LTD, a related party. |