Independent Auditors’ Report to the Board of Directors and Stockholders of Grupo Carso, S. A. B. de C. V. and Subsidiaries

Opinion

We have audited the accompanying consolidated financial statements of Grupo Carso, S. A. B. de C. V. and its subsidiaries (the “Entity” or “Grupo Carso”), which comprise the consolidated statements of financial position as of December 31, 2025, 2024 and 2023, and the related consolidated statements of income and other comprehensive income, the consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows for the years then ended, together with the notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Carso, S. A. B. de C. V. and subsidiaries as of December 31, 2025, 2024 and 2023, together with its consolidated financial performance and consolidated cash flows for the years then ended, in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.

Basis for opinion

We conducted our audits in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Entity in accordance with the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants’ (IESBA Ethics Code) and with the ethical requirements that are relevant to our audit of the consolidated financial statements in accordance with the Code of Ethics issued by the Mexican Institute of Public Accountants (IMCP Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Ethics Code and IMCP Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matters are those that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that the key audit matter described as follows is the key audit matter that should be communicated in our report.

Impairment of long-lived assets including goodwill and intangible assets (see Notes 3, 15 and 19)

The Entity has identified the cash-generating units for which an impairment analysis is performed annually, as required by International Accounting Standard 36, “Impairment of Assets.” This analysis calculates discounted future cash flows to determine whether the value of the assets has been impaired. We focus on determining the materiality of impairment losses on long-lived assets, intangible assets, and goodwill specifically for Grupo Sanborns and Condumex as of December 31, 2025, given the risk that the assumptions used by management to calculate future cash flows may not be reasonable based on current and foreseeable future conditions.

The most significant assumptions relate to the discount and long-term growth rates applied and the business assumptions supporting future cash flows, particularly the revenue growth rate and projected cost and expense ratios. Our audit procedures to hedge the risk in relation to the impairment of long-lived assets included, among others:

1. We reviewed the impairment models carried out by the administration, for those CGUs whose book values are subject to significant judgment.
2. We have discussed key management assumptions regarding cash flow forecasts, discount rates, and long-term growth rates based on our knowledge of the business, industry, and audited historical information.
3. We involved our specialists to challenge the assumptions used by management to validate the reasonableness of the information with the behavior of the business and industry market, including the current business situation in conjunction with the audit team.

Additional information other than the consolidated financial statements and the independent auditors’ report

The Entity’s management is responsible for other information. Other information includes, i) the sustainability information that the Group is obliged to prepare pursuant to Article 33, Section I, paragraph a) the information that will be incorporated in the Annual Report that the Entity is required to prepare pursuant to Article 33, Section I, paragraph b) of Title Four, Chapter One of the General Provisions Applicable to Issuers and other Participants of the Securities Market in Mexico and the Instructions accompanying these provisions (the Provisions). The sustainability information as well as the Annual Report is expected to be available for our reading after the date of this audit report; ii) other additional information, which is a measure that is not required by IFRS, and has been incorporated for the purpose of evaluating the performance of each of the operating segments, in relation to its Earnings before Financing, Taxes, Depreciation and Amortization (EBITDA) of the Entity, this information is presented in Note 34.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance in this regard.

In relation to our audit of the consolidated financial statements, our responsibility to read the sustainability information; as well as the Annual Report, when available, and when we do so, consider whether the other information contained therein is materially inconsistent with the consolidated financial statements or our knowledge obtained during the audit, or that it appears to contain a material misstatement. When we read the Annual Report, we will issue the legend on the reading of the Annual Report, required in Article 33 Section I, subsection b) numeral 1.2. of the Provisions. Also, and in connection with our audit of the consolidated financial statements, our responsibility is to read and recalculate the other additional information, which in this case is the measure not required by IFRS and in doing so consider whether the other information contained therein is materially inconsistent with the consolidated financial statements or with our knowledge obtained during the audit, or that appears to contain a material error. If, based on the work we do, we conclude that the other information contains a material error, we are obliged to report this fact. However, we have nothing to report concerning this matter.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for the internal control deemed necessary by management to enable the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s consolidated financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit performed in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of the material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain sufficient, appropriate audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control.
• Evaluate the appropriateness of accounting policies used and the fairness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention to our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures and whether the consolidated financial statements represent relevant transactions and events in a manner that achieves a fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Among the matters communicated with those charged with governance, we determined those matters that were of most significance in the current period audit of the consolidated financial statements and are therefore the key audit matters. We described these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

2.Significant events

1. On September 29, 2025, GSM BRONCO, S.A. de C.V. (“GSM”) and MX DLTA NRG 1, S.A. de C.V. (“DLTA1”) (collectively, the “Service Provider”) entered into a contract with Petróleos Mexicanos (“PEMEX”), a Developed and Financed Services Contract for Well Drilling in the Ixachi Field (the “Contract”).
   
   The Ixachi Field (the “Field”) is part of Pemex’s Assignment AE-0032-6M-Joachín-02. This field is considered one of the most important onshore fields in Mexico. The Contract covers the drilling and completion of up to 32 wells over a three-year period, which will contribute to a substantial increase in oil and gas production in the field. In accordance with the Contract, PEMEX will begin payments for the drilling of these financed wells in January 2027, with 21 monthly installments for each well delivered, starting from the corresponding date. By the date of the first payment, in January 2027, it is estimated that 12 wells under this Contract will be in production. If all 32 wells are drilled, the maximum Contract amount is US$1.991 billion, including financing. This amount will be lower if fewer wells are drilled, while maintaining the same financing formula. The source and payment mechanism for the Contract will be through the revenue obtained from marketable hydrocarbons within the assigned area.
2. Sale of subsidiary. On April 1, 2025, the sale of shares of GIANT’s business in the United States was completed; the price agreed upon at the time of the transaction was US$620,000; as part of the negotiation, an adjustment to the price was estimated at approximately US$149,187; of the remaining amount, approximately US$470,813.
   
   In November 2024, the Entity reached a binding agreement with Heidelberg Materials US, Inc., for the sale of Giant Cement Holding, Inc., a subsidiary of Fortaleza Materiales, S. A. P. I. de C. V., which is indirectly a subsidiary of the Issuer, and/or any of its affiliated, subsidiary, controlled or controlling companies, for an approximate price of USD $600,000, subject to the fulfillment of the usual post-closing adjustments in this type of transactions.
   
   It is worth noting that for the completion of this transaction, it was necessary to spin off Keystone Cement Company, LLC., and selected non-operational land was excluded from Giant Cement Company, Inc., Dragon Products Company, Inc., and Giant Resource Recovery, Inc.

Below is the integration of the assets held for sale, as of December 31, 2024, resulting from the aforementioned operation:

1. Below is the integration of the assets held for sale, as of December 31, 2024, resulting from the aforementioned operation:
   
   30% of the average annual workforce was laid off. The total severance payments amounted to $97.5 million pesos, which were recorded under direct labor, administrative salaries, plant salaries, and sales salaries.
   
   In December, operations at the Vallejo plant were discontinued, resulting in a significant impairment loss of $372 million pesos, which was recorded under other expenses.
   
   The remaining value of the land and building of the Vallejo plant was reclassified as available-for-sale assets in accordance with IFRS 5, for a total of $464 million pesos, as of December 31, 2025. As of the date of this report, the Entity’s management and its parent company are evaluating several possible options for its sale to related and unrelated parties.
2. In December 2024, the Entity, through its subsidiary Zamajal, S.A. de C.V., an entity 90% owned by Grupo Carso and 10% by Control Empresarial de Capitales, S.A. de C.V., entered into a binding agreement with Talos Energy Inc. (“Talos”) (NYSE: TALO) to increase its stake by an additional 30.10% in Talos’s Mexican subsidiary, Talos Energy México 7, S. de R.L. de C.V. (“Talos México”), which holds a 17.4% stake in the Zama oil field (“Zama Field”).

Upon closing of the transaction, which is subject to the corresponding regulatory approvals in Mexico, Zamajal will have control and will hold 80% of the share capital of Talos Mexico.

1. In July 2024, the Entity, in its capacity as Service Provider (the “Service Provider”), entered into with the State Productive Company subsidiary of Petróleos Mexicanos, Pemex Exploration and Production (“PEP”), through certain of its subsidiaries, the Comprehensive Exploration and Extraction Services Contract Lakach (the ‘CSIEE’) in the Contract Area comprised by the Assignment Area A-0188-M-Lakach Field (the “Lakach Field”).
   
   BACKGROUND
   
   The Lakach Field was discovered in 2007, spans 33.82 km², and is located on the continental shelf of the southern Gulf of Mexico, 98 km southeast of Veracruz City and 50 km from the Municipality of Alvarado, in territorial waters of the Gulf of Mexico, considered as deep waters, with wells distributed throughout the area at water depths of between 900 to 1,200 meters currently capped to be recovered; the average depths of these wells range from 3,085 to 3,210 vertical meters below sea level.

• Investment by the Service Provider exceeding $1,200MM US dollars (USD), with PEP maintaining ownership of the reservoir and its reserves.
• Gas production will be directed to land.
• Construction by the Service Provider of an onshore Gas Conditioning Station for the treatment of gas and condensates for disposition under sale conditions.
• The first commercial production is estimated in approximately 2 and a half years.

Strategic Partners for the Project: For the execution of the CSIEE, the Service Provider will have the support of specialized companies in the field such as, among others:

Talos Energy, a US oil and gas company, specializing in exploration, development, and production services in deepwater reservoirs of the Gulf of Mexico.

FCC Construcción, a company with extensive experience in the infrastructure area, specializing in technical and technological capacity in engineering, civil works, and execution of large-scale projects.

1. On June 20, 2024, following the binding agreement dated December 18, 2023, and due to the fulfillment of stipulated conditions and obtaining the corresponding regulatory authorizations, through its subsidiary Zamajal, S. A. de C. V., of which it holds 90% of its shareholding, it formalized the acquisition of 100% of the share capital of PetroBal Operaciones Upstream, S. A. de. C. V. (“PetroBal”), an entity that is part of Grupo Bal and owner of PetroBal Upstream Delta 1, S. A. de C. V. (“Delta 1”), an entity holding 50% participation in the Ichalkil & Pokoch fields (“Contractual Area 4”), located off the coast of Campeche, and which, together with the government of Mexico through the National Hydrocarbons Commission, and the consortium integrated by Fieldwood Energy E&P México, S. de R. L. de C. V., (as operating partner), and Delta 1, as financial partner, are part of the CNH-R01-L02-A4/2015 contract for the exploration and extraction of hydrocarbons under the shared production modality corresponding to the aforementioned Contractual Area 4.
   
   On that same date, the operation was paid for with a purchase price of USD$601,289 and an amount of $11,071,422, according to its fair value, resulting in goodwill for an amount of $1,494,932. (See Note 3a)

1. On December 21, 2023, an investment agreement, development agreement, and transportation service contract were signed with the Federal Electricity Commission (CFE) for the development, construction, and operation of a gas pipeline, approximately 416 kilometers long, subject to the fulfillment of certain suspensive conditions. This pipeline will be a continuation of the Samalayuca-Sásabe pipeline to Mexicali, Baja California Norte, Mexico. CFE has an initial option for up to a 15% stake in the project, which can be increased to 49% upon completion of the transportation service contract.
   
   On September 11, 2023, Gasoducto Centauro del Norte, S.A. de C.V., was incorporated. The company’s purpose is to enter into contracts for the provision of natural gas pipeline transportation services to the Federal Electricity Commission, primarily for natural gas transportation services in the states of Sonora and Baja California.

1. On May 24, 2023, the Entity signed a binding agreement with Talos Energy Inc. (“Talos”) (NYSE: TALO) to acquire 49.9% of the share capital of its Mexican subsidiary, Talos Energy Mexico 7, S. de R. L. de C. V. (“Talos Mexico”), entity that holds 17.4% stake in the Zama oil field (“Zama Site”).
   
   On September 4, 2015, the Mexican government, through the National Hydrocarbons Commission (“CNH”), signed the CNH-R01-L01-A7/2015 contract with a consortium led by Talos Mexico (as operator), and now also composed of Wintershall DEA AG and Harbor Energy PLC, for the exploration and extraction of hydrocarbons under the shared production mode in the so-called Block 7, a contractual area located in shallow waters approximately 63.5 km from the coast of Tabasco, in the Southeast Basin.
   
   From 2017 to 2019, the consortium developed exploration activities including drilling three wells in the Block, to the location of a potential shared reservoir over the area corresponding to the PEP AE-0152-Uchukil Allocation, which is a surface allocated to Pemex Exploration and Production (“PEP”) during round zero.

3. Business combination

Acquired subsidiaries

1. As indicated in subsection a of Note 2d of significant events, the entity acquired 100% of the share capital of PetroBal through its subsidiary Zamajal, S. A. de C. V. This business acquisition was recorded in accordance with the International Financial Reporting Standard on Business Combinations (IFRS 3), resulting in goodwill from the operation amounting to $1,494,932 as of the acquisition date.

At the acquisition date, acquired assets and assumed liabilities are as follows:

The goodwill calculation as of December 31, 2024 is as follows:

Net cash flows on the acquisition of subsidiaries

Effect of acquisitions in the Entity’s results

If this business combination had taken place on January 1, 2024, the Entity’s revenue from continuing operations would have amounted to $1,686,999, while the result for the year from continuing operations would have amounted to $(1,749,349). The Entity’s management believes that these “proforma” figures represent an approximate measure of the combined Entity’s performance on an annualized basis and provide a benchmark for comparison for future periods.

4. Consolidated subsidiaries

The equity held by Grupo Carso in the common stock of its subsidiaries as of December 31, 2025, 2024 and 2023 is detailed below

5. Cash and cash equivalents

These items primarily consist of bank deposits in checking accounts and investments in highlyliquid, short-term securities that are easily convertible to cash or have a maturity of up to three months from the acquisition date and are not subject to significant risks of changes in value. Cash is presented at face value, while equivalents are valued at fair value; value fluctuations are recognized in the results of the period. Cash equivalents are represented by daily money market investments, mainly bank and government sight investments paper denominated in U.S. pesos and dollars.

6. Accounts receivable

1. Accounts receivable do not accrue interest and generally have a period of between 30 to 90 days.
2. For the terms and conditions related to accounts receivable with related parties, see Note 26.

As of December 31, 2025, 2024 and 2023, the maximum credit risk exposure for customers was as follows:

As of December 31, 2025, the book value of the Entity’s most significant portfolio corresponds to the Null segment, for $21,100,258; as of December 31, 2024, the book value of the Entity’s most significant portfolio corresponds to the Null segment, for $22,400,664; as of December 31, 2023, the book value of the Entity’s most significant portfolio corresponds to the Null segment, for $17,102,995, which is equivalent to 77.89%, 77.54%, and 51.43% of the total portfolio, respectively, and to 10.23%, 3.96%, and 0.00% of the allowance for doubtful accounts recorded: $1,254,892 in 2025, $1,051,241 in 2024, and $3,425,232 in 2023). For the doubtful accounts estimate, the most significant segment is High 1 with an amount of $446,339 and a percentage of the doubtful accounts estimate of 37.16% in 2025, High 1 with an amount of $396,984 and a percentage of the doubtful accounts estimate of 37.76% in 2024 and Critical with an amount of $1,107,398 and a percentage of the doubtful accounts estimate of 32.33% in 2023.

The following summary indicates the Entity’s customer credit risk exposure.

Constant reviews are carried out to adapt the model to any internal or external changes that could result in a calibration.

The Entity uses the estimated factors described above to determine the allowance for expected credit losses.

The model used to determine the customer credit risks of each of the Group’s business units identifies each individual account receivable to ascertain its level of indebtedness, the customer’s payment capacity, the principal payment amount, maturity and payment behavior to establish the respective risk level and the discount factor used for the impairment of the financial assets associated with credit granting.

The following table provides information on credit risk exposure and expected credit losses for customers as of December 31, 2025, 2024 and 2023.

7. Net investment in leased assets

Carso Gasoducto Norte, S. A. de C. V. (CGN) entered into contracts for the provision of natural gas transportation service with the Federal Electricity Commission (“CFE”) on September 23, 2015, for which it is responsible for the construction and operation of the natural gas pipeline and transportation system and will provide transport services at the request of CFE from whom it will receive as consideration a single rate that includes all these concepts. CFE is the main carrier and has most of the pipeline’s capacity; therefore, CGN determined that these agreements constitute a sale-type lease under IFRS 16. The contracts continue for a period of 25 years from the date of entry into service, which occurred on April 15, 2021. From the signing of the agreement, the CFE may terminate the contract in the event of an event of non-compliance in which CGN does not remedy within the corresponding period. In the event that the CFE terminates the contract, the CFE will demand the payment of the immediate and direct damages duly documented.

The lease is recorded in the balance sheet at the present value of future lease payments to be received, as determined by the service contracts, discounted at the annual interest rate implied in the lease, 13.00%. As the value of the investment in the lease and the value of the underlying asset were substantially equivalent, no gain or loss was recognized at the beginning of the lease.

CGN recognized $2,432,813, $2,338,461 and $2,166,726 in interest income for the year ended December 31, 2025, 2024 and 2023 respectively, to view the receivable of the current portion see Note 6 and the long-term portion see Statement of Financial Position.

The following table shows the lease future minimum payments in USD that are expected to be received in the following 4 years and afterwards.

8. Recoverable taxes

9. Inventories

The costs of inventories recognized in results as a cost of sales are those shown in the consolidated statements of income and other comprehensive income as of December 31, 2025, 2024 and 2023, respectively.

10. Right-of-use assets

The Entity leases different properties. The average lease term in the commercial sector is 15 years, 8 years for the industrial sector, 4 years for the infrastructure and construction sector in 2025, 2024 and 2023 respectively, and 5 years for the Energy sector in 2025, 2024 and 2023

The Entity has the option of purchasing certain manufacturing equipment for a nominal amount at the end of the lease period. The Entity’s obligations are guaranteed by the lessor’s title to the assets covered by these leases.

Expired contracts were replaced by new lease arrangements with identical underlying assets. This resulted in the addition of rights-of-use assets of $940,018, $948,178 and $957,587 in 2025, 2024 and 2023, respectively.

The maturity analysis of the lease liabilities is presented in Note 11

The Entity has commitments of $1,872,377, $1,688,068 and $1,438,687 and as of December 31, 2025, 2024 and 2023, respectively, for short-term leases; the total cash outflows for these leases are $1,331,507, $1,711,865 and $2,224,880 for 2025, 2024 and 2023, respectively.

11. Lease liabilities

12. Financial risk management

The Entity’s Corporate Treasury function offers services to businesses, coordinates access to domestic and international financial markets, supervises and manages the financial risks related to the Entity’s operations through internal risk reports, which analyze risk exposure by level and magnitude. These risks include the market risk (including the exchange rate risk, interest rate risk at fair value and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Entity is exposed to market, operating and financial risks derived from the use of financial instruments such as interest rate, credit, liquidity and exchange risks, which are managed centrally by the corporate treasury. The Entity seeks to minimize its exposure to these risks by using derivative financial instrument hedges. The use of derivative financial instruments is governed by the Entity’s policies, approved by the Board of Directors, which establish the principles for their contracting. Compliance with these policies and exposure limits is continually reviewed by the internal audit area.

At December 31, 2025, 2024 and 2023, financial instrument classes and amounts are as follows:

The Board of Directors establishes and monitors the policies and procedures used to measure risks, which are described below:

1. Capital risk management - The Entity manages its capital to ensure that it will continue as a going concern, while maximizing stockholders’ returns by optimizing debt and equity balances. The Entity’s capital structure is composed by its net debt (primarily the bank loans and securitization certificates detailed in Note 20) and stockholders’ equity (issued capital, capital reserves, retained earnings and non-controlling equity detailed in Note 25). The Entity is not subject to any kind of capital requirement.

Leverage level

The leverage level at year-end is as follows:

Debt is defined as long and short-term loans (excluding derivatives and financial collateral contracts), as detailed in note 20.

Net worth includes all the capital and reserves of the Entity which are managed as capital of its controlling interest.

1. Interest rate risk management - The Entity is exposed to interest rate risks from customer loans and financial debt contracted at variable rates. The Entity has short-term loans primarily for working capital and, in certain cases, has long-term loans that are intended for projects, the completion of which will enable it to fulfill its obligations. In some cases, depending on the proportion of short-term and long-term debt, interest rate hedges (swap contracts) are contracted. Hedging activities are regularly evaluated to ensure that they are properly aligned with interest rates and the respective risks, and to facilitate the application of more profitable hedge strategies. Hedge contracts are detailed in Note 14.
   
   The Entity’s exposure to interest rate risks is primarily based on the Mexican Interbank Rate (TIIE) applicable to financial liabilities and its customer portfolio. Accordingly, it periodically prepares a sensitivity analysis by considering the net variable interest rate exposure of its customer portfolio and financial liabilities; it also prepares an analysis based on the amount of outstanding credit at the end of the period.
   
   If benchmark interest rates had increased or decreased by 100 basis points in each reporting period and all other variables had remained constant, the pretax profit of 2025, 2024 and 2023 would have increased or decreased by approximately $381,527, $433,508 and $398,564 respectively

1. Exchange risk management -

   1. The Entity performs transactions denominated in foreign currency; accordingly, it is subject to exposure derived from exchange rate fluctuations. As its functional currency is primarily the Mexican peso, it is exposed to risk resulting from the Mexican peso – US dollar exchange rate, which is utilized for commercial and financing operations. In some cases, these transactions are subject to a natural hedge while, in other cases, these transactions are hedged by contracting currency forwards. Given that the Entity has investments in foreign subsidiaries, the functional currency of which is not a Mexican peso, it is exposed to a foreign currency translation risk. Likewise, monetary assets and liabilities have been contracted in different currencies, essentially the US dollar, Euro and Brazilian real, thus generating exposure to a foreign exchange risk, which is naturally hedged by the same business operations. The carrying values of monetary assets and liabilities denominated in foreign currency and which primarily generate exposure for the Entity at the end of the reporting period, are as follows (figures in thousands)

Foreign Currency sensitivity analysis

The following table indicates the Entity’s sensitivity to a 10% increase or decrease of the Mexican peso versus the US dollar and other foreign currencies. This percentage is the sensitivity rate used to internally report the exchange rate risk to key management personnel and also represents management’s evaluation of the possible fair value change of exchange rates. The sensitivity analysis only includes monetary items denominated in foreign currency and adjusts their translation at the end of the period by applying a 10% fluctuation; it also includes external loans. A negative or positive figure, respectively (as detailed in the following table), indicates a (decrease) or increase in net income derived from a decrease in the value of the Mexican peso of 10% with regard to the US dollar (figures in thousands):

(1) Represents the results of changes to the fair value of derivative instruments designated as cash flow hedges.

1. Forwards contracts denominated in foreign currency

The Entity designated certain forwards contracts denominated in foreign currency as cash flow hedges intended for the acquisition of raw materials.

The following table indicates the forwards contracts denominated in foreign currency in effect at the end of the reporting period:

1. Credit risk management
   
   Note 6 details the Entity’s maximum credit risk exposure and the measurement bases used to determine expected credit losses.
   
   Credit risk refers to the risk that one of the parties will default on its contractual obligations, thus resulting in a financial loss for the Entity, which essentially arises from accounts receivable with customers and liquid funds. The credit risk related to cash and cash equivalents and derivative financial instruments is limited because counterparties are banks with high credit ratings assigned by credit rating agencies. The maximum credit risk exposure is represented by the Entity’s balance in accounting. The other credit risk exposure is represented by the balance of each financial asset, mainly with regard to commercial receivables. The Entity sells its products and/or services to customers who have demonstrated their economic solvency. It periodically evaluates its customers’ financial conditions and maintains collection insurance contracts for domestic and export sales. Accordingly, the Entity does not consider that there is a significant risk of loss from a concentration of credit in its commercial sector customer base, which is composed by 2,015,851 customers that do not represent a concentration risk in the individual, industrial and infrastructure and construction sectors, although the of credit concentration risk is higher.
2. Liquidity risk management - The Entity’s Corporate Treasury is ultimately responsible for liquidity management and has established appropriate policies to control this aspect by monitoring working capital, managing short, medium and long-term funding requirements, maintaining cash reserves and available credit lines, continuously monitoring cash flows (projected and actual) and reconciling the maturity profiles of financial assets and liabilities.

The following table details the remaining contractual maturities of the Entity’s non-derivative financial liabilities, based on contractual repayment periods. Contractual maturities are based on the dates on which the Entity must make each payment.

The amounts contained in the debt with credit institutions include the fixed and variable interest rate instruments detailed in Note 20. If changes in variable interest rates differ from the estimated interest rates determined at the end of the reporting period, they are presented at fair value. The Entity expects to meet its obligations with cash flows from operations and resources received from the maturity of financial assets.

1. Commodities risk - The Entity has executed commodities contracts to cover risks derived from the price fluctuations of certain metals.

Market risk exposure is measured by performing a sensitivity analysis. There have been no changes in market risk exposure or the manner in which those risks are being managed and measured

13. Financial instruments

The following table combines information about:

• Classes of financial instruments based on their nature and characteristics;
• The carrying amounts of financial instruments;
• Fair values of financial instruments (except in the case of financial instruments when their book value approaches their fair value); and
• Levels of fair value hierarchy of financial assets and financial liabilities for which fair value was disclosed.

Fair value hierarchy levels 1 to 3 are based on the degree to which fair value is observable:

• Level 1 fair value measurements are those derived from the prices listed (unadjusted) on active markets for identical assets or liabilities;
• Level 2 fair value measurements are those derived from inputs other than the listed prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., price derivatives); and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

1. Fair value of the Entity’s financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Entity’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table provides information on the manner in which the fair values of these financial assets and financial liabilities are determined (more specifically, the valuation techniques and inputs used).

(i) Represents financial instruments that, following their initial recognition, are measured at fair value and grouped into levels ranging from 1 to 3 to the extent that their fair value is observed, whereby the Level 2 instruments derived from indicators other than listed prices, but which include observable indicators for the asset or liability, whether directly or indirectly resulting from these listed prices. During the years ended December 31, 2025, 2024 and 2023, there were no transfers between levels and all three years were classified as Level 2.

1. Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

The fair value of the financial instruments presented below has been determined by the Entity using available market information or other valuation techniques that require judgment to develop and interpret fair value estimates. It also utilizes assumptions based on existing market conditions at each of the dates of the statement of changes in financial position. Consequently, the estimated amounts presented are not necessarily indicative of the amounts the Entity could realize in a current market transaction. The use of different assumptions and/or estimation methods may have a material effect on estimated fair value amounts.

The amounts of the Entity’s cash and cash equivalents, as well as its accounts receivable and payable to third parties and related parties, the current portion of the long-term debt and loans from financial institutions and long-term debt approximate their fair value because they have short-term maturities. The Entity’s long-term debt is recorded at applied cost and includes debt that accrues fixed and variable interest according to market indicators.

Listed market prices or quotations provided by operators for similar instruments are used to obtain and disclose the fair value of long-term debt. In order to determine the fair value of other financial instruments, techniques like estimated cash flows are used, while considering cash flow dates in intertemporal market curves and discounting these cash flows by using rates that reflect the counterparty risk and the Entity’s risk during the reference period.

The fair value of interest rate swaps is calculated as the present value of future estimated net cash flows. The fair value of currency futures is determined using listed forward exchange rates at the date of the statement of changes in financial position.

The carrying amounts of financial instruments by class and their estimated fair values are as follows:

The fair values shown at December 31, 2025, 2024 and 2023, except for accounts receivable involving commercial sector customers and securitization certificates, do not differ from the respective carrying amounts because the observed market values are similar to those recorded in these periods.

14. Derivative financial instruments

The purpose of contracting derivative financial instruments is: (i) to partially hedge the exposure to financial risks due to exchange rates, interest rates and prices of certain metals; or (ii) the expectation of a good financial return derived from the behavior of the underlying. The decision to contract an economic or financial hedge is based on current market conditions, the expectation of market conditions at a given date, and the domestic and international economic context of the economic indicators that influence the Entity’s operations.

Transactions involving currency and interest rate forwards and swaps are summarized below:

Open and settled transactions involving currency hedge forwards are summarized below:

Transactions involving interest rate swaps are summarized below:

The open and settled transactions involving metal hedge swaps are summarized below:

15. Property, plant and equipment

The reconciliation carrying amounts at the start and end of 2025, 2024 and 2023 is as follows:

Total transfers to investment properties during 2025, 2024 and 2023 were $1,585,836, $56,159 and $22,235, respectively

(1) As of December 31, 2024 and 2023, the Projects in process category includes 2 platforms named El Centenario and La Muralla IV (which will be called Independencia II and Independencia III).

16. Investment properties

Investment property movements:

Grupo Carso fully owns all its investment properties.

Grupo Carso uses valuations performed by independent expert appraisers the necessary qualifications and relevant experience as regards the locations and categories of the investment properties it maintains.

Valuation is based on different techniques with the following approaches:

Through its subsidiaries, the Entity has two shopping malls, Loreto and Plaza Inbursa, located in Mexico City, which generate rental income that is recognized in results as rentals are accrued, for the amounts of $218,032, $210,118 and $196,905 for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, 2024 and 2023, the occupancy rate of shopping centers is of 76%, 77% and 71%, respectively.

Direct operating expenses including maintenance costs incurred for the investment properties are recognized in results and represent approximately 50%, 48% and 55% of rental income for years ended December 31, 2025, 2024 and 2023, respectively.

When estimating the fair value of its real property, the Entity considered highest and best use of its properties is their current use.

Details of the Entity investment properties and information regarding the fair value hierarchy as of December 31, 2025, 2024 and 2023 are as follows:

(1) Investment properties are composed by land located in Baja California, land and industrial buildings in the State of Mexico, Querétaro and Guanajuato.

The following information is relevant for investment properties classified as Level 3 of the fair value hierarchy:

17. Investment in associated entities and joint ventures and other

1. The main associated entities, businesses, other joint ventures and their priority activities are as follows:

1. The recognition of the equity method for the main associated entities, joint ventures and other entities was as follows:

(1) The investment in Cuprum shares includes goodwill amounting to $45,092

(2) As of December 31, 2025, 2024 and 2023, the stock investment includes a dividend payment of $430,092 and a profit of $905,196, dividends of $262,026 and a profit of $669,798, dividends of $283,617 and a profit of $428,961, respectively, which are recognized as other comprehensive results in the consolidated income statement.

(3) As of December 31, 2025, 2024 and 2023, the stock investment includes a dividend payment of $157,172 and a profit of $609,678, dividends of $157,132 and a profit of $462,206, dividends of $163,768 and a profit of 408,972, respectively, which are recognized as other comprehensive results in the consolidated income statement.

(4) The investment in Aerofrisco shares includes goodwill amounting to $86,783.

(5) The investment in Talos Energy Mexico 7 shares includes goodwill amounting to $1,494,932.

18. Other assets

Other assets are composed as follows:

(a) The insurance and bonds of CICSA have a duration based on the contracted projects which is an average of between 2 to 3 years.

The amortization recorded in results was $230,014, $280,665 and $142,812 in 2025, 2024 and 2023, respectively, of which $222,909, $256,375 and $122,900 is recognized as part of cost of sales at that date.

19. Intangible assets

20. Short and long-term debt

Are composed as follows:

Long-term debt accrues interest at variable rates. Interest rates for loans in Mexican pesos during 2025, 2024 and 2023 were a weighted average of 7.00%, 12.00%, and 12.74%

The affirmative covenants assumed by the Entity as a result of these loans are as follows: i) provide audited consolidated financial statements within 120 days after the year-end close; ii) provide internal consolidated financial statements within 60 days after the close of the first three quarters of the year; iii) maintain its legal capacity and continue as a going concern; and iv) comply with applicable laws, environmental regulations and maintain permits, licenses and other similar documents.

The negative covenants assumed by the Entity as a result of these loans are as follows: i) refrain from modifying the main line of business; ii) refrain from assuming or attaching liens and encumbrances on its properties or assets, unless permitted; iii) refrain from disposing of all or substantially all of its assets, unless permitted; iv) refrain from merging, dissolving, liquidating or performing a corporate breakup, unless permitted.

21. Trade accounts payable

Accounts payable and trade accounts payable mainly comprise outstanding amounts for commercial purchases and ongoing costs. The average credit period for the purchase of certain goods is 3 months.

The Entity has implemented financial risk management policies to ensure that all accounts payable are paid in accordance with previously agreed credit terms.

The Entity has entered into financial factoring contracts in the supplier modality with various banking institutions. The operation consists of purchasing documents from these suppliers that are payable by the Entity.

The Entity does not incur any operational or financial costs related to this financial factoring; these operational and financial costs are absorbed by the suppliers within this scheme.

As the agreement does not allow the Entity to have financing related to this factoring, the amount payable to the banking institutions is the same as what would have been paid to its supplier, therefore the Entity considers that the amounts payable to these banking institutions should be classified as accounts payable. The maximum amount used in the month during the year under the financial factoring scheme was $588 million pesos. At the end of 2025, 2024, and 2023, 3%, 2%, and 2%, respectively, of the accounts payable were under these agreements.

Management considers that the carrying value of trade accounts payable approximates their fair value.

22. Other accounts payable and accrued liabilities

Other accounts payable and accrued liabilities are composed as follows:

23. Provisions

24. Retirement and other employee benefits

The Entity has defined benefit plans for eligible employees at most of its subsidiaries, which include retirement, death or total disability payments for non-unionized personnel. These defined benefit plans are managed by a fund that is legally separate from the Entity. The board of directors of the pension fund is composed by an equal number of representatives of both the employers and (former) employees. The board of directors of the pension fund is required according to the law and the bylaws of the association to act in the interests of the fund and all interested parties; i.e., active and inactive employees, retirees and the employer. The board of directors of the pension fund is responsible for the investment policy applied to fund assets.

The Entity manages a plan that also covers seniority premiums for all staff working in Mexico, which consists of a single payment equal to 12 days’ salary for each year worked based on final salary, albeit limited to two times the legal minimum wage.

Under these plans, employees are entitled to retirement benefits, which, added to the legal pension, represent an income at age 65. No other postretirement benefits are awarded.

The plans typically expose the Entity to actuarial risks such as the investment risk, interest rate risk, longevity risk and salary risk.

Investment risk	The present value of the defined benefit plan liability is calculated by using a discount rate determined according to government bond returns; if the plan asset return is below this rate, a plan deficit will arise. The plan currently has a relatively balanced investment in variable yield securities, debt instruments and real property. Given the long-term nature of plan liabilities, the board of directors of the pension fund considers that it is to invest a reasonable portion of the plan assets in variable yield securities and real estate to leverage the return generated by the fund.
Interest risk	A bond interest rate decrease will increase plan liabilities; however, this will be partially offset by the increased return derived from plan debt investments.
Longevity risk	The present value of the defined benefit obligations is calculated based on the best estimate of plan participant mortality, both during and after their employment. The increased life expectancy of plan participants will increase plan liabilities.
Salary risk	The present value of the defined benefit obligations is calculated according to the future salaries of plan participants. As such, higher plan participant salaries will increase plan liabilities.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were made as of December 31, 2025 with information as of October 31, 2025 by independent actuaries, members of the Mexican Association of Consulting Actuaries, A. C. The present value of the defined benefit obligation and the labor cost of the current service and the cost of past services were calculated using the projected unit credit method.

No other post-retirement benefits are provided to these employees.

The main assumptions used for these actuarial valuations were as follows:

The amount recognized in the consolidated statements of financial position regarding the Entity’s defined benefit plan obligation are as follows.

The expense of the year is a $156,886, $120,894 and $135,311 in 2025, 2024 and 2023, respectively, and has been included in the statement of income as the cost of sales, administrative and sales expenses

The remeasurement of the defined benefit liability is recognized in other comprehensive income.

The net cost of the period is composed as follows:

Defined benefit cost entries recognized in other comprehensive income:

As there is no legal right to offset employee retirement benefits between different Group subsidiaries, these amounts are not offset and are presented as long-term assets or liabilities in the accompanying consolidated statements of changes in financial position.

Changes in the present value of the defined benefit obligation:

Changes in the present value of plan assets in the current period:

Significant actuarial assumptions used to determine the defined obligation are the discount rate, expected salary increase and mortality. The following sensitivity analyses have been determined based on reasonably possible changes to the respective assumptions at the end of the reporting period, while all other hypotheses remain constant.

If the discount rate were 50 basis points higher (lower), the defined benefit obligation would decrease by $247,060 in 2025 (increase of $293,379).

If the expected salary growth increases (decreases) by 0.5%, the defined benefit obligation would increase by $223,631 in 2025 (decrease of $206,869).

If the life expectancy increases (decreases) by one year for both men and women, the defined benefit obligation would increase by $121,982 in 2025 (decrease of $114,052).

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation, as it is unlikely that the modification of hypotheses would occur in an isolated manner as certain assumptions may be correlated. Furthermore, when presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated by using the projected unit credit method at the end of the reporting period, which is the same as the value applied to calculate the defined benefit obligation liability recognized in the statement of financial position.

There was no change as regards the methods and assumptions used to prepare the sensitivity analysis over prior years./p>

The main strategic decisions formulated in the fund’s actuarial and technical policy document are as follows: combination of assets based on 71.0% capital instruments and 29% debt instruments.

The average duration of the defined benefit obligation as of December 31, 2025 is 7.33 years, 7.53 years in 2024 and 8.74 years in 2023.

The Entity expects to make a contribution of $236,626 in 2026 to defined benefit plans.

The main categories of plan assets are:

The fair value of the capital and debt instruments mentioned above is determined according to the market prices listed on active markets, while the market values of properties are not based on market prices listed on active markets.

Employee benefits granted to the Entity’s key management personnel and/or directors were as follows:

25. Stockholders’ equity

1. The historical amount of subscribed and paid-in common stock of Grupo Carso as of December 31, 2025, 2024 and 2023 is as follows:

Common stock is composed by ordinary, nominative shares at no par value

At the Ordinary General Meeting of Shareholders of Grupo Carso held on April 30, 2025, the payment of a cash dividend of $1.50 (one peso and fifty cents M.N.) per share was authorized, drawn from the balance of the Net Tax Profit Account (CUFIN), payable in two equal installments of $0.75 (seventy-five cents) per share, the first payable starting on June 30 and the second starting on December 19, 2025, against coupons number 50 and 51, respectively, on the shares outstanding at the time the corresponding payments were made. This payment amounted to $3,381,596.

At the Ordinary General Shareholders’ Meeting of Grupo Carso held on April 30, 2024, the payment of a cash dividend of $1.50 (one peso and fifty cents M.N.) per share was authorized, from the balance of the Net Tax Profit Account (CUFIN), payable in two equal installments of $0.75 (seventy-five cents) per share, payable the first starting from June 28 and the second starting from December 20, 2024, against coupons numbers 48 and 49, respectively, on the outstanding securities at the time of the corresponding payments. This payment amounted to $3,383,669.

The Ordinary General Meeting of the Stockholders of Grupo Carso of April 27, 2023 authorized the payment of a cash dividend of $1.20 (one peso) per share to be taken the balance of the Net Tax Income Account (CUFIN), payable, at the election of each shareholder, in cash or in series A-1 shares or in a combination of both, this dividend would be distributed through two payments of $0.60 (fifty cents) per share, per share, the first payable as of June 30 and the second as of December 20 2023, against coupons numbers 46 and 47, respectively, on the outstanding titles when the corresponding payments are made. Said payment amounted to $1,322,390.

1. Retained earnings include the legal reserve. According to the General Corporate Law, at least 5% of net profit of the year must be used to create a legal reserve until equal to 20% of common stock at face value. The legal reserve may be capitalized but must not be distributed unless the Entity is dissolved and must be replenished whenever decreased for any reason. As of December 31, 2025, 2024 and 2023, the Entity’s legal reserve was $381,635.
2. Stockholders’ equity except for the restated paid-in capital and tax-retained earnings, will be subject to ISR payable by the Entity at the rate in effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated ISR of the year in which the tax on dividends is paid and the following two fiscal years.
3. An additional amount of income tax (ISR) is payable at the 10% rate on dividends paid to individuals and foreign residents. The ISR is paid through a tax withholding and is considered as a definitive payment for each stockholder. Foreign stockholders may apply the terms of tax treaties. This tax is applicable to the distribution of profits generated as of 2014.

26. Balances and transactions with related parties

Related-party receivable and payable balances are as follows:

1. Borrowings from financial institutions includes balances with Banco Inbursa, S. A. of $18,269,577 as of December 31, 2025, accruing a fixed interest of 8.60%, $21,940,967 as of December 31, 2024, accruing a fixed interest of 9.15% and $13,908,738 as of December 31, 2023, which caused a fixed interest of 13.01%.
2. Due to related parties includes advances from customers of $70,078, $121,545 and $83,049 as of December 31, 2025, 2024 and 2023, respectively
3. The amounts outstanding are unsecured and will be cash settled. No guarantees have been given or received. No expense has been recognized in the current period or prior periods regarding bad or doubtful debts relating to amounts owed by related parties.
4. Transactions with related parties, carried out in the ordinary course of business, were as follows:

1. Transactions with associated entities and joint ventures, carried out in the ordinary course of business, were as follows:

27. Income

28. Cost and expenses analyzed by nature

29. Other (income) expenses – net

30. Discontinued operations

As of December 31, 2025, 2024, and 2023, discontinued operations were primarily generated by Giant Cement Holding, Inc., a subsidiary of Fortaleza Materiales, S.A.P.I. de C.V., which is mentioned in Note 2b, as follows:

31. Income taxes

The Entity is subject to ISR. Under the ISR Law, the rate for 2025, 2024 and 2023 was 30% and will continue for the years thereafter. The applicable ISR rates in the countries where the Entity’s main foreign subsidiaries operate are, United States of North America with rates 21% for 2025, 2024 and 2023 and Brazil with the 34% rate, applicable for the three years. The Entity with only its Mexican subsidiaries incurred ISR on a consolidated basis until 2013. As the ISR Law applicable as of December 31, 2013 was superseded (2014 Law), the tax consolidation regime was eliminated, and the Entity and its subsidiaries have the obligation to pay the deferred income tax calculated as of that date over a 10-year period beginning in 2014, as illustrated below.

At the same time the tax consolidation regime was repealed by the 2014 Law, an option was established, which allows groups of companies to determine a joint calculation of ISR (tax integration regime). The new regime allows groups of consolidated companies that share common direct or indirect ownership of more than 80%, certain benefits in the tax payment (when the group of companies include both profit and loss entities in the same period), which can be deferred over three years and reported, as updated, at the filing date of the tax declaration corresponding to the tax year following the completion of the aforementioned three-year period.

As of 2014, Grupo Carso has been authorized by the Ministry of Finance and Public Credit to prepare its declarations to go based on the tax integration regime, the entity opted to disincorporate from said tax regime as of January 2023.

In accordance with subparagraph d) of section XV of the ninth transitory article of the 2014 Law, and because the Entity as of December 31, 2013 had the status of controller and on that date was subject to the payment scheme contained in the section VI of the fourth article of the transitory provisions of the Income Tax Law published in the official gazette of the federation on December 7, 2009, or article 70-A of the 2014 Income Tax Law that was repealed, you must continue paying the tax which differed due to tax consolidation in 2007 and prior years in accordance with the aforementioned provisions, until its payment was completed.

1. Income taxes (benefit) expenses are as follows:

1. The main items that originate the balance of the deferred income tax liability (asset) as of December 31, are:

The movements of deferred tax (asset) liabilities during the year are as follows:

1. Reconciliation of the statutory and effective ISR rates expressed as a percentage of income before taxes on income, is as follows:

1. Benefits of restated tax loss carryforwards, for which a deferred income tax asset has been recognized, may be recovered if certain requirements are fulfilled. Their maturities and restated amounts at December 31, 2025 are as follows:

1. Tax integration:

The Entity opted to disincorporate from this new regime, therefore the ISR for the years 2021, 2020, 2019 and 2018 whose amounts are $620,057; $328,344; $98,435 and $204,185 respectively, they were informed in January 2023.

32. Commitments

1. Commercial group:
   

   1. As of December 31, 2025, there are contracts entered into with suppliers for the remodeling and construction of some of their stores. The amount of the commitments contracted for this concept amounts to approximately $258,873.
   2. In December 2010, Sears Operadora México, S. A. de C. V. (formerly Sears Roebuck de México, S. A. de C. V.) (Sears) and Sears Roebuck and Co. (Sears USA) signed an agreement, through which they have decided to extend in the same terms as they were, the Trademark Use License Agreement and the Merchandise Sales and Advisory contracts governing the business relationship between them, which provides for the payment of 1% by Sears to Sears USA on the income from the sale merchandise, through which it is allowed to use Sears name both in its business name and in its stores, as well as the exploitation of trademarks owned by Sears Roebuck and Co. The agreement will be in force until 30 September 2017, but contemplates the existence of an extension of seven additional years under the same conditions, unless someone one decides not to extend it, notifying the other party two years in advance. On 30 September 2017, neither party notified the other of the decision to terminate the Agreement, so it was automatically extended for an additional 7 years respecting the initial terms of the agreement. As of December 31, 2025, Sears is in the process of negotiating a new extension period.

1. Infrastructure and Construction and Industrial:

   1. In October 2025, Operadora Cicsa, in conjunction with FCC Construcción, S.A. de C.V., won the bid for the “SaltilloMonterrey Passenger Train Construction” project, a 111 km section. The project, valued at $31,843,777 pesos (including 16% VAT), began on December 31, 2025.
   2. In September 2025, GSM-Bronco and MX DLTA NRG 1 signed a contract with Petróleos Mexicanos (Pemex) for drilling and well completion work in the Ixachi field and to perform expansion services for two macro-wells, for a total of up to US$1,991,180. The service execution period will be 1,096 days, starting from the issuance and notification of the first Work Order, and will conclude once Pemex has paid for all services rendered. As of December 31, 2025, 4% of the work had been completed.
   3. In April 2025, GSM-Bronco signed a contract with the National Institute of Electricity and Clean Energy for geothermal well drilling services, for a minimum amount of US$45,141; the term of the contract will be 435 calendar days starting on April 11, 2025 and ending on June 19, 2026, as of December 31, 2025 there is a progress of 17%.
   4. In July 2024, GSM-Bronco and Operadora Cicsa signed a contract with PEP for comprehensive services for the development, extraction, and production of hydrocarbons at Lakach. The remuneration will be subject to the following: The Service Provider (GSM and OCI) will receive compensation equivalent to a percentage of the Cash Flow Fund (FED). This compensation constitutes the payment obligation to be made by PEP for the provision of services, will be paid monthly, and according to the payment mechanism provided in the contract. The contract term will be 6,403 calendar days, starting on June 25, 2024, and ending on January 4, 2042. As of December 31, 2025, the work is in the transition and planning period.
   5. In September 2021, GSM-Bronco and Canamex Energy Holdings, S.A.P.I. de C.V. received an international electronic restricted invitation procedure from PEP for a turnkey contract for drilling and completion work on development wells for PEP’s onshore fields, for a minimum amount of US $196,050. The work began in September 2021, and as of December 31, 2025, the work under this contract has been completed, and the agreement to extend the amounts and execution periods of the contract is in the process of being signed.
   6. In May 2020, the Federal Government entered into a contract with Operadora and FCC Construcción, S.A. de C.V. for the development of the executive project, supply of materials and construction, as well as track maintenance consisting of infrastructure inspections, actions on the infrastructure, track, diversion, and adherence to the quality standards for maintenance of the Maya Train railway for a period of 5 years on the sections between Escárcega station (PK 228+000) and Calkiní station (PK 463+000), totaling 235 km. Operadora held a 50% stake, for an original contract amount of $15,994,602 and a completion date of July 2023. On August 25, 2023, an extension to the execution period was agreed upon for items not included in the original contract catalog, and the railway was completed on December 9, 2023. The completion of peripheral works or activities such as: Archaeological Zones, CATVIS and perimeter containment, was completed by the end of December 2024; therefore, the maintenance of railway lines will conclude in September 2029. In March 2025, the client reported the early cancellation of the contract
   7. Construction of the 169-kilometer Mitla-Tehuantepec highway for $9,318,200, for which a consortium was created in which Operadora participated with 40%. In June 2019, the concessionaire reported the early termination of the contract with the consortium, which was 68% complete, at the same time, the concessionaire assigned the project directly to Operadora for the conclusion of the works for a value of $5,905,000 and during 2023 the originally contracted works were concluded. however, work outside the contract instructed by the client continued to be carried out, concluding in May 2025.
   8. In the last quarter of 2023, the Polanco Pavilion project was signed for an amount of $2,700,000, with a completion date in the last quarter of 2025. As of December 31, 2025, approximately 47% progress has been made.
   9. During 2022, contracts were signed for the construction of Star Médica in Interlomas, Puebla, Polanco and León, for a total amount of $4,327,000, with completion during 2024 and 2025, as of December 31, 2025, there is an approximate progress of 54%. In the last quarter of 2023, Tijuana, Inbursa and Carso 3 offices were signed, for a total amount of $3,002,000 with completion during 2025 and 2026, as of December 31, 2025, there is an approximate progress of 47%.
   10. During the last quarter of 2024, a contract was signed for the construction of the Centauro del Norte Gas Pipeline, the characteristics of the project consist of the installation of a 36” diameter pipe, with a total length of 442 kilometers, which will be divided into 3 phases, between the states of Mexicali Baja California and San Luis Rio Colorado Sonora, this work will be built in conjunction with our part related to FCC Industrial, the value of the contract for CICSA in its first phase is $47,850 thousand dollars. As of December 31, 2025, there is an approximate progress of 32%.

The following reported figures include works carried out directly by CICSA and by Operadora CICSA, which among its main projects have:

As of December 31, 2025, 2024 and 2023, the Entity signed contracts and work orders with related parties in Mexico and Latin America, for total amounts of $8,229,898, $7,864,759 and $10,253,736; as well as USD $376,087, USD $315,158 and USD $356,992, respectively. The contracts include professional services for the construction and modernization of copper cabling networks (pairs) and external plant fiber optics, as well as for the construction of ductwork and installation of fiber optics, public works, and connections. Most of the contracted projects are estimated to be completed during 2026.

33. Contingencies

1. Retail sector:

As of the date of these consolidated financial statements, the Entity has legal proceedings in process with the competent authorities for diverse reasons, mainly for foreign trade duties, for the recovery of accounts receivable and for labor matters.

The estimated amount of these judgments as of December 31, 2025, 2024, and 2023 is $325,734, $420,244, and $420,423, respectively. Using techniques accepted by IFRS, the provision amounts have been determined to be $145,584, $135,649, and $114,121, which correspond to the provision line item in the consolidated statements of financial position. The Entity has disbursed approximately $82,181, $81,013, and $48,117 for this purpose during fiscal years 2025, 2024, and 2023. While the outcomes of these legal proceedings cannot be predicted with certainty, the Entity’s management does not believe that any legal proceedings will result in unfavorable rulings for the Entity, and that will have an adverse effect on its financial position or operating results.

1. Infrastructure and construction and Industrial sectors:

   1. The Entity maintains commercial, tax and labor proceedings. These proceedings are generated in the normal course of business and are common in the industries in which the businesses participate, and even when it is possible that some unfavorable failures occur for the Entity, the administration considers that such allegations would not have an adverse material impact in its consolidated financial situation.
   2. Certain subsidiaries are currently engaged in legal proceedings with the competent authorities for different reasons, primarily taxes and for the collection of non-current accounts receivable. The Entity’s officers and attorneys consider most of these proceedings will resolve favorably. However, any unfavorable verdict will not substantially affect the Entity’s financial position or results of operations.
   3. As of December 31, 2025, 2024, and 2023, the Entity has contracted bonds, mainly in favor of its clients, for $13,157,303 and $288,171 thousand US dollars, for $17,980,322 and $62,187 thousand US dollars, and for $4,783,535 and $341,711 thousand US dollars, respectively, which were the amounts of liability in force in those periods.
   4. Performance warranties. In the normal course of operations, the Entity is required to guarantee its obligations, mainly derived from construction contracts by means of letters of credit or bonds, regarding the compliance with contracts or the quality of the developed works.

34. Segment information

Information by operating segment is presented based on the management focus and general information is also presented by geography. The balances with subsidiaries are presented in the column of Holding, others and eliminations.

a.Condensed analytical information by operating segment:

(1) Reconciliation of EBITDA

Grupo Carso’s EBITDA for the year ended December 31, 2025 increased by 0.12%.

Cash flows from operating activities:

Cash flows from investing activities:

Cash flows from financing activities:

1. General segment information by geographical area:

The Entity operates in different geographical areas and has distribution channels in Mexico, the United States and other countries through industrial plants, commercial offices or representatives.

The distribution of sales is as follows