CORPORATE PRACTICES AND AUDIT
COMMITTEE OF GRUPO CARSO, S.A.B. DE C.V.
C.P. Rafael Moisés Kalach Mizrahi (Presidente)
Eng. Antonio Cosío Ariño
Lic. David lbarra Muñoz
Annual Report
To the Board of Directors:
In my capacity as Chairman of the Corporate Practices and Audit Committee of Grupo Carso, S.A.B. de C.V. (the “Committee”), I hereby submit the following annual report on activities corresponding to the fiscal year 2025.
Corporate Practices and Evaluation and Compensation Functions
The Chief Executive Officer of Grupo Carso, S.A.B. de C.V. (the “Company”) and the senior executives of the legal entities controlled by the Company satisfactorily met the objectives assigned to them and fulfilled the responsibilities under their charge.
Related‑party transactions submitted for the Committee’s consideration were approved. Among these were the following significant transactions, each representing more than one percent of the Company’s consolidated assets, executed successively:
“Red Nacional Última Milla, S.A.P.I. de C.V., in connection with drops, zero‑start installations, maintenance services, and conduit installations; sale of telephone cable; contract manufacturing of dismantled cable for copper recovery; brokerage commissions; Claro, S.A. (América Móvil Group), in connection with the manufacturing and installation of radio base stations, fiber‑optic installation, and network design, including the sale of copper telephone cable and fiber optics; and the sale of cable and fiber optics; and Aptiv Services US LLC and others, in connection with the sale of harnesses, cable, and automotive engineering services.”
All related‑party transactions were carried out at market values and were reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C. (the “Firm”), which conducted the audit of the financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025, as well as of most of its subsidiaries. A summary of such transactions is included in a note to the financial statements. The compensation packages and allocation criteria for the Chief Executive Officer and the senior executives of Grupo Carso, S.A.B. de C.V.’s subsidiaries comply with the policies established in this regard by the Board of Directors.
The Board of Directors did not grant any waivers allowing any director, senior executive, or person with decision‑making authority to take business opportunities, for their own benefit or that of third parties, that correspond to the Company or to the legal entities it controls or over which it has significant influence. Likewise, the Committee did not grant any waivers with respect to the transactions referred to in subsection (c) of Section III of Article 28 of the Mexican Securities Market Law.
Audit Functions
We submitted to the Board of Directors for consideration the ratification of Galaz, Yamazaki, Ruiz Urquiza, S.C. to perform the external audit of the financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025 (the “Audit”), as well as the amount of its remuneration. In doing so, we considered that the resources proposed by the Firm to execute the audit program were reasonable, given the scope of the audit, the nature and complexity of the Company’s operations, and its organizational structure. We also reviewed the terms of the audit engagement.
We evaluated the compliance by the Firm and the Independent External Auditor with the personal, professional, and independence requirements set forth in Article 6 of the General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that engage external audit services for basic financial statements (the “External Auditors Circular”), and concluded that both the Firm and the Independent External Auditor satisfactorily met such requirements. Accordingly, we considered that no additional measures were required to ensure their independence.
During fiscal year 2025, based on the policy for the engagement of services other than external audit services, the Board of Directors of Grupo Carso, S.A.B. de C.V. requested the following services:
Sears Operadora México, S.A. de C.V.: (i) Advisory services for the calibration of the expected credit loss model under IFRS 9; (ii) advisory services for the calibration of origination scoring; and (iii) advisory services for the calibration of the collection classification model; Sanborn Hermanos, S.A. de C.V.: (i) Advisory services for the calibration of the expected credit loss model under IFRS 9; (ii) advisory services for the calibration of origination scoring; and (iii) advisory services for the calibration of the collection classification model; Trituradora y Procesadora de Materiales Santa Anita, S.A. de C.V.: Issuance of the certification of capitalized liabilities pursuant to Rule 2.8.1.19 of the 2023 and 2025 Tax Miscellaneous; Resolutions, as well as the fourth paragraph of Article 30 of the Federal Tax Code, regarding the capitalization of debt owed by GIANT Cement Holding, Inc. to the Company as of September 2023.
Elementia Materiales, S.A.P.I. de C.V.: Professional fees for the review of Central America components and the additional time required by business processes; Fortaleza Materiales, S.A.P.I. de C.V.: Professional fees for the review of the accounting treatment of the GIANT divestment transaction. MX DLTA NRG 1, S.A. de C.V.: Transfer pricing studies. Carso Construcción de Costa Rica, S.A.: Tax advisory fees. Nacel de Honduras, S.A. de C.V.: 2024 transfer pricing studies. Operadora CICSA, S.A. de C.V.: Fees for the preparation of the Working Capital Procedures Report (OCI) for the bidding process related to the construction of the Saltillo and Querétaro trains.
We obtained from the Firm a statement regarding compliance with quality control standards applicable to the Audit, as referred to in Section II of Article 20 of the External Auditors Circular, and closely monitored and followed up on the audit activities performed by the Firm and the Independent External Auditor, keeping the Board of Directors duly informed.
As a result of the review of the audit opinion and the financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025, there were no material adjustments to the audited figures nor any qualifications to be disclosed.
Following the review of the Independent External Auditor’s observations letter provided pursuant to Section I of Article 15 of the External Auditors Circular, regarding substantive procedures, internal control evaluation, and relevant matters, we identified certain observations related to the Issuer and some of its subsidiaries. The Company’s management reported that it is preparing an Action Plan including preventive and corrective measures and compliance timelines to address these observations in accordance with applicable legal provisions.
We were not aware of any material non‑compliance with the Company’s operating and accounting registration policies, nor was it necessary to implement preventive or corrective measures. The performance of the Firm and the Independent External Auditor met expectations and the objectives established at the time of engagement were achieved. Likewise, the quality of the audit opinion issued on the financial statements was satisfactory.
The internal control and internal audit systems of Grupo Carso, S.A.B. de C.V. and its subsidiaries are satisfactory and comply with the guidelines approved by the Board of Directors, based on information provided to the Committee by management and by those responsible for internal audit at both Grupo Carso, S.A.B. de C.V. and Grupo Sanborns, S.A. de C.V., regarding the activities carried out under the internal audit plan and follow‑up on key findings during fiscal year 2025, as well as the external audit report.
The Committee was duly informed in all its quarterly sessions of the results of investigations conducted through complaint and whistleblower mechanisms, in order to comply with the principles contained in the Code of Ethics.
The Committee also received regular updates on major litigation involving the Company and/or its subsidiaries, including contingencies, potential financial effects, current status, and measures implemented to strengthen corporate compliance systems. Internal audit results were periodically reviewed.
Based on information provided by management and meetings held with external and internal auditors without the presence of Company officers, and to the best of our knowledge, there were no significant observations made by shareholders, directors, senior executives, employees, or third parties regarding accounting, internal controls, or internal or external audit matters, nor were there any reports of irregular acts in the administration of the Company or its subsidiaries.
During the period under review, we verified that due compliance was given to resolutions adopted by the shareholders’ meeting and the Board of Directors. We also confirmed, based on information provided by management, that the Company has controls in place to ensure compliance with securities market regulations, and that the legal area reviews such compliance at least annually, with no observations or adverse changes in legal status.
With respect to the financial information prepared and submitted by the Company to the Mexican Stock Exchange and the National Banking and Securities Commission, we verified that such information was prepared under the same accounting policies, criteria, and practices as the annual financial information.
Finance and Planning Functions
The Company and its subsidiaries resumed investments during fiscal year 2025, and we ensured that their financing was consistent with the Company’s medium‑ and long‑term strategic plan. We also periodically assessed that the Company’s strategic position aligned with such plan. In addition, we reviewed and evaluated the budget for fiscal year 2026 together with the financial projections considered in its preparation, which included the Company’s main investments and financing transactions, all of which we deemed viable and consistent with investment and financing policies and with the Company’s strategic vision.
For the preparation of this report, the Corporate Practices and Audit Committee relied on information provided by the Company’s Chief Executive Officer, senior executives of its subsidiaries, and the external auditor.
Mexico City, March 23, 2026
Corporate Practices and Audit Committee Chairman
P.A. Rafael Moisés Kalach Mizrahi