BOARD OF
DIRECTORS’ REPORT
Reports of the Board of Directors of Grupo Carso, S.A.B. de C.V. on the principal accounting policies and information criteria applied in the preparation of the Company’s financial statements and on the transactions and activities in which it was involved, pursuant to Article 28, Section IV, subsections (d) and (e) of the Mexican Securities Market Law.
Principal Accounting Policies and Information Criteria Applied in the Preparation of the Financial Statements
The Board of Directors reviewed and approved, with the prior favorable opinion of the Corporate Practices and Audit Committee, the accounting policies and information criteria applied in the preparation of the consolidated financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025. These policies and criteria refer, among others, to the following matters:
| 1. | Activities |
| 2. | Significant events |
| 3. | Business combinations |
| 4. | Consolidated subsidiaries |
| 5. | Cash and cash equivalents |
| 6. | Accounts receivable |
| 7. | Net investment in leased assets |
| 8. | Recoverable taxes |
| 9. | Inventories |
| 10. | Right‑of‑use assets |
| 11. | Lease liabilities |
| 12. | Financial risk management |
| 13. | Financial instruments |
| 14. | Derivative financial instruments |
| 15. | Property, machinery and equipment |
| 16. | Investment properties |
| 17. | Investments in shares of associates, joint ventures and others |
| 18. | Other assets |
| 19. | Intangible assets |
| 20. | Short‑ and long‑term debt |
| 21. | Trade accounts payable |
| 22. | Other accounts payable and accrued liabilities |
| 23. | Provisions |
| 24. | Employee retirement benefits |
| 25. | Equity |
| 26. | Balances and transactions with related parties |
| 27. | Revenues |
| 28. | Costs and expenses by nature |
| 29. | Other income (expenses), net |
| 30. | Discontinued operations |
| 31. | Income taxes |
| 32. | Commitments |
| 33. | Contingencies |
| 34. | Segment information |
| 35. | Adoption of new and revised IFRS Accounting Standards |
| 36. | Material accounting policies |
| 37. | Critical accounting judgments and key sources of estimation uncertainty |
| 38. | Non‑cash transactions |
| 39. | Subsequent events |
| 40. | Authorization of issuance of the consolidated financial statements |
The detail and scope of the accounting policies and information criteria described above are contained in Note 36, Material Accounting Policies, to the aforementioned financial statements, and the respective texts are hereby deemed fully reproduced as if set forth verbatim herein.
Matters Provided for in the Mexican Securities Market Law
During fiscal year 2025 and up to the present date, the Board of Directors of Grupo Carso, S.A.B. de C.V. held various meetings in which the directors were presented with information regarding the results and operations of the Company and its subsidiaries, as well as the Company’s consolidated and unconsolidated financial statements. At such meetings, the directors addressed various matters, including some of those provided for in the Mexican Securities Market Law, and approved, with the prior favorable opinion of the Company’s Corporate Practices and Audit Committee, the following matters:
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Related‑party transactions, executed successively, entered into by certain subsidiaries of Grupo Carso, S.A.B. de C.V., each of which represents more than one percent of the Company’s consolidated assets, as follows:
- Transactions in the amount of Ps. 10,660,283 thousand between Red Nacional Última Milla, S.A.P.I. de C.V. and: (i) CICSA and certain of its subsidiaries, in connection with drops, zero‑start installations, maintenance services, and conduit installations; (ii) Grupo Condumex and certain of its subsidiaries, in connection with the sale of telephone cable; (iii) Elementia Materiales, S.A.P.I. de C.V., in connection with contract manufacturing of dismantled cable for copper recovery; (iv) Carso Eficentrum, S.A. de C.V., in connection with brokerage commissions; and (v) others.
- Transactions in the amount of Ps. 2,799,986 thousand between Claro, S.A. (América Móvil Group) and: (i) CICSA and certain of its subsidiaries, in connection with the manufacturing and installation of radio base stations, installation of fiber optics, and network design, including the sale of copper telephone cable and fiber optics; and (ii) Grupo Condumex and certain of its subsidiaries, in connection with the sale of cable and fiber optics.
- Transactions in the amount of Ps. 2,708,446 thousand between Aptiv Services US LLC and others, and Grupo Condumex and certain of its subsidiaries, related to the sale of harnesses, cable, and automotive engineering services.
All related‑party transactions were reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C., and a summary thereof is included in Note 26 to the audited financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025.
- The ratification of the public accounting firm Galaz, Yamazaki, Ruiz Urquiza, S.C. to provide external audit services for the consolidated financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025, as well as the approval of its fees.
- The consolidated financial statements of Grupo Carso, S.A.B. de C.V. and its subsidiaries as of December 31, 2025, to be submitted for consideration by the Company’s Ordinary (Annual) General Shareholders’ Meeting.
Mexico City, March 23, 2026
Chairman of the Board of Directors
Lic. Carlos Slim Domit