cosan

 

 

Cosan S.A.

 

Management Report 2025

 

Cosan S.A. (“Cosan” or “Company”) submits for consideration by its shareholders the Management Report regarding the activities performed in the fiscal year ended December 31, 2025. The results are presented in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS). Unless otherwise indicated, the comparisons presented in this report consider 2025 versus 2024.

 

The Company also provides a detailed version of its Financial Statements and its 4Q25 and 2025 earnings release on its website: https://www.cosan.com.br/en/

1.           Management Message

 

We concluded 2025 amid a still challenging macroeconomic environment in Brazil. Despite this backdrop, we were able to take fundamental steps towards strengthening Cosan’s capital structure and reducing leverage. We completed the capitalization process and welcomed new strategic shareholders, reinforcing our governance framework and providing long-term capital stability.

Across our business portfolio, following a year marked by significant challenges, our controlled companies demonstrated resilience and adaptability in their operational results, which are detailed in Section C. Portfolio Performance of the 4Q25 and 2025 earnings release.

We started 2026 with a simplified organizational structure and the execution of debt prepayments totaling approximately R$6.2 billion. At Compass, we announced the intention to carry out a secondary public equity offering, with a focus on further advancing the reduction of Cosan’s indebtedness.

 

2.           Annual Results

 

Cosan Consolidated

 

Below we present Cosan’s consolidated accounting results for 2025 and its business units. With the exception of Raízen (a joint venture formed between Cosan and Shell which is accounted via equity pickup method), all other information reflects the full consolidation (100%) of the subsidiaries’ results, regardless of Cosan’s stake. For further information, see Note 9 – “Investment in Subsidiaries and Associates” of the individual and consolidated financial statements as of December 31, 2025 (“Financial Statements”).

It is important to clarify that the Cosan Corporate segment represents the Company’s corporate structure, which comprises: (i) senior management and corporate teams that incur G&A and other operating expenses (revenues), including pre-operating investments; (ii) equity pickup results from investments; and (iii) financial results attributable to cash and debt at the holding company level, intermediate holding companies (Cosan Nove and Cosan Dez), and offshore financial entities, among other expenses, as detailed in Notes 1 and 4 to the Financial Statements. The tables below reflect the complete information disclosed in the Company’s Financial Statements.

 

Statement of income for the fiscal year - BRL mln	2025	2024	Change
Net sales revenue	40,419	43,951	-8%
Cost of sales	(27,243)	(30,236)	-10%
Gross profit	13,176	13,715	-4%
Selling expenses	(4,378)	(4,421)	-1%
Other operation income (expenses), net	3,161	1,550	n/a
Impairment loss	(1,494)	(3,155)	-53%
Interest in earnings of investees for subsidiaries and associates	220	1,719	-87%
Interest in earnings of investees of jointly controlled entities	(10,885)	(1,230)	n/a
Impairment loss in an associate	—	(4,672)	n/a
Financial results	(7,791)	(8,750)	-11%
Income tax	(2,203)	(3,191)	-31%
Operation discontinued.	—	274	n/a
Profit (loss) of the year	(10,194)	(8,162)	25%
Profit (loss) for the year attributed to:
Non-controlling interests	(472)	1,262	n/a
Owners of the Company	(9,722)	(9,424)	3%
Profit (loss) for the period	(10,194)	(8,162)	25%

Information by Segment:

Results by business unit	Raízen	Compass	Moove	Rumo	Radar	Cosan Corporate	Deconsolidation of a Joint Venture	Eliminations between segments	Consolidated
2025
Net sales revenue	232,247	16,604	9,320	13,848	654	3	(232,247)	(11)	40,419
Cost of sales	(223,040)	(12,573)	(7,036)	(7,562)	(82)	–	223,040	11	(27,243)
Gross profit	9,207	4,031	2,284	6,286	572	3	(9,207)	–	13,176
Selling expenses	(8,386)	(1,079)	(2,217)	(696)	(96)	(290)	8,386	–	(4,378)
Other operation income (expenses), net	(1,469)	658	916	123	1,309	155	1,469	–	3,161
Impairment loss	(6,497)	–	–	(1,228)	–	(266)	6,497	–	(1,494)
Net Financial results	(9,130)	(1,638)	(322)	(3,025)	63	(2,870)	9,130	–	(7,791)
Interest in earnings of investees for subsidiaries and associates	(24)	116	–	102	–	2,275	24	(2,273)	220
Interest in earnings of investees of jointly controlled entities	(178)	–	–	(7)	–	(10,878)	178	–	(10,885)
Income tax	(5,839)	(629)	(104)	(689)	(186)	(595)	5,839	–	(2,203)
Profit (loss) of the year	(22,315)	1,460	558	865	1,661	(12,465)	22,315	(2,273)	(10,194)
Profit (loss) for the year attributed to:
Non-controlling interests	(58)	330	168	608	1,165	(2,743)	58	–	(472)
Owners of the Company	(22,257)	1,130	390	257	496	(9,722)	22,257	(2,273)	(9,722)
Profit (loss) of the year	(22,315)	1,460	558	865	1,661	(12,465)	22,315	(2,273)	(10,194)

  

Note: Although Raízen SA is a joint venture recorded using the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column "Deconsolidation of a Joint Venture".

Below we present the material changes in the income statement:

 

Net Revenue

 

Cosan’s consolidated net operating revenue totaled R$40.4 billion in 2025, representing an 8% decrease compared to 2024. The main factors contributing to this variation by segment are described below:

 

Rumo recorded net operating revenue of R$13.8 billion in 2025, remaining virtually stable compared to 2024, due to a combination of operational and market-related factors. Performance reflected higher transported volumes, despite a reduction in the average tariff. The main growth driver was the Northern Operation, with emphasis on the contribution from new logistics flows of pulp, liquid fuels, and bauxite, as well as higher volumes transported in the grain portfolio.

 

At Compass, net operating revenue totaled R$16.6 billion in 2025, 10% lower in comparison to R$18.4 billion in 2024, mainly reflecting the migration of customers from the regulated market to the free market.

 

Moove reported net operating revenue of R$9.3 billion in 2025, a 9% decrease versus the prior year. This performance was primarily impacted by lower lubricant sales, reflecting operational impacts resulting from the fire at the Rio de Janeiro plant. Despite the adverse scenario, the company sought to mitigate impacts through portfolio management strategies and optimization of the product mix, aiming to maintain competitiveness and operational efficiency.

 

At Radar, net operating revenue reached R$654 million in 2025, representing a reduction compared to R$1.4 billion in 2024, mainly reflecting the lower number of agricultural properties sold from the portfolio compared to the previous year.

 

Cost of sales

 

The cost of sales provided by Cosan’s subsidiaries totaled R$27.2 billion in the fiscal year ended, representing a 10% decrease compared to 2024. This reduction mainly reflects: (i) at Compass, the impact of customer migration from the regulated to the free market; (ii) at Radar, an 89% reduction in operating costs due to the lower number of agricultural property sales in 2025; and (iii) at Moove, a 4% decrease in operating costs, reflecting the impacts of the fire that occurred in 2025 at the Rio de Janeiro plant.

 

Gross profit

 

Based on the results presented, Cosan recorded gross profit of R$13.2 billion in 2025, 4% lower than the previous year. This decline was mainly driven by the performance of the Moove segment, which was significantly impacted as described above. Additionally, the Radar segment also contributed to the reduction in gross profit due to a reduction in the number of agricultural property sales during the year compared to the prior year.

 

Selling, General, Administrative Expenses, Other operating income (expenses) and Impairment

 

Consolidated selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$ 2.7 billion in 2025, representing a reduction compared to the prior period, mainly impacted by the following factors:

 

At Rumo, selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$1.8 billion in 2025 (-55%). This performance reflects continuous control of fixed costs and efficiency gains in personnel and operational management, in line with the company’s operational discipline and cost optimization strategy. Additionally, results were positively impacted by compensation for loss of profits related to the Southern Operation, recognition of tax credits, and impairment losses.

 

At Moove, selling, general and administrative expenses and other income totaled R$1.3 billion in 2025, with the reduction mainly driven by the other income line, reflecting the receipt of compensation for lost profits and property damage related to the fire that occurred in early 2025 at the Rio de Janeiro plant.

 

At Cosan Corporate, selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$401.2 million, representing a 54% decrease compared to the same period of the previous year, mainly due to: (i) reduction in costs associated with the Long-Term Incentive Program, reflecting the decline in the share price; (ii) the the accrual of cost sharing from businesses activities centrally performed; and (ii) the impact of the partial divestment of the stake in Vale carried out in 2024.

 

Financial Result

 

In 2025, Cosan’s consolidated financial result totaled an expense of R$7.8 billion, compared to an expense of R$8.8 billion in 2024. This reduction is mainly explained by:

 

At Rumo, the financial result totaled R$3.0 billion (+17%), mainly impacted by the higher net debt cost, reflecting increased leverage and the effect of a higher average CDI. Higher interest rates also contributed to an increase in the monetary variation of concession liabilities. Other financial income was positively impacted by higher capitalization of interest on ongoing investment projects.

 

At Compass, the financial result reached R$ 1.6 billion in 2025, representing a 92% increase versus the prior year, mainly driven by higher debt costs, increased interest rates, and a non-recurring effect in 2024, as detailed in Note 32 to Compass’ Financial Statements.

 

At Cosan Corporate, the financial result amounted to R$2.9 billion in 2025, a 44% decrease compared to 2024, mainly reflecting:

(i) the positive result from foreign exchange variation on bonds and the lower impact of interest expenses, thanks to the reduction in gross debt; and (ii) higher cash balance resulting from the follow-on offering at Cosan and the sale of a partial stake in Rumo, carried out in November and December 2025, respectively, in addition to a higher interest rate environment.

 

Equity Pickup

 

Equity pickup results were negative R$10.7 billion in 2025, compared to negative R$4.2 billion in 2024, mainly due to the non-recurring and non-cash recognition of impairment losses on certain Raízen’s assets, recorded due to the application of accounting procedures arising from significant uncertainty regarding its ability to continue (going concern).

 

Income Tax and Social Contribution

 

As of December 31, 2025, income tax and social contribution expenses totaled R$2.2 billion, 31% lower in comparison to R$3.2 billion in 2024. The effective tax rate was 27.6% in 2025, compared to 60.8% in the prior year. This reduction mainly reflects tax losses and unrecognized temporary differences totaling R$2.4 billion, representing a 44% decrease compared to 2024, which also included the write-off of tax losses from prior periods at the parent company level.

 

Profit (loss)

 

Cosan ended 2025 with a consolidated net loss of R$10.2 billion, representing a negative variation of R$2.0 billion compared to 2024, mainly reflecting the accounting recognition of the recoverable amount of certain assets at Raízen.

 

3.           Proposal for allocation of the Company's results for the fiscal year ended December 31, 2025

 

The allocation of results will be submitted for deliberation at the next Annual General Meeting, in accordance with Note 17 to the Financial Statements.

  

4.           Human capital

 

Safety and well-being remain priorities for the Company, with a permanent ambition of zero accidents. In this context, the LTIF¹ safety indicator was 0.282 in 2025, remaining stable compared to 2024. Cosan and its investee companies continue to focus on maintaining high safety standards in their operations, with ongoing investments in training, technology, and safe practices, as well as health benefits that reinforce care for people’s physical and mental well-being.

 

The Development agenda was strengthened through structured programs and initiatives aimed at expanding capabilities, developing leadership, and supporting employee growth, connecting people development with the Company’s strategic business priorities.

 

In terms of Diversity, partnerships with the Forum of Companies and LGBTI+ Rights and the Business Initiative for Racial Equality were maintained, and a new partnership was established with Movimento Mulher 360º, further strengthening the Company’s actions related to equity and inclusion.

 

At the end of 2025, Cosan’s administrative structure underwent a simplification process, resulting in a significant reduction in headcount. This movement led to a greater transfer of activities from the holding company to the operating entities.

In compliance with Law No. 15,177/2025, which amends Law No. 6,404/1976, the Company presents:

Employed women by hierarchical level	2025		2024
	Amount	Proportion	Amount	Proportion
Board of Directors and above	4	44%	5	50%
Management	7	30%	14	44%
Coordination	26	79%	31	66%
Administrative	29	66%	37	60%
Internship	3	50%	3	75%

 

Women holding positions in Cosan's management	2025			2024
	Amount	Proportion	Amount	Proportion
Board of Directors	1	13%	2	22%
Statutory Directors	1	33%	1	25%

Proportion of women's remuneration relative to men's remuneration by hierarchical level1	2025	2024
Board of Directors and above	127.7%	96.8%
Management	88.5%	90.4%
Coordination	96.8%	101.2%
Administrative	96.4%	88.4%
Internship	100.0%	100.0%

Note: (1) Amounts consider annual compensation, including an estimate of short-term variable compensation. To ensure comparability, only employees who worked the full 12 months of the year were considered. There are differences in hierarchical level, seniority, tenure, performance, among other factors, among employees grouped within the same classification. The segmentation considers a minimum number of employees of both genders in each group; however, highly specific roles in which there are employees of only one gender were not included.

Note:(2) Lost time injury frequency = Number of accidents per million hours worked.

Cosan reiterates its commitment to promoting gender equity, in line with the guidelines of its Diversity, Equity and Inclusion Policy, and reinforces that it fosters an internal culture that promotes and respects the values and needs of all people, without distinction of color, gender, religion, culture, sexual orientation, physical condition, appearance, or age.

5.           Capital Market & Corporate Governance

 

In 2005, Cosan entered the capital markets, with its shares listed on the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), under the ticker CSAN3. Cosan also has American Depositary Shares (ADSs) traded on the New York Stock Exchange (NYSE) since March 2021.

In November 2025, the Company’s controlling shareholders, Aguassanta Investimentos S.A. and Queluz Holding Limited, investment vehicles of the family of Mr. Rubens Ometto Silveira Mello, entered into a shareholders’ agreement with BTG Pactual Holding and Perfin Infraestrutura (together, the “Investors”), and the Company also carried out two primary public offerings of common shares, raising R$ 10.5 billion, with the objective of strengthening its capital structure and reducing holding company indebtedness. The new Investors are strategic business groups with diversified investments, including in infrastructure, and aim to contribute to the enhancement of corporate governance and to the execution of the Company’s long-term strategy.

 

Following the public offerings mentioned above, as of December 31, 2025, Cosan’s share capital was represented by 3,966,570,932 registered, book-entry common shares with no par value, all of which carry voting rights, in accordance with the Novo Mercado regulations of B3.

Management remains committed to the continuous evolution of the Company’s governance environment. The Board of Directors is supported by committees that address the Company’s priority matters, including the Fiscal Council and the Statutory Audit Committee, both of which operate independently from Management. Cosan also has a dedicated area responsible for risk management, information security, internal controls, and internal audit, which strengthens governance at the holding company level and provides support to the companies in our portfolio.

 

In addition, Cosan adopts best market practices and procedures with the objective of complying with applicable legislation and regulations, as well as with the rules set forth in its Code of Conduct and policies related to the prevention, detection, and mitigation of misconduct, fraud, corruption, bribery, irregularities, and unlawful acts, especially in dealings with the Public Administration. The Code of Conduct is available on the Company’s website (https://www.cosan.com.br/en/).

 

6.           Commitment to Sustainability

 

Cosan annually discloses environmental, social, and governance (ESG) information through its Sustainability Report, presenting priority topics in accordance with its materiality matrix, in addition to addressing matters such as risk management. Since 2023, the reporting of annual sustainability information has followed the format of Cosan’s Integrated Report, in compliance with CVM Resolution No. 14/20.

 

In June 2023, the International Sustainability Standards Board (ISSB) issued IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 – Climate-related Disclosures, which establish new disclosure requirements regarding, respectively, sustainability-related risks and opportunities and climate-related disclosures. The Company is taking the necessary measures to comply with these standards, whose adoption is required for fiscal years beginning on or after January 1, 2026, pursuant to CVM Resolution No. 193, issued in October 2023.

 

Cosan has also been a signatory to the United Nations Global Compact since 2020 and has been recognized in leading ESG benchmarks: (i) by the Carbon Disclosure Project (CDP), the Company advanced to an “A” score in CDP Climate, one of the world’s leading references for transparency and climate risk management; and (ii) by S&P Global, the Company was once again included in the “Sustainability Yearbook 2026”, being recognized as one of the top-performing companies in its sector based on its S&P Global ESG Score.

 

7.           Investments in subsidiaries and associates

 

In accordance with Article 243 of Law No. 6,404/1976, the Company reports that it holds material investments in subsidiaries and associates operating in strategic areas of its business. These investments are recorded on the balance sheet and detailed in Note 9 to the Financial Statements, which presents the composition of the portfolio and the respective interests.

 

Investments in subsidiaries and associates are accounted for using the equity pick up method, whereby the Company’s share in the results and changes in equity of these investees is recognized proportionally in its financial statements. The main companies that comprise this portfolio, as well as the respective amounts invested, are disclosed in the balance sheet and are summarized in the investment table below.

 

In thousands of Reais	Balance as of December 31, 2025	Balance as of December 31, 2024
Corporate
Cosan Corretora de Seguros Ltda.	6,792	3,333
Cosan Nove Participações SA	6,491	7,153,309
Cosan Dez Participações SA	5,041,185	3,366,248
Pasadena Empreendimentos e Participações S.A.	—	(251)
Cosan Limited Partners Brasil Consultoria Ltda	—	218
Cosan Oito S.A.	—	9,601,259
Cosan Global	103,057	129,764
Fundo Celeste de Investimento	490,295	—
Other	24,796	31,413
Radar
Radar II Propriedades Agrícolas S.A.	1,291,759	1,241,246
Radar Propriedades Agrícolas S.A.	246,182	266,250
Nova Agrícola Ponte Alta S.A.	515,506	455,407
Nova Santa Bárbara Agrícola S.A.	13,119	35,942
Nova Amaralina S.A. Propriedades Agrícolas	262,881	229,289
Terras da Ponte Alta S.A.	99,498	98,121
Paineira Propriedades Agrícolas S.A.	243,684	231,839
Manacá Propriedades Agrícolas S.A.	239,235	226,538
Castanheira Propriedades Agrícolas S.A	334,509	325,220
Tellus Brasil Participações S.A.	812,875	767,096
Janus Brasil Participações S.A.	1,286,450	1,198,363
Duguetiapar Empreendimentos e Participações S.A.	197	735
Gamiovapar Empreendimentos e Participações S.A.	147,453	143,697
Radar Gestão	—	—
Moove
Moove Lubricants Holdings	1,211,742	1,325,556
Other	142	460
Rumo
Rumo SA	4,196,010	4,477,644
Total investment in subsidiaries	16,573,858	31,308,696
Corporate
Pasadena Empreendimentos e Participações S.A.	(287)	—
Cosan Luxembourg S.A.	(371,031)	(263,722)
Total provision for uncovered liability of subsidiary	(371,318)	(263,722)
Total	16,202,540	31,044,974

In thousands of Reais	Balance as of December 31, 2025	Balance as of December 31, 2024
Rumo
Rhall Terminals Ltd.	7,586	7,297
Termag - Guarujá Maritime Terminal S.A.	4,710	4,297
TGG - Terminal de Granéis do Guarujá S.A.	15,733	16,423
CLI Sul S.A.	201,206	222,791
Terminal XXXIX S.A.	110,033	—
Terminal Multimodal de Grãos e Fertilizantes S.A.	57,544	30,058
Compass
Companhia de Gás de Santa Catarina - Scgás	657,347	653,687
CEG Rio SA	375,293	336,792
Companhia de Gás de Mato Grosso do Sul - Msgás	282,550	287,476
Corporate
Vale S.A.	—	9,112,136
Other	9,306	7,609
Total	1,721,308	10,678,566

  

8.           Relationship with the Independent Auditor

 

Cosan engaged PricewaterhouseCoopers Auditores Independentes Ltda. (PwC) to provide external audit services for its financial statements for the fiscal year 2025.

 

The Company has a Policy on the Engagement of Independent Auditors and Non-Audit Services (“Policy”) aimed at establishing rules related to the engagement of independent auditors and audit firms, including guidelines and procedures to ensure the independence of independent auditors and consulting service providers of the Company, its controlled entities, subsidiaries, joint ventures, and relevant associates. The Policy is available at: https://www.cosan.com.br/en/about-cosan/corporate-governance/bylaws-policies-and-codes/.

 

During 2025, PwC was also engaged to provide other independent audit services related to subsidiaries and associates, including the annual audit of the individual and consolidated financial statements for the year ended December 31, 2025, as well as the review of the Company’s interim individual and consolidated financial statements for the periods ended March 31, June 30, and September 30, 2025. Such services did not result in any implications for the independence principle established in the Policy.

 

Based on these principles, PwC has informed that the provision of the services described above does not affect the independence and objectivity required for the performance of the services rendered to the Company.

9.           Management Declaration

 

In compliance with the provisions of CVM Resolution No. 80, Management declares that it has discussed, reviewed, and agreed with the Financial Statements for the fiscal year ended December 31, 2025, as well as with the opinions expressed in the independent auditors’ report on the Company’s Financial Statements.

CONTENTS

Independent Auditor's Report on the Individual and Consolidated Financial Statements	11
Statement of financial position	19
Statement of profit or loss	21
Statements of comprehensive income	22
Statement of changes in equity	23
Statement of cash flow	25
Statement of value added	28
1. Operations	29
2. Significant events and debt instruments incurred in the year	30
2.1 Portfolio	30
2.2 New debts	33
3. Statement of compliance and material accounting policies	35
3.1 Statement of compliance	35
3.2 Material accounting policies	35
3.3 Restatement in the statement of value added	36
4. Segment information	37
4.1 Net sales to external customers by product/customer type	43
4.2 Information on geographical area	29
4.3 Main customers	29
5. Financial assets and liabilities	44
5.1 Restrictive clauses	46
5.2 Cash and cash equivalents	50
5.3 Marketable securities	51
5.4 Loans, borrowings and debentures	52
5.5 Leases	56
5.6 Derivative financial instruments	60
5.7 Trade receivables	68
5.8 Related parties	70
5.9 Trade payables	73
5.10 Sectorial financial assets and liabilities	73
5.11 Fair value measurement	75
5.12 Financial risk management	77
5.13 Put option liability on subsidiary shares	84
6. Other tax receivable	85
7 Inventories	85
8. Assets and liabilities held for sale	86
9. Investment in subsidiaries and associates	87
9.1 Investments in subsidiaries	88
9.2 Acquisition of subsidiaries	97
9.3 Non-controlling interest in subsidiaries	100
10. Investment in joint ventures	104
11. Property, plant and equipment, intangible assets and goodwill, contract assets, right-of-use assets, investment properties  and impairment loss	106
11.1 Property, plant and equipment	106
11.2 Intangible assets and goodwill	108
11.3 Contract assets	111
11.4 Right-of-use assets	112
11.5 Investment properties	114
11.6 Impairment loss	115
12 Commitments	115
13 Concessions payable	115
14 Other taxes payable	118
15. Income taxes	119
16. Provision for legal proceedings and judicial deposits	125
17 Shareholder's equity	131
18 Earnings per share	134
19 Net sales	135
20 Costs and expenses by nature	135
21 Other operating income (expenses), net	138
22 Financial results	139
23 Post-employment benefit	141
24 Share-based payments	145
25 Subsequent events	149
26 New accounting standards	150
26.1 Recent accounting standards adopted by the company	150
26.2 New standards and interpretations not yet in force	150

 

Cosan S.A.

 

Cosan S.A.

Independent auditor's report

To the Board of Directors and Shareholders

Cosan S.A. 

 

Opinion

We have audited the accompanying parent company financial statements of Cosan S.A. (the "Company"), which comprise the statement of financial position as at December 31, 2025 and the statements of profit or loss, comprehensive income, changes in equity and cash flow for the year then ended, as well as the accompanying consolidated financial statements of Cosan S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated statement of financial position as at December 31, 2025 and the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flow for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and of the Company and its subsidiaries as at December 31, 2025, and the parent company financial performance and the cash flows as well as the consolidated financial performance and the cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

 

Basis for opinion

 

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the parent company and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, as applicable to audits of financial statements of public interest entities in Brazil, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Cosan S.A.

Why it is a Key Audit Matter	How the matter was addressed in the audit
Obligations related to the joint venture Raízen S.A. (“Raízen”) – Note 2.1.11, Note 5.8 and Note 10
In its consolidated financial statements as of December 31, 2025, the Company presents an investment in joint ventures balance in Raízen of zero, receivable and payable balances with Raízen amounting to R$119,635 thousand and R$276,336 thousand, respectively, recognized a loss from equity interest recorded in the statement of profit or loss for the year ended on that date in the amount of R$10,881,556 thousand, and disclosed the non-recognition of an additional loss from equity interest for the year ended on that date in the amount of R$712,152 thousand.   As mentioned in Note 2.1.11 to the consolidated financial statements, due to elevated indebtedness combined with losses incurred in its operations during 2025, Raízen has been seeking capital strengthening alternatives.   The Company’s management assessed the contracts, corporate documents, and other documents, and concluded that there are no legal or constructive obligations to provide financial support to Raízen and, therefore, did not recognize any additional obligations arising from Raízen’s financial situation in its financial statements as of December 31, 2025.	Our audit procedures included, among others, the evaluation of the design and testing of relevant internal controls related to the investment and equity method accounting process.   We performed a recalculation of the Company’s equity method investment in Raízen.   With the support of our specialists, we evaluated the contracts, corporate documentation and other relevant documents.   We held discussions with the management and governance bodies to assess whether there was knowledge of any legal or constructive obligation to be recognized.   We discussed and obtained an understanding of the existence of cross‑default clauses and covenants in the Company’s and its subsidiaries’ loan, financing and debenture agreements.   Finally, we read and assessed the disclosures presented in the notes to the financial statements.   Our audit procedures demonstrated that management’s conclusions regarding this matter are consistent with the data and information obtained.

Recognition, measurement and classification of assets related to gas concession contracts – Compass: indemnification financial asset, concession rights intangible asset and customer relationships intangible asset (together, “gas concession right intangible asset”) and contract assets – Notes 5, 11.2 and 11.3
The Company’s consolidated financial statements as of December 31, 2025 present the following balances of assets related to gas concession contracts: (i) indemnifiable financial asset amounting to R$557,475 thousand, (ii) gas concession rights intangible asset amounting to R$16,483,009 thousand, and (iii) contract assets amounting to R$1,041,770 thousand.   The recognition and measurement of the expenditures that comprise each of these balances in the consolidated financial statements are related to (i) expenditures incurred in the piped gas distribution infrastructure network with the right to receive indemnification from the granting authority at the end of the contract, (ii) the contractual right to receive cash from users for construction services of the gas supply system, including customer relationships, and (iii) the contractual right related to construction work in progress of the gas distribution concession network.   Additionally, the classification of these amounts among the indemnifiable financial asset, gas concession right intangible asset and contract assets involves complexity and significant judgment by Management.   This matter was considered one of the key audit matters due to the determination of the amounts involved and the significant judgments related to the classification of amounts among the indemnifiable financial asset, gas concession right intangible asset and contract assets.	Our audit procedures included, among others, the evaluation of the design and testing of relevant internal controls related to the process of recognition, measurement and classification of the indemnifiable financial asset, gas concession right intangible asset and contract assets.   We selected, on a sample basis, materials and services applied to construction projects that evidence infrastructure expenditures, with inspection of supporting documentation for the capitalized costs.   We assessed whether the capitalized costs meet the capitalization criteria, as well as their classification between the indemnifiable financial asset and the gas concession right intangible asset.   We recalculated interest on loans, financing arrangements and debentures capitalized to construction in progress, in addition to the amortization of the gas concession right intangible asset recognized in the statement of profit or loss for the year.   We performed mathematical calculations and tested the calculation methodology used to classify expenditures between the indemnifiable financial asset and the gas concession right intangible asset, taking into consideration (i) the useful life of the asset; and (ii) the concession term.   Amounts related to assets whose useful life exceeds the concession term are classified as indemnifiable financial assets.   We read and evaluated the disclosures presented in the notes to the financial statements.   Our audit procedures demonstrated that management’s judgments related to this matter are consistent with the data and information obtained.

Measurement of the fair value of investment properties – Note 11.5
In its consolidated financial statements as of December 31, 2025, the Company reports a balance of investment property, represented by agricultural properties measured at fair value, in the amount of R$18,221,781 thousand, and recognized in the statement of profit or loss for the year ended on that date a gain from fair value measurement amounting to R$1,441,276 thousand.   The measurement of fair value involves a high degree of complexity, as it requires specialized technical knowledge, including the involvement of external specialists to determine the methodology to be used in calculating the estimate, carried out in accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas – “ABNT”), as well as the application of significant judgment by Management in defining the assumptions adopted. These assumptions include, among others: surveys of agricultural property prices in the spot market, value normalization of property values, sale prices practiced in the region, distances, infrastructure, land access, topography and soil conditions, land use considering the type of crop, rainfall levels, and the discount rate.   Due to the relevance of the amounts involved, as well as the complexity and management judgment applied in the fair value measurement, we considered this matter to be one of the key audit matters in our audit.	Our audit procedures included, among others, the evaluation of the design and testing of relevant internal controls related to the fair value measurement process.   On a sample basis, we tested the fair value measurement of investment properties prepared by management and, together with our specialists, evaluated:   (1)             whether the methodologies used by management are consistent with methods applied in the market; (2)          the reasonableness of the assumptions adopted in the identification and measurement of fair values, by comparing them with market data applied to similar transactions or with quoted sale prices for potential comparable transactions; (3)            the logical consistency and mathematical recalculation of the model prepared by management; and (4)         also on a sample basis, we analyzed supporting documentation evidencing possession and ownership of the properties in order to ensure the accuracy of the data used in the fair value measurement.   We evaluated the technical competence of management’s external specialists involved in the fair value measurement.   Finally, we read and assessed the disclosures made by the Company.   We consider that the assumptions and judgments adopted by management in determining the fair value of investment properties are consistent with the disclosures made and with the data and information obtained in our audit.

Cosan S.A.

 

Other matters - Statements of Value Added

 

The parent company and consolidated Statements of Value Added for the year ended December 31, 2025, prepared under the responsibility of the Company's management and presented as supplementary information for IFRS Accounting Standards purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, these Statements of Value Added have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and are consistent with the parent company and consolidated financial statements taken as a whole.

 

Prior-year information

 

The original financial statements of the Company for the year ended December 31, 2024, prepared before the consideration of the adjustments described in note 3.3, were audited by another firm of auditors whose report, dated March 10, 2025, expressed an unmodified opinion on those statements.

 

As part of our audit of the financial statements for 2025, we also have audited the adjustments described in note 3.3 that were made to restate the financial statements for 2024, presented for comparison purposes. In our opinion, these adjustments are appropriate and were correctly recorded. We were not engaged to audit, review or apply any other procedures to the Company's financial statements for 2024 and, therefore, we do not express any opinion or any form of assurance on the financial statements for 2024 taken as a whole.

 

Other information accompanying the parent company and consolidated financial statements and the auditor's report

 

The Company's executive board is responsible for the other information that comprises the Management Report.

 

Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.

 

In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of the executive board and those charged with governance for the parent company and consolidated financial statements

 

The executive board is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the parent company and consolidated financial statements, the executive board is responsible for assessing the ability of the Company and its subsidiaries, as a whole, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the executive board either intends to liquidate the Company and its subsidiaries, as a whole, or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Cosan S.A.

Auditor's responsibilities for the audit of the parent company and consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 Brazilian and International Standards on Auditing will always detect a 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 financial statements.

 

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•	Identify and assess the risks of material misstatement of the parent company and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate 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 internal control of the Company and its subsidiaries.
•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the executive board.
•	Conclude on the appropriateness of executive board’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 ability of the Company and its subsidiaries, as a whole, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company and 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 auditor's report. However, future events or conditions may cause the Company and its subsidiaries, as a whole, to cease to continue as a going concern.
•	Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves 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 parent company and consolidated 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.

Cosan S.A.

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, actions taken to eliminate threats to our independence or safeguards applied.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the Key Audit Matters. We describe these matters in our auditor's 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.    

 

São Paulo, March 9, 2026  

 

 

PricewaterhouseCoopers Auditores Independentes Ltda.

CRC 2SP000160/O-5 

 

 

Alessandro Marchesino de Oliveira Contador

CRC 1SP265450/O-8

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			Parent Company				Consolidated
			Twelve months ending on  December 31,				Twelve months ending on December 31,
	Note		2025		2024		2025		2024
Net sales	19		—		—		40,418,596		43,950,742
Cost of sales	20		—		—		(27,242,987)		(30,236,061)
Gross profit			—		—		13,175,609		13,714,681
Selling expenses	20		—		—		(1,850,143)		(1,575,890)
General and administrative expenses	20		(287,681)		(368,154)		(2,527,748)		(2,845,282)
Other operating income (expenses), net	21		155,298		(126,151)		3,161,271		1,549,834
Impairment	21		(265,880)		—		(1,493,752)		(3,155,400)
Operating expenses			(398,263)		(494,305)		(2,710,372)		(6,026,738)
(Loss) profit before equity in earnings of investees, finance results and income taxes			(398,263)		(494,305)		10,465,237		7,687,943
Impairment in associate	9.1		—		—		—		(4,672,396)
Interest in (losses) earnings of subsidiaries and associates	9.1		(4,764,200)		(2,960,668)		219,922		1,719,031
Interest in losses of joint ventures	10		(1,224,526)		(142,161)		(10,885,023)		(1,229,980)
Equity in losses of investees			(5,988,726)		(3,102,829)		(10,665,101)		(4,183,345)
Finance expense			(2,822,014)		(2,357,419)		(8,949,615)		(7,637,116)
Finance income			875,774		291,426		3,583,317		2,655,899
Foreign exchange, net			1,434,193		(3,557,941)		2,397,352		(5,741,359)
Net effect of derivatives			(2,230,083)		327,317		(4,822,475)		1,972,859
Finance results, net	22		(2,742,130)		(5,296,617)		(7,791,421)		(8,749,717)
Loss before income taxes			(9,129,119)		(8,893,751)		(7,991,285)		(5,245,119)
Income taxes	15
Current			(419)		(48,781)		(1,286,327)		(1,952,203)
Deferred			(592,587)		(666,350)		(916,789)		(1,238,319)
			(593,006)		(715,131)		(2,203,116)		(3,190,522)
Loss for the year from continuing operations			(9,722,125)		(9,608,882)		(10,194,401)		(8,435,641)
Profit for the year for discontinued operations, net of taxes			—		185,087		—		273,875
Loss for the year			(9,722,125)		(9,423,795)		(10,194,401)		(8,161,766)
Profit (loss) attributable to:
Owners of the Company			(9,722,125)		(9,423,795)		(9,722,125)		(9,423,795)
Non-controlling interests			—		—		(472,276)		1,262,029
			(9,722,125)		(9,423,795)		(10,194,401)		(8,161,766)
Loss per share	18
Basic							R$(3.89)		R$(5.16)
Diluted							R$(3.94)		R$(5.16)
Earnings per share - discontinued operations	18
Basic							R$—		R$0.10
Diluted							R$—		R$0.10

The accompanying notes are an integral part of the individual and consolidated financial statements.

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