UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of August 2026
Commission File Number: 333-251238
|
|
COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
|
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Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒

To the Board of Directors and Stockholders
Cosan S.A.
Introduction
We have reviewed the accompanying interim statement of financial position of Cosan S.A. ("Company") as at June 30, 2026 and the related statements of profit or loss and comprehensive income for the quarter and six-month periods then ended, and the statements of changes in equity and cash flows for the six-month period then ended, as well as the accompanying consolidated interim statement of financial position of the Company and its subsidiaries ("Consolidated") as at June 30, 2026 and the related consolidated statements of profit or loss and comprehensive income for the quarter and six-month periods then ended, and the consolidated statements of changes in equity and cash flows for the six-month period then ended, and explanatory notes.
The executive board is responsible for the preparation and presentation of these parent company and consolidated condensed interim financial statements in accordance with accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.

Other matters - Condensed statements of value added
The condensed interim financial statements referred to above include the parent company and consolidated statements of value added for the six-month period ended June 30, 2026. These statements are the responsibility of the Company's executive board and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the condensed interim financial statements for the purpose of concluding whether they are reconciled with the condensed interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these condensed statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated condensed interim financial statements taken as a whole.
São Paulo, August 14, 2026
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira
Contador CRC 1SP265450/O-8
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|
|
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Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
4,349,130 |
|
15,383,305 |
|
13,357,975 |
|
27,243,683 |
|
Restricted cash |
|
|
— |
|
— |
|
37,362 |
|
45,781 |
|
Marketable securities |
|
|
2,679,895 |
|
23,211 |
|
5,490,667 |
|
2,588,411 |
|
Trade receivables |
|
|
— |
|
— |
|
4,424,619 |
|
3,520,278 |
|
Derivative financial instruments |
5.3 |
|
— |
|
72,145 |
|
90,485 |
|
310,981 |
|
Inventories |
|
|
— |
|
— |
|
2,330,138 |
|
1,969,258 |
|
Receivables from related parties |
5.4 |
|
138,560 |
|
117,836 |
|
228,890 |
|
199,549 |
|
Income tax receivable |
|
|
778,336 |
|
709,042 |
|
1,326,479 |
|
1,166,622 |
|
Other current tax receivable |
|
|
5,279 |
|
5,278 |
|
890,302 |
|
1,022,881 |
|
Dividend receivable |
|
|
264,428 |
|
87,224 |
|
51,664 |
|
35,410 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
534,362 |
|
338,332 |
|
Other financial assets |
|
|
— |
|
— |
|
— |
|
612 |
|
Other current assets |
2.1.1 |
|
85,259 |
|
74,506 |
|
514,299 |
|
993,667 |
|
|
|
|
8,300,887 |
|
16,472,547 |
|
29,277,242 |
|
39,435,465 |
|
Non-current assets held for sale |
2.1.7 |
|
299,105 |
|
531,734 |
|
2,269,168 |
|
652,168 |
|
Current assets |
|
|
8,599,992 |
|
17,004,281 |
|
31,546,410 |
|
40,087,633 |
|
Trade receivables |
|
|
— |
|
— |
|
151,056 |
|
148,885 |
|
Marketable securities |
|
|
— |
|
307,177 |
|
64,394 |
|
404,182 |
|
Restricted cash |
|
|
33 |
|
186 |
|
193,707 |
|
182,987 |
|
Deferred tax assets |
8 |
|
616,539 |
|
1,378,628 |
|
2,956,136 |
|
3,703,864 |
|
Receivables from related parties |
5.4 |
|
110,343 |
|
102,476 |
|
2,710 |
|
20,348 |
|
Income tax receivable |
|
|
— |
|
— |
|
264,368 |
|
195,821 |
|
Other non-current tax receivable |
|
|
36,279 |
|
35,278 |
|
2,218,150 |
|
1,815,830 |
|
Judicial deposits |
9 |
|
348,705 |
|
351,904 |
|
1,108,470 |
|
1,072,982 |
|
Derivative financial instruments |
5.3 |
|
13,782 |
|
134,239 |
|
1,852,137 |
|
1,956,127 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
400,427 |
|
390,622 |
|
Other non-current assets |
|
|
124,314 |
|
128,894 |
|
1,196,568 |
|
919,706 |
|
Other financial assets |
|
|
— |
|
— |
|
339 |
|
5,193 |
|
Investment in associates |
6.1 |
|
16,356,004 |
|
16,573,858 |
|
1,744,577 |
|
1,721,308 |
|
Investment in joint ventures |
|
|
11,727 |
|
11,509 |
|
57,527 |
|
60,356 |
|
Property, plant and equipment |
7.1 |
|
29,525 |
|
30,303 |
|
29,129,800 |
|
26,795,725 |
|
Intangible assets and goodwill |
7.2 |
|
10,345 |
|
11,715 |
|
26,618,053 |
|
26,706,626 |
|
Contract assets |
|
|
— |
|
— |
|
1,094,715 |
|
1,044,613 |
|
Right-of-use assets |
|
|
9,228 |
|
12,649 |
|
9,835,027 |
|
9,662,929 |
|
Investment property |
|
|
— |
|
— |
|
16,259,761 |
|
18,221,781 |
|
Non-current assets |
|
|
17,666,824 |
|
19,078,816 |
|
95,147,922 |
|
95,029,885 |
|
Total assets |
|
|
26,266,816 |
|
36,083,097 |
|
126,694,332 |
|
135,117,518 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Interim statement of financial position
Interim statement of financial position
(In thousands of Brazilian reais - R$)
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Parent Company |
|
Consolidated |
||||
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Note |
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June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
454,977 |
|
481,367 |
|
4,942,779 |
|
3,918,720 |
|
Leases |
|
|
8,746 |
|
9,935 |
|
1,002,337 |
|
982,991 |
|
Derivative financial instruments |
5.3 |
|
— |
|
369,813 |
|
1,569,511 |
|
1,909,404 |
|
Trade payables |
5.5 |
|
1,877 |
|
870 |
|
4,100,978 |
|
4,078,511 |
|
Employee benefits payables |
|
|
29,051 |
|
43,695 |
|
623,429 |
|
771,618 |
|
Income tax payables |
|
|
5,403 |
|
15,369 |
|
187,963 |
|
153,310 |
|
Other taxes payable |
|
|
21,476 |
|
34,951 |
|
554,940 |
|
525,208 |
|
Dividends payable |
|
|
— |
|
— |
|
324,698 |
|
226,484 |
|
Concessions payable |
|
|
— |
|
— |
|
197,128 |
|
189,076 |
|
Related party payables |
5.4 |
|
210,562 |
|
233,562 |
|
324,515 |
|
320,916 |
|
Sectorial financial liabilities |
|
|
— |
|
— |
|
87,702 |
|
96,719 |
|
Other financial liabilities |
5 |
|
3,014,058 |
|
— |
|
3,849,543 |
|
1,096,884 |
|
Other current liabilities |
|
|
351,382 |
|
514,651 |
|
1,053,551 |
|
1,192,397 |
|
|
|
|
4,097,532 |
|
1,704,213 |
|
18,819,074 |
|
15,462,238 |
|
Liabilities related to non-current assets held for sale |
|
|
— |
|
— |
|
86,138 |
|
86,138 |
|
Current liabilities |
|
|
4,097,532 |
|
1,704,213 |
|
18,905,212 |
|
15,548,376 |
|
Loans, borrowings and debentures |
5.2 |
|
9,464,464 |
|
15,907,024 |
|
49,316,024 |
|
60,308,411 |
|
Leases |
|
|
5,011 |
|
8,210 |
|
5,629,000 |
|
5,429,809 |
|
Put option liability on subsidiary shares |
5.8 |
|
3,870,524 |
|
3,844,648 |
|
3,870,524 |
|
3,844,648 |
|
Derivative financial instruments |
5.3 |
|
87,616 |
|
215,820 |
|
992,169 |
|
771,265 |
|
Trade payables |
5.5 |
|
— |
|
— |
|
19,502 |
|
18,991 |
|
Employee benefits payables |
|
|
— |
|
— |
|
21,734 |
|
23,406 |
|
Other taxes payable |
|
|
155,521 |
|
149,367 |
|
211,013 |
|
176,702 |
|
Income tax payables |
|
|
529 |
|
5,919 |
|
94,559 |
|
78,872 |
|
Provision for legal proceedings |
9 |
|
257,243 |
|
295,175 |
|
2,098,444 |
|
2,058,122 |
|
Concessions payable |
|
|
— |
|
— |
|
4,070,484 |
|
3,799,169 |
|
Investments with unsecured liabilities |
6.1 |
|
318 |
|
371,318 |
|
— |
|
— |
|
Related party payables |
5.4 |
|
3,307,029 |
|
5,397,919 |
|
31,927 |
|
1,166 |
|
Post-employment benefits |
|
|
337 |
|
386 |
|
549,097 |
|
536,426 |
|
Deferred tax liabilities |
8 |
|
— |
|
— |
|
6,355,846 |
|
6,125,221 |
|
Sectorial financial liabilities |
|
|
— |
|
— |
|
2,240,573 |
|
2,168,542 |
|
Other financial liabilities |
5 |
|
— |
|
2,804,606 |
|
— |
|
2,804,606 |
|
Other non-current liabilities |
|
|
52,226 |
|
74,264 |
|
378,204 |
|
414,154 |
|
Non-current liabilities |
|
|
17,200,818 |
|
29,074,656 |
|
75,879,100 |
|
88,559,510 |
|
Total liabilities |
|
|
21,298,350 |
|
30,778,869 |
|
94,784,312 |
|
104,107,886 |
|
Shareholders’ equity |
10 |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
10,282,739 |
|
10,282,739 |
|
10,282,739 |
|
10,282,739 |
|
Treasury shares |
|
|
(128,825) |
|
(76,150) |
|
(128,825) |
|
(76,150) |
|
Additional paid-in capital |
|
|
5,797,446 |
|
4,194,210 |
|
5,797,446 |
|
4,194,210 |
|
Accumulated other comprehensive income |
|
|
643,082 |
|
625,554 |
|
643,082 |
|
625,554 |
|
Retained losses |
|
|
(11,625,976) |
|
(9,722,125) |
|
(11,625,976) |
|
(9,722,125) |
|
Equity attributable to owners of the Company |
|
|
4,968,466 |
|
5,304,228 |
|
4,968,466 |
|
5,304,228 |
|
Non-controlling interests |
6.2 |
|
— |
|
— |
|
26,941,554 |
|
25,705,404 |
|
Total shareholders' equity |
|
|
4,968,466 |
|
5,304,228 |
|
31,910,020 |
|
31,009,632 |
|
Total liabilities and shareholders' equity |
|
|
26,266,816 |
|
36,083,097 |
|
126,694,332 |
|
135,117,518 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
(In thousands of Brazilian reais- R$, excluding earnings per share)
|
|
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|||||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Net sales |
12 |
|
— |
|
— |
|
— |
|
— |
|
10,775,931 |
10,477,652 |
19,804,731 |
20,140,253 |
|||
|
Costof sales |
13 |
|
— |
|
— |
|
— |
|
— |
|
(6,747,101) |
(6,881,505) |
(12,700,120) |
(13,673,411) |
|||
|
Gross profit |
|
|
— |
|
— |
|
— |
|
— |
|
4,028,830 |
3,596,147 |
7,104,611 |
6,466,842 |
|||
|
Selling expenses |
13 |
|
— |
|
— |
|
— |
|
— |
|
(488,712) |
|
(457,529) |
|
(932,526) |
|
(897,585) |
|
General and administrative expenses |
13 |
|
(40,718) |
|
(77,614) |
|
(86,657) |
|
(135,551) |
|
(650,265) |
|
(643,624) |
|
(1,197,676) |
|
(1,178,656) |
|
Other operating income (expenses), net |
14 |
|
(13,937) |
|
(7,925) |
|
(47,336) |
|
166,001 |
|
7,510 |
|
488,794 |
|
242,459 |
|
1,012,924 |
|
Impairment |
14 |
|
(233,000) |
|
— |
|
(233,000) |
|
— |
(401,383) |
|
(397,531) |
|
(569,487) |
|
(683,139) |
|
|
Operating expenses |
|
|
(287,655) |
|
(85,539) |
|
(366,993) |
|
30,450 |
|
(1,532,850) |
|
(1,009,890) |
|
(2,457,230) |
|
(1,746,456) |
|
(Loss) profit before equity in earnings of investees, finance results and income taxes |
|
|
(287,655) |
|
(85,539) |
|
(366,993) |
|
30,450 |
|
2,495,980 |
|
2,586,257 |
|
4,647,381 |
|
4,720,386 |
|
Share of profit (loss) of subsidiaries and associates |
6.1 |
|
432,288 |
|
46,008 |
|
550,132 |
|
(447,229) |
|
27,957 |
|
79,604 |
|
76,632 |
|
98,652 |
|
Share of profit (loss) of joint ventures |
|
|
346 |
|
(92,880) |
|
(687) |
|
(221,073) |
|
630 |
|
(828,449) |
|
(3,732) |
|
(1,967,495) |
|
Equity in (losses) earnings of investees |
|
|
432,634 |
|
(46,872) |
|
549,445 |
|
(668,302) |
|
28,587 |
|
(748,845) |
|
72,900 |
|
(1,868,843) |
|
Finance expense |
|
|
(824,441) |
|
(623,490) |
|
(1,715,447) |
|
(1,387,451) |
|
(2,751,969) |
|
(2,060,943) |
|
(5,600,142) |
|
(4,774,585) |
|
Finance income |
|
|
299,739 |
|
111,488 |
|
645,201 |
|
336,030 |
|
1,068,527 |
|
716,707 |
|
2,085,203 |
|
1,754,607 |
|
Foreign exchange, net |
|
|
22,267 |
|
421,118 |
|
304,159 |
|
1,500,402 |
|
81,393 |
|
794,492 |
|
783,911 |
|
2,588,455 |
|
Net effect of derivatives |
|
|
(31,681) |
|
(562,976) |
|
(555,394) |
|
(1,726,075) |
|
(249,601) |
|
(1,253,143) |
|
(1,483,529) |
|
(3,274,360) |
|
Finance results, net |
15 |
|
(534,116) |
|
(653,860) |
|
(1,321,481) |
|
(1,277,094) |
|
(1,851,650) |
|
(1,802,887) |
|
(4,214,557) |
|
(3,705,883) |
|
Loss before income taxes |
|
|
(389,137) |
|
(786,271) |
|
(1,139,029) |
|
(1,914,946) |
|
672,917 |
|
34,525 |
|
505,724 |
|
(854,340) |
|
Income taxes |
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(282) |
|
— |
|
(2,733) |
|
— |
|
(392,301) |
|
(371,559) |
|
(628,686) |
|
(674,721) |
|
Deferred |
|
|
68,921 |
|
(159,771) |
|
(762,089) |
|
(818,990) |
|
(93,866) |
|
(231,063) |
|
(1,035,265) |
|
(974,436) |
|
|
|
|
68,639 |
|
(159,771) |
|
(764,822) |
|
(818,990) |
|
(486,167) |
|
(602,622) |
|
(1,663,951) |
|
(1,649,157) |
|
Loss for the period net |
|
|
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
186,750 |
|
(568,097) |
|
(1,158,227) |
|
(2,503,497) |
|
Loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
Non-controlling interests |
|
|
— |
|
— |
|
— |
|
— |
|
507,248 |
|
377,945 |
|
745,624 |
|
230,439 |
|
|
|
|
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
186,750 |
|
(568,097) |
|
(1,158,227) |
|
(2,503,497) |
|
Loss per share |
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
R$(0.08) |
|
R$(0.51) |
|
R$(0.48) |
|
R$(1.47) |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
R$(0.08) |
|
R$(0.51) |
|
R$(0.48) |
|
R$(1.47) |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Interim statements of comprehensive income
(In thousands of Brazilian reais - R$)
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
(Loss) profit for the period |
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
186,750 |
|
(568,097) |
|
(1,158,227) |
|
(2,503,497) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss (i): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
(6,889) |
|
221,491 |
|
(71,426) |
|
(69,205) |
|
24,052 |
|
244,609 |
|
(97,507) |
|
(45,589) |
|
Gain (loss) on cash flows hedge |
16,011 |
|
9,810 |
|
57,726 |
|
172,697 |
|
10,765 |
|
25,815 |
|
30,623 |
|
219,360 |
|
Income tax impact |
— |
|
— |
|
— |
|
— |
|
(2,512) |
|
(19,548) |
|
(3,765) |
|
(47,573) |
|
|
9,122 |
|
231,301 |
|
(13,700) |
|
103,492 |
|
32,305 |
|
250,876 |
|
(70,649) |
|
126,198 |
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement gain (loss) on defined benefit plans |
20 |
|
13 |
|
35 |
|
(22,484) |
|
356 |
|
(7,230) |
|
389 |
|
(37,619) |
|
Loss in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk (i) |
31,215 |
|
— |
|
31,193 |
|
— |
|
62,928 |
|
— |
|
57,654 |
|
— |
|
Income tax impact |
— |
|
(1) |
|
— |
|
8,498 |
|
(22,153) |
|
7,022 |
|
(20,342) |
|
24,024 |
|
|
31,235 |
|
12 |
|
31,228 |
|
(13,986) |
|
41,131 |
|
(208) |
|
37,701 |
|
(13,595) |
|
Total comprehensive (loss) profit for the period |
(280,141) |
|
(714,729) |
|
(1,886,323) |
|
(2,644,430) |
|
260,186 |
|
(317,429) |
|
(1,191,175) |
|
(2,390,894) |
|
Comprehensive (loss) profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(280,141) |
|
(714,729) |
|
(1,886,323) |
|
(2,644,430) |
|
(280,141) |
|
(714,729) |
|
(1,886,323) |
|
(2,644,430) |
|
Non-controlling interests |
— |
|
— |
|
— |
|
— |
|
540,327 |
|
397,300 |
|
695,148 |
|
253,536 |
|
|
(280,141) |
|
(714,729) |
|
(1,886,323) |
|
(2,644,430) |
|
260,186 |
|
(317,429) |
|
(1,191,175) |
|
(2,390,894) |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.Interim statement of comprehensive income
| (i) | For the Parent Company, the effects arise from the equity method of accounting for its subsidiaries. |
Interim statements of changes in equity
(In thousands of Brazilian reais - R$)
|
|
|
|
|
|
|
Capital reserve |
|
|
|
|
|
Shareholders’ equity attributable to |
|
|
||||
|
|
|
Share capital |
|
Treasury shares |
|
Corporate transactions - Law 6.404/76 |
|
Additional paid-in capital |
|
Accumulated other comprehensive income |
|
Accumulated losses |
|
Controlling shareholders |
|
Non-controlling shareholders |
|
Total equity |
|
Balance as at January 1, 2025 |
|
10,282,739 |
|
(76,150) |
|
737 |
|
4,193,473 |
|
625,554 |
|
(9,722,125) |
|
5,304,228 |
|
25,705,404 |
|
31,009,632 |
|
(Loss) profit for the period |
— |
|
— |
|
— |
|
— |
|
— |
|
(1,903,851) |
|
(1,903,851) |
|
745,624 |
|
(1,158,227) |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
|
57,726 |
|
— |
|
57,726 |
|
(30,868) |
|
26,858 |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(71,426) |
|
— |
|
(71,426) |
|
(26,081) |
|
(97,507) |
|
Remeasurement gain on defined benefit plans, net of tax |
|
— |
|
— |
|
— |
|
— |
|
35 |
|
— |
|
35 |
|
354 |
|
389 |
|
Loss in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk |
|
— |
|
— |
|
— |
|
— |
|
31,193 |
|
— |
|
31,193 |
|
6,119 |
|
37,312 |
|
Total comprehensive income (loss) for the period |
— |
|
— |
|
— |
|
— |
|
17,528 |
|
(1,903,851) |
|
(1,886,323) |
|
695,148 |
|
(1,191,175) |
|
|
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Effect arising from capital increase in subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,038 |
|
1,038 |
|
Own shares acquired (note 10 (a)) |
|
— |
|
(84,272) |
|
— |
|
(13,755) |
|
— |
|
— |
|
(98,027) |
|
— |
|
(98,027) |
|
Share-based payments |
|
— |
|
31,597 |
|
|
|
(31,409) |
|
— |
|
— |
|
188 |
|
— |
|
188 |
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(231,514) |
|
(231,514) |
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
36,718 |
|
— |
|
— |
|
36,718 |
|
16,417 |
|
53,135 |
|
Total contributions and distributions |
|
— |
|
(52,675) |
|
— |
|
(8,446) |
|
— |
|
— |
|
(61,121) |
|
(214,059) |
|
(275,180) |
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends distributed to non-controlling shareholders of subsidiaries (Note 6.1) |
|
— |
|
— |
|
— |
|
(1,365) |
|
— |
|
— |
|
(1,365) |
|
— |
|
(1,365) |
|
Effect recognized on reverse merger involving a subsidiary (Notes 6.1 and 8(b)) |
|
— |
|
— |
|
— |
|
18,991 |
|
— |
|
— |
|
18,991 |
|
62,029 |
|
81,020 |
|
Sale of interest held in Compass to non-controlling shareholders (Note 6.1) |
|
— |
|
— |
|
— |
|
1,594,056 |
|
— |
|
— |
|
1,594,056 |
|
693,032 |
|
2,287,088 |
|
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
1,611,682 |
|
— |
|
— |
|
1,611,682 |
|
755,061 |
|
2,366,743 |
|
Total transactions with owners of the Company contributions and distributions |
|
— |
|
(52,675) |
|
— |
|
1,603,236 |
|
— |
|
— |
|
1,550,561 |
|
541,002 |
|
2,091,563 |
|
Balance as at June 30, 2026 |
|
10,282,739 |
|
(128,825) |
|
737 |
|
5,796,709 |
|
643,082 |
|
(11,625,976) |
|
4,968,466 |
|
26,941,554 |
|
31,910,020 |
The explanatory notes are an integral part of the condensed, individual and consolidated interim financial statements.
(In thousands of Brazilian reais - R$)
|
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserve |
|
|
Shareholders’ equity attributable to |
|
|
|||||||
|
|
|
Share capital |
|
Treasury shares |
|
Corporate transactions - Law 6.404/76 |
|
Additional paid-in capital |
|
Accumulated other comprehensive income |
|
Legal |
|
Statutory reserve |
|
Accumulated losses |
|
Controlling shareholders |
|
Non-controlling shareholders |
|
Total equity |
|
Balance as at January 1, 2024 |
|
8,832,544 |
|
(50,708) |
|
737 |
|
2,205,141 |
|
565,855 |
|
58,802 |
|
8,715,188 |
|
(9,423,795) |
|
10,903,764 |
|
28,494,598 |
|
39,398,362 |
|
Loss (profit) for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,733,936) |
|
(2,733,936) |
|
230,439 |
|
(2,503,497) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
|
172,697 |
|
— |
|
— |
|
— |
|
172,697 |
|
(910) |
|
171,787 |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(69,205) |
|
— |
|
— |
|
— |
|
(69,205) |
|
23,616 |
|
(45,589) |
|
Remeasurement loss on defined benefit plans, net of tax |
|
— |
|
— |
|
— |
|
— |
|
(13,986) |
|
— |
|
— |
|
— |
|
(13,986) |
|
391 |
|
(13,595) |
|
Total comprehensive income (loss) for the period |
|
— |
|
— |
|
— |
|
— |
|
89,506 |
|
— |
|
— |
|
(2,733,936) |
|
(2,644,430) |
|
253,536 |
|
(2,390,894) |
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment |
|
— |
|
568 |
|
— |
|
538 |
|
— |
|
— |
|
— |
|
— |
|
1,106 |
|
11,955 |
|
13,061 |
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,745,209) |
|
(1,745,209) |
|
Own shares acquired |
|
— |
|
(34,022) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(34,022) |
|
— |
|
(34,022) |
|
Disposals of assets held for sale |
|
(649,806) |
|
— |
|
— |
|
— |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,796 |
|
— |
|
— |
|
— |
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
29,289 |
|
— |
|
— |
|
— |
|
— |
|
29,289 |
|
3,133 |
|
32,422 |
|
Total contributions and distributions |
|
(649,806) |
|
(33,454) |
|
— |
|
29,827 |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,796 |
|
(3,627) |
|
(1,730,121) |
|
(1,733,748) |
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
|
— |
|
— |
|
— |
|
(975,563) |
|
— |
|
— |
|
— |
|
— |
|
(975,563) |
|
(1,193,741) |
|
(2,169,304) |
|
Capital reduction in subsidiary |
|
— |
|
— |
|
— |
|
(89,084) |
|
— |
|
— |
|
— |
|
— |
|
(89,084) |
|
89,084 |
|
— |
|
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
(1,064,647) |
|
— |
|
— |
|
— |
|
— |
|
(1,064,647) |
|
(1,104,657) |
|
(2,169,304) |
|
Total transactions with owners of the Company contributions and distributions |
|
(649,806) |
|
(33,454) |
|
— |
|
(1,034,820) |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,796 |
|
(1,068,274) |
|
(2,834,778) |
|
(3,903,052) |
|
Balance as at June 30, 2025 |
|
8,182,738 |
|
(84,162) |
|
737 |
|
1,170,321 |
|
655,361 |
|
— |
|
— |
|
(2,733,935) |
|
7,191,060 |
|
25,913,356 |
|
33,104,416 |
The explanatory notes are an integral part of the condensed, individual, and consolidated interim financial statements.
(In thousands of Brazilian reais - R$)
|
|
Parent Company |
Consolidated |
|||||||
|
|
|
|
Period of six months ended June 30, |
||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
|
(1,139,029) |
|
(1,914,946) |
|
505,724 |
|
(854,340) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
13 |
|
10,823 |
|
9,792 |
|
1,967,528 |
|
1,960,208 |
|
Impairment |
14 |
|
233,000 |
|
— |
|
569,487 |
|
683,139 |
|
Interest in earnings (losses) of subsidiaries and associates |
6.1 |
|
(550,132) |
|
447,229 |
|
(76,632) |
|
(98,652) |
|
Interest in earnings (losses) of joint ventures |
|
|
687 |
|
221,073 |
|
3,732 |
|
1,967,495 |
|
Loss (gain) on disposed assets |
14 |
|
— |
|
— |
|
(27,612) |
|
35,612 |
|
Share-based payment |
16 |
|
14,425 |
|
12,440 |
|
41,188 |
|
44,618 |
|
Fair value changes in investment properties |
|
|
— |
|
— |
|
113,173 |
|
— |
|
Provision for legal proceedings |
14 |
|
11,478 |
|
53,921 |
|
89,297 |
|
143,507 |
|
Interest, derivatives, monetary and foreign exchange, net |
|
|
1,676,886 |
|
1,506,757 |
|
5,119,676 |
|
4,629,865 |
|
Sectorial financial assets and liabilities, net |
|
|
— |
|
— |
|
(173,212) |
|
(1,418) |
|
Provisions for employee benefits |
|
|
20,180 |
|
24,674 |
|
235,681 |
|
212,337 |
|
Allowance for expected credit losses |
|
|
— |
|
— |
|
13,333 |
|
31,220 |
|
Insurance claims |
|
|
— |
|
— |
|
(3,574) |
|
(491,427) |
|
Income from finance investments |
|
|
— |
|
(9,143) |
|
— |
|
(9,143) |
|
Previously recognized gain in other comprehensive income reclassified to profit |
|
|
— |
|
(206,388) |
|
— |
|
(206,388) |
|
Other |
|
|
238 |
|
110 |
|
(56,751) |
|
52,672 |
|
|
|
|
278,556 |
|
145,519 |
|
8,321,038 |
|
8,099,305 |
|
Variation in: |
|
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
(960,687) |
|
(8,966) |
|
Inventories |
|
|
— |
|
— |
|
(419,918) |
|
(261,788) |
|
Other taxes, net |
|
|
(98,898) |
|
(21,451) |
|
(575,176) |
|
(450,651) |
|
Income taxes paid |
|
|
— |
|
— |
|
(441,506) |
|
(594,738) |
|
Related parties, net |
|
|
(111,825) |
|
(16,373) |
|
(13,250) |
|
(41,568) |
|
Trade payables |
|
|
1,013 |
|
(1,396) |
|
161,311 |
|
(18,112) |
|
Employee benefits |
|
|
(34,824) |
|
(46,255) |
|
(359,764) |
|
(417,779) |
|
Provision for legal proceedings |
|
|
(7,853) |
|
2,124 |
|
(161,830) |
|
(108,443) |
|
Derivative financial instruments |
|
|
— |
|
— |
|
(21,125) |
|
(31,761) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(5,830) |
|
(243,766) |
|
Judicial deposits |
|
|
(87) |
|
(7,576) |
|
(30,131) |
|
(22,392) |
|
Post-employment benefit obligation |
|
|
— |
|
— |
|
(22,260) |
|
(20,193) |
|
Other assets and liabilities, net |
|
|
(61,121) |
|
(34,980) |
|
455,402 |
|
(220,565) |
|
|
|
|
(313,595) |
|
(125,907) |
|
(2,394,764) |
|
(2,440,722) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from (used in) operating activities |
|
|
(35,039) |
|
19,612 |
|
5,926,274 |
|
5,658,583 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital contribution to associates |
6.1 |
|
(815,498) |
|
(333,892) |
|
— |
|
— |
|
Capital reduction in subsidiaries |
|
|
— |
|
1,013,760 |
|
— |
|
11,000 |
|
Cost of acquiring new business, net of cash acquired |
|
|
— |
|
— |
|
(175,032) |
|
— |
|
Sale (purchase) of marketable securities, net |
|
|
(2,271,614) |
|
349,576 |
|
(2,312,548) |
|
665,309 |
Interim statement of cash flows
(In thousands of Brazilian reais - R$)
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
|
Period of six months ended June 30, |
||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
|
(1,139,029) |
|
(1,914,946) |
|
505,724 |
|
(854,340) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
153 |
|
(188) |
|
(3,928) |
|
(50,078) |
|
Dividends received from subsidiaries and associates |
|
|
123,029 |
|
592,906 |
|
53,289 |
|
49,544 |
|
Dividends received from joint venture |
|
|
— |
|
5,184 |
|
— |
|
45,640 |
|
Dividends received from finance investment |
|
|
8,974 |
|
87,608 |
|
8,974 |
|
87,608 |
|
Other financial assets |
|
|
— |
|
(148) |
|
(742) |
|
45 |
|
Cash in the incorporation operation |
|
|
— |
|
10,089 |
|
140 |
|
— |
|
Acquisition of property, plant and equipment, intangible and contract assets |
|
|
(5,285) |
|
(8,035) |
|
(4,402,276) |
|
(4,210,158) |
|
Proceeds from the sale of investments |
|
|
— |
|
8,911,587 |
|
— |
|
8,911,587 |
|
Related parties |
|
|
— |
|
25,592 |
|
— |
|
25,592 |
|
Operation discontinued |
|
|
— |
|
— |
|
— |
|
7,425 |
|
Acquisition of subsidiary |
|
|
— |
|
— |
|
(42,754) |
|
(213,086) |
|
Receipt of derivative financial instruments, except debt |
|
|
— |
|
1,021 |
|
— |
|
1,021 |
|
Payment of derivative financial instruments, except debt |
|
|
(282,637) |
|
(1,006,973) |
|
(282,637) |
|
(1,006,973) |
|
Cash received on the sale of fixed assets and intangible assets |
|
|
— |
|
— |
|
36,672 |
|
4,250 |
|
Net cash generated from (used in) investing activities |
|
|
(3,242,878) |
|
9,648,087 |
|
(7,120,842) |
|
4,328,726 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures |
5.2 |
|
— |
|
2,427,312 |
|
2,935,764 |
|
7,914,651 |
|
Principal repayment of loans, borrowings and debentures |
5.2 |
|
(6,377,012) |
|
(7,148,782) |
|
(11,977,560) |
|
(13,410,998) |
|
Payment of interest on loans, borrowings and debentures |
5.2 |
|
(967,206) |
|
(765,076) |
|
(2,911,654) |
|
(2,360,197) |
|
Payment of derivatives financial instruments |
|
|
(581,487) |
|
(317,314) |
|
(1,797,726) |
|
(1,397,516) |
|
Proceeds from derivative financial instruments |
|
|
3,315 |
|
351,562 |
|
30,380 |
|
996,647 |
|
Principal repayment of leases |
|
|
(4,440) |
|
(3,832) |
|
(314,555) |
|
(297,476) |
|
Payment of interest on leases |
|
|
(879) |
|
(1,335) |
|
(190,949) |
|
(183,557) |
|
Capital reduction |
|
|
— |
|
— |
|
1,038 |
|
— |
|
Capital reduction |
|
|
— |
|
— |
|
— |
|
(486,240) |
|
Related parties |
|
|
(2,017,479) |
|
(1,293,363) |
|
— |
|
— |
|
Payments to redeem entity’s shares and acquisition of treasury shares |
10 and 2.1.3 |
|
(270,533) |
|
(34,022) |
|
(270,533) |
|
(34,022) |
|
Proceeds from sale of treasury shares |
10 |
|
172,506 |
|
— |
|
172,506 |
|
— |
|
Acquisition of non-controlling shareholders’ shares |
|
|
— |
|
(2,169,000) |
|
— |
|
(2,169,000) |
|
Dividends paid |
|
|
— |
|
— |
|
(159,710) |
|
(1,331,630) |
|
Dividends paid for preferred shares |
|
|
— |
|
— |
|
(275,769) |
|
(371,000) |
|
Dividends paid for preferred shares |
|
|
— |
|
— |
|
(428) |
|
— |
|
Gain on banking operations with derivatives |
|
|
— |
|
22,100 |
|
— |
|
22,100 |
|
Proceeds from sale of ownership interests in subsidiaries |
6.1 and 2.1.6 |
|
2,289,128 |
|
— |
|
2,289,128 |
|
— |
|
Net cash (used in) generated from financing activities |
|
|
(7,754,087) |
|
(8,931,750) |
|
(12,470,068) |
|
(13,108,238) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
(11,032,004) |
|
735,949 |
|
(13,664,636) |
|
(3,120,929) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
15,383,305 |
|
2,201,267 |
|
27,243,683 |
|
16,903,542 |
|
Effect of the foreign exchange rate changes |
|
|
(2,171) |
|
(5,902) |
|
(221,072) |
|
(254,724) |
|
Cash and cash equivalents at the end of the period |
|
|
4,349,130 |
|
2,931,314 |
|
13,357,975 |
|
13,527,889 |
Interim statement of cash flows
(In thousands of Brazilian reais - R$)
The explanatory notes are an integral part of the condensed, individual, and consolidated interim financial statements.
Non-cash transactions:
The Company presents its individual and consolidated Cash flows statements using the indirect method. During the six-month period ended June 30, 2026, the following transactions did not involve cash or cash equivalents and are therefore not reflected in the parent company's and consolidated Cash flows statements:
(i) Recognition of right-of-use assets as a counterpart to the lease liability, in the amount of R$ 495,127 (R$ 348,662 as of June 30, 2025), resulting from monetary adjustment based on contractual indices and the execution of new lease agreements.
(ii) Acquisition of tangible and intangible assets on a deferred payment basis, in the amount of R$ 550,938 (R$ 610,127 as of June 30, 2025).
Presentation of interest and dividends:
The Company classifies dividends and interest on equity received as Cash flows from investing activities. Dividends and interest on equity paid are classified as Cash flows from financing activities.
Interim value added statements
(In thousands of Brazilian reais - R$)
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of six months ended June 30, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 Restated note 3.1) |
|
Revenue |
|
|
|
|
|
|
|
|
Net sales |
— |
|
— |
22,123,501 |
|
22,419,784 |
|
|
Capitalization of assets constructed for own use |
— |
|
— |
|
4,224,334 |
|
2,583,452 |
|
Other income, net |
322 |
|
225,787 |
|
508,548 |
|
776,109 |
|
Impairment loss on trade receivables |
— |
|
— |
|
(13,333) |
|
(31,220) |
|
|
322 |
|
225,787 |
|
26,843,050 |
|
25,748,125 |
|
Inputs purchased from third parties |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
— |
|
— |
|
14,663,600 |
|
12,921,949 |
|
Materials, energy, third-party services and other |
47,856 |
|
62,311 |
|
1,538,174 |
|
1,204,011 |
|
Impairment |
233,000 |
|
— |
|
569,487 |
|
683,139 |
|
|
280,856 |
|
62,311 |
|
16,771,261 |
|
14,809,099 |
|
|
|
|
|
|
|
|
|
|
Gross value added |
(280,534) |
|
163,476 |
|
10,071,789 |
|
10,939,026 |
|
|
|
|
|
|
|
|
|
|
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
10,823 |
|
9,792 |
|
1,967,528 |
|
1,960,208 |
|
Net value added |
(291,357) |
|
153,684 |
|
8,104,261 |
|
8,978,818 |
|
|
|
|
|
|
|
|
|
|
Value added transferred in |
|
|
|
|
|
|
|
|
Share of profit (loss) of subsidiaries and associates |
550,132 |
|
(447,229) |
|
76,632 |
|
98,652 |
|
Share of profit (loss) of joint ventures |
(687) |
|
(221,073) |
|
(3,732) |
|
(1,967,495) |
|
Finance income |
949,360 |
|
1,836,432 |
|
2,554,256 |
|
4,343,062 |
|
|
1,498,805 |
|
1,168,130 |
|
2,627,156 |
|
2,474,219 |
|
|
|
|
|
|
|
|
|
|
Value added to be distributed |
1,207,448 |
|
1,321,814 |
|
10,731,417 |
|
11,453,037 |
|
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
Personnel and payroll charges |
53,235 |
|
99,625 |
|
1,815,767 |
|
1,735,686 |
|
Direct remuneration |
46,978 |
|
86,863 |
|
1,585,360 |
|
1,485,112 |
|
Benefits |
5,767 |
|
8,642 |
|
168,187 |
|
195,284 |
|
FGTS and other |
490 |
|
4,120 |
|
62,220 |
|
55,290 |
|
|
|
|
|
|
|
|
|
|
Taxes, fees and contributions |
787,222 |
|
842,601 |
|
2,751,104 |
|
4,005,304 |
|
Federal |
784,347 |
|
835,340 |
|
1,607,750 |
|
2,444,576 |
|
State |
— |
|
1 |
|
1,049,616 |
|
1,447,482 |
|
Municipal |
2,875 |
|
7,260 |
|
93,738 |
|
113,246 |
|
|
|
|
|
|
|
|
|
|
Financial expenses and rents |
2,270,842 |
|
3,113,524 |
|
7,322,773 |
|
8,215,544 |
|
Interest and foreign exchange variation |
2,145,907 |
|
2,995,987 |
|
6,806,142 |
|
7,742,172 |
|
Rents |
9 |
|
— |
|
102,983 |
|
63,823 |
|
Other |
124,926 |
|
117,537 |
|
413,648 |
|
409,549 |
|
|
|
|
|
|
|
|
|
|
Equity remuneration |
(1,903,851) |
|
(2,733,936) |
|
(1,158,227) |
|
(2,503,497) |
|
Proposed dividends |
— |
|
— |
|
231,514 |
|
— |
|
Non-controlling interests |
— |
|
— |
|
745,624 |
|
230,439 |
|
Loss for the year |
(1,903,851) |
|
(2,733,936) |
|
(2,135,365) |
|
(2,733,936) |
The explanatory notes are an integral part of the condensed, individual and consolidated interim financial statements. Interim value added statement
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
Cosan S.A. ("Cosan" or "the Company") is a publicly held Brazilian corporation listed on the Novo Mercado, the highest corporate governance tier of B3 S.A. — Brasil Bolsa Balcão ("B3"), under the trading symbol "CSAN3." The Company's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the ticker symbol "CSAN." Cosan is a joint-stock corporation (sociedade anônima) incorporated under the laws of Brazil with no fixed term and is headquartered in São Paulo, State of São Paulo. The Company's controlling shareholder is Mr. Rubens Ometto Silveira Mello.
As of June 30, 2026, the Company's structure comprised the following entities:

Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
2.1.1 - Fire at the Moove lubricant factory - Compensation received
As disclosed in the financial statements for the fiscal year ended December 31, 2025, the indirectly held subsidiary Cosan Lubrificantes e Especialidades S.A. ("CLE" – Moove segment) signed, on December 19, 2025, the final settlement agreement with the insurance companies, regarding the fire that occurred on February 8, 2025 at the Ilha do Governador Complex ("CIG"), ensuring the receipt of compensation for material damages and lost profits resulting from the incident, of which R$ 500,000 had been received in 2025.
In January 2026, the insurance companies fully settled the remaining balance of the insurance indemnity, amounting to R$ 433,683, already recognized as a receivable in current assets as of December 31, 2025. The settlement did not affect the period's results, corresponding exclusively to the financial realization of the previously recognized asset.
2.1.2 - Sale of equity stake in Vale S.A. ("Vale")
On January 12, 2026, the Company sold its remaining stake in Vale for R$ 319,723. Additionally, on January 9 and 12, 2026, the Company prepaid its call spread derivatives structure relating to 4,268,720 shares. This transaction resulted in a cash inflow of R$ 91,853.
2.1.3 - Settlement of the total return swap ("TRS") contract backed by treasury shares
On January 15, 2026, the Company settled the TRS contract entered into with Banco Santander Brasil S.A. ("Santander"), secured by treasury shares of its own issuance. As a result of the settlement, the Company acquired 52,611,312 treasury common shares of its own issuance (ticker: CSAN3), for a total amount of R$ 270,533.
At the date of authorization for the issuance of these condensed, individual and consolidated interim financial statements, the Company did not hold any other derivatives contracts linked to shares of its own issuance.
2.1.4 - Uncertainty regarding the operational continuity and out-of-court recovery of the Raízen S.A. joint venture.
The Company holds a significant interest in Raízen S.A. ("Raízen"), which is classified as a jointly controlled entity (joint venture) and accounted for using the equity method. In its annual financial statements released on June 29, 2026, Raízen disclosed a material uncertainty regarding its ability to continue as a going concern, arising from its high level of indebtedness, significant free cash flow consumption, the downgrade of its credit ratings, and breaches of certain covenant provisions.
In light of this situation, and based on the accounting information available, the Company's investment in Raízen remains reduced to zero in the statement of financial position, with no additional liability recognized. This is because the Company's Management, together with its legal advisors and based on an analysis of agreements, corporate documents, and other documents related to Raízen, concluded that it has no legal obligation to provide financial support to the investee. As of June 30, 2026, the accumulated share of losses not recognized by the Company amounted to R$ 9,538,983 (R$ 849,347 during the period). The Company will resume recognizing its share of Raízen's results only when subsequent profits attributable to it offset the previously unrecognized losses and Raízen's shareholders' equity becomes positive.
On March 11, 2026, Raízen filed for an Extrajudicial Restructuring proceeding (Recuperação Extrajudicial), of a strictly financial nature. On March 12, 2026, the 3rd Bankruptcy and Judicial Reorganization Court of the Judicial District of São Paulo granted the processing of the proceeding, including the suspension of payments and enforcement actions for a period of 180 days. On June 5, 2026, Raízen submitted its Extrajudicial Restructuring Plan, and on July 30, 2026, the Plan was court-approved pursuant to Law No. 11,101/05.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
As disclosed by Raízen, the Plan obtained the support of 81.6% of the financial creditors subject to the extrajudicial restructuring, thereby making effective and binding the reprofiling of approximately R$ 61.4 billion of unsecured financial debt. The Plan includes, among other measures, the conversion of a portion of the affected claims into equity interests in Raízen and a capital increase ranging from R$ 3.5 billion to R$ 4.0 billion, to be subscribed by Shell Brasil Petróleo Ltda. ("Shell") and, if it decides to participate, Aguassanta Participações S.A. ("Aguassanta").
The implementation of the Plan may result in significant dilution of the interest currently held by the Company. Depending on the extent of such dilution and on the effects of the restructuring measures on the investee's governance structure, the Company may cease to exercise joint control over the investee and, consequently, discontinue accounting for the investment using the equity method. In such circumstances, any retained interest would be recognized either as an investment in an associate, if significant influence exists, or as a financial asset measured at fair value, if significant influence no longer exists. The fair value measurement of the retained investment may result in the recognition of a gain or loss in profit or loss. The Company will assess and recognize the accounting effects of any such change in classification in the period in which joint control is effectively lost.
The Company's Management will continue to monitor the progress of Raízen's Extrajudicial Restructuring Plan, and any related impacts will be recognized in the periods in which they occur, in accordance with the applicable laws and regulations.
2.1.5 - Transactions with preferred shareholders of Cosan Dez
On February 19, 2026, Bradesco BBI S.A. ("Bradesco") exercised its right to convert its Class B preferred shares, representing 4.99% of the share capital of Cosan Dez Participações S.A. ("Cosan Dez"), into Class D preferred shares, totaling 14.88% of the share capital of Cosan Dez
On March 31, 2026, BTG Pactual Holding Participações S.A. (“BTG”) exercised its right to convert its Class A preferred shares, representing 4.99% of the share capital of Cosan Dez, into Class C preferred shares, totaling 14.88% of the share capital of Cosan Dez
Both transactions were completed in accordance with the existing shareholders' agreement.
2.1.6 - Compass's initial public offering of shares
On April 27, 2026, the Company's Board of Directors approved the initial public offering (IPO) of shares of its indirectly controlled subsidiary Compass Gás e Energia S.A ("Compass"), conducted exclusively through a secondary offering of common, registered, book-entry shares with no nominal value. The transaction was structured in conjunction with Compass's migration to B3's Novo Mercado special listing segment, under the trading code "PASS3".
Considering the basis offering and the additional and supplementary lots, 108,548,614 common shares held by the selling shareholders were sold, of which the Company sold 84,441,472. Pricing occurred on May 7, 2026, at a price of R$ 28.00 per share.
The Company received a net amount of R$ 2,289,128, after deducting R$ 75,233 related to transaction costs.
Since this was exclusively a secondary distribution, Compass did not receive any new funds and its share capital remained unchanged. After the completion of the transaction, the Company maintained control of Compass, holding, directly and indirectly, 76.18% of the common shares. Consequently, the effects of the sale were recognized as a capital transaction between controlling and non-controlling shareholders, with the difference between the net consideration received and the proportional share of shareholders’ equity corresponding to the sold stake recorded directly in shareholders’ equity in the amount of R$ 1,594,056, without impacting the period's result.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
2.1.7 - Sale of Radar's properties
On June 16, 2026, the Radar Group, through some of its subsidiaries holding agricultural land in which Cosan maintains investments, entered into a purchase and sale agreement ("CCV") for the sale of part of the portfolio of agricultural properties held by Radar, reclassified as an asset held for sale, as demonstrated below.
|
Subsidiary holding the investment |
|
Reclassified amount |
|
Terra do Sol Propriedades Agrícolas S.A. |
|
637,782 |
|
Tapia Propriedades Agrícolas Ltda. |
|
411,952 |
|
Castanheira Propriedades Agrícolas S.A. |
|
719,956 |
|
Gamiovapar Empreendimentos e Participações S.A. |
|
80,310 |
|
|
|
1,850,000 |
2.1.8 - Termination of the Rumo Malha Oeste SA concession contract
On June 30, 2026, following the termination of the concession contract, Rumo Malha Oeste SA (“Malha Oeste”) entered into a 5th Amendment to the Concession Contract with the Brazilian Federal Government and the National Land Transport Agency (“ANTT”), establishing a transitional regime of up to 180 days for the preservation and administration of railway assets until a definitive solution for the concession is defined. During this period, the subsidiary ceased providing rail freight transport services, maintaining only activities related to the preservation of railway infrastructure.
During the transitional period, there are no payments for concession fees, leases, or other financial obligations. The costs necessary for the preservation and minimum maintenance of the assets will be recognized as credits of Malha Oeste with the Federal Government.
The amendment also provides for a settlement of accounts between the Federal Government and Malha Oeste, including credits for economic and financial rebalancing, unamortized investments, any regulatory liabilities and costs of the transition period, the conclusion of which depends on the analysis of the competent bodies.
Management understands that the termination of the concession and the transitional operation of the Malha Oeste railway should not generate significant impacts on the Company's consolidated results, with the final economic effects remaining contingent upon the completion of the accounting reconciliation.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
2.2.1 - Early repayments
Reinforcing its commitment to reducing debt, financing costs, and improving its capital structure, the Company carried out, in the period ended June 30, 2026, early redemptions and optional acquisition offers to its creditors, as described below:
|
Debt |
|
Settlement date |
|
Principal amount redeemed early |
|
Type of settlement |
|
Debenture - 4th issue - series 1 (CSAN14) |
|
02/02/2026 |
|
400,000 |
|
Early redemption |
|
Debenture - 6th issuance (CSAN16) |
|
02/02/2026 |
|
166,178 |
|
Early redemption |
|
Senior Notes 2029 |
|
02/17/2026 |
|
2,622,288 |
|
Early redemption |
|
Senior Notes 2030 |
|
02/09/2026 |
|
1,400,698 |
|
Early redemption |
|
Senior Notes 2031 |
|
02/09/2026 |
|
1,560,180 |
|
Early redemption |
|
Debenture - 11th issue - series 1 (CSANA1) |
|
06/16/2026 |
|
1,500,000 |
|
Early redemption |
|
Commercial Note - 4th issue - series 1 |
|
06/19/2026 |
|
550,000 |
|
Optional acquisition offer (full participation) |
|
Debenture - 5th issuance (CSAN15) |
|
06/19/2026 |
|
569,428 |
|
Optional acquisition offer (full participation) |
2.2.2 - Debts incurred during the period
|
Segment/Type |
|
Date |
|
Interest payment frequency |
|
Index |
|
Purpose |
|
Funding cost |
|
Amount |
|
Maturity |
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
03/25/2026 |
|
Semiannual |
|
CDI + 0.75% |
|
General corporate purposes |
|
(9,036) |
|
1,500,000 |
|
03/15/2029 |
|
Debentures |
|
03/18/2026 |
|
Semiannual |
|
CDI + 0.85% |
|
Investments |
|
(3,526) |
|
600,000 |
|
03/16/2029 |
|
Debentures |
|
03/05/2026 |
|
Semiannual |
|
IPCA + 6.89% |
|
Investments |
|
(27,954) |
|
506,000 |
|
08/01/2041 |
|
BNDES |
|
03/27/2026 |
|
Monthly |
|
Fixed rate (7.89%) |
|
Investments |
|
— |
|
107,690 |
|
09/16/2041 |
|
BNDES |
|
03/27/2026 |
|
Monthly |
|
Fixed rate (9.00%) |
|
Investments |
|
(449) |
|
13,310 |
|
09/16/2041 |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
06/11/2026 |
|
Semiannual |
|
IPCA + 8.24% |
|
Investments |
|
— |
|
250,000 |
|
12/15/2040 |
The condensed interim individual and consolidated financial statements contained in the Interim Financial Reporting have been prepared and are being presented in accordance with Technical Pronouncement CPC 21 - Interim Financial Statements, International Accounting Standard (IAS 34) - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"), the Brazilian Corporation Law and the rules of the Brazilian Securities Commission (“CVM”) applicable to the preparation of Interim Financial Reporting.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
These condensed individual and consolidated interim financial statements should be read in conjunction with the Company's individual and consolidated financial statements for the year ended December 31, 2025 (“annual financial statements”). They do not include all the information required for a complete set of financial statements prepared in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS”). However, selected explanatory notes have been included to clarify events and transactions relevant to understanding the changes in the Company's financial position and performance since the last annual financial statements.
The presentation of the Interim Value-Added Statement (“VAS”), both individual and consolidated, is required by Brazilian corporate law and by the accounting practices adopted in Brazil applicable to publicly traded companies. The VAS was prepared in accordance with the criteria established in Technical Pronouncement CPC 09 - Value Added Statement. The IFRS (International Financial Reporting Standards) do not require the presentation of this statement; therefore, it is presented as supplementary information to the individual and consolidated interim financial statements.
These condensed individual and consolidated interim financial statements have been prepared using the same basis of preparation and accounting policies as those adopted in the preparation of the financial statements for the year ended December 31, 2025. All balances have been rounded to the nearest thousand, except where otherwise indicated.
The relevant information specific to the condensed, individual, and consolidated interim financial statements, and only that information, is disclosed and corresponds to the information used by Management in managing the Company.
These condensed, individual and consolidated interim financial statements were authorized for issuance by the Board of Directors on August 14, 2026.
The Company restated certain items in the Value Added Statement (VAS) for the period ended June 30, 2025, in compliance with CVM Resolution 199/2024, to ensure comparability with the 2025 fiscal year. The adjustments resulted in the following reclassifications:
(i) Correction of amounts previously presented in “Inputs purchased from third parties” and in “Net sales” to the line items “Capitalization of assets constructed for own use,” "Other income, net," “Personnel and payroll charges,” “Taxes, fees and contributions,” and “Financial expenses and rent.”
(ii) Change in the accounting policy for assets constructed for own use to recognize in the VAS, as revenue, the construction of new assets and the structural expansion of existing assets that result in capacity expansion.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
These adjustments did not have a material impact on the ratios in the separate and consolidated financial statements.
|
|
|
Consolidated |
||||
|
|
|
Period of six months ended June 30, |
||||
|
|
|
2025 (Reported) |
|
Restatement |
|
2025 (Restated) |
|
Revenue |
|
|
|
|
|
|
|
Net sales of products and services. |
|
22,723,913 |
|
(304,129) |
|
22,419,784 |
|
Revenue from construction of assets for own use |
|
— |
|
2,583,452 |
|
2,583,452 |
|
Other operating income, net |
|
776,109 |
|
— |
|
776,109 |
|
Impairment loss on accounts receivable |
|
(31,220) |
|
— |
|
(31,220) |
|
|
|
23,468,802 |
|
2,279,323 |
|
25,748,125 |
|
Inputs purchased from third parties |
|
|
|
|
|
|
|
Cost of goods sold and services provided |
|
11,867,355 |
|
1,054,594 |
|
12,921,949 |
|
Materials, energy, third-party services and other |
|
565,292 |
|
638,719 |
|
1,204,011 |
|
Impairment |
|
683,139 |
|
— |
|
683,139 |
|
|
|
13,115,786 |
|
1,693,313 |
|
14,809,099 |
|
Gross value added |
|
10,353,016 |
|
586,010 |
|
10,939,026 |
|
Retention |
|
|
|
|
|
|
|
Depreciation and amortization |
|
1,960,208 |
|
— |
|
1,960,208 |
|
Net value added produced |
|
8,392,808 |
|
586,010 |
|
8,978,818 |
|
Value added received by transfer |
|
|
|
|
|
|
|
Share of profit of subsidiaries and associates |
|
98,652 |
|
— |
|
98,652 |
|
Share of loss of joint ventures |
|
(1,967,495) |
|
— |
|
(1,967,495) |
|
Result of discontinued operations, net of taxes |
|
— |
|
— |
|
— |
|
Finance income |
|
4,343,062 |
|
— |
|
4,343,062 |
|
|
|
2,474,219 |
|
— |
|
2,474,219 |
|
Value added to be distributed |
|
10,867,027 |
|
586,010 |
|
11,453,037 |
|
Distribution of value added |
|
10,867,027 |
|
586,010 |
|
11,453,037 |
|
Personnel and payroll charges |
|
1,371,093 |
|
364,593 |
|
1,735,686 |
|
Direct remuneration |
|
1,131,805 |
|
353,307 |
|
1,485,112 |
|
Benefits |
|
183,998 |
|
11,286 |
|
195,284 |
|
Government severance indemnity fund for employees and other |
|
55,290 |
|
— |
|
55,290 |
|
Taxes, fees and contributions |
|
3,992,894 |
|
12,410 |
|
4,005,304 |
|
Federal |
|
2,444,576 |
|
— |
|
2,444,576 |
|
State |
|
1,447,482 |
|
— |
|
1,447,482 |
|
Municipal |
|
100,836 |
|
12,410 |
|
113,246 |
|
Financial expenses and rents |
|
8,006,537 |
|
209,007 |
|
8,215,544 |
|
Interest and foreign exchange variation |
|
7,545,982 |
|
196,190 |
|
7,742,172 |
|
Rents |
|
51,006 |
|
12,817 |
|
63,823 |
|
Other |
|
409,549 |
|
— |
|
409,549 |
|
Remuneration of own capital |
|
(2,503,497) |
|
— |
|
(2,503,497) |
|
Non-controlling interests |
|
230,439 |
|
— |
|
230,439 |
|
Loss for the period |
|
(2,733,936) |
|
— |
|
(2,733,936) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.
Reported segments:
As of March 31, 2026, the Company ceased to present Raízen in its segment information because: (i) the book value of the investment was reduced to zero; (ii) the interest in earnings of investees ceased to be recognized; and (iii) Raízen ceased to prospectively affect the Company's shareholders’ equity . In this circumstance, Management considered that the disclosure of a specific explanatory note ceased to be material to the financial statements as a whole, in line with CPC 26 (R1) and CPC 21 (R1), which require the assessment of materiality based on the relevance of the information to users. For this reason, the Company changed the presentation of the segments for the six-month period ended June 30, 2026, and retrospectively restated the comparative information for the same period in 2025. This change did not affect the total amounts presented, as Raízen was already fully eliminated from the consolidated financial statements as it is a joint venture.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Period of six months ended June 30, 2026 |
|||||||||||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
|||||||||||||||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
||||||||||||
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net sales |
|
7,098,967 |
|
5,240,806 |
|
7,222,578 |
|
239,985 |
|
4,501 |
|
(2,106) |
|
19,804,731 |
||||||||||||
|
Cost of sales |
|
(5,220,152) |
|
(3,677,074) |
|
(3,805,000) |
|
— |
|
— |
|
2,106 |
|
(12,700,120) |
||||||||||||
|
Gross profit |
|
1,878,815 |
|
1,563,732 |
|
3,417,578 |
|
239,985 |
|
4,501 |
|
— |
|
7,104,611 |
||||||||||||
|
Selling expenses |
|
(95,004) |
|
(811,117) |
|
(26,405) |
|
— |
|
— |
|
— |
|
(932,526) |
||||||||||||
|
General and administrative expenses |
|
(473,231) |
|
(246,408) |
|
(342,687) |
|
(47,355) |
|
(87,995) |
|
— |
|
(1,197,676) |
||||||||||||
|
Other operation income (expenses), net |
|
517,373 |
|
7,280 |
|
(114,487) |
|
(118,371) |
|
(49,336) |
|
— |
|
242,459 |
||||||||||||
|
Impairment |
|
— |
|
— |
|
(336,487) |
|
— |
|
(233,000) |
|
— |
|
(569,487) |
||||||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
|
64,073 |
|
— |
|
32,581 |
|
— |
|
868,160 |
|
(888,182) |
|
76,632 |
||||||||||||
|
Interest in earnings (losses) of joint ventures |
|
— |
|
— |
|
(3,045) |
|
— |
|
(687) |
|
— |
|
(3,732) |
||||||||||||
|
Finance results, net |
|
(898,019) |
|
(89,615) |
|
(1,610,632) |
|
23,536 |
|
(1,639,827) |
|
— |
|
(4,214,557) |
||||||||||||
|
Finance expense |
|
(1,365,145) |
|
(124,809) |
|
(2,095,469) |
|
(8,382) |
|
(2,006,337) |
|
— |
|
(5,600,142) |
||||||||||||
|
Finance income |
|
492,884 |
|
76,850 |
|
858,298 |
|
31,918 |
|
625,253 |
|
— |
|
2,085,203 |
||||||||||||
|
Foreign exchange variation, net |
|
70,447 |
|
83,846 |
|
332,967 |
|
— |
|
296,651 |
|
— |
|
783,911 |
||||||||||||
|
Net effect of derivatives |
|
(96,205) |
|
(125,502) |
|
(706,428) |
|
— |
|
(555,394) |
|
— |
|
(1,483,529) |
||||||||||||
|
Income tax |
|
(324,584) |
|
(141,645) |
|
(398,932) |
|
(33,160) |
|
(765,630) |
|
— |
|
(1,663,951) |
||||||||||||
|
Net profit (loss) for the period |
|
669,423 |
|
282,227 |
|
617,484 |
|
64,635 |
|
(1,903,814) |
|
(888,182) |
|
(1,158,227) |
||||||||||||
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Owners of the Company |
|
489,355 |
|
197,767 |
|
184,601 |
|
16,459 |
|
(1,903,851) |
|
(888,182) |
|
(1,903,851) |
||||||||||||
|
Non-controlling interests |
|
180,068 |
|
84,460 |
|
432,883 |
|
48,176 |
|
37 |
|
— |
|
745,624 |
||||||||||||
|
|
|
669,423 |
|
282,227 |
|
617,484 |
|
64,635 |
|
(1,903,814) |
|
(888,182) |
|
(1,158,227) |
||||||||||||
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization |
|
711,710 |
|
196,692 |
|
1,048,203 |
|
69 |
|
10,854 |
|
— |
|
1,967,528 |
||||||||||||
|
EBITDA |
|
2,603,736 |
|
710,179 |
|
3,675,251 |
|
74,328 |
|
512,497 |
|
(888,182) |
|
6,687,809 |
||||||||||||
|
Additions to fixed assets, intangible assets and contract assets |
|
964,211 |
|
60,603 |
|
3,370,831 |
|
1,346 |
|
5,285 |
|
— |
|
4,402,276 |
||||||||||||
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Profit (loss) for the period net |
|
669,423 |
|
282,227 |
|
617,484 |
|
64,635 |
|
(1,903,814) |
|
(888,182) |
|
(1,158,227) |
||||||||||||
|
Income taxes |
|
324,584 |
|
141,645 |
|
398,932 |
|
33,160 |
|
765,630 |
|
— |
|
1,663,951 |
||||||||||||
|
Finance results, net |
|
898,019 |
|
89,615 |
|
1,610,632 |
|
(23,536) |
|
1,639,827 |
|
— |
|
4,214,557 |
||||||||||||
|
Depreciation and amortization |
|
711,710 |
|
196,692 |
|
1,048,203 |
|
69 |
|
10,854 |
|
— |
|
1,967,528 |
||||||||||||
|
EBITDA |
|
2,603,736 |
|
710,179 |
|
3,675,251 |
|
74,328 |
|
512,497 |
|
(888,182) |
|
6,687,809 |
||||||||||||
|
|
|
Period of six months ended June 30, 2025 (Restated) |
||||||||||||||||||||||||
|
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
||||||||||||
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net sales |
|
8,544,938 |
|
4,587,853 |
|
6,678,143 |
|
336,414 |
|
1,455 |
|
(8,550) |
|
20,140,253 |
||||||||||||
|
Cost of sales |
|
(6,675,630) |
|
(3,405,069) |
|
(3,569,422) |
|
(31,840) |
|
— |
|
8,550 |
|
(13,673,411) |
||||||||||||
|
Gross profit |
|
1,869,308 |
|
1,182,784 |
|
3,108,721 |
|
304,574 |
|
1,455 |
|
— |
|
6,466,842 |
||||||||||||
|
Selling expenses |
|
(109,603) |
|
(758,036) |
|
(29,946) |
|
— |
|
— |
|
— |
|
(897,585) |
||||||||||||
|
General and administrative expenses |
|
(392,108) |
|
(287,545) |
|
(315,859) |
|
(45,803) |
|
(137,341) |
|
— |
|
(1,178,656) |
||||||||||||
|
Other operation income (expenses), net |
|
467,500 |
|
402,261 |
|
(17,451) |
|
(5,377) |
|
165,991 |
|
— |
|
1,012,924 |
||||||||||||
|
Impairment |
|
— |
|
— |
|
(683,139) |
|
— |
|
— |
|
— |
|
(683,139) |
||||||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
|
52,408 |
|
— |
|
46,277 |
|
21,329 |
|
1,024,198 |
|
(1,045,560) |
|
98,652 |
||||||||||||
|
Interest in earnings (losses) of joint ventures |
|
— |
|
— |
|
(3,965) |
|
— |
|
(1,963,530) |
|
— |
|
(1,967,495) |
||||||||||||
|
Finance results, net |
|
(762,453) |
|
(132,673) |
|
(1,466,076) |
|
33,360 |
|
(1,378,041) |
|
— |
|
(3,705,883) |
||||||||||||
|
Finance expense |
|
(1,093,305) |
|
(161,942) |
|
(1,789,877) |
|
(1,011) |
|
(1,728,450) |
|
— |
|
(4,774,585) |
||||||||||||
|
Finance income |
|
387,440 |
|
59,820 |
|
693,609 |
|
34,371 |
|
579,367 |
|
— |
|
1,754,607 |
||||||||||||
|
Foreign exchange, net |
|
202,077 |
|
108,831 |
|
743,044 |
|
— |
|
1,534,503 |
|
— |
|
2,588,455 |
||||||||||||
|
Net effect of derivatives |
|
(258,665) |
|
(139,382) |
|
(1,112,852) |
|
— |
|
(1,763,461) |
|
— |
|
(3,274,360) |
||||||||||||
|
Income tax |
|
(352,016) |
|
(31,991) |
|
(402,482) |
|
(42,985) |
|
(819,683) |
|
— |
|
(1,649,157) |
||||||||||||
|
Profit (loss) for the period of continued operation |
|
773,036 |
|
374,800 |
|
236,080 |
|
265,098 |
|
(3,106,951) |
|
(1,045,560) |
|
(2,503,497) |
||||||||||||
|
Profit from discontinued operations |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||||
|
Net (loss) profit for the period |
|
773,036 |
|
374,800 |
|
236,080 |
|
265,098 |
|
(3,106,951) |
|
(1,045,560) |
|
(2,503,497) |
||||||||||||
|
(Loss) profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Owners of the Company |
|
622,990 |
|
262,366 |
|
69,585 |
|
90,619 |
|
(2,733,936) |
|
(1,045,560) |
|
(2,733,936) |
||||||||||||
|
Non-controlling interests |
|
150,046 |
|
112,434 |
|
166,495 |
|
174,479 |
|
(373,015) |
|
— |
|
230,439 |
||||||||||||
|
|
|
773,036 |
|
374,800 |
|
236,080 |
|
265,098 |
|
(3,106,951) |
|
(1,045,560) |
|
(2,503,497) |
||||||||||||
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization |
|
625,459 |
|
197,937 |
|
1,126,851 |
|
136 |
|
9,825 |
|
— |
|
1,960,208 |
||||||||||||
|
EBITDA |
|
2,512,964 |
|
737,401 |
|
3,231,489 |
|
274,859 |
|
(899,402) |
|
(1,045,560) |
|
4,811,751 |
||||||||||||
|
Additions to fixed assets, intangible assets and contract assets |
|
962,311 |
|
74,418 |
|
3,159,198 |
|
6,196 |
|
8,035 |
|
— |
|
4,210,158 |
||||||||||||
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Profit (loss) for the period net |
|
773,036 |
|
374,800 |
|
236,080 |
|
265,098 |
|
(3,106,951) |
|
(1,045,560) |
|
(2,503,497) |
||||||||||||
|
Income tax |
|
352,016 |
|
31,991 |
|
402,482 |
|
42,985 |
|
819,683 |
|
— |
|
1,649,157 |
||||||||||||
|
Finance results net |
|
762,453 |
|
132,673 |
|
1,466,076 |
|
(33,360) |
|
1,378,041 |
|
— |
|
3,705,883 |
||||||||||||
|
Depreciation and amortization |
|
625,459 |
|
197,937 |
|
1,126,851 |
|
136 |
|
9,825 |
|
— |
|
1,960,208 |
||||||||||||
|
EBITDA |
|
2,512,964 |
|
737,401 |
|
3,231,489 |
|
274,859 |
|
(899,402) |
|
(1,045,560) |
|
4,811,751 |
||||||||||||
|
|
|
Period of three months ended June 30, 2026 |
||||||||||||
|
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
3,935,326 |
|
2,784,281 |
|
3,940,275 |
|
112,363 |
|
4,472 |
|
(786) |
|
10,775,931 |
|
Cost of sales |
|
(2,914,243) |
|
(1,861,108) |
|
(1,972,536) |
|
— |
|
— |
|
786 |
|
(6,747,101) |
|
Gross profit |
|
1,021,083 |
|
923,173 |
|
1,967,739 |
|
112,363 |
|
4,472 |
|
— |
|
4,028,830 |
|
Selling expenses |
|
(52,895) |
|
(420,859) |
|
(14,958) |
|
— |
|
— |
|
— |
|
(488,712) |
|
General and administrative expenses |
|
(280,334) |
|
(125,931) |
|
(177,384) |
|
(24,822) |
|
(41,794) |
|
— |
|
(650,265) |
|
Other operation income (expenses), net |
|
193,841 |
|
651 |
|
(56,681) |
|
(116,347) |
|
(13,954) |
|
— |
|
7,510 |
|
Impairment |
|
— |
|
— |
|
(168,383) |
|
— |
|
(233,000) |
|
— |
|
(401,383) |
|
Interest in earnings (losses) of subsidiaries and associates |
|
32,073 |
|
— |
|
15,894 |
|
— |
|
447,103 |
|
(467,113) |
|
27,957 |
|
Interest in earnings (losses) of joint ventures |
|
— |
|
— |
|
296 |
|
— |
|
334 |
|
— |
|
630 |
|
Finance results net |
|
(473,393) |
|
(76,189) |
|
(764,792) |
|
14,314 |
|
(551,590) |
|
— |
|
(1,851,650) |
|
Finance expense |
|
(753,680) |
|
(68,359) |
|
(1,097,856) |
|
(4,920) |
|
(827,154) |
|
— |
|
(2,751,969) |
|
Finance income |
|
258,128 |
|
33,350 |
|
470,633 |
|
19,234 |
|
287,182 |
|
— |
|
1,068,527 |
|
Foreign exchange, net |
|
24,061 |
|
(4,073) |
|
41,342 |
|
— |
|
20,063 |
|
— |
|
81,393 |
|
Net effect of derivatives |
|
(1,902) |
|
(37,107) |
|
(178,911) |
|
— |
|
(31,681) |
|
— |
|
(249,601) |
|
Income tax |
|
(153,205) |
|
(103,573) |
|
(281,971) |
|
(15,359) |
|
67,941 |
|
— |
|
(486,167) |
|
Net profit (loss) for the period |
|
287,170 |
|
197,272 |
|
519,760 |
|
(29,851) |
|
(320,488) |
|
(467,113) |
|
186,750 |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
185,070 |
|
138,291 |
|
156,334 |
|
(12,582) |
|
(320,498) |
|
(467,113) |
|
(320,498) |
|
Non-controlling interests |
|
102,100 |
|
58,981 |
|
363,426 |
|
(17,269) |
|
10 |
|
— |
|
507,248 |
|
|
|
287,170 |
|
197,272 |
|
519,760 |
|
(29,851) |
|
(320,488) |
|
(467,113) |
|
186,750 |
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
361,042 |
|
97,538 |
|
532,110 |
|
1 |
|
5,441 |
|
— |
|
996,132 |
|
EBITDA |
|
1,274,810 |
|
474,572 |
|
2,098,633 |
|
(28,805) |
|
168,602 |
|
(467,113) |
|
3,520,699 |
|
Additions to fixed assets, intangible assets and contract assets |
|
471,146 |
|
33,680 |
|
1,597,108 |
|
665 |
|
1,832 |
|
— |
|
2,104,431 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
|
287,170 |
|
197,272 |
|
519,760 |
|
(29,851) |
|
(320,488) |
|
(467,113) |
|
186,750 |
|
Income tax |
|
153,205 |
|
103,573 |
|
281,971 |
|
15,359 |
|
(67,941) |
|
— |
|
486,167 |
|
Finance results net |
|
473,393 |
|
76,189 |
|
764,792 |
|
(14,314) |
|
551,590 |
|
— |
|
1,851,650 |
|
Depreciation and amortization |
|
361,042 |
|
97,538 |
|
532,110 |
|
1 |
|
5,441 |
|
— |
|
996,132 |
|
EBITDA |
|
1,274,810 |
|
474,572 |
|
2,098,633 |
|
(28,805) |
|
168,602 |
|
(467,113) |
|
3,520,699 |
|
|
|
Period of three months ended June 30, 2025 (Restated) |
||||||||||||
|
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
4,335,338 |
|
2,246,270 |
|
3,711,393 |
|
184,336 |
|
1,407 |
|
(1,092) |
|
10,477,652 |
|
Cost of sales |
|
(3,279,933) |
|
(1,694,128) |
|
(1,885,859) |
|
(22,677) |
|
— |
|
1,092 |
|
(6,881,505) |
|
Gross profit |
|
1,055,405 |
|
552,142 |
|
1,825,534 |
|
161,659 |
|
1,407 |
|
— |
|
3,596,147 |
|
Selling expenses |
|
(55,647) |
|
(386,195) |
|
(15,687) |
|
— |
|
— |
|
— |
|
(457,529) |
|
General and administrative expenses |
|
(210,643) |
|
(164,303) |
|
(166,618) |
|
(23,928) |
|
(78,132) |
|
— |
|
(643,624) |
|
Other operation income (expenses), net |
|
83,456 |
|
402,329 |
|
14,384 |
|
(3,510) |
|
(7,865) |
|
— |
|
488,794 |
|
Impairment |
|
— |
|
— |
|
(397,531) |
|
— |
|
— |
|
— |
|
(397,531) |
|
Interest in earnings (losses) of subsidiaries and associates |
|
27,205 |
|
— |
|
51,753 |
|
(289) |
|
(173,238) |
|
(654,276) |
|
(748,845) |
|
Finance results net |
|
(391,971) |
|
(74,522) |
|
(698,417) |
|
19,339 |
|
(657,316) |
|
— |
|
(1,802,887) |
|
Finance expense |
|
(530,262) |
|
(68,011) |
|
(861,817) |
|
(340) |
|
(600,513) |
|
— |
|
(2,060,943) |
|
Finance income |
|
182,766 |
|
23,204 |
|
380,046 |
|
19,679 |
|
111,012 |
|
— |
|
716,707 |
|
Foreign exchange, net |
|
40,701 |
|
38,918 |
|
282,326 |
|
— |
|
432,547 |
|
— |
|
794,492 |
|
Net effect of derivatives |
|
(85,176) |
|
(68,633) |
|
(498,972) |
|
— |
|
(600,362) |
|
— |
|
(1,253,143) |
|
Income tax |
|
(155,219) |
|
15,312 |
|
(280,160) |
|
(22,359) |
|
(160,196) |
|
— |
|
(602,622) |
|
Net profit (loss) for the period |
|
352,586 |
|
344,763 |
|
333,258 |
|
130,912 |
|
(1,075,340) |
|
(654,276) |
|
(568,097) |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
276,502 |
|
241,339 |
|
99,948 |
|
36,487 |
|
(946,042) |
|
(654,276) |
|
(946,042) |
|
Non-controlling interests |
|
76,084 |
|
103,424 |
|
233,310 |
|
94,425 |
|
(129,298) |
|
— |
|
377,945 |
|
|
|
352,586 |
|
344,763 |
|
333,258 |
|
130,912 |
|
(1,075,340) |
|
(654,276) |
|
(568,097) |
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
316,146 |
|
100,930 |
|
570,075 |
|
68 |
|
5,095 |
|
— |
|
992,314 |
|
EBITDA |
|
1,215,922 |
|
504,903 |
|
1,881,910 |
|
134,000 |
|
(252,733) |
|
(654,276) |
|
2,829,726 |
|
Additions to fixed assets, intangible assets and contract assets |
|
496,610 |
|
28,737 |
|
1,394,629 |
|
1,036 |
|
4,237 |
|
— |
|
1,925,249 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
|
352,586 |
|
344,763 |
|
333,258 |
|
130,912 |
|
(1,075,340) |
|
(654,276) |
|
(568,097) |
|
Income tax |
|
155,219 |
|
(15,312) |
|
280,160 |
|
22,359 |
|
160,196 |
|
— |
|
602,622 |
|
Finance results net |
|
391,971 |
|
74,522 |
|
698,417 |
|
(19,339) |
|
657,316 |
|
— |
|
1,802,887 |
|
Depreciation and amortization |
|
316,146 |
|
100,930 |
|
570,075 |
|
68 |
|
5,095 |
|
— |
|
992,314 |
|
EBITDA |
|
1,215,922 |
|
504,903 |
|
1,881,910 |
|
134,000 |
|
(252,733) |
|
(654,276) |
|
2,829,726 |
|
|
|
June 30, 2026 |
||||||||||||
|
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
2,785,113 |
|
580,686 |
|
5,455,578 |
|
20,929 |
|
4,515,669 |
|
— |
|
13,357,975 |
|
Marketable securities |
|
1,815,873 |
|
300,946 |
|
289,290 |
|
396,692 |
|
2,752,260 |
|
— |
|
5,555,061 |
|
Trade receivables |
|
2,139,214 |
|
1,431,261 |
|
792,057 |
|
211,173 |
|
1,970 |
|
— |
|
4,575,675 |
|
Derivative financial instruments |
|
184,792 |
|
— |
|
1,744,048 |
|
— |
|
13,782 |
|
— |
|
1,942,622 |
|
Inventories |
|
262,217 |
|
1,791,099 |
|
276,822 |
|
— |
|
— |
|
— |
|
2,330,138 |
|
Sectorial financial assets |
|
934,789 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
934,789 |
|
Other financial assets |
|
— |
|
339 |
|
— |
|
— |
|
— |
|
— |
|
339 |
|
Other current assets |
|
629,192 |
|
394,064 |
|
1,124,653 |
|
1,873,504 |
|
1,470,037 |
|
(173,286) |
|
5,318,164 |
|
Other non-current assets |
|
2,169,074 |
|
291,898 |
|
4,302,804 |
|
61,571 |
|
1,224,002 |
|
(109,240) |
|
7,940,109 |
|
Investment in subsidiaries and associates |
|
1,349,259 |
|
— |
|
386,574 |
|
— |
|
16,289,690 |
|
(16,280,946) |
|
1,744,577 |
|
Investment in joint ventures |
|
— |
|
— |
|
45,801 |
|
— |
|
11,726 |
|
— |
|
57,527 |
|
Investment property |
|
— |
|
— |
|
— |
|
16,259,761 |
|
— |
|
— |
|
16,259,761 |
|
Contract assets |
|
1,088,100 |
|
6,615 |
|
— |
|
— |
|
— |
|
— |
|
1,094,715 |
|
Right-of-use assets |
|
1,568,020 |
|
271,580 |
|
7,986,199 |
|
— |
|
9,228 |
|
— |
|
9,835,027 |
|
Property, plant and equipment |
|
1,913,286 |
|
822,907 |
|
26,351,456 |
|
9 |
|
42,142 |
|
— |
|
29,129,800 |
|
Intangible assets |
|
17,436,889 |
|
2,790,237 |
|
6,380,582 |
|
— |
|
10,345 |
|
— |
|
26,618,053 |
|
Loans, borrowings and debentures |
|
(16,028,130) |
|
(2,780,461) |
|
(22,909,847) |
|
— |
|
(12,540,365) |
|
— |
|
(54,258,803) |
|
Derivatives financial instruments - Liabilities |
|
(256,349) |
|
(60,858) |
|
(2,156,857) |
|
— |
|
(87,616) |
|
— |
|
(2,561,680) |
|
Trade payables |
|
(1,348,589) |
|
(1,794,045) |
|
(955,292) |
|
(20,656) |
|
(1,898) |
|
— |
|
(4,120,480) |
|
Employee benefits payables |
|
(189,308) |
|
(111,626) |
|
(315,209) |
|
— |
|
(29,020) |
|
— |
|
(645,163) |
|
Sectorial financial liabilities |
|
(2,328,275) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,328,275) |
|
Other current liabilities |
|
(911,372) |
|
(452,016) |
|
(1,578,780) |
|
(147,845) |
|
(647,683) |
|
173,278 |
|
(3,564,418) |
|
Leases |
|
(1,860,927) |
|
(287,861) |
|
(4,468,792) |
|
— |
|
(13,757) |
|
— |
|
(6,631,337) |
|
Put option liability on subsidiary shares |
|
— |
|
— |
|
— |
|
— |
|
(3,870,524) |
|
— |
|
(3,870,524) |
|
Liability from financing secured by shares |
|
— |
|
— |
|
— |
|
— |
|
(3,014,058) |
|
— |
|
(3,014,058) |
|
Other non-current liabilities |
|
(3,253,862) |
|
(584,329) |
|
(8,064,396) |
|
(829,754) |
|
(1,166,479) |
|
109,246 |
|
(13,789,574) |
|
Total assets (net of liabilities) allocated by segment |
|
8,099,006 |
|
2,610,436 |
|
14,686,691 |
|
17,825,384 |
|
4,969,451 |
|
(16,280,948) |
|
31,910,020 |
|
Total Asset |
|
34,275,818 |
|
8,681,632 |
|
55,135,864 |
|
18,823,639 |
|
26,340,851 |
|
(16,563,472) |
|
126,694,332 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders |
|
4,596,259 |
|
1,829,962 |
|
4,385,806 |
|
5,468,921 |
|
4,968,466 |
|
(16,280,948) |
|
4,968,466 |
|
Non-controlling shareholders |
|
3,502,747 |
|
780,474 |
|
10,300,885 |
|
12,356,463 |
|
985 |
|
— |
|
26,941,554 |
|
Total shareholders' equity |
|
8,099,006 |
|
2,610,436 |
|
14,686,691 |
|
17,825,384 |
|
4,969,451 |
|
(16,280,948) |
|
31,910,020 |
|
|
|
December 31, 2025 (Restated) |
||||||||||||
|
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
3,430,108 |
|
1,246,014 |
|
7,018,132 |
|
19,614 |
|
15,529,815 |
|
— |
|
27,243,683 |
|
Marketable securities |
|
1,471,735 |
|
526,815 |
|
416,287 |
|
143,605 |
|
434,151 |
|
— |
|
2,992,593 |
|
Trade receivables |
|
1,541,952 |
|
1,071,055 |
|
667,292 |
|
388,864 |
|
— |
|
— |
|
3,669,163 |
|
Derivative financial instruments |
|
218,195 |
|
37,689 |
|
1,804,841 |
|
— |
|
206,383 |
|
— |
|
2,267,108 |
|
Inventories |
|
209,199 |
|
1,496,570 |
|
263,489 |
|
— |
|
— |
|
— |
|
1,969,258 |
|
Sectorial financial assets |
|
728,954 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
728,954 |
|
Other financial assets |
|
4,823 |
|
980 |
|
— |
|
2 |
|
— |
|
— |
|
5,805 |
|
Other current assets |
|
703,324 |
|
715,511 |
|
1,204,266 |
|
33,085 |
|
1,956,812 |
|
(496,920) |
|
4,116,078 |
|
Other non-current assets |
|
1,896,910 |
|
262,010 |
|
3,800,660 |
|
53,257 |
|
1,943,783 |
|
(45,082) |
|
7,911,538 |
|
Investment in subsidiaries and associates |
|
1,315,190 |
|
— |
|
396,810 |
|
— |
|
16,077,939 |
|
(16,068,631) |
|
1,721,308 |
|
Investment in joint ventures |
|
— |
|
— |
|
48,847 |
|
— |
|
11,509 |
|
— |
|
60,356 |
|
Investment property |
|
— |
|
— |
|
— |
|
18,221,781 |
|
— |
|
— |
|
18,221,781 |
|
Contract assets |
|
1,041,771 |
|
2,842 |
|
— |
|
— |
|
— |
|
— |
|
1,044,613 |
|
Right-of-use assets |
|
1,555,212 |
|
300,064 |
|
7,792,217 |
|
2,787 |
|
12,649 |
|
— |
|
9,662,929 |
|
Property, plant and equipment |
|
1,942,618 |
|
861,572 |
|
23,948,573 |
|
11 |
|
42,951 |
|
— |
|
26,795,725 |
|
Intangible assets |
|
17,287,600 |
|
2,985,630 |
|
6,421,681 |
|
— |
|
11,715 |
|
— |
|
26,706,626 |
|
Loans, borrowings and debentures |
|
(15,320,793) |
|
(4,041,589) |
|
(23,123,837) |
|
— |
|
(21,740,912) |
|
— |
|
(64,227,131) |
|
Derivatives financial instruments - Liabilities |
|
(266,293) |
|
(39,034) |
|
(1,789,709) |
|
— |
|
(585,633) |
|
— |
|
(2,680,669) |
|
Trade payables |
|
(1,326,372) |
|
(1,611,538) |
|
(1,138,378) |
|
(20,259) |
|
(955) |
|
— |
|
(4,097,502) |
|
Employee benefits payables |
|
(254,954) |
|
(134,823) |
|
(361,583) |
|
— |
|
(43,664) |
|
— |
|
(795,024) |
|
Sectorial financial liabilities |
|
(2,265,261) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,265,261) |
|
Other current liabilities |
|
(1,323,621) |
|
(368,683) |
|
(1,691,879) |
|
(125,930) |
|
(775,130) |
|
494,830 |
|
(3,790,413) |
|
Leases |
|
(1,930,232) |
|
(316,221) |
|
(4,145,148) |
|
(3,054) |
|
(18,145) |
|
— |
|
(6,412,800) |
|
Put option liability on subsidiary shares |
|
— |
|
— |
|
— |
|
— |
|
(3,844,648) |
|
— |
|
(3,844,648) |
|
Liability from financing secured by shares |
|
— |
|
— |
|
— |
|
— |
|
(2,804,606) |
|
— |
|
(2,804,606) |
|
Other non-current liabilities |
|
(3,223,563) |
|
(581,184) |
|
(7,484,119) |
|
(839,318) |
|
(1,108,835) |
|
47,187 |
|
(13,189,832) |
|
Total asset (net of liabilities) allocated by segment |
|
7,436,502 |
|
2,413,680 |
|
14,048,442 |
|
17,874,445 |
|
5,305,179 |
|
(16,068,616) |
|
31,009,632 |
|
Total Asset |
|
33,347,591 |
|
9,506,752 |
|
53,783,095 |
|
18,863,006 |
|
36,227,707 |
|
(16,610,633) |
|
135,117,518 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
4,687,098 |
|
1,692,100 |
|
4,196,013 |
|
5,493,405 |
|
5,304,228 |
|
(16,068,616) |
|
5,304,228 |
|
Non-controlling interests |
|
2,749,404 |
|
721,580 |
|
9,852,429 |
|
12,381,040 |
|
951 |
|
— |
|
25,705,404 |
|
Total shareholders' equity |
|
7,436,502 |
|
2,413,680 |
|
14,048,442 |
|
17,874,445 |
|
5,305,179 |
|
(16,068,616) |
|
31,009,632 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Period of three months ended June, 30 |
|
Period of six months ended June, 30 |
||||
|
|
2026 |
|
2025 (Restated) |
|
2026 |
|
2025 (Restated) |
|
Reported segments |
|
|
|
|
|
|
|
|
Compass |
|
|
|
|
|
|
|
|
Natural gas distribution |
|
|
|
|
|
|
|
|
Industrial (i) |
1,488,782 |
|
2,371,534 |
|
2,798,231 |
|
4,840,976 |
|
Residential |
746,934 |
|
677,891 |
|
1,303,113 |
|
1,202,235 |
|
Cogeneration |
33,601 |
|
97,343 |
|
95,457 |
|
208,689 |
|
Automotive |
107,877 |
|
111,086 |
|
207,992 |
|
222,322 |
|
Commercial |
265,296 |
|
228,445 |
|
478,264 |
|
439,204 |
|
Construction revenue |
483,917 |
|
364,325 |
|
843,116 |
|
668,454 |
|
Other |
76,039 |
|
62,086 |
|
147,070 |
|
153,465 |
|
|
3,202,446 |
|
3,912,710 |
|
5,873,243 |
|
7,735,345 |
|
Marketing & services |
|
|
|
|
|
|
|
|
Gas commercialization |
732,880 |
|
422,628 |
|
1,225,724 |
|
809,593 |
|
|
3,935,326 |
|
4,335,338 |
|
7,098,967 |
|
8,544,938 |
|
Moove |
|
|
|
|
|
|
|
|
Finished product |
2,316,398 |
|
1,812,134 |
|
4,464,361 |
|
3,857,263 |
|
Base oil |
286,221 |
|
309,093 |
|
449,429 |
|
450,836 |
|
Services |
181,662 |
|
125,043 |
|
327,016 |
|
279,754 |
|
|
2,784,281 |
|
2,246,270 |
|
5,240,806 |
|
4,587,853 |
|
Rumo |
|
|
|
|
|
|
|
|
North operations |
3,161,243 |
|
3,037,996 |
|
5,832,895 |
|
5,425,681 |
|
South operations |
555,535 |
|
484,355 |
|
966,969 |
|
890,765 |
|
Container operations |
223,497 |
|
189,042 |
|
422,714 |
|
361,697 |
|
|
3,940,275 |
|
3,711,393 |
|
7,222,578 |
|
6,678,143 |
|
Radar |
|
|
|
|
|
|
|
|
Lease and sale of lands |
112,363 |
|
184,336 |
|
239,985 |
|
336,414 |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
Services |
4,472 |
|
1,407 |
|
4,501 |
|
1,455 |
|
|
10,776,717 |
|
10,478,744 |
|
19,806,837 |
|
20,148,803 |
|
Reconciliation |
|
|
|
|
|
|
|
|
Adjustments and eliminations |
(786) |
|
(1,092) |
|
(2,106) |
|
(8,550) |
|
Total |
10,775,931 |
|
10,477,652 |
|
19,804,731 |
|
20,140,253 |
| (i) | The variation is attributable to customers that migrated to the free market contracting environment during 2025 and 2026. |
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
|
Net revenue |
||||||
|
Brazil |
9,163,051 |
|
9,018,182 |
|
16,723,608 |
|
17,184,859 |
|
Europe (i) |
934,704 |
|
780,649 |
|
1,795,593 |
|
1,599,316 |
|
Latin America (ii) |
97,274 |
|
112,397 |
|
194,767 |
|
208,808 |
|
United States of America |
568,568 |
|
556,542 |
|
1,072,880 |
|
1,124,030 |
|
Asia and other (iii) |
12,334 |
|
9,882 |
|
17,883 |
|
23,240 |
|
Total |
10,775,931 |
|
10,477,652 |
|
19,804,731 |
|
20,140,253 |
Main countries:
| (i) | England, France, Spain and Portugal; |
| (ii) | Argentina, Bolivia, Uruguay and Paraguay; and |
| (iii) | Singapore, United Arab Emirates and Oceania. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
Financial assets and liabilities are presented as classified below:
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
1,702,266 |
|
22,047 |
|
3,930,761 |
|
2,525,668 |
|
Marketable securities |
|
|
2,679,895 |
|
330,388 |
|
5,555,061 |
|
2,992,593 |
|
Derivative financial instruments |
5.3 |
|
13,782 |
|
206,384 |
|
1,942,622 |
|
2,267,108 |
|
Other financial assets |
|
|
— |
|
— |
|
339 |
|
5,805 |
|
|
|
|
4,395,943 |
|
558,819 |
|
11,428,783 |
|
7,791,174 |
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
2,646,864 |
|
15,361,258 |
|
9,427,214 |
|
24,718,015 |
|
Trade receivables |
|
|
— |
|
— |
|
4,575,675 |
|
3,669,163 |
|
Restricted cash |
|
|
33 |
|
186 |
|
231,069 |
|
228,768 |
|
Receivables from related parties |
5.4 |
|
248,903 |
|
220,312 |
|
231,600 |
|
219,897 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
934,789 |
|
728,954 |
|
Judicial deposits |
9 |
|
348,705 |
|
351,904 |
|
1,108,470 |
|
1,072,982 |
|
Dividends and interest on equity receivable |
|
|
264,428 |
|
87,224 |
|
51,664 |
|
35,410 |
|
Indemnifiable financial asset |
|
|
— |
|
— |
|
823,403 |
|
557,475 |
|
|
|
|
3,508,933 |
|
16,020,884 |
|
17,383,884 |
|
31,230,664 |
|
Total |
|
|
7,904,876 |
|
16,579,703 |
|
28,812,667 |
|
39,021,838 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
(9,919,441) |
|
(16,388,391) |
|
(24,435,191) |
|
(32,945,289) |
|
Trade payables |
5.5 |
|
(1,877) |
|
(870) |
|
(4,120,480) |
|
(4,097,502) |
|
Consideration payable |
|
|
— |
|
— |
|
(161,831) |
|
(195,057) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(835,485) |
|
(1,096,884) |
|
Leases |
|
|
(13,757) |
|
(18,145) |
|
(6,631,337) |
|
(6,412,800) |
|
Railroad concession payable |
|
|
— |
|
— |
|
(4,267,612) |
|
(3,988,245) |
|
Related parties payables |
5.4 |
|
(3,517,591) |
|
(5,631,481) |
|
(356,442) |
|
(322,082) |
|
Obligation to repurchase shares in subsidiaries |
5.8 |
|
(3,870,524) |
|
(3,844,648) |
|
(3,870,524) |
|
(3,844,648) |
|
Liabilities arising from financing secured by shares |
|
|
(3,014,058) |
|
(2,804,606) |
|
(3,014,058) |
|
(2,804,606) |
|
Dividends payable |
|
|
— |
|
— |
|
(324,698) |
|
(226,484) |
|
Sector financial liabilities |
|
|
— |
|
— |
|
(2,328,275) |
|
(2,265,261) |
|
Installment of tax debts |
|
|
(151,327) |
|
(145,173) |
|
(167,642) |
|
(161,182) |
|
|
|
|
(20,488,575) |
|
(28,833,314) |
|
(50,513,575) |
|
(58,360,040) |
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
— |
|
— |
|
(29,823,612) |
|
(31,281,841) |
|
Derivative financial instruments |
5.3 |
|
(87,616) |
|
(585,633) |
|
(2,561,680) |
|
(2,680,669) |
|
Other accounts payable |
|
|
— |
|
— |
|
(11,854) |
|
(11,854) |
|
|
|
|
(87,616) |
|
(585,633) |
|
(32,397,146) |
|
(33,974,364) |
|
Total |
|
|
(20,576,191) |
|
(29,418,947) |
|
(82,910,721) |
|
(92,334,404) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Cash and bank accounts |
8,315 |
|
269,333 |
|
296,616 |
|
412,340 |
|
Savings account |
23,437 |
|
36,083 |
|
454,486 |
|
986,011 |
|
Financial investments |
4,317,378 |
|
15,077,889 |
|
12,606,873 |
|
25,845,332 |
|
Total |
4,349,130 |
|
15,383,305 |
|
13,357,975 |
|
27,243,683 |
Financial investments are structured as follows:
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Applications in investment funds |
|
|
|
|
|
|
|
|
Repurchase agreements |
1,511,435 |
|
7,687 |
|
1,837,436 |
|
410,172 |
|
Certificate of bank deposits – CDB |
190,831 |
|
14,360 |
|
581,389 |
|
964,949 |
|
Other investments |
— |
|
— |
|
1,511,936 |
|
1,150,547 |
|
|
1,702,266 |
|
22,047 |
|
3,930,761 |
|
2,525,668 |
|
Applications in banks |
|
|
|
|
|
|
|
|
Repurchase agreements |
— |
|
— |
|
24,124 |
|
127,577 |
|
Certificate of bank deposits – CDB |
2,615,112 |
|
15,055,842 |
|
8,651,988 |
|
23,192,087 |
|
|
2,615,112 |
|
15,055,842 |
|
8,676,112 |
|
23,319,664 |
|
Total |
4,317,378 |
|
15,077,889 |
|
12,606,873 |
|
25,845,332 |
a) Composition
|
|
|
Financial charges |
|
Parent Company |
||||
|
Description |
|
Average debt Index |
|
Average annual interest rate |
|
June 30, 2026 |
|
December 31, 2025 |
|
Debentures |
|
CDI + 1.52% |
|
15.63% |
|
8,973,879 |
|
11,548,920 |
|
Debentures |
|
IPCA + 5.75% |
|
10.85% |
|
468,361 |
|
452,845 |
|
Debentures |
|
Fixed rate |
|
7.52% |
|
— |
|
3,358,005 |
|
Commercial bank notes |
|
CDI + 1.80% |
|
16.20% |
|
477,201 |
|
1,028,621 |
|
Total |
|
|
|
|
|
9,919,441 |
|
16,388,391 |
|
Current |
|
|
|
|
|
454,977 |
|
481,367 |
|
Non-current |
|
|
|
|
|
9,464,464 |
|
15,907,024 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
|
Financial charges |
|
Consolidated |
||||
| Description | Average debt Index | Average annual interest rate | June 30, 2026 | December 31, 2025 | ||||
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 1.52% |
|
15.63% |
|
8,973,879 |
|
11,548,920 |
|
Debentures |
|
IPCA + 5.75% |
|
10.85% |
|
468,361 |
|
452,845 |
|
Commercial bank notes |
|
CDI + 1.80% |
|
16.20% |
|
477,202 |
|
1,028,621 |
|
Perpetual Notes |
|
Fixed rate |
|
8.25% |
|
2,620,923 |
|
2,785,877 |
|
Senior Notes |
|
Fixed rate |
|
6.48% |
|
— |
|
5,924,649 |
|
|
|
|
|
|
|
12,540,365 |
|
21,740,912 |
|
Compass |
|
|
|
|
|
|
|
|
|
BNDES |
|
IPCA + 4.72% |
|
9.76% |
|
2,646,994 |
|
2,794,449 |
|
BNDES |
|
Fixed rate |
|
7.93% |
|
347,964 |
|
216,351 |
|
Loan 4.131 |
|
VC + 4.04% |
|
4.04% |
|
— |
|
828,619 |
|
Loan 4.131 |
|
CDI + 0.78% |
|
15.80% |
|
— |
|
392,139 |
|
Commercial bank notes |
|
CDI + 1.20% |
|
16.28% |
|
— |
|
54,680 |
|
Debentures |
|
CDI + 0.70% |
|
14.95% |
|
7,256,564 |
|
5,551,081 |
|
Debentures (Law 12.431) |
|
IPCA + 6.45% |
|
11.57% |
|
5,513,733 |
|
5,102,678 |
|
Debentures |
|
IGPM + 6.10% |
|
9.47% |
|
262,874 |
|
380,797 |
|
|
|
|
|
|
|
16,028,129 |
|
15,320,794 |
|
Moove |
|
|
|
|
|
|
|
|
|
Loan 4.131 |
|
CDI + 0.50% |
|
14.89% |
|
— |
|
571,160 |
|
Acquisition Finance |
|
SOFR + 1.50% |
|
5.66% |
|
1,989,711 |
|
2,104,141 |
|
Working capital |
|
SONIA + 1.30% |
|
5.40% |
|
— |
|
259,908 |
|
Export Credit Note |
|
SOFR + 1.30% |
|
4.90% |
|
262,063 |
|
282,516 |
|
Export Credit Note |
|
Fixed rate |
|
4.52% |
|
266,035 |
|
274,252 |
|
Export Prepayment |
|
SOFR + 1.40% |
|
5.15% |
|
262,654 |
|
549,611 |
|
|
|
|
|
|
|
2,780,463 |
|
4,041,588 |
|
Rumo |
|
|
|
|
|
|
|
|
|
ACF |
|
IPCA + 6.48% |
|
11.61% |
|
514,204 |
|
494,225 |
|
BNDES (Finem) |
|
URTJLP + 2.07% |
|
11.29% |
|
1,263,485 |
|
1,428,087 |
|
BNDES (Finem) |
|
IPCA |
|
4.12% |
|
26,973 |
|
27,050 |
|
BNDES (Finem) |
|
TR |
|
1.21% |
|
25,883 |
|
27,005 |
|
CCB (Bank Credit Certificate) |
|
IPCA + 0.94% |
|
5.80% |
|
779,733 |
|
814,423 |
|
Debentures |
|
CDI + 0.70% |
|
15.70% |
|
260,587 |
|
261,172 |
|
Debentures (Law 12.431) |
|
IPCA + 5.75% |
|
10.85% |
|
15,250,096 |
|
14,906,454 |
|
Export Credit Agency ("ECA") |
|
Euribor + 0,58% |
|
2.69% |
|
8,866 |
|
19,543 |
|
Senior Notes |
|
Fixed rate |
|
4.73% |
|
4,780,019 |
|
5,145,878 |
|
|
|
|
|
|
|
22,909,846 |
|
23,123,837 |
|
Total |
|
|
|
|
|
54,258,803 |
|
64,227,131 |
|
Current |
|
|
|
|
|
4,942,779 |
|
3,918,720 |
|
Non-current |
|
|
|
|
|
49,316,024 |
|
60,308,411 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
b) Movement
|
|
|
Parent Company |
|
Consolidated |
|
Balance as at January 1, 2025 |
|
16,388,391 |
|
64,227,131 |
|
Proceeds |
|
— |
|
2,935,764 |
|
Payment of principal |
|
(6,377,012) |
|
(11,977,560) |
|
Payment of interest |
|
(967,206) |
|
(2,911,654) |
|
Interest on work in progress |
|
— |
|
(36,376) |
|
Interest, exchange rate and fair value |
|
875,268 |
|
2,021,498 |
|
Balance as at June 30, 2026 |
|
9,919,441 |
|
54,258,803 |
c) Offset of assets and liabilities
|
|
Segment |
|
June 30, 2026 |
|
December 31, 2025 |
| Assets | |||||
| Credit Linked Notes | Rumo | 5,292,707 | 5,627,660 | ||
| TRS | Cosan Corporate | — | 3,359,856 | ||
| Total | 5,292,707 | 8,987,516 | |||
| Liabilities | |||||
| NCEs | Rumo | (5,292,707) | (5,627,660) | ||
| Debentures (i) | Cosan Corporate | — | (3,359,856) | ||
| Total | (5,292,707) | (8,987,516) | |||
| Net Balance | — | — |
| (i) | The debenture balance was settled in January 2026 (Note 2.2.1). |
d) Covenants
The Company and its subsidiaries are subject to compliance with various restrictive clauses, both financial and non-financial, established in loan and financing agreements.
As of June 30, 2026, the Company and its subsidiaries were in compliance with all restrictive clauses, both financial and non-financial, stipulated in the aforementioned contracts. Furthermore, some of these debt instruments include cross-default clauses.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
The Company utilizes derivative instruments, notably swaps, whose fair value is determined based on discounted Cash flows using observable market curves, to manage exposures to foreign exchange, interest rate, and inflation risks. Derivatives are classified according to their economic purpose and hedge accounting qualification.
| Parent Company | Consolidated | ||||||||||||||
| Notional | Fair value | Notional | Fair value | ||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||
| Exchange rate derivatives | |||||||||||||||
| Forward agreements | — | — | — | — | (30,346) | (3,082) | (1,886) | (3,498) | |||||||
| FX option agreements | — | — | — | — | 246,000 | 328,500 | 9,280 | 4,739 | |||||||
| — | — | — | — | 215,654 | 325,418 | 7,394 | 1,241 | ||||||||
| Commodity derivatives | |||||||||||||||
| Forward contract | — | — | — | — | (2,466) | 8,610 | (416) | (5,808) | |||||||
| — | — | — | — | (2,466) | 8,610 | (416) | (5,808) | ||||||||
| Foreing exchange and interest rate risk | |||||||||||||||
| Swap agreements (interest rate) | 200,000 | 350,000 | 13,782 | 14,965 | 200,000 | 350,000 | 13,782 | 14,965 | |||||||
| Swap agreements (interest and FX) | 2,839,750 | 8,554,135 | (87,616) | (152,998) | 11,311,785 | 18,507,533 | (1,155,784) | (560,354) | |||||||
| Swap agreements (interest and inflation) | — | — | — | — | 23,431,093 | 23,329,194 | 515,966 | 377,611 | |||||||
| 3,039,750 | 8,904,135 | (73,834) | (138,033) | 34,942,878 | 42,186,727 | (626,036) | (167,778) | ||||||||
| Share price risk | |||||||||||||||
| Swap agreements (TRS) | — | 709,561 | — | (360,530) | — | 709,561 | — | (360,530) | |||||||
| Call Spread | — | 5,594,212 | — | 119,314 | — | 5,594,212 | — | 119,314 | |||||||
| — | 6,303,773 | — | (241,216) | — | 6,303,773 | — | (241,216) | ||||||||
| Total of financial instruments | (73,834) | (379,249) | (619,058) | (413,561) | |||||||||||
| Current assets | — | 72,145 | 90,485 | 310,981 | |||||||||||
| Non-current assets | 13,782 | 134,239 | 1,852,137 | 1,956,127 | |||||||||||
| Current liabilities | — | (369,813) | (1,569,511) | (1,909,404) | |||||||||||
| Non-current liabilities | (87,616) | (215,820) | (992,169) | (771,265) | |||||||||||
| Total | (73,834) | (379,249) | (619,058) | (413,561) | |||||||||||
The breakout for debt-related and non-debt derivative financial instruments is presented below:
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Debt Financial Instruments |
(73,834) |
|
(138,034) |
|
(483,845) |
|
(135,554) |
|
Non-debt financial instruments |
— |
|
(241,215) |
|
(135,213) |
|
(278,007) |
|
|
(73,834) |
|
(379,249) |
|
(619,058) |
|
(413,561) |
Derivative financial instruments related to borrowing transactions are used exclusively for economic hedging purposes and do not constitute speculative transactions.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
a) Fair value hedge
Through its subsidiaries, the Company adopts fair value hedge accounting for certain debt transactions. There is a direct economic relationship between the hedged item (fixed-rate loan) and the hedging instrument (interest rate/exchange rate swap), with correspondence in the following aspects:
• Equivalent notional amount;
• Coinciding deadline; and
• Aligned payment period.
The Company establishes a hedging ratio close to 1:1, considering the identity of the underlying risk between the derivative and the hedged risk component of the hedged item. The effectiveness of the hedge is evaluated using the fair value variation comparison method, comparing changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk.
The main potential sources of ineffectiveness identified are:
(i) Reduction or modification of the amount or term of the item covered; and
(ii) Changes in the credit risk of the Company or the counterparties of the swaps.
Carrying amounts for items designated as hedging instruments were as follows:
|
|
|
|
|
|
|
|
Book value |
|
Accumulated fair value from hedge adjustments |
||||
| Subsidiary | Index | Notional | June 30. 2026 | December 31, 2025 | June 30. 2026 | December 31, 2025 | |||||||
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
|
|||
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2028 |
Rumo |
|
US$ + 5,30% |
|
(2,791,600) |
|
(2,433,787) |
|
(2,575,368) |
|
(208,768) |
|
(230,520) |
|
Senior Notes 2032 |
Rumo |
|
US$ + 4,20% |
|
(2,824,075) |
|
(2,346,232) |
|
(2,570,510) |
|
(255,648) |
|
(193,000) |
|
Total |
|
|
|
|
|
|
(4,780,019) |
|
(5,145,878) |
|
(464,416) |
|
(423,520) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
||||
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Compass |
|
IPCA + 3,25% |
|
(666,664) |
|
(561,015) |
|
(600,312) |
|
90,363 |
|
89,242 |
|
Debenture 14th issue - 1st Series |
Compass |
|
IPCA + 6,80% |
|
(300,000) |
|
(299,469) |
|
(280,866) |
|
7,474 |
|
6,401 |
|
Debenture 14th issue - 2nd Series |
Compass |
|
IPCA + 6,58% |
|
(700,000) |
|
(692,523) |
|
(717,294) |
|
18,853 |
|
15,042 |
|
Debentures |
Rumo |
|
IPCA + 5,62% |
|
(13,630,776) |
|
(14,666,637) |
|
(14,220,199) |
|
(1,975,918) |
|
(1,544,982) |
|
ACF |
Rumo |
|
IPCA + 6,48% |
|
(467,321) |
|
(469,586) |
|
(494,225) |
|
(24,787) |
|
(11,288) |
|
Finem |
Rumo |
|
TLP + 2,06% |
|
(17,386) |
|
(18,795) |
|
(21,469) |
|
(1,797) |
|
(1,810) |
|
CCB |
Rumo |
|
IPCA + 0,94% |
|
(876,320) |
|
(779,733) |
|
(814,423) |
|
(93,063) |
|
(78,121) |
|
Total |
|
|
|
|
|
|
(17,487,758) |
|
(17,148,788) |
|
(1,978,875) |
|
(1,525,516) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
||||
| Subsidiary | Index | Notional | Assets | Liabilities | Assets | Liabilities | |||||||
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency and interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2028 |
Rumo |
|
115% CDI |
|
2,791,600 |
|
2,445,210 |
|
2,875,840 |
|
2,591,695 |
|
2,852,107 |
|
Swap Senior Notes 2032 |
Rumo |
|
106% CDI |
|
2,824,075 |
|
2,383,080 |
|
2,806,271 |
|
2,612,445 |
|
2,801,555 |
|
Total |
|
|
|
|
|
|
4,828,290 |
|
5,682,111 |
|
5,204,140 |
|
5,653,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Compass |
|
99,80% CDI |
|
666,664 |
|
579,944 |
|
670,536 |
|
621,400 |
|
712,630 |
|
Debenture 14th issue - 1st Series |
Compass |
|
90,30% CDI |
|
300,000 |
|
310,695 |
|
310,659 |
|
312,530 |
|
308,633 |
|
Debenture 14th issue - 2nd Series |
Compass |
|
88,27% CDI |
|
700,000 |
|
723,113 |
|
724,304 |
|
729,019 |
|
719,685 |
|
Swap Debenture |
Rumo |
|
104% CDI |
|
13,630,776 |
|
14,527,958 |
|
14,038,843 |
|
14,412,764 |
|
14,027,253 |
|
ACF |
Rumo |
|
96% CDI |
|
467,321 |
|
519,456 |
|
553,010 |
|
499,641 |
|
519,387 |
|
Finem |
Rumo |
|
96% CDI |
|
17,386 |
|
19,703 |
|
17,483 |
|
21,044 |
|
19,207 |
|
CCB |
Rumo |
|
64% CDI |
|
876,320 |
|
787,466 |
|
880,410 |
|
822,384 |
|
903,152 |
|
Total |
|
|
|
|
|
|
17,468,335 |
|
17,195,245 |
|
17,418,782 |
|
17,209,947 |
b) Fair value option
Certain financial instruments were not designated in formally documented hedge accounting relationships. To eliminate accounting mismatch, the Company elected to irrevocably designate, at initial recognition, certain financial liabilities for measurement at fair value through profit or loss.
This designation applies to the financial liability itself (the hedging instrument), not to the hedged item. Fair value changes attributable to market factors (interest rates, foreign exchange) are recognized in profit or loss for the period. The portion of the change attributable to the Company's own credit risk is recognized directly in shareholders' equity as part of other comprehensive income.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
| Carrying amount | Accumulated fair value | |||||||||||||
| Subsidiary | Index | Notional | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||
| FX rate risk | ||||||||||||||
| Items | ||||||||||||||
|
PPE - BofA (i) |
|
Moove |
|
SOFR + 1,40% |
|
(50,000) |
|
(262,654) |
|
(549,611) |
|
(360) |
|
1,862 |
|
NCE - CTI (i) |
|
Moove |
|
SOFR + 1,30% |
|
(50,000) |
|
(262,063) |
|
(282,516) |
|
252 |
|
976 |
|
NCE - HSBC (i) |
|
Moove |
|
4.52% |
|
(50,000) |
|
(266,035) |
|
(274,252) |
|
816 |
|
1,283 |
|
Export Credit Agreement |
|
Rumo |
|
EUR + 0,58% |
|
(6,342) |
|
(8,866) |
|
(4,526) |
|
2 |
|
(8) |
|
Scotiabank 2023 |
|
Compass |
|
USD + 4,04% |
|
— |
|
— |
|
(828,619) |
|
— |
|
(625) |
| Total | (799,618) | (1,939,524) | 710 | 3,488 | ||||||||||
| Interest rate risk and inflation | ||||||||||||||
| Items | ||||||||||||||
|
BNDES Projects VI e VII |
|
Compass |
|
IPCA + 4,10% |
|
(66,394) |
|
(57,891) |
|
(67,724) |
|
2,251 |
|
2,844 |
|
BNDES Project VIII |
|
Compass |
|
IPCA + 3,25% |
|
(580,112) |
|
(537,982) |
|
(575,321) |
|
43,412 |
|
41,068 |
|
BNDES Project IX |
|
Compass |
|
IPCA + 5,74% |
|
(516,401) |
|
(545,006) |
|
(564,266) |
|
57,550 |
|
46,209 |
|
BNDES Project IX - Sub A |
|
Compass |
|
IPCA + 5,74% |
|
(279,580) |
|
(281,588) |
|
(291,576) |
|
25,111 |
|
19,222 |
|
BNDES Project IX - Sub A |
|
Compass |
|
IPCA + 5,74% |
|
(179,502) |
|
(180,181) |
|
(186,576) |
|
13,393 |
|
9,574 |
|
BNDES Project IX - Sub B |
|
Compass |
|
IPCA + 6,01% |
|
(287,779) |
|
(289,570) |
|
(299,933) |
|
26,466 |
|
20,339 |
|
Debenture 9th issue - 1st Series |
|
Compass |
|
IPCA + 5,12% |
|
(500,000) |
|
(582,781) |
|
(575,279) |
|
86,181 |
|
75,823 |
|
Debenture 9th issue - 2nd Series |
|
Compass |
|
IPCA + 5,22% |
|
(500,000) |
|
(518,916) |
|
(530,740) |
|
144,811 |
|
120,271 |
|
Debenture 11th issue - 1st Series |
|
Compass |
|
IPCA + 6,38% |
|
(750,000) |
|
(746,385) |
|
(757,552) |
|
87,380 |
|
58,101 |
|
Debenture 11th issue - 2nd Series |
|
Compass |
|
IPCA + 6,45% |
|
(750,000) |
|
(715,648) |
|
(739,987) |
|
105,660 |
|
68,957 |
|
Debenture 12th issue – Single series |
|
Compass |
|
IPCA + 7,17% |
|
(600,000) |
|
(603,450) |
|
(619,902) |
|
9,764 |
|
(18,877) |
|
Debenture 2nd issue – Single series |
|
Compass |
|
IPCA + 7,44% |
|
(800,000) |
|
(851,444) |
|
(881,057) |
|
16,311 |
|
3,057 |
|
Debentures |
|
Rumo |
|
IPCA + 4,68% |
|
— |
|
— |
|
(169,600) |
|
— |
|
(473) |
|
Debentures |
|
Rumo |
|
IPCA + 4,50% |
|
(600,000) |
|
(845,375) |
|
(788,138) |
|
(60,078) |
|
(63,542) |
| Total | (6,756,217) | (7,047,651) | 558,212 | 382,573 | ||||||||||
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
| Book value | ||||||||||
|
|
|
Subsidiary |
|
Index |
|
Notional |
|
June 30, 2026 |
|
December 31, 2025 |
| FX rate risk | ||||||||||
|
Derivatives instruments |
|
|
|
|
|
|
|
|
|
|
|
PPE - BofA (i) |
|
Moove |
|
CDI + 0.79% |
|
50,000 |
|
(12,660) |
|
10,069 |
|
NCE - CITI (i) |
|
Moove |
|
CDI + 0.60% |
|
50,000 |
|
(13,517) |
|
(9,119) |
|
NCE - HSBC (i) |
|
Moove |
|
CDI + 0.50% |
|
50,000 |
|
(34,681) |
|
(2,295) |
|
FX and interest rate swap |
|
Rumo |
|
BRL + 108% CDI |
|
6,342 |
|
2,189 |
|
6,000 |
|
Scotiabank 2023 |
|
Compass |
|
CDI + 1.30% |
|
— |
|
— |
|
69,736 |
| Total | (58,669) | 74,391 | ||||||||
| Interest rate risk and inflation | ||||||||||
| Derivatives instruments | ||||||||||
|
BNDES Projects VI and VII |
|
Compass |
|
87,50% CDI |
|
66,394 |
|
(2,280) |
|
(3,048) |
|
BNDES Project VIII |
|
Compass |
|
82,94% CDI |
|
580,112 |
|
(43,731) |
|
(42,744) |
|
BNDES Project IX |
|
Compass |
|
98,90% CDI |
|
516,401 |
|
38,501 |
|
33,502 |
|
BNDES Project IX - Sub A |
|
Compass |
|
95,55% CDI |
|
279,580 |
|
5,001 |
|
1,745 |
|
BNDES Project IX - Sub A |
|
Compass |
|
92,35% CDI |
|
179,502 |
|
2,876 |
|
783 |
|
BNDES Project IX - Sub B |
|
Compass |
|
98,49% CDI |
|
287,779 |
|
4,440 |
|
1,149 |
|
Debenture 9th issue - 1st Series |
|
Compass |
|
109,20% CDI |
|
500,000 |
|
51,120 |
|
37,108 |
|
Debenture 9th issue - 2nd Series |
|
Compass |
|
110,60% CDI |
|
500,000 |
|
(7,654) |
|
(7,512) |
|
Debenture 11th issue - 1st Series |
|
Compass |
|
100,45% CDI |
|
750,000 |
|
(35,526) |
|
(37,594) |
|
Debenture 11th issue - 2nd Series |
|
Compass |
|
99,70% CDI |
|
750,000 |
|
(53,979) |
|
(48,653) |
|
Debenture 12th issue – Single series |
|
Compass |
|
95,66% CDI |
|
600,000 |
|
38,049 |
|
44,360 |
|
Debenture 2nd issue – Single series |
|
Compass |
|
97,40% CDI |
|
800,000 |
|
16,398 |
|
(14,363) |
|
Debentures |
|
Rumo |
|
107% CDI |
|
— |
|
— |
|
24,126 |
|
Debentures |
|
Rumo |
|
103% CDI |
|
600,000 |
|
216,174 |
|
179,919 |
| Total | 229,389 | 168,778 | ||||||||
| (i) |
Notional presented in thousands of U.S. dollars. |
c) Cash flow hedge
Compass
Indirect subsidiary Edge Comercialização S.A. ("Edge") executed natural gas sales transactions with prices indexed to Brent. To mitigate exposure to volatility in this index, Edge formally designated such contracts as Cash flows hedge relationships.
Indirect subsidiary Terminal de Regaseificação de GNL de São Paulo ("TRSP") adopted hedge accounting to protect against Cash flows variability arising from foreign exchange risk. The strategy consists of using a U.S. dollar-denominated lease liability, already contracted, as a hedge for highly probable future revenues also denominated in U.S. dollars, projected over a 20-year horizon, due 2043.
Effective hedge gains and losses are initially recognized in other comprehensive income and reclassified to profit or loss when the hedged Cash flows actually occur.
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
Rumo
To mitigate the effects of foreign exchange volatility on highly probable future Cash flows, subsidiary Rumo contracted derivative financial instruments in the form of currency swaps and designated them as Cash flows hedges. The hedging relationship was documented at inception, with prospective effectiveness testing and subsequent retrospective assessment. Hedge effects are recognized in equity within "Other Comprehensive Income" and reclassified to profit or loss when the hedged Cash flows actually occur.
The impact of items protected by hedge accounting on the statement of financial position is presented below:
The impact of hedged items on the balance sheet is presented below:
|
|
|
|
|
|
|
|
|
Carrying amount |
||
| Subsidiary | Risk | Nocional | June 30, 2026 | December 31, 2025 | ||||||
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
Future |
|
Edge |
|
Price |
|
(7,223) |
|
3,124 |
|
(4,654) |
|
Leasing |
|
TRSP |
|
Exchange |
|
3,317,752 |
|
(97,416) |
|
(208,509) |
|
Swap exchange rate and interest |
|
Rumo |
|
Exchange |
|
1,037,179 |
|
(187,705) |
|
(109,510) |
|
Total |
|
|
|
|
|
|
|
(281,997) |
|
(322,673) |
|
(-) Deferred tax |
|
|
|
|
|
|
|
95,879 |
|
109,709 |
The effect of Cash flows hedging on the income statement and other comprehensive income is shown below:
|
|
|
|
|
|
|
Write-offs |
|
Ineffectiveness |
|
|
||
|
|
|
Balance as of January 1, 2026 |
|
Designations |
|
Net sales |
|
Cost of sales |
|
Financial results |
|
Balance as of June 30, 2026 |
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
(4,654) |
|
(9,087) |
|
52,475 |
|
(30,270) |
|
(5,340) |
|
3,124 |
|
Leasing |
|
(208,509) |
|
108,206 |
|
2,638 |
|
— |
|
249 |
|
(97,416) |
|
Swap exchange rate and interest |
|
(109,510) |
|
(126,860) |
|
— |
|
48,665 |
|
— |
|
(187,705) |
|
Total |
|
(322,673) |
|
(27,741) |
|
55,113 |
|
18,395 |
|
(5,091) |
|
(281,997) |
Sources of hedge accounting ineffectiveness, although historically immaterial, may arise from the following factors:
(i) Timing mismatches between Cash flows of hedged items and hedging instruments;
(ii) Use of distinct reference indices, resulting in divergent risk curves between hedged items and hedging instruments;
(iii) Differing effects of counterparty credit risk and the entity’s own credit risk on fair value changes of hedging instruments and hedged items;
(iv) Changes in projections of expected Cash flows for hedged items and hedging instruments.
The Company continuously monitors sources of ineffectiveness, employing quantitative and qualitative analyses to assess impacts on fair value and hedge effectiveness. These practices align with accounting and treasury policies.
| 40 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
a) Trade receivable and payable with related parties:
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
6,762 |
|
3,278 |
|
37,200 |
|
70,001 |
|
Rumo S.A. and its subsidiaries |
35,177 |
|
21,324 |
|
— |
|
— |
|
CLI Sul S.A. |
10 |
|
10 |
|
25,873 |
|
14,431 |
|
Cosan Lubrificantes e Especialidades S.A. |
4,750 |
|
4,309 |
|
— |
|
— |
|
Compass Gás e Energia S.A. and its subsidiaries |
20,223 |
|
15,207 |
|
— |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
14,286 |
|
14,286 |
| Associação Gestora da Ferrovia Internado Porto de Santos (AG-FIPS) | — | — | 70,102 | 49,397 | |||
|
Radar Gestão de Investimentos S.A. |
— |
|
1,299 |
|
— |
|
1,299 |
|
Radar Group |
1,859 |
|
1,017 |
|
— |
|
— |
|
BTG Pactual and its subsidiaries |
— |
|
— |
|
26,967 |
|
— |
|
Other |
808 |
|
325 |
|
3,210 |
|
501 |
|
|
69,589 |
|
46,769 |
|
177,638 |
|
149,915 |
|
Financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
51,252 |
|
49,634 |
|
51,252 |
|
49,634 |
|
Cosan Lubrificantes e Especialidades S.A. |
17,719 |
|
21,433 |
|
— |
|
— |
|
|
68,971 |
|
71,067 |
|
51,252 |
|
49,634 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
138,560 |
|
117,836 |
|
228,890 |
|
199,549 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
— |
|
8,333 |
|
|
— |
|
— |
|
— |
|
8,333 |
|
|
|
|
|
|
|
|
|
|
Financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
107,647 |
|
102,476 |
|
— |
|
— |
|
CLI Sul S.A. |
— |
|
— |
|
— |
|
12,000 |
|
Other |
— |
|
— |
|
14 |
|
15 |
| Aguassanta Negócios S.A. | 2,696 | — | 2,696 | — | |||
| 110,343 | 102,476 | 2,710 | 12,015 | ||||
| Total non-current assets | 110,343 | 102,476 | 2,710 | 20,348 | |||
|
Related parties receivables |
248,903 |
|
220,312 |
|
231,600 |
|
219,897 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
| Parent Company | Consolidated | ||||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
| Current liabilities | |||||||
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
9,678 |
|
5,585 |
|
142,400 |
|
164,788 |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
515 |
|
95 |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
29,241 |
|
43,607 |
|
Compass Gás e Energia S.A. and its subsidiaries |
6 |
|
518 |
|
— |
|
— |
|
Cosan Lubrificantes e Especialidades S.A. |
5,765 |
|
53 |
|
— |
|
— |
|
BTG Pactual and subsidiaries |
— |
|
— |
|
2,448 |
|
— |
|
Other |
108 |
|
328 |
|
2,688 |
|
315 |
|
|
15,557 |
|
6,484 |
|
177,292 |
|
208,805 |
|
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
144,380 |
|
110,186 |
|
146,659 |
|
111,548 |
|
Cosan Lubrificantes e Especialidades S.A. |
17,176 |
|
13,914 |
|
— |
|
— |
|
Cosan Overseas Limited |
33,449 |
|
35,554 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
— |
|
67,424 |
|
— |
|
— |
|
Other |
— |
|
— |
|
564 |
|
563 |
|
|
195,005 |
|
227,078 |
|
147,223 |
|
112,111 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
210,562 |
|
233,562 |
|
324,515 |
|
320,916 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Other |
68 |
|
87 |
|
69 |
|
88 |
|
|
68 |
|
87 |
|
69 |
|
88 |
|
Financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
668,685 |
|
617,920 |
|
— |
|
— |
| Cosan Luxembourg S.A. (i) | — | 2,008,376 | — | — | |||
| Aguassanta Negócios S.A. (ii) | 30,780 | — | 30,780 | — | |||
|
Cosan Overseas Limited |
2,606,418 |
|
2,770,458 |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
1,078 |
|
1,078 |
|
1,078 |
|
1,078 |
|
|
3,306,961 |
|
5,397,832 |
|
31,858 |
|
1,078 |
|
Total non-current liabilities |
3,307,029 |
|
5,397,919 |
|
31,927 |
|
1,166 |
|
Payables to related party |
3,517,591 |
|
5,631,481 |
|
356,442 |
|
322,082 |
| (i) | On January 23, 2026, Cosan S.A., together with its subsidiary Cosan Lux, settled the loans contracted under the export prepayment (PPE) and Floating Rate Notes (FRN) modalities. |
| (ii) | The balance relates to provisions for legal proceedings arising from a corporate reorganization whereby the entities succeeded by Aguassanta contributed capital, together with the assets and liabilities of their sugar and ethanol operations, to Irmãos Franceschi Agrícola Industrial e Comercial Ltda. (currently the Company). Following this transaction, the Company succeeded to the industrial and agricultural operations and became responsible for the related liabilities, including the management of legal proceedings, litigation costs and any resulting settlements or judgments, notwithstanding that such obligations remain formally registered under Aguassanta's CNPJ. The Company recognizes these obligations as it has assumed control over, and the risks and rewards associated with, the succeeded operations. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
b) Transactions with related parties:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
— |
|
— |
|
— |
|
— |
|
288,280 |
|
218,966 |
|
386,733 |
|
352,035 |
|
CLI Sul S.A. |
— |
|
— |
|
— |
|
— |
|
735 |
|
— |
|
1,011 |
|
— |
|
BTG Pactual and subsidiaries |
— |
|
— |
|
— |
|
— |
|
284,025 |
|
— |
|
458,242 |
|
— |
|
Other |
— |
|
— |
|
— |
|
— |
|
— |
|
(1,021) |
|
— |
|
2,642 |
|
|
— |
|
— |
|
— |
|
— |
|
573,040 |
|
217,945 |
|
845,986 |
|
354,677 |
|
Purchase of products / inputs / services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
(341) |
|
(528) |
|
(504) |
|
(558) |
|
(656,548) |
|
(642,638) |
|
(1,219,699) |
|
(1,150,265) |
|
Radar Gestão de Investimentos S.A. |
— |
|
— |
|
— |
|
— |
|
(10,824) |
|
(15,100) |
|
(21,649) |
|
(30,329) |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
— |
|
— |
|
(10,820) |
|
— |
|
(34,470) |
|
— |
|
BTG Pactual and subsidiaries |
— |
|
— |
|
— |
|
— |
|
(4,849) |
|
— |
|
(11,134) |
|
— |
|
Other |
— |
|
— |
|
— |
|
— |
|
— |
|
(2,625) |
|
— |
|
(3,875) |
|
|
(341) |
|
(528) |
|
(504) |
|
(558) |
|
(683,041) |
|
(660,363) |
|
(1,286,952) |
|
(1,184,469) |
|
Shared income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Gás e Energia S.A. and its subsidiaries |
8,472 |
|
13,582 |
|
16,319 |
|
31,945 |
|
— |
|
— |
|
— |
|
— |
|
Cosan Lubrificantes e Especialidades S.A. |
1,822 |
|
2,334 |
|
3,540 |
|
5,426 |
|
— |
|
— |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
(935) |
|
(960) |
|
(2,424) |
|
(479) |
|
(21,655) |
|
(26,050) |
|
(49,243) |
|
(50,152) |
|
Rumo S.A. and its subsidiaries |
13,017 |
|
16,967 |
|
25,293 |
|
33,899 |
|
— |
|
— |
|
— |
|
— |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
— |
|
— |
|
(32,299) |
|
(34,587) |
|
(68,140) |
|
(59,711) |
|
BTG Pactual and subsidiaries |
— |
|
— |
|
— |
|
— |
|
28,738 |
|
— |
|
28,935 |
|
— |
|
Other |
1,162 |
|
1,301 |
|
1,661 |
|
2,083 |
|
(167) |
|
44 |
|
(680) |
|
46 |
|
|
23,538 |
|
33,224 |
|
44,389 |
|
72,874 |
|
(25,383) |
|
(60,593) |
|
(89,128) |
|
(109,817) |
|
Financial result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
— |
|
77,185 |
|
35,469 |
|
241,001 |
|
— |
|
— |
|
— |
|
— |
|
Cosan Overseas Limited |
(30,082) |
|
86,751 |
|
59,467 |
|
255,741 |
|
— |
|
— |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
— |
|
— |
|
— |
|
(10,507) |
|
— |
|
— |
|
— |
|
(10,507) |
|
Moove Lubricants Limited |
— |
|
1 |
|
— |
|
(4) |
|
— |
|
— |
|
— |
|
— |
|
BTG Pactual and subsidiaries (i) |
(49,203) |
|
— |
|
(50,342) |
|
— |
|
6,416 |
|
— |
|
29,578 |
|
— |
|
Ligga S.A. |
— |
|
5,240 |
|
— |
|
10,410 |
|
— |
|
5,240 |
|
— |
|
10,410 |
|
Other |
(5) |
|
— |
|
(9) |
|
— |
|
(5) |
|
— |
|
(9) |
|
— |
|
|
(79,290) |
|
169,177 |
|
44,585 |
|
496,641 |
|
6,411 |
|
5,240 |
|
29,569 |
|
(97) |
|
Total |
(56,093) |
|
201,873 |
|
88,470 |
|
568,957 |
|
(128,973) |
|
(497,771) |
|
(500,525) |
|
(939,706) |
| (i) | As disclosed in Explanatory Note 5.8, of the total interest accrued and principal repayments made during the period, R$ 145,191 and R$ 137,885, respectively, relate to transactions with BTG Pactual, a related party of the Company. As of June 30, 2026, the outstanding balance payable to this related party totaled R$ 2,008,473. Additionally, the financial result balance with BTG Pactual Holding Participações SA and its subsidiaries includes income from financial investments held with that institution, in the amount of R$ 174,769, the balance of which was R$ 3,237,670 at the end of the period. These transactions were carried out under market conditions (arm's length). |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
c) Other transactions:
As mentioned in Explanatory Note 2.1.6, among the transaction costs recorded in shareholders’ equity, R$ 11,345 were paid to BTG in its capacity as lead coordinator of Compass's initial public offering of shares.
As disclosed in Explanatory Note 2.2.2, of the total transaction costs paid during the period and recognized as transaction costs, R$ 27,424 were paid to BTG.
d) Managers’ and directors’ compensation:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Short-term employee and key management benefits |
11,929 |
|
34,301 |
|
23,097 |
|
43,747 |
|
43,873 |
|
67,156 |
|
85,897 |
|
107,148 |
|
Share based compensation |
4,399 |
|
4,239 |
|
17,159 |
|
7,590 |
|
21,544 |
|
8,208 |
|
38,095 |
|
15,840 |
|
Post-employment benefits |
77 |
|
53 |
|
154 |
|
107 |
|
757 |
|
671 |
|
1,421 |
|
1,273 |
|
Other long-term benefits |
— |
|
— |
|
— |
|
— |
|
2,244 |
|
486 |
|
2,244 |
|
971 |
|
Total |
16,405 |
|
38,593 |
|
40,410 |
|
51,444 |
|
68,418 |
|
76,521 |
|
127,657 |
|
125,232 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Material and services suppliers |
1,877 |
|
870 |
|
3,168,578 |
|
3,284,618 |
|
Natural gas / transport and logistics suppliers |
— |
|
— |
|
951,902 |
|
812,884 |
|
|
1,877 |
|
870 |
|
4,120,480 |
|
4,097,502 |
|
|
|
|
|
|
|
|
|
|
Current |
1,877 |
|
870 |
|
4,100,978 |
|
4,078,511 |
|
Non-current |
— |
|
— |
|
19,502 |
|
18,991 |
|
Total |
1,877 |
|
870 |
|
4,120,480 |
|
4,097,502 |
The carrying amounts of short-term financial assets and liabilities do not differ significantly from their fair value. The carrying amounts and fair value of consolidated assets and liabilities are as follows:
|
|
|
|
Accounting Balance |
|
Assets and liabilities measured at fair value |
||||||||||||
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
||||||||
|
|
Note |
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funds |
5.1 |
|
3,930,761 |
|
2,525,668 |
|
— |
|
3,930,761 |
|
— |
|
— |
|
2,525,668 |
|
— |
|
Marketable securities |
|
|
5,555,061 |
|
2,992,593 |
|
— |
|
5,555,061 |
|
— |
|
307,177 |
|
2,685,416 |
|
— |
|
Other financial assets |
|
|
339 |
|
5,805 |
|
339 |
|
— |
|
— |
|
5,805 |
|
— |
|
— |
|
Investment properties (i) |
|
|
16,259,761 |
|
18,221,781 |
|
— |
|
— |
|
16,259,761 |
|
— |
|
— |
|
18,221,781 |
|
Derivative financial instruments |
5.3 |
|
1,942,622 |
|
2,267,108 |
|
— |
|
1,942,622 |
|
— |
|
— |
|
2,267,108 |
|
— |
|
Total |
|
|
27,688,544 |
|
26,012,955 |
|
339 |
|
11,428,444 |
|
16,259,761 |
|
312,982 |
|
7,478,192 |
|
18,221,781 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
(54,258,803) |
|
(64,227,131) |
|
— |
|
(55,830,313) |
|
— |
|
— |
|
(64,136,362) |
|
— |
|
Derivative financial instruments |
5.3 |
|
(2,561,680) |
|
(2,680,669) |
|
— |
|
(2,561,680) |
|
— |
|
— |
|
(2,680,669) |
|
— |
|
Other accounts payable (ii) |
|
|
(11,854) |
|
(11,854) |
|
— |
|
— |
|
(11,854) |
|
— |
|
— |
|
(11,854) |
|
Total |
|
|
(56,832,337) |
|
(66,919,654) |
|
— |
|
(58,391,993) |
|
(11,854) |
|
— |
|
(66,817,031) |
|
(11,854) |
| (i) | The fair value of investment properties was determined based on the direct comparative method of market data applied to transactions with similar properties (type, location, and quality of property) and, to some extent, based on sales quotations for potential transactions with comparable assets (level 3). The methodology used in determination the fair value takes into account direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, land access, topography and soil, land use (type of crop), and rainfall level , among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (“ABNT”). For the period ending June 30, 2026, the discount rate used was 9.24% per annum (9.25% per annum on December 31, 2025). |
| (ii) | This refers to the contingent consideration (earn-out) negotiated in the acquisition process of the indirect subsidiary Biometano Verde Paulínia, measured at fair value using a assessment technique based on the present value of expected cash flows. The measurement considers the monetary restatement stipulated in the contract. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
For debts whose market value is quoted on the Luxembourg Stock Exchange (or “LuxSE”), the fair value measurement is based on the quoted market price as follows:
|
Debts |
|
Company |
|
June 30, 2026 |
|
December 31, 2025 |
|
Senior Notes due 2028 |
|
Rumo Luxembourg S.à r.l. |
|
98.51 % |
|
97.32 % |
|
Senior Notes due 2032 |
|
Rumo Luxembourg S.à r.l. |
|
89.54 % |
|
84.30 % |
a) Market Risk
Foreign exchange risk
The Company presents the following net exposure to foreign exchange variation of assets and liabilities denominated in US dollars, euros and British pounds, for companies whose functional currency is the Brazilian real.
|
|
June 30, 2026 |
|
December 31, 2025 |
|
Cash and cash equivalents |
425,978 |
|
649,107 |
|
Marketable securities |
64,394 |
|
97,005 |
|
Trade receivable |
379,656 |
|
71,555 |
|
Trade payables |
(560,705) |
|
(417,312) |
|
Loans, borrowings and debentures |
(8,273,085) |
|
(15,949,122) |
|
Lease |
(1,879,662) |
|
(2,043,650) |
|
Consideration payable |
(161,831) |
|
(195,057) |
|
Derivative financial instruments (notional) |
7,152,764 |
|
14,851,873 |
|
Foreign exchange exposure, net |
(2,852,491) |
|
(2,935,601) |
The likely scenario considers the estimated exchange rates at the maturity of the transactions, as presented below:
|
|
|
|
|
|
|
Scenarios |
||||||
|
Instrument |
|
Risk factor |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
Low FX rate |
|
4,425 |
|
110,374 |
|
216,322 |
|
(101,523) |
|
(207,471) |
|
Marketable securities |
|
Low FX rate |
|
415 |
|
16,618 |
|
32,820 |
|
(15,787) |
|
(31,989) |
|
Trade receivable |
|
Low FX rate |
|
2,707 |
|
98,044 |
|
193,381 |
|
(92,630) |
|
(187,967) |
|
Trade payables |
|
High FX rate |
|
(5,643) |
|
(145,233) |
|
(284,823) |
|
133,946 |
|
273,537 |
|
Loans, borrowings and debentures |
|
High FX rate |
|
(53,855) |
|
(2,116,784) |
|
(4,202,293) |
|
2,054,231 |
|
4,139,739 |
|
Lease |
|
High FX rate |
|
(12,131) |
|
(485,079) |
|
(958,027) |
|
460,818 |
|
933,766 |
|
Consideration payable |
|
High FX rate |
|
(1,042) |
|
(41,681) |
|
(82,319) |
|
39,597 |
|
80,235 |
|
Derivative financial instruments (notional) |
|
Low FX rate |
|
(99,463) |
|
1,546,817 |
|
3,163,350 |
|
(1,662,700) |
|
(3,242,124) |
|
Impacts on profit or loss before taxes |
|
|
|
(160,242) |
|
(843,188) |
|
(1,578,462) |
|
650,905 |
|
1,423,288 |
|
Impacts on other comprehensive income |
|
|
|
(4,345) |
|
(173,736) |
|
(343,127) |
|
165,047 |
|
334,438 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
|
Exchange rate sensitivity analysis |
||||||||||
|
|
|
June 30, 2026 |
|
Scenarios |
||||||||
|
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
|
U.S.$ |
|
5.1766 |
|
5.2100 |
|
6.5125 |
|
7.8150 |
|
3.9075 |
|
2.6050 |
|
Euro |
|
5.9106 |
|
6.1999 |
|
7.7499 |
|
9.2999 |
|
4.6499 |
|
3.1000 |
|
GBP |
|
6.8637 |
|
7.1377 |
|
8.9221 |
|
10.7066 |
|
5.3533 |
|
3.5689 |
Interest rate risk
The following is a sensitivity analysis of interest rates on loans and borrowings, leasing, and other liabilities, with a counterpart to investments in CDI, with increases and reductions of 25% and 50%, before taxes:
|
|
|
|
|
Scenarios |
||||||
|
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
1,838,243 |
|
2,297,800 |
|
2,757,373 |
|
1,378,685 |
|
919,129 |
|
Marketable securities |
|
731,499 |
|
914,350 |
|
1,097,249 |
|
548,601 |
|
365,750 |
|
Restricted cash |
|
32,080 |
|
40,100 |
|
48,120 |
|
24,060 |
|
16,040 |
|
Lease and concession in installments |
|
(121,241) |
|
(151,507) |
|
(181,861) |
|
(90,887) |
|
(60,620) |
|
Leases liabilities |
|
(490,416) |
|
(504,320) |
|
(518,307) |
|
(476,483) |
|
(462,579) |
|
Derivative financial instruments |
|
(2,987,855) |
|
(3,815,892) |
|
(4,591,646) |
|
(2,266,268) |
|
(1,487,291) |
|
Loans, borrowings and debentures |
|
(3,972,730) |
|
(4,762,650) |
|
(5,703,851) |
|
(2,970,386) |
|
(2,023,770) |
|
Other financial liabilities |
|
(105,744) |
|
(132,180) |
|
(158,617) |
|
(79,308) |
|
(52,873) |
|
Put option liability on subsidiary shares |
|
(578,777) |
|
(745,334) |
|
(888,001) |
|
(460,001) |
|
(317,334) |
|
Liability from financing secured by shares |
|
(462,061) |
|
(546,335) |
|
(649,762) |
|
(339,483) |
|
(236,056) |
|
Impacts on profit or loss before taxes |
|
(6,117,002) |
|
(7,405,968) |
|
(8,789,303) |
|
(4,731,470) |
|
(3,339,604) |
The likely scenario considers the estimated interest rate, calculated by a specialized third party and the Central Bank of Brazil ("BACEN"), as presented below:
|
|
|
|
|
Scenarios |
||||||
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
SELIC |
|
13.98% |
|
17.47% |
|
20.97% |
|
10.48% |
|
6.99% |
|
CDI |
|
13.88% |
|
17.35% |
|
20.82% |
|
10.41% |
|
6.94% |
|
TJLP462 (TJLP + 1% p.a.) |
|
9.90% |
|
12.13% |
|
14.35% |
|
7.68% |
|
5.45% |
|
TJLP |
|
8.90% |
|
11.13% |
|
13.35% |
|
6.68% |
|
4.45% |
|
IPCA |
|
4.33% |
|
5.41% |
|
6.50% |
|
3.25% |
|
2.17% |
|
IGPM |
|
3.85% |
|
4.81% |
|
5.77% |
|
2.88% |
|
1.92% |
|
Fed Funds |
|
3.25% |
|
4.06% |
|
4.88% |
|
2.44% |
|
1.63% |
|
SOFR |
|
3.16% |
|
3.95% |
|
4.74% |
|
2.37% |
|
1.58% |
|
CPI |
|
2.08% |
|
2.60% |
|
3.13% |
|
1.56% |
|
1.04% |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
Price risk
|
|
|
|
|
Scenarios |
||||||||||
|
Instrument |
|
Risk factor |
|
Exposure |
|
Provável |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Commodities derivatives |
|
Price Change in US$ / bbl |
|
(2,242) |
|
(416) |
|
23,836 |
|
48,088 |
|
(24,668) |
|
(48,920) |
Call Option (“Call”)
The Company holds a purchase option that grants it the right to repurchase all of Cosan Nove 's preferred shares, which may be exercised starting in the third year after the signing of the respective agreements, in December 2022.
On June 30, 2026, the purchase option was underpriced.
Contingent put option
In the shareholders' agreement signed in December 2022 between the Company and Itaú, regarding the issuance of Cosan Nove preferred shares, it was defined that the financial institution holds a contingent put option, exercisable only when specific material adverse effects, as stipulated in the contract, occur. These effects are under the Company's control and, therefore, do not constitute a financial obligation.
The option's exercise price is calculated based on the initial investment value, adjusted by a CDI rate + spread, less dividends received by the non-controlling shareholder during that period. As of June 30, 2026, the exercise price of this option is R$ 2,660,300.
b) Credit risk
The Company's regular operations expose it to potential defaults when customers, suppliers, and counterparties fail to meet their financial or other obligations. The credit risk exposure was as follows:
|
|
June 30, 2026 |
|
December 31, 2025 |
|
Cash and cash equivalents |
13,357,975 |
|
27,243,683 |
|
Trade receivables |
4,575,675 |
|
3,669,163 |
|
Marketable securities |
5,555,061 |
|
2,685,417 |
|
Restricted cash |
231,069 |
|
228,768 |
|
Financial guarantees |
5,267,757 |
|
2,620,840 |
|
Derivative financial instruments |
1,942,622 |
|
2,267,108 |
|
Receivables from related parties |
231,600 |
|
219,897 |
|
Receivable dividends and interest on equity |
51,664 |
|
35,410 |
|
Other financial assets |
339 |
|
5,805 |
|
Total |
31,213,762 |
|
38,976,091 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
The Company is exposed to risks related to its cash management activities and temporary investments.
The credit risk of cash and cash equivalents, marketable securities, restricted cash, and derivatives financial instruments is determined by widely accepted market rating agencies, as presented below:
|
|
June 30, 2026 |
|
December 31, 2025 |
|
AAA |
20,403,093 |
|
23,289,686 |
|
AA |
618,933 |
|
9,037,928 |
|
Not rated |
64,701 |
|
97,362 |
|
Total |
21,086,727 |
|
32,424,976 |
c) Liquidity risk
The Company's financial liabilities, classified by maturity dates (based on contracted undiscounted cash flows), are as follows:
|
|
June 30, 2026 |
|
December 31, 2025 |
||||||||
|
|
Up to 1 year |
|
From 1 to 2 years |
|
From 2 to 5 years |
|
Over 5 years |
|
Total |
|
Total |
|
Loans, borrowings and debentures |
(8,567,554) |
|
(14,514,049) |
|
(30,695,030) |
|
(47,565,622) |
|
(101,342,255) |
|
(118,589,890) |
|
Trade payables |
(4,100,978) |
|
(19,502) |
|
— |
|
— |
|
(4,120,480) |
|
(4,097,502) |
|
Other financial liabilities |
(602,387) |
|
— |
|
— |
|
— |
|
(602,387) |
|
(1,096,884) |
|
Installment of tax debts |
(14,012) |
|
(18,429) |
|
(9,996) |
|
(234,405) |
|
(276,842) |
|
(255,718) |
|
Leases |
(978,408) |
|
(965,782) |
|
(1,087,033) |
|
(20,812,074) |
|
(23,843,297) |
|
(24,000,264) |
|
Lease and concession in installments |
(250,502) |
|
(246,160) |
|
(488,744) |
|
(225,301) |
|
(1,210,707) |
|
(1,106,126) |
|
Related party payables |
(324,515) |
|
(31,927) |
|
— |
|
— |
|
(356,442) |
|
(322,082) |
|
Dividends payable |
(324,698) |
|
— |
|
— |
|
— |
|
(324,698) |
|
(226,484) |
|
Consideration payable |
(9,059) |
|
(9,059) |
|
(31,318) |
|
(87,619) |
|
(137,055) |
|
(155,311) |
|
Derivative financial instruments |
(2,197,528) |
|
(1,755,360) |
|
(646,112) |
|
12,184,735 |
|
7,585,735 |
|
7,800,848 |
|
Sectoral financial liabilities (i) |
(87,702) |
|
— |
|
— |
|
— |
|
(87,702) |
|
(96,719) |
|
Put option liability on subsidiary shares |
— |
|
— |
|
(1,333,333) |
|
(2,666,667) |
|
(4,000,000) |
|
(4,000,000) |
|
Liability from financing secured by shares |
(3,247,156) |
|
— |
|
— |
|
— |
|
(3,247,156) |
|
(3,225,338) |
|
|
(20,704,499) |
|
(17,560,268) |
|
(34,291,566) |
|
(59,406,953) |
|
(131,963,286) |
|
(149,371,470) |
| (i) | The Company, through its subsidiary Compass, maintains a sector-specific liability classified as a non-current liability. This liability arises from regulatory obligations specific to the natural gas distribution sector. |
Due to uncertainty regarding the exact payment date of these obligations, the liability was not included in the maturity schedule. The Company recognizes this liability in accordance with applicable accounting standards, pending regulatory definition to determine the settlement schedule.
|
|
|
June 30, 2026 |
|
Balance as of January 1, 2026 |
|
3,844,648 |
|
Amortization of funding costs |
|
11,108 |
|
Interest rate update |
|
290,537 |
|
Amortization |
|
(275,769) |
|
Balance as of June 30, 2026 |
|
3,870,524 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
a) Parent Company
|
|
Balance as of January 1, 2026 |
|
Interest in earnings of investors |
|
Capital increase |
|
Transactions with shareholders |
|
Other comprehensive income |
|
Declared dividends |
|
Purchase of shareholding (2.1.6) |
|
Incorporation of a subsidiary (i) |
|
Other |
|
Balance as of June 30, 2026 |
|
Dividends receivable |
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda. |
6,792 |
|
4,286 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
11,078 |
|
— |
|
Cosan Nove Participações S.A. |
6,491 |
|
248 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,739 |
|
— |
|
Cosan Dez Participações S.A. |
5,041,185 |
|
457,839 |
|
14,000 |
|
|
|
94,405 |
|
(453,877) |
|
|
|
(1,252,773) |
|
15,569 |
|
3,916,348 |
|
189,825 |
|
Cosan Oito S.A. |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Cosan Global |
103,057 |
|
(37,332) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
65,725 |
|
— |
|
Fundo Celeste de Investimento |
490,295 |
|
38,672 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
528,967 |
|
— |
|
Cosan Luxembourg S.A. |
— |
|
(284,953) |
|
429,489 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
144,536 |
|
— |
|
Other |
24,796 |
|
(193) |
|
(60) |
|
— |
|
(603) |
|
— |
|
— |
|
— |
|
(57) |
|
23,883 |
|
— |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
1,291,759 |
|
12,539 |
|
— |
|
— |
|
62 |
|
(5,162) |
|
— |
|
— |
|
— |
|
1,299,198 |
|
— |
|
Radar Propriedades Agrícolas S.A. |
246,182 |
|
12,084 |
|
— |
|
— |
|
— |
|
(20,541) |
|
— |
|
— |
|
— |
|
237,725 |
|
— |
|
Nova Agrícola Ponte Alta S.A. |
515,506 |
|
5,424 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
520,930 |
|
10,085 |
|
Nova Santa Bárbara Agrícola S.A. |
13,119 |
|
252 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
13,371 |
|
— |
|
Nova Amaralina S.A. Propriedades Agrícolas |
262,881 |
|
4,045 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
266,926 |
|
3,494 |
|
Terras da Ponte Alta S.A. |
99,498 |
|
(2,158) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
97,340 |
|
— |
|
Paineira Propriedades Agrícolas S.A. |
243,684 |
|
6,041 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
249,725 |
|
— |
|
Manacá Propriedades Agrícolas S.A. |
239,235 |
|
5,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
244,588 |
|
— |
|
Castanheira Propriedades Agrícolas S.A. |
334,509 |
|
(37,491) |
|
1,038 |
|
— |
|
— |
|
(5,803) |
|
— |
|
— |
|
— |
|
292,253 |
|
— |
|
Tellus Brasil Participações S.A. |
812,875 |
|
(3,950) |
|
— |
|
— |
|
— |
|
(5,473) |
|
— |
|
— |
|
— |
|
803,452 |
|
— |
|
Janus Brasil Participações S.A. |
1,286,450 |
|
10,533 |
|
— |
|
— |
|
— |
|
(3,083) |
|
— |
|
— |
|
— |
|
1,293,900 |
|
— |
|
Duguetiapar Empreendimentos e Participações S.A. |
197 |
|
1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
198 |
|
43 |
|
Gamiovapar Empreendimentos e Participações S.A. |
147,453 |
|
3,725 |
|
— |
|
— |
|
— |
|
(1,859) |
|
— |
|
— |
|
— |
|
149,319 |
|
— |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
1,211,742 |
|
158,400 |
|
— |
|
— |
|
(59,838) |
|
— |
|
— |
|
— |
|
— |
|
1,310,304 |
|
— |
|
Cosan Paraguay S.A. |
142 |
|
15 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
157 |
|
— |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
4,196,010 |
|
184,523 |
|
— |
|
18,991 |
|
(17,409) |
|
— |
|
— |
|
— |
|
3,693 |
|
4,385,808 |
|
60,981 |
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Gás e Energia S.A. |
— |
|
12,245 |
|
— |
|
1,592,691 |
|
911 |
|
— |
|
(2,289,128) |
|
1,171,665 |
|
5,150 |
|
493,534 |
|
— |
|
Total investment in subsidiaries |
16,573,858 |
|
550,148 |
|
444,467 |
|
1,611,682 |
|
17,528 |
|
(495,798) |
|
(2,289,128) |
|
(81,108) |
|
24,355 |
|
16,356,004 |
|
264,428 |
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pasadena Empreendimentos e Participações S.A. |
(287) |
|
(16) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(15) |
|
(318) |
|
— |
|
Cosan Luxembourg S.A. |
(371,031) |
|
— |
|
371,031 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Total provision for uncovered liability of subsidiary |
(371,318) |
|
(16) |
|
371,031 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(15) |
|
(318) |
|
— |
|
Total |
16,202,540 |
|
550,132 |
|
815,498 |
|
1,611,682 |
|
17,528 |
|
(495,798) |
|
(2,289,128) |
|
(81,108) |
|
24,340 |
|
16,355,686 |
|
264,428 |
| (i) | On April 27, 2026, the partial and disproportionate spin-off of Cosan Dez Participações S.A. (“Cosan Dez”) was approved, with the transfer to the Company of the stake previously held indirectly in Compass Gás e Energia S.A. (“Compass”), without impacting the Company's shareholders’ equity or share capital. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Balance as of January 1, 2026 |
|
Interested in earnings of investees |
|
Capital increase |
|
Other comprehensive income |
|
Dividends |
|
Transaction with shareholders |
|
Other |
|
Balance as of June 30, 2026 |
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia de Gás de São Paulo - COMGÁS |
28,586 |
|
5,688 |
|
— |
|
315 |
|
(4,933) |
|
— |
|
1,793 |
|
31,449 |
|
Commit Gás S.A. |
1,400,005 |
|
87,640 |
|
— |
|
10 |
|
(127,428) |
|
— |
|
— |
|
1,360,227 |
|
Companhia Paranaense de Gás - COMPAGAS |
448,228 |
|
11,938 |
|
— |
|
21 |
|
(9,699) |
|
— |
|
— |
|
450,488 |
|
Biometano Verde Paulínia S.A. |
233,436 |
|
(10,014) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
223,422 |
|
Compass Gás e Energia |
639,149 |
|
84,816 |
|
— |
|
14,786 |
|
— |
|
693,032 |
|
5,378 |
|
1,437,161 |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
9,852,429 |
|
432,883 |
|
— |
|
(40,025) |
|
(15,601) |
|
62,029 |
|
9,170 |
|
10,300,885 |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
721,580 |
|
84,460 |
|
— |
|
(25,645) |
|
— |
|
— |
|
79 |
|
780,474 |
|
Corporativo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil Consultoria Ltda |
5 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5 |
|
Cosan Nove Participações S.A. |
946 |
|
37 |
|
— |
|
— |
|
— |
|
— |
|
(3) |
|
980 |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. |
5,229,793 |
|
42,997 |
|
— |
|
— |
|
(12,535) |
|
— |
|
— |
|
5,260,255 |
|
Tellus Brasil Participações S.A. |
3,304,581 |
|
(16,060) |
|
— |
|
— |
|
(22,253) |
|
— |
|
— |
|
3,266,268 |
|
Gamiovapar Empreendimentos e Participações S.A. |
599,441 |
|
15,146 |
|
— |
|
— |
|
(7,559) |
|
— |
|
— |
|
607,028 |
|
Duguetiapar Empreendimentos e Participações S.A. |
801 |
|
4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
805 |
|
Radar II Propriedades Agrícolas S.A. |
1,291,759 |
|
12,539 |
|
— |
|
62 |
|
(5,162) |
|
— |
|
— |
|
1,299,198 |
|
Radar Propriedades Agrícolas S.A. |
246,182 |
|
12,084 |
|
— |
|
— |
|
(20,541) |
|
— |
|
— |
|
237,725 |
|
Nova Agrícola Ponte Alta S.A. |
515,506 |
|
5,424 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
520,930 |
|
Nova Santa Bárbara Agrícola S.A. |
13,119 |
|
252 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
13,371 |
|
Nova Amaralina S.A. Propriedades Agrícolas |
262,881 |
|
4,045 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
266,926 |
|
Terras da Ponte Alta S.A. |
99,498 |
|
(2,158) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
97,340 |
|
Paineira Propriedades Agrícolas S.A. |
243,684 |
|
6,041 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
249,725 |
|
Manacá Propriedades Agrícolas S.A. |
239,235 |
|
5,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
244,588 |
|
Castanheira Propriedades Agrícolas S.A. |
334,560 |
|
(37,491) |
|
1,038 |
|
— |
|
(5,803) |
|
— |
|
— |
|
292,304 |
|
Total |
25,705,404 |
|
745,624 |
|
1,038 |
|
(50,476) |
|
(231,514) |
|
755,061 |
|
16,417 |
|
26,941,554 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Consolidated |
|
Parent Company |
||||||||||||
|
|
Land, buildings and improvements |
|
Machines, equipment and installations |
|
Wagons and locomotives |
|
Permanent railways |
|
Construction in progress |
|
Other assets |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
2,578,507 |
|
4,323,347 |
|
10,773,276 |
|
15,580,338 |
|
10,410,737 |
|
480,985 |
|
44,147,190 |
|
96,530 |
|
Additions |
— |
|
1,557 |
|
— |
|
— |
|
3,643,061 |
|
780 |
|
3,645,398 |
|
5,185 |
|
Write-offs |
(76) |
|
(1,322) |
|
(41,284) |
|
(3,983) |
|
(6,083) |
|
(32,521) |
|
(85,269) |
|
— |
|
Transfers (i) |
77,083 |
|
643,491 |
|
976,620 |
|
1,771,001 |
|
(3,617,393) |
|
95,743 |
|
(53,455) |
|
(70) |
|
Exchange differences |
(15,621) |
|
(28,048) |
|
— |
|
— |
|
(193) |
|
(17,992) |
|
(61,854) |
|
— |
|
Balance as of June 30, 2026 |
2,639,893 |
|
4,939,025 |
|
11,708,612 |
|
17,347,356 |
|
10,430,129 |
|
526,995 |
|
47,592,010 |
|
101,645 |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
(782,031) |
|
(1,576,832) |
|
(6,039,684) |
|
(7,972,529) |
|
(702,495) |
|
(277,894) |
|
(17,351,465) |
|
(66,227) |
|
Additions |
(38,302) |
|
(144,359) |
|
(328,277) |
|
(350,328) |
|
— |
|
(25,407) |
|
(886,673) |
|
(5,893) |
|
Write-offs |
76 |
|
1,110 |
|
40,666 |
|
219 |
|
— |
|
20,701 |
|
62,772 |
|
— |
|
Transfers (i) |
(197) |
|
3,298 |
|
(1,960) |
|
— |
|
— |
|
(3,101) |
|
(1,960) |
|
— |
|
Exchange differences |
5,543 |
|
13,528 |
|
— |
|
— |
|
— |
|
10,296 |
|
29,367 |
|
— |
|
Impairment |
— |
|
(87,807) |
|
(169,191) |
|
(333,536) |
|
276,283 |
|
— |
|
(314,251) |
|
— |
|
Balance as of June 30, 2026 |
(814,911) |
|
(1,791,062) |
|
(6,498,446) |
|
(8,656,174) |
|
(426,212) |
|
(275,405) |
|
(18,462,210) |
|
(72,120) |
|
Balance as of January 1, 2026 |
1,796,476 |
|
2,746,515 |
|
4,733,592 |
|
7,607,809 |
|
9,708,242 |
|
203,091 |
|
26,795,725 |
|
30,303 |
|
Balance as of June 30, 2026 |
1,824,982 |
|
3,147,963 |
|
5,210,166 |
|
8,691,182 |
|
10,003,917 |
|
251,590 |
|
29,129,800 |
|
29,525 |
| (i) | The remaining balance in the transfer line includes the amount of R$ 40,737 for intangible assets and R$ 14,677 for recoverable taxes. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Consolidated |
|
Parent Company |
||||||||||||||
|
|
Goodwill |
|
Concession right |
|
Licenses |
|
Trademarks and patents |
|
Customer relationships |
|
Supply Agreement |
|
Other |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
1,763,889 |
|
30,268,295 |
|
247,422 |
|
193,451 |
|
3,111,404 |
|
574,363 |
|
931,540 |
|
37,090,364 |
|
31,117 |
|
Additions |
— |
|
906 |
|
— |
|
— |
|
42,440 |
|
— |
|
32,837 |
|
76,183 |
|
102 |
|
Write-offs |
— |
|
(30,586) |
|
— |
|
— |
|
— |
|
— |
|
(2,154) |
|
(32,740) |
|
— |
|
Transfers (i) |
— |
|
698,435 |
|
— |
|
— |
|
163 |
|
— |
|
43,520 |
|
742,118 |
|
69 |
|
Exchange differences |
(40,638) |
|
(2,773) |
|
4,192 |
|
(10,328) |
|
(70,537) |
|
— |
|
(10,033) |
|
(130,117) |
|
— |
|
Balance as of June 30, 2026 |
1,723,251 |
|
30,934,277 |
|
251,614 |
|
183,123 |
|
3,083,470 |
|
574,363 |
|
995,710 |
|
37,745,808 |
|
31,288 |
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
— |
|
(7,740,953) |
|
(88,060) |
|
(9,884) |
|
(1,973,136) |
|
— |
|
(571,705) |
|
(10,383,738) |
|
(19,402) |
|
Additions |
— |
|
(580,528) |
|
(3,476) |
|
(2,794) |
|
(129,163) |
|
(14,362) |
|
(44,636) |
|
(774,959) |
|
(1,541) |
|
Write-offs |
— |
|
23,748 |
|
— |
|
— |
|
— |
|
— |
|
1,978 |
|
25,726 |
|
— |
|
Transfers (i) |
— |
|
— |
|
— |
|
— |
|
(163) |
|
— |
|
— |
|
(163) |
|
— |
|
Exchange differences |
— |
|
2,773 |
|
(3,153) |
|
— |
|
8,804 |
|
— |
|
5,567 |
|
13,991 |
|
— |
|
Impairment |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(8,612) |
|
(8,612) |
|
— |
|
Balance as of June 30, 2026 |
— |
|
(8,294,960) |
|
(94,689) |
|
(12,678) |
|
(2,093,658) |
|
(14,362) |
|
(617,408) |
|
(11,127,755) |
|
(20,943) |
|
Balance as of January 1, 2026 |
1,763,889 |
|
22,527,342 |
|
159,362 |
|
183,567 |
|
1,138,268 |
|
574,363 |
|
359,835 |
|
26,706,626 |
|
11,715 |
|
Balance as of June 30, 2026 |
1,723,251 |
|
22,639,317 |
|
156,925 |
|
170,445 |
|
989,812 |
|
560,001 |
|
378,302 |
|
26,618,053 |
|
10,345 |
| (i) | The amount indicated in the transfer line includes R$ 796,627 transferred from contract assets, R$ 92,418 transferred to financial assets, R$ 2,865 for recoverable taxes, R$ 127 for other financial assets , and R$ 40,737 reclassified from fixed assets. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
a) Reconciliation of income tax and social contribution expenses:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
(Loss) profit before taxes |
(389,137) |
|
(786,271) |
|
(1,139,029) |
|
(1,914,946) |
|
672,917 |
|
34,525 |
|
505,724 |
|
(854,340) |
|
Income tax and social contribution at nominal rate (34%) |
132,307 |
|
267,332 |
|
387,270 |
|
651,082 |
|
(228,792) |
|
(11,739) |
|
(171,946) |
|
290,476 |
|
Adjustments for calculating the effective rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) |
147,096 |
|
(15,937) |
|
186,811 |
|
(227,223) |
|
9,720 |
|
(254,608) |
|
24,786 |
|
(635,407) |
|
Differences in tax rates on earnings from operating profit |
— |
|
(10,903) |
|
— |
|
(10,903) |
|
(7,636) |
|
(11,946) |
|
(111,903) |
|
(50,693) |
|
Granted income tax incentive |
— |
|
— |
|
— |
|
— |
|
101,827 |
|
108,778 |
|
181,443 |
|
185,486 |
|
Interest on shareholders’ equity |
— |
|
— |
|
— |
|
— |
|
(9,394) |
|
(325) |
|
(12,603) |
|
(2,579) |
|
Non-deductible expenses (donations, gifts, etc.) |
— |
|
— |
|
— |
|
— |
|
(2,785) |
|
301 |
|
(5,369) |
|
(6,088) |
|
Tax losses not recorded |
(128,390) |
|
(413,940) |
|
(1,249,973) |
|
(1,291,185) |
|
(252,168) |
|
(651,579) |
|
(1,503,136) |
|
(1,710,492) |
|
Derivative |
— |
|
— |
|
— |
|
— |
|
(3,017) |
|
— |
|
(4,820) |
|
— |
|
Selic on indebtedness |
5,129 |
|
7,441 |
|
10,925 |
|
12,428 |
|
11,043 |
|
14,355 |
|
22,907 |
|
25,521 |
|
Rate differential (i) |
— |
|
— |
|
— |
|
— |
|
(38,551) |
|
29,641 |
|
(19,436) |
|
54,146 |
|
Other |
(87,503) |
|
6,236 |
|
(99,855) |
|
46,811 |
|
(66,414) |
|
174,500 |
|
(63,874) |
|
200,473 |
|
Income tax and social contribution (current and deferred) |
68,639 |
|
(159,771) |
|
(764,822) |
|
(818,990) |
|
(486,167) |
|
(602,622) |
|
(1,663,951) |
|
(1,649,157) |
|
Effective rate - % |
(17.64)% |
|
20.32% |
|
67.15% |
|
42.77% |
|
(72.25)% |
|
(1745.47)% |
|
(329.02)% |
|
193.03% |
| (i) | Difference in tax rate between the nominal rate of 34% and the effective rate applicable to entities that calculate the tax under the presumed profit regime. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
b) Deferred income tax assets and liabilities:
The tax effects of the temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are presented below:
|
|
Parent Company |
||||
|
|
December 31, 2025 |
|
Impact on the profit or loss |
|
June 30, 2026 |
|
Deferred tax assets from: |
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
1,180,030 |
|
(560,211) |
|
619,819 |
|
Provision for lawsuits |
61,215 |
|
(3,748) |
|
57,467 |
|
Provision for non- recoverability of taxes |
2,580 |
|
— |
|
2,580 |
|
Share-based payment transactions |
25,933 |
|
(16,701) |
|
9,232 |
|
Lease |
1,916 |
|
(335) |
|
1,581 |
|
Unrealized loss with derivatives |
271,198 |
|
(246,094) |
|
25,104 |
|
Provisions for profit sharing |
15,638 |
|
(9,657) |
|
5,981 |
|
Selic on undue payments |
48,160 |
|
— |
|
48,160 |
|
Other provisions |
263,165 |
|
97,785 |
|
360,950 |
|
Other |
23,156 |
|
(4,323) |
|
18,833 |
|
Total |
1,892,991 |
|
(743,284) |
|
1,149,707 |
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
Securities and bonds |
(31,434) |
|
31,434 |
|
— |
|
Effects on the formation of joint ventures |
(33,776) |
|
— |
|
(33,776) |
|
Provisions |
(449,153) |
|
— |
|
(449,153) |
|
Other |
— |
|
(50,239) |
|
(50,239) |
|
Total |
(514,363) |
|
(18,805) |
|
(533,168) |
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
1,378,628 |
|
(762,089) |
|
616,539 |
|
Deferred tax assets |
1,378,628 |
|
— |
|
616,539 |
|
Total deferred, net |
1,378,628 |
|
(762,089) |
|
616,539 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
|
Consolidated |
||||||||
|
|
|
December 31, 2025 |
|
Impact on the profit or loss |
|
Other comprehensive income |
|
Transactions with owners of the company |
|
June 30, 2026 |
|
Deferred tax assets from: |
|
|
|
|
|
|
|
|
|
|
|
Income taxes losses |
|
1,777,782 |
|
192,260 |
|
— |
|
— |
|
1,970,042 |
|
Negative base of social contribution |
|
590,380 |
|
80,341 |
|
— |
|
— |
|
670,721 |
|
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
|
1,366,606 |
|
(625,769) |
|
— |
|
— |
|
740,837 |
|
Provision for lawsuits |
|
257,691 |
|
(23,265) |
|
— |
|
— |
|
234,426 |
|
Impairment |
|
30,547 |
|
(4,853) |
|
— |
|
— |
|
25,694 |
|
Post-employment benefit obligation |
|
129,938 |
|
1,457 |
|
— |
|
— |
|
131,395 |
|
Provisions for uncertain tax credits and tax losses |
|
53,662 |
|
325 |
|
— |
|
— |
|
53,987 |
|
Provision for non- recoverability of taxes |
|
68,210 |
|
(6,469) |
|
— |
|
— |
|
61,741 |
|
Share-based payment transactions |
|
90,861 |
|
13,657 |
|
— |
|
— |
|
104,518 |
|
Lease |
|
236,278 |
|
(29,128) |
|
— |
|
— |
|
207,150 |
|
Unrealized loss with derivatives |
|
696,110 |
|
(71,034) |
|
— |
|
— |
|
625,076 |
|
Fair value adjustment on debts |
|
32,268 |
|
(23,678) |
|
— |
|
— |
|
8,590 |
|
Provisions for profit sharing |
|
118,658 |
|
(45,448) |
|
— |
|
— |
|
73,210 |
|
Business combination - Intangible assets |
|
106,524 |
|
3,948 |
|
— |
|
— |
|
110,472 |
|
Business combination – Property, plant and equipment |
|
1,854 |
|
— |
|
— |
|
— |
|
1,854 |
|
Selic on undue payments |
|
73,113 |
|
(3,176) |
|
— |
|
— |
|
69,937 |
|
Other provisions |
|
812,648 |
|
13,029 |
|
— |
|
— |
|
825,677 |
|
Deferred tax on pre-operating income |
|
69,314 |
|
(8,823) |
|
— |
|
— |
|
60,491 |
|
Useful life review |
|
— |
|
9,373 |
|
— |
|
— |
|
9,373 |
|
Other |
|
170,404 |
|
40,138 |
|
— |
|
81,020 |
|
291,562 |
|
Total |
|
6,682,848 |
|
(487,115) |
|
— |
|
81,020 |
|
6,276,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
Exchange rate variation - Loans and borrowings |
|
(24,778) |
|
(85,567) |
|
— |
|
— |
|
(110,345) |
|
Useful life review |
|
(839,880) |
|
(117,593) |
|
— |
|
— |
|
(957,473) |
|
Business combination – fixed assets |
|
(174,359) |
|
7,127 |
|
— |
|
— |
|
(167,232) |
|
Tax goodwill |
|
(609,096) |
|
35,022 |
|
— |
|
— |
|
(574,074) |
|
Unrealized income with derivatives |
|
(400,672) |
|
(91,053) |
|
— |
|
— |
|
(491,725) |
|
Fair value adjustment on debt |
|
(559,450) |
|
(162,319) |
|
— |
|
— |
|
(721,769) |
|
Securities and bonds |
|
(31,437) |
|
31,437 |
|
— |
|
— |
|
— |
|
Investment properties |
|
(567,263) |
|
35,955 |
|
— |
|
— |
|
(531,308) |
|
Goods intended for sale |
|
(11,906) |
|
(48,395) |
|
— |
|
— |
|
(60,301) |
|
Capitalized interest |
|
(272,598) |
|
28,212 |
|
— |
|
— |
|
(244,386) |
|
Effects on the formation of joint ventures |
|
(33,776) |
|
— |
|
— |
|
— |
|
(33,776) |
|
Business Combination – Intangible assets |
|
(4,902,079) |
|
144,410 |
|
— |
|
— |
|
(4,757,669) |
|
Post-employment obligations |
|
(4,815) |
|
— |
|
— |
|
— |
|
(4,815) |
|
Lease |
|
(11,101) |
|
(3,845) |
|
— |
|
— |
|
(14,946) |
|
Provisions |
|
(449,153) |
|
— |
|
— |
|
— |
|
(449,153) |
|
Other |
|
(211,842) |
|
(321,541) |
|
(24,107) |
|
— |
|
(557,491) |
|
Total |
|
(9,104,205) |
|
(548,150) |
|
(24,107) |
|
— |
|
(9,676,463) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
|
(2,421,357) |
|
(1,035,265) |
|
(24,107) |
|
81,020 |
|
(3,399,710) |
|
Deferred tax assets |
|
3,703,864 |
|
— |
|
— |
|
— |
|
2,956,136 |
|
Deferred tax liabilities |
|
(6,125,221) |
|
— |
|
— |
|
— |
|
(6,355,846) |
|
Total deferred, net |
|
(2,421,357) |
|
— |
|
— |
|
— |
|
(3,399,710) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
c) Uncertainties regarding the treatment of income tax
The Company is engaged in administrative and judicial discussions with the tax authorities in Brazil regarding certain interpretations and positions adopted in the calculation of Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”). The final determination of these issues is uncertain and may be influenced by factors beyond the Company's control, such as changes in case law and modifications to tax legislation.
In accordance with ICPC 22 (IFRIC 23) - Uncertainty Regarding the Treatment of Income Taxes, the Company assesses, for each uncertain tax position, whether it is probable that the tax authority will accept the treatment adopted or planned in the calculation of taxes.
Only in cases where the Company concludes that acceptance of the tax treatment by the competent authority is unlikely are the effects of uncertainty recognized, based on the best method for predicting the resolution of the issue — either the most probable value or the expected value.
The tax positions adopted by the Company are supported by opinions from specialized legal advisors. The Company is subject to review by the tax authorities regarding income tax for a period of up to ten years, depending on the jurisdiction in which it operates.
As of June 30, 2026, the total amount of assessed values under discussion with the tax authorities regarding these matters, where the tax authority is likely to accept the uncertain tax treatment, was R$ 1,556,375 at the Parent Company (R$ 1,509,117 as of December 31, 2025) and R$ 6,130,754 at the Consolidated (R$ 6,859,878 as of December 31, 2025).
Regarding probable tax contingencies, the Company has tax assessments issued by the Brazilian Federal Revenue Service and judicial proceedings related to: (a) disallowance of amortization of goodwill expenses based on expected future profitability arising from corporate transactions; (b) capital gain on the sale of an equity interest; (c) labor provisions; and (d) rectification of offsetting declarations due to partial restitution of credits subject to the offset request.
a) Judicial deposits and probable losses:
|
|
Judicial deposits |
||||||
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Tax |
320,648 |
|
324,792 |
|
792,154 |
|
769,351 |
|
Civil, environmental and regulatory |
17,306 |
|
15,707 |
|
198,571 |
|
182,809 |
|
Labor |
10,751 |
|
11,405 |
|
117,745 |
|
120,822 |
|
Total |
348,705 |
|
351,904 |
|
1,108,470 |
|
1,072,982 |
|
|
Probable losses (Parent Company) |
||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as of December 31, 2025 |
204,827 |
|
55,721 |
|
34,627 |
|
295,175 |
|
Provisioned in the year |
538 |
|
2,872 |
|
201 |
|
3,611 |
|
Write-offs by reversal / payment |
(22,619) |
|
(3,619) |
|
(2,315) |
|
(28,553) |
|
Interest (i) |
(15,730) |
|
3,028 |
|
(288) |
|
(12,990) |
|
Balance as of June 30, 2026 |
167,016 |
|
58,002 |
|
32,225 |
|
257,243 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Probable losses (Consolidated) |
||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as of December 31, 2025 |
694,524 |
|
907,205 |
|
456,393 |
|
2,058,122 |
|
Provisioned in the year |
41,553 |
|
66,965 |
|
71,017 |
|
179,535 |
|
Write-offs by reversal / payment |
(71,517) |
|
(166,361) |
|
(58,769) |
|
(296,647) |
|
Transfer |
— |
|
10,444 |
|
— |
|
10,444 |
|
Interest (i) |
1,737 |
|
91,655 |
|
53,598 |
|
146,990 |
|
Balance as of March 31, 2026 |
666,297 |
|
909,908 |
|
522,239 |
|
2,098,444 |
| (i) | Includes interest rate reduction due to reversal. |
The Company has debts secured by assets or through cash deposits, bank guarantees, or surety bonds.
The Company holds additional indemnification claims beyond those mentioned, which, being considered probable, were not recorded as they represent contingent assets.
Tax
The main tax litigation cases for which the risk of loss is considered likely are described below:
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Compensation with FINSOCIAL |
— |
|
— |
|
358,805 |
|
351,539 |
|
INSS |
87,955 |
|
85,630 |
|
121,337 |
|
117,264 |
|
ICMS credit |
27,386 |
|
55,432 |
|
78,237 |
|
104,889 |
|
PIS and COFINS |
1,520 |
|
5,253 |
|
2,843 |
|
6,081 |
|
IPI |
14,694 |
|
23,449 |
|
14,694 |
|
23,449 |
|
Other |
35,461 |
|
35,063 |
|
90,381 |
|
91,302 |
|
Total |
167,016 |
|
204,827 |
|
666,297 |
|
694,524 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
Labor
The Company and its subsidiaries are named as defendants in several labor lawsuits filed by former employees and outsourced service providers. The claims include demands for additional compensation and various types of damages.
Additionally, the Company is a party to public civil actions filed by the Labor Prosecutor's Office, related to alleged violations of labor standards, working conditions, and the work environment. Regarding the allegations found to be valid, the Company has entered into Settlement Agreements (“TACs”) with the competent authorities.
Civil, Environmental and Regulatory
The Company and its subsidiaries are parties to several indemnification lawsuits, public civil actions, and administrative proceedings. Individually, these proceedings are not considered significant, and, based on the assessment of its legal advisors, the risk of loss is classified as probable.
b) Possible losses
The following describes the main legal claims for which the risk of loss is considered possible:
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Tax |
3,348,504 |
|
3,365,322 |
|
9,039,117 |
|
8,392,969 |
|
Civil |
761,205 |
|
708,679 |
|
3,242,409 |
|
3,227,973 |
|
Environmental |
62,660 |
|
61,183 |
|
1,684,564 |
|
1,618,201 |
|
Regulatory |
782 |
|
744 |
|
2,114,461 |
|
2,018,722 |
|
Labor |
31,696 |
|
15,513 |
|
810,770 |
|
814,364 |
|
Total |
4,204,847 |
|
4,151,441 |
|
16,891,321 |
|
16,072,229 |
Tax
|
|
Parent Company |
|
Consolidated |
||||
|
|
June 30, 2026 |
|
December 31, 2025 |
|
June 30, 2026 |
|
December 31, 2025 |
|
Isolated fine - Federal tax |
— |
|
— |
|
877,561 |
|
856,908 |
|
ICMS -Tax on circulation of goods |
1,310,028 |
|
1,278,584 |
|
3,274,284 |
|
3,021,717 |
|
IRRF |
— |
|
— |
|
950,954 |
|
925,890 |
|
PIS and COFINS |
1,188,704 |
|
1,164,986 |
|
2,360,037 |
|
1,888,292 |
|
MP 470 installment of debts |
287,745 |
|
281,285 |
|
287,745 |
|
281,285 |
|
Stock Grant Plan |
— |
|
— |
|
34,247 |
|
33,387 |
|
IOF on loans |
— |
|
— |
|
55,068 |
|
68,168 |
|
Reward credit compensation |
164,962 |
|
162,357 |
|
164,962 |
|
162,357 |
|
IPI - Tax on industrialized products |
91,250 |
|
179,205 |
|
229,206 |
|
381,282 |
|
INSS |
126,929 |
|
124,993 |
|
214,965 |
|
209,118 |
|
IPTU - Urban Property Tax |
— |
|
— |
|
152,589 |
|
143,077 |
|
Other |
178,886 |
|
173,912 |
|
437,499 |
|
421,488 |
|
Total |
3,348,504 |
|
3,365,322 |
|
9,039,117 |
|
8,392,969 |
| (i) | The main activity that occurred in the 2026 fiscal year is related tax litigation involving the disallowance by the tax authorities of PIS and COFINS tax credits recognized by subsidiaries as a result of the exclusion of ICMS from their respective calculation bases. The risk of loss associated with these proceedings is assessed as possible. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
As of June 30, 2026, treasury shares moved as follows:
|
|
|
Parent Company |
|
Quantity as of January 1, 2025 |
|
7,142,335 |
|
Action program exercise (Note 16) |
|
(5,472,680) |
|
Repurchase (i) |
|
52,611,312 |
|
Sale (ii) |
|
(32,076,500) |
|
Quantity as of June 30, 2026 |
|
22,204,467 |
| (i) | In January 2026, the Company repurchased shares of its own issuance for a total amount of R$ 270,533, at an average cost of R$ 5.14 per share. |
| (ii) | In March 2026, the Company sold shares of its own issuance for a total value of R$ 54,026, at an average cost of R$ 5.32 per share. Additionally, in April 2026, the Company sold shares of its own issuance for a total value of R$ 118,480, at an average cost of R$ 5.41 per share. |
The following table shows the calculation of the result per share (in thousands of reais, except for the values per share).
|
Basic and diluted – Continuous operation |
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Loss attributable to holders of common share of the Company used in the calculation of basic earnings per share |
(320,498) |
|
(946,042) |
|
(1,903,851) |
|
(2,733,936) |
|
Diluting effect of the share-based plan of subsidiaries |
(177) |
|
(59) |
|
(199) |
|
(59) |
|
Profit or loss attributable to holders of common share of the Company used in the calculation of diluted earnings per share |
(320,675) |
|
(946,101) |
|
(1,904,050) |
|
(2,733,995) |
|
|
|
|
|
|
|
|
|
|
Weighted average of the number of common shares in circulation – basic (in thousands of shares) |
|
|
|
|
|
|
|
|
Basic |
3,936,473 |
|
1,858,658 |
|
3,926,115 |
|
1,858,651 |
|
Share repurchases |
— |
|
(410) |
|
— |
|
(410) |
|
Diluted |
3,936,473 |
|
1,858,248 |
|
3,926,115 |
|
1,858,241 |
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
Basic |
R$(0.08) |
|
R$(0.51) |
|
R$(0.48) |
|
R$(1.47) |
|
Diluted |
R$(0.08) |
|
R$(0.51) |
|
R$(0.48) |
|
R$(1.47) |
Anti-dilution instruments: assets share-based payment plans were analyzed for the calculation of diluted earnings per share. However, these actions did not impact the calculation of diluted earnings per share for the six-month period ended June 30, 2026, as their potential effect would be to increase earnings per share (or reduce loss per share), thus characterizing them as anti-dilution instruments.
The following table demonstrates the breakdown of gross revenue from the sale of products and services by the Company:
|
|
Consolidated |
||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Gross revenue from the sale of products and services |
12,785,352 |
|
11,957,826 |
|
23,057,912 |
|
23,083,341 |
|
Construction revenue |
483,917 |
|
364,324 |
|
843,116 |
|
668,454 |
|
Indirect taxes and other deductions |
(2,493,338) |
|
(1,844,498) |
|
(4,096,297) |
|
(3,611,542) |
|
Net sales |
10,775,931 |
|
10,477,652 |
|
19,804,731 |
|
20,140,253 |
Expenses are presented in the income statement by function. The reconciliation of revenues, costs, and expenses by nature/purpose is as follows:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Raw materials |
— |
|
— |
|
— |
|
— |
|
(1,787,356) |
|
(1,624,440) |
|
(3,558,106) |
|
(3,350,139) |
|
Commodity cost (natural gas) |
— |
|
— |
|
— |
|
— |
|
(2,003,519) |
|
(2,608,667) |
|
(3,534,106) |
|
(5,399,586) |
|
Railroad transport and port elevation expenses |
— |
|
— |
|
— |
|
— |
|
(881,291) |
|
(808,728) |
|
(1,673,740) |
|
(1,436,481) |
|
Other transport |
— |
|
— |
|
— |
|
— |
|
(140,018) |
|
(174,132) |
|
(253,548) |
|
(252,187) |
|
Depreciation and amortization |
(5,427) |
|
(5,079) |
|
(10,823) |
|
(9,792) |
|
(996,132) |
|
(994,855) |
|
(1,967,528) |
|
(1,960,208) |
|
Personnel expenses |
(9,652) |
|
(61,989) |
|
(25,839) |
|
(116,086) |
|
(874,428) |
|
(815,054) |
|
(1,693,155) |
|
(1,594,180) |
|
Construction cost |
— |
|
— |
|
— |
|
— |
|
(483,917) |
|
(364,325) |
|
(843,116) |
|
(668,454) |
|
Third-party services expenses |
(10,541) |
|
(15,416) |
|
(29,113) |
|
(28,576) |
|
(244,519) |
|
(221,171) |
|
(468,621) |
|
(396,724) |
|
Business expenses |
(7) |
|
(5) |
|
(18) |
|
(18) |
|
(8,614) |
|
(128,509) |
|
(10,203) |
|
(231,192) |
|
Cost of properties sold |
— |
|
— |
|
— |
|
— |
|
— |
|
(22,677) |
|
— |
|
(31,840) |
|
Other |
(15,091) |
|
4,875 |
|
(20,864) |
|
18,921 |
|
(466,284) |
|
(220,100) |
|
(828,199) |
|
(428,661) |
|
|
(40,718) |
|
(77,614) |
|
(86,657) |
|
(135,551) |
|
(7,886,078) |
|
(7,982,658) |
|
(14,830,322) |
|
(15,749,652) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
— |
|
— |
|
— |
|
(6,747,101) |
|
(6,881,505) |
|
(12,700,120) |
|
(13,673,411) |
|
Selling expenses |
— |
|
— |
|
— |
|
— |
|
(488,712) |
|
(457,529) |
|
(932,526) |
|
(897,585) |
|
General and administrative expenses |
(40,718) |
|
(77,614) |
|
(86,657) |
|
(135,551) |
|
(650,265) |
|
(643,624) |
|
(1,197,676) |
|
(1,178,656) |
|
Total |
(40,718) |
|
(77,614) |
|
(86,657) |
|
(135,551) |
|
(7,886,078) |
|
(7,982,658) |
|
(14,830,322) |
|
(15,749,652) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Tax credits |
— |
|
113 |
|
— |
|
113 |
|
10,171 |
|
(491) |
|
10,171 |
|
2,489 |
|
Change in fair value of investment properties (Note 11.5) |
— |
|
— |
|
— |
|
— |
|
(113,173) |
|
— |
|
(113,173) |
|
— |
|
Result on disposals and write-offs of fixed and intangible assets |
— |
|
— |
|
— |
|
— |
|
7,258 |
|
(647) |
|
27,612 |
|
(35,612) |
|
Gain previously recognized in other comprehensive comprehensive income reclassified to profit or loss upon disposal of investment |
— |
|
— |
|
— |
|
206,388 |
|
— |
|
— |
|
— |
|
206,388 |
|
Net effect of provisions for legal proceedings , legal claims, recoverables and tax installments |
(6,341) |
|
(18,333) |
|
(11,478) |
|
(53,921) |
|
(7,096) |
|
(58,515) |
|
(89,297) |
|
(143,507) |
|
Agreement on the assumption of rights and obligations |
3,501 |
|
3,137 |
|
(31,581) |
|
(4,022) |
|
(15,954) |
|
— |
|
(15,954) |
|
— |
|
Result of commercial operations |
— |
|
— |
|
— |
|
— |
|
143,666 |
|
100,747 |
|
468,021 |
|
494,895 |
|
Net impairment loss |
(233,000) |
|
— |
|
(233,000) |
|
— |
|
(401,383) |
|
(397,531) |
|
(569,487) |
|
(683,139) |
|
Loss of profits and material damages of fixed assets |
— |
|
— |
|
— |
|
— |
|
89 |
|
514,372 |
|
167 |
|
514,372 |
|
Other |
(11,097) |
|
7,158 |
|
(4,277) |
|
17,443 |
|
(17,451) |
|
(66,672) |
|
(45,088) |
|
(26,101) |
|
|
(246,937) |
|
(7,925) |
|
(280,336) |
|
166,001 |
|
(393,873) |
|
91,263 |
|
(327,028) |
|
329,785 |
| (i) | This refers to the contractual agreement with the supplier due to the use of the minimum required quantity stipulated in the contract, for which the Company was compensated, as well as the result of financial settlement arising from a load optimization transaction of certain commercial contracts, within the scope of executing the commercial strategy in the ordinary course of its business. |
| (ii) |
Extreme climate events that occurred during the second quarter of 2024 caused significant damage to the railway infrastructure of Rumo Malha Sul S.A. In 2026, the persistence of impairment indicators was identified, leading to the full recognition of the investments made during the period as an impairment loss related to the railway concession asset, amounting to R$336,487. Additionally, at the parent company level, the impairment assessment of the assets and liabilities held for sale of TUP Porto São Luís S.A. was updated. Fair value was revised by R$233,000 based on the binding offer received. |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
The breakdown of finance income and finance costs is as follows:
|
Parent Company |
|
Consolidated |
|||||||||||||
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|
Period of three months ended June 30, |
|
Period of six months ended June 30, |
|||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cost of gross debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on debt |
(447,230) |
|
(520,472) |
|
(922,620) |
|
(1,025,453) |
|
(1,831,587) |
|
(1,577,833) |
|
(3,505,540) |
|
(3,310,838) |
|
Interest on the obligation to repurchase shares of subsidiaries |
(145,829) |
|
— |
|
(290,537) |
|
— |
|
(145,829) |
|
— |
|
(290,383) |
|
— |
|
Monetary and exchange rate variation |
— |
|
172,588 |
|
101,049 |
|
824,777 |
|
94,495 |
|
797,799 |
|
766,330 |
|
2,600,536 |
|
Derivatives and fair value measurement |
(31,681) |
|
(384,881) |
|
(513,973) |
|
(1,490,851) |
|
(237,549) |
|
(1,088,047) |
|
(1,394,825) |
|
(3,112,427) |
|
Amortization of borrowing costs |
(20,876) |
|
(6,255) |
|
(57,425) |
|
(77,266) |
|
(51,342) |
|
(37,183) |
|
(377,354) |
|
(382,026) |
|
Discounts obtained from financial operations |
— |
|
— |
|
— |
|
— |
|
— |
|
(8,541) |
|
— |
|
186,681 |
|
Guarantees and warranties |
— |
|
— |
|
— |
|
— |
|
(4,388) |
|
(4,142) |
|
(8,435) |
|
(8,656) |
|
|
(645,616) |
|
(739,020) |
|
(1,683,506) |
|
(1,768,793) |
|
(2,176,200) |
|
(1,917,947) |
|
(4,810,207) |
|
(4,026,730) |
|
Income from financial investments and exchange rate in cash and cash equivalents |
274,739 |
|
108,448 |
|
588,517 |
|
273,776 |
|
677,444 |
|
562,509 |
|
1,407,892 |
|
1,188,563 |
|
Changes in fair value of investments in listed entities |
— |
|
(17,288) |
|
12,546 |
|
5,415 |
|
— |
|
(17,288) |
|
12,546 |
|
5,415 |
|
274,739 |
|
91,160 |
|
601,063 |
|
279,191 |
|
677,444 |
|
545,221 |
|
1,420,438 |
|
1,193,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of debt, net |
(370,877) |
|
(647,860) |
|
(1,082,443) |
|
(1,489,602) |
|
(1,498,756) |
|
(1,372,726) |
|
(3,389,769) |
|
(2,832,752) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on other receivables |
11,315 |
|
13,162 |
|
14,802 |
|
39,733 |
|
328,603 |
|
164,067 |
|
545,661 |
|
330,760 |
|
Update of other financial assets |
(104,922) |
|
— |
|
(208,583) |
|
— |
|
(104,922) |
|
— |
|
(208,737) |
|
— |
|
Leases and concessions agreements |
— |
|
— |
|
— |
|
— |
|
(144,624) |
|
(131,108) |
|
(279,216) |
|
(245,312) |
|
Interest on leases |
(440) |
|
(628) |
|
(912) |
|
(1,290) |
|
(168,492) |
|
(158,692) |
|
(328,283) |
|
(317,646) |
|
Interest on shareholder's equity |
— |
|
— |
|
— |
|
— |
|
(21,996) |
|
(8,806) |
|
(22,189) |
|
(9,420) |
|
Interest on contingencies and contracts |
(11,766) |
|
2,268 |
|
(16,696) |
|
(39,149) |
|
(126,365) |
|
(104,014) |
|
(307,401) |
|
(292,417) |
|
Interest on sectorial assets and liabilities |
— |
|
— |
|
— |
|
— |
|
(7,209) |
|
(29,678) |
|
(30,391) |
|
(51,336) |
|
Bank charges and other |
(5,441) |
|
(7,724) |
|
(17,790) |
|
(23,045) |
|
(42,315) |
|
(37,436) |
|
(78,142) |
|
(76,778) |
|
Foreign exchange, net |
(51,985) |
|
(13,078) |
|
(9,859) |
|
236,259 |
|
(65,574) |
|
(124,494) |
|
(116,090) |
|
(210,982) |
|
|
(163,239) |
|
(6,000) |
|
(239,038) |
|
212,508 |
|
(352,894) |
|
(430,161) |
|
(824,788) |
|
(873,131) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial result, net |
(534,116) |
|
(653,860) |
|
(1,321,481) |
|
(1,277,094) |
|
(1,851,650) |
|
(1,802,887) |
|
(4,214,557) |
|
(3,705,883) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense |
(824,441) |
|
(623,490) |
|
(1,715,447) |
|
(1,387,451) |
|
(2,751,969) |
|
(2,060,943) |
|
(5,600,142) |
|
(4,774,585) |
|
Finance income |
299,739 |
|
111,488 |
|
645,201 |
|
336,030 |
|
1,068,527 |
|
716,707 |
|
2,085,203 |
|
1,754,607 |
|
Exchange variation, net |
22,267 |
|
421,118 |
|
304,159 |
|
1,500,402 |
|
81,393 |
|
794,492 |
|
783,911 |
|
2,588,455 |
|
Derivatives |
(31,681) |
|
(562,976) |
|
(555,394) |
|
(1,726,075) |
|
(249,601) |
|
(1,253,143) |
|
(1,483,529) |
|
(3,274,360) |
|
Financial result, net |
(534,116) |
|
(653,860) |
|
(1,321,481) |
|
(1,277,094) |
|
(1,851,650) |
|
(1,802,887) |
|
(4,214,557) |
|
(3,705,883) |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, unless otherwise indicated)
The movement in the number of outstanding awards is as follows:
|
|
Parent Company |
Consolidated |
|
|
Balance as of December 31, 2025 |
12,301,070 |
19,624,296 |
|
|
Granted |
— |
2,196,870 |
|
|
Canceled |
(2,071,681) |
(2,275,826) |
|
|
Exercised |
(5,472,680) |
(5,579,130) |
|
|
Balance as of June 30, 2026 |
4,756,709 |
13,966,210 |
Share-based compensation expenses included in the income statement for the period ended June 30, 2026, were R$ 41,188 (R$ 44,618 as of June 30, 2025).
On July 27, 2026, the subsidiary Rumo S.A. issued the third series of its 18th debenture issuance with BNDES, in the amount of R$ 500,000. The debt bears interest at IPCA plus 8.34% per annum and has a 15-year maturity.
Total Spin-off of Radar II Propriedades Agrícolas S.A.
On August 14, 2026, Cosan's Board of Directors approved the proposed total spin-off of Radar II Propriedades Agrícolas S.A. ("Radar II"), resulting in the dissolution of Radar II and the merger of the portions of Radar II's shareholders' equity, comprising all of its assets, liabilities, rights, obligations, and equity interests in the special purpose entities (the "Spun-Off Net Equity"), into Cosan and into Mansilla Participações Ltda. ("Mansilla"), at book value and in proportion to their respective equity interests held in Radar II (50% each). The effectiveness of the transaction is conditioned upon approval by the Extraordinary General Meeting of Radar II, the Extraordinary General Meeting of Cosan, and the quotaholders' meeting of Mansilla, and the transaction is expected to take effect on October 1, 2026. Cosan's merger of the portion of Radar II's shareholders' equity will not result in an increase in capital stock, an issuance of new shares, or a change in the Company's shareholders' equity. The transaction is being structured at book value and on a tax-neutral basis.
Disposal of the TUP Porto São Luís
On August 13, 2026, the Company formalized a
letter of intent to sell its equity interest in Terminal de Uso Privado Porto
São Luís S.A. The proposal provides for a period of negotiation and execution
of the definitive agreement and contemplates a purchase price of R$300,000, to
be paid on the transaction closing date. Accordingly, the Company recognized,
in the period ended June 30, 2026, an adjustment to the impairment of assets
and liabilities held for sale in the amount of R$233,000 (Note 14).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 14, 2026
|
COSAN S.A. |
||
|
By: |
/s/ Rafael Bergman |
|
|
|
Name: Rafael Bergman |
|
|
|
Title: Chief Financial Officer |
|