[6-K] Cosan S.A. Current Report (Foreign Issuer)
Cosan S.A. (CSAN) reports weaker results for the nine months ended September 30, 2025. Consolidated net sales reached R$30.8 billion, down from R$32.2 billion a year earlier, while profit attributable to owners swung to a net loss of R$3.9 billion versus a R$126.4 million loss in 2024. EBITDA fell to R$7.5 billion from R$9.3 billion, pressured by higher financial expenses, negative derivative results and significant impairments, including R$1.0 billion mainly at Rumo and Moove.
Total assets declined to R$125.7 billion from R$141.3 billion, and total shareholders’ equity to R$32.1 billion from R$39.4 billion, reflecting losses and corporate movements. Cash and cash equivalents were R$12.9 billion, supported by strong operating cash flow of R$9.7 billion in the period. After quarter-end, Cosan completed primary share offerings of 2.1 billion new shares at R$5.00, raising R$10.5 billion and increasing share capital to R$10.28 billion.
- Significant equity raise: After the period, Cosan completed primary share offerings of 2.1 billion shares at R$5.00, raising R$10.5 billion and increasing share capital to R$10.28 billion.
- Strong operating cash generation: Consolidated net cash from operating activities reached R$9.67 billion in the nine months ended September 30, 2025, supporting liquidity of R$12.9 billion in cash and cash equivalents.
- Large net loss: Profit attributable to owners for 9M 2025 was a R$3.9 billion loss, versus a R$126.4 million loss a year earlier, driven by higher finance costs, negative derivatives and impairments.
- Weaker profitability: EBITDA declined from R$9.33 billion to R$7.53 billion year over year, with total shareholders’ equity falling from R$39.4 billion to R$32.1 billion.
- Moove incident and impairments: The Moove plant fire led to fixed asset write-offs of R$50.4 million and inventory-related losses of R$47.4 million, while consolidated impairment charges reached R$1.0 billion in 9M 2025.
Insights
Cosan posts a large 9M 2025 loss, deleverages and raises fresh equity.
Cosan generated consolidated net sales of
Key drags were higher finance expenses of
The balance sheet is being reshaped. Cosan executed early redemptions of bonds and loans exceeding
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 November 2025
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)
|
|
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 ☒

| 1 |
CONTENTS
| Independent auditor's report on the Condensed interim individual and consolidated financial statements | 3 |
| Interim statement of financial position | 5 |
| Interim statement of profit or loss | 7 |
| Interim statement of comprehensive income | 8 |
| Interim statement of changes in equity | 9 |
| Interim statement of cash flows | 11 |
| Interim statement of value-added | 14 |
| 1. Operational context | 15 |
| 2. Relevant events of the period | 16 |
| 2.1 Investments | 16 |
| 2.2 New debts | 19 |
| 3. Statement of compliance and material accounting policies | 19 |
| 4. Segment information | 21 |
| 4.1 Net sales to external customers by product/customer type | 28 |
| 4.2 Information on geographical area | 29 |
| 5. Financial assets and liabilities | 30 |
| 5.1 Cash and cash equivalents | 31 |
| 5.2 Loans, borrowings and debentures | 31 |
| 5.3 Derivative financial instruments | 34 |
| 5.4 Related parties | 40 |
| 5.5 Trade payables | 43 |
| 5.6 Fair value measurements | 43 |
| 5.7 Financial risk management | 44 |
| 6. Investment in subsidiaries and associates | 48 |
| 6.1 Investments in subsidiaries | 48 |
| 6.2 Non-controlling interest in subsidiaries | 51 |
| 6.3 Acquisition of subsidiaries | 53 |
| 7. Investment in joint ventures | 55 |
| 8. Property, plant and equipment, intangible assets and goodwill, right-of-use assets and impairment loss | 56 |
| 8.1 Property, plant and equipment | 56 |
| 8.2 Intangible assets and goodwill | 57 |
| 8.3 Right-of-use assets | 58 |
| 8.4 Impairment loss | 59 |
| 9. Income taxes | 59 |
| 10. Provision for legal proceedings and judicial deposits | 63 |
| 11. Shareholders' equity | 66 |
| 12. Earnings per share | 68 |
| 13. Net sales | 69 |
| 14. Costs and expenses by nature | 70 |
| 15. Other operation income (expenses), net | 71 |
| 16. Financial results, net | 72 |
| 17. Share-based payment | 73 |
| 18. Subsequent events | 73 |
| 2 |

Report on review of parent company
and consolidated condensed interim
financial statements
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 September 30, 2025 and the related statements of profit or loss and other comprehensive income for the quarter and nine-month period then ended, and the statements of changes in equity and cash flows for the nine-month period then ended, as well as the accompanying consolidated interim statement of financial position of the Company and its subsidiaries ("Consolidated") as at September 30, 2025 and the related consolidated statements of profit or loss and other comprehensive income for the quarter and nine-month period then ended, and the consolidated statements of changes in equity and cash flows for the nine-month period then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these parent company and consolidated condensed interim financial statements in accordance with the 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 did 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.
| 3 |

Statements of value added
The interim condensed financial statements referred to above include the parent company and consolidated statements of value added for the nine-month period ended September 30, 2025. These statements are the responsibility of the Company's management 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 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.
Audit and review of previous year's figures
The condensed interim financial statements referred to in the first paragraph include accounting information corresponding to the statements of profit or loss and other comprehensive income for the for the quarter and nine-month period ended September 30, 2024, and the statements of changes in equity, cash flows and value added for the nine-month period ended September 30, 2024, obtained from the condensed interim financial statements for that period, and the statement of financial position as of December 31, 2024, obtained from the financial statements ended December 31, 2024, presented for comparison purposes. The review of the condensed interim financial statements for the period ended September 30, 2024 and the audit of the financial statements for the year ended December 31, 2024 were conducted under the responsibility of other independent auditors, who issued review and audit reports dated November 13, 2024, and March 10, 2025, respectively, without qualifications.
São Paulo, November 14, 2025
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira
Contador CRC 1SP265450/O-8
| 4 |
|
Interim statement of financial position
|
|
(In thousands of Brazilian reais - R$) |
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
2,693,617 |
|
2,201,267 |
|
12,898,403 |
|
16,903,542 |
|
Restricted cash |
|
|
— |
|
— |
|
11,951 |
|
28,006 |
|
Marketable securities |
|
|
147,105 |
|
805,335 |
|
3,203,347 |
|
3,272,941 |
|
Trade receivables |
|
|
— |
|
— |
|
3,844,066 |
|
3,730,364 |
|
Derivative financial instruments |
5.3 |
|
— |
|
18,402 |
|
84,178 |
|
905,341 |
|
Inventories |
|
|
— |
|
— |
|
2,112,281 |
|
2,072,905 |
|
Receivables from related parties |
5.4 |
|
134,559 |
|
114,099 |
|
189,499 |
|
197,063 |
|
Income tax receivable |
|
|
662,466 |
|
453,308 |
|
1,039,160 |
|
793,721 |
|
Other current tax receivable |
|
|
5,279 |
|
5,364 |
|
905,912 |
|
886,136 |
|
Dividend receivable |
|
|
11,850 |
|
19,377 |
|
24,617 |
|
153,548 |
|
Reduction of capital receivable |
|
|
6,494 |
|
1,013,714 |
|
— |
|
— |
|
Sectorial financial assets |
|
|
— |
|
— |
|
262,761 |
|
221,947 |
|
Other financial assets |
|
|
— |
|
— |
|
417 |
|
675 |
|
Other current assets |
|
|
56,400 |
|
50,896 |
|
1,084,133 |
|
629,426 |
|
Current assets |
|
|
3,717,770 |
|
4,681,762 |
|
25,660,725 |
|
29,795,615 |
|
Current assets held for sale |
|
|
796,949 |
|
796,211 |
|
1,224,866 |
|
978,788 |
|
|
|
|
4,514,719 |
|
5,477,973 |
|
26,885,591 |
|
30,774,403 |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
— |
|
— |
|
170,878 |
|
265,370 |
|
Marketable securities |
|
|
245,793 |
|
— |
|
335,608 |
|
113,360 |
|
Restricted cash |
|
|
191 |
|
— |
|
205,574 |
|
146,297 |
|
Deferred tax assets |
9 |
|
1,231,453 |
|
1,758,410 |
|
3,621,453 |
|
4,495,296 |
|
Receivables from related parties |
5.4 |
|
96,699 |
|
292,882 |
|
22,730 |
|
202,826 |
|
Income tax receivable |
|
|
— |
|
— |
|
104,508 |
|
264,308 |
|
Other non-current tax receivable |
|
|
34,750 |
|
35,177 |
|
1,680,597 |
|
1,334,553 |
|
Judicial deposits |
10 |
|
347,356 |
|
416,969 |
|
1,035,371 |
|
1,056,690 |
|
Derivative financial instruments |
5.3 |
|
42,199 |
|
1,547,093 |
|
1,655,014 |
|
2,893,987 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
436,053 |
|
509,695 |
|
Other non-current assets |
|
|
115,174 |
|
140,594 |
|
931,694 |
|
739,386 |
|
Other financial assets |
|
|
— |
|
— |
|
4,685 |
|
3,820 |
|
Investment in subsidiaries and associates |
6.1 |
|
22,109,711 |
|
31,308,696 |
|
1,717,705 |
|
10,678,566 |
|
Investment in joint ventures |
7 |
|
893,934 |
|
1,193,072 |
|
7,900,524 |
|
10,545,044 |
|
Property, plant and equipment |
8.1 |
|
36,308 |
|
39,038 |
|
25,299,016 |
|
23,019,016 |
|
Intangible assets and goodwill |
8.2 |
|
11,505 |
|
9,873 |
|
26,475,778 |
|
26,330,785 |
|
Contract assets |
|
|
— |
|
— |
|
1,039,919 |
|
1,114,830 |
|
Right-of-use assets |
8.3 |
|
14,376 |
|
17,557 |
|
9,726,999 |
|
9,958,751 |
|
Investment property |
|
|
— |
|
— |
|
16,489,000 |
|
16,818,919 |
|
Non-current assets |
|
|
25,179,449 |
|
36,759,361 |
|
98,853,106 |
|
110,491,499 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
29,694,168 |
|
42,237,334 |
|
125,738,697 |
|
141,265,902 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 5 |
Interim statement of financial position
(In thousands of Brazilian reais - R$)
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Liabilities |
|
||||||||
|
Loans, borrowings and debentures |
5.2 |
|
386,529 |
|
347,032 |
|
3,890,069 |
|
4,403,148 |
|
Leases |
9,935 |
|
9,227 |
|
994,418 |
|
1,007,533 |
||
|
Derivative financial instruments |
5.3 |
|
378,723 |
|
1,074,991 |
|
2,150,537 |
|
2,504,117 |
|
Trade payables |
5.5 |
|
7,986 |
|
2,900 |
|
4,071,632 |
|
5,168,593 |
|
Employee benefits payables |
|
|
38,134 |
|
43,356 |
|
693,530 |
|
794,906 |
|
Income tax payables |
16,020 |
|
18,514 |
|
327,950 |
|
414,823 |
||
|
Other taxes payable |
|
28,981 |
|
78,197 |
|
559,104 |
|
637,842 |
|
|
Dividends payable |
11 |
|
39 |
|
3,495 |
|
95,699 |
|
96,722 |
|
Reduction of capital payable |
|
— |
|
— |
|
— |
|
486,285 |
|
|
Concessions payable |
|
— |
|
— |
|
186,155 |
|
166,273 |
|
|
Related party payables |
5.4 |
|
157,520 |
|
210,620 |
|
342,008 |
|
416,410 |
|
Sectorial financial liabilities |
|
— |
|
— |
|
80,054 |
|
64,718 |
|
|
Other financial liabilities |
5 |
|
— |
|
— |
|
629,202 |
|
770,103 |
|
Other current liabilities |
|
320,788 |
|
298,534 |
|
867,270 |
|
895,223 |
|
|
Current liabilities |
|
1,344,655 |
|
2,086,866 |
|
14,887,628 |
|
17,826,696 |
|
|
Liabilities related to assets held for sale |
|
— |
|
— |
|
86,145 |
|
86,138 |
|
|
|
` |
|
1,344,655 |
|
2,086,866 |
|
14,973,773 |
|
17,912,834 |
|
Loans, borrowings and debentures |
5.2 |
|
15,686,375 |
|
21,003,523 |
|
57,023,731 |
|
62,052,278 |
|
Leases |
|
10,324 |
|
15,232 |
|
5,362,893 |
|
5,502,220 |
|
|
Derivative financial instruments |
5.3 |
|
315,924 |
|
29,883 |
|
858,913 |
|
966,087 |
|
Trade payables |
5.5 |
|
— |
|
— |
|
19,955 |
|
19,256 |
|
Employee benefits payables |
|
— |
|
— |
|
17,008 |
|
19,101 |
|
|
Other taxes payable |
|
146,122 |
|
216,203 |
|
173,887 |
|
255,245 |
|
|
Income tax payables |
|
6,539 |
|
— |
|
78,816 |
|
— |
|
|
Provision for legal proceedings |
10 |
|
310,936 |
|
308,607 |
|
2,093,467 |
|
2,044,633 |
|
Concessions payable |
|
— |
|
— |
|
3,663,704 |
|
3,554,917 |
|
|
Investments with unsecured liabilities |
6.1 |
|
350,582 |
|
263,722 |
|
— |
|
— |
|
Related party payables |
5.4 |
|
5,260,428 |
|
7,052,404 |
|
1,175 |
|
1,078 |
|
Post-employment benefits |
|
373 |
|
279 |
|
573,846 |
|
526,620 |
|
|
Deferred tax liabilities |
9 |
|
— |
|
— |
|
5,999,171 |
|
5,973,506 |
|
Sectorial financial liabilities |
|
— |
|
— |
|
2,114,799 |
|
1,975,521 |
|
|
Deferred income |
|
— |
|
— |
|
14,845 |
|
16,589 |
|
|
Other financial liabilities |
5 |
|
— |
|
— |
|
— |
|
297,736 |
|
Other non-current liabilities |
|
360,587 |
|
356,851 |
|
714,723 |
|
749,919 |
|
|
Non-current liabilities |
|
22,448,190 |
|
29,246,704 |
|
78,710,933 |
|
83,954,706 |
|
|
Total liabilities |
|
23,792,845 |
|
31,333,570 |
|
93,684,706 |
|
101,867,540 |
|
|
Shareholders’ equity |
11 |
|
|
|
|
|
|
|
|
|
Share capital |
|
8,182,739 |
|
8,832,544 |
|
8,182,739 |
|
8,832,544 |
|
|
Treasury shares |
|
(78,354) |
|
(50,708) |
|
(78,354) |
|
(50,708) |
|
|
Additional paid-in capital |
|
1,161,285 |
|
2,205,878 |
|
1,161,285 |
|
2,205,878 |
|
|
Accumulated other comprehensive income |
|
554,767 |
|
565,855 |
|
554,767 |
|
565,855 |
|
|
Profit reserve |
|
— |
|
8,773,990 |
|
— |
|
8,773,990 |
|
|
Retained losses |
|
(3,919,114) |
|
(9,423,795) |
|
(3,919,114) |
|
(9,423,795) |
|
|
Company |
|
5,901,323 |
|
10,903,764 |
|
5,901,323 |
|
10,903,764 |
|
|
Non-controlling interests |
6.2 |
|
— |
|
— |
|
26,152,668 |
|
28,494,598 |
|
Total shareholders' equity |
|
5,901,323 |
|
10,903,764 |
|
32,053,991 |
|
39,398,362 |
|
|
Total liabilities and shareholders' equity |
|
29,694,168 |
|
42,237,334 |
|
125,738,697 |
|
141,265,902 |
|
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 6 |
(In thousands of Brazilian reais - R$, except earnings (loss) per share)
|
|
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|||||||||||
|
|
Note |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Net sales |
13 |
|
— |
|
— |
|
— |
|
— |
|
10,664,185 |
|
11,646,297 |
|
30,804,438 |
|
32,182,361 |
|
Cost of sales |
14 |
|
— |
|
— |
|
— |
|
— |
|
(6,936,477) |
|
(7,809,169) |
|
(20,609,888) |
|
(21,875,210) |
|
Gross profit |
|
|
— |
|
— |
|
— |
|
— |
|
3,727,708 |
|
3,837,128 |
|
10,194,550 |
|
10,307,151 |
|
Selling expenses |
14 |
|
— |
|
— |
|
— |
|
— |
|
(512,904) |
|
(417,549) |
|
(1,410,489) |
|
(1,155,450) |
|
General and administrative expenses |
14 |
|
(63,622) |
|
(114,068) |
|
(199,173) |
|
(329,269) |
|
(626,925) |
|
(949,192) |
|
(1,805,581) |
|
(2,143,860) |
|
Other operating income (expenses), net |
15 |
|
(7,053) |
|
(20,191) |
|
158,948 |
|
(5,796) |
|
407,544 |
|
53,911 |
|
1,420,468 |
|
220,445 |
|
Impairment |
15 |
|
— |
|
— |
|
— |
|
— |
|
(316,955) |
|
(109,063) |
|
(1,000,094) |
|
(2,683,879) |
|
Operating (expenses) income |
|
|
(70,675) |
|
(134,259) |
|
(40,225) |
|
(335,065) |
|
(1,049,240) |
|
(1,421,893) |
|
(2,795,696) |
|
(5,762,744) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (profit) before equity in earnings of investees, finance results and income taxes |
|
|
(70,675) |
|
(134,259) |
|
(40,225) |
|
(335,065) |
|
2,678,468 |
|
2,415,235 |
|
7,398,854 |
|
4,544,407 |
|
|
|
|
|||||||||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
6.1 |
|
(224,015) |
|
693,836 |
|
(671,243) |
|
2,271,826 |
|
64,580 |
|
612,280 |
|
163,233 |
|
1,907,075 |
|
Interest in (losses) earnings of joint ventures |
7 |
|
(116,455) |
|
(13,069) |
|
(337,528) |
|
(8,017) |
|
(1,030,037) |
|
(105,337) |
|
(2,997,532) |
|
(58,271) |
|
Equity in earnings (losses) of investees |
|
|
(340,470) |
|
680,767 |
|
(1,008,771) |
|
2,263,809 |
|
(965,457) |
|
506,943 |
|
(2,834,299) |
|
1,848,804 |
|
Finance expense |
|
|
(693,241) |
|
(581,346) |
|
(2,080,692) |
|
(1,736,655) |
|
(2,107,607) |
|
(1,825,539) |
|
(6,882,193) |
|
(5,820,846) |
|
Finance income |
|
|
142,128 |
|
91,516 |
|
478,158 |
|
191,887 |
|
823,761 |
|
680,596 |
|
2,578,368 |
|
2,022,082 |
|
Foreign exchange, net |
|
|
206,266 |
|
303,676 |
|
1,706,669 |
|
(1,548,901) |
|
357,808 |
|
463,788 |
|
2,946,263 |
|
(2,510,248) |
|
Net effect of derivatives |
|
|
(501,732) |
|
(249,751) |
|
(2,227,807) |
|
(110,802) |
|
(1,254,119) |
|
(736,139) |
|
(4,528,479) |
|
590,586 |
|
Finance results net |
16 |
|
(846,579) |
|
(435,905) |
|
(2,123,672) |
|
(3,204,471) |
|
(2,180,157) |
|
(1,417,294) |
|
(5,886,041) |
|
(5,718,426) |
|
Profit (loss) before income taxes |
|
|
(1,257,724) |
|
110,603 |
|
(3,172,668) |
|
(1,275,727) |
|
(467,146) |
|
1,504,884 |
|
(1,321,486) |
|
674,785 |
|
Income taxes |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(272) |
|
(3,677) |
|
(272) |
|
(7,526) |
|
(449,452) |
|
(540,995) |
|
(1,124,173) |
|
(1,368,911) |
|
Deferred |
|
|
72,816 |
|
164,373 |
|
(746,174) |
|
1,135,269 |
|
82,169 |
|
30,950 |
|
(892,267) |
|
983,024 |
|
72,544 |
|
160,696 |
|
(746,446) |
|
1,127,743 |
|
(367,283) |
|
(510,045) |
|
(2,016,440) |
|
(385,887) |
|||
|
|
|
|
(1,185,180) |
|
271,299 |
|
(3,919,114) |
|
(147,984) |
|
(834,429) |
|
994,839 |
|
(3,337,926) |
|
288,898 |
|
Results of the operations discontinued, net of taxes |
|
|
— |
|
21,582 |
|
— |
|
21,582 |
|
— |
|
31,935 |
|
— |
|
31,935 |
|
Profit (loss) for the period net |
|
|
(1,185,180) |
|
292,881 |
|
(3,919,114) |
|
(126,402) |
|
(834,429) |
|
1,026,774 |
|
(3,337,926) |
|
320,833 |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(1,185,180) |
|
292,881 |
|
(3,919,114) |
|
(126,402) |
|
(1,185,180) |
|
292,881 |
|
(3,919,114) |
|
(126,402) |
|
Non-controlling interests |
|
|
— |
|
— |
|
— |
|
— |
|
350,751 |
|
733,893 |
|
581,188 |
|
447,235 |
|
|
|
|
(1,185,180) |
|
292,881 |
|
(3,919,114) |
|
(126,402) |
|
(834,429) |
|
1,026,774 |
|
(3,337,926) |
|
320,833 |
|
Earnings (loss) per share |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
R$(0.64) |
|
R$0.15 |
|
R$(2.11) |
|
R$(0.08) |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
R$(0.64) |
|
R$0.15 |
|
R$(2.11) |
|
R$(0.08) |
|
Earnings per share - discontinued operations |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
R$— |
|
R$0.01 |
|
R$— |
|
R$0.01 |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
R$— |
|
R$0.01 |
|
R$— |
|
R$0.01 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 7 |
(In thousands of Brazilian reais - R$, except earnings (loss) per share)
|
Parent Company |
|
Consolidated |
|||||||||||||
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Profit (loss) for the period |
(1,185,180) |
|
292,881 |
|
(3,919,114) |
|
(126,402) |
|
(834,429) |
|
1,026,774 |
|
(3,337,926) |
|
320,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss (i): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
(77,053) |
|
(283,130) |
|
(146,258) |
|
(118,926) |
|
(95,311) |
|
(358,679) |
|
(140,900) |
|
(164,175) |
|
Gain (loss) on cash flow hedge |
47,216 |
|
29,962 |
|
219,913 |
|
(129,794) |
|
58,766 |
|
60,077 |
|
278,126 |
|
(231,682) |
|
Deferred taxes |
— |
|
— |
|
— |
|
— |
|
(7,785) |
|
(18,868) |
|
(55,358) |
|
63,181 |
|
|
(29,837) |
|
(253,168) |
|
73,655 |
|
(248,720) |
|
(44,330) |
|
(317,470) |
|
81,868 |
|
(332,676) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) with defined benefit plan |
(12) |
|
(4,582) |
|
(22,496) |
|
12,386 |
|
(89,107) |
|
9,552 |
|
(126,726) |
|
19,700 |
|
Loss (gain) in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk (i) |
(70,745) |
|
— |
|
(70,745) |
|
— |
|
(82,979) |
|
— |
|
(82,979) |
|
— |
|
Deferred taxes |
— |
|
— |
|
8,498 |
|
(1,668) |
|
67,568 |
|
(14,174) |
|
91,592 |
|
(7,450) |
|
(70,757) |
|
(4,582) |
|
(84,743) |
|
10,718 |
|
(104,518) |
|
(4,622) |
|
(118,113) |
|
12,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income of operations continued |
(1,285,774) |
|
13,549 |
|
(3,930,202) |
|
(385,986) |
|
(983,277) |
|
672,747 |
|
(3,374,171) |
|
(31,528) |
|
Comprehensive income from discontinued operations |
— |
|
21,582 |
|
— |
|
21,582 |
|
— |
|
31,935 |
|
— |
|
31,935 |
|
Total comprehensive income (loss) for the period |
(1,285,774) |
|
35,131 |
|
(3,930,202) |
|
(364,404) |
|
(983,277) |
|
704,682 |
|
(3,374,171) |
|
407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(1,285,774) |
|
35,131 |
|
(3,930,202) |
|
(364,404) |
|
(1,285,774) |
|
35,131 |
|
(3,930,202) |
|
(364,404) |
|
Non-controlling interests |
— |
|
— |
|
— |
|
— |
|
302,497 |
|
669,551 |
|
556,031 |
|
364,811 |
|
|
(1,285,774) |
|
35,131 |
|
(3,930,202) |
|
(364,404) |
|
(983,277) |
|
704,682 |
|
(3,374,171) |
|
407 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
(i) For the Parent Company, the effects arise from the equity method of accounting for its subsidiaries.
| 8 |
| Interim statement of changes in equity | ||||||||||||||||||||||||
| (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 shareholders' equity |
|
Balance as at January 1, 2025 |
|
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 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Profit (loss) for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,919,114) |
|
(3,919,114) |
|
581,188 |
|
(3,337,926) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
|
219,913 |
|
— |
|
— |
|
— |
|
219,913 |
|
2,855 |
|
222,768 |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(146,258) |
|
— |
|
— |
|
— |
|
(146,258) |
|
5,358 |
|
(140,900) |
|
Actuarial gains (losses) on defined benefit plans, net of tax |
— |
— |
— |
— |
(13,998) |
— |
— |
— |
(13,998) |
(21,136) |
(35,134) |
|||||||||||
|
Loss in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk |
|
|
|
|
|
|
|
|
|
(70,745) |
|
|
|
|
|
|
|
(70,745) |
|
(12,234) |
|
(82,979) |
|
Total comprehensive income (loss) for the period |
|
— |
|
— |
|
— |
|
— |
|
(11,088) |
|
— |
|
— |
|
(3,919,114) |
|
(3,930,202) |
|
556,031 |
|
(3,374,171) |
|
|
|
|
||||||||||||||||||||
|
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect arising from capital increase in subsidiary |
— |
— |
— |
(83,393) |
— |
— |
— |
— |
(83,393) |
83,393 |
— |
|||||||||||
|
Own shares acquired (note 11 (a)) |
|
— |
|
(34,022) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(34,022) |
|
— |
|
(34,022) |
|
Share-based payments |
|
— |
|
6,376 |
|
|
|
1,114 |
|
— |
|
— |
|
— |
|
— |
|
7,490 |
|
9,380 |
|
16,870 |
|
Absorption of accumulated losses (note 11 (c)) |
|
(649,805) |
|
— |
|
— |
|
— |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,795 |
|
— |
|
— |
|
— |
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,805,462) |
|
(1,805,462) |
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
26,595 |
|
— |
|
— |
|
— |
|
— |
|
26,595 |
|
2,932 |
|
29,527 |
|
Total contributions and distributions |
|
(649,805) |
|
(27,646) |
|
— |
|
(55,684) |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,795 |
|
(83,330) |
|
(1,709,757) |
|
(1,793,087) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (note 6.1) |
|
— |
|
— |
|
— |
|
(988,909) |
|
— |
|
— |
|
— |
|
— |
|
(988,909) |
|
(1,188,204) |
|
(2,177,113) |
|
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
(988,909) |
|
— |
|
— |
|
— |
|
— |
|
(988,909) |
|
(1,188,204) |
|
(2,177,113) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company contributions and distributions |
|
(649,805) |
|
(27,646) |
|
— |
|
(1,044,593) |
|
— |
|
(58,802) |
|
(8,715,188) |
|
9,423,795 |
|
(1,072,239) |
|
(2,897,961) |
|
(3,970,200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30, 2025 |
|
8,182,739 |
|
(78,354) |
|
737 |
|
1,160,548 |
|
554,767 |
|
— |
|
— |
|
(3,919,114) |
|
5,901,323 |
|
26,152,668 |
|
32,053,991 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 9 |
| Interim statement of changes in equity | ||||||||||||||||||||||||
| (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 |
|
Profit retention |
|
Accumulated losses |
|
Controlling shareholders |
|
Non-controlling shareholders |
|
Total shareholders' equity |
|
Balance as at January 1, 2024 |
|
8,682,544 |
|
(93,917) |
|
737 |
|
2,561,227 |
|
314,325 |
|
58,802 |
8,610,796 |
820,793 |
|
— |
|
20,955,307 |
|
30,025,873 |
|
50,981,180 |
||
|
Loss (profit) for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
(126,402) |
(126,402) |
447,235 |
320,833 |
|||||
|
Other comprehensive income |
|
|
|
|
|
|
|
|||||||||||||||||
|
Loss from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
(129,794) |
— |
— |
— |
— |
(129,794) |
(38,707) |
(168,501) |
||||||||
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(118,926) |
|
— |
|
— |
— |
— |
(118,926) |
|
(45,249) |
|
(164,175) |
|||
|
Actuarial gains with defined benefit plan, net of tax |
|
— |
|
— |
|
— |
|
— |
|
10,718 |
|
— |
— |
— |
|
— |
|
10,718 |
|
1,532 |
|
12,250 |
||
|
Total comprehensive income (loss) for the period |
|
— |
|
— |
|
— |
|
— |
(238,002) |
— |
— |
— |
|
(126,402) |
|
(364,404) |
|
364,811 |
|
407 |
||||
|
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Capital increase |
|
150,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(150,000) |
— |
|
— |
|
— |
|
— |
|
— |
|
|
Capital reduction in subsidiary |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(20,629) |
(20,629) |
|||||||||||
|
Share-based payment |
|
— |
|
114,516 |
|
— |
|
(202,320) |
|
— |
|
— |
— |
— |
— |
|
(87,804) |
|
8,020 |
|
(79,784) |
|||
|
Loss in dividend distribution to non-controlling shareholders |
|
— |
|
— |
|
— |
|
(712) |
|
— |
|
— |
— |
— |
|
— |
|
(712) |
|
928 |
|
216 |
||
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(566,401) |
— |
|
— |
|
(566,401) |
|
(1,708,707) |
|
(2,275,108) |
|
|
Own shares acquired |
|
— |
|
(162,174) |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
— |
|
(162,174) |
|
— |
|
(162,174) |
|
|
Cancellation of treasury shares |
— |
118,975 |
— |
(118,975) |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||
|
Business combination |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
574,598 |
574,598 |
||||||||||||
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
153,659 |
|
— |
|
— |
— |
— |
— |
153,659 |
|
64,763 |
|
218,422 |
||||
|
Total contributions and distributions |
150,000 |
71,317 |
— |
(168,348) |
— |
— |
(716,401) |
— |
— |
(663,432) |
(1,081,027) |
(1,744,459) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Transactions with owners of the Company: |
|
|||||||||||||||||||||||
|
Change of shareholding interest in subsidiary |
|
— |
|
— |
|
— |
(3,652) |
— |
|
— |
|
— |
— |
— |
(3,652) |
2,972 |
(680) |
|||||||
|
Total transactions with owners of the Company |
— |
— |
— |
(3,652) |
— |
— |
— |
— |
|
— |
|
(3,652) |
|
2,972 |
|
(680) |
||||||||
|
Total transactions with owners of the Company contributions and distributions |
|
150,000 |
|
71,317 |
|
— |
|
(172,000) |
|
— |
|
— |
(716,401) |
— |
|
— |
|
(667,084) |
|
(1,078,055) |
|
(1,745,139) |
||
|
|
|
|
|
|||||||||||||||||||||
|
Balance as at September 30, 2024 |
8,832,544 |
(22,600) |
737 |
|
2,389,227 |
|
76,323 |
58,802 |
7,894,395 |
820,793 |
(126,402) |
19,923,819 |
29,312,629 |
|
49,236,448 |
|||||||||
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 10 |
(In thousands of Brazilian reais - R$)
|
|
|
Parent Company |
|
Consolidated |
|||||
|
|
Period of nine months ended September 30, |
||||||||
|
|
Note |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
|
(3,172,668) |
|
(1,275,727) |
|
(1,321,486) |
|
674,785 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
14 |
|
14,929 |
|
11,731 |
|
2,961,091 |
|
2,900,785 |
|
Impairment |
15 |
|
— |
|
— |
|
1,000,094 |
|
2,683,879 |
|
Interest in earnings (losses) of subsidiaries and associates |
6.1 |
|
671,243 |
|
(2,271,826) |
|
(163,233) |
|
(1,907,075) |
|
Interest in earnings (losses) of joint ventures |
7 |
|
337,528 |
|
8,017 |
|
2,997,532 |
|
58,271 |
|
Loss (gain) on disposed assets |
15 |
|
— |
|
7 |
|
68,732 |
|
(24,091) |
|
Share-based payment |
17 |
|
18,964 |
|
33,679 |
|
51,006 |
|
255,309 |
|
Provision for legal proceedings |
15 |
|
58,101 |
|
21,464 |
|
169,085 |
|
202,705 |
|
Interest, derivatives, monetary and foreign exchange, net |
|
|
2,457,137 |
|
3,257,700 |
|
7,300,273 |
|
6,822,918 |
|
Sectorial financial assets and liabilities, net |
|
|
— |
|
— |
|
110,289 |
|
(55,329) |
|
Provisions for employee benefits |
|
|
32,969 |
|
27,737 |
|
320,762 |
|
286,153 |
|
Allowance for expected credit losses |
|
|
— |
|
— |
|
66,823 |
|
35,647 |
|
Profit on sale of investment |
15 |
|
— |
|
— |
|
— |
|
383,205 |
|
Insurance claims |
|
|
— |
|
— |
|
(706,541) |
|
— |
|
Income from finance investments |
|
|
(9,143) |
|
— |
|
(9,143) |
|
(63,966) |
|
Previously recognized gain in other comprehensive income reclassified to profit or loss upon disposal of investment |
15 |
|
(206,388) |
|
— |
|
(206,388) |
|
— |
|
Other |
|
|
370 |
|
649 |
|
102,217 |
|
(230,280) |
|
|
|
|
203,042 |
|
(186,569) |
|
12,741,113 |
|
12,022,916 |
|
Variation in: |
|
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
47,193 |
|
(313,803) |
|
Inventories |
|
|
— |
|
— |
|
(236,036) |
|
(119,183) |
|
Other taxes, net |
|
|
(7,313) |
|
(30,234) |
|
(426,500) |
|
(193,710) |
|
Income tax |
|
|
(6,061) |
|
118,808 |
|
(507,716) |
|
(154,873) |
|
Income taxes paid |
|
|
— |
|
— |
|
(475,545) |
|
(922,299) |
|
Related parties, net |
|
|
(6,765) |
|
7,485 |
|
(78,567) |
|
61,431 |
|
Trade payables |
|
|
5,222 |
|
3,000 |
|
(107,277) |
|
(79,927) |
|
Employee benefits |
|
|
(42,904) |
|
(55,812) |
|
(433,741) |
|
(459,022) |
|
Provision for legal proceedings |
|
|
3,778 |
|
2,666 |
|
(158,968) |
|
(257,964) |
|
Derivative financial instruments |
|
|
— |
|
— |
|
(52,311) |
|
(13,717) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(170,075) |
|
183,486 |
|
Judicial deposits |
|
|
(8,334) |
|
(2,459) |
|
(35,651) |
|
(139,637) |
|
Post-employment benefit obligation |
|
|
— |
|
— |
|
(30,990) |
|
(27,091) |
|
Other assets and liabilities, net |
|
|
30,625 |
|
4,389 |
|
(405,399) |
|
(210,288) |
|
|
|
|
(31,752) |
|
47,843 |
|
(3,071,583) |
|
(2,646,597) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from (used in) operating activities |
|
|
171,290 |
|
(138,726) |
|
9,669,530 |
|
9,376,319 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital contribution to associates |
|
|
(334,142) |
|
(4,173,198) |
|
(15,000) |
|
— |
|
Capital contribution in joint ventures |
|
|
— |
|
(12,337) |
|
— |
|
(12,337) |
|
Cost of acquiring new business, net of cash acquired |
|
|
— |
|
— |
|
(326,885) |
|
(330,593) |
|
Sale (purchase) of marketable securities, net |
|
|
689,272 |
|
(180,700) |
|
249,742 |
|
(948,373) |
|
Restricted cash |
|
|
(191) |
|
43,048 |
|
(45,963) |
|
42,266 |
|
Dividends received from subsidiaries and associates |
|
|
618,978 |
|
2,639,937 |
|
73,864 |
|
973,977 |
| 11 |
(In thousands of Brazilian reais - R$)
|
|
|
Parent Company |
|
Consolidated |
|||||
|
|
Period of nine months ended September 30, |
||||||||
|
|
Note |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Dividends received from joint venture |
|
|
5,184 |
|
228,342 |
|
45,640 |
|
293,912 |
|
Dividends received from finance investment |
|
|
87,608 |
|
— |
|
87,608 |
|
— |
|
Other financial assets |
|
|
(148) |
|
— |
|
76 |
|
(406) |
|
Cash in the incorporation operation |
|
|
10,089 |
|
352 |
|
— |
|
— |
|
Capital reduction in subsidiaries |
|
|
1,022,748 |
|
735,227 |
|
26,000 |
|
— |
|
Acquisition of property, plant and equipment, intangible and contract assets |
|
|
(8,775) |
|
(7,572) |
|
(6,303,395) |
|
(5,185,588) |
|
Proceeds from the sale of investments |
|
|
8,911,587 |
|
16,847 |
|
8,911,587 |
|
2,096,475 |
|
Related parties |
|
|
25,592 |
|
— |
|
25,592 |
|
— |
|
Operation discontinued |
|
|
— |
|
— |
|
7,425 |
|
2,886 |
|
Acquisition of subsidiary |
|
|
— |
|
— |
|
(250,937) |
|
(17,047) |
|
Receipt of derivative financial instruments, except debt |
|
|
1,021 |
|
— |
|
1,021 |
|
103,147 |
|
Payment of derivative financial instruments, except debt |
|
|
(1,006,973) |
|
(70,503) |
|
(1,006,973) |
|
(159,186) |
|
Cash received on the sale of fixed assets and intangible assets |
|
|
— |
|
— |
|
4,313 |
|
22,923 |
|
Net cash generated from (used in) investing activities |
|
|
10,021,850 |
|
(780,557) |
|
1,483,715 |
|
(3,117,944) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures |
5.2 |
|
2,427,312 |
|
4,421,447 |
|
8,873,844 |
|
13,305,974 |
|
Principal repayment of loans, borrowings and debentures |
5.2 |
|
(7,148,782) |
|
(1,160,058) |
|
(13,762,035) |
|
(10,815,516) |
|
Payment of interest on loans, borrowings and debentures |
5.2 |
|
(1,316,001) |
|
(1,135,219) |
|
(3,448,240) |
|
(3,516,016) |
|
Payment of derivatives financial instruments |
|
|
(458,140) |
|
(474,404) |
|
(2,153,395) |
|
(2,455,879) |
|
Proceeds from derivative financial instruments |
|
|
351,562 |
|
19,762 |
|
1,016,754 |
|
879,243 |
|
Costs of banking operations with derivatives |
|
|
— |
|
— |
|
— |
|
(29,828) |
|
Principal repayment of leases |
|
|
(5,894) |
|
(4,828) |
|
(586,264) |
|
(546,126) |
|
Payment of interest on leases |
|
|
(1,933) |
|
(2,332) |
|
(326,276) |
|
(282,432) |
|
Capital reduction |
|
|
— |
|
— |
|
(495,228) |
|
(20,520) |
|
Related parties |
|
|
(1,360,998) |
|
(346,758) |
|
— |
|
— |
|
Payments to redeem entity’s shares and acquisition of treasury shares |
11 |
|
(34,022) |
|
(164,496) |
|
(34,022) |
|
(164,496) |
|
Acquisition of non-controlling shareholders’ shares |
2.1 |
|
(2,169,000) |
|
— |
|
(2,169,000) |
|
— |
|
Dividends paid |
11 |
|
— |
|
(838,971) |
|
(1,433,485) |
|
(2,118,294) |
|
Dividends paid for preferred shares |
11 |
|
— |
|
— |
|
(371,000) |
|
(668,022) |
|
Gain on banking operations with derivatives |
|
|
22,100 |
|
— |
|
22,100 |
|
20,993 |
|
Net cash (used in) generated from financing activities |
|
|
(9,693,796) |
|
314,143 |
|
(14,866,247) |
|
(6,410,919) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
499,344 |
|
(605,140) |
|
(3,713,002) |
|
(152,544) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
2,201,267 |
|
1,769,976 |
|
16,903,542 |
|
14,658,481 |
|
Effect of the foreign exchange rate changes |
|
|
(6,994) |
|
15,320 |
|
(292,137) |
|
121,631 |
|
Cash and cash equivalents at the end of the period |
|
|
2,693,617 |
|
1,180,156 |
|
12,898,403 |
|
14,627,568 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 12 |
(In thousands of Brazilian reais - R$)
Non-cash transactions:
The Company presents its individual and consolidated statements of cash flow using the indirect method. During the period ended September 30, 2025, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the parent company and consolidated statement of cash flows:
| (i) | Recognition of right-of-use as a counterpart to the lease liability in the amount of R$658,598 (R$1,099,080 as of September 30, 2024), resulting from the application of inflation indexes and new contracts classified under the leasing rule (Note 8.3). | |
| (ii) | Acquisition of property, plant and equipment and intangible assets with payment in installments of R$632,699 (R$920,939 as of September 30, 2024). |
Disclosure of interest and dividends:
Dividends and interest on equity capital received are classified as cash flow from investing activities by the Company. Dividends and interest received or paid are classified as cash flow from financing activities.
| 13 |
(In thousands of Brazilian reais - R$)
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of nine months ended September 30, |
||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Revenue |
|
|
|
|
|
|
|
|
Net sales |
— |
|
— |
|
34,727,080 |
|
37,215,337 |
|
Other income (expenses), net |
233,970 |
|
8,203 |
|
973,801 |
|
893,384 |
|
Impairment gain (loss) on trade receivables |
— |
|
— |
|
(66,823) |
|
301 |
|
|
233,970 |
|
8,203 |
|
35,634,058 |
|
38,109,022 |
|
Inputs purchased from third parties |
|
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
— |
|
— |
|
17,893,451 |
|
20,299,886 |
|
Materials, energy, third-party services and other |
91,444 |
|
129,926 |
|
1,075,758 |
|
1,771,221 |
|
Impairment |
— |
|
— |
|
1,000,094 |
|
2,683,879 |
|
|
91,444 |
|
129,926 |
|
19,969,303 |
|
24,754,986 |
|
|
|
|
|
|
|
|
|
|
Gross value added |
142,526 |
|
(121,723) |
|
15,664,755 |
|
13,354,036 |
|
|
|
|
|
|
|
|
|
|
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
14,929 |
|
11,731 |
|
2,961,091 |
|
2,900,785 |
|
Net value added |
127,597 |
|
(133,454) |
|
12,703,664 |
|
10,453,251 |
|
|
|
|
|
|
|
|
|
|
Value added transferred in |
|
|
|
|
|
|
|
|
Interest in earnings (losses) of subsidiaries and associates |
(671,243) |
|
2,271,826 |
|
163,233 |
|
1,907,075 |
|
Interest in losses of joint ventures |
(337,528) |
|
(8,017) |
|
(2,997,532) |
|
(58,271) |
|
Proft for the period from discontinued operation, net of tax |
— |
|
21,582 |
|
— |
|
31,935 |
|
Finance income |
2,184,827 |
|
191,887 |
|
7,309,888 |
|
2,022,082 |
|
|
1,176,056 |
|
2,477,278 |
|
4,475,589 |
|
3,902,821 |
|
|
|
|
|
|
|
|
|
|
Value added to be distributed |
1,303,653 |
|
2,343,824 |
|
17,179,253 |
|
14,356,072 |
|
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
Personnel and payroll charges |
138,142 |
|
142,197 |
|
2,074,627 |
|
2,094,928 |
|
Direct remuneration |
120,375 |
|
112,757 |
|
1,672,995 |
|
1,693,874 |
|
Benefits |
12,195 |
|
9,899 |
|
303,481 |
|
307,475 |
|
FGTS and other |
5,572 |
|
19,541 |
|
98,151 |
|
93,579 |
|
|
|
|
|
|
|
|
|
|
Taxes, fees and contributions |
776,127 |
|
(1,068,326) |
|
5,616,360 |
|
4,096,815 |
|
Federal |
768,506 |
|
(1,094,572) |
|
3,143,728 |
|
1,710,344 |
|
State |
1 |
|
— |
|
2,287,021 |
|
2,233,963 |
|
Municipal |
7,620 |
|
26,246 |
|
185,611 |
|
152,508 |
|
|
|
|
|
|
|
|
|
|
Financial expenses and rents |
4,308,498 |
|
3,396,355 |
|
12,826,192 |
|
7,843,496 |
|
Interest and foreign exchange variation |
4,177,407 |
|
3,351,553 |
|
12,187,502 |
|
7,494,919 |
|
Rents |
— |
|
— |
|
78,486 |
|
116,252 |
|
Other |
131,091 |
|
44,802 |
|
560,204 |
|
232,325 |
|
|
|
|
|
|
|
|
|
|
Equity remuneration |
(3,919,114) |
|
(126,402) |
|
(3,337,926) |
|
320,833 |
|
Proposed dividends |
— |
|
— |
|
810 |
|
— |
|
Non-controlling interests |
— |
|
— |
|
581,188 |
|
447,235 |
|
Profit for the period |
(3,919,114) |
|
(147,984) |
|
(3,919,924) |
|
(158,337) |
|
Result of discontinued operations, net of taxes |
— |
|
21,582 |
|
— |
|
31,935 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 14 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Cosan S.A. (“Cosan” or “the Company”) is a publicly traded company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special New Market (Novo Mercado) segment under the ticker “CSAN3”. The Company’s American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange, or “NYSE”, and trade under the ticket “CSAN”. Cosan is a corporation (sociedade anônima) of indefinite term incorporated under the laws of Brazil, with its registered office in the city of São Paulo, state of São Paulo (SP). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
As of September 30, 2025, Cosan Corporate (Cosan’s Corporate segment) is formed by the following entities:

| (i) | Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
| (ii) | Bradesco BBI S.A. (“Bradesco”) holds preferred shares representing a 23.20% stake in Cosan Dez Participações S.A. (“Cosan Dez”), which has a direct 88% stake in Compass. |
| (iii) | Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 12.73% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.06% stake in Raízen S.A. (“Raízen”). |
Initial Public Offerings of Ordinary Stock
On October 23, 2025, the Company filed a request with the Brazilian Securities and Exchange Commission (“CVM”) for registration of a primary public offering of, initially, 1,450,000,000 common shares (“First Offering”). The offering was expanded by up to 25%, resulting in the additional issuance of 362,500,000 common shares, as a result of the bookbuilding process. The First Offering was anchored by Aguassanta Investimentos S.A. (“AS Investimentos”), Queluz Holdings Limited (“Queluz” and, together with AS Investimentos, “Holdings Aguassanta”), BTG Pactual Holding, and investment vehicles managed by BTG Pactual Gestora de Recursos Ltda. (collectively, “BTG Entities”) and investment vehicles managed by Perfin Infra Administração de Recursos Ltda. (collectively, “Perfin Entities” and, together with the BTG Entities, the “Investors” and, together with Aguassanta Holdings, the “Anchor Investors”).
| 15 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The second public offering of common shares, also structured by the Company in Brazil, was directed to qualified investors and included preemptive rights for subscription granted to shareholders who held common shares of the Company until the close of trading on September 19, 2025 (the last trading session before the announcement of the Share Offerings), excluding the common shares subscribed in the First Offering.
Together, the First Offering and the Second Offering are referred to as the “Share Offerings” and were concluded on November 14, 2025, with the issuance of 2,100,000,000 shares at a price of R$5.00 per share, totaling R$10,500,000, of which R$2,100,000 was allocated to share capital and R$8,400,000 to capital reserve. As a result, the share capital increased from R$8,182,738 to R$10,282,738.
Acquisition of DIPI Holdings Ltda. by Moove
On September 29, 2024, Cosan Lubrificantes e Especialidades S.A. (“CLE”) entered into a purchase and sale agreement to acquire 100% of the shares of DIPI Holdings Ltda, for the price of R$329,006. The transaction was concluded on January 2, 2025, after all the conditions precedent had been met. The Company made the preliminary recognition of the price allocation, as detailed in Note 6.3.
Incorporation of Cosan Oito S.A.
On January 8, 2025, the Company successfully finalized the merger with Cosan Oito S.A. ("Cosan Oito"), after securing the requisite regulatory approvals. Consequently, all assets, liabilities, and shareholders' equity of Cosan Oito were comprehensively transferred to the Company. See Note 6.1.
Partial disposal of investment in Vale S.A.
On January 16, 2025, the Company sold 173,073,795 Vale S.A. (“Vale”) common shares, representing 4.05% of Vale's share capital, for a net commission of R$8,892,802.
After this transaction, the Company kept 4,268,720 Vale common shares, corresponding to 0.10% of the share capital, in the amount of R$242,036. As of September 30, 2025, the value recorded in securities was R$245,793.
Discontinuation of the operation of the Costa Pinto second-generation ethanol (“E2G”) pilot plant.
On January 17, 2025, Raízen, jointly controlled by the Company, announced the discontinuation of the recurring operation of Costa Pinto's Second-Generation Ethanol (E2G) pilot plant (Plant 1), located in Piracicaba, São Paulo. The plant, inaugurated in 2015, will operate as a unit dedicated to the testing and future development of biofuel from the harvest starting on April 1, 2025.
The commercial commitments previously linked to Plant 1 will be met by the Bonfim Plant (Plant 2), which is already in operation, and by the Univalem (Plant 3) and Barra (Plant 4) plants, which are in the commissioning phase and will begin operations after obtaining the necessary regulatory authorizations.
Fire at Moove lubricants factory
On February 8, 2025, a fire broke out at Moove's Ilha do Governador Complex ("CIG"), located in Rio de Janeiro. The incident primarily affected the manufacturing and bottling areas for finished lubricant products, which were inoperative at the time of the incident, representing 10% of the complex's total area.
Moove promptly activated all emergency and risk management protocols to control the incident. The containment measures, implemented through Moove's contingency plan, were effective in minimizing damage to the structure, the local community, and the environment. There were no casualties or injuries, and no environmental or social impacts were identified.
Moove immediately initiated and is currently operating its continuity plan to restore mixing and filling operations.
| 16 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
• Financial assessment of the fire
a) Operational interruption:
The fire was confined to the finished lubricant product manufacturing area. The cleanup and clearance plan for the area is nearing completion. The industrial complex's other operations (bulk lubricant and base oil operations, tank terminals, maritime operations, and pier operations) continued uninterrupted. These operations represent between 30% and 35% of total nominal production.
To mitigate the impacts on the affected areas, Moove has implemented the following measures:
(i) Relocation of the mixing and filling to other production plants, including approved third-party partners.
(ii) Use of the strategic alliance to ensure product availability and supply chain continuity.
(iii) Use of safety stock distributed in the distribution center network.
b) Write-off of assets :
Moove engaged a specialized third-party company with expertise in its operations to conduct a physical inventory of the damaged and unaffected assets in the CIG (Individual Property and Equipment Inventory). This inventory aimed to more accurately determine the true extent of the loss, identify and catalog the affected assets, and measure impairment losses (cost less accumulated depreciation) in accordance with CPC 01/IAS 36 – Impairment of Assets. In addition to the work performed by the specialized third-party company, Moove conducted internal due diligence and field inspections in the directly impacted area, as well as secondary areas exposed to intense heat or chemicals from firefighting. After the work was completed, on September 30, 2025, the final total of damaged fixed assets written off was recognized at R$50,423, recorded in other income and expenses in the company's profit or loss.
c) Inventory reduction
After the incident, an inventory loss survey was conducted to identify lost products located directly in the impacted area and also in the vicinity of the fire site (which underwent qualitative changes). As of September 30, 2025, the total inventory loss is R$35,996 and the tax credit reversal related to the loss is R$11,406, totaling R$47,402 in losses, impacting the cost of goods sold item.
d) Compensation receivable
Moove holds a valid insurance policy that provides coverage for physical damage to the affected assets and for lost profits. Technical analyses were conducted and independent reports were issued by the competent authorities, in addition to the issuance of confirmation letters by the Company's insurers, confirming the existence and the right to insurance coverage as of June 30, 2025. Since then, Moove has been entitled to receive the indemnities for physical damage and lost profits.
To measure the recognized indemnity, independent firms of technical experts specialized in insurance calculations for large-scale claims were engaged.
As of September 30, 2025, the amount of insurance indemnity receivable, recognized in assets for indemnifiable physical damage and lost profits, is R$411,041, of which R$200,000 was received in October 2025. Additionally, in September 2025, the first partial settlement installment for the claim was received, in the amount of R$300,000.
Corporate reorganization of Rumo Malha Norte S.A.
On February 19, 2025, Rumo S.A. (“Rumo”) and Rumo Malha Norte S.A. (“Rumo Malha Norte”) informed their shareholders and the market in general of the approval, by their respective Boards of Directors, of a corporate reorganization proposal, to be submitted to the shareholders for deliberation at general meetings of the companies involved.
To conduct the negotiation of the exchange ratio in the potential corporate reorganization, special independent committees were set up and their members elected.
The corporate reorganization simplified the corporate structure, with the incorporation of shares held by minority shareholders of Rumo Malha Norte (0.26% of the share capital) by Rumo, resulting in the conversion of Rumo Malha Norte into a wholly owned subsidiary. Minority shareholders who maintained their shares until approval at the shareholders' meeting received ordinary shares of Rumo, proportionally to their stake.
| 17 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
On July 30, 2025, the recess period ended without the exercise of rights by the non-controlling shareholders of the indirect subsidiary Rumo Malha Norte. As a result, the subsidiary Rumo initiated the process of transferring shares to incorporate the 0.26% stake. The record date for the transfer of shares was August 14, 2025.
Cosan Dez capital reduction
On February 27, 2025, the Company received the amount of R$1,013,760 related to the capital reduction of Cosan Dez, approved at the Extraordinary General Meeting on June 26, 2024.
Redemption of Cosan Nove preferred shares
On March 31, 2025, the Company redeemed 1,087,179,567 preferred shares of Cosan Nove, previously held by Banco Itaú, for the amount of R$2,169,000. After the transaction, the preferred shares were converted into common shares. As a result, the Company's stake in Cosan Nove increased to 87.27% (see Note 6.1).
Termination of the Share Purchase Agreement for Terminal XXXIX
On June 5, 2025, Rumo announced the termination of the agreement for the sale of shares in Terminal XXXIX de Santos S.A. (“Terminal XXXIX”) due to non-compliance with conditions precedent set forth in the agreement. The termination exempts the parties from any liens, fines, or compensation obligations, while maintaining their 50% equity interest in Terminal XXXIX.
As a result of the termination, the asset was reclassified from "asset held for sale" to "investments." The equity method was recognized for the current and retroactive periods during which the asset was classified as held for sale, totaling R$50,877.
Dividend payment from Rumo S.A.
On June 11, 2025, Rumo S.A. (“Rumo”) approved the distribution of dividends based on retained earnings, in the amount of R$1,500,000. Payment was made on June 25, 2025, and the Company received the amount of R$455,893 without monetary adjustment or interest accrual between the date of approval and the date of actual credit.
Impacts of the US Executive Order
On July 30, 2025, the United States government signed an Executive Order imposing an additional 40% tariff on certain Brazilian products.
Therefore, the Company and its subsidiaries assessed the potential impacts of this measure on their foreign sales and supply chain. They concluded that the provisions of the Executive Order do not have a material impact on their operations, given their low dependence on exports to the United States and the insignificant share of their commercial activities that the products affected by the tariffs represent.
The management continuously monitors international regulations and will adopt the necessary measures to ensure compliance and mitigate potential impacts, reinforcing its market diversification strategy.
Partial spin-off of Raízen S.A. to Raízen Energia S.A.
On July 31, 2025, the partial spin-off of the jointly controlled company Raízen S.A. was approved, transferring part of its assets to Raízen Energia S.A. ("RESA"), effective from August 10, 2025. The operation aimed at the corporate reorganization of the Raízen Group, without altering the share capital or issuing new shares. All assets, rights, and obligations transferred became fully assumed by Raízen Energia S.A., ensuring operational and accounting continuity.
Divestments – Raízen S.A.
During the year 2025, Raízen S.A., through its direct subsidiary RESA, carried out a series of strategic divestments as part of a portfolio renewal process, as detailed below:
|
Asset |
|
Date |
|
Sale value |
|
Leme Plant |
|
05/12/2025 |
|
425,000 |
|
Santa Elisa Plant |
|
07/15/2025 |
|
1,045,000 |
|
Rio Brilhante and Passa Tempo Plants |
|
08/29/2025 |
|
1,543,000 |
|
Distributed Generation Assets |
|
07/24/2025 |
|
544,000 |
|
|
|
|
3,557,000 |
| 18 |
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Early redemption of debentures
On January 22, 2025, the Company requested the optional early redemption of the 1st Series of the 3rd Issue of Simple Debentures, non-convertible into shares, unsecured, with original maturity in 2028, in the total amount of R$750,000 to be increased by the remuneration calculated pro rata temporis from the date of the last payment until the date of the actual payment and the premium.
Early call of Senior Notes ("Bond 2027")
On January 29, 2025, the Company informed the market that it had exercised the early redemption clause of the 2027 Bond, maturing in January 2027. The full redemption, in the amount of U.S.$392,000 thousand, equivalent to R$2,250,825, was carried out on March 14, 2025, at the face value of the bonds.
Tender offers - Bonds 2029, 2030 and 2031 and debentures
During the period of 2025, the Company made partial repurchases of the 5th and 6th issue of Debentures and securities issued by Cosan Luxembourg S.A. (“Cosan Lux”), specifically Bonds 2029, 2030 and 2031, as detailed in the table below:
|
Notes |
Added value |
Added value |
Interest paid |
Prize |
Gain/Loss |
|
5.50% Senior notes – 2029 |
1,347,741 |
1,228,072 |
(30,487) |
(67,135) |
52,534 |
|
7.50% Senior notes – 2030 |
1,600,016 |
1,572,518 |
(17,055) |
(80,379) |
(52,881) |
|
7.25% Senior notes – 2031 |
1,637,819 |
1,588,054 |
(18,008) |
(82,112) |
(32,347) |
|
5th and 6th Debentures |
1,152,469 |
1,152,469 |
(52,384) |
(17,714) |
(17,714) |
Early redemption
On February 12 and 13, 2025, respectively, the Company settled in advance Loan 4.131 in the amount of U.S.$600,000 thousand, equivalent to R$3,462,660, and Debenture in the amount of U.S.$300,000 thousand, equivalent to R$1,733,640, acquired in February 2024 and December 2023, respectively.
With the early settlement of these debts, the Total Return Swap (“TRS”) and Time Deposit operations were also settled, which had been used to internalize debts.
New debts
|
Segment/Modalities |
Date |
Incidence of interest |
Index |
Objective |
Funding costs |
Value |
Maturity |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
Debentures |
03/12/2025 |
Yearly |
CDI + 0.60% p.a. |
Ordinary capital management |
(46,633) |
1,500,000 |
01/27/2029 |
|
Debentures |
03/12/2025 |
Yearly |
CDI + 0.70% p.a. |
Ordinary capital management |
(13,797) |
500,000 |
03/27/2030 |
|
Debentures |
03/12/2025 |
Yearly |
CDI + 1.00% p.a. |
Ordinary capital management |
(13,721) |
500,000 |
03/27/2032 |
|
Compass |
|
|
|
|
|
|
|
|
Debentures |
01/10/2025 |
Yearly |
DI + spread 0.50% p.a. |
Ordinary capital management |
— |
410,000 |
01/07/2027 |
|
Debentures |
02/18/2025 |
Six-monthly |
IPCA + 7.44% p.a. |
Investment |
(18,546) |
800,000 |
01/15/2033 |
|
Loan 4.131 |
03/20/2025 |
Yearly |
CDI + 0.78% p.a. |
Investment |
(859) |
350,000 |
03/20/2026 |
|
Debentures |
05/19/2025 |
Six-monthly |
CDI + 0.45% p.a. |
Investment |
(2,414) |
1,500,000 |
05/15/2028 |
|
Rumo |
|
|
|
|
|
|
|
|
Debentures |
03/28/2025 |
Yearly |
IPCA + 7.47% p.a. |
Ordinary capital management |
(17,020) |
434,949 |
03/28/2037 |
|
Debentures |
03/28/2025 |
Yearly |
IPCA + 7.53% p.a. |
Ordinary capital management |
(63,990) |
1,365,051 |
03/28/2040 |
|
Debentures |
09/29/2025 |
Six-monthly |
IPCA + 6.58% p.a. |
Investment |
(46,187) |
1,000,000 |
10/15/2040 |
|
Moove |
|
|
|
|
|
|
|
|
Loan 4.131 |
01/16/2025 |
Yearly |
CDI + 0.45% p.a. |
Ordinary capital management |
— |
500,000 |
01/18/2028 |
| 19 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The condensed interim individual and consolidated financial statements, contained in the Quarterly Information Return (ITR), have been prepared and are being presented in accordance with Technical Pronouncement CPC 21 (R1) - 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 Quarterly Information (“ITR”).
These condensed interim financial statements should be read in conjunction with the Company's annual consolidated financial statements for the fiscal year ended December 31, 2024 (“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 the International Financial Reporting Standards (“IFRS”). However, selected explanatory notes have been included to clarify events and transactions relevant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.
The presentation of the Interim Statement of Value-Added (“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 - Statement of Value Added. The IFRS do not require the presentation of this statement; therefore, it is presented as supplementary information to the individual and consolidated interim financial statements.
These individual and consolidated condensed interim financial statements were prepared using the same basis of preparation and accounting policies adopted in the preparation of the financial statements as of December 31, 2024. All balances have been rounded to the nearest thousand, unless otherwise indicated.
The relevant information specific to the condensed interim financial statements, and only this information, is disclosed and corresponds to the information used by management in the management of the Company.
These condensed interim financial statements were authorized for issue by the Board of Directors on November 14, 2025.
| 20 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when 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:
| 1) | Raízen: operates in (i) the production, marketing, origination and trading of ethanol, (ii) the production and marketing of bioenergy, (iii) the resale and trading of energy , (iv) the production and marketing of other renewable products (solar energy and biogas), (v) the production, marketing, origination and trading of sugar and (vi) the negotiation and marketing of fossil fuels, renewables and lubricants through a franchised network of service stations under the Shell brand throughout Brazil and Latin America, operating in Argentina and Paraguay. |
| 2) | Compass: its main activities are: (i) distribution of piped natural gas in the South, Southeast and Central West regions for customers in the industrial, residential, commercial, automotive and cogeneration segments; (ii) marketing of natural gas; and (iii) development of infrastructure projects in a regasification terminal |
| 3) | Moove: operates in the production, formulation and distribution of high-performance lubricants, base oils and specialties with headquarters in Brazil and operates in 11 countries in South America, North America, and Europe. It blends, distributes, and sells products under Mobil and proprietary brands for different end-markets including industrial, commercial and passenger/cargo vehicles. |
| 4) | Rumo: logistics services for rail transport, port storage and loading of goods, primarily grains and sugar, leasing of locomotives, wagons, and other railroad equipment, as well as operation of containers. |
| 5) | Radar: A reference in agricultural property management, Radar invests in a diversified portfolio with high potential for appreciation, through participation in the companies Radar, Tellus and Janus. |
Reconciliation:
| 1) | Cosan Corporate: represents the reconciliation of Cosan's corporate structure, which is composed of: (i) senior management and corporate teams, which incur general and administrative expenses and other operating expenses (income), including pre-operating investments; (ii) equity income from investments; and (iii) financial income attributable to cash and debts of the parent company, intermediate holding companies (Cosan Nove and Cosan Dez), offshore financial companies and investment in the Climate Tech Fund, a fund managed by Fifth Wall, specializing in technological innovation. |
Although Raízen S.A. is a joint venture registered under the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of Joint Ventures”.
| 21 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of nine months ended September 30, 2025 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
171,854,900 |
|
12,806,167 |
|
7,039,692 |
|
10,497,408 |
|
468,830 |
|
1,459 |
|
(171,854,900) |
|
(9,118) |
|
30,804,438 |
|
Cost of sales |
(165,195,438) |
|
(9,761,192) |
|
(5,277,225) |
|
(5,548,749) |
|
(31,840) |
|
— |
|
165,195,438 |
|
9,118 |
|
(20,609,888) |
|
Gross profit |
6,659,462 |
|
3,044,975 |
|
1,762,467 |
|
4,948,659 |
|
436,990 |
|
1,459 |
|
(6,659,462) |
|
— |
|
10,194,550 |
|
Selling expenses |
(4,671,200) |
|
(177,480) |
|
(1,189,329) |
|
(43,680) |
|
— |
|
— |
|
4,671,200 |
|
— |
|
(1,410,489) |
|
General and administrative expenses |
(1,703,266) |
|
(594,726) |
|
(467,670) |
|
(469,956) |
|
(71,051) |
|
(202,178) |
|
1,703,266 |
|
— |
|
(1,805,581) |
|
Other operation income (expenses), net |
(489,770) |
|
552,104 |
|
685,879 |
|
30,872 |
|
(7,061) |
|
158,674 |
|
489,770 |
|
— |
|
1,420,468 |
|
Impairment |
— |
|
— |
|
— |
|
(1,000,094) |
|
— |
|
— |
|
— |
|
— |
|
(1,000,094) |
|
Interest in earnings (losses) of subsidiaries and associates |
(37,816) |
|
87,863 |
|
— |
|
73,240 |
|
21,366 |
|
1,571,183 |
|
37,816 |
|
(1,590,419) |
|
163,233 |
|
Interest in earnings (losses) of joint ventures |
(121,138) |
|
— |
|
— |
|
(5,419) |
|
— |
|
(2,992,113) |
|
121,138 |
|
— |
|
(2,997,532) |
|
Finance results, net |
(6,802,994) |
|
(1,156,351) |
|
(239,726) |
|
(2,302,798) |
|
49,312 |
|
(2,236,478) |
|
6,802,994 |
|
— |
|
(5,886,041) |
|
Finance expense |
(6,300,056) |
|
(1,624,483) |
|
(251,845) |
|
(2,571,119) |
|
(1,373) |
|
(2,433,373) |
|
6,300,056 |
|
— |
|
(6,882,193) |
|
Finance income |
2,044,624 |
|
653,643 |
|
86,641 |
|
1,072,012 |
|
50,685 |
|
715,387 |
|
(2,044,624) |
|
— |
|
2,578,368 |
|
Foreign exchange variation, net |
4,105,804 |
|
220,847 |
|
105,599 |
|
873,116 |
|
— |
|
1,746,701 |
|
(4,105,804) |
|
— |
|
2,946,263 |
|
Net effect of derivatives |
(6,653,366) |
|
(406,358) |
|
(180,121) |
|
(1,676,807) |
|
— |
|
(2,265,193) |
|
6,653,366 |
|
— |
|
(4,528,479) |
|
Income tax |
445,254 |
|
(551,274) |
|
(76,920) |
|
(578,846) |
|
(61,865) |
|
(747,535) |
|
(445,254) |
|
— |
|
(2,016,440) |
|
Net profit (loss) for the period |
(6,721,468) |
|
1,205,111 |
|
474,701 |
|
651,978 |
|
367,691 |
|
(4,446,988) |
|
6,721,468 |
|
(1,590,419) |
|
(3,337,926) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(6,753,790) |
|
942,734 |
|
332,617 |
|
193,500 |
|
121,568 |
|
(3,919,114) |
|
6,753,790 |
|
(1,590,419) |
|
(3,919,114) |
|
Non-controlling interests |
32,322 |
|
262,377 |
|
142,084 |
|
458,478 |
|
246,123 |
|
(527,874) |
|
(32,322) |
|
— |
|
581,188 |
|
|
(6,721,468) |
|
1,205,111 |
|
474,701 |
|
651,978 |
|
367,691 |
|
(4,446,988) |
|
6,721,468 |
|
(1,590,419) |
|
(3,337,926) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
7,131,978 |
|
945,990 |
|
305,604 |
|
1,694,315 |
|
204 |
|
14,978 |
|
(7,131,978) |
|
— |
|
2,961,091 |
|
EBITDA |
6,768,250 |
|
3,858,726 |
|
1,096,951 |
|
5,227,937 |
|
380,448 |
|
(1,447,997) |
|
(6,768,250) |
|
(1,590,419) |
|
7,525,646 |
|
Additions to fixed assets, intangible assets and contract assets |
7,687,470 |
|
1,555,239 |
|
98,185 |
|
4,633,521 |
|
7,675 |
|
8,775 |
|
(7,687,470) |
|
— |
|
6,303,395 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
(6,721,468) |
|
1,205,111 |
|
474,701 |
|
651,978 |
|
367,691 |
|
(4,446,988) |
|
6,721,468 |
|
(1,590,419) |
|
(3,337,926) |
|
Income taxes |
(445,254) |
|
551,274 |
|
76,920 |
|
578,846 |
|
61,865 |
|
747,535 |
|
445,254 |
|
— |
|
2,016,440 |
|
Finance results, net |
6,802,994 |
|
1,156,351 |
|
239,726 |
|
2,302,798 |
|
(49,312) |
|
2,236,478 |
|
(6,802,994) |
|
— |
|
5,886,041 |
|
Depreciation and amortization |
7,131,978 |
|
945,990 |
|
305,604 |
|
1,694,315 |
|
204 |
|
14,978 |
|
(7,131,978) |
|
— |
|
2,961,091 |
|
EBITDA |
6,768,250 |
|
3,858,726 |
|
1,096,951 |
|
5,227,937 |
|
380,448 |
|
(1,447,997) |
|
(6,768,250) |
|
(1,590,419) |
|
7,525,646 |
| 22 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of nine months ended September 30, 2024 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Elimination between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
184,326,407 |
|
13,484,910 |
|
7,652,472 |
|
10,473,017 |
|
612,193 |
|
2,076 |
|
(184,326,407) |
|
(42,307) |
|
32,182,361 |
|
Cost of sales |
(173,641,671) |
|
(10,783,987) |
|
(5,450,209) |
|
(5,519,771) |
|
(163,507) |
|
(43) |
|
173,641,671 |
|
42,307 |
|
(21,875,210) |
|
Gross profit |
10,684,736 |
|
2,700,923 |
|
2,202,263 |
|
4,953,246 |
|
448,686 |
|
2,033 |
|
(10,684,736) |
|
— |
|
10,307,151 |
|
Selling expenses |
(4,882,887) |
|
(138,751) |
|
(982,673) |
|
(34,025) |
|
— |
|
— |
|
4,882,887 |
|
— |
|
(1,155,450) |
|
General and administrative expenses |
(2,326,321) |
|
(555,532) |
|
(765,200) |
|
(442,227) |
|
(50,032) |
|
(330,869) |
|
2,326,321 |
|
— |
|
(2,143,860) |
|
Other operation income (expenses), net |
2,313,149 |
|
602,666 |
|
65,012 |
|
(2,735,955) |
|
(6,156) |
|
(389,001) |
|
(2,313,149) |
|
— |
|
(2,463,434) |
|
Interest in earnings (losses) of subsidiaries and associates |
(196,139) |
|
110,691 |
|
— |
|
52,204 |
|
19,921 |
|
2,883,163 |
|
196,139 |
|
(1,158,904) |
|
1,907,075 |
|
Interest in earnings (losses) of joint ventures |
— |
|
— |
|
— |
|
(1,820) |
|
— |
|
(56,451) |
|
— |
|
|
|
(58,271) |
|
Finance results net |
(4,882,716) |
|
(777,877) |
|
(103,078) |
|
(1,842,543) |
|
7,529 |
|
(3,002,457) |
|
4,882,716 |
|
— |
|
(5,718,426) |
|
Finance expense |
(4,188,420) |
|
(1,346,668) |
|
(123,629) |
|
(2,292,946) |
|
(26,638) |
|
(2,030,965) |
|
4,188,420 |
|
— |
|
(5,820,846) |
|
Finance income |
756,488 |
|
765,821 |
|
96,237 |
|
816,621 |
|
34,168 |
|
309,235 |
|
(756,488) |
|
— |
|
2,022,082 |
|
Foreign exchange, net |
(1,927,468) |
|
(268,784) |
|
(68,472) |
|
(677,040) |
|
(1) |
|
(1,495,951) |
|
1,927,468 |
|
— |
|
(2,510,248) |
|
Net effect of derivatives |
476,684 |
|
71,754 |
|
(7,214) |
|
310,822 |
|
— |
|
215,224 |
|
(476,684) |
|
— |
|
590,586 |
|
Income tax |
(768,882) |
|
(590,461) |
|
(179,936) |
|
(638,683) |
|
(51,190) |
|
1,074,383 |
|
768,882 |
|
— |
|
(385,887) |
|
Profit (loss) for the period of continued operation |
(59,060) |
|
1,351,659 |
|
236,388 |
|
(689,803) |
|
368,758 |
|
180,801 |
|
59,060 |
|
(1,158,904) |
|
288,898 |
|
Profit from discontinued operations |
— |
|
31,935 |
|
— |
|
— |
|
— |
|
28,103 |
|
— |
|
(28,103) |
|
31,935 |
|
Net profit (loss) for the period |
(59,060) |
|
1,383,594 |
|
236,388 |
|
(689,803) |
|
368,758 |
|
208,904 |
|
59,060 |
|
(1,187,007) |
|
320,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(96,384) |
|
1,108,774 |
|
165,475 |
|
(211,218) |
|
123,977 |
|
(126,402) |
|
96,384 |
|
(1,187,007) |
|
(126,402) |
|
Non-controlling interests |
37,324 |
|
274,820 |
|
70,913 |
|
(478,585) |
|
244,781 |
|
335,306 |
|
(37,324) |
|
— |
|
447,235 |
|
|
(59,060) |
|
1,383,594 |
|
236,388 |
|
(689,803) |
|
368,758 |
|
208,904 |
|
59,060 |
|
(1,187,007) |
|
320,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
7,618,069 |
|
786,959 |
|
362,841 |
|
1,738,998 |
|
205 |
|
11,782 |
|
(7,618,069) |
|
— |
|
2,900,785 |
|
EBITDA |
13,210,607 |
|
3,538,891 |
|
882,243 |
|
3,530,421 |
|
412,624 |
|
2,148,760 |
|
(13,210,607) |
|
(1,187,007) |
|
9,325,931 |
|
Additions to fixed assets, intangible assets and contract assets |
9,592,128 |
|
1,423,002 |
|
138,730 |
|
3,611,070 |
|
5,214 |
|
7,572 |
|
(9,592,128) |
|
— |
|
5,185,588 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
(59,060) |
|
1,383,594 |
|
236,388 |
|
(689,803) |
|
368,758 |
|
208,904 |
|
59,060 |
|
(1,187,007) |
|
320,833 |
|
Income tax |
768,882 |
|
590,461 |
|
179,936 |
|
638,683 |
|
51,190 |
|
(1,074,383) |
|
(768,882) |
|
— |
|
385,887 |
|
Finance results net |
4,882,716 |
|
777,877 |
|
103,078 |
|
1,842,543 |
|
(7,529) |
|
3,002,457 |
|
(4,882,716) |
|
— |
|
5,718,426 |
|
Depreciation and amortization |
7,618,069 |
|
786,959 |
|
362,841 |
|
1,738,998 |
|
205 |
|
11,782 |
|
(7,618,069) |
|
— |
|
2,900,785 |
|
EBITDA |
13,210,607 |
|
3,538,891 |
|
882,243 |
|
3,530,421 |
|
412,624 |
|
2,148,760 |
|
(13,210,607) |
|
(1,187,007) |
|
9,325,931 |
| 23 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended September 30, 2025 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
60,034,950 |
|
4,261,229 |
|
2,451,840 |
|
3,819,265 |
|
132,415 |
|
4 |
|
(60,034,950) |
|
(568) |
|
10,664,185 |
|
Cost of sales |
(57,336,556) |
|
(3,085,562) |
|
(1,872,156) |
|
(1,979,327) |
|
— |
|
— |
|
57,336,556 |
|
568 |
|
(6,936,477) |
|
Gross profit |
2,698,394 |
|
1,175,667 |
|
579,684 |
|
1,839,938 |
|
132,415 |
|
4 |
|
(2,698,394) |
|
— |
|
3,727,708 |
|
Selling expenses |
(1,487,874) |
|
(67,877) |
|
(431,293) |
|
(13,734) |
|
— |
|
— |
|
1,487,874 |
|
— |
|
(512,904) |
|
General and administrative expenses |
(538,596) |
|
(202,618) |
|
(180,124) |
|
(154,098) |
|
(25,248) |
|
(64,837) |
|
538,596 |
|
— |
|
(626,925) |
|
Other operation income (expenses), net |
(713,396) |
|
84,604 |
|
283,617 |
|
48,323 |
|
(1,684) |
|
(7,316) |
|
713,396 |
|
— |
|
407,544 |
|
Impairment |
— |
|
— |
|
— |
|
(316,955) |
|
— |
|
— |
|
— |
|
— |
|
(316,955) |
|
Interest in earnings (losses) of subsidiaries and associates |
(25,970) |
|
35,455 |
|
— |
|
26,962 |
|
37 |
|
546,984 |
|
25,970 |
|
(544,858) |
|
64,580 |
|
Interest in earnings (losses) of joint ventures |
(37,200) |
|
— |
|
— |
|
(1,454) |
|
— |
|
(1,028,583) |
|
37,200 |
|
— |
|
(1,030,037) |
|
Finance results net |
(2,717,838) |
|
(393,899) |
|
(107,051) |
|
(836,722) |
|
15,952 |
|
(858,437) |
|
2,717,838 |
|
— |
|
(2,180,157) |
|
Finance expense |
(2,000,518) |
|
(531,178) |
|
(89,902) |
|
(781,242) |
|
(362) |
|
(704,923) |
|
2,000,518 |
|
— |
|
(2,107,607) |
|
Finance income |
658,896 |
|
266,202 |
|
26,822 |
|
378,403 |
|
16,314 |
|
136,020 |
|
(658,896) |
|
— |
|
823,761 |
|
Foreign exchange, net |
780,980 |
|
18,770 |
|
(3,232) |
|
130,072 |
|
— |
|
212,198 |
|
(780,980) |
|
— |
|
357,808 |
|
Net effect of derivatives |
(2,157,196) |
|
(147,693) |
|
(40,739) |
|
(563,955) |
|
— |
|
(501,732) |
|
2,157,196 |
|
— |
|
(1,254,119) |
|
Income tax |
470,772 |
|
(199,258) |
|
(44,929) |
|
(176,364) |
|
(18,880) |
|
72,148 |
|
(470,772) |
|
— |
|
(367,283) |
|
Net profit (loss) for the period |
(2,351,708) |
|
432,074 |
|
99,904 |
|
415,896 |
|
102,592 |
|
(1,340,037) |
|
2,351,708 |
|
(544,858) |
|
(834,429) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(2,360,708) |
|
319,743 |
|
70,254 |
|
123,913 |
|
30,948 |
|
(1,185,180) |
|
2,360,708 |
|
(544,858) |
|
(1,185,180) |
|
Non-controlling interests |
9,000 |
|
112,331 |
|
29,650 |
|
291,983 |
|
71,644 |
|
(154,857) |
|
(9,000) |
|
— |
|
350,751 |
|
|
(2,351,708) |
|
432,074 |
|
99,904 |
|
415,896 |
|
102,592 |
|
(1,340,037) |
|
2,351,708 |
|
(544,858) |
|
(834,429) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
2,862,600 |
|
320,531 |
|
107,666 |
|
567,465 |
|
68 |
|
5,153 |
|
(2,862,600) |
|
— |
|
1,000,883 |
|
EBITDA |
2,757,958 |
|
1,345,762 |
|
359,550 |
|
1,996,447 |
|
105,588 |
|
(548,595) |
|
(2,757,958) |
|
(544,858) |
|
2,713,894 |
|
Additions to fixed assets, intangible assets and contract assets |
1,674,246 |
|
592,928 |
|
23,766 |
|
1,474,323 |
|
1,480 |
|
740 |
|
(1,674,246) |
|
— |
|
2,093,237 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
(2,351,708) |
|
432,074 |
|
99,904 |
|
415,896 |
|
102,592 |
|
(1,340,037) |
|
2,351,708 |
|
(544,858) |
|
(834,429) |
|
Income tax |
(470,772) |
|
199,258 |
|
44,929 |
|
176,364 |
|
18,880 |
|
(72,148) |
|
470,772 |
|
— |
|
367,283 |
|
Finance results net |
2,717,838 |
|
393,899 |
|
107,051 |
|
836,722 |
|
(15,952) |
|
858,437 |
|
(2,717,838) |
|
— |
|
2,180,157 |
|
Depreciation and amortization |
2,862,600 |
|
320,531 |
|
107,666 |
|
567,465 |
|
68 |
|
5,153 |
|
(2,862,600) |
|
— |
|
1,000,883 |
|
EBITDA |
2,757,958 |
|
1,345,762 |
|
359,550 |
|
1,996,447 |
|
105,588 |
|
(548,595) |
|
(2,757,958) |
|
(544,858) |
|
2,713,894 |
| 24 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended September 30, 2024 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
72,909,907 |
|
4,947,433 |
|
2,631,920 |
|
3,752,263 |
|
322,222 |
|
2,064 |
|
(72,909,907) |
|
(9,605) |
|
11,646,297 |
|
Cost of sales |
(68,582,245) |
|
(3,914,540) |
|
(1,854,544) |
|
(1,886,183) |
|
(163,507) |
|
— |
|
68,582,245 |
|
9,605 |
|
(7,809,169) |
|
Gross profit |
4,327,662 |
|
1,032,893 |
|
777,376 |
|
1,866,080 |
|
158,715 |
|
2,064 |
|
(4,327,662) |
|
— |
|
3,837,128 |
|
Selling expenses |
(1,873,164) |
|
(52,361) |
|
(353,977) |
|
(11,211) |
|
— |
|
— |
|
1,873,164 |
|
— |
|
(417,549) |
|
General and administrative expenses |
(657,168) |
|
(196,276) |
|
(478,221) |
|
(147,057) |
|
(13,698) |
|
(113,940) |
|
657,168 |
|
— |
|
(949,192) |
|
Other operation income (expenses), net |
21,436 |
|
119,194 |
|
39,242 |
|
(191,400) |
|
(1,997) |
|
(20,191) |
|
(21,436) |
|
— |
|
(55,152) |
|
Interest in earnings (losses) of subsidiaries and associates |
(90,591) |
|
53,217 |
|
— |
|
24,966 |
|
39 |
|
1,036,033 |
|
90,591 |
|
(501,975) |
|
612,280 |
|
Interest in earnings (losses) of joint ventures |
— |
|
— |
|
— |
|
602 |
|
— |
|
(105,939) |
|
— |
|
— |
|
(105,337) |
|
Finance results net |
(1,685,533) |
|
(322,408) |
|
(57,006) |
|
(574,871) |
|
58,107 |
|
(521,116) |
|
1,685,533 |
|
— |
|
(1,417,294) |
|
Finance expense |
(1,847,531) |
|
(457,084) |
|
(92,041) |
|
(688,249) |
|
43,933 |
|
(632,098) |
|
1,847,531 |
|
— |
|
(1,825,539) |
|
Finance income |
258,326 |
|
224,124 |
|
61,374 |
|
280,983 |
|
14,174 |
|
99,941 |
|
(258,326) |
|
— |
|
680,596 |
|
Foreign exchange, net |
458,523 |
|
32,699 |
|
131 |
|
125,391 |
|
— |
|
305,567 |
|
(458,523) |
|
— |
|
463,788 |
|
Net effect of derivatives |
(554,851) |
|
(122,147) |
|
(26,470) |
|
(292,996) |
|
— |
|
(294,526) |
|
554,851 |
|
— |
|
(736,139) |
|
Income tax |
(236,305) |
|
(200,007) |
|
(56,326) |
|
(282,655) |
|
(36,377) |
|
65,320 |
|
236,305 |
|
— |
|
(510,045) |
|
Profit (loss) for the period of continued operation |
(193,663) |
|
434,252 |
|
(128,912) |
|
684,454 |
|
164,789 |
|
342,231 |
|
193,663 |
|
(501,975) |
|
994,839 |
|
Profit from discontinued operations |
— |
|
31,935 |
|
— |
|
— |
|
— |
|
28,103 |
|
— |
|
(28,103) |
|
31,935 |
|
Net profit (loss) for the period |
(193,663) |
|
466,187 |
|
(128,912) |
|
684,454 |
|
164,789 |
|
370,334 |
|
193,663 |
|
(530,078) |
|
1,026,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(216,895) |
|
368,360 |
|
(90,771) |
|
207,024 |
|
45,465 |
|
292,881 |
|
216,895 |
|
(530,078) |
|
292,881 |
|
Non-controlling interests |
23,232 |
|
97,827 |
|
(38,141) |
|
477,430 |
|
119,324 |
|
77,453 |
|
(23,232) |
|
— |
|
733,893 |
|
|
(193,663) |
|
466,187 |
|
(128,912) |
|
684,454 |
|
164,789 |
|
370,334 |
|
193,663 |
|
(530,078) |
|
1,026,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
2,891,481 |
|
281,708 |
|
218,193 |
|
563,123 |
|
68 |
|
3,968 |
|
(2,891,481) |
|
— |
|
1,067,060 |
|
EBITDA |
4,619,656 |
|
1,270,310 |
|
202,613 |
|
2,105,103 |
|
143,127 |
|
830,098 |
|
(4,619,656) |
|
(530,078) |
|
4,021,173 |
|
Additions to fixed assets, intangible assets and contract assets |
2,370,829 |
|
454,037 |
|
50,482 |
|
1,468,194 |
|
419 |
|
5,082 |
|
(2,370,829) |
|
— |
|
1,978,214 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
(193,663) |
|
466,187 |
|
(128,912) |
|
684,454 |
|
164,789 |
|
370,334 |
|
193,663 |
|
(530,078) |
|
1,026,774 |
|
Income tax |
236,305 |
|
200,007 |
|
56,326 |
|
282,655 |
|
36,377 |
|
(65,320) |
|
(236,305) |
|
— |
|
510,045 |
|
Finance results net |
1,685,533 |
|
322,408 |
|
57,006 |
|
574,871 |
|
(58,107) |
|
521,116 |
|
(1,685,533) |
|
— |
|
1,417,294 |
|
Depreciation and amortization |
2,891,481 |
|
281,708 |
|
218,193 |
|
563,123 |
|
68 |
|
3,968 |
|
(2,891,481) |
|
— |
|
1,067,060 |
|
EBITDA |
4,619,656 |
|
1,270,310 |
|
202,613 |
|
2,105,103 |
|
143,127 |
|
830,098 |
|
(4,619,656) |
|
(530,078) |
|
4,021,173 |
| 25 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
September 30, 2025 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
17,640,535 |
|
3,388,199 |
|
1,105,578 |
|
5,430,144 |
|
20,869 |
|
2,953,613 |
|
(17,640,535) |
|
— |
|
12,898,403 |
|
Marketable securities |
977,018 |
|
1,087,413 |
|
133,388 |
|
1,645,592 |
|
172,888 |
|
499,674 |
|
(977,018) |
|
— |
|
3,538,955 |
|
Trade receivables |
8,175,965 |
|
1,805,457 |
|
1,138,444 |
|
729,135 |
|
341,908 |
|
— |
|
(8,175,965) |
|
— |
|
4,014,944 |
|
Derivative financial instruments |
7,764,598 |
|
133,633 |
|
23,420 |
|
1,539,940 |
|
— |
|
42,199 |
|
(7,764,598) |
|
— |
|
1,739,192 |
|
Inventories |
14,704,791 |
|
273,289 |
|
1,532,655 |
|
306,337 |
|
— |
|
— |
|
(14,704,791) |
|
— |
|
2,112,281 |
|
Sectorial financial assets |
— |
|
698,814 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
698,814 |
|
Other financial assets |
92,170 |
|
4,327 |
|
775 |
|
— |
|
— |
|
— |
|
(92,170) |
|
— |
|
5,102 |
|
Other current assets |
13,103,974 |
|
763,966 |
|
711,848 |
|
965,084 |
|
376,300 |
|
2,522,067 |
|
(13,103,974) |
|
(859,127) |
|
4,480,138 |
|
Other non-current assets |
16,525,758 |
|
1,899,459 |
|
314,802 |
|
3,636,920 |
|
26,172 |
|
1,870,483 |
|
(16,525,758) |
|
(145,909) |
|
7,601,927 |
|
Investment in subsidiaries and associates |
725,578 |
|
1,319,262 |
|
— |
|
389,448 |
|
91,681 |
|
16,005,399 |
|
(725,578) |
|
(16,088,085) |
|
1,717,705 |
|
Investment in joint ventures |
1,208,532 |
|
— |
|
— |
|
50,701 |
|
— |
|
7,849,823 |
|
(1,208,532) |
|
— |
|
7,900,524 |
|
Biological assets |
1,582,045 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,582,045) |
|
— |
|
— |
|
Investment property |
— |
|
— |
|
— |
|
— |
|
16,489,000 |
|
— |
|
— |
|
— |
|
16,489,000 |
|
Contract assets |
2,723,659 |
|
1,036,583 |
|
3,336 |
|
— |
|
— |
|
— |
|
(2,723,659) |
|
— |
|
1,039,919 |
|
Right-of-use assets |
7,259,757 |
|
1,575,939 |
|
303,225 |
|
7,830,606 |
|
2,853 |
|
14,376 |
|
(7,259,757) |
|
— |
|
9,726,999 |
|
Property, plant and equipment |
35,842,358 |
|
1,800,396 |
|
825,866 |
|
22,623,770 |
|
12 |
|
48,972 |
|
(35,842,358) |
|
— |
|
25,299,016 |
|
Intangible assets |
8,828,813 |
|
17,086,742 |
|
2,921,898 |
|
6,455,633 |
|
— |
|
11,505 |
|
(8,828,813) |
|
— |
|
26,475,778 |
|
Loans, borrowings and debentures |
(68,611,675) |
|
(14,192,861) |
|
(3,638,890) |
|
(21,758,055) |
|
— |
|
(21,323,994) |
|
68,611,675 |
|
— |
|
(60,913,800) |
|
Derivatives financial instruments - Liabilities |
(9,746,319) |
|
(305,597) |
|
(57,529) |
|
(1,951,677) |
|
— |
|
(694,647) |
|
9,746,319 |
|
— |
|
(3,009,450) |
|
Trade payables |
(11,254,145) |
|
(1,483,313) |
|
(1,632,678) |
|
(946,627) |
|
(20,860) |
|
(8,109) |
|
11,254,145 |
|
— |
|
(4,091,587) |
|
Employee benefits payables |
(1,108,282) |
|
(210,144) |
|
(125,949) |
|
(336,342) |
|
— |
|
(38,103) |
|
1,108,282 |
|
— |
|
(710,538) |
|
Sectorial financial liabilities |
— |
|
(2,194,853) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,194,853) |
|
Other current liabilities |
(7,686,500) |
|
(1,408,871) |
|
(343,744) |
|
(1,029,686) |
|
(98,138) |
|
(534,206) |
|
7,686,500 |
|
321,112 |
|
(3,093,533) |
|
Leases |
(8,156,479) |
|
(1,885,139) |
|
(318,186) |
|
(4,130,617) |
|
(3,111) |
|
(20,258) |
|
8,156,479 |
|
— |
|
(6,357,311) |
|
Other non-current liabilities |
(12,213,104) |
|
(3,327,588) |
|
(591,612) |
|
(7,442,506) |
|
(574,747) |
|
(2,061,124) |
|
12,213,104 |
|
683,943 |
|
(13,313,634) |
|
Total assets (net of liabilities) allocated by segment |
18,379,047 |
|
7,865,113 |
|
2,306,647 |
|
14,007,800 |
|
16,824,827 |
|
7,137,670 |
|
(18,379,047) |
|
(16,088,066) |
|
32,053,991 |
|
Total Asset |
137,155,551 |
|
32,873,479 |
|
9,015,235 |
|
51,603,310 |
|
17,521,683 |
|
31,818,111 |
|
(137,155,551) |
|
(17,093,121) |
|
125,738,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders |
17,808,429 |
|
5,044,542 |
|
1,614,748 |
|
4,184,787 |
|
5,243,989 |
|
5,901,323 |
|
(17,808,429) |
|
(16,088,066) |
|
5,901,323 |
|
Non-controlling shareholders |
570,618 |
|
2,820,571 |
|
691,899 |
|
9,823,013 |
|
11,580,838 |
|
1,236,347 |
|
(570,618) |
|
— |
|
26,152,668 |
|
Total shareholders' equity |
18,379,047 |
|
7,865,113 |
|
2,306,647 |
|
14,007,800 |
|
16,824,827 |
|
7,137,670 |
|
(18,379,047) |
|
(16,088,066) |
|
32,053,991 |
| 26 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
December 31, 2024 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
9,962,864 |
|
5,271,256 |
|
753,347 |
|
7,461,618 |
|
33,041 |
|
3,384,280 |
|
(9,962,864) |
|
— |
|
16,903,542 |
|
Marketable securities |
1,337,706 |
|
1,074,806 |
|
303,492 |
|
812,795 |
|
251,267 |
|
943,941 |
|
(1,337,706) |
|
— |
|
3,386,301 |
|
Trade receivables |
11,053,414 |
|
1,804,823 |
|
1,164,422 |
|
583,349 |
|
443,140 |
|
— |
|
(11,053,414) |
|
— |
|
3,995,734 |
|
Derivative financial instruments |
17,070,322 |
|
356,589 |
|
151,926 |
|
1,647,977 |
|
— |
|
1,642,836 |
|
(17,070,322) |
|
— |
|
3,799,328 |
|
Inventories |
17,435,862 |
|
252,220 |
|
1,538,105 |
|
282,580 |
|
— |
|
— |
|
(17,435,862) |
|
— |
|
2,072,905 |
|
Sectorial financial assets |
— |
|
731,642 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
731,642 |
|
Other financial assets |
87,966 |
|
3,820 |
|
675 |
|
— |
|
— |
|
— |
|
(87,966) |
|
— |
|
4,495 |
|
Other current assets |
10,611,882 |
|
592,317 |
|
288,376 |
|
1,040,439 |
|
72,089 |
|
3,786,460 |
|
(10,611,882) |
|
(2,112,993) |
|
3,666,688 |
|
Other non-current assets |
15,784,732 |
|
1,810,491 |
|
241,816 |
|
3,421,143 |
|
24,870 |
|
2,901,292 |
|
(15,784,732) |
|
(160,256) |
|
8,239,356 |
|
Investment in subsidiaries and associates |
— |
|
1,277,955 |
|
— |
|
280,865 |
|
92,166 |
|
24,235,118 |
|
— |
|
(15,207,538) |
|
10,678,566 |
|
Investment in joint ventures |
2,012,536 |
|
— |
|
— |
|
41,121 |
|
— |
|
10,503,923 |
|
(2,012,536) |
|
— |
|
10,545,044 |
|
Biological Assets |
3,596,878 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,596,878) |
|
— |
|
— |
|
Investment property |
— |
|
— |
|
— |
|
— |
|
16,818,919 |
|
— |
|
— |
|
— |
|
16,818,919 |
|
Contract assets |
2,806,284 |
|
1,110,463 |
|
4,367 |
|
— |
|
— |
|
— |
|
(2,806,284) |
|
— |
|
1,114,830 |
|
Right-of-use assets |
9,549,136 |
|
1,581,601 |
|
316,762 |
|
8,039,779 |
|
3,053 |
|
17,556 |
|
(9,549,136) |
|
— |
|
9,958,751 |
|
Property, plant and equipment |
37,503,618 |
|
1,620,505 |
|
911,277 |
|
20,435,467 |
|
17 |
|
51,750 |
|
(37,503,618) |
|
— |
|
23,019,016 |
|
Intangible assets |
9,472,002 |
|
16,761,631 |
|
3,013,392 |
|
6,545,890 |
|
— |
|
9,872 |
|
(9,472,002) |
|
— |
|
26,330,785 |
|
Loans, borrowings and debentures |
(52,781,598) |
|
(14,449,033) |
|
(3,558,575) |
|
(19,123,218) |
|
— |
|
(29,324,600) |
|
52,781,598 |
|
— |
|
(66,455,426) |
|
Derivatives financial instruments - Liabilities |
(14,464,530) |
|
(389,778) |
|
(57,347) |
|
(1,918,204) |
|
— |
|
(1,104,875) |
|
14,464,530 |
|
— |
|
(3,470,204) |
|
Trade payables |
(20,042,646) |
|
(1,650,748) |
|
(1,735,704) |
|
(1,777,918) |
|
(20,549) |
|
(2,930) |
|
20,042,646 |
|
— |
|
(5,187,849) |
|
Employee benefits payables |
(1,096,336) |
|
(253,655) |
|
(140,553) |
|
(376,475) |
|
— |
|
(43,324) |
|
1,096,336 |
|
— |
|
(814,007) |
|
Sectorial financial liabilities |
— |
|
(2,040,239) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,040,239) |
|
Other current liabilities |
(9,327,070) |
|
(2,876,023) |
|
(428,437) |
|
(1,252,805) |
|
(135,410) |
|
(905,820) |
|
9,327,070 |
|
1,628,676 |
|
(3,969,819) |
|
Leases |
(11,988,100) |
|
(2,122,306) |
|
(327,517) |
|
(4,032,188) |
|
(3,281) |
|
(24,461) |
|
11,988,100 |
|
— |
|
(6,509,753) |
|
Other non-current liabilities |
(14,143,270) |
|
(3,735,956) |
|
(548,995) |
|
(7,177,061) |
|
(580,129) |
|
(2,022,675) |
|
14,143,270 |
|
644,573 |
|
(13,420,243) |
|
Total Assets (net of liabilities) allocated by segment |
24,441,652 |
|
6,732,381 |
|
1,890,829 |
|
14,935,154 |
|
16,999,193 |
|
14,048,343 |
|
(24,441,652) |
|
(15,207,538) |
|
39,398,362 |
|
Total Asset |
148,285,202 |
|
34,250,119 |
|
8,687,957 |
|
50,593,023 |
|
17,738,562 |
|
47,477,028 |
|
(148,285,202) |
|
(17,480,787) |
|
141,265,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
23,864,556 |
|
4,091,601 |
|
1,326,385 |
|
4,477,643 |
|
5,311,909 |
|
10,903,764 |
|
(23,864,556) |
|
(15,207,538) |
|
10,903,764 |
|
Non-controlling interests |
577,096 |
|
2,640,780 |
|
564,444 |
|
10,457,511 |
|
11,687,284 |
|
3,144,579 |
|
(577,096) |
|
— |
|
28,494,598 |
|
Total shareholders' equity |
24,441,652 |
|
6,732,381 |
|
1,890,829 |
|
14,935,154 |
|
16,999,193 |
|
14,048,343 |
|
(24,441,652) |
|
(15,207,538) |
|
39,398,362 |
| 27 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Reported segments |
|
|
|
|
|
|
|
|
Raízen |
|
|
|
|
|
|
|
|
Ethanol |
5,447,894 |
|
7,137,410 |
|
17,561,438 |
|
18,392,284 |
|
Sugar |
9,166,496 |
|
14,453,006 |
|
21,724,620 |
|
28,672,624 |
|
Gasoline |
16,242,848 |
|
17,436,232 |
|
49,402,358 |
|
48,823,304 |
|
Diesel |
24,048,364 |
|
29,056,550 |
|
69,019,266 |
|
77,246,718 |
|
Cogeneration |
2,652,776 |
|
1,983,602 |
|
6,613,492 |
|
3,656,222 |
|
Other |
2,476,572 |
|
2,843,107 |
|
7,533,726 |
|
7,535,255 |
|
|
60,034,950 |
|
72,909,907 |
|
171,854,900 |
|
184,326,407 |
|
Compass |
|
|
|
|
|
|
|
|
Natural gas distribution |
|
|
|
|
|
|
|
|
Industrial |
2,065,264 |
|
3,191,641 |
|
6,903,240 |
|
8,883,732 |
|
Residential |
783,495 |
|
688,605 |
|
1,986,218 |
|
1,738,114 |
|
Cogeneration |
48,001 |
|
126,022 |
|
256,690 |
|
378,647 |
|
Automotive |
108,102 |
|
121,778 |
|
330,381 |
|
357,168 |
|
Commercial |
240,928 |
|
234,756 |
|
680,588 |
|
641,789 |
|
Construction revenue |
426,180 |
|
425,193 |
|
1,094,635 |
|
1,126,377 |
|
Other |
97,492 |
|
89,972 |
|
253,055 |
|
284,468 |
|
|
3,769,462 |
|
4,877,967 |
|
11,504,807 |
|
13,410,295 |
|
Marketing & services |
|
|
|
|
|
|
|
|
Gas commercialization |
491,767 |
|
69,466 |
|
1,301,360 |
|
74,615 |
|
|
4,261,229 |
|
4,947,433 |
|
12,806,167 |
|
13,484,910 |
|
Moove |
|
|
|
|
|
|
|
|
Finished product |
2,066,411 |
|
2,247,458 |
|
5,923,673 |
|
6,522,220 |
|
Base oil |
272,912 |
|
172,980 |
|
723,748 |
|
491,602 |
|
Services |
112,517 |
|
211,482 |
|
392,271 |
|
638,650 |
|
|
2,451,840 |
|
2,631,920 |
|
7,039,692 |
|
7,652,472 |
|
Rumo |
|
|
|
|
|
|
|
|
North operations |
3,024,187 |
|
3,016,419 |
|
8,449,868 |
|
8,266,335 |
|
South operations |
578,304 |
|
564,981 |
|
1,469,069 |
|
1,730,394 |
|
Container operations |
216,774 |
|
170,863 |
|
578,471 |
|
476,288 |
|
|
3,819,265 |
|
3,752,263 |
|
10,497,408 |
|
10,473,017 |
|
Radar |
|
|
|
|
|
|
|
|
Lease and sale of lands |
132,415 |
|
322,222 |
|
468,830 |
|
612,193 |
|
|
132,415 |
|
322,222 |
|
468,830 |
|
612,193 |
|
Reconciliation |
|
|
|
|
|
|
|
|
Cosan Corporate |
4 |
|
2,064 |
|
1,459 |
|
2,076 |
|
Deconsolidation of joint venture, adjustments and eliminations |
(60,035,518) |
|
(72,919,512) |
|
(171,864,018) |
|
(184,368,714) |
|
|
|
|
|
|
|
|
|
|
Total |
10,664,185 |
|
11,646,297 |
|
30,804,438 |
|
32,182,361 |
| 28 |
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
Net revenue |
||||||
|
Brazil |
9,195,715 |
|
10,064,344 |
|
26,380,574 |
|
27,577,788 |
|
Europe (i) |
821,568 |
|
788,590 |
|
2,420,884 |
|
2,232,774 |
|
Latin America (ii) |
102,373 |
|
168,057 |
|
311,181 |
|
532,655 |
|
United States of America |
535,381 |
|
604,408 |
|
1,659,411 |
|
1,785,509 |
|
Asia and other (iii) |
9,148 |
|
20,898 |
|
32,388 |
|
53,635 |
|
Total |
10,664,185 |
|
11,646,297 |
|
30,804,438 |
|
32,182,361 |
| (i) | England, France, Spain and Portugal; |
| (ii) |
Argentina, Bolivia, Uruguay and Paraguay; and |
| (iii) | Singapore, United Arab Emirates and Oceania. |
| 29 |
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company's financial assets and liabilities are stated as classified below:
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
205,389 |
|
986,278 |
|
1,196,389 |
|
2,122,442 |
|
Marketable securities |
|
|
392,898 |
|
805,335 |
|
3,538,955 |
|
3,386,301 |
|
Derivative financial instruments |
5.3 |
|
42,199 |
|
1,565,495 |
|
1,739,192 |
|
3,799,328 |
|
Other financial assets |
|
|
— |
|
— |
|
5,102 |
|
4,495 |
|
|
|
|
640,486 |
|
3,357,108 |
|
6,479,638 |
|
9,312,566 |
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
2,488,228 |
|
1,214,989 |
|
11,702,014 |
|
14,781,100 |
|
Trade receivables |
|
|
— |
|
— |
|
4,014,944 |
|
3,995,734 |
|
Restricted cash |
|
|
191 |
|
— |
|
217,525 |
|
174,303 |
|
Receivables from related parties |
5.4 |
|
231,258 |
|
406,981 |
|
212,229 |
|
399,889 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
698,814 |
|
731,642 |
|
Judicial deposits |
10 |
|
347,356 |
|
416,969 |
|
1,035,371 |
|
1,056,690 |
|
Dividends and interest on equity receivable |
|
|
11,850 |
|
19,377 |
|
24,617 |
|
153,548 |
|
Reduction of capital receivable |
|
|
6,494 |
|
1,013,714 |
|
— |
|
— |
|
|
|
|
3,085,377 |
|
3,072,030 |
|
17,905,514 |
|
21,292,906 |
|
Total |
|
|
3,725,863 |
|
6,429,138 |
|
24,385,152 |
|
30,605,472 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
(16,072,904) |
|
(21,350,555) |
|
(32,351,526) |
|
(38,161,392) |
|
Trade payables |
5.5 |
|
(7,986) |
|
(2,900) |
|
(4,091,587) |
|
(5,187,849) |
|
Consideration payable |
|
|
— |
|
— |
|
(180,686) |
|
(246,256) |
|
Other financial liabilities (i) |
|
|
— |
|
— |
|
(629,202) |
|
(1,067,839) |
|
Leases |
|
|
(20,259) |
|
(24,459) |
|
(6,357,311) |
|
(6,509,753) |
|
Railroad concession payable |
|
|
— |
|
— |
|
(3,849,859) |
|
(3,721,190) |
|
Related parties payables |
5.4 |
|
(5,417,948) |
|
(7,263,024) |
|
(343,183) |
|
(417,488) |
|
Dividends payable |
11 |
|
(39) |
|
(3,495) |
|
(95,699) |
|
(96,722) |
|
Reduction of share capital payable |
|
|
— |
|
— |
|
— |
|
(486,285) |
|
Sectorial financial liabilities |
|
|
— |
|
— |
|
(80,054) |
|
(64,718) |
|
Installment of tax debts |
|
|
(141,879) |
|
(219,429) |
|
(161,546) |
|
(254,302) |
|
|
|
|
(21,661,015) |
|
(28,863,862) |
|
(48,140,653) |
|
(56,213,794) |
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
— |
|
— |
|
(28,562,274) |
|
(28,294,034) |
|
Derivative financial instruments |
5.3 |
|
(694,647) |
|
(1,104,874) |
|
(3,009,450) |
|
(3,470,204) |
|
Other trades payable |
|
|
— |
|
— |
|
(12,362) |
|
(12,362) |
|
|
|
|
(694,647) |
|
(1,104,874) |
|
(31,584,086) |
|
(31,776,600) |
|
Total |
|
|
(22,355,662) |
|
(29,968,736) |
|
(79,724,739) |
|
(87,990,394) |
| (i) | The Company's subsidiaries adopt strategies to optimize working capital efficiency, including extending payment terms with their suppliers and entering into structured payment agreements (also known as reverse factoring or drawn risk) with financial institutions. |
| 30 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Cash and bank accounts |
325 |
|
414 |
|
702,702 |
|
958,738 |
|
Savings account |
41,535 |
|
48,831 |
|
783,202 |
|
485,393 |
|
Financial investments |
2,651,757 |
|
2,152,022 |
|
11,412,499 |
|
15,459,411 |
|
Total |
2,693,617 |
|
2,201,267 |
|
12,898,403 |
|
16,903,542 |
Financial investments include the following:
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Applications in investment funds |
|
|
|
|
|
|
|
|
Repurchase agreements |
37,145 |
|
400,251 |
|
871,443 |
|
1,493,278 |
|
Certificate of bank deposits – CDB |
168,244 |
|
586,027 |
|
324,480 |
|
604,398 |
|
Other investments |
— |
|
— |
|
466 |
|
24,766 |
|
|
205,389 |
|
986,278 |
|
1,196,389 |
|
2,122,442 |
|
|
|
|
|
|
|
|
|
|
Applications in banks |
|
|
|
|
|
|
|
|
Repurchase agreements |
— |
|
— |
|
420,301 |
|
236,101 |
|
Certificate of bank deposits – CDB |
2,446,368 |
|
1,165,549 |
|
9,795,809 |
|
12,102,078 |
|
Other investments |
— |
|
195 |
|
— |
|
998,790 |
|
|
2,446,368 |
|
1,165,744 |
|
10,216,110 |
|
13,336,969 |
|
Total |
2,651,757 |
|
2,152,022 |
|
11,412,499 |
|
15,459,411 |
a) Composition
|
|
|
Interest |
|
Parent Company |
||||
|
Description |
|
Average debt Index |
|
Average annual interest rate |
|
September 30, 2025 |
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 1.29% |
|
16.38% |
|
11,411,340 |
|
10,554,301 |
|
Debentures |
|
IPCA + 5.75% |
|
11.29% |
|
443,442 |
|
433,499 |
|
Debentures |
|
Prefixed |
|
7.52% |
|
3,185,857 |
|
5,636,584 |
|
Commercial bank Notes |
|
CDI + 1.77% |
|
16.94% |
|
1,032,265 |
|
1,020,037 |
|
Loan 4.131 |
|
|
|
|
|
— |
|
3,706,134 |
|
Total |
|
|
|
|
|
16,072,904 |
|
21,350,555 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
386,529 |
|
347,032 |
|
Non-current |
|
|
|
|
|
15,686,375 |
|
21,003,523 |
| 31 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Interest |
|
Consolidated |
||||
|
Description |
|
Average debt Index |
|
Average annual interest rate |
|
September 30, 2025 |
|
December 31, 2024 |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 1.29% |
|
16.38% |
|
11,411,340 |
|
10,554,301 |
|
Debentures |
|
IPCA + 5.75% |
|
11.29% |
|
443,442 |
|
433,499 |
|
Commercial bank notes |
|
CDI + 1.77% |
|
16.94% |
|
1,032,265 |
|
1,020,037 |
|
Perpetual Notes |
|
Prefixed |
|
8.25% |
|
2,692,818 |
|
3,135,174 |
|
Senior Notes |
|
Prefixed |
|
6.50% |
|
5,744,129 |
|
14,181,589 |
|
|
|
|
|
|
|
21,323,994 |
|
29,324,600 |
|
Compass |
|
|
|
|
|
|
|
|
|
BNDES |
|
IPCA + 4.54% |
|
10.10% |
|
2,809,055 |
|
3,034,743 |
|
Debentures |
|
CDI + 0.76% |
|
15.64% |
|
5,724,493 |
|
5,378,989 |
|
Loan 4.131 |
|
VC + 4.04% |
|
4.04% |
|
813,372 |
|
2,695,565 |
|
Loan 4.131 |
|
CDI + 0.78% |
|
15.80% |
|
377,614 |
|
— |
|
Debentures (Law 12.431) |
|
IPCA + 6.38% |
|
11.95% |
|
4,081,940 |
|
2,956,899 |
|
Debentures |
|
IGPM + 6.10% |
|
9.10% |
|
386,386 |
|
382,837 |
|
|
|
|
|
|
|
14,192,860 |
|
14,449,033 |
|
Moove |
|
|
|
|
|
|
|
|
|
Offshore loan 4.131 |
|
Prefixed |
|
5.50% |
|
— |
|
15,729 |
|
Loan 4.131 |
|
CDI + 0.45% |
|
15.42% |
|
550,735 |
|
— |
|
Acquisition Finance |
|
SOFR + 1.50% |
|
1.50% |
|
2,029,946 |
|
2,346,950 |
|
Working capital |
|
SONIA + 1.30% |
|
1.30% |
|
250,769 |
|
272,318 |
|
Export Credit Note |
|
SOFR + 1.30% |
|
5.48% |
|
269,931 |
|
316,442 |
|
Export Prepayment |
|
SOFR + 1.30% |
|
5.64% |
|
537,510 |
|
607,136 |
|
|
|
|
|
|
|
3,638,891 |
|
3,558,575 |
|
Rumo |
|
|
|
|
|
|
|
|
|
ACF |
|
IPCA + 6.48% |
|
12.06% |
|
325,706 |
|
299,706 |
|
BNDES |
|
URTJLP + 2.06% |
|
11.14% |
|
1,537,736 |
|
1,861,658 |
|
CCB |
|
IPCA + 0.94% |
|
6.23% |
|
809,065 |
|
874,513 |
|
Debentures |
|
CDI + 0.70% |
|
15.70% |
|
251,406 |
|
— |
|
Debentures (Law 12.431) |
|
IPCA + 5.62% |
|
11.16% |
|
13,908,943 |
|
10,722,182 |
|
Export Credit Agency ("ECA") |
|
Euribor + 0,58% |
|
2.69% |
|
18,839 |
|
38,525 |
|
NCE |
|
|
|
|
|
— |
|
276,661 |
|
Senior Notes |
|
Prefixed |
|
4.30% |
|
4,906,360 |
|
5,049,973 |
|
|
|
|
|
|
|
21,758,055 |
|
19,123,218 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
60,913,800 |
|
66,455,426 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
3,890,069 |
|
4,403,148 |
|
Non-current |
|
|
|
|
|
57,023,731 |
|
62,052,278 |
| 32 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Changes in loans, borrowings and debentures
|
|
|
Parent Company |
|
Consolidated |
|
Balance as at January 1, 2025 |
|
21,350,555 |
|
66,455,426 |
|
Proceeds |
|
2,427,312 |
|
8,873,844 |
|
Repayment of principal |
|
(7,148,782) |
|
(13,762,035) |
|
Payment of interest |
|
(1,316,001) |
|
(3,448,240) |
|
Interest on work in progress |
|
— |
|
(63,507) |
|
Acquisition of subsidiaries (Note 6.3) |
|
— |
|
(77,002) |
|
Interest, exchange rate and fair value |
|
759,820 |
|
2,935,314 |
|
Balance as at September 30, 2025 |
|
16,072,904 |
|
60,913,800 |
c) Offset of assets and liabilities
|
|
Segment |
|
September 30, 2025 |
|
December 31, 2024 |
|
Assets |
|
|
|
|
|
|
Credit Linked Notes |
Rumo |
|
5,375,454 |
|
6,334,168 |
|
Time deposit |
Cosan Corporate |
|
— |
|
3,718,105 |
|
TRS |
Cosan Corporate |
|
3,187,831 |
|
5,640,466 |
|
Total |
|
|
8,563,285 |
|
15,692,739 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
NCEs |
Rumo |
|
(5,375,454) |
|
(6,334,168) |
|
Loan 4.131 (i) |
Cosan Corporate |
|
— |
|
(3,718,105) |
|
Debentures |
Cosan Corporate |
|
(3,187,831) |
|
(5,640,466) |
|
Total |
|
|
(8,563,285) |
|
(15,692,739) |
|
Net Balance |
|
|
— |
|
— |
| (i) | The balance of Loan 4.131 was settled as mentioned in Note 2.2. |
d) Covenants
The Company and its subsidiaries are required to comply with the financial clauses per the terms of the main loan lines both financial and non-financial, as set forth in the loan and financing agreements.
As of September 30, 2025, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive covenants. The terms of the loans include cross-default provisions.
| 33 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company uses swap instruments, whose fair value is determined from discounted cash flows based on market curves, to hedge the exposure to foreign exchange rate risk and interest, and inflation risk. The consolidated data are presented below:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Notional |
|
Fair value |
|
Notional |
|
Fair value |
||||||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Exchange rate derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward agreements |
— |
|
942,987 |
|
— |
|
18,402 |
|
287,735 |
|
1,042,896 |
|
(11,843) |
|
28,392 |
|
FX option agreements |
— |
|
— |
|
— |
|
— |
|
328,500 |
|
411,000 |
|
5,639 |
|
3,096 |
|
|
— |
|
942,987 |
|
— |
|
18,402 |
|
616,235 |
|
1,453,896 |
|
(6,204) |
|
31,488 |
|
Commodity derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward contract - NDF |
— |
|
— |
|
— |
|
— |
|
13,849 |
|
21,174 |
|
6,304 |
|
(7,158) |
|
|
— |
|
— |
|
— |
|
— |
|
13,849 |
|
21,174 |
|
6,304 |
|
(7,158) |
|
Foreing exchange and interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (interest rate) |
350,000 |
|
350,000 |
|
16,055 |
|
(4,705) |
|
350,000 |
|
6,453,930 |
|
16,056 |
|
(364,783) |
|
Swap agreements (interest and FX) |
8,554,135 |
|
13,686,022 |
|
(334,807) |
|
1,520,581 |
|
17,036,042 |
|
20,195,459 |
|
(826,499) |
|
1,912,553 |
|
Swap agreements (interest and inflation) |
— |
|
— |
|
— |
|
— |
|
21,576,715 |
|
12,247,351 |
|
(126,219) |
|
(246,660) |
|
|
8,904,135 |
|
14,036,022 |
|
(318,752) |
|
1,515,876 |
|
38,962,757 |
|
38,896,740 |
|
(936,662) |
|
1,301,110 |
|
Share price risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (TRS) |
944,593 |
|
1,817,821 |
|
(358,318) |
|
(1,073,657) |
|
944,593 |
|
1,817,821 |
|
(358,318) |
|
(1,073,657) |
|
Call Spread |
5,594,212 |
|
— |
|
24,622 |
|
— |
|
5,594,212 |
|
4,667,709 |
|
24,622 |
|
77,341 |
|
|
6,538,805 |
|
1,817,821 |
|
(333,696) |
|
(1,073,657) |
|
6,538,805 |
|
6,485,530 |
|
(333,696) |
|
(996,316) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of financial instruments |
|
|
|
|
(652,448) |
|
460,621 |
|
|
|
|
|
(1,270,258) |
|
329,124 |
|
Current assets |
|
|
|
|
— |
|
18,402 |
|
|
|
|
|
84,178 |
|
905,341 |
|
Non-current assets |
|
|
|
|
42,199 |
|
1,547,093 |
|
|
|
|
|
1,655,014 |
|
2,893,987 |
|
Current liabilities |
|
|
|
|
(378,723) |
|
(1,074,991) |
|
|
|
|
|
(2,150,537) |
|
(2,504,117) |
|
Non-current liabilities |
|
|
|
|
(315,924) |
|
(29,883) |
|
|
|
|
|
(858,913) |
|
(966,087) |
|
Total |
|
|
|
|
(652,448) |
|
460,621 |
|
|
|
|
|
(1,270,258) |
|
329,124 |
| 34 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Below, we present the breakdown of the registration value of debt and non-debt derivative financial instruments:
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Derivative financial instruments |
(318,752) |
|
1,534,278 |
|
(877,085) |
|
1,319,512 |
|
Non-derivative financial instruments |
(333,696) |
|
(1,073,657) |
|
(393,173) |
|
(990,388) |
|
|
(652,448) |
|
460,621 |
|
(1,270,258) |
|
329,124 |
Derivatives are only used for economic hedging purposes and not as speculative investments.
a) Fair value hedge
The Company, through its subsidiaries, adopts fair value hedge accounting for some of its operations.
There is an economic relationship between the hedged item and the hedging instrument because the terms of the interest and FX rate swap correspond to the terms of the fixed-rate loan, i.e., notional amount, term, and payment. Since the underlying risk of the interest and FX rate swap is identical to the hedged risk component, the Company has established a hedge ratio of 1:1 for its hedging relationships. The Company employs the discounted cash flow method and compares changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk in order to evaluate the effectiveness of the hedge. According to the Company's assessment, the sources of hedge ineffectiveness that are most likely to impact the hedge relationship during its term are: (i) a reduction or change in the hedged item; and (ii) a change in the Company's or the contracted swap counterparty's credit risk. The following amounts were associated with the items designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
Accumulated fair value of hedge adjustments |
||||
|
|
Subsidiary |
|
Index |
|
Unit |
|
Notional |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPE |
Moove |
|
US$ + 1.40% |
|
USD |
|
(100,000) |
|
(537,510) |
|
(620,690) |
|
3,190 |
|
(13,554) |
|
NCE |
Moove |
|
US$ + 1.30% |
|
USD |
|
(50,000) |
|
(269,931) |
|
(320,606) |
|
431 |
|
(4,164) |
|
Senior Notes 2028 |
Rumo |
|
US$ + 5.30% |
|
BRL |
|
(2,791,600) |
|
(2,429,108) |
|
(2,631,834) |
|
(246,292) |
|
(519,686) |
|
Senior Notes 2032 |
Rumo |
|
US$ + 4.20% |
|
BRL |
|
(2,824,075) |
|
(2,477,252) |
|
(2,418,140) |
|
(163,737) |
|
(687,411) |
|
NCE U.S.$ |
Rumo |
|
SOFR + 1.30% |
|
BRL |
|
— |
|
— |
|
(25,341) |
|
— |
|
(131,663) |
|
Total |
|
|
|
|
|
|
|
|
(5,713,801) |
|
(6,016,611) |
|
(406,408) |
|
(1,356,478) |
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Comgás |
|
IPCA + 3.25% |
|
BRL |
|
(729,165) |
|
(618,976) |
|
(678,785) |
|
99,163 |
|
100,511 |
|
Debentures |
Rumo |
|
IPCA + 5.62% |
|
BRL |
|
(12,935,026) |
|
(13,205,505) |
|
(9,719,039) |
|
(1,746,854) |
|
(1,851,762) |
|
ACF |
Rumo |
|
IPCA + 6.48% |
|
BRL |
|
(312,528) |
|
(325,706) |
|
(299,706) |
|
(15,843) |
|
(13,635) |
|
Finem |
Rumo |
|
TLP + 2.06% |
|
BRL |
|
(19,951) |
|
(20,631) |
|
(25,764) |
|
(2,059) |
|
(2,212) |
|
CCB |
Rumo |
|
IPCA + 0.94% |
|
BRL |
|
(909,816) |
|
(809,065) |
|
(874,513) |
|
(93,274) |
|
(63,520) |
|
Total |
|
|
|
|
|
|
|
|
(14,979,883) |
|
(11,597,807) |
|
(1,758,867) |
|
(1,830,618) |
| 35 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
|
|
|
September 30, 2025 |
December 31, 2024 |
|||||||||
|
Subsidiary |
Index |
Unit |
Notional |
Assets |
Liabilities |
Assets |
Liabilities |
||||||||
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPE |
Moove |
|
CDI + 0.79% |
|
USD |
|
100,000 |
|
11,653 |
|
34,387 |
|
108,413 |
|
42,288 |
|
NCE |
Moove |
|
CDI + 0.60% |
|
USD |
|
50,000 |
|
11,767 |
|
23,142 |
|
43,512 |
|
15,060 |
|
Currency and interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2028 |
Rumo |
|
115% CDI |
|
BRL |
|
2,791,600 |
|
2,445,973 |
|
2,711,939 |
|
2,657,287 |
|
2,707,334 |
|
Swap Senior Notes 2032 |
Rumo |
|
106% CDI |
|
BRL |
|
2,824,075 |
|
2,519,453 |
|
2,680,708 |
|
4,039,312 |
|
3,926,328 |
|
NCE U.S.$ |
Rumo |
|
SOFR + 1.30% |
|
BRL |
|
— |
|
— |
|
— |
|
25,341 |
|
124,097 |
|
Total |
|
|
|
|
|
|
|
|
4,988,846 |
|
5,450,176 |
|
6,873,865 |
|
6,815,107 |
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Comgás |
|
99.70% CDI |
|
BRL |
|
729,165 |
|
631,310 |
|
733,590 |
|
693,704 |
|
795,268 |
|
Swap Debenture |
Rumo |
|
104% CDI |
|
BRL |
|
12,935,026 |
|
13,435,178 |
|
13,451,492 |
|
10,016,793 |
|
10,377,790 |
|
ACF |
Rumo |
|
96% CDI |
|
BRL |
|
312,528 |
|
331,203 |
|
350,340 |
|
304,962 |
|
318,827 |
|
Finem |
Rumo |
|
96% CDI |
|
BRL |
|
19,951 |
|
21,673 |
|
20,067 |
|
23,552 |
|
22,614 |
|
CCB |
Rumo |
|
64% CDI |
|
BRL |
|
909,816 |
|
817,140 |
|
914,377 |
|
882,930 |
|
946,589 |
|
Total |
|
|
|
|
|
|
|
|
15,236,504 |
|
15,469,866 |
|
11,921,941 |
|
12,461,088 |
| 36 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Fair value option
Certain derivatives instruments were not designated to documented hedging structures.
The Company chose to designate the hedged liabilities (hedge objects) to be recorded at fair value through profit or loss as below:
|
|
|
Carrying amount |
Accumulated fair value |
||||||||
|
Index |
Notional |
September 30, 2025 |
December 31, 2024 |
September 30, 2025 |
December 31, 2024 |
||||||
|
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 (Cosan Luxembourg) |
USD + 7.00% |
|
— |
|
— |
|
(2,475,674) |
|
— |
|
(1,540,318) |
|
Export Credit Agreement (Rumo) |
EUR + 0.58% |
|
(12,685) |
|
(18,839) |
|
(38,525) |
|
36 |
|
(713) |
|
Scotiabank 2022 (Compass) |
USD + 2.51% |
|
— |
|
— |
|
(1,245,669) |
|
— |
|
3,580 |
|
Scotiabank 2023 (Compass) |
USD + 4.76% |
|
(749,310) |
|
(813,372) |
|
(926,262) |
|
(3,732) |
|
5,920 |
|
BNP Paribas 2024 (Compass) |
EUR + 5.74% |
|
— |
|
— |
|
(523,634) |
|
— |
|
(19,408) |
|
Total |
|
|
|
|
(832,211) |
|
(5,209,764) |
|
(3,696) |
|
(1,550,939) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk and inflation |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Projects VI e VII (Compass) |
IPCA + 4.10% |
|
(83,968) |
|
(72,187) |
|
(88,477) |
|
3,532 |
|
3,288 |
|
BNDES Project VIII (Compass) |
IPCA + 3.25% |
|
(634,494) |
|
(576,750) |
|
(639,325) |
|
47,309 |
|
39,439 |
|
BNDES Project IX (Compass) |
IPCA + 5.74% |
|
(553,287) |
|
(566,410) |
|
(554,820) |
|
54,071 |
|
54,110 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(299,550) |
|
(292,777) |
|
(287,962) |
|
23,128 |
|
22,242 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(192,324) |
|
(187,373) |
|
(184,883) |
|
11,999 |
|
10,864 |
|
BNDES Project IX - Sub B (Compass) |
IPCA + 6.01% |
|
(308,335) |
|
(301,204) |
|
(295,695) |
|
24,334 |
|
23,999 |
|
Debenture 4th issue - 3rd Series (Compass) |
IPCA + 7.36% |
|
(38,273) |
|
(46,112) |
|
(41,436) |
|
427 |
|
718 |
|
Debenture 9th issue - 1st Series (Compass) |
IPCA + 5.12% |
|
(500,000) |
|
(563,312) |
|
(512,946) |
|
82,266 |
|
88,728 |
|
Debenture 9th issue - 2nd Series (Compass) |
IPCA + 5.22% |
|
(500,000) |
|
(521,128) |
|
(466,173) |
|
128,668 |
|
133,379 |
|
Debenture 11th issue - 1st Series (Compass) |
IPCA + 6.38% |
|
(750,000) |
|
(741,304) |
|
(685,420) |
|
71,001 |
|
72,780 |
|
Debenture 11th issue - 2nd Series (Compass) |
IPCA + 6.45% |
|
(750,000) |
|
(722,228) |
|
(662,782) |
|
82,111 |
|
85,912 |
|
Debenture 12th issue – Single series (Compass) |
IPCA + 7.17% |
|
(600,000) |
|
(628,933) |
|
(588,142) |
|
(7,089) |
|
(10,096) |
|
Debenture 2nd issue – Single series (Compass) |
IPCA + 7.44% |
|
(800,000) |
|
(858,923) |
|
— |
|
(58,923) |
|
— |
|
Debentures (Rumo) |
IPCA + 4.68% |
|
(60,000) |
|
(169,600) |
|
(248,085) |
|
(1,780) |
|
(59,916) |
|
Debentures (Rumo) |
IPCA + 4.50% |
|
(600,000) |
|
(788,138) |
|
(755,061) |
|
(73,791) |
|
(96,457) |
|
Total |
|
|
|
|
(7,036,379) |
|
(6,011,207) |
|
387,263 |
|
368,990 |
| 37 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
|
|
|
Carrying amount |
||
|
|
Index |
|
Notional |
|
September 30, 2025 |
|
December 31, 2024 |
|
FX rate risk |
|
|
|
|
|
|
|
|
Derivatives instruments |
|
|
|
|
|
|
|
|
Swap Senior Notes 2027 (Cosan Luxembourg) |
BRL + 114.66% CDI |
|
— |
|
— |
|
217,523 |
|
FX and interest rate swap (Rumo) |
BRL + 108% CDI |
|
12,685 |
|
5,735 |
|
12,253 |
|
Scotiabank 2022 (Compass) |
CDI + 1.20% |
|
— |
|
— |
|
95,971 |
|
Scotiabank 2023 (Compass) |
CDI + 1.30% |
|
749,310 |
|
23,481 |
|
169,185 |
|
BNP Paribas 2024 (Compass) |
CDI + 1.30% |
|
— |
|
— |
|
55,805 |
|
Total |
|
|
|
|
29,216 |
|
550,737 |
|
Interest rate risk and inflation |
|
|
|
|
|
|
|
|
Derivatives instruments |
|
|
|
|
|
|
|
|
BNDES Projects VI and VII (Compass) |
87.50% CDI |
|
83,968 |
|
(3,878) |
|
(3,332) |
|
BNDES Project VIII (Compass) |
82.94% CDI |
|
634,494 |
|
(49,594) |
|
(39,834) |
|
BNDES Project IX (Compass) |
98.90% CDI |
|
553,287 |
|
23,584 |
|
1,394 |
|
BNDES Project IX - Sub A (Compass) |
95.55% CDI |
|
299,550 |
|
(3,641) |
|
(14,383) |
|
BNDES Project IX - Sub A (Compass) |
92.35% CDI |
|
192,324 |
|
(2,643) |
|
(8,929) |
|
BNDES Project IX - Sub B (Compass) |
98.49% CDI |
|
308,335 |
|
(4,372) |
|
(15,994) |
|
Debenture 4th issue - 3rd Series (Compass) |
112.49% CDI |
|
38,273 |
|
2,939 |
|
3,203 |
|
Debenture 9th issue - 1st Series (Compass) |
109.20% CDI |
|
500,000 |
|
38,425 |
|
5,192 |
|
Debenture 9th issue - 2nd Series (Compass) |
110.60% CDI |
|
500,000 |
|
(8,032) |
|
(39,535) |
|
Debenture 11th issue - 1st Series (Compass) |
100.45% CDI |
|
750,000 |
|
(41,092) |
|
(71,755) |
|
Debenture 11th issue - 2nd Series (Compass) |
99.70% CDI |
|
750,000 |
|
(52,291) |
|
(84,963) |
|
Debenture 12th issue – Single series (Compass) |
95.66% CDI |
|
600,000 |
|
18,856 |
|
10,424 |
|
Debenture 2nd issue – Single series (Compass) |
97.40% CDI |
|
800,000 |
|
(11,525) |
|
— |
|
Debentures (Rumo) |
107% CDI |
|
60,000 |
|
23,584 |
|
60,419 |
|
Debentures (Rumo) |
103% CDI |
|
600,000 |
|
176,824 |
|
130,505 |
|
Total |
|
|
|
|
107,144 |
|
(67,588) |
| 38 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Cash flow hedge
Compass
The indirect subsidiary Edge Comercialização S.A. entered into a natural gas purchase agreement indexed to Brent and US dollar risk. To mitigate fluctuations in the corresponding indexes, this transaction was designated as a cash flow hedge.
The indirect subsidiary Terminal de Regaseificação de São Paulo ("TRSP") adopted a hedge accounting strategy to protect its results from exposure to variability in cash flows arising from the exchange rate effects of highly probable revenues in US dollars projected for a period of 20 years, through non-derivatives hedging instruments – lease liabilities in US dollars already contracted.
Rumo
To mitigate the effects of exchange rate volatility on future cash flows, the subsidiary Rumo entered into derivatives financial instruments in the form of swap transactions and designated a cash flow hedge. The hedging relationship was formally designated and documented at the beginning of the transaction, demonstrating that the hedge is effective in offsetting the variations in cash flows attributable to exchange rate risk. The effects of this hedge are recognized in net under "Other Comprehensive Income."
The impact of hedged items on the balance sheet is presented below:
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
||
|
|
|
Subsidiary |
|
Risk |
|
Unit |
|
Notional |
|
September 30, 2025 |
|
December 31, 2024 |
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
Edge |
|
Price |
|
BRL |
|
3,638 |
|
(56) |
|
— |
|
Leasing |
|
TRSP |
|
FX rate |
|
BRL |
|
3,409,281 |
|
(149,368) |
|
(446,224) |
|
Swap exchange rate and interest |
|
Rumo |
|
FX rate |
|
BRL |
|
1,298,067 |
|
(133,983) |
|
— |
|
Total |
|
|
|
|
|
|
|
|
|
(283,407) |
|
(446,224) |
|
(-) Deferred tax |
|
|
|
|
|
|
|
|
|
96,358 |
|
151,716 |
The effect of cash flow hedge on the income statement and other comprehensive income is shown below:
|
|
|
|
|
|
|
|
|
Write-offs |
|
Ineffectiveness |
|
|
||
|
|
|
Subsidiary |
|
Balance as at January 1, 2025 |
|
Other comprehensive income |
|
Net sales |
|
Cost of sales |
|
Financial result |
|
Balance as at September 30, 2025 |
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
Edge |
|
— |
|
(13,145) |
|
— |
|
9,027 |
|
4,062 |
|
(56) |
|
Leasing |
|
TRSP |
|
(446,224) |
|
285,507 |
|
9,908 |
|
— |
|
1,441 |
|
(149,368) |
|
Swap exchange rate and interest |
|
Rumo |
|
— |
|
(166,643) |
|
— |
|
32,660 |
|
— |
|
(133,983) |
|
Total |
|
|
|
(446,224) |
|
105,719 |
|
9,908 |
|
41,687 |
|
5,503 |
|
(283,407) |
Sources of ineffectiveness in hedge accounting, although historically immaterial, may arise from the following factors:
| 1) | Temporal misalignment between the cash flows of the hedged items and the hedging instruments; |
| 2) | Use of different reference indices, resulting in different risk curves between the protected items and the hedging instruments; |
| 3) | Distinct effects of counterparty credit risk on the change in the fair value of hedging instruments and hedged items; |
| 4) | Changes in the projections of expected cash flows from hedged items and hedging instruments. |
The Company continuously monitors sources of ineffectiveness, using quantitative and qualitative analyses to assess the impacts on fair value and hedge effectiveness. These practices are aligned with accounting and treasury policies.
As of September 30, 2025, there was no change in the fair value of the hedging instruments used to recognize ineffectiveness.
| 39 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.4 Related parties
a) Account receivable and payable with related parties:
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
5,747 |
|
5,241 |
|
63,084 |
|
72,518 |
|
Rumo S.A. and its subsidiaries |
35,418 |
|
25,706 |
|
— |
|
— |
|
CLI Sul S.A. |
10 |
|
10 |
|
14,397 |
|
19,458 |
|
Cosan Lubrificantes e Especialidades S.A. |
6,937 |
|
14,164 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
2,792 |
|
— |
|
— |
|
— |
|
Compass Gás e Energia S.A. and its subsidiaries |
20,107 |
|
18,561 |
|
— |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
14,286 |
|
14,286 |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
47,396 |
|
36,985 |
|
Radar Gestão de Investimentos S.A. |
362 |
|
564 |
|
362 |
|
565 |
|
Radar Group |
2,762 |
|
1,885 |
|
— |
|
— |
|
Other |
383 |
|
239 |
|
1,109 |
|
6,373 |
|
|
74,518 |
|
66,370 |
|
140,634 |
|
150,185 |
|
Financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
48,865 |
|
45,173 |
|
48,865 |
|
45,173 |
|
Cosan Lubrificantes e Especialidades S.A. |
11,176 |
|
— |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
— |
|
2,556 |
|
— |
|
— |
|
Other |
— |
|
— |
|
— |
|
1,705 |
|
|
60,041 |
|
47,729 |
|
48,865 |
|
46,878 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
134,559 |
|
114,099 |
|
189,499 |
|
197,063 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
10,715 |
|
21,438 |
|
|
— |
|
— |
|
10,715 |
|
21,438 |
|
|
|
|
|
|
|
|
|
|
Financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
— |
|
28,864 |
|
— |
|
26,920 |
|
Cosan Lubrificantes e Especialidades S.A. |
96,699 |
|
109,550 |
|
— |
|
— |
|
Ligga S.A. |
— |
|
154,468 |
|
— |
|
154,468 |
|
CLI Sul S.A. |
— |
|
— |
|
12,000 |
|
— |
|
Other |
— |
|
— |
|
15 |
|
— |
|
|
96,699 |
|
292,882 |
|
12,015 |
|
181,388 |
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
96,699 |
|
292,882 |
|
22,730 |
|
202,826 |
|
|
|
|
|
|
|
|
|
|
Related parties receivables |
231,258 |
|
406,981 |
|
212,229 |
|
399,889 |
| 40 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
3,708 |
|
8,176 |
|
251,759 |
|
303,656 |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
4,683 |
|
8,149 |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
15,990 |
|
45,119 |
|
Compass Gás e Energia S.A. and its subsidiaries |
666 |
|
— |
|
— |
|
— |
|
Other |
54 |
|
64 |
|
368 |
|
1,932 |
|
|
4,428 |
|
8,240 |
|
272,800 |
|
358,856 |
|
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
66,933 |
|
56,478 |
|
68,644 |
|
57,554 |
|
Cosan Lubrificantes e Especialidades S.A. |
2,693 |
|
— |
|
— |
|
— |
|
Cosan Overseas Limited |
34,367 |
|
40,012 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
49,099 |
|
105,890 |
|
— |
|
— |
|
Other |
— |
|
— |
|
564 |
|
— |
|
|
153,092 |
|
202,380 |
|
69,208 |
|
57,554 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
157,520 |
|
210,620 |
|
342,008 |
|
416,410 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Other |
97 |
|
— |
|
97 |
|
— |
|
|
97 |
|
— |
|
97 |
|
— |
|
Financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
640,049 |
|
591,491 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
1,941,289 |
|
3,342,012 |
|
— |
|
— |
|
Cosan Overseas Limited |
2,677,915 |
|
3,117,823 |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
1,078 |
|
1,078 |
|
1,078 |
|
1,078 |
|
|
5,260,331 |
|
7,052,404 |
|
1,078 |
|
1,078 |
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
5,260,428 |
|
7,052,404 |
|
1,175 |
|
1,078 |
|
|
|
|
|
|
|
|
|
|
Payables to related party |
5,417,948 |
|
7,263,024 |
|
343,183 |
|
417,488 |
| 41 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Transactions with related parties:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
— |
|
— |
|
— |
|
— |
|
132,593 |
|
663,784 |
|
484,628 |
|
929,673 |
|
CLI Sul S.A. |
— |
|
— |
|
— |
|
— |
|
897 |
|
— |
|
6,095 |
|
— |
|
Other |
— |
|
— |
|
— |
|
— |
|
— |
|
23,126 |
|
1,183 |
|
27,996 |
|
|
— |
|
— |
|
— |
|
— |
|
133,490 |
|
686,910 |
|
491,906 |
|
957,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of products / inputs / services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
(299) |
|
(6) |
|
(856) |
|
(21) |
|
(671,632) |
|
(664,055) |
|
(1,821,897) |
|
(1,815,169) |
|
Radar Gestão de Investimentos S.A. |
— |
|
— |
|
— |
|
— |
|
(10,882) |
|
— |
|
(10,882) |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
— |
|
— |
|
(21,367) |
|
— |
|
(25,243) |
|
— |
|
Other |
— |
|
— |
|
— |
|
— |
|
— |
|
(167) |
|
— |
|
(2,336) |
|
|
(299) |
|
(6) |
|
(856) |
|
(21) |
|
(703,881) |
|
(664,222) |
|
(1,858,022) |
|
(1,817,505) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Gás e Energia S.A. and its subsidiaries |
43,647 |
|
75,653 |
|
66,769 |
|
86,109 |
|
— |
|
— |
|
— |
|
— |
|
Cosan Lubrificantes e Especialidades S.A. |
2,871 |
|
1,634 |
|
8,297 |
|
4,596 |
|
— |
|
— |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
275 |
|
(1,971) |
|
(203) |
|
(3,697) |
|
(15,220) |
|
(7,718) |
|
(65,372) |
|
(68,211) |
|
Rumo S.A. and its subsidiaries |
15,810 |
|
1,439 |
|
49,710 |
|
4,064 |
|
— |
|
— |
|
— |
|
— |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
— |
|
— |
|
(32,927) |
|
— |
|
(92,638) |
|
— |
|
Other |
878 |
|
(76) |
|
2,961 |
|
(9) |
|
32 |
|
(76) |
|
78 |
|
(23) |
|
|
63,481 |
|
76,679 |
|
127,534 |
|
91,063 |
|
(48,115) |
|
(7,794) |
|
(157,932) |
|
(68,234) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
24,184 |
|
25,253 |
|
265,186 |
|
(577,862) |
|
— |
|
— |
|
— |
|
— |
|
Cosan Overseas Limited |
12,454 |
|
(2,358) |
|
268,194 |
|
(473,207) |
|
— |
|
— |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
— |
|
— |
|
(10,507) |
|
— |
|
— |
|
— |
|
(10,507) |
|
— |
|
Moove Lubricants Limited |
— |
|
— |
|
(4) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Ligga S.A. |
— |
|
— |
|
10,410 |
|
— |
|
— |
|
|
|
10,410 |
|
|
|
Other |
— |
|
3 |
|
— |
|
3 |
|
— |
|
— |
|
— |
|
— |
|
|
36,638 |
|
22,898 |
|
533,279 |
|
(1,051,066) |
|
— |
|
— |
|
(97) |
|
— |
|
Total |
99,820 |
|
99,571 |
|
659,957 |
|
(960,024) |
|
(618,506) |
|
14,894 |
|
(1,524,145) |
|
(928,070) |
| 42 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Managers’ and directors’ compensation:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Short-term employee and key management benefits |
15,252 |
|
11,928 |
|
58,999 |
|
32,560 |
|
42,153 |
|
40,987 |
|
149,301 |
|
117,448 |
|
Share based compensation |
4,116 |
|
15,410 |
|
11,706 |
|
43,147 |
|
10,185 |
|
20,914 |
|
26,025 |
|
56,415 |
|
Post-employment benefits |
53 |
|
160 |
|
160 |
|
447 |
|
684 |
|
635 |
|
1,957 |
|
1,821 |
|
Employment termination benefits |
— |
|
— |
|
— |
|
1,645 |
|
— |
|
— |
|
— |
|
1,645 |
|
Other long-term benefits |
— |
|
— |
|
— |
|
— |
|
5,661 |
|
1,659 |
|
6,633 |
|
3,459 |
|
Total |
19,421 |
|
27,498 |
|
70,865 |
|
77,799 |
|
58,683 |
|
64,195 |
|
183,916 |
|
180,788 |
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Material and services suppliers |
7,986 |
|
2,744 |
|
3,208,811 |
|
4,205,516 |
|
Natural gas / transport and logistics suppliers |
— |
|
156 |
|
882,776 |
|
982,333 |
|
|
7,986 |
|
2,900 |
|
4,091,587 |
|
5,187,849 |
|
|
|
|
|
|
|
|
|
|
Current |
7,986 |
|
2,900 |
|
4,071,632 |
|
5,168,593 |
|
Non-current |
— |
|
— |
|
19,955 |
|
19,256 |
|
Total |
7,986 |
|
2,900 |
|
4,091,587 |
|
5,187,849 |
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:
|
|
|
|
Carrying amount |
|
Assets and liabilities measured at fair value |
||||||||||||
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
||||||||
|
|
Note |
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funds |
5.1 |
|
1,196,389 |
|
2,122,442 |
|
— |
|
1,196,389 |
|
— |
|
— |
|
2,122,442 |
|
— |
|
Marketable securities |
|
|
3,538,955 |
|
3,386,301 |
|
245,793 |
|
3,293,162 |
|
— |
|
— |
|
3,386,301 |
|
— |
|
Other financial assets |
|
|
5,102 |
|
4,495 |
|
5,102 |
|
— |
|
— |
|
4,495 |
|
— |
|
— |
|
Investment properties (i) |
|
|
16,489,000 |
|
16,818,919 |
|
— |
|
— |
|
16,489,000 |
|
— |
|
— |
|
16,818,919 |
|
Derivative financial instruments |
5.3 |
|
1,739,192 |
|
3,799,328 |
|
— |
|
1,739,192 |
|
— |
|
— |
|
3,799,328 |
|
— |
|
Total |
|
|
22,968,638 |
|
26,131,485 |
|
250,895 |
|
6,228,743 |
|
16,489,000 |
|
4,495 |
|
9,308,071 |
|
16,818,919 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
(60,913,800) |
|
(66,455,426) |
|
— |
|
(59,388,228) |
|
— |
|
— |
|
(28,294,034) |
|
— |
|
Derivative financial instruments |
5.3 |
|
(3,009,450) |
|
(3,470,204) |
|
— |
|
(3,009,450) |
|
— |
|
— |
|
(3,470,204) |
|
— |
| Other trades payable | (12,362) | (12,362) | (12,362) | (12,362) | |||||||||||||
|
Total |
|
|
(63,935,612) |
|
(69,937,992) |
|
— |
|
(62,397,678) |
|
(12,362) |
|
— |
|
(31,764,238) |
|
(12,362) |
| (i) |
The fair value of investment properties was determined using the direct comparative method of market data applied to transactions involving similar properties (type, location, and quality of property) and, to a lesser extent, sales quotes for potential transactions involving comparable assets (level 3). The methodology used to determine fair value incorporates direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (crop type), and rainfall, among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas - "ABNT"). For the period ended September 30, 2025, there was no fair value adjustment. |
| 43 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
For debt having a market value quoted on the Luxembourg Stock Exchange (LuxSE), the fair value measurement is based on the quoted market price as follows:
|
Debt |
|
Company |
|
September 30, 2025 |
|
December 31, 2024 |
|
Senior Notes due 2028 |
|
Rumo Luxembourg |
|
99.79% |
|
97.32% |
|
Senior Notes due 2032 |
|
Rumo Luxembourg |
|
92.91% |
|
84.30% |
|
Senior Notes due 2027 (i) |
|
Cosan Luxembourg S.A. |
|
— |
|
99.63% |
| (i) | The debt was settled on March 14, 2025. For further information, see Note 2.1. |
a) Market Risk
Foreign exchange risk
The Company had the following net exposure to exchange rate fluctuations on assets and liabilities denominated in US dollars, euros and pounds sterling, for companies with the Brazilian real functional currency.
|
|
September 30, 2025 |
|
December 31, 2024 |
|
Cash and cash equivalents |
1,025,189 |
|
1,861,070 |
|
Marketable securities |
89,815 |
|
— |
|
Trade receivable |
21,239 |
|
35,807 |
|
Trade payables |
(627,086) |
|
(691,312) |
|
Loans, borrowings and debentures |
(15,411,750) |
|
(24,263,167) |
|
Lease |
(1,922,246) |
|
(2,121,304) |
|
Consideration payable |
(180,686) |
|
(246,256) |
|
Derivative financial instruments (notional) |
16,658,342 |
|
22,576,441 |
|
Foreign exchange exposure, net |
(347,183) |
|
(2,848,721) |
| 44 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The probable scenario considers the estimated exchange rates at the maturity of the transactions, as presented below:
|
|
|
|
|
|
|
Scenarios |
||||||
|
Instrument |
|
Risk factor |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
Low FX rate |
|
92,901 |
|
379,048 |
|
665,194 |
|
(193,244) |
|
(479,390) |
|
Marketable securities |
Low FX rate |
7,792 |
32,193 |
56,595 |
(16,610) |
(41,012) |
||||||
|
Trade receivable |
|
Low FX rate |
|
1,831 |
|
7,565 |
|
13,298 |
|
(3,903) |
|
(9,637) |
|
Trade payables |
|
High FX rate |
|
(51,321) |
|
(212,041) |
|
(372,762) |
|
109,400 |
|
270,119 |
|
Loans, borrowings and debentures |
|
High FX rate |
|
(1,337,754) |
|
(3,277,329) |
|
(7,465,022) |
|
(255,053) |
|
6,609,196 |
|
Lease |
|
High FX rate |
|
(166,759) |
|
(648,120) |
|
(1,170,371) |
|
232,825 |
|
836,855 |
|
Consideration payable |
|
High FX rate |
|
(16) |
|
(65) |
|
(114) |
|
33 |
|
83 |
|
Derivative financial instruments (notional) |
|
Low FX rate |
|
316,670 |
4,069,629 |
7,965,011 |
(3,695,410) |
(7,541,946) |
||||
|
Impacts on profit or loss before taxes |
|
(1,062,142) |
658,752 |
233,061 |
(3,980,807) |
(747,937) |
||||||
|
Impacts on other comprehensive income |
|
(74,514) |
(307,872) |
(541,232) |
158,845 |
392,205 |
||||||
|
|
|
Exchange rate sensitivity analysis |
||||||||||
|
|
|
September 30, 2025 |
|
Scenarios |
||||||||
|
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
|
U.S.$ |
|
5.3186 |
|
5.7800 |
|
7.2250 |
|
8.6700 |
|
4.3350 |
|
2.8900 |
|
Euro |
|
6.2414 |
|
6.9938 |
|
8.7423 |
|
10.4907 |
|
5.2454 |
|
3.4969 |
|
GBP |
|
7.1514 |
|
7.9764 |
|
9.9705 |
|
11.9646 |
|
5.9823 |
|
3.9882 |
Interest rate risk
Below is a sensitivity analysis of interest rates on loans and borrowings, leasing, other liabilities and financial assets, linked to the CDI rate with 25% and 50% pre-tax increases and decreases:
|
|
|
|
|
Scenarios |
||||||
|
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
1,647,936 |
|
2,060,740 |
|
2,472,496 |
|
1,236,249 |
|
824,560 |
|
Marketable securities |
|
437,038 |
|
546,522 |
|
655,716 |
|
327,872 |
|
218,678 |
|
Restricted cash |
|
29,874 |
|
37,359 |
|
44,822 |
|
22,412 |
|
14,948 |
|
Lease and concession in installments |
|
(107,222) |
|
(134,046) |
|
(160,871) |
|
(80,474) |
|
(53,650) |
|
Leases liabilities |
|
(507,563) |
|
(525,205) |
|
(542,868) |
|
(489,937) |
|
(472,274) |
|
Derivative financial instruments |
|
(3,318,286) |
|
(3,566,966) |
|
(4,414,907) |
|
(1,729,368) |
|
(718,904) |
|
Loans, borrowings and debentures |
|
(4,035,952) |
|
(4,892,735) |
|
(5,846,291) |
|
(3,035,347) |
|
(2,091,864) |
|
Other financial liabilities |
|
(71,057) |
|
(88,861) |
|
(106,612) |
|
(53,306) |
|
(35,555) |
|
Impacts on profit or loss before taxes |
|
(5,925,636) |
|
(6,563,697) |
|
(7,899,121) |
|
(3,802,202) |
|
(2,314,263) |
|
Impacts on other comprehensive income |
404 |
|
505 |
|
606 |
|
303 |
|
202 |
|
| 45 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Part of the amount shown under derivatives financial instruments corresponds to the Total Return Swap (TRS):
|
|
|
|
|
Scenarios |
||||||
|
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Derivative financial instruments |
|
(49,555) |
|
(61,953) |
|
(74,351) |
|
(37,193) |
|
(24,796) |
The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil ("BACEN"), as follows:
|
|
|
|
|
Scenarios |
||||||
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
SELIC |
|
13.83% |
|
17.29% |
|
20.75% |
|
10.38% |
|
6.92% |
|
CDI |
|
13.73% |
|
17.17% |
|
20.60% |
|
10.30% |
|
6.87% |
|
TJLP462 (TJLP + 1% p.a.) |
|
9.60% |
|
11.75% |
|
13.90% |
|
7.45% |
|
5.30% |
|
TJLP |
|
8.60% |
|
10.75% |
|
12.90% |
|
6.45% |
|
4.30% |
|
IPCA |
|
4.39% |
|
5.48% |
|
6.58% |
|
3.29% |
|
2.19% |
|
IGPM |
|
4.85% |
|
6.06% |
|
7.27% |
|
3.63% |
|
2.42% |
|
Fed Funds |
|
3.25% |
|
4.06% |
|
4.88% |
|
2.44% |
|
1.63% |
|
SOFR |
|
2.96% |
|
3.70% |
|
4.44% |
|
2.22% |
|
1.48% |
|
CPI |
2.88% |
3.60% |
4.32% |
2.16% |
1.44% |
|||||
Price risk
• Natural Gas
|
|
|
|
|
Scenarios |
||||||||
|
Instrument |
|
Risk factor |
|
Exposure |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Commodities derivatives |
|
Price variation US$ / bbl |
|
13,849 |
|
20,890 |
|
41,790 |
|
(20,900) |
|
(41,800) |
• Options
|
|
|
|
|
Scenarios |
||||||||
|
Instrument |
|
Interest |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
VALE3 (Call spread) |
|
1.34% |
|
24,622 |
|
127,245 |
|
265,882 |
|
(8,789) |
|
(20,250) |
Call Option (“Call”)
The Company has a call option that gives it the right to repurchase all preferred shares of Cosan Nove and Cosan Dez, which may be exercised as of the third year after the execution of the respective agreements in December 2022.
On September 30, 2025, the Company measured the fair value of the call option and concluded that the option is out of price.
Contingent put option
In the shareholders' agreements entered into between the Company and the banks Itaú and Bradesco regarding the issuance of preferred shares, it was defined that both financial institutions have a contingent put option only when the specific adverse material effects provided for in the contract occur, which are under the Company's control and, therefore, do not constitute a financial obligation.
The prices for the exercise of the options are calculated based on the initial amounts adjusted by a weighted average rate of CDI + 0.60%, minus the dividends received by non-controlling shareholders during that period, which, on September 30, 2025, is represented by the amounts of R$2,401,772 and R$4,048,114, respectively.
• Total Return Swap (TRS)
The Company is exposed to risks linked to the price of Cosan's shares (ticker CSAN3). In order to mitigate these exposures, total return swap derivatives of 106,695,312 shares were contracted, in which the Company receives the variation in the share price and dividends on the active side and pays CDI + 0.97% p.a. on the passive side.
| 46 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The sensitivity analysis considers the closing price of the shares, as shown below:
|
|
|
|
|
Scenarios |
||||||
|
Instrument |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Net exposure option |
|
(361,518) |
|
164,578 |
|
329,155 |
|
(164,578) |
|
(329,155) |
|
Value of the share (CSAN3) |
|
6.17 |
|
7.71 |
|
9.26 |
|
4.63 |
|
3.09 |
b) Credit risk
The Company's regular operations expose it to potential defaults when customers, suppliers, and counterparties are unable to fulfill their financial commitments or other obligations. The credit risk exposure was as follows:
|
|
September 30, 2025 |
|
December 31, 2024 |
|
Cash and cash equivalents |
12,898,403 |
|
16,903,542 |
|
Trade receivables |
4,014,944 |
|
3,995,734 |
|
Marketable securities |
3,293,162 |
|
3,386,301 |
|
Restricted cash |
217,525 |
|
174,303 |
|
Derivative financial instruments |
1,739,192 |
|
3,799,328 |
|
Receivables from related parties |
212,229 |
|
399,889 |
|
Receivable dividends and interest on equity |
24,617 |
|
153,548 |
|
Other financial assets |
5,102 |
|
4,495 |
|
Total |
22,405,174 |
|
28,817,140 |
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 rating agencies widely accepted by the market, as presented below:
|
|
September 30, 2025 |
|
December 31, 2024 |
|
AAA |
17,065,173 |
|
22,706,407 |
|
AA |
963,624 |
|
803,935 |
|
A |
— |
|
571,942 |
|
Not rated |
119,485 |
|
181,190 |
|
Total |
18,148,282 |
|
24,263,474 |
c) Liquidity risk
The Company's financial liabilities (based on contracted undiscounted cash flows) are categorized by maturity dates as follows:
|
|
September 30, 2025 |
|
December 31, 2024 |
||||||||
|
|
Up to 1 year |
|
From 1 to 2 years |
|
From 3 to 5 years |
|
Over 5 years |
|
Total |
|
Total |
|
Loans, borrowings and debentures |
(5,570,309) |
|
(5,744,037) |
|
(30,734,326) |
|
(37,685,184) |
|
(79,733,856) |
|
(64,570,345) |
|
Trade payables |
(4,071,632) |
|
(19,955) |
|
— |
|
— |
|
(4,091,587) |
|
(10,670,813) |
|
Other financial liabilities |
(629,202) |
|
— |
|
— |
|
— |
|
(629,202) |
|
(770,103) |
|
Installment of tax debts |
(9,624) |
|
(13,877) |
|
(3,213) |
|
(224,988) |
|
(251,702) |
|
(454,885) |
|
Leases |
(1,086,678) |
|
(1,323,299) |
|
(1,057,763) |
|
(20,429,074) |
|
(23,896,814) |
|
(20,948,336) |
|
Lease and concession in installments |
(224,625) |
|
(221,436) |
|
(438,225) |
|
(187,553) |
|
(1,071,839) |
|
(1,281,108) |
|
Related party payables |
(342,008) |
|
(1,175) |
|
— |
|
— |
|
(343,183) |
|
(416,410) |
|
Dividends payable |
(95,699) |
|
— |
|
— |
|
— |
|
(95,699) |
|
(96,722) |
|
Consideration payable |
(9,308) |
|
(9,308) |
|
(30,050) |
|
(101,458) |
|
(150,124) |
|
(185,622) |
|
Derivative financial instruments |
(3,141,388) |
|
(1,295,031) |
|
(687,901) |
|
10,896,327 |
|
5,772,007 |
|
6,528,439 |
|
Sectorial financial liabilities (i) |
(80,054) |
|
— |
|
— |
|
— |
|
(80,054) |
|
(64,718) |
|
|
(15,260,527) |
|
(8,628,118) |
|
(32,951,478) |
|
(47,731,930) |
|
(104,572,053) |
|
(92,930,623) |
| (i) | The Company has long-term sector liabilities recorded in its indirect subsidiary Comgás, which are not shown in the schedule due to uncertainties related to the disbursement period. |
| 47 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company's subsidiaries are listed below:
|
|
September 30, 2025 |
|
December 31, 2024 |
|
Directly owned subsidiaries excluding treasury shares |
|
|
|
|
Cosan Corporate |
|
|
|
|
Cosan Corretora de Seguros Ltda |
100.00% |
|
100.00% |
|
Cosan Nove Participações S.A. |
87.27% |
|
73.09% |
|
Cosan Luxembourg S.A. (i) |
100.00% |
|
100.00% |
|
Cosan Overseas Limited |
100.00% |
|
100.00% |
|
Pasadena Empreendimentos e Participações S.A. |
100.00% |
|
100.00% |
|
Cosan Limited Partners Brasil Consultoria Ltda. |
98.13% |
|
98.13% |
|
Barrapar Participaçoes Ltda. |
100.00% |
|
100.00% |
|
Aldwych Temple |
100.00% |
|
100.00% |
|
Cosan Global Limited |
100.00% |
|
100.00% |
|
Cosan Dez Participações S.A. |
76.80% |
|
76.80% |
|
Radar |
|
|
|
|
Radar Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Radar II Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Nova Agrícola Ponte Alta S.A. |
50.00% |
|
50.00% |
|
Nova Amaralina S.A Propriedades Agrícolas |
50.00% |
|
50.00% |
|
Nova Santa Bárbara Agrícola S.A. |
50.00% |
|
50.00% |
|
Terras da Ponta Alta S.A. |
50.00% |
|
50.00% |
|
Castanheira Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Manacá Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Paineira Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Tellus Brasil Participações S.A. |
20.00% |
|
20.00% |
|
Janus Brasil Participações S.A. |
20.00% |
|
20.00% |
|
Duguetiapar Empreendimentos e Participações S.A. |
20.00% |
|
20.00% |
|
Gamiovapar Empreendimentos e Participações S.A. |
20.00% |
|
20.00% |
|
Moove |
|
|
|
|
Moove Lubricants Holdings |
70.00% |
|
70.00% |
|
Rumo |
|
|
|
|
Rumo S.A. |
30.31% |
|
30.40% |
| Note: Considers direct and indirect participation in subsidiaries, excluding treasury shares. | |
| (i) | As of September 30, 2025, the subsidiary Cosan Luxembourg S.A. had a uncovered liability of R$350,343, as shown below. Notwithstanding this situation, the Company assessed the circumstances and concluded that there are no other events or conditions that, individually or collectively, raise significant doubts about Cosan Luxembourg S.A.'s ability to continue as a going concern. The subsidiary has the financial support of the Company. |
| 48 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following are the investments in subsidiaries as of September 30, 2025, considered relevant to the Company:
a) Parent Company
|
|
Shares issued by the subsidiary |
|
Shares held by Cosan |
Cosan ownership interest |
Economic benefit (%) |
||
|
Cosan Corporate |
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda |
5,000 |
|
4,999 |
|
100.00% |
|
100.00% |
|
Cosan Nove Participações S.A. |
7,663,761,736 |
|
6,688,357,663 |
|
87.27% |
|
66.16% |
|
Cosan Luxembourg S.A. |
500,010 |
|
500,010 |
|
100.00% |
|
100.00% |
|
Cosan Overseas Limited |
4,850,000 |
|
4,850,000 |
|
100.00% |
|
100.00% |
|
Pasadena Empreendimentos e Participações S.A. |
41,481,296 |
|
41,481,046 |
|
100.00% |
|
100.00% |
|
Cosan Limited Partners Brasil Consultoria Ltda |
160,000 |
|
157,000 |
|
98.13% |
|
98.13% |
|
Cosan Global Limited |
1,300 |
|
1,300 |
|
100.00% |
|
100.00% |
|
Cosan Dez Participações S.A. |
3,473,458,688 |
|
2,667,494,859 |
|
76.80% |
|
72.00% |
|
Radar |
|
|
|
|
|
|
|
|
Radar Propriedades Agrícolas S.A. |
737,500 |
|
305,694 |
|
41.45% |
|
41.45% |
|
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
|
40,720,111 |
|
50.00% |
|
50.00% |
|
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
|
66,607,405 |
|
41.45% |
|
41.45% |
|
Nova Amaralina S.A Propriedades Agrícolas |
30,603,159 |
|
12,685,010 |
|
41.45% |
|
41.45% |
|
Nova Santa Bárbara Agrícola S.A. |
14,360,726 |
|
5,952,521 |
|
41.45% |
|
41.45% |
|
Terras da Ponte Alta S.A. |
16,066,329 |
|
6,659,494 |
|
41.45% |
|
41.45% |
|
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
|
34,756,214 |
|
41.45% |
|
41.45% |
|
Manacá Propriedades Agrícolas S.A. |
126,200,853 |
|
52,310,254 |
|
41.45% |
|
41.45% |
|
Paineira Propriedade Agrícolas S.A. |
132,667,061 |
|
54,990,497 |
|
41.45% |
|
41.45% |
|
Tellus Brasil Participações S.A. |
106,907,867 |
|
64,243,260 |
|
60.09% |
|
19.57% |
|
Janus Brasil Participações S.A. |
286,370,051 |
|
173,464,883 |
|
60.57% |
|
19.57% |
|
Duguetiapar Empreendimentos e Participações S.A. |
35,988 |
|
21,732 |
|
60.39% |
|
19.57% |
|
Gamiovapar Empreendimentos e Participações S.A. |
12,132,621 |
|
7,346,670 |
|
60.55% |
|
19.57% |
|
Moove |
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
34,963,764 |
|
24,474,635 |
|
70.00% |
|
70.00% |
|
Rumo |
|
|
|
|
|
|
|
|
Rumo S.A. |
1,858,828,617 |
|
562,529,490 |
|
30.31% |
|
30.31% |
| 49 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Balance as at January 1, 2025 |
|
Interest in earnings of investees |
|
Capital increase (reduction) |
|
Change of equity interest in subsidiary |
|
Other comprehensive income |
|
Dividends |
|
Purchase of a shareholding |
|
Incorporation of subsidiary |
|
Others |
|
Balance as at September 30, 2025 |
|
Dividend receivable (i) |
|
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda. |
3,333 |
|
1,559 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,892 |
|
— |
|
Cosan Nove Participações S.A. |
7,153,309 |
|
(1,755,982) |
|
331,000 |
|
(975,073) |
|
236,784 |
|
— |
|
2,169,000 |
|
— |
|
(79,474) |
|
7,079,564 |
|
— |
|
Cosan Dez Participações S.A. |
3,366,248 |
|
575,686 |
|
— |
|
(34) |
|
7,870 |
|
— |
|
— |
|
— |
|
— |
|
3,949,770 |
|
11,717 |
|
Pasadena Empreendimentos e Participações S.A. |
(251) |
|
(238) |
|
250 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
239 |
|
— |
|
— |
|
Cosan Oito S.A. |
9,601,259 |
|
— |
|
— |
|
— |
|
18,322 |
|
— |
|
— |
|
(9,619,581) |
|
— |
|
— |
|
— |
|
Cosan Global |
129,764 |
|
(32,135) |
|
2,892 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
146 |
|
100,667 |
|
— |
|
Outros |
31,631 |
|
197 |
|
(6,498) |
|
— |
|
(2,377) |
|
— |
|
— |
|
— |
|
— |
|
22,953 |
|
— |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
1,241,246 |
|
21,045 |
|
(1,536) |
|
— |
|
— |
|
(28,652) |
|
— |
|
— |
|
— |
|
1,232,103 |
|
— |
|
Radar Propriedades Agrícolas S.A. |
266,250 |
|
2,925 |
|
— |
|
— |
|
— |
|
(19,357) |
|
— |
|
— |
|
— |
|
249,818 |
|
— |
|
Nova Agrícola Ponte Alta S.A. |
455,407 |
|
7,694 |
|
— |
|
— |
|
— |
|
(7,461) |
|
— |
|
— |
|
— |
|
455,640 |
|
— |
|
Nova Santa Bárbara Agrícola S.A. |
35,942 |
|
629 |
|
(7,451) |
|
— |
|
— |
|
(15,660) |
|
— |
|
— |
|
— |
|
13,460 |
|
— |
|
Nova Amaralina S.A. Propriedades Agrícolas |
229,289 |
|
4,004 |
|
— |
|
— |
|
— |
|
(7,658) |
|
— |
|
— |
|
— |
|
225,635 |
|
133 |
|
Terras da Ponte Alta S.A. |
98,121 |
|
1,694 |
|
— |
|
— |
|
— |
|
(5,599) |
|
— |
|
— |
|
— |
|
94,216 |
|
— |
|
Paineira Propriedades Agrícolas S.A. |
231,839 |
|
5,654 |
|
— |
|
— |
|
— |
|
(5,803) |
|
— |
|
— |
|
— |
|
231,690 |
|
— |
|
Manacá Propriedades Agrícolas S.A. |
226,538 |
|
5,037 |
|
— |
|
— |
|
— |
|
(5,181) |
|
— |
|
— |
|
— |
|
226,394 |
|
— |
|
Castanheira Propriedades Agrícolas S.A. |
325,220 |
|
3,900 |
|
— |
|
— |
|
— |
|
(7,047) |
|
— |
|
— |
|
— |
|
322,073 |
|
— |
|
Tellus Brasil Participações S.A. |
767,096 |
|
14,754 |
|
— |
|
— |
|
— |
|
(17,170) |
|
— |
|
— |
|
— |
|
764,680 |
|
— |
|
Janus Brasil Participações S.A. |
1,198,363 |
|
30,605 |
|
— |
|
— |
|
— |
|
(38,703) |
|
— |
|
— |
|
— |
|
1,190,265 |
|
— |
|
Duguetiapar Empreendimentos e Participações S.A. |
735 |
|
38 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
773 |
|
— |
|
Gamiovapar Empreendimentos e Participações S.A. |
143,697 |
|
2,211 |
|
— |
|
— |
|
— |
|
(2,838) |
|
— |
|
— |
|
— |
|
143,070 |
|
— |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
1,325,556 |
|
332,289 |
|
— |
|
— |
|
(40,722) |
|
— |
|
— |
|
— |
|
— |
|
1,617,123 |
|
— |
|
Outros |
460 |
|
(21) |
|
— |
|
— |
|
(33) |
|
(276) |
|
— |
|
— |
|
— |
|
130 |
|
— |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
4,477,644 |
|
193,833 |
|
— |
|
(13,802) |
|
(26,608) |
|
(455,893) |
|
— |
|
— |
|
9,621 |
|
4,184,795 |
|
— |
|
Total investment in subsidiaries |
31,308,696 |
|
(584,622) |
|
318,657 |
|
(988,909) |
|
193,236 |
|
(617,298) |
|
2,169,000 |
|
(9,619,581) |
|
(69,468) |
|
22,109,711 |
|
11,850 |
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pasadena Empreendimentos e Participações S.A. |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(239) |
|
(239) |
|
— |
|
Cosan Luxembourg S.A. |
(263,722) |
|
(86,621) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(350,343) |
|
— |
|
Total provision for uncovered liability of subsidiary |
(263,722) |
|
(86,621) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(239) |
|
(350,582) |
|
— |
|
Total |
31,044,974 |
|
(671,243) |
|
318,657 |
|
(988,909) |
|
193,236 |
|
(617,298) |
|
2,169,000 |
|
(9,619,581) |
|
(69,707) |
|
21,759,129 |
|
11,850 |
| (i) | Dividends receivable by Cosan S.A. from its subsidiaries. |
| 50 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Consolidated
|
|
Number of shares of the investee |
|
Investor's shares |
|
Investor's interest |
|
Rumo |
|
|
|
|
|
|
Rhall Terminais Ltda |
28,580 |
|
8,574 |
|
30.00% |
|
Termag - Terminal Marítimo de Guarujá S.A. |
500,000 |
|
100,000 |
|
20.00% |
|
TGG - Terminal de Granéis do Guarujá S.A. |
500,000 |
|
50,000 |
|
10.00% |
|
CLI Sul S.A. |
543,750,625 |
|
108,750,125 |
|
20.00% |
|
Terminal XXXIX S.A. |
14,200,000 |
|
7,100,000 |
|
50.00% |
|
Terminal Multimodal de Grãos e Fertilizantes S.A. |
111,615,803 |
|
55,807,902 |
|
50.00% |
|
Compass |
|
|
|
|
|
|
CEG Rio S.A. |
1,995,022,625 |
|
746,251,086 |
|
37.41% |
|
Companhia de Gás de Mato Grosso do Sul - Msgás |
61,610,000 |
|
30,188,900 |
|
49.00% |
|
Companhia de Gás de Santa Catarina - Scgás |
10,749,497 |
|
4,407,293 |
|
41.00% |
The relevant movements that impacted the consolidated balances of the condensed interim individual and consolidated financial statements are detailed in Explanatory Note 2.1.
|
|
Shares issued by the subsidiary |
|
Shares held by non-controlling shareholders |
|
Non-controlling interest |
|
Radar |
|
|
|
|
|
|
Tellus Brasil Participações S.A. |
106,907,867 |
|
85,526,294 |
|
80.00% |
|
Janus Brasil Participações S.A. |
286,370,051 |
|
229,096,041 |
|
80.00% |
|
Duguetiapar Empreendimentos e Participações S.A. |
35,988 |
|
28,790 |
|
80.00% |
|
Gamiovapar Empreendimentos e Participações S.A. |
12,123,621 |
|
9,706,097 |
|
80.00% |
|
Radar Propriedades Agrícolas S.A. |
737,500 |
|
368,750 |
|
50.00% |
|
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
|
80,346,689 |
|
50.00% |
|
Terras da Ponte Alta S.A. |
16,066,329 |
|
8,033,165 |
|
50.00% |
|
Nova Santa Bárbara Agrícola S.A. |
14,360,726 |
|
7,180,363 |
|
50.00% |
|
Nova Amaralina S.A. |
30,603,159 |
|
15,301,580 |
|
50.00% |
|
Paineira Propriedades Agrícolas S.A. |
132,667,061 |
|
66,333,531 |
|
50.00% |
|
Manacá Propriedades Agrícolas S.A. |
126,200,853 |
|
63,100,427 |
|
50.00% |
|
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
|
41,925,469 |
|
50.00% |
|
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
|
40,720,111 |
|
50.00% |
|
Rumo |
|
|
|
|
|
|
Rumo S.A. |
1,858,828,617 |
|
1,296,299,127 |
|
69.69% |
|
Moove |
|
|
|
|
|
|
Moove Lubricants Holdings |
34,963,764 |
|
10,489,129 |
|
30.00% |
|
Corporativo |
|
|
|
|
|
|
Cosan Nove Participações S.A. |
7,663,761,736 |
|
975,404,073 |
|
12.73% |
|
Cosan Limited Partners Brasil Consultoria Ltda. |
160,000 |
|
3,000 |
|
1.88% |
|
Cosan Dez Participações S.A. |
3,473,458,688 |
|
805,963,829 |
|
23.20% |
| 51 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following table summarizes information relating to each of the Company's subsidiaries that has material non-controlling interests, prior to any intra-group elimination.
|
|
Balance as at January 1, 2025 |
|
Profit attributable to non-controlling interests |
|
Capital increase |
|
Other comprehensive income |
|
Dividends |
|
Change of equity interest in subsidiary |
|
Other |
|
Balance as ot September 30, 2025 |
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia de Gás de São Paulo - COMGÁS |
26,637 |
|
8,759 |
|
— |
|
(795) |
|
(813) |
|
— |
|
— |
|
33,788 |
|
Commit Gás S.A. |
1,357,447 |
|
123,067 |
|
— |
|
— |
|
(68,910) |
|
— |
|
— |
|
1,411,604 |
|
Companhia Paranaense de Gás - COMPAGAS |
460,508 |
|
3,384 |
|
— |
|
— |
|
(13,453) |
|
— |
|
— |
|
450,439 |
|
Biometano Verde Paulínia S.A. |
238,239 |
|
(1,387) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
236,852 |
|
Compass Gás e Energia |
557,943 |
|
128,554 |
|
— |
|
1,397 |
|
(6) |
|
— |
|
— |
|
687,888 |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
10,457,452 |
|
458,478 |
|
3,296 |
|
(61,144) |
|
(1,050,184) |
|
5,734 |
|
9,381 |
|
9,823,013 |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
566,991 |
|
142,084 |
|
— |
|
(17,452) |
|
— |
|
— |
|
276 |
|
691,899 |
|
Corporativo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil Consultoria Ltda. |
5 |
|
17 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
22 |
|
Cosan Nove Participações S.A. |
2,164,445 |
|
(898,162) |
|
89,084 |
|
50,459 |
|
(331,000) |
|
(1,193,927) |
|
2,655 |
|
(116,446) |
|
Cosan Dez Participações S.A. |
980,133 |
|
370,271 |
|
— |
|
2,378 |
|
— |
|
(11) |
|
— |
|
1,352,771 |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. |
5,051,050 |
|
124,419 |
|
— |
|
— |
|
(157,340) |
|
— |
|
— |
|
5,018,129 |
|
Tellus Brasil Participações S.A. |
3,124,858 |
|
59,980 |
|
— |
|
— |
|
(69,801) |
|
— |
|
— |
|
3,115,037 |
|
Gamiovapar Empreendimentos e Participações S.A. |
591,606 |
|
3,662 |
|
— |
|
— |
|
(11,537) |
|
— |
|
— |
|
583,731 |
|
Duguetiapar Empreendimentos e Participações S.A. |
(2,338) |
|
5,480 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3,142 |
|
Radar II Propriedades Agrícolas S.A. |
1,176,870 |
|
21,045 |
|
(1,536) |
|
— |
|
(28,652) |
|
— |
|
— |
|
1,167,727 |
|
Radar Propriedades Agrícolas S.A. |
255,348 |
|
2,925 |
|
— |
|
— |
|
(19,357) |
|
— |
|
— |
|
238,916 |
|
Nova Agrícola Ponte Alta S.A. |
430,599 |
|
7,694 |
|
— |
|
— |
|
(7,461) |
|
— |
|
— |
|
430,832 |
|
Nova Amaralina S.A. Propriedades Agrícolas |
38,998 |
|
4,004 |
|
— |
|
— |
|
(7,658) |
|
— |
|
— |
|
35,344 |
|
Nova Santa Bárbara Agrícola S.A. |
205,827 |
|
629 |
|
(7,451) |
|
— |
|
(15,660) |
|
— |
|
— |
|
183,345 |
|
Terras da Ponte Alta S.A. |
90,250 |
|
1,694 |
|
— |
|
— |
|
(5,599) |
|
— |
|
— |
|
86,345 |
|
Paineira Propriedades Agrícolas S.A. |
220,407 |
|
5,654 |
|
— |
|
— |
|
(5,803) |
|
— |
|
— |
|
220,258 |
|
Manacá Propriedades Agrícolas S.A. |
216,478 |
|
5,037 |
|
— |
|
— |
|
(5,181) |
|
— |
|
— |
|
216,334 |
|
Castanheira Propriedades Agrícolas S.A. |
284,845 |
|
3,900 |
|
— |
|
— |
|
(7,047) |
|
— |
|
— |
|
281,698 |
|
Total |
28,494,598 |
|
581,188 |
|
83,393 |
|
(25,157) |
|
(1,805,462) |
|
(1,188,204) |
|
12,312 |
|
26,152,668 |
| 52 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
DIPI Holding Ltda.
On January 2, 2025, the subsidiary Cosan Lubrificantes e Especialidades S.A. (“CLE”) acquired 100% of the shares of DIPI Holding Ltda. and its subsidiary (“PAX Group”) for the amount of R$329,006. Of this amount, R$232,886 was paid on the transaction date, and the remaining R$96,120 is to be settled in two installments on the first and second anniversaries of the acquisition date. The net cash effect on the consolidated financials from the acquisition was R$213,086, considering the cash acquired from the PAX Group at the acquisition date and amounts owed by former shareholders to the PAX Group.
The first deferred installment is fixed. The second installment is an earn-out and is subject to adjustments based on the change in consolidated EBITDA between the closing date and the respective measurement periods. If the consolidated EBITDA is lower than the base EBITDA adjusted for inflation (based on Brazil’s IPCA index) during the period, the sellers will receive a proportionally reduced amount. Additionally, the second deferred installment may be increased cumulatively under the following conditions: (i) the first deferred installment is subject to a negative adjustment; (ii) the adjustment to the second installment is positive; and (iii) the EBITDA for the first period is equal to or exceeds 70% of the base EBITDA, adjusted for IPCA inflation between the closing and measurement dates, up to a maximum total deferred payment of R$100,000.
The acquisition was accounted for using the acquisition method, as provided for in IFRS 3 and CPC 15. The significant accounting policies applied include recognizing and measuring the identifiable assets acquired and liabilities assumed at their fair value on the acquisition date.
The PAX Group, based in Brazil, specializes in the production and sale of greases and lubricating oils, as well as the manufacture of plastic packaging for the lubricants market. The aim of the acquisition was:
| • | To increase synergies in relation to supply chain planning, |
| • | Expand the product portfolio by increasing the mix, |
| • | Gain access to the restricted packaging market and |
| • | Incorporate knowledge of grease technologies and applications. |
As of September 30, 2025, the fair value of the identifiable assets acquired totaled R$127,867, allocated as follows:
| • | Customer portfolio: R$57,808. The fair value was determined using the Multi-Period Excess Earnings Method (MPEEM), which considered a five-year sales history and the customer churn rate to estimate the retention rate. Based on these assumptions, discounted cash flows were calculated to determine the fair value adjustment. |
| • | Trade markets and patents: R$13,254. The fair value was determined using the Royalty Relief Method (RRM), which relied on royalty rates practiced by comparable companies in the market (1.5%) to estimate the avoided royalty payments resulting from the acquired trademark, discounted to present value. |
| • | Inventories: R$2,794. The fair value was determined using a market approach. |
| • | Property plant and equipment: R$54,011. The fair value was assessed based on replacement cost. |
On the acquisition date, a preliminary goodwill of R$236,469 was recognized, representing the expected future economic benefits arising from synergies and other intangible factors not individually identifiable. The goodwill balance as at September 30, 2025, with the final allocation of the appraisal report, became R$226,740, with changes in the fair value allocations in fixed assets and customer portfolio.
From the acquisition date until September 30, 2025, the consolidated income statement includes revenues and net income generated by the PAX Group in the amounts of R$349,911 and R$34,314, respectively.
Both the fair value and the gross contractual value of the acquired receivables total R$18,408. The Company does not expect significant losses from the non-realization of these receivables.
| 53 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The table below summarizes the values of the assets acquired and liabilities assumed on the acquisition date:
|
Transferred consideration |
|
|
|
Cash transfer - on the closing date |
|
232,886 |
|
Remaining installments |
|
96,120 |
|
Transferred consideration |
|
329,006 |
|
|
|
|
|
Identifiable assets acquired and liabilities assumed |
|
|
|
Cash and cash equivalents |
|
2,400 |
|
Trade receivables |
|
18,408 |
|
Inventories |
|
36,576 |
|
Other recoverable taxes |
|
9,965 |
|
Property plant and equipment |
|
91,239 |
|
Goodwill |
|
226,740 |
|
Intangible assets (Except goodwill) |
|
71,062 |
|
Other credits |
|
18,583 |
|
Loans, borrowings and debentures |
|
(77,002) |
|
Trade payables |
|
(7,444) |
|
Other current liabilities |
|
(18,046) |
|
Deferred tax liabilities |
|
(43,475) |
|
Net assets acquired |
|
329,006 |
|
Cash received |
|
(2,400) |
|
Consideration transferred, net of cash |
|
326,606 |
| 54 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The movements in the Parent Company 's investments in its jointly controlled companies were as follows:
|
|
Raízen S.A. |
|
Radar Gestão de Invest. S.A |
|
Total |
|
Shares issued by the joint venture |
10,352,509,484 |
|
24,800,000 |
|
|
|
Shares held by Cosan |
517,625,474 |
|
12,400,000 |
|
|
|
Cosan ownership interest |
5.00% |
|
50.00% |
|
|
|
Balance as at January 1, 2025 |
1,184,466 |
|
8,606 |
|
1,193,072 |
|
Interest in earnings of joint ventures |
(340,122) |
|
2,594 |
|
(337,528) |
|
Other comprehensive income |
38,390 |
|
— |
|
38,390 |
|
Balance as at September 30, 2025 |
882,734 |
|
11,200 |
|
893,934 |
The movements in the investment in subsidiaries together in the consolidated were as follows:
|
|
Raízen S.A. (i) |
|
Terminal Alvorada S.A. |
|
Radar Gestão de Invest. S.A |
|
Total |
|
Shares issued by the joint venture |
10,352,509,484 |
|
134,936,162 |
|
24,800,000 |
|
|
|
Shares held by Cosan |
4,557,597,117 |
|
67,468,081 |
|
12,400,000 |
|
|
|
Cosan ownership interest |
5.00% |
|
50.00% |
|
50.00% |
|
|
|
Percentage of indirect interest (Cosan Nove) |
25.84% |
|
— |
|
— |
|
|
|
Total |
30.84% |
|
50.00% |
|
50.00% |
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
10,495,317 |
|
41,121 |
|
8,606 |
|
10,545,044 |
|
Interest in earnings of joint ventures |
(2,994,707) |
|
(5,419) |
|
2,594 |
|
(2,997,532) |
|
Other comprehensive income |
338,012 |
|
— |
|
— |
|
338,012 |
|
Dividends |
— |
|
15,000 |
|
— |
|
15,000 |
|
Balance as at September 30, 2025 |
7,838,622 |
|
50,702 |
|
11,200 |
|
7,900,524 |
Raízen S.A.
| (i) | The Company's total interest in Raízen S.A. is comprised of a 5.00% direct interest and a 39.06% indirect interest, through Cosan Nove. The disclosed percentage of 25.84% refers to the economic benefit, calculated based on the result of Cosan S.A's interest in its subsidiary Cosan Nove (66.16%), multiplied by the indirect interest of 39.06%. In the Company's consolidated information statements, direct and indirect interests are added together, and the impact related to non-controlling shareholders' interest in Cosan Nove is presented in the line item for income attributable to non-controlling shareholders. |
The joint venture’s statement of financial position and statement of profit or loss are disclosed in the explanatory note 4 - Information by segment.
As of September 30, 2025, the Company was in compliance with the covenants of the agreement governing the joint venture.
| 55 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when 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 at January 1, 2025 |
2,568,098 |
|
3,946,765 |
|
9,176,942 |
|
13,814,183 |
|
7,080,796 |
|
812,698 |
|
37,399,482 |
|
90,929 |
|
Additions |
7,957 |
|
3,339 |
|
2,402 |
|
— |
|
4,650,633 |
|
2,540 |
|
4,666,871 |
|
6,198 |
|
Write-offs |
(46,745) |
|
(152,848) |
|
(240,916) |
|
(5,725) |
|
(50,300) |
|
(35,414) |
|
(531,948) |
|
— |
|
Transfers (i) |
11,506 |
|
149,958 |
|
1,604,625 |
|
1,675,925 |
|
(3,038,744) |
|
54,036 |
|
457,306 |
|
(753) |
|
Exchange differences |
(31,497) |
|
(58,438) |
|
— |
|
— |
|
(6,813) |
|
(40,185) |
|
(136,933) |
|
— |
|
Business combination |
50,772 |
|
35,719 |
|
— |
|
— |
|
29 |
|
7,398 |
|
93,918 |
|
— |
|
Balance as at September 30, 2025 |
2,560,091 |
|
3,924,495 |
|
10,543,053 |
|
15,484,383 |
|
8,635,601 |
|
801,073 |
|
41,948,696 |
|
96,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
(690,143) |
|
(1,318,421) |
|
(4,951,433) |
|
(6,711,147) |
|
(414,892) |
|
(294,430) |
|
(14,380,466) |
|
(51,891) |
|
Additions |
(51,207) |
|
(234,881) |
|
(481,378) |
|
(632,569) |
|
— |
|
(42,737) |
|
(1,442,772) |
|
(8,175) |
|
Write-offs |
35,978 |
|
131,444 |
|
200,418 |
|
111 |
|
— |
|
14,484 |
|
382,435 |
|
— |
|
Transfers (i) |
(3,772) |
|
5,237 |
|
(373,050) |
|
55,882 |
|
— |
|
289 |
|
(315,414) |
|
— |
|
Exchange differences |
8,455 |
|
23,999 |
|
— |
|
— |
|
— |
|
21,121 |
|
53,575 |
|
— |
|
Impairment |
(78,172) |
|
(124,764) |
|
(149,385) |
|
(450,625) |
|
(143,652) |
|
(440) |
|
(947,038) |
|
— |
|
Balance as at September 30, 2025 |
(778,861) |
|
(1,517,386) |
|
(5,754,828) |
|
(7,738,348) |
|
(558,544) |
|
(301,713) |
|
(16,649,680) |
|
(60,066) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
1,877,955 |
|
2,628,344 |
|
4,225,509 |
|
7,103,036 |
|
6,665,904 |
|
518,268 |
|
23,019,016 |
|
39,038 |
|
Balance as at September 30, 2025 |
1,781,230 |
|
2,407,109 |
|
4,788,225 |
|
7,746,035 |
|
8,077,057 |
|
499,360 |
|
25,299,016 |
|
36,308 |
| (i) | The remaining balance in the transfer line includes the amount of R$(105,028) for recoverable taxes, R$(67,454) for intangible assets and R$314,374 for right of use. |
| 56 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Consolidated |
|
Parent Company |
||||||||||||||
|
|
Goodwill |
|
Concession right |
|
Licenses |
|
Brands and patents |
|
Customer relationships |
|
Supply Agreement |
|
Other |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
1,585,021 |
|
28,907,633 |
|
268,212 |
|
196,070 |
|
3,078,762 |
574,363 |
|
787,743 |
|
35,397,804 |
|
26,857 |
|
|
Additions |
— |
|
— |
|
— |
|
— |
|
68,221 |
|
— |
|
75,014 |
|
143,235 |
|
2,577 |
|
Write-offs |
(4,419) |
|
(138,698) |
|
— |
|
— |
|
— |
|
— |
|
(110) |
|
(143,227) |
|
— |
|
Business combination |
226,740 |
|
— |
|
— |
|
13,538 |
|
57,808 |
|
— |
|
276 |
|
298,362 |
|
— |
|
Transfers (i) |
— |
|
1,096,684 |
|
— |
|
— |
|
770 |
|
— |
|
68,174 |
|
1,165,628 |
|
753 |
|
Exchange differences |
(107,848) |
|
(7,437) |
|
(9,263) |
|
(22,301) |
|
(207,877) |
|
— |
|
(13,301) |
|
(368,027) |
|
— |
|
Balance as at September 30, 2025 |
1,699,494 |
|
29,858,182 |
|
258,949 |
|
187,307 |
|
2,997,684 |
|
574,363 |
|
917,796 |
|
36,493,775 |
|
30,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
— |
|
(6,752,828) |
|
(79,868) |
|
(9,201) |
|
(1,736,395) |
|
— |
|
(488,727) |
|
(9,067,019) |
|
(16,984) |
|
Additions |
— |
|
(817,886) |
|
(5,224) |
|
(339) |
|
(215,931) |
|
— |
|
(49,722) |
|
(1,089,102) |
|
(1,698) |
|
Write-offs |
— |
|
68,556 |
|
— |
|
— |
|
— |
|
— |
|
40 |
|
68,596 |
|
— |
|
Transfers (i) |
— |
|
5,297 |
|
— |
|
— |
|
— |
|
— |
|
4 |
|
5,301 |
|
— |
|
Exchange differences |
— |
|
7,437 |
|
568 |
|
— |
|
67,651 |
|
— |
|
2,256 |
|
77,912 |
|
— |
|
Impairment |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(13,685) |
|
(13,685) |
|
— |
|
Balance as at September 30, 2025 |
— |
|
(7,489,424) |
|
(84,524) |
|
(9,540) |
|
(1,884,675) |
|
— |
|
(549,834) |
|
(10,017,997) |
|
(18,682) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
1,585,021 |
|
22,154,805 |
|
188,344 |
|
186,869 |
|
1,342,367 |
|
574,363 |
|
299,016 |
|
26,330,785 |
|
9,873 |
|
Balance as at September 30, 2025 |
1,699,494 |
|
22,368,758 |
|
174,425 |
|
177,767 |
|
1,113,009 |
|
574,363 |
|
367,962 |
|
26,475,778 |
|
11,505 |
| (i) | The amount indicated in the transfer line includes R$1,164,266 transferred from contract assets, R$(89,227) transferred to financial assets, R$67,454 transferred from fixed assets, and R$28,436 reallocated from recoverable taxes. |
| 57 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Consolidated |
|
Parent Company |
||||||||||||||
|
|
Land, buildings and improvements |
|
Machinery, equipment and installations |
|
Wagons and locomotives |
|
Software |
|
Vehicles |
|
Floating storage and regasification |
|
Railway and port infrastructure |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
646,024 |
|
589,214 |
|
957,260 |
|
87,720 |
|
176,697 |
|
1,594,434 |
|
8,980,587 |
|
13,031,936 |
|
44,079 |
|
Additions |
107,353 |
|
24,459 |
|
— |
|
— |
|
97,099 |
|
59,482 |
|
150,410 |
|
438,803 |
|
— |
|
Contractual adjustments |
7,755 |
|
28,839 |
|
10,494 |
|
259 |
|
(7,031) |
|
— |
|
179,479 |
|
219,795 |
|
— |
|
Write-offs |
(12,961) |
|
(44,627) |
|
— |
|
— |
|
(332) |
|
— |
|
— |
|
(57,920) |
|
— |
|
Transfers (i) |
— |
|
— |
|
(686,837) |
|
— |
|
— |
|
— |
|
— |
|
(686,837) |
|
— |
|
Exchange differences |
(42,205) |
|
(4,511) |
|
— |
|
— |
|
(22,003) |
|
— |
|
— |
|
(68,719) |
|
— |
|
Fair value adjustment |
2,943 |
|
— |
|
— |
|
— |
|
168 |
|
— |
|
— |
|
3,111 |
|
— |
|
Balance as at September 30, 2025 |
708,909 |
|
593,374 |
|
280,917 |
|
87,979 |
|
244,598 |
1,653,916 |
|
9,310,476 |
|
12,880,169 |
|
44,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
(321,130) |
|
(209,627) |
|
(505,145) |
|
(29,853) |
|
(54,645) |
|
(116,379) |
|
(1,836,406) |
|
(3,073,185) |
|
(26,522) |
|
Additions |
(105,524) |
|
(51,896) |
|
(9,863) |
|
(3,584) |
|
(41,952) |
|
(60,474) |
|
(195,225) |
|
(468,518) |
|
(3,468) |
|
Write-offs |
2,803 |
|
23,373 |
|
— |
|
— |
|
1,121 |
|
— |
|
— |
|
27,297 |
|
287 |
|
Transfers (i) |
— |
|
— |
|
372,463 |
|
— |
|
— |
|
— |
|
— |
|
372,463 |
|
— |
|
Exchange differences |
21,919 |
|
2,666 |
|
— |
|
— |
|
3,559 |
|
— |
|
— |
|
28,144 |
|
— |
|
Impairment |
— |
|
(237) |
|
(253) |
|
— |
|
(1,583) |
|
— |
|
(37,298) |
|
(39,371) |
|
— |
|
Balance as at September 30, 2025 |
(401,932) |
|
(235,721) |
|
(142,798) |
|
(33,437) |
|
(93,500) |
|
(176,853) |
|
(2,068,929) |
|
(3,153,170) |
|
(29,703) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2025 |
324,894 |
|
379,587 |
|
452,115 |
|
57,867 |
|
122,052 |
|
1,478,055 |
|
7,144,181 |
|
9,958,751 |
|
17,557 |
|
Balance as at September 30, 2025 |
306,977 |
|
357,653 |
|
138,119 |
|
54,542 |
|
151,098 |
|
1,477,063 |
|
7,241,547 |
|
9,726,999 |
|
14,376 |
| (i) | The amount indicated in the transfer line includes R$(314,374) transferred to fixed assets. |
| 58 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Impairment Loss at Rumo Malha Sul S.A.
As a result of the extreme weather events that impacted the state of Rio Grande do Sul in the second quarter of 2024, the railway infrastructure of Rumo Malha Sul S.A. (“Rumo Malha Sul”) suffered significant damage.
During the nine-month period ended September 30, 2025, considering the persistence of loss indicators and the fact that the assets were destroyed or had their use rendered unfeasible for an indefinite period, Rumo Malha Sul constituted a provision for reduction to recoverable value in the amount of R$1,000,094.
9. Income taxes
a) Reconciliation of income tax and social contribution expenses:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Profit (loss) before taxes |
(1,257,724) |
|
110,603 |
|
(3,172,668) |
|
(1,275,727) |
|
(467,146) |
|
1,504,884 |
|
(1,321,486) |
|
674,785 |
|
Income tax and social contribution at nominal rate (34%) |
427,626 |
|
(37,605) |
|
1,078,707 |
|
433,747 |
|
158,830 |
|
(511,661) |
|
449,305 |
|
(229,427) |
|
Adjustments for calculating the effective rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) |
(115,760) |
|
231,461 |
|
(342,982) |
|
769,695 |
|
(328,255) |
|
166,000 |
|
(963,662) |
|
628,593 |
|
Differences in tax rates on earnings from operating profit |
10,903 |
|
(30,952) |
|
— |
|
(59,422) |
|
5,467 |
|
(30,151) |
|
(45,127) |
|
(61,152) |
|
Granted income tax incentive |
— |
|
— |
|
— |
|
— |
|
90,527 |
|
121,326 |
|
276,013 |
|
318,632 |
|
Interest on shareholders’ equity |
— |
|
— |
|
— |
|
— |
|
(5,314) |
|
(133,988) |
|
(7,893) |
|
(133,988) |
|
Non-deductible expenses (donations, gifts, etc.) |
— |
|
— |
|
— |
|
— |
|
(2,080) |
|
292 |
|
(8,168) |
|
(8,491) |
|
Tax losses not recognized |
(255,124) |
|
— |
|
(1,546,309) |
|
— |
|
(341,839) |
|
(85,967) |
|
(2,027,563) |
|
(1,020,057) |
|
ICMS benefit - extemporaneous tax credits |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
25,645 |
|
ICMS benefit - current year |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(521) |
|
Provision for non-realization of the benefit of the federative covenant |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(145) |
|
885 |
|
Provision for non-realization of the benefit of the federative covenant - Interest and fine |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
25,851 |
|
Selic on indebtedness |
5,050 |
|
5,675 |
|
17,478 |
|
15,632 |
|
13,065 |
|
11,825 |
|
38,586 |
|
48,809 |
|
Rate differential |
— |
|
— |
|
— |
|
— |
|
22,162 |
|
31,887 |
|
83,236 |
|
84,346 |
|
Other |
(151) |
|
(7,883) |
|
46,660 |
|
(31,909) |
|
20,154 |
|
(79,608) |
|
188,978 |
|
(65,012) |
|
Income tax and social contribution (current and deferred) |
72,544 |
|
160,696 |
|
(746,446) |
|
1,127,743 |
|
(367,283) |
|
(510,045) |
|
(2,016,440) |
|
(385,887) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate - % |
(5.77)% |
|
145.29% |
|
23.53% |
|
(88.40)% |
|
78.62% |
|
(33.89)% |
|
152.59% |
|
(57.19)% |
| 59 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Deferred income tax assets and liabilities:
Bellow are presented the tax effects of temporary differences that give rise to significant parts of the Company's deferred tax assets and liabilities:
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Deferred tax assets from: |
|
|
|
|
|
|
|
|
Income taxes losses |
— |
|
— |
|
1,798,763 |
|
1,699,262 |
|
Negative base of social contribution |
— |
|
— |
|
604,462 |
|
560,110 |
|
Temporary differences: |
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
1,087,497 |
|
2,159,160 |
|
1,239,699 |
|
2,669,489 |
|
Provision for lawsuits |
66,721 |
|
64,335 |
|
282,762 |
|
272,886 |
|
Impairment provision (Rumo Malha Oeste) |
— |
|
— |
|
32,900 |
|
23,436 |
|
Post-employment benefit obligation |
— |
|
— |
|
131,567 |
|
128,046 |
|
Provisions for uncertain tax credits and tax losses |
— |
|
— |
|
50,432 |
|
44,202 |
|
Provision for non-recoverability of taxes |
2,580 |
|
2,580 |
|
67,040 |
|
70,719 |
|
Share-based payment transactions |
23,232 |
|
19,336 |
|
103,706 |
|
103,454 |
|
Leases |
2,051 |
|
2,347 |
|
211,019 |
|
312,402 |
|
Unrealized loss with derivatives |
364,085 |
|
— |
|
799,766 |
|
390,622 |
|
Fair value adjustment on debt |
— |
|
— |
|
58,852 |
|
— |
|
Provisions for profit sharing |
12,488 |
|
11,212 |
|
87,754 |
|
131,254 |
|
Business combination - Intangible assets |
— |
|
— |
|
106,699 |
|
124,628 |
|
Business combination - Fixed assets |
— |
|
— |
|
1,854 |
|
1,854 |
|
Selic on indebtedness |
48,160 |
|
48,160 |
|
73,390 |
|
76,745 |
|
Other provisions |
166,317 |
|
140,077 |
|
716,808 |
|
682,385 |
|
Deferred tax on pre-operating income |
— |
|
— |
|
70,081 |
|
79,402 |
|
Regulatory asset (liability) |
— |
|
— |
|
— |
|
8,396 |
|
Other |
18,833 |
|
205 |
|
153,490 |
|
245,221 |
|
Total |
1,791,964 |
|
2,447,412 |
|
6,591,044 |
|
7,624,513 |
|
Deferred tax liabilities from: |
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
— |
|
— |
|
(72,919) |
|
(347) |
|
Provision for lawsuits |
— |
|
— |
|
— |
|
(107) |
|
Temporary differences |
— |
|
— |
|
(30,783) |
|
— |
|
Useful life review |
— |
|
— |
|
(770,107) |
|
(531,081) |
|
Business combination – Fixed assets |
— |
|
— |
|
(159,584) |
|
(161,784) |
|
Tax goodwill |
— |
|
— |
|
(602,668) |
|
(645,297) |
|
Unrealized income with derivatives |
— |
|
(156,611) |
|
(302,408) |
|
(369,763) |
|
Fair value adjustment on debt |
— |
|
— |
|
(559,173) |
|
(801,022) |
|
Marketable securities |
(10,564) |
|
— |
|
(10,564) |
|
— |
|
Investment properties |
— |
|
— |
|
(469,593) |
|
(496,395) |
|
Goods intended for sale |
— |
|
— |
|
(10,367) |
|
(962) |
|
Effects on the formation of joint ventures |
(100,794) |
|
(102,070) |
|
(100,794) |
|
(167,196) |
|
Business Combination - Intangible assets |
— |
|
— |
|
(4,940,091) |
|
(4,990,657) |
|
Post-employment obligations |
— |
|
— |
|
(4,810) |
|
(4,810) |
|
Share-based payment transactions |
— |
|
— |
|
(16,647) |
|
— |
|
Leases |
— |
|
— |
|
(9,031) |
|
(11,557) |
|
Provision |
(449,153) |
|
(449,153) |
|
(449,153) |
|
(449,153) |
|
Other |
— |
|
18,832 |
|
(460,070) |
|
(472,592) |
|
Total |
(560,511) |
|
(689,002) |
|
(8,968,762) |
|
(9,102,723) |
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
1,231,453 |
|
1,758,410 |
|
(2,377,718) |
|
(1,478,210) |
|
Deferred tax assets |
1,231,453 |
|
1,758,410 |
|
3,621,453 |
|
4,495,296 |
|
Deferred tax liabilities |
— |
|
— |
|
(5,999,171) |
|
(5,973,506) |
|
Total deferred, net |
1,231,453 |
|
1,758,410 |
|
(2,377,718) |
|
(1,478,210) |
| 60 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Changes in deferred tax assets and liabilities:
|
|
Parent Company |
|
|
||||||||||
|
Assets |
Unrealized loss with derivatives |
|
Provisions |
|
Leases |
|
Employee benefit |
|
Foreign exchange variation - Loans and borrowings |
|
Other |
|
Total |
|
Balance as at January 1, 2025 |
— |
|
206,992 |
|
2,347 |
|
30,548 |
|
2,159,160 |
|
48,365 |
|
2,447,412 |
|
Impact on the result of the period |
364,085 |
|
28,626 |
|
(296) |
|
5,172 |
|
— |
|
18,628 |
|
416,215 |
|
Foreign exchange differences |
— |
|
— |
|
— |
|
— |
|
(1,071,663) |
|
— |
|
(1,071,663) |
|
Balance as at September 30, 2025 |
364,085 |
|
235,618 |
|
2,051 |
|
35,720 |
|
1,087,497 |
|
66,993 |
|
1,791,964 |
|
|
Parent Company |
||||||||
|
Liabilities |
Effects on the formation of joint ventures |
|
Unrealized loss with derivatives |
|
Provisions |
|
Other |
|
Total |
|
Balance as at January 1, 2025 |
(102,070) |
|
(156,611) |
|
(449,153) |
|
18,832 |
|
(689,002) |
|
Impact on the result of the period |
1,276 |
|
156,611 |
|
— |
|
(248,613) |
|
(90,726) |
|
Recognized in shareholders' equity |
— |
|
— |
|
— |
|
8,498 |
|
8,498 |
|
Cosan Oito incorporation |
— |
|
— |
|
— |
|
210,719 |
|
210,719 |
|
Balance as at September 30, 2025 |
(100,794) |
|
— |
|
(449,153) |
|
(10,564) |
|
(560,511) |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recognized |
|
|
|
|
|
|
|
1,231,453 |
|
| 61 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Consolidated |
||||||||||||||||
|
Assets |
Tax loss and negative basis |
|
Unrealized gains on derivatives |
|
Provisions |
|
Leases |
|
Employee benefits |
|
Intangible assets |
|
Exchange rate variation - Loans and financing |
|
Other |
|
Total |
|
Balance as at January 1, 2025 |
2,259,372 |
|
390,622 |
|
1,093,628 |
|
312,402 |
|
128,046 |
|
124,628 |
|
2,669,489 |
|
646,326 |
|
7,624,513 |
|
Impact on the result of the period |
143,853 |
|
409,144 |
|
99,789 |
|
(101,383) |
|
3,521 |
|
(17,929) |
|
— |
|
(97,199) |
|
439,796 |
|
Foreing exchange differences |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,429,790) |
|
— |
|
(1,429,790) |
|
Business combination |
— |
|
— |
|
(43,475) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(43,475) |
|
Balance as at September 30, 2025 |
2,403,225 |
|
799,766 |
|
1,149,942 |
|
211,019 |
|
131,567 |
|
106,699 |
|
1,239,699 |
|
549,127 |
|
6,591,044 |
|
|
Consolidated |
||||||||||||||||||
|
Liabilities |
Effects on the formation of joint ventures |
|
Unrealized gains on derivatives |
|
Provisions |
|
Post-employment obligation |
|
Intangible assets |
|
Property plant and equipment |
|
Exchange rate variation - Loans and financing |
|
Fair value adjustment |
|
Other |
|
Total |
|
Balance as at January 1, 2025 |
(167,196) |
|
(369,763) |
|
(449,260) |
|
(4,810) |
|
(4,990,657) |
|
(531,081) |
|
(347) |
|
(801,022) |
|
(1,788,587) |
|
(9,102,723) |
|
Impact on the result of the period |
66,402 |
|
67,355 |
|
107 |
|
— |
|
50,566 |
|
(239,026) |
|
(72,572) |
|
241,849 |
|
(16,954) |
|
97,727 |
|
Recognized in shareholders' equity |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
36,234 |
|
36,234 |
| Balance as at September 30, 2025 |
(100,794) |
|
(302,408) |
|
(449,153) |
|
(4,810) |
|
(4,940,091) |
|
(770,107) |
|
(72,919) |
|
(559,173) |
|
(1,769,307) |
|
(8,968,762) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recognized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,377,718) |
|
d) Uncertainties regarding the treatment of income tax
The Company is engaged in administrative and judicial discussions with Brazilian tax authorities regarding certain interpretations and tax positions adopted in the calculation of Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”). The final determination of these matters is uncertain and may be influenced by factors external to the Company, such as changes in case law and modifications to tax laws and regulations. In accordance with IFRIC 23/ICPC 22 - Uncertainty over Treatment of Income Taxes (“IFRIC 23/ICPC 22”), the Company assesses, for each uncertain tax treatment, whether it is probable that the tax authority will accept the treatment used or planned in the calculation of the taxes.
Only in cases where the Company concludes that it is not likely that the tax authority will accept the uncertain tax treatment, the effects of the uncertainty are recognized based on the best method of predicting the resolution of the issue, either at the most probable value or at the expected value.
The tax positions adopted by the Company are based on the opinions of specialized legal advisors. The Company is subject to review by tax authorities regarding income tax for a period of up to 10 years, depending on the jurisdiction in which it operates.
As of September 30, 2025, the total amount of assessed values under discussion with the tax authorities regarding these issues, in which is likely that the tax authorities will accept the uncertain tax treatment, was R$1,484,333 at the Parent Company (R$1,395,568 as of December 31, 2024) and R$6,099,783 at the Consolidated (R$7,052,491 as of December 31, 2024).
| 62 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Probable losses and judicial deposits:
|
|
Provision for legal proceedings |
||||||
|
Parent Company |
Consolidated |
||||||
|
|
September 30, 2025 |
December 31, 2024 |
September 30, 2025 |
December 31, 2024 |
|||
|
Tax |
218,966 |
|
198,385 |
|
705,523 |
|
745,896 |
|
Civil, environmental and regulatory |
61,441 |
|
59,989 |
|
908,361 |
|
818,422 |
|
Labor |
30,529 |
|
50,233 |
|
479,583 |
|
480,315 |
|
Total |
310,936 |
|
308,607 |
|
2,093,467 |
|
2,044,633 |
|
|
Judicial deposits |
||||||
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Tax |
320,209 |
|
390,148 |
|
760,765 |
|
801,723 |
|
Civil, environmental and regulatory |
15,880 |
|
14,675 |
|
152,510 |
|
134,058 |
|
Labor |
11,267 |
|
12,146 |
|
122,096 |
|
120,909 |
|
Total |
347,356 |
|
416,969 |
|
1,035,371 |
|
1,056,690 |
| 63 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Changes in provisions for lawsuits:
|
|
Parent Company |
||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as at January 1, 2025 |
198,385 |
|
59,989 |
|
50,233 |
|
308,607 |
|
Provisioned in the period |
56,749 |
|
7,481 |
|
1,643 |
|
65,873 |
|
Write-offs by reversal / payment |
(18,516) |
|
(7,750) |
|
(14,086) |
|
(40,352) |
|
Interest (i) |
35,276 |
|
1,721 |
|
(7,261) |
|
29,736 |
|
Transfer |
(52,928) |
|
— |
|
— |
|
(52,928) |
|
Balance as at September 30, 2025 |
218,966 |
|
61,441 |
|
30,529 |
|
310,936 |
|
Consolidated |
|||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as at January 1, 2025 |
745,896 |
|
818,422 |
|
480,315 |
|
2,044,633 |
|
Provisioned in the period |
62,490 |
|
69,202 |
|
102,127 |
|
233,819 |
|
Write-offs by reversal / payment |
(28,691) |
|
(105,001) |
|
(157,725) |
|
(291,417) |
|
Transfer |
(124,484) |
|
— |
|
— |
|
(124,484) |
|
Business combination |
— |
|
1,089 |
|
2,287 |
|
3,376 |
|
Interest (i) |
50,312 |
|
124,649 |
|
52,579 |
|
227,540 |
|
Balance as at September 30, 2025 |
705,523 |
|
908,361 |
|
479,583 |
|
2,093,467 |
| 64 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
(i) Includes interest write-off due to reversal.
The Company has debts secured by assets or by means of a cash deposit, bank guarantee or surety insurance.
The Company has probable indemnity lawsuits in addition to those mentioned; as they represent contingent assets, they have not been reported.
Tax
The main tax lawsuits for which the risk of loss is considered probable are described below:
|
|
Parent Company |
|
Consolidated |
||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Compensation with FINSOCIAL |
— |
|
— |
|
347,717 |
|
337,351 |
|
INSS |
84,100 |
|
80,576 |
|
114,993 |
|
101,399 |
|
ICMS credit |
71,849 |
|
14,217 |
|
123,755 |
|
64,708 |
|
PIS and COFINS |
5,150 |
|
34,073 |
|
5,955 |
|
34,412 |
|
IPI |
23,210 |
|
58,002 |
|
23,210 |
|
64,969 |
|
Other |
34,657 |
|
11,517 |
|
89,893 |
|
143,057 |
|
Total |
218,966 |
|
198,385 |
|
705,523 |
|
745,896 |
Labor claims
The Company and its subsidiaries are parties to labor claims filed by former employees and outsourced service providers claiming among other things, compensation and indemnities.
Additionally, the Company has public civil actions filed by the Labor Prosecutor's Office regarding alleged non-compliance with labor standards, working conditions and working environment. For claims deemed to have merit, the Company has signed Conduct Adjustment Agreements with the Brazilian authorities.
Civil, Environmental and Regulatory
The Company and its subsidiaries are involved in a number of Indemnity Lawsuits, Public Civil Actions, and Administrative Proceedings where, in the opinion of its legal counsel, the risk of loss is probable.
| 65 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Possible losses
The main lawsuits for which the risk of loss is considered possible are described below:
|
Parent Company |
Consolidated |
||||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Tax |
3,465,852 |
|
3,324,448 |
|
8,382,117 |
|
8,624,545 |
|
Civil, environmental and regulatory |
1,187,083 |
|
1,111,756 |
|
6,844,311 |
|
6,569,528 |
|
Labor |
14,246 |
|
10,189 |
|
747,032 |
|
690,535 |
|
Total |
4,667,181 |
|
4,446,393 |
|
15,973,460 |
|
15,884,608 |
Tax
|
Parent Company |
Consolidated |
||||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Isolated fine - Federal tax |
— |
|
— |
|
860,915 |
|
847,582 |
|
ICMS -Tax on circulation of goods |
1,326,510 |
|
1,151,523 |
|
3,102,471 |
|
2,996,997 |
|
IRRF |
— |
|
— |
|
912,708 |
|
869,346 |
|
PIS and COFINS |
1,228,281 |
|
1,297,612 |
|
1,823,178 |
|
2,174,274 |
|
MP 470 installment of debts |
262,547 |
|
253,793 |
|
262,547 |
|
253,793 |
|
Stock Grant Plan |
— |
|
— |
|
32,935 |
|
32,087 |
|
IOF on loans |
— |
|
— |
|
66,989 |
|
195,098 |
|
Reward Credit Compensation |
— |
|
157,959 |
|
— |
|
157,959 |
|
IPI - Tax on industrialized products |
338,137 |
|
189,971 |
|
537,078 |
|
333,185 |
|
INSS |
138,945 |
|
76,763 |
|
221,596 |
|
159,983 |
|
IPTU - Urban Property Tax |
— |
|
— |
|
139,724 |
|
128,700 |
|
Other |
171,432 |
|
196,827 |
|
421,976 |
|
475,541 |
|
Total |
3,465,852 |
|
3,324,448 |
|
8,382,117 |
|
8,624,545 |
| 66 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Civil, environmental and regulatory
|
Parent Company |
Consolidated |
||||||
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
Civil |
1,125,956 |
|
1,059,547 |
|
4,070,900 |
|
3,355,370 |
|
Environmental |
60,403 |
|
51,540 |
|
1,589,911 |
|
1,691,409 |
|
Regulatory |
724 |
|
669 |
|
1,183,500 |
|
1,522,749 |
|
Total |
1,187,083 |
|
1,111,756 |
|
6,844,311 |
|
6,569,528 |
a) Treasury shares
On January 14, 2025, the Company repurchased 4,200,000 treasury shares for R$34,022, at an average cost of R$8.10 per share.
As of September 30, 2025, the Company held 7,349,057 treasury shares (compared to 3,747,965 shares as of December 31, 2024), whose market price was R$6.17.
b) Change in dividends payable
|
Parent Company |
|
Consolidated |
||
|
Balance as at January 1, 2025 |
|
3,495 |
|
96,722 |
|
Declared dividends |
|
— |
|
1,805,462 |
|
Dividends paid to preferred shareholders |
|
— |
|
(371,000) |
|
Dividends paid |
|
— |
|
(1,433,485) |
|
Other movements |
|
(3,456) |
|
(2,000) |
|
Balance as at September 30, 2025 |
|
39 |
|
95,699 |
| 67 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Share capital
On April 30, 2025, at the Annual General Meeting, the Company’s shareholders approved the reduction of the Company’s share capital in the amount of R$649,806, with the objective of absorbing the balance of the Accumulated Losses account.
On October 23, 2025, an Extraordinary General Meeting approved an increase in the Company's share capital by up to R$8,000,000. The offers were anchored by strategic investors and completed on November 14, 2025, totaling R$10,000,000, of which R$2,000,000 was allocated to share capital and R$8,000,000 to the capital reserve. The share capital increased from R$8,182,311 to R$10,182,311.
The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share).
|
Basic and diluted – Continuous operation |
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Profit (loss) attributable to holders of common shares of Company used in calculating basic earnings per share |
(1,185,180) |
|
271,299 |
|
(3,919,114) |
|
(147,984) |
|
Dilutive effect of the subsidiaries' share-based plan |
(92) |
|
— |
|
(151) |
|
— |
|
Profit (loss) attributable to holders of common shares of the Company used in the calculation of diluted earnings per share |
(1,185,272) |
|
271,299 |
|
(3,919,265) |
|
(147,984) |
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding basic (in thousands of shares) |
|
|
|
|
|
|
|
|
Basic |
1,859,008 |
|
1,861,492 |
|
1,858,749 |
|
1,862,665 |
|
Diluted effect of the share-based plan |
— |
|
6,486 |
|
— |
|
— |
|
Share repurchases |
(956) |
|
— |
|
(956) |
|
(1,234) |
|
Diluted |
1,858,052 |
|
1,867,978 |
|
1,857,793 |
|
1,861,431 |
|
|
|
|
|
|
|
|
|
|
Profit (loss) per share |
|
|
|
|
|
|
|
|
Basic |
R$(0.64) |
|
R$0.15 |
|
R$(2.11) |
|
R$(0.08) |
|
Diluted |
R$(0.64) |
|
R$0.15 |
|
R$(2.11) |
|
R$(0.08) |
|
Basic and diluted – Discontinuous operation |
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Profit attributable to holders of common shares of Company used in calculating basic earnings per share |
— |
|
21,582 |
|
— |
|
21,582 |
|
Profit attributable to holders of common shares of the Company used in the calculation of diluted earnings per share |
— |
|
21,582 |
|
— |
|
21,582 |
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic (in thousands of shares) |
|
|
|
|
|
|
|
|
Basic |
— |
|
1,861,492 |
|
— |
|
1,862,665 |
|
Diluted effect of the share-based plan |
— |
|
6,486 |
|
— |
|
8,190 |
|
Diluted |
— |
|
1,867,978 |
|
— |
|
1,870,855 |
|
|
|
|
|
|
|
|
|
|
Profit per share |
|
|
|
|
|
|
|
|
Basic |
R$— |
|
R$0.01 |
|
R$— |
|
R$0.01 |
|
Diluted |
R$— |
|
R$0.01 |
|
R$— |
|
R$0.01 |
| 68 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Diluting instruments
Share repurchase plan: 955,631 shares related to the Company's share repurchase plan were included in the calculation of diluted earnings (loss) per share, as their potential effect is to reduce earnings per share (or increase loss per share, in the case of a negative result).
Anti-dilution instruments
Share-based payment plan: 5,221,364 shares (8,189,726 as of September 30, 2024) related to the Company's share-based payment plan 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 nine-month period ended September 30, 2025, as their potential effect would be to increase earnings per share (or reduce loss per share), characterizing them as anti-dilutive.
In the following table presents a breakdown of gross revenue from product and services sales:
|
|
Consolidated |
||||||
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Gross revenue from the sale of products and services |
12,107,447 |
|
13,305,161 |
|
35,190,788 |
|
36,826,459 |
|
Construction revenue |
426,180 |
|
425,193 |
|
1,094,635 |
|
1,126,377 |
|
Indirect taxes and other deductions |
(1,869,442) |
|
(2,084,057) |
|
(5,480,985) |
|
(5,770,475) |
|
Net sales |
10,664,185 |
|
11,646,297 |
|
30,804,438 |
|
32,182,361 |
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
|
|
Consolidated |
||||||
|
Period of three months ended September 30, |
Period of nine months ended September 30, |
||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
At a point in time |
|
|
|
|
|
|
|
|
Natural gas distribution |
3,245,790 |
|
4,362,802 |
|
10,157,117 |
|
11,999,450 |
|
Lubricants, base oil and other |
2,339,323 |
|
2,420,438 |
|
6,647,421 |
|
7,013,822 |
|
Lease and sale of property |
132,415 |
|
322,222 |
|
468,830 |
|
612,193 |
|
Other |
589,263 |
|
161,502 |
|
1,555,874 |
|
361,159 |
|
|
6,306,791 |
|
7,266,964 |
|
18,829,242 |
|
19,986,624 |
|
Over time |
|
|
|
|
|
|
|
|
Railroad transportation services |
3,602,491 |
|
3,581,400 |
|
9,918,937 |
|
9,996,729 |
|
Construction revenue |
426,180 |
|
425,193 |
|
1,094,635 |
|
1,126,377 |
|
Container operations |
216,774 |
|
170,863 |
|
578,471 |
|
476,288 |
|
Other services |
112,517 |
|
211,482 |
|
392,271 |
|
638,650 |
|
|
4,357,962 |
|
4,388,938 |
|
11,984,314 |
|
12,238,044 |
|
|
|
|
|
|
|
|
|
|
Eliminations |
(568) |
|
(9,605) |
|
(9,118) |
|
(42,307) |
|
|
|
|
|
|
|
|
|
|
Total net sales |
10,664,185 |
|
11,646,297 |
|
30,804,438 |
|
32,182,361 |
| 69 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
14. Costs and expenses by nature
Expenses are presented in the statement of profit or loss by function. The income reconciliation by nature/purpose is as follows:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
Period of three months ended September 30, |
Period of nine months ended September 30, |
Period of three months ended September 30, |
Period of nine months ended September 30, |
||||||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Raw materials |
— |
|
— |
|
— |
|
— |
|
(1,815,257) |
|
(1,834,865) |
|
(5,165,398) |
|
(5,378,896) |
|
Commodity cost (natural gas) |
— |
|
— |
|
— |
|
— |
|
(2,350,327) |
|
(3,139,875) |
|
(7,749,913) |
|
(8,711,160) |
|
Railroad transport and port elevation expenses |
— |
|
— |
|
— |
|
— |
|
(911,933) |
|
(778,504) |
|
(2,348,415) |
|
(2,194,574) |
|
Other transport |
— |
|
— |
|
— |
|
— |
|
(119,344) |
|
(162,227) |
|
(371,531) |
|
(394,355) |
|
Depreciation and amortization |
(5,137) |
|
(3,951) |
|
(14,929) |
|
(11,731) |
|
(1,000,883) |
|
(1,067,060) |
|
(2,961,091) |
|
(2,900,785) |
|
Personnel expenses |
(15,716) |
|
(56,489) |
|
(67,409) |
|
(191,229) |
|
(793,315) |
|
(910,405) |
|
(2,325,140) |
|
(2,386,257) |
|
Construction cost |
— |
|
— |
|
— |
|
— |
|
(426,180) |
|
(425,193) |
|
(1,094,635) |
|
(1,126,377) |
|
Third-party services expenses |
(30,895) |
|
(20,069) |
|
(59,472) |
|
(44,104) |
|
(257,184) |
|
(342,655) |
|
(653,909) |
|
(873,409) |
|
Selling expenses |
(8) |
|
(18) |
|
(26) |
|
(57) |
|
(32,799) |
|
(10,584) |
|
(1,960) |
|
(30,332) |
|
Cost of properties sold |
— |
|
— |
|
— |
|
— |
|
— |
|
(163,507) |
|
(31,840) |
|
(163,507) |
|
Other |
(11,866) |
|
(33,541) |
|
(57,337) |
|
(82,148) |
|
(369,084) |
|
(341,035) |
|
(1,122,126) |
|
(1,014,868) |
|
|
(63,622) |
|
(114,068) |
|
(199,173) |
|
(329,269) |
|
(8,076,306) |
|
(9,175,910) |
|
(23,825,958) |
|
(25,174,520) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
— |
|
— |
|
— |
|
(6,936,477) |
|
(7,809,169) |
|
(20,609,888) |
|
(21,875,210) |
|
Selling expenses |
— |
|
— |
|
— |
|
— |
|
(512,904) |
|
(417,549) |
|
(1,410,489) |
|
(1,155,450) |
|
General and administrative expenses |
(63,622) |
|
(114,068) |
|
(199,173) |
|
(329,269) |
|
(626,925) |
|
(949,192) |
|
(1,805,581) |
|
(2,143,860) |
|
Total |
(63,622) |
|
(114,068) |
|
(199,173) |
|
(329,269) |
|
(8,076,306) |
|
(9,175,910) |
|
(23,825,958) |
|
(25,174,520) |
| 70 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended September 30, |
Period of nine months ended September 30, |
Period of three months ended September 30, |
Period of nine months ended September 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Tax credits |
— |
|
7,463 |
|
113 |
|
15,861 |
|
82,174 |
|
11,591 |
|
83,909 |
|
34,358 |
|
Profit (loss) on disposals of non-current assets and intangible assets |
— |
|
— |
|
— |
|
(7) |
|
(11,793) |
|
16,638 |
|
(68,732) |
|
24,091 |
|
Result on sale of investments |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(383,205) |
|
Gain previously recognized in other 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 |
(4,180) |
|
(17,588) |
|
(58,101) |
|
(21,464) |
|
(25,578) |
|
(53,403) |
|
(169,085) |
|
(202,705) |
|
Result of commercial operations (i) |
— |
|
— |
|
— |
|
— |
|
96,015 |
|
— |
|
590,910 |
|
— |
|
Contractual agreement and others |
— |
|
— |
|
— |
|
— |
|
— |
|
123,263 |
|
— |
|
425,575 |
|
Reversal of other provisions |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
291,032 |
|
Other income |
9,707 |
|
6,848 |
|
25,779 |
|
41,649 |
|
1,072 |
|
— |
|
140,142 |
|
150,079 |
|
Net impairment loss (ii) |
— |
|
— |
|
— |
|
— |
|
(316,955) |
|
(109,063) |
|
(1,000,094) |
|
(2,683,879) |
|
Gain from corporate restructuring |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
168,855 |
|
Loss of profits and material damages of fixed assets (iii) |
— |
|
— |
|
— |
|
— |
|
261,672 |
|
— |
|
776,045 |
|
— |
|
Other |
(12,580) |
|
(16,914) |
|
(15,231) |
|
(41,835) |
|
3,982 |
|
(44,178) |
|
(139,109) |
|
(287,635) |
|
Total |
(7,053) |
|
(20,191) |
|
158,948 |
|
(5,796) |
|
90,589 |
|
(55,152) |
|
420,374 |
|
(2,463,434) |
| (i) | Refers substantially to the contractual agreement with a supplier due to the non-use of the total quantity stipulated in the contract, for which the subsidiary Compass was compensated, as well as to the financial settlement result arising from the optimization of the workload of certain commercial contracts, within the scope of the execution of the commercial strategy in the ordinary course of its business. |
| (ii) | The balance includes a provision for the write-down of the residual value of the assets of the subsidiary Rumo Malha Sul S.A. impacted by the extreme weather events that occurred in Rio Grande do Sul. |
| (iii) | The balance for the nine-month period ended September 30, 2025, is comprised of R$124,771 from Rumo S.A. and R$651,274 from Moove. |
| 71 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The details of financial income and expenses are as follows:
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
|
Period of three months ended September 30, |
|
Period of nine months ended September 30, |
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Cost of gross debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on debt |
(563,540) |
|
(468,273) |
|
(1,588,993) |
|
(1,300,726) |
|
(1,536,515) |
|
(1,364,402) |
|
(4,847,353) |
|
(4,211,264) |
|
Monetary and exchange rate variation |
86,454 |
|
170,563 |
|
911,231 |
|
(837,407) |
|
386,025 |
|
466,163 |
|
2,986,561 |
|
(2,595,788) |
|
Derivatives and fair value measurement |
(393,625) |
|
(121,162) |
|
(1,884,476) |
|
816,337 |
|
(1,126,838) |
|
(532,845) |
|
(4,239,264) |
|
1,645,132 |
|
Amortization of borrowing costs |
(6,255) |
|
(10,702) |
|
(83,521) |
|
(17,623) |
|
(35,418) |
|
(34,228) |
|
(417,444) |
|
(81,284) |
|
Discounts obtained from financial operations |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
186,681 |
|
— |
|
Guarantees and warranties |
— |
|
— |
|
— |
|
— |
|
(3,917) |
|
(9,369) |
|
(12,572) |
|
(26,771) |
|
|
(876,966) |
|
(429,574) |
|
(2,645,759) |
|
(1,339,419) |
|
(2,316,663) |
|
(1,474,681) |
|
(6,343,391) |
|
(5,269,975) |
|
Income from financial investments and exchange |
112,578 |
|
64,144 |
|
386,354 |
|
123,051 |
|
526,820 |
|
537,550 |
|
1,715,383 |
|
1,485,773 |
|
Changes in fair value of investments in listed entities |
21,045 |
|
— |
|
26,459 |
|
— |
|
21,045 |
|
— |
|
26,459 |
|
— |
|
|
133,623 |
|
64,144 |
|
412,813 |
|
123,051 |
|
547,865 |
|
537,550 |
|
1,741,842 |
|
1,485,773 |
|
Cost of debt, net |
(743,343) |
|
(365,430) |
|
(2,232,946) |
|
(1,216,368) |
|
(1,768,798) |
|
(937,131) |
|
(4,601,549) |
|
(3,784,202) |
|
Other charges and monetary variations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on other receivables |
11,534 |
|
18,889 |
|
51,267 |
|
47,466 |
|
260,593 |
|
96,229 |
|
590,725 |
|
345,550 |
|
Monetary variation on leases and concessions agreements |
— |
|
— |
|
— |
|
— |
|
(135,954) |
|
(126,913) |
|
(381,267) |
|
(367,275) |
|
Interest on leases |
(593) |
|
(728) |
|
(1,883) |
|
(2,327) |
|
(163,095) |
|
(162,145) |
|
(480,741) |
|
(458,435) |
|
Interest on shareholder's equity |
— |
|
— |
|
— |
|
— |
|
(1,446) |
|
(34,347) |
|
(10,865) |
|
(34,347) |
|
Interest on contingencies and contracts |
(32,688) |
|
(5,619) |
|
(71,838) |
|
(68,298) |
|
(158,323) |
|
(41,427) |
|
(450,740) |
|
(424,049) |
|
Interest on sectorial assets and liabilities |
— |
|
— |
|
— |
|
— |
|
(27,980) |
|
(16,283) |
|
(79,316) |
|
(72,108) |
|
Bank charges and other |
(7,168) |
|
(9,748) |
|
(30,211) |
|
(31,428) |
|
(23,763) |
|
(19,274) |
|
(99,915) |
|
2,399 |
|
Foreign exchange, net |
(74,321) |
|
(73,269) |
|
161,939 |
|
(1,933,516) |
|
(161,391) |
|
(176,003) |
|
(372,373) |
|
(925,959) |
|
|
(103,236) |
|
(70,475) |
|
109,274 |
|
(1,988,103) |
|
(411,359) |
|
(480,163) |
|
(1,284,492) |
|
(1,934,224) |
|
Financial results, net |
(846,579) |
|
(435,905) |
|
(2,123,672) |
|
(3,204,471) |
|
(2,180,157) |
|
(1,417,294) |
|
(5,886,041) |
|
(5,718,426) |
|
Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expenses |
(693,241) |
|
(581,346) |
|
(2,080,692) |
|
(1,736,655) |
|
(2,107,607) |
|
(1,825,539) |
|
(6,882,193) |
|
(5,820,846) |
|
Finance income |
142,128 |
|
91,516 |
|
478,158 |
|
191,887 |
|
823,761 |
|
680,596 |
|
2,578,368 |
|
2,022,082 |
|
Exchange variation, net |
206,266 |
|
303,676 |
|
1,706,669 |
|
(1,548,901) |
|
357,808 |
|
463,788 |
|
2,946,263 |
|
(2,510,248) |
|
Derivatives |
(501,732) |
|
(249,751) |
|
(2,227,807) |
|
(110,802) |
|
(1,254,119) |
|
(736,139) |
|
(4,528,479) |
|
590,586 |
|
Financial results, net |
(846,579) |
|
(435,905) |
|
(2,123,672) |
|
(3,204,471) |
|
(2,180,157) |
|
(1,417,294) |
|
(5,886,041) |
|
(5,718,426) |
| 72 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Change in outstanding share grants
The change in the number of open prizes is as follows:
|
|
|
Parent Company |
|
Consolidated |
|
Balance as at January 1, 2025 |
|
8,345,147 |
|
16,624,911 |
|
Granted (i) |
|
2,644,661 |
|
3,050,430 |
|
Exercised/cancels/other |
|
(827,326) |
|
(4,501,767) |
|
Balance as at September 30, 2025 |
|
10,162,482 |
|
15,173,574 |
| (i) | Cosan Invest 2025 Program, granted on July 31, 2025. The incentive program is conditional on retention and performance actions. Of the total actions in the program, 50% are related to length of service over a 3-year period. The remaining 50% of the program is related to performance targets, requiring the achievement of specific metrics that can vary from 0% to 150%. |
b) Expense recognized in profit or loss
Share-based compensation expenses included in the statement of profit or loss for the period ended September 30, 2025, were R$51,006 (R$255,309 as of September 30, 2024).
Fourteenth Debenture Issuance by Comgás
On September 18, 2025, the Board of Directors of the indirect subsidiary Comgás approved the public offering of the 14th issue of simple debentures, under a firm placement guarantee, non-convertible into shares, of the unsecured type, in two series. The financial settlement of the transaction in the amount of R$1,000,000 took place on October 9, 2025.
Sale of the Continental plant
On November 10, 2025, Raízen S.A. announced the signing of a sale agreement for Usina Continental, located in Colômbia, São Paulo. The transaction includes industrial assets with an installed capacity of approximately 2,000 tons per harvest, as well as the transfer of proprietary sugarcane and supplier contracts linked to the unit. Raízen will remain responsible for managing the operations until the effective transfer, which is subject to approval by CADE and fulfillment of all contractual conditions.
| 73 |
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: November 14, 2025
|
COSAN S.A. |
||
|
By: |
/s/ Rodrigo Araujo Alves |
|
|
|
Name: Rodrigo Araujo Alves |
|
|
|
Title: Chief Financial Officer |
|
FAQ
How did Cosan (CSAN) perform financially in the nine months ended September 30, 2025?
Cosan reported consolidated net sales of R$30.8 billion, down from R$32.2 billion a year earlier. EBITDA decreased to R$7.5 billion from R$9.3 billion, and profit attributable to owners was a net loss of R$3.9 billion, compared with a R$126.4 million loss in the same period of 2024.
What were Cosan’s cash and debt positions as of September 30, 2025?
Cosan held R$12.9 billion in cash and cash equivalents at the consolidated level. Loans, borrowings and debentures totaled R$60.9 billion (amortized cost plus fair value), and total assets were R$125.7 billion with total shareholders’ equity of R$32.1 billion.
What major capital markets transactions did Cosan complete around late 2025?
Cosan executed two primary share offerings in Brazil, issuing 2,100,000,000 common shares at R$5.00 per share. The transaction raised R$10.5 billion, of which R$2.1 billion went to share capital and R$8.4 billion to capital reserve, increasing share capital from R$8.18 billion to R$10.28 billion.
How did the sale of Vale S.A. shares affect Cosan in 2025?
On
What was the impact of the Moove lubricants factory fire on Cosan’s 2025 results?
The fire at Moove’s Ilha do Governador complex led to write-offs of R$50.4 million in fixed assets and inventory losses and related tax credit reversal totaling R$47.4 million. Cosan recognized an insurance indemnity receivable of R$411.0 million for physical damage and lost profits, with R$300.0 million received by September and another R$200.0 million in October 2025.
What debt management actions did Cosan take in 2025?
Cosan executed early redemptions of a R$750 million debenture series and a US$392 million 2027 bond, and settled a US$600 million Loan 4.131 and a US$300 million debenture in February 2025. It also ran tender offers for 2029, 2030 and 2031 notes and certain debentures, while issuing several new debentures across Cosan Corporate, Compass, Rumo and Moove.
Did the new U.S. tariffs materially affect Cosan’s operations?
An Executive Order in the United States imposed an additional 40% tariff on certain Brazilian products. Cosan concluded that the measure does not have a material impact on its operations due to low dependence on exports to the U.S. and the small share of affected products in its commercial activities.