[6-K] Cosan S.A. Current Report (Foreign Issuer)
Cosan S.A. reports Q1 2026 consolidated net sales of R$9,028,800 thousand, slightly below R$9,662,601 thousand a year earlier, but EBITDA rose to R$3,167,110 thousand from R$1,982,026 thousand, driven by Compass, Moove and Rumo. The group still posted a consolidated net loss of R$1,344,979 thousand, though this narrowed from R$1,935,398 thousand, with basic earnings per share at R$(0.40). Cosan used strong cash flow to reduce leverage, redeeming debentures and offshore bonds and paying about R$6.2 billion of debt while raising new long‑term funding mainly at Compass. It settled a total return swap and bought back 52,611,312 of its own shares for R$270,533 thousand, and received insurance proceeds of R$433,683 thousand for the Moove plant fire plus R$319,723 thousand from selling its remaining Vale stake. A key risk is joint venture Raízen S.A., which disclosed going‑concern uncertainty and entered Extrajudicial Reorganization; Cosan’s investment has been written down to zero, and management states it has no obligation to provide financial support and maintains adequate liquidity.
Positive
- None.
Negative
- None.
Insights
Higher EBITDA and large deleveraging offset by JV distress and ongoing losses.
Cosan delivered Q1 2026 EBITDA of R$3.17 billion, up from R$1.98 billion, helped by Compass, Moove and Rumo. However, net revenue slipped to R$9.03 billion and the group still reported a net loss of R$1.34 billion.
Management aggressively reshaped the balance sheet, redeeming multiple debentures and international bonds and paying about R$6.2 billion of debt, while issuing new Compass debentures and BNDES lines with staggered maturities extending to 2041. Cash and cash equivalents fell to R$17.46 billion from R$27.24 billion as these actions and buybacks used liquidity.
The most material risk is joint venture Raízen S.A., which reported significant losses, negative equity of R$1,132,503 thousand as of December 31, 2025 and entered Extrajudicial Reorganization in March 2026. Cosan’s stake has been written down to zero and contracts were assessed as not creating support obligations, but future disclosures on Raízen’s capital and liability restructuring will be important for understanding any indirect effects on Cosan’s strategy and segment mix.
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 May 2026
Commission File Number: 333-251238
|
|
COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
|
|
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 |
| 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 other comprehensive income | 8 |
| Interim statements of changes in equity | 9 |
| Interim statement of cash flows | 11 |
| Interim statement of value added | 14 |
| 1 Operations 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 | 20 |
| 3.1 Restatement in the statement of value added | 20 |
| 4. Segment information | 22 |
| 4.1 Net sales to external customers by product/customer type | 27 |
| 4.2 Information on geographical area | 28 |
| 5 Financial assets and liabilities | 29 |
| 5.1 Cash and cash equivalents | 30 |
| 5.2 Loans, borrowings and debentures | 30 |
| 5.3 Derivative financial instruments | 33 |
| 5.4 Related parties | 41 |
| 5.5 Trade payables | 44 |
| 5.6 Recognized Fair value measurement | 44 |
| 5.7 Financial risk management | 45 |
| 5.8 Obligation to repurchase shares of a subsidiary | 48 |
| 6 Investment in subsidiaries and associates | 49 |
| 6.1 Investments in subsidiaries | 49 |
| 6.2 Non-controlling interest in subsidiaries | 50 |
| 7 Property, plant and equipment, intangible assets, goodwill, and impairment loss | 51 |
| 7.1 Property plant and equipment | 51 |
| 7.2 Intangible assets and goodwill | 52 |
| 7.3 Impairment loss | 52 |
| 8 Income taxes | 53 |
| 9 Provision for legal proceedings and judicial deposits | 56 |
| 10 Shareholder's equity | 59 |
| 11 Earnings per share | 59 |
| 12 Net sales | 60 |
| 13 Costs and expenses by nature | 61 |
| 14 Other operating income (expenses), net | 61 |
| 15 Financial results | 62 |
| 16 Share-based payment | 63 |
| 18 Subsequent events | 63 |
| 2 |

(A free translation of the original in Portuguese)
Cosan S.A.
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 March 31, 2026 and the related statements of profit or loss, other comprehensive income, changes in equity and cash flows for the quarter then ended, as well as the accompanying consolidated interim statement of financial position of the Company and its subsidiaries ("Consolidated") as at March 31, 2026 and the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the quarter 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 |

(A free translation of the original in Portuguese)
Cosan S.A.
Other matters - Statements of value added
The interim condensed financial statements referred to above include the parent company and consolidated statements of value added for the quarter ended March 31, 2026. 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 condensed statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated condensed interim financial statements taken as a whole.
São Paulo, May 14, 2026
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 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
December 31, 2025 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
6,216,620 |
|
15,383,305 |
|
17,463,977 |
27,243,683 |
|
|
Restricted cash |
|
|
— |
|
— |
|
44,401 |
45,781 |
|
|
Marketable securities |
|
|
1,236,948 |
|
23,211 |
|
3,861,478 |
2,588,411 |
|
|
Trade receivable |
|
|
— |
|
— |
|
4,156,580 |
3,520,278 |
|
|
Derivative financial instruments |
5.3 |
|
— |
|
72,145 |
|
199,881 |
310,981 |
|
|
Inventories |
|
|
— |
|
— |
|
1,903,484 |
1,969,258 |
|
|
Receivables from related parties |
5.4 |
|
135,255 |
|
117,836 |
|
219,116 |
199,549 |
|
|
Income tax recoverable. |
|
|
761,061 |
|
709,042 |
|
1,304,465 |
1,166,622 |
|
|
Other current tax receivable |
|
|
5,279 |
|
5,278 |
|
966,305 |
1,022,881 |
|
|
Dividend receivable |
|
|
86,320 |
|
87,224 |
|
85,759 |
35,410 |
|
|
Sectoral financial assets |
|
|
— |
|
— |
|
415,527 |
338,332 |
|
|
Other financial assets |
|
|
— |
|
— |
|
— |
612 |
|
|
Other current assets |
|
|
110,429 |
|
74,506 |
|
631,941 |
993,667 |
|
|
|
|
|
8,551,912 |
|
16,472,547 |
|
31,252,914 |
39,435,465 |
|
|
Current assets held for sale |
|
|
532,136 |
|
531,734 |
|
652,168 |
652,168 |
|
|
Current assets |
|
|
9,084,048 |
|
17,004,281 |
|
31,905,082 |
40,087,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
151,887 |
148,885 |
|
|
Marketable securities |
|
|
— |
|
307,177 |
|
77,437 |
404,182 |
|
|
Restricted cash |
|
|
34 |
|
186 |
|
188,083 |
182,987 |
|
|
Deferred tax assets |
8 |
|
547,618 |
|
1,378,628 |
|
2,766,337 |
3,703,864 |
|
|
Receivables from related parties |
5.4 |
|
106,698 |
|
102,476 |
|
3,586 |
20,348 |
|
|
Income tax recoverable. |
|
|
— |
|
— |
|
227,448 |
195,821 |
|
|
Other non-current tax receivable |
|
|
35,937 |
|
35,278 |
|
1,966,140 |
1,815,830 |
|
|
Judicial deposits |
9 |
|
352,781 |
|
351,904 |
|
1,081,122 |
1,072,982 |
|
|
Derivative financial instruments |
5.3 |
|
17,706 |
|
134,239 |
|
2,003,092 |
1,956,127 |
|
|
Sectoral financial assets |
|
|
— |
|
— |
|
407,497 |
390,622 |
|
|
Other non-current assets |
|
|
101,462 |
|
128,894 |
|
1,026,558 |
919,706 |
|
|
Other financial assets |
|
|
— |
|
— |
|
344 |
5,193 |
|
|
Investment in associates |
6.1 |
|
17,101,988 |
|
16,573,858 |
|
1,711,406 |
1,721,308 |
|
|
Investment in joint ventures |
|
|
11,381 |
|
11,509 |
|
56,897 |
60,356 |
|
|
Property plant and equipment |
7.1 |
|
30,740 |
|
30,303 |
|
27,949,865 |
26,795,725 |
|
|
Intangible assets and goodwill |
7.2 |
|
11,029 |
|
11,715 |
|
26,595,427 |
26,706,626 |
|
|
Contract assets |
|
|
— |
|
— |
|
997,551 |
1,044,613 |
|
|
Right-of-use assets |
|
|
10,922 |
|
12,649 |
|
9,650,585 |
9,662,929 |
|
|
Investment property |
|
|
— |
|
— |
|
18,222,462 |
18,221,781 |
|
|
Non-current assets |
|
|
18,328,296 |
|
19,078,816 |
|
95,083,724 |
95,029,885 |
|
|
|
|
|
|
|
|
|
|
||
|
Total assets |
|
|
27,412,344 |
|
36,083,097 |
|
126,988,806 |
135,117,518 |
|
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 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
483,211 |
|
481,367 |
|
3,705,268 |
|
3,918,720 |
|
Leases |
|
|
9,935 |
|
9,935 |
|
982,749 |
|
982,991 |
|
Derivative financial instruments |
5.3 |
|
37,460 |
|
369,813 |
|
1,694,972 |
|
1,909,404 |
|
Trade payables |
5.5 |
|
2,020 |
|
870 |
|
3,812,231 |
|
4,078,511 |
|
Employee benefits payables |
|
|
17,104 |
|
43,695 |
|
516,742 |
|
771,618 |
|
Income tax payables |
|
|
21,408 |
|
15,369 |
|
118,944 |
|
153,310 |
|
Other taxes payable |
|
|
29,168 |
|
34,951 |
|
548,833 |
|
525,208 |
|
Dividends payable |
|
|
— |
|
— |
|
231,804 |
|
226,484 |
|
Concessions payable |
|
|
— |
|
— |
|
189,808 |
|
189,076 |
|
Related party payables |
5.4 |
|
179,669 |
|
233,562 |
|
337,775 |
|
320,916 |
|
Sectoral financial liabilities |
|
|
— |
|
— |
|
95,797 |
|
96,719 |
|
Other financial liabilities |
5 |
|
2,909,136 |
|
— |
|
3,751,188 |
|
1,096,884 |
|
Other Trade payables |
|
|
351,618 |
|
514,651 |
|
995,537 |
|
1,192,397 |
|
|
|
|
4,040,729 |
|
1,704,213 |
|
16,981,648 |
|
15,462,238 |
|
Liabilities related to assets held for sale |
|
|
— |
|
— |
|
86,138 |
|
86,138 |
|
Current liabilities |
|
|
4,040,729 |
|
1,704,213 |
|
17,067,786 |
|
15,548,376 |
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
12,006,585 |
|
15,907,024 |
|
54,796,351 |
|
60,308,411 |
|
Leases |
|
|
6,033 |
|
8,210 |
|
5,392,261 |
|
5,429,809 |
|
Put option liability on subsidiary shares |
5.8 |
|
3,994,832 |
|
3,844,648 |
|
3,994,832 |
|
3,844,648 |
|
Derivative financial instruments |
5.3 |
|
38,275 |
|
215,820 |
|
650,002 |
|
771,265 |
|
Trade payables |
5.5 |
|
— |
|
— |
|
19,245 |
|
18,991 |
|
Employee benefits payables |
|
|
— |
|
— |
|
29,122 |
|
23,406 |
|
Other taxes payable |
|
|
153,512 |
|
149,367 |
|
181,630 |
|
176,702 |
|
Income tax payables |
|
|
5,985 |
|
5,919 |
|
99,251 |
|
78,872 |
|
Provision for legal proceedings |
9 |
|
266,035 |
|
295,175 |
|
2,152,044 |
|
2,058,122 |
|
Concessions payable |
|
|
— |
|
— |
|
3,935,070 |
|
3,799,169 |
|
Investments with uncovered liabilities |
6.1 |
|
302 |
|
371,318 |
|
— |
|
— |
|
Related party payables |
5.4 |
|
3,331,237 |
|
5,397,919 |
|
1,156 |
|
1,166 |
|
Post-employment benefits |
|
|
344 |
|
386 |
|
543,292 |
|
536,426 |
|
Deferred tax liabilities |
8 |
|
— |
|
— |
|
6,128,534 |
|
6,125,221 |
|
Sectoral financial liabilities |
|
|
— |
|
— |
|
2,215,442 |
|
2,168,542 |
|
Other financial liabilities |
5 |
|
— |
|
2,804,606 |
|
— |
|
2,804,606 |
|
Other non-current liabilities |
|
|
74,726 |
|
74,264 |
|
392,818 |
|
414,154 |
|
Non-current liabilities |
|
|
19,877,866 |
|
29,074,656 |
|
80,531,050 |
|
88,559,510 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
23,918,595 |
|
30,778,869 |
|
97,598,836 |
|
104,107,886 |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity |
10 |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
10,282,739 |
|
10,282,739 |
|
10,282,739 |
|
10,282,739 |
|
Treasury shares |
|
|
(266,892) |
|
(76,150) |
|
(266,892) |
|
(76,150) |
|
Additional paid-in capital |
|
|
4,180,652 |
|
4,194,210 |
|
4,180,652 |
|
4,194,210 |
|
Accumulated other comprehensive income |
|
|
602,725 |
|
625,554 |
|
602,725 |
|
625,554 |
|
Accumulated losses |
|
|
(11,305,475) |
|
(9,722,125) |
|
(11,305,475) |
|
(9,722,125) |
|
Equity attributable to owners of the Company |
|
|
3,493,749 |
|
5,304,228 |
|
3,493,749 |
|
5,304,228 |
|
Non-controlling interests |
6.2 |
|
— |
|
— |
|
25,896,221 |
|
25,705,404 |
|
Total shareholders' equity |
|
|
3,493,749 |
|
5,304,228 |
|
29,389,970 |
|
31,009,632 |
|
Total liabilities and shareholders' equity |
|
|
27,412,344 |
|
36,083,097 |
|
126,988,806 |
|
135,117,518 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements
| 6 |
| Interim statement of profit or loss |
| ((In thousands of Brazilian reais - R$, excluding earnings per share) |
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
|
Period of three months ended March, 31 |
||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Net sales |
12 |
|
— |
|
— |
|
9,028,800 |
|
9,662,601 |
|
Cost of sales |
13 |
|
— |
|
— |
|
(5,953,019) |
|
(6,791,905) |
|
Gross profit |
|
|
— |
|
— |
|
3,075,781 |
|
2,870,696 |
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
13 |
|
— |
|
— |
|
(443,814) |
|
(440,056) |
|
General and administrative expenses |
13 |
|
(45,939) |
|
(57,937) |
|
(547,411) |
|
(535,032) |
|
Other operating income (expenses), net |
14 |
|
(33,398) |
|
173,925 |
|
234,949 |
|
524,130 |
|
Impairment |
14 |
|
— |
|
— |
|
(168,104) |
|
(285,608) |
|
Operating expenses |
|
|
(79,337) |
|
115,988 |
|
(924,380) |
|
(736,566) |
|
|
|
|
|
|
|
|
|
|
|
| (Loss) profit before equity in earnings of investees, finance results and income taxes |
|
|
(79,337) |
|
115,988 |
|
2,151,401 |
|
2,134,130 |
|
|
|
|
|
|
|
|
|
|
|
|
Interest in (losses) earnings of subsidiaries and associates |
6.1 |
|
117,844 |
|
(493,236) |
|
48,676 |
|
19,049 |
|
Interest in losses of joint ventures |
|
|
(1,032) |
|
(128,194) |
|
(4,363) |
|
(1,139,047) |
|
Equity in (losses) earnings of investees |
|
|
116,812 |
|
(621,430) |
|
44,313 |
|
(1,119,998) |
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense |
|
|
(891,006) |
|
(763,961) |
|
(2,848,174) |
|
(2,713,642) |
|
Finance income |
|
|
345,462 |
|
224,542 |
|
1,016,676 |
|
1,037,901 |
|
Foreign exchange, net |
|
|
281,893 |
|
1,079,284 |
|
702,518 |
|
1,793,964 |
|
Net gain (loss) on derivatives |
|
|
(523,713) |
|
(1,163,099) |
|
(1,233,929) |
|
(2,021,218) |
|
Finance results, net |
15 |
|
(787,364) |
|
(623,234) |
|
(2,362,909) |
|
(1,902,995) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(749,889) |
|
(1,128,676) |
|
(167,195) |
|
(888,863) |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax |
8 |
|
|
|
|
|
|
|
|
|
Current |
|
|
(2,451) |
|
— |
|
(236,385) |
|
(303,162) |
|
Deferred |
|
|
(831,010) |
|
(659,219) |
|
(941,399) |
|
(743,373) |
|
|
|
|
(833,461) |
|
(659,219) |
|
(1,177,784) |
|
(1,046,535) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(1,583,350) |
|
(1,787,895) |
|
(1,344,979) |
|
(1,935,398) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to: |
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(1,583,350) |
|
(1,787,895) |
|
(1,583,350) |
|
(1,787,895) |
|
Non-controlling interests |
|
|
— |
|
— |
|
238,371 |
|
(147,503) |
|
|
|
|
(1,583,350) |
|
(1,787,895) |
|
(1,344,979) |
|
(1,935,398) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
11 |
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
R$(0.40) |
|
R$(0.96) |
|
Diluted |
|
|
|
|
|
|
R$(0.41) |
|
R$(0.96) |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 7 |
| Interim statement of other comprehensive income |
| (In thousands of Brazilian reais - R$) |
|
|
|
Parent Company |
|
Consolidated |
||||
|
Period of three months ended March, 31 |
||||||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Loss for the period |
|
(1,583,350) |
|
(1,787,895) |
|
(1,344,979) |
|
(1,935,398) |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss (i): |
|
|
|
|
|
|
|
|
|
Foreign currency translation differences |
|
(64,537) |
|
(290,696) |
|
(121,559) |
|
(290,198) |
|
Gain on Cash flows hedge |
|
41,715 |
|
162,887 |
|
19,858 |
|
222,492 |
|
Income tax impact |
|
— |
|
— |
|
(1,253) |
|
(28,025) |
|
|
|
(22,822) |
|
(127,809) |
|
(102,954) |
|
(95,731) |
|
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
Remeasurement gain (loss) on defined benefit plans |
|
15 |
|
(22,497) |
|
33 |
|
(59,336) |
|
Loss in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk (i) |
|
(22) |
|
— |
|
(5,274) |
|
— |
|
Income tax impact |
|
— |
|
8,499 |
|
1,811 |
|
17,002 |
|
|
|
(7) |
|
(13,998) |
|
(3,430) |
|
(42,334) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
(1,606,179) |
|
(1,929,702) |
|
(1,451,363) |
|
(2,073,463) |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
(1,606,179) |
|
(1,929,702) |
|
(1,606,179) |
|
(1,929,702) |
|
Non-controlling interests |
|
— |
|
— |
|
154,816 |
|
(143,761) |
|
|
|
(1,606,179) |
|
(1,929,702) |
|
(1,451,363) |
|
(2,073,463) |
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 statements of changes in equity |
| (In thousands of Brazilian reais - R$) |
|
|
|
|
|
|
|
Capital reserve |
|
|
|
|
|
Shareholders’ equity attributable to |
|
|
||||
|
|
|
Share capital |
|
Treasury shares |
|
Corporate transactions - Law 6.404/76 |
|
Additional paid-in capital |
|
Accumulated other comprehensive income |
|
Accumulated losses |
|
Controlling shareholders |
|
Non-controlling interests |
|
Total equity |
|
Balance as at January 1, 2026 |
|
10,282,739 |
|
(76,150) |
|
737 |
|
4,193,473 |
|
625,554 |
|
(9,722,125) |
|
5,304,228 |
|
25,705,404 |
|
31,009,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,583,350) |
|
(1,583,350) |
|
238,371 |
|
(1,344,979) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) from cash flows hedge |
|
— |
|
— |
|
— |
|
— |
|
41,715 |
|
— |
|
41,715 |
|
(23,110) |
|
18,605 |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(64,537) |
|
— |
|
(64,537) |
|
(57,022) |
|
(121,559) |
|
Remeasurement gain on defined benefit plans, net of tax |
|
— |
|
— |
|
— |
|
— |
|
15 |
|
— |
|
15 |
|
18 |
|
33 |
|
Loss in fair value of financial liabilities designated at fair value tthrough profit or loss attributable to changes in credit risk |
|
— |
|
— |
|
— |
|
— |
|
(22) |
|
— |
|
(22) |
|
(3,441) |
|
(3,463) |
|
Total comprehensive (loss) income for the period |
|
— |
|
— |
|
— |
|
— |
|
(22,829) |
|
(1,583,350) |
|
(1,606,179) |
|
154,816 |
|
(1,451,363) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect arising from capital increase in subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,038 |
|
1,038 |
|
Own shares acquired (note 10 (a)) |
|
— |
|
(213,666) |
|
— |
|
(2,841) |
|
— |
|
— |
|
(216,507) |
|
— |
|
(216,507) |
|
Share-based payments |
|
— |
|
22,924 |
|
|
|
(22,738) |
|
— |
|
— |
|
186 |
|
— |
|
186 |
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,229) |
|
(3,229) |
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
12,080 |
|
— |
|
— |
|
12,080 |
|
38,192 |
|
50,272 |
|
Total contributions and distributions |
|
— |
|
(190,742) |
|
— |
|
(13,499) |
|
— |
|
— |
|
(204,241) |
|
36,001 |
|
(168,240) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary and other transactions |
|
— |
|
— |
|
— |
|
(59) |
|
— |
|
— |
|
(59) |
|
— |
|
(59) |
|
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
(59) |
|
— |
|
— |
|
(59) |
|
— |
|
(59) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company contributions and distributions |
|
— |
|
(190,742) |
|
— |
|
(13,558) |
|
— |
|
— |
|
(204,300) |
|
36,001 |
|
(168,299) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2026 |
10,282,739 |
|
(266,892) |
|
737 |
|
4,179,915 |
|
602,725 |
|
(11,305,475) |
|
3,493,749 |
|
25,896,221 |
|
29,389,970 |
|
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 9 |
| Interim statements of changes in equity |
| (In thousands of Brazilian reais - R$) |
|
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserves |
|
|
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 interests |
|
Total 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,787,895) |
|
(1,787,895) |
|
(147,503) |
|
(1,935,398) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from cash flows hedge |
|
— |
|
— |
|
— |
|
— |
|
162,887 |
|
— |
|
— |
|
— |
|
162,887 |
|
31,580 |
|
194,467 |
|
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(290,696) |
|
— |
|
— |
|
— |
|
(290,696) |
|
498 |
|
(290,198) |
|
Remeasurement loss on defined benefit plans, net of tax |
|
— |
|
— |
|
— |
|
— |
|
(13,998) |
|
— |
|
— |
|
— |
|
(13,998) |
|
(28,336) |
|
(42,334) |
|
Total comprehensive loss for the period |
|
— |
|
— |
|
— |
|
— |
|
(141,807) |
|
— |
|
— |
|
(1,787,895) |
|
(1,929,702) |
|
(143,761) |
|
(2,073,463) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment |
|
— |
|
234 |
|
— |
|
114 |
|
— |
|
— |
|
— |
|
— |
|
348 |
|
6,771 |
|
7,119 |
|
Dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(375,782) |
|
(375,782) |
|
Own shares acquired |
|
— |
|
(34,022) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(34,022) |
|
— |
|
(34,022) |
|
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
15,559 |
|
— |
|
— |
|
— |
|
— |
|
15,559 |
|
2,135 |
|
17,694 |
|
Total contributions and distributions |
|
— |
|
(33,788) |
|
— |
|
15,673 |
|
— |
|
— |
|
— |
|
— |
|
(18,115) |
|
(366,876) |
|
(384,991) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary |
|
— |
|
— |
|
— |
|
(975,200) |
|
— |
|
— |
|
— |
|
— |
|
(975,200) |
|
(1,193,730) |
|
(2,168,930) |
|
Capital reduction in subsidiary |
|
— |
|
— |
|
— |
|
(89,084) |
|
— |
|
— |
|
— |
|
— |
|
(89,084) |
|
89,084 |
|
— |
|
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
(1,064,284) |
|
— |
|
— |
|
— |
|
— |
|
(1,064,284) |
|
(1,104,646) |
|
(2,168,930) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company contributions and distributions |
|
— |
|
(33,788) |
|
— |
|
(1,048,611) |
|
— |
|
— |
|
— |
|
— |
|
(1,082,399) |
|
(1,471,522) |
|
(2,553,921) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2025 |
|
8,832,544 |
|
(84,496) |
|
737 |
|
1,156,530 |
|
424,048 |
|
58,802 |
|
8,715,188 |
|
(11,211,690) |
|
7,891,663 |
|
26,879,315 |
|
34,770,978 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 10 |
(In thousands of Brazilian reais - R$)
Interim statement of cash flows
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
|
Period of three months ended March 31, |
||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(749,889) |
|
(1,128,676) |
|
(167,195) |
|
(888,863) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
13 |
|
5,396 |
|
4,713 |
|
971,396 |
|
967,894 |
|
Impairment |
14 |
|
— |
|
— |
|
168,104 |
|
285,608 |
|
Interest in (losses) earnings of subsidiaries and associates |
6.1 |
|
(117,844) |
|
493,236 |
|
(48,676) |
|
(19,049) |
|
Interest in earnings (losses) of joint ventures |
|
|
1,032 |
|
128,194 |
|
4,363 |
|
1,139,047 |
|
Loss (gain) on disposed assets |
14 |
|
— |
|
— |
|
(19,515) |
|
(4,194) |
|
Share-based payment |
16 |
|
9,655 |
|
6,220 |
|
19,813 |
|
23,892 |
|
Provision for legal proceedings |
14 |
|
5,138 |
|
35,589 |
|
82,202 |
|
84,992 |
|
Interest, derivatives, monetary and foreign exchange, net |
|
|
928,361 |
|
762,997 |
|
2,808,860 |
|
2,397,005 |
|
Sectorial financial assets and liabilities, net |
|
|
— |
|
— |
|
(71,274) |
|
8,586 |
|
Provisions for employee benefits |
|
|
9,368 |
|
(579) |
|
102,918 |
|
93,871 |
|
Allowance for expected credit losses |
|
|
— |
|
— |
|
1,138 |
|
11,110 |
|
Revenue from insurance claims |
|
|
— |
|
— |
|
(7,114) |
|
— |
|
Income from finance investments |
|
|
— |
|
(9,143) |
|
— |
|
(9,143) |
|
Previously recognized gain in other comprehensive income reclassified to profit |
|
|
— |
|
(206,388) |
|
— |
|
(206,388) |
|
Other |
|
|
(31) |
|
10 |
|
(20,859) |
|
(89,465) |
|
|
|
|
91,186 |
|
86,173 |
|
3,824,161 |
|
3,794,903 |
|
Variation in: |
|
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
(681,703) |
|
(263,936) |
|
Inventories |
|
|
— |
|
— |
|
9,450 |
|
(99,705) |
|
Other taxes, net |
|
|
(52,808) |
|
2,764 |
|
(215,891) |
|
(382,326) |
|
Income taxes paid |
|
|
— |
|
(26,586) |
|
(262,697) |
|
(371,123) |
|
Related parties, net |
|
|
(59,301) |
|
21,633 |
|
(6,632) |
|
(21,353) |
|
Trade payables |
|
|
1,157 |
|
(1,596) |
|
(124,000) |
|
(280,419) |
|
Employee benefits |
|
|
(35,960) |
|
(29,555) |
|
(333,519) |
|
(374,402) |
|
Provision for legal proceedings |
|
|
332 |
|
67 |
|
(61,458) |
|
(38,754) |
|
Derivative financial instruments |
|
|
— |
|
— |
|
(19,966) |
|
(5,107) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(67,643) |
|
(53,150) |
|
Judicial deposits |
|
|
(1,644) |
|
(1,561) |
|
(650) |
|
(12,589) |
|
Post-employment benefit obligation |
|
|
— |
|
— |
|
(10,517) |
|
(9,848) |
|
Other assets and liabilities, net |
|
|
(13,338) |
|
(5,646) |
|
422,174 |
|
(152,287) |
|
|
|
|
(161,562) |
|
(40,480) |
|
(1,353,052) |
|
(2,064,999) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) generated from operating activities |
|
|
(70,376) |
|
45,693 |
|
2,471,109 |
|
1,729,904 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital contribution to associates |
6.1 |
|
(801,558) |
|
(331,000) |
|
— |
|
— |
|
Capital reduction in subsidiaries |
|
|
— |
|
1,013,760 |
|
— |
|
11,000 |
|
Payments for acquisition of subsidiaries |
|
|
— |
|
— |
|
(175,032) |
|
— |
|
Sale (purchase) of marketable securities, net |
|
|
(883,555) |
|
193,880 |
|
(857,605) |
|
472,358 |
| 11 |
(In thousands of Brazilian reais - R$)
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
|
Period of three months ended March 31, |
||||||
|
|
Note |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(749,889) |
|
(1,128,676) |
|
(167,195) |
|
(888,863) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
152 |
|
(184) |
|
(5,594) |
|
(114,600) |
|
Dividends received from subsidiaries and associates |
|
|
— |
|
14,110 |
|
7,902 |
|
4,277 |
|
Dividends received from joint venture |
|
|
— |
|
5,184 |
|
— |
|
45,640 |
|
Dividends received from finance investment |
|
|
8,974 |
|
87,608 |
|
8,974 |
|
87,608 |
|
Other financial assets |
|
|
— |
|
— |
|
(66) |
|
(80) |
|
Cash in the incorporation operation |
|
|
— |
|
10,089 |
|
— |
|
— |
|
Acquisition of property, plant and equipment, intangible and contract assets |
|
|
(3,453) |
|
(3,797) |
|
(2,297,845) |
|
(2,284,909) |
|
Proceeds from the sale of investments |
|
|
— |
|
8,892,802 |
|
— |
|
8,892,802 |
|
Related parties |
|
|
— |
|
25,592 |
|
— |
|
25,592 |
|
Acquisition of subsidiary |
|
|
— |
|
— |
|
— |
|
(213,086) |
|
Payment of derivative financial instruments, except debt |
|
|
(282,637) |
|
(981,504) |
|
(282,637) |
|
(981,504) |
|
Cash received on the sale of fixed asset and intangible asset |
|
|
— |
|
— |
|
34,787 |
|
1,024 |
|
Net cash (used in) generated from investing activities |
|
|
(1,962,077) |
|
8,926,540 |
|
(3,567,116) |
|
5,946,122 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures |
5.2 |
|
— |
|
2,442,980 |
|
2,686,736 |
|
6,486,495 |
|
Principal repayment of loans, borrowings and debentures |
5.2 |
|
(3,757,584) |
|
(7,148,782) |
|
(7,752,385) |
|
(11,504,819) |
|
Payment of interest on loans, borrowings and debentures |
5.2 |
|
(553,805) |
|
(459,313) |
|
(1,627,737) |
|
(1,271,271) |
|
Payment of derivatives financial instruments |
|
|
(565,611) |
|
(213,110) |
|
(1,316,126) |
|
(938,580) |
|
Proceeds from derivative financial instruments |
|
|
3,315 |
|
347,361 |
|
28,284 |
|
979,572 |
|
Principal repayment of leases |
|
|
(2,187) |
|
(1,822) |
|
(160,920) |
|
(143,920) |
|
Payment of interest on leases |
|
|
(472) |
|
(666) |
|
(98,247) |
|
(98,596) |
|
Capital increase |
|
|
— |
|
— |
|
1,058 |
|
— |
|
Capital reduction in associates |
|
|
— |
|
— |
|
— |
|
(486,240) |
|
Related parties |
|
|
(2,017,479) |
|
(1,223,068) |
|
— |
|
— |
|
Payments to redeem entity’s shares and acquisition of treasury shares |
10 |
|
(270,533) |
|
(34,022) |
|
(270,533) |
|
(34,022) |
|
Proceeds from the sale of treasury shares |
10 |
|
31,984 |
|
— |
|
31,984 |
|
— |
|
Acquisition of non-controlling shareholders’ shares- Cosan Nove |
|
|
— |
|
(2,169,000) |
|
— |
|
(2,169,000) |
|
Dividends paid |
|
|
— |
|
— |
|
(90) |
|
(44,032) |
|
Dividends paid for preferred shares |
|
|
— |
|
— |
|
— |
|
(371,000) |
|
Gain on banking operations with derivatives |
|
|
— |
|
22,100 |
|
— |
|
22,100 |
|
Net cash (used in) generated from financing activities |
|
|
(7,132,372) |
|
(8,437,342) |
|
(8,477,976) |
|
(9,573,313) |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(9,164,825) |
|
534,891 |
|
(9,573,983) |
|
(1,897,287) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
15,383,305 |
|
2,201,267 |
|
27,243,683 |
|
16,903,542 |
|
Effect of the foreign exchange rate changes |
|
|
(1,860) |
|
(3,636) |
|
(205,723) |
|
(197,172) |
|
Cash and cash equivalents at the end of the period |
|
|
6,216,620 |
|
2,732,522 |
|
17,463,977 |
|
14,809,083 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
| 12 |
Interim statement of cash flows
(In thousands of Brazilian reais - R$)
Non-cash transactions:
The Company presents its individual and consolidated Cash flows statements using the indirect method. During the three-month period ended March 31, 2026, the following transactions did not involve cash or cash equivalents and are therefore not reflected in the parent company's and consolidated Cash flows statements:
(i) Recognition of right-of-use assets as a counterpart to the lease liability, in the amount of R$ 564,946 (R$ 135,098 as of March 31, 2025), resulting from monetary adjustment based on contractual indices and the execution of new lease agreements.
(ii) Acquisition of tangible and intangible assets on a deferred payment basis, in the amount of R$ 516,674 (R$ 567,019 as of March 31, 2025).
Presentation of interest and dividends:
The Company classifies dividends and interest on equity received as Cash flows from investing activities. Dividends and interest on equity paid are classified as Cash flows from financing activities.
| 13 |
| Interim statement of value added |
| (In thousands of Brazilian reais - R$) |
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of three months ended March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 Restated (Note 3.1) |
|
Revenue |
|
|
|
|
|
|
|
|
Net sales |
— |
|
— |
|
10,144,646 |
|
10,641,969 |
|
Capitalization of assets constructed for own use |
— |
|
— |
|
2,201,236 |
|
1,284,183 |
|
Other income, net |
9,852 |
|
218,008 |
|
400,789 |
|
639,449 |
|
Impairment loss on trade receivables |
— |
|
— |
|
(1,138) |
|
(11,110) |
|
9,852 |
|
218,008 |
|
12,745,533 |
|
12,554,491 |
|
|
Inputs purchased from third parties |
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
— |
|
7,004,744 |
|
6,485,994 |
|
Materials, energy, third-party services and other |
42,175 |
|
39,748 |
|
827,205 |
|
724,228 |
|
Impairment |
— |
|
— |
|
168,104 |
|
285,608 |
|
42,175 |
|
39,748 |
|
8,000,053 |
|
7,495,830 |
|
|
|
|
|
|
|
|
|
|
|
Gross value added |
(32,323) |
|
178,260 |
|
4,745,480 |
|
5,058,661 |
|
|
|
|
|
|
|
|
|
|
Retention |
|
|
|
|
|
|
|
|
Depreciation and amortization |
5,396 |
|
4,713 |
|
971,396 |
|
967,894 |
|
Net value added |
(37,719) |
|
173,547 |
|
3,774,084 |
|
4,090,767 |
|
|
|
|
|
|
|
|
|
|
Value added transferred in |
|
|
|
|
|
|
|
|
Interest in earnings (losses) of subsidiaries and associates |
117,844 |
|
(493,236) |
|
48,676 |
|
19,049 |
|
Interest in losses of joint ventures |
(1,032) |
|
(128,194) |
|
(4,363) |
|
(1,139,047) |
|
Finance income |
627,355 |
|
1,303,826 |
|
1,437,834 |
|
2,831,865 |
|
|
744,167 |
|
682,396 |
|
1,482,147 |
|
1,711,867 |
|
|
|
|
|
|
|
|
|
|
Value added to be distributed |
706,448 |
|
855,943 |
|
5,256,231 |
|
5,802,634 |
|
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
Personnel and payroll charges |
29,394 |
|
45,508 |
|
889,975 |
|
845,288 |
|
Direct remuneration |
27,274 |
|
38,243 |
|
812,706 |
|
738,191 |
|
Benefits |
2,403 |
|
4,530 |
|
47,858 |
|
77,561 |
|
FGTS and other |
(283) |
|
2,735 |
|
29,411 |
|
29,536 |
|
|
|
|
|
|
|
|
|
|
Taxes, fees and contributions |
845,685 |
|
671,267 |
|
1,704,667 |
|
2,137,093 |
|
Federal |
842,660 |
|
667,807 |
|
1,147,409 |
|
1,411,485 |
|
State |
— |
|
1 |
|
510,710 |
|
683,991 |
|
Municipal |
3,025 |
|
3,459 |
|
46,548 |
|
41,617 |
|
|
|
|
|
|
|
|
|
|
Financial expenses and rents |
1,414,719 |
|
1,927,063 |
|
4,006,568 |
|
4,755,651 |
|
Interest and foreign exchange variation |
1,309,096 |
|
1,827,712 |
|
3,593,618 |
|
4,367,012 |
|
Rents |
4 |
|
— |
|
42,079 |
|
25,021 |
|
Other |
105,619 |
|
99,351 |
|
370,871 |
|
363,618 |
|
|
|
|
|
|
|
|
|
|
Equity remuneration |
(1,583,350) |
|
(1,787,895) |
|
(1,344,979) |
|
(1,935,398) |
|
Proposed dividends |
— |
|
— |
|
3,229 |
|
— |
|
Non-controlling interests |
— |
|
— |
|
238,371 |
|
(147,503) |
|
Loss for the year |
(1,583,350) |
|
(1,787,895) |
|
(1,586,579) |
|
(1,787,895) |
The accompanying notes are an integral part of the individual and consolidated financial statements.
| 14 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Cosan S.A. ("Cosan" or "the Company") is a publicly held Brazilian corporation listed on the Novo Mercado, the highest corporate governance tier of B3 S.A. — Brasil Bolsa Balcão ("B3"), under the trading symbol "CSAN3." The Company's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the ticker symbol "CSAN." Cosan is a sociedade anônima incorporated under the laws of Brazil with no fixed term and is headquartered in São Paulo, State of São Paulo. The Company's controlling shareholder is Mr. Rubens Ometto Silveira Mello.
As of March 31, 2026, the Cosan Corporate segment comprised the following entities:

| 15 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (i) | Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
| (ii) | Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 12.73% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.06% stake in Raízen S.A. (“Raízen”). |
2.1.1 - Fire at the Moove lubricant factory - Compensation received
As disclosed in the financial statements ended December 31, 2025, the indirectly controlled subsidiary Cosan Lubricants e Especialidades SA ("CLE" – Moove segment) entered into a final settlement agreement with the insurance companies regarding the fire that occurred in February 2025 at the Ilha do Governador Complex, covering compensation for material damages and lost profits.
In January 2026, the insurance companies fully settled the remaining balance of the insurance indemnity (amount due under the insurance contract), in the amount of R$ 433,683, an amount already recognized as an receivable in current assets as of December 31, 2025.
2.1.2 - Disposal of equity interest in Vale S.A. ("Vale")
On January 12, 2026, the Company sold its remaining stake in Vale for R$ 319,723. Additionally, on January 9 and 12, 2026, the Company prepaid its call spread derivatives structure relating to 4,268,720 shares. This transaction resulted in a cash inflow of R$ 91,853.
2.1.3 - Settlement of the total return swap (“TRS”) agreement backed by treasury shares
On January 15, 2026, the Company settled the derivative instrument (TRS) agreement entered into with Banco Santander (Brasil) S.A. (“Santander”), backed by shares of its own issuance. As a result of the settlement, the Company acquired 52,611,312 common shares of its own issuance (ticker: CSAN3), for a total amount of R$ 270,533.
| 16 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
As of the authorization date of these interim financial statements, the Company did not hold any other derivative contracts linked to shares of its own issuance.
2.1.4 - Going concern uncertainty related to the joint venture Raízen S.A.
The Company holds a significant stake in Raízen, classified as a joint venture and accounted for using the equity method. As of February 12, 2026, Raízen disclosed, in its interim financial statements, significant uncertainty regarding its ability to maintain operational continuity.
Given this scenario, Raízen revised the assumptions used in the impairment tests of its assets, making the necessary adjustments and provisions. These events, coupled with the high level of indebtedness, resulted in significant losses and negative shareholders’ equity of R$ 1,132,503 thousand as of December 31, 2025. At the time of authorization for the issuance of these financial statements, no formal capital increase agreement had been entered into.
The Company's management assessed that this event does not compromise the Company's ability to maintain its operational continuity, since it has a solid capital structure and adequate liquidity to honor its obligations when they mature.
Based on information available as of December 31, 2025, the investment in Raízen was reduced to zero on the Company's balance sheet, without the recognition of any additional liability. This is because the Company concluded, together with its legal advisors, through the analysis of contracts, corporate documents and other documents related to Raízen, that it has no legal or constructive obligations to provide financial support to Raízen. Management will continue to monitor the progress of Raízen's corporate and financial restructuring process, and any impacts will be recognized in the periods in which they occur.
On March 4, 2026, Raízen SA released a material fact informing about measures to strengthen its capital structure, including seeking a negotiated solution with its financial creditors. On March 11, 2026, Raízen S.A. filed for Extrajudicial Reorganization, a restructuring of a strictly financial nature, which does not cover obligations to customers, suppliers, resellers, and other business partners. On March 12, 2026, it was announced that the 3rd Bankruptcy and Judicial Reorganization Court of the São Paulo District approved the processing of the extrajudicial reorganization of Raízen and certain subsidiaries. This decision resulted in the suspension, for a period of 180 days, of legal actions and enforcement measures related to the credits covered by the procedure, as well as a 90-day period for proving the quorum necessary for judicial approval of the plan, in accordance with Law No. 11.101/2005. As also evidenced by Raízen S.A. in a material fact disclosed on March 11, 2026, the extrajudicial recovery plan may involve: (i) the capitalization of the Raízen Group by its shareholders; (ii) the conversion of part of the Subject Credits into equity participation in the company; (iii) the replacement of part of the Subject Credits with new debt; (iv) corporate reorganizations aimed at segregating a portion of the businesses currently conducted by the Raízen Group; and (v) the sale of assets of the Raízen Group.
| 17 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Raízen remains in negotiations with its financial creditors and awaits judicial approval of the plan to define the renegotiation of its liabilities, as well as alternatives for raising the necessary funds for operations and Cash flows in future periods.
2.1.5 - Transactions with Cosan Dez preferred shareholders
On February 19, 2026, Bradesco BBI SA ("Bradesco") exercised its conversion right under the shareholders' agreement and converted its Class B preferred shares in Cosan Dez Participações SA ("Cosan Dez"), representing 4.99% of the subsidiary's share capital, into Class D preferred shares. After the conversion, these shares represented 11.50% of Cosan Dez's share capital.
On March 31, 2026, BTG Pactual Holding Participações S.A. (“BTG”) exercised its conversion right under the shareholders' agreement and converted its Class A preferred shares in Cosan Dez, representing 4.99% of the subsidiary's share capital, into Class C preferred shares. After the conversion, these shares represented 11.50% of Cosan Dez's share capital.
The transaction was completed in accordance with the terms of the existing shareholders' agreement.
| 18 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
2.2.1 - Early repayments
On January 16, 2026, Cosan S.A. announced the total early redemption of the debentures from the 1st series of the 4th issuance and the 6th issuance, both with a redemption date of February 2, 2026, according to the values below:
| (i) | First Series of the 4th Issue: The total redemption value was R$ 400,000, plus the remuneration calculated pro rata temporis from the date of the last remuneration payment until the date of the actual payment, and the premium. | |
| (ii) | 6th Issue: The total redemption value was R$ 166,178, plus the interest calculated pro rata temporis from the date of the last interest payment until the date of the actual payment, and the premium. |
In February 2026, the subsidiary Cosan Luxembourg S.A. (“Cosan Lux”) fully redeemed the bonds maturing in 2029, in the principal amount of R$ 2,622,288 (equivalent to US$ 504,228), through the exercise of the early call clause, and, in the same period, continuing the liability management strategy previously disclosed to the market, also fully redeemed the senior notes maturing in June 2030 (“Bond 2030”), in the principal amount of R$ 1,400,698 (representing US$ 269,334), and the senior notes maturing in January 2031 (“Bond 2031”), in the principal amount of R$ 1,560,180 (representing US$ 300,000).
With the aforementioned redemptions, we have paid approximately R$ 6.2 billion in debt to date, reinforcing our commitment to reducing debt, financing costs, and improving our capital structure.
2.2.2 - Debts incurred during the period
|
Segment/Type |
Date |
Incidence of interest |
Index |
Objective |
Funding cost |
Value |
Maturity |
|
Compass |
|
|
|
|
|
|
|
|
Debentures |
03/25/2026 |
Six-monthly |
CDI + 0.75% p.a. |
Capital management |
(9,036) |
1,500,000 |
03/15/2029 |
|
Debentures |
03/18/2026 |
Six-monthly |
CDI + 0.85% p.a. |
Investments |
(3,526) |
600,000 |
03/16/2029 |
|
Debentures |
03/05/2026 |
Six-monthly |
IPCA + 6.89% p.a. |
Investments |
(27,954) |
506,000 |
08/01/2041 |
|
BNDES |
03/27/2026 |
Monthly |
Fixed rate (7.89% p.a.) |
Investments |
— |
107,690 |
09/16/2041 |
|
BNDES |
03/27/2026 |
Monthly |
Fixed rate (9.00% p.a.) |
Investments |
(449) |
13,310 |
09/16/2041 |
| 19 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The condensed interim individual and consolidated financial statements, contained in the Interim Financial Reporting, have been prepared and are being presented in accordance with Technical Pronouncement CPC 21 (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 Interim Financial Reporting.
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, 2025 (“annual financial statements”). They do not include all the information required for a complete set of financial statements prepared in accordance with accounting practices adopted in Brazil and 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 (International Financial Reporting Standards) do not require the presentation of this statement; therefore, it is presented as supplementary information to the individual and consolidated interim financial statements.
These individual and consolidated condensed interim financial statements have been prepared using the same basis of preparation and accounting policies adopted in the preparation of the financial statements for the year ended December 31, 2025. All balances have been rounded to the nearest thousand, except where otherwise indicated.
The relevant information specific to the condensed interim financial statements, and only that information, is disclosed and corresponds to the information used by management in managing the Company.
These condensed interim financial statements were authorized for issue by the Board of Directors on May 14, 2026.
The Company restated certain items in the Statement of Added Value (DVA) for the period ended March 31, 2025, in compliance with CVM Resolution 199/2024, to ensure comparability with the 2025 fiscal year. The adjustments resulted in the following reclassifications:
| (i) | Correction of amounts previously presented in “Inputs purchased from third parties” and in “Net sales” to the line items “Capitalization of assets constructed for own use,” "Other income, net," “Personnel and payroll charges,” “Taxes, fees and contributions,” and “Financial expenses and rent.” | |
| (ii) | Change in the accounting policy for assets constructed for own use to recognize in the DVA, as revenue, the construction of new assets and the structural expansion of existing assets that result in capacity expansion. |
| 20 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
These adjustments did not have a material impact on the ratios in the separate and consolidated financial statements.
|
|
|
Consolidated |
||||
|
|
|
Period of three months ended March, 31 |
||||
|
|
|
2025 (Reported) |
|
Restatement |
|
2025 Restated |
|
Revenue |
|
|
|
|
|
|
|
Net sales of products and services. |
|
10,946,098 |
|
(304,129) |
|
10,641,969 |
|
Construction revenue assets for own use. |
|
— |
|
1,284,183 |
|
1,284,183 |
|
Other operating income, net |
|
639,449 |
|
— |
|
639,449 |
|
Impairment loss on accounts receivable |
|
(11,110) |
|
— |
|
(11,110) |
|
|
|
11,574,437 |
|
980,054 |
|
12,554,491 |
|
Inputs purchased from third parties |
|
|
|
|
|
|
|
Cost of goods sold and services provided |
|
6,015,910 |
|
470,084 |
|
6,485,994 |
|
Materials, energy, third-party services and other |
|
484,732 |
|
239,496 |
|
724,228 |
|
|
|
6,786,250 |
|
709,580 |
|
7,495,830 |
|
Gross value added |
|
4,788,187 |
|
270,474 |
|
5,058,661 |
|
Retention |
|
|
|
|
|
|
|
Depreciation and amortization |
|
967,894 |
|
— |
|
967,894 |
|
Net Value Added Produced |
|
3,820,293 |
|
270,474 |
|
4,090,767 |
|
Value Added Received by Transfer |
|
|
|
|
|
|
|
Interest in earnings of subsidiaries and associates |
|
19,049 |
|
— |
|
19,049 |
|
Interest in losses of joint ventures |
|
(1,139,047) |
|
— |
|
(1,139,047) |
|
Finance income |
|
2,831,865 |
|
— |
|
2,831,865 |
|
|
|
1,711,867 |
|
— |
|
1,711,867 |
|
Value added to be distributed |
|
5,532,160 |
|
270,474 |
|
5,802,634 |
|
Distribution of value added |
|
5,532,160 |
|
270,474 |
|
5,802,634 |
|
Personnel and payroll charges |
|
679,116 |
|
166,172 |
|
845,288 |
|
Direct remuneration |
|
577,358 |
|
160,833 |
|
738,191 |
|
Benefits |
|
72,222 |
|
5,339 |
|
77,561 |
|
Government severance indemnity fund for employees and other |
|
29,536 |
|
— |
|
29,536 |
|
Taxes, fees and contributions |
|
2,130,166 |
|
6,927 |
|
2,137,093 |
|
Federal |
|
1,411,485 |
|
— |
|
1,411,485 |
|
State |
|
683,991 |
|
— |
|
683,991 |
|
Municipal |
|
34,690 |
|
6,927 |
|
41,617 |
|
Financial expenses and rents. |
|
4,658,276 |
|
97,375 |
|
4,755,651 |
|
Interest and foreign exchange variation |
|
4,275,125 |
|
91,887 |
|
4,367,012 |
|
Rents |
|
19,533 |
|
5,488 |
|
25,021 |
|
Other |
|
363,618 |
|
— |
|
363,618 |
|
Remuneration of equity capital |
|
(1,935,398) |
|
— |
|
(1,935,398) |
|
Non-controlling interests |
|
(147,503) |
|
— |
|
(147,503) |
|
Result of the period |
|
(1,787,895) |
|
— |
|
(1,787,895) |
| 21 |
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) | Compass: core activities include (i) distribution of piped natural gas in Brazil, serving customers in the industrial, residential, commercial, automotive, thermoelectric generation, and cogeneration segments; (ii) natural gas marketing; (iii) development of infrastructure projects; (iv) production, handling, and commercialization of biomethane; and (v) construction, operation, and maintenance of liquefied natural gas regasification and transfer facilities. | |
| 2) | Moove: engages in the production, formulation, and distribution of high-performance lubricants, base oils, and specialties, headquartered in Brazil with operations in 10 countries across South America, North America, and Europe. It distributes and sells products under the Mobil brand and various proprietary brands to different end markets, including industrial, commercial, and passenger and commercial vehicle segments. | |
| 3) | Rumo: provides logistics services for rail transportation, storage, and port loading of commodities—primarily grains and sugar—locomotive and railcar leasing and other rail equipment, and container operations. | |
| 4) | Radar: a leader in agricultural property management, Radar invests in a diversified portfolio with high appreciation potential through holdings in Radar, Tellus, and Janus companies. | |
| 5) | Cosan Corporate: represents Cosan's corporate structure, comprising (i) senior management and corporate teams that incur general and administrative expenses and other operating expenses (income), including pre-operational investments; (ii) equity method results from investments; and (iii) financial results attributable to cash and debt of the parent company, intermediate holdings (Cosan Nove and Cosan Dez), offshore finance companies, and investment in the Climate Tech Fund, a venture capital fund managed by Fifth Wall specializing in technological innovation. |
As of March 31, 2026, the Company ceased presenting segment information related to its investee Raízen. This decision reflects the fact that: (i) the carrying amount of the investment has been fully reduced to zero; (ii) equity-accounted results are no longer recognized; and (iii) the investee is no longer expected to have a prospective impact on the Company’s equity. Under these circumstances, Management concluded that separate disclosure of this investment is no longer material to the financial statements as a whole, in accordance with the materiality principles set out in CPC 26 (R1) – Presentation of Financial Statements and CPC 21 (R1) – Interim Financial Reporting, which require judgment based on the relevance of information to users. Accordingly, the Company revised its segment reporting presentation for the three-month period ended March 31, 2026, and retrospectively restated the comparative information for the corresponding prior-year period ended March 31, 2025. This change did not affect the previously reported totals, as the investee had already been fully eliminated in the consolidated financial statements, given its classification as a joint venture.
| 22 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended March 31, 2026 |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
3,163,641 |
|
2,456,526 |
|
3,282,303 |
|
127,622 |
|
28 |
|
(1,320) |
|
9,028,800 |
|
Cost of sales |
(2,305,909) |
|
(1,815,966) |
|
(1,832,464) |
|
— |
|
— |
|
1,320 |
|
(5,953,019) |
|
Gross profit |
857,732 |
|
640,560 |
|
1,449,839 |
|
127,622 |
|
28 |
|
— |
|
3,075,781 |
|
Selling expenses |
(42,109) |
|
(390,257) |
|
(11,448) |
|
— |
|
— |
|
— |
|
(443,814) |
|
General and administrative expenses |
(192,897) |
|
(120,478) |
|
(165,303) |
|
(22,533) |
|
(46,200) |
|
— |
|
(547,411) |
|
Other operating income (expenses), net |
323,531 |
|
6,630 |
|
(57,806) |
|
(2,024) |
|
(35,382) |
|
— |
|
234,949 |
|
Impairment |
— |
|
— |
|
(168,104) |
|
— |
|
— |
|
— |
|
(168,104) |
|
Interest in earnings (losses) of subsidiaries and associates |
32,000 |
|
— |
|
16,687 |
|
— |
|
421,056 |
|
(421,067) |
|
48,676 |
|
Interest in losses of joint ventures |
— |
|
— |
|
(3,341) |
|
— |
|
(1,022) |
|
— |
|
(4,363) |
|
Finance results net |
(424,627) |
|
(13,427) |
|
(845,839) |
|
9,221 |
|
(1,088,237) |
|
— |
|
(2,362,909) |
|
Finance expense |
(611,466) |
|
(56,451) |
|
(997,612) |
|
(3,462) |
|
(1,179,183) |
|
— |
|
(2,848,174) |
|
Finance income |
234,756 |
|
43,501 |
|
387,665 |
|
12,683 |
|
338,071 |
|
— |
|
1,016,676 |
|
Net Foreign exchange variation |
46,386 |
|
87,919 |
|
291,625 |
|
— |
|
276,588 |
|
— |
|
702,518 |
|
Net loss on derivatives |
(94,303) |
|
(88,396) |
|
(527,517) |
|
— |
|
(523,713) |
|
— |
|
(1,233,929) |
|
Income tax |
(171,378) |
|
(38,074) |
|
(116,960) |
|
(17,801) |
|
(833,571) |
|
— |
|
(1,177,784) |
|
Net profit (loss) for the period |
382,252 |
|
84,954 |
|
97,725 |
|
94,485 |
|
(1,583,328) |
|
(421,067) |
|
(1,344,979) |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
304,284 |
|
59,475 |
|
28,268 |
|
29,040 |
|
(1,583,350) |
|
(421,067) |
|
(1,583,350) |
|
Non-controlling interests |
77,968 |
|
25,479 |
|
69,457 |
|
65,445 |
|
22 |
|
— |
|
238,371 |
|
|
382,252 |
|
84,954 |
|
97,725 |
|
94,485 |
|
(1,583,328) |
|
(421,067) |
|
(1,344,979) |
|
Other selected information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
350,667 |
|
99,155 |
|
516,093 |
|
68 |
|
5,413 |
|
— |
|
971,396 |
|
EBITDA |
1,328,924 |
|
235,610 |
|
1,576,617 |
|
103,133 |
|
343,893 |
|
(421,067) |
|
3,167,110 |
|
Additions to PP&E, intangible assets and contract assets |
493,065 |
|
26,924 |
|
1,773,722 |
|
681 |
|
3,453 |
|
— |
|
2,297,845 |
|
EBITDA reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
382,252 |
|
84,954 |
|
97,725 |
|
94,485 |
|
(1,583,328) |
|
(421,067) |
|
(1,344,979) |
|
Income taxes |
171,378 |
|
38,074 |
|
116,960 |
|
17,801 |
|
833,571 |
|
— |
|
1,177,784 |
|
Finance results net |
424,627 |
|
13,427 |
|
845,839 |
|
(9,221) |
|
1,088,237 |
|
— |
|
2,362,909 |
|
Depreciation and amortization |
350,667 |
|
99,155 |
|
516,093 |
|
68 |
|
5,413 |
|
— |
|
971,396 |
|
EBITDA |
1,328,924 |
|
235,610 |
|
1,576,617 |
|
103,133 |
|
343,893 |
|
(421,067) |
|
3,167,110 |
| 23 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended March 31, 2025 (Restated) |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
4,209,600 |
|
2,341,582 |
|
2,966,750 |
|
152,078 |
|
48 |
|
(7,457) |
|
9,662,601 |
|
Cost of sales |
(3,395,697) |
|
(1,710,940) |
|
(1,683,563) |
|
(9,162) |
|
— |
|
7,457 |
|
(6,791,905) |
|
Gross profit |
813,903 |
|
630,642 |
|
1,283,187 |
|
142,916 |
|
48 |
|
— |
|
2,870,696 |
|
Selling expenses |
(53,956) |
|
(371,841) |
|
(14,259) |
|
— |
|
— |
|
— |
|
(440,056) |
|
General and administrative expenses |
(181,465) |
|
(123,242) |
|
(149,241) |
|
(21,875) |
|
(59,209) |
|
— |
|
(535,032) |
|
Other operating income (expenses), net |
384,044 |
|
(68) |
|
(317,442) |
|
(1,867) |
|
173,856 |
|
— |
|
238,522 |
|
Interest in earnings (losses) of subsidiaries and associates |
25,204 |
|
— |
|
(6,151) |
|
21,618 |
|
369,663 |
|
(391,285) |
|
19,049 |
|
Interest in losses of joint ventures |
— |
|
— |
|
(3,290) |
|
— |
|
(1,135,757) |
|
|
|
(1,139,047) |
|
Finance results net |
(370,481) |
|
(58,152) |
|
(767,659) |
|
14,022 |
|
(720,725) |
|
— |
|
(1,902,995) |
|
Finance expense |
(563,042) |
|
(93,932) |
|
(928,059) |
|
(671) |
|
(1,127,938) |
|
— |
|
(2,713,642) |
|
Finance income |
204,674 |
|
36,616 |
|
313,563 |
|
14,693 |
|
468,355 |
|
— |
|
1,037,901 |
|
Foreign exchange, net |
161,376 |
|
69,913 |
|
460,718 |
|
— |
|
1,101,957 |
|
— |
|
1,793,964 |
|
Net loss on derivatives |
(173,489) |
|
(70,749) |
|
(613,881) |
|
— |
|
(1,163,099) |
|
— |
|
(2,021,218) |
|
Income tax |
(196,797) |
|
(47,303) |
|
(122,322) |
|
(20,626) |
|
(659,487) |
|
— |
|
(1,046,535) |
|
Net income for the period |
420,452 |
|
30,036 |
|
(97,177) |
|
134,188 |
|
(2,031,611) |
|
(391,285) |
|
(1,935,398) |
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
346,486 |
|
21,028 |
|
(30,362) |
|
54,134 |
|
(1,787,895) |
|
(391,285) |
|
(1,787,895) |
|
Non-controlling interests |
73,966 |
|
9,008 |
|
(66,815) |
|
80,054 |
|
(243,716) |
|
— |
|
(147,503) |
|
|
420,452 |
|
30,036 |
|
(97,177) |
|
134,188 |
|
(2,031,611) |
|
(391,285) |
|
(1,935,398) |
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
309,313 |
|
97,008 |
|
556,776 |
|
68 |
|
4,729 |
|
— |
|
967,894 |
|
EBITDA |
1,297,043 |
|
232,499 |
|
1,349,580 |
|
140,860 |
|
(646,670) |
|
(391,285) |
|
1,982,026 |
|
Additions to PP&E, intangible assets and contract assets |
465,701 |
|
45,682 |
|
1,764,569 |
|
5,159 |
|
3,798 |
|
— |
|
2,284,909 |
|
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period net |
420,452 |
|
30,036 |
|
(97,177) |
|
134,188 |
|
(2,031,611) |
|
(391,285) |
|
(1,935,398) |
|
Income tax |
196,797 |
|
47,303 |
|
122,322 |
|
20,626 |
|
659,487 |
|
— |
|
1,046,535 |
|
Finance results net |
370,481 |
|
58,152 |
|
767,659 |
|
(14,022) |
|
720,725 |
|
— |
|
1,902,995 |
|
Depreciation and amortization |
309,313 |
|
97,008 |
|
556,776 |
|
68 |
|
4,729 |
|
— |
|
967,894 |
|
EBITDA |
1,297,043 |
|
232,499 |
|
1,349,580 |
|
140,860 |
|
(646,670) |
|
(391,285) |
|
1,982,026 |
| 24 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
March 31, 2026 |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
4,385,936 |
|
1,231,771 |
|
5,424,355 |
|
30,498 |
|
6,391,417 |
|
— |
|
17,463,977 |
|
Marketable securities |
1,582,950 |
|
386,733 |
|
369,276 |
|
276,945 |
|
1,323,011 |
|
— |
|
3,938,915 |
|
Trade receivables |
1,809,207 |
|
1,312,541 |
|
828,798 |
|
357,921 |
|
— |
|
— |
|
4,308,467 |
|
Derivative financial instruments |
343,167 |
|
— |
|
1,842,100 |
|
— |
|
17,706 |
|
— |
|
2,202,973 |
|
Inventories |
247,204 |
|
1,397,091 |
|
259,189 |
|
— |
|
— |
|
— |
|
1,903,484 |
|
Sectorial financial assets |
823,024 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
823,024 |
|
Other financial assets |
— |
|
344 |
|
— |
|
— |
|
— |
|
— |
|
344 |
|
Other current assets |
687,804 |
|
301,776 |
|
1,343,745 |
|
29,608 |
|
2,064,377 |
|
(523,155) |
|
3,904,155 |
|
Other non-current assets |
1,975,746 |
|
336,305 |
|
3,918,550 |
|
56,879 |
|
1,132,315 |
|
(160,521) |
|
7,259,274 |
|
Investment in subsidiaries and associates |
1,331,529 |
|
— |
|
371,060 |
|
— |
|
16,479,821 |
|
(16,471,004) |
|
1,711,406 |
|
Investment in joint ventures |
— |
|
— |
|
45,504 |
|
— |
|
11,393 |
|
— |
|
56,897 |
|
Investment property |
— |
|
— |
|
— |
|
18,222,462 |
|
— |
|
— |
|
18,222,462 |
|
Contract assets |
995,105 |
|
2,446 |
|
— |
|
— |
|
— |
|
— |
|
997,551 |
|
Right-of-use assets |
1,596,473 |
|
275,813 |
|
7,764,656 |
|
2,721 |
|
10,922 |
|
— |
|
9,650,585 |
|
Property, plant and equipment |
1,925,581 |
|
825,546 |
|
25,155,357 |
|
10 |
|
43,371 |
|
— |
|
27,949,865 |
|
Intangible assets |
17,346,769 |
|
2,844,571 |
|
6,393,058 |
|
— |
|
11,029 |
|
— |
|
26,595,427 |
|
Loans, borrowings and debentures |
(17,169,674) |
|
(3,308,733) |
|
(22,890,823) |
|
— |
|
(15,132,389) |
|
— |
|
(58,501,619) |
|
Derivatives financial instruments - Liabilities |
(248,244) |
|
(89,741) |
|
(1,931,253) |
|
— |
|
(75,736) |
|
— |
|
(2,344,974) |
|
Trade payables |
(1,071,501) |
|
(1,754,817) |
|
(983,006) |
|
(20,065) |
|
(2,087) |
|
— |
|
(3,831,476) |
|
Employee benefits payables |
(160,782) |
|
(92,564) |
|
(275,445) |
|
— |
|
(17,073) |
|
— |
|
(545,864) |
|
Sectorial financial liabilities |
(2,311,239) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,311,239) |
|
Other current liabilities |
(1,109,898) |
|
(331,729) |
|
(1,642,093) |
|
(150,787) |
|
(639,530) |
|
523,146 |
|
(3,350,891) |
|
Leases |
(1,889,248) |
|
(291,527) |
|
(4,175,272) |
|
(2,995) |
|
(15,968) |
|
— |
|
(6,375,010) |
|
Put option liability on subsidiary shares |
— |
|
— |
|
— |
|
— |
|
(3,994,832) |
|
— |
|
(3,994,832) |
|
Liability from financing secured by shares |
— |
|
— |
|
— |
|
— |
|
(2,909,136) |
|
— |
|
(2,909,136) |
|
Other non-current liabilities |
(3,216,096) |
|
(626,988) |
|
(7,715,166) |
|
(832,192) |
|
(1,203,889) |
|
160,536 |
|
(13,433,795) |
|
Total assets (net of liabilities) allocated by segment |
7,873,813 |
|
2,418,838 |
|
14,102,590 |
|
17,971,005 |
|
3,494,722 |
|
(16,470,998) |
|
29,389,970 |
|
Total Asset |
35,050,495 |
|
8,914,937 |
|
53,715,648 |
|
18,977,044 |
|
27,485,362 |
|
(17,154,680) |
|
126,988,806 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling shareholders |
5,039,813 |
|
1,695,792 |
|
4,211,911 |
|
5,523,482 |
|
3,493,749 |
|
(16,470,998) |
|
3,493,749 |
|
Non-controlling interests |
2,834,000 |
|
723,046 |
|
9,890,679 |
|
12,447,523 |
|
973 |
|
— |
|
25,896,221 |
|
Total shareholders' equity |
7,873,813 |
|
2,418,838 |
|
14,102,590 |
|
17,971,005 |
|
3,494,722 |
|
(16,470,998) |
|
29,389,970 |
| 25 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
December 31, 2025 (Restated) |
||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||
|
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Eliminations between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
3,430,108 |
|
1,246,014 |
|
7,018,132 |
|
19,614 |
|
15,529,815 |
|
— |
|
27,243,683 |
|
Marketable securities |
1,471,735 |
|
526,815 |
|
416,287 |
|
143,605 |
|
434,151 |
|
— |
|
2,992,593 |
|
Trade receivables |
1,541,952 |
|
1,071,055 |
|
667,292 |
|
388,864 |
|
— |
|
— |
|
3,669,163 |
|
Derivative financial instruments |
218,195 |
|
37,689 |
|
1,804,841 |
|
— |
|
206,383 |
|
— |
|
2,267,108 |
|
Inventories |
209,199 |
|
1,496,570 |
|
263,489 |
|
— |
|
— |
|
— |
|
1,969,258 |
|
Sectorial financial assets |
728,954 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
728,954 |
|
Other financial assets |
4,823 |
|
980 |
|
— |
|
2 |
|
— |
|
— |
|
5,805 |
|
Other current assets |
703,324 |
|
715,511 |
|
1,204,266 |
|
33,085 |
|
1,956,812 |
|
(496,920) |
|
4,116,078 |
|
Other non-current assets |
1,896,910 |
|
262,010 |
|
3,800,660 |
|
53,257 |
|
1,943,783 |
|
(45,082) |
|
7,911,538 |
|
Investment in subsidiaries and associates |
1,315,190 |
|
— |
|
396,810 |
|
— |
|
16,077,939 |
|
(16,068,631) |
|
1,721,308 |
|
Investment in joint ventures |
— |
|
— |
|
48,847 |
|
— |
|
11,509 |
|
— |
|
60,356 |
|
Investment property |
— |
|
— |
|
— |
|
18,221,781 |
|
— |
|
— |
|
18,221,781 |
|
Contract assets |
1,041,771 |
|
2,842 |
|
— |
|
— |
|
— |
|
— |
|
1,044,613 |
|
Right-of-use assets |
1,555,212 |
|
300,064 |
|
7,792,217 |
|
2,787 |
|
12,649 |
|
— |
|
9,662,929 |
|
Property, plant and equipment |
1,942,618 |
|
861,572 |
|
23,948,573 |
|
11 |
|
42,951 |
|
— |
|
26,795,725 |
|
Intangible assets |
17,287,600 |
|
2,985,630 |
|
6,421,681 |
|
— |
|
11,715 |
|
— |
|
26,706,626 |
|
Loans, borrowings and debentures |
(15,320,793) |
|
(4,041,589) |
|
(23,123,837) |
|
— |
|
(21,740,912) |
|
— |
|
(64,227,131) |
|
Derivatives financial instruments - Liabilities |
(266,293) |
|
(39,034) |
|
(1,789,709) |
|
— |
|
(585,633) |
|
— |
|
(2,680,669) |
|
Trade payables |
(1,326,372) |
|
(1,611,538) |
|
(1,138,378) |
|
(20,259) |
|
(955) |
|
— |
|
(4,097,502) |
|
Employee benefits payables |
(254,954) |
|
(134,823) |
|
(361,583) |
|
— |
|
(43,664) |
|
— |
|
(795,024) |
|
Sectorial financial liabilities |
(2,265,261) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,265,261) |
|
Other current liabilities |
(1,323,621) |
|
(368,683) |
|
(1,691,879) |
|
(125,930) |
|
(775,130) |
|
494,830 |
|
(3,790,413) |
|
Leases |
(1,930,232) |
|
(316,221) |
|
(4,145,148) |
|
(3,054) |
|
(18,145) |
|
— |
|
(6,412,800) |
|
Put option liability on subsidiary shares |
— |
|
— |
|
— |
|
— |
|
(3,844,648) |
|
— |
|
(3,844,648) |
|
Liability from financing secured by shares |
— |
|
— |
|
— |
|
— |
|
(2,804,606) |
|
— |
|
(2,804,606) |
|
Other non-current liabilities |
(3,223,563) |
|
(581,184) |
|
(7,484,119) |
|
(839,318) |
|
(1,108,835) |
|
47,187 |
|
(13,189,832) |
|
Total asset (net of liabilities) allocated by segment |
7,436,502 |
|
2,413,680 |
|
14,048,442 |
|
17,874,445 |
|
5,305,179 |
|
(16,068,616) |
|
31,009,632 |
|
Total Asset |
33,347,591 |
|
9,506,752 |
|
53,783,095 |
|
18,863,006 |
|
36,227,707 |
|
(16,610,633) |
|
135,117,518 |
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
4,687,098 |
|
1,692,100 |
|
4,196,013 |
|
5,493,405 |
|
5,304,228 |
|
(16,068,616) |
|
5,304,228 |
|
Non-controlling interests |
2,749,404 |
|
721,580 |
|
9,852,429 |
|
12,381,040 |
|
951 |
|
— |
|
25,705,404 |
|
Total shareholders' equity |
7,436,502 |
|
2,413,680 |
|
14,048,442 |
|
17,874,445 |
|
5,305,179 |
|
(16,068,616) |
|
31,009,632 |
| 26 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Period of three months ended March, 31 |
||
|
|
|
2026 |
|
2025 (Restated) |
|
Reported segments |
|
|
|
|
|
Compass |
|
|
|
|
|
Natural Gas distribution |
|
|
|
|
|
Industrial (i) |
|
1,309,449 |
|
2,469,442 |
|
Residential |
|
556,179 |
|
524,343 |
|
Cogeneration |
|
61,855 |
|
111,346 |
|
Automotive |
|
100,115 |
|
111,236 |
|
Commercial |
|
212,969 |
|
210,759 |
|
Construction revenue |
|
359,198 |
|
304,129 |
|
Other |
|
71,032 |
|
91,381 |
|
|
|
2,670,797 |
|
3,822,636 |
|
Marketing & services |
|
|
|
|
|
Comercialização de gás |
|
492,844 |
|
386,964 |
|
|
|
3,163,641 |
|
4,209,600 |
|
Moove |
|
|
|
|
|
Finished product |
|
2,147,963 |
|
2,045,129 |
|
Base oil |
|
163,207 |
|
141,743 |
|
Services |
|
145,356 |
|
154,710 |
|
|
|
2,456,526 |
|
2,341,582 |
|
Rumo |
|
|
|
|
|
Northern operations |
|
2,671,654 |
|
2,387,684 |
|
Southern operations |
|
411,433 |
|
406,410 |
|
Container operations |
|
199,216 |
|
172,656 |
|
|
|
3,282,303 |
|
2,966,750 |
|
Radar |
|
|
|
|
|
Lease and sale of property |
|
127,622 |
|
152,078 |
|
Cosan Corporate |
|
|
|
|
|
Services |
|
28 |
|
48 |
|
Total |
|
9,030,120 |
|
9,670,058 |
|
Reconciliation |
|
|
|
|
|
Adjustments and eliminations |
|
(1,320) |
|
(7,457) |
|
Total |
|
9,028,800 |
|
9,662,601 |
| (i) | The variation is attributable to customers that migrated to the free market contracting environment during 2025 and 2026. |
| 27 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Period of three months ended March 31, |
||
|
|
2026 |
|
2025 |
|
|
Net revenue |
||
|
Brazil |
7,560,607 |
|
8,166,677 |
|
Europe (i) |
860,889 |
|
818,667 |
|
Latin America (ii) |
97,493 |
|
96,411 |
|
United States of America |
504,312 |
|
567,488 |
|
Asia and other (iii) |
5,499 |
|
13,358 |
|
Total |
9,028,800 |
|
9,662,601 |
| (i) | England, France, Spain and Portugal; |
| (ii) | Argentina, Bolivia, Uruguay and Paraguay; and |
| (iii) | Singapore, United Arab Emirates and Oceania. |
| 28 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Financial assets and liabilities are presented according to the classifications shown below:
|
|
|
|
Parent Company |
Consolidated |
||||||
|
|
Note |
|
March 31, 2026 |
December 31, 2025 |
March 31, 2026 |
December 31, 2025 |
||||
|
Assets |
|
|
|
|
|
|
||||
|
Fair value through profit or loss |
|
|
|
|
|
|
||||
|
Cash and cash equivalents |
5.1 |
|
1,472,136 |
22,047 |
4,337,940 |
2,525,668 |
||||
|
Marketable securities |
|
|
1,236,948 |
330,388 |
3,938,915 |
2,992,593 |
||||
|
Derivative financial instruments |
5.3 |
|
17,706 |
206,384 |
2,202,973 |
2,267,108 |
||||
|
Other financial assets |
|
|
— |
— |
344 |
5,805 |
||||
|
|
|
|
2,726,790 |
558,819 |
10,480,172 |
7,791,174 |
||||
|
Amortized cost |
|
|
|
|
|
|
||||
|
Cash and cash equivalents |
5.1 |
|
4,744,484 |
15,361,258 |
13,126,037 |
24,718,015 |
||||
|
Trade receivables |
|
|
— |
— |
4,308,467 |
3,669,163 |
||||
|
Restricted cash |
|
|
34 |
186 |
232,484 |
228,768 |
||||
|
Receivables from related parties |
5.4 |
|
241,953 |
220,312 |
222,702 |
219,897 |
||||
|
Sectorial financial assets |
|
|
— |
— |
823,024 |
728,954 |
||||
|
Judicial deposits |
9 |
|
352,781 |
351,904 |
1,081,122 |
1,072,982 |
||||
|
Dividends and interest on equity receivable |
10 |
|
86,320 |
87,224 |
85,759 |
35,410 |
||||
|
Indemnifiable financial asset |
|
|
— |
— |
670,850 |
557,475 |
||||
|
|
|
|
5,425,572 |
16,020,884 |
20,550,445 |
31,230,664 |
||||
|
Total |
|
|
8,152,362 |
16,579,703 |
31,030,617 |
39,021,838 |
||||
|
Liabilities |
|
|
|
|
|
|
||||
|
Amortized cost |
|
|
|
|
|
|
||||
|
Loans, borrowings and debentures |
|
|
(12,489,796) |
(16,388,391) |
(27,536,023) |
(32,945,289) |
||||
|
Trade payables |
5.5 |
|
(2,020) |
(870) |
(3,831,476) |
(4,097,502) |
||||
|
Consideration payable |
|
|
— |
— |
(150,914) |
(195,057) |
||||
|
Other financial liabilities |
|
|
— |
— |
(842,052) |
(1,096,884) |
||||
|
Leases |
|
|
(15,968) |
(18,145) |
(6,375,010) |
(6,412,800) |
||||
|
Railroad concession payable |
|
|
— |
— |
(4,124,878) |
(3,988,245) |
||||
|
Related parties payables |
5.4 |
|
(3,510,906) |
(5,631,481) |
(338,931) |
(322,082) |
||||
|
Obligation to repurchase shares in subsidiaries |
5.8 |
|
(3,994,832) |
(3,844,648) |
(3,994,832) |
(3,844,648) |
||||
|
Liabilities arising from financing secured by shares |
|
|
(2,909,136) |
(2,804,606) |
(2,909,136) |
(2,804,606) |
||||
|
Dividends payable |
|
|
— |
— |
(231,804) |
(226,484) |
||||
|
Sectorial financial liabilities |
|
|
— |
— |
(2,311,239) |
(2,265,261) |
||||
|
Installment of tax debts |
|
|
(149,318) |
(145,173) |
(161,827) |
(161,182) |
||||
|
|
|
|
(23,071,976) |
(28,833,314) |
(52,808,122) |
(58,360,040) |
||||
|
Fair value through profit or loss |
|
|
|
|
|
|
||||
|
Loans, borrowings and debentures |
|
|
— |
— |
(30,965,596) |
(31,281,843) |
||||
|
Derivative financial instruments |
5.3 |
|
(75,735) |
(585,633) |
(2,344,974) |
(2,680,669) |
||||
|
Other accounts payable |
|
|
— |
— |
(11,854) |
(11,854) |
||||
|
|
|
|
(75,735) |
(585,633) |
(33,322,424) |
(33,974,366) |
||||
|
Total |
|
|
(23,147,711) |
(29,418,947) |
(86,130,546) |
(92,334,406) |
||||
| 29 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Cash and bank accounts |
835 |
|
269,333 |
|
293,697 |
|
412,340 |
|
Savings account |
27,876 |
|
36,083 |
|
776,017 |
|
986,011 |
|
Financial investments |
6,187,909 |
|
15,077,889 |
|
16,394,263 |
|
25,845,332 |
|
Total |
6,216,620 |
|
15,383,305 |
|
17,463,977 |
|
27,243,683 |
Financial investments are structured as follows:
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Applications in investment funds |
|
|
|
|
|
|
|
|
Repurchase agreements |
1,317,630 |
|
7,687 |
|
2,713,332 |
|
410,172 |
|
Certificate of bank deposits – CDB |
154,506 |
|
14,360 |
|
652,812 |
|
964,949 |
|
Other investments |
— |
|
— |
|
971,796 |
|
1,150,547 |
|
|
1,472,136 |
|
22,047 |
|
4,337,940 |
|
2,525,668 |
|
Applications in banks |
|
|
|
|
|
|
|
|
Repurchase agreements |
— |
|
— |
|
96,355 |
|
127,577 |
|
Certificate of bank deposits – CDB |
4,715,773 |
|
15,055,842 |
|
11,959,968 |
|
23,192,087 |
|
|
4,715,773 |
|
15,055,842 |
|
12,056,323 |
|
23,319,664 |
|
Total |
6,187,909 |
|
15,077,889 |
|
16,394,263 |
|
25,845,332 |
a) Composition
|
|
|
Financial charges |
Parent Company |
||||||
|
Description |
|
Average debt Index |
|
Average annual interest rate |
|
March 31, 2026 |
|
December 31, 2025 |
|
|
Debentures |
|
CDI + 1.25% |
|
16.09% |
|
11,006,542 |
|
11,548,920 |
|
|
Debentures |
|
IPCA + 5.75% |
|
9.95% |
|
453,188 |
|
452,845 |
|
|
Debentures |
|
Fixed rate |
|
7.52% |
|
— |
|
3,358,005 |
|
|
Commercial bank notes |
|
CDI + 1.77% |
|
16.68% |
|
1,030,066 |
|
1,028,621 |
|
|
Total |
|
|
|
|
|
12,489,796 |
|
16,388,391 |
|
|
Current |
|
|
|
|
|
483,211 |
|
481,367 |
|
|
Non-current |
|
|
|
|
|
12,006,585 |
|
15,907,024 |
|
| 30 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Financial charges |
|
Consolidated |
|
||||
|
Description |
|
Average debt Index |
|
Average annual interest rate |
|
March 31, 2026 |
|
December 31, 2025 |
|
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 1.25% |
|
16.09% |
|
11,006,542 |
|
11,548,920 |
|
|
Debentures |
|
IPCA + 5.75% |
|
9.95% |
|
453,188 |
|
452,845 |
|
|
Commercial bank notes |
|
CDI + 1.77% |
|
16.68% |
|
1,030,066 |
|
1,028,621 |
|
|
Perpetual Notes |
|
Fixed rate |
|
8.25% |
|
2,642,593 |
|
2,785,877 |
|
|
Senior Notes |
|
Fixed rate |
|
6.48% |
|
— |
|
5,924,649 |
|
|
|
|
|
|
|
|
15,132,389 |
|
21,740,912 |
|
|
Compass |
|
|
|
|
|
|
|
|
|
|
BNDES |
|
IPCA + 4.70% |
|
8.85% |
|
2,753,655 |
|
2,794,449 |
|
|
BNDES |
|
Fixed rate |
|
7.93% |
|
341,104 |
|
216,351 |
|
|
Loan 4.131 |
|
VC + 4.04% |
|
4.04% |
|
791,281 |
|
828,619 |
|
|
Loan 4.131 |
|
CDI + 0.78% |
|
15.80% |
|
— |
|
392,139 |
|
|
Commercial bank notes |
|
CDI + 1.20% |
|
16.28% |
|
— |
|
54,680 |
|
|
Debentures |
|
CDI + 0.70% |
|
15.46% |
|
7,341,070 |
|
5,551,081 |
|
|
Debentures - (Law 12.431) |
|
IPCA + 6.45% |
|
10.32% |
|
5,556,471 |
|
5,102,678 |
|
|
Debentures |
|
IGPM + 6.10% |
|
6.10% |
|
386,094 |
|
380,797 |
|
|
|
|
|
|
|
|
17,169,675 |
|
15,320,794 |
|
|
Moove |
|
|
|
|
|
|
|
|
|
|
Loan 4.131 |
|
CDI + 0.50% |
|
14.89% |
|
— |
|
571,160 |
|
|
Acquisition Finance |
|
SOFR + 1.50% |
|
5.66% |
|
2,000,324 |
|
2,104,141 |
|
|
Working capital |
|
SONIA + 1.30% |
|
5.40% |
|
241,328 |
|
259,908 |
|
|
Export Credit Note |
|
SOFR + 1.30% |
|
4.95% |
|
273,717 |
|
282,516 |
|
|
Export Credit Note |
|
Fixed rate |
|
4.52% |
|
263,684 |
|
274,252 |
|
|
Export Prepayment |
|
SOFR + 1.40% |
|
5.04% |
|
529,680 |
|
549,611 |
|
|
|
|
|
|
|
|
3,308,733 |
|
4,041,588 |
|
|
Rumo |
|
|
|
|
|
|
|
|
|
|
ACF |
|
IPCA + 6.48% |
|
10.71% |
|
509,593 |
|
494,225 |
|
|
BNDES (Finem) |
|
URTJLP + 2.07% |
|
11.32% |
|
1,346,634 |
|
1,428,087 |
|
|
BNDES (Finem) |
|
IPCA |
|
4.12% |
|
25,754 |
|
27,050 |
|
|
BNDES (Finem) |
|
TR |
|
1.21% |
|
25,512 |
|
27,005 |
|
|
CCB (Bank Credit Certificate) |
|
IPCA + 0.94% |
|
4.94% |
|
814,772 |
|
814,423 |
|
|
Debentures |
|
CDI + 0.70% |
|
15.70% |
|
251,498 |
|
261,172 |
|
|
Debentures (Law 12.431) |
|
IPCA + 5.71% |
|
9.91% |
|
15,132,762 |
|
14,906,454 |
|
|
Export Credit Agency ("ECA") |
|
Euribor + 0,58% |
|
2.69% |
|
8,920 |
|
19,543 |
|
|
Senior Notes |
|
Fixed rate |
|
4.73% |
|
4,775,377 |
|
5,145,878 |
|
|
|
|
|
|
|
|
22,890,822 |
|
23,123,837 |
|
|
Total |
|
|
|
|
|
58,501,619 |
|
64,227,131 |
|
|
Current |
|
|
|
|
|
3,705,268 |
|
3,918,720 |
|
|
Non-current |
|
|
|
|
|
54,796,351 |
|
60,308,411 |
|
| 31 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Movement
|
|
|
Parent Company |
|
Consolidated |
|
Balance as at January 1, 2025 |
|
16,388,391 |
|
64,227,131 |
|
Proceeds |
|
— |
|
2,686,736 |
|
Repayment of principal |
|
(3,757,584) |
|
(7,752,385) |
|
Payment of interest |
|
(553,805) |
|
(1,627,737) |
|
Interest on work in progress |
|
— |
|
(28,965) |
|
Interest, exchange rate and fair value |
|
412,794 |
|
996,839 |
|
Balance as at December 31, 2025 |
|
12,489,796 |
|
58,501,619 |
c) Offset of assets and liabilities
|
|
Segment |
|
March 31, 2026 |
|
December 31, 2025 |
|
Assets |
|
|
|
|
|
|
Credit Linked Notes |
Rumo |
|
5,274,128 |
|
5,627,660 |
|
TRS |
Cosan Corporate |
|
— |
|
3,359,856 |
|
Total |
|
|
5,274,128 |
|
8,987,516 |
|
Liabilities |
|
|
|
|
|
|
NCEs |
Rumo |
|
(5,274,128) |
|
(5,627,660) |
|
Debentures (i) |
Cosan Corporate |
|
— |
|
(3,359,856) |
|
Total |
|
|
(5,274,128) |
|
(8,987,516) |
|
Net Balance |
|
|
— |
|
— |
| (i) | The debenture balance was settled in January 2026 (Note 2.2.1). |
| 32 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
d) Covenants
The Company and its subsidiaries are subject to compliance with various restrictive clauses, both financial and non-financial, established in loan and financing agreements.
As of March 31, 2026, the Company and its subsidiaries were in compliance with all restrictive clauses, both financial and non-financial, stipulated in the aforementioned contracts. Furthermore, some of these debt instruments include cross-default clauses.
The Company utilizes derivative instruments, notably swaps, whose fair value is determined based on discounted Cash flows using observable market curves, to manage exposures to foreign exchange, interest rate, and inflation risks. Derivatives are classified according to their economic purpose and hedge accounting qualification.
|
|
Parent Company |
|
Consolidated |
||||||||||||
|
|
Notional |
|
Fair value |
|
Notional |
|
Fair value |
||||||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Exchange rate derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward agreements |
— |
|
942,987 |
|
— |
|
— |
|
(303,704) |
|
(3,082) |
|
(68) |
|
(3,498) |
|
FX option agreements |
— |
|
— |
|
— |
|
— |
|
246,000 |
|
328,500 |
|
8,204 |
|
4,739 |
|
|
— |
|
942,987 |
|
— |
|
— |
|
(57,704) |
|
325,418 |
|
8,136 |
|
1,241 |
|
Commodity derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward contract - NDF |
— |
|
— |
|
— |
|
— |
|
8,258 |
|
8,610 |
|
7,088 |
|
(5,808) |
|
|
— |
|
— |
|
— |
|
— |
|
8,258 |
|
8,610 |
|
7,088 |
|
(5,808) |
|
Foreign exchange and interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (interest rate) |
200,000 |
|
350,000 |
|
17,707 |
|
14,965 |
|
200,000 |
|
350,000 |
|
17,707 |
|
14,965 |
|
Swap agreements (interest and FX) |
2,839,750 |
|
8,554,135 |
|
(75,736) |
|
(152,998) |
|
12,768,640 |
|
18,507,533 |
|
(881,268) |
|
(560,354) |
|
Swap agreements (interest and inflation) |
— |
|
— |
|
— |
|
— |
|
23,182,277 |
|
23,329,194 |
|
706,336 |
|
377,611 |
|
|
3,039,750 |
|
8,904,135 |
|
(58,029) |
|
(138,033) |
|
36,150,917 |
|
42,186,727 |
|
(157,225) |
|
(167,778) |
|
Share price risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (TRS) |
— |
|
709,561 |
|
— |
|
(360,530) |
|
— |
|
709,561 |
|
— |
|
(360,530) |
|
Call Spread |
— |
|
5,594,212 |
|
— |
|
119,314 |
|
— |
|
5,594,212 |
|
— |
|
119,314 |
|
|
— |
|
6,303,773 |
|
— |
|
(241,216) |
|
— |
|
6,303,773 |
|
— |
|
(241,216) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of financial instruments |
|
|
|
|
(58,029) |
|
(379,249) |
|
|
|
|
|
(142,001) |
|
(413,561) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
— |
|
72,145 |
|
|
|
|
|
199,881 |
|
310,981 |
|
Non-current assets |
|
|
|
|
17,706 |
|
134,239 |
|
|
|
|
|
2,003,092 |
|
1,956,127 |
|
Current liabilities |
|
|
|
|
(37,460) |
|
(369,813) |
|
|
|
|
|
(1,694,972) |
|
(1,909,404) |
|
Non-current liabilities |
|
|
|
|
(38,275) |
|
(215,820) |
|
|
|
|
|
(650,002) |
|
(771,265) |
|
Total |
|
|
|
|
(58,029) |
|
(379,249) |
|
|
|
|
|
(142,001) |
|
(413,561) |
| 33 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The breakout for debt-related and non-debt derivative financial instruments is presented below:
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Debt Financial Instruments |
(58,029) |
|
(138,034) |
|
(47,787) |
|
(135,554) |
|
Non-debt financial instruments |
— |
|
(241,215) |
|
(94,214) |
|
(278,007) |
|
|
(58,029) |
|
(379,249) |
|
(142,001) |
|
(413,561) |
Derivative financial instruments related to borrowing transactions are used exclusively for economic hedging purposes and do not constitute speculative transactions.
a) Fair value hedge
Through its subsidiaries, the Company applies fair value hedge accounting to certain borrowing transactions. A direct economic relationship exists between the hedged item (fixed-rate loan) and the hedging instrument (interest/currency swap), with alignment across the following dimensions:
• Equivalent notional amount;
• Coincident maturity; and
• Aligned payment schedule.
The Company establishes a hedge ratio close to 1:1, considering the identity of the underlying risk between the derivative and the hedged risk component of the protected item. Hedge effectiveness is assessed using the fair value change comparison method, contrasting changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk.
Principal potential sources of ineffectiveness identified are:
(i) Reduction or modification of the amount or term of the hedged item; and
(ii) Changes in the credit risk of the Company or swap counterparties.
| 34 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Carrying amounts for items designated as hedging instruments were as follows:
|
|
|
|
|
|
|
|
Book value |
|
Accumulated fair value from hedge adjustments |
||||
|
|
Subsidiary |
|
Index |
|
Notional |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2028 |
Rumo |
|
US$ + 5.30% |
|
(2,791,600) |
|
(2,400,717) |
|
(2,575,368) |
|
(227,864) |
|
(230,520) |
|
Senior Notes 2032 |
Rumo |
|
US$ + 4.20% |
|
(2,824,075) |
|
(2,374,661) |
|
(2,570,510) |
|
(219,881) |
|
(193,000) |
|
Total |
|
|
|
|
|
|
(4,775,378) |
|
(5,145,878) |
|
(447,745) |
|
(423,520) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Compass |
|
IPCA + 3.25% |
|
(687,498) |
|
(591,127) |
|
(600,312) |
|
80,507 |
|
89,242 |
|
Debenture 14th issue - 1st Series |
Compass |
|
IPCA + 6.80% |
|
(300,000) |
|
(299,692) |
|
(280,866) |
|
3,969 |
|
6,401 |
|
Debenture 14th issue - 2nd Series |
Compass |
|
IPCA + 6.58% |
|
(700,000) |
|
(696,596) |
|
(717,294) |
|
10,991 |
|
15,042 |
|
Debentures |
Rumo |
|
IPCA + 5.62% |
|
(13,657,901) |
|
(14,505,620) |
|
(14,220,199) |
|
(1,572,825) |
|
(1,544,982) |
|
ACF |
Rumo |
|
IPCA + 6.48% |
|
(467,321) |
|
(486,870) |
|
(494,225) |
|
(9,620) |
|
(11,288) |
|
Finem |
Rumo |
|
TLP + 2.06% |
|
(18,241) |
|
(19,580) |
|
(21,469) |
|
(1,541) |
|
(1,810) |
|
CCB |
Rumo |
|
IPCA + 0.94% |
|
(887,486) |
|
(814,772) |
|
(814,423) |
|
(69,881) |
|
(78,121) |
|
Total |
|
|
|
|
|
|
(17,414,257) |
|
(17,148,788) |
|
(1,558,400) |
|
(1,525,516) |
| 35 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
|
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
||||
|
|
Subsidiary |
|
Index |
|
Notional |
|
Assets |
|
Liabilities |
|
Assets |
|
Liabilities |
|
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2028 |
Rumo |
|
115% CDI |
|
2,791,600 |
|
2,413,424 |
|
2,744,980 |
|
2,591,695 |
|
2,852,107 |
|
Swap Senior Notes 2032 |
Rumo |
|
106% CDI |
|
2,824,075 |
|
2,412,958 |
|
2,693,993 |
|
2,612,445 |
|
2,801,555 |
|
Total |
|
|
|
|
|
|
4,826,382 |
|
5,438,973 |
|
5,204,140 |
|
5,653,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Project VIII |
Compass |
|
99.80% CDI |
|
687,498 |
|
611,136 |
|
691,622 |
|
621,400 |
|
712,630 |
|
Debenture 14th issue - 1st Series |
Compass |
|
90.30% CDI |
|
300,000 |
|
311,167 |
|
301,628 |
|
312,530 |
|
308,633 |
|
Debenture 14th issue - 2nd Series |
Compass |
|
88.27% CDI |
|
700,000 |
|
727,723 |
|
703,714 |
|
729,019 |
|
719,685 |
|
Swap Debenture |
Rumo |
|
104% CDI |
|
13,657,901 |
|
14,695,569 |
|
14,192,364 |
|
14,412,764 |
|
14,027,253 |
|
ACF |
Rumo |
|
96% CDI |
|
467,321 |
|
514,928 |
|
536,158 |
|
499,641 |
|
519,387 |
|
Finem |
Rumo |
|
96% CDI |
|
18,241 |
|
20,533 |
|
18,346 |
|
21,044 |
|
19,207 |
|
CCB |
Rumo |
|
64% CDI |
|
887,486 |
|
822,619 |
|
891,873 |
|
822,384 |
|
903,152 |
|
Total |
|
|
|
|
|
|
17,703,675 |
|
17,335,705 |
|
17,418,782 |
|
17,209,947 |
b) Fair value option
Certain financial instruments were not designated in formally documented hedge accounting relationships. To eliminate accounting mismatch, the Company elected to irrevocably designate, at initial recognition, certain financial liabilities for measurement at fair value through profit or loss.
This designation applies to the financial liability itself (the hedging instrument), not to the hedged item. Fair value changes attributable to market factors (interest rates, foreign exchange) are recognized in profit or loss for the period. The portion of the change attributable to the Company's own credit risk is recognized directly in shareholders' equity as part of other comprehensive income.
| 36 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
|
|
|
Carrying amount |
|
Accumulated fair value |
||||
|
|
Index |
|
Notional |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
PPE - BofA (Moove) (i) |
SOFR + 1.40% |
|
(100,000) |
|
(525,714) |
|
(549,611) |
|
3,973 |
|
1,862 |
|
NCE - CITI (Moove) (i) |
SOFR + 1.30% |
|
(50,000) |
|
(270,259) |
|
(282,516) |
|
1,960 |
|
976 |
|
NCE - HSBC (Moove) (i) |
4.52% |
|
(50,000) |
|
(260,456) |
|
(274,252) |
|
3,857 |
|
1,283 |
|
Export Credit Agreement (Rumo) |
EUR + 0.58% |
|
(6,342) |
|
(9,093) |
|
(4,526) |
|
(24) |
|
(8) |
|
Scotiabank 2023 (Compass) |
USD + 4.04% |
|
(749,310) |
|
(791,281) |
|
(828,619) |
|
2,295 |
|
(625) |
|
Total |
|
|
|
|
(1,856,803) |
|
(1,939,524) |
|
12,061 |
|
3,488 |
|
Interest rate risk and inflation |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Projects VI e VII (Compass) |
IPCA + 4.10% |
|
(72,252) |
|
(63,754) |
|
(67,724) |
|
1,733 |
|
2,844 |
|
BNDES Project VIII (Compass) |
IPCA + 3.25% |
|
(598,239) |
|
(565,623) |
|
(575,321) |
|
34,330 |
|
41,068 |
|
BNDES Project IX (Compass) |
IPCA + 5.74% |
|
(528,697) |
|
(560,304) |
|
(564,266) |
|
43,102 |
|
46,209 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(286,237) |
|
(289,513) |
|
(291,576) |
|
17,663 |
|
19,222 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(183,776) |
|
(185,271) |
|
(186,576) |
|
8,597 |
|
9,574 |
|
BNDES Project IX - Sub B (Compass) |
IPCA + 6.01% |
|
(294,631) |
|
(297,734) |
|
(299,933) |
|
18,802 |
|
20,339 |
|
Debenture 9th issue - 1st Series (Compass) |
IPCA + 5.12% |
|
(500,000) |
|
(577,018) |
|
(575,279) |
|
74,846 |
|
75,823 |
|
Debenture 9th issue - 2nd Series (Compass) |
IPCA + 5.22% |
|
(500,000) |
|
(526,673) |
|
(530,740) |
|
126,340 |
|
120,271 |
|
Debenture 11th issue - 1st Series (Compass) |
IPCA + 6.38% |
|
(750,000) |
|
(755,052) |
|
(757,552) |
|
61,397 |
|
58,101 |
|
Debenture 11th issue - 2nd Series (Compass) |
IPCA + 6.45% |
|
(750,000) |
|
(729,808) |
|
(739,987) |
|
75,723 |
|
68,957 |
|
Debenture 12th issue - Single series (Compass) |
IPCA + 7.17% |
|
(600,000) |
|
(636,722) |
|
(619,902) |
|
(13,882) |
|
(18,877) |
|
Debenture 2nd issue - Single series (Compass) |
IPCA + 7.44% |
|
(800,000) |
|
(851,232) |
|
(881,057) |
|
5,001 |
|
3,057 |
|
Debentures (Rumo) |
IPCA + 4.68% |
|
— |
|
— |
|
(169,600) |
|
— |
|
(473) |
|
Debentures (Rumo) |
IPCA + 4.50% |
|
(600,000) |
|
(880,454) |
|
(788,138) |
|
(54,974) |
|
(63,542) |
|
Total |
|
|
|
|
(6,919,158) |
|
(7,047,651) |
|
398,678 |
|
382,573 |
| 37 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
|
|
|
Book value |
||
|
|
Index |
|
Notional |
|
March 31, 2026 |
|
December 31, 2025 |
|
FX rate risk |
|
|
|
|
|
|
|
|
Derivatives instruments |
|
|
|
|
|
|
|
|
PPE - BofA (Moove) (i) |
CDI + 0.79% |
|
100,000 |
|
(32,954) |
|
10,069 |
|
NCE - CITI (Moove) (i) |
CDI + 0.60% |
|
50,000 |
|
(31,538) |
|
(9,119) |
|
NCE - HSBC (Moove) (i) |
CDI + 0.50% |
|
50,000 |
|
(25,249) |
|
(2,295) |
|
FX and interest rate swap (Rumo) |
BRL + 108% CDI |
|
6,342 |
|
2,486 |
|
6,000 |
|
Scotiabank 2023 (Compass) |
CDI + 1.30% |
|
749,310 |
|
3,752 |
|
69,736 |
|
Total |
|
|
|
|
(83,503) |
|
74,391 |
|
Interest rate risk and inflation |
|
|
|
|
|
|
|
|
Derivatives instruments |
|
|
|
|
|
|
|
|
BNDES Projects VI and VII (Compass) |
87.50% CDI |
|
72,252 |
|
(1,721) |
|
(3,048) |
|
BNDES Project VIII (Compass) |
82.94% CDI |
|
598,239 |
|
(34,295) |
|
(42,744) |
|
BNDES Project IX (Compass) |
98.90% CDI |
|
528,697 |
|
41,640 |
|
33,502 |
|
BNDES Project IX - Sub A (Compass) |
95.55% CDI |
|
286,237 |
|
6,288 |
|
1,745 |
|
BNDES Project IX - Sub A (Compass) |
92.35% CDI |
|
183,776 |
|
3,713 |
|
783 |
|
BNDES Project IX - Sub B (Compass) |
98.49% CDI |
|
294,631 |
|
5,760 |
|
1,149 |
|
Debenture 9th issue - 1st Series (Compass) |
109.20% CDI |
|
500,000 |
|
60,483 |
|
37,108 |
|
Debenture 9th issue - 2nd Series (Compass) |
110.60% CDI |
|
500,000 |
|
8,943 |
|
(7,512) |
|
Debenture 11th issue - 1st Series (Compass) |
100.45% CDI |
|
750,000 |
|
(12,645) |
|
(37,594) |
|
Debenture 11th issue - 2nd Series (Compass) |
99.70% CDI |
|
750,000 |
|
(27,050) |
|
(48,653) |
|
Debenture 12th issue – Single series (Compass) |
95.66% CDI |
|
600,000 |
|
40,312 |
|
44,360 |
|
Debenture 2nd issue – Single series (Compass) |
97.40% CDI |
|
800,000 |
|
31,457 |
|
(14,363) |
|
Debentures (Rumo) |
107% CDI |
|
— |
|
— |
|
24,126 |
|
Debentures (Rumo) |
103% CDI |
|
600,000 |
|
215,483 |
|
179,919 |
|
Total |
|
|
|
|
338,368 |
|
168,778 |
| (i) | Notional presented in thousands of U.S. dollars. |
| 38 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Cash flows hedge
Compass
Indirect subsidiary Edge Comercialização S.A. ("Edge") executed natural gas sales transactions with prices indexed to Brent. To mitigate exposure to volatility in this index, Edge formally designated such contracts as Cash flows hedge relationships.
Indirect subsidiary Terminal de Regaseificação de GNL de São Paulo ("TRSP") adopted hedge accounting to protect against Cash flows variability arising from foreign exchange risk. The strategy consists of using a U.S. dollar-denominated lease liability, already contracted, as a hedge for highly probable future revenues also denominated in U.S. dollars, projected over a 20-year horizon, due 2043.
Effective hedge gains and losses are initially recognized in other comprehensive income and reclassified to profit or loss when the hedged Cash flows actually occur.
Rumo
To mitigate the effects of foreign exchange volatility on highly probable future Cash flows, subsidiary Rumo contracted derivative financial instruments in the form of currency swaps and designated them as Cash flows hedges. The hedging relationship was documented at inception, with prospective effectiveness testing and subsequent retrospective assessment. Hedge effects are recognized in equity within "Other Comprehensive Income" and reclassified to profit or loss when the hedged Cash flows actually occur.
The impact of items protected by hedge accounting on the statement of financial position is presented below:
|
|
|
|
|
|
|
|
|
Carrying amount |
||
|
|
|
Subsidiary |
|
Risk |
|
Nocional |
|
March 31, 2026 |
|
December 31, 2025 |
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
Future |
|
Edge |
|
Price |
|
(30,185) |
|
(5,748) |
|
(4,654) |
|
Leasing |
|
TRSP |
|
Exchange |
|
3,390,021 |
|
(112,677) |
|
(208,509) |
|
Swap exchange rate and interest |
|
Rumo |
|
Exchange |
|
1,063,665 |
|
(173,888) |
|
(109,510) |
|
Total |
|
|
|
|
|
|
|
(292,313) |
|
(322,673) |
|
(-) Deferred tax |
|
|
|
|
|
|
|
97,928 |
|
109,709 |
| 39 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The effect of Cash flows hedging on the income statement and other comprehensive income is shown below:
|
|
|
|
|
|
|
Write-offs |
|
Ineffectiveness |
|
|
||
|
|
|
Balance as of January 1, 2026 |
|
Designations |
|
Net sales |
|
Cost of sales |
|
Financial results |
|
Balance as of March 31, 2026 |
|
Financial instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
Future |
|
(4,654) |
|
(3,348) |
|
3,716 |
|
(1,068) |
|
(396) |
|
(5,750) |
|
Leasing |
|
(208,509) |
|
93,919 |
|
1,689 |
|
— |
|
226 |
|
(112,675) |
|
Swap exchange rate and interest |
|
(109,510) |
|
(81,899) |
|
— |
|
17,521 |
|
— |
|
(173,888) |
|
Total |
|
(322,673) |
|
8,672 |
|
5,405 |
|
16,453 |
|
(170) |
|
(292,313) |
Sources of hedge accounting ineffectiveness, although historically immaterial, may arise from the following factors:
(i) Timing mismatches between Cash flows of hedged items and hedging instruments;
(ii) Use of distinct reference indices, resulting in divergent risk curves between hedged items and hedging instruments;
(iii) Differing effects of counterparty credit risk and the entity’s own credit risk on fair value changes of hedging instruments and hedged items;
(iv) Changes in projections of expected Cash flows for hedged items and hedging instruments.
The Company continuously monitors sources of ineffectiveness, employing quantitative and qualitative analyses to assess impacts on fair value and hedge effectiveness. These practices align with accounting and treasury policies.
| 40 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.4 Related parties
a) Trade receivable and payable with related parties:
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
9,891 |
|
3,278 |
|
47,754 |
|
70,001 |
|
Rumo S.A. and its subsidiaries |
30,354 |
|
21,324 |
|
— |
|
— |
|
CLI Sul S.A. |
10 |
|
10 |
|
25,868 |
|
14,431 |
|
Cosan Lubrificantes e Especialidades S.A. |
4,391 |
|
4,309 |
|
— |
|
— |
|
Compass Gás e Energia S.A. and its subsidiaries |
17,388 |
|
15,207 |
|
— |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
14,286 |
|
14,286 |
|
Associação Gestora da Ferrovia Internado Porto de Santos (AG-FIPS) |
— |
|
— |
|
80,927 |
|
49,397 |
|
Radar Gestão de Investimentos S.A. |
— |
|
1,299 |
|
— |
|
1,299 |
|
Radar Group |
1,642 |
|
1,017 |
|
— |
|
— |
|
Other |
120 |
|
325 |
|
370 |
|
501 |
|
|
63,796 |
|
46,769 |
|
169,205 |
|
149,915 |
|
Financial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
49,911 |
|
49,634 |
|
49,911 |
|
49,634 |
|
Cosan Lubrificantes e Especialidades S.A. |
21,548 |
|
21,433 |
|
— |
|
— |
|
|
71,459 |
|
71,067 |
|
49,911 |
|
49,634 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
135,255 |
|
117,836 |
|
219,116 |
|
199,549 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
3,571 |
|
8,333 |
|
|
— |
|
— |
|
3,571 |
|
8,333 |
|
|
|
|
|
|
|
|
|
|
Financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
106,698 |
|
102,476 |
|
— |
|
— |
|
CLI Sul S.A. |
— |
|
— |
|
— |
|
12,000 |
|
Other |
— |
|
— |
|
15 |
|
15 |
|
|
106,698 |
|
102,476 |
|
15 |
|
12,015 |
|
Total non-current assets |
106,698 |
|
102,476 |
|
3,586 |
|
20,348 |
|
Related parties receivables |
241,953 |
|
220,312 |
|
222,702 |
|
219,897 |
| 41 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
10,735 |
|
5,585 |
|
173,978 |
|
164,788 |
|
Rumo S.A. |
315 |
|
— |
|
— |
|
— |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
2,357 |
|
95 |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
43,346 |
|
43,607 |
|
Compass Gás e Energia S.A. and its subsidiaries |
437 |
|
518 |
|
— |
|
— |
|
Cosan Lubrificantes e Especialidades S.A. |
5,829 |
|
53 |
|
— |
|
— |
|
Radar Gestão de Investimentos S.A. |
70 |
|
— |
|
96 |
|
— |
|
Other |
73 |
|
328 |
|
1,359 |
|
315 |
|
|
17,459 |
|
6,484 |
|
221,136 |
|
208,805 |
|
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
113,867 |
|
110,186 |
|
116,076 |
|
111,548 |
|
Cosan Lubrificantes e Especialidades S.A. |
14,617 |
|
13,914 |
|
— |
|
— |
|
Cosan Overseas Limited |
33,726 |
|
35,554 |
|
— |
|
— |
|
Cosan Luxembourg S.A. |
— |
|
67,424 |
|
— |
|
— |
|
Other |
— |
|
— |
|
563 |
|
563 |
|
|
162,210 |
|
227,078 |
|
116,639 |
|
112,111 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
179,669 |
|
233,562 |
|
337,775 |
|
320,916 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Other |
78 |
|
87 |
|
78 |
|
88 |
|
|
78 |
|
87 |
|
78 |
|
88 |
|
Financial operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. |
702,113 |
|
617,920 |
|
— |
|
— |
|
Cosan Luxembourg S.A. (i) |
— |
|
2,008,376 |
|
— |
|
— |
|
Cosan Overseas Limited |
2,627,968 |
|
2,770,458 |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
1,078 |
|
1,078 |
|
1,078 |
|
1,078 |
|
|
3,331,159 |
|
5,397,832 |
|
1,078 |
|
1,078 |
|
Total non-current liabilities |
3,331,237 |
|
5,397,919 |
|
1,156 |
|
1,166 |
|
Payables to related party |
3,510,906 |
|
5,631,481 |
|
338,931 |
|
322,082 |
| (i) | On January 23, 2026, Cosan S.A., together with its subsidiary Cosan Lux, settled the loans contracted under the export prepayment (PPE) and Floating Rate Notes (FRN) modalities. |
| 42 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Transactions with related parties:
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of three months ended March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Operating income |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
— |
|
— |
|
98,465 |
|
133,069 |
|
CLI Sul S.A. |
— |
|
— |
|
276 |
|
3,663 |
|
|
— |
|
— |
|
98,741 |
|
136,732 |
|
Purchase of products / inputs / services |
|
|
|
|
|
|
|
|
Raízen S.A. and its subsidiaries |
(3,491) |
|
(30) |
|
(566,480) |
|
(507,627) |
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
|
— |
|
(23,650) |
|
(1,250) |
|
|
(3,491) |
|
(30) |
|
(590,130) |
|
(508,877) |
|
Shared income (expenses) |
|
|
|
|
|
|
|
|
Compass Gás e Energia S.A. and its subsidiaries |
7,447 |
|
9,038 |
|
— |
|
— |
|
Cosan Lubrificantes e Especialidades S.A. |
1,718 |
|
3,092 |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
(1,489) |
|
481 |
|
(21,322) |
|
(24,285) |
|
Rumo S.A. and its subsidiaries |
12,276 |
|
16,932 |
|
— |
|
— |
|
Janus BRASIL Participações S.A. |
266 |
|
— |
|
— |
|
— |
|
Tellus Brasil Participações S.A. |
153 |
|
— |
|
— |
|
— |
|
Radar Propriedades Agrícolas S.A. |
204 |
|
— |
|
— |
|
— |
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
|
— |
|
(35,841) |
|
(25,124) |
|
Other |
(118) |
|
2 |
|
(512) |
|
2 |
|
|
20,457 |
|
29,545 |
|
(57,675) |
|
(49,407) |
|
Financial result |
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
35,469 |
|
163,816 |
|
— |
|
— |
|
Cosan Overseas Limited |
89,549 |
|
168,990 |
|
— |
|
— |
|
Raízen S.A. and its subsidiaries |
— |
|
(10,507) |
|
— |
|
(10,507) |
|
Moove Lubricants Limited |
— |
|
(5) |
|
— |
|
— |
|
Other |
(4) |
|
5,171 |
|
(4) |
|
5,171 |
|
|
125,014 |
|
327,465 |
|
(4) |
|
(5,336) |
|
Total |
141,980 |
|
356,980 |
|
(549,068) |
|
(426,888) |
c) Managers’ and directors’ compensation:
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of three months ended March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Short-term employee and key management benefits |
11,168 |
|
9,446 |
|
42,024 |
|
39,992 |
|
Share based compensation |
12,760 |
|
3,351 |
|
16,551 |
|
7,632 |
|
Post-employment benefits |
77 |
|
54 |
|
665 |
|
602 |
|
Other long-term benefits |
— |
|
— |
|
2,385 |
|
486 |
|
Total |
24,005 |
|
12,851 |
|
61,625 |
|
48,712 |
| 43 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Material and services suppliers |
2,020 |
|
870 |
|
3,072,503 |
|
3,284,618 |
|
Natural gas / transport and logistics suppliers |
— |
|
— |
|
758,973 |
|
812,884 |
|
|
2,020 |
|
870 |
|
3,831,476 |
|
4,097,502 |
|
|
|
|
|
|
|
|
|
|
Current |
2,020 |
|
870 |
|
3,812,231 |
|
4,078,511 |
|
Non-current |
— |
|
— |
|
19,245 |
|
18,991 |
|
Total |
2,020 |
|
870 |
|
3,831,476 |
|
4,097,502 |
The carrying amounts of short-term financial assets and liabilities do not differ significantly from their fair value. The carrying amounts and fair value of consolidated assets and liabilities are as follows:
|
|
|
|
Accounting Balance |
|
Assets and liabilities measured at fair value |
||||||||||||
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
||||||||
|
|
Note |
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funds |
5.1 |
|
4,337,940 |
|
2,525,668 |
|
— |
|
4,337,940 |
|
— |
|
— |
|
2,525,668 |
|
— |
|
Marketable securities |
|
|
3,938,915 |
|
2,992,593 |
|
— |
|
3,938,915 |
|
— |
|
307,177 |
|
2,685,416 |
|
— |
|
Other financial assets |
|
|
344 |
|
5,805 |
|
344 |
|
— |
|
— |
|
5,805 |
|
— |
|
— |
|
Investment properties (i) |
|
|
18,222,462 |
|
18,221,781 |
|
— |
|
— |
|
18,222,462 |
|
— |
|
— |
|
18,221,781 |
|
Derivative financial instruments |
5.3 |
|
2,202,973 |
|
2,267,108 |
|
— |
|
2,202,973 |
|
— |
|
— |
|
2,267,108 |
|
— |
|
Total |
|
|
28,702,634 |
|
26,012,955 |
|
344 |
|
10,479,828 |
|
18,222,462 |
|
312,982 |
|
7,478,192 |
|
18,221,781 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.2 |
|
(58,501,619) |
|
(64,227,131) |
|
— |
|
(59,599,268) |
|
— |
|
— |
|
(64,136,362) |
|
— |
|
Derivative financial instruments |
5.3 |
|
(2,344,974) |
|
(2,680,669) |
|
— |
|
(2,344,974) |
|
— |
|
— |
|
(2,680,669) |
|
— |
|
Other accounts payable(ii) |
|
|
(11,854) |
|
(11,854) |
|
— |
|
— |
|
(11,854) |
|
— |
|
— |
|
(11,854) |
|
Total |
|
|
(60,858,447) |
|
(66,919,654) |
|
— |
|
(61,944,242) |
|
(11,854) |
|
— |
|
(66,817,031) |
|
(11,854) |
| (i) | The fair value of the investment properties was determined basis on the direct comparative method of market data applied to transactions with similar properties (type, location, and quality of property) and, to some extent, based on sales quotations for potential transactions with comparable assets (level 3). The methodology used in determination the fair value takes into account direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, land access, topography and soil, land use (type of crop), and rainfall level , among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (“ABNT”). For the period ended March 31, 2026, there was no update to fair value. The fair value of agricultural properties is updated only on an annual basis, as the primary valuation method adopted is based on direct comparison of market information, which makes a quarterly valuation costlier than the benefits derived. |
| (ii) | This refers to the contingent consideration (earn-out) negotiated in the acquisition process of the indirect subsidiary Biometano Verde Paulínia, measured at fair value using a assessment technique based on the present value of expected Cash flows. The measurement considers the monetary restatement stipulated in the contract. |
| 44 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Debts |
|
Companyy |
|
March 31, 2026 |
|
December 31, 2025 |
|
Senior Notes due 2028 |
|
Rumo Luxembourg S.à rl |
|
97.79% |
|
97.32% |
|
Senior Notes due 2032 |
|
Rumo Luxembourg S.à rl |
|
88.24% |
|
84.30% |
a) Market Risk
Foreign exchange risk
The Company presents the following net exposure to foreign exchange variation for assets and liabilities denominated in US dollars, euros and British pounds, for companies with real functional currency.
|
|
March 31, 2026 |
|
December 31, 2025 |
|
Cash and cash equivalents |
712,770 |
|
649,107 |
|
Marketable securities |
77,437 |
|
97,005 |
|
Trade receivable |
387,312 |
|
71,555 |
|
Trade payables |
(435,522) |
|
(417,312) |
|
Loans, borrowings and debentures |
(9,313,049) |
|
(15,949,122) |
|
Lease |
(1,888,809) |
|
(2,043,650) |
|
Consideration payable |
(150,914) |
|
(195,057) |
|
Derivative financial instruments (notional) |
10,524,534 |
|
14,851,873 |
|
Foreign exchange exposure, net |
(86,241) |
|
(2,935,601) |
The likely scenario considers the estimated exchange rates at the maturity of the transactions, as presented below:
|
|
|
|
|
|
|
Scenarios |
||||||
|
Instrument |
|
Risk factor |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
Low FX rate |
|
30,604 |
|
215,645 |
|
400,687 |
|
(154,438) |
|
(339,479) |
|
Marketable securities |
|
Low FX rate |
|
2,976 |
|
23,079 |
|
43,183 |
|
(17,127) |
|
(37,230) |
|
Trade receivable |
|
Low FX rate |
|
15,228 |
|
115,777 |
|
216,327 |
|
(85,321) |
|
(185,871) |
|
Trade payables |
|
High FX rate |
|
(18,549) |
|
(131,614) |
|
(244,680) |
|
94,517 |
|
207,583 |
|
Loans, borrowings and debentures |
|
High FX rate |
|
(358,573) |
|
(2,193,830) |
|
(4,203,552) |
|
1,825,613 |
|
3,835,336 |
|
Lease |
|
High FX rate |
|
(72,591) |
|
(562,942) |
|
(1,053,292) |
|
417,759 |
|
908,109 |
|
Consideration payable |
|
High FX rate |
|
(5,786) |
|
(44,866) |
|
(83,947) |
|
33,295 |
|
72,376 |
|
Derivative financial instruments (notional) |
|
Low FX rate |
|
228,727 |
|
1,208,560 |
|
2,387,349 |
|
(929,530) |
|
(2,416,917) |
|
Impacts on profit or loss before taxes |
|
|
|
(152,237) |
|
(1,170,671) |
|
(2,164,613) |
|
1,036,703 |
|
1,722,049 |
|
Impacts on other comprehensive income |
|
|
|
(25,727) |
|
(199,520) |
|
(373,312) |
|
148,065 |
|
321,858 |
| 45 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Exchange rate sensitivity analysis |
||||||||||
|
|
|
March 31, 2026 |
|
Scenarios |
||||||||
|
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
|
U.S.$ |
|
5.2194 |
|
5.4200 |
|
6.7750 |
|
8.1300 |
|
4.0650 |
|
2.7100 |
|
Euro |
|
6.0117 |
|
6.3956 |
|
7.9945 |
|
9.5934 |
|
4.7967 |
|
3.1978 |
|
GBP |
|
6.8818 |
|
7.5338 |
|
9.4173 |
|
11.3007 |
|
5.6504 |
|
3.7669 |
Interest rate risk
The following is a sensitivity analysis of interest rates on loans and borrowings, leasing, and other liabilities, with a counterpart to investments in CDI, with increases and reductions of 25% and 50%, before taxes:
|
|
|
|
|
Scenarios |
||||||
|
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Cash and cash equivalents |
|
2,196,912 |
|
2,745,737 |
|
3,294,576 |
|
1,648,086 |
|
1,097,664 |
|
Marketable securities |
|
493,895 |
|
617,302 |
|
740,653 |
|
370,487 |
|
246,760 |
|
Restricted cash |
|
30,533 |
|
38,161 |
|
45,787 |
|
22,905 |
|
15,255 |
|
Lease and concession in installments |
|
(110,612) |
|
(138,287) |
|
(165,877) |
|
(82,938) |
|
(55,264) |
|
Leases liabilities |
|
(492,043) |
|
(505,835) |
|
(519,597) |
|
(478,252) |
|
(464,460) |
|
Derivative financial instruments |
|
(2,474,286) |
|
(2,929,704) |
|
(3,449,714) |
|
(1,860,091) |
|
(1,307,483) |
|
Loans, borrowings and debentures |
|
(4,146,579) |
|
(5,005,910) |
|
(5,981,922) |
|
(3,095,827) |
|
(2,129,104) |
|
Other financial liabilities |
|
(101,346) |
|
(126,663) |
|
(151,980) |
|
(76,028) |
|
(50,634) |
|
Put option liability on subsidiary shares |
|
(557,494) |
|
(695,031) |
|
(827,638) |
|
(429,819) |
|
(297,213) |
|
Liability from financing secured by shares |
|
(462,061) |
|
(546,335) |
|
(649,762) |
|
(339,483) |
|
(236,056) |
|
Impacts on profit or loss before taxes |
|
(5,623,081) |
|
(6,546,565) |
|
(7,665,474) |
|
(4,320,960) |
|
(3,180,535) |
The likely scenario considers the estimated interest rate, calculated by a specialized third party and the Central Bank of Brazil ("BACEN"), as presented below:
|
|
|
|
|
Scenarios |
||||||
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
SELIC |
|
13.23% |
|
16.54% |
|
19.84% |
|
9.92% |
|
6.61% |
|
CDI |
|
13.13% |
|
16.41% |
|
19.69% |
|
9.85% |
|
6.56% |
|
TJLP462 (TJLP + 1% p.a.) |
|
9.90% |
|
12.13% |
|
14.35% |
|
7.68% |
|
5.45% |
|
TJLP |
|
8.90% |
|
11.13% |
|
13.35% |
|
6.68% |
|
4.45% |
|
IPCA |
|
4.11% |
|
5.14% |
|
6.17% |
|
3.08% |
|
2.06% |
|
IGPM |
|
3.27% |
|
4.09% |
|
4.91% |
|
2.46% |
|
1.64% |
|
Fed Funds |
|
3.25% |
|
4.06% |
|
4.88% |
|
2.44% |
|
1.63% |
|
SOFR |
|
3.38% |
|
4.23% |
|
5.08% |
|
2.54% |
|
1.69% |
|
CPI |
|
2.38% |
|
2.98% |
|
3.57% |
|
1.79% |
|
1.19% |
| 46 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Price risk
• Natural Gas
|
|
|
|
Scenarios |
|||||||||||
|
Instrument |
|
Risk factor |
Exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
|
Commodities derivatives |
|
Price Change in US$ / bbl |
8,258 |
|
7,088 |
|
(9,015) |
|
(25,117) |
|
23,190 |
|
39,293 |
|
Call Option (“Call”)
The Company holds a purchase option that grants it the right to repurchase all of Cosan Nove 's preferred shares, which may be exercised starting in the third year after the signing of the respective agreements, in December 2022.
As of March 31, 2026, the call option was underpriced.
Contingent put option
In the shareholders' agreement entered, in December 2022, into between the Company and Itaú bank, regarding the issuance of preferred shares by Cosan Nove, it was defined that financial institutions hold a contingent put option, exercisable only when specific material adverse effects foreseen in the contract occur. These effects are under the Company's control and, therefore, do not constitute a financial obligation.
The option exercise price is calculated basis on the initial investment value, adjusted by a rate of CDI + spread, less dividends received by the non-controlling shareholder during that period. As of March 31, 2026, the exercise price of this option is R$ 2,574,172.
b) Credit risk
The Company's regular operations expose it to potential defaults when customers, suppliers, and counterparties fail to meet their financial or other obligations. The credit risk exposure was as follows:
|
|
March 31, 2026 |
|
December 31, 2025 |
|
Cash and cash equivalents |
17,463,977 |
|
27,243,683 |
|
Trade receivables |
4,308,467 |
|
3,669,163 |
|
Marketable securities |
3,938,915 |
|
2,685,417 |
|
Restricted cash |
232,484 |
|
228,768 |
|
Financial guarantees |
5,290,641 |
|
2,620,840 |
|
Derivative financial instruments |
2,202,973 |
|
2,267,108 |
|
Receivables from related parties |
222,702 |
|
219,897 |
|
Receivable dividends and interest on equity |
85,759 |
|
35,410 |
|
Other financial assets |
344 |
|
5,805 |
|
Total |
33,746,262 |
|
38,976,091 |
| 47 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company is exposed to risks related to its cash management activities and temporary investments.
The credit risk of cash and cash equivalents, marketable securities, restricted cash, and derivatives financial instruments is determined by widely accepted market rating agencies, as presented below:
|
|
March 31, 2026 |
|
December 31, 2025 |
|
AAA |
22,947,099 |
|
23,289,686 |
|
AA |
813,480 |
|
9,037,928 |
|
Not rated |
77,770 |
|
97,362 |
|
Total |
23,838,349 |
|
32,424,976 |
c) Liquidity risk
The Company's financial liabilities, classified by maturity dates (basis on contracted undiscounted Cash flows), are as follows:
|
|
March 31, 2026 |
|
December 31, 2025 |
||||||||
|
|
Up to 1 year |
|
From 1 to 2 years |
|
From 2 to 5 years |
|
Over 5 years |
|
Total |
|
Total |
|
Loans, borrowings and debentures |
(8,681,372) |
|
(14,703,177) |
|
(40,951,311) |
|
(54,287,556) |
|
(118,623,416) |
|
(118,589,890) |
|
Trade payables |
(3,812,231) |
|
(19,245) |
|
— |
|
— |
|
(3,831,476) |
|
(4,097,502) |
|
Other financial liabilities |
(3,751,188) |
|
— |
|
— |
|
— |
|
(3,751,188) |
|
(1,096,884) |
|
Installment of tax debts |
(9,667) |
|
(11,968) |
|
(1,866) |
|
(232,381) |
|
(255,882) |
|
(255,718) |
|
Leases |
(1,152,999) |
|
(972,732) |
|
(1,085,308) |
|
(20,323,293) |
|
(23,534,332) |
|
(24,000,264) |
|
Lease and concession in installments |
(238,318) |
|
(235,873) |
|
(468,786) |
|
(190,497) |
|
(1,133,474) |
|
(1,106,126) |
|
Related party payables |
(337,775) |
|
(1,156) |
|
— |
|
— |
|
(338,931) |
|
(322,082) |
|
Dividends payable |
(231,804) |
|
— |
|
— |
|
— |
|
(231,804) |
|
(226,484) |
|
Consideration payable |
(9,629) |
|
(9,629) |
|
(33,290) |
|
(93,134) |
|
(145,682) |
|
(155,311) |
|
Derivative financial instruments |
(2,219,076) |
|
(1,376,633) |
|
(1,018,406) |
|
13,441,127 |
|
8,827,012 |
|
7,800,848 |
|
Sectoral financial liabilities (i) |
(95,797) |
|
— |
|
— |
|
— |
|
(95,797) |
|
(96,719) |
|
Put option liability on subsidiary shares |
— |
|
— |
|
(1,333,333) |
|
(2,666,667) |
|
(4,000,000) |
|
(4,000,000) |
|
Liability from financing secured by shares |
(3,245,117) |
|
— |
|
— |
|
— |
|
(3,245,117) |
|
(3,225,338) |
|
|
(23,784,973) |
|
(17,330,413) |
|
(44,892,300) |
|
(64,352,401) |
|
(150,360,087) |
|
(149,371,470) |
| (i) |
The Company, through its indirect subsidiary Comgás, maintains a sectoral liability classified as a non‑current liability. This liability arises from regulatory obligations specific to the natural gas distribution sector. |
Due to the uncertainty regarding the exact timing of settlement of these obligations, the liability has not been included in the maturity schedule. The Company recognizes this liability in accordance with the applicable accounting standards, and awaits regulatory definition in order to determine the settlement timetable.
|
|
|
March 31, 2026 |
|
Balance as of January 1, 2026 |
|
3,844,648 |
|
Amortization of funding costs |
|
5,631 |
|
Interest rate update |
|
144,553 |
|
Balance as of March 31, 2026 |
|
3,994,832 |
| 48 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Parent Company
|
|
Balance as of January 1, 2026 |
|
Interest in earnings of investees |
|
Capital increase |
|
Other comprehensive income |
|
Other |
|
Balance as of March 31, 2026 |
|
Dividends receivable (i) |
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda. |
6,792 |
|
242 |
|
— |
|
— |
|
— |
|
7,034 |
|
— |
|
Cosan Nove Participações S.A. |
6,491 |
|
176 |
|
— |
|
— |
|
— |
|
6,667 |
|
— |
|
Cosan Dez Participações S.A. |
5,041,185 |
|
304,648 |
|
— |
|
48,426 |
|
— |
|
5,394,259 |
|
11,717 |
|
Cosan Global |
103,057 |
|
(20,891) |
|
— |
|
— |
|
— |
|
82,166 |
|
— |
|
Fundo Celeste de Investimento |
490,295 |
|
749 |
|
— |
|
— |
|
— |
|
491,044 |
|
— |
|
Cosan Luxembourg S.A. |
— |
|
(282,331) |
|
429,489 |
|
— |
|
— |
|
147,158 |
|
— |
|
Other |
24,796 |
|
(473) |
|
— |
|
(524) |
|
— |
|
23,799 |
|
— |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
1,291,759 |
|
7,127 |
|
— |
|
62 |
|
— |
|
1,298,948 |
|
— |
|
Radar Propriedades Agrícolas S.A. |
246,182 |
|
1,669 |
|
— |
|
— |
|
— |
|
247,851 |
|
— |
|
Nova Agrícola Ponte Alta S.A. |
515,506 |
|
2,133 |
|
— |
|
— |
|
— |
|
517,639 |
|
10,085 |
|
Nova Santa Bárbara Agrícola S.A. |
13,119 |
|
67 |
|
— |
|
— |
|
— |
|
13,186 |
|
— |
|
Nova Amaralina S.A. Propriedades Agrícolas |
262,881 |
|
1,218 |
|
— |
|
— |
|
— |
|
264,099 |
|
3,494 |
|
Terras da Ponte Alta S.A. |
99,498 |
|
247 |
|
— |
|
— |
|
— |
|
99,745 |
|
— |
|
Paineira Propriedades Agrícolas S.A. |
243,684 |
|
1,661 |
|
— |
|
— |
|
— |
|
245,345 |
|
— |
|
Manacá Propriedades Agrícolas S.A. |
239,235 |
|
1,539 |
|
— |
|
— |
|
— |
|
240,774 |
|
— |
|
Castanheira Propriedades Agrícolas S.A. |
334,509 |
|
1,551 |
|
1,038 |
|
— |
|
— |
|
337,098 |
|
— |
|
Tellus Brasil Participações S.A. |
812,875 |
|
3,807 |
|
— |
|
— |
|
— |
|
816,682 |
|
— |
|
Janus Brasil Participações S.A. |
1,286,450 |
|
7,614 |
|
— |
|
— |
|
— |
|
1,294,064 |
|
— |
|
Duguetiapar Empreendimentos e Participações S.A. |
197 |
|
2 |
|
— |
|
— |
|
— |
|
199 |
|
43 |
|
Gamiovapar Empreendimentos e Participações S.A. |
147,453 |
|
411 |
|
— |
|
— |
|
— |
|
147,864 |
|
— |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
1,211,742 |
|
58,493 |
|
— |
|
(55,859) |
|
— |
|
1,214,376 |
|
— |
|
Other |
142 |
|
10 |
|
— |
|
(5) |
|
— |
|
147 |
|
— |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
4,196,010 |
|
28,190 |
|
— |
|
(14,929) |
|
2,573 |
|
4,211,844 |
|
60,981 |
|
Total investment in subsidiaries |
16,573,858 |
|
117,859 |
|
430,527 |
|
(22,829) |
|
2,573 |
|
17,101,988 |
|
86,320 |
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pasadena Empreendimentos e Participações S.A. |
(287) |
|
(15) |
|
— |
|
— |
|
— |
|
(302) |
|
— |
|
Cosan Luxembourg S.A. |
(371,031) |
|
— |
|
371,031 |
|
— |
|
— |
|
— |
|
— |
|
Total provision for uncovered liability of subsidiary |
(371,318) |
|
(15) |
|
371,031 |
|
— |
|
— |
|
(302) |
|
— |
|
Total |
16,202,540 |
|
117,844 |
|
801,558 |
|
(22,829) |
|
2,573 |
|
17,101,686 |
|
86,320 |
| (i) | Dividends receivable by Cosan S.A. from its subsidiaries. |
| 49 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
Balance as of January 1, 2026 |
|
Interest in earnings of investees |
|
Capital increase |
|
Other comprehensive income |
|
Dividends |
|
Other |
|
Balance as of March 31, 2026 |
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia de Gás de São Paulo - COMGÁS |
28,586 |
|
2,228 |
|
— |
|
9 |
|
— |
|
— |
|
30,823 |
|
Commit Gás S.A. |
1,400,005 |
|
36,704 |
|
— |
|
5 |
|
— |
|
— |
|
1,436,714 |
|
Companhia Paranaense de Gás - COMPAGAS |
448,228 |
|
1,565 |
|
— |
|
10 |
|
— |
|
— |
|
449,803 |
|
Biometano Verde Paulínia S.A. |
233,436 |
|
(4,023) |
|
— |
|
— |
|
— |
|
— |
|
229,413 |
|
Compass Gás e Energia |
639,149 |
|
41,494 |
|
— |
|
6,604 |
|
— |
|
— |
|
687,247 |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
9,852,429 |
|
69,457 |
|
— |
|
(34,325) |
|
(3,229) |
|
6,347 |
|
9,890,679 |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
721,580 |
|
25,479 |
|
— |
|
(55,858) |
|
— |
|
31,845 |
|
723,046 |
|
Corporativo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil Consultoria Ltda |
5 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5 |
|
Cosan Nove Participações S.A. |
946 |
|
22 |
|
— |
|
— |
|
— |
|
— |
|
968 |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. |
5,229,793 |
|
31,075 |
|
— |
|
— |
|
— |
|
— |
|
5,260,868 |
|
Tellus Brasil Participações S.A. |
3,304,581 |
|
15,479 |
|
— |
|
— |
|
— |
|
— |
|
3,320,060 |
|
Gamiovapar Empreendimentos e Participações S.A. |
599,441 |
|
1,671 |
|
— |
|
— |
|
— |
|
— |
|
601,112 |
|
Duguetiapar Empreendimentos e Participações S.A. |
801 |
|
8 |
|
— |
|
— |
|
— |
|
— |
|
809 |
|
Radar II Propriedades Agrícolas S.A. |
1,291,759 |
|
7,127 |
|
— |
|
— |
|
— |
|
— |
|
1,298,886 |
|
Radar Propriedades Agrícolas S.A. |
246,182 |
|
1,669 |
|
— |
|
— |
|
— |
|
— |
|
247,851 |
|
Nova Agrícola Ponte Alta S.A. |
515,506 |
|
2,133 |
|
— |
|
— |
|
— |
|
— |
|
517,639 |
|
Nova Santa Bárbara Agrícola S.A. |
13,119 |
|
67 |
|
— |
|
— |
|
— |
|
— |
|
13,186 |
|
Nova Amaralina S.A. Propriedades Agrícolas |
262,881 |
|
1,218 |
|
— |
|
— |
|
— |
|
— |
|
264,099 |
|
Terras da Ponte Alta S.A. |
99,498 |
|
247 |
|
— |
|
— |
|
— |
|
— |
|
99,745 |
|
Paineira Propriedades Agrícolas S.A. |
243,684 |
|
1,661 |
|
— |
|
— |
|
— |
|
— |
|
245,345 |
|
Manacá Propriedades Agrícolas S.A. |
239,235 |
|
1,539 |
|
— |
|
— |
|
— |
|
— |
|
240,774 |
|
Castanheira Propriedades Agrícolas S.A. |
334,560 |
|
1,551 |
|
1,038 |
|
— |
|
— |
|
— |
|
337,149 |
|
Total |
25,705,404 |
|
238,371 |
|
1,038 |
|
(83,555) |
|
(3,229) |
|
38,192 |
|
25,896,221 |
| 50 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Reconciliation of carrying amount:
|
|
Consolidated |
|
Parent Company |
||||||||||||
|
|
Land, buildings and improvements |
|
Machines, equipment and installations |
|
Wagons and locomotives |
|
Permanent railways |
|
Construction in progress |
|
Other assets |
|
Total |
|
Total |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
2,578,507 |
|
4,323,347 |
|
10,773,276 |
|
15,580,338 |
|
10,410,737 |
|
480,985 |
|
44,147,190 |
|
96,530 |
|
Additions |
— |
|
570 |
|
69 |
|
— |
|
1,815,310 |
|
309 |
|
1,816,258 |
|
3,453 |
|
Write-offs |
— |
|
(507) |
|
(21,583) |
|
(3,426) |
|
(9) |
|
(29,060) |
|
(54,585) |
|
— |
|
Transfers (i) |
74,451 |
|
482,879 |
|
476,753 |
|
564,768 |
|
(1,716,033) |
|
91,420 |
|
(25,762) |
|
(70) |
|
Exchange differences |
(14,145) |
|
(35,242) |
|
— |
|
— |
|
(214) |
|
(15,810) |
|
(65,411) |
|
— |
|
Balance as of March 31, 2026 |
2,638,813 |
|
4,771,047 |
|
11,228,515 |
|
16,141,680 |
|
10,509,791 |
|
527,844 |
|
45,817,690 |
|
99,913 |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
(782,031) |
|
(1,576,832) |
|
(6,039,684) |
|
(7,972,529) |
|
(702,495) |
|
(277,894) |
|
(17,351,465) |
|
(66,227) |
|
Additions |
(19,068) |
|
(70,121) |
|
(162,006) |
|
(174,290) |
|
— |
|
(13,186) |
|
(438,671) |
|
(2,946) |
|
Write-offs |
— |
|
116 |
|
19,042 |
|
83 |
|
— |
|
17,598 |
|
36,839 |
|
— |
|
Transfers (i) |
(197) |
|
3,298 |
|
(856) |
|
— |
|
— |
|
(3,101) |
|
(856) |
|
— |
|
Exchange differences |
5,140 |
|
12,393 |
|
— |
|
— |
|
— |
|
19,481 |
|
37,014 |
|
— |
|
Impairment |
— |
|
(39,103) |
|
(91,180) |
|
(120,021) |
|
99,618 |
|
— |
|
(150,686) |
|
— |
|
Balance as of March 31, 2026 |
(796,156) |
|
(1,670,249) |
|
(6,274,684) |
|
(8,266,757) |
|
(602,877) |
|
(257,102) |
|
(17,867,825) |
|
(69,173) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
1,796,476 |
|
2,746,515 |
|
4,733,592 |
|
7,607,809 |
|
9,708,242 |
|
203,091 |
|
26,795,725 |
|
30,303 |
|
Balance as of March 31, 2026 |
1,842,657 |
|
3,100,798 |
|
4,953,831 |
|
7,874,923 |
|
9,906,914 |
|
270,742 |
|
27,949,865 |
|
30,740 |
| (i) | The remaining balance in the transfer line includes the amount of R$ 14,840 for recoverable taxes and R$ 11,778 for intangible assets. |
| 51 |
Notes to the condensed interim financial statement
(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 of January 1, 2026 |
1,763,889 |
|
30,268,295 |
|
247,422 |
|
193,451 |
|
3,111,404 |
|
574,363 |
|
931,540 |
|
37,090,364 |
|
31,117 |
|
Additions |
— |
|
— |
|
— |
|
— |
|
18,243 |
|
— |
|
12,761 |
|
31,004 |
|
— |
|
Write-offs |
— |
|
(17,607) |
|
— |
|
— |
|
— |
|
— |
|
(162) |
|
(17,769) |
|
— |
|
Transfers (i) |
— |
|
337,644 |
|
— |
|
— |
|
185 |
|
— |
|
12,709 |
|
350,538 |
|
69 |
|
Exchange differences |
(35,639) |
|
(2,409) |
|
4,289 |
|
(9,227) |
|
(60,763) |
|
— |
|
(9,473) |
|
(113,222) |
|
— |
|
Balance as of March 31, 2026 |
1,728,250 |
|
30,585,923 |
|
251,711 |
|
184,224 |
|
3,069,069 |
|
574,363 |
|
947,375 |
|
37,340,915 |
|
31,186 |
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
— |
|
(7,740,953) |
|
(88,060) |
|
(9,884) |
|
(1,973,136) |
|
— |
|
(571,705) |
|
(10,383,738) |
|
(19,402) |
|
Additions |
— |
|
(287,051) |
|
(1,738) |
|
(218) |
|
(65,602) |
|
(7,181) |
|
(20,443) |
|
(382,233) |
|
— |
|
Write-offs |
— |
|
14,029 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
14,029 |
|
— |
|
Transfers (i) |
— |
|
— |
|
— |
|
— |
|
(185) |
|
— |
|
— |
|
(185) |
|
(755) |
|
Exchange differences |
— |
|
2,409 |
|
(2,400) |
|
— |
|
5,899 |
|
— |
|
5,463 |
|
11,371 |
|
— |
|
Impairment |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(4,732) |
|
(4,732) |
|
— |
|
Balance as of March 31, 2026 |
— |
|
(8,011,566) |
|
(92,198) |
|
(10,102) |
|
(2,033,024) |
|
(7,181) |
|
(591,417) |
|
(10,745,488) |
|
(20,157) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2026 |
1,763,889 |
|
22,527,342 |
|
159,362 |
|
183,567 |
|
1,138,268 |
|
574,363 |
|
359,835 |
|
26,706,626 |
|
11,715 |
|
Balance as of March 31, 2026 |
1,728,250 |
|
22,574,357 |
|
159,513 |
|
174,122 |
|
1,036,045 |
|
567,182 |
|
355,958 |
|
26,595,427 |
|
11,029 |
| (i) | The amount indicated in the transfer line includes R$ 338,575 transferred to concession rights and R$ 11,778 transferred to fixed assets. |
|
|
Consolidated |
||
|
|
Period of three months ended March 31, |
||
|
|
2026 |
|
2025 |
|
Rumo Malha Sul S.A. |
(168,104) |
|
(285,608) |
|
Total |
(168,104) |
|
(285,608) |
Rumo Malha Sul S.A.
Extreme weather events that occurred in the second quarter of 2024 caused significant damage to the railway infrastructure of Rumo Malha Sul S.A. (“Rumo Malha Sul”), located in the state of Rio Grande do Sul. The extent of the damage, coupled with the high reconstruction costs, has created uncertainty regarding the renewal of the railway concession, whose initial expiration date is set for February 2027, although the subsidiary Rumo S.A. continues to make its best efforts in this process.
In the period ended March 31, 2026, Rumo Malha Sul identified persistent impairment indicators, fully recognizing the impairment loss on the asset arising from the railway concession. The total amount of the loss recognized in the period's results was R$ 168,104.
| 52 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Reconciliation of income tax and social contribution expenses:
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of three months ended March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Loss before taxes |
(749,889) |
|
(1,128,676) |
|
(167,195) |
|
(888,863) |
|
Income taxes at nominal rate (34%) |
254,962 |
|
383,750 |
|
56,846 |
|
302,213 |
|
Adjustments for calculating the effective rate |
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) |
39,716 |
|
(211,286) |
|
15,066 |
|
(380,799) |
|
Differences in tax rates on earnings from operating profit |
— |
|
— |
|
(104,267) |
|
(38,747) |
|
Granted income tax incentive |
— |
|
— |
|
79,616 |
|
76,708 |
|
Interest on shareholders’ equity |
— |
|
— |
|
(3,209) |
|
(2,254) |
|
Goodwill amortization effect |
— |
|
— |
|
318 |
|
318 |
|
Non-deductible expenses (donations, gifts, etc.) |
— |
|
— |
|
(2,584) |
|
(6,389) |
|
Tax losses not recorded |
(1,121,583) |
|
(877,245) |
|
(1,250,966) |
|
(1,058,913) |
|
Selic on indebtedness |
5,796 |
|
4,987 |
|
11,865 |
|
11,166 |
|
Rate differential (i) |
— |
|
— |
|
19,116 |
|
24,505 |
|
Other |
(12,352) |
|
40,575 |
|
415 |
|
25,657 |
|
Income tax and social contribution (current and deferred) |
(833,461) |
|
(659,219) |
|
(1,177,784) |
|
(1,046,535) |
|
|
|
|
|
|
|
|
|
|
Effective rate - % |
111.14% |
|
58.41% |
|
704.44% |
|
117.74% |
| (i) | Difference in tax rate between the nominal rate of 34% and the effective rate applicable to entities that calculate the tax under the presumed profit regime. |
| 53 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Deferred income tax assets and liabilities:
The tax effects of the temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are presented below:
|
|
Parent Company |
||||
|
|
December 31, 2025 |
|
Impact on the profit or loss |
|
March 31, 2026 |
|
Deferred tax assets from: |
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
1,180,030 |
|
(553,041) |
|
626,989 |
|
Provision for lawsuits |
61,215 |
|
(9,885) |
|
51,330 |
|
Provision for non- recoverability of taxes |
2,580 |
|
— |
|
2,580 |
|
Share-based payment transactions |
25,933 |
|
(9,190) |
|
16,743 |
|
Lease |
1,916 |
|
(156) |
|
1,760 |
|
Unrealized loss with derivatives |
271,198 |
|
(251,468) |
|
19,730 |
|
Provisions for profit sharing |
15,638 |
|
(10,546) |
|
5,092 |
|
Selic on undue payments |
48,160 |
|
— |
|
48,160 |
|
Other provisions |
263,165 |
|
28,545 |
|
291,710 |
|
Other |
23,156 |
|
(4,322) |
|
18,834 |
|
Total |
1,892,991 |
|
(810,063) |
|
1,082,928 |
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
Securities and bonds |
(31,434) |
|
31,434 |
|
— |
|
Effects on the formation of joint ventures |
(33,776) |
|
— |
|
(33,776) |
|
Provisions |
(449,153) |
|
— |
|
(449,153) |
|
Other |
— |
|
(52,381) |
|
(52,381) |
|
Total |
(514,363) |
|
(20,947) |
|
(535,310) |
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
1,378,628 |
|
(831,010) |
|
547,618 |
|
Deferred tax assets |
1,378,628 |
|
— |
|
547,618 |
|
Total deferred, net |
1,378,628 |
|
(831,010) |
|
547,618 |
| 54 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Consolidated |
||||||
|
|
|
December 31, 2025 |
|
Impact on the profit or loss |
|
Other comprehensive income |
|
March 31, 2026 |
|
Deferred tax assets from: |
|
|
|
|
|
|
|
|
|
Income taxes losses |
|
1,777,782 |
|
116,057 |
|
— |
|
1,893,839 |
|
Negative base of social contribution |
|
590,380 |
|
40,723 |
|
— |
|
631,103 |
|
Temporary differences |
|
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
|
1,366,606 |
|
(606,098) |
|
— |
|
760,508 |
|
Provision for lawsuits |
|
257,691 |
|
(23,956) |
|
— |
|
233,735 |
|
Impairment provision (Rumo Malha Oeste) |
|
30,547 |
|
(2,547) |
|
— |
|
28,000 |
|
Post-employment benefit obligation |
|
129,938 |
|
874 |
|
— |
|
130,812 |
|
Provisions for uncertain tax credits and tax losses |
|
53,662 |
|
(2,297) |
|
— |
|
51,365 |
|
Provision for non- recoverability of taxes |
|
68,210 |
|
(681) |
|
— |
|
67,529 |
|
Share-based payment transactions |
|
90,861 |
|
14,334 |
|
— |
|
105,195 |
|
Lease |
|
236,278 |
|
(33,283) |
|
— |
|
202,995 |
|
Unrealized loss with derivatives |
|
696,110 |
|
(125,287) |
|
— |
|
570,823 |
|
Fair value adjustment on debts |
|
32,268 |
|
(3,216) |
|
— |
|
29,052 |
|
Provisions for profit sharing |
|
118,658 |
|
(76,168) |
|
— |
|
42,490 |
|
Business combination - Intangible assets |
|
106,524 |
|
2,546 |
|
— |
|
109,070 |
|
Business combination – Property, plant and equipment |
|
1,854 |
|
— |
|
— |
|
1,854 |
|
Selic on undue payments |
|
73,113 |
|
(1,588) |
|
— |
|
71,525 |
|
Other provisions |
|
812,648 |
|
45,613 |
|
— |
|
858,261 |
|
Deferred tax on pre-operating income |
|
69,314 |
|
(4,412) |
|
— |
|
64,902 |
|
Useful life review |
|
— |
|
4,578 |
|
— |
|
4,578 |
|
Other |
|
170,404 |
|
(102,490) |
|
— |
|
67,914 |
|
Total |
|
6,682,848 |
|
(757,298) |
|
— |
|
5,925,550 |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
|
Exchange rate variation - Loans and borrowings |
|
(24,778) |
|
(74,845) |
|
— |
|
(99,623) |
|
Temporary differences |
|
— |
|
(29,593) |
|
— |
|
(29,593) |
|
Useful life review |
|
(839,880) |
|
(57,791) |
|
— |
|
(897,671) |
|
Business combination – fixed assets |
|
(174,359) |
|
11,055 |
|
— |
|
(163,304) |
|
Tax goodwill |
|
(609,096) |
|
33,400 |
|
— |
|
(575,696) |
|
Unrealized income with derivatives |
|
(400,672) |
|
(25,725) |
|
— |
|
(426,397) |
|
Fair value adjustment on debt |
|
(559,450) |
|
(40,641) |
|
— |
|
(600,091) |
|
Securities and bonds |
|
(31,437) |
|
31,437 |
|
— |
|
— |
|
Investment properties |
|
(567,263) |
|
(11,892) |
|
— |
|
(579,155) |
|
Goods intended for sale |
|
(11,906) |
|
11,906 |
|
— |
|
— |
|
Effects on the formation of joint ventures |
|
(33,776) |
|
— |
|
— |
|
(33,776) |
|
Business Combination – Intangible assets |
|
(4,902,079) |
|
40,463 |
|
— |
|
(4,861,616) |
|
Post-employment obligations |
|
(4,815) |
|
— |
|
— |
|
(4,815) |
|
Share-based payment transactions |
|
— |
|
(19,965) |
|
— |
|
(19,965) |
|
Lease |
|
(11,101) |
|
2,328 |
|
— |
|
(8,773) |
|
Provisions |
|
(449,153) |
|
— |
|
— |
|
(449,153) |
|
Other |
|
(484,440) |
|
(54,238) |
|
558 |
|
(538,119) |
|
Total |
|
(9,104,205) |
|
(184,101) |
|
558 |
|
(9,287,747) |
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
|
(2,421,357) |
|
(941,399) |
|
558 |
|
(3,362,197) |
|
Deferred tax assets |
|
3,703,864 |
|
— |
|
— |
|
2,766,337 |
|
Deferred tax liabilities |
|
(6,125,221) |
|
— |
|
— |
|
(6,128,534) |
|
Total deferred, net |
|
(2,421,357) |
|
— |
|
— |
|
(3,362,197) |
| 55 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Uncertainties regarding the treatment of income tax
The Company is engaged in administrative and judicial discussions with the tax authorities in Brazil regarding certain interpretations and positions adopted in the calculation of Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”). The final determination of these issues is uncertain and may be influenced by factors beyond the Company's control, such as changes in case law and modifications to tax legislation.
In accordance with ICPC 22 (IFRIC 23) - Uncertainty Regarding the Treatment of Income Taxes, the Company assesses, for each uncertain tax position, whether it is probable that the tax authority will accept the treatment adopted or planned in the calculation of taxes.
Only in cases where the Company concludes that acceptance of the tax treatment by the competent authority is unlikely are the effects of uncertainty recognized, basis on the best method for predicting the resolution of the issue — either the most probable value or the expected value.
The tax positions adopted by the Company are supported by opinions from specialized legal advisors. The Company is subject to review by the tax authorities regarding income tax for a period of up to ten years, depending on the jurisdiction in which it operates.
As of March 31, 2026, the total amount of assessments under dispute with the tax authorities related to these matters, for which it is probable that the tax authority will accept the uncertain tax treatment, was R$ 1,532,715 at the Parent Company (R$ 1,509,117 as of December 31, 2025) and R$ 6,023,599 in the Consolidated (R$ 6,859,878 as of December 31, 2025).
Regarding probable tax contingencies, the Company has tax assessments issued by the Brazilian Federal Revenue Service and judicial proceedings related to: (a) disallowance of amortization of goodwill expenses based on expected future profitability arising from corporate transactions; (b) capital gain on the sale of an equity interest; (c) labor provisions; and (d) rectification of offsetting declarations due to partial restitution of credits subject to the offset request.
a) Probable losses and judicial deposits:
|
|
Judicial deposits |
||||||
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Tax |
325,549 |
|
324,792 |
|
780,688 |
|
769,351 |
|
Civil, environmental and regulatory |
15,934 |
|
15,707 |
|
179,516 |
|
182,809 |
|
Labor |
11,298 |
|
11,405 |
|
120,918 |
|
120,822 |
|
Total |
352,781 |
|
351,904 |
|
1,081,122 |
|
1,072,982 |
|
|
Provision for legal proceedings |
||||||
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Tax |
174,287 |
|
204,827 |
|
721,304 |
|
694,524 |
|
Civil, environmental and regulatory |
57,680 |
|
55,721 |
|
939,669 |
|
907,205 |
|
Labor |
34,068 |
|
34,627 |
|
491,071 |
|
456,393 |
|
Total |
266,035 |
|
295,175 |
|
2,152,044 |
|
2,058,122 |
| 56 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The movement of provisions for legal proceedings during the fiscal year was as follows:
|
|
Parent Company |
||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as of December 31, 2025 |
204,827 |
|
55,721 |
|
34,627 |
|
295,175 |
|
Provisioned in the period |
420 |
|
2,072 |
|
71 |
|
2,563 |
|
Write-offs by reversal / payment |
(18,720) |
|
(1,718) |
|
(886) |
|
(21,324) |
|
Interest (i) |
(12,240) |
|
1,605 |
|
256 |
|
(10,379) |
|
Balance as of March 31, 2026 |
174,287 |
|
57,680 |
|
34,068 |
|
266,035 |
|
|
Consolidated |
||||||
|
|
Tax |
|
Civil, environmental and regulatory |
|
Labor |
|
Total |
|
Balance as of December 31, 2025 |
694,524 |
|
907,205 |
|
456,393 |
|
2,058,122 |
|
Provisioned in the year |
32,595 |
|
23,870 |
|
32,194 |
|
88,659 |
|
Write-offs by reversal / payment |
(19,535) |
|
(35,426) |
|
(26,894) |
|
(81,855) |
|
Interest (i) |
13,720 |
|
44,020 |
|
29,378 |
|
87,118 |
|
Balance as of March 31, 2026 |
721,304 |
|
939,669 |
|
491,071 |
|
2,152,044 |
| (i) | Includes interest rate reduction due to reversal. |
The Company has debts secured by assets or through cash deposits, bank guarantees, or surety bonds.
The Company holds additional indemnification claims beyond those mentioned, which, being considered probable, were not recorded as they represent contingent assets .
Tax
The main tax litigation cases for which the risk of loss is considered likely are described below:
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Compensation with FINSOCIAL |
— |
|
— |
|
355,177 |
|
351,539 |
|
INSS |
86,927 |
|
85,630 |
|
119,330 |
|
117,264 |
|
ICMS credit |
27,162 |
|
55,432 |
|
128,868 |
|
104,889 |
|
PIS and COFINS |
1,493 |
|
5,253 |
|
2,342 |
|
6,081 |
|
IPI |
23,676 |
|
23,449 |
|
23,676 |
|
23,449 |
|
Other |
35,029 |
|
35,063 |
|
91,911 |
|
91,302 |
|
Total |
174,287 |
|
204,827 |
|
721,304 |
|
694,524 |
| 57 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Labor
The Company and its subsidiaries are named as defendants in several labor lawsuits filed by former employees and outsourced service providers. The claims include demands for additional compensation and various types of damages.
Additionally, the Company is a party to public civil actions filed by the Labor Prosecutor's Office, related to alleged violations of labor standards, working conditions, and the work environment. Regarding the allegations found to be valid, the Company has entered into Settlement Agreements (“TACs”) with the competent authorities.
Civil, Environmental and Regulatory
The Company and its subsidiaries are parties to several indemnification lawsuits, public civil actions, and administrative proceedings. Individually, these proceedings are not considered significant, and, basis on the assessment of its legal advisors, the risk of loss is classified as probable.
b) Possible losses
The following describes the main processes for which the risk of loss is considered possible:
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Tax |
3,308,802 |
|
3,365,322 |
|
8,381,163 |
|
8,392,969 |
|
Civil |
725,507 |
|
708,679 |
|
3,225,320 |
|
3,227,973 |
|
Environmental |
61,099 |
|
61,183 |
|
1,660,118 |
|
1,618,201 |
|
Regulatory |
763 |
|
744 |
|
2,170,030 |
|
2,018,722 |
|
Labor |
15,728 |
|
15,513 |
|
815,778 |
|
814,364 |
|
Total |
4,111,899 |
|
4,151,441 |
|
16,252,409 |
|
16,072,229 |
Tax
|
|
Parent Company |
|
Consolidated |
||||
|
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
|
Isolated fine - Federal tax |
— |
|
— |
|
863,598 |
|
856,908 |
|
ICMS -Tax on circulation of goods |
1,294,329 |
|
1,278,584 |
|
3,048,086 |
|
3,021,717 |
|
IRRF |
— |
|
— |
|
938,440 |
|
925,890 |
|
PIS and COFINS |
1,173,607 |
|
1,164,986 |
|
1,933,479 |
|
1,888,292 |
|
MP 470 installment of debts |
284,520 |
|
281,285 |
|
284,520 |
|
281,285 |
|
Stock Grant Plan |
— |
|
— |
|
33,818 |
|
33,387 |
|
IOF on loans |
— |
|
— |
|
69,290 |
|
68,168 |
|
Reward credit compensation |
163,662 |
|
162,357 |
|
163,662 |
|
162,357 |
|
IPI - Tax on industrialized products |
90,593 |
|
179,205 |
|
258,004 |
|
381,282 |
|
INSS |
125,351 |
|
124,993 |
|
211,924 |
|
209,118 |
|
IPTU - Urban Property Tax |
— |
|
— |
|
147,206 |
|
143,077 |
|
Other |
176,740 |
|
173,912 |
|
429,136 |
|
421,488 |
|
Total |
3,308,802 |
|
3,365,322 |
|
8,381,163 |
|
8,392,969 |
| 58 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Treasury shares
In January 2026, the Company repurchased 52,611,312 shares of its own issuance for a total amount of R$ 270,533, resulting in an average cost of R$ 5.14 per share.
In March 2026, the Company sold 10,146,000 shares of its own issuance for a total amount of R$ 54,026, at an average cost of R$ 5.32 per share. Of this amount, R$ 31,984 was received in the period ended March 31, 2026, and R$ 22,042 was received on April 2, 2026.
Additionally, in April 2026, the Company sold 21,930,500 shares at an average cost of R$ 5.41 per share, totaling R$ 118,540.
As of March 31, 2026, the Company held 47,618,410 treasury shares (7,142,335 shares as of December 31, 2025), with a market price of R$ 5.38 per share.
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 March 31, |
||
|
|
|
2026 |
|
2025 |
|
Loss attributable to holders of common share of the Company used in the calculation of basic earnings per share |
|
(1,583,350) |
|
(1,787,895) |
|
Diluting effect of the share-based plan of subsidiaries |
|
(22) |
|
— |
|
Loss attributable to holders of common share of the Company used in the calculation of diluted earnings per share |
|
(1,583,372) |
|
(1,787,895) |
|
|
|
|
|
|
|
Weighted average of the number of common shares incirculation – basic (in thousands of shares) |
|
|
|
|
|
Basic |
|
3,916,194 |
|
1,858,633 |
|
Share repurchases |
|
(67,382) |
|
(379) |
|
Diluted |
|
3,848,812 |
|
1,858,254 |
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
Basic |
|
R$(0.40) |
|
R$(0.96) |
|
Diluted |
|
R$(0.41) |
|
R$(0.96) |
Diluting instruments
Share repurchase plan: 67,381,590 shares related to the Company's share buyback 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: 8,375,886 shares (4,932,983 as of March 31, 2025) related to the Company's share-based payment plan were analyzed for the calculation of diluted earnings per share. However, these shares did not impact the calculation of diluted earnings per share for the three-month period ended March 31, 2026, as their potential effect would be to increase earnings per share (or reduce loss per share), thus acting as anti-dilutive shares.
| 59 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following table demonstrates the breakdown of gross revenue from the sale of products and services by the Company:
|
Consolidated |
||||
|
Period of three months ended March 31, |
||||
|
2026 |
|
2025 |
||
|
Gross revenue from the sale of products and services |
10,272,561 |
|
11,125,516 |
|
|
Construction revenue |
359,198 |
|
304,129 |
|
|
Indirect taxes and other deductions |
(1,602,959) |
|
(1,767,044) |
|
|
Net sales |
9,028,800 |
|
9,662,601 |
|
The following table presents the revenue broken down by product and service lines, and by recognition time:
|
Consolidated |
|||
|
Period of three months ended March 31, |
|||
|
2026 |
|
2025 |
|
|
At a point in time |
|
|
|
|
Natural gas distribution |
2,240,567 |
|
3,427,126 |
|
Lubricants, base oil and other |
2,311,170 |
|
2,186,872 |
|
Lease and sale of property |
127,622 |
|
152,078 |
|
Other |
563,904 |
|
478,393 |
|
5,243,263 |
|
6,244,469 |
|
|
Over time |
|
|
|
|
Railroad transportation services |
3,083,087 |
|
2,794,094 |
|
Construction revenue |
359,198 |
|
304,129 |
|
Container operations |
199,216 |
|
172,656 |
|
Container operations |
145,357 |
|
154,710 |
|
3,786,858 |
|
3,425,589 |
|
|
|
|
|
|
|
Eliminations |
(1,321) |
|
(7,457) |
|
|
|
|
|
|
Total net sales |
9,028,800 |
|
9,662,601 |
| 60 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Expenses are presented in the income statement by function. The reconciliation of revenues, costs, and expenses by nature/purpose is as follows:
| Parent Company | Consolidated | |||||||
| Period of three months ended March 31, | ||||||||
|
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Raw materials |
|
— |
|
— |
|
(1,770,750) |
|
(1,725,699) |
|
Commodity cost (natural gas) |
|
— |
|
— |
|
(1,530,589) |
|
(2,790,919) |
|
Railroad transport and port elevation expenses |
|
— |
|
— |
|
(792,449) |
|
(627,753) |
|
Other transport |
|
— |
|
— |
|
(113,530) |
|
(78,055) |
|
Depreciation and amortization |
|
(5,396) |
|
(4,713) |
|
(971,396) |
|
(967,894) |
|
Personnel expenses |
|
(16,187) |
|
(54,097) |
|
(818,726) |
|
(779,127) |
|
Construction cost |
|
— |
|
— |
|
(359,198) |
|
(304,129) |
|
Third-party services expenses |
|
(18,572) |
|
(13,160) |
|
(224,102) |
|
(175,554) |
|
Business expenses |
|
(10) |
|
(13) |
|
(1,587) |
|
(102,683) |
|
Cost of properties sold |
|
— |
|
— |
|
— |
|
(9,163) |
|
Other |
|
(5,774) |
|
14,046 |
|
(361,917) |
|
(206,017) |
|
|
|
(45,939) |
|
(57,937) |
|
(6,944,244) |
|
(7,766,993) |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
— |
|
— |
|
(5,953,019) |
|
(6,791,905) |
|
Selling expenses |
|
— |
|
— |
|
(443,814) |
|
(440,056) |
|
General and administrative expenses |
|
(45,939) |
|
(57,937) |
|
(547,411) |
|
(535,032) |
|
Total |
|
(45,939) |
|
(57,937) |
|
(6,944,244) |
|
(7,766,993) |
|
|
Parent Company |
|
Consolidated |
||||
|
|
Period of three months ended March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Tax credits |
— |
|
— |
|
— |
|
3,017 |
|
Result on disposals and write-offs of fixed and intangible assets |
— |
|
— |
|
19,515 |
|
4,194 |
|
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 |
(5,138) |
|
(35,589) |
|
(82,202) |
|
(84,992) |
|
Agreement on the assumption of rights and obligations - Moove |
(35,082) |
|
— |
|
— |
|
— |
|
Result of commercial operations (i) |
— |
|
— |
|
324,355 |
|
323,598 |
|
Contractual agreement and others |
— |
|
— |
|
— |
|
87,487 |
|
Other income |
8,814 |
|
2,849 |
|
35,583 |
|
129,886 |
|
Net impairment loss (Note 7.3) |
— |
|
— |
|
(168,104) |
|
(285,608) |
|
Other |
(1,992) |
|
277 |
|
(62,302) |
|
(145,448) |
|
|
(33,398) |
|
173,925 |
|
66,845 |
|
238,522 |
| (i) | This refers, substantially, to the contractual agreement with a supplier due to the nonuse 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 a load optimization transaction for certain commercial contracts, within the scope of executing the commercial strategy in the ordinary course of its business. |
| 61 |
Notes to the condensed interim financial statement
(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 March 31, |
||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
Cost of gross debt |
|
|
|
|
|
|
|
|
Interest on debt |
(475,390) |
|
(504,981) |
|
(1,673,953) |
|
(1,733,005) |
|
Interest on the obligation to repurchase shares of subsidiaries |
(144,553) |
|
— |
|
(144,553) |
|
— |
|
Monetary and exchange rate variation |
101,049 |
|
652,189 |
|
671,835 |
|
1,802,738 |
|
Derivatives and fair value measurement |
(482,292) |
|
(1,105,971) |
|
(1,157,276) |
|
(2,024,379) |
|
Amortization of borrowing costs |
(36,549) |
|
(71,011) |
|
(326,012) |
|
(344,843) |
|
Discounts obtained from financial operations |
— |
|
— |
|
— |
|
195,222 |
|
Guarantees and warranties |
— |
|
— |
|
(4,047) |
|
(4,514) |
|
|
(1,037,735) |
|
(1,029,774) |
|
(2,634,006) |
|
(2,108,781) |
|
Income from financial investments and exchange rate in cash and cash equivalents |
313,779 |
|
165,328 |
|
730,448 |
|
626,054 |
|
Changes in fair value of investments in listed entities |
12,546 |
|
22,703 |
|
12,546 |
|
22,703 |
|
|
326,325 |
|
188,031 |
|
742,994 |
|
648,757 |
|
|
|
|
|
|
|
|
|
|
Cost of debt, net |
(711,410) |
|
(841,743) |
|
(1,891,012) |
|
(1,460,024) |
|
|
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
|
Interest on other receivables |
3,487 |
|
26,572 |
|
217,057 |
|
166,693 |
|
Update of other financial assets |
(103,815) |
|
— |
|
(103,815) |
|
— |
|
Leases and concessions agreements |
— |
|
— |
|
(134,592) |
|
(114,204) |
|
Interest on leases |
(472) |
|
(662) |
|
(159,791) |
|
(158,954) |
|
Interest on shareholder's equity |
— |
|
— |
|
(193) |
|
— |
|
Interest on contingencies and contracts |
(4,930) |
|
(41,418) |
|
(181,036) |
|
(188,403) |
|
Interest on sectorial assets and liabilities |
— |
|
— |
|
(23,183) |
|
(21,657) |
|
Bank charges and other |
(12,350) |
|
(15,321) |
|
(35,827) |
|
(39,956) |
|
Foreign exchange, net |
42,126 |
|
249,338 |
|
(50,517) |
|
(86,490) |
|
|
(75,954) |
|
218,509 |
|
(471,897) |
|
(442,971) |
|
|
|
|
|
|
|
|
|
|
Financial result, net |
(787,364) |
|
(623,234) |
|
(2,362,909) |
|
(1,902,995) |
|
|
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
|
Finance expense |
(891,006) |
|
(763,961) |
|
(2,848,174) |
|
(2,713,642) |
|
Finance income |
345,462 |
|
224,542 |
|
1,016,676 |
|
1,037,901 |
|
Exchange variation, net |
281,893 |
|
1,079,284 |
|
702,518 |
|
1,793,964 |
|
Derivatives |
(523,713) |
|
(1,163,099) |
|
(1,233,929) |
|
(2,021,218) |
|
Financial result, net |
(787,364) |
|
(623,234) |
|
(2,362,909) |
|
(1,902,995) |
| 62 |
Notes to the condensed interim financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The change in number of share is as follows:
|
|
|
Parent Company |
|
Consolidated |
|
Balance as of December 31, 2025 |
|
12,301,070 |
|
19,624,296 |
|
Exercised/ cancels/ other |
|
(2,730,309) |
|
(2,789,773) |
|
Balance as of March 31, 2026 |
|
9,570,761 |
|
16,834,523 |
b) Expense recognized in profit or loss
Share-based compensation expenses included in the income statement for the period ended March 31, 2026, were R$ 19,813 (R$ 23,892 as of March 31, 2025).
The subsequent events below are detailed in Note 2:
| • | Treasury share sale (Note 10(a)) |
Initial public offering (IPO) of Compass
shares
On April 27, 2026, the Company’s Board of Directors approved a secondary public offering of common shares, registered, book-entry, and with no par value, issued by its indirect subsidiary Compass Gás e Energia S.A. (“Compass”), registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, or “CVM”), with restricted placement efforts abroad. The transaction was structured in conjunction with Compass’s migration to B3’s Novo Mercado special listing segment, under the trading symbol “PASS3."
The offering included the sale of 100,892,857 common shares held by the selling shareholders, including the Company. The transaction also included an additional allotment and an overallotment option, the latter intended for price stabilization for up to 30 days, in accordance with applicable regulations. Pricing occurred on May 7, 2026, at R$28.00 per share, and financial settlement took place on May 12, 2026.
Considering the base offering and the additional allotment, the Company received net proceeds of R$2,081,326 from the sale of 76,785,715 shares. As this was an exclusively secondary offering, Compass did not receive any new proceeds, and its share capital remained unchanged.
Management assessed that, following the completion of the transaction, and considering the volume effectively placed, the Company retained control of Compass. Accordingly, the accounting effects of the sale continue to be recognized as an equity transaction, with the difference between the consideration received and the proportional share of net assets sold recorded directly in equity, with no impact on profit or loss for the period.
On April 27, 2026, the partial and disproportionate spin-off of Cosan Dez Participações S.A. (“Cosan Dez”) was approved, with the net assets transferred to Compass. The spun-off assets consisted exclusively of an equity interest in Compass shares and were contributed to the Company as a result of the transaction. Compass issued 142,838,019 new common shares to the Company, corresponding to approximately 20% of its share capital, a stake previously held indirectly by the Company through Cosan Dez. The transaction constituted an internal corporate reorganization within the Cosan group, with no impact on the Company’s share capital or equity, and the Company now holds a direct interest of approximately 20% in Compass.
| 63 |
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: May 14, 2026
|
COSAN S.A. |
||
|
By: |
/s/ Rafael Bergman |
|
|
|
Name: Rafael Bergman |
|
|
|
Title: Chief Financial Officer |
|