6-K
Cosan S.A. (CSAN)
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 March 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 ☒
cosan
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Table of Contents
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Cosan S.A.
Management Report 2025
Cosan S.A. (“Cosan” or “Company”) submits for consideration by its shareholders the Management Report regarding the activities performed in the fiscal year ended December 31, 2025. The results are presented in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS). Unless otherwise indicated, the comparisons presented in this report consider 2025 versus 2024.
The Company also provides a detailed version of its Financial Statements and its 4Q25 and 2025 earnings release on its website: https://www.cosan.com.br/en/
1. Management Message
We concluded 2025 amid a still challenging macroeconomic environment in Brazil. Despite this backdrop, we were able to take fundamental steps towards strengthening Cosan’s capital structure and reducing leverage. We completed the capitalization process and welcomed new strategic shareholders, reinforcing our governance framework and providing long-term capital stability.
Across our business portfolio, following a year marked by significant challenges, our controlled companies demonstrated resilience and adaptability in their operational results, which are detailed in Section C. Portfolio Performance of the 4Q25 and 2025 earnings release.
We started 2026 with a simplified organizational structure and the execution of debt prepayments totaling approximately R$6.2 billion. At Compass, we announced the intention to carry out a secondary public equity offering, with a focus on further advancing the reduction of Cosan’s indebtedness.
2. Annual Results
Cosan Consolidated
Below we present Cosan’s consolidated accounting results for 2025 and its business units. With the exception of Raízen (a joint venture formed between Cosan and Shell which is accounted via equity pickup method), all other information reflects the full consolidation (100%) of the subsidiaries’ results, regardless of Cosan’s stake. For further information, see Note 9 – “Investment in Subsidiaries and Associates” of the individual and consolidated financial statements as of December 31, 2025 (“Financial Statements”).
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It is important to clarify that the Cosan Corporate segment represents the Company’s corporate structure, which comprises: (i) senior management and corporate teams that incur G&A and other operating expenses (revenues), including pre-operating investments; (ii) equity pickup results from investments; and (iii) financial results attributable to cash and debt at the holding company level, intermediate holding companies (Cosan Nove and Cosan Dez), and offshore financial entities, among other expenses, as detailed in Notes 1 and 4 to the Financial Statements. The tables below reflect the complete information disclosed in the Company’s Financial Statements.
| Statement of income for the fiscal year - BRL mln | 2025 | 2024 | Change |
|---|---|---|---|
| Net sales revenue | 40,419 | 43,951 | -8% |
| Cost of sales | (27,243) | (30,236) | -10% |
| Gross profit | 13,176 | 13,715 | -4% |
| Selling expenses | (4,378) | (4,421) | -1% |
| Other operation income (expenses), net | 3,161 | 1,550 | n/a |
| Impairment loss | (1,494) | (3,155) | -53% |
| Interest in earnings of investees for subsidiaries and associates | 220 | 1,719 | -87% |
| Interest in earnings of investees of jointly controlled entities | (10,885) | (1,230) | n/a |
| Impairment loss in an associate | — | (4,672) | n/a |
| Financial results | (7,791) | (8,750) | -11% |
| Income tax | (2,203) | (3,191) | -31% |
| Operation discontinued. | — | 274 | n/a |
| Profit (loss) of the year | (10,194) | (8,162) | 25% |
| Profit (loss) for the year attributed to: | |||
| Non-controlling interests | (472) | 1,262 | n/a |
| Owners of the Company | (9,722) | (9,424) | 3% |
| Profit (loss) for the period | (10,194) | (8,162) | 25% |
Information by Segment:
| Results by business unit | Raízen | Compass | Moove | Rumo | Radar | Cosan Corporate | Deconsolidation of a Joint Venture | Eliminations between segments | Consolidated |
|---|---|---|---|---|---|---|---|---|---|
| 2025 | |||||||||
| Net sales revenue | 232,247 | 16,604 | 9,320 | 13,848 | 654 | 3 | (232,247) | (11) | 40,419 |
| Cost of sales | (223,040) | (12,573) | (7,036) | (7,562) | (82) | – | 223,040 | 11 | (27,243) |
| Gross profit | 9,207 | 4,031 | 2,284 | 6,286 | 572 | 3 | (9,207) | – | 13,176 |
| Selling expenses | (8,386) | (1,079) | (2,217) | (696) | (96) | (290) | 8,386 | – | (4,378) |
| Other operation income (expenses), net | (1,469) | 658 | 916 | 123 | 1,309 | 155 | 1,469 | – | 3,161 |
| Impairment loss | (6,497) | – | – | (1,228) | – | (266) | 6,497 | – | (1,494) |
| Net Financial results | (9,130) | (1,638) | (322) | (3,025) | 63 | (2,870) | 9,130 | – | (7,791) |
| Interest in earnings of investees for subsidiaries and associates | (24) | 116 | – | 102 | – | 2,275 | 24 | (2,273) | 220 |
| Interest in earnings of investees of jointly controlled entities | (178) | – | – | (7) | – | (10,878) | 178 | – | (10,885) |
| Income tax | (5,839) | (629) | (104) | (689) | (186) | (595) | 5,839 | – | (2,203) |
| Profit (loss) of the year | (22,315) | 1,460 | 558 | 865 | 1,661 | (12,465) | 22,315 | (2,273) | (10,194) |
| Profit (loss) for the year attributed to: | |||||||||
| Non-controlling interests | (58) | 330 | 168 | 608 | 1,165 | (2,743) | 58 | – | (472) |
| Owners of the Company | (22,257) | 1,130 | 390 | 257 | 496 | (9,722) | 22,257 | (2,273) | (9,722) |
| Profit (loss) of the year | (22,315) | 1,460 | 558 | 865 | 1,661 | (12,465) | 22,315 | (2,273) | (10,194) |
Note: Although Raízen SA is a joint venture recorded using the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column "Deconsolidation of a Joint Venture".
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Below we present the material changes in the income statement:
Net Revenue
Cosan’s consolidated net operating revenue totaled R$40.4 billion in 2025, representing an 8% decrease compared to 2024. The main factors contributing to this variation by segment are described below:
Rumo recorded net operating revenue of R$13.8 billion in 2025, remaining virtually stable compared to 2024, due to a combination of operational and market-related factors. Performance reflected higher transported volumes, despite a reduction in the average tariff. The main growth driver was the Northern Operation, with emphasis on the contribution from new logistics flows of pulp, liquid fuels, and bauxite, as well as higher volumes transported in the grain portfolio.
At Compass, net operating revenue totaled R$16.6 billion in 2025, 10% lower in comparison to R$18.4 billion in 2024, mainly reflecting the migration of customers from the regulated market to the free market.
Moove reported net operating revenue of R$9.3 billion in 2025, a 9% decrease versus the prior year. This performance was primarily impacted by lower lubricant sales, reflecting operational impacts resulting from the fire at the Rio de Janeiro plant. Despite the adverse scenario, the company sought to mitigate impacts through portfolio management strategies and optimization of the product mix, aiming to maintain competitiveness and operational efficiency.
At Radar, net operating revenue reached R$654 million in 2025, representing a reduction compared to R$1.4 billion in 2024, mainly reflecting the lower number of agricultural properties sold from the portfolio compared to the previous year.
Cost of sales
The cost of sales provided by Cosan’s subsidiaries totaled R$27.2 billion in the fiscal year ended, representing a 10% decrease compared to 2024. This reduction mainly reflects: (i) at Compass, the impact of customer migration from the regulated to the free market; (ii) at Radar, an 89% reduction in operating costs due to the lower number of agricultural property sales in 2025; and (iii) at Moove, a 4% decrease in operating costs, reflecting the impacts of the fire that occurred in 2025 at the Rio de Janeiro plant.
Gross profit
Based on the results presented, Cosan recorded gross profit of R$13.2 billion in 2025, 4% lower than the previous year. This decline was mainly driven by the performance of the Moove segment, which was significantly impacted as described above. Additionally, the Radar segment also contributed to the reduction in gross profit due to a reduction in the number of agricultural property sales during the year compared to the prior year.
Selling, General, Administrative Expenses, Other operating income (expenses) and Impairment
Consolidated selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$ 2.7 billion in 2025, representing a reduction compared to the prior period, mainly impacted by the following factors:
At Rumo, selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$1.8 billion in 2025 (-55%). This performance reflects continuous control of fixed costs and efficiency gains in personnel and operational management, in line with the company’s operational discipline and cost optimization strategy. Additionally, results were positively impacted by compensation for loss of profits related to the Southern Operation, recognition of tax credits, and impairment losses.
At Moove, selling, general and administrative expenses and other income totaled R$1.3 billion in 2025, with the reduction mainly driven by the other income line, reflecting the receipt of compensation for lost profits and property damage related to the fire that occurred in early 2025 at the Rio de Janeiro plant.
At Cosan Corporate, selling, general and administrative expenses, other operating income (expenses), and impairment losses totaled R$401.2 million, representing a 54% decrease compared to the same period of the previous year, mainly due to: (i) reduction in costs associated with the Long-Term Incentive Program, reflecting the decline in the share price; (ii) the the accrual of cost sharing from businesses activities centrally performed; and (ii) the impact of the partial divestment of the stake in Vale carried out in 2024.
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Financial Result
In 2025, Cosan’s consolidated financial result totaled an expense of R$7.8 billion, compared to an expense of R$8.8 billion in 2024. This reduction is mainly explained by:
At Rumo, the financial result totaled R$3.0 billion (+17%), mainly impacted by the higher net debt cost, reflecting increased leverage and the effect of a higher average CDI. Higher interest rates also contributed to an increase in the monetary variation of concession liabilities. Other financial income was positively impacted by higher capitalization of interest on ongoing investment projects.
At Compass, the financial result reached R$ 1.6 billion in 2025, representing a 92% increase versus the prior year, mainly driven by higher debt costs, increased interest rates, and a non-recurring effect in 2024, as detailed in Note 32 to Compass’ Financial Statements.
At Cosan Corporate, the financial result amounted to R$2.9 billion in 2025, a 44% decrease compared to 2024, mainly reflecting:
(i) the positive result from foreign exchange variation on bonds and the lower impact of interest expenses, thanks to the reduction in gross debt; and (ii) higher cash balance resulting from the follow-on offering at Cosan and the sale of a partial stake in Rumo, carried out in November and December 2025, respectively, in addition to a higher interest rate environment.
Equity Pickup
Equity pickup results were negative R$10.7 billion in 2025, compared to negative R$4.2 billion in 2024, mainly due to the non-recurring and non-cash recognition of impairment losses on certain Raízen’s assets, recorded due to the application of accounting procedures arising from significant uncertainty regarding its ability to continue (going concern).
Income Tax and Social Contribution
As of December 31, 2025, income tax and social contribution expenses totaled R$2.2 billion, 31% lower in comparison to R$3.2 billion in 2024. The effective tax rate was 27.6% in 2025, compared to 60.8% in the prior year. This reduction mainly reflects tax losses and unrecognized temporary differences totaling R$2.4 billion, representing a 44% decrease compared to 2024, which also included the write-off of tax losses from prior periods at the parent company level.
Profit (loss)
Cosan ended 2025 with a consolidated net loss of R$10.2 billion, representing a negative variation of R$2.0 billion compared to 2024, mainly reflecting the accounting recognition of the recoverable amount of certain assets at Raízen.
3. Proposal for allocation of the Company's results for the fiscal year ended December 31, 2025
The allocation of results will be submitted for deliberation at the next Annual General Meeting, in accordance with Note 17 to the Financial Statements.
4. Human capital
Safety and well-being remain priorities for the Company, with a permanent ambition of zero accidents. In this context, the LTIF¹ safety indicator was 0.282 in 2025, remaining stable compared to 2024. Cosan and its investee companies continue to focus on maintaining high safety standards in their operations, with ongoing investments in training, technology, and safe practices, as well as health benefits that reinforce care for people’s physical and mental well-being.
The Development agenda was strengthened through structured programs and initiatives aimed at expanding capabilities, developing leadership, and supporting employee growth, connecting people development with the Company’s strategic business priorities.
In terms of Diversity, partnerships with the Forum of Companies and LGBTI+ Rights and the Business Initiative for Racial Equality were maintained, and a new partnership was established with Movimento Mulher 360º, further strengthening the Company’s actions related to equity and inclusion.
At the end of 2025, Cosan’s administrative structure underwent a simplification process, resulting in a significant reduction in headcount. This movement led to a greater transfer of activities from the holding company to the operating entities.
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In compliance with Law No. 15,177/2025, which amends Law No. 6,404/1976, the Company presents:
| Employed women by hierarchical level | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | Proportion | Amount | Proportion | |
| Board of Directors and above | 4 | 44% | 5 | 50% |
| Management | 7 | 30% | 14 | 44% |
| Coordination | 26 | 79% | 31 | 66% |
| Administrative | 29 | 66% | 37 | 60% |
| Internship | 3 | 50% | 3 | 75% |
| Women holding positions in Cosan's management | 2025 | 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | Proportion | Amount | Proportion | |
| Board of Directors | 1 | 13% | 2 | 22% |
| Statutory Directors | 1 | 33% | 1 | 25% |
| Proportion of women's remuneration relative to men's remuneration by hierarchical level^1^ | 2025 | 2024 | ||
| --- | --- | --- | ||
| Board of Directors and above | 127.7% | 96.8% | ||
| Management | 88.5% | 90.4% | ||
| Coordination | 96.8% | 101.2% | ||
| Administrative | 96.4% | 88.4% | ||
| Internship | 100.0% | 100.0% |
Note: (1) Amounts consider annual compensation, including an estimate of short-term variable compensation. To ensure comparability, only employees who worked the full 12 months of the year were considered. There are differences in hierarchical level, seniority, tenure, performance, among other factors, among employees grouped within the same classification. The segmentation considers a minimum number of employees of both genders in each group; however, highly specific roles in which there are employees of only one gender were not included.
Note:(2) Lost time injury frequency = Number of accidents per million hours worked.
Cosan reiterates its commitment to promoting gender equity, in line with the guidelines of its Diversity, Equity and Inclusion Policy, and reinforces that it fosters an internal culture that promotes and respects the values and needs of all people, without distinction of color, gender, religion, culture, sexual orientation, physical condition, appearance, or age.
5. Capital Market & Corporate Governance
In 2005, Cosan entered the capital markets, with its shares listed on the Novo Mercado segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), under the ticker CSAN3. Cosan also has American Depositary Shares (ADSs) traded on the New York Stock Exchange (NYSE) since March 2021.
In November 2025, the Company’s controlling shareholders, Aguassanta Investimentos S.A. and Queluz Holding Limited, investment vehicles of the family of Mr. Rubens Ometto Silveira Mello, entered into a shareholders’ agreement with BTG Pactual Holding and Perfin Infraestrutura (together, the “Investors”), and the Company also carried out two primary public offerings of common shares, raising R$ 10.5 billion, with the objective of strengthening its capital structure and reducing holding company indebtedness. The new Investors are strategic business groups with diversified investments, including in infrastructure, and aim to contribute to the enhancement of corporate governance and to the execution of the Company’s long-term strategy.
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Following the public offerings mentioned above, as of December 31, 2025, Cosan’s share capital was represented by 3,966,570,932 registered, book-entry common shares with no par value, all of which carry voting rights, in accordance with the Novo Mercado regulations of B3.
Management remains committed to the continuous evolution of the Company’s governance environment. The Board of Directors is supported by committees that address the Company’s priority matters, including the Fiscal Council and the Statutory Audit Committee, both of which operate independently from Management. Cosan also has a dedicated area responsible for risk management, information security, internal controls, and internal audit, which strengthens governance at the holding company level and provides support to the companies in our portfolio.
In addition, Cosan adopts best market practices and procedures with the objective of complying with applicable legislation and regulations, as well as with the rules set forth in its Code of Conduct and policies related to the prevention, detection, and mitigation of misconduct, fraud, corruption, bribery, irregularities, and unlawful acts, especially in dealings with the Public Administration. The Code of Conduct is available on the Company’s website (https://www.cosan.com.br/en/).
6. Commitment to Sustainability
Cosan annually discloses environmental, social, and governance (ESG) information through its Sustainability Report, presenting priority topics in accordance with its materiality matrix, in addition to addressing matters such as risk management. Since 2023, the reporting of annual sustainability information has followed the format of Cosan’s Integrated Report, in compliance with CVM Resolution No. 14/20.
In June 2023, the International Sustainability Standards Board (ISSB) issued IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 – Climate-related Disclosures, which establish new disclosure requirements regarding, respectively, sustainability-related risks and opportunities and climate-related disclosures. The Company is taking the necessary measures to comply with these standards, whose adoption is required for fiscal years beginning on or after January 1, 2026, pursuant to CVM Resolution No. 193, issued in October 2023.
Cosan has also been a signatory to the United Nations Global Compact since 2020 and has been recognized in leading ESG benchmarks: (i) by the Carbon Disclosure Project (CDP), the Company advanced to an “A” score in CDP Climate, one of the world’s leading references for transparency and climate risk management; and (ii) by S&P Global, the Company was once again included in the “Sustainability Yearbook 2026”, being recognized as one of the top-performing companies in its sector based on its S&P Global ESG Score.
7. Investments in subsidiaries and associates
In accordance with Article 243 of Law No. 6,404/1976, the Company reports that it holds material investments in subsidiaries and associates operating in strategic areas of its business. These investments are recorded on the balance sheet and detailed in Note 9 to the Financial Statements, which presents the composition of the portfolio and the respective interests.
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Investments in subsidiaries and associates are accounted for using the equity pick up method, whereby the Company’s share in the results and changes in equity of these investees is recognized proportionally in its financial statements. The main companies that comprise this portfolio, as well as the respective amounts invested, are disclosed in the balance sheet and are summarized in the investment table below.
| In thousands of Reais | Balance as of December 31, 2025 | Balance as of December 31, 2024 |
|---|---|---|
| Corporate | ||
| Cosan Corretora de Seguros Ltda. | 6,792 | 3,333 |
| Cosan Nove Participações SA | 6,491 | 7,153,309 |
| Cosan Dez Participações SA | 5,041,185 | 3,366,248 |
| Pasadena Empreendimentos e Participações S.A. | — | (251) |
| Cosan Limited Partners Brasil Consultoria Ltda | — | 218 |
| Cosan Oito S.A. | — | 9,601,259 |
| Cosan Global | 103,057 | 129,764 |
| Fundo Celeste de Investimento | 490,295 | — |
| Other | 24,796 | 31,413 |
| Radar | ||
| Radar II Propriedades Agrícolas S.A. | 1,291,759 | 1,241,246 |
| Radar Propriedades<br>Agrícolas S.A. | 246,182 | 266,250 |
| Nova Agrícola Ponte Alta S.A. | 515,506 | 455,407 |
| Nova Santa Bárbara Agrícola S.A. | 13,119 | 35,942 |
| Nova Amaralina S.A. Propriedades Agrícolas | 262,881 | 229,289 |
| Terras da Ponte Alta S.A. | 99,498 | 98,121 |
| Paineira Propriedades Agrícolas S.A. | 243,684 | 231,839 |
| Manacá Propriedades<br>Agrícolas S.A. | 239,235 | 226,538 |
| Castanheira Propriedades Agrícolas S.A | 334,509 | 325,220 |
| Tellus Brasil Participações S.A. | 812,875 | 767,096 |
| Janus Brasil Participações S.A. | 1,286,450 | 1,198,363 |
| Duguetiapar Empreendimentos e Participações S.A. | 197 | 735 |
| Gamiovapar Empreendimentos e Participações S.A. | 147,453 | 143,697 |
| Radar Gestão | — | — |
| Moove | ||
| Moove Lubricants Holdings | 1,211,742 | 1,325,556 |
| Other | 142 | 460 |
| Rumo | ||
| Rumo SA | 4,196,010 | 4,477,644 |
| Total investment in subsidiaries | 16,573,858 | 31,308,696 |
| Corporate | ||
| Pasadena Empreendimentos e Participações S.A. | (287) | — |
| Cosan Luxembourg S.A. | (371,031) | (263,722) |
| Total provision for uncovered liability of subsidiary | (371,318) | (263,722) |
| Total | 16,202,540 | 31,044,974 |
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| In thousands of Reais | Balance as of December 31, 2025 | Balance as of December 31, 2024 |
| --- | --- | --- |
| Rumo | ||
| Rhall Terminals Ltd. | 7,586 | 7,297 |
| Termag - Guarujá Maritime Terminal S.A. | 4,710 | 4,297 |
| TGG - Terminal de Granéis do Guarujá S.A. | 15,733 | 16,423 |
| CLI Sul S.A. | 201,206 | 222,791 |
| Terminal XXXIX S.A. | 110,033 | — |
| Terminal Multimodal de Grãos e Fertilizantes S.A. | 57,544 | 30,058 |
| Compass | ||
| Companhia de Gás de Santa Catarina - Scgás | 657,347 | 653,687 |
| CEG Rio SA | 375,293 | 336,792 |
| Companhia de Gás de Mato Grosso do Sul - Msgás | 282,550 | 287,476 |
| Corporate | ||
| Vale S.A. | — | 9,112,136 |
| Other | 9,306 | 7,609 |
| Total | 1,721,308 | 10,678,566 |
8. Relationship with the Independent Auditor
Cosan engaged PricewaterhouseCoopers Auditores Independentes Ltda. (PwC) to provide external audit services for its financial statements for the fiscal year 2025.
The Company has a Policy on the Engagement of Independent Auditors and Non-Audit Services (“Policy”) aimed at establishing rules related to the engagement of independent auditors and audit firms, including guidelines and procedures to ensure the independence of independent auditors and consulting service providers of the Company, its controlled entities, subsidiaries, joint ventures, and relevant associates. The Policy is available at: https://www.cosan.com.br/en/about-cosan/corporate-governance/bylaws-policies-and-codes/.
During 2025, PwC was also engaged to provide other independent audit services related to subsidiaries and associates, including the annual audit of the individual and consolidated financial statements for the year ended December 31, 2025, as well as the review of the Company’s interim individual and consolidated financial statements for the periods ended March 31, June 30, and September 30, 2025. Such services did not result in any implications for the independence principle established in the Policy.
Based on these principles, PwC has informed that the provision of the services described above does not affect the independence and objectivity required for the performance of the services rendered to the Company.
9. Management Declaration
In compliance with the provisions of CVM Resolution No. 80, Management declares that it has discussed, reviewed, and agreed with the Financial Statements for the fiscal year ended December 31, 2025, as well as with the opinions expressed in the independent auditors’ report on the Company’s Financial Statements.
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CONTENTS
| Independent Auditor's Report on the Individual and Consolidated Financial Statements | 11 |
|---|---|
| Statement of financial position | 19 |
| Statement of profit or loss | 21 |
| Statements of comprehensive income | 22 |
| Statement of changes in equity | 23 |
| Statement of cash flow | 25 |
| Statement of value added | 28 |
| 1. Operations | 29 |
| 2. Significant events and debt instruments incurred in the year | 30 |
| 2.1 Portfolio | 30 |
| 2.2 New debts | 33 |
| 3. Statement of compliance and material accounting policies | 35 |
| 3.1 Statement of compliance | 35 |
| 3.2 Material accounting policies | 35 |
| 3.3 Restatement in the statement of value added | 36 |
| 4. Segment information | 37 |
| 4.1 Net sales to external customers by product/customer type | 43 |
| 4.2 Information on geographical area | 29 |
| 4.3 Main customers | 29 |
| 5. Financial assets and liabilities | 44 |
| 5.1 Restrictive clauses | 46 |
| 5.2 Cash and cash equivalents | 50 |
| 5.3 Marketable securities | 51 |
| 5.4 Loans, borrowings and debentures | 52 |
| 5.5 Leases | 56 |
| 5.6 Derivative financial instruments | 60 |
| 5.7 Trade receivables | 68 |
| 5.8 Related parties | 70 |
| 5.9 Trade payables | 73 |
| 5.10 Sectorial financial assets and liabilities | 73 |
| 5.11 Fair value measurement | 75 |
| 5.12 Financial risk management | 77 |
| 5.13 Put option liability on subsidiary shares | 84 |
| 6. Other tax receivable | 85 |
| 7 Inventories | 85 |
| 8. Assets and liabilities held for sale | 86 |
| 9. Investment in subsidiaries and associates | 87 |
| 9.1 Investments in subsidiaries | 88 |
| 9.2 Acquisition of subsidiaries | 97 |
| 9.3 Non-controlling interest in subsidiaries | 100 |
| 10. Investment in joint ventures | 104 |
| 11. Property, plant and equipment, intangible assets and goodwill, contract assets, right-of-use assets, investment properties and impairment loss | 106 |
| 11.1 Property, plant and equipment | 106 |
| 11.2 Intangible assets and goodwill | 108 |
| 11.3 Contract assets | 111 |
| 11.4 Right-of-use assets | 112 |
| 11.5 Investment<br>properties | 114 |
| 11.6 Impairment loss | 115 |
| 12 Commitments | 115 |
| 13<br>Concessions payable | 115 |
| 14 Other taxes payable | 118 |
| 15. Income taxes | 119 |
| 16. Provision for legal proceedings and judicial deposits | 125 |
| 17 Shareholder's equity | 131 |
| 18 Earnings per share | 134 |
| 19 Net sales | 135 |
| 20 Costs and expenses by nature | 135 |
| 21 Other operating income (expenses), net | 138 |
| 22 Financial results | 139 |
| 23 Post-employment benefit | 141 |
| 24 Share-based payments | 145 |
| 25 Subsequent events | 149 |
| 26 New accounting standards | 150 |
| 26.1 Recent accounting standards adopted by the company | 150 |
| 26.2 New standards and interpretations not yet in force | 150 |
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Table of Contents
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Cosan S.A.
Parent company and consolidated financial statements at December 31, 2025 and independent auditor's report
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Table of Contents
| <br><br><br><br><br><br>Cosan S.A. |
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Independent auditor's report
To the Board of Directors and Shareholders
Cosan S.A.
Opinion
We have audited the accompanying parent company financial statements of Cosan S.A. (the "Company"), which comprise the statement of financial position as at December 31, 2025 and the statements of profit or loss, comprehensive income, changes in equity and cash flow for the year then ended, as well as the accompanying consolidated financial statements of Cosan S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated statement of financial position as at December 31, 2025 and the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flow for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and of the Company and its subsidiaries as at December 31, 2025, and the parent company financial performance and the cash flows as well as the consolidated financial performance and the cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for opinion
We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the parent company and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, as applicable to audits of financial statements of public interest entities in Brazil, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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| <br><br><br><br><br><br>Cosan S.A. |
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| Why it is a Key Audit Matter | How the matter was addressed in the audit |
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| Obligations related to the joint venture Raízen S.A. (“Raízen”) – Note 2.1.11, Note 5.8 and Note 10 | |
| In its<br> consolidated financial statements as of December 31, 2025, the Company<br> presents an investment in joint ventures balance in Raízen of zero,<br> receivable and payable balances with Raízen amounting to R$119,635 thousand<br> and R$276,336 thousand, respectively, recognized a loss from equity interest<br> recorded in the statement of profit or loss for the year ended on that date<br> in the amount of R$10,881,556 thousand, and disclosed the non-recognition of<br> an additional loss from equity interest for the year ended on that date in<br> the amount of R$712,152 thousand.<br><br><br><br><br><br>As mentioned in Note 2.1.11 to<br> the consolidated financial statements, due to elevated indebtedness combined<br> with losses incurred in its operations during 2025, Raízen has been seeking<br> capital strengthening alternatives.<br><br><br><br><br><br>The Company’s management assessed<br> the contracts, corporate documents, and other documents, and concluded that<br> there are no legal or constructive obligations to provide financial support<br> to Raízen and, therefore, did not recognize any additional obligations<br> arising from Raízen’s financial situation in its financial statements as of<br> December 31, 2025. | Our audit procedures included,<br> among others, the evaluation of the design and testing of relevant internal<br> controls related to the investment and equity method accounting process.<br><br><br><br><br><br>We performed a recalculation of<br> the Company’s equity method investment in Raízen.<br><br><br><br><br><br>With the support of our specialists, we evaluated<br> the contracts, corporate documentation and other relevant documents.<br><br><br><br><br><br>We held discussions with the management and<br> governance bodies to assess whether there was knowledge of any legal or<br> constructive obligation to be recognized.<br><br><br><br><br><br>We discussed and obtained an understanding of the<br> existence of cross‑default clauses and covenants in the<br> Company’s and its subsidiaries’ loan, financing and debenture agreements.<br><br><br><br><br><br>Finally, we read and assessed the disclosures<br> presented in the notes to the financial statements.<br><br><br><br><br><br>Our audit procedures demonstrated<br> that management’s conclusions regarding this matter are consistent with the<br> data and information obtained. |
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| Recognition, measurement and classification of assets related to gas concession contracts – Compass: indemnification financial asset, concession rights intangible asset and customer relationships intangible asset (together, “gas concession right intangible asset”) and contract assets – Notes 5, 11.2 and 11.3 | |
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| The Company’s consolidated<br> financial statements as of December 31, 2025 present the following balances<br> of assets related to gas concession contracts: (i) indemnifiable financial<br> asset amounting to R$557,475 thousand, (ii) gas concession rights intangible<br> asset amounting to R$16,483,009 thousand, and (iii) contract assets amounting<br> to R$1,041,770 thousand.<br><br><br><br><br><br>The recognition and measurement of the expenditures<br> that comprise each of these balances in the consolidated financial statements<br> are related to (i) expenditures incurred in the piped gas distribution<br> infrastructure network with the right to receive indemnification from the<br> granting authority at the end of the contract, (ii) the contractual right to<br> receive cash from users for construction services of the gas supply system,<br> including customer relationships, and (iii) the contractual right related to<br> construction work in progress of the gas distribution concession network.<br><br><br><br><br><br>Additionally, the classification of these amounts<br> among the indemnifiable financial asset, gas concession right intangible<br> asset and contract assets involves complexity and significant judgment by<br> Management.<br><br><br><br><br><br>This matter was considered one of<br> the key audit matters due to the determination of the amounts involved and<br> the significant judgments related to the classification of amounts among the<br> indemnifiable financial asset, gas concession right intangible asset and<br> contract assets. | Our audit procedures included,<br> among others, the evaluation of the design and testing of relevant internal<br> controls related to the process of recognition, measurement and<br> classification of the indemnifiable financial asset, gas concession right<br> intangible asset and contract assets.<br><br><br><br><br><br>We selected, on a sample basis, materials and<br> services applied to construction projects that evidence infrastructure<br> expenditures, with inspection of supporting documentation for the capitalized<br> costs.<br><br><br><br><br><br>We assessed whether the capitalized costs meet the<br> capitalization criteria, as well as their classification between the<br> indemnifiable financial asset and the gas concession right intangible asset.<br><br><br><br><br><br>We recalculated interest on loans, financing<br> arrangements and debentures capitalized to construction in progress, in<br> addition to the amortization of the gas concession right intangible asset<br> recognized in the statement of profit or loss for the year.<br><br><br><br><br><br>We performed mathematical calculations and tested<br> the calculation methodology used to classify expenditures between the<br> indemnifiable financial asset and the gas concession right intangible asset,<br> taking into consideration (i) the useful life of the asset; and (ii) the<br> concession term.<br><br><br><br><br><br>Amounts related to assets whose useful life exceeds<br> the concession term are classified as indemnifiable financial assets.<br><br><br><br><br><br>We read and evaluated the disclosures presented in<br> the notes to the financial statements.<br><br><br><br><br><br>Our audit procedures demonstrated<br> that management’s judgments related to this matter are consistent with the<br> data and information obtained. |
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| Measurement of the fair value of investment properties – Note 11.5 | |
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| In its consolidated financial<br> statements as of December 31, 2025, the Company reports a balance of<br> investment property, represented by agricultural properties measured at fair<br> value, in the amount of R$18,221,781 thousand, and recognized in the<br> statement of profit or loss for the year ended on that date a gain from fair<br> value measurement amounting to R$1,441,276 thousand.<br><br><br><br><br><br>The measurement of fair value<br> involves a high degree of complexity, as it requires specialized technical<br> knowledge, including the involvement of external specialists to determine the<br> methodology to be used in calculating the estimate, carried out in accordance<br> with the standards issued by the Brazilian Association of Technical Standards<br> (Associação Brasileira de Normas Técnicas – “ABNT”), as well as the<br> application of significant judgment by Management in defining the assumptions<br> adopted. These assumptions include, among others: surveys of agricultural<br> property prices in the spot market, value normalization of property values,<br> sale prices practiced in the region, distances, infrastructure, land access,<br> topography and soil conditions, land use considering the type of crop,<br> rainfall levels, and the discount rate.<br><br><br><br><br><br>Due to the relevance of the<br> amounts involved, as well as the complexity and management judgment applied<br> in the fair value measurement, we considered this matter to be one of the key<br> audit matters in our audit. | Our audit procedures included,<br> among others, the evaluation of the design and testing of relevant internal<br> controls related to the fair value measurement process.<br><br><br><br><br><br>On a sample basis, we tested the fair value<br> measurement of investment properties prepared by management and, together<br> with our specialists, evaluated:<br><br><br><br><br><br>(1) whether the methodologies used by<br> management are consistent with methods applied in the market;<br><br><br>(2) the reasonableness of the<br> assumptions adopted in the identification and measurement of fair values, by<br> comparing them with market data applied to similar transactions or with<br> quoted sale prices for potential comparable transactions;<br><br><br>(3) the logical consistency and<br> mathematical recalculation of the model prepared by management; and<br><br><br>(4) also on a sample basis, we<br> analyzed supporting documentation evidencing possession and ownership of the<br> properties in order to ensure the accuracy of the data used in the fair value<br> measurement.<br><br><br><br><br><br>We evaluated the technical competence of<br> management’s external specialists involved in the fair value measurement.<br><br><br><br><br><br>Finally, we read and assessed the disclosures made<br> by the Company.<br><br><br><br><br><br>We consider that the assumptions<br> and judgments adopted by management in determining the fair value of<br> investment properties are consistent with the disclosures made and with the<br> data and information obtained in our audit. |
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| <br><br><br><br><br><br>Cosan S.A. |
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Other matters - Statements of Value Added
The parent company and consolidated Statements of Value Added for the year ended December 31, 2025, prepared under the responsibility of the Company's management and presented as supplementary information for IFRS Accounting Standards purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, these Statements of Value Added have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and are consistent with the parent company and consolidated financial statements taken as a whole.
Prior-year information
The original financial statements of the Company for the year ended December 31, 2024, prepared before the consideration of the adjustments described in note 3.3, were audited by another firm of auditors whose report, dated March 10, 2025, expressed an unmodified opinion on those statements.
As part of our audit of the financial statements for 2025, we also have audited the adjustments described in note 3.3 that were made to restate the financial statements for 2024, presented for comparison purposes. In our opinion, these adjustments are appropriate and were correctly recorded. We were not engaged to audit, review or apply any other procedures to the Company's financial statements for 2024 and, therefore, we do not express any opinion or any form of assurance on the financial statements for 2024 taken as a whole.
Other information accompanying the parent company and consolidated financial statements and the auditor's report
The Company's executive board is responsible for the other information that comprises the Management Report.
Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.
In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the executive board and those charged with governance for the parent company and consolidated financial statements
The executive board is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company and consolidated financial statements, the executive board is responsible for assessing the ability of the Company and its subsidiaries, as a whole, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the executive board either intends to liquidate the Company and its subsidiaries, as a whole, or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
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| <br><br><br><br><br><br>Cosan S.A. |
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Auditor's responsibilities for the audit of the parent company and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| • | Identify and assess the risks of material misstatement of the parent company and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
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| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the executive board. |
| • | Conclude on the appropriateness of executive board’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its subsidiaries, as a whole, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and its subsidiaries, as a whole, to cease to continue as a going concern. |
| • | Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| • | Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the parent company and consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. |
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| <br><br><br><br><br><br>Cosan S.A. |
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats to our independence or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the Key Audit Matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, March 9, 2026
PricewaterhouseCoopers Auditores Independentes Ltda.
CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira Contador
CRC 1SP265450/O-8
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Statement of financial position
(In thousands of Brazilian reais - R$)
| Parent Company | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| Assets | |||||||||
| Cash and cash equivalents | 5.2 | 15,383,305 | 2,201,267 | 27,243,683 | 16,903,542 | ||||
| Restricted cash | — | — | 45,781 | 28,006 | |||||
| Marketable securities | 5.3 | 23,211 | 805,335 | 2,588,411 | 3,272,941 | ||||
| Trade receivables | 5.7 | — | — | 3,520,278 | 3,730,364 | ||||
| Derivative financial instruments | 5.6 | 72,145 | 18,402 | 310,981 | 905,341 | ||||
| Inventories | 7 | — | — | 1,969,258 | 2,072,905 | ||||
| Receivables from related parties | 5.8 | 117,836 | 114,099 | 199,549 | 197,063 | ||||
| Income tax receivable | 709,042 | 453,308 | 1,166,622 | 793,721 | |||||
| Other current tax receivable | 6 | 5,278 | 5,364 | 1,022,881 | 886,136 | ||||
| Dividend receivable | 17 | 87,224 | 19,377 | 35,410 | 153,548 | ||||
| Reduction of capital receivable | — | 1,013,714 | — | — | |||||
| Sectorial financial assets | 5.10 | — | — | 338,332 | 221,947 | ||||
| Other financial assets | — | — | 612 | 675 | |||||
| Other current assets | 74,506 | 50,896 | 993,667 | 629,426 | |||||
| 16,472,547 | 4,681,762 | 39,435,465 | 29,795,615 | ||||||
| Current assets held for sale | 8 | 531,734 | 796,211 | 652,168 | 978,788 | ||||
| Current assets | 17,004,281 | 5,477,973 | 40,087,633 | 30,774,403 | |||||
| Trade receivables | 5.7 | — | — | 148,885 | 265,370 | ||||
| Marketable securities | 5.3 | 307,177 | — | 404,182 | 113,360 | ||||
| Restricted cash | 186 | — | 182,987 | 146,297 | |||||
| Deferred tax assets | 15 | 1,378,628 | 1,758,410 | 3,703,864 | 4,495,296 | ||||
| Receivables from related parties | 5.8 | 102,476 | 292,882 | 20,348 | 202,826 | ||||
| Income tax receivable | — | — | 195,821 | 264,308 | |||||
| Other non-current tax receivable | 6 | 35,278 | 35,177 | 1,815,830 | 1,334,553 | ||||
| Judicial deposits | 16 | 351,904 | 416,969 | 1,072,982 | 1,056,690 | ||||
| Derivative financial instruments | 5.6 | 134,239 | 1,547,093 | 1,956,127 | 2,893,987 | ||||
| Sectorial financial assets | 5.10 | — | — | 390,622 | 509,695 | ||||
| Other non-current assets | 128,894 | 140,594 | 919,706 | 739,386 | |||||
| Other financial assets | — | — | 5,193 | 3,820 | |||||
| Investment in subsidiaries and associates | 9.1 | 16,573,858 | 31,308,696 | 1,721,308 | 10,678,566 | ||||
| Investment in joint ventures | 10 | 11,509 | 1,193,072 | 60,356 | 10,545,044 | ||||
| Property, plant and equipment | 11.1 | 30,303 | 39,038 | 26,795,725 | 23,019,016 | ||||
| Intangible assets and goodwill | 11.2 | 11,715 | 9,873 | 26,706,626 | 26,330,785 | ||||
| Contract assets | 11.3 | — | — | 1,044,613 | 1,114,830 | ||||
| Right-of-use assets | 11.4 | 12,649 | 17,557 | 9,662,929 | 9,958,751 | ||||
| Investment property | 11.5 | — | — | 18,221,781 | 16,818,919 | ||||
| Non-current assets | 19,078,816 | 36,759,361 | 95,029,885 | 110,491,499 | |||||
| Total assets | 36,083,097 | 42,237,334 | 135,117,518 | 141,265,902 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Statement of financial position
(In thousands of Brazilian reais - R$)
| Parent Company | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| Liabilities | |||||||||
| Loans, borrowings and debentures | 5.4 | 481,367 | 347,032 | 3,918,720 | 4,403,148 | ||||
| Leases | 5.5 | 9,935 | 9,227 | 982,991 | 1,007,533 | ||||
| Derivative financial instruments | 5.6 | 369,813 | 1,074,991 | 1,909,404 | 2,504,117 | ||||
| Trade payables | 5.9 | 870 | 2,900 | 4,078,511 | 5,168,593 | ||||
| Employee benefits payables | 43,695 | 43,356 | 771,618 | 794,906 | |||||
| Income tax payables | 15,369 | 18,514 | 153,310 | 414,823 | |||||
| Other taxes payable | 14 | 34,951 | 78,197 | 525,208 | 637,842 | ||||
| Dividends payable | 17 | — | 3,495 | 226,484 | 96,722 | ||||
| Reduction of capital payable | — | — | — | 486,285 | |||||
| Concessions payable | 13 | — | — | 189,076 | 166,273 | ||||
| Related party payables | 5.8 | 233,562 | 210,620 | 320,916 | 416,410 | ||||
| Sectorial financial liabilities | 5.10 | — | — | 96,719 | 64,718 | ||||
| Other financial liabilities | 5 | — | — | 1,096,884 | 770,103 | ||||
| Other current liabilities | 514,651 | 298,534 | 1,192,397 | 895,223 | |||||
| 1,704,213 | 2,086,866 | 15,462,238 | 17,826,696 | ||||||
| Liabilities related to assets held for sale | 8 | — | — | 86,138 | 86,138 | ||||
| Current liabilities | 1,704,213 | 2,086,866 | 15,548,376 | 17,912,834 | |||||
| Loans, borrowings and debentures | 5.4 | 15,907,024 | 21,003,523 | 60,308,411 | 62,052,278 | ||||
| Leases | 5.5 | 8,210 | 15,232 | 5,429,809 | 5,502,220 | ||||
| Put option liability on subsidiary shares | 5.13 | 3,844,648 | — | 3,844,648 | — | ||||
| Derivative financial instruments | 5.6 | 215,820 | 29,883 | 771,265 | 966,087 | ||||
| Trade payables | 5.9 | — | — | 18,991 | 19,256 | ||||
| Employee benefits payables | — | — | 23,406 | 19,101 | |||||
| Other taxes payable | 14 | 149,367 | 216,203 | 176,702 | 255,245 | ||||
| Income tax payables | 5,919 | — | 78,872 | — | |||||
| Provision for legal proceedings | 16 | 295,175 | 308,607 | 2,058,122 | 2,044,633 | ||||
| Concessions payable | 13 | — | — | 3,799,169 | 3,554,917 | ||||
| Investments with unsecured liabilities | 9.1 | 371,318 | 263,722 | — | — | ||||
| Related party payables | 5.8 | 5,397,919 | 7,052,404 | 1,166 | 1,078 | ||||
| Post-employment benefits | 23 | 386 | 279 | 536,426 | 526,620 | ||||
| Deferred tax liabilities | 15 | — | — | 6,125,221 | 5,973,506 | ||||
| Sectorial financial liabilities | 5.10 | — | — | 2,168,542 | 1,975,521 | ||||
| Deferred income | — | — | 14,355 | 16,589 | |||||
| Other financial liabilities | 5 | 2,804,606 | — | 2,804,606 | 297,736 | ||||
| Other non-current liabilities | 74,264 | 356,851 | 399,799 | 749,919 | |||||
| Non-current liabilities | 29,074,656 | 29,246,704 | 88,559,510 | 83,954,706 | |||||
| Total liabilities | 30,778,869 | 31,333,570 | 104,107,886 | 101,867,540 | |||||
| Shareholders’ equity | 17 | ||||||||
| Share capital | 10,282,739 | 8,832,544 | 10,282,739 | 8,832,544 | |||||
| Treasury shares | (76,150) | (50,708) | (76,150) | (50,708) | |||||
| Additional paid-in capital | 4,194,210 | 2,205,878 | 4,194,210 | 2,205,878 | |||||
| Other comprehensive income | 625,554 | 565,855 | 625,554 | 565,855 | |||||
| Profit reserve | — | 8,773,990 | — | 8,773,990 | |||||
| Acumulated losses | (9,722,125) | (9,423,795) | (9,722,125) | (9,423,795) | |||||
| Equity attributable to owners of the Company | 5,304,228 | 10,903,764 | 5,304,228 | 10,903,764 | |||||
| Non-controlling interests | 9.3 | — | — | 25,705,404 | 28,494,598 | ||||
| Total shareholders' equity | 5,304,228 | 10,903,764 | 31,009,632 | 39,398,362 | |||||
| Total liabilities and shareholders' equity | 36,083,097 | 42,237,334 | 135,117,518 | 141,265,902 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Statement of profit or loss
(In thousands of Brazilian reais - R$, except earnings (loss) per share)
| Parent Company | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | Twelve months ending on December 31, | ||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||
| Net sales | 19 | — | — | 40,418,596 | 43,950,742 | ||||
| Cost of sales | 20 | — | — | (27,242,987) | (30,236,061) | ||||
| Gross profit | — | — | 13,175,609 | 13,714,681 | |||||
| Selling expenses | 20 | — | — | (1,850,143) | (1,575,890) | ||||
| General and administrative expenses | 20 | (287,681) | (368,154) | (2,527,748) | (2,845,282) | ||||
| Other operating income (expenses), net | 21 | 155,298 | (126,151) | 3,161,271 | 1,549,834 | ||||
| Impairment | 21 | (265,880) | — | (1,493,752) | (3,155,400) | ||||
| Operating expenses | (398,263) | (494,305) | (2,710,372) | (6,026,738) | |||||
| (Loss) profit before equity in earnings of investees, finance results and income taxes | (398,263) | (494,305) | 10,465,237 | 7,687,943 | |||||
| Impairment in associate | 9.1 | — | — | — | (4,672,396) | ||||
| Interest in (losses) earnings of subsidiaries and associates | 9.1 | (4,764,200) | (2,960,668) | 219,922 | 1,719,031 | ||||
| Interest in losses of joint ventures | 10 | (1,224,526) | (142,161) | (10,885,023) | (1,229,980) | ||||
| Equity in losses of investees | (5,988,726) | (3,102,829) | (10,665,101) | (4,183,345) | |||||
| Finance expense | (2,822,014) | (2,357,419) | (8,949,615) | (7,637,116) | |||||
| Finance income | 875,774 | 291,426 | 3,583,317 | 2,655,899 | |||||
| Foreign exchange, net | 1,434,193 | (3,557,941) | 2,397,352 | (5,741,359) | |||||
| Net effect of derivatives | (2,230,083) | 327,317 | (4,822,475) | 1,972,859 | |||||
| Finance results, net | 22 | (2,742,130) | (5,296,617) | (7,791,421) | (8,749,717) | ||||
| Loss before income taxes | (9,129,119) | (8,893,751) | (7,991,285) | (5,245,119) | |||||
| Income taxes | 15 | ||||||||
| Current | (419) | (48,781) | (1,286,327) | (1,952,203) | |||||
| Deferred | (592,587) | (666,350) | (916,789) | (1,238,319) | |||||
| (593,006) | (715,131) | (2,203,116) | (3,190,522) | ||||||
| Loss for the year from continuing operations | (9,722,125) | (9,608,882) | (10,194,401) | (8,435,641) | |||||
| Profit for the year for discontinued operations, net of taxes | — | 185,087 | — | 273,875 | |||||
| Loss for the year | (9,722,125) | (9,423,795) | (10,194,401) | (8,161,766) | |||||
| Profit (loss) attributable to: | |||||||||
| Owners of the Company | (9,722,125) | (9,423,795) | (9,722,125) | (9,423,795) | |||||
| Non-controlling interests | — | — | (472,276) | 1,262,029 | |||||
| (9,722,125) | (9,423,795) | (10,194,401) | (8,161,766) | ||||||
| Loss per share | 18 | ||||||||
| Basic | R$(3.89) | R$(5.16) | |||||||
| Diluted | R$(3.94) | R$(5.16) | |||||||
| Earnings per share - discontinued operations | 18 | ||||||||
| Basic | R$— | R$0.10 | |||||||
| Diluted | R$— | R$0.10 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Table of Contents
Statements of comprehensive income
(In thousands of Brazilia reais - R$)
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | Twelve months ending on December 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Loss for the year | (9,722,125) | (9,423,795) | (10,194,401) | (8,161,766) | |||
| Other comprehensive income: | |||||||
| Items that are or may be reclassified subsequently to profit or loss(i): | |||||||
| Foreign currency translation differences | (85,689) | 466,811 | (55,037) | 537,111 | |||
| Gain (loss) on cash flow hedge | 192,617 | (303,494) | 242,266 | (538,256) | |||
| Deferred taxes | — | — | (42,007) | 144,605 | |||
| 106,928 | 163,317 | 145,222 | 143,460 | ||||
| Items that will not be reclassified to profit or loss: | |||||||
| Actuarial gains with defined benefit plan | 3,817 | 101,271 | 2,536 | 150,895 | |||
| Loss in fair value of financial liabilities designated at fair value through profit or loss attributable to changes in credit risk(i) | (38,132) | — | (89,260) | — | |||
| Deferred taxes | 2,086 | (13,058) | 25,717 | (43,580) | |||
| (32,229) | 88,213 | (61,007) | 107,315 | ||||
| Comprehensive loss of operations continued | (9,647,426) | (9,357,352) | (10,110,186) | (8,184,866) | |||
| Comprehensive income from discontinued operations | — | 185,087 | — | 273,875 | |||
| Total comprehensive loss for the year | (9,647,426) | (9,172,265) | (10,110,186) | (7,910,991) | |||
| Comprehensive income (loss) attributable to: | |||||||
| Owners of the Company | (9,647,426) | (9,172,265) | (9,647,426) | (9,172,265) | |||
| Non-controlling interests | — | — | (462,760) | 1,261,274 | |||
| (9,647,426) | (9,172,265) | (10,110,186) | (7,910,991) |
The accompanying notes are an integral part of the individual and consolidated financial statements.
| (i) | For the parent company, the effects result from applying the equity method to investments in subsidiaries, associates and joint ventures. |
|---|---|
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Table of Contents
Statement of changes in equity (In thousands of Brazilian reais - R$)
| Capital reserve | Profit reserve | Shareholders’ equity attributable to | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasury shares | Corporate transactions - Law 6.404/76 | Additional paid-in capital | Other <br>comprehensive <br>income | Legal | Statutory reserve | Accumulated <br>losses | Controlling <br>shareholders | Non-controlling shareholders | Total shareholders' <br>equity | ||||||||||||
| Balance as of January 1, 2024 | 8,682,544 | (93,917) | 737 | 2,561,227 | 314,325 | 58,802 | 9,431,589 | — | 20,955,307 | 30,025,873 | 50,981,180 | |||||||||||
| Loss (profit) for the year | — | — | — | — | — | — | — | (9,423,795) | (9,423,795) | 1,262,029 | (8,161,766) | |||||||||||
| Other comprehensive income | ||||||||||||||||||||||
| Loss from cash flow hedge | — | — | — | — | (303,494) | — | — | — | (303,494) | (90,157) | (393,651) | |||||||||||
| Foreign currency translation differences | — | — | — | — | 466,811 | — | — | — | 466,811 | 70,300 | 537,111 | |||||||||||
| Actuarial gains with defined benefit plan, net of tax | — | — | — | — | 88,213 | — | — | — | 88,213 | 19,102 | 107,315 | |||||||||||
| Total comprehensive income (loss) for the year | — | — | — | — | 251,530 | — | — | (9,423,795) | (9,172,265) | 1,261,274 | (7,910,991) | |||||||||||
| Transactions with owners of the Company contributions and distributions: | ||||||||||||||||||||||
| Capital increase | 150,000 | — | — | — | — | — | (150,000) | — | — | — | — | |||||||||||
| Loss arising from capital reduction of a subsidiary | — | — | — | (60,111) | — | — | — | — | (60,111) | (634,660) | (694,771) | |||||||||||
| Share-based payment | — | 114,827 | — | (202,625) | — | — | — | — | (87,798) | 13,367 | (74,431) | |||||||||||
| Loss in dividend distribution to non-controlling shareholders | — | — | — | (712) | — | — | — | — | (712) | 1,141 | 429 | |||||||||||
| Dividends | — | — | — | — | — | — | (566,401) | — | (566,401) | (2,382,267) | (2,948,668) | |||||||||||
| Own shares acquired | — | (190,593) | — | — | — | — | — | — | (190,593) | — | (190,593) | |||||||||||
| Cancellation of treasury shares | — | 118,975 | — | (118,975) | — | — | — | — | — | — | — | |||||||||||
| Business combination | — | — | — | — | — | — | — | — | — | 574,598 | 574,598 | |||||||||||
| Disposals of assets held for sale | — | — | — | — | — | — | — | — | — | (372,030) | (372,030) | |||||||||||
| Employee share schemes - value of employee services | — | — | — | 29,819 | — | — | — | — | 29,819 | 4,330 | 34,149 | |||||||||||
| Total contributions and distributions | 150,000 | 43,209 | — | (352,604) | — | — | (716,401) | — | (875,796) | (2,795,521) | (3,671,317) | |||||||||||
| Transactions with owners of the Company: | ||||||||||||||||||||||
| Change of shareholding interest in subsidiary | — | — | — | (3,482) | — | — | — | — | (3,482) | 2,972 | (510) | |||||||||||
| Total transactions with owners of the Company | — | — | — | (3,482) | — | — | — | — | (3,482) | 2,972 | (510) | |||||||||||
| Total transactions with owners of the Company contributions and distributions | 150,000 | 43,209 | — | (356,086) | — | — | (716,401) | — | (879,278) | (2,792,549) | (3,671,827) | |||||||||||
| Balance as of December 31, 2024 | 8,832,544 | (50,708) | 737 | 2,205,141 | 565,855 | 58,802 | 8,715,188 | (9,423,795) | 10,903,764 | 28,494,598 | 39,398,362 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Table of Contents
Statement of changes in equity (In thousands of Brazilian reais - R$)
| **** | **** | Capitalreserve | **** | Profitreserves | **** | Shareholders’ equity attributable to | **** | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Treasuryshares | Corporatetransactions - Law 6.404/76 | Additionalpaid-in capital | Othercomprehensive income | Legal | Statutoryreserve | Accumulatedlosses | Controllingshareholders | Non-controllingshareholders | Totalshareholders' equity | ||||||||||||
| Balance<br>as of 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)<br>profit for the year | — | — | — | — | — | — | — | (9,722,125) | (9,722,125) | (472,276) | (10,194,401) | |||||||||||
| Other comprehensive income | ||||||||||||||||||||||
| Gain from cash<br>flow hedge | — | — | — | — | 192,617 | — | — | — | 192,617 | 7,642 | 200,259 | |||||||||||
| Foreign<br>currency translation differences | — | — | — | — | (85,689) | — | — | — | (85,689) | 30,652 | (55,037) | |||||||||||
| Actuarial gains<br>on defined benefit plans, net of tax | — | — | — | — | 5,903 | — | — | — | 5,903 | (4,931) | 972 | |||||||||||
| Loss in fair<br>value of financial liabilities designated at fair value through profit or loss<br>attributable to changes in credit risk | — | — | — | — | (38,132) | — | — | — | (38,132) | (23,847) | (61,979) | |||||||||||
| Gain on<br>measurement of derivative financial instrument | — | — | — | 15,000 | (15,000) | — | — | — | — | — | — | |||||||||||
| Total comprehensive income (loss)<br>for the year | — | — | — | 15,000 | 59,699 | — | — | (9,722,125) | (9,647,426) | (462,760) | (10,110,186) | |||||||||||
| Transactions with owners of the Company contributions and distributions: | ||||||||||||||||||||||
| Capital<br>increase (note 17 (a)) | 2,100,000 | — | — | 8,170,000 | — | — | — | — | 10,270,000 | — | 10,270,000 | |||||||||||
| Capital reduction in<br>subsidiary | — | — | — | — | — | — | — | — | — | (11,215) | (11,215) | |||||||||||
| Own shares<br>acquired (note 17 (b)) | — | (34,022) | — | — | — | — | — | — | (34,022) | — | (34,022) | |||||||||||
| Share-based<br>payments | — | 8,580 | 2,553 | — | — | — | — | 11,133 | 17,436 | 28,569 | ||||||||||||
| Absorption of<br>accumulated losses (note 17 (a)) | (649,805) | — | — | — | — | (58,802) | (8,715,188) | 9,423,795 | — | — | — | |||||||||||
| Dividends | — | — | — | — | — | — | — | — | — | (2,831,692) | (2,831,692) | |||||||||||
| Employee share<br>schemes - value of employeeservices | — | — | — | 44,015 | — | — | — | — | 44,015 | 3,613 | 47,628 | |||||||||||
| Total contributions and<br>distributions | 1,450,195 | (25,442) | — | 8,216,568 | — | (58,802) | (8,715,188) | 9,423,795 | 10,291,126 | (2,821,858) | 7,469,268 | |||||||||||
| Transactions with owners of the Company: | ||||||||||||||||||||||
| Change of shareholding<br>interest in subsidiary and ohter transactions(note 9.1) | — | — | — | (6,124,205) | — | — | — | — | (6,124,205) | 376,393 | (5,747,812) | |||||||||||
| Effect arising<br>from capital increase in subsidiary | — | — | — | (119,031) | — | — | — | — | (119,031) | 119,031 | — | |||||||||||
| Total transactions with owners of<br>the Company | — | — | — | (6,243,236) | — | — | — | — | (6,243,236) | 495,424 | (5,747,812) | |||||||||||
| Total transactions with owners of the Companycontributions and distributions | 1,450,195 | (25,442) | — | 1,973,332 | — | (58,802) | (8,715,188) | 9,423,795 | 4,047,890 | (2,326,434) | 1,721,456 | |||||||||||
| Balance as of December 31, 2025 | 10,282,739 | (76,150) | 737 | 4,193,473 | 625,554 | — | — | (9,722,125) | 5,304,228 | 25,705,404 | 31,009,632 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Table of Contents
Statement of cash flow
(In thousands of Brazilian reais - R$)
| Parent Company | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | |||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||
| Cash flows from operating activities | |||||||||
| Loss before income taxes | (9,129,119) | (8,893,751) | (7,991,285) | (5,245,119) | |||||
| Adjustments for: | |||||||||
| Depreciation and amortization | 20 | 23,490 | 15,862 | 3,890,832 | 3,868,583 | ||||
| Impairment | 21 | 265,880 | — | 1,493,752 | 3,155,400 | ||||
| Impairment in associate | 9.1 | — | — | — | 4,672,396 | ||||
| Interest in earnings (losses) of subsidiaries and associates | 9.1 | 4,764,200 | 2,960,668 | (219,922) | (1,719,031) | ||||
| Interest in earnings (losses) of joint ventures | 10 | 1,224,526 | 142,161 | 10,885,023 | 1,229,980 | ||||
| Loss (gain) on disposed assets | 21 | — | 16 | 99,324 | (141,863) | ||||
| Share-based payment | 24 | 28,897 | 42,260 | 71,725 | 65,901 | ||||
| Change in fair value of investment properties | 11.5 | — | — | (1,441,276) | (1,273,033) | ||||
| Provision for legal proceedings | 21 | 56,902 | 47,391 | 333,659 | 313,876 | ||||
| Interest, derivatives, monetary and foreign exchange, net | 3,360,840 | 5,396,731 | 9,789,736 | 10,217,952 | |||||
| Sectorial financial assets and liabilities, net | 5.10 | — | — | 116,465 | (37,061) | ||||
| Provisions for employee benefits | 41,360 | 35,759 | 465,482 | 454,930 | |||||
| Allowance for expected credit losses | — | — | 44,478 | 52,839 | |||||
| Profit on sale of investment | 21 | — | — | (32,375) | 383,205 | ||||
| Revenue from insurance claims | — | — | (940,596) | — | |||||
| Income from finance investments | (9,143) | — | (9,143) | — | |||||
| Previously recognized gain in other comprehensive income reclassified to profit | 21 | (206,388) | — | (206,388) | — | ||||
| Other | 2,055 | 90,599 | (79,302) | (264,017) | |||||
| 423,500 | (162,304) | 16,270,189 | 15,734,938 | ||||||
| Variation in: | |||||||||
| Trade receivable | — | — | 539,734 | 546,218 | |||||
| Inventories | — | — | (107,767) | 159,667 | |||||
| Other taxes, net | (56,932) | 63,245 | (921,007) | (641,866) | |||||
| Income taxes paid | — | — | (1,240,674) | (1,200,228) | |||||
| Related parties, net | 34,417 | (68,543) | (128,327) | 105,490 | |||||
| Trade payables | 1,028 | 972 | (246,613) | (180,867) | |||||
| Employee benefits | (45,735) | (59,409) | (515,510) | (542,241) | |||||
| Provision for legal proceedings | (24,394) | 4,638 | (319,801) | (305,324) | |||||
| Derivative financial instruments | — | — | (48,773) | (9,192) | |||||
| Other financial liabilities | — | — | 75,083 | (26,275) | |||||
| Judicial deposits | (9,418) | (11,194) | (36,729) | (149,118) | |||||
| Post-employment benefit obligation | — | — | (42,888) | (37,549) | |||||
| Other assets and liabilities, net | 30,800 | (43,128) | (250,133) | (372,367) | |||||
| (70,234) | (113,419) | (3,243,405) | (2,653,652) | ||||||
| Net cash generated from (used in) operating activities | 353,266 | (275,723) | 13,026,784 | 13,081,286 | |||||
| Cash flows from investing activities | |||||||||
| Capital contribution to subsidiaries and associates | (497,734) | (4,173,198) | (15,678) | (29,997) | |||||
| Capital reduction in subsidiaries and associates | 1,029,872 | 1,137,186 | 26,548 | — | |||||
| Capital contribution in joint ventures | — | (12,337) | — | (12,337) | |||||
| Acquisition of subsidiary, net of acquired cash | (288,753) | (608,132) | (615,638) | (962,378) | |||||
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Table of Contents
Statement of cash flow
(In thousands of Brazilian reais - R$)
| Parent Company | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | |||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||
| Sale (purchase) of marketable securities, net | 813,984 | (44,698) | 988,885 | 551,003 | |||||
| Restricted cash | (186) | 86,562 | (56,756) | 42,012 | |||||
| Dividends received from subsidiaries and associates | 17 | 657,002 | 3,138,556 | 107,424 | 1,018,794 | ||||
| Dividends received from joint venture | 17 | 5,184 | 228,342 | 45,640 | 293,912 | ||||
| Dividends received from finance investment | 87,608 | — | 87,608 | — | |||||
| Other financial assets | (148) | — | (134) | (621) | |||||
| Cash in the incorporation operation | 10,089 | 352 | — | — | |||||
| Acquisition of property, plant and equipment, intangible and contract assets | (9,861) | (13,435) | (8,459,867) | (7,834,521) | |||||
| Proceeds from the sale of investments | 8,911,587 | 16,847 | 8,945,294 | 2,725,625 | |||||
| Related parties | 25,592 | — | 25,592 | — | |||||
| Operation discontinued | — | — | 7,425 | 24,510 | |||||
| Acquisition of subsidiary | — | — | (251,706) | (17,047) | |||||
| Receipt of derivative financial instruments, except debt | 1,021 | — | 1,021 | 103,147 | |||||
| Payment of derivative financial instruments, except debt | (1,130,390) | (338,609) | (1,130,390) | (427,293) | |||||
| Cash received on the sale of fixed assets and intangible assets | — | — | 9,474 | 36,934 | |||||
| Cash received of insurance compensation for loss of fixed asset | — | — | 209,186 | — | |||||
| Net cash generated from (used in) investing activities | 9,614,867 | (582,564) | (76,072) | (4,488,257) | |||||
| Cash flows from financing activities | |||||||||
| Proceeds from loans, borrowings and debentures | 5.4 | 2,427,312 | 6,911,676 | 11,546,508 | 16,983,225 | ||||
| Principal repayment of loans, borrowings and debentures | 5.4 | (7,148,782) | (1,160,058) | (14,293,953) | (12,187,560) | ||||
| Payment of interest on loans, borrowings and debentures | 5.4 | (1,676,686) | (1,697,950) | (4,732,362) | (4,759,976) | ||||
| Payment of derivatives financial instruments | (610,197) | (589,868) | (2,841,877) | (2,860,601) | |||||
| Proceeds from derivative financial instruments | 351,562 | 249,677 | 1,019,179 | 1,144,473 | |||||
| Costs of banking operations with derivatives | — | — | — | (29,828) | |||||
| Principal repayment of leases | 5.5 | (8,010) | (6,532) | (744,582) | (694,340) | ||||
| Payment of interest on leases | 5.5 | (2,475) | (3,015) | (427,965) | (377,269) | ||||
| Capital increase | 17 | 10,280,240 | — | 10,280,240 | — | ||||
| Capital reduction in associates | — | — | (498,004) | (204,967) | |||||
| Related parties | (1,427,708) | (1,405,138) | — | — | |||||
| Payments to redeem entity’s shares and acquisition of treasury shares | 17 | (34,022) | (192,915) | (34,022) | (192,915) | ||||
| Acquisition of non-controlling shareholders’ shares - Cosan Nove | 2.1.6 | (2,169,000) | — | (2,169,000) | — | ||||
| Acquisition of non-controlling shareholders’ shares - Cosan Dez | 2.1.10 | (3,577,760) | — | (3,577,760) | — | ||||
| Dividends paid | 17 | — | (838,971) | (1,698,703) | (2,779,081) | ||||
| Dividends paid for preferred shares | 17 | — | — | (994,592) | (668,022) | ||||
| Gain on banking operations with derivatives | 22,100 | — | 22,100 | 20,993 | |||||
| Cash received from financing secured by shares | 2.1.9 | 2,792,853 | — | 2,792,853 | — | ||||
| Cash received from issuance of preferred shares of subsidiary | 5.13 | 4,000,000 | — | 4,000,000 | — | ||||
| Net cash generated from (used in) financing activities | 3,219,427 | 1,266,906 | (2,351,940) | (6,605,868) | |||||
| Increase in cash and cash equivalents | 13,187,560 | 408,619 | 10,598,772 | 1,987,161 | |||||
| Cash and cash equivalents at the beginning of the year | 2,201,267 | 1,769,976 | 16,903,542 | 14,658,481 | |||||
| Effect of the foreign exchange rate changes | (5,522) | 22,672 | (258,631) | 257,900 | |||||
| Cash and cash equivalents at the end of the year | 15,383,305 | 2,201,267 | 27,243,683 | 16,903,542 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Table of Contents
Statement of cash flow
(In thousands of Brazilian reais - R$)
Non-cash transactions:
The Company prepares its cash flow statements—both parent company and consolidated—using the indirect method. For the year ended December 31, 2025, the following transactions did not involve cash or cash equivalents and therefore are not reflected in the cash flow statements:
| (i) | Recognition of right-of-use assets arising from lease liabilities in the amount of R$ 731,896 (R$ 1,179,931 as of December 31, 2024), resulting from the application of inflation indices and new contracts accounted for under CPC 06 / IFRS 16 - Leases (Note 11.4). | |
|---|---|---|
| (ii) | Acquisition of property, plant and equipment and intangible assets financed through installment payment arrangements totaling R$ 763,783 (R$ 1,330,439 as of December 31, 2024). |
Classification of dividends and interest on shareholders' equity:
Dividends and interest on shareholders' equity received are classified as cash flows from investing activities. Dividends and interest on shareholders' equity paid are classified as cash flow from financing activities.
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Table of Contents
Statement of value added
(In thousands of reais)
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 Restated (Note 3.3) | ||||
| Revenue | |||||||
| Net sales | — | — | 45,964,581 | 47,810,883 | |||
| Capitalization of assets constructed for own use | 5,312,208 | 5,248,643 | |||||
| Other income, net | 238,350 | (79,955) | 2,564,912 | 2,278,529 | |||
| Impairment gain (loss) on trade receivables | — | — | (44,478) | 25,279 | |||
| 238,350 | (79,955) | 53,797,223 | 55,363,334 | ||||
| Inputs purchased from third parties | |||||||
| Cost of goods sold and services rendered | — | — | 28,415,185 | 28,163,034 | |||
| Materials, energy, third-party services and other | 127,692 | 160,083 | 2,848,135 | 3,805,298 | |||
| Impairment | 265,880 | — | 1,493,752 | — | |||
| 393,572 | 160,083 | 32,757,072 | 31,968,332 | ||||
| Gross value added | (155,222) | (240,038) | 21,040,151 | 23,395,002 | |||
| Retention | |||||||
| Depreciation and amortization | 23,490 | 15,862 | 3,890,832 | 7,023,983 | |||
| Net value added | (178,712) | (255,900) | 17,149,319 | 16,371,019 | |||
| Value added transferred in | |||||||
| Impairment in associate | — | — | — | (4,672,396) | |||
| Interest in earnings (losses) of subsidiaries and associates | (4,764,200) | (2,960,668) | 219,922 | 1,719,031 | |||
| Interest in losses of joint ventures | (1,224,526) | (142,161) | (10,885,023) | (1,229,980) | |||
| Proft for the period from discontinued operation, net of tax | — | 185,087 | — | 273,875 | |||
| Finance income | 2,309,967 | 291,426 | 6,791,007 | 2,655,899 | |||
| (3,678,759) | (2,626,316) | (3,874,094) | (1,253,571) | ||||
| Value added to be distributed | (3,857,471) | (2,882,216) | 13,275,225 | 15,117,448 | |||
| Distribution of value added | |||||||
| Personnel and payroll charges | 183,290 | 179,023 | 3,050,678 | 2,828,380 | |||
| Direct remuneration | 155,781 | 138,983 | 2,469,251 | 2,276,179 | |||
| Benefits | 16,891 | 13,803 | 446,944 | 430,670 | |||
| FGTS and other | 10,618 | 26,237 | 134,483 | 121,531 | |||
| Taxes, fees and contributions | 629,268 | 774,511 | 5,250,854 | 8,740,185 | |||
| Federal | 619,303 | 755,026 | 2,614,822 | 5,287,771 | |||
| State | 1 | — | 2,330,505 | 3,183,301 | |||
| Municipal | 9,964 | 19,485 | 305,527 | 269,113 | |||
| Financial expenses and rents | 5,052,096 | 5,588,045 | 15,168,094 | 11,710,649 | |||
| Interest and foreign exchange variation | 4,898,906 | 5,538,694 | 14,576,868 | 11,542,720 | |||
| Rents | 3 | — | 124,194 | 161,893 | |||
| Other | 153,187 | 49,351 | 467,032 | 6,036 | |||
| Equity remuneration | (9,722,125) | (9,423,795) | (10,194,401) | (8,161,766) | |||
| Proposed dividends | — | — | 2,831,692 | — | |||
| Non-controlling interests | — | — | (472,276) | 1,262,029 | |||
| Loss for the year | (9,722,125) | (9,608,882) | (12,553,817) | (9,697,670) | |||
| Profit for the year from discontinued operations, net of taxes | — | 185,087 | — | 273,875 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Operations
Cosan S.A. ("Cosan" or "the Company") is a publicly held Brazilian corporation listed on the Novo Mercado, the highest corporate governance tier of B3 S.A. — Brasil Bolsa Balcão ("B3"), under the trading symbol "CSAN3." The Company's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the ticker symbol "CSAN." Cosan is a sociedade anônima incorporated under the laws of Brazil with no fixed term and is headquartered in São Paulo, State of São Paulo. The Company's controlling shareholder is Mr. Rubens Ometto Silveira Mello.
As of December 31, 2025, the Cosan Corporate segment comprises the following entities:
| (i) | Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
|---|---|
| (ii) | Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 12.73% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.06% stake in Raízen S.A. (“Raízen”). |
Public share offering transactions
In September 2025, Cosan S.A. announced a strategic agreement with anchor investors — represented by the Aguassanta holding companies and institutional funds from BTG Pactual and Perfin — to conduct two primary public offerings of shares. As part of this arrangement, Vertiz Holding S.A. ("Vertiz") was incorporated as a new holding company to consolidate these investors' joint ownership interest in the Company.
In November 2025, the offerings were completed at a price of R$ 5.00 per share. The first offering issued 1,812,500,000 common shares, including an overallotment option (greenshoe) of 362,500,000 shares, raising R$ 9,062,500,000. The anchor investors subscribed for 1,450,000,000 shares through Vertiz, subject to a four-year lock-up on half of the shares.
The second offering issued 287,500,000 shares, including an overallotment option of 100,000,000 shares, raising R$ 1,437,500,000, with preemptive rights granted to existing shareholders.
On November 7, 2025, a shareholders' agreement was signed between the Aguassanta holdings, the investing funds, and Vertiz. With a twenty-year term, the agreement established a bound vote for 1,125,184,190 shares (28.42% of total share capital following both offerings, excluding treasury shares).
The offerings resulted in total net proceeds of R$ 10,270,000, of which R$ 8,170,000 was allocated to the capital reserve and R$ 2,100,000 to share capital. Consequently, the share capital increased from R$ 8,182,739 to R$ 10,282,739 (Explanatory Note 17), with a total issuance of 2,100,000,000 new shares.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The net proceeds were earmarked for strengthening the capital structure, credit profile, and liquidity of the Company and its subsidiaries. The offerings were registered automatically with the CVM, without a supplementary lot or price stabilization.
On January 30, 2026, Vertiz redeemed Class C and Class D registered preferred shares by delivering shares issued by the Company to the respective holders, reducing its direct stake in Cosan from 36.56% to 24.19%. As a result, FIP BTG Pactual Multiestratégia III (BPAC3) now directly holds 8.36% of Cosan's voting capital, alongside other BTG Pactual funds (1.31% and 0.86%) and Perfin Rally FIP (1.83%).
The shareholder block maintained its consolidated stake unchanged, and control of the Company remained stable, as the Shareholders' Agreement ensures the coordination of votes for the entire block.
- Significant events and debt instruments incurred in the year
2.1 Portfolio
2.1.1 - Acquisition of DIPI Holdings Ltda. by Moove
On September 29, 2024, indirect subsidiary Cosan Lubrificantes e Especialidades S.A. ("CLE" – Moove segment) entered into a share purchase agreement to acquire 100% of the shares of DIPI Holdings Ltda. ("DIPI") for a purchase price of R$ 329,006. The transaction was completed on January 2, 2025, following satisfaction of all closing conditions. The Company performed the allocation of the purchase price to identifiable assets acquired and liabilities assumed, as detailed in Note 9.2.
2.1.2 - Disposal of equity interest in Vale S.A.
On January 16, 2025, the Company disposed of 173,073,795 common shares of Vale S.A. ("Vale"), representing 4.05% of its share capital, for net proceeds of R$ 8,892,802, net of brokerage commissions.
Following this transaction, the Company retained a holding of 4,268,720 common shares of Vale, equivalent to 0.10% of share capital, with a carrying amount of R$ 242,036. As of December 31, 2025, the fair value of this remaining position, classified as financial instruments, was R$ 307,177. Subsequently, on January 12, 2026, the Company disposed of the remaining interest for R$ 319,723.
Additionally, on January 9 and 12, 2026, the Company early-terminated its call spread derivative structure related to 4,268,720 shares. This transaction generated cash inflows of R$ 91,853.
2.1.3 - Fire at Moove lubricants plant
On February 8, 2025, a fire occurred at Moove's Ilha do Governador Complex ("CIG") in Rio de Janeiro. The incident primarily affected the finished lubricants manufacturing and bottling areas, which were non-operational at the time of the event, representing 10% of the complex's total area.
Moove immediately activated emergency and risk management protocols. Containment measures, implemented in accordance with the company's contingency plan, were effective in minimizing damage to infrastructure, the local community, and the environment. There were no casualties, injuries, or identified environmental impacts.
Moove promptly initiated its business continuity plan and currently operates its blending and filling activities with full stability through its alternative production ecosystem.
- Financial assessment of the fire
a) Operational interruption:
The fire was confined to the finished lubricants manufacturing area. As of December 31, 2025, the cleanup and operational restoration plan for the affected area was substantially complete. All other CIG operations (bulk lubricants and base oil operations, tank terminals, maritime operations, and pier operations) remained fully operational without interruption.
To mitigate the impacts on the affected areas, Moove implemented the following measures:
i. Relocation of blending and filling activities to other production plants, including approved third-party partners.
ii. Activating strategic alliances to ensure product availability and supply chain continuity.
iii. Utilization of safety stock distributed across the of distribution center network.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Write-off of property, plant and equipment :
Moove engaged a specialized third-party firm, familiar with its operations, to perform a physical inventory of damaged and unaffected assets at the CIG, with the objective of determining the actual extent of loss, identifying and cataloging affected assets, and quantifying accounting write-offs (net carrying amount after accumulated depreciation), in accordance with CPC 01/IAS 36 – Impairment of Assets. Additionally, Moove conducted internal due diligence and on-site inspections of the directly impacted area and adjacent zones exposed to intense heat or chemicals used in fire suppression.
Based on these assessments, a definitive write-off of damaged property, plant and equipment totaling R$ 51,288 was recognized as of December 31, 2025, recorded in the income statement within other net operating income (expenses).
c) Inventory write-offs
Following the incident, an assessment of inventory losses was performed, including products located directly in the impacted area and adjacent zones (which underwent qualitative chemical changes due to exposure to high temperatures). As of December 31, 2025, total inventory losses amounted to R$ 35,996, with reversal of related tax credits in the amount of R$ 11,406, resulting in total recognized losses of R$ 47,402 charged to cost of goods sold.
d) Insurance recoveries received and receivable
Moovemaintains an active insurance policy covering material damage and business interruption losses. Technical analyses were performed and independent reports were issued by qualified adjusters, in addition to a coverage confirmation letter issued by the insurers on June 30, 2025, attesting to the existence of and entitlement to insurance coverage. From that date forward, Moove became entitled to receive insurance recoveries for both material damage and business interruption.
To quantify the recoveries, independent firms specialized in large-loss insurance calculations were engaged.
On December 19, 2025, a final settlement agreement was executed between the parties, securing receipt of the full insurance recovery for operational losses in the amount of R$ 933,683. Of this amount, R$ 500,000 had already been received in 2025 as an interim payment.
As of December 31, 2025, the balance of insurance recoveries receivable recognized in the Company's current assets totaled R$ 433,683, recorded in other operating income. The full amount was settled by the insurers during January 2026.
2.1.4 - Rumo Malha Norte S.A. corporate reorganization
On February 19, 2025, Rumo S.A. (“Rumo”) and Rumo Malha Norte S.A. (“Rumo Malha Norte”) approved a corporate reorganization to simplify their structure. The process involved Rumo's acquisition of the non-controlling shareholders' interests in Rumo Malha Norte (0.26% of share capital), in the amount of R$ 18,774, making it a wholly owned subsidiary, with minority shareholders receiving Rumo shares in exchange. Following the statutory appraisal rights period in July, the share transfer was completed on August 14, 2025.
2.1.5 - Cosan Dez share capital reduction
On February 27, 2025, the Company received the amount of R$ 1,013,760 related to the share capital reduction of Cosan Dez Participações S.A. (“Cosan Dez”), approved at an Extraordinary General Meeting held on June 26, 2024.
2.1.6 - Redemption of Cosan Nove preferred shares
On March 31, 2025, the Company redeemed 1,087,179,567 preferred shares of Cosan Nove, previously held by Banco Itaú, for R$ 2,169,000. Following the transaction, the preferred shares were converted into common shares, increasing the Company's ownership interest in Cosan Nove to 87.27%, with a resulting change in ownership interest of R$ 975,073 (see Note 9.1).
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
2.1.7 - Termination of Terminal XXXIX share sale agreement
On June 5, 2025, Rumo announced the termination of the share sale agreement for Terminal XXXIX de Santos S.A. (“Terminal XXXIX”) due to non-satisfaction of contractual closing conditions. The termination was executed without penalties, fines, or reimbursement obligations, maintaining Rumo's 50% equity interest in Terminal XXXIX.
As a consequence of the termination, the investment was reclassified from "non-current assets held for sale" to "investments in subsidiaries". Equity method results were recognized for both the current period and the prior period during which the asset had been classified as held for sale, totaling R$ 50,877.
2.1.8 - Rumo S.A. dividend payment
On June 11, 2025, Rumo approved a dividend distribution from retained earnings in the amount of R$ 1,500,000. Payment was made on June 25, 2025, with the Company receiving R$ 455,893, without monetary adjustment or interest accrual between the approval date and the actual deposit date.
2.1.9 - Sale of RAIL3 shares and total return swap
In December 2025, the Company disposed of a total of 184,700,000 shares of Rumo through an auction on B3, equivalent to 9.94% of its equity interest. Simultaneously, on December 15 and 22 of the same month, it entered into Total Return Swap ("TRS") transactions with Banco Santander (Brasil) S.A. ("Santander") and BNP Paribas Brasil S.A. ("BNP"). The contracts have as underlying assets 92,500,000 and 92,200,000 Rumo common shares (B3 ticker: RAIL3), respectively, totaling a notional amount of R$ 2,794,724. The TRS agreements, maturing in January 2027, provide economic exposure to share price fluctuations and distributions, in exchange for payment of a rate equivalent to the Brazilian Interbank Deposit Certificate ("CDI") rate plus a spread. The contracts were accounted for as financing arrangements, with Rumo shares pledged as collateral, and the corresponding financial liability was classified and subsequently measured at amortized cost.
Although formal disposal of the shares occurred in the market, there was no substantial transfer of risks and rewards associated with the original investment, due to the simultaneous execution of TRS agreements that restored the Company's full economic exposure to the disposed shares. Accordingly, derecognition of the investment in the subsidiary did not occur, and Rumo continues to be fully consolidated.
It should be noted that, upon settlement of these contracts, the Company has no obligation to repurchase the shares.
Total net proceeds from the transaction, after transaction costs, amounted to R$ 2,792,853. After interest adjustments, the final balance on December 31, 2025, is R$ 2,804,606.
2.1.10 - Transactions with Cosan Dez preferred shareholders
On December 30, 2025, at an Extraordinary General Meeting of subsidiary Cosan Dez, shareholders approved (i) a share capital increase of R$ 153,592 through the issuance of 30,675,567 no-par-value common shares; and (ii) an interim dividend distribution totaling R$ 623,591, paid exclusively to holders of Cosan Dez non-voting preferred shares.
On the same date, Cosan Dez approved:
| (i) | the repurchase of Class A preferred shares through payment of R$ 3,577,760 to Bradesco BBI S.A. ("Bradesco"), resulting in a change in ownership interest of R$ 2,655,132 thousand (see Note 9.1); | |
|---|---|---|
| (ii) | the creation of four new classes of preferred shares – Class A, Class B, Class C, and Class D – all with restricted voting rights; and | |
| (iii) | the voluntary conversion of 174,856,299 common shares into Class A preferred shares and another 174,856,299 common shares into Class B preferred shares. |
Also on December 30, 2025, Cosan entered into a shareholders’ agreement with Bradesco and BTG Holding. Under the agreement, Bradesco acquired 174,856,299 Class A preferred shares for R$2,000,000, and BTG acquired 174,856,299 Class B preferred shares for R$2,000,000.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The agreement includes (i) a put option that gives the investors the right to require the Company to repurchase the preferred shares on the dates stipulated in the contract and (ii) a call option that gives the Company the right to repurchase the preferred shares on the same dates. Because exercise of the put option is substantively inevitable after the contractual term, the Company recognized a financial liability of R$3,844,648. This amount represents the present value of the obligation to repurchase the shares issued by subsidiary Cosan Dez. The liability is classified as a non-current liability in the line item " Put option liability on subsidiary shares."
The investment in Cosan Dez continues to be fully recognized as a non-current asset, with transaction costs amortized using the effective interest method (see Note 5.13).
On February 19, 2026, Bradesco exercised its conversion right under the shareholders’ agreement and converted its Class B preferred shares in Cosan Dez—representing 4.99% of the subsidiary’s share capital—into Class D preferred shares. Following the conversion, these shares represent 11.50% of Cosan Dez’s share capital.
The transaction was completed in accordance with the terms of the existing shareholders’ agreement.
2.1.11 - Going concern uncertainty related to the joint venture Raízen S.A.
The Company holds a significant interest in Raízen, which is classified as a joint venture and accounted for using the equity method. On February 12, 2026, Raízen issued in its interim financial statements, significant uncertainty regarding its ability to continue as a going concern.
In response, Raízen revised the key assumptions used in its impairment tests and recorded the necessary adjustments and provisions. These events, coupled with the high level of indebtedness, resulted in significant losses and negative shareholders’ equity of R$1,132,503 on December 31, 2025. As of the authorization date of these financial statements, no formal capital injection agreement had been signed.
Based on information available as of December 31, 2025, the investment in Raízen was reduced to zero on the Company's balance sheet, with no additional liability recognized, as the Company concluded, jointly with its legal advisors, through a review of contracts, corporate documents, and other related to Raízen, that it has no legal or constructive obligations to provide financial support to Raízen. The evolution of Raízen's corporate and financial restructuring process will continue to be monitored by Management, with any potential impacts to be recognized in the periods in which they occur.
On March 4, 2026, Raízen disclosed a material fact presenting proposals to strengthen its capital structure. Raízen intends to establish an orderly negotiation environment with its financial creditors to seek a consensual solution. If necessary, the implementation of this solution will occur through an extrajudicial recovery process.
2.2 New debts
2.2.1 - Early redemption of debentures
On January 22, 2025, the Company exercised its optional early redemption right for the entire outstanding amount of the 1st Series of the 3rd Issuance debentures. These were unsecured, non-convertible plain-vanilla debentures with an original maturity date in 2028. The total redemption amount was R$ 750,000, plus pro rata interest accrued from the last interest payment date to the effective redemption date, and the redemption premium stipulated in the indenture.
2.2.2 - Early redemption of Senior Notes due 2027 (“Bond 2027”)
On January 29, 2025, the Company notified the market of its decision to exercise the early redemption clause on the Bond 2027. The full redemption, in the amount of U.S.$ 392,000 thousand (equivalent to R$ 2,250,825 on the payment date), was completed on March 14, 2025, at par value.
2.2.3 - Tender offers for Bonds and Debentures
During the year, the Company executed partial repurchases of its 5th and 6th Debenture Issuances and securities issued by Cosan Luxembourg S.A. ("Cosan Lux"), specifically the 2029, 2030, and 2031 Bonds, as detailed in the table below:
| Notes | Added value of the principal | Added value paid upon repurchase | Interest paid | Prize | Gain/Loss |
|---|---|---|---|---|---|
| 5.50% Senior notes – 2029 | 1,347,741 | 1,228,072 | (30,487) | (67,135) | 52,534 |
| 7.50% Senior notes – 2030 | 1,600,016 | 1,572,518 | (17,055) | (80,379) | (52,881) |
| 7.25% Senior notes – 2031 | 1,637,819 | 1,588,054 | (18,008) | (82,112) | (32,347) |
| 5^th^ and 6^th^ Debentures | 1,152,469 | 1,152,469 | (52,384) | (17,714) | (17,714) |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
2.2.4 - Early repayments
On February 12 and 13, 2025, the Company prepaid Loan 4.131 and debentures in the amounts of U.S.$ 600,000 thousand (equivalent to R$ 3,462,660) and U.S.$ 300,000 thousand (equivalent to R$ 1,733,640), respectively. These loan and debenture facilities had originally been contracted in February 2024 and December 2023, respectively.
Concurrently with the early repayments, the related TRS and interbank time deposit transactions that had been structured to support the foreign currency funding with foreign exchange hedging were terminated.
On January 16, 2026, Cosan S.A. announced the full early redemption of the first series of its 4th and 6th debenture issuances. Both series had a redemption date of February 2, 2026, for the following amounts:
| <ul><br><li class="mylistitemclass"><br></li><br></ul> | 1st series of the 4th issuance: total redemption value of R$400,000, plus remuneration calculated pro rata temporis from the date of the last remuneration payment to the actual payment date, plus the premium. | |
|---|---|---|
| <ul><br><li class="mylistitemclass"><br></li><br><br></ul> | 6th issuance: total redemption value of R$166,178, plus remuneration calculated pro rata temporis from the date of the last remuneration payment to the actual payment date, plus the premium. |
In addition, Cosan’s subsidiary Cosan Luxembourg S.A. exercised the early call clause on the bonds maturing in 2029, with full redemption on February 17, 2026.
These actions form part of the Company’s liability management strategy, which aims to reduce indebtedness and strengthen its capital structure.
On February 2, 2026, Cosan S.A. informed the market of the continuation of its liability management process, as outlined in the public offerings completed in 2025. In this context, its wholly owned subsidiary, Cosan Luxembourg S.A., fully redeemed the senior notes maturing in June 2030 (“Bond 2030”), with a principal amount of US$269,334 thousand, and the senior notes maturing in January 2031 (“Bond 2031”), with a principal amount of US$300,000 thousand.
With the redemptions described above, the Company has repaid approximately R$6.2 billion in debt to date. This reinforces its commitment to reducing indebtedness, lowering financial costs, and improving its capital structure.
2.2.5 - Debts incurred during the fiscal year
| Segment/Type | Date | Incidence of interest | Index | Objective | Funding cost | Value | Maturity |
|---|---|---|---|---|---|---|---|
| Cosan Corporate | |||||||
| Debentures | 03/12/2025 | Yearly | CDI + 0.60% p.a. | Capital management | (46,633) | 1,500,000 | 01/27/2029 |
| Debentures | 03/12/2025 | Yearly | CDI + 0.70% p.a. | Capital management | (13,797) | 500,000 | 03/27/2030 |
| Debentures | 03/12/2025 | Yearly | CDI + 1.00% p.a. | Capital management | (13,721) | 500,000 | 03/27/2032 |
| Compass | |||||||
| Debentures | 01/10/2025 | Yearly | DI + spread 0.50% p.a. | Investment | — | 410,000 | 01/07/2027 |
| Debentures | 02/18/2025 | Six-monthly | IPCA + 7.44% p.a. | Investment | (18,546) | 800,000 | 01/15/2033 |
| Loan 4.131 | 03/20/2025 | Yearly | CDI + 0.78% p.a. | Investment | (859) | 350,000 | 03/20/2026 |
| Institutional Debentures | 05/19/2025 | Six-monthly | CDI + 0.45% p.a. | Investment | (2,414) | 1,500,000 | 05/15/2028 |
| Debentures 12,431 | 10/09/2025 | Six-monthly | IPCA + 6.80% | Investment | (11,974) | 300,000 | 09/15/2037 |
| Debentures 12,431 | 10/09/2025 | Six-monthly | IPCA + 6.58% | Investment | (32,200) | 700,000 | 09/15/2040 |
| Debentures | 11/17/2025 | Six-monthly | CDI + 0.45% | Investment | (511) | 200,000 | 11/15/2029 |
| Commercial Note private | 11/26/2025 | Settlement | CDI + 1.20% | Investment | — | 53,900 | 03/31/2026 |
| BNDES | 12/17/2025 | Monthly | IPCA + 9.00% | Investment | (1,369) | 26,675 | 09/16/2041 |
| BNDES | 12/17/2025 | Monthly | Fixed rate | Investment | (105) | 215,825 | 09/16/2041 |
| Rumo | |||||||
| Debentures | 03/28/2025 | Yearly | IPCA + 7.47% p.a. | Capital management | (17,020) | 434,949 | 03/28/2037 |
| Debentures | 03/28/2025 | Yearly | IPCA + 7.53% p.a. | Capital management | (63,990) | 1,365,051 | 03/28/2040 |
| Debentures | 29/09/2025 | Six-monthly | IPCA + 6.58% p.a. | Investment | (46,187) | 1,000,000 | 10/15/2040 |
| Debentures | 12/16/2025 | Six-monthly | IPCA + 7.40% p.a. | Investment | (12,152) | 750,000 | 12/15/2040 |
| BNDES (Finem) | 12/18/2025 | Six-monthly | IPCA + 8.81% p.a. | Investment | (1,681) | 26,959 | 09/15/2035 |
| BNDES (Finem) | 12/18/2025 | Six-monthly | TR + 2.81% p.a. | Investment | (1,681) | 26,959 | 09/15/2035 |
| Moove | |||||||
| Loan 4.131 | 01/16/2025 | Yearly | CDI + 0.50% p.a. | Capital management | — | 500,000 | 01/18/2028 |
| Export credit notes | 12/19/2025 | Yearly | USD + 4.52% p.a. | Capital management | — | 275,700 | 12/17/2027 |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Statement of compliance and material accounting policies
3.1 Statement of compliance
These individual and consolidated financial statements have been prepared and are being presented in accordance with accounting practices adopted in Brazil, which fully incorporate the pronouncements, interpretations, and guidelines issued by the Accounting Pronouncements Committee (CPC), the International Financial Reporting Standards (IFRS® Accounting Standards) issued by the International Accounting Standards Board (IASB), including the interpretations issued by the IFRS Interpretations Committee (IFRIC® Interpretations), in compliance with the provisions of Law No. 6,404, of December 27, 1976 (Brazilian Corporation Law), and the rules issued by the Brazilian Securities and Exchange Commission (CVM).
The presentation of the Statements of Value Added ("DVA"), both individual and consolidated, is required under Brazilian corporate legislation and applicable Brazilian accounting practices for publicly traded companies. The DVA has been prepared in accordance with Technical Pronouncement CPC 09 – Demonstração do Valor Adicionado (DVA). As international accounting standards do not require this statement, it is presented as supplementary information without affecting the integrity of the complete set of financial statements.
The individual and consolidated financial statements appropriately reflect the effects of relevant transactions and economic events in accordance with applicable accounting policies, and the information contained therein is the same as that used by Management for operational decision-making purposes.
Additionally, regarding business continuity, the Company has sufficient insurance policies to cover any catastrophes or problems that may occur in its operations.
These financial statements were authorized for issuance by the Board of Directors on March 9, 2026.
3.2 Material accounting policies
The applicable accounting policies are described in the accompanying notes, except for those described below:
FUNCTIONAL PRESENTATION CURRENCY AND FOREIGN CURRENCY
The individual and consolidated financial statements are presented in reais (R$), the functional currency of the Company and its Brazilian-based subsidiaries, associates, and joint ventures, as it is the primary currency of the economic environment in which these entities operate, consume, and generate resources. The principal functional currencies of foreign-based subsidiaries are the U.S. dollar, the euro, and the pound sterling. All balances have been rounded to the nearest thousand, except where otherwise indicated.
Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate at the balance sheet date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when fair value was determined. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising from these translations are recognized in profit or loss for the period.
Assets and liabilities of foreign operations, including goodwill and other adjustments arising from business combinations, are translated into reais using the exchange rates at the balance sheet date. Revenue and expenses of these operations are translated using the average exchange rates for the dates of the transactions.
Exchange differences arising from the translation into the presentation currency are recognized directly in shareholders' equity as part of other comprehensive income. Where a subsidiary is not wholly owned, the portion attributable to non-controlling interests is allocated directly to the corresponding component of equity.
Upon complete disposal of a foreign entity resulting in loss of control, significant influence, or joint control, the accumulated balance of translation differences related to that entity is reclassified to profit or loss as part of the gain or loss on disposal. In partial disposals with retention of control over a subsidiary, the proportional portion of the accumulated balance is reclassified to equity and attributed to non-controlling interests. In partial disposals of an associate or joint venture with retention of significant influence or joint control, the proportional portion of the accumulated balance is reclassified directly to profit or loss.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The table below presents the reference exchange rates, expressed in reais or units of foreign currency, for the periods indicated, as published by the Central Bank of Brazil ("BACEN"):
| Closing rate | Average rate | |||||||
|---|---|---|---|---|---|---|---|---|
| Currency | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Dollar () | 5.50 | 6.19 | 5.45 | 6.10 | ||||
| Pound sterling () | 7.41 | 7.76 | 7.30 | 7.71 | ||||
| Euro () | 6.47 | 6.44 | 6.39 | 6.38 |
All values are in US Dollars.
USE OF JUDGMENT AND ESTIMATES
In preparing these financial statements, Management has applied judgments and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue, and expenses. Actual results may differ from these estimates.
Underlying estimates and assumptions are continuously reviewed and adjusted prospectively when necessary. Information regarding critical judgments and the main sources of estimation uncertainty that have a significant impact on the amounts recognized in the financial statements is described in the following notes:
• Note 5 – Other financial liabilities
• Note 5.5 – Leases
• Note 5.7 – Trade receivables
• Note 5.11 – Recognized Fair value measurement
• Note 8 – Assets and liabilities held for sale
• Note 9.2 – Acquisition of subsidiaries
• Note 10 – Investment in joint ventures
•Notes 11.1 and 11.2 – Property plant and equipment, intangible assets and goodwill
•Notes 11.5 – Investment Properties
• Note 12 – Commitments
• Note 15 – Income taxes
• Note 16 - Provisions for legal claims and deposits
• Note 23 – Post-employment benefits
• Note 24 – Share-based payment
3.3 Restatement in the statement of value added
We restated certain line items in the DVA for the year ended December 31, 2024. This restatement complies with CVM Resolution 199/2024 and ensures comparability with the fiscal year 2025. The adjustments resulted in the following reclassifications:
• 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.”
• 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.
These adjustments did not have a material impact on the ratios in the separate and consolidated financial statements.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| 2024 | Restatement | 2024 Restated | ||||
| Revenue | ||||||
| Net sales | 49,217,999 | (1,407,116) | 47,810,883 | |||
| Capitalization of assets constructed for own use | — | 5,248,643 | 5,248,643 | |||
| Other income, net | 2,284,390 | (5,861) | 2,278,529 | |||
| Impairment gain on trade receivables | 25,279 | — | 25,279 | |||
| 51,527,668 | 3,835,666 | 55,363,334 | ||||
| Inputs purchased from third parties | ||||||
| Cost of goods sold and services rendered | 26,288,059 | 1,874,975 | 28,163,034 | |||
| Materials, energy, third-party services and other | 2,324,006 | 1,481,292 | 3,805,298 | |||
| 28,612,065 | 3,356,267 | 31,968,332 | ||||
| Gross value added | 22,915,603 | 479,399 | 23,395,002 | |||
| Retention | ||||||
| Depreciation and amortization | 7,023,983 | — | 7,023,983 | |||
| Net value added | 15,891,620 | 479,399 | 16,371,019 | |||
| Value added transferred in | ||||||
| Impairment in associate | (4,672,396) | — | (4,672,396) | |||
| Interest in earnings (losses) of subsidiaries and associates | 1,719,031 | — | 1,719,031 | |||
| Interest in losses of joint ventures | (1,229,980) | — | (1,229,980) | |||
| Proft for the period from discontinued operation, net of tax | 273,875 | — | 273,875 | |||
| Finance income | 2,655,899 | — | 2,655,899 | |||
| (1,253,571) | — | (1,253,571) | ||||
| Value added to be distributed | 14,638,049 | 479,399 | 15,117,448 | |||
| Distribution of valor added | 14,638,049 | 479,399 | 15,117,448 | |||
| Personnel and payroll charges | 2,677,572 | 150,808 | 2,828,380 | |||
| Direct remuneration | 2,144,502 | 131,677 | 2,276,179 | |||
| Benefits | 411,539 | 19,131 | 430,670 | |||
| FGTS and other | 121,531 | — | 121,531 | |||
| Taxes, fees and contributions | 8,635,556 | 104,629 | 8,740,185 | |||
| Federal | 5,287,771 | — | 5,287,771 | |||
| State | 3,183,301 | — | 3,183,301 | |||
| Municipal | 164,484 | 104,629 | 269,113 | |||
| Financial expenses and rents | 11,486,687 | 223,962 | 11,710,649 | |||
| Interest and foreign exchange variation | 11,326,038 | 216,682 | 11,542,720 | |||
| Rents | 154,613 | 7,280 | 161,893 | |||
| Other | 6,036 | — | 6,036 | |||
| Equity remuneration | (8,161,766) | — | (8,161,766) | |||
| Non-controlling interests | 1,262,029 | — | 1,262,029 | |||
| Loss for the year | (9,697,670) | — | (9,697,670) | |||
| Profit for the year from discontinued operations, net of taxes | 273,875 | — | 273,875 | |||
| 37 | ||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Segment information
The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.
Reported segments:
| 1) | Raízen: operates in (i) production, marketing, origination, and trading of ethanol; (ii) production and marketing of bioenergy; (iii) resale and trading of electricity; (iv) production and marketing of other renewable products (solar energy and biogas); (v) production, marketing, origination, and trading of sugar; and (vi) trading and marketing of fossil and renewable fuels and lubricants through a franchised network of service stations under the Shell brand throughout Brazil and Latin America, with operations in Argentina and Paraguay. | |
|---|---|---|
| 2) | Compass: core activities include (i) distribution of piped natural gas in the South, Southeast, and Central-West regions to industrial, residential, commercial, automotive, and cogeneration segment customers; (ii) natural gas marketing; and (iii) other investments under development. | |
| 3) | 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. | |
| 4) | 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. | |
| 5) | 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. | |
| 6) | 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. |
Although Raízen is a joint venture accounted for under the equity method and is not proportionately consolidated, Management continues to monitor the segment information. Reconciliation for this segment is presented in the "Deconsolidation of a Joint Venture" column.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Twelve months ending December 31, 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported segments | Reconciliation | ||||||||||||||||
| Raízen | Compass | Moove | Rumo | Radar | Cosan Corporate | Deconsolidation of a Joint Venture | Eliminations between segments | Consolidated | |||||||||
| Statement of profit or loss | |||||||||||||||||
| Net sales | 232,246,624 | 16,604,055 | 9,320,131 | 13,847,776 | 653,785 | 3,413 | (232,246,624) | (10,564) | 40,418,596 | ||||||||
| Cost of sales | (223,039,900) | (12,573,021) | (7,036,165) | (7,562,149) | (82,216) | — | 223,039,900 | 10,564 | (27,242,987) | ||||||||
| Gross profit | 9,206,724 | 4,031,034 | 2,283,966 | 6,285,627 | 571,569 | 3,413 | (9,206,724) | — | 13,175,609 | ||||||||
| Selling expenses | (6,034,060) | (231,057) | (1,560,734) | (58,352) | — | — | 6,034,060 | — | (1,850,143) | ||||||||
| General and administrative expenses | (2,351,926) | (848,007) | (655,965) | (637,450) | (96,000) | (290,326) | 2,351,926 | — | (2,527,748) | ||||||||
| Other operation income (expenses), net | (1,468,576) | 658,043 | 916,112 | 123,460 | 1,308,677 | 154,979 | 1,468,576 | — | 3,161,271 | ||||||||
| Impairment | (6,496,680) | — | — | (1,227,872) | — | (265,880) | 6,496,680 | — | (1,493,752) | ||||||||
| Interest in (losses) earnings of subsidiaries and associates | (24,276) | 116,282 | — | 101,526 | — | 2,275,269 | 24,276 | (2,273,155) | 219,922 | ||||||||
| Interest in (losses) earnings of joint ventures | (177,680) | — | — | (7,273) | — | (10,877,750) | 177,680 | — | (10,885,023) | ||||||||
| Finance results, net | (9,129,988) | (1,637,661) | (321,628) | (3,025,182) | 63,182 | (2,870,132) | 9,129,988 | — | (7,791,421) | ||||||||
| Finance expense | (8,263,562) | (2,177,941) | (301,109) | (3,281,087) | (4,032) | (3,185,446) | 8,263,562 | — | (8,949,615) | ||||||||
| Finance income | 3,009,112 | 857,063 | 73,590 | 1,468,558 | 67,214 | 1,116,892 | (3,009,112) | — | 3,583,317 | ||||||||
| Foreign exchange variation, net | 2,834,418 | 180,259 | 65,165 | 686,037 | — | 1,465,891 | (2,834,418) | — | 2,397,352 | ||||||||
| Net effect of derivatives | (6,709,956) | (497,042) | (159,274) | (1,898,690) | — | (2,267,469) | 6,709,956 | — | (4,822,475) | ||||||||
| Income tax | (5,838,506) | (628,927) | (103,783) | (689,358) | (186,368) | (594,680) | 5,838,506 | — | (2,203,116) | ||||||||
| Net (loss) profit for the year | (22,314,968) | 1,459,707 | 557,968 | 865,126 | 1,661,060 | (12,465,107) | 22,314,968 | (2,273,155) | (10,194,401) | ||||||||
| (Loss) profit attributable to: | |||||||||||||||||
| Owners of the Company | (22,257,204) | 1,129,707 | 390,394 | 256,763 | 496,291 | (9,722,125) | 22,257,204 | (2,273,155) | (9,722,125) | ||||||||
| Non-controlling interests | (57,764) | 330,000 | 167,574 | 608,363 | 1,164,769 | (2,742,982) | 57,764 | — | (472,276) | ||||||||
| (22,314,968) | 1,459,707 | 557,968 | 865,126 | 1,661,060 | (12,465,107) | 22,314,968 | (2,273,155) | (10,194,401) | |||||||||
| Other selected data | |||||||||||||||||
| Depreciation and amortization | 9,706,642 | 1,247,648 | 406,026 | 2,213,331 | 272 | 23,555 | (9,706,642) | — | 3,890,832 | ||||||||
| EBITDA | 2,360,168 | 4,973,943 | 1,389,405 | 6,792,997 | 1,784,518 | (8,976,740) | (2,360,168) | (2,273,155) | 3,690,968 | ||||||||
| Additions to fixed assets, intangible assets and contract assets | 9,876,006 | 2,197,125 | 146,112 | 6,096,341 | 10,428 | 9,861 | (9,876,006) | — | 8,459,867 | ||||||||
| Reconciliation of EBITDA | |||||||||||||||||
| Profit (loss) for the year, net | (22,314,968) | 1,459,707 | 557,968 | 865,126 | 1,661,060 | (12,465,107) | 22,314,968 | (2,273,155) | (10,194,401) | ||||||||
| Income taxes | 5,838,506 | 628,927 | 103,783 | 689,358 | 186,368 | 594,680 | (5,838,506) | — | 2,203,116 | ||||||||
| Finance results, net | 9,129,988 | 1,637,661 | 321,628 | 3,025,182 | (63,182) | 2,870,132 | (9,129,988) | — | 7,791,421 | ||||||||
| Depreciation and amortization | 9,706,642 | 1,247,648 | 406,026 | 2,213,331 | 272 | 23,555 | (9,706,642) | — | 3,890,832 | ||||||||
| EBITDA | 2,360,168 | 4,973,943 | 1,389,405 | 6,792,997 | 1,784,518 | (8,976,740) | (2,360,168) | (2,273,155) | 3,690,968 | ||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Twelve months ending December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported segments | Reconciliation | ||||||||||||||||
| Raízen | Compass | Moove | Rumo | Radar | Cosan Corporate | Deconsolidation of Joint Venture | Eliminations between segments | Consolidated | |||||||||
| Statement of profit or loss | |||||||||||||||||
| Net sales | 251,198,776 | 18,383,448 | 10,248,369 | 13,936,389 | 1,441,809 | 2,160 | (251,198,776) | (61,433) | 43,950,742 | ||||||||
| Cost of sales | (237,636,637) | (14,706,965) | (7,309,994) | (7,533,536) | (746,956) | (43) | 237,636,637 | 61,433 | (30,236,061) | ||||||||
| Gross profit | 13,562,139 | 3,676,483 | 2,938,375 | 6,402,853 | 694,853 | 2,117 | (13,562,139) | — | 13,714,681 | ||||||||
| Selling expenses | (6,634,623) | (195,472) | (1,331,412) | (49,006) | — | — | 6,634,623 | — | (1,575,890) | ||||||||
| General and administrative expenses | (3,020,473) | (818,420) | (921,196) | (661,678) | (73,201) | (370,787) | 3,020,473 | — | (2,845,282) | ||||||||
| Other operation income (expenses), net | 2,029,354 | 858,402 | 84,081 | (146,740) | 1,265,098 | (511,007) | (2,029,354) | — | 1,549,834 | ||||||||
| Impairment | — | (6,155) | — | (3,149,245) | — | — | — | — | (3,155,400) | ||||||||
| Impairment in associate | — | — | — | — | — | (4,672,396) | — | — | (4,672,396) | ||||||||
| Interest in earnings (losses) of subsidiaries and associates | (235,631) | 154,487 | — | 40,348 | 21,531 | 3,509,443 | 235,631 | (2,006,778) | 1,719,031 | ||||||||
| Interest in earnings (losses) of joint ventures | — | — | — | (7,445) | — | (1,222,535) | — | (1,229,980) | |||||||||
| Finance results, net | (7,273,308) | (854,169) | (181,139) | (2,577,844) | 27,756 | (5,164,321) | 7,273,308 | — | (8,749,717) | ||||||||
| Finance expense | (4,741,898) | (1,587,619) | (182,407) | (3,242,246) | (27,130) | (2,597,714) | 4,741,898 | — | (7,637,116) | ||||||||
| Finance income | 995,444 | 977,905 | 129,175 | 1,102,136 | 54,886 | 391,797 | (995,444) | — | 2,655,899 | ||||||||
| Foreign exchange, net | (4,974,022) | (578,412) | (212,224) | (1,455,848) | — | (3,494,875) | 4,974,022 | — | (5,741,359) | ||||||||
| Net effect of derivatives | 1,447,168 | 333,957 | 84,317 | 1,018,114 | — | 536,471 | (1,447,168) | — | 1,972,859 | ||||||||
| Income tax | (1,102,531) | (966,578) | (194,579) | (800,485) | (130,285) | (1,098,595) | 1,102,531 | — | (3,190,522) | ||||||||
| (Loss) profit for the year of continued operation | (2,675,073) | 1,848,578 | 394,130 | (949,242) | 1,805,752 | (9,528,081) | 2,675,073 | (2,006,778) | (8,435,641) | ||||||||
| Profit from discontinued operations | — | 273,875 | — | — | — | 241,010 | — | (241,010) | 273,875 | ||||||||
| Net (loss) profit for the year | (2,675,073) | 2,122,453 | 394,130 | (949,242) | 1,805,752 | (9,287,071) | 2,675,073 | (2,247,788) | (8,161,766) | ||||||||
| (Loss) profit attributable to: | |||||||||||||||||
| Owners of the Company | (2,732,286) | 1,730,597 | 275,921 | (291,680) | 532,950 | (9,423,795) | 2,732,286 | (2,247,788) | (9,423,795) | ||||||||
| Non-controlling interests | 57,213 | 391,856 | 118,209 | (657,562) | 1,272,802 | 136,724 | (57,213) | — | 1,262,029 | ||||||||
| (2,675,073) | 2,122,453 | 394,130 | (949,242) | 1,805,752 | (9,287,071) | 2,675,073 | (2,247,788) | (8,161,766) | |||||||||
| Other selected data | |||||||||||||||||
| Depreciation and amortization | 10,036,600 | 1,088,610 | 460,391 | 2,303,380 | 273 | 15,929 | (10,036,600) | — | 3,868,583 | ||||||||
| EBITDA | 15,737,366 | 5,031,810 | 1,230,239 | 4,732,467 | 1,908,554 | (3,008,226) | (15,737,366) | (2,247,788) | 7,647,056 | ||||||||
| Additions to fixed assets, intangible assets and contract assets | 12,349,347 | 2,135,908 | 186,040 | 5,492,724 | 6,414 | 13,435 | (12,349,347) | — | 7,834,521 | ||||||||
| Reconciliation of EBITDA | |||||||||||||||||
| (Loss) profit for the year, net | (2,675,073) | 2,122,453 | 394,130 | (949,242) | 1,805,752 | (9,287,071) | 2,675,073 | (2,247,788) | (8,161,766) | ||||||||
| Income tax | 1,102,531 | 966,578 | 194,579 | 800,485 | 130,285 | 1,098,595 | (1,102,531) | — | 3,190,522 | ||||||||
| Finance results, net | 7,273,308 | 854,169 | 181,139 | 2,577,844 | (27,756) | 5,164,321 | (7,273,308) | — | 8,749,717 | ||||||||
| Depreciation and amortization | 10,036,600 | 1,088,610 | 460,391 | 2,303,380 | 273 | 15,929 | (10,036,600) | — | 3,868,583 | ||||||||
| EBITDA | 15,737,366 | 5,031,810 | 1,230,239 | 4,732,467 | 1,908,554 | (3,008,226) | (15,737,366) | (2,247,788) | 7,647,056 | ||||||||
| 40 | |||||||||||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| December 31, 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported segments | Reconciliation | ||||||||||||||||
| Raízen | Compass | Moove | Rumo | Radar | Cosan Corporate | Deconsolidation of Joint Venture | Eliminations between segments | Consolidated | |||||||||
| Statement of financial position: | |||||||||||||||||
| Cash and cash equivalents | 16,787,376 | 3,430,108 | 1,246,014 | 7,018,132 | 19,614 | 15,529,815 | (16,787,376) | — | 27,243,683 | ||||||||
| Marketable securities | 519,918 | 1,471,735 | 526,815 | 416,287 | 143,605 | 434,151 | (519,918) | — | 2,992,593 | ||||||||
| Trade receivables | 7,698,087 | 1,541,952 | 1,071,055 | 667,292 | 388,864 | — | (7,698,087) | — | 3,669,163 | ||||||||
| Derivative financial instruments | 7,390,653 | 218,195 | 37,689 | 1,804,841 | — | 206,383 | (7,390,653) | — | 2,267,108 | ||||||||
| Inventories | 13,023,684 | 209,199 | 1,496,570 | 263,489 | — | — | (13,023,684) | — | 1,969,258 | ||||||||
| Sectorial financial assets | — | 728,954 | — | — | — | — | — | — | 728,954 | ||||||||
| Other financial assets | 94,026 | 4,823 | 980 | — | 2 | — | (94,026) | — | 5,805 | ||||||||
| Other current assets | 16,476,770 | 703,324 | 715,511 | 1,204,266 | 33,085 | 1,956,812 | (16,476,770) | (496,920) | 4,116,078 | ||||||||
| Other non-current assets | 8,268,816 | 1,896,910 | 262,010 | 3,800,660 | 53,257 | 1,943,783 | (8,268,816) | (45,082) | 7,911,538 | ||||||||
| Investment in subsidiaries and associates | 757,936 | 1,315,190 | — | 396,810 | — | 16,077,939 | (757,936) | (16,068,631) | 1,721,308 | ||||||||
| Investment in joint ventures | 1,201,730 | — | — | 48,847 | — | 11,509 | (1,201,730) | — | 60,356 | ||||||||
| Biological assets | 1,562,942 | — | — | — | — | — | (1,562,942) | — | — | ||||||||
| Investment property | — | — | — | — | 18,221,781 | — | — | — | 18,221,781 | ||||||||
| Contract assets | 2,803,105 | 1,041,771 | 2,842 | — | — | — | (2,803,105) | — | 1,044,613 | ||||||||
| Right-of-use assets | 6,806,538 | 1,555,212 | 300,064 | 7,792,217 | 2,787 | 12,649 | (6,806,538) | — | 9,662,929 | ||||||||
| Property, plant and equipment | 31,775,056 | 1,942,618 | 861,572 | 23,948,573 | 11 | 42,951 | (31,775,056) | — | 26,795,725 | ||||||||
| Intangible assets | 3,520,050 | 17,287,600 | 2,985,630 | 6,421,681 | — | 11,715 | (3,520,050) | — | 26,706,626 | ||||||||
| Loans, borrowings and debentures | (70,013,022) | (15,320,793) | (4,041,589) | (23,123,837) | — | (21,740,912) | 70,013,022 | — | (64,227,131) | ||||||||
| Derivatives financial instruments - Liabilities | (8,535,256) | (266,293) | (39,034) | (1,789,709) | — | (585,633) | 8,535,256 | — | (2,680,669) | ||||||||
| Trade payables | (9,288,854) | (1,326,372) | (1,611,538) | (1,138,378) | (20,259) | (955) | 9,288,854 | — | (4,097,502) | ||||||||
| Employee benefits payables | (969,579) | (254,954) | (134,823) | (361,583) | — | (43,664) | 969,579 | — | (795,024) | ||||||||
| Sectorial financial liabilities | — | (2,265,261) | — | — | — | — | — | — | (2,265,261) | ||||||||
| Other current liabilities | (9,911,677) | (1,323,621) | (368,683) | (1,691,879) | (125,930) | (775,130) | 9,911,677 | 494,830 | (3,790,413) | ||||||||
| Leases | (8,114,646) | (1,930,232) | (316,221) | (4,145,148) | (3,054) | (18,145) | 8,114,646 | — | (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 | (12,986,156) | (3,223,563) | (581,184) | (7,484,119) | (839,318) | (1,108,835) | 12,986,156 | 47,187 | (13,189,832) | ||||||||
| Total assets (net of liabilities) allocated by segment | (1,132,503) | 7,436,502 | 2,413,680 | 14,048,442 | 17,874,445 | 5,305,179 | 1,132,503 | (16,068,616) | 31,009,632 | ||||||||
| Total Asset | 118,686,687 | 33,347,591 | 9,506,752 | 53,783,095 | 18,863,006 | 36,227,707 | (118,686,687) | (16,610,633) | 135,117,518 | ||||||||
| Equity attributable to: | |||||||||||||||||
| Controlling shareholders | (1,596,893) | 4,687,098 | 1,692,100 | 4,196,013 | 5,493,405 | 5,304,228 | 1,596,893 | (16,068,616) | 5,304,228 | ||||||||
| Non-controlling shareholders | 464,390 | 2,749,404 | 721,580 | 9,852,429 | 12,381,040 | 951 | (464,390) | — | 25,705,404 | ||||||||
| Total shareholders' equity | (1,132,503) | 7,436,502 | 2,413,680 | 14,048,442 | 17,874,445 | 5,305,179 | 1,132,503 | (16,068,616) | 31,009,632 | ||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported segments | Reconciliation | ||||||||||||||||
| Raízen | Compass | Moove | Rumo | Radar | Cosan Corporate | Deconsolidation of Joint Venture | Eliminations between segments | Consolidated | |||||||||
| Statement of financial position: | |||||||||||||||||
| Cash and cash equivalents | 9,962,864 | 5,271,256 | 753,347 | 7,461,618 | 33,041 | 3,384,280 | (9,962,864) | — | 16,903,542 | ||||||||
| Marketable securities | 1,337,706 | 1,074,806 | 303,492 | 812,795 | 251,267 | 943,941 | (1,337,706) | — | 3,386,301 | ||||||||
| Trade receivables | 11,053,414 | 1,804,823 | 1,164,422 | 583,349 | 443,140 | — | (11,053,414) | — | 3,995,734 | ||||||||
| Derivative financial instruments | 17,070,322 | 356,589 | 151,926 | 1,647,977 | — | 1,642,836 | (17,070,322) | — | 3,799,328 | ||||||||
| Inventories | 17,435,862 | 252,220 | 1,538,105 | 282,580 | — | — | (17,435,862) | — | 2,072,905 | ||||||||
| Sectorial financial assets | — | 731,642 | — | — | — | — | — | — | 731,642 | ||||||||
| Other financial assets | 87,966 | 3,820 | 675 | — | — | — | (87,966) | — | 4,495 | ||||||||
| Other current assets | 10,611,882 | 592,317 | 288,376 | 1,040,439 | 72,089 | 3,786,460 | (10,611,882) | (2,112,993) | 3,666,688 | ||||||||
| Other non-current assets | 15,784,732 | 1,810,491 | 241,816 | 3,421,143 | 24,870 | 2,901,292 | (15,784,732) | (160,256) | 8,239,356 | ||||||||
| Investment in subsidiaries and associates | — | 1,277,955 | — | 280,865 | 92,166 | 24,235,118 | — | (15,207,538) | 10,678,566 | ||||||||
| Investment in joint ventures | 2,012,536 | — | — | 41,121 | — | 10,503,923 | (2,012,536) | — | 10,545,044 | ||||||||
| Biological Assets | 3,596,878 | — | — | — | — | — | (3,596,878) | — | — | ||||||||
| Investment property | — | — | — | — | 16,818,919 | — | — | — | 16,818,919 | ||||||||
| Contract assets | 2,806,284 | 1,110,463 | 4,367 | — | — | — | (2,806,284) | — | 1,114,830 | ||||||||
| Right-of-use assets | 9,549,136 | 1,581,601 | 316,762 | 8,039,779 | 3,053 | 17,556 | (9,549,136) | — | 9,958,751 | ||||||||
| Property, plant and equipment | 37,503,618 | 1,620,505 | 911,277 | 20,435,467 | 17 | 51,750 | (37,503,618) | — | 23,019,016 | ||||||||
| Intangible assets | 9,472,002 | 16,761,631 | 3,013,392 | 6,545,890 | — | 9,872 | (9,472,002) | — | 26,330,785 | ||||||||
| Loans, borrowings and debentures | (52,781,598) | (14,449,033) | (3,558,575) | (19,123,218) | — | (29,324,600) | 52,781,598 | — | (66,455,426) | ||||||||
| Derivatives financial instruments - Liabilities | (14,464,530) | (389,778) | (57,347) | (1,918,204) | — | (1,104,875) | 14,464,530 | — | (3,470,204) | ||||||||
| Trade payables | (20,042,646) | (1,650,748) | (1,735,704) | (1,777,918) | (20,549) | (2,930) | 20,042,646 | — | (5,187,849) | ||||||||
| Employee benefits payables | (1,096,336) | (253,655) | (140,553) | (376,475) | — | (43,324) | 1,096,336 | — | (814,007) | ||||||||
| Sectorial financial liabilities | — | (2,040,239) | — | — | — | — | — | — | (2,040,239) | ||||||||
| Other current liabilities | (9,327,070) | (2,876,023) | (428,437) | (1,252,805) | (135,410) | (905,820) | 9,327,070 | 1,628,676 | (3,969,819) | ||||||||
| Leases | (11,988,100) | (2,122,306) | (327,517) | (4,032,188) | (3,281) | (24,461) | 11,988,100 | — | (6,509,753) | ||||||||
| Other non-current liabilities | (14,143,270) | (3,735,956) | (548,995) | (7,177,061) | (580,129) | (2,022,675) | 14,143,270 | 644,573 | (13,420,243) | ||||||||
| Total asset (net of liabilities) allocated by segment | 24,441,652 | 6,732,381 | 1,890,829 | 14,935,154 | 16,999,193 | 14,048,343 | (24,441,652) | (15,207,538) | 39,398,362 | ||||||||
| Total asset | 148,285,202 | 34,250,119 | 8,687,957 | 50,593,023 | 17,738,562 | 47,477,028 | (148,285,202) | (17,480,787) | 141,265,902 | ||||||||
| Equity attributable to: | |||||||||||||||||
| Owners of the Company | 23,864,556 | 4,091,601 | 1,326,385 | 4,477,643 | 5,311,909 | 10,903,764 | (23,864,556) | (15,207,538) | 10,903,764 | ||||||||
| Non-controlling interests | 577,096 | 2,640,780 | 564,444 | 10,457,511 | 11,687,284 | 3,144,579 | (577,096) | — | 28,494,598 | ||||||||
| Total shareholders' equity | 24,441,652 | 6,732,381 | 1,890,829 | 14,935,154 | 16,999,193 | 14,048,343 | (24,441,652) | (15,207,538) | 39,398,362 | ||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
4.1 Net sales to external customers by product/customer type
| Period of twelve months ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Reported segments | |||
| Raízen | |||
| Ethanol | 23,521,366 | 25,567,836 | |
| Sugar | 29,980,236 | 38,019,072 | |
| Gasoline | 67,319,586 | 67,097,828 | |
| Diesel | 92,715,916 | 102,834,016 | |
| Cogeneration | 8,863,552 | 7,271,246 | |
| Other | 9,845,968 | 10,408,778 | |
| 232,246,624 | 251,198,776 | ||
| Compass | |||
| Natural gas distribution | |||
| Industrial | 8,514,502 | 11,978,851 | |
| Residential | 2,667,598 | 2,331,263 | |
| Cogeneration | 300,242 | 511,997 | |
| Automotive | 438,332 | 485,946 | |
| Commercial | 924,090 | 878,635 | |
| Construction revenue | 1,568,285 | 1,602,284 | |
| Other | 380,491 | 594,472 | |
| 14,793,540 | 18,383,448 | ||
| Marketing & services | |||
| Gas commercialization | 1,810,515 | — | |
| 16,604,055 | 18,383,448 | ||
| Moove | |||
| Finished product | 8,068,803 | 8,794,520 | |
| Base oil | 743,454 | 630,349 | |
| Services | 507,874 | 823,500 | |
| 9,320,131 | 10,248,369 | ||
| Rumo | |||
| North operations | 11,111,826 | 11,096,559 | |
| South operations | 1,941,834 | 2,154,493 | |
| Container operations | 794,116 | 685,337 | |
| 13,847,776 | 13,936,389 | ||
| Radar | |||
| Lease and sale of lands | 653,785 | 1,441,809 | |
| Cosan Corporate | |||
| Services | 3,413 | 2,160 | |
| Total | 272,675,784 | 295,210,951 | |
| Reconciliation | |||
| Deconsolidation of joint venture, adjustments and eliminations | (232,257,188) | (251,260,209) | |
| Total | 40,418,596 | 43,950,742 | |
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
4.2 Information on geographical area
| Net revenue | Other non-current assets | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Brazil | 34,743,725 | 38,185,302 | 89,460,884 | 97,433,283 | |||
| Europe ^(i)^ | 3,189,394 | 3,100,762 | 382,446 | 761,716 | |||
| Latin America ^(ii)^ | 278,167 | 304,074 | 34,375 | 46,929 | |||
| United States of America | 2,166,395 | 2,360,604 | 2,133,670 | 2,562,230 | |||
| Asia and others ^(iii)^ | 40,915 | — | — | — | |||
| Total | 40,418,596 | 43,950,742 | 92,011,375 | 100,804,158 |
Main countries:
| (i) | England, France, Spain and Portugal; |
|---|---|
| (ii) | Argentina, Bolivia, Uruguay and Paraguay; and |
| (iii) | Singapore, United Arab Emirates and Oceania. |
4.3 Main customers
As of December 31, 2025, subsidiary Rumo had one customer whose revenue represented 10.34% of its net operating revenue, equivalent to R$ 1,323,753, corresponding to 3.3% of Cosan's consolidated net operating revenue. For the year ended December 31, 2024, this same customer represented 12.10% of Rumo's net operating revenue, amounting to R$ 1,763,541, which corresponded to 4% of Cosan's consolidated net operating revenue.
- Financial assets and liabilities
| Accounting policy:<br><br><br>Classification<br><br><br>The Company classifies its financial assets into the following measurement categories:<br><br><br>• Measured at fair value (either through other comprehensive income or through profit or loss).<br><br><br>• Measured at amortized cost |
|---|
| Classification depends on the business model adopted for managing the financial assets and the contractual cash flow characteristics of the instrument. For financial assets measured at fair value, gains and losses are recognized either in profit or loss or in other comprehensive income. For debt instruments, this depends on the business model in which the investment is held.<br><br><br>The Company reclassifies debt securities only when there is a change in the business model for managing those assets. Financial liabilities are classified as measured at amortized cost or at fair value through profit or loss. A financial liability is classified as measured at fair value through profit or loss when: |
| (i) it is held for trading;<br><br><br>(ii) it is a derivative (except for financial guarantee contracts and forward purchase and sale contracts that are not entered into for trading purposes); or<br><br><br>(iii) it is designated as such at initial recognition. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Recognition and measurement<br><br><br>At initial recognition, the Company measures a financial asset or financial liability at its fair value, plus or minus, in the case of a financial asset or financial liability not measured at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs related to financial assets or liabilities measured at fair value through profit or loss are expensed in profit or loss.<br><br><br>Purchases and sales of financial assets subject to regular-way settlement are recognized on the trade date—that is, the date on which the Company commits to the irrevocable purchase or sale.<br><br><br>Subsequent to initial recognition, the Company measures financial assets as follows:<br><ul><br><li class="mylistitemclass"><font>Amortized cost: for assets held in a business model whose objective is to hold instruments in order to collect contractual cash flows that meet the solely payments of principal and interest ("SPPI") criterion. This category includes trade receivables, cash and cash equivalents, receivables from related parties, restricted cash, sector financial assets, and dividends and interest on equity receivable;</font></li><br><li class="mylistitemclass"><font>Fair value through other comprehensive income ("FVOCI"): for assets held in a business model with both collection of cash flows and sale objectives, whose cash flows meet the SPPI criterion;</font></li><br><li class="mylistitemclass"><font>Fair value through profit or loss ("FVTPL"): for all other financial assets, including derivatives and instruments that do not meet the SPPI criterion.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>Financial liabilities classified at fair value through profit or loss are measured at fair value, with all changes recognized in profit or loss for the period. Other financial liabilities are measured at amortized cost using the effective interest method, with interest expense and foreign exchange variations recognized in profit or loss.<br><br><br>Derecognition<br><br><br>Financial assets are derecognized when the rights to receive cash flows have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.<br><br><br>Financial liabilities are derecognized when the contractual obligations are extinguished, cancelled, or have matured. When the terms of a liability are substantially modified—that is, when the effective interest rate of the modified liability varies by 10% or more relative to the original rate—the original liability is derecognized and a new liability is recognized at the fair value of the modified cash flows, with the resulting gain or loss recognized in profit or loss for the year. Additionally, the Company considers qualitative factors, in addition to the 10% variation, when assessing whether to derecognize the liability. |
|---|
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Notes to the consolidated 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 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| Assets | |||||||||
| Fair value through profit or loss | |||||||||
| Cash and cash equivalents | 5.2 | 22,047 | 986,278 | 2,525,668 | 2,122,442 | ||||
| Marketable securities | 5.3 | 330,388 | 805,335 | 2,992,593 | 3,386,301 | ||||
| Derivative financial instruments | 5.6 | 206,384 | 1,565,495 | 2,267,108 | 3,799,328 | ||||
| Other financial assets | — | — | 5,805 | 4,495 | |||||
| 558,819 | 3,357,108 | 7,791,174 | 9,312,566 | ||||||
| Amortized cost | |||||||||
| Cash and cash equivalents | 5.2 | 15,361,258 | 1,214,989 | 24,718,015 | 14,781,100 | ||||
| Trade receivables | 5.7 | — | — | 3,669,163 | 3,995,734 | ||||
| Restricted cash | 186 | — | 228,768 | 174,303 | |||||
| Receivables from related parties | 5.8 | 220,312 | 406,981 | 219,897 | 399,889 | ||||
| Sectorial financial assets | 5.10 | — | — | 728,954 | 731,642 | ||||
| Judicial deposits | 16 | 351,904 | 416,969 | 1,072,982 | 1,056,690 | ||||
| Dividends and interest on equity receivable | 17 | 87,224 | 19,377 | 35,410 | 153,548 | ||||
| Indemnification financial asset ^(ii)^ | — | — | 557,475 | 416,377 | |||||
| Reduction of capital receivable | — | 1,013,714 | — | — | |||||
| 16,020,884 | 3,072,030 | 31,230,664 | 21,709,283 | ||||||
| Total | 16,579,703 | 6,429,138 | 39,021,838 | 31,021,849 | |||||
| Liabilities | |||||||||
| Amortized cost | |||||||||
| Loans, borrowings and debentures | (16,388,391) | (21,350,555) | (32,945,289) | (38,161,392) | |||||
| Trade payables | 5.9 | (870) | (2,900) | (4,097,502) | (5,187,849) | ||||
| Consideration payable | — | — | (195,057) | (246,256) | |||||
| Other financial liabilities ^(i)^ | — | — | (1,096,884) | (1,067,839) | |||||
| Leases | 5.5 | (18,145) | (24,459) | (6,412,800) | (6,509,753) | ||||
| Railroad concession payable | 13 | — | — | (3,988,245) | (3,721,190) | ||||
| Related parties payables | 5.8 | (5,631,481) | (7,263,024) | (322,082) | (417,488) | ||||
| Put option liability on subsidiary shares | 5.13 | (3,844,648) | — | (3,844,648) | — | ||||
| Liabilities arising from financing secured by shares | 2.1.9 | (2,804,606) | — | (2,804,606) | — | ||||
| Dividends payable | 17 | — | (3,495) | (226,484) | (96,722) | ||||
| Reduction of share capital payable | — | — | — | (486,285) | |||||
| Sectorial financial liabilities | 5.10 | — | — | (2,265,261) | (2,040,239) | ||||
| Installment of tax debts | 14 | (145,173) | (219,429) | (161,182) | (254,302) | ||||
| (28,833,314) | (28,863,862) | (58,360,040) | (58,189,315) | ||||||
| Fair value through profit or loss | |||||||||
| Loans, borrowings and debentures | — | — | (31,281,841) | (28,294,034) | |||||
| Derivative financial instruments | 5.6 | (585,633) | (1,104,874) | (2,680,669) | (3,470,204) | ||||
| Other trades payable | — | — | (11,854) | (12,362) | |||||
| (585,633) | (1,104,874) | (33,974,364) | (31,776,600) | ||||||
| Total | (29,418,947) | (29,968,736) | (92,334,404) | (89,965,915) | |||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (i) | The Company's subsidiaries adopt working capital optimization strategies, including extension of payment terms with suppliers and the use of structured supply chain financing arrangements, also known as reverse factoring or buyer-led financing programs.<br><br><br>At Rumo, these arrangements were structured with first-tier financial institutions as direct counterparties, at an average interest rate of 14.13% p.a. (11.05% p.a. as of December 31, 2024). The average tenor of these transactions was approximately 48 days (35 days as of December 31, 2024). Liabilities to suppliers who are not part of factoring agreements have average payment terms of 45 days.<br><br><br>In these arrangements, Rumo transfers substantially all risks and rewards associated with the trade payables to the financial institutions, resulting in derecognition of the trade payable and recognition of a financial liability at the amount of the obligation assumed vis-à-vis the bank. This accounting transfer constitutes a non-cash transaction and is therefore not presented in the Statements of Cash Flows. Settlement cash flows are classified as operating or investing activities according to the nature of the original purchase. Related financing charges are recognized within "Interest on contingencies and trade contracts" in financial income (expense), totaling R$ 45,281 for the year ended December 31, 2025 (R$ 48,275 as of December 31, 2024).<br><br><br>At Comgás, as of December 31, 2025, the balance of supplier receivables advanced by financial institutions was R$ 84,105 (R$ 132,999 as of December 31, 2024), with a maximum tenor of 90 days. Trade payables that are not part of supplier receivables arrangements have similar payment terms, averaging around 90 days.<br><br><br>In these arrangements, the decision to accelerate payment rests solely with the supplier, who negotiates directly with the financial institution. Comgás maintains the original commercial terms unchanged (payment term and amount), does not transfer credit risk to the bank, and receives no financial benefit from the institution. Accordingly, derecognition of the trade payable does not occur; the obligation remains classified as a non-financial liability until its normal maturity. Comgás exercises no influence over the supplier's decision and assumes no obligations toward the financial institution. |
|---|---|
| (ii) | The indemnifiable financial asset refers to the portion transferred from the contract asset. This portion arises from investments made in the concession infrastructure whose useful life exceeds the concession term. It represents Compass’s unconditional right, through its subsidiaries, to receive compensation from the Granting Authority at the end of the concession period. We record the balance under the line item Indemnifiable financial asset and other long‑term assets. We update it monthly based on the same index applied to the tariff adjustment, as provided for in the Concession Agreement. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.1 Restrictive clauses
Under the terms of the main credit facilities, the Company and its subsidiaries are required to comply with the following financial covenants:
| Company | Debt | Goal | Índice |
|---|---|---|---|
| Cosan Corporate | |||
| Cosan Luxembourg S.A. | Senior Notes due 2029 | Pro forma net debt ^(xiv)^/pro forma EBITDA ^(iii)^ cannot exceed 3.5x | 3.03 |
| Senior Notes due 2030 | Pro forma net debt ^(iii)^/pro forma EBITDA ^(iii)^ cannot exceed 3.5x | 2.85 | |
| Senior Notes due 2031 | |||
| Compass | |||
| Comgás | * Debenture 14th issue | Net debt ^(ix)^ (excluding leases)/ EBITDA ^(ii)^ cannot exceed 4.00 | 1.88 |
| Comgás | Debenture 7th to 13th | Net debt ^(viii)^ / EBITDA ^(ii)^ cannot exceed 4.0x | 1.89 |
| BNDES | |||
| Loan 4131 | |||
| Compagas | * Debenture 5th issue | Net Debt ^(viii)^ / EBITDA ^(ii)^ cannot exceed 4.0x | 2.26 |
| Sulgás | BNDES | Net Debt ^(ix)^ / EBITDA ^(ii)^ cannot exceed 3.5x | 0.42 |
| The overall debt ratio (Total liabilities ^(x)^ / Total liabilities ^(xi)^ annually) cannot exceed 0.8. | 0.73 | ||
| * Debenture 1st issue | Net debt ^(ix)^ / EBITDA ^(ii)^ cannot exceed 4.0x | 0.42 | |
| Necta | * Debenture 1st issue | Net debt ^(ix)^ / EBITDA ^(ii)^ cannot exceed 4.0x | n/m ^(xii)^ |
| Moove | |||
| MLH | Syndicated Loan | Net debt ^(i)^/ EBITDA ^(ii)^ cannot exceed 3.5x at the end of each quarter. | 1.63 |
| DSCR ^(vii)^ must not be less than 2.5x at the end of each quarter. | 4.19 | ||
| Rumo | |||
| Rumo SA | * Debenture (11th, 12th, 13th and 14th) ^(v)^ | ICJ ^(vi)^ = EBITDA ^(ii)^/ Financial results ^(iv)^ cannot be less than 2.0x | 3.52 |
| * ECA | |||
| Rumo SA | Net debt ^(xiii)^/ EBITDA ^(ii)^ cannot exceed 3.5x | 1.94 | |
| * ECA | |||
| Senior Notes due 2028 | |||
| Senior Notes due 2032 | |||
| * Debentures ^(v)^ | |||
| (i) | Net debt consists of the balance of loans, financing arrangements, and debentures ("Gross Debt"), net of cash and cash equivalents, marketable securities, and debt-related derivative financial instruments. | ||
| --- | --- | ||
| (ii) | Corresponds to trailing twelve-month EBITDA. | ||
| (iii) | Net debt and EBITDA on a pro forma basis, including 50% of joint venture financial information as stipulated in the agreements. Pro forma EBITDA corresponds to the trailing twelve-month period. For Senior Notes covenants, unrestricted subsidiaries are excluded. | ||
| (iv) | Net debt financial result is represented by the cost of net debt. | ||
| (v) | The 11^th^, 12^th^, 13^th^, and 14^th^ debenture issuances contain a contractual leverage covenant limited to 3.0x. However, these issuances benefit from a pre-approved waiver permitting the issuer to exceed this ratio up to 3.5x through December 31, 2027. | ||
| (vi) | Interest Coverage Ratio (“ICR”). | ||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (vii) | Debt Service Coverage Ratio (“DSCR”). |
|---|---|
| (viii) | Net debt consists of current and non-current borrowings, net of cash and cash equivalents and marketable securities. |
| (ix) | Net debt consists of current and non-current borrowings, including the net balance of derivative transactions, net of cash and cash equivalents and marketable securities. |
| (x) | Total liabilities correspond to the sum of current and non-current liabilities. |
| (xi) | Total liabilities correspond to the sum of current liabilities, non-current liabilities, and shareholders' equity. |
| (xii) | Not measurable due to short-term liquidity exceeding total debt. |
| (xiii) | Net financial debt comprises bank borrowings, debentures, finance leases classified as financial leases, net of cash and cash equivalents, marketable securities, restricted cash from financial investments linked to loans, and derivative instruments. |
| (xiv) | For gross debt related to the Senior Notes due 2029, as described in item (i), includes the balance of the obligation to repurchase equity interest in a subsidiary. |
As of December 31, 2025, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive covenants. The loan agreements include cross-default provisions.
Debt contracts with ESG clauses
Rumo
The Senior Notes 2028 represented the first Green bond issuance in the Latin American freight rail sector. The subsidiary is committed to allocating proceeds toward full or partial financing of ongoing and future projects that contribute to promoting a low-carbon, resource-efficient transportation sector in Brazil. Eligible projects are distributed across the following categories: "Acquisition, replacement, and upgrading of rolling stock," "Infrastructure for railway section duplication, new yards, and yard extensions," and "Railway modernization."
The Senior Notes 2032 constituted a Sustainability-Linked Bond ("SLB") issuance with the following sustainability target: reduction of 17.6% in direct greenhouse gas emissions per revenue ton-kilometer ("RTK") by 2026, using 2020 as the baseline year. The subsidiary is subject to a 25 basis point step-up effective July 2027 should this target not be achieved, which would increase the interest rate to 4.45% p.a.
The 2^nd^ Debenture of Malha Paulista is linked to a sustainability target of reducing greenhouse gas emissions per revenue ton-kilometer ("RTK") by 15% by 2023, using December 2019 as the baseline. Compliance with the step-down condition was verified based on Rumo's Annual Sustainability Report ("RAS"); consequently, the subsidiary benefited from a 25 basis point step-down, reducing the cost of the 2nd series to Broad National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or "IPCA") + 4.52%.
The 17^th^ Debenture of Rumo S.A. is linked to sustainability targets of reducing (i) direct greenhouse gas emissions per RTK by 17.6% by 2026; and (ii) 21.6% by 2030, using 2020 as the baseline year. The subsidiary is subject to a 25 basis point step-up on the 1st series and 20 basis points on the 2nd series should the 2026 SPT not be achieved, plus an additional 5 basis points on the 2nd series should the 2030 SPT not be achieved.
Compass
On November 1, 2023, subsidiary Compass issued plain-vanilla, non-convertible, unsecured debentures in the amount of R$ 1,736,385. These debentures bear semi-annual interest equivalent to CDI + 1.55% p.a., with maturities on November 1, 2029 (50%) and November 1, 2030. Proceeds from the issuance are allocated to Compass's investments and working capital reinforcement.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
This 2^nd^ debenture issuance is linked to the following ESG target:
| (i) | Biomethane Distributed Volume (thousands of m³): Increase daily distributed volume 250-fold relative to 2022 levels by 2027, reaching 0.25 million m³ per day. | |
|---|---|---|
| (ii) | Diversity in Leadership Positions: Achieve 47% representation of Diversity Groups in leadership positions by 2027. |
Should one or both targets not be achieved, Compass will incur a 12.5 basis point step-up per unmet target, increasing the rate from April 2028 (verification date) to up to CDI + 1.80% p.a. As of December 31, 2025, Compass performed an assessment and identified no indications of non-compliance, as the targets were achieved.
As of the issuance date of these separate and consolidated financial statements, there are no breach, by the Company or its subsidiaries, of the contractual provisions related to borrowings tied to ESG targets.
5.2 Cash and cash equivalents
| Accounting policy:<br><br><br>Cash and cash equivalents comprise cash on hand, demand deposits, and highly liquid short-term investments with an original maturity of three months or less from the date of acquisition, which are subject to an insignificant risk of changes in value and are held for cash management purposes.<br><br><br>Investments in investment funds are classified as cash and cash equivalents when they cumulatively meet the following criteria: (i) they have high liquidity; (ii) they have immediate or very short redemption terms (up to 90 days); (iii) they are readily convertible into a known amount of cash; and (iv) they are subject to an insignificant risk of changes in value. Such funds are usually referenced to the CDI rate (Interbank Deposit Certificate).<br><br><br>All balances classified as cash and cash equivalents are measured at nominal value, which does not materially differ from amortized cost or fair value due to the short-term maturity of these assets. Financial investments that do not meet the above criteria are classified as financial assets measured at fair value through profit or loss. | |||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Consolidated | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Cash and bank accounts | 269,333 | 414 | 412,340 | 958,738 | |||
| Savings account | 36,083 | 48,831 | 986,011 | 485,393 | |||
| Financial investments | 15,077,889 | 2,152,022 | 25,845,332 | 15,459,411 | |||
| Total | 15,383,305 | 2,201,267 | 27,243,683 | 16,903,542 | |||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Financial investments are structured as follows:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Applications in investment funds | |||||||
| Repurchase agreements ^(i)^ | 7,687 | 400,251 | 410,172 | 1,493,278 | |||
| Certificate of bank deposits – CDB | 14,360 | 586,027 | 964,949 | 604,398 | |||
| Other investments | — | — | 1,150,547 | 24,766 | |||
| 22,047 | 986,278 | 2,525,668 | 2,122,442 | ||||
| Applications in banks | |||||||
| Repurchase agreements | — | — | 127,577 | 236,101 | |||
| Certificate of bank deposits – CDB | 15,055,842 | 1,165,549 | 23,192,087 | 12,102,078 | |||
| Other investments | — | 195 | — | 998,790 | |||
| 15,055,842 | 1,165,744 | 23,319,664 | 13,336,969 | ||||
| Total | 15,077,889 | 2,152,022 | 25,845,332 | 15,459,411 | |||
| (i) | The Parent Company's repurchase agreements ("operações compromissadas") are allocated to the WG Renda Fixa Crédito Privado Fundo de Investimento ("WG Fixed Income Private Credit Investment Fund"), which was established as an open-ended condominium fund and is managed by Itaú Unibanco Asset Management Ltda. ("Itaú Asset"). The fund's portfolio is predominantly composed of investments in federal government securities and repurchase agreements collateralized by federal government securities. | ||||||
| --- | --- |
The Parent Company's onshore financial investments earn returns close to 101% of the CDI as of December 31, 2025 and 100% as of December 31, 2024. Offshore financial investments earn market rates offered by banking institutions. Interest rate risk sensitivity analysis is presented in Note 5.12.
5.3 Marketable securities
| Accounting policy:<br><br><br>Marketable securities classified as financial assets measured at fair value through profit or loss comprise equity instruments (shares, investment fund units, and other capital instruments) whose fair value is readily determinable, either through trading on an organized market (B3) or by reference to observable market prices for similar assets.<br><br><br>Restricted cash comprises amounts pledged as contractual guarantees or earmarked for specific purposes that restrict their immediate use for the Company's ordinary operations. These balances are classified and measured at amortized cost.<br><br><br>Investments in marketable securities have original maturities ranging from two to five years. Although these securities maintain high liquidity in the secondary market and may be redeemed early, they are subject to an insignificant risk of changes in value. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Marketable securities | |||||||
| Financial investments in listed entities | 307,177 | — | 307,177 | — | |||
| Equity financial assets ^(i)^ | 23,211 | 805,335 | 2,580,460 | 3,114,578 | |||
| Certificate of bank deposits – CDB | — | — | 7,951 | 158,363 | |||
| ESG funds | — | — | 97,005 | 113,360 | |||
| 330,388 | 805,335 | 2,992,593 | 3,386,301 | ||||
| Current | 23,211 | 805,335 | 2,588,411 | 3,272,941 | |||
| Non-current | 307,177 | — | 404,182 | 113,360 | |||
| Total | 330,388 | 805,335 | 2,992,593 | 3,386,301 | |||
| (i) | The sovereign debt securities accrue interest linked to the Special Settlement and Custody System (Sistema Especial de Liquidação e Custódia, or "SELIC"), yielding approximately 100% of the CDI rate. | ||||||
| --- | --- |
5.4 Loans, borrowings and debentures
| Accounting policy:<br><br><br>Classification and measurement<br><br><br>Loans, borrowings and debentures are initially recognized at fair value, net of transaction costs, and subsequently measured at amortized cost using the effective interest method, except when: (i) designated as a fair value hedge within a documented hedging relationship; or (ii) irrevocably designated at initial recognition at fair value through profit or loss ("FVTPL").<br><br><br>For liabilities irrevocably designated at FVTPL, fair value changes attributable to market factors (interest rates, foreign exchange, etc.) 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, to avoid a counterintuitive effect on the income statement.<br><br><br>Loans, borrowings and debentures are classified as Current Liabilities when maturity occurs within 12 months after the balance sheet date. They are classified as Non-Current Liabilities when the Company holds an unconditional right to defer settlement for a period exceeding 12 months from the balance sheet date.<br><br><br>The fair value of loans is determined using the discounted cash flow method, applying the instrument's implicit discount rate, and is classified within Level 2 of the fair value hierarchy. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Derecognition<br><br><br>Liabilities are derecognized when the contractual obligation is extinguished through settlement, cancellation, or maturity. Upon derecognition, the difference between the carrying amount of the liability and the consideration actually paid (including non-monetary assets transferred or liabilities assumed) is recognized in financial income (expense) for the year. |
|---|
| Financial guarantees<br><br><br>Financial guarantee contracts issued by the Company are initially recognized at fair value. When not designated at FVTPL, they are subsequently measured at the higher of: (i) the amount of the provision for losses obligation; and (ii) the amount initially recognized, net of accumulated amortization.<br><br><br>The Company may irrevocably designate financial guarantees at FVTPL when such designation eliminates or significantly reduces an accounting mismatch arising from asymmetric measurement of related assets and liabilities. |
a) Composition
| Financial charges | Parent Company | |||||||
|---|---|---|---|---|---|---|---|---|
| Description | Average debt Index | Average annual interest rate | December 31, 2025 | December 31, 2024 | ||||
| Debentures | CDI + 1.28% | 16.37% | 11,548,920 | 10,554,301 | ||||
| Debentures | IPCA + 5.75% | 10.27% | 452,845 | 433,499 | ||||
| Debentures | Fixed rate | 7.52% | 3,358,005 | 5,636,584 | ||||
| Commercial bank notes | CDI + 1.77% | 16.94% | 1,028,621 | 1,020,037 | ||||
| Loan 4.131 | Fixed rate | 6.60% | — | 3,706,134 | ||||
| Total | 16,388,391 | 21,350,555 | ||||||
| Current | 481,367 | 347,032 | ||||||
| Non-current | 15,907,024 | 21,003,523 | ||||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Interest | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Description | Average debt Index | Average annual interest rate | December 31, 2025 | December 31, 2024 | ||||
| Cosan Corporate | ||||||||
| Debentures | CDI + 1.28% | 16.37% | 11,548,920 | 10,554,301 | ||||
| Debentures | IPCA + 5.75% | 10.27% | 452,845 | 433,499 | ||||
| Commercial bank notes | CDI + 1.77% | 16.94% | 1,028,621 | 1,020,037 | ||||
| Perpetual Notes | Fixed rate | 8.25% | 2,785,877 | 3,135,174 | ||||
| Senior Notes | Fixed rate | 6.48% | 5,924,649 | 14,181,589 | ||||
| 21,740,912 | 29,324,600 | |||||||
| Compass | ||||||||
| BNDES | IPCA + 4.69% | 9.16% | 2,794,449 | 3,034,743 | ||||
| BNDES | Fixed rate | 7.89% | 216,351 | — | ||||
| Debentures | CDI + 0.74% | 15.54% | 5,551,081 | 5,378,989 | ||||
| Loan 4.131 | VC + 4.04% | 4.04% | 828,619 | 2,695,565 | ||||
| Loan 4.131 | CDI + 0.78% | 15.80% | 392,139 | — | ||||
| Private business Note | CDI + 1.20% | 16.28% | 54,680 | — | ||||
| Debentures (Law 12.431) | IPCA + 6.42% | 10.96% | 5,102,678 | 2,956,899 | ||||
| Debentures | IGPM + 6.10% | 6.10% | 380,797 | 382,837 | ||||
| 15,320,794 | 14,449,033 | |||||||
| Moove | ||||||||
| Offshore loan 4.131 | Fixed rate | 5.50% | — | 15,729 | ||||
| Loan 4.131 | CDI + 0.50% | 14.89% | 571,160 | — | ||||
| Acquisition Finance | SOFR + 1.50% | 5.74% | 2,104,141 | 2,346,950 | ||||
| Working capital | SONIA + 1.30% | 5.52% | 259,908 | 272,318 | ||||
| Export Credit Note | SOFR + 1.30% | 5.54% | 282,516 | 316,442 | ||||
| Export Credit Note | Fixed rate | 4.52% | 274,252 | — | ||||
| Export Prepayment | SOFR + 1.40% | 5.64% | 549,611 | 607,136 | ||||
| 4,041,588 | 3,558,575 | |||||||
| Rumo | ||||||||
| ACF | IPCA + 6.48% | 11.03% | 494,225 | 299,706 | ||||
| BNDES (Finem) | URTJLP + 2.06% | 11.21% | 1,428,087 | 1,861,658 | ||||
| BNDES (Finem) | IPCA | 4.12% | 27,050 | — | ||||
| BNDES (Finem) | TR | 1.21% | 27,005 | — | ||||
| CCB (Bank Credit Certificate) | IPCA + 0.94% | 5.25% | 814,423 | 874,513 | ||||
| Debentures | CDI + 0.70% | 15.70% | 261,172 | — | ||||
| Debentures (Law 12.431) | IPCA + 5.71% | 10.23% | 14,906,454 | 10,722,182 | ||||
| Export Credit Agency ("ECA") | Euribor + 0,58% | 2.69% | 19,543 | 38,525 | ||||
| NCE | — | 276,661 | ||||||
| Senior Notes | Fixed rate | 4.73% | 5,145,878 | 5,049,973 | ||||
| 23,123,837 | 19,123,218 | |||||||
| Total | 64,227,131 | 66,455,426 | ||||||
| Current | 3,918,720 | 4,403,148 | ||||||
| Non-current | 60,308,411 | 62,052,278 | ||||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Effective interest rates on debt with associated derivatives are disclosed in Note 5.6.
Weighted average rates were calculated using the market interest rate curve in effect as of December 31, 2025, on an annualized basis.
All debt with fixed maturity dates and denominated in foreign currency is hedged through derivatives (Note 5.6), except for the principal amount of the Perpetual Notes, which, by definition, have no contractual maturity date.
Non-current loans, borrowings and debentures exhibit the following maturity profile:
| Parent Company | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||
| 1 to 2 years | 93,375 | — | 5,447,990 | 2,552,535 | ||||
| 2 to 3 years | 3,637,693 | 350,462 | 10,633,687 | 7,551,156 | ||||
| 3 to 4 years | 5,765,819 | 5,178,676 | 9,318,837 | 10,000,615 | ||||
| 4 to 5 years | 2,659,260 | 4,501,383 | 8,465,402 | 12,429,311 | ||||
| 5 to 6 years | 1,661,134 | 4,011,417 | 4,706,090 | 7,948,395 | ||||
| 6 to 7 years | 1,107,222 | 5,371,352 | 4,533,240 | 6,100,666 | ||||
| 7 to 8 years | 241,190 | 607,712 | 2,469,320 | 6,421,275 | ||||
| Above 8 years | 741,331 | 982,521 | 14,733,845 | 9,048,325 | ||||
| Total | 15,907,024 | 21,003,523 | 60,308,411 | 62,052,278 |
b) Changes
| Parent Company | Consolidated | |||
|---|---|---|---|---|
| Balance as of January 1, 2024 | 13,496,324 | 56,904,654 | ||
| Proceeds | 6,911,676 | 16,983,225 | ||
| Repayment of principal | (1,160,058) | (12,187,560) | ||
| Payment of interest | (1,697,950) | (4,759,976) | ||
| Interest on work in progress | — | (128,520) | ||
| Acquisition of subsidiaries | — | 285,033 | ||
| Interest, exchange rate and fair value | 3,800,563 | 9,358,570 | ||
| Balance as of December 31, 2024 | 21,350,555 | 66,455,426 | ||
| Proceeds | 2,427,312 | 11,546,508 | ||
| Repayment of principal | (7,148,782) | (14,293,953) | ||
| Payment of interest | (1,676,686) | (4,732,362) | ||
| Interest on work in progress | — | (120,575) | ||
| Acquisition of subsidiaries (Note 6.3) | — | (77,002) | ||
| Interest, exchange rate and fair value | 1,435,992 | 5,449,089 | ||
| Balance as of December 31, 2025 | 16,388,391 | 64,227,131 |
c) Guarantees
Subsidiary Rumo maintains financing contracts with development institutions for infrastructure investments, secured by:
- Bank guarantees, carrying an average annual cost of 0.56%; or
- Real collateral provided through the fiduciary assignment of assets (fixed assets) amounting to R$ 1,390,404.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
As of December 31, 2025, the outstanding balance of contracted bank guarantees totaled R$ 2,563,286 (R$ 2,655,231 as of December 31, 2024).
Moove maintains guarantees issued by first-tier financial institutions for obligations to third parties, with an average annual cost of 3.90%. As of December 31, 2025 none of the borrowings were guaranteed (R$ 16,061 as of December 31, 2024).
The consolidated total of guaranteed loans amounted to R$ 6,930,423 (R$ 5,553,645 as of December 31, 2024). Cosan itself has no loans secured by real guarantees or bank guarantees.
d) Unused credit lines
As of December 31, 2025, the Company and its subsidiaries had unused credit lines with financial institutions totaling R$ 1,133,276 (R$ 1,510,231 as of December 31, 2024). Utilization of these facilities is conditional upon compliance with covenants and other contractual conditions stipulated by creditors.
e) Offset of financial assets and liabilities
The Company applies offsetting (set-off) in the statement of financial position only when both of the following criteria are met simultaneously:
- Existence of an unconditional legal right to offset recognized amounts; and
- Intention and practice to settle positions on a net basis or simultaneously.
In structured transactions involving TRS linked to debenture issuances, time deposits associated with Loan 4.131, and credit-linked notes ("CLNs") tied to Export Credit Notes ("ECNs"), offsetting is applied exclusively when contracts establish an automatic net settlement mechanism and positions are held with the same counterparty. In these specific situations, balances are presented net in the statement of financial position, with effects recognized directly in profit or loss.
| Segment | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Assets | |||||
| Credit Linked Notes | Rumo | 5,627,660 | 6,334,168 | ||
| Time deposit | Cosan Corporate | — | 3,718,105 | ||
| TRS | Cosan Corporate | 3,359,856 | 5,640,466 | ||
| Total | 8,987,516 | 15,692,739 | |||
| Liabilities | |||||
| NCEs | Rumo | (5,627,660) | (6,334,168) | ||
| Loan 4.131 ^(i)^ | Cosan Corporate | — | (3,718,105) | ||
| Debentures ^(ii)^ | Cosan Corporate | (3,359,856) | (5,640,466) | ||
| Total | (8,987,516) | (15,692,739) | |||
| Net Balance | — | — | |||
| (i) | The balance of Loan 4.131 was settled as mentioned in Note 2.2. | ||||
| --- | --- | ||||
| (ii) | The balance of debentures was settled in January 2026. | ||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.5 Leases
| Accounting policy:<br><br><br>At the lease commencement date, the Company assesses whether a contract is, or contains, a lease.<br><br><br>The lease liability is initially recognized at the present value of lease payments not yet paid at the commencement date, discounted using the interest rate implicit in the lease or, when that rate cannot be readily determined, the Company's incremental borrowing rate. In the absence of a determinable implicit rate, the Company systematically applies its incremental borrowing rate as the discount rate.<br><br><br>Lease payments included in the initial measurement of the liability comprise: |
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| <ul><br><li class="mylistitemclass"><font>Fixed payments, including payments that are in-substance fixed;</font></li><br><li class="mylistitemclass"><font>Variable lease payments based on an index or rate, initially measured using the index or rate at the commencement date;</font></li><br><li class="mylistitemclass"><font>Amounts expected to be payable by the lessee under residual value guarantees; and</font></li><br><li class="mylistitemclass"><font>The exercise price of a purchase option when the lessee is reasonably certain to exercise it, and termination penalties when the lease term reflects the lessee's intention not to terminate.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>To determine the incremental borrowing rate, the Company applies the following methodology:<br><ul><br><li class="mylistitemclass"><font>When available, recently obtained third-party financing is used as an initial reference, adjusted to reflect changes in market conditions since origination;</font></li><br><li class="mylistitemclass"><font>For leases without comparable recent financing, a build-up approach is applied starting from a risk-free rate, adjusted for the Company's credit risk spread; and</font></li><br><li class="mylistitemclass"><font>Specific adjustments are made based on lease characteristics: term, jurisdiction, functional currency, and existence of collateral.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul> |
| The incremental borrowing rate (nominal) applied by the Company and its subsidiaries was determined based on market rates adjusted to functional currency and specific contractual terms for each transaction. Applied rates ranged from 4.25% to 13.73% per annum, depending on term and currency of each contract.<br><br><br>Two or more lease contracts are aggregated for measurement purposes only when all of the following conditions are met simultaneously:<br><ul><br><li class="mylistitemclass"><font>Executed with the same counterparty or a related party;</font></li><br><li class="mylistitemclass"><font>Entered into at or near the same time; and</font></li><br><li class="mylistitemclass"><font>Contain interdependent contractual obligations or usage rights that, in combination, constitute a single economic component of the lease.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>Variable lease payments not based on an index or rate are recognized as expense in the period in which the triggering event occurs. |
| The Company is exposed to future increases in index-linked variable payments, which are not incorporated into the liability until they become effective. When index adjustments take effect, the lease liability is remeasured at the present value of revised payments using the original discount rate, with the corresponding adjustment recognized in the right-of-use asset.<br><br><br>Lease payments are allocated between reduction of the principal liability and finance costs. Finance costs are recognized within other financial income (expenses).<br><br><br>Short-term leases (maximum term of 12 months) and leases of low-value assets are recognized as expense on a straight-line basis over the lease term, without recognition of a right-of-use asset or lease liability. Low-value assets include information technology equipment and low-unit-value office furniture. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| In determining the lease term, the Company assesses all facts and circumstances that create a significant economic incentive to exercise extension options or not exercise termination options. Extension options are included in the lease term only when the lessee is reasonably certain to exercise them.<br><br><br>For warehouse and equipment leases, the following factors are considered determinative in assessing extension probability:<br><ul><br><li class="mylistitemclass"><font>Existence of significant contractual penalties for early termination;</font></li><br><li class="mylistitemclass"><font>Expectation of material residual value from leasehold improvements made to the leased property; and</font></li><br><li class="mylistitemclass"><font>Operational substitution costs and historical renewal patterns for similar contracts.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>Most extension options in office and vehicle leases were not incorporated into the lease term, as substitution of these assets can be effected without significant costs or material operational disruption.<br><br><br>Subsequent measurement of the lease liability is performed at amortized cost using the implicit rate in the lease agreement or incremental rate on the lessee's loan. The liability is remeasured when:<br><ul><br><li class="mylistitemclass"><font>Future payments change due to index or rate revisions;</font></li><br><li class="mylistitemclass"><font>Expectations change regarding payments under residual value guarantees;</font></li><br><li class="mylistitemclass"><font>Assessment changes regarding exercise of contractual options (purchase, extension, or termination); or</font></li><br><li class="mylistitemclass"><font>A contract modification substantially alters in-substance fixed payments.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul> | |||
|---|---|---|---|
| Parent Company | Consolidated | ||
| --- | --- | --- | --- |
| Balance as of January 1, 2024 | 29,543 | 5,275,794 | |
| Additions | 1,414 | 999,553 | |
| Write-offs | — | (9,933) | |
| Accrual of interest and foreign exchange variation | 3,005 | 1,120,882 | |
| Principal amortization | (6,532) | (694,340) | |
| Interest payment | (3,015) | (377,269) | |
| Contractual readjustment | 44 | 174,662 | |
| Business combination | — | 20,404 | |
| Balance as of December 31, 2024 | 24,459 | 6,509,753 | |
| Additions | 287 | 479,435 | |
| Write-offs | (206) | (56,981) | |
| Accrual of interest and foreign exchange variation | 2,416 | 398,716 | |
| Principal amortization | (8,010) | (744,582) | |
| Interest payment | (2,475) | (427,965) | |
| Contractual readjustment | 1,674 | 254,424 | |
| Balance as of December 31, 2025 | 18,145 | 6,412,800 | |
| Current | 9,935 | 982,991 | |
| Non-current | 8,210 | 5,429,809 | |
| 18,145 | 6,412,800 | ||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Lease contracts have varying terms, with final maturities extending to December 2058. Amounts are annually adjusted based on inflation indices (notably the General Market Price Index ("IGP-M") and the IPCA) or indexed to the Long-Term Interest Rate ("TJLP") or the CDI, as stipulated in each contract. Certain contracts include renewal or purchase options, which were evaluated under the "reasonably certain" criterion to determine the lease term and corresponding liability measurement.
In addition to amortization, interest accrual and foreign exchange variation presented in prior tables, the following impacts were recognized in profit or loss for lease contracts not included in the initial liability measurement:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Variable lease payments not included in the recognition of lease obligations | 245,659 | 71,932 | ||
| Expenses related to short-term leases | 36,345 | 27,664 | ||
| Low asset leasing costs, excluding short-term leases | 10,169 | 10,005 | ||
| Total | 292,173 | 109,601 |
Reported balances relate predominantly to the following contracts:
| i. | Rumo Malha Central S.A. ("Malha Central"); | |
|---|---|---|
| ii. | irenewal amendment to the contract with Rumo Malha Paulista S.A. ("Malha Paulista"); and | |
| iii. | floating storage and regasification unit (Floating Storage Regasification Unit – "FSRU"), denominated in foreign currency (U.S. dollar). |
For the Malha Central and Malha Paulista contracts, an interest rate implicit in the lease was identified and used to calculate the present value of minimum future payments. The FSRU contract, being indexed to foreign currency, applies a discount rate based on the forward interest rate curve of the contractual currency (USD), with a cash flow hedge in place to mitigate foreign exchange exposure.
In accordance with CVM Circular Letter No. 2/2019, the Company does not incorporate future inflation projections in calculating the present value of lease payments. This approach applies fully to the contracts in question, as:
| a) | the implicit rates in the Malha Central and Malha Paulista contracts already reflect market expectations at the initial measurement date; and | |
|---|---|---|
| b) | the FSRU contract is denominated in foreign currency, with exchange rate variation separately addressed through a hedging instrument. |
Given the specific characteristics of these contracts, Management assessed that any differences arising from the hypothetical inclusion of future inflation projections in remeasurement calculations would not be material enough to influence the economic decisions of financial statement users. Accordingly, quantitative disclosure of such analysis was omitted due to immateriality.
Lease liabilities are recognized at the present value of future contractual payments, without deduction of tax credits. Presumed PIS and COFINS tax credits arising from lease payments are recognized separately as current or non-current assets ("Tax recoverable") to the extent future utilization is probable.
As of December 31, 2025, the amount of presumed PIS and COFINS credits related to lease contracts was R$ 40,242 (R$ 30,814 as of December 31, 2024), fully recognized as assets with no impact on lease liability measurement.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.6 Derivative financial instruments
| Accounting policy:<br><br><br>Derivatives are initially recognized at fair value on the contract execution date and subsequently remeasured at fair value at each reporting date. Accounting treatment of fair value changes depends on whether the derivative qualifies for hedge accounting within a documented hedging relationship, per criteria established below:<br><ul><br><li class="mylistitemclass"><font>Fair value hedge: protection against changes in the fair value of a recognized asset or liability, or an unrecognized firm commitment;</font></li><br><li class="mylistitemclass"><font>Cash flow hedge: protection against a specific risk associated with variable cash flows of an asset, liability, or highly probable forecast transaction.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>At the inception of each hedging relationship, the Company formally documents:<br><ul><br><li class="mylistitemclass"><font>The economic hedging relationship between the hedging instrument and the hedged item;</font></li><br><li class="mylistitemclass"><font>The specific risk being hedged and the risk management strategy;</font></li><br><li class="mylistitemclass"><font>The method for assessing hedge effectiveness.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>Fair value changes of derivatives are usually recorded in the statement of profit or loss, classified as ‘Other financial income (expenses), except when derivatives qualify as hedge accounting, in which case they are recorded under the respective line of the hedged item.<br><br><br>Derivatives qualifying for hedge accounting are classified as Current Assets or Current Liabilities when the remaining term of the hedged item is 12 months or less from the reporting date; otherwise, they are classified as Non-Current Assets or Non-Current Liabilities.<br><br><br>The Company assesses hedge effectiveness both at inception and continuously throughout the hedging relationship's duration. Any inefficiency is recorded in the financial results. |
|---|
| Offsetting (set-off)<br><br><br>Derivative financial assets and liabilities are offset and presented at net amount in the statement of financial position only when all of the following criteria are met simultaneously:<br><ul><br><li class="mylistitemclass"><font>Existence of an unconditional legal right of offset (not contingent on future events);</font></li><br><li class="mylistitemclass"><font>Applicability of the right under both normal business conditions and default, insolvency, or bankruptcy scenarios; and</font></li><br><li class="mylistitemclass"><font>Intention and practice to settle positions on a net basis or simultaneously;</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul> |
| Measurement<br><br><br>Fair value of derivatives is determined based on:<br><ul><br><li class="mylistitemclass"><font>Level 1: Observable quotations in active markets, when available; or</font></li><br><li class="mylistitemclass"><font>Level 2: Valuation techniques incorporating: </font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>(i) prices from recent transactions in comparable markets;<br><br><br>(ii) adjustments for liquidity and counterparty risk (credit valuation adjustment – CVA);<br><br><br>(iii) projections of market rates implicit in the interest rate or foreign exchange curve (forward rates).<br><br><br>When the fair value at initial recognition differs from the transaction price, the difference is recognized in profit or loss as a fair value gain or loss only in cases where the derivative is classified within Level 1 of the fair value hierarchy or is based on a measurement method that uses only observable data. Otherwise, the difference should be deferred and recognized in profit or loss over time.<br><br><br>In the case of derivatives classified as financial liabilities, the Company also considers the debit valuation adjustment (DVA), which reflects the entity’s own credit risk in determining fair value. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company utilizes derivative instruments, notably swaps, whose fair value is determined based on discounted cash flows using observable market curves, to manage exposures to foreign exchange, interest rate, and inflation risks. Derivatives are classified according to their economic purpose and hedge accounting qualification.
| Parent Company | Consolidated | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional | Fair value | Notional | Fair value | ||||||||||||
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||
| Exchange rate derivatives | |||||||||||||||
| Forward agreements ^(i)^ | — | 942,987 | — | 18,402 | (3,082) | 1,042,896 | (3,498) | 28,392 | |||||||
| FX option agreements | — | — | — | — | 328,500 | 411,000 | 4,739 | 3,096 | |||||||
| — | 942,987 | — | 18,402 | 325,418 | 1,453,896 | 1,241 | 31,488 | ||||||||
| Commodity derivatives | |||||||||||||||
| Forward contract - NDF | — | — | — | — | 8,610 | 21,174 | (5,808) | (7,158) | |||||||
| — | — | — | — | 8,610 | 21,174 | (5,808) | (7,158) | ||||||||
| Foreing exchange and interest rate risk | |||||||||||||||
| Swap agreements (interest rate) ^(ii)^ | 350,000 | 350,000 | 14,965 | (4,705) | 350,000 | 6,453,930 | 14,965 | (364,783) | |||||||
| Swap agreements (interest and FX) ^(iii)^ | 8,554,135 | 13,686,022 | (152,998) | 1,520,581 | 18,507,533 | 20,195,459 | (560,354) | 1,912,553 | |||||||
| Swap agreements (interest and inflation) ^(ii)^ | — | — | — | — | 23,329,194 | 12,247,351 | 377,611 | (246,660) | |||||||
| 8,904,135 | 14,036,022 | (138,033) | 1,515,876 | 42,186,727 | 38,896,740 | (167,778) | 1,301,110 | ||||||||
| Share price risk | |||||||||||||||
| Swap agreements (TRS) ^(v)^ | 709,561 | 1,817,821 | (360,530) | (1,073,657) | 709,561 | 1,817,821 | (360,530) | (1,073,657) | |||||||
| Call Spread ^(iv)^ | 5,594,212 | — | 119,314 | — | 5,594,212 | 4,667,709 | 119,314 | 77,341 | |||||||
| 6,303,773 | 1,817,821 | (241,216) | (1,073,657) | 6,303,773 | 6,485,530 | (241,216) | (996,316) | ||||||||
| Total of financial instruments | (379,249) | 460,621 | (413,561) | 329,124 | |||||||||||
| Current assets | 72,145 | 18,402 | 310,981 | 905,341 | |||||||||||
| Non-current assets | 134,239 | 1,547,093 | 1,956,127 | 2,893,987 | |||||||||||
| Current liabilities | (369,813) | (1,074,991) | (1,909,404) | (2,504,117) | |||||||||||
| Non-current liabilities | (215,820) | (29,883) | (771,265) | (966,087) | |||||||||||
| Total | (379,249) | 460,621 | (413,561) | 329,124 | |||||||||||
| (i) | The Company and its subsidiaries maintain forward foreign exchange contracts and/or currency options to hedge revenues, expenses, and future commitments denominated in foreign currency.<br><br><br>To manage interest rate risk, the Company entered into derivatives aimed at converting a portion of its fixed-rate debt denominated in reais to floating-rate indexation. | ||||||||||||||
| --- | --- | ||||||||||||||
| (ii) | In interest and inflation swap transactions, the Company assumes a long position (asset) in IPCA plus a fixed interest rate, and a short position (liability) in a percentage of CDI. | ||||||||||||||
| (iii) | The Company and subsidiary Rumo execute structured interest and currency swap transactions in which they assume a long position in U.S. dollars plus a fixed interest rate, and a short position in a percentage of CDI. | ||||||||||||||
| (iv) | To mitigate exposure to price fluctuations of Vale S.A. ("Vale") shares, the Company contracted option derivatives. | ||||||||||||||
| (v) | The Company maintains exposure to risks arising from variations in the share price of Cosan (ticker CSAN3). To mitigate these exposures, the Company has entered into TRS (Transfer of Share Price) transactions relating to 80,085,312 CSAN3 shares. On the active side, the Company receives the variation in the share price and the distributed dividends, and on the passive side, it pays CDI (Interbank Deposit Certificate) plus spread. | ||||||||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The breakout for debt-related and non-debt derivative financial instruments is presented below:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Debt Financial instruments | (138,034) | 1,534,278 | (135,554) | 1,319,512 | |||
| Non-debt financial instruments | (241,215) | (1,073,657) | (278,007) | (990,388) | |||
| (379,249) | 460,621 | (413,561) | 329,124 |
Derivative financial instruments related to borrowing transactions are used exclusively for economic hedging purposes and do not constitute speculative transactions.
a) Fair value hedge
Through its subsidiaries, the Company applies fair value hedge accounting to certain borrowing transactions. A direct economic relationship exists between the hedged item (fixed-rate loan) and the hedging instrument (interest/currency swap), with alignment across the following dimensions:
- Equivalent notional amount;
- Coincident maturity; and
- Aligned payment schedule.
The Company establishes a hedge ratio close to 1:1, considering the identity of the underlying risk between the derivative and the hedged risk component of the protected item. Hedge effectiveness is assessed using the fair value change comparison method, contrasting changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk.
Principal potential sources of ineffectiveness identified are:
(i) Reduction or modification of the amount or term of the hedged item; and
(ii) Changes in the credit risk of the Company or swap counterparties.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, 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 | Unit | Notional | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||
| FX rate risk hedge | |||||||||||||||
| Loans, borrowings and debentures | |||||||||||||||
| Designated items | |||||||||||||||
| Senior Notes 2028 | Rumo | US + 5.30% | BRL | (2,791,600) | (2,575,368) | (2,631,834) | (230,520) | (519,686) | |||||||
| Senior Notes 2032 | Rumo | US + 4.20% | BRL | (2,824,075) | (2,570,510) | (2,418,140) | (193,000) | (687,411) | |||||||
| NCE U.S.$ | Rumo | SOFR + 1.30% | BRL | — | — | (25,341) | — | (131,663) | |||||||
| Total | (5,145,878) | (5,075,315) | (423,520) | (1,338,760) | |||||||||||
| Interest rate risk hedge | |||||||||||||||
| Loans, borrowings and debentures | |||||||||||||||
| Designated items | |||||||||||||||
| BNDES Project VIII | Comgás | IPCA + 3.25% | BRL | (708,331) | (600,312) | (678,785) | 89,242 | 100,511 | |||||||
| BNDES Project VIII | Comgás | IPCA + 6.80% | BRL | (300,000) | (280,866) | — | 6,401 | — | |||||||
| BNDES Project VIII | Comgás | IPCA + 6.80% | BRL | (700,000) | (717,294) | — | 15,042 | — | |||||||
| Debentures | Rumo | IPCA + 5.62% | BRL | (13,657,901) | (14,220,199) | (9,719,039) | (1,544,982) | (1,851,762) | |||||||
| ACF | Rumo | IPCA + 6.48% | BRL | (467,321) | (494,225) | (299,706) | (11,288) | (13,635) | |||||||
| Finem | Rumo | TLP + 2.06% | BRL | (19,096) | (21,469) | (25,764) | (1,810) | (2,212) | |||||||
| CCB | Rumo | IPCA + 0.94% | BRL | (898,651) | (814,423) | (874,513) | (78,121) | (63,520) | |||||||
| Total | (17,148,788) | (11,597,807) | (1,525,516) | (1,830,618) |
All values are in US Dollars.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| December 31, 2025 | December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsidiary | Index | Unit | Notional | Assets | Liabilities | Assets | Liabilities | ||||||||
| FX rate risk hedge | |||||||||||||||
| Derivative financial instruments | |||||||||||||||
| Currency and interest rate swap | |||||||||||||||
| Swap Senior Notes 2028 | Rumo | 115% CDI | BRL | 2,791,600 | 2,591,695 | 2,852,107 | 2,657,287 | 2,707,334 | |||||||
| Swap Senior Notes 2032 | Rumo | 106% CDI | BRL | 2,824,075 | 2,612,445 | 2,801,555 | 4,039,312 | 3,926,328 | |||||||
| NCE U.S.$ | Rumo | SOFR + 1.30% | BRL | — | — | — | 25,341 | 124,097 | |||||||
| Total | 5,204,140 | 5,653,662 | 6,721,940 | 6,757,759 | |||||||||||
| Interest rate risk hedge | |||||||||||||||
| Derivative financial instruments | |||||||||||||||
| BNDES Project VIII | Comgás | 99.80% CDI | BRL | 708,331 | 621,400 | 712,630 | 693,704 | 795,268 | |||||||
| Debenture 14th issue - 1st Series | Comgás | 90.30% CDI | BRL | 300,000 | 312,530 | 308,633 | — | — | |||||||
| Debenture 14th issue - 2nd Series | Comgás | 88.27% CDI | BRL | 700,000 | 729,019 | 719,685 | — | — | |||||||
| Swap Debenture | Rumo | 104% CDI | BRL | 13,657,901 | 14,412,764 | 14,027,253 | 10,016,793 | 10,377,790 | |||||||
| ACF | Rumo | 96% CDI | BRL | 467,321 | 499,641 | 519,387 | 304,962 | 318,827 | |||||||
| Finem | Rumo | 96% CDI | BRL | 19,096 | 21,044 | 19,207 | 23,552 | 22,614 | |||||||
| CCB | Rumo | 64% CDI | BRL | 898,651 | 822,384 | 903,152 | 882,930 | 946,589 | |||||||
| Total | 17,418,782 | 17,209,947 | 11,921,941 | 12,461,088 |
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.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Carrying amount | Accumulated fair value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Index | Notional | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||
| FX rate risk | |||||||||||
| Items | |||||||||||
| PPE (Moove) | SOFR + 1.40% | (100,000) | (549,611) | (620,690) | 1,862 | (13,554) | |||||
| NCE (Moove) | SOFR + 1.30% | (50,000) | (282,516) | (320,606) | 976 | (4,164) | |||||
| NCE (Moove) | 4.52% | (50,000) | (274,252) | — | 1,283 | — | |||||
| Senior Notes 2027 (Cosan Luxembourg) | + 7.00% | — | — | (2,475,674) | — | (1,540,318) | |||||
| Export Credit Agreement (Rumo) | + 0.58% | (12,685) | (4,526) | (38,525) | (8) | (713) | |||||
| Scotiabank 2022 (Compass) | + 2.51% | — | — | (1,245,669) | — | 3,580 | |||||
| Scotiabank 2023 (Compass) | + 4.76% | (749,310) | (828,619) | (926,262) | (625) | 5,920 | |||||
| BNP Paribas 2024 (Compass) | + 5.74% | — | — | (523,634) | — | (19,408) | |||||
| Total | (1,939,524) | (6,151,060) | 3,488 | (1,568,657) | |||||||
| Interest rate risk and inflation | |||||||||||
| Items | |||||||||||
| BNDES Projects VI e VII (Compass) | IPCA + 4.10% | (78,110) | (67,724) | (88,477) | 2,844 | 3,288 | |||||
| BNDES Project VIII (Compass) | IPCA + 3.25% | (616,366) | (575,321) | (639,325) | 41,068 | 39,439 | |||||
| BNDES Project IX (Compass) | IPCA + 5.74% | (540,992) | (564,266) | (554,820) | 46,209 | 54,110 | |||||
| BNDES Project IX - Sub A (Compass) | IPCA + 5.74% | (292,893) | (291,576) | (287,962) | 19,222 | 22,242 | |||||
| BNDES Project IX - Sub A (Compass) | IPCA + 5.74% | (188,050) | (186,576) | (184,883) | 9,574 | 10,864 | |||||
| BNDES Project IX - Sub B (Compass) | IPCA + 6.01% | (301,483) | (299,933) | (295,695) | 20,339 | 23,999 | |||||
| Debenture 4th issue - 3rd Series (Compass) | IPCA + 7.36% | — | — | (41,436) | — | 718 | |||||
| Debenture 9th issue - 1st Series (Compass) | IPCA + 5.12% | (500,000) | (575,279) | (512,946) | 75,823 | 88,728 | |||||
| Debenture 9th issue - 2nd Series (Compass) | IPCA + 5.22% | (500,000) | (530,740) | (466,173) | 120,271 | 133,379 | |||||
| Debenture 11th issue - 1st Series (Compass) | IPCA + 6.38% | (750,000) | (757,552) | (685,420) | 58,101 | 72,780 | |||||
| Debenture 11th issue - 2nd Series (Compass) | IPCA + 6.45% | (750,000) | (739,987) | (662,782) | 68,957 | 85,912 | |||||
| Debenture 12th issue – Single series (Compass) | IPCA + 7.17% | (600,000) | (619,902) | (588,142) | (18,877) | (10,096) | |||||
| Debenture 2nd issue – Single series (Compass) | IPCA + 7.44% | (800,000) | (881,057) | — | 3,057 | — | |||||
| Debentures (Rumo) | IPCA + 4.68% | (60,000) | (169,600) | (248,085) | (473) | (59,916) | |||||
| Debentures (Rumo) | IPCA + 4.50% | (600,000) | (788,138) | (755,061) | (63,542) | (96,457) | |||||
| Total | (7,047,651) | (6,011,207) | 382,573 | 368,990 |
All values are in US Dollars.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Book value | |||||||
|---|---|---|---|---|---|---|---|
| Index | Notional | December 31, 2025 | December 31, 2024 | ||||
| FX rate risk | |||||||
| Derivatives instruments | |||||||
| PPE (Moove) | CDI + 0.79% | 100,000 | 10,069 | 66,125 | |||
| NCE (Moove) | CDI + 0.60% | 50,000 | (9,119) | 42,006 | |||
| NCE (Moove) | CDI + 0.50% | 50,000 | (2,295) | — | |||
| Swap Senior Notes 2027 (Cosan Luxembourg) | BRL + 114.66% CDI | — | — | 217,523 | |||
| FX and interest rate swap (Rumo) | BRL + 108% CDI | 12,685 | 6,000 | 12,253 | |||
| Scotiabank 2022 (Compass) | CDI + 1.20% | — | — | 95,971 | |||
| Scotiabank 2023 (Compass) | CDI + 1.30% | 749,310 | 69,736 | 169,185 | |||
| BNP Paribas 2024 (Compass) | CDI + 1.30% | — | — | 55,805 | |||
| Total | 74,391 | 658,868 | |||||
| Interest rate risk and inflation | |||||||
| Derivatives instruments | |||||||
| BNDES Projects VI and VII (Compass) | 87.50% CDI | 78,110 | (3,048) | (3,332) | |||
| BNDES Project VIII (Compass) | 82.94% CDI | 616,366 | (42,744) | (39,834) | |||
| BNDES Project IX (Compass) | 98.90% CDI | 540,992 | 33,502 | 1,394 | |||
| BNDES Project IX - Sub A (Compass) | 95.55% CDI | 292,893 | 1,745 | (14,383) | |||
| BNDES Project IX - Sub A (Compass) | 92.35% CDI | 188,050 | 783 | (8,929) | |||
| BNDES Project IX - Sub B (Compass) | 98.49% CDI | 301,483 | 1,149 | (15,994) | |||
| Debenture 4th issue - 3rd Series (Compass) | 112.49% CDI | — | — | 3,203 | |||
| Debenture 9th issue - 1st Series (Compass) | 109.20% CDI | 500,000 | 37,108 | 5,192 | |||
| Debenture 9th issue - 2nd Series (Compass) | 110.60% CDI | 500,000 | (7,512) | (39,535) | |||
| Debenture 11th issue - 1st Series (Compass) | 100.45% CDI | 750,000 | (37,594) | (71,755) | |||
| Debenture 11th issue - 2nd Series (Compass) | 99.70% CDI | 750,000 | (48,653) | (84,963) | |||
| Debenture 12th issue – Single series (Compass) | 95.66% CDI | 600,000 | 44,360 | 10,424 | |||
| Debenture 2nd issue – Single series (Compass) | 97.40% CDI | 800,000 | (14,363) | — | |||
| Debentures (Rumo) | 107% CDI | 60,000 | 24,126 | 60,419 | |||
| Debentures (Rumo) | 103% CDI | 600,000 | 179,919 | 130,505 | |||
| Total | 168,778 | (67,588) |
c) Cash flow hedge
Compass
Indirect subsidiary Edge Comercialização S.A. ("Edge") executed natural gas sales transactions with prices indexed to Brent. To mitigate exposure to volatility in this index, Edge formally designated such contracts as cash flow hedge relationships.
Indirect subsidiary Terminal de Regaseificação de GNL de São Paulo ("TRSP") adopted hedge accounting to protect against cash flow 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.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Rumo
To mitigate the effects of foreign exchange volatility on highly probable future cash flows, subsidiary Rumo contracted derivative financial instruments in the form of currency swaps and designated them as cash flow 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 | Unit | Nocional | December 31, 2025 | December 31, 2024 | |||||||
| Financial instrument | ||||||||||||
| Future | Edge | Price | BRL | 2,596 | (4,654) | — | ||||||
| Leasing | TRSP | Exchange | BRL | 3,409,281 | (208,509) | (446,224) | ||||||
| Swap exchange rate and interest | Rumo | Exchange | BRL | 1,044,127 | (109,510) | — | ||||||
| Total | (322,673) | (446,224) | ||||||||||
| (-) Deferred tax | 109,709 | 151,716 |
The effect of cash flow hedging on the income statement and other comprehensive income is shown below:
| Write-offs | Ineffectiveness | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Subsidiary | Balance as of January 1, 2025 | Designation | Net sales | Cost of sales | Financial results | Balance as of December 31, 2025 | ||||||||
| Financial instrument | ||||||||||||||
| Future | Edge | — | (17,742) | — | 9,027 | 4,061 | (4,654) | |||||||
| Leasing | TRSP | (446,224) | 224,319 | 11,666 | — | 1,730 | (208,509) | |||||||
| Swap exchange rate and interest | Rumo | — | (169,196) | — | 59,686 | — | (109,510) | |||||||
| Total | (446,224) | 37,381 | 11,666 | 68,713 | 5,791 | (322,673) |
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.
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.7 Trade receivables
| Accounting policy:<br><br><br>Trade receivables are recognized when Cosan has an unconditional right to consideration arising from the transfer of goods or services to a customer (an unconditional right to consideration). They are initially measured at the fair value of the consideration to be received, generally equivalent to the transaction price, adjusted for:<br><ul><br><li class="mylistitemclass"><font>Trade discounts granted;</font></li><br><li class="mylistitemclass"><font>Expected returns (customer return rights);</font></li><br><li class="mylistitemclass"><font>Significant financing components (present value adjustment when the payment term exceeds 12 months and contains a significant financing component).</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>After initial recognition, trade receivables are measured at amortized cost using the effective interest rate method. | |||
|---|---|---|---|
| Expected Credit Losses (ECL)<br><br><br>The Company recognizes an allowance for expected credit losses using a staged expected loss approach:<br><ul><br><li class="mylistitemclass"><font>Stage 1: Receivables whose credit risk has not increased significantly since initial recognition—allowance calculated based on 12-month expected credit losses;</font></li><br><li class="mylistitemclass"><font>Stages 2 and 3: Receivables whose credit risk has increased significantly or are in default—allowance calculated based on lifetime expected credit losses over the remaining life of the asset.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>Receivables are grouped into homogeneous pools based on similar credit risk characteristics (customer segment, payment term, delinquency history, and economic sector). Loss rates are determined based on:<br><ul><br><li class="mylistitemclass"><font>Observed historical credit loss experience in prior periods;</font></li><br><li class="mylistitemclass"><font>Adjustments to reflect current conditions (e.g., deterioration in the customer's sector); and</font></li><br><li class="mylistitemclass"><font>Reasonable and supportable forecasts of future economic conditions (e.g., GDP, unemployment rate, regulatory environment).</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> </ul><br><br>The allowance for expected credit losses is recognized as a selling expense. | |||
| Consolidated | |||
| --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | ||
| Domestic market | 3,099,186 | 3,220,315 | |
| Unbilled receivables ^(i)^ | 760,602 | 853,993 | |
| Foreign market - foreign currency | 79,358 | 134,127 | |
| 3,939,146 | 4,208,435 | ||
| Expected credit losses | (269,983) | (212,701) | |
| 3,669,163 | 3,995,734 | ||
| Current | 3,520,278 | 3,730,364 | |
| Non-current | 148,885 | 265,370 | |
| 3,669,163 | 3,995,734 | ||
| (i) | Unbilled revenue refers to the estimated portion of gas supply and sales for the month, for which measurement and billing have not yet been carried out, but which has already been recorded in the balance sheet for accrual purposes. | ||
| --- | --- | ||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The aging of accounts receivable is as follows:
| Consolidated | |||
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Not due | 3,393,659 | 3,615,094 | |
| Overdue | |||
| Until 30 days | 224,168 | 280,392 | |
| From 31 to 60 days | 44,869 | 74,817 | |
| From 61 to 90 days | 28,226 | 27,198 | |
| More than 90 days | 248,224 | 210,934 | |
| Expected credit losses | (269,983) | (212,701) | |
| 3,669,163 | 3,995,734 |
The changes in expected credit losses are as follows:
| Consolidated | |
|---|---|
| Balance as of January 1, 2024 | (161,108) |
| Business combination | (17,606) |
| Additions/reversals | (54,882) |
| Write-offs | 20,895 |
| Balance as of December 31, 2024 | (212,701) |
| Business combination | (715) |
| Additions/reversals | (94,974) |
| Foreign exchange variation | 1,253 |
| Write-offs | 37,154 |
| Balance as of December 31, 2025 | (269,983) |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.8 Related parties
| Accounting policy:<br><br><br>Transactions with related parties were conducted under pre-agreed contractual terms. Outstanding balances at period end are unsecured, non-interest-bearing, and settled in cash. No guarantees were given or received on any receivables or payables involving related parties. At the end of each period, recoverability of amounts and receivables is assessed; for the years ended December 31, 2025 and 2024, no allowance was recognized.<br><br><br>The Company maintains a Cost Sharing Agreement governing the sharing of activities and expenses, together with reimbursement guidelines and other commercial terms for group expense allocation. These expenses are classified as intercompany transactions.<br><br><br>Balances and transactions between the Company and its subsidiaries, which are related parties, were eliminated on consolidation and are not disclosed in this note. |
|---|
a) Trade receivable and payable with
related
parties:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Current assets | |||||||
| Commercial operations | |||||||
| Raízen S.A. and its subsidiaries | 3,278 | 5,241 | 70,001 | 72,518 | |||
| Rumo S.A. and its subsidiaries | 21,324 | 25,706 | — | — | |||
| CLI Sul S.A. | 10 | 10 | 14,431 | 19,458 | |||
| Cosan Lubrificantes e Especialidades S.A. | 4,309 | 14,164 | — | — | |||
| Compass Gás e Energia S.A. and its subsidiaries | 15,207 | 18,561 | — | — | |||
| Termag - Terminal Marítimo de Guarujá S.A. | — | — | 14,286 | 14,286 | |||
| Associação Gestora da Ferrovia Internado Portode Santos (AG-FIPS) | — | — | 49,397 | 36,985 | |||
| Radar Gestão de Investimentos S.A. | 1,299 | 564 | 1,299 | 565 | |||
| Radar Group | 1,017 | 1,885 | — | — | |||
| Other | 325 | 239 | 501 | 6,373 | |||
| 46,769 | 66,370 | 149,915 | 150,185 | ||||
| Financial operations | |||||||
| Raízen S.A. and its subsidiaries ^(i)^ | 49,634 | 45,173 | 49,634 | 45,173 | |||
| Cosan Lubrificantes e Especialidades S.A.^(ii)^ | 21,433 | — | — | — | |||
| Cosan Luxembourg S.A. | — | 2,556 | — | — | |||
| Other | — | — | — | 1,705 | |||
| 71,067 | 47,729 | 49,634 | 46,878 | ||||
| Total current assets | 117,836 | 114,099 | 199,549 | 197,063 | |||
| Non-current assets | |||||||
| Commercial operations | |||||||
| Termag - Terminal Marítimo de Guarujá S.A. | — | — | 8,333 | 21,438 | |||
| — | — | 8,333 | 21,438 | ||||
| Financial operations | |||||||
| Raízen S.A. and its subsidiaries ^(i)^ | — | 28,864 | — | 26,920 | |||
| Cosan Lubrificantes e Especialidades S.A.^(ii)^ | 102,476 | 109,550 | — | — | |||
| Ligga S.A. | — | 154,468 | — | 154,468 | |||
| CLI Sul S.A. | — | — | 12,000 | — | |||
| Other | — | — | 15 | — | |||
| 102,476 | 292,882 | 12,015 | 181,388 | ||||
| Total non-current assets | 102,476 | 292,882 | 20,348 | 202,826 | |||
| Related parties receivables | 220,312 | 406,981 | 219,897 | 399,889 | |||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Current liabilities | |||||||
| Commercial operations | |||||||
| Raízen S.A. and its subsidiaries | 5,585 | 8,176 | 164,788 | 303,656 | |||
| Termag - Guarujá Maritime Terminal S.A. | — | — | 95 | 8,149 | |||
| Association for the Management of the Internal Railway of the Port of Santos (AG-FIPS) | — | — | 43,607 | 45,119 | |||
| Compass Gás e Energia S.A. and its subsidiaries | 518 | — | — | — | |||
| Cosan Lubrificantes e Especialidades S.A | 53 | — | — | — | |||
| Other | 328 | 64 | 315 | 1,932 | |||
| 6,484 | 8,240 | 208,805 | 358,856 | ||||
| Financial and corporate operations | |||||||
| Raízen S.A. and its subsidiaries ^(i)^ | 110,186 | 56,478 | 111,548 | 57,554 | |||
| Cosan Lubrificantes e Especialidades S.A.^(ii)^ | 13,914 | — | — | — | |||
| Cosan Overseas Limited ^(iii)^ | 35,554 | 40,012 | — | — | |||
| Cosan Luxembourg S.A. ^(iii)^ | 67,424 | 105,890 | — | — | |||
| Other | — | — | 563 | — | |||
| 227,078 | 202,380 | 112,111 | 57,554 | ||||
| Total current liabilities | 233,562 | 210,620 | 320,916 | 416,410 | |||
| Non-current liabilities | |||||||
| Commercial operations | |||||||
| Other | 87 | — | 88 | — | |||
| 87 | — | 88 | — | ||||
| Financial operations | |||||||
| Cosan Lubrificantes e Especialidades S.A.^(ii)^ | 617,920 | 591,491 | — | — | |||
| Cosan Luxembourg S.A. ^(iii)^ | 2,008,376 | 3,342,012 | — | — | |||
| Cosan Overseas Limited ^(iii)^ | 2,770,458 | 3,117,823 | — | — | |||
| Raízen S.A. and its subsidiaries^(i)^ | 1,078 | 1,078 | 1,078 | 1,078 | |||
| 5,397,832 | 7,052,404 | 1,078 | 1,078 | ||||
| Total non-current liabilities | 5,397,919 | 7,052,404 | 1,166 | 1,078 | |||
| Payables to related party | 5,631,481 | 7,263,024 | 322,082 | 417,488 | |||
| (i) | The current and non-current assets receivable by Raízen S.A. and its subsidiaries are substantially tax credits that will be reimbursed to the Company when realized. | ||||||
| --- | --- | ||||||
| Current liabilities represent reimbursements to Raízen S.A. and its subsidiaries for expenses related to legal disputes and other liabilities incurred before the formation of the joint venture, and which are the responsibility of Cosan S.A. | |||||||
| (ii) | On December 31, 2018, a contract for the assumption of rights and obligations was executed, and assets and liabilities related to the fuel business, originating from the acquisition of Esso Brasileira de Petróleo Ltda. (“Esso”) in 2008, which were not contributed to the formation of Raízen, were transferred. | ||||||
| (iii) | These transactions serve as a means of transferring resources from the Company to its subsidiaries, which are the holders of the Senior Notes and responsible for honoring their obligations. The increases observed in these liability balances refer to the establishment of a loan resulting from the transfer of the Senior Notes debt due 2029 and to the foreign exchange variation that affected the existing Export Prepayment (“PPE”) transactions between the Company and its subsidiaries Cosan Lux and Cosan Overseas Limited (“Cosan Overseas”). | ||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Transactions with related parties:
| Parent Company | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | ||||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating income | ||||||||
| Raízen S.A. and its subsidiaries ^(i)^ | — | — | 583,567 | 1,294,971 | ||||
| CLI Sul S.A. | — | — | 12,629 | 12,375 | ||||
| Other | — | — | 1,183 | 46,350 | ||||
| — | — | 597,379 | 1,353,696 | |||||
| Purchase of products / inputs / services | ||||||||
| Raízen S.A. and its subsidiaries ^(i)^ | (1,133) | (45) | (2,475,506) | (3,129,874) | ||||
| Radar Investment Management S.A. | — | — | — | — | ||||
| Termag - Guarujá Maritime Terminal S.A. | — | — | (49,835) | — | ||||
| Other | — | — | — | (4,544) | ||||
| (1,133) | (45) | (2,525,341) | (3,134,418) | |||||
| Shared income (expenses) | ||||||||
| Compass Gás e Energia S.A. and its subsidiaries | 66,214 | 102,032 | — | — | ||||
| Cosan Lubrificantes e Especialidades S.A. | 8,846 | 6,576 | — | — | ||||
| Raízen S.A. and its subsidiaries | (1,988) | (5,352) | (97,702) | (30,156) | ||||
| Rumo S.A. and its subsidiaries | 50,890 | 26,497 | — | — | ||||
| Radar | — | 1,881 | — | — | ||||
| Association for the Management of the Internal Railway of the Port of Santos (AG-FIPS) | — | — | (134,820) | — | ||||
| Other | 3,522 | (8) | 118 | (22) | ||||
| 127,484 | 131,626 | (232,404) | (30,178) | |||||
| Financial results | ||||||||
| Cosan Luxembourg S.A. | 168,580 | (1,139,998) | — | — | ||||
| Cosan Overseas Limited | 118,549 | (912,722) | — | — | ||||
| Raízen S.A. and its subsidiaries | (22,197) | — | (22,197) | — | ||||
| Moove Lubricants Limited | (4) | — | — | — | ||||
| Ligga S.A. | 10,410 | — | 10,410 | |||||
| Other | — | 4,818 | — | 4,808 | ||||
| 275,338 | (2,047,902) | (11,787) | 4,808 | |||||
| Total | 401,689 | (1,916,321) | (2,172,153) | (1,806,092) | ||||
| (i) | The amount refers substantially to the purchase of fuels and the provision of logistics transport services by the subsidiary Rumo. | |||||||
| --- | --- | |||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Managers’ and directors’ compensation:
The Company has a compensation policy approved by the Board of Directors. Compensation for key management personnel includes salaries, contributions to a post-employment defined benefit plan, and stock-based compensation. On April 30, 2025, the Annual General Meeting approved the total annual compensation for directors for the fiscal year 2025.
Below we present the results for the Parent Company and the consolidated results:
| Parent Company | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | ||||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Short-term benefits to employees and directors | 69,789 | 52,437 | 196,334 | 175,487 | ||||
| Share based compensation | 22,301 | 51,587 | 37,492 | 67,569 | ||||
| Post-employment benefits | 221 | 534 | 2,642 | 2,369 | ||||
| Employment termination benefits | — | 1,645 | — | 1,645 | ||||
| Other long-term benefits | — | — | 9,545 | 5,981 | ||||
| Total | 92,311 | 106,203 | 246,013 | 253,051 |
5.9 Trade payables
| Accounting policy:<br><br><br>Due to the short-term nature of trade payables, their carrying amounts are the same as their fair values, and they are generally paid within 30 to 90 days of recognition. |
|---|
The supplier balances are presented below:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Material and services suppliers | 870 | 2,900 | 3,284,618 | 4,205,516 | |||
| Natural gas / transport and logistics suppliers | — | — | 812,884 | 982,333 | |||
| 870 | 2,900 | 4,097,502 | 5,187,849 | ||||
| Current | 870 | 2,900 | 4,078,511 | 5,168,593 | |||
| Non-current | — | — | 18,991 | 19,256 | |||
| Total | 870 | 2,900 | 4,097,502 | 5,187,849 |
5.10 Sectorial financial assets and liabilities
| Accounting policy:<br><br><br>Sector-specific financial assets and liabilities neutralize the economic impacts on distributors' results. These impacts arise from differences between the gas costs and tax rates included in regulatory rulings by regulatory agencies and those actually incorporated into tariffs during each tariff adjustment or review cycle.<br><br><br>Regulatory agencies overseeing indirect subsidiaries:<br><ul><br><li class="mylistitemclass"><font>Comgás<font> and </font>Necta Gás<font> Natural S.A. ("</font>Necta<font>"), regulated by the Sanitation and Energy</font><font> Regulatory Agency for the state of São Paulo <font><font><font>(Agência Reguladora de Servi<font><i><font lang="EN-US">ç</font></i></font>os Públicos do Estado de São Paulo,</font></font></font> or "ARSESP") pursuant to Resolution No. 1,010;</font></font></li><br><br><br><br><br><br><br><br><br><br><br></ul> |
|---|
| <ul><br><li class="mylistitemclass"><font>Compagas<font>, regulated by the </font>Paraná<font> State Regulatory Agency for Delegated Public Services of Paraná <font>(Agência Reguladora de Serviços Públicos Delegados do Paraná,</font> or "AGEPAR") pursuant to Resolution No. 028/2022;</font></font></li><br><br><br><br><br><br><br></ul> |
| <ul><br><li class="mylistitemclass"><font>Sulgás<font>, regulated by the State Agency for the Regulation of Delegated Public Services of the State of Rio Grande do Sul <font>(Agência Estadual de Regulação dos Serviços Públicos Delegados do Rio Grande do Sul,</font> or "AGERGS") pursuant to Resolution No. 072/2025.</font></font></li><br><br><br><br><br><br><br></ul> |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Based on these rulings, our indirect subsidiary Compass has concluded that there is no uncertainty in recognizing sector-specific financial assets and liabilities as amounts receivable or payable.<br><br><br>Accordingly, Compass recognizes these assets and liabilities in its financial statements. They are based on the difference between the actual cost and the cost considered in tariff adjustments. This generates a receivable when the actual cost exceeds the amount incorporated in the tariff, or a liability when the costs are lower than those incorporated in the tariff. These differences are considered in the subsequent tariff adjustment and become components of the distributors' tariff adjustment index. |
|---|
The movement of net sectorial financial assets (liabilities) was as follows:
| Sectorial Assets | Sectorial Liabilities ^(iv)^ | Total | ||||
|---|---|---|---|---|---|---|
| Balance as of January 1, 2024 | 548,700 | (1,810,698) | (1,261,998) | |||
| Cost of gas^(i) | (ii)^ | (12,437) | (2,210) | (14,647) | ||
| Tax credits | — | (65,710) | (65,710) | |||
| Monetary update ^(iii)^ | 71,981 | (161,621) | (89,640) | |||
| Deferral of IGP-M | 117,418 | — | 117,418 | |||
| Business combination | 5,980 | — | 5,980 | |||
| Balance as of December 31, 2024 | 731,642 | (2,040,239) | (1,308,597) | |||
| Cost of gas ^(i) | (ii)^ | (51,483) | (38,931) | (90,414) | ||
| Tax credits | — | (29,025) | (29,025) | |||
| Residential deferment ^(iv)^ | 52,092 | — | 52,092 | |||
| Monetary update^(iii)^ | 45,821 | (157,066) | (111,245) | |||
| Deferral of IGP-M ^(v)^ | (49,118) | — | (49,118) | |||
| Balance as of December 31, 2025 | 728,954 | (2,265,261) | (1,536,307) | |||
| Current | 338,332 | (96,719) | 241,613 | |||
| Non-current | 390,622 | (2,168,542) | (1,777,920) | |||
| Total | 728,954 | (2,265,261) | (1,536,307) | |||
| (i) | This refers to the cost of purchased gas compared to the cost included in the tariffs, fully classified as a current asset, since the regulator's decision provides for tariff recovery on an annual basis for residential and commercial customer categories and quarterly for other customer categories. | |||||
| --- | --- | |||||
| (ii) | On April 24, 2025, AGERGS, through DRE No. 79/2025, approved the following issues related to the tariff review for the 2024 fiscal year: (i) Inclusion of IRPJ and CSLL in the gross margin calculation; and (ii) Recalculation of the retroactive payment. Based on the reassessment of these issues, Sulgás recognized an impact on its short-term Sectorial financial assets in the amount of R$ 93,060. | |||||
| (iii) | Monetary adjustment on the gas current account and late payment credit, basis on the SELIC rate. | |||||
| (iv) | According to ARSESP Resolution No. 1,709, of September 9, 2025, the individual residential segment had reduced margins applied, replacing those originally foreseen for the new tariff cycle, until December 9, 2026. Due to these reduced tariffs, the Company began to record in its accounting the deferral related to the difference between the tariffs charged to users and those defined in the tariff schedule of the ordinary review. This difference will be added to the tariffs in effect from December 10, 2026. | |||||
| (v) | Appropriation of the IGP-M deferral for residential and commercial customer categories, recognized in non-current assets, according to ARSESP Resolution No. 1,162 of May 26, 2021 and the 7th Addendum to the Comgás Concession Contract on October 1, 2021. As of ARSESP Resolution No. 1,709, of September 9, 2025, said deferral has been included in the tariff charged to customers and will be amortized until the end of the current tariff cycle. |
On February 23, 2026, ARSESP published Resolution No. 1,776. This resolution establishes the criteria for allocating to users the amounts that piped gas concessionaires earned from excluding the state sales tax (Imposto sobre Circulação de Mercadorias e Serviços, or “ICMS”) from the tax base for the employees’ profit participation program (Programa de Integração Social, or “PIS”) and the social contribution for social security financing (Contribuição para o Financiamento da Seguridade Social, or “COFINS”). The purpose is to restore the economic-financial equilibrium of the concessions.
This resolution has no impact on the financial statements as of December 31, 2025, because the Company understands that any cash outflows will occur after twelve months.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.11 Fair value measurement
| Accounting policy:<br><br><br>Fair value is the price that would be obtained for the sale of an asset or paid for the transfer of a liability in an unforced transaction between market participants on the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability will occur:<br><br><br>• In the principal market for the asset or liability;<br><br><br>• or In the absence of a principal market, in the most advantageous market for the asset or liability. The Company must have access to the main or most advantageous market.<br><br><br>The measurement of the fair value of an asset or liability is based on the assumptions that market participants would use to set the price, assuming that they are acting in their best economic interests. |
|---|
| For non-financial assets, fair value measurement considers the market participant's ability to generate economic benefits by using the asset in its best possible use or by selling it to another participant who would use it for the same purpose.<br><br><br>The best evidence of the fair value of a financial instrument on initial recognition is generally the transaction price, i.e. the fair value of the consideration given or received. When the fair value at initial recognition differs from the transaction price, the difference is recognized in profit or loss as a fair value gain or loss only in cases where the derivative is classified within Level 1 of the fair value hierarchy or based on a measurement method that uses only observable inputs. For derivatives classified within Levels 2 or 3, the difference must be deferred and recognized in profit or loss over time. |
| All assets and liabilities measured or disclosed at fair value in the financial statements are classified within the fair value hierarchy, as described below:<br><br><br>• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities to which the entity has access at the measurement date;<br><br><br>• Level 2: valuation techniques for which the inputs are not the quoted prices included in Level 1, but which are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices);<br><br><br>• Level 3: valuation techniques that include information about the asset or liability that is not based on observable market data (unobservable information). |
| When measuring the fair value of an asset or liability, the Company uses observable market data as much as possible. The specific valuation techniques used to value financial instruments include:<br><br><br>i. Use of quoted market prices;<br><br><br>ii. Fair value calculated as the present value of estimated future cash flows. Estimates of future floating rate cash flows are based on quoted swap rates, futures prices and interbank lending rates. The estimated cash flows are discounted using a yield curve constructed from similar sources and reflecting the relevant reference interbank rate used by market participants for this purpose when pricing interest rate swaps. The estimate of fair value is subject to a credit risk adjustment that reflects the credit risk of the Company and its counterparty; this is calculated based on the credit spreads derived from the current credit default swap; and<br><br><br>iii. For other financial instruments, discounted cash flow analysis. |
| External valuers may be involved in the valuation of significant assets and liabilities, such as investment properties, unlisted financial assets and contingent consideration.<br><br><br>For fair value disclosure purposes, the Company defines classes of assets and liabilities based on their nature, characteristics and risks involved, as well as the level of the fair value hierarchy, as explained above. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The carrying amounts of short-term financial assets and liabilities do not differ significantly from their fair value. The carrying amounts and fair value of consolidated assets and liabilities are as follows:
| Carrying amount | Assets and liabilities measured at fair value | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||||||
| Note | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||
| Assets | |||||||||||||||||
| Investments funds | 5.2 | 2,525,668 | 2,122,442 | — | 2,525,668 | — | — | 2,122,442 | — | ||||||||
| Marketable securities | 5.3 | 2,992,593 | 3,386,301 | 307,177 | 2,685,416 | — | — | 3,386,301 | — | ||||||||
| Other financial assets | 5,805 | 4,495 | 5,805 | — | — | 4,495 | — | — | |||||||||
| Investment properties (i) | 11.5 | 18,221,781 | 16,818,919 | — | — | 18,221,781 | — | — | 16,818,919 | ||||||||
| Derivative financial instruments | 5.6 | 2,267,108 | 3,799,328 | — | 2,267,108 | — | — | 3,799,328 | — | ||||||||
| Total | 26,012,955 | 26,131,485 | 312,982 | 7,478,192 | 18,221,781 | 4,495 | 9,308,071 | 16,818,919 | |||||||||
| Liabilities | |||||||||||||||||
| Loans, borrowings and debentures | 5.4 | (64,227,131) | (66,455,426) | — | (64,136,362) | — | — | (28,294,034) | — | ||||||||
| Derivative financial instruments | 5.6 | (2,680,669) | (3,470,204) | — | (2,680,669) | — | — | (3,470,204) | — | ||||||||
| Other trades payable (ii) | (11,854) | (12,362) | — | — | (11,854) | — | — | (12,362) | |||||||||
| Total | (66,919,654) | (69,937,992) | — | (66,817,031) | (11,854) | — | (31,764,238) | (12,362) | |||||||||
| (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”). The discount rate used was 9.25% per annum on December 31, 2025 (6.06% per annum to 10.40% per annum on December 31, 2024). | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (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. |
For debts whose market value is quoted on the Luxembourg Stock Exchange (or “LuxSE”), the fair value measurement is based on the quoted market price as follows:
| Debts | Company | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Senior Notes due 2028 | Rumo Luxembourg S.à rl | 99.98 % | 97.32 % | |||
| Senior Notes due 2032 | Rumo Luxembourg S.à rl | 92.04 % | 84.30 % | |||
| Senior Notes due 2027^(i)^ | Cosan Luxembourg S.A. | — | 99.63 % |
(i) The debt was settled on March 14, 2025. For more information, see Note 2.2.2.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
5.12 Financial risk management
This note describes the group's exposure to financial risks and how these risks may affect future financial performance. To provide more context, current year profit or loss information has been included where applicable:
| Risk | Exposure | Measurement | Management |
|---|---|---|---|
| Market Risk – exchange rate | i. Future commercial transactions.<br><br><br><br><br><br>ii. Recognized financial assets and liabilities not denominated in Reais. | i. Cash flow forecasting<br><br><br><br><br><br>ii. Sensitivity analysis. | Foreign currency. |
| Market Risk – interest rates | Cash and cash equivalents, marketable securities, loans, borrowings and debentures, leases and derivatives financial instruments. | Sensitivity analysis. | Interest rate swap. |
| Market Risk – price | i. Future business transactions.<br><br><br><br><br><br>ii. Investments in securities. | i. Projected cash flow.<br><br><br><br><br><br>ii. Sensitivity analysis. | i. Commodity futures price.<br><br><br><br><br><br>ii. Hedging derivative for both appreciation and depreciation of shares. |
| Credit risk | Cash and cash equivalents, marketable securities, accounts receivable, derivatives, accounts receivable from related parties, dividends and investment properties. | i. Analysis by maturity.<br><br><br><br><br><br>ii. Credit ratings. | Available funds and lines of credit. |
| Liquidity risk | Loans, borrowings and debentures, accounts payable to suppliers, other financial liabilities, REFIS (Special Tax Regularization Program), leases, derivatives, accounts payable to related parties and dividends. | Cash flow forecasting | Available funds and lines of credit. |
The Company's Management identifies, assesses, and protects against financial risks in close cooperation with the operating units. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk, use of derivatives and non- derivatives financial instruments, and investment of excess liquidity.
When all relevant criteria are met, hedge accounting is applied to eliminate the accounting mismatch between the hedging instrument and the hedged item. This results in the recognition of interest expense at a fixed interest rate for hedged loans and floating-rate inventories, and at a fixed exchange rate for hedged purchases.
The Company may choose to formally designate new debt transactions for which it holds hedging derivatives financial instruments of the swap type for the exchange of foreign exchange variation, measured at fair value. The fair value option aims to eliminate inconsistencies in the result arising from differences between the measurement criteria of certain liabilities and their hedging instruments. Thus, both the swaps and the respective debts will be measured at fair value. This option is irrevocable and must be exercised only in the initial accounting entry of the transaction.
The Company's policy is to maintain a capital basis to promote the confidence of investors, creditors, and the market, and to ensure the future development of the business. Management monitors the return on capital for each of its businesses. The use of financial instruments to hedge against these areas of volatility is determined through an analysis of the risk exposure that Management intends to cover.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Market Risk
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, optimizing returns.
The Company uses derivatives to manage market risks. All such transactions are carried out in accordance with the guidelines established by the Risk Management Committee.
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.
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Cash and cash equivalents | 649,107 | 1,861,070 | |
| Marketable securities | 97,005 | — | |
| Trade receivable | 71,555 | 35,807 | |
| Trade payables | (417,312) | (691,312) | |
| Loans, borrowings and debentures | (15,949,122) | (24,263,167) | |
| Lease | (2,043,650) | (2,121,304) | |
| Consideration payable | (195,057) | (246,256) | |
| Derivative financial instruments (notional) | 14,851,873 | 22,576,441 | |
| Foreign exchange exposure, net | (2,935,601) | (2,848,721) |
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 | 850 | 159,574 | 318,297 | (157,873) | (316,597) | ||||||
| Marketable securities | Low FX rate | (42) | 24,113 | 48,268 | (24,197) | (48,352) | ||||||
| Trade receivable | Low FX rate | (23) | 17,754 | 35,457 | (18,066) | (35,813) | ||||||
| Trade payables | High FX rate | 124 | (103,403) | (206,380) | 103,433 | 206,733 | ||||||
| Loans, borrowings and debentures | High FX rate | 6,720 | (3,982,846) | (7,969,185) | 3,986,877 | 7,973,216 | ||||||
| Lease | High FX rate | 894 | (509,795) | (1,020,484) | 511,583 | 1,022,272 | ||||||
| Consideration payable | High FX rate | 85 | (48,658) | (97,401) | 48,828 | 97,571 | ||||||
| Derivative financial instruments (notional) | Low FX rate | 119,237 | 3,776,424 | 7,625,727 | (4,245,617) | (7,943,997) | ||||||
| Impacts on profit or loss before taxes | 127,499 | (470,764) | (873,209) | 8,203 | 561,849 | |||||||
| Impacts on other comprehensive income | 346 | (196,073) | (392,492) | 196,765 | 393,184 | |||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Exchange rate sensitivity analysis | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | Scenarios | |||||||||||
| Probable | 25% | 50% | (25%) | (50%) | ||||||||
| U.S. | 5.5024 | 5.5000 | 6.8750 | 8.2500 | 4.1250 | 2.7500 | ||||||
| Euro | 6.4692 | 6.5450 | 8.1813 | 9.8175 | 4.9088 | 3.2725 | ||||||
| 7.4112 | 7.5350 | 9.4188 | 11.3025 | 5.6513 | 3.7675 |
All values are in US Dollars.
Interest rate risk
The Company and its subsidiaries monitor fluctuations in variable interest rates related to their loans and use derivatives instruments to minimize the risks of variable interest rate fluctuations.
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 | 3,576,657 | 4,470,822 | 5,364,985 | 2,682,494 | 1,788,328 | |||||
| Marketable securities | 352,503 | 440,663 | 528,754 | 264,412 | 176,251 | |||||
| Restricted cash | 30,755 | 38,444 | 46,133 | 23,066 | 15,378 | |||||
| Lease and concession in installments | (109,119) | (136,439) | (163,678) | (81,879) | (54,559) | |||||
| Leases liabilities | (507,078) | (523,354) | (539,617) | (490,814) | (474,517) | |||||
| Derivative financial instruments | (2,911,889) | (3,451,774) | (4,243,945) | (1,489,407) | (481,098) | |||||
| Loans, borrowings and debentures | (4,138,321) | (4,991,523) | (5,964,416) | (3,095,361) | (2,132,787) | |||||
| Other financial liabilities | (136,118) | (170,147) | (204,177) | (102,088) | (68,059) | |||||
| Put option liability on subsidiary shares | (632,368) | (787,705) | (938,046) | (487,023) | (336,682) | |||||
| Liability from financing secured by shares | (447,736) | (555,305) | (660,524) | (344,867) | (239,649) | |||||
| Impacts on profit or loss before taxes | (4,922,714) | (5,666,318) | (6,774,531) | (3,121,467) | (1,807,394) |
Part of the value presented in derivatives financial instruments corresponds to the Total Return Swap (TRS):
| Scenarios | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Interest rate exposure | Probable | 25% | 50% | (25%) | (50%) | |||||
| Derivative financial instruments | (48,816) | (61,038) | (73,224) | (36,630) | (24,408) | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
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 | 13.54 % | 16.93 % | 20.31 % | 10.16 % | 6.77 % | |||||
| CDI | 13.44 % | 16.80 % | 20.16 % | 10.08 % | 6.72 % | |||||
| 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 | 4.12 % | 5.15 % | 6.18 % | 3.09 % | 2.06 % | |||||
| IGPM | 3.81 % | 4.76 % | 5.71 % | 2.86 % | 1.90 % | |||||
| Fed Funds | 3.00 % | 3.75 % | 4.50 % | 2.25 % | 1.50 % | |||||
| SOFR | 2.74 % | 3.43 % | 4.12 % | 2.06 % | 1.37 % | |||||
| CPI | 2.60 % | 3.25 % | 3.90 % | 1.95 % | 1.30 % |
Price risk
• Natural Gas
| Scenarios | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Instrument | Risk factor | Exposure | 25% | 50% | (25%) | (50%) | ||||||
| Commodity derivative | Price Change in US / bbl | 8,610 | 1,042 | 2,084 | (1,042) | (2,084) |
All values are in US Dollars.
• Options
The Company uses derivatives financial instruments, called options, to limit its exposure to variations in the value of Vale's shares, which are the subject of the call option. The methodology employed, and widely accepted, to calculate the fair value of the options is based on the Black & Scholes pricing model. The values calculated in the sensitivity analysis of the aforementioned structure reflect the impacts of the intrinsic values of the options, according to the appreciation or depreciation of the shares. The Company settled the call spread on January 8 and 9, 2026.
| Scenarios | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Instrument | Interest | Probable | 25% | 50% | (25%) | (50%) | ||||||
| VALE3 (Call Spread) | 1.34 % | 119,314 | 263,316 | 453,659 | (12,028) | (36,900) | ||||||
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Call Option (“Call”)
The Company holds a purchase option that grants it the right to repurchase all of Cosan Nove 's preferred shares, which may be exercised starting in the third year after the signing of the respective agreements, in December 2022.
As of December 31, 2025, the call option was underpriced.
Contingent put option
In the shareholders' agreement entered, in December 2022, into between the Company and Itaú bank, regarding the issuance of preferred shares by Cosan Nove, it was defined that financial institutions hold a contingent put option, exercisable only when specific material adverse effects foreseen in the contract occur. These effects are under the Company's control and, therefore, do not constitute a financial obligation.
The option exercise price is calculated basis on the initial investment value, adjusted by a rate of CDI + spread, less dividends received by the non-controlling shareholder during that period. As of December 31, 2025, the exercise price of this option is R$ 2,488,636.
• Total Return Swap (TRS)
The treasury share repurchase plan exposes the Company to risks resulting from changes in the market price of Cosan’s shares (ticker CSAN3). To mitigate these exposures, the Company has entered into TRS (Transfer of Share Price) transactions relating to 80,085,312 CSAN3 shares. On the active side, the Company receives the variation in the share price and the distributed dividends, and on the passive side, it pays CDI (Interbank Deposit Certificate) + spread.
Sensitivity analysis considers the closing price of the shares, as shown below:
| Scenarios | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Instrument | Probable | 25% | 50% | (25%) | (50%) | |||||
| TRS CSAN3 | (377,969) | 106,527 | 212,253 | (105,726) | (212,253) | |||||
| Value of the share (CSAN3) | 5.32 | 5.32 | 7.98 | 3.99 | 2.66 | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
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:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Cash and cash equivalents | 27,243,683 | 16,903,542 | |
| Trade receivables | 3,669,163 | 3,995,734 | |
| Marketable securities | 2,685,417 | 3,386,301 | |
| Restricted cash | 228,768 | 174,303 | |
| Financial guarantees | 2,620,840 | 2,761,254 | |
| Derivative financial instruments | 2,267,108 | 3,799,328 | |
| Receivables from related parties | 219,897 | 399,889 | |
| Receivable dividends and interest on equity | 35,410 | 153,548 | |
| Other financial assets | 5,805 | 4,495 | |
| Total | 38,976,091 | 31,578,394 |
The Company is exposed to risks related to its cash management activities and temporary investments.
Liquid assets are primarily invested in government bonds and other bank investments. Credit risk for balances with banks and financial institutions is managed by the treasury department, in accordance with Company policy.
The Company and its subsidiaries adopt structured credit risk assessment policies for the execution of lease agreements and for installment sales of investment properties.
In lease transactions, the analysis includes an evaluation of the economic and financial capacity of potential lessees, based on liquidity, leverage, and cash flow indicators, as well as registry checks and market references. The portfolio is composed primarily of large companies with recognized solidity in the agribusiness sector, under medium- and long-term contracts (ranging from 3 to 30 years), which has historically resulted in a low incidence of losses.
In installment sales, risk is mitigated through credit assessments conducted by a specialized firm, complemented by internal analysis. Possession is granted only after receipt of the initial payment, and transfer of ownership is effected exclusively upon full settlement of the purchase price, substantially reducing exposure to default.
Investments of surplus funds are made only with approved counterparties and within the credit limits assigned to each. Counterparty credit limits are reviewed annually and may be updated throughout the year. The limits are set to minimize risk concentration and, consequently, mitigate financial loss resulting from counterparty failure to make payments.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
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:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| AAA | 23,289,686 | 22,706,407 | |
| AA | 9,037,928 | 803,935 | |
| A | — | 571,942 | |
| Not rated | 97,362 | 181,190 | |
| Total | 32,424,976 | 24,263,474 |
c) Liquidity risk
The Company's approach to managing liquidity consists of ensuring, whenever possible, sufficient liquidity to meet its liabilities as they become due, under normal and stress conditions, without incurring unacceptable losses or compromising the Company's reputation.
The Company's financial liabilities, classified by maturity dates (basis on contracted undiscounted cash flows), are as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Up to 1 year | From 1 to 2 years | From 2 to 5 years | Over 5 years | Total | Total | ||||||
| Loans, borrowings and debentures | (7,374,410) | (9,748,954) | (43,246,192) | (58,220,334) | (118,589,890) | (64,570,345) | |||||
| Trade payables | (4,078,511) | (18,991) | — | — | (4,097,502) | (10,670,813) | |||||
| Other financial liabilities | (1,096,884) | — | — | — | (1,096,884) | (770,103) | |||||
| Installment of tax debts | (14,977) | (10,428) | (1,995) | (228,318) | (255,718) | (454,885) | |||||
| Leases | (1,099,642) | (1,078,819) | (1,292,243) | (20,529,560) | (24,000,264) | (20,948,336) | |||||
| Lease and concession in installments | (233,582) | (229,938) | (454,126) | (188,480) | (1,106,126) | (1,281,108) | |||||
| Payables to related parties | (320,916) | (1,166) | — | — | (322,082) | (416,410) | |||||
| Dividends payable | (226,484) | — | — | — | (226,484) | (96,722) | |||||
| Consideration payable | (9,629) | (9,629) | (31,089) | (104,964) | (155,311) | (185,622) | |||||
| Derivative financial instruments | (3,019,375) | (1,221,626) | (979,747) | 13,021,596 | 7,800,848 | 6,528,439 | |||||
| Sectorial financial liabilities (i) | (96,719) | — | — | — | (96,719) | (64,718) | |||||
| Put option liability on subsidiary shares | — | — | — | (4,000,000) | (4,000,000) | — | |||||
| Liability from financing secured by shares | — | (3,225,338) | — | — | (3,225,338) | — | |||||
| (17,571,129) | (15,544,889) | (46,005,392) | (70,250,060) | (149,371,470) | (92,930,623) | ||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
(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.
d) Capital management risk
The Company manages its capital structure, adjusting it in accordance with changes in economic conditions and the requirements of financial covenants. To maintain or adjust this structure, the Company may modify dividend payments to shareholders, reduce share capital, or issue new shares. The Company monitors capital primarily through debt service coverage ratios, as well as leverage, calculated as the ratio of net debt to EBITDA.
The Company's policy is to maintain a solid capital basis to foster the confidence of its parent companies, creditors, and the market, and to ensure the future development of the business.
To achieve this overall objective, the Group's capital management seeks, among other aspects, to ensure compliance with the financial commitments associated with loans and borrowings that define the capital structure requirements.
5.13 Put option liability on subsidiary shares
| Accounting policy:<br><br><br>The Company recognizes as a financial liability any contractual, legal, or statutory obligations to repurchase equity interests in subsidiaries when it does not hold an unconditional right to avoid the outflow of economic resources for settlement. Such obligations typically arise from put option clauses, which grant minority shareholders the right to require the repurchase of their shares.<br><br><br>When the repurchase obligation is due on a specific or determinable date and its value can be measured basis on objective criteria, the Company classifies it entirely as a liability — current or non-current depending on the maturity date.<br><br><br>For presentation purposes, repurchase obligations are classified as current liabilities when maturity occurs within twelve months of the balance sheet date, and as non-current liabilities in all other cases. Under no circumstances is offsetting (set-off) between the repurchase obligation and the investment held in the subsidiary permitted.<br><br><br>Financial liabilities are measured at amortized cost. This calculation considers the outstanding balance of the initial contribution, updated using financial ratios, less dividends paid, also updated. | ||
|---|---|---|
| December 31, 2025 | ||
| --- | --- | --- |
| Balance as of January 1, 2025 | — | |
| Addition | 4,000,000 | |
| Cost of raising capital | (157,684) | |
| Interest rate update | 2,332 | |
| Balance as of December 31, 2025 (Note 2.1.10) | 3,844,648 | |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Other tax receivable
| Accounting policy:<br><br><br>Tax assets are measured at cost and primarily consist of (i) tax effects that are recognized when the asset is sold to a third party or recovered through amortization over the remaining economic life of the asset; and (ii) tax receivables that are expected to be recovered as refunds from tax authorities or as a reduction for future tax liabilities. | |||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Consolidated | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| COFINS - Social security financing contribution | 3,698 | 3,699 | 613,487 | 551,156 | |||
| PIS - Social integration program | 1 | 1 | 143,765 | 114,956 | |||
| Tax credits | 35,278 | 35,177 | 35,278 | 35,177 | |||
| ICMS - State VAT | — | — | 1,496,925 | 1,105,839 | |||
| ICMS - State VAT CIAP | — | — | 377,743 | 289,615 | |||
| Other | 1,579 | 1,664 | 171,513 | 123,946 | |||
| 40,556 | 40,541 | 2,838,711 | 2,220,689 | ||||
| Current | 5,278 | 5,364 | 1,022,881 | 886,136 | |||
| Non-current | 35,278 | 35,177 | 1,815,830 | 1,334,553 | |||
| Total | 40,556 | 40,541 | 2,838,711 | 2,220,689 |
7 Inventories
| Accounting policy:<br><br><br>Inventories are measured at the lower of cost and net realizable value, understood as the estimated selling price in the ordinary course of business, less estimated costs of completion and costs necessary to make the sale.<br><br><br>The cost of finished and work-in-progress goods comprises direct materials, direct labor, and an appropriate proportion of variable and fixed indirect manufacturing costs. Fixed indirect costs are allocated basis on the normal operating capacity of the manufacturing facility.<br><br><br>Costs are allocated to inventory items using the average cost method.<br><br><br>When the net realizable value of certain inventory items is lower than their cost, the inventory is directly written down to its net realizable value, with the immediate recognition of the loss in the income statement for the period. This adjustment encompasses risks associated with obsolescence, physical deterioration, or other factors that may impair the economic realization of the inventory. Write-down losses to net realizable value may be reversed in subsequent fiscal years should the conditions that originally caused them cease to exist. | ||||
|---|---|---|---|---|
| Consolidated | ||||
| --- | --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | |||
| Finished products | 1,511,903 | 1,664,235 | ||
| Parts and accessories | 191,238 | 207,794 | ||
| Construction Materials | 202,175 | 193,450 | ||
| Warehouse and others | 63,942 | 7,426 | ||
| Total | 1,969,258 | 2,072,905 |
The balances are presented net of the provision for obsolete inventory in the amount of R$ 35,552 as of December 31, 2025 (R$ 38,449 as of December 31, 2024).
| 85 |
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Assets and liabilities held for sale
| Accounting policy:<br><br><br>The Company classifies non-current assets (mainly agricultural investment properties, from the Cosan Investimentos segment) and disposal groups as held for sale if their carrying values are recovered mainly through a sale transaction and not through continuous use. Non-current assets and disposal groups classified as held for sale (except investment properties measured at fair value) are measured at the lower of carrying value and fair value less costs to sell. Selling costs are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance expenses and income tax expenses.<br><br><br>The criteria for classifying held for sale are considered met only when the sale is highly probable and the asset or group for disposal is available for immediate sale in its current condition. The actions required to complete the sale must indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the asset sale plan and the sale is expected to be completed within one year of the classification date.<br><br><br>Assets and liabilities classified as held for sale are presented separately in the financial position. |
|---|
a) Breakdown and changes of assets held for sale:
| • | Changes of assets held for sale | ||||
|---|---|---|---|---|---|
| Parent Company | |||||
| --- | --- | --- | --- | --- | --- |
| Receivables from related parties | Investment in subsidiaries and associates | Total | |||
| Balance as of January 1, 2024 | 2,998 | — | 2,998 | ||
| Additions | 3,138 | — | 3,138 | ||
| Write-offs | (5,172) | — | (5,172) | ||
| Transfer | — | 795,247 | 795,247 | ||
| Balance as of December 31, 2024 | 964 | 795,247 | 796,211 | ||
| Additions | 8,302 | — | 8,302 | ||
| Write-offs | (6,899) | — | (6,899) | ||
| Impairment (i) | — | (265,880) | (265,880) | ||
| Balance as of December 31, 2025 | 2,367 | 529,367 | 531,734 | ||
| Consolidated | |||||
| --- | --- | --- | --- | --- | --- |
| Properties held for sale | Other assets held for sale | Total | |||
| Balance as of January 1, 2024 | 342,392 | 1,795,773 | 2,138,165 | ||
| Additions | 280 | 60,792 | 61,072 | ||
| Transfers | 437,080 | 745 | 437,825 | ||
| Sale of agricultural properties intended for sale | (746,774) | — | (746,774) | ||
| Investment sale | — | (911,500) | (911,500) | ||
| Balance as of December 31, 2024 | 32,978 | 945,810 | 978,788 | ||
| Transfers (ii) | 50,403 | (28,927) | 21,476 | ||
| Sale of agricultural properties intended for sale | (82,216) | — | (82,216) | ||
| Impairment (i) | — | (265,880) | (265,880) | ||
| Balance as of December 31, 2025 | 1,165 | 651,003 | 652,168 | ||
| (i) | Due to a reduction in the estimated fair value , the Company recognized, in the fiscal year ended December 31, 2025, an impairment loss in the measurement of the asset held for sale, in the amount of R$ 265,880 at TUP Porto São Luís SA, recorded in the profit or loss for the year. | ||||
| --- | --- | ||||
| (ii) | Transfers totaling R$ 50.403 were made from the investment property group. | ||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Breakdown of assets held for sale
| Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|
| TUP Porto São Luis S.A | Radar | Compass | Total | |||||
| Cash and cash equivalents | 48,231 | — | — | 48,231 | ||||
| Other current tax receivable | 3,030 | — | — | 3,030 | ||||
| Property, plant and equipment | 395,757 | — | — | 395,757 | ||||
| Intangible assets and goodwill | 437,965 | — | 31,865 | 469,830 | ||||
| Impairment | (265,880) | — | — | (265,880) | ||||
| Other assets | 35 | — | — | 35 | ||||
| Properties held for sale | — | 1,165 | — | 1,165 | ||||
| Total | 619,138 | 1,165 | 31,865 | 652,168 |
c) Breakdown of liabilities held for sale:
| Consolidated | ||
|---|---|---|
| TUP Porto São Luis S.A | ||
| Trade payable | 17,248 | |
| Employee benefits payables | 1,828 | |
| Other liabilities | 456 | |
| Deferred tax liabilities | 66,606 | |
| Total | 86,138 | |
| 87 | ||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Investment in subsidiaries and associates
9.1 Investments in subsidiaries
| Accounting policy:<br><br><br>(i) Subsidiaries:<br><br><br>The Company controls an entity when it is exposed to, or has a right over, variable returns arising from its involvement with the entity and has the ability to affect those returns through the exercise of its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the Company obtains control until the date on which control is discontinued.<br><br><br>The Company assesses whether it retains control over an investee if facts and circumstances indicate that there have been changes in one or more of the three elements of control mentioned above.<br><br><br>When the Company does not hold a majority of the voting rights in an investee, it retains control over the investee when the voting rights are sufficient to enable it, in practice, to unilaterally direct the relevant activities of the investee. In assessing whether the Company's voting rights in an investee are sufficient to give it control, the Company considers all relevant facts and circumstances, including: |
|---|
| •The size of the Company's holding of voting rights in relation to the size and dispersion of the holdings of other holders of voting rights;<br><br><br>•Potential voting rights held by the Company, by other holders of voting rights or by other parties;<br><br><br>•Rights arising from other contractual agreements; and<br><br><br>•Any additional facts and circumstances that indicate that the Company has, or does not have, the ability to direct the relevant activities when decisions need to be made, including voting at meetings.<br><br><br>When necessary, the financial statements of subsidiaries are adjusted to bring their accounting policies into line with the Company's accounting policies.<br><br><br>All intra-group transactions, balances, income, expenses and cash flows are eliminated in the consolidated financial statements. |
| Changes in interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their respective ownership interests in the subsidiaries. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the Company’s owners.<br><br><br>When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between: (i) the sum of the fair value of the consideration received and the fair value of any interest retained in the former subsidiary and (ii) the previous book value of the assets (including goodwill) and liabilities of the subsidiary and the non-controlling interest. Any amounts previously recognized in “Other comprehensive income” related to the subsidiary are treated as if the Company had directly disposed of the related assets and liabilities of the subsidiary (i.e. they are reclassified to profit or loss or transferred to another equity account). The fair value of any investment held in the former subsidiary on the date control is lost is considered as the fair value on initial recognition for subsequent accounting purposes, when applicable, or as the cost on initial recognition of an investment in an associate or joint venture. |
| An equity instrument, initially recognized as a financial asset measured at fair value through profit or loss (FVTPL) or at fair value through other comprehensive income (FVOCI), may subsequently be accounted for under the equity method when:<br><br><br>• The investor acquires an additional interest that grants significant influence over an associate or joint control over a joint venture; or<br><br><br>• A change in circumstances occurs that results in obtaining significant influence or joint control, even without acquiring an additional interest (e.g., a change in the shareholders’ agreement that alters decision-making power).<br><br><br>In such situations, the financial asset is derecognized and the investment is recognized at the cost of the instrument on the date of reclassification, plus any directly attributable transaction costs. When an instrument previously classified as FVOCI is reclassified to the equity method, the cumulative gains or losses in other comprehensive income are reclassified directly to equity, without being recycled through profit or loss.<br><br><br>In the Parent Company's individual financial statements, the financial information of subsidiaries is accounted for using the equity method. |
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (ii) Associates:<br><br><br>Associates are entities over which the Company has significant influence, but not control or joint control, over their financial and operating policies.<br><br><br>Significant influence is the power to participate in the financial and operating policy decisions of an investee, but without having individual or joint control over those policies. If the investor holds, directly or indirectly, less than twenty percent of the investee’s voting power, it is presumed that the investor does not have significant influence, unless such influence can be clearly demonstrated.<br><br><br>For investments with an interest of less than twenty percent, the Company performs the appropriate assessments to determine whether it has significant influence. |
|---|
| Intercompany balances and transactions, and any unrealized income or expenses arising from intercompany transactions, are eliminated in the preparation of the consolidated financial statements.<br><br><br>Under the equity method, the Company’s share of the profit or loss for the period of associates is recognized in the statement of profit or loss, within “Share of profit (loss) of associates.” Unrealized gains and losses resulting from transactions between the Company and its investees are eliminated based on the Company’s ownership interest in those investees. Other comprehensive income of subsidiaries, associates, and joint ventures is recognized directly in the Company’s equity, within “Other comprehensive income''. |
| Investments in which the Company has significant influence are measured using the equity method and, when applicable, are reduced by any provision for impairment losses.<br><br><br>Unrealized gains arising from transactions with investments accounted for using the equity method are eliminated against the carrying amount of the investment to the extent of the Company’s interest in the investee. Unrealized losses are similarly eliminated, but only to the extent that there is no evidence of impairment. |
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company's subsidiaries are listed below:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Direct and indirect participation in subsidiaries, excluding treasury shares | |||
| Corporate | |||
| Cosan Corretora de Seguros Ltda | 100.00% | 100.00% | |
| Cosan Nove Participações S.A. | 87.27% | 73.09% | |
| Cosan Luxembourg S.A. (i) | 100.00% | 100.00% | |
| Cosan Overseas Limited | 100.00% | 100.00% | |
| Pasadena Empreendimentos e Participações S.A. | 100.00% | 100.00% | |
| Cosan Limited Partners Brasil Consultoria Ltda. | 98.13% | 98.13% | |
| Barrapar Participações Ltda. | 100.00% | 100.00% | |
| Aldwych Temple | 100.00% | 100.00% | |
| Cosan Global Limited | 100.00% | 100.00% | |
| Cosan Dez Participações S.A. | 100.00% | 76.80% | |
| FIP Celeste (ii) | 100.00% | — | |
| Radar | |||
| Radar Propriedades Agrícolas S.A. (iii) | 50.00% | 50.00% | |
| Radar II Propriedades Agrícolas S.A. (iii) | 50.00% | 50.00% | |
| Nova Agrícola Ponte Alta S.A. (iii) | 50.00% | 50.00% | |
| Nova Amaralina S.A Propriedades Agrícolas (iii) | 50.00% | 50.00% | |
| Nova Santa Bárbara Agrícola S.A. (iii) | 50.00% | 50.00% | |
| Terras da Ponta Alta S.A. (iii) | 50.00% | 50.00% | |
| Castanheira Propriedades Agrícolas S.A. (iii) | 50.00% | 50.00% | |
| Manacá Propriedades Agrícolas S.A. (iii) | 50.00% | 50.00% | |
| Paineira Propriedades Agrícolas S.A. (iii) | 50.00% | 50.00% | |
| Tellus Brasil Participações S.A. (iv) | 20.00% | 20.00% | |
| Janus Brasil Participações S.A. (iv) | 20.00% | 20.00% | |
| Duguetiapar Empreendimentos e Participações S.A. (iv) | 20.00% | 20.00% | |
| Gamiovapar Empreendimentos e Participações S.A. (iv) | 20.00% | 20.00% | |
| Moove | |||
| Moove Lubricants Holdings | 70.00% | 70.00% | |
| Rumo | |||
| Rumo S.A. (v) | 30.31% | 30.40% | |
| (i) | As of December 31, 2025, the subsidiary Cosan Luxembourg S.A. had a negative net worth of R$ 371,031, as shown below. Notwithstanding this situation, the Company assessed the circumstances and concluded that there are no other events or conditions that, individually or collectively, raise significant doubts about Cosan Luxembourg S.A.'s ability to continue as a going concern. The subsidiary has the financial support of the Company to ensure the fulfillment of its obligations. | ||
| --- | --- | ||
| (ii) | On December 26, 2025, the members of the Company's Board of Directors approved the formation of the Classe Única do Celeter Fundo de Investimento em Participações Multiestratégia Responsabilidade Limitada (“FIP Celeste”), where it contributed shares issued by Moove Lubricants Holdings (“Moove”) representing approximately 19.9% of Moove's share capital. Thus, the Company now directly holds 50.1% of Moove 's capital and indirectly 19.9% through FIP Celeste. | ||
| (iii) | The Company is the majority shareholder, holding 50% of the share capital plus one share. | ||
| (iv) | The Company holds more than 60% of the voting shares of each entity, has decision-making power over the relevant activities of each entity, and has the right to appoint the majority of the members of the board of directors of each entity, under the terms of an agreement entered into with other shareholders of these entities. | ||
| (v) | The Company is the largest shareholder. Additionally, the Company has decision-making power over the relevant activities of this entity and has the right to appoint the majority of the members of the board of directors, in accordance with the shareholders' agreement entered into with the other shareholders of the entity. | ||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following are the investments in subsidiaries as of December 31, 2025, considered relevant to the Company:
a) Parent Company
| Shares issued by the subsidiary | Shares held by Cosan | Cosan ownership interest | Economic benefit (%) | ||||
|---|---|---|---|---|---|---|---|
| Cosan Corporate | |||||||
| Cosan Corretora de Seguros Ltda | 5,000 | 4,999 | 100.00% | 100.00% | |||
| Cosan Nove Participações S.A. (i) | 7,663,761,736 | 6,688,357,663 | 87.27% | 66.16% | |||
| Cosan Luxembourg S.A. | 500,010 | 500,010 | 100.00% | 100.00% | |||
| Cosan Overseas Limited | 4,850,000 | 4,850,000 | 100.00% | 100.00% | |||
| Pasadena Empreendimentos e Participações S.A. | 41,731,296 | 41,731,296 | 100.00% | 100.00% | |||
| Cosan Limited Partners Brasil Consultoria Ltda | 160,000 | 157,000 | 98.13% | 98.13% | |||
| Cosan Global Limited | 1,300 | 1,300 | 100.00% | 100.00% | |||
| Cosan Dez Participações S.A. (ii) | 3,504,134,255 | 3,154,421,657 | 77.00% | 100.00% | |||
| FIP Celeste | 1,623,505,618 | 1,623,505,618 | 100.00% | 100.00% | |||
| Radar | |||||||
| Radar Propriedades Agrícolas S.A. | 737,500 | 305,694 | 41.45% | 41.45% | |||
| Radar II Propriedades Agrícolas S.A. | 81,440,221 | 40,720,111 | 50.00% | 50.00% | |||
| Nova Agrícola Ponte Alta S.A. | 160,693,378 | 66,607,405 | 41.45% | 41.45% | |||
| Nova Amaralina S.A Propriedades Agrícolas | 30,603,159 | 12,685,010 | 41.45% | 41.45% | |||
| Nova Santa Bárbara Agrícola S.A. | 14,360,726 | 5,952,521 | 41.00% | 41.45% | |||
| Terras da Ponte Alta S.A. | 16,066,329 | 6,659,494 | 41.45% | 41.45% | |||
| Castanheira Propriedades Agrícolas S.A. | 83,850,938 | 34,756,214 | 41.45% | 41.45% | |||
| Manacá Propriedades Agrícolas S.A. | 126,200,853 | 52,310,254 | 41.45% | 41.45% | |||
| Paineira Propriedade Agrícolas S.A. | 132,667,061 | 54,990,497 | 41.45% | 41.45% | |||
| Tellus Brasil Participações S.A. ^(iii)^ | 106,907,867 | 64,243,260 | 60.09% | 19.57% | |||
| Janus Brasil Participações S.A. ^(iii)^ | 286,370,051 | 173,464,883 | 60.57% | 19.57% | |||
| Duguetiapar Empreendimentos e Participações S.A. ^(iii)^ | 35,988 | 21,732 | 60.39% | 19.57% | |||
| Gamiovapar Empreendimentos e Participações S.A. ^(iii)^ | 12,132,621 | 7,346,670 | 60.55% | 19.57% | |||
| Moove | |||||||
| Moove Lubricants Holdings | 34,963,764 | 17,516,846 | 50.10% | 50.10% | |||
| Rumo | |||||||
| Rumo S.A. | 1,858,828,617 | 562,529,490 | 30.31% | 30.31% | |||
| (i) | Participation related to economic benefit differs from equity participation solely in relation to the distribution of dividends. | ||||||
| --- | --- | ||||||
| (ii) | The Company recognizes 23% of the minority shareholders' interest as a financial liability, basis on the share purchase and sale agreements as of December 31, 2025. | ||||||
| (iii) | The interest related to the economic benefit differs from the equity ownership due to a shareholder agreement entered into between the parties. | ||||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Balance as of January 1, 2025 | Interest in earnings of investees | Capital increase (reduction) | Transactions with shareholders | Other comprehensive income | Declared dividends | Purchase of shareholding | Incorporation/<br>formation of a subsidiary | Other | Balance as of December 31, 2025 | Dividends receivable ^(i)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cosan Corporate | |||||||||||||||||||||
| Cosan Corretora de Seguros Ltda. | 3,333 | 3,459 | — | — | — | — | — | — | — | 6,792 | — | ||||||||||
| Cosan Nove Participações S.A. (ii) | 7,153,309 | (6,386,167) | 331,000 | (3,455,270) | 266,635 | — | 2,169,000 | — | (72,016) | 6,491 | — | ||||||||||
| Cosan Dez Participações S.A. | 3,366,248 | 610,670 | 153,592 | (2,655,146) | 23,700 | — | 3,577,760 | — | (35,639) | 5,041,185 | 11,717 | ||||||||||
| Pasadena Empreendimentos e Participações S.A. | (251) | (286) | 250 | — | — | — | — | — | 287 | — | — | ||||||||||
| Cosan Oito S.A. | 9,601,259 | — | — | — | 18,322 | — | — | (9,619,581) | — | — | — | ||||||||||
| Cosan Global | 129,764 | (29,745) | 2,892 | — | — | — | — | — | 146 | 103,057 | — | ||||||||||
| Fundo Celeste de Investimento | — | — | 10,000 | — | — | — | — | 480,295 | — | 490,295 | — | ||||||||||
| Outros | 31,631 | 1,695 | (6,498) | — | (2,037) | (3) | — | — | 8 | 24,796 | — | ||||||||||
| Radar | |||||||||||||||||||||
| Radar II Propriedades Agrícolas S.A. | 1,241,246 | 89,026 | (1,536) | — | — | (36,977) | — | — | — | 1,291,759 | — | ||||||||||
| Radar Propriedades Agrícolas S.A. | 266,250 | 319 | — | — | — | (20,387) | — | — | — | 246,182 | — | ||||||||||
| Nova Agrícola Ponte Alta S.A. | 455,407 | 80,132 | — | — | — | (20,033) | — | — | — | 515,506 | 10,085 | ||||||||||
| Nova Santa Bárbara Agrícola S.A. | 35,942 | 1,738 | (7,451) | — | — | (17,110) | — | — | — | 13,119 | — | ||||||||||
| Nova Amaralina S.A. Propriedades Agrícolas | 229,289 | 44,611 | — | — | — | (11,019) | — | — | — | 262,881 | 3,494 | ||||||||||
| Terras da Ponte Alta S.A. | 98,121 | 6,976 | — | — | — | (5,599) | — | — | — | 99,498 | — | ||||||||||
| Paineira Propriedades Agrícolas S.A. | 231,839 | 18,995 | — | — | — | (7,150) | — | — | — | 243,684 | — | ||||||||||
| Manacá Propriedades Agrícolas S.A. | 226,538 | 19,225 | — | — | — | (6,528) | — | — | — | 239,235 | — | ||||||||||
| Castanheira Propriedades Agrícolas S.A. | 325,220 | 16,336 | — | — | — | (7,047) | — | — | — | 334,509 | — | ||||||||||
| Tellus Brasil Participações S.A. | 767,096 | 66,374 | — | — | — | (20,595) | — | — | — | 812,875 | — | ||||||||||
| Janus Brasil Participações S.A. | 1,198,363 | 145,278 | — | — | — | (57,191) | — | — | — | 1,286,450 | — | ||||||||||
| Duguetiapar Empreendimentos e Participações S.A. | 735 | 51 | (548) | — | — | (41) | — | — | — | 197 | 43 | ||||||||||
| Gamiovapar Empreendimentos e Participações S.A. | 143,697 | 6,711 | — | — | — | (2,955) | — | — | — | 147,453 | — | ||||||||||
| Moove | |||||||||||||||||||||
| Moove Lubricants Holdings | 1,325,556 | 390,664 | — | — | (24,183) | — | — | (480,295) | — | 1,211,742 | — | ||||||||||
| Outros | 460 | (24) | — | — | (19) | 194 | — | — | (469) | 142 | — | ||||||||||
| Rumo | |||||||||||||||||||||
| Rumo S.A. | 4,477,644 | 257,071 | — | (13,789) | (20,225) | (516,874) | — | — | 12,183 | 4,196,010 | 60,981 | ||||||||||
| Total investment in subsidiaries | 31,308,696 | (4,656,891) | 481,701 | (6,124,205) | 262,193 | (729,315) | 5,746,760 | (9,619,581) | (95,500) | 16,573,858 | 86,320 | ||||||||||
| Corporativo | |||||||||||||||||||||
| Pasadena Empreendimentos e Participações S.A. | — | — | — | — | — | — | — | — | (287) | (287) | — | ||||||||||
| Cosan Luxembourg S.A. | (263,722) | (107,309) | — | — | — | — | — | — | — | (371,031) | — | ||||||||||
| Total provision for uncovered liability of subsidiary | (263,722) | (107,309) | — | — | — | — | — | — | (287) | (371,318) | — | ||||||||||
| Total | 31,044,974 | (4,764,200) | 481,701 | (6,124,205) | 262,193 | (729,315) | 5,746,760 | (9,619,581) | (95,787) | 16,202,540 | 86,320 | ||||||||||
| (i) | Dividends receivable by Cosan S.A. from its subsidiaries. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (ii) | The balance of Transactions with shareholders comprises the loss on the repurchase of an ownership interest, in the amount of R$ 975,073, as disclosed in Note 2.1.6, and the effects of the preferred share agreement, totaling R$ 2,480,197. | ||||||||||||||||||||
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Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Balance as of January 1, 2024 | Interest in earnings of investees | Operation discontinued | Change in ownership interest in a subsidiary | Other comprehensive income | Declared dividends | Capital increase (reduction) | Gain from capital increase in subsidiary | Other | Balance as of December 31, 2024 | Dividends receivable | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rumo | |||||||||||||||||||||
| Rumo S.A. | 4,766,466 | (291,668) | — | (3,482) | 1,096 | — | — | — | 5,232 | 4,477,644 | — | ||||||||||
| Cosan Corporate | |||||||||||||||||||||
| Cosan Corretora de Seguros Ltda. | 1,257 | 2,076 | — | — | — | — | — | — | — | 3,333 | — | ||||||||||
| Cosan Nove Participações S.A. | 7,810,778 | (713,895) | — | — | 70,053 | (127,080) | 92,879 | — | 20,574 | 7,153,309 | — | ||||||||||
| Cosan Dez Participações S.A. | 5,179,164 | 1,094,942 | 185,087 | — | (113,713) | (1,667,187) | (1,397,714) | 85,669 | — | 3,366,248 | 11,717 | ||||||||||
| Pasadena Empreendimentos e Participações S.A. | 1,452 | (1,703) | — | — | — | — | — | — | — | (251) | — | ||||||||||
| Cosan Limited Partners Brasil Consultoria Ltda | 278 | (60) | — | — | — | — | — | — | — | 218 | — | ||||||||||
| Cosan OIto S.A. | 10,376,283 | (3,630,024) | — | — | 128,299 | (546,000) | 3,340,000 | — | (67,299) | 9,601,259 | — | ||||||||||
| Atlântico Participações Ltda | 902,421 | (84) | — | — | — | — | — | — | (902,337) | — | — | ||||||||||
| Cosan Global | 119,355 | 10,409 | — | — | — | — | — | — | — | 129,764 | — | ||||||||||
| Other | 25,112 | 2,705 | — | — | 3,596 | — | — | — | — | 31,413 | — | ||||||||||
| Radar | |||||||||||||||||||||
| Radar II Propriedades Agrícolas S.A. | 1,153,530 | 113,818 | — | — | — | (25,518) | (584) | — | — | 1,241,246 | — | ||||||||||
| Radar Propriedades Agrícolas S.A. | 215,346 | 67,872 | — | — | — | (16,968) | — | — | — | 266,250 | — | ||||||||||
| Nova Agrícola Ponte Alta S.A. | 441,821 | 21,574 | — | — | — | (7,988) | — | — | — | 455,407 | — | ||||||||||
| Nova Santa Bárbara Agrícola S.A. | 27,948 | 8,239 | — | — | — | (245) | — | — | — | 35,942 | 1,958 | ||||||||||
| Nova Amaralina S.A. Propriedades Agrícolas | 220,184 | 12,140 | — | — | — | (3,035) | — | — | — | 229,289 | 134 | ||||||||||
| Terras da Ponte Alta S.A. | 92,122 | (4,238) | — | — | — | 10,237 | — | — | — | 98,121 | — | ||||||||||
| Paineira Propriedades Agrícolas S.A. | 210,735 | 24,339 | — | — | — | (3,235) | — | — | — | 231,839 | — | ||||||||||
| Manacá Propriedades Agrícolas S.A. | 209,644 | 23,397 | — | — | — | (6,503) | — | — | — | 226,538 | — | ||||||||||
| Castanheira Propriedades Agrícolas S.A. | 331,453 | (4,050) | — | — | — | (2,183) | — | — | — | 325,220 | — | ||||||||||
| Tellus Brasil Participações S.A. | 774,837 | 88,508 | — | — | — | (77,864) | (18,385) | — | — | 767,096 | 5 | ||||||||||
| Janus Brasil Participações S.A. | 1,122,692 | 126,164 | — | — | — | (50,493) | — | — | — | 1,198,363 | 2 | ||||||||||
| Duguetiapar Empreendimentos e Participações S.A. | 17,721 | 1,946 | — | — | — | (14,715) | (4,217) | — | — | 735 | — | ||||||||||
| Gamiovapar Empreendimentos e Participações S.A. | 114,336 | 31,710 | — | — | — | (2,349) | — | — | — | 143,697 | 1 | ||||||||||
| Moove | |||||||||||||||||||||
| Moove Lubricants Holdings | 1,626,216 | 275,821 | — | — | 60,733 | (630,000) | — | — | (7,214) | 1,325,556 | 368 | ||||||||||
| Other | 627 | 38 | — | — | (205) | — | — | — | — | 460 | — | ||||||||||
| Total investment in subsidiaries | 35,741,778 | (2,740,024) | 185,087 | (3,482) | 149,859 | (3,171,126) | 2,011,979 | 85,669 | (951,044) | 31,308,696 | 14,185 | ||||||||||
| Cosan Corporate | |||||||||||||||||||||
| Cosan Luxembourg S.A. | (146,276) | (220,644) | — | — | — | 103,198 | — | — | (263,722) | — | |||||||||||
| Total provision for uncovered liability of subsidiary | (146,276) | (220,644) | — | — | — | — | 103,198 | — | — | (263,722) | — | ||||||||||
| Total | 35,595,502 | (2,960,668) | 185,087 | (3,482) | 149,859 | (3,171,126) | 2,115,177 | 85,669 | (951,044) | 31,044,974 | 14,185 | ||||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Financial information of subsidiaries:
| Balance as of December 31, 2025 | Balance as of December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Shareholders’ equity and uncovered liabilities | Net income of the year | Assets | Liabilities | Shareholders’ equity and uncovered liabilities | Net income of the year | ||||||||
| Rumo | |||||||||||||||
| Rumo S.A. | 53,783,093 | (39,734,652) | 14,048,441 | 865,124 | 50,593,026 | (35,657,871) | 14,935,155 | (949,241) | |||||||
| Corporate | |||||||||||||||
| Cosan Corretora de Seguros Ltda | 7,136 | (343) | 6,793 | 3,460 | 3,340 | (6) | 3,334 | 2,077 | |||||||
| Cosan Nove Participações S.A. | 7,464 | (20) | 7,444 | (9,652,610) | 9,357,768 | (40,018) | 9,317,750 | (1,079,044) | |||||||
| Cosan Dez Participações S.A. | 33,360,100 | (25,569,501) | 7,790,599 | 1,464,179 | 34,288,919 | (27,301,766) | 6,987,153 | 1,899,890 | |||||||
| Pasadena Empreendimentos e Participações S.A. | 393 | (680) | (287) | (286) | 493 | (744) | (251) | (1,703) | |||||||
| Cosan Limited Partners Brasil Consultoria Ltda | 163 | — | 163 | (61) | 270 | (46) | 224 | (63) | |||||||
| Cosan Luxembourg S.A. | 5,555,469 | (5,926,500) | (371,031) | (107,310) | 13,936,969 | (14,200,691) | (263,722) | (220,644) | |||||||
| Cosan Oito S.A. | — | — | — | — | 9,601,314 | (49) | 9,601,265 | (3,630,024) | |||||||
| Cosan Global | 103,059 | — | 103,059 | (29,661) | 129,764 | — | 129,764 | 10,409 | |||||||
| FIP Celeste | 1,623,521 | (24) | 1,623,497 | (7) | — | — | — | — | |||||||
| Radar | |||||||||||||||
| Radar II Propriedades Agrícolas S.A. | 2,647,431 | (87,489) | 2,559,942 | 168,511 | 2,538,744 | (77,782) | 2,460,962 | 216,787 | |||||||
| Radar Propriedades Agrícolas S.A. | 621,124 | (27,202) | 593,922 | 769 | 672,546 | (30,208) | 642,338 | 163,743 | |||||||
| Nova Agrícola Ponte Alta S.A. | 1,313,951 | (70,270) | 1,243,681 | 193,323 | 1,135,683 | (36,994) | 1,098,689 | 52,048 | |||||||
| Nova Santa Bárbara Agrícola S.A. | 34,867 | (3,213) | 31,654 | 4,194 | 101,749 | (15,034) | 86,715 | 19,878 | |||||||
| Nova Amaralina S.A. Propriedades Agrícolas | 681,446 | (47,234) | 634,212 | 107,625 | 586,164 | (32,993) | 553,171 | 29,287 | |||||||
| Terras da Ponte Alta S.A. | 249,023 | (8,974) | 240,049 | 16,831 | 248,938 | (12,213) | 236,725 | (10,224) | |||||||
| Paineira Propriedades Agrícolas S.A. | 609,793 | (21,896) | 587,897 | 45,826 | 578,372 | (19,051) | 559,321 | 58,717 | |||||||
| Manacá Propriedades Agrícolas S.A. | 598,736 | (21,577) | 577,159 | 46,380 | 565,305 | (18,776) | 546,529 | 56,445 | |||||||
| Castanheira Propriedades Agrícolas S.A. | 837,015 | (29,996) | 807,019 | 39,411 | 811,527 | (26,920) | 784,607 | (9,772) | |||||||
| Tellus Brasil Participações Ltda | 4,354,997 | (202,030) | 4,152,967 | 339,104 | 4,103,826 | (184,744) | 3,919,082 | 452,174 | |||||||
| Janus Brasil Participações S.A. | 7,039,221 | (466,601) | 6,572,620 | 742,242 | 6,394,239 | (271,665) | 6,122,574 | 644,711 | |||||||
| Duguetiapar Empreendimentos e Participações S.A. | 1,219 | (215) | 1,004 | 259 | 97,542 | (6,969) | 90,573 | 32,906 | |||||||
| Gamiovapar Empreendimentos e Participações S.A. | 786,294 | (32,916) | 753,378 | 34,286 | 617,029 | (32,889) | 584,140 | 24,170 | |||||||
| Moove | |||||||||||||||
| Moove Lubricants Holdings | 10,153,787 | (7,740,100) | 2,413,687 | 557,969 | 9,301,161 | (7,410,359) | 1,890,802 | 394,122 |
The following are investments in associates as of December 31, 2025, that are relevant to the Company.
| 94 |
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Consolidated
| Number of shares of the investee | Investor's shares | Investor's interest | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rumo | |||||||||||||||||
| Rhall Terminais Ltda | 28,580 | 8,574 | 30.00% | ||||||||||||||
| Termag - Terminal Marítimo de Guarujá S.A. | 500,000 | 100,000 | 20.00% | ||||||||||||||
| TGG - Terminal de Granéis do Guarujá S.A. | 500,000 | 50,000 | 10.00% | ||||||||||||||
| CLI Sul S.A. | 543,750,625 | 108,750,125 | 20.00% | ||||||||||||||
| Terminal XXXIX S.A. | 14,200,000 | 7,100,000 | 50.00% | ||||||||||||||
| Terminal Multimodal de Grãos e Fertilizantes S.A. | 111,615,803 | 55,807,902 | 50.00% | ||||||||||||||
| Compass | |||||||||||||||||
| CEG Rio S.A. | 1,995,022,625 | 746,251,086 | 37.41% | ||||||||||||||
| Companhia de Gás de Mato Grosso do Sul - Msgás | 61,610,000 | 30,188,900 | 49.00% | ||||||||||||||
| Companhia de Gás de Santa Catarina - Scgás | 10,749,497 | 4,407,293 | 41.00% | ||||||||||||||
| Balance as of January 1, 2025 | Interest in earnings of investees | Declared dividends | Reclassification to assets held for sale | Write-off related to the sale of a stake | Increase (decrease)<br><br><br>of capital | Other | Balance as of December 31, 2025 | Dividends receivable (i) | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Rumo | |||||||||||||||||
| Rhall Terminais Ltda | 7,297 | 3,289 | (3,000) | — | — | — | — | 7,586 | — | ||||||||
| Termag - Terminal Marítimo de Guarujá S.A. | 4,297 | 405 | — | — | — | — | 8 | 4,710 | — | ||||||||
| TGG - Terminal de Granéis do Guarujá S.A. | 16,423 | 6,010 | (6,700) | — | — | — | — | 15,733 | — | ||||||||
| CLI Sul S.A. | 222,791 | 4,415 | — | — | — | (26,000) | — | 201,206 | — | ||||||||
| Terminal XXXIX S.A. | — | 85,201 | (35,960) | 60,792 | — | — | — | 110,033 | — | ||||||||
| Terminal Multimodal de Grãos e Fertilizantes S.A. | 30,058 | 2,205 | (524) | — | — | 25,805 | — | 57,544 | 542 | ||||||||
| Compass | |||||||||||||||||
| Companhia de Gás de Santa Catarina - Scgás | 653,687 | 43,578 | (39,918) | — | — | — | — | 657,347 | 5,902 | ||||||||
| CEG Rio S.A. | 336,792 | 54,704 | (16,203) | — | — | — | — | 375,293 | 14,055 | ||||||||
| Companhia de Gás de Mato Grosso do Sul - Msgás | 287,476 | 18,000 | (22,926) | — | — | — | — | 282,550 | 14,007 | ||||||||
| Corporate | |||||||||||||||||
| Vale S.A. | 9,112,136 | — | — | — | (8,892,803) | — | (219,333) | — | — | ||||||||
| Other | 7,609 | 2,115 | — | — | — | — | (418) | 9,306 | — | ||||||||
| Total | 10,678,566 | 219,922 | (125,231) | 60,792 | (8,892,803) | (195) | (219,743) | 1,721,308 | 34,506 | ||||||||
| (i) | Dividends receivable by the parent companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A. | ||||||||||||||||
| --- | --- | ||||||||||||||||
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Table of Contents
Notes to the consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Balance as of January 1, 2024 | Interest in earnings of investees | Impairment loss in an associate | Declared dividends | Reclassification to assets held for sale | Write-off related to the sale of a stake | Business combinations | Capital increase | Other | Balance as of December 31, 2024 | Dividends receivable (i) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rumo | |||||||||||||||||||||
| Rhall Terminais Ltda | 6,170 | 2,335 | — | (1,208) | — | — | — | — | — | 7,297 | — | ||||||||||
| Termag - Terminal Marítimo de Guarujá S.A. | 6,018 | (1,721) | — | — | — | — | — | — | — | 4,297 | — | ||||||||||
| TGG - Terminal de Granéis do Guarujá S.A. | 15,960 | 7,463 | — | (7,000) | — | — | — | — | — | 16,423 | — | ||||||||||
| CLI Sul S.A. | 217,738 | 17,953 | (12,900) | — | — | — | 222,791 | — | |||||||||||||
| Terminal XXXIX S.A. | 66,415 | 14,247 | — | (19,870) | (60,792) | — | — | — | — | — | — | ||||||||||
| Terminal Multimodal de Grãos e Fertilizantes S.A | — | 78 | — | (20) | — | — | — | 30,000 | — | 30,058 | 17 | ||||||||||
| Compass | |||||||||||||||||||||
| Companhia Paranaense de Gás - Compagás | 403,532 | 27,656 | — | (18,209) | — | — | (413,271) | — | 292 | — | — | ||||||||||
| Companhia de Gás de Santa Catarina - Scgás | 640,332 | 46,179 | — | (32,824) | — | — | — | — | — | 653,687 | 5,495 | ||||||||||
| CEG Rio S.A. | 288,386 | 66,796 | — | (18,390) | — | — | — | — | — | 336,792 | 16,426 | ||||||||||
| Companhia de Gás de Mato Grosso do Sul - Msgás | 297,874 | 13,856 | — | (24,254) | — | — | — | — | — | 287,476 | — | ||||||||||
| Norgás S.A. | — | — | — | — | — | — | — | — | — | — | 7,425 | ||||||||||
| Corporate | |||||||||||||||||||||
| Vale S.A | 15,662,485 | 1,524,327 | (4,672,396) | (1,041,100) | — | (2,462,833) | — | — | 101,653 | 9,112,136 | 78,509 | ||||||||||
| Other | 6,459 | (138) | — | — | — | — | — | — | 1,288 | 7,609 | — | ||||||||||
| Total | 17,611,369 | 1,719,031 | (4,672,396) | (1,175,775) | (60,792) | (2,462,833) | (413,271) | 30,000 | 103,233 | 10,678,566 | 107,872 | ||||||||||
| (i) | Dividends receivable by the parent companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A. | ||||||||||||||||||||
| --- | --- |
Financial information of associates:
| Balance as of December 31, 2025 | Balance as of December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Shareholders’ equity and uncovered liabilities | Net income of the year | Assets | Liabilities | Shareholders’ equity and uncovered liabilities | Net income of the year | ||||||||
| Rumo | |||||||||||||||
| Rhall Terminais Ltda. | 38,850 | (9,584) | 29,266 | 11,108 | 26,500 | (10,150) | 16,350 | 7,987 | |||||||
| Elevações Portuárias S.A. | 2,348,302 | (1,700,137) | 648,165 | 34,087 | 2,183,550 | (1,390,465) | 793,085 | 66,042 | |||||||
| Termag - Terminal Marítimo de Guarujá S.A. | 255,599 | (232,054) | 23,545 | 1,413 | 280,950 | (259,472) | 21,478 | (13,329) | |||||||
| TGG - Terminal de Granéis do Guarujá S.A. | 221,055 | (56,784) | 164,271 | 62,033 | 233,962 | (69,789) | 164,173 | 68,477 | |||||||
| Terminal XXXIX S.A. | 523,560 | (266,495) | 257,065 | 105,416 | — | — | — | — | |||||||
| Terminal Multimodal de Grãos e Fertilizantes S.A. | 121,868 | (6,777) | 115,091 | 4,411 | 61,002 | (1,032) | 59,970 | 146 | |||||||
| Compass | |||||||||||||||
| Companhia de Gás de Santa Catarina - Scgás | 1,094,185 | (211,015) | 883,170 | 158,274 | 1,127,032 | (328,564) | 798,468 | 162,847 | |||||||
| CEG Rio S.A. | 1,412,608 | (566,497) | 846,111 | 145,032 | 1,695,573 | (953,322) | 742,251 | 184,905 | |||||||
| Companhia de Gás de Mato Grosso do Sul - Msgás | 341,407 | (149,979) | 191,428 | 49,532 | 378,691 | (197,859) | 180,832 | 37,640 | |||||||
| Cosan Corporate | |||||||||||||||
| Vale S.A. | — | — | — | — | 455,316,000 | (248,544,000) | 206,772,000 | 31,592,000 | |||||||
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
9.2 Acquisition of subsidiaries
| Accounting policy:<br><br><br>Business combinations are accounted for using the acquisition method. The consideration transferred in the acquisition is measured at fair value, calculated as the sum of the fair values of the assets transferred by the Company on the acquisition date, the liabilities incurred by the Company in relation to the former controlling shareholders of the acquired entity and the equity interests issued by the Company in exchange for control of the acquired entity. Acquisition-related costs are recognized in profit or loss as incurred. |
|---|
| The consideration transferred does not include amounts relating to the payment of pre-existing relationships. These amounts are generally recognized in the income statement. |
| In determining whether a set of activities and assets constitutes a business, the Company assesses whether the set of assets and activities acquired includes at least one input and one substantive process that together contribute significantly to the ability to generate output. |
| On the acquisition date, identifiable assets acquired and liabilities assumed are recognized at fair value on that date, except for:<br><br><br>•Deferred tax assets or liabilities and assets and liabilities related to employee benefit arrangements, which are recognized and measured in accordance with IAS 12 and IAS 19;<br><br><br>•Share-based payment plans held by the acquiree's employees that need to be replaced (plan replacement). All or part of the new replacement plan amount issued by the Company is included in the measurement of the consideration transferred in the business combination. This determination is based on the fair value of the replacement plan compared to the fair value of the acquiree's share-based payment plan and to the extent that this replacement plan relates to services rendered prior to the combination; and<br><br><br>•Assets classified as held for sale, in accordance with IFRS 5, which are measured in accordance with this standard.<br><br><br>When measuring fair values, valuation techniques are used which consider market prices for similar items, discounted cash flow, among others. |
| Initially, goodwill is measured as the excess of the consideration transferred over the net assets acquired (identifiable assets acquired, net of liabilities assumed). If the consideration is less than the fair value of the net assets acquired, the difference must be recognized in profit or loss as a gain on a bargain purchase.<br><br><br>After initial recognition, goodwill is measured at cost, less any accumulated impairment losses. For impairment testing purposes, goodwill acquired in a business combination is, as of the acquisition date, allocated to each of the Company's cash-generating units that are expected to benefit from the synergies of the combination, regardless of whether other assets or liabilities of the acquiree are attributed to these units. |
| When goodwill is part of a cash-generating unit and a portion of that unit is disposed of, the goodwill associated with the portion disposed of must be included in the cost of the transaction when determining the gain or loss on disposal. The goodwill disposed of in these circumstances is determined on the basis of the proportional values of the portion disposed of in relation to the cash-generating unit held.<br><br><br>Upon disposal of the cash‑generating unit, the carrying amount of the allocated goodwill is included in the determination of the gain or loss on disposal. |
| When the consideration transferred by the Company in a business combination includes a contingent consideration agreement, the contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred in the business combination. Changes in the fair value of contingent consideration classified as measurement period adjustments are adjusted retroactively, with corresponding adjustments to goodwill. Measurement period adjustments correspond to adjustments resulting from additional information obtained during the “measurement period” (which cannot be longer than one year from the acquisition date), related to facts and circumstances existing on the acquisition date. |
| Subsequent accounting for changes in the fair value of contingent consideration not classified as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration classified as equity is not remeasured on subsequent disclosure dates, and its settlement is recorded in equity. The other contingent consideration amounts (liabilities or derivatives) are remeasured at fair value at each reporting date, with changes recognized in profit or loss.<br><br><br>When a business combination is carried out in stages, the interest previously held by the Company in the acquiree is remeasured to its fair value on the acquisition date, and the corresponding gain or loss, if any, is recognized in profit or loss. The values of the interests in the acquired entity prior to the acquisition date, previously recognized in “Other comprehensive income”, are reclassified to profit or loss, to the extent that such treatment would have been appropriate if the interest had been sold. |
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| As this is a fair value measurement, if new information obtained within one year of the acquisition date about the facts and circumstances that existed on the acquisition date indicates adjustments to the aforementioned amounts or any additional provisions that existed on the acquisition date, the accounting for the acquisition will be reviewed. Management expects that only the measurement of intangible assets will have any impact on this assessment.<br><br><br>Contingent Liabilities recognized in a business combination<br><br><br>Contingent liabilities acquired in a business combination are initially measured at fair value on the acquisition date. At year-end, these contingent liabilities are measured at the higher of:<br><br><br>• the amount that would be recognized in accordance with IAS 37 (CPC 25); and<br><br><br>• the amount initially recognized, less the accumulated amortization of revenue recognized in accordance with IFRS 15 (CPC 47). |
|---|
DIPI Holding Ltda.
On January 2, 2025, the subsidiary Cosan Lubricants e Especialidades S.A. (“CLE”) completed the acquisition of 100% of the shares of DIPI Holding Ltda. and its subsidiaries (“Grupo PAX”) for a total amount of R$ 329,006. Of this amount, R$ 232,886 was paid on the transaction date, and the remaining balance of R$ 96,120 will be settled in two installments, on the first and second anniversaries of the acquisition. The cash effect on the consolidated results was R$ 213,086, net of the acquired company's cash on the acquisition date.
The first installment is fixed, while the second installment constitutes an earn-out and is subject to adjustments according to the variation in EBITDA between the closing date and the respective reporting periods. If the consolidated EBITDA is lower than the basis EBITDA adjusted for the IPCA variation in the period, the sellers will receive a proportionally reduced amount. Furthermore, the second installment may be increased if the following conditions occur cumulatively: (i) the first installment is subject to a negative adjustment; (ii) the adjustment value of the second installment is positive; and (iii) the EBITDA of the first period was equal to or greater than 70% of the basis EBITDA , adjusted for the IPCA variation calculated between the closing date and the reporting date, respecting the maximum value of R$ 100 million for the total of the installments.
The acquisition was accounted for using the acquisition method, in accordance with IFRS 3 / CPC 15 – Business Combinations. The significant accounting policies applied include the recognition and measurement of the identifiable assets acquired and liabilities assumed at their fair value at the acquisition date.
The PAX Group, headquartered in Brazil, operates primarily in the production and marketing of greases and lubricating oils, as well as the manufacture of plastic packaging for the lubricants market. The acquisition's main objectives were:
| • | Increasing synergies in supply chain planning; |
|---|---|
| • | Expanding the product portfolio through product mix diversification; |
| • | Access to the packaging market is considered strategic; |
| • | Incorporation of technical knowledge in grease technologies and applications. |
| As of December 31, 2025, the fair value of the identifiable assets acquired totaled R$127,867, allocated as follows: | |
| • | Customers Portfolio: R$ 57,808. The fair value was determined using the Multi-Period Excess Earnings Method (MPEEM), which considered a five-year sales history and the customer churn rate to estimate the retention rate. basis on these assumptions, discounted cash flows were calculated to determine the fair value adjustment. |
| • | Trademarks and Patents: R$13,254. The fair value was determined using the Royalty Relief method, which was based on royalty rates charged by comparable companies (peers) in the market (1.5%) to estimate the royalty payments avoided as a result of the acquired trademark, discounted to present value. |
| • | Inventories: R$ 2,794. fair value was determined basis a market approach. |
| • | Property plant and equipment: R$ 54,011. The fair value was assessed basis on replacement cost. |
On the acquisition date, a preliminary goodwill of R$236,469 was recognized, representing the expected future economic benefits arising from synergies and other intangible factors not individually identifiable. The goodwill balance as of December 31, 2025, with the final allocation of the valuation report, became R$226,740, with changes in the fair value allocations in fixed assets and customer portfolio.
From the acquisition date until December 31, 2025, the consolidated income statement includes revenues and net income generated by the PAX Group in the amounts of R$ 483,435 and R$ 47,950, respectively.
Both the fair value and the gross contractual value of the acquired receivables total R$ 18,408. The Company does not expect significant losses from the non-realization of these receivables.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The table below summarizes the values of the assets acquired and liabilities assumed on the acquisition date:
| Transferred consideration | ||
|---|---|---|
| Cash transfer - on the closing date | 232,886 | |
| Remaining installments | 50,000 | |
| Earn-out | 46,120 | |
| Transferred consideration | 329,006 | |
| Identifiable assets acquired and liabilities assumed | ||
| Cash and cash equivalents | 2,400 | |
| Trade receivables | 18,408 | |
| Inventories | 36,576 | |
| Other recoverable taxes | 9,965 | |
| Property plant and equipment | 91,239 | |
| Goodwill | 226,740 | |
| Intangible assets (Except goodwill) | 71,062 | |
| Other credits | 18,583 | |
| Loans, borrowings and debentures | (77,002) | |
| Trade payables | (7,444) | |
| Other current liabilities | (18,046) | |
| Deferred tax liabilities | (43,475) | |
| Net assets acquired | 329,006 | |
| Cash received | (2,400) | |
| Consideration transferred, net of cash acquired | 326,606 | |
| 99 | ||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
9.3 Non-controlling interest in subsidiaries
| Accounting policy:<br><br><br>Non-controlling interests in subsidiaries are presented separately from the parent company's interest in consolidated equity. Non-controlling interests that represent equity interests and entitle their holders to a proportionate share of the entity's assets in the event of liquidation may be measured initially at fair value or based on the proportionate share of the acquired entity's identifiable net assets attributable to non-controlling interests. The choice of measurement method is made on a transaction-by-transaction basis. Other types of non-controlling interests are initially measured at fair value. After the acquisition, the book value of the non-controlling interests is determined by the value of these interests at initial recognition, adjusted by the portion of subsequent changes in the subsidiary's equity attributable to the non-controlling interests.<br><br><br>The result and each component of other comprehensive income are attributed to the Company's owners and to the non-controlling interests. The total comprehensive income of subsidiaries is attributed to the Company's owners and non-controlling interests, even if this results in a negative balance for non-controlling interests. |
|---|
The following is a summary of financial information for each subsidiary that holds non-controlling interests relevant to the group. The figures disclosed for each subsidiary are before eliminations between companies.
| Shares issued by the subsidiary | Non-controlling interests | Non-controlling interest | |||
|---|---|---|---|---|---|
| Radar | |||||
| Tellus Brasil Participações S.A. | 106,907,867 | 42,664,607 | 80.00% | ||
| Janus Brasil Participações S.A. | 286,370,051 | 112,905,168 | 80.00% | ||
| Duguetiapar Empreendimentos e Participações S.A. | 35,988 | 14,256 | 80.00% | ||
| Gamiovapar Empreendimentos e Participações S.A. | 12,132,621 | 4,785,951 | 80.00% | ||
| Radar Propriedades Agrícolas S.A. | 737,500 | 431,806 | 50.00% | ||
| Nova Agrícola Ponte Alta S.A. | 160,693,378 | 94,085,973 | 50.00% | ||
| Terras da Ponte Alta S.A. | 16,066,329 | 9,406,835 | 50.00% | ||
| Nova Santa Bárbara Agrícola S.A. | 14,360,726 | 8,408,205 | 50.00% | ||
| Nova Amaralina S.A. | 30,603,159 | 17,918,149 | 50.00% | ||
| Paineira Propriedades Agrícolas S.A. | 132,667,061 | 77,676,564 | 50.00% | ||
| Manacá Propriedades Agrícolas S.A. | 126,200,853 | 73,890,599 | 50.00% | ||
| Castanheira Propriedades Agrícolas S.A. | 83,850,938 | 49,094,724 | 50.00% | ||
| Radar II Propriedades Agrícolas S.A. | 81,440,221 | 40,720,110 | 50.00% | ||
| Rumo | |||||
| Rumo S.A. | 1,858,828,617 | 1,296,299,127 | 69.69% | ||
| Moove | |||||
| Moove Lubricants Holdings | 34,963,764 | 17,446,918 | 49.90% | ||
| Corporativo | |||||
| Cosan Nove Participações S.A. | 7,663,761,736 | 975,404,073 | 33.84% | ||
| Cosan Limited Partners Brasil Consultoria Ltda. | 160,000 | 3,000 | 1.87% | ||
| 100 | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following table presents a summary of information relating to each of the Company's subsidiaries that have significant non-controlling interests, prior to any intra-group eliminations.
| Balance as of January 1, 2025 | Interest in earnings of investees | Capital increase (reduction) | Other comprehensive income | Dividends | Transaction with shareholders | Other | Balance as of December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compass | |||||||||||||||
| Companhia de Gás de São Paulo - COMGÁS | 26,637 | 12,602 | — | (387) | (10,266) | — | — | 28,586 | |||||||
| Commit Gás S.A. | 1,357,447 | 159,444 | — | 182 | (117,068) | — | — | 1,400,005 | |||||||
| Companhia Paranaense de Gás - COMPAGAS | 460,508 | 8,707 | — | 372 | (21,359) | — | — | 448,228 | |||||||
| Biometano Verde Paulínia S.A. | 238,239 | (4,803) | — | — | — | — | — | 233,436 | |||||||
| Compass Gás e Energia | 557,943 | 154,050 | — | 4,208 | (77,052) | — | — | 639,149 | |||||||
| Rumo | |||||||||||||||
| Rumo S.A. | 10,457,452 | 608,363 | (5,692) | (46,468) | (1,191,051) | 12,921 | 16,904 | 9,852,429 | |||||||
| Moove | |||||||||||||||
| Moove Lubricants Holdings | 566,991 | 167,574 | — | (10,364) | — | — | (2,621) | 721,580 | |||||||
| Corporate | |||||||||||||||
| Cosan Limited Partners Brasil Consultoria Ltda | 5 | (46) | — | — | — | — | 46 | 5 | |||||||
| Cosan Nove Participações S.A. | 2,164,445 | (3,266,444) | 89,084 | 54,812 | (331,000) | 1,286,270 | 3,779 | 946 | |||||||
| Cosan Dez Participações S.A. | 980,133 | 523,508 | 35,639 | 7,161 | (623,592) | (922,798) | (51) | — | |||||||
| Radar | |||||||||||||||
| Janus Brasil Participações S.A. | 5,051,050 | 590,091 | — | — | (232,534) | — | (178,814) | 5,229,793 | |||||||
| Tellus Brasil Participações S.A. | 3,124,858 | 269,831 | — | — | (83,738) | — | (6,370) | 3,304,581 | |||||||
| Gamiovapar Empreendimentos e Participações S.A. | 591,606 | 27,282 | — | — | (12,015) | — | (7,432) | 599,441 | |||||||
| Duguetiapar Empreendimentos e Participações S.A. | (2,338) | 207 | (2,228) | — | (167) | — | 5,327 | 801 | |||||||
| Radar II Propriedades Agrícolas S.A. | 1,176,870 | 89,026 | (1,536) | — | (36,977) | — | 64,376 | 1,291,759 | |||||||
| Radar Propriedades Agrícolas S.A. | 255,348 | 319 | — | — | (20,387) | — | 10,902 | 246,182 | |||||||
| Nova Agrícola Ponte Alta S.A. | 430,599 | 80,132 | — | — | (20,033) | — | 24,808 | 515,506 | |||||||
| Nova Santa Bárbara Agrícola S.A. | 205,827 | 1,738 | (7,451) | — | (17,110) | — | (169,885) | 13,119 | |||||||
| Nova Amaralina S.A. Propriedades Agrícolas | 38,998 | 44,611 | — | — | (11,019) | — | 190,291 | 262,881 | |||||||
| Terras da Ponte Alta S.A. | 90,250 | 6,976 | — | — | (5,599) | — | 7,871 | 99,498 | |||||||
| Paineira Propriedades Agrícolas S.A. | 220,407 | 18,995 | — | — | (7,150) | — | 11,432 | 243,684 | |||||||
| Manacá Propriedades Agrícolas S.A. | 216,478 | 19,225 | — | — | (6,528) | — | 10,060 | 239,235 | |||||||
| Castanheira Propriedades Agrícolas S.A. | 284,845 | 16,336 | — | — | (7,047) | — | 40,426 | 334,560 | |||||||
| Total | 28,494,598 | (472,276) | 107,816 | 9,516 | (2,831,692) | 376,393 | 21,049 | 25,705,404 | |||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Balance as of January 1, 2024 | Interest in earnings of investees | (Reduction) Capital increase | Disposal of assets held for sale | Other comprehensive income | Dividends | Business combination | Other | Balance as of December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compass | |||||||||||||||||
| Companhia de Gás de São Paulo - COMGÁS | 32,145 | 14,726 | — | — | — | (20,680) | — | 446 | 26,637 | ||||||||
| Commit Gás S.A. | 1,562,500 | 138,356 | — | — | — | (456,045) | 112,401 | 235 | 1,357,447 | ||||||||
| Norgás S.A. | 372,030 | — | — | (372,030) | — | — | — | — | — | ||||||||
| Companhia Paranaense de Gás - COMPAGAS | — | 1,569 | — | — | — | (3,446) | 462,197 | 188 | 460,508 | ||||||||
| Biometano Verde Paulínia S.A. | 237,981 | 1,228 | — | — | — | (970) | — | — | 238,239 | ||||||||
| Compass Gás e Energia | 790,672 | 235,988 | (179,999) | — | (19,254) | (269,808) | — | 344 | 557,943 | ||||||||
| Rumo | |||||||||||||||||
| Rumo S.A. | 11,104,589 | (657,631) | — | 904 | (6,676) | — | 16,266 | 10,457,452 | |||||||||
| Moove | |||||||||||||||||
| Moove Lubricants Holdings | 695,848 | 118,209 | — | — | 26,028 | (270,000) | — | (3,094) | 566,991 | ||||||||
| Corporate | |||||||||||||||||
| Cosan Limited Partners Brasil Consultoria Ltda | 7 | (2) | — | — | — | — | — | — | 5 | ||||||||
| Cosan Nove Participações S.A. | 2,567,019 | (365,149) | 34,202 | 25,796 | (105,000) | — | 7,577 | 2,164,445 | |||||||||
| Cosan Dez Participações S.A. | 1,512,041 | 501,890 | (396,395) | — | (34,229) | (603,022) | — | (152) | 980,133 | ||||||||
| Radar | |||||||||||||||||
| Janus Brasil Participações S.A. | 4,743,201 | 513,119 | — | — | — | (205,270) | — | — | 5,051,050 | ||||||||
| Tellus Brasil Participações S.A. | 3,156,328 | 359,813 | (74,741) | — | — | (316,542) | — | — | 3,124,858 | ||||||||
| Gamiovapar Empreendimentos e Participações S.A. | 472,244 | 128,911 | — | — | — | (9,549) | — | — | 591,606 | ||||||||
| Duguetiapar Empreendimentos e Participações S.A. | 66,715 | 7,911 | (17,143) | — | — | (59,821) | — | — | (2,338) | ||||||||
| Radar II Propriedades Agrícolas S.A. | 1,089,154 | 113,818 | (584) | — | — | (25,518) | — | — | 1,176,870 | ||||||||
| Radar Propriedades Agrícolas S.A. | 204,444 | 67,872 | — | — | — | (16,968) | — | — | 255,348 | ||||||||
| Nova Agrícola Ponte Alta S.A. | 417,013 | 21,574 | — | — | — | (7,988) | — | — | 430,599 | ||||||||
| Nova Amaralina S.A. Propriedades Agrícolas | 29,893 | 12,140 | — | — | — | (3,035) | — | — | 38,998 | ||||||||
| Nova Santa Bárbara Agrícola S.A. | 197,833 | 8,239 | — | — | — | (245) | — | — | 205,827 | ||||||||
| Terras da Ponte Alta S.A. | 84,251 | (4,238) | — | — | — | 10,237 | — | — | 90,250 | ||||||||
| Paineira Propriedades Agrícolas S.A. | 199,303 | 24,339 | — | — | — | (3,235) | — | — | 220,407 | ||||||||
| Manacá Propriedades Agrícolas S.A. | 199,584 | 23,397 | — | — | — | (6,503) | — | — | 216,478 | ||||||||
| Castanheira Propriedades Agrícolas S.A. | 291,078 | (4,050) | — | — | — | (2,183) | — | — | 284,845 | ||||||||
| Total | 30,025,873 | 1,262,029 | (634,660) | (372,030) | (755) | (2,382,267) | 574,598 | 21,810 | 28,494,598 | ||||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Summary of balance sheet:
| Cosan Dez | Cosan Nove | Moove | Rumo | Radar | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||
| Current | |||||||||||||||||||
| Asset | 369,391 | 1,590,825 | 7,463 | 46,918 | 707,281 | 31,765 | 1,240,600 | 3,451,323 | 461,016 | 559,288 | |||||||||
| Liabilities | (15,290) | (1,336,052) | (19) | (40,018) | — | — | (1,474,294) | (1,267,586) | (127,550) | (137,056) | |||||||||
| Current assets, net | 354,101 | 254,773 | 7,444 | 6,900 | 707,281 | 31,765 | (233,694) | 2,183,737 | 333,466 | 422,232 | |||||||||
| Non-current | |||||||||||||||||||
| Asset | 4,687,097 | 4,091,608 | — | 9,310,850 | 1,712,927 | 1,858,568 | 25,766,338 | 23,288,895 | 18,401,988 | 17,179,276 | |||||||||
| Liabilities | — | — | — | — | — | — | (11,690,002) | (10,741,388) | (861,011) | (602,315) | |||||||||
| Non-current assets, net | 4,687,097 | 4,091,608 | — | 9,310,850 | 1,712,927 | 1,858,568 | 14,076,336 | 12,547,507 | 17,540,977 | 16,576,961 | |||||||||
| Shareholders’ equity | 5,041,198 | 4,346,381 | 7,444 | 9,317,750 | 2,420,208 | 1,890,333 | 13,842,642 | 14,731,244 | 17,874,443 | 16,999,193 |
Statements of profit or loss and other comprehensive income summarized:
| Cosan Dez | Cosan Nove | Moove | Rumo | Radar | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||
| Net revenue | — | — | — | — | — | — | 890,149 | 1,064,286 | 653,785 | 1,441,809 | |||||||||
| Income before taxes | 1,135,176 | 1,556,754 | (9,652,455) | (1,078,773) | 564,041 | 394,309 | 1,003,776 | (863,209) | 1,847,428 | 1,936,036 | |||||||||
| Income tax | (998) | (15,863) | (155) | (271) | — | — | (156,718) | (96,038) | (186,368) | (130,285) | |||||||||
| Net income of the year | 1,134,178 | 1,540,891 | (9,652,610) | (1,079,044) | 564,041 | 394,309 | 847,058 | (959,247) | 1,661,060 | 1,805,751 | |||||||||
| Other comprehensive income | 25,575 | (122,246) | 161,974 | 76,229 | (34,547) | 86,760 | (66,559) | 1,300 | — | — | |||||||||
| Comprehensive results | 1,159,753 | 1,418,645 | (9,490,636) | (1,002,815) | 529,494 | 481,069 | 780,499 | (957,947) | 1,661,060 | 1,805,751 | |||||||||
| Comprehensive income assigned to non-controlling shareholders | 7,161 | (34,229) | 54,812 | 25,796 | (10,364) | 26,028 | (46,468) | 904 | — | — | |||||||||
| Dividends paid | (623,592) | (1,667,187) | (371,000) | — | — | (900,000) | (1,500,000) | (170,817) | (649,721) | (917,530) | |||||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Summary of cash flow statements:
| Cosan Dez | Cosan Nove | Moove | Rumo | Radar | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||
| Cash generated (used) in operational activities | 3,338 | 35,059 | 356 | 3,390 | (275) | (3,079) | 395,605 | 469,310 | 530,012 | 999,607 | |||||||||
| Cash generated (used) from investing activities | 1,772,130 | 2,366,296 | 39,751 | 63,262 | — | 896,369 | (467,632) | (487,467) | 127,393 | 22,667 | |||||||||
| Cash (used) generated in financing activities | (1,790,000) | (2,770,208) | (40,000) | (65,000) | — | (900,000) | (1,532,108) | (692,256) | (670,833) | (1,029,179) | |||||||||
| Decrease of cash and cash equivalents | (14,532) | (368,853) | 107 | 1,652 | (275) | (6,710) | (1,604,135) | (710,413) | (13,428) | (6,905) | |||||||||
| Cash and cash equivalents at the beginning of the fiscal year | 17,409 | 386,262 | 3,461 | 1,809 | 803 | 1,858 | 2,403,629 | 3,114,042 | 33,041 | 39,946 | |||||||||
| Effect of foreign exchange variation on the cash and cash equivalents balance | — | — | — | — | 88 | 5,655 | — | — | — | — | |||||||||
| Cash and cash equivalents at the end of the year | 2,877 | 17,409 | 3,568 | 3,461 | 616 | 803 | 799,494 | 2,403,629 | 19,613 | 33,041 |
- Investment in joint ventures
| Accounting policy:<br><br><br>A joint venture is an agreement whereby the parties that have joint control of the agreement have rights to the net assets of the agreement.<br><br><br>The Company has an investment in a joint venture shown in the statement of financial position as the share of net assets under the equity method of accounting, less any impairment losses. If applicable, adjustments are made to align any different accounting policies that may exist. The Company’s share of the results and shareholder’s equity of the joint venture is included in the statement of profit or loss and other comprehensive income statement of changes in equity, respectively. Unrealized gains and losses resulting from transactions between the Company and its joint venture are eliminated to the extent of the Company’s investment in the joint venture, except where unrealized losses provide evidence of an impairment of the transferred asset. Goodwill arising from the acquisition of joint venture is included as part of the Company’s investment in the joint venture and, when necessary, the carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount (whichever is higher between the value in use and fair value less costs of disposal) with its carrying amount.<br><br><br><br><br><br>The investment in joint venture is considered as non-current assets and are shown at cost less any impairment losses.<br><br><br><br><br><br>When an investment in a joint venture is classified as held for sale, it is accounted for in accordance with IFRS 5/ CPC 31. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The movements in the parent company's investments in its joint venture were as follows:
| Raízen S.A. | Radar Gestão de Invest. S.A. | Total | |||
|---|---|---|---|---|---|
| Shares issued by the joint ventures | 10,352,509,484 | 24,800,000 | |||
| Shares held by Cosan | 517,625,474 | 12,400,000 | |||
| Cosan ownership interest | 5.00% | 50.00% | |||
| Balance as of January 1, 2024 | 1,320,592 | — | 1,320,592 | ||
| Interest in earnings of joint ventures | (138,430) | (3,731) | (142,161) | ||
| Other comprehensive income and other | 15,897 | — | 15,897 | ||
| Capital increase | — | 12,337 | 12,337 | ||
| Dividends | (13,593) | — | (13,593) | ||
| Balance as of January 1, 2025 | 1,184,466 | 8,606 | 1,193,072 | ||
| Interest in earnings of joint ventures | (1,228,333) | 3,807 | (1,224,526) | ||
| Other comprehensive income and other | 43,867 | — | 43,867 | ||
| Dividends | — | (904) | (904) | ||
| Balance as of December 31, 2025 | — | 11,509 | 11,509 |
The movements in investments in joint venture in the consolidated financial statements were as follows:
| Raízen S.A. (i) | Alvorada Terminal S.A. | Radar Gestão de Invest. S.A. | Total | ||||
|---|---|---|---|---|---|---|---|
| Shares issued by the joint venture | 10,352,509,484 | 134,936,162 | 24,800,000 | ||||
| Shares held by Cosan | 4,557,597,117 | 67,468,081 | 12,400,000 | ||||
| Cosan ownership interest | 5.00% | 50.00% | 50.00% | ||||
| Percentage of indirect interest (Cosan Nove) | 25.84% | — | — | ||||
| Total | 30.84% | 50.00% | 50.00% | ||||
| Balance as of January 1, 2024 | 11,693,876 | 48,566 | — | 11,742,442 | |||
| Interest in losses of joint ventures | (1,218,804) | (7,445) | (3,731) | (1,229,980) | |||
| Other comprehensive income and other | 139,892 | — | — | 139,892 | |||
| Capital increase | — | — | 12,337 | 12,337 | |||
| Dividends | (119,647) | — | — | (119,647) | |||
| Balance as of December 31, 2024 | 10,495,317 | 41,121 | 8,606 | 10,545,044 | |||
| Interest in (losses) earnings of joint ventures (Note 2.1.11) | (10,881,556) | (7,274) | 3,807 | (10,885,023) | |||
| Other comprehensive income and other | 386,239 | — | — | 386,239 | |||
| Dividends | — | — | (904) | (904) | |||
| Capital increase | — | 15,000 | — | 15,000 | |||
| Balance as of December 31, 2025 | — | 48,847 | 11,509 | 60,356 |
Raízen S.A.
(i)The Company's total stake in Raízen S.A. is comprised of a 5.00% direct stake and a 39.06% indirect stake through Cosan Nove. The disclosed percentage of 25.84% refers to the economic benefit, calculated from the result of Cosan S.A.'s stake in its subsidiary Cosan Nove (66.16%), multiplied by the indirect stake of 39.06%. In the Company's consolidated information, direct and indirect stakes are added together, and the impact related to non-controlling shareholders' stake in Cosan Nove is presented in the line item for income attributable to non-controlling shareholders.
Because the investment was reduced to zero, the unrecognized portion of losses from the investment in Raízen S.A. was R$ 712,152.
The balance sheet and income statement of the joint venture entity Raízen S.A. are disclosed in Note 4 – Segment information.
As of December 31, 2025, the Company was in compliance with the covenants of the agreement governing the joint venture.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Property, plant and equipment, intangible assets and goodwill, contract assets, right-of-use assets, investment properties and impairment loss
| Accounting policy:<br><br><br>Impairment<br><br><br>The recoverable amount is determined through value in use calculations, using the discounted cash flow determined by Management based on budgets that take into account the assumptions related to each business, using information available in the market and past performance. Discounted cash flows were prepared over a ten-year period and carried forward in perpetuity. Management understands the use of periods greater than five years in the preparation of discounted cash flows is appropriate for the purpose of calculating the recoverable amount, because it reflects the estimated time of use of the asset and of the business groups.<br><br><br>The Company reviews impairment indicators for intangible assets with defined useful lives and fixed assets on an annual basis. In addition, goodwill and intangible assets with an indefinite useful life are subjected to an impairment test. An impairment occurs when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, which is the greater of its fair value less costs to sell and its value in use.<br><br><br>The assumptions used in discounted cash flow projections - estimates of future business performance, cash generation, long-term growth, and discount rates - are utilized in our assessment of impairment of assets as of the date of the financial position. The primary assumptions used to determine the recoverable value of the various cash-generating units to which goodwill is allocated are described in the following section. |
|---|
11.1 Property, plant and equipment
| Accounting policy:<br><br><br>Recognition and measurement<br><br><br>Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.<br><br><br>Subsequent expenditures are only capitalized when it is probable that the associated future economic benefits will accrue to the company. Ongoing repairs and maintenance expenses are recorded as they are incurred.<br><br><br>Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets are capitalized to the cost of those assets until the date they are ready for their intended use or sale. Qualifying assets are those that necessarily require a substantial period of time to get ready for use or sale.<br><br><br>When borrowings at variable interest rates are used to finance a qualifying asset and designated in an effective cash flow hedge of interest rate risk, the effective portion of the derivative is recognized in other comprehensive income and reclassified to profit or loss when the qualifying asset affects profit or loss. When borrowings at fixed interest rates are used to finance a qualifying asset and designated in an effective fair value hedge of interest rate risk, the capitalized borrowing costs reflect the hedged interest rate.<br><br><br>Property, plant and equipment are depreciated from the date they are available for use or, in the case of constructed assets, from the date the asset is completed and ready for use.<br><br><br>Depreciation is calculated based on the carrying amount of property, plant and equipment, net of estimated residual values, using the straight-line method over the asset’s estimated useful life. Depreciation expense is recognized in profit or loss, unless it is capitalized as part of the cost of another asset. Land is not depreciated.<br><br><br>Methods of depreciation, such as useful lives and residual values, are reviewed at the end of each fiscal year or when there is a significant change without an expected consumption pattern, such as a relevant incident or technical obsolescence. If applicable, any adjustments are recorded as changes to accounting estimates.<br><br><br>Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: | |
|---|---|
| Buildings and improvements | 2% - 18% |
| --- | --- |
| Machinery, equipment and facilities | 3% - 33% |
| Freight cars | 2.9% - 6% |
| Locomotives | 3.3% - 8% |
| Permanent ways | 3% - 4% |
| Furniture and utensils | 10% - 15% |
| Computer equipment | 20% |
| Other | 10% - 20% |
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Table of Contents
Notes to consolidated 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<br><br><br>railways | Construction in progress | Other assets | Total | Total | ||||||||
| Cost | |||||||||||||||
| Balance as of January 1, 2024 | 2,217,585 | 2,099,263 | 8,698,521 | 12,852,330 | 4,785,955 | 738,737 | 31,392,391 | 83,446 | |||||||
| Additions | 5,626 | 3,787 | — | — | 6,673,050 | 4,657 | 6,687,120 | 7,523 | |||||||
| Write-offs | (9,310) | (81,099) | (519,465) | (209,845) | (11,116) | (46,538) | (877,373) | (24) | |||||||
| Transfers | 299,824 | 1,823,557 | 997,886 | 1,171,698 | (4,371,472) | 48,655 | (29,852) | (16) | |||||||
| Exchange differences | — | — | — | — | (6,155) | — | (6,155) | — | |||||||
| Impairment | 54,373 | 101,257 | — | — | 10,534 | 67,187 | 233,351 | — | |||||||
| Balance as of December 31, 2024 | 2,568,098 | 3,946,765 | 9,176,942 | 13,814,183 | 7,080,796 | 812,698 | 37,399,482 | 90,929 | |||||||
| Additions | 4,433 | 19,031 | — | — | 6,804,853 | 2,789 | 6,831,106 | 6,354 | |||||||
| Write-offs | (36,980) | (183,846) | (217,586) | (5,729) | (82,843) | (82,330) | (609,314) | — | |||||||
| Transfers ^(i)^ | (3,282) | 543,847 | 1,813,920 | 1,771,884 | (3,385,532) | (229,193) | 511,644 | (753) | |||||||
| Exchange differences | (23,278) | (43,258) | — | — | (6,566) | (30,377) | (103,479) | — | |||||||
| Business combination | 69,516 | 40,808 | — | — | 29 | 7,398 | 117,751 | — | |||||||
| Balance as of December 31, 2025 | 2,578,507 | 4,323,347 | 10,773,276 | 15,580,338 | 10,410,737 | 480,985 | 44,147,190 | 96,530 | |||||||
| Depreciation | |||||||||||||||
| Balance as of January 1, 2024 | (626,951) | (907,235) | (3,866,953) | (4,510,495) | (13,379) | (227,404) | (10,152,417) | (43,629) | |||||||
| Additions | (57,606) | (222,846) | (627,303) | (938,312) | — | (66,861) | (1,912,928) | (8,269) | |||||||
| Transfers | 4,041 | 73,206 | 457,597 | 5,099 | — | 37,199 | 577,142 | 7 | |||||||
| Write-offs | 5,401 | (6,881) | (23,170) | — | — | 2,182 | (22,468) | — | |||||||
| Exchange differences | (15,028) | (41,044) | — | — | — | (35,840) | (91,912) | — | |||||||
| Impairment | — | (213,621) | (891,604) | (1,267,439) | (401,513) | (3,706) | (2,777,883) | — | |||||||
| Balance as of December 31, 2024 | (690,143) | (1,318,421) | (4,951,433) | (6,711,147) | (414,892) | (294,430) | (14,380,466) | (51,891) | |||||||
| Additions | (67,006) | (310,324) | (685,250) | (754,132) | — | (57,186) | (1,873,898) | (14,336) | |||||||
| Write-offs | 29,568 | 139,817 | 233,214 | (49,980) | — | 57,967 | 410,586 | — | |||||||
| Transfers ^(i)^ | 4,802 | 5,121 | (438,372) | 55,882 | — | 387 | (372,180) | — | |||||||
| Exchange differences | 5,693 | 16,857 | — | — | — | 15,507 | 38,057 | — | |||||||
| Impairment | (64,945) | (109,882) | (197,843) | (513,152) | (287,603) | (139) | (1,173,564) | — | |||||||
| Balance as of December 31, 2025 | (782,031) | (1,576,832) | (6,039,684) | (7,972,529) | (702,495) | (277,894) | (17,351,465) | (66,227) | |||||||
| Balance as of December 31, 2024 | 1,877,955 | 2,628,344 | 4,225,509 | 7,103,036 | 6,665,904 | 518,268 | 23,019,016 | 39,038 | |||||||
| Balance as of December 31, 2025 | 1,796,476 | 2,746,515 | 4,733,592 | 7,607,809 | 9,708,242 | 203,091 | 26,795,725 | 30,303 | |||||||
| (i) | The remaining balance in the transfers line includes the amount of R$ 105,029 for recoverable taxes, R$ 69,881 for intangible assets, and R$ 314,374 from right-of-use. | ||||||||||||||
| --- | --- |
b) Capitalization of borrowing costs:
In the fiscal year ended December 31, 2025, borrowing costs capitalized by the subsidiary Rumo totaled R$ 367,598, at an average rate of 14.73% (R$ 95,138 and 11.80% p.a. as of December 31, 2024), while its indirect subsidiary Biometano capitalized R$ 22,262 at a weighted average annual rate of 7.69% (R$ 39,617 and 7.36% in the fiscal year ended December 31, 2024 through its indirect subsidiary TRSP).
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
11.2 Intangible assets and goodwill
| Accounting policy:<br><br><br>a)Goodwill<br><br><br>Goodwill is initially recognized and measured in accordance with Note 9.2.<br><br><br>Goodwill is not amortized, but it is tested for impairment at least annually. For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) that are expected to benefit from the synergies of the business combination. The cash-generating units to which goodwill has been allocated are tested annually for impairment, or more frequently when there is an indication that the unit may be impaired.<br><br><br>If the recoverable amount of the cash-generating unit is lower than its carrying amount, the impairment loss is first allocated to reduce the carrying amount of the goodwill allocated to the unit and then to the other assets of the unit, on a pro rata basis according to their carrying amounts. Impairment losses on goodwill cannot be reversed in subsequent periods.<br><br><br>b) Other intangible assets<br><br><br>Other acquired intangible assets with a short useful life are measured at cost, less accumulated amortization and any accumulated impairment losses. |
|---|
| c)Customer relationships<br><br><br>The subsidiaries in the Gas Distribution segment have made investments to enable customers to connect to the gas distribution network, which is necessary to allow natural gas to be supplied from the existing network.<br><br><br>The costs associated with the customer portfolio and right-of-use and operation contracts are considered as intangible assets and amortized over the contract's term. |
| d)Concession Rights<br><br><br>Some subsidiaries of the Cosan group have public concession contracts for the gas distribution service in which the Granting Authority controls which services will be provided and the price, in addition to holding significant participation in the infrastructure at the end of the concession. These concession contracts represent the right to charge users for gas supply during the contract term. Thus, the subsidiaries recognize this right as an intangible.<br><br><br>The assets acquired or constructed underlying the concession necessary for the distribution of gas are amortized to correspond to the period in which the future economic benefits of the asset are expected to be reverted to the subsidiaries, or the final term of the concession, whatever happens first. This period reflects the economic life of each of the underlying assets that make up the concession. This economic service life is also used by regulatory bodies to determine the basis of measurement of the tariff for the provision of the services object of the concession.<br><br><br>The amortization is recognized by the linear method and reflects the expected standard for the use of future economic benefits, which corresponds to the useful life of the assets that make up the infrastructure according to the provisions of the regulatory body.<br><br><br>The amortization of assets is discontinued when the respective asset is used or downloaded in full and is no longer included in the basis of calculation of the tariff for the provision of concession services, whichever occurs first. |
| e)Railway Concession Rights<br><br><br>Railway concession rights were fully allocated to the Rumo Malha Norte concession and amortized in a straight-line basis until the end of the concession in 2079.<br><br><br>f)Port authorization and license<br><br><br>The license that authorizes the installation of a private port terminal, with no expiration date as long as the property is used for this purpose.<br><br><br>Use and operation right contracts arising from business combinations are initially recognized as intangible assets at fair value and amortized over the term of the contract.<br><br><br>g)Supply Contracts<br><br><br>The subsidiary Biometano Verde Paulínia has entered into a purchase and sale agreement for biogas produced at the Paulínia landfill, where the purification plant is located. The contract has a term of 20 years, and its amortization is conditional upon the commencement date of operations. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| h)Amortization<br><br><br>Except for goodwill and intangible assets with indefinite useful life, intangible assets are amortized using a straight-line method over their estimated useful lives, beginning on the date they are acquired or made available for use.<br><br><br>i)Assets with an indefinite useful life.<br><br><br>Intangible assets with an indefinite useful life are not amortized, but are tested annually for impairment losses. This sub-group is made up of goodwill and trademarks and patents. The Company expects these brands and patents to generate positive cash flows for as long as the Company retains ownership, contributing indefinitely to its cash flows since they are consolidated brands in the markets in which they are present.<br><br><br>At each reporting date, the depreciation methods, useful lives, and residual values are evaluated and adjusted as necessary. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Parent Company | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Goodwill | Concession right | Licenses | Brands and patents | Customer relationships | Supply Agreement | Other | Total | Total | |||||||||
| Cost | |||||||||||||||||
| Balance as of January 1, 2024 | 1,391,974 | 24,297,484 | 243,044 | 155,480 | 2,630,947 | 574,363 | 635,380 | 29,928,672 | 22,356 | ||||||||
| Additions | — | 12,088 | — | — | 87,146 | — | 90,575 | 189,809 | 4,485 | ||||||||
| Write-offs | — | (141,588) | — | — | (81) | — | (5,814) | (147,483) | — | ||||||||
| Transfers | 7,824 | 3,296,505 | — | 1,249 | 19,313 | — | — | 3,324,891 | — | ||||||||
| Exchange differences | — | 1,431,644 | (3,235) | — | (17) | — | 41,662 | 1,470,054 | 16 | ||||||||
| Assets held for sale | 185,223 | 11,500 | 28,403 | 39,341 | 341,454 | — | 25,940 | 631,861 | — | ||||||||
| Balance as of December 31, 2024 | 1,585,021 | 28,907,633 | 268,212 | 196,070 | 3,078,762 | 574,363 | 787,743 | 35,397,804 | 26,857 | ||||||||
| Additions | — | 583 | — | — | 94,344 | — | 109,315 | 204,242 | 3,507 | ||||||||
| Write-offs | (4,419) | (152,365) | — | (284) | — | — | (375) | (157,443) | — | ||||||||
| Business combination | 264,992 | — | — | 14,280 | 58,110 | — | 2,207 | 339,589 | — | ||||||||
| Transfers (i) | (156) | 1,518,316 | (14,177) | — | 39,698 | — | 41,208 | 1,584,889 | 753 | ||||||||
| Exchange differences | (81,549) | (5,872) | (6,613) | (16,615) | (159,510) | — | (8,558) | (278,717) | — | ||||||||
| Balance as of December 31, 2025 | 1,763,889 | 30,268,295 | 247,422 | 193,451 | 3,111,404 | 574,363 | 931,540 | 37,090,364 | 31,117 | ||||||||
| Amortization | |||||||||||||||||
| Balance as of January 1, 2024 | — | (5,476,918) | (63,216) | (9,201) | (1,288,556) | — | (440,494) | (7,278,385) | (15,493) | ||||||||
| Additions | — | (960,471) | (6,978) | — | (364,926) | — | (44,359) | (1,376,734) | (1,491) | ||||||||
| Write-offs | — | 87,433 | — | — | — | — | 659 | 88,092 | — | ||||||||
| Business combination | — | (391,372) | — | — | — | — | 3,264 | (388,108) | — | ||||||||
| Transfers | — | — | — | — | — | — | (762) | (762) | — | ||||||||
| Exchange differences | — | (11,500) | (9,674) | — | (82,913) | — | (2,597) | (106,684) | — | ||||||||
| Impairment | — | — | — | — | — | — | (4,438) | (4,438) | — | ||||||||
| Balance as of December 31, 2024 | — | (6,752,828) | (79,868) | (9,201) | (1,736,395) | — | (488,727) | (9,067,019) | (16,984) | ||||||||
| Additions | — | (1,077,772) | (6,963) | (683) | (284,047) | — | (70,238) | (1,439,703) | (2,418) | ||||||||
| Write-offs | — | 78,446 | — | — | — | — | 306 | 78,752 | — | ||||||||
| Transfers (i) | — | 5,329 | — | — | — | — | (43) | 5,286 | — | ||||||||
| Exchange differences | — | 5,872 | (1,229) | — | 47,306 | — | 1,038 | 52,987 | — | ||||||||
| Impairment | — | — | — | — | — | — | (14,041) | (14,041) | — | ||||||||
| Balance as of December 31, 2025 | — | (7,740,953) | (88,060) | (9,884) | (1,973,136) | — | (571,705) | (10,383,738) | (19,402) | ||||||||
| Balance as of December 31, 2024 | 1,585,021 | 22,154,805 | 188,344 | 186,869 | 1,342,367 | 574,363 | 299,016 | 26,330,785 | 9,873 | ||||||||
| Balance as of December 31, 2025 | 1,763,889 | 22,527,342 | 159,362 | 183,567 | 1,138,268 | 574,363 | 359,835 | 26,706,626 | 11,715 | ||||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (i) | The amount shown in the "Transfers" lines includes the following transactions: R$ 1,634,254 transferred from contract assets; R$ 137,157 transferred to financial assets; R$ 69,881 transferred from fixed assets; R$ 55,062 reclassified from recoverable taxes; and R$ 31,865 transferred to assets held for sale. |
|---|
a)Amortization methods and useful lives:
| Intangible assets (except goodwill) | Annual amortization rate | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Concession Rights | ||||||
| Compass | From 3.54% a 4.58% | 16,254,789 | 15,762,227 | |||
| Rumo | 1.59% | 6,272,553 | 6,392,578 | |||
| 22,527,342 | 22,154,805 | |||||
| Licenses and authorizations | ||||||
| Port operating license | 3.70% | 44,375 | 44,375 | |||
| Moove | 5.00% | 114,987 | 143,969 | |||
| 159,362 | 188,344 | |||||
| Brands and patents | ||||||
| Comma | Indefinity | 56,577 | 59,255 | |||
| Petrochoice | Indefinity | 110,803 | 125,175 | |||
| Tirreno | Indefinity | 2,439 | 2,439 | |||
| Pax | Indefinity | 13,253 | — | |||
| Tamco | Indefinity | 495 | — | |||
| 183,567 | 186,869 | |||||
| Customer relationships | ||||||
| Compass | 20.00% a 50.00% | 228,220 | 234,533 | |||
| Moove | 20.00% a 30.00% | 910,048 | 1,107,834 | |||
| 1,138,268 | 1,342,367 | |||||
| Supply contract | ||||||
| Compass | 5.00% (i) | 574,363 | 574,363 | |||
| 574,363 | 574,363 | |||||
| Other | ||||||
| Software license | 20.00% | 230,983 | 220,084 | |||
| Other | 20.00% | 128,852 | 78,932 | |||
| 359,835 | 299,016 | |||||
| Total | 24,942,737 | 24,745,764 | ||||
| (i) | The amortization of the contract is conditional upon the commencement of supply. | |||||
| --- | --- | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b)Goodwill and intangibles with an indefinite useful life
Below we show the carrying amount of goodwill and intangible assets with indefinite useful lives allocated to each of the cash generating units:
| December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Goodwill | Brands and patents | Goodwill | Brands and patents | |||||
| UGC Moove | 1,626,168 | 183,567 | 1,447,300 | 186,869 | ||||
| UGC Compass | 100,192 | — | 100,192 | — | ||||
| UGC Rumo | 37,529 | — | 37,529 | — | ||||
| 1,763,889 | 183,567 | 1,585,021 | 186,869 |
The Company's future cash flow projections generally apply growth rates of 3.36% (3.55% as of December 31, 2024), which in no case are increasing or exceeding the average long-term growth rates for the sector and country in question.
Cash flows are discounted at a given rate, before taxes, to calculate their present value. The discount rates, before taxes and expressed in nominal terms, ranged from 11.00% to 13.18% as of December 31, 2025 (from 10.90% to 13.43% as of December 31, 2024).
The main assumptions for the first year of the financial model consider inflation and Gross Domestic Product (“GDP”) by region where UGC is located, in addition to the Cosan Group's market strategies and opportunities. The main assumptions considered for the remaining years of the model are related to inflation and market growth in the sector. The discount rate used is WACC, for which the main assumptions are: risk-free rate, market risk premium, and inflation. Most of the assumptions are obtained from external sources of information.
Future cash flows were constructed considering: (i) EBITDA for the cash-generating unit, adjusted for other relevant operating cash items and recurring capital expenditures; (ii) the Cosan Group's discount rate (WACC) before taxes; and (iii) a growth rate calculated using the inflation index by region.
The annual impairment test used the following assumptions:
| Premises | % yearly | |
|---|---|---|
| Risk-free rate (T-Note 10y) | 3.67% | |
| Inflation (Brazil) | 3.76% | |
| Inflation (US) | 2.22% | |
| Inflation (UK) | 2.12% | |
| Country risk Prize (BR) | 3.70% | |
| Country risk Prize (UK) | 0.89% | |
| Country risk Prize (ARG) | 14.80% | |
| Market risk Prize | 3.73% | |
| Tax rate (BR) | 34.00% | |
| Tax rate (UK) | 25.00% | |
| Tax rate (ARG) | 35.00% |
For Moove, we performed a sensitivity analysis on key assumptions, the Weighted Average Cost of Capital (WACC), and the Compound Annual Growth Rate (CAGR). The analyses indicate that, in the case of the North America CGU, either an increase of 2.1% in the WACC, on a nominal pre-tax basis, or a decrease in the CAGR of unit revenue growth over the five-year period to below 0.8%, would represent scenarios in which a reduction in the recoverable amount could occur. A CAGR of 1.3% was applied in the impairment test. For the other UGCs, management does not expect reasonably possible changes in key assumptions to result in a reduction of the recoverable amount.
Determining the recoverability of assets depends on certain key assumptions that are influenced by the market, technological, and economic conditions prevailing at the time this recovery is tested; therefore, it is not possible to predict whether there will be future losses due to a reduction in recoverability and, if so, whether they would be material.
Except for the provisions presented in Note 11.6, the Company did not identify any additional impairment indicators during the year ended December 31, 2025. Consequently, no impairment test was required for the remaining PP&E, rights of use and intangible assets with a defined useful life.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
11.3 Contract assets
| Accounting policy:<br><br><br>Contract assets represent the<br>Company’s contractual right, through its subsidiaries, related to<br><br><br> construction work in progress related to the gas distribution concession. They are measured at acquisition cost, including borrowing costs capitalized against construction revenue.<br><br><br>Until the contract assets enter into operation and can be considered in the tariff-setting base for the provision of the services under the concession, the amounts represent a contractual right to receive cash from the granting authority.<br><br><br>When the assets enter into operation, the portion that is amortizable over the term of the concession is transferred to intangible assets, while the amortizable portion that exceeds the concession term is converted into a financial asset, as it represents a receivable from the granting authority. | |||||
|---|---|---|---|---|---|
| Compass | Moove | Total | |||
| --- | --- | --- | --- | --- | --- |
| Balance as of January 1, 2024 | 1,041,421 | 10,684 | 1,052,105 | ||
| Additions | 1,602,284 | 16,564 | 1,618,848 | ||
| Write-offs | (4,650) | (22,881) | (27,531) | ||
| Transfers | (1,585,219) | — | (1,585,219) | ||
| Business combination | 56,627 | — | 56,627 | ||
| Balance as of December 31, 2024 | 1,110,463 | 4,367 | 1,114,830 | ||
| Additions | 1,568,285 | 15,249 | 1,583,534 | ||
| Write-offs | 1,837 | (16,773) | (14,936) | ||
| Transfers^(i)^ | (1,638,815) | — | (1,638,815) | ||
| Balance as of December 31, 2025 | 1,041,770 | 2,843 | 1,044,613 | ||
| (i) | The amount indicated in the transfer line includes R$ 1,634,254 transferred to intangible assets, R$ 7,913 reallocated to inventory and R$ 3,352 in recoverable taxes. | ||||
| --- | --- |
During the fiscal year ended December 31, 2025, the Company's subsidiaries added R$ 181,505 to intangible assets (R$ 137,399 in the fiscal year ended December 31, 2024) through workforce capitalization.
a) Capitalization of borrowing costs
During the fiscal year ended December 31, 2025, Comgás, an indirectly controlled subsidiary of the Company, capitalized R$ 79,018 in borrowing costs at a weighted average interest rate of 13.78% per annum (R$ 78,980 at 10.47% per annum in the fiscal year ended December 31, 2024).
During the fiscal year ended December 31, 2025, Sulgás, an indirectly controlled subsidiary of the Company, capitalized R$ 2,965 in borrowing costs at a weighted average interest rate of 12.20% p.a. (R$ 2,908 at 5.81% p.a. in the fiscal year ended December 31, 2024).
11.4 Right-of-use assets
| Accounting policy:<br><br><br>The right-of-use asset is initially measured at cost, which includes:<br><ul><br><li class="mylistitemclass"><font>The initial measurement value of the lease liability, adjusted for any lease payments made up to the commencement date;</font></li><br><li class="mylistitemclass"><font>Any initial direct costs incurred by the lessee;</font></li><br><li class="mylistitemclass"><font>An estimate of the costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site where it is located, or restoring the underlying asset to the condition required by the terms and conditions of the lease;</font></li><br><li class="mylistitemclass"><font>Less any lease incentives received.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ul><br><br>The right-of-use asset is then depreciated on a straight-line basis from the date of commencement until the end of the lease term, unless the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, or if the cost of the lease right-of-use asset reflects the likelihood that the lessee will exercise the purchase option. In this instance, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined in the same manner as property, plant, and equipment. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses, if any.<br><br><br>Railway concessions are usually classified and measured under Interpretation IFRIC 12 - Service Concession Arrangements. However, as they do not meet the criteria defined in this interpretation, the Company recognized its concession contracts as a right-of-use asset. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Consolidated | Parent Company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land, buildings and improvements | Machine, equipment, and installations | Wagons and locomotives | Software | Vehicles | Floating storage and regasification | Railway and port infrastructure | Total | Total | |||||||||
| Cost | |||||||||||||||||
| Balance as of January 1, 2024 | 517,089 | 521,120 | 943,428 | 85,949 | 60,164 | 1,533,969 | 8,096,285 | 11,758,004 | 42,655 | ||||||||
| Additions | 54,516 | 62,354 | 4,420 | — | 98,445 | 60,465 | 801,375 | 1,081,575 | 1,414 | ||||||||
| Contractual adjustments | 3,928 | 298 | 9,412 | 1,771 | 20 | — | 82,927 | 98,356 | 10 | ||||||||
| Write-offs | (14,196) | (550) | — | — | (190) | — | — | (14,936) | — | ||||||||
| Business combination | 21,531 | — | — | — | 2,626 | — | — | 24,157 | — | ||||||||
| Exchange differences | 63,156 | 5,992 | — | — | 15,632 | — | — | 84,780 | — | ||||||||
| Balance as of December 31, 2024 | 646,024 | 589,214 | 957,260 | 87,720 | 176,697 | 1,594,434 | 8,980,587 | 13,031,936 | 44,079 | ||||||||
| Additions | 132,165 | 31,900 | — | — | 105,274 | 59,482 | 150,410 | 479,231 | — | ||||||||
| Contractual adjustments | 9,737 | 60,571 | 10,494 | 259 | (7,172) | — | 178,776 | 252,665 | — | ||||||||
| Write-offs | (20,583) | (44,941) | — | — | (332) | — | — | (65,856) | — | ||||||||
| Transfers ^(i)^ | — | — | (686,837) | — | — | — | — | (686,837) | — | ||||||||
| Exchange differences | (32,420) | (4,048) | — | — | (15,616) | — | — | (52,084) | — | ||||||||
| Fair value adjustment | 10,063 | 13 | — | — | 168 | — | — | 10,244 | — | ||||||||
| Balance as of December 31, 2025 | 744,986 | 632,709 | 280,917 | 87,979 | 259,019 | 1,653,916 | 9,309,773 | 12,969,299 | 44,079 | ||||||||
| Amortization | |||||||||||||||||
| Balance as of January 1, 2024 | (187,268) | (146,748) | (468,555) | (25,354) | (34,737) | (38,349) | (1,343,475) | (2,244,486) | (20,455) | ||||||||
| Additions | (107,047) | (59,510) | (33,829) | (4,499) | (17,581) | (78,030) | (308,047) | (608,543) | (6,067) | ||||||||
| Write-offs | 3,610 | 247 | (2,761) | — | 1,872 | — | — | 2,968 | — | ||||||||
| Exchange differences | (25,523) | (3,616) | — | — | (3,473) | — | — | (32,612) | — | ||||||||
| Business combination | (4,902) | — | — | — | (726) | — | — | (5,628) | — | ||||||||
| Impairment | — | — | — | — | — | — | (184,884) | (184,884) | — | ||||||||
| Balance as of December 31, 2024 | (321,130) | (209,627) | (505,145) | (29,853) | (54,645) | (116,379) | (1,836,406) | (3,073,185) | (26,522) | ||||||||
| Additions | (132,054) | (73,751) | (16,318) | (4,788) | (56,070) | (81,278) | (256,778) | (621,037) | (5,195) | ||||||||
| Write-offs | 10,421 | 23,373 | — | — | 1,470 | — | — | 35,264 | 287 | ||||||||
| Transfers ^(i)^ | — | — | 372,463 | — | — | — | — | 372,463 | — | ||||||||
| Exchange differences | 16,214 | 2,430 | — | — | 1,748 | — | — | 20,392 | — | ||||||||
| Impairment | (627) | (134) | (253) | — | — | — | (39,253) | (40,267) | — | ||||||||
| Balance as of December 31, 2025 | (427,176) | (257,709) | (149,253) | (34,641) | (107,497) | (197,657) | (2,132,437) | (3,306,370) | (31,430) | ||||||||
| Balance as of December 31, 2024 | 324,894 | 379,587 | 452,115 | 57,867 | 122,052 | 1,478,055 | 7,144,181 | 9,958,751 | 17,557 | ||||||||
| Balance as of December 31, 2025 | 317,810 | 375,000 | 131,664 | 53,338 | 151,522 | 1,456,259 | 7,177,336 | 9,662,929 | 12,649 | ||||||||
| (i) | The amount indicated in the transfer line includes R$ (314,374) transferred to fixed assets. | ||||||||||||||||
| --- | --- | ||||||||||||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
11.5 Investment properties
| Accounting policy:<br><br><br>Investment<br> properties are initially value at cost, including transaction costs. Upon<br> initial recognition, investment properties are measured at fair value, which<br> reflects market conditions at the reporting date, with changes recorded in<br> the statement of profit or loss.<br><br><br>Revenue<br> from the sale of agricultural properties is recognized in profit or loss only<br> when the following conditions are met:<br><br><br>i.<br> the sale is complete;<br><br><br>ii.<br> the Company determines that payment by the buyer is probable;<br><br><br>iii.<br> the revenue can be reliably measured; and<br><br><br>iv.<br> the Company has transferred all risks associated with the property to the<br> buyer and no longer has any involvement with the property.<br><br><br>The<br> gains from the sale of agricultural properties are reported as net income on<br> the statement of profit or loss, while the costs are reported as cost of<br> properties sold.<br><br><br>The<br> fair value of agricultural properties was determined using the direct<br> comparative method of market data applied to transactions involving<br> comparable properties (type, location, and quality of property) and, to a<br> lesser extent, using sales quotes for potential transactions involving<br> comparable assets (level 3).<br><br><br>The<br> methodology used to determine fair value considers direct comparisons of<br> market information, such as market surveys, value normalization, spot market<br> prices, sales, distances, infrastructure, land access, topography and soil<br> conditions, land use (type of crop), and rainfall levels, among other data.<br> This methodology is in accordance with the standards issued by the Brazilian<br> Association of Technical Standards (Associação Brasileira de Normas Técnicas, or "ABNT").<br><br><br>The<br> discount rate was 9.25% p.a. on December 31, 2025 (6.06% p.a. and 10.40% p.a.<br> on December 31, 2024).<br><br><br>The portfolio is evaluated annually by<br> external specialists and periodically by internal professionals who are<br> technically qualified to conduct this type of evaluation. | |
|---|---|
| Investment properties | |
| --- | --- |
| Balance as of January 1, 2024 | 15,976,126 |
| Change in the fair value of investment properties | 1,273,033 |
| Additions | 7,055 |
| Transfers | (437,080) |
| Write-offs | (215) |
| Balance as of December 31, 2024 | 16,818,919 |
| Change in the fair value of investment properties | 1,441,276 |
| Additions | 16,463 |
| Transfers (Note 8) | (50,403) |
| Write-offs | (4,474) |
| Balance as of December 31, 2025 | 18,221,781 |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
11.6 Impairment loss
| December 31, 2025 | |||
|---|---|---|---|
| Parent Company | Consolidated | ||
| Rumo Malha Sul S.A. | — | 1,227,872 | |
| TUP Porto São Luís S.A. | 265,880 | 265,880 | |
| Total | 265,880 | 1,493,752 |
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 generated 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 fiscal year ended December 31, 2025, 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 year's results was R$ 1,227,872.
The recoverable amount of the unit was determined from its value in use, obtained through discounted cash flow, prepared basis on updated projections approved by Management. The last projection made, until the full recognition of the asset impairment provision , used the following main assumptions:
| • | Projection period: until February 2027. |
|---|---|
| • | Volume: A decline in unit volume is expected in 2025, followed by a recovery with 7.1% growth in 2026, basis on management's expectations for market development. |
| • | Selling price: considers a 0.8% drop in the average price by 2026 and is basis on current industry trends and includes inflation forecasts for Brazil. |
| • | Variable costs and maintenance: included according to historical data and without capacity increases. |
| • | The projected investments relate to the maintenance of the Concession and are based on the historical experience of Rumo's Management. The investments do not include capacity increases. No incremental revenue or cost savings were considered in the value-in-use model as a result of this expenditure. |
| • | The nominal Discount rate of 14.26%, estimated using the weighted average cost of capital. |
TUP Porto São Luís S.A.
As of December 31, 2025, the Company assessed the fair value less costs to sell of its interest in TUP Porto São Luís S.A. (Porto São Luís), classified as an asset held for sale. The fair value was determined basis on a non-binding offer, considered the best available evidence of the price that would be charged by market participants, adjusted for estimated disposal costs.
As a result of this assessment, a impairment loss of R$ 265,880 was recognized.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
12 Commitments
Gas supply
Natural gas supply contracts have specific characteristics, including minimum withdrawal obligations by the Company (take-or-pay for the commodity and ship-or-pay for transportation). If the Company consumes volumes below the contracted minimums, it is required to pay the difference between the consumed volume and the minimum contracted volumes, with the possibility of offsetting such differences through additional consumption during the contract term, provided that consumption exceeds the minimum contracted amount.
Additionally, the contracts allow for the recovery of any accumulated volume. Based on consumption projections and current contractual conditions, management estimates that it will be possible to fully recover the volumes accumulated to date, considering that, during the recovery period, no new accumulations related to the minimum commitments for that period will occur.
Given the recoverable nature of these rights, amounts paid but not used are recognized as an asset under ‘Unused transportation.’ Management applies significant estimates and judgments to assess the recoverability of these volumes, taking into account demand projections, market conditions, and consumption history, which are subject to periodic review and may be adjusted in future periods depending on economic and operational circumstances.
Considering the current gas supply contracts, the subsidiaries have financial commitments totaling an estimated present value of R$ 22,926,446.
Rumo concession
The sub-concession contracts in which Rumo, through its subsidiaries generally include commitments to execute investments with certain characteristics during the term of the agreement. These include:
| (i) | The second addendum to the renewal of the Paulista rail network concession, signed on May 27, 2020, stipulated the execution, throughout the concession period, of a set of investment projects aimed at increasing capacity and reducing urban conflicts, estimated by the agency at R$ 6,100,000 (value updated to December 2017). Part of this amount comprises the obligations outlined in the second addendum. |
|---|---|
| (ii) | On May 27, 2024, through the 6th addendum to the Paulista Railway concession contract, the works and deadlines of the obligations assumed at the time of the signing of the 2nd Addendum to the Contract were renegotiated. |
| (iii) | The Subconcession Agreement of the Central Network stipulates investments within a defined timeframe (ranging from one to three years from the date of contract execution on July 31, 2019), estimated by ANTT at R$ 645,573. |
13 Concessions payable
| Accounting policy:<br><br><br>The<br> Company records concessions payable as follows:<br><br><br>•Lease Installments in Dispute: The balance of lease installments involved in<br> disputes with the granting authority is initially recorded at the installment<br> value upon maturity, by transferring it from the “Lease Liabilities” account.<br> The amounts are subsequently adjusted by the Selic rate.<br><br><br>•Balances in Installments with the Granting Authority: Balances in installments with<br> the Granting Authority are initially recorded at the remaining amount due<br> upon resolution of the dispute. The amounts are adjusted by the Selic rate<br> until payment.<br><br><br>•Concession Rights Grants: Balances payable as concession rights grants (“Concessions<br> and Grants”) are initially recorded against intangible assets (Note 11.2).<br> Subsequent measurement occurs at the effective rate. |
|---|
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Lease and concession in dispute: | |||
| Rumo Malha Oeste S.A. | 2,786,696 | 2,442,600 | |
| 2,786,696 | 2,442,600 | ||
| Installment Leases : | |||
| Rumo Malha Paulista S.A. | 805,884 | 940,215 | |
| 805,884 | 940,215 | ||
| Concessions: | |||
| Rumo Malha Sul S.A. | 61,339 | 68,487 | |
| Rumo Malha Paulista S.A. | 298,340 | 238,146 | |
| Rumo Malha Central S.A. | 35,986 | 31,742 | |
| 395,665 | 338,375 | ||
| Total | 3,988,245 | 3,721,190 | |
| Current | 189,076 | 166,273 | |
| Non-current | 3,799,169 | 3,554,917 | |
| 3,988,245 | 3,721,190 |
a) Disputed lease and concession
On July 21, 2020, Rumo, a subsidiary of the Company, filed a request with ANTT to join the third-party re-bidding process for the object of the Concession Contract signed between Rumo Malha Oeste and the Union, through the Ministry of Transport (Re-bidding Process), under the terms of Law No. 13,448, of June 5, 2017, and regulated by Decree No. 9,957, of August 7, 2019.
As a result of this process, an addendum to the concession contract was signed and, by joint decision of the parties, the action for economic and financial rebalancing filed by Rumo Malha Oeste against the Union was suspended. This action had a favorable judgment in the first instance and was awaiting appeal judgment in the Regional Federal Court.
The total amount of judicial deposits related to the cases is R$ 30,202 as of December 31, 2025 (R$ 27,897 as of December 31, 2024).
b) Leases and grants within the scope of CPC 06 R2/IFRS 16
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Leases: | |||
| Rumo Malha Sul S.A. | 175,328 | 309,269 | |
| Rumo Malha Paulista S.A. | 295,476 | 363,588 | |
| Rumo Malha Oeste S.A. | 17,412 | 82,331 | |
| 488,216 | 755,188 | ||
| Grants: | |||
| Rumo Malha Paulista S.A (renewal) | 1,834,965 | 1,673,889 | |
| Rumo Malha Central S.A. | 1,314,214 | 1,111,043 | |
| 3,149,179 | 2,784,932 | ||
| Total | 3,637,395 | 3,540,120 | |
| Current | 541,272 | 547,492 | |
| Non-current | 3,096,123 | 2,992,628 | |
| 3,637,395 | 3,540,120 | ||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
14 Other taxes payable
| Accounting policy:<br><br><br>The Company incurs various taxes and contributions, including municipal, state, and federal taxes, taxes on regulatory fees, and income tax, among others. Additionally, it is subject to other taxes that the Company is obliged to collect as withholding taxes from third parties and which generally do not represent an expense. | |||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Consolidated | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Tax debts installments | 145,173 | 219,429 | 161,182 | 254,302 | |||
| ICMS | 1 | 3 | 188,080 | 227,563 | |||
| COFINS | 16,388 | 53,496 | 114,361 | 152,066 | |||
| PIS | 2,971 | 2,893 | 23,046 | 24,054 | |||
| Social Security charges | 16,974 | 17,163 | 51,648 | 50,975 | |||
| IRRF | — | — | 13,006 | 40,708 | |||
| Other | 2,811 | 1,416 | 150,587 | 143,419 | |||
| 184,318 | 294,400 | 701,910 | 893,087 | ||||
| Current | 34,951 | 78,197 | 525,208 | 637,842 | |||
| Non-current | 149,367 | 216,203 | 176,702 | 255,245 | |||
| Total | 184,318 | 294,400 | 701,910 | 893,087 |
The amounts due in non-current liabilities have the following maturity schedule:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| From 13 to 24 months | — | — | 8,379 | 6,667 | |||
| From 25 to 36 months | — | — | 2,676 | 7,957 | |||
| From 37 to 48 months | — | — | — | 919 | |||
| From 49 to 60 months | — | — | — | 996 | |||
| Over 60 months | 149,367 | 216,203 | 165,647 | 238,706 | |||
| 149,367 | 216,203 | 176,702 | 255,245 |
Brazilian Tax Reform
(IBS and CBS)
Constitutional Amendment N^o^. 132, dated December 20, 2023, and Complementary Law N^o^. 214, dated January 16, 2025, established the Reform of the National Tax System on consumption. This reform promotes the gradual replacement of taxes currently levied on goods and services—notably PIS, COFINS, ICMS, and the tax on services (Imposto sobre Serviços, or “ISS”)—with the tax on goods and services (Impostosobre Bens e Serviços, or “IBS”) and the contribution on goods and services (Contribuição sobre Bens e Serviços, or “CBS”).
The legislation establishes a transition period starting in 2026. During this period, current taxes will coexist with the new taxes, with full implementation scheduled for subsequent fiscal years according to the legal timetable.
The Cosan Group operates in various economic segments through its subsidiaries and associates. These segments include energy and fuels, logistics and transportation, mobility and lubricants, infrastructure and real estate assets, and agricultural and related activities, among others. Each segment has distinct operational models, value chains, and tax regimes, which may lead to different effects from the implementation of IBS and CBS, depending on the specific regulations for each activity.
In this context, impacts from the Tax Reform will likely materialize mainly in the Group’s operating subsidiaries. These could have indirect effects on the consolidated financial statements, including changes to cost structures, pricing, tax credit dynamics, and consolidated cash flows, among other aspects.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Management has formed internal working groups to monitor the Tax Reform. These groups cover regulatory analyses, economic and financial assessments, and system adaptations, with support from specialized external advisors. These analyses are ongoing and consider factors such as the development of implementing regulations, interpretations by relevant authorities, and the specifics of each of the Company’s operating segments.
As of December 31, 2025, there are no impacts from the Tax Reform on Consumption to recognize. Management will continue to monitor changes in applicable legislation and regulations, as well as relevant operational developments, to assess promptly any need for recognition or additional disclosures.
- Income taxes
| Accounting policy:<br><br><br>The total rate of income tax and social contribution is 34%. Current tax and deferred tax are recognized in profit or loss, with the exception of certain transactions which are directly recognized in shareholder’s equity or other comprehensive income.<br><br><br>a) Current tax<br><br><br>It is the expected tax payable or receivable on taxable profit or loss for the year, using tax rates enacted or substantively enacted as of the date of the financial position, as well as any adjustments to tax payable in respect of prior years. |
|---|
| b) Deferred tax<br><br><br>Deferred tax is recognized as temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation and tax loss.<br><br><br>The measurement of deferred tax reflects how the Company expects, at the end of the reporting period, to realize or settle the carrying value of its assets and liabilities. Deferred tax is measured at the rates anticipated to be applied to temporary differences upon their reversal, using rates enacted or substantively enacted as of the date of the financial position.<br><br><br>If there is a legally enforceable right to offset current tax assets and liabilities, and if they relate to taxes imposed by the same tax authority on the same taxable entity, deferred tax assets and liabilities are offset. |
| c) Tax Exposure<br><br><br>In calculating the amount of current and deferred tax, the Company considers the impact of uncertain tax positions and the possibility of additional taxes and interest being owed. This evaluation is based on estimates and hypotheses and may involve a series of future event judgments. New information may become available, causing the Company to change its opinion regarding the sufficiency of existing tax liabilities; such changes in tax obligations will have an impact on tax expenses in the period in which the determination is made. |
| d) Recoverability of deferred income tax<br><br><br>When evaluating the recoverability of deferred taxes, Management takes future taxable income projections and changes in temporary differences into account. The recoverability of the deferred tax asset in the parent company depends on taxable income projections. When it is unlikely that a portion or all the tax liability will be realized, the tax asset is reversed. No deadline exists for the utilization of tax losses and negative bases, but the utilization of these accumulated losses from prior years is limited to 30% of annual taxable income.<br><br><br>The Company and its subsidiaries are committed to good tax practices, observing the applicable laws and regulations in the countries where they operate. They also commit to adopting transfer pricing policies aligned with the arm’s‑length principle and with the rules established by the tax legislation of the jurisdictions in which they operate, ensuring transparency in transactions, business ethics, and the non‑use of practices that result in the artificial reduction of the tax burden. |
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Notes to consolidated 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 December 31, | ||||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Loss before taxes | (9,129,119) | (8,893,751) | (7,991,285) | (5,245,119) | ||||
| Income tax and social contribution at nominal rate (34%) | 3,103,900 | 3,023,875 | 2,717,037 | 1,783,340 | ||||
| Adjustments for calculating the effective rate | ||||||||
| Interest in earnings of investees (non-taxable income) | (2,036,167) | (1,054,960) | (3,626,134) | (1,422,337) | ||||
| Result of companies abroad | (37,949) | (70,643) | (105,143) | (93,121) | ||||
| Granted income tax incentive | — | — | 346,386 | 407,231 | ||||
| Interest on shareholders’ equity | — | — | (26,895) | (174,335) | ||||
| Non-deductible expenses (donations, gifts, etc.) | — | — | (11,477) | (23,234) | ||||
| Tax losses not recorded | (1,760,414) | (2,560,406) | (2,362,375) | (4,193,767) | ||||
| ICMS benefit - extemporaneous tax credits | — | — | (1,263) | 20,490 | ||||
| ICMS benefit - current year | — | — | — | (521) | ||||
| Provision for non-realization of the benefit of the federative covenant - Interest and Fine | — | — | — | 25,851 | ||||
| Selic on indebtedness | 22,260 | 19,861 | 50,686 | 60,873 | ||||
| Rate differential (i) | — | — | 454,416 | 534,837 | ||||
| Other | 115,364 | (72,858) | 361,646 | (115,829) | ||||
| Income tax and social contribution (current and deferred) | (593,006) | (715,131) | (2,203,116) | (3,190,522) | ||||
| Effective rate - % | 6.50% | 8.04% | 27.57% | 60.83% | ||||
| (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. | |||||||
| --- | --- |
b) Deferred income tax assets and liabilities:
Below are presented the tax effects of temporary differences that give rise to significant parts of the company's deferred tax assets and liabilities:
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Deferred tax assets from: | |||||||
| Income taxes losses | — | — | 1,777,782 | 1,699,262 | |||
| Negative base of social contribution | — | — | 590,380 | 560,110 | |||
| Temporary differences: | |||||||
| Foreign exchange variation - Loans and borrowings | 1,180,030 | 2,159,160 | 1,366,606 | 2,669,489 | |||
| Provision for lawsuits | 61,215 | 64,335 | 257,691 | 272,886 | |||
| Impairment provision (Rumo Malha Oeste) | — | — | 30,547 | 23,436 | |||
| Post-employment benefit obligation | — | — | 129,938 | 128,046 | |||
| Provisions for uncertain tax credits and tax losses | — | — | 53,662 | 44,202 | |||
| Provision for non- recoverability of taxes | 2,580 | 2,580 | 68,210 | 70,719 | |||
| Share-based payment transactions | 25,933 | 19,336 | 90,861 | 103,454 | |||
| Lease | 1,916 | 2,347 | 236,278 | 312,402 | |||
| Unrealized loss with derivatives | 271,198 | — | 696,110 | 390,622 | |||
| Fair value adjustment on debts | — | — | 32,268 | — | |||
| Provisions for profit sharing | 15,638 | 11,212 | 118,658 | 131,254 | |||
| Business combination - Intangible assets | — | — | 106,524 | 124,628 | |||
| Business combination – Property, plant and equipment | — | — | 1,854 | 1,854 | |||
| Selic on undue payments | 48,160 | 48,160 | 73,113 | 76,745 | |||
| Other provisions | 263,165 | 140,077 | 812,648 | 682,385 | |||
| Deferred tax on pre-operating income | — | — | 69,314 | 79,402 | |||
| Regulatory current account | — | — | — | 8,396 | |||
| Other | 23,156 | 205 | 170,404 | 245,221 | |||
| Total | 1,892,991 | 2,447,412 | 6,682,848 | 7,624,513 | |||
| Deferred tax liabilities from: | |||||||
| Temporary differences | |||||||
| Exchange rate variation - Loans and borrowings | — | — | (24,778) | (347) | |||
| Provision for lawsuits | — | — | — | (107) | |||
| Useful life review | — | — | (839,880) | (531,081) | |||
| Business combination – fixed assets | — | — | (174,359) | (161,784) | |||
| Tax goodwill | — | — | (609,096) | (645,297) | |||
| Unrealized income with derivatives | — | (156,611) | (400,672) | (369,763) | |||
| Fair value adjustment on debt | — | — | (559,450) | (801,022) | |||
| Securities and bonds | (31,434) | — | (31,437) | — | |||
| Investment properties | — | — | (567,263) | (496,395) | |||
| Goods intended for sale | — | — | (11,906) | (962) | |||
| Effects on the formation of joint ventures | (33,776) | (102,070) | (33,776) | (167,196) | |||
| Business Combination – Intangible assets | — | — | (4,902,079) | (4,990,657) | |||
| Post-employment obligations | — | — | (4,815) | (4,810) | |||
| Lease | — | — | (11,101) | (11,557) | |||
| Provisions | (449,153) | (449,153) | (449,153) | (449,153) | |||
| Other | — | 18,832 | (484,440) | (472,592) | |||
| Total | (514,363) | (689,002) | (9,104,205) | (9,102,723) | |||
| Total deferred taxes recorded | 1,378,628 | 1,758,410 | (2,421,357) | (1,478,210) | |||
| Deferred tax assets | 1,378,628 | 1,758,410 | 3,703,864 | 4,495,296 | |||
| Deferred tax liabilities | — | — | (6,125,221) | (5,973,506) | |||
| Total deferred, net | 1,378,628 | 1,758,410 | (2,421,357) | (1,478,210) | |||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company determined the period for offsetting its deferred tax assets on tax losses, social contribution negative basis and temporary differences based on the projection of its taxable income and long-term strategic planning, with the following realization expected as of December 31, 2025:
| Parent Company | Consolidated | ||
|---|---|---|---|
| Within 1 year | 927,660 | 1,338,555 | |
| 1 to 2 years | 35,136 | 284,141 | |
| 2 to 3 years | 169,877 | 525,531 | |
| 3 to 4 years | 35,136 | 342,253 | |
| 4 to 5 years | 35,136 | 204,872 | |
| 5 to 8 years | 105,409 | 628,567 | |
| 8 to 10 years | 70,274 | 379,945 | |
| 1,378,628 | 3,703,864 |
c) Movements in deferred tax assets and liabilities:
| Parent Company | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset | Tax loss and negative basis | Unrealized gains on derivatives | Provisions | Lease | Employee Benefits | Exchange rate variation - Loans and financing | Other | Total | |||||||
| Balance as of January 1, 2024 | 1,286,666 | 165,978 | 102,765 | 2,497 | 100,085 | 1,165,734 | 208,331 | 3,032,056 | |||||||
| Credited / charged from income for the year | (1,245,573) | (165,978) | 104,227 | (150) | (69,537) | 993,426 | (159,966) | (543,551) | |||||||
| Zero litigation | (41,093) | — | — | — | — | — | — | (41,093) | |||||||
| Balance as of December 31, 2024 | — | — | 206,992 | 2,347 | 30,548 | 2,159,160 | 48,365 | 2,447,412 | |||||||
| Credited / charged from income for the year | — | 271,198 | 119,968 | (431) | 11,023 | (979,130) | 22,951 | (554,421) | |||||||
| Balance as of December 31, 2025 | — | 271,198 | 326,960 | 1,916 | 41,571 | 1,180,030 | 71,316 | 1,892,991 | |||||||
| Parent Company | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Liabilities | Effects on the formation of joint ventures | Unrealized gains on derivatives | Provisions | Other | Total | ||||||||||
| Balance as of January 1, 2024 | (103,992) | — | (449,153) | — | (553,145) | ||||||||||
| Credited / charged from income for the year | 1,922 | (156,611) | — | 31,890 | (122,799) | ||||||||||
| Outros resultados abrangentes | — | — | — | (13,058) | (13,058) | ||||||||||
| Balance as of December 31, 2024 | (102,070) | (156,611) | (449,153) | 18,832 | (689,002) | ||||||||||
| Credited / charged from income for the year | 68,294 | 156,611 | (263,071) | (38,166) | |||||||||||
| Other comprehensive income | — | — | — | 2,086 | 2,086 | ||||||||||
| Cosan Oito merger | — | — | — | 210,719 | 210,719 | ||||||||||
| Balance as of December 31, 2025 | (33,776) | — | (449,153) | (31,434) | (514,363) | ||||||||||
| Total deferred taxes recognized | 1,378,628 | ||||||||||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Consolidated | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset | Tax loss<br><br><br>and negative basis | Unrealized gains on derivatives | Provisions | Leases | Post-employment obligations | Intangible assets | Exchange rate variation - Loans and financing | Other | Total | ||||||||||
| Balance as of January 1, 2024 | 3,644,051 | 823,286 | 1,045,267 | 161,840 | 150,336 | 124,379 | 1,292,954 | 828,173 | 8,070,286 | ||||||||||
| Credited / charged in the profit or loss | (1,343,586) | (433,630) | 5,398 | 4,990 | (22,290) | 249 | 1,376,535 | (181,847) | (594,181) | ||||||||||
| Other comprehensive income | — | 966 | — | 145,572 | — | — | — | — | 146,538 | ||||||||||
| Zero litigation | (41,093) | — | — | — | — | — | — | — | (41,093) | ||||||||||
| Business combination | — | — | 42,963 | — | — | — | — | — | 42,963 | ||||||||||
| Balance as of December 31, 2024 | 2,259,372 | 390,622 | 1,093,628 | 312,402 | 128,046 | 124,628 | 2,669,489 | 646,326 | 7,624,513 | ||||||||||
| Credited / charged in the profit or loss | 108,790 | 305,488 | 172,605 | (76,124) | 1,892 | (18,104) | (1,302,883) | (75,621) | (883,957) | ||||||||||
| Business combination | — | — | (43,475) | — | — | — | — | — | (43,475) | ||||||||||
| Transfers | — | — | — | — | — | — | — | (14,233) | (14,233) | ||||||||||
| Balance as of December 31, 2025 | 2,368,162 | 696,110 | 1,222,758 | 236,278 | 129,938 | 106,524 | 1,366,606 | 556,472 | 6,682,848 | ||||||||||
| Consolidated | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Liabilities | Effects on the formation of joint ventures | Unrealized gains on derivatives | Provisions | Post-employment obligations | Intangible assets | Property plant and equipment | Exchange rate variation - Loans and financing | Fair value adjustment | Other | Total | |||||||||
| Balance as of January 1, 2024 | (103,992) | (299,965) | (449,561) | (4,641) | (4,426,881) | (456,093) | (195,232) | (281,784) | (1,468,540) | (7,686,689) | |||||||||
| Credited / charged in the profit or loss | (63,204) | (69,798) | 301 | (169) | 126,999 | (74,988) | 194,885 | (519,238) | (238,926) | (644,138) | |||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | (45,513) | (45,513) | |||||||||
| Business Combination | — | — | — | — | (690,775) | — | — | — | (35,608) | (726,383) | |||||||||
| Balance as of December 31, 2024 | (167,196) | (369,763) | (449,260) | (4,810) | (4,990,657) | (531,081) | (347) | (801,022) | (1,788,587) | (9,102,723) | |||||||||
| Credited / charged in the profit or loss | 133,420 | (30,909) | 107 | (5) | 88,578 | (308,799) | (24,431) | 241,572 | (132,365) | (32,832) | |||||||||
| Transfers | — | — | — | — | — | — | — | — | 47,640 | 47,640 | |||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | (16,290) | (16,290) | |||||||||
| Balance as of December 31, 2025 | (33,776) | (400,672) | (449,153) | (4,815) | (4,902,079) | (839,880) | (24,778) | (559,450) | (1,889,602) | (9,104,205) | |||||||||
| Total deferred taxes recognized | (2,421,357) |
d) Unrecognized tax losses and temporary differences and Provision for non-realization of recoverable tax losses in the fiscal year
In the fiscal year ended December 31, 2025, the amount of unretained income tax and social contribution totaled R$ 4,211,530 in the Parent Company (R$ 2,560,406 as of December 31, 2024) and R$ 8,560,792 in the Consolidated (R$ 6,427,740 as of December 31, 2024), relating to tax losses and temporary differences. Currently, these amounts do not meet the requirements for accounting for deferred tax assets due to the lack of predictability of future taxable profit generation.
Management will continue to periodically monitor projections of future taxable profits and will adjust the provision as necessary, in accordance with changes in the Company's economic and financial conditions.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
e) Uncertainties regarding the treatment of income tax
The Company is engaged in administrative and judicial discussions with the tax authorities in Brazil regarding certain interpretations and positions adopted in the calculation of Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”). The final determination of these issues is uncertain and may be influenced by factors beyond the Company's control, such as changes in case law and modifications to tax legislation.
In accordance with ICPC 22 (IFRIC 23) - Uncertainty Regarding the Treatment of Income Taxes, the Company assesses, for each uncertain tax position, whether it is probable that the tax authority will accept the treatment adopted or planned in the calculation of taxes.
Only in cases where the Company concludes that acceptance of the tax treatment by the competent authority is unlikely are the effects of uncertainty recognized, basis on the best method for predicting the resolution of the issue — either the most probable value or the expected value.
The tax positions adopted by the Company are supported by opinions from specialized legal advisors. The Company is subject to review by the tax authorities regarding income tax for a period of up to ten years, depending on the jurisdiction in which it operates.
As of December 31, 2025, the total amount of assessments under dispute with the tax authorities related to these matters, for which it is probable that the tax authority will accept the uncertain tax treatment, was R$ 1,509,117 in the Parent Company (R$ 1,395,568 as of December 31, 2024) and R$ 6,859,878 in the Consolidated (R$ 7,052,491 as of December 31, 2024).
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.
Pillar Two tax rule
Cosan Group has subsidiaries abroad in jurisdictions where the global minimum taxation rules (“Pillar Two” – Global Anti-Base Erosion Rules, or “GloBE Rules”) have been enacted and in effect since January 1, 2024, which may, under certain circumstances, result in the requirement to pay supplementary taxes (“top-up tax”) on profits earned in those jurisdictions.
Considering that entities consolidated by Cosan Group operating in Argentina, Spain, the United States, France, the Netherlands, Luxembourg, Paraguay, Portugal, the United Kingdom, Russia, and Switzerland may be directly or indirectly covered by this legislation, the Group carried out internal assessments to estimate its potential exposure to the GloBE Rules. These assessments were based on the most recent accounting and tax information available. Based on preliminary analyses and currently available information, the Group does not expect, at this time, any material impacts or the creation of significant obligations related to Pillar Two in fiscal year 2025, without prejudice to revisions resulting from regulatory changes, applicable interpretative guidelines, and/or updates to the bases used.
In Brazil, the Additional Social Contribution on Net Income (“CSLL Additional Tax”) was established as part of the adaptation of Brazilian legislation to the GloBE Rules, through Law No. 15,079 of December 27, 2024, regulated by RFB Normative Instruction No. 2,228 of October 3, 2024, effective from January 1, 2025. The rule establishes a minimum effective tax rate of 15% for multinational groups that meet the legal criteria. Management has performed preliminary calculations based on currently available information from Brazilian subsidiaries, and there is no expectation of material impacts related to the CSLL Additional Tax.
Additionally, considering the simplifying rules foreseen under Pillar Two (safe harbors) and the expectation of their extension until 2027, Management does not foresee, at this time, any significant changes to the scenario currently observed until that date, nor any material effects associated with the application of supplementary taxes (top-up tax). Even though certain Group entities may not fully qualify under the simplifying rules and are subject to the full calculation of the GloBE Rules, the assessments carried out in both cases did not indicate material impacts or supplementary tax due. The possibility of regulatory changes, interpretative guidelines, and/or changes in the stage of implementation by applicable jurisdictions remains reserved.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
- Provision for legal proceedings and judicial deposits
| Accounting policy:<br><br><br>The provisions are recognized as liabilities when the Company has a present obligation (legal or constructive) arising from a past event, it is probable that there will be an outflow of resources to settle the obligation, and the amount of the obligation can be estimated with reasonable accuracy. The recognition of the provision is accompanied by the corresponding expense entry in the income statement.<br><br><br>The assessment of the probability of capital outflows considers the evidence available at the balance sheet date, including the regulatory hierarchy, prevailing case law, recent court decisions and their relevance to the Brazilian legal system, as well as opinions from specialized external legal advisors. provisions are reviewed at each balance sheet date and adjusted according to circumstances, such as the expiration of the statute of limitations, the conclusion of tax proceedings, or the identification of additional exposures based on new matter or judicial decisions. |
|---|
a) Probable losses and judicial deposits:
| Provision for legal proceedings | |||||||
|---|---|---|---|---|---|---|---|
| Parent Company | Consolidated | ||||||
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Tax | 204,827 | 198,385 | 694,524 | 745,896 | |||
| Civil, environmental and regulatory | 55,721 | 59,989 | 907,205 | 818,422 | |||
| Labor | 34,627 | 50,233 | 456,393 | 480,315 | |||
| Total | 295,175 | 308,607 | 2,058,122 | 2,044,633 | |||
| Judicial deposits | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Parent Company | Consolidated | ||||||
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Tax | 324,792 | 390,148 | 769,351 | 801,723 | |||
| Civil, environmental and regulatory | 15,707 | 14,675 | 182,809 | 134,058 | |||
| Labor | 11,405 | 12,146 | 120,822 | 120,909 | |||
| Total | 351,904 | 416,969 | 1,072,982 | 1,056,690 |
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 January 1, 2024 | 272,063 | 73,744 | 55,286 | 401,093 | |||
| Provisioned in the year | 114,645 | 8,632 | 1,446 | 124,723 | |||
| Write-offs by reversal / payment | (114,865) | (14,556) | (7,512) | (136,933) | |||
| Interest (i) | (73,458) | (7,831) | 1,013 | (80,276) | |||
| Balance as of December 31, 2024 | 198,385 | 59,989 | 50,233 | 308,607 | |||
| Provisioned in the year | 63,325 | 8,408 | 4,476 | 76,209 | |||
| Write-offs by reversal / payment | (48,126) | (15,160) | (14,667) | (77,953) | |||
| Interest (i) | 44,171 | 2,484 | (5,415) | 41,240 | |||
| Transfer | (52,928) | — | — | (52,928) | |||
| Balance as of December 31, 2025 | 204,827 | 55,721 | 34,627 | 295,175 | |||
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Consolidated | |||||||
|---|---|---|---|---|---|---|---|
| Tax | Civil, environmental and regulatory | Labor | Total | ||||
| Balance as of January 1, 2024 | 813,732 | 512,979 | 387,692 | 1,714,403 | |||
| Provisioned in the year | 129,619 | 181,734 | 154,193 | 465,546 | |||
| Write-offs by reversal / payment | (138,562) | (187,735) | (168,112) | (494,409) | |||
| Business combination | 1,382 | 91,913 | 4,831 | 98,126 | |||
| Interest ^(i)^ | (60,275) | 219,531 | 101,711 | 260,967 | |||
| Balance as of December 31, 2024 | 745,896 | 818,422 | 480,315 | 2,044,633 | |||
| Provisioned in the year | 69,981 | 243,209 | 122,498 | 435,688 | |||
| Write-offs by reversal / payment | (60,024) | (211,774) | (210,315) | (482,113) | |||
| Transfer | (124,484) | — | — | (124,484) | |||
| Business combination | — | 1,089 | 2,287 | 3,376 | |||
| Interest ^(i)^ | 63,155 | 56,259 | 61,608 | 181,022 | |||
| Balance as of December 31, 2025 | 694,524 | 907,205 | 456,393 | 2,058,122 | |||
| (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 | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Compensation with FINSOCIAL ^(i)^ | — | — | 351,539 | 337,351 | |||
| INSS ^(ii)^ | 85,630 | 80,576 | 117,264 | 101,399 | |||
| ICMS credit ^(iii)^ | 55,432 | 14,217 | 104,889 | 64,708 | |||
| PIS and COFINS | 5,253 | 34,073 | 6,081 | 34,412 | |||
| IPI | 23,449 | 58,002 | 23,449 | 64,969 | |||
| Other | 35,063 | 11,517 | 91,302 | 143,057 | |||
| Total | 204,827 | 198,385 | 694,524 | 745,896 | |||
| (i) | Compensation of FINSOCIAL with federal taxes, based on a September 2003 final and non-appealable court ruling in the case records where the constitutionality of FINSOCIAL was discussed. Compensation of taxes remains a topic of administrative discussion. | ||||||
| --- | --- | ||||||
| (ii) | Amount provisioned as INSS, the majority of which is comprised of amounts related to social security contributions levied on billing in accordance with article 22-A of Law 8.212/91, the constitutionality of which is being litigated. The amounts are deposited with the court. The leading case, RE 611.601 (item 281), is being decided by the Federal Supreme Court, recognizing the constitutionality of art. 22-A of Law No. 8.212/91. | ||||||
| (iii) | ICMS: Tax assessments issued by the tax authorities relating to various types of ICMS credits, including: (a) assessment, as sole debtor, for alleged non-compliance with ICMS withholding obligations in relation to a toll contract arising from an agricultural partnership between our sugarcane mills and Central Paulista Ltda. Açúcar e Álcool; (b) ICMS relating to interstate operations taxed as domestic operations and therefore subject to a higher rate, among others. | ||||||
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Notes to consolidated 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 | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Tax | 3,365,322 | 3,324,448 | 8,392,969 | 8,624,545 | |||
| Civil, environmental and regulatory | 770,606 | 1,111,756 | 6,864,896 | 6,569,528 | |||
| Labor | 15,513 | 10,189 | 814,364 | 690,535 | |||
| Total | 4,151,441 | 4,446,393 | 16,072,229 | 15,884,608 |
Tax
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Isolated fine - Federal tax^(i)^ | — | — | 856,908 | 847,582 | |||
| ICMS - Tax on circulation of goods ^(ii)^ | 1,278,584 | 1,151,523 | 3,021,717 | 2,996,997 | |||
| IRRF^(iii)^ | — | — | 925,890 | 869,346 | |||
| PIS and COFINS ^(iv)^ | 1,164,986 | 1,297,612 | 1,888,292 | 2,174,274 | |||
| MP 470 installment of debts ^(v)^ | 281,285 | 253,793 | 281,285 | 253,793 | |||
| Stock Grant Plan | — | — | 33,387 | 32,087 | |||
| IOF on loans ^(vi)^ | — | — | 68,168 | 195,098 | |||
| Reward Credit Compensation ^(vii)^ | 162,357 | 157,959 | 162,357 | 157,959 | |||
| IPI - Tax on industrialized products ^(viii)^ | 179,205 | 189,971 | 381,282 | 333,185 | |||
| INSS | 124,993 | 76,763 | 209,118 | 159,983 | |||
| IPTU Urban Property Tax ^(ix)^ | — | — | 143,077 | 128,700 | |||
| Other | 173,912 | 196,827 | 421,488 | 475,541 | |||
| Total | 3,365,322 | 3,324,448 | 8,392,969 | 8,624,545 | |||
| 127 | |||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| (i) | Among the demands related to the isolated fine, there is an assessment resulting from: (a) disregard of the REPORTO tax benefits, with the consequent application of the isolated fine corresponding to 50% of the value of the acquired goods; (b) issuance of infraction notices regarding the alleged absence of payment of federal taxes (IRPJ, CSLL, PIS and COFINS) and alleged undue crediting of IPI tax credit, with the application of an isolated fine. |
|---|---|
| (ii) | The ICMS - State VAT claims are substantially related to: (a) disallowance of ICMS - State VAT credits related to the acquisition of diesel oil; goods allegedly classified as for use and consumption; and suppliers whose state registrations have been revoked (declared ineligible); (b) proof of delivery of goods sold under FOB terms; (c) ICMS - State VAT on transportation services for export; (d) discrepancies in the application of the legislation governing operations with tax substitution; and (e) acquisition of railcars due to the alleged non-exemption provided for by the Tax Regime for Incentives to Modernization and Expansion of Port Infrastructure – REPORTO; and (f) ICMS - State VAT and fines on operations with tax documents considered invalid by the tax authorities. |
| (iii) | Withholding tax (IRRF) charged on: (a) alleged capital gains arising from the acquisition of companies located abroad; and (b) disallowance of IRRF offset on swap transactions. |
| (iv) | Disallowances of PIS and COFINS credits, calculated under the non-cumulative system, due to discrepancies in the definition of inputs. |
| (v) | Requests for installment payments of federal tax debts were partially rejected by the Brazilian Federal Revenue Service, on the grounds that the tax losses are insufficient to settle the respective debts. |
| (vi) | IOF charges related substantially to: (a) current accounts held by subsidiaries of the Company; and (b) financial transactions between companies within the group. |
| (vii) | Declarations of compensation via the PERD/COMP electronic system, relating to "premium credit," considered as undeclared by the Brazilian Federal Revenue Service. |
| (viii) | Collection of disallowed IPI tax credits related to the acquisition of raw materials used in the manufacture of tax-exempt products. |
| (ix) | Collection of Urban Property Tax (“IPTU”) related to railway properties leased or assigned to the company under the concession contract and to the railway right-of-way, which are subject to tax immunity. The matter is under discussion in the Supreme Federal Court (STF), and an unfavorable outcome should generate new charges (including from municipalities that currently do not collect the aforementioned tax), in amounts that are not yet possible to measure. If this occurs, it will be possible to file a lawsuit to restore the economic balance of the aforementioned concession contract. |
Civil, environmental and regulatory
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Civil | 708,679 | 1,059,547 | 3,227,973 | 3,355,370 | |||
| Environmental | 61,183 | 51,540 | 1,618,201 | 1,691,409 | |||
| Regulatory | 744 | 669 | 2,018,722 | 1,522,749 | |||
| Total | 770,606 | 1,111,756 | 6,864,896 | 6,569,528 |
The Company and its subsidiaries are parties to several judicial and administrative proceedings in the civil, environmental, and regulatory spheres, with a prognosis of possible losses.
| • | Civil: The portfolio of civil lawsuits is composed mainly of claims for damages of a contractual and extra-contractual nature. |
|---|---|
| • | Environmental: Environmental processes involve terms of commitment, civil investigations, and public civil actions. |
| • | Regulatory: Regulatory processes generally involve administrative sanctioning procedures initiated by regulatory bodies. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Civil:
| (i) | The indirectly controlled Rumo Malha Sul is a party to the enforcement of a conduct adjustment agreement signed with the Federal Public Prosecutor's Office (“MPF”). The MPF alleges that Rumo is not transporting cargo in the Presidente Prudente region and, therefore, requested the enforcement of a daily fine, as well as an increase in the amount of the fine. Rumo, in turn, filed a declaratory action to provide the correct interpretation of the TAC, since its commitment was to try to obtain cargo in sufficient volume to carry out the transport. Periodically, the company holds seminars in the region, but so far has not managed to attract interested parties to provide the services. The lawsuits are in the first instance, awaiting a Judicial decision. There was a request to suspend the lawsuit to attempt an agreement and, in parallel, Malha Sul, the Union and ANTT entered into an agreement to adjust the criteria used to determine the value for the return of the segment. The total contingency for this case is R$ 130,239, of which 50% is provisioned and the remainder is classified as a possible contingency. |
|---|---|
| (ii) | In November 2021, the Administrative Council for Economic Defense (“CADE”), in judging the administrative process initiated based on a complaint from a former customer, condemned its subsidiary Rumo to pay a fine in the updated amount of R$ 339,811. The decision was upheld in the judgment of the motions for clarification. The setting of this amount contradicts precedents of CADE itself, both in relation to the calculation basis and the rate used, which is why the Company filed an action to annul the decision, which is currently under appeal. basis on the technical analysis of its external legal team, Rumo assesses the risk of losing a portion of R$ 31,262 (for which it has recorded a provision) as probable and classifies the difference as a possible contingency. Rumo entered into a judicial agreement to settle the dispute in the amount of R$ 18,173 |
Environmental:
| (i) | Moove is a defendant in a Public Civil Action (“ACP”) seeking compensation for environmental pollution that occurred in the former area of Companhia Usina de Liabilities. Several ACPs were filed against different companies. In February 2024, one of the ACPs was amended, with the amount attributed by the Public Prosecutor's Office being R$ 365,319, and the action was dismissed and archived. In another ACP, the Company's liability was delimited, and an agreement was reached in February 2025 for R$ 287,500, which has already been approved by the judge and is in the enforcement phase. |
|---|---|
| (ii) | In 2013, Rumo Malha Paulista was fined by the Brazilian Institute of Environment and Renewable Natural Resources (“IBAMA”) for alleged damage to water resources. The company filed a defense and, in September 2021, requested recognition of the statute of limitations. Analysis of the merits of the case is pending. The amount involved is R$ 221,256. |
| (iii) | In 2014, the subsidiary Rumo Malha Sul was fined by IBAMA for alleged oil spills in violation of regulations. An administrative appeal was filed, and a decision was handed down in fiscal year 2025 granting Rumo Malha Sul's request to annul the fine in recognition of the administrative statute of limitations. The amount involved was R$ 211,377, and the case was dismissed. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Regulatory:
| (i) | Rumo Malha Paulista is a party in a compensation lawsuit filed by the former Rede Ferroviária Federal S.A. (“RFFSA”), succeeded by the Union, due to the deactivation of the railway's electric traction system. The total value of the claims amounts to R$96,922, for which there is no provision. In February 2023, a judgment of dismissal was issued. In December 2024, a ruling was handed down partially upholding the Union's appeal, and Rumo filed a special appeal against the conviction and the calculation parameters. |
|---|
Labor:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||
| Labor claims | 15,513 | 10,189 | 814,364 | 690,535 | |||
| 15,513 | 10,189 | 814,364 | 690,535 |
Rumo Malha Paulista is a party in a class action lawsuit currently being processed in the Labor Court. The lawsuit originated from an inspection carried out at MS Teixeira, a subcontractor of Prumo Engenharia Ltda. (Prumo Engenharia), which, in turn, was contracted by Rumo. The inspection alleged that the workers at MS Teixeira were working in degrading conditions analogous to slavery.
Prumo Engenharia assumed full responsibility for the employees' situation, including labor and contractual liabilities, as well as all damages arising from the alleged working conditions established by its subcontractors. Prumo Engenharia terminated the employment contracts of these workers, which were approved by the then Ministry of Labor and Employment, without any participation from Rumo.
Furthermore, a criminal investigation was initiated against Rumo, which was later dismissed. However, the Labor Public Prosecutor's Office filed a class action lawsuit against Rumo Malha Paulista, without including Prumo in the litigation, requesting payment of compensation for collective moral damages in the amount of R$ 100,000 (among other commitments). The action was partially successful, condemning the subsidiary to obligations to act and refrain from acting, as well as collective moral damages in the amount of R$ 15,000.
Rumo reached an agreement with the Labor Prosecutor's Office, in which it undertook to comply with several obligations related to working conditions and paid compensation in the amount of R$ 20,000, destined for various social entities. The agreement was judicially approved by the Superior Labor Court.
After the approval, the Attorney General's Office (“AGU”) filed an appeal questioning, solely and exclusively, the destination of the compensation, since, in the view of the Attorney General's Office, the compensation should be allocated to the Workers' Assistance Fund (“FAT”). The appeal was judged and not granted, maintaining the allocation of the amounts as per the agreement signed.
The Company proved payment and presented evidence of compliance with the agreement's obligations in the case files and is awaiting a declaration of full compliance with the agreement by the Court.
In 2025, the Labor Public Prosecutor's Office filed a Rescission Action against Rumo and the Attorney General's Office (AGU), requesting the annulment of two clauses of the agreement: (i) registration of companies in the Register of Employers that have subjected workers to conditions analogous to slavery and (ii) disclosure of the agreement on the government website of the Ministry of Labor and Social Security. The defense presented is awaiting judgment.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
17 Shareholder's equity
a) Share capital
| Accounting policy:<br><br><br>Equity is reduced by the incremental costs directly attributable to the issuance of common shares. In accordance with the policy outlined in Note 15 - Income tax and social contribution, transaction costs related to income tax are accounted for in accordance with Note 15 - Income tax and social contribution.<br><br><br>Transactions involving group shareholders are allocated within Equity Transactions - Capital reserve, such as share-based payments and changes in interests in subsidiaries. |
|---|
On April 30, 2025, at an Annual General Meeting (“OGM”), the Company's shareholders approved a reduction in the Company's share capital in the amount of R$ 649,805, with the objective of absorbing the balance of the Accumulated Losses account.
On October 23, 2025, an Extraordinary General Meeting approved an increase in the Company's share capital by up to 8,000,000,000 common shares. As mentioned in note 1, on November 14, 2025, the Company issued 2,100,000,000 shares at a price of R$ 5.00 per share, totaling R$ 10,500,000, of which R$ 2,100,000 were allocated to share capital and R$ 8,400,000 to capital reserves. The share capital increased from R$ 8,182,739 to R$ 10,282,739. The following is a breakdown of the net capital raised after expenses incurred:
| Capital increase | 2,100,000 | |
|---|---|---|
| Increase in capital reserves | 8,400,000 | |
| Expenses deducted from fundraising ^(i)^ | (230,000) | |
| Net balance raised | 10,270,000 | |
| (i) | Of the total expenses deducted from the funds raised, the amount of R$ 219,760 was the cash disbursement in the 2025 fiscal year. | |
| --- | --- |
As of December 31, 2025, the subscribed capital was R$ 10,282,739 (R$ 8,832,544 as of December 31, 2024), fully paid up and represented by 3,966,570,932 registered, book-entry common shares with no nominal value.
As of December 31, 2025, the Company's share capital consisted of:
| Common shares | ||||
|---|---|---|---|---|
| Shareholding structure | Amount | % | ||
| Aguassanta Holdings (Controller) | 672,312,930 | 16.95% | ||
| Shareholding block | 1,450,000,000 | 36.56% | ||
| Aguassanta | 150,000,000 | |||
| Other investors | 1,300,000,000 | |||
| Board of Directors | 19,415,029 | 0.49% | ||
| Free float | 1,817,700,638 | 45.82% | ||
| Outstanding shares | 3,959,428,597 | 99.82% | ||
| Treasury shares | 7,142,335 | 0.18% | ||
| Total | 3,966,570,932 | 100.00% |
b) Treasury shares
| Accounting policy:<br><br><br>Treasury shares consists of shares that have been repurchased by the company for specific and limited purposes. Cosan holds the necessary number of shares for future employee share-based payment plans, and the volume is treated similarly to treasury shares for accounting purposes. |
|---|
On January 14, 2025, the Company repurchased 4,200,000 shares of its own issuance for a total amount of R$ 34,022, resulting in an average cost of R$ 8.10 per share.
As of December 31, 2025, the Company held 7,142,335 treasury shares (compared to 3,747,965 shares as of December 31, 2024), with a market price of R$ 5.30.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Statutory reserve – special reserve
| Accounting policy:<br><br><br>The purpose of the statutory reserve is to strengthen working capital and finance the maintenance, expansion, and development of the activities that comprise the company's corporate purpose. |
|---|
d) Legal reserve
| Accounting policy:<br><br><br>The legal reserve is constituted by appropriating 5% of the net profit for the fiscal year, up to a limit of 20% of the share capital, in accordance with Law No. 6,404/76. |
|---|
e) Dividends
| Accounting policy:<br><br><br>According to the Company's bylaws, at the end of each fiscal year, a minimum mandatory dividend is allocated, corresponding to 25% of the annual net profit adjusted for changes in the equity of the reserves, in accordance with corporate law.<br><br><br>Dividends, the allocation of net profit for the fiscal year, and the excess of profit reserves, as determined in article 199 of the Brazilian Corporations Law (Law No. 6,404/76), will be subject to resolutions at the next Annual General Meeting. |
|---|
i. Receivable
| Parent Company | Investment in subsidiaries (i) | Investments in joint venture | Total | |||
|---|---|---|---|---|---|---|
| Balance as of January 1, 2024 | 99,194 | 219,941 | 319,135 | |||
| Declared dividends | 3,171,126 | 13,593 | 3,184,719 | |||
| Capital Increase | (127,080) | — | (127,080) | |||
| Other movements | 9,501 | — | 9,501 | |||
| Dividends received | (3,138,556) | (228,342) | (3,366,898) | |||
| Balance as of December 31, 2024 | 14,185 | 5,192 | 19,377 | |||
| Declared dividends | 729,315 | 904 | 730,219 | |||
| Other movements | (178) | (8) | (186) | |||
| Dividends received | (657,002) | (5,184) | (662,186) | |||
| Balance as of December 31, 2025 | 86,320 | 904 | 87,224 | |||
| (i) | See the breakdown of the balance in note 9.1.a. | |||||
| --- | --- | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Consolidated | Investment in associates ^(ii)^ | Investments in joint venture | Total | |||
|---|---|---|---|---|---|---|
| Balance as of January 1, 2024 | 35,836 | 219,941 | 255,777 | |||
| Declared dividends | 1,175,775 | 119,647 | 1,295,422 | |||
| Other changes | (84,945) | — | (84,945) | |||
| Dividends received | (1,018,794) | (293,912) | (1,312,706) | |||
| Balance as of December 31, 2024 | 107,872 | 45,676 | 153,548 | |||
| Declared dividends | 125,231 | 904 | 126,135 | |||
| Other changes | (91,173) | (36) | (91,209) | |||
| Dividends received | (107,424) | (45,640) | (153,064) | |||
| Balance as of December 31, 2025 | 34,506 | 904 | 35,410 | |||
| (ii) | See the breakdown of the balance in note 9.1.b. | |||||
| --- | --- |
ii. Payable
| Parent Company | Consolidated | |||
|---|---|---|---|---|
| Balance as of January 1, 2024 | 276,065 | 549,054 | ||
| Declared dividends | 566,401 | 2,994,771 | ||
| Dividends paid to preferred shareholders | — | (668,022) | ||
| Dividends paid | (838,971) | (2,779,081) | ||
| Balance as of January 1, 2025 | 3,495 | 96,722 | ||
| Declared dividends | — | 2,831,692 | ||
| Dividends paid to preferred shareholders | — | (994,592) | ||
| Dividends paid | — | (1,698,703) | ||
| Other changes | (3,495) | (8,635) | ||
| Balance as of December 31, 2025 | — | 226,484 |
c) Other comprehensive income
| December 31, 2024 | Comprehensive income (loss) | December 31, 2025 | ||||
|---|---|---|---|---|---|---|
| (Loss) income on cash flow hedge | (1,880,779) | 200,259 | (1,680,520) | |||
| Foreign currency translation differences | 2,375,524 | (55,037) | 2,320,487 | |||
| Actuarial (losses) gains on defined benefit plan | (84,886) | 972 | (83,914) | |||
| Fair value loss on financial liabilities designated at fair value through the outcome attributable to changes in credit risk | — | (61,979) | (61,979) | |||
| Losses in the measurement of a derivative financial instrument | 15,000 | (15,000) | — | |||
| Change in the fair value of a financial asset | 50,920 | — | 50,920 | |||
| Total | 475,779 | 69,215 | 544,994 | |||
| Attributable to: | ||||||
| Owners of the Company | 565,855 | 59,699 | 625,554 | |||
| Non-controlling interests | (90,076) | 9,516 | (80,560) | |||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| December 31, 2023 | Comprehensive loss (income) | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| (Loss) income on cash flow hedge | (1,487,128) | (393,651) | (1,880,779) | |||
| Foreign currency translation differences | 1,838,413 | 537,111 | 2,375,524 | |||
| Actuarial (losses) gains on defined benefit plan | (192,201) | 107,315 | (84,886) | |||
| Loss on the measurement of a derivative financial instrument | 15,000 | — | 15,000 | |||
| Change in the fair value of a financial asset | 50,920 | — | 50,920 | |||
| Total | 225,004 | 250,775 | 475,779 | |||
| Attributable to: | ||||||
| Owners of the Company | 314,325 | 251,530 | 565,855 | |||
| Non-controlling interests | (89,321) | (755) | (90,076) |
18 Earnings per share
| Accounting policy:<br><br><br>Earnings per share, both basic and diluted, are a financial indicator that shows a company's net income per common share outstanding.<br><br><br>a) Basic Result per Share<br><br><br>Basic earnings per share are calculated by dividing earnings attributable to the Company's shareholders by the weighted average number of common shares outstanding during the fiscal year, excluding common shares purchased by the Company and held as treasury shares.<br><br><br>b) Result Diluted by Share<br><br><br>Diluted earnings per share are calculated by dividing the income attributable to the holders of common capital of the parent company by the weighted average number of common shares outstanding during the year plus the weighted average number of common shares that would be issued upon conversion of all potentially dilutive common shares into common shares. |
|---|
The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share):
| Basic and diluted – Continued operation | Twelve months ending on December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Results attributable to holders of common share of the Company used in the calculation of basic earnings per share. | (9,722,125) | (9,608,882) | |
| Diluting effect of the share-based plan of subsidiaries | (201) | — | |
| Results attributable to holders of common share of the Company used in the calculation of diluted earnings per share. | (9,722,326) | (9,608,882) | |
| Weighted average of the number of common shares in circulation – basic (in thousands of shares) | |||
| Basic | 2,498,037 | 1,862,704 | |
| Share repurchases | (27,762) | (257) | |
| Diluted | 2,470,275 | 1,862,447 | |
| Earnings per share | |||
| Basic | R$(3.89) | R$(5.16) | |
| Diluted | R$(3.94) | R$(5.16) | |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Basic and diluted – Discontinuous operation | Twelve months ending on December 31, | |
|---|---|---|
| 2024 | ||
| Results attributable to holders of the Company's common share used in the calculation of basic and diluted earnings per share. | 185,087 | |
| Results attributable to the Company's common shareholders used in the calculation of diluted earnings per share. | 185,087 | |
| Weighted average number of common shares outstanding - basic (in thousands of shares) | ||
| Basic | 1,862,704 | |
| Diluted share-based payment plan | 7,354 | |
| Diluted | 1,870,058 | |
| Earnings per share | ||
| Basic | R$0.10 | |
| Diluted | R$0.10 |
Diluting instruments
Share repurchase plan: 27,762,353 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: 6,023,178 shares (7,353,624 as of December 31, 2024) 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 twelve-month period ended December 31, 2025, as their potential effect would be to increase earnings per share (or reduce loss per share), thus acting as anti-dilutive shares.
19 Net sales
| Accounting policy:<br><br><br>The Company presents gross revenue from sales and services, sales deductions, rebates and taxes, as required for Brazilian companies according to Law No. 6,404/76, Section V, Art. 187. The main sources of revenue are: |
|---|
| i. Sale of products<br><br><br>Sales revenues are recognized when (or as) the Company satisfies the performance obligation by transferring the product or service to the customer. The asset is transferred when (or as) the customer obtains control of that asset. Revenue is recognized at that point, provided that revenue and costs can be measured reliably, the receipt of consideration is probable, and there is no continuing managerial involvement with the products.<br><br><br>The lubricants are sold in identified contracts with individual customers and in sets, as a package of goods or services.<br><br><br>Some lubricant sales contracts cannot be purchased separately from a package of services. However, the goods and services are clearly distinguished in the contracts. This type of sales represents two separate performance obligations and, therefore, revenue will be recognized for each of these performance obligations when control of the respective goods and services is transferred to the customer. The transaction price is allocated to different performance obligations based on the stand-alone selling price, in which revenues are identified, measured and recorded separately. Trade incentives, including cash incentives, volume discounts and rebates, and free or discounted goods or services, are accounted for as a reduction in revenue. |
| ii. Billed revenue<br><br><br>The Company, through distributors directly and indirectly controlled by Compass Gás e Energia, provides natural gas distribution services in the locations where they hold the concession right. The fair value and selling prices of individual services are broadly similar.<br><br><br>Gas distribution revenue is recognized when its value can be reliably measured, and is recognized in the income statement in the same period in which the volumes are delivered to customers based on monthly measurements performed. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| iii.Unbilled revenue<br><br><br>Unbilled natural gas distribution revenue refers to the portion of gas supplied for which metering and billing to customers have not yet occurred. This amount is estimated by considering the average daily billed volume multiplied by the number of unbilled days and by the consumption behavior in the Company's distribution network during the unbilled period compared to the billed period. In addition, the applicable tariff approved by the regulatory authority is applied to the referred volume.<br><br><br>Actual volume billed may vary from estimates. The Company believes, based on past experience with similar operations, that the estimated amount of unbilled services will not differ significantly from the actual amount. | ||||
|---|---|---|---|---|
| iv. Concession construction revenue<br><br><br>The construction of the necessary infrastructure for gas distribution is regarded as a construction service provided to the Granting Authority, and revenue is recognized over time using the incurred cost method. The costs are deducted from income when they are incurred.<br><br><br>Advances received are accounted for as contractual liabilities. | ||||
| v. Services rendered<br><br><br>Revenue is recognized over time as services are provided. The stage of completion to determine the amount of revenue to be recognized is evaluated based on assessments of progress of work performed.<br><br><br>If services under a single contract occur in different periods, consideration is allocated based on their individual sales prices. The individual selling price is determined on the basis of the list prices at which the Company sells the services in separate transactions. | ||||
| vi. Logistics services provided<br><br><br>Revenues from the provision of services are recognized when the entity transfers to the counterpart the significant risks and benefits inherent to the provision of services, when it is probable that the economic benefits associated with the transaction will flow to the Company, as well as when its related value and incurred costs can be reliably measured.<br><br><br>Service prices are fixed based on service orders or contracts. The Company’s revenue is basically comprised of rail freight, road freight, container transport and port elevation services, which is why the above criteria are normally met to the extent that the logistics service is provided. | ||||
| vii. Lease Revenues<br><br><br>Rental revenue is recognized on a straight-line basis over the term of each contract, to the extent that the contracts transfer to customers the right to use the assets for a period in exchange for consideration to the subsidiary that can be measured reliably. | ||||
| viii. Sale of properties for investment<br><br><br>Revenue comprises the fair value of the consideration received or receivable for the disposal of investment property in the ordinary course of the subsidiaries’ activities. Revenue is presented net of taxes, returns, allowances and discounts, and in the consolidated financial statements after eliminating sales within the subsidiary. Revenue is recognized when the subsidiary fulfils all the obligations and promises identified in the contract for the transfer of the assets to the customer. | ||||
| Consolidated | ||||
| --- | --- | --- | --- | --- |
| Twelve months ending on December 31, | ||||
| 2025 | 2024 | |||
| Gross revenue from the sale of products and services | 46,069,211 | 50,141,542 | ||
| Construction revenue | 1,568,285 | 1,602,284 | ||
| Indirect taxes and other deductions | (7,218,900) | (7,793,084) | ||
| Net sales | 40,418,596 | 43,950,742 | ||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
| Consolidated | ||||
|---|---|---|---|---|
| Twelve months ending on December 31, | ||||
| 2025 | 2024 | |||
| At a point in time | ||||
| Natural gas distribution | 12,844,764 | 16,186,692 | ||
| Lubricants, base oil and other | 8,812,257 | 9,424,869 | ||
| Lease and sale of property | 653,785 | 1,441,809 | ||
| Other | 2,194,419 | 596,632 | ||
| 24,505,225 | 27,650,002 | |||
| Over time | ||||
| Railroad transportation services | 13,053,660 | 13,251,052 | ||
| Construction revenue | 1,568,285 | 1,602,284 | ||
| Container operations | 794,116 | 685,337 | ||
| Other services | 507,874 | 823,500 | ||
| 15,923,935 | 16,362,173 | |||
| Eliminations | (10,564) | (61,433) | ||
| Total net sales | 40,418,596 | 43,950,742 |
20 Costs and expenses by nature
| Accounting policy:<br><br><br>The Company and its subsidiaries account for natural gas distribution concession contracts using the intangible asset model in accordance with IFRIC 12 / ICPC 01 and IAS 38 / CPC 04 and classify the amortization of the concession contract as cost of sales. |
|---|
Expenses are presented in the statement of profit or loss and other comprehensive income by function. The reconciliation of revenues, costs, and expenses by nature/purpose is as follows:
| Parent Company | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | Twelve months ending on December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Raw materials | — | — | (6,844,761) | (7,134,069) | ||||
| Commodity cost (natural gas) | — | — | (9,798,394) | (12,083,199) | ||||
| Railroad transport and port elevation expenses | — | — | (3,260,552) | (3,129,514) | ||||
| Other transport | — | — | (506,805) | (484,136) | ||||
| Depreciation and amortization | (23,490) | (15,862) | (3,890,832) | (3,868,583) | ||||
| Personnel expenses | (115,058) | (234,779) | (3,183,083) | (3,115,478) | ||||
| Construction cost | — | — | (1,568,285) | (1,602,284) | ||||
| Third-party services expenses | (61,869) | (55,483) | (923,519) | (901,372) | ||||
| Selling expenses | (34) | (81) | (3,181) | (42,815) | ||||
| Cost of properties sold | — | — | (82,216) | (746,956) | ||||
| Other | (87,230) | (61,949) | (1,559,250) | (1,548,827) | ||||
| (287,681) | (368,154) | (31,620,878) | (34,657,233) | |||||
| Cost of sales | — | — | (27,242,987) | (30,236,061) | ||||
| Selling expenses | — | — | (1,850,143) | (1,575,890) | ||||
| General and administrative expenses | (287,681) | (368,154) | (2,527,748) | (2,845,282) | ||||
| Total | (287,681) | (368,154) | (31,620,878) | (34,657,233) | ||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
21 Other operating income (expenses), net
| Parent Company | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | Twelve months ending on December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Tax credits | 113 | 15,861 | 219,305 | 60,282 | ||||
| Change in fair value of investment properties (Note 11.5) | — | — | 1,441,276 | 1,273,033 | ||||
| Result on disposals and write-offs of fixed and intangible assets | — | (16) | (99,324) | 141,863 | ||||
| Result on sale of investments | — | — | 32,375 | (383,205) | ||||
| Gain previously recognized in other comprehensive income reclassified to profit or loss upon disposal of investment | 206,388 | — | 206,388 | — | ||||
| Net effect of provisions for legal proceedings, legal claims, recoverables and tax installments | (56,902) | (47,391) | (333,659) | (313,876) | ||||
| Result of commercial operations ^(i)^ | — | — | 664,597 | — | ||||
| Contractual agreement and others | — | — | — | 689,764 | ||||
| Reversal of other provisions | — | — | — | 291,032 | ||||
| Other income | 34,752 | 78,059 | 179,685 | 168,245 | ||||
| Net impairment loss (Note 11.6) | (265,880) | — | (1,493,752) | (3,155,400) | ||||
| Gain from corporate restructuring | — | — | — | 168,855 | ||||
| Loss of profits and material damages of fixed assets ^(ii)^ | — | — | 998,794 | — | ||||
| Other | (29,053) | (172,664) | (148,166) | (546,159) | ||||
| Total | (110,582) | (126,151) | 1,667,519 | (1,605,566) | ||||
| (i) | This refers, substantially, to the contractual agreement with a supplier due to the non-use of the total quantity stipulated in the contract, for which the subsidiary Compass was compensated, as well as to the financial settlement result arising from a load optimization transaction for certain commercial contracts, within the scope of executing the commercial strategy in the ordinary course of its business. | |||||||
| --- | --- | |||||||
| (ii) | The balance for the twelve-month period ended December 31, 2025, is comprised of R$ 130,271 from Rumo S.A. and R$ 868,523 from Moove. | |||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
22 Financial results
| Accounting policy:<br><br><br>Financial revenues comprises:<br><br><br>• Interest Revenue on invested funds;<br><br><br>• Gains arising from changes in the fair value of financial assets measured at fair value through profit or loss;<br><br><br>• Gains arising from changes in the fair value of pre-existing interests in business combinations;<br><br><br>• Gains on hedging instruments that are recognized in profit or loss;<br><br><br>• Reclassifications to the result of net gains previously recognized in other comprehensive income.<br><br><br>Interest income is recognized in profit or loss using the effective interest rate method. |
|---|
| Financial expenses comprises:<br><br><br>• Expenses related to interest on loans and borrowings;<br><br><br>• Recognition of deductible provisions and deferred charges;<br><br><br>• Losses on the sale of financial assets;<br><br><br>• Losses arising from changes in the fair value of financial assets measured at fair value through profit or loss and contingent consideration;<br><br><br>• Impairment losses on financial assets (excluding accounts receivable);<br><br><br>• Losses on hedging instruments recognized in profit or loss;<br><br><br>• Reclassifications of net losses previously recognized in other comprehensive income.<br><br><br>Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.<br><br><br>Foreign exchange gains and losses arising from financial assets and liabilities are presented on a net basis as financial income or expense, depending on whether variations in the foreign currency result in a positive or negative position. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The details of financial income and expenses are as follows:
| Parent Company | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| Twelve months ending on December 31, | Twelve months ending on December 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Cost of gross debt | |||||||
| Interest on debt | (2,147,672) | (1,820,040) | (6,441,757) | (5,767,426) | |||
| Monetary and exchange rate variation | 799,673 | (1,969,526) | 2,473,085 | (5,795,089) | |||
| Derivatives and fair value measurement ^(i)^ | (1,855,815) | 1,827,880 | (4,523,652) | 3,787,479 | |||
| Amortization of borrowing costs | (87,811) | (21,009) | (452,944) | (113,136) | |||
| Discounts obtained from financial operations | — | — | 186,681 | — | |||
| Guarantees and warranties | — | — | (19,374) | (36,079) | |||
| (3,291,625) | (1,982,695) | (8,777,961) | (7,924,251) | ||||
| Income from financial investments and exchange rate in cash and cash equivalents | 682,636 | 200,927 | 2,505,285 | 1,975,811 | |||
| Changes in fair value of investments in listed entities | 87,844 | — | 87,844 | — | |||
| 770,480 | 200,927 | 2,593,129 | 1,975,811 | ||||
| Cost of debt, net | (2,521,145) | (1,781,768) | (6,184,832) | (5,948,440) | |||
| Other charges and monetary variations | |||||||
| Interest on other receivables | 54,113 | 63,336 | 728,102 | 464,883 | |||
| Interest of other financial assets | (14,894) | — | (14,894) | — | |||
| Leases and concessions agreements | — | — | (517,451) | (387,044) | |||
| Interest on leases | (2,419) | (3,005) | (647,750) | (641,144) | |||
| Interest on shareholder's equity | — | (1,295) | (50,337) | (44,464) | |||
| Interest on contingencies and contracts | (103,736) | (19,362) | (470,301) | (605,231) | |||
| Interest on sectorial assets and liabilities | — | — | (111,245) | (88,170) | |||
| Bank charges and other | (40,312) | (40,703) | (141,873) | 155,624 | |||
| Foreign exchange, net | (113,737) | (3,513,820) | (380,840) | (1,655,731) | |||
| (220,985) | (3,514,849) | (1,606,589) | (2,801,277) | ||||
| Financial results, net | (2,742,130) | (5,296,617) | (7,791,421) | (8,749,717) | |||
| Reconciliation | |||||||
| Finance expense | (2,822,014) | (2,357,419) | (8,949,615) | (7,637,116) | |||
| Finance income | 875,774 | 291,426 | 3,583,317 | 2,655,899 | |||
| Exchange variation, net | 1,434,193 | (3,557,941) | 2,397,352 | (5,741,359) | |||
| Derivatives | (2,230,083) | 327,317 | (4,822,475) | 1,972,859 | |||
| Financial results, net | (2,742,130) | (5,296,617) | (7,791,421) | (8,749,717) | |||
| (i) | The variation was primarily driven by the depreciation of the U.S. dollar against the Brazilian real - with the average PTAX exchange rate decreasing from R$ 6.19 on December 31, 2024 to R$ 5.50 on December 31, 2025 (11.2% appreciation of the real). | ||||||
| --- | --- | ||||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
23 Post-employment benefits
| Accounting policy<br><br><br>The cost of defined benefit pension plans and other post-employment and the present value of the pension obligation is determined using actuarial valuations. An actuarial valuation involves the use of various assumptions which may differ from actual results in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. A defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed by management at each reporting date. |
|---|
| i. Defined Contribution Plans<br><br><br>A defined contribution plan is a post-employment benefit plan in which the Company pays fixed contributions to a separate entity and has no legal or constructive obligation to pay additional amounts. Obligations for contributions to defined contribution plans are recorded as an employee benefit expense in the financial results during the periods in which the related services are rendered by employees. Contributions to a defined contribution plan that are due more than 12 months after the end of the service period are discounted to their present value.<br><br><br>The Company sponsors a defined contribution private pension plan named Plano de Aposentadoria FuturaFlex (for the employees of Compass, Comgás and Commit), managed by FuturaMais – Complementary Pension Fund Entity (Entidade de Previdência Complementar (formerly named RaizPrev – Private Pension Fund Entity (Entidade de Previdência Privada), which merged Futura II – Entidade de Previdência Complementar). The Entity has administrative, asset and financial autonomy, and has as object the management and execution of social security benefit plans, as defined in the Regulation of Benefit Pension Plans.<br><br><br>The Company has no legal or contractual obligations that may generate the need to make additional extraordinary contributions if the plan presents a deficit result. |
| ii. Variable contribution<br><br><br>A variable contribution plan is also known as a mixed plan that brings together aspects of the BD – defined benefit and the DC – defined contribution.<br><br><br>The Company and its subsidiaries sponsor a supplementary pension plan structured as a Variable Contribution plan, called the Futura II Retirement Plan. Also managed by FuturaMais, it combines the characteristics of Defined Contribution for scheduled benefits (normal and early retirement) and Defined Benefit for risk benefits (sick pay, disability, lump sum payment and survivor's pension).<br><br><br>Compagas offers a mixed-type defined contribution plan, characterized by the accumulation of savings during employees' working lives, which are converted into a lifetime annuity upon retirement.<br><br><br>The main risks of this plan are a longer life expectancy for beneficiaries and higher wage growth compared to those considered in the calculations. |
| iii. Defined benefit<br><br><br>The defined benefit plan is a plan in which the participants have the due benefit established by means of regulatory provisions. The cost is determined through actuarial evaluations, which are conducted at least annually based on assumptions.<br><br><br>Retirement Plan<br><br><br>The Retirement Plan, administered by Futura – Entidade de Previdência Complementar and sponsored by Cosan Lubricants e Especialidades SA, has been closed and in the process of being phased out since 2011.<br><br><br>According to the regulations, the Company adopts a provision for the present value of benefits, and beneficiaries receive an annuity according to the plan. The main actuarial risks are:<br><br><br>a) Greater survival compared to that specified in the mortality tables;<br><br><br>b) Return on shareholders’ equity lower than the discount rate used in the actuarial assessment , plus the accumulated IGP-DI; and<br><br><br>c) Actual family structure differs from established retirement assumptions. |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Health insurance<br><br><br>The Company has defined benefit plans related to medical assistance in the subsidiaries Comgás and Compagas. The Subsidiary Comgás offers the following post-employment health care benefits, granted to former employees and their dependents who retired up to May 31, 2000. After this date, only employees with 20 years contribution to Social Security (Instituto Nacional do Seguro Social), or “INSS,” and 15 years uninterrupted work at the Company up to May 31, 2000, are entitled to this defined benefit plan, provided that, on the date of retirement, they were working at the Company.<br><br><br>Compagas offers the Pró-Saúde Plan for employees and their dependents, with monthly contributions from the sponsor and employees. Beneficiaries on retirement will have the right to remain in the plan for life.<br><br><br>The main risks of this plan are the longer survival of the beneficiaries and the higher cost of medical inflation compared to those considered in the calculations. | |||
|---|---|---|---|
| The liability recognized on the balance sheet relating to the defined benefit post-employment plan is calculated annually by independent actuaries.<br><br><br>The amount recognized in the balance sheet in respect of post-employment benefit plan liabilities represents the present value of the obligations, less the fair value of the assets, including actuarial gains and losses. Remeasurements of the net obligation, which include actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset cap (if any, excluding interest), are recognized immediately in other comprehensive income (ORA). Net Interest and other expenses related to the defined benefit plan are recognized in profit or loss.<br><br><br>Actuarial losses arising from adjustments basis on experience and changes in actuarial assumptions are recorded directly in shareholders’ equity, as other comprehensive income (ORA), when incurred. | |||
| Consolidated | |||
| --- | --- | --- | --- |
| December 31, 2025 | December 31, 2024 | ||
| Defined contribution | |||
| Futura II | 386 | 298 | |
| Defined benefit | |||
| Futura | 146,225 | 141,050 | |
| Health Insurance | 389,815 | 385,272 | |
| 536,040 | 526,322 | ||
| Total | 536,426 | 526,620 |
Details of current plans
a) Defined contribution
During the year ended December 31, 2025, the amount of employee contributions paid by the Company was R$ 1,323 (R$ 111 as of December 31, 2024).
b) Defined benefit
The subsidiary Cosan Lubrificantes e Especialidade (“CLE”) sponsors Futura – Entidade de Previdência Complementar (“Futura”), formerly known as Previd Exxon – Entidade de Previdência Complementar. Futura's main objective is to provide supplementary benefits, within certain limits established in the Retirement Plan regulations. This plan was modified to be closed to new participants and approved by the competent authorities on May 5, 2011. During the fiscal year ended December 31, 2025, contributions totaled R$ 19,240 (R$ 16,252 in the fiscal year ended December 31, 2024). The weighted average duration of the obligation is 7.7 years as of December 31, 2025, and 8.9 years as of December 31, 2024. In 2026, CLE expects to make a contribution of R$ 18,624 in relation to its defined benefit plan.
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
In addition, the indirect subsidiary Compagás performed the actuarial analysis of the defined benefit pension plan, which is in surplus and, therefore, no balances were recorded. The details are below:
| December 31, 2025 | |
|---|---|
| Liability at year-end | (46,780) |
| Financial assets at year-end | 54,476 |
| Surplus recognized | 7,696 |
| Asset limit effect | (7,696) |
| Liability to be recognized | — |
c) Medical plan
Obligations related to post-employment benefit plans, which include medical assistance and retirement incentives, sick pay and disability pension.
The defined benefit pension plan is governed by Brazilian labor laws, which required final salary payments to be adjusted by the consumer price index at the time of payment during retirement. The level of benefits provided depends on the member's length of service and salary at retirement age. During the fiscal year ended December 31, 2025, contributions totaled R$30,891 (R$31,169 in the fiscal year ended December 31, 2024). The weighted average duration of the health plan obligation was 9.9 years (8.9 years as of December 31, 2024) at the indirect subsidiary Comgás and 17.7 years (20.4 years as of 2024) at the indirect subsidiary Compagas. In 2026, subsidiaries expect to make a contribution of R$46,373 to their defined benefit plan.
Breakdown and changes in current plans
The details of the present value of the defined benefit obligation and the fair value of the plan assets are presented below:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Actuarial obligation at beginning of the year | 1,018,300 | 1,141,841 | |
| Current service cost | 378 | 386 | |
| Business combination | — | 9,560 | |
| Interest on actuarial obligation | 111,130 | 105,302 | |
| Actuarial gain arising from financial assumptions | (3,747) | (170,791) | |
| Actuarial (gain) loss arising from experience adjustment | (8,188) | 23,181 | |
| Actuarial loss arising from demographic assumptions | — | 505 | |
| Benefits paid | (96,934) | (91,684) | |
| Actuarial obligation at the end of the year | 1,020,939 | 1,018,300 | |
| Fair value of plan assets at the beginning of the year | (491,978) | (524,527) | |
| Interest income | (51,452) | (46,423) | |
| Return on investments in the year (excluding interest income) | 11,730 | 34,709 | |
| Employer contributions | (50,133) | (43,340) | |
| Benefits paid | 96,934 | 87,603 | |
| Fair value of plan assets at the end of the year | (484,899) | (491,978) | |
| Defined benefit liabilities, net | 536,040 | 526,322 | |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The total expense recognized in financial results is as follows:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Current service cost | (378) | (386) | |
| Interest on actuarial obligation | (59,678) | (58,879) | |
| (60,056) | (59,265) |
Total amount recognized as other comprehensive income:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Accumulated at the beginning of the year | 290,378 | 180,311 | |
| Actuarial gain arising from financial assumptions | 3,486 | 168,351 | |
| Actuarial (loss) gain arising from experience adjustment | 8,449 | (23,575) | |
| Return on investments in the year (excluding interest income) | (11,730) | (34,709) | |
| Accumulated at the end of the year | 290,583 | 290,378 |
The plan's assets consist of the following:
| December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Value | % | Value | % | ||||
| Fixed income | 484,112 | 100.00% | 491,194 | 100.00% | |||
| 484,112 | 100.00% | 491,194 | 100.00% |
Plan assets consist of financial assets quoted on active markets and are therefore classified as Levels 1 and 2 in the fair value hierarchy. The expected rate of return on plan assets is determined based on market expectations applicable to the period during which the obligation is to be settled at the time the rate is determined.
The following are the primary assumptions used to determine the Company's and its subsidiaries' benefit obligations:
| Futura | Health insurance Compagas | Health insurance Comgás | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||
| Discount real rate | 11.13% | 11.07% | 7.22% p.a. | 7.43% p.a. | 7.27% p.a. | 12.14% p.a. | |||||
| Inflation rate | 3.50% | 3.50% | 3.90% p.a. | 4.96% p.a. | 4.00% p.a. | 4.50% p.a. | |||||
| Future salary increases | N/A | N/A | 1.00% p.a. | 1.00% p.a. | N/A | N/A | |||||
| Aging factor | N/A | N/A | 2.20% p.a. | 2.20% p.a. | 3.00% p.a. | 3.00% p.a. | |||||
| Future pension increases | 3.50% | 3.50% | 1.00% p.a. | 1.00% p.a. | 3.00% p.a. | 3.00% p.a. | |||||
| Overall mortality (segregated by sex) | N/A | N/A | AT-2000 (sex-segregated basic) | AT-2000 (sex-segregated basic) | AT-2000 (10% smoothed) | AT-2000 (10% smoothed) | |||||
| Disabled mortality | N/A | N/A | Winklevoss | Winklevoss | IAPB-1957 | IAPB-1957 | |||||
| Entry into disability (modified) | N/A | N/A | TASA 1927 | TASA 1927 | UP-84 Modified | UP-84 Modified | |||||
| Turnover | N/A | N/A | 1.49% p.a. | 1.43% p.a. | 0.60 / (length of service + 1) | 0.60 / (length of service + 1) | |||||
| Retirement age | N/A | N/A | N/A | N/A | 100% at age 60 | 100% at age 60 | |||||
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Sensitivity analysis
The discount rate is one of the key actuarial assumptions, as it affects the defined benefit obligation. The table below presents the sensitivity of the defined benefit obligation to changes in the discount rate, while keeping the other assumptions constant:
| Discount rate | Medical inflation | ||||||
|---|---|---|---|---|---|---|---|
| Increase 0.50% | Reduction 0.50% | Increase 0.50% | Reduction 0.50% | ||||
| Futura | 609,697 | 652,378 | 611,199 | 654,754 | |||
| Health insurance | (16,918) | 18,410 | 335 | (321) |
There have been no changes regarding biometric and demographic assumptions compared to previous years and the methods adopted in preparing the sensitivity analysis.
24 Share-based payments
| Accounting policy:<br><br><br>The fair value of share-based compensation benefits, on the grant date, is recognized as a personnel expense, with a corresponding increase in shareholders’ equity, over the period in which employees irrevocably acquire the right to the benefits (vesting period), proportionally to the time elapsed. |
|---|
| The amount recognized as an expense is adjusted to reflect the number of shares for which the service conditions and non-market-based vesting conditions are expected to be met. Thus, the amount finally recognized as an expense is based on the number of shares that actually meet these conditions at the vesting date. For non-vesting share-based payment benefits, the fair value at the grant date already incorporates these characteristics, and there are no subsequent adjustments arising from differences between expected and actually granted benefits. |
| The fair value of the amount payable to employees for share appreciation rights (stock appreciation rights - "SARs"), when settled in cash, is recognized as an expense, with a corresponding increase in liabilities, over the fiscal year in which employees irrevocably acquire the right to receive them. The liability is revalued at each balance sheet date and at the settlement date, basis on the fair value of the stock appreciation rights. Changes resulting from this revaluation are recognized in profit or loss as personnel expenses. |
As of December 31, 2025, the Company has the following share-based payment arrangements:
Programs granted up to December 31, 2024 and still in force
| • | Granting of shares (settled in shares), without lock-up period, with delivery of shares at the end of the 5-year vesting period, conditional only on maintaining the employment relationship (service condition). | |
|---|---|---|
| • | Granting of shares (settled in shares), without lock-up period, with delivery of shares during or at the end of a 3- to 5-year vesting period, subject to: | |
| i. | Part of the options for maintaining the employment relationship (service condition); and | |
| ii. | Part of achieving each of the metrics that make up the performance goals (performance conditions). | |
| • | A share-based compensation plan (cash-settled) in which beneficiaries are allocated a specific number of units referenced to a theoretical share price calculated basis on Cosan's consolidated EBITDA for each year. The units will be paid upfront, subject to the fulfillment of contractual conditions, with a vesting period of 3 to 5 years. Payments occur at the end of each cycle (3 to 5 years after the grant date), basis on the converted reference share value at that time. | |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Grants made in 2025
In the year ended December 31, 2025, the following share-based payments Program was established:
| Program | Conditions for vesting |
|---|---|
| Invest Cosan 2025 | Grant: July 31, 2025. |
| Cosan Invest 2025 Program, awarded on July 31, 2025. The incentive program is conditional on retention and performance actions. Of the total actions in the program, 50% are related to length of service (service condition) for a period of 3 years. The remaining 50% of the program is related to performance targets, requiring the achievement of specific metrics that can vary from 0% to 150%. | |
| Invest Cosan 2025 | Grant: November 10, 2025. |
| Cosan Invest Program 2025, awarded on November 10, 2025. The incentive program is conditional upon retention actions. The total number of actions in the program are related to length of service (service condition) for a period of 6 months. | |
| Phantom Shares 2025 Moove Program | Grant: July 31, 2025. |
| The incentive program is conditional upon length of service and tied to the occurrence of a liquidity event defined in the program (performance conditions). The options granted to participants may only be exercised after they become vested options, and the maximum term for exercising the Options will be 6 (six) years from the date of grant. | |
| Invest 2025 Program – Rumo | Grant: October 10, 2025. |
| Stock option programs, without lock-up, with delivery of shares at the end of the three-year vesting period, conditioned on i) part of the options being contingent upon maintaining the employment relationship (service condition) and ii) part upon achieving each of the metrics that make up the performance targets (performance conditions), with the number of performance options granted varying between 0% and 200% depending on performance. | |
| Phantom shares - Compass | Grant: August 1, 2025. |
| Phantom share plan that provides for the granting of share appreciation rights (“SARs”). SARs offer the opportunity to receive a cash payment equal to the fair value of Compass common share. | |
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Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
| Number of shares | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Award Type / Award Date | Company | Life expectancy (months) | Grants under plans | Exercised / Canceled / transferred | Available | Fair value as of grant date - R$ | ||||||
| Share grant program | ||||||||||||
| 07/31/2020 | Cosan S.A. | 60 | 68,972 | (68,972) | — | 20.93 | ||||||
| 07/31/2021 - Invest I | Cosan S.A. | 36 | 424,839 | (424,839) | — | 24.38 | ||||||
| 09/10/2021 - Invest II | Cosan S.A. | 48 | 5,283,275 | (5,283,275) | — | 22.24 | ||||||
| 10/11/2021 - Invest III | Cosan S.A. | 60 | 806,752 | (566,287) | 240,465 | 23.20 | ||||||
| 07/31/2022 - Invest I | Cosan S.A. | 36 | 846,506 | (846,506) | — | 18.74 | ||||||
| 11/22/2022 - Invest Partners | Cosan S.A. | 60 | 377,173 | (192,869) | 184,304 | 17.14 | ||||||
| 01/30/2023 - Invest Partners | Cosan S.A. | 36 | 12,472,325 | (7,864,867) | 4,607,458 | 15.26 | ||||||
| 07/31/2023 - Invest Cosan I - Regular | Cosan S.A. | 36 | 1,047,845 | (478,677) | 569,168 | 17.53 | ||||||
| 12/01/2023 - Invest Cosan III - Associates | Cosan S.A. | 60 | 546,734 | (119,209) | 427,525 | 17.68 | ||||||
| 01/30/2024 - Invest Partners | Cosan S.A. | 12 | 2,322,324 | (2,322,324) | — | 18.18 | ||||||
| 07/31/2024 - Program Invest Cosan 2024 | Cosan S.A. | 36 | 1,428,479 | (308,634) | 1,119,845 | 13.54 | ||||||
| 07/31/2025 - Program Invest Cosan 2025 | Cosan S.A. | 36 | 2,644,661 | (214,838) | 2,429,823 | 7.28 | ||||||
| 11/10/2025 - Program Invest Cosan 2025 | Cosan S.A. | 6 | 2,722,482 | — | 2,722,482 | 5.00 | ||||||
| 30,992,367 | (18,691,297) | 12,301,070 | ||||||||||
| 11/20/2024 - Program SOP 2024 | Moove | 72 | 610,940 | (610,940) | — | 50.05 | ||||||
| 610,940 | (610,940) | — | ||||||||||
| 11/11/2020 | Rumo S.A. | 60 | 776,142 | (776,142) | — | 20.01 | ||||||
| 05/05/2021 | Rumo S.A. | 60 | 1,481,000 | (1,481,000) | — | 20.84 | ||||||
| 09/01/2022 | Rumo S.A. | 36 | 1,781,640 | (1,781,640) | — | 20.36 | ||||||
| 09/06/2023 | Rumo S.A. | 36 | 1,724,867 | (277,097) | 1,447,770 | 21.86 | ||||||
| 08/22/2024 | Rumo S.A. | 36 | 2,433,432 | (134,748) | 2,298,684 | 23.37 | ||||||
| 10/01/2025 | Rumo S.A. | 36 | 2,350,620 | (9,093) | 2,341,527 | 15.74 | ||||||
| 10,547,701 | (4,459,720) | 6,087,981 | ||||||||||
| Share-based compensation plan (settled in cash) | ||||||||||||
| 07/31/2019 - Invest I | Moove | 60 | 132,670 | (132,670) | — | 50.79 | ||||||
| 07/31/2020 - Invest II | Moove | 60 | 106,952 | (106,952) | — | 61.89 | ||||||
| 07/31/2021 - Invest III | Moove | 36 | 80,729 | (80,729) | — | 102.73 | ||||||
| 07/31/2022 - Invest IV | Moove | 36 | 77,967 | (77,967) | — | 135.05 | ||||||
| 07/31/2023 - Invest V | Moove | 36 | 82,204 | (7,228) | 74,976 | 150.98 | ||||||
| 07/31/2024 - Invest VI | Moove | 36 | 61,372 | (2,178) | 59,194 | 234.43 | ||||||
| 07/31/2025 - Invest VII | Moove | 36 | 61,666 | (220) | 61,446 | 283.02 | ||||||
| 08/01/2023 | Compass | 36 | 331,211 | (67,962) | 263,249 | 34.12 | ||||||
| 08/01/2024 | Compass | 36 | 376,495 | (24,579) | 351,916 | 42.21 | ||||||
| 11/01/2024 | Compass | 33 | 16,969 | (4,112) | 12,857 | 42.21 | ||||||
| 08/01/2025 | Compass | 36 | 424,508 | (12,901) | 411,607 | 41.92 | ||||||
| 1,752,743 | (517,498) | 1,235,245 | ||||||||||
| Total | 43,903,751 | (24,279,455) | 19,624,296 | |||||||||
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Reconciliation of outstanding share options
The change in number of share is as follows:
| Parent Company | Consolidated | |||
|---|---|---|---|---|
| Balance as of January 1, 2024 | 20,036,862 | 31,557,498 | ||
| Granted | 3,750,803 | 6,856,907 | ||
| Addition of shares | — | 605,005 | ||
| Exercised/cancels/other | (15,442,518) | (22,394,499) | ||
| Balance as of December 31, 2024 | 8,345,147 | 16,624,911 | ||
| Granted | 5,367,143 | 8,203,937 | ||
| Addition of shares ^(i)^ | — | 5,377 | ||
| Exercised/cancels/other | (1,411,220) | (5,209,929) | ||
| Balance as of December 31, 2025 | 12,301,070 | 19,624,296 | ||
| (i) | Total accrued shares correspond to the proportional number of dividends, interest on equity and reduction of equity eventually paid or credited by the company to its shareholders between the date of the grant and the end of said vesting exercise. | |||
| --- | --- |
b) Fair value measurement
The weighted average fair value of the programs granted during December 31, 2025 and 2024 and the main assumptions used in applying the Black-Scholes and Binominal model were as follows:
| Average market price on the grant date | Interest rate | Volatility | ||||
|---|---|---|---|---|---|---|
| Cosan S.A | 12/31/2025 | 6.14 | N/A | N/A | ||
| 12/31/2024 | 13.54 | N/A | N/A | |||
| Compass | 12/31/2025 | 41.92 | N/A | N/A | ||
| 12/31/2024 | 45.29 | N/A | N/A | |||
| Rumo^(i)^ | 12/31/2025 | 15.74 | 10.41% | 25.84% | ||
| 12/31/2024 | 23.37 | 10.41% | 25.84% | |||
| Moove^(ii)^ | 12/31/2025 | 283.02 | 4.05% | 42.85% | ||
| 12/31/2024 | 66.97 | 4.05% | 42.85% |
Volatility was determined using the following methodology:
| (i) | For publicly traded shares, based on the historical volatility of the share price over the thirty days preceding the grant date. |
|---|---|
| (ii) | For non-publicly traded shares, such as those of Moove, based on the historical volatility of the controlling company’s share price over a period proportional to the term of the plan. |
c) Expenses recognized in profit or loss
Share-based compensation expenses included in the statement of profit or loss for the year ended December 31, 2025, were R$ 71,725 (R$ 65,901 as of December 31, 2024).
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
25 Subsequent events
The subsequent events below are detailed in Note 2:
| • | Settlement of the Vale call spread (Note 2.1.2); | |
|---|---|---|
| • | Insurance proceeds received by Moove (Note 2.1.3); | |
| • | Conversion of preferred shares by Bradesco (Note 2.1.10); | |
| • | Raízen debt restructuring (Note 2.1.11); and | |
| • | Early redemption of debentures and Senior Notes (Note 2.2.4) |
Settlement of TRS on treasury shares
On January 15, 2026, the Company settled the derivative instrument (TRS) with Banco Santander, referenced to treasury shares. The transaction resulted in the acquisition of 52,611,312 shares (ticker: CSAN3) for the amount of R$ 270,422. On the date of authorization of these financial statements, the Company held no other derivative contracts linked to treasury shares.
Coordinated conflict between the United States and Israel against Iran
After the closing date of the fiscal year ended December 31, 2025, in February 2026, an escalation of geopolitical tensions occurred between the United States and Iran, with potential impact on global energy and logistics markets.
Management diligently assessed the risks associated with this event and concluded that, up to the date of authorization of these financial statements, no material impacts were identified on:
| • | Cosan’s consolidated operations in Brazil and in the other countries where it operates; | |
|---|---|---|
| • | The consolidated financial position (including debt, liquidity, and foreign exchange exposure); | |
| • | Commodity prices relevant to the Company, whose observed fluctuations did not materially impact these financial statements. |
The Company maintains continuous monitoring of geopolitical developments and their effects on global energy and logistics supply chains. Any future material impacts will be immediately disclosed to the market.
Initial Public Offering (IPO)
On March 5, 2026, Cosan S.A. informed the market that its subsidiary Compass filed the application for registration with the CVM to conduct an initial public offering (IPO) in Brazil. The proposed transaction consists of a secondary offering of common shares, with no issuance of new shares, with the proceeds to be fully allocated to the selling shareholders. Concurrently, Compass requested the admission of its shares to the special listing segment Novo Mercado of B3, subject to applicable regulatory approvals. The terms and conditions of the offering, including the volume of shares and price range, are yet to be defined and depend, among other factors, on approvals by the competent regulatory authorities and the market conditions prevailing at the time of the transaction.
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Table of Contents
Notes to consolidated financial statement
(In thousands of Brazilian reais - R$, except when otherwise indicated)
26 New accounting standards
26.1 Recent accounting standards adopted by the company
The rules and amendments that came into effect for the fiscal year beginning on or after January 1, 2025, did not have a material impact on the Company's financial statements. The Company has not preemptively adopted any other rule, interpretation, or amendment that has been issued but is not yet in effect.
26.2 New standards and interpretations not yet in force
The new and amended standards and interpretations issued but not yet in effect as of the date of issuance of the Company's financial statements are described below, except for those which, in Management's assessment , do not have the potential to affect the financial statements. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
On May 30, 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures to address recent practical issues, improve understanding, and introduce new requirements applicable to companies in general, not only financial institutions.
The amendments:
| a) | clarify the recognition and derecognition date of certain financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; | |
|---|---|---|
| b) | clarify and add guidance on assessing whether a financial asset meets the criterion of solely payments of principal and interest (“SPPI test”), including situations involving contingent events; | |
| c) | introduce new disclosure requirements for certain instruments with contractual terms that may alter cash flows (such as financial instruments with features linked to ESG performance targets); and | |
| d) | update disclosure requirements for equity instruments designated at fair value through other comprehensive income (“FVOCI”). |
These amendments are effective from January 1, 2026. The Company does not expect these changes to have a material impact on its operations or financial statements.
IFRS 18 - Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 establishes new requirements for the presentation of the income statement, including specific totals and subtotals. Furthermore, entities must classify all income and expenses into one of the following five categories: operating, investing, financing, income taxes, and discontinued operations, with the first three categories being new.
The standard also requires the disclosure of performance measures defined by management, subtotals of revenues and expenses, and imposes new requirements for the aggregation and disaggregation of financial information, basis on the "functions" identified in the primary financial statements and accompanying notes.
In addition, some specific changes were made to IAS 7, such as modifying the starting point for determining cash flows from operations using the indirect method, which changes from "profit or loss for the period" to "operating profit or loss," and removing the option to classify dividend and interest cash flows.
The changes to IFRS 18 will take effect for reporting periods beginning on or after January 1, 2027, and will be applied retrospectively. The Company is currently working to identify all the impacts these changes will have on its financial statements and related notes to comply with the new requirement within the established timeframe.
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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: March 9, 2026
| COSAN S.A. | ||
|---|---|---|
| By: | /s/ Rafael Bergman | |
| Name: Rafael Bergman | ||
| Title: Chief Financial Officer |