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6-K 1 ea024266202-6k_brf.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

dated May 19, 2025

 

Commission File Number 1-15148

 

BRF S.A.
(Exact Name as Specified in its Charter)

 

N/A
(Translation of Registrant’s Name)

 

14401 AV. DAS NACOES UNIDAS 22ND FLOOR

CHAC SANTO ANTONIO 04730 090-São Paulo – SP, Brazil

(Address of principal executive offices) (Zip code)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ☐   No ☒

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 


 

*             *             *

 

 This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially from those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2024.

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 19, 2025  
   
  BRF S.A.
   
  By: /s/ Fabio Luis Mendes Mariano
    Name:  Fabio Luis Mendes Mariano
    Title: Chief Financial and Investor Relations Officer  

 

2


 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
99.1   Marfrig Global Foods S.A. Audited Individual and Consolidated financial statements as of and for the year ended December 31, 2024.
99.2   Marfrig Global Foods S.A. Interim Financial Information, Individual and Consolidated as of and for the three months ended March 31, 2025
99.3   Marfrig Global Foods S.A. Summary Results for the three months ended March 31, 2025

 

 

3

 

 

EX-99.1 2 ea024266202ex99-1_brf.htm MARFRIG GLOBAL FOODS S.A. AUDITED INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

Exhibit 99.1

 

CONTENTS 

 

Independent auditor’s report  
Independent Auditor’s Report on the Separate and Consolidated Financial Statements 03
   
Financial Statements  
Balance sheet 09
Statement of income 11
Statement of comprehensive income 12
Statement of cash flows 13
Statement of changes in equity 14
Statement of value added 15
   
Management Report  
Management report  

 

Notes to the separate and consolidated financial statements  
1. Operations 16
2. Presentation and preparation of the parent company and consolidated financial statements 17
3. Summary of material accounting policies 18
     
Assets  
4. Cash and cash equivalents 33
5. Financial investments and marketable securities 34
6. Trade accounts receivable 35
7. Inventories 36
8. Biological assets 37
9. Recoverable taxes 38
10. Notes receivable 40
11. Advances to suppliers 40
12. Assets and liabilities held for sale and discontinued operations 40
13. Deferred income and social contribution taxes 43
14. Investments 44
15. Investment property 49
16. Property, plant and equipment 50
17. Right-of-use assets 52
18. Intangible assets 53
     
Liabilities and Equity  
19. Trade accounts payable 54
20. Accrued payroll and related charges 55
21. Taxes payable 63
22. Loans, financing and debentures 64
23. Advances from customers 67
24. Lease payable 68
25. Notes payable   70
26. Provision for contingencies 70
27. Equity 73
     
Income or Loss  
28. Net sales revenue 78
29. Costs and expenses by nature 78
30. Net financial result 79
31. Earnings (loss) per share 79
     
Financial instruments  
32. Financial instruments and risk management 79
     
Taxes on income  
33. Income and social contribution taxes 91
     
Other information  
34. Segment reporting 91
35. Insurance coverage 92
36. Related-party transactions 93
37. Management compensation 96
38. Additional information of the cash flow statements 99
39. Events after the reporting period 100

 

Audit Committee Opnions and Reports  
Opinion on the fiscal council  
Summary annual report on the activities of the statutory audit committee  
Statutory audit committee’s opinion  
   
Statements  
Statement of executive officers on the financial statements  
Statement of executive officers on the independent auditors report  

 

 


(Free translation from the original issued in Portuguese. In the event of any discrepancies, the Portuguese language version shall prevail.)

Independent auditor’s report on the individual and consolidated financial statements

 

 
  Grant Thornton Auditores
  Independentes Ltda.
   
  Av. Eng. Luiz Carlos Berrini, 105 -
  12o andar Itaim Bibi, São Paulo (SP)
  Brasil
   
  T +55 11 3886-5100

 

To the Management and Shareholders of

Marfrig Global Foods S.A.

São Paulo – SP

 

Opinion

 

We have audited the individual and consolidated financial statements of Marfrig Global Foods S.A. (the Company), identified as Parent and Consolidated, respectively, which comprise the statement of financial position as of December 31, 2024, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and the corresponding explanatory notes, including material accounting policies and other explanatory information.

 

In our opinion, the financial statements present fairly, in all material respects, the individual and consolidated financial position of Marfrig Global Foods S.A. as of December 31, 2024, and its individual and consolidated financial performance and individual and consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) (currently denominated IFRS Accounting Standards).

 

Basis for opinion

 

We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements set forth in the Code of Ethics for Professional Accountants and the professional standards issued by the Federal Accounting Council 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.

 

   
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Key audit matters

 

The key audit matters are those who, in our professional judgment, were the most significant in our audit of current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and when we formed our opinion on these individual and consolidated financial statements, and, accordingly, we do not express a separate opinion on these matters.

 

1. Evaluation for impairment of goodwill arising from business combinations and intangible assets of defined useful life – Notes No. 3.1.6, 14, and 18

 

Why the matter was determined to be a KAM

 

As described in Notes No. 14, “Investments”, and 18, “Intangible Assets”, as of December 31, 2024, the Company had goodwill based on expected future profitability and certain intangible assets with finite useful life recorded in the individual and consolidated financial statements, in the amounts of R$ 498,589 thousand, and R$ 19,127,733 thousand, respectively. The assets in question arise from acquisitions of investments made in the current year and in last years, subject to critical judgments and assessments in determining their recoverability, which take into consideration the generation of future profits, among other assumptions. Based on judgments and assumptions, the Company makes estimates to evaluate the likelihood of occurrence or not of future profits to realize said assets as well as to establish the assumptions and estimates that determine such profits.

 

By definition, the resulting accounting estimates will rarely be equal to the respective actual results (due to uncertainties and the high degree of judgment inherent in determining these assumptions and estimates). Therefore, the estimates and assumptions involve a significant risk and may require a material adjustment to the carrying amounts of the assets in the individual and consolidated financial statements at the date of the respective evaluations. For this reason, we considered this matter significant and, thus, a key audit matter.

 

How the matter was addressed in the audit of the financial statements

 

Our audit procedures included, among others:

Evaluate and obtain an understanding of the processes, operating controls and cash flow projections considered in the impairment tests;
Involve our corporate finance specialists in the valuation of financial and economic projections, review of mathematical calculations, analysis and understanding of the assumptions and methodology used to calculate and compare information to market expectations, and comparison of information to expectations from previous years and other historical information;
Challenge the assumptions calculated by Management, such as interest and economic growth rates, to determine whether the assumptions were adequate, conservative or unrealistic based on economic data and market inputs; and
Evaluate the disclosures made by the Company in the individual and consolidated financial statements.

 

Based on our audit approach and the procedures performed, we understand that the amounts recorded and the criteria and assumptions adopted and disclosed in the financial statements to assess impairment of certain intangible assets, including goodwill, are appropriate in the context of the individual and consolidated financial statements taken as a whole.

 

   
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163  4

 


 

 

2. Realization of federal and state tax credits – Notes No. 9 and 13

 

Why the matter was determined to be a KAM

 

As described in Notes 9, “Recoverable taxes”, and 13, “Deferred income and social contribution taxes”, as December 31, 2024, the Company had federal and state tax credits recorded in the individual and consolidated financial statements, in addition to deferred income and social contribution tax assets arising from tax losses, negative social contribution basis and temporarily non-deductible and/or taxable differences, in the amounts of R$ 7,771,818 thousand, and R$ 17,853,778 thousand, respectively. Said tax credits are subject to critical judgments and assessments in determining their recoverability. The accrual of tax credits by companies in the meatpacking industry is inherent in the business, due to the tax incentives granted by Brazilian legislation to exporters.

 

Management assesses the impairment risk of these assets when the likelihood of using these tax credits is remote, considering the following legal alternatives: (i) offset against other state and federal taxes, under the prevailing tax legislation; (ii) payments to suppliers; (iii) acquisition of equipment, inputs, and consumables by means of negotiation with suppliers; and (iv) request for approval and refund, in kind, of said tax credits. Regarding the deferred income tax asset, based on judgment and assumptions, the Company makes estimates to evaluate the likelihood of occurrence or not of future profits to realize said asset as well as to establish the assumptions and estimates that determine such profits.

 

By definition, the resulting accounting estimates will rarely be equal to the respective actual results (due to uncertainties and the high degree of judgment inherent in determining these assumptions and estimates). Therefore, the estimates and assumptions involve a significant risk and may require a material adjustment to the carrying amounts of the assets in the individual and consolidated financial statements at the date of the respective evaluations. For this reason, we considered this matter significant and, thus, a key audit matter.

 

How the matter was addressed in the audit of the financial statements

 

Our audit procedures included, among others:

Analyze the existence of disallowance of any tax credits taken during the year;
Obtain a confirmation letter from the Company’s attorneys for the ongoing requests for tax credit refund;
Analyze, on a sampling basis, acquisitions of inputs, equipment and payments to suppliers during the year;
Evaluate and gain an understanding of the processes, operating controls and cash flow projections considered in the impairment tests and involve our corporate finance specialists in the valuation of financial and economic projections, review of mathematical calculations, analysis and understanding of the assumptions and methodology used to calculate and compare information to market expectations, and comparison of information to expectations from previous years and other historical information;
Analyze, on a sampling basis, the federal and state tax credits offset against tax debts of the same nature and evaluate requests for refund filed during the year;
Challenge the assumptions calculated by Management, such as interest and economic growth rates, to determine whether the assumptions were adequate, conservative or unrealistic based on economic data and market inputs; and
Evaluate the disclosures made by the Company in the individual and consolidated financial statements.

 

   
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Based on the audit approach and the procedures performed, we understand that the amounts recorded and criteria and assumptions adopted in recording tax credits and respective disclosures are appropriate in the context of the individual and consolidated financial statements taken as a whole.

 

Other matters

 

Statements of value added

 

The individual and consolidated statements of value added (DVA) for the year ended December 31, 2024, prepared under the responsibility of the Company’s management and presented as supplemental information for IFRS purposes, have been subject to auditing procedures which were performed together with the audit of the Company’s financial statements. In forming our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in NBC TG 09 – Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, according to the criteria defined in said technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.

 

Information other than the individual and consolidated financial statements and auditor’s report thereon

 

The Company’s management is responsible for this other information that is included in the Management Report.

 

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the individual 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 Management Report, we are required to report this fact. We have nothing to report in this regard.

 

Responsibility of management and those charged with governance for the individual and consolidated financial statements

 

Management is responsible for the preparation and fair presentation of these individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) (currently denominated IFRS Accounting Standards), 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 individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements, unless Management either intends to liquidate the Company and its subsidiary or to cease operations, or has no realistic alternative to avoid doing so.

 

Those charged with the Company’s and its subsidiaries’ governance are those responsible for overseeing the financial reporting process.

 

   
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Auditor’s responsibility for the audit of the individual and consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements, taken 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. In addition, we:

Identify and assess the risks of material misstatement of the individual 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 override of internal control, collusion, forgery, intentional omissions or misrepresentations;
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 Company’s and its subsidiaries’ internal control;
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management;
Conclude on the appropriateness of management’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 Entity’s ability 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 individual 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 to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit and, consequently, for the audit opinion.

 

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 may have identified during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.

 

   
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From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements for the current year 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, February 26, 2025

 

Grant Thornton Auditores Independentes Ltda.

CRC 2SP-025.583/O-1

 

/s/ Marcelo Castro Valentini  

Marcelo Castro Valentini

Assurance Partner CRC 1SP-239.472/O-2

 

   
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MARFRIG GLOBAL FOODS S.A.
                     
Balance sheet
As at December 31, 2024 and 2023
(In thousands of Brazilian reais - R$)
                     
ASSETS
                     
        Parent   Consolidated
                     
    NE   12/31/2024   12/31/2023   12/31/2024   12/31/2023
                     
CURRENT ASSETS                    
Cash and cash equivalents   4   732,320   1,940,237   4,516,687   6,460,212
Financial investments and marketable securities   5   5,717,946   2,087,328   18,002,828   15,418,144
Trade accounts receivable   6   9,153,215   2,477,851   9,175,814   7,213,646
Inventories   7   664,152   525,365   11,482,938   10,113,118
Biological assets   8   -   -   2,926,421   2,756,684
Recoverable taxes   9   756,930   1,220,697   3,235,325   2,920,641
Prepaid expenses       6,229   4,829   425,830   302,499
Notes receivable   10   650,180   554,995   59,452   96,770
Advances to suppliers   11   2,458,770   716,938   2,739,402   913,428
Derivative financial instruments   32   8,629   3,655   84,969   126,921
Restricted cash       -   -   276,025   13,814
Dividends receivable       -   -   851   851
Other receivables       98,457   115,721   586,066   664,869
                     
        20,246,828   9,647,616   53,512,608   47,001,597
                     
Assets held for sale   12   999,649   5,709,854   1,422,058   5,099,203
                     
Total current assets       21,246,477   15,357,470   54,934,666   52,100,800
                     
                     
NON-CURRENT ASSETS                    
Financial investments and marketable securities   5   -   -   323,811   319,995
Trade accounts receivable   6   -   -   22,620   5,897
Judicial deposits       58,201   41,245   487,501   463,528
Recoverable taxes     9   5,509,034   4,003,869   10,141,498   9,089,563
Notes receivable     10   2,890,719   8,172,945   8,635   2,130
Restricted cash       -   -   60,790   72,395
Deferred income and social contribution taxes   13   1,505,854   -   4,476,955   2,586,765
Derivative financial instruments   32   12   96,022   251,582   625,851
Other receivables         409   207   249,999   229,725
                     
        9,964,229   12,314,288   16,023,391   13,395,849
                     
                     
Biological assets     8   -   -   1,787,237   1,858,316
Investments   14   23,231,783   23,912,868   224,843   654,638
Investment property   15   116,794   115,165   116,794   115,165
Property, plant and equipment   16   2,217,560   1,882,521   41,246,113   40,646,704
Right-of-use assets   17   359,527   15,451   4,049,362   3,631,190
Intangible assets   18   232,139   233,300   19,127,733   18,551,974
                     
        26,157,803   26,159,305   66,552,082   65,457,987
                     
Total non-current assets       36,122,032   38,473,593   82,575,473   78,853,836
                     
                     
TOTAL ASSETS       57,368,509   53,831,063   137,510,139   130,954,636

 

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

 9

 




 

MARFRIG GLOBAL FOODS S.A.  
                       
Balance sheet  
As at December 31, 2024 and 2023  
(In thousands of Brazilian reais - R$)  
                       
LIABILITIES AND EQUITY  
                       
        Parent   Consolidated  
            Reclassified       Reclassified  
    NE   12/31/2024   12/31/2023   12/31/2024   12/31/2023  
                       
CURRENT LIABILITIES                      
Trade accounts payable   19   1,801,269   1,129,622   20,261,845   16,706,980  
Accrued payroll and related charges   20   217,460   95,122   2,351,893   1,669,658  
Taxes payable   21   18,818   135,839   1,236,661   763,562  
Loans, financing and debentures   22   4,479,301   3,181,118   8,352,851   7,509,414  
Advances from customers   23   4,789,380   3,523,193   6,089,060   4,614,640  
Lease payable   24   29,004   4,167   1,204,466   1,080,298   
Notes payable   25   62,360   7,046   220,653   196,697  
Provision for contingencies   26   -   -   784,296   720,187  
Derivative financial instruments   32   63,917   28,286   450,945   121,443  
Dividends and interest on equity paid       284   -   2,792   810  
Other payables       16,113   42,056   1,242,969   729,346  
                 
        11,477,906   8,146,449   42,198,431   34,113,035  
                     
Liabilities related to held-for-sale assets   12   -   7,231,861   767,344   8,057,838  
                       
Total current liabilities       11,477,906   15,378,310   42,965,775   42,170,873  
                       
                       
NON-CURRENT LIABILITIES                      
Deferred income and social contribution taxes   13   -   16,457   8,755,947   9,553,512  
Trade accounts payable   19   -   -   11,767   422  
Accrued payroll and related charges   20   -   -   467,127   454,398  
Taxes payable     21   58,867   59,400   258,302   346,661  
Loans, financing and debentures   22   16,774,557   9,213,552   52,770,780   44,076,178  
Lease payable     24   344,851   13,823   3,691,734   3,158,263  
Notes payable     25   24,486,804   21,275,644   39,156   63,239  
Provision for contingencies   26   222,059   208,125   6,607,415   5,461,632  
Derivative financial instruments   32   1,179,321   34,428   1,415,527   94,247  
Other payables       -   -   588,497   685,376  
                     
Total non-current liabilities       43,066,459   30,821,429   74,606,252   63,893,928  
                       
                       
EQUITY                    
Share capital   27.1   10,367,391   10,367,391   10,367,391   10,367,391  
Capital reserve and treasury shares   27.2   (2,141,436 ) (515,881 ) (2,141,436 ) (515,881 )
Legal reserve   27.3   624,664   484,848   624,664   484,848  
Tax incentive reserve   27.4   964,286   229,403   964,286   229,403  
Earnings reserve   27.5   2,637,330   2,927,390   2,637,330   2,927,390  
Other comprehensive income   27.6   (9,628,091 ) (5,861,827 ) (9,628,091 ) (5,861,827 )
                     
Controlling shareholders’ equity       2,824,144   7,631,324   2,824,144   7,631,324  
                     
    Non-controlling interest       -   -   17,113,968   17,258,511  
                       
Total equity       2,824,144   7,631,324   19,938,112   24,889,835  
                       
TOTAL LIABILITIES AND EQUITY       57,368,509   53,831,063   137,510,139   130,954,636  

 

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

 

 10

 




 

MARFRIG GLOBAL FOODS S.A.  
   
Statement of income  
Years ended December 31, 2024 and 2023  
(In thousands of Brazilian reais - R$, except earnings per share)  
                       
        Parent   Consolidated  
        YTD   YTD   YTD   YTD  
    NE   2024   2023   2024   2023  
NET SALES REVENUE   28   10,791,159   8,682,080   148,860,959   132,218,010  
                       
Cost of products and goods sold   29   (8,420,095 ) (6,838,039 ) (129,170,289 ) (118,840,540 )
                       
GROSS PROFIT       2,371,064   1,844,041   19,690,670   13,377,470  
                       
Operating expenses       (935,512 ) (1,737,563 ) (13,753,399)   (12,316,283 )
                       
Selling expenses   29   (588,566 ) (468,018 ) (11,235,367 ) (10,431,076 )
General and administrative expenses   29   (261,687 ) (283,125 ) (2,218,427 ) (1,966,505 )
Equity in earnings (losses) of subsidiaries   14   14,263   (915,877 ) (34,585 ) (63,504 )
Other operating income (expenses)       (99,522 ) (70,543 ) (265,020)   144,802  
                       
Net income before financial income (expenses)       1,435,552   106,478   5,937,271   1,061,187  
                       
Net financial result   30   (2,547,608 ) (1,628,646 ) (5,532,159 ) (5,602,415 )
                       
Financial income       4,229,425   2,602,405   12,654,204   11,521,121  
Financial expenses       (6,777,033 ) (4,231,051 ) (18,186,363 ) (17,123,536 )
                       
NET INCOME (LOSS) BEFORE TAXES       (1,112,056 ) (1,522,168 ) 405,112   (4,541,228 )
                       
Income and social contribution taxes       2,822,691   173,782   2,391,309   1,089,599  
                       
Current income and social contribution taxes   33   1,036,605   15,382   (319,893 ) (223,020 )
Deferred income and social contribution taxes   33   1,786,086   158,400   2,711,202   1,312,619  
                       
NET PROFIT (LOSS) FOR THE YEAR FROM CONTINUED OPERATIONS       1,710,635   (1,348,386 ) 2,796,421   (3,451,629 )
                       
Net income (loss) for the year from discontinued operations   12   1,084,766   (169,390 ) 1,084,449   (169,617 )
                       
Net income (loss) for the year from continuing and discontinued operations     2,795,401   (1,517,776 ) 3,880,870   (3,621,246 )
                       
Net income attributable to:                      
Controlling interest - continuing operation       1,710,635   (1,348,386 ) 1,710,635   (1,348,386 )
Controlling interest - discontinued operation       1,084,766   (169,390 ) 1,084,766   (169,390 )
Controlling interest       2,795,401   (1,517,776 ) 2,795,401   (1,517,776 )
                       
Non-controlling interest - continuing operation       -   -   1,085,786   (2,103,243 )
Non-controlling interest - discontinued operation       -   -   (317 ) (227 )
Non-controlling interest       -   -   1,085,469   (2,103,470 )
                   
        2,795,401   (1,517,776 ) 3,880,870   (3,621,246 )
                       
Basic and diluted earnings (losses) per share - common continuing operation       1.8933   (2.1022)   1.8933    (2.1022 )
Basic and diluted earnings (losses) per share - common discontinued operation       1.2006   (0.2641)   1.2006    (0.2641 )
BASIC AND DILUTED EARNINGS (LOSSES) PER SHARE - COMMON   31   3.0939   (2.3663)   3.0939    (2.3663 )

 

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

 

 11

 




 

MARFRIG GLOBAL FOODS S.A.

 

Statement of comprehensive income

Years ended December 31, 2024 and 2023

(In thousands of Brazilian reais - R$)

 

    Parent   Consolidated  
    YTD   YTD   YTD   YTD  
    2024   2023   2024   2023  
                   
NET INCOME FOR THE YEAR   2,795,401   (1,517,776 ) 3,880,870   (3,621,246 )
                   
Exchange variation on net investments and balance sheet translation   (2,589,672 ) (1,000,463 ) (2,963,629 ) (2,614,821 )
Gains (losses) on net investment hedge   (170,967 ) 56,500   (339,101 ) 146,286  
Gains (losses) on net interest hedge   (894,280 ) 1,598   (894,280 ) 1,598  
Actuarial losses on pension plans and post-employment benefits   (10,476 ) (11,504 ) (20,805 ) (18,044 )
Losses on investments at FVOCI   (23,494 ) -   (46,529 ) -  
Share-based payment in subsidiary BRF   2,832   3,434   2,832   7,719  
Treasury shares in subsidiary BRF   (10,365 ) 4,523   (10,365 ) 13,582  
Equity amounts related to assets held for sale   (69,842 ) 730,893   (69,842 ) 730,893  
                   
Total comprehensive income for the year   (3,766,264 ) (215,019 ) (4,341,719 ) (1,732,787 )
                   
TOTAL COMPREHENSIVE INCOME FOR THE YEAR   (970,863 ) (1,732,795 ) (460,849 ) (5,354,033 )
                   
Attributable to:                  
Controlling interest - continuing operation   (2,055,629 ) (1,563,405 ) (2,055,629 ) (1,563,405 )
Controlling interest - discontinued operation   1,084,766   (169,390 ) 1,084,766   (169,390 )
                   
Controlling interest   (970,863 ) (1,732,795 ) (970,863 ) (1,732,795 )
                   
                   
Non-controlling interest - continuing operation   -   -   510,331   (3,621,011 )
Non-controlling interest - discontinued operation   -   -   (317 ) (227 )
                   
Non-controlling interest   -   -   510,014   (3,621,238 )

 

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

 

 12

 




 

MARFRIG GLOBAL FOODS S.A.

 

Statement of cash flows

Years ended December 31, 2024 and 2023

(In thousands of Brazilian reais - R$)

 

  Parent   Consolidated  
        Reclassified       Reclassified  
    YTD   YTD   YTD   YTD  
    2024   2023   2024   2023  
NET INCOME FROM CONTINUING OPERATIONS IN THE YEAR   1,710,635   (1,348,386 ) 1,710,635   (1,348,386 )
                   
NON-CASH ITEMS   (108,859 ) 2,530,203   13,722,641   10,485,260  
                   
Depreciation and amortization   179,391   171,736   7,197,504   6,740,232  
Non-controlling interest   -   -   1,085,786   (2,103,243 )
Provision for contingencies   86,372   41,024   1,619,969   70,573  
Deferred taxes and tax liabilities   (1,786,086 ) (158,400 ) (2,711,202 ) (1,312,619 )
Equity in earnings of subsidiaries   (14,263 ) 915,877   34,585   63,504  
Exchange variation on financing   1,238,252   (128,965 ) 2,566,791   (849,303 )
Exchange variation on other assets and liabilities   (1,590,903 ) (20,409 ) (2,280,164 ) 2,024,967  
Interest expenses on financial debt   1,694,261   1,559,035   4,828,250   5,157,074  
Interest expenses on finance lease   1,227   1,256   409,988   305,960  
Cost with issue of financial operations   45,349   30,071   194,269   153,188  
Adjustment to present value and market-to-market   100   168   (10,548 ) 982,582  
Estimated (reversion) losses on inventories   (9,466 ) 10,864   (38,605 ) (84,464 )
Estimated losses on doubtful accounts   581   11,430   47,068   56,621  
Estimated losses on non-realization of recoverable taxes   30,000   100,000   31,117   119,259  
Revaluation of investment property   (1,629 ) (3,836)   (1,629 ) (3,836)  
Gain (loss) on fair value adjustment   -   -   78,578   (187,736 )
Other non-cash effects   17,955   352   670,884   (647,499 )
                   
EQUITY CHANGES   (1,445,541 ) 200,384   (2,666,927 ) 1,919,506  
                   
Trade accounts receivable   (2,016,529 ) 158,362   2,273,620   1,987,815  
Inventories   (112,327 ) (119,160 ) 75,739   1,349,168  
Biological assets - current   -   -   (156,743 ) 312,687  
Judicial deposits and contingencies   (75,382 ) (57,782 ) (413,025 ) (94,406 )
Accrued payroll and related charges   121,661   3,297   70,431   (445,257 )
Trade accounts payable and supplier chain financing   (2,500,052 ) 21,633   (3,782,461 ) (1,329,027 )
Current and deferred taxes   (373,085 ) (52,695 ) (360,582 ) 1,085,589  
Notes receivable and payable   3,165,208   263,835   (1,336,640 ) (742,173 )
Derivative financial instruments   438,219   (33,996 ) 274,735   (274,132 )
Other assets and liabilities   (93,254 ) 16,890   687,999   69,242  
                   
CASH FLOW PROVIDED BY OPERATING ACTIVITIES   156,235   1,382,201   12,766,349   11,056,380  
                   
Investments   (1,731,120 ) (4,990,957 ) (222,734 ) (3,030,001 )
Investments in fixed assets   (413,527 ) (128,470 ) (2,318,685 ) (2,045,868 )
Investments in non-current biological assets   -   -   (1,454,688 ) (1,457,167 )
Investments in intangible assets   -   -   (159,879)   (168,900 )
Financial investments and marketable securities   (3,630,618 ) (129,987 ) (2,384,349 ) 581,569  
                   
CASH FLOW USED IN INVESTING ACTIVITIES   (5,775,265 ) (5,249,414 ) (6,540,335 ) (6,120,367 )
                   
Loans and financing   600,919   (1,633,493 ) (9,081,859 ) (7,264,538 )
Loans obtained   6,400,446   7,872,408   75,998,148   49,407,327  
Loans settled   (5,799,527 ) (9,505,901 ) (85,080,007 ) (56,671,865 )
Payment of derivatives - fair value hedge   -   -   (110,043 ) (699,345 )
Leases paid   (5,394)   (3,650 ) (1,314,391 ) (1,066,713 )
Treasury shares   (560,970 ) (213,153 ) (1,849,212 ) (213,153 )
Capital increase   -   2,163,000   -   5,760,088  
Share issuance expenses   -   -   -   (86,759 )
Dividends and interest on equity received (paid)   194,303   3,575,736   (3,135,078 ) (340,763 )
                   
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES   228,858   3,888,440   (15,490,583 ) (3,911,183 )
Exchange variation on cash and equivalents   489,021   23,436   2,434,715   (149,686 )
Discontinued operations net of cash   3,693,234   176,245   4,886,329   (818,720 )
                   
CASH FLOW IN THE YEAR   (1,207,917 ) 220,908   (1,943,525 ) 56,424  
                   
CASH AND CASH EQUIVALENTS                  
                   
Balance at end of year   732,320   1,940,237   4,516,687   6,460,212  
Balance at beginning of year   1,940,237   1,719,329   6,460,212   6,403,788  
                   
CHANGE IN THE YEAR   (1,207,917 ) 220,908   (1,943,525 ) 56,424  

 

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

 

 13

 




 

MARFRIG GLOBAL FOODS S.A.

 

Statement of changes in equity

Years ended December 31, 2024 and 2023

(In thousands of Brazilian reais - R$)

 

    Share capital   Capital reserve
and treasury
shares
  Legal reserve   Tax incentive reserve   Earnings
reserve
  Other comprehensive income   Total   Total non-controlling interest   Total equity  
AT DECEMBER 31, 2022   8,204,391   (2,434,260)   484,848   517,726   4,443,963   (5,646,808)   5,569,860   20,879,749   26,449,609  
Cumulative translation adjustment and asset valuation adjustment   -   119,049   -   -   1,203   (1,000,463 ) (880,211 ) (1,614,358 ) (2,494,569 )
Aquisition of treasury shares   -   (213,153 ) -   -   -   -   (213,153 ) -   (213,153 )
Goodwill stock option   -   (1,264 ) -   -   -   -   (1,264 ) -   (1,264 )
Gains on net investment hedge   -   -   -   -   -   56,500   56,500   89,786   146,286  
Gains on net interest hedge   -   -   -   -   -   1,598   1,598   -   1,598  
Actuarial losses on pension plans and post-employment benefits   -   -   -   -   -   (11,504 ) (11,504 ) (6,540 ) (18,044 )
Share-based payment in subsidiary BRF   -   -   -   -   -   3,434   3,434   4,285   7,719  
Treasury shares in subsidiary BRF   -   -   -   -   -   4,523   4,523   9,059   13,582  
Capital increase   2,163,000   -   -   -   -   -   2,163,000   -   2,163,000  
Gain on BRF capital transactions   -   2,013,747   -   -   -   -   2,013,747   -   2,013,747  
Equity amounts related to assets held for sale   -   -   -   (288,323)   -   730,893   442,570   -   442,570  
Loss for the year   -   -   -   -   (1,517,776 ) -   (1,517,776 ) (2,103,470 ) (3,621,246 )
                                       
AT DECEMBER 31, 2023   10,367,391   (515,881 ) 484,848   229,403   2,927,390   (5,861,827 ) 7,631,324   17,258,511   24,889,835  

 

    Share capital   Capital reserve and treasury shares   Legal reserve   Tax incentive reserve   Earnings reserve   Other comprehensive income   Total   Total non-
controlling interest
  Total equity  
AT DECEMBER 31, 2023   10,367,391   (515,881 ) 484,848   229,403   2,927,390   (5,861,827 ) 7,631,324   17,258,511   24,889,835  
Cumulative translation adjustment and asset valuation adjustment   -   (433,432 ) -   -   915   (2,589,672 ) (3,022,189 ) (373,957 ) (3,396,146 )
Aquisition of treasury shares   -   (560,970 ) -   -   -   -   (560,970 ) -   (560,970 )
Goodwill stock option   -   (187 ) -   -   -   -   (187 ) -   (187 )
Losses on net investment hedge   -   -   -   -   -   (170,967 ) (170,967 ) (168,134 ) (339,101 )
Losses on net interest hedge   -   -   -   -   -   (894,280 ) (894,280 ) -   (894,280 )
Actuarial losses on pension plans and post-employment benefits   -   -   -   -   -   (10,476)   (10,476 ) (10,329 ) (20,805 )
Losses on investments at FVOCI   -   -   -   -   -   (23,494 ) (23,494 ) (23,035 ) (46,529 )
Share-based payment in subsidiary BRF   -   (19,403 ) -   -   -   2,832   (16,571 ) (16,201 ) (32,772 )
Treasury shares in subsidiary BRF   -   (639,521 ) -   -   -   (10,365 ) (649,886 ) (638,356 ) (1,288,242 )
Continued and discontinued transfer   -   -   -   288,323   -   -   288,323   -   288,323  
Gain on subsidiaries capital transactions   -   27,958   -   -   -   -   27,958   -   27,958  
Equity amounts related to assets held for sale   -   -   -   -   -   (69,842 ) (69,842 ) -   (69,842 )
Dividend distribution   -   -   -   -   (2,500,000)   -   (2,500,000 ) -   (2,500,000 )
Net income for the year   -   -   139,816   446,560   2,209,025   -   2,795,401   1,085,469   3,880,870  
                                     
AT DECEMBER 31, 2024   10,367,391   (2,141,436 ) 624,664   964,286   2,637,330   (9,628,091)   2,824,144   17,113,968   19,938,112  

 

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

 

 14

 




 

MARFRIG GLOBAL FOODS S.A.

 

Statement of value added

Years ended December 31, 2024 and 2023

(In thousands of Brazilian reais - R$)

 

    Parent   Consolidated  
    YTD   YTD   YTD   YTD  
    2024   2023   2024   2023  
REVENUE   11,437,919   9,215,225   159,320,206   141,993,605  
Sales of goods and services   11,438,084   9,226,137   158,554,643   141,027,765  
Other revenues   416   1,883   812,631   1,023,940  
Estimated losses on doubtful accounts   (581 ) (12,795 ) (47,068 ) (58,100 )
                   
INPUTS PURCHASED FROM THIRD PARTIES (including   8,815,743   7,097,970   125,618,105   115,645,149  
taxes - ICMS, IPI, PIS and COFINS)          
Cost of goods sold and services rendered   7,247,830   5,913,772   105,276,803   96,811,129  
Materials, energy, outsourced services and other   1,577,379   1,176,337   20,379,907   18,921,525  
Impairment/recovery of assets   (9,466 ) 7,861   (38,605 ) (87,505 )
                   
GROSS VALUE ADDED   2,622,176   2,117,255   33,702,101   26,348,456  
Depreciation and amortization   179,391   171,736   7,197,504   6,740,232  
                   
NET VALUE CREATED BY THE COMPANY   2,442,785   1,945,519   26,504,597   19,608,224  
                   
VALUE ADDED RECEIVED THROUGH TRANSFER   7,809,086   3,123,849   16,909,246   13,695,485  
Equity in earnings (losses) of subsidiaries   14,263   (915,877 ) (34,585 ) (63,504 )
Financial income   4,229,425   2,602,405   12,654,204   11,521,121  
Discontinued operation   3,565,398   1,437,321   4,289,627   2,237,868  
                   
TOTAL VALUE ADDED TO BE DISTRIBUTED   10,251,871   5,069,368   43,413,843   33,303,709  
                   
VALUE ADDED DISTRIBUTION   10,251,871   5,069,368   43,413,843   33,303,709  
                   
EMPLOYEES   642,226   565,616   13,689,027   12,253,073  
Direct compensation   480,451   409,096   11,088,696   10,157,560  
Benefits   125,116   126,188   2,203,913   1,739,816  
FGTS (severance pay fund)   36,659   30,332   396,418   355,697  
                   
TAXES PAYABLE   (2,462,678 ) 168,635   4,059,008   4,648,520  
Federal   (2,664,533 ) (26,813 ) 384,555   981,529  
State   194,097   190,418   3,597,272   3,601,039  
Municipal   7,758   5,030   77,181   65,952  
                   
VALUE DISTRIBUTED TO PROVIDERS OF CAPITAL   9,276,922   5,852,893   21,784,938   20,023,362  
Financial expenses   6,777,033   4,231,051   18,186,363   17,123,536  
Rentals   19,257   15,131   393,397   492,341  
Discontinued operation   2,480,632   1,606,711   3,205,178   2,407,485  
                   
VALUE DISTRIBUTED TO SHAREHOLDERS   2,795,401   (1,517,776 ) 3,880,870   (3,621,246 )
Net income (loss) from operations in the year   2,795,401   (1,517,776 ) 2,795,401   (1,517,776 )
Non-controlling interest   -   -   1,085,469   (2,103,470 )

 

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

 

 15

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

1. OPERATIONS

 

Marfrig Global Foods S.A. (“Company” or “Marfrig”) is a multinational corporation operating in the food industry, in the food service, retail and convenience, industrial and export channels in Brazil and around the world. With a production footprint spanning the Americas and the Middle East, it has a diversified and comprehensive portfolio of products and its operations are founded on its commitment to excellence and quality, which has assured its products presence in the world’s largest restaurant chains and supermarkets, as well as homes in nearly 100 countries. The Company’s activities include the production, processing, further processing, sale and distribution of animal-based products (beef, pork, lamb, fish and poultry), pastas, margarine, pet food, and plant-based proteins. The Company is domiciled in Brazil and headquartered in the city of São Paulo.

 

The Company is a publicly held corporation with its shares listed on the Novo Mercado listing segment of the Brazilian Stock Exchange B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the ticker MRFG3. Because it is listed on the Novo Mercado special corporate governance segment of B3, the Company is subject to arbitration under the Market Arbitration Chamber, pursuant to the arbitration clause in its by-laws. It also trades as a Level I American Depositary Receipt (ADR), under the ticker MRRTY, on the Over-the-Counter (OTC) Market in the United States. Each ADR (USOTC:MRRTY) corresponds to one common share (BOV:MRFG3).

 

The Company’s stock is also a component of the main performance indicators of Brazil’s Capital Markets, such as the Bovespa Index. Marfrig stock is also a component of the stock indexes of the Brazilian Stock Exchange: Bovespa Index (IBOV); Value Index (IVBX 2); Agribusiness Index (AGFS - IAGRO); BM&FBOVESPA Broad Brazil Index (IBrA); Brazil Index 100 (IBrX 100); Brazil Index 50 (IBrX 50); Consumption Index (ICON); Corporate Governance Trade Index (IGCT); Special Corporate Governance Stock Index (IGC); Novo Mercado Corporate Governance Index (IGC-NM); Industrial Sector Index (INDX); Special Tag-Along Stock Index (ITAG); Small Cap Index (MLCX); and BM&FBOVESPA Dividend Index (IDIV B3). The Company’s stock is also part of the sustainability reference index: Carbon Efficient Index (ICO2).

 

Weather events in Rio Grande do Sul

On May 1, 2024, Rio Grande do Sul declared a state of public calamity throughout its territory affected by extreme weather events, causing material and environmental damages, with the destruction of homes, roads and bridges, compromising the operation of local and regional public and private institutions and closing public roads.

 

The subsidiary BRF was affected by total and partial stoppages in its regional operations, industrial complexes, distribution centers and support offices, and made the necessary efforts to resume operations.

 

Due to these weather events, the Company incurred additional losses and expenses, mainly related to the agricultural and industrial production processes, structural and equipment repairs and expenses with donations, which are presented in the financial statements in the following accounts:

 

  Consolidated
YTD 2024
Cost of products and goods sold (104,418)
Selling expenses (3,774)
General and administrative expenses (6,846)
  (115,038)

 

The subsidiary BRF has insurance policies for events of this nature and is in the process of regulating this claim in Rio Grande do Sul.

 

     
  16

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

2. PRESENTATION AND PREPARATION OF THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

 

The Management of the Company approved the issue of these individual and consolidated financial statements on February 26, 2025, and warrants that, based on its judgment, all material information is substantiated and corresponds to that used in its management activities.

 

2.1. Statement of compliance

Consolidated financial statements

The Company’s consolidated financial statements were prepared and are presented in accordance with accounting policies adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the IFRS Accounting Standards.

 

The accounting policies adopted in Brazil include those provided for in Brazilian Corporation Law, the Brazilian Accounting Standards (NBCs) and resolutions and instructions issued by the Securities and Exchange Commission of Brazil (CVM).

 

The individual and consolidated Statement of Value Added is required under Brazilian Corporation Law and the accounting policies adopted in Brazil applicable to listed companies. IFRS standards do not require said statement. As a result, under IFRS, this statement is being presented as supplementary information, without prejudice to the complete set of financial statements.

 

Individual financial statements

The parent company financial statements were prepared based on the accounting policies adopted in Brazil and resolutions issued by CFC and are disclosed jointly with the consolidated financial statements, observing the accounting guidelines based on Brazilian Corporation Law (Federal Law 6,404/76), which include the provisions introduced, amended and revoked by Law 11,638 of December 28, 2007 and Law 11,941 of May 27, 2009. The aforementioned laws include other changes, but only the main changes occurred for the Company are presented.

 

There is no difference between the equity and consolidated income (loss) and the parent’s equity and income (loss) disclosed in the individual financial statements. Thus, the individual and consolidated financial statements are being presented in the same document.

 

2.2. Basis of presentation

The financial statements were prepared on the historical cost basis, unless otherwise stated. Assets, liabilities and financial instruments, when indicated, may be stated at fair value.

 

The preparation of financial statements in accordance with IFRS and NBCs requires the use of certain accounting estimates by the Company’s management. The areas involving judgment or the use of estimates relevant for the financial statements are mentioned in Note 3.1.3.

 

The financial statements are denominated in Brazilian real (R$), which is the Company’s functional and reporting currency.

 

2.3. Functional currency

The financial statements of each consolidated subsidiary and those used as a basis for accounting for investments under the equity method are prepared using the functional currency of each entity.

 

     
  17

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Under NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements, functional currency is the currency of the primary economic environment in which the entity operates. To define the functional currency of each subsidiary, Management considered which currency significantly influences the sale price of their goods and services and the currency in which most of their production input costs are paid or incurred.

 

2.4. Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency of the Company using the exchange rate at the transaction date. Gains and losses resulting from the difference between the monetary asset and liability balance translation at the end of the period or year and the translation of the transaction balances are recognized in the statement of income. Non-monetary assets and liabilities in foreign currency measured at fair value are translated at the exchange rate on the date on which their fair value is determined and the differences resulting from such translation will be recognized under other comprehensive income on the closing date of each period or fiscal year.

 

Group companies

The results of operations and the financial position of all consolidated subsidiaries and investments accounted for under the equity method, whose functional currency differs from the reporting currency, are translated from the reporting currency, as follows:

 

a) Asset and liability balances are translated using the exchange rate in effect at the date of the financial statements;
b) Statement of income accounts are translated using the monthly average exchange rate, except for subsidiaries located in hyperinflationary economies (closing rate); and
c) All differences arising from the foreign currency translation are recognized in equity and in the statement of comprehensive income under “cumulative translation adjustment”.

 

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

3.1. Material accounting policies

The accounting policies adopted to prepare these financial statements are as follows:

 

3.1.1. Results of operations

Results of operations are recorded on the accrual basis:

 

Revenue

Revenue from sales of products is recognized in accordance with NBC TG 47 (IFRS 15) (CVM Resolution 116/22) – Revenue from contracts with customers, establishing a model of five steps to determine the measurement of revenue and how it will be recognized. Therefore, the Company recognizes revenue when the products are delivered and duly accepted by its customers, upon which the risks and rewards related to ownership are transferred. The ownership of risks and rewards is transferred when the products are shipped with the corresponding sales invoice, taking into account the incoterms. These conditions are met when the goods are transferred to the buyer, complying with the main freights modalities used by the Company.

 

Revenue is shown net of taxes, returns, rebates and discounts and in the consolidated financial statements revenue is also net of intercompany sales eliminations.

 

Financial income and expenses

Income comprises gains on changes in the value of financial assets and liabilities measured at fair value through profit or loss, as well as interest income obtained using the effective interest method.

 

     
  18

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Income also includes interest income on invested amounts, gains on the disposal of financial assets and changes in the value of financial assets. Interest income is recognized in the statement of income using the effective interest method.

 

Financial expenses basically comprise expenses with interest on loans and changes in the value of financial assets and liabilities measured at fair value through profit or loss. Borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset are capitalized with the investment.

 

3.1.2. SEGMENT REPORTING

The information by operating segment is based on internal reporting to the chief operating decision maker, according to NBC TG 22/R2 (CVM Resolution 103/22) – Segment reporting. The chief operating decision makers are the chief executive officer, the chief financial officer and the chief executive of each division (Beef North America, Beef South America, Poultry, Pork and Processed Products – BRF and Corporate).

 

The Company’s management identified four main reportable segments that are strategically organized according to the divisions, as per Note 34.

 

3.1.3. ACCOUNTING ESTIMATES

The preparation of the financial statements in accordance with accounting policies adopted in Brazil and IFRS requires the use of management’s judgment to determine and record accounting estimates. The settlement of transactions involving these estimates may result in values different from estimates, due to the inherent inaccuracy of the process.

 

The Company reviews estimates and assumptions at least quarterly.

 

The issues requiring Company’s estimates are as follows:

 

a) Fair value measurement of biological assets (Note 3.1.6);
b) Measurement corresponding to actuarial gains and losses (Note 3.4)
c) Estimated losses on doubtful accounts (Note 6);
d) Estimate losses on net realizable value (Note 7);
e) Impairment of taxes (Note 9.6)
f) Deferred income and social contribution tax assets (Note 13);
g) Fair value measurement of investment properties (Note 15);
h) Useful life of property, plant and equipment, right-of-use assets and intangible assets with finite useful lives (Notes 16, 17 and 18, respectively);
i) Impairment of intangible assets with indefinite useful life, including goodwill (Note 18);
j) Provisions (tax, labor and civil proceedings) (Note 26);
k) Fair value of financial instruments and derivatives (Note 32); and
l) Stock option plan (Note 37.5).

 

3.1.4. FINANCIAL INSTRUMENTS

Financial instruments include financial investments and marketable securities, debt and equity instruments, trade accounts receivable and other receivables, cash and cash equivalents, derivative financial instruments, loans and financing, as well as trade accounts payable and other debts.

 

Financial instruments were recognized in accordance with NBC TG 48 (IFRS 9) – Financial instruments, as per CVM Resolution 76/22.

 

     
  19

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

These financial assets and liabilities are initially recognized when the Company becomes party to the contractual provisions of the instruments and are subsequently recognized at their fair value plus, for instruments that are not recognized at fair value through profit or loss, any directly attributable transaction costs.

 

After initial recognition, the Company classifies financial assets as subsequently measured at:

 

Amortized cost

When the financial assets are held for the purpose of collecting contractual cash flows and the contractual terms of these assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Fair value through other comprehensive income (FVOCI)

When the financial assets are held both for the purpose of collecting contractual cash flows and for the sale of these financial assets. In addition, the contractual terms must give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Fair value through profit or loss (FVTPL)

When financial assets are not measured at amortized cost, fair value through other comprehensive income or designated as such upon initial recognition. Financial instruments are designated as measured at fair value through profit or loss when the Company manages and makes purchase and sale decisions regarding these investments based on their fair value and in accordance with the Company’s documented risk management and investment decision. After initial recognition, attributable transaction costs are recognized in profit or loss when incurred, along with the fluctuations in fair value.

 

The classification of the financial assets is based both on the Company’s financial asset management model and on their cash flow characteristics.

 

Similarly, the Company classifies financial assets and liabilities as subsequently measured at their amortized cost, FVTPL or FVOCI. Financial liabilities measured at amortized cost use the effective interest method, adjusted for any reductions in the settlement value.

 

Derivative financial instruments and hedge accounting

The derivative financial instruments designated as hedge transactions are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Derivatives are presented as financial assets when the fair value of the instrument is positive and as financial liabilities when the fair value is negative.

 

Any gains or losses arising from changes in the fair value of financial instruments during the year are recognized directly in the statement of income, except for financial instruments designated for cash flow hedge accounting, which are recognized directly in equity as other comprehensive income. The amounts recognized under other comprehensive income are immediately transferred to the statement of income when the hedged transaction affects profit or loss.

 

3.1.5. CURRENT AND NON-CURRENT ASSETS

The main policies adopted for current and non-current assets are as follows:

 

Cash and cash equivalents

Consist of cash, banks and highly liquid financial investments with maturities equal to or less than 90 days at the time of acquisition that are readily converted to known amounts of cash and that are subject to an insignificant risk of change in value.

 

     
  20

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Financial investments and marketable securities

They include virtually all investments of the following types: time deposit, interest-bearing deposit and repurchase agreements. These investments may be readily redeemed and have an insignificant risk of change in value. In addition, shares and ADRs of listed companies and non-convertible debentures are recorded under this line item.

 

Trade accounts receivable

Trade accounts receivable are recorded at the fair value and when applicable, discounted to present value, according to NBC TG 12 (CVM Resolution 190/23) – Present value adjustment.

 

The estimated loss on doubtful accounts is set up in an amount deemed sufficient by Management to cover any losses on the realization of receivables, calculated on an individual basis and considering in its assumptions the concept of estimated credit losses, as introduced by NBC TG 48 (IFRS 9) / (CVM Resolution 76/22) – Financial instruments.

 

Inventories

Inventories are stated at the average acquisition or production cost, adjusted at net realizable value, if lower than the average cost.

 

Biological assets

According to NBC TG 29/R2 (CVM Resolution 74/22) - Biological assets and agricultural produce, agricultural activity is the management of the biological transformation of assets (living animals and/or plants) for sale, into agricultural products or into additional biological assets. The Company classifies cattle, poultry, pork and forests as biological assets.

 

The Company recognizes biological assets when it controls these assets as a result of past events and it is probable that future economic benefits will flow to the Company and the fair value of the asset can be reliably measured.

 

Under NBC TG 29/R2 (CVM Resolution 74/22) – Biological assets and agricultural produce, biological assets must be measured on initial recognition and at the end of each reporting period at fair value less costs to sell, unless fair value cannot be reliably measured.

 

The Company values cattle at its fair value based on market prices, and poultry, pork and forests are determined using unobservable data. Therefore, they are classified in the Level 3 fair value category.

 

Restricted cash

Refers to the balance in a bank account which cannot be used temporarily, derived from business combinations to guarantee certain indemnity events. The classification of cash into current and non-current assets depends on the contractual rules for releasing the amounts to each party.

 

Investments

The Parent company’s investments in subsidiaries, associates and joint venture are accounted for using the equity method in the financial statements.

 

Investment property

In accordance with NBC TG 28/R3 (CVM Resolution 107/22), investment property is initially recognized at acquisition cost (including transaction costs) and, after initial recognition, it is measured at fair value.

 

The fair values are based on market values and reflect the estimated amount at which the property could be negotiated on the appraisal date in an arm’s length transaction. The Company reassess its fair value on an annual basis.

 

     
  21

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Property, plant and equipment

Property, plant and equipment are stated at acquisition or construction cost, less depreciation calculated using the straight-line method at the rates mentioned in Note 16 and take into consideration the estimated useful lives of assets, based on property lease terms with respect to leasehold improvements.

 

Finance charges on financing agreements incurred when property, plant and equipment items are being built are capitalized until the asset begins its operations.

 

Other expenditures are capitalized only if the economic benefits associated with the property, plant and equipment item increase. Any other type of expenditure is recognized as an expense when incurred.

 

Pursuant to NBC TG 01/R4 (CVM Resolution 90/22) – Impairment of assets, an asset is tested for impairment on an annual basis. The recoverable amount of the asset must be estimated during the year only if there is any indication of impairment.

 

The recoverability analysis comprises projecting the profitability and future cash of the Company’s business units, which are discounted to present value to identify the degree of recoverability of the asset.

 

Lease (Right of use)

Leases are accounted for in accordance with NBC TG 06 (R3) / IFRS 16 (CVM Resolution 95/22), which requires that for all lease agreements under the scope of this standard, except those entitled to exemptions, lessees must recognize the liabilities assumed as corresponding entries to the respective right-of-use assets.

 

The Company opted to use the exemptions proposed by the standard for lease agreements with terms ending 12 months as from initial adoption and for lease agreements whose underlying assets are of low value.

 

Intangible assets

Intangible assets consist of assets acquired from third parties, including through business combinations, and those generated internally by the Company. They are stated at acquisition or formation cost, less amortization calculated using the straight-line method, and based on the recovery estimated periods.

 

Intangible assets with indefinite useful lives and goodwill resulting from expected future profitability are not amortized and are tested annually for impairment.

 

The goodwill represents the excess of total consideration paid over the difference between the fair value of assets acquired and liabilities assumed on the takeover date of the acquired company.

 

Goodwill is capitalized as an intangible asset and any impairment is recognized in the statement of income.

 

Whenever the fair value of the assets acquired and liabilities assumed exceeds total consideration paid, the difference will be fully recognized in the statement of income at the acquisition date.

 

Goodwill from the acquisition of businesses by September 30, 2008 (last acquisition prior to the transition date as of January 1, 2009 referring to full adoption of the International Financial Reporting Standards (IFRS)) was calculated based on the accounting standards prior to NBC TG 15/R4 (CVM Resolution 71/22) - Business combinations. The Company decided to adopt IFRS in all business acquisitions as from September 30, 2008. These goodwill amounts were based on expected future profitability, supported by valuation reports from experts.

     
  22

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The trademarks acquired from third parties, prior to December 31, 2009, were measured at the paid amount, while trademarks, customer relationship and supplier relationship acquired as part of business combination after September 30, 2008 were calculated at fair value pursuant to NBC TG 15/R4 (CVM Resolution 71/22) – Business combinations, for more details on the business combinations and the respective values derived from each one, see the Company’s previous financial statements.

 

3.1.6. IMPAIRMENT

 

According to NBC TG 01/R4 (CVM Resolution 90/22) – Impairment of assets, the impairment test of goodwill and intangible assets with indefinite useful lives is conducted annually, and other intangible assets with finite useful lives are tested whenever there is evidence of non-realization.

 

Certain intangible assets of the Company have indefinite useful lives, according to valuation from experts.

 

The recoverability analysis comprises projecting the profitability and future cash of the Company’s business units, which are discounted to present value to identify the degree of recoverability of the asset.

 

Discounted cash flows to assess the recoverability of assets are prepared for a maximum period of 5 years, strictly in line with the applicable accounting standard. The cash flows are in line with the Company’s strategic plan and growth projections based on past information updated by material facts. The discount rates of the cash flows use the WACC method and were properly discussed and validated with the Company’s management.

 

When it is not possible to estimate the recoverable amount of an individual asset, an impairment test is conducted in its cash generating unit (CGU), the smallest group of assets to which the asset belongs and for which there are separately identifiable cash flows. The Company adopts as CGU for assessing the recoverable amount of an asset, its segmentation by business unit (BU).

 

Goodwill recorded on initial recognition of an acquisition is allocated to each BU of the Company that is expected to benefit from the synergies of the combination that originated the goodwill, for purposes of impairment test.

 

Impairment losses are included in the statement of income. An impairment loss recorded for goodwill is not reversed.

 

3.1.7. CURRENT AND NON-CURRENT LIABILITIES

 

Current and non-current liabilities are stated at known or estimated amounts, plus the related charges, exchange rate gains (losses) and/or monetary changes incurred through the balance sheet date, when applicable.

 

3.1.8. PROVISIONS

 

Provisions are recognized when an outflow of future economic benefits resulting from past events is probable and they can be reliably estimated.

 

3.1.9. SHARE-BASED PAYMENT PLAN

 

The effects of the share-based payment plan are calculated at fair value and recognized in the balance sheet and the statement of income as contract conditions are met and as commented in Note 37.5.

 

3.1.10. INCOME AND SOCIAL CONTRIBUTION TAXES

 

The Company recognizes deferred taxes on tax losses, tax loss carryforwards and temporary differences. In the consolidated financial statements, deferred income tax is estimated in compliance with the regulations of the various jurisdictions in which the Company conducts business and with NBC TG 32/R4 (CVM Resolution 109/22) – taxes on income, which requires estimating the current tax position and assessing any temporary differences that result in the difference between the tax and the accounting treatments.

     
  23

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Deferred income and social contribution tax assets and liabilities are offset when there is a legal right to offset tax liabilities using tax credits and provided they are related to the same tax authority and the same legal entity.

 

Tax losses and tax loss carryforwards calculated in Brazil are not time-barred, but are limited to the use of 30% on taxable income for the year.

 

Credits from deferred tax assets on tax losses and social contribution tax loss carryforwards are booked to the extent that it is probable that future taxable income will be available for use; these credits may also arise from assets acquired and liabilities assumed on transactions in line with the Company’s business model.

 

The carrying amount of a deferred tax asset is revised periodically. The projections, limited to ten years, are revised annually. If there are relevant factors that change the projections, these are revised during the Company’s fiscal year.

 

The assessment of realization of these credits considers future income projections, based on judgments and assumptions. Similarly to any other accounting estimate, actual results may differ due to inherent uncertainties of the process. Consequently, there is a significant risk of adjustments to the carrying amounts of assets recorded in the financial statements.

 

The projections take into account the Company’s profitability history, adjusted for recent factors and diverse economic scenarios, considering its global presence and diversified operations in the Americas.

 

Furthermore, income and social contribution taxes for the current year are calculated based on taxable income in accordance with the legislation in force in each jurisdiction in which the Company operates.

 

3.1.11. DIVIDENDS AND INTEREST ON EQUITY

 

The distribution of dividends and interest on capital, if any, is made provided that it is within the mandatory minimum dividend amount, and is recorded as current liabilities since it is considered a legal obligation set forth in the bylaws. The amount that exceeds the mandatory minimum dividend, declared by Management before the end of the reporting period, is recorded as additional dividend proposed in equity until the approval by the shareholders at the General Meeting.

 

3.1.12. EARNINGS PER SHARE

 

Basic

Basic earning/loss per share is calculated by dividing the earnings or loss attributable to the Company’s controlling and non-controlling shareholders by the weighted average number of common shares outstanding during the year. This calculation is made pursuant to NBC TG 41/R2 (CVM Resolution 113/22) – earnings (loss) per share, excluding the shares classified as treasury shares.

 

Diluted

Diluted earnings (loss) per share is calculated by dividing the earnings/loss attributed to the Company’s common shareholders by the weighted average number of common shares that would be issued in the conversion of all potential diluted common shares into common shares.

 

When there are no potential diluted common shares (such as stock option), the number of shares considered in the calculation of basic and diluted earnings remains the same.

 

     
  24

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

3.1.13. SHARE ISSUANCE EXPENSES

 

In accordance with NBC TG 08 (CVM Resolution 188/23) – transaction costs and premium on issue of securities, transaction costs incurred with the raising of funds through the issuance of equity securities should be separately recorded in a valuation allowance which reduces equity, less possible tax effects, except if these costs are immaterial, in which case they are recognized in profit or loss for the year.

 

3.1.14. TREASURY SHARES

 

Treasury shares are Company shares acquired by the Company itself and held in the treasury with the specific purpose of exercise of the Company’s stock option plan. Treasury shares are recorded in a separate account.

 

3.1.15. CONSOLIDATION

 

Accounting policies are uniformly applied to all consolidated companies and are consistent with those applied in prior years.

 

Description of the main consolidation procedures:

 

a) Elimination of the balances of intercompany assets and liabilities;
b) Elimination of ownership interest, reserves and retained earnings of subsidiaries;
c) Elimination of balances of intercompany revenues and expenses and unrealized profits resulting from intercompany transactions; and
d) Investments in associates and joint ventures are recognized using the equity method and are not eliminated in the consolidation process.

 

3.1.16. STATEMENT OF VALUE ADDED

 

The Company prepared the statement of value added in accordance with NBC TG 09 (CVM Resolution 117/22) – Statement of value added, which is an integral part of the financial statements under Brazilian accounting standards applicable to listed companies, while it represents additional information under IFRS standards.

 

3.1.17. HYPERINFLATIONARY ECONOMY

 

The effects were recognized against “Cumulative translation adjustment and asset valuation adjustment” in equity and foreign exchange variations were recorded in the statement of income for the year.

 

As required by the accounting standard, non-monetary items, as well as the income for the year, were restated by the variation in the inflation index between the initial recognition period and the reporting period, with the aim of recording the balance sheet of subsidiaries at current value.

 

The translation of the balances of subsidiaries located in a hyperinflationary economy into the reporting currency was made at the exchange rate in force at the end of the year, for balance sheet and statement of income items.

 

In the financial statements for 2024, restatement due to hyperinflation had a positive impact of R$ 893,407 on the Company’s results.

 

ARGENTINA

 

Since 2018, Argentina has been considered a hyperinflationary economy. The inflation rate defined and applied in 2024 was 118% (211% in 2023).

     
  25

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

TURKEY

 

Since 2022, Turkey has been considered a hyperinflationary economy. The inflation rate defined and applied in 2024 was 44% (65% in 2023).

 

The Company has presented the financial statements with the restatement for inflation for subsidiaries in these countries.

 

3.2. BUSINESS COMBINATIONS

 

Business combinations are recognized using the acquisition method. The cost of an acquisition is the sum of the consideration transferred, measured at fair value at the acquisition date, and the value of any non-controlling interest in the acquiree.

 

The Company measures the non-controlling interest in the acquiree at the fair value or based on the acquirer’s share in fair value of the acquiree’s identifiable net assets. Costs that are directly attributable to the acquisition are recorded as an expense when incurred.

 

Business combinations between entities under common control are recognized using the acquisition method when the agreements have substance and at cost when no substance is observed in the transaction.

 

In assessing the existence of substance, factors such as involvement of third parties in the transaction, creation of new entities, future plans for the new entity as eventual sale, change of control, among others, are considered.

 

In a business acquisition, Management assesses the assets acquired and liabilities assumed with the objective of classifying and allocating them according to contractual provisions, economic circumstances and relevant conditions at the acquisition date.

 

Goodwill is initially measured as the excess of the consideration transferred in the business combination over the fair value of the net assets acquired (identifiable assets and liabilities assumed, net). If the consideration transferred is less than the fair value of the net assets acquired, the difference should be recognized as a gain in the statement of income (gain on bargain purchase).

 

3.3. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

 

The classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of income and the statement of cash flows are presented considering that the operation was discontinued since the beginning of the comparative year.

 

These assets are measured at the lower of their carrying amounts and their fair value less costs to sell. When classified as held for sale, intangible assets and property, plant and equipment are not amortized or depreciated.

 

Assets classified as held for sale are presented separately from other assets in the balance sheet. Similarly, liabilities that are related to assets held for sale are also presented separately from other liabilities.

 

The result from discontinued operations is presented in a single amount in the statement of income, comprising the total result after Income Tax and Social Contribution of these operations less any impairment loss.

 

This information is presented in Note 12 - Assets and liabilities held for sale and discontinued operations.

     
  26

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

3.4. EMPLOYEE BENEFIT PLANS

Subsidiary BRF sponsors supplementary defined benefit and defined contribution pension plans, as well as other post-employment benefits for which annually actuarial studies are prepared by independent professionals and revised by Management. The cost of the defined benefits is established individually for each plan, based on the projected unit credit method.

 

Remeasurements, which comprise the actuarial gains and losses, the effect of the asset ceiling and the return on plan assets are recognized immediately in the balance sheet with a balancing entry in Other comprehensive income in the year in which they occur, except for the Seniority Bonus, which is recognized in the statement of income for the year. Remeasurements recognized in other comprehensive income are not reclassified.

 

Subsidiary BRF recognizes the net defined benefit asset when certain conditions are met.

 

Past service cost is recognized in the statement of income for the year on the following dates, whichever occurs first:

 

a) when the plan amendment or curtailment occurs; and

b) when subsidiary BRF recognizes the related restructuring costs.

 

Cost of services and net interest on the defined benefit liability or asset are recognized in the categories of expenses related to the function performed by the beneficiary and in the financial result, respectively.

 

3.5. HEDGE ACCOUNTING

Cash flow hedge: the effective portion of the gain or loss of the hedging instrument is recognized under Other comprehensive income, and the ineffective portion under financial result. Cumulative gains and losses are reclassified to the statement of income or to the balance sheet when the hedged item is recognized, adjusting the line item in which the hedged item was recorded.

 

When an instrument is designated as cash flow hedge, the changes in the fair value of the future element of foreign currency forwards and of the timing element of the options are recognized under Other comprehensive income. Upon settlement of the instrument, these hedge costs are reclassified to the statement of income, together with the instrument’s intrinsic value.

 

A hedging relationship is discontinued prospectively when it no longer meets the criteria for qualifying as hedge accounting. Upon discontinuation of a cash flow hedge relationship where the hedged future cash flows are still expected to occur, the cumulative amount remains under Other comprehensive income until the cash flows occur and the respective amount is reclassified to the statement of income.

 

Fair value hedge: the effective portion of the gain or loss of the hedging instrument is recognized in the statement of income or in the balance sheet, adjusting the line item in which the hedged item is or will be recognized. The hedged item, when designated in this relationship, is also measured at fair value.

 

Hedge of net investment in foreign operation: the effective result of the instrument’s exchange rate variation is recorded under Other comprehensive income, in the same line item in which the gains (losses) on the translation of the hedged investments are recognized. Upon disposal of the hedged investments, the accumulated amount is reclassified to the statement of income for the year.

 

     
  27

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

3.6. NEW STANDARDS AND INTERPRETATIONS

3.6.1. NEW AND REVISED STANDARDS APPLIED

Management believes that the following standards or amendments have not had and will not have significant impacts on the Company:

 

Standard

Description

 

Effective date

IFRS 16/CPC 06

(R2)

The amendments add subsequent measurement requirements for sale and leaseback transactions that  satisfy the requirements of IFRS 15/CPC 47.

Effective for annual periods beginning on or after January 1, 2024.

 

IAS 1/CPC 26

The amendments clarify aspects to be considered when classifying liabilities as current and non-current. Additionally, they clarify that only covenants to be fulfilled at or before the end of the reporting period affect the entity’s right to defer the settlement of a liability for at least 12 months after the reporting date.

    

Effective for annual periods beginning on or after January 1, 2024.

 

IAS 7/CPC 03 (R2)

and IFRS 7

The amendments clarify that the entity shall disclose supplier finance arrangements, with information that allows users of financial statements to assess the effects of these arrangements on the entity’s liabilities and cash flows.

Effective for annual periods beginning on or after January 1, 2024.

 

 

     
  28

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

3.6.2. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET MANDATORY OR EFFECTIVE AT DECEMBER 31, 2024

Management is assessing whether the following standards and amendments will have significant impacts on the Company:

 

Standard

Description

 

Effective date

IFRS S1 – (CVM Resolution 217/2024)

 

IFRS S2 – (CVM Resolution 218/2024)

On December 26, 2023, CVM approved Resolution 193/23, which establishes the voluntary option for disclosure of sustainability-related financial information, in accordance with the standards issued by the International Sustainability Standard Board (“ISSB”), which provide new requirements for disclosure of sustainability-related risks and opportunities and specific climate-related disclosures, respectively. Accordingly listed companies, investment funds and securitization companies May voluntarily adopt these requirements for annual periods beginning on or after January 1, 2024 and adoption will be mandatory for annual periods beginning on or after January 1, 2026.
CPC 18 (R3) CVM Resolution 211 makes Technical Pronouncement CPC 18 (R3) – Investments in Associates and Joint Ventures, issued by the Brazilian Accounting Pronouncements Committee (CPC), mandatory for listed companies, pursuant to Appendix “A” of the Resolution, revoking CVM Resolution 118.

The regulation comes into force on January 1, 2025, applying to annual periods beginning on or after this date.

 

ICPC 09 (R3) CVM Resolution 212 makes Technical Interpretation ICPC 09 (R3) – Individual Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method, issued by the CPC, mandatory for listed companies, revoking CVM Resolution 124.

The regulation comes into force on January 1, 2025, applying to annual periods beginning on or after this date.

 

CPC 02 (R2)

 

CPC 37 (R1)

CVM Resolution 213 makes Revision Document of Technical Pronouncement 27, issued by the CPC, mandatory for listed companies. The document presents amendments to Technical Pronouncements CPC 02 (R2) - The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements and CPC 37 (R1) - First-time Adoption of the International Financial Reporting Standards.

Effective for annual periods beginning on or after January 1, 2025.

 

IAS 21/CPC 02 (R2) The amendments require the disclosure of information that allows users of financial statements to understand the impact of a currency not being exchangeable. Effective for annual periods beginning on or after January 1, 2025.
IFRS 18 The IFRS Accounting Standards, international standard-setting body, issued, on April 9, 2024, IFRS 18 - Presentation and Disclosure in Financial Statements. This standard is the result of a project initiated in April 2016 and now, issued in final form, will modify mainly the presentation format of the Statement of Profit or Loss and require new information related to management-defined performance measures. Effective for annual periods beginning on or after January 1, 2027.
IFRS 19

The IFRS Accounting Standards, international standard-setting body, issued, on May 9, 2024, IFRS 19 - Subsidiaries without Public Accountability: Disclosures. This standard aims to allow an eligible subsidiary to provide reduced disclosures when applying IFRS Standards in the preparation of its financial statements. To be eligible, the entity must be a subsidiary, must not have public accountability, and must have a parent that publishes consolidated financial statements, available for public use, that comply with IFRS Standards.

 

Effective for annual periods beginning on or after January 1, 2027.

 

 

     
  29

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

3.7. INTERNATIONAL TAX REFORM

In December 2021, the Organization for Economic Cooperation and Development (“OCDE”) disclosed the rules of the Pillar Two model for an international tax reform (IAS 12 / CPC 32), applicable to multinational groups with consolidated revenues exceeding € 750 million in at least two of the last four years.

 

Multinational groups falling within the scope of these rules will be required to calculate an effective tax rate in each country where they operate, thus obtaining an effective rate for each jurisdiction.

 

If the effective tax rate of the jurisdiction in which the group operates is lower than the minimum defined rate of 15%, the multinational group will be required to pay a supplementary amount of income tax relating to the difference.

 

Since 2024, the Company is subject to the rules of the OCDE Pillar Two model in Austria, South Africa, Netherlands, United Kingdom and Turkey, and has not identified significant impacts for these jurisdictions.

 

Concurrently, Provisional Measure 1,262, Regulatory Instruction 2,228/24 and Law 15,079/24 were issued in Brazil, introducing the Qualified Domestic Minimum Top-up Tax (QDMTT), effective as from January 1, 2025, representing a partial adoption of the Pillar Two rules.

 

The Company is monitoring the potential impacts that this new rule may have to the Group.

 

3.8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements include the accounts of the Company and its subsidiaries, as per the table showing the equity interests of the Company in Note 14.1 – Direct investments of the parent company.

 

The financial statements of foreign subsidiaries were prepared in accordance with the law of each country where the companies are located and were converted into the accounting policies issued by the IFRS Accounting Standards.

 

     
  30

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The table below presents the direct (blue) and indirect equity interests included in the financial statements:

EQUITY INTEREST    
PARENT   CORE ACTIVITY
Marfrig Global Foods S.A.   Processing of products (formed by cattle slaughter facilities in operation, which are also used in beef processing, and for the manufacture of animal nutrition products) and sale of animal-based (beef, pork, lamb, fish and poultry) and plant-based proteins. Located in the States of São Paulo, Mato Grosso, Mato Grosso do Sul and Rio Grande do Sul, in addition to distribution centers in the States of São Paulo, Rio de Janeiro and Rio Grande do Sul, which are also used for beef processing.
     
SUBSIDIARIES   CORE ACTIVITY
Masplen Ltd.   Holding company
Pampeano Alimentos S.A.   Producer of canned meat and other processed products
Marfrig Overseas Ltd.   Specific purpose entity - SPE
Marfrig Comercializadora de Energia Ltda.   Energy trading and associated services
Inaler S.A. (a)   Processing and marketing of products
Establecimientos Colonia S.A. (a)   Processing and marketing of products
Frigorífico Tacuarembó S.A.   Processing and marketing of products
Indusol S.A.   Specific Purpose Entity - SPE for commission of industry in Uruguay
Prestcott International S.A. (a)   Holding company
Cledinor S.A.   Processing and marketing of products:  beef and lamb
Abilun S.A.   Holding company
Dicasold S.A.   Marketing and distribution of food products
Marfrig Chile S.A.   Processing and marketing of products
MFG Holdings SAU   Holding company
Quickfood S.A.   Processing and marketing of products
   Estancias del Sur S.A.   Processing and marketing of products
Marfrig Holdings (Europe) B.V.   Holding company whose purpose is to raise funds
Marfrig Beef (UK) Limited   Holding company
Weston Importers Ltd.   Trading
   MARB Bondco PLC   Holding company whose purpose is to raise funds
   MBC Bondco Limited (b)   Holding company whose purpose is to raise funds
Marfrig Beef International Ltd.   Holding company
MFG US Holdings Limited   Holding company
   Marfrig NBM Holdings Ltd.   Holding company
   Marfrig US Holdings, LLC   Holding company
Beef Holdings Limited   Holding company
   COFCO Keystone Supply Chain (H. Kong) Investment Ltd.   Joint venture
   COFCO Keystone Supply Chain (China) Investment Ltd.   Joint venture
NBM US Holdings, Inc.   Holding company whose purpose is to raise funds
   MF Foods USA LLC   Marketing of products
   Plant Plus Foods, LLC   Joint venture
     Plant Plus Foods Brasil Ltda.   Joint venture
     Plant Plus Foods Canada Inc. (b)   Joint venture
     VG HilarysEatWell, LCC (b)   Joint venture
   National Beef Packing Company, LLC   Processing and marketing of products
     Iowa Premium, LLC   Processing and marketing of products
     National Carriers, Inc.    Transportation
     NCI Leasing, Inc.   Leasing transportation
     National Beef California, LP    Processing and marketing of products
     National Beef Japan, Inc.    Marketing of products
     National Beef Korea, Ltd.    Marketing of products
     Kansas City Steak Company, LLC    DTC Marketing of products
     National Elite Transportation, LLC    Transportation
     National Beef Leathers, LLC    Processing of leather
     National Beef de León S. de R.L. de C.V.   Processing of leather
     National Beef Ohio, LLC   Processing and marketing of products
   National Beef aLF, LLC   Holding company
   alF Ventures, LLV   Processing and marketing of products
Zutfray S.A.   Processing and marketing of products

 

     
  31

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

EQUITY INTEREST - CONTINUED    
SUBSIDIARIES   CORE ACTIVITY
BRF S.A.   Processing and marketing of products
    BRF GmbH   Holding company
    BRF Foods UK Ltd.   Provision of administrative and marketing services
BRF Arabia Holding Company JCS   Holding company
BRF Arabia Food Industry Ltd. (n)   Preparation and preservation of meat, fish, crustaceans and shellfish and production of animal and vegetable oils and fats
BRF Foods GmbH (i)   Processing, import and sale of products
BRF Foods LLC (e)   Import, processing and sale of products
BRF Foods LLC (i)   Processing, import and sale of products
Al Khan Foodstuff LLC (“AKF”) (c)   Import, sale and distribution of products
TBQ Foods GmbH   Holding company
Banvit Bandirma Vitaminli   Import, processing and sale of products
Banvit Enerji ve Elektrik Üretim  Ltd. Sti. (l)    Energy generation and trading
Nutrinvestments BV (k)   Holding company
BRF Global Company Nigeria Ltd.   Provision of marketing and logistics services
BRF Global Company South Africa Proprietary Ltd.   Provision of administrative, marketing and logistics services
BRF Global GmbH   Holding and trading
BRF Japan KK   Provision of marketing and logistics services, import, export, processing and sale of products
BRF Korea LLC   Provision of marketing and logistics services
BRF Kuwait Food Supply Management Co. (c)   Provision of consulting and marketing services
BRF Shanghai Management Consulting Co. Ltd.   Provision of consulting and marketing services
BRF Shanghai Trading Co. Ltd.   Import, export and sale of products
BRF Singapore Foods PTE Ltd.   Provision of administrative, marketing and logistics services
Eclipse Holding Cöoperatief U.A.   Holding company
Buenos Aires Fortune S.A. (f)   Holding company
Eclipse Latam Holdings (m)   Holding company
Perdigão Europe Lda. (j)   Import and export of products and provision of administrative services
ProudFood Lda.   Import and sale of products
Sadia Chile S.A.   Import, export and sale of products
One Foods Holdings Ltd.   Holding company
Al-Wafi Food Products Factory LLC   Import, export, processing and sale of products
Badi Ltd.   Holding company
Al-Wafi Al-Takamol International for Foods Products   Import and sale of products
Joody Al Sharqiya Food Production Factory LLC   Import and sale of products
Federal Foods LLC (c)   Import, sale and distribution of products
Federal Foods Qatar (c)   Import, sale and distribution of products
    BRF Energia S.A.   Energy trading
    BRF Pet S.A.   Processing, sale and distribution of animal feed and nutrition products
Hecosul Alimentos Ltda. (o)   Production and sale of animal feed
Hercosul Distribuição Ltda. (o)   Import, export, wholesale and retail of animal feed
Hercosul International S.R.L.   Production, export, import and sale of animal feed and nutrition products
Hercosul Soluções em Transportes Ltda.   Road freight
Mogiana Alimentos S.A.   Production, distribution and sale of pet food products
    Potengi Holdings S.A. (d)    Holding company
    PR-SAD Administração de bem próprio S.A.   Asset management
    PSA Laboratório Veterinário Ltda. (g)   Veterinary services
    Sadia Alimentos S.A.   Holding company
    Sadia Uruguay S.A. (h)    Import and sale of products
    Vip S.A. Empreendimentos e Participações Imobiliárias (g)    Real estate activity
MBR investimentos Ltda. (g)   Holding of interests in companies, management of companies and enterprises and management of company-owned assets

 

(a) Assets held for sale.
(b) The operations of subsidiaries MBC Bondco Limited, VG HilarysEatWell LLC and PlantPlus Foods Canada Inc. were discontinued.
(c) For these entities, the Company has agreements that guarantee total economic rights, except for AKF, for which the economic rights are 99%.
(d) Associate with a subsidiary of Auren Energia S.A., whose economic interest is 24%. On October 9, 2024, a capital increase of R$ 94,221 was approved, of which R$ 22,613 by BRF Energia S.A. On December 11, 2024, a capital increase of R$ 94,000 was approved, of which R$ 22,560 by BRF Energia S.A.
(e) On January 15, 2024, subsidiary BRF Foods LLC (Russia) was dissolved.
(f) On March 19, 2024, subsidiary Buenos Aires Fortune S.A. was dissolved.

 

     
  32

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

(g) On March 28, 2024, subsidiaries VIP S.A. Empreendimentos e Participações Imobiliárias and PSA Laboratório Veterinário Ltda. were merged into BRF S.A. and indirect subsidiary BRF Investimentos Ltda. became a direct subsidiary of BRF S.A. On December 23, 2024, the corporate name of BRF Investimentos Ltda. was changed to MBR Investimentos Ltda.
(h) On March 31, 2024, there was a capital reduction in subsidiary Sadia Uruguay S.A. by UYU 415,000 (R$ 55,365), and on June 17, 2024, there was another capital reduction by UYU 415,000 (R$ 58,515).
(i) BRF Foods GmbH, an Austrian company, had a branch in the United Arab Emirates, which on April 5, 2024 was converted into a limited company, named BRF Foods LLC (EAU). On February 1, 2025, subsidiary BRF was merged into BRF GmbH.
(j) On April 29, 2024, subsidiary Perdigão Europe Lda. was dissolved.
(k) On July 19, 2024, subsidiary Nutrinvestments BV was dissolved.
(l) On September 9, 2024, subsidiary Banvit Enerji ve Elektric Üretim Ltd. STI was dissolved.
(m) On November 8, 2024, subsidiary Eclipse Latam Holdings was dissolved.
(n) On November 28, 2024, BRF Arabia Food Industry Ltd. was established, a wholly-owned subsidiary of BRF Arabia Holding Company JCS.
(o) On January 2, 2025, subsidiaries Hercosul Alimentos Ltda. and Hercosul Distruição Ltda. were merged into Mogiana Alimentos S.A.

 

3.9. Reclassification of the amounts of advance for asset sale in the balance sheet and in the statement of cash flows for the year ended December 31, 2023

The Company’s Management reclassified the amount of R$ 1,500,000 received as advance on August 28, 2023 for sale of assets, initially recorded under “Advance for asset sale” to “Liabilities related to assets held for sale”, both in current liabilities in the balance sheet and, consequently, the effect of the statement of cash flows, previously recorded as “cash flow from operating activities” to “cash flows from discontinued operations”. The reclassification was made due to the partial closing of the asset sale operation, in which the Company received R$ 5,680,602, recorded under “discontinued operation”, the origin of this amount is the same and its realization was based on a single base, that is, by offset of amounts.

 

4. CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents group is composed of cash and demand deposits, as follows:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Cash and banks 716,435 1,930,667   3,321,225 5,586,182
Cash equivalents 15,885 9,570   1,195,462 874,030
  732,320 1,940,237   4,516,687 6,460,212

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
  Cash and cash equivalents          
Brazilian real 18,257 10,409   322,396 178,136
US dollar 713,852 1,929,512   3,486,396 5,464,952
Euro 211 316   30,694 28,969
Turkish Lira -    -      6,348 93,641
Saudi Riyal -    -      256,879 307,151
Other -    -      413,974 387,363
  732,320 1,940,237   4,516,687 6,460,212

 

     
  33

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

5. FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES

 

The table below shows the financial investments and marketable securities by type:

 

    Parent
  PMPV (a) Currency Average interest rate
p.a.
12/31/2024 12/31/2023
Financial investments:          
Bank Deposit Certificates - CDB -    BRL 12.29% 1,570,296 316,458
Repurchase and reverse repurchase agreements -    BRL 12.00% 2,730,075 1,442,393
Fixed-income securities -    BRL -     - 616
Brazilian prize-draw investment bonds -    BRL -     1,763 1,763
Time deposit -    USD 3.00% 1,271,870 292,438
FIDC 0.54 BRL 16.08% 27,592 33,660
Investment fund 0.02 BRL 10.89% 69,576 -
Total financial investments       5,671,172 2,087,328
           
Marketable securities          
LFT - Financial Treasury Bill 0.68 BRL 12.25% 46,774 -
           
Total marketable securities       46,774 -
           
Total financial investments and marketable securities     5,717,946 2,087,328
Current assets       5,717,946 2,087,328

(a) Weighted average maturity in years.

 

        Consolidated
  PMPV(a)  Currency Average interest rate p.a.% 12/31/2024 12/31/2023
Financial investments:          
Bank Deposit Certificates - CDB 0.17 BRL 12.20% 5,287,255 5,193,319
Repurchase and reverse repurchase agreements BRL 11.98% 3,229,238 1,810,879
Fixed-income bonds BRL -    616
Brazilian prize-draw investment bonds BRL -    1,763 1,763
Offshore note 0.11 BRL 11.18% 1,501,608 -
Time deposit 0.03 Turkish Lira 49.57% 715,371 56,473
Time deposit 0.03 USD 3.60% 5,104,085 7,277,012
Time deposit 0.53 South Korean Won 2.63% 87 340
Time deposit 0.74 Paraguayan Guarani 4.94% 7,900 3,893
Time deposit 0.02 Arab Dirham 4.29% 102,947 -
Time deposit Euro -    15,952
Time deposit 0.01 Saudi Riyal 5.42% 959,103 612,110
Time deposit 0.06 AOA 10.07% 55,449 -
FIDC 0.76 BRL 9.63% 46,042 50,150
Investment fund 0.02 BRL 10.89% 69,576
Total financial investments       17,080,424 15,022,507
           
Marketable securities          
B3 marketable securities 0.08 BRL -    20 20
LFT - Financial Treasury Bill 0.89 BRL 11.66% 81,805 412,107
NTN - National Treasury Notes 8.76 BRL 11.44% 859,029 -
ADRs securities 1.08 USD -     15,481 12,103
External credit note (b) 5.40 USD 6.82% 289,880 291,402
Total marketable securities       1,246,215 715,632
           
Total financial investments and marketable securities   18,326,639 15,738,139
Current assets       18,002,828 15,418,144
Non-current assets       323,811 319,995

(a)      Weighted average maturity in years.

(b)      Investments in private securities and Angolan Government securities, which are presented net of expected credit losses in the amount of R$ 22,530 (R$ 16,466 at December 31, 2023). These refer to bonds in US Dollar at a weighted average rate of 6.82% (US Dollar - 6.34% and bonds - 5.90% in 2023).

 

     
  34

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Subsidiary BRF pledged the amount of R$ 69,753 (R$ 9,179 in 2023) as collateral, with no restrictions, for operations with futures contracts traded on the B3, referring to cash and cash equivalents and marketable securities.

 

The Company’s investments are mainly of types widely adopted by the market, mitigating the risks, liquidity and profitability. Investments include Bank Deposit Certificates (CDBs) and repurchase and reverse repurchase agreements, both indexed to the CDI and with possibility of immediate redemption, as well as fixed-income bonds, which offer predictability of return.

 

In addition, the Company diversifies its portfolio with investments in the international market, including time deposits with fixed rates and daily liquidity, and Brazilian prize-draw investment bonds structured for predefined periods.

 

For diversification and adjustment to market dynamics, the Company has investments in alternative modalities that expands its strategic management, such as:

 

FIDC – Fundos de Investimentos em Direitos Creditórios (Receivables Backed Investment Funds)

Investment in quotas of funds for acquisition of credit rights, which provide the Company with greater flexibility in the allocation of resources, without compromising liquidity or generating an immediate financial burden.

 

Investment fund

This is an investment fund in fixed-income quotas, with predominant allocation to low-risk assets, such as government and private securities. Its purpose is to provide liquidity and predictability, monitoring economic indicators such as the CDI and the SELIC rate.

 

National Treasury Securities

These include Financial Treasury Bills (LFT), indexed to the SELIC rate, and National Treasury Notes (NTN), indexed to different economic indicators. These securities provide predictability and protection against exchange rate and inflation rate fluctuations.

 

6. TRADE ACCOUNTS RECEIVABLE

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Trade accounts receivable – domestic 225,362  332,221    5,052,649  4,111,676 
Third parties 158,864  293,849    5,050,539  4,103,988 
Related parties (a) 66,498  38,372    2,110  7,688 
           
Trade accounts receivable – foreign 8,927,853  2,145,630    4,145,785  3,107,867 
Third parties 98,895  10,461    4,145,785  3,107,867 
Related parties (a) 8,828,958  2,135,169    -       -      
  9,153,215  2,477,851    9,198,434  7,219,543 
Amounts not yet due 9,122,711  2,389,911    7,758,085  5,926,885 
Amounts overdue:          
From 1 to 30 days 29,751  50,855    1,206,429  1,076,415 
From 31 to 60 days 428  17,397    169,517  116,998 
From 61 to 90 days 325  19,688    84,528  114,596 
More than 90 days 44,060  22,076    829,723  644,726 
(-) Present value adjustment -      -         (39,291) (29,284)
(-) Estimated losses on doubtful accounts (44,060) (22,076)   (810,557) (630,793)
  9,153,215  2,477,851    9,198,434  7,219,543 
           
Current assets 9,153,215  2,477,851    9,175,814  7,213,646 
Non-current assets -      -         22,620  5,897 

(a)     Trade accounts receivable with related parties are detailed in Note 36 – Related-party transactions.

 

     
  35

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Changes in estimated losses on doubtful accounts are as follows:

 

  Parent   Consolidated
Balance at December 31, 2023 (22,076)   (630,793)
Estimate accrued, net (581)   (47,068)
Write-offs -      22,672 
Translation gains (losses) -      (133,894)
Reclassification to assets held for sale (21,403)   (21,474)
Balance at December 31, 2024 (44,060)   (810,557)

 

In June 2014, a receivables backed investment (Fundo de Investimento de Direitos Creditórios - FIDC) was created to sell a portion of the receivables from the installment sale in the domestic market, in the amount of R$ 150,000 (principal). Invoices negotiated with the fund MRFG amounted to R$ 106,196 in 2024 (R$ 134,343 in 2023).

 

The Company, through its subsidiary BRF, conducts credit assignments with no right of recourse with Fundo de Investimento em Direitos Creditórios Clientes BRF (“FIDC BRF II”), which exclusively operates in acquiring credit rights arising from commercial transactions carried out with customers in Brazil.

 

In 2024, FIDC BRF II had as outstanding balance of R$ 959,434 (R$ 1,072,964 in 2023) related to such credit rights, which were derecognized from the Company’s balance sheet at the time of assignment.

 

In 2024, subsidiary BRF has insurance, letters of credit and other guarantees referring to sales in installments in foreign markets, in the amount of R$ 1,441,599 (R$ 1,003,891 in 2023).

 

7. INVENTORIES

 

Inventories of finished products were carried at average purchase and/or production cost, as explained below:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Finished products 541,100 469,238   6,808,523 6,082,922 
Work in progress -   545,729 482,182 
Raw materials 29,654 12,953   2,325,265 2,235,710 
Packaging and storeroom supplies 98,822 58,060   1,954,807 1,515,916 
(-) Present value adjustment (a) -    -   (115,546) (129,848)
(-) Estimated losses (5,424) (14,886)   (35,840) (73,764)
  664,152 525,365   11,482,938 10,113,118

(a)  Refers to the balancing entry of initial recording of the adjustment to present value of trade accounts payable of subsidiary BRF, which is allocated to costs according to the inventory turnover.

 

The Company grounds its estimates on historical losses and assessment of subsequent realization (market), as follows:

 

  Parent   Consolidated
Balance at December 31, 2023 (14,886)   (73,764)
Estimate accrued, net 9,466   38,605
Translation gains (losses)   (601)
Reclassification to assets held for sale (4)   (80)
Balance at December 31, 2024 (5,424)   (35,840)

 

The Company’s Management assessed the estimated net realizable value for inventories, and concluded that the recognized amount is sufficient.

 

     
  36

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

8. BIOLOGICAL ASSETS

 

Biological assets comprise, cattle, poultry, pigs and forests, as detailed below:

 

  Consolidated
  12/31/2024 12/31/2023
Biological assets - cattle 81,788 54,519
Biological assets - poultry 1,110,101 1,020,224
Biological assets - pigs 1,734,532 1,681,941
Biological assets - current 2,926,421 2,756,684
Biological assets - poultry 677,210 668,606
Biological assets - pigs 639,689 646,613
Biological assets - forestry 470,338 543,097
Biological assets - non-current 1,787,237 1,858,316
     
Total 4,713,658 4,615,000

 

8.1. Changes in biological assets (current)

        Consolidated
  Cattle Poultry Pigs   Total
Balance at December 31, 2023 54,519 1,020,224  1,681,941   2,756,684 
Increase due to acquisitions 114,104 15,587,078 9,988,685   25,689,867
Animal feeding expenses 68,819 - -   68,819
Decrease due to sales (15,374) - -   (15,374)
Net decrease due to deaths (541) - -   (541)
Changes in fair value less costs to sell 8,060 3,100,412 357,017   3,465,489
Translation gains (losses) 4,953 8,042 -   12,995
Transfers to inventories (152,752) (18,605,655) (10,293,111)   (29,051,518)
Balance at December 31, 2024 81,788  1,110,101  1,734,532    2,926,421

 

8.2. Changes in biological assets (non-current)

    Consolidated
  Poultry Pigs Forestry Total
Balance at December 31, 2023 668,606 646,613 543,097 1,858,316
Increase due to acquisitions 160,357 542,441 84,140 786,938
Decrease due to sales - - (11,130) (11,130)
Changes in fair value less costs to sell 822,201 (154,451) - 667,750
Gain or loss on fair value adjustment - - (78,578) (78,578)
Depreciation/ depletion (1,054,421) (394,914) (69,060) (1,518,395)
Reclassification (a) - - 1,869 1,869
Translation gains (losses) 80,467 - - 80,467
Balance at December 31, 2024 677,210 639,689 470,338 1,787,237

(a)     Amounts reclassified from right-of-use assets.

 

Subsidiary BRF has forestry areas pledged as collateral for financing, tax and civil contingencies, in the amount of R$ 70,025 in 2024 (R$ 71,399 in 2023).

 

     
  37

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

8.3. Sensitivity analysis table

The fair value of poultry, pigs and forests is determined using unobservable data, therefore, they are classified in the Level 3 fair value category. The main assumptions used in the calculation of fair value and their impact on measurement are presented below.

 

Assets   Valuation technique   Significant unobservable inputs   The estimated fair value could change if:
Increase   Decrease
Forests   Revenue approach   Estimated prices for standing timber   Timber price if it is higher   Timber price if it is lower
  Estimated productivity per hectare   Yield per hectare if it is higher   Yield per hectare if it is lower
  Harvest and transportation cost   Lower harvest cost   Harvest cost if it is higher
  Discount rate   Lower discount rate   Discount rate if it is higher
                 
Live animals   Cost approach   Feed input prices   Feed cost if it is higher   Feed cost if it is lower
  Accommodation cost   Accommodation cost if it is higher   Accommodation cost if it is lower
  Integrated costs   Integrated cost if it is higher   Integrated cost if it is lower

 

The prices used in the evaluation refer to those practiced in the regions where the Company is located and were obtained through market research. The discount rate corresponds to the average cost of capital and other economic assumptions for a market participant.

 

The weighted average price used in the valuation of the biological asset (forests) in 2024 was equivalent to R$ 85.12 per sterile meter (R$ 76.22 per sterile meter in 2023). The actual discount rate used in the valuation of biological assets (forests) in 2024 was 9.2% (8.1% in 2023).

 

9. RECOVERABLE TAXES

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
ICMS and IVA (State VAT) 388,487 473,171   2,914,034 2,604,642
IPI (Excise Tax) 3,622 1,005   1,182,006 1,095,890
INSS (National Social Security Institute) - -   422,163 485,096
PIS and COFINS (taxes on sales) credits 2,209,820 1,687,034   4,370,281 4,257,325
IRRF, IRPJ and CSLL (taxes on income) recoverable 3,877,914 3,252,806   4,702,802 3,787,516
Other 15,646 10,075   203,938 166,698
(-) Estimated impairment (229,525) (199,525)   (418,401) (386,963)
  6,265,964 5,224,566   13,376,823 12,010,204
           
Current assets 756,930 1,220,697   3,235,325 2,920,641
Non-current assets 5,509,034 4,003,869   10,141,498 9,089,563

 

9.1. ICMS and IVA (State VAT)

The credit balance of recoverable ICMS derives from credits taken for ICMS paid on the acquisition of raw, packaging and other materials and inputs, in amounts higher than the debts generated from its sales, since the Company’s main credit generating operations are sales to the foreign market, and they are exempt from this tax. The Company has been seeking ways to optimize these balances, when authorized by the State tax authorities, through the sales of ICMS to third parties or for the payment of suppliers of inputs and property, plant and equipment.

 

On June 20 and October 16, 2024, an agreement was entered into between the Parent and its subsidiary BRF S.A. for the acquisition of R$ 113,000 and R$ 350,000 in ICMS credits, respectively, determined in the State of São Paulo and owned by the Parent, considering a discount compatible with the market.

 

Up to December 31, 2024, R$ 256,000 had been transferred and subsidiary BRF offset R$ 178,076 related to these credits. The credits will be used according to the Company’s monthly calculation in the state, with full offset expected up to April 2025.

 

     
  38

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

In several other jurisdictions outside Brazil, VAT is levied on the Company’s ordinary operations with goods and services with expected realization in the short and long terms.

 

9.2. IPI

The Company recorded tax assets arising from successful outcomes in lawsuits, particularly the premium credit.

 

9.3. INSS

INSS recoverable refers to differences in social security contributions discussed in court on paid maternity leave, work accident risk, vacation bonus, labor agreements, paid sick leave, and notice of termination.

 

9.4. PIS and COFINS taxes

Pursuant to Laws 10,637/02, 10,833/03, 10,865/04, 10,925/04, 11,033/04, 12,058/09 and 12,350/10, the Company has noncumulative PIS and COFINS credits on the acquisition of raw, packaging and other materials used in goods sold in domestic and foreign markets.

 

The realization of these balances usually occurs through offsetting against the balance payable in sales of taxed products in the domestic market, against other federal taxes, and with the changes provided for by Law 13,670, in August 2018, which permitted the offsetting of social security liabilities using other credits from the taxpayer. As from said date, the Company started settling its social security liabilities using such credits.

 

9.5. IRRF, IRPJ and CSLL recoverable

Refers to withholding of income tax at source on services, financial investments, prior-year negative balances of income and social contribution taxes and income tax paid abroad on net income made available in Brazil. Income tax paid abroad is payable via the offsetting of income and social contribution taxes calculated on profit for future years and have no time limit.

 

9.6. Estimated impairment of taxes

Estimated losses were calculated based on Management’s best judgment of the realization of the Company’s recoverable taxes balances, mainly on PIS and COFINS credits.

 

In 2024, the changes in this item were as follows:

 

  Parent   Consolidated
Balance at December 31, 2023 (199,525)   (386,963)
Net estimate (a) (30,000)   (31,117)
Reclassification to assets held for sale   (321)
Balance at December 31, 2024 (229,525)   (418,401)

(a)      Based on its assessment, the Company concluded that it was necessary to recognize impairment of PIS and COFINS taxes for the year ended in 2024, in an amount considered sufficient to cover any losses on realization of such tax credits.

 

     
  39

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

10. NOTES RECEIVABLE

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Related parties (a) 3,539,815 8,727,233   26,601 31,932
Sale of poultry farm (b) - -   38,255 12,325
Sale of farm - -   54,000
Adjustment to present value - -   (5,910) (2,223)
Other notes receivable (c) 1,084 707   9,141 2,866
  3,540,899 8,727,940   68,087 98,900
           
Current assets 650,180 554,995   59,452 96,770
Non-current assets 2,890,719 8,172,945   8,635 2,130

(a)      The amount presented in the Parent refers mostly to balances resulting from loan transactions with its subsidiaries, as described in Note 36 – Related-party transactions.

(b)      The amount presented substantially refers to the sale of poultry farms in Guatambu and Concordia.

(c)      The amount presented substantially refers to the sale of a hatchery in Caxias do Sul.

 

11. ADVANCES TO SUPPLIERS

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
           
Third parties 160,471 412,713   441,103 609,203
Related parties (a) 2,298,299 304,225   2,298,299 304,225
  2,458,770 716,938   2,739,402 913,428

(a)      The balances of advances to suppliers with related parties are detailed in Note 36 - Related-party transactions.

 

12. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

 

On August 28, 2023, following its strategy of focusing on the production of branded meat and products with higher value added, the Company decided to sell certain cattle and sheep slaughter units in Argentina, Brazil, Chile and Uruguay, which are part of the Beef South America segment, to Minerva S.A.

 

The sale price of the Transaction’s Assets was R$ 7,500,000, with a down payment of R$ 1,500,000 received on August 28, 2023, and a remaining balance of R$ 6,000,000, which was subject to the CDI (Interbank Deposit Rate).

 

On May 21, 2024, according to the Notice to the Market, the Company received from Comission de Promoción y Defensa de La Competencia (CPDC) of Uruguay a resolution denying authorization for the sale of the Transaction’s Assets located in Uruguay, namely the cattle slaughter units in Colônia, Salto and San José, for which the attributed sales price, pursuant to the contract, is R$ 675,000. On October 30, 2024, pursuant to the Notice to the Market, CPDC ratified its prior position. The decision is not definitive and an appeal was filed.

 

On August 9, 2024, according to the Material Fact disclosed, the Company received from the Administrative Council for Economic Defense (CADE) the final opinion of the General Superintendency recommending to the Administrative Court for Economic Defense (TADE) the approval of the transaction through the execution of a concentration control agreement, determining the decrease of the material and geographic limits established in the expansion restriction clause of the agreement, which did not change the other terms and conditions of the agreement and of the transaction.

 

On September 25, 2024, pursuant to the Material Fact disclosed, the Company received from CADE, in a judgment session held on that date, the approval of the aforementioned concentration act related to the transaction. Such decision and the other public documents related to the concentration act are available on CADE’s website.

 

     
  40

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

On October 8, 2024, according to the Notice to the Market disclosed, the final decision on the Concentration Act No. 08700.006814/2023-77 and the fulfillment of the other conditions precedent established in the Agreement were confirmed.

 

On October 28, 2024, pursuant to the Material Fact disclosed, the closing of the transaction was implemented, except in relation to the Uruguay Assets. As a result, the Company received, on that date, R$ 5,680,602, totaling a sales price of R$ 7,180,602 (considering R$ 1,500,000 received as down payment).

 

Pursuant to the Material Fact, the sales price could be post-closing adjustments, which are shown below, together with the transaction results:

 

    12/31/2024
Sales price   6,825,000
Adjustment to sales price (a)   340,684
(-) Expenses on legal advisors and external consultants   (5,836)
(=) Adjusted sales price   7,159,848
(-) Net write-off of assets held for sale   (4,333,025)
(=) Income from operations before taxes   2,826,823
(-) Income and social contribution taxes   (952,965)
(=) Transaction results   1,873,858

(a)      The adjustment to sales price mainly derives from exclusion of the net debt of the negotiated companies, working capital, estimated remuneration and others, as provided for in the agreement.

 

On February 11, 2025, pursuant to the Material Fact disclosed, Minerva S.A. submitted a new request to the CPDC, for approval of the acquisition of the “Uruguay Operation”. Considering the latest opinion of CPDC regarding the original request, Minerva S.A. submitted an alternative proposal. The proposal submitted does not entail any change to the conditions originally agreed in the asset sale and purchase agreement.

 

     
  41

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The individual and consolidated assets and liabilities held for sale in relation to the Uruguay assets, considering the elimination of balances between the group’s companies, are as follows:

 

      Assets          Liabilities 
  Parent    Consolidated      Parent    Consolidated 
CURRENT ASSETS 12/31/2024    12/31/2024    CURRENT LIABILITIES 12/31/2024    12/31/2024 
Cash and cash equivalents -       121,083   Trade accounts payable - third parties -       317,830
Financial investments and marketable securities -       387   Accrued payroll and related charges -       55,486
Trade accounts receivable - third parties -       12,938   Taxes payable -       23,084
Inventories -       150,551   Loans and financing -       197,010
Recoverable taxes -       13,526   Advances from customers - third parties -       161
Advances to suppliers -       1,607   Lease payable -       17
Other receivables -       2,486   Other payables -       9,176
                 
  -       302,578     -       602,764
                 
NON-CURRENT ASSETS         NON-CURRENT LIABILITIES      
Derivative financial instruments -       31,385   Deferred income and social contribution taxes -       2,180
          Loans and financing -       162,400
  -       31,385          
            -       164,580
Investments 999,649   -              
Property, plant and equipment -       422,108          
Right-of-use assets -       226          
Intangible assets -       665,761          
                 
  999,649   1,088,095          
                 
  999,649   1,119,480          
                 
TOTAL ASSETS HELD FOR SALE 999,649   1,422,058   TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE -       767,344

 

 

The results of discontinued operations for the years 2024 and 2023 are presented below:

 

      Parent        Consolidated 
  YTD    YTD    YTD    YTD 
  2024    2023    2024    2023 
NET SALES REVENUE 3,716,452   5,781,184   2,320,817   4,266,894
Cost of products and goods sold (3,047,280)   (4,877,741)   (1,627,683)   (3,109,327)
               
GROSS PROFIT 669,172   903,443   693,134   1,157,567 
               
Operating income (expenses)  2,182,854   (541,985)   2,183,408   (756,568)
Net financial result (1,118,368)   (501,906)   (1,109,720)   (519,090)
               
Profit (loss) before taxes 1,733,658   (140,448)   1,766,822   (118,091)
INCOME AND SOCIAL CONTRIBUTION TAXES (648,892)   (28,942)   (682,373)   (51,526)
Net income (loss) for the year from discontinued operations 1,084,766   (169,390)   1,084,449   (169,617)
               
Controlling interest - discontinued operation 1,084,766   (169,390)   1,084,766   (169,390)
Non-controlling interest - discontinued operation -       -       (317)   (227)
               
  1,084,766   (169,390)   1,084,449   (169,617)

 

     
  42

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The discontinued cash flow for 2024 and 2023 is presented below:

           
    Parent      Consolidated 
    Reclassified      Reclassified 
  YTD  YTD    YTD  YTD 
  2024  2023    2024  2023 
Parent’s profit (loss) for the year - discontinued 1,084,766 (169,390)   1,084,766 (169,390)
           
Non-cash items (1,406,759) 593,999   (1,436,338) 772,237
Equity changes (1,351,946) 482,924   (211,130) (515,379)
Cash flow used in operating activities (1,673,939) 907,533   (562,702) 87,468
Cash flow provided by (used) in investing activities 5,436,974 (151,096)   5,621,260 (204,884)
Cash flow used in financing activities (70,087) (579,910)   (160,050) (612,126)
Exchange variation on cash and equivalents - discontinued operation 4 -       15,302 4,424
           
Cash flow for the year 3,692,952 176,527   4,913,810 (725,118)
           
(-) Cash and cash equivalents (282) 282   27,481 93,602
           
Discontinued operations net of cash 3,693,234 176,245   4,886,329 (818,720)

 

13. DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES

 

  Parent    Consolidated 
  12/31/2024  12/31/2023    12/31/2024  12/31/2023 
Income tax 1,106,513 -       3,443,414 1,986,994
Social contribution tax 399,341 -       1,033,541 599,771
           
Deferred tax assets 1,505,854 -       4,476,955 2,586,765
           
Income tax -     (14,981)   (6,489,730) (7,076,326)
Social contribution tax -     (1,476)   (2,266,217) (2,477,186)
           
Deferred tax liabilities -     (16,457)   (8,755,947) (9,553,512)
           
Total deferred taxes 1,505,854 (16,457)   (4,278,992) (6,966,747)

 

The following table presents the breakdown of deferred taxes:

 

  Parent    Consolidated 
  12/31/2024  12/31/2023    12/31/2024  12/31/2023 
           
Income tax losses 2,543,291 519,713   5,406,582 3,362,459
Social contribution tax loss carryforwards 916,580 187,677   1,845,843 1,132,825
Temporary differences - assets 191,399 95,545   2,008,544 1,463,934
Temporary differences - liabilities (2,145,416) (819,392)   (13,539,961) (12,925,965)
           
Deferred taxes, net 1,505,854 (16,457)   (4,278,992) (6,966,747)

 

     
  43

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Considering the Company’s estimates, the table below presents the realization of “Deferred Tax Assets”, based on a technical feasibility study and according to the projections, limited to a 10-year term:

 

  Parent    Consolidated 
Year      
2025 -       240,541
2026 -       311,216
2027 36,484   346,480
2028 278,433   646,143
2029 493,499   730,172
2030 to 2034 697,438   2,202,403
       
  1,505,854   4,476,955

 

14. INVESTMENTS

 

  Parent   Consolidated 
  12/31/2024  12/31/2023    12/31/2024  12/31/2023 
Interest in subsidiaries and associates 22,955,323 23,685,943   -     -    
Goodwill derived from business combinations 266,450 205,915   -     -    
Other investments 10,010 21,010   224,843 654,638
           
  23,231,783 23,912,868   224,843 654,638

 

     
  44

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

14.1. Direct investments by the parent

Information and changes on investments in subsidiaries in 2024 is shown below:

 

  Marfrig 
Chile S.A. 
Frigorífico 
Tacuarembó 
S.A. 
Masplen Ltd  Marfrig 
Overseas 
Ltd. 
Marfrig 
Comercializadora 
de Energia Ltda. 
Marfrig 
Holdings 
(Europe) B.V 
Marfrig Beef 
(UK) Limited 
Marfrig Beef 
International 
Ltd. 
Abilun 
S.A. 
MFG Holdings 
SAU 
Quickfood S.A.  Marfrig 
Paraguay S.A (c) 
BRF S.A.  PlantPlus 
Brasil 
 
                               
Shares/Units of interest 10,000 163,518,797 5,050 1 40,000,000 426,842 2,001 2,001 400,000 300,000,000 83,071,700,036 - 1,682,473,246 28,921,047  
% interest 99.50 99.96 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 10.00 - 50.49 0.24  
Total assets 419,800 1,061,172 - 2,813,273 1,669,852 6,861,597 3,078,982 5,402,707 76,540 1,751,336 1,789,156 - 88,611,283 19,993  
Total liabilities 159,464 923,289 252,956 2,695,812 1,650,339 2,653,986 1,135,918 3,335,722 61,271 1,518,845 1,264,891 - 58,962,031 13,865  
Share capital 71,915 39,588 22,859 - 40,000 2,885,086 2,543,322 1,205,544 57 1,800 498,430 - 13,349,156 28,921  
Equity 260,336 137,883 (252,956) 117,461 19,513 4,207,611 1,943,064 2,066,985 15,269 232,491 524,265 - 29,649,252 6,128  
Net income (loss) 17,884 49,903 (106,615) (273,276) (15,415) 83,003 397,108 (596,896) 8,880 (287,267) (213,511) 210 1,334,082 (3,622)  
                               
Balance at December 31, 2023 206,744 128,035 (162,907) (777,243) 24,928 3,699,967 1,864,685 3,505,987 5,193 11,693 25,091 (6) 15,153,841 (65) 23,685,943
                               
Write-off - - - - - - - - - - - (2) - - (2)
Dividends and interest on equity - (83,491) - - - (618,717) (494,974) (993,300) - - - - (578,646) - (2,769,128)
REP (a) 81,256 49,532 (113,581) (273,276) (15,415) 83,003 397,108 (596,898) 8,880 (272,630) (19,728) 208 672,692 (14) 1,137
REP (a) (discontinued operation) (63,331) - - - - - - - - (14,584) (1,620) - - - (79,535)
Capital increase - - - - 10,000 - - - - 1,455 17,930 - - - 29,385
Capital reduction - - - - - - - - - - - (215) - - (215)
Increase in equity interest - - - - - - - - - - - - 132,011 - 132,011
Capital transactions - - - 1,391,707 - - - - - 159,936 - - (658,925) 49 892,767
Other comprehensive income 34,326 42,377 (430) (223,728) - 1,043,357 176,243 151,193 1,197 294,243 30,747 15 (486,625) 45 1,062,960
Other (to be detailed) - - - - - - - - - - - - - - -
Balance at December 31, 2024 (b) 258,995 136,453 (276,918) 117,460 19,513 4,207,610 1,943,062 2,066,982 15,270 180,113 52,420 - 14,234,348 15 22,955,323

 

(a) Equity in earnings (losses) of subsidiaries.
(b) Refers to the percentage of the Company’s interest in its subsidiaries, adjusted by profit on unrealized inventories upon the consolidation of balances.
(c) The Company discontinued the equity interest it held in Marfrig Paraguay S.A.

 

     
  45

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

14.1.1. Investment in subsidiaries reclassified to assets held for sale

 

The balance of investments in subsidiaries of R$ 999,649, reclassified to assets held for sale, includes goodwill derived from business combinations of subsidiaries Inaler S.A. (R$ 137,551), Prestcott International S.A. (R$ 78,681) and Establecimientos Colonia S.A. (R$ 420,085), in Note 12 – Assets and liabilities held for sale, these amounts are presented in the Parent under Investments, and in the Consolidated under Intangible assets and, in addition to these amounts, changes are shown below:

 

  Inaler S.A.  Prestcott 
International 
S.A. 
Estab. 
Colonia S.A. 
Fortunceres   
Shares/Units of interest 325,673,004 15,927,783 256,562,625 -  
% interest 100.00 100.00 100.00 -  
Total assets 210,270 489,876 548,445 -  
Total liabilities 180,995 388,614 314,882 -  
Share capital 57,460 18,094 214,898 -  
Equity 29,275 101,262 233,563 -  
Net income (loss) (58,108) 1,721 (22,664) -  
           
Balance at December 31, 2023 75,146 93,774 201,588 10 370,518
           
Write-off - - - (2,557,927) (2,557,927)
Dividends - (21,473) - - (21,473)
REP (a) - - 13,126 - 13,126
REP (a) (discontinued operation) (58,061) 1,866 (35,331) - (91,526)
Capital increase - - - 2,557,917 2,557,917
Other comprehensive income 12,202 27,062 53,433 - 92,697
           
Balance at December 31, 2024 (b) 29,287 101,229 232,816 - 363,332
(a) Equity in earnings (losses) of subsidiaries.
(b) Refers to the percentage of the Company’s interest in its subsidiaries, adjusted by profit on unrealized inventories upon the consolidation of balances.

 

14.2. DIRECT INVESTMENTS

Below are the changes in direct investments in 2024:

 

14.2.1. BRF S.A.

On February 28 and April 8, 2024, the Company started to hold a total of 842,547,574 and 849,526,130 shares of subsidiary BRF, respectively, increasing its interest from 50.06% to 50.49%. The shares are divided into common shares and American Depositary Receipts (“ADR”).

 

Related-party transactions

On January 19 and March 27, 2024, subsidiary BRF provided guarantees with the objective of ensuring compliance with the main and accessory obligations assumed by Potengi Holdings S.A. within the scope of its 1st and 2nd issues of, respectively, 300,000 and 2,100,000 simple, non-convertible debentures, in a single series, with a term of 18 years. The nominal value is, respectively, R$ 1.00 and R$ 0.10 each, and BRF provided a personal guarantee for the amount corresponding to 24% of the issue amount.

 

On May 21, 2024, subsidiary BRF entered into a contract for the strategic supply of products with Saudi Agricultural and Livestock Investment Company (“SALIC”). Under the contract, SALIC can acquire 200 thousand tons of products per year whenever there is a food emergency state in the Kingdom of Saudi Arabia. The price adopted for SALIC will be equivalent to an average of the market prices adopted by subsidiary BRF with other customers and the supply obligation will only exist if subsidiary BRF has plants qualified to export to the Kingdom of Saudi Arabia with sufficient volume to also meet the demand of its other customers in that country. As at December 31, 2024, no transaction linked to this contract was carried out.

 

     
  46

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Distribution of interest on equity to the shareholders of subsidiary BRF

On November 13, 2024, subsidiary BRF’s Board of Directors approved the distribution to shareholders of interest on equity in the total amount of R$ 995,221, based on the balance sheet of subsidiary BRF as of October 31, 2024.

 

On December 5, 2024, the amount net of withholding income tax of R$ 821,605 was paid, relating to interest on equity approved by BRF’s Board of Directors on November 13, 2024.

 

On December 30, 2024, the amount net of withholding income tax of R$ 173,616 was paid, related to the same modality approved by BRF’s Board of Directors on December 4, 2024.

 

Acquisition of interest in Addoha Poultry Company

On October 31, 2024, subsidiary BRF S.A. informed its shareholders and the general public that BRF Arabia Holding Company (“BRF Arabia”), a joint venture of which a 70% interest is held by subsidiary BRF and 30% by Halal Products Development Company (“HPDC”), in turn, a wholly-owned subsidiary of the Public Investment Fund (“PIF”) of Saudi Arabia, signed a binding contract to acquire 26% of Addoha Poultry Company (“Addoha”), a company operating in poultry slaughtering in Saudi Arabia.

 

The transaction totals SAR 316,200 million (R$ 511,105), of which SAR 216,200 (R$ 349,466) will be paid up in Addoha. On January 14, 2025, a shareholders’ agreement was signed between subsidiary BRF Arabia and the current shareholders of Addoha, ensuring effective participation in the company’s management and allowing the know-how of subsidiary BRF and HPDC to contribute to maximize synergies between the entities. On the same date, subsidiary BRF completed the acquisition, and Addoha is now an associate of subsidiary BRF, which will have its investment accounted for using the equity method.

 

Acquisition of a processed products plant in the province of Henan in China

On November 20, 2024, BRF GmbH, a wholly-owned subsidiary of subsidiary BRF, entered into a binding agreement with Henan Best Foods Co. Ltd., a subsidiary of the OSI Group, a North American food processing company, to acquire a processing plant in the province of Henan in China.

 

The transaction totals U$ 42,700, equivalent to R$ 246,563. The plant has two food processing lines, with capacity for 28 thousand tons/year and possibility of expansion for two additional lines.

 

The closing of this transaction is subject to compliance with the conditions precedent applicable to transactions of this type, including the approval by regulatory authorities, and the corporate reorganization of the plant assets.

 

Gelprime term of agreement

On December 17, 2024, an agreement was signed between MBR Investimentos Ltda. (“MBR”), a wholly-owned subsidiary of BRF, and the companies Viposa Participações Ltda., Indústria e Comércio de Couros Britali Ltda. and Vanz Holdings Ltda. which currently hold 100% of the capital of Gelprime Indústria e Comércio de Produtos Alimentícios Ltda. (“Gelprime”), a company that produces, sells and distributes gelatine and collagen by processing raw materials of animal origin.

 

The agreement establishes the main conditions for the acquisition, by MBR, of a 50% interest in the capital of Gelprime (“Acquisition”) for R$ 312,500, subject to any adjustments.

 

The completion of the transaction is subject to negotiation and signing of definitive documents, as well as approval by the Brazilian competition authorities.

 

14.2.2. BIOMAS PROJECT

On April 23, 2024, a capital contribution of R$ 30,000 to Biomas – Serviços Ambientais, Restauração e Carbono S.A. (“Biomas”) was approved, and the Company contributed R$ 5,000 under the terms of the respective investment agreements, in view of the fulfillment of all conditions precedent and performance of the closing acts provided for in the respective agreements.

 

     
  47

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

14.2.3. MFG HOLDING SAU

On July 23, 2024, a contribution of ARS 5,200,000 (R$ 31) to MFG Holding SAU was approved, referring to the capital increase from ARS 49,800,000 (R$ 299) to ARS 55,000,000 (R$ 336). The premium on the issue of shares was increased by ARS 9,973,988,912 (R$ 60,241). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.

 

On August 21, 2024, a contribution of ARS 45,000,000 (R$ 262) to MFG Holding SAU was approved, referring to the capital increase from ARS 55,000,000 (R$ 336) to ARS 100,000,000 (R$ 559). The premium on the issue of shares was increased by ARS 8,432,990,580 (R$ 48,974). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.

 

On November 8, 2024, a contribution of ARS 200,000,000 (R$ 1,162) to MFG Holding SAU was approved, referring to the capital increase from ARS 100,000,000 (R$ 559) to ARS 300,000,000 (R$ 1,800). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.

 

14.2.4. QUICKFOODS S.A.

On July 23, 2024, a capital increase in QuickFood S.A. in the amount of ARS 11,088,000,000 (R$ 66,968) was approved, from ARS 19,632,233,964 (R$ 117,793) to ARS 30,720,233,964 (R$ 187,393). The amounts were contributed by the shareholders as follows: ARS 9,979,188,912 (R$ 60,272) contributed by MFG Holding SAU and ARS 1,108,678,032 (R$ 6,696) contributed by Marfrig Global Foods S.A.

 

On August 21, 2024, a capital increase in QuickFood S.A. in the amount of ARS 9,420,000,900 (R$ 54,706) was approved, from ARS 30,720,233,964 (R$ 187,393) to ARS 40,140,233,964 (R$ 236,827). The amounts were contributed by the shareholders as follows: ARS 8,477,990,580 (R$ 49,236) contributed by MFG Holding SAU and ARS 941,896,390 (R$ 5,470) contributed by Marfrig Global Foods S.A.

 

On November 7, 2024, a capital increase in QuickFood S.A. was approved in the amount of ARS 9,920,000,000 (R$ 59,520). The capital was increased to ARS 83,071,700,036 (R$ 498,430). The amounts were contributed by the shareholders as follows: ARS 992,009,920 (R$ 5,764) contributed by Marfrig Global Foods S.A and ARS 8,927,990,080 (R$ 53,756) contributed by MFG Holding SAU.

 

14.2.5. MARFRIG OVERSEAS LIMITED

On December 12, 2024, the Company decided to make a capital contribution of US$ 230,000 (R$ 1,391,707) to Marfrig Overseas Limited. The increase was not made through the issuance of additional shares or by means of a donation or loan, but rather originated from distributable reserves (capital reserve), and should be treated as if it constituted profits or share premium to the bylaws of the subsidiary

 

14.2.6. MARFRIG COMERCIALIZADORA DE ENERGIA LTDA.

On December 13, 2024, the Company decided to increase the capital of Marfrig Comercializadora de Energia Ltda. from R$ 30,000 to R$ 40,000, a total increase of R$ 10,000, through the issue of 10,000,000 million shares, with par value of R$ 1.00 each, fully subscribed and paid-in by the Company on that date.

 

14.3. INDIRECT INVESTMENTS

Below are the changes in indirect investments in the year ended December 31, 2024:

 

14.3.1. PLANTPLUS FOODS LLC.

In the second quarter of 2024, a capital increase in PlantPlus Food, LLC was approved in the amount of US$ 7.1 million, to which subsidiary NBM US Holdings Inc. contributed US$ 5.0 million, equivalent to 70% of the approved capital.

 

In the third quarter of 2024, a capital increase in PlantPlus Food, LLC was approved in the amount of US$ 520 thousand, to which subsidiary NBM US Holdings Inc. contributed US$ 364 thousand, equivalent to 70% of the approved capital.

 

     
  48

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Change in control of PlantPlus Foods, LLC.

On November 7, 2024, the Company and Archer-Daniels-Midland Company (“ADM”), which provided ingredients and technical know-how for the development of plant-based products, mutually agreed to terminate the partnership in which a 30% interest was held by ADM. The Company maintained its 70% interest.

 

The transfer of the PlantPlus Foods, LLC units to subsidiary BRF, equivalent to a 30% equity interest, occurred on January 23, 2025, after approval without reservations by CADE.

 

14.3.2. PLANTPLUS FOODS BRASIL LTDA.

On March 22, 2024, a capital increase in PlantPlus Foods Brasil Ltda. in the amount of R$ 4,979 was approved, from R$ 9,834 to R$ 14,814. The contribution was made by the shareholder PlantPlus Foods, LCC through the issue of 4,979,000 million shares, with a par value of R$ 1.00 each, fully subscribed by the shareholder. The other shareholders waived their subscription rights.

 

On August 23, 2024, a capital increase in PlantPlus Foods Brasil Ltda. in the amount of R$ 14,313 was approved, from R$ 14,814 to R$ 29,126. The contribution was made by the shareholder PlantPlus Foods, LLC through the issue of 14,313,000 million shares, with a par value of R$ 1.00 each, fully subscribed by the shareholder. The other shareholders waived their subscription rights.

 

According to the change in equity interest mentioned in Note 14.3.1. - PLANTPLUS FOODS LLC., the 0.3% equity interest previously held by ADM is held by subsidiary BRF since February 14, 2025.

 

14.4. JOINT VENTURES

All joint ventures are accounted for using the equity method and are not consolidated in accordance with NBC TG 18/R3 (CVM Resolution 118/22) - Investments in Associates and Joint Ventures. The Company’s interests in joint ventures are described below:

 

a) The Company holds a direct interest of 0.7% in Plantplus Foods Brasil Ltda., headquartered in Brazil;
b) The Company, through its direct subsidiary BRF, holds a 24.0% interest in Potengi Holdings S.A., headquartered in Brazil; and
c) The Company, through its indirect subsidiary Beef Holdings Limited, holds a 45.0% interest in COFCO Keystone Supply Chain Invest. Ltd, headquartered in Hong Kong; and
d) The Company, through its indirect subsidiary NBM US Holdings, Inc., holds a 70.0% interest in Plantplus Foods LLC, headquartered in the United States of America.

 

15. INVESTMENT PROPERTY

 

Investment property refers to tanneries and industrial plants that, under the Company’s strategy, are held to generate lease income, whose amounts are recognized at fair value.

 

  Parent and Consolidated 
  Land  Constructions 
and buildings 
Total 
Tannery in Promissão 4,233 3,202 7,435
Tannery in Bataguassú -     44,166 44,166
Plant in Capão do Leão 3,522 44,322 47,844
Plant in Mato Leitão 2,355 14,994 17,349
       
Net balance at 12/31/2024 10,110 106,684 116,794

 

     
  49

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Changes in investment properties:

 

    Parent and Consolidated 
  12/31/2023  Change in 
fair value 
12/31/2024 
Tannery in Promissão 7,382 53 7,435
Tannery in Bataguassú 42,868 1,298 44,166
Plant in Capão do Leão 47,854 (10) 47,844
Plant in Mato Leitão 17,061 288 17,349
       
Net balance 115,165 1,629 116,794

 

16. PROPERTY, PLANT AND EQUIPMENT

 

The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.

 

Changes in property, plant and equipment:

 

      Parent 
        Property, plant and equipment 
Description   Land, 
constructions 
and buildings 
Machinery, 
equipment, furniture 
and fixtures 
Construction 
in progress 
Other  Total 
Average annual depreciation rates   3.48% 14.32% -     18.93%  
Acquisition cost   1,695,534 555,006 104,385 75,398 2,430,323
Accumulated depreciation   (275,638) (220,028) -     (52,136) (547,802)
             
Net balance at 12/31/2023   1,419,896 334,978 104,385 23,262 1,882,521
             
Additions   -     112,819 209,531 91,177 413,527
Write-offs   -     (600) -     (1,318) (1,918)
Transfers   27,008 -     (27,008) -     -    
Reclassification (a)   (4) -     (2,652) -     (2,656)
Transfer from discontinued operation to continuing operation   56,288 2,216 4,072 1,671 64,247
Depreciation in the year   (65,296) (54,323) -     (18,542) (138,161)
             
Net balance at 12/31/2024   1,437,892 395,090 288,328 96,250 2,217,560
             
Acquisition cost   1,782,790 669,691 288,328 166,753 2,907,562
Accumulated depreciation   (344,898) (274,601) -     (70,503) (690,002)
             
Closing balance   1,437,892 395,090 288,328 96,250 2,217,560
(a) Amounts reclassified to intangible assets.

 

     
  50

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

    Consolidated
      Property, plant and equipment
Description Land, 
constructions 
and buildings 
Machinery, 
equipment, furniture 
and fixtures 
Construction 
in progress 
Other  Total 
Average annual depreciation rates 3.19% 10.19% -     10.94%  
Acquisition cost 24,102,814 30,751,636 2,111,757 693,381 57,659,588
Accumulated depreciation (5,205,361) (11,489,194) -     (318,329) (17,012,884)
           
Net balance at 12/31/2023 18,897,453 19,262,442 2,111,757 375,052 40,646,704
           
Additions 4,688 132,061 2,059,664 122,272 2,318,685
Write-offs (195,170) (257,775) (1,674) (2,972) (457,591)
Transfers 840,216 1,524,506 (2,441,716) 76,994 -    
Reclassification (a) 4,722 (6,817) (3,263) (371) (5,729)
Translation gains (losses) 908,746 846,705 363,106 129,680 2,248,237
Transfer from discontinued operation to continuing operation 56,288 2,216 4,072 1,671 64,247
Depreciation in the year (745,864) (2,733,533) -     (89,043) (3,568,440)
           
Net balance at 12/31/2024 19,771,079 18,769,805 2,091,946 613,283 41,246,113
           
Acquisition cost 26,071,449 33,998,845 2,091,946 1,101,435 63,263,675
Accumulated depreciation (6,300,370) (15,229,040) -     (488,152) (22,017,562)
           
Closing balance 19,771,079 18,769,805 2,091,946 613,283 41,246,113

(a)   Amounts reclassified to intangible assets, to the cost of forest formation in biological assets and to the line items of other current receivables and other non-current receivables, when they refer to sales of fixed assets to third parties.

 

The Company has not identified indications of assets recorded at an amount higher than the amount that could be recovered through their use or sale.

 

The Company recorded property, plant and equipment that are fully depreciated and still in operation, as well as temporarily idle items, as follows:

 

    Parent 
            12/31/2024 
Description       Property, plant and equipment 
fully depreciated and still in 
operation 
Land, constructions and buildings           1,034
Machinery, equipment, furniture and fixtures           49,264
Other           46,627
             
            96,925

 

    Consolidated 
            12/31/2024 
Description   Temporarily idle property, 
plant and equipment 
  Property, plant and equipment 
fully depreciated and still in 
operation 
Land, constructions and buildings     33,125     545,696
Machinery, equipment, furniture and fixtures     63,234     1,150,912
Other     84     48,129
             
      96,443     1,744,737

 

     
  51

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

17. RIGHT-OF-USE ASSETS

 

The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances. With the adoption of NBC TG 06/R3 (CVM Resolution 95/22), assets related to leases are now recognized as right-of-use assets.

 

Changes in right-of-use assets:

 

  Parent
      Right-of-use assets
Description Plants Aircraft Other Total
Average annual depreciation rates 7.00% 20.00% 20.00%  
Acquisition cost 38,818  -      3,522  42,340 
Accumulated depreciation (24,482) -      (2,407) (26,889)
         
Net balance at 12/31/2023 14,336 -      1,115  15,451 
         
Additions -      360,608  -      360,608 
Reclassification to assets held for sale (599) -      -      (599)
Depreciation in the year (3,209) (12,020) (704) (15,933)
         
Net balance at 12/31/2024 10,528  348,588  411  359,527 
         
Acquisition cost 35,671  360,608  3,522  399,801 
Accumulated depreciation (25,143) (12,020) (3,111) (40,274)
         
Closing balance 10,528  348,588  411  359,527 

 

  Consolidated
        Right-of-use assets
Description Plants Machinery and
equipment
Aircraft Other Total
Average annual depreciation rates 13.03% 14.44% 20.00% 38.77%  
Acquisition cost 4,596,964  1,088,998  -      542,027  6,227,989
Accumulated depreciation (1,850,701) (491,073) -      (255,025) (2,596,799)
           
Net balance at 12/31/2023 2,746,263  597,925 -      287,002  3,631,190
           
Additions 853,330  170,770  360,608 351,380  1,736,088
Write-offs (52,284) (91,705) -      (267,280) (411,269)
Reclassification (a) (1,864) -      -      490  (1,374)
Translation gains (losses) 43,095  103,519  -      74,722  221,336
Reclassification to assets held for sale (599) -      -      -      (599)
Depreciation in the year (702,431) (187,945) (12,020) (223,614) (1,126,010)
           
Net balance at 12/31/2024 2,885,510  592,564  348,588 222,700  4,049,362
           
Acquisition cost 5,059,436  1,324,626  360,608 494,590  7,239,260
Accumulated depreciation (2,173,926) (732,062) (12,020) (271,890) (3,189,898)
           
Closing balance 2,885,510  592,564  348,588 222,700  4,049,362

 

(a)  Amounts reclassified to biological assets (non-current).

 

     
  52

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

18. INTANGIBLE ASSETS

 

The Company has intangible assets presented pursuant to NBC TG 04/R4 (CVM Resolution 93/22) – Intangible assets.

 

  Parent Consolidated
  12/31/2024 12/31/2023 12/31/2024 12/31/2023
Goodwill -      -      1,404,184 1,122,704
Sales channels 149,270 165,527 149,271 165,528
Software and licenses 33,159 24,929 277,799 280,527
Trademarks and patents 49,710 42,844 12,559,944 12,320,867
Customer relationship -      -      1,981,218 1,989,691
Supplier relationship -      -      2,715,075 2,629,942
Non-compete agreements -      -      2,552 7,243
Other intangible assets -      -      37,690 35,472
         
Total 232,139 233,300 19,127,733   18,551,974

 

The Company has not identified indications of assets that remain recorded in the Company’s books at an amount higher than the amount that could be recovered through their use or sale.

 

Changes in intangible assets are as follows:

 

            Parent
    Average
amortization
rate
  Balance at
December 31,
2023
  Reclassification (a)   Amortization   Transfer from
discontinued
operation to
continuing
operation
  Balance at
December 31,
2024
Sales channels   5.50%   165,527   -        (16,257)   -        149,270
Software and licenses   15.19%   24,929   2,656   (6,219)   11,793   33,159
Trademarks and patents 1.16%   42,844   -        (2,821)   9,687   49,710
                         
Total       233,300   2,656   (25,297)   21,480   232,139

 

(a)  Amounts reclassified from property, plant and equipment.

 

            Consolidated
  Average
amortization
rate
Balance at
December 31,
2023
Acquisition Write-off Translation
gains (losses)
Reclassification (a) Transfers Amortization Transfer from
discontinued
operation to
continuing 
operation
Balance at
December 31,
2024
Goodwill         - 1,122,704 -      (23,821) 302,684  -      -      -      2,617 1,404,184
Sales channels 5.50% 165,528 -      -      -      -      -      (16,257) -      149,271
Software and licenses 29.93% 280,527 1,408 (564) 16,863  4,237 152,553 (189,018) 11,793 277,799
Trademarks and patents 1.89% 12,320,867 -      (158) 352,020  -      -      (122,472) 9,687 12,559,944
Customer relationship 7.24% 1,989,691 -      -      346,235  -      -      (354,708) -      1,981,218
Supplier relationship 6.67% 2,629,942 -      -      382,101  -      -      (296,968) -      2,715,075
Non-compete agreements 41.22% 7,243 737 -      (192) -      -      (5,236) -      2,552
Other intangible assets -      35,472 157,734 (1,483) (509) (971) (152,553) -      -      37,690
                     
Total   18,551,974 159,879 (26,026) 1,399,202 3,266 -      (984,659) 24,097 19,127,733

 

(a)  Amounts reclassified from property, plant and equipment.

 

The goodwill generated from acquisitions of equity interests abroad is expressed in the business unit’s functional currency and is translated at the closing rate, in accordance with NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements.

 

     
  53

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

19. TRADE ACCOUNTS PAYABLE

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Third parties 1,761,867 1,116,166   20,465,165  16,872,907 
Related parties (a) 39,402 13,456   2,637  618 
(-) Present value adjustment -      -        (194,190) (166,123)
           
  1,801,269 1,129,622   20,273,612  16,707,402 
           
Current liabilities 1,801,269 1,129,622   20,261,845  16,706,980 
Non-current liabilities -      -        11,767  422 

 

(a) Trade accounts payable with related parties are detailed in Note 36 - Related-party transactions.

 

The Company has partnerships with several financial institutions that enable suppliers to advance their receivables and, therefore, transfer the right to receive invoiced amounts to financial institutions (“Supplier chain financing” or “Program”). Suppliers are free to choose whether or not to advance receivables and the institution with which to carry out the operation.

 

The Program can generate benefits in the commercial relationships of the Company and its suppliers, such as preferential supply in cases of restricted supply, better price conditions, among others, with no change to the commercial essence of the relationship.

 

The invoices included in this Program are payable under the same price and term conditions negotiated with its suppliers, with no additional charges to the Company, and therefore there are no changes to the commercial conditions after negotiation and invoicing of the goods or services.

 

The balance of invoices included in the Supplier chain financing is R$ 789,382 and R$ 5,732,095, respectively, in Parent and Consolidated in 2024 (R$ 330,501 and R$ 5,272,217, respectively, in 2023).

 

The average payment term agreed with suppliers that choose to participate in the Program is substantially similar to the average payment term agreed with non-participating suppliers.

 

The Company measures and specifies the adjustment to present value of all its commercial transactions made in installments, specifying financial and operational items.

 

     
  54

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20. ACCRUED PAYROLL AND RELATED CHARGES

 

The balances of payroll and related taxes and social benefits were evaluated, as shown below:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024   12/31/2023
Salaries and payroll charges 124,323 82,776   1,339,386   1,115,030
Bonuses 93,137 12,346   906,887   460,832
Employee benefits -      -        562,403   540,821
Other -      -        10,344   7,373
             
  217,460 95,122   2,819,020   2,124,056
             
Current liabilities 217,460 95,122   2,351,893   1,669,658
Non-current liabilities -      -        467,127   454,398

 

20.1. Bonuses

The payment of bonuses is conditioned to the fulfillment of the Company’s performance metrics and to individual employee performance. In addition, in order for the bonus to be paid, the company’s financial performance must reach the EBITDA defined by Management.

 

20.2. Employee benefits

20.2.1. Supplementary retirement plan

Subsidiary BRF sponsors the following supplementary pension plans for its employees and officers: i) Plan II – Variable contribution with defined benefit option – Closed for enrollment; ii) Plan III – Defined contribution – Open for enrollment; and iii) FAF Plan – Defined benefit - Closed for enrollment.

 

These plans are managed by BRF Previdência, a closed supplementary pension entity, non-economic and not-for-profit, which through its decision-making board is responsible for establishing the objectives and pension policies, as well as establishing fundamental guidelines and norms of organization, operation and administration. The decision-making board is formed by representatives of the sponsor and participants, in the proportion of 2/3 and 1/3, respectively.

 

20.2.1.1. Defined benefit plans

The Plan II is a variable contribution plan structured in the defined contribution modality during the mathematical provisions accumulation period with the option of transforming the applicable account balance into a monthly lifetime income (defined benefit) on the date the benefit is granted. The main actuarial risks are: (i) survival longer than expected in the mortality tables and (ii) real return on assets below the real discount rate.

 

The FAF Plan (Fundação Attílio Francisco Xavier Fontana) aims to supplement the benefit paid by the National Social Security Institute (“INSS”). The benefit is calculated based on the participant’s income and the amounts vary according to the type of retirement and other criteria defined in the plan.

 

The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected, (iii) salary growth above expectations, (iv) real return on assets below the real discount rate, (v) changes in the pension rules, and (vi) real family composition of retirees different from the established assumption.

 

Actuarial valuations of plans managed by BRF Previdência are carried out annually by independent specialists and reviewed by Management, in accordance with current rules.

 

     
  55

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

In the event of a deficit in the plans, in amounts higher than those defined by legislation, it must be resolved by the sponsor, participants and beneficiaries, in the proportion of their contributions.

 

The economic benefit presented as an asset considers only the part of the surplus that is actually recoverable. The recovery of the surplus, classified as a special reserve of the plans according to the applicable laws, occurs through reductions in future contributions or reversal of amounts in installments to participants, beneficiaries and the sponsor, based on their proportional contribution.

 

20.2.1.2. Defined contribution plans

The Plan III is a defined contribution plan in which contributions are known and the value of the benefit will depend directly on the amount of contributions made by participants and sponsors, the contribution time and the proceeds obtained from the investment of the contributions.

 

Contributions made by the Company totaled R$ 28,903 in 2024 (R$ 26,911 in 2023). In 2024, the Plan had 34,354 participants (35,644 participants in 2023).

 

If the participants of Plans II and III terminate their employment relationship with the sponsor, the unused balance of the sponsor’s contributions in the payment of benefits will form a surplus fund that can be used to offset the sponsor’s future contributions.

 

     
  56

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.1.3. Changes in defined benefit and variable contribution

The actuarial assets and liabilities as well as the changes in related obligations and rights are presented below:

 

                Consolidated
    FAF   Plan II
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Breakdown of actuarial assets and liabilities                
Present value of actuarial obligations   3,181,366    3,348,786    20,547    21,789 
Fair value of assets   (3,734,685)   (3,647,431)   (21,712)   (22,845)
Deficit   (553,319)   (298,645)   (1,165)   (1,056)
Irrecoverable surplus (asset ceiling effect)   553,319    298,645    1,165    1,056 
(Asset)/Net actuarial liability   -        -        -        -     
Changes in the irrecoverable surplus                
Irrecoverable surplus at the beginning of the year   298,645    482,263    1,056    1,923 
Interest on irrecoverable surplus   28,491    47,021    99    187 
Change in irrecoverable surplus during the year   226,183    (230,639)   10    (1,054)
Irrecoverable surplus at the end of the year   553,319    298,645    1,165    1,056 
Changes in present value of obligations                
Present value of obligations at the beginning of the year   3,348,786    3,121,348    21,789    20,822 
Interest on actuarial obligations   308,002    293,231    1,963    1,935 
Current service cost   19,226    18,153    -   -
Benefits paid by the plan   (229,382)   (233,865)   (1,937)   (1,947)
Actuarial (gains) losses - experience   35,984    81,782    377    460 
Actuarial (gains) losses - economic assumptions   (301,250)   68,137    (1,645)   519 
Amount of obligations at the end of the year   3,181,366    3,348,786    20,547   21,789 
Changes in the fair value of assets                
Fair value of plan assets at the beginning of the year   (3,647,431)   (3,603,611)   (22,845)   (22,745)
Interest income on plan assets   (336,492)   (340,252)   (2,062)   (2,122)
Benefits paid by the plan   229,382    233,865    1,937    1,947 
Yield on assets (higher) lower than projection   19,856    62,567    1,258    75 
Value of assets at the end of year   (3,734,685)   (3,647,431)   (21,712)   (22,845)
Changes in comprehensive income                
Balance at the beginning of the year   18,153    23,190        -   3,385 
Reversal to accumulated results   (18,153)   (23,190)       -   (3,385)
Actuarial losses   265,266    (149,919)   1,268    (979)
Yield on assets higher (lower) than projection   (19,856)   (62,567)   (1,258)   (75)
Change in irrecoverable surplus   (226,183)   230,639    (10)   1,054 
Comprehensive income at the end of the year   19,227    18,153    -        -     
Cost recognized in profit or loss                
Current service cost   (19,226)   (18,153)   -        -     
Interest on actuarial obligations   (308,002)   (293,231)   (1,963)   (1,935)
Expected return on plan assets   336,492    340,252   2,062    2,122 
Interest on irrecoverable surplus   (28,491)   (47,021)   (99)   (187)
Cost recognized in the statement of income   (19,227)   (18,153)   -        -     
Cost estimate for the following year                
Defined benefit cost   (16,927)   (19,226)   -        -     
Estimated amount for the following year   (16,927)   (19,226)   -        -     

 

     
  57

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.1.4. Actuarial assumptions and demographic data

The main assumptions and demographic data used in the preparation of actuarial calculations are presented below:

 

              Consolidated
  FAF   Plan II
  12/31/2024   12/31/2023   12/31/2024   12/31/2023
Actuarial assumptions              
Economic assumptions              
Discount rate 10.49%   9.54%   10.44%   9.43%
Inflation rate 3.50%   3.50%   3.50%   3.50%
Salary growth rate 4.60%   4.60%   N/A   N/A
               
Demographic assumptions              
Mortality table Basic AT-2000,   Basic AT-2000,   Basic AT-2000,   Basic AT-2000,
  by gender   by gender   by gender   by gender
Disability mortality table CSO-58   CSO-58   CSO-58   CSO-58
               
Demographic data              
Number of active participants 5,030   5,314   -        -     
Number of beneficiary participants 8,171   7,972   51   51
               

 

 

20.2.1.5. Composition of the plans’ investment portfolios

The composition of the plans’ investment portfolios is presented below:

 

                      Consolidated
  FAF   Plan II
    12/31/2024     12/31/2023     12/31/2024     12/31/2023
Composition of the fund portfolio                      
Fixed income 2,919,403 78.2%   2,607,913 71.5%   19,424 89.5%   20,629 90.3%
Variable income 361,891 9.7%   339,211 9.3%   1,874 8.6%   937 4.1%
Properties 308,858 8.3%   368,391 10.1%   -     0.0%   23 0.1%
Other 144,533 3.9%   331,916 9.1%   414 1.9%   1,256 5.5%
  3,734,685 100%   3,647,431 100%   21,712 100%   22,845 100%
% nominal return on assets 9.23%     9.44%     9.03%     9.33%  
                       

 

20.2.1.6. Forecast of payments and average duration of obligations

The following amounts represent the expected benefit payments for future years, as well as the average duration of the plan obligations:

 

      Consolidated
  FAF   Plan II
2025 252,912   2,038
2026 252,642   2,016
2027 253,066   1,991
2028 252,502   1,961
2029 253,677   1,927
2030 to 2034 1,289,942   8,934
Weighted average duration - in years 10.10   8.20

 

     
  58

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.1.7. Sensitivity analyses of the defined benefit plan - FAF

The quantitative sensitivity analysis in relation to the significant assumptions of the defined benefit plan - FAF at December 31, 2024 is shown below:

 

    Variation (+ 1%)   Variation (- 1%)
Significant assumptions Assumption used Rate PVO (a)   Rate PVO (a)
Benefit plan - FAF            
Discount rate 10.49% 11.49% 2,903,579   9.49% 3,510,948
Salary growth (b) 1.06% 2.06% 3,206,208   0.06% 3,160,684
             

 

(a)  Present value of obligation.
(b)  Actual rate.

 

20.2.2. Description and characteristics of the benefits and associated risks

The human resources policy of subsidiary BRF includes offering the following post-employment benefits and other employee benefits, with amounts calculated based on the actuarial cost method and recognized in the financial statements.

 

  Consolidated
  12/31/2024 12/31/2023
Healthcare plan 61,278 66,245
FGTS severance pay 75,771 70,535
Seniority bonus 111,071 125,991
Retirement bonus 56,087 52,403
Life insurance 8,887 9,174
Defined benefit 249,309 216,473
     
  562,403 540,821

 

20.2.2.1. Healthcare plan

Subsidiary BRF offers a healthcare plan benefit with a fixed contribution to retired employees, pursuant to Law 9.656/98.

 

Accordingly, retired employees who have contributed with the healthcare plan as a result of an employment relationship of, at least, 10 years, are entitled to remain as beneficiaries of the plan under the same coverage conditions the employee had while working for the Company. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in medical costs.

 

20.2.2.2. FGTS fine upon retirement

As decided by the Regional Labor Court on April 20, 2007, INSS retirement has no effect on the labor agreement established between the Company and its employees. However, if an employee is retired before the INSS and the labor agreement is terminated, subsidiary BRF may, in certain cases, enter into a mutual agreement granting a benefit equivalent to a 20% fine on the FGTS balance. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in salaries.

 

20.2.2.3. Seniority bonus

Subsidiary BRF’s policy is to reward its active employees who reach 10 years of service and, from that date on, offer an additional compensation every 5 years. The main actuarial risks are: (i) turnover lower than expected; (ii) higher than expected growth in salaries; and (iii) survival longer than expected in the mortality tables.

 

     
  59

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.2.4. Retirement bonus

Upon retirement, employees who have worked for subsidiary BRF for more than 8 years are entitled to a supplementary compensation, in addition to their legal benefits. The main actuarial risks are: (i) turnover lower than expected; (ii) higher than expected growth in salaries; and (iii) survival longer than expected in the mortality tables.

 

20.2.2.5. Life insurance

Subsidiary BRF offers additional life insurance for additional 2 or 3 years to retired employees who have terminated their employment contracts, as long as they have opted for life insurance during their employment period. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in salaries.

 

20.2.2.6. Defined benefit

Subsidiary BRF has recorded liabilities related to defined benefit for certain subsidiaries located in Turkey, Saudi Arabia, Qatar and United Arab Emirates, Oman and Kuwait, referring to payments in the event of termination if specific conditions are met, which vary according to the laws of each country. The main actuarial risks are: (i) turnover lower than expected and (ii) higher than expected growth in salaries.

 

     
  60

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.2.7. Changes in actuarial obligations of benefits

Changes in actuarial obligations related to other benefits, prepared based on an actuarial report and reviewed by management, are presented below:

 

                              Consolidated
    Healthcare plan   FGTS fine   Seniority bonus   Other (a)
    12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024 12/31/2023
Breakdown of actuarial liabilities                              
Present value of actuarial obligations   61,278    66,245    75,771    70,535    111,071    125,991    314,283  278,050 
Recognized net liability   61,278    66,245    75,771    70,535    111,071    125,991    314,283  278,050 
                               
Changes in present value of obligations                              
Present value at the beginning of the year   66,245    119,729    70,535    60,657    125,991    112,225    278,050  228,700 
Interest on actuarial obligation   6,268    11,434    5,668    5,052    10,893    10,104    36,487  16,947 
Current service cost   19    508    3,021    2,669    6,146    5,707    31,573  22,123 
Past service cost   -   -   -   -   (15,040)   -   - 3,326 
Benefits paid directly by the Company   (3,679)   (4,562)   (5,146)   (4,937)   (20,995)   (16,201)   (24,850) (44,141)
Actuarial (gains) losses - experience   1,350    (62,276)   5,952    5,938    11,472    12,745    81,695  103,847 
Actuarial losses - demographic assumptions   (811)   -        -        -        -        -        (122) (6,504)
Actuarial (gains) losses - economic assumptions   (8,114)   1,412    (4,258)   1,156    (7,397)   1,411    (124,617) (6,747)
Actuarial (gains) losses - translation gains (losses)   -        -        -        -        -        -        36,067  (39,501)
Amount of obligations at the end of the year   61,278    66,245    75,772    70,535    111,070    125,991    314,283  278,050 
                               
Changes in the fair value of assets                              
Benefits paid directly by the Company   3,679    4,562    5,146    4,937    20,995    16,201    24,850  44,141 
Sponsor’s contributions   (3,679)   (4,562)   (5,146)   (4,937)   (20,995)   (16,201)   (24,850) (44,141)
Fair value of assets at the end of the year   -        -        -        -        -        -        -      -     
                               
Changes in comprehensive income                              
Initial balance   110,432    49,568    (12,165)   (5,071)   -        -        (134,273) (84,008)
Actuarial gains (losses)   7,575    60,864    (1,694)   (7,094)   -        -        43,044  (90,596)
Translation gains (losses)   -        -        -        -        -        -        36,067  40,331 
Comprehensive income at the end of the year   118,007    110,432    (13,859)   (12,165)   -        -        (55,162) (134,273)
                               
Costs recognized in the statement of income                              
Interest on actuarial obligations   (6,268)   (11,434)   (5,668)   (5,052)   (10,893)   (10,104)   (36,487) (16,947)
Current service cost   (19)   (508)   (3,021)   (2,669)   (6,146)   (5,707)   (31,573) (22,123)
Past service cost   -        -        -        -        15,040    -        -      (3,326)
Immediate recognition of losses   -        -        -        -        (4,075)   (14,156)   -      -     
Cost recognized in the statement of income   (6,287)   (11,942)   (8,689)   (7,721)   (6,074)   (29,967)   (68,060) (42,396)
                               
Cost estimate for the following year                              
Current service cost   -        (19)   (3,103)   (3,021)   (5,423)   (6,146)   (2,257) (30,317)
Interest on actuarial obligations   (6,265)   (6,268)   -        (5,669)   -        (10,893)   -      (35,728)
Estimated amount for the following year   (6,265)   (6,287)   (3,103)   (8,690)   (5,423)   (17,039)   (2,257) (66,045)

 

(a)  Considers the sum of the benefits Retirement bonus, Life insurance and Defined benefit granted in certain subsidiaries of subsidiary BRF.

 

     
  61

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.2.8. Actuarial assumptions and demographic data

The main assumptions and demographic data used in the preparation of actuarial calculations are summarized below:

                 
                Consolidated
  Healthcare plan   FGTS fine   Other (a)
  12/31/2024 12/31/2023   12/31/2024 12/31/2023   12/31/2024 12/31/2023
Actuarial assumptions                
   Economic assumptions                
      Discount rate 9.61% 9.61%   10.61% 9.42%   10.61% 13.77%
      Inflation rate 3.50% 3.50%   3.50% 3.50%   3.50% 11.75%
      Medical inflation 6.60% 6.60%   N/A N/A   N/A N/A
      Salary growth rate N/A N/A   3.50% 3.50%   3.50% 8.34%
      FGTS balance growth N/A N/A   3.50% 3.41%   N/A N/A
                 
   Demographic assumptions                
      Mortality table  Basic AT-2000, by gender   Basic AT-2000, by gender     Basic AT-2000, by gender   Basic AT-2000, by gender                       -                       -   
      Disability table  N/A   N/A     “Álvaro Vindas” smoothed by 30%   “Álvaro Vindas” smoothed by 30%                       -                       -   
      Turnover table - BRF history 2024 2023   2024 2023                      -                       -   
                 
Demographic data                                -                       -   
   Number of active participants                    -                  1,015                93,575             92,120                      -                       -   
   Number of beneficiary participants               1,189               1,415                       -                       -                         -                       -   

 

(a) Includes benefits of retirement bonus and life insurance.

 

20.2.2.9. Forecast of payments and average duration of obligations

The following amounts represent expected benefit payments for future years (10 years) from the obligation of benefits granted, as well as their average duration:

                   
Payments Healthcare plan   FGTS fine   Seniority bonus   Other (a)   Total
2025                  2,055                  25,006                    17,979                  50,236                  95,276
2026                  2,472                    5,788                    15,904                  25,247                  49,411
2027                  2,922                    6,343                    15,231                  27,544                  52,040
2028                  3,294                    6,233                    18,204                  28,432                  56,163
2029                  3,779                    7,791                    17,757                  29,827                  59,154
2030 to 2034                26,569                  46,271                    80,764                 275,565                 429,169
Weighted average duration - in years                  15.20                      5.10                        4.80                      7.64    
                   

(a) Considers the sum of the benefits Retirement bonus, Life insurance and Defined benefit granted in certain subsidiaries of subsidiary BRF.

     
  62

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

20.2.2.10. Sensitivity analysis of post-employment benefits

Subsidiary BRF performed quantitative sensitivity analyses in relation to the significant assumptions for the following benefits at December 31, 2024, as shown below:

 

             
    (+) Variation   (-)  Variation
Significant assumptions Assumption used Rate (%) PVO (a)   Rate (%) PVO (a)
Healthcare plan            
   Discount rate 9.61% 11.43%                      52,860   9.43%                      71,376
   Medical inflation 6.60% 7.60%                      71,411   5.60%                      52,721
             
Seniority bonus            
   Discount rate 10.66% 11.66%                    106,477   9.66%                    116,108
   Turnover Background +3%                      95,576   -3%                    131,456
             
FGTS fine            
   Discount rate 10.61% 11.61%                      72,486   9.61%                      79,451
   Salary increase 3.50% 4.50%                      76,423   2.50%                      75,170
   Turnover Background +3%                      65,196   -3%                      90,708
             

(a) Present value of obligation.

 

21. TAXES PAYABLE

 

           
  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
State VAT (ICMS) payable                 -                    -                 521,162         247,623
Income and social contribution taxes payable           57,870         183,224              716,547         639,486
Special tax debt installment plans            1,707            2,710                    96,840         109,346
Other taxes, fees and contributions payable           18,108            9,305                  160,414         113,768
           
            77,685         195,239                1,494,963      1,110,223
           
Current liabilities           18,818         135,839                1,236,661         763,562
Non-current liabilities           58,867           59,400                  258,302         346,661

 

Changes in special installment payment plans are as follows:

           
  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Opening balance 2,710 10,822   109,346 121,373
(+) Enrollment in the installment payment program - 1,593   - 17,643
(+) Inflation adjustment interest 186 1,521   7,033 11,901
(-) Payments / offsets made (1,189) (11,226)   (19,539) (41,571)
Debt balance

1,707

2,710   96,840 109,346

 

     
  63

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

22. LOANS, FINANCING AND DEBENTURES

 

                     
        Parent
Credit facility   Charges (% p.a.)   Weighted average interest rate (p.a.)   Weighted average maturity (years)   12/31/2024   12/31/2023
Domestic currency:                    
NCE/Working capital    Fixed Rate    13.43%                  0.45                153,062                     -   
CPR/CCB    CDI    13.14%                  1.80             4,599,447          3,805,840
Agribusiness Receivables Certificates (CRA)    CDI / IPCA + Fixed Rate  11.54%                  5.99            10,420,713          4,971,440
                     
Total domestic currency       12.04%                15,173,222          8,777,280
                     
Foreign currency:                    
NCE/Prepayment (US$)/ACC (US$)     Fixed Rate + SOFR    7.19%                  3.62             5,377,675          3,408,454
Bank loan (US$)    Fixed Rate + FX    3.45%                  2.05                126,953            208,936
CRA    Fixed Rate+FX    6.20%                  4.04                576,008                     -   
                     
Total foreign currency       7.02%                 6,080,636          3,617,390
                     
Total loans, financing and debentures       10.61%                21,253,858        12,394,670
                     
Current liabilities                         4,479,301          3,181,118
Non-current liabilities                        16,774,557          9,213,552

 

                     
                    Consolidated
Credit facility   Charges (% p.a.)   Weighted average interest rate (p.a.)   Weighted average maturity (years)   12/31/2024   12/31/2023
Domestic currency:                    
NCE/Working Capital    CDI + Fixed Rate    13.73%                  2.43               1,266,464          2,361,124
CPR/CCB    CDI    13.14%                  1.80               4,599,447          3,805,840
CRA    CDI + IPCA + Fixed Rate + Pre-Fixed    11.71%                  6.24             12,186,259          4,971,440
Tax incentives    Pre-Fixed    -   -     -                  6,604
Debentures    IPCA    10.71%                  5.27               5,337,210          6,486,619
                     
Total domestic currency       11.87%                 23,389,380        17,631,627
                     
Foreign currency:                    
Prepayment/NCE/ACC (US$)    Fixed Rate + SOFR/ Pre-Fixed + FX    6.51%                  3.64               6,975,777          6,003,525
Bonds (US$)    Fixed rate + FX / Pre-Fixed    5.07%                  8.91             20,525,424        18,891,545
Bank loan (US$)    Fixed Rate + SOFR + FX    6.99%                  1.51               5,340,520          5,667,881
Revolving credit facility    Fixed Rate + SOFR    6.75%                  3.73               3,057,761          2,452,259
Working capital     Pre-Fixed/ Fixed Rate / Eibor    12.03%                  1.03               1,258,761            938,755
CRA    Fixed Rate+FX    6.20%                  4.04                  576,008                     -   
                     
Total foreign currency       5.99%                 37,734,251        33,953,965
                     
Total loans, financing and debentures       8.24%                 61,123,631        51,585,592
                     
Current liabilities                           8,352,851          7,509,414
Non-current liabilities                         52,770,780        44,076,178

 

 

The changes in loans, financing and debentures are as follows:

 

                                         
Description   12/31/2023   Additions (a)   Loan costs   Liabilities held for sale   Payments (a)   Interest (b)   Capitalized interest   Translation gains   Balance sheet conversion adjustment   12/31/2024
Parent       12,394,670        6,400,446             45,349        5,280,407       (5,799,527)      1,694,261                    -           1,238,252                    -             21,253,858
Consolidated       51,585,592       75,998,148           194,269        5,280,407      (85,080,007)      4,165,808             34,002        2,566,791        6,378,621          61,123,631

(a) Includes working capital transactions.
(b) Includes interest, inflation adjustment of principal, coupon and mark-to-market for hedged debts in a fair value hedge.

 

     
  64

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The maturity schedule is as follows:

 

           
  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
2024                 -         3,181,118                   -         7,509,414
2025      4,479,301      1,848,275        8,352,851      7,114,288
2026      2,184,179      1,181,057      10,004,959    11,385,522
2027      2,858,936      2,021,969        5,364,504      4,159,849
2028      3,393,699      2,072,060        7,381,965      2,640,775
2029 onwards      8,337,743      2,090,191      30,019,352    18,775,744
     21,253,858    12,394,670      61,123,631    51,585,592

 

22.1. CRA

On February 29, 2024, the Company approved the 15th issue of simple, non-convertible, unsecured debentures, in up to three series, for private placement.

 

Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 318th issue, in three series, with nominal unit value on the issue date of R$ 1, totaling R$ 1,500,000, backed by agribusiness credit rights, represented by simple, non-convertible, unsecured debentures, without additional personal guarantee (private placement). The issue was completed on March 26, 2024, and the total amount raised was R$ 1,500,000.

 

On June 27, 2024, subsidiary BRF concluded the 5th issue of simple, non-convertible, unsecured debentures, in three series, for private placement, in the total amount of R$ 2,000,000. Within the scope of the distribution of agribusiness receivables certificates of the Issuer’s 332nd issue, in three series, backed by agribusiness credit rights, for public distribution for the general public.

 

On July 5, 2024, the Company approved the 16th issue of simple, non-convertible, unsecured debentures, in a single series, for private placement. Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 343rd issue, with nominal unit value on the issue date of R$ 1, totaling R$ 500,000, backed by agribusiness credit rights (CRA), represented by simple, non-convertible, unsecured debentures, without additional personal guarantee (private placement). The issue was completed on July 15, 2024, and the total amount raised was R$ 500,000.

 

On August 16, 2024, the Company approved the 17th issue of simple, non-convertible, unsecured debentures, in a single series, for public distribution, in the form of automatic registration of distribution. Within the scope of the distribution offer, with a nominal unit value on the issue date of R$ 1, totaling R$ 500,000, inflation adjusted by the variation of the US Dollar. The issue was completed on August 30, 2024, and the total amount raised was R$ 500,000.

 

On October 4, 2024, the Company approved the optional early redemption of the distribution of the 10th issue of simple, non-convertible, unsecured debentures, in a single series, for public distribution with restricted efforts corresponding to 500,000 debentures, entered into on January 31, 2022, between the Company and Vórtex Distribuidora de Títulos e Valores, Mobiliários Ltda.

 

On October 10, 2024, the Company approved the 18th issue of simple, non-convertible, unsecured debentures, in up to four series, for private placement, in the form of automatic registration of distribution. Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 369th issue, with nominal unit value on the issue date of R$ 1, totaling R$ 2,500,000, backed by agribusiness credit rights (CRA), without additional personal guarantee (private placement). The issue was completed on November 7, 2024, and the total amount raised was R$ 2,000,000.

 

     
  65

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

22.2. Bonds

On June 5, 2024, the Company repurchased and canceled the total portion equivalent to US$ 100.3 million related to the principal of outstanding senior notes (bonds) due in 2026, 2029 and 2031 as follows:

 

a) Portion equivalent to principal of US$ 31.1 million of the outstanding senior notes issued by NBM US Holdings Inc with remuneration of 7.000% p.a. and due in 2026 (“2026 notes”);
b) Portion equivalent to principal of US$ 8.5 million of the outstanding senior notes issued by NBM US Holdings Inc. with remuneration of 6.625% p.a. and due in 2029 (“2029 notes”); and
c) Portion equivalent to principal of US$ 60.7 million of the outstanding senior notes issued by MARB BondCo PLC. with remuneration of 3.950% p.a. and due in 2031 (“2031 notes”).

 

On December 2, 2024, the Company made a partial early settlement of the senior notes (bonds) due in 2026, with remuneration of 7.000% p.a., issued on May 14, 2019 by NBM US Holdings, Inc. The amount equivalent to US$ 500,000 was paid.

 

In 2024, subsidiary BRF repurchased bonds, considering the following issues: 4.35% senior notes due in 2026 and 4.875% senior notes due in 2030. The subsidiary BRF paid R$ 105,735 in principal, R$ 574 related to interest and other amounts, and R$ 1,212 related to the premium on the repurchase.

 

22.3. Debentures

In the 3rd quarter of 2024, subsidiary BRF settled in advance the following issues of debentures: DI Debentures of the 4th issue of simple, non-convertible, unsecured debentures, for private placement (“DI Debentures”) and Debentures of the 4th series of the 1st issue of simple, non-convertible, unsecured debentures, for public distribution with restricted efforts (“4th Series Debentures”). R$ 978,268 was paid for the settlement of the principal and R$ 40,685 related to interest and costs.

 

22.4. Guarantees
           
  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Balance of financing    21,253,858    12,394,670      61,123,631    51,585,592
Guarantees:          
Promissory note         315,228         124,462           315,228         124,462
Bank surety                 -                    -                      -              62,235
Surety      3,534,825      2,019,670        4,028,761      2,298,922
Facilities                 -                    -           3,423,107      3,250,378
Letter of credit         257,402         246,767           257,402         246,767
Tax incentives                 -                    -                      -               6,604
Corporate guarantee                 -                    -                      -            484,888
No guarantees    17,146,403    10,003,771      53,099,133    45,111,336

 

     
  66

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

22.5. Covenants

The Company is a party to some loan and financing contracts that contain clauses requiring the maintenance of specific limits of consolidated debt, through covenants.

 

These covenants set the limit of 4.75x for the ratio of net debt to EBITDA in the last 12 months (LTM). Failure to comply therewith could lead creditors to request the early maturity of the Company’s debt.

 

Due to the contractual provisions (carve-out) that allow the exclusion of foreign exchange variation effects from the calculation of leverage ratio (net debt/Adjusted EBITDA - LTM), the Company clarifies that based on this methodology, the current leverage ratio (net debt/Adj. EBITDA) stood at 2.21x.

 

The leverage ratio is calculated as follows:

 

                12/31/2024
Consolidated gross debt                   61,483,041
(-) Consolidated cash and cash equivalents                   22,640,985
(-) Effect from exchange variation (carve-out)                    8,359,681
Consolidated adjusted net debt                   30,482,375
Adjusted EBITDA in the year ended December 31, 2024                   13,766,605
Leverage ratio                            2.21

 

The Company did not identify any breach of its covenants at December 31, 2024.

 

23. ADVANCES FROM CUSTOMERS

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
           
   Third parties      4,789,376      3,496,657        6,089,060      4,614,640
   Related parties (a)                   4           26,536   -         -        
           
           
       4,789,380      3,523,193        6,089,060      4,614,640

 

(a) Advances from customers with related parties are detailed in Note 36 – Related parties.

 

Advances from customers refer to amounts received in advance from customers in accordance with the Company’s credit policies, the average period for repayment of these advances is 6 months.

 

     
  67

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

24. LEASE PAYABLE

 

The Company measures its lease liabilities at the present value of installments and costs associated with the lease agreement, as provided for in NBC TG 06/R3 (CVM Resolution 95/22).

 

The following table presents the breakdown of lease payable:

 

        Parent
Lease       Weighted
average
interest rate
(p.a.)
  Weighted
average
maturity
(years)
  12/31/2024   12/31/2023
Plants, facilities and buildings       7.00%                3.70             14,740             19,893
Aircraft       13.88%              10.00           438,210                   -    
Other       5.10%                0.30                 293              1,241
Interest to incur       -         -               (79,388)             (3,144)
                     
Total                       373,855             17,990
                     
Current liabilities                         29,004              4,167
Non-current liabilities                       344,851             13,823

 

                    Consolidated
Lease       Weighted
average
interest rate
(p.a.)
  Weighted
average
maturity
(years)
  12/31/2024   12/31/2023
Plants, facilities and buildings       9.23%                2.40          3,680,119          3,337,318
Machinery and equipment       7.56%                3.60            631,881            629,419
Aircraft       13.88%              10.00            438,210                     -   
Other       11.39%                2.20            225,378            280,232
Interest to incur       -        -                 (79,388)               (8,408)
                     
Total                      4,896,200          4,238,561
                     
Current liabilities                      1,204,466          1,080,298
Non-current liabilities                      3,691,734          3,158,263

 

Financial charges are recognized as financial expenses based on the real discount rate, according to the remaining period of the agreement.

 

The following table presents the changes in lease payable:

 

Description   12/31/2023   Additions   Financial expenses   Payments   Write-offs   Translation
gains (losses)
  Transfer from continuing
operation to discontinued
operation
  Balance sheet
conversion
adjustment
  Adjustment to
present value
  12/31/2024
Parent   17,990   360,608   1,227   (5,394)   -      -      (676)   -     100   373,855
Consolidated   4,238,561   1,736,088   409,988   (1,314,391)   (385,659)   (70)   (676)   212,259   100   4,896,200

 

     
  68

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The maturity schedule is as follows:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
2024                  -                  4,167                    -           1,080,298
2025           29,004             4,314        1,204,520         803,449
2026           35,498             3,592           887,189         607,369
2027           36,975             3,550           721,530         528,588
2028           37,224             2,367           498,349         310,159
2029 onwards         235,154                   -           1,584,612         908,698
           
          373,855           17,990        4,896,200      4,238,561

 

24.1. Potential right to PIS and COFINS

The Company holds the potential right to recoverable PIS and COFINS taxes embedded in the consideration of certain leases for industrial plants, buildings, machinery and equipment and others. The measurement of the cash flows from the leases did not detail the tax credits, with the potential effects from PIS/COFINS presented below:

 

    Parent   Consolidated
Description   Nominal   Adjustment to present value   Nominal   Adjustment to present value
Lease consideration                 14,740                 13,017               181,518               165,514
Potential PIS / COFINS (9.25%)                   1,363                   1,204                 16,790                 15,310

 

24.2. Inflationary effects

The Company adopted as accounting policy the requirements of NBC TG 06/R3 (CVM Resolution 95/22) in the measurement and remeasurement of its right of use, based on discounted cash flow without considering inflation.

 

Management evaluated the impacts of using nominal flows and concluded that they do not present relevant distortions in the information presented, to ensure the faithful representation of the information with regard to the requirements of NBC TG 06/R3 (CVM Resolution 95/22) and to comply with the orientations of the CVM. The balances of right-of-use assets, depreciation, lease liabilities and financial expenses without inflation, referred to as real flow, and the estimate of the balances adjusted for inflation in the comparison period, referred to as inflation-adjusted flow, are presented.

 

Other assumptions, such as the timetable for the maturity of liabilities and the interest rates used in the calculation, are presented in other items of these notes, while the inflation rates are observable in the market, enabling the users of the individual and consolidated financial statements to determine the inflation-adjusted flows. The Company used the Broad Consumer Price Index - IPCA (4.83% p.a.) to adjust the balance for inflation.

 

        Right-of-use assets           Lease liabilities
    Parent   Consolidated       Parent   Consolidated
Real flow   12/31/2024   12/31/2024   Real flow   12/31/2024   12/31/2024
Right-of-use assets             375,460          5,175,372   Lease liabilities             375,082          5,306,188
Depreciation              (15,933)         (1,126,010)   Financial expenses                (1,227)            (409,988)
                     
    Parent   Consolidated       Parent   Consolidated
Inflation-adjusted flow   12/31/2024   12/31/2024   Inflation-adjusted flow   12/31/2024   12/31/2024
Right-of-use assets             393,595          5,332,704   Lease liabilities             393,198          5,467,307
Depreciation              (16,703)         (1,158,972)   Financial expenses                (1,286)            (421,901)

 

     
  69

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

25. NOTES PAYABLE

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Notes payable for investments in Brazil(a)                 -                     -                257,262         251,390
Related parties(b)    24,546,618    21,274,144                   -                     -    
Other            2,546            8,546              2,547            8,546
           
     24,549,164    21,282,690           259,809         259,936
           
Current liabilities           62,360            7,046           220,653         196,697
Non-current liabilities    24,486,804    21,275,644             39,156           63,239

 

(a) The amount substantially refers to the acquisition of all shares in Mogiana Alimentos S.A. (acquired by subsidiary BRF in February 2022, with maturity in 6 years).

(b) The amount refers to loans with subsidiaries. A breakdown of the balance can be found in Note 36 – Related-party transactions.

 

26. PROVISION FOR CONTINGENCIES

 

26.1. Provision

The Company is involved in several labor, tax and civil proceedings, in the ordinary course of business, for which provisions based on legal advisors’ estimates have been set up.

 

The main information about these proceedings is presented below:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Labor and social security           54,027           53,266           689,014         588,192
Tax           46,942           44,522        5,458,631      4,410,894
Civil         121,090         110,337        1,244,066      1,182,733
           
          222,059         208,125        7,391,711      6,181,819
           
Current liabilities                 -                     -               784,296         720,187
Non-current liabilities         222,059         208,125        6,607,415      5,461,632

 

The following table shows the changes in provisions:

 

        Parent       Consolidated
    Labor and social
security
Tax Civil Total   Labor and social
security
Tax Civil Total
Balance at December 31, 2023   53,266 44,522 110,337 208,125   588,192 4,410,894 1,182,733 6,181,819
Estimate accrued, net   51,849 23,690 10,833 86,372   366,752 1,168,415 84,802 1,619,969
Payments   (51,088) (21,270) (80) (72,438)   (289,925) (120,678) (25,505) (436,108)
Translation gains (losses)   -    -    -    -      18,253 -    1,589 19,842
Reclassification - held for sale   -    -    -    -      5,742 -    447 6,189
Balance at December 31, 2024   54,027 46,942 121,090 222,059   689,014 5,458,631 1,244,066 7,391,711

 

26.1.1. Labor and social security

The Company is a defendant in labor claims filed by the Public Prosecutor. In the opinion of Management and legal advisors, the provision is sufficient to cover probable losses. Most of the labor claims filed against the Company refer to matters usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazard, among others.

 

The Company’s Management believes no individual labor claim is relevant.

 

     
  70

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

26.1.2. Tax

Based on the opinion of its legal advisors, the Company revised its estimate for unmaterialized tax risks in view of certain proceedings and legal discussions involving the Administrative Council of Tax Appeals (CARF), in addition to decisions on matters under dispute.

 

The main discussions refer to disallowances of ICMS arising from the use of ICMS credits on materials for use and consumption, presumed ICMS credit, ICMS tax substitution, ICMS rate differential on seasoned products, disallowance of PIS and COFINS credits on inputs, disallowance of estimated IRPJ/CSLL offset, lack of addition of profits abroad in the calculation of tax and contribution on income, GILRAT and ICMS, and exclusion of ICMS from the PIS and COFINS calculation basis.

 

Subsidiary BRF is disputing in court the full offset of tax benefits and social contribution tax loss carryforwards of the calendar year 2012, and for this purpose it recognized a provision in the amount of R$ 977,277, which includes fines, interest and legal charges.

 

The Company, supported by its legal advisors, considered sufficient the amounts recorded in provision for potential impacts in the event that such risks materialize.

 

26.1.3. Civil

Based on the opinion of legal advisors, Management recognized a provision for lawsuits considered as probable risk of loss. The civil lawsuits of the Company typically involve disputes related to commercial agreements, indemnity claims, breach of contract claims, regulatory, environmental and real estate issues, consumer relations, business combinations, among other matters. Additionally, the Company records an accrued amount substantially composed of the early termination of the agreement for sponsorship of the Brazilian National Football Teams entered into with the Brazilian Football Confederation (CBF), and reflects the adjustment of the existing risk for inflation.

 

26.2. Contingent liabilities

Contingent liabilities, whose likelihood of loss for the Company was defined by its legal advisors as possible and, therefore, are not recognized in the financial statements according to NBC TG 25/R2 (CVM Resolution 72/22), are shown below:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Labor and social security 80,399 77,977   356,683 316,307
Tax 4,791,654 1,139,686   20,658,601 13,217,920
Civil 92,461 61,625   1,622,056 1,586,457
  4,964,514 1,279,288   22,637,340 15,120,684

 

26.2.1. Labor and social security

The labor and social security lawsuits in which the Company is party typically involve issues usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazards and others.

 

26.2.2. Tax

The main tax matters discussed at court that in the opinion of Management and legal advisors are rated as possible losses for the Company is presented below.

 

Federal taxes and contributions

The Company was a party to administrative proceedings and court claims filed by the Federal Government, claiming:

 

a) No increase in taxable income and IRPJ/CSLL base for profits earned abroad, disallowance of goodwill amortization and non-subjection to tax of interest from loan agreements in force with subsidiaries abroad;
b) Disallowance of PIS/COFINS credits for calendar year 2014 used for the offset of taxes;
c) Disallowance of PIS/COFINS credits of inspection for the 2015/2019 period used for the offset of taxes;

 

     
  71

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

d) Payment of IOF for calendar year 2016 related to checking account agreements executed among the companies of the group;
e) Disallowances of PIS and COFINS credits resulting from the non-cumulative system due to differences in the concept of disallowed inputs and their use in the production process, as well as the requirement to tax income relating to presumed ICMS credits, differences relating to tax classification, extemporaneous credits and others;
f) Subsidiary BRF was assessed by the Brazilian Federal Revenue Service for alleged failure to pay Income and Social Contribution Taxes on profits earned by its subsidiaries abroad. The defenses are supported by the fact that the subsidiaries abroad are exclusively subject to full taxation in the countries in which they are headquartered as a result of treaties to avoid double taxation;
g) Non-approval of offsets of presumed IPI credits arising from the acquisition of non-taxed products and intermediate materials;
h) Collection of social security contributions on payroll, profit sharing, GILRAT for financing special retirement, SAT/RAT, as well as other amounts of various natures; and
i) Customs fine on imports, alleged lack of proof of drawback and disallowance of REINTEGRA credit.

 

The Company has other federal tax debts, whose collection suits are individually immaterial.

 

State VAT - ICMS

There are administrative and judicial proceedings, requiring:

 

a) Tax deficiency notices discussing the collection of ICMS in the state of Goiás related to the disallowance of ICMS credits due to noncompliance with accessory obligations, error in the basis for calculation of the value due in ICMS taxes, failure to return credits granted after goods were returned, failure to return ICMS credits on the acquisition of inputs/goods proportionally to disbursements, failure to substantiate exports of goods abroad;
b) Disallowance by the States of destination of the goods, of the ICMS credit arising from tax incentives granted by the States of origin unilaterally, without approval of an agreement by the National Council of Fiscal Policy (“CONFAZ”), the so-called “tax war”; non-proof of export; infraction notices from the state of Rio de Janeiro for the period from 2014 to 2018, due to alleged non-compliance with the Term of Agreement that provided for a tax benefit; public-interest civil action in Rio de Janeiro regarding the use of tax benefit; and ICMS tax assessment notice in Goiás referring to the exclusion of the credit reversal from the PROTEGE calculation basis; among other lawsuits. The reductions in contingencies related to the tax war are due to the recognition of credits by the States, according to LC 160 and ICMS Agreement 190; and
c) Alleged differences in tax substitution regime; disallowance of presumed ICMS credit arising from tax benefits provided for in PRODEPE due to alleged non-compliance with accessory obligations; disallowance of presumed credit on transfers as the Tax Authorities understand that the PRODEIC benefit only applies to sales transactions; disallowance of ICMS credit on transfers of goods intended for commercialization on the grounds that the calculation basis used would have been higher than the production cost defined in complementary law 87/96 (art. 13, paragraph 4); and disallowance of ICMS credit on intermediate materials that the Tax Authorities classified as for use and consumption.

 

The Company is a party to administrative proceedings and lawsuits, whose collection suits are individually immaterial.

 

Municipal taxes

The Company is involved in a lawsuit which claims the collection of municipal taxes, such as alleged differences in Property tax (IPTU), fees and ISSQN (Services tax).

 

26.2.3. Civil

The civil lawsuits of the Company and its subsidiaries typically involve litigations related to business agreements and others refer mainly to disputes arising from allegations of contractual breach and non-compliance with legal obligations of various natures, such as disputes arising from contracts in general, disputes relating to intellectual property, regulatory, environmental and real estate issues, consumer relations, among other matters.

 

     
  72

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

26.3. Additional information

Repurchase of McKey Korea LLC

The lawsuit related to the repurchase order of McKey Korea LLC (Korean company owned by Keystone Foods) by the Company was in the final judgment phase. The parties, in common agreement and aiming to consensually resolve the dispute, decided to enter into a court settlement, through which Tyson Foods withdrew and ended the lawsuit. The Company, duly supported by its legal advisors, had already recorded a provision for this matter.

 

National Beef business

Five class actions and thirty-one individual plaintiff actions were filed in the United States, and two class actions in Canada, claiming that the Company and/or its subsidiary, National Beef, with other companies in the industry, allegedly colluded to control cattle and meat prices. In all the actions, the court issued decisions that excluded the Company as a defendant and maintained National Beef. National Beef was also notified of a civil investigation by the US Department of Justice and approximately thirty state attorneys regarding the purchase of fed cattle and sale of beef. National Beef responded to federal and state requests for information and cooperated with investigations. National Beef is also a defendant in a class action filed in the United States claiming that a group of protein companies allegedly conspired to reduce and fix the wages and benefits paid. National Beef has sound defenses against all claims, but has recorded a provision for the related amounts and has been negotiating a possible settlement related to the claim involving salaries and benefits, which has received a preliminary approval from the court.

 

27. EQUITY

 

Equity was broken down as follows:

 

  Note 12/31/2024 12/31/2023
Share capital 27.1. 10,367,391  10,367,391 
Capital reserves and treasury shares 27.2. (2,141,436) (515,881)
Legal reserve 27.3. 624,664  484,848 
Tax incentive reserve 27.4. 964,286  229,403 
Earnings reserve 27.5. 2,637,330  2,927,390 
Other comprehensive income 27.6. (9,628,091) (5,861,827)
    2,824,144  7,631,324 

 

27.1. Share capital

Subscribed and paid-in share capital was R$ 10,367,391, comprising 886,000,000 and 932,000,000 common shares in 2024 and 2023, respectively, with no par value.

 

In 2024, 597,163,480 shares, or 67.40% of the Company’s capital, was held by the controlling shareholders: Marcos Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos and companies in which they are partners (company controlled by Marcos and Marcia, each with a 50% equity interest), the free float was 283,429,817 shares or 31.99%, of which 3,769,575 shares or 0.43% of the Company’s capital were held in treasury, and 1,637,128 shares or 0.18% are held by its Board of Directors (BD), Audit Board (AB) and Executive Board (EB).

 

     
  73

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Below we demonstrate the calculation of the “free float”, in accordance with CVM Resolution 80/2022:

 

        Share capital
Common shares   Balance at
December 31, 2024
  Balance at
December 31, 2023
Controlling shareholders   597,163,480   597,163,480
         
Total controlling shareholders   597,163,480   597,163,480
         
Treasury shares   3,769,575   2,867,443
Shares held by BD, AB and EB   1,637,128   1,267,481
Free float   283,429,817   330,701,596
         
Total   288,836,520   334,836,520
         
Number of shares   886,000,000   932,000,000
         
Total share capital (R$ ’000)   10,367,391   10,367,391

 

27.2. Capital reserves and treasury shares

The balances of the capital reserves and treasury shares were broken down as follows:

 

Capital reserves and treasury shares Balance at
December 31, 2023
Translation gains (losses) (Acquisition)
/ disposal
Balance at
December 31, 2024
Capital reserve        
Gain on capital transactions - BRF 2,013,747  27,909  2,041,656 
Gain on capital transactions - PlantPlus Brasil 49  49 
Treasury shares - BRF (639,521) (639,521)
Share-based payment - BRF (19,403) (19,403)
Goodwill on capital transactions - National Beef (1,552,763) (433,432) (1,986,195)
Goodwill on capital transactions - Tacuarembó (158) (158)
Goodwill on stock option (18,710) (187) (18,897)
Common shares 184,800  184,800 
         
  626,916  (433,432) (631,153) (437,669)
Treasury shares        
Treasury shares (1,142,797) (560,970) (1,703,767)
         
  (1,142,797) (560,970) (1,703,767)
         
  (515,881) (433,432) (1,192,123) (2,141,436)

 

Capital reserve

The capital reserves reflect the contributions made by shareholders that are directly related to the formation or increase of the capital stock, the changes in the relative interest of the parent in subsidiaries that do not result in the obtainment or loss of control, as well as gains and/or goodwill on capital transactions.

 

Treasury shares

The Company held 3,769,575 common shares in treasury, which were booked at the amount of R$ 64,620, which corresponds to the average cost of R$ 17.14 per share.

 

Treasury shares amounted to R$ 1,703,767, of which R$ 1,639,147 refers to treasury shares canceled.

 

     
  74

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Changes in treasury shares in the year are shown below:

 

Held in treasury Number of shares Amount (R$ ’000)
Balance at December 31, 2023 2,867,443  23,277 
(+) Acquisition - share buyback program 48,204,550  575,998 
(-) Cancellation of treasury shares (46,000,000) (519,627)
(-) Disposal - Stock options (1,302,418) (15,028)
     
Balance at December 31, 2024 3,769,575  64,620 

 

Share buyback program

On November 21, 2023, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”) for up to 31,000,000 registered, book-entry common shares with no par value. The maximum period for effecting the purchase transactions is 18 months, starting on November 21, 2023, which ended on August 14, 2024.

 

On August 14, 2024, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”) for up to 25,000,000 registered, book-entry common shares with no par value. The maximum period for effecting the purchase transactions is 18 months, starting on August 15, 2024, which ended on October 8, 2024.

 

On November 13, 2024, the Board of Directors approved the new Share Buyback Plan (“Share Buyback Plan”), in accordance with the following terms and conditions (in compliance with Appendix G of CVM Resolution 80/22), authorizing the Company to acquire up to 27,827,806 common shares, corresponding to 3.14% of the total shares issued by the Company and 9.72% of the outstanding shares.

 

In 2024, the Company repurchased 48,204,550 shares for R$ 575,998 referring to the three aforementioned Share Buyback Programs.

 

Cancellation of treasury shares

On August 14, 2024, the Company’s Board of Directors approved the cancellation of 26,000,000 common shares, with no par value, issued by the Company and held in treasury on that date, without a reduction in the share capital. With the approval of the share cancellation, the Company’s share capital comprises 906,000,000 registered, book-entry common shares with no par value. Thus, Article 5 of the Company’s Bylaws, which deals with the Company’s share capital, should be adjusted at the General Shareholders Meeting to be timely convened.

 

On November 13, 2024, the Company informed its shareholders and the market that, at a meeting of the Board of Directors held on that date, the cancellation of 20,000,000 common shares, without par value, issued by the Company and held in treasury was approved, without reducing the share capital. As a result of the cancellation of treasury shares, the Company’s share capital is now comprised of 886,000,000 common shares, all registered, book-entry, and with no par value. Article 5 of the Company’s Bylaws will be amended accordingly to reflect this cancellation at a General Meeting to be convened in due course.

 

Share buyback program of subsidiary BRF

On December 7, 2023, subsidiary BRF’s Board of Directors approved the creation of a program for acquisition of shares of its own issue up to a limit of 14,000,000 common shares, within a maximum period of 18 months (“Program”), which was completed on April 4, 2024.

 

On May 7, 2024, subsidiary BRF’s Board of Directors approved the creation of a new program for acquisition of shares of its own issue up to a limit of 14,000,000 common shares, within a maximum period of 18 months (“Program II”).

 

On August 14, 2024, subsidiary BRF’s Board of Directors authorized the acquisition of up to 17,000,000 shares in addition to the shares already repurchased by the Company, maintaining the conditions of Program II unchanged.

 

On November 13, 2024, subsidiary BRF’s Board of Directors authorized the acquisition of up to 30,000,000 shares in addition to the shares already repurchased by subsidiary BRF, maintaining the conditions of the Program unchanged.

 

     
  75

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

In 2024, subsidiary BRF repurchased 59,835,200 shares for R$ 1,288,242 referring to Program I and Program II.

 

27.3. Legal reserve

It is 5% (five percent) of the Company’s net income, as defined in its bylaws and current corporate legislation. The balance of the legal reserve in 2024 and 2023 was R$ 624,664 and R$ 484,848, respectively.

 

27.4. Tax incentive reserve

The Company benefits from state governments subsidies related to ICMS (State VAT) as follows: Program for Industrial and Commercial Development of the state of Mato Grosso (“PRODEIC”) and Tax Incentive Program for Industries (LC 93/2001 - MS), such incentives are directly associated to the investment in manufacturing facilities, job generation, economic and social development, and to the harmonious and integrated growth of industrial operations.

 

Due to the sale of the Company’s assets to Minerva, the subsidies in the states of Rio Grande do Sul and Rondônia, the State Program for Development, Coordination and Quality of the Agribusiness System of Cattle, Sheep and Buffalo (Agregar-RS Carnes) and the Program for Regional Development of the State Council (CONDER-RO), are no longer a tax incentive for the Company. Incentives recorded in the tax incentive reserve remain in this account, as the Company obtained the benefits up to the date of transfer of the assets.

 

The tax incentive reserve may only be used to: (i) absorption of losses, provided that all other earnings reserves have already been fully absorbed, except for the legal reserve; or (ii) capital increases.

 

The balance of the tax incentive reserve in 2024 and 2023 was R$ 964,286 and R$ 229,403, respectively.

 

27.5. Earnings reserve

The balance of the earnings reserve in 2024 and 2023 was R$ 2,637,330 and R$ 2,927,390, respectively.

 

27.6. Other comprehensive income

This account recognizes, before being recorded in the statement of income for the fiscal year, translation gains (losses) resulting from the translation of financial statements of subsidiaries abroad, whose functional currency differs from that of the Company, the corresponding entries of increases or decreases in the amount attributed to asset and liability items arising from their adjustment to market price on investments in subsidiaries directly and indirectly held by the Company, gains or losses on net investment hedge, actuarial gains or losses on pension plans and post-employment benefits. This account also recognized the effects from the adoption of deemed cost and the foreign exchange differences on the translation of loan operations.

 

Such accumulated effect will be transferred to the statement of income for the fiscal year either as gain or loss only upon the disposal or write-off of the investment.

 

     
  76

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The balance of other comprehensive income was broken down as follows:

 

Other comprehensive income Balance at
December 31,
2023
  Effect from
exchange
variation
  Recognition/
Realization
  Amounts in
liabilities related
to assets held for
sale
  Balance at
December 31,
2024
 
Exchange variation on net investments and balance sheet conversion 2,092,178    2,237,344     92,695    4,422,217   
Exchange variation on loan (8,814,282 ) (5,314,733 )     (14,129,015 )
Exchange variation on goodwill 555,730    476,477     142,419    1,174,626   
Deemed cost 64,680    -   11,240    (15,492 ) 60,428   
Losses on net investment hedge (61,043)   -   (170,967 )   (232,010 )
Gains (losses) on interest hedge 2,741    -   (894,280 ) (1,141 ) (892,680 )
Actuarial gains (losses) on pension plans and post-employment benefits 2,313    -   (10,476)     (8,163 )
Losses on realization of investments at FVOCI   -   (23,494 )   (23,494 )
Share-based payment in subsidiary BRF (2,832 ) -   2,832       
Treasury shares in subsidiary BRF 10,365    -   (10,365 )    
Tax incentive reserve 288,323    -     (288,323)    
                     
  (5,861,827 ) (2,600,912 ) (1,095,510 ) (69,842 ) (9,628,091 )

 

27.7. Shareholder compensation

When proposed by the Company, shareholder compensation is paid in the form of dividends and/or interest on equity based on the limits set by law and by the Company’s Bylaws.

 

On November 13, 2024, the Company informed its shareholders and the market that on that date the Board of Directors approved the declaration of interim dividends in the amount of R$ 2,500,000, paid on December 26, 2024 based on the earnings reserve recorded in the balance sheet as at September 30, 2024, to be attributed to the mandatory dividend for 2024.

 

On December 12, 2024, following the announcement to shareholders made on November 13, 2024, the Company informed that the final amount of dividends per common share issued by the Company corresponded to R$ 2.833731.

 

According to its bylaws, the Company is allowed to prepare balance sheets for six-month periods or shorter periods. Observing the conditions established by law, the Board of Directors may: (a) decide to distribute dividends against the profit account determined in the semiannual balance sheet or for shorter periods ad referendum the Shareholders Meeting; and (b) declare interim dividends against the earnings reserves account existing as of the last annual or semiannual balance sheet.

 

Below is the statement of dividends paid for the year 2024:

 

Dividends
  12/31/2024
Net income for 2024 2,795,401 
Deemed cost 915 
   
Net income after deemed cost 2,796,316 
   
(-) Legal reserve - 5 % (139,816)
(-) Tax incentive reserve (446,560)
   
Adjusted net income for dividend purposes 2,209,940 
   
Mandatory dividends payable - 25% 552,485 
Additional dividends paid 1,947,515 
   
2024 dividends 2,500,000 

 

     
  77

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

28. NET SALES REVENUE

 

    Parent     Consolidated
           
  YTD YTD   YTD YTD
  2024 2023   2024 2023
Revenue from sales of products - domestic market          
Third parties 4,925,793  3,949,142    108,056,348  97,233,472 
Related parties 605,699  459,930    13,542  10,323 
           
  5,531,492  4,409,072    108,069,890  97,243,795 
           
Revenue from sales of products - foreign market          
Third parties 432,754  126,430    50,483,690  43,782,755 
Related parties 5,473,838  4,690,635    1,063  1,215 
           
  5,906,592  4,817,065    50,484,753  43,783,970 
           
Gross operating revenue 11,438,084  9,226,137    158,554,643  141,027,765 
           
Deductions from gross sales          
Taxes on sales (225,814) (232,602)   (5,610,160) (5,001,563)
Returns and discounts (421,111) (311,455)   (4,083,524) (3,808,192)
           
  (646,925) (544,057)   (9,693,684) (8,809,755)
           
Net sales revenue 10,791,159  8,682,080    148,860,959  132,218,010 

 

29. COST AND EXPENSES BY NATURE

 

The Company has chosen to present the statement of income by function and presents below expenses by nature:

 

           
    Parent     Consolidated
           
  YTD YTD   YTD YTD
  2024 2023   2024 2023
Cost of products and goods sold          
Inventory costs (7,779,184) (6,321,628)   (111,692,533) (103,108,949)
Depreciation and amortization (124,333) (148,695)   (6,020,514) (5,648,708)
Employee salaries and benefits (516,578) (367,716)   (11,457,242) (10,082,883)
           
  (8,420,095) (6,838,039)   (129,170,289) (118,840,540)
           
Selling expenses          
Depreciation and amortization (1,722) (1,189)   (554,669) (684,907)
Employee salaries and benefits (62,360) (63,876)   (2,294,185) (1,988,808)
Freight (360,429) (275,527)   (5,552,281) (5,433,014)
Export expenses (96,019) (58,286)   (819,515) (715,414)
Marketing (42,151) (40,232)   (1,271,888) (1,060,953)
Other (25,885) (28,908)   (742,829) (547,980)
           
  (588,566) (468,018)   (11,235,367) (10,431,076)
           
General and administrative expenses          
Depreciation and amortization (53,336) (21,852)   (622,321) (406,617)
Employee salaries and benefits (38,648) (125,335)   (895,293) (795,557)
Third-party services (143,149) (115,775)   (577,140) (467,121)
Other (26,554) (20,163)   (123,673) (297,210)
           
  (261,687) (283,125)   (2,218,427) (1,966,505)

 

     
  78

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

30. NET FINANCIAL RESULT

 

The Company’s financial income (expenses) is as follows:

 

    Parent   Consolidated
           
  YTD YTD   YTD YTD
  2024 2023   2024 2023
Interest received, earnings from financial investments 164,399  121,058    1,490,362  1,474,471 
Interest accrued, debentures and lease with financial institutions (1,735,394) (1,402,880)   (5,668,976) (5,398,619)
Inflation adjustments, bank expenses, amortizations, costs on debt and other (1,329,264) (496,198)   (1,066,918) (502,603)
Translation gains and losses 352,651  149,374    (286,627) (1,175,664)
           
Total (2,547,608) (1,628,646)   (5,532,159) (5,602,415)
           
Financial income          
Third parties 3,894,988  2,198,206    12,654,204  11,521,121 
Related parties 334,437  404,199   
           
  4,229,425  2,602,405    12,654,204  11,521,121 
           
Financial expenses          
Third parties (5,874,231) (3,554,628)   (18,186,363)  (17,123,536)
Related parties (902,802) (676,423)  
           
  (6,777,033) (4,231,051)   (18,186,363)  (17,123,536)
           
Total (2,547,608) (1,628,646)   (5,532,159) (5,602,415)

 

31. EARNINGS (LOSS) PER SHARE

 

The following table shows the calculation of basic and diluted earnings (loss) per share for 2024 and 2023:

 

  12/31/2024   12/31/2023
Income (loss) attributable to shareholders 1,710,635    (1,348,386)
Income (loss) attributable to shareholders from discontinued operations 1,084,766    (169,390)
       
Income (loss) attributable to shareholders from the Company 2,795,401    (1,517,776)
        
Common shares 886,000,000    960,000,000 
Weighted average number of outstanding shares (units) 903,508,624    641,427,502 
       
Basic and diluted earnings (loss) (in R$) 1.8933    (2.1022)
Basic and diluted earnings (loss) (in R$) from discontinued operations 1.2006    (0.2641)
       
Earnings or losses attributable to shareholders from the Company 3.0939    (2.3663)

 

32. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

32.1. Overview

In its activities, the Company is subject to market risks related to exchange rate gains (losses), variable income, interest rate and commodities price fluctuations. In order to minimize these risks, the Company has policies and procedures to minimize these exposures and may use hedging instruments, as long as previously approved by the Board of Directors.

 

Among the Company’s guidelines we highlight: monitoring levels of exposure to each market risk; measuring these risks; setting limits for making decisions and using hedging mechanisms, always aiming at minimizing the foreign exchange exposure of its debts, cash flows and interest rates.

 

The Company shall be represented exclusively by its Officers and Attorney-in-Fact, observing the limitations provided in the Bylaws, and subject to approval of the Board of Directors for acts and transactions in amounts exceeding such limit.

 

     
  79

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The Company only enters into transactions with derivatives or similar instruments that offer a maximum protection against: foreign currencies, interest rates and commodity prices, and also adopts a conservative policy of not entering into transactions that could affect its financial position. The Company does not enter into leveraged transactions with derivatives or similar instruments.

 

The Company also has a sound financial policy, maintaining a high level of cash balance, cash equivalents and short-term investments. At the same time, the maturity of the Company’s long-term indebtedness is distributed in such way that it is not concentrated in any single year.

 

Assets and liabilities presented in the balance sheet relating to derivative transactions, which are intended for equity hedge, are shown below:

 

  Parent   Consolidated
  12/31/2024 12/31/2023   12/31/2024 12/31/2023
Derivative financial instruments - receivable 8,641  99,677    336,551  752,772 
Derivative financial instruments - payable (1,243,238) (62,714)   (1,866,472) (215,690)
Derivative financial instruments - assets and liabilities held for sale (a) -  26,438    - 26,438 
           
  (1,234,597) 63,401    (1,529,921) 563,520 

 

(a) See Note 12 - Assets and liabilities held for sale and discontinued operations

 

32.2. Financial instruments by category

The Company’s financial assets and liabilities are classified as below:

 

        Parent
Financial assets               Fair value through
    Amortized cost   profit or loss and OCI
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Cash and cash equivalents   732,320   1,940,237   -   -
Financial investments and marketable securities   5,717,946   2,087,328   -   -
Trade accounts receivable   9,153,215   2,477,851   -   -
Derivative financial instruments (a)   -   -   8,641   99,677
Notes receivable - related parties   3,539,815   8,727,233   -   -
                 
    19,143,296   15,232,649   8,641   99,677
                 
Financial liabilities               Fair value through
    Amortized cost   profit or loss and OCI
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Trade accounts payable   1,801,269   1,129,622   -   -
Loans, financing and debentures   21,253,858   12,394,670   -   -
Leases payable   373,855   17,990   -   -
Derivative financial instruments (a)   -   -   1,243,238   62,714
Notes payable - related parties   24,546,618   21,274,144   -   -
                 
    47,975,600   34,816,426   1,243,238   62,714

 

(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity.

 

     
  80

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

        Consolidated
Financial assets               Fair value through
    Amortized cost   profit or loss and OCI
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Cash and cash equivalents   4,516,687   6,460,212   -   -
Financial investments and marketable securities   17,452,129   15,738,139   874,510   -
Trade accounts receivable   9,198,434   7,219,543   -   -
Derivative financial instruments (a)   -   -   336,551   752,772
Notes receivable - related parties   26,601   31,932   -   -
                 
    31,193,851   29,449,826   1,211,061   752,772
                 
Financial liabilities               Fair value through
    Amortized cost   profit or loss and OCI
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Trade accounts payable   20,273,612   16,707,402   -   -
Loans, financing and debentures   61,123,631   51,585,592   -   -
Leases payable   4,896,200   4,238,561   -   -
Derivative financial instruments (a)   -   -   1,866,472   215,690
Notes payable - investments Brazil   257,262   251,390   -   -
                 
    86,550,705   72,782,945   1,866,472   215,690

 

(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity or in Inventories.

 

Details of the accounting policies and methods used (including criteria for recognition, measurement bases and criteria for recognition of gains and losses) for each class of financial instruments and equity are presented in Note 3.1.

 

32.3. Fair value of financial instruments

The method used by the Company to determine market value consists in calculating the future value based on contracted conditions and determining the present value based on market curves obtained from Bloomberg’s database, except for futures market derivatives whose fair values are calculated based on the daily adjustments of variations in market prices of commodities and futures exchanges acting as counterpart.

 

According to NBC TG 40/R3 (CVM Resolution 121/22), the Company classifies the measurement of fair value according to hierarchical levels which reflect the importance of indices used in such measurement, as follows:

 

Level 1: Prices quoted in (non-adjusted) active market for identical assets and liabilities.

Level 2: Other available information, except those of Level 1, where quoted prices relate to similar assets and liabilities, whether directly, by obtaining prices in active markets, or indirectly, such as valuation techniques using active market data.

Level 3: Indices used for the calculation do not derive from an active market. The Company does not have instruments at this measurement level.

 

     
  81

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Currently, the fair value of all the financial instruments of the Marfrig Group is reliably measured and hence these are classified as level 1 and 2, as shown below:

 

  Parent Consolidated
Level 1 Level 2 Level 1 Level 2
Current and non-current assets  
Financial investments and marketable securities - 5,717,946 - 18,326,639
Derivative financial instruments - 8,641 143 336,408
Current and non-current liabilities  
Derivative financial instruments (2,530) (1,240,708) (2,530) (1,863,942)
Total (2,530) 4,485,879 (2,387) 16,799,105

 

Management understands that the results obtained with derivative transactions are in line with the risk management strategy adopted by the Company.

 

32.4. Credit risk management

The Company is subject to credit risk. Credit risk deals with group’s financial losses if a customer or counterpart in a financial instrument fails to comply with contractual obligations, which arise from most receivables.

 

The Company limits its exposure by analyzing credit and managing customer’s portfolio, seeking to minimize the economic exposure to a certain customer and/or market that may represent significant losses.

 

The Global Credit Risk Policy determines the guideline for financial credit risk management based on the following:

 

a) Limit of counterparty’s credit risk concentration to 15% of total current assets;
b) Investments in solid and prime financial institutions, based on their financial rating; and
c) Balance between assets and liabilities.

 

Conducted evaluations are based on information flows and follow-up of the volume of purchases in the market. The internal controls cover the assignment of credit limits.

 

The maximum exposure to credit risk for the Company is the trade accounts receivable shown in Note 6, where the value of the effective risk of possible losses is presented as provision for credit risk.

 

Values subject to credit risk:

 

  Parent Consolidated
12/31/2024 12/31/2023 12/31/2024 12/31/2023
Cash and cash equivalents 732,320 1,940,237 4,516,687 6,460,212
Financial investments and marketable securities 5,717,946 2,087,328 18,326,639 15,738,139
Trade accounts receivable 9,153,215 2,477,851 9,198,434 7,219,543
Other receivables 98,866 115,928 836,065 894,594
  15,702,347 6,621,344 32,877,825 30,312,488

 

32.5. Liquidity risk management

Liquidity risk arises from the Company’s working capital management and the amortization of the principal and finance charges of debt instruments. This is the risk that the Company will face difficulties to settle its falling due payables.

 

The Company manages its capital based on parameters to optimize the capital structure focused on liquidity and leverage metrics that enable a return to shareholders over the medium term, consistent with the risks assumed in the transaction.

 

     
  82

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The main indicator for monitoring is the modified immediate liquidity ratio, which is the ratio between the available funds (cash, cash equivalents, financial investments and marketable securities) and current indebtedness (short term). The indices presented below refer to continuing operation:

 

  Parent Consolidated
12/31/2024 12/31/2023 12/31/2024 12/31/2023
Available funds 6,450,266 4,027,565 22,519,515 21,878,356
Short-term loans and financing 4,479,301 3,181,118 8,352,851 7,509,414
Modified liquidity ratio 1.44 1.27 2.70 2.91

 

32.6. Market risk management

The Company is exposed to market risks arising from commodity prices, interest rates, variable income and exchange rates. For each risk, the Company conducts continuous management and sensitivity studies presented in this note.

 

32.7. Interest rate risk

Interest rate risk refers to the Company’s risk of incurring economic losses due to negative changes in interest rates. This exposure basically refers to changes in market interest rates which affect the Company’s assets and liabilities indexed to the TJLP (Long-Term Interest Rate) or CDI (Interbank Deposit Rate).

 

In order to reduce debt service costs, the Company continually monitors market interest rates to assess the need to enter into new derivative contracts to hedge its operations against the risk of fluctuations of these rates.

 

The interest rate exposure risk of the Company is as follows:

 

  Parent Consolidated
12/31/2024 12/31/2023 12/31/2024 12/31/2023
Exposure to CDI rate:  
NCE/Working capital - - 1,113,402 2,361,124
CPR/CCB 4,599,447 3,805,840 4,599,447 3,805,840
CRA 10,420,713 4,971,440 11,396,448 4,971,440
Debentures - - 5,337,210 6,486,619
(-) CDB-DI (R$) (1,570,296) (316,458) (5,287,255) (5,193,319)

Subtotal

Exposure to SOFR rate:

13,449,864 8,460,822 17,159,252 12,431,704
   
Prepayment/NCE/ACC (US$) 5,005,723 3,005,013 5,005,723 3,373,928
Revolving credit facility (US$) - - 3,057,761 2,452,259
Bank loan (US$) - 107,516 3,435,723 3,883,752

Subtotal

 

Total

5,005,723 3,112,529 11,499,207 9,709,939
   
18,455,587 11,573,351 28,658,459 22,141,643

 

     
  83

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Derivative financial instruments to hedge against interest rate exposures are presented below:

 

      Consolidated
Fair value hedge - Derivative           12/31/2024
instruments Hedged item Assets Liabilities   Notional MtM R$
Interest swap Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. IPCA + 5.50% p.a. CDI + 0.57% p.a. BRL 200,000 28,464
Interest swap Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. IPCA + 5.50% p.a. 100% of CDI BRL 200,000 22,176
Interest swap Debenture - 2nd issue - 1st series - IPCA + 5.30% p.a. IPCA + 5.30% p.a. CDI + 2.20% p.a. BRL 400,000 53,395
Interest swap Debenture - 2nd issue - 2nd series - IPCA + 5.60% p.a. IPCA + 5.60% p.a. CDI + 2.29% p.a. BRL 595,000 48,624
Interest swap Debenture - 3rd issue - single series - IPCA + 4.78% p.a. IPCA + 4.78% p.a. CDI + 0.12% p.a. BRL 1,000,000 65,394
Interest swap Debenture - 1st issue - 1st series - IPCA + 6.83% p.a. IPCA + 6.83% p.a. 109.32% of CDI BRL 990,000 33,741
Interest swap Debenture - 5th issue - IPCA + 7.23% IPCA + 7.23% p.a. CDI + 0.98% p.a. BRL 1,635,000 (112,078)
Interest swap Debenture - 5th issue - Fixed rate +12.92% PRE + 12.92% p.a. CDI + 0.89% p.a. BRL 925,000 (124,444)
          5,945,000 15,272

 

Cash flow hedge

The Company designates as cash flow hedge derivative financial instruments for protection of cash flow (swap), exchanging cash flows based on a notional amount, a term and other pre-established conditions and criteria.

 

The Company has swap contracts designated as cash flow hedge accounting, as shown below:

 

          Consolidated
Cash flow hedge - Derivative Hedged tem Assets Liabilities Notional 12/31/2024
instruments         MtM R$
Interest rate swap CRA IPCA CDI BRL    8,452,232 (1,232,080)
          8,452,232 (1,232,080)

 

32.8. Commodity price risk

Cattle commodities

In its activities, the Company purchases cattle commodity, which is the largest individual component of the beef segment production cost and is subject to certain variables. The price of cattle acquired from third parties is directly related to market conditions, and is influenced by domestic availability and foreign market demand. To reduce the impact of risks on cattle commodity prices, the Company holds cattle in feedlots and trades derivative financial instruments in the futures market, as well as other operations.

 

The derivative financial instruments used to hedge against cattle commodity price risk, which are not designated for hedge accounting, are shown below:

 

          Consolidated
Instrument Hedged item Register Notional US$ Notional R$ 12/31/2024
          MtM R$
Futures Fed cattle B3 (28,610) (177,144) (2,530)
Futures Fed cattle CME - - 143
      (28,610) (177,144) (2,387)

 

     
  84

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Corn and soybean meal, grain and oil commodities

The prices of corn and soybean meal, grain and oil are exposed to price risks arising from future purchases. This risk is managed through physical inventories, order balances at a fixed price and through derivative financial instruments.

 

Limits are established to protect the purchase flow of corn and soybean meal, grain and oil, aimed to reduce the impact of an increase in the price of these raw materials, and include the possible use of derivative instruments or management of inventories.

 

Subsidiary BRF purchases commodities at prices to be fixed in the futures and spot markets and, to protect such exposure, contracts derivative instruments in an active position (purchase) to fix such prices in advance.

 

Derivative financial instruments designated as cash flow hedge accounting to protect against exposure to the price risk of corn and soybean meal, grain and oil commodities to be fixed are shown below:

 

              Consolidated
Cash flow hedge - Derivative Hedged item Index Maturity Quantity   Price rate (a) 12/31/2024
instruments             MtM R$
Collar - purchase Purchases of soybean meal - price to be fixed Soybean meal - CBOT 2nd quarter 2025 17,989 ton 336.79 948
Collar - purchase Purchases of soybean meal - price to be fixed Soybean meal - CBOT 3rd quarter 2025 17,989 ton 341.13 548
Collar - purchase Purchases of corn - price to be fixed Corn - CBOT 1st quarter 2025 20,003 ton 177.85 (26)
Collar - purchase Purchases of corn - price to be fixed Corn - CBOT 2nd quarter 2025 135,998 ton 176.94 1,174
Collar - purchase Purchases of corn - price to be fixed Corn - B3 1st quarter 2025 16,200 ton 1,208.33 124
Collar - purchase Purchases of corn - price to be fixed Corn - B3 2nd quarter 2025 40,500 ton 1,213.33 193
Non-deliverable forward - purchase Purchases of soybean oil - price to be fixed Soybean oil - CBOT 2nd quarter 2025 6,001 ton 912.57 (516)
Non-deliverable forward - purchase Purchases of corn - price to be fixed Corn - CBOT 3rd quarter 2025 99,999 ton 171.76 403
               
        354,679     2,848

(a) Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton.

 

In certain situations, subsidiary BRF makes future purchases of commodities at fixed prices and, to protect such exposure, contracts derivative instruments in a passive position (sale) to maintain the prices of such purchases at market.

 

Derivative financial instruments designated as fair value hedge accounting to protect against exposure to the risk of fixed commodity prices are shown below:

 

              Consolidated
Fair value hedge - Derivative Hedged item Index Maturity Quantity   Price rate (a) 12/31/2024
instruments             MtM R$
Non-deliverable forward - sale Purchases of soybean grain - fixed price Soybean grain - CBOT 1st quarter 2025 38,298 ton 409.09   10,526
Non-deliverable forward - sale Purchases of corn - fixed price Corn - CBOT 1st quarter 2025 9,001 ton 185.42   409
Non-deliverable forward - sale Purchases of corn - fixed price Corn - CBOT 3rd quarter 2025 76,216 ton 173.46   471
Corn futures - sale Purchases of corn - fixed price Corn - B3 1st quarter 2025 12,609 ton 1,252.06   (71)
Corn futures - sale Purchases of corn - fixed price Corn - B3 3rd quarter 2025 189,486 ton 1,116.86   (947)
        325,610     10,388

(a) Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton.

 

     
  85

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

32.9. Exchange rate risk

Balance sheet exposure

 

Exchange rate risk consists of the risk of foreign exchange fluctuations leading the Company to incur losses and causing a reduction in the amounts of assets or an increase in the amounts of liabilities.

 

The Company also has a sound financial policy, maintaining a high level of cash balance and short-term investments with solid financial institutions.

 

Assets and liabilities in foreign currency are presented as follows:

 

      Parent 
       
      Effects on result 
Description 12/31/2024 12/31/2023 Translation gains 
      (losses) 2024 
Operating      
Trade accounts receivable 8,927,853 2,145,630 1,076,465
Imports payable (5,837) (7,159) 610
Other - - (2)
Subtotal 8,922,016 2,138,471 1,077,073
       
Financial      
Loans and financing (6,080,636) (3,617,390) (1,238,252)
Notes payable and receivable (4,028) 41,432 24,808
Balance of banks and financial investments(a) 714,063 1,929,828 489,022
       
Subtotal (5,370,601) (1,646,130) (724,422)
       
Total 3,551,415 492,341 352,651
       
Translation gains     3,328,961
Translation losses     (2,976,310)
       
Translation gains (losses), net     352,651

 

(a) Refers only to banks and financial investments balances that generated translation gains (losses).

 

          Consolidated 
          Effects on result 
Description 12/31/2024 12/31/2023 Translation gains 
          (losses) 2024 
Operating      
Trade accounts receivable 4,145,785 3,107,867 1,680,874
Imports payable (2,896,965) (2,259,358) (660,650)
Dividends 339 (242) 3
Other (447,701) (721,507) 1,907,366
       
Subtotal 801,458 126,760 2,927,593
       
Financial        
Loans and financing (37,734,251) (33,953,965) (2,566,791)
Notes payable and receivable (357,102) (333,764) (1,092,905)
Balance of banks and financial investments(a) 6,839,357 6,652,705 338,037
Derivative financial instruments (304,579) 502,292 107,439
Subtotal      
(31,556,575) (27,132,732) (3,214,220)
Total      
(30,755,117) (27,005,972) (286,627)
       
Translation gains     9,106,863
Translation losses     (9,393,490)
Translation gains (losses), net      
    (286,627)

 

(a) Refers only to banks and financial investments balances that generated translation gains (losses).

 

     
  86

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Since it has more financial liabilities in foreign currency than assets, the Company contracted Non-Deliverable Forward (NDF) contracts, all of them non-speculative in nature, to minimize the effects of the foreign exchange variation on its exports, as per the breakdown below:

 

            Consolidated
Cash flow hedge - Derivative instruments Hedged item Register Assets Liabilities Notional 12/31/2024
              MtM R$
Operations not designated for hedge              
accounting              
NDF FX OTC USD GBP USD (32,135) 6,173
NDF FX OTC USD EUR USD (5,531) 1,281
NDF FX OTC USD AUD USD (728) 187
NDF FX OTC USD CLP USD (3,698) 1,470
NDF FX OTC BRL EUR EUR (60,000) 1,040
NDF FX OTC USD CLP CLP 25,000 4,425
Futures FX OTC BRL USD USD (62,500) 1,132
               
            (139,592) 15,708

 

Operating income exposure

The objective of managing operating income exposure is to protect revenues and costs indexed to foreign currencies. Subsidiary BRF has internal models for the measurement and monitoring of these risks and contracts hedging instruments, designating the relationships as cash flow hedge accounting.

 

Subsidiary BRF has more revenues denominated in foreign currency than expenses and, therefore, contracts derivative financial instruments to reduce such exposure. Derivative financial instruments designated as cash flow and fair value hedge accounting to protect the exchange rate exposure of operating income.

 

The cash flow hedge amounts (derivative instruments) are shown below:

 

                Consolidated
Cash flow hedge - Derivative instruments Hedged item Assets Liabilities Maturity Exercise
rate
Notional 12/31/2024
MtM R$
NDF Exports in USD BRL USD 1st quarter 2025 5.6807 USD 105,500 (58,721)
NDF Exports in USD BRL USD 2nd quarter 2025 5.9204 USD 258,500 (104,650)
NDF Exports in USD BRL USD 3rd quarter 2025 6.1309 USD 165,000 (54,315)
NDF Exports in USD BRL USD 4th quarter 2025 6.4083 USD 82,000 (15,657)
Collar Exports in USD BRL USD 1st quarter 2025 5.9991 USD 479,500 (81,092)
Collar Exports in USD BRL USD 2nd quarter 2025 6.2590 USD 90,500 (5,787)
Collar Exports in USD BRL USD 3rd quarter 2025 6.4616 USD 42,500 (3,204)
Collar Exports in USD BRL USD 4th quarter 2025 6.5806 USD 20,000 (1,647)
                 
              1,243,500 (325,073)

 

The Company concluded that part of its cost related to future physical purchases of commodities in dollars also generates exchange rate exposure, contracting the following derivatives and designating them as fair value hedge.

 

              Consolidated
Fair value hedge - Derivative         Exercise   12/31/2024
instruments Hedged item Assets Liabilities Maturity rate Notional MtM R$
NDF Costs in USD BRL USD

1st quarter 2025

5.5465 USD 15,823 (10,851)
NDF Costs in USD BRL USD 3rd quarter 2025 6.0634 USD 9,426 (3,760)
                 
              25,249 (14,611)

 

     
  87

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Investment exposure

 

Subsidiary BRF has both investments (net assets) and loans (financial liabilities) denominated in foreign currency. To balance the accounting effects, certain non-derivative financial liabilities are designated as instruments to hedge the exchange rate exposure generated by such investments.

 

Non-derivative financial instruments designated as hedge accounting for net investment are presented below: 

 

              Consolidated
Fair value hedge - Non-derivative instruments Hedged item (investment) Liabilities Maturity Exercise rate Notional 12/31/2024
MtM R$ (a)
Bond - BRF SA BRFSBZ 4.35 Federal Foods LLC USD 3rd quarter 2050 3.7649 USD (b)  44,158 (142,067)
Bond - BRF SA BRFSBZ 4.35 BRF Kuwait Food Management Company WLL USD 3rd quarter 2050 3.7649 USD (b) 88,552 (215,832)
Bond - BRF SA BRFSBZ 4.35 Al Khan Foodstuff LLC USD 3rd quarter 2050 3.7649 USD (b)  53,446 (142,392)
Bond - BRF SA BRFSBZ 4.35 BRF Foods GmbH USD 3rd quarter 2050 5.1629 USD (c)  170,721 (197,505)
Bond - BRF SA BRFSBZ 4.35 Al-Wafi Al-Takamol International for Foods Products USD 3rd quarter 2050 5.1629 USD (c)  23,426 (23,009)
               
            380,303 (720,805)
(a) Corresponds to the effective portion of hedge results accumulated in line item Other comprehensive income.
(b) Designated on August 1, 2019.
(c) Designated on November 1, 2022.

 

32.10. Sensitivity analysis

The financial instruments, including derivatives, may undergo changes in fair value as a result of the fluctuation of exchange rates, interest rates, price indexes and other variables.

 

The analyses of the sensitivity of derivative and non-derivative financial instruments to these variables are presented below:

 

Selection of risks

The main risks that may affect the value of the Company’s financial instruments are:

 

a) Exchange rate US$/R$, US$/GBP, US$/EUR and US$/AUD;
b) Exchange rate R$/TRY, R$/WON, R$/PYG, R$/AOA, R$/SAR and R$/AED;
c) Floating interest rate SOFR;
d) Inflation rate IPCA; and
e) Interest rate CDI and SELIC.

 

For purposes of the analysis of sensitivity to risks, the Company presents the exposures to currencies as if they were independent, that is, they do not reflect in the exposure to exchange rate the risks of changes in other exchange rates that could be indirectly influenced by it.

 

Selection of scenarios

The probable scenario of the Dollar-real exchange rate, the SELIC/CDI interest rate and the IPCA projection for a one-year horizon is based on the FOCUS report disclosed by the Central Bank of Brazil (BACEN). The one-year projection for the dollar is R$ 5.96 and was obtained interpolating the quotations of the current and subsequent years. The Selic rate is expected to close the period at 14.75% p.a. and the IPCA at 4.96%. The Selic rate is used as a reference for the CDI sensitivity analyses. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.

 

For SOFR interest rates, Management used the one-year projection of 4.18%, consistent with the market curves.

 

In the sensitivity analysis, variations of 15% and 30% were estimated for each variable for possible and remote scenarios, respectively.

 

     
  88

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The sensitivity values below are for changes in financial instruments under each scenario:

 

        Consolidated 
Exchange rate - US dollar x real       Gains and (losses) 
Instrument Scenario - Exposed amounts Probable
scenario
Possible scenario
15%
Remote scenario
30% 
Time deposit 5,104,085 (191,000) 545,962 1,282,925
ADRs securities 15,481 (579) 1,656 3,891
Prepayment/NCE/ACC (US$) (6,975,777) 261,041 (746,169) (1,753,380)
Bonds (US$) (20,525,424) 768,083 (2,195,518) (5,159,119)
Bank loan (US$) (5,340,520) 199,848 (571,253) (1,342,354)
Revolving Credit Facility (3,057,761) 114,425 (327,076) (768,576)
Agribusiness Receivables Certificates (CRA) (576,008) 21,555 (61,613) (144,781)
Foreign credit note 289,880 (10,848) 31,007 72,862
Working capital (1,258,761) 47,104 (134,644) (316,393)
SWAP USD x CDI (2,355,127) 88,131 (251,918) (591,967)
         
Exchange rate - other currencies       Gains and (losses) 
Instrument Scenario - Exposed amounts Probable
scenario
Possible scenario
15%
Remote scenario
30% 
Time deposit - Turkish Lira 715,371 (26,770) 76,520 179,810
Time deposit - South Korean Won 87 (3) 9 22
Time deposit - Paraguayan Guarani 7,900 (296) 845 1,986
Time deposit - Saudi Riyal 959,103 (35,891) 102,591 241,073
Time Deposit - Angolan Kwanza 55,449 (2,075) 5,931 13,937
Time Deposit - Arab Dirham 102,947 (3,852) 11,012 25,876
NDF CLP X USD (22,897) 857 (2,449) (5,755)
NDF EUR X USD (36,912) 1,381 (3,948) (9,278)
NDF GBP X USD (228,867) 8,564 (24,481) (57,526)
NDF AUD X USD (4,509) 169 (482) (1,133)
         
SOFR rate       Gains and (losses) 
Instrument Scenario - Exposed amounts Probable
scenario
Possible scenario
15%
Remote scenario
30% 
Prepayment/NCE/ACC (US$) - SOFR (3,822,503) 12,041 (11,898) (35,836)
         
Interest rate - CDI       Gains and (losses) 
Instrument Scenario - Exposed amounts Probable
scenario
Possible scenario
15%
Remote scenario
30% 
Bank Deposit Certificates - CDB 1,570,296 39,257 73,765 108,272
Repurchase and reverse repurchase agreements 2,730,075 68,252 128,245 188,239
Brazilian prize-draw investment bonds 1,763 44 83 122
FIDC 27,592 690 1,296 1,902
LTF - Financial Treasury Bill 46,774 1,169 2,204 3,239
NCE/Working Capital (153,062) (3,827) (7,190) (10,554)
CPR/CCB (4,599,447) (114,986) (216,059) (317,132)
Agribusiness Receivables Certificates (CRA) (1,257,996) (31,450) (59,094) (86,739)
         
Interest rate - IPCA       Gains and (losses) 
Instrument Scenario - Exposed amounts Probable
scenario
Possible scenario
15%
Remote scenario
30% 
Agribusiness Receivables Certificates (CRA) (7,447,837) (9,682) (65,094) (120,506)
SWAP IPCA x CDI 6,097,105 7,926 53,289 98,651

 

The interest rate fluctuations do not significantly affect the results of subsidiary BRF. Therefore, the financial instruments pegged to the fixed rate of subsidiary BRF are not being presented in the sensitivity analysis above.

 

     
  89

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Cattle commodities

The table below shows the sensitivity analysis for the price of cattle commodities. The Company considered scenario I as appreciation of 10% and scenarios II and III as deterioration of 25% and 50% for cattle commodity price volatility, using as reference the closing price at the end of the year.

 

          Consolidated 
Parity - USDA Price - Cattle - R$/US$ Current Scenario I Scenario II Scenario III 
Instrument Risk scenario      
Futures Increase in fed cattle price (2,530) (253) 633 127
Futures Increase in fed cattle price 143 14 (36) (7)
    (2,387) (239) 597 120

 

Corn and soybean meal, grain and oil commodities

 

For the probable scenario of commodities, the Company uses as a reference the future value of assets at the end of the year, and therefore understands that there will be no changes in the results of transactions. For the exchange rate, the probable scenario is referenced by external sources, such as the Focus report, interpolating the quotations of the current and subsequent years. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.

 

For the possible and remote scenarios, in both cases positive and negative variations of 15% and 30% respectively were considered from the probable scenario. Such sensitivity scenarios are derived from information and assumptions used by Management in monitoring the previously mentioned risks.

 

The information used in the preparation of these analyses is based on the position at the end of the year. The estimated amounts may differ significantly in relation to the numbers and results to be recorded by the Company. Positive values indicate gains and negative values indicate losses.

 

          Consolidated
Operating result - commodities     Scenario  
  Remote -30%  Possible -15%  Probable  Possible 15% Remote 30%
           
Soybean grain - CBOT 255 310 364 419 474
Cost of products and goods sold (4,187) (2,093)   - 2,093 4,187
NDF 4,187 2,093   - (2,093) (4,187)
Net effect   -   -   -   -   -
           
Soybean meal - CBOT 248 301 354 407 461
Cost of products and goods sold 3,825 1,912   - (1,912) (3,825)
Collar (2,545) (632)   - 1,738 3,651
Net effect 1,280 1,280 - (174) (174)
           
Soybean oil - CBOT 629 764 898 1,033 1,168
Cost of products and goods sold 1,617 809 - (809) (1,617)
NDF (1,617) (809)   - 809 1,617
           
Net effect   -   -   -   -   -
           
Corn - CBOT 123 150 176 203 229
Cost of products and goods sold 9,036 4,518   - (4,518) (9,036)
Collar (6,117) (1,888)   - 2,964 7,192
NDF (766) (383)   - 383 766
           
Net effect 2,153 2,247   - (1,171) (1,078)
           
Corn - B3 822 998 1,174 1,351 1,527
Cost of products and goods sold (51,225) (25,613) - 25,613 51,225
Collar (14,600) (4,316) - 4,454 14,298
Futures 70,609 35,305 - (35,305) (70,609)
           
Net effect 4,784 5,376 - (5,238) (5,086)

 

     
  90

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

33. INCOME AND SOCIAL CONTRIBUTION TAXES

 

Income and social contribution taxes were calculated according to prevailing legislation and Federal Law 12,973/14.

 

Income and social contribution tax calculations and returns, when required, are open to review by tax authorities for varying statutory years in relation to the payment or filing date.

 

Below are the calculation and reconciliation of taxes in the statement of income for the year:

 

    Parent      Consolidated 
  YTD  YTD    YTD  YTD 
  2024  2023    2024  2023 
Profit (loss) before taxes (1,112,056) (1,522,168)   405,112 (4,541,228)
Income and social contribution taxes - Nominal rate (34%) 378,099 517,537   (137,738) 1,544,018
           
Adjustments to determine the effective tax rate:          
Taxation on profit of companies abroad - (142,039)   (329,147) (224,614)
Credit of tax paid abroad 678,742 214,246   807,054 214,246
Effect from differences in tax rate of companies abroad - -   (111,037) (597,790)
Tax losses and social contribution carryforwards from prior years 730,904 (5,618)   641,601 5,018
Tax incentive 62,968 35,963   94,092 186,872
Equity in earnings (losses) of subsidiaries 4,849 (311,398)   (11,759) (21,591)
Translation gains (losses) 1,589,273 (80,621)   2,511,552 (271,364)
Provision for contingencies (IRPJ/CSLL) (a) - -   (977,277) -
Other additions / exclusions (622,144) (54,287)   (96,032) 254,804
Total 2,822,691 173,782   2,391,309 1,089,599
           
           
Total current taxes 1,036,605 15,382   (319,893) (223,020)
Total deferred taxes 1,786,086 158,400   2,711,202 1,312,619
  2,822,691 173,782   2,391,309 1,089,599
           
Effective tax rate(b)     254% 11%   -590% 24%
(a) Details on the provision for contingencies are disclosed in Note 26.1.2 – Tax.
(b) The difference between nominal and effective rate is significantly affected by equity in earnings (losses) of subsidiaries, taxes on profits abroad and foreign exchange variations arising from monetary items that are part of the net investments in foreign entities.

 

34. SEGMENT REPORTING

 

The Company established an integrated and geographically diversified business model, which consists of production units located in strategic places, combined with a broad distribution network with access to the world’s main channels and consumer markets.

 

The Company believes that continuous improvement in its internal processes will enable it to further enhance efficiency and cut costs, which, coupled with a result-driven management that is committed to profitable growth, will drive profitability and cash generation.

 

     
  91

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The Company defined its segments according to the business activities from which it can earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments, and for which there is individual financial information available. Therefore, the segments managed by the Company are: “Beef - North America”, “Beef - South America”, “Poultry, Pork and Processed Products - BRF” and “Corporate”, as presented below:

 

        Net revenue   Operating income (expenses)
    YTD   YTD   YTD   YTD
    2024   2023   2024    2023 
Beef - North America   66,921,453   59,551,759   399,414    1,625,965 
Beef - South America(a)   20,805,279   19,222,955   1,395,459    1,313,393 
Poultry, Pork and Processed Products - BRF   61,134,227   53,443,296   6,839,819    836,097 
Corporate   -   -   (2,697,421)   (2,714,268)
                 
Total   148,860,959   132,218,010   5,937,271    1,061,187 

 

(a) Details of net revenue / operating profit from discontinued operation of the Beef South America segment are presented in Note 12 - Assets and liabilities held for sale and discontinued operations.

 

  Non-current assets
  12/31/2024   12/31/2023
Beef - North America 8,435,549   6,641,489
Beef - South America(a) 12,177,888   7,886,529
Poultry, Pork and Processed Products - BRF 31,844,590   31,317,828
Corporate 30,117,446   33,007,990
       
Total 82,575,473   78,853,836

 

(a) Details of the amounts of non-current assets reclassified as held for sale in the Beef South America segment are presented in Note 12 - Assets and liabilities held for sale and discontinued operations.

 

35. INSURANCE COVERAGE

 

The Company’s policy is to insure its property, plant and equipment and inventories subject to risk, at amounts deemed sufficient to cover possible losses, taking into consideration the nature of its activities and the insurance advisors’ opinion.

 

Based on the maximum risk weighting, the Company does not have a policy of maintaining insurance policies to protect against lost profits, given the broad geographic distribution of its plants and the fact that its operations can be reorganized in the event that any need arises.

 

Below is a summary of the amounts insured by the Company for continuing operations:

 

    Parent   Consolidated
    12/31/2024   12/31/2023   12/31/2024   12/31/2023
Buildings and meatpacking facilities   1,013,640   1,035,542   12,198,031   10,103,055
Inventories   267,120   265,926   1,622,070   1,181,400
Third-party warehouse   -   32,705   156,513   134,810
Vehicles   25,343   36,776   41,160   50,193
Transportation of goods   1,562,375   1,120,712   4,509,608   3,961,432
Directors’ guarantees   309,615   242,065   554,467   484,145
Civil liability   31,721   30,000   900,045   715,295
Aircraft   2,466,807   242,065   3,086,037   727,771
Other   885,081   371,942   937,487   390,746
                 
    6,561,702   3,377,733   24,005,418   17,748,847

 

The assets held for sale have coverage in the amount of R$ 1,153,072. This amount is sufficient to cover any losses according to Management’s judgment.

 

     
  92

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

36. RELATED-PARTY TRANSACTIONS

 

36.1. Related parties to the parent company

Transactions between the Parent and its related parties are shown below:

 

                        Parent
    Outstanding balance
    Trade accounts receivable   Trade accounts payable   Notes receivable   Notes payable   Advances to suppliers   Advances from customers
    12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023
Masplen Ltd.   -       -       -       -       1,921   1,206   -       -       -       -       -       -    
Pampeano Alimentos S.A.   22,238   11,034   17,041   -       805,304   788,189   -       -       -       -       -       -    
Marfrig Comercializadora de Energia Ltda.   -       -       -       -       2,407   2,266   1,044,500   701,000   -       -       -       -    
Marfrig Overseas Ltd.   -       -       -       -       318,620   2,927,025   1,698,380   728,883   -       -       -       -    
Marfrig Chile S.A.   5,079   -       -       -       381    133   59,814   -       -       -       -       26,536
Frigorífico Tacuarembó S.A.   -       -       2,896   5,272   -       -       -       -       -       -       -       -    
Establecimientos Colonia S.A.   -       -       2,452   -       -       -       -       -       -       -       -       -    
Marfrig Holdings (Europe) B.V   -       -       -       -       131,108   2,026,033   6,570,772    8,720,408   -       -       -       -    
MF Foods USA LLC   11,647   4,314   -       -       -       -       -       -       -       -       -       -    
Weston Importers Ltd.   8,811,686   2,130,854   -       -       -       1,160,538    15,173,152   10,848,836   -       -       -       -    
Marfrig Beef International Ltd.   -       -       -       -       1,891,992   1,410,824   -       -       -       -       -       -    
Marfrig Beef (UK) Limited   -       -       -       -       -       -       -       317   -       -       -       -    
Marb Bondco PLC   -       -       -       -       2,756   2,149   -       5,641   -       -       -       -    
Marfrig NBM Holdings Limited   -       -       -       -       -       113   -       -       -       -       -       -    
NBM US Holdings, Inc.   -       -       -       -       -       133   -       269,059   -       -       -       -    
Beef Holdings Limited   -       -       -       -       11,161   11,138   -       -       -       -       -       -    
MFG Holdings SAU    546   -       -       1,042   347,554   370,926   -       -       -       -       -       -    
Marfrig Paraguay S.A.   -       -       -       -       -       242   -       -       -       -       -       -    
BRF S.A.   42,150   19,652   14,842   6,958   -       -       -       -       -       -       4   -    
Plant Plus Foods Brasil Ltda.   2,007   7,677   -       -       9,509   9,375   -       -       -       -       -       -    
MFG US Holding, LLC   -       -       -       -       158   2   -       -       -       -       -       -    
Marfrig US Holding, LLC   -       -       -       -       12   9   -       -       -       -       -       -    
Controlling shareholders   1   -       -       -       -       -       -       -       -       -       -       -    
Key management personnel   9   4   -        184   -       -       -       -       -       -       -       -    
Other related parties (a)   93   6   2,171   -       16,932   16,932   -       -       2,298,299   304,225   -       -    
                                             
    8,895,456   2,173,541   39,402   13,456   3,539,815   8,727,233   24,546,618   21,274,144   2,298,299   304,225   4   26,536

 

(a) See Note 36.5 – Other related parties.

 

     
  93

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

                    Parent
    Recognized as profit or loss
    Sales   Costs   Financial income   Financial expenses   Administrative expenses
    YTD   YTD   YTD   YTD   YTD   YTD   YTD   YTD   YTD   YTD
    2024   2023   2024   2023   2024   2023   2024   2023   2024   2023
Masplen Ltd.   -       -       -       -       83   59   -       -       -       -    
Pampeano Alimentos S.A.   184,216   142,518   (15,092)   -       14,182   14,262   -       -       (78,646)   (71,963)
Marfrig Comercializadora de Energia Ltda.   -       -       (36,461)   (27,760)   -       35   -       -       -       (2,327)
Marfrig Overseas Ltd.   -       -       -       -       46,293 150,869   (22,274)   (6,294)   -       -    
Marfrig Chile S.A.   34,116   71,022   -       -       -     -       -       -       (1,161)   (612)
Frigorífico Tacuarembó S.A.   -       -       (2,645)   -       -     -       -       -       (2,961)   (1,775)
Inaler S.A.   -       -       -       -       -     -       -       -       (437)   (779)
Prestcott International S.A.   -       -       (123)   -       -       -       -       -       (845)   (761)
Establecimientos Colonia S.A.   -        378   (1,346)   -       -       -       -       -       (1,087)   (1,042)
Marfrig Holdings (Europe) B.V   -       -       -       -       113,258   91,345   (273,909)   (255,551)   -       -    
MF Foods USA LLC   28,895   8,354   -       -       -       -       -       -       -       -    
Weston Importers Ltd.   5,409,774   4,607,482   -       -       48,057   58,858   (595,869)   (411,310)   -       -    
Marfrig Beef International Ltd.   -       -       -       -       75,940   66,617   -       -       -       -    
Marfrig Beef (UK) Limited   -       -       -       -       -       -       (9)   (23)   -       -    
Marb Bondco PLC   -       -       -       -       -       -       (180)   (425)   -       -    
Marfrig NBM Holdings Limited   -       -       -       -       3   8   -       -       -       -    
NBM US Holdings, Inc.   -       -       -       -       11,832   (13)   (7,736)   (2,820)   (97,399)   (58,025)
Beef Holdings Limited   -       -       -       -       1   1   -       -       -       -    
MFG Holdings SAU   -        2,185   -       -       24,783   22,158   -       -       (5,278)   (4,133)
Quickfood S.A.   -       -       (1,378)   -       -       -       -       -       -       -    
MFG US Holding, LLC   -       -       -       -       5   -       -       -       -       -    
BRF S.A.   407,942   307,116   (63,611)   (53,386)   -       -       (2,825)   -       (16,970)   -    
Plant Plus Foods Brasil Ltda.   14,496   11,435   -       -       -       -       -       -       -       -    
Controlling shareholders   16   5   -       -       -       -       -       -       -       -    
Key management personnel   56   64   (451)   (726)   -       -       -       -       -       -    
Other related parties (a)   26   6   (1,085,528)   (224,599)   -       -       -       -       -       -    
                                         
     6,079,537    5,150,565   (1,206,635)   (306,471)   334,437   404,199   (902,802)   (676,423)   (204,784)   (141,417)

 

(a) See Note 36.5 – Other related parties.

 

The nature of related-party transactions between Marfrig Group companies is represented by commercial transactions (purchases and sales) and sending of cash for payment of such transactions, as well as for working capital.

 

Intercompany transactions (instruments receivable and payable) between parties (parent company and subsidiaries) are managed by checking accounts held between the companies based on the centralized cash system managed by the parent company.

 

Purchases and sales of products are made at market values. No guarantees or estimated losses on doubtful accounts are required. These transactions involve purchase and sale of fresh meat and cattle, poultry and lamb processed products.

 

Transactions between subsidiaries do not have an impact on the consolidated financial statements, given that they are eliminated in consolidation.

 

     
  94

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

36.2. Consolidated related parties

 

                Consolidated
    Outstanding balance
    Trade accounts receivable   Trade accounts payable   Notes receivable   Advances to suppliers
    12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023   12/31/2024   12/31/2023
Controlling shareholders   1   -       -       -       -       -       -       -    
Key management personnel   9   4   466   488   -       -       -       -    
Plant Plus Foods LLC   -       -       -       -       160   5,625   -       -    
Plant Plus Foods Brasil Ltda.   2,007   7,677   -       130   9,509   9,375   -       -    
Other related parties (a)   93   7   2,171   -       16,932   16,932   2,298,299   304,225
                                 
    2,110   7,688   2,637   618   26,601   31,932   2,298,299   304,225

 

(a) See Note 36.5 – Other related parties.

 

        Consolidated
    Recognized as profit or loss
    Sales   Costs
                 
    YTD   YTD   YTD   YTD
    2024   2023   2024   2023
Controlling shareholders   16   5   -       -    
Key management personnel   66   76   (451)   (726)
Plant Plus Foods Brasil Ltda.   14,497   11,435   -       -    
Other related parties (a)   26   22   (1,085,528)   (224,599)
               
    14,605    11,538   (1,085,979)   (225,325)

 

(a) See Note 36.5 – Other related parties.

 

36.3. Related parties of assets held for sale

 

        Parent
    Recognized as profit or loss
    Sales   Costs
    YTD   YTD   YTD   YTD
    2024   2023   2024   2023
Pampeano Alimentos S.A.   169,775   215,905   -        (36)
Marfrig Comercializadora de Energia Ltda.   -      -      (28,296)   (35,383)
Marfrig Chile S.A.   173,688   187,567   (1,301)   -   
Frigorífico Tacuarembó S.A.   -      -      (24,941)   (19,434)
Inaler S.A.   -      -      -      (1,332)
Prestcott International S.A.   -      -      (4,653)   (7,241)
Establecimientos Colonia S.A.   -      1,347   (5,211)   (5,374)
MF Foods USA, LLC (Marfood)   -      2,355   -      -   
Weston Importers Ltd.   1,953,785   2,502,726   -      -   
National Beef Packing LLC   -      -     (55)    (372)
MFG Holdings SAU   6,550   31,700   -      (2,145)
Quickfood S.A.   -      -      (9,950)   (1,066)
BRF S.A.   8,318   52,704   -       (792)
Plant Plus Foods Brasil Ltda.   -      207   -      -   
Controlling shareholders   -      1   -      -   
Key management personnel   47   81   (4,643)   (7,259)
Other related parties (a)   79   99   (115,400)   (350,475)
                 
    2,312,242   2,994,692   (194,450)   (430,909)

 

(a) See Note 36.5 – Other related parties.

 

     
  95

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

        Consolidated
    Recognized as profit or loss
    Sales   Costs
    YTD   YTD   YTD   YTD
    2024   2023   2024   2023
Controlling shareholders   -       1   -       -    
Key management personnel   55   81   (4,643)   (7,259)
Plant Plus Foods Brasil Ltda.   -       207   -       -    
Other related parties (a)   79   99   (115,400)   (350,475)
                 
    134   388   (120,043)   (357,734)

 

(a) See Note 36.5 – Other related parties.

 

36.4. Transactions with subsidiaries

On September 3, 2024, subsidiary BRF and the Parent company entered into a supply agreement through which subsidiary BRF will purchase inputs and meat products produced by Marfrig. The agreement will be effective for 24 months from the date of signature, and the invoicing will be made monthly by Marfrig, based on the volume of inputs and meat products acquired by subsidiary BRF. The expenditure estimated for all the agreement period is R$ 550,000.

 

36.5. Other related parties

The controlling shareholders own membership interests in other entities that have businesses with Marfrig Group. The aggregate amount of transactions is represented above as “other related parties”. Most of transactions refer primarily to sale of animals for slaughter. These transactions are carried out on an arm’s length basis, in accordance with internal guidelines formally established by the Company that are periodically verified by the Company’s Management to attest their compliance with market conditions.

 

The increase in this balance refers mainly to the contracts signed with MFG Agropecuária Ltda., in order to guarantee the supply of cattle starting in 2024. Based on an amendment signed between the parties, a credit from purchases made between March 2024 and December 2024 is granted, in the amount of R$ 111,558. The realization of this credit will occur starting in February 2025.

 

37. MANAGEMENT COMPENSATION

 

The compensation policy is designed to establish the criteria, responsibilities and directions for the short- or long-term compensation program of Marfrig Group’s Management (Bonus and Stock Option). The purpose of this policy is to motivate the Company’s executive officers to grow and develop to achieve maximum performance, in line with the business objectives, through a short- and long-term reward payout.

 

The Compensation, Corporate Governance and Human Resources Committee is the advisory body to the Board of Directors in assessing management compensation. The committee is composed solely of members of the Company’s Board of Directors and one of them is the Committee Coordinator.

 

The parameters used to determine management compensation are based on market practices.

 

37.1. Board of Directors

The compensation of the Board of Directors is set annually for each director and paid monthly, with no variable compensation. The board members’ compensation is determined through market research with the major companies in the industry whereby a compensation base is defined and submitted to the Company’s Compensation, Corporate Governance and Human Resources Committee for validation.

 

37.2. Officers appointed as per Bylaws

The Board of Executive Officers’ compensation consists of a fixed and a variable portion.

 

     
  96

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Fixed portion

An annual amount is set for each member and paid on a monthly basis.

 

Variable portion

Consists of short-term (bonus) and long-term (stock option) compensation. In general, the goals set by the Company for Management evaluation refer to economic objectives and individual goals. As part of the compensation payment, the Company may determine that up to 70% of its Managers’ variable compensation be paid by directly granting treasury shares, with the calculation of the share price, in accordance with Article 4, Sole Paragraph of CVM Resolution 77/22, based on the average share price in the last 20 trading sessions prior to the payment date of the variable compensation, which occurred on April 30, 2024.

 

The gain on the Stock Option Plan is tied to the appreciation of the market price of the share, i.e. the value added to the Company by the performance of the individual and the Management as a whole will reflect on the gain on the stock option plan, maintaining at the same time its interests in line with the Company’s interests in the long term.

 

The exercise price of the stock options related to share-based compensation under “Specific Programs” is the average of the last 20 trading sessions prior to the first business day of March of each year and the grant price with a 50% discount starting with the grants in 2010.

 

The vesting period follows these criteria:

 

25% after 12 months of the grant;
25% after 24 months of the grant;
25% after 36 months of the grant; and
25% after 48 months of the grant.

 

The officers’ compensation is determined through market research with the major companies in the industry whereby measurement criteria are established according to the significance of the position within the organization. The macro policies are approved by the Compensation, Corporate Governance and Human Resources Committee.

 

37.3. Audit Board

The Company’s Audit Board was set up after approval at the Annual General Meeting held on April 30, 2010. In the by-laws amended by the Special Shareholders’ Meeting held on March 11, 2011, the Audit Board became a permanent body. The Audit Board’s compensation is fixed on an annual basis and paid on a monthly basis. There is no variable portion.

 

37.4. Consolidated compensation

The compensation of Management and Board members is made up of the compensation of five members of the Board of Directors (the other two opted for not receiving compensation as board members, one of whom is also a member of the Statutory Board of Executive Officers and receives compensation from that body), six members of the Audit Board (three of whom are alternate members) and four officers appointed as per the Company’s bylaws.

 

The added value of the compensation received by the Company’s Management and Board members for their services is defined through market practices, with the participation of the Compensation, Corporate Governance and Human Resources Committee.

 

Description 12/31/2024   12/31/2023
Consolidated management compensation 41,820   33,184
Total 41,820   33,184

 

     
  97

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

37.5. Stock option plan

In 2024, a total of 30,311 shares were transferred to the Company’s Management under the stock option plans.

 

The changes in options exercised throughout the fiscal year are shown below:

       
  Total options exercised by month
  Number of shares exercised   Average market price (R$ per share) (a)
June/24 8,265   11.13
September/24    22,046   14.22
       
Options exercised in 2024    30,311    

 

(a) Average monthly price disclosed by B3 S.A. - Brasil, Bolsa, Balcão of Marfrig’s common shares, ticker MRFG3.

 

Consolidated changes 2024   2023
(Options)  
Opening balance 30,311   468,263
Options exercised (30,311)   (409,523)
Options canceled and expired -       (28,429)
       
Closing balance -       30,311

 

The expected dilution of equity interest of current shareholders, when stock options are exercised at the vesting date, was closed as presented above.

 

The Company recognized expenses relating to the granting of plans in effect for 2024 and 2023, as detailed below:

 

Effects from the exercise of options (R$ ’000) 2024   2023
Amount received from disposal of shares - Exercised options 187   1,128
(-) Cost of treasury shares disposed of (364)   (2,916)
       
Effect on disposal of shares (177)   (1,788)

 

Due to the exercise of stock options, the Company incurred costs with the sale of treasury shares of R$ 364. In 2024, the book value of treasury shares was recorded under the Company’s equity in the amount of R$ 64,620 (R$ 23,277 in 2023).

 

Changes to the stock option programs are presented below:

 

Plans Granting date Performance
(vesting)
period
Option
expiration
date
Options
granted
Vested
options
Options
exercised
in the
period
Options
exercised
and/or
canceled in
prior
periods
Outstanding
agreements
Option
exercise
price
Options Exercised/Canceled in Previous Periods   12,954,382 12,924,071 -      12,924,071 30,311 -      
                   
ESP XIV LP 19-20 11/11/2020 3/3/2024 2/9/2024 30,311 30,311  30,311 -      -      R$ 6.1857
                   
Total at 12/31/2024     12,954,382 12,954,382 30,311 12,924,071 -       

 

     
  98

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

37.6. Direct granting of shares

In 2024, 1,272,107 shares were transferred to the Company’s Management.

 

Total shares granted by month
Period     Number of shares granted
January     1,378
February     1,241
April     458,636
May     248,181
June     12,140
July     4,255
August     4,300
September     5,223
October     418,492
November     1,434
December     116,827
       
Shares granted - 2024     1,272,107

 

38. ADDITIONAL INFORMATION OF THE CASH FLOW STATEMENTS

 

In compliance with items 43 and 44(a) of NBC TG 03/R3 (CVM Resolution 92/22) - Statement of Cash Flows, the following table presents the changes in liabilities from financing activities arising from operations with and without cash effect.

 

Parent
Description Balance at
December 31,
2023

 

 

Cash flow   New
contracts
  Non-cash change   Balance at
December 31,
2024
  Exchange rate
fluctuation
  Reclassification to
assets held for sale
  Other (a)    
Loans, financing and debentures        12,394,670           600,919                 -           1,238,252                     5,280,407        1,739,610             21,253,858
Lease payable              17,990              (5,394)        360,608                      -                                (676)              1,327              373,855
Capital reserves and treasury shares           (515,881)          (560,970)                 -             (433,432)                                -          (631,153)             (2,141,436)
Financial investments and marketable securities          2,087,328         3,630,618                 -                      -                                   -                   -            5,717,946
                           
         13,984,107         3,665,173        360,608              804,820                     5,279,731        1,109,784            25,204,223

 

(a) The amounts presented under other for loans, financing, debentures and leases payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the fiscal year.

 

                          Consolidated
Description Balance at
December 31,
2023
  Cash flow Non-cash change   Balance at
December 31,
2024
  New
contracts
  Exchange rate
fluctuation
  Reclassification to
assets held for sale
  Other (a)    
Non-controlling interest        17,258,511           (638,356)                  -              (373,957)                           -            867,770          17,113,968
Loans, financing and debentures        51,585,592         (9,081,859)                  -            8,945,412               5,280,407         4,394,079             61,123,631
Lease payable          4,238,561         (1,314,391)       1,736,088               212,189                       (676)             24,429            4,896,200
Capital reserves and treasury shares           (515,881)         (1,210,856)                  -              (433,432)                           -             18,733           (2,141,436)
Financial investments and marketable securities        15,738,139          2,384,349                  -               204,151                           -                     -          18,326,639
                           
         88,304,922         (9,861,113)       1,736,088            8,554,363               5,279,731         5,305,011            99,319,002

 

(a) The amounts presented under other for loans, financing, debentures and leases payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the fiscal year and for non-controlling interest refers to the amount attributed to profit or loss for the fiscal year.

 

     
  99

 

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated financial statements
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

39. EVENTS AFTER THE REPORTING PERIOD

 

Sale of assets

On February 11, 2024, there was an update on the sale of Uruguay assets (“discontinued operation”), as disclosed in Note 12 – Assets and liabilities held for sale and discontinued operations. 

 

     
  100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.2 3 ea024266202ex99-2_brf.htm MARFRIG GLOBAL FOODS S.A. INTERIM FINANCIAL INFORMATION, INDIVIDUAL AND CONSOLIDATED AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025

Exhibit 99.2

 

CONTENTS

 

Independent auditor's report  
Independent Auditor’s Report on the Separate and Consolidated Financial Statements 03
     
Financial Statements  
Balance sheet 05
Statement of income 07
Statement of comprehensive income 08
Statement of cash flows 09
Statement of changes in equity 10
Statement of value added 11
     
Management Report  
Management report  
     
Notes to the separate and consolidated financial statements  
1. Operations 12
2. Presentation and preparation of the parent company and consolidated financial statements 12
3. Summary of material accounting policies 14
     
Assets  
4. Cash and cash equivalents 18
5. Financial investments and marketable securities 18
6. Trade accounts receivable 20
7. Inventories 21
8. Biological assets 21
9. Recoverable taxes 22
10. Notes receivable 23
11. Advances to suppliers 23
12. Assets and liabilities held for sale and discontinued operations 24
13. Deferred income and social contribution taxes 25
14. Investments 25
15. Investment property 29
16. Property, plant and equipment 30
17. Right-of-use assets 31
18. Intangible assets 32
     
Liabilities and Equity  
19. Trade accounts payable 33
20. Accrued payroll and related charges 33
21. Taxes payable 34
22. Loans, financing and debentures 35
23. Advances from customers 37
24. Lease payable 37
25. Notes payable 39
26. Provision for contingencies 39
27. Equity 42
     
Income or Loss  
28. Net sales revenue 45
29. Costs and expenses by nature 46
30. Net financial result 46
31. Earnings (loss) per share 47
     
Financial instruments  
32. Financial instruments and risk management 47
     
Taxes on income  
33. Income and social contribution taxes 58
     
Other information  
34. Segment reporting 58
35. Insurance coverage 59
36. Related-party transactions 60
37. Management compensation 62
38. Additional information of the cash flow statements 63
39. Events after the reporting period 63
     
Statements  
Statement of executive officers on the financial statements  
Statement of executive officers on the independent auditors report  

 


 

 

(Free translation from the original issued in Portuguese. In the event of any discrepancies, the Portuguese language version shall prevail.)

 

Independent auditors' report on
review of interim financial
information

   
  Grant Thornton Auditores
  Independentes Ltda.
   
  Av. Eng. Luiz Carlos Berrini, 105 -
  12o andar, Itaim Bibi - São Paulo (SP)
  Brasil
  T +55 11 3886-5100
  www.grantthorntan.com.br

 

To the board of Directors and Shareholders of

Marfrig Global Foods S.A.

São Paulo – SP

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information of Marfrig Global Foods S.A. (the Company), comprised in the Quarterly Information Form for the quarter ended March 31, 2025, comprising the balance sheet as of March 31, 2025, and the respective statements of income, of comprehensive income, of changes in shareholders' equity and cash flows for the period of three months then ended, including the explanatory notes.

 

Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with NBC TG 21 – Interim Financial Reporting and with international standard IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board [Iasb], such as for the presentation of these information in accordance with the standards issued by the Brazilian Exchange Securities Commission, applicable to the preparation of interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Review scope

 

We conducted our review in accordance with the Brazilian and International standards on reviews of interim information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). The review of interim information consists of making inquiries, primarily of persons responsible for the financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with audit standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved | Marfrig Global Foods | GTB52675   03

 


 

 

Conclusion on the individual and consolidated interim financial information

 

Based on our review, nothing has come to our attention that causes us to believe that the individual and consolidated interim financial information included in the quarterly information form referred to above has not been prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of interim financial information and presented in accordance with the standards issued by the Brazilian Securities Exchange Commission.

 

Other matters

 

Statements of value added

 

The quarterly information referred to above includes the individual and consolidated statements of value added for the period of three months ended March 31, 2025, prepared under the responsibility of the Company's management, and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the same review procedures in conjunction with the review of the Company's interim financial information in the order to conclude they are reconciliated to the interim financial information and to the accounting records, as applicable, and whether the structure and content are in accordance with the criteria established in the NBC TG 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added were not prepared, in all material respects, in accordance with the individual and consolidated interim financial information taken as a whole.

 

São Paulo, May 15, 2025

 

Grant Thornton Auditores Independentes Ltda.

CRC 2SP-025.583/O-1

 

/s/ Jefferson Coelho Diniz  

Jefferson Coelho Diniz

Accountant CRC 1SP-277.007/O-8

 

 

© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved | Marfrig Global Foods | GTB52675   04

 


 

MARFRIG GLOBAL FOODS S.A.
 
Balance sheet
As at March 31, 2025 and December 31, 2024
(In thousands of Brazilian reais - R$)

 

ASSETS
                     
        Parent   Consolidated
    NE   03/31/2025   12/31/2024   03/31/2025   12/31/2024
                     
CURRENT ASSETS                    
Cash and cash equivalents   4   263,664   732,320   3,855,210   4,516,687
Financial investments and marketable securities   5   3,074,381   5,717,946    16,121,532    18,002,828
Trade accounts receivable   6   8,285,525   9,153,215   7,919,133   9,175,814
Inventories   7   655,099   664,152    11,062,645    11,482,938
Biological assets   8   -   -   3,724,163   2,926,421
Recoverable taxes   9   900,359   756,930   3,801,014   3,235,325
Prepaid expenses         14,210    6,229   644,435   425,830
Notes receivable   10   670,476   650,180     34,280     59,452
Advances to suppliers   11     57,021   2,458,770   419,009   2,739,402
Derivative financial instruments   32    4,967    8,629   253,747     84,969
Restricted cash       -   -   262,686   276,025
Dividends receivable       -   -    1,169    851
Other receivables       80,548     98,457   610,991   586,066
                     
         14,006,250    20,246,828    48,710,014    53,512,608
                     
Assets held for sale   12   931,355   999,649   1,343,629   1,422,058
                     
Total current assets        14,937,605    21,246,477    50,053,643    54,934,666
                     
                     
NON-CURRENT ASSETS                    
Financial investments and marketable securities   5   -   -   291,374   323,811
Trade accounts receivable   6   -   -     24,767     22,620
Judicial deposits         55,871     58,201   489,427   487,501
Recoverable taxes     9   5,404,988   5,509,034   9,601,944    10,141,498
Notes receivable     10   2,699,430   2,890,719    8,243    8,635
Restricted cash       -   -     64,287     60,790
Deferred income and social contribution taxes   13   1,947,201   1,505,854   5,108,406   4,476,955
Derivative financial instruments   32     14,710   12   412,814   251,582
Other receivables          733    409   218,909   249,999
                     
         10,122,933   9,964,229    16,220,171    16,023,391
                     
Biological assets     8   -   -   3,385,909   1,787,237
Investments   14    25,450,335    23,231,783   700,270   224,843
Investment property   15   120,317   116,794   120,317   116,794
Property, plant and equipment   16   2,257,478   2,217,560    40,427,521    41,246,113
Right-of-use assets   17   340,603   359,527   4,775,229   4,049,362
Intangible assets   18   225,817   232,139    19,671,286    19,127,733
                     
         28,394,550    26,157,803    69,080,532    66,552,082
                     
Total non-current assets        38,517,483    36,122,032    85,300,703    82,575,473
                     
                     
TOTAL ASSETS        53,455,088    57,368,509     135,354,346     137,510,139

 

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

 

  05

 

MARFRIG GLOBAL FOODS S.A.
 
Balance sheet
As at March 31, 2025 and December 31, 2024
(In thousands of Brazilian reais - R$)

 

LIABILITIES AND EQUITY
                     
        Parent   Consolidated
    NE   03/31/2025   12/31/2024   03/31/2025   12/31/2024
                     
CURRENT LIABILITIES                    
Trade accounts payable   19   1,695,094   1,801,269    20,897,879    20,261,845
Accrued payroll and related charges   20   186,092   217,460   2,372,190   2,351,893
Taxes payable   21   22,679   18,818   1,215,626   1,236,661
Loans, financing and debentures   22   2,989,160   4,479,301   6,621,740   8,352,851
Advances from customers   23   4,470,046   4,789,380   5,570,128   6,089,060
Lease payable   24   34,158   29,004   1,246,651   1,204,466
Notes payable   25   74     62,360   272,447   220,653
Provision for contingencies   26   -   -   721,318   784,296
Derivative financial instruments   32   46,134     63,917   104,999   450,945
Dividends and interest on equity paid       165    284    2,971    2,792
Other payables       22,504     16,113   1,150,340   1,242,969
                     
        9,466,106    11,477,906    40,176,289    42,198,431
                     
Liabilities related to held-for-sale assets   12   -   -   847,228   767,344
                     
Total current liabilities       9,466,106    11,477,906    41,023,517    42,965,775
                     
                     
NON-CURRENT LIABILITIES                    
Deferred income and social contribution taxes   13   -   -   9,525,016   8,755,947
Trade accounts payable   19   -   -    6,108     11,767
Accrued payroll and related charges   20   -   -   457,797   467,127
Taxes payable     21    848     58,867   196,041   258,302
Loans, financing and debentures   22    17,824,694    16,774,557    51,261,829    52,770,780
Lease payable     24   338,737   344,851   4,444,635   3,691,734
Notes payable     25    21,732,699    24,486,804     31,812     39,156
Provision for contingencies   26   285,963   222,059   6,632,557   6,607,415
Derivative financial instruments   32   989,575   1,179,321   1,198,809   1,415,527
Other payables       -   -   525,353   588,497
                     
Total non-current liabilities        41,172,516    43,066,459    74,279,957    74,606,252
                     
                     
EQUITY                    
Share capital   27.1    10,367,391     10,367,391    10,367,391    10,367,391
Capital reserve and treasury shares   27.2    (1,943,472)    (2,141,436)    (1,943,472)    (2,141,436)
Legal reserve   27.3   624,664   624,664   624,664   624,664
Tax incentive reserve   27.4   964,286   964,286   964,286   964,286
Earnings reserve   27.5   2,637,330   2,637,330   2,637,330   2,637,330
Other comprehensive income   27.6    (9,921,865)    (9,628,091)    (9,921,865)    (9,628,091)
Retained earnings         88,132   -     88,132   -
Controlling shareholders’ equity       2,816,466   2,824,144   2,816,466   2,824,144
Non-controlling interest       -   -    17,234,406    17,113,968
                     
Total equity       2,816,466   2,824,144    20,050,872    19,938,112
                     
TOTAL LIABILITIES AND EQUITY        53,455,088    57,368,509     135,354,346     137,510,139

 

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

 

  06

 

MARFRIG GLOBAL FOODS S.A.
 
Statement of income
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except earnings per share)
                     
        Parent    Consolidated 
        YTD    YTD    YTD    YTD 
    NE   2025    2024    2025    2024 
NET SALES REVENUE   28   2,481,488   2,141,416    39,405,009    31,590,916
                     
Cost of products and goods sold   29    (1,941,657)    (1,757,286)     (34,762,076)     (27,753,193)
GROSS PROFIT       539,831   384,130   4,642,933   3,837,723
                     
Operating expenses       (58,200)    (316,799)    (3,369,289)    (2,961,053)
                     
Selling expenses   29    (135,885)    (128,810)    (2,738,153)    (2,468,695)
General and administrative expenses   29   (89,018)   (48,225)    (646,965)    (464,744)
Equity in earnings (losses) of subsidiaries   14   190,643    (154,103)    1,922   (14,407)
Other operating income (expenses)       (23,940)     14,339     13,907   (13,207)
Net income before financial income (expenses)       481,631     67,331   1,273,644   876,670
                     
Net financial result   30    (834,330)    (109,319)    (1,340,081)    (972,504)
                     
Financial income       1,431,575   824,554   3,731,428   1,926,083
Financial expenses        (2,265,905)    (933,873)    (5,071,509)    (2,898,587)
LOSS BEFORE TAXES        (352,699)   (41,988)   (66,437)   (95,834)
                     
Income and social contribution taxes       441,347     68,913   491,801   228,168
                     
Current income and social contribution taxes   33   -     27,016   (85,105)   (93,563)
Deferred income and social contribution taxes   33   441,347     41,897   576,906   321,731
                     
NET PROFIT FOR THE PERIOD FROM CONTINUED OPERATIONS         88,648     26,925   425,364   132,334
                     
Net income (loss) for the period from discontinued operations   12     (744)     35,693     (744)     35,652
                     
Net income for the period from continuing and discontinued operations         87,904     62,618   424,620   167,986
                     
Net income attributable to:                    
Controlling interest - continuing operation         88,648     26,925     88,648     26,925
Controlling interest - discontinued operation         (744)     35,693     (744)     35,693
Controlling interest         87,904     62,618     87,904     62,618
                     
Non-controlling interest - continuing operation       -   -   336,716   105,409
Non-controlling interest - discontinued operation       -   -   -    (41)
Non-controlling interest       -   -   336,716   105,368
                     
          87,904     62,618   424,620   167,986
                     
Basic and diluted earnings per share - common continuing operation         0.1023     0.0423     0.1023     0.0423
Basic and diluted earnings (losses) per share - common discontinued operation       (0.0009)     0.0561   (0.0009)     0.0561
BASIC AND DILUTED EARNINGS (LOSSES) PER SHARE - COMMON   31     0.1014     0.0984     0.1014     0.0984

 

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

 

  07

 

MARFRIG GLOBAL FOODS S.A.
 
Statement of comprehensive income
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$)

 

  Parent   Consolidated
  YTD   YTD   YTD   YTD
  2024   2023   2024   2023
               
NET INCOME FOR THE PERIOD   87,904     62,618   424,620   167,986
               
Exchange variation on net investments and balance sheet translation  (430,913)     22,884    (493,033)     82,964
Gains (losses) on net investment hedge   52,043   (29,491)   103,071   (58,909)
Gains (losses) on net interest hedge 158,276    (139,991)   158,276    (139,991)
Actuarial gains (losses) on pension plans and post-employment benefits  632     (3,590)    1,252     (7,169)
Gains on investments at FVOCI  324   -    642   -
Equity amounts related to assets held for sale (74,136)   (38,805)   (74,136)   (38,805)
               
Total comprehensive income for the period  (293,774)    (188,993)    (303,928)    (161,910)
               
TOTAL COMPREHENSIVE INCOME  (205,870)    (126,375)   120,692    6,076
               
Attributable to:              
Controlling interest - continuing operation  (205,126)    (162,068)    (205,126)    (162,068)
Controlling interest - discontinued operation   (744)     35,693     (744)     35,693
               
Controlling interest  (205,870)    (126,375)    (205,870)    (126,375)
               
               
Non-controlling interest - continuing operation -   -   326,562   132,492
Non-controlling interest - discontinued operation -   -   -    (41)
               
Non-controlling interest -   -   326,562   132,451

 

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

 

  08

 

MARFRIG GLOBAL FOODS S.A.
 
Statement of cash flows
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$)

 

    Parent   Consolidated
      YTD   YTD   YTD   YTD
      2025   2024   2025   2024
                   
NET INCOME FROM CONTINUING OPERATIONS IN THE PERIOD       88,648     26,925     88,648     26,925
NON-CASH ITEMS     449,556   218,558   3,634,612   2,915,338
                   
Depreciation and amortization       63,609     33,731   1,794,756   1,696,151
Non-controlling interest     -   -   336,716   105,409
Provision for contingencies       81,492     17,916   169,462   137,229
Deferred taxes and tax liabilities      (441,347)   (41,897)    (576,906)    (321,731)
Equity in earnings of subsidiaries      (190,643)   154,103     (1,922)     14,407
Exchange variation on financing     (52,207)     80,432    (837,547)   389,642
Exchange variation on other assets and liabilities     204,254    (440,651)   926,434    (493,776)
Interest expenses on financial debt     674,258   407,094   1,456,873   1,073,583
Interest expenses on finance lease      259    328   104,014     98,462
Cost with issue of financial operations       19,252    9,394     50,343     35,919
Adjustment to present value and market-to-market       5   40   293,076   170,957
Estimated (reversion) losses on inventories      2,053     (1,806)    5,064     (7,032)
Estimated losses on doubtful accounts      115    248    9,775     30,448
Estimated losses on non-realization of recoverable taxes       91,960   -     95,809    3,473
Revaluation of investment property       (3,523)     (1,629)     (3,523)     (1,629)
Other non-cash effects     19    1,255    (187,812)   (16,174)
EQUITY CHANGES      (1,909,207)    (2,170,205)    (762,689)    (1,555,561)
                   
Trade accounts receivable     485,927   506,520   333,699   1,413,167
Inventories      7,000   (48,315)   (15,766)   377,901
Biological assets - current     -   -    (166,447)    (126,190)
Judicial deposits and contingencies     (15,258)   (14,538)    (203,895)    (105,721)
Accrued payroll and related charges     (31,368)     (2,592)   (12,756)    (134,445)
Trade accounts payable and supplier chain financing     292,213    (1,738,468)   927,984    (3,084,886)
Current and deferred taxes      (178,029)    4,557    7,942   275,148
Notes receivable and payable      (2,240,520)    (985,483)    (1,159,947)   (23,992)
Derivative financial instruments      (245,167)   108,550    (196,156)     51,441
Other assets and liabilities       15,995     (436)    (277,347)    (197,984)
CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES      (1,371,003)    (1,924,722)   2,960,571   1,386,702
                   
Investments     (58,267)   (26,859)    (511,106)   (39,485)
Cash from acquisition of related-party     -   -     15,272   -
Investments in fixed assets     (78,300)   (84,752)    (501,747)    (409,289)
Investments in non-current biological assets     -   -    (389,802)    (353,243)
Investments in intangible assets     -   -   (48,352)   (41,018)
Financial investments and marketable securities     2,643,565    (1,657,645)   1,831,292    (1,379,097)
CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES     2,506,998    (1,769,256)   395,557    (2,222,132)
                   
Loans and financing      (1,081,307)   601,244    (2,409,049)    (1,928,968)
Loans obtained     1,864,571   1,521,407    24,060,233    18,582,974
Loans settled      (2,945,878)    (920,163)     (26,469,282)     (20,511,942)
Payment of derivatives - fair value hedge     -   -   (52,867)   (85,737)
Leases paid       (1,224)     (1,366)    (302,346)    (294,627)
Treasury shares      (383,037)   (63,928)    (799,778)    (199,023)
Dividends received (paid) in the period       (119)   993,300     (119)   -
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES      (1,465,687)   1,529,250    (3,564,159)    (2,508,355)
                   
Exchange variation on cash and equivalents      (138,964)     76,661    (568,340)   335,960
Discontinued operations net of cash     -   250,861   114,894   241,475
CASH FLOW IN THE PERIOD      (468,656)    (1,837,206)    (661,477)    (2,766,350)
                   
CASH AND CASH EQUIVALENTS                  
                   
Balance at end of the period     263,664   103,031   3,855,210   3,693,862
Balance at beginning of the period     732,320   1,940,237   4,516,687   6,460,212
                   
CHANGE IN THE PERIOD      (468,656)    (1,837,206)    (661,477)    (2,766,350)

 

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

 

  09

 

MARFRIG GLOBAL FOODS S.A.
 
Statement of changes in equity
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$)

 

    Share capital   Capital reserve and treasury
shares
  Legal reserve   Tax incentive
reserve
  Earnings
reserve
  Other
comprehensive
income
  Acumulated
losses
  Total   Total non-
controlling
interest
  Total equity
AT DECEMBER 31, 2023    10,367,391    (515,881)   484,848   229,403   2,927,390   (5,861,827)    -   7,631,324    17,258,511    24,889,835
Cumulative translation adjustment and asset valuation adjustment    -   (49,710)    -    -    -   22,884    229   (26,597)     60,080     33,483
Aquisition of treasury shares    -   (63,928)    -    -    -   -    -   (63,928)    -   (63,928)
Losses on net investment hedge    -    -    -    -    -   (29,491)    -   (29,491)   (29,418)   (58,909)
Losses on net interest hedge    -    -    -    -    -    (139,991)    -    (139,991)    -    (139,991)
Actuarial losses on pension plans and post-employment benefits    -    -    -    -    -   (3,590)    -     (3,590)     (3,579)     (7,169)
Share-based payment in subsidiary BRF    -    2,810    -    -    -   -    -    2,810    2,802    5,612
Treasury shares in subsidiary BRF    -   (67,631)    -    -    -   -    -   (67,631)   (67,464)    (135,095)
Gain on BRF capital transactions    -    1,012    -    -    -   -    -    1,012        1,012
Equity amounts related to assets held for sale    -    -    -    -    -   (38,805)    -   (38,805)       (38,805)
Net income for the period    -    -    -    -    -   -     62,618     62,618   105,368   167,986
AT MARCH 31, 2024    10,367,391    (693,328)   484,848   229,403   2,927,390    (6,050,820)     62,847   7,327,731    17,326,300    24,654,031
                                         
    Share capital   Capital reserve and treasury
shares
  Legal reserve   Tax incentive
reserve
  Earnings
reserve
  Other
comprehensive
income
  Retained
earnings
  Total   Total non-
controlling interest
  Total equity
AT DECEMBER 31, 2024   10,367,391    (2,141,436)   624,664   964,286   2,637,330    (9,628,091)    -   2,824,144    17,113,968    19,938,112
Cumulative translation adjustment and asset valuation adjustment    -   144,186    -    -    -   (430,913)    228    (286,499)   (62,120)    (348,619)
Aquisition of treasury shares    -    (383,037)    -    -    -   -    -    (383,037)    -    (383,037)
Gains on net investment hedge    -    -    -    -    -    52,043    -     52,043     51,028   103,071
Gains on net interest hedge    -    -    -    -    -     158,276    -   158,276    -   158,276
Actuarial gains on pension plans and post-employment benefits    -    -    -    -    -   632    -    632    620    1,252
Gains on investments at FVOCI    -    -    -    -    -   324    -    324    318    642
Share-based payment in subsidiary BRF    -    197    -    -    -   -    -    197    193    390
Treasury shares in subsidiary BRF    -    (210,424)    -    -    -   -    -    (210,424)    (206,317)    (416,741)
Capital transactions with related party    -   647,042    -    -    -   -    -   647,042    -   647,042
Equity amounts related to assets held for sale      -    -    -    -    -   (74,136)    -   (74,136)    -   (74,136)
Net income for the period    -    -    -    -    -   -     87,904     87,904   336,716   424,620
AT MARCH 31, 2025   10,367,391   (1,943,472)   624,664   964,286   2,637,330   (9,921,865)   88,132   2,816,466   17,234,406   20,050,872

 

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

 

  10

 

MARFRIG GLOBAL FOODS S.A.
 
Statement of value added
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$)

 

    Parent   Consolidated
    YTD   YTD   YTD   YTD
    2025   2024   2025   2024
REVENUE   2,664,975   2,298,227    42,228,357    33,831,571
Sales of goods and services   2,664,931   2,298,330    41,847,203    33,640,436
Other revenues    159    145   390,929   221,583
Estimated losses on doubtful accounts     (115)     (248)     (9,775)   (30,448)
                 
INPUTS PURCHASED FROM THIRD PARTIES (including taxes - ICMS, IPI, PIS and COFINS)   2,032,680   1,815,311    33,916,778    26,737,798
Cost of goods sold and services rendered   1,586,327   1,505,917    28,106,430    22,220,478
Materials, energy, outsourced services and other   444,300   311,200   5,805,284   4,524,352
Impairment/recovery of assets    2,053     (1,806)    5,064     (7,032)
                 
GROSS VALUE ADDED   632,295   482,916   8,311,579   7,093,773
Depreciation and amortization   63,609     33,731   1,794,756   1,696,151
                 
NET VALUE CREATED BY THE COMPANY   568,686   449,185   6,516,823   5,397,622
                 
VALUE ADDED RECEIVED THROUGH TRANSFER   1,621,474   1,004,124   3,836,305   2,412,701
Equity in earnings (losses) of subsidiaries   190,643    (154,103)    1,922   (14,407)
Financial income   1,431,575   824,554   3,731,428   1,926,083
Discontinued operation   (744)   333,673   102,955   501,025
                 
TOTAL VALUE ADDED TO BE DISTRIBUTED   2,190,160   1,453,309    10,353,128   7,810,323
                 
VALUE ADDED DISTRIBUTION   2,190,160   1,453,309    10,353,128   7,810,323
                 
EMPLOYEES   178,290   138,236   3,539,585   2,997,259
Direct compensation   130,023   104,151   2,867,417   2,441,898
Benefits     37,114     26,148   570,512   465,390
FGTS (severance pay fund)     11,153    7,937   101,656     89,971
                 
TAXES PAYABLE    (346,662)     16,586   1,115,259   1,193,471
Federal    (393,246)   (32,004)   253,734   366,938
State     42,625     44,095   839,799   803,108
Municipal    3,959    4,495     21,726     23,425
                 
VALUE DISTRIBUTED TO PROVIDERS OF CAPITAL   2,270,628   1,235,869   5,273,664   3,451,607
Financial expenses   2,265,905   933,873   5,071,509   2,898,587
Rentals    4,723    4,016     98,456     87,648
Discontinued operation    -   297,980   103,699   465,372
                 
VALUE DISTRIBUTED TO SHAREHOLDERS     87,904     62,618   424,620   167,986
Net income from operations in the period     87,904     62,618     87,904     62,618
Non-controlling interest    -    -   336,716   105,368

 

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

  11

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

1. OPERATIONS

 

Marfrig Global Foods S.A. (“Company” or “Marfrig”) is a multinational corporation operating in the food industry, in the food service, retail and convenience, industrial and export channels in Brazil and around the world. With a production footprint spanning the Americas, it has a diversified and comprehensive portfolio of products and its operations are founded on its commitment to excellence and quality, which has assured its products presence in the world’s largest restaurant chains and supermarkets, as well as homes in nearly 100 countries. The Company’s activities include the production, processing, further processing, sale and distribution of animal-based products (beef, pork, lamb, fish and poultry), pastas, margarine, pet food, plant-based proteins, including also breeding, rearing and confinement processes and agricultural production focused on the cultivation of grains and fodder for animal feed. The Company is domiciled in Brazil and headquartered in the city of São Paulo.

 

The Company is a publicly held corporation with its shares listed on the New Market listing segment of the Brazilian Stock Exchange B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the ticker MRFG3. Because it is listed on the Novo Mercado special corporate governance segment of B3, the Company is subject to arbitration under the Market Arbitration Chamber, pursuant to the arbitration clause in its by-laws. It also trades as a Level I American Depositary Receipt (ADR), under the ticker MRRTY, on the Over-the-Counter (OTC) Market in the United States. Each ADR (USOTC:MRRTY) corresponds to one common share (BOV:MRFG3).

 

The Company’s stock is also a component of the main performance indicators of Brazil’s Capital Markets, such as the Bovespa Index. The Company stock is also a component of the stock indexes of the Brazilian Stock Exchange: Bovespa Index (IBOV); Value Index (IVBX 2); Agribusiness Index (AGFS - IAGRO); BM&FBOVESPA Broad Brazil Index (IBrA); Brazil Index 100 (IBrX 100); Brazil Index 50 (IBrX 50); Consumption Index (ICON); Corporate Governance Trade Index (IGCT); Special Corporate Governance Stock Index (IGC); Novo Mercado Corporate Governance Index (IGC-NM); Industrial Sector Index (INDX); Special Tag-Along Stock Index (ITAG); Small Cap Index (MLCX); and BM&FBOVESPA Dividend Index (IDIV B3). The Company's stock is also part of the sustainability reference index: Carbon Efficient Index (ICO2).

 

2. PRESENTATION AND PREPARATION OF THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

The Management of the Company approved the issue of these individual and consolidated interim financial statements on May 15, 2025, and warrants that, based on its judgment, all material information is substantiated and corresponds to that used in its management activities.

 

2.1. Statement of compliance

Consolidated interim financial statements

The Company’s consolidated interim financial statements were prepared and are presented in accordance with accounting policies adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

 

The accounting policies adopted in Brazil include those provided for in Brazilian Corporation Law, the Brazilian Accounting Standards (NBCs) and resolutions and instructions issued by the Securities and Exchange Commission of Brazil (CVM).

 

The individual and consolidated Statement of Value Added is required under Brazilian Corporation Law and the accounting policies adopted in Brazil applicable to listed companies. IFRS standards do not require said statement. As a result, under IFRS, this statement is being presented as supplementary information, without prejudice to the complete set of interim financial statements.

 

     
  12

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Individual interim financial statements

The parent company interim financial statements were prepared based on the accounting policies adopted in Brazil and resolutions issued by CFC and are disclosed jointly with the consolidated financial statements, observing the accounting guidelines based on Brazilian Corporation Law (Federal Law 6,404/76), which include the provisions introduced, amended and revoked by Law 11,638 of December 28, 2007 and Law 11,941 of May 27, 2009. The aforementioned laws include other changes, but only the main changes occurred for the Company are presented.

 

There is no difference between the equity and consolidated income (loss) and the parent’s equity and income (loss) disclosed in the interim financial statements. Thus, the interim financial statements are being presented in the same document.

 

2.2. Basis of presentation

The interim financial statements were prepared on the historical cost basis, unless otherwise stated. Assets, liabilities and financial instruments, when indicated, may be stated at fair value.

 

The preparation of interim financial statements in accordance with IFRS and NBCs requires the use of certain accounting estimates by the Company’s management. The areas involving judgment or the use of estimates relevant for the financial statements are mentioned in Note 3.1.3 to the financial statements as of December 31, 2024.

 

The interim financial statements are denominated in Brazilian real (R$), which is the Company’s functional and reporting currency.

 

2.3. Functional currency

The interim financial statements of each consolidated subsidiary and those used as a basis for accounting for investments under the equity method are prepared using the functional currency of each entity.

 

Under NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements, functional currency is the currency of the primary economic environment in which the entity operates. To define the functional currency of each subsidiary, Management considered which currency significantly influences the sale price of their goods and services and the currency in which most of their production input costs are paid or incurred.

 

2.4. Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency of the Company using the exchange rate at the transaction date. Gains and losses resulting from the difference between the monetary asset and liability balance translation at the end of the period or year and the translation of the transaction balances are recognized in the statement of income. Non-monetary assets and liabilities in foreign currency measured at fair value are translated at the exchange rate on the date on which their fair value is determined and the differences resulting from such translation will be recognized under other comprehensive income on the closing date of each period or fiscal year.

 

Group companies

The results of operations and the financial position of all consolidated subsidiaries and investments accounted for under the equity method, whose functional currency differs from the reporting currency, are translated from the reporting currency, as follows:

 

a) Asset and liability balances are translated using the exchange rate in effect at the date of the consolidated financial statements;
b) Statement of income accounts are translated using the monthly average exchange rate, except for subsidiaries located in hyperinflationary economies (closing rate); and
c) All differences arising from the foreign currency translation are recognized in equity and in the statement of comprehensive income under “Cumulative translation adjustment”.

 

     
  13

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

3.1. Material accounting policies

The individual and consolidated interim financial statements were prepared in accordance with NBC TG 21/R4 (CVM Resolution 102/22) – Interim Financial Statements, which sets forth the minimum interim accounting information to be reported and the principles of recognition and measurement for complete or condensed interim financial statements. Thus, the quarterly information presented here was prepared based on the accounting policies and estimate calculation methods used while preparing the annual financial statements for the year ended December 31, 2024. There has been no change in said policies and estimate calculation methods.

 

As allowed by NBC TG 21/R4 (CVM Resolution 102/22) and based on the recommendations contained in Official Letter CVM/SNC/SEP/No. 003/2011, management chose not to report once again the details presented in note 3 to the annual financial statements for the year ended December 31, 2024, with the summary of material accounting policies, to avoid repeating the information already disclosed in its latest annual financial statements. As a result, users must read these individual and consolidated interim financial statements together with the annual individual and consolidated financial statements for the year ended December 31, 2024, to have a better understanding.

 

3.2. New standards and interpretations

3.2.1. New and revised standards applied

Management believes that the following standards or technical interpretations have not had and will not have significant impacts on the Company:

 

Standard

Description

Effective date

IAS 28/

CPC 18 (R3)

CVM Resolution 211 makes Technical Pronouncement CPC 18 (R3) – Investments in Associates and Joint Ventures, issued by the Brazilian Accounting Pronouncements Committee (CPC), mandatory for listed companies, pursuant to Appendix “A” of the Resolution, revoking CVM Resolution 118.

Effective for annual periods beginning on or after January 1, 2025.

 

ICPC 09 (R3) CVM Resolution 212 makes Technical Interpretation ICPC 09 (R3) – Individual Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method, issued by the CPC, mandatory for listed companies, revoking CVM Resolution 124.

Effective for annual periods beginning on or after January 1, 2025.

 

IAS 21/

CPC 02 (R2)

 

IFRS 1/

CPC 37 (R1)

CVM Resolution 213 makes Revision Document of Technical Pronouncement 27, issued by the CPC, mandatory for listed companies. The document presents amendments to Technical Pronouncements CPC 02 (R2) - The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements and CPC 37 (R1) - First-time Adoption of the International Financial Reporting Standards.

Effective for annual periods beginning on or after January 1, 2025.

 

IAS 21/

CPC 02 (R2)

The amendments require the disclosure of information that allows users of financial statements to understand the impact of a currency not being exchangeable.

Effective for annual periods beginning on or after January 1, 2025.

 

 

     
  14

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

3.2.2 New standards, amendments and interpretations to existing standards that are not yet mandatory or effective at March 31, 2025

Management is assessing whether the following standards and amendments will have significant impacts on the Company:

 

Standard Description Effective date

IFRS S1 – (CVM Resolution
217/2024)

 

IFRS S2 – (CVM Resolution
218/2024)

On December 26, 2023, CVM approved Resolution 193/23, which establishes the voluntary option for disclosure of sustainability-related financial information, in accordance with the standards issued by the International Sustainability Standard Board (“ISSB”), which provide new requirements for disclosure of sustainability-related risks and opportunities and specific climate-related disclosures, respectively. Accordingly, listed companies, investment funds and securitization companies may voluntarily adopt these requirements for annual periods beginning on or after January 1, 2024 and adoption will be mandatory for annual periods beginning on or after January 1, 2026.
IFRS 18 The IFRS Accounting Standards, international standard-setting body, issued, on April 9, 2024, IFRS 18 - Presentation and Disclosure in Financial Statements. This standard is the result of a project initiated in April 2016 and now, issued in final form, will modify mainly the presentation format of the Statement of Profit or Loss and require new information related to management-defined performance measures; and

Effective for annual periods beginning on or after January 1, 2027.

 

IFRS 19 The IFRS Accounting Standards, international standard-setting body, issued, on May 9, 2024, the new standard IFRS 19, entitled “Subsidiaries without Public Accountability: Disclosures”. This standard aims to allow an eligible subsidiary to provide reduced disclosures when applying IFRS Standards in the preparation of its financial statements. To be eligible, the entity must be a subsidiary, must not have public accountability, and must have a parent that publishes consolidated financial statements, available for public use, that comply with IFRS Standards.

Effective for annual periods beginning on or after January 1, 2027.

 

 

3.3. International Tax Reform

In December 2021, the Organization for Economic Cooperation and Development (“OCDE”) disclosed the rules of the Pillar Two applicable to multinational groups with consolidated revenues exceeding € 750 million in at least two of the last four years. These rules require the calculation of the effective tax rate in each jurisdiction where they operate, and if this rate is lower than the minimum defined rate of 15%, the multinational group will be required to pay a supplementary amount.

 

Since 2024, the Company has applied these rules in Austria, South Africa, Netherlands, United Kingdom and Turkey, with no significant impacts to date. In Brazil, the partial adoption of Pillar Two occurred through Provisional Measure 1,262, Regulatory Instruction 2,228/24 and Law 15,079/24, which introduced the Qualified Domestic Minimum Top-up Tax (QDMTT), as an addition to the CSLL, effective as from January 1, 2025. The Company continues to assess the potential impacts of this new taxation to the Group.

 

3.4. Consolidated financial statements

The consolidated accounting information includes information about the Company and its subsidiaries. The interim accounting information of foreign subsidiaries was prepared in accordance with the law of each country where the companies are located and was converted into the accounting policies issued by the IFRS Accounting Standards.

 

     
  15

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The table below presents the direct (blue) and indirect equity interests included in the interim financial statements:

 

EQUITY INTEREST  
   
Parent Core activity
Marfrig Global Foods S.A.

Processing of products (formed by cattle slaughter facilities in operation, which are also used in beef processing, and for the manufacture of animal nutrition products) and sale of animal-based (beef, pork, lamb, fish and poultry) and plant-based proteins. Located in the States of São Paulo, Mato Grosso, Mato Grosso do Sul and Rio Grande do Sul, in addition to distribution centers in the States of São Paulo, Rio de Janeiro and Rio Grande do Sul, which are also used for beef processing.

 

SUBSIDIARIES CORE ACTIVITY
Masplen Ltd. Holding company
Pampeano Alimentos S.A. Producer of canned meat and other processed products
MFG Agropecuária Ltda. Agricultural activities, related foreign trade, provision of livestock services, supply of labor and operation as holding company.
Agropecuária Jacarezinho Ltda. Exploration, marketing, provision of services and technical assistance related to livestock (cattle breeding)
Fazenda São Marcelo Ltda. Exploration and trade of livestock (cattle breeding) and agricultural products.
Marfrig Overseas Ltd. Specific purpose entity - SPE
Marfrig Comercializadora de Energia Ltda. Energy trading and associated services
Inaler S.A. (a) Processing and marketing of products
Establecimientos Colonia S.A. (a) Processing and marketing of products
Frigorífico Tacuarembó S.A. Processing and marketing of products
Indusol S.A. Specific Purpose Entity - SPE for commission of industry in Uruguay
Prestcott International S.A. (a) Holding company
Cledinor S.A. Manufacturing and trade of products: beef and lumb
Abilun S.A. Holding company
Dicasold S.A. Marketing and distribution of food products
Marfrig Chile S.A. Processing and marketing of products
MFG Holdings SAU Holding company
Quickfood S.A. Processing and marketing of products
Estancias del Sur S.A. (b) Processing and marketing of products
Marfrig Holdings (Europe) B.V. Holding company whose purpose is to raise funds
Marfrig Beef (UK) Limited Holding company
Weston Importers Ltd. Trading
MARB Bondco PLC Holding company whose purpose is to raise funds
MBC Bondco Limited (b) Holding company whose purpose is to raise funds
Marfrig Beef International Ltd. Holding company
MFG US Holdings, LLC Holding company
Marfrig NBM Holdings Ltd. Holding company
Marfrig US Holdings, LLC Holding company
Beef Holdings Limited Holding company
COFCO Keystone Supply Chain (H. Kong) Investment Ltd. Joint venture
COFCO Keystone Supply Chain (China) Investment Ltd. Joint venture
NBM US Holdings, Inc. Holding company whose purpose is to raise funds
MF Foods USA LLC Marketing of products
Plant Plus Foods , LLC (c) Processing and marketing of products
Plant Plus Foods Brasil Ltda. (c) Processing and marketing of products
Plant Plus Foods Canada Inc. (b) Processing and marketing of products
VG HilarysEatWell, LCC (b) Processing and marketing of products
National Beef Packing Company, LLC Processing and marketing of products
Iowa Premium, LLC Processing and marketing of products
National Carriers, Inc. Transportation
NCI Leasing, Inc. Leasing transportation
National Beef California, LP Processing and marketing of products
National Beef Japan, Inc. Marketing of products
National Beef Korea, Ltd. Marketing of products
Kansas City Steak Company, LLC DTC Marketing of products
National Elite Transportation, LLC Transportation
National Beef Leathers, LLC Processing of leather
National Beef de León S. de R.L. de C.V. Processing of leather
National Beef Ohio, LLC Processing and marketing of products
National Beef aLF, LLC Holding company
alF Ventures, LLV Processing and marketing of products
Zutfray S.A. Processing and marketing of products

     
  16

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

EQUITY INTEREST - CONTINUED  
SUBSIDIARIES CORE ACTIVITY
BRF S.A. Processing and marketing of products
BRF GmbH Holding company
BRF Foods UK Ltd. Provision of administrative and marketing services
BRF Arabia Holding Company JCS Holding company
Addoha Poultry Company (d) Processing and marketing of products
Al Samina Agricultural Production Company (d) Raising broiler chickens
BRF Arabia Food Industry Ltd. Preparation of meat, seafood and production of oils and fats
BRF Foods GmbH (e) Processing, import and sale of products
BRF Foods LLC Processing, import and sale of products
Al Khan Foodstuff LLC ("AKF") (f) Import, sale and distribution of products
TBQ Foods GmbH Holding company
Banvit Bandirma Vitaminli Yem Sanayii AS Import, processing and sale of products
BRF Global Company Nigeria Ltd. Provision of marketing and logistics services
BRF Global Company South Africa Proprietary Ltd. Provision of administrative, marketing and logistics services
BRF Global GmbH Holding and trading
BRF Japan KK Provision of services, import, export, manufacturing and trade of products
BRF Korea LLC Provision of marketing and logistics services
BRF Kuwait Food Supply Management Co. (f) Import, sale and distribution of products
BRF Shanghai Management Consulting Co. Ltd. Provision of consulting and marketing services
BRF Shanghai Trading Co. Ltd. Import, export and sale of products
BRF Singapore Foods PTE Ltd. Provision of administrative, marketing and logistics services
Eclipse Holding Cöoperatief U.A. Holding company
ProudFood Lda. Import and sale of products
Sadia Chile SpA Import, export and sale of products
One Foods Holdings Ltd. Holding company
Al-Wafi Food Products Factory Sole Propr. LLC Import, export, processing and sale of products
Badi Ltd. Holding company
Al-Wafi Al-Takamol International for Foods Products Import and sale of products
Joody Al Sharqiya Food Production Factory LLC Import and sale of products
Federal Foods LLC (f) Import, sale and distribution of products
Federal Foods Qatar (f) Import, sale and distribution of products
BRF Energia S.A. Energy trading
BRF Pet S.A. Production and sale of animal feed and nutrients
Hecosul Alimentos Ltda. (g) Production and sale of animal feed
Hercosul Distribuição Ltda. (g) Import, export, wholesale and retail of products
Hercosul International S.R.L. Production, export, import of animal feed and nutrition products
Hercosul Soluções em Transportes Ltda. Road freight
Mogiana Alimentos S.A. Production, distribution and sale of pet food products
Potengi Holdings S.A. (h) Holding company
PR-SAD Administração de Bem Próprio S.A. Asset management
Sadia Alimentos S.A.U. Holding company
Sadia Uruguay S.A. Import and sale of products
MBR investimentos Ltda. Holding of interests in companies, management of companies and enterprises and management of company-owned assets

(a)     Assets held for sale.

(b)     The operations of subsidiaries MBC Bondco Limited, VG HilarysEatWell LLC and PlantPlus Foods Canada Inc. were discontinued in 2024 and the operation of Estancias del Sur S.A. will be discontinued in 2025. These companies are in the process of corporate closure.

(c)     With the completion of acquisitions of interests of (subsidiary) BRF S.A. in Plant Plus Foods, LLC. and Plant Plus Brasil, which occurred, respectively, on January 23, 2025 and February 14, 2025, these subsidiaries began to be consolidated in the Company's accounting information.

(d)     On January 14, 2025, a shareholders' agreement was signed ensuring effective participation in the management of Addoha. Al Samina is a wholly owned subsidiary of Addoha.

(e)     On February 1, 2025, BRF Foods GmbH was merged into BRF GmbH.

(f)     For these entities, there are agreements that guarantee total economic rights, except for AKF, for which the economic rights are 99%.

(g)     On January 2, 2025, subsidiaries Hercosul Alimentos Ltda. and Hercosul Distribution Ltda. were merged into Mogiana Alimentos S.A.

(h)     Associate with a subsidiary of Auren Energia S.A., whose economic interest is 24%.

 

     
  17

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

4. CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents group is composed of cash and demand deposits, as follows:

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Cash and banks  31,476  716,435    2,578,667  3,321,225
Cash equivalents  232,188  15,885    1,276,543  1,195,462
           
   263,664  732,320    3,855,210  4,516,687

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Cash and cash equivalents          
Brazilian real  232,621  18,257    470,329  322,396
US dollar  30,840  713,852    2,824,952  3,486,396
Euro  203  211    52,226  30,694
Turkish Lira  -     -       4,807  6,348
Saudi Riyal  -     -       96,753  256,879
Other  -     -       406,143  413,974
   263,664  732,320    3,855,210  4,516,687

 

5. FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES

 

The table below shows the financial investments and marketable securities by type:

 

    Parent 
  PMPV (a) Currency Average
interest rate
p.a.
03/31/2025  12/31/2024 
Financial investments:          
Bank Deposit Certificates - CDB - BRL 14.30%  564,946  1,570,296
Repurchase and reverse repurchase agreements - BRL 13.96%  1,156,691  2,730,075
Brazilian prize-draw investment bonds - BRL -      1,763  1,763
Time deposit - USD 4.32%  1,273,577  1,271,870
FIDC (b) 0.29 BRL 18.15%  26,901  27,592
Investment fund - BRL 11.83%  2,323  69,576
           
Total financial investments        3,026,201  5,671,172
           
Marketable securities          
LFT - Financial Treasury Bill (c) 0.43 BRL 14.25%  48,180  46,774
           
Total marketable securities        48,180  46,774
TOTAL FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES       48,180  5,717,946 
Total financial investments and marketable securities      3,074,381  5,717,946

 

(a)  Weighted average maturity in years.

(b)  The average term presented in the FIDC transaction is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden.

(c)  The average term presented in the LFT transaction is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden.

 

     
  18

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

        Consolidated 
  PMPV (a) Currency Average
interest rate
p.a.%
03/31/2025  12/31/2024 
Financial investments:          
Bank Deposit Certificates - CDB 0.28 BRL 14.25% 6,394,273 5,287,255
Repurchase and reverse repurchase agreements  -     BRL 13.48% 1,501,420 3,229,238
Fixed-income securities  -     BRL 9.12%  19,985  -
Brazilian prize-draw investment bonds  -     BRL -       1,786  1,763
Offshore note  -     BRL -       - 1,501,608
Time deposit (b) 0.06 Turkish Lira 45.23% 830,673 715,371
Time deposit (b) 0.03 USD 3.96% 5,946,791 5,104,085
Time deposit (b) 0.29 South Korean Won 2.63% 82 87
Time deposit (b) 0.49 Paraguayan Guarani 4.94%  7,200  7,900
Time deposit (b) 0.01 Arab Dirham 3.25% 104,818 102,947
Time deposit (b) 0.01 Saudi Riyal 5.50% 254,426 959,103
Time deposit (b) 0.20 AOA 11.22%  53,125  55,449
FIDC (c) 0.61 BRL 10.71%  45,566  46,042
Investment fund  -     BRL 11.83%  2,323   69,576 
           
Total financial investments        15,162,468  17,080,424
           
Marketable securities          
B3 marketable securities 0.08 BRL -      20 20
LFT - Financial Treasury Bill (c) 0.64 BRL 12.97%  84,257  81,805
NTN - National Treasury Notes 8.52 BRL 11.63% 893,451 859,029
ADRs securities(d) 1.08 USD -      14,356  15,481
External credit note(e) 5.05 USD 6.81% 258,354 289,880
           
Total marketable securities       1,250,438 1,246,215
           
Total financial investments and marketable securities    16,412,906  18,326,639
           
Current assets       16,121,532 18,002,828
Non-current assets       291,374 323,811
(a) Weighted average maturity in years.
(b) Transactions have daily liquidity and can be redeemed at any time.
(c) The average term presented is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden.
(d) Represented by shares of Aleph Farms, Ltd.
(e) Investments in private securities and Angolan Government securities, which are presented net of expected credit losses in the amount of R$ 23,255 (R$ 22,530 at December 31, 2024). Refer to Bonds in US Dollars, with a weighted average rate of 6.81% (6.82% in December 2024).

 

Subsidiary BRF pledged the amount of R$ 26,100 (R$ 69,753 in December 2024) as collateral, with no restrictions, for future contracts traded on the B3, referring to cash and cash equivalents and marketable securities.

 

     
  19

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

6. TRADE ACCOUNTS RECEIVABLE

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Trade accounts receivable – domestic  154,971  225,362    3,971,399  5,052,649
Third parties  85,765  158,864    3,971,384  5,050,539
Related parties(a)  69,206  66,498    15  2,110
           
Trade accounts receivable – foreign  8,130,554  8,927,853    3,972,501  4,145,785
Third parties  57,011  98,895    3,972,501  4,145,785
Related parties(a)  8,073,543  8,828,958    -   - 
   8,285,525  9,153,215    7,943,900  9,198,434
           
Amounts not yet due  8,201,151  9,122,711    6,432,160  7,758,085
Amounts overdue:          
From 1 to 30 days  2,747  29,751    1,166,485  1,206,429
From 31 to 60 days  75  428    203,614  169,517
From 61 to 90 days  81,552  325    143,365  84,528
More than 90 days  44,175  44,060    869,515  829,723
(-) Present value adjustment  -   -     (32,888)  (39,291) 
(-) Estimated losses on doubtful accounts  (44,175)  (44,060)    (838,351)  (810,557) 
           
   8,285,525  9,153,215    7,943,900  9,198,434
           
Current assets  8,285,525  9,153,215    7,919,133  9,175,814
Non-current assets  -   -     24,767  22,620

(a)   Trade accounts receivable with related parties are detailed in Note 36 – Related-party transactions.

 

The estimated loss on doubtful accounts was set up in an amount deemed sufficient by Management to cover any losses on the realization of its receivables, based on the individual and historical analysis of outstanding receivables.

 

Changes in estimated losses on doubtful accounts are as follows:

 

  Parent   Consolidated
Balance at December 31, 2024 (44,060)   (810,557)
Estimate accrued, net (115)   (9,775)
Write-offs   (60,421)
Translation gains (losses)   43,871 
Acquisition of related party   (1,469)
Balance at March 31, 2025 (44,175)   (838,351)

 

In June 2014, a receivables backed investment (Fundo de Investimento de Direitos Creditórios - FIDC) was created to sell a portion of the receivables from the installment sale in the domestic market, in the amount of R$ 150,000 (principal). In the period ended March 2025, there were R$ 99,913 in invoices negotiated with the fund MRFG (R$ 106,196 in December 2024).

 

The Company, through its subsidiary BRF, conducts credit assignments with no right of recourse with Fundo de Investimento em Direitos Creditórios Clientes BRF (“FIDC BRF II”), which exclusively operates in acquiring credit rights arising from commercial transactions carried out with customers in Brazil.

 

In the period ended March 2025, FIDC BRF II had an outstanding balance of R$ 979,936 (R$ 959,434 in December 2024) related to such credit rights, which were derecognized from the Company's balance sheet at the time of assignment.

 

In the period ended March 2025, subsidiary BRF has insurance, letters of credit and other guarantees referring to sales in installments in foreign markets, in the amount of R$ 1,561,120 (R$ 1,441,599 in December 2024).

 

     
  20

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

7. INVENTORIES

 

Inventories of finished products were carried at average purchase and/or production cost, as explained below:

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
Finished products 542,776  541,100    6,663,868  6,808,523 
Work in progress   588,374  545,729 
Raw materials 27,951  29,654    1,920,419  2,325,265 
Packaging and storeroom supplies 91,849  98,822    2,061,271  1,954,807 
(-) Present value adjustment (a)   (130,994) (115,546)
(-) Estimated losses (7,477) (5,424)   (40,293) (35,840)
  655,099  664,152    11,062,645  11,482,938 

(a)    Refers to the balancing entry of initial recording of the adjustment to present value of trade accounts payable of subsidiary BRF, which is allocated to costs according to the inventory turnover.

 

The Company grounds its estimates on historical losses and assessment of subsequent realization (market), as follows:

 

  Parent   Consolidated
Balance at December 31, 2024 (5,424)   (35,840)
Estimate accrued, net (2,053)   (5,064)
Translation gains (losses) -      611 
Balance at March 31, 2025 (7,477)   (40,293)

 

The Company’s Management assessed the estimated net realizable value for inventories, and concluded that the recognized amount is sufficient.

 

8. BIOLOGICAL ASSETS

 

Biological assets comprise cattle, poultry, pigs, forestry and plantations as detailed below:

 

  Consolidated
  03/31/2025 12/31/2024
Biological assets - cattle 738,545 81,788
Biological assets - poultry 1,157,745 1,110,101
Biological assets - pigs 1,807,949 1,734,532
Biological assets - plantations 19,924 -
Biological assets - current 3,724,163 2,926,421
     
Biological assets - cattle 1,566,030 -
Biological assets - poultry 696,558 677,210
Biological assets - pigs 639,811 639,689
Biological assets - forestry 483,510 470,338
Biological assets - non-current 3,385,909 1,787,237
     
Total 7,110,072 4,713,658

 

     
  21

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

8.1. Changes in biological assets (current)

        Consolidated
  Cattle Poultry Pigs Plantations Total
Balance at December 31, 2024  81,788  1,110,101   1,734,532   -       2,926,421 
Increase due to acquisitions  45,742   4,205,107   2,674,102   -       6,924,951 
Acquisition of related party  641,968   -        -       19,924  661,892 
Animal feeding expenses  13,538   -        -        -       13,538 
Decrease due to sales  (7,236)  -        -        -       (7,236)
Net decrease due to deaths  (230)  -        -       -       (230)
Changes in fair value less costs to sell  6,335   875,401   138,837   -       1,020,573 
Translation gains (losses)  (7,257)  (23,341)  -        -       (30,598)
Transfers to inventories  (36,103)  (5,009,523)  (2,739,522)  -       (7,785,148)
           
Balance at March 31, 2025  738,545   1,157,745   1,807,949   19,924   3,724,163 

 

8.2. Changes in biological assets (non-current)

    Consolidated
  Cattle Poultry Pigs Forestry Total
Balance at December 31, 2024  -       677,210   639,689   470,338   1,787,237 
Increase due to acquisitions  -       52,426   137,799   23,004   213,229 
Acquisition of related party  1,566,030  -       -       -       1,566,030 
Changes in fair value less costs to sell  -       211,984   (35,411)  -       176,573 
Depreciation / depletion  -       (238,962)  (102,266)  (10,245)  (351,473)
Reclassification(a)  -       -       -       413   413 
Translation gains (losses)  -       (6,100)  -       -       (6,100)
           
Balance at March 31, 2025  1,566,030  696,558   639,811   483,510   3,385,909 

(a) Amounts reclassified from right-of-use assets.

 

Subsidiary BRF has forestry areas pledged as collateral for financing, tax and civil contingencies in the amount of R$ 57,501 in the period ended March 31, 2025 (R$ 70,025 in December 2024).

 

9. RECOVERABLE TAXES

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
ICMS and IVA (State VAT)  384,959   388,487     2,962,506   2,914,034 
IPI (Excise Tax)  3,675   3,622     1,191,822   1,182,006 
INSS (National Institute of Social Security)  -       -         420,545   422,163 
PIS and COFINS (taxes on sales) credits  2,317,661   2,209,820     4,417,785   4,370,281 
IRRF, IRPJ and CSLL (taxes on income) recoverable  3,904,614   3,877,914     4,722,985   4,702,802 
Other  15,923   15,646     202,135   203,938 
(-) Estimated impairment  (321,485)  (229,525)    (514,820)  (418,401)
           
   6,305,347   6,265,964     13,402,958   13,376,823 
           
Current assets  900,359   756,930     3,801,014   3,235,325 
Non-current assets  5,404,988   5,509,034     9,601,944   10,141,498 

 

     
  22

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

9.1. ICMS (State VAT)

Up to March 31, 2025, R$ 336,000 (R$ 256,000 in December 2024) had been transferred and subsidiary BRF offset R$ 247,144 (R$178,076 in December 2024) related to the agreement for the acquisition of R$ 463,000 in ICMS credits determined in the State of São Paulo and owned by the Parent, considering a discount compatible with the market. The credits are being used according to the monthly calculation of subsidiary BRF in the State, with full offset expected up to July 2025.

 

9.2. Estimated impairment of taxes

Estimated losses were calculated based on Management's best judgment of the realization of the Company's recoverable taxes balances, on PIS and COFINS credits in Brazil and taxes on financial transactions in Argentina.

 

In the period ended March 2025, the changes in this item were as follows:

 

  Parent   Consolidated
Balance at December 31, 2024  (229,525)    (418,401)
Net estimate (a)  (91,960)    (95,809)
Acquisition of related party  -         (733)
Translation gains (losses)  -         123 
       
Balance at March 31, 2025  (321,485)    (514,820)

 

(a) Based on its assessment, the Company concluded that it was necessary to recognize impairment of PIS and COFINS taxes and taxes on financial transactions, in March 2025, in an amount considered sufficient to cover any losses on realization of such tax credits.

 

10. NOTES RECEIVABLE

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
Related parties(a)  3,368,827   3,539,815     -       26,601 
Sale of poultry farm (b)  -       -         37,315   38,255 
Adjustment to present value  -       -         (4,829)  (5,910)
Other notes receivable (c)  1,079   1,084     10,037   9,141 
           
   3,369,906   3,540,899     42,523   68,087 
           
Current assets  670,476   650,180     34,280   59,452 
Non-current assets  2,699,430   2,890,719     8,243   8,635 

 

(a)  The amount presented in the Parent refers mostly to balances resulting from loan transactions with its subsidiaries, as described in Note 36 – Related-party transactions.
(b) The amount presented substantially refers to the sale of poultry farms in Guatambu and Concordia.
(c) The amount presented substantially refers to the sale of a hatchery in Caxias do Sul.

 

11. ADVANCES TO SUPPLIERS

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
Third parties  57,021  160,471    418,762  441,103
Related parties(a)  -       2,298,299    247  2,298,299
           
   57,021  2,458,770    419,009  2,739,402

 

(a) The balances of advances to suppliers with related parties are detailed in Note 36 - Related-party transactions.

 

     
  23

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

12. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

 

On February 11, 2025, pursuant to the Material Fact disclosed, Minerva S.A. (“Minerva”) submitted a new request to the Comisión de Promoción Y Defensa de la Competencia (“Coprodec”) for approval of the acquisition of the “Uruguay Operation”. Considering the latest opinion of Coprodec regarding the original request, Minerva submitted an alternative proposal.

 

The proposal submitted does not entail any change to the conditions originally agreed in the asset sale and purchase agreement of August 28, 2023.

 

The individual and consolidated assets and liabilities held for sale in relation to the Uruguay assets, considering the elimination of balances between the group’s companies, are as follows:

 

      Assets         Liabilities
  Parent   Consolidated     Parent   Consolidated
CURRENT ASSETS 03/31/2025   03/31/2025   CURRENT LIABILITIES 03/31/2025   03/31/2025
Cash and cash equivalents  -         105,004    Trade accounts payable - third parties  -         395,835
Financial investments and marketable securities  -         11,922    Accrued payroll and related charges  -         74,389
Trade accounts receivable - third parties  -         14,462    Taxes payable  -         26,230
Inventories  -         147,572    Loans and financing  -         199,993
Recoverable taxes  -         17,369    Advances from customers - third parties  -         362
Advances to suppliers  -         2,299    Other payables  -         13,679
Other receivables  -         3,784           
                 
   -         302,412       -         710,488
                 
NON-CURRENT ASSETS         NON-CURRENT LIABILITIES      
Deferred income and social contribution taxes  -         32,877    Deferred income and social contribution taxes  -         1,714
          Loans and financing  -         135,026
   -         32,877       -         136,740
                 
Investments  931,355     -           
Property, plant and equipment  -         392,168           
Intangible assets  -         616,172           
                 
   931,355     1,008,340           
   931,355     1,041,217           
TOTAL ASSETS HELD FOR SALE  931,355     1,343,629    TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE  -         847,228

 

The results of discontinued operations in the periods ended March 2025 and 2024, considering the elimination of balances between the group’s companies, are presented below:

 

  Parent   Consolidated
  YTD YTD   YTD YTD
  2025 2024   2025 2024
NET SALES REVENUE  -     1,101,710    74,720   750,785 
           
Cost of products and goods sold  -     (869,361)    (23,580)  (506,303)
           
GROSS PROFIT  -     232,349     51,140   244,482 
           
Operating income (expenses)  (744)  (129,638)    (47,935)  (162,527)
Net financial result  -     (142,445)    (6,710)  (127,168)
           
Profit (loss) before taxes  (744)  (39,734)    (3,505)  (45,213)
INCOME AND SOCIAL CONTRIBUTION TAXES  -     75,427     2,761   80,865 
           
Net income (loss) for the period from discontinued operations  (744)  35,693     (744)  35,652 
           
Controlling interest - discontinued operation  (744)  35,693     (744)  35,693 
Non-controlling interest - discontinued operation  -     -       -     (41)
           
   (744)  35,693     (744)  35,652 

 

     
  24

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The discontinued cash flow in the periods ended March 2025 and 2024, considering the elimination of balances between the group’s companies, is presented below:

 

    Parent     Consolidated
  YTD YTD   YTD YTD
  2025 2024   2025 2024
Parent’s profit (loss) for the period - discontinued  (744)  35,693     (744)  35,693 
           
Non-cash items  744   99,776     4,031   115,703 
Equity changes  -     (80,430)    115,463   (12,988)
Cash flow provided by operating activities  -     55,039     118,750   138,408 
Cash flow used in investing activities  -     (8,676)    (12,181)  (22,209)
Cash flow provided by (used in ) in financing activities  -     204,379     (2,057)  162,369 
Exchange variation on cash and equivalents - discontinued operation  -     -       (5,697)  5,755 
           
Cash flow for the period  -     250,742     98,815   284,323 
           
(-) Cash and cash equivalents  -     (119)    (16,079)  42,848 
           
Discontinued operations net of cash  -     250,861     114,894   241,475 
           

 

13. DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
Income tax  1,431,033  1,106,513    3,943,835   3,443,414 
Social contribution tax  516,168  399,341    1,164,571   1,033,541 
           
Deferred tax assets  1,947,201  1,505,854    5,108,406   4,476,955 
           
Income tax  -     -       (7,053,562)  (6,489,730)
Social contribution tax  -     -       (2,471,454)  (2,266,217)
           
Deferred tax liabilities  -     -       (9,525,016)  (8,755,947)
           
Total deferred taxes  1,947,201  1,505,854    (4,416,610)  (4,278,992)

 

The following table presents the breakdown of deferred taxes:

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
           
Income tax losses  2,574,915   2,543,291     5,860,363   5,406,582 
Social contribution tax loss carryforwards  927,965   916,580     2,014,398   1,845,843 
Temporary differences - assets  225,920   191,399     2,423,121   2,008,544 
Temporary differences - liabilities  (1,781,599)  (2,145,416)    (14,714,492)  (13,539,961)
           
Deferred taxes, net  1,947,201   1,505,854     (4,416,610)  (4,278,992)

 

14. INVESTMENTS

 

  Parent   Consolidated
  03/31/2025 12/31/2024   03/31/2025 12/31/2024
Interest in subsidiaries and associates  25,194,002  22,955,323    -     -   
Goodwill derived from business combinations  246,323  266,450    -     -   
Other investments (a)  10,010  10,010    700,270  224,843
           
   25,450,335  23,231,783    700,270  224,843

 

(a)   Investment in joint ventures, which is updated using the equity method, or investment in companies, recognized at cost.

 

     
  25

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

14.1. Direct investments by the parent

 

Information and changes on investments in subsidiaries in the period ended March 2025 is shown below:

 

  Marfrig Chile S.A.   Frigorífico Tacuarembó S.A.   Masplen Ltd   Marfrig Overseas Ltd.   Marfrig Comercializadora de Energia Ltda.   Marfrig Holdings (Europe) B.V   Marfrig Beef (UK) Limited   Marfrig Beef International Ltd.   Abilun S.A.   MFG Holdings SAU   Quickfood S.A.   BRF S.A.   PlantPlus Brasil   Zutfray S.A.   Pampeano S.A.    
                                                               
Shares/Units of interest  10,000    163,518,797     5,050     1     40,000,000     426,842    2,001     2,001     400,000     300,000,000     83,071,700,036     1,682,473,246     28,921,047     10,000     2,019,572,730     
% interest  99.50    99.96     100.00     100.00     99.99     100.00    100.00     100.00     100.00     100.00     9.99     50.49     0.24     100.00     99.28     
Total assets  349,589    1,090,632     19,794     1,772,921     2,027,108     5,701,335    2,887,872     4,739,336     86,425     1,677,424     1,717,095     88,507,422     17,775     37,989     4,142,715     
Total liabilities  161,518    952,907     2,149     1,608,743     2,011,470     1,764,051    1,055,897     3,125,019     68,096     1,418,765     1,181,443     58,110,146     11,856     37,835     1,491,596     
Share capital  69,595    36,711     21,197     -    40,000     2,675,377    2,358,455     1,117,917     54     2,700     506,030     13,349,156     28,921     2     2,019,573     
Equity  188,071    137,725     17,645     164,178     15,638     3,937,284    1,831,975     1,614,317     18,329     258,659     535,652     30,397,276     5,919     154     2,651,119     
Net income (loss)  6,215    10,324     (15,611)    55,469     (3,876)    36,150    30,389     (308,265)    3,460     (23,588)    (31,531)    746,118     (210)    329     (15,436)    
                                                               
Balance at December 31, 2024  258,995    136,453     (276,918)    117,460     19,513     4,207,610    1,943,062     2,066,982     15,270     180,113     52,420     14,234,348     15     -    -    22,955,323
                                                               
Acquisition  -    -    -    -    -    -    -    -    -    -    -     -    -    39     -    39
Dividends  (68,530)    -    -    -    -    -    -    -    -    -    -     -    -    -     -    (68,530)
REP (a)  6,226     10,039     3,506     55,469     (3,876)    36,150    30,389     (308,263)    3,460     (23,749)    (3,153)    376,652      -    1,207     -    184,057
Capital increase  -    -     -     -     -    -     -     -     -     1,096     5,826     -     -    -     2,004,876     2,011,798
Increase (decrease) in equity interest  -    -     (362,920)    -     -    -     -     -     -     -     -     -     -    -     362,920     -
Capital transactions  -    -     647,042     -     -    -     -     -     -     51,345     -     (210,227)    -    (172)    -    487,988
Other comprehensive income  (9,559)    (10,478)    155     (8,751)    -    (306,477)    (141,478)    (144,402)    (400)    (3,823)    (1,535)    250,117     -    (42)    -    (376,673)
Other (to be detailed) -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -
Balance at March 31, 2025 (b)  187,132     136,014     10,865     164,178     15,637     3,937,283    1,831,973     1,614,317     18,330     204,982     53,558     14,650,890     15     1,032     2,367,796     25,194,002

 

(a)   Equity in earnings (losses) of subsidiaries.

(b)  Refers to the percentage of the Company's interest in its subsidiaries, adjusted by unrealized profits on inventories upon the consolidation of balances.

 

     
  26

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

14.1.1. Investment in subsidiaries reclassified to assets held for sale

The balance of investments in subsidiaries of R$ 931,355, reclassified to assets held for sale, includes goodwill derived from business combinations of subsidiaries Inaler S.A. (R$ 127,081), Prestcott International S.A. (R$ 72,794) and Establecimientos Colonia S.A. (R$ 388,994), in Note 12 – Assets and liabilities held for sale, these amounts are presented in the Parent under Investments, and in the Consolidated under Intangible assets and, in addition to these amounts, changes are shown below:

 

  Inaler S.A. Prestcott International S.A. Estab. Colonia S.A.  
Shares/Units of interest  325,673,004  15,927,783  256,562,625  
% interest  100.00  100.00  100.00  
Total assets  259,206  491,879  609,965  
Total liabilities  233,514  397,780  385,444  
Share capital  53,284  16,779  199,278  
Equity  25,692  94,099  224,521  
Net income (loss)  (1,424)  374  7,949  
       
Balance at December 31, 2024  29,287  101,229  232,816  363,332
         
REP (a)  -  -  6,586  6,586
REP (a) (discontinued operation)  (1,496)  172  580  (744)
Other comprehensive income  (2,159)  (7,537)  (16,992)  (26,688)
         
Balance at March 31, 2025 (b)  25,632  93,864  222,990  342,486

(a)    Equity in earnings (losses) of subsidiaries.

(b)   Refers to the percentage of the Company's interest in its subsidiaries, adjusted by unrealized profit on inventories upon the consolidation of balances.

 

14.2. DIRECT INVESTMENTS

Below are the changes in direct investments in the period ended March 2025:

 

14.2.1. BRF S.A.

Weather events in Rio Grande do Sul

On May 1, 2024, Rio Grande do Sul declared a state of public calamity throughout its territory affected by extreme weather events, causing material and environmental damages, with the destruction of homes, roads and bridges, compromising the operation of local and regional public and private institutions and closing public roads, in which it incurred losses and additional expenses related to the production process recognized under “cost of products and goods sold” in the Consolidated in the amount of R$ 1,184 in the period ended March 2025.

 

Acquisition of interest in Addoha Poultry Company

On October 31, 2024, BRF Arabia Holding Company (“BRF Arabia”), an indirect subsidiary 70% owned by subsidiary BRF and 30% by Halal Products Development Company (“HPDC”), in turn, a wholly-owned subsidiary of the Public Investment Fund (“PIF”) of Saudi Arabia, signed a binding contract to acquire 26% of Addoha Poultry Company (“Addoha”), a company operating in poultry slaughter in Saudi Arabia.

 

On January 14, 2025, a shareholders' agreement was signed between subsidiary BRF Arabia and the current shareholders of Addoha, ensuring effective participation in the company’s management and allowing the know-how of subsidiary BRF and HPDC to contribute to maximize synergies between the entities. On the same date, the acquisition was completed and, of its total amount of SAR 316,200 (R$ 511,105), R$ 188,351 was recorded as investment and R$ 322,754 was recorded as goodwill based on expected future profitability.

 

As Addoha is an associate of BRF Arabia, and due to the fact that there is significant influence in this associate, the investment was accounted for using the equity method, and the amount of R$ 4,341 was recorded as Equity in earnings (losses) of subsidiaries in the period ended March 2025.

 

     
  27

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Acquisition of a processed products plant in the province of Henan in China

On November 20, 2024, BRF GmbH, a wholly-owned subsidiary of subsidiary BRF, entered into a binding agreement with Henan Best Foods Co. Ltd., a subsidiary of the OSI Group, a North American food processing company, to acquire a processing plant in the province of Henan in China.

 

On April 30, 2025, the transaction was closed for a total amount of US$ 44,986 (equivalent to R$ 254,630 on this date), and did not represent a business combination, as it comprised only a transaction involving the acquisition of assets.

 

The plant has two food processing lines, with capacity for 28 thousand tons/year and possibility of expansion for two additional lines. The acquisition consolidates the presence of subsidiary BRF in the Chinese market and consolidates its capacity to serve customers in the region.

 

Gelprime term of agreement

On December 17, 2024, an agreement was signed between MBR Investimentos Ltda. (“MBR”), a wholly-owned subsidiary of BRF, and the companies Viposa Participações Ltda., Indústria e Comércio de Couros Britali Ltda. and Vanz Holdings Ltda. which currently hold 100% of the capital of Gelprime Indústria e Comércio de Produtos Alimentícios Ltda. (“Gelprime”), a company that produces, sells and distributes gelatine and collagen by processing raw materials of animal origin.

 

The agreement establishes the main conditions for the acquisition, by MBR, of a 50% interest in the capital of Gelprime (“Acquisition”) for R$ 312,500, subject to any adjustments.

 

On March 14, 2025, in continuation of the agreement, an Investment Agreement was signed, also providing that the acquisition will be segregated into subscription and purchase and sale of shares, which may be subject to adjustments and, depending on its performance over the next three years, the price may be increased by an amount of up to US$ 13,600, equivalent to R$ 78,082 on the date of the Investment Agreement. On the same date, subsidiary BRF made an advance for future capital increase in the amount of R$ 60,000 to MBR, which used the amount to make an initial advance payment for the total acquisition value.

 

The completion of the transaction is subject to the compliance with certain conditions precedent usual for this type of transaction, including the transformation of Gelprime into a corporation, and prior approval of the transaction by the Administrative Council for Economic Defense – CADE.

 

14.2.2. MFG HOLDING SAU

On February 10, 2025, the Company approved a capital increase in MFG Holding SAU in the amount of ARS 200,000,000 (R$ 1,096), from ARS 300,000,000 (R$1,800) to ARS 500,000,000 (R$ 2,700). The premium on the issue of shares was increased by ARS 9,373,739,362 (R$ 51,345).

 

14.2.3. QUICKFOOD S.A.

On March 12, 2025, a capital increase in QuickFood S.A. in the amount of ARS 10,637,499,999 (R$ 58,266) was approved. The capital was increased to ARS 93,709,200,035 (R$ 506,030). The amounts were contributed by the shareholders as follows: ARS 9,573,867,012 (R$ 52,440) contributed by MFG Holding SAU and ARS 1,063,632,987 (R$ 5,826) contributed by Marfrig Global Foods S.A.

 

14.2.4. PAMPEANO ALIMENTOS S.A.

At March 31, 2025, the Company approved a capital increase in Pampeano Alimentos S.A. in the amount of R$ 2,004,876, through the issue of 2,004,876 million registered common shares, with no par value, issued at the unit price of R$1.00 per share, fully subscribed and paid-in by the Company on that date. The share capital increased from R$ 14,697 to R$ 2,019,573, and the Company now directly holds a 99.28% interest in Pampeano Alimentos S.A. and 0.72% indirectly through its subsidiary Masplen Ltd.

 

     
  28

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

14.3. INDIRECT INVESTMENTS

Below are the changes in direct investments in the period ended March 2025:

 

14.3.1. MFG AGROPECUÁRIA LTDA.

Pursuant to the material fact released by the Company on March 21, 2025, the Company proceeded with the acquisition of certain cattle confinement and agricultural production units from MFG Agropecuária S.A., through its subsidiary Pampeano S.A. The transaction was carried out for the amount of R$ 48 million, paid in April 2025. The acquisition is the result of a bargain purchase, which, in accordance with current standards, in the case of companies under the same common control, was recorded in equity as capital transactions with a related party, in the net amount of R$ 647,042.

 

14.3.2. PLANTPLUS FOODS, LLC

On November 7, 2024, the Company and Archer-Daniels-Midland Company (“ADM”), which provided ingredients and technical know-how for the development of plant-based products, mutually agreed to terminate the partnership in which a 30% interest was held by ADM. The Company maintained its 70% interest.

 

The transfer of the PlantPlus Foods, LLC units to subsidiary BRF, equivalent to a 30% equity interest, occurred on January 23, 2025, after approval without reservations by CADE. Accordingly, as from February 2025, PlantPlus Foods, LLC are consolidated in the Company's interim financial statements.

 

14.4. JOINT VENTURES

All joint ventures are accounted for using the equity method and are not consolidated in accordance with NBC TG 18/R3 (CVM Resolution 118/22) - Investments in Associates and Joint Ventures. The Company's interests in joint ventures are described below:

 

a) The Company, through its direct subsidiary BRF, holds a 24.0% interest in Potengi Holdings S.A. headquartered in Brazil; and
b) The Company, through its indirect subsidiary Beef Holdings Limited, holds a 45.0% interest in COFCO Keystone Supply Chain Invest. Ltd, headquartered in Hong Kong.

 

15. INVESTMENT PROPERTY

 

Investment property refers to tanneries and industrial plants that, under the Company’s strategy, are held to generate lease income, whose amounts are recognized at fair value.

 

  Parent and Consolidated
  Land Constructions
and buildings
Total
Tannery in Promissão  4,391  3,314  7,705
Tannery in Bataguassú  -       44,166  44,166
Plant in Capão do Leão  3,522  46,749  50,271
Plant in Mato Leitão  2,355  15,820  18,175
       
Net balance at 03/31/2025  10,268 110,049   120,317

 

Changes in investment properties:

 

  Parent and Consolidated
  12/31/2024 Change in
fair value
03/31/2025
Tannery in Promissão  7,435 270  7,705
Tannery in Bataguassú  44,166  -        44,166
Plant in Capão do Leão  47,844  2,427  50,271
Plant in Mato Leitão  17,349  826  18,175
       
Net balance  116,794  3,523  120,317

 

     
  29

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

16. PROPERTY, PLANT AND EQUIPMENT

 

The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.

 

Changes in property, plant and equipment:

 

    Parent
    Property, plant and equipment
Description Land, constructions and buildings Machinery,
equipment, furniture and fixtures
Construction in progress Other Total
Average annual depreciation rates 3.47% 13.77% -     18.90%  
Acquisition cost  1,782,790  669,691 288,328  166,753  2,907,562
Accumulated depreciation  (344,898)  (274,601) -      (70,503)  (690,002)
           
Net balance at December 31, 2024  1,437,892  395,090  288,328  96,250  2,217,560
           
Additions  -       21,013  55,890  1,397  78,300
Write-offs  -       (17)  -      (2)  (19)
Transfers  6,219  -      (6,335)  116 -    
Reclassification (a)  -       -      (181)  -       (181)
Depreciation in the period  (16,877)  (15,670)  -      (5,635)  (38,182)
           
Net balance at 03/31/2025  1,427,234  400,416  337,702  92,126  2,257,478
           
Acquisition cost  1,789,009  690,546  337,702  168,262  2,985,519
Accumulated depreciation  (361,775)  (290,130)  -      (76,136)  (728,041)
           
Net balance at the end of the period  1,427,234  400,416  337,702  92,126  2,257,478

 

(a) Amounts reclassified to intangible assets.

 

    Consolidated
    Property, plant and equipment
Description Land, constructions and buildings Machinery,
equipment, furniture and fixtures
Construction in progress Other Total
Average annual depreciation rates 3.15% 10.09%  -     10.05%  
Acquisition cost  26,071,449  33,998,845  2,091,946  1,101,435  63,263,675
Accumulated depreciation  (6,300,370)  (15,229,040)  -      (488,152)  (22,017,562)
           
Net balance at December 31, 2024  19,771,079  18,769,805  2,091,946  613,283  41,246,113
           
Additions  88  23,920  469,217  8,522  501,747
Acquisition of related party  16,173  25,949  66,634  142,672  251,428
Write-offs  (13,560)  (4,085)  (84)  (4)  (17,733)
Transfers  201,612  290,099  (478,545)  (13,166)  -   
Reclassification (a)  -      (4,507)  (181)  (301)  (4,989)
Translation gains (losses)  (192,424)  (280,005)  (138,979)  (35,449)  (646,857)
Depreciation in the period  (188,483)  (691,957)  -      (21,748)  (902,188)
           
Net balance at 03/31/2025  19,594,485  18,129,219  2,010,008  693,809  40,427,521
           
Acquisition cost  25,939,456  33,696,377  2,010,008  1,257,850  62,903,691
Accumulated depreciation  (6,344,971)  (15,567,158)  -      (564,041)  (22,476,170)
           
Net balance at the end of the period  19,594,485  18,129,219  2,010,008  693,809  40,427,521

 

(a) Amounts reclassified to intangible assets, to the cost of forest formation in biological assets and to the line items of other current receivables and other non-current receivables, when they refer to sales of fixed assets to third parties.

 

     
  30

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The Company has not identified indications of assets recorded at an amount higher than the amount that could be recovered through their use or sale.

 

The Company recorded property, plant and equipment that are fully depreciated and still in operation, as well as temporarily idle items, as follows:

 

    Parent
            03/31/2025
Description       Property, plant and equipment
fully depreciated and still in
operation
Land, constructions and buildings            1,039
Machinery, equipment, furniture and fixtures            49,506
Other            48,787
             
             99,332

 

    Consolidated
            03/31/2025
Description   Temporarily idle property, plant and equipment   Property, plant and equipment
fully depreciated and still in
operation
Land, constructions and buildings                             33,451      430,748
Machinery, equipment, furniture and fixtures      81,896      1,311,669
Other      111      109,650
             
       115,458      1,852,067

 

17. RIGHT-OF-USE ASSETS

 

The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.

 

Changes in right-of-use assets:

 

  Parent
        Right-of-use assets
Description Plants Aircraft Other Total
Average annual depreciation rates 7.00% 20.00% 20.00%  
Acquisition cost  35,671  360,608  3,522  399,801
Accumulated depreciation  (25,143)  (12,020)  (3,111)  (40,274)
         
Net balance at December 31, 2024  10,528  348,588  411  359,527
         
Depreciation in the period  (718)  (18,030)  (176)  (18,924)
         
Net balance at 03/31/2025  9,810  330,558  235  340,603
         
Acquisition cost  35,671  360,608  3,522  399,801
Accumulated depreciation  (25,861)  (30,050)  (3,287)  (59,198)
         
Net balance at the end of the period  9,810  330,558  235  340,603

 

     
  31

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

  Consolidated 
    Right-of-use assets 
Description Manufacturing
plants and
confinements
Machinery and
equipment
Aircraft Other Total 
Average annual depreciation rates 13.24% 14.36% 20.00% 33.11%  
Acquisition cost  5,059,436  1,324,626  360,608  494,590  7,239,260
Accumulated depreciation  (2,173,926)  (732,062)  (12,020)  (271,890)  (3,189,898)
           
Net balance at December 31, 2024  2,885,510  592,564  348,588  222,700  4,049,362
           
Additions  218,823  32,254  -       104,690  355,767
Acquisition of related party  735,228  -       -       -       735,228
Write-offs  (11,321)  539  -       (1,712)  (12,494)
Transfers  5,000  (16,119)  -       11,119  -     
Reclassification (a)  (413)  (7)  -       301  (119)
Translation gains (losses)  (12,873)  (33,617)  -       (12,453)  (58,943)
Depreciation in the period  (179,843)  (46,301)  (18,030)  (49,398)  (293,572)
           
Net balance at 03/31/2025  3,640,111  529,313  330,558  275,247  4,775,229
           
Acquisition cost  5,856,571  1,215,982  360,608  583,455  8,016,616
Accumulated depreciation  (2,216,460)  (686,669)  (30,050)  (308,208)  (3,241,387)
           
Net balance at the end of the period  3,640,111  529,313  330,558  275,247  4,775,229

(a)   Amounts reclassified to biological assets (non-current).

 

18. INTANGIBLE ASSETS

 

The following tables show the weighted average annual amortization rate determined using the straight-line method and based on the economic useful life of the assets and their balances.

 

Changes in intangible assets are as follows:

                       
            Parent
    Average
amortization
rate
  Balance at
December 31,
2024
  Reclassification (A)   Amortization     Balance at
March 31,
2025
Sales channels   5.50%    149,270    -         (4,064)      145,206
Software and licenses   15.03%    33,159   181    (1,711)      31,629
Trademarks and patents   1.18%    49,710    -         (728)      48,982
                       
Total        232,139    181    (6,503)      225,817

(a) Amounts reclassified from property, plant and equipment.

 

              Consolidated
  Average
amortization
rate
Balance at
December 31,
2024
Additions Acquisition of
related party
Write-offs Translation
gains (losses)
Reclassification (a) Transfers Amortization Balance at
March 31, 2025
Goodwill  -       1,404,184  -       41  -       (102,464)  -       -       -       1,301,761
Sales channels 5.50%  149,271  -       -       -       -       -       -       (4,064)  145,207
Software and licenses 32.64%  277,799  328  212  (39)  (1,767)  119  56,396  (39,295)  293,753
Trademarks and patents 2.63%  12,559,944  -       1,141,102  (1)  (90,486)  -       -       (32,281)  13,578,278
Customer relationship 4.91%  1,981,218  -       -       -       (92,433)  -       -       (92,196)  1,796,589
Supplier relationship 3.68%  2,715,075  -       -       -       (119,198)  -       -       (78,671)  2,517,206
Non-compete agreements 44.52%  2,552  1,126  -       -       -       -       -       (1,016)  2,662
Other intangible assets  -       37,690  46,898  -       -       (55)  7,693  (56,396)  -       35,830
Total    19,127,733  48,352  1,141,355  (40)  (406,403)  7,812  -       (247,523)  19,671,286

(a) Amounts reclassified from property, plant and equipment.

 

The goodwill generated from acquisitions of equity interests abroad is expressed in the business unit’s functional currency and is translated at the closing rate.

 

     
  32

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

19. TRADE ACCOUNTS PAYABLE

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Third parties  1,662,773  1,761,867    21,133,123  20,465,165
Related parties(a)  32,321  39,402    147  2,637
(-) Present value adjustment  -       -         (229,283)  (194,190)
           
   1,695,094  1,801,269    20,903,987  20,273,612
           
Current liabilities  1,695,094  1,801,269    20,897,879  20,261,845
Non-current liabilities  -       -         6,108  11,767

(a) Trade accounts payable with related parties are detailed in Note 36 - Related-party transactions.

 

The Company has partnerships with several financial institutions that enable suppliers to advance their receivables and, therefore, transfer the right to receive invoiced amounts to financial institutions (“Supplier chain financing” or “Program”). Suppliers are free to choose whether or not to advance receivables and the institution with which to carry out the operation, without the participation of the Company.

 

The Program can generate benefits in the commercial relationships of the Company and its suppliers, such as preferential supply in cases of restricted supply, better price conditions, among others, with no change to the commercial essence of the relationship.

 

The invoices included in this Program are payable under the same price and term conditions negotiated with its suppliers, with no additional charges to the Company, and therefore there are no changes to the commercial conditions after negotiation and invoicing of the goods or services.

 

The balance of invoices included in the Supplier chain financing is R$ 787,959 in the Parent Company and R$ 5,251,558 in the Consolidated in the period ended March 2025 (R$ 789,382 in the Parent Company and R$ 5,732,095 in the Consolidated in December 2024).

 

The average payment term agreed with suppliers that choose to participate in the Program is substantially similar to the average payment term agreed with non-participating suppliers.

 

The Company measures and specifies the adjustment to present value of all its commercial transactions made in installments, specifying financial and operational items.

 

20. ACCRUED PAYROLL AND RELATED CHARGES

 

The balances of payroll and related taxes and social benefits were evaluated, as shown below:

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025    12/31/2024 
Salaries and payroll charges  92,955  124,323    1,307,209    1,339,386
Bonuses  93,137  93,137    955,654    906,887
Employee benefits  -       -         549,979    562,403
Other  -       -         17,145    10,344
             
   186,092  217,460    2,829,987    2,819,020
             
Current liabilities  186,092  217,460    2,372,190    2,351,893
Non-current liabilities  -       -         457,797    467,127

 

     
  33

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

20.1. Employee Benefits

Subsidiary BRF offers its employees supplementary retirement plans and other benefits. The annual financial statements as of December 31, 2024 (note 20.2) disclosed the characteristics of the supplementary retirement plans as well as other employee benefits offered by subsidiary BRF, which did not undergo any changes during the period.

 

  Consolidated 
  03/31/2025  12/31/2024 
Healthcare plan  62,661  61,278
FGTS severance pay  77,449  75,771
Seniority bonus  113,791  111,071
Retirement bonus  57,429  56,087
Life insurance  8,928  8,887
Defined benefit  229,721  249,309
     
   549,979  562,403

 

21. TAXES PAYABLE

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
State VAT (ICMS) payable  -        -          501,496  521,162
Income and social contribution taxes payable  -        57,870    659,886  716,547
Special tax debt installment plans  1,539  1,707    109,874  96,840
Other taxes, fees and contributions payable  21,988  18,108    140,411  160,414
           
   23,527  77,685    1,411,667  1,494,963
           
Current liabilities  22,679  18,818    1,215,626  1,236,661
Non-current liabilities  848  58,867    196,041  258,302
           

 

Changes in special installment payment plans are as follows:

 

  Parent    Consolidated
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Opening balance  1,707  2,710    96,840  109,346
(+) Enrollment in the installment payment program  -       -         9,340  -     
(+) Acquisition of related party  -       -         6,888  -     
(+) Inflation adjustment interest  39  186    1,980  7,033
(-) Payments / offsets made  (207)  (1,189)    (5,174)  (19,539)
           
Debt balance  1,539  1,707    109,874  96,840

 

On January 9, 2025, the Company, through its subsidiary BRF, enrolled in the installment payment program for ICMS debts, in the amount of R$ 9,340, which will be settled in cash in sixty installments.

 

     
  34

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

22. LOANS, BORROWINGS AND DEBENTURES

 

      Parent 
Credit facility Charges (% p.a.)   Weighted
average
interest rate
(p.a.)
  Weighted
average
maturity
(years)
  03/31/2025    12/31/2024 
Domestic currency:                  
NCE/Working capital  Fixed Rate   14.02%    0.20    158,378    153,062
CPR/CCB  CDI   14.80%    2.41    2,801,550    4,599,447
Agribusiness Receivables Certificates (CRA)  CDI / IPCA + Fixed Rate   12.90%    5.77    10,537,853    10,420,713
                   
Total domestic currency     13.31%        13,497,781    15,173,222
                   
Foreign currency:                  
NCE/Prepayment (US$)/ACC (US$)  Fixed Rate + SOFR   7.07%    3.29    5,390,282    5,377,675
Bank loan (US$)  Fixed Rate + FX   6.30%    2.85    1,400,212    126,953
CRA  Fixed Rate   6.20%    3.79    525,579    576,008
                   
Total foreign currency     6.86%        7,316,073    6,080,636
                   
Total loans, financing and debentures     11.04%        20,813,854    21,253,858
                   
Current liabilities              2,989,160    4,479,301
Non-current liabilities              17,824,694    16,774,557
                   

 

                Consolidated 
Credit facility   Charges (% p.a.)   Weighted
average
interest rate
(p.a.)
  Weighted
average
maturity
(years)
  03/31/2025    12/31/2024 
Domestic currency:                    
NCE/Working Capital   CDI + Fixed Rate   15.58%    2.17    1,287,463    1,266,464
CPR/CCB   CDI   14.80%    2.41    2,801,550    4,599,447
CRA   CDI + IPCA + Pre Fixed + Fixed Rate   12.91%    6.02    12,396,593    12,186,259
Debentures    IPCA   10.90%    5.01    5,507,109    5,337,210
                     
Total domestic currency       12.80%        21,992,715    23,389,380
                     
Foreign currency:                    
Prepayment/NCE/ACC (US$)   Fixed Rate + SOFR/ Pre-Fixed + FX   6.47%    3.33    6,856,516    6,975,777
Bonds (US$)   Fixed Rate + FX / Pre-Fixed   5.07%    8.63    18,782,029    20,525,424
Bank loan (US$)   Fixed Rate + SOFR + FX   6.47%    2.25    4,789,319    5,340,520
Revolving credit facility   Fixed Rate + SOFR   6.48%    3.48    3,714,215    3,057,761
Working capital   Pre-Fixed / Fixed Rate / Eibor   12.48%    0.83    1,223,196    1,258,761
CRA   Fixed Rate   6.20%    3.79    525,579    576,008
                     
Total foreign currency       5.94%        35,890,854    37,734,251
                     
Total loans, financing and debentures       8.55%        57,883,569    61,123,631
                     
Current liabilities                6,621,740    8,352,851
Non-current liabilities                51,261,829    52,770,780
                     

 

The changes in loans, financing and debentures are as follows:

 

Description   12/31/2024   Additions (a)   Loan costs   Payments (a)   Interest (b)   Capitalized
interest
  Translation
gains (losses)
  Balance sheet
conversion
adjustment
  03/31/2025 
Parent    21,253,858    1,864,571    19,252    (2,945,878)    674,258    -     (52,207)    -    20,813,854
Consolidated    61,123,631    24,060,233    50,343    (26,469,282)    1,552,477    13,887    (837,547)    (1,610,173)   57,883,569

(a) Includes working capital transactions.

(b) Includes interest, inflation adjustment of principal, coupon and mark-to-market for hedged debts in a fair value hedge.

 

     
  35

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The maturity schedule of loans, financing and debentures is as follows:

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
2025  2,979,475  4,479,301    4,711,607  8,352,851
2026  1,691,509  2,184,179    8,273,885  10,004,959
2027  3,330,083  2,858,936    5,632,649  5,364,504
2028  4,598,920  3,393,699    9,683,267  7,381,965
2029  2,516,979  2,627,352    9,353,431  9,989,764
2030 onwards  5,696,888  5,710,391    20,228,730  20,029,588
           
   20,813,854  21,253,858    57,883,569  61,123,631

22.1. CRA

On March 12, 2025, the Company approved the 19th (nineteenth) issue of simple, non-convertible, unsecured debentures, in up to 5 (five) series, for private placement, in the form of automatic registration of distribution.

 

Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer's 387th issue, with nominal unit value on the issue date of R$ 1, totaling R$ 1,500,000, backed by agribusiness credit rights (CRA), without additional personal guarantee (private placement). The financial settlement was made on April 3, 2025, and the total amount raised was R$1,500,000.

 

22.2. Guarantees

  Parent   Consolidated
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Balance of financing  20,813,854  21,253,858    57,883,569  61,123,631
Guarantees:          
Promissory note  297,446  315,228    297,446  315,228
Surety  3,269,294  3,534,825    3,747,622  4,028,761
Facilities  -        -          4,253,982  3,423,107
Letter of credit  243,730  257,402    243,730  257,402
No guarantees  17,003,384  17,146,403    49,340,789  53,099,133

22.3. Covenants

The Company is a party to some loan and financing contracts that contain clauses requiring the maintenance of specific limits of consolidated debt, through covenants.

 

These covenants set the limit of 4.75x for the ratio of Net Debt to EBITDA in the last 12 months (LTM). Failure to comply therewith could lead creditors to request the early maturity of the Company’s debt.

 

Due to the contractual provisions (carve-out) that allow the exclusion of foreign exchange variation effects from the calculation of leverage ratio (net debt/Adjusted EBITDA - LTM), the Company clarifies that based on this methodology, the current leverage ratio (net debt/Adj. EBITDA) stood at 2.32x.

 

The leverage ratio is calculated as follows:

 

  03/31/2025 
Consolidated gross debt  58,218,588
(-) Consolidated cash and cash equivalents  20,093,668
(-) Effect from exchange variation (carve-out)  5,425,228
Consolidated adjusted net debt  32,699,692
Adjusted EBITDA in the period ended March 31, 2025  14,103,093
Leverage ratio  2.32

 

The Company did not identify any breach of its covenants in the period ended March 2025.

 

     
  36

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

23. ADVANCES FROM CUSTOMERS

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Third parties 4,470,045 4,789,376   5,570,128 6,089,060
Related parties(a) 1 4   - -
           
  4,470,046 4,789,380   5,570,128 6,089,060

(a)      Advances from customers with related parties are detailed in Note 36 – Related parties.

 

Advances from customers refer to amounts received in advance from customers in accordance with the Company’s credit policies, the average period for repayment of these advances is 6 months.

 

24. LEASE PAYABLE

 

The Company measures its lease liabilities at the present value of installments and costs associated with the lease agreement.

 

The following table presents the breakdown of lease payable:

  Parent 
Lease Weighted 
average 
interest rate 
(p.a.)
Weighted 
average 
maturity 
(years)
  03/31/2025  12/31/2024 
Plants, facilities and buildings 7.00% 3.40    13,735 14,740
Aircraft 13.88% 10.00    438,210 438,210
Other 5.10% 0.10    73 293
Interest to incur - -   (79,123) (79,388)
           
Total       372,895 373,855
           
Current liabilities       34,158 29,004
Non-current liabilities       338,737 344,851

  

          Consolidated 
Lease Weighted 
average 
interest rate 
(p.a.)
Weighted 
average 
maturity 
(years)
  03/31/2025 12/31/2024 
Plants, facilities, buildings and confinements 8.89% 6.70   4,515,446 3,680,119
Machinery and equipment 6.87% 3.90   565,756 631,881
Aircraft 13.88% 10.00   438,210 438,210
Other 5.61% 1.60   276,968 225,378
Interest to incur - -   (105,094) (79,388)
           
Total       5,691,286 4,896,200
           
Current liabilities       1,246,651 1,204,466
Non-current liabilities       4,444,635 3,691,734

  

Financial charges are recognized as financial expenses based on the real discount rate, according to the remaining period of the agreement.

 

     
  37

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The following table presents the changes in lease payable:

Description   12/31/2024    Additions    Acquisition of 
related party 
  Financial 
expenses 
  Payments    Translation 
gains (losses) 
  Write-offs    Balance sheet 
conversion 
adjustment 
  Adjustment to 
present value 
    03/31/2025 
Parent   373,855   -   -   259   (1,224)   -   -   -   5     372,895
Consolidated   4,896,200   355,767   736,890   104,014   (302,346)   22   (31,316)   (67,950)   5     5,691,286

  

The maturity schedule of lease agreements is as follows:

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
2025 25,480 29,004   988,126 1,204,520
2026 35,170 35,498   1,011,539 887,189
2027 36,884 36,975   830,742 721,530
2028 37,268 37,224   630,731 498,349
2029 36,220 36,355   524,221 414,049
2030 onwards 201,873 198,799   1,705,927 1,170,563
           
  372,895 373,855   5,691,286 4,896,200

 

24.1. Potential right to PIS and COFINS

The Company holds the potential right to recoverable PIS and COFINS taxes embedded in the consideration of certain leases for industrial plants, buildings, machinery and equipment and others. The measurement of the cash flows from the leases did not detail the tax credits, with the potential effects from PIS/COFINS presented below:

 

  Parent    Consolidated 
Description Nominal  Adjustment to 
present value 
  Nominal  Adjustment to 
present value 
Lease consideration 13,735 12,228   933,365 891,627
Potential PIS / COFINS (9.25%) 1,270 1,131   86,336 82,475

 

24.2. Inflationary effects

The Company evaluated the impacts of using nominal flows and concluded that they do not present relevant distortions in the information presented. The balances of right-of-use assets, depreciation, lease liabilities and financial expenses without inflation, referred to as real flow, and the estimate of the balances adjusted for inflation in the comparison periods, referred to as inflation-adjusted flow, are presented.

 

     
  38

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Other assumptions, such as the timetable for the maturity of liabilities and the interest rates used in the calculation, are presented in other items of these notes, while the inflation rates are observable in the market, enabling the users of the individual and consolidated financial statements to determine the inflation-adjusted flows. The Company used the Broad Consumer Price Index - IPCA (5.48% p.a.) to adjust the balance for inflation.

 

    Right-of-use assets        Lease liabilities 
    Parent    Consolidated        Parent    Consolidated 
Real flow   03/31/2025    03/31/2025    Real flow   03/31/2025    03/31/2025 
Right-of-use assets   359,527   5,068,801   Lease liabilities   373,154   5,795,300
Depreciation   (18,924)   (293,572)   Financial expenses   (259)   (104,014)
                     
    Parent    Consolidated        Parent    Consolidated 
Inflation-adjusted flow   03/31/2025    03/31/2025    Inflation-adjusted flow   03/31/2025    03/31/2025 
Right-of-use assets   364,354   5,101,633   Lease liabilities   378,164   5,832,555
Depreciation   (19,178)   (295,459)   Financial expenses   (262)   (104,634)

 

25. NOTES PAYABLE

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Notes payable for investments in Brazil(a) - -   255,885 257,262
Related parties(b) 21,732,699 24,546,618   48,001 -
Other 74 2,546   373 2,547
           
  21,732,773 24,549,164   304,259 259,809
           
Current liabilities 74 62,360   272,447 220,653
Non-current liabilities 21,732,699 24,486,804   31,812 39,156

 

(a)   The amount substantially refers to the acquisition of all shares in Mogiana Alimentos S.A. (acquired by subsidiary BRF in February 2022, with maturity in 6 years).

(b)   In the parent, the amount presented refers to loans with subsidiaries or controlling shareholders and in the consolidated, it refers to the acquisition of MFG. A breakdown of the balance can be found in Note 36 – Related-party transactions.

 

26. PROVISION FOR CONTINGENCIES

 

26.1. Provision

The Company is involved in several labor, tax and civil proceedings, in the ordinary course of business, for which provisions based on legal advisors’ estimates have been set up.

 

The main information about these proceedings is presented below:

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Labor and social security 54,451 54,027   608,886 689,014
Tax 47,956 46,942   5,494,308 5,458,631
Civil 183,556 121,090   1,250,681 1,244,066
           
  285,963 222,059   7,353,875 7,391,711
           
Current liabilities - -   721,318 784,296
Non-current liabilities 285,963 222,059   6,632,557 6,607,415

 

     
  39

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The following table shows the changes in provisions:

 

        Parent        Consolidated 
    Labor and social 
security 
Tax  Civil  Total    Labor and social 
security 
Tax  Civil  Total 
Balance at December 31, 2024   54,027 46,942 121,090 222,059   689,014 5,458,631 1,244,066 7,391,711
Estimate accrued, net   18,012 1,014 62,466 81,492   93,625 19,234 56,603 169,462
Acquisition of related party   - - - -   179 41,056 - 41,235
Payments   (17,588) - - (17,588)   (163,563) (24,076) (44,173) (231,812)
Translation gains (losses)   - - - -   (10,369) (537) (5,815) (16,721)
                     
Balance at March 31, 2025   54,451 47,956 183,556 285,963   608,886 5,494,308 1,250,681 7,353,875

 

26.1.1. Labor and social security

The Company is a defendant in labor claims filed by the Public Prosecutor. In the opinion of Management and legal advisors, the provision is sufficient to cover probable losses. Most of the labor claims filed against the Company refer to matters usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazard, among others.

 

The Company’s Management believes no individual labor claim is relevant.

 

26.1.2. Tax

Based on the opinion of its legal advisors, the Company revised its estimate for unmaterialized tax risks in view of certain proceedings and legal discussions involving the Administrative Council of Tax Appeals (CARF), in addition to decisions on matters under dispute.

 

The main discussions refer to ICMS assessments due to non-compliance with accessory obligations, error in the calculation of the tax base, lack of reversal of credit granted, lack of proof of export, omission of output in relation to inputs, use of ICMS credits on materials for use and consumption, presumed ICMS credit, ICMS tax substitution, ICMS rate differential on seasoned products, disallowance of PIS and COFINS credits on inputs, disallowance of estimated IRPJ/CSLL offset, lack of addition of profits abroad in the calculation of tax and contribution on income, GILRAT and IOF.

 

The Company, supported by its legal advisors, considered sufficient the amounts recorded in provision for potential impacts in the event that such risks materialize.

 

26.1.3. Civil

Based on the opinion of legal advisors, Management recognized a provision for lawsuits considered as probable risk of loss. The civil lawsuits of the Company typically involve disputes related to commercial agreements, indemnity claims, breach of contract claims, regulatory, environmental and real estate issues, consumer relations, business combinations among other matters. Additionally, the Company records an accrued amount substantially composed of the termination of the agreement for sponsorship of the Brazilian Football Teams entered into with the Brazilian Football Confederation (CBF), and reflects the adjustment of the existing risk for inflation - and also due to a Public Civil Action filed by the Federal Prosecutor's Office aiming at civil compensation for damages caused due to the transportation of overweight cargo on federal highways.

 

     
  40

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

26.2. Contingent liabilities

Contingent liabilities, whose likelihood of loss for the Company was defined by its legal advisors as possible and, therefore, are not recognized in the financial statements, are shown below:

 

  Parent    Consolidated 
  03/31/2025  12/31/2024    03/31/2025  12/31/2024 
Labor and social security 78,122 80,399   330,597 356,683
Tax 4,850,667 4,791,654   21,209,979 20,658,601
Civil 51,801 92,461   1,641,440 1,622,056
           
  4,980,590 4,964,514   23,182,016 22,637,340

 

26.2.1. Labor and social security

The labor and social security lawsuits in which the Company is party typically involve issues usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazards and others.

 

26.2.2. Tax

The main tax matters discussed at court that in the opinion of Management and legal advisors are rated as possible losses for the Company is presented below.

 

Federal taxes and contributions

The Company was a party to administrative proceedings and court claims filed by the Federal Government, claiming:

 

a) No increase in taxable income and IRPJ/CSLL base for profits earned abroad, disallowance of goodwill amortization and non-subjection to tax of interest from loan agreements in force with subsidiaries abroad;
b) Disallowance of PIS/COFINS credits used for the offset of taxes;
c) Payment of IOF related to checking account agreements executed among the companies of the group;
d) Disallowances of PIS and COFINS credits resulting from the non-cumulative system due to differences in the concept of disallowed inputs and their use in the production process, as well as the requirement to tax income relating to presumed ICMS credits, differences relating to tax classification, extemporaneous credits and others;
e) Subsidiary BRF was assessed by the Brazilian Federal Revenue Service for alleged failure to pay Income and Social Contribution Taxes on profits earned by its subsidiaries abroad. The defenses are supported by the fact that the subsidiaries abroad are exclusively subject to full taxation in the countries in which they are headquartered as a result of treaties to avoid double taxation;
f) Non-approval of offsets of presumed IPI credits arising from the acquisition of non-taxed products and intermediate materials;
g) Collection of social security contributions on payroll, profit sharing, GILRAT for financing special retirement, SAT/RAT, as well as other amounts of various natures; and
h) Customs fine on imports, alleged lack of proof of drawback and disallowance of REINTEGRA credit.

 

The Company has other federal tax debts, whose collection suits are individually immaterial.

 

State VAT - ICMS

There are administrative and judicial proceedings, requiring:

 

a) Tax deficiency notices discussing the collection of ICMS in the state of Goiás related to the disallowance of ICMS credits due to noncompliance with accessory obligations, error in the basis for calculation of the value due in ICMS taxes, failure to return credits granted after goods were returned, failure to return ICMS credits on the acquisition of inputs/goods proportionally to disbursements, failure to substantiate exports of goods abroad;
b) Disallowance by the States of destination of the goods, of the ICMS credit arising from tax incentives granted by the States of origin unilaterally, without approval of an agreement by the National Council of Fiscal Policy (“CONFAZ”), the so-called “tax war”; non-proof of export; infraction notices from the state of Rio de Janeiro, due to alleged non-compliance with the Term of Agreement that provided for a tax benefit; public-interest civil action in Rio de Janeiro regarding the use of tax benefit; and ICMS tax assessment notice in Goiás referring to the exclusion of the credit reversal from the PROTEGE calculation basis; among other lawsuits. The reductions in contingencies related to the tax war are due to the recognition of credits by the States, according to LC 160 and ICMS Agreement 190; and

 

     
  41

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

c) Alleged differences in tax substitution regime; disallowance of presumed ICMS credit arising from tax benefits provided for in PRODEPE due to alleged non-compliance with accessory obligations; disallowance of presumed credit on transfers as the Tax Authorities understand that the PRODEIC benefit only applies to sales transactions; disallowance of ICMS credit on transfers of goods intended for commercialization on the grounds that the calculation basis used would have been higher than the production cost defined in complementary law 87/96 (art. 13, paragraph 4); and disallowance of ICMS credit on intermediate materials that the Tax Authorities classified as for use and consumption.

 

The Company is a party to administrative proceedings and lawsuits, whose collection suits are individually immaterial.

 

Municipal taxes

The Company is involved in a lawsuit which claims the collection of municipal taxes, such as alleged differences in Property tax (IPTU), fees and ISSQN (Services tax).

 

26.2.3. Civil

The civil lawsuits of the Company typically involve litigations related to business agreements and others refer mainly to disputes arising from allegations of contractual breach and non-compliance with legal obligations of various natures, such as disputes arising from contracts in general, disputes relating to intellectual property, regulatory, environmental and real estate issues, consumer relations, among other matters.

 

26.3. Additional information

National Beef business

Five class actions and thirty-one individual plaintiff actions were filed in the United States, and two class actions in Canada, claiming that the Company and/or its subsidiary, National Beef, with other companies in the industry, allegedly colluded to control cattle and meat prices. In all the actions, the court issued decisions that excluded the Company as a defendant and maintained National Beef. National Beef has also been notified of a civil investigation conducted by the US Department of Justice and approximately thirty state attorneys' offices regarding the purchase of fed cattle and sale of beef. National Beef responded to federal and state requests for information and cooperated with investigations. National Beef is also a defendant in a class action filed in the United States claiming that a group of protein companies allegedly conspired to reduce and fix the wages and benefits paid. National Beef has sound defenses against all claims, but has recorded a provision for the related amounts and has been negotiating a possible settlement related to the claim involving salaries and benefits, which is pending approval by the court.

 

27. EQUITY

 

Equity was broken down as follows:

 

    Note 03/31/2025  12/31/2024 
Share capital   27.1. 10,367,391 10,367,391
Capital reserves and treasury shares   27.2. (1,943,472) (2,141,436)
Legal reserve   27.3. 624,664 624,664
Tax incentive reserve   27.4. 964,286 964,286
Earnings reserve   27.5. 2,637,330 2,637,330
Other comprehensive income   27.6. (9,921,865) (9,628,091)
Retained earnings     88,132     -   
         
      2,816,466 2,824,144

 

27.1. Capital

The subscribed and paid-in share capital in the period ended March 2025 was R$ 10,367,391, comprising 857,928,119 shares and in the year ended December 2024 it was R$ 10,367,391, comprising 886,000,000 common shares with no par value.

 

     
  42

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

In the period ended March 2025, 618,281,980 shares, or 72.07% of the Company's capital, were held by the controlling shareholders: Marcos Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos and companies in which they are partners (company controlled by Marcos and Marcia, each with a 50% equity interest), the free float was 237,573,511 shares or 27.69%, of which 708,700 shares or 0.08% of the Company's capital were held in treasury, and 1,363,928 shares or 0.16% are held by its Board of Directors (BD), Audit Board (AB) and Executive Board (EB).

 

Below we demonstrate the calculation of the “free float”:

 

        Share capital 
Common shares   Balance at March 31, 
2025 
  Balance at December 31, 
2024 
Controlling shareholders   618,281,980   597,163,480
         
Total controlling shareholders   618,281,980   597,163,480
         
Treasury shares   708,700   3,769,575
Shares held by BD, AB and EB   1,363,928   1,637,128
Free float   237,573,511   283,429,817
         
Total   239,646,139   288,836,520
         
Number of shares   857,928,119   886,000,000
         
Total share capital (R$ ‘000)   10,367,391   10,367,391

 

27.2. Capital reserves and treasury shares

The balances of the capital reserves and treasury shares were broken down as follows:

 

Capital reserves and treasury shares Balance at 
December 31, 2024 
Translation 
gains (losses) 
(Acquisition) / 
disposal 
Balance at 
March 31, 2025 
Capital reserve        
Gain on capital transactions (a) 2,041,705 - 647,042 2,688,747
Goodwill on capital transactions (b) (1,986,353) 144,186 - (1,842,167)
Goodwill on stock option (18,897) - - (18,897)
Treasury shares - BRF (639,521) - (210,424) (849,945)
Share-based payment - BRF (19,403) - 197 (19,206)
Common shares 184,800 - - 184,800
         
  (437,669) 144,186 436,815 143,332
Treasury shares        
Treasury shares (1,703,767) - (383,037) (2,086,804)
         
  (1,703,767) - (383,037) (2,086,804)
         
  (2,141,436) 144,186 53,778 (1,943,472)

(a)     Refers to BRF S.A., PlantPlus Brasil Ltda. and MFG Agropecuária Ltda.

(b)     Refers to National Beef Packing Company, LLC, QuickFood S.A., Zutfray S.A. and Frigorífico Tacuarembó S.A.

 

Capital reserve

The capital reserves reflect the contributions made by shareholders that are directly related to the formation or increase of the capital stock, the changes in the relative interest of the parent in subsidiaries that do not result in the obtainment or loss of control, as well as gains and/or goodwill on capital transactions.

 

Treasury shares

The Company held 708,700 common shares in treasury, which were booked at the amount of R$ 10,816, which corresponds to the average cost of R$ 15.26 per share.

 

Treasury shares amounted to R$ 2,086,804, of which R$ 2,075,988 refers to treasury shares canceled.

 

     
  43

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Changes in treasury shares in the period are shown below:

 

Held in treasury Number of shares  Amount (R$ ‘000) 
Balance at December 31, 2024 3,769,575  64,620 
(+) Acquisition - share buyback program 25,011,800  383,050 
(-) Cancellation of treasury shares (28,071,881) (436,841)
(-) Disposal - Stock options (794) (13)
     
Balance at March 31, 2025 708,700  10,816 

 

Share buyback program

On February 26, 2025, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”), in accordance with the following terms and conditions (in compliance with Appendix G of CVM Resolution 80/22), authorizing the Company to acquire up to 23,801,131 (twenty-eight million, seventy-one thousand, eight hundred and eighty-one) common shares, corresponding to 2.77% of the total shares issued by the Company and 10% of the outstanding shares.

 

During the period ended March 2025, the Company repurchased 25,011,800 shares for R$ 383,050, referring to the Company's share buyback program.

 

Cancellation of treasury shares

On February 26, 2025, the Company’s Board of Directors approved the cancellation of 28,071,881 (twenty-eight million, seventy-one thousand, eight hundred and eighty-one) common shares, with no par value, issued by the Company and held in treasury, without a reduction in the share capital. With the approval of share cancellation, the Company’s share capital comprises 857,928,119 (eight hundred fifty-seven million, nine hundred twenty-eight thousand, one hundred and nineteen) registered, book-entry common shares without par value.

 

Share buyback program of subsidiary BRF

On February 26, 2025, subsidiary BRF’s Board of Directors approved, within the scope of the program for the acquisition of shares issued by it, an additional 15,000,000 common shares in the amount of R$ 6,544,000 already repurchased by subsidiary BRF to this date.

 

During the period ended March 2025, subsidiary BRF repurchased 21,044,000 shares for R$ 416,742, referring to Program II, started on May 7, 2024.

 

27.3. Legal reserve

It is 5% (five percent) of the Company’s net income, as defined in its bylaws and current corporate legislation. The balance of the legal reserve in the period ended March 2025 was R$ 624,664, remaining unaltered in relation to December 2024.

 

27.4. Tax incentive reserve

The Company benefits from state governments subsidies related to ICMS (State VAT) as follows: Program for Industrial and Commercial Development of the state of Mato Grosso (“PRODEIC”) and Tax Incentive Program for Industries (LC 93/2001 - MS), such incentives are directly associated to the investment in manufacturing facilities, job generation, economic and social development, and to the harmonious and integrated growth of industrial operations.

 

The subsidies in the states of Rio Grande do Sul and Rondônia, the State Program for Development, Coordination and Quality of the Agribusiness System of Cattle, Sheep and Buffalo (Agregar-RS Carnes) and the Program for Regional Development of the State Council (CONDER-RO), now recorded in the tax incentive reserve, are maintained, as the Company obtained the benefits up to the date of transfer of the assets.

 

The balance of the tax incentive reserve in the period ended March 2025 was R$ 964,286, unchanged in relation to December 2024.

 

     
  44

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

27.5. Earnings reserves

The earnings reserves balance in the period ended March 2025 was R$ 2,637,330, remaining unaltered in relation to December 2024.

 

27.6. Other comprehensive income

The balance of other comprehensive income was broken down as follows:

 

Other comprehensive income Balance at 
December 31, 2024 
Effect from 
exchange 
variation 
Realization  Amounts in
liabilities related
to assets held for
sale
Balance at March 
31, 2025 
Exchange variation on net investments and balance sheet conversion 4,422,217 (580,912) - (26,688) 3,814,617
Exchange variation on loan (14,129,015) 348,349 - - (13,780,666)
Exchange variation on goodwill 1,174,626 (198,122) - (47,448) 929,056
Deemed cost 60,428 - (228) - 60,200
Gains (losses) on net investment hedge (232,010) - 52,043 - (179,967)
Gains (losses) on interest hedge (892,680) - 158,276 - (734,404)
Actuarial gains (losses) on pension plans and post-employment benefits (8,163) - 632 - (7,531)
Gains (losses) on realization of investments at FVOCI (23,494) - 324 - (23,170)
           
  (9,628,091) (430,685) 211,047 (74,136) (9,921,865)

 

28. NET SALES REVENUE

 

    Parent      Consolidated 
           
  YTD  YTD    YTD  YTD 
  2025  2024    2025  2024 
Revenue from sales of products - domestic market          
Third parties 1,161,785 1,115,653   29,514,815 22,677,957
Related parties 193,064 105,532   1,240 3,823
           
  1,354,849 1,221,185   29,516,055 22,681,780
           
Revenue from sales of products - foreign market          
Third parties 61,601 131,436   12,331,085 10,958,073
Related parties 1,248,481 945,709   63 583
           
  1,310,082 1,077,145   12,331,148 10,958,656
           
Gross operating revenue 2,664,931 2,298,330   41,847,203 33,640,436
           
Deductions from gross sales          
Taxes on sales (54,903) (52,915)   (1,343,377) (1,226,754)
Returns and discounts (128,540) (103,999)   (1,098,817) (822,766)
           
  (183,443) (156,914)   (2,442,194) (2,049,520)
           
Net sales revenue 2,481,488 2,141,416   39,405,009 31,590,916

 

     
  45

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

29. COST AND EXPENSES BY NATURE

 

The Company has chosen to present the statement of income by function and presents below expenses by nature:

 

  Parent    Consolidated 
           
  YTD  YTD    YTD  YTD 
  2025  2024    2025  2024 
Cost of products and goods sold          
Inventory costs (1,746,316) (1,621,045)   (30,303,599) (23,887,297)
Depreciation and amortization (33,705) (29,927)   (1,500,411) (1,429,929)
Employee salaries and benefits (161,636) (106,314)   (2,958,066) (2,435,967)
           
  (1,941,657) (1,757,286)   (34,762,076) (27,753,193)
           
Selling expenses          
Depreciation and amortization (432) (429)   (124,574) (137,287)
Employee salaries and benefits (13,182) (15,808)   (596,268) (488,543)
Freight (89,836) (79,121)   (1,400,887) (1,241,843)
Export expenses (17,110) (19,756)   (188,744) (171,574)
Marketing (7,624) (7,976)   (280,823) (254,862)
Other (7,701) (5,720)   (146,857) (174,586)
           
  (135,885) (128,810)   (2,738,153) (2,468,695)
           
General and administrative expenses          
Depreciation and amortization (29,472) (3,375)   (169,771) (128,935)
Employee salaries and benefits (7,968) (11,248)   (206,495) (194,048)
Third-party services (43,378) (26,220)   (158,580) (103,745)
Other (8,200) (7,382)   (112,119) (38,016)
           
  (89,018) (48,225)   (646,965) (464,744)

 

30. NET FINANCIAL RESULT

 

The Company’s financial income (expenses) is as follows:

 

    Parent      Consolidated 
           
  YTD  YTD    YTD  YTD 
  2025  2024    2025  2024 
Interest received, earnings from financial investments 59,955 25,010   413,871 340,144
Interest accrued, debentures and lease with financial institutions (685,521) (413,396)   (1,655,178) (1,278,231)
Inflation adjustments, bank expenses, amortizations, costs on debt and other (56,717) (81,152)   (9,887) (138,551)
Translation gains and losses (152,047) 360,219   (88,887) 104,134
           
Total (834,330) (109,319)   (1,340,081) (972,504)
           
Financial income          
Third parties 1,401,952 719,845   3,731,428 1,926,083
Related parties(a) 29,623 104,709   -     -    
           
  1,431,575 824,554   3,731,428 1,926,083
           
Financial expenses          
Third parties (1,992,360) (752,517)   (5,071,509) (2,898,587)
Related parties(a) (273,545) (181,356)   -     -    
           
  (2,265,905) (933,873)   (5,071,509) (2,898,587)
           
Total (834,330) (109,319)   (1,340,081) (972,504)

(a)     The financial result balances with related parties are detailed in note 36 - Related parties.

 

     
  46

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

31. EARNINGS (LOSS) PER SHARE

 

The following table shows the calculation of basic and diluted earnings (loss) per share:

 

        03/31/2025   03/31/2024
Income attributable to shareholders        88,648     26,925
Income (loss) attributable to shareholders from discontinued operations    (744)    35,693
             
Income (loss) attributable to shareholders from the Company    87,904     62,618
Common shares        857,928,119     932,000,000
Weighted average number of outstanding shares (units)        866,559,549     636,764,704
Basic and diluted earnings (loss) (in R$)        0.1023     0.0423
Basic and diluted earnings (loss) (in R$) from discontinued operations    (0.0009)    0.0561
             
Earnings or losses attributable to shareholders from the Company(a)    0.1014     0.0984

(a) When there are no potential diluted common shares (such as stock option), the number of shares considered in the calculation of basic and diluted earnings remains the same.

 

32. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

32.1. Overview

In its activities, the Company is subject to market risks related to exchange rate gains (losses), variable income, interest rate and commodities price fluctuations. In order to minimize these risks, the Company has policies and procedures to minimize these exposures and may use hedging instruments, as long as previously approved by the Board of Directors.

 

Among the Company’s guidelines we highlight: monitoring levels of exposure to each market risk; measuring these risks; setting limits for making decisions and using hedging mechanisms, always aiming at minimizing the foreign exchange exposure of its debts, cash flows and interest rates.

 

The Company shall be represented exclusively by its Officers and Attorney-in-Fact, observing the limitations provided in the Bylaws, and subject to approval of the Board of Directors for acts and transactions in amounts exceeding such limit.

 

The Company only enters into transactions with derivatives or similar instruments that offer a maximum protection against: foreign currencies, interest rates and commodity prices, and also adopts a conservative policy of not entering into transactions that could affect its financial position. The Company does not enter into leveraged transactions with derivatives or similar instruments.

 

The Company also has a sound financial policy, maintaining a high level of cash balance, cash equivalents and short-term investments. At the same time, the maturity of the Company’s long-term indebtedness is distributed in such way that it is not concentrated in any single year.

 

Assets and liabilities presented in the balance sheet relating to derivative transactions, which are intended for equity hedge, are shown below:

 

  Parent   Consolidated
  03/31/2025   12/31/2024   03/31/2025   12/31/2024
Derivative financial instruments - receivable 19,677    8,641    666,561    336,551 
Derivative financial instruments - payable (1,035,709)   (1,243,238)   (1,303,808)   (1,866,472)
               
  (1,016,032)   (1,234,597)   (637,247)   (1,529,921)

 

     
  47

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

32.2. Financial instruments by category

The Company’s financial assets and liabilities are classified as below:

 

        Parent
Financial assets           Fair value through
    Amortized cost   profit or loss and OCI
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Cash and cash equivalents   263,664   732,320   -      -   
Financial investments and marketable securities   1,158,454   5,717,946   1,915,927   -   
Trade accounts receivable   8,285,525   9,153,215   -      -   
Derivative financial instruments (a)   -      -      19,677   8,641
Notes receivable   1,079   1,084   -      -   
Notes receivable - related parties   3,368,827   3,539,815   -      -   
                 
    13,077,549   19,144,380   1,935,604   8,641
                 
Financial liabilities           Fair value through
    Amortized cost   profit or loss and OCI
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Trade accounts payable   1,695,094   1,801,269   -      -   
Loans, financing and debentures   20,813,854   21,253,858   -      -   
Lease payable   372,895   373,855   -      -   
Derivative financial instruments (a)   -      -      1,035,709   1,243,238
Notes payable - related parties   21,732,699   24,546,618   -      -   
                 
    44,614,542   47,975,600   1,035,709   1,243,238

 

(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity.

 

        Consolidated
Financial assets           Fair value through
    Amortized cost   profit or loss and OCI
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Cash and cash equivalents   3,848,230   4,516,687   6,980   -   
Financial investments and marketable securities   2,348,814   17,452,129   14,064,092   874,510
Restricted cash   326,973   336,815   -      -   
Trade accounts receivable   7,690,635   8,932,224   253,265   266,210
Derivative financial instruments (a)   -      -      666,561   336,551
Notes receivable   42,523   41,486   -      -   
Notes receivable - related parties   -      26,601   -      -   
                 
    14,257,175   31,305,942   14,990,898   1,477,271
                 
Financial liabilities           Fair value through
    Amortized cost   profit or loss and OCI
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Trade accounts payable   20,903,987   20,273,612   -      -   
Loans, financing and debentures (b)   51,548,733   54,788,795   6,334,836   6,334,836
Lease payable   5,691,286   4,896,200   -      -   
Derivative financial instruments (a)   -      -      1,303,808   1,866,472
Notes payable - investments Brazil   255,885   257,262   -      -   
Notes payable - related parties    48,001   -      -      -   
                 
    78,447,892   80,215,869   7,638,644   8,201,308

(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity or in Inventories.

(b) The portion of loans and financing that is object of fair value hedge is classified as Fair value through profit or loss. The remaining balance of loans and financing is classified as Amortized cost, and those designated as cash flow or net investment hedging instruments also have their effects on Equity.

 

     
  48

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Details of the accounting policies and methods used (including criteria for recognition, measurement bases and criteria for recognition of gains and losses) for each class of financial instruments and equity are presented in note 3.1 to the financial statements as of December 31, 2024.

 

32.3. Fair value of financial instruments

The method used by the Company to determine market value consists in calculating the future value based on contracted conditions and determining the present value based on market curves obtained from Bloomberg’s database, except for futures market derivatives whose fair values are calculated based on the daily adjustments of variations in market prices of commodities and futures acting as counterpart.

 

The Company classifies the measurement of fair value according to hierarchical levels which reflect the importance of indices used in such measurement, as follows:

 

Level 1: Prices quoted in (non-adjusted) active market for identical assets and liabilities.

Level 2: Other available information, except those of Level 1, where quoted prices relate to similar assets and liabilities, whether directly, by obtaining prices in active markets, or indirectly, such as valuation techniques using active market data.

Level 3: Indices used for the calculation do not derive from an active market. The Company does not have instruments at this measurement level.

 

Currently, the fair value of all the financial instruments of the Marfrig Group is reliably measured and hence these are classified as level 1 and 2, as shown below:

 

    Parent   Consolidated
    Level 1   Level 2   Level 1   Level 2
Current and non-current assets                
Cash and cash equivalents   -      -      6,980    -   
Financial investments and marketable securities   1,350,981    564,946    7,669,819    6,394,273 
Trade accounts receivable   -      -      -      253,265 
Derivative financial instruments   -      19,677    -      666,561 
                 
Current and non-current liabilities                
Loans, financing and debentures   -      -      -      (6,334,836)
Derivative financial instruments   (27)   (1,035,682)   (27)   (1,303,781)
                 
Total   1,350,954    (451,059)   7,676,772    (324,518)

 

Management understands that the results obtained with derivative transactions are in line with the risk management strategy adopted by the Company.

 

32.4. Credit risk management

The Company is subject to credit risk. Credit risk deals with group’s financial losses if a customer or counterpart in a financial instrument fails to comply with contractual obligations, which arise from most receivables.

 

The Company limits its exposure by analyzing credit and managing customer’s portfolio, seeking to minimize the economic exposure to a certain customer and/or market that may represent significant losses.

 

The Global Credit Risk Policy determines the guideline for financial credit risk management based on the following:

 

a) Limit of counterparty’s credit risk concentration to 15% of total current assets;

b) Investments in solid and prime financial institutions, based on their financial rating; and

c) Balance between assets and liabilities.

 

Conducted evaluations are based on information flows and follow-up of the volume of purchases in the market. The internal controls cover the assignment of credit limits.

 

     
  49

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The maximum exposure to credit risk for the Company is the trade accounts receivable shown in Note 6, where the value of the effective risk of possible losses is presented as provision for credit risk.

 

Values subject to credit risk:

 

    Parent   Consolidated
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Cash and cash equivalents   263,664   732,320   3,855,210   4,516,687
Financial investments and marketable securities   3,074,381   5,717,946   16,412,906   18,326,639
Trade accounts receivable   8,285,525   9,153,215   7,943,900   9,198,434
Other receivables   81,281   98,866   829,900   836,065
                 
    11,704,851   15,702,347   29,041,916   32,877,825

 

32.5. Liquidity risk management

Liquidity risk arises from the Company’s working capital management and the amortization of the principal and finance charges of debt instruments. This is the risk that the Company will face difficulties to settle its falling due payables.

 

The Company manages its capital based on parameters to optimize the capital structure focused on liquidity and leverage metrics that enable a return to shareholders over the medium term, consistent with the risks assumed in the transaction.

 

The main indicator for monitoring is the modified immediate liquidity ratio, which is the ratio between the available funds (cash, cash equivalents, financial investments and marketable securities) and current indebtedness (short term). The indices presented below refer to continuing operation:

 

    Parent   Consolidated
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Available funds   3,338,045   6,450,266   19,976,742   22,519,515
Short-term loans and financing   2,989,160   4,479,301   6,621,740   8,352,851
Modified liquidity ratio   1.12   1.44   3.02   2.70

 

32.6. Market risk management

The Company is exposed to market risks arising from commodity prices, interest rates, variable income (shares) and exchange rates. For each risk, the Company conducts continuous management and sensitivity studies presented in this note.

 

32.7. Interest rate risk

Interest rate risk refers to the Company’s risk of incurring economic losses due to negative changes in interest rates. This exposure basically refers to changes in market interest rates which affect the Company’s assets and liabilities indexed to the TJLP (Long-Term Interest Rate) or CDI (Interbank Deposit Rate).

 

In order to reduce debt service costs, the Company continually monitors market interest rates to assess the need to enter into new derivative contracts to hedge its operations against the risk of fluctuations of these rates.

 

     
  50

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The interest rate exposure risk of the Company is as follows:

 

    Parent   Consolidated
    03/31/2025   12/31/2024   03/31/2025   12/31/2024
Exposure to CDI rate:                
NCE/Working capital   -      -      1,129,085   1,113,402
CPR/CCB   2,801,550   4,599,447   2,801,550   4,599,447
CRA   10,537,853   10,420,713   11,554,582   11,396,448
Debentures   -      -      5,507,109   5,337,210
(-) CDB-DI (R$)   (564,946)   (1,570,296)   (6,394,273)   (5,287,255)
                 
Subtotal   12,774,457   13,449,864   14,598,053       17,159,252
                 
Exposure to SOFR rate:                
Prepayment/NCE/ACC (US$)   5,214,488   5,005,723   5,214,488        5,005,723
Revolving credit facility (US$)   -      -      3,714,215        3,057,761
Bank loan (US$)   -      -      2,701,758        3,435,723
                 
Subtotal   5,214,488   5,005,723   11,630,461       11,499,207
                 
Total   17,988,945   18,455,587   26,228,514       28,658,459

 

Derivative financial instruments to hedge against interest rate exposures are presented below:

 

                       
            Consolidated
Fair value hedge - Derivative instruments   Hedged item   Assets   Liabilities   Notional   03/31/2025
  MtM R$
Interest swap   Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a.    IPCA + 5.50% p.a.     CDI + 0.57% p.a.     BRL  200,000   31,511
Interest swap   Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a.    IPCA + 5.50% p.a.     100% of CDI     BRL  200,000   24,965
Interest swap   Debenture - 2nd issue - 1st series - IPCA + 5.30% p.a.    IPCA + 5.30% p.a.     CDI + 2.20% p.a.     BRL  400,000   79,650
Interest swap   Debenture - 2nd issue - 2nd series - IPCA + 5.60% p.a.    IPCA + 5.60% p.a.     CDI + 2.29% p.a.     BRL  595,000   85,746
Interest swap   Debenture - 3rd issue - single series - IPCA + 4.78% p.a.    IPCA + 4.78% p.a.     CDI + 0.12% p.a.     BRL  1,000,000   92,810
Interest swap   Debenture - 1st issue - 1st series - IPCA + 6.83% p.a.    IPCA + 6.83% p.a.     109.32% of CDI     BRL  990,000   83,298
Interest swap   Debenture - 5th issue - IPCA + 7.23%    IPCA + 7.23% p.a.     CDI + 0.98% p.a.     BRL  1,595,000   (106,235)
Interest swap   Debenture - 5th issue - Fixed + 12.92%    PRE + 12.92% p.a.     CDI + 0.89% p.a.     BRL  925,000   (103,822)
                       
                  5,905,000   187,923

 

Cash flow hedge

The Company designates as cash flow hedge derivative financial instruments for protection of cash flow (swap), exchanging cash flows based on a notional amount, a term and other pre-established conditions and criteria.

 

The Company has swap contracts designated as cash flow hedge accounting, as shown below:

                     
            Consolidated
Cash flow hedge - Derivative
instruments
  Hedged item   Assets   Liabilities   Notional 03/31/2025
MtM R$
Interest rate swap   CRA    IPCA     CDI     BRL  9,159,781  (1,019,365)
                  9,159,781 (1,019,365)

 

32.8. Commodity price risk

Cattle commodities

In its activities, the Company purchases cattle commodity, which is the largest individual component of the beef segment production cost and is subject to certain variables. The price of cattle acquired from third parties is directly related to market conditions, and is influenced by domestic availability and foreign market demand. To reduce the impact of risks on cattle commodity prices, the Company holds cattle in feedlots and trades derivative financial instruments in the futures market, as well as other operations.

 

     
  51

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

The derivative financial instruments used to hedge against cattle commodity price risk, which are not designated for hedge accounting, are shown below:

 

                Consolidated
Instrument   Hedged item   Register   Notional US$   Notional R$   03/31/2025
  MtM R$
Futures   Fed cattle    B3    (26,040)   (149,529)   (27)
Futures   Fed cattle    CME    1,165    6,689    16,515 
                     
            (24,875)   (142,840)   16,488 

 

Corn and soybean meal, grain and oil commodities

The prices of corn and soybean meal, grain and oil are exposed to price risks arising from future purchases. This risk is managed through physical inventories, order balances at a fixed price and through derivative financial instruments.

 

Limits are established to protect the purchase flow of corn and soybean meal, grain and oil, aimed to reduce the impact of an increase in the price of these raw materials, and include the possible use of derivative instruments or management of inventories.

 

Subsidiary BRF purchases commodities at prices to be fixed in the futures and spot markets and, to protect such exposure, contracts derivative instruments in an active position (purchase) to fix such prices in advance.

 

Derivative financial instruments designated as cash flow hedge accounting to protect against exposure to the price risk of corn and soybean meal, grain and oil commodities to be fixed are shown below:

 

                        Consolidated
Cash flow hedge - Derivative instruments   Hedged item   Index   Maturity   Quantity       Price rate (a)   03/31/2025
  MtM R$
Collar - purchase   Purchases of soybean meal - price to be fixed   Soybean meal - CBOT    2nd quarter 2025   24,989    ton    341.41   (663)
Collar - purchase   Purchases of soybean meal - price to be fixed   Soybean meal - CBOT    3rd quarter 2025   38,989    ton    347.84   (1,824)
Collar - purchase   Purchases of soybean meal - price to be fixed   Soybean meal - CBOT    4rd quarter 2025   14,000    ton    357.70   (920)
Collar - purchase   Purchases of corn - price to be fixed   Corn - CBOT    2nd quarter 2025   95,997    ton    177.93   401 
Collar - purchase   Purchases of corn - price to be fixed   Corn - B3    2nd quarter 2025   140,589    ton    1,270.26   2,262 
Collar - purchase   Purchases of corn - price to be fixed   Corn - B3    3rd quarter 2025   166,941    ton    1,256.54   (1,124)
                             
                481,505           (1,868)

 

(a) Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton.

 

In certain situations, subsidiary BRF makes future purchases of commodities at fixed prices and, to protect such exposure, contracts derivative instruments in a passive position (sale) to maintain the prices of such purchases at market.

 

Derivative financial instruments designated as fair value hedge accounting to protect against exposure to the risk of fixed commodity prices are shown below:

 

                        Consolidated
Fair value hedge - Derivative instruments   Hedged item   Index   Maturity   Quantity       Price rate (a)   03/31/2025
  MtM R$
Non-deliverable forward - sale   Purchases of soybean grain - fixed price   Soybean grain - CBOT    1st quarter 2025   2,000    ton    375.36   (50)
Non-deliverable forward - sale   Purchases of corn - fixed price   Corn - CBOT    3rd quarter 2025   76,216    ton    173.46   992 
Non-deliverable forward - sale   Purchases of corn - fixed price   Corn - CBOT    1st quarter 2025   19,899    ton    188.25   1,006 
Non-deliverable forward - sale   Purchases of corn - fixed price   Corn - CBOT    2nd quarter 2025   1,651    ton    187.43   33 
Corn futures - sale   Purchases of corn - fixed price   Corn - B3    3rd quarter 2025   222,102    ton    1,129.29   (333)
Corn futures - sale   Purchases of corn - fixed price   Corn - B3    1st quarter 2026   6,480    ton    1,297.88   20 
                             
                328,348           1,668 

 

(a) Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton.

 

     
  52

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

32.9. Exchange rate risk

Balance sheet exposure

Exchange rate risk consists of the risk of foreign exchange fluctuations leading the Company to incur losses and causing a reduction in the amounts of assets or an increase in the amounts of liabilities.

 

The Company also has a sound financial policy, maintaining a high level of cash balance and short-term investments with solid financial institutions.

 

Assets and liabilities in foreign currency are presented as follows:

 

        Parent
Description   03/31/2025   12/31/2024   Effects on result
Translation gains
(losses) 2025
Operating            
Trade accounts receivable   8,130,554    8,927,853    (62,314)
Imports payable   4,566    (5,837)   1,515 
Dividends receivable       (1,244)
             
Subtotal   8,135,120    8,922,016    (62,043)
             
Financial            
Loans and financing   (7,316,073)   (6,080,636)   52,207 
Notes payable and receivable   72,141    (4,028)   (3,245)
Balance of banks and financial investments(a)   31,043    714,063    (138,966)
             
Subtotal   (7,212,889)   (5,370,601)   (90,004)
             
Total   922,231    3,551,415    (152,047)
             
Translation gains           996,754 
Translation losses           (1,148,801)
             
Translation gains (losses), net           (152,047)

 

(a) Refers only to banks and financial investments balances that generated translation gains (losses).

 

        Consolidated
Description   03/31/2025   12/31/2024   Effects on result
Translation gains
(losses) 2025
Operating            
Trade accounts receivable   3,972,501    4,145,785    (388,876)
Imports payable   (2,991,292)   (2,896,965)   9,219 
Dividends   316    339    (1,245)
Other   (310,530)   (447,701)   (360,926)
             
Subtotal   670,995    801,458    (741,828)
             
Financial            
Loans and financing   (35,890,854)   (37,734,251)   837,547 
Notes payable and receivable   (263,647)   (357,102)   158,436 
Balance of banks and financial investments(a)   6,427,190    6,839,357    (394,735)
Derivative financial instruments   364,817    (304,579)   51,693 
             
Subtotal   (29,362,494)   (31,556,575)   652,941 
             
Total   (28,691,499)   (30,755,117)   (88,887)
             
Translation gains           2,630,121 
Translation losses           (2,719,008)
             
Translation gains (losses), net           (88,887)

 

(a) Refers only to banks and financial investments balances that generated translation gains (losses).

 

     
  53

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Since it has more financial liabilities in foreign currency than assets, the Company contracted Non-Deliverable Forward (NDF) contracts, all of them non-speculative in nature, to minimize the effects of the foreign exchange variation on its exports, as per the breakdown below:

 

                      Consolidated
Cash flow hedge - Derivative instruments   Hedged item   Register   Assets   Liabilities   Notional   03/31/2025
  MtM R$
Operations not designated for hedge accounting                          
NDF   FX    OTC     USD     BRL     USD  10,000    3,359 
NDF   FX    OTC     USD     GBP     USD  (44,004)   (2,262)
NDF   FX    OTC     USD     EUR     USD  (5,445)   (1,068)
NDF   FX    OTC     USD     AUD     USD  (1,204)   169 
NDF   FX    OTC     USD     CLP     USD  (6,280)   614 
NDF   FX    OTC     BRL     EUR     EUR  (60,000)   3,440 
NDF   FX    OTC     USD     CLP     CLP  25,000    2,818 
NDF   FX    OTC     USD     EUR     EUR  (175,000)   (654)
                           
                      (256,933)   6,416 

 

Operating income exposure

The objective of managing operating income exposure is to protect revenues and costs indexed to foreign currencies. Subsidiary BRF has internal models for the measurement and monitoring of these risks and contracts hedging instruments, designating the relationships as cash flow hedge accounting.

 

Subsidiary BRF has more revenues denominated in foreign currency than expenses and, therefore, contracts derivative financial instruments to reduce such exposure. Derivative financial instruments designated as cash flow and fair value hedge accounting to protect the exchange rate exposure of operating income.

 

The cash flow hedge amounts (derivative instruments) are shown below:

 

                              Consolidated
Cash flow hedge - Derivative instruments   Hedged item   Assets   Liabilities   Maturity   Exercise rate   Notional   03/31/2025
  MtM R$
NDF   Exports in USD    BRL     USD    2nd quarter 2025  5.9430    USD  180,000   30,393
NDF   Exports in USD    BRL     USD    3rd quarter 2025  6.1740    USD  126,000   32,797
NDF   Exports in USD    BRL     USD    4th quarter 2025  6.4642    USD  127,000   49,693
NDF   Exports in USD    BRL     USD    1st quarter 2026  6.3553    USD  18,000   3,425
Collar   Exports in USD    BRL     USD    2nd quarter 2025  6.0426    USD  274,000   35,163
Collar   Exports in USD    BRL     USD    3rd quarter 2025  6.2579    USD  80,000   12,183
Collar   Exports in USD    BRL     USD    4th quarter 2025  6.5806    USD  20,000   4,555
Collar   Exports in USD    BRL     USD    1st quarter 2026  6.4619    USD  24,000   908
                               
                          849,000   169,117

 

The Company concluded that part of its cost related to future physical purchases of commodities in dollars also generates exchange rate exposure, contracting the following derivatives and designating them as fair value hedge.

 

                              Consolidated
Fair value hedge - Derivative instruments   Hedged item   Assets   Liabilities   Maturity   Exercise rate   Notional   03/31/2025
  MtM R$
NDF   Costs in USD    BRL     USD    3rd quarter 2025    6.0634    USD  9,426   1,957
NDF   Costs in USD    BRL     USD    1st quarter 2026    6.2860    USD  4,497   417
                               
                          13,923   2,374

 

     
  54

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Investment exposure

Subsidiary BRF has both investments (net assets) and loans (financial liabilities) denominated in foreign currency. To balance the accounting effects, certain non-derivative financial liabilities are designated as instruments to hedge the exchange rate exposure generated by such investments.

 

Non-derivative financial instruments designated as hedge accounting for net investment are presented below:

 

                          Consolidated
Fair value hedge - Non-derivative instruments   Hedged item (investment)   Liabilities   Maturity   Exercise rate   Notional   03/31/2025
  MtM R$ (a)
Bond - BRF SA BRFSBZ 4.35   Federal Foods LLC   USD    3rd quarter 2050    3.7649   USD (b) 44,158   (122,191)
Bond - BRF SA BRFSBZ 4.35   BRF Kuwait Food Management Company WLL   USD    3rd quarter 2050    3.7649   USD (b) 88,552   (175,975)
Bond - BRF SA BRFSBZ 4.35   Al Khan Foodstuff LLC   USD    3rd quarter 2050    3.7649   USD (b) 53,446   (118,335)
Bond - BRF SA BRFSBZ 4.35   Al-Wafi Al-Takamol International for Foods Products   USD    3rd quarter 2050    5.1629   USD (c) 23,426   (12,465)
                           
                      209,582   (428,966)

 

(a) Corresponds to the effective portion of hedge results accumulated in line item Other comprehensive income.
(b) Designated on August 1, 2019.
(c) Designated on November 9, 2022.

 

On February 1, 2025, the subsidiary BRF Foods GmbH was merged into the subsidiary BRF GmbH, and the hedge relationship was discontinued.

 

32.10. Sensitivity analysis

The financial instruments, including derivatives, may undergo changes in fair value as a result of the fluctuation of exchange rates, interest rates, price indexes and other variables.

 

The analyses of the sensitivity of derivative and non-derivative financial instruments to these variables are presented below:

 

Selection of risks

The main risks that may affect the value of the Company's financial instruments are:

 

a) Exchange rate US$/R$, US$/CLP, US$/GBP, US$/EUR and US$/AUD;
b) Exchange rate R$/TRY, R$/WON, R$/PYG, R$/AOA, R$/SAR and R$/AED;
c) Floating interest rate SOFR;
d) Inflation rate IPCA; and
e) Interest rate CDI and SELIC.

 

For purposes of the analysis of sensitivity to risks, the Company presents the exposures to currencies as if they were independent, that is, they do not reflect in the exposure to exchange rate the risks of changes in other exchange rates that could be indirectly influenced by it.

 

Selection of scenarios

The probable scenario of the Dollar-real exchange rate, the SELIC/CDI interest rate and the IPCA projection for a one-year horizon is based on the FOCUS report disclosed by the Central Bank of Brazil (BACEN). The one-year projection for the dollar is R$ 5.96 and was obtained interpolating the quotations of the current and subsequent years. The Selic rate is expected to close the period at 15% p.a. and the IPCA at 5.65%. The Selic rate is used as a reference for the CDI sensitivity analyses. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.

 

For SOFR interest rates, Management used the one-year projection of 3.96%, consistent with the market curves.

 

In the sensitivity analysis, variations of 15% and 30% were estimated for each variable for possible and remote scenarios, respectively.

 

     
  55

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The sensitivity values below are for changes in financial instruments under each scenario:

 

                Consolidated
Exchange rate - US dollar x real               Gains and (losses)
Instrument   Scenario - Exposed
amounts
  Probable scenario   Possible scenario
15%
  Remote scenario
30%
Time deposit   5,946,791    225,560    1,151,413    2,077,265 
ADRs securities   14,356    545    2,780    5,015 
Prepayment/NCE/ACC (US$)   (6,856,516)   (260,066)   (1,327,553)   (2,395,040)
Bonds (US$)   (18,782,029)   (712,397)   (3,636,561)   (6,560,725)
Bank loan (US$)   (4,789,319)   (181,657)   (927,304)   (1,672,950)
Revolving Credit Facility   (3,714,215)   (140,879)   (719,143)   (1,297,407)
Agribusiness Receivables Certificates (CRA)   (525,579)   (19,935)   (101,762)   (183,589)
Foreign credit note   258,354    9,799    50,022    90,245 
Working capital   (1,223,196)   (46,395)   (236,834)   (427,273)
SWAP USD x CDI   (2,565,127)   93,739    416,094    664,059 
                 
Exchange rate - other currencies               Gains and (losses)
Instrument   Scenario - Exposed
amounts
  Probable scenario   Possible scenario
15%
  Remote scenario
30%
Time deposit - Turkish Lira   830,673    31,507    160,834    290,161 
Time deposit - South Korean Won   82      16    29 
Time deposit - Paraguayan Guarani   7,200    273    1,394    2,515 
Time deposit - Saudi Riyal   254,426    9,650    49,262    88,873 
Time Deposit - Angolan Kwanza   53,125    2,015    10,286    18,557 
Time Deposit - Arab Dirham   104,818    3,976    20,295    36,614 
NDF CLP X USD   (36,061)   (1,368)   (6,982)   (12,596)
NDF EUR X USD   (31,267)   (1,186)   (6,054)   (10,922)
NDF GBP X USD   (252,682)   (9,584)   (48,924)   (88,264)
NDF AUD X USD   (6,912)   (262)   (1,338)   (2,415)
                 
SOFR rate               Gains and (losses)
Instrument   Scenario - Exposed
amounts
  Probable scenario   Possible scenario
15%
  Remote scenario
30%
Prepayment/NCE/ACC (US$) - SOFR   (4,873,678)   7,488    (23,070)   (53,628)
                 
Interest rate - CDI               Gains and (losses)
Instrument   Scenario - Exposed
amounts
  Probable scenario   Possible scenario
15%
  Remote scenario
30%
Bank Deposit Certificates - CDB   6,394,273    47,957    190,869    333,781 
Repurchase and reverse repurchase agreements   1,501,420    11,261    44,817    78,374 
Brazilian prize-draw investment bonds   1,786    13    53    93 
FIDC   45,566    342    1,360    2,379 
B3 securities   20       
LTF - Financial Treasury Bill   84,257    632    2,528    4,423 
NCE/Working Capital   (1,287,463)   (9,656)   (38,431)   (67,206)
CPR/CCB   (2,801,550)   (21,012)   (83,626)   (146,241)
Agribusiness Receivables Certificates (CRA)   (1,496,526)   (11,224)   (44,671)   (78,119)
                 
Interest rate - IPCA               Gains and (losses)
Instrument   Scenario - Exposed
amounts
  Probable scenario   Possible scenario
15%
  Remote scenario
30%
Agribusiness Receivables Certificates (CRA)   (8,860,027)   (15,062)   (90,151)   (165,240)
SWAP IPCA x CDI   6,534,341    11,108    66,487    121,865 

 

The interest rate fluctuations do not significantly affect the results of subsidiary BRF. Therefore, the financial instruments pegged to the fixed rate of subsidiary BRF are not being presented in the sensitivity analysis above.

 

Cattle commodities

The table below shows the sensitivity analysis for the price of cattle commodities. The Company considered scenario I as appreciation of 10% and scenarios II and III as deterioration of 25% and 50% for cattle commodity price volatility, using as reference the closing price in the period ended at March 2025.

 

                Consolidated
Parity - USDA Price - Cattle - R$/US$   Current scenario   Scenario I   Scenario II   Scenario III
Instrument   Risk        
Futures   Increase in fed cattle price   (27)   (3)    
Futures   Increase in fed cattle price   16,515    1,652    (4,129)   (826)
                      
        16,488    1,649    (4,122)   (825)

 

     
  56

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

Corn and soybean meal, grain and oil commodities

For the probable scenario of commodities, the Company uses as a reference the future value of assets in the period ended March 2025, and therefore understands that there will be no changes in the results of transactions. For the exchange rate, the probable scenario is referenced by external sources, such as the Focus report, interpolating the quotations of the current and subsequent years. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.

 

For the possible and remote scenarios, in both cases positive and negative variations of 15% and 30% respectively were considered from the probable scenario. Such sensitivity scenarios are derived from information and assumptions used by Management in monitoring the previously mentioned risks.

 

The information used in preparing these analyses is based on the position in the period ended March 2025. The estimated amounts may differ significantly in relation to the numbers and results to be recorded by the Company. Positive values indicate gains and negative values indicate losses.

 

Consolidated
Operating result - commodities Scenario
Remote -30% Possible -15% Probable Possible 15% Remote 30%
Soybean grain - CBOT 266 323 380 437 494
Cost of products and goods sold (228) (114) - 114 228
NDF 228 114 - (114) (228)
Net effect - - - - -
Soybean meal - CBOT 233 283 333 383 433
Cost of products and goods sold 7,790 3,895 - (3,895) (7,790)
Collar (7,790) (3,895) - 3,895 7,790
Net effect - - - - -
                     
Corn - CBOT 124 150 176 203 229
Cost of products and goods sold (94) (47) - 47 94
Collar (3,769) (1,176) - 1,576 4,168
NDF 5,074 2,537 - (2,537) (5,074)
Net effect 1,211 1,314 - (914) (812)
Corn - B3 856 1,040 1,223 1,407 1,590
Cost of products and goods sold 28,969 14,485 - (14,485) (28,969)
Collar (72,395) (15,197) - 12,064 59,974
Futures 81,933 40,966 - (40,966) (81,933)
Net effect 38,507 40,254 - (43,387) (50,928)

  

     
  57

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

 

33. INCOME AND SOCIAL CONTRIBUTION TAXES

 

Income and social contribution taxes were calculated according to prevailing legislation and Federal Law 12,973/14.

 

Income and social contribution tax calculations and returns, when required, are open to review by tax authorities for varying statutory years in relation to the payment or filing date.

 

Below are the calculation and reconciliation of taxes in the statement of income for the periods ended March 2025 and 2024: 

Parent Consolidated
YTD YTD YTD YTD
2025 2024 2025 2024
Profit (loss) before taxes (352,699) (41,988) (66,437) (95,834)
Income and social contribution taxes - Nominal rate (34%) 119,918 14,275 22,589 32,583
Adjustments to determine the effective tax rate:
Taxation on profit of companies abroad - 8,909 (19,249) 12,590
Credit of tax paid abroad - 27,016 45,376 27,016
Effect from differences in tax rate of companies abroad - - (161,363) 206,800
Tax losses and social contribution carryforwards from prior years - - (16,347) 216
Tax incentive 18,827 11,744 50,417 14,257
Equity in earnings (losses) of subsidiaries 64,819 (52,395) 653 (4,898)
Translation gains (losses) 245,261 - 108,529 -
Expected adjustment of the rate in the year - - 352,851 -
Other additions / exclusions (7,478) 59,364 108,345 (60,396)
Total 441,347 68,913 491,801 228,168
Total current taxes - 27,016 (85,105) (93,563)
Total deferred taxes 441,347 41,897 576,906 321,731
441,347 68,913 491,801 228,168
Effective tax rate(a) 125% 164% 740% 238%

 

(a) The difference between nominal and effective rate is significantly affected by equity in earnings (losses) of subsidiaries, taxes on profits abroad and foreign exchange variations arising from monetary items that are part of the net investments in foreign entities.

 

34. SEGMENT REPORTING

 

The Company defined its segments according to the business activities from which it can earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments, and for which there is individual financial information available. Therefore, the segments managed by the Company are: “Beef - North America”, “Beef - South America”, “Poultry, Pork and Processed Products – BRF” and “Corporate”, as presented below:

  

Beef - North America Beef - South America(a) Poultry, pork and processed  products-BRF Corporate Total
Balance sheet 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024
Noncurrent assets 7,643,057 8,435,549 17,084,758 12,177,888 31,438,209 31,844,590 29,537,659 30,117,446 85,703,683 82,575,473
Profit or Loss YTD 2025 YTD 2024 YTD 2025 YTD 2024 YTD 2025 YTD 2024 YTD 2025 YTD 2024 YTD 2025 YTD 2024
Net revenue 19,054,680 14,024,127 4,925,091 4,238,513 15,425,239 13,328,276 - - 39,405,010 31,590,916
Domestic market 17,311,507 12,552,234 2,210,790 1,694,585 8,005,552 6,722,102 - - 27,527,849 20,968,921
Foreign market 1,743,173 1,471,893 2,714,301 2,543,928 7,419,687 6,606,174 - - 11,877,161 10,621,995
Operating income (expenses) (319,118) 30,056 349,200 256,494 1,884,032 1,250,676 (640,471) (660,556) 1,273,643 876,670

 

(a) Details of net revenue / operating profit from discontinued operation of the Beef South America segment are presented in note 12 - Assets and liabilities held for sale and discontinued operations.

 

     
  58

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

35. INSURANCE COVERAGE

 

The Company’s policy is to insure its property, plant and equipment and inventories subject to risk, at amounts deemed sufficient to cover possible losses, taking into consideration the nature of its activities and the insurance advisors’ opinion.

 

Based on the maximum risk weighting, the Company does not have a policy of maintaining insurance policies to protect against lost profits, given the broad geographic distribution of its plants and the fact that its operations can be reorganized in the event that any need arises.

 

Below is a summary of the amounts insured by the Company for continuing operations:

 

Parent Consolidated
03/31/2025 12/31/2024 03/31/2025 12/31/2024
Buildings and meatpacking facilities 1,013,640 1,013,640 12,467,553 12,198,031
Inventories 267,120 267,120 1,277,742 1,622,070
Third-party warehouse - - 172,451 156,513
Vehicles 2,381 25,343 17,008 41,160
Transportation of goods 3,564,573 1,562,375 6,548,862 4,509,608
Directors’ guarantees 287,110 309,615 517,161 554,467
Civil liability 31,721 31,721 844,780 900,045
Aircraft 2,645,069 2,466,807 3,219,289 3,086,037
Other 1,026,978 885,081 1,078,457 937,487
8,838,592 6,561,702 26,143,303 24,005,418

 

The assets held for sale have coverage in the amount of R$ 1,071,389. This amount is sufficient to cover any losses according to Management’s judgment.

 

     
  59

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

36. RELATED-PARTY TRANSACTIONS

 

36.1. Related parties to the parent company

Transactions between the Parent and its related parties are shown below:

 

Parent
Outstanding balance
Trade accounts receivable Trade accounts payable Notes receivable Notes payable Advances to suppliers Advances from customers
03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024
Agropecuária Jacarezinho Ltda. - 29 1,257 1,744 - - - - - - - -
Beef Holdings Limited - - - - 11,154 11,161 - - - - - -
BRF S.A. 41,262 42,150 7,715 14,842 - - - - - - 1 4
Establecimientos Colonia S.A. - - 141 2,452 90 - - - - - - -
Fazenda São Marcelo Ltda. - 16 5,657 427 - - - - - - - -
Frigorífico Tacuarembó S.A. - - - 2,896 405 - - - - - - -
Inaler S.A. - - - - 58 - - - - - - -
Marb Bondco PLC - - - - 2,556 2,756 - - - - - -
Marfrig Beef International Ltd. - - - - 1,772,647 1,891,992 - - - - - -
Marfrig Chile S.A. 17,015 - 5,079 - - 161 381 - 59,814 - - - -
Marfrig Comercializadora de Energia Ltda. - - - - 2,433 2,407 1,544,500 1,044,500 - - - -
Marfrig Holdings (Europe) B.V - - - - 122,392 131,108 5,431,526 6,570,772 - - - -
Marfrig Overseas Ltd. - - - - 299,140 318,620 690,571 1,698,380 - - - -
Marfrig US Holding, LLC - - - - 11 12 - - - - - -
Masplen Ltd. - - - - 1,951 1,921 - - - - - -
MF Foods USA, LLC 8,213 11,647 - - - - - - - - - -
MFG Agropecuária Ltda. - 48 - - - 16,932 - - - 2,298,299 - -
MFG Holdings SAU - 546 - - 327,382 347,554 - - - - - -
MFG US Holding, LLC - - - - - 158 - - - - - -
NBM US Holdings, Inc. - - - - 18,250 - - - - - - -
Pampeano Alimentos S.A. 26,334 22,238 17,551 17,041 800,555 805,304 - - - - - -
Plant Plus Foods Brasil Ltda. 1,611 2,007 - - 9,516 9,509 - - - - - -
Prestcott International S.A. - - - - 126 - - - - - - -
Weston Importers Ltd. 8,048,314 - 8,811,686 - - - - 14,066,102 15,173,152 - - - -
Controlling shareholders - 1 - - - - - - - - - -
Key management personnel - 9 - - - - - - - - - -
8,142,749   8,895,456 32,321 39,402 3,368,827 3,539,815 21,732,699 24,546,618 - 2,298,299 1 4
                                                 

 

     
  60

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

Parent
Recognized as profit or loss
Sales Costs Financial income Financial expenses Administrative (a)
YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Agropecuária Jacarezinho Ltda. - - (2,690) - - - - - - -
BRF S.A. 112,206 71,952 (17,274) (13,611) - - - - (5,880) -
Establecimientos Colonia S.A. - - - - - - - - 103 146
Fazenda São Marcelo Ltda. - - (6,816) (7,930) - - - - - -
Frigorífico Tacuarembó S.A. - - - - - - - - 505 584
Inaler S.A. - - - - - - - - 66 -
Marb Bondco PLC - - - - - - - (106) - -
Marfrig Beef (UK) Limited - - - - - - - (6) - -
Marfrig Beef International Ltd. - - - - 18,512 18,130 - - - -
Marfrig Chile S.A. 60,771 4,595 - - - - - - 189 217
Marfrig Comercializadora de Energia Ltda. - - (10,528) (7,686) - - - - - -
Marfrig Holdings (Europe) B.V - - - - 827 27,731 (51,322) (63,183) - -
Marfrig NBM Holdings Limited - - - - - 2 - - - -
Marfrig Overseas Ltd. - - - - 3,583 30,309 (26,309) (9,267) - -
Masplen Ltd. - - - - 24 18 - - - -
MF Foods USA, LLC 4,006 9,014 - - - - - - - -
MFG Agropecuária Ltda. - - (216,090) (33,839) - - - - - -
MFG Holdings SAU - - - - 4,299 6,255 - - 870 1,753
NBM US Holdings, Inc. - - - - - 3,171 - (5,767) 18,265 22,120
Pampeano Alimentos S.A. 77,987 29,757 (37,747) - 2,378 4,044 - - 18,702 15,964
Plant Plus Foods Brasil Ltda. 2,922 4,394 - - - - - - - -
Prestcott International S.A. - - - - - - - - 143 149
Quickfood S.A. - - (1,598) - - - - - - -
Weston Importers Ltd. 1,183,647 931,519 - - - 15,049 (195,914) (103,027) - -
Controlling shareholders 2 - - - - - - - - -
Key management personnel 4 10 (696) - - - - - - -
1,441,545 1,051,241 (293,439) (63,066) 29,623 104,709 (273,545) (181,356) 32,963 40,933

 

(a) This refers substantially to debit and credit notes of corporate expenses.

 

The nature of related-party transactions between Marfrig Group companies is represented by commercial transactions (purchases and sales) and sending of cash for payment of such transactions, as well as for working capital.

 

Purchases and sales of products are made at market values. No guarantees or estimated losses on doubtful accounts are required. These transactions involve purchase and sale of fresh meat and cattle, poultry and lamb processed products.

 

Transactions between subsidiaries do not have an impact on the consolidated financial statements, given that they are eliminated in consolidation.

 

36.2. Consolidated related parties

Consolidated
Outstanding balance
Trade accounts receivable Trade accounts payable Notes receivable Notes payable Advances to suppliers
03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024 03/31/2025 12/31/2024
Agropecuária Jacarezinho Ltda. - 29 - 1,744 - - - - - -
Fazenda São Marcelo Ltda. - 16 - 427 - - - - - -
MFG Agropecuária Ltda. - 48 - - - 16,932 - - - 2,298,299
Plant Plus Foods, LLC - - - - - 160 - - - -
Plant Plus Foods Brasil Ltda. - 2,007 - - - 9,509 - - - -
Controlling shareholders (a) - 1 - - - - 48,001 - - -
Key management personnel 15 9 147 466 - - - - 247 -
15 2,110 147 2,637 - 26,601 48,001 - 247 2,298,299

  

(a) Refers to the acquisition of MFG Agropecuária Ltda. and other subsidiaries, see note 14.3.1 – MFG Agropecuária Ltda.

 

     
  61

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

                 
        Consolidated
    Recognized as profit or loss
    Sales   Costs
                 
    YTD   YTD   YTD   YTD
    2025   2024   2025   2024
Agropecuária Jacarezinho Ltda. (a)                         -                            -                      (2,690)                         -   
Fazenda São Marcelo Ltda. (a)                         -                            -                      (6,816)                   (7,930)
MFG Agropecuária Ltda. (a)                         -                            -                  (216,090)                 (33,839)
Plant Plus Foods Brasil Ltda. (b)                    1,290                    4,394                         -                            -   
Controlling shareholders                          2                         -                            -                            -   
Key management personnel                        11                        12                      (696)                         -   
                 
                     1,303                    4,406               (226,292)                 (41,769)

 

(a) Refers to costs up to March 31, 2025 prior to the acquisition of these companies.
(b) Refers to sales up to January 31, 2025 before the consolidation of this company.

 

36.3. Related parties of assets held for sale

During the period ended March 2025, there were no related-party transactions between continuing and discontinued (held for sale) companies.

 

37. MANAGEMENT COMPENSATION

 

As permitted under NBC TG 21/R4 (CVM Resolution 102/22) and based on the recommendations in Official Letter CVM/SNC/SEP/No.003/2011, Management chose not to present once again the details in its Notes of Management Compensation and sub-items (Board of Directors, Statutory Officers, Statutory Audit Committee, Audit Board, Stock Option Plan) so as to prevent the repetition of information already reported in the financial statements for the year ended December 31, 2024.

 

37.1. Consolidated compensation

The compensation of Management and Board members is made up of the compensation of five members of the Board of Directors (the other two opted for not receiving compensation as board members, one of whom is also a member of the Statutory Board of Executive Officers and receives compensation from that body), six members of the Audit Board (three of whom are alternate members) and four officers appointed as per the Company’s bylaws.

 

The added value of the compensation received by the Company’s Management and Board members for their services is defined through market practices, with the participation of the Compensation, Corporate Governance and Human Resources Committee,

       
Description 03/31/2025   03/31/2024
Consolidated management compensation                 6,157                   5,378
Total                 6,157                   5,378

 

37.2. Direct granting of shares

In the period ended March 2025, no shares were transferred to the Company's Management.

 

     
  62

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

38. ADDITIONAL INFORMATION OF THE CASH FLOW STATEMENTS

 

The following table presents the changes in liabilities from financing activities arising from operations with and without cash effect:

 

Parent
Balance at December 31, 2024 Cash flow   Non-cash changes   Balance at
March 31, 2025
Description   Exchange rate
fluctuation
Other (a)   
Loans, financing and debentures 21,253,858 (1,081,307) (52,207) 693,510 20,813,854
Lease payable 373,855 (1,224) - 264 372,895
Capital reserves and treasury shares (2,141,436) (383,037) 144,186 436,815 (1,943,472)
Financial investments and marketable securities 5,717,946 (2,643,565) - - 3,074,381
25,204,223 (4,109,133) 91,979 1,130,589 22,317,658

 

(a)  The amounts presented under other for loans, financing, debentures and lease payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the period.

 

       
        Consolidated
  Balance at December 31, 2024 Cash flow       Non-cash changes At March 31,
2025
Description   COMBINAÇÃO DE NEGÓCIOS

ADIÇÃO DE CONTROLADA

Non-controlling interest   New contracts Exchange rate
fluctuation
Acquisition of related party Other (a)
Loans, financing and debentures 61,123,631 (2,409,049)   - - -   - (2,447,720) - 1,616,707 57,883,569
Lease payable 4,896,200 (302,346)   - - -   355,767 (67,928) 736,890 72,703 5,691,286
Capital reserves and treasury shares (2,141,436) (799,778)   - - 206,125   - 144,186 - 647,431 (1,943,472)
Financial investments and marketable securities 18,326,639 (1,831,292)   - - -   - (82,441) - - 16,412,906
  - -  
82,205,034 (5,342,465)       206,125   355,767 (2,453,903) 736,890 2,336,841 78,044,289

  

(a) The amounts presented under other for loans, financing, debentures and lease payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the period and for non-controlling interest refers to the amount attributed to profit or loss for the period.

 

39. EVENTS AFTER THE REPORTING PERIOD

 

CRA

On April 3, 2025, the Company's CRA in the amount of R$ 1,500,000 was settled, see disclosure in note 22 – Loans, financing and debentures.

 

Plant Jeddah Saudi Arabia

On April 21, 2025, subsidiary BRF’s Board of Directors approved an investment of approximately US$ 160,000 (R$ 919,840) for the construction of a new processed products plant in Jeddah, Saudi Arabia.

 

The investment will be made by BRF Arabia Holding Company, a subsidiary of subsidiary BRF and a joint venture vehicle with Halal Products Development Company, a wholly- owned subsidiary of the Public Investment Fund (PIF).

 

The new plant will have a production capacity of approximately 40 thousand tons/year of processed poultry and beef products. The project will allow subsidiary BRF to increase its local production from 17,000 to 57,000 tons per year, capturing the growing demand from the regional market and global accounts, as well as consolidating its strategic partnership with Saudi Arabia.

 

CRA - BRF

On April 22, 2025, subsidiary BRF concluded its sixth issue of simple, non-convertible, unsecured debentures, in up to 4 series as per the table below, for private placement, in the total amount of R$ 1,250,000.

 

     
  63

MARFRIG GLOBAL FOODS S.A.  
Notes to the individual (Parent Company) and consolidated interim financial statements
Periods ended March 31, 2025 and 2024
(In thousands of Brazilian reais - R$, except where otherwise indicated)

 

The debentures were subject to Private Placement with ECO Securitizadora de Direitos Creditórios do Agronegócio S.A. (“Securitization Company”), within the scope of its 390th issue of agribusiness receivables certificates (“CRA”), in up to four series, backed by agribusiness credit rights, for public distribution to the general public.

 

Issuance costs in the amount of R$ 63,272 were capitalized and will be recognized in profit or loss over the term of the operations based on the effective interest method.

 

Merger of Shares between Marfrig and BRF

On May 15, 2025, the boards of directors of Marfrig Global Foods S.A. (“Company” or “Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”) approved the execution, between the Companies, of the Plan of Merger of Shares of BRF S.A. by Marfrig Global Foods S.A. (the “Plan of Merger”), which sets forth the terms and conditions applicable to the merger by Marfrig of all shares issued by BRF (other than BRF shares held by Marfrig) as of the Closing Date (as defined below). In exchange, BRF's shareholders (except Marfrig) will receive common shares issued by Marfrig, in accordance with the Share Exchange Ratio (as defined below), thus resulting in the transfer of BRF’s shareholder base to Marfrig (the “Merger of Shares”). The Plan of Merger, the Merger of Shares, and related matters will be submitted for approval by the extraordinary general meetings of the Companies. Following the completion of the Merger of Shares, BRF will become a wholly owned subsidiary of the Company.

 

As a result of the Merger of Shares, BRF shareholders (except Marfrig) will receive 0.8521 common shares issued by Marfrig for each one (1) common share issued by BRF held at the completion date of the Merger of Shares, as set forth in the Plan of Merger (“Closing Date” and “Share Exchange Ratio,” respectively). The completion of the Merger of Shares will be subject to the satisfaction (or waiver, as the case may be) of certain conditions set forth in the Plan of Merger and the occurrence of the Closing Date.

 

The negotiation and determination of the Share Exchange Ratio considered the distribution of dividends and/or interest on equity in the gross amounts of (i) BRL 3,520,000,000.00 (three billion, five hundred and twenty million reais) by BRF; and (ii) BRL 2,500,000,000.00 (two billion, five hundred million reais) by Marfrig, in both cases to be resolved by the Closing Date (inclusive) (together, the “Permitted Distributions”).

 

The Share Exchange Ratio will be adjusted solely (i) in the event of share splits, reverse share splits, or in-kind share dividends issued by either Company; and/or (ii) pursuant to the methodology set forth in the Plan of Merger. Under the methodology described in the Plan of Merger, any payments made by the Companies in connection with the exercise of withdrawal rights will proportionally reduce the Permitted Distributions by an equivalent amount applied to both Companies.

 

The Company continues to evaluate the financial and operational impacts arising from the Merger of Shares but emphasizes that it sees significant strategic value added through the Merger of Shares. This transaction is expected to drive the global consolidation of its businesses and strengthen its brands through a robust multi-protein platform, including, among other advantages: (i) bolstering the Companies' presence as leaders in the global food market; (ii) achieving strategic expansion into new markets, maximizing growth opportunities and commercial synergies, including cross-selling initiatives; and (iii) enhancing operational scale and diversification, thereby improving resilience and mitigating risks associated with the sector’s seasonality and macroeconomic variables.

 

     
  64

 

EX-99.3 4 ea024266202ex99-3_brf.htm MARFRIG GLOBAL FOODS S.A. SUMMARY RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025

Exhibit 99.3

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

Financial Information

 

We prepare our financial statements in accordance with accounting practices adopted in Brazil, which are based on:

 

Brazilian corporate law (Law No. 6,404, dated December 15, 1976, as amended, including the provisions of Law No. 11,638, dated December 28, 2007, Law No. 11,941, dated May 27, 2009 and Law No. 12,431, dated June 24, 2011) (“Brazilian Corporate Law”);

 

accounting pronouncements issued by the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis, or the “CPC”); and

 

as we are a public company in Brazil, rules and regulations issued by the Brazilian Security and Exchange Commission (Comissão de Valores Mobiliários, or the “CVM”).

 

We refer to these accounting practices as “Brazilian GAAP.” Brazilian GAAP has changed in recent years to converge with International Financial Reporting Standards, International Accounting Standards and Interpretations (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024 were prepared in accordance with IFRS and Brazilian GAAP.

 

This discussion contains our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024, and the notes thereto, and contains the limited review report of Grant Thornton Auditores Independentes Ltda. with respect thereto. See below for further discussion.

 

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (“IFRS 5”), in periods where we have either disposed of, or classified for sale, an operation, we are also required to disclose in the current period those operations’ results as discontinued operations. When such conditions exist, we are required to present the results of operations of discontinued businesses and any gain on sale of a discontinued businesses as a single amount in our statement of income separately from our continuing operations for the current period, to present the comparative period results of operations on a similar basis and to present any assets held for sale separately in our consolidated balance sheet in the period in which the transaction occurs.

 

On August 28, 2023, we entered into a share purchase agreement committing to sell to Minerva certain cattle and lamb slaughter units in Argentina, Brazil, Chile and Uruguay, for a total consideration of R$7.5 billion (the “Minerva Transaction”). On October 28, 2024, we closed the Minerva Transaction. As of that date, we received R$5.6 billion, in addition to R$1.5 billion that was paid at signing. The closing of the sale of our units in Uruguay remains subject to ongoing antitrust review. On May 21, 2024, the Comisión de Promoción y Defensa de la Competencia (“CPDC”) of Uruguay issued a resolution denying authorization for the sale of our cattle slaughter units in Colônia, Salto, and San José, Uruguay (the “Discontinued Operations”). On October 30, 2024, the CPDC reaffirmed its prior decision. We have filed an appeal against the CPDC’s ruling. See note 12 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025. See “Discontinued Operations.”

 

Our consolidated interim financial statements as of and for the three-month period ended March 31, 2025 exclude the results of operations of the Discontinued Operations that were sold to Minerva. Our consolidated statement of financial position, consolidated statement of changes in shareholders’ equity and consolidated statement of added value as of and for the three-month period ended March 31, 2025 exclude the Discontinued Operations.

 

Unless otherwise indicated, all financial data contained in this discussion are presented on the basis of continuing operations only.

 

Convenience Translations into U.S. Dollars

 

Certain Brazilian real amounts included in this discussion have been translated, solely for the purposes of convenience for the reader, into U.S. dollars at the exchange rate as of March 31, 2025 of R$5.7422 to U.S.$1.00. Where those amounts have been translated, the relevant figures have been annotated.

 

Operational Information

 

Unless otherwise indicated, all production, plant and capacity data contained in this discussion are presented on the basis of continuing operations only, which excludes Discontinued Operations.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors.

 

The discussion below is based on, and should be read in conjunction with, the financial statements contained elsewhere in this discussion and discussed in this section, which include our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024, as well as the information under “Presentation of Financial and Other Information.”

 

Overview

 

We are a multinational corporation and one of the world’s largest beef companies in terms of production capacity. As of March 31, 2025, we operated seven slaughter plants and others processed food plants in our North America and South America businesses. Our activities include production, processing, sale and distribution of foods made from animal protein, primarily beef, as well as a variety of other food products, such as frozen vegetables, lamb, pork, fish, sauces and desserts. As of March 31, 2025, we are the controlling shareholder of BRF, holding 50.49% of its outstanding shares, corresponding to 849,526,130 shares.

 

For the three-month period ended March 31, 2025, approximately 48% of our revenue came from our North America business, 12% derived from our South America business and 39% derived from BRF.

 

With approximately 126,000 employees, of which 100,747 are employees of BRF, we operate in the food service, retail and wholesale channels, offering innovative, safe and healthy choices. We have a diversified and comprehensive portfolio of products that can be found in major restaurant and supermarket chains and that reach millions of individual customers in approximately 100 countries.

 

From April 1, 2022, we consolidated the results of BRF in our financial statements. The strategy behind the consolidation of BRF was to diversify and combine our businesses, allowing for a geographically diversified production platform, and expanding our footprint in the Americas, which is the world’s largest consumer beef market. The strategy behind the Minerva Transaction was to allow us to focus on the production of branded beef and higher value-added products.

 

Our business structure comprises three main divisions: North America, South America and BRF.

 

North America — Our North America business consists mainly of National Beef, which is the fourth largest beef processor in the United States. With three slaughter plants with a capacity of approximately 13,100 heads/day, National Beef represents approximately 14% of the beef slaughter capacity in the United States. As of March 31, 2025, the North America business also had a production capacity of approximately 100,000 tons of beef patties per year and one of the largest and most technologically advanced beef patty plants in the United States. The North America business’s products are sold domestically in the retail, wholesale, foodservice and processing channels, and exported to more than 35 countries. National Beef is also the United States’ leading exporter of chilled beef, with a focus on the Japanese and South Korean markets. This business also operates a wet blue tannery, a refrigerated and livestock transportation business and an online direct-to-consumer business offering high-quality beef and other gourmet food items for home delivery.

 

South America — Considering our continued and discontinued operations, our South America business is one of the region’s leading beef producers. It is recognized for its quality products and as one of South America’s main exporters. In Brazil, our business has the capacity to produce 104,000 tons of beef patties per year, with a focus on the retail and foodservice channels. We are the largest producer and exporter of organic beef in the Uruguayan industry where we focus on the production and sale of organic beef for export. In Argentina, we own two slaughter plants, are the leading producer and seller of beef patties and own one of the region’s most valuable and most recognized brands. In Chile, we are the leading beef importer and have a lamb slaughter plant in the Patagonia region.

 

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BRF — BRF S.A. is one of the largest producers of fresh and frozen protein foods in the world in terms of production capacity, according to WattAgNet, with a portfolio of approximately 6,400 stock keeping units, or SKUs, as of December 31, 2024, serving more than 440,000 clients in approximately 120 countries. We operate in a large and growing market supported by positive demographic growth trends. We are committed to operating our business and delivering products to our global customer base in line with our core values: quality, safety and integrity. Our processed products include marinated and frozen chicken, Chester rooster and turkey meats, specialty meats, frozen processed meats, frozen ready meals, portioned products and sliced products, among others. We also sell margarine, butter, cream cheese, sweet specialties, sandwiches, plant-based products, animal feed and pet food. We are the holder of brands such as Sadia, Perdigão, Qualy, Sadia Halal, Banvit, Perdix, Confidence and Hilal, among other regional brands. For the year ended December 31, 2024, we were responsible for 9.9% of the world’s poultry trade, according to the United States Department of Agriculture, or the USDA.

 

Three-Month Period Ended March 31, 2025 Compared to the Three-Month Period Ended March 31, 2024

 

The discussion below in reference to the three-month periods ended March 31, 2025 and 2024 is exclusive of Discontinued Operations.

 

The following discussion is presented on a consolidated basis, as well as by business unit, meaning, (1) North America, comprised of National Beef, (2) South America, comprised of assets in Brazil, Argentina, Uruguay and Chile, and (3) BRF.

 

Net Sales

 

Net sales increased by 24.7%, from R$31,590.9 million for the three-month period ended March 31, 2024, to R$39,405.0 million for the three-month period ended March 31, 2025. The increase in net sales is primarily due to robust sales growth across all segments, primarily driven by heightened demand in North America and capacity expansion initiatives within our South America operations.

 

The table below shows our net sales for our business units:

 

    Three-Month Period Ended
March 31,
    % Change  
    2025     2024     2025 x 2024  
    (in millions of R$)  
North America                  
Domestic Market     17,311.6       12,552.2       37.9 %
Exports     1,743.2       1,471.9       18.4 %
North America Total     19,054.7       14,024.1       35.9 %
South America                        
Domestic Market     2,210.8       1,694.6       30.0 %
Exports     2,714.3       2,543.9       6.7 %
South America Total     4,925.1       4,238.5       15.7 %
BRF                        
Domestic Market     8,005.6       6,722.1       19.1 %
Exports     7,419.7       6,606.2       12.3 %
BRF Total     15,425.2       13,328.3       15.7 %
Marfrig Consolidated                        
Domestic Market     27,528.00       20,968.9       31.3 %
Exports     11,877.20       10,622.0       11.8 %
Total Consolidated     39,405.20       31,590.9       24.7 %

 

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Below is a discussion of the changes in our net sales by business unit as set out in the table above:

 

North America

 

North America net sales for the three-month period ended March 31, 2025 increased by 35.9% from R$ 14,024.1 million for the three-month period ended March 31, 2024 to R$ 19,054.7 million for the three-month period ended March 31, 2025 due to an increase in sales volume and prices which was driven by the domestic market and effects of currency translations.

 

Domestic Market

 

Domestic sales across North America increased by 37.9% from R$ 12,552.2 million for the three-month period ended March 31, 2024, to R$ 17,311.6 million for the three-month period ended March 31, 2025. This was primarily due to continued growth in demand for beef protein and an increase in average selling prices.

 

Export Market

 

Export net sales across North America operations increased by 18.4% from R$ 1,471.9 million for the three-month period ended March 31, 2024, to R$ 1,743.2 million in net sales for the three-month period ended March 31, 2025. This increase was primarily due to the effects of currency translations.

 

South America

 

South America net sales increased by 15.7% from R$ 4,238.5 million for the three-month period ended March 31, 2024 to R$ 4,925.1 million for the three-month period ended March 31, 2025. This increase was mainly due to capacity expansion initiatives and a mix of greater value-added products.

 

Domestic Market

 

Domestic market net sales across our South America operation increased by 30.0% from R$1,694.6 million for the three-month period ended March 31, 2024 to R$2,210.8 million for the three-month period ended March 31, 2025. This increase was primarily due to higher average sales price, volume growth aligned with capacity expansion, and increased contribution of processed products in the sales portfolio.

 

Export Market

 

Export net sales across our South America operation increased by 6.7% from R$ 2,543.9 million for the three-month period ended March 31, 2024 to R$ 2,714.3 million for the three-month period ended March 31, 2025. This increase was mainly due to higher average export prices.

 

BRF

 

BRF net sales for the three-month period ended March 31, 2025 increased by 15.7% from R$13,328.3 million for the three-month period ended March 31, 2024 to R$ 15,425.2 million for the three-month period ended March 31, 2025. This increase is primarily driven by the positive cycle, where supply, primarily of chicken, is constrained across various geographies, coupled with increasing demand for proteins.

 

4


 

Domestic Market

 

BRF domestic sales for the three-month period ended March 31, 2025 increased by 19.1% from R$6,722.1 million for the three-month period ended March 31, 2024 to R$ 8,005.6 million for the three-month period ended March 31, 2025. This increase was primarily due to improved performance of processed products and higher sales volumes.

 

Export Market

 

BRF export net sales for the three-month period ended March 31, 2025 increased by 12.3% from R$6,606.2 million for the three-month period ended March 31, 2024 to R$ 7,419.7 million in net sales for the three-month period ended March 31, 2025. This increase was primarily due to higher average prices in U.S. dollars and currency translation effects.

 

Cost of Products and Goods Sold

 

Cost of products and goods sold increased by 25.3% from R$27,753.2 million for the three-month period ended March 31, 2024, to R$34,762.1 million for the three-month period ended March 31, 2025. This increase was mainly due to an increase in raw material costs across all segments.

 

The table below shows the composition of cost of products and goods sold:

 

    Three-Month Period Ended March 31,  
Cost of Products and Goods Sold   2025     %     2024     %  
    (in millions of R$, except where indicated)  
Direct and Indirect Labor     (2,958.1 )     8.5 %     (2,435.9 )     8.8 %
Raw Materials     (20,127.5 )     57.9 %     (14,311.7 )     51.6 %
Production Costs     (3,076.9 )     8.9 %     (2,765.4 )     10.0 %
Total     (34,762.1 )     100.0 %     (27,753.2 )     100.0 %

 

Raw materials, which include animals, remained the chief component of cost of goods sold, accounting for 57.9% of the total cost of goods sold for the three-month period ended March 31, 2025, as compared to 51.6% for the three-month period ended March 31, 2024. This increase was mainly due to an increase of cattle costs in our North America segment.

 

Gross Profit

 

As a result of the above factors, our gross profit increased by 21.0% from R$3,837.7 million for the three-month period ended March 31, 2024 to R$4,642.9 million for the three-month period ended March 31, 2025. The main reason for this increase was an improvement of profitability performance in our South America and BRF segments.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses totaled R$3,385.1 million for the three-month period ended March 31, 2025, a 15.4% increase from the R$2,933.4 million recorded for the three-month period ended March 31, 2024. The main reason for the increase was an increase in sales volume across our units which resulted in increased operating expenses.

 

Selling expenses increased by 10.9% from R$2,468.7 million for the three-month period ended March 31, 2024 to R$2,738.2 million for the three-month period ended March 31, 2025. The increase was mainly due to greater sales volumes, primarily in our North America segment, and the effects of currency translation when converted to reais.

 

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General and administrative expenses increased by 39.2% from R$464.7 million for the three-month period ended March 31, 2024 to R$647.0 million for the three-month period ended March 31, 2025. The increase was primarily driven by greater expenses denominated in foreign currency and the effects of currency translations when converted to reais.

 

Other Operating Income (Expenses)

 

Other operating income (expenses), net, increased by 205.3%, from a net operating expense of R$13.2 million for the three-month period ended March 31, 2024 to net operating income of R$13.9 million for the three-month period ended March 31, 2025. This change was primarily driven by the sale of dormant plants, which had previously affected the results negatively.

 

Financial Income (Expenses)

 

The financial result for the three-month period ended March 31, 2025 was a net expense of R$1,340.1 million, compared to a net expense of R$972.5 million for the three-month period ended March 31, 2024. This increase of 37.8% was primarily due to an increase in gross debt and an increase in the baseline interest rate, particularly in Brazil.

 

Our net loss from trading is explained by the hedging instruments detailed in note 30 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025.

 

The table below includes a breakdown of our financial result:

 

    Three-Month Period Ended
March 31,
    % Change  
    2025     2024     2025 x 2024  
    (in millions of R$)  
Financial Result                  
Interest received, earnings from marketable securities     413.8       340.1       21.7 %
Interest, debentures and lease with financial institutions     (1,655.2 )     (1,278.2 )     29.5 %
Inflation adjustments, bank expenses, amortization cost on debt and other     (9.9 )     (138.6 )     92.9. %
Translation gains and losses     (88.9 )     104.1       185.4 %
Total     (1,340,081 )     (972.5 )     37.8 %
Financial income     3,731,428       1,926.1       93.7 %
Financial expenses     (5,071,509 )     (2,898.6 )     75.0 %
Financial Income (expense)     (1,340,081 )     (972.5 )     37.8 %

 

Income and Social Contribution Taxes

 

We recorded tax credits from income and social contribution taxes in the amount of R$491.8 million for the three-month periods ended March 31, 2025.

 

For the for the three-month periods ended March 31, 2024, we recorded tax credits from income and social contribution taxes in the amount of R$228.2 million.

 

Net Income (Loss) for the Year from Continuing and Discontinuing Operations 

 

Net income for the three-month period ended March 31, 2025, increased by 152.9%, from R$167.9 million for the three-month period ended March 31, 2024, to R$424.6 million for the three-month period ended March 31, 2025. This increase primarily reflects improved financial income and operational performance across key segments.

 

Net margin for the three-month period ended March 31, 2025 increased to 1.08% compared to 0.53% for the three-month period ended March 31, 2024.

 

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Liquidity and Capital Resources

 

Sources and Uses of Cash

 

Our main sources of cash are (i) our cash flow from operations, (ii) our raising of long- and short-term debt and (iii) equity raising transactions. Our main uses of cash are costs and expenses related to our operations, cash requirements for capital expenditures related to investments in expansion and/or modernization of our plants, and repayment of debt.

 

The table below shows our cash flows for the periods indicated:

 

    Three -Month Period ended
March 31,
 
    2025     2024  
    (in millions of R$)  
Cash flow provided by (used in) operating activities     2,960.6       1,386.7  
Cash flow provided by (used in) investing activities     395.6       (2,222.1 )
Cash flow provided by (used in) financing activities     (3,564.2 )     (2,508.3 )
Exchange variation on cash and cash equivalents     (568.3 )     335.9  
Discontinued operations net of cash     114.9       241.5  
Cash flow in the periods     (661.5 )     (2,766.3 )

 

Cash flow provided by (used in) Operating Activities

 

Our cash flows from operating activities for the three-month periods ended March 31, 2025 and 2024 amounted to an inflow of R$2,960.6 million and an inflow of R$1,386.7 million, respectively, representing a 113% increase. In addition to requiring cash to finance our operations, we needed cash to fund investments, pursue strategic initiatives, and service our financial obligations. These cash needs during the periods were primarily met through a combination of operational cash flow and short- and long-term financing activities.

 

Cash flow provided by (used in) Investing Activities

 

Net cash provided by (used in) investing activities for the three-month periods ended March 31, 2025 and 2024 amounted to R$395.6 million and a net outflow of R$2,222.1 million, respectively. For the three-month period ended March 31, 2025, we directed investment cash flows towards operational improvements, acquisitions, and modernization, contrasting with the prior period’s higher outflows from other investment-related activities. A significant portion of investments is typically allocated to the maintenance, development, or expansion of our facilities.

 

Cash flow provided by (used in) Financing Activities

 

We used R$3,564.2 million (net) in financing activities for the three-month period ended March 31, 2025, compared to R$2,508.4 million (net) used for the three-month period ended March 31, 2024, representing a 42% increase. Our principal financing activities during the three-month period ended March 31, 2025, included debt repayments as part of our regular repayment schedule, as well as measures taken to manage our financial obligations.

 

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DISCONTINUED OPERATIONS

Minerva Transaction

 

On August 28, 2023, following our strategic shift to focus on the production of branded meat and products with higher value added, we decided to sell to Minerva S.A. certain cattle and sheep slaughter units in Argentina, Brazil, Chile and Uruguay, which are part of the South America segment.

 

On May 21, 2024, we received from the CPDC of Uruguay a resolution denying authorization for the sale of the assets located in Uruguay, comprising the cattle slaughter units in Colônia, Salto and San José.

 

On September 25, 2024, we received from the Administrative Council for Economic Defense (CADE), the approval for the transfer of the assets located in Brazil.

 

On October 28, 2024, we closed this transaction to sell the cattle and sheep slaughter units in Argentina, Brazil and Chile. As of that date, we received R$5.6 billion, in addition to R$1.5 billion that was paid at signing. The closing of the sale of our units in Uruguay remains subject to ongoing antitrust review subject to the approval by the CPDC. On October 30, 2024, the CPDC reaffirmed its prior decision. We filed an appeal against CPDC’s ruling on February 11, 2025.

 

Results of Discontinued Operations

 

The financial results for the three-month period ended March 31, 2025 include the results and cash flows of the Discontinued Operations. By contrast, the financial results for the three-month period ended March 31, 2024 reflect the results and cash flows of all assets involved in the Minerva transaction, which were classified as non-current assets held for sale in accordance with IFRS 5. As a result, the financial results for these periods are not directly comparable.

 

The tables below set forth certain selected income statement line items relating to our Discontinued Operations for the three-month period ended March 31, 2025 and 2024.

 

    Three -Month Period ended
March 31,
 
   

2025 (1)

    2024 (2)  
    (in millions of R$)  
Net sales     74.7       750.8  
Cost of products and goods sold     (23.6 )     (506.3 )
Gross profit     51.1       244.4  
Operating expenses     (47.9 )     (162.5 )
Net financial result     6.7       (127.2 )
Net operating income (loss)     (3.5 )     (45.2 )
Income and social contribution taxes     2.8       80.9  
Loss from discontinued operations     (0.7 )     35.7  
Controlling interest discontinued operation     (0.7 )     35.7  
Non-controlling interest discontinued operation           (0 )
Loss from discontinued operations     (0.7 )     35.7  

 

 

 

Note:—

 

(1) Comprise the Discontinued Operations.

 

(2) Comprise all assets subject to the Minerva Transaction.

 

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The tables below set forth certain selected cash flow statement line items relating to our Discontinued Operations for the three-month periods ended March 31, 2025 and 2024:

 

    Three-month period ended
March 31,
 
   

2025(1)

    2024(2)  
    (in millions of R$)  
Parent’s profit (loss) for the period     (0.7 )     35.7  
Non-cash items     4.0       115.7  
Equity changes     115.5       (12.9 )
Cash flow provided by (used) in operating activities     118.8       138.4  
Cash flow used in investing activities     (12.2 )     (22.2 )
Cash flow provided by (used) in investing activities     (2.1 )     162.3  
Exchange variation on cash and equivalents     (5.7 )     5.8  
Cash flow for the year     98.8       284.3  
Cash and cash equivalents     (16.1 )     (42.8 )
Discontinued operations, net of cash     114.9       241.5  

 

 

 

Note:—

 

(1) Comprise the Discontinued Operations.

 

(2) Comprise all assets subject to the Minerva Transaction.

 

For additional information, see note 12 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025.

 

 

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