UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of August 2025
Commission File Number: 333-251238
|
|
COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
|
|
Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
CONTENTS

To the Board of Directors and Stockholders
Cosan S.A.
Introduction
We have reviewed the accompanying interim statement of financial position of Cosan S.A. ("Company") as at June 30, 2025 and the related statements of profit or loss and other comprehensive income for the quarter and six-month period then ended, and the statements of changes in equity and cash flows for the six-month period then ended, as well as the accompanying consolidated interim statement of financial position of the Company and its subsidiaries ("Consolidated") as at June 30, 2025 and the related consolidated statements of profit or loss and other comprehensive income for the quarter and six-month period then ended, and the consolidated statements of changes in equity and cash flows for the six-month period then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these parent company and consolidated condensed interim financial statements in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated condensed interim financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.
| PricewaterhouseCoopers Auditores Independentes Ltda. | |
| Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o, | |
| São Paulo, SP, Brasil, 04538-132 | |
| www.pwc.com.br | T: +55 (11) 4004-8000 |

Statements of value added
The interim condensed financial statements referred to above include the parent company and consolidated statements of value added for the six-month period ended June 30, 2025. These statements are the responsibility of the Company's management and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the condensed interim financial statements for the purpose of concluding whether they are reconciled with the condensed interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated condensed interim financial statements taken as a whole.
Audit and review of previous year's figures
The condensed interim financial statements referred to in the first paragraph include accounting information corresponding to the statements of profit or loss and other comprehensive income for the for the quarter and six-month period ended June 30, 2024, and the statements of changes in equity, cash flows and value added for the six-month period ended June 30, 2024, obtained from the condensed interim financial statements for that period, and the statement of financial position as of December 31, 2024, obtained from the financial statements ended December 31, 2024, presented for comparison purposes. The review of the condensed interim financial statements for the period ended June 30, 2024 and the audit of the financial statements for the year ended December 31, 2024 were conducted under the responsibility of other independent auditors, who issued review and audit reports dated August 14, 2024, and March 10, 2025, respectively, without qualifications.
São Paulo, August 14, 2025
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira
Contador CRC 1SP265450/O-8
(In thousands of Brazilian reais - R$)
|
Parent Company |
Consolidated |
||||||||
|
Note |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
|||||
|
Assets |
|||||||||
|
Cash and cash equivalents |
5.1 |
2,931,314 |
2,201,267 |
13,527,889 |
16,903,542 |
||||
|
Restricted cash |
— |
— |
27,915 |
28,006 |
|||||
|
Marketable securities |
485,179 |
805,335 |
2,723,105 |
3,272,941 |
|||||
|
Trade receivables |
— |
— |
3,951,961 |
3,730,364 |
|||||
|
Derivative financial instruments |
5.3 |
— |
18,402 |
161,993 |
905,341 |
||||
|
Inventories |
— |
— |
2,104,814 |
2,072,905 |
|||||
|
Receivables from related parties |
5.4 |
152,874 |
114,099 |
184,061 |
197,063 |
||||
|
Income tax receivable |
657,871 |
453,308 |
972,638 |
793,721 |
|||||
|
Other current tax receivable |
5,373 |
5,364 |
902,796 |
886,136 |
|||||
|
Dividend receivable |
11,848 |
19,377 |
32,669 |
153,548 |
|||||
|
Reduction of capital receivable |
— |
1,013,714 |
— |
— |
|||||
|
Sectorial financial assets |
— |
— |
258,142 |
221,947 |
|||||
|
Other financial assets |
— |
— |
91 |
675 |
|||||
|
Other current assets |
91,740 |
50,896 |
1,054,926 |
629,426 |
|||||
|
Current assets |
4,336,199 |
4,681,762 |
25,903,000 |
29,795,615 |
|||||
|
Current assets held for sale |
795,828 |
796,211 |
979,697 |
978,788 |
|||||
|
5,132,027 |
5,477,973 |
26,882,697 |
30,774,403 |
||||||
|
Trade receivables |
— |
— |
166,429 |
265,370 |
|||||
|
Marketable securities |
224,748 |
— |
325,481 |
113,360 |
|||||
|
Restricted cash |
188 |
— |
192,778 |
146,297 |
|||||
|
Deferred tax assets |
9 |
1,158,637 |
1,758,410 |
3,488,404 |
4,495,296 |
||||
|
Receivables from related parties |
5.4 |
95,250 |
292,882 |
26,319 |
202,826 |
||||
|
Income tax receivable |
— |
— |
140,012 |
264,308 |
|||||
|
Other non-current tax receivable |
36,083 |
35,177 |
1,599,348 |
1,334,553 |
|||||
|
Judicial deposits |
10 |
390,067 |
416,969 |
1,054,531 |
1,056,690 |
||||
|
Derivative financial instruments |
5.3 |
120,468 |
1,547,093 |
1,998,415 |
2,893,987 |
||||
|
Sectorial financial assets |
— |
— |
530,602 |
509,695 |
|||||
|
Other non-current assets |
137,906 |
140,594 |
834,681 |
739,386 |
|||||
|
Other financial assets |
— |
— |
4,472 |
3,820 |
|||||
|
Investment in subsidiaries and associates |
6.1 |
22,482,118 |
31,308,696 |
1,638,515 |
10,678,566 |
||||
|
Investment in joint ventures |
7 |
1,013,743 |
1,193,072 |
8,960,090 |
10,545,044 |
||||
|
Property, plant and equipment |
8.1 |
39,042 |
39,038 |
24,367,923 |
23,019,016 |
||||
|
Intangible assets and goodwill |
8.2 |
11,441 |
9,873 |
26,477,844 |
26,330,785 |
||||
|
Contract assets |
— |
— |
1,031,451 |
1,114,830 |
|||||
|
Right-of-use assets |
8.3 |
|
16,102 |
17,557 |
9,583,592 |
9,958,751 |
|||
|
Investment property |
— |
— |
16,732,690 |
16,818,919 |
|||||
|
Non-current assets |
25,725,793 |
36,759,361 |
99,153,577 |
110,491,499 |
|||||
|
|
|||||||||
|
Total assets |
30,857,820 |
42,237,334 |
126,036,274 |
141,265,902 |
|||||
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.Condensed statement of financial position
Interim statement of financial position
(In thousands of Brazilian reais - R$)
|
Parent Company |
Consolidated |
||||||||
|
Note |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
|||||
|
Liabilities |
|||||||||
|
Loans, borrowings and debentures |
5.2 |
480,944 |
347,032 |
3,873,610 |
4,403,148 |
||||
|
Leases |
9,987 |
9,227 |
1,016,530 |
1,007,533 |
|||||
|
Derivative financial instruments |
5.3 |
252,037 |
1,074,991 |
2,027,992 |
2,504,117 |
||||
|
Trade payables |
5.5 |
1,366 |
2,900 |
4,059,315 |
5,168,593 |
||||
|
Employee benefits payables |
26,489 |
43,356 |
582,617 |
794,906 |
|||||
|
Income tax payables |
13,837 |
18,514 |
142,713 |
414,823 |
|||||
|
Other taxes payable |
80,992 |
78,197 |
605,900 |
637,842 |
|||||
|
Dividends payable |
11 |
39 |
3,495 |
135,875 |
96,722 |
||||
|
Reduction of capital payable |
— |
— |
— |
486,285 |
|||||
|
Concessions payable |
— |
— |
178,611 |
166,273 |
|||||
|
Related party payables |
5.4 |
146,329 |
210,620 |
377,952 |
416,410 |
||||
|
Sectorial financial liabilities |
— |
— |
78,067 |
64,718 |
|||||
|
Other financial liabilities |
5 |
— |
— |
695,027 |
770,103 |
||||
|
Other current liabilities |
308,389 |
298,534 |
855,658 |
895,223 |
|||||
|
Current liabilities |
1,320,409 |
2,086,866 |
14,629,867 |
17,826,696 |
|||||
|
Liabilities related to assets held for sale |
— |
— |
86,145 |
86,138 |
|||||
|
1,320,409 |
2,086,866 |
14,716,012 |
17,912,834 |
||||||
|
Loans, borrowings and debentures |
5.2 |
15,659,544 |
21,003,523 |
56,526,653 |
62,052,278 |
||||
|
Leases |
12,482 |
15,232 |
5,359,142 |
5,502,220 |
|||||
|
Derivative financial instruments |
5.3 |
159,973 |
29,883 |
618,691 |
966,087 |
||||
|
Trade payables |
5.5 |
— |
— |
19,763 |
19,256 |
||||
|
Employee benefits payables |
— |
— |
31,294 |
19,101 |
|||||
|
Other taxes payable |
135,436 |
216,203 |
163,811 |
255,245 |
|||||
|
Income tax payables |
52,928 |
— |
124,485 |
— |
|||||
|
Provision for legal proceedings |
10 |
266,965 |
308,607 |
2,044,858 |
2,044,633 |
||||
|
Concessions payable |
— |
— |
3,793,992 |
3,554,917 |
|||||
|
Investments with unsecured liabilities |
6.1 |
349,663 |
263,722 |
— |
— |
||||
|
Related party payables |
5.4 |
5,359,068 |
7,052,404 |
1,078 |
1,078 |
||||
|
Post-employment benefits |
389 |
279 |
566,971 |
526,620 |
|||||
|
Deferred tax liabilities |
9 |
— |
— |
6,003,008 |
5,973,506 |
||||
|
Sectorial financial liabilities |
— |
— |
2,068,665 |
1,975,521 |
|||||
|
Deferred income |
— |
— |
15,336 |
16,589 |
|||||
|
Other financial liabilities |
5 |
— |
— |
158,475 |
297,736 |
||||
|
Other non-current liabilities |
349,903 |
356,851 |
719,624 |
749,919 |
|||||
|
Non-current liabilities |
22,346,351 |
29,246,704 |
78,215,846 |
83,954,706 |
|||||
|
Total liabilities |
23,666,760 |
31,333,570 |
92,931,858 |
101,867,540 |
|||||
|
Shareholders’ equity |
11 |
||||||||
|
Share capital |
8,182,738 |
8,832,544 |
8,182,738 |
8,832,544 |
|||||
|
Treasury shares |
(84,162) |
(50,708) |
(84,162) |
(50,708) |
|||||
|
Additional paid-in capital |
1,171,058 |
2,205,878 |
1,171,058 |
2,205,878 |
|||||
|
Accumulated other comprehensive income |
655,361 |
565,855 |
655,361 |
565,855 |
|||||
|
Profit reserve |
— |
8,773,990 |
— |
8,773,990 |
|||||
|
Retained losses |
(2,733,935) |
(9,423,795) |
(2,733,935) |
(9,423,795) |
|||||
|
Equity attributable to owners of the Company |
7,191,060 |
10,903,764 |
7,191,060 |
10,903,764 |
|||||
|
Non-controlling interests |
6.2 |
— |
— |
25,913,356 |
28,494,598 |
||||
|
Total shareholders' equity |
7,191,060 |
10,903,764 |
33,104,416 |
39,398,362 |
|||||
|
Total liabilities and shareholders' equity |
|
|
30,857,820 |
|
42,237,334 |
|
126,036,274 |
|
141,265,902 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
(In thousands of Brazilian reais - R$, except earnings (loss) per share)
|
Parent Company |
Consolidated |
||||||||||||||||
|
|
|
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
|||||||||||
|
Note |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|||||||||
|
Net sales |
13 |
— |
— |
— |
— |
10,477,652 |
10,694,008 |
20,140,253 |
20,536,064 |
||||||||
|
Cost of sales |
14 |
— |
— |
— |
— |
(6,881,505) |
(7,137,604) |
(13,673,411) |
(14,066,041) |
||||||||
|
Gross profit |
— |
— |
— |
— |
3,596,147 |
3,556,404 |
6,466,842 |
6,470,023 |
|||||||||
|
Selling expenses |
14 |
— |
— |
— |
— |
(457,529) |
(376,497) |
(897,585) |
(737,901) |
||||||||
|
General and administrative expenses |
14 |
(77,614) |
(111,518) |
(135,551) |
(215,201) |
(643,624) |
(611,413) |
(1,178,656) |
(1,194,668) |
||||||||
|
Other operating income (expenses), net |
15 |
(7,925) |
28,634 |
166,001 |
14,395 |
488,794 |
165,774 |
1,012,924 |
166,535 |
||||||||
|
Impairment |
15 |
— |
— |
— |
— |
(397,531) |
(2,574,817) |
(683,139) |
(2,574,817) |
||||||||
|
Operating (expenses) income |
(85,539) |
(82,884) |
30,450 |
(200,806) |
(1,009,890) |
(3,396,953) |
(1,746,456) |
(4,340,851) |
|||||||||
|
Loss (profit) before equity in earnings of investees, finance results and income taxes |
(85,539) |
(82,884) |
30,450 |
(200,806) |
2,586,257 |
159,451 |
4,720,386 |
2,129,172 |
|||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
6.1 |
46,008 |
753,820 |
(447,229) |
1,577,990 |
79,604 |
833,371 |
98,652 |
1,294,795 |
||||||||
|
Interest in (losses) earnings of joint ventures |
7 |
(92,880) |
50,927 |
(221,073) |
5,052 |
(828,449) |
450,974 |
(1,967,495) |
47,066 |
||||||||
|
Equity in earnings (losses) of investees |
(46,872) |
804,747 |
(668,302) |
1,583,042 |
(748,845) |
1,284,345 |
(1,868,843) |
1,341,861 |
|||||||||
|
Finance expense |
(623,490) |
(625,774) |
(1,387,451) |
(1,155,309) |
(2,060,943) |
(2,130,752) |
(4,774,585) |
(3,995,308) |
|||||||||
|
Finance income |
111,488 |
42,188 |
336,030 |
100,371 |
716,707 |
726,385 |
1,754,607 |
1,341,486 |
|||||||||
|
Foreign exchange, net |
421,118 |
(1,514,581) |
1,500,402 |
(1,852,577) |
794,492 |
(2,442,818) |
2,588,455 |
(2,974,036) |
|||||||||
|
Net effect of derivatives |
(562,976) |
652,311 |
(1,726,075) |
138,950 |
(1,253,143) |
1,325,382 |
(3,274,360) |
1,326,726 |
|||||||||
|
Finance results, net |
16 |
(653,860) |
(1,445,856) |
(1,277,094) |
(2,768,565) |
(1,802,887) |
(2,521,803) |
(3,705,883) |
(4,301,132) |
||||||||
|
Profit (loss) before income taxes |
(786,271) |
(723,993) |
(1,914,946) |
(1,386,329) |
34,525 |
(1,078,007) |
(854,340) |
(830,099) |
|||||||||
|
Income taxes |
9 |
||||||||||||||||
|
Current |
— |
— |
— |
(3,849) |
(371,559) |
(543,520) |
(674,721) |
(827,916) |
|||||||||
|
Deferred |
(159,771) |
496,885 |
(818,990) |
970,896 |
(231,063) |
652,042 |
(974,436) |
952,076 |
|||||||||
|
(159,771) |
496,885 |
(818,990) |
967,047 |
(602,622) |
108,522 |
(1,649,157) |
124,160 |
||||||||||
|
Loss for the period |
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
(568,097) |
(969,485) |
(2,503,497) |
(705,939) |
|||||||||
|
Profit (loss) attributable to: |
|||||||||||||||||
|
Owners of the Company |
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
|||||||||
|
Non-controlling interests |
— |
— |
— |
— |
377,945 |
(742,377) |
230,439 |
(286,657) |
|||||||||
|
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
(568,097) |
(969,485) |
(2,503,497) |
(705,939) |
||||||||||
|
Earnings (loss) per share |
12 |
||||||||||||||||
|
Basic |
R$ (0.51) |
R$ (0.12) |
R$ (1.47) |
R$ (0.22) |
|||||||||||||
|
Diluted |
R$ (0.51) |
R$ (0.12) |
R$ (1.47) |
R$ (0.22) |
|||||||||||||
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Interim statement of other comprehensive income
(In thousands of Brazilian reais - R$, except earnings (loss) per share)
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Loss for the period |
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
(568,097) |
(969,485) |
(2,503,497) |
(705,939) |
|||||||
|
Other comprehensive income: |
|||||||||||||||
|
Items that are or may be reclassified subsequently to profit or loss: |
|||||||||||||||
|
Foreign currency translation differences |
221,491 |
101,317 |
(69,205) |
164,203 |
244,609 |
131,448 |
(45,589) |
194,502 |
|||||||
|
Gain (loss) on cash flow hedge |
9,810 |
(127,372) |
172,697 |
(159,756) |
25,815 |
(229,812) |
219,360 |
(291,759) |
|||||||
|
Deferred taxes |
— |
— |
— |
— |
(19,548) |
62,666 |
(47,573) |
82,049 |
|||||||
|
231,301 |
(26,055) |
103,492 |
4,447 |
250,876 |
(35,698) |
126,198 |
(15,208) |
||||||||
|
Items that will not be reclassified to profit or loss: |
|||||||||||||||
|
Actuarial gains (losses) with defined benefit plan |
13 |
892 |
(22,484) |
16,968 |
(7,230) |
(14,138) |
(37,619) |
10,148 |
|||||||
|
Deferred taxes |
(1) |
— |
8,498 |
(1,668) |
7,022 |
14,981 |
24,024 |
6,724 |
|||||||
|
12 |
892 |
(13,986) |
15,300 |
(208) |
843 |
(13,595) |
16,872 |
||||||||
|
Total comprehensive loss for the period |
(714,729) |
(252,271) |
(2,644,430) |
(399,535) |
(317,429) |
(1,004,340) |
(2,390,894) |
(704,275) |
|||||||
|
Comprehensive income (loss) attributable to: |
|||||||||||||||
|
Owners of the Company |
(714,729) |
(252,271) |
(2,644,430) |
(399,535) |
(714,729) |
(252,271) |
(2,644,430) |
(399,535) |
|||||||
|
Non-controlling interests |
— |
— |
— |
— |
397,300 |
(752,069) |
253,536 |
(304,740) |
|||||||
|
(714,729) |
(252,271) |
(2,644,430) |
(399,535) |
(317,429) |
(1,004,340) |
(2,390,894) |
(704,275) |
||||||||
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
(In thousands of Brazilian reais - R$)
|
Capital reserve |
Profit reserve |
Shareholders’ equity attributable to |
||||||||||||||||||||
|
Share capital |
Treasury shares |
Corporate transactions - Law 6,404/76 |
Additional paid-in capital |
Accumulated other comprehensive income |
Legal |
Statutory reserve |
Retained losses |
Controlling shareholders |
Non-controlling shareholders |
Total equity |
||||||||||||
|
Balance as at January 1, 2025 |
8,832,544 |
(50,708) |
737 |
2,205,141 |
565,855 |
58,802 |
8,715,188 |
(9,423,795) |
10,903,764 |
28,494,598 |
39,398,362 |
|||||||||||
|
Profit (loss) for the period |
— |
— |
— |
— |
— |
— |
— |
(2,733,936) |
(2,733,936) |
230,439 |
(2,503,497) |
|||||||||||
|
Other comprehensive income |
||||||||||||||||||||||
|
Gain (loss) from cash flow hedge |
— |
— |
— |
— |
172,697 |
— |
— |
— |
172,697 |
(910) |
171,787 |
|||||||||||
|
Foreign currency translation differences |
— |
— |
— |
— |
(69,205) |
— |
— |
— |
(69,205) |
23,616 |
(45,589) |
|||||||||||
|
Actuarial gains (losses) on defined benefit plans, net of tax |
— |
— |
— |
— |
(13,986) |
— |
— |
— |
(13,986) |
391 |
(13,595) |
|||||||||||
|
Total comprehensive income (loss) for the period |
— |
— |
— |
— |
89,506 |
— |
— |
(2,733,936) |
(2,644,430) |
253,536 |
(2,390,894) |
|||||||||||
|
Transactions with owners of the Company contributions and distributions: |
||||||||||||||||||||||
|
Effect arising from capital increase in subsidiary |
— |
— |
— |
(89,084) |
— |
— |
— |
— |
(89,084) |
89,084 |
— |
|||||||||||
|
Own shares acquired (note 11 (a)) |
— |
(34,022) |
— |
— |
— |
— |
— |
— |
(34,022) |
— |
(34,022) |
|||||||||||
|
Share-based payments |
— |
568 |
538 |
— |
— |
— |
— |
1,106 |
11,955 |
13,061 |
||||||||||||
|
Absorption of accumulated losses (note 11 (c)) |
(649,806) |
— |
— |
— |
— |
(58,802) |
(8,715,188) |
9,423,796 |
— |
— |
— |
|||||||||||
|
Dividends |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(1,745,209) |
(1,745,209) |
|||||||||||
|
Employee share schemes - value of employee services |
— |
— |
— |
29,289 |
— |
— |
— |
— |
29,289 |
3,133 |
32,422 |
|||||||||||
|
Total contributions and distributions |
(649,806) |
(33,454) |
— |
(59,257) |
— |
(58,802) |
(8,715,188) |
9,423,796 |
(92,711) |
(1,641,037) |
(1,733,748) |
|||||||||||
|
Transactions with owners of the Company: |
||||||||||||||||||||||
|
Change of shareholding interest in subsidiary (note 6.1) |
— |
— |
— |
(975,563) |
— |
— |
— |
— |
(975,563) |
(1,193,741) |
(2,169,304) |
|||||||||||
|
Total transactions with owners of the Company |
— |
— |
— |
(975,563) |
— |
— |
— |
— |
(975,563) |
(1,193,741) |
(2,169,304) |
|||||||||||
|
Total transactions with owners of the Company contributions and distributions |
(649,806) |
(33,454) |
— |
(1,034,820) |
— |
(58,802) |
(8,715,188) |
9,423,796 |
(1,068,274) |
(2,834,778) |
(3,903,052) |
|||||||||||
|
Balance as at June 30, 2025 |
8,182,738 |
|
(84,162) |
737 |
1,170,321 |
655,361 |
— |
— |
(2,733,935) |
7,191,060 |
25,913,356 |
33,104,416 |
||||||||||
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Condensed statement of changes in equity
Interim statement of changes in equity
(In thousands of Brazilian reais - R$)
|
Capital reserve |
Profit reserve |
Shareholders’ equity attributable to |
||||||||||||||||||||||
|
Share capital |
Treasury shares |
Corporate transactions - Law 6,404/76 |
Additional paid-in capital |
Accumulated other comprehensive income |
Legal |
Statutory reserve |
Profit retention |
Retained losses |
Controlling shareholders |
Non-controlling shareholders |
Total equity |
|||||||||||||
|
Balance as at January 1, 2024 |
8,682,544 |
(93,917) |
737 |
2,561,227 |
314,325 |
58,802 |
8,610,796 |
820,793 |
— |
20,955,307 |
30,025,873 |
50,981,180 |
||||||||||||
|
Loss for the period |
— |
— |
— |
— |
— |
— |
— |
— |
(419,282) |
(419,282) |
(286,657) |
(705,939) |
||||||||||||
|
Other comprehensive income |
|
|||||||||||||||||||||||
|
Gain (loss) from cash flow hedge |
— |
— |
— |
— |
(159,756) |
— |
— |
— |
— |
(159,756) |
(49,954) |
(209,710) |
||||||||||||
|
Foreign currency translation differences |
— |
— |
— |
— |
164,203 |
— |
— |
— |
— |
164,203 |
30,299 |
194,502 |
||||||||||||
|
Actuarial gains with defined benefit plan, net of tax |
— |
— |
— |
— |
15,300 |
— |
— |
— |
— |
15,300 |
1,572 |
16,872 |
||||||||||||
|
Total comprehensive income (loss) for the period |
— |
— |
— |
— |
19,747 |
— |
— |
— |
(419,282) |
(399,535) |
(304,740) |
(704,275) |
||||||||||||
|
Transactions with owners of the Company contributions and distributions: |
||||||||||||||||||||||||
|
Capital increase |
150,000 |
— |
— |
— |
— |
— |
(150,000) |
— |
— |
— |
— |
— |
||||||||||||
|
Capital reduction in subsidiary |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(20,629) |
(20,629) |
||||||||||||
|
Share-based payment |
— |
43,678 |
— |
(132,064) |
— |
— |
— |
— |
— |
(88,386) |
9,700 |
(78,686) |
||||||||||||
|
Loss in dividend distribution to non-controlling shareholders |
— |
— |
— |
(420) |
— |
— |
— |
— |
— |
(420) |
549 |
129 |
||||||||||||
|
Dividends |
— |
— |
— |
— |
— |
— |
(566,401) |
— |
— |
(566,401) |
(1,249,678) |
(1,816,079) |
||||||||||||
|
Own shares acquired |
— |
(162,174) |
— |
— |
— |
— |
— |
— |
— |
(162,174) |
— |
(162,174) |
||||||||||||
|
Employee share schemes - value of employee services |
— |
— |
— |
47,775 |
— |
— |
— |
— |
— |
47,775 |
10,521 |
58,296 |
||||||||||||
|
Total contributions and distributions |
150,000 |
(118,496) |
— |
(84,709) |
— |
— |
(716,401) |
— |
— |
(769,606) |
(1,249,537) |
(2,019,143) |
||||||||||||
|
Transactions with owners of the Company: |
||||||||||||||||||||||||
|
Change of shareholding interest in subsidiary |
— |
— |
— |
(1,852) |
— |
— |
— |
— |
— |
(1,852) |
— |
(1,852) |
||||||||||||
|
Total transactions with owners of the Company |
— |
— |
— |
(1,852) |
— |
— |
— |
— |
— |
(1,852) |
— |
(1,852) |
||||||||||||
|
Total transactions with owners of the Company contributions and distributions |
150,000 |
(118,496) |
— |
(86,561) |
— |
— |
(716,401) |
— |
— |
(771,458) |
(1,249,537) |
(2,020,995) |
||||||||||||
|
Balance as at June 30, 2024 |
8,832,544 |
(212,413) |
737 |
2,474,666 |
334,072 |
58,802 |
7,894,395 |
820,793 |
|
(419,282) |
|
19,784,314 |
|
28,471,596 |
|
48,255,910 |
||||||||
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
(In thousands of Brazilian reais - R$)
Condensed statement of cash flows
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
Period of six months ended June 30, |
|||||||
|
Note |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
|
(1,914,946) |
|
(1,386,329) |
|
(854,340) |
|
(830,099) |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
14 |
|
9,792 |
|
7,780 |
|
1,960,208 |
|
1,833,725 |
|
Impairment |
15 |
|
— |
|
— |
|
683,139 |
|
2,574,817 |
|
Interest in earnings (losses) of subsidiaries and associates |
6.1 |
|
447,229 |
|
(1,577,990) |
|
(98,652) |
|
(1,294,795) |
|
Interest in earnings (losses) of joint ventures |
7 |
|
221,073 |
|
(5,052) |
|
1,967,495 |
|
(47,066) |
|
Loss (gain) on disposed assets |
15 |
|
— |
|
7 |
|
35,612 |
|
40,261 |
|
Share-based payment |
17 |
|
12,440 |
|
32,836 |
|
44,618 |
|
81,258 |
|
Provision for legal proceedings |
15 |
|
53,921 |
|
3,877 |
|
143,507 |
|
149,301 |
|
Interest, derivatives, monetary and foreign exchange, net |
|
|
1,506,757 |
|
2,786,747 |
|
4,629,865 |
|
4,994,791 |
|
Sectorial financial assets and liabilities, net |
|
|
— |
|
— |
|
(1,418) |
|
28,016 |
|
Provisions for employee benefits |
|
|
24,674 |
|
19,459 |
|
212,337 |
|
190,575 |
|
Allowance for expected credit losses |
|
|
— |
|
— |
|
31,220 |
|
23,670 |
|
Profit on sale of investment |
15 |
|
— |
|
— |
|
— |
|
383,205 |
|
Insurance claims |
2.1 |
|
— |
|
— |
|
(491,427) |
|
— |
|
Income from finance investments |
|
|
(9,143) |
|
— |
|
(9,143) |
|
(63,966) |
|
Previously recognized gain in other comprehensive income reclassified to profit or loss upon disposal of investment |
15 |
|
(206,388) |
|
— |
|
(206,388) |
|
— |
|
Other |
|
|
110 |
|
611 |
|
52,672 |
|
(103,303) |
|
|
|
|
145,519 |
|
(118,054) |
|
8,099,305 |
|
7,960,390 |
|
Variation in: |
|
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
(8,966) |
|
(654,468) |
|
Inventories |
|
|
— |
|
— |
|
(261,788) |
|
(82,238) |
|
Other taxes, net |
|
|
(2,950) |
|
(7,974) |
|
(313,916) |
|
33,447 |
|
Income tax |
|
|
(18,501) |
|
69,003 |
|
(136,735) |
|
(198,354) |
|
Income taxes paid |
— | — | (594,738) | (498,998) | |||||
|
Related parties, net |
|
|
(16,373) |
|
384 |
|
(41,568) |
|
109,994 |
|
Trade payables |
|
|
(1,396) |
|
1,001 |
|
(18,112) |
|
122,132 |
|
Employee benefits |
|
|
(46,255) |
|
(58,180) |
|
(417,779) |
|
(347,607) |
|
Provision for legal proceedings |
|
|
2,124 |
|
1,678 |
|
(108,443) |
|
(157,302) |
|
Derivative financial instruments |
|
|
— |
|
— |
|
(31,761) |
|
(18,095) |
|
Other financial liabilities |
|
|
— |
|
— |
|
(243,766) |
|
(31,671) |
|
Judicial deposits |
|
|
(7,576) |
|
(3,026) |
|
(22,392) |
|
(127,925) |
|
Post-employment benefit obligation |
|
|
— |
|
— |
|
(20,193) |
|
(17,659) |
|
Other assets and liabilities, net |
|
|
(34,980) |
|
(19,255) |
|
(220,565) |
|
22,213 |
|
|
|
|
(125,907) |
|
(16,369) |
|
(2,440,722) |
|
(1,846,531) |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from (used in) operating activities |
|
|
19,612 |
|
(134,423) |
|
5,658,583 |
|
6,113,859 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital contribution to associates |
|
|
(333,892) |
|
(4,173,198) |
|
— |
|
— |
|
Capital contribution in joint ventures |
|
|
— |
|
(8,337) |
|
— |
|
(8,337) |
|
Sale (purchase) of marketable securities, net |
|
|
349,576 |
|
123,223 |
|
665,309 |
|
(242,724) |
|
Restricted cash |
|
|
(188) |
|
43,048 |
|
(50,078) |
|
40,779 |
|
Dividends received from subsidiaries and associates |
|
|
592,906 |
|
1,787,186 |
|
49,544 |
|
644,631 |
Interim statement of cash flows
(In thousands of Brazilian reais - R$)
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
|
Period of six months ended June 30, |
|||||||
|
Note |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
Dividends received from joint venture |
|
|
5,184 |
|
228,342 |
|
45,640 |
|
293,912 |
|
Dividends received from finance investment |
|
|
87,608 |
|
— |
|
87,608 |
|
— |
|
Other financial assets |
|
|
(148) |
|
— |
|
45 |
|
(354) |
|
Cash in the incorporation operation |
|
|
10,089 |
|
— |
|
— |
|
— |
|
Capital reduction in subsidiaries |
|
|
1,013,760 |
|
5,227 |
|
11,000 |
|
— |
|
Acquisition of property, plant and equipment, intangible and contract assets |
|
|
(8,035) |
|
(2,489) |
|
(4,210,158) |
|
(3,207,373) |
|
Proceeds from the sale of investments |
2.1 |
|
8,911,587 |
|
16,847 |
|
8,911,587 |
|
2,096,475 |
|
Related parties |
|
|
25,592 |
|
— |
|
25,592 |
|
— |
|
Operation discontinued |
|
|
— |
|
— |
|
7,425 |
|
— |
|
Acquisition of subsidiary |
6.3 |
|
— |
|
— |
|
(213,086) |
|
(17,047) |
|
Receipt of derivative financial instruments, except debt |
|
|
1,021 |
|
— |
|
1,021 |
|
132 |
|
Payment of derivative financial instruments, except debt |
|
|
(1,006,973) |
|
(70,503) |
|
(1,006,973) |
|
(70,689) |
|
Cash received on the sale of fixed assets and intangible assets |
|
|
— |
|
— |
|
4,250 |
|
— |
|
Net cash generated (used in) from investing activities |
|
|
9,648,087 |
|
(2,050,654) |
|
4,328,726 |
|
(470,595) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures |
5.2 |
|
2,427,312 |
|
4,421,447 |
|
7,914,651 |
|
10,799,808 |
|
Principal repayment of loans, borrowings and debentures |
5.2 |
|
(7,148,782) |
|
— |
|
(13,410,998) |
|
(7,772,439) |
|
Payment of interest on loans, borrowings and debentures |
5.2 |
|
(765,076) |
|
(680,726) |
|
(2,360,197) |
|
(2,252,731) |
|
Payment of derivatives financial instruments |
|
|
(317,314) |
|
(355,848) |
|
(1,397,516) |
|
(2,111,172) |
|
Proceeds from derivative financial instruments |
|
|
351,562 |
|
14,199 |
|
996,647 |
|
959,656 |
|
Costs of banking operations with derivatives |
|
|
— |
|
— |
|
— |
|
(29,828) |
|
Principal repayment of leases |
|
|
(3,832) |
|
(3,169) |
|
(297,476) |
|
(248,175) |
|
Payment of interest on leases |
|
|
(1,335) |
|
(1,604) |
|
(183,557) |
|
(177,171) |
|
Capital reduction |
|
|
— |
|
— |
|
(486,240) |
|
(20,520) |
|
Related parties |
|
|
(1,293,363) |
|
(249,499) |
|
— |
|
— |
|
Payments to redeem entity’s shares and acquisition of treasury shares |
11 |
|
(34,022) |
|
(164,685) |
|
(34,022) |
|
(164,685) |
|
Acquisition of non-controlling shareholders’ shares |
2.1 |
|
(2,169,000) |
|
— |
|
(2,169,000) |
|
— |
|
Dividends paid |
11 |
|
— |
|
(782,081) |
|
(1,331,630) |
|
(1,537,377) |
|
Dividends paid for preferred shares |
11 |
|
— |
|
— |
|
(371,000) |
|
(668,022) |
|
Gain on banking operations with derivatives |
|
|
22,100 |
|
— |
|
22,100 |
|
— |
|
Net cash (used in) generated from financing activities |
|
|
(8,931,750) |
|
2,198,034 |
|
(13,108,238) |
|
(3,222,656) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
735,949 |
|
12,957 |
|
(3,120,929) |
|
2,420,608 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
2,201,267 |
|
1,769,976 |
|
16,903,542 |
|
14,658,481 |
|
Effect of the foreign exchange rate changes |
|
|
(5,902) |
|
17,436 |
|
(254,724) |
|
150,972 |
|
Cash and cash equivalents at the end of the period |
|
|
2,931,314 |
|
1,800,369 |
|
13,527,889 |
|
17,230,061 |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Interim statement of cash flows
(In thousands of Brazilian reais - R$)
Non-cash transactions:
The Company presents its individual and consolidated statements of cash flow using the indirect method. During the period ended June 30, 2025, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the parent company and consolidated statement of cash flows:
| (i) | Recognition of right-of-use as a counterpart to the lease liability in the amount of R$348,662 (R$784,084 on June 30, 2024), resulting from the application of inflation indexes and new contracts classified under the leasing rule. (Note 8.3). | |
| (ii) | Acquisition of property, plant and equipment and intangible assets with payment in installments of R$610,127 (R$759,766 on June 30, 2024). |
Disclosure of interest and dividends:
Dividends and interest on equity capital received are classified as cash flow from investing activities by the Company. Dividends and interest received or paid are classified as cash flow from financing activities.
(In thousands of Brazilian reais - R$)
|
Parent Company |
Consolidated |
||||||
|
Period of six months ended June 30, |
|||||||
|
2025 |
2024 |
2025 |
2024 |
||||
|
Revenue |
|||||||
|
Net sales |
— |
— |
22,723,913 |
23,650,222 |
|||
|
Other income (expenses), net |
225,787 |
15,758 |
776,109 |
721,780 |
|||
|
Impairment gain (loss) on trade receivables |
— |
— |
(31,220) |
205 |
|||
|
225,787 |
15,758 |
23,468,802 |
24,372,207 |
||||
|
Inputs purchased from third parties |
|||||||
|
Cost of goods sold and services rendered |
— |
— |
11,867,355 |
13,016,297 |
|||
|
Materials, energy, third-party services and other |
62,311 |
66,448 |
565,292 |
1,107,676 |
|||
|
Impairment |
— |
— |
683,139 |
2,574,817 |
|||
|
62,311 |
66,448 |
13,115,786 |
16,698,790 |
||||
|
Gross value added |
163,476 |
(50,690) |
10,353,016 |
7,673,417 |
|||
|
Retention |
|||||||
|
Depreciation and amortization |
9,792 |
7,780 |
1,960,208 |
1,833,725 |
|||
|
Net value added |
153,684 |
(58,470) |
8,392,808 |
5,839,692 |
|||
|
Value added transferred in |
|||||||
|
Interest in earnings (losses) of subsidiaries and associates |
(447,229) |
1,577,990 |
98,652 |
1,294,795 |
|||
|
Interest in losses of joint ventures |
(221,073) |
5,052 |
(1,967,495) |
47,066 |
|||
|
Finance income |
1,836,432 |
100,371 |
4,343,062 |
1,341,486 |
|||
|
1,168,130 |
1,683,413 |
2,474,219 |
2,683,347 |
||||
|
Value added to be distributed |
1,321,814 |
1,624,943 |
10,867,027 |
8,523,039 |
|||
|
Distribution of value added |
|||||||
|
Personnel and payroll charges |
99,625 |
111,018 |
1,371,093 |
1,289,541 |
|||
|
Direct remuneration |
86,863 |
90,869 |
1,131,805 |
1,019,285 |
|||
|
Benefits |
8,642 |
6,207 |
183,998 |
204,900 |
|||
|
FGTS and other |
4,120 |
13,942 |
55,290 |
65,356 |
|||
|
Taxes, fees and contributions |
842,601 |
(935,727) |
3,992,894 |
2,231,848 |
|||
|
Federal |
835,340 |
(951,722) |
2,444,576 |
696,163 |
|||
|
State |
1 |
1 |
1,447,482 |
1,438,565 |
|||
|
Municipal |
7,260 |
15,994 |
100,836 |
97,120 |
|||
|
Financial expenses and rents |
3,113,524 |
2,868,934 |
8,006,537 |
5,707,589 |
|||
|
Interest and foreign exchange variation |
2,995,987 |
2,853,384 |
7,545,982 |
5,488,129 |
|||
|
Rents |
— |
— |
51,006 |
72,019 |
|||
|
Other |
117,537 |
15,550 |
409,549 |
147,441 |
|||
|
Equity remuneration |
(2,733,936) |
(419,282) |
(2,503,497) |
(705,939) |
|||
|
Non-controlling interests |
— |
— |
230,439 |
(286,657) |
|||
|
Retained losses |
(2,733,936) |
|
(419,282) |
|
(2,733,936) |
|
(419,282) |
The accompanying notes are an integral part of the condensed interim individual and consolidated financial statements.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
1 Operational context
Cosan S.A. (“Cosan” or “the Company”) is a publicly traded company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special New Market (Novo Mercado) segment under the ticker “CSAN3”. The Company's American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange, or “NYSE”, and are traded under the ticker “CSAN”. Cosan is a corporation (sociedade anônima) of indefinite term incorporated under the laws of Brazil, with its registered office in the city of São Paulo, state of São Paulo (SP). Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
As of June 30, 2025, Cosan Corporate (Cosan’s Corporate segment) is formed by the following entities:

| (i) | Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
| (ii) | Bradesco BBI S.A. (“Bradesco”) holds preferred shares corresponding to a 23.20% stake in Cosan Dez Participações S.A. (“Cosan Dez”), which has a direct 88% stake in Compass. |
| (iii) | Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 12.73% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.09% stake in Raízen S.A. (“Raízen”). |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
2 Relevant events of the period
Acquisition of DIPI Holdings Ltda. by Moove
On September 29, 2024, Cosan Lubrificantes e Especialidades S.A. (“CLE”) entered into a purchase and sale agreement to acquire 100% of the shares of DIPI Holdings Ltda, for the price of R$329,006. The transaction was concluded on January 2, 2025, after all the conditions precedent had been met. The Company made the preliminary recognition of the price allocation, as detailed in Note 6.3.
Incorporation of Cosan Oito S.A.
On January 8, 2025, the Company successfully finalized the merger with Cosan Oito S.A. ("Cosan Oito"), after securing the requisite regulatory approvals. Consequently, all assets, liabilities, and shareholders' equity of Cosan Oito were comprehensively transferred to the Company. See Note 6.1.
Partial disposal of investment in Vale S.A.
On January 16, 2025, the Company sold 173,073,795 Vale S.A. (“Vale”) common shares, representing 4.05% of Vale's share capital, for a net commission of R$8,892,802 (see Note 6.1(b)). After this transaction, the Company kept 4,268,720 Vale common shares, corresponding to 0.10% of the share capital, in the amount of R$242,036.
Discontinuation of the operation of the Costa Pinto second-generation ethanol (“E2G”) pilot plant.
On January 17, 2025, Raízen, jointly controlled by the Company, announced the discontinuation of the recurring operation of Costa Pinto's Second-Generation Ethanol (E2G) pilot plant (Plant 1), located in Piracicaba, São Paulo. The plant, inaugurated in 2015, will operate as a unit dedicated to the testing and future development of biofuel from the harvest starting on April 1, 2025.
The commercial commitments previously linked to Plant 1 will be met by the Bonfim Plant (Plant 2), which is already in operation, and by the Univalem (Plant 3) and Barra (Plant 4) plants, which are in the commissioning phase and will begin operations after obtaining the necessary regulatory authorizations.
Fire at Moove lubricants factory
On February 8, 2025, a fire broke out at Moove's Ilha do Governador Complex ("CIG"), located in Rio de Janeiro. The incident primarily affected the manufacturing and bottling areas for finished lubricant products, which were inoperative at the time of the incident, representing 10% of the complex's total area.
Moove promptly activated all emergency and risk management protocols to control the incident. The containment measures, implemented through Moove's contingency plan, were effective in minimizing damage to the structure, the local community, and the environment. There were no casualties or injuries, and no environmental or social impacts were identified.
Moove immediately initiated and is currently operating its continuity plan to restore mixing and filling operations.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
• Financial assessment of the fire
a) Operational interruption:
The fire was confined to the finished lubricant product manufacturing area. The cleanup and clearance plan for the area is already well underway. The industrial complex's other operations (bulk lubricant and base oil operations, tank terminals, maritime operations, and pier operations) continued uninterrupted. These operations represent between 30% and 35% of total nominal production.
To mitigate the impacts in the affected areas, Moove has implemented the following measures:
(i) Relocation of mixing and filling to other production plants, including approved third-party partners.
(ii) Use of the strategic alliance to ensure product availability and supply chain continuity.
(iii) Use of safety stock distributed in the distribution center network.
b) Write-off of assets:
Moove engaged a specialized third-party company with expertise in its operations to conduct a physical inventory of the damaged and unaffected assets in the CIG (Individual Property and Equipment Inventory). This inventory aimed to more accurately determine the true extent of the loss, identify and catalog the affected assets, and measure impairment losses (cost less accumulated depreciation) in accordance with CPC 01/IAS 36 – Impairment of Assets. In addition to the work performed by the specialized third-party company, Moove conducted internal due diligence and field inspections in the directly impacted area, as well as secondary areas exposed to intense heat or chemicals from firefighting. Following the work, Moove recognized the total amount of damaged fixed assets to be written off as of June 30, 2025, at R$43,793, which was recorded in other income and expenses in the company's income statement.
c) Inventory reduction
After the incident, an inventory loss survey was conducted to identify lost products located directly in the impacted area and also in the vicinity of the fire site (which underwent qualitative changes). As of June 30, 2025, the total inventory loss is R$41,879, and the tax credit reversal related to the loss is R$13,480, totaling R$55,359 in losses, impacting the cost of goods sold item.
d) Compensation receivable
Moove has a current insurance policy that covers material damage to damaged assets and lost profits. Technical analyses and independent reports were conducted by the appropriate agencies, and the Company's insurers issued a confirmation letter confirming the existence and entitlement to insurance coverage. As a result, Moove is now entitled to receive compensation for property damage and lost profits, since Moove has concluded that it is virtually certain that it will receive compensation, and that this is reasonably estimable based on technical reports, internal expertise, and the contractual conditions of the policy.
To measure the recognized compensation, independent companies of technical experts specialized in insurance calculations for large-scale claims were hired.
On June 30, 2025, the amount of insurance compensation receivable recognized in assets for material damages and compensable loss of profits is R$491,427, offset against other revenues and expenses and costs of products sold.
Potential corporate reorganization proposal of Rumo Malha Norte
On February 19, 2025, Rumo S.A. (“Rumo”) and Rumo Malha Norte S.A. (“Rumo Malha Norte”) informed their shareholders and the market in general of the approval, by their respective Boards of Directors, of a potential corporate reorganization proposal. The proposal will be submitted for approval by the shareholders of the companies involved at their respective general meetings.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
To conduct the negotiation of the exchange ratio in the potential corporate reorganization, special independent committees were set up and their members elected.
If approved, the corporate reorganization will optimize the corporate structure by incorporating the shares of the minority shareholders (0.26% of the share capital) of Rumo Malha Norte into Rumo, converting Rumo Malha Norte into a wholly owned subsidiary of Rumo. The minority shareholders of Rumo Malha Norte who retain their shares until the date of approval of the corporate reorganization by the general meetings of the companies involved will receive common shares in Rumo, in proportion to their holdings in the share capital of Rumo Malha Norte.
Cosan Dez capital reduction
On February 27, 2025, the Company received the amount of R$1,013,760 related to the capital reduction of Cosan Dez, approved at the Extraordinary General Meeting on June 26, 2024.
Redemption of Cosan Nove preferred shares
On March 31, 2025, the Company redeemed 1,087,179,567 preferred shares of Cosan Nove, previously held by Banco Itaú, for the amount of R$2,169,000. After the transaction, the preferred shares were converted into common shares. As a result, the Company's stake in Cosan Nove increased to 87.27% (see Note 6.1).
Sale of the Leme Plant
On May 12, 2025, the jointly-owned subsidiary Raízen S.A. announced the sale of the Leme Plant, located in Piracicaba, São Paulo, with an installed capacity of 1.8 million tons per harvest. The sale price is R$425,000, to be received in cash upon closing.
Termination of the Share Purchase Agreement for Terminal XXXIX
On June 5, 2025, Rumo announced the termination of the agreement for the sale of shares in Terminal XXXIX de Santos SA (“Terminal XXXIX”) due to non-compliance with conditions precedent set forth in the agreement. The termination exempts the parties from any liens, fines, or compensation obligations, while maintaining their 50% equity interest in Terminal XXXIX.
As a result of the termination, the asset was reclassified from "asset held for sale" to "investments." The equity method was recognized for the current and retroactive periods during which the asset was classified as held for sale, totaling R$50,877.
Early redemptions of debentures
On January 22, 2025, the Company requested the optional early redemption of the 1st Series of the 3rd Issue of Simple Debentures, non-convertible into shares, unsecured, with original maturity in 2028, in the total amount of R$750,000 to be increased by the remuneration calculated pro rata temporis from the date of the last payment until the date of the actual payment and the premium.
Early call (Bond 2027)
On January 29, 2025, the Company informed the market that it had exercised the early redemption clause of the 2027 Bond, maturing in January 2027. The full redemption, in the amount of U.S.$392,000 thousand, equivalent to R$2,250,825, was carried out on March 14, 2025, at the face value of the bonds.
Tender offers - Bonds 2029, 2030 and 2031 and debentures
During the first quarter of 2025, the Company made partial repurchases of the 5th and 6th issue of Debentures and securities issued by Cosan Luxembourg S.A. (“Cosan Lux”), specifically Bonds 2029, 2030 and 2031, as detailed in the table below:
|
Notes |
Added value of the principal |
Added value paid on repurchase |
Interest paid |
Prize |
Gain/Loss |
|
5.50% Senior notes – 2029 |
1,347,741 |
1,228,072 |
(30,487) |
(67,135) |
52,534 |
|
7.50% Senior notes – 2030 |
1,600,016 |
1,572,518 |
(17,055) |
(80,379) |
(52,881) |
|
7.25% Senior notes – 2031 |
1,637,819 |
1,588,054 |
(18,008) |
(82,112) |
(32,347) |
|
5th and 6th Debentures |
1,152,469 |
1,152,469 |
(52,384) |
(17,714) |
(17,714) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Early redemption
On February 12 and 13, 2025, respectively, the Company settled in advance Loan 4.131 in the amount of U.S.$600,000 thousand, equivalent to R$3,462,660, and Debenture in the amount of U.S.$300,000 thousand, equivalent to R$1,733,640, acquired in February 2024 and December 2023, respectively.
With the early settlement of these debts, the Total Return Swap (“TRS”) and Time Deposit operations were also settled, which had been used to internalize debts.
New debts
|
Segment/Modalities |
Date |
Incidence of interest |
Index |
Objective |
Funding costs |
Value |
Maturity |
|
Cosan Corporate |
|||||||
|
Debentures |
03/12/2025 |
Yearly |
CDI + 0.60% p. a. |
Ordinary capital management |
(46,633) |
1,500,000 |
01/27/2029 |
|
Debentures |
03/12/2025 |
Yearly |
CDI + 0.70% p. a. |
Ordinary capital management |
(13,797) |
500,000 |
03/27/2030 |
|
Debentures |
03/12/2025 |
Yearly |
CDI + 1.00% p. a. |
Ordinary capital management |
(13,721) |
500,000 |
03/27/2032 |
| Compass | |||||||
|
Debentures |
01/10/2025 |
Yearly |
DI + spread 0.50% p.a. |
Ordinary capital management |
— |
410,000 |
01/07/2027 |
|
Debentures |
02/18/2025 |
Six-monthly |
IPCA + 7.44% p. a. |
Ordinary capital management |
(18,546) |
800,000 |
01/15/2033 |
|
Loan 4.131 |
03/20/2025 |
Yearly |
CDI + 0.78% p. a. |
Investment |
(859) |
350,000 |
03/20/2026 |
|
Debentures |
05/19/2025 |
Six-monthly |
CDI + 0.45% p. a. |
Investment |
(2,414) |
1,500,000 |
05/15/2028 |
| Rumo | |||||||
|
Debentures |
03/28/2025 |
Yearly |
IPCA + 7.47% p. a. |
Ordinary capital management |
(17,020) |
434,949 |
03/28/2037 |
|
Debentures |
03/28/2025 |
Yearly |
IPCA + 7.53% p. a. |
Ordinary capital management |
(63,990) |
1,365,051 |
03/28/2040 |
| Moove | |||||||
|
Loan 4.131 |
01/16/2025 |
Yearly |
CDI + 0.45% p. a. |
Ordinary capital management |
— |
500,000 |
01/18/2028 |
The condensed interim individual and consolidated financial statements, contained in the Quarterly Information Return (ITR), have been prepared and are being presented in accordance with Technical Pronouncement CPC 21 (R1) - Interim Financial Statements, International Accounting Standard (IAS 34) - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”), the Brazilian Corporation Law and the rules of the Brazilian Securities Commission (“CVM”) applicable to the preparation of Quarterly Information (“ITR”).
These condensed interim financial statements should be read in conjunction with the Company's annual consolidated financial statements for the fiscal year ended December 31, 2024 (“annual financial statements”). They do not include all the information required for a complete set of financial statements prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (“IFRS”). However, selected explanatory notes have been included to clarify events and transactions relevant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The presentation of the Interim Statement of Value-Added (“VAS”), both individual and consolidated, is required by Brazilian corporate law and by the accounting practices adopted in Brazil applicable to publicly traded companies. The VAS was prepared in accordance with the criteria established in Technical Pronouncement CPC 09 - Statement of Value Added. The IFRS do not require the presentation of this statement; therefore, it is presented as supplementary information to the individual and consolidated interim financial statements.
These individual and consolidated condensed interim financial statements were prepared using the same basis of preparation and accounting policies adopted in the preparation of the financial statements as of December 31, 2024. All balances have been rounded to the nearest thousand, unless otherwise indicated.
The relevant information specific to the condensed interim financial statements, and only this information, is disclosed and corresponds to the information used by management in the management of the Company.
These condensed interim financial statements were authorized for issue by the Board of Directors on August 14, 2025.
The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements.
Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.
Reported segments:
| 1) | Raízen: operates in the (i) production, commercialization, origination and trading of ethanol, (ii) production and commercialization of bioenergy, (iii) resale and trading of electricity, (iv) production and commercialization of other renewable products (solar energy and biogas), (v) production, commercialization, origination and trading of sugar and (vi) trading and commercialization of fossil fuels, renewable fuels and lubricants through a franchised network of service stations under the Shell brand throughout the country and in Latin America, operating in Argentina and Paraguay. |
| 2) | Compass: its main activities are: (i) distribution of piped natural gas in the South, Southeast and Central West regions for customers in the industrial, residential, commercial, automotive and cogeneration segments; (ii) marketing of natural gas; and (iii) development of infrastructure projects in a regasification terminal. |
| 3) | Moove: operates in the production, formulation and distribution of high-performance lubricants, base oils and specialties with headquarters in Brazil and operates in 11 countries in South America, North America, and Europe. It blends, distributes, and sells products under Mobil and proprietary brands for different end-markets including industrial, commercial and passenger/cargo vehicles. |
| 4) | Rumo: logistics services for rail transport, port storage and loading of goods, primarily grains and sugar, leasing of locomotives, wagons, and other railroad equipment, as well as operation of containers. |
| 5) | Radar: A reference in agricultural property management, Radar invests in a diversified portfolio with high potential for appreciation, through participation in the companies Radar, Tellus and Janus. |
Reconciliation:
| 1) | Cosan Corporate: represents the reconciliation of Cosan's corporate structure, which is composed of: (i) senior management and corporate teams, which incur general and administrative expenses and other operating expenses (income), including pre-operating investments; (ii) equity income from investments; and (iii) financial income attributable to cash and debts of the parent company, intermediate holding companies (Cosan Nove and Cosan Dez), offshore financial companies and investment in the Climate Tech Fund, a fund managed by Fifth Wall, specializing in technological innovation. |
Although Raízen S.A. is a joint venture registered under the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of Joint Ventures”.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of six months ended June 30, 2025 |
|||||||||||||||||
|
Reported segments |
Reconciliation |
||||||||||||||||
|
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation of Joint Ventures |
Elimination between segments |
Consolidated |
|||||||||
|
Statement of profit or loss |
|||||||||||||||||
|
Net sales |
111,819,950 |
8,544,938 |
4,587,853 |
6,678,143 |
336,414 |
1,455 |
(111,819,950) |
(8,550) |
20,140,253 |
||||||||
|
Cost of sales |
(107,858,882) |
(6,675,630) |
(3,405,069) |
(3,569,422) |
(31,840) |
— |
107,858,882 |
8,550 |
(13,673,411) |
||||||||
|
Gross profit |
3,961,068 |
1,869,308 |
1,182,784 |
3,108,721 |
304,574 |
1,455 |
(3,961,068) |
— |
6,466,842 |
||||||||
|
Selling expenses |
(3,183,326) |
(109,603) |
(758,036) |
(29,946) |
— |
— |
3,183,326 |
— |
(897,585) |
||||||||
|
General and administrative expenses |
(1,164,668) |
(392,108) |
(287,545) |
(315,859) |
(45,803) |
(137,341) |
1,164,668 |
— |
(1,178,656) |
||||||||
|
Other operation income (expenses), net |
223,628 |
467,500 |
402,261 |
(17,451) |
(5,377) |
165,991 |
(223,628) |
— |
1,012,924 |
||||||||
|
Impairment |
— |
— |
— |
(683,139) |
— |
— |
— |
— |
(683,139) |
||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
(53,823) |
52,408 |
— |
42,312 |
21,329 |
(939,332) |
53,823 |
(1,045,560) |
(1,868,843) |
||||||||
|
Interest in earnings (losses) of joint ventures |
(41,961) |
— |
— |
— |
— |
— |
41,961 |
— |
— |
||||||||
|
Finance results, net |
(4,085,156) |
(762,453) |
(132,673) |
(1,466,076) |
33,360 |
(1,378,041) |
4,085,156 |
— |
(3,705,883) |
||||||||
|
Finance expense |
(4,299,540) |
(1,093,305) |
(161,942) |
(1,789,877) |
(1,011) |
(1,728,450) |
4,299,540 |
— |
(4,774,585) |
||||||||
|
Finance income |
1,385,728 |
387,440 |
59,820 |
693,609 |
34,371 |
579,367 |
(1,385,728) |
— |
1,754,607 |
||||||||
|
Foreign exchange variation, net |
3,324,826 |
202,077 |
108,831 |
743,044 |
— |
1,534,503 |
(3,324,826) |
— |
2,588,455 |
||||||||
|
Net effect of derivatives |
(4,496,170) |
(258,665) |
(139,382) |
(1,112,852) |
— |
(1,763,461) |
4,496,170 |
— |
(3,274,360) |
||||||||
|
Income tax |
(25,518) |
(352,016) |
(31,991) |
(402,482) |
(42,985) |
(819,683) |
25,518 |
— |
(1,649,157) |
||||||||
|
Net profit (loss) for the period |
(4,369,756) |
773,036 |
374,800 |
236,080 |
265,098 |
(3,106,951) |
4,369,756 |
(1,045,560) |
(2,503,497) |
||||||||
|
Profit (loss) attributable to: |
|||||||||||||||||
|
Owners of the Company |
(4,393,078) |
622,990 |
262,366 |
69,585 |
90,619 |
(2,733,936) |
4,393,078 |
(1,045,560) |
(2,733,936) |
||||||||
|
Non-controlling interests |
23,322 |
150,046 |
112,434 |
166,495 |
174,479 |
(373,015) |
(23,322) |
— |
230,439 |
||||||||
|
(4,369,756) |
773,036 |
374,800 |
236,080 |
265,098 |
(3,106,951) |
4,369,756 |
(1,045,560) |
(2,503,497) |
|||||||||
|
Other selected data |
|||||||||||||||||
|
Depreciation and amortization |
4,269,376 |
625,459 |
197,937 |
1,126,851 |
136 |
9,825 |
(4,269,376) |
— |
1,960,208 |
||||||||
|
EBITDA |
4,010,294 |
2,512,964 |
737,401 |
3,231,489 |
274,859 |
(899,402) |
(4,010,294) |
(1,045,560) |
4,811,751 |
||||||||
|
Additions to fixed assets, intangible assets and contract assets |
6,013,224 |
962,311 |
74,418 |
3,159,198 |
6,196 |
8,035 |
(6,013,224) |
— |
4,210,158 |
||||||||
|
Reconciliation of EBITDA |
|||||||||||||||||
|
Profit (loss) for the period net |
(4,369,756) |
773,036 |
374,800 |
236,080 |
265,098 |
(3,106,951) |
4,369,756 |
(1,045,560) |
(2,503,497) |
||||||||
|
Income taxes |
25,518 |
352,016 |
31,991 |
402,482 |
42,985 |
819,683 |
(25,518) |
— |
1,649,157 |
||||||||
|
Finance results, net |
4,085,156 |
762,453 |
132,673 |
1,466,076 |
(33,360) |
1,378,041 |
(4,085,156) |
— |
3,705,883 |
||||||||
|
Depreciation and amortization |
4,269,376 |
625,459 |
197,937 |
1,126,851 |
136 |
9,825 |
(4,269,376) |
— |
1,960,208 |
||||||||
|
EBITDA |
4,010,294 |
|
2,512,964 |
|
737,401 |
|
3,231,489 |
|
274,859 |
|
(899,402) |
|
(4,010,294) |
|
(1,045,560) |
|
4,811,751 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of six months ended June 30, 2024 |
|||||||||||||||||
|
Reported segments |
Reconciliation |
||||||||||||||||
|
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation of Joint Ventures |
Elimination between segments |
Consolidated |
|||||||||
|
Statement of profit or loss |
|||||||||||||||||
|
Net sales |
111,416,500 |
8,537,477 |
5,020,553 |
6,720,753 |
289,970 |
13 |
(111,416,500) |
(32,702) |
20,536,064 |
||||||||
|
Cost of sales |
(105,059,426) |
(6,869,447) |
(3,595,665) |
(3,633,588) |
— |
(43) |
105,059,426 |
32,702 |
(14,066,041) |
||||||||
|
Gross profit |
6,357,074 |
1,668,030 |
1,424,888 |
3,087,165 |
289,970 |
(30) |
(6,357,074) |
— |
6,470,023 |
||||||||
|
Selling expenses |
(3,009,722) |
(86,391) |
(628,695) |
(22,815) |
— |
— |
3,009,722 |
— |
(737,901) |
||||||||
|
General and administrative expenses |
(1,669,152) |
(359,255) |
(286,979) |
(295,170) |
(36,335) |
(216,929) |
1,669,152 |
— |
(1,194,668) |
||||||||
|
Other operation income (expenses), net |
2,291,714 |
483,472 |
25,771 |
(2,544,555) |
(4,160) |
(368,810) |
(2,291,714) |
— |
(2,408,282) |
||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
(105,548) |
57,474 |
— |
27,236 |
19,882 |
1,847,130 |
105,548 |
(656,927) |
1,294,795 |
||||||||
|
Interest in earnings (losses) of joint ventures |
— |
— |
— |
(2,422) |
— |
49,488 |
— |
— |
47,066 |
||||||||
|
Finance results net |
(3,197,184) |
(455,469) |
(46,071) |
(1,267,671) |
(50,578) |
(2,481,343) |
3,197,184 |
— |
(4,301,132) |
||||||||
|
Finance expense |
(2,340,890) |
(889,584) |
(31,587) |
(1,604,698) |
(70,571) |
(1,398,868) |
2,340,890 |
— |
(3,995,308) |
||||||||
|
Finance income |
498,162 |
541,697 |
34,863 |
535,639 |
19,993 |
209,294 |
(498,162) |
— |
1,341,486 |
||||||||
|
Foreign exchange, net |
(2,385,992) |
(301,483) |
(68,603) |
(802,431) |
— |
(1,801,519) |
2,385,992 |
— |
(2,974,036) |
||||||||
|
Net effect of derivatives |
1,031,536 |
193,901 |
19,256 |
603,819 |
— |
509,750 |
(1,031,536) |
— |
1,326,726 |
||||||||
|
Income tax |
(532,578) |
(390,454) |
(123,610) |
(356,028) |
(14,813) |
1,009,065 |
532,578 |
— |
124,160 |
||||||||
|
Net profit for the period |
134,604 |
917,407 |
365,304 |
(1,374,260) |
203,966 |
(161,429) |
(134,604) |
(656,927) |
(705,939) |
||||||||
|
Profit (loss) attributable to: |
|||||||||||||||||
|
Owners of the Company |
120,512 |
740,414 |
256,250 |
(418,245) |
78,508 |
(419,282) |
(120,512) |
(656,927) |
(419,282) |
||||||||
|
Non-controlling interests |
14,092 |
176,993 |
109,054 |
(956,015) |
125,458 |
257,853 |
(14,092) |
— |
(286,657) |
||||||||
|
134,604 |
917,407 |
365,304 |
(1,374,260) |
203,966 |
(161,429) |
(134,604) |
(656,927) |
(705,939) |
|||||||||
|
Other selected data |
|||||||||||||||||
|
Depreciation and amortization |
4,726,588 |
505,251 |
144,648 |
1,175,875 |
137 |
7,814 |
(4,726,588) |
— |
1,833,725 |
||||||||
|
EBITDA |
8,590,954 |
2,268,581 |
679,633 |
1,425,314 |
269,494 |
1,318,663 |
(8,590,954) |
(656,927) |
5,304,758 |
||||||||
|
Additions to fixed assets, intangible assets and contract assets |
7,221,300 |
968,965 |
88,248 |
2,142,876 |
4,795 |
2,489 |
(7,221,300) |
— |
3,207,373 |
||||||||
|
Reconciliation of EBITDA |
|||||||||||||||||
|
Profit (loss) for the period net |
134,604 |
917,407 |
365,304 |
(1,374,260) |
203,966 |
(161,429) |
(134,604) |
(656,927) |
(705,939) |
||||||||
|
Income tax |
532,578 |
390,454 |
123,610 |
356,028 |
14,813 |
(1,009,065) |
(532,578) |
— |
(124,160) |
||||||||
|
Finance results net |
3,197,184 |
455,469 |
46,071 |
1,267,671 |
50,578 |
2,481,343 |
(3,197,184) |
— |
4,301,132 |
||||||||
|
Depreciation and amortization |
4,726,588 |
505,251 |
144,648 |
1,175,875 |
137 |
7,814 |
(4,726,588) |
— |
1,833,725 |
||||||||
|
EBITDA |
8,590,954 |
|
2,268,581 |
|
679,633 |
|
1,425,314 |
|
269,494 |
|
1,318,663 |
|
(8,590,954) |
|
(656,927) |
|
5,304,758 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of three months ended June 30, 2025 |
|||||||||||||||||
|
Reported segments |
|
Reconciliation |
|
|
|||||||||||||
|
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation of Joint Ventures |
Elimination between segments |
Consolidated |
|||||||||
|
Statement of profit or loss |
|||||||||||||||||
|
Net sales |
54,093,228 |
4,335,338 |
2,246,270 |
3,711,393 |
184,336 |
1,407 |
(54,093,228) |
(1,092) |
10,477,652 |
||||||||
|
Cost of sales |
(52,032,056) |
(3,279,933) |
(1,694,128) |
(1,885,859) |
(22,677) |
— |
52,032,056 |
1,092 |
(6,881,505) |
||||||||
|
Gross profit |
2,061,172 |
1,055,405 |
552,142 |
1,825,534 |
161,659 |
1,407 |
(2,061,172) |
— |
3,596,147 |
||||||||
|
Selling expenses |
(1,415,850) |
(55,647) |
(386,195) |
(15,687) |
— |
— |
1,415,850 |
— |
(457,529) |
||||||||
|
General and administrative expenses |
(660,052) |
(210,643) |
(164,303) |
(166,618) |
(23,928) |
(78,132) |
660,052 |
— |
(643,624) |
||||||||
|
Other operation income (expenses), net |
252,344 |
83,456 |
402,329 |
14,384 |
(3,510) |
(7,865) |
(252,344) |
— |
488,794 |
||||||||
|
Impairment |
— |
— |
— |
(397,531) |
— |
— |
— |
— |
(397,531) |
||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
(33,956) |
27,205 |
— |
51,753 |
(289) |
(173,238) |
33,956 |
(654,276) |
(748,845) |
||||||||
|
Interest in earnings (losses) of joint ventures |
(26,280) |
— |
— |
— |
— |
— |
26,280 |
— |
— |
||||||||
|
Finance results net |
(2,138,710) |
(391,971) |
(74,522) |
(698,417) |
19,339 |
(657,316) |
2,138,710 |
— |
(1,802,887) |
||||||||
|
Finance expense |
(2,189,976) |
(530,262) |
(68,011) |
(861,817) |
(340) |
(600,513) |
2,189,976 |
— |
(2,060,943) |
||||||||
|
Finance income |
927,080 |
182,766 |
23,204 |
380,046 |
19,679 |
111,012 |
(927,080) |
— |
716,707 |
||||||||
|
Foreign exchange, net |
1,398,944 |
40,701 |
38,918 |
282,326 |
— |
432,547 |
(1,398,944) |
— |
794,492 |
||||||||
|
Net effect of derivatives |
(2,274,758) |
(85,176) |
(68,633) |
(498,972) |
— |
(600,362) |
2,274,758 |
— |
(1,253,143) |
||||||||
|
Income tax |
147,952 |
(155,219) |
15,312 |
(280,160) |
(22,359) |
(160,196) |
(147,952) |
— |
(602,622) |
||||||||
|
Net profit for the period |
(1,813,380) |
352,586 |
344,763 |
333,258 |
130,912 |
(1,075,340) |
1,813,380 |
(654,276) |
(568,097) |
||||||||
|
Profit (loss) attributable to: |
|||||||||||||||||
|
Owners of the Company |
(1,815,734) |
276,502 |
241,339 |
99,948 |
36,487 |
(946,042) |
1,815,734 |
(654,276) |
(946,042) |
||||||||
|
Non-controlling interests |
2,354 |
76,084 |
103,424 |
233,310 |
94,425 |
(129,298) |
(2,354) |
— |
377,945 |
||||||||
|
(1,813,380) |
352,586 |
344,763 |
333,258 |
130,912 |
(1,075,340) |
1,813,380 |
(654,276) |
(568,097) |
|||||||||
|
Other selected data |
|||||||||||||||||
|
Depreciation and amortization |
2,052,848 |
316,146 |
100,930 |
570,075 |
68 |
5,095 |
(2,052,848) |
— |
992,314 |
||||||||
|
EBITDA |
2,230,226 |
1,215,922 |
504,903 |
1,881,910 |
134,000 |
(252,733) |
(2,230,226) |
(654,276) |
2,829,726 |
||||||||
|
Additions to fixed assets, intangible assets and contract assets |
1,589,778 |
496,610 |
28,737 |
1,394,629 |
1,036 |
4,237 |
(1,589,778) |
— |
1,925,249 |
||||||||
|
Reconciliation of EBITDA |
|||||||||||||||||
|
Profit (loss) for the period net |
(1,813,380) |
352,586 |
344,763 |
333,258 |
130,912 |
(1,075,340) |
1,813,380 |
(654,276) |
(568,097) |
||||||||
|
Income tax |
(147,952) |
155,219 |
(15,312) |
280,160 |
22,359 |
160,196 |
147,952 |
— |
602,622 |
||||||||
|
Finance results net |
2,138,710 |
391,971 |
74,522 |
698,417 |
(19,339) |
657,316 |
(2,138,710) |
— |
1,802,887 |
||||||||
|
Depreciation and amortization |
2,052,848 |
316,146 |
100,930 |
570,075 |
68 |
5,095 |
(2,052,848) |
— |
992,314 |
||||||||
|
EBITDA |
2,230,226 |
|
1,215,922 |
|
504,903 |
|
1,881,910 |
|
134,000 |
|
(252,733) |
|
(2,230,226) |
|
(654,276) |
|
2,829,726 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of three months ended June 30, 2024 |
|||||||||||||||||
|
Reported segments |
Reconciliation |
||||||||||||||||
|
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation of Joint Ventures |
Elimination between segments |
Consolidated |
|||||||||
|
Statement of profit or loss |
|||||||||||||||||
|
Net sales |
57,759,456 |
4,402,310 |
2,580,960 |
3,574,737 |
153,404 |
4 |
(57,759,456) |
(17,407) |
10,694,008 |
||||||||
|
Cost of sales |
(55,138,374) |
(3,510,681) |
(1,836,776) |
(1,807,554) |
— |
— |
55,138,374 |
17,407 |
(7,137,604) |
||||||||
|
Gross profit |
2,621,082 |
891,629 |
744,184 |
1,767,183 |
153,404 |
4 |
(2,621,082) |
— |
3,556,404 |
||||||||
|
Selling expenses |
(1,429,874) |
(43,065) |
(322,206) |
(11,226) |
— |
— |
1,429,874 |
— |
(376,497) |
||||||||
|
General and administrative expenses |
(738,748) |
(185,423) |
(152,810) |
(143,353) |
(17,950) |
(111,877) |
738,748 |
— |
(611,413) |
||||||||
|
Other operation income (expenses), net |
2,336,914 |
428,946 |
6,480 |
(2,487,904) |
(1,994) |
(354,571) |
(2,336,914) |
— |
(2,409,043) |
||||||||
|
Interest in earnings (losses) of subsidiaries and associates |
(39,196) |
28,391 |
— |
19,186 |
(67) |
906,575 |
39,196 |
(120,714) |
833,371 |
||||||||
|
Interest in earnings (losses) of joint ventures |
— |
— |
— |
— |
— |
450,974 |
— |
— |
450,974 |
||||||||
|
Finance results net |
(1,482,052) |
(251,450) |
(47,295) |
(646,594) |
(59,138) |
(1,517,326) |
1,482,052 |
— |
(2,521,803) |
||||||||
|
Finance expense |
(1,095,868) |
(486,016) |
(33,279) |
(813,565) |
(69,004) |
(728,888) |
1,095,868 |
— |
(2,130,752) |
||||||||
|
Finance income |
261,238 |
294,755 |
12,169 |
295,000 |
9,866 |
114,595 |
(261,238) |
— |
726,385 |
||||||||
|
Foreign exchange, net |
(1,848,944) |
(241,691) |
(45,441) |
(629,337) |
— |
(1,526,349) |
1,848,944 |
— |
(2,442,818) |
||||||||
|
Net effect of derivatives |
1,201,522 |
181,502 |
19,256 |
501,308 |
— |
623,316 |
(1,201,522) |
— |
1,325,382 |
||||||||
|
Income tax |
(226,022) |
(269,726) |
(43,709) |
(239,888) |
3,668 |
658,177 |
226,022 |
— |
108,522 |
||||||||
|
Profit for the period net |
1,042,104 |
599,302 |
184,644 |
(1,742,596) |
77,923 |
31,956 |
(1,042,104) |
(120,714) |
(969,485) |
||||||||
|
Profit (loss) attributable to: |
|||||||||||||||||
|
Owners of the Company |
1,026,612 |
492,933 |
129,797 |
(530,486) |
28,470 |
(227,108) |
(1,026,612) |
(120,714) |
(227,108) |
||||||||
|
Non-controlling interests |
15,492 |
106,369 |
54,847 |
(1,212,110) |
49,453 |
259,064 |
(15,492) |
— |
(742,377) |
||||||||
|
1,042,104 |
599,302 |
184,644 |
(1,742,596) |
77,923 |
31,956 |
(1,042,104) |
(120,714) |
(969,485) |
|||||||||
|
Other selected data |
|||||||||||||||||
|
Depreciation and amortization |
1,960,930 |
254,833 |
75,042 |
592,572 |
68 |
3,877 |
(1,960,930) |
— |
926,392 |
||||||||
|
EBITDA |
4,711,108 |
1,375,311 |
350,690 |
(263,542) |
133,461 |
894,982 |
(4,711,108) |
(120,714) |
2,370,188 |
||||||||
|
Additions to fixed assets, intangible assets and contract assets |
2,204,630 |
437,611 |
53,760 |
1,175,770 |
3,055 |
1,329 |
(2,204,630) |
— |
1,671,525 |
||||||||
|
Reconciliation of EBITDA |
|||||||||||||||||
|
Profit (loss) for the period net |
1,042,104 |
599,302 |
184,644 |
(1,742,596) |
77,923 |
31,956 |
(1,042,104) |
(120,714) |
(969,485) |
||||||||
|
Income tax |
226,022 |
269,726 |
43,709 |
239,888 |
(3,668) |
(658,177) |
(226,022) |
— |
(108,522) |
||||||||
|
Finance results net |
1,482,052 |
251,450 |
47,295 |
646,594 |
59,138 |
1,517,326 |
(1,482,052) |
— |
2,521,803 |
||||||||
|
Depreciation and amortization |
1,960,930 |
254,833 |
75,042 |
592,572 |
68 |
3,877 |
(1,960,930) |
— |
926,392 |
||||||||
|
EBITDA |
4,711,108 |
|
1,375,311 |
|
350,690 |
|
(263,542) |
|
133,461 |
|
894,982 |
|
(4,711,108) |
|
(120,714) |
|
2,370,188 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
June 30, 2025 |
||||||||||||||||
|
|
Reported segments |
|
Reconciliation |
|
|
||||||||||||
|
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Ventures |
|
Elimination between segments |
|
Consolidated |
|
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
14,596,280 |
|
3,419,387 |
|
825,927 |
|
6,091,529 |
|
46,288 |
|
3,144,758 |
|
(14,596,280) |
|
— |
|
13,527,889 |
|
Marketable securities |
1,141,352 |
|
876,212 |
|
184,395 |
|
930,878 |
|
227,275 |
|
829,826 |
|
(1,141,352) |
|
— |
|
3,048,586 |
|
Trade receivables |
9,120,179 |
|
1,921,013 |
|
1,166,314 |
|
729,570 |
|
301,493 |
|
— |
|
(9,120,179) |
|
— |
|
4,118,390 |
|
Derivative financial instruments |
11,935,740 |
|
237,479 |
|
46,043 |
|
1,756,418 |
|
— |
|
120,468 |
|
(11,935,740) |
|
— |
|
2,160,408 |
|
Inventories |
11,638,188 |
|
227,716 |
|
1,576,523 |
|
300,575 |
|
— |
|
— |
|
(11,638,188) |
|
— |
|
2,104,814 |
|
Sectorial financial assets |
— |
|
788,744 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
788,744 |
|
Other financial assets |
91,194 |
|
4,103 |
|
460 |
|
— |
|
— |
|
— |
|
(91,194) |
|
— |
|
4,563 |
|
Other current assets |
10,409,762 |
|
723,384 |
|
827,191 |
|
775,533 |
|
121,510 |
|
2,557,517 |
|
(10,409,762) |
|
(850,433) |
|
4,154,702 |
|
Other non-current assets |
15,713,313 |
|
1,762,746 |
|
241,829 |
|
3,580,711 |
|
25,801 |
|
1,864,079 |
|
(15,713,313) |
|
(139,093) |
|
7,336,073 |
|
Investment in subsidiaries and associates |
760,574 |
|
1,291,789 |
|
— |
|
339,682 |
|
91,571 |
|
15,596,132 |
|
(760,574) |
|
(15,680,659) |
|
1,638,515 |
|
Investment in joint ventures |
1,241,665 |
|
— |
|
— |
|
52,155 |
|
— |
|
8,907,935 |
|
(1,241,665) |
|
— |
|
8,960,090 |
|
Biological assets |
2,847,966 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,847,966) |
|
— |
|
— |
|
Investment property |
— |
|
— |
|
— |
|
— |
|
16,732,690 |
|
— |
|
— |
|
— |
|
16,732,690 |
|
Contract assets |
2,854,658 |
|
1,027,978 |
|
3,473 |
|
— |
|
— |
|
— |
|
(2,854,658) |
|
— |
|
1,031,451 |
|
Right-of-use assets |
8,725,395 |
|
1,530,441 |
|
317,739 |
|
7,716,390 |
|
2,920 |
|
16,102 |
|
(8,725,395) |
|
— |
|
9,583,592 |
|
Property, plant and equipment |
39,587,621 |
|
1,650,996 |
|
838,188 |
|
21,827,004 |
|
13 |
|
51,722 |
|
(39,587,621) |
|
— |
|
24,367,923 |
|
Intangible assets |
9,447,682 |
|
16,929,252 |
|
3,042,318 |
|
6,494,833 |
|
— |
|
11,441 |
|
(9,447,682) |
|
— |
|
26,477,844 |
|
Loans, borrowings and debentures |
(63,060,723) |
|
(13,998,588) |
|
(3,723,413) |
|
(21,232,059) |
|
— |
|
(21,446,203) |
|
63,060,723 |
|
— |
|
(60,400,263) |
|
Derivatives financial instruments - Liabilities |
(12,148,312) |
|
(319,193) |
|
(41,823) |
|
(1,873,657) |
|
— |
|
(412,010) |
|
12,148,312 |
|
— |
|
(2,646,683) |
|
Trade payables |
(12,030,359) |
|
(1,398,263) |
|
(1,743,521) |
|
(912,981) |
|
(22,905) |
|
(1,408) |
|
12,030,359 |
|
— |
|
(4,079,078) |
|
Employee benefits payables |
(1,207,777) |
|
(223,937) |
|
(92,346) |
|
(271,170) |
|
— |
|
(26,458) |
|
1,207,777 |
|
— |
|
(613,911) |
|
Sectorial financial liabilities |
— |
|
(2,146,732) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,146,732) |
|
Other current liabilities |
(8,392,188) |
|
(1,382,546) |
|
(347,919) |
|
(970,083) |
|
(127,897) |
|
(579,322) |
|
8,392,188 |
|
329,886 |
|
(3,077,881) |
|
Leases |
(9,388,115) |
|
(1,870,627) |
|
(331,521) |
|
(4,147,886) |
|
(3,169) |
|
(22,469) |
|
9,388,115 |
|
— |
|
(6,375,672) |
|
Other non-current liabilities |
(13,053,678) |
|
(3,530,999) |
|
(564,960) |
|
(7,576,323) |
|
(570,157) |
|
(2,008,850) |
|
13,053,678 |
|
659,651 |
|
(13,591,638) |
|
Total assets (net of liabilities) allocated by segment |
20,830,417 |
|
7,520,355 |
|
2,224,897 |
|
13,611,119 |
|
16,825,433 |
|
8,603,260 |
|
(20,830,417) |
|
(15,680,648) |
|
33,104,416 |
|
Total assets |
140,111,569 |
|
32,391,240 |
|
9,070,400 |
|
50,595,278 |
|
17,549,561 |
|
33,099,980 |
|
(140,111,569) |
|
(16,670,185) |
|
126,036,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Owners of the Company |
20,240,656 |
4,800,672 |
1,557,614 |
4,074,334 |
5,248,028 |
7,191,060 |
(20,240,656) |
(15,680,648) |
7,191,060 |
||||||||
|
Non-controlling interests |
589,761 |
2,719,683 |
667,283 |
9,536,785 |
11,577,405 |
1,412,200 |
(589,761) |
— |
25,913,356 |
||||||||
|
Total shareholders' equity |
20,830,417 |
7,520,355 |
2,224,897 |
13,611,119 |
16,825,433 |
8,603,260 |
(20,830,417) |
(15,680,648) |
33,104,416 |
||||||||
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
December 31, 2024 |
|||||||||||||||||
|
Reported segments |
Reconciliation |
||||||||||||||||
|
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation of Joint Ventures |
Elimination between segments |
Consolidated |
|||||||||
|
Statement of financial position: |
|||||||||||||||||
|
Cash and cash equivalents |
9,962,864 |
5,271,256 |
753,347 |
7,461,618 |
33,041 |
3,384,280 |
(9,962,864) |
— |
16,903,542 |
||||||||
|
Marketable securities |
1,337,706 |
1,074,806 |
303,492 |
812,795 |
251,267 |
943,941 |
(1,337,706) |
— |
3,386,301 |
||||||||
|
Trade receivables |
11,053,414 |
1,804,823 |
1,164,422 |
583,349 |
443,140 |
— |
(11,053,414) |
— |
3,995,734 |
||||||||
|
Derivative financial instruments |
17,070,322 |
356,589 |
151,926 |
1,647,977 |
— |
1,642,836 |
(17,070,322) |
— |
3,799,328 |
||||||||
|
Inventories |
17,435,862 |
252,220 |
1,538,105 |
282,580 |
— |
— |
(17,435,862) |
— |
2,072,905 |
||||||||
|
Sectorial financial assets |
— |
731,642 |
— |
— |
— |
— |
— |
— |
731,642 |
||||||||
|
Other financial assets |
87,966 |
3,820 |
675 |
— |
— |
— |
(87,966) |
— |
4,495 |
||||||||
|
Other current assets |
10,611,882 |
592,317 |
288,376 |
1,040,439 |
72,089 |
3,786,460 |
(10,611,882) |
(2,112,993) |
3,666,688 |
||||||||
|
Other non-current assets |
15,784,732 |
1,810,491 |
241,816 |
3,421,143 |
24,870 |
2,901,292 |
(15,784,732) |
(160,256) |
8,239,356 |
||||||||
|
Investment in subsidiaries and associates |
— |
1,277,955 |
— |
280,865 |
92,166 |
24,235,118 |
— |
(15,207,538) |
10,678,566 |
||||||||
|
Investment in joint ventures |
2,012,536 |
— |
— |
41,121 |
— |
10,503,923 |
(2,012,536) |
— |
10,545,044 |
||||||||
|
Biological assets |
3,596,878 |
— |
— |
— |
— |
— |
(3,596,878) |
— |
— |
||||||||
|
Investment property |
— |
— |
— |
— |
16,818,919 |
— |
— |
— |
16,818,919 |
||||||||
|
Contract assets |
2,806,284 |
1,110,463 |
4,367 |
— |
— |
— |
(2,806,284) |
— |
1,114,830 |
||||||||
|
Right-of-use assets |
9,549,136 |
1,581,601 |
316,762 |
8,039,779 |
3,053 |
17,556 |
(9,549,136) |
— |
9,958,751 |
||||||||
|
Property, plant and equipment |
37,503,618 |
1,620,505 |
911,277 |
20,435,467 |
17 |
51,750 |
(37,503,618) |
— |
23,019,016 |
||||||||
|
Intangible assets |
9,472,002 |
16,761,631 |
3,013,392 |
6,545,890 |
— |
9,872 |
(9,472,002) |
— |
26,330,785 |
||||||||
|
Loans, borrowings and debentures |
(52,781,598) |
(14,449,033) |
(3,558,575) |
(19,123,218) |
— |
(29,324,600) |
52,781,598 |
— |
(66,455,426) |
||||||||
|
Derivatives financial instruments - Liabilities |
(14,464,530) |
(389,778) |
(57,347) |
(1,918,204) |
— |
(1,104,875) |
14,464,530 |
— |
(3,470,204) |
||||||||
|
Trade payables |
(20,042,646) |
(1,650,748) |
(1,735,704) |
(1,777,918) |
(20,549) |
(2,930) |
20,042,646 |
— |
(5,187,849) |
||||||||
|
Employee benefits payables |
(1,096,336) |
(253,655) |
(140,553) |
(376,475) |
— |
(43,324) |
1,096,336 |
— |
(814,007) |
||||||||
|
Sectorial financial liabilities |
— |
(2,040,239) |
— |
— |
— |
— |
— |
— |
(2,040,239) |
||||||||
|
Other current liabilities |
(9,327,070) |
(2,876,023) |
(428,437) |
(1,252,805) |
(135,410) |
(905,820) |
9,327,070 |
1,628,676 |
(3,969,819) |
||||||||
|
Leases |
(11,988,100) |
(2,122,306) |
(327,517) |
(4,032,188) |
(3,281) |
(24,461) |
11,988,100 |
— |
(6,509,753) |
||||||||
|
Other non-current liabilities |
(14,143,270) |
(3,735,956) |
(548,995) |
(7,177,061) |
(580,129) |
(2,022,675) |
14,143,270 |
644,573 |
(13,420,243) |
||||||||
|
Total asset (net of liabilities) allocated by segment |
24,441,652 |
6,732,381 |
1,890,829 |
14,935,154 |
16,999,193 |
14,048,343 |
(24,441,652) |
(15,207,538) |
39,398,362 |
||||||||
|
Total asset |
148,285,202 |
34,250,119 |
8,687,957 |
50,593,023 |
17,738,562 |
47,477,028 |
(148,285,202) |
(17,480,787) |
141,265,902 |
||||||||
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|||||||||
|
Owners of the Company |
23,864,556 |
4,091,601 |
1,326,385 |
4,477,643 |
5,311,909 |
10,903,764 |
(23,864,556) |
(15,207,538) |
10,903,764 |
||||||||
|
Non-controlling interests |
577,096 |
2,640,780 |
564,444 |
10,457,511 |
11,687,284 |
3,144,579 |
(577,096) |
— |
28,494,598 |
||||||||
|
Total shareholders' equity |
24,441,652 |
6,732,381 |
1,890,829 |
14,935,154 |
16,999,193 |
14,048,343 |
(24,441,652) |
(15,207,538) |
39,398,362 |
||||||||
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||
|
2025 |
2024 |
2025 |
2024 |
||||
|
Reported segments |
|||||||
|
Raízen |
|||||||
|
Ethanol |
5,305,970 |
5,645,291 |
12,113,544 |
11,254,874 |
|||
|
Sugar |
5,995,476 |
6,458,023 |
12,558,124 |
14,219,618 |
|||
|
Gasoline |
16,339,924 |
15,814,690 |
33,159,510 |
31,387,072 |
|||
|
Diesel |
21,732,220 |
26,577,829 |
44,970,902 |
48,190,169 |
|||
|
Cogeneration |
2,322,794 |
812,020 |
3,960,716 |
1,672,619 |
|||
|
Other |
2,396,844 |
2,451,603 |
5,057,154 |
4,692,148 |
|||
|
54,093,228 |
57,759,456 |
111,819,950 |
111,416,500 |
||||
|
Compass |
|||||||
|
Natural gas distribution |
|||||||
|
Industrial |
2,371,534 |
2,893,420 |
4,840,976 |
5,686,944 |
|||
|
Residential |
677,891 |
583,327 |
1,202,235 |
1,049,511 |
|||
|
Cogeneration |
97,343 |
114,588 |
208,689 |
252,625 |
|||
|
Automotive |
111,086 |
114,910 |
222,322 |
235,294 |
|||
|
Commercial |
228,445 |
213,737 |
439,204 |
407,029 |
|||
|
Construction revenue |
364,325 |
381,153 |
668,454 |
701,184 |
|||
|
Other |
62,086 |
96,025 |
153,465 |
199,741 |
|||
|
3,912,710 |
4,397,160 |
7,735,345 |
8,532,328 |
||||
|
Marketing & services |
|||||||
|
Gas commercialization |
422,628 |
5,150 |
809,593 |
5,149 |
|||
|
4,335,338 |
4,402,310 |
8,544,938 |
8,537,477 |
||||
|
Moove |
|||||||
|
Finished product |
1,812,134 |
2,210,631 |
3,857,263 |
4,274,762 |
|||
|
Base oil |
309,093 |
149,682 |
450,836 |
318,623 |
|||
|
Services |
125,043 |
220,647 |
279,754 |
427,168 |
|||
|
2,246,270 |
2,580,960 |
4,587,853 |
5,020,553 |
||||
|
Rumo |
|||||||
|
North operations |
3,037,996 |
2,815,282 |
5,425,681 |
5,249,914 |
|||
|
South operations |
484,355 |
602,283 |
890,765 |
1,165,414 |
|||
|
Container operations |
189,042 |
157,172 |
361,697 |
305,425 |
|||
|
3,711,393 |
3,574,737 |
6,678,143 |
6,720,753 |
||||
|
Radar |
|||||||
|
Lease and sale of lands |
184,336 |
153,404 |
336,414 |
289,970 |
|||
|
184,336 |
153,404 |
336,414 |
289,970 |
||||
|
Reconciliation |
|||||||
|
Cosan Corporate |
1,407 |
4 |
1,455 |
13 |
|||
|
Deconsolidation of joint venture, adjustments and eliminations |
(54,094,320) |
(57,776,863) |
(111,828,500) |
(111,449,202) |
|||
|
Total |
10,477,652 |
|
10,694,008 |
|
20,140,253 |
|
20,536,064 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||
|
2025 |
|
2024 |
2025 |
2024 |
|||
|
Net sales |
|||||||
|
Brazil |
9,018,182 |
|
9,111,370 |
17,184,859 |
17,513,444 |
||
|
Europe (i) |
780,649 |
|
753,657 |
1,599,316 |
1,444,184 |
||
|
Latin America (ii) |
112,397 |
|
196,523 |
208,808 |
364,598 |
||
|
United States of America |
556,542 |
|
610,268 |
1,124,030 |
1,181,101 |
||
|
Asia and other (iii) |
9,882 |
|
22,190 |
23,240 |
32,737 |
||
|
Total |
10,477,652 |
|
10,694,008 |
|
20,140,253 |
20,536,064 |
|
| (i) | England, France, Spain and Portugal; |
| (ii) | Argentina, Bolivia, Uruguay and Paraguay; |
| (iii) | Singapore, United Arab Emirates and Oceania. |
The Company's financial assets and liabilities are stated as classified below:
|
|
|
|
Parent Company |
|
Consolidated |
||||
|
|
Note |
|
June 30, 2025 |
|
December 31, 2024 |
|
June 30, 2025 |
|
December 31, 2024 |
| Assets | |||||||||
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.1 |
|
514,271 |
|
986,278 |
|
1,308,890 |
|
2,122,442 |
|
Marketable securities |
|
|
709,927 |
|
805,335 |
|
3,048,586 |
|
3,386,301 |
|
Derivative financial instruments |
5.3 |
|
120,468 |
|
1,565,495 |
|
2,160,408 |
|
3,799,328 |
|
Other financial assets |
|
|
— |
|
— |
|
4,563 |
|
4,495 |
|
|
|
|
1,344,666 |
|
3,357,108 |
|
6,522,447 |
|
9,312,566 |
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
2,417,043 |
|
1,214,989 |
|
12,218,999 |
|
14,781,100 |
|
Trade receivables |
|
|
— |
|
— |
|
4,118,390 |
|
3,995,734 |
|
Restricted cash |
|
|
188 |
|
— |
|
220,693 |
|
174,303 |
|
Receivables from related parties |
5.4 |
|
248,124 |
|
406,981 |
|
210,380 |
|
399,889 |
|
Sectorial financial assets |
|
|
— |
|
— |
|
788,744 |
|
731,642 |
|
Judicial deposits |
10 |
|
390,067 |
|
416,969 |
|
1,054,531 |
|
1,056,690 |
|
Dividends and interest on equity receivable |
|
|
11,848 |
|
19,377 |
|
32,669 |
|
153,548 |
|
Reduction of capital receivable |
|
|
— |
|
1,013,714 |
|
— |
|
— |
|
|
|
|
3,067,270 |
|
3,072,030 |
|
18,644,406 |
|
21,292,906 |
|
Total |
|
|
4,411,936 |
|
6,429,138 |
|
25,166,853 |
|
30,605,472 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
(16,140,488) |
|
(21,350,555) |
|
(33,545,683) |
|
(38,161,392) |
|
Trade payables |
5.5 |
|
(1,366) |
|
(2,900) |
|
(4,079,078) |
|
(5,187,849) |
|
Consideration payable |
|
|
— |
|
— |
|
(174,291) |
|
(246,256) |
|
Other financial liabilities (i) |
|
|
— |
|
— |
|
(853,502) |
|
(1,067,839) |
|
Leases |
|
|
(22,469) |
|
(24,459) |
|
(6,375,672) |
|
(6,509,753) |
|
Railroad concession payable |
|
|
— |
|
— |
|
(3,972,603) |
|
(3,721,190) |
|
Related parties payables |
5.4 |
|
(5,505,397) |
|
(7,263,024) |
|
(379,030) |
|
(417,488) |
|
Dividends payable |
11 |
|
(39) |
|
(3,495) |
|
(135,875) |
|
(96,722) |
|
Reduction of share capital payable |
|
|
— |
|
— |
|
— |
|
(486,285) |
|
Sectorial financial liabilities |
|
|
— |
|
— |
|
(78,067) |
|
(64,718) |
|
Installment of tax debts |
|
|
(138,661) |
|
(219,429) |
|
(161,813) |
|
(254,302) |
|
|
|
|
(21,808,420) |
|
(28,863,862) |
|
(49,755,614) |
|
(56,213,794) |
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
— |
|
— |
|
(26,854,580) |
|
(28,294,034) |
|
Derivative financial instruments |
5.3 |
|
(412,010) |
|
(1,104,874) |
|
(2,646,683) |
|
(3,470,204) |
|
|
|
|
(412,010) |
|
(1,104,874) |
|
(29,501,263) |
|
(31,764,238) |
|
Total |
|
|
(22,220,430) |
|
(29,968,736) |
|
(79,256,877) |
|
(87,978,032) |
| (i) | The Company's subsidiaries adopt strategies to optimize working capital efficiency, including extending payment terms with their suppliers and entering into structured payment agreements (also known as reverse factoring or drawn risk) with financial institutions. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Cash and bank accounts |
371 |
414 |
752,602 |
958,738 |
|||
|
Savings account |
43,065 |
48,831 |
724,139 |
485,393 |
|||
|
Financial investments |
2,887,878 |
2,152,022 |
12,051,148 |
15,459,411 |
|||
|
Total |
2,931,314 |
|
2,201,267 |
|
13,527,889 |
|
16,903,542 |
Financial investments include the following:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Applications in investment funds |
|||||||
|
Repurchase agreements |
150,854 |
400,251 |
791,458 |
1,493,278 |
|||
|
Certificate of bank deposits – CDB |
363,417 |
586,027 |
516,535 |
604,398 |
|||
|
Other investments |
— |
— |
897 |
24,766 |
|||
|
514,271 |
986,278 |
1,308,890 |
2,122,442 |
||||
|
Applications in banks |
|||||||
|
Repurchase agreements |
— |
— |
149,274 |
236,101 |
|||
|
Certificate of bank deposits – CDB |
2,373,608 |
1,165,549 |
10,592,984 |
12,102,078 |
|||
|
Other |
— |
195 |
— |
998,790 |
|||
|
2,373,608 |
1,165,744 |
10,742,258 |
13,336,969 |
||||
|
Total |
2,887,879 |
|
2,152,022 |
|
12,051,148 |
|
15,459,411 |
a) Composition
|
Interest |
Parent Company |
|||||||
|
Description |
Average debt index |
Average annual interest rate |
June 30, 2025 |
December 31, 2024 |
||||
|
Debentures |
CDI + 1.29% |
16.38% |
11,339,656 |
10,554,301 |
||||
|
Debentures |
IPCA + 5.75% |
11.35% |
446,471 |
433,499 |
||||
|
Debentures |
Prefixed |
7.52% |
3,330,098 |
5,636,584 |
||||
|
Commercial bank Notes |
CDI + 1.77% |
16.94% |
1,024,263 |
1,020,037 |
||||
|
Loan 4.131 |
— |
3,706,134 |
||||||
|
Total |
16,140,488 |
21,350,555 |
||||||
|
Current |
480,944 |
347,032 |
||||||
|
Non-current |
|
|
|
|
|
15,659,544 |
|
21,003,523 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
|
Interest |
|
Consolidated |
||||
|
Description |
|
Average debt index |
|
Average annual interest rate |
|
June 30, 2025 |
|
December 31, 2024 |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 1.29% |
|
16.38% |
|
11,339,656 |
|
10,554,301 |
|
Debentures |
|
IPCA + 5.75% |
|
11.35% |
|
446,471 |
|
433,499 |
|
Commercial bank notes |
|
CDI + 1.77% |
|
16.94% |
|
1,024,263 |
|
1,020,037 |
|
Perpetual Notes |
|
Prefixed |
|
8.25% |
|
2,762,941 |
|
3,135,174 |
|
Senior Notes |
|
Prefixed |
|
6.48% |
|
5,872,872 |
|
14,181,589 |
|
|
|
|
|
|
|
21,446,203 |
|
29,324,600 |
|
Compass |
|
|
|
|
|
|
|
|
|
BNDES |
|
IPCA + 4.53% |
|
10.27% |
|
2,907,532 |
|
3,034,743 |
|
Debentures |
|
CDI + 0.69% |
|
15.69% |
|
5,525,187 |
|
5,378,989 |
|
Loan 4.131 |
|
VC + 4.04% |
|
4.04% |
|
820,149 |
|
2,695,565 |
|
Loan 4.131 |
|
CDI + 0.78% |
|
15.80% |
|
363,191 |
|
— |
|
Debentures (Law 12,431) |
|
IPCA + 6.37% |
|
12.12% |
|
3,997,781 |
|
2,956,899 |
|
Debentures |
|
IGPM + 6.10% |
|
10.76% |
|
384,748 |
|
382,837 |
|
|
|
|
|
|
|
13,998,588 |
|
14,449,033 |
|
Moove |
|
|
|
|
|
|
|
|
|
Offshore loan 4.131 |
|
Prefixed |
|
5.50% |
|
— |
|
15,729 |
|
Loan 4.131 |
|
CDI + 0.45% |
|
15.42% |
|
530,438 |
|
— |
|
Acquisition Finance |
|
SOFR + 1.50% |
|
1.50% |
|
2,077,668 |
|
2,346,950 |
|
Working capital |
|
SONIA + 1.34% |
|
1.34% |
|
300,979 |
|
272,318 |
|
Export Credit Note |
|
SOFR + 1.30% |
|
5.66% |
|
272,161 |
|
316,442 |
|
Export Prepayment |
|
SOFR + 1.30% |
|
5.64% |
|
542,167 |
|
607,136 |
|
|
|
|
|
|
|
3,723,413 |
|
3,558,575 |
|
Rumo |
|
|
|
|
|
|
|
|
|
ACF |
|
IPCA + 6.48% |
|
12.12% |
|
324,351 |
|
299,706 |
|
BNDES |
|
URTJLP + 2.06% |
|
10.82% |
|
1,645,813 |
|
1,861,658 |
|
CCB |
|
IPCA + 0.94% |
|
6.29% |
|
834,576 |
|
874,513 |
|
Debentures |
|
CDI + 0.70% |
|
15.45% |
|
259,105 |
|
— |
|
Debentures (Law 12,431) |
|
IPCA + 5.56% |
|
11.16% |
|
13,124,369 |
|
10,722,182 |
|
Export Credit Agency ("ECA") |
|
Euribor + 0,58% |
|
2.97% |
|
4,526 |
|
38,525 |
|
NCE |
|
|
|
|
|
— |
|
276,661 |
|
Senior Notes |
|
Prefixed + 4.73% |
|
4.73% |
|
5,039,319 |
|
5,049,973 |
|
|
|
|
|
|
|
21,232,059 |
|
19,123,218 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
60,400,263 |
|
66,455,426 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
3,873,610 |
|
4,403,148 |
|
Non-current |
|
|
|
|
|
56,526,653 |
|
62,052,278 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Changes in loans, borrowings and debentures
|
Parent Company |
Consolidated |
|||
|
Balance as at January 1, 2025 |
21,350,555 |
66,455,426 |
||
|
Proceeds |
2,427,312 |
7,914,651 |
||
|
Repayment of principal |
(7,148,782) |
(13,410,998) |
||
|
Payment of interest |
(765,076) |
(2,360,197) |
||
|
Payment of interest on work in progress |
— |
(35,707) |
||
|
Acquisition of subsidiaries (Note 6.3) |
— |
77,002 |
||
|
Interest, exchange rate and fair value |
276,479 |
1,760,086 |
||
|
Balance as at June 30, 2025 |
|
16,140,488 |
|
60,400,263 |
c) Offset of assets and liabilities
|
Segment |
June 30, 2025 |
December 31, 2024 |
|||
|
Assets |
|||||
|
Credit Linked Notes |
Rumo |
5,579,180 |
6,334,168 |
||
|
Time deposit |
Cosan Corporate |
— |
3,718,105 |
||
|
TRS |
Cosan Corporate |
3,332,195 |
5,640,466 |
||
|
Total |
8,911,375 |
15,692,739 |
|||
|
Liabilities |
|||||
|
NCEs |
Rumo |
(5,579,180) |
(6,334,168) |
||
|
Loan 4.131 (i) |
Cosan Corporate |
— |
(3,718,105) |
||
|
Debentures |
Cosan Corporate |
(3,332,195) |
(5,640,466) |
||
|
Total |
(8,911,375) |
(15,692,739) |
|||
|
Net Balance |
|
|
— |
|
— |
| (i) | The balance of Loan 4,131 was settled as mentioned in Note 2.2. |
d) Covenants
The Company and its subsidiaries are required to comply with the financial clauses per the terms of the main loan lines both financial and non-financial, as set forth in the loan and financing agreements.
As of June 30, 2025, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive covenants. The terms of the loans include cross-default provisions.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company uses swap instruments, whose fair value is determined from discounted cash flows based on market curves, to hedge the exposure to foreign exchange risk and interest, and inflation risk. The consolidated data are presented below:
|
Parent Company |
Consolidated |
||||||||||||||
|
Notional |
Fair value |
Notional |
Fair value |
||||||||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||||||
|
Exchange rate derivatives |
|||||||||||||||
|
Forward agreements |
— |
942,987 |
— |
18,402 |
180,712 |
1,042,896 |
(19,311) |
28,392 |
|||||||
|
FX option agreements |
— |
— |
— |
— |
328,500 |
411,000 |
5,505 |
3,096 |
|||||||
|
— |
942,987 |
— |
18,402 |
509,212 |
1,453,896 |
(13,806) |
31,488 |
||||||||
|
Commodity derivatives |
|||||||||||||||
|
Forward contract - NDF |
— |
— |
— |
— |
20,855 |
21,174 |
(11,666) |
(7,158) |
|||||||
|
— |
— |
— |
— |
20,855 |
21,174 |
(11,666) |
(7,158) |
||||||||
|
Foreign exchange and interest rate risk |
|||||||||||||||
|
Swap agreements (interest rate) |
350,000 |
350,000 |
12,640 |
(4,705) |
350,000 |
6,453,930 |
12,640 |
(364,783) |
|||||||
|
Swap agreements(interest and FX) |
8,468,760 |
13,686,022 |
(78,594) |
1,520,581 |
17,486,554 |
20,195,459 |
(573,130) |
1,912,553 |
|||||||
|
Swap agreements(interest and inflation) |
— |
— |
— |
— |
21,051,206 |
12,247,351 |
325,275 |
(246,660) |
|||||||
|
8,818,760 |
14,036,022 |
(65,954) |
1,515,876 |
38,887,760 |
38,896,740 |
(235,215) |
1,301,110 |
||||||||
|
Share price risk |
|||||||||||||||
|
Swap agreements - (TRS) |
944,593 |
1,817,821 |
(243,648) |
(1,073,657) |
944,593 |
1,817,821 |
(243,648) |
(1,073,657) |
|||||||
|
Call Spread |
5,678,737 |
— |
18,060 |
— |
5,678,737 |
4,667,709 |
18,060 |
77,341 |
|||||||
|
6,623,330 |
1,817,821 |
(225,588) |
(1,073,657) |
6,623,330 |
6,485,530 |
(225,588) |
(996,316) |
||||||||
|
Total financial instruments |
(291,542) |
460,621 |
(486,275) |
329,124 |
|||||||||||
|
Current assets |
— |
18,402 |
161,993 |
905,341 |
|||||||||||
|
Non-current assets |
120,468 |
1,547,093 |
1,998,415 |
2,893,987 |
|||||||||||
|
Current liabilities |
(252,037) |
(1,074,991) |
(2,027,992) |
(2,504,117) |
|||||||||||
|
Non-current liabilities |
(159,973) |
(29,883) |
(618,691) |
(966,087) |
|||||||||||
|
Total |
|
|
|
|
(291,542) |
|
460,621 |
|
|
|
|
|
(486,275) |
|
329,124 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Below, we present the breakdown of the registration value of debt and non-debt derivative financial instruments:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30,2025 |
December 31, 2024 |
||||
|
Derivative financial instruments |
(65,954) |
1,534,278 |
(215,370) |
1,319,512 |
|||
|
Non-derivative financial instruments |
(225,588) |
(1,073,657) |
(270,905) |
(990,388) |
|||
|
|
(291,542) |
|
460,621 |
|
(486,275) |
|
329,124 |
Derivatives are only used for economic hedging purposes and not as speculative investments.
a) Fair value hedge
The Company, through its subsidiaries, adopts fair value hedge accounting for some of its operations.
There is an economic relationship between the hedged item and the hedging instrument because the terms of the interest and FX rate swap correspond to the terms of the fixed-rate loan, i.e., notional amount, term, and payment. Since the underlying risk of the interest and FX rate swap is identical to the hedged risk component, the Company has established a hedge ratio of 1:1 for its hedging relationships. The Company employs the discounted cash flow method and compares changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk in order to evaluate the effectiveness of the hedge. According to the Company's assessment, the sources of hedge ineffectiveness that are most likely to impact the hedge relationship during its term are: (i) a reduction or change in the hedged item; and (ii) a change in the Company's or the contracted swap counterparty's credit risk. The following amounts were associated with the items designated as hedging instruments:
|
Carrying amount |
Accumulated fair value of hedge adjustments |
||||||||||||||
|
Subsidiary |
Index |
Unit |
Notional |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||||||
|
FX rate risk hedge |
|||||||||||||||
|
Loans, borrowings and debentures |
|||||||||||||||
|
Designated items |
|||||||||||||||
|
PPE |
Moove |
US$ + 1.40% |
USD |
(100,000) |
(542,167) |
(620,690) |
353 |
(13,554) |
|||||||
|
NCE |
Moove |
US$ + 1.30% |
USD |
(50,000) |
(272,161) |
(320,606) |
1,869 |
(4,164) |
|||||||
|
Senior Notes 2028 |
Rumo |
US$ + 5.30% |
BRL |
(2,791,600) |
(2,491,457) |
(2,631,834) |
(287,976) |
(519,686) |
|||||||
|
Senior Notes 2032 |
Rumo |
US$ + 4.20% |
BRL |
(2,824,075) |
(2,547,861) |
(2,418,140) |
(189,460) |
(687,411) |
|||||||
|
NCE U.S.$ |
Rumo |
SOFR + 1.30% |
BRL |
— |
— |
(25,341) |
— |
(131,663) |
|||||||
|
Total |
(5,853,646) |
(6,016,611) |
(475,214) |
(1,356,478) |
|||||||||||
|
Interest rate risk hedge |
|||||||||||||||
|
Loans, borrowings and debentures |
|||||||||||||||
|
Designated items |
|||||||||||||||
|
BNDES Project VIII |
Comgás |
IPCA + 3.25% |
BRL |
(749,998) |
(655,561) |
(678,785) |
97,901 |
100,511 |
|||||||
|
Debenture |
Rumo |
IPCA + 5.56% |
BRL |
(11,935,026) |
(12,425,737) |
(9,719,039) |
(1,521,235) |
(1,851,762) |
|||||||
|
ACF |
Rumo |
IPCA + 6.48% |
BRL |
(312,528) |
(324,351) |
(299,706) |
(9,454) |
(13,635) |
|||||||
|
Finem |
Rumo |
TLP + 2.06% |
BRL |
(20,806) |
(21,469) |
(25,764) |
(2,040) |
(2,212) |
|||||||
|
CCB |
Rumo |
IPCA + 0.94% |
BRL |
(920,982) |
(834,576) |
(874,513) |
(80,477) |
(63,520) |
|||||||
|
Total |
|
|
|
|
|
|
|
|
(14,261,694) |
|
(11,597,807) |
|
(1,515,305) |
|
(1,830,618) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
June 30, 2025 |
December 31, 2024 |
||||||||||||||
|
Subsidiary |
Index |
Unit |
Notional |
Assets |
Liabilities |
Assets |
Liabilities |
||||||||
|
FX rate risk hedge |
|||||||||||||||
|
Derivative financial instruments |
|||||||||||||||
|
PPE |
Moove |
CDI + 0.79% |
USD |
100,000 |
3,044 |
— |
66,126 |
— |
|||||||
|
NCE |
Moove |
CDI + 0.60% |
USD |
50,000 |
1,177 |
— |
28,452 |
— |
|||||||
|
Swap Senior Notes 2028 |
Rumo |
115% CDI |
BRL |
2,791,600 |
2,509,811 |
2,781,855 |
2,657,287 |
2,707,334 |
|||||||
|
Swap Senior Notes 2032 |
Rumo |
106% CDI |
BRL |
2,824,075 |
2,591,933 |
2,757,213 |
4,039,312 |
3,926,328 |
|||||||
|
Total |
5,105,965 |
5,539,068 |
6,791,177 |
6,633,662 |
|||||||||||
|
Interest rate risk hedge |
|||||||||||||||
|
Derivative financial instruments |
|||||||||||||||
|
BNDES Project VIII |
Comgás |
99.75% CDI |
BRL |
749,998 |
654,419 |
753,701 |
693,704 |
795,268 |
|||||||
|
Swaps Debentures |
Rumo |
104% CDI |
BRL |
11,935,026 |
12,526,507 |
12,284,412 |
10,016,793 |
10,377,790 |
|||||||
|
ACF |
Rumo |
96% CDI |
BRL |
312,528 |
329,930 |
338,354 |
304,962 |
318,827 |
|||||||
|
Finem |
Rumo |
96% CDI |
BRL |
20,806 |
22,556 |
20,904 |
23,552 |
22,614 |
|||||||
|
CCB |
Rumo |
64% CDI |
BRL |
920,982 |
842,765 |
924,864 |
882,930 |
946,589 |
|||||||
|
Total |
|
|
|
|
|
|
|
|
14,376,177 |
|
14,322,235 |
|
11,921,941 |
|
12,461,088 |
b) Fair value option
Certain derivatives instruments were not designated to documented hedging structures.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company chose to designate the hedged liabilities (hedge objects) to be recorded at fair value through profit or loss as below:
|
|
|
|
|
|
Carrying amount |
|
Accumulated fair value |
||||
|
|
Index |
|
Notional |
|
June 30, 2025 |
|
December 31, 2024 |
|
June 30, 2025 |
|
December 31, 2024 |
|
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 (Cosan Luxembourg) |
USD + 7.00% |
|
— |
|
— |
|
(2,475,674) |
|
— |
|
(1,540,318) |
|
Export Credit Agreement (Rumo) |
EUR + 0.58% |
|
(19,027) |
|
(4,526) |
|
(38,525) |
|
(24,205) |
|
(713) |
|
Scotiabank 2022 |
USD + 2.51% |
|
— |
|
— |
|
(1,245,669) |
|
— |
|
3,580 |
|
Scotiabank 2023 |
USD + 4.76% |
|
(749,310) |
|
(820,149) |
|
(926,262) |
|
1,265 |
|
5,920 |
|
BNP Paribas 2024 |
EUR + 5.74% |
|
— |
|
— |
|
(523,634) |
|
— |
|
(19,408) |
|
Total |
|
|
|
|
(824,675) |
|
(5,209,764) |
|
(22,940) |
|
(1,550,939) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Projects VI and VII (Compass) |
IPCA + 4.10% |
|
(91,779) |
|
(77,338) |
|
(88,477) |
|
3,777 |
|
3,288 |
|
BNDES Project VIII (Compass) |
IPCA + 3.25% |
|
(658,663) |
|
(585,406) |
|
(639,325) |
|
42,704 |
|
39,439 |
|
BNDES Project IX (Compass) |
IPCA + 5.74% |
|
(565,582) |
|
(583,164) |
|
(554,820) |
|
47,024 |
|
54,110 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(306,207) |
|
(301,499) |
|
(287,962) |
|
19,362 |
|
22,242 |
|
BNDES Project IX - Sub A (Compass) |
IPCA + 5.74% |
|
(196,598) |
|
(193,005) |
|
(184,883) |
|
9,493 |
|
10,864 |
|
BNDES Project IX - Sub B (Compass) |
IPCA + 6.01% |
|
(315,186) |
|
(310,146) |
|
(295,695) |
|
20,495 |
|
23,999 |
|
Debenture 4th issue - 3rd Series (Compass) |
IPCA + 7.36% |
|
(38,273) |
|
(44,279) |
|
(41,436) |
|
842 |
|
718 |
|
Debenture 9th issue - 1st Series (Compass) |
IPCA + 5.12% |
|
(500,000) |
|
(545,358) |
|
(512,946) |
|
75,636 |
|
88,728 |
|
Debenture 9th issue - 2nd Series (Compass) |
IPCA + 5.22% |
|
(500,000) |
|
(504,500) |
|
(466,173) |
|
114,014 |
|
133,379 |
|
Debenture 11th issue - 1st Series (Compass) |
IPCA + 6.38% |
|
(750,000) |
|
(733,205) |
|
(685,420) |
|
51,576 |
|
72,780 |
|
Debenture 11th issue - 2nd Series (Compass) |
IPCA + 6.45% |
|
(750,000) |
|
(714,118) |
|
(662,782) |
|
61,045 |
|
85,912 |
|
Debenture 12th issue – Single series (Compass) |
IPCA + 7.17% |
|
(600,000) |
|
(623,914) |
|
(588,142) |
|
(25,581) |
|
(10,096) |
|
Debenture 2nd issue – Single series (Compass) |
IPCA + 7.44% |
|
(800,000) |
|
(850,355) |
|
— |
|
(50,355) |
|
— |
|
Debentures (Rumo) |
IPCA + 4.68% |
|
(120,000) |
|
(169,600) |
|
(248,085) |
|
(4,214) |
|
(59,916) |
|
Debentures (Rumo) |
IPCA + 4.50% |
|
(600,000) |
|
(788,138) |
|
(755,061) |
|
(77,113) |
|
(96,457) |
|
Total |
|
|
|
|
(7,024,025) |
|
(6,011,207) |
|
288,705 |
|
368,990 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Carrying amount |
|||||||
|
Index |
Notional |
June 30, 2025 |
December 31, 2024 |
||||
|
FX rate risk |
|||||||
|
Derivatives instruments |
|||||||
|
Swap Senior Notes 2027 (Cosan Luxembourg) |
BRL + 114.66% CDI |
— |
— |
217,523 |
|||
|
FX and interest rate swaps (Rumo) |
BRL + 108% CDI |
19,027 |
(15,360) |
12,253 |
|||
|
Scotiabank 2022 (Compass) |
CDI + 1.20% |
— |
— |
95,971 |
|||
|
Scotiabank 2023 (Compass) |
CDI + 1.35% |
749,310 |
— |
169,185 |
|||
|
BNP Paribas 2024 (Compass) |
CDI + 1.30% |
— |
— |
55,805 |
|||
|
Total |
(15,360) |
550,737 |
|||||
|
Interest risk |
|||||||
|
Derivatives instruments |
|||||||
|
BNDES Projects VI and VII (Compass) |
87.50% CDI |
91,779 |
(3,931) |
(3,332) |
|||
|
BNDES Project VIII (Compass) |
82.94% CDI |
658,663 |
(43,880) |
(39,834) |
|||
|
BNDES Project IX (Compass) |
98.90% CDI |
565,582 |
28,910 |
1,394 |
|||
|
BNDES Project IX - Sub A (Compass) |
95.55% CDI |
306,207 |
(1,175) |
(14,383) |
|||
|
BNDES Project IX - Sub A (Compass) |
92.35% CDI |
196,598 |
(1,028) |
(8,929) |
|||
|
BNDES Project IX - Sub B (Compass) |
98.49% CDI |
315,186 |
(1,868) |
(15,994) |
|||
|
Debenture 4th issue - 3rd Series (Compass) |
112.49% CDI |
38,273 |
3,133 |
3,203 |
|||
|
Debenture 9th issue - 1st Series (Compass) |
109.20% CDI |
500,000 |
32,147 |
5,192 |
|||
|
Debenture 9th issue - 2nd Series (Compass) |
110.60% CDI |
500,000 |
(6,373) |
(39,535) |
|||
|
Debenture 11th issue - 1st Series (Compass) |
100.45% CDI |
750,000 |
(36,168) |
(71,755) |
|||
|
Debenture 11th issue - 2nd Series (Compass) |
99.70% CDI |
750,000 |
(45,797) |
(84,963) |
|||
|
Debenture 12th issue – Single series (Compass) |
95.66% CDI |
600,000 |
43,682 |
10,424 |
|||
|
Debenture 2nd issue – Single series (Compass) |
97.40% CDI |
800,000 |
13,539 |
— |
|||
|
Debentures (Rumo) |
107% CDI |
120,000 |
43,454 |
60,419 |
|||
|
Debentures (Rumo) |
103% CDI |
600,000 |
158,612 |
130,505 |
|||
|
Total |
|
|
|
|
183,257 |
|
(67,588) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Cash flow hedge
Compass
The indirect subsidiary Edge Comercialização S.A. entered into a natural gas purchase agreement indexed to Brent and US dollar risk. To mitigate fluctuations in the corresponding indexes, this transaction was designated as a cash flow hedge, as provided for in CPC 40. The transaction was settled in May 2025.
The indirect subsidiary Terminal de Regaseificação de São Paulo ("TRSP") adopted a hedge accounting strategy to protect its results from exposure to variability in cash flows arising from the exchange rate effects of highly probable revenues in US dollars projected for a period of 20 years, through non-derivatives hedging instruments – lease liabilities in US dollars already contracted.
Rumo
To mitigate the effects of exchange rate volatility on future cash flows, the subsidiary Rumo entered into derivatives financial instruments in the form of swap transactions and designated a cash flow hedge. The hedging relationship was formally designated and documented at the beginning of the transaction, demonstrating that the hedge is effective in offsetting the variations in cash flows attributable to exchange rate risk. The effects of this hedge are recognized in net under "Other Comprehensive Income."
The impact of hedged items on the balance sheet is presented below:
|
Carrying amount |
||||||||||||
|
Subsidiary |
Risk |
Unit |
Notional |
June 30, 2025 |
December 31, 2024 |
|||||||
|
Financial instrument |
||||||||||||
|
Leasing |
TRSP |
FX rate |
BRL |
3,453,427 |
(198,383) |
(446,224) |
||||||
|
Swap exchange rate and interest |
Rumo |
FX rate |
BRL |
1,107,612 |
(107,920) |
— |
||||||
|
Total |
(306,303) |
(446,224) |
||||||||||
|
(-) Deferred tax |
|
|
|
|
|
|
|
|
|
104,143 |
|
151,716 |
The effect of cash flow hedge on the income statement and other comprehensive income is shown below:
|
Write-offs |
Ineffectiveness |
|||||||||||||
|
Subsidiary |
Balance as at January 1, 2025 |
Other comprehensive income |
Net sales |
Cost of sales |
Financial result |
Balance as at June 30, 2025 |
||||||||
|
Financial instrument |
||||||||||||||
|
Derivative futures |
Edge |
— |
(13,089) |
— |
9,027 |
4,062 |
— |
|||||||
|
Leasing |
TRSP |
(446,224) |
239,331 |
7,497 |
— |
1,013 |
(198,383) |
|||||||
|
Swap exchange rate and interest |
Rumo |
— |
(107,920) |
— |
— |
— |
(107,920) |
|||||||
|
Total |
|
|
|
(446,224) |
|
118,322 |
|
7,497 |
|
9,027 |
|
5,075 |
|
(306,303) |
Sources of ineffectiveness in hedge accounting, although historically immaterial, may arise from the following factors:
|
1. |
Temporal misalignment between the cash flows of the hedged items and the hedging instruments; |
| 2. | Use of different reference indices, resulting in different risk curves between the protected items and the hedging instruments; |
| 3. | Distinct effects of counterparty credit risk on the change in the fair value of hedging instruments and hedged items; |
| 4. | Changes in projections of expected cash flows from hedged items and hedging instruments. |
The Company continuously monitors sources of ineffectiveness, using quantitative and qualitative analyses to assess the impacts on fair value and hedge effectiveness. These practices are aligned with accounting and treasury policies.
As of June 30, 2025, there was no change in the fair value of the hedging instruments used to recognize ineffectiveness.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Accounts receivable and payable with related parties:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
|
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
|||
|
Current assets |
|||||||
|
Commercial operations |
|||||||
|
Raízen S.A. |
2,801 |
5,241 |
56,680 |
72,518 |
|||
|
Rumo S.A. |
39,239 |
25,706 |
— |
— |
|||
|
CLI Sul S.A. |
10 |
10 |
14,305 |
19,458 |
|||
|
Cosan Lubrificantes e Especialidades S.A. |
6,933 |
14,164 |
— |
— |
|||
|
Compass Gás e Energia S.A. |
25,932 |
18,561 |
— |
— |
|||
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
— |
14,286 |
14,286 |
|||
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
— |
35,100 |
36,985 |
|||
|
Radar Gestão de Investimentos S.A. |
232 |
— |
233 |
— |
|||
|
Radar Propriedades Agrícolas S.A. |
1,957 |
— |
— |
— |
|||
|
Other |
150 |
2,688 |
857 |
6,938 |
|||
|
77,254 |
66,370 |
121,461 |
150,185 |
||||
|
Financial and corporate operations |
|||||||
|
Raízen S.A. |
62,600 |
45,173 |
62,600 |
45,173 |
|||
|
Cosan Lubrificantes e Especialidades S.A. |
10,155 |
— |
— |
— |
|||
|
Cosan Luxembourg S.A. |
2,865 |
2,556 |
— |
— |
|||
|
Other |
— |
— |
— |
1,705 |
|||
|
75,620 |
47,729 |
62,600 |
46,878 |
||||
|
Total current assets |
152,874 |
114,099 |
184,061 |
197,063 |
|||
|
Non-current assets |
|||||||
|
Commercial operations |
|||||||
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
— |
14,286 |
21,438 |
|||
|
— |
— |
14,286 |
21,438 |
||||
|
Financial operations |
|||||||
|
Raízen S.A. |
— |
28,864 |
33 |
26,920 |
|||
|
Cosan Lubrificantes e Especialidades S.A. |
95,250 |
109,550 |
— |
— |
|||
|
Ligga S.A. |
— |
154,468 |
— |
154,468 |
|||
|
CLI Sul S.A. |
— |
— |
12,000 |
— |
|||
|
95,250 |
292,882 |
12,033 |
181,388 |
||||
|
Total non-current assets |
95,250 |
292,882 |
26,319 |
202,826 |
|||
|
Related parties receivables |
248,124 |
|
406,981 |
|
210,380 |
|
399,889 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Current liabilities |
|||||||
|
Commercial operations |
|||||||
|
Raízen S.A. |
76,989 |
8,176 |
350,849 |
303,656 |
|||
|
Termag - Terminal Marítimo de Guarujá S.A. |
— |
— |
— |
8,149 |
|||
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
— |
20,688 |
45,119 |
|||
|
Other |
191 |
64 |
2,935 |
1,932 |
|||
|
77,180 |
8,240 |
374,472 |
358,856 |
||||
|
Financial and corporate operations |
|||||||
|
Raízen S.A. |
— |
56,478 |
3,480 |
57,554 |
|||
|
Cosan Overseas Limited |
35,262 |
40,012 |
— |
— |
|||
|
Cosan Luxembourg S.A |
33,887 |
105,890 |
— |
— |
|||
|
69,149 |
202,380 |
3,480 |
57,554 |
||||
|
Total current liabilities |
146,329 |
210,620 |
377,952 |
416,410 |
|||
|
Non-current liabilities |
|||||||
|
Financial operations |
|||||||
|
Cosan Lubrificantes e Especialidades S.A. |
618,498 |
591,491 |
— |
— |
|||
|
Cosan Luxembourg S.A |
1,991,842 |
3,342,012 |
— |
— |
|||
|
Cosan Overseas Limited |
2,747,650 |
3,117,823 |
— |
— |
|||
|
Raízen S.A. |
1,078 |
1,078 |
1,078 |
1,078 |
|||
|
Total non-current liabilities |
5,359,068 |
7,052,404 |
1,078 |
1,078 |
|||
|
Payables to related parties |
5,505,397 |
|
7,263,024 |
|
379,030 |
|
417,488 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Transactions with related parties:
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Operating income |
|||||||||||||||
|
Raízen S.A. |
— |
— |
— |
— |
218,966 |
10,493 |
352,035 |
265,889 |
|||||||
|
CLI Sul S.A. |
— |
— |
— |
— |
— |
3,303 |
— |
7,649 |
|||||||
|
Other |
— |
— |
— |
— |
(1,021) |
— |
2,642 |
196 |
|||||||
|
— |
— |
— |
— |
217,945 |
13,796 |
354,677 |
273,734 |
||||||||
|
Purchase of products / inputs / services |
|||||||||||||||
|
Raízen S.A. |
(528) |
(11) |
(558) |
(15) |
(642,638) |
(628,399) |
(1,150,265) |
(1,151,114) |
|||||||
|
Other |
— |
— |
— |
— |
(2,625) |
(2,276) |
(3,875) |
(2,169) |
|||||||
|
(528) |
(11) |
(558) |
(15) |
(645,263) |
(630,675) |
(1,154,140) |
(1,153,283) |
||||||||
|
Shared income (expenses) |
|||||||||||||||
|
Compass Gás e Energia S.A. |
13,643 |
1,775 |
22,668 |
10,469 |
— |
— |
— |
— |
|||||||
|
Edge Comercialização S.A. |
(61) |
— |
9,277 |
— |
— |
— |
— |
— |
|||||||
|
Cosan Lubrificantes e Especialidades S.A. |
2,334 |
1,365 |
5,426 |
2,962 |
— |
— |
— |
— |
|||||||
|
Raízen S.A. |
(960) |
(861) |
(479) |
(1,726) |
(26,050) |
(40,330) |
(50,152) |
(60,494) |
|||||||
|
Rumo S.A. |
16,967 |
1,140 |
33,899 |
2,625 |
— |
— |
— |
— |
|||||||
|
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
— |
— |
— |
— |
(34,587) |
— |
(59,711) |
— |
|||||||
|
Other |
1,301 |
68 |
2,083 |
52 |
44 |
68 |
46 |
52 |
|||||||
|
33,224 |
3,487 |
72,874 |
14,382 |
(60,593) |
(40,262) |
(109,817) |
(60,442) |
||||||||
|
Financial result |
|||||||||||||||
|
Cosan Luxembourg S.A. |
77,185 |
(447,518) |
241,001 |
(603,115) |
— |
— |
— |
— |
|||||||
|
Cosan Overseas Limited |
86,751 |
(340,601) |
255,741 |
(470,849) |
— |
— |
— |
— |
|||||||
|
Raízen S.A. |
— |
— |
(10,507) |
— |
— |
— |
(10,507) |
— |
|||||||
|
Moove Lubrificantes Limited |
1 |
— |
(4) |
— |
— |
— |
— |
— |
|||||||
|
Ligga S.A. |
5,240 |
— |
10,410 |
— |
5,240 |
— |
10,410 |
— |
|||||||
|
169,177 |
(788,119) |
496,641 |
(1,073,964) |
5,240 |
— |
(97) |
— |
||||||||
|
Total |
201,873 |
|
(784,643) |
|
568,957 |
|
(1,059,597) |
|
(482,671) |
|
(657,141) |
|
(909,377) |
|
(939,991) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Managers’ and directors’ compensation:
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Short-term benefits to employees and directors |
34,301 |
11,907 |
43,747 |
20,632 |
67,156 |
45,818 |
107,148 |
76,461 |
|||||||
|
Share-based compensation |
4,239 |
13,868 |
7,590 |
27,737 |
8,208 |
16,586 |
15,840 |
35,502 |
|||||||
|
Post-employment benefits |
53 |
158 |
107 |
287 |
671 |
648 |
1,273 |
1,186 |
|||||||
|
Employment termination benefits |
— |
— |
— |
1,645 |
— |
— |
— |
1,645 |
|||||||
|
Others long-term benefits |
— |
— |
— |
— |
486 |
910 |
971 |
1,800 |
|||||||
|
Total |
38,593 |
|
25,933 |
|
51,444 |
|
50,301 |
|
76,521 |
|
63,962 |
|
125,232 |
|
116,594 |
|
|
Parent Company |
Consolidated |
|||||
|
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
|||
|
Material and services suppliers |
1,366 |
2,744 |
3,093,256 |
4,205,516 |
|||
|
Natural gas / transport and logistics suppliers |
— |
156 |
985,822 |
982,333 |
|||
|
1,366 |
2,900 |
4,079,078 |
5,187,849 |
||||
|
Current |
1,366 |
2,900 |
4,059,315 |
5,168,593 |
|||
|
Non-current |
— |
— |
19,763 |
19,256 |
|||
|
Total |
1,366 |
|
2,900 |
|
4,079,078 |
|
5,187,849 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The carrying amounts of short-term financial assets and liabilities do not differ significantly from their fair value. The carrying amounts and fair value of consolidated assets and liabilities are as follows:
|
Carrying amount |
Assets and liabilities measured at fair value |
||||||||||||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||||||||||||
|
Note |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|||||||||||
|
Assets |
|||||||||||||||||
|
Investment funds |
5.1 |
1,308,890 |
2,122,442 |
— |
1,308,890 |
— |
— |
2,122,442 |
— |
||||||||
|
Marketable securities |
3,048,586 |
3,386,301 |
224,748 |
2,823,838 |
— |
— |
3,386,301 |
— |
|||||||||
|
Other financial assets |
4,563 |
4,495 |
4,563 |
— |
— |
4,495 |
— |
— |
|||||||||
|
Investment properties (i) |
16,732,690 |
16,818,919 |
— |
— |
16,732,690 |
— |
— |
16,818,919 |
|||||||||
|
Derivative financial instruments |
5.3 |
2,160,408 |
3,799,328 |
— |
2,160,408 |
— |
— |
3,799,328 |
— |
||||||||
|
Total |
23,255,137 |
26,131,485 |
229,311 |
6,293,136 |
16,732,690 |
4,495 |
9,308,071 |
16,818,919 |
|||||||||
|
Liabilities |
|||||||||||||||||
|
Loans, borrowings and debentures |
5.2 |
(60,400,263) |
(66,455,426) |
— |
(59,526,360) |
— |
— |
(28,294,034) |
— |
||||||||
|
Derivative financial instruments |
5.3 |
(2,646,683) |
(3,470,204) |
— |
(2,646,683) |
— |
— |
(3,470,204) |
— |
||||||||
|
Total |
|
|
(63,046,946) |
|
(69,925,630) |
|
— |
|
(62,173,043) |
|
— |
|
— |
|
(31,764,238) |
|
— |
| (i) | The fair value of investment properties was determined using the direct comparative method of market data applied to transactions involving similar properties (type, location, and quality of property) and, to a lesser extent, sales quotes for potential transactions involving comparable assets (level 3). The methodology used to determine fair value incorporates direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (crop type), and rainfall, among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas -"ABNT"). For the period ended June 30, 2025, there was no fair value adjustment. |
For debt having a market value quoted on the Luxembourg Stock Exchange (LuxSE), the fair value measurement is based on the quoted market price as follows:
|
Debt |
Company |
June 30, 2025 |
December 31, 2024 |
|||
|
Senior Notes due 2028 |
Rumo Luxembourg |
98.89% |
97.32% |
|||
|
Senior Notes due 2032 |
Rumo Luxembourg |
89.61% |
84.30% |
|||
|
Senior Notes due 2027 (i) |
|
Cosan Luxembourg S.A. |
|
— |
|
99.63% |
| (i) | The debt was settled on March 14, 2025, as per Note 2.1. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Market Risk
Foreign exchange risk
The Company had the following net exposure to exchange rate fluctuations on assets and liabilities denominated in US dollars, euros, and pounds sterling for companies with the Brazilian real as their functional currency.
|
June 30, 2025 |
December 31, 2024 |
||
|
Cash and cash equivalents |
988,052 |
1,861,070 |
|
|
Trade receivables |
17,293 |
35,807 |
|
|
Trade payables |
(737,425) |
(691,312) |
|
|
Loans, borrowings and debentures |
(15,235,539) |
(24,263,167) |
|
|
Leases |
(1,857,836) |
(2,121,304) |
|
|
Consideration payable |
(174,291) |
(246,256) |
|
|
Derivative financial instruments (notional) |
16,278,639 |
22,576,441 |
|
|
Foreign exchange exposure, net |
(721,107) |
|
(2,848,721) |
The probable scenario considers the estimated exchange rates at the maturity of the transactions, as presented below:
|
Scenarios |
||||||||||||
|
Instrument |
Risk factor |
Probable |
25% |
50% |
(25%) |
(50%) |
||||||
|
Cash and cash equivalents |
Low FX rate |
61,823 |
322,701 |
583,579 |
(199,055) |
(459,933) |
||||||
|
Trade payables |
High FX rate |
(3,502) |
(18,311) |
(33,120) |
11,307 |
26,116 |
||||||
|
Loans, borrowings and debentures |
High FX rate |
(957,305) |
(3,024,928) |
(7,073,139) |
(289,254) |
6,439,331 |
||||||
|
Lease liabilities |
High FX rate |
(116,738) |
(586,030) |
(1,079,674) |
303,852 |
846,198 |
||||||
|
Consideration payable |
High FX rate |
(11) |
(57) |
(104) |
(206) |
(159) |
||||||
|
Derivative financial instruments |
Low FX rate |
395,257 |
4,271,348 |
8,193,038 |
(3,556,105) |
(7,435,080) |
||||||
|
Impacts on profit or loss before tax |
(579,093) |
1,181,095 |
981,942 |
(3,863,069) |
(892,125) |
|||||||
|
Impacts on other comprehensive income |
|
|
|
(41,383) |
|
(216,372) |
|
(391,362) |
|
133,608 |
|
308,598 |
|
Exchange rate sensitivity analysis |
||||||||||||
|
June 30, 2025 |
Scenarios |
|||||||||||
|
Probable |
25% |
50% |
(25%) |
(50%) |
||||||||
|
U.S.$ |
5.4571 |
5.8000 |
7.2500 |
8.7000 |
4.3500 |
2.9000 |
||||||
|
Euro |
6.4230 |
6.7860 |
8.4825 |
10.1790 |
5.0895 |
3.3930 |
||||||
|
GBP |
|
7.4893 |
|
8.0040 |
|
10.0050 |
|
12.0060 |
|
6.0030 |
|
4.0020 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Interest rate risk
Below is a sensitivity analysis of interest on loans and financing and financial assets linked to the CDI rate with 25% and 50% pre-tax increases and decreases:
|
Scenarios |
||||||||||
|
Interest rate exposure |
Probable |
25% |
50% |
(25%) |
(50%) |
|||||
|
Cash and cash equivalents |
1,804,948 |
2,256,197 |
2,708,652 |
1,353,722 |
902,474 |
|||||
|
Marketable securities |
391,326 |
489,177 |
587,259 |
293,514 |
195,663 |
|||||
|
Restricted cash |
31,740 |
39,676 |
47,633 |
23,806 |
15,870 |
|||||
|
Lease and concession in installments |
(146,346) |
(182,982) |
(219,619) |
(109,809) |
(73,173) |
|||||
|
Leases liabilities |
(443,412) |
(447,946) |
(452,447) |
(438,911) |
(434,358) |
|||||
|
Derivative financial instruments |
(2,973,248) |
(3,898,420) |
(4,247,821) |
(2,059,701) |
(1,046,263) |
|||||
|
Loans, borrowings and debentures |
(4,181,127) |
(5,008,886) |
(5,756,448) |
(3,153,825) |
(2,170,376) |
|||||
|
Other financial liabilities |
(109,960) |
(137,450) |
(165,015) |
(82,470) |
(54,980) |
|||||
|
Impacts on profit or loss before taxes |
|
(5,626,079) |
|
(6,890,634) |
|
(7,497,806) |
|
(4,173,674) |
|
(2,665,143) |
Part of the amount shown under derivatives financial instruments corresponds to the Total Return Swap (TRS):
|
Scenarios |
||||||||||
|
Interest rate exposure |
Probable |
25% |
50% |
(25%) |
(50%) |
|||||
|
Derivative financial instruments |
|
(40,056) |
|
(50,084) |
|
(60,112) |
|
(30,056) |
|
(20,028) |
The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil ("BACEN"), as follows:
|
Scenarios |
||||||||||
|
Probable |
25% |
50% |
(25%) |
(50%) |
||||||
|
SELIC |
14.58% |
18.23% |
21.88% |
10.94% |
7.29% |
|||||
|
CDI |
14.48% |
18.10% |
21.73% |
10.86% |
7.24% |
|||||
|
TJLP462 (TJLP + 1% p.a.) |
9.50% |
11.63% |
13.75% |
7.38% |
5.25% |
|||||
|
TJLP |
8.50% |
10.63% |
12.75% |
6.38% |
4.25% |
|||||
|
IPCA |
4.81% |
6.01% |
7.21% |
3.61% |
2.40% |
|||||
|
IGPM |
5.63% |
7.03% |
8.44% |
4.22% |
2.81% |
|||||
|
Fed Funds |
6.36% |
7.95% |
9.54% |
4.77% |
3.18% |
|||||
|
SOFR |
|
4.00% |
|
5.00% |
|
6.00% |
|
3.00% |
|
2.00% |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Price risk
• Natural Gas
|
|
Scenarios | |||||||||
|
Instrument |
Risk factor |
25% |
50% |
(25%) |
(50%) |
|||||
|
Brent Derivatives – options |
|
Price variation U.S.$/bbl |
|
26,843 |
|
53,686 |
|
(26,843) |
|
(53,686) |
• Options
|
Scenarios |
||||||||||||
|
Instrument |
Interest |
Probable |
25% |
50% |
(25%) |
(50%) |
||||||
|
VALE3 (Call spread) |
|
1.34% |
|
18,060 |
|
107,002 |
|
217,582 |
|
(5,030) |
|
(17,308) |
Call Option (“Call”)
The Company has a call option that gives it the right to repurchase all preferred shares of Cosan Nove and Cosan Dez, which may be exercised as of the third year after the execution of the respective agreements in December 2022.
On June 30, 2025, the Company measured the fair value of the call option and concluded that is out of price.
Contingent put option
In the shareholders' agreements entered into between the Company and the banks Itaú and Bradesco regarding the issuance of preferred shares, it was defined that both financial institutions have a contingent put option only when the specific adverse material effects provided for in the contract occur, which are under the Company's control and, therefore, do not constitute a financial obligation.
The prices for the exercise of the options are calculated based on the initial amounts adjusted by a weighted average rate of CDI + 0.60% minus the dividends received by non-controlling shareholders in this period, which, on June 30, 2025, is represented by the amounts of R$2,315,367 and R$3,894,355, respectively.
• Total Return Swap (TRS)
The Company is exposed to risks linked to the price of Cosan's shares (ticker CSAN3). To mitigate such exposures, total return swap derivatives were contracted for 106,695,312 shares, in which the Company receives the share price variation and the proceeds on the asset side and pays CDI + 0.97% per year on the liability side.
The sensitivity analysis considers the closing price of the shares, as shown below:
|
Scenarios |
||||||||||
|
Instrument |
Probable |
25% |
50% |
(25%) |
(50%) |
|||||
|
Net exposure option |
(274,735) |
182,982 |
365,965 |
(182,982) |
(365,965) |
|||||
|
Value of the share (CSAN3) |
|
6.86 |
|
8.58 |
|
10.29 |
|
5.15 |
|
3.43 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Credit risk
The Company's regular operations expose it to the risk of default when customers, suppliers, and counterparties are unable to fulfill their financial commitments or other obligations. The credit risk exposure was as follows:
|
June 30, 2025 |
December 31, 2024 |
||
|
Cash and cash equivalents |
13,527,889 |
16,903,542 |
|
|
Trade receivables |
4,118,390 |
3,995,734 |
|
|
Marketable securities |
2,823,837 |
3,386,301 |
|
|
Restricted cash |
220,693 |
174,303 |
|
|
Derivative financial instruments |
2,160,408 |
3,799,328 |
|
|
Receivables from related parties |
210,380 |
399,889 |
|
|
Receivable dividends and interest on equity |
32,669 |
153,548 |
|
|
Other financial assets |
4,563 |
4,495 |
|
|
Total |
23,098,829 |
|
28,817,140 |
The Company is exposed to risks related to its cash management activities and temporary investment.
The credit risk of cash and cash equivalents, marketable securities, restricted cash and derivative financial instruments is determined by rating agencies widely accepted by the market, as presented below:
|
June 30, 2025 |
December 31, 2024 |
||
|
AAA |
17,663,733 |
22,706,407 |
|
|
AA |
967,927 |
803,935 |
|
|
A |
— |
571,942 |
|
|
Not rated |
101,167 |
181,190 |
|
|
Total |
18,732,827 |
|
24,263,474 |
c) Liquidity risk
The Company's financial liabilities (based on contracted undiscounted cash flows) are categorized by maturity dates as follows:
|
June 30, 2025 |
December 31, 2024 |
||||||||||
|
Up to 1 year |
From 1 to 2 years |
From 3 to 5 years |
Over 5 years |
Total |
Total |
||||||
| Loans, borrowings and debentures | (7,192,922) |
(7,923,326) |
(38,970,940) |
(40,694,061) |
(94,781,249) |
(64,570,345) |
|||||
|
Trade payables |
(4,059,315) |
(19,763) |
— |
— |
(4,079,078) |
(10,670,813) |
|||||
|
Other financial liabilities |
(695,027) |
(158,475) |
— |
— |
(853,502) |
(770,103) |
|||||
|
Installment of tax debts |
(11,917) |
(7,211) |
(6,693) |
(221,770) |
(247,591) |
(454,885) |
|||||
|
Leases |
(911,271) |
(845,208) |
(890,764) |
(19,997,826) |
(22,645,069) |
(20,948,336) |
|||||
| Lease and concession in installments |
(285,713) |
(564,004) |
(190,066) |
(1,329,783) |
(1,281,108) |
||||||
|
Related party payables |
(377,952) |
(1,078) |
— |
— |
(379,030) |
(416,410) |
|||||
|
Dividends payable |
(135,875) |
— |
— |
— |
(135,875) |
(96,722) |
|||||
|
Consideration payable |
(9,550) |
(9,550) |
(20,191) |
(109,966) |
(149,257) |
(185,622) |
|||||
|
Derivative financial instruments |
(2,967,990) |
(1,195,283) |
(44,085) |
10,804,069 |
6,596,711 |
6,528,439 |
|||||
|
Sectorial financial liabilities (i) |
(78,067) |
— |
— |
— |
(78,067) |
(64,718) |
|||||
|
|
(16,729,886) |
|
(10,445,607) |
|
(40,496,677) |
|
(50,409,620) |
|
(118,081,790) |
|
(92,930,623) |
| (i) | The Company has long-term sector liabilities recorded in the indirect subsidiary Comgás, which are not presented in the schedule due to uncertainties related to the disbursement period. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
|
June 30, 2025 |
|
December 31, 2024 |
|
Directly owned subsidiaries excluding treasury shares |
|
|
|
|
Cosan Corporate |
|
|
|
|
Cosan Corretora de Seguros Ltda |
100.00% |
|
100.00% |
|
Cosan Nove Participações S.A. |
87.27% |
|
73.09% |
|
Cosan Luxembourg S.A. (i) |
100.00% |
|
100.00% |
|
Cosan Overseas Limited |
100.00% |
|
100.00% |
|
Pasadena Empreendimentos e Participações S.A. |
100.00% |
|
100.00% |
|
Cosan Limited Partners Brasil Consultoria Ltda. |
98.13% |
|
98.13% |
|
Barrapar Participaçoes Ltda. |
100.00% |
|
100.00% |
|
Aldwych Temple |
100.00% |
|
100.00% |
|
Cosan Global Limited |
100.00% |
|
100.00% |
|
Cosan Dez Participações S.A. |
76.80% |
|
76.80% |
|
Radar |
|
|
|
|
Radar Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Radar II Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Nova Agrícola Ponte Alta S.A. |
50.00% |
|
50.00% |
|
Nova Amaralina S.A Propriedades Agrícolas |
50.00% |
|
50.00% |
|
Nova Santa Bárbara Agrícola S.A. |
50.00% |
|
50.00% |
|
Terras da Ponta Alta S.A. |
50.00% |
|
50.00% |
|
Castanheira Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Manacá Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Paineira Propriedades Agrícolas S.A. |
50.00% |
|
50.00% |
|
Tellus Brasil Participações S.A. |
20.00% |
|
20.00% |
|
Janus Brasil Participações S.A. |
20.00% |
|
20.00% |
|
Duguetiapar Empreendimentos e Participações S.A. |
20.00% |
|
20.00% |
|
Gamiovapar Empreendimentos e Participações S.A. |
20.00% |
|
20.00% |
|
Moove |
|
|
|
|
Moove Lubricants Holdings |
70.00% |
|
70.00% |
|
Rumo |
|
|
|
|
Rumo S.A. |
30.39% |
|
30.40% |
Note: Considers direct and indirect participation in subsidiaries excluding treasury shares.
| (i) | On June 30, 2025, the subsidiary Cosan Luxembourg S.A. had an uncovered liability in the amount of R$349,399, as shown below. However, no other events or conditions have been identified that, individually or collectively, may raise significant doubts about its ability to continue as a going concern. The subsidiaries rely on the financial support of the Company. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following are the investments in subsidiaries as of June 30, 2025, considered relevant to the Company:
a) Parent company
|
Shares issued by the subsidiary |
Shares held by Cosan |
Cosan ownership interest |
Economic benefit (%) |
||||
|
Cosan Corporate |
|||||||
|
Cosan Corretora de Seguros Ltda |
5,000 |
4,999 |
100.00% |
100.00% |
|||
|
Cosan Nove Participações S.A. |
7,663,761,736 |
6,688,357,663 |
87.27% |
66.16% |
|||
|
Cosan Luxembourg S.A. |
500,010 |
500,010 |
100.00% |
100.00% |
|||
|
Cosan Overseas Limited |
4,850,000 |
4,850,000 |
100.00% |
100.00% |
|||
|
Pasadena Empreendimentos e Participações S.A. |
41,481,296 |
41,481,046 |
100.00% |
100.00% |
|||
|
Cosan Limited Partners Brasil Consultoria Ltda |
160,000 |
157,000 |
98.13% |
98.13% |
|||
|
Cosan Global Limited |
1,300 |
1,300 |
100.00% |
100.00% |
|||
|
Cosan Dez Participações S.A. |
3,473,458,688 |
2,667,494,859 |
76.80% |
72.00% |
|||
|
Radar |
|
||||||
|
Radar Propriedades Agrícolas S.A. |
737,500 |
305,694 |
41.45% |
41.45% |
|||
|
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
40,720,111 |
50.00% |
50.00% |
|||
|
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
66,607,405 |
41.45% |
41.45% |
|||
|
Nova Amaralina S.A Propriedades Agrícolas |
30,603,159 |
12,685,010 |
41.45% |
41.45% |
|||
|
Nova Santa Bárbara Agrícola S.A. |
32,336,994 |
13,403,684 |
41.45% |
41.45% |
|||
|
Terras da Ponte Alta S.A. |
16,066,329 |
6,659,494 |
41.45% |
41.45% |
|||
|
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
34,756,214 |
41.45% |
41.45% |
|||
|
Manacá Propriedades Agrícolas S.A. |
126,200,853 |
52,310,254 |
41.45% |
41.45% |
|||
|
Paineira Propriedade Agrícolas S.A. |
132,667,061 |
54,990,497 |
41.45% |
41.45% |
|||
|
Tellus Brasil Participações S.A. |
106,907,867 |
64,243,260 |
60.09% |
19.57% |
|||
|
Janus Brasil Participações S.A. |
286,370,051 |
173,464,883 |
60.57% |
19.57% |
|||
|
Duguetiapar Empreendimentos e Participações S.A. |
3,573,842 |
2,163,979 |
60.55% |
19.57% |
|||
|
Gamiovapar Empreendimentos e Participações S.A. |
12,132,621 |
7,346,670 |
60.55% |
19.57% |
|||
|
Moove |
|||||||
|
Moove Lubricants Holdings |
34,963,764 |
24,474,635 |
70.00% |
70.00% |
|||
|
Rumo |
|||||||
|
Rumo S.A. |
1,854,868,949 |
|
562,529,490 |
|
30.39% |
|
30.39% |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Balance as at January 1, 2025 |
Profit attributable to non-controlling interests |
Capital increase |
Change of equity interest in subsidiary |
Other comprehensive income |
Dividends |
Purchase of a shareholding |
Incorporation of subsidiary |
Others |
Balance as at June 30, 2025 |
Dividend receivable (i) |
|||||||||||
|
Cosan Corporate |
|||||||||||||||||||||
|
Cosan Corretora de Seguros Ltda. |
3,333 |
1,474 |
— |
— |
— |
— |
— |
— |
— |
4,807 |
— |
||||||||||
|
Cosan Nove Participações S.A. |
7,153,309 |
(1,152,631) |
331,000 |
(975,073) |
258,134 |
— |
2,169,000 |
— |
(77,981) |
7,705,758 |
— |
||||||||||
|
Cosan Dez Participações S.A. |
3,366,248 |
408,568 |
— |
(34) |
66,338 |
— |
— |
— |
— |
3,841,120 |
11,717 |
||||||||||
|
Pasadena Empreendimentos e Participações S.A. |
(251) |
(13) |
— |
— |
— |
— |
— |
— |
264 |
— |
— |
||||||||||
|
Cosan Oito S.A. |
9,601,259 |
— |
— |
— |
18,322 |
— |
— |
(9,619,581) |
— |
— |
— |
||||||||||
|
Cosan Global |
129,764 |
(18,708) |
2,892 |
— |
— |
— |
— |
— |
148 |
114,096 |
— |
||||||||||
|
Outros |
31,631 |
(1,503) |
— |
— |
(1,989) |
— |
— |
— |
— |
28,139 |
— |
||||||||||
|
Radar |
|||||||||||||||||||||
|
Radar II Propriedades Agrícolas S.A. |
1,241,246 |
14,284 |
— |
— |
— |
(22,116) |
— |
— |
— |
1,233,414 |
— |
||||||||||
|
Radar Propriedades Agrícolas S.A. |
266,250 |
1,096 |
— |
— |
— |
(19,357) |
— |
— |
— |
247,989 |
— |
||||||||||
|
Nova Agrícola Ponte Alta S.A. |
455,407 |
5,261 |
— |
— |
— |
(5,181) |
— |
— |
— |
455,487 |
— |
||||||||||
|
Nova Santa Bárbara Agrícola S.A. |
35,942 |
584 |
— |
— |
— |
(15,659) |
— |
— |
— |
20,867 |
— |
||||||||||
|
Nova Amaralina S.A. Propriedades Agrícolas |
229,289 |
2,739 |
— |
— |
— |
(6,208) |
— |
— |
— |
225,820 |
133 |
||||||||||
|
Terras da Ponte Alta S.A. |
98,121 |
1,585 |
— |
— |
— |
(3,715) |
— |
— |
— |
95,991 |
— |
||||||||||
|
Paineira Propriedades Agrícolas S.A. |
231,839 |
3,891 |
— |
— |
— |
(4,145) |
— |
— |
— |
231,585 |
— |
||||||||||
|
Manacá Propriedades Agrícolas S.A. |
226,538 |
3,442 |
— |
— |
— |
(3,731) |
— |
— |
— |
226,249 |
— |
||||||||||
|
Castanheira Propriedades Agrícolas S.A. |
325,220 |
2,169 |
— |
— |
— |
(7,047) |
— |
— |
— |
320,342 |
— |
||||||||||
|
Tellus Brasil Participações S.A. |
767,096 |
11,374 |
— |
— |
— |
(13,059) |
— |
— |
— |
765,411 |
— |
||||||||||
|
Janus Brasil Participações S.A. |
1,198,363 |
21,417 |
— |
— |
— |
(32,880) |
— |
— |
— |
1,186,900 |
— |
||||||||||
|
Duguetiapar Empreendimentos e Participações S.A. |
735 |
24 |
— |
— |
— |
— |
— |
— |
— |
759 |
— |
||||||||||
|
Gamiovapar Empreendimentos e Participações S.A. |
143,697 |
1,469 |
— |
— |
— |
(1,957) |
— |
— |
— |
143,209 |
— |
||||||||||
|
Moove |
|||||||||||||||||||||
|
Moove Lubricants Holdings |
1,325,556 |
262,343 |
— |
— |
(28,191) |
— |
— |
— |
— |
1,559,708 |
— |
||||||||||
|
Outros |
460 |
(4) |
— |
— |
(63) |
— |
— |
— |
— |
393 |
— |
||||||||||
|
Rumo |
|||||||||||||||||||||
|
Rumo S.A. |
4,477,644 |
69,587 |
— |
(456) |
(21,857) |
(455,893) |
— |
— |
5,049 |
4,074,074 |
— |
||||||||||
|
Total investment in subsidiaries |
31,308,696 |
(361,552) |
333,892 |
(975,563) |
290,694 |
(590,948) |
2,169,000 |
(9,619,581) |
(72,520) |
22,482,118 |
11,850 |
||||||||||
|
Cosan Corporate |
|||||||||||||||||||||
|
Pasadena Empreendimentos e Participações S.A. |
— |
— |
— |
— |
— |
— |
— |
— |
(264) |
(264) |
— |
||||||||||
|
Cosan Luxembourg S.A. |
(263,722) |
(85,677) |
— |
— |
— |
— |
— |
— |
— |
(349,399) |
— |
||||||||||
|
Total provision for uncovered liability of subsidiary |
(263,722) |
(85,677) |
— |
— |
— |
— |
— |
— |
(264) |
(349,663) |
— |
||||||||||
|
Total |
31,044,974 |
|
(447,229) |
|
333,892 |
|
(975,563) |
|
290,694 |
|
(590,948) |
|
2,169,000 |
|
(9,619,581) |
|
(72,784) |
|
22,132,455 |
|
11,850 |
| (i) |
Dividends receivable by Cosan SA from its subsidiaries. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Consolidated
|
Number of shares of the investee |
Investor's shares |
Equity stake |
|||
|
Rumo |
|||||
|
Rhall Terminais Ltda |
28,580 |
8,574 |
30.00% |
||
|
Termag - Terminal Marítimo de Guarujá S.A. |
500,000 |
100,000 |
20.00% |
||
|
TGG - Terminal de Granéis do Guarujá S.A. |
500,000 |
50,000 |
10.00% |
||
|
CLI Sul S.A. |
543,750,625 |
108,750,125 |
20.00% |
||
|
Terminal Multimodal de Grãos e Fertilizantes S.A. |
60,005,000 |
30,002,500 |
50.00% |
||
|
Compass |
|||||
|
CEG Rio S.A. |
1,995,022,625 |
746,251,086 |
37.41% |
||
|
Companhia de Gás de Mato Grosso do Sul - Msgás |
61,610,000 |
30,188,900 |
49.00% |
||
|
Companhia de Gás de Santa Catarina - Scgás |
10,749,497 |
|
4,407,293 |
|
41.00% |
The relevant movements that impacted the consolidated balances of the condensed interim individual and consolidated financial statements are detailed in Explanatory Note 2.1.
|
Shares issued by the subsidiary |
Shares held by non-controlling shareholders |
Non-controlling interest |
|||
|
Radar |
|||||
|
Tellus Brasil Participações S.A. |
106,907,867 |
85,526,294 |
80.00% |
||
|
Janus Brasil Participações S.A. |
286,370,051 |
229,096,041 |
80.00% |
||
|
Duguetiapar Empreendimentos e Participações S.A. |
3,573,842 |
2,859,074 |
80.00% |
||
|
Gamiovapar Empreendimentos e Participações S.A. |
12,123,621 |
9,706,097 |
80.00% |
||
|
Radar Propriedades Agrícolas S.A. |
737,500 |
368,750 |
50.00% |
||
|
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
80,346,689 |
50.00% |
||
|
Terras da Ponte Alta S.A. |
16,066,329 |
8,033,165 |
50.00% |
||
|
Nova Santa Bárbara Agrícola S.A. |
32,336,994 |
16,168,497 |
50.00% |
||
|
Nova Amaralina S.A. |
30,603,159 |
15,301,580 |
50.00% |
||
|
Paineira Propriedades Agrícolas S.A. |
132,667,061 |
66,333,531 |
50.00% |
||
|
Manacá Propriedades Agrícolas S.A. |
126,200,853 |
63,100,427 |
50.00% |
||
|
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
41,925,469 |
50.00% |
||
|
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
40,720,111 |
50.00% |
||
|
Rumo |
|||||
|
Rumo S.A. |
1,854,868,949 |
1,287,383,261 |
69.61% |
||
|
Moove |
|||||
|
Moove Lubricants Holdings |
34,963,764 |
10,489,129 |
30.00% |
||
|
Corporativo |
|||||
|
Cosan Nove Participações S.A. |
7,663,761,736 |
975,404,073 |
12.73% |
||
|
Cosan Limited Partners Brasil Consultoria Ltda. |
160,000 |
3,000 |
1.88% |
||
|
Cosan Dez Participações S.A. |
3,473,458,688 |
|
805,963,829 |
|
23.20% |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The following table summarizes information relating to each of the Company's subsidiaries that has material non-controlling interests, prior to any intra-group elimination.
|
Balance as |
Profit attributable to non-controlling interests |
Capital increase |
Other comprehensive income |
Dividends |
Change of equity interest in subsidiary |
Other |
Balance as |
||||||||
|
Compass |
|||||||||||||||
|
Companhia de Gás de São Paulo - COMGÁS |
26,637 |
5,464 |
— |
— |
(812) |
— |
— |
31,289 |
|||||||
|
Commit Gás S.A. |
1,357,447 |
61,412 |
— |
— |
(68,910) |
— |
— |
1,349,949 |
|||||||
|
Companhia Paranaense de Gás - COMPAGAS |
460,508 |
(984) |
— |
— |
(13,453) |
— |
— |
446,071 |
|||||||
|
Biometano Verde Paulínia S.A. |
238,239 |
(752) |
— |
— |
— |
— |
— |
237,487 |
|||||||
|
Compass Gás e Energia |
557,943 |
84,947 |
— |
11,779 |
(6) |
— |
— |
654,663 |
|||||||
|
Rumo |
|||||||||||||||
|
Rumo S.A. |
10,457,452 |
166,495 |
— |
(50,160) |
(1,049,156) |
198 |
11,956 |
9,536,785 |
|||||||
|
Moove |
|||||||||||||||
|
Moove Lubricants Holdings |
566,991 |
112,433 |
— |
(12,139) |
— |
— |
— |
667,285 |
|||||||
|
Corporativo |
|||||||||||||||
|
Cosan Limited Partners Brasil |
5 |
(9) |
— |
— |
— |
— |
— |
(4) |
|||||||
|
Cosan Nove Participações S.A. |
2,164,445 |
(589,558) |
89,084 |
53,573 |
(331,000) |
(1,193,928) |
3,132 |
195,748 |
|||||||
|
Cosan Dez Participações S.A. |
980,133 |
216,512 |
— |
20,044 |
— |
(11) |
— |
1,216,678 |
|||||||
|
Radar |
|||||||||||||||
|
Janus Brasil Participações S.A. |
5,051,050 |
87,119 |
— |
— |
(133,668) |
— |
— |
5,004,501 |
|||||||
|
Tellus Brasil Participações S.A. |
3,124,858 |
46,239 |
— |
— |
(53,089) |
— |
— |
3,118,008 |
|||||||
|
Gamiovapar Empreendimentos e Participações S.A. |
591,606 |
646 |
— |
— |
(7,956) |
— |
— |
584,296 |
|||||||
|
Duguetiapar Empreendimentos e Participações S.A. |
(2,338) |
5,424 |
— |
— |
— |
— |
— |
3,086 |
|||||||
|
Radar II Propriedades Agrícolas S.A. |
1,176,870 |
14,284 |
— |
— |
(22,116) |
— |
— |
1,169,038 |
|||||||
|
Radar Propriedades Agrícolas S.A. |
255,348 |
1,096 |
— |
— |
(19,357) |
— |
— |
237,087 |
|||||||
|
Nova Agrícola Ponte Alta S.A. |
430,599 |
5,261 |
— |
— |
(5,181) |
— |
— |
430,679 |
|||||||
|
Nova Amaralina S.A. Propriedades Agrícolas |
38,998 |
2,739 |
— |
— |
(6,208) |
— |
— |
35,529 |
|||||||
|
Nova Santa Bárbara Agrícola S.A. |
205,827 |
584 |
— |
— |
(15,659) |
— |
— |
190,752 |
|||||||
|
Terras da Ponte Alta S.A. |
90,250 |
1,585 |
— |
— |
(3,715) |
— |
— |
88,120 |
|||||||
|
Paineira Propriedades Agrícolas S.A. |
220,407 |
3,891 |
— |
— |
(4,145) |
— |
— |
220,153 |
|||||||
|
Manacá Propriedades Agrícolas S.A. |
216,478 |
3,442 |
— |
— |
(3,731) |
— |
— |
216,189 |
|||||||
|
Castanheira Propriedades Agrícolas S.A. |
284,845 |
2,169 |
— |
— |
(7,047) |
— |
— |
279,967 |
|||||||
|
Total |
28,494,598 |
|
230,439 |
|
89,084 |
|
23,097 |
|
(1,745,209) |
|
(1,193,741) |
|
15,088 |
|
25,913,356 |
| 51 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
DIPI Holding Ltda.
On January 2, 2025, the subsidiary Cosan Lubrificantes e Especialidades S.A. (“CLE”) acquired 100% of the shares of DIPI Holding Ltda. and its subsidiary (“PAX Group”) for the amount of R$329,006. Of this amount, R$232,886 was paid on the transaction date, and the remaining R$96,120 is to be settled in two installments on the first and second anniversaries of the acquisition date. The net cash effect on the consolidated financials from the acquisition was R$213,086, considering the cash acquired from the PAX Group at the acquisition date and amounts owed by former shareholders to the PAX Group.
The first deferred installment is fixed. The second installment is an earn-out and is subject to adjustments based on the change in consolidated EBITDA between the closing date and the respective measurement periods. If the consolidated EBITDA is lower than the base EBITDA adjusted for inflation (based on Brazil’s IPCA index) during the period, the sellers will receive a proportionally reduced amount. Additionally, the second deferred installment may be increased cumulatively under the following conditions: (i) the first deferred installment is subject to a negative adjustment; (ii) the adjustment to the second installment is positive; and (iii) the EBITDA for the first period is equal to or exceeds 70% of the base EBITDA, adjusted for IPCA inflation between the closing and measurement dates, up to a maximum total deferred payment of R$100,000.
The acquisition was accounted for using the acquisition method, as provided for in IFRS 3 and CPC 15. The significant accounting policies applied include recognizing and measuring the identifiable assets acquired and liabilities assumed at their fair value on the acquisition date.
The PAX Group, based in Brazil, specializes in the production and sale of greases and lubricating oils, as well as the manufacture of plastic packaging for the lubricants market. The aim of the acquisition was:
| • | To increase synergies in relation to supply chain planning, |
| • | Expand the product portfolio by increasing the mix, |
| • | Gain access to the restricted packaging market and |
| • | Incorporate knowledge of grease technologies and applications. |
As of the acquisition date, the gain on the identifiable assets acquired totaled R$112,966, which was preliminarily allocated as follows:
| • | Customer portfolio: R$63,655. The fair value was determined using the Multi-Period Excess Earnings Method (MPEEM), which considered a five-year sales history and the customer churn rate to estimate the retention rate. Based on these assumptions, discounted cash flows were calculated to determine the fair value adjustment. |
| • | Trade markets and patents: R$13,254. The fair value was determined using the Relief from Royalty Method (RRM), which relied on royalty rates practiced by comparable companies in the market (1.5%) to estimate the avoided royalty payments resulting from the acquired trademark, discounted to present value. |
| • | Inventories: R$2,794. The fair value was determined based on the market approach. |
| • | Property, plant and equipment: R$33,263. The fair value was assessed based on replacement cost. |
On the acquisition date, preliminary goodwill of R$236,470 was recognized, representing the expected future economic benefits of the synergies arising from the acquisition. The balance of goodwill on June 30, 2025 is R$236,470, and there have been no significant changes since the acquisition date.
The consolidated income statement includes, since the acquisition date, revenues and net income in the amounts of R$206,535 and R$25,521, respectively, generated by the PAX Group.
Both the fair value and the gross contractual value of the receivables acquired total R$18,455. There are no expected losses due to non-realization of these receivables.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The table below summarizes the values of the assets acquired and liabilities assumed on the acquisition date:
|
Transferred consideration |
||
|
Cash transfer - on the closing date |
232,886 |
|
|
Remaining installments |
96,120 |
|
|
Transferred consideration |
329,006 |
|
|
Identifiable assets acquired and liabilities assumed |
||
|
Cash and cash equivalents |
2,503 |
|
|
Trade receivables |
18,455 |
|
|
Inventories |
36,576 |
|
|
Income tax receivable |
9,966 |
|
|
Judicial deposits |
79 |
|
|
Other assets |
36,570 |
|
|
Property, plant and equipment |
70,491 |
|
|
Intangible assets and goodwill |
313,378 |
|
|
Loans, borrowings and debentures |
(77,002) |
|
|
Trade payables |
(6,810) |
|
|
Employee benefits payables |
(12,338) |
|
|
Other current liabilities |
(24,453) |
|
|
Deferred tax liabilities |
(38,409) |
|
|
Net assets acquired |
329,006 |
|
|
Cash received |
(2,503) |
|
|
Consideration transferred, net of cash |
|
326,503 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The movements in the Parent Company investments in its jointly controlled companies were as follows:
|
Raízen S.A. |
Radar Gestão de Invest. S.A |
Total |
|||
|
Shares issued by the joint venture |
10,352,509,484 |
24,800,000 |
|||
|
Shares held by Cosan |
517,625,474 |
12,400,000 |
|||
|
Cosan ownership interest |
5.01% |
50.00% |
|||
|
Balance as at January 1, 2025 |
1,184,466 |
8,606 |
1,193,072 |
||
|
Interest in earnings of joint ventures |
(223,254) |
2,181 |
(221,073) |
||
|
Other comprehensive (losses) income |
41,744 |
— |
41,744 |
||
|
Balance as at June 30, 2025 |
1,002,956 |
|
10,787 |
|
1,013,743 |
The movements in the investment in subsidiaries together in the consolidated were as follows:
|
Raízen S.A. (i) |
Terminal Alvorada S.A. |
Radar Gestão de Invest. S.A |
Total |
||||
|
Shares issued by the joint venture |
10,352,509,484 |
134,936,162 |
24,800,000 |
||||
|
Shares held by Cosan |
4,557,597,117 |
67,468,081 |
12,400,000 |
||||
|
Cosan ownership interest |
5.01% |
50.00% |
50.00% |
||||
|
Percentage of indirect interest(Cosan Nove) |
25.86% |
— |
— |
||||
|
Total |
30.87% |
50.00% |
50.00% |
||||
|
Balance as at January 1, 2025 |
10,495,317 |
41,121 |
8,606 |
10,545,044 |
|||
|
Interest in earnings of joint ventures |
(1,965,711) |
(3,965) |
2,181 |
(1,967,495) |
|||
|
Other comprehensive (losses) income |
367,541 |
— |
— |
367,541 |
|||
|
Dividends |
— |
15,000 |
— |
15,000 |
|||
|
Balance as at June 30, 2025 |
8,897,147 |
|
52,156 |
|
10,787 |
|
8,960,090 |
Raízen S.A.
| (i) | The Company's total interest in Raízen S.A. is comprised of a 5.01% direct interest and a 39.09% indirect interest through Cosan Nove. The disclosed percentage of 25.86% refers to the economic benefit, calculated based on the result of Cosan S.A.'s interest in its subsidiary Cosan Nove (66.16%), multiplied by the indirect interest of 39.09%. In the Company's consolidated financial statements, direct and indirect interests are added together, and the impact related to the interest of non-controlling shareholders in Cosan Nove is presented in the income attributable to non-controlling shareholders line. |
| The joint venture’s statement of financial position and statement of profit or loss are disclosed in the explanatory note 4 - Information by segment. | |
| As of June 30, 2025, the Company was in compliance with the covenants of the agreement governing the joint venture. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Consolidated |
Parent Company |
||||||||||||||
|
Land, buildings and improvements |
Machines, equipment and installations |
Wagons and locomotives |
Permanent railways |
Construction in progress |
Other assets |
Total |
Total |
||||||||
|
Cost |
|||||||||||||||
| Balance as at January 1, 2025 |
2,568,098 |
3,946,765 |
9,176,942 |
13,814,183 |
7,080,796 |
812,698 |
37,399,482 |
90,929 |
|||||||
|
Additions |
9,177 |
513 |
1,366 |
— |
2,915,016 |
706 |
2,926,778 |
6,112 |
|||||||
|
Write-offs |
(23,649) |
(147,470) |
(89,806) |
(5,725) |
(77,409) |
(14,551) |
(358,610) |
— |
|||||||
|
Transfers |
3,274 |
106,609 |
1,467,635 |
1,079,447 |
(2,230,637) |
30,288 |
456,616 |
(753) |
|||||||
|
Exchange differences |
(23,610) |
(45,290) |
— |
— |
(6,168) |
(31,727) |
(106,795) |
— |
|||||||
|
Business combination |
47,689 |
26,364 |
— |
— |
— |
(3,562) |
70,491 |
— |
|||||||
| Balance as at June 30, 2025 |
2,580,979 |
3,887,491 |
10,556,137 |
14,887,905 |
7,681,598 |
793,852 |
40,387,962 |
96,288 |
|||||||
|
Depreciation |
|||||||||||||||
| Balance as at January 1, 2025 |
(690,143) |
(1,318,421) |
(4,951,433) |
(6,711,147) |
(414,892) |
(294,430) |
(14,380,466) |
(51,891) |
|||||||
|
Additions |
(33,354) |
(148,156) |
(319,293) |
(433,178) |
— |
(27,175) |
(961,156) |
(5,355) |
|||||||
|
Write-offs |
14,073 |
123,429 |
82,477 |
— |
— |
12,460 |
232,439 |
— |
|||||||
|
Transfers |
53 |
5,095 |
(372,509) |
55,882 |
— |
465 |
(311,014) |
— |
|||||||
|
Exchange differences |
5,499 |
17,309 |
— |
— |
— |
16,281 |
39,089 |
— |
|||||||
|
Impairment |
— |
— |
(258,466) |
(380,465) |
— |
— |
(638,931) |
— |
|||||||
| Balance as at June 30, 2025 |
(703,872) |
(1,320,744) |
(5,819,224) |
(7,468,908) |
(414,892) |
(292,399) |
(16,020,039) |
(57,246) |
|||||||
| Balance as at December 31, 2024 |
1,877,955 |
2,628,344 |
4,225,509 |
7,103,036 |
6,665,904 |
518,268 |
23,019,016 |
39,038 |
|||||||
| Balance as at June 30, 2025 |
1,877,107 |
|
2,566,747 |
|
4,736,913 |
|
7,418,997 |
|
7,266,706 |
|
501,453 |
|
24,367,923 |
|
39,042 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Consolidated |
Parent Company |
||||||||||||||||
|
Goodwill |
Concession right |
Licenses |
Brands and patents |
Customer relationships |
Other |
Supply Agreement |
Total |
Total |
|||||||||
|
Cost |
|||||||||||||||||
|
Balance as at January 1, 2025 |
1,585,021 |
28,907,633 |
268,212 |
196,070 |
3,078,762 |
787,743 |
574,363 |
35,397,804 |
26,857 |
||||||||
|
Additions |
— |
— |
— |
— |
45,260 |
37,755 |
— |
83,015 |
1,923 |
||||||||
|
Write-offs |
(4,419) |
(110,050) |
— |
— |
— |
(49) |
— |
(114,518) |
— |
||||||||
|
Business combination |
236,470 |
— |
— |
13,255 |
63,653 |
— |
— |
313,378 |
— |
||||||||
|
Transfers (i) |
— |
705,960 |
— |
— |
770 |
63,636 |
— |
770,366 |
752 |
||||||||
|
Exchange differences |
(84,159) |
(6,258) |
(4,738) |
(16,930) |
(166,428) |
(8,056) |
— |
(286,569) |
— |
||||||||
|
Balance as at June 30, 2025 |
1,732,913 |
29,497,285 |
263,474 |
192,395 |
3,022,017 |
881,029 |
574,363 |
36,163,476 |
29,532 |
||||||||
|
Amortization |
|||||||||||||||||
|
Balance as at January 1, 2025 |
— |
(6,752,828) |
(79,868) |
(9,201) |
(1,736,395) |
(488,727) |
— |
(9,067,019) |
(16,984) |
||||||||
|
Additions |
— |
(544,056) |
(3,485) |
(242) |
(138,102) |
(31,535) |
— |
(717,420) |
(1,107) |
||||||||
|
Write-offs |
— |
44,673 |
— |
— |
— |
— |
— |
44,673 |
— |
||||||||
|
Transfers (i) |
— |
5,297 |
— |
— |
— |
3 |
— |
5,300 |
— |
||||||||
|
Exchange differences |
— |
6,258 |
(223) |
— |
49,416 |
1,176 |
— |
56,627 |
— |
||||||||
|
Impairment |
— |
— |
— |
— |
— |
(7,793) |
— |
(7,793) |
— |
||||||||
|
Balance as at June 30, 2025 |
— |
(7,240,656) |
(83,576) |
(9,443) |
(1,825,081) |
(526,876) |
— |
(9,685,632) |
(18,091) |
||||||||
|
Balance as at December 31, 2024 |
1,585,021 |
22,154,805 |
188,344 |
186,869 |
1,342,367 |
299,016 |
574,363 |
26,330,785 |
9,873 |
||||||||
|
Balance as at June 30, 2025 |
1,732,913 |
|
22,256,629 |
|
179,898 |
|
182,952 |
|
1,196,936 |
|
354,153 |
|
574,363 |
|
26,477,844 |
|
11,441 |
| (i) | The amount of transfers also includes a portion of R$60,880 of intangible assets, which was reclassified to financial assets (R$50,309, period ended June 30, 2024). |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Consolidated |
Parent Company |
||||||||||||||||
|
Land, buildings and improvements |
Machine, equipment, and installations |
Wagons and locomotives |
Software |
Vehicles |
Floating storage and regasification |
Railway and port infrastructure |
Total |
Total |
|||||||||
|
Cost |
|||||||||||||||||
|
Balance as at January 1, 2025 |
646,024 |
589,214 |
957,260 |
87,720 |
176,697 |
1,594,434 |
8,980,587 |
13,031,936 |
44,079 |
||||||||
|
Additions |
85,248 |
15,666 |
— |
— |
83,167 |
— |
— |
184,081 |
— |
||||||||
|
Contractual adjustments |
7,708 |
27,978 |
11,048 |
259 |
(7,031) |
— |
124,619 |
164,581 |
— |
||||||||
|
Write-offs |
(4,439) |
(44,627) |
— |
— |
(332) |
— |
— |
(49,398) |
— |
||||||||
|
Transfers |
— |
— |
(686,837) |
— |
— |
— |
— |
(686,837) |
— |
||||||||
|
Exchange differences |
(32,790) |
(4,120) |
— |
— |
(15,771) |
— |
— |
(52,681) |
— |
||||||||
|
Fair value adjustment |
1,207 |
— |
— |
— |
— |
— |
— |
1,207 |
— |
||||||||
|
Balance as at June 30, 2025 |
702,958 |
584,111 |
281,471 |
87,979 |
236,730 |
1,594,434 |
9,105,206 |
12,592,889 |
44,079 |
||||||||
|
Amortization |
|||||||||||||||||
|
Balance as at January 1, 2025 |
(321,130) |
(209,627) |
(505,145) |
(29,853) |
(54,645) |
(116,379) |
(1,836,406) |
(3,073,185) |
(26,522) |
||||||||
|
Additions |
(78,035) |
(34,829) |
(8,813) |
(2,380) |
(28,004) |
(39,947) |
(128,226) |
(320,234) |
(1,742) |
||||||||
|
Write-offs |
2,551 |
23,373 |
— |
— |
1,121 |
— |
— |
27,045 |
35 |
||||||||
|
Transfers |
252 |
— |
372,463 |
— |
— |
— |
— |
372,715 |
252 |
||||||||
|
Exchange differences |
16,283 |
2,494 |
— |
— |
2,000 |
— |
— |
20,777 |
— |
||||||||
|
Impairment |
— |
— |
— |
— |
— |
— |
(36,415) |
(36,415) |
— |
||||||||
|
Balance as at June 30, 2025 |
(380,079) |
(218,589) |
(141,495) |
(32,233) |
(79,528) |
(156,326) |
(2,001,047) |
(3,009,297) |
(27,977) |
||||||||
|
Balance as at December 31, 2024 |
324,894 |
379,587 |
452,115 |
57,867 |
122,052 |
1,478,055 |
7,144,181 |
9,958,751 |
17,557 |
||||||||
| Balance as at June 30, 2025 |
322,879 |
|
365,522 |
|
139,976 |
|
55,746 |
|
157,202 |
|
1,438,108 |
|
7,104,159 |
|
9,583,592 |
|
16,102 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Impairment Loss at Rumo Malha Sul S.A.
As a result of the extreme weather events that impacted the state of Rio Grande do Sul in the second quarter of 2024, the railway infrastructure of Rumo Malha Sul SA (“Rumo Malha Sul”) suffered significant damage.
During the semester ended June 30, 2025, considering the persistence of loss indicators and the fact that the assets were destroyed or had their use rendered unfeasible for an indefinite period, Rumo Malha Sul constituted a provision for reduction to recoverable value in the amount of R$683,139.
a) Reconciliation of income tax and social contribution expenses:
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Profit (loss) before taxes |
(786,271) |
(723,993) |
(1,914,946) |
(1,386,329) |
34,525 |
(1,078,007) |
(854,340) |
(830,099) |
|||||||
|
Income tax and social contribution at nominal rate (34%) |
267,332 |
246,158 |
651,082 |
471,352 |
(11,739) |
366,522 |
290,476 |
282,234 |
|||||||
|
Adjustments for calculating the effective rate |
|||||||||||||||
|
Interest in earnings of investees (non-taxable income) |
(15,937) |
273,614 |
(227,223) |
538,234 |
(254,608) |
439,857 |
(635,407) |
462,593 |
|||||||
|
Differences in tax rates on earnings from operating profit |
(10,903) |
(28,470) |
(10,903) |
(28,470) |
(11,946) |
(29,157) |
(50,693) |
(31,001) |
|||||||
|
Granted income tax incentive |
— |
— |
— |
— |
108,778 |
106,270 |
185,486 |
197,306 |
|||||||
|
Interest on shareholders’ equity |
— |
— |
— |
— |
(325) |
— |
(2,579) |
— |
|||||||
|
Non-deductible expenses (donations, gifts, etc.) |
— |
— |
— |
— |
301 |
(6,892) |
(6,088) |
(8,783) |
|||||||
|
Tax losses not recognized |
(413,940) |
— |
(1,291,185) |
— |
(651,579) |
(866,940) |
(1,710,492) |
(934,090) |
|||||||
|
ICMS benefit - extemporaneous tax credits |
— |
— |
— |
— |
— |
24,635 |
— |
25,645 |
|||||||
|
ICMS benefit - current year |
— |
— |
— |
— |
— |
(5,614) |
— |
(521) |
|||||||
|
Provision for non-realization of the benefit of the federative covenant |
— |
— |
— |
— |
— |
885 |
(145) |
885 |
|||||||
|
Provision for non-realization of the benefit of the federative covenant - Interest and fine |
— |
— |
— |
— |
— |
18,205 |
— |
25,851 |
|||||||
|
Selic on indebtedness |
7,441 |
5,913 |
12,428 |
9,957 |
14,355 |
17,843 |
25,521 |
36,984 |
|||||||
|
Rate differential |
— |
— |
— |
— |
29,641 |
52,459 |
54,146 |
52,459 |
|||||||
|
Other |
6,236 |
(330) |
46,811 |
(24,026) |
174,500 |
(9,551) |
200,618 |
14,598 |
|||||||
|
Income tax and social contribution (current and deferred) |
(159,771) |
496,885 |
(818,990) |
967,047 |
(602,622) |
108,522 |
(1,649,157) |
124,160 |
|||||||
|
Effective rate - % |
20.32% |
|
(68.63)% |
|
42.77% |
|
(69.76)% |
|
(1745.47)% |
|
(10.07)% |
|
193.03% |
|
(14.96)% |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Deferred income tax assets and liabilities:
Bellow are presented the tax effects of temporary differences that give rise to significant parts of the Company's deferred tax assets and liabilities:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Deferred tax assets from: |
|||||||
|
Income taxes losses |
— |
— |
1,759,798 |
1,699,262 |
|||
|
Negative base of social contribution |
— |
— |
591,696 |
560,110 |
|||
|
Temporary differences: |
|||||||
|
Foreign exchange variation -Loans and borrowings |
1,155,735 |
2,159,160 |
1,329,599 |
2,669,489 |
|||
|
Provision for lawsuits |
57,505 |
64,335 |
271,635 |
272,886 |
|||
|
Impairment provision (Rumo Malha Oeste) |
— |
— |
35,125 |
23,436 |
|||
|
Post-employment benefit obligation |
— |
— |
130,591 |
128,046 |
|||
|
Provisions for uncertain tax credits and tax losses |
— |
— |
48,561 |
44,202 |
|||
|
Provision for non-recoverability of taxes |
2,580 |
2,580 |
68,411 |
70,719 |
|||
|
Share-based payment transactions |
23,565 |
19,336 |
120,105 |
103,454 |
|||
|
Leases |
2,165 |
2,347 |
226,151 |
312,402 |
|||
|
Unrealized loss with derivatives |
241,377 |
— |
604,880 |
390,622 |
|||
|
Fair value adjustment on debt |
— |
— |
6,263 |
— |
|||
|
Provisions for profit sharing |
9,679 |
11,212 |
66,665 |
131,254 |
|||
|
Business combination - Intangible assets |
— |
— |
102,308 |
124,628 |
|||
|
Business combination - Fixed assets |
— |
— |
1,854 |
1,854 |
|||
|
Other provisions |
163,773 |
140,077 |
707,220 |
682,385 |
|||
|
Deferred tax on pre-operating income |
— |
— |
72,893 |
79,402 |
|||
|
Regulatory asset (liability) |
— |
— |
9,079 |
8,396 |
|||
|
Other |
56,092 |
48,365 |
249,627 |
321,966 |
|||
|
Total |
1,712,471 |
2,447,412 |
6,402,461 |
7,624,513 |
|||
|
Deferred tax liabilities from:: |
|||||||
|
Temporary differences |
|||||||
|
Foreign exchange variation - Loans and borrowings |
— |
— |
(38,193) |
(347) |
|||
|
Provision for lawsuits |
— |
— |
— |
(107) |
|||
|
Useful life review |
— |
— |
(696,949) |
(531,081) |
|||
|
Business combination - Fixed assets |
— |
— |
(155,711) |
(161,784) |
|||
|
Tax goodwill |
— |
— |
(606,935) |
(645,297) |
|||
|
Unrealized income with derivatives |
— |
(156,611) |
(362,433) |
(369,763) |
|||
|
Fair value adjustment on debt |
— |
— |
(537,181) |
(801,022) |
|||
|
Marketable securities |
(3,409) |
— |
(3,409) |
— |
|||
|
Investment properties |
— |
— |
(477,090) |
(496,395) |
|||
|
Goods intended for sale |
— |
— |
(2,824) |
(962) |
|||
|
Effects on the formation of joint ventures |
(101,272) |
(102,070) |
(101,272) |
(167,196) |
|||
|
Business Combination – Intangible assets |
— |
— |
(4,978,142) |
(4,990,657) |
|||
|
Post-employment obligations |
— |
— |
(4,810) |
(4,810) |
|||
|
Share-based payment transactions |
— |
— |
(16,647) |
— |
|||
|
Leases |
— |
— |
(9,272) |
(11,557) |
|||
|
Provision |
(449,153) |
(449,153) |
(449,153) |
(449,153) |
|||
|
Other |
— |
18,832 |
(477,044) |
(472,592) |
|||
|
Total |
(553,834) |
(689,002) |
(8,917,065) |
(9,102,723) |
|||
|
Total deferred taxes recorded |
1,158,637 |
1,758,410 |
(2,514,604) |
(1,478,210) |
|||
|
Deferred tax assets |
1,158,637 |
1,758,410 |
3,488,404 |
4,495,296 |
|||
|
Deferred tax liabilities |
— |
— |
(6,003,008) |
(5,973,506) |
|||
|
Total deferred, net |
1,158,637 |
|
1,758,410 |
|
(2,514,604) |
|
(1,478,210) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
c) Changes in deferred tax assets and liabilities:
|
Parent Company |
|||||||||||
|
Asset |
Unrealized loss with derivatives |
Provisions |
Leases |
Employee Benefits |
Other |
Total |
|||||
|
Balance as at January 1, 2025 |
— |
206,992 |
2,347 |
30,548 |
2,207,525 |
2,447,412 |
|||||
|
Impact on the result of the period |
241,377 |
16,866 |
(182) |
2,696 |
7,726 |
268,483 |
|||||
|
Foreing exchange differences |
— |
— |
— |
— |
(1,003,424) |
(1,003,424) |
|||||
|
Balance as at June 30, 2025 |
241,377 |
|
223,858 |
|
2,165 |
|
33,244 |
|
1,211,827 |
|
1,712,471 |
|
Parent Company |
|||||||||
|
Liabilities |
Effects on the formation of joint ventures |
Unrealized loss with derivatives |
Provisions |
Others |
Total |
||||
|
Balance as at January 1, 2025 |
(102,070) |
(156,611) |
(449,153) |
18,832 |
(689,002) |
||||
|
Credited / charged from incomefor the period |
798 |
156,611 |
— |
(241,458) |
(84,049) |
||||
|
Recognized in shareholders' equity |
— |
— |
— |
8,498 |
8,498 |
||||
|
Cosan Oito incorporation |
— |
— |
— |
210,719 |
210,719 |
||||
|
Balance as at June 30, 2025 |
(101,272) |
— |
(449,153) |
(3,409) |
(553,834) |
||||
|
Total deferred taxes recognized |
|
|
|
|
|
|
|
1,158,637 |
|
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Consolidated |
|||||||||||||||||
|
Asset |
Tax loss and negative basis |
Unrealized gains on derivatives |
Provisions |
Leases |
Employee Benefits |
Post-employment obligations |
Intangible assets |
Others |
Total |
||||||||
|
Balance as at January 1, 2025 |
2,259,372 |
390,622 |
1,093,628 |
312,402 |
234,708 |
128,046 |
124,628 |
3,081,107 |
7,624,513 |
||||||||
|
Credited / charged from income for the period |
92,122 |
214,258 |
75,733 |
(86,251) |
(47,938) |
2,545 |
(22,320) |
(48,353) |
179,796 |
||||||||
|
Recognized in shareholders' equity |
— |
— |
— |
— |
— |
— |
— |
(23,549) |
(23,549) |
||||||||
|
Foreign exchange differences |
— |
— |
— |
— |
— |
— |
— |
(1,339,890) |
(1,339,890) |
||||||||
|
Business combination |
— |
— |
(38,409) |
— |
— |
— |
— |
— |
(38,409) |
||||||||
|
Balance as at June 30, 2025 |
2,351,494 |
|
604,880 |
|
1,130,952 |
|
226,151 |
|
186,770 |
|
130,591 |
|
102,308 |
|
1,669,315 |
|
6,402,461 |
|
Consolidated |
|||||||||||||||||||
|
Liabilities |
Effects on the formation of joint ventures |
Unrealized gains on derivatives |
Provisions |
Leases |
Post-employment obligations |
Intangible assets |
Property, plant and equipment |
Fair value adjustment |
Others |
Total |
|||||||||
|
Balance as at January 1, 2025 |
(167,196) |
(369,763) |
(449,260) |
(11,557) |
(4,810) |
(4,990,657) |
(531,081) |
(801,022) |
(1,777,377) |
(9,102,723) |
|||||||||
|
Impact on the result for the period |
65,924 |
7,330 |
107 |
2,285 |
— |
12,515 |
(165,868) |
263,841 |
(476) |
185,658 |
|||||||||
|
Balance as at June 30, 2025 |
(101,272) |
(362,433) |
(449,153) |
(9,272) |
(4,810) |
(4,978,142) |
(696,949) |
(537,181) |
(1,777,853) |
(8,917,065) |
|||||||||
|
Total deferred taxes recorded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,514,604) |
|
d) Uncertainties about the treatment of income tax
The Company is engaged in administrative and judicial discussions with Brazilian tax authorities regarding certain interpretations and tax positions adopted in the calculation of Corporate Income Tax (“IRPJ”) and Social Contribution on Net Income (“CSLL”). The final determination of these matters is uncertain and may be influenced by factors external to the Company, such as changes in case law and modifications to tax laws and regulations. In accordance with IFRIC 23/ICPC 22 - Uncertainty over Treatment of Income Taxes (“IFRIC 23/ICPC 22”), the Company assesses, for each uncertain tax treatment, whether it is probable that the tax authority will accept the treatment used or planned in the calculation of the taxes.
Only in cases where the Company concludes that it is not likely that the tax authority will accept the uncertain tax treatment, the effects of the uncertainty are recognized based on the best method of predicting the resolution of the issue, either at the most probable value or at the expected value.
The tax positions adopted by the Company are based on the opinions of specialized legal advisors. The Company is subject to review by tax authorities regarding income tax for a period of up to 10 years, depending on the jurisdiction in which it operates.
As of June 30, 2025, the total amount of amounts assessed and under discussion with the tax authorities regarding these issues, in which it is likely that the tax authority will accept the uncertain tax treatment, was R$1,155,232 in the Parent Company (R$1,395,568 as of December 31, 2024) and R$7,062,328 in the Consolidated (R$7,052,491 as of December 31, 2024).
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
a) Probable losses and judicial deposits:
|
Provision for legal proceedings |
|||||||
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Tax |
159,804 |
198,385 |
639,596 |
745,896 |
|||
|
Civil, environmental and regulatory |
63,526 |
59,989 |
900,221 |
818,422 |
|||
|
Labor |
43,635 |
50,233 |
505,041 |
480,315 |
|||
|
Total |
266,965 |
|
308,607 |
|
2,044,858 |
|
2,044,633 |
|
Judicial deposits |
|||||||
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Tax |
363,296 |
390,148 |
792,916 |
801,723 |
|||
|
Civil, environmental and regulatory |
15,275 |
14,675 |
142,209 |
134,058 |
|||
|
Labor |
11,496 |
12,146 |
119,406 |
120,909 |
|||
|
Total |
390,067 |
|
416,969 |
|
1,054,531 |
|
1,056,690 |
Changes in provisions for lawsuits:
|
Parent Company |
|||||||
|
Tax |
Civil, environmental and regulatory |
Labor |
Total |
||||
|
Balance as at January 1, 2025 |
198,385 |
59,989 |
50,233 |
308,607 |
|||
|
Provisioned in the period |
31,200 |
6,953 |
1,328 |
39,481 |
|||
|
Write-offs by reversal / payment |
(14,655) |
(7,405) |
(6,091) |
(28,151) |
|||
|
Interest (i) |
(2,198) |
3,989 |
(1,835) |
(44) |
|||
|
Transfer |
(52,928) |
— |
— |
(52,928) |
|||
|
Balance as at June 30, 2025 |
159,804 |
|
63,526 |
|
43,635 |
|
266,965 |
|
Consolidated |
|||||||
|
Tax |
Civil, environmental and regulatory |
Labor |
Total |
||||
|
Balance as at January 1, 2025 |
745,896 |
818,422 |
480,315 |
2,044,633 |
|||
|
Provisioned in the period |
35,263 |
46,300 |
74,970 |
156,533 |
|||
|
Write-offs by reversal / payment |
(24,164) |
(53,307) |
(95,977) |
(173,448) |
|||
|
Transfer |
(124,484) |
— |
— |
(124,484) |
|||
|
Interest (i) |
7,085 |
88,806 |
45,733 |
141,624 |
|||
|
Balance as at June 30, 2025 |
639,596 |
|
900,221 |
|
505,041 |
|
2,044,858 |
The Company has debts secured by assets or by means of a cash deposit, bank guarantee or surety insurance.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company has probable indemnity lawsuits in addition to those mentioned; as they represent contingent assets, they have not been reported.
Tax
The main tax lawsuits for which the risk of loss is considered probable are described below:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Compensation with FINSOCIAL |
— |
— |
343,906 |
337,351 |
|||
|
INSS |
82,912 |
80,576 |
112,991 |
101,399 |
|||
|
ICMS credit |
14,478 |
14,217 |
65,491 |
64,708 |
|||
|
PIS and COFINS |
5,020 |
34,073 |
5,368 |
34,412 |
|||
|
IPI |
22,973 |
58,002 |
22,973 |
64,969 |
|||
|
Other |
34,421 |
11,517 |
88,867 |
143,057 |
|||
|
Total |
159,804 |
|
198,385 |
|
639,596 |
|
745,896 |
Labor claims
The Company and its subsidiaries are parties to labor claims filed by former employees and outsourced service providers claiming among other things, compensation and indemnities.
Additionally, the Company has public civil actions filed by the Labor Prosecutor's Office regarding alleged non-compliance with labor standards, working conditions and working environment. For claims deemed to have merit, the Company has signed Conduct Adjustment Agreements with the Brazilian authorities.
Civil, Environmental and Regulatory
The Company and its subsidiaries are involved in a number of Indemnity Lawsuits, Public Civil Actions, and Administrative Proceedings where, in the opinion of its legal counsel, the risk of loss is probable.
b) Possible losses
The main lawsuits for which the risk of loss is considered possible are described below:
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Tax |
3,277,509 |
3,324,448 |
8,147,463 |
8,624,545 |
|||
|
Civil, environmental and regulatory |
1,161,835 |
1,111,756 |
7,203,384 |
6,569,528 |
|||
|
Labor |
19,417 |
10,189 |
722,970 |
690,535 |
|||
|
Total |
4,458,761 |
|
4,446,393 |
|
16,073,817 |
|
15,884,608 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Tax
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Isolated fine - Federal tax |
— |
— |
845,618 |
847,582 |
|||
|
ICMS -Tax on circulation of goods |
1,168,505 |
1,151,523 |
2,939,340 |
2,996,997 |
|||
|
IRRF |
— |
— |
899,563 |
869,346 |
|||
|
PIS and COFINS |
1,210,768 |
1,297,612 |
1,794,104 |
2,174,274 |
|||
|
MP 470 installment of debts |
259,318 |
253,793 |
259,318 |
253,793 |
|||
|
Stock Grant Plan |
— |
— |
32,484 |
32,087 |
|||
|
IOF on loans |
— |
— |
50,987 |
195,098 |
|||
|
Reward Credit Compensation |
159,622 |
157,959 |
159,622 |
157,959 |
|||
|
IPI - Tax on industrialized products |
177,590 |
189,971 |
384,208 |
333,185 |
|||
|
INSS |
138,281 |
76,763 |
219,460 |
159,983 |
|||
|
IPTU - Urban Property Tax |
— |
— |
136,786 |
128,700 |
|||
|
Other |
163,425 |
196,827 |
425,973 |
475,541 |
|||
|
Total |
3,277,509 |
|
3,324,448 |
|
8,147,463 |
|
8,624,545 |
Civil, environmental and regulatory
|
Parent Company |
Consolidated |
||||||
|
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
||||
|
Civil |
1,107,150 |
1,059,547 |
3,894,987 |
3,355,370 |
|||
|
Environmental |
53,981 |
51,540 |
1,742,546 |
1,691,409 |
|||
|
Regulatory |
704 |
669 |
1,565,851 |
1,522,749 |
|||
|
Total |
1,161,835 |
|
1,111,756 |
|
7,203,384 |
|
6,569,528 |
a) Treasury shares
As of January 14, 2025, the Company repurchased 4,200,000 treasury shares for R$34,022 at an average cost of R$8.10 per share.
As of June 30, 2025, the Company had 7,894,568 shares in treasury (compared to 3,747,965 shares as of December 31, 2024), whose market price was R$6.86.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
b) Payable dividends
Change in dividends payable
|
Parent Company |
Consolidated |
|||
|
Balance as at January 1, 2025 |
3,495 |
96,722 |
||
|
Declared dividends |
— |
1,745,209 |
||
|
Dividends paid to preferred shareholders |
— |
(371,000) |
||
|
Dividends paid |
— |
(1,331,630) |
||
|
Other movements |
(3,456) |
(3,426) |
||
|
Balance as at June 30, 2025 |
|
39 |
|
135,875 |
c) Share capital
On April 30, 2025, at the Annual General Meeting (“AGOE”), the Company’s shareholders approved the reduction of the Company’s share capital in the amount of R$649,806, with the objective of absorbing the balance of the Accumulated Losses account.
The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share).
|
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||
|
2025 |
2024 |
2025 |
2024 |
||||
|
Loss attributable to holders of common shares of Company used in calculating basic earnings per share |
(946,042) |
(227,108) |
(2,733,936) |
(419,282) |
|||
|
Dilutive effect of the subsidiaries' share-based plan |
(59) |
— |
(59) |
— |
|||
|
Loss attributable to holders of common shares of the Company used in the calculation of diluted earnings per share |
(946,101) |
(227,108) |
(2,733,995) |
(419,282) |
|||
|
Weighted average number of common shares outstanding - basic (in thousands of shares) |
|||||||
|
Basic |
1,858,658 |
1,861,482 |
1,858,651 |
1,863,883 |
|||
|
Share repurchases |
(410) |
— |
(410) |
— |
|||
|
Diluted |
1,858,248 |
1,861,482 |
1,858,241 |
1,863,883 |
|||
|
Loss per share |
|||||||
|
Basic |
R$ (0.51) |
R$ (0.12) |
R$ (1.47) |
R$ (0.22) |
|||
|
Diluted |
R$ (0.51) |
|
R$ (0.12) |
|
R$ (1.47) |
|
R$ (0.22) |
Diluting instruments
Share repurchase plan: 410,120 shares related to the Company's share repurchase plan were included in the calculation of diluted earnings (loss) per share, as their potential effect is to reduce earnings per share (or increase losses per share, in the event of a negative result).
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Anti-dilution instruments
Share-based payment plan: 4,938,979 shares (9,143,952 as of June 30, 2024) related to the Company's share-based payment plan were analyzed for the calculation of diluted earnings per share. However, these actions did not have an impact on the calculation of diluted earnings per share for the six-month period ended June 30, 2025, as their potential effect would be to increase earnings per share (or reduce loss per share), characterizing them as anti-dilutive.
On June 27, 2025, Management approved the incorporation of the non-controlling interest of the subsidiary Rumo Malha Norte, through an exchange ratio of 3,959 shares to be issued by the Company. The transaction would also result in an increase of R$730 in profit or loss, due to the equity method. These effects would imply an increase in earnings per share and, therefore, are classified as antidilutive for the period.
In the following table presents a breakdown of gross revenue from product and services sales:
|
Consolidated |
|||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||
|
2025 |
2024 |
2025 |
2024 |
||||
|
Gross revenue from the sale of products and services |
11,957,826 |
12,227,580 |
23,083,341 |
23,521,298 |
|||
|
Construction revenue |
364,324 |
381,153 |
668,454 |
701,184 |
|||
|
Indirect taxes and other deductions |
(1,844,498) |
(1,914,725) |
(3,611,542) |
(3,686,418) |
|||
|
Net sales |
10,477,652 |
|
10,694,008 |
|
20,140,253 |
|
20,536,064 |
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
|
Consolidated |
|||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||
|
2025 |
2024 |
2025 |
2024 |
||||
|
At a point in time |
|||||||
|
Natural gas distribution |
3,486,299 |
3,919,982 |
6,913,426 |
7,631,403 |
|||
|
Lubricants, base oil and other |
2,121,227 |
2,360,313 |
4,308,099 |
4,593,385 |
|||
|
Lease and sale of property |
184,336 |
153,404 |
336,414 |
289,970 |
|||
|
Other |
486,121 |
101,179 |
964,513 |
204,903 |
|||
|
6,277,983 |
6,534,878 |
12,522,452 |
12,719,661 |
||||
|
Over time |
|||||||
|
Railroad transportation services |
3,522,351 |
3,417,565 |
6,316,446 |
6,415,328 |
|||
|
Construction revenue |
364,325 |
381,153 |
668,454 |
701,184 |
|||
|
Container operations |
189,042 |
157,172 |
361,697 |
305,425 |
|||
|
Other services |
125,043 |
220,647 |
279,754 |
427,168 |
|||
|
4,200,761 |
4,176,537 |
7,626,351 |
7,849,105 |
||||
|
Eliminations |
(1,092) |
(17,407) |
(8,550) |
(32,702) |
|||
|
Total net sales |
10,477,652 |
|
10,694,008 |
|
20,140,253 |
|
20,536,064 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Expenses are presented in the statement of profit or loss by function. The income reconciliation by nature/purpose is as follows:
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Raw materials |
— |
— |
— |
— |
(1,624,440) |
(1,828,869) |
(3,350,139) |
(3,544,031) |
|||||||
|
Commodity cost (natural gas) |
— |
— |
— |
— |
(2,608,667) |
(2,827,752) |
(5,399,586) |
(5,571,285) |
|||||||
|
Railroad transport and port elevation expenses |
— |
— |
— |
— |
(808,728) |
(661,346) |
(1,436,481) |
(1,416,070) |
|||||||
|
Other transport |
— |
— |
— |
— |
(174,132) |
(106,594) |
(252,187) |
(232,128) |
|||||||
|
Depreciation and amortization |
(5,079) |
(3,929) |
(9,792) |
(7,780) |
(994,855) |
(926,461) |
(1,960,208) |
(1,833,725) |
|||||||
|
Personnel expenses |
(61,989) |
(67,895) |
(116,086) |
(134,740) |
(815,054) |
(755,384) |
(1,594,180) |
(1,475,852) |
|||||||
|
Construction cost |
— |
— |
— |
— |
(364,325) |
(381,154) |
(668,454) |
(701,184) |
|||||||
|
Third-party services expenses |
(15,416) |
(10,518) |
(28,576) |
(24,035) |
(221,171) |
(278,221) |
(396,724) |
(530,754) |
|||||||
|
Selling expenses |
(5) |
(24) |
(18) |
(39) |
(128,509) |
(9,801) |
(231,192) |
(19,748) |
|||||||
|
Cost of properties sold |
— |
— |
— |
— |
(22,677) |
— |
(31,840) |
— |
|||||||
|
Other |
4,875 |
(29,152) |
18,921 |
(48,607) |
(220,100) |
(349,932) |
(428,661) |
(673,833) |
|||||||
|
(77,614) |
(111,518) |
(135,551) |
(215,201) |
(7,982,658) |
(8,125,514) |
(15,749,652) |
(15,998,610) |
||||||||
|
Cost of sales |
— |
— |
— |
— |
(6,881,505) |
(7,137,604) |
(13,673,411) |
(14,066,041) |
|||||||
|
Selling expenses |
— |
— |
— |
— |
(457,529) |
(376,497) |
(897,585) |
(737,901) |
|||||||
|
General and administrative expenses |
(77,614) |
(111,518) |
(135,551) |
(215,201) |
(643,624) |
(611,413) |
(1,178,656) |
(1,194,668) |
|||||||
|
Total |
(77,614) |
|
(111,518) |
|
(135,551) |
|
(215,201) |
|
(7,982,658) |
|
(8,125,514) |
|
(15,749,652) |
|
(15,998,610) |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Tax credits |
113 |
8,398 |
113 |
8,398 |
(491) |
10,242 |
2,489 |
22,766 |
|||||||
|
Loss on disposals of non-current assets and intangible assets |
— |
— |
— |
(7) |
(647) |
(38,746) |
(35,612) |
(40,261) |
|||||||
|
Result on sale of investments |
— |
— |
206,388 |
— |
— |
(383,205) |
206,388 |
(383,205) |
|||||||
|
Net effect of provisions for legal proceedings, legal claims, recoverables and tax installments |
(18,333) |
6,964 |
(53,921) |
(3,877) |
(58,515) |
(68,041) |
(143,507) |
(149,301) |
|||||||
|
Result of commercial operations (i) |
— |
— |
— |
— |
100,747 |
— |
494,895 |
— |
|||||||
|
Contractual agreement and others |
— |
— |
— |
— |
— |
189,736 |
— |
302,412 |
|||||||
|
Reversal of other provisions |
— |
— |
— |
— |
— |
291,032 |
— |
291,032 |
|||||||
|
Other income |
13,223 |
33,071 |
16,072 |
34,801 |
33,896 |
132,109 |
180,720 |
149,979 |
|||||||
|
Net impairment loss (ii) |
— |
— |
— |
— |
(397,531) |
(2,574,817) |
(683,139) |
(2,574,817) |
|||||||
|
Gain from corporate restructuring |
— |
— |
— |
— |
— |
168,855 |
— |
168,855 |
|||||||
|
Loss of profits and material damages of fixed assets (iii) |
— |
— |
— |
— |
514,372 |
— |
514,372 |
— |
|||||||
|
Other |
(2,928) |
(19,799) |
(2,651) |
(24,920) |
(100,568) |
(136,208) |
(206,821) |
(195,742) |
|||||||
|
Total |
(7,925) |
|
28,634 |
|
166,001 |
|
14,395 |
|
91,263 |
|
(2,409,043) |
|
329,785 |
|
(2,408,282) |
| (i) | Refers substantially to the result of certain commercial contracts, carried out by the subsidiary Compass on June 30, 2025. |
| (ii) | The balance includes a provision for the write-off of the residual value of the assets of the subsidiary Rumo Malha Sul SA, impacted by extreme weather events that occurred in Rio Grande do Sul. |
| (iii) | The balance consists of R$70,000 from Rumo SA and R$444,372 from Moove as described in explanatory Note 2.1. |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The details of financial income and expenses are as follows:
|
Parent Company |
Consolidated |
||||||||||||||
|
Period of three months ended June 30, |
Period of six months ended June 30, |
Period of three months ended June 30, |
Period of six months ended June 30, |
||||||||||||
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
|
Cost of gross debt |
|||||||||||||||
|
Interest on debt |
(520,472) |
(435,267) |
(1,025,453) |
(832,452) |
(1,577,833) |
(1,442,349) |
(3,310,838) |
(2,846,862) |
|||||||
|
Monetary and exchange rate variation |
172,588 |
(853,139) |
824,777 |
(1,007,970) |
797,799 |
(2,550,103) |
2,600,536 |
(3,061,950) |
|||||||
|
Derivatives and fair value measurement |
(384,881) |
1,023,960 |
(1,490,851) |
937,501 |
(1,088,047) |
1,733,569 |
(3,112,427) |
2,177,978 |
|||||||
|
Amortization of borrowing costs |
(6,255) |
(3,677) |
(77,266) |
(6,921) |
(37,183) |
(28,382) |
(382,026) |
(47,056) |
|||||||
|
Discounts obtained from financial operations |
— |
— |
— |
— |
(8,541) |
— |
186,681 |
— |
|||||||
|
Guarantees and warranties |
— |
— |
— |
— |
(4,142) |
(8,779) |
(8,656) |
(17,402) |
|||||||
|
(739,020) |
(268,123) |
(1,768,793) |
(909,842) |
(1,917,947) |
(2,296,044) |
(4,026,730) |
(3,795,292) |
||||||||
|
Income from financial investments and exchange rate in cash and cash equivalents |
108,448 |
21,755 |
273,776 |
58,907 |
562,509 |
502,884 |
1,188,563 |
948,223 |
|||||||
|
Changes in fair value of investments in listed entities |
(17,288) |
— |
5,415 |
— |
(17,288) |
— |
5,415 |
— |
|||||||
|
91,160 |
21,755 |
279,191 |
58,907 |
545,221 |
502,884 |
1,193,978 |
948,223 |
||||||||
|
Cost of debt, net |
(647,860) |
(246,368) |
(1,489,602) |
(850,935) |
(1,372,726) |
(1,793,160) |
(2,832,752) |
(2,847,069) |
|||||||
| Other charges and monetary variations | |||||||||||||||
|
Interest on other receivables |
13,162 |
14,894 |
39,733 |
28,577 |
164,067 |
132,311 |
330,760 |
249,322 |
|||||||
|
Monetary variation on leases and concessions agreements |
— |
— |
— |
— |
(131,108) |
(121,557) |
(245,312) |
(240,362) |
|||||||
|
Interest on leases |
(628) |
(776) |
(1,290) |
(1,599) |
(158,692) |
(157,544) |
(317,646) |
(296,290) |
|||||||
|
Interest on shareholder's equity |
— |
— |
— |
— |
(8,806) |
— |
(9,420) |
— |
|||||||
|
Interest on contingencies and contracts |
2,268 |
(49,914) |
(39,149) |
(62,679) |
(104,014) |
(290,895) |
(292,417) |
(382,623) |
|||||||
|
Interest on sectorial assets and liabilities |
— |
— |
— |
— |
(29,678) |
(35,066) |
(51,336) |
(55,825) |
|||||||
|
Bank charges and other |
(7,724) |
(15,034) |
(23,045) |
(21,684) |
(37,436) |
30,887 |
(76,778) |
21,673 |
|||||||
|
Foreign exchange, net |
(13,078) |
(1,148,658) |
236,259 |
(1,860,245) |
(124,494) |
(286,779) |
(210,982) |
(749,958) |
|||||||
|
(6,000) |
(1,199,488) |
212,508 |
(1,917,630) |
(430,161) |
(728,643) |
(873,131) |
(1,454,063) |
||||||||
|
Financial results, net |
(653,860) |
(1,445,856) |
(1,277,094) |
(2,768,565) |
(1,802,887) |
(2,521,803) |
(3,705,883) |
(4,301,132) |
|||||||
|
Reconciliation |
|||||||||||||||
|
Finance expenses |
(623,490) |
(625,774) |
(1,387,451) |
(1,155,309) |
(2,060,943) |
(2,130,752) |
(4,774,585) |
(3,995,308) |
|||||||
|
Finance income |
111,488 |
42,188 |
336,030 |
100,371 |
716,707 |
726,385 |
1,754,607 |
1,341,486 |
|||||||
|
Exchange variation, net |
421,118 |
(1,514,581) |
1,500,402 |
(1,852,577) |
794,492 |
(2,442,818) |
2,588,455 |
(2,974,036) |
|||||||
|
Derivatives |
(562,976) |
652,311 |
(1,726,075) |
138,950 |
(1,253,143) |
1,325,382 |
(3,274,360) |
1,326,726 |
|||||||
|
Financial results, net |
(653,860) |
|
(1,445,856) |
|
(1,277,094) |
|
(2,768,565) |
|
(1,802,887) |
|
(2,521,803) |
|
(3,705,883) |
|
(4,301,132) |
| 69 |
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
The Company and its subsidiaries have Share-Based Compensation Plans that are payable in shares and cash.
a) Change in outstanding share grants
The movement in the number of open awards is as follows:
|
Parent Company |
Consolidated |
|||
|
Balance as at January 1, 2025 |
8,345,147 |
16,624,911 |
||
|
Exercised/canceled/other |
(149,162) |
(1,080,173) |
||
|
Balance as at June 30, 2025 |
|
8,195,985 |
|
15,544,738 |
Share-based compensation expense included in the statement of profit or loss for the period ended June 30, 2025 were R$44,618 (R$81,258 as of June 30, 2024).
Sale of the Santa Elisa plant
On July 15, 2025, Raízen S.A. announced the indefinite discontinuation of operations at Usina Santa Elisa. As part of the decision, it entered into sales contracts for up to 3.6 million tons of sugarcane for approximately R$1.045 billion, with payment to be made in cash. The proceeds will be used to reduce debt. The transaction is subject to CADE approval and other contractual conditions.
Publication of normative resolution no. 72/2025 by ARGEGS
On July 23, 2025, the Agência Estadual de Regulação dos Serviços
Públicos Delegados do Rio Grande do Sul ("ARGEGS")
published Normative Resolution No. 72/2025, which establishes the mechanism for
updating and recovering variations in gas and transportation prices in piped
gas distribution service tariffs. Based on the resolution, the indirect subsidiary
Sulgás will begin to record monthly the sectoral financial assets and
liabilities obtained by the difference between the actual cost and the cost
considered in tariff adjustments. Therefore, the accounting policy disclosed in
the Financial Statements as of December 31, 2024, will be changed prospectively
as of the date of publication of the normative resolution. The impact of
applying the resolution on initial retroactive recognition is under evaluation
by the Company.
Sale of distributed generation assets
On July 24, 2025, Raízen S.A. announced the sale of 55 distributed generation plants, with a total capacity of up to 142 MWp, for approximately R$600 million. The proceeds will be received upon transfer of the plants, which is expected by March 2026. The transaction marks the end of the joint venture with Grupo Gera and is subject to approval by the Brazilian Antitrust Authority (CADE) and other contractual conditions.
Impacts of the US Executive Order
On July 30, 2025, the United States government signed an Executive Order imposing an additional 40% tariff on certain Brazilian products.
Therefore, the Company and its subsidiaries assessed the potential impacts of this measure on their foreign sales and supply chain. They concluded that the provisions of the Executive Order do not have a material impact on their operations, given their low dependence on exports to the United States and the insignificant share of their commercial activities that the products affected by the tariffs represent.
Management continuously monitors international regulations and will adopt the necessary measures to ensure compliance and mitigate potential impacts, reinforcing its market diversification strategy.
Corporate Reorganization of Rumo Malha Norte
On July 30, 2025, the recess period ended without the exercise of the rights of the non-controlling shareholders of the indirect subsidiary Rumo Malha Norte. Consequently, the subsidiary Rumo began the process of operationalizing the delivery of shares to incorporate the 0.26% stake. The base date for the transfer of shares will be August 14, 2025.
Notes to the condensed interim financial statements
(In thousands of Brazilian reais - R$, except when otherwise indicated)
Interest payment on Vale SA's equity
On July 31, 2025, Vale's board of directors approved the distribution of interest on equity (JCP) in the gross amount of R$1.895387417 per share.
Partial spin-off of Raízen S.A. to Raízen Energia S.A.
On July 31, 2025, the partial spin-off of the jointly controlled Raízen S.A. was approved, with the transfer of part of its assets to Raízen Energia S.A. (“RESA”), effective as of August 10, 2025. The purpose of the transaction was to reorganize the Raízen Group, without changing the share capital or issuing new shares. All assets, rights, and obligations transferred were fully assumed by RESA, ensuring operational and accounting continuity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 14, 2025
|
COSAN S.A. |
||
|
By: |
/s/ Rodrigo Araujo Alves |
|
|
|
Name: Rodrigo Araujo Alves |
|
|
|
Title: Chief Financial Officer |
|