Raízen S.A.

Consolidated financial statements

as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026,

and Independent auditor’s report


1

 

 

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Contents

Report of Independent Auditors 2026
3


Report of Independent Auditors 2024
5


Statement of financial position
6


Statement of income
8


Statement of comprehensive income
9


Statement of changes in equity (capital deficiency)
10


Statement of cash flows – indirect method
13


1. Operations 15


2. Material accounting policies 20


3. Segment information 34


4. Financial instruments 41


5. Cash and cash equivalents 61


6. Securities and restricted cash 62


7.
Trade accounts receivable 63


8. Inventories 65


9. Biological assets 67


10. Recoverable taxes 69


11. Related parties 70


12. Non-current assets and liabilities held for sale 79


13. Contract assets 84


14. Investments 84


15. Property, plant and equipment 91


16. Intangible assets 96


17. Suppliers and advances to suppliers 102


18. Supplier Finance Arrangements 103


19. Leases 105


20. Loans and financing 110


21. Income tax and social contribution 116


22.
Advances from clients 121


23. Other liabilities 122


24. Legal disputes and judicial deposits 124


25.
Commitments 129


26. Equity 130


27. Loss per share 137


28. Share-based payment 138


29. Net operating revenue 142


30.
Costs and expenses by nature 144


31.
Other operating revenue (expenses), net 145


32.
Financial results 146


33. Retirement supplementation plan 147


34. Insurance 148


35. Business combination 148


36. Cash flow supplementary information 149


37. Subsequent events 152



2

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Report of Independent Auditors


To the Board of Directors and Shareholders of

Raízen S.A.

 

Opinion


We have audited the accompanying consolidated financial statements of Raízen S.A. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position  as of March 31, 2026, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity (capital deficiency) and cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). 


In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).


Basis for Opinion


We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Substantial Doubt about the Company’s Ability to Continue as a Going Concern


The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1.1 to the consolidated financial statements, the Company has recurrently incurred losses and, as of March 31, 2026, presented an excess of current liabilities over current assets amounting to R$ 51,245,319 thousand and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.


Other Matters


The accompanying consolidated statements of financial position of the Company as of March 31, 2025, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity (capital deficiency) and cash flows for the year then ended are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2025 financial statements to be audited and they are therefore not covered by this report.


3


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Responsibilities of Management for the Consolidated Financial Statements


Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB); and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements


Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.


In performing an audit in accordance with US GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.

Ribeirão Preto, Brazil

October 14, 2026
4

Graphics Tel.: +55 11 3848 5880
Fax: + 55 11 3045 7363
www.bdo.com.br
Rua Major Quedinho 90
Consolação – São Paulo, SP - Brasil
01050-030


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Directors

Raízen S.A.

São Paulo - SP, Brazil

 

Opinion

 

We have audited the consolidated financial statements of Raízen S.A. (“the Company”), which comprise the consolidated statements of financial position as of March 31, 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year ended March 31, 2024, and the related notes (collectively referred to as the “combined consolidated financial statements”).


In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2024, and the results of its operations and its cash flows for the year ended March 31, 2024 in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board.

 

Basis for opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Combined Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

São Paulo, Brazil, November 08, 2024.

 

/s/ BDO RCS Auditores Independentes SS Ltda.

We have served as the Company's auditor from 2024 to 2025.


5

 

RAÍZEN S.A. 


Consolidated statements of financial position

as of March 31, 2026, and 2025 (Not covered by the auditor’s report)
In thousands of Reais – R$


 

Note

 

2026

 

2025 (*)

(Unaudited)

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

5.2

 

13,416,988

 

21,721,393

Securities

6.1

 

198,629

 

409,441

Restricted cash

6.2

 

2,132,692

 

612,372

Derivative financial instruments

4.3

 

4,070,761

 

6,228,810

Trade accounts receivable

7.3

 

6,233,209

 

8,015,818

Inventories

8.2

 

8,938,308

 

10,971,436

Advances to suppliers

17.3

 

366,370

 

633,941

Biological assets

9.3

 

1,276,768

 

3,514,712

Recoverable income tax and social contribution

21.4.a

 

787,631

 

549,434

Recoverable taxes

10.2

 

2,672,800

 

5,589,190

Dividends receivable

 

 

1,496

 

5,307

Related parties

11.2

 

1,075,158

 

1,609,184

Contract assets

13.2

 

725,535

 

636,314

Other receivables

 

 

432,074

 

623,026

Total current assets

 

 

42,328,419

 

61,120,378

Non-current assets held for sale

12.3

 

4,885,616

 

-


 

 

47,214,035

 

61,120,378

Non-current assets

 

 

 

 

 

Trade accounts receivable

7.3

 

372,491

 

335,538

Securities

6.1

 

10,299

 

738,633

Derivative financial instruments

4.3

 

648,602

 

3,854,313

Recoverable taxes

10.2

 

10,142,999

 

8,735,284

Related parties

11.2

 

711,848

 

801,054

Dividends receivable

 

 

-

 

-

Advances to suppliers

17.3

 

212,501

 

247,833

Assets from contracts with clients

13.2

 

2,088,616

 

2,239,881

Recoverable income tax and social contribution

21.4.a

 

633,708

 

506,520

Deferred income tax and social contribution

21.5

 

195,940

 

3,975,910

Judicial deposits

24.3

 

977,760

 

899,102

Other receivables

 

 

461,584

 

547,871

Investments

14.2

 

1,550,399

 

2,033,654

Property, plant and equipment

15

 

29,492,142

 

39,131,619

Intangible assets

16.3

 

4,369,386

 

6,190,578

Right of use

19.3

 

6,327,168

 

9,641,510

Total non-current assets

 

 

58,195,443

 

79,879,300

Total assets

 

 

105,409,478

 

140,999,678

 

(*) Not covered by the auditor’s report


Notes are an integral part of the consolidated financial statements.


6

 

 


RAÍZEN S.A. 


Consolidated statements of financial position

as of March 31, 2026, and 2025 (Not covered by the auditor’s report)
In thousands of Reais – R$


 

Note

 

2026

 

2025 (*)

(Unaudited)

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Suppliers

17.2

 

7,615,325

 

12,244,549

Supplier Finance Arrangements

18

 

74,479

 

9,597,400

Lease liabilities

19.4

 

1,702,094

 

2,411,427

Loans and financing

20.2

 

68,612,415

 

4,772,603

Related parties

11.2

 

1,437,217

 

1,815,563

Derivative financial instruments

4.3

 

5,529,776

 

6,003,474

Payroll and related charges payable

 

 

1,014,930

 

1,075,607

Income tax and social contribution payable

21.4.b

 

77,559

 

140,570

Taxes payable

 

 

669,136

 

722,186

Advances from clients

22.2

 

617,990

 

3,684,267

Dividends and interest on own capital payable

26.2.c

 

9,171

 

16,343

Other liabilities

23.2

 

6,213,646

 

3,453,533

Total current liabilities

 

 

93,573,738

 

45,937,522

Liabilities related to non-current assets held for sale

12.3

 

3,845,574

 

-


 

 

97,419,312

 

45,937,522

Non-current liabilities

 

 


 


Lease liabilities

19.4

 

5,173,626

 

8,034,471

Loans and financing

20.2

 

318,794

 

53,197,768

Related parties

11.2

 

3,421,931

 

4,032,800

Derivative financial instruments

4.3

 

1,317,020

 

2,535,159

Taxes payable

 

 

233,605

 

221,012

Advances from clients

22.2

 

-

 

3,977,165

Provision for contingencies

24.3

 

1,688,632

 

1,533,431

Deferred income tax and social contribution

21.5

 

2,564,565

 

1,102,462

Provision for negative equity of subsidiaries

14.3

 

-

 

4,138

Dividends and interest on own capital payable

26.2.c

 

10,408

 

-

Other liabilities

23.2

 

1,536,571

 

2,247,812

Total non-current liabilities

 

 

16,265,152

 

76,886,218

Total liabilities

 

 

113,684,464

 

122,823,740

Equity

 26

 


 


Share Capital

 

 

6,859,670

 

6,859,670

Treasury shares

 

 

(52,876)

 

(102,806)

Additional paid-in capital

 

 

168,539

 

7,430,413

Accumulated other comprehensive income

 

 

4,142,542

 

3,401,253

Accumulated losses

 

 

(19,850,111)

 

-







Equity attributable to:




Attributable to controlling shareholders

 

 

(8,732,236)

 

17,588,530

Interest of non-controlling shareholders

 

 

457,250

 

587,408

Total shareholders' equity (capital deficiency)

 

 

(8,274,986)

 

18,175,938

Total shareholders' equity and liabilities (capital deficiency)

 

 

105,409,478

 

140,999,678


(*) Not covered by the auditor’s report


Notes are an integral part of the consolidated financial statements.


7


RAÍZEN S.A.


Consolidated statements of income

Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais – R$, except (loss) per share, expressed in R$


 

 

 

Note

 

2026

 

2025 (*)

(Unaudited)

 

2024

Net operating revenue

29.2

 

225,849,347

 

255,268,454

 

220,454,239

Cost of products sold and services provided

30.2

 

(215,034,452)

 

(243,431,661)

 

(204,730,642)

Gross income

 

 

10,814,895

 

11,836,793

 

15,723,597









Operating (expenses) income






Selling

30.2

 

(6,073,372)

 

(6,819,705)

 

(6,109,524)

General and administrative

30.2

 

(3,006,070)

 

(2,572,721)

 

(2,882,872)

Other operating (expenses) income, net

31

 

(10,135,387)

 

2,076,801

 

1,447,856

Equity accounting result

14.3

 

(181,626)

 

(204,827)

 

(252,430)

 

 

 

(19,396,455)

 

(7,520,452)

 

(7,796,970)

(Loss) income before financial results and income tax and social contribution

 

 

(8,581,560)

 

4,316,341

 

7,926,627









Financial results 32





Financial expenses


 

(9,153,349)

 

(5,606,440)

 

(6,128,884)

Financial income

 

 

3,147,601

 

1,217,168

 

851,619

Net exchange variation

 

 

3,158,322

 

(2,511,092)

 

340,266

Net effect of derivatives

 

 

(9,067,261)

 

(562,227)

 

(1,377,540)



 

(11,914,687)

 

(7,462,591)

 

(6,314,539)

(Loss) income before income tax and social contribution

 

 

(20,496,247)

 

(3,146,250)

 

1,612,088









Income tax and social contribution 21





Current


 

(1,333,660)

 

(1,864,783)

 

(1,165,552)

Deferred

 

 

(5,305,197)

 

834,082

 

167,597


 

 

(6,638,857)

 

(1,030,701)

 

(997,955)

Net (loss) income for the year

 

 

(27,135,104)

 

(4,176,951)

 

614,133









Attributable to:






Owners of the Company

 

 

(27,048,083)

 

(4,256,528)

 

520,715

Non-controlling interests

 

 

(87,021)

 

79,577

 

93,418

 

 

 

(27,135,104)

 

(4,176,951)

 

614,133









Earnings (loss) per share (common and preferred) in R$






Basic 27
(2.61577)
(0.41197)
0.05044

Diluted

27

 

(2.61577)

 

(0.41197)

 

0.05036


(*) Not covered by the auditor’s report


Notes are an integral part of the consolidated financial statements.


8


RAÍZEN S.A.


Consolidated statements of comprehensive income

Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais – R$


 

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Net (loss) income for the year

(27,135,104)

 

(4,176,951)

 

614,133

Other comprehensive income




Items that will not be reclassified to the statement of income




Actuarial gain, net

13,844

 

11,356

 

1,635

Deferred taxes on actuarial gain (loss), net

(3,513)

 

(3,773)

 

(219)

 

10,331

 

7,583

 

1,416

Items that are or may be reclassified to the statement of income




Income (loss) from financial instruments designated as hedge accounting

869,056

 

(68,745)

 

901,592

Deferred taxes on adjustments (Note 21.6)

(295,442)

 

23,373

 

(308,035)

Derecognition upon loss of control

-

 

8,583

 

-

Effect of foreign currency translation

157,344

 

465,351

 

(139,827)

Others

 

 

 

 

4,394


730,958

 

428,562

 

458,124

Other comprehensive income for the year

741,289

 

436,145

 

459,540

Total comprehensive income (loss) for the year

(26,393,815)

 

(3,740,806)

 

1,073,673

Attributable to:




Raízen’s controlling shareholders

(26,306,794)

 

(3,861,672)

 

989,745

Raízen’s non-controlling shareholders

(87,021)

 

120,866

 

83,928


(26,393,815)

 

(3,740,806)

 

1,073,673


(*) Not covered by the auditor’s report

 

Notes are an integral part of the consolidated financial statements.


9


RAÍZEN S.A.


Consolidated statements of changes in shareholders’ equity (capital deficiency)

Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais - R$







2026

 

Attributable to controlling shareholders

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

 

 

 

 

 

 

 

 

 

Share Capital

 

Treasury shares

 

Transactions with shareholders

 

Capital reserve

 

Accumulated
other
comprehensive income

 

Accumulated deficit 

 

Total

 

Interest of non-controlling shareholders

 

Total equity

As of March 31, 2025 (*) (unaudited)

6,859,670

 

(102,806)

 

164,481

 

7,265,932

 

3,401,253

 

-

 

17,588,530

 

587,408

 

18,175,938

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

-

 

-

 

-

 

-

 

-

 

(27,048,083)

 

(27,048,083)

 

(87,021)

 

(27,135,104)

Share of equity of investees (Note 14.3)

-

 

-

 

-

 

-

 

879,482

 

-

 

879,482

 

-

 

879,482

Net loss with financial instruments designated as hedge accounting

-

 

-

 

-

 

-

 

(40,542)

 

-

 

(40,542)

 

-

 

(40,542)

Effect of foreign currency translation

-

 

-

 

-

 

-

 

(97,651)

 

-

 

(97,651)

 

-

 

(97,651)

Total comprehensive income for the year

-

 

-

 

-

 

-

 

741,289

 

(27,048,083)

 

(26,306,794)

 

(87,021)

 

(26,393,815)

Distributions to shareholders, net 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in share capital (Note 26.1.b)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

9,362

 

9,362

Dividends paid in advance (Note 26.2.c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,224)

 

(1,224)

Exercise of share-based payment (Note 28.3.b)

-

 

49,930

 

(49,930)

 

-

 

-

 

-

 

-

 

-

 

-

Share-based payment

-

 

-

 

53,988

 

-

 

-

 

-

 

53,988

 

-

 

53,988

Effect of disposal and acquisition of interest in subsidiary (Note 26.6)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(30,839)

 

(30,839)

Dividends and interest on own capital

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(15,492)

 

(15,492)

Mandatory minimum dividends

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,838)

 

(3,838)

Absorption of loss with reserves (Note 26.2.b)

-

 

-

 

-

 

(7,197,972)

 

-

 

7,197,972

 

-

 

-

 

-

Effect of transaction between shareholders at subsidiary (Note 26)

-

 

-

 

-

 

(67,960)

 

-

 

-

 

(67,960)

 

(1,106)

 

(69,066)

Total distributions to shareholders, net

-

 

49,930

 

4,058

 

(7,265,932)

 

-

 

7,197,972

 

(13,972)

 

(43,137)

 

(57,109)

As of March 31, 2026

6,859,670

 

(52,876)

 

168,539

 

-

 

4,142,542

 

(19,850,111)

 

(8,732,236)

 

457,250

 

(8,274,986)

(*) Not covered by the auditor’s report

Notes are an integral part of the consolidated financial statements.

10


RAÍZEN S.A.


Consolidated statements of changes in shareholders’ equity (capital deficiency)
Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais - R$





2025 (*) (Unaudited)

 

Attributable to controlling shareholders

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

 

Share Capital

 

Treasury shares

 

Transactions with shareholders

 

Capital reserve

 

Accumulated other comprehensive income

 

Legal reserve

 

Tax incentive reserve

 

Retained profits

 

Accumulated deficit

 

Total

 

Interest of non-controlling shareholders

 

Total equity

As of March 31, 2024

6,859,670

 

(148,575)

 

135,857

 

10,227,070

 

3,006,397

 

197,097

 

602,254

 

499,635

 

-

 

21,379,405

 

746,159

 

22,125,564

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,256,528)

 

(4,256,528)

 

79,577

 

(4,176,951)

Share of equity of investees

-

 

-

 

-

 

-

 

(302,324)

 

-

 

-

 

-

 

-

 

(302,324)

 

38

 

(302,286)

Net loss with financial instruments designated as hedge accounting

-

 

-

 

-

 

-

 

(7,530)

 

-

 

-

 

-

 

-

 

(7,530)

 

-

 

(7,530)

Derecognition upon loss of control (Note 14.4)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

8,583

 

8,583

Effect of foreign currency translation

-

 

-

 

-

 

-

 

704,710

 

-

 

-

 

-

 

-

 

704,710

 

32,668

 

737,378

Total comprehensive income for the year

-

 

-

 

-

 

-

 

394,856

 

-

 

-

 

-

 

(4,256,528)

 

(3,861,672)

 

120,866

 

(3,740,806)

Distributions to shareholders, net 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increases (Notes 14.3 and 26.1.b)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

18,682

 

18,682

Exercise of share-based payment (Note 28.3)

-

 

45,769

 

(45,769)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Share-based payment (Note 28.3)

-

 

-

 

74,393

 

-

 

-

 

-

 

-

 

-

 

-

 

74,393

 

-

 

74,393

Business combination

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,646

 

6,646

Dividends and interest on own capital (Note 26.2.c)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(63,605)

 

(63,605)

Derecognition upon loss of control (Note 14.4)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(244,936)

 

(244,936)

Absorption of losses

-

 

-

 

-

 

(2,957,542)

 

-

 

(197,097)

 

(602,254)

 

(499,635)

 

4,256,528

 

-

 

-

 

-

Others

-

 

-

 

-

 

(3,596)

 

-

 

-

 

-

 

-

 

-

 

(3,596)

 

3,596

 

-

Total distributions to shareholders, net

-

 

45,769

 

28,624

 

(2,961,138)

 

-

 

(197,097)

 

(602,254)

 

(499,635)

 

4,256,528

 

70,797

 

(279,617)

 

(208,820)

As of March 31, 2025

6,859,670

 

(102,806)

 

164,481

 

7,265,932

 

3,401,253

 

-

 

-

 

-

 

-

 

17,588,530

 

587,408

 

18,175,938

(*) Not covered by the auditor’s report

Notes are an integral part of the consolidated financial statements.

11


RAÍZEN S.A.


Consolidated statements of changes in shareholders’ equity (capital deficiency)
Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais - R$







2024

 

Attributable to controlling shareholders

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

Retained earnings

 

 

 

 

 

 

 

 

 

Share Capital

 

Treasury shares

 

Transactions with shareholders

 

Capital reserve

 

Accumulated other comprehensive income

 

Legal reserve

 

Tax incentive reserve

 

Retained profits

 

Retained earnings

 

Total

 

Interest of non-controlling shareholders

 

Total equity

As of March 31, 2023

6,859,670

 

(194,236)

 

57,494

 

10,239,857

 

2,537,367

 

197,097

 

733,866

 

1,820,634

 

-

 

22,251,749

 

652,412

 

22,904,161

Comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

520,715

 

520,715

 

93,418

 

614,133

Share of equity of investees

-

 

-

 

-

 

-

 

559,134

 

-

 

-

 

-

 

-

 

559,134

 

-

 

559,134

Net loss with financial instruments designated as hedge accounting

-

 

-

 

-

 

-

 

(7,505)

 

-

 

-

 

-

 

-

 

(7,505)

 

-

 

(7,505)

Effect of foreign currency translation

-

 

-

 

-

 

-

 

(82,599)

 

-

 

-

 

-

 

-

 

(82,599)

 

(9,490)

 

(92,089)

Total comprehensive income for the year

-

 

-

 

-

 

-

 

469,030

 

-

 

-

 

-

 

520,715

 

989,745

 

83,928

 

1,073,673

Distributions to shareholders, net 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of share-based payment

-

 

45,661

 

(45,661)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Share-based payment

-

 

-

 

124,024

 

-

 

-

 

-

 

-

 

-

 

-

 

124,024

 

-

 

124,024

Business combination

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

23,010

 

23,010

Dividends and interest on own capital

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,869,838)

 

(103,488)

 

(1,973,326)

 

(26,393)

 

(1,999,719)

Effect of transaction between shareholders at subsidiary

-

 

-

 

-

 

(12,787)

 

-

 

-

 

-

 

-

 

-

 

(12,787)

 

12,787

 

-

Transfers between income reserves

-

 

-

 

-

 

-

 

-

 

-

 

(132,267)

 

132,267

 

-

 

-

 

-

 

-

Recognition of reserves

-

 

-

 

-

 

-

 

-

 

-

 

655

 

416,572

 

(417,227)

 

-

 

-

 

-

Others

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

415

 

415

Total distributions to shareholders, net

-

 

45,661

 

78,363

 

(12,787)

 

-

 

-

 

(131,612)

 

(1,320,999)

 

(520,715)

 

(1,862,089)

 

9,819

 

(1,852,270)

As of March 31, 2024

6,859,670

 

(148,575)

 

135,857

 

10,227,070

 

3,006,397

 

197,097

 

602,254

 

499,635

 

-

 

21,379,405

 

746,159

 

22,125,564

(*) Not covered by the auditor’s report

Notes are an integral part of the consolidated financial statements.

12

 

RAÍZEN S.A.
Consolidated statements of cash flows – Indirect method
Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais – R$

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Cash flows from operating activities




Income (loss) before income tax and social contribution

(20,496,247)

 

(3,146,250)

 

1,612,088

Adjustments:




Depreciation and amortization (Note 30.1)

9,669,021

 

9,352,208

 

9,205,235

Amortization of contract assets (Notes 13.2 and 29.2)

665,495

 

612,227

 

667,470

Change in the fair value and realization of loss or gain of biological assets fair value (Notes 9.3 and 30.1)

1,537,620

 

801,696

 

 (29,671)

Bargain purchase gain (Note 31)

(58,391)

 

(268,440)

 

(162,593)

Equity accounting result (Note 14.3)

181,626

 

204,827

 

252,430

Set up of provision for impairment of financial assets

-

 

19,587

 

-

(Reversal) set up of provision for impairment of investments (Notes 14.3 and 31)

(22,155)

 

54,274

 

-

Loss on write-off of goodwill and intangible assets (Note 31)

354,807

 

-

 

-

Set up of estimated loss on property, plant and equipment, intangible assets and estimated loss on taxes (Note 31)

7,675,598

 

470,413

 

110,927

Loss on impairment of property, plant and equipment and intangible assets(Note 31)

2,851,334

 

-

 

-

Gain on disposal of assets (Note 31)

(980,308)

 

-

 

-

Loss on the measurement of assets held for sale, net (Note 31)

1,570,642

 

-

 

-

Net interest, inflation adjustments and exchange variation

3,375,499

 

6,553,175

 

4,089,284

Change in fair value of financial instruments liabilities (Notes 11.2.b, 20.7 and 32)

361,967

 

(967,608)

 

79,492

Loss with derivative financial instruments, net

9,492,531

 

2,213,359

 

2,024,513

Loss on Decarbonization Credit (“CBIO”) transactions

247,026

 

625,929

 

906,955

Gain on PIS and COFINS tax credits on fuel, net

-

 

(1,819,019)

 

(1,465,726)

Recognition of extemporaneous tax credits, net of tax debits

(215,282)

 

(307,647)

 

(48,702)

Gain on reduction and termination of equity interests (Note 31)

(883,063)

 

(394,879)

 

-

Change in inventories’ fair value hedge (Note 8.3)

(382,050)

 

(30,763)

 

(9,903)

Others

673,216

 

(178,646)

 

(155,006)

Changes in assets and liabilities




Trade accounts receivable

1,419,257

 

2,101,757

 

(1,467,570)

Inventories

1,748,014

 

1,275,413

 

(1,308,040)

Purchase of CBIOs

(257,523)

 

(587,807)

 

(577,421)

Advances to suppliers

(593,390)

 

(181,319)

 

(154,117)

Restricted cash

(1,151,718)

 

128,638

 

1,170,863

Payments of assets from contracts with clients

(718,596)

 

(558,863)

 

(580,452)

Derivative financial instruments

(818,877)

 

(629,938)

 

(3,049,953)

Related parties

(251,137)

 

1,361,365

 

(5,383)

Suppliers

(2,970,756)

 

(1,471,973)

 

975,031

Agreements

(9,496,068)

 

(1,754,952)

 

1,622,582

Advances from clients

(3,652,593)

 

(4,861,274)

 

7,875,898

Recoverable and payable taxes, net

(1,284,558)

 

(1,545,630)

 

120,456

Payroll and related charges payable

13,414

 

(312,584)

 

92,000

Others, net

(1,028,105)

 

(71,206)

 

(58,023)

Payment of income tax and social contribution

(371,079)

 

(470,223)

 

(311,313)

Net cash (used in) generated by operating activities

(3,794,829)

 

6,215,847

 

21,421,351






(*) Not covered by the auditor’s report

Notes are an integral part of the consolidated financial statements.
13


RAÍZEN S.A.
Consolidated statements of cash flows – Indirect method
Years ended March 31, 2026, and 2025 and 2024 (Not covered by the auditor’s report)
In thousands of Reais – R$

Continuation

 

2026

 

2025 (*)

(Unaudited)

 

2024

Cash flows from investing activities

 

 

 

 

 

Sale (purchase) of marketable securities

309,846

 

(172,685)

 

(886,775)

Additions to investments (Note 14.3)

(22,909)

 

(298,948)

 

(111,458)

Payment upon acquisition of businesses, net of cash acquired

26,486

 

(230,082)

 

(110,656)

Additions to biological assets (Notes 9.3 and 36)

(1,830,663)

 

(2,065,121)

 

(1,954,864)

Additions to property, plant and equipment and intangible Assets

(6,379,310)

 

(9,392,054)

 

(10,121,296)

Cash reduction due to loss of shareholding control

-

 

(95,363)

 

-

Cash received on disposal of equity interests, net

3,648,078

 

465,696

 

42,114

Cash received on disposal of property, plant and equipment

153,443

 

348,377

 

305,435

Dividends received from associates

54,826

 

7,602

 

5,218

Loans granted to associates, net of receipts

(8,866)

 

(7,661)

 

(38,494)

Net cash generated by (used in) investing activities

(4,049,069)

 

(11,440,239)

 

(12,870,776)

Cash flows from financing activities




Net funding of Green Notes

-

 

9,565,934

 

7,363,395

Net funding of Senior Notes Due 2037

-

 

5,709,674

 

-

Partial repurchase of Senior Notes Due 2027

-

 

(901,550)

 

(1,927,104)

Funding from third-party loans and financing, net of expenses

30,939,413

 

19,460,591

 

20,069,513

Amortizations of principal of third-party loans and financing

(19,006,342)

 

(14,517,903)

 

(19,411,018)

Interest paid on third-party loans and financing

(4,119,307)

 

(3,181,586)

 

(3,289,215)

Derivative financial instruments

(3,865,622)

 

-

 

-

Amortizations of principal of third-party lease liabilities (Note 19.4)

(3,106,280)

 

(3,327,504)

 

(3,138,814)

Interest paid on third-party lease liabilities (Note 19.4)

(438,696)

 

(449,320)

 

-

Amortizations of principal of related-party lease liabilities (Note 11.2.f)

(257,595)

 

(347,183)

 

(320,829)

Interest paid on related-party lease liabilities (Note 11.2.f)

(36,670)

 

(48,171)

 

-

Intragroup pre-export financing (“PPE”) funding (Note 11.2.b)

-

 

-

 

-

Interest paid on intragroup PPE

-

 

-

 

-

Payment of dividends and interest on own capital (Note 26.2.c)

(17,093)

 

(173,973)

 

(1,827,555)

Capital contributions by non-controlling shareholders

956

 

2,405

 

-

Asset management, net – related parties (Note 11.2.a)

95,027

 

(94)

 

918

Interest payments, net – related parties (Note 11.2.a)

3,210

 

-

 

5,098

Net cash (used in) generated by financing activities

191,001

 

11,791,320

 

(2,475,611)

Effect of exchange rate differences on cash and cash equivalents

(651,508)

 

334,559

 

11,546

Increase (decrease) in cash and cash equivalents, net

(8,304,405)

 

6,901,487

 

6,086,510

Cash and cash equivalents at the beginning of the year (Note 5.2)

21,721,393

 

14,819,906

 

8,733,396

Cash and cash equivalents at the end of the year (Note 5.2)

13,416,988

 

21,721,393

 

14,819,906

(*) Not covered by the auditor’s report

Supplementary information to the cash flows is shown in Note 36.

Notes are an integral part of the consolidated financial statements.

14


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


1. Operations

Raízen S.A. (“Raízen”) is a publicly-held corporation with shares traded on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), under ticker “RAIZ4”. Raízen is a corporation established for an indefinite term, under Brazilian laws, headquartered at Avenida Afonso Arinos de Melo Franco, No. 222, Office building 2, room 321, Barra da Tijuca, in the city and state of Rio de Janeiro, Brazil. The Company is indirectly jointly controlled by Shell PLC (“Shell”), and Cosan S.A. (“Cosan”).

Raízen S.A. and its subsidiaries’ (collectively, the “Company”) main activities are: (i) distribution and sale of fossil and renewable fuels; (ii) production and sale of automotive and industrial lubricants; (iii) oil refining; (iv) development of technology on a global scale relating to the production of sugar, ethanol and new energy sources; (v) production, trading and sale of ethanol, sugar and bioenergy; (vi) development of projects for the generation of electric energy from renewable sources; and (vii) equity interest in other companies.

The planting of sugarcane (main source of raw material to produce ethanol, sugar and bioenergy) requires a period from 12 to 18 months for maturation. In addition, the harvest period usually begins between the months of April and May every year and ends, in general, between the months of November and December, the period in which ethanol, sugar and bioenergy production also takes place in the Company’s plants.

The sale of production takes place throughout the year and is subject to seasonal trends based on the sugarcane growth cycle in the region where it operates, as well as demand conditions in target markets, resulting in certain fluctuations in inventories and the supply of this raw material due to the impact of adverse weather conditions.

Due to its production cycle, the Company’s fiscal year begins on April 1 and ends on March 31 of each year.

1.1            Substantial doubt related to going concern


During the year ended March 31, 2026, the Company reported a loss of R$ 27,135,104, capital deficiency of R$ 8,274,986 and excess of current liabilities over current assets amounting to R$ 51,245,319. Additionally, there was significant consumption of free cash flow, a significant increase in financial leverage levels, and a downgrade of the Company’s corporate ratings by major national and international agencies (Note 4.13), as well as a breach of certain non-financial covenants, which resulted in the reclassification of the related debt to current liabilities, as further described in Note 20.8.. In addition, on March 11, 2026, the Company filed a request for out-of-court reorganization, the implementation of which is subject to the fulfillment of conditions precedent and the successful court ratification of the out-of-court reorganization plan, as disclosed in Note 1.1.1.

These factors indicate that substantial doubt exists about the Company’s ability to continue as a going concern.


15

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Management’s assessment of going concern

Since November 2024, the Company has been implementing initiatives aimed at organizational simplification, operational efficiency and optimization of the capital structure. These initiatives include portfolio rationalization, asset sales, and investment reductions, in addition to the restructuring of financial debts within the context of the out-of-court reorganization.

Management’s assessment of going concern considered, among other factors, (i) the maintenance of the Company’s regular operations; (ii) the execution of the divestment plan for non-strategic assets; and (iii) the implementation of the foreseen restructuring measures.

Management’s assessment of going concern considered events and circumstances known up to October 14, 2026, the date of approval of these financial statements.

Based on this assessment, management concluded that the going concern assumption remains appropriate for the preparation of the annual financial statements as of March 31, 2026, as provided for in International Accounting Standard (IAS) 1 – Presentation of Financial Statements.

1.1.1 Out-of-Court Reorganization Plan (“Plan”)

During the fiscal year ended March 31, 2026, the Company announced to the market that, following an assessment of economic and financial alternatives aimed at reducing leverage and addressing its capital structure, it had filed a request for out-of-court reorganization on March 11, 2026, pursuant to Law No. 11.101/05 (“LFR”).

On March 12, 2026, the Court of the 3rd Bankruptcy and Judicial Reorganization Division of the Judicial District of São Paulo granted the request to process the Plan of the Company and certain subsidiaries.

The court decision: (i) ratified the suspension, for a period of 180 days, of all lawsuits and enforcement proceedings against the Company regarding claims covered by the Plan, including the suspension of the enforceability of principal, interest, and other charges during that period; and (ii) granted a 90-day period for the Company to demonstrate that it had reached the quorum required for the court ratification of the Plan.

The Plan was structured by mutual agreement between Raízen and its principal unsecured financial creditors, with the aim of ensuring a stable, protected, and suitable legal environment for negotiating and implementing the restructuring of its financial debts.

The Plan is strictly financial in scope and does not cover debts and obligations owed by the Company and its subsidiaries to customers, suppliers, resellers, employees, and other business partners, parties essential to the conduct of operations, which remain in effect and continue to be honored in the ordinary course of business, in accordance with the respective contracts.

On June 5, 2026, pursuant to a Material Event disclosed on that date, the Company submitted its Plan within the scope of the aforementioned process; this plan secured the support of 75.45% of the creditors holding the covered unsecured financial claims, totaling R$ 64.7 billion, thereby meeting the requirements of Article 163 of the LFR.

On June 12, 2026, pursuant to a Notice to the Market released on that date, the Company announced that it had received and filed additional adherence, raising the level of support for the Plan to 80.15% of the restructured claims.

On July 30, 2026, the Plan was approved, supported by 81.6% of the unsecured financial creditors. The approval gave effect to the conditions renegotiated with the creditors covered by the Plan, strengthening the Company’s capital structure and liquidity position. The approval did not generate financial or accounting impacts on March 31, 2026, given that the Plan remains subject to the satisfaction of conditions precedent.


16

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

Key terms of the Plan

The key terms and conditions set forth in the Plan include, among others:


• A capital increase of up to R$ 3.5 billion upon completion of the transaction, at a price of R$ 0.25 per share, to be carried out by the shareholder Shell, and a potential additional capital injection of up to R$ 500 million to be carried out by Aguassanta Participações S.A.;


• Conversion of 45% of the restructured claims into equity interest, via Units composed of one common share and one preferred share, at an issuance price of R$ 0.50 per Unit (with a reference value of R$ 0.25 per share);


• Definition of new financial terms for the renegotiated debt, providing for remuneration: (i) based on the CDI (Interbank Deposit Certificate) rate plus a spread for local currency debt; and (ii) at fixed rates for foreign currency debt. The new terms provide for semi-annual interest payments, guarantees, and covenants typical of high-yield instruments;


• Extension of debt maturity dates to periods between 2032 and 2035, depending on the issuing entity;


• The option for the Company to prepay the restructured debt at its discretion, without the imposition of a premium;


• Maintenance of the Shell brand usage license agreement, subject to the renegotiation of certain terms; and


• For certain creditors, the plan offers alternatives of either (i) settlement involving discounts on the amounts owed or (ii) early cash payment, subject to an aggregate global limit of approximately R$ 150 million, as established in the terms of the Plan.


Conditions precedent

 

The conditions precedent for the implementation of the Plan are:


• Execution of a tax settlement agreement (as defined in item 1.1.1.4 of the Plan disclosed to the market) involving certain federal liabilities, as a condition precedent to the completion of the restructuring;


• Agreement on a divestment plan for non-strategic assets;


• Agreement regarding repayable obligations to shareholders; and 


• Corporate reorganization, including the separation of the Company into “Raízen Energia” and “Raízen Combustíveis”, with completion scheduled for December 31, 2027.


17

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


The said Plan remains subject to ratification by the court overseeing the out-of-court restructuring—subject to the statutory deadline for creditors to file any objections—as well as to the satisfaction of conditions precedent set forth in its terms.

Accordingly, the implementation of the Plan, including the estimated timeframe for its completion, remains subject to uncertainties and depends on the fulfillment of the established conditions precedent; the process may extend until March 31, 2027, as provided for in the restructuring documents.

The accounting impacts resulting from these terms will be recognized by the date of the Plan’s implementation.

Impacts on the financial statements

In this context, the financial statements reflect relevant and unusual impacts, including, among others:


• Reclassification to current liabilities of debts covered by the Plan and debts with cross-default clauses for which no waiver was obtained by the reporting date (Note 20);


• Recognition of financial expenses related to the accelerated amortization of transaction costs and financial charges (Note 32);


• Recognition of monetary and exchange rate variations on certain financial liabilities associated with the settlement of derivative positions included in the Plan (Note 32); and


• Recognition of effects arising from the termination of hedge accounting transactions (Note 4.11).


Judgment regarding substantial doubt related to going concern

The events and conditions described above indicate the existence of substantial doubt, which may raise significant doubt as to the Company’s ability to continue as a going concern, since the realization of the going concern assumption depends substantially on the success of management’s plans, the outcomes of which do not depend entirely on the Company.

For the fiscal year ended March 31, 2026, the Company reviewed the judgments applied to the relevant assumptions used in the impairment tests for certain assets and recognized additional provisions for impairment of non-financial assets, including property, plant and equipment, goodwill, and deferred taxes (Notes 15, 16, 21, and 31), as well as provisions for losses on the realization of tax credits (Note 10).

This conclusion is subject to periodic reassessment as there is greater clarity regarding the implementation of the Plan, the execution of which depends on the fulfillment of conditions precedent scheduled for completion by March 31, 2027

18

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


1.2 Main transactions during the year ended March 31, 2026

(a) Business portfolio recycling

In the year ended March 31, 2026, the Company advanced its business portfolio recycling initiatives, focusing on optimizing its capital structure. In this context, the sales of Raízen Power Comercializadora de Energia Ltda. and Raízen GD Ltda. were completed.

Also this year, the sales of the Leme, Santa Elisa (specifically assets and agricultural contracts), Passatempo, Rio Brilhante and Continental plants, as well as certain distributed generation (“GD”) plants, were completed.

The details of these transactions are described in Notes 12 and 31.

(b) Impairment of assets

In the year ended March 31, 2026, the Company tested its assets for impairment, as set forth in the applicable accounting standards, which resulted in the recognition of a provision for impairment of certain tangible and intangible assets.

The details of these transactions are described in Notes 10, 15, 16 and 31.

(c)  Deferred tax assets

Due to the substantial doubt related to going concern, the Company reassessed the recoverability of the deferred tax assets and set up a 100% provision for losses, as detailed in Note 21.5.

(d)  Termination of corporate partnership

On September 4, 2025, the Company and Femsa Comercio S.A. de C.V. (“FEMSA”) mutually agreed to terminate the partnership established in 2019 through the joint venture Rede Integrada de Lojas de Conveniência e Proximidade S.A. (“Grupo Nós”).

The termination was structured through an exchange of equity interests, without payment between the parties, whereby Raízen will receive 1,256 Shell Select and Shell Café convenience stores, and FEMSA, 611 OXXO markets.

On February 1, 2026, the Company completed the operation for terminating the joint venture Grupo Nós. The preliminary details of this transaction are described in Note 14.7.

19


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


2. Material accounting policies

2.1 Basis of preparation

The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations (collectively, “IFRS Accounting Standards”).

These consolidated financial statements were authorized for issue by the Board of Directors of Raízen on October 14, 2026.

2.2 Basis of measurement

The financial statements were prepared on a historical cost basis, except, when applicable, for the valuation of certain assets and liabilities, such as short-term investments, biological assets and financial instruments (including derivative instruments), which are measured at fair value. Assets and liabilities held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

2.3 Functional and presentation currency

These financial statements are presented in Brazilian reais (R$), which is the functional currency of the Company and its subsidiaries operating in Brazil. The functional currency of subsidiaries operating in the international economic environment is the US Dollar (US$), except for its former subsidiary Raízen Paraguay S.A. (“Raízen Paraguay”), which has the Paraguayan Guarani (GS) as its functional currency, and is no longer consolidated by Raízen as from December 1, 2024 (Note 14.4). All balances were rounded to the nearest thousand, unless otherwise stated.

The financial statements of each subsidiary included in the Company’s consolidation, as well as those used as a basis for investments measured by the equity method, are prepared based on the functional currency of each entity. For subsidiaries based abroad, their assets and liabilities were converted into Reais at the exchange rate at the end of the year and the results were calculated at the average monthly rate during the year. The effects of the translation to Reais are recorded in the Company’s equity, in other comprehensive income (Effect of foreign currency translation.)

2.4 Significant accounting judgments, estimates and assumptions

The preparation of the Company’s financial statements requires that management make judgments and estimates and adopt assumptions that affect the amounts disclosed referring to revenues, expenses, assets and liabilities as of the financial statements reporting date. These estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any subsequent years affected.

If there is a significant change in the facts and circumstances on which the assumptions and estimates are based, there may be a material impact on the results and financial position of the Company and its subsidiaries.

The accounting estimates and critical accounting assumptions, as well as critical judgments in the application of accounting policies that require a greater level of judgment or complexity in their application are mentioned below:


• Going concern (Note 1.1);


• Fair value of financial instruments (Note 4.1);


• Biological assets (Note 9.2);


• Impairment of non-financial assets (Note 16.2);


• Lease liabilities (Note 19.2);


• Income tax, social contribution, other taxes payable and deferred taxes (Note 21.2); and


• Provision for legal disputes (Note 24.2).


20


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


2.5 Basis of consolidation

The financial statements include financial information on Raízen and its direct and indirect subsidiaries, which are listed below:

 

 


2026


 


2025

Direct


Indirect


Direct


Indirect

Fuel distribution – Brazil

 


 


 


 

Blueway Trading Importação e Exportação S.A. (“Blueway”)

100%


-


100%


-

Neolubes Indústria de Lubrificantes Ltda. (“Neolubes”) (10)

-


-


-


100%

Raízen Serviços e Participações S.A. (“Raízen Serviços e Participações”)

100%


-


100%


-

Petróleo Sabbá S.A. (“Sabbá”)

80%


-


80%


-

Raízen Mime Combustíveis S.A. (“Raízen Mime”)

76%


-


76%


-

Centroeste Distribuição de Derivados de Petróleo S.A. (“Centroeste Distribuição”)

89%


-


89%


-

Sabor Raíz Alimentação S.A. (13)

-


-


69%


-

Raízen Trading DMCC

100%


-


100%


-

Rede Integrada Sul de Conveniências Ltda. (“Rede Integrada Sul”) (11)

91%


-


-


-

Rede Integrada Centro Norte e Nordeste de Conveniências Ltda. (“Rede Integrada Norte e Nordeste”) (11)

96%


-


-


-

RZ Gestão de Conveniência e Serviços Ltda.

100%


-


-


-

RZ Conveniências Brasil Ltda.

100%


-


-


-

Fuel distribution – Argentina

 


 


 


 

Raízen Argentina S.A. (12)

-


100%


100%


-

Raízen Energina S.A. (12)

-


100%


95%


5%

Deheza S.A. (12)

-


100%


-


100%

Estación Lima S.A. (12)

-


100%


-


100%

ESB

Raízen Energia S.A. (“RESA”)

100%


-


100%


-

Benálcool Açúcar e Álcool Ltda.

-


100%


-


100%

Bioenergia Araraquara Ltda. (“Bio Araraquara”) (5)

-


-


-


100%

Bioenergia Barra Ltda. (“Bio Barra”)

-


100%


-


100%

Bioenergia Caarapó Ltda.

-


100%


-


100%

Bioenergia Costa Pinto Ltda. (“Bio Costa Pinto”) (5)

-


-


-


100%

Bioenergia Gasa S.A.

-


100%


-


100%

Bioenergia Jataí Ltda. (“Bio Jataí”) (5)

-


-


-


100%

Bioenergia Maracaí Ltda.

-


100%


-


100%

Bioenergia Rafard Ltda. (“Bio Rafard”) (5)

-


-


-


100%

Bioenergia Serra Ltda. (“Bio Serra”) (5)

-


-


-


100%

Bioenergia Tarumã Ltda.

-


100%


-


100%

Bioenergia Univalem Ltda. (“Bio Univalem”) (5)

-


-


-


100%

Raízen Ásia PTe Ltd.

-


100%


-


100%

Raízen Biomassa S.A.

-


82%


-


82%

Raízen Biotecnologia S.A.

-


100%


-


100%

Raízen Caarapó Açúcar e Álcool Ltda.

-


100%


-


100%

Raízen Fuels Finance S.A. (“Raízen Fuels”)

-


100%


-


100%

Raízen GD Ltda. (4)

-


100%


-


100%

Raízen International Universal Corp.

-


100%


-


100%

Raízen North America, Inc.

-


100%


-


100%

Raízen Trading Colombia S.A.S.

-


100%


-


100%


21


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 




Continuation

 

2026


2025

 

Direct


Indirect


Direct

 Indirect

Raízen Trading LLP (“Raízen Trading”)

 -


 100%


-

 100%

Raízen Trading Netherlands BV

-


100%


-

100%

Raízen Trading S.A.

-


100%


-

100%

Ethos Ergon Global Holdings PTE Ltd.

-


100%


-

100%

Ethos Sustainable Solutions PTE Ltd.

-


100%


-

100%

Raízen-Geo Biogás S.A. (“Biogás”)

-


92%


-

92%

Raízen-Geo Biogás Barra Ltda. (2)

-


-


-

100%

Raízen-Geo Biogás Univalem Ltda. (2)

-


-


-

100%

Raízen Comercializadora de Gás Ltda.

-


100%


-

100%

RWXE Participações S.A.

-


100%


-

100%

RZ Agrícola Caarapó Ltda.

-


100%


-

100%

Raízen Power Comercializadora de Energia Ltda. (“Raízen Power”) (4)

-


100%


-

100%

Raízen-Geo Biogás Costa Pinto Ltda.

-


100%


-

100%

Raízen GD Next Participações S.A. (5)

-


-


-

100%

Raízen Energia Rio S.A. (3)

-


-


-

100%

Raízen Serviços de O&M Ltda. (3)

-


-


-

100%

Bio Raízen Energia S.A. (3)

-


-


-

100%

Bio Raízen Locações de Máquinas e Equipamentos Industriais Ltda. (3)

-


-


-

100%

Bio Raízen Consultoria em Engenharia Elétrica Ltda. (3)

-


-


-

100%

CGB Santos Energia Ltda.

-


100%


-

100%

Raízen Microgeração Solar Ltda. (3)

-


-


-

100%

CGS Piancó Ltda. (3)

-


-


-

100%

Raízen Gera Desenvolvedora S.A. (3)

-


-


-

51%

Raízen Centro-Sul S.A.

-


100%


-

100%

Raízen Centro-Sul Paulista S.A.

-


100%


-

100%

Raízen Centro-Sul Comercializadora S.A. (5)

-


-


-

100%

Geração Bioeletricidade Santa Cândida I S.A. (“Santa Cândida I”)

-


100%


-

100%

Geração Bioeletricidade Santa Cândida II S.A. (“Santa Cândida II”) (5)

-


-


-

100%

Raízen Comercializadora de Energia Ltda.

-


100%


-

100%

Bioenergia Gasa Holding S.A. (“Bio Gasa Holding”)

-


53%


-

53%

Dunamis Projetos de Energia Fotovoltaica SPE S.A. (“Dunamis”) (4)

-


1%


-

1%

Tâmara Energia e Participações S.A. (“Tâmara”) (4)

-


100%


-

-

UFV Brasília DF GD Ltda. (4)

-


100%


-

100%

RGD Solar Desenvolvimento Ltda. (3)

-


-


-

100%

CGB Alagoas Energia S.A. (3)

-


-


-

60%

RGD Biogás Cachoeiro de Itapemirim Ltda. (3)

-


-


-

100%

RGD Biogás Desenvolvimento Ltda. (3)

-


-


-

100%

CGS Alagoas Energia Ltda. (7)

-


55%


-

55%

CGH Cachoeira da Fábrica Ltda. (3)

-


-


-

100%

RGD Bioenergia S.A. (5)

-


-


-

67%

 

22


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated









Continuation

 

 


2026


 


2025

Direct


Indirect


Direct


Indirect

RGD Serviços de O&M Ltda. (3) -
-
-
100%
Bio Polaris Energia Locações de Máquinas e Equipamentos Industriais III Ltda. (7) -

 100%

-

-
Polaris IV Energia Ltda. (7) -
100%
-
-
Polaris V Energia Ltda. (7) -

 100%
-

-

 Polaris VI Energia Ltda. (7)

 -


 100%


-


 -

Polaris VIII Energia Ltda. (7)

-


100%


-


-

Polaris IX Energia Ltda. (7)

-


100%


-


-

Polaris XI Energia Ltda. (7)

-


100%


-


-

UFV Aurora 1 (3)

-


-


-


100%

UFV Aurora 2 Ltda. (7)

-


100%


-


100%

UFV Aurora 3 (3)

-


-


-


100%

UFV Aurora 4 (3)

-


-


-


100%

UFV Aurora 5 Ltda.

-


100%


-


100%

UFV Aurora 6 (3)

-


-


-


100%

UFV Aurora 7 Ltda. (7)

-


100%


-


-

UFV Aurora 8 Ltda. (7)

-


100%


-


-

UFV Santa Adélia SP GD Ltda. (3)

-


-


-


100%

UFV Senador Elói RN GD Ltda. (7)

-


100%


-


100%

UFV São Mateus ES GD Ltda. (formerly UFV São Luis do Curu 2 CE GD Ltda.) (7)

-


100%


-


100%

UFV Ibiapina CE GD Ltda. (7)

-


-


-


100%

UFV São Gonçalo CE GD Ltda. (7)

-


100%


-


100%

UFV Arcoverde PE GD Ltda. (7)

-


100%


-


100%

Raízen E2G Solution S.A. (9)

-


-


-


100%

UFV Passira PE GD Ltda. (7) -
100%
-
100%

UFV Cabeceiras GO GD Ltda. (formerly UFV Buriti dos Lopes Pl GD Ltda. (7)

-


100%


-


100%

UFV Marataizes ES GD Ltda. (3)

-


-


-


100%

UFV São Manoel SP GD Ltda. (3)

-


-


-


100%

UFV Guararapes SP GD Ltda. (7)

-


100%


-


100%

UFV Dom Marcolino RN GD Ltda. (formerly UFV Candiba BA GD Ltda.) (7)

-


100%


-


100%

UFV Penedo AL GD Ltda. (7)

-


100%


-


-

UFV Paudalho PE GD Ltda. (3)

-


-


-


100%

UFV Caxambu SP GD Ltda. (7)

-


100%


-


-

UFV Cristalina GO GD Ltda. (7)

-


100%


-


-

UUFV Valença RJ GD Ltda. (7)

-


100%


-


-

UFV Cotia SP GD Ltda. (7)

-


100%


-


-

 
23


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated









Continuation

 

 


2026


 


2025

Direct


Indirect


Direct


Indirect

Conceição do Araguaia PA GD Ltda.

-


100%


-


-

UFV Embu-Guacu SP GD Ltda. (7)

-


100%


-


-

UFV Euclides da Cunha BA GD Ltda. (7)

-


100%


-


-

UFV Novo Repartimento PA GD Ltda. (7)

-


100%


-


-

UFV Quatis RJ GD Ltda. (7)

-


100%


-


-

UFV Riolandia SP GD Ltda. (7)

-


100%


-


-

UFV Cachoeira BA GD Ltda. (7)

-


100%


-


-

UFV Feira de Santana BA GD Ltda. (7)

-


100%


-


-

UFV Artur Nogueira SP GD Ltda. (7)

-


100%


-


-

Raízen Soba Agroindustrial Ltda.

-


100%


-


-

Raízen GD Ativos Ltda.

-


100%


-


-

Raízen Argentina S.A. (“Raízen Argentina”) (6)

-


100%


-


-

Raízen Energia S.A. (6)

-


95%


-


-

Deheza S.A. (6)

-


100%


-


-

Estación Lima S.A. (6)

-


100%


-


-

Raízen Egito Agrícola 8 Ltda. (6)

 -


 100%


 -


 -

GOSOLAR UFV I SPE S.A. (8)

-


67%


-


67%

GOSOLAR UFV IV SPE S.A. (7)

-


67%


-


67%

HP2 SOLAR SPE S.A.

-


67%


-


67%

RCL3X FIAGRO – Direitos Creditórios Responsabilidade Limitada (“FIAGRO”) (1)

-


100%


-


22%

Other segments

 


 


 


 

Payly Holding Ltda. (“Payly”)

100%


-


100%


 

Payly Instituição de Pagamento S.A.

-


100%


-


100%


24


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

(1)  The Company holds economic control due to its significant exposure to the risks and benefits generated by the fund’s activities, which is why the assets and liabilities were fully consolidated, eliminating balances and transactions between unitholders and the fund. The consolidation reflects the economic substance of the structure, even though the fund maintains its legal individuality.
(2) On July 31, 2025, Raízen-Geo Biogás Barra Ltda. and Raízen-Geo Biogás Univalem Ltda. were dissolved by the decision of their sole shareholder Biogás; since their constitution, these companies had not conducted any activities and the shareholder does not intend to operate them in the future.
(3)  Equity interests related to GD assets, which were sold during the year.
(4)  During the year ended March 31, 2026, the direct subsidiary RESA obtained direct interest in the entities.
(5) During the year ended March 31, 2026, Bio Araraquara, Bio Rafard, Bio Serra, Bio Costa Pinto, Bio Jataí, Bio Univalem, Santa Cândida II and Raízen Centro-Sul Comercializadora S.A. were merged into the direct subsidiary RESA, and Raízen GD Next Participações S.A. was merged into Bio Barra.
(6) Equity interests transferred to the direct subsidiary through the partial spin-off of the Company (Note 14.5).
(7) Entities incorporated to support the divestment process of the GD business and portfolio recycling.
(9)

During the year ended March 31, 2026, the direct subsidiary RESA obtained a 37.28% interest in the entity.

(10) Equity interest related to Raízen E2G Solution S.A., which was sold in the year.
(11) On March 1, 2026, the company was merged into direct subsidiary Blueway.
(12)  In the year ended March 31, 2026, subsidiaries Rede Integrada Sul and Rede Integrada Norte e Nordeste became direct investments of the Company due to the process of reduction of equity interest in Grupo Nós (Note 1.2.e)
(13)  Equity interests transferred to direct subsidiary RESA through the Company’s partial spin-off process (Note 14.5).
(14)  On March 17, 2026, the entity was dissolved.

 

Investments in subsidiaries are fully consolidated from the date the control was obtained and continue to be consolidated until the date that control ceases to exist.

 

The financial statements of the subsidiaries are prepared on the same reporting date as Raízen, except for Dunamis and Tâmara (one-month lag). Accounting policies are used consistently and, when necessary, adjustments are made to align accounting policies with those adopted by the Company.


Balances and transactions arising from operations between direct and indirect subsidiaries, such as income, expenses and unrealized income (loss) are fully eliminated.


25


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


2.6 Summary of material accounting policies

 

The material accounting policies were consistently applied to all the years presented in these financial statements and are presented and summarized in the respective note, except those described below:


(a) Transactions in foreign currency

 

Foreign currency transactions are initially recognized by the Company’s entities at the functional currency in effect on the transaction date or on the valuation dates, when the items are remeasured.

Monetary assets and liabilities denominated in foreign currency are translated into R$ using the exchange rate in effect on the date of the respective statement of financial position, and foreign exchange gains and losses resulting from settlement of these transactions and from translation using the exchange rates at the year-end are recognized in the statement of income under “Financial results”, except when qualified as hedge accounting and, therefore, recognized in equity under “Equity adjustments”.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the initial transaction date. Non-monetary items measured at fair value in a foreign currency, if any, are translated using the exchange rates prevailing on the date when the fair value was determined.

Goodwill and fair value adjustments arising from the acquisition of an entity abroad (entities with a functional currency different from the parent company Raízen) are treated as assets and liabilities of the entity abroad and converted at the closing rate, and the adjustments resulting from the conversion are also recognized in equity under “Equity adjustments” as effect of foreign currency translation.

(b) Impairment of non-financial assets

 

The Company and its subsidiaries assess on an annual basis, and whenever there are indications of a decline in value, the existence of indicators of impairment of assets. If indications are identified, the Company estimates the asset’s recoverable amount. The recoverable amount of an asset is the higher of: (a) its fair value less costs that would be incurred to sell it; and (b) its value in use. When necessary, the value in use is usually determined based on the discounted cash flow resulting from the continuous use of the asset until the end of its useful life.


Regardless of the existence of indications of impairment, goodwill and intangible assets with an indefinite useful life, if any, are tested for impairment annually.


When the carrying amount of an asset exceeds its recoverable amount, the loss is recognized as an operating expense in the statement of income.


26


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(c) Financial instruments – initial recognition and subsequent measurement

(i)  Financial assets Measurement


Measurement


Upon initial recognition, a financial asset is classified as measured: (i) at amortized cost; (ii) at fair value through other comprehensive income; or (iii) at fair value through profit or loss. Reclassification between classes occurs when there is a change in the business model for the management of financial assets and liabilities.

A financial asset is measured at amortized cost if it meets both of the following conditions: (i) it is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and (ii) its contractual terms give rise, at specified dates, to cash flows that are related to the payment of principal and interest on the principal amount outstanding.

A financial asset is measured at fair value through other comprehensive income if it meets both of the following conditions: (i) the objective is both the receipt of contractual cash flows and the sale of financial assets; and (ii) the contractual terms give rise, at specified dates, to cash flows that are Solely Payment of Principal and Interest (SPPI) on the principal amount outstanding.

All financial assets designated as measured at fair value and those not classified as measured at amortized cost or at fair value through other comprehensive income, as described above, are classified as at fair value through profit or loss. Financial assets held for trading or managed with performance assessed based on fair value are measured at fair value through profit or loss.

Business model evaluation

The Company conducts an assessment of the business model applied in the management of its financial assets to obtain the contractual cash flows. The information considered includes: (i)  the policies and objectives set for the portfolio, that is, identifying whether management’s strategy focuses on obtaining contractual interest income, maintaining a certain interest rate profile, the correspondence between the duration of financial assets and the duration of related liabilities or expected cash outflows, or the realization of cash flows through the sale of assets; (ii)  how the portfolio’s performance is assessed and reported to the Company management; (iii)  the risks that affect the performance of the business model (and the financial asset held in that business model) and the way those risks are managed; (iv) how the business executives are compensated – for example, if the compensation is based on the fair value of the assets managed or on the contractual cash flows obtained; and (v) the frequency, volume and timing of sales of financial assets in previous years, the reasons for such sales and expectations regarding future sales.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales, in a manner consistent with the continuous recognition of the Company’s assets.

Evaluation whether contractual cash flows are solely payments of principal and interest (SPPI)

The Company considers the contractual terms of the instrument to assess whether the contractual cash flows are SPPI.

This includes the analysis of a contractual term that could change the timing or the value of the contractual cash flows so that it would not meet this condition. When making this analysis, the Company considers: (i) contingent events that change the amount or timing of cash flows; (ii) terms that can adjust the contractual rate, including variable rates; (iii) prepayment and extension of the term; and (iv) the terms that limit the Company’s access to cash flows from specific assets (for example, based on the performance of an asset).

For purposes of assessment of contractual cash flows, “principal” is defined as the fair value of the financial asset at initial recognition. “Interest” is substantially defined as a consideration for the time value of money and the credit risk associated with the principal outstanding over a given period of time and the other basic risks and costs of borrowing (for example, liquidity risk and administrative costs), as well as a profit margin.

27


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Impairment of financial assets

For the evaluation and measurement of expected credit losses, an expected loss matrix is adopted as a practical expedient that considers the grouping of clients with similar default characteristics, sales channel and rating (client risk classification, measured internally).

The Company applies the expected credit loss model to financial assets measured at amortized cost, contract assets and debt instruments measured at fair value through other comprehensive income.

(ii) Financial liabilities

 

These are measured at amortized cost and fair value through profit or loss, comprising, in the case of the Company, mostly loans and financing, balances payable to suppliers and related parties, and derivative financial instruments.


Interest payments on loans and financing, from third parties and related parties, are classified as cash flow from financing activities.

 

(iii) Offset of financial instruments – net presentation

 

Financial assets and liabilities are presented net in the statement of financial position if, and only if, there is an enforceable legal right to offset the recognized amounts, and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.


(iv) Derecognition (write-off)

 

A financial asset is derecognized when: (i) the rights to receive cash flows from the asset expire; and (ii) the Company transfers its rights to receive cash flows from the asset or assumes an obligation to fully pay the cash flows received to a third party under a “pass-through” agreement.

The effective transfer of the rights to receive cash flows from an asset is achieved when: (a) the Company transfers substantially all the risks and rewards of the asset, or (b) the Company neither transfers nor retains substantially all the risks and rewards relating to the asset, but transfers control thereover.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales. For these cases, the recognition of the transferred asset is conducted to the extent of the Company’s continuous involvement with these instruments.

A financial liability is written off when the obligation under the liability is extinguished, which means when the obligation specified in the contract is settled, canceled or expires. In addition, if an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

28


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(v)Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement


The Company uses derivative financial instruments, such as currency forward contracts, commodity forward contracts, options and swaps to hedge against the risk of changes in exchange rates, interest rates, price rates and commodity prices rates. These financial instruments are initially recognized at fair value on the date when the instrument is executed and are subsequently also revalued at fair value.

When the fair value at initial recognition differs from the transaction price, the difference is recognized immediately in profit or loss if observable market data are used in its measurement; in other cases, it is deferred and recognized in profit or loss as market factors, including the time factor, justify its recognition.

Any gains or losses resulting from changes in the fair value of derivatives not designated as hedge accounting during the year are recognized directly in the statement of income, in the case of instruments related to operating transactions, in operating accounts (for example:revenue, cost, expenses) and, in the case of instruments related to financial operations, as financial income (expenses). For instruments designated as cash flow hedge, gains and losses arising from changes in the fair value of derivatives are recognized directly in equity, under “Equity adjustments”.

Hedge accounting

The following classifications apply for hedge accounting purposes: (i) fair value hedge by hedging against exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, as well as the component of any of these items that is attributable to a specific risk and may affect income or loss; (ii) cash flow hedge by hedging against changes in cash flows that are attributable to a specific risk associated with a recognized asset or liability or a highly probable forecast transaction, or firm commitment, that may affect income or loss; or (iii) net investment hedge in a foreign operation in a foreign operating unit.

Upon designation, the Company formally classifies and documents the hedging relationship. The documentation substantially includes: (i) identification of the hedging instrument; (ii) the hedged item or hedged transaction; (iii) the nature of the hedged risk; (iv) statement confirming that the transaction is within management’s policies and practices; (v) statement confirming the correlation of the hedging instrument for the purpose of offsetting the exposure to the change in the fair value of the hedged item or cash flows related to the hedged risk; (vi)    the highly probable nature of the forecast hedged transaction as well as the forecast periods of transfer of gains or losses arising from hedging instruments from equity to income or loss and the management’s risk management objective and strategy; (vii) criteria for evaluating the effect of credit risk on the hedging relationship; and (viii) metrics for determining effectiveness, as well as possible sources of ineffectiveness.

The Company has formal designations for hedge accounting for the following structures:

• Cash flow hedge

The effective portion of the gain or loss of the hedging instrument is recognized directly in equity, under “Equity adjustments”, while the ineffective portion is recognized immediately in income or loss for the year.

The amounts recorded in other comprehensive income are transferred to the statement of income when the hedged transaction affects income or loss, for example, when the hedged income or expense is recognized or when a forecast sale occurs. When the hedged item is the cost of a nonfinancial asset or liability, the amounts recorded in equity are transferred to the initial carrying amount of such asset or liability. If occurrence of the forecast transaction or firm commitment is no longer expected, the amounts previously recognized in equity are transferred to the statement of income. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its classification as hedge is revoked, gains or losses previously recognized in comprehensive income remain in equity until the forecast transaction or firm commitment affects income or loss. The cash flow hedging relationships of highly probable future exports or imports are considered to be continuous hedging relationships and qualify for hedge accounting.

29


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


• Fair value hedge of certain financial liabilities


The carrying amount of debt designated in a fair value hedge relationship is adjusted to include changes in the fair value of the hedged risk, with the objective of eliminating or significantly reducing inconsistencies in measurement that would otherwise result in the recognition of gains and losses on loans and financing on different bases.

The corresponding entry to fair value hedge adjustments on loans and financing is recognized in the “Financial result” line item, as “Fair value of financial instruments liabilities” and is classified in the “Financial Income” or “Financial Expenses” group.

When the structure is discontinued, any adjustment resulting from the fair value measurement of the hedged risk must be amortized in profit or loss.

• Fair value hedge – inventories

 

The parent company Raízen designates inventories of by-products with pegged derivatives at fair value, as detailed in Notes 4.6 and 8.


Evaluation of effectiveness tests

 

There is an economic relationship between the hedged items and the hedging instruments, since the instruments are contracted with the same characteristics as the operations designated as the hedged items. The Company established a 1:1 coverage ratio for the relationships designated for hedge accounting. This parameter was defined considering that the underlying risk of the hedging instruments is similar to the hedged risks.

To evaluate the effectiveness of the hedge, the Company uses the hypothetical derivative method for cash flow hedge structures and analysis of critical terms for fair value hedge structures, comparing changes in fair value of hedging instruments with changes in fair value of hedged items attributable to hedged risks.

The sources of hedge ineffectiveness can be from: (i) differences in timing of cash flows from hedged items and from hedging instruments, (ii) different indices (and, consequently, different curves) associated with the hedged risk of hedged items and hedging instruments, and (iii) changes in expected quantity/volume of cash flows from hedged items and from hedging instruments.

(d) Provisions

Provisions are recognized when: (i) the Company has a present legal, including constructive obligation as a result of past events; (ii) it is likely that an outflow of funds will be required to settle the obligation; and (iii) amounts may be reliably estimated.

 

(e) Environmental issues

 

The Company records a provision for loss on environmental expenses, under Other liabilities, to the extent that it is necessary to conduct environmental remediation of the damage caused.


30


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(f) CBIOs generated (originating entity model)

 

For the purposes of Brazilian Technical Guidance OCPC 10 – Carbon Credits (tCO2e), Emission Allowances and Decarbonization Credits (CBIOs), issued by the Brazilian Accounting Pronouncements Committee (“CPC”), RESA has been classified as an entity that originates CBIOs due to its production of biofuels with lower carbon intensity, in accordance with the requirements of the RenovaBio Program (Law No. 13,576/2017). In this context, RESA generates CBIOs based on the certification of its production; these credits can be traded on an active market.

The generated CBIOs are recognized as inventory (Note 8) at the time of their registration by the competent regulatory body (ANP – National Agency of Petroleum, Natural Gas and Biofuels).

Upon initial recognition, CBIOs are measured at fair value, determined based on the average market price on the day prior to registration, net of estimated selling expenses.

After initial recognition, CBIOs are measured at the lower of cost and net realizable value, in accordance with IAS 2 – Inventories.

Derecognition occurs at the time of sale, when the corresponding inventory is realized against profit or loss, in accordance with the revenue recognition criteria set forth in IFRS 15 – Revenue from Contracts with Customers.

(g) CBIOs acquired for retirement (end-user model)

Acquired CBIOs are recognized as intangible assets until the time of their retirement, as they represent instruments intended to meet the Company’s regulatory obligations.

Acquired CBIOs are measured at acquisition cost.

Upon the retirement of the credits, the respective amounts are recognized in profit or loss as cost of goods sold, consistent with the purpose of regulatory compliance.

In the absence of specific guidance under IFRS Accounting Standards for CBIOs, the application of Brazilian Technical Guidance OCPC 10 involves judgment by management, particularly regarding: the classification of CBIOs, whether generated or acquired, as inventory; and the understanding that the corresponding entry to the initial recognition of generated CBIOs represents a government grant, in accordance with IAS 20.

The accounting policy adequately reflects the economic substance of CBIO-related transactions and is consistent with the principles of applicable accounting standards, including IAS 20, IAS 2, and IFRS 15.

Management continuously monitors market price volatility for CBIOs, which can impact the net realizable value of inventory as well as the cost of meeting regulatory obligations, potentially affecting the Company’s future results.

 

2.7 Impact of the new IFRS Accounting Standards and IFRIC on the financial statements

The following amendments and improvements to standards were adopted for the first time by Raízen for the year beginning on April 1, 2025:

Amendment to IAS 21 – Lack of Exchangeability: This amendment provides guidance regarding the accounting treatment and disclosures required when a currency is not exchangeable into another currency. The amendment applies to fiscal years beginning on or after January 1, 2025, and for the Company, from April 1, 2025. Management has assessed the effects of applying this amendment and concluded that there have been no significant impacts on the Company’s financial statements.

31


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


2.8 New IFRS Accounting Standards and IFRIC Interpretations (IFRS Interpretations Committee) applicable to financial statements

The following amendments to standards have been issued by the IASB but are not yet effective for the year ended March 31, 2026. The Company decided not to adopt early any other standards, interpretations or amendments that have been issued, but are not yet effective.

Issuance of IFRS 18 – Presentation and disclosure in financial statements: This new accounting standard will replace IAS 1 – “Presentation of Financial Statements”, introducing new requirements that will help achieve comparability of financial performance among similar entities and provide users with more relevant information and greater transparency. Although IFRS 18 does not impact the recognition or measurement of items in the financial statements, its impact on presentation and disclosure is expected to be widespread, particularly regarding the statement of financial performance and the provision of management-defined performance measures within the financial statements. Management is currently evaluating the detailed implications of applying the new standard to the Company’s financial statements. Based on a preliminary assessment, the following potential impacts have been identified:

  • Although the adoption of IFRS 18 does not impact the Company’s net income, the grouping of income and expense items into the new categories within the statement of profit or loss is expected to affect how operating profit is calculated and reported.
  • The line items presented in the primary financial statements may change as a result of applying the enhanced principles regarding aggregation and disaggregation. Furthermore, since goodwill is required to be presented separately in the statement of financial position, the Company will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position.
  • The Company does not expect significant changes to the information currently disclosed in the notes to the financial statements, as the requirement to disclose material information remains unchanged; however, the way information is grouped may change due to aggregation/disaggregation principles. Furthermore, significant new disclosures will be required regarding: (i) management-defined performance measures; (ii) a breakdown of the nature of certain expense line items presented by function within the operating category of the statement of profit or loss; and (iii) for the first year of IFRS 18 application, a reconciliation for each line item in the statement of profit or loss between the amounts restated under IFRS 18 and those previously presented under IAS 1.
  • Regarding the statement of cash flows, there will be changes to the presentation of interest received and paid. Interest paid will be presented as financing cash flows, and interest received as investing cash flows.

This standard is effective for years beginning on/or after January 1, 2027 and, in the case of the Company, as of April 1, 2027.

Issuance of IFRS 19 – Subsidiaries without public accountability – Disclosures: This new standard and the related amendments allow certain eligible subsidiaries of parent entities reporting under IFRS Accounting Standards to apply reduced disclosure requirements, balancing the information needs of users of the eligible subsidiaries’ financial statements with cost savings for preparers. This standard is effective for years beginning on/or after January 1, 2027 and, in the case of the Company, as of April 1, 2027. The Company does not expect these amendments to impact its financial statements.

32


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments: The purpose of the amendments is to clarify the date of recognition and derecognition of certain financial assets and liabilities; provide additional guidance for assessing whether a financial asset meets the criteria of only payment of principal and interest; add new disclosures for certain instruments; and update the disclosures of equity instruments designated at fair value through other comprehensive income and amended the applicable requirements for the own use and hedge accounting. These amendments are effective for years beginning on/or after January 1, 2026 and, in the case of the Company, as of April 1, 2026. The Company does not expect these amendments to have a material impact on its operations or financial statements.

Amendments to IFRS 9 and IFRS 7 – Financial instruments: Disclosures: The purpose of the amendments is to clarify and add requirements, including disclosures, related to certain energy purchase contracts. These amendments are effective for years beginning on/or after January 1, 2026 and, in the case of the Company, as of April 1, 2026. The Company does not expect these amendments to have a material impact on its operations or financial statements.

There are no other IFRS Accounting Standards standards or IFRIC interpretations, applicable to Raízen, not yet effective that could have a material impact on the Company’s financial statements.

2.9 Tax reform

On December 20, 2023, Constitutional Amendment 132 (“CA 132”) was enacted, establishing the Tax Reform (“Reform”) on consumption. Several issues, including the rates of new taxes, are still pending regulation by complementary laws (“LC”) that must be sent to the National Congress for evaluation within 180 days, counting from the enactment of CA 132.

The Reform model is based on a dual Value Added Tax (“dual VAT” – one Federal (Contribution on Goods and Services (CBS)) and one subnational (Tax on Goods and Services (IBS)), which will replace taxation by Contribution Tax on Gross Revenue for Social Integration Program (PIS), Contribution Tax on Gross Revenue for Social Security Financing (COFINS), State VAT (ICMS) and Service Tax (ISS). A Selective Tax (IS) was also created – of federal jurisdiction, which will be levied on production, extraction, trading or import of goods and services that are harmful to health and the environment, in accordance with the LC.

On January 16, 2025, Complementary Bill (PLP) 68/2024, which regulated part of the Reform, was sanctioned and converted into LC No. 214/25.

Even though the regulation and establishment of the IBS Management Committee was initially addressed in PLP 108/2024, the second regulation bill of the Reform, which will still be analyzed by the Federal Senate, part of the discussions have already been incorporated into PLP 68/2024, approved as mentioned above, which, among other provisions, determined the establishment, by December 31, 2025, of this Committee, responsible for the management of the aforementioned tax.

There will be a transition period between 2026 and 2032, in which the two tax systems, old and new, will coexist. The impacts of the Reform will only be known upon the conclusion of the process of regulation of the outstanding matters by LC. Consequently, there is no material effect of the Reform on the financial statements for the year ended March 31, 2026.

33


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


3. Segment information


3.1 Accounting policy

 

An operating segment is a component of the Company that conducts business activities from which revenues may be obtained and expenses incurred, including revenues and expenses related to transactions with other Company components. All operating income of the operating segments is reviewed frequently by the Company’s CEO and by the Board of Directors (collectively considered the main operating decision-maker) for purposes of decisions concerning funds to be allocated to the segment and performance evaluation, and for which individual financial information is available.


In November 2024, the composition of the new executive board approved by the Board of Directors on October 21, 2024 came into effect. As a result of the succession of positions in the Company’s management and strategic changes focused on generating value for shareholders and optimizing the Company’s capital structure, decisions began to be directed towards seeking greater operational efficiency and reviewing the asset portfolio, with the aim of accelerating the process of simplifying and optimizing the Company, reinforcing the core business through the following operating segments: (i) Fuel distribution, (ii) Production and sale of Ethanol (first generation (“E1G”) and second generation (“E2G”)), Sugar and Bioenergy (“ESB”) and (iii) Other segments.


The Company’s operating segments are the following:

  • Fuel distribution: This mainly refers to the trade and sale activities of fossil and renewable fuels, including refining operation and the management of the franchised network of service stations under the Shell brand in Argentina.
  • ESB: This refers to: (a) ethanol and sugar production, sale, origination and trading activities; (b) production and sale of bioenergy; (c) resale and trading of electric power; and (d) production and sale of other renewable products (solar energy and biogas). These business activities were aggregated into a single segment, as their products and services come from renewable sources, use similar technologies, and present synergies in their production and distribution process. The combination of these activities results in the portfolio of clean energy and retirement of carbon credits offered by the Company.
  • Other segments: Refers to (i) businesses not directly related to the Company’s core business and (ii) results not allocated to specific segments, such as general and administrative expenses of corporate areas, financial results, income tax and social contribution, given that they are not considered part of an operating segment.
34


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


3.2 Operating results by segment

 

The performance of the segments is mainly evaluated on profit (loss) of the year, as well as other selected information described below. This information is prepared based on items directly attributable to the segment, as well as those that can be allocated on a reasonable basis. During the years ended March 31, 2026 and 2025, operating income by segment is as follows:

 










Reportable segments








Fuel distribution









2026

Brazil

 

Argentina

 

Total

 

ESB

 

Other segments

 

Total  segmented

 

Eliminations (1)

 

Consolidated

Net operating revenue

159,627,965

 

 23,878,102

 

 183,506,067

 

 50,466,129

 

 55,194

 

 234,027,390

 

 (8,178,043)

 

 225,849,347

Cost of products sold and services provided

(152,150,177)

 

(21,509,839)

 

(173,660,016)

 

(49,478,582)

 

(43,106)

 

(223,181,704)

 

8,147,252

 

(215,034,452)

Gross income

7,477,788

 

2,368,263

 

9,846,051

 

987,547

 

 12,088

 

 10,845,686

 

 (30,791)

 

 10,814,895

Selling expenses

(2,783,660)

 

 (1,321,635)

 

 (4,105,295)

 

 (1,975,888)

 

 (175)

 

 (6,081,358)

 

 7,986

 

 (6,073,372)

General and administrative expenses

(658,622)

 

(307,445)

 

(966,067)

 

(1,257,182)

 

(782,821)

 

(3,006,070)

 

-

 

(3,006,070)

Other operating revenue (expenses), net

(2,778,419)

 

168,192

 

(2,610,227)

 

(8,290,593)

 

759,586

 

(10,141,234)

 

5,847

 

(10,135,387)

Equity accounting result

13,288

 

38,842

 

52,130

 

-

 

(233,756)

 

(181,626)

 

-

 

(181,626)

Income (loss) before financial results and income tax and social contribution

1,270,375

 

946,217

 

2,216,592

 

(10,536,116)

 

(245,078)

 

(8,564,602)

 

(16,958)

 

(8,581,560)

Financial results

 -

 

 -

 

 -

 

 -

 

 (11,914,687)

 

 (11,914,687)

 

 -

 

 (11,914,687)

Income tax and social contribution

 -

 

 -

 

 -

 

 -

 

 (6,638,857)

 

 (6,638,857)

 

 -

 

 (6,638,857)

Net income (loss) for the year

1,270,375

 

 946,217

 

 2,216,592

 

 (10,536,116)

 

 (18,798,622)

 

 (27,118,146)

 

 (16,958)

 

 (27,135,104)

Other selected information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

(623,772)

 

(927,131)

 

(1,550,903)

 

(8,113,621)

 

(4,497)

 

(9,669,021)

 

-

 

(9,669,021)

Amortization of contract assets

(639,457)

 

(26,038)

 

(665,495)

 

-

 

-

 

(665,495)

 

-

 

(665,495)

Loss arising from changes in fair value of biological assets, net of realization

-

 

-

 

-

 

(1,537,620)

 

-

 

(1,537,620)

 

-

 

(1,537,620)

Additions to biological assets

-

 

-

 

-

 

1,830,663

 

-

 

1,830,663

 

-

 

1,830,663

Acquisition of property, plant and equipment and intangible assets

568,920

 

813,299

 

1,382,219

 

4,991,551

 

5,540

 

6,379,310

 

-

 

6,379,310


(1)  Eliminations refer to intersegment operations and certain corporate results, when applicable.
  
35


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated











Reportable segments






Fuel distribution









2025 (*) (Unaudited)

Brazil

 

Argentina and Paraguay (2)

 

Total

 

ESB

 

Other segments

 

Total segmented

 

Eliminations (1)

 

Consolidated

Net operating revenue

 165,931,748

 

 28,128,866

 

 194,060,614

 

 65,094,040

 

 5,021

 

 259,159,675

 

 (3,891,221)

 

 255,268,454

Cost of products sold and services provided

(160,132,072)

 

(25,080,444)

 

(185,212,516)

 

(62,119,533)

 

(2,646)

 

(247,334,695)

 

3,903,034

 

(243,431,661)

Gross income

 5,799,676

 

 3,048,422

 

 8,848,098

 

 2,974,507

 

 2,375

 

 11,824,980

 

 11,813

 

 11,836,793

Selling expenses

(2,833,718)

 

(1,435,471)

 

(4,269,189)

 

(2,553,727)

 

(2,179)

 

(6,825,095)

 

5,390

 

(6,819,705)

General and administrative expenses

(692,171)

 

(407,949)

 

(1,100,120)

 

(975,878)

 

(496,723)

 

(2,572,721)

 

-

 

(2,572,721)

Other operating revenue, net

1,297,101

 

278,089

 

1,575,190

 

505,949

 

(222)

 

2,080,917

 

(4,116)

 

2,076,801

Equity accounting result

4,275

 

21,029

 

25,304

 

-

 

(230,131)

 

(204,827)

 

-

 

(204,827)

Income (loss) before financial results and income tax and social contribution

3,575,163

 

1,504,120

 

5,079,283

 

(49,149)

 

(726,880)

 

4,303,254

 

13,087

 

4,316,341

Financial results

 -

 

 -

 

 -

 

 -

 

 (7,462,591)

 

 (7,462,591)

 

 -

 

 (7,462,591)

Income tax and social contribution

 -

 

 -

 

 -

 

 -

 

 (1,030,701)

 

 (1,030,701)

 

 -

 

 (1,030,701)

Net income (loss) for the year

 3,575,163

 

 1,504,120

 

 5,079,283

 

 (49,149)

 

 (9,220,172)

 

 (4,190,038)

 

 13,087

 

 (4,176,951)

Other selected information:


 


 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

(638,351)

 

(884,616)

 

(1,522,967)

 

(7,823,945)

 

(5,296)

 

(9,352,208)

 

-

 

(9,352,208)

Amortization of assets from contracts with clients

(558,001)

 

(54,226)

 

(612,227)

 

-

 

-

 

(612,227)

 

-

 

(612,227)

Loss arising from changes in fair value of biological assets, net of realization

-

 

-

 

-

 

(801,696)

 

-

 

(801,696)

 

-

 

(801,696)

Additions to biological assets

-

 

-

 

-

 

2,065,121

 

-

 

2,065,121

 

-

 

2,065,121

Acquisition of property, plant and equipment and intangible assets

662,487

 

1,209,989

 

1,872,476

 

7,511,676

 

7,902

 

9,392,054

 

-

 

9,392,054

 

(*) Not covered by the auditor’s report


(1)

Eliminations refer to intersegment operations and certain corporate results, when applicable.

(2)

Includes the consolidated result of Raízen Paraguay referring to the period from April 1 to November 30, 2024.


36


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated











Reportable segments






Fuel distribution










2024

Brazil

 

Argentina and Paraguay

 

Total

 

ESB

 

Other segments

 

Total segmented

 

Eliminations (1)

 

Consolidated

Net operating revenue

148,310,393

 

24,279,899

 

172,590,292

 

51,932,267

 

3,873

 

224,526,432

 

(4,072,193)

 

220,454,239

Cost of products sold and services provided

(141,102,664)

 

(21,333,213)

 

(162,435,877)

 

(46,177,179)

 

(1,829)

 

(208,614,885)

 

3,884,243

 

(204,730,642)

Gross income

7,207,729

 

2,946,686

 

10,154,415

 

5,755,088

 

2,044

 

15,911,547

 

(187,950)

 

15,723,597

Selling expenses

(2,553,231)

 

(1,184,635)

 

(3,737,866)

 

(2,376,100)

 

(1,029)

 

(6,114,995)

 

5,471

 

(6,109,524)

General and administrative expenses

(730,404)

 

(357,128)

 

(1,087,532)

 

(1,423,486)

 

(371,854)

 

(2,882,872)

 

-

 

(2,882,872)

Other operating revenue, net

955,733

 

462,352

 

1,418,085

 

33,198

 

-

 

1,451,283

 

(3,427)

 

1,447,856

Equity accounting result

(9,153)

 

-

 

(9,153)

 

(23,044)

 

(220,233)

 

(252,430)

 

-

 

(252,430)

Income (loss) before financial results and income tax and social contribution

4,870,674

 

1,867,275

 

6,737,949

 

1,965,656

 

(591,072)

 

8,112,533

 

(185,906)

 

7,926,627

Financial results

 -

 

 -

 

 -

 

 -

 

 (6,314,539)

 

 (6,314,539)

 

 -

 

 (6,314,539)

Income tax and social contribution

 -

 

 -

 

 -

 

 -

 

 (997,955)

 

 (997,955)

 

 -

 

 (997,955)

Net income (loss) for the year

4,870,674

 

1,867,275

 

6,737,949

 

1,965,656

 

(7,903,566)

 

800,039

 

(185,906)

 

614,133

Other selected information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

(714,669)

 

(733,826)

 

(1,448,495)

 

(7,753,193)

 

(3,547)

 

(9,205,235)

 

-

 

(9,205,235)

Amortization of assets from contracts with clients

(609,053)

 

(58,417)

 

(667,470)

 

-

 

-

 

(667,470)

 

-

 

(667,470)

Gain arising from changes in fair value of biological assets, net of realization

-

 

-

 

-

 

29,671

 

-

 

29,671

 

-

 

29,671

Additions to biological assets

-

 

-

 

-

 

1,954,864

 

-

 

1,954,864

 

-

 

1,954,864

Acquisition of property, plant and equipment and intangible assets

863,877

 

1,095,704

 

1,959,581

 

8,154,499

 

7,216

 

10,121,296

 

-

 

10,121,296

 

(1)

 Eliminations refer to intersegment operations and certain corporate results, when applicable.

  

37


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 

 The Company monitors consolidated net operating revenue in the domestic and foreign markets, by product as follows:

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

 Domestic market

 

172,329,762

 

169,419,936

 

154,027,245

 Foreign market

61,697,628

 

89,739,739

 

70,499,187

 Eliminations

 

(8,178,043)

 

(3,891,221)

 

(4,072,193)

 Net operating revenue (Note 29.2)

 

225,849,347

 

255,268,454

 

220,454,239

Reportable segments Fuel distribution – Brazil 




Diesel

85,966,484

 

94,296,057

 

80,489,023

Gasoline

53,819,959

 

50,972,635

 

49,509,032

Ethanol

10,982,560

 

10,972,643

 

8,798,195

Jet fuel

5,525,525

 

5,963,278

 

6,031,875

Fuel oil

267,428

 

1,005,377

 

848,430

Lubricants

2,983,404

 

2,548,327

 

1,769,505

Others

82,606

 

173,431

 

864,333


 

159,627,965

 

165,931,748

 

148,310,393

Fuel distribution – Argentina




Diesel

 

8,714,216

 

9,500,437

 

7,836,619

Gasoline

8,415,969

 

8,942,105

 

6,944,019

Jet fuel

1,608,091

 

1,682,620

 

1,614,932

Fuel oil

2,595,209

 

2,446,597

 

2,235,633

Lubricants

981,949

 

1,149,118

 

1,140,543

Others

1,562,668

 

1,510,089

 

1,169,111

 

 

23,878,102

 

25,230,966

 

20,940,857

Fuel distribution – Paraguay (1) 




Diesel

-

 

2,191,378

 

2,355,512

Gasoline

-

 

699,729

 

970,422

Ethanol

-

 

6,793

 

13,108

 

 

-

 

2,897,900

 

3,339,042

 ESB Ethanol

 

15,498,441

 

18,053,458

 

16,162,668

Sugar

24,855,989

 

36,820,120

 

30,865,885

Energy

8,746,345

 

8,049,949

 

3,760,872

Others

1,365,354

 

2,170,513

 

1,142,842

 

 

50,466,129

 

65,094,040

 

51,932,267

 Other segments

 

55,194

 

5,021

 

3,873

 Eliminations

 

(8,178,043)

 

(3,891,221)

 

(4,072,193)

 Total

 

225,849,347

 

255,268,454

 

220,454,239

 


(*) Not covered by the auditor’s report


(1)

The comparative period includes revenues from Raízen Paraguay referring to the period from April 1 to November 30, 2024.

 


 

38


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Geographically, consolidated net operating revenues are presented as follows:

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Brazil

172,329,762

 

169,419,936

 

154,027,245

Argentina

23,952,381

 

28,311,426

 

23,657,776

Paraguay

2,878,720

 

6,464,729

 

3,339,041

Latin America, except for Brazil, Argentina and Paraguay

755,090

 

1,889,828

 

3,922,561

North America (1)

7,620,414

 

15,880,159

 

12,713,051

Asia

11,286,637

 

19,187,960

 

17,720,747

Europe

14,549,021

 

14,914,380

 

6,121,332

Others (2)

655,365

 

3,091,257

 

3,024,679

 

234,027,390

 

259,159,675

 

224,526,432

Eliminations

(8,178,043)

 

 (3,891,221)

 

(4,072,193)

Total

225,849,347

 

255,268,454

 

220,454,239

 

(*) Not covered by the auditor’s report


(1) 

The year-over-year variation is due to the reduction in the volume traded.

(2)     Africa, Central America, the United Arab Emirates, and Oceania.

     

No specific clients or group represented 10% or more of the consolidated net operating revenue in the reporting periods.


39


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


3.3 Operating assets by segment

 

The assets of the “Fuel distribution” segment are geographically allocated, comprising Brazil, Argentina and Paraguay (as part of the process of reducing its share in the investee Raizen Paraguay, the investment ceased to be consolidated and the segment ceased to be reported, as per Note 14.4). The assets of RESA and its subsidiaries are equally used to produce ethanol, sugar and bioenergy in the domestic market.

 


 

 








Reportable segments




Fuel distribution






2026

Brazil

 

Argentina

 

Total

 

ESB

 

Other segments

 

Consolidated

Assets classified as held for sale

-

 

-

 

-

 

4,885,763

 

(147)

 

4,885,616

Investments

266,913

 

496,961

 

763,874

 

-

 

786,525

 

1,550,399

Property, plant and equipment

3,147,305

 

6,923,888

 

10,071,193

 

19,420,918

 

31

 

29,492,142

Intangible assets

3,511,211

 

539,809

 

4,051,020

 

300,144

 

18,222

 

4,369,386

Right of use

274,347

 

638,040

 

912,387

 

5,414,781

 

-

 

6,327,168

Total assets allocated by segment

7,199,776

 

8,598,698

 

15,798,474

 

30,021,606

 

804,631

 

46,624,711

Other current and non-current assets

-

 

-

 

-

 

-

 

58,784,767

 

58,784,767

Total assets

7,199,776

 

8,598,698

 

15,798,474

 

30,021,606

 

59,589,398

 

105,409,478

Total liabilities

-

 

-

 

-

 

-

 

(113,684,464)

 

(113,684,464)

Total net assets (liabilities)

7,199,776

 

8,598,698

 

15,798,474

 

30,021,606

 

(54,095,066)

 

(8,274,986)

 


 










Reportable segments






Fuel distribution





2025 (*) (Unaudited)

Brazil

 

Argentina

 

Paraguay

 

Total

 

ESB

 

Others

 

Consolidated

Investments

251,153


-

 

515,507

 

766,660

 

-

 

1,266,994

 

2,033,654

Property, plant and equipment

3,123,221

 

7,414,072

 

-

 

10,537,293

 

28,594,271

 

55

 

39,131,619

Intangible assets

2,755,325

 

594,473

 

-

 

3,349,798

 

2,750,060

 

90,720

 

6,190,578

Right of use

398,987

 

575,734

 

-

 

974,721

 

8,666,789

 

-

 

9,641,510

Total assets allocated by segment

6,528,686

 

8,584,279

 

515,507

 

15,628,472

 

40,011,120

 

1,357,769

 

56,997,361

Other current and non-current assets

-

 

-

 

-

 

-

 

-

 

84,002,317

 

84,002,317

Total assets

6,528,686

 

8,584,279

 

515,507

 

15,628,472

 

40,011,120

 

85,360,086

 

140,999,678

Total liabilities

-

 

-

 

-

 

-

 

-

 

(122,823,740)

 

(122,823,740)

Total net assets (liabilities)

6,528,686

 

8,584,279

 

515,507

 

15,628,472

 

40,011,120

 

(37,463,654)

 

18,175,938


(*) Not covered by the auditor’s report


40


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 




Reportable segments


Fuel distribution





2024

Brazil

 

Argentina

 

Paraguay

 

Total

 

ESB

 

Others

 

Consolidated

Investments

-

 

-

 

-

 

-

 

-

 

1,317,517

 

1,317,517

Property, plant and equipment

2,973,593

 

5,846,344

 

18,021

 

8,837,958

 

24,022,602

 

92

 

32,860,652

Intangible assets

2,801,692

 

536,525

 

329,263

 

3,667,480

 

2,769,485

 

88,086

 

6,525,051

Right of use

501,612

 

281,399

 

-

 

783,011

 

9,483,831

 

-

 

10,266,842

Total assets allocated by segment

6,276,897

 

6,664,268

 

347,284

 

13,288,449

 

36,275,918

 

1,405,695

 

50,970,062

Other current and non-current assets

-

 

-

 

-

 

-

 

-

 

77,213,248

 

77,213,248

Total assets

6,276,897

 

6,664,268

 

347,284

 

13,288,449

 

36,275,918

 

78,618,943

 

128,183,310

Total liabilities

-

 

-

 

-

 

-

 

-

 

(106,057,746)

 

(106,057,746)

Total net assets (liabilities)

6,276,897

 

6,664,268

 

347,284

 

13,288,449

 

36,275,918

 

(27,438,803)

 

22,125,564

 

4. Financial instruments


4.1 Accounting judgments, estimates and assumptions

 

When the fair value of financial assets and liabilities presented in the statement of financial position may not be obtained in active markets, it is determined using valuation techniques, including the discounted cash flow method. The data used in these methods are based on those adopted in the market, whenever possible. However, when this is not possible, a certain level of judgment is required to establish the fair value. Judgment includes considerations of the inputs used, such as liquidity risk, credit risk and volatility. Changes in the assumptions relating to these factors could affect the reported fair value of financial instruments.


4.2 Overview

 

The Company is exposed to the following risks arising from its operations, which are equalized and managed through certain financial instruments: (i) market risk (commodity prices, foreign exchange, interest and inflation rates); (ii) credit risk; and (iii) liquidity risk.


This explanatory note presents information about the Company’s exposure to each of these risks; the objectives, policies and processes for measuring and managing risk; and the Company’s capital management at the consolidated level.


4.3 Risk management structure

 

The Company has specific treasury and trading policies that define a guideline for risk management: never operating with derivatives beyond the total notional value of the underlying asset or liability. In this way, the Company contracts financial instruments with the objective of protection, carried out through an analysis of exposure to the risk for which management seeks coverage.


To monitor activities and ensure compliance with policies, the Company has the following main committees: (i) the Risk Committee, which meets weekly to analyze the behavior of the commodities (sugar and oil products) and foreign exchange markets with the objective of deliberating on hedging positions and pricing strategies for exports or imports of products, aiming to reduce the adverse effects of changes in commodity prices and exchange rates; and (ii) the Ethanol and Derivatives Committee, which meets monthly to assess the risks linked to the sale of ethanol and oil products and compliance with the limits defined in the risk policies.


41


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


As of March 31, 2026 and 2025, the fair values related to transactions involving derivative financial instruments for hedging purposes are presented below:


 

 

 

Notional

 

 

 

Fair value

 

2026

 

2025 (*)

(Unaudited)

 

2026

 

2025 (*)

(Unaudited)

Price risk

 

 

 

 

 

 

 

Commodity derivatives

 

 

 

 

 

 

 

Futures contracts

58,841,494

 

31,652,752

 

(641,216)

 

1,493,359

 

58,841,494

 

31,652,752

 

(641,216)

 

1,493,359

Exchange rate risk






Foreign exchange rate derivatives

 

 

 

 

 

 

 

Futures contracts

(286,649)

 

(56,216)

 

(1,755)

 

(929)

Forward exchange

(1,370,474)

 

(9,502,653)

 

(114,793)

 

(620,027)

Exchange swap

(7,515,946)

 

(28,759,051)

 

(1,333,098)

 

698,460

 

(9,173,069)

 

(38,317,920)

 

(1,449,646)

 

77,504

Interest rate risk

 

 

 

 

 

 

 

Interest rate swap

(2,190,000)

 

(9,665,653)

 

(17,888)

 

8,819

Inflation swap and others

(1,024,000)

 

(2,871,776)

 

  (18,683)

 

(35,192)

 

(3,214,000)

 

(12,537,429)

 

  (36,571)

 

(26,373)

Total

 

 

 

 

(2,127,433)

 

1,544,490

Current assets

 

 

 

 

4,070,761

 

6,228,810

Non-current assets

 

 

 

 

648,602

 

3,854,313

Total assets

 

 

 

 

4,719,363

 

10,083,123

Current liabilities

 

 

 

 

(5,529,776)

 

(6,003,474)

Non-current liabilities

 

 

 

 

(1,317,020)

 

(2,535,159)

Total liabilities

 

 

 

 

(6,846,796)

 

(8,538,633)

Total

 

 

 

 

(2,127,433)

 

1,544,490

 

(*) Not covered by the auditor’s report


4.4 Price risk


Price risk arises from the possibility of fluctuating market prices for products traded, mainly Very High Polarization (“VHP”) sugar, refined and white sugar, diesel (heating oil), gasoline, ethanol, electric power and oil (crude oil). These price oscillations may lead to material changes in sales revenues and costs. To mitigate this risk, the Company constantly monitors the market to anticipate price changes.


42


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 


As of March 31, 2026, the Company has contracted the operations described below:



Commodity price risk: commodity derivatives outstanding as of March 31, 2026
Derivatives
Long/Short
Markets
Agreement
Maturities
Notional (units)

Notional

(R$ thousand)


Fair value

(R$ thousand)

Futures


Short


ICE


Sugar#11


Apr/26 to Feb/28


6,656,181

t

12,441,416


362,871

Futures


Short


NYSE LIFFE


Sugar#5


Apr/26 to Nov/26


12,850

t

29,054


(1,365)

Options


Short


ICE


Sugar#11


Apr/26 to Sept/27


938,016

t

1,801,953


(86,774)

Subtotal – sugar futures short position




 


 


 


7,607,047

 

14,272,423


274,732

Futures


Long


ICE


Sugar#11


Apr/26 to Sept/27


(5,788,171)

t

(10,723,610)


(255,680)

Futures


Long


NYSE LIFFE


Sugar#5


Apr/26 to Sept/26


(6,700)

t

(14,586)


1,150

Options


Long


ICE


Sugar#11


Apr/26 to Sept/27


(912,614)

t

(1,749,296)


118,987

Subtotal – sugar futures long position




 


 


 


(6,707,485)

 

(12,487,492)


(135,543)

Physical fixed


Short


ICE


Sugar#11


Apr/26 to Jan/31


16,547,097

t

184,239,895


(128,524)

Physical fixed


Short


NYSE LIFFE


Sugar#5


Apr/26 to May/26


261

t

659


48

Subtotal – physical fixed sugar short position






 


 


16,547,358

 

184,240,554


(128,476)

Physical fixed


Long


ICE


Sugar#11


Apr/26 to Dec/28


(3,808,138)

t

(130,374,985)


41,935

Physical fixed


Long


NYSE LIFFE


Sugar#5


Jan/27 to Jul/27


(29,840)

t

(1,299,412)


(141)

Subtotal – physical fixed sugar long position






 


 


(3,837,978)

 

(131,674,397)


41,794

Subtotal – sugar futures short position, net






 


 


13,608,942

 

54,351,088


52,507

Futures


Short


B3


Ethanol


Apr/26 to Mar/27


 65,130

m³

 161,680


 (729)

Futures


Short


NYMEX


Ethanol


Apr/26 to Jan/27


420,566

m³

1,102,698


(160,837)

Futures


Short


ICE


Ethanol


Apr/26 to Dec/26


329,700

m³

1,286,622


(200,359)

Physical fixed


Short


OTC


Ethanol


Apr/26 to Dec/26


75

m³

35,651


(12,030)

Subtotal – ethanol futures short position




 


 


 


815,471

 

2,586,651


(373,955)

Futures


Long


B3


Ethanol


Apr/26 to Mar/27


(125,880)

m³

(318,016)


1,274

Futures


Long


NYMEX


Ethanol


Apr/26 to Mar/27


(424,401)

m³

(1,100,078)


161,809

Futures


Long


ICE


Ethanol


Apr/26 to Mar/27


(283,200)

m³

(1,126,646)


150,575

Physical fixed


Long


OTC


Ethanol


Apr/26 to Dec/26


(70)

m³

(35,728)


8,715

Subtotal – ethanol futures long position




 


 


 


(833,551)

 

(2,580,468)


322,373

Physical fixed


Short


CHGOETHNL


Ethanol


Apr/26 to Dec/26


314,999

m³

1,031,374


(22,585)

Physical fixed


Long


CHGOETHNL


Ethanol


Apr/26 to Dec/26


(223,876)

m³

(751,604)


3,550

Subtotal – physical fixed ethanol short position, net






 


 


91,123

 

279,770


(19,035)

Subtotal – ethanol futures short position, net






 


 


73,043

 

285,953


(70,617)

Futures


 Short


 NYMEX


 Gasoline


Apr/26 to May/26


 824,892

m³

2,750,406


(593,632)

Subtotal – gasoline futures short position




 


 


 


824,892

 

2,750,406


(593,632)

Futures


Long


NYMEX


Gasoline


Apr/26 to May/26


(635,364)

m³

(2,129,951)


377,805

Subtotal – gasoline futures long position




 


 


 


(635,364)

 

(2,129,951)


377,805

Subtotal – gasoline futures short position, net






 


 


189,528

 

620,455


(215,827)

 


43


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

Continuation



Commodity price risk: commodity derivatives outstanding as of March 31, 2026

 Derivatives


Long/Short


Markets


Agreement


Maturities


Notional (units)

 

Notional

(R$ thousand)


Fair value

(R$ thousand)

Futures


Short


NYMEX


Heating Oil


Apr/26 to Dec/26


 1,704,789

m³

 4,306,260


 (1,739,517)

Futures


Short


ICE


Heating Oil


Apr/26 to Dec/26


6,360

m³

13,245


(66,118)

Physical fixed


Short


OTC


Heating Oil


Apr/26 to Jul/26


29,499

m³

27,750


20,082

Options


Short


ICE


Heating Oil


Apr/26


11,130

m³

26,360


(2)

Subtotal – heating oil futures short position











1,751,778


4,373,615

(1,785,555)

Futures


Long


NYMEX


Heating Oil


Apr/26 to Apr/27


 (1,649,370)

m³

 (4,375,535)


 994,393

Futures


Long


ICE


Heating Oil


Apr/26 to Dec/26


(6,360)

m³

(13,842)


34,398

Physical fixed


Long


OTC


Heating Oil


Apr/26 to Jul/26


(25,812)

m³

(17,165)


(23,763)

Options


Long


NYMEX


Heating Oil


 


-

m³

-


-

Options


Long


ICE


Heating Oil


Apr/26


(11,130)

m³

(26,292)


(66)

Subtotal – heating oil futures long position










(1,692,672)

 

(4,432,834)


1,004,962

Futures


Short


ICE


Heating Oil


Apr/26 to Dec/26


249,100

t

 1,043,924


 (538,025)

Futures


Long


ICE


Heating Oil


Apr/26 to Dec/26


(249,100)

t

(1,083,922)


498,028

Subtotal – heating oil futures short position, net






 


 


-

 

(39,998)


(39,997)

Subtotal – heating oil futures short position, net






 


 


59,106

 

(99,217)


(820,590)

Physical fixed 


Short
CCEE/OTC

Energy


Apr/26 to Dec/49


 10,693,810

mwh

 4,272,625


 (35,296)

Physical fixed


Long
CCEE/OTC

Energy


Apr/26 to Dec/28


(4,152,398)

mwh

(589,410)


448,607

Subtotal – energy physical fixed short position, net










6,541,412

3,683,215


413,311

Net exposure of commodity derivatives as of March 31, 2026








 




58,841,494


(641,216)

Net exposure of commodity derivatives as of March 31, 2025








 




 31,652,752


 1,493,359

 

44

 
RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


4.5 Exchange rate risk

 

Currency risk derives from the possibility of fluctuations in exchange rates used to convert to the Company’s functional currency for revenue from exports, imports, debt flows and other assets and liabilities in foreign currency. The Company uses derivative transactions to manage cash flow risks denominated substantially in US dollars, net of other cash and cash equivalent flows.

 


 


As of March 31, 2026, the Company has contracted the operations described below:

 

Exchange rate risk: foreign exchange derivatives outstanding as of March 31, 2026

 

 

Derivatives


 

 

Long/Short


 

 

Markets


 

 

Agreement


 

 

Maturities


Notional

(US$

thousand)


Notional

(R$ thousand)


Fair value

(R$ thousand)

Futures


 Short


 B3


Commercial Dollar


Apr/26


495,060


2,583,916


15,824

Futures


 Long


 B3


Commercial Dollar


Apr/26


 (549,980)


 (2,870,565)


 (17,579)

Subtotal – futures, net




 


 


 


 (54,920)


 (286,649)


 (1,755)

Forward


Short


OTC


NDF


May/26 to Mar/27


37,840


197,504


24,296

Forward


Long


OTC


NDF


Apr/26 to Oct/27


(300,413)


(1,567,978)


(139,089)

Subtotal – forward, net (1)


 


 


 


 


 (262,573)


 (1,370,474)


 (114,793)

Exchange swap


 Short


OTC


Exchange swap


Jan/27


 150,000


 782,910


 (19,992)

Exchange swap


Long


OTC


Exchange swap


Jun/26 to Feb/37


(1,590,002)


(8,298,856)


(1,313,106)

Subtotal – swap long (2)








 


 (1,440,002)


 (7,515,946)


 (1,333,098)

Net exposure of foreign exchange derivatives as of March 31, 2026








 


 (1,757,495)


 (9,173,069)


 (1,449,646)

Net exposure of foreign exchange derivatives as of March 31, 2025








 


(6,673,039)


 (38,317,920)


 77,504

 

(1)  As of March 31, 2026, the net fair value of Non-Deliverable Forwards (“NDFs”) was negative R$ 114,793. A portion of these instruments, with a negative fair value of R$ 1,567,978 (negative R$ 127,950 as of March 31, 2025), was not designated in hedge accounting relationships, having been contracted for the economic protection of certain loans and financings.


(2) As of March 31, 2026, due to the filing for Out-of-Court Reorganization, the balances of loans and financing were reclassified to current. As a result, the derivative instruments linked to certain loans lost their effectiveness and were discontinued from the fair value hedge accounting relationship. Accordingly, any adjustment arising from the fair value measurement of the hedged risk must be amortized through profit or loss. In the fiscal year ended March 31, 2026, the amount of R$ 328,154 was amortized, resulting in a loss recognized in profit or loss, and the balance to be amortized, still recorded under the “Loans and financing” line item, totaled R$ 1,580,487.


45


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

    

As of March 31, 2026, the summary of the net foreign exchange exposure of the Company’s statement of financial position, considering the parity of all foreign currencies to US$, is presented below:

 

 

2026

 

 

 

US$

 

R$

 

(in thousands)

 Cash and cash equivalents (Note 5.2)

 4,956,817

 

 949,691

Securities (Note 6.1)

150,338

 

28,804

Restricted cash (Note 6.2)

2,063,407

 

395,334

Trade accounts receivable (Note 7.3)

2,288,478

 

438,456

Advances to suppliers (Note 17.3)

57,878

 

11,089

Related parties (Note 11.2)

(1,810,228)

 

(346,827)

Suppliers (Note 17.2)

(4,078,795)

 

(781,468)

Loans and financing (Note 20.2)

(48,326,061)

 

(9,258,930)

Lease liabilities (Note 19.4)

(695,209)

 

(133,197)

Other liabilities (Note 23.2)

(3,529,246)

 

(676,178)

Exchange derivatives (Note 4.5)

 

 

1,757,495

 Net foreign exchange exposure

 

 

 (7,615,731)

 Exchange derivatives settled in the month following closing (1)

 

 

 (57,157)

 Net currency exposure, adjusted as of March 31, 2026 (2) / (3)

 

 

 (7,672,888)

 Net currency exposure, adjusted as of March 31, 2025 (3)

 

 

 (2,176,815)


(1) Maturities on the first business day of the subsequent month, settled based on the US dollar reference rate, calculated by the Central Bank of Brazil, of the last closing day of the month, quoted at R$ 5.2194 (R$ 5.7422 as of March 31, 2025).


(2) The adjusted net currency exposure will be substantially offset in the future with highly probable future revenues of product exports and/costs of product imports. Derivatives contracted for hedging these items not yet recognized in the statement of financial position are designated as hedge accounting relationships.


(3) Book balance of assets and liabilities denominated in foreign currencies at the statement of financial position date, except for the notional value of exchange rate derivative financial instruments.


46


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


4.6 Hedge accounting effect

 

Raízen formally designates transactions subject to hedge accounting for the purpose of hedging cash flows. The Company’s main operations that are subject to hedge accounting are:

(i) sugar and ethanol revenues, as applicable; (ii) cost of ethanol and oil products import;

(iii) evolution of payroll for annual adjustment to inflation levels.

 


 


(a) Estimated realization

 

The impacts recognized in the Company’s equity and the estimated realization in profit or loss are as follows:








Year of realization







Financial 
instruments


Markets


Risks


2026/2027

 

2027/2028

 

 Above 
2028

 

Contributed
 equity valuation
adjustments (1)

 

2026

 

2025 (*)

(Unaudited)

Futures


OTC / ICE B3 / NYMEX /


Sugar#11 and #5


123,149

 

(3,860)

 

-

 

2,580,141

 

2,699,430

 

2,821,295

Futures


OTC


Ethanol


6,222

 

-

 

-

 

446,098

 

452,320

 

449,948

Futures


NYMEX / OTC


Heating Oil


(44,526)

 

3,976

 

-

 

-

 

(40,550)

 

(14,823)

Futures


NYMEX / OTC


Gasoline


(32,992)

 

-

 

-

 

-

 

(32,992)

 

-

Options


ICE


Sugar#11


25,189

 

-

 

-

 

90,028

 

115,217

 

90,028

Forward


OTC


Exchange


417,042

 

80,635

 

401,185

 

(381,935)

 

516,927

 

(156,313)

Swap


OTC


Inflation


(7,908)

 

-

 

-

 

-

 

(7,908)

 

22,393

Debt


OTC


Exchange


(277,676)

 

-

 

-

 

1,070,489

 

792,813

 

413,618

 


 


 


 208,500

 

 80,751

 

 401,185

 

 3,804,821

 

 4,495,257

 

 3,626,146

(-) Deferred taxes






 (70,890)

 

 (27,455)

 

 (136,403)

 

 (1,293,639)

 

 (1,528,387)

 

 (1,232,890)

Effect on equity






 137,610

 

 53,296

 

 264,782

 

 2,511,182

 

 2,966,870

 

 2,393,256

 

(*) Not covered by the auditor’s report


(1) Other comprehensive income contributed by the corporate reorganization of RESA and the business combination of Raízen Centro-Sul, in the amounts of R$ 2,366,247 and R$ 144,935, respectively, occurred during the fiscal year ended March 31, 2022.


47


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(b) Cash flow hedge

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Balance at the beginning of the year

 2,393,256

 

 2,438,628

 

1,843,577

Movements occurred in the year:






Designation as hedge accounting

 

 

 

 

 

Fair value of commodity futures

935,556

 

(123,584)

 

(1,189,475)

Fair value of forward exchange contracts

967,310

 

(767,168)

 

868,760

Fair value of inflation swap

(1,437)

 

22,393

 

-

Debts

-

 

-

 

6,932

Total designation

1,901,429

 

(868,359)

 

(313,783)

Realization and write-off of commodities and foreign exchange results


 


 


Net operating revenue

(944,021)

 

753,332

 

1,245,885

Cost of products sold and services provided

(50,406)

 

49,097

 

(26,267)

Other operating expenses, net

(37,891)

 

(2,815)

 

(4,243)

Financial results

-

 

-

 

-

Total realization and write-off

(1,032,318)

 

799,614

 

1,215,375

Total movements occurred during the year (before deferred taxes)

869,111

 

(68,745)

 

901,592

Effect of deferred taxes

(295,497)

 

23,373

 

(306,541)

Total movements occurred during the year (net of deferred taxes)

573,614

 

(45,372)

 

595,051

Balance at the end of the year

2,966,870

 

2,393,256

 

2,438,628


(*) Not covered by the auditor's report


For the years ended March 31, 2026 and 2025, there were no reclassifications to financial results referring to ineffective portions of the structures designated as cash flow hedges.


48


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(c) Fair value hedge

 

The parent company Raízen designates at fair value the inventories of oil products with pegged derivatives. Risk management is primarily intended for recognizing inventory at a floating price, as Raízen’s sales revenue will be upon sale of products to its clients. Hedge accounting aims to minimize any type of mismatching in the statement of income for the year, causing both the derivatives and the inventory to be recorded at fair value, with the change being recognized under Cost of products sold and services provided, whose negative impact in the year ended March 31, 2026 was R$ 382,050 (negative impact of R$ 30,763 as of March 31, 2025). As of March 31, 2026, the fair value measurement balance of inventories is increased by R$ 419,765 (increased by R$ 37,715 as of March 31, 2025).

 

4.7 Interest rate and inflation risk

 

The Company monitors fluctuations in variable interest rates linked to certain debts, mainly those linked to Secured Overnight Financing Rate (“SOFR”) and the National Amplified Consumer Price Index (“IPCA”), as well as other costs linked to inflation variations and uses, when necessary, derivative instruments with the aim of managing these risks.

 


 


The table below shows the positions of derivative financial instruments used to hedge interest rate and inflation risk:


Interest rate and inflation risk: interest and inflation derivatives outstanding as of March 31, 2026

 


Notional

(US$


Notional

(R$


Fair value

(R$

Derivatives


Long/Short


Markets


Agreement


Maturities


thousand)


thousand)


thousand)

Interest rate swap (1)


Long


OTC


Interest rate swap


Jul/28 to Sept/39


 (419,588)


 (2,190,000) 


(17,888)
Subtotal – interest rate swap, net








(419,588)
(2,190,000)

(17,888)
Inflation swap  
Long
OTC
Inflation swap 
May/26 
 (196,191)
(1,024,000)

(18,683)


Subtotal – inflation swap, long

(196,191)


(1,024,000)


(18,683)

Net exposure of interest and inflation derivatives as of March 31, 2026

 (615,779)


 (3,214,000)


 (36,571)

Net exposure of interest and inflation derivatives as of March 31, 2025

 (2,183,385)


 (12,537,429)


 (26,373)

 

(1) As of March 31, 2026, due to the filing for Out-of-Court Reorganization, the balances of loans and financing were reclassified to current. As a result, the derivative instruments linked to certain loans lost their effectiveness and were discontinued from the fair value hedge accounting relationship. Accordingly, any adjustment arising from the fair value measurement of the hedged risk must be amortized through profit or loss. In the fiscal year ended March 31, 2026, the amount of R$ 328,154 was amortized, resulting in a loss recognized in profit or loss, and the balance to be amortized, still recorded under the “Loans and financing” line item, totaled R$ 1,580,487.

     

49


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 


 

 

4.8 Summary of hedge effects on the consolidated profit or loss for the year, excluding mark-to-market from trade agreement and inventor

 

 

 

 

 

 

 

Hedge effects on the consolidated profit or loss

 

 

 

 

Selected result information

 

Exposure

 

  

Hedge

 

Exchange

 

Commodities

 

Interest

 

 Total

 

Income

excluding

hedge effects

 

2026

Net operating revenue

 

Operating income

 

Cash flow and fair value

 

(88,117)

 

1,030,084

 

-

 

941,967

 

224,907,380

 

225,849,347

Cost of products sold and services provided

 

Operating income

 

Cash flow and fair value

 

78,285

 

(1,277,945)

 

-

 

(1,199,660)

 

(213,834,792)

 

(215,034,452)

(Loss) gross income

 

 

 

 

 

(9,832)

 

 (247,861)

 

-

 

(257,693)

 

11,072,588

 

10,814,895

Selling, general and administrative expenses

 

-

 

-

 

-

 

-

 

-

 

 -

 

 (9,079,442)

 

 (9,079,442)

Other operating revenue, net

 

Operating income

 

Cash flow

 

37,944

 

(68)

 

-

 

37,876

 

(10,173,263)

 

(10,135,387)

Equity accounting result

 

-

 

- 

 

-

 

-

 

-

 

-

 

(181,626)

 

(181,626)

(Loss) income before financial results and  income tax and social contribution

 

 

 

 

 

 28,112

 

(247,929)

 

 

-

 

(219,817)

 

(8,361,743)

 

 (8,581,560)

Financial results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

Interest and foreign exchange variations on loans and financing and inflation

 

Fair value

 

94,831

 

-

 

(445,649)

 

(350,818)

 

(8,802,531)

 

(9,153,349)

Financial income

 

-

 

-

 

-

 

-

 

-

 

-

 

3,147,601

 

3,147,601

Foreign exchange variations

 

Foreign exchange variations on loans and financing

 

Cash flow

 

 

-

 

 

-

 

 

-

 

 

-

 

 

3,158,322

 

 

3,158,322

 

Net effect of derivatives

 

Interest and foreign exchange variations on loans and financing

 

Cash flow and fair value

 

 (8,727,704)

 

(1,038,138)

 

698,581

 

(9,067,261)

 

-

 

(9,067,261)

 

 

 

 

 

 

(8,632,873)

 

(1,038,138)

 

252,932

 

(9,418,079)

 

(2,496,608)

 

(11,914,687)

Income (loss) before income tax and social contribution

 

 

 

 

 

(8,604,761)

 

(1,286,067)

 

252,932

 

(9,637,896)

 

(10,858,351)

 

(20,496,247)


50


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

 

 

 

 

 

 

Hedge effects on the consolidated profit or loss

 

 

 

 

Selected result information

 

 

Exposure

 

Hedge

 

Exchange

 

  Commodities

 

 Interest

 

 Total

 

Income

excluding

hedge effects

 

  

2025 (*)

(Unaudited)

Net operating revenue

 

Operating income

 

Cash flow and fair value

 

 (305,058)

 

 (495,425)

 

 -

 

 (800,483)

 

 256,068,937

 

 255,268,454

Cost of products sold and services provided

 

Operating income

 

Cash flow and fair value

 

(219,811)

 

385,468

 

-

 

165,657

 

(243,597,318)

 

(243,431,661)

(Loss) gross income

 

 

 


 

(524,869)

 

(109,957)

 

-

 

(634,826)

 

12,471,619

 

11,836,793

Selling, general and administrative expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

(9,392,426)

 

(9,392,426)

Other operating revenue, net

 

Operating income

 

Cash flow

 

2,816

 

-

 

-

 

2,816

 

2,073,985

 

2,076,801

Equity accounting result

 

-

 

-

 

-

 

-

 

-

 

-

 

(204,827)

 

(204,827)

(Loss) income before financial results and income tax and social contribution

 


 

 

 

(522,053)

 

(109,957)

 

-

 

(632,010)

 

4,948,351

 

4,316,341

Financial results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

Interest and foreign exchange variations on loans and financing and inflation

 

Fair value

 

99,875

 

-

 

764,745

 

864,620

 

(6,471,060)

 

(5,606,440)

Financial income

 

-

 

-

 

-

 

-

 

-

 

-

 

1,217,168

 

1,217,168

Foreign exchange variations

 

Foreign exchange variations on loans and financing

 

Cash flow

 

163,442

 

-

 

-

 

163,442

 

(2,674,534)

 

(2,511,092)

Net effect of derivatives

 

Interest and foreign exchange variations on loans and financing

 

Cash flow and fair value

 

1,256,997

 

(58,909)

 

(1,760,315)

 

(562,227)

 

-

 

(562,227)

 

 

 

 

 

 

1,520,314

 

(58,909)

 

(995,570)

 

465,835

 

(7,928,426)

 

(7,462,591)

Income (loss) before income tax and social contribution

 

 

 

 

 

998,261

 

(168,866)

 

(995,570)

 

(166,175)

 

(2,980,075)

 

(3,146,250)


(*) Not covered by the auditor’s report


51


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 

 

 

 

 

 

Hedge effects on the consolidated profit or loss

 

 

 

 

Selected result information

 

Exposure

 

Hedge

 

 Exchange

 

 Commodities

 

  Interest

 

 Total

 

Income

excluding hedge effects

 

 2024

Net operating revenue

 

Operating income

 

Cash flow and fair value

 

803,522

 

(1,725,963)

 

-

 

(922,441)

 

221,376,680

 

220,454,239

Cost of products sold and services provided

 

Operating income

 

Cash flow and fair value

 

19,537

 

(87,183)

 

-

 

(67,646)

 

(204,662,996)

 

(204,730,642)

(Loss) gross income

 

 

 

 

 

823,059

 

(1,813,146)

 

-

 

(990,087)

 

16,713,684

 

15,723,597

Selling, general and administrative expenses

 

 -

 

 -

 

-

 

-

 

-

 

-

 

(8,992,396)

 

(8,992,396)

Other operating revenue, net

 

Operating income

 

Cash flow

 

4,029

 

226

 

-

 

4,255

 

1,443,601

 

1,447,856

Equity accounting result

 

-

 

-

 

-

 

-

 

-

 

-

 

(252,430)

 

(252,430)

(Loss) income before financial results and income tax and social contribution

 

 

 

 

 

827,088

 

(1,812,920)

 

-

 

(985,832)

 

8,912,459

 

7,926,627

Financial results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

Interest and foreign exchange variations on loans and financing and inflation

 

 Fair value

 

115,085

 

-

 

(194,578)

 

(79,493)

 

(6,049,391)

 

(6,128,884)

Financial income

 

-

 

-

 

-

 

-

 

-

 

-

 

851,619

 

851,619

Foreign exchange variations

 

Foreign exchange variations on loans and financing

 

Cash flow

 

13,941

 

-

 

-

 

13,941

 

326,325

 

340,266

Net effect of derivatives

 

Interest and foreign exchange variations on loans and financing

 

 Cash flow and fair value

 

(462,883)

 

(91,611)

 

(823,046)

 

(1,377,540)

 

-

 

(1,377,540)


 

 

 

 

 

(333,857)

 

(91,611)

 

(1,017,624)

 

(1,443,092)

 

(4,871,447)

 

(6,314,539)

Income (loss) before income tax and social contribution

 

 

 

 

 

493,231

 

(1,904,531)

 

(1,017,624)

 

(2,428,924)

 

4,041,012

 

1,612,088


52

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


The breakdown of commodity hedge effects on the consolidated operating income, during the years ended March 31, 2026, 2025 and 2024, is shown below:

 

 

 

 

 

 

 

 

2026

 

Sugar

 

Ethanol

 

Oil and oil 

products

 

Total

commodities

Net operating revenue

1,025,026

 

5,058

 

-

 

 1,030,084

Cost of products sold and services provided

(136,569)

 

(21,031)

 

(1,120,345)

 

(1,277,945)

Gross income (loss)

888,457

 

(15,973)

 

(1,120,345)

 

 (247,861)

Other operating (expenses) revenue, net

-

 

(68)

 

-

 

 (68)

Income (loss) before financial results and income tax and social contribution

888,457

 

(16,041)

 

(1,120,345)

 

 (247,929)




 


 


 

 2025 (*)

(Unaudited)


Sugar

 

Ethanol

 

Oil and oil 

products

 

Total

commodities

Net operating revenue

 (496,367)

 

 942

 

 -

 

 (495,425)

Cost of products sold and services provided

249,528

 

(142,752)

 

278,692

 

385,468

Gross income (loss)

 (246,839)

 

 (141,810)

 

 278,692

 

 (109,957)

Income (loss) before financial results and income tax and social contribution

  (246,839)

 

 (141,810)

 

278,692

 

 (109,957)




 

 

 

 

 

2024

 

Sugar

 

Ethanol

 

Oil and oil 

products

 

Total

commodities

Net operating revenue

 (1,690,102)

 

 (35,861)

 

 -

 

 (1,725,963)

Cost of products sold and services provided

466,531

 

(172,280)

 

(381,434)

 

(87,183)

Gross income (loss)

(1,223,571)

 

(208,141)

 

(381,434)

 

(1,813,146)

Other operating revenue, net

-

 

226

 

-

 

226

Income (loss) before financial results and income tax and social contribution

(1,223,571)

 

(207,915)

 

(381,434)

 

(1,812,920)


(*) Not covered by the auditor’s report


4.9 Credit risk

 

A substantial part of the sales made by the Company and its subsidiaries is to a select group of highly qualified counterparties.


Credit risk is managed by specific rules for client acceptance, credit analysis and establishment of exposure limits per client, including, when applicable, requirement of letters of credit from first-tier banks and capturing security interest on loans granted. Management considers that the credit risk is substantially covered by the allowance for expected credit losses.


Individual risk limits are established based on internal or external ratings, according to the limits determined by the Company management. The use of credit limits is monitored regularly. No credit limits were exceeded in the year, and management does not expect any losses from non-performance by the counterparties at an amount significantly higher than that already provisioned.


The Company operates commodity derivatives in the New York – ICE US and NYMEX, Chicago - CBOT and CME, and London - LIFFE commodity futures and options markets, as well as in the over-the-counter (OTC) market with selected counterparties.


The Company operates exchange rate and commodity derivatives in OTC contracts registered with B3, mainly with the main national and international banks considered Investment Grade by international rating agencies.

 


53


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 


Guarantee margins (Restricted cash, Note 6.2) – Derivative transactions on commodity exchanges (ICE US, NYMEX, LIFFE and B3) require guarantee margins. The total consolidated margin deposited as of March 31, 2026 amounts to R$ 2,130,728 (R$ 610,525 as of March 31, 2025), of which R$ 67,321 (R$ 88,392 as of March 31, 2025) is in restricted financial investments and R$ 2,063,407 (R$ 522,133 as of March 31, 2025) in margin on derivative transactions.


The Company’s derivative transactions in over the counter do not require a guaranteed margin.

 

Credit risk on cash and cash equivalents is mitigated through the conservative distribution of investment funds and Bank Deposit Certificates (“CDB”) that make up the item. The distribution follows strict criteria for allocation and exposure to counterparties, which are the main local and international banks considered, in their majority, as Investment Grade by the international rating agencies.


4.10 Liquidity risk

 

Liquidity risk is the risk that which the Company may encounter difficulties in honoring the obligations associated with its financial liabilities that are settled with cash payments or with another financial asset. The approach to this risk consists of prudential management that guarantees sufficient liquidity to meet the Company’s obligations when they fall due, under normal and stress conditions, without causing unacceptable losses or risking damage to the Company’s reputation.


Raízen aims to maintain a robust cash position and highly liquid financial investments contracted with leading financial institutions. The Company manages its cash position through periodic reviews of the indicator, assessing the availability of financial resources to support its operations, reassess investments, and identify needs.


As part of the liquidity management process, management prepares business plans and monitors their execution, discussing the positive and negative cash flow risks.


The table below shows the main financial liabilities contracted, considering the undiscounted contractual cash flows, where applicable, by maturity:

 

 

 Up to 1 year

 

From 1 to 2

years

 

From 3 to 5

years

 

Above 5

years

 

 2026

 

 2025 (*)

(Unaudited)

Loans and financing

 69,209,334

 

 67,995

 

 73,373

 

 254,852

 

 69,605,554

 

 92,805,090

Suppliers (Note 17.2)

7,615,325

 

-

 

-

 

-

 

7,615,325

 

12,244,549

Agreements (Note 18)

74,479

 

-

 

-

 

-

 

74,479

 

9,597,400

Lease liabilities from third parties and related parties (Note 19.4)

 2,969,838

 

 2,365,585

 

 4,270,815

 

 2,698,452

 

 12,304,690

 

 16,122,175

Derivative financial instruments (Note 4.3)

 5,529,776

 

 157,174

 

 223,241

 

 936,605

 

 6,846,796

 

 8,538,633

Related parties (1)

1,594,139

 

381,527

 

1,365,502

 

2,381,145

 

5,722,313

 

6,244,271

Other liabilities (2)

2,461,233

 

905,693

 

2,364,134

 

3,600,891

 

9,331,951

 

5,775,447

 

 89,454,124

 

 3,877,974

 

 8,297,065

 

 9,871,945

 

 111,501,108

 

 151,327,565

 


(*) Not covered by the auditor’s report


(1)  Except lease liabilities with related parties.
(2)

Except for certain non-monetary liabilities, composed primarily of liabilities held for sale, provision for negative equity of investees, and deferral of certain revenues.

 



54


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


4.11 
Fair value

 

The fair value of financial assets and liabilities is the amount for which a financial instrument may be exchanged in a current transaction between willing parties, other than a forced sale or settlement. The fair value of cash and cash equivalents, trade accounts receivable, suppliers, related parties and other short-term obligations approximates the respective carrying amount.


The fair value of loans and financing is obtained by determining the present value of future cash flows of obligations using, for this purpose, interest rate curves (according to contracted indexes).


Derivatives measured by valuation techniques with observable market data refer mostly to swaps and forward contracts. The most frequently applied valuation techniques include forwards and swap pricing models, using present value calculation. The models include various inputs, including in connection with the creditworthiness of the counterparties, spot and forward foreign exchange rates, interest rate curves and forward rate curves of the hedged commodity.


The consolidated financial instruments are classified into the following categories:

 

 


2026

 

 


 

 

2025 (*) (Unaudited)

  Financial assets


Amortized

cost

 

Fair value through

profit or loss


 Total

 

 Amortized

cost


Fair value through

profit or loss

 

Total

Cash and cash equivalents (Note 5.2)


 5,474,351

 

 -


 5,474,351

 

 8,238,960


 -

 

 8,238,960

Financial investments (Note 5.2)


-

 

7,942,637


7,942,637

 

-


13,482,433

 

13,482,433

Securities (Note 6.1)


208,928

 

-


208,928

 

1,148,074


-

 

1,148,074

Restricted cash (Note 6.2)


2,065,371

 

67,321


2,132,692

 

523,980


88,392

 

612,372

Trade accounts receivable (Note 7.3)


6,605,700

 

-


6,605,700

 

8,351,356


-

 

8,351,356

Derivative financial instruments (Note 4.3)


-

 

4,719,363


4,719,363

 

-


10,083,123

 

10,083,123

Related parties (Note 11.2)


1,787,006

 

-


1,787,006

 

2,410,238


-

 

2,410,238

Total financial assets


 16,141,356

 

 12,729,321


 28,870,677

 

 20,672,608


 23,653,948

 

 44,326,556

Financial liabilities


 

 

 


 

 

 


 

 

 

Loans and financing (Note 20.2) (1)


(68,931,209)

 

-


(68,931,209)

 

(57,970,371)


-

 

(57,970,371)

Derivative financial instruments (Note 4.3)


-

 

(6,846,796)


(6,846,796)

 

-


(8,538,633)

 

(8,538,633)

Suppliers (Note 17.2)


(7,615,325)

 

-


(7,615,325)

 

(12,244,549)


-

 

(12,244,549)

Agreements (Note 18.2)


(74,479)

 

-


(74,479)

 

(9,597,400)


-

 

(9,597,400)

Related parties (Note 11.2)


(4,859,148)

 

-


(4,859,148)

 

(5,848,363)


-

 

(5,848,363)

Other liabilities


(7,501,215)

 

-


(7,501,215)

 

(5,368,166)


-

 

(5,368,166)

Total financial liabilities


(88,981,376)

 

(6,846,796)


(95,828,172)

 

(91,028,849)


(8,538,633)

 

(99,567,482)


(*) Not covered by the auditor’s report


(1)  

As of March 31, 2026, due to the filing for Out-of-Court Reorganization, the balances of loans and financing were reclassified to current. As consequence, the derivative instruments linked to certain loans lost their effectiveness and were discontinued from the hedge accounting relationship (fair value hedge). As a result, any adjustment arising from the fair value measurement of the hedged risk must be amortized in profit or loss. For the year end March 31, 2026, the amount of R$ 328,154 was amortized, resulting in a loss recognized in the profit or loss, and the amount to be amortized, recorded under the “Loans and financing” line item, totals the amount of R$ 1,580,487.

  
55


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Fair value hierarchy

 

The Company uses the following hierarchy to determine and disclose the fair value of financial instruments by the valuation techniques:


• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;


• Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly; and


• Level 3: techniques using inputs that have a significant effect on the fair value recorded that are not based on observable market data.


As of March 31, 2026 and 2025, the hierarchies used in the valuation techniques of the Company’s consolidated financial instruments are described below:

 

Financial instruments measured at fair value

 

Level 1

 

Level 2

 

Total

Financial assets





Financial investments (Note 5.2)

 

  -

 

  7,942,637

 

  7,942,637

Restricted cash (Note 6.2)

 

-

 

67,321

 

67,321

Derivative financial instruments (Note 4.3)

 

3,800,343

 

919,020

 

4,719,363

Total financial assets

 

 3,800,343

 

 8,928,978

 

 12,729,321

Financial liabilities





Loans and financing (Note 20.2) (1)

 

 -

 

 (1,331,804)

 

  (1,331,804)

Derivative financial liabilities (Note 4.3)

 

(4,853,293)

 

(1,993,503)

 

(6,846,796)

Total financial liabilities

 

 (4,853,293)

 

 (3,325,307)

 

 (8,178,600)

Total as of March 31, 2026

 

 (1,052,950)

 

 5,603,671

 

 4,550,721


Financial instruments measured at fair value

 

 Level 1

 

 Level 2

 

 Total

Financial assets





Financial investments (Note 5.2)

 

 -

 

  13,482,433

 

  13,482,433

Restricted cash (Note 6.2)

 

-

 

88,392

 

88,392

Derivative financial instruments (Note 4.3)

 

3,012,598

 

7,070,525

 

10,083,123

Total financial assets

 

 3,012,598

 

 20,641,350

 

 23,653,948

Financial liabilities





Loans and financing (Note 20.2) (1)

 

  -

 

  (1,693,771)

 

 (1,693,771)

Derivative financial liabilities (Note 4.3)

 

(2,589,563)

 

(5,949,070)

 

(8,538,633)

Total financial liabilities

 

 (2,589,563)

 

 (7,642,841)

 

 (10,232,404)

Total as of March 31, 2025

 

 423,035

 

 12,998,509

 

 13,421,544


(1) Refers to financial liabilities designated as a hedge item in a fair value hedge.

 

During the years ended March 31, 2026 and 2025, there were no transfers between these levels to determine the fair value of financial instruments.


56


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


4.12 Sensitivity analysis

 

Raízen adopted three scenarios for its sensitivity analysis, one probable and two (possible and remote) that may have adverse effects on the fair value of its financial instruments. The probable scenario was defined based on the commodities futures market curves for sugar, ethanol, diesel (heating oil), the US dollar and other currencies as of March 31, 2026. The values presented correspond to the fair value of the derivatives on the mentioned dates. Possible and remote adverse scenarios were defined considering adverse impacts of 25% and 50% on the price curves of the futures market for commodities, the US dollar and other currencies, which were calculated based on the probable scenario.


Sensitivity analysis table

 

(a) Changes in fair value of derivative financial instruments








Impact on consolidated profit or loss (1)

 


Risk factor

 

Probable scenario

 

Possible scenario

+25%

 

 Fair value balance

 

Remote scenario

+50%

 

 Fair value balance

Price risk


 

 

 

 

 

 

 

 

 

 

 

Futures contracts:


 

 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


Sugar price increase

 

52,507

 

(6,138,165)

 

(6,085,658)

 

(12,276,330)

 

(12,223,823)

Purchase and sale commitments


Ethanol price decrease

 

(70,617)

 

(87,281)

 

(157,898)

 

(174,562)

 

(245,179)

Purchase and sale commitments


Gasoline price increase

 

(215,827)

 

(209,070)

 

(424,897)

 

(418,140)

 

(633,967)

Purchase and sale commitments


Heating oil price decrease

 

(820,590)

 

(150,351)

 

(970,941)

 

(300,702)

 

(1,121,292)

Purchase and sale commitments


Energy price increase

 

413,311

 

(164,960)

 

248,351

 

(329,920)

 

83,391

 


 

 

 (641,216)

 

 (6,749,827)

 

 (7,391,043)

 

 (13,499,654)

 

 (14,140,870)

Exchange rate risk


 

 

 

 

 

 

 

 

 

 

 

Futures contracts:


 

 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


US$/R$ exchange rate decrease

 

 (1,755)

 

 -

 

 (1,755)

 

 -

 

 (1,755)

Forward and Locked-in exchange contracts:


 

 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


US$/R$ exchange rate decrease

 

 (114,793)

 

 (344,777)

 

 (459,570)

 

 (689,554)

 

 (804,347)

Exchange swaps:



 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


 US$/R$ exchange rate decrease

 

(1,333,098)

 

(1,300,799)

 

(2,633,897)

 

(2,601,598)

 

(3,934,696)

 


 

 

 (1,449,646)

 

 (1,645,576)

 

 (3,095,222)

 

 (3,291,152)

 

 (4,740,798)

Interest rate risk


 

 

 

 

 

 

 

 

 

 

 

Interest rate swap:


 

 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


Interest rate decrease

 

(17,888)

 

330,205

 

312,317

 

660,410

 

642,522

Inflation swap and others:


 

 

 

 

 

 

 

 

 

 

 

Purchase and sale commitments


Inflation rate decrease

 

(18,683)

 

(1,671)

 

(20,354)

 

(3,342)

 

(22,025)

 


 

 

 (36,571)

 

 328,534

 

 291,963

 

 657,068

 

 620,497

 Total


 

 

 (2,127,433)

 

 (8,066,869)

 

 (10,194,302)

 

 (16,133,738)

 

 (18,261,171)

 

 

(*)  Projected result considering a horizon of up to 12 months from March 31, 2026.


57


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


As of March 31, 2026, the commodity futures curves, energy prices, interest rates, inflation rate, and exchange rates used in the sensitivity analysis are as follows:

 

 


Scenarios

Derivatives


Risk factor


Indicators


Position


Probable


Possible


Remote

 Futures


Sugar price increase


R$/ton


Short


 1,812


 2,265


 2,719

Futures


Ethanol price increase


R$/m³


Short


3,515


4,393


5,272

Futures


Gasoline price increase


R$/m³


Short


4,387


5,484


6,580

Futures


Heating oil price increase


R$/m³


Short


2,907


3,634


4,360

Futures


Energy price increase


R$/mwh


Short


280


350


420

Futures


Exchange rate decrease


US$/R$


Long


5.32


3.99


2.66

Forward


Exchange rate decrease


US$/R$


Long


5.32


3.99


2.66

Swap


Exchange rate decrease


US$/R$


Long


5.22


3.91


2.61

Swap


Interest rate decrease (CDI)


% p.y.


Long


14.65


10.99


7.33

Swap


Inflation rate decrease (IPCA)


% p.y.


Long


8.58


6.43


4.29


(b) Foreign exchange exposure, net


The probable scenario considers the position as of March 31, 2026. The effects of the possible and remote scenarios that would be posted to the consolidated statement of income as foreign exchange gains (losses) are as follows:


 

Scenarios

 

Asset/liability

 

Possible

 

Remote

 

Possible

 

Remote

 

balances

 

+25%

 

+50%

 

-25%

 

-50%

Cash and cash equivalents (Note 5.2)

 4,956,817

 

 1,239,204

 

 2,478,409

 

 (1,239,204)

 

 (2,478,409)

Securities (Note 6.1)

150,338

 

37,585

 

75,169

 

(37,585)

 

(75,169)

Restricted cash (Note 6.2)

2,063,407

 

515,852

 

1,031,704

 

(515,852)

 

(1,031,704)

Trade accounts receivable (Note 7.2)

2,288,478

 

572,120

 

1,144,239

 

(572,120)

 

(1,144,239)

Advances to suppliers (Note 17.3)

57,878

 

14,470

 

28,939

 

(14,470)

 

(28,939)

Related parties (Note 11.2)

(1,810,228)

 

(452,557)

 

(905,114)

 

452,557

 

905,114

Suppliers (Note 17.2)

(4,078,795)

 

(1,019,699)

 

(2,039,398)

 

1,019,699

 

2,039,398

Loans and financing (Note 20.2)

(48,326,061)

 

(12,081,515)

 

(24,163,031)

 

12,081,515

 

24,163,031

Lease liabilities (Note 19.4)

(695,209)

 

(173,802)

 

(347,605)

 

173,802

 

347,605

Other liabilities (Note 23.2)

(3,529,246)

 

(882,312)

 

(1,764,623)

 

882,312

 

1,764,623

Impact on statement of income for the year

 

 

 (12,230,654)

 

 (24,461,311)

 

 12,230,654

 

 24,461,311


58


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


As of March 31, 2026, the rates used in the sensitivity analysis were as follows:



R$/US$
Probable, statement of financial position balance
5.22
Possible scenario +25%
6.52
Remote scenario +50%
7.83
Possible scenario -25%
3.91
Remote scenario -50%
2.61

 

(c) Interest rate and inflation sensitivity


As of March 31, 2026, the probable scenario considers the weighted average post-fixed annual interest rate on loans and financing. Additionally, financial investments and securities consider post-fixed rates based on the CDI and IPCA accumulated over the past 12 months, when applicable. In both cases, simulations were performed with an increase and decrease of 25% and 50%. The consolidated results of this sensitivity analysis are presented below:

 

 

Scenarios

 

 


Possible


Remote


Possible

 

Remote

 

Probable


+25%


+50%


-25%

 

-50%

Financial investments

 

 1,187,816


296,954


 593,908


 (296,954)

 

 (593,908)

Investment fund (securities)

1,582


396


792


(396)

 

(792)

Restricted financial investments (restricted cash)

10,265


2,566


5,132


(2,566)

 

(5,132)

Post-fixed loans and financing

(2,651,117)


(662,779)


(1,325,559)


662,779

 

1,325,559

Additional impact on income (loss) for the year

 

(1,451,454)


(362,863)


(725,727)


362,863

 

725,727

 

As of March 31, 2026, we applied the following rates and assumptions in the sensitivity analysis:


 


Scenarios

 

 

 

 

Possible


Remote


Possible


Remote

Annual rates

 

Probable

 

+25%


+50%


-25%


-50%

100.94% accumulated CDI

 

 14.95%

 

 18.69%


 22.43%


 11.21%


 7.48%

100% accumulated CDI + 0.5%

 

15.36%

 

19.20%


23.04%


11.52%


7.68%

Weighted post-fixed annual interest rate on loans and financing
 10.23%
 12.79%
 15.35%
 7.67%
5.12%

 

4.13 Capital management

 

The Company’s objective in managing its capital structure is to ensure the continuity of its operations and finance investment opportunities, while maintaining a healthy credit profile and providing adequate returns to its shareholders.


59


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Raízen has a relationship with the main local and international rating agencies, as follows:

 

Agency

 

Scale

 

Rating

 

Outlook

 

Date

 Fitch

 

 National

 

 C(bra)

 

 -

 

 March/2026

 

 

Global

 

C

 

-

 

March/2026

Standard & Poor’s

 

National

 

SD

 

-

 

March/2026

 

 

Global

 

SD

 

-

 

March/2026

Moody’s

 

National

 

CC.br

 

Negative

 

March/2026

 

 

Global

 

Ca

 

Stable

 

March/2026

 


 


Consolidated financial leverage ratios as of March 31, 2026 and 2025 were calculated as follows:

 

2026

2025 (*) (Unaudited)

Third-party capital




Loans and financing (Note 20.2)

68,931,209

 

57,970,371

(-) Cash and cash equivalents (Note 5.2)

(13,416,988)

 

(21,721,393)

(-) Securities (Note 6.1)

(208,928)

 

(1,148,074)

(-) Financial investments linked to financing (Note 6.2)

(1,964)

 

(1,847)

(±) Foreign exchange and interest rate swap and forward contracts linked to loans and financing (Notes 4.5 and 4.6)

2,926,013

 

(835,229)

 

 58,229,342

 

 34,263,828

Own capital

 

 

 

Equity (negative)

 

 

 

Attributable to Company’s controlling shareholders

(8,732,236)

 

17,588,530

Interest of non-controlling shareholders

457,250

 

587,408

 

 (8,274,986)

 

 18,175,938

Total own and third-party capital

 49,954,356

 

 52,439,766

Leverage ratio

116.57%

 

65.34%



(*) Not covered by the auditor’s report


60


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


5 
Cash and cash equivalents


5.1 Accounting policy


Cash and cash equivalents are held for the purpose of meeting short-term cash commitments, and not for investment or other purposes. They include cash on hand, demand bank deposits and financial investments, which are redeemable within 90 days from the investment date or considered as having immediate liquidity, convertible into a known amount of cash and subject to an insignificant risk of change in value. These are carried at cost plus income earned through the end of the reporting period, which does not exceed their market or realizable values.

 

5.2 Breakdown




Weighted average yield

Index
2026
2025 (*)
 (Unaudited)

2026
2025 (*)
 (Unaudited)
Cash on hand and in banks and others (1)


5,474,351
8,238,960
Financial investments



Financial investments in CDB, commitments and others (2)

CDI
101.3%
100%
7,942,637
13,476,683
Investment funds (3) CDI
101.4%
-
-
-
Time deposits (4) Fixed rate
-
4.8%
-
5,750
Total financial investments


7,942,637
13,482,433
Total cash and cash equivalents


13,416,988
21,721,393
Domestic (local currency)


8,460,171
13,663,854
Abroad (foreign currency) (Note 4.5)


4,956,817
8,057,539





13,416,988
21,721,393


(*) Not covered by the auditor’s report


(1)  Mainly refers to receipts of financial resources in foreign currency from clients located abroad, whose exchange rate settlement with financial institutions had not been completed by the statement of financial position date, and to resources held abroad for payment of debts linked to export performance. These funds are invested with daily yields and liquidity at top-tier financial institutions abroad.
(2) At the individual level, financial investments consist mainly of fixed-income investments, such as CDB. At the consolidated level, in addition to these instruments, investments include Financial Bills (“LFs”) issued by first-class financial institutions, with daily yields and liquidity, and Federal Government Bonds (“LFTs”).
(3)  Refers to investments in fixed-income funds managed by first-class financial institutions, which are managed by quotas, at the sole discretion of the Company, with daily yield and liquidity. Permitted investments in the fund: LFTs, CDBs, and LFs from top-tier banks.
(4)  Financial investments made abroad, through bank deposits with investment grade banks, with fixed rates and liquidity in up to 30 days.


61


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


6 
Securities and restricted cash 

 

6.1 Securities

 

(a) Accounting policy


They are measured and classified at fair value through profit or loss, with maturity over three months; however, they can be immediately redeemed, being subject to an insignificant risk of change in value.

 

(b) Breakdown


 

 

 

Weighted average yield

 

 

 

 

 

Index

 

2026

 

2025 (*)
 (Unaudited)

 

2026

 

2025 (*)
 (Unaudited)

 BOPREAL – series 3 (1)

Fixed rate

 

3 %

 

3 %

 

150,338

 

 609,514

 Investment funds (2)

CDI + 0.5% p.y.

 

100%

 

100%

 

10,299

 

182,902

 CDB (3)

CDI

 

100%

 

100%

 

48,291

 

355,658

 

 

 

 

 

 

 

 208,928

 

  1,148,074

 Domestic (local currency)

 

 

 

 

 

 

 58,590

 

 538,560

 Abroad (foreign currency) (Note 4.5)

 

 

 

 

 

 

150,338

 

609,514

 

 

 

 

 

 

 

208,928

 

 1,148,074

 Current

 

 

 

 

 

 

(198,629)

 

(409,441)

 Non-current

 

 

 

 

 

 

10,299

 

738,633


(*) Not covered by the auditor’s report


(1)   Corresponds to series 3 of the notes issued by the Central Bank of Argentina (Notes for the Reconstruction of a Free Argentina – BOPREAL), remunerated at an average rate of 3% per year, plus foreign exchange variation, with maturity in 2026 and payments of interest on a semiannual basis, as the case may be.
(2)  Corresponds to the shares acquired in the Fund RCL3X FIAGRO – Direitos Creditórios (“FIAGRO”), established as a closed, non-exclusive condominium, regulated by the CVM. The fund has an annual remuneration based on CDI, plus annual interest of approximately 0.5%, and an indefinite maturity date. The fund’s portfolio is composed of shares in investment funds (“FIF”). This investment aims to promote the agricultural credit sector.
(3) As of March 31, 2026, corresponds to investment in CDB, redeemable in a single installment in September 2026. At the Company’s option, the redemption was made in advance during the year ended March 31, 2026.



RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


6.2 Restricted cash


(a) Accounting policy


Restricted cash is measured and classified at fair value through profit or loss and amortized cost, being subject to an insignificant risk of change in value and is not available to transfer.


(b) Breakdown


 

 

 

 

Weighted average yield

 

 

 

 

 

 

Index

 

2026

 

2025 (*)
 (Unaudited)

 

2026

 

2025 (*)
 (Unaudited)

 Financial investments linked to financing

 

CDI

 

100.2%

 

100.6%

 

1,964

 

1,847

 Financial investments linked to derivative transactions (Note 4.11) (1)

 

CDI

 

100.2%

 

100.6%

 

67,321

 

88,392

 Margin deposits in derivative transactions (Note 4.11) (2) (3)

 

 

 

 

 

 

 

2,063,407

 

 522,133

 

 

 

 

 

 

 

 

2,132,692

 

612,372

 Domestic (local currency)

 

 

 

 

 

 

 

69,285

 

90,239

 Abroad (foreign currency) (Note 4.5)

 

 

 

 

 

 

 

2,063,407

 

522,133

 

 

 

 

 

 

 

 

2,132,692

 

612,372

 

(*) Not covered by the auditor’s report


(1) Financial investments in CDB carried out with top-tier banks, pledged as collateral for derivative financial instrument transactions.
(2) The margin deposits in derivative transactions refer to funds held in current accounts with brokerage firms to cover margins established by the commodity exchange on which the contracts are signed and, until their settlement, are recognized under “Other liabilities”.
(3) Other funds held in current accounts with top-tier banks for coverage of margins established in commercial agreements.


 

7 Trade accounts receivable and advances from clients


7.1 Accounting policy


Trade accounts receivable are amounts due from customers for merchandise sold or services performed in the ordinary course of the Company’s business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest rate method, less allowance for expected credit losses. Accounts receivable from customers abroad are restated based on the exchange rates at the reporting date.


If the collection period is one year or less, accounts receivable are classified as current assets. Otherwise, they are presented as non-current assets.


7.2 Accounting judgments, estimates and assumptions

 

The allowance for expected credit losses was calculated based on the credit risk analysis, which includes the history of losses, the individual situation of clients, the situation of the economic group to which the clients belong, the security interest for debts and the assessment of legal advisors.


63


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


The expected loss matrix adopted by the Company considers the grouping of clients with similar default characteristics, by sales channel and rating (client risk rating, measured internally).


7.3 Breakdown


 

 

2026

 

2025 (*)

(Unaudited)

 Domestic (local currency)

 

4,697,112

 

5,103,696

 Abroad (foreign currency) (Note 4.5)

 

2,288,478

 

3,466,720

 Others (1)

 

318,311

 

314,062

 

 

7,303,901

 

8,884,478

 Allowance for expected credit losses

 

(698,201)

 

(533,122)

 

 

6,605,700

 

8,351,356

 Current

 

(6,233,209)

 

(8,015,818)

 Non-current

 

372,491

 

335,538


(*) Not covered by the auditor’s report


(1) Substantially relate to installment payments of overdue debts and real estate sales, as well as financing primarily for the implementation or modernization of fuel stations, through collateral, sureties and guarantees. Financial charges and repayment terms are agreed upon in contracts and established based on the economic and financial analysis of each transaction.


The Company does not have notes given as collateral. The maximum exposure to credit risk at the statement of financial position date is the carrying amount of each class of trade accounts receivable.


The maturity of trade accounts receivable is as follows:


 

 

2026

 

2025 (*)

(Unaudited)

Falling due Overdue:

 

6,236,048

 

7,753,401

Within 30 days
78,842
176,278

From 31 to 90 days

 

58,450

 

86,322

From 91 to 180 days

 

79,785

 

56,056

Over 180 days

 

850,776

 

812,421

 Total overdue

 

 1,067,853

 

 1,131,077

 

 

7,303,901

 

 8,884,478

 


(*) Not covered by the auditor’s report


64


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

7.4 Allowance for expected credit losses


Changes in the allowance for expected credit losses for the years ended March 31, 2026, 2025 and 2024 are as follows:


As of March 31, 2023 (*)
(210,020)



Derecognition due to loss of shareholding control
-
Allowance for expected credit losses
(78,943)
Reversals and write-offs (1)
97,573
Effect of foreign currency translation
424
As of March 31, 2024
(190,966)



Derecognition due to loss of shareholding control
3,410
Allowance for expected credit losses
(474,408)
Reversals and write-offs (1)
138,372
Effect of foreign currency translation
(9,530)

 As of March 31, 2025 (*) (Unaudited)

 

 (533,122)




Derecognition due to loss of shareholding control

 

-

Allowance for expected credit losses

 

(696,933)

Reversals and write-offs (1)

 

513,910

Effect of foreign currency translation

 

17,944

 As of March 31, 2026

 

 (698,201)


(*) Not covered by the auditor’s report


(1) The reversals of expected credit losses correspond substantially to receipts of securities, effective write-offs of credits and other recovery factors.


8 Inventories


8.1 Accounting policy

 

In general, inventories are valued at the average cost of acquisition or formation of finished products, net of recoverable taxes except for certain products that are measured at fair value based on observable market prices, if and when available, not exceeding net realizable value.


The costs of finished products and work in process comprise raw materials, direct labor, other direct costs and respective direct production expenses (based on normal operating capacity) and non-recoverable taxes, which are related to the processes necessary to bring the products to saleable condition.


Loss allowances, such as: (i) adjustments to net realizable value, (ii) impaired items; and (iii) slow-moving and/or obsolete inventories are recorded when necessary. Normal production losses are part of the production cost for the respective period, while other losses, if any, are recognized directly in income or loss for the year, without transiting through inventories, under the line item “Cost of products sold and services provided”.


Inventories are measured at the lower of cost and net realizable value, except for inventories of diesel and gasoline held in connection with the Company’s commodity broker-trading activities, which are measured at fair value less costs to sell, with changes in fair value recognized in profit or loss.


65


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


8.2 
Breakdown


 

2026

 

2025 (*)

(Unaudited)

 

2024 

Finished products:

 

 

 

 

 

Diesel (8.3)

2,356,952

 

3,298,148

 

4,046,689

Gasoline (8.3)

2,035,764

 

2,059,854

 

1,771,289

Jet fuel

271,335

 

205,288

 

242,794

Other oil products (1)

575,500

 

781,576

 

652,698

Ethanol

1,375,220

 

1,480,489

 

1,541,796

Sugar

320,017

 

924,130

 

1,158,900

Oil (crude oil)

557,118

 

656,123

 

520,324

Products in process

593,242

 

637,093

 

622,883

Warehouse and others (2)

853,160

 

928,735

 

1,122,854

 

8,938,308

 

10,971,436

 

11,680,227


(*) Not covered by the auditor’s report


(1)  Refers substantially to inventories of fuel oil, lubricants and asphalt.
(2)  As of March 31, 2026, there were 30,753 CBIOs recorded at net realizable value, in the amount of R$ 884 in the Consolidated.


8.3 Change in inventories’ fair value

 

As of March 31, 2026 and 2025, these inventories of Raízen include fair value measurement (Note 4.6), determined by level 2 of the fair value hierarchy, as follows:


 

Cost value

 

Fair value

 

Income (loss) (1)

 

2026

 

2025 (*)

(Unaudited)

 

2026

 

2025 (*)

(Unaudited)

 

2026

 

2025 (*)

(Unaudited)

 

2024

 Finished products:












Diesel

2,051,713

 

3,285,652

 

2,356,952

 

3,298,148

 

292,743

 

6,267

 

20,978

Gasoline

1,921,238

 

2,034,635

 

2,035,764

 

2,059,854

 

89,307

 

24,496

 

(11,075)

 

 3,972,951

 

5,320,287

 

4,392,716

 

 5,358,002

 

 382,050

 

30,763

 

 9,903


(*) Not covered by the auditor’s report


(1)  Recognized under “Costs of products sold and services provided”.

66


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 


8.4 Provision for inventory losses


As of March 31, 2026, inventories are stated net of estimated loss on realization, and slow-moving and/or obsolete inventories, in the amounts of R$ 112,177 (R$ 75,615 as of March 31, 2025). Changes in the losses for the years ended March 31, 2026 and 2025 are shown below:


 

2026

 

2025 (*)

(Unaudited)

 Balance at the beginning of the year

 (75,605)

 

 (193,078)

Estimated losses

 (316,569)

 

 (117,559)

Reversals and write-offs (1)

277,967

 

234,260

Effects of foreign currency translation and others

2,030

 

762

 Balance at the end of the year

 (112,177)

 

 (75,615)

 
(*) Not covered by the auditor’s report

(1)  

The (set-up) reversal of estimated losses mainly refers to the recovery of ethanol prices and inventory write-offs due to items sold and/or consumed.


9 Biological assets


9.1 Accounting policy


Raízen’s biological assets comprise unharvested cane cultivated in sugarcane crops, which will be used as a raw material source in the production of sugar, ethanol, and bioenergy upon harvesting.


Planted areas represent only sugarcane crops, not considering the land where the crops are located, which are recognized under property, plant, and equipment and/or right of use, as applicable.


The fair value measurement method is the cash flow discounted to present value. The valuation model considers the present value of expected cash flows to be generated, including projections of up to 18 months, considering the estimates of the effective date for cutting the unharvested sugarcane.


Changes in fair values between the years, as well as their amortization, are allocated in the statement of income under Cost of products sold and services provided.


Expenditures on crop maintenance are presented within the investing activities section of the statements of cash flows, consistent with how management runs the business.


9.2 Accounting judgments, estimates and assumptions

 

Biological assets are measured at fair value on each statement of financial position date and the effects of changes in fair value between periods are allocated directly to the cost of products sold. The key assumptions and sensitivity are disclosed in Notes 9.4 and 9.5, respectively.


67


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

9.3 Changes

 

Changes in biological assets during the years ended March 31, 2026 and 2025 are detailed below:


 

2026

 

2025 (*)

(Unaudited)

Balance at the beginning of the year

3,514,712

 

 4,185,031

Additions to sugarcane treatments

 1,873,801

 

2,116,849

Absorption of harvested sugarcane costs

(2,069,819)

 

(1,945,843)

Change in fair value, net of realization (Note 30.1)

(1,537,620)

 

(801,696)

Transfer to non-current assets held for sale (Note 12)

(504,306)

 

(39,629)

 Balance at the end of the year

 1,276,768

 

 3,514,712


(*) Not covered by the auditor’s report


9.4 Assumptions


The main assumptions used in determining the fair value, determined by level 3 of the fair value hierarchy, were as follows:

 

 

2026


2025 (*)

(Unaudited)

Estimated harvest area (hectares)

434,810


618,095

Quantity of total recoverable sugar (“ATR”) per hectare

10.38


10.63

Projected average ATR price per kg (R$/kg)

0.96


1.27

Annual real discount rate

9.61%


8.75%

(*) Not covered by the auditor’s report
 

During the year ended March 31, 2026, the Company reviewed the assumptions used to calculate the biological assets, and the main assumptions were: (i) reduction in estimated area; (ii) the quantity of ATR per hectare; and (iii) decrease in the price per kg of projected average ATR.


9.5 Sensitivity analysis


The Company evaluated the consolidated impact on fair value of biological assets as of March 31, 2026, as a sensitivity analysis, considering the increase or decrease by 5% of the following assumptions: (i) reduction in estimated area; (ii) the quantity of ATR per hectare; (iii) the price per kg of projected average ATR; and (iii) the annual real discount rate. The consolidated results of the sensitivity of biological assets are presented below:



Scenarios
Asset/liability balances
  Quantity of ATR 
 Price per Kg of ATR
Annual real discount rate 
Fair value balance
Impactson profit or loss

Increase by 5%


1,276,768


194,934


144,110


(8,611)


1,607,201


330,433

Decrease by 5%


1,276,768


(194,934)


(144,110)


9,600


947,324


(329,444)

 


 


As of March 31, 2026, the unit values used in the sensitivity analysis are as follows:








Scenarios

Assumptions             


Indicators             


              +5%


             -5%

Quantity of ATR


Kg/hectare


10.90


9.86

Price per Kg of ATR


R$/Kg


1.01


0.91

Annual real discount rate


% p.y.


10.09%


9.13%


 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


9.6 
Other information

 

The operational activities of sugarcane planting are exposed to variations resulting from climate changes, pests, diseases, and forest fires, among other natural forces.


Historically, climatic conditions can cause volatility in the sugar-energy sector and, consequently, in the Company’s operating results, as they influence crops by increasing or reducing harvests.


10 Recoverable taxes


10.1 Accounting policy


Recoverable taxes are recognized at their original amount when the Company has a legal right to offset or refund and when realization is probable through offsetting against taxes payable of the same nature or through cash reimbursement. The Company periodically assesses the recoverability of these credits, establishing a provision for losses where applicable.


10.2 Breakdown


             

2026

 

2025 (*)
(Unaudited)

ICMS (1)

 1,999,959

 

 2,502,811

PIS and COFINS (1)

13,436,150

 

11,490,341

Value Added Tax (“IVA”)

35,427

 

87,383

Others

283,034

 

292,713

Estimated loss on realization of taxes (2)

(2,938,771)

 

(48,774)

 

 12,815,799

 

 14,324,474

Current

 (2,672,800)

 

 (5,589,190)

Non-current

 10,142,999

 

 8,735,284

(*) Not covered by the auditor’s report

(1)  The balances as of March 31, 2026 reflect the corporate restructuring related to the partial spin-off of RSA to the Company, as mentioned in Note 1.2.d.
(2)    During the year ended March 31, 2026, the Company recognized the provision for impairment of recoverable taxes related to PIS, COFINS and ICMS in the amounts of R$ 2,847,076, due to the substantial doubt related to Raízen’s ability to continue as a going concern (Note 1.1). This provision may be partially and/or fully reversed once this uncertainty is no longer present.

69

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


11 Related parties


11.1 Accounting policy

 

The Company identifies and discloses its related-party transactions and balances in accordance with IAS 24 – Related Party Disclosures. Related parties are defined as: (i) indirect shareholders Cosan S.A. and Shell Brazil Holding B.V.; (ii) the Company’s subsidiaries, joint ventures, and associates; (iii) other entities under common control, joint control, or significant influence of the same shareholders; (iv) key management personnel, comprising members of the Board of Directors, Statutory Officers, and their close family members; and (v) entities over which key management personnel exercise control, joint control, or significant influence.


Financial and operational transactions with related parties are conducted on an arm’s length basis, in line with those prevailing in the market or with conditions the Company would contract with third parties.


Asset and liability balances with related parties are initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, where applicable. Balances and transactions arising from operations between consolidated companies are fully eliminated in the consolidated financial statements, as described in Note 2.6.


Raízen and its subsidiaries have fully integrated management of the cash flow. The main instruments used for cash management are as follows:


• Funds Management Contract (“GRF”) – operation used between companies domiciled in Brazil


The subsidiary RESA, which centralizes the corporate activities of the Company and its subsidiaries, is responsible for cash management, based on the asset management contract.


Such transactions, including the receipt and/or payment of interest, are presented in the statement of cash flows, on a net basis, under cash flows from financing activities.


• PPE contracts – transactions conducted between companies domiciled in Brazil and abroad


In certain situations, Raízen’s subsidiaries domiciled abroad raise funds in the international financial market and subsequently transfer them to Raízen companies domiciled in Brazil, in the form of PPE contracts. These contracts are formalized pegged to exported volumes of products sufficient to settle the contracts.


Such transactions are presented under cash flows from investing activities when granted (outflow of funds) and under cash flows from financing activities when received (inflow of funds).


70


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

11.2 Breakdown

 

 

2026

 

2025 (*)
(Unaudited)

Assets

 

 

 

Assets classified by currency:


Domestic (local currency)

1,207,873

 

1,714,554

Foreign (foreign currency) (Note 4.5)

579,133

 

695,684

 

1,787,006


2,410,238

Financial transactions (b)


Nordeste Logística I S.A.

9,732

 

8,272

Latitude Logística Portuária S.A.

5,292

 

7,514

Navegantes Logística Portuária S.A.

37,482

 

37,742

Rio Power Participações S.A.

-

 

2,634

 

52,506

 

56,162

Commercial and administrative transactions (c)


Grupo Rumo

162,242

 

310,895

Grupo Agricopel

99,854

 

115,699

Raízen Energia S.A. and its subsidiaries

-

 

-

Grupo Shell

158,168

 

224,388

Raízen Paraguay S.A.

10,110

 

459,436

Centroeste Distribuição

-

 

-

Raízen Argentina S.A.

-

 

-

Raízen Mime Combustíveis S.A.

-

 

-

Petróleo Sabbá S.A.

-

 

-

Others

462,743

 

248,707

 

893,117

 

1,359,125

Framework agreement and others (d)


 


Grupo Shell 348,305
400,253

Cosan S.A.

484,062

 

585,690

Others

9,016

 

9,008

 

841,383

 

994,951

Preferred shares (e)


Raízen Mime Combustíveis S.A.

-

 

-

 

-

 

-

Total assets

1,787,006

 

2,410,238

Current

(1,075,158)

 

(1,609,184)

Non-current

711,848

 

801,054

 

(*) Not covered by the auditor’s report

71


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

 

2026

 

2025 (*)
(Unaudited)

Liabilities


Liabilities classified by currency:


Domestic (local currency)

2,469,787

 

2,507,239

Abroad (foreign currency) (Note 4.5)

2,389,361

 

3,341,124

 

4,859,148

 

5,848,363

Asset management (a)


Raízen Energia S.A. and its subsidiaries

-

 

 -

 

-

 

-

Financial transactions (b)


Raízen Fuels Finance S.A.

 -

 

 -

Raízen Trading S.A.

-

 

-

Others

40

 

50

 

40

 

50

Commercial and administrative transactions (c)


Grupo Shell

 2,866,386

 

 3,341,124

Raízen Energia S.A. and its subsidiaries

-

 

-

Petróleo Sabbá S.A.

-

 

-

Grupo Rumo

12,767

 

17,450

Raízen Mime Combustíveis S.A.

-

 

-

Raízen Argentina S.A.

-

 

-

Blueway Trading Importação e Exportação S.A.

-

 

-

Others

45,041

 

47,303

 

2,924,194

 

3,405,877

Framework agreement (d)


Grupo Shell

 361,442

 

 446,512

Cosan S.A.

387,546

 

535,945

Others

523

 

1,768

 

749,511

 

984,225

Preferred shares and others (e)


Shell Brazil Holding B.V.

 217,614

 

 205,231

Posto Mime S.A.

248,021

 

220,731

 

465,635

 

425,962

 

(*) Not covered by the auditor’s report

72


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated



Continuation

 

2026


2025 (*)
(Unaudited)

Lease liabilities (Note 19.4) (f)

 


 

Radar Propriedades Agrícolas S.A.

98,717


149,809

Aguassanta Desenvolvimento Imobiliário S.A.

28,972


72,158

Nova Agrícola Ponte Alta S.A.

52,985


84,299

Aguassanta Agrícola S.A.

34,724


55,589

Jatobá Propriedades Agrícolas Ltda.

46,294


64,804

Nova Amaralina S.A. Propriedades Agrícolas

28,127


45,459

Proud Participações S.A.

17,722


35,560

Terrainvest Propriedades Agrícolas S.A.

41,192


59,519

Vale da Ponte Alta S/A

45,675


64,792

Bioinvestiments Negócios e Participações S.A.

26,950


41,797

Palermo Agrícola S/A

55,408


58,632

Agrobio Investimento e Participações S.A.

73,833


93,740

Seringueira Propriedades Agrícolas Ltda.

34,718


49,116

Others

134,451


156,975

 

719,768


1,032,249

Total liabilities

4,859,148


5,848,363

Current

(1,437,217)


(1,815,563)

Non-current

3,421,931


4,032,800

(*) Not covered by the auditor’s report

(a) Asset management


The balances recorded in the parent company’s liabilities, amounting to R$ 126,295 (R$ 8,448,815 as of March 31, 2025), refer to funds received for conducting asset management activities. In the years ended March 31, 2026 and 2025, the Company recorded financial expenses of R$ 309,190 and R$ 696,483, respectively, as a result of the activities under the terms of the current agreement.


In the year ended March 31, 2026, part of the GRF amount recorded in the parent company’s liabilities, in the amount of R$ 7,332,171, was included in the spun-off assets from the partial spin-off of the Company (Note 14.5).


The remuneration and expenses related to the asset management agreement are calculated by applying real interest determined by the market rate equivalent to 107% of the CDI on the outstanding monthly balances at the end of the year, with maturities agreed between the parties that generally do not exceed 12 months.


73


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 

(b) Financial transactions


The table below presents, as of March 31, 2026 and 2025, the information on loans granted to associates:

 







Updated granted amount


Associates

 

Index


Agreement date


2026


2025 (*)
(Unaudited)


Maturities

Navegantes Logística Portuária S.A.

 


CDI + 2.5% p.y.



07/17/2023



-


16,631


Up to 3 years

Nordeste Logística I S.A.

 

CDI + 2.5% p.y.


09/28/2023


9,731


8,272


Up to 4 years

Latitude Logística Portuária S.A.

 

CDI + 2.5% p.y.


05/27/2024


-


3,016


Up to 1 year

Latitude Logística Portuária S.A.

 

CDI + 2.5% p.y.


07/01/2024


5,292


4,498


Up to 2 years

Navegantes Logística Portuária S.A.

 

CDI + 2.5% p.y.


07/10/2025


12,339


-


Up to 1 year

Navegantes Logística Portuária S.A.

 

CDI + 2.5% p.y.


09/05/2025


6,027


-


Up to 1 year

Navegantes Logística Portuária S.A.

 

CDI + 2.5% p.y.


07/30/2024


-


14,222


Up to 3 years

Rio Power Participações S.A.

 

CDI + 2.5% p.y.


01/07/2025


-


2,634


Up to 3 years

Navegantes Logística Portuária S.A.

 

CDI + 2.5% p.y.


02/20/2025


4,052


6,889


Up to 1 year

Navegantes Logística Portuária S.A.

 

CDI + 2.5% p.y.


10/16/2025


15,065


-


Up to 1 year

 

 

 


 


52,506


56,162


 

Current

 

 


 


(42,774)


(14,403)


 

Non-current

 

 


 


9,732


41,759


 

(*) Not covered by the auditor’s report

As of March 31, 2026 and 2025, the amount recorded in liabilities of the parent company Raízen refers to PPE agreements payable to indirect subsidiary Raízen Fuels, and a loan payable to indirect subsidiary Raízen Trading S.A., as follows:










Average effective rate




 Agreement


 Currency


Principal in foreign currency


 Maturities


 2026


 2025 (*)
(Unaudited)

 

 2026


 2025 (*)
(Unaudited)

PPE (1)


US$


750,000


Jul/32


6.25%


-

 

3,803,023


-

PPE


US$


350,000


Mar/34


6.98%


6.98%

 

1,769,009


2,027,970

PPE


US$


639,623


Mar/34


6.98%


6.98%

 

3,323,186


3,754,565

PPE


US$


488,599


Mar/54


7.48%


7.48%

 

2,562,334


2,819,021

Loan (2)


US$


201,452


Mar/27


6.80%


-

 

1,055,237


-












 

12,512,789


8,601,556

Current











 

(12,512,789)


(42,006)

Non-current











 

-


8,559,550

(*) Not covered by the auditor’s report

(1)

On July 8, 2025, the Company entered into a PPE agreement with indirect subsidiary Raízen Fuels in the amount of US$ 750,000 thousand, equivalent to R$ 4,250,050, with final maturity in July 2032.



(2) In March 2026, the Company entered into loan agreements with indirect subsidiary Raízen Trading S.A. in the amount of up to US$ 400,000 thousand, to be provided in tranches according to the agreement between the parties, with final maturity within one year from the date of release of each tranche.


74


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 


Fair value

 

As of March 31, 2026 and 2025, the carrying amount and fair value of PPE, determined by level 2 of the fair value hierarchy, are as follows: 

             



Fair value balance (1)

Financial results (Note 32)

Insurance type


2026


2025 (*)
(Unaudited)


2026


2025 (*)
(Unaudited)

PPE


(197,567)


72,386


269,953


(82,305)



(197,567)


72,386


269,953


(82,305)

(*) Not covered by the auditor’s report

(1) As of March 31, 2026 and 2025, the carrying amount of said debts, including the fair value balance of the hedged risk, is R$ 8,895,218 and R$ 5,782,535, respectively.

 

(c) Commercial, administrative, and other transactions

 

The amounts recorded in assets refer to commercial transactions for the sale of products, such as gasoline, diesel, jet fuel, ethanol, sugar, and other materials, as well as operations of cargo handling at ports (physical movement of sugar from warehouses to ships at the port, for export).


The amounts recorded in liabilities refer to commercial transactions for the purchase of products and provision of services such as: ethanol, diesel, gasoline, road and rail freight, storage, sugar, sugarcane, advances from clients for sugar exports, and granting of licenses for use of the Shell brand.


(d) Framework agreement and others

 

The amounts recorded in assets and liabilities refer substantially to balances recoverable (from) or refundable (to) Raízen’s shareholders, as they relate to the period prior to the formation of Raízen in 2011.


(e) Preferred shares and others

 

The balance stated in the assets of the parent company as of March 31, 2026 and 2025 refers to credits of preferred shares receivable from subsidiary Raízen Mime related to the gain from certain divestments made.


The balance recorded in the consolidated liabilities arises substantially from tax credits to be reimbursed to Shell, when effectively used by Raízen, determined by the balances of tax losses and negative basis of social contribution from periods prior to the formation of Raízen in 2011.


The amount of R$ 173,646 owed to Posto Mime S.A. (“Posto Mime”) refers to the capital to be paid up in local currency by direct subsidiary Raízen Serviços e Participações, maturing in up to five years as from the date of the Extraordinary General Meeting (“EGM”) held on October 1, 2024, which is subject to monetary update based on the CDI rate. During the year ended March 31, 2026, interest recognized as a financial expense in the result was R$ 27,290.


75


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

(f) Lease liabilities

As of March 31, 2026 and 2025, changes in lease liabilities are as follows:

 

2026

 

2025 (*)
(Unaudited)

Balance at the beginning of the year

1,032,249

 

1,344,478

Additions

22,748

 

-

Write-offs

(47,710)

 

(12,091)

Payments of principal and interest (294,265)
(395,354)

Interest

91,360

 

116,031

Remeasurements

(54,590)

 

(8,488)

Transfers

(30,024)

 

(12,327)

Balance at the end of the year

719,768


1,032,249

Current

(225,411)


(242,220)

Non-current

494,357


790,029

 

(*) Not covered by the auditor’s report


76


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


11.3 Transactions with related parties  

 

2026

 

2025 (*)
(Unaudited)

 

2024

Sale of goods




Grupo Shell (7)

2,179,790


2,519,709

 

2,881,947

Grupo Rumo (4)

2,514,852

 

2,407,025

 

2,250,508

Grupo Agricopel (5)

1,849,055

 

1,538,557

 

1,493,044

Raízen Paraguay S.A.

1,664,427

 

1,227,700

 

-

Others

86,337

 

121,482

 

22,155

 

8,294,461

 

7,814,473

 

6,647,654

Purchase of goods and services

 

 

 

 

 

Grupo Shell (7)

(3,407,435)

 

(4,930,461)

 

(4,999,198)

Grupo Rumo (4)

(630,011)

 

(575,689)

 

(899,648)

Logum Logística S.A.

(129,161)

 

(114,799)

 

-

Grupo Agricopel (5)

-

 

-

 

(105,126)

Others

(54,073)

 

(284,059)

 

(319,829)

 

(4,220,680)

 

(5,905,008)

 

(6,323,801)

Financial expenses, net (1)




Raízen Energia S.A. and its subsidiaries

-

 

-

 


Grupo Shell (7)

(466,140)

 

(186,645)

 

(266,298)

Grupo Radar

(30,259)

 

(44,943)

 

-

Others

(39,443)

 

(56,521)

 

(107,567)

 

(535,842)

 

(288,109)

 

(373,865)

Revenues from services and others, net (2)


 

 



Cosan Lubrificantes e Especialidades S.A.

-

 

-

 

17,083

Grupo Rumo 37,654
34,029
34,619

Comgás - Companhia de Gás de São Paulo

14,045

 

12,684

 

13,136

Grupo Agricopel

95,191

 

89,403

 

-

Shell Brazil Holding B.V.

13,186

 

6,398

 

37,566

Raízen Paraguay S.A.

10,136

 

1,229

 

-

Compass Comercialização S.A.

6,226

 

3,222

 

-

Others

50,566

 

59,518

 

46,011

 

227,004

 

206,483

 

148,415

Service (expenses) income, net (3)




Grupo Shell (7)

113,316

 

(336,440)

 

(404,758)

Others

(14,321)

 

(12,109)

 

(21,628)

 

98,995

 

(348,549)

 

(426,386)

 

(*) Not covered by the auditor’s report


77


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


The prices and terms of transactions between related parties are determined exclusively through negotiations between the entities involved. During the years ended March 31, 2026 and 2025, no expected credit losses were recognized for transactions between the Company and its related parties.


(1)

Correspond mostly to: (i) interest and exchange differences of PPEs, raised with indirect subsidiary Raízen Fuels; (ii) gains (losses) from the asset management agreement entered into between the companies; (iii) interest on accounts payable to Shell for brand licensing; (iv) interest on loans granted to associates; and (v) other exchange variations and interest.



(2)

These refer to: (i) the collection of expenses related to the sharing of corporate, management and operating costs.



(3)

These refer to: (i) expenses related to the sharing of corporate, management and operating costs with RESA; and (ii) expenses for technical support, maintenance of the billing and collection process, commissions on the sale of jet fuel and secondees to Shell.



(4)

“Grupo Rumo” refers to the railway and port operations represented by the following companies: Rumo S.A., Logispot Armazéns Gerais S.A., Rumo Malha Sul S.A., Rumo Malha Oeste S.A., Rumo Malha Paulista S.A., Rumo Malha Norte S.A., Rumo Malha Central S.A., Portofer Transporte Ferroviário Ltda., ALL Armazéns Gerais Ltda., Terminal São Simão S.A., América Latina Logística Intermodal S.A. and Brado Logística S.A.



(5)

“Grupo Agricopel” refers mostly to fuels commercialization represented mainly by the companies Agricopel Comércio de Derivados de Petróleo Ltda., Posto Agricopel Ltda., Agricopel Diesel Paraná Ltda. and Blueadm Administradora de Bens Ltda., whose relationship takes place through FIX Investimentos Ltda., which is the non-controlling shareholder of Raízen Mime.



(6)

The Company’s purchase transactions are substantially represented by those originating from imports of oil products in the foreign market by subsidiary Blueway.



(7) “Grupo Shell” refers mainly to the commercial transactions conducted by Shell Aviation Limited, Shell Overseas Investments B.V., Shell Trading Rotterdam, Shell Companhia Argentina, Shell Trading US Company, Pilipinas Shell Petroleum Corporation and granting of the licenses to use the Shell brand by Shell Brands International AG.

 

11.4 Guarantees

 

Considering that Raízen operates a centralized corporate treasury area, the Company is the guarantor of certain debts of its subsidiaries.


11.5 Officers and members of the Board of Directors

 

Fixed and variable compensation to key management personnel of Raízen and its subsidiaries, including statutory officers and members of the Board of Directors, recognized in the results for the years ended March 31, 2026, 2025 and 2024, is as follows:

 

 

2026

 

2025 (*)
(Unaudited)

 

2024

Regular compensation

(149,329)

 

(111,531)

 

(94,265)

Bonuses and other variable compensation

(33,085)

 

(51,681)

 

(97,721)

Share-based payment (Note 28)

(17,739)

 

(21,135)

 

(24,565)

Total compensation

(200,153)

 

(184,347)

 

(216,551)

 

(*) Not covered by the auditor’s report

The Company shares the corporate, management and operating costs and structures with its subsidiary RESA. Key management personnel include mostly the employees of its subsidiaries, and the costs are transferred to the Company through the issuance of debt notes.

78


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


12 Non-current assets and liabilities held for sale

 

12.1 Accounting policy

 

The Company classifies a non-current asset or a group of non-current assets as held for sale, as well as the liabilities associated with these assets held for sale, when their recovery is expected to occur primarily through a sale transaction rather than through continued use.


The criteria for classification as non-current assets held for sale are met when a sale is highly probable within 12 months and the asset, or group of assets, is available for immediate sale in its current condition, subject only to the usual and customary terms applicable to the sale of such assets. A sale is considered highly probable when the appropriate level of the Company’s management is committed to the sale plan, and a firm program has been initiated to locate a buyer and complete the transaction within a period of up to one year from the date of classification.


These assets and liabilities are presented as disposal groups, as required by IFRS 5 – Non-current Assets held for Sale and Discontinued Operations.


In the year ended March 31, 2025, management concluded that, although relevant, these assets do not represent a separate significant line of business or geographical area, which is the reason why they do not meet the definition of discontinued operations.

 

12.2 Basis of measurement

 

The non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less selling expenses. Selling expenses correspond to incremental expenses directly attributable to the transaction, excluding finance charges and income taxes.


When applicable, impairment losses are recognized to adjust the assets to their estimated net realizable value.


12.3 Changes

 

As of March 31, 2026, the changes in “non-current assets and liabilities held for sale” are as follows:

 


ESB Plants

 

Energy Trading Company

 

Solar Power Generation

Plants

 

Elimination

 


Total

As of March 31, 2025 (*) (Unaudited)

-

 

-

 

-

 

-

 

-

Transfer

2,923,036

 

516,495

 

1,091,240

 

348,105

 

4,878,876

Provision for impairment (30.1)

(298,223)

 

(386,495)

 

(885,924)

 

 

 

(1,570,642)

Write-offs due to sale

(2,199,762)

 

-

 

(68,430)

 

 

 

(2,268,192)

As of March 31, 2026

425,051

 

130,000

 

136,886

 

348,105

 

1,040,042

 

(*) Not covered by the auditor’s report

79


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

As of March 31, 2026, the non-current assets and liabilities held for sale are as shown below:

 


ESB Plants

 

Energy Trading Company (b)

 

Solar Power Generation

Plants (c)

 

Elimination (1)

 

Total

Non-current assets held for sale

 

 

 

 

 

 

 

 

 

Derivative financial instruments

118,970

 

2,745,898

 

-

 

-

 

2,864,868

Trade accounts receivable

4,952

 

223,557

 

13,045

 

-

 

241,554

Inventories

164,467

 

-

 

-

 

-

 

164,467

Biological assets (Note 9.3)

504,306

 

-

 

-

 

-

 

504,306

Recoverable income tax and social contribution

74

 

-

 

155

 

-

 

229

Recoverable taxes (Note 10.2)

433,236

 

2,365

 

24,704

 

-

 

460,305

Deferred income tax and social contribution (Note 21.6)

-

 

-

 

-

 

-

 

-

Property, plant and equipment

3,025,720

 

1,103

 

1,206,152

 

-

 

4,232,975

Right of use

1,272,654

 

-

 

119,460

 

-

 

1,392,114

Intangible assets

5,616

 

1

 

1,703

 

-

 

7,320

Provision for impairment

(298,223)

 

(386,495)

 

(885,924)

 

-

 

(1,570,642)

Related parties

15,317

 

204,129

 

116,774

 

(336,220)

 

-

Other

73,096

 

133,757

 

208,503

 

-

 

415,356

Write-off due to sale

(3,758,806)

 

-

 

(68,430)

 

-

 

(3,827,236)

Total assets

1,561,379

 

2,924,315

 

736,142

 

(336,220)

 

4,885,616

Non-current liabilities held for sale

 

 

 

 

 

 

 

 

 

Suppliers

(55,007)

 

(301,418)

 

(27,033)

 

-

 

(383,458)

Derivative financial instruments

(1,029)

 

(2,306,762)

 

-

 

-

 

(2,307,791)

Lease liabilities

(1,822,875)

 

-

 

(136,457)

 

-

 

(1,959,332)

Loans and financing

-

 

-

 

(300,284)

 

-

 

(300,284)

Deferred income tax and social contribution

(157,360)

 

(149,150)

 

(7,409)

 

-

 

(313,919)

Related parties

(576,926)

 

(23,067)

 

(84,332)

 

684,325

 

-

Other

(82,175)

 

(13,918)

 

(43,741)

 

-

 

(139,834)

Write-off due to sale

1,559,044

 

-

 

-

 

-

 

1,559,044

Total liabilities

(1,136,328)

 

(2,794,315)

 

(599,256)

 

684,325

 

(3,845,574)

Total non-current assets and liabilities held for sale, net

425,051

 

130,000

 

136,886

 

348,105

 

1,040,042


(1) Refers to the financial and commercial transactions maintained by direct subsidiary RESA and its Associates, which were eliminated at the Consolidated level.

 

The assets and liabilities above are presented separately in the statement of financial position, as required by IFRS 5.


80


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated



12.4 Disposals during the year

 

During the year ended March 31, 2026, the Company completed the disposal of certain assets previously classified as held for sale that did not meet the definition of discontinued operations, including:


(a) ESB Plants


• Leme Plant

  

On May 12, 2025, the Company signed a contract for the sale of the Leme plant, within the ESB segment, for R$ 322,025, adjusted to reflect usual variations in transactions of this nature. The transaction was completed on November 1, 2025, with the full receipt of the amount in local currency and the write-off due to disposal of assets and liabilities held for sale for R$ 281,569. As a result of this transaction, the Company recognized a gain (Note 31 – “Gain (loss) on disposal of assets”) in the amount of R$ 40,456.


In addition to the gain recognized on the sale of this plant, losses were recognized (Note 31 – “Gain (loss) on impairment of fixed assets, goodwill and surplus value”) in the year ended March 31, 2026, in the amount of R$ 102,835, relating to the write-off of goodwill and surplus value of fixed assets, respectively, which had been previously recorded


• Assets related to the Santa Elisa Plant

 

On July 15, 2025, the Company entered into agreements for the sale of 3.6 million tons of sugarcane, comprising both its own production and the transfer of supply contracts with third parties, for an estimated consideration of R$ 1,045,000.


During the year ended March 31, 2026, upon satisfaction of the contractual conditions precedent and closing of the transaction, the Company recognized a gain of R$ 882,021 (Note 31 – “Gain (loss) on disposal of assets”), net of selling costs, related primarily to the sale of sugarcane and the transfer of supplier contracts.


Of this amount, R$ 916,451 was received in local currency on the closing date. As a consequence of the closing, assets and liabilities classified as held for sale amounting to R$ 34,430 were derecognized.


Separately, following the decision to discontinue the operations of the Santa Elisa Plant, the Company reassessed the recoverable amount of the related assets and recognized impairment losses and write-offs totaling R$ 798,820 (Note 31 – “Gain (loss) on impairment of fixed assets, goodwill and surplus value”). This amount comprises: (i) R$ 137,659 related to the write-off of goodwill; (ii) R$ 586,744 related to the reduction of fixed assets to their recoverable amount (Note 15.2.2); and (iii) R$ 74,417 related to the write-off of inter-harvest costs and other assets.


81


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


• Rio Brilhante and Passa Tempo Plants

 

On August 29, 2025, the Company entered into an agreement for the sale of the Rio Brilhante and Passa Tempo plants, as well as the transfer of its own sugarcane production and supplier contracts associated with those operations.

 


 


The total consideration for the transaction amounted to R$ 1,269,899. The transaction was completed on December 1, 2025, when the Company received the full consideration in local currency and derecognized assets and liabilities classified as held for sale totaling R$ 1,568,486.


As a result of the closing of the transaction, the Company recognized a loss on disposal of R$ 298,587 (Note 31 – "Gain (loss) on disposal of assets").


Separately, in connection with the assessment of the recoverable amount of the assets and CGUs affected by the transaction, the Company recognized impairment-related write-offs totaling R$ 478,498, comprising goodwill of R$ 205,192 and surplus value of fixed assets of R$ 273,306 (Note 31 – "Gain (loss) on impairment of fixed assets, goodwill and surplus value"), which had been previously recorded.


• Continental Plant

 

On November 10, 2025, the Company entered into contracts for the sale of the Continental plant, located in the municipality of Colômbia, in São Paulo, as well as the assignment of the Company’s own sugarcane and the contracts with suppliers linked to that unit, for R$ 740,586, adjusted to reflect usual variations for transactions of this nature. The transaction was completed on March 2, 2026, with full receipt of the amount in local currency and the write-off due to disposal of assets and liabilities held for sale in the amount of R$ 321,394. As a result of this transaction, the Company recognized a gain (Note 31 – “Gain (loss) on disposal of assets”) in the amount of R$ 433,134.


With the sale of this plant, in the year ended March 31, 2026 the Company recognized the write-off of goodwill and surplus value of fixed assets, in the amount of R$ 86,251 (Note 31 – Gain (loss) on impairment of fixed assets, goodwill and surplus value”), respectively, which had been previously recorded.


• Other ESB plants and assets

 

Certain assets and equity interests were classified as held for sale as of March 31, 2026, in line with the Company’s portfolio optimization strategy.


Management considered the advanced stage of negotiation and the high probability of completing the transaction with 12 months, as well as other classification criteria established by IFRS 5.


The expected sales value of these assets is estimated at R$ 800,000, compared to a carrying amount of R$ 1,098,223. Accordingly, in the year ended March 31, 2026 the Company recognized the effect of the loss on the fair value measurement of these assets, in the amount of R$ 298,223 (Note 31 – “Provision for losses on the measurement of assets held for sale, net”).

 


82


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 


(b) Energy Trading Company


• Raízen Power

  

On December 15, 2025, the Company signed an agreement for purchase and sale of shares and other covenants, which provides for the sale of 100% of its interest in Raízen Power to Tria Comercializadora de Energia S.A. for R$ 130,000, subject to usual contractual adjustments. The consummation of the transaction is conditioned upon compliance with certain conditions precedent, including the obtainment of regulatory approvals from CADE (the Administrative Council for Economic Defense), ANEEL (the Brazilian Electricity Regulatory Agency) and CCEE (the Electric Energy Trading Chamber). The payment of the purchase price and the transfer of the shareholding control will occur on the transaction closing date.


With the sale of Raízen Power, in the year ended March 31, 2026 the Company recognized the effect of the loss on the fair value measurement of these assets, in the amount of R$ 386,495 (Note 31 – “Provision for losses on the measurement of assets held for sale, net”).


(c) Solar Power Generation Plants


• GD Assets

 

As of March 31, 2026, GD assets classified as “Non-current assets held for sale” totaled R$ 109,303, substantially related to the transaction carried out on July 24, 2025, concerning the sale of 55 GD plants.


Sales concluded during the fiscal year ended March 31, 2026, totaling R$ 439,745, were settled in cash, and the amount of R$ 38,529 is due by June 2026 and recorded under “Other receivables”, accompanied by the consequent derecognition due to disposal of assets and liabilities held for sale and related costs, in the amount of R$ 552,528.


In the same period, the Company recognized a loss (Note 31 – “Gain (loss) on disposal of assets”) in the amount of 74,264.


Additionally, the Company recognized a loss (Note 31 – “Gain (loss) on impairment of fixed assets, goodwill, and surplus value”) in the amount of R$ 137,511, relating to the provision for impairment of goodwill which had been previously recorded.


As of March 31, 2025, the balances comprising non-current assets held for sale of R$ 68,911 were recorded under “Other receivables”.


• Investments in GD plants and centralized generation projects (“UFV”)

 

As of March 31, 2026, the Company classified as non-current assets held for sale the residual GD portfolio, consisting of Power Purchase Arrangements (“PPA”) and solar assets, in addition to the UFV.


The sale value of the GD asset portfolio is R$ 27,583, compared to a book value of R$ 645,191. 


Based on the market conditions and the estimates of recoverable amount, provisions for impairment of R$ 617,809 related to GD assets and of R$ 268,315 related to UFV assets were recognized, as mentioned in Note 31 – “Provision for losses on the measurement of assets held for sale, net”, adjusting the respective carrying amounts to the estimated net sales value.


83


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

13 Contract assets


13.1 Accounting policy

 

The assets from contracts with clients correspond to the bonuses granted to Raízen clients and are subject to deadlines and performance obligations, particularly the use of the quantities provided for in fuels supply contracts. As the contractual conditions are met, bonuses are amortized and recognized in the statement of income, under Net operating revenue.


13.2 Changes

 

 

 

2026

 

2025 (*)
(Unaudited)

Balance at the beginning of the year

 

2,876,196

 

3,157,993

Derecognition due to loss of shareholding control

 

-

 

(345,219)

Additions

 

639,827

 

642,103

Amortization (Note 29.2)

 

(665,495)

 

(612,227)

Mergers

 

11,358

 

-

Effect of foreign currency translation

 

(47,735)

 

33,545

Balance at the end of the year

 

2,814,151

 

2,876,195

Current

 

(725,535)

 

(636,314)

Non-current

 

2,088,616

 

2,239,881

(*) Not covered by the auditor’s report

 

14. Investments


14.1 Accounting policy

 

Investments in entities over which the Company has significant influence or shared control are accounted for using the equity method, initially recorded in the statement of financial position at cost, plus changes after the acquisition of equity interest.


The statement of income reflects the share of the profit or loss from subsidiaries’ operations based on the equity method. When a change is directly recorded in equity of the subsidiary, associate or joint venture, the Company recognizes this fact in the statement of changes in equity, when applicable.


After the application of the equity method, the Company establishes whether an additional impairment loss on its investment in its subsidiary, associate or joint venture should be recorded. The Company establishes, at each statement of financial position date, whether there is objective evidence that the investment is impaired. If that is the case, the Company calculates the impairment amount as the difference between the recoverable amount and the carrying amount of the subsidiary, associate or joint venture, and records this amount in the statement of income.


The accounting policies of the associates and joint ventures are adjusted, when necessary, to ensure consistency with the policies adopted by the Company.


Dividends and interest on own capital received from investments in subsidiaries, in the case of individual financial statements, associates and joint ventures are classified as cash flow from investing activities.


As of March 31, 2026 and 2025, the Company does not have subsidiaries with non-controlling interests considered material. Accordingly, summarized financial information by subsidiary is not presented, as required by IFRS 12 for subsidiaries with non-controlling interests.


84


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


14.2 Breakdown

 











Investments
Equity accounting result

 


Country


Business activities
Equity interest

2026


2025 (*)
(Unaudited)


2026


2025 (*)
(Unaudited)

Carrying amount of the equity interest


 




 


 


 


 


 

Joint ventures


 




 


 


 


 


 

Posto Mime S.A.


Brazil


Fuel trade

50.00%


153,655


139,294


14,348


4,273

CGB Caruaru Energia Ltda. (1)


Brazil


Energy

50.00%


-


3,034


513


195

J.F Energia S.A. (1)


Brazil


Energy

-


-


4,006


343


1,092

Rio Power Participações S.A. (1)


Brazil


Energy

-


-


11,284


454


(806)









153,655


157,618


15,658


4,754

Associates


 




 









Termap S.A.


Argentina


Sea terminal

3.50%


357


376


-


-

Latitude Logística Portuária S.A.


Brazil


Port operation

50.00%


3,243


2,276


927


(3,735)

Navegantes Logística Portuária S.A.


Brazil


Port operation

33.33%


21,341


5,689


(11,863)


(8,835)

Nordeste Logística I S.A.


Brazil


Port operation

33.33%


3,231


6,287


(3,055)


(305)

Nordeste Logística II S.A.


Brazil


Port operation

33.33%


18,008


18,893


(884)


1,663

Nordeste Logística III S.A.


Brazil


Port operation

33.33%


18,186


18,290


(105)


600

Raízen Paraguay S.A. (Note 14.5)


Paraguay


Fuel trade

34.96%


167,377


169,055


54,358


26,572

Tupinambá


Brazil


Energy

-


-


-


-


(8,189)

Centro de Tecnologia Canavieira S.A.


Brazil


Research and development

20.84%


274,951


239,609


44,903


37,210

Logum Logística S.A.


Brazil


Logistics

30.00%


337,278


349,949


(32,329)


(37,802)

Uniduto Logística S.A.


Brazil


Logistics

46.48%


52,291


54,309


(5,039)


(5,900)

Gera Soluções e Tecnologia S.A. (1)


Brazil


Energy

-


-


19,012


(10,933)


482

Raízen Gera Desenvolvedora S.A. and subsidiaries (1)


Brazil


Energy

-


-


-


(3,723)


-









896,263


883,745


32,257


1,761



 






1,049,918


1,041,363


47,915


6,515

 

(*) Not covered by the auditor’s report

85


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated






Continuation




Consolidated










Investments
Equity accounting result


Country
Business activities
Equity interest
2026
2025 (*)
(Unaudited)

2026
2025 (*)
(Unaudited)
Surplus value of assets, net attributed to joint venture and associates














Grupo Nós


Brazil


Convenience and proximity stores


-


-

 

449,553

 

(12,802)

 

(15,363)

Raízen Paraguay S.A. (Note 14.5)


Paraguay


Fuel trade


-


24,361

 

36,911

 

(19,344)

 

(5,543)

Posto Mime S.A.


Brazil


Fuel trade


-


6,215

 

-

 

(1,057)

 

-

CGB Caruaru Energia Ltda.


Brazil


Energy


-


-

 

5,455

 

(83)

 

(197)

Gera Soluções e Tecnologia S.A.


Brazil


Energy


-


-

 

2,892

 

(70)

 

(77)

J.F Energia S.A.


Brazil


Energy


-


-

 

5,373

 

(82)

 

(194)

Rio Power Participações S.A.


Brazil


Energy


-


-

 

13,085

 

(188)

 

(453)









30,576

 

513,269

 

(33,626)

 

(21,827)

Goodwill on investments Uniduto Logística S.A.


Brazil


Logistics


-


5,676

 

5,676

 

-

 

-

Raízen Paraguay S.A. (Note 14.5)


Paraguay


Fuel trade


-


305,226

 

309,541

 

-

 

-

Posto Mime S.A.


Brazil


Fuel trade


-


107,057

 

111,859

 

-

 

-

Centro de Tecnologia Canavieira S.A.


Brazil


Research and development


-


51,946

 

51,946

 

-

 

-

 


 


 


 


469,905

 

479,022

 

-

 

-

Total investments


 


 


 


1,550,399

 

2,033,654

 

14,289

 

(15,312)

Provision for negative equity of investees Grupo Nós (Note 14.7)


Brazil


Convenience and proximity stores


50.00%


-

 

(4,138)

 

(195,915)

 

(189,515)










 


 

(181,626)

 

(204,827)

(*) Not covered by the auditor’s report

(1) Refers to equity interests related GD assets, which were sold as a result of the business portfolio recycling process (Notes 1.2).


86


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


14.3 Changes

 

Changes in investments

 

 

 

2026

 

2025 (*)
(Unaudited)

Balance at the beginning of the year

 

2,033,654

 

1,317,517

Additions

 

50,423

 

379,594

Goodwill arising (written off) on business combination (1)

 

-

 

111,859

Business combination

 

-

 

521,628

Write-off due to reduction of equity interest (4)

 

(58,725)

 

-

Reversal (set up) of provision for impairment (Note 31)

 

22,155

 

(54,274)

Assets contributed through partial spin-off (Note 14.5)

 

-

 

-

Effect of termination of equity interest (Note 14.7)

 

(436,751)

 

-

Write-off due to corporate restructuring (3)

 

(71,766)

 

-

Transfers (2)

 

(4,709)

 

-

Equity accounting result (Note 14.2)

 

(181,626)

 

(204,827)

Equity results from investees (Note 14.3)

 

-

 

-

Dividends

 

(61,364)

 

(7,602)

Provision for negative equity of investees

 

(4,138)

 

4,138

Effects of foreign currency translation

 

156,293

 

465,351

Others

 

106,953

 

(499,730)

Balance at the end of the year

 

1,550,399

 

2,033,654

(*) Not covered by the auditor’s report

(1) In the year ended March 31, 2026, this balance refers to the write-off of goodwill on the investment in Payly.


(2) Refers to amounts transferred to “Non-current assets and liabilities held for sale” (Note 12).


(3) Refers to investments written off due to the corporate restructuring related to the sale of GD assets (Note 1.2.a).


(4) Refers substantially to the reduction of equity interest in Raízen Paraguay S.A. by RESA, from 42.48% to 34.96%. As part of this transaction, RESA reduced the investment amount by R$ 58,725 and recorded a gain of R$ 46,199 (R$ 47,302 as of March 31, 2025) under “Other operating revenue (expenses), net”.

Changes in the provision for negative equity of investees
 

 

 

2026


2025 (*)
(Unaudited)

Balance at the beginning of the year


(4,138)


-

Equity accounting result


(195,915)


(189,515)

Transfer to investment

 

200,053

 

185,377

Balance at the end of the year

 

-

 

(4,138)

 

(*) Not covered by the auditor’s report

87


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


14.4 Reduction of equity interest in Raízen Paraguay

During the year ended March 31, 2025, Raízen renegotiated with the other shareholders of Raízen Paraguay the option for gradually reducing its interest in that company. Accordingly, on November 27, 2024, the Company did not disburse US$ 18,000 thousand, equivalent to R$ 104,924, related to the third installment of the consideration payable for the acquisition made on November 1, 2021. As part of this transaction, the Company reduced its interest from 50.00% to 42.48%, reducing the investment value by R$ 57,622. During the year ended March 31, 2026, continuing the process of gradual reduction of interest, RESA reduced its interest in Raízen Paraguay by R$ 58,725, from 42.48% to 34.96%.

As a result of this transaction, RESA recorded a gain in the year ended March 31, 2026 in the amount of R$ 46,199 (R$ 47,302 in 2025, recorded in the Parent Company), under “Other operating revenue (expenses), net” (Note 31).

On December 1, 2024, Raízen ceased to hold control and started applying the equity method for this investment, with consequent derecognition of assets and liabilities of the former subsidiary in the financial statements, in the amount of R$ 790,256.

(1) Effects from investees

 

This refers mainly to results from financial instruments designated as hedge accounting, net of deferred taxes, effects of foreign currency translation, and of actuarial revaluation recognized in comprehensive income and effects of capital transactions of Raízen’s subsidiaries and involving interest of non-controlling shareholders, if any.


88


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(2) Selected information of the “Grupo Nós”

 

The table below summarizes the financial information of Grupo Nós, based on its financial statements, adjusted by the recognition of fair value adjustments on the date of establishment of the joint venture and by differences in accounting policies, when applicable. The table also reconciles the summarized financial information at the carrying amount of the interest held by Raízen in the joint venture.


On February 1, 2026, the Company completed the operation for terminating the joint venture Grupo Nós, a company established in 2019 by Raízen and by FEMSA. With the completion of the operation, Raízen currently holds 1,256 convenience stores of the Shell Select and Shell Café brands, strengthening the strategy of developing the priority model of franchises integrated to its Shell stations network.


As preliminary effects of the transaction, the Company recognized under the line item “Investments”, the negative amounts of R$ 436,751, respectively. In addition, the Company recognized under the line item “Intangible assets”, the amount of R$ 975,920. The effects on the result for the year ended March 31, 2026, arising from the transaction, were recognized as a gain on the result for the year, under the line item “Other operating income (expenses), net”, in the amount of R$ 836,864 (Note 31).

 

 

2026

 

2025 (*)
(Unaudited)

Current assets

-

 

690,308

Non-current assets

-

 

1,122,576

Total assets

-

 

1,812,884

Current liabilities

-

 

(586,486)

Non-current liabilities

-

 

(1,231,144)

Total liabilities

-

 

(1,817,630)

Equity

-

 

(4,746)

Attributable to non-controlling shareholders

-

 

(3,529)

Attributable to controlling shareholders

-

 

(8,275)

Equity interest of Raízen

-

 

50.00%

Share of equity

-

 

(4,138)

Surplus value and remeasurement at fair value

-

 

532,762

Accumulated amortization of surplus value

-

 

(83,209)

Surplus value and remeasurement, net

-

 

449,553

Carrying amount of the equity interest

-

 

445,415



April/2025 to January/2026

 

2025 (*)
(Unaudited)

Net operating revenue

1,730,810

 

1,632,998

Loss for the year

(390,315)

 

(376,156)

Attributable to non-controlling shareholders

(1,515)

 

(2,873)

Attributable to controlling shareholders

(391,830)

 

(379,029)

Equity interest of Raízen

50.00%

 

50.00%

Equity accounting result

(195,915)

 

(189,515)

 

(*) Not covered by the auditor’s report

89


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(3) Selected information on associates and other joint ventures


The table below describes the financial information of the Company’s main associates and other joint ventures:











2026

 

 Assets

 

 Liabilities

 

 Equity

 

Net operating revenue

 

Net income/(loss)

Raízen Paraguay S.A. (1)

1,273,821

 

(794,987)

 

(478,834)

 

3,581,871

 

146,273

Posto Mime S.A. (1)

602,329

 

(295,042)

 

(307,287)

 

1,563,007

 

27,664

Latitude Logística Portuária S.A. (1)

166,139

 

(159,639)

 

(6,500)

 

17,004

 

(4,353)

Navegantes Logística Portuária S.A. (1)

504,807

 

(505,891)

 

1,084

 

332

 

(32,466)

Nordeste Logística I S.A. (1)

70,270

 

(60,575)

 

(9,695)

 

18,164

 

1,858

Nordeste Logística II S.A. (1)

61,815

 

(7,786)

 

(54,029)

 

8,709

 

(540)

Nordeste Logística III S.A. (1)

68,242

 

(13,679)

 

(54,563)

 

11,774

 

2,641

Centro de Tecnologia Canavieira S.A.

1,695,904

 

(376,710)

 

(1,319,194)

 

428,732

 

203,872

Logum Logística S.A. (1)

3,670,552

 

(2,553,292)

 

(1,117,260)

 

406,638

 

(104,426)

Uniduto Logística S.A. (1)

111,899

 

(1)

 

(111,898)

 

-

 

(10,841)

Iogen Energy Corporation (2)

1,538

 

(370,247)

 

368,709

 

-

 

2,109

Others

-

 

-

 

-

 

854

 

(339)


 

 

 

 

 

 

 

 

 

2025 (*)
(Unaudited)

 

 Assets

 

 Liabilities

 

 Equity

 

Net operating revenue

 

Net income/(loss)

Raízen Paraguay S.A. (1)

1,342,766

 

(944,803)

 

(397,963)

 

3,258,553

 

82,726

Posto Mime S.A. (1)

494,411

 

(215,823)

 

(278,588)

 

643,683

 

8,546

Latitude Logística Portuária S.A. (1)

157,353

 

(152,802)

 

(4,551)

 

566

 

(7,470)

Navegantes Logística Portuária S.A. (1)

189,424

 

(172,356)

 

(17,068)

 

68

 

(26,508)

Nordeste Logística I S.A. (1)

74,168

 

(55,305)

 

(18,863)

 

114

 

(915)

Nordeste Logística II S.A. (1)

66,273

 

(9,588)

 

(56,685)

 

650

 

4,989

Nordeste Logística III S.A. (1)

71,945

 

(17,071)

 

(54,874)

 

900

 

1,800

Centro de Tecnologia Canavieira S.A.

1,457,939

 

(308,184)

 

(1,149,755)

 

407,803

 

178,551

Logum Logística S.A. (1)

3,654,419

 

(2,487,922)

 

(1,166,497)

 

452,830

 

(126,007)

Uniduto Logística S.A. (1)

116,862

 

(18)

 

(116,844)

 

-

 

(12,694)

Iogen Energy Corporation (2)

1,357

 

(369,390)

 

368,033

 

-

 

78

CGB Caruaru Energia Ltda. (1) (3)

12,914

 

(6,846)

 

(6,068)

 

-

 

390

J.F Energia S.A. (1)

9,430

 

(1,418)

 

(8,012)

 

2,320

 

2,184

Rio Power Participações S.A. (1) (3)

33,641

 

(14,149)

 

(19,492)

 

49,960

 

(1,392)

Gera Soluções e Tecnologia S.A. (1) (3)

69,185

 

(5,812)

 

(63,373)

 

-

 

1,607

(*) Not covered by the auditor’s report

(1) The fiscal year of these investees ends on December 31.


(2) Jointly controlled company, in which the Company holds 50% of the common shares, whose fiscal year ends on August 31 of each year. RESA did not recognize a provision for negative equity since it is not responsible for legal or constructive (non-formalized) obligations to make payments on behalf of this company.


(3) Refers to equity interests related to GD assets, which were sold as a result of the business portfolio recycling process (Note 12).


90


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


15. Property, plant and equipment


15.1 Accounting policy

 

Property, plant and equipment items, including sugarcane planting, are measured at historical acquisition or construction cost, less accumulated depreciation and accumulated impairment losses, if any.


Cost includes expenses directly attributable to the acquisition of an asset. The cost of assets built by the Company and its subsidiaries includes materials and direct labor, and any other cost to bring the asset to the location and condition necessary for it to operate as intended by management; borrowing costs on qualifying assets; and non-recoverable taxes. Borrowing costs related to funds raised for construction in progress are capitalized upon completion of these projects.


Expected expenses related to removal of fuel storage tanks are estimated and recorded as part of the cost of property, plant and equipment, matched against the provision that will support such expenses, in current and non-current liabilities, depending on the expected term of the obligation, under “Other liabilities”.


Subsidiary RESA conducts the main scheduled maintenance activities at its bioenergy plants on an annual basis (off-season). This generally takes place between January and March, with the aim of inspecting and replacing components. The key annual maintenance costs include labor costs, materials, external services and overheads allocated during the off-season period. These costs are classified as parts and components that are frequently replaced, in property, plant and equipment, and are fully depreciated in the following harvest.


The cost of an equipment item that must be replaced annually is accounted for as a component of the equipment cost and depreciated over the next crop year. Periodic maintenance costs are expensed when incurred as the replaced components do not improve production capacity or introduce improvements to equipment.


Other repairs and maintenances are recognized in income over the period in which they are incurred. The cost of any renovation that increases the useful life must be recorded in assets and included in the asset’s carrying amount if it is probable that future economic benefits after the renovation exceed the initially assessed performance standard for the existing asset and these benefits will flow to the Company. Major renovations are depreciated over the remaining useful life of the related asset.


Land is not depreciated.

 


 

As of March 31, 2026 and 2025, the depreciation was calculated based on the estimated useful life of each asset. The weighted average annual depreciation rates are as follows:

 

Class

 

2026


2025 (*)
(Unaudited)

Buildings and improvements

 

4%


3%

Machinery, equipment, and facilities

 

6%


5%

Vehicles

 

9%


8%

Sugarcane planting

 

20%


20%

Furniture, fixtures, and IT equipment

 

17%


18%

(*) Not covered by the auditor’s report

The residual values and useful lives of assets are reviewed by competent technical members and adjusted, as appropriate, at each year end.


Gains and losses on disposals are determined by comparing the sales amounts with the carrying amount and are recognized under “Other operating revenue (expenses), net” in the statement of income.


Expenditures on crop maintenance are presented within the investing activities section of the statements of cash flows, consistent with how management runs the business.

91


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

15.2 Breakdown

 

 

 


 


 


 


 


 


 


 


 


2026


Land and rural properties
Buildings and improvements
Machinery, equipment, and facilities
Vehicles, vessels and aircraft
Furniture, fixtures, and IT equipment
Construction in progress
Sugarcane planting
Frequently replaced parts and components
Others
Total

As of March 31, 2025 (*) (Unaudited)

1,454,227


4,253,385


14,942,174


396,093


373,236


11,476,758


4,461,023


1,499,146


275,577


39,131,619

Accumulated cost or valuation

1,454,227


5,704,140


25,584,240


755,435


726,571


11,476,758


12,605,702


2,440,747


344,138


61,091,958

Accumulated depreciation

-


(1,450,755)


(10,642,066)


(359,342)


(353,335)


-


(8,144,679)


(941,601)


(68,561)


(21,960,339)

Business combination

-


8,264


110,250


-


1,397


523


-


-


-


120,434

Corporate restructuring

-


9,308


(5,783)


-


3,108


523


-


-


-


7,156

Additions

659


168,962


103,783


-


16,722


3,517,936


1,127,336


1,525,014


-


6,460,412

Write-offs

(47,578)


(328,118)


(90,350)


(8,589)


(841)


(212,944)


(46,277)


(71,695)


(1,823)


(808,215)

Provision for impairment, net (2)

(2,372)


(1,074,507)


(3,707,881)


244


285


(451,266)


(169,774)


-


(4,321)


(5,409,592)

Transfers (1)

(189,645)


421,764


4,210,049


(43,692)


10,022


(8,203,401)


(837,657)


(94,988)


(8,013)


(4,735,561)

Effects of foreign currency translation and others

(67,225)


(47,300)


(362,704)


(1,554)


(15,333)


(165,804)


-


-


(28,154)


(688,074)

Depreciation

-


(232,546)


(1,568,472)


(54,851)


(69,932)


-


(1,086,825)


(1,568,306)


(5,105)


(4,586,037)

As of March 31, 2026

1,148,066


3,179,212


13,631,066


287,651


318,664


5,962,325


3,447,826


1,289,171


228,161


29,492,142

Accumulated cost or valuation

1,148,066


4,542,564


23,250,196


601,572


698,152


5,962,325


8,359,016


1,652,317


281,659


46,495,867

Accumulated depreciation

-


(1,363,352)


(9,619,130)


(313,921)


(379,488)


-


(4,911,190)


(363,146)


(53,498)


(17,003,725)

 


92


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


  




















2025 (*) (Unaudited)

Land and rural properties
Buildings and improvements
Machinery, equipment, and facilities
Vehicles, vessels and aircraft
Furniture, fixtures, and IT equipment
Construction in progress
Sugarcane planting
Frequently replaced parts and components
Others
Total
As of March 31, 2024 1,365,457
3,428,415
11,437,494
288,290
171,381
10,475,198
4,081,608
1,393,764
219,045
32,860,652

Accumulated cost or valuation

1,365,457


4,609,869


20,412,943


684,623


467,756


10,475,198


11,453,053


2,335,365


275,046


52,079,310

Accumulated depreciation

-


(1,181,454)


(8,975,449)


(396,333)


(296,375)


-


(7,371,445)


(941,601)


(56,001)


(19,218,658)

Business combination

-


8,217


75,582


33


147,491


-


-


-


18,053


249,376

Additions due to acquisition of control in investee

-


-


188


-


108


554,512


-


-


-


554,808

Derecognition due to loss of shareholding control

(7,818)


(7,061)


-


(2,002)


(81)


(951)


-


-


-


(17,913)

Additions

-


63,653


315,628


-


10,841


6,177,414


1,365,683


1,604,816


1,198


9,539,233

Write-offs

(4,328)


(34,816)


(70,384)


(11,233)


(564)


(43,691)


(167,433)


-


(1)


(332,450)

Provision for impairment, net

-


(117,633)


(208,010)


-


123


-


-


-


(1,681)


(327,201)

Transfers (1)

2,191


1,036,284


4,499,692


178,624


106,618


(6,101,739)


(45,601)


-


8,392


(315,539)

Effects of foreign currency translation and others

98,725


77,401


236,264


2,117


14,046


416,015


-


-


40,843


885,411

Depreciation

-


(201,075)


(1,344,280)


(59,736)


(76,727)


-


(773,234)


(1,499,434)


(10,272)


(3,964,758)

As of March 31, 2025 (*) (Unaudited)

1,454,227


4,253,385


14,942,174


396,093


373,236


11,476,758


4,461,023


1,499,146


275,577


39,131,619

Accumulated cost or valuation

1,454,227


5,704,140


25,584,240


755,435


726,571


11,476,758


12,605,702


2,440,747


344,138


61,091,958

Accumulated depreciation

-


(1,450,755)


(10,642,066)


(359,342)


(353,335)


-


(8,144,679)


(941,601)


(68,561)


(21,960,339)

(*) Not covered by the auditor’s report

(1) Substantially refer to transfer: (i) of construction in progress to the corresponding asset classes after being capitalized, including transfers of software costs to “Intangible assets” in the amount of R$ 146,699 (R$ 158,125 in 2025); (ii) to “Other receivables” in the amount of R$ 7,004 (R$ 157,414 in 2025); (iii) to “Non-current assets held for sale” (Note 12.3) in the amount of R$ 4,294,824; and (iv) to "Recoverable taxes" (Note 10.1) in the amount of R$ 277,490.
(2) During the fiscal year ended March 31, 2026, this refers to: (i) provision for impairment in the amount of R$ 536,801, related to the Santa Elisa Plant assets, in line with the transaction mentioned in Notes 12.3.a and 31, recorded under the line item “Gain (loss) on impairment of fixed assets, goodwill and surplus value””; (ii) provision for losses related to the discontinuation of certain construction-in-progress projects, in the amount of R$ 312,191; (iii) provision for impairment related to distributed energy generation and other assets, in the amount of R$ 239,982, recorded under the line item “Set up of estimated loss on property, plant and equipment and intangible assets, net” (Note 31); and (iv) provision for impairment, net of reversals, in the amount of R$ 4,270,675, due to the recoverability tests performed on ESB assets, considering the scenario of substantial doubt regarding the Company’s operational continuity (Note 1.1), recorded under the line item “Set up of estimated loss on property, plant and equipment and intangible assets, net” (Note 31). This provision may be partially and/or fully reversed once this uncertainty is no longer present.
(3) During the year ended March 31, 2025, RESA and its subsidiaries revised the estimated useful life of sugarcane planting from five to six years to reflect the increase in future economic benefits associated with investments in sugarcane renewal.


93


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

15.3 Impairment analysis for cash generating units (“CGUs”)

 

The Company performs, at least annually, a review of impairment indicators for intangible assets with finite useful lives and for property, plant and equipment. In addition, an impairment test is performed for intangible assets with indefinite useful lives (goodwill). Impairment occurs when the carrying amount of an asset or CGU exceeds its recoverable amount.


To determine the amount, management adopts the value in use method, based on the projection of discounted future cash flows of the CGUs. These projections are prepared based on budgets and assumptions defined by management, considering available market information, as well as the historical performance of the CGUs.


The discounted cash flows of the Company and its subsidiaries comprise the following CGUs: Fuel Distribution Brazil, Fuel Distribution Argentina, and ESB.


The discounted cash flows were projected over a five-year period, plus a residual value through perpetuity, reflecting a horizon considered reasonable for the recovery of assets related to the activities of the sector in which the Company operates. No real growth rate was considered, both in the projected period and in perpetuity, in line with the historical performance and market evolution expectations.


The real discount rate applied to the cash flows was 9.61% after taxes (8.75% in 2025), which corresponds to 22.98% before taxes.


The main assumptions used in the CGU Fuel Distribution Brazil and Fuel Distribution Argentina were: (i) prices based on the market expectation, (ii) estimated growth rates for the business sector, (iii) extrapolations of growth rates based on the Gross Domestic Product (GDP) for Brazil and for Argentina, and (iv) discount rate (based on Weighted Average Cost of Capital – WACC). The entire future cash flow was discounted at rates that reflect specific risks related to the relevant assets in each CGU.


The main assumptions used by the Company in the CGU ESB were: (i) long-term commodity price expectations; and (ii) discount rate (based on WACC). Cash flows were discounted using rates that reflect the specific risks associated with the relevant assets of each CGU.

 

 

As a result of the recoverability test, as of March 31, 2026, the Company, through its direct subsidiary RESA, recognized a provision for impairment in the consolidated amount of R$ 4,270,675, as the carrying amount of property, plant and equipment of the CGU ESB exceeded its recoverable amount through use. This provision may be partially and/or fully reversed once the aforementioned uncertainty is no longer present.


Management performed a sensitivity analysis on the key assumptions used to determine the recoverable amount of the CGUs. As a result, the Company concluded that a 5% increase or decrease in the discount rate would result in a positive or negative impact of approximately R$ 2,220,000, while a 5% increase or decrease in commodity prices (equivalent to 1 ct$/lb for sugar and R$ 100/m³ for ethanol) would generate an impact of approximately R$ 4,950,000.


The determination of recoverability depends on key assumptions, as described above, which are influenced by prevailing market, technological and economic conditions at the time the test is performed. Accordingly, it is not possible to predict whether future impairment losses or reversals of provisions will occur and, if so, their materiality.


94


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


15.4 Construction in progress

 

The consolidated balances of construction in progress refer mainly to: (i) construction of E2G plants; (ii) recurring investments in civil works and fleet replacement; and (iii) irrigation implementation and expansion projects.


In the year ended March 31, 2026, various projects were completed, totaling R$ 5,796,063 (R$ 6,101,739 in 2025), especially the following projects: (i) construction of E2G plants; and (ii) recurring investments in civil works and fleet replacement.

 

15.5 Capitalization of borrowing costs

 

In the year ended March 31, 2026, consolidated borrowing costs at Raízen totaled R$ 269,882 (R$ 362,348 in 2025). As of March 31, 2026, the weighted average annual rates of financial charges for certain debts were 7.40% (12% in 2025).


15.6 Property, plant, and equipment pledged as collateral

 

As of March 31, 2026, loans and financing are secured by buildings, improvements, installations, and machinery, in the amount of R$ 235,888 (R$ 344,452 in 2025).


95

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


16. Intangible assets


16.1 Accounting policy

 

(a) Business combination, goodwill and bargain purchase gain

 

The Company adopts the acquisition method to account for business combinations. The consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities assumed, and any equity instruments issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, where applicable. Acquisition-related costs are recorded in the statement of income as incurred. Identifiable assets acquired and liabilities (including contingent) assumed in a business combination are initially measured at fair value on the acquisition date.


The Company recognizes the noncontrolling interest in the acquiree, both for its fair value and for the proportional portion of the noncontrolling interest in the fair value of the acquiree’s net assets. Measurement of the noncontrolling interest is determined for each acquisition made.


The excess of the consideration transferred and of the fair value on the date of acquisition of any previous equity interest in the acquiree in relation to the fair value of the Company’s interest in the net identifiable assets acquired is recorded as goodwill.


When applicable, in acquisitions in which the Company attributes fair value to noncontrolling interests, the determination of goodwill also includes the value of any noncontrolling interest in the acquiree, and goodwill is determined considering the interest of the Company and of noncontrolling shareholders. When the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the statement of income for the year as a bargain purchase under “Other operating revenue (expenses), net”.


Goodwill is the positive difference between the amount paid for the acquisition of a business and the net fair value of the assets and liabilities of the acquiree. Goodwill on acquisitions of subsidiaries is disclosed under Investments and Intangible assets, in the financial statements.


Goodwill is recorded at cost, less any impairment losses, when applicable, and is subjected to impairment testing at least annually. For impairment testing purposes, goodwill acquired in a business combination is, as of the acquisition date, allocated to each CGU of the Company expected to benefit from the business combination, regardless of other assets or liabilities of the acquiree being attributed to these units.


As mentioned in Note 1.1, in the year ended March 31, 2026, due to the scenario of substantial doubt related to the Company’s ability to continue as a going concern, the Company wrote off part of the goodwill balance existing as of March 31, 2026, in the amount of R$ 1,493,420, except, substantially, for the goodwill related to Raízen Argentina, which remained recorded as an asset due to the expectation of realization.


Consequently, the performance of the traditional impairment test of goodwill by CGU set out in IAS 36 was not applicable, and the loss was recognized based on management’s best estimate of the impairment of the recorded amount.


The loss was recognized in the statement of income for the year under Other operating revenue (expenses), net (“Gain (loss) on impairment of fixed assets, goodwill and surplus value”), fully impacting the result for the year and cannot be reversed in future periods if conditions change.

 


(b) Intangible assets with finite useful life

 

These intangible assets are carried at cost, less accumulated amortization and impairment losses, when applicable.


96


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

As of March 31, 2026 and 2025, the annual weighted average amortization rates are as follows:

 

Class

 

2026

 

2025 (*)
(Unaudited)

Software license (1)

 

20%

 

20%

Brands (2)

 

8%

 

8%

Contractual relationships with clients (3)

 

3%

 

4%

Operating authorization (4)

 

3%

 

3%

Sugarcane supply agreements (5)

 

9%

 

9%

Technology (6)

 

-

 

10%

(*) Not covered by the auditor’s report

The residual values and useful lives of assets are reviewed and adjusted, as appropriate, at each year end.


(1) Software license


Licenses acquired for computer programs are capitalized and amortized over their estimated useful life by Raízen. Software maintenance costs are expensed as incurred. Expenses directly associated with software, controlled by Raízen, which are likely to generate economic benefits greater than costs for more than one year, are recognized as intangible assets.


(2) Brands

 

In May 2021 and 2022, the Company and indirect subsidiary Neolubes (merged into its parent company Blueway during the year ended March 31, 2026) entered into, respectively, licensing agreements for the use of the “Shell” brand with Shell Brands International AG (“Shell Brands”). With this renewal, the Company maintains the right of use of the brand, in the fuel distribution, lubricant and related activities sector in Brazil, for a minimum period of 13 years, which can be renewed in certain cases, subject to compliance with certain conditions set out in the contract.


During the year ended March 31, 2026, Raízen entered into an exclusive license agreement for the use of the “Senna” brand for a maximum term of ten years.


The brands are amortized on a straight-line basis over the term of the contracts of the “Shell” brand and over a period of six years for the Barcos & Rodados brand, arising from the acquisition of Raízen Paraguay by the Company on November 1, 2021.


(3) Contractual relationships with clients

 

This corresponds to the intangible asset with finite useful life acquired in the business combination of Raízen Argentina, Neolubes and Centroeste Distribuição and recognized at fair value on the acquisition date. Amortization is calculated using the straight-line method over the expected life of the contractual relation with the client.

 

 

(4) Operating authorization

 

This corresponds to the right to use the license for the generation and distribution of energy in the Brazilian market, through 15 generating plants, acquired by indirect subsidiary Bioenergia Barra in the business combination of the acquisition and formation of Grupo Gera. These intangible assets, recognized at fair value on the acquisition date, have a finite useful life and are accounted for at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the operations that is valid until 2052.


(5) Sharecropping and sugarcane supply agreements


These classes of intangible classes were acquired in a business combination and were recognized at fair value on the acquisition date. They have a finite useful life and are recorded at cost less accumulated amortization. Amortization is calculated using the straight-line method over the expected life of the contractual relation with the supplier and the client.


97


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(6) Technology

 

This refers to technologies developed by Iogen Corp. for the production of E2G, represented by contractual rights including, among others, exclusivity to RESA for the sale of these rights in the territories in which it operates.


16.2 Accounting judgments, estimates and assumptions

 

The accounting treatment of property, plant and equipment and intangible assets includes making estimates to determine the useful life for depreciation and amortization purposes, in addition to the fair value on the acquisition date, especially regarding assets acquired in business combinations.


The Company has estimated obligations, recognized at present value, related to the expected expenses for the removal of fuel storage tanks, recorded as part of the cost of property, plant and equipment. The calculation of these estimates involves significant judgment, considering discount rates and historical spending on services of this nature.


The Company annually assesses the impairment test of goodwill and intangible assets with indefinite useful lives. Property, plant and equipment and intangible assets with finite lives, subject to depreciation and amortization, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recovered. Determination of the recoverable amount of the CGU to which goodwill was attributed also includes the use of estimates and requires significant judgment by management.

 

 

16.3 Breakdown

 

 

 


 


 


 


 


 


 


 


 


2026


Goodwill
Software license
Brands
Contractual relationships with clients
Operating authorization
Sugarcane supply agreements
Technology
CBIO (1)
Others
Total

As of March 31, 2025 (*) (Unaudited)

3,092,920


891,594


1,733,805


326,462


111,768


32,481


1,548


-


-


6,190,578

Accumulated cost or valuation

3,519,595


1,993,289


2,975,273


557,357


124,711


181,516


185,136


-


21,796


9,558,673

Accumulated amortization

(426,675)


(1,101,695)


(1,241,468)


(230,895)


(12,943)


(149,035)


(183,588)


-


(21,796)


(3,368,095)

Business combination

(13,595)


(1,278)


-


(5,636)


-


-


-


-


-


(20,509)

Corporate restructuring

(47,220)


1,279


-


-


-


-


-


-


-


(45,941)

Effects of termination of corporate partnership

975,920


2,950


-


-


-


-


-


-


-


978,870

Additions

-


127,990


-


-


-


-


-


219,419


-


347,409

Write-offs (4)

(762,459)


(83,655)


-


(42,799)


(109,938)


-


-


-


-


(998,851)

Retirement of CBIOs (2)

-


-


-


-


-


-


-


(365,397)


-


(365,397)

Provision for impairment (3)

(1,493,420)


(2,165)


-


-


-


-


-


-


-


(1,495,585)

Transfers (1)

-


150,527


-


(3,828)


-


-


-


149,223


-


295,922

Effects of foreign currency translation and others

(24,511)


(8,879)


-


(11,964)


-


(7,116)


-


-


-


(52,470)

Amortization

-


(238,187)


(188,849)


(31,749)


(1,830)


(2,477)


(1,548)


-


-


(464,640)

As of March 31, 2026

1,727,635


840,176


1,544,956


230,486


-


22,888


-


3,245


-


4,369,386

Accumulated cost or valuation

2,052,430


2,158,830


2,975,273


465,613


-


153,082


185,138


368,434


-


8,358,800

Accumulated amortization

(324,795)


(1,318,654)


(1,430,317)


(235,127)


-


(130,194)


(185,138)


(365,189)


-


(3,989,414)

 

(*) Not covered by the auditor’s report

98


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


  


















2025 (*) (Unaudited)

Goodwill
Software license
Brands
Contractual relationships with clients
Operating authorization
Sugarcane supply agreements
Technology
Others
Total

As of March 31, 2024

3,429,065

761,427


1,888,681


264,253


115,819


39,790


20,138


5,878


6,525,051

Accumulated cost or valuation

3,860,445


1,659,026


2,961,980


427,573


124,711


181,516


185,136


27,676


9,428,063

Accumulated amortization

(431,380)


(897,599)


(1,073,299)


(163,320)


(8,892)


(141,726)


(164,998)


(21,798)


(2,903,012)

Business combination

4,962


329


-


68,099


-


-


-


-


73,390

Derecognition due to loss of shareholding control

(316,857)


(587)


(27,893)


-


-


-


-


-


(345,337)

Write-off due to change in equity interest

(27,293)


-


-


-


-


-


-


-


(27,293)

Additions due to acquisition of control in investee

47,220


-


-


-


-


-


-


-


47,220

Additions

-


178,365


63,349


-


-


-


-


-


241,714

Provision for impairment (3)

(143,212)


(296)


-


-


-


-


-


-


(143,508)

Transfers (1)

9,039


155,759


-


-


-


-


-


(6,767)


158,031

Effects of foreign currency translation and others

89,996


1,532


3,871


34,612


-


-


-


889


130,900

Amortization

-


(204,935)


(194,203)


(40,502)


(4,051)


(7,309)


(18,590)


-


(469,590)

As of March 31, 2025 (*) (Unaudited)

3,092,920


891,594


1,733,805


326,462


111,768


32,481


1,548


-


6,190,578

Accumulated cost or valuation

3,519,595


1,993,289


2,975,273


557,357


124,711


181,516


185,136


21,796


9,558,673

Accumulated amortization

(426,675)


(1,101,695)


(1,241,468)


(230,895)


(12,943)


(149,035)


(183,588)


(21,796)


(3,368,095)

(*) Not covered by the auditor’s report

(1) These refer to amounts transferred from the line item “Property, plant and equipment”, in the amount of R$ 146,699 (R$ 158,031 in 2025), and transfers of CBIOs from the line item “Other receivables” in the amount of R$ 149,223.


(2) As of March 31, 2026, Raízen held 103.9 thousand CBIOs acquired to meet the target established by ANP, totaling R$ 3,245.


(3) During the year ended March 31, 2026, the Company recognized a write-off for impairment of goodwill, in the amount of R$ 1,493,420, due to the substantial doubt related to Raízen’s ability to continue as a going concern (Notes 1.1 and 31) due to the lack of expected future profitability associated with these assets. During the year ended March 31, 2025, the Company estimated impairment losses related to certain assets due to ongoing portfolio recycling actions and uncertainties regarding the expected return on these assets. As a result, goodwill with no expected future recoverability was written off in the amount of R$ 143,212, recognized in the statement of income under “Other operating revenue (expenses), net” (Note 31).


(4) For the year ended March 31, 2026, the recorded write-offs refer substantially to: (i) goodwill associated with inactive assets without expectation of resuming operations in the amount of R$ 156,812 (Note 30); (ii) software licenses and contractual relationships with clients without expectation of continuous use in the amount of R$ 124,426 (Note 30); (iii) write-offs arising from the business recycling portfolio process in the amount of R$ 137,511 (Note 12.3.c); and (iv) write-off of goodwill of the plants that were held for sale in the amounts of R$ 49,439, R$ 205,192 and R$ 70,067 (Note 12.3 – Leme Plant, Rio Brilhante and Passa Tempo Plants and Continental Plant, respectively).


99


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 

16.4 Breakdown of goodwill based on expected future profitability

 

 

2026

 

2025 (*)
(Unaudited)

On business combination of Raízen Conveniências

975,920

 

-

On acquisition of Raízen Centro-Sul (2)

-

 

687,385

On acquisition of Santa Cândida and Paraíso Plants (2)

-

 

431,272

On acquisition of Grupo Corona (2)

-

 

380,003

On business combination of Cosan Combustíveis Lubrificantes S.A.

348,103

 

348,103

On acquisition of Raízen Argentina (1)

311,878

 

343,118

On acquisition of Benálcool Plant (2)

-

 

149,247

On merger of Curupay S.A. Participações (2)

-

 

109,841

On acquisition of Usina Zanin Açúcar e Álcool (2)

-

 

98,380

On acquisition of Grupo Mundial (2)

-

 

87,435

On acquisition of Usina Açucareira Bom Retiro S.A. (2)

-

 

81,575

On acquisition of Payly (2)

-

 

73,568

Others (2)

91,734

 

302,993

Total

1,727,635

 

3,092,920

(*) Not covered by the auditor’s report

(1)

As of March 31, 2026, the goodwill generated on the acquisition of Raízen Argentina includes the balance of the effect of foreign currency translation in the amount of R$ 31,240 (R$ 76,642 in 2025).



(2)


In the year ended March 31, 2026, the Company reviewed the judgments applicable to significant assumptions in the impairment tests of certain assets, including goodwill, having recognized a loss of R$ 1,493,420 in the result for the year, as described in Note 1.2.

 

16.5 Impairment analysis for non-financial assets

 

As of March 31, 2026, the Company assessed the impairment of its non-financial assets, including property, plant and equipment, intangible assets with finite useful lives and rights of use, as applicable, in compliance with IAS 36 – Impairment of Assets.


Considering the recent operational performance, the review of the economic and financial projections, and the macroeconomic environment, management identified the existence of indicators of impairment of these assets.


(i) Basis of measurement

 

The recoverable amount of the assets was determined based on the value in use, calculated using the discounted cash flow method, considering management’s best estimate of the continuous use of these assets in their respective operations.

  


The cash flows were projected based on budgets approved by management for a five-year period, with subsequent extrapolation for perpetuity for 25 years, in accordance with a reasonable time to recover the assets related to the activities of the economic sector in which the Company operates.


(ii) CGUs

 

The assets were tested at the lowest level of independent cash generation and were grouped into CGUs, mainly related to operations of the ESB segment.


100


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(iii) Main assumptions and estimates

 

The main assumptions used in the impairment test include: (i) future prices of commodities, especially sugar and ethanol, based on market projections; (ii) productivity in agricultural areas; (iii) performance of ATR; (iv) operating and administrative costs; and (v) discount rate.


The real discount rate applied to the cash flows was 9.61% after taxes (8.75% in 2025), which corresponds to 22.98% before taxes.


No real growth rate was considered in the year of the cash flow or in perpetuity, based on past performance and expectations for market development.


(iv) Results of the impairment tests

 

Based on the analyses performed, no loss was recognized in the years ended March 31, 2026 and 2025, except for the losses disclosed in Notes 1.2, 15.6 and 21, related mainly to property, plant and equipment and deferred tax assets included in the CGUs of the ESB segment.


The recognized losses arose mainly from the review of the commodities price assumptions, reduction of expected operating margins, and increase in discount rates used.


These losses were recognized in the statement of income under “Other operating revenue (expenses), net” (“Provision for impairment of assets”).


(v) Sensitivity analysis

 

Management assessed the sensitivity of the main assumptions used in the impairment test. Reasonably possible changes in these assumptions could significantly impact the estimated recoverable amounts.


• An increase of 5 percentage points in the discount rate would reduce the aggregate recoverable amount of the CGUs by approximately R$ 2,220,000;


• A 5% decrease in the projected commodities prices would result in an estimated reduction of approximately R$ 4,950,000 in the recoverable amount; and


• Simultaneous adverse changes in these assumptions could result in the recognition of material additional losses.

 


(vi) Judgments and uncertainties

 

The impairment tests require the use of significant judgment by management, especially in the definition of economic and operational assumptions used.


Due to the existence of substantial doubt related to the Company’s ability to continue as a going concern, as described in Note 1.1, there is a risk that the assumptions adopted do not materialize as expected, resulting in additional adjustments to the carrying amounts of the assets in the future.


Management continuously monitors market, operating and financial conditions, reviewing its forward-looking assumptions and estimates whenever necessary.


101


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


17. Suppliers and advances to suppliers


17.1 Accounting policy

 

Suppliers balances refer to obligations payable for goods or services that were acquired in the normal course of the Company’s activities, recognized at fair value and subsequently measured at amortized cost using the effective interest rate method and adjusted for monetary and exchange variations incurred, when applicable.


The Company has commercial and financial operations subject to present value adjustment and exercises judgment regarding the significance of these effects on current and non-current assets and liabilities. Regarding transactions with suppliers and payment-related agreements with financial institutions (“Agreements”), as of March 31, 2026 and 2025, there are no long-term transactions. In this sense, the recorded balances already substantially reflect the time value of money and the specific risks of the liability on its original date.


17.2 Suppliers

 

 

2026

 

2025 (*)
(Unaudited)

Oil and oil products (1)

2,637,912

 

3,814,160

Ethanol (1)

1,434,936

 

2,310,605

Materials, services and others (2)

3,296,380

 

5,193,641

Sugarcane suppliers (3)

246,097

 

926,143


7,615,325

 

12,244,549

Domestic (local currency)

3,536,530

 

4,900,676

Abroad (foreign currency) (Note 4.5)

4,078,795

 

7,343,873

 

7,615,325

 

12,244,549

(*) Not covered by the auditor’s report

(1) The balances payable to suppliers of oil, oil products and ethanol refer to installment purchases made by Raízen.


(2) The balance payable to suppliers of materials and services refers to acquisitions of machinery and equipment for the bioenergy parks, distribution bases and own reseller gas stations, as well as services contracted.


(3) The sugarcane harvest period, which usually takes place between April and December of each year, generally has a direct impact on the balance with sugarcane suppliers and the respective cutting, loading and transportation services.


17.3 Advances to suppliers

 

 

2026

 

2025 (*)
(Unaudited)

Sugarcane suppliers (1)

384,886

 

501,688

Oil products and others

193,985

 

380,086

578,871

 

881,774

Domestic (local currency)

520,993

 

796,242

Abroad (foreign currency) (Note 4.5)

57,878

 

85,532

578,871

 

881,774

Current

(366,370)

 

(633,941)

Non-current

212,501

 

247,833

(*) Not covered by the auditor’s report

(1) These refer to advances made to sugarcane suppliers that are monetarily adjusted on a monthly basis according to the conditions and indices specifically agreed in the contracts.

 

102


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


18. Supplier Finance Arrangements


18.1 Accounting policy

The Company maintains Supplier Finance Arrangements that enable certain suppliers, subject to specific conditions, to obtain early payment for receivables arising from products sold and services rendered to the Company by dealing directly with said financial institutions. Under these Supplier Finance Arrangements, the supplier decides whether or not to assign its receivables and determines the terms of such assignment, while the financial institutions decide whether or not to acquire these receivables, all without interference from Raízen. Use of the Agreements does not entail any modification to the payment instruments issued by suppliers; the original commercial terms remain unchanged. Supplier utilization of these agreements does not alter the Company’s operating cash cycle. Such transactions are presented in the statement of cash flows as cash flows from operating activities.


18.2 Breakdown of Supplier Finance Arrangements

As of March 31, 2026 and 2025, in order to properly reflect the essence of its commercial transaction, the Supplier Finance Arrangements operations, for which suppliers have already received payments, are presented below:


2026
2025 (*)
(Unaudited)
Supplier Finance Arrangements
Oil and oil products -
6,665,885
Ethanol and sugar -
2,101,387
Materials, services and others 74,479
830,128
74,479
9,597,400
Domestic (local currency) 74,479
8,332,288
Abroad (foreign currency) -
1,265,112
74,479
9,597,400

(*) Not covered by the auditor’s report

As of March 31, 2026 and 2025, the Supplier Finance Arrangements have similar contractual characteristics.


103


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

The average payment term, in days, of suppliers who joined the Agreements and comparable suppliers, is presented below:

 

 


2026

 

 Suppliers
participating in
Supplier Finance Arrangements


Comparable

Suppliers (1)

Materials, services and others

90


63


 


2025 (*)
(Unaudited)


 Suppliers
participating in
Supplier Finance Arrangements


Comparable

Suppliers (1)

Oil and oil products (2)

89


21

Ethanol and sugar

102


94

Materials, services and others

89


90

(*) Not covered by the auditor’s report

(1)

Comparable suppliers due to the similar characteristics of the supply contracts and who are eligible, but have not joined the Supplier Finance Arrangements, considering specific payment conditions characteristics in the Brazilian market.



(2) Due to the high concentration of suppliers of oil and oil products in the Brazilian market, purchases of these products in the international market are not comparable, as purchases are made with immediate payment terms.

There were no cash transactions relating to the amounts recorded in liabilities and related to Supplier Finance Arrangements.

104


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


19. Leases


19.1 Accounting policy


The Company recognizes a right-of-use asset and a lease liability at the inception of a lease.


Lease liabilities, including those whose underlying assets are of low value, are measured at the present value of lease payments without reflecting projected future inflation, which take into account recoverable taxes (PIS and COFINS), as well as non-cancellable terms and extension options when reasonably certain.


Payment flows are discounted at the nominal incremental rate on certain Raízen loans and financing, as interest rates implicit in lease agreements with third parties typically cannot be readily determined. In the years ended March 31, 2026 and 2025, the discount rates applied in accordance with the contractual term were as follows:



Nominal
Actual
Contractual terms (years)
2026
2025 (*)
(Unaudited)

2026
2025 (*)
(Unaudited)









1 year


24.76%


20.10%


16.17%


9.40%

2 years


24.07%


19.70%


15.41%


9.40%

3 years


23.67%


19.50%


14.97%


9.40%

4 years


23.39%


19.40%


14.66%


9.40%

5 years


23.17%


19.30%


14.41%


9.40%

More than 6 years


22.09% to 22.99%


18.7% to 19.2%


13.22% to 14.22%


9.40%

(*) Not covered by the auditor’s report

A right-of-use asset is initially measured at cost, comprising the value of the initial measurement of the lease liability and, when applicable, adjusted for any lease payments made in advance, initial direct costs incurred, cost estimates for dismantling and removal, and incentives received.

The right-of-use asset is subsequently depreciated using the same depreciation method applied to similar property, plant and equipment items and, if applicable, will also be reduced by impairment losses.

The Company remeasures the lease liability if there is a change in the lease term or if there is a change in future lease payments resulting from a change in the index or rate used to determine these payments, and the remeasurement of the lease liability is recognized as an adjustment to the right-of-use asset.

The Company applies the short-term lease recognition exemption to its short-term lease contracts that have a lease term of 12 months or less from the commencement date and do not contain a purchase option.

Payments associated with short-term, indefinite-term leases without fixed payments are recognized as an expense over the term of the contract.

105


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

19.2 Accounting judgments, estimates and assumptions


Management exercises significant judgment in determining the assumptions used to measure lease liabilities, such as determining the term of the various lease agreements, discount rates, the agreements that are within the scope of the standard, and the impacts resulting from any changes in the assumptions associated with the judgments and estimates adopted by the Company and its subsidiaries.

19.3 Right of use


As of March 31, 2026, and 2025 right of use assets are presented in the following categories














2026



Vehicles and


Machinery and


Manufacturing



Land


Properties


aircraft


equipment


facilities


Total

As of March 31, 2025


7,132,183


968,346


995,714


462,893


82,374


9,641,510

Accumulated cost or valuation


16,670,813


2,110,241


2,218,913


1,135,984


127,928


22,263,879

Accumulated amortization


(9,538,630)


(1,141,895)


(1,223,199)


(673,091)


(45,554)


(12,622,369)

Business combination


-


4,102


-


-


-


4,102

Additions


1,081,818


84,305


312,099


43,551


-


1,521,773

Write-offs


(151,031)


(84,644)


(73,331)


(95,960)


-


(404,966)

Remeasurements (1)


(353,559)


33,485


(15,940)


(4,175)


-


(340,189)

Transfers (2)


(974,137)


(123,683)


(119,250)


(176,703)


1,658


(1,392,115)

Effects of foreign currency translation and others


(16,860)


(12,965)


(37,214)


(114)


-


(67,153)

Amortization


(1,803,775)


(333,756)


(393,617)


(96,895)


(7,751)


(2,635,794)

As of March 31, 2026


4,914,639


535,190



668,461



132,597



76,281



6,327,168

Accumulated cost or valuation


13,127,199


1,885,247


1,924,936


208,317


129,585


17,275,284

Accumulated amortization


(8,212,560)


(1,350,057)


(1,256,475)


(75,720)


(53,304)


(10,948,116)


106


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated














2025 (*)
(Unaudited)





Vehicles and
Machinery and
Manufacturing


Land
Properties
aircraft
equipment
facilities
Total

As of March 31, 2024

7,801,146

 

1,006,541

 

779,041

 

591,871

 

88,243

 

10,266,842

Accumulated cost or valuation

15,581,400

 

1,690,336

 

1,537,112

 

1,105,269

 

123,787

 

20,037,904

Accumulated amortization

(7,780,254)

 

(683,795)

 

(758,071)

 

(513,398)

 

(35,544)

 

(9,771,062)

Business combination

-

 

-

 

45

 

-

 

-

 

45

Additions

1,288,273

 

394,779

 

462,490

 

66,054

 

-

 

2,211,596

Derecognition due to loss of shareholding control

-

 

(2,877)

 

-

 

-

 

-

 

(2,877)

Write-offs

(234,021)

 

(26,150)

 

(33,187)

 

(23,290)

 

-

 

(316,648)

Remeasurements (1)

637,654

 

49,310

 

15,741

 

7,231

 

4,140

 

714,076

Transfers

(293,047)

 

-

 

182,003

 

-

 

-

 

(111,044)

Effects of foreign currency translation and others

23,946

 

11,318

 

3,873

 

251

 

-

 

39,388

Amortization

(2,091,768)

 

(464,575)

 

(414,292)

 

(179,224)

 

(10,009)

 

(3,159,868)

As of March 31, 2025

7,132,183

 

968,346

 

995,714

 

462,893

 

82,374

 

9,641,510

Accumulated cost or valuation

16,670,813

 

2,110,241

 

2,218,913

 

1,135,984

 

127,928

 

22,263,879

Accumulated amortization

(9,538,630)

 

(1,141,895)

 

(1,223,199)

 

(673,091)

 

(45,554)

 

(12,622,369)

(*) Not covered by the auditor’s report

(1)

Updating of the composite correction index substantially due to the variation in the price of “CONSECANA” applied in leasing and agricultural partnership agreements of RESA and its subsidiaries and by inflation indexes, generally composed of IPCA, IGP-M or INPC, applicable annually.



(2)

Refer to transfers to the “Non-current assets and liabilities held for sale” account (Notes 12.2 and 12.3).


107


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


19.4 Lease liabilities


Changes in lease liabilities in the years ended March 31, 2026 and 2025 are as follows:



2026

 

2025 (*)
(Unaudited)

Balance at the beginning of the year

10,445,898

 

11,564,936

Business combination

-

 

63

Derecognition due to loss of shareholding control

-

 

(2,839)

Additions

1,499,025

 

2,211,596

Write-offs

(328,662)

 

(1,129,612)

Payments of principal and interest

(3,544,976)

 

(3,776,824)

Interest

1,110,597

 

1,212,084

Remeasurements (1)

(285,599)

 

722,564

Amortizations of advances and others

(237,670)

 

(386,686)

Transfers (2)

(1,710,117)

 

-

Corporate restructuring (3)

(3,242)

 

-

Effect of foreign currency translation

(69,534)

 

30,616

Balance at the end of the year

6,875,720

 

10,445,898

Domestic (local currency)

6,180,511

 

9,896,772

Abroad (foreign currency) (Note 4.5)

695,209

 

549,126


6,875,720

 

10,445,898

Current

(1,702,094)

 

(2,411,427)

Non-current

5,173,626

 

8,034,471

(*) Not covered by the auditor’s report

(1) Updating of the composite correction index, substantially, due to the variation in the price of “CONSECANA” applied in lease and agricultural partnership agreements of RESA and its subsidiaries and by inflation indexes, generally composed of the IPCA, IGP-M or INPC, applicable annually.


(2) Refers to amounts transferred to “Non-current assets and liabilities held for sale” (Note 12.3).


The annual weighted average incremental rate applied to lease liabilities as of March 31, 2026 was 13.01% per year (12.9% as of March 31, 2025).


108


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


As of March 31, 2026, the maturity of lease liabilities of third parties (Note 19.2) and related parties (Note 11.1) is as follows:


Maturity


Present value


Future value

1 to 12 months


1,927,505


2,969,838

13 to 24 months


1,539,649


2,365,585

25 to 36 months


773,054


1,842,255

37 to 48 months


909,381


1,379,215

49 to 60 months


698,128


1,049,345

61 to 72 months


451,912


693,385

73 to 84 months


325,774


494,400

85 to 96 months


231,409


354,696

97 to 120 months


356,562


527,453

More than 121 months


382,114


628,518

Gross amount


7,595,488


12,304,690

Potential right of PIS and COFINS recoverable (1)


(638,512)


(1,041,781)

Total, net


6,956,976


11,262,909


(1) This refers to the potential right of PIS/COFINS credits on payments of lease calculated based on the theoretical rate of 9.25%, applicable in Brazil. The purpose of this disclosure is to comply with Circular Letter CVM/SNC/SEP No. 02/2019 and is only an estimate. Therefore, these credits are not those that could effectively be used by Raízen and its subsidiaries located in Brazil in the future. In such event, these credits may be materially different due to the possibility of the effective rate being different from the theoretical rate or due to subsequent changes in Brazilian tax legislation.

In accordance with Circular Letter CVM/SNC/SEP No. 02/2019, the Company discloses the key inputs used to measure lease contracts, enabling an understanding and estimation of the impacts resulting from the consideration of inflation in future cash flows.


The measurement of lease liabilities takes into account projected cash flows based on inflation indices (mainly IPCA and IGP-M), discounted using nominal rates that reflect such inflation expectations. Alternatively, measurement in real terms would exclude these inflationary effects from the cash flows and utilize equivalent real discount rates.


The main parameters used are:


• Weighted average nominal rate: approximately 23.60% p.y. (19.51% p.y. in 2025);


• Weighted average real rate: approximately 12.95% p.y. (12.83% p.y. in 2025);


• Average inflation assumed: approximately 4.14% p.y. (5.48% p.y. in 2025);


• Average remaining contract term: approximately ten years (eleven years in 2025), in the Consolidated; and


• Lease liability balance: as shown in the table above (Note 19.4).


• The inclusion of inflation in cash flows generally results in higher initial values for the lease liability and the right-of-use asset, as well as higher financial expense during the initial periods of the contracts, with effects that decrease over time.


Management believes that disclosing these parameters enables users of the financial statements to make their own estimates regarding the impact resulting from the inclusion of inflation in lease contracts.


During the year ended March 31, 2026, the Company recognized, under the line item “Costs and expenses by nature” (Note 30), expenses related to variable and short-term lease payments not included in lease liabilities, in the amounts of R$ 585,391 (as of March 31, 2025, R$ 519,533).


109


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


20. Loans and financing


20.1 Accounting policy

Loans and financing are initially recognized at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of income over the period of the loans and financing using the effective interest rate.

Financing costs directly related to the acquisition, construction or production of a qualifying asset that requires a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and costs can be measured reliably. Other borrowing costs are recognized as financial expenses in the period in which they are incurred.

20.2 Breakdown


 

 

 

 

 

Annual effective average interest rate

 

 

 

 

Final maturity

 

Index

 

2026

 

2025 (*)
(Unaudited)

 

2026

 

2025 (*)
(Unaudited)

Debt classification per currency:

 

 

 

 

 

 

 

 

 

 

 

 

Denominated in R$

 

 

 

 

 

 

 

 

 

21,202,067

 

14,625,728

Denominated in foreign currency (Note 4.5)

 

 

 

 

 

 

 

 

 

48,326,061

 

44,070,975

 

 

 

 

 

 

 

 

 

 

69,528,128

 

58,696,703

Debt type:

 

 

 

 

 

 

 

 

 

 

 

 

Advances on Exchange Contracts (“ACC”)

 

Mar/30

 

US$ + Fixed rate

 

5.59%

 

5.59%

 

3,704,659

 

1,238,676

BNDES
Apr/24
UMBNDES
-
-
-

BNDES

 

Jan/37

 

TR

 

4.27%

 

-

 

127,865

 

-

BNDES

 

Jan/37

 

SELIC

 

16.21%

 

-

 

60,194

 

-

BNDES

 

Jan/37

 

Fixed rate

 

7.10%

 

4.15%

 

195,999

 

38,474

BNDES

 

Dec/38

 

IPCA

 

8.47%

 

10.03%

 

121,916

 

131,816

PPE

 

Jul/26

 

US$ + SOFR

 

10.89%

 

6.17%

 

53,816

 

-

PPE

 

Oct/30

 

US$ + Fixed rate

 

1.79%

 

4.18%

 

156,771

 

-

Working capital and others

 

Oct/26

 

US$ + Fixed rate and others

 

6.53%

 

7.14%

 

2,342,605

 

1,387,680

Total debt out of scope of the Plan (3)

 


 


 


 


 

6,763,825

 

2,796,646

(*) Not covered by the auditor’s report

110


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

Continuation


 

 

 

 

Annual effective average interest rate

 

 

 

 

 

Final maturity

 

Index

 

2026

 

2025 (*)
(Unaudited)

 

2026

 

2025 (*)
(Unaudited)

Rural Financial Product Note (“CPR-F”)

Jul/30

 

CDI

 

16.04%

 

16.32%

 

4,022,395

 

1,047,146

Agribusiness Receivables Certificate (“CRA”)

Jul/29

 

CDI

 

14.65%

 

14.15%

 

234,683

 

233,901

CRA

Oct/33

 

Fixed rate

 

12.29%

 

12.29%

 

539,713

 

490,402

CRA

Aug/37

 

IPCA

 

9.67%

 

11.26%

 

6,218,519

 

5,655,016

Rural credit Aug/24

CDI
-
-
-
-

Rural credit

Sept/26

 

Fixed rate

 

14.67%

 

-

 

280,644

 

-

Debentures

Jun/31

 

CDI

 

15.84%

 

15.10%

 

1,967,005

 

1,085,621

Debentures

Sept/39

 

IPCA

 

9.65%

 

11.21%

 

4,473,233

 

3,990,356

Finame Jan/25
Fixed rate
-
-



Green Notes Due 2034

Mar/34

 

US$ + Fixed rate

 

6.45%

 

6.45%

 

5,144,511

 

5,840,306

Green Notes Due 2035

Jan/35

 

US$ + Fixed rate

 

5.70%

 

5.70%

 

5,074,884

 

5,561,035

Green Notes Due 2054

Mar/54

 

US$ + Fixed rate

 

6.95%

 

6.95%

 

6,555,739

 

7,212,394

Export Credit Note (“NCE”)

Feb/30

 

US$ + SOFR

 

4.84%

 

5.59%

 

435,074

 

577,877

NCE

Dec/29

 

CDI

 

17.02%

 

16.25%

 

1,043,297

 

1,651,865

PPE

Apr/30

 

US$ + SOFR

 

5.55%

 

6.17%

 

7,151,949

 

6,573,635

PPE

Oct/30

 

US$ + Fixed rate

 

4.82%

 

4.18%

 

4,716,944

 

6,231,292

Senior Notes Due 2027

Jan/27

 

US$ + Fixed rate

 

5.30%

 

5.30%

 

829,983

 

949,253

Senior Notes Due 2032

Jul/32

 

US$ + Fixed rate

 

6.25%

 

-

 

3,870,978

 

-

Senior Notes Due 2037

Feb/37

 

US$ + Fixed rate

 

6.70%

 

6.70%

 

5,146,256

 

5,672,304

Term Loan Agreement

Jul/36

 

Euribor + Fixed rate

 

3.29%

 

3.53%

 

3,090,249

 

3,127,654

Others (2)

Sept/26

 

Fixed rate

 

15.80%

 

7.14%

 

1,968,247

 

-

Total debt within the scope of the Plan (3)


 


 


 


 

62,764,303

 

55,900,057


 

 

 

 

 

 

 

 

 

 

 

Expenses incurred with the placement of the securities

 

 

 

 

 

 

 

 

(596,919)

 

(726,332)

Total loans and financing


 


 


 


 

68,931,209

 

57,970,371

Current (1)


 


 


 


 

(68,612,415)

 

(4,772,603)

Non-current


 


 


 


 

318,794

 

53,197,768

 

(*) Not covered by the auditor’s report

(1) As of March 31, 2026, loans and financing classified as short-term relate to debts covered by the out-of-court reorganization and to contracts containing cross-default clauses for which no waiver had been obtained by the reporting date.


(2) This refers to closed-out derivatives included in the context of the out-of-court reorganization.


(3) The definitions of “debt out of the scope of the Plan” and “debts within the scope of the Plan” refer, respectively, to debts not covered and debts covered by the out-of-court reorganization, which is applicable only to the year end March 31, 2026; therefore, they are not comparable to the year end March 31, 2025.

111


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

The annual effective interest rate corresponds to the contract rate plus, mainly: SOFR, Euribor (Euro Interbank Offered Rate), IPCA or CDI, where applicable. As of March 31, 2026 and 2025, the weighted percentages of the main indexes, considered in the determination of the effective interest rate, were as follows:


Index (% p.y.)
2026
2025 (Unaudited)





SOFR
3.64%
4.30%
Euribor
2.25%
2.49%
IPCA (last 12 months)
3.97%
5.48%
CDI (last 12 months)
14.79%
11.28%


20.3 Maturity schedule

As of March 31, 2026, installments falling due in the long term, less expenses related to placement of securities, are as follows:

Maturity
Consolidated



13 to 24 months
63,025
25 to 36 months
63,039
37 to 48 months
63,060
49 to 60 months
129,670


318,794

As per Note 20.8, due to the filing for the Plan, the Company reclassified certain loans and financing to current liabilities.


20.4 Main loans and financing


(a) ACC


The details of the new ACC funding transactions carried out during the year ended March 31, 2026 are shown below:


Companies
Date
Amount in R$
Equivalent in US$ thousand, where applicable
Final maturity (paid and/or payable)









Raízen S.A.
Apr/25
283,850
50,000
Jun/29
Raízen S.A.
Jun/25
2,002,315
361,000
Jun/26
RESA
Jun/25
415,425
75,000
Jun/26
RESA
Feb/26
250,000
47,957
Sept/26 to Mar/30




2,951,590




112


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(b) CPR-F and Rural Credit


During the year ended March 31, 2026, subsidiary RESA raised funding from new CPR-Fs and Rural Credit in the amount of R$ 3,493,000 (R$ 3,000,000 in 2025), as shown below:


Companies Date Amount in R$ Final maturity (paid and/or payable) 
RESA Apr/25 193,000 Apr/30 
RESA Jun/25 2,000,000 Jun/27 to Jun/30
RESA Jul/25 1,000,000 Sept/26 to Jul/30
RESA Aug/25 300,000 Aug/28

3,493,000


(c) Debentures


During the year ended March 31, 2026, the Company carried out the 4th debenture issuance, as detailed below:


Companies


Series


Date


Amount in R$


Final maturity

(paid and/or payable)

Raízen S.A.


4th issuance


Jul/25


850,000


Jul/30


(d) PPE


Between 2018 to 2026, the Company and its subsidiaries entered into PPE agreements with various financial institutions for financing for future export of products, including the withdrawal from credit facilities held by the Company with a syndicate of international banks. During the year ended March 31, 2026, the Company and its subsidiaries entered into new PPE agreements totaling R$ 3,866,120 (R$ 5,827,158 in 2025), equivalent to US$ 702,752 thousand (US$ 1,005,504 thousand in 2025). As of March 31, 2026, outstanding PPE agreements expire in October 2030.


(e) Senior Notes Due 2032


In July 2025, indirect subsidiary Raízen Fuels issued Green Notes in the international market in the amount of R$ 4,144,275, equivalent to US$ 750,000 thousand, with maturity in 2032.


113


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(f) Term Loan Agreement (Syndicated loan)


On September 29, 2023, the indirect subsidiary Raízen Fuels entered into a loan agreement in the amount of € 300,000 thousand, equivalent to approximately R$ 1,566,872 on that date, with final maturity in September 21, 2035.


Furthermore, on July 30, 2024, Raízen Fuels entered into a Facility Agreement in the amount of € 200,000 thousand (equivalent to R$ 1,197,943) with final maturity in July 2036, featuring SACE, the Italian Export Credit Agency (ECA), as a partial guarantor of the transaction. This financing entails semiannual amortization payments following a three-year grace period, as well as semiannual interest payments. This financing arrangement is in accordance with the resolution and approval of the Board of Directors dated July 18, 2024.


(g) Other loans raised and/or settled in this year


During the year ended March 31, 2026, indirect subsidiary Raízen Argentina raised working capital loans, as shown below:


 


Equivalent in


 

US$ thousand,


Final maturity

where


(paid and/or

Debt type


Company


Date


Amount in R$


applicable


payable)

Working capital and others


Raízen Argentina


Apr/25 to Mar/26


15,392,957


2,808,821


May/25 to Apr/26

 


 


20.5 Payments


During the year ended March 31, 2026, loans and financing settled totaled R$ 23,125,649 (R$ 19,170,159 as of March 31, 2025), as shown below:


Debt type

 

Company

 

Date

 

Amount in R$ (principal and interest)

 

Equivalent in US$ thousand,where applicable

ACC

 

RESA

 

Jul/25

 

30,840

 

-

ACC

 

Raízen S.A.

 

Dec/25

 

368,565

 

-

BNDES

 

RESA and its subsidiaries

 

Apr to Dec/25

 

57,119

 

-

CPR-F

 

RESA

 

May to Dec/25

 

791,546

 

-

CRA

 

RESA

 

Apr to Dec/25

 

401,361

 

-

Debentures

 

RESA

 

Jun to Dec/25

 

57,897

 

-

Debentures

 

Raízen S.A.

 

Jun to Dec/25

 

271,346

 

-

Green Notes Due 2034

 

Raízen Fuels

 

Sept/25

 

341,937

 

64,500

Green Notes Due 2035

 

Raízen Fuels

 

Jul/25

 

309,895

 

57,000

Green Notes Due 2054

 

Raízen Fuels

 

Sept/25

 

460,555

 

86,875

NCE

 

RESA

 

Jun to Dec/25

 

977,159

 

-

PPE

 

Raízen S.A.

 

Apr to Dec/25

 

2,830,033

 

542,214

PPE

 

RESA

 

May to Dec/25

 

314,306

 

60,219

PPE

 

Raízen Argentina

 

Apr to Dec/25

 

927,486

 

163,364

Senior Notes Due 2027

 

Raízen Fuels

 

Jul/25

 

54,101

 

9,951

Senior Notes Due 2032

 

Raízen Fuels

 

Jan/26

 

125,339

 

23,438

Senior Notes Due 2037

 

Raízen Fuels

 

Aug/25

 

356,869

 

67,000

Term Loan Agreement

 

Raízen Fuels

 

Jul to Sept/25

 

87,491

 

16,178

Working capital and others

 

Raízen Argentina and others

 

Apr to Dec/25

 

14,361,804

 

2,622,208


 

 

 

 

 

23,125,649

 

 


114


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


20.6 Revolving Credit Facility


On November 13, 2025, the Company, through its indirect subsidiary Raízen Fuels, entered into a new revolving credit facility to replace the previously existing facilities, as follows:


Beneficiary

 

Institution

 

Amount in

US$ thousand

 

Maturities

Raízen Fuels

 

Syndicate of banks

 

1,000,000

 

Nov/2030

 

 

 

 

1,000,000

 

 

 


 


On March 10, 2026, the revolving credit facility was settled early.

 

20.7 Fair value


As disclosed in Note 4.5, on March 31, 2026, the Company discontinued the fair value hedge relationships to which loans and borrowings were previously designated. Consequently, effective April 1, 2026, the effects of fair value changes attributable to the hedged risks are no longer recognized. The balances shown below reflect the cumulative fair value adjustment up to the date of discontinuation of the hedge relationships; this amount is presented as a component of the carrying amount of the debt and is recognized in profit or loss over the remaining term of the originally hedged items.

 

 

 

Fair value

 

Financial income (Note 32)

Type

 

2026

 

2025 (*)
(Unaudited)

 

2026

 

2025 (*)
(Unaudited)

 

2024

ACC

 

(4,200)

 

(714)

 

 3,486

 

4,818

 

(4,104)

CPR-F

 

-

 

-

 

-

 

133

 

(133)

Rural credit

 

4,728

 

-

 

(4,728)

 

-

 

-

CRA

 

(405,813)

 

(724,584)

 

(318,771)

 

573,467

 

(144,387)

Debentures

 

(254,188)

 

(427,090)

 

(172,902)

 

293,552

 

(48,087)

Green Notes Due 2034 and 2035

 

(303,111)

 

(175,150)

 

127,961

 

272,531

 

9,919

PPE

 

(37,725)

 

(122,659)

 

(84,934)

 

(67,788)

 

(11,179)

Senior Notes Due 2027, 2032 and 2037

 

(372,127)

 

(260,830)

 

111,297

 

(91,849)

 

121,854

Term Loan Agreement

 

40,632

 

17,256

 

(23,376)

 

(17,256)

 

(3,375)


 

(1,331,804)

 

(1,693,771)

 

(361,967)

 

967,608

 

(79,492)

(*) Not covered by the auditor’s report

20.8 Covenants, pecuniary and non-pecuniary obligations


The Company and its subsidiaries, within the scope of their loan and financing agreements, are not subject to compliance with financial ratios and are subject only to certain covenants of loan and financing agreements, such as negative pledge.


The filing for out-of-court reorganization, submitted on March 11, 2026, triggered an automatic maturity clause in a series of loan and financing agreements. Consequently, a cross-default event was declared regarding the Company’s financial instruments. As a result, the Company reclassified the balance of R$ 50,855,902 to current liabilities as of March 31, 2026.


Following the approval of the out-of-court reorganization, the enforceability of all monetary obligations related to the covered debts, including the payment of principal, interest, and other costs, was suspended for a period of 180 days, starting from the filing date.


115


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


21. Income tax and social contribution


21.1 Accounting policy


Income tax and social contribution income (expenses) for the year comprise current and deferred taxes. Income taxes are recognized in the statement of income, except to the extent they relate to items directly recognized in equity or comprehensive income, as applicable. In this case, the taxes are also recognized in equity or comprehensive income.


Current and deferred income tax and social contribution are determined based on the tax legislation enacted or substantially enacted at the date of the statement of financial position in the countries where the Company entities operate and generate taxable profit. Management regularly assesses the positions assumed in the income tax calculations with respect to situations in which applicable tax regulations give rise to different interpretations, and records provisions, when appropriate, based on estimated amounts payable to tax authorities.


Income tax is calculated on taxable profit at a rate of 15%, plus surtax of 10% on profit exceeding R$ 240 over 12 months, whereas social contribution tax is calculated at a rate of 9% on taxable profit, both recognized on an accrual basis. In other words, the Company is subject to a theoretical combined tax rate equivalent to 34%.


Deferred income tax and social contribution related to income tax and social contribution tax losses and temporary differences are stated net in the statement of financial position when there is a legal right and the intention to offset them when calculating current taxes, related to the same legal entity and the same tax authority.


Accordingly, deferred tax assets and liabilities in different entities or different countries are usually presented separately, and not on a net basis. Deferred taxes are calculated based on the rates established upon their realization and are reviewed annually.


Tax prepayments or current amounts subject to offsetting are stated under current or non-current assets, according to their estimated realization.


21.2 Accounting judgments, estimates and assumptions


(a) Income tax, social contribution, and other taxes payable


The Company is subject to income tax in all countries where it operates and social contribution in Brazil. Accordingly, a significant judgment is required to determine the provision for these taxes.


In certain transactions, the final determination of the tax is uncertain. The Company also recognizes provisions to cover certain situations in which it is probable that additional tax amounts will be due. When the result of these matters is different from the amounts initially estimated and recorded, these differences affect current and deferred tax assets and liabilities and income or comprehensive income for the year in which the definitive amount is determined.


116


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(b) Deferred income tax and social contribution


Deferred income tax and social contribution assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which losses can be used in the future. Additionally, the Company recognizes deferred taxes based on temporary differences determined from the tax base and the carrying amount of certain assets and liabilities, using the rates in force. Management’s significant professional judgment is required to determine the deferred income tax and social contribution tax assets to be recognized based on reasonable timing and future taxable profit level, jointly with future tax planning strategies.


When assessing the recoverability of deferred tax assets, the Company considers legal entities that may have incurred a tax loss in the current period, based on assumptions and projections that reflect its operating plan.


21.3 Reconciliation of income tax and social contribution income (expenses)

             

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Income (loss) before income tax and social contribution

 

(20,496,247)

 

(3,146,250)

 

1,612,088

Income tax and social contribution at nominal rate (34%)

 

6,968,724

 

1,069,725

 

(548,110)

 

 

 

 

 

 

 

Adjustments to calculate the effective rate:

 

 

 

 

 

 

Government grant

 

40,259

 

-

 

61,079

Non-levy of IRPJ and CSLL on Selic-based adjustments of tax overpayments

 

393,634

 

200,509

 

23,259

Unrecognized deferred taxes, net (1)

 

(12,716,990)

 

(2,237,718)

 

(702,392)

Effect of foreign exchange variations on assets and liabilities abroad

 

67,428

 

268,471

 

(138,668)

Interest on own capital

 

-

 

-

 

453,017

Different rates for companies abroad

 

(385,474)

 

(31,277)

 

6,796

Income (loss) of company abroad
(564,762)
(183,774)
(21,561)

Difference between deemed income and taxable income rates

 

(10,691)

 

9,160

 

5,384

Equity accounting result

 

(61,753)

 

(69,641)

 

(85,826)

Others

 

(369,232)

 

(56,156)

 

(50,933)

Income tax and social contribution income (expenses)

 

(6,638,857)

 

(1,030,701)

 

(997,955)

Effective rate

 

-32.4%

 

-32.8%

 

61.9%

         

(*) Not covered by the auditor’s report


(1) Refer to the effect of unrecognized deferred taxes, as detailed in Note 21.7.


 

21.4 Breakdown – current IRPJ and CSLL

(a) Recoverable income tax and social contribution


 

2026

 

2025 (*)

(Unaudited) 

 

2024

IRPJ

1,062,060

 

851,710

 

802,481

CSLL

217,166

 

200,929

 

181,952

Tax credits of domestic entities

1,279,226

 

1,052,639

 

984,433

Tax credits of entities abroad

142,113

 

3,315

 

103,827

 

1,421,339

 

1,055,954

 

1,088,260

Current assets

(787,631)

 

(549,434)

 

(400,246)

Non-current assets

633,708

 

506,520

 

688,014

(*) Not covered by the auditor’s report

117


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

(b) Income tax and social contribution payable (current)


 

2026

 

2025  (*)

(Unaudited)

 

2024

IRPJ

6,013

 

22,992

 

50,423

CSLL

3,147

 

10,017

 

18,184

Tax debts of domestic entities

9,160

 

33,009

 

68,607

Tax debts of entities abroad

68,399

 

 

107,561

 

1,628

 

77,559

 

140,570

 

70,235

(*) Not covered by the auditor’s report

21.5 Breakdown – deferred IRPJ and CSLL

 

 

 

 

 

 

 

 

 

2026

 

2025 (*)

(Unaudited)

Assets (liabilities)

 

Basis

 

IRPJ 25%

 

CSLL 9%

 

Total

 

Total

Tax losses

 

25,629,224

 

6,407,306

 

-

 

6,407,306

 

3,019,948

Social contribution tax loss carryforwards

 

25,561,556

 

-

 

2,300,540

 

2,300,540

 

1,026,339

Estimated loss on tax losses and social contribution tax loss carryforwards (1)

 

-

 

(6,407,306)

 

(2,300,540)

 

(8,707,846)

 

-

Temporary differences:

 

 

 

 

 

 

 

 

 

 

Remuneration and employee benefits

 

483,565

 

120,891

 

43,521

 

164,412

 

137,695

Lease liability and right of use

 

1,909,671

 

477,418

 

171,870

 

649,288

 

934,955

Tax overpayment – Selic

 

141,665

 

35,416

 

12,750

 

48,166

 

138,752

Share-based payment

 

160,679

 

40,170

 

14,461

 

54,631

 

53,808

Provisions for legal disputes

 

2,592,315

 

648,079

 

233,308

 

881,387

 

756,776

Foreign exchange variations

 

364,500

 

91,125

 

32,805

 

123,930

 

1,073,732

Biological assets

 

265,909

 

66,477

 

23,932

 

90,409

 

-

Unrealized income from derivatives

 

2,963,879

 

740,970

 

266,749

 

1,007,719

 

-

Capitalized borrowing costs

 

-

 

-

 

-

 

-

 

-

Monetary update of property, plant and equipment of entities abroad

 

190,724

 

47,681

 

17,165

 

64,846

 

-

Provisions and other temporary differences

 

14,776,900

 

3,694,225

 

1,329,921

 

5,024,146

 

1,139,110

Estimated loss on temporary differences (1)

 

(23,273,512)

 

(5,818,378)

 

(2,094,616)

 

(7,912,994)

 

-

Total deferred tax assets

 


 

144,074

 

51,866

 

195,940

 

8,281,115

 

(*) Not covered by the auditor’s report


118


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 

Continuation

 

 

 

 

 

 

 

 

2026

 

2025 (*)

(Unaudited)

Assets (liabilities)

 

Basis

 

IRPJ 25%

 

CSLL 9%

 

Total

 

Total

 

Amortized tax goodwill

 

(2,923,579)

 

(730,895)

 

(263,122)

 

(994,017)

 

(867,461)

Biological assets

 

-

 

-

 

-

 

-

 

(472,059)

Refund of ICMS

 

(186,188)

 

(46,547)

 

(16,757)

 

(63,304)

 

(83,825)

Fair value of inventories

 

(258,188)

 

(64,547)

 

(23,237)

 

(87,784)

 

(12,823)

Capitalized borrowing costs

 

(1,129,285)

 

(282,321)

 

(101,636)

 

(383,957)

 

(284,804)

Monetary update of property, plant and equipment of entities abroad

 

-

 

-

 

-

 

-

 

(71,483)

Effect on changes in depreciation rates of property, plant and equipment

 

(3,193,953)

 

(798,488)

 

(287,456)

 

(1,085,944)

 

(1,089,367)

Unrealized income from derivatives

 

-

 

-

 

-

 

-

 

(411,839)

Fair value of financial liabilities

 

(1,530,179)

 

(382,545)

 

(137,716)

 

(520,261)

 

(575,882)

Bargain purchase gain

 

-

 

-

 

-

 

-

 

(313,945)

Fair value in the formation of the joint venture

 

-

 

-

 

-

 

-

 

(152,848)

Contractual relationships with clients

 

(118,124)

 

(29,531)

 

(10,631)

 

(40,162)

 

(44,681)

Surplus value of assets, net in business combinations

 

(306,721)

 

(76,680)

 

(27,605)

 

(104,285)

 

(543,631)

Property, plant and equipment, inventories and others

 

(1,388,032)

 

(347,008)

 

(124,923)

 

(471,931)

 

(483,019)

Estimated loss on temporary differences

 

3,491,412

 

872,853

 

314,227

 

1,187,080

 

-

Total deferred tax liabilities

 


 

(1,885,709)

 

(678,856)

 

(2,564,565)

 

(5,407,667)

Total deferred taxes

 


 

(1,741,635)

 

(626,990)

 

(2,368,625)

 

2,873,448

Deferred taxes – Assets, net

 


 


 


 

195,940

 

3,975,910

Deferred taxes – Liabilities, net

 

 

 

 

 

 

 

(2,564,565)

 

(1,102,462)

Total deferred taxes

 


 


 


 

(2,368,625)

 

2,873,448


(*) Not covered by the auditor’s report


(1) Refers to the provision for deferred taxes on tax losses, social contribution tax loss carryforwards and temporary differences, assets and liabilities, recognized based on the Company’s assessment of expected future taxable profits. This assessment took into account the substantial doubt regarding the going concern assumption, as described in Note 1.1. The net effect of this reassessment resulted in a reduction of deferred tax assets and an increase in deferred tax liabilities, negatively impacting the results for the year ended March 31, 2026, in the amounts of R$ 12,716,990, as reflected in deferred income tax and social contribution expenses. This provision may be partially and/or fully reversed once the aforementioned uncertainty is no longer present.


119


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


21.6 Changes in deferred tax assets, net


 

2026

 

2025 (*)

(Unaudited)

 

2024

Balance at the beginning of the year

2,873,448

 

2,201,998

 

2,473,097

Business combination

(37,316)

 

(31,121)

 

(83,818)

Corporate restructuring (1)

(26,386)

 

-

 

-

(Debit) credit in income or loss for the year

(5,305,197)

 

834,082

 

167,597

Deferred taxes on other comprehensive income

(293,524)

 

19,600

 

(308,035)

Transfers (2)

313,919

 

-

 

-

Use of tax losses and negative social contribution base to settle tax debts

(24,030)

 

(15,212)

 

(44,576)

Derecognition due to loss of shareholding control

-

 

35,225

 

-

Effects of foreign currency translation and others

130,461

 

(171,124)

 

(2,267)

Balance at the end of the year

(2,368,625)

 

2,873,448

 

2,201,998

(*) Not covered by the auditor’s report

21.7 Unrecognized deferred tax

As of March 31, 2026, the balance of unrecognized deferred taxes relates to tax losses, social contribution tax loss carryforwards and temporary differences, assets and liabilities, in the total amount of R$ 17,480,967. As of March 31, 2025, these amounts were R$ 4,763,977, respectively:

 

 

 

 

2026

 

 

 

2025 (*)

(Unaudited)

 

Basis of tax 

losses and 

temporary 

differences

 

Unrecognized 

deferred tax

 

Basis of tax 

losses and 

temporary 

differences

 

Unrecognized 

deferred tax

Raízen S.A. (Individual)

(9,569,945)

 

3,253,781

 

-

 

-

Raízen Energia S.A.

(24,712,494)

 

8,402,248

 

(8,219,981)

 

2,794,794

Raízen Centro-Sul Paulista S.A.

(7,442,979)

 

2,530,613

 

(2,829,444)

 

962,011

Raízen Centro-Sul S.A.

(4,123,615)

 

1,402,029

 

(2,094,121)

 

712,001

Blueway Trading Importação e Exportação S.A.

(809,239)

 

275,141

 

-

 

-

Raízen Caarapó Ltda.

(614,619)

 

208,970

 

-

 

-

Petróleo Sabbá S.A.

(744,507)

 

253,132

 

-

 

-

Raízen GD Ltda.

(707,298)

 

240,481

 

-

 

-

RZ Agrícola Caarapó Ltda.

(670,880)

 

228,099

 

-

 

-

Raizen Biomassa S.A.

(531,677)

 

180,770

 

(451,277)

 

153,434

Bioenergia Barra Ltda.

(308,262)

 

104,809

 

-

 

-

Raízen-Geo Biogás Costa Pinto Ltda.

(415,844)

 

141,387

 

(99,176)

 

33,720

Raízen-Geo Biogás S.A.

(292,710)

 

99,521

 

(127,273)

 

43,273

Payly Instituição de Pagamento S.A.

(141,982)

 

48,274

 

(124,832)

 

42,443

Raízen Mime Combustíveis S.A.

(128,606)

 

43,726

 

-

 

-

Raízen Power Comercializadora de Energia Ltda.

(117,671)

 

40,008

 

-

 

-

Dunamis SPE S.A.

-

 

-

 

(39,404)

 

13,397

Raízen Serviços e Participações S.A.

(34,800)

 

11,832

 

(13,852)

 

4,710

Bioenergia Caarapó Ltda.

(21,291)

 

7,239

 

-

 

-

Centroeste Distribuição de Derivados de Petróleo S.A.

(20,047)

 

6,816

 

-

 

-

Sabor Raiz Alimentação S.A.

-

 

-

 

(12,334)

 

4,194

Bioenergia Tarumã Ltda.

(3,232)

 

1,099

 

-

 

-

Benálcool Açúcar e Álcool Ltda.

(2,918)

 

992

 

-

 

-

 

(51,414,616)

 

17,480,967

 

(14,011,694)

 

4,763,977

(*) Not covered by the auditor’s report


120


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


21.8 Uncertain tax positions

 

The Company is engaged in administrative and judicial discussions with tax authorities in Brazil regarding certain interpretations and positions adopted in the calculation of IRPJ and CSLL. The final resolution of these matters is uncertain and may be influenced by factors beyond the Company’s control, such as changes in case law and modifications to tax legislation.


In accordance with IFRIC 23 – Uncertainty over Income Tax Treatments, the Company assesses, for each uncertain tax position, whether it is probable that the tax authority will accept the treatment adopted or planned for the calculation of taxes.


The effects of uncertainty are recognized only when the Company concludes that acceptance of the tax treatment by the competent authority is not probable; this recognition is based on the best method for predicting the resolution of the matter — either the most likely amount or the expected value.


The tax positions adopted by the Company are supported by opinions from specialized legal advisors. The Company is subject to review by tax authorities regarding income tax for a statute of limitations period of up to ten years, depending on the jurisdiction in which it operates.


As of March 31, 2026, the total amount under discussion with tax authorities regarding these matters, where it is probable that the tax authority will accept the uncertain tax treatment, was R$ 1,566,034 for the Parent Company (R$ 1,700,267 as of March 31, 2025) and R$ 3,579,538 on a consolidated basis (R$ 3,978,824 as of March 31, 2025).


Regarding tax disputes, the Company is subject to tax assessment notices issued by the Brazilian Federal Revenue Service and lawsuits concerning: (a) the disallowance of the amortization of goodwill expenses based on future profitability arising from corporate transactions; and (b) the collection of IRPJ and CSLL resulting from inconsistencies between filed tax returns.


22. Advances from clients

 

22.1 Accounting policy

 

The Company has advance payments for future sales of its main products, recorded in liabilities.


22.2 Breakdown

 

As of March 31, 2026 and 2025, the Company has advance payments by customers for future sales of its main products to domestic and abroad customers:

 

 

2026

 

2025 (*)

(Unaudited)

Domestic (local currency)

129,163

 

814,391

Abroad (foreign currency) (Note 4.5)

488,827

 

6,847,041

 

617,990

 

7,661,432

Current

(617,990)

 

(3,684,267)

Non-current

-

 

3,977,165


(*) Not covered by the auditor’s report
 

Charges related to advances from clients are recognized in Financial results (Note 32).


121


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


23. Other liabilities


23.1 Accounting policy

 

Other liabilities substantially refer to obligations payable for goods or services and other monetary liabilities that were acquired and/or contracted in the normal course of the Company’s activities, recognized at fair value and subsequently measured at amortized cost using the effective interest rate method and adjusted for monetary and exchange variations incurred, when applicable. Non-monetary liabilities are measured based on the historical cost and, for foreign currency, shall be translated using the exchange rate at the date of the transaction that resulted in their recognition.

 


 


23.2 Breakdown

 

 

2026

 

2025 (*)

(Unaudited)

Anticipated future ethanol revenues (a)

3,786,512

 

-

Margin coverage liability (b)

9,002

 

1,338,364

Financial liabilities with clients (c)

953,516

 

1,211,770

Bonuses payable to clients (d)

552,122

 

550,941

Accounts and expenses payable (e)

1,462,282

 

1,209,792

Accounts payable for the right to use the brand

58,399

 

59,269

Financial liabilities – FIAGRO (f)

-

 

313,115

Incentives payable to employees

201,820

 

252,684

Provision for retirement of CBIOs (g)

57,605

 

122,873

Deferred revenue

249,004

 

325,972

Others

419,955

 

316,565


7,750,217

 

5,701,345

Domestic (local currency)

4,220,971

 

4,776,047

Abroad (foreign currency) (Note 4.5)

3,529,246

 

925,298

 

7,750,217

 

5,701,345

Current

(6,213,646)

 

(3,453,533)

Non-current

1,536,571

 

2,247,812


(*) Not covered by the auditor’s report

 

(a) Anticipated future ethanol revenues

 

On February 28, 2024, indirect subsidiary Raízen Trading S.A., through two special purpose entities (SPEs), entered into a transaction to anticipate future revenues linked to short and long-term supply contracts for first and second-generation ethanol, in the amount of US$ 617,000 thousand, through a private issuance of senior notes through the aforementioned SPEs.


122


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Amortization will occur over the contractual term, using the economic proceeds from the delivery of the agreed ethanol volumes, to be performed by Raízen through 2034, as detailed below:


Years
Volume (m³)

2026


62,853

2027


125,027

2028


170,098

2029


271,058

2030


356,799

From 2030 onwards


1,446,513

Total


2,432,348


 


Since the beginning of the transaction, 259,783 m³ of ethanol have been delivered.


The financial costs associated with the anticipation of future revenues are recognized in the statement of income as financial expenses, “Charges on other financial liabilities” (Note 32). In the year ended March 31, 2026, these costs correspond to the amount of R$ 236,585, calculated at the annual rate of 7.23%.


The commitment contains early maturity clauses requiring the maintenance of a minimum credit rating by at least two rating agencies, in addition to the Company’s and its relevant subsidiaries’ compliance with their obligations.


As a consequence of the breach of this clause (with non-automatic maturity), as of March 31, 2026 the Company reclassified the amount of US$ 617,000 thousand to current liabilities. Considering that, up to this date, no waiver has been obtained, and in the event of early settlement of the structure, the Company recognized a premium amount of US$104,647 thousand, calculated based on the reference rate plus a contractual spread.


As a result of contractual amendments made on July 1, 2025, during the year ended March 31, 2026 the Company reclassified the amount previously recorded as “Advances from clients” to “Other liabilities,” now considering it as a monetary item subject to management of cash flow risk denominated in US dollars.


The Company’s relationship with the main local and international rating agencies is presented in Note 4.13.


(b) Margin coverage liability

 

This refers to funds provided by certain brokers to cover margin in derivative transactions.

 

(c) Financial liabilities with clients

 

This refers primarily to advances on electricity sales contracts made with national traders, to be executed within up to seven years. The outstanding contracts as of March 31, 2026 are adjusted by an average annual rate of 8.61%. The costs arising from these advances are recognized as financial expenses throughout the contractual term. During the year ended March 31, 2026, the interest related to this financial liability totaled R$ 125,077.


123


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(d) Bonuses payable to clients

 

This refers to bonuses granted to Raízen clients, which are conditioned on compliance with terms and performance, particularly the use of the quantities provided for in fuels supply to resellers contracts.


(e) Accounts and expenses payable

 

This refers mainly to obligations with third parties for the acquisition of services such as general consulting, secondary freight, and commercial and administrative expenses to be paid within an average of 90 days.

 


(f) Financial liabilities – FIAGRO

 

This refers to obligations payable arising from the Company’s participation as a subordinated unitholder in FIAGRO, as described in Note 6.1.


(g) Provision for retirement of CBIOs

 

The mandatory target for the retirement of CBIOs established by ANP for the period from January to December 2026 is 8,342 thousand. As of March 31, 2026, the amount provisioned corresponds to 1,974 CBIOs.


24. Provision for legal disputes and judicial deposits


24.1 Accounting policy

 

The Company recognizes provisions for losses on legal and administrative proceedings in cases where the technical assessments of its legal advisors and management’s judgments consider future cash disbursements to be probable and the other conditions for recognizing a provision are met.


Contingent liabilities with probable likelihood of loss that cannot have their value measured and those with possible likelihood of loss are disclosed in notes to the financial statements, considering the best information available up to the disclosure date. Contingent liabilities assessed as remote losses are neither provided for nor disclosed.


Contingent assets are not recognized but are disclosed in notes to the financial statements when the inflow of economic benefits is considered probable, and the amounts are material. If the inflow of economic benefits is practically certain, which, in general, considers the final and unappealable court decision, and whose value can be reliably measured, the related asset ceases to be a contingent asset and its recognition is adequate.


124


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


24.2 Accounting judgments, estimates and assumptions

 

The Company and its subsidiaries recognize a provision for tax, civil, labor and environmental disputes. Determination of the likelihood of loss includes determination of available evidence, hierarchy of laws, available case laws, more recent court decisions and relevance thereof in legal system, as well as evaluation of internal and external attorneys. Such provisions are reviewed and adjusted to take into account changes in circumstances, such the as applicable statute of limitations, tax audit conclusions or additional exposures identified based on new matters or court decisions.

 


 


24.3 Breakdown of legal disputes assessed as probable loss

 

When Raízen was set up in 2011, it was agreed that shareholders Shell and Cosan would reimburse Raízen and its subsidiaries for legal disputes that were ongoing or originated before its formation. As of March 31, 2026 and 2025, the balances of reimbursable and non-reimbursable lawsuits are as follows:

 

 

2026

 

2025(*)

(Unaudited)

Tax

490,211

 

420,730

Civil

385,972

 

362,753

Labor

731,305

 

666,087

Environmental

81,144

 

83,861

 

1,688,632

 

1,533,431

Non-reimbursable legal disputes

1,218,872

 

988,014

Reimbursable legal disputes

469,760

 

545,417

 

1,688,632

 

1,533,431


(*) Not covered by the auditor’s report


When Raízen was set up in 2011, it was also agreed that the Company and its subsidiaries would reimburse shareholders Shell and Cosan regarding the judicial deposits made on the date before its formation. As of March 31, 2026 and 2025, the balances of refundable and non-refundable judicial deposits are as follows:

 

 

2026

 

2025(*)

(Unaudited)

Tax

812,709

 

751,926

Civil

49,209

 

39,917

Labor

115,842

 

107,259

 

977,760

 

899,102

Own judicial deposits

648,442

 

551,194

Refundable judicial deposits

329,318

 

347,908

 

977,760

 

899,102


(*) Not covered by the auditor’s report


125


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated



24.4 Changes


 

Tax

 

Civil

 

Labor

 

Environmental

 

Total

As of March 31, 2025

420,730

 

362,753

 

666,087

 

83,861

 

1,533,431

Non-reimbursable

97,365

 

238,980

 

608,812

 

42,857

 

988,014

Reimbursable

323,365

 

123,773

 

57,275

 

41,004

 

545,417

Provisioned for the year (1)

229,086

 

68,961

 

297,155

 

18,890

 

614,092

Write-offs and reversals (1)

(253,902)

 

(82,594)

 

(187,882)

 

(20,449)

 

(544,827)

Payments (17,032)
(28,491)
(197,486)
(5,542)
(248,551)

Monetary and foreign exchange updates

112,149

 

70,585

 

160,773

 

6,317

 

349,824

Effect of termination of corporate partnership

-

 

-


667

 

-

 

667

Effects of foreign currency translation and others

(820)

 

(5,242)

 

(8,009)

 

(1,933)

 

(16,004)

As of March 31, 2026

490,211

 

385,972

 

731,305

 

81,144

 

1,688,632

Non-reimbursable

223,460

 

253,902

 

693,463

 

48,047

 

1,218,872

Reimbursable (2)

266,751

 

132,070

 

37,842

 

33,097

 

469,760

 

(1)  Provisions and reversals of non-reimbursable legal disputes are recognized in the operating result for the period, except for reversals of monetary update, recognized in “Financial result”.


(2) The movements in reimbursable legal disputes do not have and will never have an effect on the result, due to the Company’s right to reimbursement by shareholders Shell and Cosan.


 


24.5 Tax legal disputes representing probable losses

 

 

2026

 

2025 (*)

(Unaudited)

ICMS

164,976

 

107,754

Tax on Industrialized Products (“IPI”)

101,382

 

178,975

PIS and COFINS

10,668

 

24,293

Others

155,442

 

64,823

 

490,211

 

420,730

Non-reimbursable legal disputes

223,460

 

97,365

Reimbursable legal disputes

266,751

 

323,365

 

490,211

 

420,730


(*) Not covered by the auditor’s report


24.6 Civil, labor and environmental legal disputes representing probable losses

 

Raízen is a party to civil lawsuits related to compensation for property and pain and suffering damages, contractual disputes, real estate and credit recovery discussions, among others.


Raízen is also a party to labor claims filed by former employees and employees of service providers who question, among others, the payment of overtime, night shift, employees’ safety and health risk premiums, job reinstatement, and refund of deductions made in payroll of payment such as confederative association dues and union dues.


The main environmental demands are related to environmental remediation work to be conducted at fuel stations, distribution bases and airports.

 


126


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 



24.7 Legal disputes considered as possible losses

 

No provision for legal disputes considered as possible losses has been recognized in the financial statements.


24.7.1 Tax legal disputes representing possible losses

 

 

2026

 

2025(*)

(Unaudited)

ICMS (a) (1)

6,228,584

 

8,544,620

PIS and COFINS (b)

12,330,329

 

11,905,023

INSS (c)

237,493

 

244,990

ISS (d)

449,599

 

352,838

Offsets with IPI credit – Normative Instruction No. 67/1998 (e)

152,404

 

148,158

Provisional Measure 470/2009 – debt in installment payment (f)

284,520

 

265,253

IPI (g)

219,996

 

232,527

Others (2)

1,530,215

 

2,192,094

 

21,433,140

 

23,885,503

Non-reimbursable legal disputes

16,446,869

 

18,796,064

Reimbursable legal disputes

4,986,271

 

5,089,439

 

21,433,140

 

23,885,503


(*) Not covered by the auditor’s report


(1) Refers to tax assessment notices and tax enforcement actions under administrative and/or judicial dispute, involving mainly alleged undue crediting of ICMS, non-reversal of credits, and alleged non-payment of the tax, including in export operations.


(2) Refers to various tax claims under administrative and/or judicial dispute, involving municipal and federal taxes, rates, and fines.


(a) ICMS

 

This refers substantially to: (i) the portion related to the fine of the tax assessment notice served due to the alleged nonpayment of ICMS and noncompliance with accessory obligation, in an operation involving sharecropping agreement and toll manufacturing, from May 2005 to March 2006 and May 2006 to March 2007; (ii) ICMS levied on shipping of crystallized sugar for export, which, according to the tax agent, is classified as semi-finished goods and, under ICMS regulation, is subject to taxation; (iii) ICMS levied on alleged divergences in the sugar and ethanol inventories, arising from the comparison between the magnetic tax files and the Inventory Register Book; (iv) notices of violation regarding the collection of the ICMS tax rate differential arising from sales of ethanol to companies located in other states of the Federation whose state registrations were subsequently revoked; (v) the ICMS requirement resulting from disallowance of diesel oil credits used in the agro-industrial production process, with a defense filed for being essential to the Company’s activities, based on article 155, paragraph 2, item I of the Federal Constitution and Supplementary Law No. 87/96; (vi) ICMS and ICMS-ST credits not reversed; (vii) failure to obtain a full refund of ICMS tax substitution credits (“ICMS-ST”); and (viii) non-compliance with accessory obligations.

 

(b) PIS, COFINS and IOF

 

The main legal disputes refer substantially to decisions issued by the Brazilian Federal Revenue Service (“RFB”) in November 2013 regarding the disallowance of non-cumulative PIS and COFINS credits arising from goods and services acquired in the domestic market and offset against withholding income tax (“IRRF”), IRPJ, and CSLL. Given that the disallowed credits are linked to goods and services used in the Company’s production chain, the disallowance is entirely improper and unlawful under applicable legislation (Law No. 10.637/02 and Law No. 10.833/03).


127


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(c) INSS

 

Possible legal disputes related to INSS involve mainly: (i) requirement of the contribution for purposes of the National Rural Learning Service (SENAR) on direct and indirect export operations, where the RFB understands that there is no right to constitutional immunity; and (ii) requirement of the social security tax on resale of goods in the domestic market and to third parties that are not included in the social security tax base calculation, which only applies to gross revenue resulting from the production effectively occurring in the facilities and not from purchased goods.


(d) ISS

 

This refers to failure to withhold or pay for services contracted in certain periods.

 

(e) Offsets with IPI credit – IN No. 67/1998

 

RFB Regulatory Instruction No. 67/98 brought with it the possibility of a refund of IPI collected in the period from January 14, 1992 to November 16, 1997, on amorphous refined sugar. Accordingly, the subsidiary RESA, for the years in which the payment was made, pleaded to offset amounts against other taxes due. However, the RFB dismissed requests for refund as well as an offset. Thus, RESA administratively appealed against the dismissal.


After notification of payment of debts object of an offset in view of the changes introduced by IN SRF No. 210/2002, RESA filed a writ of mandamus with an injunction request to suspend the enforceability of offset taxes, with the aim of impeding the Public Administration from executing these debts. The injunction was granted by the competent court.


(f) MP 470/2009 – installment payment of debts

 

The RFB partially rejected requests for payment of federal tax debts in installments made by the subsidiary RESA, with the argument that offered tax loss is not sufficient to settle respective debts. Subsidiary RESA and its legal advisors consider that the losses indicated existed and were available for such use.

 


 


(g) IPI

 

This refers to the tax requirement on sales of sugar subject to a 0% rate due to their degree of polarization exceeding 99.5º or not subject to IPI, pursuant to Regulatory Instruction 67/1998. This ruling was used in the respective proceedings brought by the RFB, whose likelihood of loss is classified as possible, according to the assessment of the Company’s legal advisors.


24.7.2 Civil, labor and environmental legal disputes representing possible losses

 

 

2026

 

2025 (*)

(Unaudited)

Civil

1,760,455

 

2,013,515

Labor

448,701

 

383,266

Environmental

353,876

 

236,555

 

2,563,032

 

2,633,336

Non-reimbursable legal disputes

1,371,770

 

1,313,307

Reimbursable legal disputes

1,191,262

 

1,320,029

 

2,563,032

 

2,633,336

 

(*) Not covered by the auditor’s report


128


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


25. Commitments

 

The Company has fuel purchase agreements with third parties in order to guarantee part of its future trading. It also has contracts for rail transportation with the purpose of transporting fuel from the supply bases to the reseller stations, whose amount to be paid is determined according to the price agreed in the contract.


Raízen has stockpiling service contracts for fuels with third parties, in accordance with the logistics and storage objectives in certain regions.


Through RESA and its subsidiaries, Raízen has commitments to purchase sugarcane, fuel, sugar storage, transportation and handling services.


The commitments to purchase sugarcane with third parties are intended to guarantee part of their production in subsequent harvests. The amount of sugarcane to be acquired is calculated based on the estimated amount to be milled per area based on their expected productivity where the sugarcane plantations are located. The amount to be paid by RESA and its subsidiaries is determined at the end of each crop year, according to the price published by the CONSECANA (Council of Sugarcane, Sugar and Ethanol Producers in the São Paulo State – Brazil).


Raízen entered into agreements with Grupo Rumo, controlled by shareholder Cosan, for the transportation and handling of sugar for exports.

 


 


As of March 31, 2026, the volumes related to purchase commitments and service agreements by harvest are as follows:

 

Years

 

Sugarcane

(in tons)

 

Fuel

(in cubic

meters)

 

Transportation

(in cubic

meters)

 

Storage

(in cubic

meters)

 

Sugar

transportation

and handling

(in tons)

2027

 

44,356,117

 

4,808,026

 

3,782,381

 

8,190,842

 

7,348,152

2028

 

31,120,995

 

177,952

 

1,659,309

 

5,621,386

 

-

2029

 

21,790,183

 

-

 

1,661,309

 

3,112,489

 

-

2030

 

13,613,964

 

-

 

607,000

 

1,451,554

 

-

From 2030 onwards

 

18,094,552

 

-

 

500,000

 

6,141,998

 

-

Total contracted volume

 

128,975,811

 

4,985,978

 

8,209,999

 

24,518,269

 

7,348,152

Total estimated payments (nominal value)

 

 18,637,400

 

17,178,735

 

416,220

 

1,837,942

 

409,262

 

129


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


26. Equity

 

26.1 Capital and capital reserves

 

(a) Accounting policy

 

Capital is represented by common and preferred shares. Incremental expenses directly attributable to the issue of shares, when incurred, are presented as a deduction from equity, as additional capital contribution, net of tax effects.


Common shares have full voting rights and preferred shares have restricted voting rights related to certain matters set forth in the Company’s Bylaws. Only common shares have convertibility rights; each common share can be converted by decision of its holder into a preferred share at the ratio of 1:1, subject to the limits set forth in the Brazilian Corporate Law.


(b) Breakdown

 

As of March 31, 2026 and 2025, the Company’s fully subscribed and paid-up capital amounts to R$ 6,859,670 and is represented as follows:

 

 

 

 

 

 

 

 

 

 

 

 

2026

 

Common

shares

 

%

 

Preferred

shares

 

%

 

 

Total

 

%

Shell

4,496,786,292

 

50.00%

 

60,810,825

 

4.47%

 

4,557,597,117

 

44.02%

Cosan

4,496,786,292

 

50.00%

 

60,810,825

 

4.47%

 

4,557,597,117

 

44.02%

Treasury shares

-

 

-

 

9,393,603

 

0,69%

 

9,393,603

 

0.09%

Free float and others

-

 

-

 

1,227,921,647

 

90.37%

 

1,227,921,647

 

11.87%

Total shares (book-entry shares and no-par-value shares)

8,993,572,584

 

100.00%

 

1,358,936,900

 

100.00%

 

10,352,509,484

 

100.00%



 

 

 

 

 

 

 

 

 

 

 

2025 (*)

(Unaudited)

 

Common

shares

 

%

 

Preferred

shares

 

%

 

 

Total

 

%

Shell

4,496,786,292

 

50.00%

 

60,810,825

 

4.47%

 

4,557,597,117

 

44.02%

Cosan

4,496,786,292

 

50.00%

 

60,810,825

 

4.47%

 

4,557,597,117

 

44.02%

Treasury shares

-

 

-

 

18,263,674

 

1.34%

 

18,263,674

 

0.18%

Free float and others

-

 

-

 

1,219,051,576

 

89.72%

 

1,219,051,576

 

11.78%

Total shares (book-entry shares and no-par-value shares)

8,993,572,584

 

100.00%

 

1,358,936,900

 

100.00%

 

10,352,509,484

 

100.00%


(*) Not covered by the auditor’s report


130


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(c) Capital increases by non-controlling shareholders

 

During the year ended March 31, 2026, indirect subsidiary RGD Bioenergia S.A. received capital contribution in local currency from its non-controlling shareholders in the amount of R$ 9,362, through the offset of related-party balances, in accordance with their equity interests.


During the year ended March 31, 2025, indirect subsidiaries CGB Alagoas Energia S.A., RGD Bioenergia S.A. and CGS Alagoas Energia Ltda. received capital contributions in local currency from their non-controlling shareholders in the amounts of R$ 1,379, R$ 576, and R$ 450, respectively, in accordance with their equity interest.


(d) Capital reserves

 

During the fiscal year ended March 31, 2026, a put option for 4,965,760 shares was granted to the non-controlling shareholder of the indirect subsidiary Raízen Biomassa; these shares are to be acquired by the subsidiary RESA, with full payment due within 12 months of any notice of exercise. In accordance with IAS 32, a liability of R$ 64,000 was recognized under “Other liabilities” with a corresponding entry against equity attributable to controlling shareholders. As of the date of these financial statements, the option had not been exercised.


26.2 Dividends and interest on own capital and remuneration to shareholders

 

(a) Accounting policy

 

Remuneration to shareholders is made in the form of dividends and/or interest on own capital.

 

Both common and preferred shares are entitled to receive mandatory dividends on the same basis, corresponding to 1% of the Company’s adjusted net income, in accordance with its Bylaws and the Brazilian Corporate Law. Common shares are entitled to reimbursement based on share price.


Interest on own capital is allocated to mandatory minimum dividends for the year, as provided for in the Company’s Bylaws, recorded in the statement of income, as required by tax laws, and reversed against retained earnings (current year) and/or income reserves (prior years) in equity, similarly to dividends, resulting in a tax credit recognized in profit or loss for the year.

 


 


IRRF of 15% is levied on interest on own capital, except for immune and exempt shareholders, as established in the applicable legislation.


Remuneration to shareholders is classified as cash flow from financing activities, when effectively paid.



131


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(b) Dividends and interest on own capital and remuneration to shareholders

 

In accordance with the Company’s Bylaws and Brazilian Corporation Law, the amounts of the dividends for the years ended March 31, 2026, 2025 and 2024 were determined as follows:

 

Mandatory minimum dividend (1)

 

2026

 

2025 (*)

(Unaudited)

 

2024

Loss for the year

 

(27,048,083)

 

(4,256,528)

 

520,715

(-) Absorption of loss with reserves

 

7,197,972

 

4,256,528

 

-

(-) Effect of tax incentives of the parent company

 

-

 

-

 

(655)

Common dividend distribution calculation basis

 

-

 

-

 

520,060

Common and preferred shares

 

 

 

 

 

 

Mandatory minimum dividend - 1% (1)

 

-

 

-

 

(5,201)

(-) Interest on own capital

 

-

 

-

 

(1,332,404)

(-) Dividends paid in advance

 

-

 

-

 

(537,434)









Dividends and interest on own capital

 

2026

 

2025 (*)

(Unaudited)

 

2024 

Net income for the year basis for allocation

 

-

 

-

 

520,715

(-) Income reserves

 

-

 

-

 

(416,572)

(-) Tax incentive reserve

 

-

 

-

 

(655)

Additional dividends proposed

 

-

 

-

 

103,488


(*) Not covered by the auditor’s report


(1) For the years ended March 31, 2026 and 2025, there were no mandatory minimum dividends due to the loss reported by the Company.


During the fiscal year ended March 31, 2026, the Company, through its indirect subsidiary Raízen Power, completed the acquisition of 100% of the shares of Tâmara, a company over which it already exercised indirect control through its subsidiary Dunamis, in the total amount of R$ 4,604.



132


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(c) Changes in dividends and interest on own capital



2026

 

2025(*)

(Unaudited)

 

 

Dividends

 

Interest on

own capital

 

 

Total

 

 

Dividends

 

Interest on

own capital

 

 

Total

Balance at the beginning of the year

16,324

 

19

 

16,343

 

129,885

 

19

 

129,904

Prior-year dividends

15,492

 

-

 

15,492

 

42,535

 

-

 

42,535

Dividends for the year

5,062

 

-

 

5,062

 

21,070

 

-

 

21,070

Payments

(17,093)

 

-

 

(17,093)

 

(173,973)

 

-

 

(173,973)

Others

(225)

 

-

 

(225)

 

(3,193)

 

-

 

(3,193)

Balance at the end of the year

19,560

 

19

 

19,579

 

16,324

 

19

 

16,343


(*) Not covered by the auditor’s report


There were no dividends and/or interest on own capital distributed and/or paid during the year ended March 31, 2026.


26.3 Equity adjustments

 

(a) Income (loss) on financial instruments designated as hedge accounting

 

This refers to changes in the fair value of financial instruments arising from cash flow hedge of revenues from exports of its products and from imports of fuel.


(b) Income (loss) from net investment hedge abroad

 

This refers to the effective portion of the foreign exchange differences of the hedge of the Company’s net investments in a foreign entity.


(c) Actuarial gain (loss)

 

These arise from gains and losses from experience adjustments and changes in actuarial assumptions about the retirement supplementation plan, pension plan and health care plan of subsidiaries Raízen Argentina and Neolubes (Note 33). This component is recognized in other comprehensive income and will never be reclassified to the statement of income in subsequent years.


(d) Effect of foreign currency translation

 

This refers to cumulative translation adjustments related to foreign exchange differences resulting from the translation of the financial statements of investees with functional currency different from the parent company’s currency.

 


133


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

 



(e) Changes in equity adjustments


 

 

2025 (*) (Unaudited)

 

Comprehensive

income

 

2026

Actuarial gain on defined benefit plan, net

 

21

 

10,331

 

10,352

Income (loss) on financial instruments designated as hedge accounting

 

2,393,256

 

573,614

 

2,966,870

Income (loss) on hedge of net investment in a foreign entity

 

(45,741)

 

 

 

(45,741)

Effect of foreign currency translation

 

1,053,755

 

157,344

 

1,211,099

 

 

3,401,291

 

741,289

 

4,142,580

 

 

 

 

 

 

 

Attributable to controlling shareholders

 

3,401,253

 

741,289

 

4,142,542

Attributable to non-controlling shareholders

 

38

 

 

 

38


 

 

2024 

 

Comprehensive

income

 

2025 (*)

(Unaudited)

Actuarial gain on defined benefit plan, net

 

(7,562)

 

7,583

 

21

(loss) on financial instruments designated as hedge accounting

 

2,438,628

 

(45,372)

 

2,393,256

Income (loss) on hedge of net investment in a foreign entity

 

(45,741)

 

 

 

(45,741)

Effect of foreign currency translation

 

579,821

 

473,934

 

1,053,755

 

 

2,965,146

 

436,145

 

3,401,291

 

 

 

 

 

 

 

Attributable to controlling shareholders

 

3,006,397

 

394,856

 

3,401,253

Attributable to non-controlling shareholders

 

(41,251)

 

41,289

 

38


 

 

2023 (*)

 

Comprehensive

income

 

2024 

Actuarial gain on defined benefit plan, net

 

(8,978)

 

1,416

 

(7,562)

(loss) on financial instruments designated as hedge accounting

 

1,843,577

 

595,051

 

2,438,628

Income (loss) on hedge of net investment in a foreign entity

 

(45,741)

 

-

 

(45,741)

Others

 

(2,900)

 

2,900

 

-

Effect of foreign currency translation

 

719,648

 

(139,827)

 

579,821

 

 

2,505,606

 

459,540

 

2,965,146

 

 

 

 

 

 

 

Attributable to controlling shareholders

 

2,537,367

 

469,030

 

3,006,397

Attributable to non-controlling shareholders

 

(31,761)

 

(9,490)

 

(41,251)

 


(*) Not covered by the auditor’s report


134


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


26.4 Income reserves


(a) Tax incentive reserve








Amount
State Tax benefit 2026 2025 (*)
(Unaudited)
Federal Government Sale of diesel (1) - 80,455
Goiás Goiás State Industrial Development Program (2) - 212,564
Mato Grosso do Sul Term of agreement No. 331/2008 (3) - 114,666
States of the Brazilian Federation   ICMS credit granted – CA No. 123/2022 (4) - 194,569
- 602,254
Effects of parent company - 123,192
Effects of subsidiaries - 479,062
Use for absorption of loss (5)
(602,254)


(*) Not covered by the auditor’s report


(1) Refers to the grant for sale of diesel oil to be received from ANP by equalizing part of the costs to which producers and importers of diesel oil are subject, under the terms of certain decrees and provisional measures, which were converted into Law 13,723, of October 4, 2018.
(2) Refers to the Goiás state incentive program “Produzir”, which finances part of the ICMS payment.


(3) Refers to the tax benefit on sugar industrial processing operations in that state, equivalent to 67% of the ICMS debt balance and the deemed credit of ethanol.


(4) Refers to the benefit granted by States under ICMS Agreement No. 116/2022 and CA No. 123/2022 attributing granted credit (or deemed credit), used in taxpayers’ bookkeeping to offset ICMS debts in their ordinary calculation, resulting from hydrated ethanol production and commercialization operations.


(5)  As of March 31, 2025, the tax incentive reserve was fully used to absorb the loss for the year.
      

(b) Legal reserve

 

As of March 31, 2026, as established in Brazilian Corporation Law, the Company did not allocate 5% of net income to the legal reserve, since incurred a loss for the year. As of March 31, 2025, the legal reserve was fully used to absorb accumulated losses reported by the Company.


(c) Profit retention reserve

 

This refers to the remaining balance of the Company’s net income for the year, after allocations for set up of the legal reserve and provision for mandatory minimum dividends, which was allocated to the profit retention reserve until its final allocation is approved at the Annual General Meeting. The Company’s Bylaws provide that up to 80% of the profit for the year can be allocated to this reserve, for operations and new investments and projects, not exceeding 80% of the capital.


As of March 31, 2025, the profit retention reserve was fully used by the Company to absorb the loss for the year. 


135


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


26.5 Treasury shares

 

(a) Accounting policy

 

Treasury shares represent shares that are bought back by Raízen, recognized at acquisition cost and less equity, and are available for specific and limited purposes. No gain or loss is recognized in the statement of income on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Any difference between the carrying amount and the consideration is recognized under capital reserves, in equity.


(b) Changes

 

The changes in treasury shares during the years ended March 31, 2026 and 2025 were as follows:


 

2026


 2025 (*)

(Unaudited)

 

Number


Average cost

per share


Insured

amount


Number


Average cost

per share


Insured

amount

Balance at the beginning of the year

18,263,674


5.63


102,806


26,394,646


5.63


148,575

Exercise of share-based payment (Note 28)

(8,870,071)


5.63


(49,930)


(8,130,972)


5.63


(45,769)

Balance at the end of the year

9,393,603


5.63


52,876


18,263,674


5.63


102,806

 

(*) Not covered by the auditor’s report


As of March 31, 2026 and 2025, the unit market value of the Company’s shares is R$ 0.51 and R$ 1.85, respectively.


There are no buyback programs for the Company’s shares in place as of March 31, 2026.

 

26.6 Non-controlling interests

 

For the fiscal year ended March 31, 2026, negative effects in the amount of R$ 30,839 were recognized in the equity attributable to non-controlling interests, arising from the disposal and acquisition of equity interests, as detailed below:


During the fiscal year ended March 31, 2026, the non-controlling shareholder holding a 49% interest in Raízen Gera Desenvolvedora S.A. ceased to be part of the Company’s shareholder structure as a result of the business portfolio recycling process (Note 1.2.a.). As a result of this transaction, a negative effect of R$ 35,873 was recognized in the non-controlling interests line item.


On February 1, 2026, as a result of the process to terminate the Grupo Nós partnership, an amount of R$ 5,044 was recognized regarding the non-controlling interests in the investments included in the net assets of the transaction.


136


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


27. Earnings (loss) per share


27.1 Accounting policy

 

Basic earnings (loss) per share are calculated by dividing the profit (loss) for the year attributable to the Company’s shareholders by the weighted average number of shares (common and preferred) outstanding during the year.


Diluted earnings (loss) per share are calculated by adjusting the profit (loss) and the weighted average number of shares, taking into account the conversion of all potential shares with a dilutive effect (equity instruments, contracts capable of resulting in the issuance of shares and/or restricted shares within share-based payment plans).

 

27.2 Calculation of loss per share

 

(a) Basic

 

 

2026

 

2025 (*)

(Unaudited)

 

2024 

Numerator

 

 

 

 

 

Net (loss) income for the year

(27,048,083)

 

(4,256,528)

 

520,715

Denominator

 

 

 

 

 

Weighted average number of common shares outstanding (in thousands)

10,340,380

 

10,332,018

 

10,324,015

Basic (loss) earnings per share (R$ per share ON and PN)

(2.61577)

 

(0.41197)

 

0.05044


(*) Not covered by the auditor’s report

 

(b) Diluted

 

 

2026 (1)

 

2025 (*) (1)

(Unaudited)

 

2024

Numerator

 

 

 

 

 

Net (loss) income for the year

(27,048,083)

 

(4,256,528)

 

520,715

Denominator

 

 

 

 

 

Weighted average number of common shares outstanding (in thousands)

10,340,380

 

10,332,018

 

10,340,247

Diluted (loss) earnings per share (R$ per share ON and PN)

(2.61577)

 

(0.41197)

 

0.05036


(*) Not covered by the auditor’s report


(1) Due to the loss reported in the years ended March 31, 2026 and 2025, the potentially convertible instruments were not considered in the weighted average number of outstanding shares to determine the diluted loss per share since they had an antidilutive effect in the years.


137


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


28. Share-based payment


28.1 Accounting policy

 

The equity settled share-based payment plan is measured based on the fair value on the date the shares are granted and recognized as personnel expenses, with a corresponding increase in equity, over the period in which the employees unconditionally become entitled to the benefits.


The amount recognized as an expense is adjusted to reflect the number of shares for which the service conditions and non-market vesting conditions are expected to be met, so that the amount ultimately recognized as an expense is based on the number of shares that do meet the related service conditions and non-market vesting conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no modification for differences between expected and actual benefits.


When the terms of an equity-settled transaction are modified (for example, by plan modifications), the recognized minimum expense is the fair value at the date of grant, provided that the original vesting conditions are met. An additional expense, measured at the modification date, is recognized for any modification that increases the fair value of share-based payments or that otherwise benefits employees. When a grant is canceled by the entity or counterparty, any remaining element of the grant’s fair value is immediately recognized as an expense in the statement of income.


The fair value of the amount payable to employees in relation to the share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities during the period in which employees unconditionally acquire the right to payment. The liability is remeasured at each reporting date and at the settlement date, based on the fair value of the share appreciation rights. Any changes in the fair value of the corresponding liabilities are recognized in the statement of income as personnel expenses.


28.2 Accounting judgments, estimates and assumptions

 

Management exercises judgment in determining the assumptions used in measuring and recognizing the fair value of share-based payment on the date of grant and in determining the impacts of any changes on the assumptions associated with the judgments and estimates adopted by the Company and its subsidiaries.


28.3 Agreed plans

 

The Company offers restricted share plans linked to: (i) non-interruption of the relationship between the executive and the Company (vesting period); and (ii) achievement of performance conditions.


138


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


As of March 31, 2026 and 2025, Raízen has the following share-based payment programs and their vesting conditions in effect:


(a) Performance share unit (“PSU”)

 

The fair value of the program that is linked to the performance conditions was measured based on the Monte Carlo method (“MMC”) considering market conditions. The vesting rights are shown below:


• Initial Public Offering (“IPO”) incentive: The effectiveness of this program, as well as the beginning of the vesting period, was conditioned the satisfactory conclusion of the IPO of the Company’s shares. The acquisition of the right to receive shares is subject to performance conditions in five annual installments, each installment corresponding to a vesting period.


• Long-term variable (“VLP”): The delivery of shares will occur in a three-year period, cumulatively subject to the application of performance and permanence conditions during the vesting period. During the year ended March 31, 2026, the 2020/2021 VLP program was fully settled.


(b) Restricted share unit (“RSU”)

 

The fair value of grants during the vesting period was determined based on the market value of the Company’s shares on B3. Vesting rights are shown below:


• VLP and Hiring Program: Grants are subject to the maintenance of the employment relationship during the vesting period. During the year ended March 31, 2026, the VLP 2018/2019 Program, VLP 2020/2021 Program and part of the 2022/2023 Hiring Program were fully settled.


• Recognition 2023/2024


139


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


The table below presents the information on the agreed plans represented by the number of shares and their corresponding fair value on the grant date:








In number of shares

Program


Lot


Estimated term

(in years)


 2025 (*)

(Unaudited)


 Additions


Exercised


Write-off

and cancellation


 2026


Fair value on grant date (R$ per share)

PSU

IPO incentive


3


0


166,471


-


-


(166,471)


-


8.17

IPO incentive


4


1


1,299,362


-


(329,970)


(802,904)


166,488


8.28

IPO incentive


5


1


1,245,668


178,166


-


-


1,423,834


8.59

IPO incentive


4


2


349,239


-


(349,239)


-


-


8.28

IPO incentive


5


3


334,807


-


(334,807)


-


-


8.59

IPO incentive


4


0


83,347


27,782


(44,574)


(66,555)


-


3.20

IPO incentive


5


1


50,008


16,669


(49,169)


(17,508)


-


3.23

VLP 2021/2022


1


1


2,559,645


182,905


(839,528)


(1,903,022)


-


4.56

VLP 2022/2023


1


2


3,830,820


1,555,205


-


-


5,386,025


5.29

VLP 2023/2024


1


3


2,388,025


2,467,576


-


-


4,855,601


3.23

VLP 2024/2025


1


3


-


357,811


-


-


357,811


1.58

VLPT 2025


1


3


-


8,852,781


-


-


8,852,781


1.50

VLPT 2025


1


3


-


8,852,781


-


-


8,852,781


1.67

RSU

VLP 2019/2020


1


1


8,381,722


267,278


(5,065,567)


(3,583,433)


-


4.40

VLP 2021/2022


1


1


3,485,079


224,380


(2,562,327)


(1,147,132)


-


4.29

VLP 2021/2022


1


1


65,060


21,686


(57,992)


(28,754)


-


2.98

VLP 2022/2023


1


2


6,047,815


2,830,757


-


-


8,878,572


4.40

VLP 2023/2024


1


3


3,442,751


4,050,747


-


-


7,493,498


2.98

VLP 2024/2025


1


3


-


2,142,704


-


-


2,142,704


1.67

Hiring Program 2022/2023


2


0


364,228


73,092


(317,057)


(120,263)


-


4.40

Hiring Program 2022/2023 Hiring, Retention and


3


1


393,004


224,485


-


-


617,489


4.40

Recognition 1 and 2 – 2024/2025


2


3


-


1,755,834


-


-


1,755,834


2.45

Recognition 2023/2024


1


3


70,500


94,257


-


-


164,757


2.98

 


 


 


34,557,551


34,176,896


(9,950,230)


(7,836,042)


50,948,175


 

 


(*) Not covered by the auditor’s report


140


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 







In number of shares

Program


 

Lot


Estimated
term

(in years)


 

2024


 

Additions


 

Exercised


Write-off

and cancellation


 2025 (*)

(Unaudited)


Fair value on grant date (R$ per share)

PSU


 


 


 


 


 


 


 


 

IPO incentive


2


-


277,478


-


-


(277,478)


-


7.95

IPO incentive


3


1


1,269,749


435,593


(1,094,161)


(444,710)


166,471


8.17

IPO incentive


4


2


950,123


349,239


 


 


1,299,362


8.28

IPO incentive


5


3


910,861


334,807


 


 


1,245,668


8.59

IPO incentive


4


2


-


349,239


 


 


349,239


8.28

IPO incentive


5


3


-


334,807


 


 


334,807


8.59

IPO incentive


4


1


-


83,347


 


 


83,347


3.2

IPO incentive


5


2


-


50,008


 


 


50,008


3.23

VLP 2020/2021


1


-


967,461


772,283


(1,150,325)


(589,419)


-


8.19

VLP 2021/2022


1


1


1,459,772


1,099,873


 


 


2,559,645


4.56

VLP 2022/2023


1


2


1,642,636


2,188,184


 


 


3,830,820


5.29

VLP 2023/2024


1


3


-


2,388,025


 


 


2,388,025


3.23

RSU

VLP 2018/2019


1


-


5,247,531


931,542


(4,122,850)


(2,056,223)


-


4.4

VLP 2019/2020


1


1


6,617,404


1,764,318


-


-


8,381,722


4.4

VLP 2019/2020


1


1


-


988,112


-


-


988,112


2.98

VLP 2020/2021


1


-


1,318,209


869,932


(1,446,579)


(741,562)


-


7.34

VLP 2021/2022


1


1


2,112,853


1,372,226


-


-


3,485,079


4.29

VLP 2021/2022


2


1


-


65,060


-


-


65,060


2.98

VLP 2022/2023


1


2


2,593,273


3,454,542


-


-


6,047,815


4.4

VLP 2023/2024


1


3


-


3,442,751


-


-


3,442,751


2.98

Hiring Program 2022/2023


1


1


411,006


26,313


(317,057)


(120,262)


-


4.4

Hiring Program 2022/2023


2


1


156,179


208,049


-


-


364,228


4.4

Hiring Program 2022/2023


3


2


69,445


323,559


-


-


393,004


4.4

Recognition 2023/2024


1


3


-


70,500


-


-


70,500


2.98

 


 


 


26,003,980


21,902,309


(8,130,972)


(4,229,654)


35,545,663


 

 

(*) Not covered by the auditor’s report


During the year ended March 31, 2026, the Company delivered 9,950,230 preferred shares, equivalent to R$ 49,930 (8,130,972 preferred shares, equivalent to R$ 45,769 in 2025).


Share-based payment expenses, included in the consolidated statement of income for the year ended March 31, 2026, were R$ 128,681 (R$ 74,393 in 2025 and R$ 124,024 in 2024).


141


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


28.4 Assumptions for measuring fair value

 

The restricted shares plan considers the following assumptions:


• The “VLP 2021/2022” and “VLP 2022/2023” programs used the value of Raízen shares (RAIZ4) for the business day prior to the grant date;


• The “VLP 2019/2020” program used the value of Raízen shares (RAIZ4) for the grant date;


• Except for the aforementioned programs, peer alternatives were sought in view of the expected volatility, due to Raízen’s low closing history. The Company used Cosan’s volatility history, based on the proximity between the sectors in which it operates and the fact that the shareholder Cosan holds a relevant stake in Raízen’s capital stock, which indicates that Raízen’s business implicitly represents part of Cosan’s volatility, using the standard deviation model of daily returns for the aforementioned calculation;


• Since the grant agreement adjusts the participant’s gain in relation to the distribution of dividends during the vesting period, no adjustments were required in the amount of the assets granted resulting from the distribution of dividends;


• The weighted average risk-free interest rate used was the curve of fixed interest rate in Reais (DI estimate) observed in the open market;


• The fee for exit before vesting, which affects the provision for plan costs, was estimated by the Company at approximately 9%; and


• There are no clauses related to share lockup.


29. Net operating revenue


29.1 Accounting policy

 

Revenues from sales of products, such as sugar, fuel (fossil and renewable) and lubricants, are recognized on the delivery to the client. Delivery is considered to be the moment when the client accepts the products and the risks and benefits from the ownership are transferred. Revenue is recognized at this time as long as revenue and costs can be reliably measured, receipt of the consideration is likely and there is no continuous involvement of management with the products. Sales prices are established based on purchase orders or contracts.


The Company and its subsidiaries recognize revenue through the five-step model:

(1) identification of contracts with a customer; (2) identification of performance obligations; (3) determination of the transaction price; (4) allocation of transaction price to performance obligations in contracts; and, (5) revenue recognition when, or as, the performance obligation is satisfied and control of the good or service is transferred to the customer.


142


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


Revenue is measured and stated at the fair value of the consideration deducted by ICMS, PIS, COFINS, IPI, Social Contribution Tax for Intervention in the Economic Order (“CIDE”), IVA, ISS, Fuel Transfer Tax (“ITC”) and Tax on Gross Income (“IIB”)), returns, rebates and discounts, amortization referring to exclusive supply rights, as well as eliminations of sales between group companies, in the case of the consolidated financial statements.


Revenue from the sale of cogeneration of power of Raízen’s subsidiaries is recorded based on the power available on the network and at rates specified under the terms of the supply agreements or the market price in force, as applicable. The calculation of the volume of energy delivered to the buyer occurs monthly. Clients gain control of electricity from the moment they consume it. Due to the flow of billing of certain agreements, the electric energy produced and sold through auction is initially recorded as anticipated revenue, recognized in the statement of income for the year only when available for use by clients.


Commodities and energy operations are traded on an active market, and, for accounting purposes, they meet the definition of financial instruments at fair value. Raízen recognizes revenue when the energy is delivered to the client at the fair value of the consideration. In addition, unrealized net gains resulting from mark-to-market – difference between contracted and market prices – from open net contracted operations on the date of the annual financial statements are recognized as revenue.



29.2 Breakdown of revenue

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Domestic market

177,948,085

 

 171,103,983

 

157,117,590

Foreign market

65,778,625

 

103,711,411

 

77,978,064

Income (loss) from financial instruments

840,387

 

(846,700)

 

(1,025,853)

Gross operating revenue

244,567,097

 

273,968,694

 

234,069,801

Returns and cancellations

(1,334,875)

 

(894,315)

 

(973,746)

Sales taxes

(14,544,107)

 

(15,294,312)

 

(10,420,530)

Trade discounts and others

(2,173,273)

 

(1,899,386)

 

(1,553,816)

Amortization of contracts assets (Note 13.2)

(665,495)

 

(612,227)

 

(667,470)

Net operating revenue

225,849,347

 

255,268,454

 

220,454,239


(*) Not covered by the auditor’s report

 

143


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


30. Costs and expenses by nature

30.1 Reconciliation of costs and expenses by nature

 

Costs and expenses are shown in the statement of income by function. The reconciliation of the Company’s statement of income by nature for the years ended on March 31, 2026, 2025 and 2024 is as follows:

 

 

2026

 

2025 (*)

(Unaudited)

 

2024

Fuel for resale, raw material, costs of collections and transfers

(198,225,041)

 

(227,232,642)

 

(190,721,081)

Freight

(966,120)

 

(1,218,184)

 

(998,808)

Depreciation and amortization

(9,669,021)

 

(9,352,208)

 

(9,205,235)

Personnel expenses

(3,925,794)

 

(4,293,013)

 

(4,275,634)

Cutting, loading and transportation

(1,835,859)

 

(1,916,814)

 

(2,148,697)

Change in the fair value of biological assets, net of realization (Note 9.3)

(1,537,620)

 

(801,696)

 

29,671

Hired labor

(1,143,716)

 

(788,019)

 

(691,903)

Others

(6,810,723)

 

(7,221,511)

 

(5,711,351)

 

(224,113,894)

 

(252,824,087)

 

(213,723,038)


(*) Not covered by the auditor’s report

30.2 Classification of costs and expenses by nature

 

 

2026

 

2025 (*)

(Unaudited)

 

2024 

Cost of products sold and services rendered

(215,034,452)

 

(243,431,661)

 

(204,730,642)

Selling expenses

(6,073,372)

 

(6,819,705)

 

(6,109,524)

General and administrative expenses

(3,006,070)

 

(2,572,721)

 

(2,882,872)

 

(224,113,894)

 

(252,824,087)

 

(213,723,038)


(*) Not covered by the auditor’s report

 

144

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

31. Other operating revenue (expenses), net


2026

2025 (*)

(Unaudited)

2024

Recognition of extemporaneous tax credits, net of tax debits (1)

215,282

2,149,787

608,055

Gains (losses) on transactions with CBIOs

6,257

(625,929)

-

Bargain purchase gain 58,391
268,440
162,593
(Reversal) set-up of provision for legal disputes (18,225)
15,116
-
Credits from indemnity suits 4,700
40,970
-
Revenue from means of payment, net 13,595
18,397
12,535

Reversal (set up) of provision for impairment of investments (14.3)

22,155

(54,274)

-

Loss on write-off of goodwill and intangible assets (Notes 16.3 and 16.4)

(354,807)

-

-

Gain on reduction and termination of equity interests (Note 14.3)

883,063

394,879

-

Provision for losses on the measurement of assets held for sale, net (Note 12.3)

(1,570,642)

-

-

Gain (loss) on impairment of fixed assets, goodwill and surplus value (Notes 12.3, 14.3 and 16.4)

(2,851,334)

-

-

Gain (loss) on disposal of assets (Note 12.3) 980,308
-
57,847
Set up (reversal) of estimated loss on investments, property, plant and equipment and intangible assets (Notes 15 and 16) (4,785,601)
(488,869)
(110,930)

Set up of estimated loss on taxes (Note 10.2)

(2,889,997)

- 

- 

Other revenues, net

151,468

358,284

717,756


(10,135,387)
2,076,801
1,447,856


(*) Not covered by the auditor’s report


(1) Includes recovery of tax credits mainly related to PIS, COFINS and ICMS arising from the ordinary activities of the Company and its subsidiaries.


145

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


32. Financial results


2026

2025(*)

(Unaudited)

2024

Gross cost of loans and financing

Interest and monetary variations

(5,246,259)

(3,834,201)

(3,883,229)

Interest on GRF payable (Note 11.2.a) 6,145
-
-
Net exchange variation 4,004,723
(3,278,589)

60,492
Net effect of financial flow derivatives (9,889,027)
425,387
(1,127,908)
Fair value of financial instruments (361,967)
967,608
(79,492)
Payment of expenditures with fundraising and others (237,688)
29,124
(75,058)

(11,724,073)
(5,690,671)
(5,105,195)






Income from financial investments, securities and restricted cash 1,699,431
749,218
1,008,717
Interest on GRF receivable 462
-
-

1,699,893
749,218
1,008,717
Net cost of loans and financing (10,024,180)
(4,941,453)
(4,096,478)






Other charges and monetary and exchange variations, net




Leases (1,092,996)
(1,068,371)
(1,211,645)
Charges on advances and liabilities from clients (534,181)
(997,608)
(269,656)
Charges on brand licensing (237,681)
(211,823)
(266,287)
Net exchange variation and effect of derivatives, net of commercial flows (18,307)
(177,757)
(444,373)

PIS and COFINS on financial income

(263,596)

(216,205)

(160,526)

Capitalized borrowing costs on qualifying assets 269,882
362,348
263,713
Interest on legal disputes and judicial deposits (135,939)
(82,587)
(30,487)
Interest on suppliers – agreements (153,427)
-
-
Monetary update of tax credits 1,071,994
33,991
-

Others

(692,670)

(17,799)

(40,534)

(1,786,921)

(2,375,811)

(2,159,795)

Bank expenses, charges and others

(103,586)

(145,327)

(58,266)







(11,914,687)

(7,462,591)

(6,314,539)


(*) Not covered by the auditor’s report

 

As of March 31, 2026, 2025 and 2024, finance result is classified as follows:

 

 

2026

 

2025 (*) (Unaudited)

 

2024

Financial expenses

(9,153,349)

 

(5,606,440)

 

(6,128,884)

Financial income

3,147,601

 

1,217,168

 

851,619

Exchange rate change, net

3,158,322

 

(2,511,092)

 

340,266

Net effect of derivatives

(9,067,261)

 

(562,227)

 

(1,377,540)


(11,914,687)

 

(7,462,591)

 

(6,314,539)


(*) Not covered by the auditor’s report

  

146

 

RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

33. Retirement supplementation plan

33.1 Accounting policy

The Company and its subsidiaries have defined benefit and contribution supplementary pension plans, for which studies and actuarial calculations are prepared annually by an independent professional, which are reviewed by management.

For the defined contribution, the expense is recognized in profit or loss when it occurs, while, for the defined benefit, the Company recognizes a liability based on a methodology that considers a series of factors that are determined by actuarial calculations, which use certain assumptions to determine the cost (or revenue) for the pension plan.

Actuarial gains or losses arising from adjustments and changes in actuarial assumptions are recorded directly in equity as other comprehensive income, when incurred.

Past service costs are immediately recognized in the statement of income.

Pension fund

(a) Variable contribution

The Company sponsors the Retirement Plan Raiz, administered by FuturaMais – Entidade de Previdência Complementar (“FuturaMais”, formerly RaizPrev – Entidade de Previdência Privada), a closed nonprofit supplementary pension plan entity.

FuturaMais has administrative, equity and financial autonomy, and its objective is to administer and provide private pension plans, as defined in the Benefit Plan Regulations.

The Company has legal and contractual obligations that could give rise to the need to make additional extraordinary contributions in case of shortfall. In the year ended March 31, 2026, the contribution recognized as expense was R$ 26,676 (R$ 35,319 as of March 31, 2025).

(b) Pension and healthcare plan of subsidiaries Raízen Argentina and Blueway

Raízen Argentina granted pension plans to non-union employees with defined and non-financed benefit. These plans are effective but closed to new participants since the end of 2014. The healthcare coverage of retired employees is an inherited and frozen benefit, whose cost is equally apportioned between the Company and the former employees.

In addition, indirect subsidiary Blueway has legal obligations in accordance with articles 30 and 31 of Law 9,656, published on June 3, 1998, which establish that employees who contribute to the monthly fee of the healthcare plan offered by the entity have the option of maintaining their enrollment in the plan after termination of the employment contract without just cause, under the same coverage conditions that they enjoyed when the employment contract was in force, as long as they assume full payment of the plan fee.

(c) Profit sharing

The Company recognizes a liability and an expense for profit sharing based on a methodology that considers previously defined goals of employees. The Company recognizes a provision when it is contractually bound or when there is a past practice that has created a constructive obligation.

147


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

34. Insurance


Raízen has an insurance and risk management program that provides coverage and protection compatible with its assets and operation.


The insurance coverage taken out is based on a careful study of risks and losses carried out by local insurance advisors, considering the nature of Raízen’s activities, which are detailed on a consolidated basis below:


Insurance type Coverage Amount
Operational risks Fire, lightning, explosion, among others 14,642,831
General civil liability (1) Third-party claims 678,522
15,321,353

 

35. Business combination


35.1 Accounting policy

 

Corporate reorganization transactions between entities under common control are outside the scope of IFRS 3. In accordance with IAS 8, the Company has adopted an accounting policy of recording these transactions at historical carrying amounts (predecessor method), without recognizing goodwill or measuring the involved assets and liabilities at fair value. Any differences between the consideration paid and the net carrying amount transferred are recognized directly in equity as a transaction between shareholders.

 

148


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated

36. Cash flow supplementary information


36.1 Reconciliation of changes in equity with cash flows from financing activities (“FCF”)



(Assets)/liabilities

 

Financial investments linked to

financing

 

Lease liabilities

 

Loans and financing (2)

 

Lease liabilities - related parties

 

Related parties

(1)

 

Dividends and interest on own capital payable

 

Equity – non-controlling shareholders


Derivative financial instruments


Total

As of March 31, 2025 (*) (Unaudited)

 

(1,847)

 

10,445,898

 

57,970,371

 

1,032,249

 

205,280

 

16,343

 

587,408


(1,544,490)

 

68,711,212

Transactions with impact on FCF:

 


 


 


 


 


 


 


 


 


Loans and financing taken out, net of expenses

 

-

 

-

 

30,939,413

 

-

 

-

 

-

 

-

 

-

 

30,939,413

Payments of principal

 

-

 

-

 

(19,006,342)

 

-

 

-

 

-

 

-

 

-

 

(19,006,342)

Payments of interest

 

-

 

-

 

(4,119,307)

 

-

 

-

 

-

 

-

 

-

 

(4,119,307)

Payment of lease liabilities (Notes 11.2.f and 19.4)

 

-

 

(3,544,976)

 

-

 

(294,265)

 

-

 

-

 

-

 

-

 

(3,839,241)

Capital contributions by non-controlling shareholders

 

-

 

-

 

-

 

-

 

-

 

-

 

956

 

-

 

956

Derivative financial instruments

 

 

 

 

 

 

 

-

 

-

 

-

 

-

 

(3,865,622)

 

(3,865,622)

Payment of dividends and interest on own capital (Note 26.2.c)

 

-

 

-

 

-

 

-

 

-

 

(17,093)

 

-

 

-

 

(17,093)

Asset management and others

 

-

 

-

 

-

 

-

 

98,237

 

-

 

-

 

-

 

98,237


 

-

 

(3,544,976)

 

7,813,764

 

(294,265)

 

98,237

 

(17,093)

 

956

 

(3,865,622)

 

191,001

Other movements that do not affect the FCF:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest, inflation adjustments and exchange variation

 

(117)

 

1,110,597

 

4,238,721

 

91,360

 

12,383

 

-

 

-

 

-

 

5,452,944

Change in financial instruments fair value (Note 32)

 

-

 

-

 

361,967

 

-

 

-

 

-

 

-

 

-

 

361,967

Dividends and interest on own capital (Note 26.2.c)

 

-

 

-

 

-

 

-

 

-

 

20,554

 

(16,716)

 

-

 

3,838

Corporate restructuring

 

-

 

(3,242)

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,242)

Additions, write-offs, remeasurement and others

 

-

 

(1,063,023)

 

-

 

(109,576)

 

(98,246)

 

-

 

(30,839)

 

-

 

(1,301,684)

Effects of foreign currency translation and others

 

-

 

(69,534)

 

(1,453,614)

 

-

 

-

 

(225)

 

(83,559)

 

7,537,545

 

5,930,613

 

 

(117)

 

(25,202)

 

3,147,074

 

(18,216)

 

(85,863)

 

20,329

 

(131,114)

 

7,537,545

 

10,444,436

As of March 31, 2026

 

(1,964)

 

6,875,720

 

68,931,209

 

719,768

 

217,654

 

19,579

 

457,250

 

2,127,433

 

79,346,649


(*) Not covered by the auditor’s report

149


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


(Assets)/liabilities

 

Financial investments linked to

financing

 

Lease liabilities

 

 Loans and financing (2)

 

 Lease liabilities – related parties

 

Related parties

(1)

 

Dividends and interest on own capital payable

 

Equity – non-controlling shareholders

 


Total

As of March 31, 2024

 

(1,750)

 

11,564,936

 

35,599,821

 

1,344,478

 

195,642

 

129,904

 

746,159

 

49,579,190

Transactions with impact on FCF:

 


 


 


 


 


 


 


 


Loans and financing taken out, net of expenses

 

-

 

-

 

19,460,591

 

-

 

-

 

-

 

-

 

19,460,591

Payments of principal

 

-

 

-

 

(14,517,903)

 

-

 

-

 

-

 

-

 

(14,517,903)

Payments of interest

 

-

 

-

 

(3,181,586)

 

-

 

-

 

-

 

-

 

(3,181,586)

Payment of lease liabilities (Notes 11.2.f and 19.4)

 

-

 

(3,776,824)

 

-

 

(395,354)

 

-

 

-

 

-

 

(4,172,178)

Capital contributions by non-controlling shareholders 

 

-

 

-

 

-

 

-

 

-

 

-

 

2,405

 

2,405

Payment of dividends and interest on own capital (Note 26.2.c)
-
-
-
-
-
(173,973)
-
(173,973)

Asset management and others

 

-

 

-

 

-

 

-

 

(94)

 

-

 

-

 

(94)

 

 

-

 

(3,776,824)

 

1,761,102

 

(395,354)

 

 (94)

 

 (173,973)

 

 2,405

 

 (2,582,738)

Other movements that do not affect the FCF:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business combination

 

-

 

-

 

-

 

-

 

-

 

-

 

6,646

 

6,646

Net interest, inflation adjustments and exchange variation
(97)
1,212,084
5,090,079
116,031
93
-
-
6,418,190

Change in financial instruments fair value (Note 32)

 

-

 

-

 

(967,608)

 

-

 

-

 

-

 

-

 

(967,608)

Dividends and interest on own capital (Note 26.2.c)

 

-

 

-

 

-

 

-

 

-

 

63,605

 

(63,605)

 

-

Derecognition due to loss of shareholding control

 

-

 

(2,839)

 

(254,224)

 

-

 

-

 

-

 

(236,353)

 

(493,416)

Additions due to acquisition of control in investee

 

-

 

-

 

300,958

 

-

 

-

 

-

 

-

 

300,958

Capital contributions by non-controlling shareholders

 

-

 

-

 

-

 

-

 

-

 

-

 

16,277

 

16,277

Additions, write-offs, remeasurement and others

 

-

 

1,417,925

 

-

 

(32,906)

 

-

 

-

 

-

 

1,385,019

Effects of foreign currency translation and others

 

-

 

30,616

 

2,066,185

 

-

 

9,639

 

(3,193)

 

115,879

 

2,219,126

 

 

(97)

 

2,657,786

 

 6,235,390

 

 83,125

 

 9,732

 

 60,412

 

(161,156)

 

8,885,192

As of March 31, 2025 (*) (Unaudited)

 

(1,847)

 

10,445,898

 

43,596,313

 

1,032,249

 

205,280

 

16,343

 

587,408

 

55,881,644


(*) Not covered by the auditor’s report



150


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


 

(Assets)/liabilities

 

Financial investments linked to

financing

 

 Lease liabilities

 

Loans and financing

 

Lease liabilities – related parties

 

 

Related parties

(1)

 

Dividends and interest on own capital payable

 

Total

As of March 31, 2023 (*)

 

(1,651)

 

10,814,509

 

29,419,990

 

1,233,109

 

182,851

 

154,177

 

41,802,985

Transactions with impact on FCF:

 


 


 


 


 


 

 

 

 

Net funding from Green Bonds Due 2034 and 2054

 

-

 

-

 

7,363,395

 

-

 

-

 

-

 

7,363,395

Partial repurchase of Senior Notes Due 2027

 

 

 

 

 

(1,927,104)

 

 

 

 

 

 

 

(1,927,104)

Loans and financing taken out, net of expenses

 

 

 

 

 

20,069,513

 

 

 

 

 

 

 

20,069,513

Payments of principal

 

-

 

-

 

(19,411,018)

 

-

 

-

 

-

 

(19,411,018)

Payments of interest

 

-

 

-

 

(3,289,215)

 

-

 

-

 

-

 

(3,289,215)

Payment of lease liabilities (Notes 11.2.f and 19.4)

 

-

 

(3,138,814)

 

-

 

(320,829)

 

-

 

-

 

(3,459,643)

Payment of dividends and interest on own capital (Note 26.2.c)

 

-

 

-

 

-

 

-

 

-

 

(1,827,555)

 

(1,827,555)

Asset management and others

 

-

 

-

 

-

 

-

 

6,016

 

-

 

6,016


 

-

 

(3,138,814)

 

2,805,571

 

(320,829)

 

6,016

 

(1,827,555)

 

(2,475,611)

Other movements that do not affect the FCF:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest, inflation adjustments and exchange change

 

(99)

 

1,174,068

 

3,350,962

 

127,167

 

(5,098)

 

-

 

4,647,000

Change in financial instruments fair value (Note 32)

 

-

 

-

 

79,492

 

-

 

-

 

-

 

79,492

Dividends and interest on own capital (Note 26.2.c)

 

-

 

-

 

-

 

-

 

-

 

1,951,868

 

1,951,868

Amortizations for advances and others
-
(131,842)
-
109,334
-
-
(22,508)

Additions, write-offs, remeasurement and others

 

-

 

2,872,328

 

-

 

195,697

 

-

 

-

 

3,068,025

Effects of foreign currency translation and others

 

-

 

(25,313)

 

(56,195)

 

-

 

26,248

 

(377)

 

(55,637)


 

(99)

 

3,889,241

 

3,374,259

 

432,198

 

21,150

 

1,951,491

 

9,668,240

As of March 31, 2024

 

(1,750)

 

11,564,936

 

35,599,820

 

1,344,478

 

210,017

 

278,113

 

48,995,614


(*) Not covered by the auditor’s report


(1)

Mainly composed of asset management and financial operations balances (Note 11.2).

 

 


36.2 Non-cash investing transactions


 

2026

 

2025 (*)

(Unaudited)

 

2024

Consideration payable for the acquisition of Raízen Paraguay

-

 

-

 

(243,354)

Depreciation of agricultural area assets capitalized as biological assets

(43,138)

 

(51,728)

 

(52,223)

Capital to be contributed to Posto Mime S.A.

-

 

(206,880)

 

-

Depreciation of agricultural area assets capitalized as property, plant and equipment

(132,836)

 

(159,563)

 

(140,345)

Interest capitalized in property, plant and equipment (Notes 15.6 and 32)

(269,882)

 

(362,348)

 

(263,713)

Additions to intangible assets

-

 

(52,749)

 

(619,252)

Receivables for the sale of property, plant and equipment -
-
34,252

Right of use

678,548

 

(2,645,497)

 

(3,150,614)

Others

1,753

 

7,251

 

36,920


234,445

 

(3,471,514)

 

(4,398,329)


(*) Not covered by the auditor’s report


151


RAÍZEN S.A.
Notes to the consolidated financial statements
as of March 31, 2026, and 2025 and for the three years in the period ended March 31, 2026
In thousands of Reais – R$, unless otherwise indicated


36.3 Presentation of interest


The Company classifies interest and derivative financial instruments related to debt as financing activities in the statement of cash flows.


37. Subsequent events


37.1Sale of downstream operations in Argentina


On June 4, 2026, the direct subsidiary Raízen Energia S.A. entered into a binding agreement to sell its downstream operations in Argentina to entities held by Mercuria Energy Group Ltd. The transaction was completed on September 1, 2026, following the satisfaction of the applicable conditions precedent, including regulatory approvals.


The total economic value of the transaction is US$1.42 billion, comprising cash consideration and the assumption by the buyers of Raízen Argentina S.A.U.’s debt, subject to customary post-closing adjustments based on working capital and net debt.


37.2 Out-of-Court Reorganization plan


On June 5, 2026, the Company submitted its Out-of-Court Reorganization Plan, as detailed in Note 1.1.


On June 12, 2026, an update was released indicating the adherence of creditors representing approximately 80.15% of the claims covered.


On July 30, 2026, the Company’s Out-of-Court Reorganization Plan was ratified, with the support of creditors representing 81.6% of the covered unsecured financial claims.


On September 29, 2026, the Board of Directors approved measures aimed at implementing the Plan, which will be submitted to the shareholders for approval at an Extraordinary General Meeting and a Special Meeting of preferred shareholders, both scheduled for October 30, 2026. These measures represent relevant steps toward strengthening the Company’s financial structure and governance.


37.3 Discussion regarding Supplementary Laws No. 192/22 and No. 194/22


On July 3, 2026, the Superior Court of Justice (“STJ”) published the decision on Repetitive Theme No. 1,339, ruling that fuel retailers subject to the single-phase PIS and COFINS taxation regime are not entitled to obtain or maintain credits related to fuel purchases, including after the enactment of Supplementary Laws No. 192/2022 and No. 194/2022.


The Company understands that this decision applies specifically to fuel retailers and does not apply to fuel distributors. However, the Company will continue to monitor developments related to this matter.


37.4 Sale of the Caarapó sugar and ethanol plant


On July 20, 2026, the Company entered into an agreement to sell the Caarapó sugar and ethanol plant, located in the state of Mato Grosso do Sul, Brazil, to Adecoagro Vale do Ivinhema S.A. The transaction also included the transfer of owned sugarcane and supplier agreements associated with the facility.


On September 1, 2026, following the satisfaction of all applicable conditions precedent, including the required regulatory approvals, the transaction was completed. The final sale price amounted to R$662,813, after customary price adjustments, resulting in a loss of R$314,529.


152