Parent Company and Consolidated financial statements
C&A Modas S.A.
December 31, 2025 and 2024
with Independent auditors' report
C&A Modas S.A.
Parent company and consolidated financial statements December 31, 2025 and 2024
ContentsStatements of financial position 9
Statements of profit or loss 10
Statements of comprehensive income 11
Statements of changes in shareholders' equity 12
Statements of cash flows 13
Statements of value added 14
Operations 15
Basis for preparation and presentation of financial statements 16
Accounting policies 18
Financial instruments and risk management 20
Cash and cash equivalents 28
Trading securities 29
Accounts receivable 30
Inventories 34
Recoverable taxes 35
Income and social contribution taxes 38
Investment 42
Property, plant and equipment 43
Intangible assets 45
Impairment 47
Leases 49
Suppliers 53
Loans and debentures 54
Labor obligations 57
Taxes payable 58
Provision for tax, civil and labor risks and judicial deposits 58
Other liabilities 62
Shareholders' equity 62
Dividends and interest on own capital payable (JSCP) 65
Related parties 65
Share-based remuneration plan 67
Net revenue 69
Income (loss) by nature 70
Financial income (loss) 72
Segment reporting 73
Insurance contracted 75
Pension plan 75
Earnings per share 76
Transactions not involving cash 76
To the Shareholders, Board of Directors and Officers of
C&A Modas S.A.Barueri - SP
We have audited the individual and consolidated financial statements of C&A Modas S.A. (the "Company"), identified as Individual and Consolidated, respectively, which comprise the statements of financial position as at December 31, 2025, and the statements of profit or loss, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.
In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of the Company as at December 31, 2025, and its individual and consolidated financial performance and cash flows for the year then ended in accordance with the accounting practices adopted in Brazil and with the International Accounting Standards (IFRS Accounting Standards) issued by the International Accounting Standards Board (IASB).
Basis for opinionWe conducted our audit in accordance with the Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the individual and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the professional standards issued by Brazil's National Association of State Boards of Accountancy (CFC), applicable to financial statements audits in Brazil, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide an individual opinion on these matters.
For each matter below, a description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in the context of the individual and financial statements taken as a whole.
We have fulfilled the responsibilities described in the "Auditor's responsibilities for the audit of the individual and consolidated financial statements" section of our report, including in relation to these key audit matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the Company's financial statements.
Recoverability of deferred income and social contribution tax assets
As disclosed in Note 10, as at December 31, 2025, the Company has accounted for deferred income and social contribution tax assets amounting to R$700,655 thousand in the Individual, and R$669,299 thousand in the Consolidated, computed on temporary differences and on income and social contribution tax losses. The Company assessed the recoverability of the deferred income and social contribution tax assets based on projections of future taxable profits.
We consider this a key audit matter as such assessment involves a high degree of judgment by management in determining the assumptions and criteria used in the projections of future taxable profits, which are affected by market expectations and economic conditions.
How our audit addressed this matter
Our procedures included, among others, the involvement of specialists in financial projections and taxes to assist us in assessing the assumptions and methodology used by the Company in preparing the projections of future taxable profits. The projections of future taxable profits were prepared based on the Company's business plan, which was approved by the management boards. We also assessed the adequacy of the disclosures related to this matter in Note 10.
Based on the result of the audit procedures performed on the recoverability of deferred income and social contribution tax assets, which is consistent with management's assessment, we consider that the criteria and assumptions adopted by management as well as the related disclosures in Note 10 are acceptable in the context of the financial statements taken as a whole.
Tax contingencies
The Company figures as a defendant in legal and administrative proceedings arising from various tax disputes, with a provision of R$148,834 thousand as at December 31, 2025, in the individual and consolidated, as disclosed in Note 20. The assessment of the likelihood of loss and the measurement of the provision to cover probable losses require judgment by the Company's management, which relies on the opinions of its internal and external legal advisors. Any changes in the assumptions used by the Company, which were the basis for exercising this judgment, or in external factors, including the positioning of tax authorities and courts, that result in a change in the loss forecast by legal advisors, may significantly impact the Company's individual and consolidated financial statements.
Furthermore, as at December 31, 2025, the Company is involved in tax discussions totaling R$591,507 thousand, as disclosed in Note 20, for which a provision has not been recorded in the financial statements due to the management's assessment, supported by its internal and external legal advisors, that the likelihood of loss in these discussions is possible but not probable.
We consider this matter a key audit matter due to the magnitude of the amounts involved and the fact that the assessment of the likelihood of loss as well as the measurement of the provision involve a high degree of judgment by the Company's executive board in conjunction with its internal and external legal advisors.
How our audit addressed this matter
Our audit procedures included, among others, the evaluation of the accounting policies adopted by the Company for classifying legal and administrative proceedings as probable, possible, or remote losses, including the assumptions used for measuring the amounts to be recorded as provisions for tax contingencies. We engaged specialists in contentious matters to analyze the provisions recognized and proceedings disclosed related to contingencies classified as possible losses, considering the assessments prepared by the Company's internal and external legal advisors. We obtained evidence regarding the risks of losses considered by the Company in the main proceedings, including existing documentation, legal opinions and reports, as well as external confirmations from the Company's legal advisors containing their opinions on the current status and the likelihood of loss in these legal and administrative proceedings. In addition, we evaluated the adequacy of disclosures in Note 20 to the individual and consolidated financial statements as at December 31, 2025.
Based on the result of the audit procedures performed on tax contingencies, which is consistent with the executive board's assessment, we consider that the criteria and assumptions adopted by the executive board as well as the related disclosures in Note 20 are acceptable in the context of the individual and consolidated financial statements taken as a whole.
Information technology environment
The Company has a high volume of daily transactions conducted through operations occurring in its stores, distribution centers, and e-commerce. Due to the Company's high reliance on systems and technology infrastructure, we consider the information technology environment, for the processing and generation of financial and accounting information that directly impacts the financial statements, as a key audit matter.
How our audit addressed this matter
Our audit procedures included, among others: (i) the assessment of the design and operational effectiveness of IT General Controls ("ITGC"), implemented by the Company for those systems we deemed relevant for the generation of information that directly impacts the financial statements; (ii) evaluation of audit procedures to assess the effectiveness of controls over logical access, change management, IT operations management, report processing, and other technology aspects; (iii) involvement of information technology professionals to assist us in executing these procedures; (iv) evaluation of the report generation and extraction process that supports the accounting balances; and (v) execution of back-testing on the information produced by the Company's systems and applications.
Regarding the audit of logical access: (i) we analyzed the process for authorizing and granting new users access, timely removal of access to transferred or terminated employees, and review of users on a regular basis; and (ii) we assessed the password policies, security configurations, and access to technology resources. Regarding the change management process: (i) we assessed whether changes to the systems were properly authorized and approved by the Company's executive board; and (ii) we analyzed the operation management process, focusing on the policies for information safeguarding and the timeliness of incident handling.
Based on these results, we consider the information extracted from the Company's systems to be appropriate for the planning and execution of our tests in the context of the individual and consolidated financial statements, taken as a whole.
Lease
The Company, due to the nature of its operations, has a high volume of lease agreements for its stores. Additionally, during the fiscal year, there are significant changes in accounts related to lease agreements due to the opening of new stores, contract renewals, and/or remeasurements of existing contracts related to stores in operation, due to changes in previously agreed conditions as well as write-offs of contracts due to store closures. Due to the volume and peculiarities of each negotiation or renegotiation conducted between the Company and lessors, as well as the Company's reliance on the system that manages the database and measures the changes in each contract, we consider the leases of stores a key audit matter.
How our audit addressed this matter
Our audit procedures included, among others, understanding and evaluating the internal control environment for identifying lease agreements or contracts that contain leases, as well as the internal policies adopted by the Company's executive board for determining lease assets and liabilities. We reviewed, on a sample basis, the contractual terms to confirm management's assessment regarding the identification of contracts that contain a lease. We selected a representative sample of contracts for each type of transaction that has impacted the right-of-use assets and lease liabilities, assessed the assumptions used for measuring the identified leases, the practical expedients adopted as allowed by the standard, and evaluated the discount rate used and tested the logical and arithmetic consistency of the calculations. We assessed the accounting for the right-of-use assets and lease liabilities, and reviewed the management's disclosures in the financial statements regarding this matter.
Based on the result of the audit procedures performed on the balances of right-of-use assets and lease liabilities, which is consistent with the executive board's assessment, we consider that the criteria and assumptions adopted by the executive board as well as the related disclosures in Note 15 are acceptable in the context of the individual and consolidated financial statements taken as a whole.
Other mattersStatements of value added
The individual and consolidated Statements of Value Added (SVA) for the year ended December 31, 2025, prepared under the responsibility of the Company's executive board and presented as supplementary information for purposes of IFRS, were submitted to the same audit procedures conducted together with the audit of the Company's individual and consolidated financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria provided for in Accounting Pronouncement CPC 09 - Statement of Value Added. In our opinion, these individual and consolidated statements of value added were prepared fairly, in all material respects, in accordance with the criteria defined in the abovementioned Accounting Pronouncement, and are consistent in relation to the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and the auditor's reportThe executive board is responsible for such other information, which comprises the Management Report.
Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the executive board and those charged with governance for the individual and consolidated financial statementsThe executive board is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board - IASB (currently referred to by the IFRS Foundation as "IFRS standards"), and for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, the executive board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the executive board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's and the subsidiaries' financial reporting process.
Auditor's responsibilities for the audit of the individual and consolidated financial statementsOur objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Brazilian and International Standards on Auditing will always detect material misstatements when they exist. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identified and assessed the risks of material misstatements of the individual and consolidated financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Company and its subsidiaries.
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the executive board.
Concluded on the appropriateness of the executive board's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or future conditions may cause the Company to cease to continue as a going concern.
Evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we are required to determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, February 24, 2026.
ERNST & YOUNG
Auditores Independentes S/S. Ltda. CRC-SP-034519/O
Flávio Serpejante Peppe Partner
C&A Modas S.A.
Statements of financial position December 31, 2025 and 2024
(In thousands of reais)
Note | 2025 | 2024 | 2025 | 2024 | Not 2025 2024 | 2025 | 2024 | |||||||
Assets | Liabilities | |||||||||||||
Current assets | Current liabilities | |||||||||||||
Cash and cash equivalents | 5 | 748,512 | 1,262,270 | 774,521 | 1,403,225 | Suppliers | 16 | 1,318,136 | 1,877,357 | 1,324,832 | 1,889,243 | |||
Trading securities | 6 | - | - | 268,854 | 169,310 | Drawee risk obligations | 16 | 421,205 | 350,043 | 421,205 | 350,043 | |||
Accounts receivable | 7 | 962,127 | 1,076,795 | 1,753,283 | 1,862,821 | Loans and debentures | 17 | 139,796 | 456,541 | 139,796 | 456,541 | |||
Inventories | 8 | 1,154,866 | 1,032,231 | 1,154,866 | 1,032,231 | Leases | 15 | 372,743 | 352,734 | 372,743 | 352,734 | |||
Recoverable taxes | 9 | 560,872 | 469,885 | 569,544 | 470,354 | Labor obligations | 18 | 290,811 | 276,780 | 293,617 | 279,826 | |||
Derivatives | 4 | 2,552 | 18,255 | 2,552 | 18,255 | Dividends and interest on own capital payable | 23 | 139,779 | 101,934 | 139,779 | 101,934 | |||
Other assets | 36,172 | 37,186 | 36,209 | 37,197 | Taxes payable | 19 | 374,578 | 373,489 | 385,977 | 375,899 | ||||
Total current assets | 3,465,101 | 3,896,622 | 4,559,829 | 4,993,393 | Derivatives | 4 | 1,760 | 319 | 1,760 | 319 | ||||
Other liabilities | 21 | 17,220 | 24,033 | 36,452 | 43,733 | |||||||||
Total current liabilities | 3,076,028 | 3,813,230 | 3,116,161 | 3,850,272 | ||||||||||
Non-current assets | Non-current liabilities | |||||||||||||
Long-term assets | Suppliers | 16 | - | 218 | - | 218 | ||||||||
Trading securities | 6 | 757,850 | 854,604 | - | - | Loans and debentures | 17 | 820,676 | 1,041,472 | 820,676 | 1,041,472 | |||
Deferred taxes | 10 | 529,421 | 544,580 | 489,748 | 530,141 | Leases | 15 | 1,407,500 | 1,474,142 | 1,407,500 | 1,474,142 | |||
Recoverable taxes | 9 | 791,364 | 1,127,692 | 791,364 | 1,127,692 | Labor obligations | 18 | 16,152 | 20,310 | 16,152 | 20,310 | |||
Judicial deposits | 20 | 91,358 | 144,935 | 91,360 | 144,940 | Taxes payable | 19 | 14,325 | 15,389 | 14,325 | 15,389 | |||
Derivatives | 4 | - | 6,551 | - | 6,551 | Provision for tax, civil and labor risks | 20 | 184,468 | 290,012 | 186,554 | 293,052 | |||
Other assets | 4,615 | 4,752 | 4,615 | 4,752 | Other liabilities | 21 | 50,209 | 50,556 | 50,209 | 50,556 | ||||
Total long-term assets | 2,174,608 | 2,683,114 | 1,377,087 | 1,814,076 | Total non-current liabilities | 2,493,330 | 2,892,099 | 2,495,416 | 2,895,139 | |||||
Total liabilities | 5,569,358 | 6,705,329 | 5,611,577 | 6,745,411 | ||||||||||
Investment | 11 | 254,986 | 187,647 | - | - | Shareholders' equity | ||||||||
Property, plant and equipment | 12 | 1,057,438 | 823,714 | 1,057,438 | 823,714 | Capital | 22 | 1,847,177 | 1,847,177 | 1,847,177 | 1,847,177 | |||
Right-of-use - Lease | 15 | 1,474,548 | 1,529,909 | 1,474,548 | 1,529,909 | Treasury shares | 22 | (48,190) | (34,365) | (48,190) | (34,365) | |||
Intangible assets | 13 | 849,731 | 892,807 | 849,731 | 892,807 | Capital reserve | 39,243 | 49,287 | 39,243 | 49,287 | ||||
Total non-current assets | 5,811,311 | 6,117,191 | 4,758,804 | 5,060,506 | Profit reserve | 1,868,222 | 1,439,134 | 1,868,222 | 1,439,134 | |||||
Comprehensive income | 602 | 7,251 | 602 | 7,251 | ||||||||||
Total controlling interest | 3,707,054 | 3,308,484 | 3,707,054 | 3,308,484 | ||||||||||
Non-controlling interest | - | - | 2 | 4 | ||||||||||
Total shareholders' equity | 3,707,054 | 3,308,484 | 3,707,056 | 3,308,488 | ||||||||||
Total assets | 9,276,412 | 10,013,813 | 9,318,633 | 10,053,899 | Total liabilities and shareholders' equity | 9,276,412 | 10,013,813 | 9,318,633 10,053,899 | ||||||
Parent Company Consolidated Parent Company Consolidated
e
See the accompanying notes to the financial statements.
9
C&A Modas S.A.
Statements of profit or loss
Years ended December 31, 2025 and 2024
(In thousands of reais - R$, except earnings/loss per share)
Parent Company Consolidated Note 2025 2024 2025 2024Net revenue | 26 | 7,730,456 | 7,304,317 | 7,982,958 | 7,636,539 | |
Sale of goods and services | 7,670,574 | 7,196,456 | 7,665,846 | 7,195,564 | ||
Financial products and services | 59,882 | 107,861 | 317,112 | 440,975 | ||
Cost of goods sold and services rendered | (3,550,347) | (3,459,741) | (3,550,502) | (3,459,970) | ||
Sale of goods and services | (3,550,167) | (3,459,466) | (3,550,167) | (3,459,382) | ||
Financial products and services | (180) | (275) | (335) | (588) | ||
Gross income | 4,180,109 | 3,844,576 | 4,432,456 | 4,176,569 | ||
Operating revenues (expenses): Sales | 27 | (2,505,722) | (2,324,746) | (2,511,645) | (2,355,001) | |
General and administrative | 27 | (958,273) | (885,982) | (959,532) | (887,313) | |
Credit losses, net | - | - | (134,301) | (202,442) | ||
Equity in net income of subsidiaries | 11 | 66,781 | 35,132 | - | - | |
Other operating revenues (expenses), net | 27 | 218,356 | 77,613 | 217,571 | 77,432 | |
Income before financial income (loss) | 1,001,251 | 746,593 | 1,044,549 | 809,245 | ||
Income (loss) from exchange rate change | (9,171) | (13,281) | (9,172) | (13,281) | ||
Finance expenses | (636,975) | (599,721) | (564,671) | (555,044) | ||
Finance income | 223,869 | 254,381 | 256,275 | 271,999 | ||
Income (loss) from FIDC C&A Pay | 113,586 | 106,753 | - | - | ||
Financial income (loss) | 28 | (308,691) | (251,868) | (317,568) | (296,326) | |
Income before income taxes | 692,560 | 494,725 | 726,981 | 512,919 | ||
Income taxes | 10 | (105,471) | (42,248) | (139,894) | (60,441) | |
Net profit for the year | 587,089 | 452,477 | 587,087 | 452,478 | ||
Attributable to shareholders: Non-controlling shareholders | (2) | 1 | ||||
Controlling shareholders | 587,089 | 452,477 | ||||
Basic earnings per share - in R$ | 33 | 1.9381 | 1.4839 | |||
Basic/diluted earnings per share - in R$ | 33 | 1.8913 | 1.4682 |
See the accompanying notes to the financial statements.
C&A Modas S.A.
Statements of comprehensive income Years ended December 31, 2025 and 2024 (In thousands of reais - R$)
Parent Company Consolidated2025 | 2024 | 2025 | 2024 | |
Net profit for the year | 587,089 | 452,477 | 587,087 | 452,478 |
Other comprehensive income: Income (loss) from derivatives | (10,277) | 12,357 | (10,446) | 12,357 |
Other comprehensive income (a) | 134 | (318) | 134 | (318) |
Tax effects Total comprehensive income to be | 3,494 | (4,201) | 3,663 | (4,201) |
Total comprehensive income | 580,440 | 460,315 | 580,438 | 460,316 |
attributable to shareholders: Non-controlling shareholders | (2) | 1 | ||
Controlling shareholders | 580,440 | 460,315 |
(a) The amount refers to the mark-to-market adjustment of the Financial Treasury Bills of C&A Pay SCD.
See the accompanying notes to the financial statements.
C&A Modas S.A.
Statements of changes in shareholders' equity Years ended December 31, 2025 and 2024
(In thousands of reais - R$)
Capital reserve Profit reserve
Other comprehensiv
e income
Total
Other
Unrealized
Tax
Equity
controlling
Non-
Total
Treasury
Capital
capital
Legal
profit
incentive
Investment
valuation
Retained
shareholder controlling
shareholders'
Capital shares reserve reserves
reserve reserves reserves reserve
adjustments
earnings s
interest
equity
December 31, 2023 1,847,177 | (8,498) | 10,516 | 39,363 | 65,208 | 75,720 | 14,560 | 947,612 | (586) | - | 2,991,072 | 3 | 2,991,075 | |||
Equity instruments granted - Share-based - | - | - | 13,358 | - | - | - | - | - | - | 13,358 | - | 13,358 | |||
Repurchase of shares - | (32,364) | - | - | - | - | - | - | - | - | (32,364) | - | (32,364) | |||
Settled shares (i) - | 6,497 | - | (13,950) | - | - | - | - | - | - | (7,453) | - | (7,453) | |||
Allocation of income (loss): Net profit for the year - | - | - | - | - | - | - | - | - | 452,477 | 452,477 | 1 | 452,478 | |||
Legal reserve - | - | - | - | 22,623 | - | - | - | - | (22,623) | - | - | - | |||
Reserve for investments - | - | - | - | - | - | - | 291,293 | - | (291,293) | - | - | - | |||
Tax incentive reserve - | - | - | - | - | - | 22,117 | - | - | (22,117) | - | - | - | |||
Interest on own capital - | - | - | - | - | - | - | - | - | (105,000) | (105,000) | - | (105,000) | |||
Dividends - | - | - | - | - | - | - | - | - | (11,444) | (11,444) | - | (11,444) | |||
Other comprehensive income - | - | - | - | - - - - | 7,837 | - | 7,837 | - | 7,837 | ||||||
December 31, 2024 1,847,177 | (34,365) | 10,516 | 38,771 | 87,831 | 75,720 | 36,677 | 1,238,905 | 7,251 | - | 3,308,483 4 3,308,487 | |||||
Equity instruments granted - Share-based - | - | - | 23,401 | - | - | - | - | - | - | 23,401 - 23,401 | |||||
Repurchase of shares - | (36,039) | - | - | - | - | - | - | - | - | (36,039) - (36,039) | |||||
Settled shares (i) - | 22,214 | - | (33,445) | - | - | - | - | - | - | (11,231) - (11,231) | |||||
Net profit for the year - | - | - | - | - | - | - | - | - | 587,089 | 587,089 (2) 587,087 | |||||
Legal reserve - | - | - | - | 29,355 | - | - | - | - | (29,355) | - - - | |||||
Reserve for investments - | - | - | - | - | - | - | 399,734 | - | (399,734) | - - - | |||||
Interest on own capital - | - | - | - | - | - | - | - | - | (158,000) | (158,000) - (158,000) | |||||
Other comprehensive income - | - | - | - | - - - - | (6,649) | - | (6,649) - (6,649) | ||||||||
December 31, 2025 | 1,847,177 | (48,190) | 10,516 | 28,727 | 117,186 | 75,720 | 36,677 | 1,638,639 | 602 | - | 3,707,054 | 2 | 3,707,056 | ||
remuneration
remuneration
(i) In March 2024 and April 2025, the shares of the PSU 2021 remuneration plan and the 2022 plan, respectively, were settled (see changes in Note 25).
See the accompanying notes to the financial statements.
12
Parent Company Consolidated
CASH FLOW FROM OPERATING ACTIVITIES Income before income taxes | 692,560 | 494,725 | 726,981 | 512,919 | ||
Adjustment to reconcile net profit with the cash generated by operating activities: Formation (Reversal) of expected credit losses | 7 | 91 | 326 | 124,756 | 198,678 | |
Formation of losses on inventories | 8 | 106,127 | 95,406 | 106,127 | 95,406 | |
Recognition of tax credits | 9 | (69,555) | (284,913) | (69,555) | (284,913) | |
Equity in net income of subsidiaries | 11 | (66,781) | (35,132) | - | - | |
Depreciation and amortization | 12|13 | 344,612 | 349,043 | 344,612 | 349,043 | |
Amortization of right-of-use | 15 | 375,700 | 358,647 | 375,700 | 358,647 | |
Interest, inflation adjustments and exchange-rate changes | 421,468 | 435,999 | 384,671 | 417,702 | ||
Formation (reversal) of losses for tax, civil and labor risks | (16,874) | 35,091 | (17,828) | 39,075 | ||
Other | 25,520 | 29,984 | 25,520 | 30,255 | ||
(Increase) decrease in operating assets | ||||||
Trade accounts receivable | 115,388 | (21,273) | (13,849) | (282,794) | ||
Inventories | (238,729) | (250,365) | (238,729) | (250,448) | ||
Recoverable taxes | 314,896 | 264,299 | 306,693 | 273,155 | ||
Judicial deposits | 58,957 | 16,001 | 58,960 | 16,022 | ||
Other assets | 1,151 | 13,141 | 1,125 | 13,172 | ||
Increase (decrease) in operating liabilities | ||||||
Suppliers | 51,346 | (64,285) | 46,156 | (60,537) | ||
Bradescard Supplier (**) | 16 | (650,648) | - | (650,648) | - | |
Drawee risk obligations | 71,162 | (14,666) | 71,162 | (14,666) | ||
Taxes payable | 9,185 | 93,924 | 15,844 | 87,485 | ||
Labor obligations | (1,358) | 42,013 | (1,598) | 43,793 | ||
Tax, civil and labor lawsuits | (88,670) | (32,621) | (88,670) | (34,763) | ||
Other liabilities | (10,828) | (2,292) | (11,296) | (3,480) | ||
Net cash generated from operating activities before financial investments and income tax | 1,444,720 | 1,523,052 | 1,496,134 | 1,503,751 | ||
Trading securities | 96,754 | (63,252) | (62,916) | 40,573 | ||
Income and social contribution taxes paid | (114,199) | (55,366) | (120,889) | (59,277) | ||
Net cash generated by operating activities | 1,427,275 | 1,404,434 | 1,312,329 | 1,485,047 | ||
Acquisition of property, plant and equipment | 12 | (395,179) | (155,493) | (395,179) | (155,493) | |
Acquisition of intangible assets | 13 | (144,726) | (136,342) | (144,726) | (136,343) | |
Capital decrease in subsidiary | (35,000) | - | - | |||
Receipt from sales of property, plant, and equipment | 68 | 74 | 68 | 74 | ||
Net cash consumed in investing activities | (539,837) | (326,761) | (539,837) | (291,762) | ||
New loans and issuance of debentures | 17 | 300,000 | 745,963 | 300,000 | 745,963 | |
Transaction costs of loans/debentures | 17 | (644) | (8,721) | (644) | (8,721) | |
Payment of principal on loans | 17 | (828,776) | (955,424) | (828,776) | (955,424) | |
Interest paid on loans | 17 | (188,265) | (175,781) | (188,265) | (175,781) | |
Payment of lease principal and interest | 15 | (545,538) | (519,321) | (545,538) | (519,321) | |
Interest on own capital and dividends paid | 23 | (101,934) | - | (101,934) | - | |
Repurchase of shares | 22 | (36,039) | (32,364) | (36,039) | (32,364) | |
Net cash consumed in financing activities | (1,401,196) | (945,648) | (1,401,196) | (945,648) | ||
Net (decrease) increase in cash and cash equivalents | (513,758) | 132,025 | (628,704) | 247,637 | ||
Cash and cash equivalents at the beginning of the year | 1,262,270 | 1,130,245 | 1,403,225 | 1,155,588 | ||
Cash and cash equivalents at the end of the year | 748,512 | 1,262,270 | 774,521 | 1,403,225 | ||
(**) Payment relating to the acquisition of the right to operate f | nancial | services, known | as "Balcão Brad | es | co" (Note 1.1). | |
Note 2025 2024 2025 2024
i
In the year ended in 2025, the Management, aiming to improve the presentation of the cash flow, grouped items of similar nature related to the adjustments to reconcile net profit to cash.
See the accompanying notes to the financial statements.
Parent Company Consolidated 2025 2024 2025 2024
Sale of goods, products and services | 10,293,061 | 9,667,191 | 10,551,509 | 9,989,564 | |
Other operating revenues | 184,594 | 146,273 | 183,915 | 147,515 | |
Provision, reversal, and loss of receivables | 102 | 260 | (134,199) | (202,182) | |
Revenues | 10,477,757 | 9,813,724 | 10,601,225 | 9,934,897 | |
Cost of products, good and services sold | (3,428,746) | (3,325,750) | (3,428,746) | (3,310,188) | |
Materials, energy, outsourced services and other Provision, reversal, and loss on other assets | (1,173,135) (110,263) | (1,160,125) (144,559) | (1,167,421) (111,048) | (1,177,339) (144,745) | |
Inputs acquired from third parties | (4,712,144) | (4,630,434) | (4,707,215) | (4,632,272) | |
Gross value added | 5,765,613 | 5,183,290 | 5,894,010 | 5,302,625 | |
Depreciation and amortization | (344,612) | (349,042) | (344,612) | (349,127) | |
Depreciation of right-of-use | (375,701) | (358,647) | (375,701) | (358,647) | |
Retention | (720,313) | (707,689) | (720,313) | (707,774) | |
Net value added produced | 5,045,300 | 4,475,601 | 5,173,697 | 4,594,851 | |
Equity in net income of subsidiaries | 66,781 | 35,132 | - | - | |
Finance income | 400,762 | 406,905 | 323,904 | 320,739 | |
Value added received through transfers | 467,543 | 442,037 | 323,904 | 320,739 | |
Total value added to be distributed | 5,512,843 | 4,917,638 | 5,497,601 | 4,915,590 | |
Personnel and charges | 1,073,269 | 1,006,983 | 1,084,220 | 1,019,973 | |
Direct remuneration | 785,508 | 757,883 | 794,159 | 768,077 | |
Benefits | 178,852 | 152,174 | 180,102 | 152,950 | |
FGTS (Severance Pay Fund) | 65,587 | 60,749 | 66,184 | 61,188 | |
Other | 43,322 | 36,177 | 43,775 | 37,758 | |
Taxes, fees and contributions | 2,922,397 | 2,573,830 | 2,968,507 | 2,603,145 | |
Federal | 1,027,617 | 849,856 | 1,073,280 | 876,943 | |
State | 1,831,393 | 1,660,780 | 1,830,713 | 1,662,019 | |
Municipal | 63,387 | 63,194 | 64,514 | 64,183 | |
Third-party capital remuneration | 930,088 | 884,348 | 857,787 | 839,994 | |
Rents | 242,450 | 229,773 | 242,450 | 229,773 | |
Finance expenses | 687,638 | 654,575 | 615,337 | 610,221 | |
Remuneration of own capital | 587,089 | 452,477 | 587,087 | 452,478 | |
Retained profits | 429,089 | 336,033 | 429,089 | 336,033 | |
Interest on own capital and dividends proposed | 158,000 | 116,444 | 158,000 | 116,444 | |
Non-controlling interest in retained earnings | - | - | (2) | 1 | |
Distribution of added value | 5,512,843 | 4,917,638 | 5,497,601 | 4,915,590 |
See the accompanying notes to the financial statements.
-
Operations
C&A Modas S.A. ("Company" or "Parent Company") has its registered office located at Alameda Araguaia, nº1.222 - Barueri - São Paulo - Brazil. The Company is a publicly-held corporation, holding shares traded on B3 (São Paulo - Brazil) under the ticker "CEAB3" and its Parent Company is COFRA Holding AG, based in Switzerland.
C&A Modas and its subsidiaries, referred to collectively as "C&A", are mainly engaged in the following activities:
Retail trading:Sale of goods in brick-and-mortar stores and online. The portfolio includes apparel, footwear, accessories, watches, jewelry, cosmetics, among others.
Intermediation of credit granted to finance purchases.
Issuance of credit cards (private label) and granting of personal loans.
Intermediation in brokering and promoting the distribution of insurance, saving bonds, and related products offered by insurers and other third-parties offering such products.
Proprietary payment institution activities, which involves processing financial transactions and related services.
C&A sells its goods in 340 stores (332 stores on December 31, 2024), and e-commerce supplied by 3 distribution centers in the states of São Paulo, Rio de Janeiro, and Santa Catarina, as well as one logistics operation.
The non-financial data included in these parent company and consolidated financial statements, such as the number of stores and distribution centers, among others, have not been subject to audit or review by our independent auditors.
-
Transactions and significant events
-
Sale of the rights to the Bradescard branded card portfolio
On June 23, 2025, the Company signed the Transaction and Termination Agreement of the Partnership Agreement with Banco Bradesco S.A. and Banco Bradescard S.A., through which it terminated the partnership maintained between the parties since 2009. Under the terms of this document, the Company sold the rights related to the Bradescard card portfolio for the amount of R$ 170,000. This amount was recorded as other operating revenues, net of taxes.
On the same date, the Company settled the amounts owed to Banco Bradesco S.A., relating to the repurchase of the rights to offer financial products and services to its clients, which were operated exclusively by Banco Bradesco S.A. and Banco Bradescard S.A. The amount of R$ 650,648 was recorded in the suppliers' account and the original due date was July 31, 2025 (Note 17.2).
-
Tax reform
The Company has been monitoring the discussions and the evolution of the approved Tax Reform, which brings significant changes to the consumption tax system in Brazil. However, considering that, as of the present date, the sub-constitutional regulation has not yet been completed, as well as the transition periods provided for the implementation of the new model, the Management assessed that there are no measurable impacts or that require specific recognition or disclosure in the financial statements ended December 31, 2025. The potential accounting, financial, and operational impacts resulting from the Tax Reform can only be adequately assessed upon the completion of the regulatory process and the final definition of the applicable rules, including rates, credit regimes, and other operational aspects.
The Company will continue to monitor the evolution of the issue and will assess any effects on the financial statements of future periods when there are sufficient elements for such remeasurement.
-
Effects from Complementary Law 224/2025
Complementary Law 224/2025, published on December 26, 2025, enacted a reform in the federal tax incentive policy, covering various economic sectors. The regulation introduced a linear reduction of tax benefits and reinforced criteria for governance, timeliness, and evaluation for the granting and maintenance of incentives. Additionally, the legislation increased the rates of the Social Contribution on Net Profit (CSLL) applicable to fintechs, financial institutions, and other entities equipped with them, effective from April 01, 2026.
In the case of Direct Credit Companies (SCDs), Complementary Law 224/2025 established an increase in the CSLL rate, in a staggered manner, as follows:
12% in the period 04/01/2026−12/31/2027;
15% as of 01/01/2028.
Despite the increase in the CSLL, no significant impact is expected for the Company, since SCD C&A Pay does not generate significant income, making the estimated tax effect minimally material in the income (loss).
-
Sale of the rights to the Bradescard branded card portfolio
-
Basis for preparation and presentation of financial statements
C&A's parent company and consolidated financial statements for the years ended December 31, 2025, and 2024 were prepared in accordance with accounting practices adopted in Brazil, which comprise accounting pronouncements, guidelines, and interpretations issued by the Accounting Pronouncements Committee ("CPC"), approved by the Federal Accounting Council ("CFC") and the Brazilian Securities and Exchange Commission ("CVM"), which are in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board -IASB.
All relevant information specific to the parent company and consolidated financial statements, and only such information, is being evidenced, and which corresponds to the information used by the Management in C&A's activities' management, as Technical Guidance OCPC 07.
The issue of parent company and consolidated financial statements for the year ended December 31, 2025 was authorized by the Board of Directors on February 24, 2026.
-
Measurement basis and going concern assumption
The parent company and consolidated financial statements have been prepared based on the historical cost, except for certain financial instruments measured at fair value, and based on the going concern assumption of the operations of the consolidated companies.
Management assessed the ability of the Company and its subsidiaries to continue as a going concern and believes that they have the necessary resources to allow the going concern of its business for the future. Additionally, Management is not aware of any material uncertainty that may generate significant doubts about its ability to continue operating. Thus, the parent company and consolidated financial statements were prepared based on the going concern assumption.
-
Functional and presentation currency
The parent company and consolidated financial statements are being presented in thousands of reais, functional and presentation currency of the Company and its subsidiaries. Transactions in foreign currency are initially recorded at the exchange rate of the functional currency in force on the date of transaction. Monetary assets and liabilities denominated in foreign currency are translated into the foreign exchange rate of the functional currency in force on the date of statement of financial position. All differences are reported in the statement of profit or loss.
-
Consolidation basis
The consolidated financial statements include the operations of the Company, its subsidiaries, and the FIDC C&A Pay investment fund, considering that C&A Modas is the sole holder of the shares and is exposed to the risks and rewards of the fund.
The fiscal year of the subsidiaries is the same as that of the parent company, and accounting practices are applied uniformly. All transactions are fully eliminated in the consolidation.
Direct subsidiaries
-
Measurement basis and going concern assumption
Indirect subsidiaries
Investment fund
Interest
Orion
C&A Pay Holding
C&A Pay SCD
C&A Pay FIDC
2025
99.99% 99.99% 99.99% 100.00%
2024
99.99% 99.99% 99.99% 100.00%
-
Statement of value added - SVA
The presentation of the Statement of Value Added (SVA), parent company and consolidated, is required by the Brazilian Accounting Standard NBC TG 09 - Statement of Value Added - applicable to publicly-held companies. The IFRS do not require the presentation of this statement. Accordingly,
in conformity with IFRS, this statement is presented as supplementary information, without prejudice to financial statements as a whole. The purpose of the SVSA is to disclose the wealth generated by C&A during the year, and well demonstrating how it was distributed among the various agents.
-
Significant judgments, estimates and assumptions
The preparation of Company's parent company and consolidated financial statements requires Management to make judgments, use estimates and adopt assumptions that affect the amounts presented for revenues, expenses, assets and liabilities, including the disclosure of contingent liabilities assumed. However, uncertainty relating to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the book value of certain assets and liabilities in future years. The accounting practices that require the highest level of judgment and complexity, as well as those for which estimates and assumptions are significant, are:
determination of useful life of property, plant and equipment and intangible assets;
analysis of recovery of values of property, plant and equipment and intangible assets;
estimated credit losses;
estimated losses in inventories;
realization of income and social contribution taxes;
rates and terms applied in determining the present value adjustment of assets and liabilities;
provision for tax, civil and labor risks;
determination of fair value of derivative financial instruments;
provision for restoring stores to their original condition;
short - and long-term incentives - estimate of target achievement and pricing based on mathematical models;
determination of the incremental interest rates and term of the leases to be used for accounting the cash flows of lease liabilities.
-
Statement of value added - SVA
-
Accounting policies
The accounting policies adopted in the preparation of these parent company and consolidated financial statements, parent company and consolidated, are presented in the respective notes.
-
New or reviewed pronouncements applied for the first time in 2025
Management assessed the standards, guidelines, and accounting pronouncements that came into effect for the first time starting from the current period beginning on January 1, 2025, and concluded that they do not have a significant impact on the financial statements.
-
Amendments to CPC 18 (R3) - Investment in Affiliates and Joint Venture and ICPC 09 - Parent Company, Separate and Consolidated Financial Statements
In September 2024, the CPC issued amendments to CPC 18 (R3) and ICPC 09 (R3), aligning Brazilian standards with IASB standards, aiming to ensure consistency and transparency in accounting
practices, as well as aligning Brazilian standards with the best international practices. This standard had no impact on our statements, since we were already applying this methodology.
-
Amendments to CPC 02 (R2) -The Effects of Changes in Foreign Exchange Rates and CPC 37 (R1) - First-Time Adoption of International Accounting Standards
The Brazilian Securities and Exchange Commission (CVM) issued the Review of Technical Pronouncement 27, which presents amendments to CPC 02 (R2) and CPC 37 (R1), specifying the assessment of currency convertibility, determination of the spot rate, and related disclosures. There was no impact on our statements.
- Amendment OCPC 10 - Carbon Credits (tCO2e), Emission Allowances, and Decarbonization Credits (CBIO)
CVM Resolution 223 makes it mandatory for publicly-held companies to follow OCPC 10, which directs the accounting treatment of carbon credits (tCO2e), emission allowances, and decarbonization credits (CBIO) for entities operating in the Brazilian capital market, aiming to ensure the consistency of financial statements and allow their connection with the sustainability financial report approved by CVM Resolution 193/23.
The Resolution became effective as of January 1, 2025, and there were no impacts on the Company's disclosures.
-
Amendments to CPC 18 (R3) - Investment in Affiliates and Joint Venture and ICPC 09 - Parent Company, Separate and Consolidated Financial Statements
-
New pronouncements, but not yet effective
-
CBPS 1/ IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information
The standard aims to require entities to disclose information on risks and opportunities related to sustainability, aiming to provide relevant data to the main users of general purpose financial reports, supporting decision-making regarding the provision of resources to the entity.
-
CBPS 2 / IFRS S2 - Climate-related disclosures
This standard aims to establish requirements for the identification, measurement, and disclosure of information regarding climate-related risks and opportunities. This information should be useful to the main users of general purpose financial reports, helping them to make decisions about providing resources to the entity.
The Company is preparing for the early compliance with the disclosure of information related to CBPS 1 and CPBS 2 standards, with publication in 2026.
- Standard IFRS 18 - Presentation and Disclosure of Financial Statements
The standard aims to enhance the presentation of financial statements, with special emphasis on the statement of profit or loss, by requiring the classification of revenues and expenses into the following categories: operating activities, investing, financing, income taxes, and discontinued operations.
Furthermore, the standard requires the disclosure, through Notes, of performance measures defined by management - subtotals of revenues and expenses that are not specified in the draft or in other pronouncements, interpretations, or guidelines issued by the CPC - but that are used in public communications to express management's perspective on certain aspects of the entity's financial performance.
The standard also introduces new principles for the aggregation and disaggregation of information, both in the presentation of the financial statements and in the respective notes.
Standard will become effective on January 1, 2027. The Company is assessing the requirements and preparing for the implementation of this change.
There are no IFRS standards or IFRIC interpretations that are not yet in effect that could have a significant impact on the financial statements of the Company or its subsidiaries.
-
CBPS 1/ IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information
-
New or reviewed pronouncements applied for the first time in 2025
-
Financial instruments and risk management
-
Financial instruments - Accounting policy
A financial instrument is an agreement that gives rise to a financial asset for one entity and a financial liability or equity instrument of another entity. Essentially, they are financial instruments that confer a right or an obligation, such as stocks, debt securities, derivatives, among others.
-
Classification of financial instruments
The classification depends on the characteristics of the contractual cash flows and on the business model for the management of these financial instruments. At C&A, they are classified as:
Amortized cost
Financial assets at amortized cost include: cash and cash equivalents, accounts receivable, judicial deposits and related parties. Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment.
Financial liabilities are initially recognized at fair value, and in the case of loans and financings, include directly related transaction costs. The subsequent measurement depends on its classification. In the case of suppliers, loans, accounts payable with related parties, and leases payable are classified as financial liabilities at amortized cost using the effective interest rate method.
Fair value through profit or loss
Include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held-for-trading if they are acquired with the purpose of sale in the short term. This category includes investments in securities held for trading and swap operations aimed at protecting loans in foreign currency.
Fair value through other comprehensive income
Financial assets and liabilities classified in this category are derivative transactions to which hedge accounting applies. It also includes investments in government securities held as available for sale or for receiving contractual interest. C&A adopts hedge accounting and assigns futures contracts (NDF) as cash flow hedges. The fair values of derivative financial instruments are determined based on the exchange rate and interest rate curve.
-
Categories of financial instruments and their values
The accounting balances of financial assets and liabilities and the measurement criteria are presented according to the following categories:
Level 1 - Traded prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - different inputs of the prices negotiated in active markets included at Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)
Level 3 - inputs for the asset or liability that are not based on observable market variables (unobservable inputs).
-
Financial instruments and fair value
The fair value of the C&A's financial assets and liabilities was assessed at December 31, 2025 and 2024, using the hierarchy in the level 2 category, which corresponds to significant observable input.
C&A does not have financial instruments measured at fair value classified in Level 3 of the fair value hierarchy. Thus, no additional disclosures related to this level are presented, as there are no use of unobservable inputs in the measurement of its financial instruments.
The derivative financial instruments designated in hedging operations are initially recognized at fair value on the date on which the derivative contract is signed, and are subsequently restated also at fair value.
The effective portion of the gain or loss on the hedging instrument is initially recorded directly in shareholders' equity or other comprehensive income, while any ineffective portion is recognized in financial income (loss).
Parent Company Consolidated
2025 2024 2025 2024
Note Level Fair
Book
Fair
Book
Fair
Book
Fair
Book
value balance
value balance
value
balance
value balance
Financial assets Amortized cost
Cash and cash
equivalents
5
-
748,512
748,512
1,262,270 1,262,270
774,521
774,521
1,403,225
1,403,225
Accounts receivable
7
Level 2
962,127
962,127
1,076,795 1,076,795
1,753,283
1,753,283
1,862,821
1,862,821
Judicial deposits
20 Level 2 91,358 91,358
144,935 144,935
91,360
91,360
144,940 144,940
Subtotal
1,801,997 1,801,997
2,484,000 2,484,000
2,619,164
2,619,164
3,410,986 3,410,986
Fair value through
profit or loss
Trading securities
6
Level 1
-
-
-
-
76,159
76,159
10,374
10,374
FIDC C&A Pay
7
Level 2
757,850
757,850
854,604
854,604
-
-
-
-
Derivatives
-
Level 2
-
-
6,551 6,551
-
-
6,551 6,551
Subtotal
757,850 757,850
861,155 861,155
76,159
76,159
16,925 16,925
Fair value through other comprehensive
income
Financial investments
6
Level 1
-
-
- -
192,695
192,695
158,936 158,936
Derivatives
-
Level 2
2,552
2,552
18,255 18,255
2,552
2,552
18,255 18,255
Subtotal
2,552 2,552
18,255 18,255
195,247
195,247
177,191 177,191
Total assets
2,562,399 2,562,399
3,363,410 3,363,410
2,890,570
2,890,570
3,605,102 3,605,102
Parent Company Consolidated
2025 2024 2025 2024
Note Level Fair
Book
Fair value Book
Fair value Book
Fair value Book
value balance
balance
balance
balance
Financial liabilities
Amortized cost
Lease
15
Level 2
(1,780,243) (1,780,243)
(1,826,876) (1,826,876)
(1,780,243)
(1,780,243)
(1,826,876) (1,826,876)
Suppliers
Loans and
16
Level 2
(1,739,341) (1,739,341)
(2,227,618) (2,227,618)
(1,746,037)
(1,746,037)
(2,239,504) (2,239,504)
debentures
17 Level 2 (918,802) (960,472)
(1,495,693) (1,498,013)
(918,802) (960,472)
(1,495,693) (1,498,013)
Subtotal
(4,438,386) (4,480,056)
(5,550,187) (5,552,507)
(4,445,082) (4,486,752)
(5,562,073) (5,564,393)
Fair value through other comprehensive
income
Derivatives
-
Level 2
(1,760)
(1,760)
(319) (319)
(1,760) (1,760)
(319) (319)
Subtotal
(1,760) (1,760)
(319) (319)
(1,760) (1,760)
(319) (319)
Total liabilities
(4,440,146) (4,481,816)
(5,550,506) (5,552,826)
(4,446,842) (4,488,512)
(5,562,392) (5,564,712)
-
Classification of financial instruments
-
Financial risk management
Due to its activities, C&A is exposed to certain financial risks, among which the following stand out:
market, including foreign exchange and interest rate risk;
credit and;
liquidity.
These risks are assessed and managed continuously and systematically, in accordance with the limits, guidelines, and procedures established in the Company's financial policies, with the aim of mitigating any adverse impacts on its financial position, cash flow, and income (loss).
Hedge instruments are contracted exclusively to protect cash flow against mismatches.
The Treasury department is responsible for identifying, assessing, and seeking protection against potential financial risks. The Management approves the financial policies that establish the principles and standards for global risk management, the areas involved in these activities, the use of derivative and non-derivative financial instruments, and the allocation of surplus cash and currency;
-
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will float due to changes in market prices. Market prices comprise three types of risk: interest rate risk, exchange risk, and price risk, that may be from commodities, shares, among others. Financial instruments affected by market risk include loans and financing, cash equivalents and other financial assets, investments in debt and equity instruments, and financial derivatives.
-
Interest rate risk
C&A is exposed to the risk of changes in interest rates, which may impact the return on its short-term assets and its financial liabilities indexed to the CDI.
C&A seeks to keep the interest rate indexers of its assets and liabilities the same, in order to reduce the impact of the risk of changes in the interest rate. Today, 100% of operations are in the credit and capital markets, predominantly in fixed-income instruments indexed to the CDI.
The Management continuously analyzes exposure to interest rates, comparing contracted rates to those currently in the market and simulating refinancing scenarios and calculating the impact on income (loss).
Tests were conducted considering scenarios for the next disclosure with the aim of demonstrating the effect of the fluctuation of this indexer on the income (loss). The interest rates for the probable scenario were obtained from the reference rates on the B3 website on December 31, 2025 (annualized CDI 13.81%).
Parent Company Increase in interest Decrease in interestRisk Balance in 2025
Rate Probable
scenario Possible Remote Possible Remote scenario scenario scenario - scenario - +25% +50% 25% 50%contribution (54,377) Consolidated RateFinancial investments
Loans and
CDI decr.
CDI
703,492
CDB (i)
93,440
116,800
140,160
70,080
46,720
debentures increase (960,472) CDB (i) (147,817)
Net exposure/effect in income
(loss) before income tax/social (256,980)
(184,771) (221,725)
(67,971) (81,565)
(110,862) (73,908)
(40,782) (27,188)
Effect on net income (loss) of IR/CS (35,889)
(44,861) (53,833)
(26,916) (17,944)
Increase in interest Decrease in interest
Risk Balance in 2025 Probable scenario Possible Remote Possible Remote scenario scenario scenario - scenario - +25% +50% 25% 50%Financial investments
CDI decr. 994,548
CDB (i)
131,624
164,530
197,436
98,718
65,812
Loans and
debentures
CDI (960,472)
CDB (i)
(147,817)
(184,771)
(221,726)
(110,863)
(73,908)
increase Net exposure/effect in income (loss) before income tax/social
34,076 (16,193) (20,241) (24,290) (12,145) (8,096)contribution
Effect on net income (loss) of IR/CS (10,687) (13,359) (16,031) (8,016) (5,343)Finance income is shown net of PIS and COFINS (4.65%), and it is considered an average earning of 100.84% of the CDI (2024: 100.23%) for the parent company and 100.51% (2024: 100.10%) of CDI in consolidated. For loans and debentures, 111.46% of the CDI is considered (2024: 117.19%).
-
Foreign exchange risk
Exchange rate risk exists in future commercial operations generated mainly by imports of goods and loans contracted abroad denominated in US dollars. Foreign exchange risk management guidelines are defined by the C&A's Board of Directors and subsequently submitted for analysis and appraisal by the Audit, Risks and Finance Committee.
Import of goods: C&A hedges the outstanding balance of its imports against exchange-rate changes by contracting Non-Deliverable Forwards (NDFs) for highly probable budgeted purchases. Contracting based on the FOB value of the goods limits exchange rate exposure and its effect on price composition. When purchases are nationalized, taxes are levied that do not belong to the hedge object defined in the NDF contract.In the table below, we highlight the exposure to exchange-rate change related to orders issued not covered by the hedging instrument and non-recoverable taxes on the clearance of goods for
which C&A is not protected. C&A is sensitive to any changes in the 25% to 50% level, indicating a deterioration in C&A's financial situation as a result of an increase in the dollar exchange rate.
The dollar exchange rate used in the sensitivity analysis was taken from the FOCUS report released by Bacen on December 31, 2025. The estimation of the scenarios was adopted according to CVM Instruction 475/08.
Risk Risk Notional - USD Probable Possible +25% Remote + 50% R$ 5.50 Hedged object (Pay)Receive USD1 = USD1 = R$ 6.88 USD1 = R$ 8.25Hedge instrumentPurchase orders for imported goods
and imports in progress
USD incr.
(83,274)
200
(114,719)
(228,806)
Payment for imported goods
USD incr.
(23,814)
57
(32,805)
(65,430)
NDF USD decr
54,507 (130) 75,089 149,764
.
Net exposure of import orders
(52,581)
127
(72,435)
(144,472)
Non-recoverable taxes - 36% (a)
(29,979)
72
(41,299)
(82,370)
Total net exposure
(82,560)
199
(113,734)
(226,842)
Effect on net income (loss) of IR/CS
(54,490)
131
(75,064)
(149,716)
USD on 12/31/2025 = R$ 5.5024
(a) The percentage of 36% of non-recoverable taxes on the NDFs was determined based on the import tax percentages (35%, on average) and the non-recoverable percentage of COFINS on imports (1%).
Derivative financial instruments - Designated to hedge accountingC&A uses derivative financial instruments to minimize the risks arising from exposure to foreign currency. It enters into hedge operations to protect itself against the currency risk arising from import orders not yet paid; and for this reason, it designates them as cash flow hedge.
The effective and unsettled portion of the change in the fair value of designated derivatives and qualified as cash flow hedge is recognized in shareholders' equity as equity valuation adjustments in other comprehensive income. This installment is realized when the risk for which the derivative was contracted is eliminated. This happens in two stages: in the nationalization of the goods and in the settlement of financial instruments. At these times, previously deferred gains and losses in shareholders' equity are transferred and included in the initial asset cost measurement and in financial income (loss), respectively.
2025Contract Contracted rates Maturity Reference value Fair value
(notional) - USD
Assets
Liabilities
Assets
Liabilities
NDF
US$
R$
01/2026
10,451
322
(898)
NDF
US$
R$
02/2026
8,673
489
(520)
NDF
US$
R$
03/2026
10,401
558
(284)
NDF
US$
R$
04/2026
10,436
339
-
NDF
US$
R$
05/2026
10,303
636
(51)
NDF
US$
R$
06/2026
4,243
208
(7)
Total NDF
54,507
2,552
(1,760)
2024
Contract Contracted rates Maturity Reference value Fair value
(notional) - USD
Assets
Liabilities
Assets
Liabilities
NDF
US$
R$
01/2025
10,217
5,460
-
NDF
US$
R$
02/2025
6,668
3,447
-
NDF
US$
R$
03/2025
7,436
4,766
-
NDF
US$
R$
04/2025
8,504
2,315
(137)
NDF
US$
R$
05/2025
4,228
1,795
(52)
NDF
US$
R$
06/2025
3,150
472
(129)
Total NDF
40,203
18,255
(319)
-
Interest rate risk
-
Credit risk
- Cash and cash equivalents: According to the C&A's policy, cash and cash equivalents should be invested in financial institutions classified as low credit risk.
- Receivables: C&A has its own card called C&A Pay, which is operated by the subsidiary SCD - C&A Pay. SCD assigns the receivables to FIDC - C&A Pay, whose sole shareholder is C&A Modas (see Note 7).
The expected losses from C&A Pay operations are determined by C&A based on internal studies for the remeasurement of loss percentages according to the stages and the time of delay, considering the probability and exposure to default and actual loss for each delay range.
These estimates and methodologies may be revised to adjust the loss estimate levels to reflect changes in the macroeconomic scenario and/or changes in the profile of customers.
The credit risk of C&A's other operations is minimized as the assets represented by receivables from the sale of goods and services are intermediated by credit card companies and the risk is entirely theirs.
Management believes that the estimates used in the provision for expected losses are sufficient to cover possible credit losses in the customer portfolio.
- Liquidity risk
-
Financial instruments - Accounting policy
Based on the operation's cash cycle, Management has approved a minimum cash policy to:
Take precautions in times of uncertainty;
Ensure the execution of the investment and expansion strategy; and
Observe the maintenance of the dividend distribution policy.
Management continuously monitors the forecasts of the C&A's liquidity requirements to ensure there is enough cash to meet operational needs, investment plans, and financial obligations.
C&A invests excess cash in financial assets with floating interest rates and daily liquidity (CDBs from financial institutions, repurchase agreements and private credit investment funds that comply with the investment policy approved by Management).
The chart below summarizes the C&A's consolidated financial liabilities maturity profile:
December 31, 2025 B | ook value | Contracted value | ≤1 year | 1−2 years | 2−5 years | >5 years | ||
Lease | (1,780,243) | (2,456,485) | (547,966) | (453,815) | (952,318) | (502,386) | ||
Loans | (960,472) | (1,222,473) | (230,340) | (622,641) | (369,492) | - | ||
Suppliers | (1,324,832) | (1,324,832) | (1,324,832) | - | - | - | ||
Drawee risk obligations | (421,205) | (421,205) | (421,205) | - | - | - | ||
Total | (4,486,752) | (5,424,995) | (2,524,343) | 1,076,456) | (1,321,810) | (502,386) | ||
4.3. Capital management |
The aim of C&A's capital management is to ensure that it maintains a financing structure for its operations.
C&A manages its capital structure by adjusting it to the current economic conditions. To maintain this structure adjusted, C&A may make dividend payments and raise loans.
There was no change in the objectives, policies or processes of capital structure in the year ended December 31, 2025.
Parent Company ConsolidatedNet Debt without Lease Liabilities | 2025 | 2024 | 2025 | 2024 | |
Short and long-term loans and debentures | 960,472 | 1,498,013 | 960,472 | 1,498,013 | |
Cash and cash equivalents | (748,512) | (1,262,270) | (774,521) | (1,403,225) | |
Financial investments | - | (268,854) | (169,310) | ||
Net debt (cash) | 211,960 235,743 | (82,903) | (74,522) | ||
Non-controlling interest | - - | 2 | 4 | ||
Total shareholders' equity | 3,707,054 3,308,484 | 3,707,056 | 3,308,488 | ||
Leverage ratio | 6% 7% | -2% | -2% | ||
