Rumo S.A.
Financial statements December 31, 2024
Rumo S.A.
Financial statements
December 31, 2024
Contents
Independent auditors' report in the individual and | |
consolidated financial statements | 3 |
Balance sheets | 9 |
Statements of income | 11 |
Statements of comprehensive income | 12 |
Statements of changes in equity | 13 |
Statements of cash flows | 15 |
Statements of value added | 17 |
Notes to financial statements | 18 |
Tel.: + 55 11 3848 5880 | Rua Major Quedinho, 90 |
Fax: + 55 11 3045 7363 | Consolação - São Paulo, SP |
www.bdo.com.br | Brazil 01050-030 |
INDEPENDENT AUDITOR'S REPORT ON THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS
To the
Shareholders, Board Members and Management of
Rumo S.A.
São Paulo - SP
Opinion
We have audited the individual and consolidated financial statements of Rumo S.A. ("Company"), identified as parent company and consolidated, respectively, which comprise the statement of financial position as at December 31, 2024, and the respective statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding notes to the financial statements, including material accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the Company's individual and consolidated financial position as at December 31, 2024, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with Brazilian accounting practices and International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB).
Basis for opinion
We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Individual and Consolidated Financial Statements" section of our report. We are independent of the Company and its controlled companies in accordance with the relevant ethical principles established in the Code of Ethics for Professional Accountants and in the professional standards issued by the Brazilian Federal Council of Accounting (CFC), and we have fulfilled our other ethical responsibilities in accordance with these standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. 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, accordingly, we do not provide a separate opinion on these matters.
BDO RCS Auditores Independentes SS Ltda. is a Brazilian limited liability company, member of BDO International Limited, a UK company limited by guarantee, and is part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each BDO member firm.
3
Assessment of assets recoverability of controlled company Rumo Malha Sul S.A.
As disclosed in Note 4.11 to the individual and
consolidated financial statements, the operations of Rumo Malha Sul S.A. ("controlled company") were significantly affected by severe weather conditions. The balance of the controlled company's cash generating unit is R$ 633,943 thousand as at December 31, 2024, after deduction of R$ 2,967,202 thousand, calculated as unrecoverable value at the value in use, by applying the cash flow method discounted for extended projection up to the concession maturity date, in February 2027.
Significant judgment is made by Management to estimate the volume of sales, price and costs to return assets, in compliance with the concession agreement requirements.
Due to the aspects mentioned and the materiality of amounts involved, we consider this a key audit matter.
Audit response
Our audit procedures included, among others:
- Meeting with Management to understand and validate concepts based on CPC 01 (R1) - Impairment;
-
Meeting with Projects area representatives to
understand budget and significant assumptions used; - Inclusion of corporate finance specialists to validate the discount rate;
- Mathematical recalculation of model and review of relevant assumptions;
- Review of the disclosures made in the financial statements.
Based on procedures carried out, we considered acceptable the assumptions used in the impairment test of the cash generating unit, and disclosures appropriate in the context of the financial statements taken as a whole.
4
Provision for legal claims
As disclosed in Note 5.15 to the individual and consolidated financial statements, the Group has recorded a provision for contingency of R$ 1,098,418 thousand as at December 31, 2024, in the consolidated financial statements.
The amount of possible losses, judged by Management and its legal advisors as less likely that an unfavorable outcome for the Group will occur, disclosed in the aforementioned note, is R$ 8,963,319 thousand as at December 31, 2024, calculated for the consolidated financial information.
Due to the significance of the amounts involved in contingencies, the increased number of court claims the Company is party to and the complexity of the judgments made by Management in the process of measuring those contingencies, we consider this a key audit matter.
Audit response
Our audit procedures included, among others:
- Meetings with the Group's legal department;
- Understanding of internal processes to identify situations in which the Group is a party mentioned in administrative or judicial areas, in order to ensure that the information used by the Company is complete;
- Understanding of internal controls related to process management;
- Involvement of tax experts in the evaluation of tax discussions;
- Reading of legal opinions issued by external legal advisors, hired by Management;
- Measurement of provision for contingency based on the responses received from external legal advisors containing the current stage and likelihood of loss on each proceeding;
- Analysis of reasonableness of the assumptions used, by sampling, in the measurement of proceedings with the likelihood of loss considered possible or remote;
- Analysis of the main additions and reversals of proceedings in the breakdown of balances of provision for contingencies, verifying the reasonableness of assumptions used;
- Analysis of contingency payments and understanding of the expectation previously defined for the conclusion of the proceeding in previous periods;
- Recalculation of monetary adjustment
- Review of the disclosures made in the financial statements.
Based on the procedures applied, we considered acceptable the assumptions used by Management to measure the provisions for contingencies and their disclosure in the context of the financial statements taken as a whole.
5
Other matters
Statements of Value Added
The individual and consolidated statements of value added for the year ended December 31, 2024, prepared under the responsibility of the Company's Management and presented as supplementary information for IFRS purposes, were submitted to the same audit procedures followed for the audit of the Company's financial statements. In order to form an opinion, we have checked whether these statements are reconciled with the financial statements and accounting records as applicable, and whether their form and contents meet the criteria established in Technical Pronouncement CPC/NBCTG 09 - Statement of Value Added. In our opinion, the statements of value added were properly prepared, in all material respects, in accordance with the criteria established in that Technical Pronouncement and are consistent with the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and auditor's report
The Company's Management is responsible for the other information that 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 audit 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 the 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 this Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with Brazilian accounting practices and the IFRS issued by IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its controlled companies 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 its controlled companies' financial reporting process.
6
Auditor's responsibilities for the audit of the individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with Brazilian standards and ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;
- Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and its controlled companies' internal controls;
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and disclosures made by Management;
-
Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and its controlled companies' ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company and its controlled companies to cease to continue as a going concern; - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the 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 controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and that we have informed them of all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
7
Of the matters communicated to those charged with governance, we determine those that were of most significance for the audit of the financial statements for the current year and which 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.
The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.
São Paulo, February 20, 2025.
BDO RCS Auditores Independentes SS Ltda.
CRC 2 SP 013846/O-1
Ricardo Vieira Rocha
Accountant CRC 1 BA 026357/O-2 - S - SP
8
Balance sheets | |||||
(In thousands of Brazilian Reais - R$) | |||||
Parent Company | Consolidated | ||||
Note | December | December | December | December | |
31, 2024 | 31, 2023 | 31, 2024 | 31, 2023 | ||
Assets | |||||
Cash and cash equivalents | 5.2 | 2,403,629 | 3,114,042 | 7,461,618 | 7,233,993 |
Marketable securities | 5.3 | 95,912 | 228,496 | 812,795 | 1,396,107 |
Trade receivables | 5.4 | 32,412 | 41,958 | 568,577 | 538,457 |
Derivative financial instruments | 5.8 | - | - | 706,550 | 26,252 |
Inventories | 5.10 | 1,556 | 1,502 | 282,580 | 215,605 |
Receivables from related parties | 4.1 | 76,002 | 120,761 | 102,665 | 58,597 |
Income tax and social contribution | - | 13,330 | 117,416 | 156,640 | |
recoverable | |||||
Other recoverable taxes | 5.9 | 132,856 | 30,254 | 548,807 | 356,698 |
Dividends and interest on own capital | 567,867 | 260,653 | 17 | - | |
receivable | |||||
Other assets | 80,297 | 35,651 | 210,742 | 269,481 | |
Assets held for sale | 4.9 | 60,792 | - | 60,792 | - |
Current | 3,451,323 | 3,846,647 | 10,872,559 | 10,251,830 | |
Trade receivables | 5.4 | - | - | 14,772 | 17,840 |
Restricted cash | 5.3 | 84 | 78 | 117,885 | 109,671 |
Income tax and social contribution | 193,719 | 147,449 | 216,614 | 342,117 | |
recoverable | |||||
Deferred income tax and social | 5.14 | - | - | 1,709,521 | 1,869,877 |
contribution | |||||
Receivables from related parties | 4.1 | 51,941 | 3,326 | 21,452 | 36,929 |
Other recoverable taxes | 5.9 | - | - | 977,285 | 838,072 |
Judicial deposits | 5.15 | 66,926 | 65,234 | 301,726 | 271,666 |
Derivative financial instruments | 5.8 | 650,868 | 912,643 | 941,427 | 1,535,241 |
Other assets | 16,887 | 10,647 | 76,661 | 60,043 | |
Investments in subsidiaries, jointly | 5.11 | 19,768,695 | 20,649,761 | 321,985 | 360,867 |
controlled companies and associates | |||||
Property, plant and equipment | 5.12.1 | 2,314,044 | 506,390 | 20,435,467 | 19,176,386 |
Intangible assets | 5.12.2 | 194,209 | 235,697 | 6,545,890 | 6,664,143 |
Right-of-use | 5.12.3 | 31,522 | 40,987 | 8,039,779 | 7,703,754 |
Non-current | 23,288,895 | 22,572,212 | 39,720,464 | 38,986,606 | |
Total assets | 26,740,218 | 26,418,859 | 50,593,023 | 49,238,436 |
The accompanying notes are an integral part of these financial statements.
9
Balance sheets (In thousands of Brazilian Reais - R$)
Parent Company | |||
Note | December | December | |
31, 2024 | 31, 2023 | ||
Liabilities | |||
Loans, financing and debentures | 5.5 | 46,912 | 110,723 |
Lease liabilities | 5.6 | 11,368 | 11,812 |
Derivative financial instruments | 5.8 | 515,583 | 327,250 |
Trade payables | 5.7 | 489,845 | 119,653 |
Salaries payable | 19,092 | 12,574 | |
Current income and social contribution | 7,461 | 4,285 | |
taxes | |||
Other taxes payable | 5.13 | 27,648 | 24,390 |
Dividends and interest on own capital | 5,440 | 176,258 | |
payable | |||
Installment Leases and concessions | 5.16 | - | - |
under litigation | |||
Payables to related parties | 4.1 | 38,807 | 146,099 |
Deferred income | - | - | |
Other financial liabilities | 5.1 | 25,970 | 8,584 |
Other payables | 79,460 | 194,291 | |
Current | 1,267,586 | 1,135,919 | |
Loans, financing and debentures | 5.5 | 6,730,332 | 6,917,100 |
Lease liabilities | 5.6 | 25,933 | 33,307 |
Trade payables | 5.7 | - | - |
Derivative financial instruments | 5.8 | 53,639 | - |
Other taxes payable | 5.13 | - | - |
Provision for judicial demands | 5.15 | 148,541 | 105,029 |
Installment Leases and concessions | 5.16 | - | - |
under litigation | |||
Provision for capital deficiency | 5.11 | 3,507,571 | 2,373,532 |
Payables to related parties | 4.1 | 4,733 | 4,733 |
Deferred income tax and social | 5.14 | 265,014 | 168,975 |
contribution | |||
Deferred income | - | - | |
Other payables | 5,625 | 8,912 | |
Non-current | 10,741,388 | 9,611,588 | |
Total liabilities | 12,008,974 | 10,747,507 | |
Equity | 5.17 | ||
Share capital | 12,560,952 | 12,560,952 | |
Treasury shares | (92,220) | (118,577) | |
Reserve | 2,224,225 | 3,191,989 | |
Equity valuation adjustments | 38,287 | 36,988 | |
14,731,244 | 15,671,352 | ||
Equity attributable to: | |||
Owners of the Company | 14,731,244 | 15,671,352 | |
Non-controlling interests | 5.11 | - | - |
Total equity | 14,731,244 | 15,671,352 | |
Total liabilities and equity | 26,740,218 | 26,418,859 |
Consolidated
December | December | |
31, 2024 | 31, 2023 | |
1,241,113 1,356,905
658,203 509,421
1,362,291 821,700
1,777,918 887,745
376,475 318,550
49,477 23,446
84,132 77,989
11,314 180,337
166,273 250,971
366,186 269,997
2,540 2,564
338,759 342,276
234,121 435,636
6,668,802 5,477,537
17,882,10517,607,936
3,373,987 2,897,422
- 197,186
555,913 650,095
1321
1,098,418 767,468
3,554,917 | 3,314,402 | ||||
- | - | ||||
- | - | ||||
2,477,267 | 2,393,393 | ||||
16,589 | 19,129 | ||||
29,857 | 42,792 | ||||
28,989,066 | 27,889,844 | ||||
35,657,868 | 33,367,381 | ||||
12,560,952 | 12,560,952 | ||||
(92,220) | (118,577) | ||||
2,224,225 | 3,191,989 | ||||
38,287 | 36,988 | ||||
14,731,244 | 15,671,352 | ||||
14,731,244 | 15,671,352 | ||||
203,911 | 199,703 | ||||
14,935,155 | 15,871,055 | ||||
50,593,023 | 49,238,436 | ||||
The accompanying notes are an integral part of these financial statements.
10