Docusign Envelope ID: 2A229894-0815-458E-9D6A-C7805A393222
Rumo SA Financial statements as of December 31, 2025Contents
Executive Summary 3
Review report on the individual and consolidated financial statements 15
Statement of financial position 21
Statement of income 23
Statement of comprehensive income 24
Statement of changes in equity 25
Statement of cash flows 27
Statement of value added 29
Explanatory notes to financial statements 30
Opinions and statements 136
RUMO S.A. MANAGEMENT REPORT | DECEMBER 31ST, 2025In compliance with legal and statutory requirements, Rumo S.A. ("Rumo" or the "Company") presents its Management Report and Financial Statements, along with the independent auditor's report, for the fiscal year ended December 31st, 2024, for shareholder review. These financial statements have been prepared in accordance with Brazilian accounting standards and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). A detailed version of the Financial Statements and the earnings report is available on the Company's website: http://ri.rumolog.com.
SUMMARYA Rumo S.A. ("Rumo" or "Company") is the largest independent railway logistics operator in Brazil, listed on the Novo Mercado segment of B3, with a strategic footprint along Brazil's main agricultural export corridor.
The Company operates a long-duration railway asset portfolio consisting of five concessions and one railway authorization, totalling approximately 13,500 kilometres of track. Its network connects the key agricultural producing regions of Brazil's Midwest and South to the ports of Santos, Paranaguá, São Francisco do Sul and Rio Grande. This positioning reinforces Rumo's relevance to the competitiveness of Brazilian logistics and to the transportation of a significant share of Brazil's agricultural exports.
By the end of 2025, the Company operated a fleet of approximately 1,200 locomotives and 33,000 railcars, in addition to 10 strategically located transshipment terminals across its network, serving around 500 municipalities in nine Brazilian states. Complementing its rail infrastructure, Rumo provides integrated logistics solutions, including transshipment operations with storage and product handling, container transportation and participation in port operations.
The Company's activity is directly associated with the structural growth of Brazilian agribusiness, especially in Mato Grosso and Goiás, regions that play a central role in global grain trade.
LETTER FROM THE CEOThe year 2025 consolidated us at a new operational level. We demonstrated the robustness of our railway system, the efficiency of our management, and the strength of a team deeply committed to rail logistics. As a result, we reached 84.2 billion RTK, a new all-time record and 5.4% above the prior year.
We advanced in cargo base diversification, with growth in hardwood pulp, bauxite, and liquid fuels transportation. This movement contributed to higher utilization of installed capacity and demonstrated the operational flexibility of our system. Throughout the year, this flexibility was also tested by the simultaneous transportation of soybeans, corn, and soybean meal, requiring a high level of coordination and adaptability to shifting demand dynamics.
The record grain harvest in the Brazilian Midwest region reinforced the strategic role of rail in the transportation of agricultural commodities. This was not, however, a linear journey. After a three-year cycle of relevant tariff adjustments aimed at capturing the fair value of our services, this season was marked by an atypical commodity commercialization dynamic, which reduced the expected logistics pressure on the system and required commercial repositioning to defend our market share. We reaffirm that our commercial strategy remains clear: to be the most competitive logistics solution in our core markets and to maximize value generation through efficient use of our rail capacity.
We achieved new productivity levels, allowing us to navigate a lower pricing environment with stable margins. On a unit basis, we reduced fixed costs and expenses by 6% nominally. In variable costs, we improved railway energy efficiency by 3%, reflecting the operation of longer and heavier trains, in addition to continuous improvements in infrastructure and processes. We remain committed to operational discipline and the ongoing capture of efficiency gains.
On personal safety, we restructured the team and management model, strengthened governance, and implemented new monitoring tools, resulting in a significant improvement in the accident frequency rate. In railway safety, we faced challenges in the second half associated with specific and non-recurring factors, which were duly investigated and addressed with technical rigor. We remain focused on achieving increasingly higher operational safety standards.
We closed the year with net revenue of BRL 13.8 billion, Adjusted EBITDA of BRL 8.0 billion, and adjusted net income of BRL 2.1 billion. Investments totaled BRL 6.1 billion during the period, with emphasis on the construction of the Ferrovia do Mato Grosso, which reached approximately 80% physical progress by year-end 2025, in addition to capacity upgrades and safety enhancement works in the Malha Paulista and the expansion of rail access capacity to the Port of Santos. Our project portfolio progressed as planned for the period, demonstrating disciplined execution and consistent capital allocation.
We were proactive in managing our indebtedness. We took advantage of favorable market conditions to raise BRL 3.8 billion during the year, extending the average debt maturity and reducing the portfolio's average cost. We also distributed an extraordinary BRL 1.5 billion in dividends to shareholders. At year-end, Rumo maintained balanced financial leverage at 1.9x and a strong liquidity position, with more than BRL 7.5 billion in cash and a well-distributed maturity profile, with no relevant concentrations over the next two years.
I would like to thank all our employees for their dedication and our business partners for their trust, both of which were essential to achieving these results.
In November, following Cosan's primary public equity offerings and the entry of vehicles affiliated with BTG Pactual and Perfin into its respective shareholders' agreement, a restructuring of Rumo's Board of Directors and its advisory committees was implemented. The new composition of the Board and the closer and more frequent engagement of the committees strengthen our corporate governance and reinforce strategic alignment in longterm decision-making.
As we complete 10 years, we begin a new decade even more confident in our ability to grow while generating sustainable value. We will continue to expand capacity, efficiency, safety, and competitiveness, consolidating rail as the leading transport mode serving Brazilian agribusiness.
Pedro PalmaRumo CEO
2025 HIGHLIGHTSTransported volume reached 22.9 billion RTK in 4Q25 and 84.2 billion RTK for the year, representing growth of 15% and 5%, respectively.
Adjusted EBITDA totaled BRL 1,793 million in 4Q25 and BRL 8,021 million in 2025, up 8% and 4%, respectively.
Adjusted net profit amounted to BRL 441 million in 4Q25 and BRL 2,093 million in 2025.
Investments totaled BRL 1,463 million in 4Q25 and BRL 6,112 million in 2025.
Financial leverage closed 2025 at 1.9x Net Debt/Adjusted EBITDA.
On February 20th, 2025, the Company released its estimates for fiscal year 2025 related to Transported Volume, EBITDA, and Capex. The results effectively recorded for the fiscal year were:
Indicator 2025 Actual 2025 Estimate | ||
Transported Volume (RTK bn) | 84.2 | 82 - 86 |
EBITDA (BRL mn) | 8,021 | 8,100 - 8,700 |
Capex (BRL mn) | 6,112 | 5,800 - 6,500 |
EBITDA presented a deviation of less than 1% compared to the lower end of the estimated range. The deviation observed was primarily due to realized prices below Management's expectations, as a result of market conditions experienced throughout the year.
CONSOLIDATED RESULTSummary of financial information 12M25 12M24 Var.% (Values in BRL mln) | |||
Total transported volume (millions RTK) | 84,198 | 79,847 | 5.4% |
Logistics solution volume (millions of TU) | 3,681 | 4,814 | -23.5% |
Net operating revenue | 13,848 | 13,936 | -0.6% |
Cost of goods sold | (7,562) | (7,534) | 0.4% |
Gross profit | 6,286 | 6,403 | -1.8% |
Gross margin (%) | 45.4% | 45.9% | -1 p.p. |
Sales, general and administrative expenses | (696) | (711) | -2.1% |
Other operation revenues (expenses) | 123 | (147) | >100% |
Impairment Rumo Malha Sul | (1,228) | (3,149) | -61.0% |
Equity pick-up | 94 | 33 | >100% |
Operating profit | 4,580 | 2,429 | 88.5% |
Depreciation and amortization | 2,213 | 2,303 | -3.9% |
EBITDA | 6,793 | 4,732 | 43.5% |
EBITDA margin (%) | 49.1% | 34.0% | 15 p.p. |
Non-recurring adjustments¹ | 1,228 | 2,980 | -58.8% |
Adjusted EBITDA | 8,021 | 7,713 | 4.0% |
Adjusted EBITDA margin (%) | 57.9% | 55.0% | 8 p.p. |
Net profit (loss) | 865 | (949) | >100% |
Net margin (%) | 6.2% | -6.8% | 13,1 p.p. |
Non-recurring adjustments¹ | 1,228 | 3,037 | -59.6% |
Adjusted net profit | 2,093 | 2,088 | 0.3% |
Adjusted net margin | 15.1% | 15.0% | 0 p.p. |
Capex | 6,112 | 5,523 | 10.7% |
¹For better comparability, the result was adjusted for non-recurring effects, namely: 2024 - Impairment of the Southern Network, without cash effect R$ 465 million (Q4) | R$ 2,980 million (12M); Price supplement on the sale of Rumo 's 80% stake in terminals T16/T19 R$ 169 million | 2025 - Impairment of the Southern Network, without cash effect R$ 228 million (Q4) | R$ 1,228 million (12M)
2As explained in Note 4.11 to the 2024 financial statements, impairment indicators were identified in Rumo Malha Sul, leading to the performance of recoverability tests and the recognition of an impairment provision related to the non-financial assets of that cash-generating unit. As a result, starting in 2Q24, impairment charges were recognised in the income statement, with no cash impact.
BUSINESS UNITSThe business units are organized as follows:
- Northern Operation: Malha Norte, Malha Paulista, Malha Central e Malha Oeste.
- Southern Operation: Malha Sul.
- Container Operation: Container operations, including Brado Logística.
As of January 1, 2025, the Company's management restructured its operating segments, with Rumo Malha Oeste transferred from the Southern Operation to the Northern Operation, reflecting internal adjustments to the organizational structure. As this change was deemed immaterial, 2024 comparative figures were not restated.
Results by Business Unit Northern Southern Container Consolidated 12M25 Operation Operation Operation | ||||
Transported volumes (million RTK) | 68,181 | 11,782 | 4,235 | 84,198 |
Net operating revenue | 11,112 | 1,942 | 794 | 13,848 |
Cost of services | (5,642) | (1,277) | (643) | (7,562) |
Gross profit | 5,470 | 665 | 151 | 6,286 |
Gross margin (%) | 49.2% | 34.2% | 19.0% | 45.4% |
Sales, general and administrative expenses | (519) | (107) | (69) | (696) |
Other operating revenue (expenses) & eq. pick-up | 61 | 156 | 1 | 218 |
Impairment Malha Sul | - | (1,228) | - | (1,228) |
Depreciation and amortization | 1,905 | 200 | 109 | 2,213 |
EBITDA | 6,916 | (315) | 192 | 6,793 |
EBITDA margin (%) | 62.2% | -16.2% | 24.2% | 49.1% |
Non-recurring adjustments | - | 1,228 | - | 1,228 |
Adjusted EBITDA | 6,916 | 913 | 192 | 8,021 |
Adjusted EBITDA margin (%) | 62.2% | 47.0% | 24.2% | 57.9% |
Transported volume in the Northen Operation reached 68,2 billion RTK in 2025, representing growth of 14%. On a full-year basis, the agricultural segment increased by 2%, while overall growth was primarily supported by industrial cargo, which expanded by 41%. This performance reflects the ramp-up of contracts signed in 2024 and 2025, particularly in pulp, bauxite and fuels.
Net operating revenue totalled R$11,112 million, remaining stable year-on-year. The 6% decline in average pricing, reflecting a more competitive environment, was offset by higher transported volumes.
Variable costs totalled R$2,436 million, up 4% on a full-year basis, reflecting higher transported volumes. This effect was partially offset by lower fuel expenses, driven by a reduction in the average unit cost over the period, as well as structural energy efficiency gains associated with the operation of longer and heavier trains.
Fixed costs and general and administrative expenses, net of depreciation, amounted to R$1,823 million, down 2% year-on-year on a nominal basis, reinforcing the Company's commitment to cost discipline.
Under other operating income and expenses, Rumo recorded BRL 80 million related to tax credits.
Adjusted EBITDA reached BRL 6,916 million in 2025, representing growth of 2%, with stable margins of 62%. The result reflects the balance between higher transported volumes and efficient cost and expense management, which offset lower average prices during the period.
Southern OperationFor full-year 2025, transported volume totaled 11.8 billion RTK, mainly reflecting the interruption of logistics flows in the Southern Trunk Line (Tronco Sul) and a weaker start to the year in agricultural transportation, prior to the commercial adjustments implemented throughout the year.
Net revenue reached BRL 1,942 million, a decline of 10% compared to 2024, reflecting lower transported volumes during the year and a 9% reduction in the average tariff.
For 2025, variable costs remained stable at BRL 460 million, reflecting a consistent trajectory of operational efficiency gains and improved specific fuel consumption throughout the year. Fixed costs and selling, general and administrative expenses closed the year with nominal reduction of 3% lower, totalling BRL 725 million.
Under Other Revenues, the Company recognized BRL 46 million in 4Q25 related to tax credits. Additionally, throughout 2025, BRL 105 million, net of taxes, was recorded in connection with compensation for loss of profits resulting from weather events in Rio Grande do Sul in 2024.
As a result, Adjusted EBITDA reached BRL 913 million, representing growth of 19%.
Container OperationBrado transported 119,486 containers in the year, up 2%. Performance was primarily driven by the Northern Corridor, with imports led by crop inputs and exports by beef and cotton. In addition to higher volumes, the average haul distance increased, particularly following the start of operations at the Davinópolis terminal in Maranhão.
The expansion into higher value-added cargo portfolios supported growth in net revenue for the container operation, which totalled R$794 million for the year, up 16%.
Variable expenses amounted to R$397 million, increasing 10%, in line with higher activity levels and the new cargo mix, with greater participation of longer-haul flows and first-/last-mile trucking operations. Fixed, selling, general and administrative expenses totalled R$206 million, up R$16 million, mainly reflecting the incorporation of operating costs related to the Davinópolis/MA terminal.
EBITDA reached BRL 192 million in 2025, representing growth of 34% compared to 2024.
INVESTMENTSTotal investment in 2025 amounted to BRL 6,112 million, in line with the disclosed guidance.
Recurring Capex totaled BRL 1,964 million, primarily allocated to track and rolling stock maintenance. Expansion Capex, excluding the Ferrovia do Mato Grosso project, reached BRL 2,124 million, focused on works in the Paulista Network and capacity expansion initiatives.
The Ferrovia do Mato Grosso railway extension project totaled BRL 2,023 million in investments as of year-end 2025. Throughout the year, construction progressed in line with the physical and financial schedule, closing the period with approximately 80% completion.
INDEBTEDNESSAt the end of 2025, net debt totaled BRL 15.5 billion, reflecting cash consumption during the period.
Additionally, we have approximately BRL 2.7 billion in committed but undrawn credit lines, which further strengthens our liquidity position.
During the year, the Company raised BRL 3.8 billion in the local market, extending maturities at competitive costs, thereby reinforcing liquidity and capital structure. The debt portfolio remained predominantly indexed to CDI, either contractually or through derivative instruments, with an average cost of 102.1% of CDI and an average duration of 5 years, ensuring predictability in debt service and appropriate financial risk management.
Financial leverage, measured as the ratio of comprehensive net debt to Adjusted EBITDA, stood at 1.9x as of December 31, 2025, remaining within parameters considered appropriate for the Company's business risk profile.
Total indebtedness (Amounts in BRL mln) | 2025 | 2024 | Chg. % |
Commercial banks | 1.328 | 1.213 | 9% |
NCE | 0 | 277 | <100% |
BNDES | 1.482 | 1.862 | -20% |
Debentures | 15.168 | 10.722 | 41% |
Senior notes 2028 and 2032 | 5.146 | 5.050 | 2% |
Total bank debt | 23.124 | 19.123 | 21% |
Leases¹ | 11 | 30 | -63% |
Net derivative instruments | -47 | 270 | <100% |
Total broad gross debt | 23.087 | 19.423 | 19% |
Cash, cash equivalents and marketable securities | -7.434 | -8.274 | -10% |
Restricted cash linked to bank debts | -131 | -117 | 12% |
Total broad net debt | 15.522 | 11.032 | 41% |
Comparable Adjusted EBITDA LTM² | 8.021 | 7.713 | 4% |
Leverage (Broad net debt/ adjusted LTM EBITDA) | 1,9x | 1,4X | 36% |
1Does not include operating leases under IFRS 16.
2Adjusted LTM EBITDA refers to the sum of the adjusted EBITDA for the last 12 months.
SUSTAINABILITYReinforcing our commitment to sustainability, we reduced specific carbon emissions (gCO₂e/TKU) from our trains by 3% compared to 2024 avoiding the emission of approximately
7.3 million tonnes of CO₂ equivalent (tCO₂e) in the year, assuming the entire 2025 volume had been transported by trucks.
We remained the first and only Brazilian logistics company to be included in both the World and Emerging Markets indices of the Dow Jones Sustainability Index (DJSI), a global benchmark for environmental, social and governance performance. We have also been part of B3's Corporate Sustainability Index (ISE) since 2021 and remain included in the FTSE4Good index of the London Stock Exchange, reinforcing the consistency of our ESG practices.
Within the Diversity, Equity and Inclusion (DECI) agenda, the Company continued to advance in increasing female representation in leadership positions, reaching 32.19% in 2025, compared to 30.23% in 2024 and 25.75% in 2023. In a sector historically marked by male predominance, we recognize the importance of progressively reflecting the diversity of Brazilian society, strengthening the quality of the working environment and mitigating risks associated with underrepresentation, including discrimination, harassment and higher turnover.
EQUITY POLICYPeople are central to the Company's strategy and fundamental to the generation of sustainable long-term value. Our people management model is designed to attract, develop and retain talent, fostering a work environment grounded in ethics, respect, inclusion and high performance.
In this context, we value diversity of talent and respect for individual uniqueness. We adopt structured recruitment processes aimed at mitigating unconscious bias and ensuring fair and inclusive selection procedures.
Throughout 2025, we strengthened policies and practices that promote an inclusive environment and encourage diversity at all organisational levels. Key initiatives included awareness and training programs for employees, as well as the establishment of a specific target for gender representation in leadership positions, with the objective of advancing more equitable conditions and reinforcing respect for differences.
As of year-end, the Company had 8,255 employees, of whom 17% were women. Compared to the previous year, the female workforce increased by 130 employees, particularly in entry-level leadership and operational roles.
2024 | 2025 | |||||
Woman by hierarchical level | Total | % | Total | % | ||
Bord of Directors | 3 | 43% | 2 | 22% | ||
Statutory Executive officers | 0 | 0% | 0 | 0% | ||
Company's Total | 1.385 | 17% | 1.515 | 18% | ||
President and VP | 0 | 0% | 2 | 22% | ||
Directors | 1 | 6% | 1 | 5% | ||
Executive Managers and Managers | 61 | 32% | 67 | 31% | ||
Coordinators | 110 | 31% | 120 | 34% | ||
Specialists | 141 | 29% | 139 | 28% | ||
Administrative | 356 | 47% | 388 | 45% | ||
Operational | 552 | 9% | 626 | 10% | ||
Interns | 164 | 62% | 172 | 58% | ||
2024 | 2025 | |||||
Women-to-men Women-to-men | ||||||
Gender pay ratio by hierarchical | total | total | ||||
level | Women-to-men | compensation | Women-to-men | compensation | ||
base salary ratio | ratio | base salary ratio | ratio | |||
President and VP | 0,86 | 0,50 | ||||
Directors | 0,91 | 1,00ii | ||||
Executive Managers and Managers | 1,02 | 1,02 | 1,01 | 0,95 | ||
Coordinators | 1 | 1,01 | 1,02 | 0,97 | ||
Specialists | 1,02 | 1,02 | 1,03 | 0,97 | ||
Administrative | 0,97 | 0,86 | 0,93 | 0,90 | ||
Operational | 0,9 | 0,9 | 0,93 | 0,78 | ||
Note: In compliance with Law No. 15,177, which requires disclosure of the proportionality of remuneration between men and women, we inform that::
Remuneration reffects cash amounts paid during the fiscal year.
There were no women holding the position of Director within the Company during the 12-month period considered for the comparative base.
The remuneration ratios presented reffect the current composition of the workforce and may include variations across reporting periods, hierarchical levels and roles. Accordingly, the differences observed may result from this distribution and should not be interpreted in isolation as evidence of unequal treatment, in line with the Company's commitment to equity and transparency.
Rumo is a publicly held corporation with shares traded on the São Paulo Stock Exchange (B3 S.A. - Brasil, Bolsa, Balcão) under the ticker RAIL3. As of December 31, 2025, its share capital was represented by 1,858,828,617 registered common shares, book-entry form, with no par value.
Rumo's relationship with the financial community and investors is guided by transparency and adherence to the highest standards of legal, ethical and corporate governance practices. The Investor Relations area maintains frequent engagement with investors and sell-side analysts through participation in conferences, investor meetings, site visits and events aimed at disclosing information regarding the Company's performance, in addition to ongoing daily interactions addressing market inquiries. The Company also maintains an Investor Relations website providing updated, relevant and tailored information to different audiences.
INDEPENDENT AUDITORSThe Company's policy on hiring independent auditors for non-audit services is based on principles that safeguard auditor independence. These principles, in line with internationally accepted standards, establish that: (a) the auditor must not audit their own work; (b) the auditor must not assume management responsibilities for the client; and (c) the auditor must not act as a legal representative of the client.
In compliance with CVM Resolution No. 162 ("CVM Resolution 162/22"), we confirm that in 2025, no additional services were contracted from our independent auditors, PricewaterhouseCoopers Auditores Independentes Ltda, or its related parties, beyond the audit of the Company's financial statements. Furthermore, these engagements did not affect the independence principles outlined above.
ACKNOWLEDGMENTSRumo's Management extends its appreciation to shareholders, clients, suppliers and financial institutions for their continued trust and partnership. The Company also recognises the dedication and commitment of its employees throughout 2025.
For a detailed review of our 2025 results, please visit our website: http://ri.rumolog.com.
Curitiba, March 4th, 2026.
(A free translation of the original in Portuguese)
Independent auditor's report
To the Board of Directors and Stockholders Rumo S.A.
OpinionWe have audited the accompanying parent company financial statements of Rumo S.A. (the "Company"), which comprise the statement of financial position as at December 31, 2025 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the accompanying consolidated financial statements of Rumo S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated statement of financial position as at December 31, 2025 and the consolidated statements of income, comprehensive income, changes in equity and 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company and of the Company and its subsidiaries as at December 31, 2025, and the parent company financial performance and the cash flows as well as the consolidated financial performance and the cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for opinionWe conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the parent company and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, as applicable to audits of financial statements of public interest entities 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.
Matters
Why it is a
Key Audit Matter
How the matter was addressed
Key Audit MattersKey Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
https://www.pwc.com.br
PricewaterhouseCoopers Auditores Independentes Ltda. Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o, São Paulo, SP, Brasil, 04538-132
T: +55 (11) 4004-8000
Rumo S.A.
Why it is a Key Audit Matter How the matter was addressed in the auditContingent liabilities (Note 5.15)
The Company and its subsidiaries are involved in significant contingent matters, the determination of the loss prognosis of administrative and judicial proceedings, as well as the determination of the respective settlement terms and amounts, depend on critical judgments made by management in conjunction with their
legal advisors.
Accordingly, for certain contingencies and uncertain tax positions of the Company, no provision has been recognized, as their respective loss prognosis has been assessed as "possible loss". Therefore, this matter was considered, in the audit of the current fiscal year, as an area of risk and, as such, a key audit matter, due to the high degree of judgment and inherent uncertainties in the process of determining estimates, the significance of the amounts involved, and the subjectivity in the process of classifying the risk of loss.
Any potential changes in the estimates or assumptions adopted by management and/or legal advisors may influence the determination of the loss prognosis and result in significant impacts on the financial statements of the Company and its subsidiaries.
Our audit procedures included, among others:
Meetings with key representatives of the Company's internal legal department.
Obtaining an understanding and evaluating the process and internal controls established by management to ensure the integrity of the processes under analysis, their classification, and the respective disclosures in the financial statements.
Obtaining confirmations from external and internal legal advisors covering the loss prognosis for the proceedings (as well as their respective quantifications) for each level of loss risk involved.
Evaluating the estimates and criteria used by management, such as probability of success, timing, and acceptance by the tax authorities for the main ongoing tax proceedings, with the purpose of assessing the reasonableness of the loss prognoses determined by the Company's legal advisors, as well as the arguments and case law cited by them.
Reviewing the disclosures made by the Company in its financial statements.
We considered that the criteria adopted by management and its legal advisors for the determination of contingent tax liabilities and uncertain tax positions, as well as the related disclosures in the notes to the financial statements of the Company and its subsidiaries, are consistent with the data and information obtained throughout our audit.
Financial instruments designated in hedge accounting (Note 3.1)
The Company operates with derivative financial instruments in order to mitigate the volatility of indices and rates affecting its cash flows and results. To achieve these objectives, the Company enters into derivative financial
Our key audit procedures in response to this matter included, among others:
Obtaining an understanding of the process and internal controls related to hedge accounting.
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Rumo S.A.
Why it is a Key Audit Matter How the matter was addressed in the auditinstruments and non-derivative financial liabilities and designates them as hedging instruments under its hedge accounting policy, periodically performing effectiveness tests on the designated hedge relationships.
The designation of these financial instruments for hedge accounting purposes, as well as the measurement of their effectiveness, requires compliance with certain formal requirements and involves judgments regarding the effective hedging of foreign exchange risk and the alignment of hedging objectives with the Company's risk management strategy.
Given the complexity involved in the designation and periodic measurement of the effectiveness of the hedge accounting relationships maintained by the Company, we considered this matter to be an area of focus in our audit.
With the assistance of our financial instruments specialists, evaluating the adequacy of the documentation prepared by the Company to support the designation of hedging instruments for hedge accounting purposes, specifically the designations containing descriptions of all strategies and methodologies used to measure hedge effectiveness.
Reviewing the effectiveness of the hedge accounting relationships and the recycling of amounts recognized in other comprehensive income that affected the profit or loss for
the year.
Recalculating, on a sample basis, the fair value measurement of the financial instruments.
Obtaining external confirmations from financial institutions regarding the balances of the contracted financial instruments.
Assessing the adequacy of the disclosures made by the Company related to hedge accounting transactions.
Based on the audit evidence obtained, we consider the hedge accounting designations maintained by the Company to be acceptable in the context of the separate and consolidated financial statements taken as a whole.
Other matters - Statements of Value AddedThe parent company and consolidated Statements of Value Added for the year ended December 31, 2025, prepared under the responsibility of the Company's management and presented as supplementary information for IFRS Accounting Standards purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's 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 if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, these Statements of Value Added have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and are consistent with the parent company and consolidated financial statements taken as a whole.
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Rumo S.A.
Prior-year informationThe original financial statements of the Company for the year ended December 31, 2024, prepared before the consideration of the adjustments described in note 2.2(c), were audited by another firm of auditors whose report, dated February 20, 2025, expressed an unmodified opinion on those statements.
As part of our audit of the financial statements for 2025, we also have audited the adjustments described in note 2.2 (c) that were made to restate the financial statements for 2024, presented for comparison purposes. In our opinion, these adjustments are appropriate and were correctly recorded. We were not engaged to audit, review or apply any other procedures to the Company's financial statements for 2024 and, therefore, we do not express any opinion or any form of assurance on the financial statements for 2024 taken as a whole.
Other information accompanying the parent company and consolidated financial statements and the auditor's reportThe Company's management is responsible for the other information that comprises the Management Report.
Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.
In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the 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 parent company and consolidated financial statementsManagement is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with IFRS Accounting Standards as issued by the International Accounting Standards Board (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 parent company and consolidated financial statements, management is responsible for assessing the ability of the Company and its subsidiaries, as a whole, 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 subsidiaries, as a whole, or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
18
Rumo S.A.
Auditor's responsibilities for the audit of the parent company and consolidated financial statementsOur objectives are to obtain reasonable assurance about whether the parent company 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 these financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the parent company 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 control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and
its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its subsidiaries, as a whole, 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 parent company 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 subsidiaries, as a whole, to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
19
Rumo S.A.
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 parent company and consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for 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 provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats to our independence or
safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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, March 4, 2026
PricewaterhouseCoopers Auditores Independentes Ltda. CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira Contador CRC 1SP265450/O-8
20
Statement of financial position (in thousands of Reais - R$)Note | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
5.2 | 799,494 | 2,403,629 | 7,018,132 | 7,461,618 |
5.3 | 6,946 | 95,912 | 416,287 | 812,795 |
5.4 | 8,260 | 32,412 | 660,428 | 568,577 |
5.8 | - | - | 157,257 | 706,550 |
5.10 | 5,006 | 1,556 | 263,489 | 282,580 |
4.1 | 80,037 | 76,002 | 118,275 | 102,665 |
41,241 | - | 256,390 | 117,416 | |
5.9 | 166,827 | 132,856 | 654,030 | 548,807 |
117,988 | 567,867 | 541 | 17 | |
14,799 | 80,297 | 175,028 | 210,742 | |
1,240,598 | 3,390,531 | 9,719,857 | 10,811,767 | |
4.6 | - | 60,792 | - | 60,792 |
1,240,598 | 3,451,323 | 9,719,857 | 10,872,559 | |
5.4 | - | - | 6,863 | 14,772 |
5.3 | 94 | 84 | 173,733 | 117,885 |
56,596 | 193,719 | 62,611 | 216,614 | |
5.14 | - | - | 1,681,258 | 1,709,521 |
4.1 | 63,941 | 51,941 | 20,348 | 21,452 |
5.9 | 67,818 | - | 1,446,915 | 977,285 |
5.15 | 72,425 | 66,926 | 331,190 | 301,726 |
5.8 | 1,123,464 | 650,868 | 1,647,584 | 941,427 |
9,387 | 16,887 | 84,604 | 76,661 | |
5.11 | 19,560,239 | 19,768,695 | 445,658 | 321,985 |
5.12.1 | 4,629,740 | 2,314,044 | 23,948,573 | 20,435,467 |
5.12.2 | 156,375 | 194,209 | 6,421,681 | 6,545,890 |
5.12.3 | 26,259 | 31,522 | 7,792,217 | 8,039,779 |
25,766,338 | 23,288,895 | 44,063,235 | 39,720,464 | |
27,006,936 | 26,740,218 | 53,783,092 | 50,593,023 | |
Parent Company Consolidated
Assets
Cash and cash equivalents Marketable securities Trade receivable
Derivative financial instruments Inventories
Receivables from related parties Income tax recoverable.
Other recoverable taxes
Dividends and interest on equity receivable Other assets
Assets held for sale
Current assets
Trade receivable Restricted cash
Income tax recoverable.
Deferred income taxes Receivables from related parties Other recoverable taxes
Judicial deposits
Derivative financial instruments Other assets
Investments in subsidiaries, jointly controlled entities and associated
Property plant and equipment
Intangibles Right-of-use
Non-current assets Total assets
21
The explanatory notes are an integral part of the individual and consolidated financial statements.
Statement of financial position (in thousands of Reais - R$)Note | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |
5.5 | 52,620 | 46,912 | 846,430 | 1,241,113 | |
5.6 | 12,328 | 11,368 | 663,849 | 658,203 | |
5.8 | 538,307 | 515,583 | 1,479,408 | 1,362,291 | |
5.7 | 279,371 | 489,845 | 1,138,378 | 1,777,918 | |
28,446 | 19,092 | 361,583 | 376,475 | ||
381 | 7,461 | 16,955 | 49,477 | ||
5.13 | 38,338 | 27,648 | 98,163 | 84,132 | |
202,267 | 5,440 | 206,977 | 11,314 | ||
5.16 | - | - | 189,076 | 166,273 | |
4.1 | 29,602 | 38,807 | 215,166 | 366,186 | |
- | - | 2,234 | 2,540 | ||
5.1 | 229,895 | 25,970 | 672,231 | 338,759 | |
62,740 | 79,460 | 291,077 | 234,121 | ||
1,474,295 | 1,267,586 | 6,181,527 | 6,668,802 | ||
5.5 | 8,204,834 | 6,730,332 | 22,277,407 | 17,882,105 | |
5.6 | 20,396 | 25,933 | 3,481,299 | 3,373,987 | |
5.8 | 19,746 | 53,639 | 310,301 | 555,913 | |
3,412 | - | 3,412 | - | ||
5.13 | - | - | - | 13 | |
5.15 | 78,271 | 148,541 | 1,053,673 | 1,098,418 | |
5.16 | - | - | 3,799,169 | 3,554,917 | |
5.11 | 2,933,989 | 3,507,571 | - | - | |
4.1 | 4,733 | 4,733 | - | - | |
5.14 | 422,284 | 265,014 | 2,595,315 | 2,477,267 | |
- | - | 14,355 | 16,589 | ||
2,337 | 5,625 | 18,196 | 29,857 | ||
11,690,002 | 10,741,388 | 33,553,127 | 28,989,066 | ||
13,164,297 | 12,008,974 | 39,734,654 | 35,657,868 | ||
5.17 | |||||
12,579,726 | 12,560,952 | 12,579,726 | 12,560,952 | ||
(67,242) | (92,220) | (67,242) | (92,220) | ||
1,358,427 | 2,224,225 | 1,358,427 | 2,224,225 | ||
(28,272) | 38,287 | (28,272) | 38,287 | ||
13,842,639 | 14,731,244 | 13,842,639 | 14,731,244 | ||
13,842,639 | 14,731,244 | 13,842,639 | 14,731,244 | ||
5.11 | - | - | 205,799 | 203,911 | |
13,842,639 | 14,731,244 | 14,048,438 | 14,935,155 | ||
27,006,936 | 26,740,218 | 53,783,092 | 50,593,023 |
Parent Company Consolidated
Liabilities
Loans, borrowings and debentures Leases
Derivative financial instruments Trade payable
Wages and salaries payable Current income tax
Other taxes payable Dividends payable
Leases and concessions in dispute and installments
Related party payables
Deferred revenue Other financial liabilities Other trades payables
Current liabilities
Loans, borrowings and debentures Leases
Derivative financial instruments Current income tax
Other taxes payable
Provision for legal proceedings
Leases and concessions in dispute and installments
Provision for uncovered liabilities
Related party payables Deferred income taxes
Deferred revenue Other trades payables
Non-current liabilities Total liabilities
Shareholders' equity Share capital Treasury shares Reservations
Asset assessment adjustments
Equity attributable to: Controlling shareholders Non-controlling shareholders
Total liabilities and shareholders' equity
The explanatory notes are an integral part of the individual and consolidated financial statements.
22
Total shareholders' equity
Statement of income for the fiscal year(in thousands of Reais - R$)
Note | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
6.1 | 890,149 | 1,064,286 | 13,847,776 | 13,936,389 |
6.2 | (611,823) | (828,698) | (7,562,149) | (7,533,536) |
6.2 | 278,326 (4,112) | 235,588 384 | 6,285,627 (58,352) | 6,402,853 (49,006) |
6.2 | (32,205) | (46,425) | (637,450) | (661,678) |
6.3 | 5,514 | 139,670 | 123,459 | (146,741) |
4.2 | - | - | (1,227,872) | (3,149,244) |
(30,803) 247,523 | 93,629 329,217 | (1,800,215) 4,485,412 | (4,006,669) 2,396,184 | |
5.11 | 1,355,223 | (755,170) | 94,252 | 32,903 |
1,355,223 1,602,746 | (755,170) (425,953) | 94,252 4,579,664 | 32,903 2,429,087 | |
(834,683) 464,545 3,911 (232,743) | (858,727) 411,412 (16,475) 26,534 | (3,281,087) 1,468,558 686,037 (1,898,690) | (3,242,246) 1,102,136 (1,455,848) 1,018,114 | |
6.4 | (598,970) 1,003,776 | (437,256) (863,209) | (3,025,182) 1,554,482 | (2,577,844) (148,757) |
5.14 | - (156,719) | - (96,038) | (486,750) (202,607) | (556,221) (244,264) |
(156,719) 847,057 | (96,038) (959,247) | (689,357) 865,125 | (800,485) (949,242) | |
6.6 | 847,057 - | (959,247) - | 847,057 18,068 | (959,247) 10,005 |
- | - | 0.4562 | (0.5185) | |
- | - | 0.4559 | (0.5185) |
Parent Company Consolidated
Net sales revenue
Cost of services provided
Gross profit
Selling expenses
General and administrative expenses Other operation income (expenses), net Impairment loss
Operating expenses
Profit before equity accounting, net financial result, and income tax and social contribution
Interest in earnings
Interest in earnings of investees
Profit before net financial result and income tax and social contribution
Finance expense Finance income
net Foreign exchange variation Derivatives and fair value
Finance results net Profit before income tax
Income tax Current Deferred
Net income for the year Result attributed to:
Earnings per share:
Basic Diluted
The explanatory notes are an integral part of the individual and consolidated financial statements.
23
Controlling shareholders Non-controlling shareholders
Net income for the year
Items that will not be subsequently reclassified for the result
Actuarial gains with pension plan Taxes on actuarial gains
Fair value of financial liabilities attributable to
changes in credit risk
Deferred income taxes and social contribution on the fair value of financial liabilities attributable to changes in credit risk.
Items that are or may be reclassified subsequently to profit or loss
Results from cash flow hedge accounting
Deferred income taxes and social contribution on hedge cash flow accounting
Foreign currency translation differences
Other comprehensive income, net of income tax and social security contributions
Total comprehensive income
Comprehensive income attributable to:
24
Controlling shareholders Non-controlling shareholders
Comprehensive Statement of income(in thousands of Reais - R$)
December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |
847,057 | (959,247) | 865,125 | (949,242) | |
- | 1,394 | - | 1,394 | |
- | - | - | (1) | |
10,274 | - | 10,274 | - | |
(3,588) | - | (3,588) | - | |
6,686 | 1,394 | 6,686 | 1,393 | |
(109,425) | - | (109,510) | - | |
37,234 | - | 37,234 | - | |
(1,054) | (94) | (1,054) | (94) | |
(73,245) | (94) | (73,330) | (94) | |
(66,559) | 1,300 | (66,644) | 1,299 | |
780,498 | (957,947) | 798,481 | (947,943) | |
780,498 | (957,947) | 780,498 | (957,947) | |
- | - | 17,983 | 10,004 | |
Parent Company Consolidated
Attributable to the Company's shareholders
Share capital | Treasury shares | Capital reserve | Profit reserves | Asset assessment adjustments | Cumulative results | Total | Non-controlling interest in subsidiaries | Total shareholders' equity | |
Balance as of January 1, 2025 | 12,560,952 | (92,220) | 205,892 | 2,018,333 | 38,287 | - | 14,731,244 | 203,911 | 14,935,155 |
Net income for the year Other comprehensive income: Items that may be subsequently reclassified for the result. | - | - | - | - | - | 847,057 | 847,057 | 18,068 | 865,125 |
Foreign currency translation differences | - | - | - | - | (1,054) | - | (1,054) | - | (1,054) |
Results from cash flow hedge accounting | - | - | - | - | (72,191) | - | (72,191) | (85) | (72,276) |
Items that cannot be subsequently reclassified for the | |||||||||
result. | |||||||||
Fair value of financial liabilities attributable to changes in credit risk | - | - | - | - | 6,686 | - | 6,686 | - | 6,686 |
Total other comprehensive income, net of taxes. | - | - | - | - | (66,559) | 847,057 | 780,498 | 17,983 | 798,481 |
Contributions and distributions to shareholders | |||||||||
Share-based transactions | - | - | 34,460 | - | - | - | 34,460 | 170 | 34,630 |
Stock option exercise | - | 24,978 | (38,035) | - | - | - | (13,057) | - | (13,057) |
Establishment of a legal reserve | - | - | - | 42,353 | - | (42,353) | - | - | - |
Effect of dividend distribution to non-controlling interests | - | - | (179) | - | - | - | (179) | 179 | - |
Establishment of a profit reserve | - | - | - | 603,528 | - | (603,528) | - | - | - |
Dividends (note 4.5) | - | - | - | (1,500,000) | - | (201,176) | (1,701,176) | (5,595) | (1,706,771) |
Total transactions with and for shareholders | - | 24,978 | (3,754) | (854,119) | - | (847,057) | (1,679,952) | (5,246) | (1,685,198) |
Transactions with shareholders | |||||||||
Result of transactions with non-controlling interests (note 4.3) | - | - | (7,925) | - | - | - | (7,925) | 7,925 | - |
Corporate reorganization (note 4.3) | 18,774 | - | - | - | - | - | 18,774 | (18,774) | - |
Total transactions with shareholders | 18,774 | - | (7,925) | - | - | - | 10,849 | (10,849) | - |
Balance as of December 31, 2025 | 12,579,726 | (67,242) | 194,213 | 1,164,214 | (28,272) | - | 13,842,639 | 205,799 | 14,048,438 |
The explanatory notes are an integral part of the individual and consolidated financial statements.
25
Attributable to the Company's shareholders
Balance as of January 1, 2024 | 12,560,952 | (118,577) | 214,409 | 2,977,580 | 36,988 | - | 15,671,352 | 199,703 | 15,871,055 |
Net income for the year | - | - | - | - | - | (959,247) | (959,247) | 10,005 | (949,242) |
Other comprehensive income: Foreign currency translation differences | - | - | - | - | (94) | - | (94) | - | (94) |
Actuarial gains with pension plan | - | - | - | - | 1,393 | - | 1,393 | - | 1,393 |
Total other comprehensive income, net of taxes. | - | - | - | - | 1,299 | (959,247) | (957,948) | 10,005 | (947,943) |
Contributions and distributions to shareholders Share-based transactions | - | - | 34,717 | - | - | - | 34,717 | 783 | 35,500 |
Stock option exercise | - | 26,357 | (43,096) | - | - | - | (16,739) | - | (16,739) |
Transfer to retained earnings | - | - | - | (959,247) | - | 959,247 | - | - | - |
Effect of dividend distribution to non-controlling interests. | - | - | (138) | - | - | - | (138) | 138 | - |
Dividends | - | - | - | - | - | - | - | (6,718) | (6,718) |
Total transactions with and for shareholders | - | 26,357 | (8,517) | (959,247) | - | 959,247 | 17,840 | (5,797) | 12,043 |
Balance as of December 31, 2024 | 12,560,952 | (92,220) | 205,892 | 2,018,333 | 38,287 | - | 14,731,244 | 203,911 | 14,935,155 |
Share capital
Treasury shares
Capital reserve
Profit reserves
Asset assessment adjustments
Cumulative
Total
results
Non-controlling interest in
subsidiaries
Total shareholders'
equity
The explanatory notes are an integral part of the individual and consolidated financial statements.
26
Parent Company | Consolidated | ||
Note | |||
Cash flows from operating activities Profit before income tax | |||
Adjustments for: | |||
Depreciation and amortization | 6.2 | ||
Impairment loss | 4.2 | ||
Interest in earnings in subsidiaries and associates | 5.11 | ||
Provision for profit sharing and bonuses | |||
Loss (gain) on disposed assets. | 6.3 | ||
Provision for legal claims | 6.3 | ||
Impairment loss on accounts receivable | |||
Share-based transactions | |||
Tax credits | 6.3 | ||
Take or pay provision | |||
Interest, monetary and foreign exchange variations, net | |||
Other | |||
Variation in: | |||
Trade receivable | |||
Related parties, net | |||
Income tax paid. | |||
Other taxes, net | |||
Inventories | |||
Wages and salaries payable | |||
Trade payable | |||
Leases and concessions in dispute and installments | |||
Provision for legal proceedings | |||
Derivative financial instruments | |||
Other financial liabilities | |||
Other assets and liabilities, net | |||
Net cash generated from operating activities | |||
Cash flow from investing activities | |||
Capital increase in subsidiary and associated | 5.11 | ||
Capital reduction in subsidiaries | 5.11 | ||
Marketable securities | |||
Restricted cash | |||
Dividends received from subsidiaries and associated | |||
Additions to PP&E and intangible assets | |||
Cash net from the sale of investments | |||
Net used in investing activities | |||
Cash flows from financing activities | |||
Raising loans, borrowings and debentures | 5.5 | ||
Principal amortization on loans, borrowings and debentures. | 5.5 | ||
Interest payment on loans, borrowings and debentures. | 5.5 | ||
Principal amortization on a lease. | 5.6 | ||
Interest payment | 5.6 | ||
Payment for derivative financial instruments | |||
Receipt from derivative financial instruments | |||
Dividends paid | |||
Net cash used in financing activities | |||
Effect of the foreign exchange variation on the cash balance and cash | |||
Net increase (decrease) net in cash and cash equivalents | |||
Cash and cash equivalents at the beginning of the year. | |||
Cash and cash equivalents at the end of the year. |
The explanatory notes are an integral part of the individual and consolidated financial statements.
27
December | December | December | December | |
31, 2025 | 31, 2024 | 31, 2025 | 31, 2024 | |
1,003,776 | (863,209) | 1,554,482 | (148,757) | |
100,909 | 99,925 | 2,213,331 | 2,303,380 | |
- | - | 1,227,872 | 3,149,244 | |
(1,355,223) | 755,170 | (94,252) | (32,903) | |
18,744 | 10,132 | 186,588 | 234,960 | |
(5,216) | 150 | 19,055 | (2,773) | |
(1,060) | 20,347 | 99,025 | 224,437 | |
(50) | (527) | 29 | 1,518 | |
20,125 | 15,334 | 21,573 | 18,761 | |
- | - | (151,758) | (6,030) | |
(12,975) | (105,749) | (14,090) | (188,059) | |
741,758 | 757,823 | 3,848,920 | 3,315,712 | |
(6,217) | 112 | (4,803) | 2,213 | |
504,571 | 689,508 | 8,905,972 | 8,871,703 | |
24,466 | (2,358) | (5,256) | 36,847 | |
(34,475) | (31,929) | (183,272) | 102,155 | |
- | - | (96,280) | (46,440) | |
(4,536) | (130,746) | (727,596) | (609,622) | |
11,441 | (418) | 13,408 | (15,789) | |
(10,727) | (4,845) | (207,361) | (187,812) | |
(30,360) | 16,540 | (48,392) | 112,062 | |
- | - | (261,539) | (246,821) | |
(64,436) | (13,860) | (256,661) | (242,229) | |
- | - | (13,381) | - | |
(5,228) | 1,693 | 75,417 | (25,982) | |
4,889 | (54,275) | (53,248) | (83,345) | |
(108,966) | (220,198) | (1,764,161) | (1,206,976) | |
395,605 | 469,310 | 7,141,811 | 7,664,727 | |
(1,745,000) | (110,003) | (15,000) | (29,998) | |
1,476,000 | - | 26,000 | - | |
96,464 | 145,682 | 545,107 | 761,568 | |
(9) | (7) | (57,086) | (2,133) | |
1,684,385 | 956,121 | 45,660 | 39,464 | |
(1,979,472) | (1,479,260) | (6,096,341) | (5,492,724) | |
- | - | - | (5) | |
(467,632) | (487,467) | (5,551,660) | (4,723,828) | |
892,642 | 307,066 | 3,872,810 | 3,019,702 | |
- | (64,227) | (1,198,849) | (2,671,274) | |
(387,226) | (376,250) | (1,225,589) | (1,243,258) | |
(7,632) | (6,018) | (592,842) | (573,320) | |
(5,565) | (6,351) | (235,548) | (201,401) | |
(525,228) | (375,659) | (1,749,537) | (915,538) | |
- | - | 603,175 | 44,453 | |
(1,499,099) | (170,817) | (1,506,065) | (174,244) | |
(1,532,108) | (692,256) | (2,032,445) | (2,714,880) | |
- | - | (1,192) | 1,606 | |
(1,604,135) | (710,413) | (443,486) | 227,625 | |
2,403,629 | 3,114,042 | 7,461,618 | 7,233,993 | |
799,494 | 2,403,629 | 7,018,132 | 7,461,618 | |
-
Non-cash transactions (consolidated)
The Company presents its cash flow statements using the indirect method. During the year ended December 31, 2025, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the condensed cash flow statements of the parent company or the consolidated statements:
Recognition of right of use against lease liabilities in the amount of R$ 492,745 (R$ 951,056 as of December 31, 2024), relating to contractual adjustments and new contracts falling under the commercial lease regulations (note 5.12.3).
PP&E acquired for which payment is made in installments amounting to R$ 603,318 (R$ 1,092,136 as of December 31, 2024).
Subscription of capital through the contribution of assets to the jointly controlled company Terminal Multimodal de Grãos e Fertilizantes S.A. in the amount of R$ 25,805 (note 5.11).
- Presentation of interest and dividends
The Company classifies dividends and interest on equity received as cash flow from investing activities, in order to avoid distortions in its operating cash flows due to cash from these operations.
28
Interest paid is classified as cash flow in financing activities, as it represents the costs of obtaining financial resources for investment in PP&E.
Statement of value added(In thousands of Brazilian Reais - R$)
December 31, 2025 | December 31, 2024 (Represented Nota 2.2.c) | December 31, 2025 | December 31, 2024 (Represented Nota 2.2.c) |
951,090 | 1,119,349 | 14,692,319 | 14,610,500 |
31,199 | 180,585 | 233,180 | 216,007 |
2,251,565 | 1,510,011 | 3,743,923 | 3,269,215 |
50 | 527 | (29) | 25,279 |
3,233,904 | 2,810,472 | 18,669,393 | 18,121,001 |
(1,212,464) | (1,197,827) | (6,787,994) | (5,542,257) |
(1,306,630) | (901,961) | (2,556,478) | (2,390,576) |
- | - | (1,227,872) | (3,149,244) |
(2,519,094) | (2,099,788) | (10,572,344) | (11,082,077) |
714,810 | 710,684 | 8,097,049 | 7,038,924 |
(100,909) | (99,925) | (2,213,331) | (2,303,380) |
(100,909) | (99,925) | (2,213,331) | (2,303,380) |
613,901 | 610,759 | 5,883,718 | 4,735,544 |
1,355,223 | (755,170) | 94,252 | 32,903 |
468,456 | 411,412 | 1,468,558 | 1,102,136 |
1,823,679 | (343,758) | 1,562,810 | 1,135,039 |
2,437,580 | 267,001 | 7,446,528 | 5,870,583 |
61,949 | 73,372 | 1,321,057 | 1,269,579 |
50,322 | 59,078 | 1,006,560 | 930,589 |
9,563 | 12,225 | 265,842 | 292,705 |
2,064 | 2,069 | 48,655 | 46,285 |
164,612 | 236,433 | 319,967 | 1,665,468 |
164,117 | 166,760 | 511,722 | 1,333,471 |
- | - | (244,366) | 204,349 |
495 | 69,673 | 52,611 | 127,648 |
1,363,962 | 916,443 | 4,940,379 | 3,884,778 |
1,354,557 | 908,295 | 4,861,834 | 3,775,161 |
9,405 | 8,148 | 78,545 | 109,617 |
847,057 | (959,247) | 865,125 | (949,242) |
201,176 | - | 201,176 | - |
- | - | 18,068 | 10,005 |
645,881 | (959,247) | 645,881 | (959,247) |
2,437,580 | 267,001 | 7,446,528 | 5,870,583 |
Parent Company Consolidated
Revenue
Gross revenue
Other operating income, net Construction revenue assets for own use Allowance for expected credit losses
Inputs purchased from third parties
Cost of services provided
Materials, energy, third-party services and other Impairment loss
Gross value added Retention
Depreciation and amortization
Net value added produced
Value added received by transfer
Interest in earnings in subsidiaries and associates Finance income
Value added to be distributed Distribution of value added
Personnel and payroll charges
Direct remuneration Benefits
FGTS
Taxes, fees and contributions
Federal State Municipal
Remuneration of third-party capital
Interest
Rents and leases under the concession agreement
Remuneration of equity capital
Dividends
The explanatory notes are an integral part of the individual and consolidated financial statements.
29
Non-controlling interests Net income for the year
Explanatory notes to financial statements(in thousands of Brazilian Reais - R$, unless otherwise indicated)
-
Company and Group Information
- Operations
Rumo SA ("Company" or "Rumo SA") is a publicly traded company with shares listed on B3 SA - Brasil, Bolsa, Balcão ("B3") under the ticker symbol RAIL3, and has its headquarters in the city of Curitiba, State of Paraná, Brazil.
The Company provides services in the logistics sector (rail and multimodal transport), mainly for the export of commodities, offering an integrated solution for transportation, handling, storage and shipping from production centers to the main ports in southern and southeastern Brazil, in addition to participating in other companies and ventures whose objectives are related to logistics.
30
The Company operates in the rail transport segment in the Southern region of Brazil, through its subsidiary Rumo Malha Sul SA ("Rumo Malha Sul"), and in the Central-West region and the State of São Paulo through the Company and its subsidiaries Rumo Malha Paulista SA ("Rumo Malha Paulista"), Rumo Malha Norte SA ("Rumo Malha Norte"), Rumo Malha Oeste SA ("Rumo Malha Oeste") and Rumo Malha Central SA ("Rumo Malha Central"), reaching the states of Goiás and Tocantins. In addition, its subsidiary Brado Logística e Participações SA ("Brado") operates in the container segment.