RESULTS 2Q25
MOTV
B3 LISTED NM
Bloomberg
MOTV3 BZ
https://ri.motiva.com.br
Videoconference link
Click Here2Q25 RESULTS Results for the second quarter of 2025
Waldo Perez - VP of Finance and Investor Relations
waldo.perez@motiva.com.br
55 11 3048.5900
Investor Relations Department
invest@motiva.com.br
Flávia Godoy
flavia.godoy@motiva.com.br
55 11 3048.5900
Douglas Ribeiro
douglas.ribeiro@motiva.com.br
55 11 3048.5900
Cauê Cunha
caue.cunha@motiva.com.br
55 11 3048.5900
Caique Moraes
caique.moraes@motiva.com.br
55 11 3048.5900
São Paulo, July 29, 2025
The Parent Company and Consolidated Quarterly Information was prepared and is being presented under the accounting practices adopted in Brazil and International Financial Reporting Standards ("IFRS"), issued by the International Accounting Standards Board ("IASB"), all of which applied in a manner consistent with the main accounting practices described in Note 3 to the Quarterly Information.
Unless otherwise stated, the financial and operating information is presented on a consolidated basis, in thousands of Brazilian reais, and the comparisons refer to 2Q24.
The consolidated information for jointly-owned subsidiaries includes the proportional data of the jointly-owned subsidiaries. Said information, as well as non-financial information and other operating information, was not audited by independent auditors. The results, by business platform, are already presented net of eliminations related to transactions between related parties.
Due to rounding, the total amounts informed in the tables of this earnings release may have slight variations.
2Q25 RESULTS HighlightsOn May 22, 2025, the Company won the bidding process for MSVia;
On May 29, 2025, ViaMobilidade - Lines 8 and 9 signed the Amendment for the implementation of the ETCS (European Train Control System);
On June 28, 2025, PRVias started collection at five toll plazas;
On July 04, 2025, the Amendment at SPVias was signed, resulting in the extension of the concession term by 73 days;
Comparable traffic1grew by 3.4% on Toll Roads, 0.5% on Rails, and 10.0% on Airports;
1. Excludes the effects of ViaOeste, Rota Sorocabana, and PRVias on Toll Roads, and Barcas on Rails.
Consolidated Operational and Financial HighlightsOPERATIONAL AND FINANCIAL HIGHLIGHTS (R$ Million) | 2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % |
Consolidated Adjusted Net Revenue¹ | 3,488 | 3,563 | 2.2% | 6,966 | 7,291 | 4.7% |
Consolidated Adjusted EBITDA¹ | 2,009 | 2,094 | 4.2% | 4,075 | 4,450 | 9.2% |
Adjusted EBITDA - Toll Roads | 1,498 | 1,535 | 2.5% | 3,032 | 3,242 | 6.9% |
Adjusted EBITDA - Rails | 513 | 579 | 12.8% | 990 | 1,163 | 17.5% |
Adjusted EBITDA - Airports | 244 | 294 | 20.5% | 519 | 597 | 15.2% |
Adjusted EBITDA - Others | (246) | (313) | 27.4% | (466) | (553) | 18.7% |
Consolidated Adjusted EBITDA Margin² | 57.6% | 58.8% | 1.2 p.p. | 58.5% | 61.0% | 2.5 p.p. |
Adjusted Net Income¹ | 411 | 398 | -3.2% | 859 | 937 | 9.1% |
Net Debt/LTM Adjusted EBITDA (x) | 3.1 | 3.7 | 0.6 p.p. | 3.1 | 3.7 | 0.6 p.p. |
Toll Roads - Vehicle Equivalents (million) | 294.5 | 252.8 | -14.2% | 595.6 | 556.9 | -6.5% |
Rails - Passengers Transported (million) | 191.2 | 188.9 | -1.2% | 367.0 | 369.7 | 0.7% |
Airports - Boarded Passengers (million) 3 | 9.5 | 10.4 | 10.0% | 19.1 | 20.7 | 8.5% |
CAPEX4 | 1,628 | 1,779 | 9.3% | 2,880 | 3,137 | 8.9% |
Excludes construction revenue and costs. Adjustments are described in the "non-recurring effects" section in Exhibit I (page 26).
The Adjusted EBITDA Margin was calculated by dividing Adjusted EBITDA by Adjusted Net Revenue.
As of 1Q25, all operational data for the airport business contained in this Release will be presented as total passengers versus boarded passengers (which only considers passengers that generate revenue).
Includes works that do not generate future economic benefits for ViaOeste.
MESSAGE FROM THE CEO 4
FINANCIAL AND OPERATIONAL PERFORMANCE 6
TOLL ROADS 6
RAILS 10
AIRPORTS 13
CONSOLIDATED NET FINANCIAL RESULT. 17
INDEBTEDNESS 18
CAPEX AND MAINTENANCE 21
REGULATORY AND ESG THEMES 22
EXHIBIT I - IFRS 25
GROSS REVENUES (EXCLUDING CONSTRUCTION REVENUES) BY ASSET 25
NON-RECURRING EFFECTS 26
REVENUE FROM RAIL ASSETS 27
INCOME STATEMENT 29
BALANCE SHEET 30
CASH FLOW 31
EXHIBIT II - CONSOLIDATED WITH JOINTLY-OWNED SUBSIDIARIES 34
2Q25 RESULTS Message from the CEO of Motiva - Miguel SetasAt Motiva, we believe that mobility transforms lives. Our mission is to improve people's lives through solutions that connect, simplify, and drive development. The toll road upgrades, the improvement works carried out across our rail network, and the advances in our airport infrastructure represent more than just construction works - they reflect our commitment to mobility, safety, and the quality of life for our customers.
The second quarter of 2025 was marked by concrete progress in this direction. We invested R$1.8 billion during the period, representing a 9% increase over 2Q24 and a 31% increase over 1Q25. These investments are already positively impacting our customers' experience. On toll roads, highlights include the duplication of BR-101 and works at Serra das Araras, which reached 25% completion. On rails, we continued upgrading Lines 8 and 9, raising standards of safety and comfort. At airports, we made progress on the approval of several modernization projects, particularly at the Foz do Iguaçu and Londrina units, as part of Phase 1B of the 6th airport concession round.
These investments are underpinned by efficient, disciplined management. The OPEX (Cash)/Net Revenue¹ ratio reached 38% in the first six months of the year, signaling that we are on the right track to achieve our efficiency target. If this pace of productivity gains is sustained, we may be able to bring our 2026 target forward to 2025. Process digitalization and organizational redesign remain key drivers of this progress.
We took an important step for the Company and for society with the completion of the MSVia contractual optimization on May 22, a pioneering regulatory milestone. We also began toll collection at PRVias, strengthening our position in strategic, long-term assets. With the opportunity to operate this concession through 2055, we reaffirm our long-term commitment to management excellence and sustainable value creation, committed to our shareholders, customers, employees, and business partners. That is what drives us.
The financial performance this quarter reflects that consistency. On a comparable basis², Net Revenue rose 8%, Adjusted EBITDA grew 12%, and Net Income reached R$897 million (+235%), one of the highest figures in the Company's history. These results underscore the strength of Motiva's strategy, operations, and financial discipline.
We also made progress on our future agenda. We are leading the Coalition for the Decarbonization of Transport, an initiative bringing together more than 50 entities with the goal of cutting sector emissions by 70% by 2050. This is a meaningful contribution to the energy transition and to attracting green investments to Brazil.
We continue to be recognized for our culture and performance. We are included in B3's IDIVERSA and IGPTW indexes, were named one of the best companies for women to work for, and remain
2Q25 RESULTSamong the most innovative in the use of technology. These achievements further reinforce our
reputation and our commitment to responsible practices.
I would like to thank our employees, partners, customers, and shareholders for their trust and dedication. This quarter marks the beginning of a new chapter under the Motiva brand, now headquartered in our new offices in São Paulo. We remain committed to excellence in execution, innovation, and sustainable value creation for all our stakeholders.
Considers consolidated information with jointly-owned subsidiaries. For details of non-recurring effects, please refer to Exhibit I of the earnings release.
Excludes the effects of ViaOeste, Rota Sorocabana, and PRVias on Toll Roads, and Barcas on Rails.
Traffic Average Tariff¹ | ||||||
2Q24 | 2Q25 | Var. % | 2Q24 | 2Q25 | Var. % | |
Toll Roads | Vehicle Equivalents2 | Average Tariff¹ | ||||
AutoBAn | 79,170,670 | 80,392,130 | 1.5% | 11.3 11.9 | 5.1% | |
MSVia3 | 13,796,357 | 12,855,414 | -6.8% | 5.0 8.2 | 61.9% | |
RioSP | 42,170,173 | 43,445,583 | 3.0% | 7.6 7.9 | 4.4% | |
RodoAnel Oeste | 36,356,498 | 36,100,743 | -0.7% | 3.0 3.2 | 6.8% | |
SPVias | 17,800,291 | 18,666,030 | 4.9% | 14.3 15.0 | 4.8% | |
CCR ViaCosteira | 19,321,013 | 20,592,469 | 6.6% | 2.5 2.4 | -2.5% | |
ViaLagos | 2,115,343 | 2,113,994 | -0.1% | 22.9 24.0 | 5.1% | |
ViaOeste4 | 32,409,342 | - | n.m. | 9.2 - | n.m. | |
ViaSul | 18,993,619 | 23,297,651 | 22.7% | 4.9 5.5 | 11.9% | |
Sorocabana | - | 14,860,846 | n.m. | - 8.3 | n.m. | |
PRVias | - | 473,154 | n.m. | - 11.6 | n.m. | |
Consolidated IFRS5 | 294,542,647 | 252,798,011 | -14.2% | 7.3 8.6 | 17.8% | |
Total Comparable5,6 | 229,723,964 | 237,464,012 | 3.4% | 8.0 8.6 | 6.8% | |
Traffic | Average Tariff2 | |||||
1H24 | 1H25 | Var. % | 1H24 | 1H25 | Var. % | |
Toll Roads | Equivalent Vehicles1 | Average Tariff2 | ||||
AutoBAn | 155,271,915 | 157,325,240 | 1.3% | 11.3 11.9 | 5.1% | |
MSVia3 | 26,998,826 | 26,271,529 | -2.7% | 4.1 | 8.1 | 96.0% |
RioSP | 84,639,533 | 86,525,828 | 2.2% | 7.6 | 7.9 | 4.8% |
RodoAnel Oeste | 71,203,416 | 70,940,578 | -0.4% | 3.0 | 3.2 | 6.9% |
SPVias | 35,848,074 | 36,571,026 | 2.0% | 14.3 | 14.9 | 4.5% |
CCR ViaCosteira | 42,272,820 | 44,348,405 | 4.9% | 2.5 | 2.4 | -3.4% |
ViaLagos | 4,791,522 | 4,966,140 | 3.6% | 22.6 | 24.1 | 6.3% |
ViaOeste4 | 63,814,157 | 30,869,313 | -51.6% | 9.2 | 9.7 | 4.9% |
ViaSul | 46,979,638 | 52,581,964 | 11.9% | 5.4 | 5.5 | 2.2% |
Rota Sorocabana | - | 15,156,031 | n.m. | - | 8.3 | n.m. |
PRVias | - | 473,154 | n.m. | - | 11.6 | n.m. |
Consolidated IFRS5 | 595,634,057 | 556,898,517 | -6.5% | 7.2 | 8.1 | 12.0% |
Total Comparable5,6 | 468,005,744 | 479,530,707 | 2.5% | 7.9 | 8.5 | 7.0% |
Equivalent vehicles is a measure calculated by adding heavy vehicles (commercial vehicles such as trucks and buses) to light vehicles, multiplied by the number of axles charged. One light vehicle is equivalent to one axle of a heavy vehicle.
The average tariff for the toll road business is calculated by dividing toll revenue by the number of equivalent vehicles of each concessionaire.
Due to the signing of the amendment to hold a new bidding process for MSVia in June 2021, revenue now accounts for 47.3% of the collected amount, impacting both revenue and the calculation of the average tariff. After the signing of the Self-Composition Agreement on December 18, 2024, the revenue considered became 100% of the collected amount.
2Q25 RESULTSDue to the signing of the 26th Amendment and Modifying Instrument in June 2023 at ViaOeste, the revenue considered now acc ounts for 79.29% of the amount collected, impacting both revenue and the calculation of the average tariff. The concession agreement was terminated on March 29, 2025.
In the consolidated figures, traffic volume for ViaOeste, which only collects one-way tolls, is doubled to adjust it according to the concessionaires that have bidirectional toll collections. This procedure is based on the fact that one-way tolls already include round-trip costs.
For comparability purposes, the following concessions were excluded: (i) ViaOeste, whose contract ended on March 29, 2025; (ii) Rota Sorocabana, which began toll collection on March 30, 2025; and (iii) PRVias, which began toll collection on June 28, 2025.
2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % | |
Gross Revenue | 2,845,456 | 3,027,685 | 6.4% | 5,508,102 | 5,948,479 | 8.0% |
Toll Revenue | 2,139,329 | 2,162,153 | 1.1% | 4,294,235 | 4,495,755 | 4.7% |
Other Revenues | 54,732 | 24,568 | -55.1% | 125,271 | 53,714 | -57.1% |
(-) Construction Revenue | 651,395 | 840,964 | 29.1% | 1,088,596 | 1,399,010 | 28.5% |
Deductions from Revenue | (200,924) | (190,488) | -5.2% | (402,071) | (400,117) | -0.5% |
Net Revenue excluding Construction (a) | 1,993,137 | 1,996,233 | 0.2% | 4,017,435 | 4,149,352 | 3.3% |
Total Costs and Expenses (b+c+d) | (1,714,057) | (1,658,801) | -3.2% | (3,138,756) | (3,082,257) | -1.8% |
Cash Costs (b) | (712,103) | (461,240) | -35.2% | (1,364,948) | (994,107) | -27.2% |
Personnel | (120,540) | (98,208) | -18.5% | (244,050) | (191,900) | -21.4% |
Third-Party Services | (202,496) | (199,240) | -1.6% | (386,013) | (404,009) | 4.7% |
Concession Fees | (32,617) | (28,914) | -11.4% | (64,282) | (62,235) | -3.2% |
Other Costs and Expenses | (356,450) | (134,878) | -62.2% | (670,603) | (335,963) | -49.9% |
Non-Cash Costs (c) | (350,559) | (356,597) | 1.7% | (685,212) | (689,140) | 0.6% |
Depreciation, Amortization, and Impairment | (219,546) | (231,354) | 5.4% | (428,473) | (441,957) | 3.1% |
Provision for Maintenance | (97,735) | (93,878) | -3.9% | (190,186) | (182,542) | -4.0% |
Prepaid Concession Fees | (33,278) | (31,365) | -5.7% | (66,553) | (64,641) | -2.9% |
Construction Costs (d) | (651,395) | (840,964) | 29.1% | (1,088,596) | (1,399,010) | 28.5% |
Non-Recurring (e) | 216,634 | - | n.m. | 379,754 | 86,987 | -77.1% |
Adjusted EBITDA (a+b+e) | 1,497,668 | 1,534,993 | 2.5% | 3,032,241 | 3,242,232 | 6.9% |
Adjusted EBITDA Margin | 75.1% | 76.9% | 1.8 p.p. | 75.5% | 78.1% | 2.6 p.p. |
As presented in the demand chart above, comparable traffic of vehicle equivalents increased by
3.4% over the same quarter of the previous year.
For comparability purposes, the following concessions were excluded: (i) ViaOeste, whose contract ended on March 29, 2025; (ii) Rota Sorocabana, which began toll collection on March 30, 2025; and (iii) PRVias, which began toll collection on June 28, 2025.
2Q25 RESULTSComparable traffic of commercial vehicles grew by 2.0% in the quarter, reflecting the resilience
and diversification of the Company's portfolio. ViaSul (+18.5%) and ViaCosteira (+7.0%) were
standout performers, benefiting from a lower comparison base due to weather-related disruptions in Rio Grande do Sul throughout 2Q24.
In other areas, performance was impacted by fluctuations in agribusiness, affecting several units in the State of São Paulo as well as MSVia. Despite a record grain harvest (soybeans and corn), outflow volumes were highly volatile. There was also reduced movement of other agricultural commodities such as coffee, cotton and sugar.
Comparable passenger vehicle traffic rose by 5.4%, driven by increased tourist demand during the extended Easter/Tiradentes holiday in April. AutoBAn, SPVias, and RioSP were among the top performers, while ViaSul posted the strongest growth in the period (+29.8%), reflecting the normalization of demand following the weather-related impacts recorded in 2Q24.
Driven by better operational performance and tariff adjustments applied in the period, Toll Revenue grew by 1.1%. On the other hand, the Other Revenues line declined by 55.1%, mainly due to the sale of SAMM, which had a R$14 million impact, and the elimination of MSVia's financial asset remuneration revenue, following the signing of the Self-Composition Agreement in December 2024, totaling R$14 million. Therefore, the Net Revenue excluding Construction line increased by 0.2% in the period.
The main variations in Cash Costs are described below:
Personnel: The reduction was mainly due to the personnel demobilization at ViaOeste (R$28 million) arising from the termination of the concession agreement in March 2025. This quarter also saw a R$6 million reduction related to the sale of SAMM. Both effects were partially offset by personnel hiring for PRVias (R$3 million) and Rota Sorocabana (R$7 million).
Third-Party Services: The reduction was mainly explained by MSVia, as, following the conclusion of the bidding process, pavement maintenance expenses, of approximately R$31 million in 2Q24, began to be classified as investments. These effects were partially offset by increases at ViaOeste (R$15 million) and ViaSul (R$7 million), related to maintenance and signage expenses, in addition to contributions from Rota Sorocabana (R$4 million) and PRVias (R$3 million).
Concession Fees: The R$4 million reduction was largely due to the end of the ViaOeste contract (R$11 million), partially offset by the start of the Rota Sorocabana concession (R$6 million).
2Q25 RESULTSo
Other Costs and Expenses: The decrease was mainly related to construction costs at
ViaOeste, which totaled R$217 million in 2Q24 and did not recur in 2Q25, as those works
are now being capitalized due to the expected future economic benefits in the highway stretches formerly operated by ViaOeste and currently under Rota Sorocabana. There was also an inflow of approximately R$18 million at ViaSul related to insurance claims stemming from the heavy rains that hit Rio Grande do Sul during 2Q24. The reduction was partially offset by contributions from Rota Sorocabana (R$6 million) and PRVias (R$5 million).
The main variations in Non-Cash Costs are described below:
Depreciation, Amortization, and Impairment: The increase was driven by additions to the balance of intangible and fixed assets at AutoBAn, RioSP, and SPVias, reflecting the completion of works during the period, offset by the end of the ViaOeste contract and the sale of SAMM.
Provision for Maintenance: The reduction was mainly explained by a lower provision volume at AutoBAn, in the amount of R$40 million in 2Q25, versus R$58 million in 2Q24, partially offset by the increase at SPVias, in the amount of R$35 million, versus R$25 million in 2Q24.
Construction Costs: The rise was due to the investment schedule agreed with the Granting Authorities, in which we highlight (i) the increase by approximately R$115 million at ViaSul, relating to duplications and reconstruction of infrastructures lost in the climate catastrophe in May 2024, (ii) the increase by R$70 million at Rota Sorocabana, related to the initial pavement restoration and the implementation of free-flow tolling across the concession network, and (iii) the increase of R$51 million at PRVias, mainly related to the renovation of five toll plazas and initial pavement restoration.
In addition, we also detail the breakdown of Non-Recurring Costs: in Other Costs and Expenses, we highlight that ViaOeste contributed with R$217 million in 2Q24, aimed at improvement works that did not generate future economic benefits.
The breakdown, per concession, is provided in Exhibit I of the earnings release.
Traffic / Passengers | Average Tariff¹ | ||||||
2Q24 | 2Q25 | Var. % | 2Q24 | 2Q25 | Var. % | ||
Rails | Passengers Transported | Average Tariff | |||||
Barcas² | 3,349,822 | - | n.m. | 7.7 - n.m. | |||
Metrô Bahia | 29,612,823 | 29,013,666 | -2.0% | 3.5 3.6 4.5% | |||
ViaMobilidade - Lines 5 and 17 | 42,667,089 | 42,609,851 | -0.1% | 2.5 2.6 3.1% | |||
ViaMobilidade - Lines 8 and 9 | 59,009,167 | 59,826,198 | 1.4% | 3.7 3.8 4.5% | |||
ViaQuatro | 50,859,249 | 51,226,879 | 0.7% | 3.6 3.8 6.4% | |||
Integrated | 43,279,744 | 43,273,453 | 0.0% | - - n.m. | |||
Exclusive | 7,579,505 | 7,953,426 | 4.9% | - - n.m. | |||
VLT Carioca | 5,692,681 | 6,183,025 | 8.6% | 4.0 4.1 3.0% | |||
Consolidated IFRS | 191,190,831 | 188,859,619 | -1.2% | ||||
Total Comparable3 | 187,841,009 | 188,859,619 | 0.5% | ||||
Traffic / Passengers | Average Tariff¹ | ||||||
1H24 | 1H25 | Var. % | 1H24 | 1H25 | Var. % | ||
Rails | Passengers Transported | Average Tariff | |||||
Barcas² | 6,615,890 | 1,473,655 | -77.7% | 7.8 8.9 14.2% | |||
Metrô Bahia | 56,888,078 | 57,443,244 | 1.0% | 3.4 3.6 5.1% | |||
ViaMobilidade - Lines 5 and 17 | 81,876,560 | 83,011,968 | 1.4% | 2.5 2.6 2.9% | |||
ViaMobilidade - Lines 8 and 9 | 114,037,896 | 115,646,791 | 1.4% | 3.7 3.8 4.4% | |||
ViaQuatro | 97,257,040 | 99,683,910 | 2.5% | 3.6 3.8 5.7% | |||
Integrated | 82,713,412 | 83,886,275 | 1.4% | - - n.m. | |||
Exclusive | 14,543,628 | 15,797,635 | 8.6% | - - n.m. | |||
VLT Carioca | 10,365,469 | 12,434,946 | 20.0% | 4.0 4.1 3.0% | |||
Consolidated IFRS | 367,040,933 | 369,694,514 | 0.7% | ||||
Total Comparable3 | 360,425,043 | 368,220,859 | 2.2% | ||||
Rails
The average tariff for the rail business considers only tariff revenues and the number of passengers transported.
Considers the total number of passing passengers. The concession agreement was terminated on February 11, 2025, due to the end of its operating contract.
For comparability purposes, the effect of Barcas was excluded, as the contract ended on February 11, 2025.
2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % | |
Gross Revenue | 1,801,302 | 1,189,889 | -33.9% | 3,303,572 | 2,400,868 | -27.3% |
Tariff Revenue | 654,316 | 661,419 | 1.1% | 1,251,507 | 1,296,801 | 3.6% |
Mitigation Revenue | 98,359 | 124,550 | 26.6% | 224,184 | 256,480 | 14.4% |
Financial Asset Revenue | 213,187 | 183,622 | -13.9% | 407,018 | 381,844 | -6.2% |
Real Estate Revenue¹ | 15,845 | 21,175 | 33.6% | 30,965 | 42,757 | 38.1% |
Other² | 21,105 | 17,571 | -16.7% | 46,535 | 43,677 | -6.1% |
(-) Construction Revenue | 798,490 | 181,552 | -77.3% | 1,343,363 | 379,309 | -71.8% |
Deductions from Revenue | (9,240) | (11,288) | 22.2% | (16,988) | (23,827) | 40.3% |
Net Revenue excluding Construction (a) | 993,572 | 997,049 | 0.3% | 1,943,221 | 1,997,732 | 2.8% |
Total Costs and Expenses (b+c+d) | (1,372,708) | (657,166) | -52.1% | (2,472,871) | (1,385,351) | -44.0% |
Cash Costs (b) | (480,560) | (349,744) | -27.2% | (953,007) | (765,762) | -19.6% |
Personnel | (197,019) | (185,860) | -5.7% | (402,285) | (364,473) | -9.4% |
Third-Party Services | (101,282) | (115,400) | 13.9% | (208,352) | (204,160) | -2.0% |
Concession Fees | (2,721) | (1,472) | -45.9% | (4,131) | (3,088) | -25.2% |
Other Costs and Expenses | (179,538) | (47,012) | -73.8% | (338,239) | (194,041) | -42.6% |
Non-Cash Costs (c) | (93,658) | (125,870) | 34.4% | (176,501) | (240,280) | 36.1% |
Depreciation, Amortization, and Impairment | (93,658) | (125,870) | 34.4% | (176,501) | (240,280) | 36.1% |
Construction Costs (d) | (798,490) | (181,552) | -77.3% | (1,343,363) | (379,309) | -71.8% |
Non-Recurring (e) | - | (68,790) | n.m. | - | (68,790) | n.m. |
Adjusted EBITDA (a+b+e) | 513,012 | 578,515 | 12.8% | 990,214 | 1,163,180 | 17.5% |
Adjusted EBITDA Margin | 51.6% | 58.0% | 6.4 p.p. | 51.0% | 58.2% | 7.2 p.p. |
Considers revenue from real estate development of the remaining areas and retrofitting in the stations.
Ancillary revenue (R$21,085 thousand in 2Q24, R$17,571 thousand in 2Q25, R$46,485 thousand in 1H24, and R$43,460 thousand in 1H25) and revenue from related parties.
As presented in the demand chart above, comparable demand for rail assets increased by 0.5% over the same quarter of the previous year. It is worth noting that Barcas was excluded from the comparison due to the contract ending on February 11, 2025.
The main demand variations for the period were: (i) a 0.7% increase in units located in São Paulo, mainly reflecting higher office occupancy rates in areas served by ViaQuatro and ViaMobilidade - Lines 8 and 9; (ii) an 8.6% increase at VLT Carioca, driven by the ongoing consolidation of demand following the opening of the Gentileza Intermodal Terminal (TIG) on February 24, 2024; and (iii) a 2.0% decrease at Metrô Bahia, due to extended holidays in April (Easter and Tiradentes) and June (Corpus Christi and São João).
As a result of the increase in passenger flow and the tariff adjustments implemented, Tariff Revenue grew by 1.1%, while Other Revenues decreased by 16.7%, mainly due to the termination of the Barcas operating contract. The Real Estate Revenue line grew by 33.6%, due to higher occupancy rates with the opening of the malls at the Vila Sônia station (ViaQuatro), TIG (VLT Carioca), the Acesso Norte station and Acesso Norte Terminal (Metrô Bahia), as well as new commercial spaces at ViaMobilidade Lines - 8 and 9 (for more details, see the additional
2Q25 RESULTSrevenues section in Exhibit II). Therefore, the Net Revenue excluding Construction line
increased by 0.3% in the period.
The main variations in Cash Costs are described below:
Personnel: The reduction was mainly due to the decrease in headcount following the termination of the Barcas operating contract on February 11, 2025 (R$25 million). This effect was partially offset by the average annual collective bargaining agreement of 4.26% (R$8 million) applied in 2Q25.
Third-Party Services: The increase occurred mainly at ViaMobilidade - Lines 8 and 9, due to higher volumes of security and surveillance services (R$9 million) and cleaning services (R$2 million). Additionally, there was a R$4 million increase in rolling stock maintenance services at ViaMobilidade - Lines 5 and 17.
Other Costs and Expenses: The reduction resulted from the reversal of the contingency provision related to fines at ViaMobilidade - Lines 8 and 9, following the signing of the Amendment for the implementation of ETCS, of approximately R$69 million. At Barcas, the reduction was R$30 million due to the termination of the operating contract.
The main variations in Non-Cash Costs are described below:
Depreciation and Amortization: The increase was due to the balance addition to intangible assets, as a result of the new rolling inventory (new trains) and systems at ViaMobilidade - Lines 8 and 9.
Construction Costs: This line was mainly reduced due to lower investments (R$574 million) at ViaMobilidade - Lines 8 and 9 with the delivery of rolling inventory (new trains) in 2024. We also recorded lower investments, by around R$27 million at VLT Carioca, due to the completion of construction works at the Gentileza Intermodal Terminal (TIG) in February 2024.
As additional information, we provide a breakdown of the Non-Recurring line: In Other Costs and Expenses for 2Q25, the highlight was ViaMobilidade - Lines 8 and 9, due to the reversal of the contingency provision related to fines, of R$69 million, following the signing of the Amendment for the implementation of ETCS.
The breakdown, per concession, is provided in Exhibit I of the earnings release.
Traffic / Passengers | Average Tariff¹ | ||||||
2Q24 | 2Q25 | Var. % | 2Q24 | 2Q25 | Var. % | ||
Passengers² - Domestic | Passengers Boarded | Average Tariff¹ | |||||
Central Block (R$) | 1,839,165 | 2,133,307 | 16.0% | 44.0 | 46.8 | 6.2% | |
South Block (R$) | 2,654,785 | 2,886,534 | 8.7% | 43.9 | 46.1 | 5.0% | |
BH Airport (R$) | 2,802,169 | 3,149,292 | 12.4% | 30.6 | 31.9 | 4.0% | |
Curaçao (USD) | 65,753 | 111,332 | 69.3% | 26.7 | 17.1 | -36.0% | |
Total Domestic | 7,361,872 | 8,280,464 | 12.5% | ||||
Passengers² - International | Passengers Boarded | Average Tariff¹ | |||||
Aeris (USD) | 1,531,363 | 1,536,060 | 0.3% | 29.7 | 26.0 | -12.3% | |
Central Block (R$) | - | - | n.m. | - | - | n.m. | |
South Block (R$) | 53,510 | 42,609 | -20.4% | 75.6 | 82.3 | 8.9% | |
BH Airport (R$) | 122,821 | 119,049 | -3.1% | 54.3 | 56.4 | 3.9% | |
Curaçao (USD) | 429,315 | 470,418 | 9.6% | 60.1 | 48.4 | -19.5% | |
Total International | 2,137,009 | 2,168,137 | 1.5% | ||||
Consolidated | 9,498,881 | 10,448,601 | 10.0% | ||||
Traffic / Passengers | Average Tariff¹ | |||||
1H24 | 1H25 | Var. % | 1H24 | 1H25 | Var. % | |
Passengers² - Domestic | Passengers Boarded | Average Tariff¹ | ||||
Central Block (R$) | 3,685,646 | 3,951,799 | 7.2% | 42.6 | 45.7 | 7.3% |
South Block (R$) | 5,347,166 | 5,687,999 | 6.4% | 42.9 | 45.2 | 5.4% |
BH Airport (R$) | 5,376,183 | 6,196,481 | 15.3% | 30.5 | 31.8 | 4.1% |
Curaçao (USD) Total Domestic | 125,647 14,534,642 | 196,904 16,033,182 | 56.7% 10.3% | 26.5 | 14.0 | -47.2% |
Passengers² - International | Passengers Boarded | Average Tariff¹ | ||||
Aeris (USD) | 3,373,301 | 3,387,660 | 0.4% | 29.5 | 27.0 | -8.4% |
Central Block (R$) | 164 | 40 | -75.6% | - | - | n.m. |
South Block (R$) | 105,048 | 102,998 | -2.0% | 77.1 | 81.1 | 5.1% |
BH Airport (R$) | 242,237 | 238,430 | -1.6% | 54.1 | 56.3 | 4.1% |
Curaçao (USD) | 863,790 | 976,628 | 13.1% | 60.5 | 48.5 | -19.9% |
Total International | 4,584,540 | 4,705,757 | 2.6% | |||
Consolidated | 19,119,182 | 20,738,939 | 8.5% | |||
Airports
The average tariff for the airport business considers only tariff revenues and the number of passengers boarded. The average tariffs for BH airports and the Central and South Blocks are stated in Brazilian reais, while tariffs for the other airports are reported in U.S. dollars.
The number of passengers may vary due to the official availability of passenger data provided by the airlines to ANAC.
2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % | |
Gross Revenue | 892,978 | 689,953 | -22.7% | 1,675,032 | 1,426,463 | -14.8% |
Operating Revenue | 543,350 | 613,138 | 12.8% | 1,091,820 | 1,238,072 | 13.4% |
(-) Construction Revenue | 349,628 | 76,815 | -78.0% | 583,212 | 188,391 | -67.7% |
Deductions from Revenue | (41,410) | (48,702) | 17.6% | (82,560) | (97,655) | 18.3% |
Net Revenue excluding Construction (a) | 501,940 | 564,436 | 12.5% | 1,009,260 | 1,140,417 | 13.0% |
Total Costs and Expenses (b+c+d) | (692,302) | (431,230) | -37.7% | (1,249,765) | (795,647) | -36.3% |
Cash Costs (b) | (257,831) | (270,397) | 4.9% | (490,586) | (542,926) | 10.7% |
Personnel | (90,582) | (85,106) | -6.0% | (169,069) | (180,000) | 6.5% |
Third-Party Services | (99,430) | (108,593) | 9.2% | (188,333) | (205,629) | 9.2% |
Concession Fees / Obligations with the Granting Authority | (24,542) | (28,238) | 15.1% | (49,188) | (55,951) | 13.7% |
Other Costs and Expenses | (43,277) | (48,460) | 12.0% | (83,996) | (101,346) | 20.7% |
Non-Cash Costs (c) | (84,843) | (84,018) | -1.0% | (175,967) | (64,330) | -63.4% |
Depreciation, Amortization, and Impairment¹ | (84,843) | (84,018) | -1.0% | (175,967) | (64,330) | -63.4% |
Construction Costs (d) | (349,628) | (76,815) | -78.0% | (583,212) | (188,391) | -67.7% |
Non-Recurring (e) | - | - | n.m. | - | - | n.m. |
Adjusted EBITDA (a+b+e) | 244,109 | 294,039 | 20.5% | 518,674 | 597,491 | 15.2% |
Adjusted EBITDA Margin | 48.6% | 52.1% | 3.5 p.p. | 51.4% | 52.4% | 1.0 p.p. |
1. In 1H25, there was the non-recurring effect from the extension of the amortization period for Aeris' intangible assets to 2036, creating an impact of R$106 million.
According to the demand table above, the airport modality increased by 10.0%.
For international airports, Curaçao showed strong growth momentum driven by increased flight frequencies and connecting traffic from Venezuela, which redirected more flights to the airport. Aeris, in turn, recorded a lower growth pace, mainly related to the lower tourism flow from the USA, Canada, and Europe, due to the appreciation of the local currency against the U.S. dollar.
Among national airports, BH Airport continued to stand out with a 12.4% increase in domestic traffic, fueled by a combination of incentives and discounts from the State of Minas Gerais on aviation fuel (QAV), encouraging expanded flight offerings and a continuous rise in load factor. The growth in the South and Central Blocks was due to the increase in flight occupancy and higher seat availability. These results stem from strategic initiatives led by Motiva, in partnership with airlines, focused on the development of routes and destinations.
The solid operational performance and tariff adjustments implemented between the periods contributed positively to the 12.5% increase in Net Revenue excluding Construction.
The main variations in Cash Costs are described below:
2Q25 RESULTSo
Personnel: The reduction was mainly due to a smaller workforce at the airport platform
holding company (CPC), resulting in savings of approximately R$3 million. Additionally, Curaçao contributed R$1 million to this reduction, reflecting the Voluntary Termination Plan (VTP) initiated in 3Q24.
Third-Party Services: The increase occurred: (i) at BH Airport and the South Block (R$2 million each), due to higher volumes of system and equipment maintenance services; (ii) at the Central Block (R$3 million), resulting from contractual adjustments with suppliers; and (iii) in Curaçao (R$3 million), driven by the prioritization of outsourcing operational services to better adapt staffing during peak periods.
Concession Fees/Obligations with the Granting Authority: The increase was mainly due to higher airport revenue in Curaçao and BH Airport, with impacts of R$2 million and R$1 million, respectively.
Other Costs and Expenses: The increase was due to a higher volume related to management software at Aeris, of R$4 million.
The main variations in Non-Cash Costs are described below:
Construction Costs: The reduction was mainly due to a lower volume of improvement works at boarding terminals and infrastructure and operational improvements at the airports in the South and Central Blocks, in the amounts of R$182 million and R$92 million, respectively.
Depreciation and Amortization: The reduction reflects the extension of the amortization period for Aeris's intangible assets to 2036, with a R$14 million impact, offset by the capitalization of investments related to Phase 1B in the South and Central Blocks, of R$7 million and R$3 million, respectively.
The breakdown, per concession, is provided in Exhibit I of the earnings release.
2Q25 RESULTS Other - Holdings and CSCAt the Holdings, the main variations were: (i) in the Personnel line, with an increase due to the
adjustment of the engineering team in response to newly acquired assets (R$22 million), in addition to an average annual collective bargaining agreement of 5.19% (+R$12 million); and (ii) in the Third-Party Services line, with an increase of approximately R$20 million related to consulting and studies for new business opportunities, as well as strategic advisory services.
Consolidated Adjusted EBITDAAdjusted EBITDA¹ (R$ Million) | 2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % |
Toll Roads | 1,498 | 1,535 | 2.5% | 3,032 | 3,242 | 6.9% |
Adjusted EBITDA Margin - Toll Roads | 75.1% | 76.9% | 1.8 p.p. | 75.5% | 78.1% | 2.6 p.p. |
Mobility | 513 | 579 | 12.8% | 990 | 1,163 | 17.5% |
Adjusted EBITDA Margin - Mobility | 51.6% | 58.0% | 6.4 p.p. | 51.0% | 58.2% | 7.2 p.p. |
Airports | 244 | 294 | 20.5% | 519 | 597 | 15.2% |
Adjusted EBITDA Margin - Airports | 48.6% | 52.1% | 3.5 p.p. | 51.4% | 52.4% | 1.0 p.p. |
Other | (246) | (313) | 27.4% | (466) | (553) | 18.7% |
Consolidated Adjusted EBITDA | 2,009 | 2,094 | 4.2% | 4,075 | 4,450 | 9.2% |
Consolidated Adjusted EBITDA Margin | 57.6% | 58.8% | 1.2 p.p. | 58.5% | 61.0% | 2.5 p.p. |
1. Excludes non-recurring effects.
Share in Adjusted EBITDA¹ by PlatformRodovias
Rails
Airports
64%
24%
12%
Does not consider the line Others - Holdings, CSC.
Financial Result (R$ Million) | 2Q24 | 2Q25 | Var. % | 1H24 | 1H25 | Var. % |
Net Financial Result | (748) | (986) | 31.9% | (1,538) | (2,004) | 30.3% |
Income on Financial Investments and Other Revenues | 164 | 212 | 29.0% | 347 | 430 | 23.7% |
Capitalization of Costs on Loans | 107 | 183 | 70.1% | 228 | 363 | 59.1% |
Interest on Loans, Financing, Debentures, and Commercial Notes | (706) | (884) | 25.3% | (1,417) | (1,701) | 20.0% |
Result from Hedge Operation and Fair Value | (1) | (51) | n.m. | 14 | (32) | n.m. |
Monetary Variation | (176) | (367) | 108.5% | (453) | (831) | 83.4% |
Other Financial Income and Expenses¹ | (136) | (79) | -41.9% | (257) | (233) | -9.2% |
Other includes: commissions, fees, taxes, fines, interest on taxes, exchange rate variations, and others.
The main reasons for the variations reported in 2Q25 are:
Income on Financial Investments and Other Income increased, mainly due to a higher average annual CDI rate, by 3.96 p.p. between the comparison periods.
The Capitalization of Costs on Loans line increased, mainly due to higher capitalization volumes at RioSP (R$49 million), Rota Sorocabana (R$48 million), ViaSul (R$22 million), and PRVias (R$9 million), partially offset by lower capitalization volumes at ViaMobilidade - Lines 8 and 9 (R$38 million) and the South Block (R$13 million), resulting from investments in assets.
Interest on Loans, Financing, Debentures, and Commercial Notes increased mainly due to the Company's gross debt level, which was 24.8% higher than in 2Q24, in addition to the rise in the average annual CDI rate, by 3.96 p.p. between the comparison periods.
The variation in the Income from Hedge Operation and Fair Value line reflects the fair value of financing obtained by (i) ViaMobilidade - Lines 5 and 17 in April 2020; (ii) Via Lagos in June 2023;
(iii) the Holding company in December 2020, June 2021, and February 2022; (iv) Rota Sorocabana in March 2025; and (v) PRVias in February 2025, as well as by the fair value calculation of the related swaps.
The increase in the Monetary Variations line was mainly due to: (i) monetary variations on loans, financing, and debentures, with an impact of R$109 million, as a result of the 36.8% increase in IPCA-linked debt, partially offset by a 0.12 p.p. decrease in the IPCA between the comparative periods; and (ii) monetary variation related to the Granting Authority at BH Airport, with an increase of R$73 million between periods, due to the signing of an Amendment related to the reprofiling of 50% of the 2021 concession fee payment, which allowed for the rescheduling of
2Q25 RESULTSfixed contributions between 2036 and 2044. There was also an increase of R$9 million due to the
higher monetary variation (IPCA) on the concession, totaling 1.25% versus 1.00%, as observed
between March and May of each period.
The increase in Other Financial Income and Expenses is mainly explained by the elimination of the monetary restatement of the tariff surplus and the TAC at MSVia, in the approximate amount of R$24 million in 2Q24, which did not recur in 2Q25 due to the signing of the self-composition agreement in December 2024. Also in 2Q24, there were interest and fine payments totaling R$11 million related to the resolution of tax proceedings at AutoBAn. In 2Q25, there were effects at BH Airport totaling approximately R$7 million, due to the signing of the Amendment related to the reprofiling of the concession, including: (i) reversal of interest and fines in the amount of R$31 million, and (ii) an increase of R$25 million in the Present Value Adjustment of the Fixed Concession.
IndebtednessDisbursements in the Quarter
In 2Q25, disbursements occurred as shown in the table below:
Company
Issue
Amount (R$ Million)
Debt
Cost
Maturity
Motiva Jun/25 1,320 18th Debentures Issue CDI + 0.57% May/30
VLT May/25 76 4th Commercial Note Issue CDI + 0.32% May/26
ViaSul Jun/25 33 FINEM (BNDES) IPCA + 4.60% Dec/44
1 Apr/25 29 FINEM (BNDES) IPCA + 8.25% Oct/47
ViaSul Jun/25 22 FINEM (BNDES) IPCA + 7.78% Dec/43
Total
1,480
Below is a description of the use of proceeds:
Motiva: to reinforce cash;
VLT: to settle the 3rd Commercial Note issue;
ViaSul and South Block: to reinforce cash for investments;
Indebtedness Performance | |||
(R$ Million) | Jun/24 | Mar/25 | Jun/25 |
Gross Debt¹ - Consolidated | 31,233 | 37,648 | 38,966 |
Toll Roads | 9,786 | 14,796 | 14,639 |
Rails | 10,833 | 11,762 | 11,778 |
Airports | 5,083 | 5,971 | 5,946 |
Other² | 5,531 | 5,119 | 6,603 |
Cash, Cash Equivalents, and Financial Investments³ - Consolidated | 6,372 | 6,598 | 6,679 |
Toll Roads | 2,041 | 4,097 | 3,206 |
Rails | 1,743 | 914 | 934 |
Airports | 1,181 | 1,100 | 1,035 |
Other² | 1,407 | 487 | 1,505 |
Net Balance of Derivatives Receivable (Payable) - Consolidated | (9) | (115) | (18) |
Net Debt - Consolidated | 24,870 | 31,165 | 32,305 |
Net Debt - Holding Company | 4,091 | 4,673 | 5,101 |
Gross debt excludes transaction costs incurred during the structuring of the respective financial instruments, when measured at amortized cost.
Unallocated (Holding Companies).
Considers current asset values only.
The Indebtedness Performance already reflects funding for Rota Sorocabana (R$2.1 billion) and PRVias (R$1 billion), which contributed to the increase in the Company's leverage. However, the contribution to EBITDA will gradually occur with the evolution of these operations and will naturally offset the increase in the Company's leverage.
Consolidated Debt Breakdown¹
TJLP + (0.0% - 4.0% p.a.); IPCA + (4.59% - 8.25% p.a.)
BNDES
Average Cost (% per annum)
Debt Breakdown (R$ Million)
BNB IPCA + (2.28% - 2.79% p.a.)
Debentures, CCB, and Others CDI + (0.0151% - 3.75% p.a.)
Debentures IPCA + (4.25% - 7.25% p.a.)
USD 4.2% p.a. - 12% p.a., SOFR + 4.60% p.a.
Other 6.14% p.a. - 9.76% p.a.
The amounts are not deducted from transaction costs and are measured at amortized cost.
Debt Breakdown by Index¹
540; 1% 651; 2%
7,157;
18%
19,549;
49%
11,653;
30%
540; 1%
5,614;
14%
15,658;
40%
17,580;
45%
Unhedged
Hedged
Amounts in R$ Million and as a % of the Company's total debt.
Amortization Schedule¹
37%
3%
3%
8%
10%
9%
12%
6%
4%
5%
3%
14,635
4,737
3,263
3,999
3,569
2,342
1,001
990
1,662
2,030
1,322
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 A partir
de 2035
The amounts are not deducted from transaction costs and are measured at amortized cost.
The consolidated amortization schedule shows the Company's long-term debt profile. Nearly 50% of amortization will begin to mature in 2032, approximately 6 p.p. higher than in the same period of the previous year.
As additional information, on June 30, 2025, the net exposure referring to the supply of equipment in foreign currency (U.S. dollar equivalent) in the short term, of companies from the Toll Roads, Airports, and Rails Platforms, whose revenue sources are in Brazilian reais, totaled US$16.3 million, in line with the Company's financial policy.
2Q25 RESULTS CAPEX and MaintenanceIn 2Q25, investments (including those to be received as financial assets) and maintenance reached R$1,779 million. Considering the investments carried out by ViaOeste in the construction of improvement works that do not generate future economic benefit, of R$87 million, totaled R$3,137 million in 1H25, an increase of 9% over 1H24.
Intangible and Fixed Assets | Performed Maintenance | Total | ||||
R$ Million (100%) | Improvements, Equipment, Financial Assets¹, and Others | Maintenance Costs | ||||
2Q25 | 1H25 | 2Q25 | 1H25 | 2Q25 | 1H25 | |
AutoBAn | 24 | 41 | 195 | 321 | 219 | 362 |
ViaLagos | 1 | 2 | - | - | 1 | 2 |
RodoAnel Oeste | 16 | 25 | - | - | 16 | 25 |
SPVias | 13 | 25 | 21 | 36 | 34 | 61 |
MSVia | 25 | 27 | - | - | 25 | 27 |
ViaSul | 282 | 482 | - | - | 282 | 482 |
ViaCosteira | 109 | 169 | - | - | 109 | 169 |
RioSP | 350 | 724 | - | - | 350 | 724 |
ViaOeste2 | 161 | 161 | - | - | 161 | 161 |
Rota Sorocabana | 108 | 149 | - | - | 108 | 149 |
PRVias | 94 | 139 | - | - | 94 | 139 |
Toll Roads | 1,183 | 1,944 | 216 | 357 | 1,399 | 2,301 |
ViaQuatro | 8 | 18 | - | - | 8 | 18 |
ViaMobilidade -Lines 5 and 17 | 19 | 37 | - | - | 19 | 37 |
Metrô Bahia | 16 | 33 | - | - | 16 | 33 |
VLT Carioca | 12 | 18 | - | - | 12 | 18 |
ViaMobilidade -Lines 8 and 9 | 143 | 304 | - | - | 143 | 304 |
Rails | 198 | 410 | - | - | 198 | 410 |
BH Airport | 56 | 59 | - | - | 56 | 59 |
Aeris | 22 | 51 | - | - | 22 | 51 |
Curaçao | 19 | 24 | - | - | 19 | 24 |
Central Block | 23 | 67 | - | - | 23 | 67 |
South Block | 36 | 93 | - | - | 36 | 93 |
Pampulha | 8 | 12 | - | - | 8 | 12 |
Airports | 164 | 306 | - | - | 164 | 306 |
Other3 | 18 | 33 | - | - | 18 | 33 |
Consolidated | 1,563 | 2,693 | 216 | 357 | 1,779 | 3,050 |
ViaOeste4 | - | 87 | - | - | - | 87 |
Consolidated + ViaOeste | 1,563 | 2,780 | 216 | 357 | 1,779 | 3,137 |
The investments made by the concessionaires, which will be received by the Granting Authorities as monetary consideration or contribution, are part of the financial assets.
Improvement works classified as CAPEX, due to the future economic benefits in the highway segments previously managed by ViaOeste and currently by Rota Sorocabana.
Includes Holding Company, CPC, and Eliminations.
Considers improvement works (R$87 million) that do not generate future economic benefit and, therefore, were recorded as costs when incurred.
The concessionaires which most invested in the quarter were RioSP, ViaSul, and AutoBAn. The details of the investments were already presented for each business in the Construction Cost line.
Regulatory Matters and Other Material FactsMSVia - Outcome of the Bidding Process
On May 22, 2025, it was declared that Motiva would retain control of MSVia due to the absence of any economic proposals. With the announcement of the result of the Bidding Process, an amendment will be signed to optimize the Concession Agreement to 2054, ensuring the continued provision of public service on BR-163/MS.
ViaMobilidade - Lines 8 and 9 - Implementation of ETCS
On May 29, 2025, an Amendment was signed to provide for the replacement of the signaling system on Lines 8 - Diamond and 9 - Emerald with the European Train Control System - Level
2 (ETCS-N2) technology. The additional investment will be rebalanced in favor of the concessionaire and reimbursed through (i) non-litigious settlement of fines; (ii) waiver of investment obligations; and (iii) cash payments by the Granting Authority.
Additionally, the Concessionaire will be responsible for preparing studies and projects for the construction of a railway viaduct between CEASA Station (Line 9) and Imperatriz Leopoldina Station (Line 8), the cost of which will be reimbursed and may later be incorporated into the concession agreement.
PRVias - Start of Operations
On April 11, 2025, the concession agreement of PRVias for the operation of the highway system (PR3) was signed. The operation and management of the concession began at midnight on May 16, 2025. Collection started at midnight on June 28, 2025.
2Q25 RESULTSBH Airport - Amendment
On June 17, 2025, an Amendment to the concession agreement between BH Airport and ANAC
was signed to allow the rescheduling of fixed concession fee payments. The amendment established an increase of approximately R$67 million in concession obligations, to be distributed in installments from 2036 to 2044, in addition to the reversal of interest and fines accrued in previous periods.
For more details, see Note 1.1 of the Quarterly Information.
In 2Q25, Motiva intensified its Sustainability strategy by holding the second meeting of its Strategic Sustainability Committee. As part of its communication and engagement plan, the company delivered a training session for senior management on Brazil's Carbon Market, reinforcing its commitment to leading the mobility sector with a focus on sustainable value creation. These initiatives reflect the Company's alignment with responsible environmental practices and its pursuit of a leading role in the transition to a low-carbon economy.
Another highlight of the quarter was Motiva's participation in the 5th edition of the "Brazil on the Road to COP30" event, where it presented, in partnership with the Transport Coalition, a study outlining the sector's emissions outlook through 2050 and identifying the key levers for decarbonization. This initiative, driven by Brazil's updated Nationally Determined Contribution (NDC) and the Climate Plan, was shared in key forums such as the Brazil Climate Investment, in São Paulo, and the Climate Investment Summit, part of the London Climate Action Week, reinforcing Motiva's strategic role in the national and international climate agenda.
In 2Q25, Motiva made significant progress in its Diversity, Equity, and Inclusion (DEI) agenda with the launch of the Affinity Groups under its Pertencer Program. In partnership with the Diversity Committee, the company held meetings to define each group's "Motivating Projects", to be implemented between 2025 and 2026. All six groups held their first meetings, led by elected representatives, focusing on aligning expectations and planning upcoming actions, reinforcing Motiva's commitment to inclusion and to strengthening its employer brand.
Motiva also carried out initiatives to raise awareness and celebrate diversity. In May, it celebrated Family Month with live talks on different family structures, featuring psychoanalyst Vera Iaconelli. In June, during Pride Month (LGBTQIAPN+), Motiva held training sessions with consultant JP Polo and hosted internal discussion circles to foster respect, open dialogue, and psychological safety. These efforts reflect a strategic and intentional approach to building a more inclusive, diverse, and equality-driven organizational culture.
2Q25 RESULTS Social ResponsibilityIn 2Q25, Motiva, through its Institute, reaffirmed its commitment to culture and education in Brazil. It launched the Nature-Based Schools Program, announced at TEDx Amazônia, which offers a free course, educational materials, a R$500 thousand award for innovative ideas, and technical support for schools. Also in 2Q25, the company renamed the auditorium at the Júlio Prestes Complex to Estação Motiva Cultural, now home to an annual program of artistic and educational events. Motiva was also an official partner of the Feira do Livro (Book Fair), where it hosted the Espaço Motiva, featuring 50 literary panels, 120 guest speakers, and free transportation services that brought 4,564 people to the event.
As part of its volunteering program, Motiva carried out 18 activities during Environment Week, benefiting over 10,000 people. The Flip+ Motiva short story contest attracted more than 600 submissions and was promoted on trains and subways in São Paulo, Rio de Janeiro, and Salvador. The initiative also included writing workshops in partnership with Manas Escritas and letter-writing workshops with the Museum of the Portuguese Language. Photography workshops were also held in partnership with co.liga at the Pinheiros and Barra Funda stations in São Paulo.
About Motiva: the largest mobility infrastructure company in Brazil, operates in the Toll Road, Rails, and Airport segments. It operates 37 assets in 13 Brazilian states and has more than 16,000 employees. The Company is responsible for the management and maintenance of 4,475 kilometers of toll roads, providing 3,600 services a day. Its rail platform, which manages subways, trains, and VLT Carioca, transports 750 million passengers a day. In airports, with 17 units in Brazil and three abroad, it serves roughly 45 million customers every year. The Company has been listed on B3's sustainability index for 14 years.
In 2025, the company will complete 26 years of history and is recognized in the domestic and international markets, mainly for its strict governance and compliance criteria. It was the first company to go public in the Novo Mercado listing segment of B3, with 49.43% of its shares floating in the market. In addition to IBOV, the Company's shares are also listed in ISE (Corporate Sustainability Index), ICO2 (Carbon Efficient Index), IGC (Special Corporate Governance Stock Index), IDIVERSA (Diversity Index), IGPTW (Great Place to Work Index), IBrX-50 (Brazil Index 50), IBrX-100 (Brazil Index 100), and MSCI Latin America.
2Q25 RESULTS Exhibit 1 - IFRSGross Revenues (excluding Construction Revenues) by Asset
Gross Revenue - Tolls (R$ '000) | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
AutoBAn | 898,093 | 958,814 | 6.8% | 1,760,701 | 1,875,531 | 6.5% |
ViaOeste | 298,005 | - | n.m. | 587,256 | 298,051 | -49.2% |
RioSP | 320,082 | 344,205 | 7.5% | 640,246 | 685,843 | 7.1% |
SPVias | 254,046 | 279,264 | 9.9% | 512,199 | 546,102 | 6.6% |
ViaSul | 93,562 | 128,428 | 37.3% | 253,528 | 289,952 | 14.4% |
RodoAnel Oeste | 109,692 | 116,366 | 6.1% | 214,651 | 228,573 | 6.5% |
ViaCosteira | 47,850 | 49,699 | 3.9% | 105,377 | 106,829 | 1.4% |
ViaLagos | 48,410 | 50,831 | 5.0% | 108,402 | 119,437 | 10.2% |
MSVia | 69,589 | 104,998 | 50.9% | 111,875 | 213,406 | 90.8% |
Rota Sorocabana | - | 124,038 | n.m. | - | 126,521 | n.m. |
PRVias | - | 5,510 | n.m. | - | 5,510 | n.m. |
Total Gross Revenue - Tolls | 2,139,329 | 2,162,153 | 1.1% | 4,294,235 | 4,495,755 | 4.7% |
% Total Revenue | 38.6% | 44.0% | 5.4 p.p. | 40.9% | 45.9% | 5.0 p.p. |
% AVI | 78.9% | 83.7% | 6.0 p.p. | 76.5% | 82.2% | 5.7 p.p. |
Gross Revenue - Railway/Waterway (R$ '000) | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
ViaQuatro | 211,891 | 243,604 | 15.0% | 410,993 | 470,750 | 14.5% |
Metrô Bahia | 139,883 | 150,265 | 7.4% | 279,907 | 296,351 | 5.9% |
ViaMobilidade - Lines 8 and 9 | 216,595 | 228,856 | 5.7% | 423,877 | 449,720 | 6.1% |
ViaMobilidade - Lines 5 and 17 | 135,890 | 137,819 | 1.4% | 268,213 | 274,218 | 2.2% |
VLT Carioca | 22,711 | 25,425 | 12.0% | 41,262 | 50,933 | 23.4% |
Barcas | 25,705 | - | n.m. | 51,439 | 11,309 | -78.0% |
Total Gross Revenue - Railways | 752,675 | 785,969 | 4.4% | 1,475,691 | 1,553,281 | 5.3% |
% Total Revenue | 13.6% | 16.0% | 2.4 p.p. | 14.1% | 15.9% | 1.8 p.p. |
Gross Revenue - Airports (R$ '000) | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Curaçao | 75,231 | 77,428 | 2.9% | 150,005 | 155,173 | 3.4% |
BH Airport | 112,643 | 135,898 | 20.6% | 218,318 | 268,888 | 23.2% |
Aeris | 99,641 | 92,207 | -7.5% | 212,360 | 218,275 | 2.8% |
South Block | 146,251 | 172,279 | 17.8% | 290,675 | 343,176 | 18.1% |
Central Block | 77,160 | 92,029 | 19.3% | 150,614 | 172,491 | 14.5% |
Pampulha | 8,673 | 9,216 | 6.3% | 17,785 | 18,415 | 3.5% |
Total Gross Revenue - Airports | 519,599 | 579,057 | 11.4% | 1,039,757 | 1,176,418 | 13.1% |
% Total Revenue | 9.4% | 11.8% | 2.4 p.p. | 9.9% | 12.0% | 2.1 p.p. |
Gross Revenue - Construction | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Total | 1,799,513 | 1,099,331 | -38.9% | 3,015,171 | 1,966,710 | -34.8% |
% Total Revenue | 32.5% | 22.4% | -10,1p.p. | 28.7% | 20.1% | - 8.6 p.p. |
Other Gross Revenue | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Total Gross Revenue - Other | 330,608 | 288,673 | -12.7% | 664,134 | 592,481 | -10.8% |
% Total Revenue | 6.0% | 5.9% | - 0.1 p.p. | 6.3% | 6.1% | - 0.3 p.p. |
Total Gross Revenue | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Total (with Construction Revenue) | 5,541,724 | 4,915,183 | -11.3% | 10,488,988 | 9,784,645 | -6.7% |
Airport Revenue Mix in the Quarter
Quito
San Jose
Curaçao
BH Airport
South Block
Central Block
Pampulha
27%
73%
30%
70%
27%
73%
51%
49%
25%
75%
31%
69%
37%
63%
Non-Recurring Effects
Net Revenue | |||||
R$ Million | 2Q24 | 2Q25 | 1H24 | 1H25 | Comments |
Consolidated Net Revenue | 3,488 | 3,563 | 6,966 | 7,291 | |
(-) Non-Recurring | - | - | - | - | |
Adjusted Net Revenue | 3,488 | 3,563 | 6,966 | 7,291 | |
Adjusted EBITDA | |||||
R$ Million | 2Q24 | 2Q25 | 1H24 | 1H25 | Comments |
EBITDA | 1,703 | 2,120 | 3,541 | 4,337 | |
(+) Provision for Maintenance | 98 | 94 | 190 | 183 | |
(+) Recognition of Prepaid Expenses | 33 | 31 | 67 | 65 | |
(-) Equity Pick-up | (59) | (69) | (117) | (144) | |
(-) Share of Non-controlling Shareholders | 17 | (13) | 14 | (9) | |
(-) Non-Recurring | 217 | (69) | 380 | 18 | |
ViaMobilidade - Lines 8 and 9 | - | 69 | - | 69 | Reversal - contingency for fines |
ViaOeste | (217) | - | (380) | (87) | Improvement works that do not generate future economic benefit |
Adjusted EBITDA | 2,009 | 2,094 | 4,075 | 4,450 | |
Net Income | |||||
R$ Million | 2Q24 | 2Q25 | 1H24 | 1H25 | Comments |
Consolidated Net Income (Loss) | 268 | 897 | 609 | 1,442 | |
(-) Non-Recurring¹ | 143 | (500) | 251 | (504) | |
BH Airport | - | 17 | - | 17 | Concession fee reprofiling |
MSVia | - | (480) | - | (480) | Creation of Deferred |
ViaMobilidade - Lines 8 and 9 | - | (36) | - | (36) | Reversal - contingency for fines |
ViaOeste | 143 | - | 251 | 57 | Improvement works that do not generate future economic benefit |
Aeris | - | - | - | (63) | D&A adjustment due to extension |
Adjusted Net Income | 411 | 398 | 859 | 937 | |
1. Non-recurring effects are net of income tax and social contribution (IRPJ and CSLL).
ViaQuatro Metrô Bahia | ||||||||||||
Gross Revenue | 2Q24 2Q25 Var.% 1H24 | 1H25 | Var.% | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% | |||
Railway Revenue | 211,891 | 243,604 | 15.0% | 410,993 | 470,750 | 14.5% | 139,883 | 150,265 | 7.4% | 279,907 | 296,351 | 5.9% |
Mitigation Revenue | 28,335 | 47,043 | 66.0% | 59,493 | 90,362 | 51.9% | 36,937 | 44,714 | 21.1% | 87,240 | 91,964 | 5.4% |
Tariff Revenue | 183,556 | 196,561 | 7.1% | 351,500 | 380,388 | 8.2% | 102,946 | 105,551 | 2.5% | 192,667 | 204,387 | 6.1% |
Ancillary Revenue | 14,960 | 16,739 | 11.9% | 34,970 | 39,310 | 12.4% | 4,020 | 4,658 | 15.9% | 9,324 | 11,139 | 19.5% |
Financial Asset | 63,958 | 7,133 | -88.8% | 91,858 | 47,731 | -48.0% | 99,566 | 101,227 | 1.7% | 199,059 | 207,905 | 4.4% |
Other | 409 | 373 | -8.8% | 492 | 727 | 47.8% | - | - | n.m. | - | - | n.m. |
Total Gross Revenue | 291,218 | 267,849 | -8.0% | 538,313 | 558,518 | 3.8% | 243,469 | 256,150 | 5.2% | 488,290 | 515,395 | 5.6% |
VLT Carioca | ViaMobilidade - Lines 5 and 17 | |||||||||||
Gross Revenue | 2Q24 2Q25 Var.% 1H24 | 1H25 Var.% | 2Q24 2Q25 Var.% | 1H24 1H25 | Var.% | |||||||
Railway Revenue | 22,711 | 25,425 | 12.0% | 41,262 | 50,933 | 23.4% | 135,890 | 137,819 | 1.4% | 268,213 | 274,218 | 2.2% |
Mitigation Revenue | - | - | n.m. | - | - | n.m. | 29,623 | 28,363 | -4.3% | 64,696 | 62,010 | -4.2% |
Tariff Revenue | 22,711 | 25,425 | 12.0% | 41,262 | 50,933 | 23.4% | 106,267 | 109,456 | 3.0% | 203,517 | 212,208 | 4.3% |
Ancillary Revenue | 3,425 | 4,156 | 21.3% | 7,035 | 8,958 | 27.3% | 8,834 | 9,219 | 4.4% | 17,336 | 18,642 | 7.5% |
Financial Asset | 45,677 | 72,894 | 59.6% | 99,810 | 122,906 | 23.1% | 2,638 | 2,368 | -10.2% | 10,567 | 3,302 | -68.8% |
Other | - | - | n.m. | - | - | n.m. | 351 | 505 | 43.9% | 468 | 1,185 | 153.2% |
Total Gross Revenue | 71,813 | 102,475 | 42.7% | 148,107 | 182,797 | 23.4% | 147,713 | 149,911 | 1.5% | 296,584 | 297,347 | 0.3% |
ViaMobilidade - Lines 8 and 9 | Barcas | |||||||||||
Gross Revenue | 2Q24 2Q25 Var.% 1H24 | 1H25 Var.% | 2Q24 2Q25 Var.% | 1H24 1H25 | Var.% | |||||||
Railway Revenue | 216,595 | 228,856 | 5.7% | 423,877 | 449,720 | 6.1% | 25,705 | - | n.m. | 51,439 11,309 | -78.0% | |
Mitigation Revenue | 3,464 | 4,430 | 27.9% | 12,755 | 12,144 | -4.8% | - | - | n.m. | - - | n.m. | |
Tariff Revenue | 213,131 | 224,426 | 5.3% | 411,122 | 437,576 | 6.4% | 25,705 | - | n.m. | 51,439 11,309 | -78.0% | |
Ancillary Revenue | 2,462 | 3,974 | 61.4% | 4,573 | 7,609 | 66.4% | 3,229 | - | n.m. | 4,212 559 | -86.7% | |
Financial Asset | - | - | n.m. | - | - | n.m. | 1,348 | - | n.m. | 5,724 - | n.m. | |
Other | - | 92 | n.m. | - | 196 | n.m. | 550 | - | n.m. | 967 217 | -77.6% | |
Total Gross Revenue | 219,057 | 232,922 | 6.3% | 428,450 | 457,525 | 6.8% | 30,832 | - | n.m. | 62,342 12,085 | -80.6% | |
1. Does not consider effects from eliminations. | ||||||||||||
EBITDA Reconciliation (R$ Million) | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Net Income | 268 | 897 | 234.9% | 609 | 1,442 | 136.9% |
(+) Income Tax and Social Contribution | 272 | (222) | n.m. | 581 | 111 | -80.8% |
(+) Net Financial Result 748 986 31.9% 1,538 2,004 30.3%
(+) Depreciation and Amortization | 415 | 458 | 10.5% | 813 | 780 | -4.2% |
EBITDA (1) | 1,703 | 2,120 | 24.5% | 3,541 | 4,337 | 22.5% |
EBITDA Margin (1) | 32.2% | 45.5% | 13.3 p.p. | 35.5% | 46.8% | 11.4 p.p. |
(+) Prepaid Expenses (2) | 33 | 31 | -5.7% | 67 | 65 | -3.0% |
(+) Provision for Maintenance (3) | 98 | 94 | -3.9% | 190 | 183 | -4.0% |
Equity Pick-up | (59) | (69) | 17.6% | (117) | (144) | 23.4% |
(+) Share of Non-controlling Shareholders | 17 | (13) | n.m. | 14 | (9) | n.m. |
(-) Non-Recurring | 217 | (69) | n.m. | 380 | 18 | -95% |
Adjusted EBITDA (4) | 2,009 | 2,094 | 4.2% | 4,075 | 4,450 | 9.2% |
Adjusted EBITDA Margin (5) | 57.6% | 58.8% | 1.2 p.p. | 58.5% | 61.0% | 2.5 p.p. |
Calculation according to CVM Resolution 156/2022, which consists of net income adjusted for the net financial result, income tax, and social contribution expenses over net income, and depreciation and amortization costs and expenses.
Refers to the recognition of prepayments related to the concession, which are adjusted for being a non-cash item in the Quarterly Information (ITR).
The provision for maintenance is adjusted, as it refers to estimated future expenditures from periodic maintenance in Motiva's investees and constitutes a non-cash item in the Quarterly Information (ITR).
Calculated by excluding provision for maintenance, accrual of prepaid concession fees, and non-recurring effects detailed in the "Non-recurring effects" section.
The adjusted EBITDA margin was calculated excluding construction revenues since this revenue is an IFRS requirement, whose corresponding entry impacts total costs.
INCOME STATEMENT - CONSOLIDATED Brazilian Corporation Law (R$ thousand) | 2Q24 | 2Q25 | Var.% | 1H24 | 1H25 | Var.% |
Gross Revenue 3,742,211 3,815,852 2.0% 7,473,817 7,817,935 4.6% | ||||||
- Toll Revenue 2,139,329 2,162,153 1.1% 4,294,235 4,495,755 4.7% | ||||||
- Other Revenues 1,602,882 1,653,699 3.2% 3,179,582 3,322,180 4.5% | ||||||
Deductions from Gross Revenue (254,694) (252,903) -0.7% (507,755) (526,493) 3.7% | ||||||
Net Revenue 3,487,517 3,562,949 2.2% 6,966,062 7,291,442 4.7% | ||||||
(+) Construction Revenue 1,799,513 1,099,331 -38.9% 3,015,171 1,966,710 -34.8% | ||||||
Cost of Services (3,556,384) (2,616,710) -26.4% (6,423,812) (4,959,797) -22.8% | ||||||
- Depreciation and Amortization (392,944) (434,070) 10.5% (771,007) (733,180) -4.9% | ||||||
- Third-Party Services (362,557) (355,187) -2.0% (699,642) (711,536) 1.7% | ||||||
- Concession Fees (59,880) (58,624) -2.1% (117,601) (121,274) 3.1% | ||||||
- Personnel Costs (326,777) (301,460) -7.7% (670,723) (592,946) -11.6% | ||||||
- Construction Costs (1,799,513) (1,099,331) -38.9% (3,015,171) (1,966,710) -34.8% | ||||||
- Provision for Maintenance (97,735) (93,878) -3.9% (190,186) (182,542) -4.0% | ||||||
- Other (483,700) (242,795) -49.8% (892,929) (586,968) -34.3% | ||||||
- Recognition of Prepaid Concession Fees (33,278) (31,365) -5.7% (66,553) (64,641) -2.9% | ||||||
Gross Profit 1,730,646 2,045,570 18.2% 3,557,421 4,298,355 20.8% | ||||||
Gross Margin 49.6% 57.4% 0.2 p.p. 51.1% 59.0% 0.2 p.p. | ||||||
Administrative Expenses (483,945) (465,790) -3.8% (932,269) (893,496) -4.2% | ||||||
- Depreciation and Amortization (21,561) (23,956) 11.1% (42,475) (46,372) 9.2% | ||||||
- Third-Party Services (83,254) (132,707) 59.4% (145,345) (191,880) 32.0% | ||||||
- Personnel (262,037) (290,686) 10.9% (503,438) (559,524) 11.1% | ||||||
- Other (117,093) (18,441) -84.3% (241,011) (95,720) -60.3% | ||||||
Adjusted EBIT 1,246,701 1,579,780 26.7% 2,625,152 3,404,859 29.7% | ||||||
Adjusted EBIT Margin (a) 35.7% 44.3% 0.0 p.p. 37.7% 46.7% 0.3 p.p. | ||||||
+ Equity Pick-up 59,078 69,444 17.5% 116,806 144,119 23.4% | ||||||
+ Share of Non-controlling Shareholders (17,462) 12,809 n.m. (14,470) 8,582 n.m. | ||||||
EBIT (b) 1,288,317 1,662,033 29.0% 2,727,488 3,557,560 30.4% | ||||||
EBIT Margin 24.4% 35.6% 1.0 p.p. 27.3% 38.4% 0.3 p.p. | ||||||
+ Depreciation and Amortization 414,505 458,026 10.5% 813,482 779,552 -4.2% | ||||||
EBITDA (b) 1,702,822 2,120,059 24.5% 3,540,970 4,337,112 22.5% | ||||||
EBITDA Margin 32.2% 45.5% 0.7 p.p. 35.5% 46.8% 0.3 p.p. | ||||||
Net Financial Result (747,891) (986,442) 31.9% (1,537,819) (2,003,969) 30.3% | ||||||
Financial Expenses: (1,309,931) (1,386,995) 5.9% (2,391,579) (2,779,035) 16.2% | ||||||
Financial Income: 562,040 400,553 -28.7% 853,760 775,066 -9.2% | ||||||
Equity Pick-up 59,078 69,444 17.5% 116,806 144,119 23.4% | ||||||
Profit Before Income Tax and Social Contribution 557,888 662,782 18.8% 1,204,139 1,545,009 28.3% | ||||||
Income Tax and Social Contribution - Current (395,965) (288,309) -27.2% (764,604) (641,694) -16.1% | ||||||
Income Tax and Social Contribution - Deferred 123,466 509,961 313.0% 183,774 530,402 188.6% | ||||||
Profit before Minority Interest 285,389 884,434 209.9% 623,309 1,433,717 130.0% | ||||||
Share of Non-Controlling Shareholders (17,462) 12,809 n.m. (14,470) 8,582 n.m. | ||||||
Net Income 267,927 897,243 234.9% 608,839 1,442,299 136.9% | ||||||
Basic Earnings per Share - diluted (R$) 0.13264 0.44418 300.0% 0.30141 0.71401 133.3% | ||||||
