Romi SaBMFBOVESPA: ROMI3

Financial document (Demonstracoes Financeiras Romi 2025 Ingles SIGNED)

· Issued by Romi Sa

(A free translation of the original in Portuguese)

Docusign Envelope ID: FCB79378-0E0E-4D3A-90C6-02A5047B30D3

Management Report

February 3, 2026





Dear Sirs,

We are pleased submit for your appreciation the Management Report and the Financial Statements of Romi S.A. ("Romi" or the "Company") for the fiscal year ended December 31, 2025, accompanied by the Independent Auditors' Report.

Throughout the year, the Business Confidence Index for the industrial sector showed a gradual decline, closing the year at 48.5 points, reflecting ongoing uncertainties and persistently high interest rates in Brazil. Although this indicates a slightly pessimistic outlook for confidence in the Brazilian industrial sector, the current performance - particularly the manufacturing segment - remains favorable, stimulating opportunities for new business for Romi.

The external environment deserves to be closely monitored as global economies face growth challenges and monetary policy constraints, in addition to ongoing geopolitical tensions. Although the current environment calls for caution, particularly with respect to investment decisions, the Company's ability to adapt and pursue strategic alternatives sustains a moderate level of optimism, as reflected in expectations for the coming months.

In 2025, our German subsidiary B+W once again demonstrated its capability to develop highly complex and customized technological solutions. As a result, order intake increased by 53.8%, revenue grew by 46.6%, and Operating Margin (EBIT - Earnings Before Interest and Taxes) improved by 4.1 percentage points compared to 2024.

Recent years have been marked by uncertainty and heightened volatility, posing significant challenges, particularly with respect to production volume management. In response, we continue implementing measures aimed at streamlining our organizational structure and enhancing agility and flexibility in planning and production, enabling us to respond promptly to fluctuations in demand. Over the past few years, we have carried out several optimization initiatives, especially within indirect structures, as well as in the automation and digitalization of internal processes.

From a strategic standpoint, we defined as a priority the development of new generations of products with significant technological advancements, aligned with Industry 4.0 requirements. Products launched in recent years have been successfully consolidated in both domestic and international markets. Looking ahead, we continue to invest consistently in the development of next-generation machines and in the integration of new technologies into our products.

In mid-2020, we launched a machine rental solution for our customers. This solution has proven to be highly competitive and has created additional business opportunities for our clients. In order to further support customers financially, in 2022 we established a fintech company, PRODZ, which offers credit lines for the acquisition of machines directly from Romi, through a simplified, agile and fully digital process. Since 2022, PRODZ has completed approximately 496 transactions, totaling R$188 million in credit granted. These new solutions have supported a large number of customers in their growth and success journeys, reinforcing Romi's strategic purpose of fostering the success of its clients.







In international markets, we continue to strengthen our customer service structures, aiming to deliver an increasingly positive customer experience, as we believe this is the path toward sustainable international consolidation and growth.

The Company is currently included in the following B3 indices: IGC-NM (Corporate Governance Index - Novo Mercado), IGC (Differentiated Corporate Governance Stock Index) and ITAG (Differentiated Tag Along Index).

  1. OPERATING PERFORMANCE

    Net Operating Sales Revenue

    Net operating sales revenue in 2025 totaled R$1.3 billion, representing an increase of 8.1% compared to 2024, primarily driven by higher revenue generated by the German subsidiary B+W.

    Margins

    In 2025, the adjusted gross margin was 27.9%, a decrease of 1.6 percentage points compared to 2024, mainly as a result of lower business volume combined with the high fixed-cost structure of the Castings and Machined Products Unit.

    Adjusted operating margin (EBIT) in 2025 was positive at 7.0%, a decrease of 0.6 percentage points compared to 2024.

    Net Income

    Adjusted net income for the year ended December 31, 2025 totaled R$93.3 million.

  2. PROFIT REINVESTMENT AND DIVIDEND DISTRIBUTION POLICY

    The Company's Dividend Policy guides profit distribution proposals submitted by the Board of Directors to the General Shareholders' Meeting. This Policy addresses the distribution of Dividends and/or Interest on Equity (Juros sobre o Capital Próprio - "JSCP"), net of withholding income tax including the mandatory dividends of, at a minimum 33% of the Company's adjusted net income for the year, calculated in accordance with Article 189 of the Brazilian Corporation Law (Law No. 6,404/76), Brazilian accounting practices and the regulations issued by the Brazilian Securities Commission (CVM).

    Subject to applicable legislation and the Company's Bylaws, the Board of Directors may propose the distribution of Dividends or JSCP less than 33% of adjusted net income in any given fiscal year, when justified based on the Company's financial condition and/or future prospects, prevailing macroeconomic conditions, investment strategies, and other factors considered relevant by the Board of Directors.







  3. INVESTMENTS

    Throughout 2025, total investments amounted to R$181.6 million, primarily allocated to automation, maintenance, productivity enhancement, flexibility and competitiveness improvements within the industrial facilities, as well as to Company-manufactured machines designated for the machine rental business. All investments were executed in accordance with the annual investment plan.

  4. INVESTMENTS IN AFFILIATES AND/OR SUBSIDIARIES

Ownership

interest (%)

12.31.2025

12.31.2024

Direct

Indirect

Noncontrolling

interests

Direct

Indirect

Noncontrolling

interests

1. Romi Italia S.r.l. ("Romi Italy")

99.99

0.01

-

99.99

0.01

-

1.1 Romi Machines UK Ltd.

-

100.00

-

-

100.00

-

1.2 Romi France SAS

-

100.00

-

-

100.00

-

1.3 Romi Máquinas España S.A.

-

100.00

-

-

100.00

-

2. Romi Europa GmbH ("Romi Europe")

100.00

-

-

100.00

-

-

2.1 Burkhardt + Weber

Fertigungssysteme GmbH ("B+W")

-

100.00

-

-

100.00

-

2.1.1 Burkhardt + Weber / Romi (Shanghai) Co., Ltd.

-

100.00

-

-

100.00

-

3. Rominor Comércio, Empreendimentos e Participações S.A. ("Rominor Comércio")

93.07

-

6.93

93.07

-

6.93

4. Romi BW Machine Tools Ltd.

100.00

-

-

100.00

-

-

5. Rominor Empreendimentos Imobiliários Ltda. ("Rominor Empreendimentos")

100.00

-

-

100.00

-

-

6. Irsa Máquinas México S. de R.L. de C.V.

99.99

-

0.01

99.99

-

0.01

7. Prodz Administração e Gestão de Bens Ltda.

100.00

-

-

100.00

-

-

5 EXTERNAL AUDIT

In compliance with CVM Instruction No. 381/03, the Company informs that, in the fiscal year ended December 31, 2025, PricewaterhouseCoopers Auditores Independentes Ltda. did not provide any services other than the independent audit of the Company's financial statements.

6. ARBITRATION

Romi's shares are listed on the Novo Mercado segment of B3, a differentiated listing segment comprising companies that voluntarily adhere to the highest standards of corporate governance. Accordingly, the Company is subject to the rules of the Novo Mercado Arbitration Chamber of B3.







Accordingly, the Company's shareholders, officers and members of the Fiscal Council undertake to resolve, by means of arbitration, any and all disputes or controversies that may arise among them, particularly those related to or arising from the application, validity, effectiveness, interpretation, breach and respective effects of the provisions set forth under Brazilian Corporation Law, the Company's Bylaws, the regulations of the Brazilian National Monetary Council, Central Bank and the Securities Commission (CVM), as well as other regulations applicable to the capital markets in general, including those in the Novo Mercado Listing Rules, the Novo Mercado Participation Agreement and the Arbitration Rules of the Market Arbitration Chamber.

Management



(A free translation of the original in Portuguese)

Romi S.A.

Parent company and consolidated financial statements at December 31, 2025 and independent auditor's report

(A free translation of the original in Portuguese)

Independent auditor's report

To the Board of Directors and Shareholders Romi S.A.

Opinion

We have audited the accompanying parent company financial statements of Romi S.A. (the "Company"), which comprise the balance sheet 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 Romi S. A. and its subsidiaries ("Consolidated"), which comprise the consolidated balance sheet 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 opinion

We 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 Matters

Key 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. Av. Bailarina Selma Parada, 505, 11o andar, Conj. 1103, Ed. Sky Galleria, Campinas, SP, Brasil, 13091-605

T: +55 (11) 4004-8000

Romi S.A.

Why it is a Key Audit Matter

How the matter was addressed in the audit

Impairment testing of property, plant and equipment and intangible assets with indefinite useful life (Notes 12 and 13).

As described in Note 2.12 to the parent company and consolidated financial statements, the Company's management conducts annually impairment tests for the Cash-Generating Units ("CGUs") that have intangible assets with indefinite useful lives to potentially identify indicators of impairment, as also property, plant and equipment and intangible assets with finite useful life. If necessary, it performs an impairment test to determine whether a provision for impairment of these assets is required.

During the year ended December 31, 2025, an impairment test was performed for the CGU Burkhardt+Weber Machinery ("B+W"), which has intangible assets with indefinite useful lives and for the CGU Cast and Machined Products, which presented indicators of impairment. The Company's management estimated the recoverable amounts of the CGU B+W Machinery based on the value in use and of the CGU Cast and Machined Products based on the fair value less costs to sell, as disclosed in Notes 12 and 13 to the parent company and consolidated

financial statements.

We treated this matter as an area of focus in our audit because, in addition to the materiality of the balance, it is an area that involves critical estimates and judgments by the Company's management in determining the assumptions and projections made that, had these been different, may have significantly modified the estimated recoverability perspectives of the property, plant and equipment and intangible assets of these CGUs, and consequently affected the parent company and consolidated financial statements.

Our audit procedures included, among others:

  • Assessment of the existence of indicators of

    impairment for all the Company's CGUs.

  • Comparison of the information and assumptions used in the impairment testing of the CGU B+W Machinery, when applicable, with the budgets approved by the Company's Board of Directors.

  • With the support of our asset valuation specialists, for the CGU B+W Machinery we performed tests on the reasonableness of the calculation models and significant assumptions used by the Company for calculating the value in use, and performed sensitivity tests on the assumptions.

  • With the support of our asset valuation specialists, we assessed the competence and objectivity of the external appraisers hired by the Company and performed tests on the reasonableness of the model and assumptions adopted for assessing the fair value less costs to sell of the assets of the CGU Cast and Machined Products.

  • We read the disclosures made by the Company with regard to this matter in the notes to the financial statements.

We consider that the criteria and assumptions adopted by the Company's management to determine the recoverable amount of property, plant and equipment and intangible assets of these CGUs, as well as the disclosures made in the notes to the financial statements, to be consistent with the evidence obtained during our audit.

Other matters - Statements of Value Added

The 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

Romi S.A.

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.

Other matters - Prior-year information

The financial statements of the Company for the year ended December 31, 2024, were audited by another firm of auditors whose report, dated February 4, 2025, expressed an unmodified opinion on those statements.

Other information accompanying the parent company and consolidated financial statements and the auditor's report

The 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 statements

Management 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.

Romi S.A.

Auditor's responsibilities for the audit of the parent company and consolidated financial statements

Our 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.

    Romi 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.



Campinas, February 4, 2026

PricewaterhouseCoopers Auditores Independentes Ltda. CRC 2SP027613/F-1



Diogo Maros de Carvalho Contador CRC 1SP248874/O-8

Docusign Envelope ID: FCB79378-0E0E-4D3A-90C6-02A5047B30D3

ROMI S.A. BALANCE SHEETS

AS OF DECEMBER 31

(In thousands of reais)

ParentCompanyConsolidatedParentCompanyConsolidated

Notes to the

December

December

December

December

Notes to the

December

December

December

December

ASSETS

Financial Statements

31, 2025

31, 2024

31, 2025

31, 2024

LIABILITIES

Financial Statements

31, 2025

31, 2024

31, 2025

31, 2024

CURRENT

CURRENT LIABILITIES

Cash and cash equivalents

3

220,589

119,073

376,534

262,220

Loans and financing

14

78,930

67,679

129,809

147,148

Financial investments

3

99,253

50,230

99,567

99,476

Finame - manufacturer financing

15

156,283

196,847

156,283

196,847

Accounts receivable

4.i

93,513

108,446

210,389

209,783

Suppliers

60,985

94,373

73,925

110,420

Accounts receivable - PRODZ financing

4.ii

-

-

67,129

51,476

Salaries and social charges

30,389

29,909

39,349

38,096

Onlending of Finame - manufacturer financing

5

174,778

177,517

174,778

177,517

Taxes and contributions payable

5,174

1,296

16,098

10,820

Inventories

6

479,026

478,208

696,508

715,544

Advances from customers

28,058

32,220

224,972

187,257

Rental machines intended for sale

7

42,942

22,987

42,942

22,987

Profit sharing payable

4,610

4,797

4,610

4,797

Related parties

9

24,596

27,728

-

-

Dividends and interest on own capital payable

28,930

17,817

28,930

17,817

Taxes and contributions recoverable

10

12,300

8,747

21,821

18,609

Provision for tax, labor and civil risks

16

7,947

5,921

9,657

5,921

Other assets

14,299

9,616

25,380

18,454

Other payables

12,914

13,994

46,481

42,016

Related parties

9

12,709

9,178

-

-

1,161,296

1,002,553

1,715,048

1,576,066

426,929

474,031

730,114

761,139

NON-CURRENT LIABILITIES

Loans and financing

14

476,922

261,645

481,473

317,259

Finame - manufacturer financing

15

253,901

194,230

253,901

194,230

NON-CURRENT ASSETS

Provision for tax, labor and civil risks

16

498

397

498

451

Accounts receivable

4.i

5,777

4,948

31,674

21,846

Other payables

397

13

5,465

5,871

Accounts receivable - PRODZ financing

4.ii

-

-

36,383

29,508

Related parties

9

21,151

32,700

-

-

Onlending of Finame - manufacturer financing

5

259,277

248,657

259,277

248,657

Provision for negative equity - subsidiaries

8

28,882

12,431

-

-

Related parties

9

90,966

83,217

-

-

Deferred income tax and social contribution

17

-

-

38,731

38,660

Taxes and contributions recoverable

10

50,461

65,593

50,467

65,599

Deferred income tax and social contribution

17

16,252

14,730

25,852

23,288

781,751

501,416

780,068

556,471

Judicial deposits

16

19,549

12,131

19,549

12,131

Other assets

14,037

10,319

14,551

8,739

TOTAL LIABILITIES

1,208,680

975,447

1,510,182

1,317,610

456,319

439,595

437,753

409,768

SHAREHOLDERS' EQUITY

Share capital

19

988,470

988,470

988,470

988,470

Investments in subsidiaries

8

359,613

333,296

-

-

Profit reserves

168,589

150,565

168,589

150,565

Property, plant and equipment

12

464,443

412,911

546,493

497,420

Equity valuation adjustments

89,571

87,710

89,571

87,710

Investment property

11

13,500

13,500

13,854

14,283

Intangible assets 13

139

337

45,913

49,086

1,246,630

1,226,745

1,246,630

1,226,745

1,294,014

1,199,639

1,044,013

970,557

NON-CONTROLLING INTEREST

-

-

2,249

2,268

TOTAL SHAREHOLDERS' EQUITY

1,246,630

1,226,745

1,248,879

1,229,013

TOTAL ASSETS

2,455,310

2,202,192

2,759,061

2,546,623

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

2,455,310

2,202,192

2,759,061

2,546,623

The management's notes are an integral part of the individual prent company and consolidated financial statements.

ROMI S.A.

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31

(In thousands of reais, except earnings per share expressed in reais)

ParentCompanyConsolidated

Notes to the

Financial Statements

2025

2024

2025

2024

Net operating sales revenue

23

915,149

911,773

1,326,712

1,220,011

Cost of goods sold and services rendered

24

(670,937)

(650,903)

(956,305)

(864,795)

Gross profit

244,212

260,870

370,407

355,216

Operating income (expenses)

Selling expenses

24

(75,209)

(70,047)

(135,088)

(118,493)

General and administrative expenses

24

(52,150)

(56,612)

(109,143)

(106,700)

Research & Development (R&D)

24

(33,514)

(31,074)

(33,514)

(31,074)

Management participation and fees

8

(16,541)

(14,258)

(16,801)

(14,500)

Equity in the earnings of subsidiaries

7

22,447

18,128

-

-

Other operating income, net

26

3,955

2,166

17,562

28,171

(151,012)

(151,697)

(276,984)

(242,596)

Operating income

93,200

109,173

93,423

112,620

Financial income (expenses)

Financial income

25

29,256

22,668

41,851

30,113

Financial expenses

25

(22,163)

(18,651)

(28,124)

(25,599)

Net foreign exchange gain (loss)

712

4,389

518

4,186

7,805

8,406

14,245

8,700

Profit before income tax and social contribution

101,005

117,579

107,668

121,320

Income tax and social contribution

16

(15,892)

(3,696)

(21,498)

(6,356)

Current

16

(17,414)

(5,566)

(24,690)

(11,947)

Deferred

16

1,522

1,870

3,192

5,591

Net income for the year

Net income from continuing operations Net income from discontinued operations

85,113

-

113,883

-

86,170

-

114,964

-

Net income for the year

85,113

113,883

86,170

114,964

Attributed to:

Parent company's shareholders

85,113

113,883

Non-controlling interest

1,057

1,081

86,170

114,964

Basic earnings per share - (Reais R$ / Shares)

17

0.91

1.22

0.92

1.23

The management's notes are an integral part of the individual prent company and consolidated financial statements.

ROMI S.A.

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31

(In thousands of reais)

ParentCompanyConsolidated

2025

2024

2025

2024

Net income for the year

85,113

113,883

86,170

114,964

Items that will not be subsequently be reclassified to income

Foreign currency translation adjustments

1,861

18,287

1,861

18,287

Comprehensive income for the year

86,974

132,170

88,031

133,251

Attributed to:

Parent company's shareholders

86,974

132,170

Non-controlling interest

1,057

1,081

88,031

133,251

The management's notes are an integral part of the individual prent company and consolidated financial statements.

Docusign Envelope ID: FCB79378-0E0E-4D3A-90C6-02A5047B30D3

ROMI S.A.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31

(In thousands of reais)

Atribuído à participação dos controladores

Notes to the

Financial Statements

Share capital

Retained earnings

Legal reserve

Profit reserves

Total

Equity

valuation adjustments

Net

income for the year

Total

Non-controlling interest

Total

Balance as of December 31, 2023

904,772

103,125

92,191

195,316

69,423

-

1,169,511

1,832

1,171,343

Net income for the year

-

-

-

-

-

113,883

113,883

1,081

114,964

Foreign currency translation adjustments

-

-

-

-

18,287

-

18,287

-

18,287

Total comprehensive income for the year

-

-

-

-

18,287

113,883

132,170

1,081

133,251

Share capital increase

17

83,698

(83,698)

-

(83,698)

-

-

-

-

-

Interest on own capital distribution

18

-

-

-

-

-

(74,939)

(74,936)

-

(74,936)

Dividends distributed by subsidiary

-

-

-

-

-

-

(645)

(645)

Transfers between reserves

-

33,253

5,694

38,947

-

(38,947)

-

-

-

Total contributions from and distributions to shareholders

83,698

(50,445)

5,694

(44,751)

(113,883)

(74,936)

(645)

(75,581)

Balance as of December 31, 2024

988,470

52,680

97,885

150,565

87,710

-

1,226,745

2,268

1,229,013

Balance as of December 31, 2024

988,470

52,680

97,885

150,565

87,710

-

1,226,745

2,268

1,229,013

Net income for the year

-

-

-

-

-

85,113

85,113

1057

86,170

Foreign currency translation adjustments

-

-

-

-

1,861

-

1,861

-

1,861

Total comprehensive income for the year

-

-

-

-

1,861

85,113

86,974

1,057

88,031

Interest on own capital distribution

18

-

-

-

-

-

(67,089)

(67,089)

-

(67,089)

Dividends distributed by subsidiary

-

-

-

-

-

-

(1,076)

(1,076)

Transfers between reserves

-

13,768

4,256

18,024

-

(18,024)

-

-

-

Total contributions from and distributions to shareholders

-

13,768

4,256

18,024

(85,113)

(67,089)

(1,076)

(68,165)

Balance as of December 31, 2025

988,470

66,448

102,141

168,589

89,571

-

1,246,630

2,249

1,248,879

The management's notes are an integral part of the individual prent company and consolidated financial statements.

Docusign Envelope ID: FCB79378-0E0E-4D3A-90C6-02A5047B30D3

ROMI S.A.

STATEMENT OF VALUE ADDED

FOR THE YEAR ENDED DECEMBER 31

(In thousands of reais)

Parent Company Consolidated

Notes to the

Financial 2025 2024 2025 2024

Revenues

Sale of goods, products and services

1,058,938

1,052,084

1,471,449

1,360,496

Revenue from the construction of own assets

126,278

122,399

126,278

122,399

Allowance for doubtful accounts

3,426

(8,114)

3,829

(6,719)

Other operating income, net

3,954

2,166

17,562

28,171

1,192,596

1,168,535

1,619,118

1,504,347

Inputs acquired from third parties

Materials consumed

(678,424)

(639,414)

(858,177)

(717,887)

Other costs of products and services rendered

(49,790)

(49,310)

(56,370)

(50,777)

Electric energy, third-party services and other expenses

(71,225)

(49,359)

(115,562)

(116,081)

(799,439)

(738,083)

(1,030,109)

(884,745)

Gross value added

393,157

430,452

589,009

619,602

Depreciation and amortization

12-13

(57,585)

(47,930)

(70,086)

(60,613)

Net value added produced by the Company

335,572

382,522

518,923

558,989

Value added received as transfer

Equity in the earnings of subsidiaries

8

22,447

18,128

-

-

Financial income and foreign exchange variation, net

29,968

27,057

42,369

34,299

Total value added payable

387,987

427,707

561,292

593,288

Distribution of value added

Personnel

Direct remuneration

180,348

183,442

340,559

331,878

Severance pay fund (F.G.T.S.)

12,375

11,070

12,395

11,070

Sales commissions

5,099

16,204

5,099

16,866

Management participation and fees

16,541

14,258

16,801

14,500

Benefits (Supplementary open private pension plans)

1,600

1,722

1,600

1,722

Taxes, duties and contributions

58,169

56,166

60,282

60,891

Federal

57,444

49,904

59,393

54,629

State

24

5,177

24

5,177

Municipal

701

1,085

865

1,085

Interest

22,163

18,651

28,124

25,599

Rentals

6,579

12,311

12,395

17,524

Dividends and interest on own capital declared

67,089

74,936

67,089

74,936

Non-controlling interest

-

-

(1,076)

(645)

Retained earnings

18,024

38,947

18,024

38,947

Added value distributed

387,987

427,707

561,292

593,288

The management's notes are an integral part of the individual prent company and consolidated financial statements.

Docusign Envelope ID: FCB79378-0E0E-4D3A-90C6-02A5047B30D3

ROMI S.A.

STATEMENT OF CASH FLOWS (Indirect method)

FOR THE YEAR ENDED DECEMBER 31

(In thousands of reais)

Notes to the Parent Company Consolidated

Financial Statements

2025

2024

2025

2024

Cash flows from operating activities

Profit before income tax and social contribution

101,005

117,579

107,668

121,320

Adjustments for:

Unrealized financial income (expense) and foreign exchange gain (loss)

7,405

(23,704)

(12,272)

36,071

Depreciation and amortization

12, 13

57,585

47,930

70,086

60,613

Provision (reversal) for doubtful accounts receivable and other receivables

5, 6

(3,426)

8,114

(3,829)

6,719

Provision (reversal) for inventory realization

7

484

(1,964)

3,577

(742)

Loss (gain) on disposal of property, plant and equipment and intangible assets

12, 13

61,904

(38,756)

64,420

(36,759)

Equity in the earnings of subsidiaries

9

(22,447)

(18,128)

-

-

Provision for tax, labor and civil risks

16

115

857

1,772

911

Changes in operating assets and liabilities

Trade accounts receivable

3,115

40,738

(52,052)

41,521

Related parties (assets and liabilities)

(877)

(42,287)

-

-

Onlending from Finame - manufacturer financing

(5,612)

(27,369)

(5,612)

(27,369)

Inventories

(21,257)

(35,533)

(4,496)

(106,999)

Taxes and contributions recoverable

11,963

(11,383)

12,548

(13,260)

Judicial deposits

-

19

-

19

Other assets

(1,631)

11,098

(5,967)

14,010

Suppliers

(23,308)

30,662

(26,415)

22,652

Salaries and social charges

480

(2,093)

1,253

(969)

Taxes and contributions payable

(11,566)

(3,809)

(15,126)

(297)

Advances from customers

(4,162)

4,186

37,715

77,447

Other payables

(7,524)

41,578

9,184

14,317

Cash generated from operations

142,246

97,735

182,454

209,205

Income tax and social contribution on net income paid

(1,970)

(3,125)

(4,215)

(5,217)

Net cash from operating activities

140,276

94,610

178,239

203,988

Cash flows from investing activities

Financial investments

4

(49,023)

(50,164)

(91)

(67,410)

Acquisition of property, plant and equipment

12

(176,945)

(148,773)

(185,982)

(154,750)

Acquisition of intangible assets

13

(8)

-

(23)

(26)

Proceeds from sale of property, plant and equipment

12

6,130

90,471

14,634

90,471

Dividends received

9

14,442

8,676

-

-

Capital increase in subsidiary

8

-

(49,249)

-

-

Net cash from investing activities

(205,404)

(149,039)

(171,462)

(131,715)

Cash flows from financing activities

Payment of dividends/interest on own capital

18

(55,953)

(57,384)

(57,029)

(58,029)

New loans and borrowings

292,575

170,219

292,575

188,382

Payments of loans and borrowings

(62,180)

(139,562)

(120,438)

(215,396)

Interest paid

(27,856)

(15,294)

(28,155)

(17,052)

Finame loan - manufacturer financing

217,818

195,986

217,818

195,986

Payment of Finame - manufacturer financing

(174,014)

(168,991)

(174,014)

(168,991)

Interest paid - Finame - manufacturer financing

(23,746)

(27,728)

(23,746)

(27,728)

Net cash from (used in) financing activities

166,644

(42,754)

107,011

(102,828)

Increase (decrease) in cash and cash equivalents

101,516

(97,183)

113,788

(30,555)

Cash and cash equivalents - at the beginning of the year

119,073

216,256

262,220

282,418

Effects of exchange rate changes on cash and cash equivalents

-

-

526

10,357

Cash and cash equivalents - at the end of the year

220,589

119,073

376,534

262,220

The management's notes are an integral part of the individual prent company and consolidated financial statements.

  1. GENERAL INFORMATION

    ROMI S.A. (Parent company) and its subsidiaries (jointly referred to as "Company" or "Consolidated") are listed on the "New Market" segment of the Brazilian stock exchange, B3

    S.A. - Brasil, Bolsa, Balcão, and since March 23, 2007 are based in Santa Bárbara d'Oeste, State of São Paulo. The Company is engaged in the assembly, sale and rental of capital goods in general, including machine tools, plastic injection molding machines, industrial equipment and accessories, tools, castings and parts, as well as providing systems analysis and developing data processing software related to the production, sale, and use of machine tools and plastic injectors; the manufacture and sale of rough cast parts and machined cast parts; export and import, representation on its own account or on account of third parties, and the provision of related services, and real estate development through its subsidiaries in Brazil. It also holds investments in other companies as a partner, shareholder or member in other civil or business entities, business ventures of any nature, in Brazil or abroad, and manages its own and/or third-party assets.

    The Company's industrial facilities consist of 13 plants in three units located in the city of Santa Bárbara d'Oeste, in the State of São Paulo, and one located in the city of Reutlingen, Germany. The latter is a plant for large special applications machine tools for high precision and enhanced productivity. It also holds interest in subsidiaries in Brazil and abroad.

  2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES

    The parent company and consolidated financial statements have been prepared in accordance with accounting practices adopted in Brazil, including the pronouncements, interpretations and guidance issued by the Brazilian Accounting Pronouncements Committee (CPC), and with IFRS® Accounting Standards issued by the International Accounting Standards Board (IASB), including interpretations issued by the IFRS Interpretations Committee (IFRIC® Interpretations) or its predecessor, the Standing Interpretations Committee (SIC® Interpretations). Disclosures are limited to all matters of significance to the financial statements, which is consistent with the information utilized by management in the performance of its duties

    The accounting policies adopted by the subsidiaries are consistent with those adopted by the Parent Company.

    The material accounting policies applied in the preparation of these parent company and consolidated financial statements are described below. These policies have been consistently applied to all periods presented, unless otherwise stated.

    1. Basis of preparation

      The parent company and consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments measured at fair value at the end of each reporting period, as described below.

      Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on this basis, except for transactions that share similarities with fair value but are not fair value, such as net realizable value in inventories as referred to in IAS 2 (CPC 16 (R1)) - Inventories, or value in use as referred to in IAS 36 (CPC 01 (R1)) - Impairment of Assets.

      The preparation of parent company and consolidated financial statements requires the use of certain critical accounting estimates and also requires management ("Board of Executive Officers") to exercise judgment in applying the Company's material accounting policies. Those areas involving a higher degree of judgment or complexity, as well as areas in which assumptions and estimates are significant to the parent company and consolidated financial statements, are disclosed in Note 2.20.

      1. Parent company financial statements

        The parent company financial statements of the Parent Company have been prepared in accordance with accounting practices adopted in Brazil, as issued by the Brazilian Accounting Pronouncements Committee (CPC), and in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (IASB).

      2. Consolidated financial statements

        The consolidated financial statements have been prepared and are being presented in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC), and in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) (currently referred to by the IFRS Foundation as "IFRS Accounting Standards").

      3. Statement of Value Added

        The presentation of the Statement of Value Added, both parent company and consolidated, is required by Brazilian corporate law and by accounting practices adopted in Brazil applicable to listed companies. The Statement of Value Added has been prepared in accordance with the criteria defined in CPC Technical Pronouncement 09 - "Statement of Value Added". IFRS Accounting Standards do not require the presentation of this statement. Accordingly, under IFRS Accounting Standards, it is presented as supplementary information and not as part of the complete set of financial statements.

      4. Consolidation

      The Company consolidates all entities over which it has control, that is, when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to direct the relevant activities of the investee.

      The subsidiaries included in the consolidation are described in Note 8, and the accounting policies applied in the preparation of the consolidated financial statements are described in section 2.2.

      The principal accounting policies adopted are described below.

    2. New accounting standards and disclosures

      There are no amendments or interpretations effective for the year beginning on January 1, 2025 that have a material impact on the Company's parent company and consolidated financial statements.

    3. Investments in subsidiaries - Consolidation

      1. Parent Company

        Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through the power it exercises over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Consolidation ceases from the date on which the Company no longer has control.

        Investments in subsidiaries in the parent company financial statements are accounted for using the equity method from the date control is obtained. Under this method, equity interests in subsidiaries are recognized at acquisition cost and are subsequently adjusted to reflect the Company's share of net income or loss, with a corresponding entry in operating income, except for translation effects of these entities, which are recorded in a specific equity account denominated "Valuation adjustments". These effects are recognized in income when the investment is sold or written off.

        Once the carrying amount of the investment has been reduced to zero, any additional losses are recognized as a liability (provision for negative equity) recorded only to the extent that the investor has incurred legal or constructive obligations (not formally documented) to make payments on behalf of the subsidiary.

        Any excess of the purchase price over the fair value of the net assets acquired at the acquisition date is accounted for as goodwill. Investments may be reduced by the recognition of impairment provisions (Note 2.12).

        Dividends received from subsidiaries are recognized as a reduction of the carrying amount of the investments.

      2. Consolidated

      The Company fully consolidates the financial statements of the Parent Company and all its subsidiaries (Note 8).

      Non-controlling interests in the equity and net income of subsidiaries are presented separately in the consolidated statement of financial position and in the consolidated statement of income, respectively, under "Non-controlling interests."

      Transactions and balances between the Company and its subsidiaries are eliminated in the consolidation process, and any gains or losses arising from these transactions are also eliminated.

      When necessary, the financial statements of subsidiaries are adjusted to align their accounting policies with those adopted by the Group.

    4. Foreign currency translation and translation of foreign subsidiaries' financial

      statements

      The assets and liabilities of the Parent Company and its foreign subsidiaries (none of which has the currency of a hyperinflationary economy) are translated into Brazilian Reais using the exchange rate prevailing at the reporting date, and the corresponding statements of income (revenues and expenses) are translated at the average exchange rates for the period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case revenues and expenses are translated at the rates on the dates of the transactions). The resulting translation differences are recognized separately in equity under "Valuation adjustments."

      Fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The resulting exchange differences are recognized in other comprehensive income.

      1. Functional currency and presentation currency

        The parent company and consolidated financial statements are presented in Brazilian Real/Reais (R$), which is the functional currency of the Parent Company and its subsidiaries located in Brazil.

        The functional currency of foreign subsidiaries is determined based on the primary economic environment in which they operate. When the functional currency differs from the presentation currency of the parent company and consolidated financial statements, such financial statements are translated into Brazilian Reais at the reporting date.

      2. Transactions and balances

      Foreign currency transactions are initially recorded at the exchange rate of the functional currency prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate of the functional currency prevailing at the reporting date. All resulting exchange differences are recognized in the statement of income.

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

    5. Other disclosure matters

      1. Reform of Taxes on Consumption

        On December 20, 2023, Constitutional Amendment ("CA") No. 132 was enacted, introducing the Brazilian Tax Reform of consumption taxes (the "Reform"). The Reform is based on a dual value-added tax model: a federal tax (Contribution on Goods and Services - "CBS"), which will replace PIS and COFINS, and a nonfederal tax (Tax on Goods and Services - "IBS"), which will replace ICMS and ISS.

        A Selective Tax ("IS") was also created - under federal jurisdiction - to be levied on the production, extraction, commercialization or importation of goods and services harmful to health and the environment, as defined by complementary law.

        On December 17, 2024, the National Congress approved the first Complementary Bill (PLP) No. 68/2024, which regulated part of the Reform. PLP No. 68/2024 was sanctioned, with vetoes, by the President of the Republic on January 16, 2025, becoming Complementary Law No. 214/2025.

        Although the regulation and establishment of the IBS Management Committee was initially addressed in PLP No. 108/2024, the second regulatory bill of the Reform, approved by Congress and awaiting presidential sanction, incorporated part of the regulations for through Complementary Law No. 214/2025.

        There will be a transition period from 2026 to 2032, when both tax systems will coexist. The impacts of the Reform will only be fully known upon completion of the regulatory process of the pending matters through complementary law. Accordingly, there is no effect of the Reform on the financial statements as of December 31, 2025.

      2. Accounting impacts related to climate change

        Although the effects of climate change represent a source of uncertainty, management does not believe that there are material physical effects arising in the short and medium term, considering the studies and monitoring performed.

      3. Impacts of trade tariffs imposed by the United States

      On July 9, 2025, the Government of the United States of America announced the imposition of a 50% tariff on Brazilian exports to the United States, effective August 1, 2025, affecting sectors such as agribusiness, pulp and paper, steel, aerospace and footwear. The measure raised concerns among authorities and had an immediate impact on exporting companies, resulting in price fluctuations, increased foreign exchange volatility and a decline in orders.

      Management has assessed the potential impacts arising from these trade tariffs on the importation into the U.S. of products of Brazilian origin. Based on the analyses performed up to the reporting date of these financial statements, no material effects were identified on the operations, financial position or economic performance of the Company and its subsidiaries.

      Accordingly, there was no need to adjust the carrying amounts of assets and liabilities, nor were management's accounting estimates and judgments affected in the preparation of the financial statements as of December 31, 2025.

      The Company will continue to monitor developments on this matter and any changes in the regulatory and commercial environment that may affect its operations.

    6. Cash and cash equivalents and Financial investments

      1. Cash and cash equivalents

        Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. They include cash on hand, demand bank deposits and financial investments with original maturities of up to 90 days, or that are considered highly liquid and readily convertible into a known amount of cash and subject to an insignificant risk of changes in value.

      2. Financial investments

      Financial investments consist of Bank Deposit Certificates ("CDBs") and repurchase agreements with institutions presenting low credit risk, with returns predominantly linked to the Interbank Deposit Certificate ("CDI") rate. These investments are measured at fair value through profit or loss, including accrued interest up to the reporting date, which does not exceed their market or realization value.

      As the Company makes investments with maturities exceeding 90 days and holds them for investment purposes, they do not meet the criteria for recognition as cash and cash equivalents.

    7. Financial instruments - initial recognition and subsequent measurement

      A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

      Financial assets

      1. Initial recognition and measurement

        All financial assets are measured at either amortized cost or fair value, depending on the classification of the financial assets.

        The classification of financial assets on initial recognition depends on the contractual cash flow characteristics of the financial asset and on the Company's business model for managing them. Except for trade receivables that do not contain a significant financing component or for which the Company has applied a practical expedient, the Company initially measures a financial asset at its fair value plus transaction costs, in the case of financial assets not measured at fair value through profit or loss. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured in accordance with Note 2.18 - Revenue recognition from the sale of products.

        For a financial asset to be classified and measured at amortized cost, its contractual cash flows must represent solely payments of principal and interest. Interest income from these financial assets is recognized in finance income using the effective interest method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in "Finance income (expenses)" together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of income.

        For a financial asset to be classified and measured at fair value through other comprehensive income (FVOCI), it must be held both for collecting contractual cash flows and for selling the financial assets, and its contractual cash flows must represent solely payments of principal and interest. Changes in carrying amount are recognized in other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in the statement of income. Upon derecognition of the financial asset, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and recognized in "Finance income (expenses)." Interest income from these financial assets is recognized using the effective interest method. Foreign exchange gains and losses are presented in "Finance income (expenses)" and impairment expenses are presented as a separate line item in the statement of income.

        Fair value through profit or loss (FVTPL) - Financial assets that do not meet the criteria for classification at amortized cost or at fair value through other comprehensive income are measured at fair value through profit or loss. Any gains or losses on a debt instrument investment that is subsequently measured at fair value through profit or loss are recognized in profit or loss and presented net in "Finance income (expenses)" in the period in which they arise.

        The Company's business model for managing financial assets reflects how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, from selling the financial assets, or from both.

      2. Subsequent measurement

        For purposes of subsequent measurement, financial assets are classified into two categories:

        1. Financial assets at amortized cost (debt instruments); and

        2. Financial assets at fair value through profit or loss (FVTPL).

          As of December 31, 2025, the Company holds only financial assets classified as financial assets at amortized cost and financial assets at fair value through profit or loss.

      3. Financial assets at amortized cost (debt instruments)

        Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

        The Company's financial assets at amortized cost include Cash and cash equivalents, Trade receivables, Receivables - PRODZ financing, Amounts receivable - FINAME Manufacturer onlending, Receivables from related parties, and other financial assets recorded under Other receivables in current and non-current assets.

      4. Financial assets at fair value through profit or loss

        Financial assets at fair value through profit or loss are presented in the statement of financial position at fair value, with net changes in fair value recognized in the statement of income. These financial assets are recorded under Other receivables.

      5. Derecognition

        A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

        1. The rights to receive cash flows from the asset have expired; or

          The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement, and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

          When the Company transfers its rights to receive cash flows from an asset or enters into a pass-through arrangement, it evaluates whether, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations retained by the Company.

          Continuing involvement in the form of a guarantee over the transferred asset is measured at the lower of (i) the carrying amount of the asset and (ii) the maximum amount of consideration received that the entity could be required to repay (the guarantee amount).

      6. Impairment of financial assets

        The Company recognizes allowances for expected credit losses ("ECL") for all debt instruments not measured at fair value through profit or loss. Expected credit losses are based on the difference between the contractual cash flows due in accordance with the contract and all cash flows that the Company expects to receive, discounted at an effective interest rate that approximates the original effective interest rate of the transaction. The expected cash flows include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

        Expected credit losses are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, expected credit losses are measured based on default events that are possible within the next 12 months (12-month expected credit losses). For credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for expected credit losses over the remaining lifetime of the exposure, irrespective of the timing of the default.

        For trade receivables, the Company applies a simplified approach in calculating expected credit losses. Therefore, the Company recognizes lifetime expected credit losses at each reporting date. The Company has established a provision matrix based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and to the economic environment.

        Additional disclosures relating to impairment of trade receivables are provided in Note 4.

      7. Classification

      Financial assets are classified as current assets if the expected receipt period is one year or less; otherwise, they are presented as non-current assets.

      1. Financial liabilities

        1. Initial recognition and measurement

          Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or as financial liabilities at amortized cost, as applicable, and include Loans and financing, FINAME Manufacturer financing, Trade payables, Profit sharing payable, Dividends and interest on equity payable and part of the balance recorded under Other payables.

          All financial liabilities are initially measured at fair value and, in the case of financial liabilities not measured at fair value through profit or loss, net of directly attributable transaction costs.

          The Company's financial liabilities include trade payables and other payables, loans and financing, FINAME Manufacturer financing, related parties and dividends and interest on equity payable.

        2. Subsequent measurement

          The subsequent measurement of financial liabilities depends on their classification, as described below:

        3. Financial liabilities at amortized cost (loans and financing)

          After initial recognition, interest-bearing loans and financing, whether obtained or granted, are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, as well as through the amortization process using the effective interest rate method.

          Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance expense in the statement of income.

          This category generally applies to interest-bearing loans and financing obtained or granted. Further information provided in Notes 14 and 15.

        4. Derecognition

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

        5. Offsetting of financial instruments

          Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

        6. Classification

      Financial liabilities are classified as current liabilities if the settlement period is one year or less; otherwise, they are presented as non-current liabilities.

    8. Inventories

      Inventories are stated at the lower of net realizable value (estimated selling price in the ordinary course of business less estimated costs necessary to make the sale) and average production cost or average acquisition cost. Allowances for slow-moving or obsolete inventories are recognized when considered necessary by Management.

      The Company measures inventories using the absorption costing method, applying the weighted average method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labor, other direct costs and related production overhead (based on normal operating capacity), excluding borrowing costs.

      1. Rental machines held for sale

        Machines are classified as "Rental machines held for sale" under current assets when their carrying amounts will be recovered through sale rather than through continuing use in rental activities. This condition is considered met when: (i) the machines are available for immediate sale in their present condition and their sale is highly probable; (ii) Management is committed to the sale of machines deactivated from property, plant and equipment; (iii) the machines are actively marketed for sale at a price reasonable in relation to their current fair value; and (iv) the sale is expected to be completed within one year from the date of classification.

        Returned rental machines that have been deactivated are presented at the lower of fair value less estimated costs to sell and their net realizable value, which comprises acquisition cost plus capitalizable refurbishment costs, net of accumulated depreciation up to the date they are classified as "Rental machines held for sale."

    9. Property, plant and equipment

      Property, plant and equipment is measured at historical cost less accumulated depreciation and, when applicable, plus capitalized interest incurred during the construction phase of new facilities. Depreciation is calculated using the straight-line method, which considers the estimated useful lives of the assets.

      Subsequent costs are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

      The carrying amount of replaced parts is derecognized. All other repairs and maintenance are recognized directly in profit or loss when incurred.

      The residual value and the estimated useful lives of the assets are reviewed and adjusted, if necessary, at the end of each reporting period. The useful lives of property, plant and equipment by category are disclosed in Note 12.

      The carrying amount of an item of property, plant and equipment is written down immediately to its recoverable amount if the carrying amount exceeds the estimated recoverable amount.

      Gains and losses on disposals are determined by comparing the proceeds with the carrying

      amount and are recognized in "Other operating income, net" in the statement of income.

    10. Investment property

      Investment property consists of land and buildings held to earn rental income and/or for capital appreciation (Note 11). Investment property is measured at acquisition or construction cost, less accumulated depreciation, calculated using the straight-line method based on the estimated useful lives of the assets.

    11. Intangible assets

      Intangible assets are measured at acquisition cost, less accumulated amortization and impairment losses, when applicable. Intangible assets are amortized based on their effective use or using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed. The carrying amount of intangible assets is written down immediately to their recoverable amount when the carrying amount exceeds the recoverable amount (Note 13).

      Intangible assets acquired in a business combination (technology, customer relationships and customer base) are recognized at fair value, less accumulated amortization and impairment losses, when applicable. Intangible assets with finite useful lives are amortized over their estimated useful lives using a method that reflects the expected pattern of consumption of the economic benefits of the intangible asset.

      Intangible assets are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

      The Company reviews the amortization period and amortization method for its intangible assets with finite useful lives at the end of each reporting period.

      Research and development expenditures are recognized in "Research and development"

      expense, as the criteria for capitalization as intangible assets are not met.

    12. Impairment of non-financial assets

      At each reporting date, the Company assesses whether there is any indication that the carrying amount of a non-financial asset may not be recoverable. If such indication exists, the Company estimates the asset's recoverable amount.

      The recoverable amount of an asset is the higher of: (a) its fair value less costs to sell, and (b) its value in use. Value in use corresponds to the discounted cash flows (before taxes) expected to be derived from the continuing use of the asset until the end of its useful life. Regardless of whether there is any indication of impairment, intangible assets with indefinite useful lives are tested for impairment at least annually, in December.

      When the carrying amount of an asset exceeds its recoverable amount, the Company recognizes an impairment loss by reducing the carrying amount of the asset. Any impairment loss is recognized in profit or loss for the year.

      Except for goodwill impairment, any previously recognized provisions for impairment losses may be reversed. Such reversal is limited to the depreciated or amortized carrying amount that would have been determined at the reversal date had no impairment loss been recognized.

    13. Present value adjustment of assets and liabilities

      Assets and liabilities arising from short- and long-term transactions are adjusted to present value when significant, based on discount rates that reflect current market assessments. The discount rate used reflects prevailing market conditions. The present value adjustment is calculated on an exponential "pro rata die" basis from the inception date of each transaction. The accretion of the present value adjustment of monetary assets and liabilities is recognized as finance income or finance expense.

    14. Current and deferred income tax and social contribution

      Current income tax and social contribution expense are calculated in accordance with the tax laws in force at the reporting date in the countries where the Parent Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in relation to tax matters that are subject to interpretation and recognizes provisions when it is expected that income tax and social contribution will be payable based on the applicable tax legislation. Current tax is the amount of income tax payable or recoverable expected on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the reporting date.

      Deferred income tax and social contribution are recognized in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company and consolidated financial statements. However, deferred income tax and social contribution are not recognized if they arise from the initial recognition of assets and liabilities in a transaction that does not affect taxable profit, except in a business combination. Deferred income tax and social contribution are determined using tax rates (and laws) enacted or substantively enacted at the reporting date and are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized and tax losses can be offset. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized.

      Income tax and social contribution expense or income comprise current and deferred taxes. Current and deferred taxes are recognized in profit or loss, except when they relate to a business combination or to items recognized directly in equity or in other comprehensive income.

      Deferred tax assets and liabilities are presented on a net basis in the statement of financial position when there is a legally enforceable right and the intention to offset them against current tax liabilities, generally relating to the same legal entity and the same tax authority. Deferred tax assets and liabilities relating to different entities or different countries are presented separately and not on a net basis.

    15. Employee benefits

      The Company maintains employee benefit plans including defined contribution pension plans, medical and dental assistance and profit-sharing arrangements.

      The post-employment retirement plan is characterized as a defined contribution plan, for which the Company has no legal obligation if the plan does not hold sufficient assets to pay benefits earned by employees as a result of past services rendered.

      Contributions to the defined contribution retirement plan are recognized as an expense when incurred, that is, when employees render services to the Company (Note 19).

    16. Share capital

      Common shares are classified within equity. There are no preferred shares.

      Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction from the proceeds received, net of taxes.

    17. Distribution of dividends and interest on equity

      The distribution of dividends and interest on equity to the Company's shareholders is recognized as a liability in the parent company and consolidated financial statements at the end of the year, based on the Company's bylaws. Any amount in excess of the mandatory minimum (Note 18) is only recognized when approved by the shareholders.

      The tax benefit arising from interest on equity is recognized in the statement of income.

    18. Revenue recognition

      Revenue comprises the fair value of the consideration received or receivable for the sale of products in the ordinary course of the Company's activities. Revenue is presented net of taxes, returns, allowances and discounts, as well as eliminations of intercompany sales. Taxes on sales are recognized when sales are invoiced.

      1. Sales of products

        Revenue from contracts with customers is recognized when a performance obligation is satisfied. The Company generally concludes that it acts as the principal in its revenue contracts, as it typically controls the goods or services before transferring them to the customer.

        Romi Machines and B+W Machines: In these contracts, the primary performance obligation is generally the delivery of the machines. The distinction of other performance obligations, such as installation/technical delivery and training, is immaterial in the context of the contract and therefore does not have a significant impact on the parent company and consolidated financial statements.

        Castings and Machined Parts: In these contracts, the sale of products is generally the sole performance obligation. Accordingly, revenue is recognized when control of the asset is transferred to the customer, usually upon delivery of the item.

        1. Variable consideration

          If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it expects to be entitled in exchange for transferring goods to the customer. Variable consideration is estimated at contract inception and constrained to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

          Certain contracts with customers in the Castings and Machined Parts segment provide future discounts based on increased volume/productivity.

        2. Warranties

          The Company generally provides warranties for general repairs and does not provide extended warranties in its contracts with customers. Accordingly, most existing warranties are assurance-type warranties under IFRS 15/CPC 47 and continue to be accounted for in accordance with IAS 37/CPC 25 - Provisions, Contingent Liabilities and Contingent Assets, consistent with current practice.

        3. Financing component

          The Company generally receives short-term advances from its customers. Applying the practical expedient in CPC 47/IFRS 15, the Company does not adjust the consideration for the effects of a significant financing component if, at contract inception, it expects that the period between the transfer of the machine to the customer and payment will be one year or less.

          Additionally, the Company identified that in the sale of pre-owned machines there is a financing component, as these transactions are financed to the end customer with the Company's own resources and the financing cost is embedded in the selling price of the machine.

          The transaction price for these contracts is discounted using a rate that would be reflected in a separate financing transaction between the Company and its customers at contract inception, in order to reflect the significant financing component.

      2. Sale of lots (owned properties)

        Through its wholly owned subsidiary Rominor Comércio Empreendimentos e Participações S.A. ("Rominor Comércio"), the Company develops real estate projects on its own properties, classifying the real estate assets as investment property and/or inventory.

        Revenue is recognized in accordance with CPC 47 - Revenue from Contracts with Customers.

        Revenue from the sale of land is recognized when control of the asset is transferred to the buyer, which occurs when the contractual conditions for the transfer of possession and the significant risks and rewards of ownership are met, generally upon execution of the final deed or as established in the contract.

        For the year ended December 31, 2025, the Company sold a plot of land to an entity to carry out a real estate development project. The purchase and sale agreement establishes a single performance obligation corresponding to the transfer of the land, with no additional obligations related to construction, development or participation in the project. As a result of this transaction, the amount of R$ 12,106 was recognized under "Other operating income, net".

      3. Finance Income

        Finance income is recognized on an accrual basis using the effective interest method.

      4. Rental income from machines

        Rental income from machines is measured at the fair value of the consideration receivable for rental services. Revenue is recognized on a monthly basis over the term of the lease agreement and presented under operating revenue.

      5. Revenue from sale of rental machines held for sale

      Revenue from the sale of "Rental machines held for sale" is complementary to the machine rental activity. Revenue is recognized when there is persuasive evidence that the significant risks and rewards of ownership have been transferred to the buyer and the amount of revenue can be measured reliably.

      In these contracts, the primary performance obligation is generally the delivery of the machines. The distinction of other performance obligations, such as installation/technical delivery and training, is immaterial in the context of the contract and therefore does not have a significant impact on the parent company and consolidated financial statements.

    19. Provisions

      Provisions for tax, labor and civil risks are recognized when a past event has given rise to a present obligation (legal or constructive), it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated.

      The amount recognized as a provision is the best estimate of the settlement amount at the reporting date, taking into account the risks and uncertainties related to the obligation. When a provision is measured using estimated cash flows to settle the present obligation, its carrying amount is determined as the present value of those cash flows.

      When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the reimbursement is recognized as an asset when it is virtually certain that reimbursement will be received and the amount can be reliably measured.

    20. Application of judgments and material accounting policies in the preparation of the parent company and consolidated financial statements

      The preparation of the parent company and consolidated financial statements involves the use of estimates. The determination of these estimates considers historical and current events, assumptions regarding future events, formal opinions of experts, when applicable, and other objective and subjective factors. Significant items subject to these estimates and assumptions include:

      1. Useful lives of long-lived assets: Management reviews the useful lives of major assets with finite useful lives annually.

      2. Impairment testing of long-lived assets and assets with indefinite useful lives: Annually, the Company tests intangible assets with indefinite useful lives for impairment and, when necessary, performs impairment testing of assets with finite useful lives. The recoverable amounts of Cash-Generating Units (CGUs) are determined based on value in use calculations using estimates (Note 2.12).

      3. Realization and obsolescence of inventories: Assumptions are described in Note 2.8.

      4. Credit risk analysis for determining expected credit loss allowance: Assumptions are described in Note 2.7(f).

      5. Realization of deferred income tax assets on tax losses, negative tax bases and temporary differences of social contribution (Note 2.14).

      Analysis of other risks for determining provisions, including contingencies: Provisions are recognized for all contingencies for which an outflow of resources is probable. The assessment of the likelihood of loss includes evaluation of available evidence, the hierarchy of laws, available case law, the most recent court decisions and their relevance within the legal system, as well as the assessment of external legal counsel and specialists, when applicable.

      The final settlement of transactions involving these estimates may result in amounts different from those recorded in the parent company and consolidated financial statements due to the inherent uncertainties of the estimation process. These estimates and assumptions are reviewed periodically.

    21. Segment reporting

      Operating segment information is presented consistently with the internal reports provided to the Board of Directors, which is responsible for resource allocation, performance evaluation of operating segments and strategic decision-making (Note 22).

    22. Statement of cash flows

      The Company classifies interest paid and monetary variations on loans and financing, and dividends received, as financing and investing activities, respectively, in its statement of cash flows. This classification has been adopted as such items represent the cost of obtaining financial resources and returns on investments, in accordance with paragraph 33 of CPC 03 (R2) / IAS 7.

    23. ICPC 22 (IFRIC 23) - Uncertainty over Income Tax Treatments

      ICPC 22 / IFRIC 23 provides guidance on how to determine the tax and accounting position when there is uncertainty over income tax treatments. The interpretation requires the Company to determine whether uncertain tax positions are assessed separately or as a group and to assess whether it is probable that the tax authority will accept the uncertain tax treatment used, or proposed to be used, in the income tax returns.

    24. Adoption of new and revised CPCs/IFRSs accounting standards

      1. New and amended accounting standards effective in the current year

        The following amendments were adopted for the first time for the year beginning on January 1, 2025:

        • Amendments to IAS 21 / CPC 02 (R2) - Effects of Changes in Foreign Exchange Rates:In August 2023, the IASB amended IAS 21 by adding new requirements to help entities determine whether a currency is exchangeable into another currency and, when it is not, which exchange rate to use. Prior to these amendments, IAS 21 only addressed temporary lack of exchangeability. These amendments are effective for annual periods beginning on or after January 1, 2025.

          The Company does not expect these amendments to have a material impact on its operations or financial statements.

      2. New and revised accounting standards issued but not yet effective

        The following amendments have been issued by the IASB but are not yet effective for the year 2025. Early adoption is not permitted in Brazil by the CPC.

        • Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments:On May 30, 2024, the IASB issued amendments to IFRS 9 - "Financial Instruments" and IFRS 7 - "Financial Instruments: Disclosures" to address recent practical issues, improve understandability, and introduce new requirements applicable to entities in general and not only to financial institutions.

          The amendments:

          1. clarify the date of recognition and derecognition of certain financial assets and financial liabilities, including a new exception for certain financial liabilities settled through an electronic cash transfer system;

          2. clarify and add guidance for assessing whether a financial asset meets the solely payments

            of principal and interest ("SPPI") criterion, including situations involving contingent events;

          3. introduce new disclosure requirements for certain instruments with contractual terms that may change cash flows (such as financial instruments with ESG-linked features); and

          4. update disclosure requirements for equity instruments designated at fair value through

            other comprehensive income ("FVOCI").

            These amendments are effective for annual periods beginning on or after January 1, 2026. The Company does not expect these amendments to have a material impact on its operations or financial statements.

            • Amendments to IFRS 9 and IFRS 7 - Contracts referencing nature-dependent electricity:In December 2024, the IASB amended the own use and hedge accounting requirements in IFRS 9 - "Financial Instruments" and added certain disclosure requirements to IFRS 7 - "Financial Instruments: Disclosures", with the objective of ensuring that financial statements appropriately reflect the effects of contracts referencing energy whose generation depends on natural conditions (e.g., wind energy, solar energy), described as "contracts referencing nature-dependent electricity". Accordingly, these amendments apply only to contracts that expose an entity to variability arising from volatility in electricity generation dependent on natural conditions.

              The amendments provide: (i) guidance to assist entities in determining whether energy contracts dependent on natural conditions should be accounted for as own use contracts;

              (ii) conditions to be considered for the application of hedge accounting (cash flow hedge); and (iii) disclosures regarding contractual features that expose the entity to variability, unrecognized contractual commitments (estimated cash flows) and the effects of such contracts on the entity's performance during the year.

              These amendments are effective for annual periods beginning on or after January 1, 2026. The Company is in the early stages of assessing the effects of these amendments on its financial statements; however, it does not expect them to result in material impacts.

            • Presentation and Disclosure in Financial Statements:This new accounting standard will replace IAS 1 - "Presentation of Financial Statements", introducing new requirements aimed at enhancing comparability of financial performance among similar entities and providing more relevant information and transparency to users.

              Although IFRS 18 does not affect the recognition or measurement of items in the financial statements, its impact on presentation and disclosure is expected to be pervasive, particularly in relation to the statement of financial performance and the presentation of management-defined performance measures within the financial statements.

              Management is currently evaluating the detailed implications of applying the new standard to the Company's financial statements. Based on a preliminary assessment, the following potential impacts have been identified:

              Although the adoption of IFRS 18 will not affect the Group's net income, the grouping of income and expense items in the statement of income into new categories is expected to affect how operating profit is calculated and presented.

              Line items presented in the primary financial statements may change as a result of the enhanced aggregation and disaggregation principles. In addition, as goodwill will be required to be presented separately in the statement of financial position, the Company will disaggregate goodwill and other intangible assets and present them separately.

              The Company does not expect significant changes to the information currently disclosed in the notes to the financial statements, as the requirement to disclose material information remains unchanged; however, the way information is grouped may change as a result of the aggregation/disaggregation principles. In addition, significant new disclosures will be required regarding: (i) management-defined performance measures; (ii) the nature of certain expense line items presented by function within the operating category of the statement of income; and (iii) in the first year of application of IFRS 18, a reconciliation for each line item in the statement of income between the amounts restated under IFRS 18 and those previously presented under IAS 1.

            • With respect to the statement of cash flows, there will be changes in the presentation of interest received and paid. Interest paid will be presented as financing cash flows and interest received as investing cash flows.

              The new standard is effective for annual periods beginning on or after January 1, 2027, with retrospective application. Accordingly, comparative information for the year ending December 31, 2026 will be restated in accordance with IFRS 18.

            • IFRS 19 - Subsidiaries without Public Accountability: Disclosures:This new standard and related amendments allow certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure requirements, balancing the information needs of users of the eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries.

              IFRS 19 is effective for annual periods beginning on or after January 1, 2027. The Company does not expect these amendments to have an impact on its financial statements.

            • Annual Improvements to IFRS Accounting Standards - Volume 11:The annual improvements are limited to amendments intended to clarify the wording of certain IFRS Accounting Standards or to correct relatively minor unintended consequences, omissions or conflicts between the requirements of IFRS Accounting Standards.

          The amendments relate to the following standards:

          IFRS 1 - "First-time Adoption of International Financial Reporting Standards"; IFRS 7 - "Financial Instruments: Disclosures" and its implementation guidance; IFRS 9 - "Financial Instruments";

          IFRS 10 - "Consolidated Financial Statements"; and

          IAS 7 - "Statement of Cash Flows".

          These amendments are effective for annual periods beginning on or after January 1, 2026. The Company does not expect these amendments to have a material impact on its financial statements.

          • Amendments to IAS 21 - Translation to a Hyperinflationary Presentation Currency:These narrow-scope amendments specify the translation procedures for an entity whose presentation currency is that of a hyperinflationary economy. An entity applies the amendments if:

          • Its functional currency is that of a non-hyperinflationary economy and it translates its results and financial position into the currency of a hyperinflationary economy; or

          • It translates into the currency of a hyperinflationary economy the results and financial position of a foreign operation whose functional currency is that of a non-hyperinflationary economy.

            The amendments aim to improve the usefulness of the resulting information in a cost-efficient manner. Developed in response to stakeholder feedback, these amendments are expected to reduce diversity in practice and provide a clearer basis for reporting in a hyperinflationary presentation currency.

            These amendments are effective for annual periods beginning on or after January 1, 2027. The Company does not expect these amendments to have an impact on its financial statements.

          • Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 - "Disclosure of Uncertainties in Financial Statements": These amendments include illustrative examples demonstrating how an entity may apply the requirements of IFRS Accounting Standards to disclose the effects of uncertainties in its financial statements.

          The examples illustrate how to disclose the impacts of uncertainties in climate-related scenarios; however, the principles and requirements are equally applicable to the disclosure of other uncertainties. The examples do not add to or modify the requirements of IFRS Accounting Standards and, therefore, no transition requirements apply. Instead, these examples will accompany the respective IFRS Accounting Standards to which they relate.

          These new standards and amendments are not expected to have a significant impact on the

          Company's financial statements.

          There are no other IFRS Accounting Standards or IFRIC Interpretations not yet effective

          that could have a significant impact on the Company's financial statements.

  3. CASH AND CASH EQUIVALENTS AND FINANCIAL INVESTMENTS

Parent

Consolidated

12.31.2025

12.31.2024

12.31.2025 12.31.2024

Cash and banks

10,101

19,254

103,189 126,231

Bank deposit certificates (CDB) (a)

210,205

99,647

273,062 135,817

Other

283

172

283 172

Total cash and cash equivalents

220,589

119,073

376,534 262,220

Financial investments backed by debentures (b)

28,984

50,230

29,298 99,476

Bank deposit certificates (c)

70,269

-

70,269 -

Total assets held for trading

99,253

50,230

99,567 99,476

(a) These financial investments earn

returns substantially

indexed to

the Interbank Deposit

Certificate - CDI, with maturities of up to 90 days.

  1. Refers to financial investments earning returns substantially indexed to the Interbank Deposit Certificate - CDI, with maturities exceeding 90 days.

  2. These financial investments earn returns substantially indexed to the Interbank Deposit Certificate - CDI, with maturities exceeding 90 days.

Financial investments earned an average yield of 100.57% of the CDI as of December 31, 2025 (101.84% of the CDI as of December 31, 2024).

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