BUSINESS COMBINATION (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| IfrsStatementLineItems [Line Items] |
|
| Schedule of consideration transferred |
| Schedule of consideration transferred |
|
|
| Value of the consideration transferred (R$ thousand) |
| Installment |
|
Installment |
| in cash (1) |
|
309,994 |
| 1ª |
|
111,250 |
| 2ª |
|
111,250 |
| 3ª |
|
220,000 |
| Amount paid for 70% of the shares |
|
752,494 |
| (1) |
an amount of R$300,000 paid in April 2025, more R$9,994 paid in September of 2025. |
|
| Schedule of fair value of assets acquired and liabilities assumed |
| Schedule of fair value of assets acquired and liabilities
assumed |
|
| |
Fair value |
| Fair value of acquired assets: |
|
| Current Assets |
|
| Cash and cash equivalents |
87,046 |
| Trade receivables |
205,529 |
| Inventories |
72,924 |
| Recoverable taxes |
18,672 |
| Other assets |
26,561 |
| Non-Current Asset |
|
| Deferred taxes |
47,393 |
| Other assets |
21,122 |
| Property, plant and equipment (1) |
820,398 |
| Intangible assets (2) |
71,591 |
| Total assets acquired |
1,371,236 |
| Fair value of assumed liabilities: |
|
| Current Liabilities |
|
| Trade payables |
180,962 |
| Borrowings and financing (3) |
251,201 |
| Payroll and related taxes |
29,600 |
| Lease liabilities (4) |
19,633 |
| Other payables |
34,177 |
| Non-current Liabilities |
|
| Borrowings and financing (3) |
378,655 |
| Lease liabilities (4) |
189,545 |
| Provisions for tax, social security, labor civil, environmental risk (5) |
24,828 |
| Deferred taxes (6) |
32,709 |
| Other payables |
7,510 |
| Total liabilities assumed |
1,148,820 |
| |
|
| Total of Identifiable Net Assets at Fair Value |
222,416 |
| 70% ownership by the Parent Company |
155,691 |
| (1) |
The fair value of fixed assets determined by market and cost approaches, mainly for vehicle groups (light and heavy-duty, dump trucks and
semi-trailers), machinery and equipment, and improvements. |
| (2) |
The fair value of intangibles includes intangible goodwill assets acquired and recognized by the acquiree before the allocation of fair
value, in the amount of R$17,108. |
| (3) |
The Loans and financing assumed in the acquisition and their respective maturities are
shown in the tables below: |
|
| Schedule of loans and financing assumed |
| Schedule of loans and financing assumed |
|
|
|
|
|
|
| |
|
Current Liabilities |
|
Non-current Liabilities |
|
Total |
| Foreign Debt |
|
|
|
|
|
|
| Fixed interest in USD |
|
|
|
|
|
|
| Bonds, Facility and ACC |
|
35,277 |
|
38,500 |
|
73,777 |
| |
|
35,277 |
|
38,500 |
|
73,777 |
| |
|
|
|
|
|
|
| Local Debt |
|
|
|
|
|
|
| Fixed interest in BRL |
|
|
|
|
|
|
| BNDES/FINAME/FINEP, Debentures, CRI and NCE |
|
215,924 |
|
340,155 |
|
556,079 |
| |
|
215,924 |
|
340,155 |
|
556,079 |
| Total Borrowings and Financing |
|
251,201 |
|
378,655 |
|
629,856 |
|
| Schedule of maturities |
| Schedule of maturities |
|
|
|
|
|
| Maturity |
|
Foreign Debt |
|
Local Debt |
Total |
| 2025 |
|
|
|
82,513 |
82,513 |
| 2026 |
|
35,277 |
|
176,201 |
211,478 |
| 2027 |
|
|
|
151,109 |
151,109 |
| 2028 |
|
38,500 |
|
49,128 |
87,628 |
| 2029 |
|
|
|
15,167 |
15,167 |
| 2030 |
|
|
|
81,961 |
81,961 |
| |
|
73,777 |
|
556,079 |
629,856 |
| (4) |
The Company measured acquired lease liabilities using the present value of the remaining lease payments as of the acquisition date. Right
of use assets were measured at an amount equal to lease liabilities and adjusted to reflect favorable lease conditions relative to market
terms. |
| (5) |
Provisions and Contingent liabilities assumed in the acquisition that were considered present obligations arising from past events and
can be reliably measured have been recognized and are initially measured at fair value on the acquisition date and subsequently measured
in accordance with the requirements of IFRS 3 – Business Combination, at an amount in excess of that which would be recognized
in accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets. The table shown below presents the total amount
of provisions and contingent liabilities assumed on the transaction date, including attributed fair value, as follows: |
|
| Schedule of provisions and contingent liabilities assumed |
| Schedule of provisions and contingent liabilities assumed |
|
|
| |
|
BRL |
| Tax |
|
12,691 |
| Labor |
|
12,093 |
| Civil |
|
44 |
| Total provisions and contingent liabilities |
|
24,828 |
| (6) |
Amounts mainly consist of deferred tax liabilities related to the acquiree’s initial balance and the net position of deferred tax
assets and liabilities related to allocation of the purchase price. |
|
| Schedule of goodwill on acquisition |
| Schedule of goodwill on acquisition |
|
|
|
|
|
|
| |
|
|
|
Reference |
|
Grupo Estrela |
| Total acquisition price |
|
A |
|
(i) |
|
752,494 |
| Fair value of net assets |
|
B |
|
(ii) |
|
155,691 |
| Goodwill (1) |
|
= ( A - B ) |
|
|
|
596,803 |
| (1) |
Goodwill was mainly attributed to: |
| § | Expected operational and logistical synergies, |
| § | Vertical integration of transport operations
within the CSN Group, |
| § | Gains in scale and efficiency, |
| § | Capacity to expand within the logistics
market, |
| § | Expected future profitability. |
|
| Schedule of revenue and results |
| Schedule of revenue and results |
|
|
| |
|
Estrela Group |
| Period (from - to) a |
|
04/01/2025 to 12/31/2025 |
| Revenue |
|
763,412 |
| P&L |
|
(16,912) |
| Period (from - to) b |
|
01/01/2025 to 12/31/2025 |
| Revenue |
|
1,019,278 |
| P&L |
|
(36,778) |
| (a) |
Impact on the Company's consolidated financial statements in 2025. |
| (b) |
Impact on the Financial Statement if the acquisition date had occurred at the start of the 2025 fiscal year. |
|
| Schedule of general information acquisitions |
| (1) |
Galvacolor, which was acquired by CSN, maintains industrial operations dedicated to the galvanization and painting of flat steels. The
company largely maintains operations in the civil construction sector. This transaction expanded the Company's portfolio of coated products
and strengthened its competitive positioning on the European market. |
| (2) |
Gramperfil, which was acquired by CSN Steel S.L., specializes in the manufacture of metal structural profiles and accessories used in
the construction sector. This acquisition allows the Company to expand its operations in the market segment for structural solutions
and offers greater proximity to end customers and an increase in operating margin. |
| (3) |
Global Dot, which was indirectly acquired by CSN through its subsidiaries CSN Inova Ventures and CSN Inova Soluções S.A.,
provide complete fleet management services with a focus on improving internal logistics and improving processes used in making requests,
scheduling, execution, measuring contracts and sizing fleets. This acquisition is in line with the Company's integration strategy, aiming
at providing greater synergy, productivity and reducing costs through a single technological platform. |
|
| Schedule of fair value of assets acquired and liabilities assumed |
| Schedule of fair value of assets acquired and liabilities assumed |
|
|
|
|
|
| |
|
Galvacolor |
|
Gramperfil |
Total |
| Fair Value of Acquired Assets: |
|
|
|
|
|
| Current Assets |
|
|
|
|
|
| Cash and cash equivalents |
|
4,914 |
|
13,261 |
18,175 |
| Trade receivables |
|
42,285 |
|
23,704 |
65,989 |
| Inventories |
|
193,943 |
|
23,621 |
217,564 |
| Recoverable taxes |
|
24,087 |
|
1,809 |
25,896 |
| Other assets |
|
2,346 |
|
1,360 |
3,706 |
| Non-current Assets |
|
|
|
|
|
| Deferred taxes |
|
3,210 |
|
|
3,210 |
| Other assets |
|
51 |
|
22 |
73 |
| Property, plant and equipment |
|
167,685 |
|
30,389 |
198,074 |
| Intangible assets |
|
46 |
|
42 |
88 |
| Total assets acquired |
|
438,567 |
|
94,208 |
532,775 |
| |
|
|
|
|
|
| Fair Value of Assumed Liabilities: |
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
| Trade payables |
|
115,669 |
|
7,017 |
122,686 |
| Borrowings and financing |
|
|
|
11,718 |
11,718 |
| Taxes payable |
|
26,947 |
|
2,143 |
29,090 |
| Other payables |
|
4,938 |
|
202 |
5,140 |
| Total liabilities assumed |
|
147,554 |
|
21,080 |
168,634 |
| |
|
|
|
|
|
| Total of Identifiable Net Assets at Fair Value |
|
291,013 |
|
73,128 |
364,141 |
|
| Galvacolor Gramperfil And Globaldot [Member] |
|
| IfrsStatementLineItems [Line Items] |
|
| Schedule of goodwill on acquisition |
| Schedule of goodwill on acquisition |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Galvacolor |
|
Gramperfil |
|
Globaldot |
| Total acquisition price |
|
A |
|
|
291,013 |
|
73,128 |
|
50,891 |
| Fair value of net assets |
|
B |
|
|
291,013 |
|
73,128 |
|
11,728 |
| Goodwill (1) |
|
= ( A - B ) |
|
|
|
|
|
|
39,163 |
| (1) | Provisional goodwill recognized in acquisitions is mainly attributed to: |
| § | Expected operational and commercial synergies, |
| § | Expansion of market presence, |
| § | Expected future profitability. |
|
| Schedule of revenue and results |
| Schedule of revenue and results |
|
|
|
|
|
|
|
|
| |
|
Galvacolor |
|
Gramperfil |
|
Global Dot* |
|
|
| Period (from - to) a |
|
11/18/2025 to 12/31/2025 |
|
03/23/2025 to 12/31/2025 |
|
12/05/2025 to 12/31/2025 |
|
Total |
| |
|
|
|
|
|
|
|
|
| Revenue |
|
18,301 |
|
80,886 |
|
|
|
99,187 |
| P&L |
|
(4,543) |
|
5,328 |
|
|
|
785 |
| |
|
|
|
|
|
|
|
|
| Period (from - to) b |
|
01/01/2025 to 12/31/2025 |
|
01/01/2025 to 12/31/2025 |
|
01/01/2025 to 12/31/2025 |
|
Total |
| |
|
|
|
|
|
|
|
|
| Revenue |
|
315,216 |
|
113,179 |
|
26,349 |
|
454,744 |
| P&L |
|
(75,802) |
|
6,299 |
|
9,838 |
|
(59,665) |
| (*) |
Considering that the acquisition was completed on December 5, 2025, and there was no material transactions made in the last month of
the year, there was no impact on the Company's financial statements. |
| (a) |
Impact on the Company's consolidated financial statements in 2025. |
| (b) |
Impact on the financial statements if the acquisition date had occurred at the start of the 2025 fiscal year. |
|