UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934
For the month of March 2025
Commission File Number: 333-251238
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COSAN S.A.
(Exact name of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
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Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
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Cosan S.A.
Management Report 2024
Cosan S.A. ("Cosan" or "Company") submits for consideration of its shareholders the Management Report concerning the activities performed in the fiscal year ended in 2024. The result is presented in accordance with the accounting practices adopted in Brazil and international standards (IFRS). Except where otherwise stated, all comparisons in this report consider the year 2024 vs. 2023.
The Company also provides a detailed version of its Financial Statements and its earnings release on its website: https://www.cosan.com.br/en/
1. Message from the CEO
The year 2024 began with positive prospects for reducing interest rates in the United States and Brazil, as well as projections of controlled inflation and appreciation of the real against the dollar. However, during the year, there was a deterioration in inflation expectations and Brazil's debt trajectory, necessitating a new cycle of interest rate hikes, raising future interest rate expectations.
Despite a more challenging macroeconomic scenario, we had significant operational results in most of the portfolio's investments. Rumo had solid performance during the year, with growth in transported volume (including some months of record monthly volume), increased market share in exports through the Port of Santos, and higher average annual tariff. Compass recorded higher volumes of natural gas distributed across all segments and the ramp-up of TRSP at Edge, demonstrating the success of the expansion strategy in the free market. At Moove, profitability increased with an improved mix of products sold and efficient supply chain management. Radar's land portfolio again recorded a year of appreciation, albeit at a slower pace than the previous year.
Raízen, on the other hand, had operational and financial results below expectations. However, the company's shareholders promoted significant changes in key executives, seeking a thorough strategic review and performance recovery. In the first months, the new management team reviewed the entire organizational structure, significantly reduced back-office positions, and defined a new focus on portfolio simplification, investment optimization, and resizing trading operations to reduce them, focusing on key businesses to improve results.
At Cosan, we managed our debt, extending the average term of our debts while taking advantage of favorable conditions in the Brazilian debt market to reduce our average spread relative to the CDI.
The expectation of higher interest rates makes discipline in capital allocation even more relevant, balancing leverage and portfolio quality. In this context, important movements occurred: (i) at Compass, the acquisition of control of Compagás and the sale of Norgás distributors; (ii) at Moove, the acquisition of DIPI Holdings group, bringing more optionality in lubricants; (iii) at Rumo, the signing of the sale of 50% of T39 and the partnership with CHS for a new terminal in Santos; (iv) at Radar, nine farms were sold throughout 2024, following the asset recycling strategy; and (v) at Raízen, advances were made through the monetization of sugarcane areas, the sale of distributed solar generation projects, and the dilution of participation in Mobility in Paraguay.
The scenario reinforces the need to take actions to reduce the level of indebtedness at the holding company. Therefore, for 2025, maximizing our discipline and assertiveness in capital allocation decisions will be key themes. In this sense, we took a first step in the trajectory of changes by selling our minority stake in Vale in January 2025 to reduce debt and optimize Cosan's capital structure. The proceeds from the sale are being used for prepayments of bonds and debentures. It is worth noting that the deleveraging process, converging to a more sustainable debt service coverage ratio, will be done without losing sight of the quality of the portfolio's asset composition and ensuring that the portfolio companies continue to execute their structuring projects, which support their future value creation.
Marcelo Martins
CEO of Cosan
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Cosan Consolidated
Below we present the consolidated accounting result for 2024 for Cosan and its business units. Except for Raízen (a joint venture co-controlled by Cosan), all other information reflects the consolidation of 100% of the subsidiaries' results, regardless of Cosan's interest. For more information, see Note 9 "Investments in Subsidiaries and Associates" of the individual and consolidated financial statements as of December 31, 2024 ("Financial Statements").
Note that Cosan (corporate segment) represents the reconciliation of Cosan's corporate structure, offshore financial companies and other expenses, as detailed in Note 1 of the Financial Statements. The following tables reflect the complete information provided in the Company's Financial Statements.
Income statement for the period - BRL mln |
2024 |
2023 |
Change |
Net revenue |
43,951 |
39,468 |
11% |
Cost of goods and services sold |
(30,236) |
(28,550) |
6% |
Gross profit |
13,715 |
10,919 |
26% |
Selling, general & administrative expenses |
(4,421) |
(3,879) |
14% |
Other net operating income (expenses) |
1,550 |
3,924 |
-61% |
Impairment |
(3,155) |
- |
n/a |
Financial results |
(8,750) |
(7,897) |
11% |
Interest in earnings (losses) of subsidiaries and associates |
1,719 |
351 |
n/a |
Interest in earnings (losses) of joint ventures |
(1,230) |
1,695 |
n/a |
Impairment in associate |
(4,672) |
- |
n/a |
Expenses with income and social contribution taxes |
(3,191) |
(274) |
n/a |
Non-controlling interest |
(1,262) |
(3,790) |
-67% |
Discontinued operation |
274 |
45 |
n/a |
Net income (Loss) |
(9,424) |
1,094 |
n/a |
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Information by Segment:
Income statement for the period - BRL mln |
Raízen |
Compass |
Moove |
Rumo |
Radar |
Cosan Corporate |
Deconsolidation |
Elimination |
Consolidated |
Net revenue |
251,199 |
18,383 |
10,248 |
13,936 |
1,442 |
2 |
(251,199) |
(61) |
43,951 |
Cost of goods and services sold |
(237,637) |
(14,707) |
(7,310) |
(7,534) |
(747) |
(0) |
237,637 |
61 |
(30,236) |
Gross profit |
13,562 |
3,676 |
2,938 |
6,403 |
695 |
2 |
(13,562) |
- |
13,715 |
Selling, general & administrative expenses |
(9,655) |
(1,014) |
(2,253) |
(711) |
(73) |
(371) |
9,655 |
0 |
(4,421) |
Other net operating income (expenses) |
2,029 |
858 |
84 |
(147) |
1,265 |
(511) |
(2,029) |
- |
1,550 |
Impairment |
- |
(6) |
- |
(3,149) |
- |
- |
- |
- |
(3,155) |
Financial results |
(7,273) |
(854) |
(181) |
(2,578) |
28 |
(5,164) |
7,273 |
0 |
(8,750) |
Interest in earnings (losses) of subsidiaries and associates |
(236) |
154 |
(0) |
40 |
22 |
3,509 |
236 |
(2,007) |
1,719 |
Interest in earnings (losses) of joint ventures |
- |
- |
- |
(7) |
- |
(1,223) |
- |
- |
(1,230) |
Impairment in associate |
- |
- |
- |
- |
- |
(4,672) |
- |
- |
(4,672) |
Expenses with income and social contribution taxes |
(1,103) |
(967) |
(195) |
(800) |
(130) |
(1,099) |
1,103 |
(0) |
(3,191) |
Non-controlling interest |
(57) |
(392) |
(118) |
658 |
(1,273) |
(137) |
57 |
(0) |
(1,262) |
Discontinued operation |
- |
274 |
- |
- |
- |
241 |
- |
(241) |
274 |
Net income (Loss) |
(2,732) |
1,731 |
276 |
(292) |
533 |
(9,424) |
2,732 |
(2,248) |
(9,424) |
Notes: (1) Although Raízen S.A. is a joint venture registered by the equity method and not proportionally consolidated, Management continues to review information by segment. The reconciliation of these segments is presented in the "Deconsolidation of jointly controlled entity" column.
Below are the material changes in Income Statements:
Net Revenue
Cosan's consolidated net revenue reached R$ 44.0 billion in 2024, up 11% compared to 2023. Below are the relevant variations in revenues by segment:
Rumo's net revenue totaled R$ 13.9 billion in 2024 (+27%). The revenue increase was due to a 3% growth in transported volume and a 24% increase in the average tariff.
Compass's net revenue was R$ 18.4 billion in 2024 (+3%). This increase reflects the recovery of volumes in the distribution segment, inflation adjustments and the start of operations at EDGE with TRSP and new contracts with free market customers.
Moove's net revenue reached R$ 10.2 billion in 2024 (+2%) compared to the previous year due to the portfolio management strategy and product mix that led to revenue growth, even in a scenario of volume reduction.
Radar's net revenue was R$ 1.4 billion in 2024 compared to R$ 743 million in the previous year. This variation is explained by the strategic sale of 9 agricultural properties during the year.
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Operating Cost
The cost of goods sold, and services provided by Cosan's subsidiaries totaled R$ 30.2 billion in the fiscal year ended December 31, 2024 (+6%). This growth is justified by (i) at Rumo, an increase from R$ 6.8 billion in 2023 to R$ 7.5 billion in 2024, mainly due to higher transported volumes, as well as the increase in unit fuel cost and fixed costs to support the growth of operations; (ii) at Radar, the cost of goods sold and services provided increased from R$ 153 million to R$ 747 million in 2024, due to the write-off of the book value of farm sales; (iii) at Compass, a 3% growth, reaching R$ 14.7 billion in 2024, mainly impacted by the cost of gas and transportation, which totaled R$ 12.1 billion. Finally, the result was partially offset by the reduction in costs at Moove, which reached R$ 7.3 billion in 2024 (-1%), due to the execution of the commercial strategy and efficient supply chain management.
Gross Profit
With these results, Cosan presented a gross profit of R$ 13.7 billion in 2024 (+26%), mainly due to the segments of (i) Rumo, reflecting the increase in transportation operating revenue, (ii) Moove, due to higher sales volume and healthy margins, and (iii) Radar, due to revenue from agricultural property sales.
Selling, General, Administrative Expenses, and Other Revenues
Selling, general, administrative expenses, and other revenues totaled R$ 6.0 billion in the fiscal year 2024, presenting an increase justified by:
At Rumo, selling, general, administrative expenses totaled R$ 711 million in the fiscal year 2024 (+18%). The increase in expenses was compatible with the structure implemented to reinforce processes to support the growth strategy, efficiency gains, and risk management. The result of other operating income and expenses was negative at R$ 3.3 billion, with R$ 3.1 billion referring to the provision for asset write-offs at Rumo Malha Sul.
At Moove, selling, general, administrative expenses, and other revenues totaled R$ 2.2 billion in the fiscal year 2024, impacted by: i) an 88% increase in depreciation and amortization expenses due to the acceleration of goodwill amortization in North America; and ii) non-recurring expenses related to the IPO process of R$ 156 million in the year. Excluding D&A expenses and non-recurring effects, VG&A expenses and other revenues increased by 1% compared to the previous fiscal year, and less than the revenue growth.
Financial Result
In 2024, Cosan's financial result totaled an expense of R$ 8.7 billion, compared to an expense of R$ 7.9 billion in 2023. The increase is mainly due to:
At Cosan Corporate, the financial result totaled R$ 5.3 billion, mainly impacted by: (i) exchange rate variation and non-debt derivatives of R$ 3.5 billion due to changes in the dollar currency during 2024 and (ii) interest and monetary variation of R$ 1.8 billion.
At Rumo, the financial result totaled R$ 2.6 billion. The lower net debt cost, resulting from the drop in the average CDI during the year, was offset by the increased cost of lease liabilities due to additions from the 6th amendment of Rumo Malha Paulista and the leasing of equipment for permanent way maintenance.
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Equity Pickup
The equity pickup result as of December 31, 2024 was negative R$ 4.2 billion compared to positive R$ 2.0 billion in 2023. This variation is due to: (i) the negative impact of the impairment of the Vale investment, reducing the equity pickup by R$ 3.1 billion; (ii) the negative effect on trading operations, increased financial expenses, and lower volume and margin in fuel distribution, marginally offset by the increase in sugar and ethanol sales at Raízen; and (iii) the positive participation of R$ 154.5 million at Compass and R$ 40.3 million at Rumo.
Income Tax and Social Contribution
Income tax and social contribution in the fiscal year ended December 31, 2024, generated an expense of R$ 3.2 billion compared to an expense of R$ 274 million in the previous year. In December 2024, the effective tax rate was 63.7%. The main effects were due to: (i) provision for non-recoverability of tax losses and temporary differences of R$ 2.5 billion; and (ii) write-off of tax losses of R$ 325 million.
Net Income
Cosan ended the year 2024 with a net loss of R$ 9.4 billion, mainly impacted by the Vale’s investment impairment due to the sale of the stake totaling R$ 4.6 billion, provision for non-recoverability of tax losses and temporary differences of R$ 2.5 billion, and impairment of assets at the subsidiary Rumo amounting to R$ 3.1 billion.
Proposal for Allocation of the Company's Result for the Fiscal Year Ended December 31, 2024
The Company's Management proposes the following amortization for the loss of the fiscal year:
BRL
Net Loss for the Year: |
(9,423,794,618.82) |
Legal Reserve |
(58,801,619.29) |
Statutory Reserve |
(8,715,187,549.55) |
The remaining balance of R$ 649,805,449.98 will be appropriated to the "Accumulated Losses" account until the capital reduction of the Company is approved, as submitted for approval on extraordinary matter at the Company’s Shareholders Meeting.
Safety and well-being remain priorities for the Company, and we strive for zero accidents. However, despite our efforts, our safety indicator (LTIF Lost time injury frequency = Number of accidents/million hours worked) was 0.28 in 2024. Cosan and its investees remain focused on maintaining high safety standards in our operations, investing in training, technology, and safe practices. We also offer comprehensive health benefits, reinforcing care for the physical and mental well-being of our team.
In 2024, we continued to strengthen our Entrepreneurial Culture with leadership and employees, exploring how our behaviors and management model are lived in practice.
We advanced in Gender Equity with 69.4% of women in Cosan's leadership and 53% in senior management. Additionally, we signed the commitment with the Forum of Companies and LGBTI+ Rights and the Business Initiative for Racial Equality, strengthening our role in advancing inclusion and equity within Cosan.
As recognition, we achieved 1st place in the Conglomerate category and 22nd in the overall ranking of Merco Talento Brasil 2024, highlighting our progress in empowering people and businesses to their fullest potential.
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Cosan has its shares listed on B3 - Brasil, Bolsa, Balcão under the code CSAN3, being part of B3's Novo Mercado segment, where companies commit to adhering to the best corporate governance practices. It also has a level 2 American Depositary Shares (ADSs) program listed on the New York Stock Exchange (NYSE).
As of December 31, 2024, Cosan's capital stock was represented by 1,866,570,932 registered, book-entry common shares without par value – all with voting rights, according to B3's Novo Mercado segment.
Management is committed to the constant evolution of the Governance environment. The Board of Directors is assisted by Committees to address the Company's priority agendas, in addition to the presence of the Fiscal Council. Cosan has a dedicated risk management structure to identify, assess, and respond to the demands of each segment of our business portfolio. The internal control environment is centrally monitored by the corporate team, in addition to maintaining policies that guide the conduct of our employees and maintaining ethics channels for reporting potential violations of the Code of Ethics and non-compliances that are reported to the Statutory Audit Committee.
In 2024, Cosan created the Directorate of Risk Management, Internal Controls, and Internal Audit to strengthen corporate governance and improve the supervision of risks and internal controls of the portfolio companies. The new structure is responsible for evaluating, recommending, and monitoring continuous improvements in the internal control environment, ensuring greater efficiency and adherence to best governance practices.
Also, this year we restructured the Statutory Board of Executive Officers to ensure the continuity of strategies and the necessary agility for executing our priorities and strengthening the governance structure with the formalization of the Government Relations structure, development of projects focused on people transition.
As an asset manager, Cosan is committed to evolving in an integrated manner, promoting sustainable practices that generate a positive impact on the environment and society.
Developed from material themes, the "ESG Vision 2030" is the Company's sustainability strategy, serving as a reference for best practices and drivers that consolidate actions on themes that impact all businesses in the portfolio transversally.
Cosan's ESG performance with its investees is divided into three major priority fronts: (i) directing the evolution of businesses, aligning them with the commitments and guidelines of the ESG Vision 2030; (ii) engaging businesses by promoting exchanges of knowledge and sustainability practices; and (iii) consolidating and communicating the portfolio's ESG performance to stakeholders, ensuring alignment with strategic objectives.
In 2024, Cosan reviewed its materiality to ensure that the matrix is aligned with regulatory movements, reflects stakeholders' views, and integrates sustainability into strategic decisions, balancing impact and financial objectives with environmental, climate, and social responsibilities.
For the first time, we were included in the Dow Jones Sustainability World Index (DJSI World), one of the most prestigious international indices, recognizing listed companies' continuous commitment to ESG practices. Additionally, we remained part of the B3 ISE Portfolio for the fifth consecutive year, reaffirming our commitment to corporate sustainability.
For more information, see explanatory note 3.3 – Accounting Impacts related to Environmental, Social, and Governance (ESG) initiatives in the Financial Statements for the fiscal year ended December 31, 2024.
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Cosan hired BDO RCS Auditores (BDO) to provide external audit services for its financial statements for the fiscal year 2024.
The Company has a Policy on Engaging Independent Auditors and Non-Audit Services ("Policy") to establish rules related to hiring independent auditors and audit firms, including guidelines and procedures to ensure the independence of independent auditors and consultants providing services to the Company, its subsidiaries, joint ventures, and relevant associates. The Policy is available at https://www.cosan.com.br/en/about-cosan/corporate-governance/bylaws-policies-and-codes/
During 2024, BDO was hired for other independent audit services related to associates and jointly controlled entities, whose fees represent 24.4% of the total fees for the annual audit of the individual and consolidated financial statements for the fiscal year ended December 31, 2024, including the review of the individual and consolidated interim financial statements for the periods ended March 31, June 30, and September 30, 2024, which did not affect the independence principle established in the Policy.
Based on these principles, BDO RCS Auditores Independentes informed that the provision of such services, as described above, does not affect the independence and objectivity necessary for the services provided to the Company.
Additionally, as per the Notice to the Market published on February 11, 2025, there was a change in Cosan's independent auditor: PricewaterhouseCoopers Auditores Independentes Ltda. will start its activities from the review of the quarterly information for the first quarter of 2025 and will conduct the audit work for the Company's subsidiaries, except for Raízen.
In compliance with the provisions of CVM Resolution No. 80, the Management declares that it has discussed, reviewed, and agreed with the financial statements for the fiscal year ending December 31, 2024, and with the opinions expressed in the independent auditors' report.
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Tel.: + 55 11 3848 5880 Fax: + 55 11 3045 7363 www.bdo.com.br |
Rua Major Quedinho, 90 Consolação – São Paulo, SP Brazil 01050-030 |
To the
Shareholders, Board Members and Management of
Cosan S.A.
São Paulo – SP
Opinion
We have audited the individual and consolidated financial statements of Cosan S.A. (“Company”), identified as parent company and consolidated, respectively, which comprise the statement of financial position as at December 31, 2024, and the respective statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding notes to the financial statements, including material accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the Company’s individual and consolidated financial position as at December 31, 2024, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with Brazilian accounting practices and International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB).
Basis for opinion on the individual and consolidated financial statements
We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles established in the Code of Ethics for Professional Accountants and in the professional standards issued by the Brazilian Federal Council of Accounting (CFC), and we have fulfilled our other ethical responsibilities in accordance with these standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole and in forming our opinion thereon and, accordingly, we do not provide a separate opinion on these matters. We determined that the matters described below are the key audit matters to be communicated in our report.
BDO RCS Auditores Independentes SS Ltda. is a Brazilian limited liability company, member of BDO International Limited, a UK company limited by guarantee, and is part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each BDO member firm.
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Assessment on the recoverability of the indirect subsidiary Rumo Malha Sul S.A. and of the associated company Vale S.A. (“Rumo Malha Sul and Vale S.A.”)
As disclosed in Notes 11.1 and 9.4 to the individual and consolidated financial statements, as at December 31, 2024, the Company and its subsidiaries recognized impairment losses on the indirect subsidiary Rumo Malha S.A. and on the associated company Vale S.A. in the amounts of R$ 2,967,203 thousand and R$ 4,672,396 thousand, respectively, considering the following aspects: (i) Rumo Malha Sul S.A. was significantly affected by severe weather conditions in the first quarter of 2024, whose value in use was measured based on the adoption of the discounted cash flow method, projected until February 2027, expiration date of the concession, which resulted in the identification of the impairment loss in the amount mentioned above; (ii) the Company found, based on the prolonged and significant decrease in the fair value of Vale S.A.'s shares, the existence of objective evidence of impairment and, therefore, estimated the net fair value less selling expenses of this investment as at December 31, 2024, resulting in the recognition of an impairment loss in the amount mentioned above.
Since Management exercises significant judgment in determining the criteria and assumptions used in the process of assessing the recoverable value of these investments, as well as the magnitude of the amounts involved and their material effects on the individual and consolidated financial statements, we consider this to be a key audit matter.
Audit response
Our audit procedures included, among others:
§ | Understanding of relevant internal control environment related to the asset impairment testing process, when applicable, including internal controls over the identification of indication and objective evidence of impairment; |
§ | Adoption of group audit procedures, evaluating the risks involved and procedures performed by the auditors of component, including Rumo Malha Sul S.A. related to the Company’s individual and consolidated financial statements, as well as the preparation and submission of audit instructions to the component team members and oversight and monitoring by the Company’s audit team; |
§ | Review of the reasonableness of the model adopted by Management to calculate the measurement at the estimated net fair value less selling expenses of Vale S.A, including the assessment of the main assumptions and criteria used, as well as the technical memorandum prepared by Management; |
§ | Review of arithmetic calculations on the recognition and measurement of the impairment loss on these investments; |
§ | Review of the disclosures made by the Company in its financial statements. |
Based on the results of the audit procedures described above, we believe that the criteria and assumptions adopted by Management to determine the impairment loss on these investments are reasonable, considering the applicable accounting practices and reasonableness of the projections supporting documentation, maintained by Management, to corroborate its conclusion.
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Provision for legal claims
As disclosed in Note 16, the Company and its subsidiaries are party to legal and administrative proceedings at tax, civil, environmental, regulatory and labor levels, which arise from the normal course of its business. As at December 31, 2024, the Company and its subsidiaries have (i) tax and (ii) civil, environmental, and regulatory matters being discussed at several procedural levels, classified as possible and probable losses, in the total consolidated amount of R$ 16,422,932 thousand and R$ 7,387,950 thousand, respectively, of which R$ 745,896 thousand and R$ 818,422 thousand, respectively, represent the matters provisioned, referring to proceedings with probable outflow of funds, according to the evaluation of Management based on the opinion of its legal counselors.
The definition of the amounts provisioned and disclosed depends on Management’s critical judgment in relation to the probability of loss highlighted in the ongoing legal discussions, as a result of the interpretations of the current legislation, judicial decisions and evolution of the jurisprudence. Additionally, considering the relevance of the amounts involved and the complexity of the legal and regulatory environment, any changes in the assumptions adopted for determining the loss prognosis may have a material impact on the Company's individual and consolidated financial statements.
Due to the significance of the amounts involved in contingencies classified as possible loss, the increased number of court claims the Company is party to and the complexity of the judgements made by Management in the process of measuring those contingencies, we consider this to be a key audit matter.
Audit response
Our audit procedures included, among others:
§ | Meetings with key-personnel from the Company’s legal department; |
§ | Understanding and assessment of the internal control environment related to the cycle of identification, recognition, measurement and disclosure of contingent liabilities; for capitalization; |
§ | Application of group audit procedures, evaluating the risks involved and procedures performed by the auditors of significant components on the accounting information of these components that relate to the Company’s consolidated financial statements, including the preparation and submission of audit instructions to the component engagement team members and oversight and monitoring by the Company’s audit team; |
§ | Evaluation of the methodology, assumptions and criteria used by the Company, including adjustments, for the recognition, measurement and disclosure of contingencies in the financial statements; |
§ | Obtaining of external confirmation letters from the legal advisors responsible for the proceedings, in order to confirm: (i) the existence of proceedings and their current status; (ii) the respective assessment of loss involved and the applicable legal grounds; |
§ | Involvement of our tax specialists to evaluate the type, grounds and/or defense thesis, and occasional changes to loss probability classification for the certain relevant tax proceedings considered as possible loss, that include complex judgement and subjectivity in the evaluations; |
§ | Regarding tax aspects related to taxes on profits, our assessment included: (i) meetings with Management to understand the existing internal controls to identify and monitor uncertain tax treatments; (ii) criteria adopted for the recognition and measurement of tax liabilities, if applicable; |
§ | Review of the disclosures made by the Company in its financial statements. |
Based on the procedures applied, we considered acceptable the assumptions used by Management to measure the provisions for contingencies and their disclosure in the context of the financial statements taken as a whole.
Statements of value added
The individual and consolidated statements of value added, prepared under the responsibility of the Company’s Management for the year ended December 31, 2024, and presented as supplemental information for IFRS purposes, were submitted to audit procedures along with the audit of the Company’s financial statements. In order to form an opinion, we have checked whether these statements are reconciled with the financial statements and accounting records as applicable, and whether their form and contents meet the criteria established in Technical Pronouncement CPC/NBCTG 09 - Statement of Value Added. In our opinion, the statements of value added were properly prepared, in all material respects, in accordance with the criteria established in that Technical Pronouncement and are consistent with the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and auditor’s report
The Company’s Management is responsible for the other information that comprises the Management Report.
Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether the report is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with Brazilian accounting practices and the IFRS issued by IASB, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.
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Auditor’s responsibilities for the audit of the individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian standards and ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
§ | Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls; |
§ | Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries’ internal controls; |
§ | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and disclosures made by Management; |
§ | Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries’ ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern; |
§ |
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; |
§ | Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. |
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and that we have informed them of all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Of the matters communicated to those charged with governance, we determine those that were of most significance for the audit of the financial statements for the current year and which are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.
São Paulo, March 10, 2025.
|
BDO RCS Auditores Independentes SS Ltda. CRC 2 SP 013846/O-1 |
|
|
Luiz Gustavo Pereira dos Santos |
Accountant CRC 1 SP 258849/O-9 |
|
|
|
Parent Company |
|
Consolidated |
||||
|
Note |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.2 |
|
2,201,267 |
|
1,769,976 |
|
16,903,542 |
|
14,658,481 |
Restricted cash |
5.3 |
|
— |
|
— |
|
28,006 |
|
7,860 |
Marketable securities |
5.3 |
|
805,335 |
|
705,777 |
|
3,272,941 |
|
3,407,955 |
Trade receivables |
5.7 |
|
— |
|
— |
|
3,730,364 |
|
3,330,488 |
Derivative financial instruments |
5.6 |
|
18,402 |
|
54,935 |
|
905,341 |
|
202,399 |
Inventories |
7 |
|
— |
|
— |
|
2,072,905 |
|
1,792,714 |
Receivables from related parties |
5.8 |
|
114,099 |
|
173,351 |
|
197,063 |
|
251,471 |
Income tax receivable |
|
|
453,308 |
|
508,268 |
|
793,721 |
|
888,942 |
Other current tax receivable |
6 |
|
5,364 |
|
8,346 |
|
886,136 |
|
745,856 |
Dividend receivable |
17 |
|
19,377 |
|
319,135 |
|
153,548 |
|
255,777 |
Reduction of capital receivable |
2.1 |
|
1,013,714 |
|
— |
|
— |
|
— |
Sectorial financial assets |
5.10 |
|
— |
|
— |
|
221,947 |
|
207,005 |
Other financial assets |
|
|
— |
|
— |
|
675 |
|
690 |
Other current assets |
|
|
50,896 |
|
177,001 |
|
629,426 |
|
722,386 |
Current assets |
|
|
4,681,762 |
|
3,716,789 |
|
29,795,615 |
|
26,472,024 |
Current assets held for sale |
8 |
|
796,211 |
|
2,998 |
|
978,788 |
|
2,138,165 |
|
|
|
5,477,973 |
|
3,719,787 |
|
30,774,403 |
|
28,610,189 |
|
|
|
|
|
|
|
|
|
|
Trade receivables |
5.7 |
|
— |
|
— |
|
265,370 |
|
114,148 |
Marketable securities |
5.3 |
|
— |
|
— |
|
113,360 |
|
96,006 |
Restricted cash |
5.3 |
|
— |
|
81,621 |
|
146,297 |
|
195,392 |
Deferred tax assets |
15 |
|
1,758,410 |
|
2,478,911 |
|
4,495,296 |
|
5,609,030 |
Receivables from related parties |
5.8 |
|
292,882 |
|
174,745 |
|
202,826 |
|
88,620 |
Income tax receivable |
|
|
— |
|
— |
|
264,308 |
|
432,360 |
Other non-current tax receivable |
6 |
|
35,177 |
|
33,639 |
|
1,334,553 |
|
1,132,703 |
Judicial deposits |
16 |
|
416,969 |
|
403,489 |
|
1,056,690 |
|
895,901 |
Derivative financial instruments |
5.6 |
|
1,547,093 |
|
102,881 |
|
2,893,987 |
|
2,344,400 |
Sectorial financial assets |
5.10 |
|
— |
|
— |
|
509,695 |
|
341,695 |
Other non-current assets |
|
|
140,594 |
|
71,250 |
|
739,386 |
|
216,694 |
Other financial assets |
|
|
— |
|
— |
|
3,820 |
|
2,423 |
Investments in subsidiaries and associates |
9.1 |
|
31,308,696 |
|
35,741,778 |
|
10,678,566 |
|
17,611,369 |
Investment in joint ventures |
10 |
|
1,193,072 |
|
1,320,592 |
|
10,545,044 |
|
11,742,442 |
Property, plant and equipment |
11.1 |
|
39,038 |
|
39,817 |
|
23,019,016 |
|
21,239,974 |
Intangible assets and goodwill |
11.2 |
|
9,873 |
|
6,863 |
|
26,330,785 |
|
22,650,287 |
Contract assets |
11.3 |
|
— |
|
— |
|
1,114,830 |
|
1,052,105 |
Right-of-use assets |
11.4 |
|
17,557 |
|
22,200 |
|
9,958,751 |
|
9,513,518 |
Investment property |
11.5 |
|
— |
|
— |
|
16,818,919 |
|
15,976,126 |
Non-current assets |
|
|
36,759,361 |
|
40,477,786 |
|
110,491,499 |
|
111,255,193 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
42,237,334 |
|
44,197,573 |
|
141,265,902 |
|
139,865,382 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
Statement of financial position
(In thousands of Reais)
|
|
|
Parent Company |
|
Consolidated |
||||
|
Note |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Liabilities |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
5.4 |
|
347,032 |
|
800,987 |
|
4,403,148 |
|
4,882,398 |
Leases |
5.5 |
|
9,227 |
|
8,959 |
|
1,007,533 |
|
733,063 |
Derivative financial instruments |
5.6 |
|
1,074,991 |
|
364,747 |
|
2,504,117 |
|
1,250,520 |
Trade payables |
5.9 |
|
2,900 |
|
2,431 |
|
5,168,593 |
|
3,920,273 |
Employee benefits payables |
|
|
43,356 |
|
61,926 |
|
794,906 |
|
829,329 |
Income tax payables |
|
|
18,514 |
|
2,716 |
|
414,823 |
|
445,934 |
Other taxes payable |
14 |
|
78,197 |
|
226,556 |
|
637,842 |
|
673,718 |
Dividends payable |
17 |
|
3,495 |
|
276,065 |
|
96,722 |
|
549,054 |
Reduction of capital payable |
|
|
— |
|
— |
|
486,285 |
|
— |
Concessions payable |
13 |
|
— |
|
— |
|
166,273 |
|
250,971 |
Related party payables |
5.8 |
|
210,620 |
|
198,899 |
|
416,410 |
|
322,160 |
Sectorial financial liabilities |
5.10 |
|
— |
|
— |
|
64,718 |
|
70,013 |
Other financial liabilities |
5 |
|
— |
|
— |
|
770,103 |
|
476,895 |
Other current liabilities |
|
|
298,534 |
|
593,643 |
|
895,223 |
|
1,516,084 |
Current liabilities |
|
|
2,086,866 |
|
2,536,929 |
|
17,826,696 |
|
15,920,412 |
Liabilities related to assets held for sale |
8 |
|
— |
|
— |
|
86,138 |
|
238,393 |
|
|
|
2,086,866 |
|
2,536,929 |
|
17,912,834 |
|
16,158,805 |
Loans, borrowings and debentures |
5.4 |
|
21,003,523 |
|
12,695,337 |
|
62,052,278 |
|
52,022,256 |
Leases |
5.5 |
|
15,232 |
|
20,584 |
|
5,502,220 |
|
4,542,731 |
Derivative financial instruments |
5.6 |
|
29,883 |
|
281,238 |
|
966,087 |
|
2,164,625 |
Trade payables |
5.9 |
|
— |
|
— |
|
19,256 |
|
264,252 |
Employee benefits payables |
|
|
— |
|
— |
|
19,101 |
|
— |
Other taxes payable |
14 |
|
216,203 |
|
158,857 |
|
255,245 |
|
163,242 |
Provision for legal proceedings |
16 |
|
308,607 |
|
401,093 |
|
2,044,633 |
|
1,714,403 |
Concessions payable |
13 |
|
— |
|
— |
|
3,554,917 |
|
3,314,402 |
Investments with unsecured liabilities |
9.1 |
|
263,722 |
|
146,276 |
|
— |
|
— |
Related party payables |
5.8 |
|
7,052,404 |
|
6,449,968 |
|
1,078 |
|
1,078 |
Post-employment benefits |
23 |
|
279 |
|
313 |
|
526,620 |
|
617,647 |
Deferred tax liabilities |
15 |
|
— |
|
— |
|
5,973,506 |
|
5,225,433 |
Sectorial financial liabilities |
5.10 |
|
— |
|
— |
|
1,975,521 |
|
1,740,685 |
Deferred income |
|
|
— |
|
— |
|
16,589 |
|
19,129 |
Other financial liabilities |
5 |
|
— |
|
— |
|
297,736 |
|
— |
Other non-current liabilities |
|
|
356,851 |
|
551,671 |
|
749,919 |
|
935,514 |
Non-current liabilities |
|
|
29,246,704 |
|
20,705,337 |
|
83,954,706 |
|
72,725,397 |
Total liabilities |
|
|
31,333,570 |
|
23,242,266 |
|
101,867,540 |
|
88,884,202 |
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
17 |
|
|
|
|
|
|
|
|
Share capital |
|
|
8,832,544 |
|
8,682,544 |
|
8,832,544 |
|
8,682,544 |
Treasury shares |
|
|
(50,708) |
|
(93,917) |
|
(50,708) |
|
(93,917) |
Additional paid-in capital |
|
|
2,205,878 |
|
2,561,964 |
|
2,205,878 |
|
2,561,964 |
Accumulated other comprehensive income |
|
|
565,855 |
|
314,325 |
|
565,855 |
|
314,325 |
Retained earnings |
|
|
8,773,990 |
|
9,490,391 |
|
8,773,990 |
|
9,490,391 |
Accumulated loss |
|
|
(9,423,795) |
|
— |
|
(9,423,795) |
|
— |
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
10,903,764 |
|
20,955,307 |
|
10,903,764 |
|
20,955,307 |
Non-controlling interest |
9.3 |
|
— |
|
— |
|
28,494,598 |
|
30,025,873 |
Total shareholders' equity |
|
|
10,903,764 |
|
20,955,307 |
|
39,398,362 |
|
50,981,180 |
Total liabilities and shareholders' equity |
|
|
42,237,334 |
|
44,197,573 |
|
141,265,902 |
|
139,865,382 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
(In thousands of Reais, except earnings per share)
|
|
|
Parent Company |
|
Consolidated |
||||
|
Note |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Net sales |
19 |
|
— |
|
— |
|
43,950,742 |
|
39,468,497 |
Cost of sales |
20 |
|
— |
|
— |
|
(30,236,061) |
|
(28,549,896) |
Gross profit |
|
|
— |
|
— |
|
13,714,681 |
|
10,918,601 |
|
|
|
|
|
|
|
|
|
|
Selling expenses |
20 |
|
— |
|
— |
|
(1,575,890) |
|
(1,350,570) |
General and administrative expenses |
20 |
|
(368,154) |
|
(437,390) |
|
(2,845,282) |
|
(2,527,974) |
Other operating income (expenses), net |
21 |
|
(126,151) |
|
(69,256) |
|
1,549,834 |
|
3,924,377 |
Impairment |
21 |
|
— |
|
— |
|
(3,155,400) |
|
— |
Operating expenses |
|
|
(494,305) |
|
(506,646) |
|
(6,026,738) |
|
45,833 |
|
|
|
|
|
|
|
|
|
|
Profit before equity in earnings of investees, finance results and income taxes |
|
|
(494,305) |
|
(506,646) |
|
7,687,943 |
|
10,964,434 |
|
|
|
|
|
|
|
|
|
|
Impairment in associate |
9.1 |
|
— |
|
— |
|
(4,672,396) |
|
— |
Interest in earnings (losses) of subsidiaries and associates |
9.1 |
|
(2,960,668) |
|
2,236,069 |
|
1,719,031 |
|
350,399 |
Interest in earnings (losses) of joint ventures |
10 |
|
(142,161) |
|
192,472 |
|
(1,229,980) |
|
1,695,945 |
Equity in earnings of investees |
|
|
(3,102,829) |
|
2,428,541 |
|
(4,183,345) |
|
2,046,344 |
|
|
|
|
|
|
|
|
|
|
Finance expense |
|
|
(2,357,419) |
|
(1,934,520) |
|
(7,637,116) |
|
(11,337,430) |
Finance income |
|
|
291,426 |
|
829,235 |
|
2,655,899 |
|
3,028,134 |
Foreign exchange, net |
|
|
(3,557,941) |
|
712,582 |
|
(5,741,359) |
|
1,777,438 |
Net effect of derivatives |
|
|
327,317 |
|
(1,098,745) |
|
1,972,859 |
|
(1,365,169) |
Finance results, net |
22 |
|
(5,296,617) |
|
(1,491,448) |
|
(8,749,717) |
|
(7,897,027) |
|
|
|
|
|
|
|
|
|
|
Profit (loss) before income taxes |
|
|
(8,893,751) |
|
430,447 |
|
(5,245,119) |
|
5,113,751 |
|
|
|
|
|
|
|
|
|
|
Income taxes |
15 |
|
|
|
|
|
|
|
|
Current |
|
|
(48,781) |
|
30,562 |
|
(1,952,203) |
|
(1,645,063) |
Deferred |
|
|
(666,350) |
|
617,728 |
|
(1,238,319) |
|
1,370,637 |
|
|
|
(715,131) |
|
648,290 |
|
(3,190,522) |
|
(274,426) |
Profit (loss) for the year from continuing operations |
|
|
(9,608,882) |
|
1,078,737 |
|
(8,435,641) |
|
4,839,325 |
Profit for the year from discontinued operations, net of tax |
8 |
|
185,087 |
|
15,654 |
|
273,875 |
|
45,419 |
Profit (loss) for the year |
|
|
(9,423,795) |
|
1,094,391 |
|
(8,161,766) |
|
4,884,744 |
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(9,423,795) |
|
1,094,391 |
|
(9,423,795) |
|
1,094,391 |
Non-controlling interest |
|
|
— |
|
— |
|
1,262,029 |
|
3,790,353 |
|
|
|
(9,423,795) |
|
1,094,391 |
|
(8,161,766) |
|
4,884,744 |
|
|
|
|
|
|
|
|
|
|
Earnings per share of continued operations |
18 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
(R$5.1586) |
|
R$0.5778 |
Diluted |
|
|
|
|
|
|
(R$5.1593) |
|
R$0.5751 |
|
|
|
|
|
|
|
|
|
|
Earnings per share of discontinued operations |
18 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
R$0.0994 |
|
R$0.0084 |
Diluted |
|
|
|
|
|
|
R$0.0990 |
|
R$0.0084 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
(In thousands of Reais)
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Profit (loss) for the year |
(9,423,795) |
|
1,094,391 |
|
(8,161,766) |
|
4,884,744 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
Foreign currency translation differences |
466,811 |
|
(109,134) |
|
537,111 |
|
(172,501) |
Gain (loss) on cash flow hedge |
(303,494) |
|
(92,491) |
|
(393,651) |
|
(125,233) |
|
163,317 |
|
(201,625) |
|
143,460 |
|
(297,734) |
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
Actuarial gains (losses) with defined benefit plan |
88,213 |
|
(51,596) |
|
162,598 |
|
(71,550) |
Deferred taxes |
— |
|
— |
|
(55,283) |
|
24,327 |
|
88,213 |
|
(51,596) |
|
107,315 |
|
(47,223) |
|
|
|
|
|
|
|
|
Comprehensive income from continuing operations |
(9,357,352) |
|
825,516 |
|
(8,184,866) |
|
4,494,368 |
Comprehensive income from discontinued operations |
185,087 |
|
15,654 |
|
273,875 |
|
45,419 |
Total comprehensive income (loss) for the year |
(9,172,265) |
|
841,170 |
|
(7,910,991) |
|
4,539,787 |
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
(9,172,265) |
|
841,170 |
|
(9,172,265) |
|
841,170 |
Non-controlling interest |
— |
|
— |
|
1,261,274 |
|
3,698,617 |
|
(9,172,265) |
|
841,170 |
|
(7,910,991) |
|
4,539,787 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
(In thousands of Reais)
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|
||||||||
|
|
Share capital |
|
Treasury share |
|
Corporate transactions - Law 6404/76 |
|
Capital transactions |
|
Accumulated other comprehensive income (loss) |
|
Legal |
|
Statutory reserve |
|
Unrealized profit |
|
Retained earnings |
|
Accumulated profits |
|
Equity attributable to controlling shareholders |
|
Interest of non-controlling shareholders |
|
Total equity |
Balance as of January 1, 2023 |
|
8,402,544 |
|
(107,140) |
|
737 |
|
2,319,191 |
|
567,546 |
|
58,802 |
|
9,240,466 |
|
171,021 |
|
— |
|
— |
|
20,653,167 |
|
27,516,232 |
|
48,169,399 |
Profit for the year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,094,391 |
|
1,094,391 |
|
3,790,353 |
|
4,884,744 |
Other comprehensive income (note 17 (f)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
|
(92,491) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(92,491) |
|
(32,742) |
|
(125,233) |
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
(109,134) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(109,134) |
|
(63,367) |
|
(172,501) |
Actuarial gain (loss) on defined benefit plan, net of tax |
|
— |
|
— |
|
— |
|
— |
|
(51,596) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(51,596) |
|
4,373 |
|
(47,223) |
Total comprehensive income (loss) for the year |
|
— |
|
— |
|
— |
|
— |
|
(253,221) |
|
— |
|
— |
|
— |
|
— |
|
1,094,391 |
|
841,170 |
|
3,698,617 |
|
4,539,787 |
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
|
280,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(280,000) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Funds from capital increase and decrease in subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,657 |
|
6,657 |
Gain from capital increase in a subsidiary |
|
— |
|
— |
|
— |
|
60,348 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
60,348 |
|
10,830 |
|
71,178 |
Share based payments |
|
— |
|
13,223 |
|
— |
|
(40,113) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(26,890) |
|
(79,565) |
|
(106,455) |
Write-off of interest in subsidiary |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(22,280) |
|
(22,280) |
Dividends and allocation of results |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(349,670) |
|
(171,021) |
|
820,793 |
|
(820,793) |
|
(520,691) |
|
(1,581,323) |
|
(2,102,014) |
Mandatory minimum dividends |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(273,598) |
|
(273,598) |
|
— |
|
(273,598) |
Business combination |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
237,460 |
|
237,460 |
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
135,653 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
135,653 |
|
50,664 |
|
186,317 |
Total contributions and distributions |
|
280,000 |
|
13,223 |
|
— |
|
155,888 |
|
— |
|
— |
|
(629,670) |
|
(171,021) |
|
820,793 |
|
(1,094,391) |
|
(625,178) |
|
(1,377,557) |
|
(2,002,735) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on dividends from subsidiary |
|
— |
|
— |
|
— |
|
79,825 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
79,825 |
|
188,581 |
|
268,406 |
Change of shareholding interest in subsidiary |
|
— |
|
— |
|
— |
|
6,323 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,323 |
|
— |
|
6,323 |
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
86,148 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
86,148 |
|
188,581 |
|
274,729 |
Total transactions with owners of the Company contributions and distributions: |
|
280,000 |
|
13,223 |
|
— |
|
242,036 |
|
— |
|
— |
|
(629,670) |
|
(171,021) |
|
820,793 |
|
(1,094,391) |
|
(539,030) |
|
(1,188,976) |
|
(1,728,006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023 |
|
8,682,544 |
|
(93,917) |
|
737 |
|
2,561,227 |
|
314,325 |
|
58,802 |
|
8,610,796 |
|
— |
|
820,793 |
|
— |
|
20,955,307 |
|
30,025,873 |
|
50,981,180 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
Statement of changes in equity
(In thousands of Reais)
|
|
|
|
|
|
Capital reserve |
|
|
|
Profit reserve |
|
|
|
|
|
|
|
|||||
|
|
Share capital |
|
Treasury share |
|
Corporate transactions - Law 6404/76 |
|
Additional paid-in capital |
|
Accumulated other comprehensive income |
|
Legal |
|
Statutory reserve |
|
Accumulated loss |
|
Equity attributable to controlling shareholders |
|
Interest of non-controlling shareholders |
|
Total equity |
At January 1, 2024 |
|
8,682,544 |
|
(93,917) |
|
737 |
|
2,561,227 |
|
314,325 |
|
58,802 |
|
9,431,589 |
|
— |
|
20,955,307 |
|
30,025,873 |
|
50,981,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit for the year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(9,423,795) |
|
(9,423,795) |
|
1,262,029 |
|
(8,161,766) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (note 17 (f)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from cash flow hedge |
|
— |
|
— |
|
— |
|
— |
|
(303,494) |
|
— |
|
— |
|
— |
|
(303,494) |
|
(90,157) |
|
(393,651) |
Foreign currency translation differences |
|
— |
|
— |
|
— |
|
— |
|
466,811 |
|
— |
|
— |
|
— |
|
466,811 |
|
70,300 |
|
537,111 |
Actuarial gain on defined benefit plan, net of tax |
|
— |
|
— |
|
— |
|
— |
|
88,213 |
|
— |
|
— |
|
— |
|
88,213 |
|
19,102 |
|
107,315 |
Total comprehensive income (loss) for the year |
|
— |
|
— |
|
— |
|
— |
|
251,530 |
|
— |
|
— |
|
(9,423,795) |
|
(9,172,265) |
|
1,261,274 |
|
(7,910,991) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company contributions and distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase (note 17(a)) |
|
150,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(150,000) |
|
— |
|
— |
|
— |
|
— |
(Loss) Gain on capital reduction in subsidiary |
|
— |
|
— |
|
— |
|
(60,111) |
|
— |
|
|
|
— |
|
— |
|
(60,111) |
|
(634,660) |
|
(694,771) |
Own shares acquired |
|
— |
|
(190,593) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(190,593) |
|
— |
|
(190,593) |
Cancellation of treasury shares |
|
— |
|
118,975 |
|
— |
|
(118,975) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Share based payments |
|
— |
|
114,827 |
|
— |
|
(202,625) |
|
— |
|
— |
|
— |
|
— |
|
(87,798) |
|
13,367 |
|
(74,431) |
Loss in dividend distribution to non-controlling shareholders |
|
— |
|
— |
|
— |
|
(712) |
|
— |
|
— |
|
— |
|
— |
|
(712) |
|
1,141 |
|
429 |
Dividends and allocation of results |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(566,401) |
|
— |
|
(566,401) |
|
(2,382,267) |
|
(2,948,668) |
Business combination (note 9.2) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
574,598 |
|
574,598 |
Disposals of assets held for sale |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(372,030) |
|
(372,030) |
Employee share schemes - value of employee services |
|
— |
|
— |
|
— |
|
29,819 |
|
— |
|
— |
|
— |
|
— |
|
29,819 |
|
4,330 |
|
34,149 |
Total contributions and distributions |
|
150,000 |
|
43,209 |
|
— |
|
(352,604) |
|
— |
|
— |
|
(716,401) |
|
— |
|
(875,796) |
|
(2,795,521) |
|
(3,671,317) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change of shareholding interest in subsidiary (note 9.1) |
|
— |
|
— |
|
— |
|
(3,482) |
|
— |
|
— |
|
— |
|
— |
|
(3,482) |
|
2,972 |
|
(510) |
Total transactions with owners of the Company |
|
— |
|
— |
|
— |
|
(3,482) |
|
— |
|
— |
|
— |
|
— |
|
(3,482) |
|
2,972 |
|
(510) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners of the Company contributions and distributions: |
|
150,000 |
|
43,209 |
|
— |
|
(356,086) |
|
— |
|
— |
|
(716,401) |
|
— |
|
(879,278) |
|
(2,792,549) |
|
(3,671,827) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2024 |
|
8,832,544 |
|
(50,708) |
|
737 |
|
2,205,141 |
|
565,855 |
|
58,802 |
|
8,715,188 |
|
(9,423,795) |
|
10,903,764 |
|
28,494,598 |
|
39,398,362 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
(In thousands of Reais)
Parent Company | Consolidated | ||||||||
Note | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
(Loss) profit before income taxes |
|
|
(8,893,751) |
|
430,447 |
|
(5,245,119) |
|
5,113,751 |
|
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
20 |
|
15,862 |
|
14,401 |
|
3,868,583 |
|
3,364,943 |
Loss on disposed assets |
21 |
|
— |
|
— |
|
3,155,400 |
|
— |
Impairment in associate |
9.1 |
|
— |
|
— |
|
4,672,396 |
|
— |
Interest in earnings (losses) of subsidiaries and associates |
9.1 |
|
2,960,668 |
|
(2,236,069) |
|
(1,719,031) |
|
(350,399) |
Interest in earnings (losses) of joint ventures |
10 |
|
142,161 |
|
(192,472) |
|
1,229,980 |
|
(1,695,945) |
Loss (gain) on disposed assets |
21 |
|
16 |
|
(13,563) |
|
(141,863) |
|
17,016 |
Share based payment |
24 |
|
42,260 |
|
109,467 |
|
65,901 |
|
207,713 |
Change in fair value of investment properties |
11.5 |
|
— |
|
— |
|
(1,273,033) |
|
(2,259,924) |
Provision for legal proceedings |
21 |
|
47,391 |
|
86,619 |
|
313,876 |
|
204,158 |
Interest, derivatives, monetary and foreign exchange, net |
|
|
5,396,731 |
|
1,589,201 |
|
10,217,952 |
|
9,379,506 |
Sectorial financial assets and liabilities, net |
5.10 |
|
— |
|
— |
|
(37,061) |
|
(110,125) |
Provisions for employee benefits |
|
|
35,759 |
|
58,522 |
|
454,930 |
|
419,241 |
Allowance for expected credit losses |
|
|
— |
|
— |
|
52,839 |
|
74,706 |
Profit on sale of investments |
21 |
|
— |
|
— |
|
383,205 |
|
— |
Tax credit recovery |
|
|
— |
|
— |
|
(6,030) |
|
(33,384) |
Deferred income |
|
|
— |
|
— |
|
3,318 |
|
(597,998) |
Revenue from finance investment |
|
|
— |
|
— |
|
— |
|
(1,284,647) |
Other |
|
|
90,599 |
|
(49,502) |
|
(261,305) |
|
278,427 |
|
|
|
(162,304) |
|
(202,949) |
|
15,734,938 |
|
12,727,039 |
Variation in: |
|
|
|
|
|
|
|
|
|
Trade receivable |
|
|
— |
|
— |
|
546,218 |
|
573,737 |
Inventories |
|
|
— |
|
— |
|
159,667 |
|
(83,166) |
Other taxes, net |
|
|
(73,093) |
|
66,903 |
|
(354,401) |
|
454,941 |
Income tax |
|
|
136,338 |
|
92,318 |
|
(1,487,693) |
|
(1,272,145) |
Related parties, net |
|
|
(68,543) |
|
5,325 |
|
105,490 |
|
(188,798) |
Trade payables |
|
|
972 |
|
(117,333) |
|
(180,867) |
|
(252,810) |
Employee benefits |
|
|
(59,409) |
|
(45,897) |
|
(542,241) |
|
(356,210) |
Provision for legal proceedings |
|
|
4,638 |
|
(26,976) |
|
(305,324) |
|
(461,574) |
Derivatives financial instruments |
|
|
— |
|
— |
|
(9,192) |
|
2,894 |
Other financial liabilities |
|
|
— |
|
— |
|
(26,275) |
|
(566,058) |
Judicial deposits |
|
|
(11,194) |
|
(36,036) |
|
(149,118) |
|
(22,862) |
Post-employment benefits obligation |
|
|
— |
|
— |
|
(37,549) |
|
(34,235) |
Other assets and liabilities, net |
|
|
(43,128) |
|
(18,002) |
|
(372,367) |
|
(244,309) |
|
|
|
(113,419) |
|
(79,698) |
|
(2,653,652) |
|
(2,450,595) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) generated from operating activities |
|
|
(275,723) |
|
(282,647) |
|
13,081,286 |
|
10,276,444 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Capital contribution to associates |
9.1 |
|
(4,173,198) |
|
(2,716,505) |
|
(29,997) |
|
(47,300) |
Capital contribution in joint ventures |
10 |
|
(12,337) |
|
— |
|
(12,337) |
|
— |
Acquisition of subsidiary, net of acquired cash |
|
|
(608,132) |
|
(567,577) |
|
(962,378) |
|
(702,577) |
Purchase of marketable securities |
|
|
(44,698) |
|
72,305 |
|
551,003 |
|
(507,976) |
Restricted cash |
|
|
86,562 |
|
(40,036) |
|
42,012 |
|
(60,498) |
Statement of cash flow
(In thousands of Reais)
Parent Company | Consolidated | ||||||||
Note | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Dividends received from associates |
17 |
|
3,138,556 |
|
855,188 |
|
1,018,794 |
|
254,905 |
Dividends received from joint venture |
17 |
|
228,342 |
|
351,092 |
|
293,912 |
|
906,534 |
Dividends received from finance investment |
|
|
— |
|
— |
|
— |
|
1,305,410 |
Acquisition of instruments designated at fair value |
|
|
— |
|
— |
|
(621) |
|
(7,485) |
Cash in the incorporation operation |
|
|
352 |
|
— |
|
— |
|
— |
Proceeds from capital contributions by non-controlling shareholders |
9.1 |
|
1,137,186 |
|
16,088 |
|
— |
|
99,040 |
Acquisition of property, plant and equipment, intangible and contract assets |
|
|
(13,435) |
|
(7,209) |
|
(7,834,521) |
|
(6,267,962) |
Proceeds from the sale of investments |
|
|
16,847 |
|
15,000 |
|
2,725,625 |
|
645,772 |
Net cash from sale of discontinued operations |
|
|
— |
|
— |
|
24,510 |
|
62,700 |
Acquisition of shares in associates |
|
|
— |
|
— |
|
(17,047) |
|
— |
Receipt of derivative financial instruments, except debt |
|
|
— |
|
162,114 |
|
103,147 |
|
168,308 |
Payment of derivative financial instruments, except debt |
|
|
(338,609) |
|
(145,308) |
|
(427,293) |
|
(156,600) |
Cash received on the sale of property, plant and equipment and intangible assets |
|
|
— |
|
— |
|
36,934 |
|
4,637 |
Net cash used in investing activities |
|
|
(582,564) |
|
(2,004,848) |
|
(4,488,257) |
|
(4,303,092) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from loans, borrowings and debentures |
5.4 |
|
6,911,676 |
|
8,636,528 |
|
16,983,225 |
|
12,785,628 |
Principal repayment of loans, borrowings and debentures |
5.4 |
|
(1,160,058) |
|
(579,942) |
|
(12,187,560) |
|
(8,054,763) |
Payment of interest on loans, borrowings and debentures |
5.4 |
|
(1,697,950) |
|
(973,919) |
|
(4,759,976) |
|
(3,552,292) |
Payment of derivative financial instruments |
|
|
(589,868) |
|
(787,608) |
|
(2,860,601) |
|
(2,851,267) |
Proceeds from derivative financial instruments |
|
|
249,677 |
|
789,574 |
|
1,144,473 |
|
1,193,534 |
Costs of banking operations with derivatives |
|
|
— |
|
— |
|
(29,828) |
|
(586,855) |
Principal repayment of leases |
5.5 |
|
(6,532) |
|
(5,524) |
|
(694,340) |
|
(490,012) |
Payment of interest on leases |
5.5 |
|
(3,015) |
|
(3,615) |
|
(377,269) |
|
(236,948) |
Proceeds from capital contributions by non-controlling shareholders |
|
|
— |
|
— |
|
— |
|
(24,281) |
Capital reduction |
|
|
— |
|
— |
|
(204,967) |
|
— |
Related parties |
|
|
(1,405,138) |
|
(3,534,080) |
|
— |
|
— |
Payments to redeem entity’s shares and acquisition of treasury shares |
|
|
(192,915) |
|
— |
|
(192,915) |
|
(103,283) |
Dividends paid |
17 |
|
(838,971) |
|
(798,203) |
|
(2,779,081) |
|
(2,582,447) |
Dividends paid for preferred shares |
17 |
|
— |
|
— |
|
(668,022) |
|
— |
Gain on banking operations with derivatives |
|
|
— |
|
— |
|
20,993 |
|
— |
Payment of share-based compensation |
|
|
— |
|
— |
|
— |
|
(13,597) |
Net cash generated from (used in) financing activities |
|
|
1,266,906 |
|
2,743,211 |
|
(6,605,868) |
|
(4,516,583) |
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
408,619 |
|
455,716 |
|
1,987,161 |
|
1,456,769 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
1,769,976 |
|
1,348,461 |
|
14,658,481 |
|
13,301,716 |
Effect of the foreign exchange rate changes |
|
|
22,672 |
|
(34,201) |
|
257,900 |
|
(100,004) |
Cash and cash equivalents at the end of the year |
|
|
2,201,267 |
|
1,769,976 |
|
16,903,542 |
|
14,658,481 |
|
|
|
|
|
|
|
|
|
|
Additional information |
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
|
— |
|
— |
|
1,200,228 |
|
361,726 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
Statement of cash flow
(In thousands of Reais)
Non-cash transactions:
The Company presents its individual and consolidated statements of cash flows using the indirect method. During the year ended December 31, 2024, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the parent company and consolidated statement of cash flows:
(i) | Recognition of right-of-use as a counterpart to the lease liability in the amount of R$1,179,931 (R$2,037,779 on December 31, 2023), resulting from the application of inflation indexes and new contracts classified under the leasing rule (Note 11.4). |
(ii) | Acquisition of property, plant and equipment and intangible assets with payment in installments R$1,330,439 (R$860,551 on December 31, 2023). |
(iii) | In the subsidiary Compass Gás e Energia S.A. (“Compass”), there are remaining installments relating to the acquisition of Companhia Paranaense de Gás (“Compagas”) in the amount of R$595,567, which will be settled by September 2026. |
(iv) | Capital reduction payable in the amount of R$1,500,000 and R$1,320,000, in the subsidiaries Compass and Cosan Dez Participações S.A. (“Cosan Dez”), respectively, no changes in shareholdings. |
Disclosure of interest and dividends:
Dividends and interest on equity capital received are classified as cash flow from investing activities by the Company. Dividends and interest received or paid are classified as cash flow from financing activities.
(In thousands of Reais)
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Revenue |
|
|
|
|
|
|
|
Net sales |
— |
|
— |
|
49,217,999 |
|
44,290,457 |
Other income (expenses), net |
(79,955) |
|
(23,940) |
|
2,284,390 |
|
6,282,834 |
Impairment gain (loss) on trade receivables |
— |
|
— |
|
25,279 |
|
(74,706) |
|
(79,955) |
|
(23,940) |
|
51,527,668 |
|
50,498,585 |
Inputs purchased from third parties |
|
|
|
|
|
|
|
Cost of goods sold and services rendered |
— |
|
— |
|
26,288,059 |
|
25,155,268 |
Materials, energy, third-party services and other |
160,083 |
|
145,668 |
|
2,324,006 |
|
3,782,239 |
|
160,083 |
|
145,668 |
|
28,612,065 |
|
28,937,507 |
|
|
|
|
|
|
|
|
Gross value added |
(240,038) |
|
(169,608) |
|
22,915,603 |
|
21,561,078 |
|
|
|
|
|
|
|
|
Retention |
|
|
|
|
|
|
|
Depreciation, amortization and impairment |
15,862 |
|
14,401 |
|
7,023,983 |
|
3,364,943 |
Net value added |
(255,900) |
|
(184,009) |
|
15,891,620 |
|
18,196,135 |
|
|
|
|
|
|
|
|
Value added transferred in |
|
|
|
|
|
|
|
Impairment in associate |
— |
|
— |
|
(4,672,396) |
|
— |
Interest in earnings (losses) of subsidiaries and associates |
(2,960,668) |
|
2,236,069 |
|
1,719,031 |
|
350,399 |
Interest in earnings (losses) of joint ventures |
(142,161) |
|
192,472 |
|
(1,229,980) |
|
1,695,945 |
Profit for the year from discontinued operation, net of tax |
185,087 |
|
15,654 |
|
273,875 |
|
45,419 |
Finance income |
291,426 |
|
829,235 |
|
2,655,899 |
|
3,028,134 |
|
(2,626,316) |
|
3,273,430 |
|
(1,253,571) |
|
5,119,897 |
|
|
|
|
|
|
|
|
Value added to be distributed |
(2,882,216) |
|
3,089,421 |
|
14,638,049 |
|
23,316,032 |
|
|
|
|
|
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
Personnel and payroll charges |
179,023 |
|
296,827 |
|
2,677,572 |
|
2,608,269 |
Direct remuneration |
138,983 |
|
275,868 |
|
2,144,502 |
|
2,093,703 |
Benefits |
13,803 |
|
12,191 |
|
411,539 |
|
401,914 |
FGTS and other |
26,237 |
|
8,768 |
|
121,531 |
|
112,652 |
|
|
|
|
|
|
|
|
Taxes, fees and contributions |
774,511 |
|
(622,481) |
|
8,635,556 |
|
4,781,623 |
Federal |
755,026 |
|
(627,134) |
|
5,287,771 |
|
1,777,439 |
State |
— |
|
— |
|
3,183,301 |
|
2,764,109 |
Municipal |
19,485 |
|
4,653 |
|
164,484 |
|
240,075 |
|
|
|
|
|
|
|
|
Financial expenses and rents |
5,588,045 |
|
2,320,684 |
|
11,486,687 |
|
11,041,396 |
Interest and foreign exchange variation |
5,538,694 |
|
2,408,020 |
|
11,326,038 |
|
10,188,657 |
Rents |
— |
|
— |
|
154,613 |
|
141,440 |
Other |
49,351 |
|
(87,336) |
|
6,036 |
|
711,299 |
|
|
|
|
|
|
|
|
Equity Remuneration |
(9,423,795) |
|
1,094,391 |
|
(8,161,766) |
|
4,884,744 |
Non-controlling interests |
— |
|
— |
|
1,262,029 |
|
3,790,353 |
Dividends |
— |
|
273,598 |
|
— |
|
273,598 |
Retained (losses) profits |
(9,608,882) |
|
805,139 |
|
(9,697,670) |
|
775,374 |
Profit for the year from discontinued operation, net of tax |
185,087 |
|
15,654 |
|
273,875 |
|
45,419 |
The accompanying notes are an integral part of these individual and consolidated financial statements.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Cosan S.A. (“Cosan” or “the Company”) is a publicly traded company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special New Market (Novo Mercado) segment under the ticker “CSAN3”. The Company's American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange, or “NYSE”, and are traded under the ticker “CSAN”. Cosan is a corporation (sociedade anônima) of indefinite term incorporated under the laws of Brazil, with its registered office in the city of São Paulo, state of São Paulo. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.
As at December 31, 2024, Corporate Cosan (Corporate segment) is formed by the following entities:
(i) | Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans. |
(ii) | Bradesco BBI S.A. (“Bradesco”) holds preferred shares corresponding to a 23.20% stake in Cosan Dez, which has a direct 88% stake in Compass. |
(iii) | Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 26.91% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.09% stake in Raízen S.A. (“Raízen”). |
(iv) | Cosan Oito S.A. (“Cosan Oito”), a subsidiary of Cosan S.A. that held a stake with significant influence in Vale S.A. (“Vale”), was merged into Cosan S.A. on January 8, 2025, as detailed in Note 25. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
2.1. RELEVANT EVENTS
COSAN CORPORATE
DISTRIBUTION OF DIVIDENDS AND INTEREST ON EQUITY OF VALE
During the year ended December 31, 2024, Vale's Board of Directors approved three distributions of remuneration to shareholders:
UNWIND VALE S.A. OPERATIONS
During the first months of 2024, as shown in the table, the company brought forward the debts linked to the Vale operation, and in April 2024 100% of the debts and collar financing derivatives linked to the operation were settled.
|
|
Cosan ownership interest |
|
Debt settlement Cash Effect |
|
|
||||||
Base date |
|
Direct |
|
Collar-related |
|
Total |
|
Principal |
|
Interest |
|
Gain settlement Collar (ii) |
January, 2024 |
|
2.62% |
|
2.03% |
|
4.65% |
|
(1,698,606) |
|
(49,773) |
|
188,140 |
February, 2024 |
|
3.91% |
|
0.74% |
|
4.65% |
|
(2,067,956) |
|
(63,689) |
|
303,431 |
April, 2024 (i) |
|
3.91% |
|
— |
|
3.91% |
|
(1,918,773) |
|
(65,880) |
|
331,116 |
|
|
|
|
|
|
|
|
|
|
(179,342) |
|
822,687 |
(i) On April 19, 2024, the Company concluded the sale of 33,524,185 shares, equivalent to 0.78% of Vale's voting share capital.
(ii) The gain mentioned in this settlement was recognized in the financial results for the year.
On May 8, 2024, the Company settled in advance the first tranche of the Call Spread derivative structure, equivalent to 10,785,830 shares, or 0.24% of Vale's total shares. This operation eliminated the maturities in 2024 and generated a cash inflow of R$ 14,499, against a loss of R$ 82,265.
|
|
Cosan interest |
|
Settlement gain/loss Call Spread |
||||
Base date |
|
% Settled in advance |
|
% Remaining |
|
Cash effect |
|
Profit or loss – Finance results |
May, 2024 |
|
0.24% |
|
1.34% |
|
14,499 |
|
(82,265) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
VALE'S INVESTMENT IMPEARMENT
On December 31, the Company tested Vale for impairment and recognized a provision in the amount of R$4,672,396 as per note 9.4(b).
INTERNALIZATION OF SENIOR NOTES 2031
On February 16, 2024, the Company internalized the remaining funds from the Senior Notes due 2031, through the issuance of Loan 4131 by Cosan, in the amount of U.S.$600,000 thousand, or R$2,982,600, with an annual coupon of 6.6% for the first four semesters and interest payment of 7.25% p.a. for the others.
On the other hand, Cosan Luxembourg S.A. (“Cosan Luxembourg”) contracted a Time Deposit (“TD”) with the same amount and counterparty in US dollars, with semi-annual payment frequency and annual remuneration of 7.25%, having as underlying asset the issue of Loan 4131. For more information, see note 5.4 (e).
CAPITAL INCREASE AND REDUCTION AT COSAN OITO
On April 1, 2024, the Extraordinary General Meeting (“EGM”) approved the capital increase of the subsidiary Cosan Oito in the amount of R$6,452,500. Of this amount, R$2,382,500 was received in 2023 through an Advance for future capital increase (“AFAC”), and the balance of R$4,070,000 was received in 2024.
On May 23, 2024, the Annual and Extraordinary Shareholders' Meeting ("AGM") approved the capital reduction of the subsidiary Cosan Oito in the amount of R$730,000, without cancellation of shares and change in the company's equity interest.
Observing the 60-day period for creditors' opposition, the transaction was completed on July 24, 2024, with the full return of the amount to Cosan.
CHANGES TO COSAN'S EXECUTIVE BOARD
As of November 1, 2024, Mr. Nelson Roseira Gomes Neto stepped down the position of Chief Executive Office of Cosan and became the Chief Executive Office of Raízen. On the same date, Mr. Marcelo Eduardo Martins stepped down as Chief Strategy Officer and became the new Chief Executive Office of Cosan.
REDUCTION OF SHARE CAPITAL COSAN DEZ
On June 26, 2024, Cosan Dez Participações S.A. approved at an Extraordinary General Meeting the reduction of share capital in the amount of R$1,320,000, as it was considered excessive in accordance with article 173 of Law 6,404/76. The amount of the reduction will be returned to the shareholders in the proportion that they hold in the share capital of Cosan Dez and will be paid by December 31, 2025. The Company will receive the amount of R$1,013,760.
COMPASS
COMPASS DIVIDEND RESOLUTION
On March 27, 2024, the Board of Directors of the indirect subsidiary Compass approved the distribution of dividends in the amount of R$1,500,000. The payment took place on April 12, 2024, and the amount received by the subsidiary Cosan Dez was R$1,320,000.
START OF OPERATIONS TRSP
In 2024, there was the start of operations of TRSP - Terminal de Regaseificação de São Paulo S.A. (“TRSP”), whose operating and service model includes strategic LNG infrastructure and logistics assets.
The start of operations was mainly due to the completion of the LNG regasification terminal, located in Santos/SP. As shown in note 11.1, this asset was transferred from “work in progress” to the relevant asset classes.
CAPITAL REDUCTION
On August 30, 2024, the Extraordinary Shareholders' Meeting approved a capital reduction of R$1,500,000, as it was considered excessive, in accordance with article 173 of the Brazilian Corporate Law. The reduction will be carried out with a cash refund to the shareholders, without the cancellation of shares. On November 27, 2024, all the conditions precedent for the implementation and payment of the capital reduction were met. Payment is due by December 31, 2025.
ACQUISITION OF COMPAGAS SHARES
On September 16, 2024, the indirect subsidiary Compass Dois Ltda (“Compass Dois”) concluded the acquisition of a 51% equity interest, and control, in Companhia Paranaense de Gás - COMPAGAS ("Compagas") for the amount of R$962,125. For more details, see note 9.2.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
NORGÁS – COMPLETION OF THE SALE OF ASSETS HELD FOR SALE
On November 6, 2024, the indirect subsidiary Compass concluded the full sale of its 51% stake in Norgás S.A. (“Norgás”), in the amount of R$629,155, as disclosed in note 8.
MOOVE
MOOVE DIVIDEND RESOLUTION
On June 12, 2024, the Board of Directors of the subsidiary Moove Lubricants Holdings (“MLH”) approved the distribution of dividends in the amount of US$167,003 thousand, equivalent to R$900,000. The payment took place on June 21, 2024 and the Company received the amount of US$116,903 thousand, equivalent to R$630,000.
IPO MOOVE
On October 1, 2024, Moove announced its initial public offering of 25,000,000 shares of common stock pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission. However, on October 9, 2024, due to adverse capital market conditions and the deterioration of risk perception indicators on the global stage, Moove decided not to proceed with the initial public offering. The costs related to the preparation of the offering, including the expenses with the Stock Option Plan, totaling R$155,654, were recognized in the profit or loss in the fourth quarter of 2024.
RUMO
RENEWAL OF THE SUDAM TAX BENEFIT
On December 20, 2023, Rumo Malha Norte S.A. (“Rumo Malha Norte”) submitted to the Brazilian Federal Revenue Service (“RFB”) the constitutive report number 143/2023, issued by the Superintendency for the Development of the Amazon (“SUDAM”) on December 6, 2023, attesting to the fulfillment of the legal conditions and requirements required to renew the tax benefit for another 10 years. In view of the above, the RFB, in the use of its powers, decided on March 13, 2024, through executive declaratory act number 024213308, to recognize the right to a 75% reduction in income tax and the additional taxes referred to in Article 1 of Provisional Measure No. 2,199-14, of August 24, 2001, calculated on the basis of operating profit, for the legal entity Rumo Malha Norte.
RUMO'S JOINT VENTURE WITH CHS FOR NEW TERMINAL IN SANTOS
On March 25, 2024, the companies Rumo S.A. and EMBRAPORT - Empresa Brasileira de Terminais Portuários S.A. (“EMBRAPORT”) signed a binding agreement for the implementation of a new port terminal for handling grains and fertilizers in the port of Santos. The estimated investment for the construction of the Terminal is R$2,500,000 and will be financed with loans, in addition to potential strategic partnerships.
On August 7, 2024, as announced to the market, the subsidiary Rumo signed a strategic partnership for the development of the new port terminal.
Rumo and CHS Agronegócio – Indústria e Comércio Ltda. (“CHS”), a subsidiary of CHS Inc., entered into a binding agreement to create a joint venture that will implement the new Terminal, located in the area of EMBRAPORT, a company part of DP World Limited.
The Terminal will have the capacity to handle up to 12.5 million tons per year, of which 9 million tons will be grain and 3.5 million tons fertilizer. The start of construction is subject to compliance with conditions precedent, such as environmental licensing and legal and regulatory approvals.
CONCLUSION PRICE ADJUSTMENT FOR THE SALE OF ELEVAÇÕES PORTUÁRIAS S.A.
On April 30, 2024, CLI SUL S.A. (“CLI SUL”) completed the process of incorporating Elevações Portuárias S.A. (“EPSA”), after obtaining the necessary regulatory approvals. As a result of this corporate reorganization, Rumo received R$168,855 from CLI SUL on the same date. This amount refers to the additional acquisition price that CLI SUL undertook to pay Rumo, under the terms of the share purchase agreement signed between the parties on July 15, 2022, and corresponds to 20% of the outstanding balance of the acquisition financing, plus accrued interest and other charges, less the cash held by CLI SUL.
After the merger, CLI SUL's shareholders became Corredor Logística e Infraestrutura S.A. (“CLI”) and Rumo, with the shareholding split remaining at 80% for CLI and 20% for Rumo.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
ADDENDUM TO THE RUMO MALHA PAULISTA CONCESSION CONTRACT
On May 28, 2024, the subsidiary Rumo signed with the Federal Government, through the National Land Transport Agency (“ANTT”), the 6th Amendment to the Concession Agreement of the indirect subsidiary Rumo Malha Paulista.
In order to update the Book of Obligations, the indirect subsidiary Rumo Malha Paulista will need to restore the economic and financial balance of the contract in an amount estimated at approximately R$1,170,000, of which R$500,000 will be converted into investments in its railway network and the rest will be paid in 4 annual installments of R$167,500. The value of each annual installment will be adjusted by the accumulated variation of the IPCA between June 2023 and two months prior to the date of actual payment.
SALE OF SHARES IN TERMINAL XXXIX
On May 29, 2024, the subsidiary Rumo entered into a share purchase agreement, selling 50% of its equity stake in Terminal XXXIX de Santos S.A. (“T-XXXIX”) to a consortium formed between Bunge Alimentos S.A. and Zen-noh Grain Corporation, as disclosed in a material fact on the same date.
The sale of the stake in T-XXXIX represents a move towards financial discipline and capital recycling, strengthening the company's cash position so that it can concentrate its efforts on projects that support the ongoing capacity increase program and strengthen the structural competitiveness of the rail modal.
The effectiveness of the operation depends on compliance with the binding conditions set out in the instrument, which has not yet occurred as of December 31, 2024.
EARLY REDEMPTION OF DEBENTURES - RUMO MALHA PAULISTA S.A.
On June 26, 2024, the indirect subsidiary Rumo Malha Paulista made the optional early redemption of R$757,944, the total amount of the first series of the 2nd issue of simple debentures, not convertible into shares, of the unsecured type.
On redemption, the debenture holders received: (a) the balance of the nominal unit value of the debentures of the first series; (b) the remuneration of the first series, calculated pro rata temporis, since June 17, 2024; and (c) a premium of 0.25% on the redemption value, multiplied by the remaining term of the debentures.
On August 29, 2024, Rumo Malha Paulista made the optional early redemption of R$790,084, the total amount of the 3rd issue of simple debentures, not convertible into shares.
On redemption, the debenture holders received: (a) the balance of the nominal unit value of the first series debentures; (b) the remuneration of the first series, calculated pro rata temporis, from April 15, 2024 until the date of the optional early redemption; and (c) a premium of 0.30% on the redemption value, multiplied by the remaining term of the debentures.
PROVISION OF ASSET WRITE-OFFS AND IMPAIRMENT LOSS OF RUMO MALHA SUL
In the second quarter of 2024, Rio Grande do Sul was impacted by extreme weather events, which damaged the railway infrastructure of the indirect subsidiary Rumo Malha Sul S.A. (“Rumo Malha Sul”).
Given this context, and in accordance with Circular Letter No. 01/2024-CVM/SNC/SEP, Management brought forward the recoverability test of Rumo Malha Sul's permanent assets (fixed assets, intangibles and rights of use). Considering the climatic events and their impact on the term of use of the assets, Rumo made a provision of R$2,967,202 see Note 11.1. In addition, a provision was recognized to write off the residual value of the assets in the amount of R$182,041.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
RADAR
SALES OF AGRICULTURAL PROPERTIES
During 2024, Radar segment subsidiaries made the following sales of rural properties:
Company |
Date |
Farm |
City / State |
Hectares |
Crop |
Value |
Jequitibá |
07/19/2024 |
Vista Alegre |
Araçatuba - SP |
3,124 |
Sugarcane |
213,000 |
Esus Brasil |
10/03/2024 |
Santo Antônio |
Martinópolis - SP |
3,399 |
Sugarcane |
172,000 |
Duguetiapar |
10/08/2024 |
São Jorge |
Paraguaçú Paulista - SP |
579 |
Sugarcane |
37,093 |
Duguetiapar |
10/15/2024 |
Ipiranga |
Echaporâ - SP |
567 |
Sugarcane |
34,907 |
Tellus Bahia |
11/29/2024 |
Grão de Ouro |
Correntina - BA |
6,883 |
Grains |
393,500 |
Nova Santa Bárbara |
12/20/2024 |
Monte Belo |
Monte-Mor - SP |
782 |
Sugarcane |
64,840 |
Nova Amaralina |
12/20/2024 |
Santo Antônio |
Monte-Mor - SP |
24 |
Sugarcane |
1,950 |
Nova Amaralina |
12/20/2024 |
Capuava |
Santa Bárbara D'Oeste - SP |
76 |
Sugarcane |
8,210 |
Terrainvest |
12/23/2024 |
São Luiz |
Dois Córregos - SP |
46 |
Sugarcane |
7,157 |
|
|
|
|
|
|
932,657 |
RAÍZEN
EXCLUSION OF ICMS FROM THE CALCULATION BASIS OF PIS AND COFINS
On April 10, 2024, the jointly controlled subsidiary Raízen, through the subsidiary Blueway Trading Importação e Exportação S.A. (“Blueway”), obtained the RFB's approval of the tax credit request, determining the exclusion of ICMS from the Programa de Integração Social (“PIS”) and Contribuição para Financiamento da Seguridade Social (“COFINS”) calculation basis in the amount of R$1,824,019, which impacted the equity income for the year by R$563,075.
DISTRIBUTION OF RAÍZEN DIVIDENDS
On July 30, 2024, the Board of Directors of the joint subsidiary Raízen approved the distribution of additional dividends in the amount of R$103,488. The amount declared corresponds entirely to dividends in the total amount of R$0.01001412421 per share, excluding treasury shares. The additional dividends herein declared will be paid by the company in a single installment, until the end of the fiscal year ending on March 31, 2025.
IMPACT OF INTERNATIONAL CONFLICTS
The Company continues to monitor the impacts of the war in Ukraine, as well as the unfolding of the conflict in the Middle East, as these are far-reaching events on the global economy and, therefore, on companies' financial reports.
The consequences of the war on the Financial Statements, mainly considering the impacts on key judgments and significant estimates, in addition to the operations that may be affected, are:
Up until now, there have been no impacts on the annual financial statements. The Cosan Group will continue to monitor the facts about the conflicts, with a view to potential impacts on the business and, consequently, on the financial statements.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
2.2 NEW DEBTS
Segment / Modalities |
Date |
Incidence of interest |
Index |
Funding costs |
Value |
Maturity |
Cosan Corporate |
|
|
|
|
|
|
Senior Notes |
02/16/2024 |
Six-monthly |
7.25% p.a. |
20,408 |
2,982,600 |
06/27/2031 |
Loan 4131(i) |
02/16/2024 |
Six-monthly |
6.60% p.a. |
— |
2,982,600 |
06/27/2031 |
Debentures |
06/28/2024 |
Six-monthly |
CDI + 1.00% p.a. |
2,563 |
725,000 |
06/28/2029 |
Debentures |
06/28/2024 |
Six-monthly |
CDI + 1.50% p.a. |
2,706 |
725,000 |
06/28/2034 |
Debentures |
10/18/2024 |
Six-monthly |
DI + spread 0.50% p.a. |
5,554 |
1,500,000 |
01/08/2028 |
Debentures |
10/18/2024 |
Six-monthly |
DI + spread 0.72% p.a. |
1,891 |
500,000 |
01/08/2030 |
Debentures |
10/18/2024 |
Six-monthly |
DI + spread 1.30% p.a. |
1,922 |
500,000 |
01/08/2035 |
Compass |
|
|
|
|
|
|
Debentures |
02/29/2024 |
Six-monthly |
DI + spread 0.80% p.a. |
2,196 |
1,500,000 |
03/15/2029 |
Debentures |
03/15/2024 |
Six-monthly |
CDI + 1.08% p.a. |
5,173 |
1,500,000 |
03/15/2029 |
Loan 4131 |
03/21/2024 |
Yearly |
4.88% p.a. |
— |
423,393 |
03/31/2025 |
Debentures |
07/16/2024 |
Six-monthly |
IPCA + 6.38% p.a. |
25,995 |
750,000 |
07/15/2034 |
Debentures |
07/16/2024 |
Six-monthly |
IPCA + 6.45% p.a. |
35,733 |
750,000 |
07/15/2039 |
Debentures |
10/10/2024 |
Six-monthly |
CDI + 1.20% p.a. |
468 |
235,000 |
10/10/2025 |
Moove |
|
|
|
|
|
|
Export Prepayment |
06/14/2024 |
Six-monthly |
SOFR-06 + 1.30% |
— |
536,240 |
06/14/2027 |
Credit Note |
06/14/2024 |
Yearly |
SOFR + 1.30% |
— |
269,456 |
06/14/2027 |
Working capital |
06/14/2024 |
Quarterly |
SONIA + 1.30% |
— |
242,396 |
06/01/2026 |
Rumo |
|
|
|
|
|
|
Debentures |
03/25/2024 |
Six-monthly |
IPCA + 5.79% p.a. |
20,739 |
532,243 |
03/15/2034 |
Debentures |
03/25/2024 |
Six-monthly |
IPCA + 5.92% p.a. |
36,552 |
667,757 |
03/15/2039 |
Debentures |
06/26/2024 |
Six-monthly |
IPCA + 6.42% p.a. |
20,869 |
547,950 |
06/26/2034 |
Debentures |
06/26/2024 |
Six-monthly |
IPCA + 6.53% p.a. |
8,218 |
156,050 |
06/26/2039 |
Debentures |
08/29/2024 |
Six-monthly |
IPCA + 6.05% p.a. |
31,837 |
800,000 |
08/29/2036 |
(i) Debt offset with assets in the balance sheet, see note 5.4 (e)
3.1 STATEMENT OF COMPLIANCE
These individual and consolidated financial statements were prepared and are being presented in accordance with Brazilian accounting practices, which include the Brazilian Corporate Law, the rules of the Brazilian Securities Commission ("CVM"), and the pronouncements of the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis ("CPC")), as well as international accounting standards (International Financial Reporting Standards, or "IFRS") issued by the International Accounting Standards Board (“IASB”).
The presentation of individual and consolidated Value-Added Statements (“VAS”) is required by Brazilian corporate law and by the accounting practices adopted in Brazil applicable to publicly traded companies CPC 09 – Value Added Statements. The IFRS standards do not require the presentation of this statement. As a result, under the IFRS, this statement is presented as supplementary information, notwithstanding the financial statements as a whole.
Only the material information in the financial statements is hereby disclosed, and it corresponds to that used by Management in its management.
These financial statements were authorized for issue by the Board of Directors on March 10, 2025.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
3.2 MATERIAL ACCOUNTING POLICIES
The accounting policies are included in the notes, except for those described below:
FUNCTIONAL CURRENCY AND FOREIGN CURRENCY
The individual and consolidated financial statements are presented in Reais, which is the functional currency of the Company, its subsidiaries and joint ventures in Brazil, because it is the currency of the primary economic environment in which they operate, consume, and generate resources. The main functional currencies of the subsidiaries located outside Brazil are the US Dollar, the Euro or the Pound Sterling. Unless otherwise specified, all balances have been rounded to the nearest thousand.
Monetary assets and liabilities denominated and calculated in foreign currencies at the financial position date are converted into the functional currency using the current foreign exchange rate. Non-monetary assets and liabilities measured at fair value in a foreign currency are converted into the functional currency using the foreign exchange rate in effect on the date the fair value was determined. Foreign currency differences resulting from conversions are generally accounted for in profit or loss. Non-monetary items measured in a foreign currency based on historical cost are converted at the foreign exchange rate on the transaction date.
Assets and liabilities arising from international operations, including goodwill and fair value adjustments resulting from the acquisition, are converted into Reais at the financial position date. Income and expenses from international operations are converted into Reais using the foreign exchange rates in effect on the dates of the transactions.
Foreign currency differences arising from translation into the presentation currency are recognized in other comprehensive income and accumulated in other components of equity. If the subsidiary is not wholly owned, the corresponding portion of the translation difference is attributed to the non-controlling shareholders.
When a foreign entity is disposed of, either totally or partially, and the Company loses control, significant influence or joint control over it, the accumulated amount of exchange variations related to that entity is reclassified to profit or loss as part of the gain or loss on disposal. If the disposal is partial and the Company retains control over the subsidiary, the proportion of the accumulated amount is attributed to the non-controlling interest. If the disposal is partial of an associate or joint venture, and the Company retains significant influence or joint control, the proportion of the accumulated amount is reclassified to profit or loss.
The following table shows the exchange rate, expressed in Reais, for the years indicated, as informed by the Central Bank of Brazil (“BACEN”):
Currency |
12/31/2024 |
12/31/2023 |
||
Dollar (U.S.$) |
BRL 6.19 |
BRL 4.84 |
||
Pound Sterling (£) |
BRL 7.76 |
BRL 6.16 |
||
Euro (€) |
BRL 6.44 |
BRL 5.35 |
||
Yene (¥) |
BRL 0.04 |
BRL 0.03 |
USE OF JUDGMENTS AND ESTIMATES
In preparing these financial statements, Management used judgments and estimates that affect the application of the Cosan Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Underlying estimates and assumptions are continually reviewed and recognized prospectively, when applicable. Information on critical judgments, assumptions, and estimates of uncertainties in the application of accounting policies that have a more significant effect on the amounts recognized in the financial statements are included in the following notes:
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
3.3 ACCOUNTING IMPACTS RELATED TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES (“ESG”)
In June 2023, the International Sustainability Standards Board (“ISSB”) issued IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 - Climate-related Disclosures, which provide new disclosure requirements on, respectively, sustainability-related risks and opportunities and specific climate-related disclosures.
The Company is taking the necessary measures to comply with the standard, the adoption of which is required for financial years beginning on or after January 1, 2026, in accordance with CVM Resolution 193, issued in October 2023.
Governance
To assist the Company's Management in relation to socio-environmental and climate issues, since 2021, the Sustainability Committee has been established, supported by Cosan's Sustainability area and the Sustainability Commission, at the tactical level, aiming at aligning the agenda and greater integration with the portfolio's investees. Thus, the management of the agenda is supervised directly by the Board of Directors (“BoD”) with reports made by the Sustainability Committee.
The governance model related to these issues is structured to encompass the integration of ESG (environmental, social and governance) criteria into business strategy, risk management and decision-making, ensuring that value creation is aligned with stakeholder expectations and in compliance with applicable regulations.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
This governance structure also takes into account Cosan's Sustainability Policy, approved by the Board of Directors, which aims to bring together guidelines for sustainable business management, covering the practices that consolidate the environmental and social governance model, such as risk management, associated impacts and internal and external engagement.
The Sustainability Committee is the body responsible for monitoring ESG strategy, commitments and targets, as well as promoting broad debate on trends related to the topic, such as climate change, diversity and inclusion, and stakeholder engagement. The Board of Directors assesses the impacts of the Company and its subsidiaries on society and the environment when approving the strategies of their respective businesses and acts to maintain the alignment of policies, risk management and best practices in all the businesses it controls, guaranteeing the necessary autonomy for the portfolio companies. The Sustainability Committee reports to the Board of Directors on the company's progress related to sustainability and compliance with the ESG Vision 2030 plan.
The Sustainability Committee is responsible for implementing and monitoring the commitments and targets made, monitoring the process of integrating the climate risk agenda and promoting debate on trends in the ESG agenda.
In order to align the interests of employees and executives with the Company's socio-environmental and climate objectives and challenges, the annual variable remuneration is made up of a pool of ESG targets that includes Cosan's performance in indexes and the evolution of the portfolio's climate agenda. This pool also considers the Group's information security maturity, as well as Internal Controls maturity - the total of these initiatives represents 10% of the Company's total target panel.
ESG targets are also taken into account in the long-term remuneration of senior management, with challenges linked to the performance of indices and ratings over the contracted years.
In this way, we ensure that the management of socio-environmental and climate issues is linked to the business strategy and is prioritized in the Company's annual agenda.
Strategy
Cosan's socio-environmental and climate strategy is guided by the “ESG Vision 2030”, a document launched in 2022, which brings together objectives and drivers to advance the strategic initiatives, actions and performance of the entire Group for the coming years.
The document is linked to the 5 material themes for Cosan and transversal to the companies in the portfolio, which underwent a review process in 2024, following the concept of double materiality and in order to revisit the strategy, as well as guaranteeing compliance with future regulatory demands.
After the process which involved interviews with various internal and external stakeholders, the materiality consists of the following themes which are worked on within the scope of risk and opportunity management:
Risk management
In recent years, we have dedicated significant efforts to improving our corporate risk matrix, identifying and detailing climate risks and opportunities and understanding their impacts on our planning and strategy.
The resilience of our strategy is linked to a set of risks which, within Cosan, are classified according to their nature into (a) strategic, (b) financial, (c) compliance, and (d) operational, depending on the area(s) of the organization that are affected by the events; and their origin (internal or external).
To improve climate risk management, we have developed a specific matrix for each company. These matrices were integrated into both the general risk matrix of each business and, in a consolidated manner, into Cosan's matrix.
The governance of Cosan's climate change theme ensures that the climate risks and opportunities identified are properly incorporated and managed throughout our organizational structure.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Along with the opportunities provided by the solutions and actions in our portfolio to drive the energy transition, we are also susceptible to risks arising from climate change. We seek to strengthen climate change mitigation measures in our business by setting emission reduction targets and investing in cleaner and more efficient technologies.
Over the past few years, we have improved the process of identifying, assessing and managing risks and opportunities related to climate change throughout the company, following the recommendations of the Task force on Climate-related Financial Disclosures (“TCFD”). The management of climate risks in each business is aligned with Cosan's risk management guidelines, covering stages that include the identification of risks and opportunities, the prioritization of identified risks, the implementation of mitigation measures and continuous monitoring.
Metrics and targets
The selection of indicators and the establishment of commitments, with the monitoring of the respective governance bodies, are fundamental for the management and monitoring of risks and opportunities related to Cosan's material topics. These indicators and commitments are defined to mitigate the risks identified and take advantage of the opportunities aligned with the Company's strategy, covering areas such as security (physical and cyber), Diversity, Equity and Inclusion (DEI), Corporate Governance and Transparency.
Debt contracts with ESG clauses
The Senior Notes due 2028 was the first Green issue in the freight railroad sector in Latin America. The subsidiary Rumo is committed to using the funds to finance, in whole or in part, ongoing and future projects that contribute to the promotion of a low-carbon and resource-efficient transportation sector in Brazil. Eligible projects are distributed in the areas of: (i) acquisition, replacement and updating of rolling stock; (ii) infrastructure for duplication of railroad stretches, new yards and extensions of yards; and (iii) modernization of the railroad. Rumo issues an annual report showing the progress of the projects, available on the investor relations page.
The Senior Notes due 2032 was an issue of Sustainability-Linked Bonds (SLBs) with the sustainable goal of reducing greenhouse gas emissions by 17.6% by 2026 per ton per useful kilometer (TKU), with a starting point of December 2020. The subsidiary Rumo is subject to a step-up of 25 basis points from July 2027 if it fails to meet this target, which would increase the interest rate to 4.45% p.a.
The 2nd Debenture of the indirect subsidiary Malha Paulista is linked to the sustainable goal of reducing greenhouse gas emissions per ton of useful kilometer (TKU) by 15% by 2023, with the base date of December 2019 as the starting point. Compliance with the condition for the rate step-down was verified based on Rumo's Annual Sustainability Report (“ASR”), so the Company benefited from a step-down of 25 basis points, making the cost of the 2nd series IPCA + 4.52%.
The 17th Debenture of the subsidiary Rumo is linked to the sustainable goal of reducing (i) 17.6% of the tons of direct greenhouse gas emissions per useful kilometer (TKU) by 2026; and (ii) 21.6% by 2030, with 2020 as the reference year. The company is subject to a step-up of 25 basis points in the 1st series and 20 basis points in the 2nd series if the SKPI is not reached in 2026 and an increase of 5 basis points in the 2nd series if the SKPI is not reached in 2030.
On November 1, 2023, the subsidiary Compass issued simple, non-convertible, unsecured debentures in the amount of R$1,736,385 with semi-annual remuneration equivalent to CDI + 1.55% p.a. and maturities on November 1, 2029 (50%) and November 1, 2030. The funds obtained from the issue will be used for investments and reinforcement of working capital.
This 2nd issue of debentures is linked to ESG targets of:
The Compass subsidiary will suffer a step-up of 12.5 basis points for each target that is not met, which would increase the rate from April 2028 (verification date) to up to CDI + 1.80% p.a. The company carried out an assessment on December 31, 2024 and found no evidence of this aspect, as the targets were met.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.
Reported segments:
Reconciliation:
Although Raízen S.A. is a joint venture registered under the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of Joint Venture”.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
12/31/2024 |
||||||||||||||||
|
Reported segments |
|
Reconciliation |
|
|||||||||||||
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Venture |
|
Elimination Between Segments |
|
Consolidated |
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
251,198,776 |
|
18,383,448 |
|
10,248,369 |
|
13,936,389 |
|
1,441,809 |
|
2,160 |
|
(251,198,776) |
|
(61,433) |
|
43,950,742 |
Cost of sales |
(237,636,637) |
|
(14,706,965) |
|
(7,309,994) |
|
(7,533,536) |
|
(746,956) |
|
(43) |
|
237,636,637 |
|
61,433 |
|
(30,236,061) |
Gross profit |
13,562,139 |
|
3,676,483 |
|
2,938,375 |
|
6,402,853 |
|
694,853 |
|
2,117 |
|
(13,562,139) |
|
— |
|
13,714,681 |
Selling expenses |
(6,634,623) |
|
(195,472) |
|
(1,331,412) |
|
(49,006) |
|
— |
|
— |
|
6,634,623 |
|
— |
|
(1,575,890) |
General and administrative expenses |
(3,020,473) |
|
(818,420) |
|
(921,196) |
|
(661,678) |
|
(73,201) |
|
(370,787) |
|
3,020,473 |
|
— |
|
(2,845,282) |
Other operating income (expenses), net |
2,029,354 |
|
858,402 |
|
84,081 |
|
(146,740) |
|
1,265,098 |
|
(511,007) |
|
(2,029,354) |
|
— |
|
1,549,834 |
Impairment |
— |
|
(6,155) |
|
— |
|
(3,149,245) |
|
— |
|
— |
|
— |
|
— |
|
(3,155,400) |
Impairment in associate |
— |
|
— |
|
— |
|
— |
|
— |
|
(4,672,396) |
|
— |
|
— |
|
(4,672,396) |
Interest in earnings (losses) of subsidiaries and associates |
(235,631) |
|
154,487 |
|
— |
|
40,348 |
|
21,531 |
|
3,509,443 |
|
235,631 |
|
(2,006,778) |
|
1,719,031 |
Interest in earnings (losses) of joint ventures |
— |
|
— |
|
— |
|
(7,445) |
|
— |
|
(1,222,535) |
|
— |
|
— |
|
(1,229,980) |
Finance result |
(7,273,308) |
|
(854,169) |
|
(181,139) |
|
(2,577,844) |
|
27,756 |
|
(5,164,321) |
|
7,273,308 |
|
— |
|
(8,749,717) |
Finance expense |
(4,741,898) |
|
(1,587,619) |
|
(182,407) |
|
(3,242,246) |
|
(27,130) |
|
(2,597,714) |
|
4,741,898 |
|
— |
|
(7,637,116) |
Finance income |
995,444 |
|
977,905 |
|
129,175 |
|
1,102,136 |
|
54,886 |
|
391,797 |
|
(995,444) |
|
— |
|
2,655,899 |
Foreign exchange variation, net |
(4,974,022) |
|
(578,412) |
|
(212,224) |
|
(1,455,848) |
|
— |
|
(3,494,875) |
|
4,974,022 |
|
— |
|
(5,741,359) |
Derivatives |
1,447,168 |
|
333,957 |
|
84,317 |
|
1,018,114 |
|
— |
|
536,471 |
|
(1,447,168) |
|
— |
|
1,972,859 |
Income taxes |
(1,102,531) |
|
(966,578) |
|
(194,579) |
|
(800,485) |
|
(130,285) |
|
(1,098,595) |
|
1,102,531 |
|
— |
|
(3,190,522) |
Profit (loss) for the year from continuing operations |
(2,675,073) |
|
1,848,578 |
|
394,130 |
|
(949,242) |
|
1,805,752 |
|
(9,528,081) |
|
2,675,073 |
|
(2,006,778) |
|
(8,435,641) |
Profit for the year from discontinued operations, net of tax |
— |
|
273,875 |
|
— |
|
— |
|
— |
|
241,010 |
|
— |
|
(241,010) |
|
273,875 |
Net profit for the year |
(2,675,073) |
|
2,122,453 |
|
394,130 |
|
(949,242) |
|
1,805,752 |
|
(9,287,071) |
|
2,675,073 |
|
(2,247,788) |
|
(8,161,766) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
(2,732,286) |
|
1,730,597 |
|
275,921 |
|
(291,680) |
|
532,950 |
|
(9,423,795) |
|
2,732,286 |
|
(2,247,788) |
|
(9,423,795) |
Non-controlling interest |
57,213 |
|
391,856 |
|
118,209 |
|
(657,562) |
|
1,272,802 |
|
136,724 |
|
(57,213) |
|
— |
|
1,262,029 |
|
(2,675,073) |
|
2,122,453 |
|
394,130 |
|
(949,242) |
|
1,805,752 |
|
(9,287,071) |
|
2,675,073 |
|
(2,247,788) |
|
(8,161,766) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
10,036,600 |
|
1,088,610 |
|
460,391 |
|
2,303,380 |
|
273 |
|
15,929 |
|
(10,036,600) |
|
— |
|
3,868,583 |
EBITDA |
15,737,366 |
|
5,031,810 |
|
1,230,239 |
|
4,732,467 |
|
1,908,554 |
|
(3,008,226) |
|
(15,737,366) |
|
(2,247,788) |
|
7,647,056 |
Additions to fixed assets, intangible assets and contract assets |
12,349,347 |
|
2,135,908 |
|
186,040 |
|
5,492,724 |
|
6,414 |
|
13,435 |
|
(12,349,347) |
|
— |
|
7,834,521 |
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year |
(2,675,073) |
|
2,122,453 |
|
394,130 |
|
(949,242) |
|
1,805,752 |
|
(9,287,071) |
|
2,675,073 |
|
(2,247,788) |
|
(8,161,766) |
Income taxes |
1,102,531 |
|
966,578 |
|
194,579 |
|
800,485 |
|
130,285 |
|
1,098,595 |
|
(1,102,531) |
|
— |
|
3,190,522 |
Finance result |
7,273,308 |
|
854,169 |
|
181,139 |
|
2,577,844 |
|
(27,756) |
|
5,164,321 |
|
(7,273,308) |
|
— |
|
8,749,717 |
Depreciation and amortization |
10,036,600 |
|
1,088,610 |
|
460,391 |
|
2,303,380 |
|
273 |
|
15,929 |
|
(10,036,600) |
|
— |
|
3,868,583 |
EBITDA |
15,737,366 |
|
5,031,810 |
|
1,230,239 |
|
4,732,467 |
|
1,908,554 |
|
(3,008,226) |
|
(15,737,366) |
|
(2,247,788) |
|
7,647,056 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
12/31/2023 |
||||||||||||||||
|
Reported segments |
|
Reconciliation |
|
|||||||||||||
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Venture |
|
Elimination Between Segments |
|
Consolidated |
Statement of profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
221,693,298 |
|
17,767,327 |
|
10,078,626 |
|
10,937,716 |
|
743,411 |
|
2,709 |
|
(221,693,298) |
|
(61,292) |
|
39,468,497 |
Cost of sales |
(202,926,764) |
|
(14,256,031) |
|
(7,359,606) |
|
(6,838,433) |
|
(153,470) |
|
(3,648) |
|
202,926,764 |
|
61,292 |
|
(28,549,896) |
Gross profit |
18,766,534 |
|
3,511,296 |
|
2,719,020 |
|
4,099,283 |
|
589,941 |
|
(939) |
|
(18,766,534) |
|
— |
|
10,918,601 |
Selling expenses |
(5,773,538) |
|
(164,399) |
|
(1,144,957) |
|
(40,658) |
|
— |
|
(556) |
|
5,773,538 |
|
— |
|
(1,350,570) |
General and administrative expenses |
(2,815,532) |
|
(788,015) |
|
(645,634) |
|
(559,973) |
|
(74,355) |
|
(459,997) |
|
2,815,532 |
|
— |
|
(2,527,974) |
Other operating income (expenses), net |
1,968,248 |
|
607,226 |
|
(336) |
|
(100,780) |
|
2,253,803 |
|
1,164,464 |
|
(1,968,248) |
|
— |
|
3,924,377 |
Interest in earnings of subsidiaries and associates |
(219,896) |
|
178,978 |
|
— |
|
75,333 |
|
20,015 |
|
2,647,255 |
|
219,896 |
|
(2,571,182) |
|
350,399 |
Interest in earnings of joint ventures |
— |
|
— |
|
— |
|
1,266 |
|
— |
|
1,694,679 |
|
— |
|
— |
|
1,695,945 |
Finance result |
(5,962,849) |
|
(730,954) |
|
(319,136) |
|
(2,555,382) |
|
30,798 |
|
(4,322,353) |
|
5,962,849 |
|
— |
|
(7,897,027) |
Finance expense |
(6,241,261) |
|
(1,658,582) |
|
(242,751) |
|
(3,621,093) |
|
(6,776) |
|
(5,808,228) |
|
6,241,261 |
|
— |
|
(11,337,430) |
Finance income |
797,560 |
|
1,283,024 |
|
116,408 |
|
1,190,685 |
|
37,577 |
|
400,440 |
|
(797,560) |
|
— |
|
3,028,134 |
Foreign exchange variation, net |
1,240,924 |
|
152,592 |
|
(155,618) |
|
368,259 |
|
(3) |
|
1,412,208 |
|
(1,240,924) |
|
— |
|
1,777,438 |
Derivatives |
(1,760,072) |
|
(507,988) |
|
(37,175) |
|
(493,233) |
|
— |
|
(326,773) |
|
1,760,072 |
|
— |
|
(1,365,169) |
Income taxes |
(1,936,598) |
|
(859,311) |
|
(332,090) |
|
(197,174) |
|
(147,636) |
|
1,261,785 |
|
1,936,598 |
|
— |
|
(274,426) |
Profit (loss) for the year from continuing operations |
4,026,369 |
|
1,754,821 |
|
276,867 |
|
721,915 |
|
2,672,566 |
|
1,984,338 |
|
(4,026,369) |
|
(2,571,182) |
|
4,839,325 |
Profit for the year from discontinued operations, net of tax |
— |
|
45,419 |
|
— |
|
— |
|
— |
|
20,384 |
|
— |
|
(20,384) |
|
45,419 |
Net profit for the year |
4,026,369 |
|
1,800,240 |
|
276,867 |
|
721,915 |
|
2,672,566 |
|
2,004,722 |
|
(4,026,369) |
|
(2,591,566) |
|
4,884,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
3,863,605 |
|
1,410,630 |
|
193,888 |
|
218,886 |
|
768,162 |
|
1,094,391 |
|
(3,863,605) |
|
(2,591,566) |
|
1,094,391 |
Non-controlling interest |
162,764 |
|
389,610 |
|
82,979 |
|
503,029 |
|
1,904,404 |
|
910,331 |
|
(162,764) |
|
— |
|
3,790,353 |
|
4,026,369 |
|
1,800,240 |
|
276,867 |
|
721,915 |
|
2,672,566 |
|
2,004,722 |
|
(4,026,369) |
|
(2,591,566) |
|
4,884,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
8,071,288 |
|
899,635 |
|
273,772 |
|
2,175,834 |
|
275 |
|
15,427 |
|
(8,071,288) |
|
— |
|
3,364,943 |
EBITDA |
19,997,104 |
|
4,290,140 |
|
1,201,865 |
|
5,650,305 |
|
2,789,679 |
|
5,080,717 |
|
(19,997,104) |
|
(2,591,566) |
|
16,421,140 |
Additions to fixed assets, intangible assets and contract assets |
11,396,056 |
|
2,317,889 |
|
177,971 |
|
3,689,877 |
|
39,892 |
|
42,333 |
|
(11,396,056) |
|
— |
|
6,267,962 |
Reconciliation of EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year |
4,026,369 |
|
1,800,240 |
|
276,867 |
|
721,915 |
|
2,672,566 |
|
2,004,722 |
|
(4,026,369) |
|
(2,591,566) |
|
4,884,744 |
Income taxes |
1,936,598 |
|
859,311 |
|
332,090 |
|
197,174 |
|
147,636 |
|
(1,261,785) |
|
(1,936,598) |
|
— |
|
274,426 |
Finance result |
5,962,849 |
|
730,954 |
|
319,136 |
|
2,555,382 |
|
(30,798) |
|
4,322,353 |
|
(5,962,849) |
|
— |
|
7,897,027 |
Depreciation and amortization |
8,071,288 |
|
899,635 |
|
273,772 |
|
2,175,834 |
|
275 |
|
15,427 |
|
(8,071,288) |
|
— |
|
3,364,943 |
EBITDA |
19,997,104 |
|
4,290,140 |
|
1,201,865 |
|
5,650,305 |
|
2,789,679 |
|
5,080,717 |
|
(19,997,104) |
|
(2,591,566) |
|
16,421,140 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
12/31/2024 |
||||||||||||||||
|
Reported segments |
|
Reconciliation |
|
|||||||||||||
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Venture |
|
Elimination Between Segments |
|
Consolidated |
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
9,962,864 |
|
5,271,256 |
|
753,347 |
|
7,461,618 |
|
33,041 |
|
3,384,280 |
|
(9,962,864) |
|
— |
|
16,903,542 |
Marketable securities |
1,337,706 |
|
1,074,806 |
|
303,492 |
|
812,795 |
|
251,267 |
|
943,941 |
|
(1,337,706) |
|
— |
|
3,386,301 |
Trade receivables |
11,053,414 |
|
1,804,823 |
|
1,164,422 |
|
583,349 |
|
443,140 |
|
— |
|
(11,053,414) |
|
— |
|
3,995,734 |
Derivative financial instruments |
17,070,322 |
|
356,589 |
|
151,926 |
|
1,647,977 |
|
— |
|
1,642,836 |
|
(17,070,322) |
|
— |
|
3,799,328 |
Inventories |
17,435,862 |
|
252,220 |
|
1,538,105 |
|
282,580 |
|
— |
|
— |
|
(17,435,862) |
|
— |
|
2,072,905 |
Sectorial financial assets |
— |
|
731,642 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
731,642 |
Other financial assets |
87,966 |
|
3,820 |
|
675 |
|
— |
|
— |
|
— |
|
(87,966) |
|
— |
|
4,495 |
Other current assets |
10,611,882 |
|
592,317 |
|
288,376 |
|
1,040,439 |
|
72,089 |
|
3,786,460 |
|
(10,611,882) |
|
(2,112,993) |
|
3,666,688 |
Other non-current assets |
15,784,732 |
|
1,810,491 |
|
241,816 |
|
3,421,143 |
|
24,870 |
|
2,901,292 |
|
(15,784,732) |
|
(160,256) |
|
8,239,356 |
Investments in subsidiaries and associates |
— |
|
1,277,955 |
|
— |
|
280,865 |
|
92,166 |
|
24,235,118 |
|
— |
|
(15,207,538) |
|
10,678,566 |
Investments in joint ventures |
2,012,536 |
|
— |
|
— |
|
41,121 |
|
— |
|
10,503,923 |
|
(2,012,536) |
|
— |
|
10,545,044 |
Biological assets |
3,596,878 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,596,878) |
|
— |
|
— |
Investment property |
— |
|
— |
|
— |
|
— |
|
16,818,919 |
|
— |
|
— |
|
— |
|
16,818,919 |
Contract assets |
2,806,284 |
|
1,110,463 |
|
4,367 |
|
— |
|
— |
|
— |
|
(2,806,284) |
|
— |
|
1,114,830 |
Right-of-use assets |
9,549,136 |
|
1,581,601 |
|
316,762 |
|
8,039,779 |
|
3,053 |
|
17,556 |
|
(9,549,136) |
|
— |
|
9,958,751 |
Property, plant and equipment |
37,503,618 |
|
1,620,505 |
|
911,277 |
|
20,435,467 |
|
17 |
|
51,750 |
|
(37,503,618) |
|
— |
|
23,019,016 |
Intangible assets and goodwill |
9,472,002 |
|
16,761,631 |
|
3,013,392 |
|
6,545,890 |
|
— |
|
9,872 |
|
(9,472,002) |
|
— |
|
26,330,785 |
Loans, borrowings and debentures |
(52,781,598) |
|
(14,449,033) |
|
(3,558,575) |
|
(19,123,218) |
|
— |
|
(29,324,600) |
|
52,781,598 |
|
— |
|
(66,455,426) |
Derivative financial instruments - liabilities |
(14,464,530) |
|
(389,778) |
|
(57,347) |
|
(1,918,204) |
|
— |
|
(1,104,875) |
|
14,464,530 |
|
— |
|
(3,470,204) |
Trade payables |
(20,042,646) |
|
(1,650,748) |
|
(1,735,704) |
|
(1,777,918) |
|
(20,549) |
|
(2,930) |
|
20,042,646 |
|
— |
|
(5,187,849) |
Employee benefits payables |
(1,096,336) |
|
(253,655) |
|
(140,553) |
|
(376,475) |
|
— |
|
(43,324) |
|
1,096,336 |
|
— |
|
(814,007) |
Sectorial financial liabilities |
— |
|
(2,040,239) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,040,239) |
Other current liabilities |
(9,327,070) |
|
(2,876,023) |
|
(428,437) |
|
(1,252,805) |
|
(135,410) |
|
(905,820) |
|
9,327,070 |
|
1,628,676 |
|
(3,969,819) |
Leases |
(11,988,100) |
|
(2,122,306) |
|
(327,517) |
|
(4,032,188) |
|
(3,281) |
|
(24,461) |
|
11,988,100 |
|
— |
|
(6,509,753) |
Other non-current liabilities |
(14,143,270) |
|
(3,735,956) |
|
(548,995) |
|
(7,177,061) |
|
(580,129) |
|
(2,022,675) |
|
14,143,270 |
|
644,573 |
|
(13,420,243) |
Total assets (net of liabilities) allocated by segment |
24,441,652 |
|
6,732,381 |
|
1,890,829 |
|
14,935,154 |
|
16,999,193 |
|
14,048,343 |
|
(24,441,652) |
|
(15,207,538) |
|
39,398,362 |
Total assets |
148,285,202 |
|
34,250,119 |
|
8,687,957 |
|
50,593,023 |
|
17,738,562 |
|
47,477,028 |
|
(148,285,202) |
|
(17,480,787) |
|
141,265,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
23,864,556 |
|
4,091,601 |
|
1,326,385 |
|
4,477,643 |
|
5,311,909 |
|
10,903,764 |
|
(23,864,556) |
|
(15,207,538) |
|
10,903,764 |
Non-controlling interest |
577,096 |
|
2,640,780 |
|
564,444 |
|
10,457,511 |
|
11,687,284 |
|
3,144,579 |
|
(577,096) |
|
— |
|
28,494,598 |
Total shareholders’ equity |
24,441,652 |
|
6,732,381 |
|
1,890,829 |
|
14,935,154 |
|
16,999,193 |
|
14,048,343 |
|
(24,441,652) |
|
(15,207,538) |
|
39,398,362 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
12/31/2023 |
||||||||||||||||
|
Reported segments |
|
Reconciliation |
|
|||||||||||||
|
Raízen |
|
Compass |
|
Moove |
|
Rumo |
|
Radar |
|
Cosan Corporate |
|
Deconsolidation of Joint Venture |
|
Elimination Between Segments |
|
Consolidated |
Statement of financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
7,915,876 |
|
3,931,532 |
|
773,552 |
|
7,233,993 |
|
39,946 |
|
2,679,458 |
|
(7,915,876) |
|
— |
|
14,658,481 |
Marketable securities |
349,584 |
|
800,267 |
|
77,814 |
|
1,396,107 |
|
239,361 |
|
990,412 |
|
(349,584) |
|
— |
|
3,503,961 |
Trade receivables |
13,438,430 |
|
1,550,973 |
|
1,101,854 |
|
556,298 |
|
234,801 |
|
710 |
|
(13,438,430) |
|
— |
|
3,444,636 |
Derivative financial instruments - assets |
10,888,050 |
|
175,655 |
|
— |
|
1,561,493 |
|
— |
|
809,651 |
|
(10,888,050) |
|
— |
|
2,546,799 |
Inventories |
17,310,692 |
|
292,335 |
|
1,284,773 |
|
215,605 |
|
— |
|
1 |
|
(17,310,692) |
|
— |
|
1,792,714 |
Sectorial financial assets |
— |
|
548,700 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
548,700 |
Other financial assets |
103,774 |
|
2,423 |
|
690 |
|
— |
|
— |
|
— |
|
(103,774) |
|
— |
|
3,113 |
Other current assets |
8,478,292 |
|
1,553,524 |
|
193,836 |
|
841,417 |
|
375,716 |
|
3,152,651 |
|
(8,478,292) |
|
(1,106,687) |
|
5,010,457 |
Other non-current assets |
13,957,596 |
|
1,166,991 |
|
209,823 |
|
3,528,375 |
|
14,378 |
|
3,832,013 |
|
(13,957,596) |
|
(180,880) |
|
8,570,700 |
Investments in subsidiaries and associates |
— |
|
1,630,124 |
|
2 |
|
312,302 |
|
88,656 |
|
32,792,891 |
|
— |
|
(17,212,606) |
|
17,611,369 |
Investments in joint ventures |
1,321,982 |
|
— |
|
— |
|
48,566 |
|
— |
|
11,693,876 |
|
(1,321,982) |
|
— |
|
11,742,442 |
Biological assets |
3,818,316 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,818,316) |
|
— |
|
— |
Investment property |
— |
|
— |
|
— |
|
— |
|
15,976,126 |
|
— |
|
— |
|
— |
|
15,976,126 |
Contract assets |
3,108,696 |
|
1,041,421 |
|
10,684 |
|
— |
|
— |
|
— |
|
(3,108,696) |
|
— |
|
1,052,105 |
Right-of-use assets |
9,645,522 |
|
1,588,292 |
|
195,953 |
|
7,703,754 |
|
3,319 |
|
22,200 |
|
(9,645,522) |
|
— |
|
9,513,518 |
Property, plant and equipment |
30,144,420 |
|
1,255,012 |
|
755,955 |
|
19,176,386 |
|
24 |
|
52,597 |
|
(30,144,420) |
|
— |
|
21,239,974 |
Intangible assets and goodwill |
9,677,254 |
|
13,299,255 |
|
2,679,983 |
|
6,664,143 |
|
— |
|
6,906 |
|
(9,677,254) |
|
— |
|
22,650,287 |
Loans, borrowings and debentures |
(39,634,986) |
|
(10,017,150) |
|
(2,207,028) |
|
(18,964,841) |
|
— |
|
(25,715,635) |
|
39,634,986 |
|
— |
|
(56,904,654) |
Derivative financial instruments |
(7,870,706) |
|
(360,784) |
|
(742) |
|
(1,471,795) |
|
— |
|
(1,581,824) |
|
7,870,706 |
|
— |
|
(3,415,145) |
Trade payables |
(20,150,654) |
|
(1,534,041) |
|
(1,494,568) |
|
(1,084,931) |
|
(68,422) |
|
(2,563) |
|
20,150,654 |
|
— |
|
(4,184,525) |
Employee benefits payables |
(966,452) |
|
(301,560) |
|
(147,313) |
|
(318,550) |
|
— |
|
(61,906) |
|
966,452 |
|
— |
|
(829,329) |
Sectorial financial liabilities |
— |
|
(1,810,698) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,810,698) |
Other current liabilities |
(10,642,734) |
|
(1,703,128) |
|
(336,080) |
|
(1,583,216) |
|
(182,298) |
|
(1,239,688) |
|
10,642,734 |
|
571,201 |
|
(4,473,209) |
Leases |
(11,304,874) |
|
(1,636,943) |
|
(198,964) |
|
(3,406,843) |
|
(3,502) |
|
(29,542) |
|
11,304,874 |
|
— |
|
(5,275,794) |
Other non-current liabilities |
(12,284,662) |
|
(2,678,578) |
|
(580,103) |
|
(6,537,271) |
|
(543,490) |
|
(2,367,850) |
|
12,284,662 |
|
716,444 |
|
(11,990,848) |
Total assets (net of liabilities) allocated by segment |
27,303,416 |
|
8,793,622 |
|
2,320,121 |
|
15,870,992 |
|
16,174,615 |
|
25,034,358 |
|
(27,303,416) |
|
(17,212,528) |
|
50,981,180 |
Total assets |
130,158,484 |
|
28,836,504 |
|
7,284,919 |
|
49,238,439 |
|
16,972,327 |
|
56,033,366 |
|
(130,158,484) |
|
(18,500,173) |
|
139,865,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
26,561,384 |
|
5,798,294 |
|
1,624,273 |
|
4,766,403 |
|
5,023,574 |
|
20,955,291 |
|
(26,561,384) |
|
(17,212,528) |
|
20,955,307 |
Non-controlling interest |
742,032 |
|
2,995,328 |
|
695,848 |
|
11,104,589 |
|
11,151,041 |
|
4,079,067 |
|
(742,032) |
|
— |
|
30,025,873 |
Total shareholders’ equity |
27,303,416 |
|
8,793,622 |
|
2,320,121 |
|
15,870,992 |
|
16,174,615 |
|
25,034,358 |
|
(27,303,416) |
|
(17,212,528) |
|
50,981,180 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
4.1 NET SALES TO EXTERNAL CUSTOMERS BY PRODUCTS/CUSTOMER TYPE
|
12/31/2024 |
|
12/31/2023 |
Reported segment |
|
|
|
Raízen |
|
|
|
Ethanol |
25,567,836 |
|
23,312,258 |
Sugar |
38,019,072 |
|
29,070,524 |
Gasoline |
67,097,828 |
|
66,267,702 |
Diesel |
102,834,016 |
|
90,281,586 |
Cogeneration |
7,271,246 |
|
3,724,090 |
Other |
10,408,778 |
|
9,037,138 |
|
251,198,776 |
|
221,693,298 |
Compass |
|
|
|
Natural gas distribution |
|
|
|
Industrial |
11,984,101 |
|
11,411,212 |
Residential |
2,331,262 |
|
2,202,348 |
Cogeneration |
511,997 |
|
710,288 |
Automotive |
485,947 |
|
592,917 |
Commercial |
873,384 |
|
820,685 |
Construction revenue |
1,602,284 |
|
1,494,142 |
Other |
594,473 |
|
535,735 |
|
18,383,448 |
|
17,767,327 |
Moove |
|
|
|
Finished product |
8,794,520 |
|
8,520,267 |
Base oil |
630,349 |
|
765,408 |
Services |
823,500 |
|
792,951 |
|
10,248,369 |
|
10,078,626 |
Rumo |
|
|
|
North operations |
11,096,559 |
|
8,346,314 |
South operations |
2,154,493 |
|
2,032,703 |
Container operations |
685,337 |
|
558,699 |
|
13,936,389 |
|
10,937,716 |
Radar |
|
|
|
Lease and sale of lands |
1,441,809 |
|
743,411 |
|
1,441,809 |
|
743,411 |
Reconciliation |
|
|
|
Cosan Corporate |
2,160 |
|
2,709 |
Deconsolidation of joint venture, adjustments and eliminations |
(251,260,209) |
|
(221,754,590) |
Total |
43,950,742 |
|
39,468,497 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
4.2. INFORMATION ON GEOGRAPHICAL AREA
|
Net sales |
|
Other non-current assets |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Brazil |
38,185,302 |
|
33,816,723 |
|
8,218,106 |
|
12,584,481 |
Europe (i) |
3,100,762 |
|
3,050,235 |
|
— |
|
8,969 |
Latin America (ii) |
304,074 |
|
144,853 |
|
6,448 |
|
3,275 |
United States of America |
2,360,604 |
|
2,456,686 |
|
14,802 |
|
10,087 |
Total |
43,950,742 |
|
39,468,497 |
|
8,239,356 |
|
12,606,812 |
Main countries:
(i) | England, France, Spain and Portugal; | |
(ii) | Argentina, Bolivia, Uruguay and Paraguay. |
4.3. MAIN CUSTOMERS
On December 31, 2024, the subsidiary Rumo had a client that represented 12.10% of its net operating revenue, with an amount of R$1,763,541. In 2023, this same client represented 10.42% of Rumo's net operating revenue, with an approximate amount of R$1,213,263, which corresponds to 4% of the Group's consolidated net operating revenue.
Accounting policy: Measurement of financial assets and liabilities The Company initially measures a financial asset at its fair value plus (in case of a financial asset that is not measured at fair value through profit or loss) transaction costs, except for those measured at amortized cost and maintained within a business model with the goal of obtaining contractual cash flows that meet the principal and interest only criterion. Debt financial instruments are subsequently measured at fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification is based on two criteria: (i) the Company's business model for managing the assets; and (ii) whether the contractual cash flows from the instruments represent only principal and interest payments on the outstanding principal amount. The Company recognizes its financial assets at amortized cost for financial assets held within a business model with the objective of obtaining contractual cash flows that satisfy the "Principal and Interest" criterion. This category includes trade receivables, cash and cash equivalents, receivables from related parties, restricted cash, sectorial financial assets and dividends and interest on equity receivable. Purchases or sales of financial assets that require the delivery of assets within a period established by regulation or market convention (regular trades) are recorded on the trade date, i.e., the date on which the Company enters into an agreement to buy or sell the asset. Financial assets are derecognized when the rights to receive cash flows from these assets have expired or when the Company has transferred substantially all risks and rewards associated with ownership. Financial liabilities are categorized based on whether they are measured at amortized cost or fair value through profit or loss. Financial liability is categorized as measured at fair value through profit or loss if it is held for trading, is a derivative, or was designated as such upon initial recognition. Financial liabilities are measured at fair value and the net profit or loss, including interest, is included in the financial result. Other financial liabilities are subsequently measured using the effective interest method at their amortized cost. Interest expense and foreign exchange gains and losses are accounted for in the financial result. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired, or when its terms are modified and the cash flows of the modified liability are materially different, in which case a new financial liability is recognized at fair value based on the modified terms. Any gain or loss on derecognition is accounted for in profit or loss. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company's financial assets and liabilities are as follows:
|
|
|
Parent Company |
|
Consolidated |
||||
|
Note |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.2 |
|
986,278 |
|
1,667,155 |
|
2,122,442 |
|
3,298,142 |
Marketable securities |
5.3 |
|
805,335 |
|
705,777 |
|
3,386,301 |
|
3,503,961 |
Derivative financial instruments |
5.6 |
|
1,565,495 |
|
157,816 |
|
3,799,328 |
|
2,546,799 |
Other financial assets |
|
|
— |
|
— |
|
4,495 |
|
3,113 |
|
|
|
3,357,108 |
|
2,530,748 |
|
9,312,566 |
|
9,352,015 |
Amortized cost |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
5.2 |
|
1,214,989 |
|
102,821 |
|
14,781,100 |
|
11,360,339 |
Trade receivables |
5.7 |
|
— |
|
— |
|
3,995,734 |
|
3,444,636 |
Restricted cash |
5.3 |
|
— |
|
81,621 |
|
174,303 |
|
203,252 |
Receivables from related parties |
5.8 |
|
406,981 |
|
348,096 |
|
399,889 |
|
340,091 |
Sectorial financial assets |
5.10 |
|
— |
|
— |
|
731,642 |
|
548,700 |
Dividends and interest on equity receivable |
17 |
|
19,377 |
|
319,135 |
|
153,548 |
|
255,777 |
Reduction of capital receivable |
|
|
1,013,714 |
|
— |
|
— |
|
— |
|
|
|
2,655,061 |
|
851,673 |
|
20,236,216 |
|
16,152,795 |
Total |
|
|
6,012,169 |
|
3,382,421 |
|
29,548,782 |
|
25,504,810 |
Liabilities |
|
|
|
|
|
|
|
|
|
Amortized cost |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
(21,350,555) |
|
(13,496,324) |
|
(38,161,392) |
|
(33,952,162) |
Trade payables |
5.9 |
|
(2,900) |
|
(2,431) |
|
(5,187,849) |
|
(4,184,525) |
Consideration payable |
|
|
— |
|
— |
|
(246,256) |
|
(203,094) |
Other financial liabilities (i) |
|
|
— |
|
— |
|
(1,067,839) |
|
(476,895) |
Leases |
5.5 |
|
(24,459) |
|
(29,543) |
|
(6,509,753) |
|
(5,275,794) |
Railroad concession payable |
13 |
|
— |
|
— |
|
(3,721,190) |
|
(3,565,373) |
Related parties payable |
5.8 |
|
(7,263,024) |
|
(6,648,867) |
|
(417,488) |
|
(323,238) |
Dividends payable |
17 |
|
(3,495) |
|
(276,065) |
|
(96,722) |
|
(549,054) |
Reduction of capital payable |
|
|
— |
|
— |
|
(486,285) |
|
— |
Sectorial financial liabilities |
5.10 |
|
— |
|
— |
|
(2,040,239) |
|
(1,810,698) |
Installment of tax debts |
14 |
|
(219,429) |
|
(211,226) |
|
(254,302) |
|
(217,348) |
|
|
|
(28,863,862) |
|
(20,664,456) |
|
(58,189,315) |
|
(50,558,181) |
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Loans, borrowings and debentures |
|
|
— |
|
— |
|
(28,294,034) |
|
(22,952,492) |
Derivative financial instruments |
5.6 |
|
(1,104,874) |
|
(645,985) |
|
(3,470,204) |
|
(3,415,145) |
|
|
|
(1,104,874) |
|
(645,985) |
|
(31,764,238) |
|
(26,367,637) |
Total |
|
|
(29,968,736) |
|
(21,310,441) |
|
(89,953,553) |
|
(76,925,818) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) |
The Company's subsidiaries adopt strategies to optimize working capital efficiency, including extending payment terms with their suppliers and entering into structured payment agreements (also known as reverse factoring or drawn risk) with financial institutions. At Rumo, these operations relied on top-tier funds and banks as counterparties, at an average rate of 11.05% p.a. (12.42% p.a. on December 31, 2023). The average term of these operations is approximately 35 days (111 days at December 31, 2023). The accounting transfer of amounts from the suppliers account to this item is a non-cash transaction and is therefore not presented in the Cash Flow Statement. The liquidation flow of the balance, in turn, is classified under operating or investment activities, according to the classification of the object of the purchase. The financial charges embedded in the transaction are recorded in “Interest on Commercial Contracts” of the financial result, totaling R$48,275 in the year ended December 31, 2024 (R$91,597 on December 31, 2023). The settlement flow of the balance of credits assigned by suppliers to financial agents is classified in the Statement of Cash Flows under operating activities, as it better represents cash expenditure from the perspective of the Company's operations. At Comgás, on December 31, 2024, the balance of receivables in advance from suppliers to financial institutions was R$132,999 (R$133,937 on December 31, 2023). The payment period for these operations is up to 90 days. The drawn risk operation is an option for the supplier and does not alter the commercial conditions established between the parties (term and value of the service). Suppliers anticipate receivables by accepting the terms, including the fees for anticipating these operations. The company has no influence over the supplier's decision, nor does it receive any benefit from the bank in this operation. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company and its subsidiaries are required to comply with the following financial clauses per the terms of the main loan lines:
Company |
Debt |
Triggers |
Ratios |
Cosan Corporate |
|
|
|
Cosan Luxembourg S.A. |
* Senior Notes 2027 |
Proforma net debt (iv) / pro forma EBITDA (iv) cannot exceed 3.5x |
2.57 |
* Senior Notes 2029 |
|||
* Senior Notes 2030 |
|||
* Senior Notes 2031 |
|||
|
|
|
|
Compass |
|
|
|
Comgás S.A. |
* 4th issue debenture |
Short-term debt / total debt (iii) cannot exceed 0.6x |
0.16 |
Comgás S.A. |
* Debenture 4th to 12th issues |
Net debt (ix) / EBITDA (ii) cannot exceed 4.0x |
1.80 |
* BNDES |
|||
* Loan 4131 |
|||
Compagas |
* 4th issue debenture |
Net debt / EBITDA (ii) cannot exceed 3.5x |
2.50 |
Sulgás |
* BNDES |
Net debt (x) / EBITDA (ii) cannot exceed 3.5x |
0.35 |
General indebtedness ratio (Total liabilities(ix) / Total liabilities (xii)) may not exceed 0.8 |
0.73 |
||
Necta |
* 1st issue debenture |
Net debt (x) / EBITDA (ii) cannot exceed 4.0x |
(1.48) |
Moove |
|
|
|
MLH |
*Syndicated Loan |
Net debt (i) / EBITDA (ii) cannot exceed 3.5x at the end of each quarter |
1.73 |
ICSD (viii) cannot be less than 2.5x at the end of each quarter |
5.78 |
||
Rumo |
|
|
|
Rumo S.A. |
* Debenture (11th, 12th, 13th and 14th) (vi) |
ICJ (vii) = EBITDA(ii) / Financial result(v) cannot be less than 2.0x |
5.74 |
* ECA |
|||
Rumo S.A. |
* NCE |
Net debt (i) / EBITDA (ii) cannot exceed 3.5x |
1.43 |
* ECA |
|||
* Senior Notes 2028 |
|||
* Senior Notes 2032 |
|||
* Debentures (vi) |
|||
Brado |
* NCE |
Net debt (i) / EBITDA (ii) cannot exceed 3.3x
|
0.72 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) | Net debt consists of the balance of loans, borrowings and debentures (“Gross Debt”), net of cash and cash equivalents, marketable securities and derivative financial instruments on debt. |
(ii) | Corresponds to the accumulated EBITDA for the last twelve months. |
(iii) | Total debt means the sum of current and non-current loans, borrowings and debentures, and current and non-current derivative financial instruments. |
(iv) | Net debt and pro forma EBITDA, including the equivalent of 50% of joint venture financial information as determined in the agreements. Pro forma EBITDA corresponds to the accumulated period of the last 12 months. For the covenants of the Senior Notes, the amounts of the unrestricted subsidiaries are excluded. |
(v) | The financial result of net debt is composed of the cost of net debt. |
(vi) | The 11th, 12th, 13th and 14th debentures have a contractual leverage covenant limited to 3.0x. However, they have a waiver that allows the issuer to exceed this ratio up to a limit of 3.5x until December 31, 2027. |
(vii) | Interest Coverage Ratio (Índice de Cobertura de Juros) (“ICJ”). |
(viii) | Debt Service Coverage Ratio (Índice de Cobertura do Serviço da Dívida) (“ICSD”). |
(ix) | Net debt consists of the balance of current and non-current debt, net of cash and cash equivalents and marketable securities. |
(x) | Net debt consists of the balance of current and non-current indebtedness, including the net balance of derivative operations, net of cash and cash equivalents and marketable securities. |
(xi) | Total liabilities correspond to the sum of current and non-current liabilities. |
(xii) | Total liabilities correspond to the sum of current liabilities, non-current liabilities and shareholders' equity. |
As of December 31, 2024, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive clauses. The terms of the loans include cross-default provisions. |
Accounting policy: Cash and cash equivalents comprise cash balances, demand deposits and highly liquid investments with a maturity of up to three months from the date of acquisition, which are subject to an insignificant risk of changes in value and are used for the Company's cash management. The amounts relating to investments in investment funds are classified as assets measured at fair value through profit or loss, and the other amounts of cash and cash equivalents are classified as amortized cost. |
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Cash and bank accounts |
414 |
|
251 |
|
958,738 |
|
209,479 |
Savings account |
48,831 |
|
102,400 |
|
485,393 |
|
431,011 |
Financial Investments |
2,152,022 |
|
1,667,325 |
|
15,459,411 |
|
14,017,991 |
|
2,201,267 |
|
1,769,976 |
|
16,903,542 |
|
14,658,481 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Financial investments include the following:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Applications in investment funds |
|
|
|
|
|
|
|
Repurchase Agreements (i) |
400,251 |
|
1,667,155 |
|
1,493,278 |
|
3,259,210 |
Certificate of bank deposits - CDB |
586,027 |
|
— |
|
604,398 |
|
— |
Other investments |
— |
|
— |
|
24,766 |
|
38,932 |
|
986,278 |
|
1,667,155 |
|
2,122,442 |
|
3,298,142 |
|
|
|
|
|
|
|
|
Applications in banks |
|
|
|
|
|
|
|
Repurchase agreements |
— |
|
— |
|
236,101 |
|
616,633 |
Certificate of bank deposits - CDB |
1,165,549 |
|
— |
|
12,102,078 |
|
9,807,983 |
Other |
195 |
|
170 |
|
998,790 |
|
295,233 |
|
1,165,744 |
|
170 |
|
13,336,969 |
|
10,719,849 |
|
2,152,022 |
|
1,667,325 |
|
15,459,411 |
|
14,017,991 |
(i) | The repurchase agreements are allocated to the WG Renda Fixa Crédito Privado Fundo de Investimento (“WG”), which was created in the form of an open-ended fund and is managed by Itaú Unibanco Asset Management Ltda. (“Itaú Asset”). The fund's portfolio is composed of investments in public bonds and repurchase agreements backed by federal public bonds. |
The Company's onshore financial investments bear interest at rates approximating 100% of the Brazilian interbank offered rate (Certificado de Depósito Interbancário, or "CDI") as of December 31, 2024 and 2023. Offshore financial investments are remunerated at rates market in banking institutions. The sensitivity analysis of interest rate risks is in 5.12.
Accounting policy:
The valuation and classification of marketable securities are based on their fair value, as determined by the financial result. Securities consist of all equity instruments with readily ascertainable fair values. The fair values of equity instruments are deemed readily determinable if the securities are listed or if a current market value or fair value can be determined even without a direct listing (for example, prices of shares in mutual funds). Restricted cash is measured and classified at amortized cost, with an average maturity of between two and five years for government bonds, but they can be redeemed quickly and are subject to an insignificant risk of change in value. |
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Marketable securities |
|
|
|
|
|
|
|
Government securities (i) |
805,335 |
|
705,777 |
|
3,114,578 |
|
3,107,813 |
Certificate of bank deposits (CDB) |
— |
|
— |
|
158,363 |
|
300,142 |
ESG Funds |
— |
|
— |
|
113,360 |
|
96,006 |
|
805,335 |
|
705,777 |
|
3,386,301 |
|
3,503,961 |
|
|
|
|
|
|
|
|
Current |
805,335 |
|
705,777 |
|
3,272,941 |
|
3,407,955 |
Non-current |
— |
|
— |
|
113,360 |
|
96,006 |
Total |
805,335 |
|
705,777 |
|
3,386,301 |
|
3,503,961 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Restricted cash |
|
|
|
|
|
|
|
Securities pledged as collateral |
— |
|
81,621 |
|
174,303 |
|
203,252 |
|
— |
|
81,621 |
|
174,303 |
|
203,252 |
|
|
|
|
|
|
|
|
Current |
— |
|
— |
|
28,006 |
|
7,860 |
Non-current |
— |
|
81,621 |
|
146,297 |
|
195,392 |
Total |
— |
|
81,621 |
|
174,303 |
|
203,252 |
(i) | The sovereign debt securities declared interest linked to the Special System of Liquidation and Custody (Sistema Especial de Liquidação e Custódia), or “SELIC”, with a yield of approximately 100% of the CDI. |
Accounting policy: Loans, borrowings and debentures (“obligation”) are initially measured at fair value, net of transaction costs, and subsequently at amortized cost. When the obligation specified in the contract is satisfied, canceled, or expired, they are derecognized. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-monetary assets transferred or liabilities assumed, is recorded as other financial revenue or expense in the profit or loss. Classified as current liabilities unless there is an unconditional right to defer settlement for at least one year after the date of the statement of finance position. Initial measurement of financial guarantee contracts issued by the Company is at fair value, and if not designated at fair value through profit or loss, the financial guarantee contracts are subsequently measured at the higher amount of: i. the amount of the obligation under the contract; and ii. the amount initially recognized less, as applicable, the accumulated amortization recognized according to revenue recognition policies. The contracts are irrevocably designated at fair value through profit or loss, according to the Company's analysis, so as not to cause an accounting mismatch. The fair value of the loans is based on the discounted cash flow using its implicit discount rate and are classified as level 2 fair value in the hierarchy. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Composition
|
|
Interest |
|
|
|
Parent Company |
|
|
|
|
||||
Description |
|
Index |
|
Interest Rate |
|
Currency |
|
12/31/2024 |
|
12/31/2023 |
|
Maturity |
|
Objective |
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
CDI + 2.65% |
|
13.33% |
|
Real |
|
— |
|
1,208,141 |
|
Aug-25 |
|
Investments |
|
|
CDI + 1.65% |
|
14.00% |
|
Real |
|
781,715 |
|
784,475 |
|
Aug-28 |
|
Capital management |
|
|
CDI + 1.50% |
|
13.83% |
|
Real |
|
406,429 |
|
406,471 |
|
May-28 |
|
Capital management |
|
|
CDI + 1.50% |
|
13.83% |
|
Real |
|
722,667 |
|
— |
|
Jun-34 |
|
Capital management |
|
|
CDI + 1.90% |
|
14.28% |
|
Real |
|
1,117,561 |
|
1,117,966 |
|
May-32 |
|
Capital management |
|
|
CDI + 2.00% |
|
14.39% |
|
Real |
|
938,451 |
|
942,010 |
|
Aug-31 |
|
Capital management |
|
|
CDI + 2.40% |
|
14.84% |
|
Real |
|
1,020,963 |
|
1,020,673 |
|
Apr-28 |
|
Capital management |
|
|
CDI + 2.40% |
|
14.84% |
|
Real |
|
999,683 |
|
998,542 |
|
Jun-28 |
|
Capital management |
|
|
CDI + 1.80% |
|
14.17% |
|
Real |
|
1,314,009 |
|
1,260,684 |
|
Jan-31 |
|
Capital management |
|
|
CDI + 1.00% |
|
13.27% |
|
Real |
|
722,795 |
|
— |
|
Jun-29 |
|
Capital management |
|
|
CDI + 0.50% |
|
12.71% |
|
Real |
|
1,517,667 |
|
— |
|
Jan-28 |
|
Capital management |
|
|
CDI + 0.72% |
|
12.96% |
|
Real |
|
505,999 |
|
— |
|
Jan-30 |
|
Capital management |
|
|
CDI + 1.30% |
|
13.61% |
|
Real |
|
506,361 |
|
— |
|
Jan-35 |
|
Capital management |
|
|
IPCA + 5.75% |
|
10.88% |
|
Real |
|
433,499 |
|
412,478 |
|
Aug-31 |
|
Capital management |
|
|
Prefixed |
|
8.02% |
|
Dollar |
|
1,857,808 |
|
1,451,867 |
|
Jun-30 |
|
Capital management |
|
|
Prefixed |
|
7.52% |
|
Dollar |
|
3,778,776 |
|
2,897,097 |
|
Sep-29 |
|
Capital management |
Commercial bank notes |
|
CDI + 1.75% |
|
14.11% |
|
Real |
|
548,335 |
|
547,755 |
|
Dec-28 |
|
Capital management |
|
|
CDI + 1.80% |
|
14.17% |
|
Real |
|
471,702 |
|
448,165 |
|
Jan-31 |
|
Capital management |
Loan 4131 |
|
Prefixed |
|
6.60% |
|
Dollar |
|
3,706,135 |
|
— |
|
Jun-31 |
|
Capital management |
Total |
|
|
|
|
|
|
|
21,350,555 |
|
13,496,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
347,032 |
|
800,987 |
|
|
|
|
Non-current |
|
|
|
|
|
|
|
21,003,523 |
|
12,695,337 |
|
|
|
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
Interest |
|
Consolidated |
|
|
|
|
|
|
||||||
Description |
|
Index |
|
Annual interest rate |
|
Currency |
|
12/31/2024 |
|
12/31/2023 |
|
Maturity |
|
Objective |
|
Modality |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan 4131 |
|
Prefixed |
|
3.20% |
|
Euro |
|
— |
|
860,658 |
|
Oct-25 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
0.25% |
|
Yen |
|
— |
|
602,487 |
|
Oct-25 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
3.40% |
|
Euro |
|
— |
|
1,954,022 |
|
Oct-26 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
0.25% |
|
Yen |
|
— |
|
1,135,226 |
|
Oct-26 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
3.56% |
|
Euro |
|
— |
|
812,496 |
|
Oct-27 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
0.25% |
|
Yen |
|
— |
|
470,951 |
|
Oct-27 |
|
Investments |
|
Secured |
Perpetual Notes |
|
Prefixed |
|
8.25% |
|
Dollar |
|
3,135,174 |
|
2,451,160 |
|
Nov-40 |
|
Acquisition |
|
Unsecured |
Senior Notes Due 2027 |
|
Prefixed |
|
7.00% |
|
Dollar |
|
2,475,674 |
|
2,016,330 |
|
Jan-27 |
|
Acquisition |
|
Unsecured |
Senior Notes Due 2029 |
|
Prefixed |
|
5.50% |
|
Dollar |
|
4,638,597 |
|
3,622,922 |
|
Sep-29 |
|
Acquisition |
|
Unsecured |
Senior Notes Due 2030 |
|
Prefixed |
|
7.50% |
|
Dollar |
|
3,384,127 |
|
2,642,023 |
|
Jun-30 |
|
Capital management |
|
Unsecured |
Senior Notes Due 2031 |
|
Prefixed |
|
7.25% |
|
Dollar |
|
3,683,191 |
|
— |
|
Jun-31 |
|
Capital management |
|
Unsecured |
Debentures |
|
CDI + 2.65% |
|
13.33% |
|
Real |
|
— |
|
1,208,141 |
|
Aug-25 |
|
Investments |
|
Unsecured |
|
|
CDI + 1.65% |
|
14.00% |
|
Real |
|
781,715 |
|
784,475 |
|
Aug-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.50% |
|
13.83% |
|
Real |
|
406,429 |
|
406,471 |
|
May-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.50% |
|
13.83% |
|
Real |
|
722,667 |
|
— |
|
Jun-34 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.90% |
|
14.28% |
|
Real |
|
1,117,561 |
|
1,117,966 |
|
May-32 |
|
Capital management |
|
Unsecured |
|
|
CDI + 2.00% |
|
14.39% |
|
Real |
|
938,451 |
|
942,011 |
|
Aug-31 |
|
Capital management |
|
Unsecured |
|
|
CDI + 2.40% |
|
14.84% |
|
Real |
|
1,020,963 |
|
1,020,673 |
|
Apr-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 2.40% |
|
14.84% |
|
Real |
|
999,683 |
|
998,542 |
|
Jun-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.80% |
|
14.17% |
|
Real |
|
1,314,009 |
|
1,260,684 |
|
Jan-31 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.00% |
|
13.27% |
|
Real |
|
722,795 |
|
— |
|
Jun-29 |
|
Capital management |
|
Unsecured |
|
|
CDI + 0.50% |
|
12.71% |
|
Real |
|
1,517,668 |
|
— |
|
Jan-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 0.72% |
|
12.96% |
|
Real |
|
505,999 |
|
— |
|
Jan-30 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.30% |
|
13.61% |
|
Real |
|
506,361 |
|
— |
|
Jan-35 |
|
Capital management |
|
Unsecured |
|
|
IPCA + 5.75% |
|
10.88% |
|
Real |
|
433,499 |
|
412,478 |
|
Aug-31 |
|
Capital management |
|
Unsecured |
Commercial bank notes |
|
CDI + 1.75% |
|
14.11% |
|
Real |
|
548,335 |
|
547,755 |
|
Dec-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.80% |
|
14.17% |
|
Real |
|
471,702 |
|
448,165 |
|
Jan-31 |
|
Capital management |
|
Unsecured |
|
|
|
|
|
|
|
|
29,324,600 |
|
25,715,636 |
|
|
|
|
|
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
|
IPCA + 4.10% |
|
9.15% |
|
Real |
|
88,477 |
|
112,946 |
|
Apr-29 |
|
Investments |
|
Secured |
|
|
IPCA + 4.10% |
|
9.15% |
|
Real |
|
194,797 |
|
140,016 |
|
Jan-30 |
|
Investments |
|
Secured |
|
|
IPCA + 3.25% |
|
8.26% |
|
Real |
|
1,318,111 |
|
1,547,664 |
|
Jun-34 |
|
Investments |
|
Secured |
|
|
IPCA + 5.74% |
|
10.87% |
|
Real |
|
1,027,665 |
|
893,810 |
|
Dec-36 |
|
Investments |
|
Secured |
|
|
IPCA + 6.01% |
|
11.15% |
|
Real |
|
295,695 |
|
304,276 |
|
Dec-36 |
|
Investments |
|
Secured |
|
|
CDI + 1.36% |
|
13.68% |
|
Real |
|
60,000 |
|
— |
|
Jan-25 |
|
Capital management |
|
Unsecured |
|
|
CDI + 0.50% |
|
12.71% |
|
Real |
|
50,000 |
|
— |
|
Jan-25 |
|
Capital management |
|
Unsecured |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
Interest |
|
Consolidated |
|
|
|
|
|
|
||||||
Description | Index | Annual interest rate | Currency | 12/31/2024 | 12/31/2023 | Maturity | Objective | Modality | ||||||||
Loan 4131 |
|
Prefixed |
|
1.36% |
|
Dollar |
|
— |
|
362,774 |
|
Feb-24 |
|
Capital management |
|
Unsecured |
|
|
Prefixed |
|
2.13% |
|
Dollar |
|
1,245,670 |
|
943,486 |
|
Feb-25 |
|
Capital management |
|
Unsecured |
|
|
Prefixed |
|
5.74% |
|
Euro |
|
523,634 |
|
— |
|
Mar-25 |
|
Capital management |
|
Unsecured |
|
|
Prefixed |
|
4.04% |
|
Dollar |
|
926,262 |
|
734,191 |
|
May-26 |
|
Capital management |
|
Unsecured |
Debentures |
|
CDI + 1.95% |
|
12.55% |
|
Real |
|
— |
|
735,566 |
|
Aug-24 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.33% |
|
8.95% |
|
Real |
|
— |
|
554,147 |
|
Oct-24 |
|
Investments |
|
Unsecured |
|
|
CDI + 1.20% |
|
13.50% |
|
Real |
|
240,120 |
|
— |
|
Oct-25 |
|
Investments |
|
Unsecured |
|
|
IPCA + 7.36% |
|
12.57% |
|
Real |
|
41,436 |
|
80,960 |
|
Dec-25 |
|
Investments |
|
Unsecured |
|
|
CDI + 2.24% |
|
14.66% |
|
Real |
|
208,465 |
|
— |
|
Dec-26 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.45% |
|
13.27% |
|
Real |
|
— |
|
399,457 |
|
Dec-26 |
|
Investments |
|
Unsecured |
|
|
CDI + 1.55% |
|
13.89% |
|
Real |
|
73,480 |
|
— |
|
Jan-27 |
|
Investments |
|
Unsecured |
|
|
IGPM + 6.10% |
|
13.04% |
|
Real |
|
382,837 |
|
359,639 |
|
May-28 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.08% |
|
13.36% |
|
Real |
|
1,545,857 |
|
— |
|
Mar-29 |
|
Investments |
|
Unsecured |
|
|
CDI + 0.80% |
|
13.05% |
|
Real |
|
1,547,588 |
|
— |
|
Mar-29 |
|
Capital management |
|
Unsecured |
|
|
CDI + 1.55% |
|
13.89% |
|
Real |
|
1,763,476 |
|
1,764,022 |
|
Nov-30 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.12% |
|
10.22% |
|
Real |
|
512,946 |
|
550,342 |
|
Aug-31 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.38% |
|
11.54% |
|
Real |
|
685,420 |
|
— |
|
Jul-34 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.22% |
|
10.32% |
|
Real |
|
466,173 |
|
533,854 |
|
Aug-36 |
|
Investments |
|
Unsecured |
|
|
IPCA + 7.17% |
|
12.37% |
|
Real |
|
588,142 |
|
— |
|
Dec-36 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.45% |
|
11.61% |
|
Real |
|
662,782 |
|
— |
|
Jul-39 |
|
Investments |
|
Unsecured |
|
|
|
|
|
|
|
|
14,449,033 |
|
10,017,150 |
|
|
|
|
|
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan 4131 |
|
Prefixed |
|
5.50% |
|
Dollar |
|
15,729 |
|
31,920 |
|
Mar-25 |
|
Investments |
|
Unsecured |
Working capital |
|
SOFR + 1.50% |
|
1.50% |
|
Dollar |
|
2,346,950 |
|
2,175,107 |
|
May-27 |
|
Acquisition |
|
Unsecured |
Working capital |
|
SONIA + 1.30% |
|
1.30% |
|
GBP |
|
272,318 |
|
— |
|
Jun-26 |
|
Acquisition |
|
Unsecured |
Export Credit Note |
|
SOFR+ 1.30% |
|
5.83% |
|
Dollar |
|
316,442 |
|
— |
|
Jun-27 |
|
Acquisition |
|
Unsecured |
Export Prepayment |
|
SOFR-06 + 1.30% |
|
5.66% |
|
Dollar |
|
607,136 |
|
— |
|
Jun-27 |
|
Acquisition |
|
Unsecured |
|
|
|
|
|
|
|
|
3,558,575 |
|
2,207,027 |
|
|
|
|
|
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
Interest |
|
Consolidated |
|
|
|
|
|
|
||||||
Description | Index | Annual interest rate |
Currency | 12/31/2024 | 12/31/2023 | Maturity | Objective | Modality | ||||||||
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES |
|
Prefixed |
|
6.00% |
|
Real |
|
— |
|
128,494 |
|
Dec-24 |
|
Investments |
|
Secured |
|
|
Prefixed |
|
3.50% |
|
Real |
|
— |
|
29 |
|
Jan-24 |
|
Investments |
|
Secured |
|
|
URTJLP |
|
9.53% |
|
Real |
|
1,861,658 |
|
2,210,390 |
|
Jul-31 |
|
Investments |
|
Secured |
|
|
CDI + 2.07% |
|
13.45% |
|
Real |
|
40,530 |
|
52,101 |
|
Mar-25 |
|
Capital management |
|
Secured |
|
|
CDI + 2.25% |
|
13.65% |
|
Real |
|
51,968 |
|
60,774 |
|
May-26 |
|
Capital management |
|
Secured |
|
|
CDI + 2.25% |
|
13.65% |
|
Real |
|
50,663 |
|
78,965 |
|
Feb-26 |
|
Capital management |
|
Secured |
|
|
CDI + 2.20% |
|
13.60% |
|
Real |
|
77,856 |
|
30,252 |
|
Mar-26 |
|
Capital management |
|
Secured |
|
|
SOFR + 1.30% |
|
5.83% |
|
Dollar |
|
25,341 |
|
487,544 |
|
Jan-25 |
|
Capital management |
|
Secured |
|
|
CDI + 1.29% |
|
13.65% |
|
Dollar |
|
30,302 |
|
— |
|
May-29 |
|
Capital management |
|
Secured |
Senior Notes Due 2028 |
|
Prefixed |
|
5.25% |
|
Dollar |
|
2,631,834 |
|
2,178,449 |
|
Jan-28 |
|
Investments |
|
Secured |
Senior Notes Due 2032 |
|
Prefixed |
|
4.20% |
|
Dollar |
|
2,418,140 |
|
2,066,885 |
|
Jan-32 |
|
Investments |
|
Secured |
Export Credit Agency ("ECA") |
|
Euribor + 0.58% |
|
3.94% |
|
Euro |
|
38,525 |
|
48,849 |
|
Sep-26 |
|
Investments |
|
Secured |
Bank Credit |
|
IPCA |
|
5.84% |
|
Real |
|
874,513 |
|
954,205 |
|
Jan-48 |
|
Investments |
|
Secured |
ACF |
|
IPCA + 6.48% |
|
11.64% |
|
Real |
|
299,706 |
|
— |
|
Aug-42 |
|
Investments |
|
Secured |
Debenture |
|
IPCA + 3.60% |
|
8.62% |
|
Real |
|
393,127 |
|
413,881 |
|
Dec-30 |
|
Investments |
|
Unsecured |
|
|
IPCA + 3.90% |
|
8.94% |
|
Real |
|
1,078,794 |
|
1,113,820 |
|
Oct-29 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.00% |
|
9.04% |
|
Real |
|
957,843 |
|
1,077,140 |
|
Dec-35 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.50% |
|
9.57% |
|
Real |
|
1,520,069 |
|
1,596,910 |
|
Jun-31 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.54% |
|
9.61% |
|
Real |
|
218,865 |
|
254,232 |
|
Jun-36 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.68% |
|
9.76% |
|
Real |
|
248,085 |
|
396,201 |
|
Feb-26 |
|
Investments |
|
Unsecured |
|
|
IPCA + 4.52% |
|
11.33% |
|
Real |
|
711,764 |
|
773,556 |
|
Jun-31 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.73% |
|
10.86% |
|
Real |
|
480,383 |
|
551,709 |
|
Oct-33 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.99% |
|
11.13% |
|
Real |
|
452,451 |
|
470,177 |
|
Jun-32 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.80% |
|
11.98% |
|
Real |
|
938,970 |
|
1,004,762 |
|
Apr-30 |
|
Investments |
|
Unsecured |
|
|
CDI + 1.30% |
|
11.84% |
|
Real |
|
— |
|
759,390 |
|
Aug-24 |
|
Investments |
|
Unsecured |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
Interest |
|
Consolidated |
|
|
|
|
|
|
||||||
Description | Index | Annual interest rate |
Currency | 12/31/2024 | 12/31/2023 | Maturity | Objective | Modality | ||||||||
|
|
CDI + 1.79% |
|
13.65% |
|
Real |
|
— |
|
753,435 |
|
Jun-24 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.76% |
|
10.89% |
|
Real |
|
714,229 |
|
753,439 |
|
Aug-29 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.18% |
|
10.91% |
|
Real |
|
655,641 |
|
749,252 |
|
May-33 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.80% |
|
10.93% |
|
Real |
|
469,906 |
|
— |
|
Mar-34 |
|
Investments |
|
Unsecured |
|
|
IPCA + 5.93% |
|
11.07% |
|
Real |
|
565,235 |
|
— |
|
Mar-39 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.42% |
|
11.33% |
|
Real |
|
489,270 |
|
— |
|
Jun-34 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.53% |
|
11.33% |
|
Real |
|
133,846 |
|
— |
|
Jun-39 |
|
Investments |
|
Unsecured |
|
|
IPCA + 6.05% |
|
11.19% |
|
Real |
|
693,704 |
|
— |
|
Aug-36 |
|
Investments |
|
Unsecured |
|
|
|
|
|
|
|
|
19,123,218 |
|
18,964,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
66,455,426 |
|
56,904,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
4,403,148 |
|
4,882,398 |
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
62,052,278 |
|
52,022,256 |
|
|
|
|
|
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
For debts linked to derivatives, the effective rates are shown in the explanatory note 5.6.
To calculate the average rates, the market interest curves on December 31, 2024 were considered on an annual basis.
All debts with maturity dates denominated in foreign currency are hedged against foreign exchange risk through derivatives (note 5.6), except for perpetual notes.
Loans, borrowings and debentures that are classified as non-current have the following maturities:
|
|
Parent Company |
|
Consolidated |
||||||||
|
|
Funding costs |
|
12/31/2024 |
|
12/31/2023 |
|
Funding costs |
|
12/31/2024 |
|
12/31/2023 |
1 to 2 years |
|
— |
|
— |
|
569,067 |
|
(43,154) |
|
2,552,535 |
|
4,800,498 |
2 to 3 years |
|
(24,538) |
|
350,462 |
|
— |
|
(128,908) |
|
7,551,156 |
|
6,255,752 |
3 to 4 years |
|
(8,824) |
|
5,178,676 |
|
360,698 |
|
(85,987) |
|
10,000,615 |
|
6,626,698 |
4 to 5 years |
|
(6,148) |
|
4,501,383 |
|
3,319,442 |
|
(89,779) |
|
12,429,311 |
|
7,554,468 |
5 to 6 years |
|
(4,975) |
|
4,011,417 |
|
3,327,245 |
|
(53,072) |
|
7,948,395 |
|
8,143,128 |
6 to 7 years |
|
(2,730) |
|
5,371,352 |
|
3,101,714 |
|
(41,538) |
|
6,100,666 |
|
6,777,099 |
7 to 8 years |
|
(621) |
|
607,712 |
|
1,650,648 |
|
(44,524) |
|
6,421,275 |
|
2,599,593 |
Over 8 years |
|
(812) |
|
982,521 |
|
366,523 |
|
(120,306) |
|
9,048,325 |
|
9,265,020 |
|
|
(48,648) |
|
21,003,523 |
|
12,695,337 |
|
(607,268) |
|
62,052,278 |
|
52,022,256 |
b) Changes in loans, borrowings and debentures
|
|
Parent Company |
|
Consolidated |
Balance as of January 1, 2023 |
|
5,475,628 |
|
52,987,216 |
Proceeds |
|
8,636,528 |
|
12,785,628 |
Repayment of principal |
|
(579,942) |
|
(8,054,763) |
Payment of interest |
|
(973,919) |
|
(3,552,292) |
Payment of interest on work in progress |
|
— |
|
(288,569) |
Interest, exchange rate and fair value |
|
938,029 |
|
3,027,434 |
Balance as of December 31, 2023 |
|
13,496,324 |
|
56,904,654 |
Proceeds |
|
6,911,676 |
|
16,983,225 |
Repayment of principal |
|
(1,160,058) |
|
(12,187,560) |
Payment of interest |
|
(1,697,950) |
|
(4,759,976) |
Payment of interest on work in progress |
|
— |
|
(128,520) |
Business combination |
|
— |
|
285,033 |
Interest, exchange rate and fair value |
|
3,800,563 |
|
9,358,570 |
Balance as of December 31, 2024 |
|
21,350,555 |
|
66,455,426 |
55 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
c) Guarantees
The subsidiary Rumo has entered into financing contracts with development banks intended for investments guaranteed by bank guarantees at an average cost of 0.67% p.a. or by real guarantees (assets) and escrow accounts. On December 31, 2024, the balance of bank guarantees contracted was R$2,655,231 on December 31, 2024 (R$3,120,034 on December 31, 2023).
The subsidiary MLH has a bank guarantee for a loan from Cosan Lubrificantes S.R.L. (“Moove Argentina”), with an average annual cost of 0.18%, and a guarantee with top-tier banks for payment to third parties, with an average annual cost of 3.90%. On December 31, 2024, the balance of contracted guarantees was R$16,061 (R$31,931 on December 31, 2023).
d) Unused lines of credit
As of December 31, 2024, the Company and its subsidiaries had credit lines with banks, which were not used, in the amount of R$1,510,231 (R$2,102,756 on December 31, 2023). The use of these lines of credit is subject to certain contractual conditions.
e) Offset of assets and liabilities
Since the Company has the legally enforceable right to offset the amounts and the intention to settle them simultaneously, for consolidation purposes, the Company has offset in the statement of financial position the assets relating to the Total Return Swap (“TRS”) with the debt liability arising from the debentures, the Time Deposits with the Loans 4131 and the Credit Linked Notes (“CLNs”) with the Export Credit Notes (“NCEs”) in Brazil, presenting them at their net values, as well as their respective impacts on the income statement. As such, no sensitivity analysis is carried out either, as both transactions present no risk to the Company.
|
Segment |
|
12/31/2024 |
|
12/31/2023 |
Assets |
|
|
|
|
|
Credit Linked Notes |
Rumo |
|
6,334,168 |
|
4,952,781 |
Time deposit |
Cosan Corporate |
|
3,718,105 |
|
— |
TRS |
Cosan Corporate |
|
5,640,466 |
|
4,354,191 |
Total |
|
|
15,692,739 |
|
9,306,972 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
NCEs |
Rumo |
|
(6,334,168) |
|
(4,952,781) |
Loan 4131 |
Cosan Corporate |
|
(3,718,105) |
|
— |
Debentures |
Cosan Corporate |
|
(5,640,466) |
|
(4,354,191) |
Total |
|
|
(15,692,739) |
|
(9,306,972) |
|
|
|
|
|
|
Net |
|
|
— |
|
— |
The gross values of financial assets and liabilities do not differ from the netted values
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: Upon inception or modification of a contract, the Company assesses whether the contract is or contains a lease. The lease liability is initially measured at the present value of the lease payments that are not made on the commencement date, discounted at the interest rate implicit in the lease or, if that rate cannot be determined easily, at the Company's incremental borrowing rate. The Company's generally uses its incremental borrowing rate as the discount rate. The lease payments included in calculating the lease liability are as follows:
To calculate the incremental borrowing rate, the Company:
The incremental (nominal) interest rate used by the Company and its subsidiaries was determined based on interest rates, adjusted for functional currency and the terms of its contracts. Rates between 4.25% and 13.73% were used, according to the term and currency of each contract. In addition, for the measurement of the lease liability, the Company may account for two or more contracts together provided that:
Variable lease payments that do not depend on an index or rate are recognized as expenses in the period in which the event or condition that generates these payments occurs. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they come into effect. When adjustments to lease payments based on an index or rate come into effect, the lease liability is revalued and adjusted against the right of use asset. Lease payments are allocated between the principal and the financial cost. The financial cost is debited to profit over the lease period to produce a constant periodic interest rate on the remaining balance of the liability in each period. Payments associated with short-term leases of equipment and vehicles and all leases of low value assets are recognized by the linear method as an expense in the result. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. In determining the term of the lease, the Company considers all facts and circumstances that create an economic incentive to exercise the option of extension, or not to exercise the option of termination. Extension options (or periods after termination options) are only included in the lease term if there is reasonable certainty that it will be extended (or not terminated). For warehouse rentals, retail stores and equipment, the following factors are usually the most relevant: • If there are significant penalties to terminate (or not extend), the group is usually reasonably certain to extend (or not terminate). • If any improvements in leased properties are expected to have a significant remaining value, the Company typically has a reasonable certainty of extending (or not terminating). • Otherwise, the Company considers other factors, including historical rental durations and the costs and business interruption necessary to replace the leased asset. Most of the extension options in offices and car rentals were not included in the rental liability because the Company could replace the assets without significant cost or business interruption. The subsequent valuation of the lease liability is at amortized cost, using the effective interest rate method. It is revalued when there is a change in future lease payments resulting from a change in index or rate, if there is a change in the amounts expected to be paid according to the residual value guarantee, if the Company changes its valuation, one the option will be exercised in the purchase, extension or termination or if there is an essentially fixed revised lease payment |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Parent Company |
|
Consolidated |
Balance as of January 1, 2023 |
30,365 |
|
3,532,158 |
Additions |
— |
|
1,923,138 |
Write-offs |
— |
|
(15,329) |
Settlement interest and foreign exchange variation |
7,566 |
|
458,507 |
Repayment of principal |
(5,524) |
|
(490,012) |
Payment of interest |
(3,615) |
|
(236,948) |
Monetary adjustment |
751 |
|
104,280 |
Balance as of December 31, 2023 |
29,543 |
|
5,275,794 |
Additions |
1,414 |
|
999,553 |
Write-offs |
— |
|
(9,933) |
Settlement interest and foreign exchange variation |
3,005 |
|
1,120,882 |
Repayment of principal |
(6,532) |
|
(694,340) |
Payment of interest |
(3,015) |
|
(377,269) |
Monetary adjustment |
44 |
|
174,662 |
Business combination (i) |
— |
|
20,404 |
Balance as of December 31, 2024 |
24,459 |
|
6,509,753 |
|
|
|
|
Current |
9,227 |
|
1,007,533 |
Non-current |
15,232 |
|
5,502,220 |
|
24,459 |
|
6,509,753 |
(i) | Lease liabilities identified in the acquisition of Compagas, see note 9.2. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The lease agreements have different terms, with the last due date occurring in December 2058. The amounts are updated annually by inflation indexes (such as IGPM and IPCA) or may incur interest calculated based on the TJLP or CDI and some of the contracts have renewal or purchase options that were considered in determining the term and classification as finance lease.
In addition to the amortization and appropriation of interest and exchange variation highlighted in the previous tables, the following impacts on income were recorded for the other lease contracts that were not included in the measurement of lease liabilities.
|
12/31/2024 |
|
12/31/2023 |
Variable lease payments not included in the recognition of lease obligations |
71,932 |
|
43,115 |
Expenses related to short-term leases |
27,664 |
|
37,739 |
Low asset leasing costs, excluding short-term leases |
10,005 |
|
5,376 |
|
109,601 |
|
86,230 |
The Company recorded lease liabilities at the present value of future payments, including tax credits to which it will be entitled upon payment of the leases. The potential PIS and COFINS credit included in liabilities on December 31, 2024 is R$30,814 (R$32,244 on December 31, 2023).
Accounting policy: Initial recognition of derivatives at fair value occurs on the date a derivative contract is entered into, and derivatives are subsequently remeasured at fair value at the end of each reporting period. Whether subsequent changes in fair value are recorded depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Company identifies certain derivatives as:
At the inception of the hedging relationship, the Company documents the economic relationship between the hedging instruments and the hedged items, including expected changes in the cash flows of the hedging instruments. The Company documents its risk management objective and strategy for hedging transactions. Changes in the fair value of any derivative instrument that do not qualify for hedge accounting are immediately registered in the income statement and included in other financial revenue (expenses). The fair values of derivative financial instruments designated in hedging relationships are disclosed below. The total fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is greater than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. The Company evaluates, both at the beginning of the hedging relationship and on an ongoing basis, whether the hedging instruments are anticipated to be highly effective in offsetting changes in the fair value or cash flows of the respective attributable hedged items. The actual results of each hedge for the hedged risk fall between 60% and 140%. Financial assets and liabilities are offset, and the net amount is reported in the financial position, when there is a legal right to offset the recognized amounts and intent to settle them on a net basis, or when the asset is realized and the liability is settled simultaneously. The legal right must be enforceable in the ordinary course of business and in the event of default, insolvency, or bankruptcy of the Company or the counterparty. The estimated fair value of these derivatives is based in part on price quotations published in active markets, to the extent that such observable market data exists, and in part on valuation techniques that take into account: (i) prices established in recent purchase and sale transactions, (ii) margin of risk in the supply, and (iii) projected market price in the availability period. A fair value gain or loss is recognized at the end of the reporting date whenever the fair value at initial recognition for these contracts differs from the transaction price. A financial asset previously accounted for in accordance with IFRS 9/CPC 48 may become an investee accounted for by equity when: • the investor acquires an additional stake; or • There is a change in circumstances that results in obtaining significant influence or joint control. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company uses swap instruments, whose fair value is determined from discounted cash flows discounted cash flows based on market curves, to hedge the exposure to foreign exchange risk and exposure to foreign exchange risk and interest and inflation risk. The consolidated data are presented below:
|
Parent Company |
|
Consolidated |
||||||||||||
|
Notional |
|
Fair value |
|
Notional |
|
Fair value |
||||||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Exchange rate derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward agreements (i) |
942,987 |
|
— |
|
18,402 |
|
— |
|
1,042,896 |
|
6,716 |
|
28,392 |
|
(147) |
FX option agreements |
— |
|
— |
|
— |
|
— |
|
411,000 |
|
363,098 |
|
3,096 |
|
30,677 |
|
942,987 |
|
— |
|
18,402 |
|
— |
|
1,453,896 |
|
369,814 |
|
31,488 |
|
30,530 |
Commodity derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward contract - NDF |
— |
|
— |
|
— |
|
— |
|
21,174 |
|
28,494 |
|
(7,158) |
|
4,333 |
|
— |
|
— |
|
— |
|
— |
|
21,174 |
|
28,494 |
|
(7,158) |
|
4,333 |
Foreign exchange and interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements (interest rate) (ii) |
350,000 |
|
7,038,443 |
|
(4,705) |
|
(9,945) |
|
6,453,930 |
|
7,209,400 |
|
(364,783) |
|
(10,686) |
Swap agreements (interest and FX)(iii) |
13,686,022 |
|
10,434,580 |
|
1,520,581 |
|
(562,802) |
|
20,195,459 |
|
18,260,969 |
|
1,912,553 |
|
(1,546,736) |
Forward agreements (interest and FX) (iv) |
— |
|
126,472 |
|
— |
|
(3,720) |
|
— |
|
8,985,594 |
|
— |
|
(939,559) |
Swap agreements (interest and inflation)(ii) |
— |
|
— |
|
— |
|
— |
|
12,247,351 |
|
14,307,844 |
|
(246,660) |
|
853,639 |
|
14,036,022 |
|
17,599,495 |
|
1,515,876 |
|
(576,467) |
|
38,896,740 |
|
48,763,807 |
|
1,301,110 |
|
(1,643,342) |
Share price risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap agreements - (TRS) (v) |
1,817,821 |
|
1,775,341 |
|
(1,073,657) |
|
88,298 |
|
1,817,821 |
|
1,775,341 |
|
(1,073,657) |
|
88,297 |
Call Spread (iv) |
— |
|
— |
|
— |
|
— |
|
4,667,709 |
|
5,594,212 |
|
77,341 |
|
366,296 |
Collar (Vale Shares) |
— |
|
— |
|
— |
|
— |
|
— |
|
13,114,720 |
|
— |
|
285,540 |
|
1,817,821 |
|
1,775,341 |
|
(1,073,657) |
|
88,298 |
|
6,485,530 |
|
20,484,273 |
|
(996,316) |
|
740,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial instruments |
|
460,621 |
|
(488,169) |
|
|
|
|
|
329,124 |
|
(868,346) |
|||
Current assets |
|
|
|
|
18,402 |
|
54,935 |
|
|
|
|
|
905,341 |
|
202,399 |
Non-current assets |
|
|
|
|
1,547,093 |
|
102,881 |
|
|
|
|
|
2,893,987 |
|
2,344,400 |
Current liabilities |
|
|
|
|
(1,074,991) |
|
(364,747) |
|
|
|
|
|
(2,504,117) |
|
(1,250,520) |
Non-current liabilities |
|
|
|
|
(29,883) |
|
(281,238) |
|
|
|
|
|
(966,087) |
|
(2,164,625) |
Total |
|
|
|
|
460,621 |
|
(488,169) |
|
|
|
|
|
329,124 |
|
(868,346) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) | To hedge exposures and expenses in foreign currency, the Company and its subsidiaries have foreign exchange forward agreements and/or options indexed to foreign exchange. |
(ii) | The Company structured derivatives to protect against exposure to pre-fixed interest in Reais in order to convert such debt into post-fixed debt. In interest rate and inflation swap transactions, the Company positions itself as assets in the Índice Nacional de Preços ao Consumidor Amplo (“IPCA”) plus fixed interest and liabilities at a percentage of the CDI. |
(iii) | The Company and its subsidiary Rumo carry out interest rate and foreign exchange swap transactions, in which the companies position themselves as assets in US dollars plus fixed interest and liabilities at a percentage of the CDI. |
(iv) | The Company structured derivatives, to protect against price fluctuations in Vale's shares. |
(v) | The Company entered into TRS derivative contracts with commercial banks. Through the TRS, with financial settlement, Cosan will receive the return on the variation in the price of CSAN3 shares, adjusted by dividends for the period, and will pay annual interest referenced to CDI plus spread. The equivalent contracted amount of CSAN3 shares with TRS was 110,995,312 shares, and the total initial value was R$1,817,821. On December 31, 2024, the result of the mark-to-market, recorded in the Company's financial expense, was R$1,073,657 (compared to financial income of R$83,390 on December 31, 2023). |
Below, we present the breakdown of the registration value of debt and non-debt derivative financial instruments:
|
Parent company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Derivative financial instruments |
1,534,278 |
|
(576,467) |
|
1,319,512 |
|
(990,764) |
Non-derivative financial instruments |
(1,073,657) |
|
88,298 |
|
(990,388) |
|
122,418 |
|
460,621 |
|
(488,169) |
|
329,124 |
|
(868,346) |
Derivatives are only used for economic hedging purposes and not as speculative investments.
a) Fair value hedge
The Company adopts fair value hedge accounting for some of its operations, both the hedging instruments and the hedged items are measured and recognized at fair value through profit or loss.
There is an economic relationship between the hedged item and the hedging instrument because the terms of the interest and FX rate swap correspond to the terms of the fixed-rate loan, i.e., notional amount, term, and payment. Since the underlying risk of the interest and FX rate swap is identical to the hedged risk component, the Company has established a hedge ratio of 1:1 for its hedging relationships. The Company employs the discounted cash flow method and compares changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk in order to evaluate the effectiveness of the hedge. According to the Company's assessment, the sources of hedge ineffectiveness that are most likely to impact the hedge relationship during its term are: (i) a reduction or change in the hedged item; and (ii) a change in the Company's or the contracted swap counterparty's credit risk. The following amounts were associated with the items designated as hedging instruments:
|
|
|
Registered value |
|
Accumulated fair value adjustment |
||||
|
Notional |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
FX rate risk hedge |
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
PPE - (Moove) |
(536,300) |
|
(620,690) |
|
— |
|
(13,554) |
|
— |
NCE - (Moove) |
(269,870) |
|
(320,606) |
|
— |
|
(4,164) |
|
— |
Senior notes 2028 (Rumo Luxembourg) |
(2,791,600) |
|
(2,631,834) |
|
(2,178,449) |
|
(254,278) |
|
167,874 |
Senior notes 2032 (Rumo Luxembourg) |
(2,259,375) |
|
(2,418,140) |
|
(2,066,885) |
|
(213,825) |
|
126,408 |
NCE U.S.$ (Rumo Malha Norte) |
(120,850) |
|
(25,341) |
|
(487,544) |
|
(134,810) |
|
3,147 |
Total debt |
(5,977,995) |
|
(6,016,611) |
|
(4,732,878) |
|
(620,631) |
|
297,429 |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
PPE - (Moove) |
536,300 |
|
66,126 |
|
— |
|
66,126 |
|
— |
NCE - (Moove) |
269,870 |
|
28,452 |
|
— |
|
28,452 |
|
— |
Swaps Senior Notes 2028 (Rumo Luxembourg) |
2,791,600 |
|
(50,047) |
|
(460,939) |
|
(410,893) |
|
42,265 |
Swaps Senior Notes 2032 (Rumo Luxembourg) |
2,259,375 |
|
112,984 |
|
(239,630) |
|
(352,614) |
|
110,644 |
Swap exchange rate and interest (Rumo Malha Norte) |
120,850 |
|
(98,758) |
|
5,293 |
|
104,049 |
|
(5,293) |
Total derivatives |
5,977,995 |
|
58,757 |
|
(695,276) |
|
(564,880) |
|
147,616 |
Total |
— |
|
(5,957,854) |
|
(5,428,154) |
|
(1,185,511) |
|
445,045 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
|
Registered value |
|
Accumulated fair value adjustment |
||||
|
Notional |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Interest rate risk hedge |
|
|
|
|
|
|
|
|
|
Designated items |
|
|
|
|
|
|
|
|
|
BNDES Project VIII (Comgás) |
(791,665) |
|
(678,785) |
|
(803,990) |
|
100,511 |
|
54,807 |
Debenture (Rumo) |
(10,189,275) |
|
(9,719,039) |
|
(7,973,671) |
|
(1,375,324) |
|
397,073 |
ACF (Rumo) |
(312,528) |
|
(299,706) |
|
— |
|
(13,635) |
|
— |
Finem (Rumo) |
(22,516) |
|
(25,764) |
|
(36,301) |
|
(40,521) |
|
971 |
CCB (Rumo) |
(943,032) |
|
(874,513) |
|
(954,205) |
|
(49,978) |
|
(10,088) |
Total debt |
(12,259,016) |
|
(11,597,807) |
|
(9,768,167) |
|
(1,378,947) |
|
442,763 |
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps 5th issue - single series (Comgás) |
— |
|
— |
|
— |
|
— |
|
(221,000) |
BNDES Project VIII (Comgás) |
791,665 |
|
(101,565) |
|
(56,085) |
|
(45,480) |
|
34,108 |
Swaps Debenture (Rumo) |
10,189,275 |
|
(360,998) |
|
559,964 |
|
920,964 |
|
(708,626) |
ACF (Rumo) |
312,528 |
|
(13,864) |
|
— |
|
13,864 |
|
— |
Finem (Rumo) |
22,516 |
|
938 |
|
1,600 |
|
662 |
|
(2,158) |
CCB (Rumo) |
943,032 |
|
(63,659) |
|
(15,221) |
|
48,438 |
|
8,245 |
Derivative total |
12,259,016 |
|
(539,148) |
|
490,258 |
|
938,448 |
|
(889,431) |
Total |
— |
|
(12,136,955) |
|
(9,277,909) |
|
(440,499) |
|
(446,668) |
b) Fair value option
Certain derivative instruments were not designated to documented hedging structures.
The Company chose to designate the hedged liabilities (hedge objects) to be recorded at fair value through profit or loss. Considering that derivative instruments are always accounted for at fair value through profit or loss, the accounting effects are the same as those that would be obtained through hedging documentation:
|
|
|
|
|
Registered Value |
|
Accumulated fair value |
||||
|
|
|
Notional |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
Senior Notes 2027 (Cosan Luxembourg) |
U.S.$ + 7.00% |
|
(2,427,382) |
|
2,475,674 |
|
(2,016,330) |
|
3,411,031 |
|
528,855 |
Export Credit Agreement (Rumo) |
EUR + 0.58% |
|
(25,369) |
|
(38,525) |
|
(48,849) |
|
(713) |
|
(1,444) |
Scotiabank 2021 |
U.S.$ + 1.60% |
|
— |
|
— |
|
(362,774) |
|
— |
|
2,106 |
Scotiabank 2022 |
U.S.$ + 2.51% |
|
(1,097,400) |
|
(1,245,669) |
|
(943,486) |
|
3,580 |
|
33,324 |
Scotiabank 2023 |
U.S.$ + 4.76% |
|
(749,310) |
|
(926,262) |
|
(734,191) |
|
5,920 |
|
(5,468) |
BNP Paribas 2024 |
EUR + 5.74% |
|
504,226 |
|
(523,634) |
|
— |
|
(19,408) |
|
— |
Total |
|
|
(3,795,235) |
|
(258,416) |
|
(4,105,630) |
|
3,400,410 |
|
557,373 |
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
Swap Senior Notes 2027 (Cosan Luxembourg) |
BRL + 114.66% CDI |
|
2,427,382 |
|
217,523 |
|
(46,214) |
|
1,494,564 |
|
(379,397) |
FX and interest rate swaps (Rumo) |
BRL + 108.00% CDI |
|
25,369 |
|
12,253 |
|
9,316 |
|
(2,937) |
|
6,153 |
Scotiabank 2021 |
CDI + 1.25% |
|
— |
|
— |
|
(63,184) |
|
— |
|
(12,939) |
Scotiabank 2022 |
CDI + 1.20% |
|
1,097,400 |
|
95,971 |
|
(212,180) |
|
308,150 |
|
(51,811) |
BNP Paribas 2024 |
CDI + 1.35% |
|
(504,226) |
|
55,805 |
|
— |
|
347,714 |
|
— |
Scotiabank 2018 |
107.90% CDI |
|
— |
|
— |
|
— |
|
— |
|
(123,760) |
Scotiabank 2023 |
CDI + 1.30% |
|
749,310 |
|
169,185 |
|
(22,611) |
|
191,795 |
|
(22,611) |
Total derivatives |
|
|
3,795,235 |
|
550,737 |
|
(334,873) |
|
2,339,286 |
|
(584,365) |
Total |
|
|
— |
|
292,321 |
|
(4,440,503) |
|
5,739,696 |
|
(26,992) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
|
|
|
Registered Value |
|
Accumulated fair value adjustment |
||||
|
|
|
Notional |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
FX rate risk |
|
|
|
|
|
|
|
|
|
|
|
Items |
|
|
|
|
|
|
|
|
|
|
|
BNDES Projects VI and VII (Comgás) |
IPCA + 4.10% |
|
(101,543) |
|
(88,477) |
|
(112,946) |
|
3,288 |
|
(150) |
BNDES Project VIII (Comgás) |
IPCA + 3.25% |
|
(688,876) |
|
(639,325) |
|
(743,674) |
|
39,439 |
|
5,967 |
BNDES Project IX (Comgás) |
IPCA + 5.74% |
|
(565,582) |
|
(554,820) |
|
(598,752) |
|
54,110 |
|
(19,875) |
BNDES Project IX - Sub A (Comgás) |
IPCA + 5.74% |
|
(306,207) |
|
(287,962) |
|
— |
|
22,242 |
|
— |
BNDES Project IX - Sub A (Comgás) |
IPCA + 5.74% |
|
(196,598) |
|
(184,883) |
|
— |
|
10,864 |
|
— |
BNDES Project IX - Sub B (Comgás) |
IPCA + 6.01% |
|
(315,186) |
|
(295,695) |
|
— |
|
23,999 |
|
— |
Debenture 6th issue - single series (Comgás) |
IPCA + 4.33% |
|
— |
|
— |
|
(554,148) |
|
— |
|
3,509 |
Debenture 4th issue - 3rd series (Comgás) |
IPCA + 7.36% |
|
(38,273) |
|
(41,436) |
|
(80,960) |
|
718 |
|
(708) |
Debenture 9th issue - 1st series (Comgás) |
IPCA + 5.12% |
|
(500,000) |
|
(512,946) |
|
(550,342) |
|
88,728 |
|
19,868 |
Debenture 11th issue - 1st series (Comgás) |
IPCA + 6.38% |
|
(750,000) |
|
(685,420) |
|
— |
|
72,780 |
|
— |
Debenture 9th issue - 2nd series (Comgás) |
IPCA + 5.22% |
|
(500,000) |
|
(466,173) |
|
(533,854) |
|
133,379 |
|
34,919 |
Debenture 12th issue - single series (Comgás) |
IPCA + 7.17% |
|
(600,000) |
|
(588,142) |
|
— |
|
(10,096) |
|
— |
Debenture 11th issue - 2nd series (Comgás) |
IPCA + 6.45% |
|
(750,000) |
|
(662,782) |
|
— |
|
85,912 |
|
— |
Debentures (Rumo) |
IPCA + 4.68% |
|
(180,000) |
|
(248,085) |
|
(396,201) |
|
(59,916) |
|
13,474 |
Debentures (Rumo) |
IPCA + 4.50% |
|
(600,000) |
|
(755,061) |
|
(774,939) |
|
(96,457) |
|
34,721 |
Total |
|
|
(6,092,265) |
|
(6,011,207) |
|
(4,345,816) |
|
368,990 |
|
91,725 |
Derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
BNDES Projects VI and VII (Comgás) |
87.50% CDI |
|
101,543 |
|
(3,332) |
|
64 |
|
(3,396) |
|
2,110 |
BNDES Project VIII (Comgás) |
91.90% CDI |
|
688,876 |
|
(39,834) |
|
(6,578) |
|
(33,256) |
|
14,461 |
BNDES Project IX (Comgás) |
98.90% CDI |
|
565,582 |
|
1,394 |
|
46,904 |
|
(45,510) |
|
53,536 |
BNDES Project IX - Sub A (Comgás) |
98.49% CDI |
|
306,207 |
|
(14,383) |
|
— |
|
(14,383) |
|
— |
BNDES Project IX - Sub A (Comgás) |
92.35% CDI |
|
196,598 |
|
(8,929) |
|
— |
|
(8,929) |
|
— |
BNDES Project IX - Sub B (Comgás) |
95.55% CDI |
|
315,186 |
|
(15,994) |
|
— |
|
(15,994) |
|
— |
Debenture 6th issue - single series (Comgás) |
89.90% CDI |
|
— |
|
— |
|
20,116 |
|
— |
|
30,535 |
Debenture 4th issue - 3rd series (Comgás) |
112.49% CDI |
|
38,273 |
|
3,203 |
|
4,567 |
|
(1,364) |
|
5,345 |
Debenture 9th issue - 1st series (Comgás) |
109.20% CDI |
|
500,000 |
|
5,192 |
|
42,093 |
|
(36,901) |
|
59,798 |
Debenture 11th issue - 1st series (Comgás) |
100.45% CDI |
|
750,000 |
|
(71,755) |
|
— |
|
(71,755) |
|
— |
Debenture 9th issue - 2nd series (Comgás) |
110.60% CDI |
|
500,000 |
|
(39,535) |
|
26,901 |
|
(66,436) |
|
67,342 |
Debenture 12th issue - single series (Comgás) |
95.66% CDI |
|
600,000 |
|
10,424 |
|
— |
|
10,424 |
|
— |
Debenture 11th issue - 2nd series (Comgás) |
99.70% CDI |
|
750,000 |
|
(84,963) |
|
— |
|
(84,963) |
|
— |
Debentures (Rumo) |
107.00% CDI |
|
180,000 |
|
60,419 |
|
81,885 |
|
21,466 |
|
(5,691) |
Debentures (Rumo) |
103.00% CDI |
|
600,000 |
|
130,505 |
|
147,429 |
|
16,924 |
|
(73,337) |
Total derivatives |
|
|
6,092,265 |
|
(67,588) |
|
363,381 |
|
(334,073) |
|
154,099 |
Total |
|
|
— |
|
(6,078,795) |
|
(3,982,435) |
|
34,917 |
|
245,824 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
c) Cash flow hedge
The indirect subsidiary Edge Comercialização S.A. entered into a natural gas sales contract (Brent risk) with a third party and related party. In order to protect and mitigate the risks arising from fluctuations in natural gas indexes, the subsidiary designated this operation subject to hedge accounting for the respective cash flow protection.
The expected benefits of this contract are: reducing the financial risk associated with fluctuations in natural gas prices, avoiding fluctuations in the financial results of hedging instruments, protecting the subsidiary's margins, maintaining predictability in its costs or revenues and ensuring greater stability in operating results.
The indirect subsidiary TRSP has adopted a hedge accounting strategy to protect its results from exposure to variability in cash flows arising from the exchange rate effects of highly probable revenues in US dollars projected for a period of 20 years, through non-derivative hedging instruments - lease liabilities in US dollars already contracted.
On December 31, 2024 there was an ineffective portion reclassified to profit or loss, according to item (b) bellow. The impacts recognized in the subsidiary's equity and the estimated realization in equity are shown below:
i) Composition
Financial instruments |
|
Subsidiary |
|
Risk |
|
Unit |
|
Notional R$ |
|
Fair value 12/31/2024 |
|
Book value 12/31/2024 |
|
(-) Deferred taxes |
|
Effect on shareholders' equity 12/31/2024 |
Leasing |
|
Compass |
|
FX rate |
|
BRL |
|
(1,783,341) |
|
446,224 |
|
446,224 |
|
(151,716) |
|
294,508 |
Effect on finance position |
|
|
|
|
|
|
|
(1,783,341) |
|
446,224 |
|
446,224 |
|
(151,716) |
|
294,508 |
ii) Changes
Financial instruments |
|
Net operating revenue |
|
Net financial result |
|
Comprehensive income |
|
Realized gains |
Derivative futures (BRENT) |
|
(5,149) |
|
(17,880) |
|
— |
|
23,029 |
Leasing |
|
(6,937) |
|
(486) |
|
446,224 |
|
— |
December 31, 2024 |
|
(12,086) |
|
(18,366) |
|
446,224 |
|
23,029 |
Accounting policy: Trade receivables are initially recognized at the unconditional consideration amount unless they contain significant financing components, in which case they are recognized at fair value. The Company holds trade receivables with the intention of collecting the contractual cash flows, and subsequently measuring them at amortized cost using the effective interest rate method. For the purpose of estimating credit losses, trade receivables have been categorized according to their credit risk characteristics and days overdue. A loss allowance for anticipated credit losses is recognized as a component of selling expenses. The expected loss rates are derived from historical credit losses incurred during the period. Historical loss rates may be modified to reflect current and forecasted information regarding macroeconomic factors that influence the ability of customers to settle receivables. The Company has determined that the implied interest rate in the agreement is the most significant factor, and as a result, it adjusts historical loss rates based on the anticipated changes to this factor. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Consolidated |
||
|
12/31/2024 |
|
12/31/2023 |
Domestic market |
3,220,315 |
|
2,790,623 |
Unbilled receivables (i) |
853,993 |
|
782,813 |
Foreign market - foreign currency |
134,127 |
|
32,308 |
|
4,208,435 |
|
3,605,744 |
Expected credit losses |
(212,701) |
|
(161,108) |
|
3,995,734 |
|
3,444,636 |
Current |
3,730,364 |
|
3,330,488 |
Non-current |
265,370 |
|
114,148 |
Total |
3,995,734 |
|
3,444,636 |
(i)Unbilled revenue refers to the portion of the monthly gas supply for which measurement and billing have not been completed, however already recorded in the balance sheet in accordance with the Company's accounting policy.
The aging of accounts receivable is as follows:
|
Consolidated |
||
|
12/31/2024 |
|
12/31/2023 |
Not overdue |
3,615,094 |
|
3,181,795 |
Overdue |
|
|
|
Up to 30 days |
280,392 |
|
203,143 |
From 31 to 60 days |
74,817 |
|
48,968 |
From 61 to 90 days |
27,198 |
|
18,146 |
More than 90 days |
210,934 |
|
153,692 |
Expected credit losses |
(212,701) |
|
(161,108) |
|
3,995,734 |
|
3,444,636 |
Changes in the expected credit losses are as follows:
|
Consolidated |
Balance as of January 1, 2023 |
(154,618) |
Provision / reversal |
(31,053) |
Foreign exchange |
1,353 |
Write-offs |
23,210 |
Balance as of December 31, 2023 |
(161,108) |
Corporate reorganization (Note 9.2) |
(17,606) |
Provision / reversal |
(54,882) |
Write-offs |
20,895 |
Balance as of December 31, 2024 |
(212,701) |
Accounting policy Commercial operations, involving related parties, are carried out at normal market prices. Financial and corporate transactions are carried out in accordance with the contracts established between the parties. Outstanding balances at year end are not guaranteed, are not subject to interest and are settled in cash. There were no guarantees given or received on any accounts receivable or payable involving related parties. At the end of each period, an analysis of the recovery of amounts and receivables is carried out and for the years ended December 31, 2024 and 2023 no provision was recognized. The Company has a Cost Sharing Agreement that outlines the sharing of activities and expenses, along with reimbursement guidelines and other commercial terms for the allocation of group expenses. These expenses are classified as intercompany transactions. Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Accounts receivable and payable with related parties:
|
|
Parent Company |
|
Consolidated |
||||
|
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. (i) |
|
5,241 |
|
7,798 |
|
72,518 |
|
63,004 |
Rumo S.A. |
|
25,706 |
|
6,214 |
|
— |
|
— |
CLI Sul S.A. |
|
10 |
|
10 |
|
19,458 |
|
21,633 |
Cosan Lubrificantes e Especialidades S.A. (ii) |
|
14,164 |
|
5,722 |
|
— |
|
— |
Aguassanta Participações S.A. |
|
— |
|
88 |
|
— |
|
88 |
Compass Gás e Energia S.A. |
|
18,561 |
|
4,253 |
|
— |
|
— |
Termag - Terminal Marítimo de Guarujá S.A. |
|
— |
|
— |
|
14,286 |
|
9,286 |
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
|
— |
|
— |
|
36,985 |
|
— |
Vale S.A. |
|
|
|
|
|
3,321 |
|
5,000 |
Radar Gestão de Investimentos S.A. |
|
564 |
|
— |
|
565 |
|
— |
Radar Propriedades Agrícolas S.A. |
|
1,885 |
|
— |
|
— |
|
— |
Norgás S.A. |
|
— |
|
— |
|
— |
|
8,976 |
Other |
|
239 |
|
121 |
|
3,052 |
|
452 |
|
|
66,370 |
|
24,206 |
|
150,185 |
|
108,439 |
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. (i) |
|
45,173 |
|
36,020 |
|
45,173 |
|
36,032 |
Cosan Dez Participações S.A. (iii) |
|
— |
|
111,659 |
|
— |
|
— |
Ligga S.A. (iv) |
|
— |
|
— |
|
— |
|
107,000 |
Cosan Luxembourg S.A |
|
2,556 |
|
1,466 |
|
— |
|
— |
Other |
|
— |
|
— |
|
1,705 |
|
— |
|
|
47,729 |
|
149,145 |
|
46,878 |
|
143,032 |
Total current assets |
|
114,099 |
|
173,351 |
|
197,063 |
|
251,471 |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Termag - Terminal Marítimo de Guarujá S.A. |
|
— |
|
— |
|
21,438 |
|
36,952 |
|
|
— |
|
— |
|
21,438 |
|
36,952 |
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. (i) |
|
28,864 |
|
46,911 |
|
26,920 |
|
46,935 |
Cosan Lubrificantes e Especialidades S.A. (ii) |
|
109,550 |
|
127,834 |
|
— |
|
— |
Ligga S.A. (iv) |
|
154,468 |
|
— |
|
154,468 |
|
— |
Other |
|
— |
|
— |
|
— |
|
4,733 |
|
|
292,882 |
|
174,745 |
|
181,388 |
|
51,668 |
Total non-current assets |
|
292,882 |
|
174,745 |
|
202,826 |
|
88,620 |
Related parties receivables |
|
406,981 |
|
348,096 |
|
399,889 |
|
340,091 |
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
Parent Company |
|
Consolidated |
||||
|
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Current liabilities |
|
|
|
|
|
|
|
|
Commercial operations |
|
|
|
|
|
|
|
|
Raízen S.A. (i) |
|
8,176 |
|
4,099 |
|
303,656 |
|
232,713 |
Termag - Terminal Marítimo de Guarujá S.A. |
|
— |
|
— |
|
8,149 |
|
10,500 |
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) |
|
— |
|
— |
|
45,119 |
|
— |
Aguassanta Participações S.A. |
|
— |
|
— |
|
— |
|
984 |
Cosan Lubrificantes e Especialidades S.A. (ii) |
|
6 |
|
1,065 |
|
— |
|
— |
Vale S.A. |
|
|
|
|
|
— |
|
4,000 |
Other |
|
58 |
|
6,065 |
|
1,932 |
|
39,542 |
|
|
8,240 |
|
11,229 |
|
358,856 |
|
287,739 |
Financial and corporate operations |
|
|
|
|
|
|
|
|
Raízen S.A. (i) |
|
56,478 |
|
32,405 |
|
57,554 |
|
34,421 |
Cosan Overseas Limited (v) |
|
40,012 |
|
31,282 |
|
— |
|
— |
Cosan Luxembourg S.A. (v) |
|
105,890 |
|
123,983 |
|
— |
|
— |
|
|
202,380 |
|
187,670 |
|
57,554 |
|
34,421 |
Total current liabilities |
|
210,620 |
|
198,899 |
|
416,410 |
|
322,160 |
Non-current liabilities |
|
|
|
|
|
|
|
|
Financial and corporate operations |
|
|
|
|
|
|
|
|
Cosan Lubrificantes e Especialidades S.A. (ii) |
|
591,491 |
|
655,683 |
|
— |
|
— |
Cosan Luxembourg S.A. (v) |
|
3,342,012 |
|
3,355,612 |
|
— |
|
— |
Cosan Overseas Limited (v) |
|
3,117,823 |
|
2,437,595 |
|
— |
|
— |
Raízen S.A. (i) |
|
1,078 |
|
1,078 |
|
1,078 |
|
1,078 |
Total non-current liabilities |
|
7,052,404 |
|
6,449,968 |
|
1,078 |
|
1,078 |
Payables to related parties |
|
7,263,024 |
|
6,648,867 |
|
417,488 |
|
323,238 |
(i) |
Current and non-current assets receivable from Raízen S.A. and its subsidiaries are, substantially, tax credits that will be reimbursed to the Company when realized. The preferred shares are used by Raízen to reimburse Cosan, with preferred dividends, when the net operating loss is consumed in Raízen. Current liabilities represent Cosan S.A.'s obligation to reimburse Raízen S.A. and its subsidiaries for expenses related to settled legal disputes and other liabilities incurred prior to the formation of the joint venture. |
(ii) | On December 31, 2018, an agreement for the assumption of rights and obligations was entered into, and assets and liabilities related to the fuel business were transferred, arising from the acquisition of Esso Brasileira de Petróleo Ltda. (“Esso”) in 2008, which were not contributed to the formation of Raízen. |
(iii) | The highlighted amounts refer to expenses incurred by Cosan S.A. in the process of issuing preferred shares of Cosan Dez while they were in the process of incorporation, and which will be reimbursed by these entities. |
(iv) | Balance of financial operation between the Company and Ligga S.A. calculated at 120% of the CDI rate. |
(v) |
These operations serve as a vehicle for transferring funds from the Company to the subsidiaries, which are the holders of Senior Notes and are responsible for honoring their obligations. The increases observed in these liability balances refer to the creation of a loan arising from the transfer of the Senior Notes due 2029 debt and foreign exchange rate variation, which was levied on the Export Prepayment (“PPE”) operations that we have today between the Companies and the subsidiaries Cosan Luxemburgo and Cosan Overseas Limited (“Cosan Overseas”). |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
b) Transactions with related parties:
|
Parent Company |
Consolidated |
|||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Operating income |
|
|
|
|
|
|
|
Raízen S.A. (i) |
— |
|
— |
|
1,294,971 |
|
974,612 |
Elevações Portuárias S.A. |
— |
|
— |
|
12,375 |
|
15,434 |
Vale S.A. |
— |
|
— |
|
46,350 |
|
56,000 |
|
— |
|
— |
|
1,353,696 |
|
1,046,046 |
|
|
|
|
|
|
|
|
Purchase of goods / inputs / services |
|
|
|
|
|
|
|
Raízen S.A. (i) |
(45) |
|
— |
|
(3,129,874) |
|
(2,251,896) |
Vale S.A. |
— |
|
— |
|
(4,544) |
|
(52,000) |
Elevações Portuárias S.A. |
— |
|
— |
|
— |
|
(16,536) |
Other |
— |
|
— |
|
— |
|
(74,785) |
|
(45) |
|
— |
|
(3,134,418) |
|
(2,395,217) |
|
|
|
|
|
|
|
|
Shared income (expenses) |
|
|
|
|
|
|
|
Compass Gás e Energia S.A. |
102,044 |
|
10,908 |
|
— |
|
— |
Companhia de Gás de São Paulo - COMGÁS |
(12) |
|
(176) |
|
— |
|
— |
Radar Propriedades Agrícolas S.A. |
1,881 |
|
— |
|
— |
|
— |
Cosan Lubrificantes e Especialidades S.A. |
6,576 |
|
5,275 |
|
— |
|
— |
Elevações Portuárias S.A. |
— |
|
— |
|
— |
|
(753) |
Raízen S.A. |
(5,352) |
|
(4,887) |
|
(30,156) |
|
(83,054) |
Rumo S.A. |
26,497 |
|
6,195 |
|
— |
|
— |
Trizy - Sinlog Tec. Em Logistica S.A. |
— |
|
129 |
|
— |
|
— |
Other |
(8) |
|
56 |
|
(22) |
|
(2) |
|
131,626 |
|
17,500 |
|
(30,178) |
|
(83,809) |
|
|
|
|
|
|
|
|
Finance result |
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
(1,139,998) |
|
(269,661) |
|
— |
|
— |
Cosan Overseas Limited |
(912,722) |
|
(14,199) |
|
— |
|
— |
Aldwych Temple Venture Capital Limited |
— |
|
46,191 |
|
— |
|
— |
Other |
4,818 |
|
— |
|
4,808 |
|
— |
|
(2,047,902) |
|
(237,669) |
|
4,808 |
|
— |
Total |
(1,916,321) |
|
(220,169) |
|
(1,806,092) |
|
(1,432,980) |
(i) The amount is related to the purchase of fuels and provision of logistics transport by the subsidiary Rumo.
c) Remuneration of administrators and directors:
The Company has a compensation policy approved by the Board of Directors. Compensation of the Company's key management personnel includes salaries, contributions to a defined post-employment benefit plan and share-based payment. On May 29, 2024, the Annual General Meeting approved the global annual compensation of the managers and members of the Fiscal Council for the 2023 fiscal year. We present below the results of the Parent Company and Consolidated:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Short-term benefits to employees and directors |
52,437 |
|
44,465 |
|
175,487 |
|
207,026 |
Share-based compensation |
51,587 |
|
73,513 |
|
67,569 |
|
97,510 |
Post-employment benefits |
534 |
|
532 |
|
2,369 |
|
2,888 |
Employment termination benefits |
1,645 |
|
— |
|
1,645 |
|
60,781 |
Other long-term benefits |
— |
|
— |
|
5,981 |
|
— |
|
106,203 |
|
118,510 |
|
253,051 |
|
368,205 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: Due to the short-term nature of trade payables, their carrying amounts are the same as their fair values, and they are generally paid within 30 to 45 days of recognition. |
The following are the supplier balances:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Material and services suppliers |
2,744 |
|
2,431 |
|
4,205,516 |
|
3,110,114 |
Natural gas(i)/ transport and logistics suppliers |
156 |
|
— |
|
982,333 |
|
1,074,411 |
|
2,900 |
|
2,431 |
|
5,187,849 |
|
4,184,525 |
|
|
|
|
|
|
|
|
Current |
2,900 |
|
2,431 |
|
5,168,593 |
|
3,920,273 |
Non-current |
— |
|
— |
|
19,256 |
|
264,252 |
Total |
2,900 |
|
2,431 |
|
5,187,849 |
|
4,184,525 |
(i) The open balance of natural gas supply primarily refers to the natural gas supply contracts with Petróleo Brasileiro S.A. (“Petrobras”).
Accounting policy: The sectoral financial assets and liabilities are intended to neutralize the economic impacts on the distributors' results of the difference between the cost of gas and the tax rates contained in the resolutions issued by the regulatory agencies and those actually included in the tariff at each tariff adjustment/revision. The regulatory agencies of the indirect subsidiaries:
Based on the aforementioned resolutions, the subsidiary Compass concluded that there was no uncertainty as to the recognition of the sector's financial assets and liabilities as amounts effectively receivable or payable. Accordingly, subsidiaries recognize sectoral financial assets and liabilities in their financial statements, calculated as the difference between the actual cost and the cost considered in the tariff adjustments, generating a right when the realized cost is higher than that considered in the tariff, or an obligation when the costs are lower than those considered in the tariff. The differences are considered in the subsequent tariff adjustment and become part of the tariff adjustment index of the distributors. For the indirect subsidiary Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”), the recognition of sectoral financial assets and liabilities will only be recorded after the regulation of the respective regulatory agency, the Agência Estadual de Regulação dos Serviços Públicos Delegados do Rio Grande do Sul (“AGERGS”). |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The movement of net sectoral financial assets (liabilities) was as follows:
|
Sectorial assets |
Sectorial liabilities (iv) |
Total |
||
Balance as of January 1, 2023 |
342,333 |
(1,616,616) |
(1,274,283) |
||
Cost of gas (i) |
27,954 |
— |
27,954 |
||
Tax credits |
12,425 |
(47,144) |
(34,719) |
||
Monetary update (ii) |
49,098 |
(146,938) |
(97,840) |
||
Deferral of IGP-M (iii) |
116,890 |
— |
116,890 |
||
Balance as of December 31, 2023 |
548,700 |
(1,810,698) |
(1,261,998) |
||
Cost of gas (i) |
(12,437) |
(2,210) |
(14,647) |
||
Tax credits |
— |
(65,710) |
(65,710) |
||
Monetary update (ii) |
71,981 |
(161,621) |
(89,640) |
||
Deferral of IGP-M (iii) |
117,418 |
— |
117,418 |
||
Business combination |
5,980 |
— |
5,980 |
||
Balance as of December 31, 2024 |
731,642 |
(2,040,239) |
(1,308,597) |
||
|
|
|
|
||
Current |
221,947 |
(64,718) |
157,229 |
||
Non-current |
509,695 |
(1,975,521) |
(1,465,826) |
||
Total |
731,642 |
(2,040,239) |
(1,308,597) |
(i) |
Refers to the difference between the cost of gas purchased and that contained in tariffs, which is fully classified as current assets since the regulator's deliberation calls for annual tariff recovery for the residential and commercial segments and quarterly tariff recovery for the other segments. |
(ii) | Recalculation of the gas current account and extemporaneous credit using the SELIC rate. |
(iii) | Appropriation of the deferral of the IGP-M for the residential and commercial segments. |
(iv) |
The ARSESP's conclusion on the refund to consumers of PIS and COFINS credits resulting from the exclusion of ICMS from the calculation base has been extended to May 20, 2025, in accordance with Resolution No. 1573 of September 23, 2024. Until ARSESP defines the next steps and the restitution schedule, the Company is keeping the amounts accrued as non-current sector liabilities. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: Fair value is the price that would be obtained for the sale of an asset or paid for the transfer of a liability in an unforced transaction between market participants on the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability will occur:
The measurement of the fair value of an asset or liability is based on the assumptions that market participants would use to set the price, assuming that they are acting in their best economic interests. For non-financial assets, fair value measurement considers the market participant's ability to generate economic benefits by using the asset in its best possible use or by selling it to another participant who would use it for the same purpose. The best evidence of the fair value of a financial instrument on initial recognition is generally the transaction price, i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and is not evidenced by a quoted price in an active market for an identical asset or liability, nor based on a valuation technique for which any unobservable data is considered insignificant, the financial instrument is initially measured at fair value adjusted to reflect the difference between the initial fair value and the transaction price. Subsequently, this difference is recognized in profit or loss in an appropriate manner over the life of the instrument, or until the valuation is fully supported by observable market data or the transaction is closed, whichever occurs first. All assets and liabilities measured or disclosed at fair value in the financial statements are classified within the fair value hierarchy, as described below:
When measuring the fair value of an asset or liability, the Company uses observable market data as much as possible. The specific valuation techniques used to value financial instruments include:
External valuers may be involved in the valuation of significant assets and liabilities, such as investment properties, unlisted financial assets and contingent consideration. For fair value disclosure purposes, the Company defines classes of assets and liabilities based on their nature, characteristics and risks involved, as well as the level of the fair value hierarchy, as explained above. |
All resulting fair value estimates are included in level 2, except for contingent consideration payables for which fair values have been determined using present values and discount rates adjusted for counterparty or own credit risk.
The carrying amounts and fair value of consolidated assets and liabilities are as follows:
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
|
|
Carrying amount |
|
Assets and liabilities measured at fair value |
||||||||||||
|
|
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
||||||||
|
Note |
|
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment funds |
5.2 |
|
2,122,442 |
|
3,298,142 |
|
— |
|
2,122,442 |
|
— |
|
— |
|
3,298,142 |
|
— |
Marketable securities |
5.3 |
|
3,386,301 |
|
3,503,961 |
|
— |
|
3,386,301 |
|
— |
|
— |
|
3,503,961 |
|
— |
Other financial assets |
|
|
4,495 |
|
3,113 |
|
4,495 |
|
— |
|
— |
|
3,113 |
|
— |
|
— |
Investment properties (i) |
11.5 |
|
16,818,919 |
|
15,976,126 |
|
— |
|
— |
|
16,818,919 |
|
— |
|
— |
|
15,976,126 |
Derivate financial instruments |
5.6 |
|
3,799,328 |
|
2,546,799 |
|
— |
|
3,799,328 |
|
— |
|
— |
|
2,546,799 |
|
— |
Total |
|
|
26,131,485 |
|
25,328,141 |
|
4,495 |
|
9,308,071 |
|
16,818,919 |
|
3,113 |
|
9,348,902 |
|
15,976,126 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, financing and debentures(ii) |
5.4 |
|
(66,455,426) |
|
(56,904,654) |
|
— |
|
(28,294,034) |
|
— |
|
— |
|
(22,952,492) |
|
— |
Derivative financial instruments |
5.6 |
|
(3,470,204) |
|
(3,415,145) |
|
— |
|
(3,470,204) |
|
— |
|
— |
|
(3,415,145) |
|
— |
Total |
|
|
(69,925,630) |
|
(60,319,799) |
|
— |
|
(31,764,238) |
|
— |
|
— |
|
(26,367,637) |
|
— |
(i) | The fair value of investment properties was determined using the direct comparative method of market data applied to transactions involving similar properties (type, location, and quality of property) and, to a lesser extent, sales quotes for potential transactions involving comparable assets (level 3). The methodology used to determine fair value incorporates direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (crop type), and rainfall, among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas ("ABNT"). The discount rates used varies between 6.06% p.a. and 10.40% p.a. on December 31, 2024 (11.12% to 11.20% p.a. on December 31, 2023). |
(ii) | The fair value of the Company’s loans does not differ significantly from their carrying value except for the debts that are designated at fair value through the result. |
For debts having a market value quoted on the Luxembourg Stock Exchange the measurement of fair value for disclosure purposes is based on the quoted market price as follows:
Debt |
|
Company |
|
12/31/2024 |
|
12/31/2023 |
Senior Notes 2028 |
|
Rumo Luxembourg S.à r.l. |
|
97.32% |
|
96.41% |
Senior Notes 2032 |
|
Rumo Luxembourg S.à r.l. |
|
84.30% |
|
85.65% |
Senior Notes 2027 |
|
Cosan Luxembourg S.A. |
|
99.63% |
|
100.92% |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
This note describes the group's exposure to financial risks and how these risks may affect future financial performance. To provide more context, current year profit or loss information has been included where applicable:
Risk |
Exposure arising from |
Measurement |
Management |
Market risk - foreign exchange |
|
|
Foreign currency |
Market risk - interest |
Cash and cash equivalents, securities, loans, borrowings and debentures, leases and derivative financial instruments. |
Sensitivity analysis |
Interest rate swap |
Market risk – price |
|
|
|
Credit risk |
Cash and cash equivalents, marketable securities, trade receivables, derivatives, receivables from related parties, dividends and investment property |
|
Availability and lines of credit |
Liquidity risk |
Loans, borrowings and debentures, accounts payable to suppliers, other financial liabilities, REFIS, leases, derivatives, payables to related parties and dividends. |
Cash flow forecasting |
Availability and lines of credit |
The Company's Management identifies, evaluates, and hedges financial risks in close collaboration with operating units. The Board of Directors provides written principles for managing global risk in addition to policies covering specific areas such as currency risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and excess investment of liquidity.
When all applicable criteria are satisfied, hedge accounting is used to eliminate the accounting mismatch between the hedging instrument and the hedged item. This will result in the effective recognition of interest expense at a fixed interest rate for hedged floating rate loans and inventory at the fixed foreign exchange rate for purchases hedged against foreign exchange risk.
The Company may opt for formal designation of new debt transactions for which it has swap-type derivative hedging instruments for foreign exchange rate variation and interest, as measured at fair value. The Fair Value Option is intended to eliminate inconsistencies caused by disparities between the measurement credits of certain liabilities and their hedging instruments. Consequently, both swaps and respective debts are now valued at fair value. This option is irrevocable and must be exercised upon the operation's initial accounting entry.
The policy of the Company is to maintain a sufficient capital base to foster the confidence of investors, creditors, and the market, and to ensure the business's future growth. Each of its businesses' rate of return on capital is monitored by Management. An analysis of the risk exposure that Management intends to cover determines the use of financial instruments to protect against these areas of volatility.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Market risk
The objective of market risk management is to manage and control exposures to market risk within acceptable parameters, optimizing returns.
The Company uses derivatives to manage market risks. All these transactions are carried out within the guidelines defined by the Risk Management Committee.
The Company had the following net exposure to foreign exchange variation on assets and liabilities denominated in US Dollars, Euros, Yen and Pound Sterling:
|
12/31/2024 |
|
12/31/2023 |
Cash and cash equivalents |
1,861,070 |
|
284,956 |
Trade and Other receivables |
35,807 |
|
7,678 |
Trade payables |
(691,312) |
|
(441,768) |
Loans, borrowings and debentures |
(24,263,167) |
|
(24,861,084) |
Leases |
(2,121,304) |
|
(1,627,104) |
Consideration payable |
(246,256) |
|
(203,094) |
Derivative financial instruments (notional) |
22,576,441 |
|
14,182,102 |
Foreign exchange exposure, net |
(2,848,721) |
|
(12,658,314) |
The probable scenario considers the estimated foreign exchange rates, carried out by a specialized third party, at the maturity of transactions for companies with real functional currency (positive and negative, before tax effects), as follows:
|
|
|
|
|
|
Scenarios |
||||||
Instrument |
|
Risk factor |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
Cash and cash equivalents |
|
Low FX rate |
|
698,880 |
|
1,177,371 |
|
1,651,797 |
|
228,521 |
|
(245,903) |
Trade payables |
|
High FX rate |
|
1,467 |
|
(16,731) |
|
(34,929) |
|
19,664 |
|
37,862 |
Derivative financial instruments |
|
Low FX rate |
|
4,243,995 |
|
5,859,780 |
|
9,412,121 |
|
(1,244,902) |
|
(4,797,244) |
Loans, borrowings and debentures |
|
High FX rate |
|
(2,397,999) |
|
(6,074,195) |
|
(9,522,767) |
|
827,081 |
|
4,277,031 |
Leases |
|
High FX rate |
|
(1,977,043) |
|
(2,496,896) |
|
(3,016,748) |
|
(1,457,192) |
|
(937,340) |
Consideration payable |
|
High FX rate |
|
4,864 |
|
12,244 |
|
19,625 |
|
(2,517) |
|
(9,898) |
Impacts on profit or loss before tax |
|
|
|
574,164 |
|
(1,538,427) |
|
(1,490,901) |
|
(1,629,345) |
|
(1,675,492) |
|
|
Exchange rate sensitivity analysis |
||||||||||
|
|
12/31/2024 |
|
Scenarios |
||||||||
|
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
U.S.$ |
|
6.1923 |
|
6.0700 |
|
7.5875 |
|
9.1050 |
|
4.5525 |
|
3.0350 |
Euro |
|
6.4363 |
|
6.2521 |
|
7.8151 |
|
9.3782 |
|
4.6891 |
|
3.1261 |
GBP |
|
7.5268 |
|
7.7620 |
|
9.7025 |
|
11.6430 |
|
5.8215 |
|
3.8810 |
As of December 31, 2024, the Company had no net exposure to exchange rate variation on liabilities denominated in yen.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company and its subsidiaries monitor fluctuations in variable interest rates associated with its loans and use derivative instruments to mitigate the risk associated with such fluctuations.
Below is a sensitivity analysis of interest rates on loans and financing and financial assets linked to the CDI rate with 25% and 50% pre-tax increases and decreases:
|
|
|
|
Scenarios |
||||||
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
Cash and cash equivalents |
|
6,883,120 |
|
7,428,009 |
|
7,972,899 |
|
6,338,230 |
|
5,793,340 |
Marketable securities |
|
1,505,149 |
|
1,612,733 |
|
1,720,320 |
|
1,397,562 |
|
1,289,977 |
Restricted cash |
|
70,762 |
|
76,708 |
|
82,653 |
|
64,816 |
|
58,870 |
Lease and concession in installments |
|
(173,652) |
|
(214,221) |
|
(254,790) |
|
(133,084) |
|
(92,515) |
Leases liabilities |
|
(1,030,002) |
|
(1,183,797) |
|
(1,335,820) |
|
(877,983) |
|
(724,191) |
Derivative financial instruments |
|
(1,211,573) |
|
(2,519,072) |
|
(3,238,465) |
|
(742,121) |
|
350,501 |
Loans, borrowings and debentures |
|
(19,620,497) |
|
(21,374,512) |
|
(22,586,330) |
|
(18,950,875) |
|
(17,739,057) |
Other financial liabilities |
|
(736,049) |
|
(769,441) |
|
(802,834) |
|
(702,657) |
|
(669,264) |
Impacts on the income (loss) before taxes |
|
(14,312,742) |
|
(16,943,593) |
|
(18,442,367) |
|
(13,606,112) |
|
(11,732,339) |
Part of the amount shown under derivative financial instruments corresponds to the TRS:
|
|
|
|
Scenarios |
||||||
Interest rate exposure |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
Derivative financial instruments |
|
(153) |
|
(192) |
|
(230) |
|
(115) |
|
(77) |
The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil (Banco Central do Brasil or “BACEN”) as follows:
|
|
|
|
Scenarios |
||||||
|
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
SELIC |
|
14.40% |
|
17.99% |
|
21.59% |
|
10.80% |
|
7.20% |
CDI |
|
14.30% |
|
17.87% |
|
21.44% |
|
10.72% |
|
7.15% |
TJLP462 (TJLP + 1% p.a.) |
|
9.20% |
|
11.25% |
|
13.30% |
|
7.15% |
|
5.10% |
TJLP |
|
8.20% |
|
10.25% |
|
12.30% |
|
6.15% |
|
4.10% |
IPCA |
|
4.74% |
|
5.93% |
|
7.11% |
|
3.56% |
|
2.37% |
IGPM |
|
4.11% |
|
5.14% |
|
6.16% |
|
3.08% |
|
2.05% |
Fed Funds |
|
4.00% |
|
5.00% |
|
6.00% |
|
3.00% |
|
2.00% |
SOFR |
|
3.94% |
|
4.92% |
|
5.91% |
|
2.95% |
|
1.97% |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
We use derivative financial instruments called options to limit our exposure to changes in the value of Vale shares. The widely accepted methodology used to calculate the fair value of options is based on the Black & Scholes pricing model. The values calculated in the sensitivity analysis of the framework mentioned reflect the impacts of the intrinsic values of the options as the shares appreciate or depreciate.
|
|
|
|
Scenarios |
||||||||
Instrument |
|
Interest |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
VALE3 (Call Spread) |
|
1.34% |
|
77,341 |
|
260,420 |
|
470,001 |
|
27,308 |
|
811 |
The Company has a call option which gives it the right to repurchase all the preferred shares of Cosan Nove and Cosan Dez, which may be exercised as of the third year after the execution of the respective agreements in December 2022.
As of December 31, 2024, the Company measured the fair value of the call option and concluded that it is out of price.
In the shareholders' agreements entered into between the Company and the banks Itaú and Bradesco regarding the issuance of preferred shares, it was defined that both financial institutions have a contingent put option only when the specific adverse material effects provided for in the contract occur, which are under the Company's control and, therefore, do not constitute a financial obligation.
The prices for the exercise of the options are calculated based on the initial amounts of R$4,115,000 and R$4,000,000 adjusted by a weighted average rate of CDI + 1.25% minus the dividends received by non-controlling shareholders in this period, which, on December 31, 2024, is represented by the amounts of R$4,596,631 and R$3,943,883, respectively.
We are exposed to risks linked to CSAN3 share prices. To mitigate such exposures, total return swap derivatives of 110,995,312 shares of CSAN3 were contracted in which the Company receives the variation of the share price and proceeds on the active side and pays CDI + 1.31% on the passive side.
The sensitivity analysis considers the closing share price as shown below:
|
|
|
|
Scenarios |
|
||||||
Instrument |
|
Probable |
|
25% |
|
50% |
|
(25%) |
|
(50%) |
|
Net exposure options |
|
(1,166) |
|
226 |
|
453 |
|
(226) |
|
(453) |
|
Value of the share (CSAN3) |
|
8.16 |
|
10.20 |
|
12.24 |
|
6.12 |
|
4.08 |
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
b) Credit risk
The Company's regular operations expose it to the risk of default when customers, suppliers, and counterparties are unable to fulfill their financial commitments or other obligations. The Company seeks to mitigate this risk by conducting transactions with a diverse group of counterparties. However, the Company's operations remain susceptible to the unanticipated financial failures of third parties. The credit risk exposure was as follows:
|
12/31/2024 |
|
12/31/2023 |
Cash and cash equivalents |
16,903,542 |
|
14,658,481 |
Trade receivables |
3,995,734 |
|
3,444,636 |
Marketable securities |
3,386,301 |
|
3,503,961 |
Restricted cash |
174,303 |
|
203,252 |
Derivative financial instruments |
3,799,328 |
|
2,546,799 |
Receivables from related parties |
399,889 |
|
340,091 |
Receivable dividends and interest on equity |
153,548 |
|
255,777 |
Other financial assets |
4,495 |
|
3,113 |
|
28,817,140 |
|
24,956,110 |
The Company is exposed to risks related to its cash management activities and temporary investments.
The majority of liquid assets are invested in government bonds and other bank investments. The treasury department manages the credit risk of bank and financial institution balances in accordance with the Company's policy.
The credit risk associated with lease receivables is divided into two customer categories: (i) Level 1 and (ii) Level 2. The majority of subsidiary investment properties are leased to customers classified as Level 1, with no history of late payments or default and a solid financial standing. To mitigate the credit risk associated with lease receivables, the Company's policy restricts its exposure to Level 2 customers.
The risk associated with accounts receivable related to the sale of investment properties is mitigated by granting land ownership to the customer only after receiving a down payment for the transaction. In addition, the transfer of ownership is contingent upon receipt of all outstanding payments.
Only approved counterparties and within the credit limits assigned to each counterparty may invest surplus funds. Credit limits for counterparties are reviewed annually and may be modified throughout the period. The limits are established to minimize the concentration of risks and, consequently, to mitigate financial loss caused by potential counterparty default. The credit risk of cash and cash equivalents, marketable securities, restricted cash, and derivative financial instruments is determined by widely accepted market rating instruments and is structured as follows:
|
12/31/2024 |
|
12/31/2023 |
AAA |
22,706,407 |
|
20,475,536 |
AA |
803,935 |
|
172,871 |
A |
571,942 |
|
124,932 |
Not rated |
181,190 |
|
139,154 |
|
24,263,474 |
|
20,912,493 |
78 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
c) Liquidity risk
The Company's strategy for managing liquidity is to ensure, whenever possible, that it has sufficient liquidity to meet its liabilities when they are due, under normal and stressed conditions, without incurring unacceptable losses or risking reputational harm.
The Company's financial liabilities (based on contracted undiscounted cash flows) are categorized by maturity dates as follows:
|
12/31/2024 |
|
12/31/2023 |
||||||||
|
Up to 1 year |
|
From 1 to 2 years |
|
From 3 to 5 years |
|
Over 5 years |
|
Total |
|
Total |
Loans, borrowings and debentures |
(2,040,150) |
|
(2,788,533) |
|
(23,755,704) |
|
(35,985,958) |
|
(64,570,345) |
|
(67,935,471) |
Trade payables |
(5,168,593) |
|
(5,502,220) |
|
— |
|
— |
|
(10,670,813) |
|
(4,184,525) |
Other financial liabilities |
(770,103) |
|
— |
|
— |
|
— |
|
(770,103) |
|
(476,895) |
Installment of tax debts |
(238,151) |
|
(531) |
|
— |
|
(216,203) |
|
(454,885) |
|
(217,267) |
Leases |
(774,671) |
|
(861,654) |
|
(1,391,789) |
|
(17,920,222) |
|
(20,948,336) |
|
(20,874,841) |
Lease and concession in installments |
(274,703) |
|
(271,839) |
|
(533,640) |
|
(200,926) |
|
(1,281,108) |
|
(1,137,295) |
Payables to related parties |
(416,410) |
|
— |
|
— |
|
— |
|
(416,410) |
|
(322,160) |
Dividends payable |
(96,722) |
|
— |
|
— |
|
— |
|
(96,722) |
|
(549,054) |
Consideration payable |
(10,837) |
|
(10,837) |
|
(21,673) |
|
(142,275) |
|
(185,622) |
|
(153,595) |
Derivative financial instruments |
(2,548,753) |
|
(2,377,825) |
|
3,533,512 |
|
7,921,505 |
|
6,528,439 |
|
(4,917,895) |
|
(12,339,093) |
|
(11,813,439) |
|
(22,169,294) |
|
(46,544,079) |
|
(92,865,905) |
|
(100,768,998) |
d) Capital management risk
The group manages the capital structure and adjusts it considering changes in economic conditions and requirements of financial covenants. To maintain or adjust the capital structure, the Group may adjust the payment of dividends to shareholders, return capital to them or issue new shares. The Company monitors capital mainly through the leverage index, calculated as net debt on EBITDA.
The Company's policy is to maintain a solid capital base to foster the confidence of its parent companies, creditors, and the market, and to ensure the business's future growth.
To achieve this general objective, the Group’s capital management, among other things, aims to ensure compliance with the financial commitments associated with loans and financing that define capital structure requirements.
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Accounting Policy: Tax assets are measured at cost and primarily consist of (i) tax effects that are recognized when the asset is sold to a third party or recovered through amortization over the remaining economic life of the asset; and (ii) tax receivables that are expected to be recovered as refunds from tax authorities or as a reduction for future tax liabilities. |
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
COFINS |
3,699 |
|
3,699 |
|
551,156 |
|
487,160 |
PIS |
1 |
|
— |
|
114,956 |
|
110,904 |
Tax credits |
35,177 |
|
33,639 |
|
35,177 |
|
33,639 |
ICMS |
— |
|
— |
|
1,105,839 |
|
924,180 |
ICMS CIAP |
— |
|
— |
|
289,615 |
|
189,813 |
Other |
1,664 |
|
4,647 |
|
123,946 |
|
132,863 |
|
40,541 |
|
41,985 |
|
2,220,689 |
|
1,878,559 |
|
|
|
|
|
|
|
|
Current |
5,364 |
|
8,346 |
|
886,136 |
|
745,856 |
Non-current |
35,177 |
|
33,639 |
|
1,334,553 |
|
1,132,703 |
Total |
40,541 |
|
41,985 |
|
2,220,689 |
|
1,878,559 |
Accounting policy: Inventories are stated at the lower of cost and net realizable value (it is the estimated selling price in the normal course of business, minus the estimated completion costs and estimated costs necessary to make the sale). The cost of finished and work-in-progress goods comprises direct materials, direct labor and an appropriate proportion of variable and fixed overheads, the latter of which are allocated based on normal operating capacity. Costs are assigned to individual inventory items based on weighted average costs. The provision for obsolete inventories is made for risks associated with the realization and sale of obsolete inventories, and is measured at net realizable value or cost, whichever is lower. |
|
|
Consolidated |
||
|
|
12/31/2024 |
|
12/31/2023 |
Finished products |
|
1,664,235 |
|
1,254,818 |
Parts and accessories |
|
207,794 |
|
178,260 |
Construction Materials |
|
193,450 |
|
316,370 |
Warehouse and other |
|
7,426 |
|
43,266 |
|
|
2,072,905 |
|
1,792,714 |
The balances are presented net of a provision of R$38,449 for obsolete inventories on December 31, 2024 (R$78,709 on December 31, 2023).
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: The Company classifies non-current assets (mainly agricultural investment properties, from the Cosan Investimentos segment) and disposal groups as held for sale if their carrying values are recovered mainly through a sale transaction and not through continuous use. Non-current assets and disposal groups classified as held for sale (except investment properties measured at fair value) are measured at the lower of carrying value and fair value less costs to sell. Selling costs are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance expenses and income tax expenses. The criteria for classifying held for sale are considered met only when the sale is highly probable and the asset or group for disposal is available for immediate sale in its current condition. The actions required to complete the sale must indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the asset sale plan and the sale is expected to be completed within one year of the classification date. Assets and liabilities classified as held for sale are presented separately in the financial position. |
a) Breakdown and Changes of assets held for sale:
|
Parent Company |
||||
|
Receivables from related parties |
|
Investments in subsidiaries and associates |
|
Total |
Balance as of January 1, 2023 |
— |
|
— |
|
— |
Additions |
2,998 |
|
— |
|
2,998 |
Balance as of December 31, 2023 |
2,998 |
|
— |
|
2,998 |
Additions |
3,138 |
|
— |
|
3,138 |
Write-offs |
(5,172) |
|
— |
|
(5,172) |
Transfers (i) |
— |
|
795,247 |
|
795,247 |
Balance as of December 31, 2024 |
964 |
|
795,247 |
|
796,211 |
|
Consolidated |
||||
|
Properties held for sale |
|
Other assets held for sale |
|
Total |
Balance as of January 1, 2023 |
40,383 |
|
— |
|
40,383 |
Additions |
— |
|
1,795,773 |
|
1,795,773 |
Transfers |
444,782 |
|
— |
|
444,782 |
Sale of agricultural properties held for sale |
(142,773) |
|
— |
|
(142,773) |
Balance as of December 31, 2023 |
342,392 |
|
1,795,773 |
|
2,138,165 |
Additions (ii) |
280 |
|
60,792 |
|
61,072 |
Transfers (iii) |
437,080 |
|
745 |
|
437,825 |
Sale of agricultural properties held for sale |
(746,774) |
|
— |
|
(746,774) |
Sale of investment (iv) |
— |
|
(911,500) |
|
(911,500) |
Balance as of December 31, 2024 |
32,978 |
|
945,810 |
|
978,788 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) | On September 26, 2024, the Company approved and concluded the dissolution of the subsidiary Atlântico Participações. All the assets, rights and obligations of this subsidiary were succeeded by the Company, as per note 9.1. |
(ii) | As mentioned in note 2.1, the balance of R$60,792 corresponding to the investment in the associate Terminal XXXIX de Santos S.A. was added to the group of assets held for sale. |
(iii) |
Transfers in the amount of R$437,080 from the investment properties group, as per note 11.5. |
(iv) | Full sale of the 51% stake in Norgás S.A., in the subsidiary Compass, as per note 2.1. |
|
Consolidated |
||||||
|
TUP Porto São Luis S.A |
|
Radar |
|
Rumo |
|
Total |
Cash and cash equivalents |
48,231 |
|
— |
|
— |
|
48,231 |
Other current tax receivable |
3,030 |
|
— |
|
— |
|
3,030 |
Investments in associates |
— |
|
— |
|
60,792 |
|
60,792 |
Property, plant and equipment |
395,757 |
|
— |
|
— |
|
395,757 |
Intangible assets and goodwill |
437,965 |
|
— |
|
— |
|
437,965 |
Other assets |
35 |
|
— |
|
— |
|
35 |
Properties held for sale |
— |
|
32,978 |
|
— |
|
32,978 |
Total |
885,018 |
|
32,978 |
|
60,792 |
|
978,788 |
b) Breakdown of Liabilities held for sale:
|
Consolidated |
|
TUP Porto São Luis S.A. |
Trade payables |
17,248 |
Employee benefits payables |
1,828 |
Other liabilities |
456 |
Deferred tax liabilities |
66,606 |
Total |
86,138 |
c) Discontinued operation result:
|
Parent company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Equity income |
185,087 |
|
15,654 |
|
273,875 |
|
45,419 |
Controlling shareholders |
185,087 |
|
15,654 |
|
185,087 |
|
15,654 |
Non-controlling shareholders |
— |
|
— |
|
88,788 |
|
29,765 |
The consolidated discontinued operation result on December 31, 2024 is composed of dividends received from the associate Norgás in the amount of R$31,925 and the gain on disposal in the amount of R$241,940 corresponding to the difference between the sale value of R$629,155 and its cost value of R$387,215.
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Accounting policy: The Company controls an entity when it is exposed to, or has a right over, variable returns arising from its involvement with the entity and has the ability to affect those returns through the exercise of its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the Company obtains control until the date on which control is discontinued. The Company assesses whether it retains control over an investee if facts and circumstances indicate that there have been changes in one or more of the three elements of control mentioned above. When the Company does not hold a majority of the voting rights in an investee, it retains control over the investee when the voting rights are sufficient to enable it, in practice, to unilaterally direct the relevant activities of the investee. In assessing whether the Company's voting rights in an investee are sufficient to give it control, the Company considers all relevant facts and circumstances, including:
When necessary, the financial statements of subsidiaries are adjusted to bring their accounting policies into line with the Company's accounting policies. All intra-group transactions, balances, income, expenses and cash flows are eliminated in the consolidated financial statements. Changes in holdings in subsidiaries that do not result in loss of control are accounted for as equity transactions. The book value of the Company's and non-controlling interests is adjusted to reflect changes in their respective interests in subsidiaries. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the Company's owners. When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between: (i) the sum of the fair value of the consideration received and the fair value of any interest retained in the former subsidiary and (ii) the previous book value of the assets (including goodwill) and liabilities of the subsidiary and the non-controlling interest. Any amounts previously recognized in “Other comprehensive income” related to the subsidiary are treated as if the Company had directly disposed of the related assets and liabilities of the subsidiary (i.e. they are reclassified to profit or loss or transferred to another equity account). The fair value of any investment held in the former subsidiary on the date control is lost is considered as the fair value on initial recognition for subsequent accounting purposes, when applicable, or as the cost on initial recognition of an investment in an associate or joint venture. In the Parent Company's individual financial statements, the financial information of subsidiaries is accounted for using the equity method. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
The Company's subsidiaries are listed below:
|
12/31/2024 |
|
12/31/2023 |
Directly owned subsidiaries excluding treasury shares |
|
|
|
Cosan Corporate |
|
|
|
Cosan Corretora de Seguros Ltda |
100.00% |
|
100.00% |
Cosan Nove Participações S.A. |
73.09% |
|
73.09% |
Cosan Luxembourg S.A. (i) |
100.00% |
|
100.00% |
Cosan Overseas Limited |
100.00% |
|
100.00% |
Pasadena Empreendimentos e Participações S.A. |
100.00% |
|
100.00% |
Cosan Limited Partners Brasil Consultoria Ltda. |
98.13% |
|
97.50% |
Barrapar Participaçoes Ltda. |
100.00% |
|
100.00% |
Aldwych Temple |
100.00% |
|
100.00% |
Cosan Oito S.A. |
100.00% |
|
100.00% |
Cosan Global Limited |
100.00% |
|
100.00% |
Cosan Dez Participações S.A. |
76.80% |
|
76.80% |
Radar |
|
|
|
Radar Propriedades Agrícolas S.A. (ii) |
50.00% |
|
50.00% |
Radar II Propriedades Agrícolas S.A. (ii) |
50.00% |
|
50.00% |
Nova Agrícola Ponte Alta S.A. (ii) |
50.00% |
|
50.00% |
Nova Amaralina S.A. Propriedades Agrícolas (ii) |
50.00% |
|
50.00% |
Nova Santa Bárbara Agrícola S.A. (ii) |
50.00% |
|
50.00% |
Terras da Ponta Alta S.A. (ii) |
50.00% |
|
50.00% |
Castanheira Propriedades Agrícolas S.A. (ii) |
50.00% |
|
50.00% |
Manacá Propriedades Agrícolas S.A. (ii) |
50.00% |
|
50.00% |
Paineira Propriedades Agrícolas S.A. (ii) |
50.00% |
|
50.00% |
Tellus Brasil Participações S.A. (iii) |
20.00% |
|
20.00% |
Janus Brasil Participações S.A. (iii) |
20.00% |
|
20.00% |
Duguetiapar Empreendimentos e Participações S.A. (iii) |
20.00% |
|
20.00% |
Gamiovapar Empreendimentos e Participações S.A. (iii) |
20.00% |
|
20.00% |
Moove |
|
|
|
Moove Lubricants Holdings |
70.00% |
|
70.00% |
Rumo |
|
|
|
Rumo S.A. (iv) |
30.40% |
|
30.42% |
(i) | Despite presenting an unsecured liability amount of R$39,310 on December 31, 2024, as shown below, no other events or conditions were identified that, individually or collectively, may raise relevant doubts as to the ability to maintain its operational continuity. Subsidiaries have financial support from the Company. | |
(ii) | The Company is the majority shareholder, holding 50% of the capital stock plus one share. | |
(iii) | The Company holds more than 60% of the voting shares of each entity, has decision-making power over the relevant activities of each entity and has the right to appoint a majority of the members of the board of directors of each entity pursuant to a shareholders' agreement entered with certain other shareholders of these entities. | |
(iv) | The Company is the largest shareholder. In addition, the Company has decision-making power over the relevant activities of this entity and has the right to appoint a majority of the members of the board of directors in accordance with the shareholders' agreement entered with certain other shareholders of the entity. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
The following are investments in subsidiaries and related companies as of December 31, 2024, which are relevant to the Company:
a) Parent company
|
Shares issued by the subsidiary |
|
Shares held by Cosan |
|
Cosan ownership interest |
|
Economic benefit (%) |
Cosan Corporate |
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda |
5,000 |
|
4,999 |
|
100.00% |
|
100.00% |
Cosan Nove Participações S.A. (i) |
7,663,761,736 |
|
5,601,178,096 |
|
73.09% |
|
66.16% |
Cosan Luxembourg S.A. |
500,010 |
|
500,010 |
|
100.00% |
|
100.00% |
Cosan Overseas Limited |
4,850,000 |
|
4,850,000 |
|
100.00% |
|
100.00% |
Pasadena Empreendimentos e Participações S.A. |
41,481,296 |
|
41,481,046 |
|
100.00% |
|
100.00% |
Cosan Limited Partners Brasil Consultoria Ltda |
160,000 |
|
157,000 |
|
98.13% |
|
98.13% |
Cosan Oito S.A. |
14,646,505,000 |
|
14,646,504,999 |
|
100.00% |
|
100.00% |
Cosan Global Limited |
300 |
|
300 |
|
100.00% |
|
100.00% |
Cosan Dez Participações S.A. (i) |
3,473,458,688 |
|
2,667,494,859 |
|
76.80% |
|
72.00% |
Radar |
|
|
|
|
|
|
|
Radar Propriedades Agrícolas S.A. |
737,500 |
|
305,694 |
|
41.45% |
|
41.45% |
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
|
40,720,111 |
|
50.00% |
|
50.00% |
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
|
66,607,405 |
|
41.45% |
|
41.45% |
Nova Amaralina S.A. Propriedades Agrícolas |
30,603,159 |
|
12,685,010 |
|
41.45% |
|
41.45% |
Nova Santa Bárbara Agrícola S.A. |
32,336,994 |
|
13,403,684 |
|
41.45% |
|
41.45% |
Terras da Ponte Alta S.A. |
16,066,329 |
|
6,659,494 |
|
41.45% |
|
41.45% |
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
|
34,756,214 |
|
41.45% |
|
41.45% |
Manacá Propriedades Agrícolas S.A. |
128,977,921 |
|
53,461,349 |
|
41.45% |
|
41.45% |
Paineira Propriedade Agrícolas S.A. |
132,667,061 |
|
54,990,497 |
|
41.45% |
|
41.45% |
Tellus Brasil Participações S.A. |
119,063,044 |
|
71,609,945 |
|
61.14% |
|
19.57% |
Janus Brasil Participações S.A. |
286,370,051 |
|
173,464,883 |
|
60.57% |
|
19.57% |
Duguetiapar Empreendimentos e Participações S.A. |
3,573,842 |
|
2,163,979 |
|
60.55% |
|
19.57% |
Gamiovapar Empreendimentos e Participações S.A. |
12,912,970 |
|
7,819,194 |
|
60.55% |
|
19.57% |
Moove |
|
|
|
|
|
|
|
Moove Lubricants Holdings |
34,963,764 |
|
24,474,635 |
|
70.00% |
|
70.00% |
Rumo |
|
|
|
|
|
|
|
Rumo S.A. |
1,854,868,949 |
|
562,529,490 |
|
30.40% |
|
30.40% |
(i) | The interest related to economic benefit differs from the ownership interest exclusively on account of dividend distribution. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
|
Balance as of January 1, 2024 |
|
Profit attributable to non-controlling interests |
|
Discontinued operation |
|
Change of equity interest in subsidiary |
|
Other comprehensive income |
|
Dividends |
|
Capital increase (reduction) |
Gain (loss) on capital increase in subsidiary |
|
Other |
|
Balance as of December 31, 2024 |
|
Dividend receivable (i) |
|
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
4,766,466 |
|
(291,668) |
|
— |
|
(3,482) |
|
1,096 |
|
— |
|
— |
— |
|
5,232 |
|
4,477,644 |
|
— |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda |
1,257 |
|
2,076 |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
— |
|
3,333 |
|
— |
|
Cosan Nove Participações S.A. |
7,810,778 |
|
(713,895) |
|
— |
|
— |
|
70,053 |
|
(127,080) |
|
92,879 |
— |
|
20,574 |
|
7,153,309 |
|
— |
|
Cosan Dez Participações S.A. |
5,179,164 |
|
1,094,942 |
|
185,087 |
|
— |
|
(113,713) |
|
(1,667,187) |
|
(1,397,714) |
85,669 |
|
— |
|
3,366,248 |
|
11,717 |
|
Pasadena Empreendimentos e Participações S.A. |
1,452 |
|
(1,703) |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
— |
|
(251) |
|
— |
|
Cosan Limited Partners Brasil Consultoria Ltda |
278 |
|
(60) |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
— |
|
218 |
|
— |
|
Cosan Oito S.A. |
10,376,283 |
|
(3,630,024) |
|
— |
|
— |
|
128,299 |
|
(546,000) |
|
3,340,000 |
— |
|
(67,299) |
|
9,601,259 |
|
— |
|
Atlântico Participações S.A. (ii) |
902,421 |
|
(84) |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
(902,337) |
|
— |
|
— |
|
Cosan Global |
119,355 |
|
10,409 |
|
— |
|
— |
|
— |
|
— |
|
— |
— |
|
— |
|
129,764 |
|
— |
|
Other |
25,112 |
|
2,705 |
|
— |
|
— |
|
3,596 |
|
— |
|
— |
— |
|
— |
|
31,413 |
|
— |
|
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
1,153,530 |
|
113,818 |
|
— |
|
— |
|
— |
|
(25,518) |
|
(584) |
— |
|
— |
|
1,241,246 |
|
— |
|
Radar Propriedades Agrícolas S.A. |
215,346 |
|
67,872 |
|
— |
|
— |
|
— |
|
(16,968) |
|
— |
— |
|
— |
|
266,250 |
|
— |
|
Nova Agrícola Ponte Alta S.A. |
441,821 |
|
21,574 |
|
— |
|
— |
|
— |
|
(7,988) |
|
— |
— |
|
— |
|
455,407 |
|
— |
|
Nova Santa Bárbara Agrícola S.A. |
27,948 |
|
8,239 |
|
— |
|
— |
|
— |
|
(245) |
|
— |
— |
|
— |
|
35,942 |
|
1,958 |
|
Nova Amaralina S.A. Propriedades Agrícolas |
220,184 |
|
12,140 |
|
— |
|
— |
|
— |
|
(3,035) |
|
— |
— |
|
— |
|
229,289 |
|
134 |
|
Terras da Ponte Alta S.A. |
92,122 |
|
(4,238) |
|
— |
|
— |
|
— |
|
10,237 |
|
— |
— |
|
— |
|
98,121 |
|
— |
|
Paineira Propriedades Agrícolas S.A. |
210,735 |
|
24,339 |
|
— |
|
— |
|
— |
|
(3,235) |
|
— |
— |
|
— |
|
231,839 |
|
— |
|
Manacá Propriedades Agrícolas S.A. |
209,644 |
|
23,397 |
|
— |
|
— |
|
— |
|
(6,503) |
|
— |
— |
|
— |
|
226,538 |
|
— |
|
Castanheira Propriedades Agrícolas S.A. |
331,453 |
|
(4,050) |
|
— |
|
— |
|
— |
|
(2,183) |
|
— |
— |
|
— |
|
325,220 |
|
— |
|
Tellus Brasil Participações S.A. |
774,837 |
|
88,508 |
|
— |
|
— |
|
— |
|
(77,864) |
|
(18,385) |
— |
|
— |
|
767,096 |
|
5 |
|
Janus Brasil Participações S.A. |
1,122,692 |
|
126,164 |
|
— |
|
— |
|
— |
|
(50,493) |
|
— |
— |
|
— |
|
1,198,363 |
|
2 |
|
Duguetiapar Empreendimentos e Participações S.A. |
17,721 |
|
1,946 |
|
— |
|
— |
|
— |
|
(14,715) |
|
(4,217) |
— |
|
— |
|
735 |
|
— |
|
Gamiovapar Empreendimentos e Participações S.A. |
114,336 |
|
31,710 |
|
— |
|
— |
|
— |
|
(2,349) |
|
— |
— |
|
— |
|
143,697 |
|
1 |
|
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
1,626,216 |
|
275,821 |
|
— |
|
— |
|
60,733 |
|
(630,000) |
|
— |
— |
|
(7,214) |
|
1,325,556 |
|
368 |
|
Other |
627 |
|
38 |
|
— |
|
— |
|
(205) |
|
— |
|
— |
— |
|
— |
|
460 |
|
— |
|
Total investments in subsidiaries |
35,741,778 |
|
(2,740,024) |
|
185,087 |
|
(3,482) |
|
149,859 |
|
(3,171,126) |
|
2,011,979 |
85,669 |
|
(951,044) |
|
31,308,696 |
|
14,185 |
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
(146,276) |
|
(220,644) |
|
— |
|
— |
|
— |
|
— |
|
103,198 |
— |
|
— |
|
(263,722) |
|
— |
|
Total provision for uncovered liability of subsidiary |
(146,276) |
|
(220,644) |
|
— |
|
— |
|
— |
|
— |
|
103,198 |
— |
|
— |
|
(263,722) |
|
— |
|
Total |
35,595,502 |
|
(2,960,668) |
|
185,087 |
|
(3,482) |
|
149,859 |
|
(3,171,126) |
|
2,115,177 |
85,669 |
|
(951,044) |
|
31,044,974 |
|
14,185 |
(i) | Dividends receivable by Cosan S.A. from its subsidiaries. | |
(ii) | Dissolution of the subsidiary Atlântico Participações S.A, more details in the Note 8. | |
(iii) | The net balance of capital increase/reduction in the amount of R$2,115,177 is also composed of the capital reduction of the subsidiary Cosan Dez in the amount of R$1,013,714 and the capital increase in the subsidiary Cosan Nove in the amount of R$92,879, both with no cash effect. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
|
Balance as of January 1, 2023 |
|
Interest in earnings of subsidiaries |
|
Discontinued operation |
|
Change of equity interest in subsidiary |
|
Asset and liability valuation adjustment |
|
Dividends |
|
Capital (reduction) increase |
|
Gain (loss) with capital increase in subsidiary |
|
Other |
|
Balance as of December 31, 2023 |
|
Dividend receivable |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
4,613,248 |
|
218,623 |
|
— |
|
6,323 |
|
(391) |
|
(51,986) |
|
3,984 |
|
— |
|
(23,335) |
|
4,766,466 |
|
51,986 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
Cosan Corretora de Seguros Ltda |
244 |
|
1,013 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,257 |
|
— |
Cosan Nove Participações S.A. |
7,153,764 |
|
661,434 |
|
— |
|
— |
|
(39,996) |
|
(88,496) |
|
121,621 |
|
(32,732) |
|
35,183 |
|
7,810,778 |
|
— |
Cosan Dez Participações S.A. |
4,311,213 |
|
825,074 |
|
15,654 |
|
— |
|
1,502 |
|
33,456 |
|
5 |
|
— |
|
(7,740) |
|
5,179,164 |
|
11,717 |
Pasadena Empreendimentos e Participações S.A. |
1,486 |
|
(34) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,452 |
|
— |
Cosan Limited Partners Brasil Consultoria Ltda |
346 |
|
(68) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
278 |
|
— |
Other |
73,565 |
|
(45,030) |
|
— |
|
— |
|
(1,055) |
|
— |
|
— |
|
— |
|
(2,368) |
|
25,112 |
|
— |
Cosan Oito S.A. |
8,258,622 |
|
(346,359) |
|
— |
|
— |
|
11,230 |
|
(246,384) |
|
2,716,500 |
|
— |
|
(17,326) |
|
10,376,283 |
|
— |
Atlântico Participações S.A. (ii) |
911,342 |
|
(8,921) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
902,421 |
|
190 |
Cosan Global |
128,868 |
|
(9,513) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
119,355 |
|
— |
Sinlog Tecnologia em Logística S.A. |
20,155 |
|
(2,661) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
12,622 |
|
(30,116) |
|
— |
|
— |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
943,255 |
|
174,346 |
|
— |
|
— |
|
— |
|
37,831 |
|
(1,902) |
|
— |
|
— |
|
1,153,530 |
|
8,199 |
Radar Propriedades Agrícolas S.A. |
222,967 |
|
4,331 |
|
— |
|
— |
|
— |
|
(4,677) |
|
(7,275) |
|
— |
|
— |
|
215,346 |
|
— |
Nova Agrícola Ponte Alta S.A. |
390,615 |
|
35,196 |
|
— |
|
— |
|
— |
|
16,010 |
|
— |
|
— |
|
— |
|
441,821 |
|
1,960 |
Nova Santa Bárbara Agrícola S.A. |
31,504 |
|
(3,141) |
|
— |
|
— |
|
— |
|
(415) |
|
— |
|
— |
|
— |
|
27,948 |
|
1,712 |
Nova Amaralina S.A. Propriedades Agrícolas |
192,332 |
|
12,971 |
|
— |
|
— |
|
— |
|
14,881 |
|
— |
|
— |
|
— |
|
220,184 |
|
— |
Terras da Ponte Alta S.A. |
81,292 |
|
14,440 |
|
— |
|
— |
|
— |
|
(3,610) |
|
— |
|
— |
|
— |
|
92,122 |
|
11,072 |
Paineira Propriedades Agrícolas S.A. |
169,216 |
|
40,115 |
|
— |
|
— |
|
— |
|
1,404 |
|
— |
|
— |
|
— |
|
210,735 |
|
4,433 |
Manacá Propriedades Agrícolas S.A. |
170,613 |
|
40,163 |
|
— |
|
— |
|
— |
|
19 |
|
(1,151) |
|
— |
|
— |
|
209,644 |
|
2,694 |
Castanheira Propriedades Agrícolas S.A. |
251,370 |
|
52,944 |
|
— |
|
— |
|
— |
|
27,139 |
|
— |
|
— |
|
— |
|
331,453 |
|
4,863 |
Tellus Brasil Participações S.A. |
634,068 |
|
138,418 |
|
— |
|
— |
|
— |
|
(9,970) |
|
(4,526) |
|
— |
|
16,847 |
|
774,837 |
|
— |
Janus Brasil Participações S.A. |
884,053 |
|
227,451 |
|
— |
|
— |
|
— |
|
(18,407) |
|
— |
|
— |
|
29,595 |
|
1,122,692 |
|
— |
Duguetiapar Empreendimentos e Participações S.A. |
18,740 |
|
6,441 |
|
— |
|
— |
|
— |
|
(7,458) |
|
— |
|
— |
|
(2) |
|
17,721 |
|
— |
Gamiovapar Empreendimentos e Participações S.A. |
122,561 |
|
4,731 |
|
— |
|
— |
|
— |
|
(11,654) |
|
(1,231) |
|
— |
|
(71) |
|
114,336 |
|
— |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
1,644,170 |
|
193,618 |
|
— |
|
— |
|
(183,732) |
|
(35,808) |
|
— |
|
— |
|
7,968 |
|
1,626,216 |
|
368 |
Other |
762 |
|
290 |
|
— |
|
— |
|
(57) |
|
(368) |
|
— |
|
— |
|
— |
|
627 |
|
— |
Total investments in subsidiary |
31,230,371 |
|
2,235,872 |
|
15,654 |
|
6,323 |
|
(212,499) |
|
(348,493) |
|
2,826,025 |
|
(20,110) |
|
8,635 |
|
35,741,778 |
|
99,194 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Luxembourg S.A. |
(146,473) |
|
197 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(146,276) |
|
— |
Total provision for uncovered liability of associates |
(146,473) |
|
197 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(146,276) |
|
— |
Total |
31,083,898 |
|
2,236,069 |
|
15,654 |
|
6,323 |
|
(212,499) |
|
(348,493) |
|
2,826,025 |
|
(20,110) |
|
8,635 |
|
35,595,502 |
|
99,194 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Financial information of subsidiaries:
|
Balance as of December 31, 2024 |
|
Balance as of December 31, 2023 |
||||||||||||
|
Assets |
|
Liabilities |
|
Shareholders' equity and unsecured liabilities |
|
Profit for the year |
|
Assets |
|
Liabilities |
|
Shareholders' equity and unsecured liabilities |
|
Profit for the year |
Rumo S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
50,593,026 |
|
(35,657,871) |
|
14,935,155 |
|
(949,241) |
|
49,238,439 |
|
(33,367,447) |
|
15,870,992 |
|
721,915 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corretora de Seguros Ltda |
3,340 |
|
(6) |
|
3,334 |
|
2,077 |
|
1,475 |
|
(218) |
|
1,257 |
|
1,013 |
Cosan Nove Participações S.A. |
9,357,768 |
|
(40,018) |
|
9,317,750 |
|
(1,079,044) |
|
10,378,188 |
|
(393) |
|
10,377,795 |
|
999,748 |
Cosan Dez Participações S.A. |
34,288,919 |
|
(27,301,766) |
|
6,987,153 |
|
1,899,890 |
|
29,394,361 |
|
(19,707,828) |
|
9,686,533 |
|
1,804,326 |
Pasadena Empreendimentos e Participações S.A. |
493 |
|
(744) |
|
(251) |
|
(1,703) |
|
2,013 |
|
(561) |
|
1,452 |
|
(33) |
Cosan Limited Partners Brasil Consultoria Ltda |
270 |
|
(46) |
|
224 |
|
(63) |
|
287 |
|
— |
|
287 |
|
(69) |
Cosan Luxembourg S.A. |
13,936,969 |
|
(14,200,691) |
|
(263,722) |
|
(220,644) |
|
8,141,418 |
|
(8,287,693) |
|
(146,275) |
|
198 |
Cosan Oito S.A. |
9,601,314 |
|
(49) |
|
9,601,265 |
|
(3,630,024) |
|
17,148,403 |
|
(6,772,114) |
|
10,376,289 |
|
(346,359) |
Atlântico Participações S.A. |
— |
|
— |
|
— |
|
— |
|
992,412 |
|
(89,991) |
|
902,421 |
|
(8,921) |
Cosan Global |
129,764 |
|
— |
|
129,764 |
|
10,409 |
|
119,355 |
|
— |
|
119,355 |
|
(9,513) |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar II Propriedades Agrícolas S.A. |
2,538,744 |
|
(77,782) |
|
2,460,962 |
|
216,787 |
|
2,378,123 |
|
(91,077) |
|
2,287,046 |
|
332,222 |
Radar Propriedades Agrícolas S.A. |
672,546 |
|
(30,208) |
|
642,338 |
|
163,743 |
|
549,223 |
|
(29,692) |
|
519,531 |
|
10,448 |
Nova Agrícola Ponte Alta S.A. |
1,135,683 |
|
(36,994) |
|
1,098,689 |
|
52,048 |
|
1,108,509 |
|
(42,596) |
|
1,065,913 |
|
84,912 |
Nova Santa Bárbara Agrícola S.A. |
101,749 |
|
(15,034) |
|
86,715 |
|
19,878 |
|
78,808 |
|
(11,380) |
|
67,428 |
|
(7,577) |
Nova Amaralina S.A. Propriedades Agrícolas |
586,164 |
|
(32,993) |
|
553,171 |
|
29,287 |
|
563,096 |
|
(31,890) |
|
531,206 |
|
31,292 |
Terras da Ponte Alta S.A. |
248,938 |
|
(12,213) |
|
236,725 |
|
(10,224) |
|
259,687 |
|
(37,436) |
|
222,251 |
|
34,838 |
Paineira Propriedades Agrícolas S.A. |
578,372 |
|
(19,051) |
|
559,321 |
|
58,717 |
|
537,119 |
|
(28,711) |
|
508,408 |
|
96,780 |
Manacá Propriedades Agrícolas S.A. |
565,305 |
|
(18,776) |
|
546,529 |
|
56,445 |
|
530,358 |
|
(24,585) |
|
505,773 |
|
96,894 |
Castanheira Propriedades Agrícolas S.A. |
811,527 |
|
(26,920) |
|
784,607 |
|
(9,772) |
|
840,064 |
|
(40,418) |
|
799,646 |
|
127,731 |
Tellus Brasil Participações Ltda |
4,103,826 |
|
(184,744) |
|
3,919,082 |
|
452,174 |
|
4,129,945 |
|
(171,300) |
|
3,958,645 |
|
707,176 |
Janus Brasil Participações S.A. |
6,394,239 |
|
(271,665) |
|
6,122,574 |
|
644,711 |
|
6,017,992 |
|
(282,158) |
|
5,735,834 |
|
1,162,047 |
Duguetiapar Empreendimentos e Participações S.A. |
97,542 |
|
(7,008) |
|
90,534 |
|
32,906 |
|
97,542 |
|
(7,008) |
|
90,534 |
|
32,906 |
Gamiovapar Empreendimentos e Participações S.A. |
617,029 |
|
(32,890) |
|
584,139 |
|
24,170 |
|
617,029 |
|
(32,890) |
|
584,139 |
|
24,170 |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
9,301,161 |
|
(7,410,359) |
|
1,890,802 |
|
394,122 |
|
7,969,260 |
|
(5,649,161) |
|
2,320,099 |
|
276,938 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
The following are investments in associates as of December 31, 2024, which are relevant to the Company:
b) Consolidated
|
Shares issued by the associate |
|
Shares held by Cosan |
|
Cosan ownership interest |
Rumo |
|
|
|
|
|
Rhall Terminais Ltda |
28,580 |
|
8,574 |
|
30.00% |
Termag - Terminal Marítimo de Guarujá S.A. |
500,000 |
|
99,250 |
|
19.85% |
TGG - Terminal de Granéis do Guarujá S.A. |
500,000 |
|
50,000 |
|
10.00% |
CLI Sul S.A. |
543,750,625 |
|
108,750,125 |
|
20.00% |
Terminal Multimodal de Grãos e Fertilizantes S.A. |
60,005,000 |
|
30,002,500 |
|
50.00% |
Compass |
|
|
|
|
|
CEG Rio S.A. |
1,995,022,625 |
|
746,251,086 |
|
37.41% |
Companhia de Gás de Mato Grosso do Sul - Msgás |
61,610,000 |
|
30,188,900 |
|
49.00% |
Companhia de Gás de Santa Catarina - Scgás |
10,749,497 |
|
4,407,293 |
|
41.00% |
Corporate |
|
|
|
|
|
Vale S.A(i) |
4,539,007,580 |
|
177,342,515 |
|
4.15% |
(i) |
In April 2024, Cosan sold 33,524,185 Vale shares, reducing its stake by 0.78%. The figure of 4.15% refers to the percentage holding, excluding treasury shares, for calculating equity equivalence and receiving dividends. |
|
Balance as of January 1, 2024 |
|
Interest in earnings of associates |
|
Impairment in associate |
|
Dividends |
|
Reclassification to assets held for sale |
|
Write-off related to sale of shareholding |
|
Business combination (ii) |
|
Capital increase |
|
Other |
|
Balance as of December 31, 2024 |
|
Dividend receivable (i) |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhall Terminais Ltda |
6,170 |
|
2,335 |
|
— |
|
(1,208) |
|
— |
|
— |
|
— |
|
|
|
— |
|
7,297 |
|
— |
Termag - Terminal Marítimo de Guarujá S.A. |
6,018 |
|
(1,721) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
4,297 |
|
— |
TGG - Terminal de Granéis do Guarujá S.A. |
15,960 |
|
7,463 |
|
— |
|
(7,000) |
|
— |
|
— |
|
— |
|
|
|
— |
|
16,423 |
|
— |
CLI Sul S.A. |
217,738 |
|
17,953 |
|
|
|
(12,900) |
|
|
|
|
|
— |
|
|
|
— |
|
222,791 |
|
— |
Terminal XXXIX S.A. |
66,415 |
|
14,247 |
|
— |
|
(19,870) |
|
(60,792) |
|
— |
|
— |
|
|
|
— |
|
— |
|
— |
Terminal Multimodal de Grãos e Fertilizantes S.A |
— |
|
78 |
|
|
|
(20) |
|
— |
|
— |
|
— |
|
30,000 |
|
— |
|
30,058 |
|
17 |
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia Paranaense de Gás - Compagás |
403,532 |
|
27,656 |
|
— |
|
(18,209) |
|
— |
|
— |
|
(413,271) |
|
|
|
292 |
|
— |
|
— |
Companhia de Gás de Santa Catarina - Scgás |
640,332 |
|
46,179 |
|
— |
|
(32,824) |
|
— |
|
— |
|
— |
|
|
|
— |
|
653,687 |
|
5,495 |
CEG Rio S.A. |
288,386 |
|
66,796 |
|
— |
|
(18,390) |
|
— |
|
— |
|
— |
|
|
|
— |
|
336,792 |
|
16,426 |
Companhia de Gás de Mato Grosso do Sul - Msgás |
297,874 |
|
13,856 |
|
— |
|
(24,254) |
|
— |
|
— |
|
— |
|
|
|
— |
|
287,476 |
|
— |
Norgás S.A. |
— |
|
— |
|
|
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
7,425 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vale S.A. |
15,662,485 |
|
1,524,327 |
|
(4,672,396) |
|
(1,041,100) |
|
— |
|
(2,462,833) |
|
— |
|
|
|
101,653 |
|
9,112,136 |
|
78,509 |
Other |
6,459 |
|
(138) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
1,288 |
|
7,609 |
|
— |
|
17,611,369 |
|
1,719,031 |
|
(4,672,396) |
|
(1,175,775) |
|
(60,792) |
|
(2,462,833) |
|
(413,271) |
|
30,000 |
|
103,233 |
|
10,678,566 |
|
107,872 |
(i) | Dividends receivable by the parent companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A. | |
(ii) |
As disclosed in note 9.2, the subsidiary Compass acquired a 51% stake and control of Compagas and is no longer considered an associate. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
|
Balance as of January 1, 2023 |
|
Interest in earnings of associates |
|
Discontinued operation |
|
Dividends |
|
Capital reduction |
|
Reclassification to held for sale |
|
Reclassification of financial assets |
|
Other |
|
Balance as of December 31, 2023 |
|
Dividend receivable (i) |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhall Terminais Ltda |
5,654 |
|
1,716 |
|
— |
|
(1,200) |
|
— |
|
— |
|
— |
|
— |
|
6,170 |
|
— |
Termag - Terminal Marítimo de Guarujá S.A. |
8,464 |
|
(2,446) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6,018 |
|
— |
TGG - Terminal de Granéis do Guarujá S.A. |
17,468 |
|
8,826 |
|
— |
|
(10,334) |
|
— |
|
— |
|
— |
|
— |
|
15,960 |
|
— |
Elevações Portuárias S.A. |
296,746 |
|
38,992 |
|
— |
|
(18,960) |
|
(99,040) |
|
— |
|
— |
|
— |
|
217,738 |
|
— |
Terminal XXXIX S.A. |
53,136 |
|
28,247 |
|
— |
|
(14,968) |
|
— |
|
— |
|
— |
|
— |
|
66,415 |
|
— |
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia Paranaense de Gás - Compagás |
424,837 |
|
36,300 |
|
— |
|
(57,956) |
|
— |
|
— |
|
— |
|
351 |
|
403,532 |
|
5,636 |
Companhia Pernambucana de Gás - Copergás |
415,301 |
|
— |
|
5,921 |
|
(19,238) |
|
— |
|
(401,984) |
|
— |
|
— |
|
— |
|
— |
Companhia de Gás de Santa Catarina - Scgás |
627,829 |
|
37,028 |
|
— |
|
(24,525) |
|
— |
|
— |
|
— |
|
— |
|
640,332 |
|
6,957 |
Sergipe Gás S.A. - SERGÁS |
69,430 |
|
— |
|
3,230 |
|
(5,466) |
|
— |
|
(67,194) |
|
— |
|
— |
|
— |
|
— |
Companhia de Gás do Ceará - Cegás |
184,537 |
|
— |
|
11,573 |
|
(13,676) |
|
— |
|
(183,880) |
|
— |
|
1,446 |
|
— |
|
— |
CEG Rio S.A. |
274,480 |
|
84,822 |
|
— |
|
(70,916) |
|
— |
|
— |
|
— |
|
— |
|
288,386 |
|
20,708 |
Companhia de Gás de Mato Grosso do Sul - Msgás |
291,543 |
|
20,828 |
|
— |
|
(14,497) |
|
— |
|
— |
|
— |
|
— |
|
297,874 |
|
2,496 |
Companhia Potiguar de Gás - Potigas |
168,887 |
|
— |
|
14,371 |
|
(13,118) |
|
— |
|
(170,140) |
|
— |
|
— |
|
— |
|
— |
Gás de Alagoas S.A. - Algás |
68,448 |
|
— |
|
10,324 |
|
(8,492) |
|
— |
|
(69,656) |
|
— |
|
(624) |
|
— |
|
— |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vale S.A. |
— |
|
96,075 |
|
— |
|
— |
|
— |
|
— |
|
16,274,081 |
|
(707,671) |
|
15,662,485 |
|
— |
Other |
7,183 |
|
11 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(735) |
|
6,459 |
|
39 |
|
2,913,943 |
|
350,399 |
|
45,419 |
|
(273,346) |
|
(99,040) |
|
(892,854) |
|
16,274,081 |
|
(707,233) |
|
17,611,369 |
|
35,836 |
(i) | Dividends receivable by the parent companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Financial information of associates:
|
Balance as of December 31, 2024 |
|
Balance as of December 31, 2023 |
||||||||||||
|
Assets |
|
Liabilities |
|
Shareholders' equity and unsecured liabilities |
|
Profit for the year |
|
Assets |
|
Liabilities |
|
Shareholders' equity and unsecured liabilities |
|
Profit for the year |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhall Terminais Ltda. |
26,500 |
|
(10,150) |
|
16,350 |
|
7,987 |
|
33,060 |
|
(12,491) |
|
20,569 |
|
5,983 |
Elevações Portuárias S.A. |
2,183,550 |
|
(1,390,465) |
|
793,085 |
|
66,042 |
|
1,251,643 |
|
(444,748) |
|
806,895 |
|
194,954 |
Termag - Terminal Marítimo de Guarujá S.A. |
280,950 |
|
(259,472) |
|
21,478 |
|
(13,329) |
|
298,815 |
|
(268,730) |
|
30,085 |
|
4,721 |
TGG - Terminal de Granéis do Guarujá S.A. |
233,962 |
|
(69,789) |
|
164,173 |
|
68,477 |
|
242,779 |
|
(73,216) |
|
169,563 |
|
88,867 |
Terminal XXXIX S.A. |
— |
|
— |
|
— |
|
— |
|
481,569 |
|
(326,731) |
|
154,838 |
|
53,986 |
Terminal Multimodal de Grãos e Fertilizantes S.A. |
61,002 |
|
(1,032) |
|
59,970 |
|
146 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companhia Paranaense de Gás - Compagás |
— |
|
— |
|
— |
|
— |
|
1,208,959 |
|
(685,288) |
|
523,671 |
|
96,866 |
Companhia de Gás de Santa Catarina - Scgás |
1,127,032 |
|
(328,564) |
|
798,468 |
|
162,847 |
|
1,118,237 |
|
(399,252) |
|
718,985 |
|
153,217 |
CEG Rio S.A. |
1,695,573 |
|
(953,322) |
|
742,251 |
|
184,905 |
|
1,944,385 |
|
(1,326,484) |
|
617,901 |
|
233,099 |
Companhia de Gás de Mato Grosso do Sul - Msgás |
378,691 |
|
(197,859) |
|
180,832 |
|
37,640 |
|
390,976 |
|
(193,298) |
|
197,678 |
|
56,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vale S.A. |
455,316,000 |
|
(248,544,000) |
|
206,772,000 |
|
31,592,000 |
|
423,626,000 |
|
(232,661,000) |
|
190,965,000 |
|
39,940,000 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Accounting policy: Business combinations are accounted for using the acquisition method. The consideration transferred in the acquisition is measured at fair value, calculated as the sum of the fair values of the assets transferred by the Company on the acquisition date, the liabilities incurred by the Company in relation to the former controlling shareholders of the acquired entity and the equity interests issued by the Company in exchange for control of the acquired entity. Acquisition-related costs are recognized in profit or loss as incurred. The consideration transferred does not include amounts relating to the payment of pre-existing relationships. These amounts are generally recognized in the income statement. In determining whether a set of activities and assets constitutes a business, the Company assesses whether the set of assets and activities acquired includes at least one input and one substantive process that together contribute significantly to the ability to generate output. On the acquisition date, identifiable assets acquired and liabilities assumed are recognized at fair value on that date, except for:
When measuring fair values, valuation techniques are used which consider market prices for similar items, discounted cash flow, among others. Initially, goodwill is measured as the excess of the consideration transferred over the net assets acquired (identifiable assets acquired, net of liabilities assumed). If the consideration is less than the fair value of the net assets acquired, the difference must be recognized in profit or loss as a gain on a bargain purchase. After initial recognition, goodwill is measured at cost, less any accumulated impairment losses. For impairment testing purposes, goodwill acquired in a business combination is, as of the acquisition date, allocated to each of the Company's cash-generating units that are expected to benefit from the synergies of the combination, regardless of whether other assets or liabilities of the acquiree are attributed to these units. When goodwill is part of a cash-generating unit and a portion of that unit is disposed of, the goodwill associated with the portion disposed of must be included in the cost of the transaction when determining the gain or loss on disposal. The goodwill disposed of in these circumstances is determined on the basis of the proportional values of the portion disposed of in relation to the cash-generating unit held. When the consideration transferred by the Company in a business combination includes a contingent consideration agreement, the contingent consideration is measured at fair value on the acquisition date and included in the consideration transferred in the business combination. Changes in the fair value of contingent consideration classified as measurement period adjustments are adjusted retroactively, with corresponding adjustments to goodwill. Measurement period adjustments correspond to adjustments resulting from additional information obtained during the “measurement period” (which cannot be longer than one year from the acquisition date), related to facts and circumstances existing on the acquisition date. Subsequent accounting for changes in the fair value of contingent consideration not classified as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration classified as equity is not remeasured on subsequent disclosure dates, and its settlement is recorded in equity. When a business combination is carried out in stages, the interest previously held by the Company in the acquiree is remeasured to its fair value on the acquisition date, and the corresponding gain or loss, if any, is recognized in profit or loss. The values of the interests in the acquired entity prior to the acquisition date, previously recognized in “Other comprehensive income”, are reclassified to profit or loss, to the extent that such treatment would have been appropriate if the interest had been sold. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
As this is a fair value measurement, if new information obtained within one year of the acquisition date about the facts and circumstances that existed on the acquisition date indicates adjustments to the aforementioned amounts or any additional provisions that existed on the acquisition date, the accounting for the acquisition will be reviewed. Management expects that only the measurement of intangible assets will have any impact on this assessment. Contingent liabilities recognized in a business combination Contingent liabilities acquired in a business combination are initially measured at fair value on the acquisition date. At year-end, these contingent liabilities are measured at the higher of:
|
Companhia Paranaense de Gás – COMPAGAS.
On September 16, 2024, the indirect subsidiary Compass Dois completed the acquisition of a 51% stake in Companhia Paranaense de Gás - Compagas (“Compagas”) for the amount of R$962,125. Therefore, the subsidiary Compass now holds a total indirect stake of 63.5% in Compagas. Of this total, R$384,394 was paid up to the date of completion of the transaction, while R$577,731 (R$595,567 monetarily updated by the Selic rate as of December 31, 2024) corresponds to the remaining installments, which will be paid up to September 2026 and are recorded under “Other financial liabilities”. The outstanding balance is updated by SELIC, totaling R$17,835 on December 31, 2024.
The acquisition is in line with the strategy of the indirect subsidiary Compass to focus on irreplicable assets in the natural gas sector.
Compagas is headquartered in the city of Curitiba, the capital of the state of Paraná, and exclusively operates the piped natural gas distribution service for that state through a concession contract valid until July 2054.
In the preliminary evaluation carried out by the subsidiary Compass, the acquisition price was mostly allocated to the concession right and will be amortized over the term of the concession contract. In addition, a contingent liability was allocated in accordance with note 16.
The fair value of the assets and liabilities acquired is shown below. The value of non-controlling interests is measured by their proportional share in the fair value of the assets and liabilities acquired.
Transferred consideration |
|
|
Cash transfer - on the date of signing the contract |
|
47,270 |
Cash transfer - on the closing date |
|
337,124 |
Remaining installments |
|
577,731 |
Transferred consideration |
|
962,125 |
|
|
|
Identifiable assets acquired and liabilities assumed |
|
|
Cash and cash equivalents |
|
53,801 |
Accounts receivable from customers |
|
106,431 |
Income tax and social contribution to be recovered |
|
25,869 |
Other taxes to be recovered |
|
53,317 |
Other assets |
|
81,269 |
Contract assets |
|
56,627 |
Intangible |
|
2,905,516 |
Loans, borrowings and debentures |
|
(285,033) |
Trade payables |
|
(77,273) |
Current income tax and social contribution payable |
|
(21,258) |
Other taxes payable |
|
(32,066) |
Other accounts payable |
|
(138,952) |
Provision for lawsuits |
|
(98,126) |
Deferred income tax and social contribution liabilities |
|
(743,602) |
Participation of non-controlling shareholders |
|
(924,395) |
Net assets acquired |
|
962,125 |
Cash received |
|
(53,801) |
Consideration transferred, net of cash |
|
908,324 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
The consolidated income statement includes since the acquisition date net operating revenue and net income for the period in the amounts of R$314,288 and R$22,746, respectively generated by Compagas. Whether Compagas had been consolidated since January 1, 2024, the consolidated income statement for the period ended December 31, 2024 would have been increased by net operating revenue and net income for the period in the amounts of R$651,206 and R$26,448 respectively.
Accounting policy: Non-controlling interests in subsidiaries are presented separately from the parent company's interest in consolidated equity. Non-controlling interests that represent equity interests and entitle their holders to a proportionate share of the entity's assets in the event of liquidation may be measured initially at fair value or based on the proportionate share of the acquired entity's identifiable net assets attributable to non-controlling interests. The choice of measurement method is made on a transaction-by-transaction basis. Other types of non-controlling interests are initially measured at fair value. After the acquisition, the book value of the non-controlling interests is determined by the value of these interests at initial recognition, adjusted by the portion of subsequent changes in the subsidiary's equity attributable to the non-controlling interests. The result and each component of other comprehensive income are attributed to the Company's owners and to the non-controlling interests. The total comprehensive income of subsidiaries is attributed to the Company's owners and non-controlling interests, even if this results in a negative balance for non-controlling interests. |
Below is summarized financial information for each subsidiary that has non-controlling interest that are material to the group. The amounts disclosed for each subsidiary are before intercompany eliminations.
|
Shares issued by the subsidiary |
|
Shares held by non-controlling shareholders |
|
Non-controlling interest |
Radar |
|
|
|
|
|
Tellus Brasil Participações S.A. |
119,063,044 |
|
95,250,435 |
|
80.00% |
Janus Brasil Participações S.A. |
286,370,051 |
|
229,096,041 |
|
80.00% |
Duguetiapar Empreendimentos e Participações S.A. |
3,573,842 |
|
2,859,074 |
|
80.00% |
Gamiovapar Empreendimentos e Participações S.A. |
12,912,970 |
|
10,330,376 |
|
80.00% |
Radar Propriedades Agrícolas S.A. |
737,500 |
|
368,750 |
|
50.00% |
Nova Agrícola Ponte Alta S.A. |
160,693,378 |
|
80,346,689 |
|
50.00% |
Terras da Ponte Alta S.A. |
16,066,329 |
|
8,033,165 |
|
50.00% |
Nova Santa Bárbara Agrícola S.A. |
32,336,994 |
|
16,168,497 |
|
50.00% |
Nova Amaralina S.A. |
30,603,159 |
|
15,301,580 |
|
50.00% |
Paineira Propriedades Agrícolas S.A. |
132,667,061 |
|
66,333,531 |
|
50.00% |
Manacá Propriedades Agrícolas S.A. |
128,977,921 |
|
64,488,961 |
|
50.00% |
Castanheira Propriedades Agrícolas S.A. |
83,850,938 |
|
41,925,469 |
|
50.00% |
Radar II Propriedades Agrícolas S.A. |
81,440,221 |
|
40,720,111 |
|
50.00% |
Rumo |
|
|
|
|
|
Rumo S.A. |
1,854,868,949 |
|
1,287,383,261 |
|
69.60% |
Moove |
|
|
|
|
|
Moove Lubricants Holdings |
34,963,764 |
|
10,489,129 |
|
30.00% |
Cosan Corporate |
|
|
|
|
|
Cosan Nove Participações S.A. |
7,663,761,736 |
|
2,062,583,640 |
|
26.91% |
Cosan Limited Partners Brasil Consultoria Ltda. |
160,000 |
|
3,000 |
|
1.88% |
Cosan Dez Participações S.A. |
3,473,458,688 |
|
805,963,829 |
|
23.20% |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
The following table summarizes information relating to each of the Company's subsidiaries that has material non-controlling interests, prior to any intra-group elimination.
|
Balance as of January 1, 2024 |
|
Profit attributable to non-controlling interests |
|
Capital increase (reduction) |
|
Sale of assets held for sales |
|
Other comprehensive income |
|
Dividends |
|
Business combination |
|
Other |
|
Balance as of December 31, 2024 |
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comgás |
32,145 |
|
14,726 |
|
— |
|
— |
|
— |
|
(20,680) |
|
— |
|
446 |
|
26,637 |
Commit Gás S.A. |
1,562,500 |
|
138,356 |
|
— |
|
— |
|
— |
|
(456,045) |
|
112,401 |
|
235 |
|
1,357,447 |
Norgás S.A. |
372,030 |
|
— |
|
— |
|
(372,030) |
|
— |
|
— |
|
— |
|
— |
|
— |
Companhia Paranaense de Gás - COMPAGAS |
— |
|
1,569 |
|
— |
|
— |
|
— |
|
(3,446) |
|
462,197 |
|
188 |
|
460,508 |
Biometano Verde Paulínia S.A |
237,981 |
|
1,228 |
|
— |
|
— |
|
— |
|
(970) |
|
— |
|
— |
|
238,239 |
Compass Gás e Energia |
790,672 |
|
235,988 |
|
(179,999) |
|
— |
|
(19,254) |
|
(269,808) |
|
— |
|
344 |
|
557,943 |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
11,104,589 |
|
(657,631) |
|
— |
|
|
|
904 |
|
(6,676) |
|
— |
|
16,266 |
|
10,457,452 |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moove Lubricants Holdings |
695,848 |
|
118,209 |
|
— |
|
— |
|
26,028 |
|
(270,000) |
|
— |
|
(3,094) |
|
566,991 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil |
7 |
|
(2) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5 |
Cosan Nove Participações S.A. |
2,567,019 |
|
(365,149) |
|
34,202 |
|
|
|
25,796 |
|
(105,000) |
|
— |
|
7,577 |
|
2,164,445 |
Cosan Dez Participações S.A. |
1,512,041 |
|
501,890 |
|
(396,395) |
|
— |
|
(34,229) |
|
(603,022) |
|
— |
|
(152) |
|
980,133 |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. |
4,743,201 |
|
513,119 |
|
— |
|
— |
|
— |
|
(205,270) |
|
— |
|
— |
|
5,051,050 |
Tellus Brasil Participações S.A. |
3,156,328 |
|
359,813 |
|
(74,741) |
|
— |
|
— |
|
(316,542) |
|
— |
|
— |
|
3,124,858 |
Gamiovapar Empreendimentos e Participações S.A. |
472,244 |
|
128,911 |
|
— |
|
— |
|
— |
|
(9,549) |
|
— |
|
— |
|
591,606 |
Duguetiapar Empreendimentos e Participações S.A. |
66,715 |
|
7,911 |
|
(17,143) |
|
— |
|
— |
|
(59,821) |
|
— |
|
— |
|
(2,338) |
Radar II Propriedades Agrícolas S.A. |
1,089,154 |
|
113,818 |
|
(584) |
|
— |
|
— |
|
(25,518) |
|
— |
|
— |
|
1,176,870 |
Radar Propriedades Agrícolas S.A. |
204,444 |
|
67,872 |
|
— |
|
— |
|
— |
|
(16,968) |
|
— |
|
— |
|
255,348 |
Nova Agrícola Ponte Alta S.A. |
417,013 |
|
21,574 |
|
— |
|
— |
|
— |
|
(7,988) |
|
— |
|
— |
|
430,599 |
Nova Amaralina S.A. Propriedades Agrícolas |
29,893 |
|
12,140 |
|
— |
|
— |
|
— |
|
(3,035) |
|
— |
|
— |
|
38,998 |
Nova Santa Bárbara Agrícola S.A. |
197,833 |
|
8,239 |
|
— |
|
— |
|
— |
|
(245) |
|
— |
|
— |
|
205,827 |
Terras da Ponte Alta S.A. |
84,251 |
|
(4,238) |
|
— |
|
— |
|
— |
|
10,237 |
|
— |
|
— |
|
90,250 |
Paineira Propriedades Agrícolas S.A. |
199,303 |
|
24,339 |
|
— |
|
— |
|
— |
|
(3,235) |
|
— |
|
— |
|
220,407 |
Manacá Propriedades Agrícolas S.A. |
199,584 |
|
23,397 |
|
— |
|
— |
|
— |
|
(6,503) |
|
— |
|
— |
|
216,478 |
Castanheira Propriedades Agrícolas S.A. |
291,078 |
|
(4,050) |
|
— |
|
— |
|
— |
|
(2,183) |
|
— |
|
— |
|
284,845 |
|
30,025,873 |
|
1,262,029 |
|
(634,660) |
|
(372,030) |
|
(755) |
|
(2,382,267) |
|
574,598 |
|
21,810 |
|
28,494,598 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
|
Balance as of January 1, 2023 |
|
Profit attributable to non-controlling interests |
|
Capital (reduction) increase |
|
Gain (loss) with capital increase |
|
Other comprehensive income |
|
Dividends |
|
Business combination |
|
Reclassification |
|
Other |
|
Balance as of December 31, 2023 |
Compass |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comgás |
27,151 |
|
11,419 |
|
— |
|
— |
|
444 |
|
(6,869) |
|
— |
|
— |
|
— |
|
32,145 |
Commit Gás S.A. |
2,058,651 |
|
185,312 |
|
— |
|
— |
|
— |
|
(309,324) |
|
— |
|
(372,030) |
|
(109) |
|
1,562,500 |
Norgás S.A. |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
372,030 |
|
— |
|
372,030 |
Biometano Verde Paulínia S.A. |
— |
|
521 |
|
— |
|
— |
|
— |
|
— |
|
237,460 |
|
— |
|
— |
|
237,981 |
Compass Gás e Energia |
782,583 |
|
192,358 |
|
— |
|
— |
|
132 |
|
(183,126) |
|
— |
|
— |
|
(1,275) |
|
790,672 |
Rumo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rumo S.A. |
10,797,146 |
|
503,029 |
|
(12,250) |
|
(9,280) |
|
704 |
|
(122,165) |
|
— |
|
— |
|
(52,595) |
|
11,104,589 |
Moove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Lubes Investments Limited |
702,001 |
|
82,979 |
|
— |
|
— |
|
(78,742) |
|
(15,346) |
|
— |
|
— |
|
4,956 |
|
695,848 |
Cosan Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cosan Limited Partners Brasil |
9 |
|
(2) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
7 |
Cosan Nove Participações S.A. |
2,634,310 |
|
338,315 |
|
— |
|
32,732 |
|
(14,728) |
|
(436,566) |
|
— |
|
— |
|
12,956 |
|
2,567,019 |
Cosan Dez Participações S.A. |
1,302,661 |
|
573,987 |
|
1 |
|
— |
|
454 |
|
(372,772) |
|
— |
|
— |
|
7,710 |
|
1,512,041 |
Sinlog Tecnologia em Logística S.A. |
14,911 |
|
(1,969) |
|
21,959 |
|
(12,622) |
|
— |
|
— |
|
— |
|
— |
|
(22,279) |
|
— |
Radar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janus Brasil Participações S.A. |
3,773,279 |
|
924,908 |
|
— |
|
— |
|
— |
|
(74,830) |
|
— |
|
— |
|
119,844 |
|
4,743,201 |
Tellus Brasil Participações S.A. |
2,584,058 |
|
562,713 |
|
(18,400) |
|
— |
|
— |
|
(40,531) |
|
— |
|
— |
|
68,488 |
|
3,156,328 |
Gamiovapar Empreendimentos e Participações S.A. |
505,681 |
|
19,233 |
|
(5,004) |
|
— |
|
— |
|
(47,377) |
|
— |
|
— |
|
(289) |
|
472,244 |
Duguetiapar Empreendimentos e Participações S.A. |
70,857 |
|
26,185 |
|
— |
|
— |
|
— |
|
(30,319) |
|
— |
|
— |
|
(8) |
|
66,715 |
Radar II Propriedades Agrícolas S.A. |
878,879 |
|
174,346 |
|
(1,902) |
|
— |
|
— |
|
37,831 |
|
— |
|
— |
|
— |
|
1,089,154 |
Radar Propriedades Agrícolas S.A. |
212,065 |
|
4,331 |
|
(7,275) |
|
— |
|
— |
|
(4,677) |
|
— |
|
— |
|
— |
|
204,444 |
Nova Agrícola Ponte Alta S.A. |
365,807 |
|
35,196 |
|
— |
|
— |
|
— |
|
16,010 |
|
— |
|
— |
|
— |
|
417,013 |
Nova Amaralina S.A. Propriedades Agrícolas |
2,041 |
|
12,971 |
|
— |
|
— |
|
— |
|
14,881 |
|
— |
|
— |
|
— |
|
29,893 |
Nova Santa Bárbara Agrícola S.A. |
201,389 |
|
(3,141) |
|
— |
|
— |
|
— |
|
(415) |
|
— |
|
— |
|
— |
|
197,833 |
Terras da Ponte Alta S.A. |
73,421 |
|
14,440 |
|
— |
|
— |
|
— |
|
(3,610) |
|
— |
|
— |
|
— |
|
84,251 |
Paineira Propriedades Agrícolas S.A. |
157,784 |
|
40,115 |
|
— |
|
— |
|
— |
|
1,404 |
|
— |
|
— |
|
— |
|
199,303 |
Manacá Propriedades Agrícolas S.A. |
160,553 |
|
40,163 |
|
(1,151) |
|
— |
|
— |
|
19 |
|
— |
|
— |
|
— |
|
199,584 |
Castanheira Propriedades Agrícolas S.A. |
210,995 |
|
52,944 |
|
— |
|
— |
|
— |
|
27,139 |
|
— |
|
— |
|
— |
|
291,078 |
|
27,516,232 |
|
3,790,353 |
|
(24,022) |
|
10,830 |
|
(91,736) |
|
(1,550,643) |
|
237,460 |
|
— |
|
137,399 |
|
30,025,873 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Summary - statement of financial position:
|
Cosan Dez |
|
Cosan Nove |
|
Moove |
|
Rumo |
|
Radar |
||||||||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
1,590,825 |
|
1,020,790 |
|
46,918 |
|
4,903 |
|
31,765 |
|
91,412 |
|
3,451,323 |
|
3,846,647 |
|
559,288 |
|
819,887 |
Liabilities |
(1,336,052) |
|
(127,876) |
|
(40,018) |
|
(392) |
|
— |
|
(3,603) |
|
(1,267,586) |
|
(1,135,917) |
|
(137,056) |
|
(184,004) |
Current net assets |
254,773 |
|
892,914 |
|
6,900 |
|
4,511 |
|
31,765 |
|
87,809 |
|
2,183,737 |
|
2,710,730 |
|
422,232 |
|
635,883 |
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
4,091,608 |
|
5,798,291 |
|
9,310,850 |
|
10,373,285 |
|
1,858,568 |
|
2,218,429 |
|
23,288,895 |
|
22,572,211 |
|
17,179,276 |
|
16,152,441 |
Liabilities |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(10,741,388) |
|
(9,611,588) |
|
(602,315) |
|
(613,705) |
Non-current net assets |
4,091,608 |
|
5,798,291 |
|
9,310,850 |
|
10,373,285 |
|
1,858,568 |
|
2,218,429 |
|
12,547,507 |
|
12,960,623 |
|
16,576,961 |
|
15,538,736 |
Shareholders’ equity |
4,346,381 |
|
6,691,205 |
|
9,317,750 |
|
10,377,796 |
|
1,890,333 |
|
2,306,238 |
|
14,731,244 |
|
15,671,353 |
|
16,999,193 |
|
16,174,619 |
Summary - Statement of profit or loss and statement of other comprehensive income:
|
Cosan Dez |
|
Cosan Nove |
|
Moove |
|
Rumo |
|
Radar |
||||||||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Net revenue |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,064,286 |
|
1,013,446 |
|
1,441,809 |
|
743,411 |
Income before taxes |
1,556,754 |
|
1,396,633 |
|
(1,078,773) |
|
1,005,640 |
|
394,309 |
|
207,982 |
|
(863,209) |
|
769,233 |
|
1,936,036 |
|
2,820,202 |
Income tax |
(15,863) |
|
(2,301) |
|
(271) |
|
(5,892) |
|
— |
|
— |
|
(96,038) |
|
(49,569) |
|
(130,285) |
|
(147,636) |
Result for the year |
1,540,891 |
|
1,394,332 |
|
(1,079,044) |
|
999,748 |
|
394,309 |
|
207,982 |
|
(959,247) |
|
719,664 |
|
1,805,751 |
|
2,672,566 |
Other comprehensive results |
(122,246) |
|
1,957 |
|
76,229 |
|
(54,731) |
|
86,760 |
|
(262,473) |
|
1,300 |
|
1,011 |
|
— |
|
— |
Total comprehensive results |
1,418,645 |
|
1,396,289 |
|
(1,002,815) |
|
945,017 |
|
481,069 |
|
(54,491) |
|
(957,947) |
|
720,675 |
|
1,805,751 |
|
2,672,566 |
Comprehensive income attributable to non-controlling shareholders |
(34,229) |
|
454 |
|
25,796 |
|
(14,728) |
|
26,028 |
|
(78,742) |
|
904 |
|
704 |
|
— |
|
— |
Dividends paid |
1,667,187 |
|
372,772 |
|
— |
|
571,261 |
|
(900,000) |
|
— |
|
(170,817) |
|
122,231 |
|
917,530 |
|
530,576 |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
Summary - Statement of Cash Flows:
|
Cosan Dez |
|
Cosan Nove |
|
Moove |
|
Rumo |
|
Radar |
||||||||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Cash (generated (used in) in operating activities |
35,059 |
|
(176) |
|
3,390 |
|
14,941 |
|
(3,079) |
|
(359) |
|
469,310 |
|
674,137 |
|
999,607 |
|
626,057 |
Cash (generated (used in) in investing activities |
2,366,296 |
|
757,196 |
|
63,262 |
|
555,408 |
|
896,369 |
|
(5,683) |
|
(487,467) |
|
(175,273) |
|
22,667 |
|
(30,681) |
Cash generated (used in) in financing activities |
(2,770,208) |
|
(372,772) |
|
(65,000) |
|
(571,261) |
|
(900,000) |
|
7,976 |
|
(692,256) |
|
445,843 |
|
(1,029,179) |
|
(581,012) |
Reduction of cash and cash equivalents |
(368,853) |
|
384,248 |
|
1,652 |
|
(912) |
|
(6,710) |
|
1,934 |
|
(710,413) |
|
944,707 |
|
(6,905) |
|
14,364 |
Cash and cash equivalents at the beginning of the year |
386,262 |
|
2,014 |
|
1,809 |
|
2,721 |
|
1,858 |
|
— |
|
3,114,042 |
|
2,169,335 |
|
39,946 |
|
25,582 |
Effect of FX variation on thecash balance and cash equivalents |
— |
|
— |
|
— |
|
— |
|
5,655 |
|
(76) |
|
— |
|
— |
|
— |
|
— |
Cash and cash equivalents at the end of the year |
17,409 |
|
386,262 |
|
3,461 |
|
1,809 |
|
803 |
|
1,858 |
|
2,403,629 |
|
3,114,042 |
|
33,041 |
|
39,946 |
Accounting policy: An associate is an entity over which the Company exercises significant influence and which is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in decisions on the financial and operating policies of the investee, without exercising individual or joint control over these policies. The results, assets and liabilities of associates are incorporated into these financial statements using the equity method, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5/CPC 31. Under the equity method, the investment in an associate is initially recognized at cost. The book value of the investment is adjusted for the purpose of recognizing changes in the Company's interest in the equity of the associate from the date of acquisition. The goodwill relating to the associate is included in the carrying amount of the investment and is neither amortized nor tested separately for impairment. Consequently, reversals of impairments may include the reversal of goodwill impairments. Impairments and reversals are presented together with the item “Equity” in the statement of profit or loss for the year. The Company discontinues the use of the equity method from the date on which the investment ceases to be an associate. When a Company holds an interest in a former associate and that interest is a financial asset, the Company measures the interest held at fair value on the basis of the data, and that fair value is considered to be its fair value at initial recognition. The difference between the carrying amount of the associate at the date on which the use of the equity method is discontinued and the fair value of any interest held, as well as any proceeds from the partial disposal of the interest in the associate, are included in determining the gain or loss on disposal of the associate. In addition, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets and liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income by the associate is reclassified to profit or loss upon disposal of the corresponding assets and liabilities, the Company reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the associate is disposed of. Transactions between associates and their non-controlling shareholders that affect equity are recognized by the equity method in the Company's profit or loss. The associate's financial projections are prepared for the same reporting period as the Company. When necessary, adjustments are made so that the accounting policies are audited with the Company. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
On November 30, 2023, the Company obtained sufficient evidence to demonstrate its ability to exercise significant influence over Vale's policies and operations. This evidence consisted of the participation of the member appointed by Cosan to Vale's Board of Directors in the policy-making process, including decisions on dividends and other distributions. Consequently, from that date onwards, Cosan considered Vale to be an associated company, recording the investment using the equity method.
a) Summarized financial position:
The following table summarizes the financial information of the associate.
Fair value |
12/31/2024 |
12/31/2023 |
|
Current assets |
83,476,000 |
71,488,000 |
|
Non-current assets held for sale |
— |
19,041,000 |
|
Non-current assets |
601,493,249 |
559,608,737 |
|
Current liabilities |
82,297,159 |
69,424,316 |
|
Liabilities related to assets held for sale |
— |
2,714,000 |
|
Non-current liabilities |
247,509,879 |
234,756,474 |
|
Revenue |
206,005,000 |
208,066,000 |
|
Profits and losses from continuing operations |
27,848,043 |
40,554 |
|
Other comprehensive income |
6,474,000 |
(2,467,000) |
|
Total comprehensive income |
34,322,043 |
38,087,000 |
|
Equity |
338,900,211 |
326,980,947 |
|
Cosan’s share in equity |
4.15% |
4.90% |
|
Equity interest of Cosan’s Investment |
14,064,359 |
16,022,066 |
Equity method |
12/31/2024 |
12/31/2023 (i) |
|
Profit for the period |
31,592,400 |
2,189,734 |
|
Cosan's share in equity |
4.15% |
4.90% |
|
Cosan's share of year |
1,311,085 |
107,297 |
|
Amortization of fair value adjustments |
107,193 |
(11,222) |
|
Other equity effects |
106,049 |
— |
|
Equity in earnings |
1,524,327 |
96,075 |
(i) | Equity in earnings related to the one-month period since the Company obtained significant influence at Vale on November 30, 2023. |
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
b) Impairment test of investment in Vale
The Company periodically monitors its investments for the need to recognize impairment losses, in line with IAS 28/CPC 18.
During the year ended December 31, 2024, the Company identified a prolonged and significant loss of its investment in Vale, observing the variation in Vale's share price. Thus, in accordance with the requirements of IAS 28:41A to 41C/ CPC 18:41A to 41C, the Company performed the impairment test of its investment in Vale on December 31, 2024, recognizing a provision for impairment losses in the amount of R$4,672,396, as shown below:
Vale S.A. |
|
Quantity held by Cosan on December 31, 2024 |
177,342,515 |
Recoverable value |
9,112,136 |
Book value |
13,784,532 |
Provision for impairment loss |
(4,672,396) |
The fair value of the investment on December 31, 2024 for the recognition of the provision for impairment considers the share price adjusted by sales costs which are (i) discount rate, and (ii) structuring fee, considering a sale via auction on B3 through the Book of Block Trade (“BBT”) operation.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: A joint venture is an agreement whereby the parties that have joint control of the agreement have rights to the net assets of the agreement. The Company has an investment in a joint venture shown in the statement of financial position as the share of net assets under the equity method of accounting, less any impairment losses. If applicable, adjustments are made to align any different accounting policies that may exist. The Company’s share of the results and shareholder’s equity of the joint venture is included in the statement of profit or loss and other comprehensive income statement of changes in equity, respectively. Unrealized gains and losses resulting from transactions between the Company and its joint venture are eliminated to the extent of the Company’s investment in the joint venture, except where unrealized losses provide evidence of an impairment of the transferred asset. Goodwill arising from the acquisition of joint venture is included as part of the Company’s investment in the joint venture and, when necessary, the carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount (whichever is higher between the value in use and fair value less costs of disposal) with its carrying amount. The investment in joint venture is considered as non-current assets and are shown at cost less any impairment losses. When an investment in a joint venture is classified as held for sale, it is accounted for in accordance with CPC 31/IFRS 5. |
The movements in investment in jointly controlled entities in the parent company were as follows:
|
Raízen S.A. |
|
Radar Gestão de Invest. S.A. |
|
Total |
Shares issued by the joint ventures |
10,352,509,484 |
|
24,800,000 |
|
|
Shares held by Cosan |
517,625,474 |
|
12,400,000 |
|
|
Cosan ownership interest |
5.01% |
|
50.00% |
|
|
|
|
|
|
|
|
Balance as of January 1, 2024 |
1,320,592 |
|
— |
|
1,320,592 |
Interest in earnings of joint ventures |
(138,430) |
|
(3,731) |
|
(142,161) |
Asset and liability valuation adjustments |
15,897 |
|
— |
|
15,897 |
Capital increase |
— |
|
12,337 |
|
12,337 |
Dividends |
(13,593) |
|
— |
|
(13,593) |
Balance as of December 31, 2024 |
1,184,466 |
|
8,606 |
|
1,193,072 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The movements in the investment in subsidiaries together in the consolidated were as follows:
|
Raízen S.A. |
|
Terminal Alvorada S.A |
|
Radar Gestão de Invest. S.A. |
|
Total |
Shares issued by the joint venture |
10,352,509,484 |
|
100,197,076 |
|
24,800,000 |
|
|
Shares held by Cosan |
4,557,597,117 |
|
50,098,538 |
|
12,400,000 |
|
|
|
|
|
|
|
|
|
|
Cosan ownership interest |
5.01% |
|
50.00% |
|
50.00% |
|
|
Percentage of indirect interest (Cosan Nove) |
25.86% |
|
— |
|
— |
|
|
Total (i) |
30.87% |
|
50.00% |
|
50.00% |
|
|
Balance as of January 1, 2023 |
11,221,356 |
|
— |
|
— |
|
11,221,356 |
Interest in earnings of joint ventures |
1,694,679 |
|
1,266 |
|
— |
|
1,695,945 |
Asset and liability valuation adjustment |
(7,428) |
|
— |
|
— |
|
(7,428) |
Capital increase |
— |
|
47,300 |
|
— |
|
47,300 |
Dividends |
(1,214,731) |
|
— |
|
— |
|
(1,214,731) |
Balance as of December 31, 2023 |
11,693,876 |
|
48,566 |
|
— |
|
11,742,442 |
Interest in earnings of joint ventures |
(1,218,804) |
|
(7,445) |
|
(3,731) |
|
(1,229,980) |
Asset and liability valuation adjustments |
139,892 |
|
— |
|
— |
|
139,892 |
Capital increase (ii) |
— |
|
— |
|
12,337 |
|
12,337 |
Dividends |
(119,647) |
|
— |
|
— |
|
(119,647) |
Balance as of December 31, 2024 |
10,495,317 |
|
41,121 |
|
8,606 |
|
10,545,044 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Raízen S.A.
(i) | The Company's total interest in Raízen S.A. is made up of 5.01% direct interest and 39.09% indirect interest through Cosan Nove. The disclosed percentage of 25.86% refers to the economic benefit calculated by the result of Cosan S.A.'s participation in its subsidiary Cosan Nove of 66.16% multiplied by the interest of 39.09%. For the Company's consolidated information, direct and indirect interests are added together and the impact relating to the interest of non-controlling shareholders in Cosan Nove is shown in the result line attributed to non-controlling shareholders. |
The joint venture’s statement of financial position and statement of profit or loss are disclosed in the explanatory note 4 - Information by segment.
As of December 31, 2024, the Company was in compliance with the covenants of the agreement governing the joint venture.
Radar Gestão de Investimentos S.A.
(i) | Throughout the year of 2024, the Company contributed R$12,337 for the formation of the Radar Gestão de Invest join venture. S.A. with Nuveen Natural Capital Latam Gestora de Ativos Ltda, whose objective is the management and administration of real estate property in the Radar segment. |
Accounting policy:
Reduction to recoverable amount The recoverable amount is determined through value in use calculations, using the discounted cash flow determined by Management based on budgets that take into account the assumptions related to each business, using information available in the market and past performance. Discounted cash flows were prepared over a ten-year period and carried forward in perpetuity without considering an actual growth rate. Management understands the use of periods greater than five years in the preparation of discounted cash flows is appropriate for the purpose of calculating the recoverable amount, because it reflects the estimated time of use of the asset and of the business groups. The Company reviews impairment indicators for intangible assets with defined useful lives and fixed assets on an annual basis. In addition, goodwill and intangible assets with an indefinite useful life are subjected to an impairment test. An impairment occurs when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, which is the greater of its fair value less costs to sell and its value in use. The assumptions used in discounted cash flow projections - estimates of future business performance, cash generation, long-term growth, and discount rates - are utilized in our assessment of impairment of assets as of the date of the financial position. No plausible change to central assumptions would be harmful. The primary assumptions used to determine the recoverable value of the various cash-generating units to which goodwill is allocated are described in the following section. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy:
Identification and evaluation Cost, less accumulated depreciation and any accumulated impairment losses is used to value Property, Plant and Equipment. Subsequent expenditures are only capitalized when it is probable that the associated future economic benefits will accrue to the company. Ongoing repairs and maintenance expenses are recorded as they are incurred. Depreciated from the date of availability for use or, for constructed assets, from the date of completion and readiness for use. Unless it is capitalized as part of the cost of another asset, depreciation is calculated on the book value of Property, Plant and Equipment less estimated residual values using the straight-line method over its estimated useful life and recognized in profit or loss. Land is not depreciated. Methods of depreciation, such as useful lives and residual values, are reviewed at the end of each fiscal year or when there is a significant change without an expected consumption pattern, such as a relevant incident or technical obsolescence. If applicable, any adjustments are recorded as changes to accounting estimates. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: |
Buildings and improvements |
4% - 5% |
||
Machinery equipment and installations |
8% - 11% |
||
Furniture and fixtures |
10% - 15% |
||
Wagons |
2.9% - 6% |
||
Locomotives |
3.3% - 8% |
||
Permanent ways |
3% - 4% |
||
IT equipment |
20% |
||
Other |
10% - 20% |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of carrying amount:
|
Consolidated |
|
Parent Company |
||||||||||||
|
Land, buildings and improvements |
|
Machines, equipment and installations |
|
Wagons and locomotives (i) |
|
Permanent railways |
|
Construction in progress |
|
Other assets |
|
Total |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
2,135,403 |
|
1,942,798 |
|
7,994,336 |
|
10,416,500 |
|
4,315,087 |
|
720,953 |
|
27,525,077 |
|
82,094 |
Additions |
11,356 |
|
18,671 |
|
898 |
|
710 |
|
4,577,377 |
|
15,497 |
|
4,624,509 |
|
1,380 |
Write-offs |
(199,080) |
|
(34,872) |
|
(118,414) |
|
(116,957) |
|
(2,157) |
|
(16,961) |
|
(488,441) |
|
— |
Transfers |
281,621 |
|
196,158 |
|
821,701 |
|
2,552,077 |
|
(3,710,146) |
|
33,451 |
|
174,862 |
|
(28) |
Exchange differences |
(11,626) |
|
(23,492) |
|
— |
|
— |
|
1,944 |
|
(13,668) |
|
(46,842) |
|
— |
Assets held for sale |
(89) |
|
— |
|
— |
|
— |
|
(396,150) |
|
(535) |
|
(396,774) |
|
— |
Balance as of December 31, 2023 |
2,217,585 |
|
2,099,263 |
|
8,698,521 |
|
12,852,330 |
|
4,785,955 |
|
738,737 |
|
31,392,391 |
|
83,446 |
Additions |
5,626 |
|
3,787 |
|
— |
|
— |
|
6,673,050 |
|
4,657 |
|
6,687,120 |
|
7,523 |
Write-offs |
(9,310) |
|
(81,099) |
|
(519,465) |
|
(209,845) |
|
(11,116) |
|
(46,538) |
|
(877,373) |
|
(24) |
Transfers (ii) |
299,824 |
|
1,823,557 |
|
997,886 |
|
1,171,698 |
|
(4,371,472) |
|
48,655 |
|
(29,852) |
|
(16) |
Impairment |
— |
|
— |
|
— |
|
— |
|
(6,155) |
|
— |
|
(6,155) |
|
— |
Exchange differences |
54,373 |
|
101,257 |
|
— |
|
— |
|
10,534 |
|
67,187 |
|
233,351 |
|
— |
Balance as of December 31, 2024 |
2,568,098 |
|
3,946,765 |
|
9,176,942 |
|
13,814,183 |
|
7,080,796 |
|
812,698 |
|
37,399,482 |
|
90,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
(522,048) |
|
(749,237) |
|
(3,357,319) |
|
(3,762,623) |
|
(13,379) |
|
(172,035) |
|
(8,576,641) |
|
(36,050) |
Additions |
(76,599) |
|
(183,965) |
|
(613,033) |
|
(806,398) |
|
— |
|
(74,695) |
|
(1,754,690) |
|
(7,579) |
Transfers |
(49,649) |
|
5,476 |
|
(6,838) |
|
(31,199) |
|
— |
|
(45) |
|
(82,255) |
|
— |
Write-offs |
17,769 |
|
14,870 |
|
110,237 |
|
89,725 |
|
— |
|
15,192 |
|
247,793 |
|
— |
Exchange differences |
3,536 |
|
4,684 |
|
— |
|
— |
|
— |
|
3,775 |
|
11,995 |
|
— |
Assets held for sale |
40 |
|
937 |
|
— |
|
— |
|
— |
|
404 |
|
1,381 |
|
— |
Balance as of December 31, 2023 |
(626,951) |
|
(907,235) |
|
(3,866,953) |
|
(4,510,495) |
|
(13,379) |
|
(227,404) |
|
(10,152,417) |
|
(43,629) |
Additions |
(57,606) |
|
(222,846) |
|
(627,303) |
|
(938,312) |
|
— |
|
(66,861) |
|
(1,912,928) |
|
(8,269) |
Write-offs |
4,041 |
|
73,206 |
|
457,597 |
|
5,099 |
|
— |
|
37,199 |
|
577,142 |
|
7 |
Transfers (ii) |
5,401 |
|
(6,881) |
|
(23,170) |
|
— |
|
— |
|
2,182 |
|
(22,468) |
|
— |
Exchange differences |
(15,028) |
|
(41,044) |
|
— |
|
— |
|
— |
|
(35,840) |
|
(91,912) |
|
— |
Impairment |
— |
|
(213,621) |
|
(891,604) |
|
(1,267,439) |
|
(401,513) |
|
(3,706) |
|
(2,777,883) |
|
— |
Balance as of December 31, 2024 |
(690,143) |
|
(1,318,421) |
|
(4,951,433) |
|
(6,711,147) |
|
(414,892) |
|
(294,430) |
|
(14,380,466) |
|
(51,891) |
Balance as of December 31, 2023 |
1,590,634 |
|
1,192,028 |
|
4,831,568 |
|
8,341,835 |
|
4,772,576 |
|
511,333 |
|
21,239,974 |
|
39,817 |
Balance as of December 31, 2024 |
1,877,955 |
|
2,628,344 |
|
4,225,509 |
|
7,103,036 |
|
6,665,904 |
|
518,268 |
|
23,019,016 |
|
39,038 |
(i) | On December 31, 2024, assets, mainly wagons and locomotives, at a cost of R$1,390,404 (R$1,390,404 on December 31, 2023), were pledged as collateral to secure bank loans. |
(ii) | Transfers from property, plant and equipment because of the capitalization and other reclassifications of these assets. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
b) Capitalization of borrowing costs
In the year ended December 31, 2024, the borrowing costs capitalized by the subsidiary Rumo were R$95,138 at an average rate of 11.80% (R$41,304 and 12.30% p.a. on December 31, 2023), while in the indirect subsidiary TRSP the capitalized costs were R$39,617 at a weighted average rate of 7.36% p.a. (R$98,214 and 8.87% p.a. in the year December 31, 2023).
c) Provision for write-off of assets and impairment loss of indirect subsidiary Rumo Malha Sul
As mentioned in Note 2, the subsidiary Rumo identified the residual value of the assets with traffic directly interrupted by the weather events and provisioned the amount of R$182,041, considering that the assets were destroyed or their use was made impossible for an indefinite period.
The extent of the damage raises uncertainties about the process of renewing the concession, which initially expires in February 2027, although Rumo continues to make its best efforts in this regard.
In this context, in the quarter ended June 30, 2024 and in accordance with Circular Letter No. 01/2024-CVM/SNC/SEP, Management identified the existence of indications that led it to perform the recoverability test of the non-current assets (property, plant and equipment, intangibles and rights of use) of the cash generating unit (“CGU”) of Rumo's subsidiary, Rumo Malha Sul, considering the event described above and the term of use of the assets.
At the time, the value in use of the cash-generating unit was estimated at R$980,352, lower than the book value of its fixed assets, intangibles and rights of use, and a provision for impairment was set up.
On December 31, 2024, the indicators identified were still present. The company carried out a new test, with the value in use estimated at R$633,943 and the provision increased by R$465,364.
The provisions for impairment realized in the year, in the amount of R$2,967,203, were allocated as follows: R$2,777,884 in Property, plant and equipment, R$4,435 in Intangible assets (note 11.2) and R$184,884 in Right of use (note 11.4).
The recoverable value of the unit was determined based on its value in use, obtained by discounted cash flow, based on updated projections approved by management. The main assumptions were:
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: a) Goodwill Goodwill is initially recognized in accordance with the accounting policy for business combinations (see Note 9.2). Its value is determined by deducting accumulated impairment losses from its cost. Goodwill acquired in a business combination is assigned to the Company's CGUs or groups of CGUs that are anticipated to benefit from the synergies created by the business combination. b) Other intangible assets Other acquired intangible assets with a short useful life are measured at cost, less accumulated amortization and any accumulated impairment losses. c) Customer relationships Costs incurred in developing gas systems for new customers (including pipelines, valves, and other equipment) are considered intangible assets and amortized over the contract's term. The costs associated with the customer portfolio and right-of-use and operation contracts are considered as intangible assets and amortized over the contract's term. d) Concession rights Some subsidiaries of the Cosan group have public concession contracts for the gas distribution service in which the Granting Authority controls which services will be provided and the price, in addition to holding significant participation in the infrastructure at the end of the concession. These concession contracts represent the right to charge users for gas supply during the contract term. Thus, the subsidiaries recognize this right as an intangible. The assets acquired or constructed underlying the concession necessary for the distribution of gas are amortized to correspond to the period in which the future economic benefits of the asset are expected to be reverted to the subsidiaries, or the final term of the concession, whatever happens first. This period reflects the economic life of each of the underlying assets that make up the concession. This economic service life is also used by regulatory bodies to determine the basis of measurement of the tariff for the provision of the services object of the concession. The amortization is recognized by the linear method and reflects the expected standard for the use of future economic benefits, which corresponds to the useful life of the assets that make up the infrastructure according to the provisions of the regulatory body. The amortization of assets is discontinued when the respective asset is used or downloaded in full and is no longer included in the basis of calculation of the tariff for the provision of concession services, whichever occurs first. e) Railway concession rights Railway concession rights were fully allocated to the Rumo Malha Norte concession and amortized in a straight-line basis. f) Port authorization and license The license that authorizes the installation of a private port terminal, with no expiration date as long as the property is used for this purpose. g) Contract of supply The amortization of biogas supply contracts is related to the term of each contract and is conditional on the start of operations. h) Subsequent expenses Subsequent expenses are capitalized only if they increase the future economic benefits embodied in the particular asset to which they pertain. All other expenses are recorded in profit or loss as incurred. i) Amortization Except for goodwill and intangible assets with indefinite useful life, intangible assets are amortized using a straight-line method over their estimated useful lives, beginning on the date they are acquired or made available for use. j) Assets with an indefinite useful life Intangible assets with an indefinite useful life are not amortized, but are tested annually for impairment losses. This sub-group is made up of goodwill and trademarks and patents. The Company expects these brands and patents to generate positive cash flows for as long as the Company retains ownership, contributing indefinitely to its cash flows since they are consolidated brands in the markets in which they are present. At each reporting date, the depreciation methods, useful lives, and residual values are evaluated and adjusted as necessary. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Consolidated |
|
Parent Company |
||||||||||||||
|
Goodwill |
|
Concession right |
|
Licenses |
|
Brands and patents |
|
Customer relationships |
|
Other |
|
Supply Agreement |
|
Total |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
1,460,072 |
|
22,899,744 |
|
500,093 |
|
163,923 |
|
2,827,984 |
|
559,658 |
|
— |
|
28,411,474 |
|
16,906 |
Additions |
4,731 |
|
— |
|
— |
|
— |
|
121,806 |
|
67,600 |
|
— |
|
194,137 |
|
5,422 |
Write-offs |
— |
|
(62,272) |
|
— |
|
— |
|
(64) |
|
(2,075) |
|
— |
|
(64,411) |
|
— |
Transfers |
— |
|
1,460,012 |
|
183,996 |
|
— |
|
(219,318) |
|
14,067 |
|
— |
|
1,438,757 |
|
28 |
Exchange differences |
(42,012) |
|
— |
|
(4,451) |
|
(8,443) |
|
(97,642) |
|
5,315 |
|
— |
|
(147,233) |
|
— |
Assets held for sale |
(30,817) |
|
— |
|
(436,594) |
|
— |
|
(1,819) |
|
(17,060) |
|
— |
|
(486,290) |
|
— |
Business combination |
— |
|
— |
|
— |
|
— |
|
— |
|
7,875 |
|
574,363 |
|
582,238 |
|
— |
Balance as of December 31, 2023 |
1,391,974 |
|
24,297,484 |
|
243,044 |
|
155,480 |
|
2,630,947 |
|
635,380 |
|
574,363 |
|
29,928,672 |
|
22,356 |
Additions |
— |
|
12,088 |
|
— |
|
— |
|
87,146 |
|
90,575 |
|
— |
|
189,809 |
|
4,485 |
Write-offs |
— |
|
(141,588) |
|
— |
|
— |
|
(81) |
|
(5,814) |
|
— |
|
(147,483) |
|
— |
Business combination |
7,824 |
|
3,296,505 |
|
— |
|
1,249 |
|
19,313 |
|
— |
|
— |
|
3,324,891 |
|
— |
Transfers (i) |
— |
|
1,431,644 |
|
(3,235) |
|
— |
|
(17) |
|
41,662 |
|
— |
|
1,470,054 |
|
16 |
Assets held for sale |
185,223 |
|
11,500 |
|
28,403 |
|
39,341 |
|
341,454 |
|
25,940 |
|
— |
|
631,861 |
|
— |
Balance as of December 31, 2024 |
1,585,021 |
|
28,907,633 |
|
268,212 |
|
196,070 |
|
3,078,762 |
|
787,743 |
|
574,363 |
|
35,397,804 |
|
26,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
— |
|
(4,652,963) |
|
(19,194) |
|
(9,201) |
|
(1,170,494) |
|
(437,680) |
|
— |
|
(6,289,532) |
|
(14,659) |
Additions |
— |
|
(861,103) |
|
(6,969) |
|
— |
|
(196,995) |
|
(28,436) |
|
— |
|
(1,093,503) |
|
(834) |
Write-offs |
— |
|
37,148 |
|
— |
|
— |
|
2 |
|
71 |
|
— |
|
37,221 |
|
— |
Transfers (i) |
— |
|
— |
|
(37,209) |
|
— |
|
75,265 |
|
19,873 |
|
— |
|
57,929 |
|
— |
Exchange differences |
— |
|
— |
|
156 |
|
— |
|
2,453 |
|
1,526 |
|
— |
|
4,135 |
|
— |
Assets held for sale |
— |
|
— |
|
— |
|
— |
|
1,213 |
|
4,152 |
|
— |
|
5,365 |
|
— |
Balance as of December 31, 2023 |
— |
|
(5,476,918) |
|
(63,216) |
|
(9,201) |
|
(1,288,556) |
|
(440,494) |
|
— |
|
(7,278,385) |
|
(15,493) |
Additions |
— |
|
(960,471) |
|
(6,978) |
|
— |
|
(364,926) |
|
(44,359) |
|
— |
|
(1,376,734) |
|
(1,491) |
Write-offs |
— |
|
87,433 |
|
— |
|
— |
|
— |
|
659 |
|
— |
|
88,092 |
|
— |
Business combination |
— |
|
(391,372) |
|
— |
|
— |
|
— |
|
3,264 |
|
— |
|
(388,108) |
|
— |
Transfers (i) |
— |
|
— |
|
— |
|
— |
|
— |
|
(762) |
|
— |
|
(762) |
|
— |
Exchange differences |
— |
|
(11,500) |
|
(9,674) |
|
— |
|
(82,913) |
|
(2,597) |
|
— |
|
(106,684) |
|
— |
Impairment |
— |
|
— |
|
— |
|
— |
|
— |
|
(4,438) |
|
— |
|
(4,438) |
|
— |
Balance as of December 31, 2024 |
— |
|
(6,752,828) |
|
(79,868) |
|
(9,201) |
|
(1,736,395) |
|
(488,727) |
|
— |
|
(9,067,019) |
|
(16,984) |
Balance as of December 31, 2023 |
1,391,974 |
|
18,820,566 |
|
179,828 |
|
146,279 |
|
1,342,391 |
|
194,886 |
|
574,363 |
|
22,650,287 |
|
6,863 |
Balance as of December 31, 2024 |
1,585,021 |
|
22,154,805 |
|
188,344 |
|
186,869 |
|
1,342,367 |
|
299,016 |
|
574,363 |
|
26,330,785 |
|
9,873 |
(i) | The number of transfers also includes a portion of R$152,137 of intangible assets that was reclassified to financial assets (R$103,084, fiscal year ended December 31, 2023). Additionally, it includes the amount of R$4,660 transferred from fixed assets. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Amortization methods and useful lives:
Intangible assets (except goodwill) |
|
Annual amortization rate |
12/31/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
Concession rights: |
|
|
|
|
|
|
Compass (i) |
|
From 3.54% to 4.58% |
15,762,227 |
|
12,307,964 |
|
Rumo (ii) |
|
1.59% |
6,392,578 |
|
6,512,602 |
|
|
|
|
22,154,805 |
|
18,820,566 |
|
|
|
|
|
|
|
|
Licenses and authorizations |
|
|
|
|
|
|
Port operation license |
|
3.70% |
44,375 |
|
47,610 |
|
Moove |
|
5.00% |
143,969 |
|
132,218 |
|
|
|
|
188,344 |
|
179,828 |
|
|
|
|
|
|
|
|
Brands and patents: |
|
|
|
|
|
|
Comma |
|
Indefinity |
59,255 |
|
47,015 |
|
Petrochoice (iii) |
|
Indefinity |
125,175 |
|
96,826 |
|
Tirreno (iii) |
|
Indefinity |
2,439 |
|
2,438 |
|
|
|
|
186,869 |
|
146,279 |
|
|
|
|
|
|
|
|
Customers relationship |
|
|
|
|
|
|
Compass |
|
20.00% |
234,533 |
|
280,111 |
|
Moove (iii) |
|
5% to 30% |
1,107,834 |
|
1,062,280 |
|
|
|
|
1,342,367 |
|
1,342,391 |
|
|
|
|
|
|
|
|
Contract of supply |
|
|
|
|
|
|
Compass |
|
5.00% |
574,363 |
|
574,363 |
|
|
|
|
574,363 |
|
574,363 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Software license |
|
20.00% |
220,084 |
|
90,162 |
|
Other |
|
20.00% |
78,932 |
|
104,724 |
|
|
|
|
299,016 |
|
194,886 |
|
|
|
|
|
|
|
|
Total |
|
|
24,745,764 |
|
21,258,313 |
The Company's intangible assets are composed of:
(i) | Gas Distribution Concession Right: Intangible asset of the public gas distribution service concession, which represents the right to charge users for the supply of gas, composed of: (a) the concession rights recognized in the business combination and (b) the concession assets; |
(ii) | Railway Concession Right: Referring to Rumo's railway concession contract. The amount will be amortized until the end of the concession in 2079; |
(iii) | Authorization: Authorization for: (a) lubrication and contamination control solutions, (b) production and sale of lubricating oils, additives and fluids. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
b) Goodwill paid for expected future profitability and intangibles with an indefinite useful life
Below we show the carrying amount of goodwill and intangible assets with indefinite useful lives allocated to each of the cash generating units:
|
|
12/31/2024 |
|
12/31/2023 |
||||
|
|
Goodwill |
|
Brands and patents |
|
Goodwill |
|
Brands and patents |
UGC Moove |
|
1,447,300 |
|
186,869 |
|
1,254,253 |
|
146,279 |
UGC Compass |
|
100,192 |
|
— |
|
100,192 |
|
— |
UGC Rumo |
|
37,529 |
|
— |
|
37,529 |
|
— |
|
|
1,585,021 |
|
186,869 |
|
1,391,974 |
|
146,279 |
In general, future cash flow projections for the Company assume growth rates of 3.55% (3.50% on December 31, 2023), which are neither higher nor greater than the long-term average growth rates for the sector and country in particular.
To determine the present value of cash flows, a pre-tax discount rate is utilized. Before taxes and in nominal terms, discount rates ranged between 10.90% and 13.43% (between 11.80% and 12.40% on December 31, 2023).
The main assumptions for the first part of the financial model consider inflation and GDP by region where the CGU is located, plus the Cosan Group's strategies and market opportunities. For the remaining years of the model, the main assumptions relate to inflation and market expansion. The discount rate used is the weighted average cost of capital, or “WACC”, for which the main assumptions are risk-free rate (return rate of an investment without risk of loss), market risk premium (excess return earned by an investment in the stock market at a risk-free rate) and inflation. Most assumptions are obtained from external sources of information.
Future cash flows were constructed considering the following factors: (i) EBITDA for the cash-generating unit, adjusted for other relevant operating cash items and recurring capital expenditures; (ii) the Cosan Group discount rate (WACC) before taxes; and (iii) a growth rate calculated using the inflation index by region.
The annual impairment test utilized the following assumptions:
Premises |
|
% Yearly |
Risk-free rate (T-Note 10y) |
|
3.76% |
Inflation (BR) |
|
3.81% |
Inflation (US) |
|
2.18% |
Inflation (UK) |
|
1.90% |
Country risk premium (BR) |
|
3.34% |
Country risk premium (UK) |
|
0.80% |
Country risk premium (ARG) |
|
16.01% |
Market risk premium |
|
4.00% |
Tax rate (BR) |
|
34.00% |
Tax rate (UK) |
|
25.00% |
Tax rate (ARG) |
|
35.00% |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Determining the recoverability of assets depends on certain key assumptions that are influenced by the market, technological, and economic conditions prevailing at the time this recovery is tested; therefore, it is not possible to predict whether there will be future losses due to a reduction in recoverability and, if so, whether they would be material.
Except for the provisions presented in Notes 9.4.b and 11.1.c, the Company did not identify any additional indicators of impairment during the year ended December 31, 2024, so no impairment test was required for property, plant and equipment, right-of-use and intangible assets with defined useful lives.
Accounting policy
Contract assets are measured based on their acquisition cost, which includes capitalized borrowing costs. The depreciable amounts in the concession contract are transferred to intangible assets when the assets are put into operation. The indirect affiliate Comgás reassesses the useful life, and whenever this assessment reveals that the amortization period will exceed the term of the concession agreement, a portion of the asset is converted into a financial asset because it represents a receivable from the granting authority. This classification follows IFRIC 12 - Concession Agreements. |
|
Compass |
|
Moove |
|
Total |
Balance as of January 1, 2023 |
1,110,335 |
|
8,380 |
|
1,118,715 |
Additions |
1,494,142 |
|
33,952 |
|
1,528,094 |
Write-offs |
— |
|
(31,648) |
|
(31,648) |
Transfers |
(1,563,056) |
|
— |
|
(1,563,056) |
Balance as of December 31, 2023 |
1,041,421 |
|
10,684 |
|
1,052,105 |
Additions |
1,602,284 |
|
16,564 |
|
1,618,848 |
Write-offs |
(4,650) |
|
(22,881) |
|
(27,531) |
Transfers (i) |
(1,585,219) |
|
— |
|
(1,585,219) |
Business combination |
56,627 |
|
— |
|
56,627 |
Balance as of December 31, 2024 |
1,110,463 |
|
4,367 |
|
1,114,830 |
(i) | The amount of the transfers also includes a portion of the intangible asset that was reclassified as a financial asset. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
During the year ended December 31, 2024, through its subsidiaries, R$127,399 was added related to the capitalization of internally generated labor (R$126,522 in the year ended December 31, 2023), through the capitalization of labor.
a) Capitalization of borrowing costs
During the year ended December 31, 2024, the indirect subsidiary Comgás capitalized R$78,980 at a weighted average rate of 10.47% p.a. (R$82,441 at 12.70% p.a. in the year ended December 31, 2023).
During the year ended December 31, 2024, the indirect subsidiary Sulgás capitalized R$2,908 at a weighted average rate of 5.81% p.a. (R$973 at 5.81% p.a. in the year ended December 31, 2023).
Accounting policy: The right-of-use asset is initially measured at cost, which includes:
The right-of-use asset is then depreciated on a straight-line basis from the date of commencement until the end of the lease term, unless the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, or if the cost of the lease right-of-use asset reflects the likelihood that the lessee will exercise the purchase option. In this instance, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined in the same manner as property, plant, and equipment. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses, if any. The subsidiary Rumo evaluated its railway concessions within the scope of the interpretation IFRIC 12 / CPC 01 Concession Contracts and, since it did not meet the terms of this interpretation, recognizes its concession contracts as a right of use asset. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Consolidated |
|
Parent company |
||||||||||||||
|
Land, buildings and improvements |
|
Machine, equipment, and installations |
|
Wagons and locomotives |
|
Software |
|
Vehicles |
|
Floating storage and regasification |
|
Railway and port infrastructure |
|
Total |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
453,718 |
|
268,470 |
|
943,096 |
|
85,949 |
|
34,743 |
|
— |
|
7,961,141 |
|
9,747,117 |
|
37,901 |
Additions |
81,911 |
|
233,155 |
|
— |
|
— |
|
25,541 |
|
1,533,969 |
|
45,271 |
|
1,919,847 |
|
— |
Contractual readjustments |
17,917 |
|
3,426 |
|
332 |
|
— |
|
— |
|
— |
|
96,257 |
|
117,932 |
|
4,754 |
Write-offs |
(25,110) |
|
(7,084) |
|
— |
|
— |
|
— |
|
— |
|
(6,384) |
|
(38,578) |
|
— |
Transfers |
— |
|
34,742 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
34,742 |
|
— |
Exchange differences |
(11,347) |
|
(11,589) |
|
— |
|
— |
|
(120) |
|
— |
|
— |
|
(23,056) |
|
— |
Balance as of December 31, 2023 |
517,089 |
|
521,120 |
|
943,428 |
|
85,949 |
|
60,164 |
|
1,533,969 |
|
8,096,285 |
|
11,758,004 |
|
42,655 |
Additions |
54,516 |
|
62,354 |
|
4,420 |
|
— |
|
98,445 |
|
60,465 |
|
801,375 |
|
1,081,575 |
|
1,414 |
Contractual readjustments |
3,928 |
|
298 |
|
9,412 |
|
1,771 |
|
20 |
|
— |
|
82,927 |
|
98,356 |
|
10 |
Write-offs |
(14,196) |
|
(550) |
|
— |
|
— |
|
(190) |
|
— |
|
— |
|
(14,936) |
|
— |
Business combination (i) |
21,531 |
|
— |
|
— |
|
— |
|
2,626 |
|
— |
|
— |
|
24,157 |
|
— |
Exchange differences |
63,156 |
|
5,992 |
|
— |
|
— |
|
15,632 |
|
— |
|
— |
|
84,780 |
|
— |
Balance as of December 31, 2024 |
646,024 |
|
589,214 |
|
957,260 |
|
87,720 |
|
176,697 |
|
1,594,434 |
|
8,980,587 |
|
13,031,936 |
|
44,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2023 |
(125,497) |
|
(108,651) |
|
(434,208) |
|
(20,974) |
|
(21,723) |
|
— |
|
(1,023,195) |
|
(1,734,248) |
|
(14,869) |
Additions |
(74,850) |
|
(47,435) |
|
(34,347) |
|
(4,380) |
|
(13,128) |
|
(38,349) |
|
(320,280) |
|
(532,769) |
|
(5,586) |
Write-offs |
10,166 |
|
1,151 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
11,317 |
|
— |
Exchange differences |
2,913 |
|
8,187 |
|
— |
|
— |
|
114 |
|
— |
|
— |
|
11,214 |
|
— |
Balance as of December 31, 2023 |
(187,268) |
|
(146,748) |
|
(468,555) |
|
(25,354) |
|
(34,737) |
|
(38,349) |
|
(1,343,475) |
|
(2,244,486) |
|
(20,455) |
Additions |
(107,047) |
|
(59,510) |
|
(33,829) |
|
(4,499) |
|
(17,581) |
|
(78,030) |
|
(308,047) |
|
(608,543) |
|
(6,067) |
Write-offs |
3,610 |
|
247 |
|
(2,761) |
|
— |
|
1,872 |
|
— |
|
— |
|
2,968 |
|
— |
Exchange differences |
(25,523) |
|
(3,616) |
|
— |
|
— |
|
(3,473) |
|
— |
|
— |
|
(32,612) |
|
— |
Business combination (i) |
(4,902) |
|
— |
|
— |
|
— |
|
(726) |
|
— |
|
— |
|
(5,628) |
|
— |
Impairment |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(184,884) |
|
(184,884) |
|
— |
Balance as of December 31, 2024 |
(321,130) |
|
(209,627) |
|
(505,145) |
|
(29,853) |
|
(54,645) |
|
(116,379) |
|
(1,836,406) |
|
(3,073,185) |
|
(26,522) |
Balance as of December 31, 2023 |
329,821 |
|
374,372 |
|
474,873 |
|
60,595 |
|
25,427 |
|
1,495,620 |
|
6,752,810 |
|
9,513,518 |
|
22,200 |
Balance as of December 31, 2024 |
324,894 |
|
379,587 |
|
452,115 |
|
57,867 |
|
122,052 |
|
1,478,055 |
|
7,144,181 |
|
9,958,751 |
|
17,557 |
(i) | Right-of-use amounts identified in the acquisition of Compagas, see note 9.2. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: Investment properties are initially value at cost, including transaction costs. Upon initial recognition, investment properties are measured at fair value, which reflects market conditions at the reporting date, with changes recorded in the statement of profit or loss. Revenue from the sale of agricultural properties is recognized in profit or loss only when the following conditions are met:
The gains from the sale of agricultural properties are reported as net income on the statement of profit or loss, while the costs are reported as cost of properties sold. The fair value of agricultural properties was determined using the direct comparative method of market data applied to transactions involving comparable properties (type, location, and quality of property) and, to a lesser extent, using sales quotes for potential transactions involving comparable assets (level 3). In accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas – “ABNT”), the methodology used to determine fair value takes into account direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, use of land (type of crop), and rainfall, among other data. As of December 31, 2024, discount rates range between 6.06% p.a. and 10.40% p.a. (11.12% p.a. and 11.20% p.a. as of December 31, 2023). The portfolio is evaluated annually by external specialists and periodically by internal professionals who are technically qualified to conduct this type of evaluation. |
|
Investment properties |
Balance as of January 1, 2023 |
14,103,060 |
Change in the fair value of investment properties |
2,259,924 |
Additions |
58,506 |
Transfers |
(444,782) |
Write off |
(582) |
Balance as of December 31, 2023 |
15,976,126 |
Change in the fair value of investment properties |
1,273,033 |
Additions |
7,055 |
Transfers (i) |
(437,080) |
Write off |
(215) |
Balance as of December 31, 2024 |
16,818,919 |
(i) | Transfer of farms to assets held for sale. For more details see note 8. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Gas supply
Considering the current gas supply contracts, the subsidiaries have a financial commitment that totaled an estimated present value of R$45,952,077.
Rumo concession
The sub-concession agreements for which Rumo, through its subsidiaries, generally include commitments to execute investments with certain characteristics during the term of the agreement. We can highlight:
(i) | The 2nd addendum to the renewal of the Malha Paulista concession, signed on May 27, 2020, provided for the execution over the course of the concession of a set of investment projects to increase capacity and reduce urban conflicts, estimated by the agency at R$6,100,000 (updated to December 2017). Part of this amount makes up the set of obligations mentioned in the 2nd addendum. |
|
(ii) | On May 27, 2024, through the 6th addendum to the Malha Paulista concession contract, there was a renegotiation of the works and deadlines of the obligations book assumed when the 2nd Addendum to the Contract was signed. As of December 31, 2024, the physical execution of the projects in the Malha Paulista obligations booklet, including the renegotiation of the investments in the 6th addendum, is 11.34%. |
Accounting policy: The Company records concessions payable as follows: • Lease Installments in Dispute: The balance of lease installments involved in disputes with the granting authority is initially recorded at the installment value upon maturity, by transferring it from the “Lease Liabilities” account. The amounts are subsequentlyadjusted by the Selic rate. • Balances in Installments with the Granting Authority: Balances in installments with the Granting Authority are initially recorded at the remaining amount due upon resolution of the dispute. The amounts are adjusted by the Selic rate until payment. • Concession Rights Grants: Balances payable as concession rights grants (“Concessions and Grants”) are initially recorded against intangible assets (Note 11.2). Subsequent measurement occurs at the effective rate. |
|
12/31/2024 |
|
12/31/2023 |
Disputed lease and concession: |
|
|
|
Rumo Malha Oeste S.A. |
2,442,600 |
|
2,206,945 |
|
2,442,600 |
|
2,206,945 |
|
|
|
|
Lease installment payments: |
|
|
|
Rumo Malha Paulista S.A. |
940,215 |
|
1,067,256 |
|
940,215 |
|
1,067,256 |
|
|
|
|
Concessions: |
|
|
|
Rumo Malha Sul S.A. |
68,487 |
|
76,191 |
Rumo Malha Paulista S.A. |
238,146 |
|
190,282 |
Rumo Malha Central S.A. |
31,742 |
|
24,699 |
|
338,375 |
|
291,172 |
|
|
|
|
Total |
3,721,190 |
|
3,565,373 |
|
|
|
|
Current |
166,273 |
|
250,971 |
Non-current |
3,554,917 |
|
3,314,402 |
|
3,721,190 |
|
3,565,373 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a)Disputed lease and concession:
On July 21, 2020, the subsidiary Rumo filed with the National Land Transport Agency (Agência Nacional de Transportes Terrestres – “ANTT”) a request to participate in a third-party rebidding process for the Concession Agreement entered into between Rumo Malha Oeste and the Federal Government, through the Ministry of Transport ("Rebidding Process"), in accordance with Law No. 13,448 of June 5, 2017 and Decree No. 9,957 of August 7, 2019.
An amendment to the concession agreement was signed, and as a result, the economic and financial rebalancing action filed by Rumo Malha Oeste against the Federal Government, which had a decision of origin from the lower court and was awaiting a ruling from the Federal Regional Court, was suspended by joint decision of the parties.
The total amount of judicial deposits related to the cases is R$27,897 as of December 31, 2024 (R$26,064 as of December 31, 2023).
b)Leases and grants within the scope of CPC 06R2/IFRS 16
|
12/31/2024 |
|
12/31/2023 |
Leases: |
|
|
|
Rumo Malha Sul S.A. |
309,269 |
|
452,701 |
Rumo Malha Paulista S.A. |
363,588 |
|
422,173 |
Rumo Malha Oeste S.A. |
82,331 |
|
131,038 |
|
755,188 |
|
1,005,912 |
|
|
|
|
Grants: |
|
|
|
Rumo Malha Paulista S.A. (renewal) |
1,673,889 |
|
919,011 |
Rumo Malha Central S.A. |
1,111,043 |
|
940,456 |
|
2,784,932 |
|
1,859,467 |
|
|
|
|
Total |
3,540,120 |
|
2,865,379 |
|
|
|
|
Current |
547,492 |
|
358,464 |
Non-current |
2,992,628 |
|
2,506,915 |
|
3,540,120 |
|
2,865,379 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: The Company incurs various taxes and contributions, including municipal, state, and federal taxes, taxes on bank deposits and withdrawals, turnover taxes, regulatory fees, and income tax, among others. Additionally, it is subject to other taxes that the Company is obliged to collect as withholding taxes from third parties and which generally do not represent an expense. |
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Tax debts installments |
219,429 |
|
211,226 |
|
254,302 |
|
217,348 |
ICMS |
3 |
|
— |
|
227,563 |
|
190,474 |
COFINS |
53,496 |
|
96,905 |
|
152,066 |
|
177,720 |
PIS |
2,893 |
|
12,951 |
|
24,054 |
|
27,073 |
Social Security charges |
17,163 |
|
62,249 |
|
50,975 |
|
87,214 |
IRRF |
— |
|
— |
|
40,708 |
|
14,133 |
Other |
1,416 |
|
2,082 |
|
143,419 |
|
122,998 |
|
294,400 |
|
385,413 |
|
893,087 |
|
836,960 |
|
|
|
|
|
|
|
|
Current |
78,197 |
|
226,556 |
|
637,842 |
|
673,718 |
Non-current |
216,203 |
|
158,857 |
|
255,245 |
|
163,242 |
Total |
294,400 |
|
385,413 |
|
893,087 |
|
836,960 |
The amounts due in non-current liabilities have the following maturity schedule:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
From 13 to 24 months |
— |
|
— |
|
6,667 |
|
881 |
From 25 to 36 months |
— |
|
— |
|
7,957 |
|
572 |
From 37 to 48 months |
— |
|
— |
|
919 |
|
572 |
From 49 to 60 months |
— |
|
— |
|
996 |
|
572 |
Over 60 months |
216,203 |
|
158,857 |
|
238,706 |
|
160,645 |
|
216,203 |
|
158,857 |
|
255,245 |
|
163,242 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy The total rate of income tax and social contribution is 34%. Current tax and deferred tax are recognized in profit or loss, with the exception of certain transactions which are directly recognized in shareholder’s equity or other comprehensive income. a) Current tax It is the expected tax payable or receivable on taxable profit or loss for the year, using tax rates enacted or substantively enacted as of the date of the financial position, as well as any adjustments to tax payable in respect of prior years. b) Deferred tax Deferred tax is recognized as temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation and tax loss. The measurement of deferred tax reflects how the Company expects, at the end of the reporting period, to realize or settle the carrying value of its assets and liabilities. Deferred tax is measured at the rates anticipated to be applied to temporary differences upon their reversal, using rates enacted or substantively enacted as of the date of the financial position. If there is a legally enforceable right to offset current tax assets and liabilities, and if they relate to taxes imposed by the same tax authority on the same taxable entity, deferred tax assets and liabilities are offset. c) Tax exposure In calculating the amount of current and deferred tax, the Company considers the impact of uncertain tax positions and the possibility of additional taxes and interest being owed. This evaluation is based on estimates and hypotheses and may involve a series of future event judgments. New information may become available, causing the Company to change its opinion regarding the sufficiency of existing tax liabilities; such changes in tax obligations will have an impact on tax expenses in the period in which the determination is made. d) Recoverability of deferred income tax and social contribution When evaluating the recoverability of deferred taxes, Management takes future taxable income projections and changes in temporary differences into account. The recoverability of the deferred tax asset in the parent company depends on taxable income projections. When it is unlikely that a portion or all the tax liability will be realized, the tax asset is reversed. No deadline exists for the utilization of tax losses and negative bases, but the utilization of these accumulated losses from prior years is limited to 30% of annual taxable income. The Company and its subsidiaries adhere to both the letter and spirit of the tax laws and regulations of the countries in which they conduct business, being committed to good tax practices. They are also committed to the practice of transfer pricing that respects the principles of full competition and the rules defined by the tax legislation of the jurisdictions in which they operate, with transparency of operations, business ethics, and no use of practices that result in an artificial reduction in taxation. |
118 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of income tax and social contribution expenses:
|
|
Parent Company |
|
Consolidated |
||||
|
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Profit before taxes |
|
(8,893,751) |
|
430,447 |
|
(5,245,119) |
|
5,113,751 |
Income tax and social contribution at nominal rate (34%) |
|
3,023,875 |
|
(146,352) |
|
1,783,340 |
|
(1,738,675) |
Adjustments for calculating the effective rate |
|
|
|
|
|
|
|
|
Interest in earnings of investees (non-taxable income) (i) |
|
(1,054,960) |
|
825,704 |
|
(1,422,337) |
|
672,947 |
Differences in tax rates on earnings from operating profit(vii) |
|
(70,643) |
|
(44,101) |
|
(93,121) |
|
(62,870) |
Granted income tax incentive |
|
— |
|
— |
|
407,231 |
|
279,941 |
Interest on shareholders’ equity |
|
— |
|
(22,709) |
|
(174,335) |
|
(191,763) |
Goodwill amortization effect |
|
— |
|
— |
|
1,271 |
|
1,271 |
Non-deductible expenses (donations, gifts, etc.) |
|
— |
|
— |
|
(23,234) |
|
(16,787) |
Tax losses not recorded |
|
(2,560,406) |
|
— |
|
(4,193,767) |
|
(308,358) |
ICMS benefit - extemporaneous tax credits |
|
— |
|
— |
|
20,490 |
|
5,506 |
ICMS benefit - current year |
|
— |
|
— |
|
(521) |
|
68,409 |
Dividend income |
|
— |
|
— |
|
— |
|
254,260 |
Provision for non-realization of the benefit of the federative covenant |
|
— |
|
— |
|
885 |
|
(307,099) |
Provision for non-realization of the benefit of the federative covenant - Interest and Fine |
|
— |
|
— |
|
25,851 |
|
100,731 |
Selic on indebtedness |
|
19,861 |
|
16,203 |
|
60,873 |
|
147,741 |
Rate differential (i) |
|
— |
|
— |
|
534,837 |
|
805,725 |
Benefit membership program zero litigation |
|
(415) |
|
19,710 |
|
(415) |
|
23,276 |
Other |
|
(72,443) |
|
(165) |
|
(117,570) |
|
(8,681) |
Income tax and social contribution (current and deferred) |
|
(715,131) |
|
648,290 |
|
(3,190,522) |
|
(274,426) |
|
|
|
|
|
|
|
|
|
Effective rate - % |
|
8.04% |
|
150.61% |
|
60.83% |
|
(5.37%) |
(i) | Difference in rate between the nominal rate of 34% and the effective rate applicable to entities that calculate the tax under the presumed profit regime. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
b)Deferred income tax assets and liabilities
Below are presented the tax effects of temporary differences that give rise to significant parts of the company's deferred tax assets and liabilities:
|
|
Parent Company |
|
Consolidated |
||||
|
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Deferred tax assets from: |
|
|
|
|
|
|
|
|
Income taxes losses |
|
— |
|
945,685 |
|
1,699,262 |
|
2,714,996 |
Negative base of social contribution |
|
— |
|
340,981 |
|
560,110 |
|
929,055 |
Temporary differences |
|
|
|
|
|
|
|
|
Foreign exchange variation - Loans and borrowings |
|
2,159,160 |
|
1,165,734 |
|
2,669,489 |
|
1,292,954 |
Provision for lawsuits |
|
64,335 |
|
95,780 |
|
272,886 |
|
218,881 |
Impairment provision (Rumo Malha Oeste) |
|
— |
|
— |
|
23,436 |
|
27,072 |
Post-employment benefit obligation |
|
— |
|
— |
|
128,046 |
|
150,336 |
Provisions for uncertain tax credits and tax losses |
|
— |
|
— |
|
44,202 |
|
34,511 |
Provision for non- recoverability of taxes |
|
2,580 |
|
6,985 |
|
70,719 |
|
73,641 |
Share-based payment transactions |
|
19,336 |
|
64,065 |
|
103,454 |
|
157,825 |
Lease |
|
2,347 |
|
2,497 |
|
312,402 |
|
161,840 |
Unrealized loss with derivatives |
|
— |
|
165,978 |
|
390,622 |
|
823,286 |
Provisions for profit sharing |
|
11,212 |
|
36,020 |
|
131,254 |
|
159,994 |
Business combination - Intangible assets |
|
— |
|
— |
|
124,628 |
|
124,379 |
Business combination – Property, plant and equipment |
|
— |
|
— |
|
1,854 |
|
24,795 |
Other provisions |
|
140,077 |
|
— |
|
682,385 |
|
691,162 |
Deferred tax on pre-operating income |
|
— |
|
— |
|
79,402 |
|
87,454 |
Regulatory asset (liability) |
|
— |
|
— |
|
8,396 |
|
6,661 |
Other |
|
48,365 |
|
208,331 |
|
321,966 |
|
391,444 |
Total |
|
2,447,412 |
|
3,032,056 |
|
7,624,513 |
|
8,070,286 |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities from: |
|
|
|
|
|
|
|
|
Temporary differences |
|
|
|
|
|
|
|
|
Exchange rate variation - Loans and borrowings |
|
— |
|
— |
|
(347) |
|
(195,232) |
Provision for lawsuits |
|
— |
|
— |
|
(107) |
|
(408) |
Useful life review |
|
— |
|
— |
|
(531,081) |
|
(456,093) |
Business combination – fixed assets |
|
— |
|
— |
|
(161,784) |
|
(148,872) |
Tax goodwill |
|
— |
|
— |
|
(645,297) |
|
(618,758) |
Unrealized income with derivatives |
|
(156,611) |
|
— |
|
(369,763) |
|
(299,965) |
Fair value adjustment on debt |
|
— |
|
— |
|
(801,022) |
|
(281,784) |
Marketable securities |
|
— |
|
— |
|
— |
|
(77,437) |
Investment properties |
|
— |
|
— |
|
(496,395) |
|
(455,773) |
Goods intended for sale |
|
— |
|
— |
|
(962) |
|
(10,546) |
Effects on the formation of joint ventures |
|
(102,070) |
|
(103,992) |
|
(167,196) |
|
(103,992) |
Business Combination – Intangible assets |
|
— |
|
— |
|
(4,990,657) |
|
(4,426,881) |
Post-employment obligations |
|
— |
|
— |
|
(4,810) |
|
(4,641) |
Lease |
|
— |
|
— |
|
(11,557) |
|
(10,034) |
Provisions |
|
(449,153) |
|
(449,153) |
|
(449,153) |
|
(449,153) |
Other |
|
18,832 |
|
— |
|
(472,592) |
|
(147,120) |
Total |
|
(689,002) |
|
(553,145) |
|
(9,102,723) |
|
(7,686,689) |
|
|
|
|
|
|
|
|
|
Total deferred taxes recorded |
|
1,758,410 |
|
2,478,911 |
|
(1,478,210) |
|
383,597 |
Deferred tax assets |
|
1,758,410 |
|
2,478,911 |
|
4,495,296 |
|
5,609,030 |
Deferred tax liabilities |
|
— |
|
— |
|
(5,973,506) |
|
(5,225,433) |
Total deferred, net |
|
1,758,410 |
|
2,478,911 |
|
(1,478,210) |
|
383,597 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company determined the period for offsetting its deferred tax assets on tax losses, social contribution negative basis and temporary differences based on the projection of its taxable income and long-term strategic planning, with the following realization expected on December 31, 2024:
|
Parent company |
|
Consolidated |
Within 1 year |
668,093 |
|
1,149,570 |
1 to 2 years |
270,762 |
|
670,316 |
2 to 3 years |
42,632 |
|
297,644 |
3 to 4 years |
42,632 |
|
423,267 |
4 to 5 years |
82,052 |
|
330,416 |
5 to 8 years |
566,975 |
|
1,248,040 |
8 to 10 years |
85,264 |
|
376,043 |
|
1,758,410 |
|
4,495,296 |
c)Changes in deferred tax assets and liabilities:
Assets |
Parent Company |
||||||||||||
|
Tax loss and negative basis |
|
Employee benefits |
|
Unrealized loss with derivatives |
|
Provisions |
|
Leases |
|
Other |
|
Total |
Balance as of January 1, 2023 |
948,698 |
|
45,168 |
|
— |
|
281,846 |
|
2,493 |
|
1,378,829 |
|
2,657,034 |
Credited / charged from income for the year |
337,968 |
|
54,917 |
|
165,978 |
|
(179,081) |
|
4 |
|
129,079 |
|
508,865 |
Foreign exchange differences |
— |
|
— |
|
— |
|
— |
|
— |
|
(133,843) |
|
(133,843) |
Balance as of December 31, 2023 |
1,286,666 |
|
100,085 |
|
165,978 |
|
102,765 |
|
2,497 |
|
1,374,065 |
|
3,032,056 |
Credited / charged from income for the year |
(1,245,573) |
|
(69,537) |
|
(165,978) |
|
104,227 |
|
(150) |
|
(159,966) |
|
(1,536,977) |
Zero litigation |
(41,093) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(41,093) |
Foreign exchange differences |
— |
|
— |
|
— |
|
— |
|
— |
|
993,426 |
|
993,426 |
Balance as of December 31, 2024 |
— |
|
30,548 |
|
— |
|
206,992 |
|
2,347 |
|
2,207,525 |
|
2,447,412 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Liabilities |
Parent Company |
||||||||
|
Effects on the formation of joint venture |
|
Unrealized loss with derivatives |
|
Provisions |
|
Other |
|
Total |
Balance as of January 1, 2023 |
(106,254) |
|
(249,206) |
|
(443,954) |
|
— |
|
(799,414) |
Credited / charged from income for the year |
2,262 |
|
249,206 |
|
(8,762) |
|
— |
|
242,706 |
Recognized in shareholders' equity |
— |
|
— |
|
3,563 |
|
— |
|
3,563 |
Balance as of December 31, 2023 |
(103,992) |
|
— |
|
(449,153) |
|
— |
|
(553,145) |
Credited / charged from income for the year |
1,922 |
|
(156,611) |
|
— |
|
31,890 |
|
(122,799) |
Recognized in shareholders' equity |
— |
|
— |
|
— |
|
(13,058) |
|
(13,058) |
Balance as of December 31, 2024 |
(102,070) |
|
(156,611) |
|
(449,153) |
|
18,832 |
|
(689,002) |
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recognized |
|
|
|
|
|
|
|
1,758,410 |
Assets
|
Consolidated |
||||||||||||||||
|
Tax loss and negative basis |
|
Post-employment obligations |
|
Employee benefits |
|
Provisions |
|
Leases |
|
Unrealized gains on derivatives |
|
Intangible assets |
|
Other |
|
Total |
Balance as of January 1, 2023 |
3,054,210 |
|
152,373 |
|
207,313 |
|
922,526 |
|
167,962 |
|
674,554 |
|
119,060 |
|
2,345,479 |
|
7,643,477 |
Credited / charged from income for the year |
589,841 |
|
(2,037) |
|
110,506 |
|
122,741 |
|
(6,122) |
|
148,732 |
|
5,319 |
|
(133,596) |
|
835,384 |
Foreign exchange differences |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(408,575) |
|
(408,575) |
Balance as of December 31, 2023 |
3,644,051 |
|
150,336 |
|
317,819 |
|
1,045,267 |
|
161,840 |
|
823,286 |
|
124,379 |
|
1,803,308 |
|
8,070,286 |
Credited / charged from income for the year |
(1,343,586) |
|
(22,290) |
|
(83,111) |
|
5,398 |
|
4,990 |
|
(433,630) |
|
249 |
|
(98,736) |
|
(1,970,716) |
Recognized in shareholders' equity |
— |
|
— |
|
— |
|
— |
|
145,572 |
|
966 |
|
— |
|
— |
|
146,538 |
Zero litigation |
(41,093) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(41,093) |
Foreign exchange differences |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,376,535 |
|
1,376,535 |
Business combination |
— |
|
— |
|
— |
|
42,963 |
|
— |
|
— |
|
— |
|
— |
|
42,963 |
Balance as of December 31, 2024 |
2,259,372 |
|
128,046 |
|
234,708 |
|
1,093,628 |
|
312,402 |
|
390,622 |
|
124,628 |
|
3,081,107 |
|
7,624,513 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Liabilities
|
Consolidated |
||||||||||||||||||
|
Effects on the formation of joint ventures |
|
Post-employment obligations |
|
Intangible assets |
|
Unrealized gains on derivatives |
|
Property, plant and equipment |
|
Fair value adjustment |
|
Leases |
|
Provisions |
|
Other |
|
Total |
Balance as of January 1, 2023 |
(106,254) |
|
(4,594) |
|
(4,486,211) |
|
(226,243) |
|
(401,926) |
|
(548,726) |
|
(11,797) |
|
(79,092) |
|
(2,773,878) |
|
(8,638,721) |
Impact on the results for the year |
2,262 |
|
(47) |
|
59,330 |
|
(73,722) |
|
(54,167) |
|
200,336 |
|
1,763 |
|
(370,469) |
|
1,178,542 |
|
943,828 |
Other comprehensive income |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(58,402) |
|
(58,402) |
Liabilities available for sale |
— |
|
— |
|
— |
|
— |
|
— |
|
66,606 |
|
— |
|
— |
|
— |
|
66,606 |
Balance as of December 31, 2023 |
(103,992) |
|
(4,641) |
|
(4,426,881) |
|
(299,965) |
|
(456,093) |
|
(281,784) |
|
(10,034) |
|
(449,561) |
|
(1,653,738) |
|
(7,686,689) |
Impact on the results for the year |
(63,204) |
|
(169) |
|
126,999 |
|
(69,798) |
|
(74,988) |
|
(519,238) |
|
(1,523) |
|
301 |
|
(42,518) |
|
(644,138) |
Other comprehensive income |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(45,513) |
|
(45,513) |
Business Combinations (i) |
— |
|
— |
|
(690,775) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(35,608) |
|
(726,383) |
Balance as of December 31, 2024 |
(167,196) |
|
(4,810) |
|
(4,990,657) |
|
(369,763) |
|
(531,081) |
|
(801,022) |
|
(11,557) |
|
(449,260) |
|
(1,777,377) |
|
(9,102,723) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred taxes recognized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,478,210) |
(i) | The respective amount presented differs from the amount shown in note 9.2, due to the write-off of deferred liabilities, now constituted in connection with an indirect stake in the subsidiary Compagas |
d) Unrecognized tax losses and temporary differences and Provision for non-recoverability of tax losses for the year
In the year ended December 31, 2024, the amount of unrecognized income tax and social contribution totaled R$4,193,767, referring to tax losses and temporary differences. Currently, these amounts do not meet the requirements for recording deferred tax assets, due to the lack of predictability of future generation of taxable profits.
The amount mentioned includes:
(i) | provision for non-recoverability of R$2,560,406 at Cosan S.A. (R$1,273,741 in 2024 and R$1,286,666 in 2023); | |
(ii) | non-activated tax losses of R$1,311,233 at Rumo; | |
(iii) | write-off of R$224,412 at Cosan Luxemburgo; | |
(iv) | write-off of R$100,431 at Cosan Oito, due to the merger that took place on January 8, 2025, as disclosed in Note 25; and | |
(v) | R$2,715 of tax loss carryforwards in the other subsidiaries; |
Management will continue to periodically monitor projections of future taxable income and will adjust the provision as necessary, in accordance with changes in the Company's economic and financial conditions.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: They are recognized as other expenses when the Company has a present or constructive obligation as a result of previous events, it is expected that an outflow of resources will be required to settle the obligation, and the amount can be estimated with reasonable certainty. The chance of loss evaluation is comprised of existing facts, the hierarchy of laws, case law, the most recent court decisions, the legal system's relevance, and the opinion of outside counsel. Provisions are examined and altered for conditions, such as the expiration of the statute of limitations, the conclusion of tax audits, or the identification of additional exposures based on new matters or judicial decisions. |
The Company had contingent liabilities and judicial deposits pertaining to:
|
Provision for lawsuits |
||||||
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Tax |
198,385 |
|
272,063 |
|
745,896 |
|
813,732 |
Civil, environmental and regulatory |
59,989 |
|
73,744 |
|
818,422 |
|
512,979 |
Labor |
50,233 |
|
55,286 |
|
480,315 |
|
387,692 |
|
308,607 |
|
401,093 |
|
2,044,633 |
|
1,714,403 |
|
Judicial deposit |
||||||
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Tax (i) |
390,148 |
|
373,779 |
|
801,723 |
|
652,236 |
Civil, environmental and regulatory |
14,675 |
|
16,126 |
|
134,058 |
|
114,724 |
Labor |
12,146 |
|
13,584 |
|
120,909 |
|
128,941 |
|
416,969 |
|
403,489 |
|
1,056,690 |
|
895,901 |
(i) |
In the year ended December 31, 2024, the Company, through its indirect subsidiary Comgás, made judicial deposits in the amount of R$110,170 in a lawsuit with a prognosis of possible loss to discuss the deductibility, from the IRPJ and CSLL calculation basis, of late payment interest on tax debts. |
Changes in provisions for lawsuits:
|
Parent Company |
||||||
|
Tax |
|
Civil, environmental, and regulatory |
|
Labor |
|
Total |
Balance as of January 1, 2023 |
227,481 |
|
53,835 |
|
68,041 |
|
349,357 |
Provisioned in the year |
17,579 |
|
29,080 |
|
2,899 |
|
49,558 |
Write-offs by reversal / payment |
(3,180) |
|
(20,768) |
|
(15,469) |
|
(39,417) |
Interest (i) |
30,183 |
|
11,597 |
|
(185) |
|
41,595 |
Balance as of December 31, 2023 |
272,063 |
|
73,744 |
|
55,286 |
|
401,093 |
Provisioned in the year |
114,645 |
|
8,632 |
|
1,446 |
|
124,723 |
Write-offs by reversal / payment |
(114,865) |
|
(14,556) |
|
(7,512) |
|
(136,933) |
Interest (i) |
(73,458) |
|
(7,831) |
|
1,013 |
|
(80,276) |
Balance as of December 31, 2024 |
198,385 |
|
59,989 |
|
50,233 |
|
308,607 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Consolidated |
||||||
|
Tax |
|
Civil, environmental, and regulatory |
|
Labor |
|
Total |
Balance as of January 1, 2023 |
747,647 |
|
662,052 |
|
391,487 |
|
1,801,186 |
Provisioned in the year |
44,812 |
|
105,526 |
|
113,151 |
|
263,489 |
Write-offs by reversal / payment |
(33,427) |
|
(258,021) |
|
(168,160) |
|
(459,608) |
Transfer |
— |
|
3,793 |
|
607 |
|
4,400 |
Interest (i) |
54,700 |
|
(371) |
|
50,607 |
|
104,936 |
Balance as of December 31, 2023 |
813,732 |
|
512,979 |
|
387,692 |
|
1,714,403 |
Provisioned in the year |
129,619 |
|
181,734 |
|
154,193 |
|
465,546 |
Write-offs by reversal / payment |
(138,562) |
|
(187,735) |
|
(168,112) |
|
(494,409) |
Business combination |
1,382 |
|
91,913 |
|
4,831 |
|
98,126 |
Interest (i) |
(60,275) |
|
219,531 |
|
101,711 |
|
260,967 |
Balance as of December 31, 2024 |
745,896 |
|
818,422 |
|
480,315 |
|
2,044,633 |
(i) | Includes write-off of interest due to reversal. |
The Company has debts secured by assets or by means of cash deposits, bank guarantees or guarantee insurance.
The Company has probable indemnity lawsuits in addition to those mentioned, and as they represent contingent assets, they were not reported.
a) Probable losses
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Compensation with FINSOCIAL (i) |
— |
|
— |
|
337,351 |
|
326,220 |
INSS (ii) |
80,576 |
|
77,254 |
|
101,399 |
|
100,149 |
ICMS credit (iii) |
14,217 |
|
99,864 |
|
64,708 |
|
174,860 |
PIS and COFINS |
34,073 |
|
32,832 |
|
34,412 |
|
33,244 |
IPI |
58,002 |
|
56,638 |
|
64,969 |
|
63,358 |
IRPJ and CSLL |
6,292 |
|
1,102 |
|
12,532 |
|
10,698 |
Other |
5,225 |
|
4,373 |
|
130,525 |
|
105,203 |
|
198,385 |
|
272,063 |
|
745,896 |
|
813,732 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) | FINSOCIAL: Compensation of FINSOCIAL with federal taxes, based on a September 2003 final and non-appealable court ruling in the case records where the constitutionality of FINSOCIAL was discussed. Compensation of taxes remains a topic of administrative discussion. | |
(ii) | INSS: Amount provisioned as INSS, the majority of which is comprised of amounts related to social security contributions levied on billing in accordance with article 22-A of Law 8.212/91, the constitutionality of which is being litigated. The amounts are deposited with the court. The leading case – RE 611.601 (item 281) , is being decided by the Federal Supreme Court, recognizing the constitutionality of art. 22-A of Law No. 8.212/91. | |
(iii) | ICMS: Tax assessments issued by the tax authorities relating to various types of ICMS credits, including: (a) assessment, as sole debtor, for alleged non-compliance with ICMS withholding obligations in relation to a toll contract arising from an agricultural partnership between our sugarcane mills and Central Paulista Ltda. Açúcar e Álcool; (b) ICMS relating to interstate operations taxed as domestic operations and therefore subject to a higher rate, among others. |
b) Possible losses
The main lawsuits for which we anticipate a risk of loss as possible are outlined below:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Tax |
4,720,016 |
|
4,934,309 |
|
15,677,036 |
|
15,703,294 |
Civil, environmental and regulatory |
1,111,756 |
|
1,045,171 |
|
6,569,528 |
|
7,166,011 |
Labor |
10,189 |
|
9,168 |
|
690,535 |
|
805,222 |
|
5,841,961 |
|
5,988,648 |
|
22,937,099 |
|
23,674,527 |
Tax:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Isolated fine - Federal tax (i) |
— |
|
— |
|
847,582 |
|
792,496 |
Income tax and social contribution (ii) |
1,395,568 |
|
1,280,245 |
|
6,862,000 |
|
6,316,155 |
ICMS -Tax on circulation of goods (iii) |
1,151,523 |
|
1,205,621 |
|
2,996,998 |
|
2,962,716 |
IRRF (iv) |
— |
|
— |
|
869,345 |
|
1,226,223 |
PIS and COFINS (v) |
1,297,612 |
|
1,286,634 |
|
2,174,274 |
|
2,293,933 |
MP 470 installment of debts (vi) |
253,793 |
|
232,104 |
|
430,374 |
|
381,060 |
Stock Grant Plan |
— |
|
— |
|
32,087 |
|
60,863 |
IOF on loans (vii) |
— |
|
— |
|
195,098 |
|
154,606 |
Reward credit compensation (viii) |
157,959 |
|
143,322 |
|
157,959 |
|
143,322 |
IPI - Tax on industrialized products (ix) |
189,971 |
|
233,464 |
|
333,185 |
|
374,471 |
INSS |
76,763 |
|
79,019 |
|
159,983 |
|
159,007 |
Foreign financial transactions (x) |
— |
|
— |
|
13,910 |
|
13,287 |
IPTU - Urban Property Tax (xi) |
— |
|
— |
|
128,700 |
|
— |
Other |
196,827 |
|
473,900 |
|
475,541 |
|
825,155 |
|
4,720,016 |
|
4,934,309 |
|
15,677,036 |
|
15,703,294 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
(i) | Among the claims related to isolated fines, there is a fine arising from: (a) disregarding the tax benefits of REPORTO, with the consequent application of an isolated fine corresponding to 50% of the value of the goods acquired; (b) drawing up infraction notices on alleged failure to pay federal taxes (IRPJ, CSLL, PIS and COFINS) and alleged undue crediting of IPI premium credit, with the application of an isolated fine. | |
(ii) | Infraction notices and lawsuits have been issued by the Special Department of Federal Revenue of Brazil (Secretaria Especial da Receita Federal do Brasil) regarding (a) disallowance of amortization of goodwill expenses based on future profitability resulting from corporate operations; (b) capital gains on the sale of an equity interest; (c) labor provisions; and (d) amendment of the compensation statement due to partial restitution of the credits that were the subject of the compensation request. | |
(iii) | ICMS claims are substantially related to (a) the disallowance of ICMS credits relating to the purchase of diesel oil; goods allegedly classified as use and consumption and suppliers whose state registrations have been revoked (declared unfit), among others; (b) proof of delivery of goods sold under the FOB clause; (c) ICMS on transport services for export; (d) divergence in the application of legislation governing operations with tax substitution; and (e) acquisition of wagons as a result of the alleged non-exemption provided for by the Tax Regime to Encourage the Modernization and Expansion of the Port Structure – REPORTO and (f) ICMS and fine on transactions with tax documents deemed unreliable by the tax authorities. | |
(iv) | Collection of IRRF on (a) alleged capital gain from the acquisition of foreign companies and (b) disallowance of IRRF compensation on swap transactions. | |
(v) | Disallowance of PIS and COFINS credits, calculated under the non-cumulative system, due to divergence in the concept of inputs. | |
(vi) | Applications for the payment in installment of federal tax debts are partially denied by the Special Department of Federal Revenue of Brazil due to insufficient tax losses to settle the respective debts. | |
(vii) | IOF charges related primarily to (a) current accounts maintained by the Company's subsidiaries and (b) financial transactions between group companies. | |
(viii) | Offset statements via the PERD/COMP electronic system that reference "premium credit" are considered as not declared by the Special Department of Federal Revenue of Brazil. | |
(ix) | Collection of IPI credits disallowed for the purchase of raw materials used in the production of immune products | |
(x) | Collection of IRPJ/CSL and fines due to undue exclusion from taxable income and from the CSL calculation basis of financial income arising from bonds issued by the government of Austria and the government of Spain, the latter through the Instituto de Crédito Oficial (“ICO”). | |
(xi) | Collection of Urban Property Tax (“IPTU”) on railway properties leased or assigned to the company under the concession contract and on the railway right-of-way over which there is tax immunity. The matter is being discussed by the STF and an unfavorable outcome should lead to new charges being levied (including on municipalities that currently do not levy the tax), in amounts that cannot yet be measured and, if this happens, a lawsuit can be filed to re-establish the economic balance of the concession contract mentioned. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The Company has not identified the effects of IFRIC 23 / ICPC 22 - Uncertainty over Treatment of Income Taxes that could significantly affect the accounting policies of the Company and its subsidiaries and these annual financial statements.
Civil, environmental and regulatory:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Civil |
1,059,547 |
|
983,867 |
|
3,355,370 |
|
3,184,240 |
Environmental |
51,540 |
|
60,549 |
|
1,691,409 |
|
2,330,683 |
Regulatory |
669 |
|
755 |
|
1,522,749 |
|
1,651,088 |
|
1,111,756 |
|
1,045,171 |
|
6,569,528 |
|
7,166,011 |
The Company and its subsidiaries are parties to several legal and administrative proceedings in the civil, environmental and regulatory spheres, with a possible loss prognosis.
• | Civil Sphere: The portfolio of civil proceedings is composed mainly of claims for compensation of a contractual and extra-contractual nature. |
• | Environmental Sphere: Environmental proceedings concern terms of commitment, civil inquiries and public civil actions. |
• | Regulatory Sphere: Regulatory proceedings generally concern administrative sanctioning proceedings instituted by regulatory bodies. |
Civil:
(i) | The Company is litigating a lawsuit for attorney's fees filed by Alexandre Saddy Chade and others, who demand that the Company and the other defendants be ordered to pay alleged attorney's fees in the amount of approximately R$399. The lawsuit was dismissed, a decision confirmed by the Court of Justice. A special appeal will be lodged to increase the amount of attorney's fees awarded. | |
(ii) | The subsidiary Moove is a party to a lawsuit filed by Petroleum Comércio e Representações Ltda., seeking to order the company to pay material damages, loss of profits and a fine, alleging breach of contract. This process involves a total value of R$160,508. The judgment on the merits in the first instance is awaited. | |
(iii) | The indirect subsidiary Rumo Malha Sul is a party to the execution of a conduct adjustment agreement signed with the Federal Public Ministry, in which the latter alleges that Rumo would not be transporting cargo in the Presidente Prudente region and, as a result of this, requested the execution of a daily fine, as well as an increase in the value of the fine. Rumo, in turn, filed a declaratory action to give the correct interpretation to the TAC, since its commitment was to try to obtain cargo in sufficient volume to carry out transportation. Periodically, the Company holds seminars in the region, but so far it has not been able to attract anyone interested in providing services. The demands are in the first instance, awaiting a court decision. There was a request to suspend the demand to attempt an agreement and, in parallel, Malha Sul, União and ANTT signed an agreement with a view to adapting the criteria used to determine the value for return of the section. The total contingency of the case is R$146,569, with 50% of the amounts provisioned and the remainder classified as possible. | |
(iv) | In November 2021, CADE, in the judgment of the administrative proceeding initiated based on the representation of a former client, among other points, condemned the subsidiary Rumo to pay a fine in the updated amount of R$339,811, a decision that was maintained in the judgment of the declaration embargoes. The establishment of such a value contradicts CADE's own precedents, whether in relation to the calculation basis or in relation to the rate used, which is why the Company filed an action to annul such decision, which is currently under appeal. Based on the technical analysis of its external legal team, Rumo assesses the risk of losing a portion in the amount of R$31,262 (for which it recorded a provision) as probable and classifies the difference as a possible contingency. | |
(v) | The indirect subsidiary Rumo Malha Paulista is a defendant, together with the Municipality of Jales and others, in a public civil action, in which the MPF alleges a lack of level crossing structure throughout the municipalities of the Jales subsection, as well as indiscriminate use of horn. The estimated risk is R$144,071. | |
(vi) | In the year ended December 31, 2024, the indirect subsidiary TRSP assessed a possible loss in a civil arbitration at an early stage with a supplier contracted for the construction period of the Terminal. |
128 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Environmental:
(i) | Moove is a defendant in a Public Civil Action (“ACP”) seeking payment of compensation for environmental pollution in the former area of Companhia Usina de Passivos. Various ACPs have been filed against different companies. In February 2024, there was a change in one of the ACPs, in which the amount attributed by the Public Prosecutor's Office was R$365,319, and the lawsuit was extinguished and filed. In another ACP, the Company's liability was delimited, where it entered into an agreement in February/2025 in the amount of R$287,500, which is pending ratification | |
(ii) | The indirect subsidiary Rumo Malha Paulista was fined, in 2013, by IBAMA (Brazilian Institute of the Environment and Natural Resources) for alleged damage to water resources. There was a defense presentation. In September 2021, the Company requested recognition of intercurrent prescription. Analysis of the merits of the matter is awaited. The amount involved is R$243,955. | |
In 2014, Rumo Malha Sul was fined by IBAMA for alleged oil spills in violation of environmental legislation. Two fines were issued, totaling R$117,596 and R$195,992. The company filed administrative appeals and has been awaiting a decision at the administrative level since 2015. This fine is also being discussed at the regulatory level. |
Regulatory:
(i) | Rumo Malha Paulista is a party to a compensation action filed by the former Rede Ferroviária Federal S.A. (“RFFSA”), succeeded by the Federal Government, due to the deactivation of the railway’s electric traction system. The value of the claims totals R$356,284, for which there is no provision. In February 2023, a judgment of dismissal was issued. The Federal Government's appeal was partially upheld in order to recognize the existence of damage to be determined in the liquidation of the sentence (illiquid conviction). |
Labor:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Labor claims |
10,189 |
|
9,168 |
|
690,535 |
|
805,222 |
|
10,189 |
|
9,168 |
|
690,535 |
|
805,222 |
The indirect subsidiary Rumo Malha Paulista is currently a party to a pending Labor Court Public Civil Action. This lawsuit originated from an inspection conducted on the Company MS Teixeira, which was subcontracted by Prumo Engenharia Ltda. ("Prumo Engenharia"), which, in turn, was subcontracted by Rumo. According to the inspection, MS Teixeira employees worked under degrading and slave-like conditions.
Prumo Engenharia assumed full liability for the condition of these employees, including labor and contractual liabilities, as well as all damages resulting from the alleged subcontractors' working conditions. With the sanction by the then-Ministry of Labor and Employment, Prumo Engenharia rescinded the employment contracts of these workers, with the caveat that Rumo did not participate in these acts.
In addition, a criminal investigation against Rumo was initiated and closed. Notwithstanding the above, the Public Ministry of Labor filed a public civil action (Ação Civil Pública - ACP) against Malha Paulista, without involving Prumo in the dispute, requesting the payment of compensation for collective pain and suffering in the order of R$100,000 (among other commitments), which was held partially valid, condemning the subsidiary in obligations to act and to refrain, as well as collective moral damages in the amount of R$15,000.
Rumo entered into an agreement with the Public Ministry of Labor in which it agreed to comply with several obligations pertaining to working conditions and pay a total of R$20,000 in compensation to various social entities. Superior Labor Court upheld the validity of the agreement.
After ratification, the Federal Attorney General's Office (“AGU”) filed an appeal questioning only the destination of the compensation, since, in the view of the Federal Attorney General's Office, the compensation should be allocated to the Workers' Support Fund (“FAT”). The appeal was heard and not upheld, maintaining the destination of the amounts in accordance with the agreement signed.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Share capital
Accounting policy: Equity is reduced by the incremental costs directly attributable to the issuance of common shares. In accordance with the policy outlined in Note 15 - Income tax and social contribution, transaction costs related to income tax are accounted for in accordance with Note 15 - Income tax and social contribution. Transactions involving group shareholders are allocated within Equity Transactions, such as share-based payments and changes in interests in subsidiaries. |
As of December 31, 2024, the subscribed capital is R$8,832,544 (R$8,682,544 as of December 31, 2023), fully paid-up, and represented by 1,866,570,932 registered, book-entry, non-par value common shares. The limit for authorized share capital permitted by the bylaws is R$9,000,000.
On May 29, 2024, the Extraordinary General Meeting approved an increase in the Company's share capital in the amount of R$150,000 without issuing new shares and through the conversion of part of the existing balance in the statutory reserve account and the distribution of dividends of R$840,000.
As of December 31, 2024, the Company's share capital consists of the following:
|
|
Common shares |
||
Shareholding structure |
|
Amount |
|
% |
Controlling shareholders |
|
672,312,930 |
|
36.02% |
Board of directors and executive officers |
|
26,204,828 |
|
1.40% |
Free float |
|
1,164,305,209 |
|
62.38% |
Outstanding shares |
|
1,862,822,967 |
|
99.80% |
Treasury shares |
|
3,747,965 |
|
0.20% |
Total |
|
1,866,570,932 |
|
100.00% |
b) Treasury shares
Accounting policy Treasury shares consists of shares that have been repurchased by the company for specific and limited purposes. Cosan holds the necessary number of shares for future employee share-based payment plans, and the volume is treated similarly to treasury shares for accounting purposes. |
On August 14, 2023, the Company's Board of Directors approved the new Share Buyback Program of up to 116,000,000 common shares, representing 9.93% of the total shares available on the market, with a term of up to 18 months. The repurchased shares may be used to meet obligations arising from potential exercises of share-based compensation plans, holding in treasury, disposal or cancellations in accordance with applicable legislation.
On August 13, 2024, the Board of Directors approved the cancellation of 7,500,000 ordinary shares issued by the Company, acquired and held in treasury, without reducing the value of the share capital, The effects were transferred to shareholders' equity as “Cancellation of treasury shares”, between “Capital transactions” and “Treasury shares” in the amount of R$118,975.
As of December 31, 2024, the Company had 3,747,965 shares in treasury (6,514,511 shares as of December 31, 2023), whose market price was R$8.16.
c) Statutory reserve - special reserve
Accounting policy: Its purpose is to strengthen working capital and finance the maintenance, expansion, and development of the company's core activities. |
d) Legal reserve
Accounting policy: In accordance with Law 6,404, it is created by appropriating 5% of net income for the year up to a maximum of 20% of capital. |
130 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
e) Dividends
Accounting policy: In accordance with corporate law, a mandatory minimum dividend equal to 25% of the company's annual net profit is allocated, adjusted for changes in the reserves. The next Ordinary General Meeting will discuss dividends, allocation of net income for the year, and excess of profit reserves, as determined by article 199 of the Corporate Law. |
Parent Company |
|
Investments in associates (i) |
|
Investments in joint venture |
|
Total |
Balance as of January 1, 2023 |
|
609,456 |
|
— |
|
609,456 |
Proposed dividends |
|
348,493 |
|
571,033 |
|
919,526 |
Other movements |
|
(3,567) |
|
— |
|
(3,567) |
Dividends received |
|
(855,188) |
|
(351,092) |
|
(1,206,280) |
Balance as of December 31, 2023 |
|
99,194 |
|
219,941 |
|
319,135 |
Proposed dividends |
|
3,171,126 |
|
13,593 |
|
3,184,719 |
Capital increase |
|
(127,080) |
|
— |
|
(127,080) |
Other movements |
|
9,501 |
|
— |
|
9,501 |
Dividends received |
|
(3,138,556) |
|
(228,342) |
|
(3,366,898) |
Balance as of December 31, 2024 |
|
14,185 |
|
5,192 |
|
19,377 |
(i) See composition of the balance in note 9.1.a.
Consolidated |
|
Investments in associates (ii) |
|
Investments in joint venture |
|
Total |
Balance as of January 1, 2023 |
|
161,147 |
|
— |
|
161,147 |
Proposed dividends |
|
273,346 |
|
626,653 |
|
899,999 |
Proposed interest on own capital |
|
— |
|
588,078 |
|
588,078 |
Income tax |
|
— |
|
(88,256) |
|
(88,256) |
Discontinued operation |
|
(62,699) |
|
— |
|
(62,699) |
Other movements |
|
(81,053) |
|
— |
|
(81,053) |
Dividends received |
|
(254,905) |
|
(906,534) |
|
(1,161,439) |
Balance as of December 31, 2023 |
|
35,836 |
|
219,941 |
|
255,777 |
Proposed dividends |
|
1,175,775 |
|
119,647 |
|
1,295,422 |
Other movements |
|
(84,945) |
|
— |
|
(84,945) |
Dividends received |
|
(1,018,794) |
|
(293,912) |
|
(1,312,706) |
Balance as of December 31, 2024 |
|
107,872 |
|
45,676 |
|
153,548 |
(ii) See composition of the balance in note 9.1.b
Change in dividends payable |
|
Parent Company |
|
Consolidated |
Balance as of January 1, 2023 |
|
279,979 |
|
892,006 |
Declared dividends |
|
794,289 |
|
2,239,495 |
Dividends paid |
|
(798,203) |
|
(2,582,447) |
Balance as of December 31, 2023 |
|
276,065 |
|
549,054 |
Declared dividends (i) |
|
566,401 |
|
2,994,771 |
Dividends paid to preferred shareholders |
|
— |
|
(668,022) |
Dividends paid |
|
(838,971) |
|
(2,779,081) |
Balance as of December 31, 2024 |
|
3,495 |
|
96,722 |
(i) The value of the dividend per share in the year ended December 31, 2024 was R$1.58 real. (R$1.27 real on December 31, 2023).
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
f) Other comprehensive income
|
|
12/31/2023 |
|
Comprehensive (loss) income |
|
12/31/2024 |
Loss on cash flow hedge |
|
(1,487,128) |
|
(393,651) |
|
(1,880,779) |
Foreign currency translation differences |
|
1,838,413 |
|
537,111 |
|
2,375,524 |
Actuarial gains (losses) on defined benefit plan |
|
(291,213) |
|
162,598 |
|
(128,615) |
Deferred tax on actuarial losses on defined benefit plan |
|
99,012 |
|
(55,283) |
|
43,729 |
Loss on measurement of derivative financial instrument |
|
(45,631) |
|
— |
|
(45,631) |
Change in the fair value of a financial asset |
|
77,152 |
|
— |
|
77,152 |
Deferred income tax on financial asset |
|
(26,232) |
|
— |
|
(26,232) |
Total |
|
164,373 |
|
250,775 |
|
415,148 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Controlling shareholders |
|
314,325 |
|
251,530 |
|
565,855 |
Non-controlling shareholders |
|
(149,952) |
|
(755) |
|
(150,707) |
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
Comprehensive (loss) income |
|
12/31/2023 |
Loss on cash flow hedge |
|
(1,361,895) |
|
(125,233) |
|
(1,487,128) |
Foreign currency translation differences |
|
2,010,914 |
|
(172,501) |
|
1,838,413 |
Actuarial losses on defined benefit plan |
|
(219,663) |
|
(71,550) |
|
(291,213) |
Deferred tax on actuarial losses on defined benefit plan |
|
74,685 |
|
24,327 |
|
99,012 |
Loss on measurement of derivative financial instrument |
|
(45,631) |
|
— |
|
(45,631) |
Change in the fair value of a financial asset |
|
77,152 |
|
— |
|
77,152 |
Deferred income tax on financial asset |
|
(26,232) |
|
— |
|
(26,232) |
Total |
|
509,330 |
|
(344,957) |
|
164,373 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
|
567,546 |
|
(253,221) |
|
314,325 |
Non-controlling interests |
|
(58,216) |
|
(91,736) |
|
(149,952) |
Accounting policy: Earnings per share, both basic and diluted, are a financial indicator that shows a company's net income per common share outstanding. a) Basic Earnings per Share Basic earnings per share are calculated by dividing the income attributable to the Company's shareholders by the weighted average number of common shares outstanding during the year, excluding common shares purchased by the Company and held as treasury shares. b) Diluted Earnings per Share Diluted earnings per share are calculated by dividing the income attributable to the holders of common capital of the parent company by the weighted average number of common shares outstanding during the year plus the weighted average number of common shares that would be issued upon conversion of all potentially dilutive common shares into common shares. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share):
Basic and diluted - Continuous operation | |||
|
12/31/2024 |
|
12/31/2023 |
Income attributable to holders of common shares of Company used in calculating basic earnings per share |
(9,608,882) |
|
1,078,737 |
Diluting effect of the share-based plan of subsidiaries |
— |
|
(814) |
Income attributable to holders of common shares of Company used in the calculation of diluted earnings per share |
(9,608,882) |
|
1,077,923 |
|
|
|
|
Weighted average number of common shares outstanding - basic (in thousands of shares) |
|
|
|
Basic |
1,862,704 |
|
1,867,005 |
Dilutive effect of the share-based plan |
— |
|
7,341 |
Share repurchases |
(257) |
|
— |
Diluted |
1,862,447 |
|
1,874,346 |
|
|
|
|
Earnings (losses) per share |
|
|
|
Basic |
(R$5.1586) |
|
R$0.5778 |
Diluted |
(R$5.1593) |
|
R$0.5751 |
Basic and diluted - Discontinued operation |
|
|
|
|
12/31/2024 |
|
12/31/2023 |
Income attributable to holders of common shares of Company used in calculating basic earnings per share |
185,087 |
|
15,654 |
Income attributable to holders of common shares of Company used in the calculation of diluted earnings per share |
185,087 |
|
15,654 |
|
|
|
|
Weighted average number of common shares outstanding - basic (in thousands of shares) |
|
|
|
Basic |
1,862,704 |
|
1,867,005 |
Dilutive effect of the share-based plan |
7,354 |
|
7,341 |
Diluted |
1,870,058 |
|
1,874,346 |
|
|
|
|
Earnings per share |
|
|
|
Basic |
R$0.0994 |
|
R$0.0084 |
Diluted |
R$0.0990 |
|
R$0.0084 |
Diluting instruments
In the fiscal year ended December 31, 2024, 256,753 shares related to the Company's share repurchase plan were considered in the analysis of diluted earnings per share, as they increase the loss per share.
Anti-dilution instruments
In the year ended December 31, 2024, 7,353,624 (12,269,677 as of December 31, 2023) shares related to the Company's share based payment plan were considered in the earnings per share analysis, but did not affect calculations, as they increase earnings per share.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy: The Company presents gross revenue from sales and services, sales deductions, rebates and taxes, as required for Brazilian companies according to Law No. 6,404/76, Section V, Art. 187. The main sources of revenue are: i. Sale of products
The Company recognizes sales revenue upon delivery to the customer. Delivery is considered to be the moment when the customer accepts the goods and the risks and rewards related to ownership are transferred. Revenue is recognized at this time provided that revenue and costs can be measured reliably, receipt of consideration is probable and there is no ongoing management involvement with the products. The lubricants are sold in identified contracts with individual customers and in sets, as a package of goods or services. Some lubricant sales contracts cannot be purchased separately from a package of services. However, the goods and services are clearly distinguished in the contracts. This type of sales represents two separate performance obligations and, therefore, revenue will be recognized for each of these performance obligations when control of the respective goods and services is transferred to the customer. The transaction price is allocated to different performance obligations based on the stand-alone selling price, in which revenues are identified, measured and recorded separately. Trade incentives, including cash incentives, volume discounts and rebates, and free or discounted goods or services, are accounted for as a reduction in revenue. ii. Billed revenue
The Company, through distributors directly and indirectly controlled by Compass Gás e Energia, provides natural gas distribution services in the locations where they hold the concession right. The fair value and selling prices of individual services are broadly similar. Gas distribution revenue is recognized when its value can be reliably measured, and is recognized in the income statement in the same period in which the volumes are delivered to customers based on monthly measurements performed. iii. Unbilled revenue
Unbilled gas revenue refers to the amount of gas delivered that has not yet been metered and billed to customers. This estimate is based on the period between the last measurement date and the last day of the month. Actual volume billed may vary from estimates. The Company believes, based on past experience with similar operations, that the estimated amount of unbilled services will not differ significantly from the actual amount. iv. Concession construction revenue
The construction of the necessary infrastructure for gas distribution is regarded as a construction service provided to the Granting Authority, and revenue is recognized over time using the incurred cost method. The costs are deducted from income when they are incurred. Advances received are accounted for as contractual liabilities. v. Services rendered
Revenue is recognized over time as services are provided. The stage of completion to determine the amount of revenue to be recognized is evaluated based on assessments of progress of work performed. If services under a single contract occur in different periods, consideration is allocated based on their individual sales prices. The individual selling price is determined on the basis of the list prices at which the Company sells the services in separate transactions. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
vi. Logistics services provided
Revenues from the provision of services are recognized when the entity transfers to the counterpart the significant risks and benefits inherent to the provision of services, when it is probable that the economic benefits associated with the transaction will flow to the Company, as well as when its related value and incurred costs can be reliably measured. Service prices are fixed based on service orders or contracts. The Company’s revenue is basically comprised of rail freight, road freight, container transport and port elevation services, which is why the above criteria are normally met to the extent that the logistics service is provided. vii. Lease revenues
Rental revenue is recognized on a straight-line basis over the term of each contract, to the extent that the contracts transfer to customers the right to use the assets for a period in exchange for consideration to the subsidiary that can be measured reliably. viii. Sale of investment properties
Revenue comprises the fair value of the consideration received or receivable for the disposal of investment property in the ordinary course of the subsidiaries’ activities. Revenue is presented net of taxes, returns, allowances and discounts, and in the consolidated financial statements after eliminating sales within the subsidiary. Revenue is recognized when the subsidiary fulfils all the obligations and promises identified in the contract for the transfer of the assets to the customer. |
|
Consolidated |
||
|
12/31/2024 |
|
12/31/2023 |
Gross revenue from the sale of products and services |
50,141,542 |
|
45,298,287 |
Construction revenue |
1,602,284 |
|
1,494,142 |
Indirect taxes and other deductions |
(7,793,084) |
|
(7,323,932) |
Net sales |
43,950,742 |
|
39,468,497 |
In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:
|
12/31/2024 |
|
12/31/2023 |
At a point in time |
|
|
|
Natural gas distribution |
16,186,691 |
|
15,737,450 |
Lubricants, base oil and other |
9,424,869 |
|
9,285,675 |
Lease and sale of property |
1,441,809 |
|
743,411 |
Other |
596,633 |
|
538,445 |
|
27,650,002 |
|
26,304,981 |
Over time |
|
|
|
Railroad transportation services |
13,251,052 |
|
10,379,017 |
Container operations |
685,337 |
|
558,699 |
Construction revenue |
1,602,284 |
|
1,494,141 |
Other services |
823,500 |
|
792,951 |
|
16,362,173 |
|
13,224,808 |
Eliminations |
(61,433) |
|
(61,292) |
Total net sales |
43,950,742 |
|
39,468,497 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy:
The Company and its subsidiaries account for natural gas distribution concession contracts using the intangible asset model in accordance with ICPC 01/IFRIC 12 and CPC 04/IAS 38 and classify the amortization of the concession contract as cost of sales. |
Expenses are presented in the statement of profit or loss and other comprehensive income by function. The income reconciliation by nature/purpose is as follows:
|
Parent Company |
Consolidated |
|||||
|
12/31/2024 |
|
12/31/2023 |
12/31/2024 |
|
12/31/2023 |
|
Raw materials |
— |
|
— |
(7,134,069) |
|
(7,291,453) |
|
Commodity cost (natural gas) |
— |
|
— |
(12,083,199) |
|
(11,919,415) |
|
Railroad transport and port elevation expenses |
— |
|
— |
(3,129,514) |
|
(2,696,333) |
|
Other transport |
— |
|
— |
(484,136) |
|
(523,747) |
|
Depreciation and amortization |
(15,862) |
|
(14,401) |
(3,868,583) |
|
(3,364,943) |
|
Personnel expenses |
(234,779) |
|
(317,936) |
(3,115,478) |
|
(2,893,919) |
|
Construction cost |
— |
|
— |
(1,602,284) |
|
(1,494,141) |
|
Expenses with third-party services |
(55,483) |
|
(46,816) |
(901,372) |
|
(952,294) |
|
Selling expenses |
(81) |
|
(29) |
(42,815) |
|
(37,451) |
|
Cost of properties sold (Note 8) |
— |
|
— |
(746,956) |
|
(153,470) |
|
Other |
(61,949) |
|
(58,208) |
(1,548,827) |
|
(1,101,274) |
|
|
(368,154) |
|
(437,390) |
(34,657,233) |
|
(32,428,440) |
|
|
|
|
|
|
|
|
|
Cost of sales |
— |
|
— |
(30,236,061) |
|
(28,549,896) |
|
Selling expenses |
— |
|
— |
(1,575,890) |
|
(1,350,570) |
|
General and administrative expenses |
(368,154) |
|
(437,390) |
(2,845,282) |
|
(2,527,974) |
|
|
(368,154) |
|
(437,390) |
(34,657,233) |
|
(32,428,440) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Tax credits |
15,861 |
|
— |
|
60,282 |
|
43,835 |
Change in fair value of investment properties – Note 11.5 |
— |
|
— |
|
1,273,033 |
|
2,259,924 |
Loss on disposals of non-current assets and intangible assets |
(16) |
|
13,563 |
|
141,863 |
|
(17,016) |
Result on sale of investments (i) |
— |
|
— |
|
(383,205) |
|
— |
Net effect of provisions for legal proceedings, legal claims, recoverable and tax installments |
(47,391) |
|
(86,619) |
|
(313,876) |
|
(204,158) |
Dividends received from Vale S.A. |
— |
|
— |
|
— |
|
1,339,340 |
Contractual agreement and others (ii) |
— |
|
— |
|
689,764 |
|
(143,221) |
Reversal of other provisions (iii) |
— |
|
— |
|
291,032 |
|
— |
Realization of deferred income |
— |
|
— |
|
— |
|
923,214 |
Other income |
78,059 |
|
66,850 |
|
168,245 |
|
303,825 |
Net impairment loss (iv) |
— |
|
— |
|
(3,155,400) |
|
— |
Gain on corporate restructuring (v) |
— |
|
— |
|
168,855 |
|
— |
Other |
(172,664) |
|
(63,050) |
|
(546,159) |
|
(581,366) |
|
(126,151) |
|
(69,256) |
|
(1,605,566) |
|
3,924,377 |
(i) | Net effect of the sale of a stake in Vale S.A., as per note 2. | |
(ii) | Refers mainly to a commercial agreement with suppliers of the indirect subsidiary Compass. | |
(iii) | In the second quarter of 2024, the subsidiary Comgás reassessed and concluded, in accordance with the criteria of CPC 25 / IAS 37, that there is currently no probable outflow of resources for part of the amount then recorded in its statement of financial position under “Other liabilities”, thus proceeding with its reversal. | |
(iv) | The balance includes provision for write-off of the residual value of assets with traffic directly interrupted by the extreme weather events in Rio Grande do Sul, in the amount of R$182,041 and impairment of the subsidiary Rumo Malha Sul S.A. It also includes an impairment value of the indirect subsidiary Rota 4 Participações S.A., in the amount of R$6,155. | |
(v) | The amount refers to the additional purchase price that CLI SUL undertook to pay to the subsidiary Rumo, under the terms of the purchase and sale agreement. |
Accounting policy: Financial income comprises: • Interest income on invested funds; • Dividends; • Gains on the fair value of financial assets measured at fair value through profit or loss; • Gains on the remeasurement of the fair value of any pre-existing interest in an acquisition in a business combination; • Gains on hedging instruments that are recognised in profit or loss; • Reclassifications of net gains previously recognised in other comprehensive income. Interest income is recognised in profit or loss using the effective interest method. Dividend income is recognised in profit or loss on the date on which the Company's right to receive payment is established, which, in the case of listed securities, is normally the ex-dividend date. Financial expenses comprise: • Interest expense on loans; • Settlement of discount provisions and deferrals; • Losses on disposal of available-for-sale financial assets; • Dividends on preferred shares classified as liabilities; • Fair value losses of financial assets at fair value through profit or loss and contingent consideration; • Impairment losses recognized on financial assets (other than accounts receivable); • Losses on hedging instruments that are recognized in profit or loss; • Reclassifications of net losses previously recognized in other comprehensive income. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Exchange gains and losses on financial assets and financial liabilities are reported on a net basis as finance income or finance cost, depending on whether net foreign currency fluctuations result in a profit or loss position. |
The details of financial income and expenses are as follows:
|
Parent Company |
|
Consolidated |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Cost of gross debt |
|
|
|
|
|
|
|
Interest on debt |
(1,820,040) |
|
(969,613) |
|
(5,767,426) |
|
(4,267,829) |
Monetary and exchange rate variation |
(1,969,526) |
|
60,798 |
|
(5,795,089) |
|
1,921,632 |
Derivatives and fair value measurement |
1,827,880 |
|
(1,253,705) |
|
3,787,479 |
|
(2,684,111) |
Amortization of borrowing costs |
(21,009) |
|
(9,529) |
|
(113,136) |
|
(64,588) |
Guarantees and warranties |
— |
|
— |
|
(36,079) |
|
(38,773) |
|
(1,982,695) |
|
(2,172,049) |
|
(7,924,251) |
|
(5,133,669) |
Income from financial investments and exchange rate in cash and cash equivalents |
200,927 |
|
222,839 |
|
1,975,811 |
|
2,057,369 |
Changes in fair value of investments in listed entities |
— |
|
— |
|
— |
|
(3,147,031) |
|
200,927 |
|
222,839 |
|
1,975,811 |
|
(1,089,662) |
Cost of debt, net |
(1,781,768) |
|
(1,949,210) |
|
(5,948,440) |
|
(6,223,331) |
|
|
|
|
|
|
|
|
Other charges and monetary variations |
|
|
|
|
|
|
|
Interest on other receivables |
63,336 |
|
45,285 |
|
464,883 |
|
450,478 |
Update of other financial assets |
— |
|
1,777 |
|
— |
|
1,777 |
Monetary variation on leases and concessions agreements |
— |
|
— |
|
(387,044) |
|
(514,236) |
Interest on leases |
(3,005) |
|
(3,574) |
|
(641,144) |
|
(444,850) |
Interest on shareholders’ equity |
(1,295) |
|
481,753 |
|
(44,464) |
|
(46,212) |
Interest on contingencies and contracts |
(19,362) |
|
(217,481) |
|
(605,231) |
|
(781,087) |
Interest on sectoral assets and liabilities |
— |
|
— |
|
(88,170) |
|
(97,845) |
Bank charges and other (i) |
(40,703) |
|
(36,319) |
|
155,624 |
|
(107,747) |
Foreign exchange, net |
(3,513,820) |
|
186,321 |
|
(1,655,731) |
|
(133,974) |
|
(3,514,849) |
|
457,762 |
|
(2,801,277) |
|
(1,673,696) |
Financial result, net |
(5,296,617) |
|
(1,491,448) |
|
(8,749,717) |
|
(7,897,027) |
|
|
|
|
|
|
|
|
Reconciliation |
|
|
|
|
|
|
|
Finance expenses |
(2,357,419) |
|
(1,934,520) |
|
(7,637,116) |
|
(11,337,430) |
Finance income |
291,426 |
|
829,235 |
|
2,655,899 |
|
3,028,134 |
Exchange variation, net |
(3,557,941) |
|
712,582 |
|
(5,741,359) |
|
1,777,438 |
Derivatives |
327,317 |
|
(1,098,745) |
|
1,972,859 |
|
(1,365,169) |
Financial result, net |
(5,296,617) |
|
(1,491,448) |
|
(8,749,717) |
|
(7,897,027) |
(i) | On December 9, 2024, the indirect subsidiary Comgás, based on Technical Note No. SEI-0048454038 issued by Arsesp and the right guaranteed under its current Concession Contract, revised the measurement of its estimate of the indemnifiable financial asset, impacting the way in which the indemnity is recognized. This change in estimate had a greater impact on the financial result, as well as less significant impacts on the “Net operating revenue” and “Other assets” headings. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Accounting policy The cost of defined benefit pension plans and other post-employment and the present value of the pension obligation is determined using actuarial valuations. An actuarial valuation involves the use of various assumptions which may differ from actual results in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. A defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed by management at each reporting date. i. Defined contribution A defined contribution plan is a post-employment benefit plan in which the Company pays fixed contributions to a separate entity and has no legal or constructive obligation to pay additional amounts. Obligations for contributions to defined contribution plans are recorded as an employee benefit expense in the financial results during the periods in which the related services are rendered by employees. Contributions to a defined contribution plan that are due more than 12 months after the end of the service period are discounted to their present value. The Company sponsors a defined contribution private pension plan named Plano de Aposentadoria FuturaFlex (for the employees of Compass, Comgás and Commit), managed by FuturaMais – Complementary Pension Fund Entity (Entidade de Previdência Complementar) (formerly named RaizPrev – Private Pension Fund Entity (Entidade de Previdência Privada), which merged Futura II – Entidade de Previdência Complementar). The Entity has administrative, asset and financial autonomy, and has as object the management and execution of social security benefit plans, as defined in the Regulation of Benefit Pension Plans. The Company has no legal or contractual obligations that may generate the need to make additional extraordinary contributions if the plan presents a deficit result. ii. Variable contribution A variable contribution plan is also known as a mixed plan that brings together aspects of the BD – defined benefit and the DC – defined contribution. The other companies of the Group sponsor a supplementary pension plan structured in the Variable Contribution modality, called the Future Retirement Plan II, also managed by FuturaMais – Complementary Pension Fund Entity (formerly called RaizPrev – Private Pension Entity, which incorporated Futura II – Complementary Pension Entity). It brings together the characteristics of the Defined Contribution for scheduled benefits (normal and early retirement) and the Defined Benefit for risk benefits (sickness benefit, disability, savings and death pension). iii. Defined benefit The defined benefit plan is a plan in which the participants have the due benefit established by means of regulatory provisions. The cost is determined through actuarial evaluations, which are conducted at least annually based on assumptions. Pension Plan The Pension Plan, managed by Futura – Entidade de Previdência Complementar, is sponsored by Cosan Lubrificantes e Especialidades S.A., and is closed since 2011. According to the regulation, which leads the Company to adopt such a provision in the present value of benefits and that assisted participants receive annuity according to the plan. The main actuarial risks are: a) life expectancy longer than specified in the mortality table; b) the return on equity under the actuarial discount rate plus the accrued IGP-DI; and c) real family structure of different hypotheses of established retirement. Health insurance The Company has defined benefit plans related to medical assistance in the subsidiaries Comgás and Compagas. The Subsidiary Comgás offers the following post-employment health care benefits, granted to former employees and their dependents who retired up to May 31, 2000. After this date, only employees with 20 years contribution to Social Security (Instituto Nacional do Seguro Social), or “INSS,” and 15 years uninterrupted work at the Company up to May 31, 2000, are entitled to this defined benefit plan, provided that, on the date of retirement, they were working at the Company. Compagas offers the Pró-Saúde Plan for employees and their dependents, with monthly contributions from the sponsor and employees. Beneficiaries on retirement will have the right to remain in the plan for life. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The main risks of this plan are the longer survival of the beneficiaries and the higher cost of medical inflation compared to those considered in the calculations. Pension plan Compagas offers a defined contribution plan of the mixed type, which is characterized by the accumulation of savings during the employees' active phase and when they retire it is converted into a life annuity. The main risks of this plan are greater survival of the beneficiaries and greater salary growth in relation to those considered in the calculations. The liability recognized in the statement of financial position in respect of defined benefit post-employment plans is calculated annually by independent actuaries. The amount recognized in the statement of financial position in relation to health plan liabilities represents the present value of the obligations less the fair value of the assets, including actuarial gains and losses. Remeasurement of the net obligation, which include: actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset cap (if any, excluding interest), are recognized immediately in other comprehensive income. Net interest and other expenses related to defined benefit plans are recognized in profit or loss. Actuarial gains and losses based on experience adjustments and changes in actuarial assumptions are recognized directly in equity as other comprehensive income, when incurred. |
|
Consolidated |
||
|
12/31/2024 |
|
12/31/2023 |
Defined contribution |
|
|
|
Futura II |
298 |
|
333 |
Defined benefit |
|
|
|
Futura |
141,050 |
|
175,150 |
Health Insurance |
385,272 |
|
442,164 |
|
526,322 |
|
617,314 |
Total |
526,620 |
|
617,647 |
DETAILS OF CURRENT PLANS
a) Defined contribution
During the year ended December 31, 2024, the amount of employee contributions increased to R$111 (R$103 as of December 31, 2023).
b) Defined benefit
The subsidiary Cosan Lubrificantes e Especialidade (“CLE”) sponsors Futura - Entidade de Previdência Complementar ("Futura"), formerly known as Previd Exxon - Entidade de Previdência Complementar, whose primary objective is to provide supplemental benefits within certain limits established by the Retirement Plan regulations. On May 5, 2011, the competent authorities authorized a modification to this plan to exclude new participants. The contributions totaled R$16,252 for the year ended December 31, 2024 (R$13,199 for the year ended December 31, 2023). The weighted average duration of the obligation is 8.9 years as of December 31, 2024 and 2023. In 2025, CLE expects to make a contribution of R$16,328 to its defined benefit plan.
c) Pension plan
The subsidiary Compass recorded in the statement of profit or loss the amount of R$15,076 (R$14,647 as of December 31, 2023) related to contributions to the defined contribution pension plan.
In addition, the indirect subsidiary Compagás performed the actuarial analysis of the defined benefit pension plan, which is in surplus and, therefore, no balances were recorded. The details are below:
|
12/31/2024 |
Liability at year-end |
(32,604) |
Financial assets at year-end |
42,435 |
Accrued surplus |
9,831 |
Asset limit effect |
(9,831) |
Liability to be recognized |
— |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
d) Medical plan
Obligations related to post-employment benefit plans, which include medical assistance and retirement incentives, sick pay and disability pension.
The defined benefit pension plan is governed by Brazilian labor laws, which mandate that final salary payments during retirement be adjusted for the consumer price index at the time of payment. The level of benefits provided is dependent on the member's length of service and final salary. During the year ended December 31, 2024, the contributions amounted to R$31,169 (R$27,088 for the year ended December 31, 2023). The weighted average duration of the obligation is 8.9 years (10.9 years as of December 31, 2023) in the subsidiary Comgás and 20.4 years (27.5 years in 2023) in the subsidiary Compagas. In 2025, the subsidiaries expect to make a contribution of R$46,643 to their defined benefit plan.
BREAKDOWN AND CHANGES IN CURRENT PLANS
The details of the present value of the defined benefit obligation and the fair value of the plan assets are as follows:
|
12/31/2024 |
|
12/31/2023 |
Actuarial obligation at beginning of the year |
1,141,841 |
|
1,097,982 |
Current service cost |
386 |
|
157 |
Business combination |
9,560 |
|
— |
Interest on actuarial obligation |
105,302 |
|
107,057 |
Early settlement in the plan |
— |
|
— |
Actuarial (gain) loss arising from financial assumptions |
(170,791) |
|
62,807 |
Actuarial loss (gain) arising from experience adjustment |
23,181 |
|
(62,889) |
Actuarial gains arising from demographic assumptions |
505 |
|
22,116 |
Benefit payments |
(91,684) |
|
(85,389) |
Actuarial obligation at the end of the year |
1,018,300 |
|
1,141,841 |
|
|
|
|
Fair value of plan assets at the beginning of the year |
(524,527) |
|
(522,474) |
Interest income |
(46,423) |
|
(49,720) |
Return on investments in the year (excluding interest income) |
34,709 |
|
2,443 |
Early settlement in the plan |
— |
|
— |
Employer contributions |
(43,340) |
|
(40,278) |
Benefit payments |
87,603 |
|
85,502 |
Fair value of plan assets at the end of the year |
(491,978) |
|
(524,527) |
Net defined benefit liability |
526,322 |
|
617,314 |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
The total expense recognized in the financial results is as follows:
|
12/31/2024 |
|
12/31/2023 |
Current service cost |
(386) |
|
(157) |
Interest on actuarial obligation |
(58,879) |
|
(57,337) |
|
(59,265) |
|
(57,494) |
Total amount recognized as accumulated other comprehensive income:
|
12/31/2024 |
|
12/31/2023 |
Accumulated at the beginning of the year |
180,311 |
|
204,788 |
Actuarial gain (loss) arising from financial assumptions |
168,351 |
|
(62,807) |
Actuarial (loss) gain arising from experience adjustment |
(23,575) |
|
62,889 |
Actuarial loss arising from demographic assumptions |
— |
|
(22,116) |
Return on investments in the year (excluding interest income) |
(34,709) |
|
(2,443) |
Accumulated at the end of the year |
290,378 |
|
180,311 |
The plan's assets consist of the following:
|
12/31/2024 |
|
12/31/2023 |
||||
|
Value |
|
% |
|
Value |
|
% |
Fixed income |
491,194 |
|
100.00% |
|
523,743 |
|
100.00% |
|
491,194 |
|
100.00% |
|
523,743 |
|
100.00% |
Plan assets consist of financial assets quoted on active markets and are therefore classified as Levels 1 and 2 in the fair value hierarchy. The expected rate of return on plan assets is determined based on market expectations applicable to the period during which the obligation is to be settled at the time the rate is determined.
The following are the primary assumptions used to determine the Company's and its subsidiaries' benefit obligations:
|
Future |
|
Health insurance |
||||
|
12/31/2024 |
|
12/31/2023 |
|
12/31/2024 |
|
12/31/2023 |
Discount rate |
11.07% |
|
9.29% |
|
12.14% p.a. |
|
10.12% p.a. |
Inflation rate |
3.50% |
|
3.50% |
|
4.50% p.a. |
|
4.50% p.a. |
Future salary increases |
N/A |
|
N/A |
|
N/A |
|
N/A |
Morbidity (aging factor) |
N/A |
|
N/A |
|
3.00% |
|
3.00% |
Future pension increases |
3.50% |
|
3.50% |
|
3.00% p.a. |
|
3.00% p.a. |
Overall mortality (segregated by sex) |
N/A |
|
N/A |
|
AT-2000 (smoothed in 10%) |
|
AT-2000 (smoothed in 10%) |
Disability mortality |
N/A |
|
N/A |
|
IAPB-1957 |
|
IAPB-1957 |
Entry into disability (modified) |
N/A |
|
N/A |
|
UP-84 modified |
|
UP-84 modified |
Turnover |
N/A |
|
N/A |
|
0.60/ (service time +1) |
|
0.60/ (service time +1) |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Sensitivity analysis
Change in the discount rate is one of the relevant actuarial assumptions, as it impacts the defined benefit obligation. The following table demonstrates the sensitivity of the defined benefit obligation to changes in the discount rate, keeping other assumptions constant:
|
Discount rate |
|
Medical inflation |
||||
|
Increase 0.50% |
|
Reduction (0.50)% |
|
Increase 0.50% |
|
Reduction (0.50)% |
Futura |
611,199 |
|
654,754 |
|
— |
|
— |
Health insurance |
(17,382) |
|
18,988 |
|
(432) |
|
520 |
There have been no changes regarding biometric and demographic assumptions compared to previous years and the methods adopted in preparing the sensitivity analysis.
Accounting policy: The fair value of share-based payment benefits at the grant date is recognized, as personnel expenses, with a corresponding increase in equity, for the period in which employees unconditionally acquire the right to the benefits and ratably over the vesting period. The amount recognized as an expense is adjusted to reflect the number of shares for which there is an expectation that the service conditions and non-market acquisition conditions will be met, such that the amount ultimately recognized as an expense is based on the number of shares that actually meet the service conditions and non-market acquisition conditions on the date the payment rights are acquired (vesting date). For share-based payment benefits with a non-vesting condition, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no modification for differences between expected and actual benefits. The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities during the period in which employees unconditionally acquire the right to payment. Liabilities are remeasured at each financial position date and settlement date, based on the fair value of share appreciation rights. Any changes in the fair value of the liability are recognized in profit or loss as personnel expenses. |
The Company and its subsidiaries have Share-Based Compensation Plans that are payable in shares and cash. As of December 31, 2024, the Group has the following share-based payment arrangements:
Programs granted up to December 31, 2023 and still in force
• | Granting of shares (settled in shares), without lock-up, with delivery of shares at the end of the 5-year vesting period, subject only to maintenance of the employment relationship (service condition). |
• | Granting of shares (settled in shares), without lock-up, with delivery of shares throughout or at the end of the 3- to 5-year vesting period, subject to: |
I. | Part of the options being vested in part on maintenance of the employment relationship (service condition); and | |
II. | Part being vested in part on achievement of each of the metrics that make up the performance targets (performance conditions). |
• | Share-based compensation plan (settled in cash) in which beneficiaries are assigned a certain number of units referenced to a theoretical share price calculated based on the Cosan Group's EBITDA for each year. The units will be paid in cash, upon compliance with the contractual conditions of a 3- to 5-year vesting period. Payments occur at the end of each cycle (3 to 5 years after the grant date), based on the converted reference value of the share at that time. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Grants made in 2024
In the year ended of December 31, 2024, the following share-based payments Program was established:
Program |
Conditions for vesting |
Invest Partners |
Grant January 30, 2024. The incentive program is conditioned on service time (service condition) and performance goals (performance conditions). Of the total actions of the program, 60% are related to service time for the period of 5 years and the actions are granted annually. The rest, equivalent to 40% of the program, are related to performance goals being necessary to achieve specific metrics that can vary between 0% and 110% (to calculate the fair value was considered the achievement of 100%). Shares are locked up for one year. The 2024 grant refers only to the portion granted annually, which is linked to service conditions, (vesting period of 12 months). |
Invest Cosan 2024 |
Grant: July 31, 2024, The incentive program is conditioned to service conditions and performance conditions. Of the total actions of the program, 50% are related to length of service for a period of 3 years. The remainder, equivalent to 50% of the program, are related to performance goals, requiring the achievement of specific metrics that can vary from 0% to 150%. |
Invest Program 2024 – Rumo |
Grant: August 22, 2024. Option programs, without lock-up, with delivery of the shares at the end of the three-year vesting period, subject to i) part of the options being conditional on maintaining the employment relationship (service condition) and ii) part on achieving each of the metrics that make up the performance targets (performance conditions), with the amount of performance options granted varying between 0% and 200% depending on performance. |
Phantom shares – Compass |
Grant: August 1, 2024. Phantom share plan providing for the grant of stock appreciation rights (“SARs”). SARs offer the opportunity to receive a cash payment equal to the fair market value of Compass common stock. |
SOP 2024 Moove Program |
Granted on November 20, 2024. The incentive program is conditional on length of service (service condition) and linked to the occurrence of a liquidity event defined in the program (performance conditions). The options granted to participants may only be exercised after they become vested options, and the maximum term for exercising the Options will be six (6) years from the date of grant. |
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
Award Type / Award Date |
|
Company |
|
Life expectancy (months) |
|
Grants under plans |
|
Exercised / Canceled / Transferred |
|
Available |
|
Fair value as of grant date - R$ |
Share grant program |
|
|
|
|
|
|
|
|
|
|
||
07/31/2019 |
|
Cosan S.A. |
|
60 |
|
229,020 |
|
(229,020) |
|
— |
|
13.44 |
07/31/2020 |
|
Cosan S.A. |
|
60 |
|
68,972 |
|
(29,720) |
|
39,252 |
|
20.93 |
07/31/2021 - Invest I |
|
Cosan S.A. |
|
36 |
|
424,839 |
|
(424,839) |
|
— |
|
24.38 |
09/10/2021 - Invest II |
|
Cosan S.A. |
|
48 |
|
5,283,275 |
|
(5,283,275) |
|
— |
|
22.24 |
10/11/2021 - Invest III |
|
Cosan S.A. |
|
60 |
|
806,752 |
|
(552,900) |
|
253,852 |
|
23.20 |
07/31/2022 - Invest I |
|
Cosan S.A. |
|
36 |
|
846,506 |
|
(301,499) |
|
545,007 |
|
18.74 |
11/22/2022 - Invest Partners |
|
Cosan S.A. |
|
60 |
|
377,173 |
|
(20,936) |
|
356,237 |
|
17.14 |
01/30/2023 - Invest Partners |
|
Cosan S.A. |
|
36 |
|
12,472,325 |
|
(7,864,867) |
|
4,607,458 |
|
15.26 |
07/31/2023 - Invest Cosan I - Regular |
|
Cosan S.A. |
|
36 |
|
1,047,845 |
|
(409,020) |
|
638,825 |
|
17.53 |
12/01/2023 - Invest Cosan III - Associates |
|
Cosan S.A. |
|
60 |
|
546,734 |
|
(70,697) |
|
476,037 |
|
17.68 |
01/30/2024 - Invest Partners |
|
Cosan S.A. |
|
12 |
|
2,322,324 |
|
(2,322,324) |
|
— |
|
18.18 |
07/31/2024 - Invest Cosan 2024 |
|
Cosan S.A. |
|
36 |
|
1,428,479 |
|
— |
|
1,428,479 |
|
13.54 |
|
|
|
|
|
|
25,854,244 |
|
(17,509,097) |
|
8,345,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/01/2023 - Program SOP A |
|
Moove |
|
72 |
|
699,276 |
|
(699,276) |
|
— |
|
142.62 |
07/01/2023 - Program SOP B |
|
Moove |
|
72 |
|
279,710 |
|
(279,710) |
|
— |
|
88.32 |
07/01/2023 - Program SOP C |
|
Moove |
|
72 |
|
223,768 |
|
(223,768) |
|
— |
|
76.54 |
07/01/2023 - Program SOP D |
|
Moove |
|
72 |
|
139,855 |
|
(139,855) |
|
— |
|
71.45 |
11/20/2024 - Program SOP 2024 |
|
Moove |
|
72 |
|
610,940 |
|
— |
|
610,940 |
|
50.05 |
|
|
|
|
|
|
1,953,549 |
|
(1,342,609) |
|
610,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/15/2019 |
|
Rumo S.A. |
|
60 |
|
843,152 |
|
(843,152) |
|
— |
|
22.17 |
11/11/2020 |
|
Rumo S.A. |
|
60 |
|
776,142 |
|
(404,206) |
|
371,936 |
|
20.01 |
05/05/2021 |
|
Rumo S.A. |
|
60 |
|
1,481,000 |
|
(1,377,718) |
|
103,282 |
|
20.84 |
09/15/2021 |
|
Rumo S.A. |
|
36 |
|
1,560,393 |
|
(1,560,393) |
|
— |
|
18.19 |
09/01/2022 |
|
Rumo S.A. |
|
36 |
|
1,781,640 |
|
(290,869) |
|
1,490,771 |
|
20.36 |
09/06/2023 |
|
Rumo S.A. |
|
36 |
|
1,724,867 |
|
(201,544) |
|
1,523,323 |
|
21.86 |
08/22/2024 |
|
Rumo S.A. |
|
36 |
|
2,433,432 |
|
(61,015) |
|
2,372,417 |
|
23.37 |
|
|
|
|
|
|
10,600,626 |
|
(4,738,897) |
|
5,861,729 |
|
|
Share-based compensation plan (settled in cash) |
|
|
|
|
|
|
|
|
||||
07/31/2019 - Invest I |
|
Moove |
|
60 |
|
132,670 |
|
(132,670) |
|
— |
|
50.79 |
07/31/2020 - Invest II |
|
Moove |
|
60 |
|
106,952 |
|
(18,341) |
|
88,611 |
|
61.89 |
07/31/2021 - Invest III |
|
Moove |
|
36 |
|
80,729 |
|
(80,729) |
|
— |
|
102.73 |
07/31/2022 - Invest IV |
|
Moove |
|
36 |
|
77,967 |
|
(6,114) |
|
71,853 |
|
135.05 |
07/31/2023 - Invest V |
|
Moove |
|
36 |
|
82,204 |
|
(1,856) |
|
80,348 |
|
150.98 |
07/31/2024 - Invest VI |
|
Moove |
|
36 |
|
61,732 |
|
— |
|
61,732 |
|
234.43 |
08/01/2022 |
|
Compass |
|
36 |
|
950,994 |
|
(128,164) |
|
822,830 |
|
25.59 |
08/01/2022 |
|
Edge Comercialização |
|
36 |
|
31,409 |
|
(25,531) |
|
5,878 |
|
25.59 |
08/01/2022 |
|
TRSP |
|
36 |
|
35,604 |
|
(5,120) |
|
30,484 |
|
25.59 |
08/01/2023 |
|
Compass |
|
36 |
|
275,746 |
|
(38,408) |
|
237,338 |
|
34.12 |
08/01/2023 |
|
Edge Comercialização |
|
36 |
|
27,006 |
|
(16,740) |
|
10,266 |
|
34.12 |
08/01/2023 |
|
TRSP |
|
36 |
|
26,246 |
|
— |
|
26,246 |
|
34.12 |
08/01/2024 |
|
Compass |
|
36 |
|
277,262 |
|
— |
|
277,262 |
|
42.21 |
08/01/2024 |
|
Edge Comercialização |
|
36 |
|
97,535 |
|
(18,906) |
|
78,629 |
|
42.21 |
08/01/2024 |
|
TRSP |
|
36 |
|
2,867 |
|
— |
|
2,867 |
|
42.21 |
11/01/2024 |
|
Compass |
|
33 |
|
12,751 |
|
— |
|
12,751 |
|
42.21 |
|
|
|
|
|
|
2,279,674 |
|
(472,579) |
|
1,807,095 |
|
|
Total |
|
|
|
|
|
40,688,093 |
|
(24,063,182) |
|
16,624,911 |
|
|
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Reconciliation of outstanding share grants
The change in outstanding share grants is as follows:
|
|
Parent company |
|
Consolidated |
Balance as of January 1, 2023 |
|
7,426,957 |
|
17,876,508 |
Granted |
|
14,066,904 |
|
16,868,466 |
Exercised/canceled/other |
|
(1,456,999) |
|
(3,187,476) |
Balance as of December 31, 2023 |
|
20,036,862 |
|
31,557,498 |
Granted |
|
3,750,803 |
|
6,856,907 |
Addition of shares(i) |
|
— |
|
605,005 |
Exercised/canceled/other(ii) |
|
(15,442,518) |
|
(22,394,499) |
Balance as of December 31, 2024 |
|
8,345,147 |
|
16,624,911 |
(i) | Total accrued shares correspond to the proportional number of dividends, interest on equity and reduction of equity eventually paid or credited by the Compass subsidiary to its shareholders between the date of the grant and the end of said vesting exercise. |
(ii) | In August 2024, 100% of the provision for the “01/30/2024 - Invest Partners” plan and the first tranche of the “10/11/2021 - Invest III” plan was brought forward. The plans were settled in September 2024 and the advance provision amounted to R$14,585 considering principal and charges. |
b) Fair value measurement
The weighted average fair value of the programs granted during December 31, 2024 and 2023 and the main assumptions used in applying the Black-Scholes and Binominal model were as follows:
|
|
Average market price on the grant date |
|
Interest rate |
|
Volatility |
Cosan S.A |
12/31/2024 |
13.54 |
|
N/A |
|
N/A |
12/31/2023 |
16.82 |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
Compass |
12/31/2024 |
45.29 |
|
N/A |
|
N/A |
12/31/2023 |
42.21 |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
Rumo (i) |
12/31/2024 |
23.37 |
|
10.41% |
|
25.84% |
12/31/2023 |
21.87 |
|
10.41% |
|
25.84% |
|
|
|
|
|
|
|
|
Moove (ii) |
12/31/2024 |
66.97 |
|
4.05% |
|
42.85% |
|
12/31/2023 |
105.98 |
|
4.05% |
|
42.85% |
(i) | Volatility was determined based on the historical volatility of the share price in the last thirty days prior to the grant date. |
(ii) | Volatility was determined based on the historical volatility of the parent company's share price, since Moove is not yet publicly traded, taking as a measure the period proportional to the term of the plan. |
c) Expenses recognized in the result
Share-based compensation expenses included in the statement of profit or loss for the year ended December 31, 2024 were R$65,901 (R$207,713 as of December 31, 2023).
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
COSAN CORPORATE
INCORPORATION OF COSAN OITO S.A.
On January 8, 2025, the Company completed the process of incorporating Cosan Oito, after obtaining the necessary regulatory approvals. All assets, rights and obligations of this subsidiary were fully transferred for the Company.
PARTIAL DISPOSAL OF INVESTMENT IN VALE
On January 16, 2025, Cosan sold 173,073,795 common shares of Vale, corresponding to 4.05% of the associate's share capital, for R$9,050,029. The Company kept 4,268,720 common shares, corresponding to 0.10% of the associate's share capital.
EARLY REDEMPTION OF DEBENTURES
On January 22, 2025, the Company requested the optional early redemption of the 1st Series of the 3rd Issue of Simple Debentures, non-convertible into Shares, unsecured, with original maturity in 2028, in the total amount of R$750,000 (to be increased by the remuneration calculated pro rata temporis from the date of the last payment of the remuneration until the date of the actual payment and the premium).
EARLY CALL – BOND 2027
On January 31, 2025, the Company announced to the market that it had decided to exercise the early call clause related to the Bonds maturing in January 2027. The exercise date for the full redemption, in the amount of U.S.$392 million, will be March 14, 2025 at the face value of the bonds.
TENDER OFFERS - BONDS 2029, 2030 AND 2031
On January 31, 2025, the Company announced the market that it had sent notices of tender offers for the bonds issued by Cosan Luxembourg: Bonds 2029, Bonds 2030 and Bonds 2031.
The total amount of the repurchase was expected to be up to U.S.$900,000 thousand. On March 5, 2025, the repurchase process was concluded and the total amount offered for repurchase by the holders of the securities and accepted for repurchase by the Company was U.S.$778,511 thousands, as shown in the table below:
Notes |
Maturity |
|
Added value of principal (U.S.$) |
Aggregate value accepted (U.S.$) |
In thousand of American dollars |
||||
5.500% Senior notes |
September 20, 2029 |
|
740,750 |
236,522 |
7.500% Senior notes |
June 27, 2030 |
|
550,000 |
273,253 |
7.250% Senior notes |
June 27, 2031 |
|
600,000 |
268,736 |
RECTIFICATION OF DIVIDENDS COSAN NOVE
On February 12, 2025, the shareholders approved the rectification of dividends mentioned at the Annual General Meeting held on November 27, 2024, in the amount of R$40,000 to R$371,000 and on February 28, 2025, it carried out the financial settlement for the shareholder holding the preferred shares in the amount of R$331,000.
EARLY REDEMPTION
On February 12 and 13, 2025, respectively, the Company settled in advance Loan 4131 in the amount of U.S.$600,000 thousand, equivalent to R$3,462,660, and Debenture in the amount of U.S.$300,000 thousand, equivalent to R$1,733,640 , acquired in February 2024 and December 2023, respectively.
With the early settlement of these debts, the Total Return Swap (“TRS”) and Time Deposit operations were also settled, which had been used to internalize debts, as per note 5.4 (a).
DISTRIBUTION OF VALE S.A. DIVIDENDS
On February 19, 2025, the Board of Directors of Vale S.A. approved remuneration to shareholders in the gross amount per share of R$2.141847479, deliberated as additional remuneration, to be paid on March 14, 2025, considering the shareholder base on March 7, 2025.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
COMPASS
ISSUE OF DEBENTURES
On January 10, 2025, the indirect subsidiary Compagas raised, through the 5th issue of debentures, the amount of R$ 410,000 with interest corresponding to the accumulated variation of the average daily DI rates plus a spread of 0.50% p.a. and with maturity of the principal and interest on January 7, 2027, for payment in a single installment on the maturity date.
On February 18, 2025, TRSP Subsidiaries concluded the raising of the 2nd issue of simple, non-convertible debentures in the amount of R$800,000 with remuneration of IPCA + 7.4367% p.a., semi-annual interest and principal maturing between January 15, 2030 and January 15, 2033. The funds obtained from the issue will be used to reimburse costs, expenses or debts related to the project to build a liquefied natural gas regasification terminal located in the city of Santos
MOOVE
PURCHASE AGREEMENT FOR DIPI HOLDINGS S.A
On September 29, 2024, the subsidiary CLE entered into a purchase and sale agreement to acquire 100% of the shares of DIPI Holdings S.A. for the price of R$410,000, of which R$310,000 in cash, which after debt and working capital adjustments on the closing date resulted in a disbursement of R$232,886, and R$100,000 to be paid in two installments up to 2027, related to the performance of the acquired company in the earn-out.
The group is made up of three operating companies: Pax Lubrificantes Ltda., Elvin Lubrificantes Industria e Comercio Ltda. and Lubripack Industria e Comercio Ltda., which manufacture and sell greases and lubricating oils for automotive and industrial use, as well as a plastic blow molding unit.
On January 2, 2025, the transaction was completed after all the purchase conditions were fully met. The Purchase Price Allocation (“PPA”) process is underway to evaluate the assets acquired and liabilities assumed.
RIO DE JANEIRO´S PLANT (FIRE INCIDENT)
On February 8, 2025, a fire incident occurred at the Industrial Complex (“CIG”) of the subsidiary CLE, located in Rio de Janeiro, Brazil.
The fire affected part of the production area and administrative offices, that were not operational on the day, representing 10% of the total complex area.
All emergency and risks protocols during the crisis have been put into practice immediately to control the incident and all containment measures through the execution of the Company’s contingency plan worked satisfactorily to minimize more serious damages, including our structure, local community and environmental. There were no victims or injured people in the incident and no material environmental or social impacts were identified.
The bulk operations for lubricants and base oils, tanks terminal, marine operations, pier operations, which represent around one third of production, did not have their operations affected and continue to operate regularly.
The Company has already started its continuity plan to reestablish the blending & filling operations
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
a) Operational disruption
Due to effective containment and safety measures, the fire was controlled and just the finished lubricants products manufacturing was impacted and is closed at the moment for inspections and assessments, thus maintaining the operation of the entire rest of the industrial complex – bulk operations for lubricants and base oils, tanks terminal, marine operations, pier operations – which is currently estimated to represent 30% to 35% of production.
As part of Company´s continuity and response plan for a crisis of this nature, there are essentially four counter measures, which are already in implementation: a) Reallocate blending & filling to Company´s affiliates; b) Product availability and supply chain directly through our strategic alliance; c) Production by third-party partners approved by the Company; d) Safety Inventory Level spread across its distribution centers network.
b) Insurance coverage
Due to the complexity of Moove's operating segment, all global operations have comprehensive insurance coverage, with policies covering operational risks, business interruption damage, civil liability and environmental liability. The company has started evaluating and carrying out inspections with insurance companies. The indemnity limit totals approximately R$1,200,000 for this incident in the affected region.
c) Write-off of Assets
As a result of the event, Moove will record, in 2025, the write-off of the affected assets at the CIG lubricants plant, which are part of its South American cash-generating unit, impacting the balance sheet and income statement. The amount of the write-off/loss is being analyzed, with a current estimate of between R$190,413 and R$285,620 for inventory and fixed asset losses. Business interruption losses are not quantifiable at this time.
d) Impairment Test and Operational Continuity
The Company reassessed the assumptions of its long-term financial modeling, considering the incident and reviewing scenarios with multiple variants, including stress tests. The main assumption tested was the volume of sales in liters, with a variation in the Compound Annual Growth Rate (“CAGR”) from 2.4% to 1.6% over 5 years. After this review and considering the information available, it is highly probable that there will be no need to recognize provisions for impairment on December 31, 2024. The Company maintains its operations on a going concern basis.
RAÍZEN
DISCONTINUATION OF THE RECURRING OPERATION OF THE COSTA PINTO SECOND GENERATION ETHANOL (“E2G”) PILOT PLANT (PLANT 1)
On January 17, 2025, the jointly controlled subsidiary Raízen announced that, as of the next harvest, starting on April 1, 2025, the Costa Pinto E2G pilot plant (Plant 1) located in Piracicaba in the state of São Paulo and inaugurated in 2015, will have its recurring operation discontinued and will start to operate as a unit dedicated to tests and future developments of the biofuel.
All the commercial commitments that were linked to the operation of Plant 1 will be performed through the Bonfim Plant (Plant 2), which is already operational, and the Univalem (Plant 3) and Barra (Plant 4) plants, which are in the commissioning phase and will start operating after obtaining the necessary authorizations.
RUMO
CORPORATE REORGANIZATION OF RUMO MALHA NORTE
On February 19, 2025, Rumo S.A. and Rumo Malha Norte S.A. informed their shareholders and the market in general that their respective Boards of Directors approved a potential corporate reorganization proposal to be submitted in due course for approval by the shareholders of the companies involved at their respective general meetings, as well as the constitution of special independent committees and the election of members to make up said committees, which will act in the negotiation of the exchange ratio involved in the potential corporate reorganization. If and when approved, the corporate reorganization will optimize the corporate structure, through the incorporation of shares of minority shareholders (0.26% of the share capital) of Malha Norte by Rumo, resulting in the conversion of Malha Norte into a wholly-owned subsidiary of Rumo. The minority shareholders of Malha Norte who remain shareholders until the date of approval of the Corporate Reorganization by the respective general meetings of the companies involved will receive ordinary shares in Rumo, in proportion to their respective holdings in the share capital of Rumo Malha Norte.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
26.1 RECENT ACCOUNTING STANDARDS ADOPTED BY THE COMPANY
The standards and amendments that came into effect for fiscal years beginning on or after January 1, 2024, did not have a material impact on the Company's financial statements. The Company did not early adopt any other standard, interpretation or amendment that has been issued but is not yet in effect.
Amendment to CPC 32 - Item 4A regarding the new Pillar Two tax rule
The amendments introduced by CPC 32 in December 2023 established a temporary exemption for the recognition and disclosure of deferred tax assets and liabilities related to Pillar Two income taxes, a measure that has been adopted by the Company since December 2023.
The Pillar Two rules came into effect in 2024 in several European countries, impacting multinationals operating in those countries. During the first three years, companies will be able to use simplified transition rules (Safe Harbor), which seek to reduce the complexity of calculations in the initial adaptation period. Since the Company has operations in jurisdictions where Pillar Two rules have been in effect since January 1, 2024, we have assessed the potential exposure of these entities to Pillar Two income taxes. This assessment was conducted based on the most recent accounting and tax information, and Safe Harbor tests were applied to this data. Based on the application of the Safe Harbor rules, it was concluded that the Company's entities are not subject to IR/CS adjustments and, therefore, no material impacts have been identified to date.
Amendments to IFRS 16/ CPC 06 (R2) – Leases
Inclusion of requirements on variable payments for a sale-leaseback that aims to provide guidance on how to account for variable payments to the seller-lessee in a sales and leaseback transaction. These amendments had no impact on the individual and consolidated financial statements of the Cosan Group, as they are not applicable to the Company.
Changes to IAS 1/ CPC 26 (R1) – Presentation of Financial Statements
The IASB has issued amendments to IAS 1 (CPC 26 (R1)) to improve the information provided by an entity that has restrictive clauses (covenants) that may affect the classification of its debts depending on whether or not these clauses are complied with. In particular, the amendments aim to clarify that failure to comply with these clauses within the assessment period may affect the classification between current and non-current, determining that there is no reclassification to be made if the covenants had an impact only after the assessment period. In the financial statement, we had no impacts regarding the change in the standard, as this assessment is already carried out and the Company's debts are classified according to the monitoring of the covenants.
Amendments to CPC 03/IAS 7 and CPC 40/IFRS 7) - Supplier financing arrangements ("Drawer Risk")
The amendments introduce two new disclosure objectives – one in IAS 7 and one in IFRS 7 – for a company to provide information about its supplier financing arrangements that allows the reader of the financial statements to assess the effects of those arrangements on the company's liabilities and cash flows. It will also be necessary to disclose the type and effect of non-monetary changes in the carrying amounts of financial liabilities that form part of a supplier financing arrangement. The Company has companies in the group where there are operations with a risk drawn, however, for consolidation purposes, as per the breakdown of financial instruments in note 5, the amounts are not material for disclosure purposes.
Notes to the consolidated financial statement
(In thousands of Reais, except when otherwise indicated)
26.2 NEW STANDARDS AND INTERPRETATIONS NOT YET IN FORCE
The new and amended standards and interpretations issued but not yet in force as of the date of issuance of the Company's financial statements are described below, except for those which, in the assessment of Management, do not have the potential to produce effects on the financial statements. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they come into force.
Amendments to IAS 21/CPC 02 (R2) – Effects of Changes in Exchange Rates and Translation of Financial Statements and CPC 37 (R1) – Initial Adoption of International Accounting Standards
In September 2024, the Accounting Pronouncements Committee (CPC) issued Revision of Technical Pronouncements No. 27, which introduced amendments to CPC 02 (R2) and CPC 37 (R1). The amendments define the concept of convertible currency and provide guidance on the treatment of non-convertible currencies, which should be measured at the measurement date in accordance with the purpose of the transaction. If the currency is non-convertible, the exchange rate to be used should reflect market conditions, and, in the case of multiple rates, the one that best represents the settlement of cash flows should be used. The pronouncement also reinforces the importance of disclosures about non-convertible currencies so that the financial impacts and risks are understood. The amendments are effective for financial statements beginning on or after January 1, 2025, but are not expected to have a material impact on the Group's financial statements.
IFRS 18 - Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 establishes new requirements for the presentation of the statement of profit or loss, including specific totals and subtotals. In addition, entities must classify all revenues and expenses into one of the following five categories: operating, investing, financing, income taxes, and discontinued operations, with the first three categories being new.
The standard also requires the disclosure of performance measures defined by management, subtotals of revenues and expenses, and imposes new requirements for the aggregation and disaggregation of financial information, based on the “functions” identified in the primary financial statements and explanatory notes.
In addition, specific changes were made to IAS 7, such as the modification of the starting point for determining cash flows from operations using the indirect method, which changes from "profit or loss for the period" to "operating profit or loss", and the removal of the option to classify cash flows from dividends and interest.
The amendments to IFRS 18 will be effective for reporting periods beginning on or after January 1, 2027, and must be applied retrospectively. The Group is currently working to identify all the impacts that these changes will have on its financial statements and respective explanatory notes in order to be in force with the new requirement within the established deadline.
IFRS 19 - Subsidiaries without Public Responsibility
In May 2024, the IASB released IFRS 19, effective January 1, 2027, which allows qualifying entities to choose to apply reduced disclosure requirements while maintaining the recognition, measurement and presentation criteria in accordance with other IFRS accounting standards. To qualify, at the end of the reporting period, the entity must be considered controlled as defined in IFRS 10 (CPC 36 – Consolidated Financial Statements), must not have public responsibility and must have a parent company (final or intermediate) that prepares consolidated financial statements, available to the public, in accordance with IFRS standards.
IFRS 19 will be effective for reporting periods beginning on or after January 1, 2027. These modifications are not expected to have a material impact on the Group's financial statements.
Amendments to CPC 18 (R3) - Investment in associates, subsidiaries and joint ventures and ICPC 09 - Individual financial statements, separate financial statements, consolidated financial statements and application of the equity method
In September 2024, the Accounting Pronouncements Committee (CPC) published modifications to Technical Pronouncement CPC 18 (R3) and Technical Interpretation ICPC 09 (R3), with the aim of aligning Brazilian accounting standards with international standards issued by the IASB.
The update to CPC 18 addresses the application of the equity method (EIM) for measuring investments in subsidiaries in the Individual Financial Statements, reflecting the change in international standards, which now allow this practice in the Separate Financial Statements. This adjustment aims to harmonize accounting practices adopted in Brazil with international ones, without causing significant impacts in relation to the current standard, limited to adjustments in the wording and updating of normative references. The changes are effective for financial reporting periods beginning on or after January 1, 2025. These modifications are not expected to have a material impact on the Group's financial statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 10, 2025
COSAN S.A. |
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By: |
/s/ Rodrigo Araujo Alves |
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Name: Rodrigo Araujo Alves |
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Title: Chief Financial Officer |
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