6-K 1 MainDocument.htm 6-K

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

 

COSAN S.A.

(Exact name of registrant as specified in its charter)

 

N/A

(Translation of registrant’s name into English)

 

 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 40F: 

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  





Graphics

1



Graphics


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


2



Graphics

2. Annual Results

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


3



Graphics

  

Information by Segment:

Income statement for the period - BRL mln

Raízen

Compass

Moove

Rumo

Radar

Cosan Corporate

Deconsolidation
of Joint
Ventures

Elimination
between
segments

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.


4



Graphics


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.


5



Graphics


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.


3. Human Capital

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.


6



Graphics

 

4. Capital Market & Corporate Governance

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. 


5. Commitment to Sustainability


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.

 

7



Graphics


6. Relationship with the Independent Auditor


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.

 

7. Management Declaration


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.


8




CONTENT 


Report on the review of quarterly information 10
Statement of financial position 16
Statement of profit or loss 18
Statement of other comprehensive income 19
Statement of changes in equity 20
Statement of cash flow 22
Statement of value added 25
1. OPERATIONS 26
2. RECENT DEVELOPMENTS AND OTHER INFORMATION 27
3. STATEMENT OF COMPLIANCE AND MATERIAL ACCOUNTING POLICIES 32
4. SEGMENT INFORMATION 37
5. FINANCIAL ASSETS AND LIABILITIES 43
5.1. RESTRICTIVE CLAUSES 46
5.2. CASH AND CASH EQUIVALENTS 47
5.3. MARKETABLE SECURITIES AND RESTRICTED CASH 48
5.4. LOANS, BORROWINGS AND DEBENTURES 49
5.5. LEASES 57
5.6. DERIVATIVE FINANCIAL INSTRUMENTS 60
5.7. TRADE RECEIVABLES 65
5.8. RELATED PARTIES 66
5.9. TRADE PAYABLES 70
5.10. SECTORIAL FINANCIAL ASSET AND LIABILITY 70
5.11. FAIR VALUE MEASUREMENTS 72
5.12. FINANCIAL RISK MANAGEMENT 74
6. OTHER TAX RECEIVABLE 80
7. INVENTORIES 80
8.  ASSETS AND LIABILITIES HELD FOR SALE DISCONTINUED OPERATION 81
9. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES 83
9.1. INVESTMENTS IN SUBSIDIARIES 83
9.2. ACQUISITION OF SUBSIDIARIES 92
9.3. NON-CONTROLLING INTEREST IN SUBSIDIARIES 94
9.4. INVESTMENTS IN ASSOCIATES 98
10. INVESTMENT IN JOINT VENTURE 101
11. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE, ASSETS AND GOODWILL, CONTRACT ASSETS, RIGHT-OFF-USE AND INVESTMENT PROPERTIES 103
11.1. PROPERTY, PLANT AND EQUIPMENT 104
11.2. INTANGIBLE ASSETS AND GOODWILL 107
11.3. CONTRACT ASSET 111
11.4 RIGHT-OF-USE ASSETS 112
11.5. INVESTMENT PROPERTIES 114
12. COMMITMENTS 115
13. CONCESSIONS PAYABLE 115
14. OTHER TAXES PAYABLE 117
15. INCOME TAXES 118
16. PROVISION FOR PROCEEDINGS AND JUDICIAL DEPOSITS 124
17. SHAREHOLDERS’ EQUITY 130
18. EARNINGS PER SHARE 132
19. NET SALES 134
20. COSTS AND EXPENSES BY NATURE 136
21. OTHER OPERATING INCOME (EXPENSES), NET 137
22. FINANCE RESULTS, NET 137
23. POST-EMPLOYMENT BENEFITS 139
24. SHARE-BASED PAYMENT 143
25. SUBSEQUENT EVENTS 147
26. NEW ACCOUNTING STANDARDS 150

Graphics

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.  

 


Graphics


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.



Graphics

 

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.

 


Other matters

 

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.




Graphics

 

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.



Graphics

  

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.

 

Image11

BDO RCS Auditores Independentes SS Ltda.

CRC 2 SP 013846/O-1

 

 

Luiz Gustavo Pereira dos Santos

Accountant CRC 1 SP 258849/O-9

 

 

(In thousands of Reais)


 

 

 

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:

Graphics

 

(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:

  1. February 22: Dividends of R$11,721,894, paid on March 19. The subsidiary Cosan Oito received R$577,469.
  2. July 25: Interest on equity (“JCP”) of R$8,940,158, paid on September 4. The subsidiary Cosan Oito received R$315,622, net of withholding taxes.
  3. November 28: JCP of R$2,222,163, to be paid on March 14, 2025. The Company will receive R$78,465, net of withholding taxes.

UNWIND VALE S.A. OPERATIONS

  • Collar Financing

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.

  • Call Spread

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:

  1. Volume of fertilizers transported;
  2. Sugarcane production, due to unfavorable conditions for obtaining fertilizer;
  3. Increase in oil prices, as a result of a more limited supply of Russian oil, may lead to a decrease in our margins and pressure on the costs of acquiring basic inputs, such as diesel oil;
  4. Debt and third-party capital for our financing and investment activities, impacted by the measures of the Brazilian government and the Central Bank of Brazil to contain inflation, such as the increase in the basic interest rate;
  5. Acquisition of railroad tracks by Rumo: although Rumo is able to obtain railroad tracks from other non-Russian suppliers, the prices charged and the terms required by these suppliers may be unfavorable in relation to the commercial conditions practiced in the past.

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) 

  • Note 5 – Other financial liabilites
  • Note 5.5 – Leases
  • Note 5.7 – Trade receivables
  • Note 5.10 – Sectorial financial assets and liabilities
  • Note 5.11 – Fair value measurement
  • Note 9.2 – Acquisition of subsidiaries
  • Note 9.4 (b) – Impairment test of investment in Vale
  • Note 10 – Investments in joint venture
  • Notes 11.1 and 11.2 – Fixed assets, intangible assets and goodwill
  • Notes 11.5 – Investment properties
  • Note 12 – Commitments
  • Note 15 – Income tax and social contribution
  • Note 16 – Provision for lawsuits and judicial deposits
  • Note 23 – Post-employment benefits
  • Note 24 – Share-based payment

 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:

  • Governance and Transparency
  • Climate Change
  • Diversity, Equity and Inclusion
  • Security
  • Positive Social Impact

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:

  • Distributed volume of biomethane (thousands of m³): Increase by 250 times the daily volume distributed in 2022 until 2027, reaching 0.25mln/m³ day;
  • Diversity in Leadership Positions: Reach 47% of people in leadership made up of Diversity Groups by 2027.

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:

  1. Raízen: operates in (i) the production, commercialization, origination, and trading of ethanol, (ii) production and commercialization of bioenergy, (iii) resale and trading of electricity, (iv) production and commercialization of other product from renewable sources (solar energy and biogas), (v) production, marketing, origination and trading of sugar and (vi) distribution and commercialization of fuels and lubricants and operations related to the Shell Select convenience store business and proximity OXXO of the Nós Group, a joint venture with FEMSA Comércio.
  2. Compass: its main activities are: (i) distribution of piped natural gas throughout Brazil to industrial, residential, commercial, automotive, and cogeneration customers; (ii) commercialization of electricity and natural gas; (iii) development of infrastructure projects in a regasification terminal and offshore gas pipeline; and (iv) development of thermal generation projects utilizing natural gas.
  3. Moove: operates in the production, formulation and distribution of high-performance lubricants, base oils and specialties with headquarters in Brazil and operates in 11 countries in South America, North America, and Europe. It blends, distributes, and sells products under Mobil and proprietary brands for different end-markets including industrial, commercial and passenger/cargo vehicles.
  4. Rumo: logistics services for rail transport, port storage and loading of goods, primarily grains and sugar, leasing of locomotives, wagons, and other railroad equipment, as well as operation of containers.
  5. Radar: A reference in agricultural property management, Radar invests in a diversified portfolio with high potential for appreciation, through participation in the companies Radar, Tellus and Janus.

Reconciliation:

  1. Cosan Corporate: represents the reconciliation of Cosan’s corporate structure, which is composed of: (i) senior management and corporate teams, which incur general and administrative expenses and other expenses (operating income), including pre-operational investments; (ii) equity income from investments; and (iii) financial result attributed to cash and debts of the controlling company, intermediary holding companies (Cosan Oito, Cosan Nove and Cosan Dez) and offshore financial companies, and investment in the Climate Tech Fund, a fund managed by Fifth Wall, specialized in technologic innovation.

 

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:

  1. fixed payments, including fixed payments in essence;
  2. index or rate dependent variable lease payments, which are initially calculated using the index or rate at the start date;
  3. amounts expected to be paid by the lessee under residual value guarantees; and
  4. the purchase option exercise price if the lessee is reasonably certain to exercise that option, and the payment of lease termination penalties if the lease term reflects the lessee's option to terminate the lease.

To calculate the incremental borrowing rate, the Company:

  1. where possible, uses the most recent third-party financing received by the individual tenant as a starting point, adjusted to reflect changes in financing terms since the third-party financing was received;
  2. uses an accrual approach that begins with a credit risk-adjusted risk-free interest rate for leases held by the Company that have not had any recent third-party financing; and
  3. makes specific adjustments to the lease, e.g., term, country, currency and security.

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:

  1. have been entered into with the same counterparty or related party of the counterparty; and
  2. have been concluded at close dates; or
  3. if the contracts cannot be understood without joint consideration; or
  4. if they have performance obligations/ interrelated consideration in contracts; or
  5. if the rights to use the transferred underlying assets in the contracts constitute a single component of the lease.

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:

  1. fair value hedge of recognized assets or liabilities or of a firm commitment (fair value hedge); or
  2. hedge of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecasted transactions (cash flow hedge).

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:

  • Comgás and Necta Gás Natural S.A. (“Necta”) regulated by Agência Reguladora de Serviços Públicos do Estado de São Paulo (“ARSESP”) through Deliberation No. 1,010.
  • Compagas regulated by Agência Reguladora do Paraná (“AGEPAR”) through Resolution 028/2022.

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:

  • In the principal market for the asset or liability; or
  • In the absence of a principal market, in the most advantageous market for the asset or liability. The Company must have access to the main or most advantageous market.

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:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities to which the entity has access at the measurement date;
  • Level 2: valuation techniques for which the inputs are not the quoted prices included in Level 1, but which are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices);
  • Level 3: valuation techniques that include information about the asset or liability that is not based on observable market data (unobservable information).

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:

  1. Use of quoted market prices;
  2. Fair value calculated as the present value of estimated future cash flows. Estimates of future floating rate cash flows are based on quoted swap rates, futures prices and interbank lending rates. The estimated cash flows are discounted using a yield curve constructed from similar sources and reflecting the relevant reference interbank rate used by market participants for this purpose when pricing interest rate swaps. The estimate of fair value is subject to a credit risk adjustment that reflects the credit risk of the Company and its counterparty; this is calculated based on the credit spreads derived from the current credit default swap; and
  3. For other financial instruments, discounted cash flow analysis.

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

  1. Future commercial transactions.
  2. Recognized financial assets and liabilities not denominated in Reais.
  1. Cash flow forecasting
  2. Sensitivity analysis

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

  1. Future business transactions
  2. Investment in securities
  1. Cash flow forecasting
  2. Sensitivity analysis
  1. Future price of electricity (purchase and sale)
  2. Derivative protection for valuation and devaluation of shares

Credit risk

Cash and cash equivalents, marketable securities, trade receivables, derivatives, receivables from related parties, dividends and investment property

  1. Analysis by maturity
  2. Credit ratings

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.

  1. Foreign exchange risk

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)


ii. Interest rate risk

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)


iii. Price risk
  • Options

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

    • Call Option (“Call”)

    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.

    • Contingent put option

    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.

    • Total Return Swap (TRS)

    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:

    • Changes in 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.
    • Breakdown of assets held for sale

     

    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:

    • The size of the Company's holding of voting rights in relation to the size and dispersion of the holdings of other holders of voting rights;
    • Potential voting rights held by the Company, by other holders of voting rights or by other parties;
    • Rights arising from other contractual agreements; and
    • Any additional facts and circumstances that indicate that the Company has, or does not have, the ability to direct the relevant activities when decisions need to be made, including voting at meetings.

    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:

    • Deferred tax assets or liabilities and assets and liabilities related to employee benefit arrangements, which are recognized and measured in accordance with IAS 12/CPC 32 and IAS 19/CPC 33;
    • Share-based payment plans held by the acquiree's employees that need to be replaced (plan replacement). All or part of the new replacement plan amount issued by the Company is included in the measurement of the consideration transferred in the business combination. This determination is based on the fair value of the replacement plan compared to the fair value of the acquiree's share-based payment plan and to the extent that this replacement plan relates to services rendered prior to the combination; and
    • Assets classified as held for sale, in accordance with IFRS 5/CPC 31, which are measured in accordance with this standard.

    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:

    • the amount that would be recognized in accordance with IAS 37 (CPC 25); and
    • the amount initially recognized, less the accumulated amortization of revenue recognized in accordance with IFRS 15 (CPC 47).

    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

       9.4. INVESTMENTS IN ASSOCIATES

    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)

    Assumptions for the impairment calculation

    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:

    • Projection period: until February 2027.
    • Sales volume: a fall of 0.1% (2.1% on June 30, 2024) in the indirect subsidiary Malha Sul in 2025, followed by annual growth of 0.9% over the rest of the period, based on management's expectations for market development.
    • Selling price: considers a 4% drop in the annual average in 2025 (growth of 3.1% on June 30, 2024), followed by growth in 2026 based on current trends in the sector and includes inflation forecasts for Brazil.
    • Variable costs and maintenance: included according to history and without capacity increases.
    • Projected investments: refer to the maintenance of the Concession and are based on the historical experience of the management of the subsidiary Rumo. Investments do not include capacity increases. No incremental revenue or cost savings were considered in the value-in-use model as a result of this expenditure.
    • Nominal discount rate of 11.43%, (11.22% on June 30,2024), estimated by the weighted average cost of capital.

    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 initial measurement value of the lease liability, adjusted for any lease payments made up to the commencement date;
    • any initial direct costs incurred by the lessee;
    • an estimate of the costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site where it is located, or restoring the underlying asset to the condition required by the terms and conditions of the lease;
    • less any lease incentives received.

    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:

    1. the sale is complete;
    2. the Company determines that payment by the buyer is probable;
    3. the revenue can be reliably measured; and
    4. the Company has transferred all risks associated with the property to the buyer and no longer has any involvement with the property.

                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

    • Tax: The main tax proceedings for which the risk of loss is probable are described below:

     

    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.
    • Labor claims: The Company and its subsidiaries are parties to labor claims filed by former employees and outsourced service providers claiming among other things, compensation and indemnities. Additionally, the Company has public civil actions filed by the Labor Prosecutor's Office regarding alleged non-compliance with labor standards, working conditions and working environment. For claims deemed to have merit, the Company has signed Conduct Adjustment Agreements with the Brazilian authorities.
    • Civil, environmental and regulatory lawsuits: The Company and its subsidiaries are involved in a number of Indemnity Lawsuits, Public Civil Actions, and Administrative Proceedings where, in the opinion of its legal counsel, the risk of loss is probable.

    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.

    1. Receivable

    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

    ii. Payable

     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 IIEntidade 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)

    • Financial evaluation resulting from the fire incident

    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.


    By:

    /s/ Rodrigo Araujo Alves


     

    Name:            Rodrigo Araujo Alves


     

    Title:              Chief Financial Officer

     

    152