6-K 1 MainDocument.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549 

Form 6-K

  

Report Of Foreign Private Issuer

 

Pursuant To Rule 13a-16 Or 15d-16 Of

 

The Securities Exchange Act Of 1934

 

For the month of February 2025

 

Commission File Number: 001-14950

 

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

 

Brigadeiro Luis Antonio Avenue, 1343, 9th Floor

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ____X____                                                         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 ____X____

 

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 ____X____

 

 

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Table of Content

Statements of financial position 10
Statements of income 12
Statements of comprehensive income 13
Statements of changes in equity 14
Statements of cash flows - indirect method  15
Statements of value added 17
1. Operations 18
2. Basis of preparation and presentation of individual and consolidated financial statements 21
3. New accounting policies and changes in accounting policies 23
4. Cash and cash equivalents, financial investments, derivative financial instruments and other financial assets 24
5. Trade receivables, reseller financing and other receivables (Consolidated) 25
6. Inventories (Consolidated) 27
7. Recoverable taxes (Consolidated) 28
8. Related parties 30
9. Income and social contribution taxes 33
10. Contractual assets with customers - exclusivity rights (Consolidated) 38
11. Investments in subsidiaries, joint ventures and associates 38
12. Right-of-use assets and leases payable (Consolidated) 43
13. Property, plant, and equipment (Consolidated) 47
14. Intangible assets (consolidated) 49
15. Loans, financing, debentures and derivative financial instruments (Consolidated) 52
16. Trade payables (consolidated) 56
17. Employee benefits and private pension plan (Consolidated) 57
18. Provisions and contingent liabilities (Consolidated) 59
19. Subscription warrants – indemnification 62
20. Equity 62
21. Net revenue from sales and services (Consolidated) 67
22. Costs, expenses and other operating results by nature 68
23. Financial result 68
24. Earnings per share (Parent and Consolidated) 69
25. Segment information 70
26. Financial instruments (Consolidated) 74
27. Commitments (Consolidated) 85
28. Acquisition of Interest and Control 85
29. Events after the reporting period 89

 

 


(Convenience Translation into English from the Original Previously Issued in Portuguese)


Ultrapar Participações S.A.

Individual and Consolidated Financial Statements

for the Year Ended December 31, 2024

and Independent Auditor’s Report

 

 

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes Ltda.

 

 

 

 

 


 

Graphics

Deloitte Touche Tohmatsu
Av. Dr. Chucri Zaidan, 1.240 -
4º ao 12º andares - Golden Tower
04711-130 - São Paulo - SP
Brazil


Tel.: + 55 (11) 5186-1000
Fax: + 55 (11) 5181-2911
www.deloitte.com.br


(Convenience Translation into English from the Original Previously Issued in Portuguese)


INDEPENDENT AUDITOR’S REPORT ON THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

 

To the Shareholders, Directors and Management of

Ultrapar Participações S.A.

Opinion

We have audited the accompanying individual and consolidated financial statements of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, respectively, which comprise the individual and consolidated statements of financial position as at December 31, 2024, and the related individual and consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for the year then ended, and notes to the financial statements, including material accounting policies.

In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Ultrapar Participações S.A. as at December 31, 2024, and its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are 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 requirements set out in the Code of Ethics for Professional Accountants and the professional standards issued by the Brazilian Federal Accounting Council (“CFC”), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual and consolidated financial statements of 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, therefore, we do not provide a separate opinion on these matters.

 

Graphics


Recoverability of tax credits (PIS and COFINS)

Critical Audit Matter Description

As disclosed in the footnote nº 7.a.2, as of December 31, 2024, the Company carries tax credits related to PIS and COFINS (Federal Value Added Taxes) at R$ 3,172,417 may be utilized for offset against other federal taxes or may be refunded by the Federal Revenue Service through requests if they are filed within the applicable regulatory period.

The recognition and measurement of PIS and COFINS credits for the Company’s subsidiary Ipiranga Produtos de Petróleo S.A. require a high degree of judgment by Management, given the complexity underlying the interpretations of the applicable tax laws, as well as the uncertainties involving the expected realization of amounts and considerable efforts made by Management in preparing the calculations used to measure and to recognize those tax credits.

Such matter was considered a critical audit matter due to (i) the significance of the amounts involved, and (ii) the complexity and high degree of judgment involved in assessing and challenging Management’s assumptions and judgments regarding the realizability of tax credits.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recoverability of tax credits included the following, among others: (i) we evaluated and tested the design and implementation of internal controls over the method, assumptions and data used in the projections to support the realization of the tax credits; (ii) the analysis, challenges and tests on the methodology and assumptions used for the projections that support the realization of the credits, including inquiries to the business, treasury and controllership areas about the assumptions and projections that support the projected results and historical performance, retrospective analysis of results, history of offsets and tax refunds,  including the evaluation of contradictory evidence; (iii) inquiries to the Management; and (vi) the analysis and evaluation of the disclosures made in the individual and consolidated financial statements.

Based on the evidence obtained from performing our procedures described previously, we consider that the accounting treatment applied to the aforesaid transaction and related disclosures made in the notes are acceptable in the context of the individual and consolidated financial statements taken as a whole.

Other matters

Statements of value added

The individual and consolidated statements of value added (“DVA”) for the year ended December 31, 2024 prepared under the responsibility of the Company’s Management and disclosed as supplemental information for purposes of the IFRS Accounting Standards, were subject to audit procedures performed together with the audit of the Company’s financial statements. In forming our opinion, we assess whether these individual and consolidated statements of value added are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set out in technical pronouncement CPC 09 - Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, in accordance with the criteria set out in such technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.

Other information accompanying the individual and consolidated financial statements and the independent auditor’s report

Management is responsible for the other information. The other information 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.

 

Graphics

 

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 this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the individual and consolidated financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS Accounting Standards”), issued by the 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.

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 and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the 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 control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

 

Graphics
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
  • Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the 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.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and matters that may reasonably be thought to bear on our independence, and, when applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The accompanying individual and consolidated financial statements have been translated into English for the convenience of readers outside Brazil.


São Paulo, February 26, 2025


DELOITTE TOUCHE TOHMATSU Daniel Corrêa de Sá
Auditores Independentes Ltda. Engagement Partner




Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position

As of December 31, 2024 and 2023


(In thousands of Brazilian Reais)


 

Parent

 

Consolidated

 

Note

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

4.a

4,186

 

412,840

 

2,071,593

 

5,925,688

Financial investments, derivative financial instruments and other financial assets

4.b

20,100

 

 

2,553,011

 

292,934

Trade receivables

5.a

 

 

3,540,266

 

3,921,790

Reseller financing

5.a

 

 

511,979

 

504,862

Trade receivables - sale of subsidiaries

5.c

 

208,487

 

 

924,364

Inventories

6

 

 

3,917,076

 

4,291,431

Recoverable taxes

7.a

1,323

 

1,050

 

2,040,008

 

1,462,269

Recoverable income and social contribution taxes

7.b

16,734

 

25,006

 

151,930

 

171,051

Energy trading futures contracts

26.h

 

 

141,257

 

Dividends receivable

-

 

414,973

 

3,415

 

3,572

Other receivables and other assets

-

95,859

 

105,229

 

294,769

 

263,806

Prepaid expenses

-

5,506

 

4,617

 

163,846

 

99,922

Contractual assets with customers - exclusivity rights

10

 

 

658,571

 

787,206

Total current assets

 

143,708

 

1,172,202

 

16,047,721

 

18,648,895

 

  

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Financial investments, derivative financial instruments and other financial assets

4.b

302,608

 

295,637

 

3,407,080

 

951,941

Trade receivables

5.a

 

 

27,003

 

13,216

Reseller financing

5.a

 

 

766,045

 

550,641

Related parties

8.a; 8.b

7,076

 

6,677

 

48,309

 

31,892

Deferred income and social contribution taxes

9.a

142,630

 

164,267

 

936,941

 

1,255,134

Recoverable taxes

7.a

74

 

75

 

2,650,269

 

2,741,370

Recoverable income and social contribution taxes

7.b

7,196

 

8,065

 

346,137

 

225,354

Energy trading futures contracts

26.h

 

 

263,438

 

Escrow deposits

18.a

12,615

 

18

 

446,076

 

1,032,717

Indemnification asset - business combination

18.c

 

 

126,098

 

124,927

Other receivables and other assets

-

 

 

114,469

 

155,818

Prepaid expenses

-

18,989

 

13,752

 

40,904

 

73,387

Contractual assets with customers - exclusivity rights

10

 

 

1,473,331

 

1,475,302

 

 

 

 

 

 

 

 

 

Investments in subsidiaries, joint ventures and associates

11

14,898,466

 

12,322,055

 

2,148,633

 

318,356

Right-of-use assets, net

12

7,664

 

7,527

 

1,671,324

 

1,711,526

Property, plant and equipment, net

13

68,447

 

5,791

 

7,135,966

 

6,387,581

Intangible assets, net

14

273,674

 

270,658

 

1,908,330

 

2,553,917

Total non-current assets

 

15,739,439

 

13,094,522

 

23,510,353

 

19,603,079

Total assets

 

15,883,147

 

14,266,724

 

39,558,074

 

38,251,974


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of financial position

As of December 31, 2024 and 2023


(In thousands of Brazilian Reais)


Parent

 

Consolidated

 

Note

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

16.a

25,423

 

26,772

 

3,518,385

 

4,682,671

Trade payables - reverse factoring

16.b

 

 

1,014,504

 

1,039,366

Loans, financing and derivative financial instruments

15

 

 

3,175,017

 

1,075,672

Debentures

15

 

 

377,743

 

917,582

Salaries and related charges

-

44,191

 

51,148

 

480,285

 

494,771

Taxes payable

-

903

 

1,457

 

151,230

 

168,730

Energy trading futures contracts

26.h

 

 

66,729

 

Dividends payable

-

293,165

 

314,418

 

327,471

 

334,641

Income and social contribution taxes payable

-

175

 

 

322,074

 

551,792

Post-employment benefits

17.b

 

 

24,098

 

23,612

Provision for decarbonization credit

-

 

 

 

741,982

Provisions for tax, civil and labor risks

18.a

431

 

907

 

47,788

 

45,828

Leases payable

12.b

3,012

 

2,389

 

316,460

 

311,426

Financial liabilities of customers

-

 

 

117,090

 

157,615

Other payables

-

2,069

 

5,260

 

554,327

 

683,970

Total current liabilities

 

369,369

 

402,351

 

10,493,201

 

11,229,658

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Loans, financing and derivative financial instruments

15

 

 

6,393,232

 

5,585,372

Debentures

15

 

 

4,356,118

 

4,189,391

Energy trading futures contracts

26.h

 

 

48,047

 

Related parties

8.a

2,875

 

2,875

 

3,516

 

3,118

Deferred income and social contribution taxes

9.a

 

 

132,825

 

206

Post-employment benefits

17.b

1,517

 

1,506

 

198,778

 

241,211

Provisions for tax, civil and labor risks

18.a

197,396

 

188,757

 

610,572

 

1,258,302

Leases payable

12.b

5,698

 

6,197

 

1,168,692

 

1,212,508

Financial liabilities of customers

-

 

 

63,135

 

151,319

Subscription warrants - indemnification

19

47,745

 

87,299

 

47,745

 

87,299

Provision for unsecured liabilities of subsidiaries, joint ventures and associates

11

68,530

 

55,712

 

349

 

256

Other payables

-

31,299

 

15,532

 

218,420

 

263,508

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

355,060

 

357,878

 

13,241,429

 

12,992,490

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

20.a

6,621,752

 

6,621,752

 

6,621,752

 

6,621,752

Equity instrument granted

20.b

108,253

 

75,925

 

108,253

 

75,925

Capital reserve

20.d

612,048

 

597,828

 

612,048

 

597,828

Treasury shares

20.c

(596,400)

 

(470,510)

 

(596,400)

 

(470,510)

Revaluation reserve of subsidiaries

20.e

3,632

 

3,802

 

3,632

 

3,802

Profit reserves

20.f

7,987,100

 

6,389,559

 

7,987,100

 

6,389,559

Accumulated other comprehensive income

20.g

214,212

 

154,108

 

214,212

 

154,108

Additional dividends to the minimum mandatory dividends

20.h

208,121

 

134,031

 

208,121

 

134,031

Equity attributable to:

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

-

15,158,718

 

13,506,495

 

15,158,718

 

13,506,495

Non-controlling interests in subsidiaries

11

 

 

664,726

 

523,331

Total equity

 

15,158,718

 

13,506,495

 

15,823,444

 

14,029,826

Total liabilities and equity

 

15,883,147

 

14,266,724

 

39,558,074

 

38,251,974

The accompanying notes are an integral part of the financial statements.
Ultrapar Participações S.A. and Subsidiaries Graphics

As of December 31, 2024 and 2023


(In thousands of Brazilian Reais, except earnings per thousand shares)


 

 

 

Parent

 

Consolidated

 

 

01/01/2024

 

01/01/2023

 

01/01/2024

 

01/01/2023

 

Note

 

to
12/31/2024

 

to
12/31/2023

 

to
12/31/2024

 

to
12/31/2023

Net revenue from sales and services

21

 

 

 

133,498,913

 

126,048,701

Cost of products and services sold

22

 

 

 

(123,811,893)

 

(116,730,469)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

9,687,020

 

9,318,232

 

 

 

 

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

 

 

 

 

Selling and marketing

22

 

 

 

(2,499,547)

 

(2,253,226)

General and administrative

22

 

(48,834)

 

(65,850)

 

(1,872,092)

 

(2,018,159)

Results from disposal of property, plant and equipment and intangible assets

 

 

59

 

5

 

171,837

 

121,935

Other operating income (expenses), net

22

 

18,343

 

46,776

 

(414,092)

 

(602,865)

 

 

 

 

 

 

 

 

 

 

Operating income (loss) before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes

 

 

(30,432)

 

(19,069)

 

5,073,126

 

4,565,917

Share of profit (loss) of subsidiaries, joint ventures and associates

11

 

2,380,009

 

2,490,504

 

(127,182)

 

11,908

Amortization of fair value adjustments on associates acquisition

11

 

 

 

(2,493)

 

Total share of profit (loss) of subsidiaries, joint ventures and associates

 

 

2,380,009

 

2,490,504

 

(129,675)

 

11,908

 

 

 

 

 

 

 

 

 

 

Income before financial result and income and social contribution taxes

 

 

2,349,577

 

2,471,435

 

4,943,451

 

4,577,825

 

 

 

 

 

 

 

 

 

 

Financial income

23

 

68,869

 

96,949

 

881,074

 

880,884

Financial expenses

23

 

(20,959)

 

(115,732)

 

(1,813,008)

 

(1,880,014)

Financial result, net

23

 

47,910

 

(18,783)

 

(931,934)

 

(999,130)

Income before income and social contribution taxes

 

 

2,397,487

 

2,452,652

 

4,011,517

 

3,578,695

 

 

 

 

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

 

 

 

 

Current

9.b; 9.c

 

(13,217)

 

(26,641)

 

(1,124,664)

 

(1,396,317)

Deferred

9.b

 

(21,530)

 

13,784

 

(360,953)

 

335,375

 

 

 

(34,747)

 

(12,857)

 

(1,485,617)

 

(1,060,942)

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

 

2,362,740

 

2,439,795

 

2,525,900

 

2,517,753

Income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Ultrapar

 

 

2,362,740

 

2,439,795

 

2,362,740

 

2,439,795

Non-controlling interests in subsidiaries

11

 

 

 

163,160

 

77,958

 

 

 

 

 

 

 

 

 

 

Total earnings per share (based on the weighted average number of shares outstanding) – R$

 

 

 

 

 

 

 

 

 

Basic

24

 

2.1438

 

2.2272

 

2.1438

 

2.2272

Diluted

24

 

2.1141

 

2.2081

 

2.1141

 

2.2081

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries Graphics

Statements of comprehensive income

For the years ended December 31, 2024 and 2023


(In thousands of Brazilian Reais)


 

 

Parent

 

Consolidated

 

Note

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

 

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

Net income for the year, attributable to shareholders of Ultrapar

 

2,362,740

 

2,439,795

 

2,362,740

 

2,439,795

Net income for the year, attributable to non-controlling interests in subsidiaries

 

 

 

163,160

 

77,958

Net income for the year

 

2,362,740

 

2,439,795

 

2,525,900

 

2,517,753

 

 

 

 

 

 

 

 

 

Items that will be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes

20.g 

8,495

 

(7,399)

 

8,495

 

(7,399)

Translation adjustments of associates, net of income and social contribution taxes

20.g 

36,134

 

-

 

36,134

 

-

 

 

 

 

 

 

 

 

 

Items that will not be subsequently reclassified to profit or loss:

 

 

 

 

 

 

 

 

Actuarial gains (losses) of post-employment benefits, net of income and social contribution taxes

20.g 

15,475

 

(18,467)

 

25,218

 

(32,971)

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

2,422,844

 

2,413,929

 

2,595,747

 

2,477,383

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year attributable to shareholders of Ultrapar

 

2,422,844

 

2,413,929

 

2,422,844

 

2,413,929

Total comprehensive income for the year attributable to non-controlling interests in subsidiaries

 

 

 

172,903

 

63,454

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of changes in equity

For the years ended December 31, 2024 and 2023


(In thousands of Brazilian Reais, except dividends per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit reserves

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

Note

Share capital

 

Equity instrument granted

Capital reserve

 

Treasury shares

 

Revaluation reserve of subsidiaries

Legal reserve

 

Investments statutory reserve

Accumulated other comprehensive income

Retained earnings

 

Additional dividends to the minimum mandatory dividends

Shareholders of Ultrapar

 

Non-controlling interests (i)

Total equity

Balance as of December 31, 2022

 

5,171,752

 

43,987

 

599,461

 

(479,674)

 

3,975

 

882,575

 

5,228,561

 

179,974

 

 

78,130

 

11,708,741

 

466,227

 

12,174,968

Net income for the year

-

 

 

 

 

 

 

 

 

2,439,795

 

 

2,439,795

 

77,958

 

2,517,753

Other comprehensive income

-

 

 

 

 

 

 

 

(25,866)

 

 

 

(25,866)

 

(14,504)

 

(40,370)

Total comprehensive income for the year

 

 

 

 

 

 

 

 

(25,866)

 

2,439,795

 

 

2,413,929

 

63,454

 

2,477,383

Issuance of shares related to the subscription warrants - indemnification

-

 

 

560

 

 

 

 

 

 

 

 

560

 

 

560

Equity instrument granted

8.d; 20.b

 

31,938

 

(2,193)

 

9,164

 

 

 

 

 

 

 

38,909

 

 

38,909

Realization of revaluation reserve of subsidiaries

-

 

 

 

 

(173)

 

 

 

 

60

 

 

(113)

 

 

(113)

Capital increase with reserves

20.a

1,450,000

 

 

 

 

 

(882,575)

 

(567,425)

 

 

 

 

 

 

Shareholder transaction - changes of ownership interest

-

 

 

 

 

 

 

2

 

 

 

 

2

 

 

2

Loss due to change in ownership interest

-

 

 

 

 

 

 

 

 

 

 

 

(45)

 

(45)

Dividends prescribed

-

 

 

 

 

 

 

 

 

2,048

 

 

2,048

 

 

2,048

Special reserve for mandatory dividend not distributed to non-controlling shareholders

 

 

 

 

 

 

 

 

 

 

 

 

(11,145)

 

(11,145)

Non-controlling interest in acquired subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

24,303

 

24,303

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

 

 

 

 

 

 

121,990

 

 

 

(121,990)

 

 

 

 

Investments statutory reserve

 

 

 

 

 

 

 

1,606,431

 

 

(1,606,431)

 

 

 

 

Additional minimum mandatory dividend (R$ 0.28 per share)

 

 

 

 

 

 

 

 

 

(305,653)

 

 

(305,653)

 

 

(305,653)

Additional dividends (R$ 0.12 per share)

 

 

 

 

 

 

 

 

 

(134,031)

 

134,031

 

 

 

Dividends attributable to non-controlling interests

-

 

 

 

 

 

 

 

 

 

 

 

(19,463)

 

(19,463)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

-

 

 

 

 

 

 

 

 

 

(78,130)

 

(78,130)

 

 

(78,130)

Interim dividends (R$ 0.25 per share)

 

 

 

 

 

 

 

 

 

(273,798)

 

 

(273,798)

 

 

(273,798)

Balance as of December 31, 2023

 

6,621,752

 

75,925

 

597,828

 

(470,510)

 

3,802

 

121,990

 

6,267,569

 

154,108

 

 

134,031

 

13,506,495

 

523,331

 

14,029,826

Net income for the year

 

 

 

 

 

 

 

 

 

2,362,740

 

 

2,362,740

 

163,160

 

2,525,900

Other comprehensive income

 

 

 

 

 

 

 

 

60,104

 

 

 

60,104

 

9,743

 

69,847

Total comprehensive income for the year

 

 

 

 

 

 

 

 

60,104

 

2,362,740

 

 

2,422,844

 

172,903

 

2,595,747

Issuance of shares related to the subscription warrants - indemnification

 

 

 

6,452

 

 

 

 

 

 

 

 

6,452

 

 

6,452

Equity instrument granted

8.d; 20.b

 

32,328

 

2,069

 

23,055

 

 

 

 

 

 

 

57,452

 

6

 

57,458

Purchase of treasury shares

20.c

 

 

 

(148,945)

 

 

 

 

 

 

 

(148,945)

 

 

(148,945)

Realization of revaluation reserve of subsidiaries

 

 

 

 

 

(170)

 

 

 

 

170

 

 

 

 

Reserve constitution

 

 

 

5,699

 

 

 

 

 

 

 

 

5,699

 

(36)

 

5,663

Shareholder transaction - changes of ownership interest

 

 

 

 

 

 

 

 

 

534

 

 

534

 

309

 

843

Dividends prescribed

 

 

 

 

 

 

 

 

 

3,369

 

 

3,369

 

 

3,369

Non-controlling interest in acquired subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

112,160

 

112,160

Allocation of net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

20.f

-

 

-

 

-

 

-

 

-

 

118,137

 

-

 

-

 

(118,137)

 

-

 

-

 

-

 

-

Investments statutory reserve

20.f

-

 

-

 

-

 

-

 

-

 

-

 

1,479,404

 

-

 

(1,479,404)

 

-

 

-

 

-

 

-

Additional minimum mandatory dividend for the year (R$ 0.26 per share)

20.i

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(285,180)

 

-

 

(285,180)

 

-

 

(285,180)

Additional dividends (R$ 0.19 per share)

20.i

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(208,121)

 

208,121

 

-

 

-

 

-

Interest on capital attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(105,590)

 

(105,590)

Dividends attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

(38,357)

 

(38,357)

Approval of additional dividends by the Ordinary General Shareholders’ Meeting

20.h

 

 

 

 

 

 

 

 

 

(134,031)

 

(134,031)

 

 

(134,031)

Interim dividends (R$ 0.25 per share)

20.h

 

 

 

 

 

 

 

 

(275,971)

 

 

(275,971)

 

 

(275,971)

Balance as of December 31, 2024

 

6,621,752

 

108,253

 

612,048

 

(596,400)

 

3,632

 

240,127

 

7,746,973

 

214,212

 

-

 

208,121

 

15,158,718

 

664,726

 

15,823,444

(i) Are substantially represented by non-controlling shareholders of Iconic.

The accompanying notes are an integral part of the financial statements.

Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method 

For the years ended December 31, 2024 and 2023


(In thousands of Brazilian Reais, except dividends per share)

 

 

 

    Parent   

 

Consolidated

 

Note

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

 

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income from continuing operations

 

2,362,740

 

2,439,795

 

2,525,900

 

2,517,753

Adjustments to reconcile net income to cash provided (consumed) by operating activities

 

 

 

 

 

 

Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition

11

(2,380,009)

 

(2,490,504)

 

129,675

 

(11,908)

Amortization of contractual assets with customers - exclusivity rights

10

 

 

555,083

 

607,446

Amortization of right-of-use assets

12

2,864

 

2,291

 

312,060

 

305,900

Depreciation and amortization

13; 14

15,808

 

10,216

 

900,673

 

848,894

Interest, derivatives, monetary variations and foreign exchange variations

-

13,122

 

23,336

 

1,557,814

 

1,349,953

Current and deferred income and social contribution taxes

9.b

34,747

 

12,857

 

1,485,617

 

1,060,942

Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets

-

(35,298)

 

(33,983)

 

(207,076)

 

(192,744)

Equity instrument granted

-

32,959

 

14,400

 

57,458

 

38,909

Gain (loss) on the fair value of energy contracts

 

 

 

(64,287)

 

Provision for decarbonization - CBIO and carbon credits

-

 

 

584,371

 

740,298

Other provisions and adjustments

-

15,080

 

47,049

 

(16,069)

 

147,800

 

 

62,013

 

25,457

 

7,821,219

 

7,413,243

 

 

 

 

 

 

 

 

 

(Increase) decrease in assets

 

 

 

 

 

 

 

 

Trade receivables and reseller financing

5

 

 

180,339

 

259,878

Inventories

6

 

 

371,244

 

645,301

Recoverable taxes

-

(798)

 

(11,226)

 

(1,642,714)

 

(1,201,440)

Dividends received from subsidiaries, associates and joint ventures

-

1,584,885

 

1,516,847

 

2,028

 

12,041

Other assets

-

(30,090)

 

(24,909)

 

(114,528)

 

(87,797)

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

Trade payables and trade payables - reverse factoring

16

(1,349)

 

(19,763)

 

(1,209,636)

 

(1,700,496)

Salaries and related charges

-

(6,957)

 

(25,209)

 

(17,019)

 

30,965

Taxes payable

-

(554)

 

13

 

(23,512)

 

(25,027)

Other liabilities

-

(57)

 

54,656

 

(160,331)

 

218,523

 

 

 

 

 

 

 

 

 

Acquisition of CBIO and carbon credits

14

 

(389)

 

(713,453)

 

(778,885)

Payments of contractual assets with customers - exclusivity rights

10

 

 

(418,250)

 

(597,798)

Payment of contingencies

-

 

(15)

 

(30,896)

 

(70,128)

Income and social contribution taxes paid

-

(3,433)

 

(123)

 

(308,915)

 

(268,558)

Net cash provided by operating activities

 

1,603,660

 

1,515,339

 

3,735,576

 

3,849,822

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Financial investments, net of redemptions

4.b

(213,003)

 

(272,011)

 

(4,202,032)

 

73,973

Acquisition of property, plant and equipment and intangible assets

13; 14

(81,479)

 

(24,569)

 

(1,787,175)

 

(1,287,330)

Cash provided by disposal of investments and property, plant and equipment

-

264,564

 

231,979

 

1,386,252

 

512,827

Capital increase in subsidiaries, associates and joint ventures

 

(1,124,230)

 

(422,886)

 

 

Capital decrease in subsidiaries, associates and joint ventures

11

 

1,093,204

 

522

 

3,100

Net cash consumed in the purchase of investments and other assets

-

 

(60,930)

 

(1,785,517)

 

(324,125)

Net cash provided (consumed) by investing activities

 

(1,154,148)

 

544,787

 

(6,387,950)

 

(1,021,555)

    
Ultrapar Participações S.A. and Subsidiaries Graphics
Statements of cash flows - indirect method

For the years ended December 31, 2024 and 2023


(In thousands of Brazilian Reais, except dividends per share)

 

 

    Parent   

 

Consolidated

 

Note

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

 

01/01/2024 to 12/31/2024

 

01/01/2023 to 12/31/2023

Cash flows from financing activities

 

 

 

 

 

 

 

 

Loans, financing and debentures

 

 

 

 

 

 

 

 

Proceeds

15

 

 

4,179,974

 

2,903,031

Repayments

15

 

(1,725,000)

 

(2,718,953)

 

(3,149,525)

Interest and derivatives (paid) or received

15

7,838

 

(137,891)

 

(1,117,562)

 

(1,267,447)

Payments of lease

 

 

 

 

 

 

 

 

Principal

12.b

(2,743)

 

(2,136)

 

(285,404)

 

(213,527)

Interest paid

12.b

(852)

 

(705)

 

(148,084)

 

(145,586)

Dividends paid

-

(713,066)

 

(380,898)

 

(833,658)

 

(400,025)

Proceeds from financial liabilities of customers

-

 

 

 

7,812

Payments of financial liabilities of customers

-

 

 

(159,897)

 

(197,891)

Capital increase made by non-controlling shareholders and redemption of shares

 

-

 

149

 

13,500

 

Repurchase of treasury shares

 

(148,945)

 

 

 

(148,945)

 

 

Related parties

-

(398)

 

(6,266)

 

(15,073)

 

(31,238)

Net cash consumed by financing activities

 

(858,166)

 

(2,252,747)

 

(1,234,102)

 

(2,494,396)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents in foreign currency

-

 

 

32,381

 

(29,952)

Increase (decrease) in cash and cash equivalents

-

(408,654)

 

(192,621)

 

(3,854,095)

 

303,919

Cash and cash equivalents at the beginning of the year

4.a

412,840

 

605,461

 

5,925,688

 

5,621,769

Cash and cash equivalents at the end of the year

4.a

4,186

 

412,840

 

2,071,593

 

5,925,688

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Addition on right-of-use assets and leases payable

12.a 

 

 

342,332

 

257,201

Addition on contractual assets with customers - exclusivity rights

 

 

 

5,627

 

66,565

Reclassification between financial assets and investment in associates

 11

 

 

645,333

 

Transfer between trade receivables and other assets accounts

 

 

 

 

25,646

Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition

 

6,452

 

411

 

6,452

 

411

Acquisition of property, plant and equipment and intangible assets without cash effect

 

 

 

42,180

 

104,177

Capital increase in joint ventures

 

133,552

 

-

 

-

 

-

Withdrawal of escrow deposits with tax contingencies

 

-

 

-

 

610,168

 

-


The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries Graphics

Statements of value added

For the years ended December 31, 2024 and 2023


(In thousands of Brazilian Reais)

 

 

Parent

 

Consolidated

 

Note

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Revenues

 

 

 

 

 

 

 

 

Gross revenue from sales and services, except rents and royalties

 

 

 

138,927,497

 

130,120,745

Rebates, discounts and returns

 

 

 

(1,122,338)

 

(1,013,600)

Estimated losses (recovery) of doubtful debts

5

 

 

(3,744)

 

22,815

Amortization of contractual assets with customers - exclusivity rights

10

 

 

(555,083)

 

(607,447)

Gain (loss) on disposal of assets and other operating income (expenses), net

 

18,402

 

46,781

 

(242,255)

 

(480,930)

 

 

18,402

 

46,781

 

137,004,077

 

128,041,583

Materials purchased from third parties

 

 

 

 

 

 

 

 

Cost of products and services sold

 

 

 

(124,034,095)

 

(116,948,122)

Materials, energy, third-party services and others

 

207,435

 

175,338

 

(1,775,717)

 

(1,646,794)

Provision for assets losses

 

 

 

735

 

21,210

 

 

207,435

 

175,338

 

(125,809,077)

 

(118,573,706)

Gross value added

 

225,837

 

222,119

 

11,195,000

 

9,467,877

Retentions

 

 

 

 

 

 

 

 

Depreciation and amortization of intangible assets and right-of-use assets

12.a; 13; 14

(18,672)

 

(12,507)

 

(1,212,733)

 

(1,146,277)

Net value added produced by the Company

 

207,165

 

209,612

 

9,982,267

 

8,321,600

Value added received in transfer

 

 

 

 

 

 

 

 

Total share of profit (loss) of subsidiaries, joint ventures and associates

11

2,380,009

 

2,490,504

 

(129,675)

 

11,908

Rents and royalties

 

 

 

319,809

 

316,575

Financial income

23

68,869

 

96,949

 

881,074

 

880,884

 

 

2,448,878

 

2,587,453

 

1,071,208

 

1,209,367

Total value added available for distribution

 

2,656,043

 

2,797,065

 

11,053,475

 

9,530,967

Distribution of value added

 

 

 

 

 

 

 

 

Personnel and related charges

 

 

 

 

 

 

 

 

Salaries and wages

 

167,659

 

159,812


1,494,898

 

1,448,728

Benefits

 

27,473

 

25,052

 

434,927

 

408,211

Government Severance Indemnity Fund for Employees (FGTS)

 

7,656

 

9,035

 

107,666

 

98,656

Others

 

7,413

 

7,219

 

268,559

 

120,234

 

 

210,201

 

201,118

 

2,306,050

 

2,075,829

Taxes, fees, and contributions

 

 

 

 

 

 

 

 

Federal

 

62,228

 

40,614

 

3,671,136

 

2,452,578

State

 

 

 

519,824

 

411,320

Municipal

 

305

 

366

 

162,873

 

150,813

 

 

62,533

 

40,980

 

4,353,833

 

3,014,711

Financial expenses and rents

 

 

 

 

 

 

 

 

Interest, foreign exchange variations and financial instruments

 

75

 

45,637

 

1,650,376

 

1,587,027

Rents

 

4,178

 

4,905

 

113,328

 

96,012

Others

 

16,316

 

64,630

 

103,988

 

239,635

 

 

20,569

 

115,172

 

1,867,692

 

1,922,674

Remuneration of own capital

 

 

 

 

 

 

 

 

Dividends

 

275,971

 

713,482

 

561,151

 

732,945

Interest on capital

 

 

 

105,590

 

Retained earnings

 

2,086,769

 

1,726,313

 

1,859,159

 

1,784,808

 

 

2,362,740

 

2,439,795

 

2,525,900

 

2,517,753

Value added distributed

 

2,656,043

 

2,797,065

 

11,053,475

 

9,530,967

 

The accompanying notes are an integral part of the financial statements.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.

 

The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 25.

 

These financial statements were authorized for issuance by the Board of Directors on February 26, 2025.

 

a. Principles of consolidation and interest in subsidiaries

 

a.1 Principles of consolidation

 

In the preparation of the consolidated financial statements the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.

 

Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.

 

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


a.2 Interest in subsidiaries
 

The consolidated financial statements include the following direct and indirect subsidiaries:

 

 

 

 

 

 

Interest % rounded

 

 

 

 

 

12/31/2024

 

12/31/2023

 

 

Location

Segment

 

Direct

 

Indirect

 

Direct

 

Indirect

Ultrapar Mobilidade Ltda.

 

Brazil

Ipiranga

 

100

 

-

 

100

 

-

Centro de Conveniências Millennium Ltda. and subsidiaries

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Neodiesel Ltda.(1)

 

Brazil

Ipiranga

 

-

 

100

 

-

 

-

Serra Diesel Transportador Revendedor Retalhista Ltda.

 

Brazil

Ipiranga

 

-

 

60

 

-

 

60

Ipiranga Produtos de Petróleo S.A.(2)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

am/pm Comestíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Glazed Brasil S.A.(3)

 

Brazil

Ipiranga

 

-

 

55

 

-

 

-

Icorban - Correspondente Bancário Ltda.  (4)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Ipiranga Trading Limited

 

British Virgin Islands

Ipiranga

 

-

 

100

 

-

 

100

Tropical Transportes Ipiranga Ltda. (5)

 

Brazil

Ipiranga

 

-

 

-

 

-

 

100

Ipiranga Imobiliária Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Logística Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Oil Trading Importadora e Exportadora Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Iconic Lubrificantes S.A.

 

Brazil

Ipiranga

 

-

 

56

 

-

 

56

Integra Frotas Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Irupé Biocombustíveis Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Ipiranga Trading North America LLC. (6)

 

United States

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Middle East DMCC

 

Dubai

Ipiranga

 

-

 

100

 

-

 

-

Ipiranga Trading Europe S.A. (6)

 

Switzerland

Ipiranga

 

-

 

100

 

-

 

-

Eaí Clube Automobilista S.A.(7)

 

Brazil

Ipiranga

 

-

 

100

 

100

 

-

Abastece Aí Participações S.A.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Abastece Aí Clube Automobilista Instituição de Pagamento Ltda.

 

Brazil

Ipiranga

 

-

 

100

 

-

 

100

Companhia Ultragaz S.A. (8)

 

Brazil

Ultragaz

 

99

 

-

 

-

 

99

Ultragaz Participações Ltda. (8)

 

Brazil

Ultragaz

 

-

 

-

 

100

 

-

Ultragaz Energia Ltda. and subsidiaries

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Nova Paraná Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Utingás Armazenadora S.A.

 

Brazil

Ultragaz

 

-

 

57

 

-

 

57

Bahiana Distribuidora de Gás Ltda.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

NEOgás do Brasil Gás Natural Comprimido S.A.

 

Brazil

Ultragaz

 

-

 

100

 

-

 

100

Wtz Participações S.A.(9)

 

Brazil

Ultragaz

 

-

 

52

 

-

 

-

UVC Investimentos Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

Ultrapar Logística Ltda.(10)

 

Brazil

Ultracargo

 

100

 

-

 

100

 

-

Ultracargo Logística S.A.

 

Brazil

Ultracargo

 

-

 

99

 

-

 

99

Ultracargo Soluções Logísticas S.A.

 

Brazil

Ultracargo

 

-

 

100

 

-

 

100

Ultrapar International S.A.

 

Luxembourg

Others

 

100

 

-

 

100

 

-

Imaven Imóveis Ltda.

 

Brazil

Others

 

100

 

-

 

100

 

-

UVC - Fundo de investimento em participações multiestratégia investimento no exterior (11)

 

Brazil

Others

 

-

 

-

 

100

 

-


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


(1)  Company established on May 16, 2024 with the purpose of holding interests in other companies.
(2)  On January 2, 2024, direct subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) became controlled by Ultrapar Mobilidade Ltda.
(3) Company (“Krispy Kreme”) established on March 8, 2024, engaged in the wholesale and retail trade, manufacture, storage, export and import of natural and industrialized food products.
(4)  On August 1, 2024, the merger of the company into Ipiranga was approved.
(5)  On November 1, 2024, the merger of the company into Ipiranga was approved.
(6)  Companies established as Ipiranga’s subsidiaries in foreign countries (Ipiranga Trading North America LLC. established on February 28, 2024, Ipiranga Trading Europe S.A. established on January 12, 2024), engaged in the commercial representation, trade, export and import of fuels.
(7) On January 2, 2024, direct subsidiary Eaí Clube Automobilista S.A. started to be controlled by Ipiranga.
(8) On August 1, 2024, the merger of the company into Companhia Ultragaz S.A. was approved, which became direct subsidiary of Ultrapar.
(9)  On September 1, 2024, the Company, through its subsidiary Companhia Ultragaz S.A., acquired a 52% interest in Wtz Participações S.A.
(10) On February 19, 2024, the name of subsidiary Ultracargo Operações Logísticas e Participações Ltda. was changed to Ultrapar Logística Ltda.
(11) On December 10, 2024, the Company transferred your total shares to UVC Investimentos Ltda.


b. Main events that occurred in the year

 

b.1 Acquisition of significant stake in Hidrovias
 

In the year ended December 31, 2024, the Company, through its subsidiary Ultrapar Logística, acquired a significant stake in Hidrovias do Brasil S.A. (“Hidrovias”), in line with Ultrapar's strategy of expanding its presence in sectors exposed to Brazilian agribusiness, mainly in the Midwest and North regions, investing in companies in which it can contribute strategic, operational, administrative, and financial knowledge, being a strategic and long-term reference shareholder. For further information, see Note 28.a.

 

b.2 Acquisition of interest in Witzler by Ultragaz

 

On September 1, 2024, through its subsidiary Ultragaz, the Company acquired a 51.7% interest in Witzler Participações S.A. (“Witzler”). The acquisition value was R$ 104,490, of which R$ 49,490 million was contributed to the acquired company through a capital increase and R$ 55,000 was paid considering price adjustments at the closing of the transaction. In addition, there is a portion of R$ 45,384 subject to certain performance conditions to be measured within up to 12 months. For further information, see Note 28.b

 

b.3 Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium

 

On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açúcar Group, located in the state of São Paulo, for R$ 130,000. CADE approved the transaction on July 22, 2024. On August 13, 2024, R$ 90,000 was paid as an advance and no other changes occurred up to December 31, 2024. The closing of the transaction is subject to other precedent conditions.

 

b.4 Share buyback program

 

On November 28, 2024, the Board of Directors approved the Buyback Program of Shares issued by Ultrapar (“Program”).

 

The Program is limited to the maximum acquisition of 25,000,000 common shares and will be effective for up to 12 months starting on December 2, 2024. For further information, see Note 20.c.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

The individual and consolidated financial statements (“financial statements”) have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”) and with the accounting practices adopted in Brazil.

 

The accounting practices adopted in Brazil include those in Brazilian corporate law and in the Pronouncements, Guidance and Interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

The financial statements were prepared and are presented:


a.

using consistent accounting policies and practices for  Ultrapar and in its subsidiaries all the years presented in these financial statements.



b. in thousands of Brazilian Reais (“R$”), which is the Company’s functional currency, unless otherwise stated.


c. considering all relevant information of the financial statements, and only this information, which was disclosed and corresponds to that used by the Company’s and its subsidiaries’ Management.


d. according to Management’s judgments, estimates, and assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets, and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years.


e. based the historical cost, except for the following material items recognized in the statements of financial position:



(i) derivative and non-derivative financial instruments measured at fair value;

(ii) share-based payments and employee benefits measured at fair value;

(iii) deemed cost of property, plant and equipment.


Material accounting policies

 

Accounting policies are presented in their respective notes, except for those described below:

 

a. Foreign currency transactions

 

Foreign currency transactions carried out by the Company and its subsidiaries are remeasured into their functional currency at the exchange rate prevailing on the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate on the date of the financial statements. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.

 

b. Basis for translation of financial statements of foreign subsidiaries

 

b.1 Subsidiaries without administrative authority

 

The Company has foreign subsidiaries without administrative authority. Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements. Gains and losses resulting from changes in these foreign investments are directly recognized as financial result.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


c. Use of estimates, assumptions and judgments

 

The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the Company and its subsidiaries’ management use the best information available at the date of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.

 

c.1 Judgments

 

Information on the judgments is included in: the determination of control in subsidiaries, the determination of joint control in joint ventures, and the determination of significant influence in associates (Note 11).

 

c.2 Uncertainties related to the assumptions and estimates

 

The information regarding uncertainties related to the assumptions and estimates are included in: determining the fair value of financial instruments including derivatives (Notes 4, 15 and 26), the determination of the loss allowance for expected credit losses (Note 5), the determination of provisions for losses of inventories (Note 6), the estimates of realization of deferred IRPJ and CSLL amounts (Note 9), realization amount of tax recoverable (Note 7), the useful lives and discount rate of right-of-use assets (Note 12), the useful lives of property, plant and equipment (Note 13), the useful lives of intangible assets and recoverable value of assets, including goodwill (Note 14), provisions for tax, civil, and labor risks (Note 18), estimates for the preparation of actuarial reports (Note 17), determination of fair value of subscription warrants – indemnification (Notes 19 and 26), and definition of fair value of the contingent consideration set for the business combination (Note 28). The actual result of the transactions and information may differ from their estimates.

 

d. Impairment of assets

 

The Company and its subsidiaries review the existence of indications of impairment of assets on a quarterly basis. For intangible assets with an indefinite useful life the review is done annually or more frequently when there is an indication that such assets might be impaired. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The identified CGUs for the evaluation of impairment are similar to reported segments in financial statements. The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling expenses and their value in use.

 

The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.

To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of these assets in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.

 

As of December 31, 2024, and 2023, the Company and its subsidiaries did not record any losses with impairment of assets.


e. Other assets

 

Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary variations, and foreign exchange variations incurred, less the provisions for losses and, if applicable, adjusted to present value.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


f. Other liabilities

 

Other liabilities are stated at known or measurable amounts, including monetary variations, and foreign exchange variations incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.

 

g. Statements of value added

 

The statement of value added (“DVA”) has been prepared using information obtained from the same accounting records used to prepare the financial statements and pursuant to the provisions of CPC 09 - Statement of Value Added. The first part of the DVA presents the wealth created by the Company, represented by revenues (gross sales revenue, including taxes levied thereon, other income and the effects of the allowance for expected credit losses), materials purchased from third parties (cost of sales and purchases of materials, energy and third-party services, including taxes levied at the time of the purchase, the effects of impairment and recovery of assets, and depreciation, and amortization) and the value added received from third parties (share of profit of subsidiaries, joint ventures and associates, financial income and other income). The second part of the DVA presents the distribution of wealth among personnel, taxes, fees and contributions, and remuneration of third-party capital and remuneration of own capital. The statements of value added (“DVA”) are presented as an integral part of the financial statements as applicable to publicly traded companies in Brazil, according to Law 11,638/07, and as supplemental information for the IFRS Accounting Standards, which does not require the presentation of DVA.

 

h. Statements of cash flows

 

The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities and present financial investments, net of redemptions in the investing activities and received dividends in the operating activities.

 

 

The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) and, on the date the financial statements were authorized for issue, did not identify any significant impacts thereof on the disclosure or reported amounts.

 

These financial statements were prepared using information from Ultrapar and its subsidiaries on the same base date, as well as consistent accounting policies and practices.


a.      New accounting policies and changes in accounting policies

 

a.1 Accounting policies adopted

The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the IASB and effective on/after January 1, 2024 had no significant impact on the financial statements for the year ended December 31, 2024:

  • IAS 1 – Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current
  • CPC 06 / IFRS 16 (R2) – Lease Liability in a Sale and Leaseback
  • CPC 09 (R1) – Statement of Value Added
  • IFRS 7/ CPC 03 and IAS 7/ CPC 40 – Supplier Finance Arrangements
  • IFRS 10/ CPC 36 (R3) and IAS 28/ CPC 18 (R2) – Sale or Contribution of Assets between an Investor and its Associate or Joint venture

a.2 Accounting policies not adopted

The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the IASB were not adopted since they are not effective in the year ended December 31, 2024. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact from their adoption on their future individual and consolidated financial statements.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024
  • IFRS 18/ CPC 26 – Presentation and Disclosure in Financial Statements
  • IAS 21/ CPC 02 – The Effects of Changes in Foreign Exchange Rates
  • IFRS 19 – Subsidiaries without Public Accountability
  • OCPC 10 – Carbon Credits

 

Accounting policy

 

Cash and cash equivalents comprise bank balances and short-term financial investments with maturities of up to 90 days, readily convertible into known amounts of cash and subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments.

 

Investments that do not fall under the classification of cash and cash equivalents are presented as financial investments in a separate line item in the statements of financial position.

 

The financial assets were classified based on the business model of the Company and its subsidiaries and are disclosed in Note 26.


a. Cash and cash equivalents

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Cash and banks

 

 

 

 

 

 

 

In local currency

120

 

408

 

211,047

 

77,488

In foreign currency

 

 

194,793

 

47,664

Financial investments considered cash equivalents

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

4,066

 

412,432

 

1,286,152

 

5,476,726

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency

 

 

379,601

 

323,810

Total cash and cash equivalents

4,186

 

412,840

 

2,071,593

 

5,925,688

 

b. Financial investments, derivative financial instruments and other financial assets

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Financial investments

 

 

 

 

 

 

 

In local currency

 

 

 

 

 

 

 

Securities and funds in local currency

320,101

 

 

2,271,979

 

82,592

In foreign currency

 

 

 

 

 

 

 

Securities and funds in foreign currency (a)

 

 

2,854,126

 

Derivative financial instruments and other financial assets at fair value (b)

2,607

 

295,637

 

833,986

 

1,162,283

Total financial investments and derivative financial instruments

322,708

 

295,637

 

5,960,091

 

1,244,875

Current

20,100

 

 

2,553,011

 

292,934

Non-current

302,608

 

295,637

 

3,407,080

 

951,941

 

(a)   Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.

(b)   Accumulated gains, net of withholding income tax (see Note 26.f).


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Accounting policy

 

Trade receivables represent amounts receivable for the sale of products and services provided by the Company's subsidiaries and are recorded at the nominal value invoiced on the date of sale.

 

Reseller financing is provided to promote the renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market. The amounts are financed with an average payment term of 12 to 60 months, subject to interest and monetary variation. Remeasurement is carried out at a market rate for working capital loans and is recognized in the financial result.

 

Expected credit losses are measured in accordance with the IFRS 9 simplified approach, using a provision matrix based on expected losses for the full balance of trade receivables. The loss allowance for expected credit losses considers the expected losses for the next 12 months, which includes the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. The expected credit losses are calculated by the expected loss approach, considering the probability of default. Loss rates are determined by the average of advances of receivables through stages of default until full write-off. This calculation includes the credit risk score for each exposure, based on predictive data and credit assessment experience.

 

The amount of the expected credit losses is deemed by management to be sufficient to cover any loss on realization of trade receivables.

 

a. Trade receivables and reseller financing

 

Trade receivables of customers

12/31/2024

 

12/31/2023

Domestic customers

3,885,310

 

4,183,696

Domestic customers - related parties (see Note 8)

301

 

78

Foreign customers

19,032

 

82,634

Foreign customers - related parties (see Note 8)

8,361

 

3,065

 

3,913,004

 

4,269,473

(-) Allowance for expected credit losses

(345,735)

 

(334,467)

Total - trade receivables of customers

3,567,269

 

3,935,006

Current

3,540,266

 

3,921,790

Non-current

27,003

 

13,216

 

 

 

 

Reseller financing

12/31/2024

 

12/31/2023

Reseller financing – Ipiranga

1,404,883

 

1,189,886

(-) Allowance for expected credit losses

(126,859)

 

(134,383)

Total – reseller financing

1,278,024

 

1,055,503

Current

511,979

 

504,862

Non-current

766,045

 

550,641


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


b. Allowance for expected credit losses – trade receivables and reseller financing

 

Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:

 

 

Trade receivables

 

Reseller financing

 

Total

Balance as of December 31, 2022

322,753

 

173,287

 

496,040

Additions

115,090

 

28,472

 

143,562

Reversals

(76,762)

 

(59,436)

 

(136,198)

Write-offs

(26,614)

 

(7,940)

 

(34,554)

Balance as of December 31, 2023

334,467

 

134,383

 

468,850

Additions

114,691

 

31,931

 

146,622

Reversals

(85,549)

 

(37,126)

 

(122,675)

Write-offs

(17,874)

 

(2,329)

 

(20,203)

Balance as of December 31, 2024

345,735

 

126,859

 

472,594

 

The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.

 

 

12/31/2024

 

12/31/2023

 

Weighted average rate of expected losses

 

Gross accounting balance

 

Allowance for expected credit losses

 

Weighted average rate of expected losses

 

Gross accounting balance

 

Allowance for expected credit losses

Current

0.55%

 

4,289,620

 

23,517

 

0.55%

 

4,412,278

 

24,131

Less than 30 days

3.14%

 

141,756

 

4,452

 

7.62%

 

61,451

 

4,683

31-60 days

20.26%

 

40,402

 

8,186

 

4.92%

 

57,753

 

2,841

61-90 days

14.96%

 

27,360

 

4,093

 

15.29%

 

23,845

 

3,646

91-180 days

30.37%

 

57,289

 

17,396

 

32.91%

 

47,430

 

15,609

More than 180 days

54.49%

 

761,460

 

414,950

 

48.79%

 

856,602

 

417,940

 

 

 

5,317,887

 

472,594

 

 

 

5,459,359

 

468,850

 

c. Trade receivables - sale of subsidiaries

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Sale of subsidiary Oxiteno:

 

 

 

 

 

 

 

Receivables from sale of investments (i)

 

 

 

726,195

(-) Adjustment to present value - sale of investments (ii)

 

 

 

(10,318)

Sale of subsidiary Extrafarma:

 

 

 

 

 

 

 

Receivables from sale of investments (iii)

 

208,487

 

 

208,487

Total - current

 

208,487

 

 

924,364

 

(i) The balance related to the final installment of the sale of Oxiteno was received in April 2024.

(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.17%, and fully paid up in April 2024.

(iii) Balance related to the second installment of the Extrafarma sale transaction, received in August 2024, monetarily adjusted by the CDI rate + 0.5% p.a.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Accounting policy

 

Inventories are stated at the lower of cost and net realizable value, and estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. The costs are measured using the weighted average cost and include the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production.

 

At the reporting date, the net realizable value of inventories is assessed and subsequent events related to price and cost fluctuations are considered, if relevant, and a provision for losses on obsolete or slow-moving inventories may be recognized. Write-offs and reversals are recognized as "Cost of goods sold and services rendered". This classification is made by management with the support of the industrial and operations teams.

 

 

12/31/2024

 

12/31/2023

Fuels, lubricants and greases

3,009,100

 

3,367,094

Raw materials

373,544

 

282,197

Purchase for future delivery (1)

255,001

 

386,281

Consumable materials and other items for resale

129,539

 

121,537

Liquefied petroleum gas – LPG

128,098

 

112,100

Properties for resale

21,794

 

22,222

 

3,917,076

 

4,291,431

 

(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.

 

Movements in the provision for inventory losses are as follows:

 

Balance as of December 31, 2022

21,926

Reversal of provision for obsolescence and other losses

(8,301)

Reversal of provision for adjustment to realizable value

(6,594)

Balance as of December 31, 2023

7,031

Addition to provision for obsolescence and other losses

1,680

Reversal of provision for adjustment to realizable value

(4,791)

Balance as of December 31, 2024

3,920


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

a. Recoverable taxes

 

Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”), and Social Integration Program (“PIS”).

 

 

12/31/2024

 

12/31/2023

ICMS - State VAT (a.1)

1,416,708

 

1,365,128

PIS and COFINS - Federal VAT (a.2)

3,172,417

 

2,761,262

Others

101,152

 

77,249

Total

4,690,277

 

4,203,639

Current

2,040,008

 

1,462,269

Non-current

2,650,269

 

2,741,370

 

a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:

 

Credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)); c) refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation basis used is higher than that of the operation effectively performed.

In the second quarter of 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline, and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).

 

The amounts of recoverable ICMS are realized through the Company’s own operations subject to taxes, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.

 

 

12/31/2024

Up to 1 year

513,494

From 1 to 2 years

472,413

From 2 to 3 years

246,132

From 3 to 5 years

184,669

Total recoverable ICMS, net of provision

1,416,708

 

The provision for ICMS losses, in the amount of R$ 17,116 (R$ 49,732 as of December 31, 2023), relates to tax credit of the subsidiaries whose amounts are not included within the term determined by its internal policies of provisioning.

 

a.2 The recoverable PIS and COFINS are substantially related to:

 

ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis.

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC” 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain.

 

On May 18, 2022, Provisional Act 1,118/22 amended Supplementary Law 192/22 to eliminate the right to take PIS and Cofins credits on purchases of diesel, LPG and biodiesel by end consumers. With the enactment of said Provisional Act, on June 2, 2022, Direct Unconstitutionality Action 7,181 was filed to challenge the provision in MP 1,118/22. On June 21, 2022, the Federal Supreme Court unanimously ratified the decision that considered MP 1,118/22 unconstitutional due to violation of the 90-day principle. Due to such court injunction and the non-conversion of Provisional Act 1,118/22 into law, the provisions in LC 192/22, which assured to all legal entities that are part of the fuel supply chain, including the Company’s subsidiaries, the maintenance of PIS and COFINS credits in connection with those transactions in the period from March 11, 2022 (LC 192/22 publication date) to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.

 

The Company, through its subsidiaries, has credits in the amount of R$ 1,686,836 (R$ 1,088,303 as of December 31, 2023) from the LC 192/22. These credits were recorded considering the expectation of realization by the Company within a 5-year period from the date of generation, period in which the Company has the ability to use these credits. The estimated realization is updated annually considering the Company's estimated future results. Due to this realization, in the current year, the Company recognized in the line item of cost of products and services sold, additional credits of R$1,071,269 (R$563,000 as of December 31, 2023).

 

The Management estimates the realization of these credits within up to 5 years from the constitution date, as follows:

 

 

12/31/2024

Up to 1 year

1,434,055

From 1 to 2 years

746,577

From 2 to 3 years

421,674

From 3 to 5 years

570,111

Total recoverable PIS and COFINS

3,172,417

 

b. Recoverable income and social contribution taxes

 

Comprise IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$ 498,067, of which R$ 151,930 recorded as current and R$ 346,137 recorded as non-current (R$ 396,405, of which R$ 171,051 recorded as current and R$ 225,354 recorded as non-current as of December 31, 2023). The Management estimates the realization of these credits within up to 5 years.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

a. Parent

 

 

Assets

 

Liabilities

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Transactions with joint ventures

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

 

 

2,875

 

2,875

 

 

 

 

 

 

 

 

Transactions with subsidiaries

 

 

 

 

 

 

 

Ipiranga Produtos de Petróleo S.A.

50,548

 

69,118

 

431

 

3,843

Companhia Ultragaz S.A.

28,588

 

18,741

 

1,761

 

880

Ultracargo Logística S.A.

7,860

 

3,369

 

 

183

Eaí Clube Automobilista S.A.

1,008

 

621

 

78

 

am/pm Comestíveis Ltda.

5,079

 

2,994

 

19

 

232

Others

739

 

269

 

11

 

124

Transactions with associates

 

 

 

 

 

 

 

Hidrovias do Brasil S.A.

227

 

 

 

Total

94,049

 

95,112

 

5,175

 

8,137

 

 

 

 

 

 

 

 

Other receivables/payables

86,973

 

88,435

 

2,300

 

5,262

Related parties

7,076

 

6,677

 

2,875

 

2,875


b. Consolidated


Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Assets

 

Liabilities

 

Operating result - Sales/(Purchases)

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Transactions with subsidiaries and joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with joint ventures

 

 

 

 

 

 

 

 

 

 

 

Refinaria de Petróleo Riograndense S.A.

 

 

9,846

 

29,278

 

(457,885)

 

(510,510)

Latitude Logística Portuária S.A.      

10,862

 

11,393

 

 

20

 

 

Navegantes Logística Portuária S.A.

29,406

 

13,703

 

 

 

 

Others

7,943

 

6,874

 

2,875

 

2,917

 

851

 

571

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with associates

 

 

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A.

416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with other related parties

 

 

 

 

 

 

 

 

 

 

 

Chevron Oronite Brasil Ltda. (1)

 

 

13,434

 

53,466

 

(195,925)

 

(175,053)

Chevron Products Company (1)

 

 

159,432

 

63,263

 

(745,812)

 

(370,137)

Others

8,760

 

3,065

 

1,449

 

1,626

 

(3,718)

 

(13,157)

 

 

 

 

 

 

 

 

 

 

 

 

Total

57,387

 

35,035

 

187,036

 

150,570

 

(1,402,489)

 

(1,068,286)

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (Note 5)

8,662

 

3,143

 

 

 

 

Other receivables

416

 

 

 

 

 

Trade payables (Note 16)

 

 

183,520

 

147,452

 

 

Related parties

48,309

 

31,892

 

3,516

 

3,118

 

 

Sales and services provided

 

 

 

 

21,125

 

14,779

Purchases

 

 

 

 

(1,423,614)

 

(1,083,065)


(1) Non-controlling shareholders and other related parties of Iconic.


Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.


c. Key executives (Consolidated)

 

The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth targets in financial results and priority matters for the Company. For details about post-employment benefits see Note 17.b.

 

The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:

 

 

12/31/2024

 

12/31/2023

Short-term compensation

51,814

 

54,396

Stock compensation

62,952

 

35,165

Post-employment benefits

4,767

 

4,206

Termination benefits

 

1,007

Total

119,533

 

94,774

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024
  • 2017 Plan

On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“2017 Plan”), which establishes the general terms and conditions for granting common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries.

As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital could be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.

 

At the OEGM held on April 19, 2023, the 2017 Plan was amended, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.

  • 2023 Plan

The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them and held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.

 

As a result of the 2023 Plan, common shares representing at most 5% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of said Plan, to 55,760,215 common shares. Annually, a maximum of 1% of this limit may be used.


The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan:

Program

Grant date

Number of shares granted (Quantity)

Vesting period

Fair value of shares on the grant date (in R$)

Total exercisable grant costs, including taxes (in R$ thousands)

 

Accumulated recognized exercisable grant costs (in R$ thousands)

 

Unrecognized exercisable grant costs (in R$ thousands)

Restricted

September 2, 2019

240,000

2025

16.42

6,774

 

(6,024)

 

750

Restricted

April 1, 2020

39,084

2025

12.53

1,124

 

(1,074)

 

50

Performance

April 1, 2020

55,074

2025

12.53

1,324

 

(1,268)

 

56

Restricted

September 16, 2020

140,000

2026

23.03

5,464

 

(3,946)

 

1,518

Restricted

September 22, 2021

1,000,000

2027

14.17

24,093

 

(13,339)

 

10,754

Restricted

April 6, 2022

634,165

2025

14.16

16,906

 

(15,508)

 

1,398

Performance

April 6, 2022

1,007,324

2025

14.16

26,829

 

(24,802)

 

2,027

Restricted

September 21, 2022

2,640,000

2032

12.98

64,048

 

(14,945)

 

49,103

Restricted

December 7, 2022

1,500,000

2032

13.47

37,711

 

(7,860)

 

29,851

Restricted

April 20, 2023

311,324

2025

14.50

7,472

 

(6,538)

 

934

Restricted

April 20, 2023

1,146,194

2026

14.50

31,039

 

(18,129)

 

12,910

Performance

April 20, 2023

1,156,903

2026

14.50

31,320

 

(18,410)

 

12,910

Restricted

September 20, 2023

3,800,000

2033

18.75

132,784

 

(17,712)

 

115,072

Restricted

April 17, 2024

3,495,953

2027 to 2029

26.94

177,651

 

(31,656)

 

145,995

Restricted

June 19, 2024

60,683

2027

21.47

2,468

 

(411)

 

2,057

Restricted

October 1, 2024

1,295,000

2034

23.10

55,785

 

(1,395)

 

54,390

 

18,521,704

 

 

622,792

 

(183,017)

 

439,775

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Number of shares as of December 31, 2022

 

8,934,704

Shares granted during the year

 

6,930,871

Cancellation of granted shares due to termination of executive employment

 

(583,180)

Shares transferred (vesting)

 

(447,800)

Number of shares as of December 31, 2023

 

14,834,595

Shares granted during the year

 

5,061,396

Cancellation of granted shares due to termination of executive employment

 

(139,105)

Shares transferred (vesting)

 

(1,235,182)

Number of shares as of December 31, 2024

 

18,521,704

 

The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the year ended December 31, 2024, an expense in the amount of R$ 112,277 was recognized in relation to the Plan (R$ 70,770 for the year ended December 31, 2023).

For all plans, settlements are made only with the delivery of treasury shares. The values of the grants were determined on the granting date based on the market value of these shares on B3 (the Brazilian Stock Exchange). 

 

Accounting policy

 

Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries’ equity and is excluded from the dividend calculation basis and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements. The current rates in Brazil are 25% for IRPJ and 9% for CSLL.

 

Deferred IRPJ and CSLL are recognized when a temporary difference between the tax and accounting balances exists, given that tax credits and debits are not subject to the statute of limitations, and mainly result from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations , negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.

 

For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.

 

On December 27, 2024, Law 15,079 was published, which introduce the Additional of CSLL to adapt Brazilian legislation to the GloBE Rules aligning the country to Pillar 2 of the BEPS of OECD.This guideline establishes a minimum global tax rate of 15% for multinationals with annual revenues exceeding € 750 million.

 

Management assessed and concluded that no relevant effects on the Company's financial statements are expected.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


a. Deferred income (IRPJ) and social contribution taxes (CSLL)

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Assets - deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Provision for losses with assets

 

 

41,467

 

46,863

Provisions for tax, civil and labor risks

67,261

 

64,486

 

188,495

 

326,662

Provision for post-employment benefits

516

 

512

 

76,166

 

90,451

Provision for differences between cash and accrual basis (i)

 

 

19,483

 

35,989

Goodwill

 

 

10,317

 

7,976

Provision for asset retirement obligation

 

 

13,472

 

14,759

Operating provisions

4,366

 

3,247

 

60,120

 

299,609

Provision for profit sharing and bonus

10,246

 

12,590

 

76,880

 

91,883

Leases payable

2,961

 

2,919

 

499,988

 

518,138

Change in fair value of subscription warrants

 

3,566

 

 

3,566

Provision for deferred revenue

 

 

450

 

932

Other temporary differences

21,762

 

9,428

 

115,753

 

104,319

Tax losses and negative basis for social contribution carryforwards

51,339

 

77,453

 

510,780

 

396,601

Total

158,451

 

174,201

 

1,613,371

 

1,937,748

Offsetting liability balance

(15,821)

 

(9,934)

 

(676,430)

 

(682,614)

Net balances presented in assets

142,630

 

164,267

 

936,941

 

1,255,134

Liabilities - Deferred income and social contribution taxes on:

 

 

 

 

 

 

 

Leases payable

2,586

 

2,559

 

406,173

 

432,908

Provision for differences between cash and accrual basis (i)

 

7,375

 

194,846

 

81,293

Change in fair value of subscription warrants

7,611

 

 

7,611

 

Goodwill/negative goodwill on investments

 

 

28,771

 

28,717

Business combination - fair value of assets

 

 

52,781

 

54,921

Other temporary differences

5,624

 

 

119,073

 

84,981

Total

15,821

 

9,934

 

809,255

 

682,820

Offsetting asset balance

(15,821)

 

(9,934)

 

(676,430)

 

(682,614)

Net balances presented in liabilities

 

 

132,825

 

206

 

(i) In the consolidated refers mainly to the income and social contribution taxes on foreign exchange variation of the derivative instruments.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Changes in the net balance of deferred IRPJ and CSLL are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2022 (net)

150,451

 

897,936

Deferred IRPJ and CSLL recognized in profit (loss) for the year

13,784

 

335,375

Deferred IRPJ and CSLL recognized in other comprehensive income

32

 

21,474

Others

 

143

Balance as of December 31, 2023 (net)

164,267

 

1,254,928

Deferred IRPJ and CSLL recognized in profit (loss) for the year

(21,530)

 

(360,953)

Deferred IRPJ and CSLL recognized on company acquisition

 

(71,815)

Deferred IRPJ and CSLL recognized in other comprehensive income

(107)

 

(18,178)

Others

 

134

Balance as of December 31, 2024 (net)

142,630

 

804,116

 

The estimated recovery of the deferred tax assets relating to IRPJ and CSLL is shown as follows:

 

 

Parent

 

Consolidated

Up to 1 year

35,378

 

467,926

1 to 2 years

23,293

 

140,138

2 to 3 years

19,398

 

428,331

3 to 5 years

43,449

 

162,940

5 to 7 years

36,742

 

224,590

7 to 10 years

191

 

189,446

Total deferred tax assets relating to IRPJ and CSLL

158,451

 

1,613,371

 

The balances of R$158,451 in the parent and R$1,613,371 in the consolidated were supported by the technical study on taxable profit projections for the realization of deferred tax assets. The taxable profit projections from business plans of each segment of the Company which indicates trends and perspectives, demand effects, competition and other economic factors, and that represent management’s best estimate about the economic conditions existing during the period of realization of the deferred tax asset, were taken into account.

 

The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate and commodity price index. 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


b. Reconciliation of income and social contribution taxes in the statement of income

 

IRPJ and CSLL are reconciled to the statutory tax rates as follows:

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Income before taxes

2,397,487

 

2,452,652

 

4,011,517

 

3,578,695

Statutory tax rates - %

34

 

34

 

34

 

34

Income and social contribution taxes at the statutory tax rates

(815,146)

 

(833,902)

 

(1,363,916)

 

(1,216,756)

Adjustment to the statutory income and social contribution taxes:

 

 

 

 

 

 

 

Nondeductible expenses

(2,973)

 

(3,019)

 

(14,729)

 

(11,535)

Nontaxable revenues (i)

418

 

9,409

 

26,755

 

114,981

Adjustment to estimated income

 

 

1,807

 

2,173

Unrecorded deferred income and social contribution tax carryforwards

(25,884)

 

 

(205,794)

 

(36,227)

Share of profit (loss) of subsidiaries, joint ventures and associates

809,203

 

846,771

 

(44,090)

 

4,049

Interest on capital between subsidiaries

 

 

35,901

 

Other adjustments

(365)

 

(32,116)

 

(15,861)

 

(26,666)

Income and social contribution taxes before tax incentives

(34,747)

 

(12,857)

 

(1,579,927)

 

(1,169,981)

Tax incentives – SUDENE (ii)

-

 

 

94,310

 

109,039

Income and social contribution taxes in the statement of income

(34,747)

 

(12,857)

 

(1,485,617)

 

(1,060,942)

Current

(13,217)

 

(26,641)

 

(1,124,664)

 

(1,396,317)

Deferred

(21,530)

 

13,784

 

(360,953)

 

335,375

Effective IRPJ and CSLL rates - %

1.4

 

0.5

 

37.0

 

29.6

 

(i) Consist of gains and income not taxable ​under applicable tax legislation, such as reimbursement of taxes, tax incentives, installments and reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary variation (SELIC) in the repetition of undue tax lawsuits.
(ii) Certain subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, with a 75% decrease in the income tax basis.


c. Tax losses and negative basis for social contribution carryforwards

 

As of December 31, 2024, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, and do not expire.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:

 

 

12/31/2024

 

12/31/2023

Oil Trading

77,155

 

84,372

Ultrapar

51,339

 

77,453

Abastece aí Clube

 

91,861

Ipiranga

300,409

 

97,071

Ultracargo Soluções Logística

33,553

 

30,652

Others

48,324

 

15,192

 

510,780

 

396,601

 

The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:

 

 

12/31/2024

 

12/31/2023

Neogás

45,286

 

45,333

Integra Frotas

18,927

 

13,335

Stella

15,686

 

8,634

Millennium

11,650

 

8,539

Abastece aí 1

126,900

 

Others

6,374

 

461

 

224,823

 

76,302


1 As of December 31, 2024, the Company reversed the deferred taxes recorded on tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL) of the subsidiary, based on projections of future realization.

 

d. Non-levy of IRPJ/CSLL on the update by Selic of tax undue payments received from the Federal Government

 

The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the levy of IRPJ and CSLL on amounts related to monetary variation received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered credits of this nature in the amount of R$ 141,147 as of December 31, 2024 (R$ 143,147 as of December 31, 2023).


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.

 

Changes are shown below:

 

Balance as of December 31, 2022

2,205,591

Additions

664,363

Amortization

(607,446)

Balance as of December 31, 2023

2,262,508

Additions

424,477

Amortization

(555,083)

Balance as of December 31, 2024

2,131,902

Current

658,571

Non-current

1,473,331

 

 

Accounting policy

 

Investments in subsidiaries are accounted for under the equity method of accounting in the parent’s individual financial statements. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities.

 

Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements. An associate is an investment in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establishes that decisions about the relevant activities of the investee require the consent from the parties that share control.

 

Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The table below presents the positions of equity and income (loss) for the year by company:

 

 

 

 

 

 

Parent

 

Equity

Income (loss) for the year

Interest in share capital - % (*)

 

Investments/ Provision for equity deficiency

 

Share of profit (loss) of subsidiaries, joint ventures and associates

 

 

12/31/2024

12/31/2023

 

12/31/2024

12/31/2023

Subsidiaries

 

 

 

 

 

 

 

 

 

Ultrapar Logística Ltda.

3,266,345

253,128

100.00

 

3,266,345

1,745,326

 

253,128

308,672

Ipiranga Produtos de Petróleo S.A. (v)

 

9,216,020

 

1,409,687

Ultrapar International S.A.

(68,530)

(13,680)

100.00

 

(68,530)

(54,850)

 

(13,680)

21,795

UVC (vii)

(4,112)

 

39,917

 

(4,112)

(7,047)

Centro de Conveniências Millennium Ltda. (iv)

 

 

(5,249)

Eaí Clube Automobilista S.A. (Note 1.a.2)

 

168,602

 

(53,311)

Ultragaz Participações Ltda. (vi)

372,263

 

1,004,960

 

372,263

808,696

Companhia Ultragaz S.A.

1,106,850

513,966

99.99

 

1,106,687

 

513,890

UVC Investimentos Ltda.

47,702

516

100.00

 

47,702

(862)

 

516

(935)

Imaven Imóveis Ltda. (ii)

64,917

3,121

100.00

 

64,917

52,796

 

3,121

1,866

Ultrapar Mobilidade Ltda. (*) (iii) (v)

10,407,480

1,282,578

100.00

 

10,407,480

59,403

 

1,282,578

(1,297)

Joint ventures

 

 

 

 

 

 

 

 

 

Química da Bahia Indústria e Comércio S.A.

6,637

(319)

50.00

 

3,319

3,478

 

(158)

(41)

Refinaria de Petróleo Riograndense S.A. (i)

6,081

(83,097)

33.14

 

2,016

31,553

 

(27,537)

7,668

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

14,829,936

12,266,343

 

2,380,009

2,490,504

Total provision for equity deficit (B)

 

 

 

 

(68,530)

(55,712)

 

 

 

Total investments (A-B)

 

 

 

 

14,898,466

12,322,055

 

 

 

 

(*) Amounts adjusted for unrealized profits in equity and income for the year.
(i) Investment considers capital loss balances of R$ 9,666 as of December 31, 2024 (R$ 10,627 as of December 31, 2023).
(ii)  On April 28, 2023, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spun-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2023, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A.
(iii)  Company established on February 28, 2023 with the purpose of holding interests in other companies.
(iv) (iv) On October 2, 2023, the Company transferred all shares in Centro de Conveniências Millennium Ltda. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution.
(v) On January 2, the Company transferred all shares in Ipiranga Produtos de Petróleo S.A. to its subsidiary Ultrapar Mobilidade Ltda., as capital contribution.
(vi)
On August 1, 2024, Ultragaz Participações Ltda. merged its equity into the equity of subsidiary Companhia Ultragaz S.A.
(vii)  On December 1, 2024, the Company transferred all of its shares to subsidiary UVC Investimentos Ltda.

  

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024



 

 

 

 

Consolidated

 

Equity

Income (loss) for the year

Interest in share capital - % (*)

 

Investments/ Provision for equity deficiency

 

Share of profit (loss) of subsidiaries, joint ventures and associates

 

 

12/31/2024

12/31/2023

 

12/31/2024

12/31/2023

Joint ventures

 

 

 

 

 

 

 

 

 

União Vopak – Armazéns Gerais Ltda.

540

(1,460)

50.00

 

270

1,550

 

(730)

7,694

Refinaria de Petróleo Riograndense S.A.

6,081

(83,097)

33.14

 

2,015

31,553

 

(27,537)

7,668

Latitude Logística Portuária S.A.

4,449

(7,555)

50.00

 

2,225

6,002

 

(3,777)

(1,636)

Navegantes Logística Portuária S.A.

22,093

(25,417)

33.33

 

7,364

15,836

 

(8,472)

(7,413)

Nordeste Logística I S.A.

17,878

(513)

33.33

 

5,959

7,071

 

(171)

730

Nordeste Logística II S.A.

56,347

4,698

33.33

 

18,782

17,216

 

1,566

(2,199)

Nordeste Logística III S.A.

54,991

1,478

33.33

 

18,330

18,004

 

493

967

Química da Bahia Indústria e Comércio S.A.

6,637

(319)

50.00

 

3,319

3,478

 

(159)

(42)

Terminal de Combustíveis Paulínia S.A. ("Opla") (i)

119,388

8,324

50.00

 

59,694

54,155

 

4,162

4,071

Other investments

 

281

349

 

Associates

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (ii)

1,203,135

(229,904)

41.94

 

504,629

 

(94,842)

Transportadora Sulbrasileira de Gás S.A.

13,994

6,812

25.00

 

3,498

3,978

 

1,704

2,043

Metalúrgica Plus S.A.

(1,045)

(276)

33.33

 

(349)

(256)

 

(91)

(99)

Plenogás Distribuidora de Gás S.A.

3,124

2,010

33.33

 

1,041

497

 

672

124

Other investments

 

41

33

 

 

 

 

 

 

 

 

 

 

 

Goodwill on investments (*)

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A. ("Opla")

 

117,306

158,634

 

Hidrovias do Brasil S.A.

 

775,044

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustment on investments

 

 

 

 

 

 

 

 

 

Terminal de Combustíveis Paulínia S.A. ("Opla")

 

38,835

 

(2,493)

 

 

 

 

 

 

 

 

 

 

Advances for acquisition

 

 

 

 

 

 

 

 

 

Advances - Pão de Açúcar Group stations (iii)

 

90,000

 

 

 

 

 

 

 

 

 

 

 

Advance for future capital increase

 

 

 

 

 

 

 

 

 

Hidrovias do Brasil S.A. (v)

 

500,000

 

 

 

 

 

 

 

 

 

 

 

Total (A)

 

 

 

 

2,148,284

318,100

 

(129,675)

11,908

Total provision for equity deficit (B)

 

 

 

 

(349)

(256)

 

Total investments (A-B)

 

 

 

 

2,148,633

318,356

 

 

 

 

(*) For more information on the accounting policy, see Note 14.a.
(i) 
Subsidiary Ultracargo Logística S.A. acquired a 50% interest in Opla on July 1, 2023. The purchase price allocation (PPA) was completed in June 2024. For further information, see Note 28.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


(ii) Hidrovias is engaged in logistics and waterway, highway and multimodal infrastructure activities in Brazil and abroad. As of May 2024, date on which the Company began to hold significant influence in Hidrovias, the share of profit (loss) of the associate is recorded with a 2-month lag, as it was not feasible to consolidate the figures at the time of acquisition and since then the Company has maintained consistency in its disclosures. For further information, see Note 28.a.
(iii) The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda. For further information, see Note 1.b.3
(iv) The amount refers to the advance for future capital increase of Hidrovias, made by subsidiary Ultrapar Logística Ltda. For further information, see Note 28.a


The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:

 

 

Consolidated

 

Proportion of interest in share capital and voting rights held by non-controlling interests

 

Equity attributable to non-controlling interests

 

Income allocated to non-controlling interests for the year

 

12/31/2024

12/31/2023

 

12/31/2024

12/31/2023

 

12/31/2024

12/31/2023

Subsidiaries

%

%

 

 

 

 

 

 

Iconic Lubrificantes S.A.

44%

44%

 

484,986

477,710

 

135,428

72,505

WTZ Participações S.A.

48%

-

 

116,249

 

25,082

Other investments

-

-

 

63,491

45,621

 

2,650

5,453

 

 

 

 

664,726

523,331

 

163,160

77,958


The summarized financial information of the associates and joint ventures relevant for the Company is presented below. The individual financial statements of these entities may differ from the financial information presented here, which is prepared considering Ultrapar's accounting policies and using the most recent financial information available. 

 

 

12/31/2024

 

10/31/2024

 

Joint ventures

 

Associate

 

RPR

 

Opla

 

Hidrovias do Brasil S.A.

Total assets

1,069,063

 

182,810

 

2,591,401

Total liabilities

1,062,982

 

63,422

 

1,388,266

Equity

6,081

 

119,388

 

1,203,135

Net revenue

2,177,747

 

60,281

 

-  

Net income (loss) for the year

(83,097)

 

8,324

 

(229,904)

Number of shares or units held

1,719,491

 

16,957,908

 

318,925,700

Interest in share capital - %

33.14

 

50.00

 

41.94

 

 

12/31/2023

 

Joint ventures

 

RPR

 

Opla

Total assets

844,959

 

190,626

Total liabilities

717,926

 

82,315

Equity

127,033

 

108,311

Net revenue

2,954,931

 

35,117

Net income (loss) for the year

20,899

 

8,141

Number of shares or units held

5,078,888

 

33,915,815

Interest in share capital - %

33.14

 

50.00

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:

 

 

Parent

 

Consolidated

 

Subsidiaries

 

Joint ventures

 

Total

 

Joint ventures

 

Associates

 

Advances

 

Advances for future capital increase

Total

Balance as of December 31, 2022 (i)

12,141,736

 

28,705

 

12,170,441

 

106,843

 

4,384

 

 

111,227

Share of profit (loss) of subsidiaries, joint ventures and associates (*)

2,482,877

 

7,627

 

2,490,504

 

9,840

 

2,068

 

 

11,908

Dividends

(1,782,516)

 

(2,196)

 

(1,784,712)

 

(11,072)

 

(2,200)

 

 

(13,272)

Equity instrument granted (ii)

5,598

 

 

5,598

 

899

 

 

 

899

Accumulated other comprehensive income

(7,163)

 

895

 

(6,268)

 

 

 

 

Capital increase in cash

422,886

 

 

422,886

 

 

 

 

Shareholder transactions - changes of interest

168

 

 

168

 

 

 

 

Acquisition of Imaven Imóveis Ltda.

60,930

 

 

60,930

 

 

 

 

Acquisition of Terminal de Combustíveis Paulínia S.A. ("Opla")

 

 

 

210,096

 

 

 

210,096

Capital decrease

(1,093,204)

 

 

(1,093,204)

 

(3,100)

 

 

 

(3,100)

Other movements

 

 

 

342

 

 

 

342

Balance as of December 31, 2023 (i)

12,231,312

 

35,031

 

12,266,343

 

313,848

 

4,252

 

 

318,100

Share of profit (loss) of subsidiaries, joint ventures and associates (*)

2,407,704

 

(27,695)

 

2,380,009

 

(34,625)

 

(92,557)

 

 

(127,182)

Amortization of fair value adjustments

 

 

 

(2,493)

 

 

 

(2,493)

Dividends

(1,169,912)

 

 

(1,169,912)

 

 

(1,196)

 

 

(1,196)

Equity instrument granted (ii)

29,587

 

 

29,587

 

 

1,540

 

 

1,540

Accumulated other comprehensive income

62,272

 

(2,427)

 

59,845

 

(2,427)

 

37,458

 

 

35,031

Tax incentive reserve

5,699

 

-

 

5,699

 

-

 

-

 

-

 

-

-

Capital increase in cash

1,124,230

 

 

1,124,230

 

 

42,985

 

 

42,985

Capital increase in shares

133,552

 

 

133,552

 

 

 

 

Capital decrease in shares

 

 

 

(522)

 

 

 

(522)

Advances for investments - GPA stations

 

 

 

 

 

90,000

 

-

90,000

Acquisition of shares of Hidrovias do Brasil S.A.

 

 

 

 

647,201

 

 

647,201

Transfers of financial assets to investments (iii)

 

 

 

 

645,333

 

 

645,333

Advance for future capital increase (iv)

 

 

 

 

-

 

-

 

500,000

500,000

Other movements

157

 

426

 

583

 

599

 

(1,112)

 

 

(513)

Balance as of December 31, 2024 (i)

14,824,601

 

5,335

 

14,829,936

 

274,380

 

1,283,904

 

90,000

 

500,000

2,148,284

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


(*) Adjusted for unrealized profits between subsidiaries.
(i)
Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.
(ii) Amounts refer to grants of long-term incentives in subsidiaries Ultrapar Mobilidade, Ultragaz Participações and Ultrapar Logística.
(iii) Amounts refer to the acquisition of stake in Hidrovias do Brasil S.A. For further details, see Note 28.a.
(iv) Amounts refer to the advance for future capital increase made in December 2024 by subsidiary Ultrapar Logística Ltda. in Hidrovias do Brasil S.A.

 

Accounting policy

 

The Company and its subsidiaries recognized in the statement of financial position right-of-use assets and the respective lease liabilities initially measured at the present value of future lease payments, discounted by the incremental loan rate of the Company, considering the related contract costs. Right-of-use assets include amounts related to port area lease grants.

 

The remeasurement of assets and liabilities based on the contractual index is recognized in the statement of financial position, not having an effect on the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention of purchasing the underlying asset.

 

The amortization expenses of right-of-use assets are recognized in the statement of income over the lease contract term. When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”), its amortization is capitalized until the asset under construction is completed. The liability is increased for interest and decreased by lease payments made. The interest is recognized in the statement of income using the effective interest rate method.

 

For short-term leases of 12 months or less and lease contracts of low-value assets, which do not have a purchase option at the end of the contract the Company and its subsidiaries recognize the lease expense in the statement of income as incurred over the lease term.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


  1. Right-of-use assets
  • Consolidated

 

Weighted average useful life (years)


Balance as of 12/31/2023

 

Additions and remeasurement (i)

 

Write-offs

 

Transfers (ii)

 

Amortization

 

Balance as of 12/31/2024

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

Real estate

9


1,998,866

 

196,194

 

(207,945)

 

 

 

1,987,115

Port areas

32


314,964

 

2,025

 

 

26,750

 

 

343,739

Vehicles

3


270,388

 

143,043

 

(56,337)

 

 

 

357,094

Equipment

3


38,278

 

5,958

 

(10,591)

 

 

 

33,645

Others

20


27,846

 

 

 

 

 

27,846

 

 


2,650,342

 

347,220

 

(274,873)

 

26,750

 

 

2,749,439

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

Real estate


(753,198)

 

 

131,716

 

(4,402)

 

(197,849)

 

(823,733)

Port areas


(44,620)

 

 

 

-

 

(8,072)

 

(52,692)

Vehicles


(109,967)

 

 

35,669

 

 

(95,538)

 

(169,836)

Equipment


(5,184)

 

 

9,778

 

 

(10,601)

 

(6,007)

Others


(25,847)

 

 

 

 

-

 

(25,847)

 

 


(938,816)

 

 

177,163

 

(4,402)

 

(312,060)

 

(1,078,115)

Net amount

 


1,711,526

 

347,220

 

(97,710)

 

22,348

 

(312,060)

 

1,671,324

 

(i) Considers R$ 342,332 referring to additions and remeasurements between right-of-use assets and leases payable.

(ii) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation. Additionally, the cost includes the advance balance of the grant of Maceió carried out in IPP.
 

 

Weighted average useful life (years)


Balance as of 12/31/2022

 

Additions and remeasurement

 

Write-offs

 

Transfers

 

Amortization

 

Acquisition of subsidiary

 

Balance as of 12/31/2023

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

10


2,019,898

 

140,245

 

(165,551)

 

 

 

4,274

 

1,998,866

Port areas

29


311,174

 

3,790

 

 

 

 

 

314,964

Vehicles

4


186,455

 

120,705

 

(71,781)

 

 

 

35,009

 

270,388

Equipment

5


26,345

 

12,910

 

(1,973)

 

 

 

996

 

38,278

Others

20


27,846

 

 

 

 

 

 

27,846

 

 


2,571,718

 

277,650

 

(239,305)

 

 

 

40,279

 

2,650,342

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate


(634,688)

 

 

95,896

 

(4,491)

 

(209,522)

 

(393)

 

(753,198)

Port areas


(36,773)

 

 

 

 

(7,847)

 

 

(44,620)

Vehicles


(83,902)

 

 

63,708

 

 

(80,661)

 

(9,112)

 

(109,967)

Equipment


(2,850)

 

 

1,974

 

 

(4,151)

 

(157)

 

(5,184)

Others


(22,128)

 

 

 

 

(3,719)

 

 

(25,847)

 

 


(780,341)

 

 

161,578

 

(4,491)

 

(305,900)

 

(9,662)

 

(938,816)

Net amount

 


1,791,377

 

277,650

 

(77,727)

 

(4,491)

 

(305,900)

 

30,617

 

1,711,526


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


b. Leases payable

 

The changes in leases payable are shown below:

 

Balance as of December 31, 2022

1,523,769

Interest accrued

143,005

Payments of leases

(213,527)

Interest payment

(145,586)

Additions and remeasurement

257,201

Write-offs

(71,569)

Acquisition of subsidiary

30,641

Balance as of December 31, 2023

1,523,934

Interest accrued

133,767

Payments of leases

(285,404)

Interest payment

(148,084)

Additions and remeasurement

342,332

Write-offs

(81,393)

Balance as of December 31, 2024

1,485,152

Current

316,460

Non-current

1,168,692

 

The undiscounted future cash outflows are presented below:

 

 

12/31/2024

 

12/31/2023

Up to 1 year

355,336

 

418,450

1 to 2 years

282,945

 

322,165

2 to 3 years

240,984

 

227,785

3 to 4 years

188,002

 

189,744

4 to 5 years

158,559

 

147,977

More than 5 years

891,997

 

1,003,655

Total

2,117,823

 

2,309,776

 

The contracts of leases payable are substantially indexed by the IGP-M.


b.1. Discount rates

 

The weighted nominal average discount rates for the lease contracts of the Company are:

 

Contracts by maturity date and discount rate

Maturity dates of the contracts

Rate (% p.a.)

From 1 to 5 years

10.56%

From 6 to 10 years

10.16%

From 11 to 15 years

9.81%

More than 15 years

9.68%


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


c. Effects of inflation and potential right of recoverable PIS and COFINS - disclosures required by the CVM in the letter SNC/SEP 02/2019

 

The effects of inflation for the year ended December 31, 2024 are as follows:

 

Right-of-use asset, net

 

Nominal base

1,671,324

Inflated base

2,050,080

 

22.7%

Leases payable

 

Nominal base

1,485,152

Inflated base

1,863,908

 

25.5%

Financial expenses

 

Nominal base

133,767

Inflated base

173,068

 

29.4%

Amortization expense

 

Nominal base

312,060

Inflated base

357,227

 

14.5%

 

The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25%, according to the Brazilian tax legislation for the year ended December 31, 2024, are presented below:


 

Potential right of recoverable PIS and COFINS

Cash flow at present value

137,377

Nominal cash flow

195,899

 

d. Lease contracts of leases of low-value assets and short-term leases

 

 

Up to 1 year

Between 1 and 5 years

Total

12/31/2024

8,022

2,637

10,659

 

 

 

 

12/31/2023

7,693

1,872

9,565


The amount of leases considered as of low value, short term and variable payments, recognized as an expense for the year ended December 31, 2024 was R$ 9,850 (R$ 7,794 for the year ended December 31, 2023). 


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Accounting policy

 

Property, plant and equipment items are measured at acquisition or construction cost, which also includes costs directly attributable to bringing the asset to operating conditions, including borrowing costs on qualifying assets and non-recoverable taxes, as well as, when applicable, the estimated costs of dismantling and removing property, plant and equipment and restoring the site where the asset is located, less accumulated depreciation and impairment losses. The borrowing costs related to funds raised for construction in progress shall be capitalized until the completion of these projects.

 

Depreciation is calculated using the straight-line method, taking into consideration the estimated useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the contract term and the useful life of the asset.


 

Weighted average useful life (years)


Balance as of 12/31/2023

 

Additions

 

Depreciation

 

Transfers (i)

 

Write-offs

 

Acquisition of subsidiaries (ii)

 

Balance as of 12/31/2024

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Land

-


607,152

 

12,968

 

 

5,073

 

(15,569)

 

-

 

609,624

Buildings

31


1,646,996

 

8,904

 

 

149,065

 

(61,770)

 

1,902

 

1,745,097

Leasehold improvements

15


1,292,998

 

37,867

 

 

99,777

 

(15,300)

 

-

 

1,415,342

Machinery and equipment

11


3,530,184

 

143,782

 

 

99,603

 

(16,382)

 

1,183

 

3,758,370

Automotive fuel/lubricant distribution equipment and facilities

14


3,361,637

 

80,317

 

 

70,966

 

(327,319)

 

13,825

 

3,199,426

LPG tanks and bottles

8


1,006,398

 

116,503

 

 

-

 

(37,114)

 

-

 

1,085,787

Vehicles

8


371,434

 

111,735

 

 

(29,884)

 

(62,657)

 

5,257

 

395,885

Furniture and fixtures

8


212,640

 

12,649

 

 

(154)

 

(3,965)

 

402

 

221,572

IT equipment

5


318,721

 

12,259

 

 

(5,950)

 

(3,780)

 

-

 

321,250

Construction in progress

-


783,496

 

1,022,967

 

 

(455,740)

 

(2,831)

 

 

1,347,892

Advances to suppliers

-


32,557

 

19,834

 

 

(6,558)

 

(867)

 

 

44,966

Imports in progress

-


3,107

 

3,127

 

 

(3,106)

 

 

 

3,128

 

 


13,167,320

 

1,582,912

 

 

(76,908)

 

(547,554)

 

22,569

 

14,148,339

Accumulated depreciation:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings


(536,518)

 

 

(54,110)

 

4,126

 

28,014

 

(134)

 

(558,622)

Leasehold improvements


(683,187)

 

 

(75,957)

 

1,798

 

8,430

 

-

 

(748,916)

Machinery and equipment


(2,147,842)

 

 

(208,103)

 

1,776

 

6,612

 

(405)

 

(2,347,962)

Automotive fuel/lubricant distribution equipment and facilities


(2,238,843)

 

 

(164,248)

 

(7,870)

 

289,359

 

(1,082)

 

(2,122,684)

LPG tanks and bottles


(605,298)

 

 

(92,219)

 

-

 

27,449

 

-

 

(670,068)

Vehicles


(181,511)

 

 

(35,066)

 

35,776

 

26,792

 

(613)

 

(154,622)

Furniture and fixtures


(130,117)

 

 

(15,718)

 

642

 

2,784

 

(84)

 

(142,493)

IT equipment


(254,952)

 

 

(22,246)

 

8,136

 

3,387

 

-

 

(265,675)

 

 


(6,778,268)

 

 

(667,667)

 

44,384

 

392,827

 

(2,318)

 

(7,011,042)

Provision for impairment losses

 


(1,471)

 

(21)

 

 

 

161

 

 

(1,331)

Net amount

 


6,387,581

 

1,582,891

 

(667,667)

 

(32,524)

 

(154,566)

 

20,251

 

7,135,966

 

(i) The remaining balance refers to R$ 22,348 transferred to right-of-use assets and R$ 10,176 transferred to intangible assets.

(ii) For further information, see Note 28.


 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024



Weighted average useful life (years)


Balance as of 12/31/2022

 

Additions

 

Depreciation

 

Transfers

 

Write-offs

 

Acquisition of subsidiaries

 

Balance as
of
12/31/2023

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Land

-


619,116

 

1,053

 

 

3,316

 

(16,369)

 

36

 

607,152

Buildings

31


1,532,506

 

27,100

 

 

198,398

 

(111,899)

 

891

 

1,646,996

Leasehold improvements

11


1,169,326

 

30,348

 

 

90,557

 

(12,458)

 

15,225

 

1,292,998

Machinery and equipment

11


3,186,759

 

111,726

 

 

133,554

 

(14,634)

 

112,779

 

3,530,184

Automotive fuel/lubricant distribution equipment and facilities

13


3,213,123

 

86,714

 

 

143,010

 

(92,744)

 

11,534

 

3,361,637

LPG tanks and bottles

8


920,287

 

129,567

 

 

431

 

(43,887)

 

-

 

1,006,398

Vehicles

8


325,094

 

24,661

 

 

1,351

 

(9,473)

 

29,801

 

371,434

Furniture and fixtures

9


201,708

 

12,326

 

 

1,649

 

(4,547)

 

1,504

 

212,640

IT equipment

5


303,023

 

19,787

 

 

4,516

 

(10,750)

 

2,145

 

318,721

Construction in progress

-


694,726

 

650,828

 

 

(567,114)

 

 

5,056

 

783,496

Advances to suppliers

-


18,139

 

20,501

 

 

(6,263)

 

 

180

 

32,557

Imports in progress

-


902

 

2,205

 

 

 

 

 

 

3,107

 

 


12,184,709

 

1,116,816

 

 

3,405

 

(316,761)

 

179,151

 

13,167,320

Accumulated depreciation:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 


(591,812)

 

 

(46,187)

 

 

101,919

 

(438)

 

(536,518)

Leasehold improvements

 


(618,256)

 

 

(71,139)

 

 

8,858

 

(2,650)

 

(683,187)

Machinery and equipment

 


(1,926,954)

 

 

(194,666)

 

 

13,499

 

(39,721)

 

(2,147,842)

Automotive fuel/lubricant distribution equipment and facilities

 


(2,113,657)

 

 

(181,233)

 

 

60,982

 

(4,935)

 

(2,238,843)

LPG tanks and bottles

 


(557,260)

 

 

(83,777)

 

 

35,739

 

-

 

(605,298)

Vehicles

 


(154,177)

 

 

(29,483)

 

 

5,608

 

(3,459)

 

(181,511)

Furniture and fixtures

 


(118,438)

 

 

(14,032)

 

 

 

3,052

 

(699)

 

(130,117)

IT equipment

 


(239,978)

 

 

(23,721)

 

 

 

10,058

 

(1,311)

 

(254,952)

 

 


(6,320,532)

 

 

(644,238)

 

 

239,715

 

(53,213)

 

(6,778,268)

Provision for impairment losses

 


(1,764)

 

(89)

 

 

 

382

 

 

(1,471)

Net amount

 


5,862,413

 

1,116,727

 

(644,238)

 

3,405

 

(76,664)

 

125,938

 

6,387,581

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations and distribution bases.

 

Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.



Accounting policy


Intangible assets include assets acquired by the Company and its subsidiaries from third parties, and are recognized according to the criteria below:

 

•              Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested for impairment annually or more frequently when there is indication that the goodwill might be impaired. Goodwill is allocated to the cash generating units, which represent the lowest level at which goodwill is monitored for impairment testing purposes.

 

•              Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the amount paid on acquisition and amortized using the straight-line method, according to their useful lives, and are reviewed annually.

 

•              The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being prescribed according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy. The obligation is recorded under a specific line item of the statement of financial position and is measured according to the target established by the ANP, through the average acquisition cost of credits acquired or the fair value of credits traded on B3 on the closing date for the credits to be acquired.


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life.


 

Weighted average useful life (years)


Balance as of 12/31/2023

 

Additions

 

Amortization

 

Transfers (i)

 

Write-offs

 

Foreign exchange variations

 

Acquisition of subsidiaries (ii)

 

Balance as of 12/31/2024

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

-


943,125

 

 

-

 

(115)

 

-

 

 

39,349

 

982,359

Software (b)

5


1,503,601

 

226,098

 

 

(18,475)

 

(3,969)

 

108

 

282

 

1,707,645

Distribution rights

14


155,174

 

20,101

 

 

1,412

 

-

 

 

 

176,687

Brands (c)

-


62,303

 

 

 

(948)

 

 

 

11

 

61,366

Trademark rights (c)

30


120,960

 

41

 

 

 

 

 

 

121,001

Others

3


15,127

 

224

 

 

(4,211)

 

(529)

 

 

 

10,611

Decarbonization credits (CBIO)

-


710,710

 

713,453

 

 

(389)

 

(1,423,452)

 

 

 

322

 

 


3,511,000

 

959,917

 

-

 

(22,726)

 

(1,427,950)

 

108

 

39,642

 

3,059,991

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 


(826,773)

 

 

(222,487)

 

32,886

 

2,756

 

 

-

 

(1,013,618)

Distribution rights

 


(106,145)

 

 

(4,860)

 

16

 

170

 

 

 

(110,819)

Trademark rights

 


(18,931)

 

 

(4,389)

 

 

323

 

 

 

(22,997)

Others

 


(5,234)

 

 

(301)

 

-

 

1,308

 

 

 

(4,227)

 

 


(957,083)

 

 

(232,037)

 

32,902

 

4,557

 

 

-

 

(1,151,661)

Net amount

 


2,553,917

 

959,917

 

(232,037)

 

10,176

 

(1,423,393)

 

108

 

39,642

 

1,908,330

 

(i) Refers to R$ 10,176 transferred from property, plant and equipment.

(ii) For further information, see Note 28.

 

 

Weighted average useful life (years)


Balance as of 12/31/2022

 

Additions

 

Amortization

 

Transfers

 

Write-offs

 

Foreign exchange variations

 

Acquisition of subsidiaries

 

Balance as of 12/31/2023

Cost:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (a)

-


917,775

 

-

 

 

 

-

 

 

25,350

 

943,125

Software (b)

5


1,299,088

 

273,310

 

 

1,086

 

(79,909)

 

 

10,026

 

1,503,601

Distribution rights

15


114,593

 

1,357

 

 

 

-

 

 

39,224

 

155,174

Brands (c)

-


65,647

 

-

 

 

 

-

 

(3,344)

 

 

62,303

Trademark rights (c)

30


114,792

 

25

 

 

 

-

 

 

6,143

 

120,960

Others

3


177

 

 

 

 

(3)

 

 

14,953

 

15,127

Decarbonization credits (CBIO)

-


232,305

 

778,885

 

 

 

(300,480)

 

 

 

710,710

 

 


2,744,377

 

1,053,577

 

 

1,086

 

(380,392)

 

(3,344)

 

95,696

 

3,511,000

Accumulated amortization:

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 


(708,659)

 

 

(192,976)

 

 

79,720

 

 

(4,858)

 

(826,773)

Distribution rights

 


(102,037)

 

 

(2,956)

 

 

 

 

(1,152)

 

(106,145)

Trademark rights

 


(14,930)

 

 

(3,889)

 

 

 

 

(112)

 

(18,931)

Others

 


(402)

 

 

(4,835)

 

 

3

 

 

 

(5,234)

 

 


(826,028)

 

 

(204,656)

 

 

79,723

 

 

(6,122)

 

(957,083)

Net amount

 


1,918,349

 

1,053,577

 

(204,656)

 

1,086

 

(300,669)

 

(3,344)

 

89,574

 

2,553,917


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


a. Goodwill

 

 

Segment


12/31/2024

 

12/31/2023

Goodwill on the acquisition of:

 


 

 

 

Ipiranga (i)

Ipiranga


276,724

 

276,724

União Terminais

Ultracargo


211,089

 

211,089

Texaco

Ipiranga


177,759

 

177,759

Stella

Ultragaz


103,051

 

103,051

Iconic (CBLSA)

Ipiranga


69,807

 

69,807

WTZ (28.b)

Ultragaz


52,038

 

Temmar

Ultracargo


43,781

 

43,781

DNP

Ipiranga


24,736

 

24,736

Repsol

Ultragaz


13,403

 

13,403

Neogás

Ultragaz


7,761

 

7,761

Serra Diesel

Ultrapar


1,413

 

14,217

TEAS

Ultracargo


797

 

797

 

 


982,359

 

943,125

 

(i) Including R$ 246,163 presented as goodwill at the Parent.

 

As of December 31, 2024, the Company assessed the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections of future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the future economic conditions. The main key assumptions used by the Company to calculate the value in use are described below.

 

Period of evaluation: period of five years, after which the Company calculates the perpetuity, considering the possibility of carrying the business on indefinitely.

 

Discount rate and actual growth rate: the discount and real growth rates used to extrapolate the projections at December 31, 2024 ranged from 10.3 % to 11.7% and -0.5% to 0.5% p.a., respectively, depending on the acquisition analyzed.

 

Revenue from sales and services, costs and expenses, and gross margin: considers the budget prepared for 2025 and the long-term strategic plan prepared by management and presented to the Board of Directors.

 

Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.

 

b. Software

 

Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also includes expenses related to software in progress in the amount of R$ 84,421 as of December 31, 2024 (R$ 11,200 as of December 31, 2023).

 

c. Brands and trademarks rights

 

Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and the NEOgás brand, acquired in the business combination, and Chevron and Texaco trademarks rights.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

Accounting policy

 

Financial liabilities are initially recognized at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost or at fair value through profit or loss and updated using the effective interest rate and including charges.  The financial liabilities at fair value through profit or loss refer to derivative financial instruments and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 26.g.1). Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of income over the period of the borrowings using the effective interest rate method. Fees paid on the contracting of loans are recognized as transaction costs and amortized taking into account the term of the loan, using the effective interest rate method.

 

a. Breakdown

 

 

 

 


 


 


 

 

Consolidated

Description

 

Index/Currency


Weighted average financial charges 2024 (p.a.)


Weighted average hedging instruments


Maturity

 

12/31/2024

 

12/31/2023

Foreign currency:

 

 


 


 


 

 

 

 

 

Notes in the foreign market

 

USD


5.25%


139.0% of DI**


2026 to 2029

 

4,710,980

 

3,694,339

Foreign loan

 

JPY


1.31%


109.4% of DI


2025

 

501,524

 

439,852

Foreign loan

 

EUR


4.39%


109.2% of DI


2025

 

778,147

 

126,171

Foreign loan

 

USD


4.57%


105.9% of DI


2025

 

691,006

 

1,018,429

Total in foreign currency

 

 


 


 


 

 

6,681,657

 

5,278,791

 

 

 


 


 


 

 

 

 

 

Brazilian Reais:

 

 


 


 


 

 

 

 

 

Debentures – CRA

 

IPCA


5.30%


103.1% of DI


2025 to 2032

 

2,456,111

 

3,434,287

CCB

 

CDI


107.0%


n/a


2025 to 2026

 

1,464,624

 

552,407

Debentures - Ultragaz

 

CDI +


0.74%


n/a


2027 to 2029

 

731,667

 

Debentures – Ultracargo

 

IPCA


4.11%


111.4% of DI


2028

 

534,706

 

556,677

Debentures – CRA

 

Fixed rate


11.17%


104.3% of DI


2027

 

477,827

 

539,914

CDCA

 

CDI


0.92%


n/a


2027

 

534,374

 

Debentures – CRA

 

CDI


0.70%


n/a


2027

 

490,971

 

488,269

CDCA

 

CDI


108.7%


n/a


2025 to 2027

 

293,374

 

201,848

Constitutional Fund

 

IPCA


2.93%


69.5% of DI


2028 to 2041

 

114,472

 

Debentures – Ultracargo

 

IPCA


6.28%


n/a


2032 to 2034

 

80,048

 

FINEP

 

TJLP


1.00%


n/a


2025 to 2026

 

679

 

1,264

Debentures – Ultracargo

 

R$


6.47%


99.9% of DI


2024

 

 

87,826

Total in Brazilian Reais

 

 


 


 


 

 

7,178,853

 

5,862,492

Total in foreign currency and Brazilian Reais

 

 


 


 


 

 

13,860,510

 

11,141,283

Derivative financial instruments (*)

 

 


 


 


 

 

441,600

 

626,734

Total

 

 


 


 


 

 

14,302,110

 

11,768,017

Current

 

 


 


 


 

 

3,552,760

 

1,993,254

1 to 2 years

 

 


 


 


 

 

3,261,425

 

1,879,412

2 to 3 years

 

 


 


 


 

 

1,611,526

 

2,243,967

3 to 4 years

 

 


 


 


 

 

2,062,967

 

1,023,820

4 to 5 years

 

 


 


 


 

 

2,437,398

 

1,691,595

More than 5 years

 

 


 


 


 

 

1,376,034

 

2,935,969

Non-current

 

 


 


 


 

 

10,749,350

 

9,774,763


(*) Accumulated losses (see Note 26.f).
(**) Considers a protection instrument for a notional amount of US$ 300 million. Does not include the result of financial investments in dollars used as a natural hedge to the amount without protection instrument.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The changes in loans, financing, debentures and derivative financial instruments are shown below:


 

 

Parent


Consolidated

Balance as of December 31, 2022

 

1,800,213


11,750,361

New loans

 


2,903,031

Interest accrued

 

42,968


761,052

Principal payment

 

(1,725,000)


(3,149,525)

Interest payment

 

(118,181)


(742,724)

Monetary variations and foreign exchange variations

 


(319,488)

Change in fair value

 


351,560

Hedge result

 


102,422

Balance of acquired company (see Note 28)

 


111,328

Balance as of December 31, 2023

 


11,768,017

New loans

 


4,179,974

Interest accrued

 


846,329

Principal payment

 


(2,718,953)

Interest payment

 


(798,653)

Monetary variations and foreign exchange variations

 


1,675,583

Change in fair value

 


(465,053)

Hedge result

 


(185,134)

Balance as of December 31, 2024

 


14,302,110

 

The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of December 31, 2024, the amount recognized in profit or loss was R$ 18,928 (R$ 19,626 as of December 31, 2023). The balance to be recognized in the next years is R$ 69,914 (R$ 84,516 as of December 31, 2023).126

b. Guarantees

 

As of December 31, 2024, there was R$ 114,472 in financing that had real guarantees. There was also R$ 13,586,936 (R$ 10,966,890 as of December 31, 2023) in financing without real guarantees with sureties or promissory notes.

 

The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 97,947 as of December 31, 2024 (R$ 103,600 as of December 31, 2023).

 

Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$ 219,700 (R$ 397,152 as of December 31, 2023). If subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2024, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


c. Relevant operations contracted in the yer

 

The main operations contracted in the year are shown below:

 

Description

Index/ Currency

 

Financial charges

 

Hedging instruments

 

Issuance date

 

Maturity

 

Principal

 

Principal in R$

Remuneration payment

Nominal amount payment

Company

CDCA

%DI

 

108.00%

 

N/A

 

Jan/24

 

Jan/25

 

R$ 80,000

 

R$ 80,000

Quarterly

At final maturity

Ipiranga

4131

EUR

 

4.33%

 

111.9% of DI

 

Jan/24

 

Jan/25

 

EUR 23,500

 

R$ 126,195

Semiannually

At final maturity

Iconic

CCB

%DI

 

108.37%

 

N/A

 

Mar/24

 

Mar/25

 

R$ 500,000

 

R$ 500,000

Annually

At final maturity

Ipiranga

4131

EUR

 

4.43%

 

108.5% of DI

 

Mar/24

 

Mar/25

 

EUR 46,040

 

R$ 247,099

At final maturity

At final maturity

Ipiranga

4131

JPY

 

1.32%

 

108.9% of DI

 

Mar/24

 

Aug/24

 

JPY 3,760,000

 

R$ 123,742

At final maturity

At final maturity

Ultracargo Logística

4131

EUR

 

4.38%

 

108.5% of DI

 

Mar/24

 

Mar/25

 

EUR 45,977

 

R$ 246,897

At final maturity

At final maturity

Ultracargo Logística

CCB

%DI

 

108.37%

 

N/A

 

Apr/24

 

Apr/26

 

R$ 500,000

 

R$ 500,000

Annually

At final maturity

Ipiranga

4131

USD

 

6.11%

 

112.4% of DI

 

Apr/24

 

Apr/25

 

USD 9,728

 

R$ 48,601

Semiannually

At final maturity

Iconic

CDCA

DI +

 

0.92%

 

N/A

 

May/24

 

Apr/27

 

R$ 500,000

 

R$ 500,000

Annually

At final maturity

Ipiranga

4131

JPY

 

1.44%

 

108.1% of DI

 

May/24

 

Oct/24

 

JPY 7,530,077

 

R$ 258,500

At final maturity

At final maturity

Ultracargo Logística

CDCA

%DI

 

109.00%

 

N/A

 

Jun/24

 

Apr/27

 

R$ 200,000

 

R$ 200,000

Quarterly

2026 and 2027

Ipiranga

Debentures

CDI

 

0.65%

 

N/A

 

Jul/24

 

Jul/27

 

R$ 455,000

 

R$ 455,000

Semiannually

At final maturity

Cia Ultragaz

Debentures

CDI

 

0.90%

 

N/A

 

Jul/24

 

Jul/29

 

R$ 245,000

 

R$ 245,000

Semiannually

At final maturity

Cia Ultragaz

Debentures

IPCA

 

6.28%

 

N/A

 

Aug/24

 

Jun/34

 

R$ 80,000

 

R$ 80,000

Semiannually

At final maturity

Ultracargo Logística

4131

SOFR

 

1.29%

 

112.5% of DI

 

Sept/24

 

Sept/25

 

USD 4,535

 

R$ 25,000

Quarterly

At final maturity

Serra Diesel

CCB

%DI

 

103.00%

 

N/A

 

Nov/24

 

Nov/25

 

R$ 370,000

 

R$ 370,000

At final maturity

At final maturity

Iconic

FNE

IPCA

 

2.93%

 

69.5% of DI

 

Dec/24

 

Nov/41

 

R$ 151,464

 

R$ 151,464

Monthly with grace period

2028 to 2041

Ultracargo Logística



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


d. Debentures

 

Refers to funds raised by Company and its subsidiaries used, substantially, on the ordinary course of its business.

 

Issuance date

Nature

 

Company

 

Issuing company

 

Issuance

 

Series

 

Maturity

 

Principal

Original remuneration

Hedge instrument/swap

Remuneration payment

Nominal amount payment

Apr/17

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Eco Consult - ConsultoriaOper. Financ. Agropecuárias Ltda.

 

5th

 

2nd

 

Apr/24

 

352,361

IPCA + 4.68%

93.9% of DI

Annually

At maturity

Oct/17

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

7th

 

2nd

 

Oct/24

 

213,693

IPCA + 4.34%

97.3% of DI

Annually

At final maturity

Dec/18

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

8th

 

2nd

 

Dec/25

 

240,000

IPCA + 4.61%

97.1% of DI

Annually

At final maturity

Nov/19

Debentures

 

Ultracargo Logistica S.A.

 

-

 

1st

 

Single

 

Nov/24

 

90,000

6.47%

99.94% of DI

Semiannually

At final maturity

Mar/21

Debentures

 

Ultracargo Soluções Logísticas S.A.

 

-

 

1st

 

Single

 

Mar/28

 

360,000

IPCA + 4.04%

111.4% of DI

Semiannually

At final maturity

Mar/21

Debentures

 

Ultracargo Logistica S.A.

 

-

 

2nd

 

Single

 

Mar/28

 

100,000

IPCA + 4.37%

111.4% of DI

Semiannually

At final maturity

Sept/21

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

10th

 

Single

 

Sept/28

 

960,000

IPCA + 4.8287%

102.75% of DI

Semiannually

At final maturity

Jun/22

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

11th

 

Single

 

Jun/32

 

1,000,000

IPCA + 6.0053%

104.8% of DI

Semiannually

Annual from the 8th year

Jun/23

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

12th

 

1st

 

Jun/27

 

325,791

11.17% p.a.

105.1% of DI

Quarterly

At final maturity

Jun/23

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

12th

 

2nd

 

Jun/27

 

292,209

DI + 0.70% p.a.

-

Quarterly

At final maturity

Jul/23

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

13th

 

1st

 

Jul/27

 

200,000

11.17% p.a.

102.9% of DI

Quarterly

At final maturity

Jul/23

CRA

 

Ipiranga Prod. De Petróleo S.A.

 

Vert Companhia Securitizadora

 

13th

 

2nd

 

Jul/27

 

200,000

DI + 0.70% p.a.

-

Quarterly

At final maturity

Jul/24

Debentures

 

Companhia Ultragaz S.A.

 

-

 

2nd

 

1st

 

Jul/27

 

455,000

DI + 0.65% p.a.

-

Semiannually

At final maturity

Jul/24

Debentures

 

Companhia Ultragaz S.A.

 

-

 

2nd

 

2nd

 

Jul/29

 

245,000

DI + 0.90% p.a.

-

Semiannually

At final maturity

Aug/24

Debentures

 

Ultracargo Logistica S.A.

 

-

 

3rd

 

Single

 

Jul/34

 

80,000

IPCA + 6.28%

-

Semiannually

At final maturity

 

The Company and its subsidiaries contracted hedging instruments for variations of the respective indexes. The hedging instruments were designated as fair value hedges, therefore, debentures and hedging instruments are both presented at fair value from inception, with changes in fair value recognized in profit or loss. The debentures, loans and financing do not have financial covenants.126



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


 

a. Trade payables

 

 

12/31/2024

 

12/31/2023

Domestic suppliers

2,558,813

 

2,907,042

Trade payables - domestic related parties (see Note 8.b)

23,432

 

82,843

Foreign suppliers

776,052

 

1,628,177

Trade payables - foreign related parties (see Note 8.b) 

160,088

 

64,609

 

3,518,385

 

4,682,671

 

b. Trade payables - reverse factoring

 

Accounting policy

 

Trade payables - reverse factoring: These operations consist of the advance receipt of amounts by the supplier from financial institutions before their due date in order to provide to suppliers the opportunity to manage their receivables more effectively.

 

The assignment of receivables does not result in any costs or fees with the financial institutions for the Company's subsidiaries, nor in the granting of guarantees of any type to these financial institutions. The decision to join this type of transaction is solely and exclusively of the supplier.

 

The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. Therefore, the amounts payable to financial institutions for these transactions are presented in the line item of suppliers.


As of December 31, 2024, to accurately reflect the essence of commercial transactions, the balance reverse factoring transactions for which suppliers have already received payments was R$ 1,014,504 (R$ 1,039,366 as of December 31, 2023). The average payment term, in days, of suppliers that have joined the reverse factoring transactions and comparable suppliers is presented below:

 

 

Consolidated

 

Reverse factoring


Comparable suppliers1

Average payment term

12


8

 

1 Comparable suppliers are those that have not adhered to reverse financing agreements, considering specific characteristics of payment conditions.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


17. Employee benefits and private pension plan (Consolidated)          

 

Accounting policy

 

The Company and its subsidiaries offer their employees a private pension plan of the defined contribution type and other benefits related to seniority bonus, payment of Government Severance Indemnity Fund for Employees (“FGTS”), health and dental care, and life insurance plans for eligible retirees. Annual actuarial studies, with the exception of the private pension plan, are prepared by an independent professional and reviewed by Management. The respective impacts are recognized in accordance with the projected unit credit method. The actuarial gains and losses are recognized in equity under “Accumulated other comprehensive income”.

 

a. ULTRAPREV - Associação de Previdência Complementar

 

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.

 

In the year ended December 31, 2024, the Company and its subsidiaries contributed R$ 22,482 to Ultraprev (R$ 22,482 in the year ended December 31, 2023).

 

The balance of R$ 4,454 as of December 31, 2024 (R$ 18,271 as of December 31, 2023) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 18 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from contributions of each sponsor.

 

The total number of participating employees as of December 31, 2024 is 3,801 active participants and 297 retired participants (4,053 active participants and 298 retired participants as of December 31, 2023). In addition, Ultraprev had 21 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 

b. Post-employment benefits (Consolidated)

 

Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.

 

The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of December 31, 2024.

 

 

12/31/2024

 

12/31/2023

Health and dental care plan (1)

177,958

 

211,279

Indemnification of FGTS

32,420

 

38,456

Seniority bonus

1,795

 

2,026

Life insurance (2)

10,703

 

13,062

Total

222,876

 

264,823

Current

24,098

 

23,612

Non-current

198,778

 

241,211

 

(1)     Applicable to Ipiranga, Tropical (merged by Ipiranga) and Iconic.

(2)     Applicable to Ipiranga, Tropical (merged by Ipiranga), Ultragaz and Ultrapar.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Changes in the present value of the post-employment benefit obligation occurred as follows:

 

 

12/31/2024

 

12/31/2023

Opening balance

264,823

 

215,556

Expense for the year

27,077

 

17,521

Update/change of benefit

(10,094)

 

-

Actuarial (gains) losses from changes in actuarial assumptions

(41,727)

 

52,099

Benefits paid directly by the Company and its subsidiaries

(17,203)

 

(20,353)

Closing balance

222,876

 

264,823

 

The total expense for each year is presented below:

 

 

12/31/2024

 

12/31/2023

Health and dental care plan

20,420

 

11,182

Indemnification of FGTS

5,290

 

4,909

Seniority bonus

254

 

286

Life insurance

1,113

 

1,144

Total

27,077

 

17,521

 

The main actuarial assumptions used are:

 

Economic factors

12/31/2024

 

12/31/2023

 

% p.a.

 

% p.a.

Discount rate for the actuarial obligation at present value – Indemnification of FGTS

11.97

 

9.41

Discount rate for the actuarial obligation at present value – Bonus

11.82

 

9.41

Average discount rate for the actuarial obligation at present value – Medical services

11.07

 

9.53

Discount rate for the actuarial obligation at present value – Life insurance

11.82

 

9.41

Average projected salary growth rate – FGTS indemnity

6.80

 

6.83

Average projected bonus growth rate

7.33

 

7.33

Inflation rate (long term)

3.5

 

3.5

Medical services growth rate

7.64

 

7.64

 

Demographic factors

 

Mortality Table for the life insurance benefit - CSO-80

Mortality Table for other benefits – AT 2000 Basic decreased by 10%

Disability Mortality Table - RRB 1983 and RRB-1944

Disability Table – Weak light

Sensitivity analysis

 

The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, salary growth and medical costs increases. The sensitivity analyses as of December 31, 2024, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Assumption

Change in assumptions

 

Decrease in liability

 

Change in assumptions

Increase in liability

Discount rate

increase by 1.0 p.p.

 

19,736

 

decrease by 1.0 p.p.

23,953

Salary growth rate

decrease by 1.0 p.p.

 

284

 

increase by 1.0 p.p.

304

Medical services growth rate

decrease by 1.0 p.p.

 

18,385

 

increase by 1.0 p.p.

22,185

 

The sensitivity analyses presented may not represent the real change in the post-employment benefit obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.

 

Inherent risks related to post-employment benefits

 

Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.

 

Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.

 

Medical costs growth risk: the present value of the liability is calculated using as a reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.


 

Accounting policy

 

A provision for tax, civil and labor risks is recognized when there is a present obligation as a result of a past event, it is probable that a disbursement will be required to settle the obligation, and the amount can be reliably estimated, based on the opinion of management and internal and external legal advisors, and the amounts are recognized based on estimates of the outcomes of the legal proceedings. The provision is recorded as an expense for the year. The update of this obligation is made according to the development of the legal proceeding or financial charges incurred and may be reversed if the loss estimate is no longer considered probable due to changes in circumstances, or when the obligation is settled. Contingent assets are disclosed when the associated economic benefits are probable and are only recognized in the financial statements in the period in which their realization is considered certain and their amount can be reliably measured.

 

a. Provisions for tax, civil and labor risks

 

The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Provisions

Balance as
of 12/31/2023

 

Additions

 

Reversals (1)

 

Payments/

write-offs

 

Interest

 

Balance as
of 12/31/2024

 

 

 

 

 

 

 

 

 

 

 

 

IRPJ and CSLL (a.1)

636,167

 

949

 

(15,124)

 

(610,534)

 

21,488

 

32,946

Tax

107,172

 

41,474

 

(72,427)

 

(10,002)

 

867

 

67,082

Civil, environmental and regulatory claims

150,258

 

66,215

 

(19,002)

 

(35,519)

 

20

 

161,972

Provision for indemnities (a.2)

203,780

 

19,519

 

(6,081)

 

(12,959)

 

2,549

 

206,808

Labor

59,144

 

18,468

 

(16,447)

 

(7,764)

 

768

 

54,169

Others

147,609

 

7,564

 

(15,148)

 

(6,684)

 

2,040

 

135,383

Total

1,304,130

 

154,189

 

(144,229)

 

(683,462)

 

27,732

 

658,360

Current

45,828

 

 

 

 

 

 

 

 

 

47,788

Non-current

1,258,302

 

 

 

 

 

 

 

 

 

610,572

 

(1) Of this amount, MR$ 28,612 corresponds to the reversals of updates.


Provisions

Balance as of 12/31/2022

 

Additions

 

Reversals

 

Payments

 

Interest

 

Acquisition of subsidiary

 

Balance as of 12/31/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRPJ and CSLL (a.1)

559,217

 

14,597

 

(6,717)

 

 

69,070

 

 

636,167

Tax

68,434

 

46,743

 

(21,148)

 

(14,747)

 

27,101

 

789

 

107,172

Civil, environmental and regulatory claims

93,416

 

124,857

 

(29,402)

 

(39,071)

 

 

458

 

150,258

Labor litigation

73,172

 

27,333

 

(27,308)

 

(16,310)

 

2,257

 

 

59,144

Provision for indemnities (a.2)

150,820

 

32,691

 

(7,969)

 

 

28,238

 

 

203,780

Others

95,113

 

47,329

 

(8,031)

 

 

13,198

 

 

147,609

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

1,040,172

 

293,550

 

(100,575)

 

(70,128)

 

139,864

 

1,247

 

1,304,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

22,837

 

 

 

 

 

 

 

 

 

 

 

45,828

Non-current

1,017,335

 

 

 

 

 

 

 

 

 

 

 

1,258,302


Balances of escrow deposits by nature are as follows:

 

 

12/31/2024

 

12/31/2023

Tax (a.1)

306,593

 

856,830

Labor

24,070

 

37,715

Civil and others

115,413

 

138,172

 

446,076

 

1,032,717

 

In the year ended December 31, 2024, the monetary variation on escrow deposits amounted to R$ 45,336 (R$ 62,217 as of December 31, 2023), recorded with a corresponding entry to financial income in profit or loss.

 

a.1 Provision for tax matters

 

On October 7, 2005, subsidiaries Ultragaz and Bahiana filed a writ of mandamus, in which a preliminary injunction was granted, later confirmed in a favorable lower court ruling on May 16, 2008. The decision authorized the offsetting of PIS and COFINS credits on the acquisition of LPG against  debts from other federal taxes, and required them to make escrow deposits until the outcome of the litigation. On July 18, 2014, after an appellate court unfavorable decision, aligned with the STJ case law (Case 1.093), the subsidiaries suspended the escrow deposits and resumed the payment of the taxes. On October 21, 2024, with the withdrawal of the proceeding and a final and unappealable decision,  the provision relating to this thesis was reverted and the escrow deposits, in the amount of R$ 621,009, were fully drawn down by the Federal Government, with no impact on profit or loss.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


a.2 Provision for indemnities

 

On April 1, 2022, Ultrapar concluded the sale of Oxiteno, assuming the responsibility for losses resulting from acts that occurred prior to the closing of the transaction, pursuant to the purchase and sale agreement. The total provision recorded for the reimbursement to Indorama, in the event the losses materialize, is R$ 174,408 (R$ 168,567 as of December 31, 2023), of which R$ 95,274 (R$ 92,823 as of December 31, 2023) for labor claims, R$ 26,074 (R$ 17,584 as of December 31, 2023) for civil claims and R$ 53,060 (R$ 58,160 as of December 31, 2023) for tax claims.

 

On August 1, 2022, Ultrapar also concluded the sale of Extrafarma with subsidiary Ipiranga assuming the responsibility for losses prior to the closing of the transaction. Thus, a provision for the reimbursement to Pague Menos was recorded, in the event the losses materialize, totaling R$ 32,400 as of December 31, 2024 (R$ 35,074 as of December 31, 2023) referring to the provision for indemnity, of which R$ 12,074 (R$ 16,259 as of December 31, 2023) for labor claims, R$ 7,007 (R$ 6,420 as of December 31, 2023) for civil claims and R$ 13,319 (R$ 12,395 as of December 31, 2023) for tax claims.


b. Contingent liabilities (possible)

 

The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the analysis and opinion of their external legal advisors. Based on these assessments, no provision for these contingencies was recorded in the financial statements.

 

Contingent liabilities (possible)

12/31/2024

 

12/31/2023

Tax (b.1)

4,176,046

 

3,148,224

Civil (b.2)

815,203

 

624,653

Labor

293,938

 

240,515

 

5,285,187

 

4,013,392

 

b.1 Contingent tax liabilities

 

The Company and its subsidiaries are also parties to administrative and judicial proceedings involving IRPJ, CSLL, PIS and COFINS, substantially involving denials of offset claims and credit disallowance which total R$ 2,049,421 in December 31, 2024 (R$ 1,394,010 as of December 31, 2023), mainly represented by a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on the acquisition of investments, in the amount of R$ 266,619 as of December 31, 2024 (R$ 251,789 as of December 31, 2023).

 

Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to ICMS totaling R$ 1,357,445 as of December 31, 2024 (R$ 1,380,424 as of December 31, 2023). The main proceedings include: i) credits considered undue in the amount of R$ 94,640 as of December 31, 2024 (R$ 149,061 as of December 31, 2023), ii) alleged non-payment in the amount of R$ 154,914 as of December 31, 2024 (R$ 196,693 as of December 31, 2023); iii) conditioned fruition of tax incentive in the amount of R$ 191,549 as of December 31, 2024 (R$ 193,912 as of December 31, 2023); iv) inventory differences in the amount of R$ 279,448 as of December 31, 2024 (R$ 282,254 as of December 31, 2023); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 223,691 as of December 31, 2024 (R$ 271,518 as of December 31, 2023).

 

In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity. The amount of this contingency is R$ 194,508 as of December 31, 2024 (R$ 185,388 as of December 31, 2023).

 

b.2 Contingent civil liabilities

 

Most of the proceedings against Ultragaz totaling R$ 187,460 as of December 31, 2024 (R$ 113,756 as of December 31, 2023) were filed by resellers seeking indemnity, nullity and termination of distribution agreements.

 

c. Lubricants operation between Ipiranga and Chevron

The provisions of shareholder Chevron’s liability amount to R$ 36,146 (R$ 29,022 as of December 31, 2023), for which an indemnity asset was recorded, referring mainly to: i) R$ 32,380 (R$ 25,777 as of December 31, 2023) in ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; ii) R$ 3,545 (R$ 3,020 as of December 31, 2023) in labor claims.

Additionally, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized, with a current balance of R$ 89,952 as of December 31, 2024 (R$ 95,905 as of December 31, 2023). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.

 

On February 15, 2023, August 9, 2023, February 28, 2024 and August 7, 2024, the Board of Directors confirmed the issuance of 31,211, 8,199, 191,778 and 35,235, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.

 

As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 775,291 shares linked to the subscription warrants – indemnification were canceled and not issued. As of December 31, 2024, R$ 31,657 was recorded as financial income (financial expenses of R$ 45,084 as of December 31, 2023) due to the update of subscription warrants, and 3,006,641 shares linked to subscription warrants – indemnification remain retained which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 47,745 (R$ 87,299 as of December 31, 2023).

 

 

a. Share capital

 

As of December 31, 2024, the subscribed and paid-up capital consists of 1,115,439,503 common shares with no par value (1,115,212,490 as of December 31, 2023), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

 

On April 19, 2023 the Ordinary General Shareholders’ Meeting approved the increase in the Company's capital in the total amount of R$ 1,450,000, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments, of R$ 567,425, and amounts recorded in the legal reserve, of R$ 882,575.

 

The price of the outstanding shares on B3 as of December 31, 2024 was R$ 15.88 (R$ 26.51 as of December 31, 2023).

 

As of December 31, 2024, there were 65,757,889 common shares outstanding abroad in the form of ADRs (52,197,033 shares as of December 31, 2023).



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


b. Equity instrument granted

 

The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of December 31, 2024, the balance of treasury shares granted with right of use was 14,083,439 common shares (9,515,384 as of December 31, 2023).

 

c. Treasury shares

 

The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.

 

On November 28, 2024, the Company's Board of Directors approved a buyback program of shares issued by the Company, effective for twelve months starting on December 2, 2024 and limited to a maximum of 25,000,000 common shares. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share.

 

As of December 31, 2024, the balance was R$ 596,400 (R$ 470,510 as of December 31, 2023) and 19,283,471 common shares (16,195,439 as of December 31, 2023) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 17.87 per share.

 

 

 

12/31/2024

Balance of unrestricted shares held in treasury

 

19,283,471

Balance of treasury shares granted with right of use (see Note 20.b)

 

14,083,439

Total balance of treasury shares as of December 31, 2024

 

33,366,910

 

d. Capital reserve

 

The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 15, 2023, August 9, 2023, February 28, 2024 and August 7, 2024, there was an increase in the reserve in the amounts of R$ 411, R$ 149, R$ 5,631 and R$ 821, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


e. Revaluation reserve

 

The revaluation reserve, recognized prior to the adoption of the international accounting standards (CPC / IFRS Accounting Standards) instituted by Law 11,638/07 (“Brazilian Corporate Law”), reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.


f. Profit reserves

 

f.1 Legal reserve

 

Under Brazilian Corporate Law the Company is required to allocate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of share capital. As of December 31, 2024, the legal reserve totaled R$ 240,127 (R$ 121,990 as of December 31, 2023). This reserve may be used to increase capital or to absorb losses but may not be distributed as dividends.

 

f.2 Investments statutory reserve

 

In compliance with Article 194 of the Brazilian Corporate Law and Article 54 of the Bylaws, this reserve is aimed to protect the integrity of the Company’s assets and to supplement its share capital, in order to allow new investments to be made. As provided for in its bylaws, the Company may allocate up to 75% of the annual net income, after deducting the legal reserve, to the investments reserve, up to the limit of 100% of the share capital.

 

The investments reserve is free of distribution restrictions and totaled R$ 7,746,973 as of December 31, 2024 (R$ 6,267,569 as of December 31, 2023).

 

g. Accumulated other comprehensive income


(i) Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “Accumulated other comprehensive income”. Gains and losses are reclassified to initial cost of non-financial assets recognized in the statement of income at the moment of paid-off of the hedge instrument.
(ii)  The variation in exchange rates on assets, liabilities and profit or loss of foreign associates with a functional currency different from the functional currency of the Company and its own management is recognized directly in equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.
(iii) 

Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the heading “Accumulated other comprehensive income”. Gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.

(iv) The Company also recognizes in this line item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders.

 



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


Balance and changes in Accumulated other comprehensive income of the Company are as follows:

 

 

Fair value of cash flow hedging instruments (i)

 

Cumulative translation adjustments (ii)

 

Actuarial gain/(loss) of post-employment benefits (iii)

 

Non-controlling shareholders interest change (iv)

 

Others

 

Total

As of December 31, 2022

 

 

(18,142)

 

197,369

 

747

 

179,974

Changes in fair value of financial instruments

(11,375)

 

 

 

 

284

 

(11,091)

IRPJ and CSLL on fair value

3,691

 

 

 

 

 

3,691

Actuarial gains of own and subsidiaries’ post-employment benefits

 

 

(28,710)

 

 

 

(28,710)

IRPJ and CSLL on actuarial gains

 

 

10,244

 

 

 

10,244

As of December 31, 2023

(7,684)

 

 

(36,608)

 

197,369

 

1,031

 

154,108

Changes in fair value of financial instruments

12,186

 

-

 

 

 

52

 

12,238

IRPJ and CSLL on fair value

(3,691)

 

 

 

 

 

(3,691)

Actuarial gains of own and subsidiaries’ post-employment benefits

 

 

24,587

 

 

 

24,587

IRPJ and CSLL on actuarial gains

 

 

(9,164)

 

 

 

(9,164)

Currency translation adjustment of foreign associates

-

 

36,134

 

-

 

-

 

-

 

36,134

As of December 31, 2024

811

 

36,134

 

(21,185)

 

197,369

 

1,083

 

214,212

 

h. Approval of additional dividends to the minimum mandatory dividends

 

On February 28, 2024, the Board of Directors approved and on April 17, 2024 the Ordinary General Shareholders’ Meeting ratified the payment of the Company’s additional dividends to the Company's minimum mandatory dividends related to 2023 in the amount of R$ 134,031.

 

On August 7, 2024, the Board of Directors approved the advance payment of the 2024 dividends in the amount of R$ 275,971, corresponding to R$ 0.25 per common share, payable as of August 23, 2024, without remuneration or monetary variation.


65


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


i. Allocation of income for the year

 

The shareholders of the Company are entitled under the Bylaws to a minimum annual dividend of 25% of adjusted net income, after allocation of 5% to the legal reserve, calculated in accordance with Brazilian Corporate Law. Dividends and interest on capital proposed above the statutory obligation are recognized in equity until approved at the shareholders’ meeting. The proposed dividends payable that refer to the year 2023, the amount of which as of December 31, 2023 totaled R$ 109,515 (R$ 0.10 - ten cents of Brazilian Real per share), were approved by the Board of Directors on February 15, 2024 and were paid from March 3, 2024 onwards. The proposed dividends payable for the year 2024, the amount of which as of December 31, 2024 totaled R$ 493,301 (R$ 0.45 - forty-five cents of Brazilian Real per share) were approved by the Board of Directors on February 26, 2025 and will be paid from March 15, 2025 onwards.

 

The management's proposal for the allocation of net income for 2024 and for distribution of dividends is as follows:

 

Allocation of net income


12/31/2024

Net income for the year attributable to shareholders of Ultrapar


2,362,740

Legal reserve (5% of the profit)


(118,137)

Adjusted net income (basis for dividends)


2,244,603

Minimum mandatory dividends for the year (25% of the adjusted net income)


561,151

Interim dividends already distributed (R$ 0.25 per share)


(275,971)

Additional dividends to the minimum mandatory dividends


208,121

Balance of proposed dividends payable (R$ 0.45 per share)


493,301

Allocation of net income


 

Legal reserve (5% of the profit)


118,137

Statutory reserve


1,475,331

Interim dividends


275,971

Complementary minimum mandatory dividends for the year (25% of the adjusted net income (-) interim dividends)


285,180

Additional dividends to the minimum mandatory dividends


208,121

Total distribution of net income for the year attributable to shareholders of Ultrapar


2,362,740

 

Changes in dividends payable are as follows:

 

 

Parent

 

Consolidated

Balance as of December 31, 2023

314,418

 

334,641

Dividends payable

695,182

 

829,857

Dividends prescribed

(3,369)

 

(3,369)

Payments

(713,066)

 

(833,658)

Balance as of December 31, 2024

293,165

 

327,471



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

Accounting policy

 

Revenues from sales and services rendered under contracts with customers are recognized on the accrual basis when, or as, performance obligations are satisfied by transferring the control of a promised good or service to a customer in such a way that the customer obtains substantially all rewards generated, according to the obligations of each transaction, and when it is highly probable that the Company and its subsidiaries will receive the consideration in exchange for the transferred goods or services.

 

The Company and its subsidiaries recognize revenue under the 5-step model, in accordance with IFRS 15/CPC 47: (1) identification of contracts with customers; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to performance obligations under the contracts, and (5) revenue recognition when (or as) the performance obligation is satisfied and the control of the goods and services is transferred to the customer.

 

Revenue is measured and stated at the fair value of the consideration to which the Company and its subsidiaries expect to be entitled to, less returns, discounts, rebates, sales taxes, amortization of assets from contracts with customers, and other deductions, if applicable. The Company’s subsidiaries do not have obligations for return or refund in their contracts with customers and do not have significant financing component that directly impacts the determination of the expected consideration.

 

 

12/31/2024

 

12/31/2023

Sales revenue:

 

 

 

Merchandise

137,047,316

 

128,570,541

Services rendered and others

1,814,590

 

1,673,985

Electricity (1)

195,438

 

Sales returns, rebates and discounts

(1,122,338)

 

(1,013,600)

Amortization of contract assets

(555,083)

 

(607,445)

 

137,379,923

 

128,623,481

Taxes on sales

(3,881,010)

 

(2,574,780)

Net revenue

133,498,913

 

126,048,701


(1)  Refers to revenue from the sale of electricity of subsidiary Witzler, acquired by Ultragaz in 2024. For further information, see Note 28.b.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 


The Company presents its results by nature in the consolidated statement of income and details below its costs, expenses and other operating results by nature:

 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Raw materials and materials for use and consumption

 

 

(121,796,193)

 

(114,657,376)

Personnel expenses

(248,179)

 

(225,596)

 

(2,591,309)

 

(2,335,738)

Freight and storage

 

 

(1,276,230)

 

(1,378,054)

Decarbonization obligation (a)

 

 

(584,371)

 

(740,298)

Services provided by third parties

(74,375)

 

(80,526)

 

(759,638)

 

(662,542)

Depreciation and amortization

(15,808)

 

(10,216)

 

(900,673)

 

(840,377)

Amortization of right-of-use assets

(2,864)

 

(2,291)

 

(312,060)

 

(305,900)

Advertising and marketing

(1,779)

 

(677)

 

(221,344)

 

(235,167)

Extemporaneous tax credits (b)

 

 

 

19,527

Other expenses and income, net

(6,908)

 

2,506

 

(155,806)

 

(468,794)

SSC/Holding expenses

319,422

 

297,726

 

 

Total

(30,491)

 

(19,074)

 

(128,597,624)

 

(121,604,719)

Classified as:

 

 

 

 

 

 

 

Cost of products and services sold

 

 

(123,811,893)

 

(116,730,469)

Selling and marketing

 

 

(2,499,547)

 

(2,253,226)

General and administrative

(48,834)

 

(65,850)

 

(1,872,092)

 

(2,018,159)

Other operating income (expenses), net

18,343

 

46,776

 

(414,092)

 

(602,865)

Total

(30,491)

 

(19,074)

 

(128,597,624)

 

(121,604,719)


(a) 

Refers to the obligation established by the RenovaBio program to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. For further information, see Note 14

(b)  Refers substantially to the exclusion of ICMS from the PIS and COFINS calculation basis.


 

 

Parent

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Finance income:

 

 

 

 

 

 

 

Interest on financial investments

25,470

 

48,061

 

514,460

 

518,607

Interest from customers

 

 

173,184

 

127,562

Update of subscription warrants (see Note 19)

31,657

 

 

31,657

 

Selic interest on PIS/COFINS credits

3

 

 

57,839

 

132,257

Update of provisions and other income

11,739

 

48,888

 

103,934

 

102,458

 

68,869

 

96,949

 

881,074

 

880,884

Financial expenses:

 

 

 

 

 

 

 

Interest on loans

(911)

 

(43,902)

 

(1,235,748)

 

(1,482,183)

Interest on leases payable

(788)

 

(684)

 

(133,767)

 

(143,005)

Update of subscription warrants (see Note 19)

 

(45,084)

 

 

(45,084)

Bank charges, financial transactions tax, and other taxes

(12,744)

 

(14,416)

 

(151,518)

 

(156,481)

Foreign exchange variations, net of gain (loss) on derivative financial instruments

1,624

 

(1,051)

 

(280,861)

 

38,161

Update of provisions, net, and other expenses

(8,140)

 

(10,595)

 

(11,114)

 

(91,422)

 

(20,959)

 

(115,732)

 

(1,813,008)

 

(1,880,014)

Total

47,910

 

(18,783)

 

(931,934)

 

(999,130)


68


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.

 

 

12/31/2024

 

12/31/2023

Basic earnings per share 

 

 

 

Net income for the year of the Company

2,362,740

 

2,439,795

Weighted average number of shares outstanding (in thousands)

1,102,130

 

1,095,469

Basic earnings per share - R$

2.1438

 

2.2272

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

Net income for the year of the Company

2,362,740

 

2,439,795

Weighted average number of outstanding shares (in thousands), including dilution effects

1,117,595

 

1,104,942

Diluted earnings per share - R$

2.1141

 

2.2081

 

 

 

 

Weighted average number of shares (in thousands)

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

1,102,130

 

1,095,469

Dilution effect

 

 

 

Subscription warrants

3,051

 

3,334

Stock plan

12,414

 

6,139

Weighted average number of shares for diluted earnings per share

1,117,595

 

1,104,942


Earnings per share were adjusted retrospectively by the issuance of 2,629,311 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.

 

The main segments are presented in the table below:

 

Segment

Main activities

Ultragaz

Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas.

Ipiranga

Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments.

Ultracargo

Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil.

 

a. Geographic area information

 

The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:

 

 

12/31/2024

 

12/31/2023

Net revenue from sales and services:

 

 

 

Brazil

132,311,614

 

124,400,378

Europe

50,717

 

202,665

United States of America and Canada

681,136

 

1,084,594

Other Latin American countries

202,949

 

204,306

Singapore

166,673

 

145,082

Others

85,824

 

11,676

Total

133,498,913

 

126,048,701



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


b. Financial information related to segments

 

The main financial information of each of the continuing operations of the Company’s segments is as follows.

 

12/31/2024

Profit or loss

Ipiranga

Ultragaz

Ultracargo

Others (1) (2)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

121,336,232

11,288,418

1,075,558

8,691

133,708,899

(209,986)

133,498,913

Transactions with third parties

121,335,586

11,287,337

875,997

(7)

133,498,913

133,498,913

Intersegment transactions

646

1,081

199,561

8,698

209,986

(209,986)

-

Cost of products and services sold

(114,730,458)

(8,895,244)

(386,568)

(124,012,270)

200,377

(123,811,893)

Gross profit

6,605,774

2,393,174

688,990

8,691

9,696,629

(9,609)

9,687,020

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,886,281)

(606,609)

(10,723)

(11)

(2,503,624)

4,077

(2,499,547)

General and administrative

(1,132,913)

(344,060)

(176,687)

(230,068)

(1,883,728)

11,636

(1,872,092)

Results from disposal of property, plant and equipment and intangible assets

167,657

4,134

(24)

70

171,837

171,837

Other operating income (expenses), net

(512,714)

82,552

13,692

2,378

(414,092)

(414,092)

Operating income (loss)

3,241,523

1,529,191

515,248

(218,940)

5,067,022

6,104

5,073,126

Share of profit (loss) of subsidiaries, joint ventures and associates

(8,654)

578

3,433

(122,539)

(127,182)

(127,182)

Amortization of fair value adjustments on associates acquisition

(2,493)

(2,493)

(2,493)

Total share of profit (loss) of subsidiaries, joint ventures and associates

(8,654)

578

940

(122,539)

(129,675)

(129,675)

Income (loss) before financial result and income and social contribution taxes

3,232,869

1,529,769

516,188

(341,479)

4,937,347

6,104

4,943,451

Depreciation and amortization (a)

444,924

284,153

118,559

19,451

867,087

(5,953)

861,134

Amortization of contractual assets with customers - exclusivity rights

553,840

1,243

-

555,083

555,083

Amortization of right-of-use assets

213,092

66,081

29,998

2,889

312,060

312,060

Amortization of fair value adjustments on associates acquisition

2,493

2,493

2,493

Total depreciation and amortization

1,211,856

351,477

151,050

22,340

1,736,723

(5,953)

1,730,770

 

(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 39,539.
(1)

Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 172,242 in 2024 of expenses related to Ultrapar's holding structure.

(2) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint ventures RPR and Hidrovias.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024



12/31/2023

Profit or loss

Ipiranga (Restated) (3)

Ultragaz

Ultracargo

Others (1) (2) (Restated) (3)

Subtotal

Segments

Eliminations

Total

Net revenue from sales and services

114,551,830

10,670,793

1,015,564

14,308

126,252,495

(203,794)

126,048,701

Transactions with third parties

114,551,827

10,669,365

815,249

12,260

126,048,701

126,048,701

Intersegment transactions

3

1,428

200,315

2,048

203,794

(203,794)

Cost of products and services sold

(108,074,324)

(8,485,215)

(355,798)

(116,915,337)

184,868

(116,730,469)

Gross profit

6,477,506

2,185,578

659,766

14,308

9,337,158

(18,926)

9,318,232

Operating income (expenses)

 

 

 

 

 

 

 

Selling and marketing

(1,615,178)

(626,554)

(11,395)

(99)

(2,253,226)

(2,253,226)

General and administrative

(1,318,092)

(298,171)

(167,344)

(253,478)

(2,037,085)

18,926

(2,018,159)

Results from disposal of property, plant and equipment and intangible assets

170,604

13,199

103

(2,915)

180,991

(59,056)

121,935

Other operating income (expenses), net

(657,376)

20,191

2,335

31,985

(602,865)

(602,865)

Operating income (loss)

3,057,464

1,294,243

483,465

(210,199)

4,624,973

(59,056)

4,565,917

Share of profit (loss) of subsidiaries, joint ventures and associates

(7,508)

26

11,764

7,626

11,908

11,908

Income (loss) before financial result and income and social contribution taxes

3,049,956

1,294,269

495,229

(202,573)

4,636,881

(59,056)

4,577,825

Depreciation and amortization (a)

429,809

291,462

105,274

14,324

840,869

(492)

840,377

Amortization of contractual assets with customers - exclusivity rights

606,036

1,410

607,446

607,446

Amortization of right-of-use assets

211,934

61,124

30,454

2,387

305,899

305,899

Total depreciation and amortization

1,247,779

353,996

135,728

16,711

1,754,214

(492)

1,753,722

 

(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 8,517.
(1)

Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 167,929 in 2023 of expenses related to Ultrapar's holding structure.

(2) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.
(3) Refers to a change on the corporate structure which the companies Eaí and Millenium became part of Ipiranga consolidated, being restated in 2023 for compability purposes.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


c. Assets by segment

 

12/31/2024

Assets

Ipiranga

Ultragaz

Ultracargo

Others (1)

Total

Investments

146,450

1,042

216,134

1,785,007

2,148,633

Property, plant and equipment

3,282,469

1,566,376

2,157,663

129,458

7,135,966

Intangible assets

1,017,405

333,652

283,598

273,675

1,908,330

Right-of-use assets

911,783

152,024

599,853

7,664

1,671,324

Other current and non-current assets

20,944,583

2,156,708

393,368

3,199,162

26,693,821

Total assets (excluding intersegment transactions)

26,302,690

4,209,802

3,650,616

5,394,966

39,558,074

 

12/31/2023

Assets

Ipiranga (Restated) (2)

Ultragaz

Ultracargo

Others (1) (Restated) (2)

Total

Investments

68,107

240

215,745

34,264

318,356

Property, plant and equipment

3,224,662

1,438,662

1,698,605

25,652

6,387,581

Intangible assets

1,612,584

282,517

281,054

377,762

2,553,917

Right-of-use assets

907,867

149,698

622,781

31,180

1,711,526

Other current and non-current assets

19,228,878

2,273,866

415,085

5,362,765

27,280,594

Total assets (excluding intersegment transactions)

25,042,098

4,144,983

3,233,270

5,831,623

38,251,974


(1) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.
(2)

Refers to a change on the corporate structure which the companies Eaí and Millenium became part of Ipiranga consolidated, being restated in 2023 for compability purposes.




Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

Accounting policy

 

Financial instruments are classified and measured as follows:

 

• Amortized cost: financial instruments held in order to collect and comply with contractual cash flows, solely principal and interest. Interest earned, losses and foreign exchange  variations are recognized in profit or loss and balances are stated at amortized cost using the effective interest rate method.

 

• Measured at fair value through other comprehensive income: financial instruments contracted for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and interest earned, losses and foreign exchange variations are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus interest earned and foreign exchange variations are recognized in equity under “Accumulated other comprehensive income”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement.

 

•  Measured at fair value through profit or loss: financial instruments that were not classified as amortized cost or as measured at fair value through other comprehensive income. Balances are stated at fair value. Interest earned, foreign exchange variations and changes in fair value are recognized in profit or loss. Investment funds and derivatives are classified as measured at fair value through profit or loss.

 

The Company and its subsidiaries use financial instruments for hedging purposes, applying the following concepts:

 

• Hedge accounting – fair value hedge: financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect profit or loss.

 

• Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect profit or loss.

 

• Hedge accounting – hedge of investments in foreign operations: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company.


Classes and categories of financial instruments and their fair values

 

The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:



(a) Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;

(b) Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

(c) Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs).


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

 

Level

 

Carrying value


Carrying value

 

Fair value

December 31, 2024

Note

 

 

Measured at fair value through profit or loss

 

Measured at amortized cost


Total

 

 

Financial assets:

 

 

 

 

 

 


 

 

 

Cash and cash equivalents

 

 

 

 

 

 


 

 

 

Cash and banks

4.a

-

 

 

405,840


405,840

 

405,840

Securities and funds in local currency

4.a

-

 

 

1,286,152


1,286,152

 

1,286,152

Securities and funds in foreign currency

4.a

-

 

 

379,601


379,601

 

379,601

Financial investments

 

 

 

 


 

Securities and funds in local currency

4.b

Level 2

 

2,271,979

 


2,271,979

 

2,271,979

Securities and funds in foreign currency

4.b

-

 

 

2,854,126


2,854,126

 

2,854,126

Derivative instruments

4.b

Level 2

 

833,986

 


833,986

 

833,986

Energy trading futures contracts

26.h

Level 2

 

404,695

 


404,695

 

404,695

Trade receivables

5.a

-

 

 

3,913,004


3,913,004

 

3,913,004

Reseller financing

5.a

-

 

 

1,404,883


1,404,883

 

1,404,883

Other receivables and other assets

-

-

 

 

386,853


386,853

 

386,853

 

 

 

 

 

 

 


 

 

 

Total

 

 

 

3,510,660

 

10,630,459


14,141,119

 

14,141,119

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing

15.a

Level 2

 

2,085,149

 

7,004,027


9,089,176

 

8,871,550

Debentures

15.a

Level 2

 

3,468,647

 

1,302,687


4,771,334

 

4,728,701

Derivative instruments

15.a

Level 2

 

441,600

 


441,600

 

441,600

Energy trading futures contracts

26.h

Level 2

 

114,776

 


114,776

 

114,776

Trade payables

16.a

-

 

 

3,518,385


3,518,385

 

3,518,385

Trade payables - reverse factoring

16.b

-

 

 

1,014,504


1,014,504

 

1,014,504

Subscription warrants – indemnification

19

Level 1

 

47,745

 


47,745

 

47,745

Financial liabilities of customers

-

-

 

 

180,225


180,225

 

180,225

Contingent consideration

-

Level 3

 

42,186

 

52,988


95,174

 

95,174

Other payables

-

-

 

 

171,520


171,520

 

171,520

Total

 

 

 

6,200,103

 

13,244,336


19,444,439

 

19,184,180


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

 

 

Level

 

Carrying value


Carrying value

 

Fair value

December 31, 2023

Note

 

 

Measured at fair value through profit or loss

 

Measured at amortized cost


Total

 

 

Financial assets:

 

 

 

 

 

 


 

 

 

Cash and cash equivalents

 

 

 

 


 

Cash and banks

4.a

-

 

 

125,152


125,152

 

125,152

Securities and funds in local currency

4.a

-

 

 

5,476,726


5,476,726

 

5,476,726

Securities and funds in foreign currency

4.a

-

 

 

323,810


323,810

 

323,810

Financial investments

 

 

 

 


 

Securities and funds in local currency

4.b

Level 2

 

82,592

 


82,592

 

82,592

Derivative instruments

4.b

Level 2

 

1,162,283

 


1,162,283

 

1,162,283

Trade receivables

5.a

-

 

 

4,269,473


4,269,473

 

4,269,473

Reseller financing

5.a

-

 

 

1,189,886


1,189,886

 

1,189,886

Trade receivables - sale of subsidiaries

5.c

-

 

 

924,364


924,364

 

924,364

Other receivables and other assets

-

-

 

 

393,036


393,036

 

393,036

Total

 

 

 

1,244,875

 

12,702,447


13,947,322

 

13,947,322

 

 

 

 

 

 

 


 

 

 

Financial liabilities:

 

 

 

 

 

 


 

 

 

Financing

15.a

Level 2

 

1,584,452

 

4,449,857


6,034,309

 

5,853,165

Debentures

15.a

Level 2

 

4,618,704

 

488,269


5,106,973

 

5,094,933

Derivative instruments

15.a

Level 2

 

626,735

 


626,735

 

626,735

Trade payables

16.a

-

 

-

 

4,682,671


4,682,671

 

4,682,671

Trade payables - reverse factoring

16.b

-

 

 

1,039,366


1,039,366

 

1,039,366

Subscription warrants – indemnification

19

Level 1

 

87,299

 


87,299

 

87,299

Financial liabilities of customers

-

-

 

 

308,934


308,934

 

308,934

Contingent consideration

28.c

Level 3

 

112,196

 


112,196

 

112,196

Other payables

-

-

 

 

190,090


190,090

 

190,090

Total

 

 

 

7,029,386

 

11,159,187


18,188,573

 

17,995,389

 

The fair value of financial instruments measured at Levels 2 and 3 is described below:

 

Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.

 

Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.

 

Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; (ii) supply risk margin; and (iii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.

 

Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.

 

Contingent consideration: Estimated according to Management’s projections of results based on the discounted cash flow method, considering the contractual goals set for revenue and accounting net cash flow to be achieved in the year ending December 31, 2026, referring to the acquisition of Stella on October 1, 2022.


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

The changes in financial liabilities measured at level 3 of the fair value hierarchy are presented below:

 

 

Consolidated

Balance as of December 31, 2023

112,196

Update of earnout assumptions

(71,388)

Settlement

(7,500)

Monetary variation

8,878

Balance as of December 31, 2024

42,186

 

Financial risk management


The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.

 

Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.

 

The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.

 

The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.


The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:

 

Risks

 

Exposure origin

 

Management

Market risk - exchange rate

 

Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin.


Seek exchange rate neutrality, using hedging instruments if applicable.

Market risk - interest rate

 

Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities.


Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate.

Market risk - commodity prices

 

Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, statement of financial position and cash flow.


Hedging instruments, if applicable.

Credit risk

 

Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification.


Diversification and monitoring of counterparty’s solvency and liquidity indicators.

Liquidity risk

 

Possibility of inability to honor obligations, including guarantees, and incurring losses.


For cash management: financial investments liquidity.

For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage.

 


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

a. Market risk - exchange and interest rates

 

Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.

 

The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.

 

As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.

 

The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:

 

 

 

 

Exchange rate

 

 

Interest rate

 

Note

Currency

12/31/2024

 

12/31/2023

 

Index

12/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents, and financial investments

4.a

USD

3,428,520

 

371,474

 

DI

3,558,131

 

5,559,318

Trade receivables, net of allowance for expected credit losses

5.a

USD

27,393

 

84,855

 

-

 

Inventories

6

USD

93,821

 

-

 

-

-

 

-

Trade receivables - sale of subsidiaries

5.c

BRL/ USD

 

715,877

 

DI

 

208,487

Other assets in foreign currency

-

USD

21,028

 

152,393

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,570,762

 

1,324,599

 

 

3,558,131

 

5,767,805

Liabilities

 

 

 

 

 

 

 

 

 

 

Loans, financing and debentures (1)

15.a

USD/ EUR/ JPY

(6,681,657)

 

(5,297,013)

 

DI

(3,515,010)

 

(1,242,524)

Loans – FINEP

15.a

-

 

 

TJLP

(679)

 

(1,264)

Payables arising from imports

16.a

USD

(936,140)

 

(1,730,426)

 

-

 

Other liabilities in foreign currency

-

USD

(41,298)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,659,095)

 

(7,027,439)

 

 

(3,515,689)

 

(1,243,788)

Derivative instruments

26.f

USD / EUR / JPY

3,470,855

 

5,309,125

 

DI

(6,380,131)

 

(8,567,676)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(617,478)

 

(393,715)

 

 

(6,337,689)

 

(4,043,659)

Net liability position - effect on equity

 

 

 

(10,857)

 

 

 

Net liability position - effect on profit or loss

 

 

(617,478)

 

(382,858)

 

 

(6,337,689)

 

(4,043,659)

 

(1) Gross transaction costs of R$ 7,807 (R$ 10,116 as of December 31, 2023) and discount on notes in the foreign market of R$ 5,246 (R$ 8,107 as of December 31, 2023).



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Sensitivity analysis with devaluation of the Real and interest rate increase

 

 

Exchange rate - Real devaluation (i)

 

Interest rate increase (ii)

Effect on profit or loss

(28,637)

 

(260,723)

Total

(28,637)

 

(260,723)

 

(i) The average U.S. dollar rate of R$ 6.4226 was used for the sensitivity analysis, based on future market curves as of December 31, 2024 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 6.1923. The table above shows the effects of the exchange rate changes on the net liability position of R$ 617,478 (or US$ 99,716 using the closing rate) in foreign currency as of December 31, 2024.

(ii) For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 10.88% and the sensitivity rate was 14.77% according to reference rates made available by B3.

 

b. Market risk - commodity prices

 

The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.

 

The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.

 

To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.

 

Derivative

 

Fair value (R$ thousand)

 

Possible scenario (∆ of 10% - R$ thousand)

 

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Commodity forward

 

(7,707)

 

20,702

 

(12,430)

 

2,663

 

(*) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of December 31, 2024 and 2023, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year. For further information, see Note 26.f.

 

c. Credit risk

 

Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.

 

c.1 Financial institutions and government



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


c.1 Financial institutions and government


The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of December 31, 2024, by counterparty rating, is summarized below:


 

 

Fair value

Counterparty credit rating

 

12/31/2024

 

12/31/2023

AAA
7,557,385
6,714,493

AA

 

285,520

 

408,375

A

 

3,668

 

464

Others (*)

 

185,111

 

47,231

Total

 

8,031,684

 

7,170,563


(*) Refers substantially to investments as minority interest, which are classified as long-term investments.


c.2 Trade receivables

 

The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of December 31, 2024, by counterparty rating, is summarized below:


The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.


For further information on the allowance for expected credit losses, see Note 5.b.


d. Liquidity risk


Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.


The main sources of liquidity of the Company and its subsidiaries arise from:


(i)      cash and financial investments;

(ii)     cash flow generated by its operations; and

(iii)    loans.


The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of December 31, 2024, the Company and its subsidiaries had R$ 4,624,604 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

The table below presents a summary of financial liabilities and leases payable as of December 31, 2024 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:

 

 

Less than 1 year

Between 1 and 3 years

Between 3 and 5 years

More than 5 years

Total

Loans including future contractual interest (1) (2)

4,087,776

6,071,329

4,646,153

1,503,918

16,309,176

Derivative instruments (3)

392,381

933,913

(1,082,726)

(779,771)

(536,203)

Trade payables

3,518,385

3,518,385

Trade payables - reverse factoring

1,014,504

1,014,504

Leases payable

355,336

523,929

346,561

891,997

2,117,823

Financial liabilities of customers

30,257

170,158

200,415

Contingent consideration

42,186

42,186

Other payables

159,930

17,990

177,920

 

9,558,569

7,717,319

3,952,174

1,616,144

22,844,206

 

(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of December 31, 2024.

(2) Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.

(3) The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of December 31, 2024. In the table above, only the derivative instruments with negative results at the time of settlement were considered.

 

e. Capital management

 

The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.

 

Capital structure is comprised of net debt (loans and financing, including debentures, according to Note 15 and leases payable according to Note 12.b, after deduction of cash, cash equivalents and financial investments, according to Note 4), and equity.

 

The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.

 

Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.

 

The leverage ratio at the end of the period is as follows:

 

 

 

Consolidated

 

 

12/31/2024

 

12/31/2023

Gross debt (a)

 

15,787,262

 

13,291,951

Cash, cash equivalents, and short-term investments (b)

 

8,031,684

 

7,170,563

Net debt = (a) - (b)

 

7,755,578

 

6,121,388

Equity

 

15,823,444

 

14,029,826

Net debt-to-equity ratio

 

49.01%

 

43.63%

 

f. Selection and use of derivative financial instruments

 

In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.

 

Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.

 

The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024








Derivatives designated as hedge accounting
















Product
Contracted rates

Maturity
Notional amount (2)
Fair value as of 12/31/2024
Gains (losses) as of 12/31/2024

 

 

Assets

Liabilities

 

 

 

12/31/2024

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (1)

 

USD + 3.28%

105.7% of DI

 

Sept/25

 

USD 206,067

 

76,649

 

(3,808)

 

171,493

 

5,647

Foreign exchange swap (1)

 

EUR + 5.16%

109.2% of DI

 

Mar/25

 

EUR 115,518

 

76,123

 

 

84,875

 

(1,742)

Foreign exchange swap (1)

 

JPY + 1.50%

109.4% of DI

 

Mar/25

 

JPY 12,564,393

 

 

(45,826)

 

47,567

 

5,294

Foreign exchange swap (1)

 

SOFR + 1.29%

112.5% of DI

 

Sept/25

 

USD 4,535

 

2,114

 

 

2,566

 

(30)

Interest rate swap (1)

 

IPCA + 5.13%

104.5% of DI

 

Jun/32

 

BRL 2,660,000

 

189,156

 

-

 

(345,529)

 

355,746

Interest rate swap (1)

 

IPCA + 2.83%

69.5% of DI

 

Nov/41

 

BRL 151,465

 

-

 

(3,321)

 

(3,321)

 

37,511

Interest rate swap (1)

 

11.17%

104.3% of DI

 

Jul/27

 

BRL 525,791

 

 

(53,638)

 

(67,786)

 

62,628

Commodity forward (1)

 

USD

Heating Oil/ RBOB

 

Jan/25

 

USD 5,753

 

3,104

 

(11,869)

 

(25,309)

 

NDF (1)

 

USD

USD

 

Feb/25

 

USD 6,853

 

729

 

(6,022)

 

(34,336)

 

 

 

 

 

 

 

 

Total - designated

 

347,875

 

(124,484)

 

   (169,780)

 

465,054

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

USD + 0.00%

52.5% of CDI

 

Jun/29

 

USD 300,000

 

465,032

 

 

268,734

 

NDF

 

USD

BRL

 

Mar/25

 

USD 15,425

 

13,546

 

(6,501)

 

42,241

 

Commodity forward

 

BRL

Heating Oil/ RBOB

 

Mar/25

 

USD 2,422

 

4,926

 

(3,867)

 

53,069

 

Interest rate swap

 

USD + 5.25%

CDI -1.4%

 

Jun/29

 

USD 300,000

 

 

(306,748)

 

(166,103)

 

 

 

 

 

 

 

 

Total - not designated

 

483,504

 

(317,116)

 

197,941

 

 

 

 

 

 

 

 

Total

 

831,379

 

(441,600)

 

28,161

 

465,054

 

(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).

(2) Currency as indicated.


 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

Derivatives designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Product
Contracted rates

Maturity
Notional amount (3)
Fair value as of 12/31/2023

Gains (losses) as of 12/31/2023

 

 

Assets

Liabilities

 

 

 

12/31/2023

 

Assets

 

Liabilities

 

Profit or loss

 

Fair value adjustment of debt - R$

Foreign exchange swap (2)

 

USD + 0.00%

53.60% of DI

 

Oct/26

 

USD 234,000

 

 

(106,657)

 

(145,949)

 

-

Foreign exchange swap (1)

 

USD + 5.47%

110.02% of DI

 

Sept/25

 

USD 206,067

 

 

(119,094)

 

(223,555)

 

(3,768)

Foreign exchange swap (1)

 

EUR + 5.12%

111.93% of DI

 

Jan/24

 

EUR 22,480

 

 

(22,529)

 

(23,304)

 

230

Foreign exchange swap (1)

 

JPY + 1.50%

109.40% of DI

 

Mar/25

 

JPY 12,564,393

 

 

(120,746)

 

(130,726)

 

(4,775)

Interest rate swap (1)

 

IPCA + 5.03%

102.87% of DI

 

Jun/32

 

BRL 3,226,054

 

598,311

 

 

260,301

 

(313,641)

Interest rate swap (1)

 

10.48%

103.64% of DI

 

Jun/27

 

BRL 615,791

 

12,515

 

(3,182)

 

10,694

 

(10,163)

Commodity forward (1)

 

BRL

Heating Oil/ RBOB

 

Jan/24

 

USD 129,894

 

22,343

 

(854)

 

(50,977)

 

NDF (1)

 

BRL

USD

 

Feb/24

 

USD 211,179

 

3,959

 

(833)

 

19,012

 

 

 

 

 

 

 

 

Total - designated

 

637,128

 

(373,895)

 

(284,504)

 

(332,117)

Derivatives not designated as hedge accounting

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

 

0.00%

52.99% of CDI

 

Jun/29

 

USD 375,000

 

186,925

 

(45,877)

 

(188,395)

 

NDF

 

USD

BRL

 

Mar/24

 

USD 457,099

 

1,468

 

(8,409)

 

(105,597)

 

Commodity forward

 

BRL

Heating Oil/ Marine Fuel/ Others

 

Mar/24

 

USD 18,127

 

1,524

 

(2,310)

 

5,489

 

Interest rate swap

 

5.25%

1.36% of CDI

 

Jun/29

 

USD 300,000

 

 

(196,243)

 

9,257

 

 

 

 

 

 

 

 

Total - not designated

 

189,917

 

(252,839)

 

(279,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

827,045

 

(626,734)

 

(563,750)

 

(332,117)

 

(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).

(2) Derivative financial instruments designated for cash flow hedge accounting (see Note 26.g.2).

(3) Currency as indicated.

 

 

Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

g. Hedge accounting

 

The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.

 

The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.

 

The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.

 

g.1 Fair value hedge

 

The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. In December 2024, no material ineffectiveness was identified in fair value hedge operations.

 

g.2 Cash flow hedge

 

In December 2024, the Company and its subsidiaries do not have cash flow hedges.

 

h. Financial instruments (energy trading futures contracts)

 

The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.

 

Sensitivity analysis – level 2 hierarchy

 

 

Valuation technique

 

Fair value of energy contracts

 

Sensitivity of inputs to fair value (a)

Financial assets

Discounted cash flow method

 

404,695

 

+10%

382,794

 

 

 

-10%

404,581

 

 

 

 

 

 

Financial liabilities

 

114,776

 

+10%

115,361

 

 

 

-10%

125,715

 

(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 


a. Contracts

 

Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. Such agreements establish a minimum cargo movement, as shown below:

 

Port

Minimum movement

per year

Maturity

Aratu (*)

900,000 ton.

2022

Suape

250,000 ton.

2027

Suape

400,000 ton.

2029

Aratu

465,403 ton.

2031

Itaqui

1,468,105 m3

2049

Vila do Conde

343,625 ton.

2044

 

(*) Contract in the process of being renewed with the appropriate body, being judicialized by favorable decision, until the public entity completes the analysis so that the new amendment is signed.  In a decision of the Ministry of Infrastructure, the investment plans presented by Ultracargo were preliminarily approved, and the Waterway Transport Regulatory Agency (ANTAQ) approved the technical, economic and environmental feasibility study of this extension project.

 

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2024, these rates were R$ 9.64 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.98 per m³ for Itaqui. According to contractual conditions and tolerances, as of December 31, 2024, there were no material pending issues regarding the minimum limits of the contract.

 

 

Accounting policy

 

A business combination is accounted for applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination, the assets acquired and liabilities assumed are measured in order to classify and allocate them according to the contractual terms, economic circumstances and relevant conditions at the acquisition date. The non-controlling interest in the acquired company is measured based on its interest in net assets identified in the acquired company. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the respective Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the statement of income. Costs related to the acquisitions are recorded in the statement of income when incurred.

 

a. Hidrovias do Brasil S.A.

 

In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultrapar Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through subsidiary Ultrapar Logística Ltda.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


On May 7, 2024, subsidiary Ultrapar Logística completed the purchase of 128,369,488 shares from Hidrovias, which represented 16.88% of its share capital, at a cost of R$ 3.98/share.  Also in May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, subsidiary Ultrapar Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.

 

Subsequently, throughout December 2024, subsidiary Ultrapar Logística acquired new shares through the Stock Exchange (“B3”) and reached an interest of 41.94% in Hidrovias’ share capital.

 

On December 26, 2024, subsidiary Ultrapar Logística signed an Advance for Future Capital Increase  agreement with Hidrovias, in the amount of R$ 500,000, which will be used for future subscription and payment of Hidrovias’s shares, in a capital increase to be approved by the Board of Directors of Hidrovias in the first quarter of 2025.

 

The transaction amounts​for acquiring an interest in Hidrovias are shown below: 

 

Amount paid for the acquisition of shares – financial asset

579,066

Gain (loss) on fair value adjustment of financial assets

66,267

Total financial asset transferred to the investments line item

645,333

Subsequent acquisitions of additional interests

690,186

Total investment in Hidrovias as of December 31, 2024 (A) 1

1,335,519

 

 

Participation equivalent to equity of the associate (B)

560,475

Provisional goodwill on acquisition of investment (A-B)

775,044

 

1 Equivalent interest calculated with basis on acquisition date, disregarding the posterior effects of share of profit (loss) of subsidiaries, joint ventures and associates

 

Based on applicable accounting standards and supported by an independent appraisal firm, the Company is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities, and the purchase price allocation (“PPA”), which will be completed in 2025.


b. WTZ Participações S.A.

 

On September 1, 2024, through subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting share capital of WTZ Participações S.A. (“Witzler”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.

 

Witzler was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.

 

The initial payment, including the capital contribution of R$ 49,490, totaled R$ 104,490. The remaining transaction amount of R$ 40,878 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 52,038. The purchase price allocation (“PPA”) will be completed in 2025.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024

 

The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:

 

Assets

 

Cash and cash equivalents

5,399

Trade receivables

33,168

Recoverable taxes

3,036

Prepaid expenses

170

Other receivables

320

Other investments

5

Property, plant and equipment, net

1,684

Intangible assets, net

11

Derivative instruments

209,348

Liabilities

 

Loans and financing

68

Trade payables

27,541

Salaries and related charges

2,211

Taxes payable, income and social contribution taxes payable

80,918

Other payables

2,655

Goodwill based on expected future profitability

52,038

Non-controlling interests

67,498

Assets and liabilities consolidated in the opening balance

124,288

 

 

Assets acquired

130,873

Liabilities assumed

58,623

Goodwill based on expected future profitability

52,038

 

 

Acquisition value

124,288

Comprised by

 

Cash

59,506

Acquisition of ownership interest via capital contribution (as non-controlling interests)

23,904

Contingent consideration to be settled

40,878

Total consideration

124,288

 

 

Net cash outflow resulting from acquisition

 

Initial consideration in cash

59,506

Cash and cash equivalents acquired

(5,399)

Acquisition value

54,107

 

c. Serra Diesel Transportador Revendedor Retalhista Ltda.

 

On September 1, 2023, through subsidiary Ultrapar Mobilidade Ltda., the Company acquired 60% of the voting share capital of Serra Diesel Transportador Revendedor Retalhista Ltda. (“Serra Diesel”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. The acquisition complements Ultrapar's operations in the mobility and liquid fuel distribution segment.

 

Serra Diesel was established in 2006 and its main activity is the fuel trade carried out by a wholesale carrier-reseller-retailer, with presence in the southern region of Brazil.

 

The initial payment, including the capital contribution in the amount of R$ 16,193, totaled R$ 21,193. The remaining amount of R$ 4,816 was recorded under “Other payables” and paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of August 31, 2024, and determined the final goodwill in the amount of R$ 1,413.


Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date recognized at fair value:

 

Assets

 

Cash and cash equivalents

1,719

Trade receivables

28,475

Inventories

9,128

Recoverable taxes

2,551

Other receivables

55

Other investments

298

Right-of-use assets, net

25,500

Property, plant and equipment, net

41,938

Intangible assets, net

11,634

Liabilities

 

Loans and financing

17,337

Trade payables

26,965

Salaries and related charges

1,933

Taxes payable, income and social contribution taxes payable

376

Leases payable

25,500

Other payables

8,194

Goodwill based on expected future profitability

1,413

Non-controlling interests

16,397

Assets and liabilities consolidated in the opening balance

26,009

 

 

Assets acquired

72,779

Liabilities assumed

48,183

Goodwill based on expected future profitability

1,413

 

 

Acquisition value


Comprised by

Cash

5,000

Acquisition of ownership interest via capital contribution (as non-controlling interests)

16,193

Contingent consideration settled

4,816

Total consideration

26,009

 

 

Initial consideration in cash

(5,000)

Contingent consideration settled

(4,816)

Cash and cash equivalents acquired

1,720

Total

(8,096)

 

d. Opla - Terminal de Combustíveis Paulínia S.A.

 

On July 1, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), qualifying the transaction as an acquisition of a joint venture as defined in IAS 28 (CPC 18 (R2) – Investments in Associates and Joint Ventures) and IFRS 11 (CPC 19 (R2) - Joint Arrangements). The acquisition of interest in Opla marked Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. With the acquisition, Ultracargo and BP Biofuels Brazil Investments Ltd. (“BP”) become joint ventures of Opla.



Ultrapar Participações S.A. and Subsidiaries Graphics

Notes to the financial statements


For the year ended December 31, 2024


The total amount of the operation is R$ 237,500 subject to working capital and net debt adjustments. The purchase price includes the transaction amount, including estimated working capital and net debt adjustments. The transaction was paid in a single installment of R$ 210,096 on July 1, 2023. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of June 30, 2024, and determined the final goodwill in the amount of R$117,306.

 

The following table summarizes the balances of assets acquired and liabilities at fair value at the acquisition date, including goodwill determination:

 

Assets

 

Cash and cash equivalents

3,248

Trade receivables

6,107

Recoverable taxes

402

Other receivables and other assets

1,057

 

 

Property, plant and equipment, net

248,951

Intangible assets, net

10,441

Liabilities

 

Loans and financing

44,568

Trade payables

911

Salaries and related charges

1,430

Taxes payable, income and social contribution taxes payable

13,974

Other payables

23,743

Fair value of investee’s assets and liabilities

185,580

Fair value of assets and liabilities according to Ultracargo's interest

92,790

Goodwill based on expected future profitability

117,306

Acquisition value

210,096

 

The goodwill determined on the operation is based on the expected future profitability and on the synergy with the operations of Ultracargo, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.

 

In the process of identifying assets and liabilities, intangible assets that were not recognized in the books of the acquired entity were also considered, as shown below:

 

 

R$

 

Useful life

 

Amortization method

Licenses

612

 

5 years

 

Straight line

Customer list and relationship

4,609

 

6 years

 

Straight line

Total

5,221

 

 

 

 

 


a. Issuing of foreign loan by Ultragaz

 

On February 14, 2025, the subsidiary Cia Ultragaz realized the issuing of foreign loan (without financial covenants) on the amount of USD 100,000 (equivalent to R$ 577,880 on transaction moment), with financial charges of SOFR + 0.91% p.a. and maturing on February 13, 2026. The subsidiary entered into hedging instruments against foreign exchange and interest rate variations on american dollar, changing financial charges to 102.90% of DI.

 

b. Issuing of constitutional fund by Ultracargo

 

On February 6, 2025, the subsidiary Ultracargo Logística realized the issuing of Northeast region constitutional fund (without financial covenants) on the amount of R$ 100,976, with financial charges of IPCA + 2.93% p.a. and maturing on November 15, 2041. The subsidiary entered into hedging instruments changing financial charges to 69.65% of DI.


c. Issuance of shares

 

On February 26, 2025, the Company’s Board of Directors confirmed the issuance of 67,679 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014. The share capital of the Company will therefore be represented by 1,115,507,182 common shares, all of which are registered and without par value. The issuance of shares resulting to partial exercise of subscription warrants do not generate increase of share capital value, since the entirety of Extrafarma’s assets was already reflected in the Ultrapar financial position on the act of incorporation of shares.


 



2024 Management Report
Graphics


 

 

Message from Management


In 2024, Ultrapar had another year of significant progress. Despite the volatility and uncertainties, our three main businesses delivered good operational results. We highlight the continued growth of Ultragaz and Ultracargo, and the resilience of Ipiranga, even in an environment of significant unlawful practices in the fuel market.

The strong operational cash generation allowed the Company to maintain its financial leverage ratio at comfortable levels, even with higher levels of organic investments for the expansion of existing businesses and the acquisition of a significant equity stake in Hidrovias do Brasil.

We invested R$ 2.2 billion in 2024, allocating R$ 1.3 billion (59%) for expansion and R$ 900 million for the maintenance. We also invested R$ 1.8 billion to acquire a 42% stake in Hidrovias do Brasil, including the resources of the instrument of advance for future capital increase, our largest capital allocation in a single asset in the past 10 years, aiming at the long-term value generation potential of the company. We also acquired a stake in Witzler for R$ 124 million, which complemented our portfolio of energy solutions at Ultragaz by integrating a renewable energy trader.

We celebrated 25 years as a publicly traded company by launching our new brand, reflecting our essence and important attributes that drive us towards the future. We evolved our governance model by establishing Boards of Directors in the business, providing greater agility, autonomy, and accountability in each business, as well as efficiency and influence in performance tracking. These actions reaffirm and consolidate the Company strategy as a shareholder and capital allocator focused on long-term value generation and, solid governance, allowing the Ultrapar Board of Directors discussions to focus on capital allocation, portfolio management, and talent development aligned with our corporate culture.

As part of our succession plan, we announced the planned transition process for the roles of Chief Executive Office and Chief Financial and Investor Relations Officer, set to be concluded in April 2025.

Additionally, we advanced in our sustainability journey, a key component of Ultrapar's strategy and the basis for updating our 2030 ESG plan, which will be completed in 2025.

We ended 2024 with net revenue of R$133 billion, 6% higher than in 2023. We achieved a recurring EBITDA of R$ 5.4 billion and net income of R$ 2.5 billion, of which R$ 769 million will be distributed as dividends to shareholders.

We announced our investment plan for 2025, totaling R$ 2.5 billion. The amount allocated for the business expansions is R$ 1.5 billion of the total and includes projects at Ipiranga, Ultragaz, and Ultracargo. The remaining will be directed to asset maintenance, safety, service station upgrades, acquisition of bottles, and investments in technology, particularly the ERP replacement at Ipiranga.

We entered 2025 in a challenging global environment, marked by geopolitical tensions, high interest rates, and economic instability. However, we are prepared to face these challenges and seize opportunities with an engaged leadership team and strengthened businesses, continuing our growth and value-creation journey. We thank our customers, suppliers, shareholders and other stakeholders for the trust and partnership to the continuous evolution of the Company. In particular, we thank all our employees for their dedication, commitment and achievements throughout the year. 


Jorge M. T. Camargo

Marcos Marinho Lutz

Chairman of the Board of Directors

Chief Executive Officer

 

Graphics

2024 MANAGEMENT REPORT Graphics

Company Profile

Ultrapar holds 87 years of history, with its origins going back to 1937, when Ernesto Igel founded Ultragaz, a company which pioneered the distribution of liquefied petroleum gas (LPG) as cooking gas. Since then, Ultrapar has become one of the largest business groups of Brazil, with an outstanding position in the energy, mobility and logistics infrastructure sectors through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil.

In 1999, Ultrapar simultaneously conducted and IPO on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (B3). Since 2011, the Company’s shares have been listed on B3’s Novo Mercado segment.

At the end of 2024, the Company’s portfolio was mainly composed of four businesses:

Ipiranga

A comprehensive ecosystem of mobility products and services, Ipiranga is one of the largest fuels and lubricants distribution companies and one of the most valuable brands in the country, with a network of approximately 5,900 service stations, in addition to 1.5 thousand AmPm stores, the largest convenience store franchise in Brazil. 

Ultragaz

Pioneer company and leader in the distribution of LPG in Brazil, it is a reference in innovation in the sector and has been expanding its offer of energy solutions for its customers, offering renewable energy, compressed natural gas (CNG), and biomethane. It serves around 60 thousand business customers and 11 million households, through a network that already exceeds 6 thousand resellers, in a safe, efficient, and sustainable way.

Ultracargo

The leading company in the sector of independent liquid bulk storage terminals in Brazil, it is present in the country’s main ports, handling fuels, biofuels, chemicals, and vegetable oils. It has advanced its growth strategy by expanding into inland areas, connecting Brazil’s coastline to its interior.

Hidrovias do Brasil

A leader in waterway cargo transport in Brazil, mainly for handling of grains, minerals, fertilizers, and salt. It has four operations: an integrated logistics system in the Northern Corridor, coastal shipping, river navigation in the Southern Corridor, and port operation in Santos.

Innovation

Innovation and entrepreneurship have been part of Grupo Ultra’s culture, being essential attributes to its strategy. Over its 87-year history, these elements have enabled the Company to contribute to the development of Brazil and its portfolio businesses. 

Ultrapar seeks to promote a culture of innovation across all companies in its portfolio. In 2024, through the Ultra Innovation Talks forum, it fostered discussions about innovation and technology trends and their applicability within the organization. It also encouraged the sharing of best practices and the identification of potential synergies among the Group's businesses. 

2024 MANAGEMENT REPORT Graphics

The venture capital fund UVC Investimentos supports the internal innovation process, with investments in seven active startups that have adjacent or potentially disruptive impacts to the portfolio businesses.


At Ipiranga, a major transformational movement in the company's technology platform began. One of the main projects is replacing the operational system (ERP), which will bring significant improvements to company processes, making them more automated and efficient, and enhancing decision-making. Additionally, this new Vice Presidency will oversee projects aimed at expanding and enhancing digital experience for resellers, customers, and consumers. Throughout the year, Ipiranga also adopted a new methodology for product innovation, refining the planning and execution phases and ensuring its Research & Development (R&D) process aligns more closely with sustainable and responsible practices. Another highlight of the year was the return of Texaco gas stations to Brazil, thanks to a partnership with Chevron. For this, an innovative business model was developed where the reseller exclusively represents the Texaco brand in a region and collaboratively develops strategies with Ipiranga to boost their business. ICONIC, the joint venture between Ipiranga and Chevron, inaugurated its new Technology Center at its production unit in Duque de Caxias (RJ), making it one of the main private R&D centers in the lubricant sector in Latin America. As part of Ipiranga's ecosystem, AmPm continued forming new partnerships to deliver innovative and memorable experiences to its customers. In early 2024, it formed a joint venture with Krispy Kreme to bring the brand's donuts exclusively to its proprietary and franchise store network.

Ultragaz delivered various innovative solutions to its customers in 2024, the result of a consistent R&D trajectory that has intensified since 2020. One of this solutions was the distribution of its first batch of BioLPG, in partnership with Refinaria Riograndense (RPR), in which Ultrapar holds a stake. Produced with soybean oil, BioLPG is a renewable alternative that has the same technical specifications and efficiency as LPG. It does not require changes to customers' existing infrastructure and reduces greenhouse gas (GHG) emissions—compared to coal, the reduction can reach up to 80%. Additionally, the distribution of biomethane by NEOGás was innovative in marketing renewable gas outside the country's pipeline network, enabling its interiorization and greater accessibility. Another milestone was the authorization granted by the National Agency of Petroleum, Natural Gas, and Biofuels (ANP) to evaluate LPG in new applications. This allowed Ultragaz to test Brazil's first irrigation pump powered by LPG, which can help address decarbonization challenges in agriculture. Once again, the company was recognized at the Top Open Corps award as one of the organizations most engaged in open innovation with startups in Brazil—ranking second in the Oil & Gas category.  

Ultracargo continued to invest in incorporating cutting-edge technologies into its operations to further enhance safety and efficiency levels. A key innovation in 2024 was using robots for cleaning and inspecting water tanks in the fire-fighting system. This technology, used for the first time at the Itaqui terminal (MA), avoids draining the tank, preventing water waste, and eliminates the need for personnel to enter the tank, reducing exposure to hazardous activities. Other highlights included the development of solutions for coating equipment handling corrosive products, reducing operational risks. Drones were also deployed for inspecting tank top valves, increasing productivity while significantly minimizing the risk of working at heights. Additionally, Ultracargo developed PIVO (Integrated Sales and Operations Pipeline), a tool that establishes a fully digital and traceable process between customer demands and internal approval flows, streamlining customer service responses. In artificial intelligence, an assistant was created to facilitate supply database queries, yielding significant efficiency gains.

Business sustainability


The ESG 2030 Plan, a set of public goals related to the Group Ultra's seven material sustainability themes, is integrated into the Company's strategic planning. In 2024, Grupo Ultra's brand was relaunched, and Ultrapar's strategy and organizational culture were revised—a process that revisited the organization's essence and history while reflecting on contemporary challenges to build Ultrapar's future positioning for long-term value generation.

Strengthening governance in its ESG journey, the scope of the People Committee, which advises the Board of Directors, was expanded in 2024 and renamed the People and Sustainability Committee, incorporating oversight of the ESG 2030 Plan's progress.

The Company also began a double materiality process to assess the impacts of ESG themes, further integrating sustainability into its strategy. This methodology evaluates not only the impacts organizations have on stakeholders and the environment (impact materiality) but also how they are impacted by them (financial materiality). The results of this new materiality assessment are expected to bring adjustments to the ESG 2030 Plan, reflecting the current portfolio and the company's maturity on the subject.

The sustainability journey of its businesses also continued to advance. At Ipiranga, 2024 saw the consolidation of the ESG Committee, where company leadership periodically monitors the progress of strategic sustainability projects. This growing maturity in ESG agenda management is also evident across the value chain, with expanded initiatives to support suppliers' and resellers' sustainability efforts. Ultragaz focused on disseminating the ESG agenda and engaging the new teams from recently integrated companies (NEOGás, Ultragaz Energia Inteligente, and Witzler) and critical suppliers. At Ultracargo, these themes gained prominence in leadership performance evaluations and career progression processes, as well as in the selection of executives from the market.

2024 MANAGEMENT REPORT Graphics

It is worth noting that Ultrapar and its portfolio companies participate in various external initiatives that reinforce their commitment to sustainability, allowing them to share best practices and learnings with other equally engaged organizations. This includes the United Nations (UN) Global Compact—in addition to commitment to its ten principles linked to human and labor rights, the environment, and the fight against corruption, there is also alignment with the 17 Sustainable Development Goals (SDGs) of the UN 2030 Agenda.

Advances in the ESG 2030 Plan

The ESG 2030 Plan's goals apply to Ultrapar, Ipiranga, Ultragaz, and Ultracargo. Ultrapar is responsible for consolidating and disclosing annual progress. In addition to being reported in the Ultrapar Management Report and Sustainability Report, the data is also available in the Financial Spreadsheets section of the Investor Relations website. 

Material topics

Ambition

Goals

2024 results

Energy transition

Plan and implement strategies aimed at achieving the energy transition to a low-carbon economy

1. Implement measures to reduce or mitigate greenhouse gases emissions in our operations, in order to ensure carbon neutrality by 2025.

Total neutralized emissions from direct sources (scope 1): 37% (+8 p.p. versus 2023)
Total neutralized emissions from indirect sources (scope 2): 100% (no variation compared to 2023)

Eco-efficient operations

Ensure excellence in the operations’ environmental management, ensuring an efficient energy and water consumption and improving the waste management

1. Keep using 100% renewable and certified electric energy

100% renewable and certified (no variation compared to 2023)

2. Zero leaks with a risk of contamination of soil and water

1 leak (+1 occurrence versus 2023).

3. Zero-waste to landfill: no waste (hazardous or non-hazardous) to be sent to landfills, achieved through more sustainable solutions

6% sent to landfills (-33 p.p. versus 2023).

Inclusive culture and diversity

Ensure an inclusive, diverse and equitable workplace environment, providing conditions for the full development of each employee’s potential and contribute to greater perspectives and experiences in the decision-making process

 

 

 

 

 

 

1. Achieve a 33% level of gender and ethnic equality in the Board of Directors

22% (no variation compared to 2023)

2. Achieve a 50% level of gender and ethnic equality in senior management positions¹

42% level of gender and ethnic equity in senior management positions (no variation compared to 2023).

3. Ensure an inclusive environment that can be measured and recognized in internal surveys

82% favorability (-1 p.p. versus 2023).


2024 MANAGEMENT REPORT Graphics


Health and safety

Ensure a strong health and safety culture, with processes and performance indices at a high level of excellence, and a high quality of life for employees and safety for the communities surrounding our operations

1. Reduce by 50%² lost-time injury frequency rate

0.55 (-30% versus 2023 and -43% versus 2020 base year).

2. Reduce by 70% the process accident frequency rate

1.14 (+46% versus 2023 and -26% versus 2020 base year).

3. Ensure that our employees are taken care of in health and life quality programs

55%

Responsibility for the surrounding communities

Act responsibly regarding the communities surrounding our operations, generating opportunities for local development

1. Invest in initiatives and promote positive impacts on education and employment and income generation in the surrounding communities, through collective actions4

R$ 8.2 million in own resources invested, versus R$ 7.8 million in 2023.

Value chain

Influence, encourage and monitor the adoption of best ESG practices in all businesses’ value chains

1. Ensure that 100% of critical suppliers adopt excellent ESG practices

100% of critical suppliers with ESG contractual clauses.

94% of critical suppliers adopt responsible supply policies
55% of critical suppliers evaluated in ESG practices

2. Ensure that 100% of selected resellers adopt ESG practices or commitments

100% of resellers informed about ESG practices and commitments.

100% of resellers with access to training on ESG practices

Governance and integrity

To be a protagonist in promoting governance and integrity, influencing the business environment through the adoption of best practices in governance and ethical conduct

1. Ensure a business culture with the highest level of integrity5

The 2023 diagnosis kept the Company at the Proactive level, the second highest. In 2024, action plans were implemented to address the improvement points identified in the diagnosis, and evaluations conducted internally with all senior management positions revealed progress on integrity culture topics. In 2026, a new survey will measure the evolution of integrity topics.

2. Ensure good practices of corporate governance

Grade A in MSCI (decrease compared to 2023) and Grade 86 in the Corporate Governance Dimension of ISE B3 (+3 points compared to 2023).

1. Considers management positions and above.

2. Reduction of the lost-time injury frequency (LTIF) from 0.96 in 2020 to 0.50 in 2030. LTIF: number of lost-time injuries x 1,000,000/working hours.

3. Reduction of process safety event (PSE) frequency from 1.55 in 2020 to 0.50 in 2030. PSE: number of occurrences x 1,000,000/working hours.

4. Differently from previously disclosed, this considers only own resources

5. Hearts & Minds Matrix.


2024 MANAGEMENT REPORT Graphics

Sustainability ratings and indexes

For many years, Ultrapar has participated in various national and international sustainability ratings and indexes, which classify organizations according to ESG criteria. The participation in these ratings and indexes is an external recognition of the Company and proves the accuracy of decisions and initiatives taken over the years. The detailed evaluation of indicators and metrics also contributes to identifying opportunities for improvement.

Ultrapar integrates the following ratings:

  • IGPTW B3 (Great Place to Work Index): Presence since 2023. The index, created in 2023, includes organizations recognized with the Great Place to Work certification.
  • MSCI (Morgan Stanley Capital International): Grade A in 2024.
  • FTSE4Good:  Average score of 3.1 in 2024. The scale varies from 0 to 5 for each factor considered: environmental, social and governance, and Ultrapar is present in the FTSE4Good Emerging Index and FTSE4Good Emerging Latin America Index.
  • CDP (Carbon Disclosure Project): Participation since 2008 and score C in the 2024 climate change questionnaire.
  • ISE B3 (Corporate Sustainability Index): One of the companies listed in the 19th portfolio of the index, which came into effect in January 2024. The next portfolio will be announced in April 2025.
  • IGC (Differentiated Corporate Governance Index) and ITAG (Differentiated Tag Along Index): Presence in the B3 portfolios since 2011.

Below are the main projects and initiatives of the year that enabled the results and progress in each of the sustainability material topics.

Environmental dimension

Energy transition

Actions in the energy transition agenda are carried out across three fronts: (i) Performance, focusing on reducing greenhouse gas (GHG) emissions and neutralizing those emissions that cannot be avoided, in line with the ESG 2030 Plan; (ii) Product, which concentrates the initiatives to develop and incorporate products and services with a lower carbon footprint into the portfolio; and (iii) Portfolio, through which the Company evaluates opportunities to operate in renewable energy sources, leveraging its network, expertise, and the strength of the brands in its portfolio.

In the Performance front, companies continued working to identify and implement technologies and initiatives that minimize direct emissions (scope 1), such as Ultragaz, which ended 2024 with approximately 98% of its light vehicle fleet running on ethanol. Another important milestone came from ICONIC, which met its target of reducing direct (scope 1) and indirect emissions related to electricity acquisition (scope 2) by 43% six years ahead of schedule. One of the initiatives enabling this result was the start of biomethane (renewable gas) supply by NEOGás to fuel boilers at its Duque de Caxias (RJ) plant. Ultrapar coordinated the acquisition of carbon credits for 2025, 2026, and 2027, enabling the holding company, Ipiranga, Ultragaz and Ultracargo to also offset their scope 1 emissions. Scope 2 emissions have been neutralized since 2021. It is noteworthy that Ipiranga has been offsetting GHG emissions from scopes 1 and 2 since 2014 and therefore, in 2024, celebrated a decade as a carbon-neutral company. Another highlight in this area was the recognition from the Brazilian GHG Protocol Program: Ipiranga, Ultragaz, and Ultracargo received the Gold Seal after presenting complete inventories (scopes 1, 2, and 3) verified by a third party.

On the Product front, Ipiranga remains one of Brazil's leading biofuel distributors. In 2024, it intensified marketing strategies to scale up the sale of the premium Ipimax line, launched in 2023. This line, consisting of additive diesel, gasoline, and ethanol, offers up to 5% higher performance than traditional fuels, thereby reducing GHG emissions from vehicles that use it. For the B2B market, Ipiranga offers Ipimax Diesel R5, which, in addition to the mandatory biodiesel blend and Ipimax additive, contains 5% fuel produced through the co-processing of vegetable oils and residual fats. Introduced in 2023, Ipimax Diesel R5 began to gain traction in 2024 with new contracts signed with customers in São Paulo state. Another highlight of the year was the partnership with a specialized and duly certified company for acquiring carbon credits for business customers, simplifying the emission offsetting process and strengthening Ipiranga’s value proposition for these customers.

On the Portfolio front, Ultragaz continued consolidating its position as an energy solutions company supporting its customers’ decarbonization journeys through LPG. In 2024, Ultragaz acquired a stake in Witzler, a company that trades renewable electric energy in the free market for high-voltage customers. Meanwhile, Ultragaz Energia Inteligente, which provides renewable energy to households and small businesses (low voltage), reached 140 MWp of contracted energy. The number of new contracts signed for customers using biomethane increased by 200% compared to the previous year. This performance reflects growing demand for low-carbon solutions and reaffirms the Grupo Ultra’s leadership in the energy transition, aligned with its ESG commitments. Additionally, Ultragaz became a pioneer in supplying BioLPG, produced from soybean oil and featuring a lower carbon footprint.

Another significant development in the Portfolio front was the acquisition in 2024 of a significant stake in Hidrovias do Brasil, a logistics company focused on the hydro modal, which is substantially less polluting than rail or road transport. This company operates in sectors closely tied to Brazil's agribusiness. The interiorization strategy initiated by Ultracargo in 2023 also brings the company closer to agribusiness and will allow it to increase the share of biofuels, especially corn ethanol, in its revenue. Approximately R$ 500 million was invested in 2024 for constructing a new terminal in Palmeirante (TO), expanding capacity at terminals in Rondonópolis (MT), Santos (SP), and Itaqui (MA), and building rail deviations to enable the Santos (SP) – Paulínia (SP) – Rondonópolis (MT) logistics corridor.

2024 MANAGEMENT REPORT Graphics

Eco-efficient operations

Ipiranga, Ultragaz and Ultracargo are committed to adopting best practices to minimize environmental impacts.

One of the ESG 2030 Plan's goals is to use 100% renewable and certified electric energy, a commitment fulfilled once again in 2024 through the acquisition of energy from the free market with traceability certificates and international energy certificates (I-RECs). This practice also enables the Company to neutralize indirect GHG emissions linked to electric energy acquisition (scope 2).

Another commitment of Ultrapar and its three main businesses is to eliminate the disposal of hazardous and non-hazardous waste in landfills by 2030. The companies continued implementing initiatives to reduce waste generation, improve waste segregation, raise employee awareness, qualify suppliers, and increase the volume of waste sent for recycling and other recovery methods. Since 2023, Ultrapar’s headquarters in São Paulo (SP) has been zero landfill. Ipiranga reduced the total waste sent to landfills to 10% (18% in 2023) thanks to various initiatives implemented as part of the Waste Master Plan launched in 2023. Some fuel distribution bases, such as Passo Fundo (RS) and Maceió (AL), achieved the most significant progress. At the Passo Fundo base, waste sent to landfills dropped from 49% in 2023 to just 1.54% in 2024; in Maceió, waste sent to landfills accounted for 33% of the total in 2024, compared to 54% the previous year. Ultragaz ended the year with 17 zero-landfill bases, three more than in 2023, reducing the total waste sent to landfills from 8% in 2023 to 5% in 2024. The company also worked to standardize practices across NEOGás units.  In 2024, three more Ultracargo terminals eliminated landfill waste: Santos (SP), Aratu (BA), and Rio de Janeiro (RJ). For 2025, the focus will be the Itaqui (MA) terminal, where the company plans to establish partnerships with local recycling cooperatives.

The third ESG 2030 Plan commitment relates to leaks with risks of soil and water contamination. Ipiranga, Ultragaz and Ultracargo have protection systems to prevent leaks and structured processes for containment and damage reduction should they occur. Ultracargo recorded a low-volume leak at the Santos terminal in 2024, with no impact on water bodies. All necessary measures were taken, including immediate notification to relevant environmental authorities, and no fines were imposed.

Social dimension

Inclusive culture and diversity

Ultrapar and its three main businesses continued diversity and inclusion actions to meet the ESG 2030 Plan targets.

Diversity is a key topic in Ultrapar’s onboarding training, which all new hires must complete. All professionals also undergo diversity and inclusion training as part of the Leadership Development Program (LDP). Awareness efforts span the entire year, with content shared on the internal social network. In March, during Women's Month, actions were held at the São Paulo and Campinas (SP) offices, including a lecture by a guest expert. Additionally, in 2024, daycare allowance was extended to fathers with children up to 2 years old, previously limited to mothers with children up to 1 year old.

At Ipiranga, initiatives within the Diversity Program stood out, such as Ipiranga Talent, an internship program reserving 50% of positions for Black individuals. In the 2024 edition, 55% of selected interns identified as Black or Brown. For people with disabilities (PwD), Ipiranga concluded Inclusão Tech, a program that trained 300 PwD individuals, of whom 25 were hired. These new employees continued their development through various technology training sessions and mentorships for career acceleration. The DE&I agenda continued to be frequently addressed through lectures, workshops, educational booklets, and communication channels. Additionally, managers and coordinators participated in awareness initiatives, including a workshop on inclusive leadership. Ultragaz also has a Diversity, Equity, Inclusion, and Accessibility Program through which it develops literacy actions for its employees on topics such as gender, race, people with disabilities, and LGBTQI+ individuals. In 2024, a project began to improve accessibility in restrooms and dressing rooms at its facilities and offices. One of the year’s awareness and literacy actions was the release of the 'Diversity Booklet.'

In addition to its commitment to the 2030 ESG Plan, which focuses on leadership positions, Ultracargo has been working since 2020 to increase the number of women in operations. The goal is to have 30% female representation in operational roles, and in 2024, this figure reached 16%. During the year, the company held another edition of its Operational Training Program, offering professional training to residents near its terminals interested in working in the liquid bulk storage sector. The 2024 edition took place in Palmeirante (TO), where Ultracargo is building a new terminal, with 50% of the course spots reserved for women. The company also launched its first affinity group, focused on gender, with representation across all terminals and headquarters. In addition to fostering personal and professional development, the group’s meetings, always attended by a leadership member, help map actions to retain women.

Some social projects supported through incentivized resources, managed by the Ultra Institute, also indirectly address the diversity topic. In 2024, one selected project promoted volleyball among children and teenagers in Canoas (RS), including classes for girls and people with disabilities (PWDs). Another initiative supported was "Football for Equality," offering football classes for girls in Fortaleza (CE). Ultragaz also sponsored the Brazil Ladies Cup tournament, promoting professional women's football and strengthening women's presence in the world's most popular sport.

2024 MANAGEMENT REPORT Graphics



                            Number of employees

 

2024

20231

Chg. %

2024 x 2023

Ipiranga

4,512

5,058

-11%

Ultragaz

3,711

3,556

+4%

Ultracargo

843

856

-2%

Ultrapar (Holding)

149

175

-15%

Others

3334343

364

-66-6%%

Total

9,558

10,009

-5%


1 2023 headcount revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months). Additionally, the number of  Ipiranga was adjusted, incorporating Millenium, Serra Diesel, and KMV (formerly Abastece consolidated in Ultrapar Mobilidade.

Health and safety

Ensuring the health and safety of people is an absolute priority for Ultrapar and its portfolio companies. The 2030 ESG Plan aims to reduce work-related and process-related accidents. In the consolidated results of Ultrapar and its three main businesses, the lost-time accident rate was 0.55 in 2024, compared to 0.78 the previous year, while the process accident rate reached 1.14, up from 0.73 in 2023. Providing health and quality of life programs to employees is another goal of the 2030 ESG Plan.

The topic's importance is evident in the governance and management model established. The highest level is the Safety Committee, which reports indicators in every Ultrapar Board of Directors meeting, detailing the most severe cases. There are also Safety Committees for companies and their operational units. Ultrapar maintains a Health Committee to address specific issues at its São Paulo (SP) headquarters.

Health and safety management systems in place comply with relevant regulations and are based on international standards, such as ISO 45001 for occupational health and safety, and the Hearts & Minds behavioral methodology. These systems include hazard and risk identification processes, implementation of control measures, continuous monitoring of relevant indicators (accidents, occupational illnesses, leaves, etc.), investigation of all incidents and accidents, reporting channels for deviations, and ongoing training and awareness actions.

In 2024, the second Health, Safety, and Environment (HSE) Meeting for the Ultra Group was held, led by the Ultrapar CEO and business Presidents, with around 120 leaders present and a live broadcast to all employees. The event reinforced the active role that leaders and employees should have regarding health, safety, and environmental protection and encouraged the exchange of best practices and lessons learned among participants.     

Ultrapar has specialists to manage the topic and periodically conducts emergency and evacuation drills in its offices in São Paulo (SP) and Campinas (SP), as well as safety and ergonomics inspections during the Health, Safety, and Sustainability Week, among other actions. In terms of health, it offers mental health and maternity support programs, organizes awareness campaigns on key dates, and interventions to promote a culture of self-care and prevention.

At Ipiranga, serious road accidents during fuel transportation decreased by 50% compared to 2023, thanks to cameras, telemetry systems, and other technologies installed in the fleet, as well as the engagement of partner transport companies in a program maintained by the company. For resellers, the company introduced a weekly newsletter on safety topics. The proactive reporting of deviations -a highly encouraged practice at Ipiranga -and the expansion of the scope monitored by the company increased the rates of leave-related and process-related accidents in 2024. However, it is worth noting that the severity rate of leave-related accidents dropped by 20%. In health, Ipiranga launched a program dedicated to pregnant women and enhanced its psychological support actions, now unified under a single mental health program.

Ultragaz recorded a 45% reduction in leave-related accidents compared to the previous year. These results stem from initiatives implemented to establish a robust safety culture, where individuals practice safe behaviors not out of obligation but conviction. In addition to ongoing training for employees and service providers, in recent years, the company has also invested in onboard technology for its fleet, a control tower to monitor movements, and improvements in contractor management processes.

Ultracargo continues to make significant investments to enhance management, implement new protective technologies, and strengthen the safety culture among its teams, with positive impacts on operational productivity and efficiency. The leave-related accident rate decreased by 24% compared to 2023. In 2024, the company organized its first Safety Pause, halting operations simultaneously across all terminals and inviting teams to participate in lectures, discussions, and activities on health and safety. At each terminal, a senior leader led the activities. The company also became the first in the logistics sector in Brazil to establish a partnership with the Department of Mining and Petroleum Engineering at the Polytechnic School of the University of São Paulo (USP) to train over 400 leaders and employees in operational risk management over three years.

2024 MANAGEMENT REPORT Graphics

Responsibility for the surrounding communities

In addition to managing and fostering relationships with communities near the Group’s business operations, the Company strives to collaborate with the socioeconomic development of surrounding communities and the sustainable growth of the country. Two major social causes have been established: education and income generation.

In education, efforts are coordinated by the Ultra Institute, with the support of the businesses, and divided into three main areas. The Institute focuses on improving management to enhance educational indicators, offering specialized advisory services and training to professionals from education departments and participating schools. The first municipality selected for this initiative was Santos, with the commitment to improve learning indicators and the IDEB over five years. The program has already trained approximately 700 professionals, including technical teams, principals, pedagogical coordinators, and mathematics and Portuguese language teachers from 35 municipal and state schools.

The Ultra Institute also directly addresses learning recovery for students in the final years (6th to 9th grade). In 2024, in partnership with the Municipal Education Department of Barcarena (PA) and Alicerce Educação, it invested in a pilot initiative for 300 students who received supplementary lessons during school off-hours.  Providing stipends, meals, and transportation, the project helped students recover about three school terms in math and Portuguese—equivalent to almost a full academic year. Additionally, the second unit of the Mão Amiga College, a philanthropic school of excellence located in Itapecerica da Serra (SP), will be established in Santos with the construction starting in 2025.      

Income generation projects are directly managed by the businesses, with support from the Ultra Institute. One initiative by Ipiranga in this area is the "Bora pro Posto" platform, launched in 2024, which provides free courses for anyone interested in working in the sector. It also allows users to upload their resumes to an exclusive talent bank—over 3,000 resumes have already been registered. Connecting diversity, equity, and inclusion efforts with its social responsibility strategy, the second edition of the "Operação Mulher Motorista" program trained women near company bases to work in the fuel transportation sector, offering 16 spots in 2024.  At Ultragaz, one initiative was the "Ultragaz Empreende" program, which trained 18 entrepreneurs in 2024. After completing the course, participants' business profitability increased by an average of 35%. Meanwhile, Ultracargo conducted another round of its Operational Training Program, which trains residents near its terminals to work in the bulk liquid storage segment. This time, the program was held in Palmeirante (TO), where the company is building a new terminal.

Another impactful program is "Saúde na Estrada," carried out by Ipiranga, which provides basic health services and guidance to truck drivers, travelers on Brazilian highways, and communities near Rodo Rede stations where the events are held. In 2024, more than 48,000 people were served in 95 cities across 14 states.

The company also responds to emergencies. In 2024, Ultra Institute, Ultrapar, and its portfolio companies mobilized to support Rio Grande do Sul after heavy rains hit the state between April and May. Food staples baskets, water, hygiene and cleaning kits, blankets, clothes, LPG, fuels, and lubricants were distributed to municipalities such as Canoas, Caxias do Sul, Passo Fundo, and Santa Maria. Ipiranga and Ultragaz, which have operational bases, fuel stations, and LPG resellers in the state, also provided support to employees, resellers, and the employees of the resellers affected. Subsequently, the Ultra Institute partnered with B3 Social to launch the "Segunda Chamada" campaign, raising R$ 3 million in total to rebuild kitchens in 39 schools in Canoas and enable the resumption of classes. Part of the funds will also be used to restore libraries, toy libraries, Chromebooks, and purchase school materials.

The Ultra Institute, Ipiranga, and Ultracargo also donated 1,500 food staples baskets to residents of Manaus (AM) and Rondonópolis (MT) affected by drought. In total, the company allocated over R$ 4 million to emergency actions in 2024.

The Ultra Institute also coordinates a volunteer program. In 2024, the third edition of the Social Acceleration Program was held, engaging volunteer employees from Ultrapar and its businesses to support non-governmental organizations (NGOs) in implementing solutions for their management challenges. That year, 120 employees helped 16 organizations focused on education in São Paulo (SP), Campinas (SP), Rio de Janeiro (RJ), and Duque de Caxias (RJ). The volunteers were able to take a specific training course on the topic, developed by Instituto Ultra and Fundação Dom Cabral. Ipiranga, Ultragaz, and Ultracargo also maintain their own volunteer initiatives.

Complementarily, Ultrapar, Ipiranga, Ultragaz, and Ultracargo support social responsibility projects through incentivized resources. In 2024, 59 initiatives were supported, receiving a total of R$ 36 million.

Value chain

The value chain of Ultrapar, Ipiranga, Ultragaz, and Ultracargo involves thousands of suppliers and resellers operating Ipiranga gas stations and Ultragaz dealerships. In addition to maintaining ethical business relationships, the company aims to contribute to the sustainability journey of its partners, fostering a virtuous cycle with positive societal impacts. 

Before establishing any partnership with these stakeholders, reputational analyses are conducted, totaling over 9,000 assessments in 2024. As part of the Integrity Program, conversation circles (small group meetings lasting an average of one hour) are also held, and online training sessions and content are made available for Ipiranga and Ultragaz resellers. In 2024, the company placed greater emphasis on suppliers, bringing the Integrity agenda to in-person events with critical suppliers.

The awareness efforts for the value chain extend beyond ethical topics. Ipiranga and Ultragaz offer training on other sustainability agenda topics to their resellers. With suppliers, progress has been made year after year across all three businesses. Through the Mover Program, Ipiranga engages, develops, and recognizes transportation companies in the road and waterway sectors, driving improvements in efficiency, safety, and environmental care. Since the program's launch in 2022, the company has reduced accidents involving heavy vehicles by 62%, increased the fleet's productivity by 17%, and decreased fuel loading times at bases by 12%, among other achievements. In 2024, Ipiranga began working more systematically with another critical group by launching the Excellence Program for Contractors. This initiative aims to disseminate best practices in safety, human and labor rights, and environmental management among partners contracted to manage construction at Ipiranga bases and stations.

2024 MANAGEMENT REPORT Graphics

Ultragaz intensified its engagement with suppliers in 2024, focusing on worker health and safety (WHS). Through the "Responsible Work" program, internal actions targeted contract managers' literacy, while external initiatives focused on educating suppliers about WHS best practices, including specific training and capacity-building sessions. Additionally, the company revised its Supplier Qualification Index (SQI), aligning it more closely with the group's responsible sourcing goals. Ultracargo identified its most critical suppliers, whose ESG practices will undergo analysis by an external specialized consultancy. Based on the diagnostics, customized improvement plans will be developed and implemented with the company's support.

It is worth noting that Ipiranga, Ultragaz and Ultracargo are signatories of the "Na Mão Certa" Business Pact by Childhood Brasil. They raise awareness among various stakeholders, including transportation partners and their employees, about the importance of combating the sexual exploitation of children and teenagers on Brazil's highways.

Since they fully or partially serve B2B customers, Ipiranga, Ultragaz, and Ultracargo are part of the value chain of various organizations and are increasingly receiving sustainability-related demands. In 2024, all three businesses participated in the sustainability assessment conducted by the EcoVadis platform. Ipiranga earned the ESG Commitment Seal, while Ultragaz received the Silver Medal, and Ultracargo achieved the Gold Medal. ICONIC, another Ultra Group company, also responded to the EcoVadis questionnaire in 2024 and was awarded the Gold Medal.

Governance dimension

Governance and integrity

Graphics

In 2024, the company celebrated 25 years of its initial public offering, becoming, in 1999, the first Brazilian company to be simultaneously listed on B3 and the New York Stock Exchange (NYSE). It is worth noting that since 2011, the company has been part of the Novo Mercado, a B3 listing segment that gathers companies with the most advanced governance and integrity practices.

The Board of Directors, Ultrapar's main governance body, ended 2024 with nine members, of which seven (78%) were independent, including the Chairman. Four members were serving their first term, and two were women.

In September 2024, the company announced changes to its governance structure to enhance decision-making agility and autonomy for its businesses. Specific Boards of Directors were established for Ipiranga, Ultragaz, and Ultracargo, effective from January 2025, composed of the Chairman of the Ultrapar Board, two independent directors from Ultrapar, the Ultrapar CEO, and the CEO of the respective company. With this change, Ultrapar's Executive Board will be composed of directors from the holding company. 

As outlined in the succession plan previously disclosed, the Board of Directors confirmed that Mr. Marcos Marinho Lutz would be nominated for the Board of Directors election during the Annual General Meeting and would assume the role of Chairman of the Board, serving as Executive Chairman. To assume the position of Ultrapar's CEO after the conclusion of this transition process, the Board approved the nomination of Rodrigo de Almeida Pizzinatto, the current CFO, with a mandate starting in April 2025. For the position of Chief Financial and Investor Relations Officer, the Board of Directors appointed Alexandre Palhares, who, since May 2024, had been serving as Chief Planning, Investor Relations, and Treasury Officer.

To manage risk, integrity, and audit issues, the Company relies on a dedicated Risks, Integrity and Audit department, whose activities span all businesses and which reports separately depending on each of its competencies. Administratively linked to Ultrapar's CEO, the Department reports to the Audit and Risk Committee regarding the management of corporate risks, consolidation of information and controls, and the overall internal audit process. Composed of three members, all independent directors of the Company, the Committee assists the Board of Directors in overseeing (i) the integrity and quality of financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the qualifications and independence of the independent auditor; (iv) the performance of the Company's internal audit functions (represented by the Risks, Integrity and Audit department) and independent auditors; and (v) risk management. For integrity issues, encompassed by the Company's Integrity Program, the Risks, Integrity and Audit department reports to the Conduct Committee, created in 2004 and composed of one external member and one independent director of the Company. The Committee's duties include (i) managing the application of the Code of Ethics, its guidelines, and related policies; (ii) supervising the application and effectiveness of the Code of Ethics principles; (iii) reviewing and approving the Integrity Program and supervising its implementation; and (iv) recommending appropriate disciplinary measures related to its competencies to Ultrapar's governing bodies and deciding whether to inform the Audit and Risk Committee or the Board of Directors.

2024 MANAGEMENT REPORT Graphics

Risk Management

The risk management structure coordinates Ultrapar’s integrated analysis of risks with a direct interface with each business, making the process comprehensive and with specific industry characteristics. Risk monitoring occurs independently within each company, covering internal and external aspects and evaluating scenarios quantified in terms of impact and vulnerability, which generate mitigating action plans.

The Risk Matrix comprises themes which cover the main threats to the businesses and are grouped into five families (Strategic and Sustainability; Operational; Financial and Capital Market; Integrity; and Cyber Risks), with an interdependent look and dynamic evaluations. In 2024, climate risks, identified in a study conducted by Ultrapar's Risk and Sustainability Management teams and the businesses, were formally incorporated into the Company's Risk Matrix.

The entire risk management process follows the guidelines of the Corporate Risk Management Policy, approved by the Board of Directors in 2021, which will be updated in 2025.

Internal and External Audits

The internal audit is responsible for assessing the internal procedures and controls of the businesses, identifying opportunities for improvement in the risk management process that contribute to updates of the risks map and the Integrity Program. The area also performs internal financial and operational audits, according to a plan approved by the Audit and Risks Committee and performs effectiveness tests of internal controls as part of the Sarbanes-Oxley Act (SOX) certification, a requirement for the financial statements published in the North American market. In 2024 the Company launched a program to transformally reorganize the SOX program within the Ultra Group, reviewing processes to promote greater security and efficiency in activities, with completion scheduled for 2025.

The external audit firm is responsible for auditing the Company’s financial statements, which consider the understanding of the internal controls that are relevant to the process of preparing the financial statements and conducting the necessary procedures to issue the independent auditor’s report on the individual and consolidated financial statements.

Ultrapar received the 2024 Transparency Trophy from ANEFAC, an initiative of the National Association of Executives, recognizing companies prioritizing clarity, quality, and transparency in their financial disclosures. The award involves evaluations by experts from Insper and UFRJ, among other academic institutions, assessing balance sheets and income statements of participants.

Integrity

Ultrapar's Integrity Program has as its main responsibilities (i) ensuring the standardization of the integrity structures across all portfolio businesses; (ii) drafting and reviewing the Code of Ethics and other integrity policies; (iii) conducting training and communication campaigns for employees and business partners; (iv) assessing business partners' compliance; and (v) managing the Open Channel, a tool available to all stakeholders for consultations and reporting deviations.

Ipiranga held over 50 discussion groups with internal audiences and advanced in training business partners and critical third parties through meetings and webinars, as well as specific actions through a themed calendar for resellers. Ultragaz intensified communication with internal audiences through Ethical Contact agendas and established dedicated actions for resellers, such as the Integrity onboarding process and the inclusion of training in the Ultragaz reseller platform, impacting award programs. Ultracargo conducted discussion groups with internal audiences, chats focused on managing integrity risks for leadership, as well as specific actions during the SIPAT Week addressing Prevention and Combating Harassment and the Integrity Week, discussing Business Ethics in Practice for administrative and operational audiences.

All documents comprising the Integrity Program were reviewed in 2024, including the Code of Ethics and the Policies on Conflicts of Interest, Related Party Transactions, Competition, and Anti-Corruption. With the approval of the new versions by the Board of Directors, the updated versions of the Code of Ethics and the Anti-Corruption Policy will be launched in 2025. The Company also continued organizing discussion groups for employees, suppliers, and resellers. For employees, topics like combating harassment, conflicts of interest, anti-corruption practices, and the operation of the Open Channel were covered in the 2024 sessions. Additionally, customized discussion groups by department addressed integrity risks most likely to occur in each area. Over 100 discussion groups were held, impacting more than 3,000 people.

In another front of the Integrity Program, reputational surveys of third parties across all businesses, including social organizations receiving support and sponsorship from the Ultra Group, were conducted. In 2024 over 9,000 analyses were completed.

The Company's goal is to reach the highest level of integrity on the Hearts & Minds Matrix (generative level). In the 2023 assessment, the Company remained positioned at the proactive level, the second-highest on the matrix, highlighting the strong commitment of leaders and employees to the Integrity Program. Based on the results, an action plan was developed, implementing a series of improvements already initiated in 2024. Evaluations conducted internally with all leadership showed progress in integrity culture topics. A new survey will be conducted in 2026 to evaluate the evolution of these themes.

2024 MANAGEMENT REPORT Graphics

Capital markets

Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 159 million/day in 2024 (+12% vs. 2023). Ultrapar shares closed 2024 quoted at R$ 15.88 on B3, a 40% decline in the year, while the Ibovespa index depreciated by 10%. On NYSE, Ultrapar shares dropped 51%, while the Dow Jones index appreciated 13% in the year. Ultrapar ended 2024 with a market cap of R$ 18 billion.

UGPA3 x Ibovespa performance

(base 100)

 Graphics

 

Dividends and interest on equity

Source: Broadcast

Dividend history
Fiscal year Total amount
(R$ million)
Dividend
per share (R$)
2024 769 0.70
2023 713 0.65
2022¹ 506 0.46
2021 404 0.37
2020 480 0.44

1Amounting to R$ 450 million (R$ 396 million net of income tax) in interest on equity and R$ 110 million in dividends

In 2024, Ultrapar declared dividends of R$ 769 million, which represent a payout of 30% on the net income attributable to shareholders after the legal reserve of 5%, and a dividend yield of 3% on the average price of Ultrpar’s shares.

2024 MANAGEMENT REPORT Graphics

Analysis of financial performance in 2024

Economic-operational environment

 

Macroeconomic indicators¹ 2024 2023 2024 x 2023
GDP 3.5% 2.9% 0.6pp
Inflation 4.8% 4.6% 0.2pp
Accumulated Selic rate 10.9% 13.0% -2.1pp
Average exchange rate (R$/US$) 5.39 5.00 8.0%
Brent crude oil (US$/barrel) 81 83 -2%

1Source: Brazilian Central Bank and Bloomberg; for the 2024 GDP, Focus report of 01/03/2025

The year 2024 was marked by volatility, with geopolitical tensions continuing to influence the global landscape, including ongoing conflicts in the Middle East and Ukraine and new trade disputes between major powers. Monetary policies remained restrictive in several regions, reflecting the inflationary and fiscal policies. Consumer and business confidence showed signs of recovery, albeit fragile.

In 2024, the Brazilian economy showed higher than expected GDP growth, driven by consumption. Inflation remained a challenge, prompting the Central Bank to raise the SELIC rate to 12.25% per year. Fiscal challenges persisted as a source of instability and concern, and alongside higher U.S. interest rates, contributed to the depreciation of the Brazilian Real against the dollar.  The GDP for 2024 is projected to grow close to 3.5%, according to the Focus report of 1/03/2025.

The fuel distribution market (gasoline, ethanol and diesel) recorded volume growth of 4% compared to 2023, with an increase of 6% in the Otto cycle and 3% in diesel, according to ANP data. The volume of the Otto cycle and Diesel benefited from higher competitiveness’ of ethanol and the improved economic performance. In the first half of 2024, irregular practices intensified, especially related to tax benefits granted in Amapá, which were revoked in April 2024, and the increase in naphtha imports, which entered the country as an input for the chemical industry with lower tax rates but were also sold as gasoline without full tax collection. In the second half, unlawful practices in the Otto Cycle decreased, but unlawful practices in Diesel increased due to biodiesel underblending, as mandate.

In the LPG market, total volume grew by 2% compared to 2023, according to ANP data, due to the 6% increase in the bulk segment, driven by the country's economic growth, and a 1% increase in the bottled segment.

In 2024, the liquid bulk storage sector in independent terminals grew by 3% compared to 2023, according to data from ABTL. This growth was mainly driven by an 6% increase in fuel handling, particularly in cabotage fuel transport and increased domestic handling of fuels and alcohols in Suape. Despite the drop in imports of derivatives throughout the year, Petrobras' lower participation in the national handling favored the independent terminal sector.

Considerations on the financial and operating information

The financial information presented on this document was extracted from the financial statements prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Hidrovias' results are accounted for with a two-month lag, impacting the share of profit (loss) of subsidiaries, joint ventures and associates in July 2024. Information on Ipiranga, Ultragaz and Ultracargo is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar's consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that preceded them.

Information denominated EBIT (Earnings Before Interest and Taxes), EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), Adjusted EBITDA, and Recurring Adjusted EBITDA is presented in accordance with Resolution 156, issued by the Brazilian Securities and Exchange Commission (“CVM”) on June 23, 2022.

Adjusted EBITDA considers adjustments for usual business transactions that affect results but do not generate cash flow, such as amortization of customer bonuses, amortization of fair value adjustment and capital loss of associates, and the effect of mark-to-market of future energy contracts. For Recurring Adjusted EBITDA, the company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by unique or extraordinary events, whether positive or negative.


2024 MANAGEMENT REPORT Graphics

Ipiranga

The volume sold by Ipiranga totaled 23,570 thousand m³ in 2024, an increase of 2% when compared to 2023, with a 5% growth in the Otto cycle due to increased use of ethanol at the expense of gasoline in the product mix and a 1% decline in diesel, mainly in spot markets.

Net revenues were R$ 121,336 million (+6% vs. 2023), due to pass-through of fuel cost increases and higher sales volumes. Cost of goods sold totaled R$ 114,730 million (+6% vs. 2023), due to higher fuel costs and sales volumes, partially offset by increased recognition of extraordinary tax credits.

Sales, general and administrative expenses totaled R$ 3,019 million (+3% vs. 2023), due to higher personnel expenses (collective bargaining agreement), technology service contracts, and one-off expenses related to office relocations in Rio de Janeiro and São Paulo, partially offset by lower contingency expenses and legacy network cleanup expenses completed in 2023.

The other operating results line recorded a negative R$ 513 million, an improvement of R$ 145 million compared to 2023, mainly due to lower costs with decarbonization credits, in line with carbon credits prices.

The line of results from disposal of assets totaled R$ 168 million (-2% vs. 2023), mainly due to capital gain in 2023 from the sale of the Rondonópolis base to Ultracargo, partially offset mainly by the higher sale of real estate assets.

Ipiranga’s recurring EBITDA totaled R$ 3,343 million in 2024 (-6% vs. 2023), due to lower margins (affected by unlawful practices in the industry and higher inventory levels) and higher expenses, offset by increased sales volumes.

Ultragaz

The volume sold by Ultragaz totaled 1,747 kton in 2024, an increase of 1% compared to 2023, as a result of a 3% growth of sales in the bulk segment, offset by a decrease of 1% in the bottled segment due to the commercial environment of the segment in the first half of 2024.

Net revenues were R$ 11,288 million (+6% vs. 2023), due to the pass-through of LPG cost increases and increased sales volumes. Cost of goods sold totaled R$ 8,895 million (+5% vs. 2023), due to higher LPG costs, increased sales volumes, and higher personnel expenses, partially offset by the recognition of extraordinary tax credits and the effect of mark-to market of future energy contracts.

Selling, general and administrative expenses totaled R$ 951 million (+3% vs. 2023), due to higher personnel expenses (mainly reflecting wage adjustments and new business acquisitions), partially offset by lower sales commission expenses.

The other operating results line totaled R$ 83 million in 2024, compared to R$ 20 million in 2023, mainly due to a R$ 54 million decrease in earnout payable related to the acquisition of Stella.

Ultragaz's recurring EBITDA was R$ 1,687 million in 2024 (+2% vs. 2023), due to higher sales volumes, a better sales mix and the pass-through of inflationary effects, despite higher costs and expenses.

Ultracargo

Ultracargo's average installed capacity was 1,067 thousand m³ in 2024 (+6% vs. 2023). The m³ sold was 17,143 thousand m³ (+9% vs. 2023), due to the startup of operations in Opla and Rondonópolis and higher fuel handling in Vila do Conde. 

Net revenues totaled R$ 1,076 million (+6% vs. 2023), as a result of  higher m³ sold, despite lower spot sales.

Cost of services provided totaled R$ 387 million (+9% vs. 2023), due to higher m³ sold and increased depreciation expenses, aligned with the capacity expansion.

Selling, general and administrative expenses totaled R$ 187 million (+5% vs. 2023), due to higher personnel expenses (mainly variable compensation and collective bargaining agreement) and advisory fees for expansion.

The other operating results line totaled R$ 14 million in 2024, compared to R$ 2 million in 2023, mainly due to customer and supplier indemnity revenues in 2024.

The share of profit of subsidiaries line totaled R$ 3 million in 2024 (-73% vs. 2023), mainly due to the gain from the demobilization of União Vopak in 2023.

Ultracargo recorded an EBITDA of R$ 668 million in 2024 (+6% vs. 2023), due to higher m³ sold, spot tariffs and contractual adjustments, despite higher costs and expenses.

2024 MANAGEMENT REPORT Graphics


Ultrapar

R$ million

 ULTRAPAR - Income statement  2024 2023 Δ (%)
2024 v 2023
Net revenues from sales and services 133,499 126,049 6%
Cost of products sold and services provided (123,812) (116,730) 6%
Gross profit 9,687 9,318 4%
Operating revenues (expenses)    
Selling and marketing (2,500) (2,253) 11%
General and administrative (1,872) (2,018) -7%
Results from disposal of assets 172 122 41%
Other operating income (expenses), net (414) (603) 31%
Operating income 5,073 4,566 11%
Financial result, net    
Financial income 881 881 0%
Financial expenses (1,813) (1,880) -4%
Total share of profit (loss) of subsidiaries, joint ventures and associates (130) 12 n/a
Income before income and social contribution taxes 4,012 3,579 12%
Income and social contribution taxes    
Current (1,125) (1,396) -19%
Deferred (361) 335 -208%
Net income 2,526 2,518 0%
Net income attributable to:    
Shareholders of Ultrapar 2,363 2,440 -3%
Non-controlling interests in subsidiaries 163 78 109%
EBITDA 6,117 5,724 7%
Amortization of contractual assets with customers - exclusive rights 555 607 -9%
Amortization of fair value adjustments on associates acquisition 2 - n/a
MTM of energy futures contracts  (64) -  
Adjusted EBITDA 6,610 6,332 4%
Ipiranga1 4,445 4,298 3%
Ultragaz  1,817 1,648 10%
Ultracargo 668 631 6%
Hidrovias2 (95) - n/a
Holding and other companies1    
Holding (195) (209) 7%
Other companies (31) (1) n/a
Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma 2 24 -93%
Elimination of the sale of the Rondonópolis base - (59) n/a
Non-recurring items that affected EBITDA    
(-) Results from disposal of assets (Ipiranga) (168) (169) na
(-) Credits and provisions (Ipiranga) (934) (583) 60%
(-) Earnout Stella (Ultragaz) (54) - n/a
(-) Credits and provisions (Ultragaz) (76) - n/a
(-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma (2) (24) 93%
(+) Elimination of the sale of the Rondonópolis base - 59 n/a
Recurring Adjusted EBITDA 5,377 5,615 -4%
Ipiranga1 3,343 3,546 -6%
Ultragaz  1,687 1,648 2%
Ultracargo 668 631 6%
Hidrovias2 (95) - n/a
Holding and other companies1    
Holding (195) (209) 7%
Other companies (31) (1) n/a
Depreciation and amortization3 1,731 1,754 -1%

Balances prior to 2024 restated between the Ipiranga segments and other companies, reflecting the new organizational structure of KMV (formerly Abastece aí).

Values related to the “share of profit (loss) of subsidiaries, joint ventures and associates” in Hidrovias.

Includes amortization with contractual assets with customers – exclusive rights


2024 MANAGEMENT REPORT Graphics


Ultrapar recorded net revenues of R$ 133,499 million (+6% vs. 2023), primarily driven by higher revenues from Ipiranga and Ultragaz. Cost of goods sold and services provided totaled R$ 123,812 million (+6% vs. 2023), due to increased costs at Ipiranga and Ultragaz. Gross profit thus amounted to R$ 9,687 million (+4% vs. 2023).

Selling, general and administrative expenses totaled R$ 4,372 million (+2% vs. 2023), impacted mainly by inflation and collective bargaining agreement.

The other operating results line recorded a negative R$ 414 million, an improvement of R$ 189 million compared to 2023, mainly due to lower expenses with decarbonization credits at Ipiranga and a decrease of R$ 54 million in the earnout payable due to the Ultragaz’ acquisition of Stella.

The line of result from disposal of assets totaled R$ 172 million (+41% vs. 2023), primarily due to increased sales of land and other assets by Ipiranga.

Ultrapar’s Recurring Adjusted EBITDA totaled R$ 5,377 million (-4% vs. 2023), mainly due to lower EBITDA at Ipiranga and the share of profit (loss) of Hidrovias, offset by higher EBITDA at Ultragaz and Ultracargo.

Total depreciation and amortization costs and expenses were R$ 1,731 million (-1% vs. 2023), due to lower amortization of bonuses at Ipiranga, partially offset by higher investments over the past 12 months.

Ultrapar recorded net financial expenses of R$ 932 million, compared to R$ 999 million in 2023, due to the positive effect of lower net debt costs and the effect of the reduction of subscription bonus costs, partially offset by the mark-to-market of derivatives.

Ultapar’s net income totaled R$ 2,526 million, stable compared to 2023.

Results from the Holding and other companies

Ultrapar recorded a negative result of R$ 224 million in 2024 (vs. negative result of R$ 211 million in 2023), comprised of (i) R$ 195 million negative result from Holding, (ii) R$ 31 million of EBITDA from other companies, and (iii) positive one-off provisions of R$ 2 million related to the divestments of Oxiteno and Extrafarma.


Share of Profit (Loss) of Subsidiaries, Joint Ventures and Associates for Hidrovias

Ultrapar showed a negative result of R$ 95 million in 2024, related to Ultrapar’s share in the loss reported by Hidrovias, mainly due to the negative impact of the water crisis on operations and higher financial expenses.

Indebtedness

Ultrapar ended 2024 with a total net debt of R$ 7,756 million (1.4x Adjusted LTM EBITDA1) compared to R$ 6,121 million on December 31, 2023 (1.1x Adjusted LTM EBITDA1). The increase in net debt is mainly due to the R$ 1.8 billion acquisition in Hidrovias and the share buyback program, partially offset by the receipt of the final installment from the sales of Oxiteno of R$ 755 million and Extrafarma of R$ 221 million. The increase in financial leverage reflects the higher net debt and lower EBITDA.

1 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits.

2024 MANAGEMENT REPORT Graphics

Investments

 

Organic investments by business – R$ million

Graphics



 Balances prior to 2024 were restated between the segments Ipiranga and other companies, reflecting the new

organizational structure of KMV (formerly abastece ).


   

In 2024, Ultrapar invested R$ 2,213 million, of which R$ 1,304 million (59%) was allocated to business expansion and R$ 909 million to maintenance and other investments. The 14% increase compared to the amount invested in 2023 is mainly explained by higher investments in Ultracargo.

Ipiranga invested R$ 1,001 million in 2024, primarily allocated to the expansion and maintenance of service station and franchise networks, logistics infrastructure, and technology platform upgrades. Of the total investments, R$ 259 million refer to additions to fixed and intangible assets, R$ 632 million to contractual assets with customers (exclusive rights), and R$ 110 million to installments of financing granted to customers and rent advances, net of receipts.

Ultragaz invested R$ 437 million in 2024, mainly in facilities for new bulk customers, acquisition and replacement of bottles, expansion into new energy sectors, and operational maintenance.

Ultracargo’s investments totaled R$ 677 million in 2024, focusing on construction or expansion projects at the terminals in Palmeirante, Opla, Itaqui, Santos, and Rondonópolis, payments for concessions at Vila do Conde and Itaqui, and improvements for operational efficiency, maintenance, and safety at the terminals.

Relationship with independent auditors

The Company has a policy for hiring the services to be provided by independent auditors guaranteeing that there is no conflict of interests, loss of independence or objectivity in the auditing services of the financial statements.

Pursuant to CVM Resolution 162/22, we inform that during the fiscal year 2024, we did not contract our independent auditors to perform work other than the audit of the financial statements.

Deloitte started its external audit services for Ultrapar in 2022.





4Q24 Earnings Release
Graphics



São Paulo, February 26, 2025  Ultrapar Participações S.A. (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), operating in energy, mobility, and logistics infrastructure through Ultragaz, Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3, “Hidrovias”), today announces its results for the fourth quarter of 2024.




Net Revenue

Adjusted EBITDA¹

Recurring Adjusted EBITDA¹

Net Income

Cash generation from operations


4Q24


R$ 35.4

billion

R$ 2.4

billion

R$ 1.3
billion

R$ 881
million

R$ 2.2

billion





 

 

 

 

 

2024


R$ 133.5

billion

R$ 6.6
billion

R$ 5.4
billion

R$ 2.5
billion

R$ 3.7
billion


 

¹ Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 3

Highlights

  • Continuity of good operating results of Ultrapar.
  • Approval of distribution of dividends of R$ 493 million, equivalent to R$ 0,45 per share, in complement to the payment of dividends of R$ 276 million in August 2024, totaling R$ 769 million (R$ 0,70/share and dividend yield of 3%).
  • Extraordinary tax credits and provisions of R$ 1 billion in 4Q24.
  • Approval of a share buyback program for up to 25 million shares.
  • Signing of an Agreement for Advance for Future Capital Increase (AFAC) with Hidrovias in the amount of R$ 500 million, which was advanced on December 27, 2024.
  • Announcement of a partnership between Ultragaz and Supergasbrás for the construction and operation of a terminal at Pecém Port (CE) for handling of LPG, subject to the approval of CADE (Administrative Council for Economic Defense).
  • Disclosure of the organic investment plan for 2025 of up to R$ 2.5 billion, mainly for the expansion of Ipiranga, Ultragaz and Ultracargo, and for the sustaining and safety of the operating units.
  • Update on Ultrapar’s Succession Plan. The Board of Directors (BoD) will appoint Marcos Lutz to (i) be part of the slate in the election of the board of directors to be held at the 2025 General Meeting of Shareholders; and (ii) assume the position of Chairman of the Board. Following the completion of this process, Rodrigo Pizzinatto will assume the position of Chief Executive Officer of Ultrapar, and Alexandre Palhares will assume the role of Chief Financial and Investor Relations Officer. 

Graphics

 



4Q24 Graphics


Message from the Management


In 2024, Ultrapar had another year of significant progress. Despite the volatility and uncertainties, our three main businesses delivered good operational results. We highlight the continued growth of Ultragaz and Ultracargo, and the resilience of Ipiranga, even in an environment of significant unlawful practices in the fuel market.

The strong operational cash generation allowed the Company to maintain its financial leverage ratio at comfortable levels, even with higher levels of organic investments for the expansion of existing businesses and the acquisition of a significant equity stake in Hidrovias do Brasil.

We invested R$ 2.2 billion in 2024, allocating R$ 1.3 billion (59%) for expansion and R$ 900 million for the maintenance. We also invested R$ 1.8 billion to acquire a 42% stake in Hidrovias do Brasil, including the resources of the instrument of advance for future capital increase, our largest capital allocation in a single asset in the past 10 years, aiming at the long-term value generation potential of the company. We also acquired a stake in Witzler for R$ 124 million, which complemented our portfolio of energy solutions at Ultragaz by integrating a renewable energy trader.

We celebrated 25 years as a publicly traded company by launching our new brand, reflecting our essence and important attributes that drive us towards the future. We evolved our governance model by establishing Boards of Directors in the business, providing greater agility, autonomy, and accountability in each business, as well as efficiency and influence in performance tracking. These actions reaffirm and consolidate the Company strategy as a shareholder and capital allocator focused on long-term value generation and solid governance, allowing the Ultrapar Board of Directors discussions to focus on capital allocation, portfolio management, and talent development aligned with our corporate culture.

As part of our succession plan, we announced the planned transition process for the roles of Chief Executive Office and Chief Financial and Investor Relations Officer, set to be concluded in April 2025.

Additionally, we advanced in our sustainability journey, a key component of Ultrapar's strategy and the basis for updating our 2030 ESG plan, which will be completed in 2025.

We ended 2024 with net revenue of R$133 billion, 6% higher than in 2023. We achieved a recurring EBITDA of R$ 5.4 billion and net income of R$ 2.5 billion, of which R$ 769 million will be distributed as dividends to shareholders.

We announced our investment plan for 2025, totaling R$ 2.5 billion. The amount allocated for business expansions is R$ 1.5 billion of the total and includes projects at Ipiranga, Ultragaz, and Ultracargo. The remaining will be directed to asset maintenance, safety, service station upgrades, acquisition of bottles, and investments in technology, particularly the ERP replacement at Ipiranga.

We entered 2025 in a challenging global environment, marked by geopolitical tensions, high interest rates, and economic instability. However, we are prepared to face these challenges and seize opportunities with an engaged leadership team and strengthened businesses, continuing our growth and value-creation journey. We thank our customers, suppliers, shareholders and other stakeholders for the trust and partnership in the continuous evolution of the Company. In particular, we thank all our employees for their dedication, commitment and achievements throughout the year.

Jorge M. T. Camargo

Marcos Marinho Lutz

Chairman of the Board of Directors

Chief Executive Officer


Considerations on the financial and operational information

The financial information presented in this document were extracted from the financial statements prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The result of Hidrovias is accounted for with a two-month delay, impacting Ultrapar’s result through the “share of profit (loss) of subsidiaries, joint ventures and associates” line starting from July 2024. The information on Ipiranga, Ultragaz and Ultracargo is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that preceded them.

Information denominated EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income), EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and Recurring Adjusted EBITDA are presented in accordance with Resolution 156, issued by the CVM on June 23, 2022.

Adjusted EBITDA considers adjustments from usual business transactions that impact the results but do not have potential cash generation, such as the amortization of contractual assets with customers – exclusive rights, amortization the fair value adjustments of associates, and the effect of mark-to-market of energy future contracts. Regarding Recurring Adjusted EBITDA, the Company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by exceptional events, whether positive or negative. Below is the calculation of EBITDA from net income:


4Q24 Graphics


R$ million

ULTRAPAR  Quarter   Year 
 4Q24   4Q23   3Q24   2024   2023 
Net income 881 1,114 698 2,526 2,518
(+) Income and social contribution taxes 776 523 308 1,486 1,061
(+) Net financial (income) expenses 335 170 108 932 999
(+) Depreciation and amortization1 299 318 275 1,173 1,146
EBITDA 2,291 2,126 1,389 6,117 5,724
Accounting adjustment
     
(+) Amortization of contractual assets with customers - exclusive rights 152 162 148 555 607
(+) Amortization of fair value adjustments on associates acquisition 0               - 0 2               -
(+) MTM of energy futures contracts  (64)               -               - (64)               -
         
Adjusted EBITDA 2,379 2,287 1,537 6,610 6,332
Ipiranga2 1,841 1,757 967 4,445 4,298
Ultragaz  554 406 448 1,817 1,648
Ultracargo 169 155 168 668 631
Hidrovias3 (104)               - 9 (95)               -
Holding and other companies2




Holding (50) (53) (52) (195) (209)
Other companies (17)   (2) (4) (31) (1)
Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma (14) 24
              - 2 24
Elimination of the sale of the Rondonópolis base -               -               -               - (59)
Non-recurring items that affected EBITDA
     
(-) Results from disposal of assets (Ipiranga) (63) (14) (31) (168) (169)
(-) Credits and provisions (Ipiranga) (934) (583)               - (934) (583)
(-) Earnout Stella (Ultragaz) (37)               -               - (54)               -
(-) Credits and provisions (Ultragaz) (76)               -               - (76)               -
(-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma 14 (24)               - (2) (24)
(+) Elimination of the sale of the Rondonópolis base -               -                 -               -   59
Recurring Adjusted EBITDA 1,284
1,666 1,506 5,377 5,615
Ipiranga2 844 1,160 936 3,343 3,546
Ultragaz 441 406 448 1,687 1,648
Ultracargo 169 155 168 668 631
Hidrovias3 (104)               - 9 (95)               -
Holding and other companies2




Holding (50) (53) (52) (195) (209)
Other companies (17) (2) (4) (31) (1)


1Includes amortization with contractual assets with customers – exclusive rights

2Balances prior to 2024 restated between the Ipiranga segments and other companies, reflecting the new organizational structure of KMV (formerly abastece aí).

3Values related to the “share of profit (loss) of subsidiaries, joint ventures and associates” in Hidrovias.


4Q24 Graphics


R$ million

ULTRAPAR

Quarter

Year

4Q24

4Q23

3Q24

4Q24 x 4Q23

4Q24 x 3Q24

2024

2023

2024 x 2023

Net revenues

35,401

33,421

35,358

6%

0%

133,499

126,049

6%

Adjusted EBITDA

2,379

2,287

1,537

4%

55%

6,610

6,332

4%

Recurring Adjusted EBITDA1

1,284

1,666

1,506

-23%

-15%

5,377

5,615

-4%

Depreciation and amortization2

(452)

(480)

(423)

6%

-7%

(1,731)

(1,754)

1%

Financial result

(335)

(170)

(108)

-97%

-210%

(932)

(999)

7%

Net income

881

1,114

698

-21%

26%

2,526

2,518

0%

Investments

776

820

519

-5%

50%

2,213

1,949

14%

Cash flow from operating activities

2,231

1,761

780

27%

186%

3,736

3,850

-3%

¹ Non-recurring items described in the EBITDA calculation table – page 3

² Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition


Net revenues Total of R$ 35,401 million (+6% vs. 4Q23), mainly driven by higher revenues from Ipiranga and Ultragaz. Compared to 3Q24, net revenue remained stable. In 2024, net revenues totaled R$ 133,499 million, a 6% increase compared to 2023.

Recurring Adjusted EBITDA – Total of R$ 1,284 million (-23% vs. 4Q23 and -15% vs. 3Q24), primarily due to lower EBITDA from Ipiranga and the impact of share of loss of Hidrovias. In 2024, Recurring Adjusted EBITDA totaled R$ 5,377 million, 4% lower than in 2023.

Results from the Holding and other companies – Negative result of R$ 81 million, driven by (i) R$ 50 million from the Holding expenses,(ii) a negative result of R$ 17 million from other companies, mainly due to the worse performance of Refinaria Riograndense, and (iii) one-ff provisions of R$ 14 million related to the sale of Oxiteno and Extrafarma. In 2024, the result was negative R$ 224 million, driven by (i) R$ 195 million in Holding expenses (ii) negative result of R$ 31 million from other companies, and (iii) positive one-off provisions of R$ 2 million related to the sale of Oxiteno and Extrafarma.

Share of Profit (Loss) of Subsidiaries, Joint Ventures and Associates for Hidrovias - Negative result of R$ 104 million in 4Q24, equivalent to Ultrapar’s share in the results of Hidrovias, mainly due to due to the negative impact of the low water levels and higher financial expenses

Depreciation and amortization – Total of R$ 452 million, a 6% decrease compared to 4Q23, mainly due to a one-off adjustment related to a change in the bonus methodology in 4Q23. Compared to 3Q24, there was a 7% increase due to higher depreciation and amortization expenses at Ultragaz. In 2024, depreciation and amortization expenses totaled R$ 1,731 million, 1% lower than in 2023.

Financial result – Ultrapar recorded net financial expenses of R$ 335 million in 4Q24 (worsening by R$ 165 million vs. 4Q23 and R$ 227 million vs. 3Q24), mainly reflecting the one-off negative mark-to-market effect of R$ 131 million this quarter. In 2024, net financial expenses amounted to R$ 932 million, an improvement of R$ 67 million compared to 2023, despite the one-off negative impact of R$ 142 million during the year, due to the lower CDI rate and lower average net debt.

Net income – Total of R$ 881 million (-21% vs. 4Q23), due to higher net financial expenses and the reversal of R$ 124 million in deferred income tax related to KMV, due to a lower expectation of realization over the next five years. These effects were partially offset by extraordinary tax credits registered in 4Q24. Compared to 3Q24, net income increased by 26%, driven by the effect of extraordinary tax credits, partially offset by higher net financial expenses and deferred income tax. In 2024, net income totaled R$ 2,526 million, stable compared to 2023.

Cash flow from operating activities - Operating cash generation of R$ 3,736 million in 2024, compared to R$ 3,850 million in 2023, due to higher investment in working capital, driven by a lower imported product mix.


4Q24 Graphics


R$ million

IPIRANGA

Quarter

Year

4Q24

4Q23

3Q24

4Q24 x 4Q23

4Q24 x 3Q24

2024

2023

2024 x 2023

Total volume (000 m³)

6,013

6,099

6,123

-1%

-2%

23,570

23,105

2%

Diesel

2,974

3,162

3,283

-6%

-9%

12,023

12,093

-1%

Otto cycle

2,941

2,851

2,735

3%

8%

11,148

10,656

5%

Others1

99

86

105

15%

-6%

399

356

12%

Adjusted EBITDA (R$ million)

1,841

1,757

967

5%

90%

4,445

4,298

3%

Adjusted EBITDA margin (R$/m³)

306

288

158

6%

94%

189

186

1%

Non-recurring²

997

597

31

67%

n/a

1,101

752

46%

Recurring Adjusted EBITDA (R$ million)

844

1,160

936

-27%

-10%

3,343

3,546

-6%

Recurring Adjusted EBITDA margin (R$/m³)

140

190

153

-26%

-8%

142

153

-8%

Recurring Adjusted LTM EBITDA (R$ million)³

3,343

3,546

3,660

-6%

-9%

 

 

 

Recurring Adjusted LTM EBITDA margin (R$/m³)

142

153

155

-8%

-8%

 

 

 

¹ Fuel oils, arla 32, kerosene, lubricants and greases

² Non-recurring items described in the EBITDA calculation table – page 3

 

Operational performance – Ipiranga’s sales volume decreased by 1% compared to 4Q23, with a 6% decline in diesel, mainly in the spot market, partially offset by a 3% increase in the Otto cycle, with a greater share of ethanol in the product mix. Compared to 3Q24, the volume was 2% lower, mainly due to a 9% drop in diesel, partially offset by an 8% increase in the Otto cycle. In 2024, sales volume totaled 23,570 thousand m³, 2% higher than in 2023.

Net revenues – Total of R$ 32,097 million (+5% vs. 4Q23), mainly due to the pass through of fuel costs increases.  Compared to 3Q24, net revenue remained stable. In 2024, net revenues amounted to R$ 121,336 million, a 6% increase compared to 2023.

Cost of goods sold – Total of R$ 29,789 million (+5% vs. 4Q23), mainly due to higher fuel costs, partially offset by increased recognition of extraordinary tax credits. Compared to 3Q24, costs decreased by 3%, mainly due to the positive effect of extraordinary tax credits, offset by higher biodiesel costs (15% increase in the period). In 2024, cost of goods sold totaled R$ 114,730 million, 6% higher than in 2023.

Selling, general and administrative expenses – Total of R$ 729 million (-13% vs. 4Q23), due to lower personnel expenses and one-off expenses related to the conclusion of the service station cleaning process of the legacy network and marketing expenses in 4Q23. Compared to 3Q24, selling, general and administrative expenses decreased by 3%, due to lower expenses with allowance for expected credit losses and personnel expenses. In 2024, SG&A totaled R$ 3,019 million, a 3% increase over 2023.

Other operating results – Total of negative R$114 million (improvement of R$16 million vs 4Q23 and R$9 million compared to 3Q24), mainly due to lower expenses with decarbonization credits. In 2024, the total amounted to a negative R$ 513 million, an improvement of R$ 145 million compared to 2023.

Result from disposal of assets – Total of R$63 million, an increase of R$49 million compared to 4Q23 and R$ 32 million compared to 3Q24, reflecting mainly the higher sale of real estate assets.

Recurring Adjusted EBITDA  Total of R$ 844 million (-27% vs. 4Q23 and -10% vs. 3Q24), mainly impacted by lower margins (affected by unlawful practices in the sector and higher inventory levels), as well as a reduction in sales volume, partially offset by lower expenses. In 2024, Recurring Adjusted EBITDA totaled R$ 3,343 million, a 6% decrease compared to 2023, mainly due to unlawful practices in the sector throughout the year.


4Q24 Graphics


R$ million

ULTRAGAZ

Quarter

Year

4Q24

4Q23

3Q24

4Q24 x 4Q23

4Q24 x 3Q24

2024

2023

2024 x 2023

Total volume (kton)

435

423

473

3%

-8%

1,747

1,738

1%

Bottled

282

275

297

3%

-5%

1,113

1,122

-1%

Bulk

154

148

175

4%

-12%

633

616

3%

Adjusted EBITDA1 (R$ million)

554

406

448

36%

24%

1,817

1,648

10%

Adjusted EBITDA margin (R$/ton)

1,272

960

948

32%

34%

1,040

948

10%

Non-recurring2

113

-

-

n/a

n/a

130

-

n/a

Recurring Adjusted EBITDA1 (R$ million)

441

406

448

9%

-2%

1,687

1,648

2%

Recurring Adjusted EBITDA margin (R$/ton)

1,014

960

948

6%

7%

966

948

2%

Recurring Adjusted LTM EBITDA(R$ million)

1,687

1,648

1,652

2%

2%

 

 

 

Recurring Adjusted LTM EBITDA margin² (R$/ton)

966

948

953

2%

1%

 

 

 

¹ Includes contribution from the result of new energies

² Non-recurring items described in the EBITDA calculation table – page 3


Operational performance – The volume sold by Ultragaz in 4Q24 increased by 3% compared to 4Q23, as a result of a 4% increase in sales of bulk LPG, mainly due to higher sales to industries, as well as a 3% increase in sales of bottled LPG, driver by higher market demand. Compared to 3Q24, sales volume was 8% lower, reflecting the typical seasonality between the periods. In 2024, sales volume reached 1,747 thousand tons, a 1% increase compared to 2023.

Net revenues – Total of R$ 3,068 million (+20% vs. 4Q23), mainly due to the pass through of increased costs and higher sales volume. Compared to 3Q24, net revenues increased by 1%. In 2024, net revenues amounted to R$ 11,288 million, 6% higher than in 2023.

Cost of goods sold – Total of R$ 2,321 million (+15% vs. 4Q23), due to LPG cost increase, higher sales volume, and higher personnel expenses, partially offset by the recognition of extraordinary tax credits and the effect of mark-to-market of energy futures contracts, which totaled R$ 150 million in 4Q24. Compared to 3Q24, cost of goods sold decreased by 4%, mainly due to the effect of tax credits and mark-to-market previously mentioned, as well as lower sales volume. In 2024, cost of goods sold was R$ 8,895 million, a 5% increase compared to 2023.

Sales, general and administrative expenses - Total of R$ 271 million (+16% vs. 4Q23 and +13% vs. 3Q24), due to higher expenses with personnel (mainly reflecting collective bargaining agreement and new business acquisitions) and lawsuits. In 2024, SG&A totaled R$ 951 million, a 3% increase over 2023.

Other operating results – Total of R$ 45 million, an improvement of R$ 39 million vs. 4Q23 and R$ 33 million compared to 3Q24, due to the effect of the reduction of R$ 37 million in the earnout payable from the acquisition of Stella.

Recurring Adjusted EBITDA – Total of R$ 441 million (+9% vs. 4Q23), due to higher sales volume and a better sales mix, as well as a greater contribution from new energies, despite higher costs and expenses, mainly due to freight expenses and the effects of inflation.  Compared to 3Q24, Recurring Adjusted EBITDA decreased by 2%, due to lower sales volume and higher expenses. In 2024, Recurring Adjusted EBITDA was R$ R$ 1,687 million, 2% higher than in 2023.

4Q24 Graphics


R$ million

ULTRACARGO

Quarter

Year

4Q24

4Q23

3Q24

4Q24 x 4Q23

4Q24 x 3Q24

2024

2023

2024 x 2023

Installed capacity¹ (‘000 m³)

1,067

1,067

1,067

0%

0%

1,067

1,009

6%

sold (‘000 m³)

4,283

4,276

4,357

0%

-2%

17,143

15,707

9%

Adjusted EBITDA (R$ million)

169

155

168

9%

1%

668

631

6%

Adjusted EBITDA margin (%)

60%

60%

63%

-0,3pp

-3,2pp

62%

62%

-0.1pp

Adjusted LTM EBITDA (R$ million)

668

631

653

6%

2%

 

 

 

Adjusted LTM EBITDA margin (%)

62%

62%

62%

-0,1pp

-0,1pp

 

 

 

¹ Monthly average

 

 

 

 

 

 

 

 

Operational performance - The average installed capacity remained stable across the periods. The m³ sold also remained stable compared to 4Q23, with higher handling in Opla offset by lower spot handling of fuel and chemicals in Santos. Compared to 3Q24, the m³ sold decreased by 2%, due to lower fuel handling in Suape, partially offset by higher handling in Opla. In 2024, the m³ sold totaled 17,143 thousand m³, a 9% increase compared to 2023.

Net revenues – Total of R$ 283 million (+10% vs. 4Q23 and +6% vs. 3Q24), due to a better mix sales and higher spot and contractual rates, partially offset by lower spot sales of fuel. In 2024, net revenues reached R$ 1,076 million, a 6% increase compared to 2023.

Cost of services provided - Total of R$ 102 million (+10% vs. 4Q23), due to higher costs with materials and maintenance. Compared to 3Q24, cost of services provided increased by 5%, due to higher costs with materials costs. In 2024, cost of services provided amounted to R$ 387 million, a 9% increase compared to 2023.

Sales, general and administrative expenses - Total of R$ 52 million (+12% vs. 4Q23 and +15% vs. 3Q24), due to higher expenses with personnel (mainly variable compensation) and advisory and consultancy expenses related to expansion projects. In 2024, SG&A totaled R$ 187 million, a 5% increase over 2023.

Adjusted EBITDA – Total of R$ 169 million (+9% vs. 4Q23 and +1% vs. 3Q24), mainly due to the better mix of sales and higher tariffs from spot sales and contractual adjustments. In 2024, Adjusted EBITDA was R$ 668 million, 6% higher than in 2023.

R$ million

ULTRAPAR - Indebtedness

Quarter

4Q24

4Q23

3Q24

Cash and cash equivalents

8,032

7,171

7,370

Gross debt

(14,302)

(11,768)

(13,848)

Leases payable

(1,485)

(1,524)

(1,489)

Net debt

(7,756)

(6,121)

(7,968)

Net debt/Adjusted LTM EBITDA1

1.4x

1.1x

1.3x

Trade payables – reverse factoring (draft discount)

(1,015)

(1,039)

(1,291)

Financial liabilities of customers (vendor)

(180)

(309)

(211)

Receivables from divestments (Oxiteno and Extrafarma)

-

924

-

Net debt + draft discount + vendor + receivables

(8,950)

(6,545)

(9,470)

Average gross debt duration (years)

3.2

3.8

3.3

Average cost of gross debt

110% DI

108% DI

110% DI

DI + 1.1%

DI + 0.9%

DI + 1.0%

Average cash yield (% DI)

98%

99%

97%

¹ LTM Adjusted EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits

 

Ultrapar ended 4Q24 with a net debt of R$ 7.8 billion (1.4x Adjusted LTM EBITDA), compared to R$ 8.0 billion in September 2024 (1.3x Adjusted LTM EBITDA). The decrease in net debt is mainly due to higher net cash generation during the period, partially offset by the Hidrovias AFAC of R$ 500 million and the start of the share buyback program. The increase in financial leverage reflects the lower EBITDA, excluding the effect of extraordinary tax credits.


4Q24 Graphics


Cash and maturity profile and breakdown of the gross debt (R$ million):


Graphics 

         Graphics

 R$ million

ULTRAPAR - Investments

2024 (Plan)

2024 (Real)

2025 (Plan)

Expansion

1,528

1,304

1,512

Ipiranga

582

477

688

Ultragaz

311

274

267

Ultracargo

635

553

557

Maitenance and others

1,150

909

1,030

Ipiranga

764

524

678

Ultragaz

186

163

213

Ultracargo

169

124

116

Others

32

98

23

Total

2,678

2,213

2,542

Ipiranga

1,345

1,001

1,366

Ultragaz

497

437

480

Ultracargo

804

677

673

Others

32

98

23


4Q24 Graphics


In 2024, Ultrapar invested R$ 2.2 billion, of which R$ 1.3 billion (59%) was directed to the expansion of its businesses and R$ 909 million to maintenance and other investments.

 

Compared to the 2024 investment plan previously disclosed, the reduction is explained by the phasing of projects that will continue in 2025 (primarily Ipiranga's infrastructure projects and new Ultracargo’s terminals) and by greater efficiency in project execution.

 

Ipiranga invested R$ 1,001 million in 2024, mainly allocated to the expansion and maintenance of its service stations and franchises network, and logistics infrastructure, in addition investments towards enhancing its technology platform. Of the total invested, R$ 259 million refers to additions to fixed and intangible assets, R$ 632 million to contractual assets with customers (exclusive rights), and R$ 110 million to installments from financing granted to customers and rentals advance payments, net of receipts.

 

Ultragaz, invested R$ 437 million in 2024, mainly directed towards installations for new customers in the bulk segment, the acquisition and replacement of bottles, expansion into new energies, and the maintenance of existing operations.

 

At Ultracargo, investments amounted to R$ 677 million in 2024, primarily allocated to construction and expansion projects at the Palmeirante, Opla, Itaqui, Santos, and Rondonópolis terminals, as well as concession payments for Vila do Conde and Itaqui, in addition to investments to enhance efficiency, maintenance, and operational safety at the terminals.

 

Ultrapar’s investment plan for 2025 totals R$ 2,542 million, as announced to the market on February 6.

Updates on ESG themes

Ultrapar was recognized in December as one of the best companies to work for in Brazil by Great Place To Work® Brasil for the fourth consecutive year.

Instituto Ultra continues to invest in educational initiatives in the communities where Ultrapar operates. In December, Parceiros da Educação conducted its third evaluation with students in the final years (6th to 9th grade) of the municipal school network in Santos to assess learning levels in Portuguese and mathematics following teacher training programs. With over 90% participation of students, significant learning improvements were observed such as a 30% increase in 6th-grade students classified with very good performance in Portuguese, as well as a 17% reduction in 8th-grade students with insufficient performance, both compared to the assessment at the beginning of the year.

Ipiranga conducted its first lifecycle assessment (LCA) study of its products, comparing the Original and Ipimax versions of its three main fuels (ethanol, diesel, and gasoline). The results demonstrated greater efficiency gains for the Ipimax fuel line, as well as reductions in greenhouse gas emissions.

In December, Ipiranga was recognized with the "Conscious Vision Award" promoted by Fecomércio RJ for the "Inclusão Tech" initiative, which trained 300 individuals with disabilities in the technology field and hired 25 of these professionals. The Visão Consciente award celebrates companies in Rio de Janeiro that adopt sustainable and socially responsible practices, fostering innovation and sustainability.

Also in December, Ipiranga launched the second class of the "Women Drivers Operation", reaffirming its commitment to training women and generating qualified labor in the transportation sector. In this edition, 16 women from the state of São Paulo completed the program, which combines theoretical and practical classes focusing on safety.

In December, Ultragaz completed the donation of 19 tons of LPG for community kitchens and as fuel for forklifts, supporting families in vulnerable situations affected by the catastrophe in Rio Grande do Sul.

The company also held the second edition of the Technology and Soft Skills volunteer program in partnership with Associação Feminina de Estudos Sociais e Universitários (AFESU), impacting 60 girls through eight lectures on technology and the job market. Additionally, for the first time in Ultragaz's history, three female leaders were recognized by the World Liquid Gas Association (WLPGA) as global industry highlights. 

In October, Ultracargo organized Integrity Week, engaging employees and third-party partners of the company. With a focus on enhancing the maturity of the integrity culture, several actions addressed topics such as respect, diversity and inclusion, reputational analysis, and conflict of interest, among others.

In November, the fourth edition of the Operational Training Program was completed near the Palmeirante (TO) terminal, training 30 students on management, safety, and technical fundamentals.

In December, the Port of Suape was recognized in the 4th edition of the "Ocean-Friendly Terminal Seal", which values good practices for the conservation of the marine environment in the region.

Ultracargo and ICONIC received the EcoVadis Gold Seal, ranking among the top 5% of companies globally in corporate sustainability evaluations. ICONIC earned the seal in November, becoming the first in the Group to achieve this distinction. The following month, Ultracargo achieved the same milestone with significant progress in Labor Practices, Human Rights, Environment, and Sustainable Procurement.


4Q24 Graphics


 Mercado de capitais

Quarter

Year

4Q24

4Q23

3Q24

2024

2023

Final number of shares (‘000 shares)

1,115,440

1,115,212

1,115,440

1,115,440

1,115,212

Market capitalization¹ (R$ million)

17,713

29,564

23,658

17,713

29,564

B3

 

 

 

 

 

Average daily trading volume (‘000 shares)

5,898

6,592

5,393

5,234

6,637

Average daily financial volume (R$ thousand)

111,271

151,512

122,972

123,249

116,473

Average share price (R$/share)

18.86

22.99

22.80

23.55

17.55

NYSE

 

 

 

 

 

Quantity of ADRs² (‘000 ADRs)

65,758

52,197

59,258

65,758

52,197

Average daily trading volume (‘000 ADRs)

2,159

1,400

1,211

1,539

1,430

Average daily financial volume (US$ thousand)

6,953

6,486

4,954

6,664

5,058

Average share (US$/ADRs)

3.22

4.63

4,09

4.33

3.54

Total

 

 

 

 

 

Average daily trading volume (‘000 shares)

8,057

7,992

6,604

6,773

8,067

Average daily financial volume (R$ thousand)

151,999

183,591

150,482

158,992

141,661

¹ Calculated on the closing share price for the period

² 1 ADR = 1 common share

 

 


The average daily trading volume of Ultrapar, considering trades on B3 and NYSE, was R$ 159 million/day in 2024 (+12% vs 2023). Ultrapar’s shares ended 2024 priced at R$ 15.88 on B3, depreciation of 40% in the year, while the Ibovespa stock index decreased 10%. On the NYSE, Ultrapar’s shares depreciated by 51%, while the Dow Jones index appreciated 13% for the year. Ultrapar ended 2024 with a market cap of R$ 18 billion.


UGPA3 x Ibovespa performance

(base 100) 

 Graphics

4Q24 Conference call

Ultrapar will host a conference call with analysts and investors on February 27, 2025, to comment on the Company’s performance in the fourth quarter of 2024 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.

The conference call will be broadcast via webcast and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.

 

Conference call in Portuguese with simultaneous translation into English

Time: 11h00 (BRT) / 09h00 (EST)

 

Access link via webcast

Participants from Brazil: click here

International participants: click here



4Q24 Graphics


R$ million

ULTRAPAR - Balance sheet   Dec 24   Dec 23   Sep 24 
ASSETS      
Cash and cash equivalents 2,072 5,926 3,855
Financial investments and derivative financial instruments 2,553 293 377
Trade receivables and reseller financing 4,052 4,427 4,127
Trade receivables - sale of subsidiaries - 924 -
Inventories 3,917 4,291 4,742
Recoverable taxes 2,192 1,633 1,694
Energy trading futures contracts 141 - 140
Prepaid expenses 164 100 127
Contractual assets with customers - exclusive rights 659 787 744
Other receivables 298 267 359
Total Current Assets 16,048 18,649 16,166
Financial investments and hedge derivative financial instruments 3,407 952 3,137
Trade receivables and reseller financing 793 564 710
Deferred income and social contribution taxes 937 1,255 1,326
Recoverable taxes 2,996 2,967 2,629
Energy trading futures contracts 263 - 205
Escrow deposits  446 1,033 1,052
Prepaid expenses 41 73 56
Contractual assets with customers - exclusive rights 1,473 1,475 1,399
Other receivables 289 313 313
Investments in subsidiaries, joint ventures and associates 2,149 318 1,720
Right-of-use assets, net 1,671 1,712 1,691
Property, plant and equipment, net 7,136 6,388 6,756
Intangible assets, net 1,908 2,554 2,162
Total Non-Current Assets 23,510 19,603 23,156
 
Total Assets 39,558 38,252 39,322
LIABILITIES      
Trade payables 3,518 4,683 3,051
Trade payables - reverse factoring 1,015 1,039 1,291
Loans, financing and derivative financial instruments 3,175 1,076 2,932
Debentures 378 918 454
Salaries and related charges 480 495 466
Taxes payable 473 721 529
Leases payable 316 311 321
Energy trading futures contracts 67 - 92
Financial liabilities of customers (vendor) 117 158 126
Provision for decarbonization credits - 742 268
Other payables 954 1,088 761
Total Current Liabilities 10,493 11,230 10,292
Loans, financing and derivative financial instruments 6,393 5,585 5,580
Debentures 4,356 4,189 4,882
Energy trading futures contracts 48 - 57
Provision for tax, civil and labor risks 611 1,258 1,242
Post-employment benefits 199 241 255
Leases payable 1,169 1,213 1,168
Financial liabilities of customers (vendor) 63 151 84
Other payables 403 354 413
Total Non-Current Liabilities 13,241 12,992 13,681
 
Total Liabilities 23,735 24,222 23,973
EQUITY      
Share capital 6,622 6,622 6,622
Reserves 8,603 6,991 6,999
Treasury shares (596) (471) (449)
Others 531 364 1,532
Non-controlling interests in subsidiaries 665 523 645
Total Equity 15,823 14,030 15,348
 
Total Liabilities and Equity 39,558 38,252 39,322
Cash and cash equivalents 8,032 7,171 7,370
Gross debt (14,302) (11,768) (13,848)
Leases payable (1,485) (1,524) (1,489)
Net debt (7,756) (6,121) (7,968)


117


4Q24 Graphics


R$ million

 ULTRAPAR - Income statement   Quarter   Year 
 4Q24   4Q23  3Q24  2024   2023 
Net revenues from sales and services 35,401 33,421 35,358 133,499 126,049
Cost of products sold and services provided (32,166) (30,352) (33,076) (123,812) (116,730)
Gross profit 3,236 3,069 2,282 9,687 9,318
Operating revenues (expenses)        
Selling and marketing (615) (641) (671) (2,500) (2,253)
General and administrative (497) (546) (421) (1,872) (2,018)
Results from disposal of assets 66 18 31 172 122
Other operating income (expenses), net (77) (93) (111) (414) (603)
Operating income 2,113 1,807 1,111 5,073 4,566
Financial result, net        
Financial income 219 208 221 881 881
Financial expenses (555) (378) (329) (1,813) (1,880)
Total share of profit (loss) of subsidiaries, joint ventures and associates        
Share of profit (loss) of subsidiaries, joint ventures and associates (120) 0 4 (127) 12
Amortization of fair value adjustments on associates acquisition (0) - (0) (2) -
Income before income and social contribution taxes 1,657 1,637 1,006 4,012 3,579
Income and social contribution taxes        
Current (364) (582) (366) (1,125) (1,396)
Deferred (412) 59 58 (361) 335
Net income 881 1,114 698 2,526 2,518
Net income attributable to:        
Shareholders of Ultrapar 842 1,099 652 2,363 2,440
Non-controlling interests in subsidiaries 39 15 47 163 78
Adjusted EBITDA 2,379 2,287 1,537 6,610 6,332
Non-recurring1 (1,096) (621) (31) (1,233) (717)
Recurring Adjusted EBITDA 1,284 1,666 1,506 5,377 5,615
Depreciation and amortization2 452 480 423 1,731 1,754
Total investments3 776 820 519 2,213 1,949
RATIOS        
Earnings per share (R$) 0.76 1.00 0.59 1.38 1.22
Net debt / Adjusted LTM EBITDA4 1.4x 1.1x 1.3x 1.4x 1.1x
Gross margin (%) 9.1% 9.2% 6.5% 7.3% 7.4%
Operating margin (%) 6.0% 5.4% 3.1% 3.8% 3.6%
Adjusted EBITDA margin (%) 6.7% 6.8% 4.3% 5.0% 5.0%
Recurring Adjusted EBITDA margin (%) 3.6% 5.0% 4.3% 4.0% 4.5%
Number of employees5 9,558 10,009 9,929 -   -  


1Non-recurring items described in the EBITDA calculation table – page 3

2Includes amortization with contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition

3Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases

4Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits

5Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


118


4Q24 Graphics


R$ million

ULTRAPAR - Cash flows  Quarter   Year 
 4Q24   2024   2023 
Cash flows from operating activities      
Net income 881 2,526 2,518
Adjustments to reconcile net income to cash provided (consumed) by operating activities      
Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition 121 130 (12)
Amortization of contractual assets with customers - exclusive rights 152 555 607
Amortization of right-of-use assets 82 312 306
Depreciation and amortization 227 901 849
Interest and foreign exchange rate variations 614 1,558 1,350
Current and deferred income and social contribution taxes 776 1,486 1,061
Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets (66) (207) (193)
Equity instrument granted 17 57 39
Fair Value Result of Energy Contracts (64) (64) -  
Provision for decarbonization - CBios 143 584 740
Other provisions and adjustments (85) (16) 148
Cash flow from operating acrivities before changes in working capital 2,796 7,821 7,413
(Increase) decrease in assets      
Trade receivables and reseller financing 22 180 260
Inventories 827 371 645
Recoverable taxes (1,203) (1,643) (1,201)
Dividends received from subsidiaries, associates and joint ventures -   2 12
Other assets 66 (115) (88)
Increase (decrease) in liabilities      
Trade payables and trade payables - reverse factoring 190 (1,210) (1,700)
Salaries and related charges 15 (17) 31
Taxes payable 7 (24) (25)
Other liabilities (141) (160) 219
Acquisition of CBios and carbon credits (127) (713) (779)
Payments of contractual assets with customers - exclusive rights (133) (418) (598)
Payment of contingencies -   (31) (70)
Income and social contribution taxes paid (89) (309) (269)
Net cash provided (consumed) by operating activities 2,231 3,736 3,850
Cash flows from investing activities      
Financial investments, net of redemptions (2,150) (4,202) 74
Acquisition of property, plant, equipment and intangible assets (688) (1,787) (1,287)
Cash provided by disposal of investments and property, plant and equipment 130 1,386 513
Capital decrease in subsidiaries, associates and joint ventures -   1 3
Net cash consumed in the purchase of investments and other assets (543) (1,786) (324)
Net cash provided (consumed) by investing activities (3,251) (6,388) (1,022)
Cash flows from financing activities      
Loans, financing and debentures      
Proceeds 521 4,180 2,903
Repayments (593) (2,719) (3,150)
Interest and derivatives (paid) or received (376) (1,118) (1,267)
Payments of leases


Principal (74) (285) (214)
Interest paid (33) (148) (146)
Dividends paid (52) (834) (400)
Proceeds from financial liabilities of customers -   -   8
Payments of financial liabilities of customers (37) (160) (198)
Capital increase made by non-controlling shareholders and redemption of shares -   14 -  
Share buyback for treasury (149) (149) -  
Related parties (4) (15) (31)
Net cash provided (consumed) by financing activities (796) (1,234) (2,494)
 
Effect of exchange rate changes on cash and cash equivalents in foreign currency 32 32 (30)
 
Increase (decrease) in cash and cash equivalents (1,784) (3,854) 304
 
Cash and cash equivalents at the beginning of the period 3,855 5,926 5,622
 
Cash and cash equivalents at the end of the period 2,072 2,072 5,926
Non-cash transactions      
Addition on right-to-use assets and leases payable 147 342 257
Addition on contractual assets with customers - exclusive rights (61) 6 67
Reclassification between financial assets and investment in associates -   645 -  
Transfer between trade receivables and other assets accounts -   -   26
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition 6 6 0
Acquisition of property, plant and equipment and intangible assets without cash effect 3 42 104
Withdrawal of judicial deposits related to tax contingencies  610 610 -  


119


4Q24 Graphics


R$ million

 IPIRANGA - Working capital   Dec 24   Dec 23  Sep 24
   
Operating assets    
Trade receivables 3,413 3,860 3,442
Non-current trade receivables 773 553 691
Inventories 3,702 4,101 4,525
Taxes 4,468 4,070 3,703
Contractual assets with customers - exclusive rights 2,132 2,261 2,142
Other 863 822 957
Right-of-use assets 912 931 923
Property, plant and equipment / Intangibles / Investments 4,446 5,039 4,633
Total operating assets 20,709 21,638 21,017
   
Operating liabilities    
Trade payables 4,101 5,359 3,977
Salaries and related charges 265 269 242
Post-employment benefits 217 258 272
Taxes 114 141 111
Judicial provisions 382 429 414
Leases payable 741 734 734
Other 758 1,844 1,139
Total operating liabilities 6,578 9,034 6,888


120


4Q24 Graphics


R$ million

 IPIRANGA - Income statement   Quarter  Year
 4Q24   4Q23  3Q24  2024   2023 
       
Net revenues 32,097 30,652 32,115 121,336 114,552
Cost of products sold and services provided (29,789) (28,280) (30,610) (114,730) (108,074)
Gross profit 2,308 2,372 1,505 6,606 6,478
Operating expenses        
Selling and marketing (439) (474) (508) (1,886) (1,615)
General and administrative (291) (365) (244) (1,133) (1,318)
Results from disposal of assets 63 14 31 168 171
Other operating income (expenses), net (115) (131) (124) (514) (657)
Operating income 1,528 1,417 661 3,242 3,057
Share of profit (loss) of subsidiaries, joint ventures and associates (3)  (3) (2) (9) (8)
Adjusted EBITDA 1,841 1,757 967           4,445 4,298
Non-recurring1 (997) (597) (31) (1,101) (752)
Recurring Adjusted EBITDA 844 1,160 936 3,343 3,546
Depreciation and amortization2 316 344 309 1,212 1,248
RATIOS        
Gross margin (R$/m³) 384 389 246 280 280
Operating margin (R$/m³) 254 232 108 138 132
Adjusted EBITDA margin (R$/m³) 306 288 158 189 186
Recurring Adjusted EBITDA margin (R$/m³) 140 190 153 142 153
Number of service stations 5,860 5,877 5,871    
Number of employees3 4,834 5,058 4,834    


1Non-recurring items described in the EBITDA calculation table – page 3

2Includes amortization with contractual assets with customers - exclusive rights

3Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


121


4Q24 Graphics


R$ million

 ULTRAGAZ - Working capital   Dec 24   Dec 23  Sep 24
   
Operating assets    
Trade receivables 614 536 646
Non-current trade receivables 20 11 19
Inventories 202 178 204
Taxes 206 126 149
Escrow deposits 101 259 256
Energy trading futures contracts 405 -   345
Other 121 95 95
Right-of-use assets 152 150 152
Property, plant and equipment / Intangibles 1,900 1,721 1,842
Total operating assets 3,720 3,076 3,707
   
Operating liabilities    
Trade payables 282 234 257
Salaries and related charges 121 124 140
Taxes 17 11 18
Judicial provisions 15 163 159
Leases payable 189 188 189
Energy trading futures contracts 115 -   149
Other 110 62 74
Total operating liabilities 850 781 986


122


4Q24 Graphics


R$ million

 ULTRAGAZ - Income statement   Quarter  Year
 4Q24   4Q23  3Q24  2024   2023 
       
Net revenues 3,068 2,555 3,027 11,288 10,671
Cost of products sold and services provided (2,321) (2,021) (2,422) (8,895) (8,485)
Gross profit 747 534 605        2,393 2,186
Operating expenses        
Selling and marketing (176) (165) (162) (607) (627)
General and administrative (95) (69) (79) (344) (298)
Results from disposal of assets 3 3 0 4 13
Other operating income (expenses), net 45 6 13 83 20
Operating income 524 309 377 1,529 1,294
  Share of profit (loss) of subsidiaries, joint ventures and associates 0 (0) 0 1 0
  MTM of energy futures contracts  (64) -   -   (64) -  
Adjusted EBITDA 554 406 448 1,817 1,648
Non-recurring1 (113) -   -   (130) -
Recurring Adjusted EBITDA 441 406 448 1,687 1,648
  Depreciation and amortization2 94 97 71 351 354
RATIOS        
  Gross margin (R$/ton) 1,715 1,262 1,280 1,370 1,258
  Operating margin (R$/ton) 1,204 730 798 875 745
  Adjusted EBITDA margin (R$/ton) 1,272 960 948 1,040 948
  Recurring Adjusted EBITDA margin (R$/ton) 1,014 960 948 966 948
Number of employees3 3,711 3,566 3,745


1Non-recurring items described in the EBITDA calculation table – page 3

2Includes amortization with contractual assets with customers - exclusive rights

3Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


123


4Q24 Graphics


R$ million

 ULTRACARGO - Working capital   Dec 24   Dec 23  Sep 24
   
Operating assets    
Trade receivables 47 32 45
Inventories 13 12 13
Taxes 2 7 4
Other 37 88 47
Right-of-use assets 600 623 609
Property, plant and equipment / Intangibles / Investments 2,710 2,194 2,470
Total operating assets 3,409 2,955 3,187
   
Operating liabilities    
Trade payables 134 89 76
Salaries and related charges 49 49 45
Taxes 20 15 16
Judicial provisions 15 17 16
Leases payable 546 593 557
Other1 29 35 38
Total operating liabilities 794 799 749


1Includes the long term obligations with clients account


124


4Q24 Graphics


R$ million

 ULTRACARGO - Income statement   Quarter  Year
 4Q24   4Q23  3Q24  2024   2023 
       
Net revenues 283 257 266 1,076 1,016
  Cost of products sold and services provided (102) (92) (97) (387) (356)
Gross profit 181 165 169 689 660
Operating expenses        
  Selling and marketing (2) (2) (3) (11) (11)
  General and administrative (50) (44) (43) (177) (167)
Results from disposal of assets 0 0 (0) (0) 0
Other operating income (expenses), net 2 (0) 6 14 2
Operating income 132 118 130 515 483
Total share of profit (loss) of subsidiaries, joint ventures and associates        
Share of profit (loss) of subsidiaries, joint ventures and associates 1 2 0 3 12
Amortization of fair value adjustments on associates acquisition (0) -   (0) (2) -  
Adjusted EBITDA 169 155 168 668 631
  Depreciation and amortization1 37 35 39 151 136
RATIOS        
   Gross margin (%) 64.0% 64.1% 63.5% 64.1% 65.0%
   Operating margin (%) 46.5% 45.9% 48.8% 47.9% 47.6%
   Adjusted EBITDA margin (%) 59.9% 60.2% 63.2% 62.1% 62.1%
Number of employees2 843 856 842


1Includes amortization of fair value adjustments on associates acquisition

2Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)


125


 

ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

February 26, 2025, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.

 

Members in attendance:

(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Leonardo Remião Linden and Tabajara Bertelli Costa; the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz; and Mr. Pedro Guedes Rabelo, Director of Ipiranga 

 

Matters discussed and resolutions:

 

1.

The members of the Board of Directors approved, after being examined and discussed, the financial statements of the Company, including the balance sheet and the management report for the fiscal year ended on December 31, 2024, as well as the allocation of the net income for the year and the distribution of dividends, supported by the independent auditors’ report, and recommended their approval by the Annual General Shareholders’ Meeting.


 
2.  The Board of Directors approved, ad referendum to the Annual General Shareholders’ Meeting, the following destination of the net income for the year ended on December 31, 2024, in the amount of R$ 2,362,739,882.29 (two billion, three hundred and sixty-two million, seven hundred and thirty-nine thousand, eight hundred and eighty-two Reais and twenty-nine cents of Real), as described below:

 



(i) R$ 118,136,994.11 (one hundred and eighteen million, one hundred and thirty-six thousand, nine hundred and ninety-four Reais and eleven cents of Real) will be allocated to the legal reserve;


 

(ii) R$ 1,475,331,276.73 (one billion, four hundred and seventy-five million, three hundred and thirty-one thousand, two hundred and seventy-six Reais and seventy-three cents of Real) will be allocated to the statutory reserve for investments; and


 

(iii) R$ 769,271,611.45 (seven hundred and sixty-nine million, two hundred and seventy-one thousand, six hundred and eleven Reais and forty-five cents of Real) will be allocated to the payment of dividends to holders of common shares, of which (i) R$ 275,970,941.50 (two hundred and seventy-five million, nine hundred and seventy thousand, nine hundred and forty-one Reais and fifty cents of Real) were paid as interim dividends as approved by the Board of Directors on August 7, 2024, in the proportion of R$ 0.25 (twenty-five cents of Real) per share; and (ii) R$ 493,300,669.95 (four hundred and ninety-three million, three hundred thousand, six hundred and sixty-nine Reais and ninety-five cents of Real) shall be paid to the shareholders as outstanding amount of the dividends approved herein, as of March 14, 2025, without remuneration or monetary adjustment, in the proportion of R$ 0.45 (forty-five cents of Real) per share.


3. It was also determined that the record dates for receiving the dividends approved herein will be March 6, 2025 in Brazil and March 10, 2025 in the United States of America. The Company’s shares will be traded “ex-dividends” on B3 S.A. – Brasil, Bolsa e Balcão from and including March 7, 2025 onwards and on the New York Stock Exchange from and including March 10, 2025 onwards.


4. The members of the Board of Directors of the Company confirmed the issuance of 67,679 (sixty seven hundred and sixty hundred and seventy nine) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A. by the Company, approved on the Extraordinary Shareholders’ Meeting held in January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares’ subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company.



The Company’s capital stock will therefore be represented by 1,115,507,182 (one billion, one hundred and fifteen million, five hundred and seven thousand, one hundred and eighty-two) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company’s Bylaws to reflect the new number of shares in which the capital stock of the Company is divided shall be subject to a resolution of the Extraordinary General Shareholders’ Meeting to be called in due course.


5. The members of the Board of Directors were updated on the proposals that will be submitted for shareholders’ approval upon the calling of the Annual General and Extraordinary Shareholders’ Meeting and manifested positively to these proposals.


6. The members of the Board of Directors approved the calling of the Annual General and Extraordinary Shareholders’ Meeting, that shall be held on April 16, 2025.


7. The members of the Board of Directors were updated on the annual report of the Audit and Risks Committee, as well as its recommendations to the Board of Directors.


8. Finally, the Board of Directors approved the changes on the Corporate Nomination Policy for Members of the Board of Directors, Advisory Committees and Executive Officers Board, as proposed by the Executive Board and endorsed by the People and Sustainability Committee.



Notes: The resolutions were approved, with no amendments or qualifications, by all Board Members.


There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.

 

Jorge Marques de Toledo Camargo Chairman

 

Marcos Marinho Lutz Vice-Chairman

 

Ana Paula Vitali Janes Vescovi

 

Fabio Venturelli

 

Flávia Buarque de Almeida

 

Francisco de Sá Neto

 

José Mauricio Pereira Coelho

 

Marcelo Faria de Lima

 

Peter Paul Lorenço Estermann

 

Denize Sampaio Bicudo Secretary of the Board of Directors

 


ULTRAPAR PARTICIPAÇÕES S.A.

 

Publicly Traded Company

 

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

 

 

Date, Hour and Place:

February 26, 2025, at 12:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo. The meeting was held virtually through Microsoft Teams.

 

Members in attendance:

Members of the Fiscal Council undersigned 

 

Resolutions:

 

1. The members of the Fiscal Council unanimously expressed a favorable opinion about the Company’s financial statements and management report for the year of 2024, as well as the proposal for the destination of net earnings of the year and distribution of dividends to shareholders, after the approval by the Board of Directors of the Company.


2. Pursuant to legal requirements and to its Internal Bylaws, and based on the opinion, with no reservations or amendments, of the external auditors, dated February 26, 2025, the Fiscal Council issued its report, as attached (Exhibit A).


3. The members of the Fiscal Council unanimously gave a favorable opinion on the proposal, submitted by the Company's Executive Board, to increase the share capital, without issuing new shares, through the incorporation of part of the resources available in the legal reserve and part of the resources available in the statutory reserve for investments and, in compliance with the attribution conferred upon it by item III of the article 163 of Law No. 6,404/76, issued the report contained in Exhibit B.

 

There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present.

  

Flávio Cesar Maia Luz

Élcio Arsenio Mattioli


 Marcelo Gonçalves Farinha

 

C.C. Marcos Marinho Lutz

Rodrigo de Almeida Pizzinatto


EXHIBIT A

REPORT OF THE FISCAL COUNCIL

 

The Fiscal Council of Ultrapar Participações S.A. (“Company”), pursuant to legal and statutory provisions, declares that it has analyzed the Management Report and the Financial Statements (parent company and consolidated) prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), for the year ended December 31, 2024 and duly approved by the Board of Directors of the Company on February 26, 2025.

 

Based on the assessments made and considering the report with an unqualified opinion presented by the Company’s independent auditors, Deloitte Touche Tohmatsu Auditores Independentes Ltda, dated February 26, 2025, as well as the information and clarifications received during the year, the Fiscal Council attests that the mentioned documents, as well as the proposal for the destination of net earnings for the period, including dividend distribution, are ready to be presented in the Annual General Shareholders’ Meeting, to be held at a timely moment, within the legal timeframe.


EXHIBIT B

REPORT OF THE FISCAL COUNCIL

 

The Fiscal Council of Ultrapar Participações S.A. (“Company” or “Ultrapar”), exercising the attribution conferred upon it by item III of article 163 of Law No. 6,404/76, has examined the proposal, submitted by the Company's Executive Board, to increase the share capital in the total amount of R$ 1,365,348,231.82 (one billion, three hundred and sixty-five million, three hundred and forty-eight thousand, two hundred and thirty one Reais and eighty-two cents), without the issuance of new shares, by incorporating part of the funds registered in the statutory reserve for investments, considering that the balance of profit reserves exceeded the Company's share capital. Said proposal, with the consequent proposal to amend the Company's bylaws, will be submitted for assessment by shareholders at an Extraordinary General Meeting.

 

The members of the Board, having verified that the matter complies with the applicable legal, regulatory and statutory provisions, within the limits of their powers established by Law No. 6,404/76, gave a favorable opinion to its submission to the Extraordinary General Meeting to be held together with the Company's Annual General Meeting.

 

 

Graphics

 

ULTRAPAR PARTICIPAÇÕES S.A.

Distribution of dividends

 

São Paulo, February 26, 2025 – Ultrapar Participações S.A. informs that the Board of Directors, at the meeting held today, approved the distribution of dividends in the amount of R$ 493,300,669.95, equivalent to R$ 0.45 per common share, to be paid from March 14, 2025, onwards, without remuneration or monetary adjustment.

 

The record date that establishes the right to receive the dividend will be March 6, 2025, in Brazil, and March 10, 2025, in the United States. Therefore, the shares will be traded "ex-dividend" from March 7, 2025, onwards on the São Paulo Stock Exchange (B3), and from March 10, 2025, onwards on the New York Stock Exchange (NYSE).

 

The number of shares considered to calculate the dividend per share considers the issuance of 67,679 common shares, as approved by the Board of Directors on this date.

 

 

Rodrigo de Almeida Pizzinatto

Chief Financial and Investor Relations Officer Ultrapar

Participações S.A.

 


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: February 26, 2025 


ULTRAPAR HOLDINGS INC.

By: /s/ Rodrigo de Almeida Pizzinatto

Name: Rodrigo de Almeida Pizzinatto

Title: Chief Financial and Investor Relations Officer