6-K 1 MainDocument.htm 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant To Rule 13a-16 Or 15d-16 of the

Securities Exchange Act of 1934

For the month of March 2025

Commission File Number: 333-251238

 

COSAN S.A.

(Exact name of registrant as specified in its charter)

 

N/A

(Translation of registrant’s name into English)

 

 Av. Brigadeiro Faria Lima, 4100, – 16th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)

 

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

Form 20-F   Form 40-F 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes      No  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes      No  





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Cosan S.A.

Management Report 2024

Cosan S.A. ("Cosan" or "Company") submits for consideration of its shareholders the Management Report concerning the activities performed in the fiscal year ended in 2024. The result is presented in accordance with the accounting practices adopted in Brazil and international standards (IFRS). Except where otherwise stated, all comparisons in this report consider the year 2024 vs. 2023.

The Company also provides a detailed version of its Financial Statements and its earnings release on its website: https://www.cosan.com.br/en/


1. Message from the CEO 


The year 2024 began with positive prospects for reducing interest rates in the United States and Brazil, as well as projections of controlled inflation and appreciation of the real against the dollar. However, during the year, there was a deterioration in inflation expectations and Brazil's debt trajectory, necessitating a new cycle of interest rate hikes, raising future interest rate expectations.


Despite a more challenging macroeconomic scenario, we had significant operational results in most of the portfolio's investments. Rumo had solid performance during the year, with growth in transported volume (including some months of record monthly volume), increased market share in exports through the Port of Santos, and higher average annual tariff. Compass recorded higher volumes of natural gas distributed across all segments and the ramp-up of TRSP at Edge, demonstrating the success of the expansion strategy in the free market. At Moove, profitability increased with an improved mix of products sold and efficient supply chain management. Radar's land portfolio again recorded a year of appreciation, albeit at a slower pace than the previous year.


Raízen, on the other hand, had operational and financial results below expectations. However, the company's shareholders promoted significant changes in key executives, seeking a thorough strategic review and performance recovery. In the first months, the new management team reviewed the entire organizational structure, significantly reduced back-office positions, and defined a new focus on portfolio simplification, investment optimization, and resizing trading operations to reduce them, focusing on key businesses to improve results.


At Cosan, we managed our debt, extending the average term of our debts while taking advantage of favorable conditions in the Brazilian debt market to reduce our average spread relative to the CDI.


The expectation of higher interest rates makes discipline in capital allocation even more relevant, balancing leverage and portfolio quality. In this context, important movements occurred: (i) at Compass, the acquisition of control of Compagás and the sale of Norgás distributors; (ii) at Moove, the acquisition of DIPI Holdings group, bringing more optionality in lubricants; (iii) at Rumo, the signing of the sale of 50% of T39 and the partnership with CHS for a new terminal in Santos; (iv) at Radar, nine farms were sold throughout 2024, following the asset recycling strategy; and (v) at Raízen, advances were made through the monetization of sugarcane areas, the sale of distributed solar generation projects, and the dilution of participation in Mobility in Paraguay.


The scenario reinforces the need to take actions to reduce the level of indebtedness at the holding company. Therefore, for 2025, maximizing our discipline and assertiveness in capital allocation decisions will be key themes. In this sense, we took a first step in the trajectory of changes by selling our minority stake in Vale in January 2025 to reduce debt and optimize Cosan's capital structure. The proceeds from the sale are being used for prepayments of bonds and debentures. It is worth noting that the deleveraging process, converging to a more sustainable debt service coverage ratio, will be done without losing sight of the quality of the portfolio's asset composition and ensuring that the portfolio companies continue to execute their structuring projects, which support their future value creation.


Marcelo Martins

CEO of Cosan


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2. Annual Results

Cosan Consolidated

Below we present the consolidated accounting result for 2024 for Cosan and its business units. Except for Raízen (a joint venture co-controlled by Cosan), all other information reflects the consolidation of 100% of the subsidiaries' results, regardless of Cosan's interest. For more information, see Note 9 "Investments in Subsidiaries and Associates" of the individual and consolidated financial statements as of December 31, 2024 ("Financial Statements").

Note that Cosan (corporate segment) represents the reconciliation of Cosan's corporate structure, offshore financial companies and other expenses, as detailed in Note 1 of the Financial Statements. The following tables reflect the complete information provided in the Company's Financial Statements.

 

Income statement for the period - BRL mln

2024

2023

Change

Net revenue

43,951

39,468

11%

Cost of goods and services sold

(30,236)

(28,550)

6%

Gross profit

13,715

10,919

26%

Selling, general & administrative expenses

(4,421)

(3,879)

14%

Other net operating income (expenses)

1,550

3,924

-61%

Impairment

(3,155)

-     

n/a

Financial results

(8,750)

(7,897)

11%

Interest in earnings (losses) of subsidiaries and associates

1,719

351

n/a

Interest in earnings (losses) of joint ventures

(1,230)

1,695

n/a

Impairment in associate

(4,672)

-     

n/a

Expenses with income and social contribution taxes

(3,191)

(274)

n/a

Non-controlling interest

(1,262)

(3,790)

-67%

Discontinued operation

274

45

n/a

Net income (Loss)

(9,424)

1,094

n/a


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Information by Segment:

Income statement for the period - BRL mln

Raízen

Compass

Moove

Rumo

Radar

Cosan Corporate

Deconsolidation
of Joint
Ventures

Elimination
between
segments

Consolidated

Net revenue

251,199

18,383

10,248

13,936

1,442

2

(251,199)

(61)

43,951

Cost of goods and services sold

(237,637)

(14,707)

(7,310)

(7,534)

(747)

(0)

237,637

61

(30,236)

Gross profit

13,562

3,676

2,938

6,403

695

2

(13,562)

-     

13,715

Selling, general & administrative expenses

(9,655)

(1,014)

(2,253)

(711)

(73)

(371)

9,655

0

(4,421)

Other net operating income (expenses)

2,029

858

84

(147)

1,265

(511)

(2,029)

-     

1,550

Impairment

-     

(6)

-     

(3,149)

-     

-     

-     

-     

(3,155)

Financial results

(7,273)

(854)

(181)

(2,578)

28

(5,164)

7,273

0

(8,750)

Interest in earnings (losses) of subsidiaries and associates

(236)

154

(0)

40

22

3,509

236

(2,007)

1,719

Interest in earnings (losses) of joint ventures

-     

-     

-     

(7)

-     

(1,223)

-     

-     

(1,230)

Impairment in associate

-     

-     

-     

-     

-     

(4,672)

-     

-     

(4,672)

Expenses with income and social contribution taxes

(1,103)

(967)

(195)

(800)

(130)

(1,099)

1,103

(0)

(3,191)

Non-controlling interest

(57)

(392)

(118)

658

(1,273)

(137)

57

(0)

(1,262)

Discontinued operation

-     

274

-     

-     

-     

241

-     

(241)

274

Net income (Loss)

(2,732)

1,731

276

(292)

533

(9,424)

2,732

(2,248)

(9,424)

 

Notes: (1) Although Raízen S.A. is a joint venture registered by the equity method and not proportionally consolidated, Management continues to review information by segment. The reconciliation of these segments is presented in the "Deconsolidation of jointly controlled entity" column.


Below are the material changes in Income Statements:

Net Revenue

Cosan's consolidated net revenue reached R$ 44.0 billion in 2024, up 11% compared to 2023. Below are the relevant variations in revenues by segment:

Rumo's net revenue totaled R$ 13.9 billion in 2024 (+27%). The revenue increase was due to a 3% growth in transported volume and a 24% increase in the average tariff.

Compass's net revenue was R$ 18.4 billion in 2024 (+3%). This increase reflects the recovery of volumes in the distribution segment, inflation adjustments and the start of operations at EDGE with TRSP and new contracts with free market customers.

Moove's net revenue reached R$ 10.2 billion in 2024 (+2%) compared to the previous year due to the portfolio management strategy and product mix that led to revenue growth, even in a scenario of volume reduction.

Radar's net revenue was R$ 1.4 billion in 2024 compared to R$ 743 million in the previous year. This variation is explained by the strategic sale of 9 agricultural properties during the year.


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Operating Cost


The cost of goods sold, and services provided by Cosan's subsidiaries totaled R$ 30.2 billion in the fiscal year ended December 31, 2024 (+6%). This growth is justified by (i) at Rumo, an increase from R$ 6.8 billion in 2023 to R$ 7.5 billion in 2024, mainly due to higher transported volumes, as well as the increase in unit fuel cost and fixed costs to support the growth of operations; (ii) at Radar, the cost of goods sold and services provided increased from R$ 153 million to R$ 747 million in 2024, due to the write-off of the book value of farm sales; (iii) at Compass, a 3% growth, reaching R$ 14.7 billion in 2024, mainly impacted by the cost of gas and transportation, which totaled R$ 12.1 billion. Finally, the result was partially offset by the reduction in costs at Moove, which reached R$ 7.3 billion in 2024 (-1%), due to the execution of the commercial strategy and efficient supply chain management.

Gross Profit

With these results, Cosan presented a gross profit of R$ 13.7 billion in 2024 (+26%), mainly due to the segments of (i) Rumo, reflecting the increase in transportation operating revenue, (ii) Moove, due to higher sales volume and healthy margins, and (iii) Radar, due to revenue from agricultural property sales.

Selling, General, Administrative Expenses, and Other Revenues

Selling, general, administrative expenses, and other revenues totaled R$ 6.0 billion in the fiscal year 2024, presenting an increase justified by:

At Rumo, selling, general, administrative expenses totaled R$ 711 million in the fiscal year 2024 (+18%). The increase in expenses was compatible with the structure implemented to reinforce processes to support the growth strategy, efficiency gains, and risk management. The result of other operating income and expenses was negative at R$ 3.3 billion, with R$ 3.1 billion referring to the provision for asset write-offs at Rumo Malha Sul.

At Moove, selling, general, administrative expenses, and other revenues totaled R$ 2.2 billion in the fiscal year 2024, impacted by: i) an 88% increase in depreciation and amortization expenses due to the acceleration of goodwill amortization in North America; and ii) non-recurring expenses related to the IPO process of R$ 156 million in the year. Excluding D&A expenses and non-recurring effects, VG&A expenses and other revenues increased by 1% compared to the previous fiscal year, and less than the revenue growth.

Financial Result

In 2024, Cosan's financial result totaled an expense of R$ 8.7 billion, compared to an expense of R$ 7.9 billion in 2023. The increase is mainly due to:

At Cosan Corporate, the financial result totaled R$ 5.3 billion, mainly impacted by: (i) exchange rate variation and non-debt derivatives of R$ 3.5 billion due to changes in the dollar currency during 2024 and (ii) interest and monetary variation of R$ 1.8 billion.

At Rumo, the financial result totaled R$ 2.6 billion. The lower net debt cost, resulting from the drop in the average CDI during the year, was offset by the increased cost of lease liabilities due to additions from the 6th amendment of Rumo Malha Paulista and the leasing of equipment for permanent way maintenance.


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Equity Pickup

The equity pickup result as of December 31, 2024 was negative R$ 4.2 billion compared to positive R$ 2.0 billion in 2023. This variation is due to: (i) the negative impact of the impairment of the Vale investment, reducing the equity pickup by R$ 3.1 billion; (ii) the negative effect on trading operations, increased financial expenses, and lower volume and margin in fuel distribution, marginally offset by the increase in sugar and ethanol sales at Raízen; and (iii) the positive participation of R$ 154.5 million at Compass and R$ 40.3 million at Rumo.

Income Tax and Social Contribution

Income tax and social contribution in the fiscal year ended December 31, 2024, generated an expense of R$ 3.2 billion compared to an expense of R$ 274 million in the previous year. In December 2024, the effective tax rate was 63.7%. The main effects were due to: (i) provision for non-recoverability of tax losses and temporary differences of R$ 2.5 billion; and (ii) write-off of tax losses of R$ 325 million.

Net Income

Cosan ended the year 2024 with a net loss of R$ 9.4 billion, mainly impacted by the Vale’s investment impairment due to the sale of the stake totaling R$ 4.6 billion, provision for non-recoverability of tax losses and temporary differences of R$ 2.5 billion, and impairment of assets at the subsidiary Rumo amounting to R$ 3.1 billion.

Proposal for Allocation of the Company's Result for the Fiscal Year Ended December 31, 2024

The Company's Management proposes the following amortization for the loss of the fiscal year:

 

BRL

Net Loss for the Year:

(9,423,794,618.82)

Legal Reserve

(58,801,619.29)

Statutory Reserve

(8,715,187,549.55)

 

The remaining balance of R$ 649,805,449.98 will be appropriated to the "Accumulated Losses" account until the capital reduction of the Company is approved, as submitted for approval on extraordinary matter at the Company’s Shareholders Meeting.


3. Human Capital

Safety and well-being remain priorities for the Company, and we strive for zero accidents. However, despite our efforts, our safety indicator (LTIF Lost time injury frequency = Number of accidents/million hours worked) was 0.28 in 2024. Cosan and its investees remain focused on maintaining high safety standards in our operations, investing in training, technology, and safe practices. We also offer comprehensive health benefits, reinforcing care for the physical and mental well-being of our team.

In 2024, we continued to strengthen our Entrepreneurial Culture with leadership and employees, exploring how our behaviors and management model are lived in practice.

We advanced in Gender Equity with 69.4% of women in Cosan's leadership and 53% in senior management. Additionally, we signed the commitment with the Forum of Companies and LGBTI+ Rights and the Business Initiative for Racial Equality, strengthening our role in advancing inclusion and equity within Cosan.

As recognition, we achieved 1st place in the Conglomerate category and 22nd in the overall ranking of Merco Talento Brasil 2024, highlighting our progress in empowering people and businesses to their fullest potential.


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4. Capital Market & Corporate Governance

Cosan has its shares listed on B3 - Brasil, Bolsa, Balcão under the code CSAN3, being part of B3's Novo Mercado segment, where companies commit to adhering to the best corporate governance practices. It also has a level 2 American Depositary Shares (ADSs) program listed on the New York Stock Exchange (NYSE).

As of December 31, 2024, Cosan's capital stock was represented by 1,866,570,932 registered, book-entry common shares without par value – all with voting rights, according to B3's Novo Mercado segment.

Management is committed to the constant evolution of the Governance environment. The Board of Directors is assisted by Committees to address the Company's priority agendas, in addition to the presence of the Fiscal Council. Cosan has a dedicated risk management structure to identify, assess, and respond to the demands of each segment of our business portfolio. The internal control environment is centrally monitored by the corporate team, in addition to maintaining policies that guide the conduct of our employees and maintaining ethics channels for reporting potential violations of the Code of Ethics and non-compliances that are reported to the Statutory Audit Committee.

In 2024, Cosan created the Directorate of Risk Management, Internal Controls, and Internal Audit to strengthen corporate governance and improve the supervision of risks and internal controls of the portfolio companies. The new structure is responsible for evaluating, recommending, and monitoring continuous improvements in the internal control environment, ensuring greater efficiency and adherence to best governance practices.

Also, this year we restructured the Statutory Board of Executive Officers to ensure the continuity of strategies and the necessary agility for executing our priorities and strengthening the governance structure with the formalization of the Government Relations structure, development of projects focused on people transition. 


5. Commitment to Sustainability


As an asset manager, Cosan is committed to evolving in an integrated manner, promoting sustainable practices that generate a positive impact on the environment and society.


Developed from material themes, the "ESG Vision 2030" is the Company's sustainability strategy, serving as a reference for best practices and drivers that consolidate actions on themes that impact all businesses in the portfolio transversally.


Cosan's ESG performance with its investees is divided into three major priority fronts: (i) directing the evolution of businesses, aligning them with the commitments and guidelines of the ESG Vision 2030; (ii) engaging businesses by promoting exchanges of knowledge and sustainability practices; and (iii) consolidating and communicating the portfolio's ESG performance to stakeholders, ensuring alignment with strategic objectives.


In 2024, Cosan reviewed its materiality to ensure that the matrix is aligned with regulatory movements, reflects stakeholders' views, and integrates sustainability into strategic decisions, balancing impact and financial objectives with environmental, climate, and social responsibilities.


For the first time, we were included in the Dow Jones Sustainability World Index (DJSI World), one of the most prestigious international indices, recognizing listed companies' continuous commitment to ESG practices. Additionally, we remained part of the B3 ISE Portfolio for the fifth consecutive year, reaffirming our commitment to corporate sustainability.


For more information, see explanatory note 3.3 – Accounting Impacts related to Environmental, Social, and Governance (ESG) initiatives in the Financial Statements for the fiscal year ended December 31, 2024.

 

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6. Relationship with the Independent Auditor


Cosan hired BDO RCS Auditores (BDO) to provide external audit services for its financial statements for the fiscal year 2024.

The Company has a Policy on Engaging Independent Auditors and Non-Audit Services ("Policy") to establish rules related to hiring independent auditors and audit firms, including guidelines and procedures to ensure the independence of independent auditors and consultants providing services to the Company, its subsidiaries, joint ventures, and relevant associates. The Policy is available at https://www.cosan.com.br/en/about-cosan/corporate-governance/bylaws-policies-and-codes/

During 2024, BDO was hired for other independent audit services related to associates and jointly controlled entities, whose fees represent 24.4% of the total fees for the annual audit of the individual and consolidated financial statements for the fiscal year ended December 31, 2024, including the review of the individual and consolidated interim financial statements for the periods ended March 31, June 30, and September 30, 2024, which did not affect the independence principle established in the Policy.

Based on these principles, BDO RCS Auditores Independentes informed that the provision of such services, as described above, does not affect the independence and objectivity necessary for the services provided to the Company.


Additionally, as per the Notice to the Market published on February 11, 2025, there was a change in Cosan's independent auditor: PricewaterhouseCoopers Auditores Independentes Ltda. will start its activities from the review of the quarterly information for the first quarter of 2025 and will conduct the audit work for the Company's subsidiaries, except for Raízen.

 

7. Management Declaration


In compliance with the provisions of CVM Resolution No. 80, the Management declares that it has discussed, reviewed, and agreed with the financial statements for the fiscal year ending December 31, 2024, and with the opinions expressed in the independent auditors' report.


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CONTENT 


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

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Tel.: + 55 11 3848 5880

Fax: + 55 11 3045 7363

www.bdo.com.br

Rua Major Quedinho, 90

Consolação – São Paulo, SP

Brazil 01050-030

 

 

 

To the

Shareholders, Board Members and Management of

Cosan S.A.

São Paulo – SP

  

Opinion

 

We have audited the individual and consolidated financial statements of Cosan S.A. (“Company”), identified as parent company and consolidated, respectively, which comprise the statement of financial position as at December 31, 2024, and the respective statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding notes to the financial statements, including material accounting policies and other explanatory information.

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the Company’s individual and consolidated financial position as at December 31, 2024, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with Brazilian accounting practices and International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB).

 

Basis for opinion on the individual and consolidated financial statements

 

We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles established in the Code of Ethics for Professional Accountants and in the professional standards issued by the Brazilian Federal Council of Accounting (CFC), and we have fulfilled our other ethical responsibilities in accordance with these standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

  

Key audit matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year.  These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole and in forming our opinion thereon and, accordingly, we do not provide a separate opinion on these matters. We determined that the matters described below are the key audit matters to be communicated in our report.


BDO RCS Auditores Independentes SS Ltda. is a Brazilian limited liability company, member of BDO International Limited, a UK company limited by guarantee, and is part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each BDO member firm.  

 


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Assessment on the recoverability of the indirect subsidiary Rumo Malha Sul S.A. and of the associated company Vale S.A. (“Rumo Malha Sul and Vale S.A.”)

As disclosed in Notes 11.1 and 9.4 to the individual and consolidated financial statements, as at December 31, 2024, the Company and its subsidiaries recognized impairment losses on the indirect subsidiary Rumo Malha S.A. and on the associated company Vale S.A. in the amounts of R$ 2,967,203 thousand and R$ 4,672,396 thousand, respectively, considering the following aspects: (i) Rumo Malha Sul S.A. was significantly affected by severe weather conditions in the first quarter of 2024, whose value in use was measured based on the adoption of the discounted cash flow method, projected until February 2027, expiration date of the concession, which resulted in the identification of the impairment loss in the amount mentioned above; (ii) the Company found, based on the prolonged and significant decrease in the fair value of Vale S.A.'s shares, the existence of objective evidence of impairment and, therefore, estimated the net fair value less selling expenses of this investment as at December 31, 2024, resulting in the recognition of an impairment loss in the amount mentioned above.  

 

Since Management exercises significant judgment in determining the criteria and assumptions used in the process of assessing the recoverable value of these investments, as well as the magnitude of the amounts involved and their material effects on the individual and consolidated financial statements, we consider this to be a key audit matter.

 

Audit response

Our audit procedures included, among others:


§  Understanding of relevant internal control environment related to the asset impairment testing process, when applicable, including internal controls over the identification of indication and objective evidence of impairment;
§  Adoption of group audit procedures, evaluating the risks involved and procedures performed by the auditors of component, including Rumo Malha Sul S.A. related to the Company’s individual and consolidated financial statements, as well as the preparation and submission of audit instructions to the component team members and oversight and monitoring by the Company’s audit team;
§  Review of the reasonableness of the model adopted by Management to calculate the measurement at the estimated net fair value less selling expenses of Vale S.A, including the assessment of the main assumptions and criteria used, as well as the technical memorandum prepared by Management;
§  Review of arithmetic calculations on the recognition and measurement of the impairment loss on these investments;
§  Review of the disclosures made by the Company in its financial statements.

 

Based on the results of the audit procedures described above, we believe that the criteria and assumptions adopted by Management to determine the impairment loss on these investments are reasonable, considering the applicable accounting practices and reasonableness of the projections supporting documentation, maintained by Management, to corroborate its conclusion.



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Provision for legal claims

As disclosed in Note 16, the Company and its subsidiaries are party to legal and administrative proceedings at tax, civil, environmental, regulatory and labor levels, which arise from the normal course of its business. As at December 31, 2024, the Company and its subsidiaries have (i) tax and (ii) civil, environmental, and regulatory matters being discussed at several procedural levels, classified as possible and probable losses, in the total consolidated amount of R$ 16,422,932 thousand and R$ 7,387,950 thousand, respectively, of which R$ 745,896 thousand and R$ 818,422 thousand, respectively, represent the matters provisioned, referring to proceedings with probable outflow of funds, according to the evaluation of Management based on the opinion of its legal counselors.

 

The definition of the amounts provisioned and disclosed depends on Management’s critical judgment in relation to the probability of loss highlighted in the ongoing legal discussions, as a result of the interpretations of the current legislation, judicial decisions and evolution of the jurisprudence. Additionally, considering the relevance of the amounts involved and the complexity of the legal and regulatory environment, any changes in the assumptions adopted for determining the loss prognosis may have a material impact on the Company's individual and consolidated financial statements.

 

Due to the significance of the amounts involved in contingencies classified as possible loss, the increased number of court claims the Company is party to and the complexity of the judgements made by Management in the process of measuring those contingencies, we consider this to be a key audit matter.

 

Audit response

Our audit procedures included, among others:


§   Meetings with key-personnel from the Company’s legal department;
§  Understanding and assessment of the internal control environment related to the cycle of identification, recognition, measurement and disclosure of contingent liabilities; for capitalization;
§   Application of group audit procedures, evaluating the risks involved and procedures performed by the auditors of significant components on the accounting information of these components that relate to the Company’s consolidated financial statements, including the preparation and submission of audit instructions to the component engagement team members and oversight and monitoring by the Company’s audit team;
§   Evaluation of the methodology, assumptions and criteria used by the Company, including adjustments, for the recognition, measurement and disclosure of contingencies in the financial statements;
§   Obtaining of external confirmation letters from the legal advisors responsible for the proceedings, in order to confirm: (i) the existence of proceedings and their current status; (ii) the respective assessment of loss involved and the applicable legal grounds;
§   Involvement of our tax specialists to evaluate the type, grounds and/or defense thesis, and occasional changes to loss probability classification for the certain relevant tax proceedings considered as possible loss, that include complex judgement and subjectivity in the evaluations;
§   Regarding tax aspects related to taxes on profits, our assessment included: (i) meetings with Management to understand the existing internal controls to identify and monitor uncertain tax treatments; (ii) criteria adopted for the recognition and measurement of tax liabilities, if applicable;
§   Review of the disclosures made by the Company in its financial statements.

 

Based on the procedures applied, we considered acceptable the assumptions used by Management to measure the provisions for contingencies and their disclosure in the context of the financial statements taken as a whole.

 


Other matters

 

Statements of value added

 

The individual and consolidated statements of value added, prepared under the responsibility of the Company’s Management for the year ended December 31, 2024, and presented as supplemental information for IFRS purposes, were submitted to audit procedures along with the audit of the Company’s financial statements. In order to form an opinion, we have checked whether these statements are reconciled with the financial statements and accounting records as applicable, and whether their form and contents meet the criteria established in Technical Pronouncement CPC/NBCTG 09 - Statement of Value Added. In our opinion, the statements of value added were properly prepared, in all material respects, in accordance with the criteria established in that Technical Pronouncement and are consistent with the individual and consolidated financial statements taken as a whole.

  

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

 

The Company’s Management is responsible for the other information that comprises the Management Report.

 

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion thereon.

 

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether the report is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Management Report, we are required to report that fact. We have nothing to report in this regard.

 

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

 

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with Brazilian accounting practices and the IFRS issued by IASB, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.




Graphics

 

Auditor’s responsibilities for the audit of the individual and consolidated financial statements

 

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with Brazilian standards and ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 


§ Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;
§ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries’ internal controls;
§ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and disclosures made by Management;
§ Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries’ ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern;
§

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

§ Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit.



Graphics

  

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

 

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

 

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

 

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

  

São Paulo, March 10, 2025.

 

Image11

BDO RCS Auditores Independentes SS Ltda.

CRC 2 SP 013846/O-1

 

 

Luiz Gustavo Pereira dos Santos

Accountant CRC 1 SP 258849/O-9

 

 

(In thousands of Reais)


 

 

 

Parent Company

 

Consolidated

 

Note

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

5.2

 

2,201,267

 

1,769,976

 

16,903,542

 

14,658,481

Restricted cash

5.3

 

 

 

28,006

 

7,860

Marketable securities

5.3

 

805,335

 

705,777

 

3,272,941

 

3,407,955

Trade receivables

5.7

 

 

 

3,730,364

 

3,330,488

Derivative financial instruments

5.6

 

18,402

 

54,935

 

905,341

 

202,399

Inventories

7

 

 

 

2,072,905

 

1,792,714

Receivables from related parties

5.8

 

114,099

 

173,351

 

197,063

 

251,471

Income tax receivable

 

 

453,308

 

508,268

 

793,721

 

888,942

Other current tax receivable

6

 

5,364

 

8,346

 

886,136

 

745,856

Dividend receivable

17

 

19,377

 

319,135

 

153,548

 

255,777

Reduction of capital receivable

2.1

 

1,013,714

 

 

 

Sectorial financial assets

5.10

 

 

 

221,947

 

207,005

Other financial assets

 

 

 

 

675

 

690

Other current assets

 

 

50,896

 

177,001

 

629,426

 

722,386

Current assets

 

 

4,681,762

 

3,716,789

 

29,795,615

 

26,472,024

Current assets held for sale

8

 

796,211

 

2,998

 

978,788

 

2,138,165

 

 

 

5,477,973

 

3,719,787

 

30,774,403

 

28,610,189

 

 

 

 

 

 

 

 

 

 

Trade receivables

5.7

 

 

 

265,370

 

114,148

Marketable securities

5.3

 

 

 

113,360

 

96,006

Restricted cash

5.3

 

 

81,621

 

146,297

 

195,392

Deferred tax assets

15

 

1,758,410

 

2,478,911

 

4,495,296

 

5,609,030

Receivables from related parties

5.8

 

292,882

 

174,745

 

202,826

 

88,620

Income tax receivable

 

 

 

 

264,308

 

432,360

Other non-current tax receivable

6

 

35,177

 

33,639

 

1,334,553

 

1,132,703

Judicial deposits

16

 

416,969

 

403,489

 

1,056,690

 

895,901

Derivative financial instruments

5.6

 

1,547,093

 

102,881

 

2,893,987

 

2,344,400

Sectorial financial assets

5.10

 

 

 

509,695

 

341,695

Other non-current assets

 

 

140,594

 

71,250

 

739,386

 

216,694

Other financial assets

 

 

 

 

3,820

 

2,423

Investments in subsidiaries and associates

9.1

 

31,308,696

 

35,741,778

 

10,678,566

 

17,611,369

Investment in joint ventures

10

 

1,193,072

 

1,320,592

 

10,545,044

 

11,742,442

Property, plant and equipment

11.1

 

39,038

 

39,817

 

23,019,016

 

21,239,974

Intangible assets and goodwill

11.2

 

9,873

 

6,863

 

26,330,785

 

22,650,287

Contract assets

11.3

 

 

 

1,114,830

 

1,052,105

Right-of-use assets

11.4

 

17,557

 

22,200

 

9,958,751

 

9,513,518

Investment property

11.5

 

 

 

16,818,919

 

15,976,126

Non-current assets

 

 

36,759,361

 

40,477,786

 

110,491,499

 

111,255,193

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

42,237,334

 

44,197,573

 

141,265,902

 

139,865,382


The accompanying notes are an integral part of these individual and consolidated financial statements.


Statement of financial position

(In thousands of Reais)


 

 

 

Parent Company

 

Consolidated

 

Note

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Liabilities

 

 

 

 

 

 

 

 

 

Loans, borrowings and debentures

5.4

 

347,032

 

800,987

 

4,403,148

 

4,882,398

Leases

5.5

 

9,227

 

8,959

 

1,007,533

 

733,063

Derivative financial instruments

5.6

 

1,074,991

 

364,747

 

2,504,117

 

1,250,520

Trade payables

5.9

 

2,900

 

2,431

 

5,168,593

 

3,920,273

Employee benefits payables

 

 

43,356

 

61,926

 

794,906

 

829,329

Income tax payables

 

 

18,514

 

2,716

 

414,823

 

445,934

Other taxes payable

14

 

78,197

 

226,556

 

637,842

 

673,718

Dividends payable

17

 

3,495

 

276,065

 

96,722

 

549,054

Reduction of capital payable

 

 

 

 

486,285

 

Concessions payable

13

 

 

 

166,273

 

250,971

Related party payables

5.8

 

210,620

 

198,899

 

416,410

 

322,160

Sectorial financial liabilities

5.10

 

 

 

64,718

 

70,013

Other financial liabilities

5

 

 

 

770,103

 

476,895

Other current liabilities

 

 

298,534

 

593,643

 

895,223

 

1,516,084

Current liabilities

 

 

2,086,866

 

2,536,929

 

17,826,696

 

15,920,412

Liabilities related to assets held for sale

8

 

 

 

86,138

 

238,393

 

 

 

2,086,866

 

2,536,929

 

17,912,834

 

16,158,805

Loans, borrowings and debentures

5.4

 

21,003,523

 

12,695,337

 

62,052,278

 

52,022,256

Leases

5.5

 

15,232

 

20,584

 

5,502,220

 

4,542,731

Derivative financial instruments

5.6

 

29,883

 

281,238

 

966,087

 

2,164,625

Trade payables

5.9

 

 

 

19,256

 

264,252

Employee benefits payables

 

 

 

 

19,101

 

Other taxes payable

14

 

216,203

 

158,857

 

255,245

 

163,242

Provision for legal proceedings

16

 

308,607

 

401,093

 

2,044,633

 

1,714,403

Concessions payable

13

 

 

 

3,554,917

 

3,314,402

Investments with unsecured liabilities

9.1

 

263,722

 

146,276

 

 

Related party payables

5.8

 

7,052,404

 

6,449,968

 

1,078

 

1,078

Post-employment benefits

23

 

279

 

313

 

526,620

 

617,647

Deferred tax liabilities

15

 

 

 

5,973,506

 

5,225,433

Sectorial financial liabilities

5.10

 

 

 

1,975,521

 

1,740,685

Deferred income

 

 

 

 

16,589

 

19,129

Other financial liabilities

5

 

 

 

297,736

 

Other non-current liabilities

 

 

356,851

 

551,671

 

749,919

 

935,514

Non-current liabilities

 

 

29,246,704

 

20,705,337

 

83,954,706

 

72,725,397

Total liabilities

 

 

31,333,570

 

23,242,266

 

101,867,540

 

88,884,202

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

17

 

 

 

 

 

 

 

 

Share capital

 

 

8,832,544

 

8,682,544

 

8,832,544

 

8,682,544

Treasury shares

 

 

(50,708)

 

(93,917)

 

(50,708)

 

(93,917)

Additional paid-in capital

 

 

2,205,878

 

2,561,964

 

2,205,878

 

2,561,964

Accumulated other comprehensive income

 

 

565,855

 

314,325

 

565,855

 

314,325

Retained earnings

 

 

8,773,990

 

9,490,391

 

8,773,990

 

9,490,391

Accumulated loss

 

 

(9,423,795)

 

 

(9,423,795)

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

10,903,764

 

20,955,307

 

10,903,764

 

20,955,307

Non-controlling interest

9.3

 

 

 

28,494,598

 

30,025,873

Total shareholders' equity

 

 

10,903,764

 

20,955,307

 

39,398,362

 

50,981,180

Total liabilities and shareholders' equity

 

 

42,237,334

 

44,197,573

 

141,265,902

 

139,865,382


 The accompanying notes are an integral part of these individual and consolidated financial statements.

 

(In thousands of Reais, except earnings per share)

 

 

 

Parent Company

 

Consolidated

 

Note

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Net sales

19

 

 

 

43,950,742

 

39,468,497

Cost of sales

20

 

 

 

(30,236,061)

 

(28,549,896)

Gross profit

 

 

 

 

13,714,681

 

10,918,601

 

 

 

 

 

 

 

 

 

 

Selling expenses

20

 

 

 

(1,575,890)

 

(1,350,570)

General and administrative expenses

20

 

(368,154)

 

(437,390)

 

(2,845,282)

 

(2,527,974)

Other operating income (expenses), net

21

 

(126,151)

 

(69,256)

 

1,549,834

 

3,924,377

Impairment

21

 

 

 

(3,155,400)

 

Operating expenses

 

 

(494,305)

 

(506,646)

 

(6,026,738)

 

45,833

 

 

 

 

 

 

 

 

 

 

Profit before equity in earnings of investees, finance results and income taxes

 

 

(494,305)

 

(506,646)

 

7,687,943

 

10,964,434

 

 

 

 

 

 

 

 

 

 

Impairment in associate

9.1

 

 

 

(4,672,396)

 

Interest in earnings (losses) of subsidiaries and associates

9.1

 

(2,960,668)

 

2,236,069

 

1,719,031

 

350,399

Interest in earnings (losses) of joint ventures

10

 

(142,161)

 

192,472

 

(1,229,980)

 

1,695,945

Equity in earnings of investees

 

 

(3,102,829)

 

2,428,541

 

(4,183,345)

 

2,046,344

 

 

 

 

 

 

 

 

 

 

Finance expense

 

 

(2,357,419)

 

(1,934,520)

 

(7,637,116)

 

(11,337,430)

Finance income

 

 

291,426

 

829,235

 

2,655,899

 

3,028,134

Foreign exchange, net

 

 

(3,557,941)

 

712,582

 

(5,741,359)

 

1,777,438

Net effect of derivatives

 

 

327,317

 

(1,098,745)

 

1,972,859

 

(1,365,169)

Finance results, net

22

 

(5,296,617)

 

(1,491,448)

 

(8,749,717)

 

(7,897,027)

 

 

 

 

 

 

 

 

 

 

Profit (loss) before income taxes

 

 

(8,893,751)

 

430,447

 

(5,245,119)

 

5,113,751

 

 

 

 

 

 

 

 

 

 

Income taxes

15

 

 

 

 

 

 

 

 

Current

 

 

(48,781)

 

30,562

 

(1,952,203)

 

(1,645,063)

Deferred

 

 

(666,350)

 

617,728

 

(1,238,319)

 

1,370,637

 

 

 

(715,131)

 

648,290

 

(3,190,522)

 

(274,426)

Profit (loss) for the year from continuing operations

 

 

(9,608,882)

 

1,078,737

 

(8,435,641)

 

4,839,325

Profit for the year from discontinued operations, net of tax

8

 

185,087

 

15,654

 

273,875

 

45,419

Profit (loss) for the year

 

 

(9,423,795)

 

1,094,391

 

(8,161,766)

 

4,884,744

 

 

 

 

 

 

 

 

 

 

Profit (loss) attributable to:

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

(9,423,795)

 

1,094,391

 

(9,423,795)

 

1,094,391

Non-controlling interest

 

 

 

 

1,262,029

 

3,790,353

 

 

 

(9,423,795)

 

1,094,391

 

(8,161,766)

 

4,884,744

 

 

 

 

 

 

 

 

 

 

Earnings per share of continued operations

18

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

(R$5.1586)

 

R$0.5778

Diluted

 

 

 

 

 

 

(R$5.1593)

 

R$0.5751

 

 

 

 

 

 

 

 

 

 

Earnings per share of discontinued operations

18

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

R$0.0994

 

R$0.0084

Diluted

 

 

 

 

 

 

R$0.0990

 

R$0.0084


The accompanying notes are an integral part of these individual and consolidated financial statements.



(In thousands of Reais)


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Profit (loss) for the year

(9,423,795)

 

1,094,391

 

(8,161,766)

 

4,884,744

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

Foreign currency translation differences

466,811

 

(109,134)

 

537,111

 

(172,501)

Gain (loss) on cash flow hedge

(303,494)

 

(92,491)

 

(393,651)

 

(125,233)

 

163,317

 

(201,625)

 

143,460

 

(297,734)

 

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

Actuarial gains (losses) with defined benefit plan

88,213

 

(51,596)

 

162,598

 

(71,550)

Deferred taxes

 

 

(55,283)

 

24,327

 

88,213

 

(51,596)

 

107,315

 

(47,223)

 

 

 

 

 

 

 

 

Comprehensive income from continuing operations

(9,357,352)

 

825,516

 

(8,184,866)

 

4,494,368

Comprehensive income from discontinued operations

185,087

 

15,654

 

273,875

 

45,419

Total comprehensive income (loss) for the year

(9,172,265)

 

841,170

 

(7,910,991)

 

4,539,787

 

 

 

 

 

 

 

 

Comprehensive income (loss) attributable to:

 

 

 

 

 

 

 

Owners of the Company

(9,172,265)

 

841,170

 

(9,172,265)

 

841,170

Non-controlling interest

 

 

1,261,274

 

3,698,617

 

(9,172,265)

 

841,170

 

(7,910,991)

 

4,539,787


The accompanying notes are an integral part of these individual and consolidated financial statements.


(In thousands of Reais)



 

 

 

 

 

Capital reserve

 

 

 

Profit reserve

 

 

 

 

 

 

 

 

 

 

Share capital

 

Treasury share

 

Corporate transactions - Law 6404/76

 

Capital transactions

 

Accumulated other comprehensive income (loss)

 

Legal

 

Statutory reserve

 

Unrealized profit

 

Retained earnings

 

Accumulated profits

 

Equity attributable to controlling shareholders

 

Interest of non-controlling shareholders

 

Total equity

Balance as of January 1, 2023

 

8,402,544

 

(107,140)

 

737

 

2,319,191

 

567,546

 

58,802

 

9,240,466

 

171,021

 

 

 

20,653,167

 

27,516,232

 

48,169,399

Profit for the year

 

 

 

 

 

 

 

 

 

 

1,094,391

 

1,094,391

 

3,790,353

 

4,884,744

Other comprehensive income (note 17 (f))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from cash flow hedge

 

 

 

 

 

(92,491)

 

 

 

 

 

 

(92,491)

 

(32,742)

 

(125,233)

Foreign currency translation differences

 

 

 

 

 

(109,134)

 

 

 

 

 

 

(109,134)

 

(63,367)

 

(172,501)

Actuarial gain (loss) on defined benefit plan, net of tax

 

 

 

 

 

(51,596)

 

 

 

 

 

 

(51,596)

 

4,373

 

(47,223)

Total comprehensive income (loss) for the year

 

 

 

 

 

(253,221)

 

 

 

 

 

1,094,391

 

841,170

 

3,698,617

 

4,539,787

Transactions with owners of the Company contributions and distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase

 

280,000

 

 

 

 

 

 

(280,000)

 

 

 

 

 

 

Funds from capital increase and decrease in subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

6,657

 

6,657

Gain from capital increase in a subsidiary

 

 

 

 

60,348

 

 

 

 

 

 

 

60,348

 

10,830

 

71,178

Share based payments

 

 

13,223

 

 

(40,113)

 

 

 

 

 

 

 

(26,890)

 

(79,565)

 

(106,455)

Write-off of interest in subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

(22,280)

 

(22,280)

Dividends and allocation of results

 

 

 

 

 

 

 

(349,670)

 

(171,021)

 

820,793

 

(820,793)

 

(520,691)

 

(1,581,323)

 

(2,102,014)

Mandatory minimum dividends

 

 

 

 

 

 

 

 

 

 

(273,598)

 

(273,598)

 

 

(273,598)

Business combination

 

 

 

 

 

 

 

 

 

 

 

 

237,460

 

237,460

Employee share schemes - value of employee services

 

 

 

 

135,653

 

 

 

 

 

 

 

135,653

 

50,664

 

186,317

Total contributions and distributions

 

280,000

 

13,223

 

 

155,888

 

 

 

(629,670)

 

(171,021)

 

820,793

 

(1,094,391)

 

(625,178)

 

(1,377,557)

 

(2,002,735)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

Gain on dividends from subsidiary

 

 

 

 

79,825

 

 

 

 

 

 

 

79,825

 

188,581

 

268,406

Change of shareholding interest in subsidiary

 

 

 

 

6,323

 

 

 

 

 

 

 

6,323

 

 

6,323

Total transactions with owners of the Company

 

 

 

 

86,148

 

 

 

 

 

 

 

86,148

 

188,581

 

274,729

Total transactions with owners of the Company contributions and distributions:

 

280,000

 

13,223

 

 

242,036

 

 

 

(629,670)

 

(171,021)

 

820,793

 

(1,094,391)

 

(539,030)

 

(1,188,976)

 

(1,728,006)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2023

 

8,682,544

 

(93,917)

 

737

 

2,561,227

 

314,325

 

58,802

 

8,610,796

 

 

820,793

 

 

20,955,307

 

30,025,873

 

50,981,180


The accompanying notes are an integral part of these individual and consolidated financial statements.


Statement of changes in equity

(In thousands of Reais)


 

 

 

 

 

 

Capital reserve

 

 

 

Profit reserve

 

 

 

 

 

 

 

 

 

Share capital

 

Treasury share

 

Corporate transactions - Law 6404/76

 

Additional paid-in capital

 

Accumulated other comprehensive income

 

Legal

 

Statutory reserve

 

Accumulated loss

 

Equity attributable to controlling shareholders

 

Interest of non-controlling shareholders

 

Total equity

At January 1, 2024

 

8,682,544

 

(93,917)

 

737

 

2,561,227

 

314,325

 

58,802

 

9,431,589

 

 

20,955,307

 

30,025,873

 

50,981,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) profit for the year

 

 

 

 

 

 

 

 

(9,423,795)

 

(9,423,795)

 

1,262,029

 

(8,161,766)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (note 17 (f))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from cash flow hedge

 

 

 

 

 

(303,494)

 

 

 

 

(303,494)

 

(90,157)

 

(393,651)

Foreign currency translation differences

 

 

 

 

 

466,811

 

 

 

 

466,811

 

70,300

 

537,111

Actuarial gain on defined benefit plan, net of tax

 

 

 

 

 

88,213

 

 

 

 

88,213

 

19,102

 

107,315

Total comprehensive income (loss) for the year

 

 

 

 

 

251,530

 

 

 

(9,423,795)

 

(9,172,265)

 

1,261,274

 

(7,910,991)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company contributions and distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase (note 17(a))

 

150,000

 

 

 

 

 

 

(150,000)

 

 

 

 

(Loss) Gain on capital reduction in subsidiary

 

 

 

 

(60,111)

 

 

 

 

 

 

(60,111)

 

(634,660)

 

(694,771)

Own shares acquired

 

 

(190,593)

 

 

 

 

 

 

 

(190,593)

 

 

(190,593)

Cancellation of treasury shares

 

 

118,975

 

 

(118,975)

 

 

 

 

 

 

 

Share based payments

 

 

114,827

 

 

(202,625)

 

 

 

 

 

(87,798)

 

13,367

 

(74,431)

Loss in dividend distribution to non-controlling shareholders

 

 

 

 

(712)

 

 

 

 

 

(712)

 

1,141

 

429

Dividends and allocation of results

 

 

 

 

 

 

 

(566,401)

 

 

(566,401)

 

(2,382,267)

 

(2,948,668)

Business combination (note 9.2)

 

 

 

 

 

 

 

 

 

 

574,598

 

574,598

Disposals of assets held for sale

 

 

 

 

 

 

 

 

 

 

(372,030)

 

(372,030)

Employee share schemes - value of employee services

 

 

 

 

29,819

 

 

 

 

 

29,819

 

4,330

 

34,149

Total contributions and distributions

 

150,000

 

43,209

 

 

(352,604)

 

 

 

(716,401)

 

 

(875,796)

 

(2,795,521)

 

(3,671,317)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change of shareholding interest in subsidiary (note 9.1)

 

 

 

 

(3,482)

 

 

 

 

 

(3,482)

 

2,972

 

(510)

Total transactions with owners of the Company

 

 

 

 

(3,482)

 

 

 

 

 

(3,482)

 

2,972

 

(510)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners of the Company contributions and distributions:

 

150,000

 

43,209

 

 

(356,086)

 

 

 

(716,401)

 

 

(879,278)

 

(2,792,549)

 

(3,671,827)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2024

 

8,832,544

 

(50,708)

 

737

 

2,205,141

 

565,855

 

58,802

 

8,715,188

 

(9,423,795)

 

10,903,764

 

28,494,598

 

39,398,362


The accompanying notes are an integral part of these individual and consolidated financial statements.


(In thousands of Reais)





Parent Company
Consolidated

Note
12/31/2024
12/31/2023
12/31/2024
12/31/2023

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

(Loss) profit before income taxes

 

 

(8,893,751)

 

430,447

 

(5,245,119)

 

5,113,751

 

 

 

 

 

 

 

 

 

 

Adjustments for:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

20

 

15,862

 

14,401

 

3,868,583

 

3,364,943

Loss on disposed assets

21

 

 

 

3,155,400

 

Impairment in associate

9.1

 

 

 

4,672,396

 

Interest in earnings (losses) of subsidiaries and associates

9.1

 

2,960,668

 

(2,236,069)

 

(1,719,031)

 

(350,399)

Interest in earnings (losses) of joint ventures

10

 

142,161

 

(192,472)

 

1,229,980

 

(1,695,945)

Loss (gain) on disposed assets

21

 

16

 

(13,563)

 

(141,863)

 

17,016

Share based payment

24

 

42,260

 

109,467

 

65,901

 

207,713

Change in fair value of investment properties                                                        

11.5

 

 

 

(1,273,033)

 

(2,259,924)

Provision for legal proceedings

21

 

47,391

 

86,619

 

313,876

 

204,158

Interest, derivatives, monetary and foreign exchange, net

 

 

5,396,731

 

1,589,201

 

10,217,952

 

9,379,506

Sectorial financial assets and liabilities, net

5.10

 

 

 

(37,061)

 

(110,125)

Provisions for employee benefits

 

 

35,759

 

58,522

 

454,930

 

419,241

Allowance for expected credit losses

 

 

 

 

52,839

 

74,706

Profit on sale of investments

21

 

 

 

383,205

 

Tax credit recovery

 

 

 

 

(6,030)

 

(33,384)

Deferred income

 

 

 

 

3,318

 

(597,998)

Revenue from finance investment

 

 

 

 

 

(1,284,647)

Other

 

 

90,599

 

(49,502)

 

(261,305)

 

278,427

 

 

 

(162,304)

 

(202,949)

 

15,734,938

 

12,727,039

Variation in:

 

 

 

 

 

 

 

 

 

Trade receivable

 

 

 

 

546,218

 

573,737

Inventories

 

 

 

 

159,667

 

(83,166)

Other taxes, net

 

 

(73,093)

 

66,903

 

(354,401)

 

454,941

Income tax

 

 

136,338

 

92,318

 

(1,487,693)

 

(1,272,145)

Related parties, net

 

 

(68,543)

 

5,325

 

105,490

 

(188,798)

Trade payables

 

 

972

 

(117,333)

 

(180,867)

 

(252,810)

Employee benefits

 

 

(59,409)

 

(45,897)

 

(542,241)

 

(356,210)

Provision for legal proceedings

 

 

4,638

 

(26,976)

 

(305,324)

 

(461,574)

Derivatives financial instruments

 

 

 

 

(9,192)

 

2,894

Other financial liabilities

 

 

 

 

(26,275)

 

(566,058)

Judicial deposits

 

 

(11,194)

 

(36,036)

 

(149,118)

 

(22,862)

Post-employment benefits obligation

 

 

 

 

(37,549)

 

(34,235)

Other assets and liabilities, net

 

 

(43,128)

 

(18,002)

 

(372,367)

 

(244,309)

 

 

 

(113,419)

 

(79,698)

 

(2,653,652)

 

(2,450,595)

 

 

 

 

 

 

 

 

 

 

Net cash (used in) generated from operating activities

 

 

(275,723)

 

(282,647)

 

13,081,286

 

10,276,444

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Capital contribution to associates

9.1

 

(4,173,198)

 

(2,716,505)

 

(29,997)

 

(47,300)

Capital contribution in joint ventures

10

 

(12,337)

 

 

(12,337)

 

Acquisition of subsidiary, net of acquired cash

 

 

(608,132)

 

(567,577)

 

(962,378)

 

(702,577)

Purchase of marketable securities

 

 

(44,698)

 

72,305

 

551,003

 

(507,976)

Restricted cash

 

 

86,562

 

(40,036)

 

42,012

 

(60,498)



Statement of cash flow

(In thousands of Reais)




Parent Company
Consolidated

Note
12/31/2024
12/31/2023
12/31/2024
12/31/2023

Dividends received from associates                               

17

 

3,138,556

 

855,188

 

1,018,794

 

254,905

Dividends received from joint venture

17

 

228,342

 

351,092

 

293,912

 

906,534

Dividends received from finance investment

 

 

 

 

 

1,305,410

Acquisition of instruments designated at fair value

 

 

 

 

(621)

 

(7,485)

Cash in the incorporation operation

 

 

352

 

 

 

Proceeds from capital contributions by non-controlling shareholders

9.1

 

1,137,186

 

16,088

 

 

99,040

Acquisition of property, plant and equipment, intangible and contract assets

 

 

(13,435)

 

(7,209)

 

(7,834,521)

 

(6,267,962)

Proceeds from the sale of investments

 

 

16,847

 

15,000

 

2,725,625

 

645,772

Net cash from sale of discontinued operations

 

 

 

 

24,510

 

62,700

Acquisition of shares in associates

 

 

 

 

(17,047)

 

Receipt of derivative financial instruments, except debt

 

 

 

162,114

 

103,147

 

168,308

Payment of derivative financial instruments, except debt

 

 

(338,609)

 

(145,308)

 

(427,293)

 

(156,600)

Cash received on the sale of property, plant and equipment and intangible assets

 

 

 

 

36,934

 

4,637

Net cash used in investing activities

 

 

(582,564)

 

(2,004,848)

 

(4,488,257)

 

(4,303,092)











Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from loans, borrowings and debentures

5.4

 

6,911,676

 

8,636,528

 

16,983,225

 

12,785,628

Principal repayment of loans, borrowings and debentures

5.4

 

(1,160,058)

 

(579,942)

 

(12,187,560)

 

(8,054,763)

Payment of interest on loans, borrowings and debentures

5.4

 

(1,697,950)

 

(973,919)

 

(4,759,976)

 

(3,552,292)

Payment of derivative financial instruments

 

 

(589,868)

 

(787,608)

 

(2,860,601)

 

(2,851,267)

Proceeds from derivative financial instruments

 

 

249,677

 

789,574

 

1,144,473

 

1,193,534

Costs of banking operations with derivatives

 

 

 

 

(29,828)

 

(586,855)

Principal repayment of leases

5.5

 

(6,532)

 

(5,524)

 

(694,340)

 

(490,012)

Payment of interest on leases

5.5

 

(3,015)

 

(3,615)

 

(377,269)

 

(236,948)

Proceeds from capital contributions by non-controlling shareholders

 

 

 

 

 

(24,281)

Capital reduction

 

 

 

 

(204,967)

 

Related parties

 

 

(1,405,138)

 

(3,534,080)

 

 

Payments to redeem entity’s shares and acquisition of treasury shares

 

 

(192,915)

 

 

(192,915)

 

(103,283)

Dividends paid

17

 

(838,971)

 

(798,203)

 

(2,779,081)

 

(2,582,447)

Dividends paid for preferred shares

17

 

 

 

(668,022)

 

Gain on banking operations with derivatives

 

 

 

 

20,993

 

Payment of share-based compensation

 

 

 

 

 

(13,597)

Net cash generated from (used in) financing activities

 

 

1,266,906

 

2,743,211

 

(6,605,868)

 

(4,516,583)

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

408,619

 

455,716

 

1,987,161

 

1,456,769

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

 

1,769,976

 

1,348,461

 

14,658,481

 

13,301,716

Effect of the foreign exchange rate changes

 

 

22,672

 

(34,201)

 

257,900

 

(100,004)

Cash and cash equivalents at the end of the year

 

 

2,201,267

 

1,769,976

 

16,903,542

 

14,658,481

 

 

 

 

 

 

 

 

 

 

Additional information

 

 

 

 

 

 

 

 

 

Income taxes paid

 

 

 

 

1,200,228

 

361,726


The accompanying notes are an integral part of these individual and consolidated financial statements.


Statement of cash flow

(In thousands of Reais)

Non-cash transactions:

The Company presents its individual and consolidated statements of cash flows using the indirect method. During the year ended December 31, 2024, the Company carried out the following transactions that did not involve cash and, therefore, are not reflected in the parent company and consolidated statement of cash flows:

(i) Recognition of right-of-use as a counterpart to the lease liability in the amount of R$1,179,931 (R$2,037,779 on December 31, 2023), resulting from the application of inflation indexes and new contracts classified under the leasing rule (Note 11.4).
(ii) Acquisition of property, plant and equipment and intangible assets with payment in installments R$1,330,439 (R$860,551 on December 31, 2023).
(iii) In the subsidiary Compass Gás e Energia S.A. (“Compass”), there are remaining installments relating to the acquisition of Companhia Paranaense de Gás (“Compagas”) in the amount of R$595,567, which will be settled by September 2026.
(iv) Capital reduction payable in the amount of R$1,500,000 and R$1,320,000, in the subsidiaries Compass and Cosan Dez Participações S.A. (“Cosan Dez”), respectively, no changes in shareholdings.


Disclosure of interest and dividends:

Dividends and interest on equity capital received are classified as cash flow from investing activities by the Company. Dividends and interest received or paid are classified as cash flow from financing activities.

(In thousands of Reais)


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Revenue

 

 

 

 

 

 

 

Net sales

 

 

49,217,999

 

44,290,457

Other income (expenses), net

(79,955)

 

(23,940)

 

2,284,390

 

6,282,834

Impairment gain (loss) on trade receivables

 

 

25,279

 

(74,706)

 

(79,955)

 

(23,940)

 

51,527,668

 

50,498,585

Inputs purchased from third parties

 

 

 

 

 

 

 

Cost of goods sold and services rendered

 

 

26,288,059

 

25,155,268

Materials, energy, third-party services and other

160,083

 

145,668

 

2,324,006

 

3,782,239

 

160,083

 

145,668

 

28,612,065

 

28,937,507

 

 

 

 

 

 

 

 

Gross value added

(240,038)

 

(169,608)

 

22,915,603

 

21,561,078

 

 

 

 

 

 

 

 

Retention

 

 

 

 

 

 

 

Depreciation, amortization and impairment

15,862

 

14,401

 

7,023,983

 

3,364,943

Net value added

(255,900)

 

(184,009)

 

15,891,620

 

18,196,135

 

 

 

 

 

 

 

 

Value added transferred in

 

 

 

 

 

 

 

Impairment in associate

 

 

(4,672,396)

 

Interest in earnings (losses) of subsidiaries and associates

(2,960,668)

 

2,236,069

 

1,719,031

 

350,399

Interest in earnings (losses) of joint ventures

(142,161)

 

192,472

 

(1,229,980)

 

1,695,945

Profit for the year from discontinued operation, net of tax

185,087

 

15,654

 

273,875

 

45,419

Finance income

291,426

 

829,235

 

2,655,899

 

3,028,134

 

(2,626,316)

 

3,273,430

 

(1,253,571)

 

5,119,897

 

 

 

 

 

 

 

 

Value added to be distributed

(2,882,216)

 

3,089,421

 

14,638,049

 

23,316,032

 

 

 

 

 

 

 

 

Distribution of value added

 

 

 

 

 

 

 

Personnel and payroll charges

179,023

 

296,827

 

2,677,572

 

2,608,269

Direct remuneration

138,983

 

275,868

 

2,144,502

 

2,093,703

Benefits

13,803

 

12,191

 

411,539

 

401,914

FGTS and other

26,237

 

8,768

 

121,531

 

112,652

 

 

 

 

 

 

 

 

Taxes, fees and contributions

774,511

 

(622,481)

 

8,635,556

 

4,781,623

Federal

755,026

 

(627,134)

 

5,287,771

 

1,777,439

State

 

 

3,183,301

 

2,764,109

Municipal

19,485

 

4,653

 

164,484

 

240,075

 

 

 

 

 

 

 

 

Financial expenses and rents

5,588,045

 

2,320,684

 

11,486,687

 

11,041,396

Interest and foreign exchange variation

5,538,694

 

2,408,020

 

11,326,038

 

10,188,657

Rents

 

 

154,613

 

141,440

Other

49,351

 

(87,336)

 

6,036

 

711,299

 

 

 

 

 

 

 

 

Equity Remuneration

(9,423,795)

 

1,094,391

 

(8,161,766)

 

4,884,744

Non-controlling interests

 

 

1,262,029

 

3,790,353

Dividends

 

273,598

 

 

273,598

Retained (losses) profits

(9,608,882)

 

805,139

 

(9,697,670)

 

775,374

Profit for the year from discontinued operation, net of tax

185,087

 

15,654

 

273,875

 

45,419


The accompanying notes are an integral part of these individual and consolidated financial statements.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

           

Cosan S.A. (“Cosan” or “the Company”) is a publicly traded company at B3 S.A. - Brasil, Bolsa, Balcão (“B3”) in the special New Market (Novo Mercado) segment under the ticker “CSAN3”. The Company's American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange, or “NYSE”, and are traded under the ticker “CSAN”. Cosan is a corporation (sociedade anônima) of indefinite term incorporated under the laws of Brazil, with its registered office in the city of São Paulo, state of São Paulo. Mr. Rubens Ometto Silveira Mello is the ultimate controlling shareholder of Cosan.

As at December 31, 2024, Corporate Cosan (Corporate segment) is formed by the following entities:

Graphics

 

(i) Parent company with direct or indirect equity interest in subsidiaries and joint ventures. The main effects on its profit or loss are general and administrative expenses, contingencies, equity income and financial results attributed to loans.
(ii) Bradesco BBI S.A. (“Bradesco”) holds preferred shares corresponding to a 23.20% stake in Cosan Dez, which has a direct 88% stake in Compass.
(iii)  Itaú Unibanco S.A. (“Itaú”) holds preferred shares corresponding to a 26.91% stake in Cosan Nove Participações S.A. (“Cosan Nove”), which has a direct 39.09% stake in Raízen S.A. (“Raízen”).
(iv)  Cosan Oito S.A. (“Cosan Oito”), a subsidiary of Cosan S.A. that held a stake with significant influence in Vale S.A. (“Vale”), was merged into Cosan S.A. on January 8, 2025, as detailed in Note 25.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

2.1. RELEVANT EVENTS

COSAN CORPORATE

DISTRIBUTION OF DIVIDENDS AND INTEREST ON EQUITY OF VALE

During the year ended December 31, 2024, Vale's Board of Directors approved three distributions of remuneration to shareholders:

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

UNWIND VALE S.A. OPERATIONS

  • Collar Financing

During the first months of 2024, as shown in the table, the company brought forward the debts linked to the Vale operation, and in April 2024 100% of the debts and collar financing derivatives linked to the operation were settled.

 

 

Cosan ownership interest

 

Debt settlement

Cash Effect

 

 

Base date

 

Direct

 

Collar-related

 

Total

 

Principal

 

Interest

 

Gain settlement Collar (ii)

January, 2024

 

2.62%

 

2.03%

 

4.65%

 

(1,698,606)

 

(49,773)

 

188,140

February, 2024

 

3.91%

 

0.74%

 

4.65%

 

(2,067,956)

 

(63,689)

 

303,431

April, 2024 (i)

 

3.91%

 

 

3.91%

 

(1,918,773)

 

(65,880)

 

331,116

 

 

 

 

 

 

 

 

 

 

    (179,342)

 

      822,687

(i)                 On April 19, 2024, the Company concluded the sale of 33,524,185 shares, equivalent to 0.78% of Vale's voting share capital.

(ii)                The gain mentioned in this settlement was recognized in the financial results for the year.

  • Call Spread

On May 8, 2024, the Company settled in advance the first tranche of the Call Spread derivative structure, equivalent to 10,785,830 shares, or 0.24% of Vale's total shares. This operation eliminated the maturities in 2024 and generated a cash inflow of R$ 14,499, against a loss of R$ 82,265.

 

 

Cosan interest

 

Settlement gain/loss

Call Spread

Base date

 

% Settled in advance

 

% Remaining

 

Cash effect

 

Profit or loss – Finance results

May, 2024

 

0.24%

 

1.34%

 

14,499

 

(82,265)


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

VALE'S INVESTMENT IMPEARMENT

On December 31, the Company tested Vale for impairment and recognized a provision in the amount of R$4,672,396 as per note 9.4(b).

INTERNALIZATION OF SENIOR NOTES 2031

On February 16, 2024, the Company internalized the remaining funds from the Senior Notes due 2031, through the issuance of Loan 4131 by Cosan, in the amount of U.S.$600,000 thousand, or R$2,982,600, with an annual coupon of 6.6% for the first four semesters and interest payment of 7.25% p.a. for the others.

On the other hand, Cosan Luxembourg S.A. (“Cosan Luxembourg”) contracted a Time Deposit (“TD”) with the same amount and counterparty in US dollars, with semi-annual payment frequency and annual remuneration of 7.25%, having as underlying asset the issue of Loan 4131. For more information, see note 5.4 (e).

CAPITAL INCREASE AND REDUCTION AT COSAN OITO

On April 1, 2024, the Extraordinary General Meeting (“EGM”) approved the capital increase of the subsidiary Cosan Oito in the amount of R$6,452,500. Of this amount, R$2,382,500 was received in 2023 through an Advance for future capital increase (“AFAC”), and the balance of R$4,070,000 was received in 2024.

On May 23, 2024, the Annual and Extraordinary Shareholders' Meeting ("AGM") approved the capital reduction of the subsidiary Cosan Oito in the amount of R$730,000, without cancellation of shares and change in the company's equity interest.

Observing the 60-day period for creditors' opposition, the transaction was completed on July 24, 2024, with the full return of the amount to Cosan.

CHANGES TO COSAN'S EXECUTIVE BOARD

As of November 1, 2024, Mr. Nelson Roseira Gomes Neto stepped down the position of Chief Executive Office of Cosan and became the Chief Executive Office of Raízen. On the same date, Mr. Marcelo Eduardo Martins stepped down as Chief Strategy Officer and became the new Chief Executive Office of Cosan.

REDUCTION OF SHARE CAPITAL COSAN DEZ

On June 26, 2024, Cosan Dez Participações S.A. approved at an Extraordinary General Meeting the reduction of share capital in the amount of R$1,320,000, as it was considered excessive in accordance with article 173 of Law 6,404/76. The amount of the reduction will be returned to the shareholders in the proportion that they hold in the share capital of Cosan Dez and will be paid by December 31, 2025. The Company will receive the amount of R$1,013,760.

COMPASS

COMPASS DIVIDEND RESOLUTION

On March 27, 2024, the Board of Directors of the indirect subsidiary Compass approved the distribution of dividends in the amount of R$1,500,000. The payment took place on April 12, 2024, and the amount received by the subsidiary Cosan Dez was R$1,320,000.

START OF OPERATIONS TRSP

In 2024, there was the start of operations of TRSP - Terminal de Regaseificação de São Paulo S.A. (“TRSP”), whose operating and service model includes strategic LNG infrastructure and logistics assets.

The start of operations was mainly due to the completion of the LNG regasification terminal, located in Santos/SP. As shown in note 11.1, this asset was transferred from “work in progress” to the relevant asset classes.

CAPITAL REDUCTION

On August 30, 2024, the Extraordinary Shareholders' Meeting approved a capital reduction of R$1,500,000, as it was considered excessive, in accordance with article 173 of the Brazilian Corporate Law. The reduction will be carried out with a cash refund to the shareholders, without the cancellation of shares. On November 27, 2024, all the conditions precedent for the implementation and payment of the capital reduction were met. Payment is due by December 31, 2025.

ACQUISITION OF COMPAGAS SHARES

On September 16, 2024, the indirect subsidiary Compass Dois Ltda (“Compass Dois”) concluded the acquisition of a 51% equity interest, and control, in Companhia Paranaense de Gás - COMPAGAS ("Compagas") for the amount of R$962,125. For more details, see note 9.2.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

NORGÁS – COMPLETION OF THE SALE OF ASSETS HELD FOR SALE

On November 6, 2024, the indirect subsidiary Compass concluded the full sale of its 51% stake in Norgás S.A. (“Norgás”), in the amount of R$629,155, as disclosed in note 8.

MOOVE

MOOVE DIVIDEND RESOLUTION

On June 12, 2024, the Board of Directors of the subsidiary Moove Lubricants Holdings (“MLH”) approved the distribution of dividends in the amount of US$167,003 thousand, equivalent to R$900,000. The payment took place on June 21, 2024 and the Company received the amount of US$116,903 thousand, equivalent to R$630,000.

IPO MOOVE

On October 1, 2024, Moove announced its initial public offering of 25,000,000 shares of common stock pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission. However, on October 9, 2024, due to adverse capital market conditions and the deterioration of risk perception indicators on the global stage, Moove decided not to proceed with the initial public offering. The costs related to the preparation of the offering, including the expenses with the Stock Option Plan, totaling R$155,654, were recognized in the profit or loss in the fourth quarter of 2024.

RUMO

RENEWAL OF THE SUDAM TAX BENEFIT

On December 20, 2023, Rumo Malha Norte S.A. (“Rumo Malha Norte”) submitted to the Brazilian Federal Revenue Service (“RFB”) the constitutive report number 143/2023, issued by the Superintendency for the Development of the Amazon (“SUDAM”) on December 6, 2023, attesting to the fulfillment of the legal conditions and requirements required to renew the tax benefit for another 10 years. In view of the above, the RFB, in the use of its powers, decided on March 13, 2024, through executive declaratory act number 024213308, to recognize the right to a 75% reduction in income tax and the additional taxes referred to in Article 1 of Provisional Measure No. 2,199-14, of August 24, 2001, calculated on the basis of operating profit, for the legal entity Rumo Malha Norte.

RUMO'S JOINT VENTURE WITH CHS FOR NEW TERMINAL IN SANTOS

On March 25, 2024, the companies Rumo S.A. and EMBRAPORT - Empresa Brasileira de Terminais Portuários S.A. (“EMBRAPORT”) signed a binding agreement for the implementation of a new port terminal for handling grains and fertilizers in the port of Santos. The estimated investment for the construction of the Terminal is R$2,500,000 and will be financed with loans, in addition to potential strategic partnerships.

On August 7, 2024, as announced to the market, the subsidiary Rumo signed a strategic partnership for the development of the new port terminal.

Rumo and CHS Agronegócio – Indústria e Comércio Ltda. (“CHS”), a subsidiary of CHS Inc., entered into a binding agreement to create a joint venture that will implement the new Terminal, located in the area of EMBRAPORT, a company part of DP World Limited.

The Terminal will have the capacity to handle up to 12.5 million tons per year, of which 9 million tons will be grain and 3.5 million tons fertilizer. The start of construction is subject to compliance with conditions precedent, such as environmental licensing and legal and regulatory approvals.

CONCLUSION PRICE ADJUSTMENT FOR THE SALE OF ELEVAÇÕES PORTUÁRIAS S.A.

On April 30, 2024, CLI SUL S.A. (“CLI SUL”) completed the process of incorporating Elevações Portuárias S.A. (“EPSA”), after obtaining the necessary regulatory approvals. As a result of this corporate reorganization, Rumo received R$168,855 from CLI SUL on the same date. This amount refers to the additional acquisition price that CLI SUL undertook to pay Rumo, under the terms of the share purchase agreement signed between the parties on July 15, 2022, and corresponds to 20% of the outstanding balance of the acquisition financing, plus accrued interest and other charges, less the cash held by CLI SUL.

After the merger, CLI SUL's shareholders became Corredor Logística e Infraestrutura S.A. (“CLI”) and Rumo, with the shareholding split remaining at 80% for CLI and 20% for Rumo.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

ADDENDUM TO THE RUMO MALHA PAULISTA CONCESSION CONTRACT

On May 28, 2024, the subsidiary Rumo signed with the Federal Government, through the National Land Transport Agency (“ANTT”), the 6th Amendment to the Concession Agreement of the indirect subsidiary Rumo Malha Paulista.

In order to update the Book of Obligations, the indirect subsidiary Rumo Malha Paulista will need to restore the economic and financial balance of the contract in an amount estimated at approximately R$1,170,000, of which R$500,000 will be converted into investments in its railway network and the rest will be paid in 4 annual installments of R$167,500. The value of each annual installment will be adjusted by the accumulated variation of the IPCA between June 2023 and two months prior to the date of actual payment.

SALE OF SHARES IN TERMINAL XXXIX

On May 29, 2024, the subsidiary Rumo entered into a share purchase agreement, selling 50% of its equity stake in Terminal XXXIX de Santos S.A. (“T-XXXIX”) to a consortium formed between Bunge Alimentos S.A. and Zen-noh Grain Corporation, as disclosed in a material fact on the same date.

The sale of the stake in T-XXXIX represents a move towards financial discipline and capital recycling, strengthening the company's cash position so that it can concentrate its efforts on projects that support the ongoing capacity increase program and strengthen the structural competitiveness of the rail modal.

The effectiveness of the operation depends on compliance with the binding conditions set out in the instrument, which has not yet occurred as of December 31, 2024.

EARLY REDEMPTION OF DEBENTURES - RUMO MALHA PAULISTA S.A.

On June 26, 2024, the indirect subsidiary Rumo Malha Paulista made the optional early redemption of R$757,944, the total amount of the first series of the 2nd issue of simple debentures, not convertible into shares, of the unsecured type.

On redemption, the debenture holders received: (a) the balance of the nominal unit value of the debentures of the first series; (b) the remuneration of the first series, calculated pro rata temporis, since June 17, 2024; and (c) a premium of 0.25% on the redemption value, multiplied by the remaining term of the debentures.

On August 29, 2024, Rumo Malha Paulista made the optional early redemption of R$790,084, the total amount of the 3rd issue of simple debentures, not convertible into shares.

On redemption, the debenture holders received: (a) the balance of the nominal unit value of the first series debentures; (b) the remuneration of the first series, calculated pro rata temporis, from April 15, 2024 until the date of the optional early redemption; and (c) a premium of 0.30% on the redemption value, multiplied by the remaining term of the debentures.

PROVISION OF ASSET WRITE-OFFS AND IMPAIRMENT LOSS OF RUMO MALHA SUL

In the second quarter of 2024, Rio Grande do Sul was impacted by extreme weather events, which damaged the railway infrastructure of the indirect subsidiary Rumo Malha Sul S.A. (“Rumo Malha Sul”).

Given this context, and in accordance with Circular Letter No. 01/2024-CVM/SNC/SEP, Management brought forward the recoverability test of Rumo Malha Sul's permanent assets (fixed assets, intangibles and rights of use). Considering the climatic events and their impact on the term of use of the assets, Rumo made a provision of R$2,967,202 see Note 11.1. In addition, a provision was recognized to write off the residual value of the assets in the amount of R$182,041.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

RADAR

SALES OF AGRICULTURAL PROPERTIES

During 2024, Radar segment subsidiaries made the following sales of rural properties:

Company

Date

Farm

City / State

Hectares

Crop

Value

Jequitibá

07/19/2024

Vista Alegre

Araçatuba - SP

3,124

Sugarcane

213,000

Esus Brasil

10/03/2024

Santo Antônio

Martinópolis - SP

3,399

Sugarcane

172,000

Duguetiapar

10/08/2024

São Jorge

Paraguaçú Paulista - SP

579

Sugarcane

37,093

Duguetiapar

10/15/2024

Ipiranga

Echaporâ - SP

567

Sugarcane

34,907

Tellus Bahia

11/29/2024

Grão de Ouro

Correntina - BA

6,883

Grains

393,500

Nova Santa Bárbara

12/20/2024

Monte Belo

Monte-Mor - SP

782

Sugarcane

64,840

Nova Amaralina

12/20/2024

Santo Antônio

Monte-Mor - SP

24

Sugarcane

1,950

Nova Amaralina

12/20/2024

Capuava

Santa Bárbara D'Oeste - SP

76

Sugarcane

8,210

Terrainvest

12/23/2024

São Luiz

Dois Córregos - SP

46

Sugarcane

7,157

 

 

 

 

 

 

932,657

RAÍZEN

EXCLUSION OF ICMS FROM THE CALCULATION BASIS OF PIS AND COFINS

On April 10, 2024, the jointly controlled subsidiary Raízen, through the subsidiary Blueway Trading Importação e Exportação S.A. (“Blueway”), obtained the RFB's approval of the tax credit request, determining the exclusion of ICMS from the Programa de Integração Social (“PIS”) and Contribuição para Financiamento da Seguridade Social (“COFINS”) calculation basis in the amount of R$1,824,019, which impacted the equity income for the year by R$563,075.

DISTRIBUTION OF RAÍZEN DIVIDENDS

On July 30, 2024, the Board of Directors of the joint subsidiary Raízen approved the distribution of additional dividends in the amount of R$103,488. The amount declared corresponds entirely to dividends in the total amount of R$0.01001412421 per share, excluding treasury shares. The additional dividends herein declared will be paid by the company in a single installment, until the end of the fiscal year ending on March 31, 2025.

IMPACT OF INTERNATIONAL CONFLICTS

The Company continues to monitor the impacts of the war in Ukraine, as well as the unfolding of the conflict in the Middle East, as these are far-reaching events on the global economy and, therefore, on companies' financial reports.

The consequences of the war on the Financial Statements, mainly considering the impacts on key judgments and significant estimates, in addition to the operations that may be affected, are:

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

Up until now, there have been no impacts on the annual financial statements. The Cosan Group will continue to monitor the facts about the conflicts, with a view to potential impacts on the business and, consequently, on the financial statements.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

2.2 NEW DEBTS

Segment / Modalities

Date

Incidence of interest

Index

Funding costs

Value

Maturity

Cosan Corporate

 

 

 

 

 

 

Senior Notes

02/16/2024

Six-monthly

7.25% p.a.

          20,408

  2,982,600

06/27/2031

Loan 4131(i)

02/16/2024

Six-monthly

6.60% p.a.

2,982,600

06/27/2031

Debentures

06/28/2024

Six-monthly

CDI + 1.00% p.a.

2,563

725,000

06/28/2029

Debentures

06/28/2024

Six-monthly

CDI + 1.50% p.a.

2,706

725,000

06/28/2034

Debentures

10/18/2024

Six-monthly

DI + spread 0.50% p.a.

5,554

1,500,000

01/08/2028

Debentures

10/18/2024

Six-monthly

DI + spread 0.72% p.a.

1,891

500,000

01/08/2030

Debentures

10/18/2024

Six-monthly

DI + spread 1.30% p.a.

1,922

500,000

01/08/2035

Compass

 

 

 

 

 

 

Debentures

02/29/2024

Six-monthly

DI + spread 0.80% p.a.

2,196

1,500,000

03/15/2029

Debentures

03/15/2024

Six-monthly

CDI + 1.08% p.a.

5,173

1,500,000

03/15/2029

Loan 4131

03/21/2024

Yearly

4.88% p.a.

423,393

03/31/2025

Debentures

07/16/2024

Six-monthly

IPCA + 6.38% p.a.

25,995

750,000

07/15/2034

Debentures

07/16/2024

Six-monthly

IPCA + 6.45% p.a.

35,733

750,000

07/15/2039

Debentures

10/10/2024

Six-monthly

CDI + 1.20% p.a.

468

235,000

10/10/2025

Moove

 

 

 

 

 

 

Export Prepayment

06/14/2024

Six-monthly

SOFR-06 + 1.30%

536,240

06/14/2027

Credit Note

06/14/2024

Yearly

SOFR + 1.30%

269,456

06/14/2027

Working capital

06/14/2024

Quarterly

SONIA + 1.30%

242,396

06/01/2026

Rumo

 

 

 

 

 

 

Debentures

03/25/2024

Six-monthly

IPCA + 5.79% p.a.

20,739

532,243

03/15/2034

Debentures

03/25/2024

Six-monthly

IPCA + 5.92% p.a.

36,552

667,757

03/15/2039

Debentures

06/26/2024

Six-monthly

IPCA + 6.42% p.a.

20,869

547,950

06/26/2034

Debentures

06/26/2024

Six-monthly

IPCA + 6.53% p.a.

8,218

156,050

06/26/2039

Debentures

08/29/2024

Six-monthly

IPCA + 6.05% p.a.

31,837

800,000

08/29/2036

 

(i)                  Debt offset with assets in the balance sheet, see note 5.4 (e)

 

 

3.1 STATEMENT OF COMPLIANCE

These individual and consolidated financial statements were prepared and are being presented in accordance with Brazilian accounting practices, which include the Brazilian Corporate Law, the rules of the Brazilian Securities Commission ("CVM"), and the pronouncements of the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis ("CPC")), as well as international accounting standards (International Financial Reporting Standards, or "IFRS") issued by the International Accounting Standards Board (“IASB”).

The presentation of individual and consolidated Value-Added Statements (“VAS”) is required by Brazilian corporate law and by the accounting practices adopted in Brazil applicable to publicly traded companies CPC 09 – Value Added Statements. The IFRS standards do not require the presentation of this statement. As a result, under the IFRS, this statement is presented as supplementary information, notwithstanding the financial statements as a whole.

Only the material information in the financial statements is hereby disclosed, and it corresponds to that used by Management in its management.

These financial statements were authorized for issue by the Board of Directors on March 10, 2025.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

3.2 MATERIAL ACCOUNTING POLICIES

 

The accounting policies are included in the notes, except for those described below:

 

FUNCTIONAL CURRENCY AND FOREIGN CURRENCY

The individual and consolidated financial statements are presented in Reais, which is the functional currency of the Company, its subsidiaries and joint ventures in Brazil, because it is the currency of the primary economic environment in which they operate, consume, and generate resources. The main functional currencies of the subsidiaries located outside Brazil are the US Dollar, the Euro or the Pound Sterling. Unless otherwise specified, all balances have been rounded to the nearest thousand.

Monetary assets and liabilities denominated and calculated in foreign currencies at the financial position date are converted into the functional currency using the current foreign exchange rate. Non-monetary assets and liabilities measured at fair value in a foreign currency are converted into the functional currency using the foreign exchange rate in effect on the date the fair value was determined. Foreign currency differences resulting from conversions are generally accounted for in profit or loss. Non-monetary items measured in a foreign currency based on historical cost are converted at the foreign exchange rate on the transaction date.

Assets and liabilities arising from international operations, including goodwill and fair value adjustments resulting from the acquisition, are converted into Reais at the financial position date. Income and expenses from international operations are converted into Reais using the foreign exchange rates in effect on the dates of the transactions.

Foreign currency differences arising from translation into the presentation currency are recognized in other comprehensive income and accumulated in other components of equity. If the subsidiary is not wholly owned, the corresponding portion of the translation difference is attributed to the non-controlling shareholders.

When a foreign entity is disposed of, either totally or partially, and the Company loses control, significant influence or joint control over it, the accumulated amount of exchange variations related to that entity is reclassified to profit or loss as part of the gain or loss on disposal. If the disposal is partial and the Company retains control over the subsidiary, the proportion of the accumulated amount is attributed to the non-controlling interest. If the disposal is partial of an associate or joint venture, and the Company retains significant influence or joint control, the proportion of the accumulated amount is reclassified to profit or loss.

The following table shows the exchange rate, expressed in Reais, for the years indicated, as informed by the Central Bank of Brazil (“BACEN”):

Currency


12/31/2024


12/31/2023

Dollar (U.S.$)


BRL 6.19


BRL 4.84

Pound Sterling (£)


BRL 7.76


BRL 6.16

Euro (€)


BRL 6.44


BRL 5.35

Yene (¥)


BRL 0.04


BRL 0.03

USE OF JUDGMENTS AND ESTIMATES

In preparing these financial statements, Management used judgments and estimates that affect the application of the Cosan Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Underlying estimates and assumptions are continually reviewed and recognized prospectively, when applicable. Information on critical judgments, assumptions, and estimates of uncertainties in the application of accounting policies that have a more significant effect on the amounts recognized in the financial statements are included in the following notes:

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

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

 3.3 ACCOUNTING IMPACTS RELATED TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES (“ESG”)

In June 2023, the International Sustainability Standards Board (“ISSB”) issued IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 - Climate-related Disclosures, which provide new disclosure requirements on, respectively, sustainability-related risks and opportunities and specific climate-related disclosures.

The Company is taking the necessary measures to comply with the standard, the adoption of which is required for financial years beginning on or after January 1, 2026, in accordance with CVM Resolution 193, issued in October 2023.

Governance

To assist the Company's Management in relation to socio-environmental and climate issues, since 2021, the Sustainability Committee has been established, supported by Cosan's Sustainability area and the Sustainability Commission, at the tactical level, aiming at aligning the agenda and greater integration with the portfolio's investees. Thus, the management of the agenda is supervised directly by the Board of Directors (“BoD”) with reports made by the Sustainability Committee.

The governance model related to these issues is structured to encompass the integration of ESG (environmental, social and governance) criteria into business strategy, risk management and decision-making, ensuring that value creation is aligned with stakeholder expectations and in compliance with applicable regulations.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

This governance structure also takes into account Cosan's Sustainability Policy, approved by the Board of Directors, which aims to bring together guidelines for sustainable business management, covering the practices that consolidate the environmental and social governance model, such as risk management, associated impacts and internal and external engagement.

The Sustainability Committee is the body responsible for monitoring ESG strategy, commitments and targets, as well as promoting broad debate on trends related to the topic, such as climate change, diversity and inclusion, and stakeholder engagement. The Board of Directors assesses the impacts of the Company and its subsidiaries on society and the environment when approving the strategies of their respective businesses and acts to maintain the alignment of policies, risk management and best practices in all the businesses it controls, guaranteeing the necessary autonomy for the portfolio companies. The Sustainability Committee reports to the Board of Directors on the company's progress related to sustainability and compliance with the ESG Vision 2030 plan.

The Sustainability Committee is responsible for implementing and monitoring the commitments and targets made, monitoring the process of integrating the climate risk agenda and promoting debate on trends in the ESG agenda.

In order to align the interests of employees and executives with the Company's socio-environmental and climate objectives and challenges, the annual variable remuneration is made up of a pool of ESG targets that includes Cosan's performance in indexes and the evolution of the portfolio's climate agenda. This pool also considers the Group's information security maturity, as well as Internal Controls maturity - the total of these initiatives represents 10% of the Company's total target panel.

ESG targets are also taken into account in the long-term remuneration of senior management, with challenges linked to the performance of indices and ratings over the contracted years.

In this way, we ensure that the management of socio-environmental and climate issues is linked to the business strategy and is prioritized in the Company's annual agenda.

Strategy

Cosan's socio-environmental and climate strategy is guided by the “ESG Vision 2030”, a document launched in 2022, which brings together objectives and drivers to advance the strategic initiatives, actions and performance of the entire Group for the coming years.

The document is linked to the 5 material themes for Cosan and transversal to the companies in the portfolio, which underwent a review process in 2024, following the concept of double materiality and in order to revisit the strategy, as well as guaranteeing compliance with future regulatory demands.

After the process which involved interviews with various internal and external stakeholders, the materiality consists of the following themes which are worked on within the scope of risk and opportunity management:

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

Risk management

In recent years, we have dedicated significant efforts to improving our corporate risk matrix, identifying and detailing climate risks and opportunities and understanding their impacts on our planning and strategy.

The resilience of our strategy is linked to a set of risks which, within Cosan, are classified according to their nature into (a) strategic, (b) financial, (c) compliance, and (d) operational, depending on the area(s) of the organization that are affected by the events; and their origin (internal or external).

To improve climate risk management, we have developed a specific matrix for each company. These matrices were integrated into both the general risk matrix of each business and, in a consolidated manner, into Cosan's matrix.

The governance of Cosan's climate change theme ensures that the climate risks and opportunities identified are properly incorporated and managed throughout our organizational structure.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated) 

Along with the opportunities provided by the solutions and actions in our portfolio to drive the energy transition, we are also susceptible to risks arising from climate change. We seek to strengthen climate change mitigation measures in our business by setting emission reduction targets and investing in cleaner and more efficient technologies.

Over the past few years, we have improved the process of identifying, assessing and managing risks and opportunities related to climate change throughout the company, following the recommendations of the Task force on Climate-related Financial Disclosures (“TCFD”). The management of climate risks in each business is aligned with Cosan's risk management guidelines, covering stages that include the identification of risks and opportunities, the prioritization of identified risks, the implementation of mitigation measures and continuous monitoring.

Metrics and targets

The selection of indicators and the establishment of commitments, with the monitoring of the respective governance bodies, are fundamental for the management and monitoring of risks and opportunities related to Cosan's material topics. These indicators and commitments are defined to mitigate the risks identified and take advantage of the opportunities aligned with the Company's strategy, covering areas such as security (physical and cyber), Diversity, Equity and Inclusion (DEI), Corporate Governance and Transparency.

Debt contracts with ESG clauses

The Senior Notes due 2028 was the first Green issue in the freight railroad sector in Latin America. The subsidiary Rumo is committed to using the funds to finance, in whole or in part, ongoing and future projects that contribute to the promotion of a low-carbon and resource-efficient transportation sector in Brazil. Eligible projects are distributed in the areas of: (i) acquisition, replacement and updating of rolling stock; (ii) infrastructure for duplication of railroad stretches, new yards and extensions of yards; and (iii) modernization of the railroad. Rumo issues an annual report showing the progress of the projects, available on the investor relations page.

The Senior Notes due 2032 was an issue of Sustainability-Linked Bonds (SLBs) with the sustainable goal of reducing greenhouse gas emissions by 17.6% by 2026 per ton per useful kilometer (TKU), with a starting point of December 2020. The subsidiary Rumo is subject to a step-up of 25 basis points from July 2027 if it fails to meet this target, which would increase the interest rate to 4.45% p.a.

The 2nd Debenture of the indirect subsidiary Malha Paulista is linked to the sustainable goal of reducing greenhouse gas emissions per ton of useful kilometer (TKU) by 15% by 2023, with the base date of December 2019 as the starting point. Compliance with the condition for the rate step-down was verified based on Rumo's Annual Sustainability Report (“ASR”), so the Company benefited from a step-down of 25 basis points, making the cost of the 2nd series IPCA + 4.52%.

The 17th Debenture of the subsidiary Rumo is linked to the sustainable goal of reducing (i) 17.6% of the tons of direct greenhouse gas emissions per useful kilometer (TKU) by 2026; and (ii) 21.6% by 2030, with 2020 as the reference year. The company is subject to a step-up of 25 basis points in the 1st series and 20 basis points in the 2nd series if the SKPI is not reached in 2026 and an increase of 5 basis points in the 2nd series if the SKPI is not reached in 2030.

On November 1, 2023, the subsidiary Compass issued simple, non-convertible, unsecured debentures in the amount of R$1,736,385 with semi-annual remuneration equivalent to CDI + 1.55% p.a. and maturities on November 1, 2029 (50%) and November 1, 2030. The funds obtained from the issue will be used for investments and reinforcement of working capital.

This 2nd issue of debentures is linked to ESG targets of:

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

The Compass subsidiary will suffer a step-up of 12.5 basis points for each target that is not met, which would increase the rate from April 2028 (verification date) to up to CDI + 1.80% p.a. The company carried out an assessment on December 31, 2024 and found no evidence of this aspect, as the targets were met.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. This information is prepared on a basis consistent with the accounting policies used in the preparation of the financial statements. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.

 

Reported segments:

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

Reconciliation:

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

 

Although Raízen S.A. is a joint venture registered under the equity method and is not proportionally consolidated, Management continues to review the information by segment. The reconciliation of these segments is presented in the column “Deconsolidation of Joint Venture”.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

 

12/31/2024

 

Reported segments

 

Reconciliation

 

 

Raízen

 

Compass

 

Moove

 

Rumo

 

Radar

 

Cosan Corporate

 

Deconsolidation of Joint Venture

 

Elimination Between Segments

 

Consolidated

Statement of profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net sales

251,198,776

 

18,383,448

 

10,248,369

 

13,936,389

 

1,441,809

 

2,160

 

(251,198,776)

 

(61,433)

 

43,950,742

  Cost of sales

(237,636,637)

 

(14,706,965)

 

(7,309,994)

 

(7,533,536)

 

(746,956)

 

(43)

 

237,636,637

 

61,433

 

(30,236,061)

  Gross profit

13,562,139

 

3,676,483

 

2,938,375

 

6,402,853

 

694,853

 

2,117

 

(13,562,139)

 

 

13,714,681

  Selling expenses

(6,634,623)

 

(195,472)

 

(1,331,412)

 

(49,006)

 

 

 

6,634,623

 

 

(1,575,890)

  General and administrative expenses

(3,020,473)

 

(818,420)

 

(921,196)

 

(661,678)

 

(73,201)

 

(370,787)

 

3,020,473

 

 

(2,845,282)

  Other operating income (expenses), net

2,029,354

 

858,402

 

84,081

 

(146,740)

 

1,265,098

 

(511,007)

 

(2,029,354)

 

 

1,549,834

  Impairment

 

(6,155)

 

 

(3,149,245)

 

 

 

 

 

(3,155,400)

  Impairment in associate

 

 

 

 

 

(4,672,396)

 

 

 

(4,672,396)

  Interest in earnings (losses) of subsidiaries and associates

(235,631)

 

154,487

 

 

40,348

 

21,531

 

3,509,443

 

235,631

 

(2,006,778)

 

1,719,031

  Interest in earnings (losses) of joint ventures

 

 

 

(7,445)

 

 

(1,222,535)

 

 

 

(1,229,980)

  Finance result

(7,273,308)

 

(854,169)

 

(181,139)

 

(2,577,844)

 

27,756

 

(5,164,321)

 

7,273,308

 

 

(8,749,717)

    Finance expense

(4,741,898)

 

(1,587,619)

 

(182,407)

 

(3,242,246)

 

(27,130)

 

(2,597,714)

 

4,741,898

 

 

(7,637,116)

    Finance income

995,444

 

977,905

 

129,175

 

1,102,136

 

54,886

 

391,797

 

(995,444)

 

 

2,655,899

    Foreign exchange variation, net

(4,974,022)

 

(578,412)

 

(212,224)

 

(1,455,848)

 

 

(3,494,875)

 

4,974,022

 

 

(5,741,359)

    Derivatives

1,447,168

 

333,957

 

84,317

 

1,018,114

 

 

536,471

 

(1,447,168)

 

 

1,972,859

  Income taxes

(1,102,531)

 

(966,578)

 

(194,579)

 

(800,485)

 

(130,285)

 

(1,098,595)

 

1,102,531

 

 

(3,190,522)

Profit (loss) for the year from continuing operations

(2,675,073)

 

1,848,578

 

394,130

 

(949,242)

 

1,805,752

 

(9,528,081)

 

2,675,073

 

(2,006,778)

 

(8,435,641)

Profit for the year from discontinued operations, net of tax   

 

273,875

 

 

 

 

241,010

 

 

(241,010)

 

273,875

Net profit for the year

(2,675,073)

 

2,122,453

 

394,130

 

(949,242)

 

1,805,752

 

(9,287,071)

 

2,675,073

 

(2,247,788)

 

(8,161,766)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Owners of the Company

(2,732,286)

 

1,730,597

 

275,921

 

(291,680)

 

532,950

 

(9,423,795)

 

2,732,286

 

(2,247,788)

 

(9,423,795)

  Non-controlling interest

57,213

 

391,856

 

118,209

 

(657,562)

 

1,272,802

 

136,724

 

(57,213)

 

 

1,262,029

 

(2,675,073)

 

2,122,453

 

394,130

 

(949,242)

 

1,805,752

 

(9,287,071)

 

2,675,073

 

(2,247,788)

 

(8,161,766)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other selected data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Depreciation and amortization

10,036,600

 

1,088,610

 

460,391

 

2,303,380

 

273

 

15,929

 

(10,036,600)

 

 

3,868,583

  EBITDA

15,737,366

 

5,031,810

 

1,230,239

 

4,732,467

 

1,908,554

 

(3,008,226)

 

(15,737,366)

 

(2,247,788)

 

7,647,056

  Additions to fixed assets, intangible assets and contract assets    

12,349,347

 

2,135,908

 

186,040

 

5,492,724

 

6,414

 

13,435

 

(12,349,347)

 

 

7,834,521

Reconciliation of EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Profit (loss) for the year

(2,675,073)

 

2,122,453

 

394,130

 

(949,242)

 

1,805,752

 

(9,287,071)

 

2,675,073

 

(2,247,788)

 

(8,161,766)

  Income taxes

1,102,531

 

966,578

 

194,579

 

800,485

 

130,285

 

1,098,595

 

(1,102,531)

 

 

3,190,522

  Finance result

7,273,308

 

854,169

 

181,139

 

2,577,844

 

(27,756)

 

5,164,321

 

(7,273,308)

 

 

8,749,717

  Depreciation and amortization

10,036,600

 

1,088,610

 

460,391

 

2,303,380

 

273

 

15,929

 

(10,036,600)

 

 

3,868,583

EBITDA

15,737,366

 

5,031,810

 

1,230,239

 

4,732,467

 

1,908,554

 

(3,008,226)

 

(15,737,366)

 

(2,247,788)

 

7,647,056



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

12/31/2023

 

Reported segments

 

Reconciliation

 

 

Raízen

 

Compass

 

Moove

 

Rumo

 

Radar

 

Cosan Corporate

 

Deconsolidation of Joint Venture

 

Elimination Between Segments

 

Consolidated

Statement of profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net sales

221,693,298

 

17,767,327

 

10,078,626

 

10,937,716

 

743,411

 

2,709

 

(221,693,298)

 

(61,292)

 

39,468,497

  Cost of sales

(202,926,764)

 

(14,256,031)

 

(7,359,606)

 

(6,838,433)

 

(153,470)

 

(3,648)

 

202,926,764

 

61,292

 

(28,549,896)

  Gross profit

18,766,534

 

3,511,296

 

2,719,020

 

4,099,283

 

589,941

 

(939)

 

(18,766,534)

 

 

10,918,601

  Selling expenses

(5,773,538)

 

(164,399)

 

(1,144,957)

 

(40,658)

 

 

(556)

 

5,773,538

 

 

(1,350,570)

  General and administrative expenses

(2,815,532)

 

(788,015)

 

(645,634)

 

(559,973)

 

(74,355)

 

(459,997)

 

2,815,532

 

 

(2,527,974)

  Other operating income (expenses), net

1,968,248

 

607,226

 

(336)

 

(100,780)

 

2,253,803

 

1,164,464

 

(1,968,248)

 

 

3,924,377

  Interest in earnings of subsidiaries and associates

(219,896)

 

178,978

 

 

75,333

 

20,015

 

2,647,255

 

219,896

 

(2,571,182)

 

350,399

  Interest in earnings of joint ventures

 

 

 

1,266

 

 

1,694,679

 

 

 

1,695,945

  Finance result

(5,962,849)

 

(730,954)

 

(319,136)

 

(2,555,382)

 

30,798

 

(4,322,353)

 

5,962,849

 

 

(7,897,027)

    Finance expense

(6,241,261)

 

(1,658,582)

 

(242,751)

 

(3,621,093)

 

(6,776)

 

(5,808,228)

 

6,241,261

 

 

(11,337,430)

    Finance income

797,560

 

1,283,024

 

116,408

 

1,190,685

 

37,577

 

400,440

 

(797,560)

 

 

3,028,134

    Foreign exchange variation, net

1,240,924

 

152,592

 

(155,618)

 

368,259

 

(3)

 

1,412,208

 

(1,240,924)

 

 

1,777,438

    Derivatives

(1,760,072)

 

(507,988)

 

(37,175)

 

(493,233)

 

 

(326,773)

 

1,760,072

 

 

(1,365,169)

  Income taxes

(1,936,598)

 

(859,311)

 

(332,090)

 

(197,174)

 

(147,636)

 

1,261,785

 

1,936,598

 

 

(274,426)

Profit (loss) for the year from continuing operations

4,026,369

 

1,754,821

 

276,867

 

721,915

 

2,672,566

 

1,984,338

 

(4,026,369)

 

(2,571,182)

 

4,839,325

Profit for the year from discontinued operations, net of tax   

 

45,419

 

 

 

 

20,384

 

 

(20,384)

 

45,419

Net profit for the year

4,026,369

 

1,800,240

 

276,867

 

721,915

 

2,672,566

 

2,004,722

 

(4,026,369)

 

(2,591,566)

 

4,884,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Owners of the Company

3,863,605

 

1,410,630

 

193,888

 

218,886

 

768,162

 

1,094,391

 

(3,863,605)

 

(2,591,566)

 

1,094,391

  Non-controlling interest

162,764

 

389,610

 

82,979

 

503,029

 

1,904,404

 

910,331

 

(162,764)

 

 

3,790,353

 

4,026,369

 

1,800,240

 

276,867

 

721,915

 

2,672,566

 

2,004,722

 

(4,026,369)

 

(2,591,566)

 

4,884,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other selected data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Depreciation and amortization

8,071,288

 

899,635

 

273,772

 

2,175,834

 

275

 

15,427

 

(8,071,288)

 

 

3,364,943

  EBITDA

19,997,104

 

4,290,140

 

1,201,865

 

5,650,305

 

2,789,679

 

5,080,717

 

(19,997,104)

 

(2,591,566)

 

16,421,140

  Additions to fixed assets, intangible assets and contract assets     

11,396,056

 

2,317,889

 

177,971

 

3,689,877

 

39,892

 

42,333

 

(11,396,056)

 

 

6,267,962

Reconciliation of EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Profit (loss) for the year

4,026,369

 

1,800,240

 

276,867

 

721,915

 

2,672,566

 

2,004,722

 

(4,026,369)

 

(2,591,566)

 

4,884,744

  Income taxes

1,936,598

 

859,311

 

332,090

 

197,174

 

147,636

 

(1,261,785)

 

(1,936,598)

 

 

274,426

  Finance result

5,962,849

 

730,954

 

319,136

 

2,555,382

 

(30,798)

 

4,322,353

 

(5,962,849)

 

 

7,897,027

  Depreciation and amortization

8,071,288

 

899,635

 

273,772

 

2,175,834

 

275

 

15,427

 

(8,071,288)

 

 

3,364,943

EBITDA

19,997,104

 

4,290,140

 

1,201,865

 

5,650,305

 

2,789,679

 

5,080,717

 

(19,997,104)

 

(2,591,566)

 

16,421,140

 


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

12/31/2024

 

Reported segments

 

Reconciliation

 

 

Raízen

 

Compass

 

Moove

 

Rumo

 

Radar

 

Cosan Corporate

 

Deconsolidation of Joint Venture

 

Elimination Between Segments

 

Consolidated

Statement of financial position:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

9,962,864

 

5,271,256

 

753,347

 

7,461,618

 

33,041

 

3,384,280

 

(9,962,864)

 

 

16,903,542

Marketable securities

1,337,706

 

1,074,806

 

303,492

 

812,795

 

251,267

 

943,941

 

(1,337,706)

 

 

3,386,301

Trade receivables

11,053,414

 

1,804,823

 

1,164,422

 

583,349

 

443,140

 

 

(11,053,414)

 

 

3,995,734

Derivative financial instruments

17,070,322

 

356,589

 

151,926

 

1,647,977

 

 

1,642,836

 

(17,070,322)

 

 

3,799,328

Inventories

17,435,862

 

252,220

 

1,538,105

 

282,580

 

 

 

(17,435,862)

 

 

2,072,905

Sectorial financial assets

 

731,642

 

 

 

 

 

 

 

731,642

Other financial assets

87,966

 

3,820

 

675

 

 

 

 

(87,966)

 

 

4,495

Other current assets

10,611,882

 

592,317

 

288,376

 

1,040,439

 

72,089

 

3,786,460

 

(10,611,882)

 

(2,112,993)

 

3,666,688

Other non-current assets

15,784,732

 

1,810,491

 

241,816

 

3,421,143

 

24,870

 

2,901,292

 

(15,784,732)

 

(160,256)

 

8,239,356

Investments in subsidiaries and associates

 

1,277,955

 

 

280,865

 

92,166

 

24,235,118

 

 

(15,207,538)

 

10,678,566

Investments in joint ventures

2,012,536

 

 

 

41,121

 

 

10,503,923

 

(2,012,536)

 

 

10,545,044

Biological assets

3,596,878

 

 

 

 

 

 

(3,596,878)

 

 

Investment property

 

 

 

 

16,818,919

 

 

 

 

16,818,919

Contract assets

2,806,284

 

1,110,463

 

4,367

 

 

 

 

(2,806,284)

 

 

1,114,830

Right-of-use assets

9,549,136

 

1,581,601

 

316,762

 

8,039,779

 

3,053

 

17,556

 

(9,549,136)

 

 

9,958,751

Property, plant and equipment

37,503,618

 

1,620,505

 

911,277

 

20,435,467

 

17

 

51,750

 

(37,503,618)

 

 

23,019,016

Intangible assets and goodwill

9,472,002

 

16,761,631

 

3,013,392

 

6,545,890

 

 

9,872

 

(9,472,002)

 

 

26,330,785

Loans, borrowings and debentures

(52,781,598)

 

(14,449,033)

 

(3,558,575)

 

(19,123,218)

 

 

(29,324,600)

 

52,781,598

 

 

(66,455,426)

Derivative financial instruments - liabilities

(14,464,530)

 

(389,778)

 

(57,347)

 

(1,918,204)

 

 

(1,104,875)

 

14,464,530

 

 

(3,470,204)

Trade payables

(20,042,646)

 

(1,650,748)

 

(1,735,704)

 

(1,777,918)

 

(20,549)

 

(2,930)

 

20,042,646

 

 

(5,187,849)

Employee benefits payables

(1,096,336)

 

(253,655)

 

(140,553)

 

(376,475)

 

 

(43,324)

 

1,096,336

 

 

(814,007)

Sectorial financial liabilities

 

(2,040,239)

 

 

 

 

 

 

 

(2,040,239)

Other current liabilities

(9,327,070)

 

(2,876,023)

 

(428,437)

 

(1,252,805)

 

(135,410)

 

(905,820)

 

9,327,070

 

1,628,676

 

(3,969,819)

Leases

(11,988,100)

 

(2,122,306)

 

(327,517)

 

(4,032,188)

 

(3,281)

 

(24,461)

 

11,988,100

 

 

(6,509,753)

Other non-current liabilities

(14,143,270)

 

(3,735,956)

 

(548,995)

 

(7,177,061)

 

(580,129)

 

(2,022,675)

 

14,143,270

 

644,573

 

(13,420,243)

Total assets (net of liabilities) allocated by segment   

24,441,652

 

6,732,381

 

1,890,829

 

14,935,154

 

16,999,193

 

14,048,343

 

(24,441,652)

 

(15,207,538)

 

39,398,362

Total assets

148,285,202

 

34,250,119

 

8,687,957

 

50,593,023

 

17,738,562

 

47,477,028

 

(148,285,202)

 

(17,480,787)

 

141,265,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

23,864,556

 

4,091,601

 

1,326,385

 

4,477,643

 

5,311,909

 

10,903,764

 

(23,864,556)

 

(15,207,538)

 

10,903,764

Non-controlling interest

577,096

 

2,640,780

 

564,444

 

10,457,511

 

11,687,284

 

3,144,579

 

(577,096)

 

 

28,494,598

Total shareholders’ equity

24,441,652

 

6,732,381

 

1,890,829

 

14,935,154

 

16,999,193

 

14,048,343

 

(24,441,652)

 

(15,207,538)

 

39,398,362


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

12/31/2023

 

Reported segments

 

Reconciliation

 

 

Raízen

 

Compass

 

Moove

 

Rumo

 

Radar

 

Cosan Corporate

 

Deconsolidation of Joint Venture

 

Elimination Between Segments

 

Consolidated

Statement of financial position:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

7,915,876

 

3,931,532

 

773,552

 

7,233,993

 

39,946

 

2,679,458

 

(7,915,876)

 

 

14,658,481

Marketable securities

349,584

 

800,267

 

77,814

 

1,396,107

 

239,361

 

990,412

 

(349,584)

 

 

3,503,961

Trade receivables

13,438,430

 

1,550,973

 

1,101,854

 

556,298

 

234,801

 

710

 

(13,438,430)

 

 

3,444,636

Derivative financial instruments - assets

10,888,050

 

175,655

 

—  

 

1,561,493

 

 

809,651

 

(10,888,050)

 

 

2,546,799

Inventories

17,310,692

 

292,335

 

1,284,773

 

215,605

 

 

1

 

(17,310,692)

 

 

1,792,714

Sectorial financial assets

 

548,700

 

 

 

 

 

 

 

548,700

Other financial assets

103,774

 

2,423

 

690

 

 

 

 

(103,774)

 

 

3,113

Other current assets

8,478,292

 

1,553,524

 

193,836

 

841,417

 

375,716

 

3,152,651

 

(8,478,292)

 

(1,106,687)

 

5,010,457

Other non-current assets

13,957,596

 

1,166,991

 

209,823

 

3,528,375

 

14,378

 

3,832,013

 

(13,957,596)

 

(180,880)

 

8,570,700

Investments in subsidiaries and associates

 

1,630,124

 

2

 

312,302

 

88,656

 

32,792,891

 

 

(17,212,606)

 

17,611,369

Investments in joint ventures

1,321,982

 

 

 

48,566

 

 

11,693,876

 

(1,321,982)

 

 

11,742,442

Biological assets

3,818,316

 

 

 

 

 

 

(3,818,316)

 

 

Investment property

 

 

 

 

15,976,126

 

 

 

 

15,976,126

Contract assets

3,108,696

 

1,041,421

 

10,684

 

 

 

 

(3,108,696)

 

 

1,052,105

Right-of-use assets

9,645,522

 

1,588,292

 

195,953

 

7,703,754

 

3,319

 

22,200

 

(9,645,522)

 

 

9,513,518

Property, plant and equipment

30,144,420

 

1,255,012

 

755,955

 

19,176,386

 

24

 

52,597

 

(30,144,420)

 

 

21,239,974

Intangible assets and goodwill

9,677,254

 

13,299,255

 

2,679,983

 

6,664,143

 

 

6,906

 

(9,677,254)

 

 

22,650,287

Loans, borrowings and debentures

(39,634,986)

 

(10,017,150)

 

(2,207,028)

 

(18,964,841)

 

 

(25,715,635)

 

39,634,986

 

 

(56,904,654)

Derivative financial instruments

(7,870,706)

 

(360,784)

 

(742)

 

(1,471,795)

 

 

(1,581,824)

 

7,870,706

 

 

(3,415,145)

Trade payables

(20,150,654)

 

(1,534,041)

 

(1,494,568)

 

(1,084,931)

 

(68,422)

 

(2,563)

 

20,150,654

 

 

(4,184,525)

Employee benefits payables

(966,452)

 

(301,560)

 

(147,313)

 

(318,550)

 

 

(61,906)

 

966,452

 

 

(829,329)

Sectorial financial liabilities

 

(1,810,698)

 

 

 

 

 

 

 

(1,810,698)

Other current liabilities

(10,642,734)

 

(1,703,128)

 

(336,080)

 

(1,583,216)

 

(182,298)

 

(1,239,688)

 

10,642,734

 

571,201

 

(4,473,209)

Leases

(11,304,874)

 

(1,636,943)

 

(198,964)

 

(3,406,843)

 

(3,502)

 

(29,542)

 

11,304,874

 

 

(5,275,794)

Other non-current liabilities

(12,284,662)

 

(2,678,578)

 

(580,103)

 

(6,537,271)

 

(543,490)

 

(2,367,850)

 

12,284,662

 

716,444

 

(11,990,848)

Total assets (net of liabilities) allocated by segment   

27,303,416

 

8,793,622

 

2,320,121

 

15,870,992

 

16,174,615

 

25,034,358

 

(27,303,416)

 

(17,212,528)

 

50,981,180

Total assets

130,158,484

 

28,836,504

 

7,284,919

 

49,238,439

 

16,972,327

 

56,033,366

 

(130,158,484)

 

(18,500,173)

 

139,865,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

26,561,384

 

5,798,294

 

1,624,273

 

4,766,403

 

5,023,574

 

20,955,291

 

(26,561,384)

 

(17,212,528)

 

20,955,307

Non-controlling interest

742,032

 

2,995,328

 

695,848

 

11,104,589

 

11,151,041

 

4,079,067

 

(742,032)

 

 

30,025,873

Total shareholders’ equity

27,303,416

 

8,793,622

 

2,320,121

 

15,870,992

 

16,174,615

 

25,034,358

 

(27,303,416)

 

(17,212,528)

 

50,981,180



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

 

4.1 NET SALES TO EXTERNAL CUSTOMERS BY PRODUCTS/CUSTOMER TYPE

 

12/31/2024

 

12/31/2023

Reported segment

 

 

 

Raízen

 

 

 

  Ethanol

25,567,836

 

23,312,258

  Sugar

38,019,072

 

29,070,524

  Gasoline

67,097,828

 

66,267,702

  Diesel

102,834,016

 

90,281,586

  Cogeneration

7,271,246

 

3,724,090

  Other

10,408,778

 

9,037,138

 

251,198,776

 

221,693,298

Compass

 

 

 

    Natural gas distribution

 

 

 

      Industrial

11,984,101

 

11,411,212

      Residential

2,331,262

 

2,202,348

      Cogeneration

511,997

 

710,288

      Automotive

485,947

 

592,917

      Commercial

873,384

 

820,685

      Construction revenue

1,602,284

 

1,494,142

      Other

594,473

 

535,735

 

18,383,448

 

17,767,327

Moove

 

 

 

  Finished product

8,794,520

 

8,520,267

  Base oil

630,349

 

765,408

  Services

823,500

 

792,951

 

10,248,369

 

10,078,626

Rumo

 

 

 

  North operations

11,096,559

 

8,346,314

  South operations

2,154,493

 

2,032,703

  Container operations

685,337

 

558,699

 

13,936,389

 

10,937,716

Radar

 

 

 

  Lease and sale of lands

1,441,809

 

743,411

 

1,441,809

 

743,411

Reconciliation

 

 

 

Cosan Corporate

2,160

 

2,709

Deconsolidation of joint venture, adjustments and eliminations     

(251,260,209)

 

(221,754,590)

Total

43,950,742

 

39,468,497



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

4.2. INFORMATION ON GEOGRAPHICAL AREA


 

Net sales

 

Other non-current assets

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Brazil

38,185,302

 

33,816,723

 

8,218,106

 

12,584,481

Europe (i)

3,100,762

 

3,050,235

 

 

8,969

Latin America (ii)

304,074

 

144,853

 

6,448

 

3,275

United States of America

2,360,604

 

2,456,686

 

14,802

 

10,087

Total

43,950,742

 

39,468,497

 

8,239,356

 

12,606,812

Main countries:


(i) England, France, Spain and Portugal;

(ii) Argentina, Bolivia, Uruguay and Paraguay.


4.3. MAIN CUSTOMERS

On December 31, 2024, the subsidiary Rumo had a client that represented 12.10% of its net operating revenue, with an amount of R$1,763,541. In 2023, this same client represented 10.42% of Rumo's net operating revenue, with an approximate amount of R$1,213,263, which corresponds to 4% of the Group's consolidated net operating revenue. 

Accounting policy:

Measurement of financial assets and liabilities

The Company initially measures a financial asset at its fair value plus (in case of a financial asset that is not measured at fair value through profit or loss) transaction costs, except for those measured at amortized cost and maintained within a business model with the goal of obtaining contractual cash flows that meet the principal and interest only criterion.

Debt financial instruments are subsequently measured at fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification is based on two criteria: (i) the Company's business model for managing the assets; and (ii) whether the contractual cash flows from the instruments represent only principal and interest payments on the outstanding principal amount.

The Company recognizes its financial assets at amortized cost for financial assets held within a business model with the objective of obtaining contractual cash flows that satisfy the "Principal and Interest" criterion. This category includes trade receivables, cash and cash equivalents, receivables from related parties, restricted cash, sectorial financial assets and dividends and interest on equity receivable.

Purchases or sales of financial assets that require the delivery of assets within a period established by regulation or market convention (regular trades) are recorded on the trade date, i.e., the date on which the Company enters into an agreement to buy or sell the asset.

Financial assets are derecognized when the rights to receive cash flows from these assets have expired or when the Company has transferred substantially all risks and rewards associated with ownership.

Financial liabilities are categorized based on whether they are measured at amortized cost or fair value through profit or loss. Financial liability is categorized as measured at fair value through profit or loss if it is held for trading, is a derivative, or was designated as such upon initial recognition. Financial liabilities are measured at fair value and the net profit or loss, including interest, is included in the financial result. Other financial liabilities are subsequently measured using the effective interest method at their amortized cost. Interest expense and foreign exchange gains and losses are accounted for in the financial result.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired, or when its terms are modified and the cash flows of the modified liability are materially different, in which case a new financial liability is recognized at fair value based on the modified terms. Any gain or loss on derecognition is accounted for in profit or loss.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

The Company's financial assets and liabilities are as follows:

 

 

 

Parent Company

 

Consolidated

 

Note

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Assets

 

 

 

 

 

 

 

 

 

Fair value through profit or loss

 

 

 

 

 

 

 

 

 

  Cash and cash equivalents

5.2

 

986,278

 

1,667,155

 

2,122,442

 

3,298,142

  Marketable securities

5.3

 

805,335

 

705,777

 

3,386,301

 

3,503,961

  Derivative financial instruments

5.6

 

1,565,495

 

157,816

 

3,799,328

 

2,546,799

  Other financial assets

 

 

 

 

4,495

 

3,113

 

 

 

3,357,108

 

2,530,748

 

9,312,566

 

9,352,015

Amortized cost

 

 

 

 

 

 

 

 

 

  Cash and cash equivalents

5.2

 

1,214,989

 

102,821

 

14,781,100

 

11,360,339

  Trade receivables

5.7

 

 

 

3,995,734

 

3,444,636

  Restricted cash

5.3

 

 

81,621

 

174,303

 

203,252

  Receivables from related parties

5.8

 

406,981

 

348,096

 

399,889

 

340,091

  Sectorial financial assets

5.10

 

 

 

731,642

 

548,700

  Dividends and interest on equity receivable      

17

 

19,377

 

319,135

 

153,548

 

255,777

  Reduction of capital receivable

 

 

1,013,714

 

 

 

 

 

 

2,655,061

 

851,673

 

20,236,216

 

16,152,795

Total

 

 

6,012,169

 

3,382,421

 

29,548,782

 

25,504,810

Liabilities

 

 

 

 

 

 

 

 

 

  Amortized cost

 

 

 

 

 

 

 

 

 

   Loans, borrowings and debentures

 

 

(21,350,555)

 

(13,496,324)

 

(38,161,392)

 

(33,952,162)

   Trade payables

5.9

 

(2,900)

 

(2,431)

 

(5,187,849)

 

(4,184,525)

   Consideration payable

 

 

 

 

(246,256)

 

(203,094)

   Other financial liabilities (i)

 

 

 

 

(1,067,839)

 

(476,895)

   Leases

5.5

 

(24,459)

 

(29,543)

 

(6,509,753)

 

(5,275,794)

   Railroad concession payable

13

 

 

 

(3,721,190)

 

(3,565,373)

   Related parties payable

5.8

 

(7,263,024)

 

(6,648,867)

 

(417,488)

 

(323,238)

   Dividends payable

17

 

(3,495)

 

(276,065)

 

(96,722)

 

(549,054)

   Reduction of capital payable

 

 

 

 

(486,285)

 

   Sectorial financial liabilities

5.10

 

 

 

(2,040,239)

 

(1,810,698)

   Installment of tax debts

14

 

(219,429)

 

(211,226)

 

(254,302)

 

(217,348)

 

 

 

(28,863,862)

 

(20,664,456)

 

(58,189,315)

 

(50,558,181)

Fair value through profit or loss

 

 

 

 

 

 

 

 

 

  Loans, borrowings and debentures

 

 

 

 

(28,294,034)

 

(22,952,492)

  Derivative financial instruments

5.6

 

(1,104,874)

 

(645,985)

 

(3,470,204)

 

(3,415,145)

 

 

 

(1,104,874)

 

(645,985)

 

(31,764,238)

 

(26,367,637)

Total

 

 

(29,968,736)

 

(21,310,441)

 

(89,953,553)

 

(76,925,818)


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


(i)

The Company's subsidiaries adopt strategies to optimize working capital efficiency, including extending payment terms with their suppliers and entering into structured payment agreements (also known as reverse factoring or drawn risk) with financial institutions.

At Rumo, these operations relied on top-tier funds and banks as counterparties, at an average rate of 11.05% p.a. (12.42% p.a. on December 31, 2023). The average term of these operations is approximately 35 days (111 days at December 31, 2023). The accounting transfer of amounts from the suppliers account to this item is a non-cash transaction and is therefore not presented in the Cash Flow Statement. The liquidation flow of the balance, in turn, is classified under operating or investment activities, according to the classification of the object of the purchase. The financial charges embedded in the transaction are recorded in “Interest on Commercial Contracts” of the financial result, totaling R$48,275 in the year ended December 31, 2024 (R$91,597 on December 31, 2023).

The settlement flow of the balance of credits assigned by suppliers to financial agents is classified in the Statement of Cash Flows under operating activities, as it better represents cash expenditure from the perspective of the Company's operations.

At Comgás, on December 31, 2024, the balance of receivables in advance from suppliers to financial institutions was R$132,999 (R$133,937 on December 31, 2023). The payment period for these operations is up to 90 days.

The drawn risk operation is an option for the supplier and does not alter the commercial conditions established between the parties (term and value of the service). Suppliers anticipate receivables by accepting the terms, including the fees for anticipating these operations. The company has no influence over the supplier's decision, nor does it receive any benefit from the bank in this operation. 


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


The Company and its subsidiaries are required to comply with the following financial clauses per the terms of the main loan lines:

Company

Debt

Triggers

Ratios

Cosan Corporate

 

 

 

Cosan Luxembourg S.A.

* Senior Notes 2027

Proforma net debt (iv) / pro forma EBITDA (iv) cannot exceed 3.5x

2.57

* Senior Notes 2029

* Senior Notes 2030

* Senior Notes 2031

 

 

 

 

Compass

 

 

 

Comgás S.A.

* 4th issue debenture

Short-term debt / total debt (iii) cannot exceed 0.6x

0.16

Comgás S.A.

* Debenture 4th to 12th issues

Net debt (ix) / EBITDA (ii) cannot exceed 4.0x

1.80

* BNDES

* Loan 4131

Compagas

* 4th issue debenture

Net debt / EBITDA (ii) cannot exceed 3.5x

2.50

Sulgás

* BNDES

Net debt (x) / EBITDA (ii) cannot exceed 3.5x

0.35

General indebtedness ratio (Total liabilities(ix)  / Total liabilities (xii)) may not exceed 0.8

0.73

Necta

* 1st issue debenture

Net debt (x) / EBITDA (ii) cannot exceed 4.0x

(1.48)

Moove

 

 

 

MLH

*Syndicated Loan

Net debt (i) / EBITDA (ii) cannot exceed 3.5x at the end of each quarter

1.73

ICSD (viii) cannot be less than 2.5x at the end of each quarter

5.78

Rumo

 

 

 

Rumo S.A.

* Debenture (11th, 12th, 13th and 14th) (vi)

ICJ (vii) = EBITDA(ii) / Financial result(v) cannot be less than 2.0x

5.74

* ECA

Rumo S.A.

* NCE

Net debt (i) / EBITDA (ii) cannot exceed 3.5x

1.43

* ECA

* Senior Notes 2028

* Senior Notes 2032

* Debentures (vi)

Brado

* NCE

Net debt (i) / EBITDA (ii) cannot exceed 3.3x

 

0.72



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


(i) Net debt consists of the balance of loans, borrowings and debentures (“Gross Debt”), net of cash and cash equivalents, marketable securities and derivative financial instruments on debt.
(ii) Corresponds to the accumulated EBITDA for the last twelve months.
(iii) Total debt means the sum of current and non-current loans, borrowings and debentures, and current and non-current derivative financial instruments.
(iv) Net debt and pro forma EBITDA, including the equivalent of 50% of joint venture financial information as determined in the agreements. Pro forma EBITDA corresponds to the accumulated period of the last 12 months. For the covenants of the Senior Notes, the amounts of the unrestricted subsidiaries are excluded.
(v) The financial result of net debt is composed of the cost of net debt.
(vi) The 11th, 12th, 13th and 14th debentures have a contractual leverage covenant limited to 3.0x. However, they have a waiver that allows the issuer to exceed this ratio up to a limit of 3.5x until December 31, 2027.
(vii) Interest Coverage Ratio (Índice de Cobertura de Juros) (“ICJ”).
(viii) Debt Service Coverage Ratio (Índice de Cobertura do Serviço da Dívida) (“ICSD”).
(ix) Net debt consists of the balance of current and non-current debt, net of cash and cash equivalents and marketable securities.
(x) Net debt consists of the balance of current and non-current indebtedness, including the net balance of derivative operations, net of cash and cash equivalents and marketable securities.
(xi) Total liabilities correspond to the sum of current and non-current liabilities.
(xii) Total liabilities correspond to the sum of current liabilities, non-current liabilities and shareholders' equity.
As of December 31, 2024, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive clauses. The terms of the loans include cross-default provisions.

Accounting policy:

Cash and cash equivalents comprise cash balances, demand deposits and highly liquid investments with a maturity of up to three months from the date of acquisition, which are subject to an insignificant risk of changes in value and are used for the Company's cash management. The amounts relating to investments in investment funds are classified as assets measured at fair value through profit or loss, and the other amounts of cash and cash equivalents are classified as amortized cost.


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Cash and bank accounts

414

 

251

 

958,738

 

209,479

Savings account

48,831

 

102,400

 

485,393

 

431,011

Financial Investments

2,152,022

 

1,667,325

 

15,459,411

 

14,017,991

 

2,201,267

 

1,769,976

 

16,903,542

 

14,658,481



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

Financial investments include the following:

 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Applications in investment funds

 

 

 

 

 

 

 

  Repurchase Agreements (i)

400,251

 

1,667,155

 

1,493,278

 

3,259,210

  Certificate of bank deposits - CDB

586,027

 

 

604,398

 

  Other investments

 

 

24,766

 

38,932

 

986,278

 

1,667,155

 

2,122,442

 

3,298,142

 

 

 

 

 

 

 

 

Applications in banks

 

 

 

 

 

 

 

  Repurchase agreements

 

 

236,101

 

616,633

  Certificate of bank deposits - CDB

1,165,549

 

 

12,102,078

 

9,807,983

  Other

195

 

170

 

998,790

 

295,233

 

1,165,744

 

170

 

13,336,969

 

10,719,849

 

2,152,022

 

1,667,325

 

15,459,411

 

14,017,991


(i) The repurchase agreements are allocated to the WG Renda Fixa Crédito Privado Fundo de Investimento (“WG”), which was created in the form of an open-ended fund and is managed by Itaú Unibanco Asset Management Ltda. (“Itaú Asset”). The fund's portfolio is composed of investments in public bonds and repurchase agreements backed by federal public bonds.


The Company's onshore financial investments bear interest at rates approximating 100% of the Brazilian interbank offered rate (Certificado de Depósito Interbancário, or "CDI") as of December 31, 2024 and 2023. Offshore financial investments are remunerated at rates market in banking institutions. The sensitivity analysis of interest rate risks is in 5.12.


Accounting policy:

 

The valuation and classification of marketable securities are based on their fair value, as determined by the financial result. Securities consist of all equity instruments with readily ascertainable fair values. The fair values of equity instruments are deemed readily determinable if the securities are listed or if a current market value or fair value can be determined even without a direct listing (for example, prices of shares in mutual funds).

Restricted cash is measured and classified at amortized cost, with an average maturity of between two and five years for government bonds, but they can be redeemed quickly and are subject to an insignificant risk of change in value.


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Marketable securities

 

 

 

 

 

 

 

Government securities (i)

805,335

 

705,777

 

3,114,578

 

3,107,813

Certificate of bank deposits (CDB)

 

 

158,363

 

300,142

ESG Funds

 

 

113,360

 

96,006

 

805,335

 

705,777

 

3,386,301

 

3,503,961

 

 

 

 

 

 

 

 

Current

805,335

 

705,777

 

3,272,941

 

3,407,955

Non-current

 

 

113,360

 

96,006

Total

805,335

 

705,777

 

3,386,301

 

3,503,961



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Restricted cash

 

 

 

 

 

 

 

Securities pledged as collateral

 

81,621

 

174,303

 

203,252

 

 

81,621

 

174,303

 

203,252

 

 

 

 

 

 

 

 

Current

 

 

28,006

 

7,860

Non-current

 

81,621

 

146,297

 

195,392

Total

 

81,621

 

174,303

 

203,252


(i) The sovereign debt securities declared interest linked to the Special System of Liquidation and Custody (Sistema Especial de Liquidação e Custódia), or “SELIC”, with a yield of approximately 100% of the CDI.

Accounting policy:

Loans, borrowings and debentures (“obligation”) are initially measured at fair value, net of transaction costs, and subsequently at amortized cost.

When the obligation specified in the contract is satisfied, canceled, or expired, they are derecognized. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-monetary assets transferred or liabilities assumed, is recorded as other financial revenue or expense in the profit or loss.

Classified as current liabilities unless there is an unconditional right to defer settlement for at least one year after the date of the statement of finance position.

Initial measurement of financial guarantee contracts issued by the Company is at fair value, and if not designated at fair value through profit or loss, the financial guarantee contracts are subsequently measured at the higher amount of:

i.            the amount of the obligation under the contract; and

ii.            the amount initially recognized less, as applicable, the accumulated amortization recognized according to revenue recognition policies.

The contracts are irrevocably designated at fair value through profit or loss, according to the Company's analysis, so as not to cause an accounting mismatch. The fair value of the loans is based on the discounted cash flow using its implicit discount rate and are classified as level 2 fair value in the hierarchy.



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

a)      Composition

 

 

Interest

 

 

 

Parent Company

 

 

 

 

Description

 

Index

 

Interest Rate

 

Currency

 

12/31/2024

 

12/31/2023

 

Maturity

 

Objective

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

 

CDI + 2.65%

 

13.33%

 

Real

 

 

1,208,141

 

Aug-25

 

Investments

 

 

CDI + 1.65%

 

14.00%

 

Real

 

781,715

 

784,475

 

Aug-28

 

Capital management

 

 

CDI + 1.50%

 

13.83%

 

Real

 

406,429

 

406,471

 

May-28

 

Capital management

 

 

CDI + 1.50%

 

13.83%

 

Real

 

722,667

 

 

Jun-34

 

Capital management

 

 

CDI + 1.90%

 

14.28%

 

Real

 

1,117,561

 

1,117,966

 

May-32

 

Capital management

 

 

CDI + 2.00%

 

14.39%

 

Real

 

938,451

 

942,010

 

Aug-31

 

Capital management

 

 

CDI + 2.40%

 

14.84%

 

Real

 

1,020,963

 

1,020,673

 

Apr-28

 

Capital management

 

 

CDI + 2.40%

 

14.84%

 

Real

 

999,683

 

998,542

 

Jun-28

 

Capital management

 

 

CDI + 1.80%

 

14.17%

 

Real

 

1,314,009

 

1,260,684

 

Jan-31

 

Capital management

 

 

CDI + 1.00%

 

13.27%

 

Real

 

722,795

 

 

Jun-29

 

Capital management

 

 

CDI + 0.50%

 

12.71%

 

Real

 

1,517,667

 

 

Jan-28

 

Capital management

 

 

CDI + 0.72%

 

12.96%

 

Real

 

505,999

 

 

Jan-30

 

Capital management

 

 

CDI + 1.30%

 

13.61%

 

Real

 

506,361

 

 

Jan-35

 

Capital management

 

 

IPCA + 5.75%

 

10.88%

 

Real

 

433,499

 

412,478

 

Aug-31

 

Capital management

 

 

Prefixed

 

8.02%

 

Dollar

 

1,857,808

 

1,451,867

 

Jun-30

 

Capital management

 

 

Prefixed

 

7.52%

 

Dollar

 

3,778,776

 

2,897,097

 

Sep-29

 

Capital management

Commercial bank notes

 

CDI + 1.75%

 

14.11%

 

Real

 

548,335

 

547,755

 

Dec-28

 

Capital management

 

 

CDI + 1.80%

 

14.17%

 

Real

 

471,702

 

448,165

 

Jan-31

 

Capital management

Loan 4131

 

Prefixed

 

6.60%

 

Dollar

 

3,706,135

 

 

Jun-31

 

Capital management

Total

 

 

 

 

 

 

 

21,350,555

 

13,496,324

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

347,032

 

800,987

 

 

 

 

Non-current

 

 

 

 

 

 

 

21,003,523

 

12,695,337

 

 

 

 



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

Interest

 

Consolidated

 

 

 

 

 

 

Description

 

Index

 

Annual interest rate

 

Currency

 

12/31/2024

 

12/31/2023

 

Maturity

 

Objective

 

Modality

Cosan Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan 4131

 

Prefixed

 

3.20%

 

Euro

 

 

860,658

 

Oct-25

 

Investments

 

Secured

 

 

Prefixed

 

0.25%

 

Yen

 

 

602,487

 

Oct-25

 

Investments

 

Secured

 

 

Prefixed

 

3.40%

 

Euro

 

 

1,954,022

 

Oct-26

 

Investments

 

Secured

 

 

Prefixed

 

0.25%

 

Yen

 

 

1,135,226

 

Oct-26

 

Investments

 

Secured

 

 

Prefixed

 

3.56%

 

Euro

 

 

812,496

 

Oct-27

 

Investments

 

Secured

 

 

Prefixed

 

0.25%

 

Yen

 

 

470,951

 

Oct-27

 

Investments

 

Secured

Perpetual Notes

 

Prefixed

 

8.25%

 

Dollar

 

3,135,174

 

2,451,160

 

Nov-40

 

Acquisition

 

Unsecured

Senior Notes Due 2027

 

Prefixed

 

7.00%

 

Dollar

 

2,475,674

 

2,016,330

 

Jan-27

 

Acquisition

 

Unsecured

Senior Notes Due 2029

 

Prefixed

 

5.50%

 

Dollar

 

4,638,597

 

3,622,922

 

Sep-29

 

Acquisition

 

Unsecured

Senior Notes Due 2030

 

Prefixed

 

7.50%

 

Dollar

 

3,384,127

 

2,642,023

 

Jun-30

 

Capital management

 

Unsecured

Senior Notes Due 2031

 

Prefixed

 

7.25%

 

Dollar

 

3,683,191

 

 

Jun-31

 

Capital management

 

Unsecured

Debentures

 

CDI + 2.65%

 

13.33%

 

Real

 

 

1,208,141

 

Aug-25

 

Investments

 

Unsecured

 

 

CDI + 1.65%

 

14.00%

 

Real

 

781,715

 

784,475

 

Aug-28

 

Capital management

 

Unsecured

 

 

CDI + 1.50%

 

13.83%

 

Real

 

406,429

 

406,471

 

May-28

 

Capital management

 

Unsecured

 

 

CDI + 1.50%

 

13.83%

 

Real

 

722,667

 

 

Jun-34

 

Capital management

 

Unsecured

 

 

CDI + 1.90%

 

14.28%

 

Real

 

1,117,561

 

1,117,966

 

May-32

 

Capital management

 

Unsecured

 

 

CDI + 2.00%

 

14.39%

 

Real

 

938,451

 

942,011

 

Aug-31

 

Capital management

 

Unsecured

 

 

CDI + 2.40%

 

14.84%

 

Real

 

1,020,963

 

1,020,673

 

Apr-28

 

Capital management

 

Unsecured

 

 

CDI + 2.40%

 

14.84%

 

Real

 

999,683

 

998,542

 

Jun-28

 

Capital management

 

Unsecured

 

 

CDI + 1.80%

 

14.17%

 

Real

 

1,314,009

 

1,260,684

 

Jan-31

 

Capital management

 

Unsecured

 

 

CDI + 1.00%

 

13.27%

 

Real

 

722,795

 

 

Jun-29

 

Capital management

 

Unsecured

 

 

CDI + 0.50%

 

12.71%

 

Real

 

1,517,668

 

 

Jan-28

 

Capital management

 

Unsecured

 

 

CDI + 0.72%

 

12.96%

 

Real

 

505,999

 

 

Jan-30

 

Capital management

 

Unsecured

 

 

CDI + 1.30%

 

13.61%

 

Real

 

506,361

 

 

Jan-35

 

Capital management

 

Unsecured

 

 

IPCA + 5.75%

 

10.88%

 

Real

 

433,499

 

412,478

 

Aug-31

 

Capital management

 

Unsecured

Commercial bank notes

 

CDI + 1.75%

 

14.11%

 

Real

 

548,335

 

547,755

 

Dec-28

 

Capital management

 

Unsecured

 

 

CDI + 1.80%

 

14.17%

 

Real

 

471,702

 

448,165

 

Jan-31

 

Capital management

 

Unsecured

 

 

 

 

 

 

 

 

29,324,600

 

25,715,636

 

 

 

 

 

 

Compass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES

 

IPCA + 4.10%

 

9.15%

 

Real

 

88,477

 

112,946

 

Apr-29

 

Investments

 

Secured

 

 

IPCA + 4.10%

 

9.15%

 

Real

 

194,797

 

140,016

 

Jan-30

 

Investments

 

Secured

 

 

IPCA + 3.25%

 

8.26%

 

Real

 

1,318,111

 

1,547,664

 

Jun-34

 

Investments

 

Secured

 

 

IPCA + 5.74%

 

10.87%

 

Real

 

1,027,665

 

893,810

 

Dec-36

 

Investments

 

Secured

 

 

IPCA + 6.01%

 

11.15%

 

Real

 

295,695

 

304,276

 

Dec-36

 

Investments

 

Secured

 

 

CDI + 1.36%

 

13.68%

 

Real

 

60,000

 

 

Jan-25

 

Capital management

 

Unsecured

 

 

CDI + 0.50%

 

12.71%

 

Real

 

50,000

 

 

Jan-25

 

Capital management

 

Unsecured




Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

Interest

 

Consolidated

 

 

 

 

 

 

Description
Index
Annual interest rate
Currency
12/31/2024
12/31/2023
Maturity
Objective
Modality

Loan 4131

 

Prefixed

 

1.36%

 

Dollar

 

 

362,774

 

Feb-24

 

Capital management

 

Unsecured

 

 

Prefixed

 

2.13%

 

Dollar

 

1,245,670

 

943,486

 

Feb-25

 

Capital management

 

Unsecured

 

 

Prefixed

 

5.74%

 

Euro

 

523,634

 

 

Mar-25

 

Capital management

 

Unsecured

 

 

Prefixed

 

4.04%

 

Dollar

 

926,262

 

734,191

 

May-26

 

Capital management

 

Unsecured

Debentures

 

CDI + 1.95%

 

12.55%

 

Real

 

 

735,566

 

Aug-24

 

Investments

 

Unsecured

 

 

IPCA + 4.33%

 

8.95%

 

Real

 

 

554,147

 

Oct-24

 

Investments

 

Unsecured

 

 

CDI + 1.20%

 

13.50%

 

Real

 

240,120

 

 

Oct-25

 

Investments

 

Unsecured

 

 

IPCA + 7.36%

 

12.57%

 

Real

 

41,436

 

80,960

 

Dec-25

 

Investments

 

Unsecured

 

 

CDI + 2.24%

 

14.66%

 

Real

 

208,465

 

 

Dec-26

 

Capital management

 

Unsecured

 

 

CDI + 1.45%

 

13.27%

 

Real

 

 

399,457

 

Dec-26

 

Investments

 

Unsecured

 

 

CDI + 1.55%

 

13.89%

 

Real

 

73,480

 

 

Jan-27

 

Investments

 

Unsecured

 

 

IGPM + 6.10%

 

13.04%

 

Real

 

382,837

 

359,639

 

May-28

 

Capital management

 

Unsecured

 

 

CDI + 1.08%

 

13.36%

 

Real

 

1,545,857

 

 

Mar-29

 

Investments

 

Unsecured

 

 

CDI + 0.80%

 

13.05%

 

Real

 

1,547,588

 

 

Mar-29

 

Capital management

 

Unsecured

 

 

CDI + 1.55%

 

13.89%

 

Real

 

1,763,476

 

1,764,022

 

Nov-30

 

Investments

 

Unsecured

 

 

IPCA + 5.12%

 

10.22%

 

Real

 

512,946

 

550,342

 

Aug-31

 

Investments

 

Unsecured

 

 

IPCA + 6.38%

 

11.54%

 

Real

 

685,420

 

 

Jul-34

 

Investments

 

Unsecured

 

 

IPCA + 5.22%

 

10.32%

 

Real

 

466,173

 

533,854

 

Aug-36

 

Investments

 

Unsecured

 

 

IPCA + 7.17%

 

12.37%

 

Real

 

588,142

 

 

Dec-36

 

Investments

 

Unsecured

 

 

IPCA + 6.45%

 

11.61%

 

Real

 

662,782

 

 

Jul-39

 

Investments

 

Unsecured

 

 

 

 

 

 

 

 

14,449,033

 

10,017,150

 

 

 

 

 

 

Moove

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan 4131

 

Prefixed

 

5.50%

 

Dollar

 

15,729

 

31,920

 

Mar-25

 

Investments

 

Unsecured

Working capital

 

SOFR + 1.50%

 

1.50%

 

Dollar

 

2,346,950

 

2,175,107

 

May-27

 

Acquisition

 

Unsecured

Working capital

 

SONIA + 1.30%

 

1.30%

 

GBP

 

272,318

 

 

Jun-26

 

Acquisition

 

Unsecured

Export Credit Note

 

SOFR+ 1.30%

 

5.83%

 

Dollar

 

316,442

 

 

Jun-27

 

Acquisition

 

Unsecured

Export Prepayment

 

SOFR-06 + 1.30%

 

5.66%

 

Dollar

 

607,136

 

 

Jun-27

 

Acquisition

 

Unsecured

 

 

 

 

 

 

 

 

3,558,575

 

2,207,027

 

 

 

 

 

 



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

Interest

 

Consolidated

 

 

 

 

 

 

Description
Index
Annual interest rate

Currency
12/31/2024
12/31/2023
Maturity
Objective
Modality

Rumo

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES

 

Prefixed

 

6.00%

 

Real

 

 

128,494

 

Dec-24

 

Investments

 

Secured

 

 

Prefixed

 

3.50%

 

Real

 

 

29

 

Jan-24

 

Investments

 

Secured

 

 

URTJLP

 

9.53%

 

Real

 

1,861,658

 

2,210,390

 

Jul-31

 

Investments

 

Secured

 

 

CDI + 2.07%

 

13.45%

 

Real

 

40,530

 

52,101

 

Mar-25

 

Capital management

 

Secured

 

 

CDI + 2.25%

 

13.65%

 

Real

 

51,968

 

60,774

 

May-26

 

Capital management

 

Secured

 

 

CDI + 2.25%

 

13.65%

 

Real

 

50,663

 

78,965

 

Feb-26

 

Capital management

 

Secured

 

 

CDI + 2.20%

 

13.60%

 

Real

 

77,856

 

30,252

 

Mar-26

 

Capital management

 

Secured

 

 

SOFR + 1.30%

 

5.83%

 

Dollar

 

25,341

 

487,544

 

Jan-25

 

Capital management

 

Secured

 

 

CDI + 1.29%

 

13.65%

 

Dollar

 

30,302

 

 

May-29

 

Capital management

 

Secured

Senior Notes Due 2028

 

Prefixed

 

5.25%

 

Dollar

 

2,631,834

 

2,178,449

 

Jan-28

 

Investments

 

Secured

Senior Notes Due 2032

 

Prefixed

 

4.20%

 

Dollar

 

2,418,140

 

2,066,885

 

Jan-32

 

Investments

 

Secured

Export Credit Agency ("ECA")

 

Euribor + 0.58%

 

3.94%

 

Euro

 

38,525

 

48,849

 

Sep-26

 

Investments

 

Secured

Bank Credit

 

IPCA

 

5.84%

 

Real

 

874,513

 

954,205

 

Jan-48

 

Investments

 

Secured

ACF

 

IPCA + 6.48%

 

11.64%

 

Real

 

299,706

 

 

Aug-42

 

Investments

 

Secured

Debenture

 

IPCA + 3.60%

 

8.62%

 

Real

 

393,127

 

413,881

 

Dec-30

 

Investments

 

Unsecured

 

 

IPCA + 3.90%

 

8.94%

 

Real

 

1,078,794

 

1,113,820

 

Oct-29

 

Investments

 

Unsecured

 

 

IPCA + 4.00%

 

9.04%

 

Real

 

957,843

 

1,077,140

 

Dec-35

 

Investments

 

Unsecured

 

 

IPCA + 4.50%

 

9.57%

 

Real

 

1,520,069

 

1,596,910

 

Jun-31

 

Investments

 

Unsecured

 

 

IPCA + 4.54%

 

9.61%

 

Real

 

218,865

 

254,232

 

Jun-36

 

Investments

 

Unsecured

 

 

IPCA + 4.68%

 

9.76%

 

Real

 

248,085

 

396,201

 

Feb-26

 

Investments

 

Unsecured

 

 

IPCA + 4.52%

 

11.33%

 

Real

 

711,764

 

773,556

 

Jun-31

 

Investments

 

Unsecured

 

 

IPCA + 5.73%

 

10.86%

 

Real

 

480,383

 

551,709

 

Oct-33

 

Investments

 

Unsecured

 

 

IPCA + 5.99%

 

11.13%

 

Real

 

452,451

 

470,177

 

Jun-32

 

Investments

 

Unsecured

 

 

IPCA + 6.80%

 

11.98%

 

Real

 

938,970

 

1,004,762

 

Apr-30

 

Investments

 

Unsecured

 

 

CDI + 1.30%

 

11.84%

 

Real

 

 

759,390

 

Aug-24

 

Investments

 

Unsecured



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

Interest

 

Consolidated

 

 

 

 

 

 

Description
Index
Annual interest rate

Currency
12/31/2024
12/31/2023
Maturity
Objective
Modality

 

 

CDI + 1.79%

 

13.65%

 

Real

 

 

753,435

 

Jun-24

 

Investments

 

Unsecured

 

 

IPCA + 5.76%

 

10.89%

 

Real

 

714,229

 

753,439

 

Aug-29

 

Investments

 

Unsecured

 

 

IPCA + 6.18%

 

10.91%

 

Real

 

655,641

 

749,252

 

May-33

 

Investments

 

Unsecured

 

 

IPCA + 5.80%

 

10.93%

 

Real

 

469,906

 

 

Mar-34

 

Investments

 

Unsecured

 

 

IPCA + 5.93%

 

11.07%

 

Real

 

565,235

 

 

Mar-39

 

Investments

 

Unsecured

 

 

IPCA + 6.42%

 

11.33%

 

Real

 

489,270

 

 

Jun-34

 

Investments

 

Unsecured

 

 

IPCA + 6.53%

 

11.33%

 

Real

 

133,846

 

 

Jun-39

 

Investments

 

Unsecured

 

 

IPCA + 6.05%

 

11.19%

 

Real

 

693,704

 

 

Aug-36

 

Investments

 

Unsecured

 

 

 

 

 

 

 

 

19,123,218

 

18,964,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

66,455,426

 

56,904,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

4,403,148

 

4,882,398

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

62,052,278

 

52,022,256

 

 

 

 

 

 



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

For debts linked to derivatives, the effective rates are shown in the explanatory note 5.6.

To calculate the average rates, the market interest curves on December 31, 2024 were considered on an annual basis.

All debts with maturity dates denominated in foreign currency are hedged against foreign exchange risk through derivatives (note 5.6), except for perpetual notes.

Loans, borrowings and debentures that are classified as non-current have the following maturities:

 

 

Parent Company

 

Consolidated

 

 

Funding costs

 

12/31/2024

 

12/31/2023

 

Funding costs

 

12/31/2024

 

12/31/2023

1 to 2 years

 

 

 

569,067

 

(43,154)

 

2,552,535

 

4,800,498

2 to 3 years

 

(24,538)

 

350,462

 

 

(128,908)

 

7,551,156

 

6,255,752

3 to 4 years

 

(8,824)

 

5,178,676

 

360,698

 

(85,987)

 

10,000,615

 

6,626,698

4 to 5 years

 

(6,148)

 

4,501,383

 

3,319,442

 

(89,779)

 

12,429,311

 

7,554,468

5 to 6 years

 

(4,975)

 

4,011,417

 

3,327,245

 

(53,072)

 

7,948,395

 

8,143,128

6 to 7 years

 

(2,730)

 

5,371,352

 

3,101,714

 

(41,538)

 

6,100,666

 

6,777,099

7 to 8 years

 

(621)

 

607,712

 

1,650,648

 

(44,524)

 

6,421,275

 

2,599,593

Over 8 years

 

(812)

 

982,521

 

366,523

 

(120,306)

 

9,048,325

 

9,265,020

 

 

(48,648)

 

21,003,523

 

12,695,337

 

(607,268)

 

62,052,278

 

52,022,256

b)     Changes in loans, borrowings and debentures

 

 

Parent Company

 

Consolidated

Balance as of January 1, 2023

 

5,475,628

 

52,987,216

Proceeds

 

8,636,528

 

12,785,628

Repayment of principal

 

(579,942)

 

(8,054,763)

Payment of interest

 

(973,919)

 

(3,552,292)

Payment of interest on work in progress

 

 

(288,569)

Interest, exchange rate and fair value

 

938,029

 

3,027,434

Balance as of December 31, 2023

 

13,496,324

 

56,904,654

Proceeds

 

6,911,676

 

16,983,225

Repayment of principal

 

(1,160,058)

 

(12,187,560)

Payment of interest

 

(1,697,950)

 

(4,759,976)

Payment of interest on work in progress

 

 

(128,520)

Business combination

 

 

285,033

Interest, exchange rate and fair value

 

3,800,563

 

9,358,570

Balance as of December 31, 2024

 

21,350,555

 

66,455,426


55


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

c)       Guarantees

The subsidiary Rumo has entered into financing contracts with development banks intended for investments guaranteed by bank guarantees at an average cost of 0.67% p.a. or by real guarantees (assets) and escrow accounts. On December 31, 2024, the balance of bank guarantees contracted was R$2,655,231 on December 31, 2024 (R$3,120,034 on December 31, 2023).

The subsidiary MLH has a bank guarantee for a loan from Cosan Lubrificantes S.R.L. (“Moove Argentina”), with an average annual cost of 0.18%, and a guarantee with top-tier banks for payment to third parties, with an average annual cost of 3.90%. On December 31, 2024, the balance of contracted guarantees was R$16,061 (R$31,931 on December 31, 2023).

d)      Unused lines of credit

As of December 31, 2024, the Company and its subsidiaries had credit lines with banks, which were not used, in the amount of R$1,510,231 (R$2,102,756 on December 31, 2023). The use of these lines of credit is subject to certain contractual conditions.

e)      Offset of assets and liabilities

Since the Company has the legally enforceable right to offset the amounts and the intention to settle them simultaneously, for consolidation purposes, the Company has offset in the statement of financial position the assets relating to the Total Return Swap (“TRS”) with the debt liability arising from the debentures, the Time Deposits with the Loans 4131 and the Credit Linked Notes (“CLNs”) with the Export Credit Notes (“NCEs”) in Brazil, presenting them at their net values, as well as their respective impacts on the income statement. As such, no sensitivity analysis is carried out either, as both transactions present no risk to the Company.

 

Segment

 

12/31/2024

 

12/31/2023

Assets

 

 

 

 

 

Credit Linked Notes

Rumo

 

6,334,168

 

4,952,781

Time deposit

Cosan Corporate

 

3,718,105

 

TRS

Cosan Corporate

 

5,640,466

 

4,354,191

Total

 

 

15,692,739

 

9,306,972

 

 

 

 

 

 

Liabilities

 

 

 

 

 

NCEs

Rumo

 

(6,334,168)

 

(4,952,781)

Loan 4131

Cosan Corporate

 

(3,718,105)

 

Debentures

Cosan Corporate

 

(5,640,466)

 

(4,354,191)

Total

 

 

(15,692,739)

 

(9,306,972)

 

 

 

 

 

 

Net

 

 

 


The gross values of financial assets and liabilities do not differ from the netted values

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


Accounting policy:

Upon inception or modification of a contract, the Company assesses whether the contract is or contains a lease.

The lease liability is initially measured at the present value of the lease payments that are not made on the commencement date, discounted at the interest rate implicit in the lease or, if that rate cannot be determined easily, at the Company's incremental borrowing rate. The Company's generally uses its incremental borrowing rate as the discount rate.

The lease payments included in calculating the lease liability are as follows:

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

To calculate the incremental borrowing rate, the Company:

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

The incremental (nominal) interest rate used by the Company and its subsidiaries was determined based on interest rates, adjusted for functional currency and the terms of its contracts. Rates between 4.25% and 13.73% were used, according to the term and currency of each contract.

In addition, for the measurement of the lease liability, the Company may account for two or more contracts together provided that:

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

Variable lease payments that do not depend on an index or rate are recognized as expenses in the period in which the event or condition that generates these payments occurs.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they come into effect. When adjustments to lease payments based on an index or rate come into effect, the lease liability is revalued and adjusted against the right of use asset.

Lease payments are allocated between the principal and the financial cost. The financial cost is debited to profit over the lease period to produce a constant periodic interest rate on the remaining balance of the liability in each period.

Payments associated with short-term leases of equipment and vehicles and all leases of low value assets are recognized by the linear method as an expense in the result. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

In determining the term of the lease, the Company considers all facts and circumstances that create an economic incentive to exercise the option of extension, or not to exercise the option of termination. Extension options (or periods after termination options) are only included in the lease term if there is reasonable certainty that it will be extended (or not terminated).

For warehouse rentals, retail stores and equipment, the following factors are usually the most relevant:

          If there are significant penalties to terminate (or not extend), the group is usually reasonably certain to extend (or not terminate).

          If any improvements in leased properties are expected to have a significant remaining value, the Company typically has a reasonable certainty of extending (or not terminating).

          Otherwise, the Company considers other factors, including historical rental durations and the costs and business interruption necessary to replace the leased asset.

Most of the extension options in offices and car rentals were not included in the rental liability because the Company could replace the assets without significant cost or business interruption.

The subsequent valuation of the lease liability is at amortized cost, using the effective interest rate method. It is revalued when there is a change in future lease payments resulting from a change in index or rate, if there is a change in the amounts expected to be paid according to the residual value guarantee, if the Company changes its valuation, one the option will be exercised in the purchase, extension or termination or if there is an essentially fixed revised lease payment


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

Parent Company

 

Consolidated

Balance as of January 1, 2023

30,365

 

3,532,158

Additions

 

1,923,138

Write-offs

 

(15,329)

Settlement interest and foreign exchange variation

7,566

 

458,507

Repayment of principal

(5,524)

 

(490,012)

Payment of interest

(3,615)

 

(236,948)

Monetary adjustment

751

 

104,280

Balance as of December 31, 2023

29,543

 

5,275,794

Additions

1,414

 

999,553

Write-offs

 

(9,933)

Settlement interest and foreign exchange variation

3,005

 

1,120,882

Repayment of principal

(6,532)

 

(694,340)

Payment of interest

(3,015)

 

(377,269)

Monetary adjustment

44

 

174,662

Business combination (i)

 

20,404

Balance as of December 31, 2024

24,459

 

6,509,753

 

 

 

 

Current

9,227

 

1,007,533

Non-current

15,232

 

5,502,220

 

24,459

 

6,509,753



(i) Lease liabilities identified in the acquisition of Compagas, see note 9.2.

  

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


The lease agreements have different terms, with the last due date occurring in December 2058. The amounts are updated annually by inflation indexes (such as IGPM and IPCA) or may incur interest calculated based on the TJLP or CDI and some of the contracts have renewal or purchase options that were considered in determining the term and classification as finance lease.

In addition to the amortization and appropriation of interest and exchange variation highlighted in the previous tables, the following impacts on income were recorded for the other lease contracts that were not included in the measurement of lease liabilities.

 

12/31/2024

 

12/31/2023

Variable lease payments not included in the recognition of lease obligations

71,932

 

43,115

Expenses related to short-term leases

27,664

 

37,739

Low asset leasing costs, excluding short-term leases

10,005

 

5,376

 

109,601

 

86,230


The Company recorded lease liabilities at the present value of future payments, including tax credits to which it will be entitled upon payment of the leases. The potential PIS and COFINS credit included in liabilities on December 31,
2024 is R$30,814 (R$32,244 on December 31, 2023).

Accounting policy:

Initial recognition of derivatives at fair value occurs on the date a derivative contract is entered into, and derivatives are subsequently remeasured at fair value at the end of each reporting period. Whether subsequent changes in fair value are recorded depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Company identifies certain derivatives as:

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

At the inception of the hedging relationship, the Company documents the economic relationship between the hedging instruments and the hedged items, including expected changes in the cash flows of the hedging instruments. The Company documents its risk management objective and strategy for hedging transactions. Changes in the fair value of any derivative instrument that do not qualify for hedge accounting are immediately registered in the income statement and included in other financial revenue (expenses).

The fair values of derivative financial instruments designated in hedging relationships are disclosed below. The total fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is greater than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

The Company evaluates, both at the beginning of the hedging relationship and on an ongoing basis, whether the hedging instruments are anticipated to be highly effective in offsetting changes in the fair value or cash flows of the respective attributable hedged items. The actual results of each hedge for the hedged risk fall between 60% and 140%.

Financial assets and liabilities are offset, and the net amount is reported in the financial position, when there is a legal right to offset the recognized amounts and intent to settle them on a net basis, or when the asset is realized and the liability is settled simultaneously. The legal right must be enforceable in the ordinary course of business and in the event of default, insolvency, or bankruptcy of the Company or the counterparty.

The estimated fair value of these derivatives is based in part on price quotations published in active markets, to the extent that such observable market data exists, and in part on valuation techniques that take into account: (i) prices established in recent purchase and sale transactions, (ii) margin of risk in the supply, and (iii) projected market price in the availability period. A fair value gain or loss is recognized at the end of the reporting date whenever the fair value at initial recognition for these contracts differs from the transaction price.

A financial asset previously accounted for in accordance with IFRS 9/CPC 48 may become an investee accounted for by equity when:

          the investor acquires an additional stake; or

          There is a change in circumstances that results in obtaining significant influence or joint control.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

The Company uses swap instruments, whose fair value is determined from discounted cash flows discounted cash flows based on market curves, to hedge the exposure to foreign exchange risk and exposure to foreign exchange risk and interest and inflation risk. The consolidated data are presented below:


 

Parent Company

 

Consolidated

 

Notional

 

Fair value

 

Notional

 

Fair value

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Exchange rate derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Forward agreements (i)

942,987

 

 

18,402

 

 

1,042,896

 

6,716

 

28,392

 

(147)

  FX option agreements

 

 

 

 

411,000

 

363,098

 

3,096

 

30,677

 

942,987

 

 

18,402

 

 

1,453,896

 

369,814

 

31,488

 

30,530

Commodity derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Forward contract - NDF

 

 

 

 

21,174

 

28,494

 

(7,158)

 

4,333

 

 

 

 

 

21,174

 

28,494

 

(7,158)

 

4,333

Foreign exchange and interest rate risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Swap agreements (interest rate) (ii)

350,000

 

7,038,443

 

(4,705)

 

(9,945)

 

6,453,930

 

7,209,400

 

(364,783)

 

(10,686)

  Swap agreements (interest and FX)(iii)

13,686,022

 

10,434,580

 

1,520,581

 

(562,802)

 

20,195,459

 

18,260,969

 

1,912,553

 

(1,546,736)

  Forward  agreements (interest and FX) (iv)

 

126,472

 

 

(3,720)

 

 

8,985,594

 

 

(939,559)

  Swap agreements (interest and inflation)(ii)

 

 

 

 

12,247,351

 

14,307,844

 

(246,660)

 

853,639

 

14,036,022

 

17,599,495

 

1,515,876

 

(576,467)

 

38,896,740

 

48,763,807

 

1,301,110

 

(1,643,342)

Share price risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Swap agreements  - (TRS) (v)

1,817,821

 

1,775,341

 

(1,073,657)

 

88,298

 

1,817,821

 

1,775,341

 

(1,073,657)

 

88,297

  Call Spread (iv)

 

 

 

 

4,667,709

 

5,594,212

 

77,341

 

366,296

  Collar (Vale Shares)

 

 

 

 

 

13,114,720

 

 

285,540

 

1,817,821

 

1,775,341

 

(1,073,657)

 

88,298

 

6,485,530

 

20,484,273

 

(996,316)

 

740,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial instruments

 

460,621

 

(488,169)

 

 

 

 

 

329,124

 

(868,346)

Current assets

 

 

 

 

18,402

 

54,935

 

 

 

 

 

905,341

 

202,399

Non-current assets

 

 

 

 

1,547,093

 

102,881

 

 

 

 

 

2,893,987

 

2,344,400

Current liabilities

 

 

 

 

(1,074,991)

 

(364,747)

 

 

 

 

 

(2,504,117)

 

(1,250,520)

Non-current liabilities

 

 

 

 

(29,883)

 

(281,238)

 

 

 

 

 

(966,087)

 

(2,164,625)

Total

 

 

 

 

460,621

 

(488,169)

 

 

 

 

 

329,124

 

(868,346)


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


(i) To hedge exposures and expenses in foreign currency, the Company and its subsidiaries have foreign exchange forward agreements and/or options indexed to foreign exchange.
(ii)  The Company structured derivatives to protect against exposure to pre-fixed interest in Reais in order to convert such debt into post-fixed debt. In interest rate and inflation swap transactions, the Company positions itself as assets in the Índice Nacional de Preços ao Consumidor Amplo (“IPCA”) plus fixed interest and liabilities at a percentage of the CDI.
(iii) The Company and its subsidiary Rumo carry out interest rate and foreign exchange swap transactions, in which the companies position themselves as assets in US dollars plus fixed interest and liabilities at a percentage of the CDI.
(iv) The Company structured derivatives, to protect against price fluctuations in Vale's shares.
(v) The Company entered into TRS derivative contracts with commercial banks. Through the TRS, with financial settlement, Cosan will receive the return on the variation in the price of CSAN3 shares, adjusted by dividends for the period, and will pay annual interest referenced to CDI plus spread. The equivalent contracted amount of CSAN3 shares with TRS was 110,995,312 shares, and the total initial value was R$1,817,821. On December 31, 2024, the result of the mark-to-market, recorded in the Company's financial expense, was R$1,073,657 (compared to financial income of R$83,390 on December 31, 2023).

Below, we present the breakdown of the registration value of debt and non-debt derivative financial instruments:

 

Parent company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Derivative financial instruments

1,534,278

 

(576,467)

 

1,319,512

 

(990,764)

Non-derivative financial instruments

(1,073,657)

 

88,298

 

(990,388)

 

122,418

 

460,621

 

(488,169)

 

329,124

 

(868,346)

Derivatives are only used for economic hedging purposes and not as speculative investments.

a)             Fair value hedge

The Company adopts fair value hedge accounting for some of its operations, both the hedging instruments and the hedged items are measured and recognized at fair value through profit or loss.

There is an economic relationship between the hedged item and the hedging instrument because the terms of the interest and FX rate swap correspond to the terms of the fixed-rate loan, i.e., notional amount, term, and payment. Since the underlying risk of the interest and FX rate swap is identical to the hedged risk component, the Company has established a hedge ratio of 1:1 for its hedging relationships. The Company employs the discounted cash flow method and compares changes in the fair value of the hedging instrument with changes in the fair value of the hedged item attributable to the hedged risk in order to evaluate the effectiveness of the hedge. According to the Company's assessment, the sources of hedge ineffectiveness that are most likely to impact the hedge relationship during its term are: (i) a reduction or change in the hedged item; and (ii) a change in the Company's or the contracted swap counterparty's credit risk. The following amounts were associated with the items designated as hedging instruments: 
 

 

 

 

Registered value

 

Accumulated fair value adjustment

 

Notional

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

FX rate risk hedge

 

 

 

 

 

 

 

 

 

Designated items

 

 

 

 

 

 

 

 

 

     PPE - (Moove)

(536,300)

 

(620,690)

 

 

(13,554)

 

     NCE - (Moove)

(269,870)

 

(320,606)

 

 

(4,164)

 

     Senior notes 2028 (Rumo Luxembourg)

(2,791,600)

 

(2,631,834)

 

(2,178,449)

 

(254,278)

 

167,874

     Senior notes 2032 (Rumo Luxembourg)

(2,259,375)

 

(2,418,140)

 

(2,066,885)

 

(213,825)

 

126,408

NCE U.S.$ (Rumo Malha Norte)

(120,850)

 

(25,341)

 

(487,544)

 

(134,810)

 

3,147

Total debt

(5,977,995)

 

(6,016,611)

 

(4,732,878)

 

(620,631)

 

297,429

Derivative financial instruments

 

 

 

 

 

 

 

 

 

     PPE - (Moove)

536,300

 

66,126

 

 

66,126

 

     NCE - (Moove)

269,870

 

28,452

 

 

28,452

 

     Swaps Senior Notes 2028 (Rumo Luxembourg)

2,791,600

 

(50,047)

 

(460,939)

 

(410,893)

 

42,265

     Swaps Senior Notes 2032 (Rumo Luxembourg)

2,259,375

 

112,984

 

(239,630)

 

(352,614)

 

110,644

     Swap exchange rate and interest (Rumo Malha Norte)

120,850

 

(98,758)

 

5,293

 

104,049

 

(5,293)

Total derivatives

5,977,995

 

58,757

 

(695,276)

 

(564,880)

 

147,616

Total

 

(5,957,854)

 

(5,428,154)

 

(1,185,511)

 

445,045


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

 

Registered value

 

Accumulated fair value adjustment

 

Notional

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Interest rate risk hedge

 

 

 

 

 

 

 

 

 

Designated items

 

 

 

 

 

 

 

 

 

     BNDES Project VIII (Comgás)

(791,665)

 

(678,785)

 

(803,990)

 

100,511

 

54,807

     Debenture (Rumo)

(10,189,275)

 

(9,719,039)

 

(7,973,671)

 

(1,375,324)

 

397,073

     ACF (Rumo)

(312,528)

 

(299,706)

 

 

(13,635)

 

     Finem (Rumo)

(22,516)

 

(25,764)

 

(36,301)

 

(40,521)

 

971

     CCB (Rumo)

(943,032)

 

(874,513)

 

(954,205)

 

(49,978)

 

(10,088)

Total debt

(12,259,016)

 

(11,597,807)

 

(9,768,167)

 

(1,378,947)

 

442,763

Derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Swaps 5th issue - single series (Comgás)

 

 

 

 

(221,000)

     BNDES Project VIII (Comgás)

791,665

 

(101,565)

 

(56,085)

 

(45,480)

 

34,108

     Swaps Debenture (Rumo)

10,189,275

 

(360,998)

 

559,964

 

920,964

 

(708,626)

    ACF (Rumo)

312,528

 

(13,864)

 

 

13,864

 

     Finem (Rumo)

22,516

 

938

 

1,600

 

662

 

(2,158)

     CCB (Rumo)

943,032

 

(63,659)

 

(15,221)

 

48,438

 

8,245

Derivative total

12,259,016

 

(539,148)

 

490,258

 

938,448

 

(889,431)

Total

 

(12,136,955)

 

(9,277,909)

 

(440,499)

 

(446,668)


b)            Fair value option

Certain derivative instruments were not designated to documented hedging structures.

The Company chose to designate the hedged liabilities (hedge objects) to be recorded at fair value through profit or loss. Considering that derivative instruments are always accounted for at fair value through profit or loss, the accounting effects are the same as those that would be obtained through hedging documentation:             

  

 

 

 

 

 

Registered Value

 

Accumulated fair value

 

 

 

Notional

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

FX rate risk

 

 

 

 

 

 

 

 

 

 

 

Items

 

 

 

 

 

 

 

 

 

 

 

Senior Notes 2027 (Cosan Luxembourg)

U.S.$ + 7.00%

 

(2,427,382)

 

2,475,674

 

(2,016,330)

 

3,411,031

 

528,855

Export Credit Agreement (Rumo)

EUR + 0.58%

 

(25,369)

 

(38,525)

 

(48,849)

 

(713)

 

(1,444)

Scotiabank 2021

U.S.$ + 1.60%

 

 

 

(362,774)

 

 

2,106

Scotiabank 2022

U.S.$ + 2.51%

 

(1,097,400)

 

(1,245,669)

 

(943,486)

 

3,580

 

33,324

Scotiabank 2023

U.S.$ + 4.76%

 

(749,310)

 

(926,262)

 

(734,191)

 

5,920

 

(5,468)

BNP Paribas 2024

EUR + 5.74%

 

504,226

 

(523,634)

 

 

(19,408)

 

Total

 

 

(3,795,235)

 

(258,416)

 

(4,105,630)

 

3,400,410

 

557,373

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

Swap Senior Notes 2027 (Cosan Luxembourg)

BRL + 114.66% CDI

 

2,427,382

 

217,523

 

(46,214)

 

1,494,564

 

(379,397)

FX and interest rate swaps (Rumo)

BRL + 108.00% CDI

 

25,369

 

12,253

 

9,316

 

(2,937)

 

6,153

Scotiabank 2021

CDI + 1.25%

 

 

 

(63,184)

 

 

(12,939)

Scotiabank 2022

CDI + 1.20%

 

1,097,400

 

95,971

 

(212,180)

 

308,150

 

(51,811)

BNP Paribas 2024

CDI + 1.35%

 

(504,226)

 

55,805

 

 

347,714

 

Scotiabank 2018

107.90% CDI

 

 

 

 

 

(123,760)

Scotiabank 2023

CDI + 1.30%

 

749,310

 

169,185

 

(22,611)

 

191,795

 

(22,611)

Total derivatives

 

 

3,795,235

 

550,737

 

(334,873)

 

2,339,286

 

(584,365)

Total

 

 

 

292,321

 

(4,440,503)

 

5,739,696

 

(26,992)


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

 

 

 

Registered Value

 

Accumulated fair value adjustment

 

 

 

Notional

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

FX rate risk

 

 

 

 

 

 

 

 

 

 

 

Items

 

 

 

 

 

 

 

 

 

 

 

    BNDES Projects VI and VII (Comgás)

IPCA + 4.10%

 

(101,543)

 

(88,477)

 

(112,946)

 

3,288

 

(150)

    BNDES Project VIII (Comgás)

IPCA + 3.25%

 

(688,876)

 

(639,325)

 

(743,674)

 

39,439

 

5,967

    BNDES Project IX (Comgás)

IPCA + 5.74%

 

(565,582)

 

(554,820)

 

(598,752)

 

54,110

 

(19,875)

    BNDES Project IX - Sub A (Comgás)

IPCA + 5.74%

 

(306,207)

 

(287,962)

 

 

22,242

 

    BNDES Project IX - Sub A (Comgás)

IPCA + 5.74%

 

(196,598)

 

(184,883)

 

 

10,864

 

    BNDES Project IX - Sub B (Comgás)

IPCA + 6.01%

 

(315,186)

 

(295,695)

 

 

23,999

 

    Debenture 6th issue - single series (Comgás)

IPCA + 4.33%

 

 

 

(554,148)

 

 

3,509

    Debenture 4th issue - 3rd series (Comgás)

IPCA + 7.36%

 

(38,273)

 

(41,436)

 

(80,960)

 

718

 

(708)

    Debenture 9th issue - 1st  series (Comgás)

IPCA + 5.12%

 

(500,000)

 

(512,946)

 

(550,342)

 

88,728

 

19,868

    Debenture 11th issue - 1st series (Comgás)

IPCA + 6.38%

 

(750,000)

 

(685,420)

 

 

72,780

 

    Debenture 9th issue - 2nd series (Comgás)

IPCA + 5.22%

 

(500,000)

 

(466,173)

 

(533,854)

 

133,379

 

34,919

    Debenture 12th issue - single series (Comgás)

IPCA + 7.17%

 

(600,000)

 

(588,142)

 

 

(10,096)

 

    Debenture 11th issue - 2nd series (Comgás)

IPCA + 6.45%

 

(750,000)

 

(662,782)

 

 

85,912

 

    Debentures (Rumo)

IPCA + 4.68%

 

(180,000)

 

(248,085)

 

(396,201)

 

(59,916)

 

13,474

    Debentures (Rumo)

IPCA + 4.50%

 

(600,000)

 

(755,061)

 

(774,939)

 

(96,457)

 

34,721

Total

 

 

(6,092,265)

 

(6,011,207)

 

(4,345,816)

 

368,990

 

91,725

Derivative instruments

 

 

 

 

 

 

 

 

 

 

 

     BNDES Projects VI and VII (Comgás)

87.50% CDI

 

101,543

 

(3,332)

 

64

 

(3,396)

 

2,110

     BNDES Project VIII (Comgás)

91.90% CDI

 

688,876

 

(39,834)

 

(6,578)

 

(33,256)

 

14,461

     BNDES Project IX (Comgás)

98.90% CDI

 

565,582

 

1,394

 

46,904

 

(45,510)

 

53,536

     BNDES Project IX - Sub A (Comgás)

98.49% CDI

 

306,207

 

(14,383)

 

 

(14,383)

 

     BNDES Project IX - Sub A (Comgás)

92.35% CDI

 

196,598

 

(8,929)

 

 

(8,929)

 

     BNDES Project IX - Sub B (Comgás)

95.55% CDI

 

315,186

 

(15,994)

 

 

(15,994)

 

     Debenture 6th issue - single series (Comgás)

89.90% CDI

 

 

 

20,116

 

 

30,535

     Debenture 4th issue - 3rd series (Comgás)

112.49% CDI

 

38,273

 

3,203

 

4,567

 

(1,364)

 

5,345

     Debenture 9th issue - 1st series (Comgás)

109.20% CDI

 

500,000

 

5,192

 

42,093

 

(36,901)

 

59,798

     Debenture 11th issue - 1st series (Comgás)

100.45% CDI

 

750,000

 

(71,755)

 

 

(71,755)

 

     Debenture 9th issue - 2nd series (Comgás)

110.60% CDI

 

500,000

 

(39,535)

 

26,901

 

(66,436)

 

67,342

     Debenture 12th issue - single series (Comgás)

95.66% CDI

 

600,000

 

10,424

 

 

10,424

 

     Debenture 11th issue - 2nd series (Comgás)

99.70% CDI

 

750,000

 

(84,963)

 

 

(84,963)

 

Debentures (Rumo)

107.00% CDI

 

180,000

 

60,419

 

81,885

 

21,466

 

(5,691)

    Debentures (Rumo)

103.00% CDI

 

600,000

 

130,505

 

147,429

 

16,924

 

(73,337)

Total derivatives

 

 

6,092,265

 

(67,588)

 

363,381

 

(334,073)

 

154,099

Total

 

 

 

(6,078,795)

 

(3,982,435)

 

34,917

 

245,824


  Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

           

c)             Cash flow hedge

The indirect subsidiary Edge Comercialização S.A. entered into a natural gas sales contract (Brent risk) with a third party and related party. In order to protect and mitigate the risks arising from fluctuations in natural gas indexes, the subsidiary designated this operation subject to hedge accounting for the respective cash flow protection.

The expected benefits of this contract are: reducing the financial risk associated with fluctuations in natural gas prices, avoiding fluctuations in the financial results of hedging instruments, protecting the subsidiary's margins, maintaining predictability in its costs or revenues and ensuring greater stability in operating results.

The indirect subsidiary TRSP has adopted a hedge accounting strategy to protect its results from exposure to variability in cash flows arising from the exchange rate effects of highly probable revenues in US dollars projected for a period of 20 years, through non-derivative hedging instruments - lease liabilities in US dollars already contracted.

On December 31, 2024 there was an ineffective portion reclassified to profit or loss, according to item (b) bellow. The impacts recognized in the subsidiary's equity and the estimated realization in equity are shown below:

i)             Composition

Financial instruments

 

Subsidiary

 

Risk

 

Unit

 

Notional R$

 

Fair value 12/31/2024

 

Book value 12/31/2024

 

(-) Deferred taxes

 

Effect on shareholders' equity 12/31/2024

Leasing

 

Compass

 

FX rate

 

BRL

 

(1,783,341)

 

446,224

 

446,224

 

(151,716)

 

294,508

Effect on finance position

 

 

 

 

 

 

 

(1,783,341)

 

446,224

 

446,224

 

(151,716)

 

294,508

ii)            Changes

Financial instruments

 

Net operating revenue

 

Net financial result

 

Comprehensive income

 

Realized gains

Derivative futures (BRENT)

 

(5,149)

 

(17,880)

 

 

23,029

Leasing

 

(6,937)

 

(486)

 

446,224

 

December 31, 2024

 

(12,086)

 

(18,366)

 

446,224

 

23,029

 

Accounting policy:

Trade receivables are initially recognized at the unconditional consideration amount unless they contain significant financing components, in which case they are recognized at fair value. The Company holds trade receivables with the intention of collecting the contractual cash flows, and subsequently measuring them at amortized cost using the effective interest rate method.

For the purpose of estimating credit losses, trade receivables have been categorized according to their credit risk characteristics and days overdue. A loss allowance for anticipated credit losses is recognized as a component of selling expenses.

The expected loss rates are derived from historical credit losses incurred during the period. Historical loss rates may be modified to reflect current and forecasted information regarding macroeconomic factors that influence the ability of customers to settle receivables. The Company has determined that the implied interest rate in the agreement is the most significant factor, and as a result, it adjusts historical loss rates based on the anticipated changes to this factor.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

Consolidated

 

12/31/2024

 

12/31/2023

Domestic market

3,220,315

 

2,790,623

Unbilled receivables (i)

853,993

 

782,813

Foreign market - foreign currency

134,127

 

32,308

 

4,208,435

 

3,605,744

Expected credit losses

(212,701)

 

(161,108)

 

3,995,734

 

3,444,636

Current

3,730,364

 

3,330,488

Non-current

265,370

 

114,148

Total

3,995,734

 

3,444,636


(i)Unbilled revenue refers to the portion of the monthly gas supply for which measurement and billing have not been completed, however already recorded in the balance sheet in accordance with the Company's accounting policy.

The aging of accounts receivable is as follows:

 

Consolidated

 

12/31/2024

 

12/31/2023

Not overdue

3,615,094

 

3,181,795

Overdue

 

 

 

  Up to 30 days

280,392

 

203,143

  From 31 to 60 days

74,817

 

48,968

  From 61 to 90 days

27,198

 

18,146

  More than 90 days

210,934

 

153,692

Expected credit losses

(212,701)

 

(161,108)

 

3,995,734

 

3,444,636

Changes in the expected credit losses are as follows:

 

Consolidated

Balance as of January 1, 2023

(154,618)

Provision / reversal

(31,053)

Foreign exchange

1,353

Write-offs

23,210

Balance as of December 31, 2023

(161,108)

Corporate reorganization (Note 9.2)

(17,606)

Provision / reversal

(54,882)

Write-offs

20,895

Balance as of December 31, 2024

(212,701)


Accounting policy

Commercial operations, involving related parties, are carried out at normal market prices. Financial and corporate transactions are carried out in accordance with the contracts established between the parties. Outstanding balances at year end are not guaranteed, are not subject to interest and are settled in cash. There were no guarantees given or received on any accounts receivable or payable involving related parties. At the end of each period, an analysis of the recovery of amounts and receivables is carried out and for the years ended December 31, 2024 and 2023 no provision was recognized.

The Company has a Cost Sharing Agreement that outlines the sharing of activities and expenses, along with reimbursement guidelines and other commercial terms for the allocation of group expenses. These expenses are classified as intercompany transactions.

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

a)            Accounts receivable and payable with related parties:


 

Parent Company

 

Consolidated

 

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Current assets

 

 

 

 

 

 

 

 

Commercial operations

 

 

 

 

 

 

 

 

Raízen S.A. (i)

 

5,241

 

7,798

 

72,518

 

63,004

Rumo S.A.

 

25,706

 

6,214

 

 

CLI Sul S.A.

 

10

 

10

 

19,458

 

21,633

Cosan Lubrificantes e Especialidades S.A. (ii)

 

14,164

 

5,722

 

 

Aguassanta Participações S.A.

 

 

88

 

 

88

Compass Gás e Energia S.A.

 

18,561

 

4,253

 

 

Termag - Terminal Marítimo de Guarujá S.A.

 

 

 

14,286

 

9,286

Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS)

 

 

 

36,985

 

Vale S.A.

 

 

 

 

 

3,321

 

5,000

Radar Gestão de Investimentos S.A.

 

564

 

 

565

 

Radar Propriedades Agrícolas S.A.

 

1,885

 

 

 

Norgás S.A.

 

 

 

 

8,976

Other

 

239

 

121

 

3,052

 

452

 

 

66,370

 

24,206

 

150,185

 

108,439

Financial and corporate operations

 

 

 

 

 

 

 

 

Raízen S.A. (i)

 

45,173

 

36,020

 

45,173

 

36,032

Cosan Dez Participações S.A. (iii)

 

 

111,659

 

 

Ligga S.A. (iv)

 

 

 

 

107,000

Cosan Luxembourg S.A

 

2,556

 

1,466

 

 

Other

 

 

 

1,705

 

 

 

47,729

 

149,145

 

46,878

 

143,032

Total current assets

 

114,099

 

173,351

 

197,063

 

251,471

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Commercial operations

 

 

 

 

 

 

 

 

Termag - Terminal Marítimo de Guarujá S.A.

 

 

 

21,438

 

36,952

 

 

 

 

21,438

 

36,952

Financial and corporate operations

 

 

 

 

 

 

 

 

Raízen S.A. (i)

 

28,864

 

46,911

 

26,920

 

46,935

Cosan Lubrificantes e Especialidades S.A. (ii)

 

109,550

 

127,834

 

 

Ligga S.A. (iv)

 

154,468

 

 

154,468

 

Other

 

 

 

 

4,733

 

 

292,882

 

174,745

 

181,388

 

51,668

Total non-current assets

 

292,882

 

174,745

 

202,826

 

88,620

Related parties receivables

 

406,981

 

348,096

 

399,889

 

340,091

 

 

 

 

 

 

 

 

 



Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


 

 

Parent Company

 

Consolidated

 

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Current liabilities

 

 

 

 

 

 

 

 

Commercial operations

 

 

 

 

 

 

 

 

Raízen S.A. (i)

 

8,176

 

4,099

 

303,656

 

232,713

Termag - Terminal Marítimo de Guarujá S.A.

 

 

 

8,149

 

10,500

Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS)

 

 

 

45,119

 

Aguassanta Participações S.A.

 

 

 

 

984

Cosan Lubrificantes e Especialidades S.A. (ii)

 

6

 

1,065

 

 

Vale S.A.

 

 

 

 

 

 

4,000

Other

 

58

 

6,065

 

1,932

 

39,542

 

 

8,240

 

11,229

 

358,856

 

287,739

Financial and corporate operations

 

 

 

 

 

 

 

 

Raízen S.A. (i)

 

56,478

 

32,405

 

57,554

 

34,421

Cosan Overseas Limited (v)

 

40,012

 

31,282

 

 

Cosan Luxembourg S.A. (v)

 

105,890

 

123,983

 

 

 

 

202,380

 

187,670

 

57,554

 

34,421

Total current liabilities

 

210,620

 

198,899

 

416,410

 

322,160

Non-current liabilities

 

 

 

 

 

 

 

 

Financial and corporate operations

 

 

 

 

 

 

 

 

Cosan Lubrificantes e Especialidades S.A. (ii)

 

591,491

 

655,683

 

 

Cosan Luxembourg S.A. (v)

 

3,342,012

 

3,355,612

 

 

Cosan Overseas Limited (v)

 

3,117,823

 

2,437,595

 

 

Raízen S.A. (i)

 

1,078

 

1,078

 

1,078

 

1,078

Total non-current liabilities

 

7,052,404

 

6,449,968

 

1,078

 

1,078

Payables to related parties

 

7,263,024

 

6,648,867

 

417,488

 

323,238

 

(i)

Current and non-current assets receivable from Raízen S.A. and its subsidiaries are, substantially, tax credits that will be reimbursed to the Company when realized. The preferred shares are used by Raízen to reimburse Cosan, with preferred dividends, when the net operating loss is consumed in Raízen.

Current liabilities represent Cosan S.A.'s obligation to reimburse Raízen S.A. and its subsidiaries for expenses related to settled legal disputes and other liabilities incurred prior to the formation of the joint venture.

(ii) On December 31, 2018, an agreement for the assumption of rights and obligations was entered into, and assets and liabilities related to the fuel business were transferred, arising from the acquisition of Esso Brasileira de Petróleo Ltda. (“Esso”) in 2008, which were not contributed to the formation of Raízen.
(iii) The highlighted amounts refer to expenses incurred by Cosan S.A. in the process of issuing preferred shares of Cosan Dez while they were in the process of incorporation, and which will be reimbursed by these entities.
(iv) Balance of financial operation between the Company and Ligga S.A. calculated at 120% of the CDI rate.
(v)

These operations serve as a vehicle for transferring funds from the Company to the subsidiaries, which are the holders of Senior Notes and are responsible for honoring their obligations. The increases observed in these liability balances refer to the creation of a loan arising from the transfer of the Senior Notes due 2029 debt and foreign exchange rate variation, which was levied on the Export Prepayment (“PPE”) operations that we have today between the Companies and the subsidiaries Cosan Luxemburgo and Cosan Overseas Limited (“Cosan Overseas”).

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

b)          Transactions with related parties: 


Parent Company

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Operating income

 

 

 

 

 

 

 

Raízen S.A. (i)

 

 

1,294,971

 

974,612

Elevações Portuárias S.A.

 

 

12,375

 

15,434

   Vale S.A.

 

 

46,350

 

56,000

 

 

 

1,353,696

 

1,046,046

 

 

 

 

 

 

 

 

Purchase of goods / inputs / services

 

 

 

 

 

 

 

   Raízen S.A. (i)

(45)

 

 

(3,129,874)

 

(2,251,896)

Vale S.A.

 

 

(4,544)

 

(52,000)

Elevações Portuárias S.A.

 

 

 

(16,536)

Other

 

 

 

(74,785)

 

(45)

 

 

(3,134,418)

 

(2,395,217)

 

 

 

 

 

 

 

 

Shared income (expenses)

 

 

 

 

 

 

 

Compass Gás e Energia S.A.

102,044

 

10,908

 

 

Companhia de Gás de São Paulo - COMGÁS  

(12)

 

(176)

 

 

   Radar Propriedades Agrícolas S.A.

1,881

 

 

 

Cosan Lubrificantes e Especialidades S.A.   

6,576

 

5,275

 

 

Elevações Portuárias S.A.

 

 

 

(753)

Raízen S.A.

(5,352)

 

(4,887)

 

(30,156)

 

(83,054)

Rumo S.A.

26,497

 

6,195

 

 

Trizy - Sinlog Tec. Em Logistica S.A.

 

129

 

 

Other

(8)

 

56

 

(22)

 

(2)

 

131,626

 

17,500

 

(30,178)

 

(83,809)

 

 

 

 

 

 

 

 

Finance result

 

 

 

 

 

 

 

Cosan Luxembourg S.A.

(1,139,998)

 

(269,661)

 

 

Cosan Overseas Limited

(912,722)

 

(14,199)

 

 

Aldwych Temple Venture Capital Limited

 

46,191

 

 

Other

4,818

 

 

4,808

 

 

(2,047,902)

 

(237,669)

 

4,808

 

Total

(1,916,321)

 

(220,169)

 

(1,806,092)

 

(1,432,980)

(i)          The amount is related to the purchase of fuels and provision of logistics transport by the subsidiary Rumo.

c)            Remuneration of administrators and directors:

               The Company has a compensation policy approved by the Board of Directors. Compensation of the Company's key management personnel includes salaries, contributions to a defined post-employment benefit plan and share-based payment. On May 29, 2024, the Annual General Meeting approved the global annual compensation of the managers and members of the Fiscal Council for the 2023 fiscal year. We present below the results of the Parent Company and Consolidated:


 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Short-term benefits to employees and directors

52,437

 

44,465

 

175,487

 

207,026

Share-based compensation

51,587

 

73,513

 

67,569

 

97,510

Post-employment benefits

534

 

532

 

2,369

 

2,888

Employment termination benefits

1,645

 

 

1,645

 

60,781

Other long-term benefits

 

 

5,981

 

 

106,203

 

118,510

 

253,051

 

368,205

 


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

Accounting policy:

Due to the short-term nature of trade payables, their carrying amounts are the same as their fair values, and they are generally paid within 30 to 45 days of recognition.

The following are the supplier balances:

 

Parent Company

 

Consolidated

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

Material and services suppliers

2,744

 

2,431

 

4,205,516

 

3,110,114

Natural gas(i)/ transport and logistics suppliers

156

 

 

982,333

 

1,074,411

 

2,900

 

2,431

 

5,187,849

 

4,184,525

 

 

 

 

 

 

 

 

Current

2,900

 

2,431

 

5,168,593

 

3,920,273

Non-current

 

 

19,256

 

264,252

Total

2,900

 

2,431

 

5,187,849

 

4,184,525


   (i)             The open balance of natural gas supply primarily refers to the natural gas supply contracts with Petróleo Brasileiro S.A. (“Petrobras”).

Accounting policy:

The sectoral financial assets and liabilities are intended to neutralize the economic impacts on the distributors' results of the difference between the cost of gas and the tax rates contained in the resolutions issued by the regulatory agencies and those actually included in the tariff at each tariff adjustment/revision.

The regulatory agencies of the indirect subsidiaries:

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

Based on the aforementioned resolutions, the subsidiary Compass concluded that there was no uncertainty as to the recognition of the sector's financial assets and liabilities as amounts effectively receivable or payable.

Accordingly, subsidiaries recognize sectoral financial assets and liabilities in their financial statements, calculated as the difference between the actual cost and the cost considered in the tariff adjustments, generating a right when the realized cost is higher than that considered in the tariff, or an obligation when the costs are lower than those considered in the tariff. The differences are considered in the subsequent tariff adjustment and become part of the tariff adjustment index of the distributors.

For the indirect subsidiary Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”), the recognition of sectoral financial assets and liabilities will only be recorded after the regulation of the respective regulatory agency, the Agência Estadual de Regulação dos Serviços Públicos Delegados do Rio Grande do Sul (“AGERGS”).

 


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

The movement of net sectoral financial assets (liabilities) was as follows:


 

Sectorial assets


Sectorial liabilities (iv)


Total

Balance as of January 1, 2023

342,333


(1,616,616)


(1,274,283)

Cost of gas (i)

27,954



27,954

Tax credits

12,425


(47,144)


(34,719)

Monetary update (ii)

49,098


(146,938)


(97,840)

Deferral of IGP-M (iii)

116,890



116,890

Balance as of December 31, 2023

548,700


(1,810,698)


(1,261,998)

Cost of gas (i)

(12,437)


(2,210)


(14,647)

Tax credits


(65,710)


(65,710)

Monetary update (ii)

71,981


(161,621)


(89,640)

Deferral of IGP-M (iii)

117,418



117,418

Business combination

5,980



5,980

Balance as of December 31, 2024

731,642


(2,040,239)


(1,308,597)

 

 


 


 

Current

221,947


(64,718)


157,229

Non-current

509,695


(1,975,521)


(1,465,826)

Total

731,642


(2,040,239)


(1,308,597)


(i)

Refers to the difference between the cost of gas purchased and that contained in tariffs, which is fully classified as current assets since the regulator's deliberation calls for annual tariff recovery for the residential and commercial segments and quarterly tariff recovery for the other segments.

(ii) Recalculation of the gas current account and extemporaneous credit using the SELIC rate.
(iii) Appropriation of the deferral of the IGP-M for the residential and commercial segments.
(iv)
The ARSESP's conclusion on the refund to consumers of PIS and COFINS credits resulting from the exclusion of ICMS from the calculation base has been extended to May 20, 2025, in accordance with Resolution No. 1573 of September 23, 2024. Until ARSESP defines the next steps and the restitution schedule, the Company is keeping the amounts accrued as non-current sector liabilities.

 

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

Accounting policy:

Fair value is the price that would be obtained for the sale of an asset or paid for the transfer of a liability in an unforced transaction between market participants on the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability will occur:

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

The measurement of the fair value of an asset or liability is based on the assumptions that market participants would use to set the price, assuming that they are acting in their best economic interests.

For non-financial assets, fair value measurement considers the market participant's ability to generate economic benefits by using the asset in its best possible use or by selling it to another participant who would use it for the same purpose.

The best evidence of the fair value of a financial instrument on initial recognition is generally the transaction price, i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and is not evidenced by a quoted price in an active market for an identical asset or liability, nor based on a valuation technique for which any unobservable data is considered insignificant, the financial instrument is initially measured at fair value adjusted to reflect the difference between the initial fair value and the transaction price. Subsequently, this difference is recognized in profit or loss in an appropriate manner over the life of the instrument, or until the valuation is fully supported by observable market data or the transaction is closed, whichever occurs first.

All assets and liabilities measured or disclosed at fair value in the financial statements are classified within the fair value hierarchy, as described below:

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

When measuring the fair value of an asset or liability, the Company uses observable market data as much as possible. The specific valuation techniques used to value financial instruments include:

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

External valuers may be involved in the valuation of significant assets and liabilities, such as investment properties, unlisted financial assets and contingent consideration.

For fair value disclosure purposes, the Company defines classes of assets and liabilities based on their nature, characteristics and risks involved, as well as the level of the fair value hierarchy, as explained above.

All resulting fair value estimates are included in level 2, except for contingent consideration payables for which fair values have been determined using present values and discount rates adjusted for counterparty or own credit risk.

The carrying amounts and fair value of consolidated assets and liabilities are as follows:

 

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)

 

 

 

 

Carrying amount

 

Assets and liabilities measured at fair value

 

 

 

12/31/2024

 

12/31/2023

 

12/31/2024

 

12/31/2023

 

Note

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Level 1

 

Level 2

 

Level 3

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Investment funds

5.2

 

2,122,442

 

3,298,142

 

 

2,122,442

 

 

 

3,298,142

 

  Marketable securities

5.3

 

3,386,301

 

3,503,961

 

 

3,386,301

 

 

 

3,503,961

 

  Other financial assets

 

 

4,495

 

3,113

 

4,495

 

 

 

3,113

 

 

  Investment properties (i)

11.5

 

16,818,919

 

15,976,126

 

 

 

16,818,919

 

 

 

15,976,126

  Derivate financial instruments

5.6

 

3,799,328

 

2,546,799

 

 

3,799,328

 

 

 

2,546,799

 

Total

 

 

26,131,485

 

25,328,141

 

4,495

 

9,308,071

 

16,818,919

 

3,113

 

9,348,902

 

15,976,126

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Loans, financing and debentures(ii)

5.4

 

(66,455,426)

 

(56,904,654)

 

 

(28,294,034)

 

 

 

(22,952,492)

 

  Derivative financial instruments

5.6

 

(3,470,204)

 

(3,415,145)

 

 

(3,470,204)

 

 

 

(3,415,145)

 

Total

 

 

(69,925,630)

 

(60,319,799)

 

 

(31,764,238)

 

 

 

(26,367,637)

 


(i) The fair value of investment properties was determined using the direct comparative method of market data applied to transactions involving similar properties (type, location, and quality of property) and, to a lesser extent, sales quotes for potential transactions involving comparable assets (level 3). The methodology used to determine fair value incorporates direct comparisons of market information, such as market research, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (crop type), and rainfall, among other data, in accordance with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas ("ABNT"). The discount rates used varies between 6.06% p.a. and 10.40% p.a. on December 31, 2024 (11.12% to 11.20% p.a. on December 31, 2023).
(ii) The fair value of the Company’s loans does not differ significantly from their carrying value except for the debts that are designated at fair value through the result.

For debts having a market value quoted on the Luxembourg Stock Exchange the measurement of fair value for disclosure purposes is based on the quoted market price as follows:

Debt

 

Company

 

12/31/2024

 

12/31/2023

Senior Notes 2028

 

Rumo Luxembourg S.à r.l.

 

97.32%

 

96.41%

Senior Notes 2032

 

Rumo Luxembourg S.à r.l.

 

84.30%

 

85.65%

Senior Notes 2027

 

Cosan Luxembourg S.A.

 

99.63%

 

100.92%


Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


This note describes the group's exposure to financial risks and how these risks may affect future financial performance. To provide more context, current year profit or loss information has been included where applicable:

Risk

Exposure arising from

Measurement

Management

Market risk - foreign exchange

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

Foreign currency

Market risk - interest

Cash and cash equivalents, securities, loans, borrowings and debentures, leases and derivative financial instruments.

Sensitivity analysis

Interest rate swap

Market risk – price

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

Credit risk

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

  1. Analysis by maturity
  2. Credit ratings

Availability and lines of credit

Liquidity risk

Loans, borrowings and debentures, accounts payable to suppliers, other financial liabilities, REFIS, leases, derivatives, payables to related parties and dividends.

Cash flow forecasting

Availability and lines of credit


The Company's Management identifies, evaluates, and hedges financial risks in close collaboration with operating units. The Board of Directors provides written principles for managing global risk in addition to policies covering specific areas such as currency risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and excess investment of liquidity.

When all applicable criteria are satisfied, hedge accounting is used to eliminate the accounting mismatch between the hedging instrument and the hedged item. This will result in the effective recognition of interest expense at a fixed interest rate for hedged floating rate loans and inventory at the fixed foreign exchange rate for purchases hedged against foreign exchange risk.

The Company may opt for formal designation of new debt transactions for which it has swap-type derivative hedging instruments for foreign exchange rate variation and interest, as measured at fair value. The Fair Value Option is intended to eliminate inconsistencies caused by disparities between the measurement credits of certain liabilities and their hedging instruments. Consequently, both swaps and respective debts are now valued at fair value. This option is irrevocable and must be exercised upon the operation's initial accounting entry.

The policy of the Company is to maintain a sufficient capital base to foster the confidence of investors, creditors, and the market, and to ensure the business's future growth. Each of its businesses' rate of return on capital is monitored by Management. An analysis of the risk exposure that Management intends to cover determines the use of financial instruments to protect against these areas of volatility.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


a)         Market risk

The objective of market risk management is to manage and control exposures to market risk within acceptable parameters, optimizing returns.

The Company uses derivatives to manage market risks. All these transactions are carried out within the guidelines defined by the Risk Management Committee.

  1. Foreign exchange risk

The Company had the following net exposure to foreign exchange variation on assets and liabilities denominated in US Dollars, Euros, Yen and Pound Sterling:

 

12/31/2024

 

12/31/2023

Cash and cash equivalents

1,861,070

 

284,956

Trade and Other receivables

35,807

 

7,678

Trade payables

(691,312)

 

(441,768)

Loans, borrowings and debentures

(24,263,167)

 

(24,861,084)

Leases

(2,121,304)

 

(1,627,104)

Consideration payable

(246,256)

 

(203,094)

Derivative financial instruments (notional)

22,576,441

 

14,182,102

Foreign exchange exposure, net

(2,848,721)

 

(12,658,314)

The probable scenario considers the estimated foreign exchange rates, carried out by a specialized third party, at the maturity of transactions for companies with real functional currency (positive and negative, before tax effects), as follows:

 

 

 

 

 

 

Scenarios

Instrument

 

Risk factor

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

Cash and cash equivalents

 

Low FX rate

 

698,880

 

1,177,371

 

1,651,797

 

228,521

 

(245,903)

Trade payables

 

High FX rate

 

1,467

 

(16,731)

 

(34,929)

 

19,664

 

37,862

Derivative financial instruments

 

Low FX rate

 

4,243,995

 

5,859,780

 

9,412,121

 

(1,244,902)

 

(4,797,244)

Loans, borrowings and debentures

 

High FX rate

 

(2,397,999)

 

(6,074,195)

 

(9,522,767)

 

827,081

 

4,277,031

Leases

 

High FX rate

 

(1,977,043)

 

(2,496,896)

 

(3,016,748)

 

(1,457,192)

 

(937,340)

Consideration payable

 

High FX rate

 

4,864

 

12,244

 

19,625

 

(2,517)

 

(9,898)

Impacts on profit or loss before tax

 

 

 

574,164

 

(1,538,427)

 

(1,490,901)

 

(1,629,345)

 

(1,675,492)



 

Exchange rate sensitivity analysis

 

 

12/31/2024

 

Scenarios

 

 

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

U.S.$

 

6.1923

 

6.0700

 

7.5875

 

9.1050

 

4.5525

 

3.0350

Euro

 

6.4363

 

6.2521

 

7.8151

 

9.3782

 

4.6891

 

3.1261

GBP

 

7.5268

 

7.7620

 

9.7025

 

11.6430

 

5.8215

 

3.8810

 

As of December 31, 2024, the Company had no net exposure to exchange rate variation on liabilities denominated in yen.

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


ii. Interest rate risk

The Company and its subsidiaries monitor fluctuations in variable interest rates associated with its loans and use derivative instruments to mitigate the risk associated with such fluctuations.

Below is a sensitivity analysis of interest rates on loans and financing and financial assets linked to the CDI rate with 25% and 50% pre-tax increases and decreases:

 

 

 

 

Scenarios

Interest rate exposure

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

Cash and cash equivalents

 

6,883,120

 

7,428,009

 

7,972,899

 

6,338,230

 

5,793,340

Marketable securities

 

1,505,149

 

1,612,733

 

1,720,320

 

1,397,562

 

1,289,977

Restricted cash

 

70,762

 

76,708

 

82,653

 

64,816

 

58,870

Lease and concession in installments

 

(173,652)

 

(214,221)

 

(254,790)

 

(133,084)

 

(92,515)

Leases liabilities

 

(1,030,002)

 

(1,183,797)

 

(1,335,820)

 

(877,983)

 

(724,191)

Derivative financial instruments

 

(1,211,573)

 

(2,519,072)

 

(3,238,465)

 

(742,121)

 

350,501

Loans, borrowings and debentures 

 

(19,620,497)

 

(21,374,512)

 

(22,586,330)

 

(18,950,875)

 

(17,739,057)

Other financial liabilities

 

(736,049)

 

(769,441)

 

(802,834)

 

(702,657)

 

(669,264)

Impacts on the income (loss) before taxes

 

(14,312,742)

 

(16,943,593)

 

(18,442,367)

 

(13,606,112)

 

(11,732,339)

Part of the amount shown under derivative financial instruments corresponds to the TRS:

 

 

 

 

Scenarios

Interest rate exposure

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

Derivative financial instruments

 

(153)

 

(192)

 

(230)

 

(115)

 

(77)

The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil (Banco Central do Brasil or “BACEN”) as follows:

 

 

 

 

Scenarios

 

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

SELIC

 

14.40%

 

17.99%

 

21.59%

 

10.80%

 

7.20%

CDI

 

14.30%

 

17.87%

 

21.44%

 

10.72%

 

7.15%

TJLP462 (TJLP + 1% p.a.)

 

9.20%

 

11.25%

 

13.30%

 

7.15%

 

5.10%

TJLP

 

8.20%

 

10.25%

 

12.30%

 

6.15%

 

4.10%

IPCA

 

4.74%

 

5.93%

 

7.11%

 

3.56%

 

2.37%

IGPM

 

4.11%

 

5.14%

 

6.16%

 

3.08%

 

2.05%

Fed Funds

 

4.00%

 

5.00%

 

6.00%

 

3.00%

 

2.00%

SOFR

 

3.94%

 

4.92%

 

5.91%

 

2.95%

 

1.97%

Notes to the consolidated financial statement

(In thousands of Reais, except when otherwise indicated)


iii. Price risk
  • Options

We use derivative financial instruments called options to limit our exposure to changes in the value of Vale shares. The widely accepted methodology used to calculate the fair value of options is based on the Black & Scholes pricing model. The values calculated in the sensitivity analysis of the framework mentioned reflect the impacts of the intrinsic values of the options as the shares appreciate or depreciate.

 

 

 

 

Scenarios

Instrument

 

Interest

 

Probable

 

25%

 

50%

 

(25%)

 

(50%)

VALE3 (Call Spread)

 

1.34%

 

77,341

 

260,420

 

470,001

 

27,308

 

811

    • Call Option (“Call”)

    The Company has a call option which gives it the right to repurchase all the preferred shares of Cosan Nove and Cosan Dez, which may be exercised as of the third year after the execution of the respective agreements in December 2022.

    As of December 31, 2024, the Company measured the fair value of the call option and concluded that it is out of price.

    • Contingent put option

    In the shareholders' agreements entered into between the Company and the banks Itaú and Bradesco regarding the issuance of preferred shares, it was defined that both financial institutions have a contingent put option only when the specific adverse material effects provided for in the contract occur, which are under the Company's control and, therefore, do not constitute a financial obligation.

    The prices for the exercise of the options are calculated based on the initial amounts of R$4,115,000 and R$4,000,000 adjusted by a weighted average rate of CDI + 1.25% minus the dividends received by non-controlling shareholders in this period, which, on December 31, 2024, is represented by the amounts of R$4,596,631 and R$3,943,883, respectively.

    • Total Return Swap (TRS)

    We are exposed to risks linked to CSAN3 share prices. To mitigate such exposures, total return swap derivatives of 110,995,312 shares of CSAN3 were contracted in which the Company receives the variation of the share price and proceeds on the active side and pays CDI + 1.31% on the passive side.

    The sensitivity analysis considers the closing share price as shown below:

     

     

     

     

    Scenarios

     

    Instrument

     

    Probable

     

    25%

     

    50%

     

    (25%)

     

    (50%)

     

    Net exposure options

     

    (1,166)

     

    226

     

    453

     

    (226)

     

    (453)

     

    Value of the share (CSAN3)

     

    8.16

     

    10.20

     

    12.24

     

    6.12

     

    4.08

     

     

    Notes to the consolidated financial statement

    (In thousands of Reais, except when otherwise indicated)

    b)        Credit risk

    The Company's regular operations expose it to the risk of default when customers, suppliers, and counterparties are unable to fulfill their financial commitments or other obligations. The Company seeks to mitigate this risk by conducting transactions with a diverse group of counterparties. However, the Company's operations remain susceptible to the unanticipated financial failures of third parties. The credit risk exposure was as follows:

     

    12/31/2024

     

    12/31/2023

    Cash and cash equivalents

    16,903,542

     

    14,658,481

    Trade receivables

    3,995,734

     

    3,444,636

    Marketable securities

    3,386,301

     

    3,503,961

    Restricted cash

    174,303

     

    203,252

    Derivative financial instruments

    3,799,328

     

    2,546,799

    Receivables from related parties

    399,889

     

    340,091

    Receivable dividends and interest on equity

    153,548

     

    255,777

    Other financial assets

    4,495

     

    3,113

     

    28,817,140

     

    24,956,110

    The Company is exposed to risks related to its cash management activities and temporary investments.

    The majority of liquid assets are invested in government bonds and other bank investments. The treasury department manages the credit risk of bank and financial institution balances in accordance with the Company's policy.

    The credit risk associated with lease receivables is divided into two customer categories: (i) Level 1 and (ii) Level 2. The majority of subsidiary investment properties are leased to customers classified as Level 1, with no history of late payments or default and a solid financial standing. To mitigate the credit risk associated with lease receivables, the Company's policy restricts its exposure to Level 2 customers.

    The risk associated with accounts receivable related to the sale of investment properties is mitigated by granting land ownership to the customer only after receiving a down payment for the transaction. In addition, the transfer of ownership is contingent upon receipt of all outstanding payments.

    Only approved counterparties and within the credit limits assigned to each counterparty may invest surplus funds. Credit limits for counterparties are reviewed annually and may be modified throughout the period. The limits are established to minimize the concentration of risks and, consequently, to mitigate financial loss caused by potential counterparty default. The credit risk of cash and cash equivalents, marketable securities, restricted cash, and derivative financial instruments is determined by widely accepted market rating instruments and is structured as follows:

     

    12/31/2024

     

    12/31/2023

    AAA

    22,706,407

     

    20,475,536

    AA

    803,935

     

    172,871

    A

    571,942

     

    124,932

    Not rated

    181,190

     

    139,154

     

    24,263,474

     

    20,912,493


    78

    Notes to the consolidated financial statement

    (In thousands of Reais, except when otherwise indicated)

    c)         Liquidity risk

    The Company's strategy for managing liquidity is to ensure, whenever possible, that it has sufficient liquidity to meet its liabilities when they are due, under normal and stressed conditions, without incurring unacceptable losses or risking reputational harm.

    The Company's financial liabilities (based on contracted undiscounted cash flows) are categorized by maturity dates as follows: 

     

    12/31/2024

     

    12/31/2023

     

    Up to 1 year

     

    From 1 to 2 years

     

    From 3 to 5 years

     

    Over 5 years

     

    Total

     

    Total

    Loans, borrowings and debentures

    (2,040,150)

     

    (2,788,533)

     

    (23,755,704)

     

    (35,985,958)

     

    (64,570,345)

     

    (67,935,471)

    Trade payables

    (5,168,593)

     

    (5,502,220)

     

     

     

    (10,670,813)

     

    (4,184,525)

    Other financial liabilities

    (770,103)

     

     

     

     

    (770,103)

     

    (476,895)

    Installment of tax debts

    (238,151)

     

    (531)

     

     

    (216,203)

     

    (454,885)

     

    (217,267)

    Leases

    (774,671)

     

    (861,654)

     

    (1,391,789)

     

    (17,920,222)

     

    (20,948,336)

     

    (20,874,841)

    Lease and concession in installments

    (274,703)

     

    (271,839)

     

    (533,640)

     

    (200,926)

     

    (1,281,108)

     

    (1,137,295)

    Payables to related parties

    (416,410)

     

     

     

     

    (416,410)

     

    (322,160)

    Dividends payable

    (96,722)

     

     

     

     

    (96,722)

     

    (549,054)

    Consideration payable

    (10,837)

     

    (10,837)

     

    (21,673)

     

    (142,275)

     

    (185,622)

     

    (153,595)

    Derivative financial instruments

    (2,548,753)

     

    (2,377,825)

     

    3,533,512

     

    7,921,505

     

    6,528,439

     

    (4,917,895)

     

    (12,339,093)

     

    (11,813,439)

     

    (22,169,294)

     

    (46,544,079)

     

    (92,865,905)

     

    (100,768,998)

     

    d)        Capital management risk

    The group manages the capital structure and adjusts it considering changes in economic conditions and requirements of financial covenants. To maintain or adjust the capital structure, the Group may adjust the payment of dividends to shareholders, return capital to them or issue new shares. The Company monitors capital mainly through the leverage index, calculated as net debt on EBITDA.

    The Company's policy is to maintain a solid capital base to foster the confidence of its parent companies, creditors, and the market, and to ensure the business's future growth.

    To achieve this general objective, the Group’s capital management, among other things, aims to ensure compliance with the financial commitments associated with loans and financing that define capital structure requirements.

    Notes to the interim Financial Statements

    (In thousands of Reais, except when otherwise indicated)

    Accounting Policy:

    Tax assets are measured at cost and primarily consist of (i) tax effects that are recognized when the asset is sold to a third party or recovered through amortization over the remaining economic life of the asset; and (ii) tax receivables that are expected to be recovered as refunds from tax authorities or as a reduction for future tax liabilities.


     

    Parent Company

     

    Consolidated

     

    12/31/2024

     

    12/31/2023

     

    12/31/2024

     

    12/31/2023

    COFINS

    3,699

     

    3,699

     

    551,156

     

    487,160

    PIS

    1

     

     

    114,956

     

    110,904

    Tax credits

    35,177

     

    33,639

     

    35,177

     

    33,639

    ICMS

     

     

    1,105,839

     

    924,180

    ICMS CIAP

     

     

    289,615

     

    189,813

    Other

    1,664

     

    4,647

     

    123,946

     

    132,863

     

    40,541

     

    41,985

     

    2,220,689

     

    1,878,559

     

     

     

     

     

     

     

     

    Current

    5,364

     

    8,346

     

    886,136

     

    745,856

    Non-current

    35,177

     

    33,639

     

    1,334,553

     

    1,132,703

    Total

    40,541

     

    41,985

     

    2,220,689

     

    1,878,559

    Accounting policy:

    Inventories are stated at the lower of cost and net realizable value (it is the estimated selling price in the normal course of business, minus the estimated completion costs and estimated costs necessary to make the sale). The cost of finished and work-in-progress goods comprises direct materials, direct labor and an appropriate proportion of variable and fixed overheads, the latter of which are allocated based on normal operating capacity. Costs are assigned to individual inventory items based on weighted average costs.

    The provision for obsolete inventories is made for risks associated with the realization and sale of obsolete inventories, and is measured at net realizable value or cost, whichever is lower.


     

     

    Consolidated

     

     

    12/31/2024

     

    12/31/2023

    Finished products

     

    1,664,235

     

    1,254,818

    Parts and accessories

     

    207,794

     

    178,260

    Construction Materials

     

    193,450

     

    316,370

    Warehouse and other

     

    7,426

     

    43,266

     

     

    2,072,905

     

    1,792,714

    The balances are presented net of a provision of R$38,449 for obsolete inventories on December 31, 2024 (R$78,709 on December 31, 2023).

    Notes to the consolidated financial statement

    (In thousands of Reais, except when otherwise indicated)

    Accounting policy:

    The Company classifies non-current assets (mainly agricultural investment properties, from the Cosan Investimentos segment) and disposal groups as held for sale if their carrying values ​​are recovered mainly through a sale transaction and not through continuous use. Non-current assets and disposal groups classified as held for sale (except investment properties measured at fair value) are measured at the lower of carrying value and fair value less costs to sell. Selling costs are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance expenses and income tax expenses.

    The criteria for classifying held for sale are considered met only when the sale is highly probable and the asset or group for disposal is available for immediate sale in its current condition. The actions required to complete the sale must indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the asset sale plan and the sale is expected to be completed within one year of the classification date.

    Assets and liabilities classified as held for sale are presented separately in the financial position.

    a)                Breakdown and Changes of assets held for sale:

    • Changes in assets held for sale

     

    Parent Company

     

    Receivables from related parties

     

    Investments in subsidiaries and associates

     

    Total

    Balance as of January 1, 2023

     

     

    Additions

    2,998

     

     

    2,998

    Balance as of December 31, 2023

    2,998

     

     

    2,998

    Additions

    3,138

     

     

    3,138

    Write-offs

    (5,172)

     

     

    (5,172)

    Transfers (i)

     

    795,247

     

    795,247

    Balance as of December 31, 2024

    964

     

    795,247

     

    796,211


     

    Consolidated

     

    Properties

    held for sale

     

    Other assets held for sale

     

    Total

    Balance as of January 1, 2023

    40,383

     

     

    40,383

    Additions

     

    1,795,773

     

    1,795,773

    Transfers

    444,782

     

     

    444,782

    Sale of agricultural properties held for sale

    (142,773)

     

     

    (142,773)

    Balance as of December 31, 2023

    342,392

     

    1,795,773

     

    2,138,165

    Additions (ii)

    280

     

    60,792

     

    61,072

    Transfers (iii)

    437,080

     

    745

     

    437,825

    Sale of agricultural properties held for sale

    (746,774)

     

     

    (746,774)

    Sale of investment (iv)

     

    (911,500)

     

    (911,500)

    Balance as of December 31, 2024

    32,978

     

    945,810

     

    978,788


    Notes to the consolidated financial statement

    (In thousands of Reais, except when otherwise indicated)


    (i)  On September 26, 2024, the Company approved and concluded the dissolution of the subsidiary Atlântico Participações. All the assets, rights and obligations of this subsidiary were succeeded by the Company, as per note 9.1.
    (ii) As mentioned in note 2.1, the balance of R$60,792 corresponding to the investment in the associate Terminal XXXIX de Santos S.A. was added to the group of assets held for sale.
    (iii)

    Transfers in the amount of R$437,080 from the investment properties group, as per note 11.5.

    (iv) Full sale of the 51% stake in Norgás S.A., in the subsidiary Compass, as per note 2.1.
    • Breakdown of assets held for sale

     

    Consolidated

     

    TUP Porto São Luis S.A

     

    Radar

     

    Rumo

     

    Total

    Cash and cash equivalents

    48,231

     

     

     

    48,231

    Other current tax receivable

    3,030

     

     

     

    3,030

    Investments in associates

     

     

    60,792

     

    60,792

    Property, plant and equipment

    395,757

     

     

     

    395,757

    Intangible assets and goodwill

    437,965

     

     

     

    437,965

    Other assets

    35

     

     

     

    35

    Properties held for sale

     

    32,978

     

     

    32,978

    Total

    885,018

     

    32,978

     

    60,792

     

    978,788

    b)                 Breakdown of Liabilities held for sale:

     

     

    Consolidated

     

    TUP Porto São Luis S.A.

    Trade payables

    17,248

    Employee benefits payables

    1,828

    Other liabilities

    456

    Deferred tax liabilities

    66,606

    Total

    86,138


    c)                 Discontinued operation result:

     

     

    Parent company

     

    Consolidated

     

    12/31/2024

     

    12/31/2023

     

    12/31/2024

     

    12/31/2023

    Equity income

    185,087

     

    15,654

     

    273,875

     

    45,419

    Controlling shareholders

    185,087

     

    15,654

     

    185,087

     

    15,654

    Non-controlling shareholders

     

     

    88,788

     

    29,765

    The consolidated discontinued operation result on December 31, 2024 is composed of dividends received from the associate Norgás in the amount of R$31,925 and the gain on disposal in the amount of R$241,940 corresponding to the difference between the sale value of R$629,155 and its cost value of R$387,215.

    Notes to the interim Financial Statements

    (In thousands of Reais, except when otherwise indicated)


    Accounting policy:

    The Company controls an entity when it is exposed to, or has a right over, variable returns arising from its involvement with the entity and has the ability to affect those returns through the exercise of its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the Company obtains control until the date on which control is discontinued.

    The Company assesses whether it retains control over an investee if facts and circumstances indicate that there have been changes in one or more of the three elements of control mentioned above.

    When the Company does not hold a majority of the voting rights in an investee, it retains control over the investee when the voting rights are sufficient to enable it, in practice, to unilaterally direct the relevant activities of the investee. In assessing whether the Company's voting rights in an investee are sufficient to give it control, the Company considers all relevant facts and circumstances, including:

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

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

    All intra-group transactions, balances, income, expenses and cash flows are eliminated in the consolidated financial statements.

    Changes in holdings in subsidiaries that do not result in loss of control are accounted for as equity transactions. The book value of the Company's and non-controlling interests is adjusted to reflect changes in their respective interests in subsidiaries. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the Company's owners.

    When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between: (i) the sum of the fair value of the consideration received and the fair value of any interest retained in the former subsidiary and (ii) the previous book value of the assets (including goodwill) and liabilities of the subsidiary and the non-controlling interest. Any amounts previously recognized in “Other comprehensive income” related to the subsidiary are treated as if the Company had directly disposed of the related assets and liabilities of the subsidiary (i.e. they are reclassified to profit or loss or transferred to another equity account). The fair value of any investment held in the former subsidiary on the date control is lost is considered as the fair value on initial recognition for subsequent accounting purposes, when applicable, or as the cost on initial recognition of an investment in an associate or joint venture.

    In the Parent Company's individual financial statements, the financial information of subsidiaries is accounted for using the equity method.


    Notes to the interim Financial Statements

    (In thousands of Reais, except when otherwise indicated)

    The Company's subsidiaries are listed below:

     

    12/31/2024

     

    12/31/2023

    Directly owned subsidiaries excluding treasury shares

     

     

     

    Cosan Corporate

     

     

     

    Cosan Corretora de Seguros Ltda

    100.00%

     

    100.00%

    Cosan Nove Participações S.A.

    73.09%

     

    73.09%

    Cosan Luxembourg S.A. (i)

    100.00%

     

    100.00%

    Cosan Overseas Limited

    100.00%

     

    100.00%

    Pasadena Empreendimentos e Participações S.A.

    100.00%

     

    100.00%

    Cosan Limited Partners Brasil Consultoria Ltda.

    98.13%

     

    97.50%

    Barrapar Participaçoes Ltda.

    100.00%

     

    100.00%

    Aldwych Temple

    100.00%

     

    100.00%

    Cosan Oito S.A.

    100.00%

     

    100.00%

    Cosan Global Limited

    100.00%

     

    100.00%

    Cosan Dez Participações S.A.

    76.80%

     

    76.80%

    Radar

     

     

     

    Radar Propriedades Agrícolas S.A. (ii)

    50.00%

     

    50.00%

    Radar II Propriedades Agrícolas S.A. (ii)

    50.00%

     

    50.00%

    Nova Agrícola Ponte Alta S.A. (ii)

    50.00%

     

    50.00%

    Nova Amaralina S.A. Propriedades Agrícolas (ii)

    50.00%

     

    50.00%

    Nova Santa Bárbara Agrícola S.A. (ii)

    50.00%

     

    50.00%

    Terras da Ponta Alta S.A. (ii)

    50.00%

     

    50.00%

    Castanheira Propriedades Agrícolas S.A. (ii)

    50.00%

     

    50.00%

    Manacá Propriedades Agrícolas S.A. (ii)

    50.00%

     

    50.00%

    Paineira Propriedades Agrícolas S.A. (ii)

    50.00%

     

    50.00%

    Tellus Brasil Participações S.A. (iii)

    20.00%

     

    20.00%

    Janus Brasil Participações S.A. (iii)

    20.00%

     

    20.00%

    Duguetiapar Empreendimentos e Participações S.A. (iii)

    20.00%

     

    20.00%

    Gamiovapar Empreendimentos e Participações S.A. (iii)

    20.00%

     

    20.00%

    Moove

     

     

     

    Moove Lubricants Holdings

    70.00%

     

    70.00%

    Rumo

     

     

     

    Rumo S.A. (iv)

    30.40%

     

    30.42%



    (i) Despite presenting an unsecured liability amount of R$39,310 on December 31, 2024, as shown below, no other events or conditions were identified that, individually or collectively, may raise relevant doubts as to the ability to maintain its operational continuity. Subsidiaries have financial support from the Company.

    (ii) The Company is the majority shareholder, holding 50% of the capital stock plus one share.

    (iii) The Company holds more than 60% of the voting shares of each entity, has decision-making power over the relevant activities of each entity and has the right to appoint a majority of the members of the board of directors of each entity pursuant to a shareholders' agreement entered with certain other shareholders of these entities.

    (iv) The Company is the largest shareholder. In addition, the Company has decision-making power over the relevant activities of this entity and has the right to appoint a majority of the members of the board of directors in accordance with the shareholders' agreement entered with certain other shareholders of the entity.

    Notes to the interim Financial Statements

    (In thousands of Reais, except when otherwise indicated)

    The following are investments in subsidiaries and related companies as of December 31, 2024, which are relevant to the Company:

    a)             Parent company     

     

    Shares issued by the subsidiary

     

    Shares held by Cosan

     

    Cosan ownership interest

     

    Economic benefit (%)

    Cosan Corporate

     

     

     

     

     

     

     

       Cosan Corretora de Seguros Ltda

    5,000

     

    4,999

     

    100.00%

     

    100.00%

       Cosan Nove Participações S.A. (i)

    7,663,761,736

     

    5,601,178,096

     

    73.09%

     

    66.16%

       Cosan Luxembourg S.A.

    500,010

     

    500,010

     

    100.00%

     

    100.00%

       Cosan Overseas Limited

    4,850,000

     

    4,850,000

     

    100.00%

     

    100.00%

       Pasadena Empreendimentos e Participações S.A.

    41,481,296

     

    41,481,046

     

    100.00%

     

    100.00%

       Cosan Limited Partners Brasil Consultoria Ltda

    160,000

     

    157,000

     

    98.13%

     

    98.13%

       Cosan Oito S.A.

    14,646,505,000

     

    14,646,504,999

     

    100.00%

     

    100.00%

       Cosan Global Limited

    300

     

    300

     

    100.00%

     

    100.00%

       Cosan Dez Participações S.A. (i)

    3,473,458,688

     

    2,667,494,859

     

    76.80%

     

    72.00%

    Radar

     

     

     

     

     

     

     

       Radar Propriedades Agrícolas S.A.

    737,500

     

    305,694

     

    41.45%

     

    41.45%

       Radar II Propriedades Agrícolas S.A.

    81,440,221

     

    40,720,111

     

    50.00%

     

    50.00%

       Nova Agrícola Ponte Alta S.A.

    160,693,378

     

    66,607,405

     

    41.45%

     

    41.45%

       Nova Amaralina S.A. Propriedades Agrícolas

    30,603,159

     

    12,685,010

     

    41.45%

     

    41.45%

       Nova Santa Bárbara Agrícola S.A.

    32,336,994

     

    13,403,684

     

    41.45%

     

    41.45%

       Terras da Ponte Alta S.A.

    16,066,329

     

    6,659,494

     

    41.45%

     

    41.45%

       Castanheira Propriedades Agrícolas S.A.

    83,850,938

     

    34,756,214

     

    41.45%

     

    41.45%

       Manacá Propriedades Agrícolas S.A.

    128,977,921

     

    53,461,349

     

    41.45%

     

    41.45%

       Paineira Propriedade Agrícolas S.A.

    132,667,061

     

    54,990,497

     

    41.45%

     

    41.45%

       Tellus Brasil Participações S.A.

    119,063,044

     

    71,609,945

     

    61.14%

     

    19.57%

       Janus Brasil Participações S.A.

    286,370,051

     

    173,464,883

     

    60.57%

     

    19.57%

       Duguetiapar Empreendimentos e Participações S.A.

    3,573,842

     

    2,163,979

     

    60.55%

     

    19.57%

       Gamiovapar Empreendimentos e Participações S.A.

    12,912,970

     

    7,819,194

     

    60.55%

     

    19.57%

    Moove

     

     

     

     

     

     

     

       Moove Lubricants Holdings

    34,963,764

     

    24,474,635

     

    70.00%

     

    70.00%

    Rumo

     

     

     

     

     

     

     

       Rumo S.A.

    1,854,868,949

     

    562,529,490

     

    30.40%

     

    30.40%


    (i) The interest related to economic benefit differs from the ownership interest exclusively on account of dividend distribution.


    Notes to the interim Financial Statements

    (In thousands of Reais, except when otherwise indicated)

     

    Balance as of January 1, 2024

     

    Profit attributable to non-controlling interests

     

    Discontinued operation

     

    Change of equity interest in subsidiary

     

    Other comprehensive income

     

    Dividends

     

    Capital increase (reduction)


    Gain (loss) on capital increase in subsidiary

     

    Other

     

    Balance as of December 31, 2024

     

    Dividend receivable (i)

    Rumo

     

     

     

     

     

     

     

     

     

     

     

     

     


     

     

     

     

     

     

     

    Rumo S.A.

    4,766,466

     

    (291,668)

     

     

    (3,482)

     

    1,096

     

     


     

    5,232

     

    4,477,644

     

    Cosan Corporate

     

     

     

     

     

     

     

     

     

     

     

     

     


     

     

     

     

     

     

     

    Cosan Corretora de Seguros Ltda

    1,257

     

    2,076

     

     

     

     

     


     

     

    3,333

     

    Cosan Nove Participações S.A.

    7,810,778

     

    (713,895)

     

     

     

    70,053

     

    (127,080)

     

    92,879


     

    20,574

     

    7,153,309

     

    Cosan Dez Participações S.A.

    5,179,164

     

    1,094,942

     

    185,087

     

     

    (113,713)

     

    (1,667,187)

     

    (1,397,714)


    85,669

     

     

    3,366,248

     

    11,717

    Pasadena Empreendimentos e Participações S.A.

    1,452

     

    (1,703)

     

     

     

     

     


     

     

    (251)

     

    Cosan Limited Partners Brasil Consultoria Ltda

    278

     

    (60)

     

     

     

     

     


     

     

    218

     

    Cosan Oito S.A.

    10,376,283

     

    (3,630,024)

     

     

     

    128,299

     

    (546,000)

     

    3,340,000


     

    (67,299)

     

    9,601,259