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Equibles

6-K

Sendas Distributor S.A. (ASAIY)

6-K 2024-11-07 For: 2024-09-30
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

For the month of November 2024

Commission File Number: 001-39928

_____________________

Sendas Distribuidora S.A.

(Exact Name as Specified in its Charter)

Sendas Distributor S.A.

(Translation of registrant’s name into English)

Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,Anexo A

Jacarepaguá

22775-005 Rio de Janeiro, RJ, Brazil

(Address of principal executive offices)

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

Form 20-F:   ý   Form 40-F:   o

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – September 30,2024 – SENDAS DISTRIBUIDORA S.A.
Contents
Corporate Information / Capital Composition
Interim financial information 2
Individual Statements
Balance Sheet - Assets 3
Balance Sheet - Liabilities 4
Statements of Operations 5
Statements of Comprehensive Income 6
Statements of Cash Flows 7
Statements of Changes in Shareholders’ Equity 8
Notes to the Interim Financial Information 9
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
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ITR – Interim Financial Information – September 30,2024 – SENDAS DISTRIBUIDORA S.A.
Corporate information / Capital composition
Number of Shares Current quarter
(Thousands) 9/30/2024
Share Capital
Common 1,352,090
Preferred -
Total 1,352,090
Treasury Shares
Common -
Preferred -
Total -
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
--- --- ---
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Balance Sheet - Assets
R (in thousands)
Current Quarter Prior year
Account code 9/30/2024 12/31/2023
1 43,918,000 43,177,000
1.01 15,387,000 14,616,000
1.01.01 4,032,000 5,459,000
1.01.03 2,068,000 1,199,000
1.01.03.01 2,068,000 1,199,000
1.01.04 7,794,000 6,664,000
1.01.06 1,249,000 1,100,000
1.01.08 244,000 194,000
1.01.08.03 244,000 194,000
1.01.08.03.01 53,000 48,000
1.01.08.03.03 45,000 73,000
1.01.08.03.04 146,000 73,000
1.02 28,531,000 28,561,000
1.02.01 1,128,000 1,155,000
1.02.01.07 202,000 171,000
1.02.01.09 21,000 23,000
1.02.01.09.04 21,000 23,000
1.02.01.10 905,000 961,000
1.02.01.10.04 528,000 573,000
1.02.01.10.05 32,000 44,000
1.02.01.10.06 217,000 226,000
1.02.01.10.07 119,000 109,000
1.02.01.10.08 9,000 9,000
1.02.02 789,000 864,000
1.02.02.01 789,000 864,000
1.02.02.01.03 789,000 864,000
1.02.03 21,438,000 21,370,000
1.02.03.01 13,271,000 13,148,000
1.02.03.02 8,167,000 8,222,000
1.02.04 5,176,000 5,172,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Balance Sheet - Liabilities
R (in thousands)
Current Quarter Prior year
Account code 9/30/2024 12/31/2023
2 43,918,000 43,177,000
2.01 17,838,000 16,425,000
2.01.01 760,000 624,000
2.01.01.01 84,000 84,000
2.01.01.02 676,000 540,000
2.01.02 10,968,000 12,110,000
2.01.02.01 10,968,000 12,110,000
2.01.02.01.01 10,036,000 9,759,000
2.01.02.01.02 932,000 1,459,000
2.01.02.01.03 - 892,000
2.01.03 370,000 298,000
2.01.04 4,841,000 2,115,000
2.01.04.01 966,000 36,000
2.01.04.02 3,875,000 2,079,000
2.01.05 899,000 1,278,000
2.01.05.02 899,000 1,278,000
2.01.05.02.09 154,000 418,000
2.01.05.02.17 393,000 532,000
2.01.05.02.19 352,000 328,000
2.02 21,085,000 22,122,000
2.02.01 11,777,000 13,069,000
2.02.01.01 1,626,000 1,947,000
2.02.01.02 10,151,000 11,122,000
2.02.02 9,028,000 8,753,000
2.02.02.02 9,028,000 8,753,000
2.02.02.02.05 18,000 38,000
2.02.02.02.09 8,949,000 8,652,000
2.02.02.02.11 61,000 63,000
2.02.04 251,000 263,000
2.02.06 29,000 37,000
2.02.06.02 29,000 37,000
2.03 4,995,000 4,630,000
2.03.01 1,272,000 1,272,000
2.03.02 85,000 56,000
2.03.04 3,648,000 3,309,000
2.03.08 (10,000) (7,000)

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Statements of Operations
R (in thousands)
Current quarter Year to date current year Same quarter of previous year Year to date prior year
Account code 7/1/2024 to 9/30/2024 1/1/2024 to 9/30/2024 7/1/2023 to 9/30/2023 1/1/2023 to 9/30/2023
3.01 18,563,000 53,656,000 17,002,000 48,082,000
3.02 (15,510,000) (44,853,000) (14,245,000) (40,333,000)
3.03 3,053,000 8,803,000 2,757,000 7,749,000
3.04 (2,097,000) (6,156,000) (1,870,000) (5,506,000)
3.04.01 (1,476,000) (4,396,000) (1,368,000) (3,977,000)
3.04.02 (253,000) (652,000) (209,000) (592,000)
3.04.05 (385,000) (1,157,000) (305,000) (973,000)
3.04.05.01 (391,000) (1,155,000) (370,000) (1,024,000)
3.04.05.03 6,000 (2,000) 65,000 51,000
3.04.06 17,000 49,000 12,000 36,000
3.05 956,000 2,647,000 887,000 2,243,000
3.06 (761,000) (2,240,000) (737,000) (1,995,000)
3.06.01 76,000 173,000 83,000 212,000
3.06.02 (837,000) (2,413,000) (820,000) (2,207,000)
3.07 195,000 407,000 150,000 248,000
3.08 (39,000) (68,000) 35,000 165,000
3.08.01 (24,000) (106,000) (8,000) (6,000)
3.08.02 (15,000) 38,000 43,000 171,000
3.09 156,000 339,000 185,000 413,000
3.11 156,000 339,000 185,000 413,000
3.99
3.99.01
3.99.01.01 0.11592 0.25098 0.13750 0.30619
3.99.02
3.99.02.01 0.11541 0.25023 0.13682 0.30506

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Statements of Comprehensive Income
R (in thousands)
Current quarter Year to date current year Same quarter of previous year Year to date prior year
Account code 7/1/2024 to 9/30/2024 1/1/2024 to 9/30/2024 7/1/2023 to 9/30/2023 1/1/2023 to 9/30/2023
4.01 156,000 339,000 185,000 413,000
4.02 (1,000) (3,000) 1,000 (3,000)
4.02.04 (1,000) (4,000) 2,000 (4,000)
4.02.06 - 1,000 (1,000) 1,000
4.03 155,000 336,000 186,000 410,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Statements of Cash Flows - Indirect method
R (in thousands)
Year to date current year Year to date prior year
Account code 1/1/2024 to 9/30/2024 1/1/2023 to 9/30/2023
6.01 1,819,000 3,396,000
6.01.01 4,371,000 3,922,000
6.01.01.01 339,000 413,000
6.01.01.02 (29,000) (171,000)
6.01.01.03 7,000 (56,000)
6.01.01.04 1,217,000 1,084,000
6.01.01.05 2,347,000 2,170,000
6.01.01.07 (49,000) (36,000)
6.01.01.08 73,000 125,000
6.01.01.10 29,000 13,000
6.01.01.11 (7,000) 2,000
6.01.01.13 444,000 378,000
6.01.02 (2,552,000) (526,000)
6.01.02.01 (866,000) (274,000)
6.01.02.02 (1,574,000) (511,000)
6.01.02.03 (20,000) 220,000
6.01.02.04 (71,000) (68,000)
6.01.02.05 2,000 (1,000)
6.01.02.06 13,000 11,000
6.01.02.07 62,000 365,000
6.01.02.08 136,000 99,000
6.01.02.09 (12,000) 5,000
6.01.02.10 (95,000) (54,000)
6.01.02.11 (272,000) (186,000)
6.01.02.12 21,000 (152,000)
6.01.02.15 124,000 20,000
6.02 (1,209,000) (2,426,000)
6.02.02 (1,201,000) (2,462,000)
6.02.03 (28,000) (36,000)
6.02.04 4,000 17,000
6.02.09 16,000 55,000
6.03 (2,037,000) (2,395,000)
6.03.01 - 6,000
6.03.02 3,000,000 1,572,000
6.03.03 (1,663,000) (658,000)
6.03.04 (1,462,000) (733,000)
6.03.05 - (118,000)
6.03.09 (204,000) (217,000)
6.03.10 (791,000) (722,000)
6.03.11 (14,000) (129,000)
6.03.12 (903,000) (1,396,000)
6.05 (1,427,000) (1,425,000)
6.05.01 5,459,000 5,842,000
6.05.02 4,032,000 4,417,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 9/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2024 to 9/30/2024 R (in thousands)
Account code Capital stock Capital reserves, granted options and treasury shares Profit reserves Retained earnings<br><br>/Accumulated losses Other comprehensive income Shareholders' equity
5.01 1,272,000 56,000 3,309,000 - (7,000) 4,630,000
5.03 1,272,000 56,000 3,309,000 - (7,000) 4,630,000
5.04 - 29,000 - - - 29,000
5.04.03 - 29,000 - - - 29,000
5.05 - - - 339,000 (3,000) 336,000
5.05.01 - - - 339,000 - 339,000
5.05.02 - - - - (3,000) (3,000)
5.05.02.07 - - - - (4,000) (4,000)
5.05.02.09 - - - - 1,000 1,000
5.06 - - 229,000 (229,000) - -
5.06.05 - - 229,000 (229,000) - -
5.07 1,272,000 85,000 3,538,000 110,000 (10,000) 4,995,000
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2023 to 9/30/2023 R (in thousands)
Account code Capital stock Capital reserves, granted options and treasury shares Profit reserves Retained earnings<br><br>/Accumulated losses Other comprehensive income Shareholders' equity
5.01 1,263,000 36,000 2,599,000 - (2,000) 3,896,000
5.03 1,263,000 36,000 2,599,000 - (2,000) 3,896,000
5.04 6,000 13,000 - - - 19,000
5.04.01 6,000 - - - - 6,000
5.04.03 - 13,000 - - - 13,000
5.05 - - - 413,000 (3,000) 410,000
5.05.01 - - - 413,000 - 413,000
5.05.02 - - - - (3,000) (3,000)
5.05.02.07 - - - - (4,000) (4,000)
5.05.02.09 - - - - 1,000 1,000
5.06 - - 413,000 (413,000) - -
5.06.05 - - 413,000 (413,000) - -
5.07 1,269,000 49,000 3,012,000 - (5,000) 4,325,000

All values are in US Dollars.

1 CORPORATE INFORMATION
Sendas Distribuidora S.A. (“Company”<br> or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão<br> (B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The<br> Company is primarily engaged in the retail and wholesale of food products, bazaar items and other products through its chain of stores,<br> operated under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at<br> Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the State of Rio de Janeiro. As of September 30, 2024, the<br> Company operated 297 stores (288 stores as of December 31, 2023) and 12 distribution centers (11 distribution centers as of December<br> 31, 2023) in the five regions of the country, with operations in 24 states and in the Federal District.
1.1 New matters
The new matters for the nine-month period<br> ended September 30, 2024, were:
2 BASIS OF PREPARATION AND<br> DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION
The interim financial<br> information has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International Accounting<br> Standards Board (“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed aligned with<br> the standards approved by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of<br> the Interim Financial Information.
The interim financial<br> information has been prepared based on the historical cost basis, except for: (i) certain financial instruments; and (ii) assets<br> and liabilities arising from business combinations measured at their fair values, when applicable. In accordance with OCPC 07 (R1)<br> - Presentation and Disclosures in General Purpose - Financial Statements, all significant information related to the interim financial<br> information, and only them, is being disclosed and is consistent with the information used by Management in managing of the Company's<br> activities.
The interim financial<br> information is presented in millions of Brazilian Reais (R), which is the Company's functional currency.
The interim financial information for<br> the period ended September 30, 2024 were approved by the Board of Directors on November 7, 2024.
3 MATERIAL ACCOUNTING POLICIES
The material accounting<br> policies and practices applied by the Company to the preparation of the interim financial information are in accordance with those<br> adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December<br> 31, 2023, approved on February 21, 2024 and, therefore, it should be read together.
3.1 Standards, amendments<br> and interpretations
In the period ended<br> September 30, 2024, the new current standards, include the review of CPC 09 (R1) – Statements of Value Added, were evaluated<br> and produced no effect on the interim financial information disclosed, additionally the Company did not adopt in advance the IFRS<br> issued and not yet current.
4 SIGNIFICANT ACCOUNTING<br> JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of<br> the interim financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported<br> amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period,<br> however, the uncertainties about these assumptions and estimates may generate results that require substantial adjustments to the<br> carrying amount of the asset or liability in future periods.
The significant assumptions<br> and estimates applied on the preparation of the interim financial information for the period ended September 30, 2024, were the same<br> as those adopted in the financial statements for the year ended December 31, 2023, approved on February 21, 2024, disclosed in note<br> 5.
5 CASH AND CASH EQUIVALENTS
9/30/2024 12/31/2023
Cash<br> and bank accounts 87 352
Cash<br> and bank accounts - Abroad (i) 25 22
Financial<br> investments (ii) 3,920 5,085
4,032 5,459
(i) As of September<br> 30, 2024, the Company had funds held abroad, of which R25 in US dollars (R22 in US dollars as of December 31, 2023).
(ii) As of September 30, 2024, the financial<br> investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with a weighted average interest rate<br> of 98.15% of the CDI - Interbank Deposit Certificate (95.92% of the CDI as of December 31, 2023).

All values are in US Dollars.

The<br> Company's exposure to interest rate indexes and the sensitivity analysis for these financial assets are disclosed in note 15.3.
6 TRADE<br> RECEIVABLES
Note 9/30/2024 12/31/2023
From sales with:
Credit<br> card 6.1 1,378 589
Credit<br> card - related parties (FIC) 9.1 343 211
Ticket 6.1 134 185
Total of credit<br> card and ticket 1,855 985
Slips 178 148
Suppliers<br> and others 43 81
2,076 1,214
Expected credit<br> loss for doubtful accounts 6.2 (8) (15)
2,068 1,199
The breakdown of trade<br> receivables by their gross amount by maturity period is presented below:
Overdue
Total Due Less<br> than 30 days Over<br> 30 days
September 30, 2024 2,076 2,072 3 1
December 31, 2023 1,214 1,202 5 7
6.1 Assignment<br> of receivables
The Company assigned<br> part of its receivables referring to credit cards and ticket with operators, without any right of recourse, aiming to anticipate<br> its cash flow. As of September 30, 2024, the amount of these operations is R1,553 (R2,757 as of December 31, 2023). The amount<br> was derecognized from the balance of trade receivables, since all risks related to the receivables were substantially transferred.<br> The cost to advance these credit card receivables is classified as “Cost and discount of receivables” in note 23.
As of September 30, 2024,<br> the amount of receivables, currently, discountable (credit cards and ticket) is R1,855 (R985 as of December 31,2023).
6.2 Expected<br> credit loss for doubtful accounts
9/30/2024 9/30/2023
At the beginning of the period (15) (11)
Additions (79) (32)
Reversals 86 31
At the end of the period (8) (12)
7 INVENTORIES
9/30/2024 12/31/2023
Stores 6,818 6,033
Distribution centers 1,567 1,237
Commercial agreements (535) (525)
Inventory losses (56) (81)
7,794 6,664
7.1 Commercial<br> agreements
As<br> of September 30, 2024, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R535<br> (R525 as of December 31, 2023).
7.2 Inventory<br> losses
9/30/2024 9/30/2023
At the beginning of the period (81) (68)
Additions (456) (401)
Reversals 12 23
Write-offs 469 392
At the end of the period (56) (54)
8 RECOVERABLE<br> TAXES
Note 9/30/2024 12/31/2023
ICMS 8.1 1,034 1,085
PIS and COFINS 8.2 462 287
Social Security Contribution<br> - INSS 133 169
Withholding taxes to<br> be recovered 140 105
Others 8 27
1,777 1,673
Current 1,249 1,100
Non-current 528 573

All values are in US Dollars.

8.1 State<br> VAT tax credits - ICMS
The Brazilian States<br> have been substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This system<br> entails the prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer or<br> their inflow into each State. The expansion of this system to an increasingly wider range of products sold in the retail generates<br> the prepayment of the tax and consequently a refund in certain operations.
With respect to credits<br> that cannot yet be immediately offset, the Company's management, according to a technical recovery study, based on the future expectation<br> of growth and consequent offset against taxes payable from its operations, believes that its future offset is viable. The mentioned<br> studies are prepared and periodically reviewed based on information obtained from the strategic planning previously approved by the<br> Company's Board of Directors. For the interim financial information as of September 30, 2024, the Company's management has monitoring<br> controls over the adherence to the annually established plan, reassessing and including new elements that contribute to the realization<br> of the recoverable ICMS balance, as shown in the table below:
Year
Within<br> 1 year 547
From<br> 1 to 2 years 121
From<br> 2 to 3 years 100
From<br> 3 to 4 years 83
From<br> 4 to 5 years 44
More<br> than 5 years 139
1,034
8.2 PIS and<br> COFINS credit
On March 15, 2017, the<br> Federal Supreme Court  ("STF”) recognized the unconstitutionality of the inclusion of ICMS in the PIS and COFINS<br> calculation base. On May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded from the calculation<br> basis of the contributions, which should only be the ICMS paid, or if the entire ICMS, as shown in the respective invoices. The STF<br> rendered a favorable decision to the taxpayers, concluding that all ICMS highlighted should be excluded from the calculation basis.
Currently the Company,<br> with the favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation basis.
The Company had contingent<br> tax assets in the amount of R54 related to PIS and COFINS credits, which were fully compensated in the period ended September 30,<br> 2024.
•<br> Expected realization of PIS and COFINS credits
In relation to the recoverable<br> PIS and COFINS credits, the Company's management, based on a technical recovery study considering future growth expectations and<br> consequent offset against debts from its operations, projects its future realization. The mentioned studies are prepared and periodically<br> reviewed based on information obtained from the strategic planning previously approved by the Company's Board of Directors. For the<br> interim financial information as of September 30, 2024, the Company's management has monitoring controls over the adherence to the<br> annually established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS<br> balance, in the amount of R462, and expected realization is within one year.

All values are in US Dollars.

9 RELATED<br> PARTIES
9.1 Balances<br> and related party transactions
Liabilities Transactions
Other<br> assets Suppliers Revenue<br> (expenses)
12/31/2023 9/30/2024 12/31/2023 9/30/2024 12/31/2023 9/30/2024 9/30/2023
Joint venture
Financeira<br> Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) 211 21 23 23 28 22 19
211 21 23 23 28 22 19
Current 211 - - 23 28
Non-current - 21 23 - -
Associates (i)
Casino<br> Guichard Perrachon
Euris
Grupo<br> Pão de Açúcar ("GPA")
Wilkes<br> Participações S.A.
(i)<br> On June 23, 2023, as per the Notice to the Market published on the same date, Casino, through its subsidiaries Wilkes, Geant International<br> BV ("GIBV") and Segisor S.A.S ("Segisor"), sold 157,582,850 common shares issued by the Company, representing<br> 11.67% of its share capital, through a block trade operation carried out on the same date. As a result, the Casino Group now holds<br> an ownership interest of less than 0.01% of Sendas' share capital, no longer being considered a related party of the Company. The<br> balances with these companies and their subsidiaries are presented under the line items Other accounts receivable and Other accounts<br> payable in the balance sheet in the interim financial information for the period ended September 30, 2024.
Additionally,<br> after the completion of the spin-off between the Company and GPA on December 31, 2020, both undertook to put forth commercially reasonable<br> efforts, within up to 18 months, to release, replace and/or otherwise remove the counterparty from the position of guarantor of liabilities<br> or obligations, which after such term would be subject to the payment of a fee, net, as remuneration for the guarantees provided<br> by both parties. If the Company and GPA cease to be submitted to common control, the parties would be required to release, replace<br> and/or otherwise remove the guarantees until then not replaced or provided, observing the terms established in the Separation Agreement.
The<br> Company and GPA ceased to be related parties in fiscal year 2023 and are taking the necessary measures to replace the cross guarantees<br> on the contractual obligations of: i) rental of stores; ii) borrowing agreement; and iii) purchase of electricity. The fee paid to<br> GPA as remuneration for the guarantees provided as of September 30, 2024 and December 31, 2023 was less than R1.

All values are in US Dollars.

9.2 Management<br> compensation
Expenses<br> referring to the executive board compensation recorded in the Company’s statement of operations in the period ended September<br> 30, 2024 and 2023 as follows (amounts expressed in thousands of reais):
Base<br> salary Variable<br> compensation Stock<br> option plan and shared-based payment plan (i) Total
2024 2023 2024 2023 2024 2023 2024 2023
Board of directors 9,185 8,464 - - - 5,250 9,185 13,714
Statutory officers 12,042 8,358 14,834 19,684 25,118 9,061 51,994 37,103
Executives excluding statutory officers 29,665 23,684 30,902 45,085 13,819 10,541 74,386 79,310
Fiscal council 439 408 - - - - 439 408
51,331 40,914 45,736 64,769 38,937 24,852 136,004 130,535
(i) More details about<br> shared-based payment plan for the Statutory officers, see note 19.3.3.
The stock option plan,<br> fully convertible into shares, refers to the Company's and this plan has been treated in the Company's statement of operations. The<br> corresponding expenses are allocated to the Company and recorded in the statement of operations against capital reserve - stock options<br> in shareholders' equity. There are no other short-term benefits granted to members of the Company's management. The new long-term<br> benefit plans are disclosed in notes 19.3.4 and 19.3.5.
10 INVESTMENTS
The details of the Company's<br> investments at the end of the period are as follows:
Participation<br> in investments - %
Direct<br> participation
Investment<br> type Company Country 9/30/2024 12/31/2023
Joint venture Bellamar Empreendimento<br> e Participações S.A. Brazil 50.00 50.00
Summary<br> of financial information of Joint Venture
9/30/2024 12/31/2023
Current assets 1 1
Non-current assets 432 581
Shareholders´<br> equity 433 582
9/30/2024 9/30/2023
Net income for the<br> period 98 72
Investments<br> composition and breakdown
Bellamar
As of December 31,<br> 2022 833
Share<br> of profit of associates 36
Dividends<br> received (20)
As of September 30,<br> 2023 849
As of December 31, 2023 864
Share<br> of profit of associates 49
Dividends<br> received (124)
As of September 30, 2024 789
11 PROPERTY,<br> PLANT AND EQUIPMENT
--- --- --- --- --- --- --- --- --- ---
11.1 Breakdown<br> and composition of property, plant and equipment
Additions<br> (i) Write-off Depreciation Transfers<br> and others As<br> of <br><br> 9/30/2024 Historical<br> cost Accumulated<br> depreciation
Lands - - - - 559 = 559 -
Buildings 63 - (17) 95 918 1,092 (174)
Improvements 450 (5) (374) (79) 8,091 9,946 (1,855)
Machinery and equipment 254 (4) (201) 19 2,378 3,546 (1,168)
Facilities 9 - (29) - 250 438 (188)
Furniture and appliances 89 (5) (118) 15 884 1,407 (523)
Constructions in progress 22 - - (51) 82 82 -
Others 23 - (39) 6 109 284 (175)
910 (14) (778) 5 13,271 17,354 (4,083)
Additions<br> (i) Write-off Depreciation Transfers<br> and others As<br> of<br><br> 9/30/2023 Historical<br> cost Accumulated<br> depreciation
Lands 17 - - (41) 576 = 576 -
Buildings 1 - (14) 21 738 891 (153)
Improvements 1,245 (26) (320) 13 7,777 9,148 (1,371)
Machinery and equipment 363 (13) (210) 417 1,997 2,933 (936)
Facilities 76 (2) (33) (189) 437 604 (167)
Furniture and appliances 125 (3) (86) 115 906 1,267 (361)
Constructions in progress 31 (1) - (403) 170 170 -
Others 27 - (29) 54 116 237 (121)
1,885 (45) (692) (13) 12,717 15,826 (3,109)
(i) Includes interest<br> capitalization in the amount of R35 (R223 as of September 30, 2023), see note 11.2.

All values are in US Dollars.

11.2 Capitalized borrowing<br> costs and lease
The value of capitalized<br> borrowing costs and lease directly attributable to the reform, construction and acquisition of property, plant and equipment and<br> intangible assets within the scope of CPC 20 (R1)/IAS 23 - Borrowing Costs and the amount of interest on lease liabilities incorporated<br> into the value of the property, plant and equipment and/or intangible assets, for the period in which the assets are not yet in their<br> intended use in accordance with CPC 06 (R2)/IFRS 16 - Leases, amounted to R35 (R223 as of September 30, 2023). The average rate<br> used to calculate the borrowing costs eligible for capitalization was 113.80% (111.46% as of September 30, 2023) of CDI, corresponding<br> to the effective interest rate of borrowings taken by the Company.
11.3 Additions to property,<br> plant and equipment for cash flow purpose
9/30/2023
Additions 1,885
Capitalized borrowing costs (223)
Financing of property,<br> plant and equipment - Additions (1,647)
Financing of property,<br> plant and equipment - Payments 2,447
2,462
Additions related to the purchase of operating<br> assets, purchase of land and buildings to expansion activities, building of new stores and distribution centers, improvements of<br> existing distribution centers and stores and investments in equipment and information technology.
The additions and payments of property,<br> plant and equipment mentioned above are presented to reconcile the acquisitions during the period with the amounts presented in the<br> statement of cash flows net of items that did not impact cash flow.
11.4 Other information
As of September 30, 2024, the Company<br> recorded in the cost of sales and services the amount of R62 (R60 as of September 30, 2023), relating to the depreciation of machinery,<br> buildings and facilities of distribution centers.
11.5 Impairment test of property,<br> plant and equipment
The impairment test<br> of property, plant and equipment uses the same practices described in note 12.1, to the financial statements as of December 31, 2023.
The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended September 30, 2024.

All values are in US Dollars.

12 INTANGIBLE
12.1 Breakdown and composition of intangible assets
As<br> of 12/31/2023 Additions Write-off Amortization As<br> of 9/30/2024 Historical<br> cost Accumulated<br> amortization
Goodwill 618 - - - 618 871 (253)
Software 63 28 (1) (17) 73 = 206 (133)
Commercial rights 4,452 - - (6) 4,446 4,491 (45)
Trade name 39 - - - 39 39 -
5,172 28 (1) (23) 5,176 5,607 (431)
As<br> of 12/31/2022 Additions Amortization As<br> of 9/30/2023 Historical<br> cost Accumulated<br> amortization
--- --- --- --- --- --- --- ---
Goodwill 618 - - 618 = 871 (253)
Software 76 19 (16) 79 170 (91)
Commercial rights 4,267 112 (6) 4,373 4,410 (37)
Trade name 39 - - 39 39 -
5,000 131 (22) 5,109 5,490 (381)
12.2 Impairment test of intangible<br> assets with indefinite useful life, including goodwill
--- ---
The impairment test<br> of intangible assets uses the same practices described in note 12.1, to the financial statements as of December 31, 2023.
The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended September 30, 2024.
12.3 Commercial<br> rights
Commercial rights<br> with defined and indefinite useful lives are tested following the assumptions described in note 12.1.1, to the financial statements<br> as of December 31, 2023. The Company considered the discounted cash flow of the related store for the impairment test, that is, the<br> store is the Cash Generating Unit - CGU.
The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended September 30, 2024.
13 LEASES
--- --- --- --- --- --- --- --- --- --- --- ---
13.1 Right-of-use
13.1.1 Breakdown<br> and composition of right-of-use assets
As<br> of 12/31/2023 Additions Remeasurement Write-off Amortization Transfers<br> and others As<br> of 9/30/2024 Historical<br> cost Accumulated<br> amortization
Buildings 8,203 138 246 (18) (412) (5) 8,152 10,211 (2,059)
Equipment 3 - - - (3) 1 1 = 44 (43)
Assets and rights 16 - - - (1) (1) 14 28 (14)
8,222 138 246 (18) (416) (5) 8,167 10,283 (2,116)
As<br> of 12/31/2022 Additions Remeasurement Write-off Amortization Transfers<br> and others As<br> of 9/30/2023 Historical<br> cost Accumulated<br> amortization
Buildings 7,593 2,456 226 (1,818) (365) (28) 8,064 = 9,606 (1,542)
Equipment 8 - - - (4) - 4 54 (50)
Assets and rights 18 - - - (1) - 17 29 (12)
7,619 2,456 226 (1,818) (370) (28) 8,085 9,689 (1,604)
13.2 Lease<br> liabilities
--- --- --- --- --- ---
13.2.1 Minimum<br> future payments and potential right of PIS and COFINS
Lease contracts totaled<br> R9,342 as of September 30, 2024 (R9,184 as of December 31, 2023). The minimum future lease payments, according to lease agreements,<br> with the present value of minimum lease payments, are as follows:
9/30/2024 12/31/2023
Lease<br> liabilities - minimum payments
Less<br> than 1 year 393 532
From<br> 1 to 5 years 1,791 1,702
More<br> than 5 years 7,158 6,950
Present<br> value of lease liabilities 9,342 9,184
Current 393 532
Non-current 8,949 8,652
Future<br> financing charges 12,981 13,164
Gross<br> amount of financial lease agreements 22,323 22,348
PIS<br> and COFINS embedded in the present value of lease agreements 417 558
PIS<br> and COFINS embedded in the gross value of lease agreements 996 1,359
Lease liabilities interest<br> expense is stated in note 23. The Company´s average incremental interest rate at the agreement signing date was 12.19% in the<br> period ended September 30, 2024 (12.12% as of December 31, 2023).
In case the Company  had<br> adopted the calculation methodology projecting the inflation embedded in the nominal incremental rate and discounted to present value<br> at the nominal incremental rate, the average percentage of inflation to be projected by year would be approximately 6.65% (6.72%<br> as of December 31, 2023). The average term of the agreements analyzed as of September 30, 2024 is 17 years (18 years in December<br> 31, 2023).
13.2.2 Lease<br> liability roll forward
Amount
As of December 31,<br> 2022 8,360
Addition<br> - Lease 2,456
Remeasurement 226
Interest<br> provision 731
Principal<br> amortization (217)
Interest<br> amortization (722)
Write-off<br> due to early termination of agreement (1,899)
As of September 30,<br> 2023 8,935
Amount
As of December 31,<br> 2023 9,184
Addition<br> - Lease 138
Remeasurement 246
Interest<br> provision 791
Principal<br> amortization (204)
Interest<br> amortization (791)
Write-off<br> due to early termination of agreement (22)
As of September 30,<br> 2024 9,342
13.3 Result<br> on variable rentals and subleases
9/30/2023
(Expenses) revenues of the period:
Variables (1% to 2%<br> of sales) (15)
Subleases (i) 67
(i) Refers mainly<br> to the revenue from lease agreements receivable from commercial galleries.
13.4 Additional<br> information
In accordance with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019<br> the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS 16 - Leases, in the measurement and remeasurement<br> of its right of use, using the discounted cash flow model, without considering inflation.

All values are in US Dollars.

To safeguard the faithful<br> representation of information to meet the requirements of CPC 06 (R2)/IFRS 16 - Leases, and the guidelines of the CVM technical areas,<br> the balances of assets and liabilities without inflation, effectively accounted for (real flow x real rate) are provided, and the<br> estimate of inflated balances in the comparison period (nominal flow x nominal rate).
Other assumptions, such<br> as the maturity schedule of liabilities and the interest rates used in the calculation, are disclosed in note 13.2.1, as well as<br> inflation indexes are observable in the market, so that the nominal flows can be prepared by the users of the interim financial information.
9/30/2024 12/31/2023
Real flow
Right-of-use assets 8,167 8,222
Lease liabilities 22,323 22,348
Embedded interest (12,981) (13,164)
9,342 9,184
Inflated flow
Right-of-use assets 12,917 12,776
Lease liabilities 36,124 35,568
Embedded interest (19,438) (19,354)
16,686 16,214
Below, we present the flow of payments according to the average term weighted with the respective nominal and inflation rates for each period presented:
As of<br> September 30, 2024
Year Nominal<br> tax Projected<br> inflation
Within 1 year 12.27% 3.55%
From 1 to 2 years 12.30% 3.29%
From 2 to 3 years 12.33% 3.09%
From 3 to 4 years 12.36% 3.01%
From 4 to 5 years 12.38% 3.04%
More than 5 years 12.58% 3.04%
As of<br> December 31, 2023
Year Nominal<br> tax Projected<br> inflation
Within 1 year 12.19% 4.48%
From 1 to 2 years 12.22% 3.86%
From 2 to 3 years 12.25% 3.45%
From 3 to 4 years 12.28% 3.49%
From 4 to 5 years 12.32% 3.58%
More than 5 years 12.54% 3.58%
14 TRADE<br> PAYABLES AND TRADE PAYABLES - AGREEMENTS
Note 9/30/2024 12/31/2023
Trade payables
Products 10,203 10,363
Acquisition<br> of property, plant and equipment 71 158
Service 167 150
Service<br> - related parties (FIC) 9.1 23 28
Bonuses<br> from suppliers 14.1 (410) (902)
10,054 9,797
Trade payables - Agreements
Products 14.2 789 1,070
Acquisition<br> of property, plant and equipment 14.2 143 389
Acquisition<br> of hypermarkets (i) - 892
932 2,351
10,986 12,148
Current 10,968 12,110
Non-current 18 38
(i)<br> Fully paid in January 2024 in the amount of R894.
14.1 Bonuses<br> from suppliers
These include commercial<br> agreements and discounts obtained from suppliers. These amounts are defined in agreements and include discounts for purchase volume,<br> joint marketing programs, freight reimbursements, and other similar programs. The receipt occurs by deducting trade notes payable<br> to suppliers, according to conditions established in the supply agreements, so that the financial settlements occur for the net amount.

All values are in US Dollars.

14.2 Agreements<br> among suppliers, the Company and banks
The Company has agreements signed with<br> financial institutions, through which suppliers of products, capital goods and services have the possibility of receiving in advance<br> their amounts receivable,  also named “forfait” / “confirming”.  The financial institutions<br> become creditors of the operation and the Company settles the payments under the same conditions as those originally agreed with<br> the supplier.
Management, based on CPC 3 (R2)/IAS 7<br> and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering that receiving in advance<br> is an exclusive decision of the supplier and, for the Company, there are no changes in the original term negotiated with the supplier,<br> nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow of its suppliers without the<br> Company having to advancing payments. Management evaluated the potential effects of adjusting these operations to present value and<br> concluded that the effects are immaterial for measurement and disclosure.
These balances are classified as "Trade<br> payables - Agreements" and the cash flow from these operations is presented as operating in the statement of cash flows.
Additionally, there is no exposure to<br> any financial institution individually related to these operations and these liabilities are not considered net debt and do not have<br> restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring to the premium for<br> referring suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in the line "Revenue<br> from anticipation of payables", in the amount of R41 as of September 30, 2024 (R26 as of September 30, 2023), representing<br> 1.58% of the volume of anticipation transactions that occurred during 2024 (1.33% in period ended September 30, 2023).
As of September 30, 2024, the balance<br> payable related to these operations is R932 (R1,459 as of December 31, 2023).
The transactions of trade payables and<br> trade payables – agreement are similar and do not exceed the expiration date of 120 days as of September 30, 2024.
15 FINANCIAL INSTRUMENTS
The main financial instruments and their<br> amounts ​​recorded in the interim financial information, by category, are as follows:
Amortized<br> cost Fair<br> value FVTOCI<br> (i) As<br> of 9/30/2024
Financial assets
Cash<br> and cash equivalents 4,032 - - 4,032
Related<br> parties 21 - - 21
Trade<br> receivables and other accounts receivables 377 - - 377
Gain<br> on financial instruments at fair value - 270 - 270
Trade<br> receivables with credit card and ticket - - 1,855 1,855
Financial liabilities
Other<br> accounts payable (270) - - (270)
Trade<br> payables and trade payables - agreements (10,986) - - (10,986)
Borrowings (1,852) (728) - (2,580)
Debentures<br> and promissory notes (10,773) (3,214) - (13,987)
Lease<br> liabilities (9,342) - - (9,342)
Loss<br> of financial instruments at fair value - (51) - (51)
Net exposure (28,793) (3,723) 1,855 (30,661)

All values are in US Dollars.

Note Amortized<br> cost Fair<br> value FVTOCI<br> (i) As<br> of 12/31/2023
Financial assets
Cash<br> and cash equivalents 5 5,459 - - 5,459
Related<br> parties 9.1 23 - - 23
Trade<br> receivables and other accounts receivables 396 - - 396
Gain<br> on financial instruments at fair value 15.5.1 - 274 - 274
Trade<br> receivables with credit card and ticket 6.1 - - 985 985
Financial liabilities
Other<br> accounts payable (216) - - (216)
Trade<br> payables and trade payables - agreements 14 (12,148) - - (12,148)
Borrowings 15.5.1 (1,943) (40) - (1,983)
Debentures<br> and promissory notes 15.5.1 (10,051) (3,142) - (13,193)
Lease<br> liabilities 13.2 (9,184) - - (9,184)
Loss<br> of financial instruments at fair value 15.5.1 - (8) - (8)
Net exposure (27,664) (2,916) 985 (29,595)
(i) Fair Value Through Other Comprehensive<br> Income - FVTOCI.
The fair value of other financial instruments<br> detailed in the table above approximates the carrying amount based on the existing payment terms and conditions. The financial instruments<br> measured at amortized cost, the fair values of which differ from the carrying amounts, are disclosed in note 15.4.
15.1 Considerations on risk<br> factors that may affect the business of the Company
15.1.1 Credit risk
•<br> Cash and cash equivalents
In order to minimize the credit risk,<br> the investment policies adopted establish investments in financial institutions approved by the Company’s Financial Committee,<br> considering the monetary limits and evaluations of financial institutions, which are regularly updated.
The Company's financial investments, according<br> to the rating on the national scale of financial institutions, are of represented by 100%  brAAA.
•<br> Trade receivables
The credit risk related to trade receivables<br> is minimized by the fact that a large part of installment sales are made with credit cards and ticket. These receivables may be advanced<br> at any time, without right of recourse, with banks or credit card companies, for the purpose of providing working capital, generating<br> the derecognition of the accounts receivable. In addition, the main acquirers used by the Company are related to first-tier financial<br> institutions with low credit risk. Additionally, for trade receivables collected in installments, the Company monitors the risk for<br> the granting of credit and for the periodic analysis of the expected credit loss balances.
The Company also incurs counterparty risk<br> related to derivative instruments. This risk is mitigated by carrying out transactions, according to policies approved by governance<br> bodies.
Except the balances related to credit<br> cards and ticket, there are no receivables or sale to customers that are, individually, more than 5% of accounts receivable or revenues.
15.1.2 Interest rate risk
The Company obtains borrowings with major<br> financial institutions to meet cash requirements for investments. Accordingly, the Company is mainly exposed to the risk of significant<br> fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign currency exposure hedge) and debts<br> indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the risk of fluctuations in the interest<br> rates.
15.1.3 Foreign currency exchange<br> rate risk
The fluctuations in the exchange rates<br> may increase the balances of borrowings in foreign currency, and for this reason the Company uses derivative financial instruments,<br> such as swaps, to mitigate the foreign exchange rate risk, converting the cost of debt into domestic currency and interest rates.
15.1.4 Capital<br> risk management
--- --- --- --- --- --- --- --- ---
The main objective of<br> the Company’s capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio,<br> in order to support businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments considering<br> the changes in the economic conditions.
The capital structure<br> is as follows:
9/30/2024 12/31/2023
Borrowings, debentures and promissory<br> notes (16,618) (15,184)
(-) Cash and cash equivalents 4,032 5,459
(-) Derivative financial instruments 270 274
Net debt (12,316) (9,451)
Shareholders’ equity 4,995 4,630
% Net debt to shareholders’ equity 247% 204%
15.1.5 Liquidity<br> risk management
The<br> Company manages liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities.
The table below summarizes<br> the aging profile of the Company’s financial liabilities as of September 30, 2024.
Less<br> than 1 year From<br> 1 to 5 years More<br> than 5 years Total
Borrowings 1,190 1,907 - 3,097
Debenture and promissory notes 5,112 9,645 3,703 18,460
Derivative financial instruments (79) (353) (124) (556)
Lease liabilities 1,457 6,495 14,371 22,323
Trade payables 10,037 20 - 10,057
Trade payables - Agreements 932 - - 932
Other accounts payable 231 - 39 270
18,880 17,714 17,989 54,583
The<br> information was prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company<br> may be required to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted<br> amount is obtained based on interest rate curves for the period ended September 30, 2024. Therefore, certain balances presented do<br> not agree with the balances presented in the balance sheets.
15.2 Derivative<br> financial instruments
Fair<br> value
12/31/2023 9/30/2024 12/31/2023
Swap of hedge
Hedge<br> purpose (debt) 2,956 4,216 3,230
Long Position
Fixed<br> rate 106 35 110
+ Fixed - 699 -
Hedge<br> - CRI 2,850 3,482 3,120
Short Position (2,956) (3,997) (2,964)
Net hedge position - 219 266
Realized<br> and unrealized gains and losses on these contracts during the period ended September 30, 2024 are recorded as net financial results<br> and the balance receivable at fair value is R219 (balance receivable of R266 as of December 31, 2023). The assets are recorded<br> as “Derivative Financial Instruments” and the liabilities as “Borrowings  and Debentures”.
The<br> effects of the hedge at fair value through income for the period ended September 30, 2024, resulted in a loss of R127 (loss of R78<br> as of September 30, 2023), recorded under "cost of debt" and "mark-to-market (loss) gain", see note 23.

All values are in US Dollars.

The consolidated position<br> of outstanding derivative financial instrument transactions is presented in the table below:
Description Reference<br> value Maturity 9/30/2024 12/31/2023
Debt
- BRL USD18 2026 (4) -
- BRL USD109 2027 (6) -
Debt
IPCA - BRL R$1.972 2028,<br> 2029 and 2031 242 267
Interest rate swaps<br> registered at CETIP
Pre-fixed rate x CDI R$879 2027 (15) (5)
Pre-fixed rate x CDI R$17 2027 1 2
Pre-fixed rate x CDI R$15 2027 1 2
Derivatives<br> - Fair value hedge - Brazil 219 266
15.3 Sensitivity analysis of<br> financial instruments
According to Management's<br> assessment, the possible reasonable changes  scenario considered was, on the maturity date of each transaction, the  market<br> curves (interest) of B3.
To determine the<br> possible relevant change in the relevant risk variable, Management considered the economic environment in which it operates. Therefore,<br> in scenario  (I) there is no impact on the fair value of financial instruments and the weighted interest rate (CDI) was<br> 12.12% per year. For scenarios (II) and (III), for the exclusive purpose of sensitivity analysis, Management considered a deterioration<br> of 5% and 10%, respectively, in the risk variables, up to one year of the financial instruments, with the aim of demonstrating the<br> sensitivity of the Company's results in an adverse scenario.
In the case of derivative<br> financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied by the respective hedges,<br> indicating that the effects are not significant.
The Company disclosed<br> the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial instruments<br> in the sensitivity analysis table below, for each of the mentioned scenarios:
Market<br> projections
Transactions Risk<br><br> (Rate Increase) As<br> of 9/30/2024 Scenario<br> <br><br> (I) Scenario<br> <br><br> (II) Scenario<br> <br><br> (III)
Borrowings CDI<br> + 1.74%  per year (1,858) (217) (228) (239)
Borrowings (fixed rate) CDI<br> + 0.20% per year (32) (4) (4) (4)
Borrowings (foreign<br> currency) CDI<br> + 1.34% per year (696) (84) (89) (93)
Debentures and promissory<br> notes CDI<br> + 1.42% per year (14,141) (1,691) (1,775) (1,860)
Total net effect (loss) (16,727) (1,996) (2,096) (2,196)
Cash equivalents 98.15%<br> of the CDI 3,920 475 499 523
Net exposure loss (12,807) (1,521) (1,597) (1,673)
15.4 Fair value measurement
The Company discloses<br> the fair value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair<br> value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement and disclosure<br> requirements. The fair value hierarchy levels are defined below:
Level 1: fair value<br> measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities to which<br> the entity may have access at the measurement date.
Level 2: fair value<br> measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either directly<br> or indirectly, except quoted prices included in Level 1.
Level 3: fair value<br> measurement at the balance sheet date using non-observable data for the asset or liability.
The fair values of<br> cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts.
The table below sets<br> forth the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at<br> amortized cost, all classified as level 2, for which the fair value has been disclosed in the interim financial information:
Carrying<br> amount Fair<br> value
9/30/2024 12/31/2023 9/30/2024 12/31/2023
Trade receivables with<br> credit card and ticket 1,855 985 1,855 985
Interest rate swaps<br> between currencies (11) - (11) -
Interest<br> rate swaps (12) (1) (12) (1)
Interest<br> rate swaps - CRI 242 267 242 267
Borrowings<br> and debentures (fair value) (3,942) (3,182) (3,942) (3,182)
Borrowings,<br> debentures and promissory notes (amortized cost) (12,625) (11,994) (12,365) (11,716)
(14,493) (13,925) (14,233) (13,647)
There were no change<br> between fair value measurement hierarchy levels during the period ended September 30, 2024.

All values are in US Dollars.

Interest<br> rate swaps, cross-currency, borrowings and debentures are classified in Level 2 since the fair value of such financial instruments<br> was determined based on readily observable inputs, such as expected interest rate and current and future foreign exchange rate.
15.5 Borrowings
15.5.1 Debt<br> breakdown
Average<br> rate 9/30/2024 12/31/2023
Debentures<br> and promissory notes CDI + 1.42 % per<br> year 14,141 13,378
Borrowing<br> costs (154) (185)
13,987 13,193
Derivative financial<br> instruments - <br><br> Debentures and promissory notes
Swap<br> contracts CDI + 0.93 % per<br> year (265) (270)
Swap<br> contracts CDI + 1.32 % per<br> year 39 8
(226) (262)
Borrowings in domestic<br> currency
Working<br> capital CDI + 0.20% per year 32 40
Working<br> capital CDI + 1.74% per<br> year 1,858 1,952
Borrowing<br> costs (6) (9)
1,884 1,983
Derivative financial<br> instruments - <br><br> Domestic currency
Swap<br> contracts CDI + 0.20% per<br> year (3) (4)
(3) (4)
In foreign currency
Working<br> capital CDI + 1.34% per<br> year 696 -
696 -
Derivative financial<br> instruments - <br><br> Foreign currency
Swap<br> contracts CDI + 1.34% per<br> year 10 -
10 -
Total of borrowings, debentures and promissory notes 16,348 14,910
Current asset (53) (48)
Non-current asset (217) (226)
Current liabilities 4,841 2,115
Non-current liabilities 11,777 13,069
15.5.2 Roll<br> forward of borrowings
Amount
Balance as of December 31, 2022 12,409
Funding 1,572
Borrowing<br> costs (129)
Interest<br> provision 1,313
Swap<br> contracts 64
Mark-to-market (6)
Exchange<br> rate and monetary variation (16)
Borrowing<br> costs amortization 32
Interest<br> amortization (733)
Principal<br> amortization (503)
Swap<br> amortization (155)
Balance as of September 30, 2023 13,848
Amount
--- --- --- --- --- --- --- --- --- --- --- ---
Balance as of December<br> 31, 2023 14,910
Funding 3,000
Borrowing<br> costs (14)
Interest<br> provision 1,410
Swap<br> contracts 18
Mark-to-market 109
Exchange<br> rate and monetary variation (7)
Borrowing<br> costs amortization 47
Interest<br> amortization (1,462)
Principal<br> amortizations (1,583)
Swap<br> amortization (80)
Balance as of September<br> 30, 2024 16,348
15.5.3 Schedule<br> of non-current maturities
Maturity Amount
From<br> 1 to 2 years 1,464
From<br> 2 to 3 years 2,569
From<br> 3 to 4 years 4,337
From<br> 4 to 5 years 2,717
More<br> than 5 years 586
11,673
Borrowing<br> cost (113)
11,560
15.6 Debentures<br> and promissory notes
Date
Issue<br> amount (in thousands) Outstanding<br> debentures (units) beginning Maturity Annual<br> financial charges Unit<br> price (in Reais) 9/30/2024 12/31/2023
First Issue of Promissory<br> Notes - 5^th^<br> series 200 4 7/4/2019 7/4/2024 CDI<br> + 0.72% per year - - 289
First Issue of Promissory<br> Notes - 6^th^<br> series 200 4 7/4/2019 7/4/2025 CDI<br> + 0.72% per year 78,470,496 313 289
Second Issue of Debentures<br> - 1^st^ series 940,000 940,000 6/1/2021 5/20/2026 CDI<br> + 1.70% per year 1,044 981 954
Second Issue of Debentures<br> - 2^nd^ series 660,000 660,000 6/1/2021 5/22/2028 CDI<br> + 1.95% per year 1,045 690 670
Second Issue of Promissory<br> Notes - 1^st^<br> series 1,250,000 1,250,000 8/27/2021 8/27/2024 CDI<br> + 1.47% per year - - 1,681
Second Issue of Promissory<br> Notes - 2^nd^series 1,250,000 1,250,000 8/27/2021 2/27/2025 CDI<br> + 1.53% per year 1,471 1,839 1,683
Third<br> Issue of Debentures - 1^st^series - CRI 982,526 982,526 10/15/2021 10/16/2028 IPCA<br> + 5.15% per year 1,197 1,176 1,122
Third<br> Issue of Debentures - 2^nd^series - CRI 517,474 517,474 10/15/2021 10/15/2031 IPCA<br> + 5.27% per year 1,000 518 591
Fourth<br> Issue of Debentures - single series 2,000,000 2,000,000 1/7/2022 11/26/2027 CDI<br> + 1.75% per year 1,042 2,084 2,024
First Issue of Commercial<br> Paper Notes - single series 750,000 750,000 2/10/2022 2/9/2025 CDI<br> + 1.70% per year 1,016 762 790
Fifth<br> Issue of Debentures - single series - CRI 250,000 250,000 4/5/2022 3/28/2025 CDI<br> + 0.75% per year 1,000 251 258
Sixth<br> Issue of Debentures - 1^st^series - CRI 72,962 72,962 9/28/2022 9/11/2026 CDI<br> + 0.60% per year 1,004 73 76
Sixth<br> Issue of Debentures - 2^nd^series - CRI 55,245 55,245 9/28/2022 9/13/2027 CDI<br> + 0.70% per year 1,004 56 58
Sixth<br> Issue of Debentures - 3^rd^series - CRI 471,793 471,793 9/28/2022 9/13/2029 IPCA<br> + 6.70% per year 1,314 620 508
Second Issue of Commercial<br> Paper Notes - single series 400,000 400,000 12/26/2022 12/26/2025 CDI<br> + 0.93% per year 1,243 498 458
Seventh<br> Issue of Debentures - 1^st^series - CRI 145,721 145,721 7/25/2023 7/15/2026 CDI<br> + 1.00% per year 1,024 148 154
Seventh<br> Issue of Debentures - 2^nd^series - CRI 878,503 878,503 7/25/2023 7/15/2027 Pré<br> 11.75% per year 1,025 900 921
Seventh<br> Issue of Debentures - 3^rd^series - CRI 46,622 46,622 7/25/2023 7/17/2028 CDI<br> + 1.15% per year 1,024 49 50
Eighth<br> Issue of Debentures - 1^st^series 400,000 400,000 12/22/2023 12/22/2027 CDI<br> + 1.85% per year 1,033 413 401
Eighth<br> Issue of Debentures - 2^nd^series 400,000 400,000 12/22/2023 12/22/2028 CDI<br> + 1.95% per year 1,033 413 401
Ninth<br> Issue of Debentures - single serie 500,000 500,000 3/28/2024 3/26/2029 CDI<br> + 1.25% per year 1,001 501 -
Tenth<br> Issue of Debentures - single serie 1,800,000 1,800,000 6/25/2024 6/20/2029 CDI<br> + 1.25% per year 1,031 1,856 -
Borrowing<br> costs (154) (185)
13,987 13,193
The<br> Company issues debentures to strengthen its working capital, maintain its cash strategy, and lengthen its debt and investment profile.<br> The debentures issued are non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantees.
15.7 Borrowings in foreign<br> currencies
--- --- --- --- ---
As of September 30,<br> 2024, the Company has borrowings in foreign currency (US dollar) to strengthen its working capital, maintain its cash strategy, and<br> lengthen its debt and investment profile.
15.8 Guarantees
As of September 30,<br> 2024, the Company has no guarantees related to its borrowing agreement.
15.9 Swap contracts
The Company uses<br> swap operations for 100% of its borrowings denominated in US dollars, fixed interest rates and IPCA, exchanging these liabilities<br> linked to real to the CDI (floating) interest rates. The annual average rate at CDI as of September 30, 2024 was 11.00% (13.04% as<br> of December 31, 2023).
15.10 Financial covenants
In connection with<br> the debentures and promissory notes issued, the Company is required to maintain certain financial ratios. These ratios are calculated<br> quarterly based on the Company’s interim financial information prepared in accordance with accounting practices adopted in<br> Brazil, as follows: (i) consolidated net debt / equity less than or equal to 3.00; and (ii) consolidated net debt/EBITDA Last Twelve<br> Months ("LTM") ratio should be lower than or equal to 3.00.
As of September 30,<br> 2024, the Company had fulfilled all contractual obligations and was compliant with these ratios.
16 PROVISION FOR LEGAL PROCEEDINGS
The provision for<br> legal proceedings is estimated by the Company and supported by its legal counsel and was established in an amount considered sufficient<br> to cover the considered probable losses.
Social<br> security and labor Civil Total
Balance as of December 31, 2022 86 24 165
Additions 134 17 165
Reversals (36) (4) (40)
Payments (44) (6) (54)
Monetary<br> correction 9 4 15
Balance as of September 30, 2023 149 35 251
Restricted deposits for legal proceedings (16) (9) (27)
Net provision for restricted deposits 133 26 224
Social<br> security and labor Civil Total
Balance as of December 31, 2023 163 38 263
Additions 165 21 193
Reversals (75) (8) (120)
Payments (80) (6) (95)
Monetary<br> correction 13 5 10
Balance as of September 30, 2024 186 50 251
Restricted deposits for legal proceedings (5) (10) (19)
Net provision for restricted deposits 181 40 232
Of the total amount<br> of the table above, R51 (R50 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016, pursuant<br> to contractual provisions, namely: R4 tax claims, R16 labor claims and R31 civil claims (R3 tax claims, R27 labor claims and<br> R20 civil claims as of December 31, 2023).
16.1 Tax claims
Tax claims are subject<br> by law to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates adopted by each tax<br> jurisdiction. Both interest charges and fines, where applicable, were calculated and provisioned with respect to unpaid amounts.
The Company has other<br> tax claims, which according to its legal counsel’s analysis, were provisioned, namely: (i) discussions on the non-application<br> of the Accident Prevention Factor (FAP); (ii) IPI in the resale of imported products; and (iii) other matters.
The amount provisioned<br> for these matters as of September 30, 2024 is R15 (R62 as of December 31, 2023).
16.2 Social security and labor
The Company is a<br> party to various labor proceedings, especially due to dismissals in the regular course of business. As of September 30, 2024, the<br> Company recorded a provision of R186 (R163 as of December 31, 2023), referring to a potential risk of loss relating to labor claims.<br> Management, with the assistance of its legal counsel, assesses these claims and records provisions for losses when reasonably estimated,<br> considering previous experiences in relation to amounts claimed.

All values are in US Dollars.

16.3 Civil
The Company is a<br> party to civil proceedings (indemnifications, collections, among others) that are in different procedural phases and at various courts.<br> Management records provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external<br> legal counsel assess the losses to be probable.
Among these proceedings,<br> we highlight the following:
The Company is a<br> party to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company records<br> a provision for the difference between the monthly rental amounts originally paid by stores and the rental amounts calculated by<br> the legal experts considering that it is the expert report amount that will be used as the basis for the decision that will change<br> the rental amount paid by the Company. As of September 30, 2024, the amount of the provision for these lawsuits is R43 (R32 as<br> of December 31, 2023), for which there are no restricted deposits for legal proceedings.
The Company is a<br> party to certain lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of the federal<br> government, states, and municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments). The Company,<br> with the assistance of its legal counsel, assesses these claims recording provisions for probable cash disbursements according to<br> the estimate of loss. As of September 30, 2024, the amount of provision for these lawsuits is R7 (R6 as of December 31, 2023).
The Company’s<br> total civil, regulatory and property claims as of September 30, 2024, is R50 (R38 as of December 31, 2023).
16.4 Contingent liabilities<br> not accrued
The Company is a<br> party to other litigations for which the risk of loss was classified by its legal counsel to be possible, therefore, not accrued,<br> to the following subjects:
12/31/2023
Tax<br> on Financial Transactions (IOF) – payment differences. 14
PIS,<br> COFINS – payment discrepancies and overpayments, fine for non-compliance with ancillary obligations, disallowance of PIS and<br> COFINS credits, among other matters pending judgment at the administrative and judicial levels. 783
ICMS<br> – allocation of credits from purchases from suppliers considered unqualified by the registry of the State Revenue Service,<br> among other matters, which are pending judgment at the administrative and judicial levels. 1,216
ISS<br> (services tax), IPTU (urban property tax), Fees and other – discrepancies in payments of IPTU, fines for non-compliance with<br> ancillary obligations, ISS – refund of advertising expenses and various fees, which are pending judgment at the administrative<br> and judicial levels. 18
INSS<br> (national institute of social security) – divergences in the FGTS and Social Security form (GFIP), offsets not approved, among<br> other matters, which are pending judgment at the administrative and judicial levels. 24
Other<br> litigation – real estate lawsuits in which the Company claims the renewal and maintenance of lease agreements according to<br> market prices. These lawsuits involve proceedings in civil court, as well as administrative proceedings filed by inspection bodies,<br> among others. 98
Compensation<br> linked to the external legal counsel's success fee if all the proceedings were concluded in favor of the Company. 20
2,173
Of the total amount<br> in the table above, R1,120 (R1,494 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016,<br> pursuant to contractual provisions, namely: R1,062 tax claims and R58 civil claims (R1,398 tax claims and R96 civil claims as<br> of December 31, 2023).
Three collective<br> proceedings were filed by institutions related to black people's movements due to an approach to a customer, in August 2021 at the<br> store in Limeira - SP, which claim supposed racial issues. All were duly answered. One of them has already been extinguished by the<br> judiciary without major effects. As of September 30, 2024, there are still two lawsuits in progress and, given the subjectivity of<br> the matter, it is still not possible to reasonably estimate the amounts involved. A significant impact is not expected, upon completion<br> the lawsuits on the Company's financial statements.
16.4.1 Uncertainty<br> over IRPJ and CSLL treatments
In compliance with ICPC 22/IFRIC 23 –<br> Uncertainty over Income Tax Treatment, the Company has proceedings, at the judicial and administrative levels, with Government's<br> regulatory agencies, which are related to uncertain tax treatments adopted for the recording of income tax and social contribution.<br> Based on the assessment of internal and external legal counsel, the tax treatment adopted by the Company is adequate, therefore,<br> these proceedings were classified as possible losses. As of September 30, 2024, the amount involved was R943 (R917 as of December<br> 31, 2023).
Of the total amount above, R276 is the<br> responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions (R337 as of December 31, 2023).

All values are in US Dollars.

16.5 Guarantees
The Company provided<br> bank guarantees and insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below:
Lawsuits 9/30/2024 9/30/2023
Tax 1,737 964
Labor 87 77
Civil and others 59 33
1,883 1,074
The cost of guarantees<br> as of September 30, 2024 is approximately 0.16% per year of the amount of the lawsuits (0.18% as of September 30, 2023) and is recorded<br> as a financial expense.
16.6 Restricted<br> deposits for legal proceedings
The Company is challenging<br> the payment of certain taxes, contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final<br> court decisions, as well as judicial deposits related to the provision for legal claims.
The Company recorded<br> amounts referring to judicial deposits in its assets as follows.
Lawsuits 9/30/2024 12/31/2023
Tax 16 18
Labor 6 16
Civil and others 10 10
32 44
17 DEFERRED<br> REVENUES
9/30/2024 12/31/2023
Commercial agreement<br> with suppliers (i) 102 385
Commercial agreement<br> - payroll (ii) 40 48
Marketing 41 22
183 455
Current 154 418
Non-current 29 37
(i) Refers to rental<br> of supplier product exhibition modules "check stand", point of sale displays and backlight panels.
(ii) Commercial agreement<br> with a financial institution for exclusivity in payroll processing.
18 INCOME<br> TAX AND SOCIAL CONTRIBUTION
18.1 Reconciliation<br> of income tax and social contribution expense
9/30/2024 9/30/2023
Income before income tax and social contribution 407 248
Expense of income tax and social contribution,<br> for nominal rate (34%) (138) (84)
Adjustments to reflect the effective rate
Tax fines (4) (2)
Share of profits 17 12
ICMS subsidy - tax incentives (i) 32 231
Monetary correction credits 24 9
Other permanent differences 1 (1)
Effective income tax and social contribution (68) 165
Income tax and social contribution for the period
Current (106) (6)
Deferred 38 171
(Expenses) benefits of income tax and social contribution (68) 165
Effective rate 16.7% -66.5%
(i)<br> The Company calculates tax benefits that are characterized as tax incentives that, according to legal forecast, do not comprise the<br> basis for calculating income tax and social contribution.
18.2 Breakdown<br> of deferred income tax and social contribution
--- --- --- --- --- --- --- --- --- --- ---
The main components of<br> deferred income tax and social contribution in the balance sheets are the following:
9/30/2024 12/31/2023
Assets Liabilities Net Assets Liabilities Net
Deferred<br> income tax and social contribution
Tax<br> losses 330 - 330 385 - 385
Provision<br> for legal proceedings 77 - 77 81 - 81
Swap - (87) (87) - (66) (66)
Goodwill<br> tax amortization - (317) (317) - (317) (317)
Mark-to-market 13 - 13 - (25) (25)
Property,<br> plant and equipment and intangible assets 10 - 10 10 - 10
Unrealized<br> losses with tax credits - (69) (69) - (15) (15)
Provision<br> of inventory 22 - 22 30 - 30
Borrowing<br> costs - (54) (54) - (66) (66)
Lease<br> net of right of use 3,144 (2,937) 207 3,085 (2,961) 124
Compensation<br> program 60 - 60 10 - 10
Others 10 - 10 20 - 20
Gross deferred income tax and social contribution assets (liabilities) 3,666 (3,464) 202 3,621 (3,450) 171
Compensation (3,464) 3,464 - (3,450) 3,450 -
Deferred<br> income tax and social contribution assets (liabilities), net 202 - 202 171 - 171
Management has assessed<br> the future realization of deferred tax assets, considering the projections of future taxable income, in the context of the main variables<br> of its businesses. This assessment was based on information from the strategic planning report previously approved by the Company´s<br> Board of Directors.
The Company estimates<br> the recovery of these credits as follows:
Years Amounts
Within 1 year 339
From 1 year to 2 years 157
From 2 years to 3 years 20
From 3 years to 4 years 1
More than 5 years 3,149
3,666
18.3 Roll<br> forward of deferred income tax and social contribution
9/30/2024 9/30/2023
At<br> the beginning of the period 171 6
Benefits<br> in the period 38 171
Income<br> tax effect 2 2
Others (9) -
At<br> the end of the period 202 179
19 SHAREHOLDERS’ EQUITY
--- --- --- --- --- --- --- --- --- --- ---
19.1 Capital stock and stock<br> rights
According to the Company's bylaws, the<br> Company's authorized capital may be increased up to 2 billion common shares. Below, the subscribed and fully paid-in share capital,<br> represented by common shares, all nominative and with no par value:
Number<br> of shares Amount<br><br> (in thousands of reais)
1,349,165,394 1,263,218,381
59,870 637,616
1,031,232 1,154,499
1,207,046 3,915,566
2,298,148 5,707,681
1,351,463,542 1,268,926,062
1,351,833,200 1,271,691,249
256,799 2,568
256,799 2,568
1,352,089,999 1,271,693,817
19.2 Tax incentive reserve
Tax incentive reserves by the States were<br> considered investment subsidies, which are deductible for the calculation of income tax and social contribution. Thus, for the year<br> ended December 31, 2023, the Company allocated the amount of R939 to the tax incentive reserve, of which R710 refers to the amount<br> of incentives generated in 2023 and constituted in the same year and R229 to be recognized when the Company reports income in subsequent<br> periods.
As of September<br> 30, 2024, the Company recorded net profit in the amount of R339,of this amount, R229 were allocated to the tax incentive reserve.
Article 30 of<br> Law 12,973/2014 was revoked through Law 14,789/2023, releasing taxpayers from constituting a tax incentive reserve from January 1,<br> 2024.
19.3 Share-based payment
19.3.1 Recognized options granted
Information relating to the Company's<br> Option Plan and Compensation Plan is summarized below:
9/30/2024
Number<br> of shares<br><br> (in thousands)
Granted<br> series Grant<br> date 1st<br> exercise date Exercise<br> price on the grant date<br><br> (in reais) Gran-<br><br> ted Exer-<br><br> cised Cance-<br><br> lled Current
B8 5/31/2021 6/1/2024 0.01 363 (318) (45) -
C8 5/31/2021 6/1/2024 13.39 363 (20) (61) 282
B9 5/31/2022 6/1/2025 0.01 2,163 (358) (74) 1,731
C9 5/31/2022 6/1/2025 12.53 1,924 (119) (115) 1,690
B10 (i) 5/31/2023 6/1/2026 0.01 1,390 - (27) 1,363
C10 (i) 5/31/2023 6/1/2026 11.82 1,390 - (55) 1,335
B11 (i) 5/31/2024 6/1/2027 0.01 1,294 - (33) 1,261
C11 (i) 5/31/2024 6/1/2027 10.62 1,294 - (40) 1,254
10,181 (815) (450) 8,916
(i) Shares granted to executives excluding<br> statutory officers.
19.3.2 Consolidated information<br> of Company's share-based payment plans
According to the plans, the options granted<br> in each of the series can represent a maximum of 2% of the total shares issued by the Company.
The table below shows the maximum percentage<br> of dilution to which current shareholders could eventually be subject to in the event that all options granted are exercised until<br> September 30, 2024:
9/30/2024
(in<br> thousands)
Number<br> of shares 1,352,090
Balance<br> of effective series granted 8,916
Maximum<br> percentage of dilution 0.66%

All values are in US Dollars.

The fair value of each<br> option granted is estimated on the grant date, using the options pricing model "Black-Scholes" taking into account the<br> following assumptions:
Series<br> granted Estimated<br> dividends Approximate<br> estimated volatility Risk-free<br> weighted average interest rate Average<br> remaining life expectancy
B8 1.28% 37.06% 7.66% -
C8
B9 1.20% 37.29% 12.18% 8<br> months
C9
B10 1.31% 35.32% 10.87% 20<br> months
C10
B11 0.77% 37.32% 11.28% 32<br> months
C11
Shares Weighted<br> average exercise price
in<br> thousands R
As of December 31,<br> 2023 6,986 5.97
Granted<br> during the period 2,588 5.32
Cancelled<br> during the period (360) 7.56
Exercised<br> during the period (298) 0.01
Outstanding<br> at the end of the period 8,916 6.07
Total to be exercised<br> as of September 30, 2024 8,916 6.07
The amount recorded in<br> the statement of operations for the period ended September 30, 2024 was R19 (R22 as of September 30, 2023).
19.3.3 Cash-settled<br> share-based payment plan
At the Extraordinary<br> General Meeting held on July 14, 2023, the cash-settled share-based payment plan was approved, only for the Company's Statutory Officers,<br> this plan does not make officers a partner of the Company, they only acquire the right to receive a cash compensation corresponding<br> to the average price of the Company's shares traded on B3 under the ticker ASAI3.
1,989,465 shares were<br> granted to the Company's officers and the premium related to 50% of the shares will be conditional on compliance with the service<br> condition (shares conditioned on time) and the other 50% of the shares will be conditional on the cumulative compliance with the<br> service condition and the performance condition (shares conditioned on time and performance). During the period, 77,626 shares were<br> canceled, resulting in a total of 1,911,839 outstanding shares as of September 30, 2024.
For shares conditioned<br> on time to become vested, Offices must remain with the Company from the grant date to the dates below (vesting period):
a) 20% (twenty percent)<br> on the 3-year anniversary from the grant date;<br> b) 20% (twenty percent) on the 4-year anniversary from the grant date; and<br> c) 60% (sixty percent) on the 5-year anniversary from the grant date.
For shares conditioned<br> on time and performance to become vested, the Executive must comply with the vesting periods above, in addition to meeting the goals,<br> being segregated between: a) Environmental, Social and Governance ("ESG") goal with a weight of 30%: i) hiring people with<br> disabilities; ii) women in leadership, in managerial positions or higher; and iii) total carbon emissions – Scope 1 and 2;<br> and b) Operating target with a weight of 70%: i) operating cash flow.
The targets above will<br> be reviewed annually by the Board of Directors and non-achievement of them at December 31, 2026 and 2027 may be compensated by achievement<br> on subsequent measurement dates.
As of September 30, 2024,<br> the amount of the liability corresponding to the plan, including payroll charges, in recorded is "Other accounts payable"<br> in the amount of R6 (R4 as of December 31, 2023) and the total expense recognized, was R3 (R1 as of September 30, 2023) and the<br> fair value of the total this plan in that date was R23.
19.3.4 “Sócio<br> Executivo” program
At the Ordinary and Extraordinary<br> General Meeting held on April 26, 2024, the shareholders approved the Company's “Sócio Executivo” Program, intended<br> to create a unique and extraordinary long-term program, which is not to be confused with the standard Long-Term Incentive, composed<br> of a single grant of share rights to the Chief Executive Officer, the Commercial and Logistics Vice President, and the Operations<br> Vice President (“Participants”), in a substantial amount and contingent on the Participants staying at the company and<br> their achievement of certain performance targets, aiming at: (i) the long-term retention of the Participants; and (ii) the strengthening<br> of  the sense of ownership in the Participants, transforming key officers into relevant, long-term shareholders.

All values are in US Dollars.

Through the “Sócio Executivo”<br> Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,041,800 Company shares, corresponding to<br> up to 2% of the total number of Company shares on the date of approval of the “Sócio Executivo”  Program,<br> subject to the adjustments provided for in the Program, as follows:
i) 0.40% will consist of restricted shares,<br> the right to which will only be acquired if the Participants remain as Officers of the Company, as follows: i) 30% on the first vesting<br> date (5 years from granted date) and 70% on the second vesting date (7 years from granted date); and
ii) up to 1.60% will consist of shares<br> with performance assumptions, the right to which will only be acquired if the following conditions are cumulatively met: i) the Participants<br> remain as Officers of the Company until the second vesting date; and ii) the performance targets are achieved on the second vesting<br> date, determined and calculated in accordance with the terms and conditions set out below.
Shares<br> with performance assumptions
Additional<br> shares
All shares received by the Participants<br> under the “Sócio Executivo” Program will be subject to a lock-up of three years from the date of receipt of the<br> shares, unless otherwise provided for by the Board of Directors in cases of termination of the Participants.
The fair value of each share granted was<br> measured based on the share price on the granted date, reduced by the estimated discount due to the transfer restriction after the<br> vesting period. The Company has determined the estimated number of shares that will be considered the right of the Participants in<br> relation to the variable portion of the plan based on the result projections in line with the business assumptions and that at the<br> end of each period the estimate will be adjusted according to these projections.
17,411,612 shares were granted, with a<br> fair value of R11.35.
As of September 30, 2024, the amount recognized<br> in the statement of operations for the period was R15 (there is no amount recorded as of September 30, 2023) and the fair value<br> of the total this plan in that date was R243, including charges.
19.3.5 Long-term<br> incentive plan through grant of the right to receive Company shares
At the Ordinary and Extraordinary General<br> Meeting held on April 26, 2024, the shareholders approved the Long-Term Incentive Plan (“ILP”), intended to grant restricted<br> shares and shares with performance assumptions to statutory and non-statutory directors of the Company (“Participants”),<br> as well as to any other employees who are selected to participate in the plan.
By granting the right to receive Company<br> shares to the Participants, the ILP Plan aims at: (i) aligning the interests of the Participants with the interests of the Company's<br> shareholders; (ii) encouraging the Participants to stay at the Company or at the companies under its control; and (iii) maximizing<br> the results and generating sustainable value for the Company and its shareholders.

All values are in US Dollars.

The grants under the ILP Plan will be<br> made in the following proportion: (i) 30% of the right granted will consist of restricted shares, and the transfer of the shares<br> to the Participants will occur only upon compliance with a single vesting period of 3 years (except for the grant to the Chief Executive<br> Officer, which will have a vesting period of up to 5 years, with partial vesting of 33% in the 3rd year, 33% in the 4th year and<br> 34% in the 5th year); and (ii) 70% of the right granted will consist of shares with performance assumptions, and the transfer of<br> the shares to the Participants will occur only upon compliance with a single vesting period of 3 years (5 years for the Chief Executive<br> Officer) contingent on the achievement of the performance targets established by the Board of Directors, and the final number of<br> shares with performance assumptions to which the Participants will be entitled will depend on the degree of achievement of these<br> targets at the end of the single vesting period of 3 years (5 years for the Chief Executive Officer), and may vary from 90% to 110%<br> of the target number of shares (and the target number of shares will assume the achievement of 100% of the targets, except for the<br> Chief Executive Officer).
The number of restricted shares and shares<br> with performance assumptions granted will be determined based on: (i) a salary multiple, according to the grade occupied by the Participant;<br> and (ii) the average share price in the 20 trading sessions prior to the grant.
The shares (both restricted shares and<br> shares with performance assumptions) will be transferred to the Participants upon compliance with the conditions described in the<br> plan, and the transfer of shares will be made through the delivery of shares held in treasury by the Company.
Through the ILP Plan, the Company will<br> grant to the Participants the right to receive a certain number of shares corresponding to up to 1.5% of the total number of Company<br> shares on the date of approval of the respective plan, subject to the specified adjustments.
The fair value of each share granted is<br> estimated on the grant date using the Black-Scholes pricing model, considering the following assumptions:
i)  Approximate volatility expectation:<br> 37.32% in the 3rd year, 36.94% for the 4th year and 38.27% in the 5th year; and
ii)  Dividend expectation: 0.77%<br> in the 3rd, 4th and 5th year.
The Company determined the estimated number<br> of shares that will be considered the right of Participants in relation to the variable portion of the plan based on projections<br> of results aligned with business assumptions and that at each end of the period the estimate will be adjusted according to these<br> projections.
1,094,759 shares were granted, with a<br> fair value of R11.90 for the 3rd year, R11.81 for the 4th year, and R11.72 for the 5th year.
As of September 30, 2024, the amount recognized<br> in the statement of operations for the period was R1 (there is no amount recorded as of September 30, 2023) and the fair value of<br> the total this plan in that date was R16, including charges.
19.4 Buy-back<br> program of shares
On June 25, 2024, the Board of Directors<br> approved the first buy-back program of shares issued by the Company. The program aims to acquire, within 12 months as of the date<br> here of, up to 3,800,000 common shares, representing 0.28% of the free float on this date, to be kept in treasury for subsequent<br> delivery to the participants of the "Sócio Executivo" Program, see note 19.3.4 and of the Long-Term Incentive Plan<br> through Grant of the Right to Receive Company Shares, see note 19.3.5. The shares will be acquired through the stock market at market<br> price.
Until November 7, 2024, date of issue<br> of this interim financial information, the Company repurchased shares in the amount of R14, representing 2,075,600 ordinary shares.
20 NET OPERATING REVENUE
9/30/2024 9/30/2023
58,310 52,441
202 182
58,512 52,623
(126) (102)
(4,730) (4,439)
(4,856) (4,541)
53,656 48,082

All values are in US Dollars.

21 EXPENSES<br> BY NATURE
9/30/2024 9/30/2023
Inventory cost (44,047) (39,606)
Personnel expenses (3,282) (3,047)
Outsourced services (303) (248)
Selling expenses (878) (772)
Functional expenses (961) (857)
Other expenses (430) (372)
(49,901) (44,902)
Cost of sales (44,853) (40,333)
Selling expenses (4,396) (3,977)
General and administrative expenses (652) (592)
(49,901) (44,902)
22 OTHER<br> OPERATING (EXPENSES) REVENUES, NET
9/30/2024 9/30/2023
Result with property, plant and equipment<br> and leases (7) 56
Revenues (expenses) related to legal<br> proceedings 5 (1)
Restructuring expenses and others - (4)
(2) 51
23 NET FINANCIAL<br> RESULT
9/30/2024 9/30/2023
70 103
56 49
41 26
6 34
173 212
(1,444) (1,262)
(109) 6
(85) (79)
6 (215)
(772) (641)
(9) (16)
(2,413) (2,207)
(2,240) (1,995)
24 EARNINGS<br> PER SHARE
The<br> Company calculates earnings per share by dividing the net income for the period, relating to each class of shares, by the total number<br> of common shares outstanding in the period.
The table below presents<br> the determination of the net income for the period available to holders of outstanding common shares to calculate the basic earnings<br> and diluted earnings per share in each period presented:
9/30/2024 9/30/2023
Net<br> income allocated available to holders of common shares (a) 339 413
Weighted<br> average of number of shares, excluding treasury shares 1,352 1,350
Basic<br> denominator (million of shares) (b) 1,352 1,350
Weighted<br> average of stock option 4 5
Diluted<br> denominator (million of shares) (c) 1,356 1,355
Basic<br> earnings per million shares (R) (a ÷ b) 0.250982 0.306192
Diluted<br> earnings per million shares (R) (a ÷ c) 0.250233 0.305063

All values are in US Dollars.

25 NON-CASH TRANSACTIONS
The Company had transactions that did<br> not represent cash disbursements, and, therefore, these were not presented in the Statement of Cash Flows, as follows:
Transactions
Acquisition<br> of property, plant and equipment not yet paid
26 SUBSEQUENT EVENTS
26.1 Issuance of the eleventh<br> debenture offering
According to the Material Fact disclosed<br> on September 10, 2024, the Company on October 2, 2024 raised funds of R2,800 through the 11th<br> issuance of simple debentures, non-convertible into shares, in a single series, with a maturity<br> period of 5 years at an interest rate of CDI + 1.25% per year, to be paid semiannually until the maturity date. The funds obtained<br> from this issuance were exclusively allocated for liability management, including the prepayment of the total amount of the 2nd<br> series of promissory notes from the Company’s 2nd issuance, as well as the total amount of the 1st<br> series of the Company’s 2nd debenture issuance, which were integrally paid on October 10 and 11, 2024, respectively,<br> in the total amount of R2,843.
26.2 Notice<br> of listing of assets
On October 11, 2024, the Company received a response from the Brazilian Federal Revenue Service, accepting the administrative appeal filed<br>on October 7, 2024 and, thus, canceling the act of September 27, 2024, which listed the Company's assets in the amount of R1,265 due<br>to GPA's tax contingencies.
The Company remains in constant communication<br> with GPA and monitors the matter. GPA recognizes being responsible for its own contingencies and shall hold uninjured and must indemnify<br> the Company for any possible loss due.

All values are in US Dollars.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 1, 2024

Sendas Distribuidora S.A.

By: /s/ Vitor Fagá de Almeida

Name: Vitor Fagá de Almeida

Title: Vice President of Finance and Investor Relations

By: /s/ Gabrielle Helú

Name: Gabrielle Helú

Title: Investor Relations Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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