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6-K

Sendas Distributor S.A. (ASAIY)

6-K 2024-08-08 For: 2024-06-30
View Original
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 August 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 – June 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)
--- ---
ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A.
Corporate information / Capital composition
Number of Shares Current quarter
(Thousands) 6/30/2024
Share Capital
Common 1,351,833
Preferred -
Total 1,351,833
Treasury Shares
Common -
Preferred -
Total -
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
--- --- ---
Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Balance Sheet - Assets
R (in thousands)
Current Quarter Prior year
Account code 6/30/2024 12/31/2023
1 44,074,000 43,177,000
1.01 15,641,000 14,616,000
1.01.01 5,104,000 5,459,000
1.01.03 1,929,000 1,199,000
1.01.03.01 1,929,000 1,199,000
1.01.04 7,242,000 6,664,000
1.01.06 1,085,000 1,100,000
1.01.08 281,000 194,000
1.01.08.03 281,000 194,000
1.01.08.03.01 52,000 48,000
1.01.08.03.03 229,000 146,000
1.02 28,433,000 28,561,000
1.02.01 1,147,000 1,155,000
1.02.01.07 216,000 171,000
1.02.01.09 19,000 23,000
1.02.01.09.04 19,000 23,000
1.02.01.10 912,000 961,000
1.02.01.10.04 539,000 573,000
1.02.01.10.05 37,000 44,000
1.02.01.10.06 220,000 226,000
1.02.01.10.07 116,000 118,000
1.02.02 802,000 864,000
1.02.02.01 802,000 864,000
1.02.02.01.03 802,000 864,000
1.02.03 21,309,000 21,370,000
1.02.03.01 13,183,000 13,148,000
1.02.03.02 8,126,000 8,222,000
1.02.04 5,175,000 5,172,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Balance Sheet - Liabilities
R (in thousands)
Current Quarter Prior year
Account code 6/30/2024 12/31/2023
2 44,074,000 43,177,000
2.01 18,727,000 16,425,000
2.01.01 640,000 624,000
2.01.01.01 81,000 84,000
2.01.01.02 559,000 540,000
2.01.02 10,374,000 12,110,000
2.01.02.01 10,374,000 12,110,000
2.01.02.01.01 9,715,000 9,759,000
2.01.02.01.02 659,000 1,459,000
2.01.02.01.03 - 892,000
2.01.03 336,000 298,000
2.01.04 6,414,000 2,115,000
2.01.04.01 949,000 36,000
2.01.04.02 5,465,000 2,079,000
2.01.05 963,000 1,278,000
2.01.05.02 963,000 1,278,000
2.01.05.02.09 288,000 418,000
2.01.05.02.17 374,000 532,000
2.01.05.02.19 301,000 328,000
2.02 20,520,000 22,122,000
2.02.01 11,318,000 13,069,000
2.02.01.01 926,000 1,947,000
2.02.01.02 10,392,000 11,122,000
2.02.02 8,928,000 8,753,000
2.02.02.02 8,928,000 8,753,000
2.02.02.02.05 25,000 38,000
2.02.02.02.09 8,840,000 8,652,000
2.02.02.02.11 63,000 63,000
2.02.04 242,000 263,000
2.02.06 32,000 37,000
2.02.06.02 32,000 37,000
2.03 4,827,000 4,630,000
2.03.01 1,272,000 1,272,000
2.03.02 72,000 56,000
2.03.04 3,492,000 3,309,000
2.03.08 (9,000) (7,000)

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 6/30/2024 - 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 4/1/2024 to 6/30/2024 1/1/2024 to 6/30/2024 4/1/2023 to 6/30/2023 1/1/2023 to 6/30/2023
3.01 17,871,000 35,093,000 15,984,000 31,080,000
3.02 (14,923,000) (29,343,000) (13,420,000) (26,088,000)
3.03 2,948,000 5,750,000 2,564,000 4,992,000
3.04 (2,071,000) (4,059,000) (1,827,000) (3,636,000)
3.04.01 (1,504,000) (2,920,000) (1,303,000) (2,609,000)
3.04.02 (194,000) (399,000) (177,000) (383,000)
3.04.05 (389,000) (772,000) (359,000) (668,000)
3.04.05.01 (385,000) (764,000) (341,000) (654,000)
3.04.05.03 (4,000) (8,000) (18,000) (14,000)
3.04.06 16,000 32,000 12,000 24,000
3.05 877,000 1,691,000 737,000 1,356,000
3.06 (719,000) (1,479,000) (628,000) (1,258,000)
3.06.01 54,000 97,000 59,000 129,000
3.06.02 (773,000) (1,576,000) (687,000) (1,387,000)
3.07 158,000 212,000 109,000 98,000
3.08 (35,000) (29,000) 47,000 130,000
3.08.01 (55,000) (82,000) 2,000 2,000
3.08.02 20,000 53,000 45,000 128,000
3.09 123,000 183,000 156,000 228,000
3.11 123,000 183,000 156,000 228,000
3.99
3.99.01
3.99.01.01 0.09032 0.13507 0.11535 0.16867
3.99.02
3.99.02.01 0.09005 0.13472 0.11489 0.16815

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 6/30/2024 - 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 4/1/2024 to 6/30/2024 1/1/2024 to 6/30/2024 4/1/2023 to 6/30/2023 1/1/2023 to 6/30/2023
4.01 123,000 183,000 156,000 228,000
4.02 (5,000) (2,000) (5,000) (4,000)
4.02.04 (8,000) (3,000) (8,000) (6,000)
4.02.06 3,000 1,000 3,000 2,000
4.03 118,000 181,000 151,000 224,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 6/30/2024 - 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 6/30/2024 1/1/2023 to 6/30/2023
6.01 549,000 2,634,000
6.01.01 2,793,000 2,510,000
6.01.01.01 183,000 228,000
6.01.01.02 (44,000) (128,000)
6.01.01.03 9,000 7,000
6.01.01.04 806,000 694,000
6.01.01.05 1,536,000 1,389,000
6.01.01.07 (32,000) (24,000)
6.01.01.08 34,000 90,000
6.01.01.10 16,000 9,000
6.01.01.11 (3,000) 3,000
6.01.01.13 288,000 242,000
6.01.02 (2,244,000) 124,000
6.01.02.01 (730,000) (139,000)
6.01.02.02 (866,000) (149,000)
6.01.02.03 49,000 271,000
6.01.02.04 (98,000) (108,000)
6.01.02.05 4,000 (1,000)
6.01.02.06 7,000 8,000
6.01.02.07 (536,000) 526,000
6.01.02.08 16,000 (42,000)
6.01.02.09 38,000 (26,000)
6.01.02.10 (60,000) (34,000)
6.01.02.11 (135,000) (118,000)
6.01.02.12 (27,000) (84,000)
6.01.02.15 94,000 20,000
6.02 (853,000) (1,366,000)
6.02.02 (852,000) (1,362,000)
6.02.03 (19,000) (29,000)
6.02.04 2,000 16,000
6.02.09 16,000 9,000
6.03 (51,000) (2,514,000)
6.03.01 - 2,000
6.03.02 2,300,000 300,000
6.03.03 (199,000) (104,000)
6.03.04 (567,000) (502,000)
6.03.05 - (118,000)
6.03.09 (148,000) (169,000)
6.03.10 (529,000) (476,000)
6.03.11 (12,000) (51,000)
6.03.12 (896,000) (1,396,000)
6.05 (355,000) (1,246,000)
6.05.01 5,459,000 5,842,000
6.05.02 5,104,000 4,596,000

All values are in US Dollars.

(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A.
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2024 to 6/30/2024 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 - 16,000 - - - 16,000
5.04.03 - 16,000 - - - 16,000
5.05 - - - 183,000 (2,000) 181,000
5.05.01 - - - 183,000 - 183,000
5.05.02 - - - - (2,000) (2,000)
5.05.02.07 - - - - (3,000) (3,000)
5.05.02.09 - - - - 1,000 1,000
5.06 - - 183,000 (183,000) - -
5.06.05 - - 183,000 (183,000) - -
5.07 1,272,000 72,000 3,492,000 - (9,000) 4,827,000
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2023 to 6/30/2023 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 2,000 9,000 - - - 11,000
5.04.01 2,000 - - - - 2,000
5.04.03 - 9,000 - - - 9,000
5.05 - - - 228,000 (4,000) 224,000
5.05.01 - - - 228,000 - 228,000
5.05.02 - - - - (4,000) (4,000)
5.05.02.07 - - - - (6,000) (6,000)
5.05.02.09 - - - - 2,000 2,000
5.06 - - 228,000 (228,000) - -
5.06.05 - - 228,000 (228,000) - -
5.07 1,265,000 45,000 2,827,000 - (6,000) 4,131,000

All values are in US Dollars.

1 CORPORATE INFORMATION
Sendas Distribuidora S.A. (“Company” or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão (B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The Company is primarily engaged in the retail and wholesale of food products, bazaar items and other products through its chain of stores, operated under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the State of Rio de Janeiro. As of June 30, 2024, the Company operated 293 stores (288 stores as of December 31, 2023) and 11 distribution centers (11 distribution centers as of December 31, 2023) in the five regions of the country, with operations in 24 states and in the Federal District.
1.1 New matters
2 BASIS OF PREPARATION AND DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION
The interim financial information has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed aligned with the standards approved by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Interim Financial Information.
The interim financial information has been prepared based on the historical cost basis, except for: (i) certain financial instruments; and (ii) assets and liabilities arising from business combinations measured at their fair values, when applicable. In accordance with OCPC 07 - Presentation and Disclosures in General Purpose - Financial Statements, all significant information related to the interim financial information, and only them, is being disclosed and is consistent with the information used by Management in managing of the Company's activities.
The interim financial information is presented in millions of Brazilian Reais (R), which is the Company's functional currency.
The interim financial information for the period ended June 30, 2024 were approved by the Board of Directors on August  8, 2024.
3 MATERIAL ACCOUNTING POLICIES
The material accounting policies and practices applied by the Company to the preparation of the interim financial information are in accordance with those adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December 31, 2023, approved on February 21, 2024 and, therefore, it should be read together.
3.1 Standards, amendments and interpretations
In the period ended June 30, 2024, the new current standards, include the review of CPC 09 (R1) – Statements of Value Added, were evaluated and produced no effect on the interim financial information disclosed, additionally the Company did not adopt in advance the IFRS issued and not yet current.
4 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the interim financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period, however, the uncertainties about these assumptions and estimates may generate results that require substantial adjustments to the carrying amount of the asset or liability in future periods.
The significant assumptions and estimates applied on the preparation of the interim financial information for the period ended June 30, 2024, were the same as those adopted in the financial statements for the year ended December 31, 2023, approved on February 21, 2024, disclosed in note 5.
5 CASH AND CASH EQUIVALENTS
6/30/2024 12/31/2023
Cash and bank accounts 292 352
Cash and bank accounts - Abroad (i) 25 22
Financial investments (ii) 4,787 5,085
5,104 5,459
(i) As of June 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 June 30, 2024, the financial investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with a weighted average interest rate of 97.72% of the CDI - Interbank Deposit Certificate (95.92% of the CDI as of December 31, 2023).
The Company's exposure to interest rate indexes and the sensitivity analysis for these financial assets are disclosed in note 15.3.

All values are in US Dollars.

6 TRADE<br> RECEIVABLES
Note 6/30/2024 12/31/2023
From sales with:
Credit<br> card 6.1 1,300 589
Credit<br> card - related parties (FIC) 9.1 289 211
Ticket 6.1 183 185
Total of credit<br> card and ticket 1,772 985
Slips 109 148
Suppliers<br> and others 60 81
1,941 1,214
Expected credit<br> loss for doubtful accounts 6.2 (12) (15)
1,929 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
June 30, 2024 1,941 1,930 5 6
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 June 30, 2024, the amount of these operations is R1,650 (R2,757 as of December 31, 2023). The amount was derecognized<br> from the balance of trade receivables, since all risks related to the receivables were substantially transferred. The cost to advance<br> these credit card receivables is classified as “Cost and discount of receivables” in note 23.
As of June 30, 2024,<br> the amount of receivables, currently, discountable (credit cards and ticket) is R1,772 (R985 as of December 31,2023).
6.2 Expected<br> credit loss for doubtful accounts
6/30/2024 6/30/2023
At the beginning of the period (15) (11)
Additions (37) (20)
Reversals 40 18
At the end of the period (12) (13)
7 INVENTORIES
6/30/2024 12/31/2023
Stores 6,402 6,033
Distribution centers 1,462 1,237
Commercial agreements (575) (525)
Inventory losses (47) (81)
7,242 6,664
7.1 Commercial<br> agreements
As<br> of June 30, 2024, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R575 (R525<br> as of December 31, 2023).
7.2 Inventory<br> losses
6/30/2024 6/30/2023
At the beginning of the period (81) (68)
Additions (298) (259)
Reversals 10 17
Write-offs 322 266
At the end of the period (47) (44)
8 RECOVERABLE<br> TAXES
Note 6/30/2024 12/31/2023
ICMS 8.1 953 1,085
PIS and COFINS 8.2 381 287
Social Security Contribution<br> - INSS 148 169
Whithholding taxes to<br> be recovered 138 105
Others 4 27
1,624 1,673
Current 1,085 1,100
Non-current 539 573

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 June 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 455
From<br> 1 to 2 years 116
From<br> 2 to 3 years 103
From<br> 3 to 4 years 83
From<br> 4 to 5 years 50
More<br> than 5 years 146
953
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.
In addition to the recorded<br> credits, the Company has contingent tax assets in the amount of R54 related to PIS and COFINS credits.
•<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 June 30, 2024, the Company's management has monitoring controls over the adherence to the annually<br> established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance,<br> in the amount of R381, 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 6/30/2024 12/31/2023 6/30/2024 12/31/2023 6/30/2024 6/30/2023
Joint venture
Financeira<br> Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) 211 19 23 23 28 15 12
211 19 23 23 28 15 12
Current 211 - - 23 28
Non-current - 19 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 June 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 June 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 June 30,<br> 2024 and 2023 as follows (amounts expressed in thousands 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 6,124 5,452 - - - 5,250 6,124 10,702
Statutory officers 8,543 5,466 10,198 7,444 14,170 5,691 32,911 18,601
Executives excluding statutory officers 17,286 15,500 23,646 19,158 9,104 5,845 50,036 40,503
Fiscal council 282 267 - - - - 282 267
32,235 26,685 33,844 26,602 23,274 16,786 89,353 70,073
(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 6/30/2024 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
6/30/2024 12/31/2023
Current assets 1 1
Non-current assets 458 581
Shareholders´<br> equity 459 582
6/30/2024 6/30/2023
Net income for the<br> period 64 47
Investments<br> composition and breakdown
Bellamar
As of December 31,<br> 2022 833
Share<br> of profit of associates 24
Dividends<br> received (20)
As of June 30, 2023 837
As of December 31, 2023 864
Share<br> of profit of associates 32
Dividends<br> received (94)
As of June 30, 2024 802
11 PROPERTY,<br> PLANT AND EQUIPMENT
--- --- --- --- --- --- --- --- --- --- ---
11.1 Breakdown<br> and composition of property, plant and equipment
As<br> of 12/31/2023 Additions<br> (i) Write-off Depreciation Transfers<br> and others As<br> of <br><br> 6/30/2024 Historical<br> cost Accumulated<br> depreciation
Lands 559 - - - - 559 = 559 -
Buildings 777 37 - (11) 98 901 1,069 (168)
Improvements 8,099 287 (4) (248) (82) 8,052 9,783 (1,731)
Machinery and equipment 2,310 149 (2) (133) 15 2,339 3,443 (1,104)
Facilities 270 7 - (19) - 258 437 (179)
Furniture and appliances 903 49 (3) (78) 12 883 1,367 (484)
Constructions in progress 111 13 - - (45) 79 79 -
Others 119 14 - (26) 5 112 274 (162)
13,148 556 (9) (515) 3 13,183 17,011 (3,828)
As<br> of 12/31/2022 Additions<br> (i) Write-off Depreciation Transfers<br> and others As<br> of<br><br> 6/30/2023 Historical<br> cost Accumulated<br> depreciation
Lands 600 17 - - (41) 576 = 576 -
Buildings 730 - - (9) 23 744 893 (149)
Improvements 6,865 845 (21) (205) 5 7,489 8,749 (1,260)
Machinery and equipment 1,440 209 (12) (136) 382 1,883 2,750 (867)
Facilities 585 61 (2) (24) (189) 431 590 (159)
Furniture and appliances 755 70 (2) (53) 85 855 1,185 (330)
Constructions in progress 543 24 (1) - (329) 237 237 -
Others 64 15 - (17) 44 106 216 (110)
11,582 1,241 (38) (444) (20) 12,321 15,196 (2,875)
(i) Includes interest<br> capitalization in the amount of R24 (R170 as of June 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 R24 (R170 as of June 30, 2023). The rate used to calculate<br> the borrowing costs eligible for capitalization was 113.76% (110.70% as of June 30, 2023) of CDI, corresponding to the effective<br> interest rate of borrowings taken by the Company.
11.3 Additions to property,<br> plant and equipment for cash flow purpose
6/30/2023
Additions 1,241
Capitalized borrowing costs (170)
Financing of property,<br> plant and equipment - Additions (1,067)
Financing of property,<br> plant and equipment - Payments 1,358
1,362
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 above are presented to reconcile the acquisitions during the period with the amounts presented in the statement<br> of cash flows net of items that did not impact cash flow.
11.4 Other information
As of June 30, 2024, the Company recorded<br> in the cost of sales and services the amount of R42 (R40 as of June 30, 2023), relating to the depreciation of machinery, buildings<br> 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 June 30, 2024.

All values are in US Dollars.

12 INTANGIBLE
12.1 Breakdown<br> and composition of intangible assets
As<br> of 12/31/2023 Additions Write-off Amortization As<br> of 6/30/2024 Historical<br> cost Accumulated<br> amortization
Goodwill 618 - - - 618 871 (253)
Software 63 19 (1) (11) 70 = 198 (128)
Commercial rights 4,452 - - (4) 4,448 4,491 (43)
Trade name 39 - - - 39 39 -
5,172 19 (1) (15) 5,175 5,599 (424)
As<br> of 12/31/2022 Additions Amortization As<br> of 6/30/2023 Historical<br> cost Accumulated<br> amortization
Goodwill 618 - - 618 = 871 (253)
Software 76 12 (10) 78 163 (85)
Commercial rights 4,267 17 (4) 4,280 4,316 (36)
Trade name 39 - - 39 39 -
5,000 29 (14) 5,015 5,389 (374)
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 June 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 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 June 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 6/30/2024 Historical<br> cost Accumulated<br> amortization
Buildings 8,203 8 180 (5) (273) (3) 8,110 10,050 (1,940)
Equipment 3 - - - (2) - 1 = 44 (43)
Assets and rights 16 - - - (1) - 15 28 (13)
8,222 8 180 (5) (276) (3) 8,126 10,122 (1,996)
As<br> of 12/31/2022 Additions Remeasurement Write-off Amortization Transfers<br> and others As<br> of 6/30/2023 Historical<br> cost Accumulated<br> amortization
Buildings 7,593 27 221 (109) (232) (21) 7,479 = 9,033 (1,554)
Equipment 8 - - - (3) - 5 56 (51)
Assets and rights 18 - - - (1) - 17 28 (11)
7,619 27 221 (109) (236) (21) 7,501 9,117 (1,616)
13.2 Lease<br> liabilities
--- --- --- --- --- ---
13.2.1 Minimum<br> future payments and potential right of PIS and COFINS
Lease contracts totaled<br> R9,214 as of June 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:
6/30/2024 12/31/2023
Lease<br> liabilities - minimum payments
Less<br> than 1 year 374 532
From<br> 1 to 5 years 1,770 1,702
More<br> than 5 years 7,070 6,950
Present<br> value of lease liabilities 9,214 9,184
Current 374 532
Non-current 8,840 8,652
Future<br> financing charges 12,942 13,164
Gross<br> amount of financial lease agreements 22,156 22,348
PIS<br> and COFINS embedded in the present value of lease agreements 560 558
PIS<br> and COFINS embedded in the gross value of lease agreements 1,347 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 12.15% in the<br> period ended June 30, 2024 (12.12% as of December 31, 2023).
Had the Company adopted<br> the calculation methodology projecting the inflation embedded in the nominal incremental rate and discounted to present value at<br> the nominal incremental rate, the average percentage of inflation to be projected by year would be approximately 6.69% (6.72% as<br> of December 31, 2023). The average term of the agreements analyzed as of June 2024 is 17 years (as of December 31, 2023  is<br> 18 years).
13.2.2 Lease<br> liability roll forward
Amount
As of December 31,<br> 2022 8,360
Addition<br> - Lease 27
Remeasurement 221
Interest<br> provision 477
Principal<br> amortization (169)
Interest<br> amortization (476)
Write-off<br> due to early termination of agreement (120)
As of June 30, 2023 8,320
Amount
As of December 31,<br> 2023 9,184
Addition<br> - Lease 8
Remeasurement 180
Interest<br> provision 525
Principal<br> amortization (148)
Interest<br> amortization (529)
Write-off<br> due to early termination of agreement (6)
As of June 30, 2024 9,214
13.3 Result<br> on variable rentals and subleases
6/30/2023
(Expenses) revenues of the period:
Variables (1% to 2%<br> of sales) (10)
Subleases (i) 44
(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)/IFRS16 - Leases, in the measurement and remeasurement<br> of its right of use, using the discounted cash flow model, without considering inflation.
To safeguard the faithful<br> representation of information to meet the requirements of CPC 06 (R2)/IFRS16 - 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.

All values are in US Dollars.

6/30/2024 12/31/2023
Real flow
Right-of-use assets 8,127 8,222
Lease liabilities 22,156 22,348
Embedded interest (12,942) (13,164)
9,214 9,184
Inflated flow
Right-of-use assets 12,776 12,776
Lease liabilities 35,673 35,568
Embedded interest (19,265) (19,354)
16,408 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> June 30, 2024
Year Nominal<br> tax Projected<br> inflation
Within 1 year 12.23% 3.17%
From 1 to 2 years 12.26% 3.27%
From 2 to 3 years 12.29% 3.56%
From 3 to 4 years 12.32% 3.56%
From 4 to 5 years 12.35% 3.56%
More than 5 years 12.55% 3.56%
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 6/30/2024 12/31/2023
Trade payables
Products 10,017 10,363
Acquisition<br> of property, plant and equipment 76 158
Service 172 150
Service<br> - related parties (FIC) 9.1 23 28
Bonuses<br> from suppliers 14.1 (548) (902)
9,740 9,797
Trade payables - Agreements
Products 14.2 510 1,070
Acquisition<br> of property, plant and equipment 14.2 149 389
Acquisition<br> of hipermarkets (i) - 892
659 2,351
10,399 12,148
Current 10,374 12,110
Non-current 25 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.
14.2 Agreements<br> among suppliers, the Company and banks
The Company has agreements<br> signed with financial institutions, through which suppliers of products, capital goods and services have the possibility of receiving<br> in advance their amounts receivable,  also named “forfait” / “confirming”.  The financial<br> institutions become creditors of the operation and the Company settles the payments under the same conditions as those originally<br> agreed with the supplier.

All values are in US Dollars.

Management, based on<br> CPC 3 (R2)/IAS 7 and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering that<br> receiving in advance is an exclusive decision of the supplier and, for the Company, there are no changes in the original term negotiated<br> with the supplier, nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow of its<br> suppliers without the Company having to advancing payments. Management evaluated the potential effects of adjusting these operations<br> to present value and concluded that the effects are immaterial for measurement and disclosure.
These balances are classified<br> as "Trade payables - Agreements" and the cash flow from these operations is presented as operating in the statement of<br> cash flows.
Additionally, there is<br> no exposure to any financial institution individually related to these operations and these liabilities are not considered net debt<br> and do not have restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring to<br> the premium for referring suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in the<br> line "Revenue from anticipation of payables", in the amount of R28 as of June 30, 2024 (R17 as of June 30, 2023), representing<br> 1.64% of the volume of transactions occurred during 2024 (1.24% in period ended June 30, 2023).
As of June 30, 2024,<br> the balance payable related to these operations is R659 (R1,459 as of December 31, 2023).
The balances of trade<br> payables and trade payables – agreement are similar and do not exceed the expiration date of 120 days as of June 30, 2024.
15 FINANCIAL<br> INSTRUMENTS
The main financial instruments<br> and their amounts ​​recorded in the interim financial information, by category, are as follows:
Amortized<br> cost Fair<br> value FVTOCI<br> (i) As<br> of 6/30/2024
Financial assets
Cash<br> and cash equivalents 5,104 - - 5,104
Related<br> parties 19 - - 19
Trade<br> receivables and other accounts receivables 332 - - 332
Gain<br> on financial instruments at fair value - 272 - 272
Trade<br> receivables with credit card and ticket - - 1,772 1,772
Financial liabilities
Other<br> accounts payable (232) - - (232)
Trade<br> payables and trade payables - agreements (10,399) - - (10,399)
Borrowings (1,840) - - (1,840)
Debentures<br> and promissory notes (12,630) - - (12,630)
Lease<br> liabilities (9,214) - - (9,214)
Borrowings<br> and debentures - (3,242) - (3,242)
Loss<br> of financial instruments at fair value - (20) - (20)
Net exposure (28,860) (2,990) 1,772 (30,078)
Amortized<br> cost Fair<br> value FVTOCI<br> (i) As<br> of 12/31/2023
Financial assets
Cash<br> and cash equivalents 5,459 - - 5,459
Related<br> parties 23 - - 23
Trade<br> receivables and other accounts receivables 396 - - 396
Gain<br> on financial instruments at fair value - 274 - 274
Trade<br> receivables with credit card and ticket - - 985 985
Financial liabilities
Other<br> accounts payable (216) - - (216)
Trade<br> payables and trade payables - agreements (12,148) - - (12,148)
Borrowings (1,943) - - (1,943)
Debentures<br> and promissory notes (10,051) - - (10,051)
Lease<br> liabilities (9,184) - - (9,184)
Borrowings<br> and debentures - (3,182) - (3,182)
Loss<br> of financial instruments at fair value - (8) - (8)
Net exposure (27,664) (2,916) 985 (29,595)
(i) Fair Value Through<br> Other Comprehensive Income - FVTOCI.
The fair value of other<br> financial instruments detailed in the table above approximates the carrying amount based on the existing payment terms and conditions.<br> The financial instruments measured at amortized cost, the fair values of wich differ from the carrying amounts, are disclosed in<br> note 15.4.

All values are in US Dollars.

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 investiments 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 93%  brAAA and 7% brAA+.
•<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 Capital risk management
The main objective of the Company’s<br> capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio, in order to support<br> businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments considering the changes<br> in the economic conditions.
The capital structure is as follows:
6/30/2024 12/31/2023
Borrowings, debentures<br> and promissory notes (17,732) (15,184)
(-) Cash and cash equivalents 5,104 5,459
(-) Derivative financial<br> instruments 272 274
Net debt (12,356) (9,451)
Shareholders’<br> equity 4,827 4,630
% Net debt to shareholders’<br> equity 256% 204%
15.1.4 Liquidity risk management
The Company manages<br> liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities.
The table below summarizes the aging profile<br> of the Company’s financial liabilities as of June 30, 2024.
Less<br> than 1 year From<br> 1 to 5 years More<br> than 5 years Total
Borrowings 1,110 1,082 - 2,192
Debenture and promissory<br> notes 6,846 9,588 4,019 20,453
Derivative financial<br> instruments (101) (343) (138) (582)
Lease liabilities 1,425 6,410 14,321 22,156
Trade payables 9,717 28 - 9,745
Trade payables - Agreements 659 - - 659
Other accounts payable 190 - 42 232
19,846 16,765 18,244 54,855
The information was<br> prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company may be required<br> to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted amount<br> is obtained based on interest rate curves for the period ended June 30, 2024. Therefore, certain balances presented do not agree<br> with the balances presented in the balance sheets.
15.2 Derivative<br> financial instruments
--- --- --- --- --- --- --- --- ---
Notional<br> value Fair<br> value
6/30/2024 12/31/2023 6/30/2024 12/31/2023
Swap of hedge
Hedge<br> purpose (debt) 2,885 2,956 3,157 3,230
Long Position
Fixed<br> rate 35 106 38 110
Hedge<br> - CRI 2,850 2,850 3,119 3,120
Short Position (2,885) (2,956) (2,905) (2,964)
Net hedge position - - 252 266
Realized<br> and unrealized gains and losses on these contracts during the period ended June 30, 2024 are recorded as net financial results and<br> the balance receivable at fair value is R252 (balance receivable of R266 as of December 31, 2023). The assets are recorded as “derivative<br> financial instruments” and the liabilities as “debentures”.
The<br> effects of the hedge at fair value through income for the period ended June 30, 2024, resulted in a loss of R83 (loss of R17 as<br> of June 30, 2023), recorded under cost of debt, see note 23.
The<br> consolidated position of outstanding derivative financial instrument transactions is presented in the table below:
Description Reference<br> value Maturity 6/30/2024 12/31/2023
Debt
IPCA - BRL R$1,972 2028, 2029 and 2031 263 267
Interest rate swaps registered at CETIP
Pre-fixed rate x CDI R$879 2027 (14) (5)
Pre-fixed rate x CDI R$17 2027 2 2
Pre-fixed rate x CDI R$17 2027 1 2
Derivatives - Fair<br> value hedge - Brazil 252 266
15.3 Sensitivity<br> analysis of financial instruments
According<br> to Management's assessment, the possible reasonable changes  scenario considered was, on the maturity date of each transaction,<br> the  market curves (interest) of B3.
To<br> determine the possible relevant change in the relevant risk variable, Management considered the economic environment in which it<br> operates. Therefore, in scenario  (I) there is no impact on the fair value of financial instruments and the weighted interest<br> rate (CDI) was 11.19% per year. For scenarios (II) and (III), for the exclusive purpose of sensitivity analysis, Management considered<br> a deterioration of 5% and 10%, respectively, in the risk variables, up to one year of the financial instruments, with the aim of<br> demonstrating the sensitivity of the Company's results in an adverse scenario.
In<br> the case of derivative financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied<br> by the respective hedges, indicating that the effects are not significant.
The<br> Company disclosed the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial<br> instruments in the sensitivity analysis table below, for each of the mentioned scenarios:
Market<br> projections
Transactions Risk<br><br> (Rate Increase) As<br> of 6/30/2024 Scenario<br> <br><br> (I) Scenario<br> <br><br> (II) Scenario<br> <br><br> (III)
Borrowings CDI + 1.74%  per<br> year (1,847) (204) (214) (224)
Borrowings (fixed rate) CDI + 0.20% per<br> year (35) (4) (4) (4)
Debentures and promissory notes CDI + 1.42% per<br> year (16,004) (1,767) (1,855) (1,944)
Total net effect (loss) (17,886) (1,975) (2,073) (2,172)
Cash equivalents 97.72% of the CDI 4,787 536 562 589
Net exposure loss (13,099) (1,439) (1,511) (1,583)
15.4 Fair<br> value measurement
The<br> Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized<br> cost, the fair value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement<br> and disclosure requirements. The fair value hierarchy levels are defined below:
Level<br> 1: fair value measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities<br> to which the entity may have access at the measurement date.
Level<br> 2: fair value measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either<br> directly or indirectly, except quoted prices included in Level 1.
Level<br> 3: fair value measurement at the balance sheet date using non-observable data for the asset or liability.
The<br> fair values of cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts.

All values are in US Dollars.

The<br> table below sets forth the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments<br> measured at 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
6/30/2024 12/31/2023 6/30/2024 12/31/2023
Trade receivables with credit card and<br> ticket 1,772 985 1,772 985
Interest rate swaps (11) (1) (11) (1)
Interest rate swaps<br> - CRI 263 267 263 267
Borrowings and<br> debentures (fair value) (3,242) (3,182) (3,242) (3,182)
Borrowings, debentures<br> and promissory notes (amortized cost) (14,470) (11,994) (14,164) (11,716)
(15,688) (13,925) (15,382) (13,647)
There<br> were no change between fair value measurement hierarchy levels during the period ended June 30, 2024.
Interest<br> rate swaps, borrowings and debentures are classified in Level 2 since the fair value of such financial instruments was determined<br> based on readily observable inputs, such as expected interest rate.
15.5 Borrowings
15.5.1 Debt<br> breakdown
Average<br> rate 6/30/2024 12/31/2023
Debentures<br> and promissory notes CDI + 1.42 % per<br> year 16,004 13,378
Borrowing<br> costs (167) (185)
15,837 13,193
Derivative financial<br> instruments - <br><br> Debentures and promissory notes
Swap<br> contracts CDI + 0.90 % per<br> year (269) (270)
Swap<br> contracts CDI + 1.32 % per<br> year 20 8
(249) (262)
Borrowings in domestic<br> currency
Working<br> capital CDI + 0.20% per year 35 40
Working<br> capital CDI + 1.74% per<br> year 1,847 1,952
Borrowing<br> costs (7) (9)
1,875 1,983
Derivative financial<br> instruments - <br><br> Domestic currency
Swap<br> contracts CDI + 0.20% per<br> year (3) (4)
(3) (4)
Total of borrowings, debentures and promissory notes 17,460 14,910
Current asset (52) (48)
Non-current asset (220) (226)
Current liabilities 6,414 2,115
Non-current liabilities 11,318 13,069
15.5.2 Roll<br> forward of borrowings
Amount
Balance as of December 31, 2022 12,409
Funding 300
Borrowing<br> costs (51)
Interest<br> provision 869
Swap<br> contracts 45
Mark-to-market (28)
Exchange<br> rate and monetary variation (20)
Borrowing<br> costs amortization 18
Interest<br> amortization (502)
Principal<br> amortization (5)
Swap<br> amortization (99)
Balance as of June 30, 2023 12,936
Amount
Balance as of December 31, 2023 14,910
Funding 2,300
Borrowing<br> costs (12)
Interest<br> provision 912
Swap<br> contracts (8)
Mark-to-market 91
Exchange<br> rate and monetary variation 1
Borrowing<br> costs amortization 32
Interest<br> amortization (567)
Principal<br> amortizations (131)
Swap<br> amortization (68)
Balance as of June 30, 2024 17,460
15.5.3 Schedule<br> of non-current maturities
--- --- --- --- --- --- --- --- --- --- --- ---
Maturity Amount
From<br> 1 to 2 years 1,228
From<br> 2 to 3 years 1,425
From<br> 3 to 4 years 4,794
From<br> 4 to 5 years 2,686
More<br> than 5 years 1,087
11,220
Borrowing<br> cost (122)
11,098
15.6 Debentures<br> and promissory notes
Date
Issue<br> amount (in thousands) Outstanding<br> debentures (units) Issue Maturity Annual<br> financial charges Unit<br> price (in Reais) 6/30/2024 12/31/2023
First Issue of Promissory Notes - 5^th^series 200 4 7/4/2019 7/4/2024 CDI + 0.72% per<br> year 76,314,890 305 289
First Issue of Promissory Notes - 6^th^series 200 4 7/4/2019 7/4/2025 CDI + 0.72% per<br> year 76,314,890 305 289
Second Issue of Debentures - 1^st^series 940,000 940,000 6/1/2021 5/20/2026 CDI + 1.70% per<br> year 1,013 952 954
Second Issue of Debentures - 2^nd^series 660,000 660,000 6/1/2021 5/22/2028 CDI + 1.95% per<br> year 1,013 669 670
Second Issue of Promissory Notes - 1^st^series 1,250,000 1,250,000 8/27/2021 8/27/2024 CDI + 1.47% per<br> year 1,425 1,782 1,681
Second Issue of Promissory Notes - 2^nd^series 1,250,000 1,250,000 8/27/2021 2/27/2025 CDI + 1.53% per<br> year 1,428 1,784 1,683
Third Issue of Debentures<br> - 1^st^ series<br> - CRI 982,526 982,526 10/15/2021 10/16/2028 IPCA + 5.15% per<br> year 1,174 1,153 1,122
Third Issue of Debentures<br> - 2^nd^ series<br> - CRI 517,474 517,474 10/15/2021 10/15/2031 IPCA + 5.27% per<br> year 1,174 608 591
Fourth Issue of Debentures<br> - single series 2,000,000 2,000,000 1/7/2022 11/26/2027 CDI + 1.75% per<br> year 1,011 2,021 2,024
First Issue of Commercial Paper Notes -<br> single series 750,000 750,000 2/10/2022 2/9/2025 CDI + 1.70% per<br> year 1,045 784 790
Fifth Issue of Debentures<br> - single series - CRI 250,000 250,000 4/5/2022 3/28/2025 CDI + 0.75% per<br> year 1,026 258 258
Sixth Issue of Debentures<br> - 1^st^ series<br> - CRI 72,962 72,962 9/28/2022 9/11/2026 CDI + 0.60% per<br> year 1,031 75 76
Sixth Issue of Debentures<br> - 2^nd^ series<br> - CRI 55,245 55,245 9/28/2022 9/13/2027 CDI + 0.70% per<br> year 1,031 58 58
Sixth Issue of Debentures<br> - 3^rd^ series<br> - CRI 471,793 471,793 9/28/2022 9/13/2029 IPCA + 6.70% per<br> year 1,107 522 508
Second Issue of Commercial Paper Notes<br> - single series 400,000 400,000 12/26/2022 12/26/2025 CDI + 0.93% per<br> year 1,209 484 458
Seventh Issue of Debentures<br> - 1^st^ series<br> - CRI 145,721 145,721 7/25/2023 7/15/2026 CDI + 1.00% per<br> year 1,052 152 154
Seventh Issue of Debentures<br> - 2^nd^ series<br> - CRI 878,503 878,503 7/25/2023 7/15/2027 Pré 11.75%<br> per year 1,052 924 921
Seventh Issue of Debentures<br> - 3^rd^ series<br> - CRI 46,622 46,622 7/25/2023 7/17/2028 CDI + 1.15% per<br> year 1,053 50 50
Eighth Issue of Debentures<br> - 1^st^ series 400,000 400,000 12/22/2023 12/22/2027 CDI + 1.85% per<br> year 1,002 401 401
Eighth Issue of Debentures<br> - 2^nd^ series 400,000 400,000 12/22/2023 12/22/2028 CDI + 1.95% per<br> year 1,002 401 401
Ninth Issue of Debentures<br> - single serie 500,000 500,000 3/28/2024 3/26/2029 CDI + 1.25% per<br> year 1,028 514 -
Tenth Issue of Debentures<br> - single serie 1,800,000 1,800,000 6/25/2024 6/20/2029 CDI + 1.25% per<br> year 1,001 1,802 -
Borrowing costs (167) (185)
15,837 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 Guarantees
As<br> of June 30, 2024, the Company has no guarantees related to its borrowing agreement.
15.8 Swap<br> contracts
The<br> Company uses swap operations for 100% of its borrowings denominated in fixed interest rates and IPCA, exchanging these liabilities<br> for the CDI (floating) interest rates. The annual average rate at CDI as of June 30, 2024 was 11.74% (13.04% as of December 31, 2023).
15.9 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 June 30, 2024,<br> 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 94 7 114
Reversals (21) (3) (24)
Payments (26) (4) (34)
Monetary<br> correction 4 2 7
Balance as of June 30, 2023 137 26 228
Restricted deposits for legal proceedings (22) (9) (35)
Net provision for restricted deposits 115 17 193
Social<br> security and labor Civil Total
Balance as of December 31, 2023 163 38 263
Additions 102 8 116
Reversals (45) (5) (82)
Payments (46) (5) (60)
Monetary<br> correction 9 4 5
Balance as of June 30, 2024 183 40 242
Restricted deposits for legal proceedings (6) (10) (17)
Net provision for restricted deposits 177 30 225
Of the total amount<br> of the table above, R43 (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, R18 labor claims and R21 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 June 30, 2024 is R19 (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 June 30, 2024, the Company<br> recorded a provision of R183 (R163 as of December 31, 2023), referring to a potential risk of loss relating to labor claims. Management,<br> with the assistance of its legal counsel, assesses these claims and records provisions for losses when reasonably estimated, considering<br> previous experiences in relation to amounts claimed.
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 June 30, 2024, the amount of the provision for these lawsuits is R33 (R32 as of December<br> 31, 2023), for which there are no restricted deposits for legal proceedings.

All values are in US Dollars.

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 June 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 June 30, 2024, is R40 (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,to<br> the following subjects:
6/30/2024 12/31/2023
Tax<br> on Financial Transactions (IOF) – payment differences. 14 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. 852 783
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. 1,160 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 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. 25 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. 66 98
Compensation<br> linked to the external legal counsel's success fee if all the proceedings were concluded in favor of the Company. 26 20
2,161 2,173
Of the total amount<br> in the table above, R1,135 (R1,494 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016,<br> pursuant to contractual provisions, namely: R1,071 tax claims and R64 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 June 30, 2024, there are still two lawsuits in progress and, given the subjectivity of the<br> 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 June 30, 2024, the amount involved was R894 (R917 as of December 31,<br> 2023).
Of the total amount above, R238 is the<br> responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions (R337 as of December 31, 2023).
16.5 Guarantees
The Company provided bank guarantees and<br> insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below:
Lawsuits 6/30/2023
Tax 981
Labor 80
Civil<br> and others 495
1,556
The cost of guarantees as of June 30,<br> 2024 is approximately 0.19% per year of the amount of the lawsuits (0.26% as of June 30, 2023) and is recorded as a financial expense.
16.6 Restricted deposits for<br> legal proceedings
The Company is challenging the payment<br> of certain taxes, contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final court decisions,<br> as well as judicial deposits related to the provision for legal claims.

All values are in US Dollars.

The Company recorded<br> amounts referring to judicial deposits in its assets as follows.
Lawsuits 6/30/2024 12/31/2023
Tax 19 18
Labor 8 16
Civil and others 10 10
37 44
17 DEFERRED<br> REVENUES
6/30/2024 12/31/2023
Commercial agreement<br> with suppliers (i) 201 385
Commercial agreement<br> - payroll (ii) 42 48
Marketing 77 22
320 455
Current 288 418
Non-current 32 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
6/30/2024 6/30/2023
Income before income tax and social contribution 212 98
Expense of income tax and social contribution,<br> for nominal rate (34%) (72) (33)
Adjustments to reflect the effective rate
Tax fines (3) (1)
Share of profits 11 8
ICMS subsidy - tax incentives (i) 21 151
Monetary correction credits 13 6
Other permanent differences 1 (1)
Effective income tax and social contribution (29) 130
Income tax and social contribution for the period
Current (82) 2
Deferred 53 128
(Expenses) benefits of income tax and social contribution (29) 130
Effective rate 13.7% -132.7%
(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:
6/30/2024 12/31/2023
Assets Liabilities Net Assets Liabilities Net
Deferred<br> income tax and social contribution
Tax<br> losses 340 - 340 385 - 385
Provision<br> for legal proceedings 74 - 74 81 - 81
Swap - (92) (92) - (66) (66)
Goodwill<br> tax amortization - (317) (317) - (317) (317)
Mark-to-mark 6 - 6 - (25) (25)
Property,<br> plant and equipment and intangible assets 11 - 11 10 - 10
Unrealized<br> losses with tax credits - (6) (6) - (15) (15)
Provision<br> of inventory 19 - 19 30 - 30
Borrowing<br> costs - (59) (59) - (66) (66)
Lease<br> net of right of use 3,105 (2,922) 183 3,085 (2,961) 124
Compensation<br> program 37 - 37 10 - 10
Others 20 - 20 20 - 20
Gross<br> deferred income tax and social contribution assets (liabilities) 3,612 (3,396) 216 3,621 (3,450) 171
Compensation (3,396) 3,396 - (3,450) 3,450 -
Deferred<br> income tax and social contribution assets (liabilities), net 216 - 216 171 - 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 the recovery of<br> these credits as follows:
--- --- --- --- --- --- --- --- --- --- --- ---
Years Amounts
Within 1 year 271
From 1 year to 2 years 213
From 2 years to 3 years 18
From 3 years to 4 years 1
More than 5 years 3,109
3,612
18.3 Roll forward of deferred<br> income tax and social contribution
6/30/2024 6/30/2023
At<br> the beginning of the period 171 6
Benefits<br> in the period 53 128
Income<br> tax effect 1 2
Others (9) -
At<br> the end of the period 216 136
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
1,349,165,394 1,263
59,870 1
1,031,232 1
1,091,102 2
1,350,256,496 1,265
1,351,833,200 1,272
19.2 Tax incentive reserve
Tax incentive reserves by the States were<br> considered investment subsidies, wich 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 June 30,<br> 2024, the Company recorded net profit in the amount of R183, this amount being fully allocated to the tax incentive reserve and<br> R46 to be constituted as profits are determined in subsequent periods.
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:
6/30/2024
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 (20) (45) 298
C8 5/31/2021 6/1/2024 13.39 363 (20) (45) 298
B9 5/31/2022 6/1/2025 0.01 2,163 (358) - 1,805
C9 5/31/2022 6/1/2025 12.53 1,924 (119) - 1,805
B10 (i) 5/31/2023 6/1/2026 0.01 1,390 - - 1,390
C10 (i) 5/31/2023 6/1/2026 11.82 1,390 - - 1,390
B11 (i) 5/31/2024 6/1/2027 0.01 1,294 - - 1,294
C11 (i) 5/31/2024 6/1/2027 10.62 1,294 - - 1,294
10,181 (517) (90) 9,574
(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.

All values are in US Dollars.

The table below shows<br> the maximum percentage of dilution to which current shareholders could eventually be subject to in the event that all options granted<br> are exercised until June 30, 2024:
6/30/2024
(in<br> thousands)
Number<br> of shares 1,351,833
Balance<br> of effective series granted 9,574
Maximum<br> percentage of dilution 0.71%
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% 11<br> months
C9
B10 1.31% 35.32% 10.87% 23<br> months
C10
B11 0.77% 37.32% 11.28% 35<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
Outstanding<br> at the end of the period 9,574 5.52
Total to be exercised<br> as of June 30, 2024 9,574 5.52
The amount recorded in<br> the statement of operations for the period ended June 30, 2024 was R13 (R15 as of June 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).
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 June 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 R7 (R4 as of December 31, 2023) and the total expense recognized, including payroll charges, was R3 (there is<br> no amount recorded as of June 30, 2023) and the fair value of this plan in that date was R31, including charges.

All values are in US Dollars.

19.3.4 “Sócio<br> Executivo” program
At the Ordinary and Extraordinary General<br> Meeting held on April 26, 2024, the shareholders approved the Company's “Sócio Executivo” Program, intended to<br> 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 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.
Through the “Sócio Executivo”<br> Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,036,664 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.
On May 1, 2024, 17,411,612 shares were<br> granted, with a fair value of R11.35.
As of June 30, 2024, the amount recognized<br> in income for the period was R6 (there is no amount recorded as of June 30, 2023) and the fair value of this plan in that date was<br> R266, including charges.

All values are in US Dollars.

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.
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.
On May 31, 2024, 1,094,759 shares were<br> granted, with a fair value of R11.90 for the 3rd year, R11.81 for the 4th year, and R11.72 for the 5th year.
As of June 30, 2024, the amount recognized<br> in income for the period was R391 thousand (there is no amount recorded as of June 30, 2023) and the fair value of this plan in<br> that date was R17, 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 Righ to Receive Company Shares, see note 19.3.5. The shares will be acquired through the stock market at market<br> price.

All values are in US Dollars.

20 NET OPERATING<br> REVENUE
6/30/2024 6/30/2023
Gross operating revenue
Goods 38,161 34,003
Services<br> rendered and others 134 117
38,295 34,120
(-) Revenue deductions
Returns<br> and sales cancellation (81) (65)
Taxes (3,121) (2,975)
(3,202) (3,040)
Net operating revenue 35,093 31,080
21 EXPENSES<br> BY NATURE
6/30/2024 6/30/2023
Inventory cost (28,818) (25,610)
Personnel expenses (2,154) (1,971)
Outsourced services (196) (166)
Selling expenses (553) (487)
Functional expenses (670) (588)
Other expenses (271) (258)
(32,662) (29,080)
Cost of sales (29,343) (26,088)
Selling expenses (2,920) (2,609)
General and administrative expenses (399) (383)
(32,662) (29,080)
22 OTHER<br> OPERATING EXPENSES, NET
6/30/2024 6/30/2023
Result with property, plant and equipment<br> and leases (9) (7)
Expense related to legal proceedings 1 (1)
Restructuring expenses and others - (6)
(8) (14)
23 NET FINANCIAL<br> RESULT
6/30/2024 6/30/2023
Financial revenues
Cash<br> and cash equivalents interest 35 74
Monetary<br> correction assets 29 31
Revenue<br> from anticipation of payables 28 17
Other<br> financial revenues 5 7
Total financial revenues 97 129
Financial expenses
Cost<br> of debt (921) (798)
Mark-to-market<br> (loss) gain (91) 28
Cost<br> and discount of receivables (65) (49)
Monetary<br> correction liabilities 6 (148)
Interest<br> on lease liabilities (501) (410)
Other<br> financial expenses (4) (10)
Total financial expenses (1,576) (1,387)
(1,479) (1,258)
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 the determination<br> of the net income for the period available to holders of outstanding common shares to calculate the basic earnings and diluted earnings<br> per share in each period presented:
--- --- --- --- ---
6/30/2023
Net<br> income allocated available to holders of common shares (a) 228 !
Weighted<br> average of the number of shares 1,350
Basic<br> denominator (million of shares) (b) 1,350
Weighted<br> average of stock option 4
Diluted<br> denominator (million of shares) (c) 1,354
Basic<br> earnings per million shares (R) (a ÷ b) 0.168674
Diluted<br> earnings per million shares (R) (a ÷ c) 0.168146
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 Note
Acquisition<br> of property, plant and equipment not yet paid 11.3
26 SUBSEQUENT EVENTS
26.1 Capital contribution
At the meeting of the Board of Directors,<br> held on August 8, 2023, the Company approved, observing the authorized capital limit, the capital contribution in the amount of R3<br> through the issuance of 256,799 common shares.

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: August 8, 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.