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6-K

Cosan S.A. (CSAN)

6-K 2024-11-13 For: 2024-09-30
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

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

Securities Exchange Act of 1934

For the month of November 2024

Commission File Number: 333-251238

COSAN S.A.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

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

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

Form 20-F ☒ Form 40-F ☐

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

Yes ☐ No ☒

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

Yes ☐ No ☒


Graphics

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Table of Contents

CONTENT

Independent auditor’s review report on the individual and consolidated interim financial information 3
Statements of financial position 5
Statements of profit or loss 7
Statements of comprehensive income 8
Statement of changes in equity 9
Statement of cash flow 11
Statement of value added 13
1. Operations 14
2. Relevant events in the period 15
3. Statement of compliance and accounting polices 19
3.1. Reclassification in the income statement 20
4. Segment information 22
5. Financial assets and liabilities 31
5.1. Restrictive clauses 32
5.2. Cash and cash equivalents 34
5.3. Marketable securities and restricted cash 35
5.4. Loans, borrowings and debentures 36
5.5. Leases liabilities 42
5.6. Derivative financial instruments 43
5.7. Trade receivables 47
5.8. Related parties 48
5.9. Trade payables 51
5.10. Sectorial financial assets and liabilities 51
5.11 Recognized fair value measurements 52
5.12. Financial risk management 53
6. Other current tax receivable 59
7. Inventories 59
8. Assets and liabilities held for sale 59
9. Investments in subsidiaries and associates 63
9.1. Investments in subsidiaries and associates 63
9.2. Non-controlling interests in subsidiaries 67
9.3. Acquisition of subsidiaries 69
10. Investments in joint venture 70
11. Property, plant and equipment, intangible assets and goodwill, contract assets, right-of-use and investment properties 71
11.1. Property, plant and equipment 71
11.2. Intangible assets and goodwill 73
11.3. Contract asset 74
11.4 Right-of-use assets 75
11.5. Investments properties 76
12. Commitments 76
13. Concessions payable 77
14. Other taxes payable 78
15. Income taxes 79
16. Provision for proceedings and judicial deposits 83
17. Shareholders’ equity 87
18. Earnings per share 89
19.  Net sales 90
20. Costs and expenses by nature 91
21. Other income (expenses), net 92
22. Finance results, net 93
23. Post-employment benefits 94
24. Share-based payment 94
25.  Subsequent events 97
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Table of Contents

INDEPENDENT AUDITOR’S REVIEW REPORT ON THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION

To the

Shareholders, Board Members and Management of

Cosan S.A.

São Paulo - SP

Introduction

We have reviewed the individual and consolidated interim financial information of Cosan S.A. (“Company”), included in the quarterly information, for the quarter ended September 30, 2024, which comprises the individual and consolidated interim statement of financial position as at September 30, 2024, and the respective individual and consolidated interim statements of profit or loss and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the notes to the financial information.

The Company’s and its controlled companies’ Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with NBC TG 21 (R4) and with International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and for the presentation of this interim financial information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to quarterly information. Our responsibility is to express a conclusion on the individual and consolidated interim financial information based on our review.

Scope of the review

We conducted our review in accordance with Brazilian and international standards on review engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial information consists principally of applying analytical and other review procedures and making enquiries of and having discussions with persons responsible for financial and accounting matters. An interim review is substantially less in scope than an audit conducted in accordance with auditing standards and does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit. Accordingly, we do not express such an audit opinion.

Conclusion on the individual and consolidated interim financial information

Based on our review, we are not aware of any fact that would leads us to believe that the individual and consolidated interim financial information included in the accompanying Quarterly Information has not been prepared, in all material respects, in accordance with NBC TG 21 (R4) and IAS 34, applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by CVM.

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Other matters

Individual and consolidated interim statements of value added – Supplementary information

The interim financial information referred to above includes the individual and consolidated statements of value added for the nine-month period ended September 30, 2024, prepared under the responsibility of the Company's Management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to review procedures executed with the review of the quarterly information, with the purpose of concluding whether they are reconciled with the interim financial information and accounting records, as applicable, and if its form and contents meet the criteria defined in NBC TG 09 – Statement of Value Added. Based on our review, we are not aware of any fact that would lead us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria established in this standard and consistently with the individual and consolidated interim financial information taken as a whole.

Interim financial information for the previous quarter reviewed by another independent auditor

The corresponding amounts related to the individual and consolidated interim financial information for the quarter ended September 30, 2023, originally prepared before the reclassifications disclosed in Note 3.1, were reviewed by other independent auditors and their review report issued, without modification, on November 13, 2023. We also reviewed the reclassifications described in Note 3.1 that were carried out to change the corresponding values relating to the individual and consolidated interim financial information for the three and nine-month period as of September 30, 2023. In our conclusion, such reclassifications are appropriate and were correctly carried out. We were not engaged to audit, review or apply any other procedures to the Company's individual and consolidated interim financial information for the corresponding three and nine-month period ended September 30, 2023 and, therefore, we do not express an opinion or any form of assurance regarding this individual and consolidated interim financial information, taken as a whole.

The accompanying financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, November 13, 2024.

BDO RCS Auditores Independentes SS Ltda.<br><br><br>CRC 2 SP 013846/O-1
Luiz Gustavo Pereira dos Santos
Accountant CRC 1 SP 258849/O-9
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Table of Contents

Statements of financial position

(In thousands of Reais)

Parent Company Consolidated
Note 09/30/2024 12/31/2023 09/30/2024 12/31/2023
Assets
Cash and cash equivalents 5.2 1,180,156 1,769,976 14,627,568 14,658,481
Restricted cash 5.3 8,280 7,860
Marketable securities 5.3 920,658 705,777 4,678,504 3,407,955
Trade receivables 5.7 4,032,624 3,330,488
Derivative financial instruments 5.6 54,935 619,281 202,399
Inventories 7 2,229,711 1,792,714
Receivables from related parties 5.8 59,736 173,351 213,573 251,471
Income tax receivable 417,756 508,268 900,664 888,942
Other recoverable taxes 6 5,278 8,346 829,432 745,856
Dividend receivable 17 155,426 319,135 165,451 255,777
Sectorial financial assets 5.10 224,564 207,005
Other financial assets 655 690
Other current assets 51,248 177,001 521,271 722,386
Current assets 2,790,258 3,716,789 29,051,578 26,472,024
Current assets held for sale 8 800,639 2,998 2,479,300 2,138,165
3,590,897 3,719,787 31,530,878 28,610,189
Trade receivables 5.7 172,290 114,148
Marketable securities 5.3 117,679 96,006
Restricted cash 5.3 42,776 81,621 161,915 195,392
Deferred tax assets 15 3,585,605 2,478,911 6,672,234 5,609,030
Receivables from related parties 5.8 409,468 174,745 208,293 88,620
Income tax receivable 256,096 432,360
Other recoverable taxes 6 34,796 33,639 1,280,393 1,132,703
Judicial deposits 16 413,113 403,489 1,049,117 895,901
Derivative financial instruments 5.6 745,510 102,881 1,968,410 2,344,400
Sectorial financial assets 5.10 471,453 341,695
Other non-current assets 101,220 71,250 280,112 216,694
Other financial assets 3,705 2,423
Investments in subsidiaries and associates 9.1 37,651,688 35,741,778 15,336,571 17,611,369
Investment in joint ventures 10 1,290,700 1,320,592 11,395,237 11,742,442
Property, plant and equipment 11.1 38,436 39,817 21,286,890 21,239,974
Intangible assets and goodwill 11.2 8,575 6,863 25,958,618 22,650,287
Contract assets 11.3 1,085,341 1,052,105
Right-of-use assets 11.4 17,713 22,200 10,028,433 9,513,518
Investment property 11.5 15,566,348 15,976,126
Non-current assets 44,339,600 40,477,786 113,299,135 111,255,193
Total assets 47,930,497 44,197,573 144,830,013 139,865,382
The accompanying notes are an integral part of these interim financial statements.
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Statements of financial position

(In thousands of Reais)

Parent Company Consolidated
Note 09/30/2024 12/31/2023 09/30/2024 12/31/2023
Liabilities
Loans, borrowings and debentures 5.4 382,024 800,987 4,521,976 4,882,398
Leases 5.5 8,927 8,959 946,463 733,063
Derivative financial instruments 5.6 768,405 364,747 1,833,210 1,250,520
Trade payables 5.9 3,462 2,431 4,513,318 3,920,273
Employee benefits payables 38,930 61,926 679,397 829,329
Income tax payables 40,763 2,716 456,464 445,934
Other taxes payable 14 109,131 226,556 645,473 673,718
Dividends payable 17 3,495 276,065 81,127 549,054
Concessions payable 13 162,315 250,971
Related party payables 5.8 207,670 198,899 423,698 322,160
Sectorial financial liabilities 5.10 67,198 70,013
Other financial liabilities 5 951,297 476,895
Other current liabilities 631,675 593,643 1,453,537 1,516,084
Current Liabilities 2,194,482 2,536,929 16,735,473 15,920,412
Liabilities related to assets held for sale 8 238,393 238,393
2,194,482 2,536,929 16,973,866 16,158,805
Loans, borrowings and debentures 5.4 17,389,299 12,695,337 57,472,635 52,022,256
Leases 5.5 15,794 20,584 5,280,821 4,542,731
Derivative financial instruments 5.6 55,388 281,238 516,837 2,164,625
Trade payables 5.9 19,040 264,252
Employee benefits payables 13,304
Other taxes payable 14 213,863 158,857 283,927 163,242
Provision for legal proceedings 16 379,630 401,093 1,912,210 1,714,403
Concessions payable 13 3,458,398 3,314,402
Investments with unsecured liabilities 9.1 70,845 146,276
Related party payables 5.8 7,157,062 6,449,968 1,078 1,078
Post-employment benefits 23 329 313 647,722 617,647
Deferred tax liabilities 15 5,956,915 5,225,433
Sectorial financial liabilities 5.10 1,903,016 1,740,685
Deferred revenue 17,224 19,129
Other financial liabilities 5 289,977
Other non-current liabilities 529,986 551,671 846,595 935,514
Non-current liabilities 25,812,196 20,705,337 78,619,699 72,725,397
Total liabilities 28,006,678 23,242,266 95,593,565 88,884,202
Shareholders' equity 17
Share capital 8,832,544 8,682,544 8,832,544 8,682,544
Treasury shares (22,600) (93,917) (22,600) (93,917)
Additional paid-in capital 2,389,964 2,561,964 2,389,964 2,561,964
Accumulated other comprehensive income 76,323 314,325 76,323 314,325
Retained earnings 8,773,990 9,490,391 8,773,990 9,490,391
Accumulated losses (126,402) (126,402)
Equity attributable to:
Owners of the Company 19,923,819 20,955,307 19,923,819 20,955,307
Non-controlling interest 9.2 29,312,629 30,025,873
Total shareholders' equity 19,923,819 20,955,307 49,236,448 50,981,180
Total liabilities and shareholders' equity 47,930,497 44,197,573 144,830,013 139,865,382
The accompanying notes are an integral part of these interim financial statements.
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Statements of profit or loss

(In thousands of Reais, except earnings per share)

Parent Company Consolidated
Note 3Q24 3Q23 (Reclassified) (i) 9M24 9M23 (Reclassified) (i) 3Q24 3Q23 (Reclassified) (i) 9M24 9M23 (Reclassified) (i)
Net sales 19 11,646,297 10,295,711 32,182,361 29,964,872
Cost of sales 20 (7,809,169) (7,064,945) (21,875,210) (21,480,799)
Gross profit 3,837,128 3,230,766 10,307,151 8,484,073
Selling expenses 20 (417,549) (329,465) (1,155,450) (1,010,705)
General and administrative expenses 20 (114,068) (129,518) (329,269) (310,858) (949,192) (678,074) (2,143,860) (1,701,289)
Other operating incomes (expenses), net 21 (20,191) (40,322) (5,796) (43,017) (55,152) 1,403,873 (2,463,434) 1,709,720
Operating expenses (134,259) (169,840) (335,065) (353,875) (1,421,893) 396,334 (5,762,744) (1,002,274)
Profit (loss) before equity in earnings of investees finance results and income taxes (134,259) (169,840) (335,065) (353,875) 2,415,235 3,627,100 4,544,407 7,481,799
Interest in earnings (losses) of subsidiaries and associates 9.1 693,836 1,277,839 2,271,826 (39,682) 612,280 74,725 1,907,075 194,822
Interest in earnings (losses) of joint ventures 10 (13,069) (3,544) (8,017) 154,713 (105,337) (29,861) (58,271) 1,363,556
Equity in earnings of investees 680,767 1,274,295 2,263,809 115,031 506,943 44,864 1,848,804 1,558,378
Financial expense (581,346) (504,229) (1,736,655) (1,396,303) (1,825,539) (646,254) (5,820,846) (10,323,734)
Financial income 91,516 91,269 191,887 240,953 680,596 722,377 2,022,082 1,951,914
Foreign exchange, net 303,676 (348,799) (1,548,901) 361,829 463,788 (756,108) (2,510,248) 1,379,572
Net effect of derivatives (249,751) 17,777 (110,802) (993,863) (736,139) (794,381) 590,586 (394,008)
Financial results, net 22 (435,905) (743,982) (3,204,471) (1,787,384) (1,417,294) (1,474,366) (5,718,426) (7,386,256)
Profit (loss) before income taxes 110,603 360,473 (1,275,727) (2,026,228) 1,504,884 2,197,598 674,785 1,653,921
Income taxes 15
Current (3,677) (7,526) 30,562 (540,995) (576,807) (1,368,911) (2,249,629)
Deferred 164,373 308,107 1,135,269 711,932 30,950 76,704 983,024 1,411,823
160,696 308,107 1,127,743 742,494 (510,045) (500,103) (385,887) (837,806)
Profit (loss) for the period from continuing operations 271,299 668,580 (147,984) (1,283,734) 994,839 1,697,495 288,898 816,115
Profit for the period from discontinued operation, net of tax 8 21,582 10,172 21,582 15,654 31,935 29,512 31,935 45,419
Profit (loss) for the period 292,881 678,752 (126,402) (1,268,080) 1,026,774 1,727,007 320,833 861,534
Profit (loss) attributable to:
Owners of the Company 292,881 678,752 (126,402) (1,268,080) 292,881 678,752 (126,402) (1,268,080)
Non-controlling interest 733,893 1,048,255 447,235 2,129,614
292,881 678,752 (126,402) (1,268,080) 1,026,774 1,727,007 320,833 861,534
Earnings per share - continuing operations 18
Basic R$0.1457 R$0.3581 (R$0.0794) (R$0.6877)
Diluted R$0.1452 R$0.3579 (R$0.0795) (R$0.6929)
Earnings per share - discontinued operations 18
Basic R$0.0116 R$0.0054 R$0.0116 R$0.0080
Diluted R$0.0116 R$0.0054 R$0.0115 R$0.0080
(i)    For additional information see note 3.1
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The accompanying notes are an integral part of these interim financial statements.
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Statements of comprehensive income

(In thousands of Reais)

Parent Company Consolidated
3Q24 3Q23 (Reclassified) (i) 9M24 9M23 (Reclassified) (i) 3Q24 3Q23 (Reclassified) (i) 9M24 9M23 (Reclassified) (i)
Profit (loss) for the period 292,881 678,752 (126,402) (1,268,080) 1,026,774 1,727,007 320,833 861,534
Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences (283,130) (163,848) (118,926) (584,019) (358,679) (216,113) (164,175) (785,812)
Gain (loss) on cash flow hedge 29,962 (77,088) (129,794) (58,564) 41,209 (104,761) (168,501) (84,007)
(253,168) (240,936) (248,720) (642,583) (317,470) (320,874) (332,676) (869,819)
Items that will not be reclassified to profit or loss:
Actuarial gains (losses) with defined benefit plan (4,582) 10,718 121 (7,003) (23,064) 18,561 477
Deferred taxes 2,381 14,096 (6,311) (162)
(4,582) 10,718 121 (4,622) (8,968) 12,250 315
Comprehensive income from continuing operations 13,549 427,644 (385,986) (1,926,196) 672,747 1,367,653 (31,528) (53,389)
Comprehensive income from discontinued operations 21,582 10,172 21,582 15,654 31,935 29,512 31,935 45,419
Total comprehensive income for the period 35,131 437,816 (364,404) (1,910,542) 704,682 1,397,165 407 (7,970)
Comprehensive income attributable to:
Owners of the Company 35,131 437,816 (364,404) (1,910,542) 35,131 437,816 (364,404) (1,910,542)
Non-controlling interest 669,551 959,349 364,811 1,902,572
35,131 437,816 (364,404) (1,910,542) 704,682 1,397,165 407 (7,970)
(i)     For additional information see note 3.1
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The accompanying notes are an integral part of these interim financial statements.
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Statement of changes in equity

(In thousands of Reais)

Capital reserve Profit reserve
Share capital Treasury share Corporate transactions - Law 6404 Capital transactions Accumulated other comprehensive income Legal Statutory reserve Retained earnings Accumulated loss Equity attributable to controlling shareholders Interest of non-controlling shareholders Total equity
At January 1, 2024 8,682,544 (93,917) 737 2,561,227 314,325 58,802 8,610,796 820,793 20,955,307 30,025,873 50,981,180
(Loss) profit for the period (126,402) (126,402) 447,235 320,833
Other comprehensive income (note 17(d))
Loss from cash flow hedge accounting (129,794) (129,794) (38,707) (168,501)
Foreign currency translation differences (118,926) (118,926) (45,249) (164,175)
Actuarial gain on defined benefit plan, net of tax 10,718 10,718 1,532 12,250
Total comprehensive income (loss) for the period (238,002) (126,402) (364,404) 364,811 407
Transactions with owners of the Company
Contributions and distributions
Capital increase (note 17(a)) 150,000 (150,000)
Reduction of capital in subsidiary (20,629) (20,629)
Own shares acquired (162,174) (162,174) (162,174)
Cancellation of treasury shares 118,975 (118,975)
Share based payments 114,516 (202,320) (87,804) 8,020 (79,784)
Loss on dividend distribution to non-controlling shareholders (712) (712) 928 216
Dividends (566,401) (566,401) (1,708,707) (2,275,108)
Business combination (note 9.3) 574,598 574,598
Employee compensation plan - value of employee services 153,659 153,659 64,763 218,422
Total contributions and distributions 150,000 71,317 (168,348) (716,401) (663,432) (1,081,027) (1,744,459)
Changes in ownership interests
Change of shareholding interest in subsidiary (note 9.1) (3,652) (3,652) 2,972 (680)
Total changes in ownership interests (3,652) (3,652) 2,972 (680)
Total transactions with owners of the Company 150,000 71,317 (172,000) (716,401) (667,084) (1,078,055) (1,745,139)
At September 30, 2024 8,832,544 (22.600) 737 2,389,227 76,323 58,802 7,894,395 820,793 (126,402) 19,923,819 29,312,629 49,236,448
The accompanying notes are an integral part of these interim financial statements.
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Statement of changes in equity

(In thousands of Reais)

Capital reserve Profit reserve
Share capital Treasury share Corporate transactions - Law 6404 Capital transactions Accumulated other comprehensive income Legal Statutory reserve Profit to be realized Retained earnings Accumulated loss Equity attributable to controlling shareholders Non-controlling interest Total equity
At January 1, 2023 8,402,544 (107,140) 737 2,319,191 567,546 58,802 9,240,466 171,021 20,653,167 27,516,232 48,169,399
(Loss) profit for the period (1,268,080) (1,268,080) 2,129,614 861,534
Other comprehensive income (note 17 (d))
Gain from cash flow hedge accounting (58,564) (58,564) (25,443) (84,007)
Foreign currency translation differences (584,019) (584,019) (201,793) (785,812)
Actuarial gain on defined benefit plan 121 121 194 315
Total comprehensive income (loss) for the period (642,462) (1,268,080) (1,910,542) 1,902,572 (7,970)
Transactions with owners of the Company
Contributions and distributions
Capital increase 280,000 (280,000)
Proceeds from capital increase in subsidiary 9,709 9,709
Gain on capital increase in a subsidiary 60,468 60,468 17,947 78,415
Share based payments (114) 4,593 4,479 (7,819) (3,340)
Write-off of stake in subsidiary (22,280) (22,280)
Dividends (349,670) (171,021) (520,691) (462,818) (983,509)
Employee compensation plan - value of employee services 114,220 114,220 39,667 153,887
Total contributions and distributions 280,000 (114) 179,281 (629,670) (171,021) (341,524) (425,594) (767,118)
Changes in ownership interests
Gain on distribution of dividends in subsidiary 79,825 79,825 188,509 268,334
Change of shareholding interest in subsidiary 567 567 567
Total changes in ownership interests 80,392 80,392 188,509 268,901
Total transactions with owners of the Company 280,000 (114) 259,673 (629,670) (171,021) (261,132) (237,085) (498,217)
At September 30, 2023 8,682,544 (107,254) 737 2,578,864 (74,916) 58,802 8,610,796 (1,268,080) 18,481,493 29,181,719 47,663,212
The accompanying notes are an integral part of these interim financial statements.
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Statement of cash flow

(In thousands of Reais)

Parent Company Consolidated
Note 9M24 9M23<br><br><br>(Reclassified) (i) 9M24 9M23 <br>(Reclassified) (i)
Cash flows from operating activities
Profit (loss) before income taxes (1,275,727) (2,026,228) 674,785 1,653,921
Adjustments for:
Depreciation and amortization 20 11,731 10,697 2,900,785 2,477,810
Impairment 21 2,683,879
Interest in earnings of subsidiaries and associates 9.1 (2,271,826) 39,682 (1,907,075) (194,822)
Interest in earnings of joint ventures 10 8,017 (154,713) 58,271 (1,363,556)
Loss (gain) on disposed assets 21 7 (13,563) (24,091) 4,959
Share based payment 24 33,679 80,296 255,309 151,177
Change in fair value of investment properties 21 (463,837)
Provision for legal proceedings 21 21,464 56,716 202,705 139,301
Interests and foreign exchange, net 3,257,700 1,847,394 6,822,918 8,484,094
Sectorial financial assets and liabilities, net 5.10 (55,329) (2,587)
Provisions for employee benefits 27,737 31,413 286,153 251,637
Allowance for expected credit losses 35,647 16,418
Profit on sales of investments 21 383,205
Tax credit recovery 4,200 (9,106)
Other 649 (49,490) (298,446) (1,208,326)
(186,569) (177,796) 12,022,916 9,937,083
Variation in:
Trade receivables (313,803) 199,656
Inventories (119,183) (92,991)
Other taxes, net (30,234) 2,667 (193,710) 538,549
Income tax 118,808 76,323 (1,077,172) (861,932)
Related parties, net 7,485 17,047 61,431 (46,267)
Trade payables 3,000 (112,213) (79,927) (360,292)
Employee benefits (55,812) (40,975) (459,022) (295,206)
Provision for legal proceedings 2,666 (17,373) (257,964) (284,099)
Derivative financial instruments (13,717) 19,860
Other financial liabilities 183,486 (210,456)
Judicial deposits (2,459) (33,174) (139,637) (15,960)
Post-employment benefits obligation (27,091) (25,952)
Other assets and liabilities, net 4,389 19,470 (210,288) (213,368)
47,843 (88,228) (2,646,597) (1,648,458)
Net cash (used in) generated from operating activities (138,726) (266,024) 9,376,319 8,288,625
Cash flows from investing activities
Capital contribution to associates 9.1 (4,173,198) (296,500) (47,300)
Capital contribution in joint ventures 10 (12,337) (12,337)
Acquisition of subsidiary, net of cash acquired (330,593)
Purchase of marketable securities (180,700) 277,788 (948,373) (1,745,814)
Restricted cash 43,048 (116,541) 42,266 (133,760)
Dividends received from associates 17 2,639,937 819,331 973,977 115,517
Dividends received from joint venture 17 228,342 58,635 293,912 516,268
Dividends received from finance investment 816,902
Acquisition of instruments designated at fair value (406) (7,519)
Cash in the incorporation operation 352
Capital reduction in subsidiaries 9.1 735,227
Acquisition of property, plant and equipment, intangible and contract assets (7,572) (4,130) (5,185,588) (4,431,547)
Proceeds from the sale of investments 16,847 15,000 2,096,475 (5,926)
Net cash from sale of discontinued operations 2,886 64,684
Cost of acquiring new business (17,047)
Receipt of derivative financial instruments, except debt 162,114 103,147 166,390
Payment of derivative financial instruments, except debt (70,503) (116,303) (159,186) (125,435)
Cash received on the sale of property, plant and equipment and intangible assets 22,923 1,691
Net cash (used in) generated from investing activities (780,557) 799,394 (3,117,944) (4,815,849)
11
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Table of Contents

Statement of cash flow

(In thousands of Reais)

Parent Company Consolidated
Note 9M24 9M23<br><br><br>(Reclassified) (i) 9M24 9M23 <br>(Reclassified) (i)
Cash flows from financing activities
Proceeds from loans, borrowings and debentures 5.4 4,421,447 3,483,102 13,305,974 8,357,970
Principal repayment of loans, borrowings and debentures 5.4 (1,160,058) (579,942) (10,815,516) (3,562,837)
Payment of interest on loans, borrowings and debentures 5.4 (1,135,219) (659,023) (3,516,016) (2,446,032)
Payment of derivative financial instruments (474,404) (608,433) (2,455,879) (1,831,815)
Proceeds from derivative financial instruments 19,762 292,303 879,243 407,971
Costs of banking operations with derivatives (29,828) (412,309)
Principal repayment of leases 5.5 (4,828) (4,046) (546,126) (363,767)
Payment of interest on leases 5.5 (2,332) (2,716) (282,432) (144,957)
Proceeds from capital contributions by non-controlling shareholders 9,709
Capital reduction (20,520)
Related parties (346,758) (510,712)
Proceeds from the sale of treasury shares (164,496) (164,496)
Dividends paid 17 (838,971) (798,203) (2,118,294) (1,627,717)
Dividends paid for preferred shares 17 (668,022)
Gain on derivative banking operations 20,993
Payment of share-based compensation (13,597)
Net cash generated from (used in) financing activities 314,143 612,330 (6,410,919) (1,627,381)
Increase (decrease) in cash and cash equivalents (605,140) 1,145,700 (152,544) 1,845,395
Cash and cash equivalents at the beginning of the period 1,769,976 1,348,461 14,658,481 13,301,716
Effect of the foreign exchange rate changes 15,320 (19,297) 121,631 (65,738)
Cash and cash equivalents at the end of the period 1,180,156 2,474,864 14,627,568 15,081,373
Additional information
Income taxes paid 922,299 63,360

(i)    For additional information see note 3.1

The accompanying notes are an integral part of these interim financial statements.

Non-cash transactions:

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

(i) Recognition of right-of-use as a counterpart to the lease liability in the amount of R$1,099,080 (R$1,961,656 on September 30, 2023), resulting from the application of inflation indexes and new contracts classified under the leasing rule (Note 11.4).
(ii) Acquisition of property, plant and equipment and intangible assets with payment in installments R$920,939 (R$196,923 on September 30, 2023).
(iii) In the subsidiary Compass there are remaining installments relating to the acquisition of Compagas in the amount of R$580,046 which will be settled by September 2026.
(iv) On September 30, 2024, the indirect subsidiary Norgás decided on interim dividends in the amount of R$29,049, to be paid in the following month.

Disclosure of interest and dividends:

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

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Statement of value added

(In thousands of Reais)

Parent Company Consolidated
9M24 9M23 9M24 9M23 (Reclassified) ^(i)^
Revenue
Net sales 37,215,337 35,198,123
Other income (expense), net 8,203 (27,953) 893,384 1,878,551
Impairment gain (loss) on trade receivables 301 (16,418)
8,203 (27,953) 38,109,022 37,060,256
Inputs purchased from third parties
Cost of goods sold and services rendered 20,299,886 20,264,600
Materials, energy, third-party services and other 129,926 89,025 1,771,221 1,476,273
129,926 89,025 22,071,107 21,740,873
Gross value added (121,723) (116,978) 16,037,915 15,319,383
Retention
Depreciation, amortization and impairment 11,731 10,697 5,584,664 2,477,810
Net value added (133,454) (127,675) 10,453,251 12,841,573
Value added transferred in
Interest in earnings of subsidiaries and associates 2,271,826 (39,682) 1,907,075 194,822
Interest in earnings of joint ventures (8,017) 154,713 (58,271) 1,363,556
Profit for the period from discontinued operation, net of tax 21,582 15,654 31,935 45,419
Finance revenue 191,887 240,953 2,022,082 1,951,914
2,477,278 371,638 3,902,821 3,555,711
Value added to be distributed 2,343,824 243,963 14,356,072 16,397,284
Distribution of value added
Personnel and payroll charges 142,197 206,555 2,094,928 1,937,589
Direct remuneration 112,757 193,797 1,693,874 1,572,424
Benefits 9,899 8,233 307,475 286,376
FGTS and other 19,541 4,525 93,579 78,789
Taxes, fees and contributions (1,068,326) (722,849) 4,096,815 4,168,392
Federal (1,094,572) (726,915) 1,710,344 1,960,297
State 2,233,963 2,078,368
Municipal 26,246 4,066 152,508 129,727
Financial expenses and rents 3,396,355 2,028,337 7,843,496 9,429,769
Interest and foreign exchange variation 3,351,553 2,113,122 7,494,919 8,828,055
Rents 116,252 107,455
Other 44,802 (84,785) 232,325 494,259
Equity Remuneration (126,402) (1,268,080) 320,833 861,534
Non-controlling interests 447,235 2,129,614
Retained losses (147,984) (1,283,734) (158,337) (1,313,499)
Profit for the period from discontinued operation, net of tax 21,582 15,654 31,935 45,419
(i)    For more details see note 3.1
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The accompanying notes are an integral part of these interim financial statements.
13
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. OPERATIONS

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

Corporate Cosan (Corporate segment) is formed by the following entities:

Graphics

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

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. RELEVANT EVENTS IN THE PERIOD

INTERNALIZATION OF SENIOR NOTES 2031

On February 16, 2024, the Company internalized the remaining funds from the Senior Notes due 2031, through the issuance of Loan 4131 by Cosan, in the amount of U.S.$600,000 thousand, or R$2,982,600, with an annual coupon of 6.6% for the first four semesters and interest payment of 7.25% p.a. for the others. On the other hand, Cosan Luxembourg S.A. (“Cosan Luxembourg”) contracted a Time Deposit (“TD”) with the same amount and counterparty in US dollars, with semi-annual payment frequency and annual remuneration of 7.25%, having as underlying asset the issue of Loan 4131. For more information, see note 5.4 (e).

DISTRIBUTION OF DIVIDENDS FROM VALE

On February 22, 2024, Vale's Board of Directors approved shareholder remuneration in the amount of R$11,721,894. The amount declared corresponds entirely to dividends, totaling R$2.738548374 per share. The payment took place on March 19, 2024, and the subsidiary Cosan Oito received R$577,469.

TENTH ISSUE OF COMGÁS DEBENTURES

On February 29, 2024, the Board of Directors of the indirect subsidiary Companhia de Gás de São Paulo – COMGÁS (“Comgás”) approved the public offering of the 10th issue of simple debentures, under a firm placement guarantee, not convertible into shares, of the unsecured type, in a single series. The issue was for a total amount of R$1,500,000, bearing interest every six months at a rate equal to the DI plus a spread of 0.80% p.a., and with the principal maturing on March 15, 2029, with amortization on the maturity date. The net proceeds from the issue will be used for the ordinary management of the business of the indirect subsidiary Comgás.

RENEWAL OF THE SUDAM TAX BENEFIT

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

THIRD ISSUE OF COMPASS DEBENTURES

On March 15, 2024, the subsidiary Compass Gás e Energia S.A. (“Compass”) raised its 3rd issue of simple, non-convertible debentures, in the amount of R$1,500,000, with remuneration of CDI + 1.08% p.a., semi-annual interest and principal maturing on March 15, 2029. The funds obtained from the issue will be used for general purposes and to reinforce working capital.

COMPASS AND TRSP COMMERCIAL NOTES

On March 20, 2024, the subsidiary Compass and its subsidiary TRSP - Terminal de Regaseificação de São Paulo (“TRSP”) signed the 1st Issue of Commercial Notes in the amount of R$200,000, maturing in March 2026 and remunerated at 100% of the CDI + 1.7% p.a. The contract was signed through Laqus Depositária de Valores Mobiliários S.A., following the market conditions for the respective transaction.

LOAN AGREEMENT OF EDGE COMMERCIALIZATION

On March 21, 2024, the indirect subsidiary Compass and its subsidiary Edge Comercialização S.A. (“Edge Comercialização”), formerly known as Compass Comercialização S.A. signed a loan agreement “Uncommitted Term Loan Facillity Agreement - Loan Agreement” with the bank BNP Paribas S.A. for funding in accordance with the terms of Law No. 4.131. On March 22, 2024, the companies concluded the loan in the amount of €78 million, equivalent to R$423,393, maturing in March 2025 and bearing interest of 4.88% per year.

ISSUANCE OF DEBENTURES RUMO MALHA PAULISTA S.A.

On March 25, 2024, Rumo Malha Paulista S.A. (“Rumo Malha Paulista”) raised R$1,200,000 with the 5th issue of simple, non-convertible, unsecured debentures, divided into two series. The first series has an amount of R$532,243, with a rate of IPCA + 5.7970% p.a., a term of 10 years, semi-annual interest payments and bullet amortization, while the second series is R$667,757, with a rate of IPCA + 5.9284% p.a., a term of 15 years, semi-annual interest payments and amortization in the last three years.

On June 26, 2024, Rumo Malha Paulista raised R$704,000 with the 6th issue of simple debentures, not convertible into shares, of the unsecured type, divided into two series. The first series has an amount of R$547,950, with a rate of IPCA + 6.42% p.a., a term of 10 years, semi-annual interest payments and bullet amortization, while the second series is R$156,050, with a rate of IPCA + 6.5318% p.a., a term of 15 years, semi-annual interest payments and amortization in the last three years.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

On August 29, 2024, the subsidiary Rumo Malha Paulista raised R$800,000 with the 7th issue of simple debentures, not convertible into shares, of the unsecured type, divided into two series. The first series has an amount of R$500,000, while the second has an amount of R$300,000, both with a rate of IPCA + 6.0470% p.a., a term of 12 years, half-yearly interest payments and amortization in the last two years.

This issue has the same financial covenants as the other debts, as shown in note 5.1.

PORT TERMINAL PROJECT - SEEDS

On March 25, 2024, the companies Rumo S.A. and EMBRAPORT - Empresa Brasileira de Terminais Portuários S.A. signed a binding agreement for the implementation of a new port project (terminal) for grain and fertilizer elevations in the port of Santos. The estimated investment for the construction of the Terminal is R$2,500,000 and will be financed with loans, in addition to the possibility of potential strategic partnerships throughout the course of the project's implementation. The start of construction is subject to compliance with the usual conditions precedent for this type of operation, including licensing and legal and regulatory approvals. Once all the conditions precedent have been met, construction is expected to take 30 months.

COMPASS DIVIDEND RESOLUTION

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

UNWIND VALE S.A. OPERATIONS

  • Collar Financing

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

Participation Cosan Debt settlement<br><br><br>Cashier Effect
Base date Direct Collar-related Total Principal Interest Gain/Loss settlement Collar
January, 2024 2.62% 2.03% 4.65% (1,698,606) (49,773) 188,140
February, 2024 3.91% 0.74% 4.65% (2,067,956) (63,689) 303,431
April, 2024 (i) 3.91% 3.91% (1,918,773) (65,880) 331,116
(179,342) 822,687
(i) On April 19, 2024, the Company concluded the sale of a further 33,524,185 shares equivalent to a 0.78% stake in Vale's voting share capital, together with the early settlement of the remaining debt. With this last advance payment, the Company settled 100% of the debts linked to the operation and collar derivatives, and now only holds a direct stake in Vale.
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  • Call Spread

In May 2024, the Company carried out the early settlement of the first tranche of the Call Spread derivative structure equivalent to 10,786 million shares or 0.24% of the total number of Vale S.A. shares, completely eliminating the maturities in 2024, reducing the economic stake from 1.58% to 1.34%.

Cosan economic participation Settlement gain/loss<br><br><br>Call Spread
Base date % Settled in advance % Remaining Cash effect Result effect
May, 2024 0.24% 1.34% 14,499 (82,265)

START OF OPERATIONS TRSP

The second quarter of 2024 was marked by the start of operations at TRSP, whose operating and service model includes strategic LNG infrastructure and logistics assets.

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

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

EXCLUSION OF ICMS FROM THE CALCULATION BASIS OF PIS AND COFINS

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

INCORPORATION OF ELEVAÇÕES PORTUÁRIAS S.A.

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

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

CAPITAL REDUCTION OF COSAN EIGHT

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

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

ADDENDUM TO THE RUMO MALHA PAULISTA CONCESSION CONTRACT

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

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

SALE OF SHARES IN TERMINAL XXXIX

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

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

The effectiveness of the operation depends on compliance with the binding conditions set out in the instrument, which has not yet occurred as of September 30, 2024.

MOOVE DIVIDEND RESOLUTION

On June 12, 2024, the Board of Directors of the subsidiary Moove Lubricants Holdings (“MLH”) approved the distribution of dividends in the amount of US$167,003 thousand, equivalent to R$690,000. The payment took place on June 21, 2024 and the Company received the amount of US$116,903 thousand, equivalent to R$630,000.

RAISING LOANS FROM THE MOOVE SEGMENT

On June 14, 2024, the indirect subsidiary Cosan Lubrificantes e Especialidades S.A. (“CLE”) contracted two loans, one in the form of export prepayment and the other in the form of export credit note, with the banks Bank of America Merrill Lynch (“BofA”) and Citibank N. A. (“Citibank”). A. (“Citibank”), respectively, in the amounts of R$536,240 (corresponding to U.S.$100,000 thousand) and R$269,456 (corresponding to U.S.$50,000 thousand). The export prepayment loan has interest payments every six months and repayments will take place in June 2026 and June 2027, while the export credit loan has annual interest payments with the principal maturing in June 2027.

On June 14, 2024, Moove Lubrificants Limited (“MLL”) contracted two loans with BofA and Citibank, respectively, in the amounts of R$242,396 (corresponding to £35,000) and R$14,341 (corresponding to £2,500). For the first loan, interest payments are quarterly and the principal is due in June 2026, while for the second loan, interest and principal payments are due in August 2024.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

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

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

On the occasion of the optional early redemption, the holders of the debentures, on the date of the optional early redemption, were entitled to payment of: (a) the balance of the nominal unit value of the debentures of the first series; plus (b) the remuneration of the first series, calculated pro rata temporis, from the date of payment of the remuneration of the first series immediately preceding, on June 17, 2024, until the date of the optional early redemption; (c) plus a premium, apartment, levied on the amount of the early redemption, corresponding to 0.25% multiplied by the remaining term of the debentures of the first series.

On August 29, 2024, Rumo Malha Paulista made the optional early redemption of R$790,084, the total amount of the first series of the 3rd issue of simple debentures, not convertible into shares, of the unsecured type. On the occasion of the optional early redemption, the holders of the debentures, on the date of the optional early redemption, were entitled to payment of: (a) the balance of the nominal unit value of the debentures of the first series; plus (b) the remuneration of the first series, calculated pro rata temporis, from the date of payment of the remuneration of the first series immediately preceding, on April 15, 2024, until the date of the optional early redemption; (c) plus a premium, apartment, incident on the amount of the early redemption, corresponding to 0.30% multiplied by the remaining term of the debentures of the first series.

ISSUE OF DEBENTURES

On June 28, 2024, Cosan issued unsecured debentures, not convertible into shares, in the total amount of R$1,450,000, divided into two series. The first series bears interest at CDI plus 1.0% per year, matures in June 2029, pays interest every six months and amortizes the principal in June 2028 and June 2029. The second series bears interest at CDI plus 1.5% per year, maturing in June 2034, with half-yearly interest payments and principal repayments in June 2032, June 2033 and June 2034.

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

During the 2nd quarter of 2024, the state of Rio Grande do Sul was impacted by extreme weather events. This force majeure event caused damage to the railway infrastructure of indirect subsidiary Rumo Malha Sul.

In this context, in the quarter ended June 30, 2024 and in accordance with Circular Letter No. 01/2024-CVM/SNC/SEP, Management identified the existence of indications that led to the anticipation of the recoverability test of the permanent assets (fixed assets, intangibles and rights of use) of the cash-generating unit of the subsidiary Rumo (“Rumo Malha Sul”), considering the event described above, including with regard to the term of use of the assets, the subsidiary Rumo provisioned the amount of R$2,392,775. Additionally, the company identified the residual value of the assets with traffic directly affected by the climatic events and provisioned as write-off of assets the amount of R$182,041 considering that the assets were destroyed or their use was made unfeasible for an indefinite period.

On September 30, 2024, the Company added to the provision for impairment the amount of R$109,063, fully recognized in property, plant and equipment against other income and expenses, as per note 21, totaling a provision of R$2,683,879.

ELEVENTH ISSUE OF COMGÁS DEBENTURES

On July 16, 2024, the Board of Directors of the indirect subsidiary Comgás approved the public offering of the 11th issuance of simple debentures, under a firm collateral basis, not convertible into shares, unsecured, in two series. The issuance was in the total amount of R$1,500,000, with semiannual interest and a rate corresponding to (i) the internal rate of return of the Treasury IPCA+ with Semiannual Interest (NTN-B), maturing on July 15, 2034, for the debentures of the 1st series; and (ii) the rate corresponding to the internal rate of return of the Treasury IPCA+ with semiannual interest (NTN-B), maturing on July 15, 2039, plus a spread of 0.10% p.a., for the 2nd series debentures. The debentures have a term of 10 years (1st series) and 15 years (2nd series), and the net proceeds obtained from the issuance will be allocated to Comgás investment projects. For both series, derivative financial instruments (interest rate swaps) were contracted, being for the 1st Series at a rate of 99.05% of the CDI and for the 2nd Series at a rate of 99.95% of the CDI.

SALE OF AGRICULTURAL PROPERTY

On July 19, 2024, the indirect subsidiary Jequitibá Propriedades Agrícolas Ltda signed an agreement for the sale of the rural property called Fazenda Vista Alegre, located in the region of Araçatuba, northwest of the State of São Paulo, with a total registered area of 3,124.35 hectares and suitable for sugarcane cultivation. The sale value is R$213,000, to be received in installments by January 2029.

COMPASS AND TRSP COMMERCIAL NOTES

On July 25, 2024, the indirect subsidiary TRSP raised through Commercial Notes subscribed by Compass the amount of R$750,000 with bullet remuneration equivalent to CDI + 1.2% p.a. and maturing on January 15, 2025. The agreement was entered into through Laqus Depositária de Valores Mobiliários S.A., following the market conditions for the respective transaction. The funds obtained from the issuance will be used to settle short-term debt.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

DISTRIBUTION OF INTEREST ON VALE'S EQUITY

On July 25, 2024, Vale's Board of Directors approved the distribution of interest on equity ("JCP") in the amount of R$8,940,158. The amount declared fully corresponds to dividends in the total amount of R$2.093798142 per share. The payment took place in September 2024 in the amount of R$315,622, net of withholding taxes.

DISTRIBUTION OF RAÍZEN DIVIDENDS

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

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

According to a material fact communicated to the market, on August 7, 2024, the subsidiary Rumo closed a strategic partnership in the context of the development of the new port terminal for the operation of grains and fertilizers in Santos ("Terminal").

The subsidiary Rumo and CHS Agronegócio – Indústria e Comércio Ltda. ("CHS"), a subsidiary of CHS Inc., have entered into a binding agreement to create a joint venture, which will implement the new Terminal, located in the area of EMBRAPORT – Empresa Brasileira de Terminais Portuários S.A., a company part of DP World Limited.

The Terminal will have the capacity to handle up to 12.5 million tons per year, of which 9 million tons of grains and 3.5 million tons of fertilizers. The start of construction of the Terminal is subject to the fulfillment of the usual conditions precedent for this type of operation, including environmental licensing and legal and regulatory approvals.

SIGNING OF THE COMPAGAS SHARE PURCHASE AGREEMENT

On September 16, 2024, the indirect subsidiary Compass Dois Ltda (“Compass Dois”) concluded the acquisition of a 51% equity interest, and control, in Companhia Paranaense de Gás - COMPAGAS ("Compagas") for the amount of R$962,125. For more details, see note 9.3.

  1. STATEMENT OF COMPLIANCE AND ACCOUNTING POLICIES

These individual and consolidated interim financial statements were prepared and are being presented in accordance with the technical pronouncement CPC 21 (R1) - Interim Statements and with the international standards IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), and also based on the provisions contained in the Brazilian Corporation Law, and presented in a manner consistent with the rules issued by the Securities and Exchange Commission, applicable to the preparation of quarterly information - ITR. Interim financial statements do not include all the information necessary for a complete set of financial statements prepared in accordance with local standards and IFRS. However, specific explanatory notes are included to explain events and transactions that are significant to an understanding of changes in the Group's financial position and performance since the last annual financial statement.

The presentation of the individual and consolidated Value Added Statements (“DVA”) is required by Brazilian corporate law and accounting practices adopted in Brazil applicable to publicly traded companies. The DVA was prepared in accordance with the criteria defined in Technical Pronouncement CPC 09 - Statement of Value Added. IFRS standards do not require the presentation of this statement. Consequently, under IFRS, this statement is presented as supplementary information, without detriment to the interim financial statements as a whole.

The information in the explanatory notes that did not undergo significant changes compared to the financial statements as of December 31, 2023, was not presented in full in this quarterly information.

These interim financial statements were prepared following the preparation basis and accounting policies consistent with those adopted in the preparation of the financial statements as of December 31, 2023. All balances have been rounded to the nearest thousand, unless otherwise indicated.

The significant judgments made by Management in applying the Company's accounting policies and the main sources of estimation uncertainty were the same as those described in the last annual financial statements, except for the revaluation of impairment in the indirect subsidiary Rumo Malha Sul.

The relevant information specific to the interim financial statements, and only them, is being disclosed and corresponds to that used by Management in its management.

These interim financial statements were authorized for issuance by the Board of Directors on November 13, 2024.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

3.1. RECLASSIFICATION IN THE INCOME STATEMENT

ARSESP, through resolution 1,205 of August 18, 2021, NTF-044-2021, released a new Regulatory Accounting Manual and Chart of Accounts for the piped gas distribution sector for companies on its regulation with applicability as of fiscal year 2023.

According to the technical note mentioned above, ARSESP determines that the accounting of variations, positive and negative, between the price included in the tariffs and the price actually paid by the concessionaire to the supplier, which are periodically passed on to users through graphical accounts, must be recorded in the net operating revenue group. The accounting policy usually applied by the subsidiary Compass is consistent with the understanding of the essence of the operation, classifying the effects of the Regulatory Current Account ("CCR") on its gross income, but with allocations in the cost group of goods sold and services rendered. In addition, the document also mentions that the classification of expenses and costs may vary in relation to commonly adopted practices in which part of the administrative expenses are also admitted as costs of operations related to piped gas distribution services.

The indirect subsidiary Comgás has voluntarily reassessed the way in which it presents the classification of the effects of CCR and general and administrative expenses, as it understands that such presentation will meet the requirements of ARSESP and OCPC08, providing more consistent information in the consolidations in line with the practices adopted by the group. These reclassifications do not impact the main indicators, such as profit for the year and shareholders' equity, used by the indirect subsidiary Comgás and the other gas distributors of Compass.

The application of the change in the accounting policy generated the following reclassification in the income statement in the comparative period:

Consolidated
3Q23 Reclassification 3Q23 (Reclassified)
Net operating revenue 10,253,570 42,141 10,295,711
Cost of goods sold and services rendered (6,955,078) (109,867) (7,064,945)
Gross income 3,298,492 (67,726) 3,230,766
Sales expenses (329,465) (329,465)
General and administrative expenses (745,800) 67,726 (678,074)
Other operating income, net 1,403,873 1,403,873
Operating results 328,608 67,726 396,334
Result before equity income and net financial result 3,627,100 3,627,100
9M23 Reclassification 9M23 (Reclassified)
Net operating revenue 29,895,353 69,519 29,964,872
Cost of goods sold and services rendered (21,222,714) (258,085) (21,480,799)
Gross income 8,672,639 (188,566) 8,484,073
Sales expenses (1,010,705) (1,010,705)
General and administrative expenses (1,889,855) 188,566 (1,701,289)
Other operating income, net 1,709,720 1,709,720
Operating results (1,190,840) 188,566 (1,002,274)
Result before equity income and net financial result 7,481,799 7,481,799
20
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Finally, we present below the impact of the adjustments mentioned above, within the framework of revenue recognition broken down by product and service line and by recognition time.

3Q23 Reclassification 3Q23 (Reclassified) 9M23 Reclassification 9M23 (Reclassified)
At a point in time
Natural gas distribution 3,853,836 34,921 3,888,757 11,980,659 45,929 12,026,588
Lubricants, base oil and other 2,127,749 2,127,749 6,991,549 6,991,549
Lease and sale of lands 172,107 172,107 428,049 428,049
Other 104,363 7,220 111,583 449,064 23,590 472,654
6,258,055 42,141 6,300,196 19,849,321 69,519 19,918,840
Over time
Railroad transportation services 3,017,190 3,017,190 7,930,971 7,930,971
Container operations 157,882 157,882 391,041 391,041
Construction revenue 389,262 389,262 1,083,882 1,083,882
Services rendered 445,386 445,386 685,876 685,876
4,009,720 4,009,720 10,091,770 10,091,770
Eliminations (14,205) (14,205) (45,738) (45,738)
Total net sales 10,253,570 42,141 10,295,711 29,895,353 69,519 29,964,872
21
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. SEGMENT INFORMATION

The Company's senior management (the Chief Operating Decision Maker) uses segment information to evaluate the performance of operating segments and make resource allocation decisions. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") are used by the Company to evaluate the performance of its operating segments.

Reported segments:

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

Reconciliation:

  1. Corporate Cosan: represents the reconciliation of Cosan’s corporate structure, which consists of: (i) senior management and corporate teams, which incur general and administrative expenses and other expenses (operating revenues), including pre-operational investments; (ii) the result of equity of assets, including participation in Vale S.A.; and (iii) financial result attributed to cash and debts of the parent, intermediate holdings (Cosan Oito, Cosan Nove and Cosan Dez) and offshores financial companies, and mining and investment projects at the Climate Tech Fund, fund managed by Fifth Wall, specializing in technological innovation.

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

In December 2023 the Company re-evaluated its segment structure presented as reconciliation items and added to the Corporate Cosan structure the company Cosan Dez and Cosan Investimentos. Because of this change, we present the comparative period of nine and three months ended on September 30, 2023.

22

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

3Q24
Reported segments Reconciliation Consolidated
Raízen Compass Moove Course Radar Cosan Corporate Deconsolidation of Joint Ventures Elimination Between Segments Consolidated
Result
Net operating revenue 72,909,907 4,947,433 2,631,920 3,752,263 322,222 2,064 (72,909,907) (9,605) 11,646,297
Cost of goods sold and services provided (68,582,245) (3,914,540) (1,854,544) (1,886,183) (163,507) 68,582,245 9,605 (7,809,169)
Gross profit 4,327,662 1,032,893 777,376 1,866,080 158,715 2,064 (4,327,662) 3,837,128
Selling expenses (1,873,164) (52,361) (353,977) (11,211) 1,873,164 (417,549)
General and administrative expenses (657,168) (196,276) (478,221) (147,057) (13,698) (113,940) 657,168 (949,192)
Other income (expenses), net 21,436 119,194 39,242 (191,400) (1,997) (20,191) (21,436) (55,152)
Equity in associates’ earnings (90,591) 53,217 24,966 39 1,036,033 90,591 (501,975) 612,280
Equity income in joint ventures 602 (105,939) (105,337)
Financial result (1,685,533) (322,408) (57,006) (574,871) 58,107 (521,116) 1,685,533 (1,417,294)
Financial expenses (1,847,531) (457,084) (92,041) (688,249) 43,933 (632,098) 1,847,531 (1,825,539)
Financial revenue 258,326 224,124 61,374 280,983 14,174 99,941 (258,326) 680,596
Foreign exchange variation 458,523 32,699 131 125,391 305,567 (458,523) 463,788
Derivatives (554,851) (122,147) (26,470) (292,996) (294,526) 554,851 (736,139)
Income tax and social contribution (236,305) (200,007) (56,326) (282,655) (36,377) 65,320 236,305 (510,045)
Result of the period of continued operation (193,663) 434,252 (128,912) 684,454 164,789 342,231 193,663 (501,975) 994,839
Profit from discontinued operations 31,935 28,103 (28,103) 31,935
Net profit for the period (193,663) 466,187 (128,912) 684,454 164,789 370,334 193,663 (530,078) 1,026,774
Result attributed to:
Controlling shareholders (216,895) 368,360 (90,771) 207,024 45,465 292,881 216,895 (530,078) 292,881
Non-controlling shareholders 23,232 97,827 (38,141) 477,430 119,324 77,453 (23,232) 733,893
(193,663) 466,187 (128,912) 684,454 164,789 370,334 193,663 (530,078) 1,026,774
Other selected information
Depreciation and amortization 2,891,481 281,708 218,193 563,123 68 3,968 (2,891,481) 1,067,060
EBITDA 4,619,656 1,270,310 202,613 2,105,103 143,127 830,098 (4,619,656) (530,078) 4,021,173
Additions to fixed assets, intangible assets and contract assets 2,370,829 454,037 50,482 1,468,194 419 5,082 (2,370,829) 1,978,214
EBITDA reconciliation
Income for the period (193,663) 466,187 (128,912) 684,454 164,789 370,334 193,663 (530,078) 1,026,774
Income taxes and social contribution 236,305 200,007 56,326 282,655 36,377 (65,320) (236,305) 510,045
Financial result 1,685,533 322,408 57,006 574,871 (58,107) 521,116 (1,685,533) 1,417,294
Depreciation and amortization 2,891,481 281,708 218,193 563,123 68 3,968 (2,891,481) 1,067,060
EBITDA 4,619,656 1,270,310 202,613 2,105,103 143,127 830,098 (4,619,656) (530,078) 4,021,173
23
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

3Q23 (Restated)
Reported segments Reconciliation Consolidated
Raízen Compass Moove Course Radar Cosan<br><br><br>Corporate Deconsolidation of Joint Ventures Elimination Between Segments
Result
Net operating revenue 59,444,370 4,389,593 2,573,135 3,175,072 172,107 9 (59,444,370) (14,205) 10,295,711
Cost of goods sold and services provided (54,893,366) (3,496,902) (1,841,183) (1,737,523) (3,542) 54,893,366 14,205 (7,064,945)
Gross profit 4,551,004 892,691 731,952 1,437,549 168,565 9 (4,551,004) 3,230,766
Selling expenses (1,661,014) (42,066) (276,197) (11,202) 1,661,014 (329,465)
General and administrative expenses (738,916) (193,952) (169,947) (161,082) (17,153) (135,940) 738,916 (678,074)
Other income (expenses), net (254,768) 728,571 2,159 (46,630) 376,435 343,338 254,768 1,403,873
Equity in associates’ earnings (62,608) 42,461 32,265 (4,743) 1,061,216 62,608 (1,056,474) 74,725
Equity income in joint ventures 1,339 (31,200) (29,861)
Financial result (1,706,020) (177,493) (80,558) (677,782) 8,464 (546,997) 1,706,020 (1,474,366)
Financial expenses (1,276,436) (215,140) (73,061) (377,296) (1,640) 20,883 1,276,436 (646,254)
Financial revenue 184,928 242,521 27,827 307,116 10,104 134,809 (184,928) 722,377
Foreign exchange variation (410,330) (71,725) (34,744) (218,328) (431,311) 410,330 (756,108)
Derivatives (204,182) (133,149) (580) (389,274) (271,378) 204,182 (794,381)
Income tax and social contribution (130,424) (414,682) (75,580) (91,843) (33,434) 115,436 130,424 (500,103)
Result of the period of continued operation (2,746) 835,530 131,829 482,614 498,134 805,862 2,746 (1,056,474) 1,697,495
Profit from discontinued operations 29,512 13,245 (13,245) 29,512
Net profit for the period (2,746) 865,042 131,829 482,614 498,134 819,107 2,746 (1,069,719) 1,727,007
Result attributed to:
Controlling shareholders (50,176) 705,411 92,303 146,067 125,938 678,752 50,176 (1,069,719) 678,752
Non-controlling shareholders 47,430 159,631 39,526 336,547 372,196 140,355 (47,430) 1,048,255
(2,746) 865,042 131,829 482,614 498,134 819,107 2,746 (1,069,719) 1,727,007
Other selected information
Depreciation and amortization 2,495,886 237,610 63,761 562,443 69 3,750 (2,495,886) 867,633
EBITDA 4,329,584 1,694,827 351,728 1,814,682 523,173 1,254,418 (4,329,584) (1,069,719) 4,569,109
Additions to fixed assets, intangible assets and contract assets 2,242,758 745,849 40,604 848,002 5,487 9,789 (2,242,758) 1,649,731
EBITDA reconciliation
Income for the period (2,746) 865,042 131,829 482,614 498,134 819,107 2,746 (1,069,719) 1,727,007
Income taxes and social contribution 130,424 414,682 75,580 91,843 33,434 (115,436) (130,424) 500,103
Financial result 1,706,020 177,493 80,558 677,782 (8,464) 546,997 (1,706,020) 1,474,366
Depreciation and amortization 2,495,886 237,610 63,761 562,443 69 3,750 (2,495,886) 867,633
EBITDA 4,329,584 1,694,827 351,728 1,814,682 523,173 1,254,418 (4,329,584) (1,069,719) 4,569,109
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

9M24
Reported segments Reconciliation
Raízen Compass Moove Course Radar Cosan Corporate Deconsolidation of Joint Ventures Elimination Between Segments Consolidated
Result
Net operating revenue 184,326,407 13,484,910 7,652,472 10,473,017 612,193 2,076 (184,326,407) (42,307) 32,182,361
Cost of goods sold and services provided (173,641,671) (10,783,987) (5,450,209) (5,519,771) (163,507) (43) 173,641,671 42,307 (21,875,210)
Gross profit 10,684,736 2,700,923 2,202,263 4,953,246 448,686 2,033 (10,684,736) 10,307,151
Selling expenses (4,882,887) (138,751) (982,673) (34,025) 4,882,886 (1,155,450)
General and administrative expenses (2,326,321) (555,532) (765,200) (442,227) (50,032) (330,869) 2,326,321 (2,143,860)
Other income (expenses), net 2,313,149 602,666 65,012 (2,735,955) (6,156) (389,001) (2,313,149) (2,463,434)
Equity in associates’ earnings (196,139) 110,691 52,204 19,921 2,883,163 196,139 (1,158,904) 1,907,075
Equity income in joint ventures (1,820) (56,451) (58,271)
Financial result (4,882,716) (777,877) (103,078) (1,842,543) 7,529 (3,002,457) 4,882,716 (5,718,426)
Financial expenses (4,188,420) (1,346,668) (123,629) (2,292,946) (26,638) (2,030,965) 4,188,420 (5,820,846)
Financial revenue 756,488 765,821 96,237 816,621 34,168 309,235 (756,488) 2,022,082
Foreign exchange variation (1,927,468) (268,784) (68,472) (677,040) (1) (1,495,951) 1,927,468 (2,510,248)
Derivatives 476,684 71,754 (7,214) 310,822 215,224 (476,684) 590,586
Income tax and social contribution (768,882) (590,461) (179,936) (638,683) (51,190) 1,074,383 768,882 (385,887)
Result of the period of continued operation (59,060) 1,351,659 236,388 (689,803) 368,758 180,801 59,059 (1,158,904) 288,898
Profit from discontinued operations 31,935 28,103 (28,103) 31,935
Net profit for the period (59,060) 1,383,594 236,388 (689,803) 368,758 208,904 59,059 (1,187,007) 320,833
Result attributed to:
Controlling shareholders (96,384) 1,108,774 165,475 (211,218) 123,977 (126,402) 96,383 (1,187,007) (126,402)
Non-controlling shareholders 37,324 274,820 70,913 (478,585) 244,781 335,306 (37,324) 447,235
(59,060) 1,383,594 236,388 (689,803) 368,758 208,904 59,059 (1,187,007) 320,833
Other selected information
Depreciation and amortization 7,618,069 786,959 362,841 1,738,998 205 11,782 (7,618,069) 2,900,785
EBITDA 13,210,607 3,538,891 882,243 3,530,421 412,624 2,148,760 (13,210,608) (1,187,007) 9,325,931
Additions to fixed assets, intangible assets and contract assets 9,592,128 1,423,002 138,730 3,611,070 5,214 7,572 (9,592,128) 5,185,588
EBITDA reconciliation
Income for the period (59,060) 1,383,594 236,388 (689,803) 368,758 208,904 59,059 (1,187,007) 320,833
Income taxes and social contribution 768,882 590,461 179,936 638,683 51,190 (1,074,383) (768,882) 385,887
Financial result 4,882,716 777,877 103,078 1,842,543 (7,529) 3,002,457 (4,882,716) 5,718,426
Depreciation and amortization 7,618,069 786,959 362,841 1,738,998 205 11,782 (7,618,069) 2,900,785
EBITDA 13,210,607 3,538,891 882,243 3,530,421 412,624 2,148,760 (13,210,608) (1,187,007) 9,325,931
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

9M23 (Restated)
Reported segments Reconciliation
Raízen Compass Moove Course Radar Cosan Corporate Deconsolidation of Joint Ventures Elimination Between Segments Consolidated
Result
Net operating revenue 163,201,592 13,536,502 7,677,425 8,322,012 472,654 2,017 (163,201,592) (45,738) 29,964,872
Cost of goods sold and services provided (148,946,450) (10,818,789) (5,627,718) (5,032,456) (43,926) (3,648) 148,946,450 45,738 (21,480,799)
Gross profit 14,255,142 2,717,713 2,049,707 3,289,556 428,728 (1,631) (14,255,142) 8,484,073
Selling expenses (4,248,556) (122,351) (858,953) (28,845) (556) 4,248,556 (1,010,705)
General and administrative expenses (2,285,072) (489,075) (447,051) (384,321) (51,710) (329,132) 2,285,072 (1,701,289)
Other income (expenses), net 1,851,564 671,538 (19,995) (92,031) 456,368 693,840 (1,851,564) 1,709,720
Equity in associates’ earnings (175,556) 140,291 54,532 16,704 693,891 175,556 (710,596) 194,822
Equity income in joint ventures 1,339 1,362,217 1,363,556
Financial result (4,445,220) (877,929) (221,923) (1,961,077) 22,660 (4,347,987) 4,445,220 (7,386,256)
Financial expenses (4,197,552) (1,284,430) (189,998) (2,451,971) (5,151) (6,392,184) 4,197,552 (10,323,734)
Financial revenue 594,358 672,986 72,010 871,155 27,811 307,952 (594,358) 1,951,914
Foreign exchange variation 707,620 81,022 (66,701) 183,425 1,181,826 (707,620) 1,379,572
Derivatives (1,549,646) (347,507) (37,234) (563,686) 554,419 1,549,646 (394,008)
Income tax and social contribution (1,699,110) (1,665,519) (432,836) (158,288) (71,838) 1,490,675 1,699,110 (837,806)
Result of the period of continued operation 3,253,192 374,668 68,949 720,865 800,912 (438,683) (3,253,192) (710,596) 816,115
Profit from discontinued operations 45,419 20,384 (20,384) 45,419
Net profit for the period 3,253,192 420,087 68,949 720,865 800,912 (418,299) (3,253,192) (730,980) 861,534
Result attributed to:
Controlling shareholders 3,104,468 242,382 48,327 219,070 221,201 (1,268,080) (3,104,468) (730,980) (1,268,080)
Non-controlling shareholders 148,724 177,705 20,622 501,795 579,711 849,781 (148,724) 2,129,614
3,253,192 420,087 68,949 720,865 800,912 (418,299) (3,253,192) (730,980) 861,534
Other selected information
Depreciation and amortization 5,863,450 657,168 206,009 1,602,783 207 11,643 (5,863,450) 2,477,810
EBITDA 15,260,972 3,620,703 929,717 4,443,013 850,297 2,450,656 (15,260,972) (730,980) 11,563,406
Additions to fixed assets, intangible assets and contract assets 8,328,846 1,779,497 118,247 2,468,609 31,346 33,848 (8,328,846) 4,431,547
EBITDA reconciliation
Income for the period 3,253,192 420,087 68,949 720,865 800,912 (418,299) (3,253,192) (730,980) 861,534
Income taxes and social contribution 1,699,110 1,665,519 432,836 158,288 71,838 (1,490,675) (1,699,110) 837,806
Financial result 4,445,220 877,929 221,923 1,961,077 (22,660) 4,347,987 (4,445,220) 7,386,256
Depreciation and amortization 5,863,450 657,168 206,009 1,602,783 207 11,643 (5,863,450) 2,477,810
EBITDA 15,260,972 3,620,703 929,717 4,443,013 850,297 2,450,656 (15,260,972) (730,980) 11,563,406
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

09/30/2024
Reported segments Reconciliation
Raízen Compass Moove Rumo Radar Cosan Corporate Deconsolidation of Joint Ventures Elimination Between Segments Consolidated
Statement of financial position:
Cash and cash equivalents 10,614,226 5,478,928 565,606 7,171,913 27,791 1,383,330 (10,614,226) 14,627,568
Marketable securities 1,750,502 1,180,325 234,175 1,916,930 401,399 1,063,354 (1,750,502) 4,796,183
Trade receivables 13,539,896 2,014,875 1,197,215 691,353 301,471 (13,539,896) 4,204,914
Derivative financial instruments 12,609,372 204,254 36,223 1,407,491 939,723 (12,609,372) 2,587,691
Inventories 17,881,290 387,150 1,578,027 264,534 (17,881,290) 2,229,711
Sectorial financial assets 696,017 696,017
Other financial assets 52,292 3,705 655 (52,292) 4,360
Other current assets 11,276,848 1,592,994 282,093 1,053,353 639,328 2,104,503 (11,276,848) (554,300) 5,117,971
Other non-current assets 16,808,130 1,397,148 232,838 3,355,920 24,265 5,070,530 (16,808,130) (172,541) 9,908,160
Investments in associates 1,198,539 247,540 88,161 30,639,994 (16,837,663) 15,336,571
Investments in joint ventures 1,311,764 46,745 11,348,492 (1,311,764) 11,395,237
Biological assets 3,709,368 (3,709,368)
investment properties 15,566,348 15,566,348
Contract assets 3,104,340 1,077,110 8,231 (3,104,340) 1,085,341
Right-of-use assets 9,558,748 1,599,061 278,608 8,129,932 3,119 17,713 (9,558,748) 10,028,433
Fixed assets 35,176,044 1,456,866 832,475 18,946,365 19 51,165 (35,176,044) 21,286,890
Intangible assets 9,773,314 16,598,770 2,769,414 6,581,858 8,576 (9,773,314) 25,958,618
Loans, borrowings and debentures (49,724,540) (14,506,335) (3,156,659) (19,485,799) (24,845,818) 49,724,540 (61,994,611)
Derivative financial instruments - liabilities (11,718,062) (210,315) (43,437) (1,272,502) (823,793) 11,718,062 (2,350,047)
Trade payables (22,824,542) (1,748,183) (1,625,059) (1,135,530) (20,098) (3,488) 22,824,542 (4,532,358)
Employee benefits payables (1,209,972) (217,611) (102,863) (333,327) (38,900) 1,209,972 (692,701)
Sectorial financial liabilities (1,970,214) (1,970,214)
Other current liabilities (9,243,688) (1,309,125) (346,256) (1,500,687) (344,885) (949,752) 9,243,688 38,401 (4,412,304)
Lease liabilities (11,528,138) (1,883,893) (287,875) (4,027,459) (3,337) (24,720) 11,528,138 (6,227,284)
Other non-current liabilities (14,393,190) (3,772,275) (591,083) (6,870,901) (530,592) (2,337,635) 14,393,190 688,440 (13,414,046)
Total assets (net of liabilities) allocated by segment 26,524,002 9,267,791 1,862,328 15,187,729 16,152,989 23,603,274 (26,524,002) (16,837,663) 49,236,448
Total assets 147,166,134 34,885,742 8,015,560 49,813,934 17,051,901 52,627,380 (147,166,134) (17,564,504) 144,830,013
Shareholders’ equity attributable to:
Controlling shareholders 25,775,026 5,948,412 1,306,379 4,555,526 5,027,346 19,923,819 (25,775,026) (16,837,663) 19,923,819
Non-controlling shareholders 748,976 3,319,379 555,949 10,632,203 11,125,643 3,679,455 (748,976) 29,312,629
Total shareholders’ equity 26,524,002 9,267,791 1,862,328 15,187,729 16,152,989 23,603,274 (26,524,002) (16,837,663) 49,236,448
27
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

12/31/2023
Reported segments Reconciliation
Raízen Compass Moove Rumo Radar Cosan Corporate Deconsolidation of Joint Ventures Elimination Between Segments Consolidated
Balance sheet items:
Cash and cash equivalents 7,915,876 3,931,532 773,552 7,233,993 39,946 2,679,458 (7,915,876) 14,658,481
Marketable securities 349,584 800,267 77,814 1,396,107 239,361 990,412 (349,584) 3,503,961
Trade receivables 13,438,430 1,550,973 1,101,854 556,298 234,801 710 (13,438,430) 3,444,636
Derivative financial instruments - assets 10,888,050 175,655 1,561,493 809,651 (10,888,050) 2,546,799
Inventories 17,310,692 292,335 1,284,773 215,605 1 (17,310,692) 1,792,714
Sectorial financial assets 548,700 548,700
Other financial assets 103,774 2,423 690 (103,774) 3,113
Other current assets 8,478,292 1,553,524 193,836 841,417 375,716 3,152,651 (8,478,292) (1,106,687) 5,010,457
Other non-current assets 13,957,596 1,166,991 209,823 3,528,375 14,378 3,832,013 (13,957,596) (180,880) 8,570,700
Investments in associates 1,630,124 2 312,302 88,656 32,792,891 (17,212,606) 17,611,369
Investments in joint ventures 1,321,982 48,566 11,693,876 (1,321,982) 11,742,442
Biological assets 3,818,316 (3,818,316)
investment properties 15,976,126 15,976,126
Contract assets 3,108,696 1,041,421 10,684 (3,108,696) 1,052,105
Right-of-use assets 9,645,522 1,588,292 195,953 7,703,754 3,319 22,200 (9,645,522) 9,513,518
Fixed assets 30,144,420 1,255,012 755,955 19,176,386 24 52,597 (30,144,420) 21,239,974
Intangible assets 9,677,254 13,299,255 2,679,983 6,664,143 6,906 (9,677,254) 22,650,287
Loans, borrowings and debentures (39,634,986) (10,017,150) (2,207,028) (18,964,841) (25,715,635) 39,634,986 (56,904,654)
Derivative financial instruments - liabilities (7,870,706) (360,784) (742) (1,471,795) (1,581,824) 7,870,706 (3,415,145)
Trade payables (20,150,654) (1,534,041) (1,494,568) (1,084,931) (68,422) (2,563) 20,150,654 (4,184,525)
Employee benefits payables (966,452) (301,560) (147,313) (318,550) (61,906) 966,452 (829,329)
Sectorial financial liabilities (1,810,698) (1,810,698)
Other current liabilities (10,642,734) (1,703,128) (336,080) (1,583,216) (182,298) (1,239,688) 10,642,734 571,201 (4,473,209)
Lease liabilities (11,304,874) (1,636,943) (198,964) (3,406,843) (3,502) (29,542) 11,304,874 (5,275,794)
Other non-current liabilities (12,284,662) (2,678,578) (580,103) (6,537,271) (543,490) (2,367,850) 12,284,662 716,444 (11,990,848)
Total assets (net of liabilities) allocated by segment 27,303,416 8,793,622 2,320,121 15,870,992 16,174,615 25,034,358 (27,303,416) (17,212,528) 50,981,180
Total assets 130,158,484 28,836,504 7,284,919 49,238,439 16,972,327 56,033,366 (130,158,484) (18,500,173) 139,865,382
Shareholders’ equity attributable to:
Controlling shareholders 26,561,384 5,798,294 1,624,273 4,766,403 5,023,574 20,955,291 (26,561,384) (17,212,528) 20,955,307
Non-controlling shareholders 742,032 2,995,328 695,848 11,104,589 11,151,041 4,079,067 (742,032) 30,025,873
Total shareholders’ equity 27,303,416 8,793,622 2,320,121 15,870,992 16,174,615 25,034,358 (27,303,416) (17,212,528) 50,981,180
28
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

4.1 NET SALES BY SEGMENT

3Q24 3Q23 (Restated) 9M24 9M23 (Restated)
Reported segment
Raízen
Ethanol 7,137,410 5,994,933 18,392,284 17,272,964
Sugar 14,453,006 9,320,232 28,672,624 20,641,387
Gasoline 17,436,232 16,673,046 48,823,304 50,025,976
Diesel 29,056,550 24,280,438 77,246,718 65,915,374
Cogeneration 1,983,602 1,077,488 3,656,222 2,637,647
Other 2,843,107 2,098,233 7,535,255 6,708,244
72,909,907 59,444,370 184,326,407 163,201,592
Compass
Natural gas distribution
Industrial 3,191,641 2,783,104 8,883,732 8,679,873
Residential 688,605 598,901 1,738,114 1,706,041
Cogeneration 126,022 155,551 378,647 569,045
Automotive 121,778 138,957 357,168 456,277
Commercial 234,756 212,244 641,789 615,352
Construction revenue 425,193 389,262 1,126,377 1,083,882
Other 159,438 111,574 359,083 426,032
4,947,433 4,389,593 13,484,910 13,536,502
Moove
Finished product 2,247,458 1,913,252 6,522,220 6,396,207
Base oil 172,980 214,497 491,602 595,342
Services 211,482 445,386 638,650 685,876
2,631,920 2,573,135 7,652,472 7,677,425
Rumo
North operations 3,016,419 2,439,718 8,266,335 6,349,746
South operations 564,981 577,472 1,730,394 1,581,225
Container operations 170,863 157,882 476,288 391,041
3,752,263 3,175,072 10,473,017 8,322,012
Radar
Lease and sale of lands 322,222 172,107 612,193 472,654
322,222 172,107 612,193 472,654
Reconciliation
Cosan Corporate 2,064 9 2,076 2,017
Deconsolidation of joint venture and eliminations (72,919,512) (59,458,575) (184,368,714) (163,247,330)
Total 11,646,297 10,295,711 32,182,361 29,964,872
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

4.2 INFORMATION ON GEOGRAPHICAL AREA

Net sales
3Q24 3Q23 9M24 9M23
Brazil 10,167,977 8,873,402 27,921,234 25,593,357
Europe ^(i)^ 805,692 764,976 2,274,019 2,311,538
Latin America (ii) 68,811 62,323 202,562 191,167
North America (iii) 603,817 595,010 1,784,546 1,868,810
Total 11,646,297 10,295,711 32,182,361 29,964,872
Other non-current assets
--- --- ---
09/30/2024 12/31/2023
Brazil 13,704,390 12,584,481
Europe (i) 2,978 3,275
Latin America (ii) 7,910 10,087
North America (iii) 11,758 8,969
13,727,036 12,606,812
Main countries:
---
(i) England, France, Spain and Portugal;
--- ---
(ii) Argentina, Bolivia, Uruguay and Paraguay, and
(iii) United States of America
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.  FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities are stated as classified below:

Parent Company Consolidated
Note 09/30/2024 12/31/2023 09/30/2024 12/31/2023
Assets
Fair value through financial result
Cash and cash equivalents 5.2 1,073,849 1,667,155 2,542,184 3,298,142
Marketable securities 5.3 920,658 705,777 4,796,183 3,503,961
Derivative financial instruments 5.6 745,510 157,816 2,587,691 2,546,799
Other financial assets 4,360 3,113
2,740,017 2,530,748 9,930,418 9,352,015
Amortized cost
Cash and cash equivalents 5.2 106,307 102,821 12,085,384 11,360,339
Trade receivables 5.7 4,204,914 3,444,636
Restricted cash 5.3 42,776 81,621 170,195 203,252
Receivables from related parties 5.8 469,204 348,096 421,866 340,091
Sectorial financial assets 5.10 696,017 548,700
Dividends and interest on equity receivable 17 155,426 319,135 165,451 255,777
773,713 851,673 17,743,827 16,152,795
Total 3,513,730 3,382,421 27,674,245 25,504,810
Liabilities
Amortized cost
Loans, borrowings and debentures (17,771,323) (13,496,324) (33,711,493) (33,952,162)
Trade payables 5.9 (3,462) (2,431) (4,532,358) (4,184,525)
Consideration payable (205,512) (203,094)
Other financial liabilities (1,241,274) (476,895)
Leases 5.5 (24,721) (29,543) (6,227,284) (5,275,794)
Railroad concession payable 13 (3,620,713) (3,565,373)
Related parties payable 5.8 (7,364,732) (6,648,867) (424,776) (323,238)
Dividends payable 17 (3,495) (276,065) (81,127) (549,054)
Sectorial financial liabilities 5.10 (1,970,214) (1,810,698)
Installment of tax debts 14 (217,188) (211,226) (267,858) (217,348)
(25,384,921) (20,664,456) (52,282,609) (50,558,181)
Fair value through financial result
Loans, borrowings and debentures (28,283,118) (22,952,492)
Derivative financial instruments 5.6 (823,793) (645,985) (2,350,047) (3,415,145)
(823,793) (645,985) (30,633,165) (26,367,637)
Total (26,208,714) (21,310,441) (82,915,774) (76,925,818)
31
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.1. RESTRICTIVE CLAUSES

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

Company Debt Triggers Ratios
Cosan Corporate
Cosan Luxembourg S.A. * Senior Notes due 2027 Proforma net debt ^(iv)^ / pro forma EBITDA ^(iv)^ cannot exceed 3.5x 2.61
* Senior Notes due 2029
* Senior Notes due 2030
* Senior Notes due 2031
Compass
Comgás S.A. * 4th issue debenture Short-term debt / total debt ^(iii)^ cannot exceed 0.6x 0.20
Comgás S.A. * Debenture Net onerous debt ^(xi)^ / EBITDA ^(ii)^ cannot exceed 4.0x 1.77
* BNDES
* Loan 4131
Compagas * 4th issue debenture Net debt / EBITDA ^(ii)^ cannot exceed 3.5x 2,50
Sulgás * BNDES Net debt / EBITDA ^(ii)^ cannot exceed 3.5x (0.69)
General indebtedness ratio (Total liabilities / Total liabilities + Annual shareholders' equity) may not exceed 0.8 0.69
Necta * 1st issue debenture Net debt / EBITDA ^(ii)^ cannot exceed 4.0x 0.56
Moove
MLH *Syndicated Loan Net debt^(i)^ / EBITDA ^(ii)^ cannot exceed 3.5x at the end of each quarter 1.76
ICSD ^(x)^ cannot be less than 2.5x at the end of each quarter 6.10
Rumo
Rumo S.A. * Debenture (11th, 12th, 13th and 14th) ^(viii)^ ICJ ^(ix)^ = EBITDA^(ii)^ / Financial result^(v)^ cannot be less than 2.0x 5.35
* ECA
Rumo S.A. * NCE Net debt ^(i)^ / EBITDA ^(ii)^ cannot exceed 3.5x 1.40
* ECA
* Senior Notes due 2028^(vi)^
* Senior Notes due 2032^(vii)^
* Debentures ^(vii)^
Brado * NCE Net debt ^(i)^ / EBITDA ^(ii)^ cannot exceed 3.3x 1.05
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

(i) Net debt consists of the balance of loans, borrowings and debentures (“Gross Debt”), net of cash and cash equivalents, marketable securities and derivative financial instruments on debt.
(ii) Corresponds to the accumulated EBITDA for the last twelve months.
(iii) Total debt means the sum of current and non-current loans, borrowings and debentures, and current and non-current derivative financial instruments.
(iv) Net debt and pro forma EBITDA, including the equivalent of 50% of joint venture financial information as determined in the agreements. Net debt and pro forma EBITDA are non-GAAP measures. Pro forma EBITDA corresponds to the accumulated period of the last 12 months. For the covenants of the Senior Notes, the amounts of the unrestricted subsidiaries are excluded.
(v) The financial result of net debt is represented by the cost of net debt.
(vi) Senior Notes due 2028 was the first green issue in the freight railroad sector in Latin America. The subsidiary Rumo is committed to using the funds to finance all or part of ongoing and future projects that contribute to the promotion of a low-carbon and resource-efficient transportation sector in Brazil. The eligible projects are distributed in the areas of “acquisition, replacement and updating of rolling stock”, “infrastructure for duplication of railroad sections, new yards and yard extensions” and “railroad modernization”. The subsidiary issues an annual report showing the progress of the projects, which can be accessed directly on the investor relations page.
(vii) The Senior Notes due 2032 was a Sustainability-Linked Bonds (SLBs) issue with the sustainable target of reducing greenhouse gas emissions by 17.6%per ton of useful kilometer (TKU) by 2026, with the base date of December 2020 as the starting point. The company is subject to a step-up of 25 basis points from July 2027 if it fails to meet this target, which would increase the interest rate to 4.45% p.a.
(viii) The 11th, 12th and 13th debentures have a contractual leverage covenant limited to 3.0x. However, they have a waiver that allows the issuer to exceed this ratio up to a limit of 3.5x until December 31, 2027.
(ix) Interest Coverage Ratio (Índice de Cobertura de Juros) (“ICJ”).
(x) Debt Service Coverage Ratio (Índice de Cobertura do Serviço da Dívida) (“ICSD”).
(xi) Net onerous debt consists of the balance of current and non-current debt, net of cash and cash equivalents and marketable securities.

Other ESG (Environmental, Social, and Corporate Governance) commitments

Malha Paulista's 2nd Debenture is linked to the sustainable target of reducing greenhouse gas emissions per TKU by 15% by 2023, from the base date of December 2019. The company will benefit from a step-down of 25 basis points in each series if it reaches this target, which would reduce the rate from 2024 to CDI + 1.54% in the 1st series and IPCA + 4.52% in the 2nd series. In April 2024, compliance with the condition for the rate step-down was verified and the company will benefit in the next capitalization period.

Rumo S.A.'s 17th Debenture is linked to the sustainable goal of reducing (i) 17.6% of tons of direct greenhouse gas emissions per TKU by 2026; and (ii) 21.6% by 2030, with 2020 as the reference. The company is subject to a step-up of 25 basis points in both series if it fails to meet the targets.

As of September 30, 2024, the Company and its subsidiaries were in compliance with all financial and non-financial restrictive clauses.

The terms of the loans include cross-default provisions.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.2. CASH AND CASH EQUIVALENTS

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Cash and bank accounts 251 625,070 209,479
Savings account 55,763 102,400 449,246 431,011
Financial Investments 1,124,393 1,667,325 13,553,252 14,017,991
1,180,156 1,769,976 14,627,568 14,658,481

Financial investments include the following:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Bank investments
Repurchase Agreements (i) 822,273 1,667,155 2,206,390 3,259,210
Certificate of bank deposits - CDB 251,576 335,794
Other investments 38,932
1,073,849 1,667,155 2,542,184 3,298,142
Repurchase agreements 77,553 616,633
Certificate of bank deposits - CDB 50,344 10,901,304 9,807,983
Other 200 170 32,211 295,233
50,544 170 11,011,068 10,719,849
1,124,393 1,667,325 13,553,252 14,017,991
(i) The repurchase agreements are allocated to the WG Renda Fixa Crédito Privado Fundo de Investimento (“WG”), which was created in the form of an open-ended fund and is managed by Itaú Unibanco Asset Management Ltda. (“Itaú Asset”). The fund's portfolio is composed of investments in public bonds and repurchase agreements backed by federal public bonds.
--- ---

The Company's onshore financial investments bear interest at rates approximating 100% of the Brazilian interbank offered rate (Certificado de Depósito Interbancário, or "CDI") as of September 30, 2024 and December 31, 2023. Offshore financial investments are remunerated at rates around 100% of the Fed funds (Federal Reserve System). The sensitivity analysis of interest rate risks is in 5.12.

34

Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.3. MARKETABLE SECURITIES AND RESTRICTED CASH

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Marketable securities
Government securities (i) 920,658 705,777 4,310,604 3,107,813
Certificate of bank deposits 367,900 300,142
ESG Funds 117,679 96,006
920,658 705,777 4,796,183 3,503,961
Current 920,658 705,777 4,678,504 3,407,955
Non-current 117,679 96,006
Total 920,658 705,777 4,796,183 3,503,961
Parent Company Consolidated
--- --- --- --- ---
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Restricted cash
Securities pledged as collateral 42,776 81,621 170,195 203,252
42,776 81,621 170,195 203,252
Current 8,280 7,860
Non-current 42,776 81,621 161,915 195,392
Total 42,776 81,621 170,195 203,252
(i) The sovereign debt securities declared interest linked to the Special System of Liquidation and Custody (Sistema Especial de Liquidação e Custódia), or “SELIC”, with a yield of approximately 100% of the CDI.
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.4. LOANS, BORROWINGS AND DEBENTURES

a)      Composition

Interest Parent Company
Description Index Interest Rate Currency 09/30/2024 12/31/2023 Maturity Objective
No Warranty
Debentures CDI + 2.65% Real 1,208,141 Aug-25 Investments
CDI + 1.65% 12.48% Real 758,001 784,475 Aug-28 Capital management
CDI + 1.50% 12.31% Real 418,335 406,471 May-28 Capital management
CDI + 1.50% 12.31% Real 744,210 Jun-34 Capital management
CDI + 1.90% 12.75% Real 1,151,602 1,117,966 May-32 Capital management
CDI + 2.00% 12.86% Real 909,239 942,010 Aug-31 Capital management
CDI + 2.40% 13.31% Real 1,052,212 1,020,673 Apr-28 Capital management
CDI + 2.40% 13.31% Real 1,031,855 998,542 Jun-28 Capital management
CDI + 1.80% 12.64% Real 1,273,751 1,260,684 Jan-31 Capital management
CDI + 1.00% 11.76% Real 743,315 Jun-29 Capital management
IPCA + 5.75% 10.46% Real 421,270 412,478 Aug-31 Capital management
Prefixed 8.02% Dollar 1,667,050 1,451,867 Jun-30 Capital management
Prefixed 7.52% Dollar 3,262,982 2,897,097 Sep-29 Capital management
Commercial bank notes CDI + 1.75% 12.59% Real 564,924 547,755 Dec-28 Capital management
CDI + 1.80% 12.64% Real 457,249 448,165 Jan-31 Capital management
Loan 4131 Prefixed 6.60% Dollar 3,315,328 Jun-31 Capital management
Total 17,771,323 13,496,324
Current 382,024 800,987
Non-current 17,389,299 12,695,337
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Interest Consolidated
Description Index Currency Annual interest rate 09/30/2024 12/31/2023 Maturity Objective Segments
With guarantee
Loan 4131 Prefixed Euro 860,658 Oct-25 Investments Cosan Corporate
Prefixed Yen 602,487 Oct-25 Investments Cosan Corporate
Prefixed Euro 1,954,022 Oct-26 Investments Cosan Corporate
Prefixed Yen 1,135,226 Oct-26 Investments Cosan Corporate
Prefixed Euro 812,496 Oct-27 Investments Cosan Corporate
Prefixed Yen 470,951 Oct-27 Investments Cosan Corporate
BNDES URTJLP Real 8.97% 1,885,244 2,210,390 Jul-31 Investments Rumo
Prefixed Real 6.00% 32,055 128,494 Dec-24 Investments Rumo
Prefixed Real 29 Jan-24 Investments Rumo
IPCA + 5.74% Real 10.45% 1,068,699 893,810 Dec-36 Investments Compass
IPCA + 6.01% Real 10.73% 307,997 304,276 Dec-36 Investments Compass
IPCA + 3.25% Real 7.84% 1,381,818 1,547,664 Jun-34 Investments Compass
IPCA + 4.10% Real 8.73% 94,623 112,946 Apr-29 Investments Compass
IPCA + 4.10% Real 16.48% 145,122 140,016 Apr-29 Investments Compass
Export credit note CDI + 2.25% Real 12.88% 41,761 78,965 May-26 Capital management Rumo
CDI + 2.25% Real 12.88% 75,465 60,774 Feb-26 Capital management Rumo
CDI + 2.20% Real 11.82% 30,277 30,252 Mar-26 Capital management Rumo
CDI + 2.07% Real 12.69% 50,361 52,101 Mar-25 Capital management Rumo
CDI + 1.29% Real 11.82% 51,754 May-29 Capital management Rumo
SOFR + 1.30% Dollar 6.14% 276,557 487,544 Jan-25 Capital management Rumo
Bank credit note IPCA Real 5.43% 888,130 954,205 Jan-48 Investments Rumo
IPCA + 6,48% Real 11.22% 109,962 Aug-42 Investments Rumo
Debentures CDI + 1.79% Real 753,435 Jun-24 Investments Rumo
CDI + 1.30% Real 11.84% 759,390 Oct-27 Capital management Rumo
IPCA + 4.52% Real 10.91% 757,675 773,556 Jun-31 Investments Rumo
IPCA + 5.80% Real 10.51% 493,265 Mar-34 Investments Rumo
IPCA + 5.93% Real 10.64% 599,425 Mar-39 Investments Rumo
Export Credit Agency (“ECA”) Euribor + 0.58% Euro 3.94% 36,057 48,849 Sep-26 Investments Rumo
DI + 1.36% Real 12.15% 60,000 Jan-25 Capital management Compass
8,386,247 15,172,536
No Warranty
37
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Interest Consolidated
Description Index Currency Annual interest rate 09/30/2024 12/31/2023 Maturity Objective Segments
Loan 4131 Prefixed Dollar 5.50% 13,636 31,920 Mar-25 Investments Moove
Prefixed Dollar 2.13% 1,079,629 943,486 Feb-25 Capital management Compass
Prefixed Dollar 4.04% 836,571 734,191 May-26 Capital management Compass
Prefixed Dollar 1.36% 362,774 Feb-24 Capital management Compass
Prefixed Euro 4.88% 488,057 Mar-25 Capital management Compass
Perpetual Notes Prefixed Dollar 8.25% 2,758,384 2,451,160 Nov-40 Acquisition Cosan Corporate
Senior Notes Due 2027 Prefixed Dollar 7.00% 2,204,837 2,016,330 Jan-27 Acquisition Cosan Corporate
Senior Notes Due 2028 Prefixed Dollar 5.25% 2,407,840 2,178,449 Jan-28 Investments Rumo
Senior Notes Due 2029 Prefixed Dollar 5.50% 4,024,483 3,622,922 Sep-29 Acquisition Cosan Corporate
Senior Notes Due 2030 Prefixed Dollar 7.50% 3,032,457 2,642,023 Jun-30 Capital management Cosan Corporate
Senior Notes Due 2031 Prefixed Dollar 7.25% 3,299,693 Jun-31 Capital management Cosan Corporate
Senior Notes Due 2032 Prefixed Dollar 4.20% 2,278,956 2,066,885 Jan-32 Investments Rumo
Debentures IPCA + 4.68% Real 9.34% 241,896 396,201 Feb-26 Investments Rumo
IPCA + 4.50% Real 9.15% 1,566,557 1,596,910 Jun-31 Investments Rumo
IPCA + 3.60% Real 8.21% 408,627 413,881 Dec-30 Investments Rumo
IPCA + 6.80% Real 11.55% 991,604 1,004,762 Apr-30 Investments Rumo
IPCA + 3.90% Real 8.52% 1,138,518 1,113,820 Oct-29 Investments Rumo
IPCA + 5.73% Real 10.43% 518,745 551,709 Oct-33 Investments Rumo
IPCA + 4.00% Real 8.63% 1,037,165 1,077,141 Dec-35 Investments Rumo
IPCA + 4.54% Real 9.19% 241,140 254,232 Jun-36 Investments Rumo
IPCA + 5.99% Real 10.71% 469,139 470,177 Jun-32 Investments Rumo
IPCA + 5.76% Real 10.47% 724,794 753,439 Aug-29 Investments Rumo
IPCA + 6,05% Real 10.77% 735,330 Aug-36 Investments Rumo
IPCA + 6.42% Real 10.91% 148,235 Jun-34 Investments Rumo
IPCA + 6.53% Real 10.91% 531,650 Jun-39 Investments Rumo
IPCA + 6.18% Real 10.91% 717,616 749,252 May-33 Investments Rumo
IPCA + 4.33% Real 8.97% 596,734 554,147 Oct-24 Investments Compass
IGPM + 6.10% Real 10.90% 375,257 359,639 May-28 Capital management Compass
CDI + 2.65% Real 1,208,141 Jan-00 Investments Cosan Corporate
CDI + 1.90% Real 12.75% 1,151,602 1,117,966 May-32 Investments Cosan Corporate
CDI + 1.50% Real 12.31% 418,335 406,471 May-28 Investments Cosan Corporate
CDI + 1.50% Real 12.75% 744,210 Jun-34 Investments Cosan Corporate
CDI + 1.95% Real 12.55% 735,565 Jan-00 Investments Compass
38
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Interest Consolidated
Description Index Currency Annual interest rate 09/30/2024 12/31/2023 Maturity Objective Segments
CDI + 1.45% Real 12.25% 411,967 399,457 Dec-26 Investments Compass
CDI + 1.55% Real 12.37% 1,815,463 1,764,022 Nov-30 Investments Compass
CDI + 1.55% Real 12.30% 71,245 Jan-27 Investments Compass
CDI + 2,24% Real 5.68% 227,440 Dec-26 Capital management Compass
CDI + 1.08% Real 5.68% 1,501,154 Mar-29 Investments Compass
IPCA + 5.12% Real 9.80% 528,347 550,342 Aug-31 Investments Compass
100.00% CDI Real 11.53% 1,504,146 Mar-29 Capital management Compass
IPCA + 7.36% Real 12.14% 87,572 80,960 Dec-25 Investments Compass
IPCA + 5.22% Real 9.90% 496,165 533,854 Aug-36 Investments Compass
IPCA + 6,38% Real 11.11% 720,384 Jul-34 Investments Compass
IPCA + 6,45% Real 11.19% 707,946 Jul-39 Investments Compass
CDI + 1.65% Real 12.48% 758,001 784,475 Aug-28 Capital management Cosan Corporate
CDI + 2.40% Real 13.31% 1,052,212 1,020,673 Apr-28 Capital management Cosan Corporate
CDI + 2.40% Real 13.31% 1,031,855 998,542 Jun-28 Capital management Cosan Corporate
CDI + 2.00% Real 12.86% 909,238 942,011 Aug-31 Capital management Cosan Corporate
CDI + 1.80% Real 12.64% 1,273,751 1,260,684 Jan-31 Capital management Cosan Corporate
CDI + 1.00% Real 10.46% 743,315 Jun-29 Capital management Cosan Corporate
IPCA + 5.75% Real 10.46% 421,270 412,478 Aug-31 Capital management Cosan Corporate
Working capital SOFR + 1.50% Dollar 1.50% 2,058,508 2,175,107 May-27 Acquisition Moove
Working capital SONIA + 1.30% GBP 1.30% 256,116 Jun-26 Acquisition Moove
Export Credit Note SOFR+ 1.30% Dollar 6.14% 277,593 Jun-27 Acquisition Moove
Export Prepayment SOFR-06 + 1.30% Dollar 6.61% 550,806 Jun-27 Acquisition Moove
Commercial bank notes CDI + 1.75% Real 12.59% 564,924 547,755 Dec-28 Capital management Cosan Corporate
CDI + 1.80% Real 12.64% 457,249 448,165 Jan-31 Capital management Cosan Corporate
53,608,364 41,732,118
Total 61,994,611 56,904,654
Current 4,521,976 4,882,398
Non-current 57,472,635 52,022,256
39
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

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

To calculate the average rates, the market interest curves on September 30, 2024 were considered on an annual basis.

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

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

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
1 to 2 years 569,067 2,585,223 4,800,498
2 to 3 years 356,066 6,834,642 6,255,752
3 to 4 years 3,128,925 360,698 7,545,740 6,626,698
4 to 5 years 4,604,744 3,319,442 11,746,686 7,554,468
5 to 6 years 3,286,632 3,327,245 7,581,768 8,143,128
6 to 7 years 4,922,446 3,101,714 6,709,997 6,777,099
7 to 8 years 607,651 1,650,648 5,971,946 2,599,593
Over 8 years 482,835 366,523 8,496,633 9,265,020
17,389,299 12,695,337 57,472,635 52,022,256

b)     Movement

Parent Company Consolidated
Balance as of January 1, 2024 13,496,324 56,904,654
Proceeds 4,421,447 13,305,974
Repayment of principal (1,160,058) (10,815,516)
Payment of interest (1,135,219) (3,516,016)
Payment of interest on work in progress (98,478)
Business combination 285,033
Interest, foreign exchange variation and fair value 2,148,829 5,928,960
Balance as of September 30, 2024 17,771,323 61,994,611
40
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

c)        Guarantees

The subsidiary Rumo has some financing contracts with development banks for investments, which are guaranteed by bank guarantees at an average cost of 0.68% p.a. or by real guarantees (assets) and escrow accounts. On September 30, 2024, the balance of bank guarantees contracted was R$2,695,461 (R$3,120,034 on December 31, 2023).

The subsidiary MLH has a bank guarantee for a loan from Cosan Lubrificantes S.R.L. (“Moove Argentina”), with an average annual cost of 0.18%, and a guarantee with first-tier banks for payment to third parties, with an average annual cost of 3.90%. On September 30, 2024, the balance of guarantees contracted was R$14,201 (R$31,931 on December 31, 2023).

d)        Unused lines of credit

As of September 30, 2024, the Company had credit lines with banks rated AA, which were not used, in the amount of R$1,829,779 (R$2,102,756 as of December 31, 2023). The use of these lines of credit is subject to certain contractual conditions.

e)        Offset of assets and liabilities

Internalization of Senior Note due 2031 (Note 2):

Compensation Loan 4131 and Time deposit
Gross value Compensated amount Net value
Time deposit (Notional) 3,268,860 (3,268,860)
Time deposit (Interest) 56,333 (56,333)
3,325,193 (3,325,193)
Loan 4131 (principal and exchange rate variation) (i) (3,268,860) 3,268,860
Loan 4131 (interest) (56,333) 56,333
(3,325,193) 3,325,193
(i) The amounts are equivalent to U.S.$600,000 thousand, using the Ptax conversion rate of September 30, 2024, which was R$5.4481.
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41
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Compensation Debenture and TRS
Gross value Compensated amount Net value
TRS (Notional) 4,892,394 (4,892,394)
TRS (Interest) 41,713 (41,713)
4,934,107 (4,934,107)
Debentures principal and exchange rate variation) (i) (4,892,394) 4,892,394
Debentures (interest) (41,713) 41,713
(4,934,107) 4,934,107
(i) The amounts are equivalent to US$898,000 thousand, using the Ptax conversion rate of September 30, 2024, which was R$5.4481.
--- ---

Since the Company has the legally enforceable right to offset the amounts and the intention to settle them simultaneously, for consolidation purposes the Company has offset the asset relating to the Total Return Swap (“TRS”) on the balance sheet against the debt liability arising from the debentures and the Time Deposit against the Loans 4131, presenting them at net value, as well as their respective impacts on the income statement. In this way, no sensitivity analysis is carried out either, as both transactions are risk-free for the company.

f)         Fair value and exposure to financial risk

The fair value of the loans is based on the discounted cash flow, using the implicit discount rate. They are classified as level 2 fair value in the hierarchy (Note 5.11).

Details of the Company's exposure to risks arising from loans are shown in Note 5.12.

5.5. LEASES LIABILITIES

Parent Company Consolidated
At January 1, 2024 29,543 5,275,794
Additions 948,552
Write-offs (10,419)
Settlement interest and foreign exchange variation 2,327 675,870
Repayment of principal (4,828) (546,126)
Payment of interest (2,332) (282,432)
Contractual adjustment 11 145,391
Business combination (i) 20,404
Transfers between liabilities 250
At September 30, 2024 24,721 6,227,284
Current 8,927 946,463
Non-current 15,794 5,280,821
24,721 6,227,284
(i) Lease liabilities identified in the acquisition of Compagas, see note 9.3.
--- ---

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

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

3Q24 3Q23 9M24 9M23
Variable lease payments not included in the recognition of lease obligations 13,377 8,827 38,625 30,536
Expenses related to short-term leases 7,465 16,437 20,422 22,030
Low asset leasing costs, excluding short-term leases 2,344 804 7,521 1,455
23,186 26,068 66,568 54,021
42
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

The lease balances recorded by the Company include the contract of the indirect subsidiary Rumo Malha Central S.A. (“Rumo Malha Central”) and the renewal amendment to the contract of the indirect subsidiary Rumo Malha Paulista, which have an implicit rate identified and are therefore readily determinable. In other words, in these cases, the appreciation does not generate distortions in the liabilities and the right of use, in accordance with Circular Letter 2/2019 of the Brazilian Securities and Exchange Commission (“CVM”). This particularity of the Company means that the effects on the balances (of lease liabilities, right of use, financial expense and depreciation expense), if the measurement were made at the present value of the expected installments plus projected future inflation, would not be relevant to influence the decisions of users and, consequently, to be presented in the interim financial statements.

The Company recorded lease liabilities at the present value of the installments including any tax credits to which it will be entitled at the time of payment of the leases. The potential PIS/COFINS credit included in liabilities on September 30, 2024 is R$27,911 (R$32,244 at December 31, 2023).

5.6. DERIVATIVE FINANCIAL INSTRUMENTS

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

Parent Company Consolidated
Notional Fair value Notional Fair value
09/30/2024 12/31/2023 09/30/2024 12/31/2023 09/30/2024 12/31/2023 09/30/2024 12/31/2023
Exchange rate derivatives
Forward agreements 114,559 6,716 (6,847) (147)
FX option agreements 411,000 363,098 8,963 30,677
525,559 369,814 2,116 30,530
Commodity derivatives
Forward contract - NDF 40,616 28,494 364 4,333
40,616 28,494 364 4,333
Interest rate and exchange rate risk
Swap agreements (interest rate) 602,710 7,038,443 9,472 (9,945) 6,713,724 7,209,400 (56,373) (10,686)
Swap agreements (interest and FX) 12,849,472 10,434,580 680,585 (562,802) 21,296,075 18,260,969 649,655 (1,546,736)
Forward agreements (interest and FX) 126,472 (3,720) 8,985,594 (939,559)
Swap agreements (interest and inflation) 12,060,130 14,307,844 216,010 853,639
13,452,182 17,599,495 690,057 (576,467) 40,069,929 48,763,807 809,292 (1,643,342)
Share price risk
Swap agreements - (TRS) 2,076,288 1,775,341 (768,340) 88,298 2,076,288 1,775,341 (768,340) 88,297
Call Spread 9,510,160 5,594,212 194,212 366,296
Collar (Vale Shares) 13,114,720 285,540
2,076,288 1,775,341 (768,340) 88,298 11,586,448 20,484,273 (574,128) 740,133
Total financial instruments (78,283) (488,169) 237,644 (868,346)
Current assets 54,935 619,281 202,399
Non-current assets 745,510 102,881 1,968,410 2,344,400
Current liabilities (768,405) (364,747) (1,833,210) (1,250,520)
Non-current liabilities (55,388) (281,238) (516,837) (2,164,625)
Total (78,283) (488,169) 237,644 (868,346)
43
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Below, we demonstrate the opening value of derivative debt and non-debt derivative financial instruments:

Parent company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Derivative financial instruments 690,057 (576,467) 809,292 (990,764)
Non-derivative financial instruments (768,340) 88,298 (571,648) 122,418
(78,283) (488,169) 237,644 (868,346)

Debt derivative financial instruments are only used for economic hedging purposes and not as speculative investments.

a)             Fair value hedge

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

There is an economic relationship between the hedged item and the hedging instrument, since the terms of the interest rate and exchange rate swap correspond to the terms of the fixed rate loan, i.e. notional amount, term and payment. The Company established a hedge ratio close to 1:1 for the hedging relationships, since the underlying risk of the interest rate and exchange rate swap is identical to the hedged risk component. To test the effectiveness of the hedge, the Company uses the discounted cash flow method and compares the changes in the fair value of the hedging instrument with the changes in the fair value of the hedged item attributable to the hedged risk. The sources of hedge ineffectiveness that are expected to affect the hedging relationship during its term assessed by the Company are mainly: (i) a reduction or modification in the hedged item; and (ii) a change in the credit risk of the Company or the counterparty to the swaps entered. The amounts relating to the items designated as hedging instruments were as follows:

Registered value Accumulated fair value adjustment
Notional 09/30/2024 12/31/2023 9M24 9M23
FX rate risk hedge
Designated items
Export prepayment – (“PPE”) 2 (Moove) (48)
PPE - (Moove) (536,300) (550,806) 4,803
NCE - (Moove) (269,870) (277,593) 241
Senior notes 2028 (Rumo Luxembourg) (2,791,600) (2,407,840) (2,178,449) (49,257) 49,955
Senior notes 2032 (Rumo Luxembourg) (2,259,375) (2,278,956) (2,066,885) (70,495) (15,702)
NCE USD (Rumo Malha Norte) (241,700) (276,557) (487,544) (3,207) 5,867
Total debt (6,098,845) (5,791,752) (4,732,878) (117,915) 40,072
Derivative financial instruments
Swap - PPE 2 (Moove) (12,661)
PPE - (Moove) 536,300 (5,451) (5,451)
NCE - (Moove) 269,870 (1,763) (1,763)
Swaps Senior Notes 2028 (Rumo Luxembourg) 2,791,600 (170,407) (460,939) (290,533) 5,653
Swaps Senior Notes 2032 (Rumo Luxembourg) 2,259,375 50,302 (239,630) (289,933) 104,709
Swap exchange rate and interest (Rumo Malha Norte) 241,700 28,559 5,293 (23,266) (20,162)
Total derivatives 6,098,845 (98,760) (695,276) (610,946) 77,539
Total (5,890,512) (5,428,154) (728,861) 117,611
44
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Registered value Accumulated fair value adjustment
Notional 09/30/2024 12/31/2023 9M24 9M23
Interest rate risk hedge
Designated items
Debenture 5th issue - single series (Comgás) (81,846)
BNDES Project VIII (Comgás) (812,499) (714,581) (803,990) 83,093 62,644
Debenture (Rumo) (10,189,275) (10,318,990) (7,973,671) (717,490) 190,258
ACF (Rumo) (116,389) (109,962) (3,503)
Finem (Rumo) (23,371) (24,226) (36,301) (894) 601
CCB (Rumo) (951,095) (888,419) (954,205) (41,178) (2,879)
Total debt (12,092,629) (12,056,178) (9,768,167) (679,972) 168,778
Derivative financial instruments
Debenture 5^th^ issue - single series (Comgás) 14,086
BNDES Project VIII (Comgás) 812,499 (85,379) (56,085) (29,294) (9,137)
Swaps Debenture (Rumo) 10,305,664 60,016 559,964 499,950 (275,594)
Finem (Rumo) 23,371 1,400 1,600 200 (1,628)
CCB (Rumo) 951,095 (57,503) (15,221) 42,282 1,826
Derivative total 12,092,629 (81,466) 490,258 513,138 (270,447)
Total (12,137,644) (9,277,909) (166,834) (101,669)

b)            Fair value option

Certain derivative instruments have not been assigned to documented hedge structures.

The Company has chosen to irrevocably designate the hedged liabilities to be recorded at fair value through profit or loss. Considering that derivative instruments are recorded at fair value through profit or loss, the accounting effects are similar to those that would be obtained through hedge documentation:

Registered Value Accumulated fair value
Notional 09/30/2024 12/31/2023 9M24 9M23
FX rate risk
Items
Senior Notes 2027 (Cosan Luxembourg) USD + 7.0% (2,135,655) 2,204,837 (2,016,330) 3,140,193 579,552
Export Credit Agreement (Rumo) EUR + 0.58% (25,369) (36,057) (48,849) (634) (1,235)
Scotibank 2021 USD + 1.60% (362,774) 6,716
Scotibank 2022 USD + 2.51% (1,097,400) (1,079,629) (943,486) 13,543 49,199
Scotibank 2023 USD + 4.76% (749,310) (836,571) (734,191) (8,162) 4,503
BNP Paribas 2024 EUR + 5.74% (475,679) (488,056) (12,378)
Total (4,483,413) (235,476) (4,105,630) 3,132,562 638,735
Derivative instruments
Swap Senior Notes 2027 (Cosan Luxembourg) BRL + 114.48% CDI 2,135,655 151,134 (46,214) 1,428,175 314,870
Inflation and interest rate swaps (Rumo) BRL + 108% CDI 25,369 10,524 9,316 (1,208) 5,772
Scotibank 2021 CDI + 1.25% (63,184) 63,184 (46,039)
Scotibank 2022 CDI + 1.20% 1,097,400 (36,834) (212,180) 175,346 (137,375)
BNP Paribas 2024 CDI + 1.35% 475,679 36,083 184,738
Scotibank 2018 107.9% CDI (28,050)
Scotibank 2023 CDI + 1.30% 749,310 58,055 (22,611) 80,666 (28,570)
Total derivatives 4,483,413 218,962 (334,873) 1,930,901 80,608
Total (16,514) (4,440,503) 5,063,463 719,343
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Registered Value Accumulated fair value adjustment
Notional 09/30/2024 12/31/2023 9M24 9M23
FX rate risk
Items
BNDES Projects VI and VII (Comgás) IPCA + 4.10% (107,401) (94,623) (112,946) 2,204 29,656
BNDES Project VIII (Comgás) IPCA + 3.25% (707,003) (667,237) (743,674) 27,943 60,302
BNDES Project IX (Comgás) IPCA + 5.74% (565,582) (577,943) (598,752) 23,355 (19,707)
BNDES Project IX - Sub A (Comgás) IPCA + 5.74% (306,207) (299,194) 7,196
BNDES Project IX - Sub A (Comgás) IPCA + 5.74% (196,598) (191,562) 1,681
BNDES Project IX - Sub B (Comgás) IPCA + 6.01% (315,186) (307,997) 7,781
6th issue - single series (Comgás) IPCA + 4,33% (523,993) (596,734) (554,148) 45 (40,744)
4th issue - 3rd series (Comgás) IPCA + 7.36% (76,545) (87,572) (80,960) 268 (11,732)
9th issue - 1st series (Comgás) IPCA + 5.12% (500,000) (528,347) (550,342) 56,485 (15,799)
11th issue - 1st series (Comgás) IPCA + 6.38% (750,000) (720,384) 14,093
9th issue - 2nd series (Comgás) IPCA + 5.22% (500,000) (496,165) (533,854) 86,579 (15,491)
11th issue - 2nd Series (Comgás) IPCA + 6.45% (750,000) (707,946) 16,950
Debentures (Rumo) IPCA + 4.68% (180,000) (241,896) (396,201) 816 10,048
Debentures (Rumo) IPCA + 4.50% (600,000) (760,497) (774,939) (33,425) 21,980
Total (6,078,515) (6,278,097) (4,345,816) 211,971 18,513
Derivative instruments
BNDES Projects VI and VII (Comgás) 87.50% of CDI 107,401 (2,418) 64 (2,482) (628)
BNDES Project VIII (Comgás) 82.94% of CDI 707,003 (29,463) (6,578) (22,885) (3,533)
BNDES Project IX (Comgás) 98.9% of CDI 565,582 25,138 46,904 (21,766) 6,768
BNDES Project IX - Sub A (Comgás) 98.49% of CDI 306,207 (2,877) (2,877)
BNDES Project IX - Sub A (Comgás) 92.35% of CDI 196,598 (1,930) (1,930)
BNDES Project IX - Sub B (Comgás) 95.55% of CDI 315,186 (3,415) (3,415)
6th issue - single series (Comgás) 89.9% of CDI 523,993 23,489 20,116 3,373 (5,542)
4th issue - 3rd series (Comgás) 112.49% of CDI 76,545 4,043 4,567 (524) (691)
9th issue - 1st series (Comgás) 109.20% of CDI 500,000 35,918 42,093 (6,175) 7,192
11th issue - 1st series (Comgás) 100.45% of CDI 750,000 (15,934) (15,934)
9th issue - 2nd series (Comgás) 110.60% of CDI 500,000 5,802 26,901 (21,099) 8,149
11th issue - 2nd Series (Comgás) 99.70% of CDI 750,000 (18,818) (18,818)
Debentures (Rumo) 107% CDI 180,000 59,447 81,885 22,438 (3,954)
Debentures (Rumo) 103% CDI 600,000 152,651 147,429 (5,222) (63,629)
Total derivatives 6,078,515 231,633 363,381 (97,316) (55,868)
Total (6,046,464) (3,982,435) 114,655 (37,355)
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

c)             Cash flow hedge

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

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

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

On September 30, 2024, the ineffective portion related to Brent was reclassified to financial income. The impacts recognized in the subsidiary's equity and the estimated realization in equity are shown below:

a)             Composition

Financial instruments Subsidiary Risk Unit Notional R$ Fair value 09/30/2024 Book value 09/30/2024 ( - ) Deferred taxes Effect on shareholders' equity 09/30/2024
Leasing Compass FX rate BRL (1,783,341) (206,739) (206,739) 70,292 (136,447)
Effect on balance sheet (1,783,341) (206,739) (206,739) 70,292 (136,447)

b)            Movement

Financial instruments Net operating revenue Net financial result Comprehensive income Gains or (losses) realized
Future (BRENT) (5,149) (17,880) 23,029
Leasing (3,182) (244) (206,739)
September 30, 2024 (8,331) (18,124) (206,739) 23,029

5.7. TRADE RECEIVABLES

Consolidated
09/30/2024 12/31/2023
Domestic market 3,398,060 2,790,623
Unbilled receivables (i) 966,603 782,813
Foreign market - foreign currency 43,847 32,308
4,408,510 3,605,744
Expected credit losses (203,596) (161,108)
4,204,914 3,444,636
Current 4,032,624 3,330,488
Non-current 172,290 114,148
Total 4,204,914 3,444,636
(i) Unbilled revenue refers to the portion of the monthly gas supply for which measurement and billing have not been completed.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.8. RELATED PARTIES

a)            Accounts receivable and payable with related parties:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Current assets
Commercial operations
Raízen S.A. 4,752 7,798 84,984 63,004
Rumo S.A. 3,151 6,214
CLI Sul S.A. 10 10 21,451 21,633
Cosan Lubrificantes e Especialidades S.A. 3,035 5,722
Aguassanta Participações S.A. 88 88
Compass Gás e Energia S.A. 2,976 4,253
Termag - Terminal Marítimo de Guarujá S.A. 14,286 9,286
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) 35,080
Vale S.A 8,859 5,000
Radar Gestão de Investimentos S.A. 233 233
Norgás S.A. 3,893 8,976
Other 251 121 2,163 452
14,408 24,206 170,949 108,439
Financial and corporate operations
Raízen S.A. 42,772 36,020 42,624 36,032
Cosan Dez Participações S.A. 111,659
Ligga S.A. 107,000
Other 2,556 1,466
45,328 149,145 42,624 143,032
Total current assets 59,736 173,351 213,573 251,471
Non-current assets
Commercial operations
Termag - Terminal Marítimo de Guarujá S.A. 25,071 36,952
25,071 36,952
Financial and corporate operations
Raízen S.A. 28,808 46,911 28,829 46,935
Cosan Lubrificantes e Especialidades S.A. 119,341 127,834
Rumo Malha Paulista S.A 111,659
Ligga S.A. 149,660 149,660
Other 4,733 4,733
409,468 174,745 183,222 51,668
Total non-current assets 409,468 174,745 208,293 88,620
Related parties receivables 469,204 348,096 421,866 340,091
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Current liabilities
Commercial operations
Raízen S.A. 17,089 4,099 319,043 232,713
Termag - Terminal Marítimo de Guarujá S.A. 4,660 10,500
Associação Gestora da Ferrovia Interna do Porto de Santos (AG-FIPS) 48,072
Aguassanta Participações S.A. 984
Cosan Lubrificantes e Especialidades S.A. 8,265 1,065
Norgás S.A. 6,816
Radar Gestão de Investimentos S.A. 95 95
Vale S.A 99 4,000
Others 1,143 6,065 2,503 32,726
26,592 11,229 374,472 287,739
Financial and corporate operations
Raízen S.A. 47,603 32,405 49,226 34,421
Cosan Overseas Limited 35,203 31,282
Cosan Luxembourg S.A 98,272 123,983
181,078 187,670 49,226 34,421
Total current liabilities 207,670 198,899 423,698 322,160
Non-current liabilities
Financial and corporate operations
Cosan Lubrificantes e Especialidades S.A. 636,438 655,683
Cosan Luxembourg S.A 3,776,427 3,355,612
Cosan Overseas Limited 2,743,118 2,437,595
Raízen S.A. 1,079 1,078 1,078 1,078
Total non-current liabilities 7,157,062 6,449,968 1,078 1,078
Payables to related parties 7,364,732 6,648,867 424,776 323,238
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)            Transactions with related parties:

Parent Company Consolidated
3Q24 3Q23 9M24 9M23 3Q24 3Q23 9M24 9M23
Operating income
Raízen S.A. 663,784 244,962 929,673 588,746
Raízen International Universal Corporation 1,543 1,743
Elevações Portuárias S.A. 7,821
Vale S.A. 22,717 22,913
Others 409 5,083
686,910 246,505 957,669 598,310
Purchase of goods / inputs / services
Raízen S.A. (6) (2) (21) (7) (664,055) (583,112) (1,815,169) (1,646,546)
Vale S.A. (167) (2,336)
Elevações Portuárias S.A. (3,234) (3,234)
Others (13,203)
(6) (2) (21) (7) (664,222) (586,346) (1,817,505) (1,662,983)
Shared income (expenses)
Aguassanta Participações S.A. (4) (4)
Compass Gás e Energia S.A. 75,663 1,958 86,121 5,611
Companhia de Gás de São Paulo - COMGÁS (10) (12) (181)
Cosan Lubrificantes e Especialidades S.A. 1,634 1,446 4,596 3,666
Raízen S.A. (1,971) (785) (3,697) (3,699) (7,718) (19,445) (68,211) (60,754)
Rumo S.A. 1,439 1,591 4,064 4,190
Others (76) (4) (9) 14 (76) (23) 20
Trizy - Sinlog Tec. Em Logistica S.A. 129
76,679 4,206 91,063 9,730 (7,794) (19,449) (68,234) (60,738)
Financial result
Cosan Luxembourg S.A. 25,253 (350,542) (577,862) (59,882)
Cosan Overseas Limited (2,358) (146,009) (473,207) (46,881)
Aldwych Temple Venture Capital Limited 46,191
Others 3 (1) 3 (1)
22,898 (496,552) (1,051,066) (60,573)
Total 99,571 (492,348) (960,024) (50,850) 14,894 (359,290) (928,070) (1,125,411)
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

The Company has a cost-sharing agreement that describes the sharing of activities and expenses, along with reimbursement guidelines and other commercial terms for the allocation of group expenses.

c)             Remuneration of administrators and directors

The Company has a compensation policy approved by the Board of Directors. Compensation from the Company's key management personnel includes salaries, contributions to a defined post-employment benefit plan and stock-based compensation. On May 29, 2024, the Annual General Meeting approved the overall annual remuneration of the directors for the 2024 financial year. We present below the results of the Parent Company on September 30, 2024:

3Q24 3Q23 9M24 9M23
Short-term benefits to employees and managers 11,928 8,390 32,560 25,272
Share-based compensation 15,410 31,269 43,147 52,746
Post-employment benefits 160 137 447 389
Benefits from termination of employment contract 1,645
27,498 39,796 77,799 78,407

5.9. TRADE PAYABLES

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Material and services suppliers 3,462 2,431 3,421,171 3,110,114
Natural gas/ transport and logistics suppliers 1,111,187 1,074,411
3,462 2,431 4,532,358 4,184,525
Current 3,462 2,431 4,513,318 3,920,273
Non-current 19,040 264,252
Total 3,462 2,431 4,532,358 4,184,525

5.10. SECTORIAL FINANCIAL ASSET AND LIABILITY

Sectorial Assets Sectorial liabilities Total
At January 1, 2024 548,700 (1,810,698) (1,261,998)
Cost of gas (3,493) (3,493)
Tax credits (35,086) (35,086)
Interest and monetary update 50,922 (124,430) (73,508)
Business combination 5,980 5,980
Deferral of IGP-M 93,908 93,908
At September 30, 2024 696,017 (1,970,214) (1,274,197)
Current 224,564 (67,198) 157,366
Non-current 471,453 (1,903,016) (1,431,563)
Total 696,017 (1,970,214) (1,274,197)
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

5.11 RECOGNIZED FAIR VALUE MEASUREMENTS

All resulting fair value estimates are included in level 2, except for a contingent consideration payable where fair values were determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

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

Carrying amount Assets and liabilities measured at fair value
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Note Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Investment funds 5.2 2,542,184 3,298,142 2,542,184 3,298,142
Marketable securities 5.3 4,796,183 3,503,961 4,796,183 3,503,961
Other financial assets 4,360 3,113 4,360 3,113
Investment properties^(i)^ 11.5 15,566,348 15,976,126 15,566,348 15,976,126
Derivate financial instruments 5.6 2,587,691 2,546,799 2,587,691 2,546,799
Total 25,496,766 25,328,141 4,360 9,926,058 15,566,348 3,113 9,348,902 15,976,126
Liabilities
Loans, borrowings and debentures^(ii)^ 5.4 (61,994,611) (56,904,654) (28,283,118) (22,952,492)
Derivative financial instruments 5.6 (2,350,047) (3,415,145) (2,350,047) (3,415,145)
Total (64,344,658) (60,319,799) (30,633,165) (26,367,637)
(i) The fair value of investment properties was determined based on the direct comparative method of market data applied to transactions with similar properties (type, location and quality of the property), and to some extent based on sales quotes for potential transactions with comparable assets (level 3). The methodology used to determine fair value considers direct comparisons of market information, such as market surveys, homogenization of values, spot market prices, sales, distances, facilities, access to land, topography and soil, land use (type of crop) and rainfall levels, among other data, in line with the standards issued by the Brazilian Association of Technical Standards (Associação Brasileira de Normas Técnicas, or “ABNT”). The discount rates used vary between 11.12% p.a. and 11.20% p.a. on September 30, 2024, and December 31, 2023.
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(ii) The fair value of the Company's loans does not differ significantly from their book value except for debts that are designated at fair value through the result.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

For debts that have a market value quoted on the Luxembourg (Luxembourg Stock Exchange or “LuxSE”), the measurement of fair value for disclosure purposes is based on the quoted market price as follows:

Debt Company 09/30/2024 12/31/2023
Senior Notes 2028 Rumo Luxembourg S.à r.l. 99.37% 96.41%
Senior Notes 2032 Rumo Luxembourg S.à r.l. 89.29% 85.65%
Senior Notes 2027 Cosan Luxembourg S.A. 100.73% 100.92%

5.12. FINANCIAL RISK MANAGEMENT

This note explains the exposure to financial risks and how these risks may affect the group's future financial performance. The current year profit and loss information has been included, where relevant, to add further context.

Risk Exposure arising from Measurement Management
Market risk - foreign exchange <ol><br><li><font>Future commercial transactions.</font></li><br><li><font>Recognized financial assets and liabilities not denominated in Reais.</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol> <ol><br><li><font>Cash flow forecasting</font></li><br><li><font>Sensitivity analysis</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol> Foreign currency
Market risk - interest Cash and cash equivalents, securities, loans, borrowings and debentures, leases and derivative financial instruments. Sensitivity analysis Interest rate swap
Market risk – price <ol><br><li><font>Future business transactions</font></li><br><li><font>Investment in securities</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol> <ol><br><li><font>Cash flow forecasting</font></li><br><li><font>Sensitivity analysis</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol> <ol><br><li><font>Future price of electricity (purchase and sale)</font></li><br><li><font>Derivative protection for valuation and devaluation of shares</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol>
Credit risk Cash and cash equivalents, marketable securities, trade receivables, derivatives, receivables from related parties, dividends and investment property <ol><br><li><font>Analysis by maturity</font></li><br><li><font>Credit ratings</font></li><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br></ol> Cash and cash equivalents and lines of credit
Liquidity risk Loans, borrowings and debentures, accounts payable to suppliers, other financial liabilities, REFIS, leases, derivatives, payables to related parties and dividends. Cash flow forecasting Cash and cash equivalents and lines of credit

The Company's Management identifies, evaluates and protects financial risks in close cooperation with the operating units. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

When all the relevant criteria are met, hedge accounting is applied to eliminate the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in the recognition of interest expense at a fixed interest rate for hedged floating interest rate loans and inventories, at the fixed exchange rate for hedged purchases.

The Company may opt for the formal designation of new debt operations for which it has derivative financial instruments of the swap type for the exchange of exchange variation and interest, as measured at fair value. The fair value option is intended to eliminate inconsistencies in the result arising from differences between the measurement credits of certain liabilities and their hedging instruments. Thus, both the swaps and the respective debts are now measured at fair value. This option is irrevocable and should only be made when the transaction is initially recorded.

The Company's policy is to maintain a capital base to promote investor, creditor and market confidence, and to guarantee the future development of the business. Management monitors that the return on capital is adequate for each of its businesses.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

a)    Market Risk

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

The company uses derivative instruments to manage market risks. All these operations are carried out within the guidelines defined by the Risk Management Committee. In general, the company seeks to apply hedge accounting to manage the volatility of gains or losses.

  1. Foreign exchange risk

On September 30, 2024, and December 31, 2023, the Company had the following net exposure to the exchange rate variation of assets and liabilities denominated in U.S. dollars, euros, yen and pound sterling:

09/30/2024 12/31/2023
Cash and cash equivalents 704,200 284,956
Trade payables (734,269) (441,768)
Loans, borrowings and debentures (22,663,322) (24,861,084)
Leases (1,885,705) (1,627,104)
Consideration payable (205,512) (203,094)
Derivative financial instruments 21,663,897 14,182,102
FX exposure, net (3,120,711) (12,665,992)

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

Scenarios
Instrument Risk factor Probable 25% 50% (25%) (50%)
Cash and cash equivalents Low FX rate 453,888 622,766 794,368 279,563 107,962
Trade payables High FX rate 204 (15,098) (30,399) 15,506 30,807
Derivative financial instruments Low FX rate 3,065,395 8,137,352 13,896,061 (3,381,489) (9,140,672)
Loans, borrowings and debentures High FX rate (2,336,228) (8,051,857) (13,700,681) 3,245,790 8,894,613
Leases High FX rate (1,777,077) (2,246,937) (2,716,797) (1,307,217) (837,356)
Consideration payable High FX rate 683 1,610 2,536 (244) (1,171)
Impacts on profit or loss before taxes (593,135) (1,552,164) (1,754,912) (1,148,091) (945,817)

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

Exchange rate sensitivity analysis
09/30/2024 Scenarios
Probable 25% 50% (25%) (50%)
U.S. $ 5.4481 5.4300 6.7875 8.1450 4.0725 2.7150
Euro 6.0719 6.1359 7.6699 9.2039 4.6019 3.0680
GBP 7.2999 7.3848 9.2310 11.0772 5.5386 3.6924

On September 30, 2024, the Company had no net exposure to exchange rate variations on liabilities denominated in yen.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

ii. Interest rate risk

The Company and its subsidiaries monitor fluctuations in variable interest rates related to their loans and use derivative instruments to minimize the risks of fluctuation in variable interest rates.

A sensitivity analysis of the interest rates on loans and financing in compensation for investments in CDI with pre-tax increases and reductions of 25% and 50% is presented below:

Scenarios
Interest rate exposure Probable 25% 50% (25%) (50%)
Cash and cash equivalents 6,619,482 7,022,838 7,426,192 6,216,128 5,812,772
Marketable securities 1,675,275 1,799,012 1,922,749 1,551,537 1,427,799
Restricted cash 23,060 27,800 32,540 18,320 13,580
Lease and concession in installments (121,000) (133,862) (160,635) (80,317) (53,545)
Leases liabilities (430,819) (431,178) (431,538) (430,463) (430,108)
Derivative financial instruments (1,558,596) (2,201,967) (2,830,658) (682,400) 244,487
Loans, borrowings and debentures (18,537,799) (20,084,614) (21,002,877) (18,248,085) (17,329,822)
Other financial liabilities (71,369) (87,076) (102,782) (55,662) (39,955)
Impacts on the result before taxes (12,401,766) (14,089,047) (15,147,009) (11,710,942) (10,354,792)

Part of the amount shown under derivative financial instruments corresponds to the Total Return Swap (TRS):

Scenarios
Interest rate exposure Probable 25% 50% (25%) (50%)
Derivative financial instruments (764) (6) (12) 6 13

The probable scenario considers the estimated interest rate, made by a specialized third party and the Central Bank of Brazil ("BACEN"), as follows:

Scenarios
Probable 25% 50% (25%) (50%)
SELIC 11.71% 14.64% 17.56% 8.78% 5.85%
CDI 11.61% 14.51% 17.41% 8.71% 5.80%
TJLP462 (TJLP + 1% p.a.) 7.90% 9.63% 11.35% 6.18% 4.45%
TJLP 6.90% 8.63% 10.35% 5.18% 3.45%
IPCA 4.00% 5.00% 6.00% 3.00% 2.00%
IGPM 4.09% 5.12% 6.14% 3.07% 2.05%
Fed Funds 3.50% 4.38% 5.25% 2.63% 1.75%
SOFR 3.61% 4.51% 5.42% 2.71% 1.81%
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

(iii)         Price Risk

  • Options

We use derivative financial instruments called options to limit our exposure to changes in the value of Vale Shares subject to call options. The widely accepted methodology used to calculate the fair value of options is based on the Black & Scholes pricing model. The values calculated in the sensitivity analysis of the mentioned structure reflect the impacts of the intrinsic values of the options according to the appreciation or devaluation of the shares.

Scenarios
Instrument Interest Probable 25% 50% (25%) (50%)
VALE3 (Call Spread) 1.34% 194,212 420,066 646,421 49,673 (4,797)
  • Call Option (“Call”)

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

As of September 30, 2024, the Company measured the fair value of the call option and concluded that it is out of price.

  • Contingent put option

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

The prices for the exercise of the options are calculated based on the initial amounts of R$4,115,000 and R$4,000,000 adjusted by a weighted average rate of CDI + 1.25% minus the dividends received by non-controlling shareholders in this period, which, on September 30, 2024, is represented by the amounts of R$4,475,959 and R$3,946,780, respectively.

  • Total Return Swap (TRS)

We are exposed to risks linked to CSAN3's share prices. To mitigate such exposures, total return swap derivatives of 113,348,712 shares of CSAN3 were contracted, in which the Company receives the variation in the share price and proceeds on the active end and pays CDI + 1.42% on the passive end.

The sensitivity analysis considers the closing price of the shares as shown below:

Scenarios
Instrument Probable 25% 50% (25%) (50%)
Net exposure (852,960) 370,650 741,301 (367,136) (741,301)
Value of the share (CSAN3) 13.08 16.35 19.62 9.81 6.54
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)        Credit risk

The Company's regular operations expose it to potential defaults when customers, suppliers and counterparties fail to meet their financial or other commitments. The Company seeks to mitigate this risk by conducting transactions with a diverse set of counterparties. However, the Company remains subject to unexpected financial failures from third parties that could disrupt its operations. The exposure to credit risk was as follows:

09/30/2024 12/31/2023
Cash and cash equivalents 14,627,568 14,658,481
Trade receivables 4,204,914 3,444,636
Marketable securities 4,796,183 3,503,961
Restricted cash 170,195 203,252
Derivative financial instruments 2,587,691 2,546,799
Receivables from related parties 421,866 340,091
Receivable dividends and interest on equity 165,451 255,777
Other financial assets 4,360 3,113
26,978,228 24,956,110

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

Liquid assets are mainly invested in government bonds and other investments in banks. The credit risk of balances with banks and financial institutions is managed by the treasury department in accordance with the Company's policy.

The credit risk of lease receivables is classified into two categories of customers: (i) Level 1 and (ii) Level 2. Most of the subsidiaries' investment properties are leased to clients classified in Level 1, with no history of late payment or default, and with a sound financial situation. To mitigate credit risk related to leasing receivables, the Company's policy limits its exposure to Level 2 customers to a minimum. For receivables related to the sale of investment properties, the risk is mitigated by granting land ownership to the client only when a down payment for the transaction is received. In addition, the title is transferred only upon receipt of the full outstanding payments.

Surplus fund investments are made only with approved counterparties and within the credit limits assigned to each counterparty. Counterparty credit limits are reviewed annually and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty failure to make payments. The credit risk of cash and cash equivalents, securities, restricted cash and derivative financial instruments is determined by rating agencies widely accepted by the market and are arranged as follows:

09/30/2024 12/31/2023
AAA 20,734,925 20,475,536
AA 417,970 172,871
A 101,975 124,932
Not rated 926,767 139,154
22,181,637 20,912,493
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

c)         Liquidity risk

The Company's approach to managing liquidity is to ensure, whenever possible, sufficient liquidity to meet its liabilities when they mature, under normal and stressful conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

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

09/30/2024 12/31/2023
Up to 1 year 1 - 2 years 2 - 5 years More than 5 years Total Total
Loans, borrowings and debentures (5,719,917) (3,213,161) (22,753,346) (37,972,992) (69,659,416) (67,935,471)
Trade payables (4,513,318) (516,837) (5,030,155) (4,184,525)
Other financial liabilities (951,297) (951,297) (476,895)
Installment of tax debts (3,461) (538) (213,863) (217,862) (217,267)
Leases (859,413) (1,271,764) (997,039) (19,491,854) (22,620,070) (20,874,841)
Lease and concession in installments (259,456) (258,480) (510,148) (111,306) (1,139,390) (1,137,295)
Payables to related parties (423,698) (1,078) (424,776) (322,160)
Dividends payable (81,127) (81,127) (549,054)
Derivative financial instruments (2,134,415) (1,678,280) 2,089,548 6,547,296 4,824,149 (4,917,895)
(14,946,102) (6,940,138) (22,170,985) (51,242,719) (95,299,944) (100,615,403)

d)        Capital management risk

The group manages the capital structure and adjusts it in light of changing economic conditions and financial covenant requirements. In order to maintain or adjust the capital structure, the Group may adjust the payment of dividends to shareholders, return capital to them or issue new shares. The Company monitors capital mainly through the leverage ratio, calculated as net debt to EBITDA. The group's lowest covenant ratio is currently 3.3x.

The Company's policy is to maintain a solid capital base to foster the confidence of its parent companies, creditors, and the market, and to ensure the business's future growth. Management ensures that the return on capital, which the Company defines as the result of its operating activities divided by its total shareholders' equity, is sufficient for each of its businesses.

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

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. OTHER TAX RECEIVABLE
Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
COFINS 3,699 3,699 525,076 487,160
PIS 108,234 110,904
Tax credits 34,796 33,639 34,796 33,639
ICMS 1,045,470 924,180
ICMS - CIAP 265,793 189,813
Other 1,579 4,647 130,456 132,863
40,074 41,985 2,109,825 1,878,559
Current 5,278 8,346 829,432 745,856
Non-current 34,796 33,639 1,280,393 1,132,703
Total 40,074 41,985 2,109,825 1,878,559
  1. INVENTORIES
Consolidated
09/30/2024 12/31/2023
Finished products 1,711,767 1,254,818
Parts and accessories 190,878 178,260
Construction Materials 219,359 316,370
Warehouse and other 107,707 43,266
2,229,711 1,792,714

The balances are presented net of a provision of R$49,098 for obsolete inventories on September 30, 2023 (R$78,709 on December 31, 2023).

  1. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATION

a)                  Assets held for sale:

Parent Company
Receivables from related parties Investments in subsidiaries and associates Total
At January 1, 2024 2,998 2,998
Addition 3,138 3,138
Transfers (i) 794,503 794,503
At September 30, 2024 6,136 794,503 800,639
Consolidated
--- --- --- ---
Properties held for sale Other assets held for sale Total
At January 1, 2024 342,392 1,795,773 2,138,165
Additions ^(ii)^ 90,689 90,689
Transfers ^(iii)^ 413,953 413,953
Sale of agricultural properties held for sale ^(iv)^ (163,507) (163,507)
At September 30, 2024 592,838 1,886,462 2,479,300
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

(i) On September 26, 2024, the Company approved and concluded the dissolution of the subsidiary Atlântico Participações. All the assets, rights and obligations of this subsidiary were succeeded by the Company, as per note 9.1.
(ii) As mentioned in note 2, the balance corresponding to the investment in the associate Terminal XXXIX de Santos S.A. was added to the group of assets held for sale.
(iii) Transfers from the investment property group as per note 11.5.
(iv) Sale of the Vista Alegre farm of the indirect subsidiary Jequitibá Propriedades Agrícolas Ltda.
Consolidated
--- --- --- --- --- ---
Norgás TUP Porto São Luis S.A Radar Rumo Total
Cash and cash equivalents 48,231 48,231
Other current tax receivable 3,030 3,030
Dividend receivable 18,646 18,646
Investments in associates 892,854 90,689 983,543
Property, plant and equipment 395,757 395,757
Intangible assets and goodwill 437,220 437,220
Other assets 35 35
Properties held for sale 592,838 592,838
Total 911,500 884,273 592,838 90,689 2,479,300

b)                 Liabilities held for sale:

Consolidated
Norgás TUP Porto São Luis S.A Total
Trade payables 17,248 17,248
Employee benefits payables 1,828 1,828
Other liabilities 456 456
Deferred tax liabilities 152,255 66,606 218,861
Total 152,255 86,138 238,393

c)                  Discontinued operation result:

Parent company Consolidated
3Q24 3Q23 9M24 9M23 3Q24 3Q23 9M24 9M23
Equity equivalence 21,582 10,172 21,582 15,654 31,935 29,512 31,935 45,419
Controlling shareholders 21,582 10,172 21,582 15,654 21,582 10,172 21,582 15,654
Non-controlling shareholders 10,353 19,340 10,353 29,765
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Comparative balance reclassification:

Parent company
3Q23 Reclassification 3Q23 (Reclassified) 9M23 Reclassification 9M23 (Reclassified)
Loss before equivalence result equity and net financial result patrimonial (169,840) (169,840) (353,875) (353,875)
Interest in earnings of subsidiaries and associates 1,288,011 (10,172) 1,277,839 (24,028) (15,654) (39,682)
Interest in earnings of joint ventures (3,544) (3,544) 154,713 154,713
Equity equivalence result 1,284,467 (10,172) 1,274,295 130,685 (15,654) 115,031
Net financial result (743,982) (743,982) (1,787,384) (1,787,384)
Profit before income tax and social contribution 370,645 (10,172) 360,473 (2,010,574) (15,654) (2,026,228)
Income tax and social contribution 308,107 308,107 742,494 742,494
Profit from operations in continuity 678,752 (10,172) 668,580 (1,268,080) (15,654) (1,283,734)
Result of discontinued operations, net of taxes 10,172 10,172 15,654 15,654
Profit for the period 678,752 678,752 (1,268,080) (1,268,080)
Consolidated
--- --- --- --- --- --- ---
3Q23 Reclassification 3Q23 (Reclassified) 9M23 Reclassification 9M23 (Reclassified)
Profit before equivalence result equity and net financial result patrimonial 3,627,100 3,627,100 7,481,799 7,481,799
Interest in earnings of subsidiaries and associates 104,237 (29,512) 74,725 240,241 (45,419) 194,822
Interest in earnings of joint ventures (29,861) (29,861) 1,363,556 1,363,556
Equity equivalence result 74,376 (29,512) 44,864 1,603,797 (45,419) 1,558,378
Net financial result (1,474,366) (1,474,366) (7,386,256) (7,386,256)
Profit before income tax and social contribution 2,227,110 (29,512) 2,197,598 1,699,340 (45,419) 1,653,921
Income tax and social contribution (500,103) (500,103) (837,806) (837,806)
Profit from operations in continuity 1,727,007 (29,512) 1,697,495 861,534 (45,419) 816,115
Result of discontinued operations, net of taxes 29,512 29,512 45,419 45,419
Profit for the period 1,727,007 1,727,007 861,534 861,534
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

d)                    Reclassification of comparative cash flow balance:

Parent company Consolidated
9M23 Reclassification 9M23 (Reclassified) 9M23 Reclassification 9M23 (Reclassified)
Cash flow from operating activities
Loss before income tax and social contribution (2,010,574) (15,654) (2,026,228) 1,699,340 (45,419) 1,653,921
Interest in earnings of subsidiaries and associates 24,028 15,654 39,682 (240,241) 45,419 (194,822)
Other operational activity items 1,720,522 1,720,522 6,829,526 6,829,526
Net cash (used) generated in operational activities (266,024) (266,024) 8,288,625 8,288,625
Dividends received from associates 180,201 (64,684) 115,517
Operation discontinued 64,684 64,684
Other investment activity items 799,394 799,394 (4,996,050) (4,996,050)
Liquid cash (used) generated in investment activities 799,394 799,394 (4,815,849) (4,815,849)
Net cash generated in activities of financing 612,330 612,330 (1,627,381) (1,627,381)
Increase in cash and cash equivalents 1,145,700 1,145,700 1,845,395 1,845,395
Cash and cash equivalents at the beginning of the period 1,348,461 1,348,461 13,301,716 13,301,716
Effect of exchange rate variation on the balance of cash and cash equivalents (19,297) (19,297) (65,738) (65,738)
Cash and cash equivalents at the end of the period 2,474,864 2,474,864 15,081,373 15,081,373
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

9.  INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

9.1. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

The Company's subsidiaries e listed below:

09/30/2024 12/31/2023
Directly owned subsidiaries, excluding treasury shares
Cosan Corporate
Cosan Corretora de Seguros Ltda 100.00% 100.00%
Cosan Nove Participações S.A. 73.09% 73.09%
Cosan Luxembourg S.A. ^(i)^ 100.00% 100.00%
Cosan Overseas Limited 100.00% 100.00%
Pasadena Empreendimentos e Participações S.A. 100.00% 100.00%
Cosan Limited Partners Brasil Consultoria Ltda. 98.13% 97.50%
Barrapar Participaçoes Ltda. 100.00% 100.00%
Aldwych Temple 100.00% 100.00%
Cosan Oito S.A. 100.00% 100.00%
Cosan Global Limited 100.00% 100.00%
Cosan Dez Participações S.A. 76.80% 76.80%
Radar
Radar Propriedades Agrícolas S.A. 50.00% 50.00%
Radar II Propriedades Agrícolas S.A. 50.00% 50.00%
Nova Agrícola Ponte Alta S.A. 50.00% 50.00%
Nova Amaralina S.A Propriedades Agrícolas 50.00% 50.00%
Nova Santa Bárbara Agrícola S.A. 50.00% 50.00%
Terras da Ponta Alta S.A. 50.00% 50.00%
Castanheira Propriedades Agrícolas S.A. 50.00% 50.00%
Manacá Propriedades Agrícolas S.A. 50.00% 50.00%
Paineira Propriedades Agrícolas S.A. 50.00% 50.00%
Tellus Brasil Participações S.A. 20.00% 20.00%
Janus Brasil Participações S.A. 20.00% 20.00%
Duguetiapar Empreendimentos e Participações S.A. 20.00% 20.00%
Gamiovapar Empreendimentos e Participações S.A. 20.00% 20.00%
Moove
Moove Lubricants Holdings 70.00% 70.00%
Rumo
Rumo S.A. 30.40% 30.42%
(i) Despite presenting on September 30, 2024, an uncovered amount of liabilities of R$70,845, as shown below, no other events or conditions were identified that, individually or collectively, may raise relevant doubts as to the ability to maintain its operational continuity. The subsidiaries have financial support from the Company.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

The following are investments in subsidiaries and affiliates as of September 30, 2024, which are material to the Company:

a)             Parent company

Shares issued by the associate Shares held by Cosan Cosan ownership interest Economic benefit (%)
Cosan Corporate
Cosan Corretora de Seguros Ltda 5,000 4,999 100.00% 100.00%
Cosan Nove Participações S.A. 7,663,761,735 5,601,178,095 73.09% 66.16%
Cosan Luxembourg S.A. 500,010 500,010 100.00% 100.00%
Cosan Overseas Limited 4,850,000 4,850,000 100.00% 100.00%
Pasadena Empreendimentos e Participações S.A. 41,481,296 41,481,046 100.00% 100.00%
Cosan Limited Partners Brasil Consultoria Ltda 160,000 157,000 98.13% 98.13%
Cosan Oito S.A. 14,646,505,000 14,646,504,999 100.00% 100.00%
Cosan Global Limited 300 300 100.00% 100.00%
Cosan Dez Participações S.A. 3,473,458,687 2,667,494,858 76.80% 72.00%
Radar
Radar Propriedades Agrícolas S.A. 737,500 305,694 41.45% 41.45%
Radar II Propriedades Agrícolas S.A. 81,440,221 40,720,111 50.00% 50.00%
Nova Agrícola Ponte Alta S.A. 160,693,378 66,607,405 41.45% 41.45%
Nova Amaralina S.A Propriedades Agrícolas 30,603,159 12,685,010 41.45% 41.45%
Nova Santa Bárbara Agrícola S.A. 32,336,994 13,403,684 41.45% 41.45%
Terras da Ponte Alta S.A. 16,066,329 6,659,494 41.45% 41.45%
Castanheira Propriedades Agrícolas S.A. 83,850,938 34,756,214 41.45% 41.45%
Manacá Propriedades Agrícolas S.A. 128,977,921 53,461,349 41.45% 41.45%
Paineira Propriedade Agrícolas S.A. 132,667,061 54,990,497 41.45% 41.45%
Tellus Brasil Participações S.A. 119,063,044 71,609,945 60.14% 19.57%
Janus Brasil Participações S.A. 286,370,051 173,464,883 60.57% 19.57%
Duguetiapar Empreendimentos e Participações S.A. 3,573,842 2,163,979 60.55% 19.57%
Gamiovapar Empreendimentos e Participações S.A. 12,912,970 7,819,194 60.55% 19.57%
Moove
Moove Lubricants Holdings 34,963,764 24,474,635 70.00% 70.00%
Rumo
Rumo S.A. 1,854,868,949 562,529,490 30.40% 30.40%
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

At January 1, 2024 Interest in earnings of subsidiaries Discontinued operation Change of equity interest in subsidiary Other comprehensive income Dividends Capital increase (reduction) Other At September 30, 2024 Dividend receivable (i)
Rumo
Rumo S.A. 4,766,466 (211,207) (3,652) 666 3,316 4,555,589
Cosan Corporate
Cosan Corretora de Seguros Ltda 1,257 2,171 3,428
Cosan Nove Participações S.A. 7,810,778 (31,192) (132,318) (127,080) 14,649 7,534,837 127,080
Cosan Dez Participações S.A. 5,179,164 784,548 21,582 (77,721) (1,287,187) (291) 4,620,095 11,717
Pasadena Empreendimentos e Participações S.A. 1,452 (44) 1,408
Cosan Limited Partners Brasil Consultoria Ltda 278 (45) 233
Cosan Oito S.A. 10,376,283 1,469,193 (81,820) (546,000) 3,340,000 (29,091) 14,528,565
Atlântico Participações Ltda(ii) 902,421 (84) (902,337)
Cosan Global 119,355 15,692 135,047
Other 25,112 540 1,615 27,267
Radar
Radar II Propriedades Agrícolas S.A. 1,153,530 22,615 (13,379) (238) 1,162,528
Radar Propriedades Agrícolas S.A. 215,346 6,946 (15,096) 207,196
Nova Agrícola Ponte Alta S.A. 441,821 7,661 (3,843) 445,639
Nova Santa Bárbara Agrícola S.A. 27,948 396 1,712 30,056
Nova Amaralina S.A. Propriedades Agrícolas 220,184 3,861 (1,451) 222,594
Terras da Ponte Alta S.A. 92,122 485 (415) 92,192 11,073
Paineira Propriedades Agrícolas S.A. 210,735 5,959 (1,163) 215,531
Manacá Propriedades Agrícolas S.A. 209,644 5,561 (4,016) 211,189
Castanheira Propriedades Agrícolas S.A. 331,453 4,712 (2,183) 333,982
Tellus Brasil Participações S.A. 774,837 14,244 (22,878) (2,484) 763,719
Janus Brasil Participações S.A. 1,122,692 28,987 (27,012) 1,124,667
Duguetiapar Empreendimentos e Participações S.A. 17,721 342 (2,505) 15,558
Gamiovapar Empreendimentos e Participações S.A. 114,336 2,284 (2,349) 114,271
Moove
Moove Lubricants Holdings 1,626,216 165,977 7,750 (630,000) 135,793 1,305,736 368
Other 627 (9) (257) 361
Total investments in associates 35,741,778 2,299,593 21,582 (3,652) (282,085) (2,682,340) 3,334,773 (777,961) 37,651,688 150,238
Cosan Corporate
Cosan Luxembourg S.A. (146,276) (27,767) 103,198 (70,845)
Total provision for uncovered liability of associates (146,276) (27,767) 103,198 (70,845)
Total 35,595,502 2,271,826 21,582 (3,652) (282,085) (2,682,340) 3,437,971 (777,961) 37,580,843 150,238
(i) Dividends receivable by Cosan S.A. from its subsidiaries.
--- ---
(ii) Dissolution of the subsidiary Atlântico Participações, see Note 8.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)            Consolidated

Shares issued by the associate Shares held by Cosan Cosan ownership interest
Rumo
Rhall Terminais Ltda 28,580 8,574 30.00%
Termag - Terminal Marítimo de Guarujá S.A. 500,000 99,250 19.85%
TGG - Terminal de Granéis do Guarujá S.A. 500,000 50,000 10.00%
CLI Sul S.A. 543,750,625 108,750,125 20.00%
Compass
CEG Rio S.A. 1,995,022,625 746,251,086 37.41%
Companhia de Gás de Mato Grosso do Sul - Msgás 61,610,000 30,188,900 49.00%
Companhia de Gás de Santa Catarina - Scgás 10,749,497 4,407,293 41.00%
Corporate
Vale S.A ^(i)^ 4,539,007,580 177,342,515 4.15%
(i) In April 2024, Cosan sold 33,524,185 Vale shares, reducing its stake by 0.78%. The figure of 4.15% refers to the percentage holding, excluding treasury shares, for calculating equity equivalence and receiving dividends.
--- ---
At January 1, 2024 Interest in earnings of associates Dividends Reclassification to assets held for sale Write-off related to sale of shareholding Business combination(ii) Other At September 30, 2024 Dividend receivable (i)
--- --- --- --- --- --- --- --- --- ---
Rumo
Rhall Terminais Ltda 6,170 2,298 (1,208) 7,260
Termag - Terminal Marítimo de Guarujá S.A. 6,018 (3,196) 2,822
TGG - Terminal de Granéis do Guarujá S.A. 15,960 4,172 (5,700) 14,432 799
CLI Sul S.A. 217,738 10,779 (5,500) 223,017
Terminal XXXIX S.A. 66,415 38,151 (13,877) (90,689)
Compass
Companhia Paranaense de Gás - Compagas 403,532 27,656 (18,209) (413,271) 292
Companhia de Gás de Santa Catarina - Scgás 640,332 28,565 (26,734) 642,163 3,377
CEG Rio S.A. 288,386 44,889 (61,829) 271,446 73,391
Companhia de Gás de Mato Grosso do Sul - Msgás 297,874 9,581 (22,525) 284,930 13,159
Norgás S.A. 29,049
Corporate
Vale S.A 15,662,485 1,743,752 (948,788) (2,462,833) (110,910) 13,883,706
Other 6,459 428 (92) 6,795
17,611,369 1,907,075 (1,104,370) (90,689) (2,462,833) (413,271) (110,710) 15,336,571 119,775
(i) Dividends receivable by the controlling companies of the subsidiaries disclosed in the table, which are consolidated in Cosan S.A.
--- ---
(ii) As disclosed in note 9.3, the subsidiary Compass acquired a 51% stake and control of Compagas and is no longer considered an associate.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

9.2. NON-CONTROLLING INTEREST IN SUBSIDIARIES

Below is summarized financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before intercompany eliminations.

Shares issued by the subsidiary Shares held by non-controlling shareholders Non-controlling interest
Radar
Tellus Brasil Participações S.A. 119,063,044 95,250,435 80.00%
Janus Brasil Participações S.A. 286,370,051 229,096,041 80.00%
Duguetiapar Empreendimentos e Participações S.A. 3,573,842 2,859,074 80.00%
Gamiovapar Empreendimentos e Participações S.A. 12,912,970 10,330,376 80.00%
Radar Propriedades Agrícolas S.A. 737,500 368,750 50.00%
Nova Agrícola Ponte Alta S.A. 160,693,378 80,346,689 50.00%
Terras da Ponte Alta S.A. 16,066,329 8,033,165 50.00%
Nova Santa Bárbara Agrícola S.A. 32,336,994 16,168,497 50.00%
Nova Amaralina S.A. 30,603,159 15,301,580 50.00%
Paineira Propriedades Agrícolas S.A. 132,667,061 66,333,531 50.00%
Manacá Propriedades Agrícolas S.A. 128,977,921 64,488,961 50.00%
Castanheira Propriedades Agrícolas S.A. 83,850,938 41,925,469 50.00%
Radar II Propriedades Agrícolas S.A. 81,440,221 40,720,111 50.00%
Rumo
Rumo S.A. 1,854,868,949 1,287,383,261 69.60%
Moove
Moove Lubricants Holdings 34,963,764 10,489,129 30.00%
Cosan Corporate
Cosan Nove Participações S.A. 7,663,761,735 2,062,583,640 26.91%
Cosan Limited Partners Brasil Consultoria Ltda. 160,000 3,000 1.88%
Cosan Dez Participações S.A. 3,473,458,687 805,963,829 23.20%
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

The following table summarizes information relating to each of the Company's subsidiaries that has material non-controlling interests, prior to any intra-group elimination.

At January 1, 2024 Interest in earnings of subsidiaries Capital reduction Gain with capital increase Other comprehensive income Dividends Business combination Other At September 30, 2024
Compass
Comgás 32,145 10,266 (16,803) 25,608
Commit Gás S.A. 1,562,500 110,936 (377,651) 112,401 143 1,408,329
Norgás S.A. 372,030 372,030
Companhia Paranaense de Gás - COMPAGAS 579 462,197 462,776
Biometano Verde Paulínia S.A 237,981 1,848 (331) 239,498
Compass Gás e Energia 790,672 151,195 (13,583) (117,927) 785 811,142
Rumo
Rumo S.A. 11,104,589 (478,666) 2,972 (81) (4,628) 8,020 10,632,206
Moove
Moove Lubricants Holdings 695,848 70,849 3,321 (270,000) 59,584 559,602
Cosan Corporate
Cosan Limited Partners Brasil 7 (1) 6
Cosan Nove Participações S.A. 2,567,019 (15,955) (48,725) (65,000) 5,394 2,442,733
Cosan Dez Participações S.A. 1,512,041 351,264 (23,356) (603,022) (215) 1,236,712
Radar
Janus Brasil Participações S.A. 4,743,201 117,773 (110,403) 4,750,571
Tellus Brasil Participações S.A. 3,156,328 58,218 (10,153) (93,507) 3,110,886
Gamiovapar Empreendimentos e Participações S.A. 472,244 9,335 (9,601) 471,978
Duguetiapar Empreendimentos e Participações S.A. 66,715 1,398 (10,238) 57,875
Radar II Propriedades Agrícolas S.A. 1,089,154 22,615 (238) (13,379) 1,098,152
Radar Propriedades Agrícolas S.A. 204,444 6,946 (15,096) 196,294
Nova Agrícola Ponte Alta S.A. 417,013 7,661 (3,843) 420,831
Nova Amaralina S.A. Propriedades Agrícolas 29,893 3,861 (1,451) 32,303
Nova Santa Bárbara Agrícola S.A. 197,833 396 1,712 199,941
Terras da Ponte Alta S.A. 84,251 485 (415) 84,321
Paineira Propriedades Agrícolas S.A. 199,303 5,959 (1,163) 204,099
Manacá Propriedades Agrícolas S.A. 199,584 5,561 (4,016) 201,129
Castanheira Propriedades Agrícolas S.A. 291,078 4,712 (2,183) 293,607
30,025,873 447,235 (20,629) 2,972 (82,424) (1,708,707) 574,598 73,711 29,312,629
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

9.3. ACQUISITION OF SUBSIDIARIES

Companhia Paranaense de Gás – COMPAGAS

On September 16, 2024, the indirect subsidiary Compass Dois completed the acquisition of a 51% stake in Companhia Paranaense de Gás - Compagas (“Compagas”) for the amount of R$962,125. Therefore, the subsidiary Compass now holds a total indirect stake of 63.5% in Compagas. Of this total, R$384,394 was paid up to the date of completion of the transaction, while R$577,731 corresponds to the remaining installments, which will be paid up to September 2026 and are recorded under “Other financial liabilities”.

The acquisition is in line with the strategy of the indirect subsidiary Compass to focus on irreplicable assets in the natural gas sector.

Compagas is headquartered in the city of Curitiba, the capital of the state of Paraná, and exclusively operates the piped natural gas distribution service for that state through a concession contract valid until July 2054.

In the preliminary evaluation carried out by the subsidiary Compass, the acquisition price was mostly allocated to the concession right and will be amortized over the term of the concession contract. In addition, a contingent liability was allocated in accordance with note 16.

The fair value of the assets and liabilities acquired is shown below. The value of non-controlling interests is measured by their proportional share in the fair value of the assets and liabilities acquired.

Transferred consideration 09/30/2024
Cash transfer - on the date of signing the contract 47,270
Cash transfer - on the closing date 337,124
Remaining installments 577,731
Transferred consideration 962,125
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents 53,801
Accounts receivable from customers 106,431
Income tax and social contribution to be recovered 25,869
Other taxes to be recovered 53,317
Right of use 18,607
Other assets 62,662
Contract assets 56,627
Intangible 2,905,516
Loans, borrowings and debentures (285,033)
Trade payables (77,273)
Current income tax and social contribution payable (21,258)
Other taxes payable (32,066)
Lease liabilities (20,404)
Other accounts payable (118,548)
Provision for lawsuits (98,126)
Deferred income tax and social contribution liabilities (743,602)
Participation of non-controlling shareholders (924,395)
Net assets acquired 962,125
Cash received (53,801)
Consideration transferred, net of cash 908,324

The consolidated income statement includes since the acquisition date net operating revenue and net income for the period in the amounts of R$79,443 and R$6,448, respectively generated by Compagas. Whether Compagas had been consolidated since January 1, 2024, the consolidated income statement for the period ended September 30, 2024 would have been increased by net operating revenue and net income for the period in the amounts of R$651,206 and R$26,448 respectively.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. INVESTMENT IN JOINT VENTURES

The movements in the investment in subsidiaries jointly in the parent company were as follows:

Raízen S.A. Radar Gestão de Invest. S.A Total
Shares issued by the joint venture 10,352,509,484 24,800,000
Shares held by Cosan 517,625,474 12,400,000
Cosan ownership interest 5.01% 50.00%
At January 1, 2024 1,320,592 1,320,592
Interest in earnings of joint ventures (6,211) (1,806) (8,017)
Other comprehensive (losses) income (20,623) (20,623)
Capital increase 12,337 12,337
Dividends (13,589) (13,589)
At September 30, 2024 1,280,169 10,531 1,290,700

The movements in the investment in subsidiaries together in the consolidated were as follows:

Raízen S.A. Terminal Alvorada S.A Radar Gestão de Invest. S.A Total
Shares issued by the joint venture 10,352,509,484 100,197,076 24,800,000
Shares held by Cosan 4,557,597,117 50,098,538 12,400,000
Cosan ownership interest 5.01% 50.00% 50.00%
Percentage of indirect (Cosan Nove) 25.86%
Total ^(i)^ 30.87% 50.00% 50.00%
At January 1, 2024 11,693.876 48,566 11,742.442
Interest in earnings of joint ventures (54,644) (1,821) (1,806) (58,271)
Other comprehensive (losses) income (181,624) (181,624)
Capital increase ^(ii)^ 12,337 12,337
Dividends (119,647) (119,647)
At September 30, 2024 11,337,961 46,745 10,531 11,395,237

Raízen S.A.

(i) The Company's total interest in Raízen S.A. is made up of 5.01% direct participation and 39.09% indirect participation through Cosan Nove. The disclosed percentage of 25.86% refers to the economic benefit calculated by the result of Cosan S.A's participation in its subsidiary Cosan Nove of 66.16% multiplied by the participation of 39.09%.
For the Company's consolidated information, direct and indirect interests are added together and the impact relating to the participation of non-controlling shareholders in Cosan Nove is shown in the result line attributed to non-controlling shareholders.

The balance sheet statement and the income statement of the jointly owned subsidiary Raízen S.A. are disclosed in note 4 – Information by segment.

As of September 30, 2024, the Company was in compliance with the covenants of the agreement governing the joint venture.

Radar Gestão de Investimentos S.A.

(ii) On March 1, 2024, June 26, 2024 and August 2, 2024, the Company contributed R$4,337, R$4,000 and R$4,000, respectively, totaling R$12,337 for the formation of the Radar Gestão de Invest join venture. S.A. with Nuveen Natural Capital Latam Gestora de Ativos Ltda, whose objective is the management and administration of real estate property in the Radar segment.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE, ASSETS AND GOODWILL, CONTRACT ASSETS, RIGHT-OFF-USE AND INVESTMENT PROPERTIES

11.1. PROPERTY, PLANT AND EQUIPMENT

a)             Reconciliation of carrying amount:

Consolidated Parent Company
Land, buildings and improvements Machines, equipment and installations Wagons and locomotives ^(i)^ Permanent<br><br><br>easement Construction in progress Other assets Total Total
Cost
At January 1, 2024 2,217,585 2,099,263 8,698,521 12,852,330 4,785,955 738,737 31,392,391 83,446
Additions 5,102 3,268 4,054,611 3,170 4,066,151 4,844
Write-offs (1,170) (30,762) (480,939) (202,873) (6,299) (21,828) (743,871) (7)
Transfers (ii) 288,676 1,252,836 912,725 959,561 (3,475,123) 35,747 (25,578) (16)
Exchange differences 28,723 52,687 3,093 34,533 119,036
At September 30, 2024 2,538,916 3,377,292 9,130,307 13,609,018 5,362,237 790,359 34,808,129 88,267
Depreciation
At January 1, 2024 (626,951) (907,235) (3,866,953) (4,510,495) (13,379) (227,404) (10,152,417) (43,629)
Additions (39,142) (161,425) (474,024) (708,306) (52,197) (1,435,094) (6,202)
Write-offs 928 23,310 423,862 4,841 18,184 471,125
Transfers (ii) 5,400 (7,292) (23,170) 2,183 (22,879)
Exchange differences (8,814) (22,175) (18,159) (49,148)
Impairment (213,621) (711,567) (1,002,423) (401,513) (3,702) (2,332,826)
At September 30, 2024 (668,579) (1,288,438) (4,651,852) (6,216,383) (414,892) (281,095) (13,521,239) (49,831)
At January 1, 2024 1,590,634 1,192,028 4,831,568 8,341,835 4,772,576 511,333 21,239,974 39,817
At September 30, 2024 1,870,337 2,088,854 4,478,455 7,392,635 4,947,345 509,264 21,286,890 38,436
(i) On September 30, 2024, assets, mainly wagons and locomotives, at a cost of R$1,390,404 (R$1,390,404 on December 31, 2023), were pledged as collateral to secure bank loans.
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(ii) Transfers from property, plant and equipment because of the capitalization and other reclassifications of these assets.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)     Capitalization of borrowing costs

In the period ended September 30, 2024, the borrowing costs capitalized by the subsidiary Rumo were R$55,022 at an average rate of 11.47% (R$30,263 and 12.35% p.a. on September 30, 2023), while in the indirect subsidiary TRSP the capitalized costs were R$39,617 at a weighted average rate of 7.36% p.a. (R$79,478 and 9.22% p.a. in the period ended September 30, 2023).

c)       Provision for write-off of assets and impairment loss of indirect subsidiary Rumo Malha Sul

As mentioned in Note 2, the subsidiary Rumo identified the residual value of the assets with traffic directly interrupted by the weather events and provisioned the amount of R$182,041, considering that the assets were destroyed or their use was made impossible for an indefinite period.

The extent of the damage raises uncertainties about the process of renewing the concession, which initially expires in February 2027, although Rumo continues to make its best efforts in this regard.

In this context, in the quarter ended June 30, 2024 and in accordance with Circular Letter No. 01/2024-CVM/SNC/SEP, Management identified the existence of indications that led it to perform the recoverability test of the non-current assets (property, plant and equipment, intangibles and rights of use) of the cash generating unit (“CGU”) of Rumo's subsidiary, Rumo Malha Sul, considering the event described above and the term of use of the assets.

For this assessment, the recoverable value of the unit was determined based on its value in use, obtained by discounted cash flow, based on updated projections approved by management. The main assumptions were:

  • Projection period: until February 2027.
  • Sales volume: a fall of 2.1% is expected in the indirect subsidiary Malha Sul in 2025, followed by annual growth of 0.9% over the rest of the period, based on management's expectations for market development.
  • Selling price: considers the average annual growth rate of 3.1%, and is based on current industry trends and includes inflation forecasts for Brazil.
  • Projected investments: refer to the maintenance of the Concession and are based on the historical experience of the management of the subsidiary Rumo. Investments do not include capacity increases. No incremental revenue or cost savings were considered in the value-in-use model as a result of this expenditure.
  • Nominal discount rate of 11.22%, estimated by the weighted average cost of capital.

On June 30, 2024, the value in use of R$980,352 of the cash-generating unit of the subsidiary Rumo was less than the book value of its property, plant and equipment, intangible assets and rights of use in the amount of R$2,392,775, and a provision for impairment was recorded, allocated as follows: R$2,223,765 in Property, plant and equipment, R$3,973 in Intangible assets (Note 11.2) and R$165,037 in Rights of use (Note 11.4).

On September 30, 2024, the subsidiary Rumo did not identify any new indications of non-recoverability of its assets, nor any significant changes in the assumptions used in the test carried out on June 30, 2024. The amount of R$109,063 that exceeded the value in use was added to the provision for impairment of property, plant and equipment with a counterpart recorded in other income and expenses (Note 21).

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

11.2. INTANGIBLE ASSETS AND GOODWILL

Consolidated Parent Company
Goodwill Concession right Licenses Brands and<br><br><br>patents Customer<br><br><br>relationships Other Supply Agreement Total Total
Cost
At January 1, 2024 1,391,974 24,297,484 243,044 155,480 2,630,947 635,380 574,363 29,928,672 22,356
Additions 9,576 59,209 49,608 118,393 2,727
Write-offs (122,146) (79) (122,225)
Business combination 3,296,886 3 3,296,889
Transfers (i) 1,056,036 (2,177) (17) 36,596 1,090,438 16
Assets held for sale 94,011 5,166 19,507 20,849 167,640 15,973 323,146
At September 30, 2024 1,485,985 28,543,002 260,374 176,329 2,857,700 737,560 574,363 34,635,313 25,099
Amortization
At January 1, 2024 (5,476,918) (63,216) (9,201) (1,288,556) (440,494) (7,278,385) (15,493)
Additions (698,026) (5,233) (296,054) (32,229) (1,031,542) (1,031)
Write-offs 75,601 75,601
Business combination (391,372) (391,372)
Transfers (i) (759) (759)
Exchange differences (5,165) (5,946) (33,948) (1,207) (46,266)
Impairment (3,972) (3,972)
At September 30, 2024 (6,495,880) (74,395) (9,201) (1,618,558) (478,661) (8,676,695) (16,524)
At January 1, 2024 1,391,974 18,820,566 179,828 146,279 1,342,391 194,886 574,363 22,650,287 6,863
At September 30, 2024 1,485,985 22,047,122 185,979 167,128 1,239,142 258,899 574,363 25,958,618 8,575
(i) The amount of the transfers also includes a portion of R$89,843 of the intangible asset that was reclassified to a financial asset (R$85,643, period ended September 30, 2023).
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

a)             Amortization methods and useful lives:

Intangible assets (except goodwill) Annual amortization rate 09/30/2024 12/31/2023
Concession rights:
Compass (i) From 3.54% to 4.58% 15,624,537 12,307,964
Rumo ^(ii)^ 1.59% 6,422,585 6,512,602
22,047,122 18,820,566
Licenses and authorizations
Operating license for port terminal 3.70% 45,433 47,610
Moove 5.00% 140,546 132,218
185,979 179,828
Trademarks
Comma Indefinity 55,728 47,015
Petrochoice ^(iii)^ Indefinity 108,962 96,826
Tirreno ^(iii)^ Indefinity 2,438 2,438
167,128 146,279
Customers relationship
Compass 20.00% 237,950 280,111
Moove ^(iii)^ 5% to 30% 1,001,192 1,062,280
1,239,142 1,342,391
Supply Agreement
Compass 5.00% 574,363 574,363
574,363 574,363
Other
Software license 20.00% 208,868 90,162
Other 20.00% 50,031 104,724
258,899 194,886
Total 24,472,633 21,258,313
(i) Intangible asset of the public gas distribution service concession, which represents the right to charge users for the supply of gas, composed of: (i) the concession rights recognized in the business combination and (ii) the concession assets.
--- ---
(ii) Referring to Rumo's railroad concession contract. The amount will be amortized until the end of the concession in 2079.
(iii) Authorization for: (i) lubrication and contamination control solutions, (ii) production and sale of lubricating oils, additives and fluids.

11.3. CONTRACT ASSET

Compass Moove Total
At January 1, 2024 1,041,421 10,684 1,052,105
Additions 1,126,377 15,568 1,141,945
Write-offs (18,021) (18,021)
Transfers (i) (1,147,315) (1,147,315)
Business combination 56,627 56,627
At September 30, 2024 1,077,110 8,231 1,085,341
(i) The amount of the transfers also includes a portion of the intangible asset that was reclassified as a financial asset.
--- ---

During the period ended September 30, 2024, through its subsidiaries, R$112,790 was added related to the capitalization of internally generated labor (R$92,979 in the period ended September 30, 2023), through the capitalization of labor.

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a)             Capitalization of borrowing costs

During the period ended September 30, 2024, the indirect subsidiary Comgás capitalized R$59,117 at a weighted average rate of 10.38% p.a. (R$59,385 and 12.72% in the period ended September 30, 2023).

During the period ended September 30, 2024, the indirect subsidiary Sulgás capitalized R$1,627 at a weighted average rate of 5.81% p.a. (R$518 at 5.04% p.a. in the period ended September 30, 2023).

11.4 RIGHT-OFF-USE ASSETS

Consolidated Parent company
Land, buildings and improvements Machine, equipment, and installations Wagons and locomotives Software Vehicles Floating storage and regasification Railway and port infrastructure Others Total Total
Cost
At January 1, 2024 524,894 521,120 943,428 85,949 60,164 1,533,969 8,096,285 11,765,809 42,655
Additions 34,774 46,663 2,216 76,053 60,465 801,375 1,021,546
Contractual readjustments (514) 282 9,412 1,771 7 66,576 77,534
Write-offs (14,196) (551) (85) (2,626) (17,458)
Business combination (i) 21,531 2,626 915 25,072
Exchange differences 29,105 3,252 4,653 37,010
At September 30, 2024 595,594 570,766 955,056 87,720 143,418 1,594,434 8,961,610 915 12,909,513 42,655
Amortization
At January 1, 2024 (195,073) (146,748) (468,555) (25,354) (34,737) (38,349) (1,343,475) (2,252,291) (20,455)
Additions (63,761) (40,745) (16,697) (2,244) (11,220) (58,057) (253,332) (39) (446,095) (4,487)
Write-offs 3,610 247 (2,761) 1,817 2,913
Exchange differences (10,353) (2,042) (1,708) (14,103)
Business combination (i) (4,902) (726) (837) (6,465)
Impairment (165,039) (165,039)
At September 30, 2024 (270,479) (189,288) (488,013) (27,598) (46,574) (96,406) (1,761,846) (876) (2,881,080) (24,942)
At January 1, 2024 329,821 374,372 474,873 60,595 25,427 1,495,620 6,752,810 9,513,518 22,200
At September 30, 2024 325,115 381,478 467,043 60,122 96,844 1,498,028 7,199,764 39 10,028,433 17,713
(i) Right of use amounts identified in the acquisition of Companhia Paranaense de Gás - COMPAGAS, see note 9.3.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

11.5. INVESTMENT PROPERTIES

Investment properties
At January 1, 2024 15,976,126
Additions 3,896
Transfers (i) (413,953)
Write off 279
At September 30, 2024 15,566,348
(i) Transfers of the Vista Alegre, Texas, Ipiranga, São Jorge and Santo Antônio farms, from the indirect subsidiaries Jequitibá Propriedades Agrícolas, Tellus Bahia Propriedades Agrícolas, Duguetiapar Empreendimentos and Esus Brasil Participações, respectively, to assets held for sale. For more details see note 8.
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  1. COMMITMENTS

Considering the current gas supply contracts, the subsidiaries have financial commitments totaling an estimated present value of R$45,711,079, which includes the minimum established in the contract for both commodities and transportation, with a term until December 2034.

The sub-concession contracts to which the subsidiary Rumo, through its subsidiaries, is a party often include commitments to carry out investments with certain characteristics during the term of the contract. These include:

(i) The addendum for the renewal of the Rumo Malha Paulista concession, which provides for the execution over the course of the concession of a set of investment projects to increase capacity and reduce urban conflicts, estimated by the agency at R$6,100,000 (value updated to December 2017). Of this amount, around R$3,000,000 make up the obligation’s booklet.
(ii) The Rumo Malha Central sub-concession contract provides for investments with a fixed term (one to three years from the signing of the contract), estimated by ANTT at R$645,573.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. CONCESSIONS PAYABLE
09/30/2024 12/31/2023
Court discussion:
Rumo Malha Oeste S.A. 2,379,903 2,206,945
2,379,903 2,206,945
Railroad concession:
Rumo Malha Paulista S.A. 914,646 1,067,256
914,646 1,067,256
Concessions and grants:
Rumo Malha Sul S.A. 70,289 76,191
Rumo Malha Paulista S.A. 225,798 190,282
Rumo Malha Central S.A. 30,077 24,699
326,164 291,172
Total 3,620,713 3,565,373
Current 162,315 250,971
Non-current 3,458,398 3,314,402
3,620,713 3,565,373

a)        Disputed lease and concession:

On July 21, 2020, the subsidiary Rumo filed a request with ANTT, a request to participate in a third-party re-bidding process for the Concession Agreement entered into between Malha Oeste and the Federal Government, through the Ministry of Transport ("Rebidding Process"), in accordance with Law No. 13,448 of June 5, 2017, and Decree No. 9,957 of August 7, 2019. An addendum was signed to the concession contract and, because of this process, the economic and financial rebalancing lawsuit filed by Rumo Malha Oeste against the Federal Government was suspended by a joint decision of the parties, which had been upheld at first instance and was awaiting judgment on an appeal before the Federal Regional Court. Due to the request for re-bidding, in which it was agreed between the Federal Government, the Concessionaire and ANTT that the parties should, among other points, reach an agreement on the rebalancing action, there was a joint request for the process to be suspended, in order to continue negotiating.

The total amount of judicial deposits related to the cases is R$27,415 as of September 30, 2024 (R$26,064 as of December 31, 2023).

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b) Leases and grants within the scope of CPC 04/IFRS 16

09/30/2024 12/31/2023
Leases:
Rumo Malha Sul S.A. 342,879 452,701
Rumo Malha Paulista S.A. 368,650 422,173
Rumo Malha Oeste S.A. 93,780 131,038
805,309 1,005,912
Grants:
Rumo Malha Paulista S.A. (renewal) 1,637,391 919,011
Rumo Malha Central S.A. 1,086,195 940,456
2,723,586 1,859,467
Total 3,528,895 2,865,379
Current 536,610 358,464
Non-current 2,992,285 2,506,915
3,528,895 2,865,379
  1. OTHER TAX PAYABLE
Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Tax debts installments 217,188 211,226 267,858 217,348
ICMS 252,758 190,474
COFINS 53,187 96,905 142,569 177,720
PIS 2,918 12,951 18,505 27,073
Social Security charges 42,176 62,249 66,454 87,214
IRRF 11,602 14,133
Other 7,525 2,082 117,353 122,998
Charges on action plan 52,301
322,994 385,413 929,400 836,960
Current 109,131 226,556 645,473 673,718
Non-current 213,863 158,857 283,927 163,242
Total 322,994 385,413 929,400 836,960
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. INCOME TAXES AND SOCIAL CONTRIBUTION
a)   Reconciliation of income tax and social contribution expenses:
Parent Company Consolidated
--- --- --- --- --- --- --- --- ---
3Q24 3Q23 (Reclassified) 9M24 9M23 (Reclassified) 3Q24 3Q23 (Reclassified) 9M24 9M23 (Reclassified)
Income before income tax and social contribution 110,603 360,473 (1,275,727) (2,026,228) 1,504,884 2,197,598 674,785 1,653,921
Income tax and social contribution at nominal rate (34%) (37,605) (122,561) 433,747 688,917 (511,661) (747,183) (229,427) (562,333)
Adjustments for calculating the effective rate
Equity income 231,461 433,261 769,695 39,111 166,000 20,559 628,593 503,962
Result of companies abroad (30,952) (7,909) (59,422) (19,560) (30,151) (10,004) (61,152) (38,418)
Operating profit 121,326 81,144 318,632 182,890
Interest on equity (133,988) 8 (133,988) (1,312)
Goodwill amortization effect 318 953
Permanent differences (donations, gifts, etc.) 292 (3,187) (8,491) (8,170)
Unrecognized tax losses and temporary differences (85,967) (12,304) (1,020,057) (127,632)
ICMS benefit - extemporaneous (1,827) 25,645 4,295
ICMS benefit - current year (521) 68,409
Dividend income 136,936
Provision for non-realization of the benefit of the covenant Federative 885 (1,171,810)
Provision for non-realization of the benefit of the covenant Federal - Interest and Fine (10,067) 25,851 (152,357)
Selic on indebtedness 5,675 4,849 15,632 14,350 11,825 14,417 48,809 68,283
Rate differential 31,887 150,046 84,346 219,960
Benefit Membership Programzero Litigation (921) (921) 19,710 (921) (921) 23,276
Other (6,962) 467 (30,988) (34) (79,005) 18,295 (65,044) 16,215
Income tax and social contribution (current and deferred) 160,696 308,107 1,127,743 742,494 (510,045) (500,103) (385,887) (837,806)
Effective rate - % 145.29% 85.47% (88.40%) (36.64%) (33.89%) (22.76%) (57.19%) (50.66%)
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)   Deferred income tax assets and liabilities

The tax effects of the temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are presented below:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Deferred tax assets from:
Income taxes losses 1,568,367 945,685 3,419,682 2,714,996
Negative base of social contribution 565,147 340,981 1,192,256 929,055
Temporary differences
Foreign exchange variation - Loans and borrowings 1,691,862 1,165,734 1,884,516 1,292,954
Provision for lawsuits 88,483 95,780 265,815 218,881
Impairment provision (Rumo Malha Oeste) 22,405 27,072
Post-employment benefit obligation 153,686 150,336
Provisions for expected credit losses 43,853 34,511
Provision for non-occurrence of taxes 2,580 6,985 69,315 73,641
Share-based payment transactions 23,331 64,065 98,655 157,825
Lease 2,383 2,497 227,273 161,840
Unrealized loss with derivatives 26,616 165,978 601,928 823,286
Provisions for profit sharing 14,139 36,020 90,994 159,994
Business Combination - Intangible 124,533 124,379
Business combination – Fixed assets fixed assets 1,854 24,795
Other provisions 146,711 669,356 691,162
Deferred on pre-operating income 115,575 87,454
Regulatory assets (liability) 7,378 6,661
Other 48,385 208,331 370,147 391,444
Total 4,178,004 3,032,056 9,359,221 8,070,286
Deferred tax liabilities from:
Temporary differences
Exchange rate variation - Loans and financing (21,172) (195,232)
Provision for lawsuits (185) (408)
Useful life review (504,833) (456,093)
Business combination – fixed assets (155,243) (148,872)
Tax goodwill (620,850) (618,758)
Unrealized income with derivatives (348,698) (299,965)
Fair value adjustment on debt (496,309) (281,784)
Marketable securities (77,437)
Investment properties (443,173) (455,773)
Goods intended for sale (18,229) (10,546)
Effects on the formation of joint ventures (102,656) (103,992) (167,782) (103,992)
Business Combination - Intangible (5,027,895) (4,426,881)
Post-employment obligations (4,641) (4,641)
Lease (10,117) (10,034)
Provisions (449,153) (449,153) (449,153) (449,153)
Other(i) (40,590) (375,622) (147,120)
Total (592,399) (553,145) (8,643,902) (7,686,689)
Total deferred taxes recorded 3,585,605 2,478,911 715,319 383,597
Deferred tax assets 3,585,605 2,478,911 6,672,234 5,609,030
Deferred tax liabilities (5,956,915) (5,225,433)
Total deferred, net 3,585,605 2,478,911 715,319 383,597
(i) Refers mainly to the tax loss recognized on the capital contribution in a subsidiary company.
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80
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Deferred income tax and social contribution inactivated

As of September 30, 2024, the balance of inactivated income tax and social contribution is R$4,165,625 (R$2,678,299 as of December 31, 2023) and refers mainly to tax losses and temporary differences of the subsidiary Rumo S.A, of the indirect subsidiaries Rumo Malha Sul and Rumo Malha Oeste, which under current conditions do not meet the requirements for the accounting of said deferred income tax and social contribution asset due to the lack of predictability of future generation of taxable income.

c)   Changes in deferred tax assets and liabilities:

Assets: Parent Company
Tax loss and negative base Employee benefits Unrealized loss with<br><br><br>derivatives Provisions Leases Other Total
At January 1, 2024 1,286,666 100,085 165,978 102,765 2,497 1,374,065 3,032,056
Credited / charged from income for the period 873,755 (62,615) (139,362) 135,009 (114) (159,946) 646,727
Zero litigation (26,907) (26,907)
Foreign exchange differences 526,128 526,128
At September 30, 2024 2,133,514 37,470 26,616 237,774 2,383 1,740,247 4,178,004
Liabilities: Parent Company
--- --- --- --- ---
Effects on the formation of joint venture Provisions Other Total
At January 1, 2024 (103,992) (449,153) (553,145)
Credited / charged from income for the period 1,336 (38,922) (37,586)
Recognized in shareholders' equity (1,668) (1,668)
At September 30, 2024 (102,656) (449,153) (40,590) (592,399)
Total deferred taxes recognized 3,585,605
81
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Assets:

Consolidated
Tax loss and negative<br><br><br>basis Post-employment<br><br><br>obligations Employee<br><br><br>benefits Provisions Leases Unrealized gains on<br><br><br>derivatives Intangible<br><br><br>assets Other Total
At January 1, 2024 3,644,051 150,336 317,819 1,045,267 161,840 823,286 124,379 1,803,308 8,070,286
Credited / charged from income for the period 994,794 3,350 (128,170) (17,485) 1,286 (222,325) 154 (15,400) 616,204
Recognized in shareholders' equity 64,147 967 65,114
Zero litigation (26,907) (26,907)
Foreign exchange differences 591,562 591,562
Business combination 42,962 42,962
At September 30, 2024 4,611,938 153,686 189,649 1,070,744 227,273 601,928 124,533 2,379,470 9,359,221

Liabilities:

Consolidated
Effects on the formation of joint ventures Post-employment obligations Intangible assets Unrealized gains on derivatives Property, plant and equipment Fair value adjustment Leases Provisions Other Total
At January 1, 2024 (103,992) (4,641) (4,426,881) (299,965) (456,093) (281,784) (10,034) (449,561) (1,653,738) (7,686,689)
Credited / charged from income for the period (63,790) 89,761 (48,733) (48,740) (214,525) (83) 223 61,145 (224,742)
Recognized in shareholders' equity (9,383) (9,383)
Business combination (i) (690,775) (32,313) (723,088)
At September 30, 2024 (167,782) (4,641) (5,027,895) (348,698) (504,833) (496,309) (10,117) (449,338) (1,634,289) (8,643,902)
Total deferred taxes recorded 715,319
(i) The respective amount presented differs from the amount shown in note 9.3, since the subsidiary Commit Gás S.A. (“Commit”) has an indirect stake in Compagas, thus generating consolidation effects of R$63,476.
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  1. PROVISION FOR LEGAL PROCEEDINGS AND JUDICIAL DEPOSITS

The Company has contingent liabilities as of September 30, 2024 and December 31, 2023 in relation to:

Provision for lawsuits
Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Tax 265,368 272,063 817,801 813,732
Civil, environmental and regulatory 62,505 73,744 629,669 512,979
Labor 51,757 55,286 464,740 387,692
379,630 401,093 1,912,210 1,714,403
Judicial deposit
--- --- --- --- ---
Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Tax (i) 385,265 373,779 788,310 652,236
Civil, environmental and regulatory 14,631 16,126 135,845 114,724
Labor 13,217 13,584 124,962 128,941
413,113 403,489 1,049,117 895,901
(i) In the period ended September 30, 2024, the Company, through its indirect subsidiary Comgás, made judicial deposits in the amount of R$108,370 in a lawsuit with a prognosis of possible loss, to discuss the deductibility, from the IRPJ and CSLL calculation basis, of late payment interest on tax debts.
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Movement of provisions for lawsuits:

Parent Company
Tax Civil,<br><br><br>environmental,<br><br><br>and regulatory Labor Total
At December 31, 2023 272,063 73,744 55,286 401,093
Provisioned in the period 51,607 6,960 1,064 59,631
Write-offs by reversal / payment (44,470) (3,778) (3,763) (52,011)
Interest (i) (13,832) (14,421) (830) (29,083)
At September 30, 2024 265,368 62,505 51,757 379,630
Consolidated
Tax Civil,<br><br><br>environmental<br><br><br>and regulatory Labor Total
At December 31, 2023 813,732 512,979 387,692 1,714,403
Provisioned in the period(i) 64,492 86,989 122,055 273,536
Write-offs by reversal / payment (61,187) (128,130) (129,602) (318,919)
Business combination(ii) 1,381 91,914 4,831 98,126
Interest (iii) (617) 65,917 79,764 145,064
At September 30, 2024 817,801 629,669 464,740 1,912,210
(i) In the period ended September 30, 2024, we highlight the judgment in the second instance of the lawsuit inherent to ARSESP in the amount of R$10,476, as well as the agreement signed with the Municipal Government of São Paulo to resolve administrative/judicial disputes and the second-degree judgments in lawsuits involving the Municipality of São Paulo and the Consumer Protection and Defense Foundation (PROCON-SP), respectively, in the amount of R$23,568, offset by write-offs for payments/reversals in the period, through its indirect subsidiary Comgás.
--- ---
(ii) Includes the contingent liability in the amount of R$81,664 allocated to the fair value assumed in the business combination as provided for in item 23 of the business combination accounting standard.
(iii) Includes write-off of interest due to reversal.

The Company has debts secured by assets or by means of cash deposits, bank guarantees or guarantee insurance.

The Company has probable indemnity lawsuits in addition to those mentioned, and as they represent contingent assets, they were not reported.

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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

a)           Probable losses

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

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Compensation with FINSOCIAL 334,595 326,220
INSS 80,272 77,254 99,760 100,149
ICMS credit 81,498 99,864 144,817 174,860
PIS and COFINS 33,845 32,832 34,181 33,244
IPI 57,653 56,638 64,558 63,358
IRPJ and CSLL 6,238 1,102 12,419 10,698
Other 5,862 4,373 127,471 105,203
265,368 272,063 817,801 813,732
  • Labor claims: The Company and its subsidiaries are party to labor lawsuits filed by former employees and outsourced service providers claiming payment of additional remuneration and indemnities, In addition, the Company and its subsidiaries have public civil lawsuits filed by the Public Labor Prosecutor's Office over alleged non-compliance with labor standards, working conditions and the work environment and, in situations where the need and/or opportunity to improve actions was identified, Conduct Adjustment Agreements were signed with the Brazilian authorities.
  • Civil, environmental and regulatory lawsuits: The Company and its subsidiaries are involved in a number of Indemnity Lawsuits, Public Civil Actions, and Administrative Proceedings where, in the opinion of its legal counsel, the risk of loss is probable.

b)        Possible losses

The main lawsuits for which we anticipate a risk of loss as possible are outlined below:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Tax 4,962,836 4,934,309 16,079,217 15,703,294
Civil, environmental and regulatory 1,090,456 1,045,171 6,484,092 7,166,011
Labor 9,440 9,168 702,454 805,222
6,062,732 5,988,648 23,265,763 23,674,527
85
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Tax:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Isolated fine - Federal tax 849,502 792,496
IRPJ/CSLL (i) 1,621,398 1,280,245 7,007,738 6,316,155
ICMS -Tax on circulation of goods 1,198,466 1,205,621 3,039,671 2,962,716
IRRF 1,103,418 1,226,223
PIS and COFINS 1,279,716 1,286,634 2,123,495 2,293,933
MP 470 installment of debts 251,457 232,104 426,437 381,060
Stock Grant Plan 62,852 60,863
IOF on loans 191,834 154,606
Reward Credit Compensation 156,966 143,322 156,966 143,322
IPI - Tax on industrialized products 188,687 233,464 365,934 374,471
INSS 75,322 79,019 157,389 159,007
Other 190,824 473,900 593,981 838,442
4,962,836 4,934,309 16,079,217 15,703,294
(i) The Company, through its subsidiary Comgás, has notices of infraction issued by the Brazilian Federal Revenue Service regarding the disallowance of amortization of goodwill expenses based on the expectation of future profitability arising from corporate transactions.
--- ---

We did not identify any effects of IFRIC 23 / ICPC 22 - Uncertainty about the Treatment of Income Taxes that could affect the accounting policies of the Company and its subsidiaries, as well as these interim financial statements.

Civil, environmental and regulatory:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Civil 1,039,572 983,867 3,197,678 3,184,240
Environmental (i) 50,072 60,549 1,667,127 2,330,683
Regulatory 812 755 1,619,287 1,651,088
1,090,456 1,045,171 6,484,092 7,166,011
(i) The subsidiary Moove was a defendant in a Public Civil Action ("PCA") aimed at paying compensation for environmental pollution that occurred in the former area of Companhia Usina de Passivos, Several PCA’s were filed in the face of different companies, In February 2024, there was a change in one of the PCAs, in which the value assigned by the Public Prosecutor’s Office was R$365,319 and the action was extinguished and filed, In another PCA, there was delimitation of the responsibility of the company and the value that was of R$441,142 changed to R$2,062.
--- ---

Labor:

Parent Company Consolidated
09/30/2024 12/31/2023 09/30/2024 12/31/2023
Labor claims 9,440 9,168 702,454 805,222
9,440 9,168 702,454 805,222
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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. SHAREHOLDERS’ EQUITY

a)        Share capital

The subscribed capital on September 30, 2024 is R$8,832,544 (R$8,682,544 on December 31, 2023), fully paid in, represented by 1,866,570,932 registered, book-entry common shares with no par value, According to the statute, the authorized share capital can be increased up to the limit of R$9,000,000.

On May 29, 2024, the Extraordinary General Meeting approved an increase in the Company's share capital in the amount of R$150,000 without issuing new shares and through the conversion of part of the existing balance in the statutory reserve account and the distribution of dividends of R$840,000.

As of September 30, 2024, the Company's share capital consists of the following:

Ordinary actions
Shareholding structure Amount %
Controlling shareholders 672,312,942 36.02%
Administrators 26,743,936 1.43%
Free float 1,166,096,508 62.47%
Outstanding shares 1,865,153,386 99.92%
Treasury stock 1,417,546 0.08%
Total 1,866,570,932 100.00%

b)        Treasury shares

On August 14, 2023, the Company's Board of Directors approved the new Share Buyback Program of up to 116,000,000 common shares, representing 9,93% of the total shares available on the market, with a term of up to 18 months. The repurchased shares may be used to meet obligations arising from potential exercises of share-based compensation plans, holding in treasury, disposal or cancellations in accordance with applicable legislation.

On August 13, 2024, the Board of Directors approved the cancellation of 7,500,000 ordinary shares issued by the Company, acquired and held in treasury, without reducing the value of the share capital, The effects were transferred to shareholders' equity as “Cancellation of treasury shares”, between “Capital transactions” and “Treasury shares” in the amount of R$118,975.

As of September 30, 2024, the Company had 1,417,546 shares in treasury (6,514,511 shares on December 31, 2023), whose market price was R$13,08.

b)        Dividends

  1. Receivable
Parent Company Investments in associates (i) Investments in joint venture Total
At January 1, 2024 99,194 219,941 319,135
Dividends declared 2,682,340 13,589 2,695,929
Other 8,641 8,641
Dividends received (2,639,937) (228,342) (2,868,279)
At September 30, 2024 150,238 5,188 155,426

(i)                      See composition of the balance in note 9.1.a.

Consolidated Investments in associates (ii) Investments in joint venture Total
At January 1, 2024 35,836 219,941 255,777
Dividends declared 1,104,370 119,647 1,224,017
Other (46,454) (46,454)
Dividends received (973,977) (293,912) (1,267,889)
At September 30, 2024 119,775 45,676 165,451

(ii)                     See composition of the balance in note 9.1.b

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Table of Contents

Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

ii. Payable

Parent Company Consolidated
At January 1, 2024 276,065 549,054
Dividends declared 566,401 2,318,389
Dividends paid to preferred shareholders (668,022)
Dividends paid (838,971) (2,118,294)
At September 30, 2024 3,495 81,127

d)            Other comprehensive income

12/31/2023 Comprehensive (loss) income 09/30/2024
Cash flow hedge result (1,487,128) (168,501) (1,655,629)
Exchange rate differences on conversion of operations abroad 1,838,413 (164,175) 1,674,238
Actuarial losses of defined benefit plan (291,213) 18,561 (272,652)
Deferred tax on actuarial losses of defined benefit plan 99,012 (6,311) 92,701
Loss on measurement of derivative financial instrument (45,631) (45,631)
Change in the fair value of a financial asset 77,152 77,152
Deferred income tax on financial asset (26,232) (26,232)
Total 164,373 (320,426) (156,053)
Attributable to:
Controlling shareholders 314,325 (238,002) 76,323
Non-controlling shareholders (149,952) (82,424) (232,376)
12/31/2022 Comprehensive (loss) income 09/30/2023
--- --- --- ---
Cash flow hedge result (1,361,895) (84,007) (1,445,902)
Exchange rate differences on conversion of operations abroad 2,010,914 (785,812) 1,225,102
Actuarial losses of defined benefit plan (219,663) 477 (219,186)
Deferred tax on actuarial losses of defined benefit plan 74,685 (162) 74,523
Loss on measurement of derivative financial instrument (45,631) (45,631)
Change in the fair value of a financial asset 77,152 77,152
Deferred income tax on financial asset (26,232) (26,232)
Total 509,330 (869,504) (360,174)
Attributable to:
Owners of the Company 567,546 (642,462) (74,916)
Non-controlling interests (58,216) (227,042) (285,258)
88
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Earnings per share after potentially dilutive instruments is computed by adjusting earnings and the number of shares for the impact of potentially dilutive instruments.

The following table presents the calculation of earnings per share (in thousands of reais, except for amounts per share):

Basic and diluted - Continuous operation
3Q24 3Q23 (Reclassified) 9M24 9M23 (Reclassified)
Profit (loss) attributable to holders of common shares of Company used in calculating basic earnings per share 271,299 668,580 (147,984) (1,283,734)
Diluting effect of the share-based plan of subsidiaries (374) (566)
Profit (loss) attributable to holders of common shares of Company used in the calculation of diluted earnings per share 271,299 668,206 (147,948) (1,284,300)
Weighted average number of common shares outstanding - basic (in thousands of shares)
Basic 1,861,492 1,867,217 1,862,665 1,866,823
Dilutive effect of the share-based plan 6,486
Share repurchases (1,234) (13,244)
Diluted 1,867,978 1,867,217 1,861,431 1,853,579
Earnings (loss) per share
Basic R$0.1457 R$0.3581 (R$0.0794) (R$0.6877)
Diluted R$0.1452 R$0.3579 (R$0.0795) (R$0.6929)
Basic and diluted - Discontinuous operation 3Q24 3Q23 (Reclassified) 9M24 9M23 (Reclassified)
--- --- --- --- ---
Profit attributable to holders of common shares of Company used in calculating basic earnings per share 21,582 10,172 21,582 15,654
Income attributable to holders of common shares of Company used in the calculation of diluted earnings per share 21,582 10,172 21,582 15,654
Weighted average number of common shares outstanding - basic (in thousands of shares)
Basic 1,861,492 1,867,217 1,862,665 1,866,823
Dilutive effect of the share-based plan 6,486 8,190
Diluted 1,867,978 1,867,217 1,870,855 1,866,823
Earnings per share
Basic R$0.0116 R$0.0054 R$0.0116 R$0.0084
Diluted R$0.0116 R$0.0054 R$0.0115 R$0.0084
89
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Diluting instruments

The Company and its subsidiaries have two categories of possible dilutive effects: stock grants and put options. For stock grants, a calculation is performed to determine the impact of dilution on the profit attributable to the Parent Company's shareholders as a result of the exercise of stock grants in subsidiaries. It is assumed that the put option was converted into common stock, and the profit attributable to the Parent Company's shareholders is adjusted accordingly.

In the period ended September 30, 2024, 1,233,742 shares related to the Company's share repurchase plan were considered in the analysis of diluted earnings per share, as they increase the loss per share (10,243,716 shares on September 30, 2023).

Anti-dilution instruments

In the period ended September 30, 2024, 8,189,726 shares related to the Company's stock option plan were not considered in the analysis of diluted earnings per share, as they decrease the loss per share, (7,162,640 shares as of September 30, 2023).

19.  NET SALES

The following table shows the breakdown of gross revenue from the sale of the Company's products and services:

Consolidated
3Q24 3Q23 (Reclassified) (i) 9M24 9M23 (Reclassified) ^(i)^
Gross revenue from the sale of products and services 13,305,161 11,765,048 36,826,459 34,475,099
Construction revenue 425,193 389,262 1,126,377 1,083,882
Indirect taxes and other deductions (2,084,057) (1,858,599) (5,770,475) (5,594,109)
Net sales 11,646,297 10,295,711 32,182,361 29,964,872
(i)        For more details see note 3.1
---

In the following table, revenue is disaggregated by products and service lines and timing of revenue recognition:

3Q24 3Q23 (Reclassified) 9M24 9M23 (Reclassified)
At a point in time
Natural gas distribution 4,362,802 3,888,757 11,999,450 12,026,588
Lubricants, base oil and other 2,420,438 2,127,749 7,013,822 6,991,549
Lease and sale of lands 322,222 172,107 612,193 472,654
Other 161,502 111,583 361,159 428,049
7,266,964 6,300,196 19,986,624 19,918,840
Over time
Railroad transportation services 3,581,400 3,017,190 9,996,729 7,930,971
Container operations 170,863 157,882 476,288 391,041
Construction revenue 425,193 389,262 1,126,377 1,083,882
Services rendered 211,482 445,386 638,650 685,876
4,388,938 4,009,720 12,238,044 10,091,770
Eliminations (9,605) (14,205) (42,307) (45,738)
Total net sales 11,646,297 10,295,711 32,182,361 29,964,872
90
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. COSTS AND EXPENSES BY TYPE

Expenses are presented in the income statement by function. The reconciliation of income, costs and expenses by nature/function is as follows.

Parent Company Consolidated
3Q24 3Q23 9M24 9M23 3Q24 3Q23<br><br><br>(Reclassified) (i) 9M24 9M23 (Reclassified) (i)
Raw material and material for use in the provision of services (1,834,865) (1,808,847) (5,378,896) (5,490,005)
Gas and transportation cost (3,139,875) (2,817,813) (8,711,160) (8,896,289)
Railroad transport and port elevation expenses (778,504) (710,041) (2,194,574) (2,066,335)
Other transport (162,227) (138,880) (394,355) (426,994)
Depreciation and amortization (3,951) (3,670) (11,731) (10,697) (1,067,060) (867,633) (2,900,785) (2,477,810)
Personnel expenses (56,489) (96,189) (191,229) (222,137) (910,405) (791,638) (2,386,257) (2,148,200)
Construction cost (425,193) (389,262) (1,126,377) (1,083,882)
Expenses with third-party services (20,069) (13,008) (44,104) (26,847) (342,655) (308,648) (873,409) (681,287)
Business expenses (18) (7) (57) (11) (10,584) (8,517) (30,332) (28,653)
Cost of properties sold (Note 8) (163,507) (163,507)
Other expenses (33,541) (16,644) (82,148) (51,166) (341,035) (231,205) (1,014,868) (893,338)
(114,068) (129,518) (329,269) (310,858) (9,175,910) (8,072,484) (25,174,520) (24,192,793)
Cost of goods sold and services rendered (7,809,169) (7,064,945) (21,875,210) (21,480,799)
Selling expenses (417,549) (329,465) (1,155,450) (1,010,705)
General and administrative expenses (114,068) (129,518) (329,269) (310,858) (949,192) (678,074) (2,143,860) (1,701,289)
(114,068) (129,518) (329,269) (310,858) (9,175,910) (8,072,484) (25,174,520) (24,192,793)
(i) For more details see note 3.1
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. OTHER OPERATING INCOME (EXPENSES), NET
Parent Company Consolidated
3Q24 3Q23 9M24 9M23 3Q24 3Q23 9M24 9M23
Extemporaneous tax credits 7,463 15,861 11,591 6,098 34,358 10,323
Change in fair value of investment properties 372,015 463,837
Loss on disposals of non-current assets and intangible assets (7) 13,563 16,638 (4,182) 24,091 (4,959)
Result on sales of investments (i) (383,205)
Net effect of legal claims, recoverables and tax installments (17,588) (13,192) (21,464) (56,716) (53,403) (60,677) (202,705) (139,301)
Dividends received from Vale S.A. 359,452 762,204
Contractual agreement and others (ii) 123,263 (75,158) 425,575 (109,351)
Reversal of other provisions (iii) 291,032
Realization of deferred revenue – (Note 2) 923,214 923,214
Occasional income 6,848 4,323 41,649 61,730 158,926 150,079 235,126
Net impairment loss (iv) (109,063) (2,683,879)
Winnings from compensation actions 168,855
Other (16,914) (31,453) (41,835) (61,594) (44,178) (275,815) (287,635) (431,373)
(20,191) (40,322) (5,796) (43,017) (55,152) 1,403,873 (2,463,434) 1,709,720
(i) Net effect of the sale of a stake in Vale S.A., as per note 2.
--- ---
(ii) Refers mainly to a commercial agreement with suppliers of the indirect subsidiary Compass.
(iii) In the second quarter of 2024, the subsidiary Comgás reassessed and concluded, according to the criteria of CPC 25 / IAS 37, that there is currently no probable outflow of resources for part of the amount then recorded in its balance sheet under "Other liabilities," thus proceeding with its reversal.
(iv) Balance includes provision for write-off of the residual value of assets with traffic directly interrupted by the extreme weather events in Rio Grande do Sul, in the amount of R$182,041 and impairment of the subsidiary Rumo Malha Sul S.A.
(v) The amount refers to the additional purchase price that CLI SUL undertook to pay to the subsidiary Rumo, under the terms of the purchase and sale agreement.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. FINANCIAL RESULTS, NET

The details of revenues and finance costs are as follows:

Parent Company Consolidated
3Q24 3Q23 9M24 9M23 3Q24 3Q23 9M24 9M23
Gross debt cost
Interest and monetary variation (468,273) (266,346) (1,300,726) (687,981) (1,364,402) (965,027) (4,211,264) (3,235,041)
Net foreign exchange variation on debts 170,563 (11,767) (837,407) (11,767) 466,163 (769,553) (2,595,788) 1,425,218
Financial result with derivatives and fair value (121,162) (32,592) 816,337 (963,447) (532,845) (622,049) 1,645,132 (795,799)
Amortization of borrowing costs (10,702) (2,580) (17,623) (6,805) (34,228) (16,422) (81,284) (45,798)
Bail bonds and debt guarantees (9,369) (9,263) (26,771) (29,204)
(429,574) (313,285) (1,339,419) (1,670,000) (1,474,681) (2,382,314) (5,269,975) (2,680,624)
Income from financial investments and exchange rate variation in cash and cash equivalents 64,144 71,133 123,051 167,838 537,550 572,200 1,485,773 1,503,376
Financial investment update on listed entities 740,432 (4,528,730)
64,144 71,133 123,051 167,838 537,550 1,312,632 1,485,773 (3,025,354)
Cost of debt, net (365,430) (242,152) (1,216,368) (1,502,162) (937,131) (1,069,682) (3,784,202) (5,705,978)
Other charges and monetary variations
Interest in other receivables 18,889 14,662 47,466 37,300 96,229 111,197 345,550 335,987
Update of other financial assets 169 1,777 169 1,777
Monetary variation in leases and concessions agreements (126,913) (121,207) (367,275) (399,066)
Interest on leases (728) (913) (2,327) (2,707) (162,145) (129,426) (458,435) (308,888)
Interest in shareholders’ equity (39,534) (34,347) (34,347) (43,175)
Interest in contingencies and contracts (5,619) (60,244) (68,298) (147,914) (41,427) (240,748) (424,049) (933,857)
Interest in sectoral assets and liabilities (16,283) (24,359) (72,108) (66,057)
Bank charges and other (9,748) (7,236) (31,428) (25,847) (19,274) (35,416) 2,399 (82,838)
Exchange variation and non-debt derivatives (73,269) (448,268) (1,933,516) (108,297) (176,003) 35,106 (925,959) (184,161)
(70,475) (501,830) (1,988,103) (285,222) (480,163) (404,684) (1,934,224) (1,680,278)
Financial result, net (435,905) (743,982) (3,204,471) (1,787,384) (1,417,294) (1,474,366) (5,718,426) (7,386,256)
Reconciliation
Financial expenses (581,346) (504,229) (1,736,655) (1,396,303) (1,825,539) (646,254) (5,820,846) (10,323,734)
Financial income 91,516 91,269 191,887 240,953 680,596 722,377 2,022,082 1,951,914
Exchange variation 303,676 (348,799) (1,548,901) 361,829 463,788 (756,108) (2,510,248) 1,379,572
Net effect of derivatives (249,751) 17,777 (110,802) (993,863) (736,139) (794,381) 590,586 (394,008)
Financial result, net (435,905) (743,982) (3,204,471) (1,787,384) (1,417,294) (1,474,366) (5,718,426) (7,386,256)
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

  1. POST-EMPLOYMENT BENEFITS
Consolidated
09/30/2024 12/31/2023
Defined contribution
Futura II 421 333
Defined benefit
Futura 185,605 175,150
Health Insurance 461,696 442,164
647,301 617,314
Total 647,722 617,647
  1. SHARE-BASED PAYMENT

The Company and its subsidiaries have Share-Based Compensation Plans that are settleable in shares and cash, As of September 30, 2024, the Group has the following share-based payment agreements:

Grants made in 2024

In the period ended September 30, 2024, the following Grant Program was established:

Program Conditions for vesting
Cosan Invest Partners Grant January 30, 2024,<br><br><br>The incentive program is conditioned on service time (service condition) and performance goals (performance conditions). Of the total actions of the program, 60% are related to service time for the period of 5 years and the actions are granted annually. The rest, equivalent to 40% of the program, are related to performance goals being necessary to achieve specific metrics that can vary between 0% and 110% (to calculate the fair value was considered the achievement of 100%). Shares are locked up for one year. The 2024 grant refers only to the portion granted annually, which is linked to service conditions, (vesting period of 12 months).
Invest Cosan 2024 Grant: July 31, 2024,<br><br><br>The incentive program is conditioned to service conditions and performance conditions. Of the total actions of the program, 50% are related to length of service for a period of 3 years. The remainder, equivalent to 50% of the program, are related to performance goals, requiring the achievement of specific metrics that can vary from 0% to 150%.
Invest Rumo Grant: August 22, 2024.<br><br><br>Option programs, without lock-up, with delivery of the shares at the end of the three-year vesting period, subject to i) part of the options being conditional on maintaining the employment relationship (service condition) and ii) part on achieving each of the metrics that make up the performance targets (performance conditions), with the amount of performance options granted varying between 0% and 200% depending on performance
Phantom shares - Compass Grant: August 1, 2024.<br><br><br>Phantom share plan providing for the grant of stock appreciation rights (“SARs”). SARs offer the opportunity to receive a cash payment equal to the fair market value of Compass common stock
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Award Type / Award Date Company Life expectancy (years) Grants under plans Exercised / Canceled / Transferred Available Fair value as of grant date - R$
Share grant program
07/31/2019 Cosan S.A. 60 229,020 (229,020) 13.44
07/31/2020 Cosan S.A. 60 68,972 (15,524) 53,448 20.93
07/31/2021 - Invest I Cosan S.A. 36 424,839 (424,839) 24.38
09/10/2021 - Invest II Cosan S.A. 48 5,283,275 (5,283,275) 22.24
10/11/2021 - Invest III Cosan S.A. 60 806,752 (499,856) 306,896 23.20
07/31/2022 - Invest I Cosan S.A. 36 846,506 (294,866) 551,640 18.74
11/22/2022 - Invest Partners Cosan S.A. 60 377,173 (2,283) 374,890 17.14
01/30/2023 - Invest Partners Cosan S.A. 36 12,472,325 (6,365,611) 6,106,714 15.26
07/31/2023 - Invest Cosan I - Regular Cosan S.A. 36 1,047,845 (382,256) 665,589 17.53
12/01/2023 - Invest Cosan III - Associates Cosan S.A. 60 546,734 (49,608) 497,126 17.68
01/30/2024 - Invest Partners Cosan S.A. 12 2,322,324 (2,322,324) 18.18
07/31/2024 - Invest Cosan 2024 Cosan S.A. 36 1,428,479 1,428,479 13.54
25,854,244 (15,869,462) 9,984,782
07/01/2023 - Program SOP A Moove 72 699,276 699,276 142.62
07/01/2023 - Program SOP B Moove 72 279,710 279,710 88.32
07/01/2023 - Program SOP C Moove 72 223,768 223,768 76.54
07/01/2023 - Program SOP D Moove 72 139,855 139,855 71.45
1,342,609 1,342,609
08/15/2019 Rumo S.A. 60 843,152 (843,152) 22.17
11/11/2020 Rumo S.A. 60 776,142 (397,941) 378,201 20.01
05/05/2021 Rumo S.A. 60 1,481,000 (1,377,718) 103,282 20.84
09/15/2021 Rumo S.A. 36 1,560,393 (1,560,393) 18.19
09/01/2022 Rumo S.A. 36 1,781,640 (264,963) 1,516,677 20.36
09/06/2023 Rumo S.A. 36 1,724,867 (174,240) 1,550,627 21.86
08/22/2024 Rumo S.A. 36 2,433,432 2,433,432 23.37
10,600,626 (4,618,407) 5,982,219
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

Share-based compensation plan (settled in cash)
07/31/2019 - Invest I Moove 60 132,670 (132,670) 50.79
07/31/2020 - Invest II Moove 60 106,952 (18,341) 88,611 61.89
07/31/2021 - Invest III Moove 36 80,729 (80,729) 102.73
07/31/2022 - Invest IV Moove 36 77,967 (6,114) 71,853 135.05
07/31/2023 - Invest V Moove 36 82,204 (1,856) 80,348 150.98
07/31/2024 - Invest VI Moove 36 60,728 60,728 234.43
01/08/2022 Compass 36 882,489 (69,853) 812,636 25.59
01/08/2022 Edge Comercialização 36 30,952 (25,531) 5,421 25.59
01/08/2022 TRSP 36 33,234 (5,120) 28,114 25.59
01/08/2023 Compass 36 255,473 (12,550) 242,923 34.12
01/08/2023 Edge Comercialização 36 26,210 (16,740) 9,470 34.12
01/08/2023 TRSP 36 24,210 24,210 34.12
01/08/2024 Compass 36 273,269 273,269 42.21
01/08/2024 Edge Comercialização 36 72,548 72,548 42.21
01/08/2024 TRSP 36 2,645 2,645 42.21
2,142,280 (369,504) 1,772,776
Total 39,939,759 (20,857,373) 19,082,386

a)        Reconciliation of outstanding share grants

The change in outstanding share grants is as follows:

Parent company Consolidated
At January 1, 2024 20,036,862 31,557,498
Granted 3,750,803 6,244,963
Addition of shares (i) 468,615
Exercised/cancels/other(ii) (13,802,883) (19,188,690)
At September 30, 2024 9,984,782 19,082,386
(i) Total accrued shares correspond to the proportional number of dividends, interest on equity and reduction of equity eventually paid or credited by the Compass subsidiary to its shareholders between the date of the grant and the end of said vesting exercise.
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(ii) In August 2024, 100% of the provision for the “01/30/2024 - Invest Partners” plan and the first tranche of the “10/11/2021 - Invest III” plan was brought forward. The plans were settled in September 2024 and the advance provision amounted to R$14,585 considering principal and charges.
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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

b)        Fair value measurement

The weighted average fair value of the programs granted during September 30, 2024 and December 31, 2023 and the main assumptions used in the application of the Black-Scholes and Binomial model were as follows:

Average market price on the grant date Interest rate Volatility
Cosan S.A. 09/30/2024 13.54 N/A N/A
12/31/2023 16.82 N/A N/A
Compass 09/30/2024 41.92 N/A N/A
12/31/2023 42.21 N/A N/A
Rumo (i) 09/30/2024 23.37 10.41% 25.84%
12/31/2023 21.87 10.41% 25.84%
Moove (ii) 09/30/2024 234.43 4.05% 42.85%
12/31/2023 105.98 4.05% 42.85%
(i) Volatility was determined based on the historical volatility of the share price in the last thirty days prior to the grant date.
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(ii) Volatility was determined based on the historical volatility of the parent company's share price, since Moove is not yet publicly traded, taking as a measure the period proportional to the term of the plan.

c)        Expense recognized in profit or loss

Share-based compensation expenses included in the income statement for the period ended September 30, 2024 amounted to R$255,309 (R$151,177 as of September 30, 2023). Of the total amount recognized in the period, the subsidiary Moove finalized the recognition of all expenses related to its Stock Option Plan linked to the liquidity event (Initial Public Offering, or “IPO”), in the amount of R$190,403, recognized throughout 2024, and R$166,112, recognized in the third quarter of 2024, considering the principal amount and charges. For this recognition, it was considered that the transaction was highly probable of realization and, therefore, the vesting conditions linked to performance and services were met.

25.  SUBSEQUENT EVENTS

MOOVE´S ACQUISITION OF DIPI HOLDINGS S.A

On September 29, 2024, Moove’s subsidiary Cosan Lubrificantes e Especialidades S.A. entered into a sale and purchase agreement to acquire all of the shares of DIPI Holdings S.A. for the price of R$410.000, with R$310.000 to be paid at closing, subject to closing price adjustments, and R$100.000 to be paid by 2027, subject to earn-out price adjustments related to the performance of the acquired company. Moove intends to fund the acquisition substantially using cash on hand. DIPI Holdings S.A. is a lubricant and grease manufacturer in Brazil, which operates two lubricant blending plants and one plastic blow molding facility. Completion of the transaction is subject to customary conditions, including without limitation, approval by antitrust authorities, which took place on October, 2024, and other precedent conditions determined in the agreement. The closing is expected to take place in the first quarter of 2025. The acquisition is not expected to have a material impact on Cosan S.A. financial position or results of operations.

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Notes to the interim Financial Statements

(In thousands of Reais, except when otherwise indicated)

IPO MOOVE

On October 1, 2024, the company announced to the market its initial public offering of 25,000,000 shares of common stock, pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission on July 10, 2024. However, on October 9, 2024, due to adverse capital market conditions and a sharp deterioration in risk perception indicators on the global stage, the Moove subsidiary decided not to proceed with the initial public offering at this time. The splits of the amounts recorded in the context of the preparation of Moove's initial public offering, in the order of R$30,609, as well as the expenses related to the recognition of the Stock Option Plan linked to the liquidity event, in the total amount of R$204,296, will be fully evaluated and duly recognized in the fourth quarter of 2024.

SALE OF AGRICULTURAL PROPERTIES - RADAR

On October 3, 2024, the indirect subsidiary Esus Brasil Participações S.A. signed a purchase and sale agreement for the rural property called Fazenda Santo Antônio, located in the municipality of Martinópolis, state of São Paulo, with a total registered area of 3,399.24 hectares and suitable for growing sugarcane. The amount of the sale is R$172,000, to be received in installments until February 2027.

On October 8, 2024, the indirect subsidiary Duguetiapar Empreendimentos e Participações S/A signed a purchase and sale agreement for the rural property called Fazenda São Jorge, located in the municipality of Paraguaçu Paulista, state of São Paulo, with a total registered area of 578.89 hectares and suitable for growing sugarcane. The sale price is R$37,093, payable in cash.

On October 15, 2024, the indirect subsidiary Duguetiapar Empreendimentos e Participações S/A signed a purchase and sale agreement for the rural property called Fazenda Ipiranga, located in the municipality of Echaporã, state of São Paulo, with a total registered area of 567.41 hectares and suitable for growing sugarcane. The sale price is R$34,907, payable in cash.

ELEVENTH ISSUE OF COSAN DEBENTURES

On October 18, 2024, the Board of Directors of Cosan S.A. approved the public offering of the 11th issue of simple debentures, under a firm placement guarantee, not convertible into shares, of the unsecured type, in three series, in the total amount of R$2,500,000, which was disbursed on November 08, 2024.

The first series has an amount of R$1,500,000, with a DI rate plus a spread of 0.50% p.a. and the principal maturing on January 8, 2028. The second series has an amount of R$500,000, with a DI rate plus a spread of 0.72% p.a. and with principal maturing on January 8, 2030, while a. The third series has an amount of R$500,000, with a DI rate plus a spread of 0.72% p.a. and with principal maturing on January 8, 2030. The third series is for R$500,000, with a DI rate plus a spread of 1.30% p.a. and the principal maturing on January 8, 2035. The three series will have interest payments every six months, and the funds from this funding will be used to manage the company's indebtedness.

BIOMETANO VERDE PAULÍNIA - 1ST ISSUE OF DEBENTURES

On October 10, 2024, Biometano Verde Paulinia concluded its 1st issue of simple debentures, non-convertible into shares, in the amount of R$235,000 with semi-annual remuneration equivalent to CDI + 1.2% p.a. and maturity on October 10, 2025. The funds obtained from the issue will be used to set up a biogas purification plant to produce biomethane.

CHANGES TO COSAN'S EXECUTIVE BOARD

As of November 1, 2024, Mr. Nelson Roseira Gomes Neto stepped down the position of chief executive office of Cosan and became the chief executive office of Raízen. On the same date, Mr. Marcelo Eduardo Martins stepped down as Chief Strategy Officer and became the new chief executive office of Cosan. In addition, Mr. Ricardo Dell Aquila Mussa, current chief executive officer of Raízen, became the new chief executive officer of Cosan Investimentos on November 1, 2024.

NORGÁS – COMPLETION OF THE SALE OF ASSETS HELD FOR SALE

On November 6, 2024, Compass concluded the full sale of its 51% stake in Norgás, in the amount of R$629,165, resulting in a capital gain of R$629,155.

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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 13, 2024

COSAN S.A.
By: /s/ Rodrigo Araujo Alves
Name:            Rodrigo Araujo Alves
Title:              Chief Financial Officer