6-K
Cosan S.A. (CSAN)
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 ☒

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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 |
| 2 | |
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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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Table of Contents
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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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 | |
| 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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Table of Contents
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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Table of Contents
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 | ||||||||
| --- | ||||||||
| The accompanying notes are an integral part of these interim financial statements. | ||||||||
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Table of Contents
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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Table of Contents
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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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 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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Table of Contents
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 | ||||
| --- | ||||
| The accompanying notes are an integral part of these interim financial statements. | ||||
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Table of Contents
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
- 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:

| (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)
- 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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Table of Contents
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. | |||||
| --- | --- |
- 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.
- 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 |
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Table of Contents
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 |
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Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
- 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:
- 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.
- 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.
- 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.
- 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.
- 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:
- 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.
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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 |
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Table of Contents
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 |
| 24 | |||||||||
| --- |
Table of Contents
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 | |
| 25 | ||||||||||
| --- |
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 |
| 26 | |||||||||
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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 | |||||||||
| --- |
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 |
| 29 | ||||
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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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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.
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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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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 | ||||||||
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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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Table of Contents
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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Table of Contents
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. | ||
| --- | --- | ||
| 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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Table of Contents
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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Table of Contents
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 | |
| 45 | ||||||
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Table of Contents
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) | |
| 46 | ||||||
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Table of Contents
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. | |
| --- | --- | |
| 47 | ||
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Table of Contents
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 |
| 48 | ||||
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Table of Contents
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 |
| 49 | ||||
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Table of Contents
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) | |
| 50 | |||||||||
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Table of Contents
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) |
| 51 | |||
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Table of Contents
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. | ||||||||
| --- | --- | ||||||||
| (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. | ||||||||
| 52 | |||||||||
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Table of Contents
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.
- 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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Table of Contents
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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Table of Contents
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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Table of Contents
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)
- 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 |
- 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).
- 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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Table of Contents
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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Table of Contents
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. | |
| --- | --- | |
| 63 | ||
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Table of Contents
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% |
| 64 | ||||
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Table of Contents
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. | |||||||||
| 65 | ||||||||||
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Table of Contents
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. | ||||||||
| 66 | |||||||||
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Table of Contents
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% |
| 67 | |||
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Table of Contents
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 | |
| 68 | |||||||||
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Table of Contents
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.
| 69 |
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Table of Contents
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
- 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)
- 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. | |||||||
| --- | --- | |||||||
| (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. |
| --- | --- |
- 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)
- 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 |
- 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)
- 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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Table of Contents
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 | ||||||
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Table of Contents
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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Table of Contents
- 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. | |||
| --- | --- | |||
| 83 | ||||
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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.
| 84 |
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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 | |
| 86 | ||||
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Table of Contents
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
- 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
- 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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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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Table of Contents
Notes to the interim Financial Statements
(In thousands of Reais, except when otherwise indicated)
- 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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Table of Contents
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)
- 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)
- 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)
- 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)
- 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 |
- 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. | |
| --- | --- | |
| (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. | |||
| --- | --- | |||
| (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 |