| SHAREHOLDERS EQUITY |
a) Share capital
|
Accounting policy:
Equity is reduced by the incremental costs directly attributable to the issuance of common shares. In accordance with the policy outlined in Note 15 - Income tax and social contribution, transaction costs related to income tax are accounted for in accordance with Note 15 - Income tax and social contribution.
Transactions involving group shareholders are allocated within Equity Transactions, such as share-based payments and changes in interests in subsidiaries. |
Af of December 31, 2024, the subscribed capital is R$8,832,544 (R$8,682,544 as of December 31, 2023), fully paid-up, and represented by 1,866,570,932 registered, book-entry, non-par value common shares. The limit for authorized share capital permitted by the bylaws is 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 December 31, 2024, the Company's share capital consists of the following:
|
|
Common shares |
|
|
Shareholding structure |
Amount |
|
|
% |
|
|
Controlling shareholders |
672,312,930 |
|
|
36.02% |
|
|
Board of directors and executive officers |
26,204,828 |
|
|
1.40% |
|
|
Free float |
1,164,305,209 |
|
|
62.38% |
|
|
Outstanding shares |
1,862,822,967 |
|
|
99.80% |
|
|
Treasury shares |
3,747,965 |
|
|
0.20% |
|
|
Total |
1,866,570,932 |
|
|
100.00% |
|
b) Treasury shares
|
Accounting policy
Treasury shares consists of shares that have been repurchased by the company for specific and limited purposes. Cosan holds the necessary number of shares for future employee share-based payment plans, and the volume is treated similarly to treasury shares for accounting purposes. |
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 December 31, 2024, the Company had 3,747,965 shares in treasury (6,514,511 shares as of December 31, 2023), whose market price was R$8.16.
c) Statutory reserve - special reserve
|
Accounting policy:
Its purpose is to strengthen working capital and finance the maintenance, expansion, and development of the company's core activities. |
d)Legal reserve
|
Accounting policy:
In accordance with Law 6,404, it is created by appropriating 5% of net income for the year up to a maximum of 20% of capital. |
e) Dividends
|
Accounting policy:
In accordance with corporate law, a mandatory minimum dividend equal to 25% of the company's annual net profit is allocated, adjusted for changes in the reserves. The next Ordinary General Meeting will discuss dividends, allocation of net income for the year, and excess of profit reserves, as determined by article 199 of the Corporate Law. |
i. Receivable
|
|
Investments in associates (i) |
|
|
Investments in joint venture |
|
|
Total |
|
|
Balance as of January 1, 2023 |
161,147 |
|
|
— |
|
|
161,147 |
|
|
Proposed dividends |
273,346 |
|
|
626,653 |
|
|
899,999 |
|
|
Proposed interest on own capital |
— |
|
|
588,078 |
|
|
588,078 |
|
|
Income tax |
— |
|
|
(88,256 |
) |
|
(88,256 |
) |
|
Discontinued operation |
(62,699 |
) |
|
— |
|
|
(62,699 |
) |
|
Other movements |
(81,053 |
) |
|
— |
|
|
(81,053 |
) |
|
Dividends received |
(254,905 |
) |
|
(906,534 |
) |
|
(1,161,439 |
) |
|
Balance as of December 31, 2023 |
35,836 |
|
|
219,941 |
|
|
255,777 |
|
|
Proposed dividends |
1,175,775 |
|
|
119,647 |
|
|
1,295,422 |
|
|
Other movements |
(84,945 |
) |
|
— |
|
|
(84,945 |
) |
|
Dividends received |
(1,018,794 |
) |
|
(293,912 |
) |
|
(1,312,706 |
) |
|
Balance as of December 31, 2024 |
107,872 |
|
|
45,676 |
|
|
153,548 |
|
| (i) |
See composition of the balance in note 9.1.b |
ii. Payable
|
Change in dividends payable |
|
|
|
|
Consolidated |
|
|
Balance as of January 1, 2023 |
892,006 |
|
|
Declared dividends |
2,239,495 |
|
|
Dividends paid |
(2,582,447 |
) |
|
Balance as of December 31, 2023 |
549,054 |
|
|
Declared dividends and other (i) |
2,994,771 |
|
|
Dividends paid to preferred shareholders |
(668,022 |
) |
|
Dividends paid |
(2,779,081 |
) |
|
Balance as of December 31, 2024 |
96,722 |
|
| (i) |
The value of the dividend per share in the year ended December 31, 2024 was R$1.58 real. (R$1.27 real on December 31, 2023). |
f) Other comprehensive income
|
|
12/31/2023 |
|
|
Comprehensive (loss) income |
|
|
12/31/2024 |
|
|
Loss on cash flow hedge |
(2,042,427 |
) |
|
(393,651 |
) |
|
(2,436,078 |
) |
|
Foreign currency translation differences |
841,409 |
|
|
537,111 |
|
|
1,378,520 |
|
|
Actuarial gain (loss) on defined benefit plan |
(257,794 |
) |
|
162,598 |
|
|
(95,196 |
) |
|
Deferred tax on actuarial losses of defined benefit plan |
87,650 |
|
|
(55,283 |
) |
|
(32,367 |
) |
|
Loss on measurement of derivative financial instrument |
15,000 |
|
|
— |
|
|
15,000 |
|
|
Change in the fair value of a financial asset |
39,726 |
|
|
— |
|
|
(39,726 |
) |
|
Deferred income tax on financial asset |
(13,507 |
) |
|
— |
|
|
(13,507 |
) |
|
Predecessor adjustment |
1,381,798 |
|
|
— |
|
|
(1,381,798 |
) |
|
Total |
51,855 |
|
|
250,775 |
|
|
302,630 |
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
314,325 |
|
|
251,530 |
|
|
565,855 |
|
|
Non-controlling interests |
(262,470 |
) |
|
(755 |
) |
|
(263,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
12/31/2022 |
|
|
Comprehensive (loss) income |
|
|
12/31/2023 |
|
|
Loss on cash flow hedge |
(1,917,194 |
) |
|
(125,233 |
) |
|
(2,042,427 |
) |
|
Foreign currency translation differences |
1,013,910 |
|
|
(172,501 |
) |
|
841,409 |
|
|
Actuarial loss on defined benefit plan |
(186,244 |
) |
|
(71,550 |
) |
|
(257,794 |
) |
|
Deferred tax on actuarial losses of defined benefit plan |
63,323 |
|
|
24,327 |
|
|
87,650 |
|
|
Loss on measurement of derivative financial instrument |
15,000 |
|
|
— |
|
|
15,000 |
|
|
Change in the fair value of a financial asset |
39,726 |
|
|
— |
|
|
39,726 |
|
|
Deferred income tax on financial asset |
(13,507 |
) |
|
— |
|
|
(13,507 |
) |
|
Predecessor adjustment |
1,381,798 |
|
|
— |
|
|
1,381,798 |
|
|
Total |
396,812 |
|
|
(344,957 |
) |
|
51,855 |
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the Company |
567,546 |
|
|
(253,221 |
) |
|
314,325 |
|
|
Non-controlling interests |
(170,734 |
) |
|
(91,736 |
) |
|
(262,470 |
) |
|
|
|
|
|
|
|
|
|
|
12/31/2021 |
|
|
Comprehensive (loss) income |
|
|
12/31/2022 |
|
| Loss on cash flow hedge |
(1,917,917 |
) |
|
723 |
|
|
(1,917,194 |
) |
| Foreign currency translation differences |
96,362 |
|
|
917,548 |
|
|
1,013,910 |
|
| Actuarial loss on defined benefit plan |
(266,574 |
) |
|
80,330 |
|
|
(186,244 |
) |
| Deferred tax on actuarial losses of defined benefit plan |
90,635 |
|
|
(27,312 |
) |
|
63,323 |
|
| Loss on measurement of derivative financial instrument |
15,000 |
|
|
—
|
|
|
15,000 |
|
| Change in the fair value of a financial asset |
5,794 |
|
|
33,932 |
|
|
39,726 |
|
| Deferred income tax on financial asset |
(1,970 |
) |
|
(11,537 |
) |
|
(13,507 |
) |
| Predecessor adjustment |
1,381,798 |
|
|
— |
|
|
1,381,798 |
|
| Total |
(596,872 |
) |
|
993,684 |
|
|
396,812 |
|
|
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
|
|
| Owners of the Company |
(521,609 |
) |
|
1,089,155 |
|
|
567,546 |
|
| Non-controlling interests |
75,263 |
|
|
(95,471 |
) |
|
(170,734 |
) |
|