Cosan S.A.

2023 Management Report

Cosan S.A. ("Cosan" or "Company") submits for consideration of its shareholders the Management Report concerning the activities performed in fiscal year 2023. The result is presented in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS). Except where otherwise stated, all comparisons in this report are of 2023 with 2022.

The Company also provides a detailed version of its Financial Statements and earnings release on its website: www.cosan.com.br/en.

1. Message from the CEO

We ended 2023 with a significant growth of EBITDA under management and net income, supported by the performance of the businesses, reinforcing the quality of our assets and resilience of our portfolio. Investments were in line with the plans for the year, allocated to the structural projects of the portfolio, as well as the efficient maintenance of our operations.

Rumo's result was boosted by the increase in transportation capacity and higher consolidated average tariff, reaching record volumes and demonstrating the growing competitiveness of the rail modal. The Lucas do Rio Verde project - extension of the railway network in Mato Grosso, one of the main regions of Brazil in grain production - will enable a major expansion in Rumo's addressable market.

At Compass, the record number of new connections, consolidation of Commit's natural gas distribution companies, as well as the start of operations under the Edge brand, with the sale of the first LNG shipments, offset the decline in the volume of natural gas distributed, affected by the lower industrial production and higher temperatures. Furthermore, in 2023 the company created a JV among Compass and Orizon to invest in a biomethane purification plant in Paulínia (São Paulo) and executed a long-term biomethane supply agreement between Compass and São Martinho.

Moove had its best year ever, driven by the higher sales and healthy margins, reflecting Moove's leading position in the market of synthetic lubricants and ongoing improvement of its business model. Its strong international footprint is also a highlight, with significant results achieved in 2023 with the successful integration of Petrochoice.

At Radar, the value of agricultural properties portfolio we invested reflects the high-quality portfolio and the strong commodity cycle.

Raízen achieved an important recovery of the agricultural productivity of its sugarcane fields, setting a record for crushing in the crop year. The better sugar prices and strong fuel distribution margins drove the company's EBITDA, offsetting the effects of the challenging scenario for ethanol. In addition, I highlight the progress in our renewable's agenda, with the launch of the 2nd Second-Generation Ethanol (2GE) plant in Bonfim, with twice the production capacity of the 1st plant.

We kicked off an intense debt management process at Cosan, with successful funding transactions in the domestic and international markets. This process has lengthened our debt amortization schedule to better support the current cycle of major investments of our portfolio, ensuring competitive costs. In 2023 and early 2024, we consolidated our exposure to Vale, increasing our direct stake because of the unwind of the collar financing structure. This movement aims to capture Vale's dividends in full while adequate our capital structure. We ended the year with leverage within adequate levels and, as of this quarter, we will report the interest coverage ratio, a metric that complements the perspective for liquidity of Cosan Corporate.

Finally on capital allocation, we remain attentive to opportunities to repurchase shares of Cosan itself, executing Total Return Swaps worth approximately R$300 million during the year. Finally, we distributed R$800 million to our shareholders as dividends.

Nelson Gomes

CEO of Cosan

2. Annual Results

Cosan Consolidated

The following table shows the consolidated accounting result of 2023 for Cosan and its business units. Except for Raízen (company co-controlled by Cosan), all other information reflects the consolidation of 100% of subsidiaries' results, irrespective of Cosan's interest. For more information, see Note 9 "Investments in Subsidiaries and Associated Companies" to the individual and consolidated Financial Statements of December 31, 2023 ("Financial Statements").

Note that Cosan (corporate segment) represents the reconciliation of the corporate structure of Cosan, offshore financial companies and other expenses, as detailed in Note 1 to the Financial Statements. The following table reflects the complete information provided in the Financial Statements of the Company.

Income Statement for the Period

2023

2022

Change

BRL mln

(Jan-Dec)

(Jan-Dec)

2023 x 2022

Net revenue

39,469

39,323

0%

Cost of goods and services sold

(28,550)

(30,557)

(7%)

Gross profit

10,919

8,766

25%

Selling, general & administrative expenses

(3,879)

(3,034)

28%

Other net operating income (expenses)

3,924

1,752

n/a

Financial results

(7,897)

(5,158)

53%

Equity pick-up

2,046

327

n/a

Expenses with income and social contribution taxes

(274)

118

n/a

Discontinued operation

45

50

(9%)

Non-controlling interest

(3,790)

(1,645)

n/a

Profit (loss) attributable to owners of the Company

1,094

1,176

(7%)

Information by segment:

Results by Business Unit

Deconsolidation

Elimination

Cosan

Raízen

Compass

Moove

Rumo

Radar

of Joint

between

Consolidated

Corporate

BRL mln

Ventures

segments

Net revenue

221,693

17,767

10,079

10,938

743

3

(221,693)

(61)

39,469

Cost of goods and services sold

(202,927)

(14,256)

(7,360)

(6,838)

(153)

(4)

202,927

61

(28,550)

Gross profit

18,767

3,511

2,719

4,099

590

(1)

(18,767)

-

10,919

Selling, general & administrative expenses

(8,589)

(952)

(1,791)

(601)

(74)

(461)

8,589

-

(3,879)

Other net operating income (expenses)

1,968

607

-

(101)

2,254

1,164

(1,968)

-

3,924

Financial results

(5,963)

(731)

(319)

(2,555)

31

(4,322)

5,963

-

(7,897)

Equity pick-up

(220)

179

-

77

20

4,342

220

(2,571)

2,046

Expenses with income and social contribution taxes

(1,937)

(859)

(332)

(197)

(148)

1,262

1,937

-

(274)

Discontinued operation

-

45

-

-

-

16

-

(16)

45

Non-controlling interest

(163)

(390)

(83)

(503)

(1,904)

(910)

163

-

(3,790)

Profit (loss) attributable to owners of the Company

3,864

1,411

194

219

768

1,090

(3,864)

(2,587)

1,094

  1. Although Raízen S.A. is a joint venture whose results are registered under the equity pickup method and not consolidated proportionally, the Management continues to analyze information by segment. The reconciliation of these segments is presented in the "Deconsolidation of shared -control company" column.

2

Below are the material changes to the statements of income:

Net Revenue

Cosan's consolidated net revenue was R$39.5 billion in 2023, practically stable in relation to 2022. Below are the main variations in revenues by segment:

At Rumo, net revenue was R$10.9 billion in 2023 (+11%). Revenue increased for all operations of the company: North Operation, South Operation and Container Operation.

Compass' net revenue was R$17.8 billion in 2023 (-10%), partly due to the lower distributed volume, reflecting the slowdown in industrial activity in the year, affected by the lower volumes consumed by the ceramics, glass and steel industries, as well as reduction in residential consumption due to high temperatures registered in 2023 vs. 2022.

At Moove, net revenue was R$10.1 billion in 2023 (+12%), thanks to the strong sales of lubricants and better mix of products sold. Note that 2023 was the first full year of operation of Tirreno and Petrochoice, after their acquisition.

At Radar, net revenue was R$743 million in 2023, compared to R$835 million in 2022.

Operating Cost

The cost of goods and services sold by Cosan's subsidiaries totaled R$28.6 billion in the fiscal year ended December 31, 2023, (-7%). Such reduction is explained as follows:

At Compass, the cost of gas, transportation and others decreased from R$16.4 billion in 2022 to R$14.3 billion in 2023, driven by the cost of the molecule, composed by exchange rate and Brent oil price. The reduction is also explained by the lower sales volume. The construction cost of the gas distribution network increased from R$1.2 billion in 2022 to R$1.5 billion in 2023. Finally, costs decreased due to the discontinuation of all energy agreements, with effect of R$0.3 billion.

Gross Profit

With these results, Cosan delivered gross profit of R$11.0 billion in 2023 (+25%), mainly due to the segments of Rumo, reflecting an increase in operating revenue from transportation, and Moove, due to the higher sales volume and healthy margins.

Selling, General & Administrative Expenses and Other Revenues

Selling, general and administrative expenses and other revenues totaled R$45.9 million in 2023, an increase over 2022, due to: (i) dividends received from Vale S.A., in the amount of R$1.3 billion; (ii) realization of deferred revenue, with an effect of R$923 million on operational result; (iii) change in the fair value of properties for investment, creating an impact of R$2.3 billion.

Financial Result

In 2023, Cosan's net financial result was an expense of R$7.9 billion, as against expense of R$5.2 billion in 2022. The increase reflects: (i) interest amounts, inflation adjustment and exchange variation of debts linked to the acquisition of Vale's assets, in the amount of R$599 million; (ii) cost of bank transactions with derivatives, in the negative amount of R$555 million; (iii) result from derivatives and fair value of securities linked to the investment in Vale's stock, in the amount of R$881 million; (iv) update of financial investment in listed entities, without any PIS and COFINS effects, which at December 31, 2023 totaled loss of R$3.3 billion.

Equity Pick-up

At December 31, 2023, equity pick-up came to R$2.0 billion, compared to R$327 million in 2022. This variation is mainly due to: (i) On November 30, 2023, the Company obtained sufficient evidence of its capacity to exert

3

significant influence on Vale. On December 01, 2023, the Company began to account for the investment in Vale under the equity pick-up method (see more details on Note 1.1 "Equity Interest in Vale S.A." of the Financial Statements of December 31, 2023); and (ii) Raízen calculated and recognized, on December 31, 2023, PIS and COFINS credits amounting to R$3.7 billion in connection with Supplementary Law 192/22 and R$1.5 billion in connection with Supplementary Law 194/22, totaling R$5.2 billion, with an impact of R$1.6 billion of equity pick-up in the period, net of income and social contribution taxes.

Income and Social Contribution Taxes

Income and social contribution taxes in the fiscal year ended December 31, 2023 amounted to an expense of R$274 million vs. a revenue of R$118 million in the previous year. In December 2023, the effective tax rate was 5.37%. The main effects were due to: (i) dividends received from Vale (R$254 million); (ii) benefit from adhesion to the government's Zero Litigation program (R$23 million); (iii) rate difference (R$805 million); (iv) provision for non- realization of the benefit related to Brazil's federative pact (-R$307 million); and (v) increase of R$551 million compared to the same period of the previous year in equity pickup constituting the balance of R$673 million.

Net Income

Cosan ended 2023 with net income of R$1.1 billion, practically stable in relation to 2022, which represented a strong comparison base due to the significant appreciation of Vale's shares in 4Q22.

3. Proposal for Retention of Earnings

In the fiscal year ended December 31, 2023, the Management proposed that net income be allocated as follows: R$274 million to the minimum mandatory dividends, complementary dividends in the amount of R$566 million and the remainder of R$254 million allocated to the profit reserve. Such allocation will be submitted for approval or alteration at the Shareholders Meeting of the Company.

4. Human Capital

In 2023, we took a significant step in enhancing our Entrepreneurial Culture. We evolved our agenda of Diversity, Equity & Inclusion, ensuring a safe workplace where all voices are heard and respected, intensifying our focus on caring for our people.

We made progress in increasing female participation in senior leadership positions. Our Board of Directors currently consists of two women and seven men, and of them identifies as LGBTQIAPN+. Therefore, in 2023, we received the Women on Board (WOB) seal, an initiative that recognizes and values women's participation in the organizational sphere. We also saw an increase in female representation in our employee base, with 58% of women, 36% of whom hold senior management positions.

As part of our purpose, we seek to empower people and businesses to their fullest potential and, in this sense, our teams find various development opportunities and career alternatives within our ecosystem, enabling growth alongside our portfolio.

The safety and well-being of all individuals are priorities for Cosan. We pursue the goal of zero accidents daily in Cosan and in our investees, investing in training, technology and promoting best practices to ensure a safe workplace. Together, we offer our employees comprehensive health benefits, reflecting our commitment to caring for and supporting the physical and mental health of our team.

5. Capital Market & Corporate Governance

Cosan is a publicly traded company and its shares have been traded on the B3 - Brasil, Bolsa, Balcão, under the ticker CSAN3, since 2005, in the Novo Mercado listing segment, which features companies that undertake to adhere to the best corporate governance practices.

Since March 2021, the Company has level II American Depositary Shares (ADS) listed on the New York Stock Exchange (NYSE), under the ticker CSAN, which represents compliance with an additional regulatory layer, evidencing the strength of the policies and practices adopted by Cosan and its businesses.

4

Cosan's capital stock is divided into 1,874,070,932 registered, book-entry common shares without par value and with voting rights, in compliance with B3's Novo Mercado segment. Rubens Ometto Silveira Mello is Cosan's controlling shareholder.

In recent years, the Company has strengthened its corporate governance and now has a robust framework, through which strategies and action plans are extensively discussed by competent professionals and adequately disseminated to all levels of the team.

To support the Company's management, Committees that mostly report directly to the Board of Directors have been established. In addition, Cosan has a robust risk management structure to identify events that may negatively impact the sustainability of its business.

Governance Structure

6. Commitment to Sustainability

Our role in sustainability includes managing material ESG aspects for the Company and across the portfolio (Governance, Climate Change, Diversity, Social Impact, and Safety), as well as engaging investees in these areas. We incorporate climate risks into our risk matrix and decision-making analyses. As such, we advanced in our agenda of continuous monitoring and performance metrics together with our investees, in order to act with greater transparency in reporting information to our stakeholders and interested parties, which is reflected in the performance of the indices and ratings of which Cosan and its investees are components.

We also dedicated our efforts to disseminate the strategy, advance in the implementation of governance and management of the "ESG Vision 2030," contributing to the value creation process and achievement of commitments across our portfolio. For the next cycles, we will maintain our commitment to leverage the sustainable development of society, central pillar of our business strategy.

For more information, refer to Note 3.3 "Accounting impacts related to environmental, social and governance (ESG) initiatives" to the Financial Statements for fiscal year ended December 31, 2023.

To learn more about Cosan's sustainability practices, visit www.cosan.com.br/en/sustainability/.

7. Relationship with Independent Auditor

The Company has a Policy on Engaging Independent Auditor and Non-Audit Services ("Policy") to establish the rules related to engaging independent auditors and audit firms, including the guidelines and procedures to ensure the independence of independent auditors and third-party consultants providing audit and non-audit services to the Company, its subsidiaries, joint venture and associated companies. The policy is available at https://www.cosan.com.br/en/about-cosan/bylaw-policies-and-code-of-ethics/.

5

Per the Notice to the Market disclosed on December 22, 2023, Cosan's independent auditor was changed. The audit firm Ernst & Young Auditores Independentes S.S ("EY") was responsible for reviewing the Companys's Interim Financial Statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, while BDO RCS Auditores Independentes ("BDO") was in charge of auditing the Company's Financial Statements ended on December 31, 2023.

We inform that EY was engaged to provided non-audit services, with the sum of EY's fees representing 16% of its total fees for reviewing the Company's Interim Financial Statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, which did not affect the principle of independence established in the Policy. Such services refer mainly to:

  1. revision of tax compliance of Company subsidiaries; and
  2. works related to audit, such as revision of prospects, due diligence activities and other procedures previously agreed and approved by the Company's Audit Committee.

Based on the aforementioned independence principle, EY has stated that all work conducted and concluded until November 30, 2023 (the date of the change of independent auditor) was not compromised in terms of independence and objectivity required for the services provided to the Company. Also, based on the aforementioned independence principle, BDO has stated that all work conducted from December 1, 2023, onwards and concluded until the present moment was not compromised in terms of independence and objectivity required for the services provided to the Company.

During the fiscal year ended December 31, 2023, the independent auditors provided no other non-audit services other than those mentioned above.

8. Acknowledgements

Cosan's Management thanks its shareholders, clients, suppliers and financial institutions for their collaboration and trust, and especially its employees for their dedication and commitment. For a detailed analysis of Cosan's 2023 results, please access our website: www.cosan.com.br/en/.

6

Individual and Consolidated

Financial Statements as of

December 31, 2023

CONTENT

Independent auditor's report on the individual and consolidated financial statements

3

Statements of financial position

11

Statements of profit or loss

13

Statements of comprehensive income

14

Statements of changes in equity

15

Statements of cash flows

17

Statements of value added

20

1.

Operations

21

1.1. Shareholding in Vale S.A

21

2.

Relevant events in the period

29

3.

Statement of compliance and accounting polices

33

4.

Segment information

41

5.

Financial assets and liabilities

49

5.1. Restrictive clauses

51

5.2. Cash and cash equivalents

52

5.3. Marketable securities and restricted cash

53

5.4. Loans, borrowings and debentures

54

5.5. Leases

59

5.6. Derivative financial instruments

62

5.7. Trade receivables

69

5.8. Related parties

70

5.9. Trade payables

73

5.10. Sectorial financial assets and liabilities

74

5.11. Recognized fair value measurements

75

5.12. Financial risk management

78

6.

Other current tax receivable

83

7.

Inventories

84

8. Assets and liabilities held for sale

84

9.

Investments in associates

88

9.1. Investments in subsidiaries and associates

88

9.2. Acquisition of subsidiaries

99

9.3. Non-controlling interests in subsidiaries …………………………………………………………..97

10.

Investments in joint venture

105

11.

Property, plant and equipment, intangible assets and goodwill, contract assets, right-

of-use and investment properties

106

11.1. Property, plant and equipment

107

11.2. Intangible assets and goodwill

111

11.3. Contract asset

115

11.4. Right-of-use assets

116

11.5. Investments properties

118

12.

Commitments

119

13.

Concessions payable

119

14.

Other taxes payable

121

15.

Income taxes

121

16.

Provision for proceedings and judicial deposits

129

17.

Shareholders' equity

135

18.

Earnings per share

138

19.

Net sales

140

20.

Costs and expenses by nature

143

21.

Other operating income (expenses), net

144

22.

Financial results, net

144

23.

Post-employment benefits

146

24.

Share-based payment

150

25.

Subsequent events

155

26.

New accounting standards

157

Tel.: + 55 11 3848 5880

Rua Major Quedinho, 90

Fax: + 55 11 3045 7363

Consolação - São Paulo, SP

www.bdo.com.br

Brasil 01050-030

(Convenience translation into English from the original previously issued in Portuguese)

INDEPENDENT AUDITOR'S REPORT ON THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

To the

Shareholders, Board Members and Management of

Cosan S.A.

São Paulo - SP

Qualified opinion on the individual and consolidated financial statements

We have audited the individual and consolidated financial statements of Cosan S.A. ("Company"), identified as parent company and consolidated, respectively, which comprise the statement of financial position as at December 31, 2023, and the respective statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding notes to the financial statements, including material accounting policies and other explanatory information.

In our opinion, except for the possible effects of the matter described in the following section of this report "Basis for qualified opinion on the individual and consolidated financial statements", the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of the Company as at December 31, 2023, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended in accordance with Brazilian accounting practices and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Basis for qualified opinion on the individual and consolidated financial statements

Moove - unaudited relevant subsidiaries

As disclosed in Notes 4, 4.4 and 9.1 to the individual and consolidated financial statements, the Company has recorded investment in the subsidiary Moove Lubricants Holdings ("Moove"), which is reported as business segment, including legal entities located in the United States of America and in the United Kingdom, jointly material in the context of our audit. Until the date of conclusion of our work, the aforementioned legal entities did not have their audits concluded, neither by us or other independent auditors. Under this circumstance, we were unable to obtain appropriate and sufficient audit evidence on the accounting balances for those legal entities. Consequently, we were unable to determine whether or not there was need for adjustments and/or reclassifications that could impact those accounting balances related to these legal entities, as at December 31, 2023, in the items of the individual and consolidated statement of financial position, as well as in the individual and consolidated financial statements as a whole.

We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Individual and Consolidated Financial Statements" section of our report. We are independent of the Company and its controlled companies in accordance with the relevant ethical principles established in the Code of Ethics for Professional Accountants and in the professional standards issued by the Brazilian Federal Council of Accounting (CFC), and we have fulfilled our other ethical responsibilities in accordance with these standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole and in forming our opinion thereon and, accordingly, we do not provide a separate opinion on them.

BDO RCS Auditores Independentes SS Ltda., an audit partnership organized according to Brazilian law, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

In addition to the matters described on section "Basis for qualified opinion on the individual and consolidated financial statements", we determined that these matters are the key audit matters to be communicated in our report.

Assessment on the recoverability of deferred Income and Social Contribution tax assets ("deferred taxes assets")

As disclosed in Note 15 to the individual and consolidated financial statements, as at December 31, 2023, the Company and its subsidiaries have recorded the amount of R$ 5,609,030 thousand under "Deferred taxes" arising from Income and Social Contribution tax losses, as well as nondeductible and/or taxable

temporary differences, whose balance substantially originates from the Parent company, in the amount of R$ 2,478,911 thousand, and from the subsidiary Rumo S.A. in the amounts of R$ 1,869,877 thousand.

Management assesses at least annually the risk of impairment losses for this asset, which requires significant judgement to assess the probability of realization of future taxable income, considering, among other aspects, long-term forecasts and existence of events that might be out of the Company's control, i.e., favorable conditions for the realization of capital market transactions, receipts of dividends and interest on equity capital, the future of certain subsidiaries and associated companies, climate events that might influence agricultural production, and global geopolitical crisis that may cause impact on agricultural products exports, both of which directly affecting volume forecasts and, consequently, net revenue of controlled companies, which are components of the deferred taxes recoverability framework.

Due to the forementioned aspects, the materiality of the amounts involved and considering that any changes to the economic assumptions used by the Company, including the Company's and its subsidiaries' business conditions, might result in significant effects on the forecasts for future taxable income and, as consequence, in material impacts on the consolidated financial statements, we consider this to be a key audit matter.

Audit response

Our audit procedures included, among others:

  • Understanding of relevant internal control environment related to deferred tax assets and liabilities, including internal controls over the analysis of the realization of such taxes;
  • Application of group audit procedures, evaluating the risks involved and procedures performed by the auditors of significant components on the accounting and financial information of these components that relate to the Company's consolidated financial statements, including the preparation and submission of audit instructions to the component engagement team members and oversight and monitoring by the Company's audit team;
  • Review of the reasonability of the model adopted by Management to elaborate future
    taxable income forecasts, including understanding relevant risks and evaluating the main assumptions and criteria applied, as well as evaluating the representations of which of such assumptions are comprised in the long-term strategic planning approved by Management.
  • Review of arithmetic calculations on the recognition and measurement of deferred tax assets and liabilities;
  • Review of the disclosures made by the Company in its financial statements.

Based on the results of the audit procedures described above, we believe that the criteria and assumptions adopted by Management to determine the realization value of deferred taxes are reasonable, considering the applicable accounting practices and reasonableness of the supporting documentation on projections, maintained by Management, to corroborate its conclusion.

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Cosan SA published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2024 00:36:04 UTC.