Cosan S A : 1Q24 Earnings Release

1Q24

Results

1Q24 Results

São Paulo, May 28, 2024 - COSAN S.A. (B3: CSAN3; NYSE: CSAN) announces today its results for the first quarter of 2024 (1Q24) in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS). Comparisons in this earnings release consider 1Q24 vs. 1Q23, except where stated otherwise.

MESSAGE FROM MANAGEMENT

The beginning of 2024 was marked by a deterioration in the global macroeconomic scenario, with worsening of perspectives for a reduction in long-term interest rates, volatility in the exchange rate and commodity prices and the intensification of geopolitical tensions. Reasons why Cosan and its portfolio of investees must be even more focused on executing their strategic plans, as reflected in the guidance announced for the year, while being disciplined at strengthening our capital structure. In that sense, our capital allocation efforts during the quarter where concentrated on three main priorities: liability management, assertive investments in growth projects at the businesses level, and portfolio management.

Regarding liability management, we list the debt issuances at Cosan, destined to unwind in advance the collar financing structure linked to the investment in Vale. This already allowed us to earn more dividends paid by the mining company. While the later adjustment of our position and effectively reduced gross debt. Also, Rumo, Raízen and Compass accessed the domestic and international markets at attractive terms. On the second priority, we advanced on the first phase of Rumo's extension in Mato Grosso (LRV), the construction of the second generation ethanol (E2G) plants by Raízen and concluded the LNG Regas Terminal (TRSP) at Compass. Finally, on portfolio management, besides reducing our interest in Vale to 4.15%, we highlight Raízen's recent announcement of the sale of distributed generation projects in line with its capital recycling strategy.

1Q24 HIGHLIGHTS
EBITDA			Net Result			LTIF3
under management1		Cosan Corporate2			Cosan Portfolio4
R$7.1 bln		-R$192 mln		0.22
(R$8.9 bln in 1Q23)		(-R$904 mln in 1Q23)			(0.19 in 2023)
Dividends and IoC			Net Debt			DSCR5
received			Cosan Corporate			Cosan Corporate
Cosan Corporate
R$ 911 mln			R$22.7 bln			1.1x LTM
(R$926 mln in 1Q23)			(R$22.9 bln in 4Q23)			(1.0x in 2023)

Notes: (1) EBITDA under management: 100% of adjusted EBITDA of the businesses of Cosan S.A. Raízen's results consider the crop year ended in March of subsequent year. For Vale, considers Cosan's interest through the equity pickup method. (2) Composition of Cosan Corporate, as detailed on page 19. (3) Lost Time Injury Frequency = Number of accidents/million hours worked. (4) Considering information of Rumo, Compass, Moove, Radar, Parent Company Cosan and Raízen. (5) Debt Service Coverage Ratio = Net dividends and interest on equity received LTM/ Interest paid LTM.

1Q24 Results

Executive Summary

BRL mln	1Q24	1Q23	Change	4Q23	Change
Cosan Corporate¹
Net income (Loss)	(192)	(904)	-79%	2,362	n/a
Net debt	25,297	24,241	4%	26,576	-5%
Dividends and interest on capital received²	911	926	-2%	1,811	-50%
LTM Interest Coverage Ratio	1.1x	1.3x	-0.2x	1.0x	+0.1x
Managerial cash flow	(1,118)	(395)	n/a	93	n/a
Cosan Portfolio
Adjusted EBITDA3,4
Rumo	1,689	1,181	43%	1,207	40%
Compass	893	958	-7%	1,088	-18%
Moove	329	276	19%	272	21%
Radar	136	138	-1%	1,939	-93%
Raízen	3,674	5,912	-38%	3,929	-6%
Vale	426	403	6%	96	n/a
Investments3,5
Rumo	967	928	4%	1,221	-21%
Compass	531	527	1%	538	-1%
Raízen	5,120	4,300	19%	3,028	69%
Others6	37	53	-30%	77	-51%

Notes: (1) Composition of Cosan Corporate, as detailed on page 19. (2) Considering the amount net of taxes and other shareholders received at Cosan Corporate. (3) Considers 100% of the individual results of the businesses, including Raízen S.A. (4) Adjusted EBITDA excludes non-recurring effects, detailed on page 24 of this report. (5) Investments accounted for on a cash basis and excluding M&A. (6) Considers investments of other segments Moove, Radar and Cosan Corporate.

We ended the first quarter of 2024 with bottom line of -R$192 million at Cosan, R$712 million higher than 1Q23, supported by the contribution from the businesses through equity pickup and gains from unwinding a part of the collar structure linked to the investment in Vale.

The balance of corporate gross debt was R$25.3 billion at the end of 1Q24, decreasing R$1.3 billion from 4Q23, with the lengthening of the duration and a reduction in the average implicit cost. These effects reflect the liability management process launched in 1Q24, which involved the issue of Senior Notes 2031 in January and the settlement of a sizable portion of the collar financing structure. The resulting efficiency gains also helped improve the interest coverage by 0.1x. In addition, a portion of the funds used for amortizations came from the Company's cash balance, which explains the managerial cash burn in 1Q24.

The performance of the business portfolio was in line with the plan for the year. The increase in Rumo's results is explained by higher volumes and margins across all its operations. At Compass, EBITDA reflects the effect of the mix on distribution margins, with an increase in sales to industries (with lower margins) to the detriment of the residential segment due to higher temperatures in the quarter. Moove continues in its trajectory of sustainable growth, delivering 19% EBITDA growth. At Radar, the quarterly results were driven by recurring revenue from the lease of its agricultural properties, which remained stable in relation to last year. Lower ethanol prices affected Raízen's quarter and were partially offset by greater profitability in Sugar and Mobility at the end of the crop year. And, for the first time, Vale contributed to the results of an entire quarter, consolidated via the equity pickup method.

The increase in investments follows the Company's strategic plan, allocated to the maintenance of operations and to strategic portfolio growth projects, notably LRV at Rumo, TRSP at Compass and 2GE at Raízen.

1Q24 Results

Contents
A. Cosan Corporate Result	5
A.1	Equity Pickup (MEP)	5
A.2	G&A and Other	6
A.3	Financial Result	6
A.4	Income Tax and Social Contribution	7
A.5	Net Income	7
B. Capital Structure and Cash Flow - Cosan Corporate	8
B.1	Debt	8
B.1.1 Leverage and Debt Service Coverage Ratio (DSCR)	9
B.2	Redemption value of preferred shares	10
B.3	Dividends	10
B.4	Statement of Cash Flow	11
C. Portfolio Performance	12
C.1 Rumo	12
C.2 Compass	13
C.3 Moove	13
C.4 Radar	14
C.5 Raízen	15
C.6 Investment in interest in Vale	16
D. Appendices	18
Appendix I - ESG Highlights	18
Appendix II - Segments Reported	19
Cosan Consolidated accounting result by segment	21
Appendix III - Financial Statements	22
Cosan Corporate	22
Cosan Consolidado S.A	23
Appendix IV - Reconciliation of EBITDA Adjustments	24

1Q24 Results

A. Cosan Corporate Result

The result of Cosan Corporate comprises: (i) equity pickup from direct and indirect interests held in subsidiaries, associated companies and joint venture (see map on page 19); (ii) general and administrative expenses of Cosan's corporate structure and other operating income/expenses, composed mainly of expenses with contingencies; (iii) financial result that reflects the net cost of the Company's capital structure, among other factors; and (iv) taxes applicable to the transactions.

A.1 Equity Pickup (MEP)

BRL mln	1Q24	1Q23	Change	4Q23	Change
Rumo	112	22	90	(0)	113
Cosan Dez (Compass)¹	247	(714)	962	1,168	(921)
Moove	126	(119)	246	146	(19)
Radar²	30	28	2	544	(514)
Subsidiaries (a)	516	(783)	1,299	1,857	(1,341)
Raízen³	(46)	128	(174)	559	(605)
Cosan Nove (Raízen)³	(357)	1,002	(1,359)	(227)	(131)
Shared-control company (b)	(403)	1,130	(1,533)	332	(735)
Cosan Oito (Vale)4	426	-	426	96	330
Associated companies (c)	426	-	426	96	330
Equity pickup Cosan Corporate (a+b+c)	539	347	192	2,286	(1,747)

Notes: (1) The subsidiary Cosan Dez, which holds 88% of Compass was created in the context of the investment in Vale and is included in the consolidated results of Corporate. The effect of the interest held by the preferred shareholder (Bradesco BBI S.A.) is shown under profit attributable to non-controlling shareholders; (2) Result composed of the interests held in Radar (50%), Tellus (20%) and Janus (20%); (3) The subsidiary Cosan Nove, which holds 39.1% of Raízen., was created for the investment in Vale, and is included in the consolidated results of Corporate. The effect of the interest held by the preferred shareholder (Itaú Unibanco S.A.) is shown under profit attributable to non-controlling shareholders; in addition, Cosan held a direct interest of 5% in Raízen; (4) In 4Q23, result is composed of the equity pickup of Vale referring to December. For more information, refer to item C.6 Investment in interest in Vale.

Equity pickup of Cosan Corporate in 1Q24 was R$539 million, increasing R$192 million from 1Q23, explained mainly by the equity pickup from Vale, which has been accounted for since December 2023 and had a full-quarter effect in 1Q24, as well as the increase in net income from the subsidiaries Compass and Moove, whose 1Q23 results were adversely affected by the provision linked to the exclusion of ICMS tax benefits from the income tax and social contribution calculation base.

These effects were partially offset by the reduction in equity pickup from Raízen due to the strong comparison basis in 1Q23 resulting from the recognition of tax credits.

In relation to 4Q23, the variation is explained mainly by the positive effect in 4Q23 of the reversal of provisions related to the exclusion of the above-mentioned incentive at Compass and Moove.

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1Q24 Results

A.2 G&A and Other

BRL mln	1Q24	1Q23	Change	4Q23	Change
General & administrative expenses¹	(105)	(95)	(10)	(131)	26
Other net operating income (expenses)¹	(14)	371	(386)	471	(485)
Dividends and interest on capital Vale S.A.	-	403	(403)	498	(498)
Others	(14)	(31)	17	(28)	13
Depreciation and amortization	4	4	(0)	4	0
EBITDA ex equity pickup	(115)	279	(394)	344	(460)

Notes: (1) Starting from 4Q23, includes the results of pre-operational businesses and projects of other investments by Cosan and the intermediary holding companies Cosan Oito and Cosan Dez. The impacts are reflected in the quarter and year comparison periods.

The general and administrative expenses of Cosan Corporate amounted to R$105 million in 1Q24, increasing R$10 million from 1Q23, explained by the expense with the long-term compensation plan in the quarter. Other operating expenses totaled R$14 million in 1Q24, as against operating revenue of R$371 million in 1Q23, when dividends and interest on equity received from Vale were recorded under this item. Excluding this effect, EBITDA ex-equity pickup in 1Q24 was in line with that of 1Q23. Compared to 4Q23, the decrease of EBITDA ex-equity in 1Q24 was caused by the lower concentration of long-term compensation expenses in the current quarter.

A.3 Financial Result

BRL mln	1Q24	1Q23	Change	4Q23	Change
Cost of gross debt	(1,110)	(815)	(295)	(720)	(390)
Perpetual notes	(85)	3	(88)	29	(115)
Other debts (Cosan S.A. and Offshores)	(839)	(508)	(331)	(468)	(370)
Cosan Oito (MTM NDF and accrual of interest 4131)	(186)	(311)	124	(281)	95
Income from financial investments	63	51	12	75	(12)
(=) Interest on net debt	(1,047)	(764)	(283)	(645)	(402)
Cosan Oito - other effects¹	516	(612)	1,129	608	(92)
Total Return Swap (TRS)	(427)	(205)	(222)	185	(612)
Other charges and monetary variation	1	(29)	30	(108)	109
Banking expenses, fees and other	(8)	(13)	5	(15)	7
(=) Other effetcts	83	(858)	941	670	(587)
Net financial result	(964)	(1,622)	658	26	(990)

Notes: (1) Includes the effects of MtM adjustment, reversal of derivatives and transfer to banks, as detailed in item C.6 Investment in interest in Vale.

In 1Q24, the cost of gross debt was R$1.1 billion, R$295 million higher than in 1Q23. The increase is explained not only by the higher balance of gross debt in the current period, but also due to temporal mismatch of exchange rate in the rollovers of swaps designated as hedges, which negatively impact the mark-to-market position. Income from financial investments came to R$63 million (+24%), reflecting the higher cash balance in the quarter. The weighted average cost of Cosan Corporate debt at the end of 1Q24 (detailed in item C.1 Debt) was CDI + 1.54%¹, reflecting the management's efforts to optimize its capital structure, improving funding terms, and lengthening the duration to 6.3 years.

The other effects on the financial result contributed positively by R$941 million in 1Q24, mainly due to the gain from the early unwinding of derivatives in the collar financing structure. Moreover, the comparison period was adversely impacted by the MtM adjustment of Vale's shares at the time (more details in item C.6 Investment in interest in Vale). These effects were partially neutralized by the MtM adjustment of the Total Return Swap (TRS) of Cosan's shares, which represented an additional expense of R$222 million in the quarter, reflecting the 16% depreciation in the stock price. The balance of shares via TRS ended 1Q24 at 113.3 million CSAN3 shares, representing 6.05% of the total shares issued by the Company.

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1Q24 Results

As a result, net financial result in 1Q24 was an expense of R$964 million, improving R$658 million from 1Q23, largely due to the gain from the settlements of the collar financing structure. Compared to 4Q23, the sharp increase in expenses was due to the gain registered in 4Q23 from the appreciation of Vale and Cosan shares in that quarter.

Notes: (1) Includes all debts detailed in item C.1 Debt, including the Perpetual Bonds, excluding the transfer to banks of the collar financing structure.

A.4 Income Tax and Social Contribution

BRL mln	1Q24	1Q23	Change	4Q23	Change
Operating profit (loss) before taxes	(544)	(1,001)	456	2,652	(3,196)
Income and social contribution taxes, nominal rate (%)	34.0%	34.0%		34.0%
Theoretical expense with income and social contribution taxes	185	340	(155)	(902)	1,087
Equity pickup	183	118	65	777	(594)
Other	(17)	126	(143)	(104)	87
Effective expense with income and social contribution taxes	351	584	(233)	(229)	580
Income and social contribution taxes, effective rate (%)	64.5%	58.4%		8.6%
Expenses with income and social contribution taxes
Current	(7)	30	(38)	(4)	(3)
Deferred	358	554	(196)	(225)	583
A.5 Net Income

BRL mln	1Q24	1Q23	Change	4Q23	Change
Equity pickup	539	347	192	2,286	(1,747)
G&A	(105)	(95)	(10)	(131)	26
Other net operating income (expenses)	(14)	371	(386)	471	(485)
Financial results	(964)	(1,622)	658	26	(990)
Expenses with income and social contribution taxes	351	584	(233)	(229)	580
Non-controlling shareholders	1	(488)	489	(61)	62
Net income (Loss)	(192)	(904)	712	2,362	(2,555)

Net income of Cosan Corporate was negative R$192 million in 1Q24, an increase of R$712 million from 1Q23. The main effects that supported the improvement in the period came from: (i) equity pickup from Vale, which has been accounted for since December 2023, as well as the comparison base adversely affected by the provision linked to the exclusion of tax benefits; and (ii) the financial result, mainly driven by gains from the early unwinding of the collar financing structure.

Compared to 4Q23, the negative variation was caused by two main effects registered in the previous quarter:

1. equity pickup, which benefited from the reversal of provisions related to the exclusion of the subsidy; and
2. gain from MtM adjustment due to the appreciation of Cosan and Vale shares in the period.

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1Q24 Results

B. Capital Structure and Cash Flow - Cosan Corporate

B.1 Debt

BRL mln	Company	1Q24	1Q23	Change	4Q23	Change		30/apr/24
Cosan Corporate
Resolution 4131	Cosan Oito	1,915	9,309	(7,393)	5,836	(3,920)	-
Debentures1	Cosan S.A.	8,204	5,403	2,801	8,151	52	8,224
Credit notes	Cosan S.A.	1,027	-	1,027	996	31	1,038
Bond (Senior Notes 2027)	Offshores	2,014	3,415	(1,401)	2,016	(3)	2,069
Bond (Senior Notes 2029)	Offshores	3,692	3,798	(106)	3,626	66	3,839
Bond (Senior Notes 2030)	Offshores	2,775	-	2,775	2,639	136	2,890
Bond (Senior Notes 2031)	Offshores	3,014	-	3,014	-	3,014	3,131
Perpetual bonds	Offshores	2,530	2,572	(43)	2,451	78	2,636
MTM NDF Collar Financing	Cosan Oito		(228)	619	936	(545)	-
391
MTM derivatives	Cosan Oito	(693)	755	(1,448)	(635)	(58)	(270)
MTM derivatives2	Cosan S.A.	430	(782)	1,212	560	(130)	287
Gross debt (ex-IFRS 16)		25,297	24,241	1,056	26,576	(1,279)		23,844
(-) Cash, cash equivalents and securities		(2,584)	(19,740)	17,155	(3,670)	1,086		(3,871)
Cash and cash equivalents		(1,626)	(1,411)	(216)	(2,679)	1,053		(2,918)
Securities		(958)	(18,329)	17,371	(990)	32	(954)
Cosan Oito		(251)	(17,694)	17,443	(25)	(226)	(203)
Other		(707)	(635)	(72)	(965)	259	(750)
Net debt (a)		22,713	4,501	18,211	22,906	(194)	19,973
VALE3³ market value (b)		12,827			16,279	(3,452)		11,224
Managerial net debt (c = a - b)		9,886			6,627	3,258		8,749

Notes: (1) Net value of cost structures linked to issues in the international capital markets; (2) Excludes the effect of fixed rate to floating rate swap of the 4131-type loan, which was reclassified to Cosan Oito; (3) Market value of VALE3 shares at the end of the respective quarters.

Gross debt of Cosan Corporate, including the remaining portion of the collar financing structure, was R$25.3 billion on March 31, 2024, R$1.3 billion lower than in 4Q23, reflecting the liability management actions during the quarter. In January 2024, the Company issued Senior Notes worth USD600 million, with maturity in June 2031, and partially unwound the collar financing structure (4131+derivatives), which, after the end of the quarter, in April 2024 - hence an event after the reporting period - was fully unwound, as shown in the right column of the table above and in the debt amortization schedule as on April 30, 2024 provided below.

The increase in managerial net debt in 1Q24 vs. 4Q23 and 1Q23 is explained mainly by the depreciation of Vale shares during the period, affecting the Securities item. In addition, the lower cash balance than on December 31, 2023 reflects the amortizations during the period.

The chart below shows the amortization schedule of the principal amount of the Company's debts at the end of 1Q24, whose duration was approximately 6.3 years.

Notes: (1) Including only the principal amount of the debts, not considering interest and MtM adjustment. Perpetual bond is included in 2032+ bar.

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1Q24 Results

In April 2024, we moved forward with our debt management process and fully unwound the collar financing structure. Since this event occurred after the reporting period, we present below the debt amortization schedule at the end of April 2024, for a better analysis of Cosan's capital structure.

Notes: (1) Including only the principal amount of the debts, not considering interest and MtM adjustment. Perpetual bond is included in 2032+ bar.

B.1.1 Leverage and Debt Service Coverage Ratio (DSCR)

BRL mln	1Q24	1Q23	Change	4Q23	Change
Gross debt (a)	78,223	67,323	16%	77,777	1%
Cosan Corporate	25,297	24,241	4%	26,576	-5%
Business	52,926	43,083	23%	51,201	3%
Cash, cash equivalents and marketable securities (b)	(28,397)	(36,804)	-23%	(22,132)	28%
Cosan Corporate	(2,584)	(19,740)	-87%	(3,670)	-30%
Business	(25,812)	(17,065)	51%	(18,463)	40%
Net debt for leverage¹ (c = a - b)	49,827	30,519	63%	55,645	-10%
EBITDA LTM2 (d)	23,726	20,187	18%	24,668	-4%
Effect of lease liabilities (ex-IFRS16) (e)	(2,144)	(2,138)	0%	(1,906)	13%
EBITDA LTM (ex-IFRS16) (f = d + e)	21,582	18,049	20%	22,762	-5%
Pro forma Leverage (g = c / f)	2.3x	1.7x	n/a	2.4x	n/a
Managerial net debt³ (h)	37,000			40,062	-8%
Managerial leverage (i = h / f)	1.7x			1.8x	0.1x

Notes: (1) Pro forma net debt, i.e., includes 50% of Raízen's results and excludes lease liabilities (IFRS16); (2) Pro forma EBITDA in the last 12 months (LTM), i.e., including 50% of Raízen without any non-recurring adjustments; (3) Managerial net debt considers the effect of the current market value of the Company's interest in Vale on the cash position.

Leverage ratio was 2.3x in 1Q24 vs. 1.7x in 1Q23 and 2.4x in 4Q23. The year-on-year increase reflects the higher net debt of Cosan Corporate, mainly due to the reclassification of Vale shares, with this effect partially offset by higher EBITDA LTM in 1Q24 vs. 1Q23. Compared to 4Q23, the decrease of 0.1x in the leverage ratio reflects the higher cash position at Cosan's businesses.

For comparison purposes, considering the effect of Vale shares on the cash position, managerial leverage ratio remained stable at 1.7x.

Cosan Corporate - BRL mln	1Q24	1Q23	Change	4Q23	Change
Net Dividends and Interest on Capital received LTM¹ (a)	2,670	3,395	(725)	2,685	(15)
Interest paid LTM² (b)	2,481	2,557	(76)	2,666	(185)
Interest Coverage (c = a / b)	1.1x	1.3x	-0.2x	1.0x	+0.1x

Notes: (1) Reconciliation in the table of dividends, item B.3 Dividends. (2) Includes payment of interest, derivatives linked to debts and expenses with derivatives linked to bank.

Starting from 4Q23, we report the Interest Coverage Ratio of Cosan Corporate. This is a metric that complements the vision of the portfolio manager's debt, considering its receipts of dividends and interest on equity, as well as financial obligations.

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1Q24 Results

Interest Coverage reached 1.1x at the end of 1Q24, based on the last 12 months, increasing 0.1x from 4Q23. This improvement reflects the positive effects of the unwinding of collar financing during the period, which offset a part of the cash impact of interest payments, as well as lower dividends from Vale to the structure. Compared to 1Q23, the 0.2x decrease is explained by lower dividends and interest on capital received, mainly due to the time gap in the earnings received from Compass. Note that Compass announced dividend payments to Cosan on March 27, 2024, as disclosed by the Company.

B.2 Redemption value of preferred shares

To facilitate the analysis, we report in the table below the value of a potential redemption of the preferred shares held by Cosan Nove and Cosan Dez at the end of 1Q24, if such shares were redeemed. The calculation is based on the initial amount of R$8.1 billion in December 2022, adjusted by a weighted average of the CDI + 1.25%, less the dividends received by non-controlling preferred shareholders (for more information, refer to Note 5.12 - Financial risk management (Options) of 1Q24 Interim Financial Statements).

	Initial financial rescue				Updated financial
BRL mln	value of preferred	Update	Dividends paid
	rescue value
	shares
Cosan Nove	4,115	649	(449)		4,315
Cosan Dez	4,000	694	(373)		4,321
Total	8,115	1,343	(822)		8,636

B.3 Dividends

The table below shows a reconciliation of the dividends and interest on capital, on a cash basis, received by Cosan Corporate, detailed by subsidiary, as well as the dividends paid by Cosan to its shareholders.

BRL mln	1Q24	1Q23	Change	1Q24 LTM	1Q23 LTM	Change
Dividends and interest on equity received (a)¹	911	926	-2%	3,492	3,432	2%
Raízen	294	406	-28%	794	1,063	-25%
Cosan Dez (Compass)	-	37	n/a	880	1,464	-40%
Cosan Oito (Vale)	577	457	26%	1,425	457	n/a
Rumo	-	-	n/a	37	11	n/a
Moove	-	-	n/a	172	172	0%
Radar	40	26	52%	183	265	-31%
Dividends and interest on equity paid	-	0	n/a	(1,620)	(799)	n/a
Cosan S.A. shareholders	-	-	n/a	(798)	(799)	0%
Preferential shareholders (b)	-	0	n/a	(822)	-	n/a
Net dividends received (c) = (a) - (b)	911	926	-2%	2,670	3,432	-22%

Notes: (1) Includes the effects of capital reduction.

Contributions in the period came from Vale, Raízen and Radar. Dividends received from Vale through Cosan Oito are not net of the transfer to banks of the portion of dividends related to the shares that were still linked to the collar financing agreement, which this quarter totaled R$30 million. Starting from the next quarter, dividends of Cosan Oito will be fully captured by Cosan S.A. due to the full unwind of collar financing in April.

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