Foreign Filer Report • May 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of May 2025
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue , 1343, 9 th Floor
São Paulo, SP, Brazil 01317-910
(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 _ X 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 _ X
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 _ X
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ULTRAPAR HOLDINGS INC.
| TABLE OF CONTENTS | |
|---|---|
| ITEM | |
| 1. | Individual and Consolidated Interim Financial Information as of and for the Quarter Ended March 31, 2025 and Report on Review of Interim Financial Information |
| 2. | 1Q25 Earnings Release |
| 3. | Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on May 7, 2025 |
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Individual and Consolidated Interim Financial Information as of and for the Quarter Ended March 31, 2025 and Report on Review of Interim Financial Information
a
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Ultrapar Participações S.A. and Subsidiaries
| Table of Content | |
|---|---|
| Statements of financial position | 8 |
| Statements of income | 10 |
| Statements of comprehensive income | 11 |
| Statements of changes in equity | 12 |
| Statements of cash flows - indirect method | 14 |
| Statements of value added | 16 |
| 1. Operations | 17 |
| 2. Basis of preparation and presentation of individual and consolidated interim financial information | 19 |
| 3. New accounting policies and changes in accounting policies | 20 |
| 4. Cash and cash equivalents, financial investments and derivative financial instruments | 20 |
| 5. Trade receivables and reseller financing (Consolidated) | 22 |
| 6. Inventories (Consolidated) | 23 |
| 7. Recoverable taxes (Consolidated) | 24 |
| 8. Related parties | 25 |
| 9. Income and social contribution taxes | 28 |
| 10. Contractual assets with customers - exclusivity rights (Consolidated) | 30 |
| 11. Investments in subsidiaries, joint ventures and associates | 31 |
| 12. Right-of-use assets and leases payable (Consolidated) | 34 |
| 13. Property, plant, and equipment (Consolidated) | 36 |
| 14. Intangible assets (consolidated) | 37 |
| 15. Loans, financing, debentures and derivative financial instruments (Consolidated) | 39 |
| 16. Trade payables (consolidated) | 41 |
| 17. Employee benefits and private pension plan (Consolidated) | 42 |
| 18. Provisions and contingent liabilities (Consolidated) | 43 |
| 19. Subscription warrants – indemnification | 45 |
| 20. Equity | 46 |
| 21. Net revenue from sales and services (Consolidated) | 47 |
| 22. Costs, expenses and other operating results by nature | 48 |
| 23. Financial result | 49 |
| 24. Earnings per share (Parent and Consolidated) | 49 |
| 25. Segment information | 50 |
| 26. Financial instruments (Consolidated) | 53 |
| 27. Acquisition of Interest and Control | 66 |
| 28. Events after the reporting period | 69 |
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Ultrapar Participações S.A.
Report on Review of Interim Financial Information for the Quarter Ended March 31, 2025
Deloitte Touche Tohmatsu Auditores Independentes Ltda.
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Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4 o ao 12 o andares - Golden Tower 04711-130 - São Paulo - SP Brazil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2025, which comprises the statements of financial position as at March 31, 2025 and the related statements of income and comprehensive income for the three-month periods then ended, and of changes in equity and of cash flows for the three-month period then ended, including the explanatory notes.
Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more. Deloitte is a leading global provider of audit and assurance, consulting, financial advisory, risk advisory, tax and related services. Our global network of member firms and related entities in more than 150 countries and territories (collectively, the “Deloitte organization”) serves four out of five Fortune Global 500® companies. Learn how Deloitte’s approximately 460,000 people make an impact that matters at www.deloitte.com . © 2025. For information, contact Deloitte Global.
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Other matters
Statements of value added
The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the three-month period ended March 31, 2025, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, May 07, 2025
| DELOITTE TOUCHE TOHMATSU | Daniel Corrêa de Sá |
|---|---|
| Auditores Independentes Ltda . | Engagement Partner |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 03/31/2025 | 12/31/2024 | Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 4.a | 10,040 | 4,186 | 1,436,088 | 2,071,593 |
| Financial investments, derivative financial instruments and other financial assets | 4.b | 13,816 | 20,100 | 1,301,330 | 2,553,011 |
| Trade receivables | 5.a | ‐ | ‐ | 3,535,702 | 3,540,266 |
| Reseller financing | 5.a | ‐ | ‐ | 529,476 | 511,979 |
| Inventories | 6 | ‐ | ‐ | 4,134,837 | 3,917,076 |
| Recoverable taxes | 7.a | 1,391 | 1,323 | 1,991,388 | 2,040,008 |
| Recoverable income and social contribution taxes | 7.b | 19,851 | 16,734 | 138,751 | 151,930 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 349,079 | 141,257 |
| Dividends receivable | - | 92,395 | ‐ | 2,303 | 3,415 |
| Other receivables and other assets | - | 106,602 | 95,859 | 306,772 | 294,769 |
| Prepaid expenses | - | 9,202 | 5,506 | 202,194 | 163,846 |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 646,203 | 658,571 |
| Total current assets | 253,297 | 143,708 | 14,574,123 | 16,047,721 | |
| Non-current liabilities | |||||
| Financial investments, derivative financial instruments and other financial assets | 4.b | 302,608 | 302,608 | 3,256,356 | 3,407,080 |
| Trade receivables | 5.a | ‐ | ‐ | 30,723 | 27,003 |
| Reseller financing | 5.a | ‐ | ‐ | 710,128 | 766,045 |
| Related parties | 8 | 7,076 | 7,076 | 52,159 | 48,309 |
| Deferred income and social contribution taxes | 9.a | 142,074 | 142,630 | 868,557 | 936,941 |
| Recoverable taxes | 7.a | 74 | 74 | 2,424,761 | 2,650,269 |
| Recoverable income and social contribution taxes | 7.b | 7,196 | 7,196 | 338,728 | 346,137 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 382,436 | 263,438 |
| Escrow deposits | 18.a | 12,982 | 12,615 | 401,513 | 446,076 |
| Indemnification asset - business combination | 18.c | ‐ | ‐ | 126,349 | 126,098 |
| Other receivables and other assets | - | ‐ | ‐ | 97,251 | 114,469 |
| Prepaid expenses | - | 16,315 | 18,989 | 42,686 | 40,904 |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 1,455,749 | 1,473,331 |
| Investments in subsidiaries, joint ventures and associates | 11 | 14,551,146 | 14,898,466 | 2,024,525 | 2,148,633 |
| Right-of-use assets, net | 12 | 6,850 | 7,664 | 1,643,758 | 1,671,324 |
| Property, plant and equipment, net | 13 | 66,704 | 68,447 | 7,251,018 | 7,135,966 |
| Intangible assets, net | 14 | 272,399 | 273,674 | 2,073,777 | 1,908,330 |
| Total non-current assets | 15,385,424 | 15,739,439 | 23,180,474 | 23,510,353 | |
| Total assets | 15,638,721 | 15,883,147 | 37,754,597 | 39,558,074 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 03/31/2025 | 12/31/2024 | Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|---|
| Liabilities | |||||
| Current liabilities | |||||
| Trade payables | 16.a | 19,461 | 25,423 | 2,366,664 | 3,518,385 |
| Trade payables - reverse factoring | 16.b | ‐ | ‐ | 1,167,001 | 1,014,504 |
| Loans, financing and derivative financial instruments | 15 | ‐ | ‐ | 1,866,432 | 3,175,017 |
| Debentures | 15 | ‐ | ‐ | 716,057 | 377,743 |
| Salaries and related charges | - | 30,268 | 44,191 | 370,601 | 480,285 |
| Taxes payable | - | 409 | 903 | 168,167 | 151,230 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 284,778 | 66,729 |
| Dividends payable | - | 14,120 | 293,165 | 48,177 | 327,471 |
| Income and social contribution taxes payable | - | 91 | 175 | 160,892 | 322,074 |
| Post-employment benefits | 17.b | ‐ | ‐ | 24,098 | 24,098 |
| Provision for decarbonization credit | - | ‐ | ‐ | 96,367 | ‐ |
| Provisions for tax, civil and labor risks | 18.a | 433 | 431 | 51,277 | 47,788 |
| Leases payable | 12.b | 2,828 | 3,012 | 318,932 | 316,460 |
| Financial liabilities of customers | - | ‐ | ‐ | 102,158 | 117,090 |
| Other payables | - | 19,104 | 2,069 | 557,715 | 554,327 |
| Total current liabilities | 86,714 | 369,369 | 8,299,316 | 10,493,201 | |
| Non-current liabilities | |||||
| Loans, financing and derivative financial instruments | 15 | ‐ | ‐ | 6,502,396 | 6,393,232 |
| Debentures | 15 | ‐ | ‐ | 4,471,042 | 4,356,118 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 146,858 | 48,047 |
| Related parties | 8 | 2,875 | 2,875 | 3,516 | 3,516 |
| Deferred income and social contribution taxes | 9.a | ‐ | ‐ | 143,134 | 132,825 |
| Post-employment benefits | 17.b | 1,603 | 1,517 | 203,154 | 198,778 |
| Provisions for tax, civil and labor risks | 18.a | 192,604 | 197,396 | 602,445 | 610,572 |
| Leases payable | 12.b | 5,040 | 5,698 | 1,163,298 | 1,168,692 |
| Financial liabilities of customers | - | ‐ | ‐ | 48,920 | 63,135 |
| Subscription warrants - indemnification | 19 | 50,286 | 47,745 | 50,286 | 47,745 |
| Provision for unsecured liabilities of subsidiaries, joint ventures and associates | 11 | 66,752 | 68,530 | 8,006 | 349 |
| Other payables | - | 37,310 | 31,299 | 221,820 | 218,420 |
| Total non-current liabilities | 356,470 | 355,060 | 13,564,875 | 13,241,429 | |
| Equity | |||||
| Share capital | 20.a | 6,621,752 | 6,621,752 | 6,621,752 | 6,621,752 |
| Equity instrument granted | 20.b | 123,364 | 108,253 | 123,364 | 108,253 |
| Capital reserve | 20.d | 613,215 | 612,048 | 613,215 | 612,048 |
| Treasury shares | 20.c | (710,699) | (596,400) | (710,699) | (596,400) |
| Revaluation reserve of subsidiaries | 20.d | 3,586 | 3,632 | 3,586 | 3,632 |
| Profit reserves | 20.e | 7,987,100 | 7,987,100 | 7,987,100 | 7,987,100 |
| Retained earnings | - | 332,846 | ‐ | 332,846 | ‐ |
| Accumulated other comprehensive income | - | 224,373 | 214,212 | 224,373 | 214,212 |
| Additional dividends to the minimum mandatory dividends | - | ‐ | 208,121 | ‐ | 208,121 |
| Equity attributable to: | |||||
| Shareholders of Ultrapar | - | 15,195,537 | 15,158,718 | 15,195,537 | 15,158,718 |
| Non-controlling interests in subsidiaries | 11 | ‐ | ‐ | 694,869 | 664,726 |
| Total equity | 15,195,537 | 15,158,718 | 15,890,406 | 15,823,444 | |
| Total liabilities | 15,638,721 | 15,883,147 | 37,754,597 | 39,558,074 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of income |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais , except earnings per thousand shares) |
| — Note | Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|---|
| Net revenue from sales and services | 21 | ‐ | ‐ | 33,329,262 | 30,395,902 |
| Cost of products and services sold | 22 | ‐ | ‐ | (31,187,631) | (28,334,690) |
| Gross profit | ‐ | ‐ | 2,141,631 | 2,061,212 | |
| Operating income (expenses) | |||||
| Selling and marketing | 22 | ‐ | ‐ | (601,565) | (569,000) |
| General and administrative | 22 | (12,635) | (12,588) | (518,362) | (440,800) |
| Results from disposal of assets | 31 | 41 | 5,307 | 36,808 | |
| Other operating income (expenses), net | 22 | (450) | 35,218 | (86,503) | (137,787) |
| Operating income (loss) before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes | (13,054) | 22,671 | 940,508 | 950,433 | |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 333,764 | 415,378 | (149,083) | (3,084) |
| Amortization of fair value adjustments on associates acquisition | 11 | ‐ | ‐ | (403) | ‐ |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 333,764 | 415,378 | (149,486) | (3,084) | |
| Income before financial result and income and social contribution taxes | 320,710 | 438,049 | 791,022 | 947,349 | |
| Financial income | 23 | 17,281 | 19,746 | 176,890 | 160,195 |
| Financial expenses | 23 | (4,587) | (18,642) | (356,859) | (442,964) |
| Financial result, net | 23 | 12,694 | 1,104 | (179,969) | (282,769) |
| Income before income and social contribution taxes | 333,404 | 439,153 | 611,053 | 664,580 | |
| Income and social contribution taxes | |||||
| Current | 9.b; 9.c | ‐ | (10,592) | (164,439) | (87,864) |
| Deferred | 9.b | (558) | 2,913 | (83,430) | (121,270) |
| (558) | (7,679) | (247,869) | (209,134) | ||
| Net income for the period | 332,846 | 431,474 | 363,184 | 455,446 | |
| Income attributable to: | |||||
| Shareholders of Ultrapar | 332,846 | 431,474 | 332,846 | 431,474 | |
| Non-controlling interests in subsidiaries | 11 | ‐ | ‐ | 30,338 | 23,972 |
| Total earnings per share (based on the weighted average number of shares outstanding) – R$ | |||||
| Basic | 24 | 0.3043 | 0.3926 | 0.3043 | 0.3926 |
| Diluted | 24 | 0.2996 | 0.3881 | 0.2996 | 0.3881 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of comprehensive income |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 |
|---|---|---|---|---|
| Net income for the period, attributable to shareholders of Ultrapar | 332,846 | 431,474 | 332,846 | 431,474 |
| Net income for the period, attributable to non-controlling interests in subsidiaries | ‐ | ‐ | 30,338 | 23,972 |
| Net income for the period | 332,846 | 431,474 | 363,184 | 455,446 |
| Items that will be subsequently reclassified to profit or loss: | ||||
| Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes | 6,747 | 8,224 | 6,747 | 8,224 |
| Translation adjustments and hedge accounting effects, net of taxes | 3,414 | - | 3,414 | - |
| Total comprehensive income for the period | 343,007 | 439,698 | 373,345 | 463,670 |
| Total comprehensive income for the period attributable to shareholders of Ultrapar | 343,007 | 439,698 | 343,007 | 439,698 |
| Total comprehensive income for the period attributable to non-controlling interests in subsidiaries | ‐ | ‐ | 30,338 | 23,972 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of changes in equity |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais, except dividends per share ) |
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve of subsidiaries | Profit reserves — Legal reserve | Investments statutory reserve | Accumulated other comprehensive income | Retained earnings | Additional dividends to the minimum mandatory dividends | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests ( i ) | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | 6,621,752 | 108,253 | 612,048 | (596,400) | 3,632 | 240,127 | 7,746,973 | 214,212 | ‐ | 208,121 | 15,158,718 | 664,726 | 15,823,444 | |
| Net income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 332,846 | ‐ | 332,846 | 30,338 | 363,184 | |
| Other comprehensive income | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 10,161 | ‐ | ‐ | 10,161 | ‐ | 10,161 | |
| Total comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 10,161 | 332,846 | ‐ | 343,007 | 30,338 | 373,345 | |
| Issuance of shares related to the subscription warrants - indemnification | ‐ | ‐ | 1,126 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,126 | ‐ | 1,126 | |
| Equity instrument granted | 8.d; 20.b | ‐ | 15,111 | 41 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 15,152 | ‐ | 15,152 |
| Purchase of treasury shares | 20.c | ‐ | ‐ | - | (114,299) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (114,299) | ‐ | (114,299) |
| Realization of revaluation reserve of subsidiaries | - | ‐ | ‐ | ‐ | ‐ | (46) | ‐ | ‐ | ‐ | ‐ | ‐ | (46) | ‐ | (46) |
| Shareholder transaction - changes of ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (142) | (142) |
| Dividends attributable to non-controlling interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (53) | (53) |
| Approval of additional dividends by the Ordinary General Shareholders’ Meeting | 20.e | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (208,121) | (208,121) | ‐ | (208,121) |
| Balance as of March 31, 2025 | 6,621,752 | 123,364 | 613,215 | (710,699) | 3,586 | 240,127 | 7,746,973 | 224,373 | 332,846 | ‐ | 15,195,537 | 694,869 | 15,890,406 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of changes in equity |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais, except dividends per share ) |
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve of subsidiaries | Profit reserves — Legal reserve | Investments statutory reserve | Accumulated other comprehensive income | Retained earnings | Additional dividends to the minimum mandatory dividends | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests ( i ) | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2023 | 6,621,752 | 75,925 | 597,828 | (470,510) | 3,802 | 121,990 | 6,267,569 | 154,108 | ‐ | 134,031 | 13,506,495 | 523,331 | 14,029,826 | |
| Net income for the period | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 431,474 | ‐ | 431,474 | 23,972 | 455,446 |
| Other comprehensive income | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 8,224 | ‐ | ‐ | 8,224 | ‐ | 8,224 |
| Total comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 8,224 | 431,474 | ‐ | 439,698 | 23,972 | 463,670 | |
| Issuance of shares related to the subscription warrants - indemnification | - | ‐ | ‐ | 5,631 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 5,631 | ‐ | 5,631 |
| Equity instrument granted | 8.d; 20.b | ‐ | 9,937 | 4 | 480 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 10,421 | ‐ | 10,421 |
| Realization of revaluation reserve of subsidiaries | - | ‐ | ‐ | ‐ | ‐ | (44) | ‐ | ‐ | ‐ | 54 | ‐ | 10 | ‐ | 10 |
| Shareholder transaction - changes of ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 257 | 257 |
| Approval of additional dividends by the Ordinary General Shareholders’ Meeting | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (134,031) | (134,031) | ‐ | (134,031) |
| Balance as of March 31, 2024 | 6,621,752 | 85,862 | 603,463 | (470,030) | 3,758 | 121,990 | 6,267,569 | 162,332 | 431,528 | ‐ | 13,828,224 | 547,560 | 14,375,784 |
(i) Are substantially represented by non-controlling shareholders of Iconic.
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of cash flows - indirect method |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net income | 332,846 | 431,474 | 363,184 | 455,446 | |
| Adjustments to reconcile net income to cash provided (consumed) by operating activities | |||||
| Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition | 11 | (333,764) | (415,378) | 149,486 | 3,084 |
| Amortization of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 105,489 | 132,658 |
| Amortization of right-of-use assets | 12 | 750 | 604 | 78,387 | 71,071 |
| Depreciation and amortization | 13; 14 | 4,087 | 3,122 | 225,684 | 208,704 |
| Interest, monetary variations and foreign exchange variations | - | (9,584) | 9,088 | 231,068 | 386,320 |
| Current and deferred income and social contribution taxes | 9.b | 558 | 7,678 | 247,869 | 209,134 |
| Gain (loss) on disposal or write-off of assets | - | (31) | (35,280) | (15,996) | (72,047) |
| Equity instrument granted | - | 15,111 | 4,973 | 15,111 | 10,421 |
| Gain (loss) on the fair value of energy contracts | ‐ | ‐ | (8,518) | ‐ | |
| Provision for decarbonization - CBIO | - | ‐ | ‐ | 116,422 | 182,942 |
| Other provisions and adjustments | - | (12,183) | (3,214) | 2,753 | 51,036 |
| (2,21 0 ) | 3,067 | 1,510,939 | 1,638,769 | ||
| (Increase) decrease in assets | |||||
| Trade receivables and reseller financing | 5 | ‐ | ‐ | 20,842 | 177,476 |
| Inventories | 6 | ‐ | ‐ | (216,476) | (77,210) |
| Recoverable taxes | - | (3,185) | 11,341 | 294,764 | 363,742 |
| Dividends received from subsidiaries, associates and joint ventures | - | 607,549 | 413,627 | 1,112 | 850 |
| Other assets | - | (11,025) | (3,950) | (16,641) | (137,681) |
| Increase (decrease) in liabilities | |||||
| Trade payables and trade payables - reverse factoring | 16 | (5,962) | 5,404 | (998,121) | (1,340,189) |
| Salaries and related charges | - | (13,923) | (18,923) | (109,684) | (145,894) |
| Taxes payable | - | (494) | (725) | 16,937 | (4,474) |
| Income and social contribution taxes payable | - | (84) | (7,770) | (304,654) | (450,025) |
| Other liabilities | - | 9,268 | 12,338 | 49,614 | (41,501) |
| Acquisition of CBIO and carbon credits | 14 | ‐ | ‐ | (153,096) | (338,067) |
| Payments of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | (58,113) | (91,948) |
| Payment of contingencies | - | ‐ | ‐ | (8,906) | (30,896) |
| Income and social contribution taxes paid | - | ‐ | ‐ | (25,498) | (102,872) |
| Net cash provided (consumed) by operating activities | 579,93 4 | 414,409 | 3,019 | (579,920) |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of cash flows - indirect method |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Financial investments, net of redemptions | 4.b | 14,871 | 145,344 | 1,244,432 | (1,546,977) |
| Acquisition of property, plant and equipment and intangible assets | 13; 14 | (1,069) | (70,409) | (381,891) | (326,198) |
| Capital increase in subsidiaries, associates and joint ventures | (3,000) | - | - | - | |
| Cash provided by disposal of investments and property, plant and equipment | - | - | 10,313 | 14,467 | 89,371 |
| Net cash consumed by subsidiaries acquisition | - | ‐ | (173,298) | (49,736) | ‐ |
| Net cash provided (consumed) by investing activities | 10,802 | (88,050) | 827,272 | (1,783,804) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Loans, financing and debentures | |||||
| Proceeds | 15 | ‐ | ‐ | 1,682,044 | 1,348,933 |
| Repayments | 15 | ‐ | ‐ | (2,077,454) | (136,596) |
| Interest and derivatives (paid) or received | - | - | 7,838 | (336,895) | (426,611) |
| Payments of lease | |||||
| Principal | 12.b | (759) | (523) | (53,984) | (71,902) |
| Interest paid | 12.b | (184) | (247) | (33,280) | (48,423) |
| Dividends paid | - | (487,165) | (437,539) | (487,502) | (437,525) |
| Payments of financial liabilities of customers | - | ‐ | ‐ | (35,216) | (40,575) |
| Capital decrease | |||||
| Repurchase of treasury shares | (96,774) | ‐ | (96,774) | ‐ | |
| Related parties | - | - | (200) | (3,381) | (8,396) |
| Net cash provided (consumed) by financing activities | (584,882) | (430,671) | (1,442,442) | 178,905 | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | - | - | (23,354) | 6,683 | |
| Increase (decrease) in cash and cash equivalents | - | 5,854 | (104,312) | (635,505) | (2,178,136) |
| Cash and cash equivalents at the beginning of the period | 4.a | 4,186 | 412,840 | 2,071,593 | 5,925,688 |
| Cash and cash equivalents at the end of the period | 4.a | 10,040 | 308,528 | 1,436,088 | 3,747,552 |
| Non-cash transactions: | |||||
| Addition on right-of-use assets and leases payable | ‐ | ‐ | 77,230 | 68,326 | |
| Addition on contractual assets with customers - exclusivity rights | ‐ | ‐ | 17,426 | 16,194 | |
| Transfer between trade receivables and other assets accounts | ‐ | ‐ | ‐ | 4,355 | |
| Share buyback | 17,525 | - | 17,525 | - |
The accompanying notes are an integral part of the interim financial information.
15
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of value added |
| For the periods ended March 31, 2025 and 2024 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|---|
| Revenues | |||||
| Gross revenue from sales and services, except rents and royalties | ‐ | ‐ | 34,638,544 | 31,629,465 | |
| Rebates, discounts and returns | ‐ | ‐ | (224,040) | (249,380) | |
| Allowance for expected credit losses | 5 | ‐ | ‐ | (496) | (14,680) |
| Amortization of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | (105,489) | (132,658) |
| Gain (loss) on disposal of assets and other operating income (expenses), net | (419) | 35,260 | (81,196) | (95,600) | |
| (419) | 35,260 | 34,227,323 | 31,137,147 | ||
| Materials purchased from third parties | |||||
| Cost of products and services sold | ‐ | ‐ | (31,327,877) | (28,432,775) | |
| Materials, energy, third-party services and others | 57,700 | 48,556 | (443,967) | (325,076) | |
| 57,700 | 48,556 | (31,771,844) | (28,757,851) | ||
| Gross value added | 57,281 | 83,816 | 2,455,479 | 2,379,296 | |
| Retentions | |||||
| Depreciation and amortization of intangible assets and right-of-use assets | 12.a; 13; 14 | (4,837) | (3,726) | (304,071) | (279,775) |
| Net value added produced by the Company | 52,444 | 80,090 | 2,151,408 | 2,099,521 | |
| Value added received in transfer | |||||
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 333,764 | 415,378 | (149,486) | (3,084) |
| Rents and royalties | ‐ | ‐ | 79,494 | 78,826 | |
| Financial income | 23 | 17,281 | 19,746 | 176,890 | 160,195 |
| 351,045 | 435,124 | 106,898 | 235,937 | ||
| Total value added available for distribution | 403,489 | 515,214 | 2,258,306 | 2,335,458 | |
| Distribution of value added | |||||
| Personnel and related charges | |||||
| Salaries and wages | 49,017 | 39,334 | 400,276 | 359,182 | |
| Benefits | 6,914 | 5,787 | 113,763 | 110,577 | |
| Government Severance Indemnity Fund for Employees (FGTS) | 1,657 | 1,696 | 26,102 | 26,998 | |
| Others | 917 | 3,972 | 25,489 | 29,907 | |
| 58,505 | 50,789 | 565,630 | 526,664 | ||
| Taxes, fees, and contributions | |||||
| Federal | 6,084 | 12,978 | 804,723 | 726,119 | |
| State | ‐ | ‐ | 113,301 | 132,058 | |
| Municipal | 25 | 47 | 39,650 | 42,119 | |
| 6,109 | 13,025 | 957,674 | 900,296 | ||
| Financial expenses and rents | |||||
| Interest, foreign exchange variations and financial instruments | 875 | 476 | 307,020 | 385,750 | |
| Rents | 1,097 | 1,979 | 32,921 | 22,851 | |
| Others | 4,057 | 17,471 | 31,877 | 44,451 | |
| 6,029 | 19,926 | 371,818 | 453,052 | ||
| Remuneration of own capital | |||||
| Retained earnings | 332,846 | 431,474 | 363,184 | 455,446 | |
| 332,846 | 431,474 | 363,184 | 455,446 | ||
| Value added distributed | 403,489 | 515,214 | 2,258,306 | 2,335,458 |
The accompanying notes are an integral part of the interim financial information.
16
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 25.
This interim financial information was authorized for issuance by the Board of Directors on May 7, 2025.
a. Principles of consolidation and interest in subsidiaries
a.1 Principles of consolidation
In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a.2 Interest in subsidiaries
The consolidated interim financial information includes the following direct and indirect subsidiaries:
| Interest % rounded | ||||||
|---|---|---|---|---|---|---|
| 03/31/2025 | 12/31/2024 | |||||
| Control | Control | |||||
| Location | Segment | Direct | Indirect | Direct | Indirect | |
| Ultra Mobilidade S.A. (1) | Brazil | Ipiranga | 100 | - | 100 | - |
| Centro de Conveniências Millennium Ltda. and subsidiaries (2) | Brazil | Ipiranga | - | - | - | 100 |
| am/pm Comestíveis Ltda. (3) | Brazil | Ipiranga | - | 100 | - | 100 |
| Glazed Brasil S.A. (“Krispy Kreme”) | Brazil | Ipiranga | - | 55 | - | - |
| Centro de Conveniências Millennium Ltda. and subsidiaries | Brazil | Ipiranga | - | 100 | - | - |
| Serra Diesel Transportador Revendedor Retalhista Ltda. | Brazil | Ipiranga | - | 60 | - | 60 |
| Ipiranga Produtos de Petróleo S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| am/pm Comestíveis Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Glazed Brasil S.A. (“Krispy Kreme”) | Brazil | Ipiranga | - | - | - | 55 |
| Ipiranga Trading Limited | British Virgin Islands | Ipiranga | - | 100 | - | 100 |
| Ipiranga Imobiliária Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Logística Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Oil Trading Importadora e Exportadora Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Iconic Lubrificantes S.A. | Brazil | Ipiranga | - | 56 | - | 56 |
| Integra Frotas Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Irupé Biocombustíveis Ltda . | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading North America LLC. | United States | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading Middle East DMCC | Dubai | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading Europe S.A. | Switzerland | Ipiranga | - | 100 | - | 100 |
| Eaí Clube Automobilista S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| Abastece Aí Participações S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Companhia Ultragaz S.A. | Brazil | Ultragaz | 99 | - | 99 | - |
| Ultragaz Energia Ltda. and subsidiaries | Brazil | Ultragaz | - | 100 | - | 100 |
| Nova Paraná Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| Utingás Armazenadora S.A. | Brazil | Ultragaz | - | 57 | - | 57 |
| Bahiana Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| NEOgás do Brasil Gás Natural Comprimido S.A . | Brazil | Ultragaz | - | 100 | - | 100 |
| Wtz Participações S.A. | Brazil | Ultragaz | - | 52 | - | 52 |
| UVC Investimentos Ltda. | Brazil | Others | 100 | - | 100 | - |
| Ultrapar Logística Ltda. | Brazil | Ultracargo | 100 | - | 100 | - |
| Ultracargo Logística S.A. (4) | Brazil | Ultracargo | - | - | - | 99 |
| Ultracargo Soluções Logísticas S.A. | Brazil | Ultracargo | - | 100 | - | 100 |
| Ultracargo Logística S.A. | Brazil | Ultracargo | 100 | - | - | - |
| Ultrapar International S.A. | Luxembourg | Others | 100 | - | 100 | - |
| Imaven Imóveis Ltda. | Brazil | Others | 100 | - | 100 | - |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| (1) | On January 2, 2025, the name of subsidiary Ultrapar Mobilidade Ltda . was changed to Ultra Mobilidade S.A. |
|---|---|
| (2) | On January, 2025, indirect subsidiary Centro de Conveniências Millenium . and subsidiaries started being directly controlled by am/pm Comestíveis Ltda . |
| (3) | On January, 2025, indirect subsidiary am/pm Comestíveis Ltda . started being directly controlled by Ultra Mobilidade S.A. |
| (4) | On January 2, 2025, indirect subsidiary Ultracargo Logística S.A started being directly controlled by Ultrapar . |
b. Main events that occurred in the period
b1. Acquisition of significant stake in Hidrovias
During the period ended March 31, 2025, the Company, through its subsidiary Ultrapar Logística, acquired additional shares in Hidrovias do Brasil S.A (“Hidrovias”), reaching an interest of 42.26% in the share capital of this investee (41.94% as of December 31, 2024). For further information, see Note 27.a.
The individual and consolidated interim financial information ("interim financial information"), identified as Parent and Consolidated, was prepared in accordance with the International Accounting Standard ("IAS") 34 – Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) – Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), approved by the Brazilian Federal Accounting Council (“CFC”) and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).
The Company’s interim financial information is presented in thousands of Brazilian Real ("R$"), which is the Company’s functional currency, and the interim financial information was prepared using information from Ultrapar and its subsidiaries on the same base date, unless otherwise stated.
The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years. For the three-month period ended March 31, 2025, no changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2024.
The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:
(i) derivative and non-derivative financial instruments measured at fair value;
(ii) share-based payments and employee benefits measured at fair value;
(iii) deemed cost of property, plant and equipment.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
This interim financial information was prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.
This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2024 since its objective is to provide an update of the significant activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.
The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) and the Brazilian Accounting Pronouncements Committee (“CPC”).
a. New accounting policies and changes in accounting policies
a.1 Accounting policies adopted
The following guidance issued in the CPC effective on or after January 1, 2025 was evaluated and does not change the accounting practice adopted by the Company:
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the International Accounting Standards Board – IASB have been not adopted since they are not effective in the period ended March 31, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective and do not expect a material impact of their adoption on their future individual and consolidated financial statements.
IFRS 19 – Subsidiaries without Public Accountability
Cash and cash equivalents, financial investments and derivative financial instruments
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits ("DI"), in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds; and (iii) in derivative financial instruments.
The financial assets were classified based on the business model of the Company and its subsidiaries and are disclosed in Note 26.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Cash and cash equivalents
| Parent — 03/31/2025 | 12/31/2024 | Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Cash and banks | ||||
| In local currency | 594 | 120 | 252,305 | 211,047 |
| In foreign currency | ‐ | ‐ | 21,988 | 194,793 |
| Financial investments considered cash equivalents | ||||
| In local currency | ||||
| Securities and funds in local currency | 9,446 | 4,066 | 1,048,012 | 1,286,152 |
| In foreign currency | ||||
| Securities and funds in foreign currency | ‐ | ‐ | 113,783 | 379,601 |
| Total cash and cash equivalents | 10,040 | 4,186 | 1,436,088 | 2,071,593 |
b. Financial investments, derivative financial instruments and other financial assets
| Parent — 03/31/2025 | 12/31/2024 | Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|
| In local currency | ||||
| Securities and funds in local currency | 313,817 | 320,101 | 1,077,382 | 2,271,979 |
| In foreign currency | ||||
| Securities and funds in foreign currency (a) | ‐ | ‐ | 2,674,591 | 2,854,126 |
| Derivative financial instruments and other financial assets at fair value (b) | 2,607 | 2,607 | 805,713 | 833,986 |
| Total financial investments and derivative financial instruments | 316,424 | 322,708 | 4,557,686 | 5,960,091 |
| Current | 13,816 | 20,100 | 1,301,330 | 2,553,011 |
| Non-current | 302,608 | 302,608 | 3,256,356 | 3,407,080 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| (a) | Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits. |
|---|---|
| (b) | Accumulated gains, net of withholding income tax (see Note 26.f). |
a. Trade receivables and reseller financing
| Trade receivables of customers | 03/31/2025 | 12/31/2024 |
|---|---|---|
| Domestic customers | 3,861,348 | 3,885,310 |
| Domestic customers - related parties (see Note 8) | 2,269 | 301 |
| Foreign customers | 42,331 | 19,032 |
| Foreign customers - related parties (see Note 8) | 4,593 | 8,361 |
| 3,910,541 | 3,913,004 | |
| (-) Allowance for expected credit losses | (344,116) | (345,735) |
| Total - trade receivables of customers | 3,566,425 | 3,567,269 |
| Current | 3,535,702 | 3,540,266 |
| Non-current | 30,723 | 27,003 |
| Reseller financing | 03/31/2025 | 12/31/2024 |
| Reseller financing – Ipiranga | 1,368,578 | 1,404,883 |
| (-) Allowance for expected credit losses | (128,974) | (126,859) |
| Total – reseller financing | 1,239,604 | 1,278,024 |
| Current | 529,476 | 511,979 |
| Non-current | 710,128 | 766,045 |
b. Allowance for expected credit losses – trade receivables and reseller financing
Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:
| Trade receivables | Reseller financing | Total | |
|---|---|---|---|
| Balance as of December 31, 2024 | 345,735 | 126,859 | 472,594 |
| Additions | 29,630 | 11,807 | 41,437 |
| Reversals | (19,850) | (6,594) | (26,444) |
| Write-offs | (11,399) | (3,098) | (14,497) |
| Balance as of March 31, 2025 | 344,116 | 128,974 | 473,090 |
The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.
22
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| 03/31/2025 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | 12/31/2024 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | |
|---|---|---|---|---|---|---|
| Current | 0 . 65 % | 4,041,157 | 26,287 | 0.55% | 4,289,620 | 23,517 |
| Less than 30 days | 0.89% | 232,770 | 2,080 | 3.14% | 141,756 | 4,452 |
| 31-60 days | 3.20% | 99,873 | 3,197 | 20.26% | 40,402 | 8,186 |
| 61-90 days | 6.44% | 51,080 | 3,292 | 14.96% | 27,360 | 4,093 |
| 91-180 days | 39.98% | 61,674 | 24,657 | 30.37% | 57,289 | 17,396 |
| More than 180 days | 52 . 18 % | 792,565 | 413 , 577 | 54.49% | 761,460 | 414,950 |
| 5,279,119 | 473,090 | 5,317,887 | 472,594 |
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Fuels , lubricants and greases | 3,269,573 | 3,009,100 |
| Raw materials | 306,107 | 373,544 |
| Purchase for future delivery (1) | 279,953 | 255,001 |
| Consumable materials and other items for resale | 140,513 | 129,539 |
| Liquefied petroleum gas - LPG | 116,897 | 128,098 |
| Properties for resale | 21,794 | 21,794 |
| 4,134,837 | 3,917,076 |
(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition.
Movements in the provision for inventory losses are as follows:
| Balance as of December 31, 2024 | 3,920 |
|---|---|
| Reversal of provision for obsolescence and other losses | (385) |
| Reversal of provision for adjustment to realizable value | (900) |
| Balance as of March 31, 2025 | 2,635 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| ICMS - State VAT (a.1) | 1,402,468 | 1,416,708 |
| PIS and COFINS - Federal VAT (a.2) | 2,915,839 | 3,172,417 |
| Others | 97,842 | 101,152 |
| Total | 4,416,149 | 4,690,277 |
| Current | 1,991,388 | 2,040,008 |
| Non-current | 2,424,761 | 2,650,269 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:
Tax credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petrobras); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.
In 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).
Management estimates the realization of the credits classified in non-current assets within a term of up to 5 years.
a.2 The recoverable PIS and COFINS are substantially related to:
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain up to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.
The Company, through its subsidiaries, has credits in the amount of R$ 1,364,261 (R$ 1,686,836 as of December 31, 2024) from the LC 192/22. These credits were recorded considering the expectation of realization by the Company within a 5-year period from the date of generation, period in which the Company could use these credits. The estimated realization is updated annually considering the Company's estimated future results.
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$ 477,479, of which R$ 138,751 recorded as current and R$ 338,728 recorded as non-current (R$ 498,067, of which R$ 151,930 recorded as current and R$ 346,137 recorded as non-current as of December 31, 2024). The Management estimates the realization of these credits within up to 5 years.
a. Parent
| Assets — 03/31/2025 | 12/31/2024 | Liabilities — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Transactions with joint ventures | ||||
| Química da Bahia Indústria e Comércio S.A. | ‐ | ‐ | 2,875 | 2,875 |
| Transactions with subsidiaries | ||||
| Ipiranga Produtos de Petróleo S.A. | 61,898 | 50,548 | 167 | 431 |
| Cia Ultragaz S.A. | 29,588 | 28,588 | 1,569 | 1,761 |
| Ultracargo Logística S.A. | 322,949 | 313,873 | ‐ | ‐ |
| Eaí Clube Automobilista S.A. | 781 | 1,008 | 80 | 78 |
| am/pm Comestíveis Ltda. | 3,702 | 5,079 | 19 | 19 |
| Others | 1,765 | 966 | 10 | 11 |
| Others | 420,683 | 400,062 | 4,720 | 5,175 |
| Other receivables/payables | 97,904 | 86,973 | 1,845 | 2,300 |
| Related parties | 7,076 | 7,076 | 2,875 | 2,875 |
| Financial investments (1) | 315,703 | 306,013 | - | - |
(1) Refers to funds released to subsidiary Ultracargo Logística S.A.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
b. Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:
| Assets — 03/31/2025 | 12/31/2024 | Liabilities — 03/31/2025 | 12/31/2024 | Operating result - Sales/( Purchases) — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|---|---|
| Transactions with subsidiaries and joint ventures | ||||||
| Transactions with joint ventures | ||||||
| Refinaria de Petróleo Riograndense S.A. | ‐ | ‐ | 6,325 | 9,846 | (126,019) | (126,043) |
| Latitude Logística Portuária S.A. | 7,232 | 10,862 | ‐ | ‐ | ‐ | ‐ |
| Navegantes Logística Portuária S.A. | 36,178 | 29,406 | ‐ | ‐ | ‐ | ‐ |
| Others | 7,997 | 7,943 | 2,875 | 2,875 | 105 | 102 |
| Transactions with other related parties | ||||||
| Chevron Oronite Brasil Ltda. (1) | 1,999 | ‐ | 23,806 | 13,434 | (50,677) | (41,911) |
| Chevron Products Company (1) | ‐ | ‐ | 96,161 | 159,432 | (130,962) | (150,522) |
| Others | 5,460 | 8,760 | 4,067 | 1,449 | (103) | (768) |
| Transactions with associates | ||||||
| Hidrovias do Brasil S.A. | 511 | 416 | ‐ | ‐ | ‐ | ‐ |
| Total | 59,377 | 57,387 | 133,234 | 187,036 | (307,656) | (319,142) |
| Trade receivables (Note 5) | 6,862 | 8,662 | ‐ | ‐ | ‐ | ‐ |
| Other receivables | 356 | 416 | ‐ | ‐ | ‐ | ‐ |
| Trade payables (Note 16) | ‐ | ‐ | 129,718 | 183,520 | ‐ | ‐ |
| Related parties | 52,159 | 48,309 | 3,516 | 3,516 | ‐ | ‐ |
| Sales and services provided | ‐ | ‐ | ‐ | ‐ | 7,304 | 2,909 |
| Purchases | ‐ | ‐ | ‐ | ‐ | (314,960) | (322,051) |
(1) Non-controlling shareholders and other related parties of Iconic.
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.
c. Key executives (Consolidated)
The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth goals in financial results and priority matters for the Company.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
| 03/31/2025 | 03/31/2024 | |
|---|---|---|
| Short-term compensation | 11,219 | 11,798 |
| Stock compensation | 17,781 | 10,136 |
| Post-employment benefits | 765 | 725 |
| Total | 29,765 | 22,659 |
d. Stock plan (Consolidated)
In the financial statements for the year ended December 31, 2024 (Note 8), the characteristics and measurement criteria of each plan (2017 Plan and 2023 Plan) offered by the Company were disclosed, which did not undergo any changes during the three-month period ended March 31, 2025.
The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan:
| Program | Grant date | Number of shares granted (Quantity) | Vesting period | Fair value of shares on the grant date (in R$) | Total exercisable grant costs, including taxes (in R$ thousands) | Accumulated recognized exercisable grant costs (in R$ thousands) | Unrecognized exercisable grant costs (in R$ thousands) |
|---|---|---|---|---|---|---|---|
| Restricted | September 2, 2019 | 240,000 | 2025 | 16.42 | 6,774 | (6,211) | 563 |
| Restricted | April 1, 2020 | 39,084 | 2025 | 12.53 | 1,121 | (1,105) | 16 |
| Performance | April 1, 2020 | 55,074 | 2025 | 12.53 | 1,324 | (1,305) | 19 |
| Restricted | September 16, 2020 | 140,000 | 2026 | 23.03 | 5,464 | (4,098) | 1,366 |
| Restricted | September 22, 2021 | 1,000,000 | 2027 | 14.17 | 24,093 | (14,011) | 10,082 |
| Restricted | April 6, 2022 | 634,165 | 2025 | 14.16 | 16,906 | (16,440) | 466 |
| Performance | April 6, 2022 | 1,007,324 | 2025 | 14.16 | 26,829 | (26,154) | 675 |
| Restricted | September 21, 2022 | 2,640,000 | 2032 | 12.98 | 64,048 | (16,012) | 48,036 |
| Restricted | December 7, 2022 | 1,500,000 | 2032 | 13.47 | 37,711 | (8,489) | 29,222 |
| Restricted | April 20, 2023 | 311,324 | 2025 | 14.50 | 7,472 | (7,160) | 312 |
| Restricted | April 20, 2023 | 1,146,194 | 2026 | 14.50 | 31,039 | (19,851) | 11,188 |
| Performance | April 20, 2023 | 1,156,903 | 2026 | 14.50 | 31,320 | (20,131) | 11,189 |
| Restricted | September 20, 2023 | 3,700,000 | 2033 | 18.75 | 129,322 | (19,448) | 109,874 |
| Restricted | April 17, 2024 | 3,468,672 | 2027 to 2029 | 26.94 | 176,292 | (38,287) | 138,005 |
| Restricted | June 19, 2024 | 60,683 | 2027 | 21.47 | 2,468 | (549) | 1,919 |
| Restricted | October 1, 2024 | 1,295,000 | 2034 | 23.10 | 55,785 | (2,324) | 53,461 |
| 18,394,423 | 617,968 | (201,575) | 416,393 |
| Number of shares as of December 31, 2024 | 18,521,704 |
|---|---|
| Shares granted during the period | ‐ |
| Cancellation of granted shares due to termination of executive employment | (122,734) |
| Shares transferred (vesting) | (4,547) |
| Number of shares as of March 31, 2025 | 18,394,423 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the three-month period ended March 31, 2025, an expense in the amount of R$ 29,806 was recognized in relation to the Plan (R$ 21,035 for the period ended March 31, 2024).
For all plans, settlements are made only with the delivery of treasury shares. The values of the grants were determined on the granting date based on the market value of these shares on B3 (the Brazilian Stock Exchange).
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations, negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.
For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.
| Parent — 03/31/2025 | 12/31/2024 | Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|
| Assets - Deferred income and social contribution taxes on: | ||||
| Provision for losses with assets | ‐ | ‐ | 42,631 | 41,467 |
| Provisions for tax, civil and labor risks | 65,633 | 67,261 | 186,919 | 188,495 |
| Provision for post-employment benefits | 545 | 516 | 77,654 | 76,166 |
| Provision for differences between cash and accrual basis (i) | ‐ | ‐ | 6,145 | 19,483 |
| Goodwill | ‐ | ‐ | 11,432 | 10,317 |
| Provision for asset retirement obligation | ‐ | ‐ | 13,681 | 13,472 |
| Operating provisions | 3,649 | 4,366 | 73,912 | 60,120 |
| Provision for profit sharing and bonus | 2,829 | 10,246 | 28,985 | 76,880 |
| Leases payable | 2,675 | 2,961 | 496,748 | 499,988 |
| Provision for deferred revenue | ‐ | ‐ | 599 | 450 |
| Other temporary differences | 30,445 | 21,762 | 127,361 | 115,753 |
| Tax losses and negative basis for social contribution carryforwards | 54,091 | 51,339 | 507,729 | 510,780 |
| Total | 159,867 | 158,451 | 1,573,796 | 1,613,371 |
| Offsetting liability balance | (17,793) | (15,821) | (705,239) | (676,430) |
| Net balances presented in assets | 142,074 | 142,630 | 868,557 | 936,941 |
| Liabilities - Deferred income and social contribution taxes on: | ||||
| Leases payable | 2,310 | 2,586 | 398,941 | 406,173 |
| Provision for differences between cash and accrual basis (i) | ‐ | ‐ | 239,525 | 194,846 |
| Change in fair value of subscription warrants | 6,210 | 7,611 | 6,210 | 7,611 |
| Goodwill/negative goodwill on investments | ‐ | ‐ | 28,784 | 28,771 |
| Business combination - fair value of assets | ‐ | ‐ | 56,155 | 52,781 |
| Other temporary differences | 5,624 | 5,624 | 118,758 | 119,073 |
| Total | 14,144 | 15,821 | 848,373 | 809,255 |
| Offsetting asset balance | (14,144) | (15,821) | (705,239) | (676,430) |
| Net balances presented in liabilities | ‐ | ‐ | 143,134 | 132,825 |
(i) In the consolidated refers mainly to the income and social contribution taxes on foreign exchange variation of the derivative instruments.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2024 | 142,630 | 804,116 |
| Deferred IRPJ and CSLL recognized in profit (loss) for the year | (558) | (83,430) |
| Deferred IRPJ and CSLL recognized in other comprehensive income | - | 4,644 |
| Others | 2 | 93 |
| Balance as of March 31, 2025 | 142,074 | 725,423 |
b. Reconciliation of income and social contribution taxes on profit or loss
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|
| Income before taxes | 333,404 | 439,153 | 611,053 | 664,580 |
| Statutory tax rates - % | 34 | 34 | 34 | 34 |
| Income and social contribution taxes at the statutory tax rates | (113,357) | (149,312) | (207,758) | (225,957) |
| Adjustment to the statutory income and social contribution taxes: | ||||
| Nondeductible expenses | (854) | (1,313) | (3,841) | (3,657) |
| Nontaxable revenues (i) | 175 | 139 | 5,615 | 5,258 |
| Adjustment to estimated income | ‐ | ‐ | 422 | 566 |
| Unrecorded deferred income and social contribution tax carryforwards | ‐ | ‐ | (20,137) | (10,642) |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 113,480 | 141,229 | (50,825) | (1,049) |
| Other adjustments | (2) | 1,578 | 12,894 | 1,020 |
| Income and social contribution taxes before tax incentives | (558) | (7,679) | (263,630) | (234,461) |
| Tax incentives – SUDENE (ii) | - | ‐ | 15,761 | 25,327 |
| Income and social contribution taxes in the statement of income | (558) | (7,679) | (247,869) | (209,134) |
| Current | ‐ | (10,592) | (164,439) | (87,864) |
| Deferred | (558) | 2,913 | (83,430) | (121,270) |
| Effective IRPJ and CSLL rates - % | 0.2 | 1.7 | 40.6 | 31.5 |
| (i) | Consist of gains and income not taxable under the applicable tax legislation. |
|---|---|
| (ii) | Certain subsidiaries have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, with a 75% decrease in the income tax basis. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
c. Tax losses and negative basis for social contribution carryforwards
As of March 31, 2025, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, and do not expire.
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Oil Trading | 75,296 | 77,155 |
| Ultrapar | 54,091 | 51,339 |
| Ipiranga | 300,409 | 300,409 |
| Ultracargo Soluções Logística | 40,492 | 33,553 |
| Others | 37,441 | 48,324 |
| 507,729 | 510,780 |
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Neogás | 44,830 | 45,286 |
| Integra Frotas | 21,577 | 18,927 |
| Stella | 19,039 | 15,686 |
| Millennium | 12,184 | 11,650 |
| Abastece aí | 139,577 | 126,900 |
| Others | 7,250 | 6,374 |
| 244,457 | 224,823 |
d. Non-levy of IRPJ/CSLL on the update by Selic of tax undue payments received from the Federal Government
The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court judged that the levy of IRPJ and CSLL on amounts related to monetary variation received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered credits of this nature in the amount of R$ 144,122 as of March 31, 2025 (R$ 141,147 as of December 31, 2024).
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.
Changes are shown below:
| Balance as of December 31, 2024 | 2,131,902 |
|---|---|
| Additions | 75,539 |
| Amortization | (105,489) |
| Balance as of March 31, 2025 | 2,101,952 |
| Current | 646,203 |
| Non-current | 1,455,749 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The table below presents the positions of equity and income (loss) for the period by company:
| Equity | Income (loss) for the year | Interest in share capital - % | Parent — Investments/ Provision for equity deficiency | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 03/31/2025 | 12/31/2024 | 03/31/2025 | 03/31/2024 | ||||
| Subsidiaries | |||||||
| Ultrapar Logística Ltda. | 1,698,876 | (138,525) | 100.00 | 1,698,876 | 3,266,345 | (138,525) | 99,339 |
| Ultrapar International S.A. | (59,120) | 9,410 | 100.00 | (59,120) | (68,530) | 9,410 | (758) |
| UVC | ‐ | ‐ | 100.00 | ‐ | ‐ | ‐ | (6,441) |
| Ultragaz Participações Ltda. | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 176,217 |
| Ultracargo Logística Ltda | 1,515,863 | 74,641 | 99.91 | 1,514,633 | ‐ | 74,581 | ‐ |
| Companhia Ultragaz S.A. | 878,231 | 127,926 | 99.99 | 878,100 | 1,106,687 | 127,907 | ‐ |
| UVC Investimentos Ltda. | 44,302 | (3,646) | 100.00 | 44,302 | 47,702 | (3,646) | 518 |
| Imaven Imóveis Ltda. | 67,422 | 506 | 100.00 | 67,422 | 64,917 | 506 | (578) |
| Ultra Mobilidade S.A. (*) | 10,344,477 | 273,495 | 100.00 | 10,344,477 | 10,407,480 | 273,495 | 149,541 |
| Joint ventures | |||||||
| Química da Bahia Indústria e Comércio S.A. | 6,671 | ‐ | 50.00 | 3,336 | 3,319 | ‐ | (142) |
| Refinaria de Petróleo Riograndense S.A. (i) | (23,031) | (30,065) | 33.14 | (7,632) | 2,016 | (9,964) | (2,318) |
| Total (A) | 14,484,394 | 14,829,936 | 333,764 | 415,378 | |||
| Total provision for equity deficit (B) | (66,752) | (68,530) | |||||
| Total investments (A-B) | 14,551,146 | 14,898,466 |
| (*) | Amounts adjusted for unrealized profits in equity and income for the period. |
|---|---|
| (i) | Investment considers capital loss balances of R$ 9,472 as of March 31, 2025 (R$ 9,666 as of December 31, 2024). |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| Equity | Income (loss) for the year | Interest in share capital - % | Consolidated — Investments/ Provision for equity deficiency | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 03/31/2025 | 12/31/2024 | 03/31/2025 | 03/31/2024 | ||||
| Joint ventures | |||||||
| União Vopak – Armazéns Gerais Ltda. | 39 | (502) | 50.00 | 19 | 270 | (251) | (262) |
| Refinaria de Petróleo Riograndense S.A. | (23,031) | (30,065) | 33.14 | (7,632) | 2,015 | (9,963) | (2,318) |
| Latitude Logística Portuária S.A. | 3,760 | (689) | 50.00 | 1,880 | 2,225 | (344) | (374) |
| Navegantes Logística Portuária S.A. | 14,281 | (7,812) | 33.33 | 4,760 | 7,364 | (2,604) | (1,945) |
| Nordeste Logística I S.A. | 19,275 | 1,397 | 33.33 | 6,425 | 5,959 | 466 | (228) |
| Nordeste Logística II S.A. | 56,890 | 543 | 33.33 | 18,963 | 18,782 | 181 | (24) |
| Nordeste Logística III S.A | 54,869 | (121) | 33.33 | 18,290 | 18,330 | (40) | (67) |
| Química da Bahia Indústria e Comércio S.A. | 6,671 | ‐ | 50.00 | 3,336 | 3,319 | ‐ | (143) |
| Terminal de Combustíveis Paulínia S.A. (" Opla ") | 122,666 | 3,278 | 50.00 | 61,333 | 59,694 | 1,639 | 1,721 |
| Other investments | ‐ | ‐ | ‐ | 536 | 281 | ‐ | ‐ |
| Associates | |||||||
| Hidrovias do Brasil S.A. (i) | 896,216 | (330,355) | 42.26 | 378,770 | 504,629 | (138,667) | ‐ |
| Transportadora Sulbrasileira de Gás S.A. | 15,972 | 1,978 | 25.00 | 3,993 | 3,498 | 494 | 559 |
| Metalúrgica Plus S.A. | (1,120) | (75) | 33.33 | (374) | (349) | (25) | (23) |
| Plenogás Distribuidora de Gás S.A. | 3,217 | 93 | 33.33 | 1,072 | 1,041 | 31 | 20 |
| Other investments | ‐ | ‐ | ‐ | 30 | 41 | ‐ | ‐ |
| Goodwill on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. (" Opla ") | ‐ | ‐ | ‐ | 117,306 | 117,306 | ‐ | ‐ |
| Hidrovias do Brasil S.A. | ‐ | ‐ | ‐ | 779,379 | 775,044 | ‐ | ‐ |
| Fair value adjustment on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. (" Opla ") | ‐ | ‐ | ‐ | 38,433 | 38,835 | (403) | ‐ |
| Advances for investments | |||||||
| Advances for investments - Pão de Açúcar Group stations (ii) | ‐ | ‐ | ‐ | 90,000 | 90,000 | ‐ | ‐ |
| Advances for future capital increase | |||||||
| Hidrovias do Brasil S.A. | ‐ | ‐ | ‐ | 500,000 | 500,000 | ‐ | ‐ |
| Total (A) | 2,016,519 | 2,148,284 | (149,486) | (3,084) | |||
| Total provision for equity deficit (B) | (8,006) | (349) | |||||
| Total investments (A-B) | 2,024,525 | 2,148,633 |
| (*) | For more information on the accounting policy, see Note 14.a. |
|---|---|
| (i) | The share of profit (loss) of the associate is recorded with a 2-month lag as from May 2024, the date on which the Company began to hold significant influence in Hidrovias . For further information, see Note 27.a. |
| (i) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:
| Consolidated — Proportion of interest in share capital and voting rights held by non-controlling interests | Equity attributable to non-controlling interests | Income allocated to non-controlling interests for the period/year | ||||
|---|---|---|---|---|---|---|
| 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 03/31/2024 | |
| Subsidiaries | % | % | ||||
| Iconic Lubrificantes S.A. | 44% | 44% | 504,120 | 484,986 | 19,134 | 23,118 |
| WTZ Participações S.A. | 48% | 48% | 126,234 | 116,249 | 9,985 | ‐ |
| Other investments | - | - | 64,515 | 63,491 | 1,219 | 854 |
| 694,869 | 664,726 | 30,338 | 23,972 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
| Parent — Subsidiaries | Joint ventures | Total | Consolidated — Joint ventures | Associates | Advances | Advances for future capital increase | Total | |
|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2024 | 14,824,601 | 5,335 | 14,829,936 | 274,380 | 1,283,904 | 90,000 | 500,000 | 2,148,284 |
| Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 343,728 | (9,964) | 333,764 | (10,916) | (138,167) | ‐ | ‐ | (149,083) |
| Amortization of fair value adjustments | ‐ | ‐ | ‐ | (403) | ‐ | ‐ | ‐ | (403) |
| Dividends | (699,938) | ‐ | (699,938) | ‐ | ‐ | ‐ | ‐ | ‐ |
| Equity instrument granted (ii) | 5,816 | ‐ | 5,816 | ‐ | ‐ | ‐ | ‐ | ‐ |
| Accumulated other comprehensive income | 11,176 | 320 | 11,496 | 320 | 11,234 | ‐ | ‐ | 11,554 |
| Capital increase in cash | 3,000 | ‐ | 3,000 | ‐ | ‐ | ‐ | ‐ | ‐ |
| Acquisition of shares of Hidrovias do Brasil S.A. (iii) | ‐ | ‐ | ‐ | ‐ | 7,373 | ‐ | ‐ | 7,373 |
| Other movements | 307 | 13 | 320 | 268 | (1,474) | ‐ | ‐ | (1,206) |
| Balance as of March 31, 2025 ( i ) | 14,488,690 | (4,296) | 14,484,394 | 263,649 | 1,162,870 | 90,000 | 500,000 | 2,016,519 |
| (*) | Adjusted for unrealized profits between subsidiaries. |
|---|---|
| (i) | Investments in subsidiaries, joint ventures and associates net of provision for equity deficit. |
| (ii) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda. |
| (iii) | Amounts refer to the acquisition of stake in Hidrovias do Brasil S.A. For further details, see Note 27.a. |
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The Company and certain subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas and (iv) Company: offices. The Company and certain subsidiaries also have lease agreements relating to vehicles.
a. Right-of-use assets
| Weighted average useful life (years) | Balance as of 12/31/2024 | Additions and remeasurement | Write-offs | Transfers ( i ) | Amortization | Balance as of 03/31/2025 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Real estate | 9 | 1,987,115 | 27,905 | (59,743) | ‐ | ‐ | 1,955,277 |
| Port areas | 32 | 343,739 | 15,073 | (32) | - | ‐ | 358,780 |
| Vehicles | 3 | 357,094 | 34,219 | (25,595) | (2,834) | ‐ | 362,884 |
| Equipment | 3 | 33,645 | 34 | (304) | (21,499) | ‐ | 11,876 |
| Others | 20 | 27,846 | ‐ | ‐ | 21,499 | ‐ | 49,345 |
| 2,749,439 | 77,231 | (85,674) | (2,834) | ‐ | 2,738,162 | ||
| Accumulated amortization: | |||||||
| Real estate | ‐ | (823,733) | ‐ | 40,408 | - | (43,537) | (826,862) |
| Port areas | ‐ | (52,692) | ‐ | 21 | (1,085) | (7,366) | (61,122) |
| Vehicles | ‐ | (169,836) | ‐ | 19,625 | 2,834 | (25,803) | (173,180) |
| Equipment | ‐ | (6,007) | ‐ | 304 | 2,197 | (826) | (4,332) |
| Others | ‐ | (25,847) | ‐ | ‐ | (2,197) | (864) | (28,908) |
| (1,078,115) | ‐ | 60,358 | 1,749 | (78,396) | (1,094,404) | ||
| Net amount | 1,671,324 | 77,231 | (25,316) | (1,085) | (78,396) | 1,643,758 |
(i) Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation. Additionally, the cost includes the advance balance of the grant of Maceió carried out in IPP.
b. Leases payable
The changes in leases payable are shown below:
| Balance as of December 31, 2024 | 1,485,152 |
|---|---|
| Interest accrued | 32,878 |
| Payments of leases | (53,984) |
| Interest payment | (33,280) |
| Additions and remeasurement | 77,231 |
| Write-offs | (25,767) |
| Balance as of March 31, 2025 | 1,482,230 |
| Current | 318,932 |
| Non-current | 1,163,298 |
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The undiscounted future cash outflows are presented below:
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Up to 1 year | 420,485 | 355,336 |
| 1 to 2 years | 286,927 | 282,945 |
| 2 to 3 years | 235,979 | 240,984 |
| 3 to 4 years | 185,013 | 188,002 |
| 4 to 5 years | 157,252 | 158,559 |
| More than 5 years | 906,327 | 891,997 |
| Total | 2,191,983 | 2,117,823 |
The contracts of leases payable are substantially indexed by the IGP-M.
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
| Contracts by maturity date and discount rate | |
|---|---|
| Maturity dates of the contracts | Rate (% p.a.) |
| From 1 to 5 years | 10.60% |
| From 6 to 10 years | 10.26% |
| From 11 to 15 years | 9.88% |
| More than 15 years | 9.66% |
c. Effects of inflation and potential right of recoverable PIS and COFINS - disclosures required by the CVM in the letter SNC/SEP 02/2019
The effects of inflation for the period ended March 31, 2025 are as follows:
| Right-of-use asset , net | |
|---|---|
| Nominal base | 1,643,758 |
| Inflated base | 1,950,088 |
| 18.6% | |
| Leases payable | |
| Nominal base | 1,482,230 |
| Inflated base | 1,788,560 |
| 20.7% | |
| Financial expenses | |
| Nominal base | 32,878 |
| Inflated base | 53,489 |
| 62.7% | |
| Amortization expense | |
| Nominal base | 78,396 |
| Inflated base | 87,988 |
| 12.2% |
35
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended March 31, 2025 are presented below:
| Potential right of recoverable PIS and COFINS | |
|---|---|
| Cash flow at present value | 137,106 |
| Nominal cash flow | 202,758 |
| Weighted average useful life (years) | Balance as of 12/31/2024 | Additions | Depreciation | Transfers ( i ) | Write-offs | Balance as of 03/31/2025 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Land | - | 609,624 | ‐ | ‐ | ‐ | (307) | 609,317 |
| Buildings | 32 | 1,745,097 | 376 | ‐ | 26,694 | (8) | 1,772,159 |
| Leasehold improvements | 16 | 1,415,342 | 5,192 | ‐ | 16,026 | (516) | 1,436,044 |
| Machinery and equipment | 11 | 3,758,370 | 34,911 | ‐ | 53,094 | (1,676) | 3,844,699 |
| Automotive fuel/lubricant distribution equipment and facilities | 14 | 3,199,426 | 17,457 | ‐ | 85,583 | (92,030) | 3,210,436 |
| LPG tanks and bottles | 8 | 1,085,787 | 30,694 | ‐ | 109 | (5,530) | 1,111,060 |
| Vehicles | 7 | 395,885 | 796 | ‐ | - | (8,875) | 387,806 |
| Furniture and fixtures | 8 | 221,572 | 2,666 | ‐ | (6,439) | (4,118) | 213,681 |
| IT equipment | 5 | 321,250 | 5,646 | ‐ | 529 | (3,746) | 323,679 |
| Construction in progress | - | 1,347,892 | 188,874 | ‐ | (160,433) | ‐ | 1,376,333 |
| Advances to suppliers | - | 44,966 | 1,097 | ‐ | (18,205) | (3) | 27,855 |
| Imports in progress | - | 3,128 | ‐ | ‐ | ‐ | ‐ | 3,128 |
| 14,148,339 | 287,709 | ‐ | (3,042) | (116,809) | 14,316,197 | ||
| Accumulated depreciation: | |||||||
| Buildings | ‐ | (558,622) | ‐ | (12,886) | ‐ | 3 | (571,505) |
| Leasehold improvements | ‐ | (748,916) | ‐ | (15,481) | 565 | 512 | (763,320) |
| Machinery and equipment | ‐ | (2,347,962) | ‐ | (54,648) | ‐ | 1,453 | (2,401,157) |
| Automotive fuel/lubricant distribution equipment and facilities | ‐ | (2,122,684) | ‐ | (32,482) | ‐ | 90,087 | (2,065,079) |
| LPG tanks and bottles | ‐ | (670,068) | ‐ | (24,335) | ‐ | 4,675 | (689,728) |
| Vehicles | ‐ | (154,622) | ‐ | (9,887) | ‐ | 1,634 | (162,875) |
| Furniture and fixtures | ‐ | (142,493) | ‐ | (3,765) | (573) | 4,606 | (142,225) |
| IT equipment | ‐ | (265,675) | ‐ | (5,793) | 248 | 3,261 | (267,959) |
| (7,011,042) | ‐ | (159,277) | 240 | 106,231 | (7,063,848) | ||
| Provision for impairment losses | (1,331) | ‐ | ‐ | ‐ | ‐ | (1,331) | |
| Net amount | 7,135,966 | 287,709 | (159,277) | (2,802) | (10,578) | 7,251,018 |
(i) Refers to R$ 3,887 transferred to intangible assets and R$ 1,085 transferred from right-of-use assets.
36
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations and distribution bases.
Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.
| Weighted average useful life (years) | Balance as of 12/31/2024 | Additions | Amortization | Transfers ( i ) | Write-offs | Balance as of 03/31/2025 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Goodwill (a) | - | 982,359 | ‐ | ‐ | ‐ | ‐ | 982,359 |
| Software | 4 | 1,707,645 | 71,141 | ‐ | 4,249 | (1,162) | 1,781,873 |
| Distribution rights | 13 | 176,687 | 23,110 | ‐ | ‐ | ‐ | 199,797 |
| Brands | - | 61,366 | - | ‐ | ‐ | - | 61,366 |
| Trademark rights | 30 | 121,001 | 2 | ‐ | ‐ | ‐ | 121,003 |
| Others | 3 | 10,611 | - | ‐ | 410 | ‐ | 11,021 |
| Decarbonization credits (CBIO) | - | 322 | 153,096 | ‐ | ‐ | (18,759) | 134,659 |
| 3,059,991 | 247,349 | ‐ | 4,659 | (19,921) | 3,292,078 | ||
| Accumulated amortization: | |||||||
| Software | ‐ | (1,013,618) | ‐ | (62,300) | (772) | 282 | (1,076,408) |
| Distribution rights | ‐ | (110,819) | ‐ | (1,557) | ‐ | - | (112,376) |
| Trademark rights | ‐ | (22,997) | ‐ | (1,371) | ‐ | 257 | (24,111) |
| Others | ‐ | (4,227) | ‐ | (1,179) | ‐ | ‐ | (5,406) |
| (1,151,661) | ‐ | (66,407) | (772) | 539 | (1,218,301) | ||
| Net amount | 1,908,330 | 247,349 | (66,407) | 3,887 | (19,382) | 2,073,777 |
(i) Refers to R$ 3,887 transferred from property, plant and equipment.
37
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Goodwill
The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired. The amount is made up of the following acquisitions.
| Segment | 03/31/2025 | 12/31/2024 | |
|---|---|---|---|
| Goodwill on the acquisition of: | |||
| Ipiranga (i) | Ipiranga | 276,724 | 276,724 |
| União Terminais | Ultracargo | 211,089 | 211,089 |
| Texaco | Ipiranga | 177,759 | 177,759 |
| Stella | Ultragaz | 103,051 | 103,051 |
| Iconic (CBLSA) | Ipiranga | 69,807 | 69,807 |
| WTZ (27.b) | Ultragaz | 52,038 | 52,038 |
| Temmar | Ultracargo | 43,781 | 43,781 |
| DNP | Ipiranga | 24,736 | 24,736 |
| Repsol | Ultragaz | 13,403 | 13,403 |
| Neogás | Ultragaz | 7,761 | 7,761 |
| Serra Diesel | Ultrapar | 1,413 | 1,413 |
| TEAS | Ultracargo | 797 | 797 |
| 982,359 | 982,359 |
(i) Including R$ 246,163 presented as goodwill at the Parent.
The goodwill presented above is based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the three-month period ended March 31, 2025, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.
Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.
38
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Breakdown
| Description | Index/Currency | Weighted average financial charges 2024 (p.a.) | Weighted average hedging instruments | Maturity | Consolidated — 03/31/2025 | 12/31/2024 |
|---|---|---|---|---|---|---|
| Foreign currency: | ||||||
| Notes in the foreign market | USD | 5.3% | 141.7% of DI (**) | 2026 to 2029 | 4,428,827 | 4,710,980 |
| Foreign loan | USD | 4.7% | 107.2% of DI | 2025 to 2026 | 606,433 | 691,006 |
| Foreign loan | US$ + SOFR | 0.9% | 103.3% of DI | 2026 | 593,025 | ‐ |
| Foreign exchange debentures | USD | 5.3% | 101.7% of DI | 2026 | 342,310 | ‐ |
| Foreign loan | EUR | 4.4% | 109.2% of DI | 2025 | ‐ | 778,147 |
| Foreign loan | JPY | 1.3% | 109.4% of DI | 2025 | ‐ | 501,524 |
| Total in foreign currency | 5,970,595 | 6,681,657 | ||||
| Brazilian Reais: | ||||||
| Debentures – CRA | IPCA | 5.3% | 103.1% of DI | 2025 to 2032 | 2,571,942 | 2,456,111 |
| CCB | CDI | 105.6% | n/a | 2025 to 2026 | 1,309,010 | 1,464,624 |
| Debentures - Ultragaz | CDI + R$ | 0.7% | n/a | 2027 to 2029 | 714,094 | 731,667 |
| Debentures – Ultracargo | IPCA | 4.1% | 111.4% of DI | 2028 | 555,264 | 534,706 |
| CDCA | CDI + R$ | 0.9% | n/a | 2027 | 551,584 | 534,374 |
| Debentures – CRA | CDI + R$ | 0.7% | n/a | 2027 | 492,448 | 490,971 |
| Debentures – CRA | Fixed rate | 11.2% | 104.3% of DI | 2027 | 491,174 | 477,827 |
| CDCA | CDI | 109.0% | n/a | 2026 to 2027 | 205,290 | 293,374 |
| Constitutional Fund | IPCA | 2.9% | 69.5% of DI | 2028 to 2041 | 191,300 | 114,472 |
| Debentures – Ultracargo | IPCA | 6.3% | n/a | 2032 to 2034 | 83,309 | 80,048 |
| FINEP | TJLP | 1.0% | n/a | 2026 | 526 | 679 |
| Total in Brazilian Reais | 7,165,941 | 7,178,853 | ||||
| Total in foreign currency and Brazilian Reais | 13,136,536 | 13,860,510 | ||||
| Derivative financial instruments (*) | 419,391 | 441,600 | ||||
| Total | 13,555,927 | 14,302,110 | ||||
| Current | 2,582,489 | 3,552,760 | ||||
| 1 to 2 years | 3,419,746 | 3,261,425 | ||||
| 2 to 3 years | 2,626,636 | 1,611,526 | ||||
| 3 to 4 years | 1,130,449 | 2,062,967 | ||||
| 4 to 5 years | 2,416,437 | 2,437,398 | ||||
| More than 5 years | 1,380,170 | 1,376,034 | ||||
| Non-current | 10,973,438 | 10,749,350 |
| (*) | Accumulated losses (see Note 26.f). |
|---|---|
| (**) | Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$. |
39
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The changes in loans, financing, debentures and derivative financial instruments are shown below:
| Consolidated | |
|---|---|
| Balance as of December 31, 2024 | 14,302,110 |
| Proceeds | 1,682,044 |
| Interest accrued | 249,952 |
| Principal payment | (2,077,454) |
| Interest payment | (246,725) |
| Monetary variations and foreign exchange variations | (361,370) |
| Change in fair value | 29,579 |
| Hedge result | (22,209) |
| Balance as of March 31, 2025 | 13,555,927 |
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of March 31, 2025, the amount recognized in profit or loss was R$ 4,542 (R$ 4,720 as of March 31, 2024). The balance to be recognized in the next years is R$ 67,860 (R$ 69,914 as of December 31, 2024).
b. Guarantees
As of March 31, 2025, there was R$ 191,230 (R$ 114,472 as of December 31, 2024) in financing that had real guarantees. There was also R$ 12,009,901 (R$ 13,586,936 as of December 31, 2024) in financing without real guarantees, with sureties or promissory notes.
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 98,516 as of March 31, 2025 (R$ 97,947 as of December 31, 2024).
Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$ 181,754 (R$ 219,700 as of December 31, 2024). If subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until March 31, 2025, subsidiary Ipiranga did not have losses in connection with these collateral arrangements.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
c. Relevant operations contracted in the period
The main operations contracted in the period are shown below:
| Description | Index/ Currency | Financial charges | Hedging instruments | Issuance date | Maturity | Principal | Principal in R$ | Remuneration payment | Nominal amount payment | Company |
|---|---|---|---|---|---|---|---|---|---|---|
| Foreign exchange debentures | USD | 5.3% | 101.7% of DI | Mar/25 | Mar/26 | USD 60,269 | 350,000 | At final maturity | At final maturity | Ultracargo Logística |
| 4131 | SOFR | 0.9% | 102.9% of DI | Feb/25 | Feb/26 | USD 100,000 | 577,800 | Quarterly | At final maturity | Cia Ultragaz |
| CCB | CDI | 104.0% | N/A | Mar/25 | Mar/27 | R$ 360,000 | 360,000 | Quarterly | At final maturity | Cia Ultragaz |
| FNE | IPCA | 2.9% | 69.7% of DI | Feb/25 | Nov/41 | R$ 100,976 | 100,976 | Monthly w/ grace period | 2028 to 2041 | Ultracargo Logística |
a. Trade payables
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Domestic suppliers | 1,873,573 | 2,558,813 |
| Trade payables - domestic related parties (see Note 8.b) | 30,269 | 23,432 |
| Foreign suppliers | 363,373 | 776,052 |
| Trade payables - foreign related parties (see Note 8.b) | 99,449 | 160,088 |
| 2,366,664 | 3,518,385 |
b. Trade payables - reverse factoring
As of March 31, 2025, to accurately reflect the essence of commercial transactions, the balance reverse factoring transactions for which suppliers have already received payments was R$ 1,167,001 (R$ 1,014,504 as of December 31, 2024). The average payment term, in days, of suppliers that have joined the reverse factoring transactions and comparable suppliers is presented below:
| Consolidated — Reverse factoring | Comparable suppliers 1 | |
|---|---|---|
| Average payment term | 14 | 8 |
1 Comparable suppliers are those that have not adhered to reverse financing agreements, considering specific characteristics of payment conditions.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Post-employment benefits (Consolidated)
Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.
The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of March 31, 2025.
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Health and dental care plan (1) | 180,749 | 177,958 |
| Indemnification of FGTS | 33,657 | 32,420 |
| Seniority bonus | 1,859 | 1,795 |
| Life insurance (2) | 10,987 | 10,703 |
| Total | 227,252 | 222,876 |
| Current | 24,098 | 24,098 |
| Non-current | 203,154 | 198,778 |
| (1) | Applicable to Ipiranga, Tropical (merged by Ipiranga) and Iconic. |
|---|---|
| (2) | Applicable to Ipiranga , Tropical (merged by Ipiranga ), Ultragaz and Ultrapar . |
42
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Provisions for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:
| Provisions | Balance as of 12/31/2024 | Additions | Reversals | Payments | Interest | Balance as of 03/31/2025 |
|---|---|---|---|---|---|---|
| IRPJ and CSLL | 32,946 | 62 | ‐ | (95) | 101 | 33,014 |
| Tax | 67,082 | 962 | (814) | (7,247) | 441 | 60,424 |
| Civil, environmental and regulatory claims | 161,972 | 3,669 | (680) | (1,365) | 18 | 163,614 |
| Provision for indemnities | 206,808 | 314 | (7,731) | ‐ | 1,958 | 201,349 |
| Labor | 54,169 | 6,391 | (1,575) | (572) | 301 | 58,714 |
| Others | 135,383 | ‐ | ‐ | ‐ | 1,224 | 136,607 |
| Total | 658,360 | 11,398 | (10,800) | (9,279) | 4,043 | 653,722 |
| Current | 47,788 | 51,277 | ||||
| Non-current | 610,572 | 602,445 |
Balance of escrow deposits by nature are as follows:
| 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Tax | 316,679 | 306,593 |
| Labor | 22,574 | 24,070 |
| Civil and others | 62,260 | 115,413 |
| 401,513 | 446,076 |
In the quarter ended March 31, 2025, the monetary variation on escrow deposits amounted to R$ 9,039 (R$ 10,077 as of March 31, 2024), recorded as financial income in the statement of income for the period.
Regarding the provision for indemnities, as a result of the sale of Oxiteno, completed on April 1, 2022, Ultrapar assumed contractual liability for losses related to acts prior to the closing of the transaction. Thus, the provision for the reimbursement to Indorama was recorded, in the event the losses materialize, in the amount of R$ 169,402 as of March 31, 2025 (R$ 174,408 as of December 31, 2024), of which R$ 96,168 (R$ 95,274 as of December 31, 2024) for labor claims, R$ 25,674 (R$ 26,074 as of December 31, 2024) for civil claims and R$ 47,560 (R$ 53,060 as of December 31, 2024) for tax claims.
Regarding the sale of Extrafarma, completed on August 1, 2022, whose liability for losses prior to the transaction was assumed by subsidiary Ipiranga, the provision for reimbursement to Pague Menos, in the event the losses materialize, totaled R$ 31,947 as of March 31, 2025 (R$ 32,400 as of December 31, 2024), of which R$ 12,078 (R$12,074 as of December 31, 2024) for labor claims, R$ 6,397 (R$7,007 as of December 31, 2024) for civil claims and R$ 13,473 (R$ 13,319 as of December 31, 2024) for tax claims.
43
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties to administrative and legal proceedings for tax, civil and labor claims which, based on the assessment of the legal departments and the advice of external legal advisors, were classified as a possible loss. Due to this classification, no provision for these contingencies was recorded in the interim financial information.
The contingent liabilities, classified as possible loss, by nature are as follows:
| Contingent liabilities (possible) | 03/31/2025 | 12/31/2024 |
|---|---|---|
| Tax (b.1) | 5,520,466 | 4,176,046 |
| Civil (b.2) | 830,491 | 815,203 |
| Labor | 301,190 | 293,938 |
| 6,652,147 | 5,285,187 |
b.1 Contingent tax liabilities
The Company and its subsidiaries are also parties to administrative and legal proceedings involving IRPJ, CSLL, PIS and COFINS, mainly related to denial of offset claims and disallowance of tax credits. The total amount of these contingencies amounted to R$ 3,413,143 as of March 31, 2025 (R$ 2,049,421 as of December 31, 2024).
Among the most relevant cases, a tax assessment related to IRPJ and CSLL stands out, resulting from the alleged undue amortization of goodwill generated on the acquisition of Ipiranga in 2007, amounting to R$ 270,821 as of March 31, 2025 (R$ 266,619 as of December 31, 2024).
Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to discussions of ICMS, in the consolidated amount of R$ 1,634,222 as of March 31, 2025 (R$ 1,357,445 as of December 31, 2024). The main discussions include: i) credits considered undue in the amount of R$ 147,399 as of March 31, 2025 (R$ 145,126 as of December 31, 2024), ii) alleged non-payment in the amount of R$ 208,530 as of March 31, 2025 (R$ 203,531 as of December 31, 2024); iii) conditioned fruition of tax incentive in the amount of R$ 195,896 as of March 31, 2025 (R$ 191,549 as of December 31, 2024); iv) inventory differences in the amount of R$ 287,472 as of March 31, 2025 (R$ 279,448 as of December 31, 2024); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 229,501 as of March 31, 2025 (R$ 223,691 as of December 31, 2024); vi) disallowance of credits on interstate transfers in the amount of R$ 253,418 as of March 31, 2025 (R$ 0 as of December 31, 2024).
In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity, in the amount of R$ 199,126 as of March 31, 2025 (R$ 194,508 as of December 31, 2024).
b.2 Contingent civil liabilities
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 830,491 as of March 31, 2025 (R$ 815,203 as of December 31, 2024), mainly represented by the following proceedings involving subsidiary Cia. Ultragaz: (i) administrative proceedings filed by CADE, referring to alleged anti-competitive practices in municipalities in the Triângulo Mineiro region in 2001. At the administrative level, Cia. Ultragaz was ordered to pay a fine, in the updated amount of R$ 38,322 as of March 31, 2025 (R$ 38,005 as of December 31, 2024). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed; and (ii) lawsuits filed by resellers, who are seeking indemnity, in addition to the nullity and termination of distribution contracts, totaling R$ 161,279 as of March 31, 2025 (R$ 187,460 as of December 31, 2024).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
c. Lubricants operation between Ipiranga and Chevron
The provisions of shareholder Chevron’s liability amount to R$ 36,397 (R$ 36,146 as of December 31, 2024), for which an indemnification asset was recorded, comprising R$ 32,55 as of March 31, 2025 (R$ 32,380 as of December 31, 2024) for tax claims and R$ 3,620 (R$ 3,544 as of December 31, 2024) for labor claims.
Additionally, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized, with a current balance of R$ 89,952 as of March 31, 2025 (R$ 89,952 as of December 31, 2024). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.
On February 28, 2024, August 7, 2024 and February 26, 2025, the Board of Directors confirmed the issuance of 191,778, 35,235 and 67,679, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.
As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 775,291 shares linked to the subscription warrants – indemnification were canceled and not issued. As of March 31, 2025, R$ 3,666 was recorded as financial expense (financial expense of R$ 6,623 as of March 31, 2024) due to the update of subscription warrants, and 2,938,962 shares linked to subscription warrants – indemnification remain retained which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 50,286 (R$ 47,745 as of December 31, 2024).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Share capital
As of March 31, 2025, the subscribed and paid-up capital consists of 1,115,507,182 common shares with no par value (1,115,439,503 as of December 31, 2024), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
On February 26, 2025, the Board of Directors confirmed the issuance of 67,679 common shares within the authorized capital limit provided by art. 6 of the Company's Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company at the time of the merger of all Extrafarma shares into the Company, approved by the Company’s Extraordinary General Meeting held on January 31, 2014.
The price of the outstanding shares on B3 as of March 31, 2025 was R$ 17.11 (R$ 15.88 as of December 31, 2024).
As of March 31, 2025, there were 66,272,789 common shares outstanding abroad in the form of ADRs (65,757,889 shares as of December 31, 2024).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of March 31, 2025, the balance of treasury shares granted with right of use was 14,083,439 common shares (14,083,439 as of December 31, 2024).
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.
On November 28, 2024, the Company's Board of Directors approved a buyback program of shares issued by the Company, effective for twelve months starting on December 2, 2024 and limited to a maximum of 25,000,000 common shares. In 2024, 8,900,000 shares were acquired at an average cost of R$ 16.74 per share and, in 2025, 6,874,500 shares were acquired at an average cost of R$ 16.64 per share.
As of March 31, 2025, the balance was R$ 710,699 (R$ 596,400 as of December 31, 2024) and 26,157,971 common shares (19,283,471 as of December 31, 2024) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 17.66 per share.
| 03/31/2025 | |
|---|---|
| Balance of unrestricted shares held in treasury | 26,157,971 |
| Balance of treasury shares granted with right of use | 14,083,439 |
| Total balance of treasury shares as of March 31, 2025 | 40,241,410 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
d. Capital reserve
The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 28, 2024, August 7, 2024 and February 26, 2025, there was an increase in the reserve in the amounts of R$ 5,631, R$ 821 and R$ 1,126, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).
e. Approval of dividends
On February 26, 2024, the Board of Directors approved the distribution of dividends in the amount of R$ 493,301 (R$ 0.45 per share), paid on March 14, 2025, without remuneration or monetary variation. Of this amount, R$ 285,180 (R$0.26 per share) refer to minimum mandatory dividends and R$ 208,121 (R$0.19 per share) to additional dividends to the minimum mandatory dividends.
| 03/31/2025 | 03/31/2024 | |
|---|---|---|
| Sales revenue: | ||
| Merchandise | 34,054,088 | 31,238,442 |
| Services rendered and others | 457,288 | 420,588 |
| Electricity (1) | 160,741 | ‐ |
| Sales returns, rebates and discounts | (224,040) | (249,380) |
| Amortization of contract assets | (105,489) | (132,658) |
| 34,342,588 | 31,276,992 | |
| Taxes on sales | (1,013,326) | (881,090) |
| Net revenue | 33,329,262 | 30,395,902 |
(1 ) Refers to revenue from the sale of electricity of subsidiary Witzler, acquired by Ultragaz in 2024. For further information, see Note 27.b.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The Company presents its results by nature in the consolidated statement of income and details below its costs, expenses and other operating results by nature:
| Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|
| Raw materials and materials for use and consumption | ‐ | (1,560) | (30,636,655) | (27,820,663) |
| Purchase of electricity (a) | ‐ | ‐ | (128,842) | ‐ |
| Personnel expenses | (68,756) | (55,758) | (638,651) | (596,271) |
| Freight and storage | ‐ | (469) | (277,248) | (314,504) |
| Decarbonization obligation (b) | ‐ | ‐ | (116,422) | (182,284) |
| Services provided by third parties | (21,319) | (23,961) | (169,545) | (165,948) |
| Depreciation and amortization | (4,087) | (3,122) | (225,684) | (208,704) |
| Amortization of right-of-use assets | (750) | (604) | (78,387) | (71,071) |
| Advertising and marketing | (302) | (249) | (29,687) | (38,012) |
| Other expenses and income, net | (7,110) | 31,749 | (92,940) | (84,820) |
| SSC/Holding expenses | 89,239 | 76,604 | ‐ | ‐ |
| Total | (13,085) | 22,630 | (32,394,061) | (29,482,277) |
| Classified as: | ||||
| Cost of products and services sold | ‐ | ‐ | (31,187,631) | (28,334,690) |
| Selling and marketing | ‐ | ‐ | (601,565) | (569,000) |
| General and administrative | (12,635) | (12,588) | (518,362) | (440,800) |
| Other operating income (expenses), net | (450) | 35,218 | (86,503) | (137,787) |
| Total | (13,085) | 22,630 | (32,394,061) | (29,482,277) |
(a) Refers to the purchase of electricity of subsidiary Witzler, acquired by Ultragaz in 2024. For further information, see Note 27.b.
(b) Refers to the obligation established by the RenovaBio program to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. For further information, see Note 14.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| Parent — 03/31/2025 | 03/31/2024 | Consolidated — 03/31/2025 | 03/31/2024 | |
|---|---|---|---|---|
| Financial income: | ||||
| Interest on financial investments | 11,606 | 12,873 | 114,825 | 99,950 |
| Interest from customers | ‐ | ‐ | 43,550 | 37,712 |
| Selic interest on PIS/COFINS credits | ‐ | 3 | 10,222 | 10,792 |
| Update of provisions and other income | 5,675 | 6,870 | 8,293 | 11,741 |
| 17,281 | 19,746 | 176,890 | 160,195 | |
| Financial expenses: | ||||
| Interest on loans, financing and financial instruments | (428) | (293) | (338,581) | (261,567) |
| Interest on leases payable | (180) | (183) | (32,878) | (33,547) |
| Update of subscription warrants (see Note 19) | (3,666) | (6,623) | (3,666) | (6,623) |
| Bank charges, financial transactions tax, and other taxes | (267) | (503) | (21,019) | (36,396) |
| Foreign exchange variations, net of gain (loss) on derivative financial instruments | ‐ | ‐ | 65,377 | (90,636) |
| Update of provisions, net, and other expenses | (46) | (11,040) | (26,092) | (14,195) |
| (4,587) | (18,642) | (356,859) | (442,964) | |
| Total | 12,694 | 1,104 | (179,969) | (282,769) |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.
| 03/31/2025 | 03/31/2024 | |
|---|---|---|
| Basic earnings per share | ||
| Net income for the year of the Company | 332,846 | 431,474 |
| Weighted average number of shares outstanding (in thousands) | 1,093,932 | 1,099,019 |
| Basic earnings per share - R$ | 0.3043 | 0.3926 |
| Diluted earnings per share | ||
| Net income for the year of the Company | 332,846 | 431,474 |
| Weighted average number of outstanding shares (in thousands), including dilution effects | 1,110,955 | 1,111,626 |
| Diluted earnings per share - R$ | 0.2996 | 0.3881 |
| Weighted average number of shares (in thousands) | ||
| Weighted average number of shares for basic earnings per share | 1,093,932 | 1,099,019 |
| Dilution effect | ||
| Subscription warrants | 2,939 | 3,095 |
| Stock plan | 14,084 | 9,512 |
| Weighted average number of shares for diluted earnings per share | 1,110,955 | 1,111,626 |
Earnings per share were adjusted retrospectively by the issuance of 2,924,003 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.
The main segments are presented in the table below:
| Segment | Main activities |
|---|---|
| Ultragaz | Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas. |
| Ipiranga | Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments. |
| Ultracargo | Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil. |
a. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:
| 03/31/2025 | 03/31/2024 | |
|---|---|---|
| Net revenue from sales and services: | ||
| Brazil | 33,169,116 | 29,705,047 |
| Europe | 3,205 | 20,519 |
| United States of America and Canada | 89,156 | 558,748 |
| Other Latin American countries | 37,264 | 57,957 |
| Others | 30,521 | 53,631 |
| Total | 33,329,262 | 30,395,902 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
b. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows.
| 03/31/2025 — Profit or loss | Ipiranga | Ultragaz | Ultracargo | Others (1) (2) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Transactions with third parties | 30,234,356 | 2,863,102 | 231,649 | 155 | 33,329,262 | ‐ | 33,329,262 |
| Intersegment transactions | 28 | 291 | 38,982 | 1,901 | 41,202 | (41,202) | ‐ |
| Cost of products and services sold | (28,805,594) | (2,327,868) | (103,456) | ‐ | (31,236,918) | 49,287 | (31,187,631) |
| Gross profit | 1,428,790 | 535,525 | 167,175 | 2,056 | 2,133,546 | 8,085 | 2,141,631 |
| Operating income (expenses) | |||||||
| Selling and marketing | (451,816) | (149,264) | (2,239) | ‐ | (603,319) | 1,754 | (601,565) |
| General and administrative | (309,999) | (98,547) | (39,746) | (61,711) | (510,003) | (8,359) | (518,362) |
| Results from disposal of property, plant and equipment and intangible assets | 5,452 | (228) | 51 | 32 | 5,307 | ‐ | 5,307 |
| Other operating income (expenses), net | (104,824) | 15,560 | 2,378 | 383 | (86,503) | ‐ | (86,503) |
| Operating income (loss) | 567,603 | 303,046 | 127,619 | (59,240) | 939,028 | 1,480 | 940,508 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (2,000) | 158 | 1,388 | (148,629) | (149,083) | ‐ | (149,083) |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | (403) | ‐ | (403) | ‐ | (403) |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | (2,000) | 158 | 985 | (148,629) | (149,486) | ‐ | (149,486) |
| Income (loss) before financial result and income and social contribution taxes | 565,603 | 303,204 | 128,604 | (207,869) | 789,542 | 1,480 | 791,022 |
| Depreciation and amortization (a) | (107,228) | (81,813) | (29,299) | (4,834) | (223,174) | 1,476 | (221,698) |
| Amortization of contractual assets with customers - exclusivity rights | (105,488) | (1) | ‐ | ‐ | (105,489) | ‐ | (105,489) |
| Amortization of right-of-use assets | (53,450) | (16,369) | (7,818) | (750) | (78,387) | ‐ | (78,387) |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | (403) | ‐ | (403) | ‐ | (403) |
| Total depreciation and amortization | (266,166) | (98,183) | (37,520) | (5,584) | (407,453) | 1,476 | (405,977) |
(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 3,986.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| 03/31/2024 — Profit or loss | Ipiranga | Ultragaz | Ultracargo | Others (1)(2) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Transactions with third parties | 27,693,226 | 2,499,705 | 202,542 | 429 | 30,395,902 | ‐ | 30,395,902 |
| Intersegment transactions | 56 | 198 | 60,683 | 1,126 | 62,063 | (62,063) | ‐ |
| Cost of products and services sold | (26,312,921) | (1,985,309) | (92,138) | ‐ | (28,390,368) | 55,678 | (28,334,690) |
| Gross profit | 1,380,361 | 514,594 | 171,087 | 1,555 | 2,067,597 | (6,385) | 2,061,212 |
| Operating income (expenses) | |||||||
| Selling and marketing | (434,356) | (131,081) | (3,552) | (11) | (569,000) | ‐ | (569,000) |
| General and administrative | (273,652) | (80,391) | (42,206) | (52,412) | (448,661) | 7,861 | (440,800) |
| Results from disposal of property, plant and equipment and intangible assets | 36,453 | 311 | (3) | 47 | 36,808 | ‐ | 36,808 |
| Other operating income (expenses), net | (165,130) | 4,296 | 1,690 | 21,357 | (137,787) | ‐ | (137,787) |
| Operating income (loss) | 543,676 | 307,729 | 127,016 | (29,464) | 948,957 | 1,476 | 950,433 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (2,080) | (3) | 1,460 | (2,461) | (3,084) | ‐ | (3,084) |
| Income (loss) before financial result and income and social contribution taxes | 541,596 | 307,726 | 128,476 | (31,925) | 945,873 | 1,476 | 947,349 |
| Depreciation and amortization (a) | (97,972) | (76,741) | (29,417) | (3,965) | (208,095) | 1,477 | (206,618) |
| Amortization of contractual assets with customers - exclusivity rights | (132,318) | (340) | ‐ | ‐ | (132,658) | ‐ | (132,658) |
| Amortization of right-of-use assets | (47,256) | (15,875) | (7,324) | (616) | (71,071) | ‐ | (71,071) |
| Total depreciation and amortization | (277,546) | (92,956) | (36,741) | (4,581) | (411,824) | 1,477 | (410,347) |
(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 2,086.
(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 47,889 in 2025 (R$ 40,624 in 2024) of expenses related to Ultrapar's holding structure.
(2) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos and share of profit (loss) of joint ventures RPR and subsidiary Hidrovias.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
c. Assets by segment
| 03/31/2025 — Assets | Ipiranga | Ultragaz | Ultracargo | Others (3) | Subtotal Segments | Total |
|---|---|---|---|---|---|---|
| Investments | 140,610 | 5,065 | 217,120 | 1,661,730 | 2,024,525 | 2,024,525 |
| Property, plant and equipment | 3,301,521 | 1,574,885 | 2,295,507 | 79,105 | 7,251,018 | 7,251,018 |
| Intangible assets | 1,191,121 | 327,331 | 282,864 | 272,461 | 2,073,777 | 2,073,777 |
| Right-of-use assets | 883,976 | 146,971 | 605,960 | 6,851 | 1,643,758 | 1,643,758 |
| Other current and non-current assets | 18,680,557 | 2,561,053 | 439,829 | 3,080,080 | 24,761,519 | 24,761,519 |
| Total assets (excluding intersegment transactions) | 24,197,785 | 4,615,305 | 3,841,280 | 5,100,227 | 37,754,597 | 37,754,597 |
| 12/31/2024 — Assets | Ipiranga | Ultragaz | Ultracargo | Others (3) | Subtotal Segments | Total |
|---|---|---|---|---|---|---|
| Investments | 146,450 | 1,042 | 216,134 | 1,785,007 | 2,148,633 | 2,148,633 |
| Property, plant and equipment | 3,282,469 | 1,566,376 | 2,157,663 | 129,458 | 7,135,966 | 7,135,966 |
| Intangible assets | 1,017,405 | 333,652 | 283,598 | 273,675 | 1,908,330 | 1,908,330 |
| Right-of-use assets | 911,783 | 152,024 | 599,853 | 7,664 | 1,671,324 | 1,671,324 |
| Other current and non-current assets | 20,944,583 | 2,156,708 | 393,368 | 3,199,162 | 26,693,821 | 26,693,821 |
| Total assets (excluding intersegment transactions) | 26,302,690 | 4,209,802 | 3,650,616 | 5,394,966 | 39,558,074 | 39,558,074 |
(3) The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos and share of profit (loss) of joint venture RPR.
Classes and categories of financial instruments and their fair values
The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:
(a) Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities;
(b) Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
(c) Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| March 31, 2025 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Carrying value — Total | Fair value |
|---|---|---|---|---|---|---|
| Financial assets: | ||||||
| Cash and cash equivalents | ||||||
| Cash and banks | 4.a | - | ‐ | 274,293 | 274,293 | 274,293 |
| Securities and funds in local currency | 4.a | - | ‐ | 1,048,012 | 1,048,012 | 1,048,012 |
| Securities and funds in foreign currency | 4.a | - | ‐ | 113,783 | 113,783 | 113,783 |
| Financial investments | ||||||
| Securities and funds in local currency | 4.b | Level 2 | 1,077,382 | ‐ | 1,077,382 | 1,077,382 |
| Securities and funds in foreign currency | 4.b | - | ‐ | 2,674,591 | 2,674,591 | 2,674,591 |
| Derivative instruments | 4.b | Level 2 | 805,713 | ‐ | 805,713 | 805,713 |
| Energy trading futures contracts | 26.h | Level 2 | 731,515 | ‐ | 731,515 | 731,515 |
| Trade receivables | 5.a | - | ‐ | 3,910,541 | 3,910,541 | 3,910,541 |
| Reseller financing | 5.a | - | ‐ | 1,368,578 | 1,368,578 | 1,368,578 |
| Related parties | 8 | - | - | 52,159 | 52,159 | 52,159 |
| Other receivables and other assets | - | - | ‐ | 381,638 | 381,638 | 381,638 |
| Total | 2,614,610 | 9,823,595 | 12,438,205 | 12,438,205 | ||
| Financial liabilities: | ||||||
| Financing | 15.a | Level 2 | 1,390,758 | 6,495,237 | 7,885,995 | 7,788,196 |
| Debentures | 15.a | Level 2 | 3,960,690 | 1,289,851 | 5,250,541 | 5,262,081 |
| Derivative instruments | 15.a | Level 2 | 419,391 | ‐ | 419,391 | 419,391 |
| Energy trading futures contracts | 26.h | Level 2 | 431,636 | ‐ | 431,636 | 431,636 |
| Trade payables | 16.a | - | ‐ | 2,366,664 | 2,366,664 | 2,366,664 |
| Trade payables - reverse factoring | 16.b | - | ‐ | 1,167,001 | 1,167,001 | 1,167,001 |
| Subscription warrants – indemnification | 19 | Level 1 | 50,286 | ‐ | 50,286 | 50,286 |
| Financial liabilities of customers | - | - | ‐ | 151,078 | 151,078 | 151,078 |
| Contingent consideration | - | - | - | 41,179 | 41,179 | 41,179 |
| Related parties | 8 | - | - | 3,516 | 3,516 | 3,516 |
| Other payables | - | - | ‐ | 150,369 | 150,369 | 150,369 |
| Total | 6,252,761 | 11,664,895 | 17,917,656 | 17,831,397 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| December 31, 2024 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Carrying value — Total | Fair value |
|---|---|---|---|---|---|---|
| Financial assets: | ||||||
| Cash and cash equivalents | ||||||
| Cash and banks | 4.a | - | ‐ | 405,840 | 405,840 | 405,840 |
| Securities and funds in local currency | 4.a | - | ‐ | 1,286,152 | 1,286,152 | 1,286,152 |
| Securities and funds in foreign currency | 4.a | - | ‐ | 379,601 | 379,601 | 379,601 |
| Financial investments | ||||||
| Securities and funds in local currency | 4.b | Level 2 | 2,271,979 | ‐ | 2,271,979 | 2,271,979 |
| Securities and funds in foreign currency | 4.b | - | ‐ | 2,854,126 | 2,854,126 | 2,854,126 |
| Derivative instruments | 4.b | Level 2 | 833,986 | ‐ | 833,986 | 833,986 |
| Energy trading futures contracts | 26.h | Level 2 | 404,695 | ‐ | 404,695 | 404,695 |
| Trade receivables | 5.a | - | ‐ | 3,913,004 | 3,913,004 | 3,913,004 |
| Reseller financing | 5.a | - | ‐ | 1,404,883 | 1,404,883 | 1,404,883 |
| Related parties | 8 | - | - | 48,309 | 48,309 | 48,309 |
| Other receivables and other assets | - | - | ‐ | 386,853 | 386,853 | 386,853 |
| Total | 3,510,660 | 10,678,768 | 14,189,428 | 14,189,428 | ||
| Financial liabilities: | ||||||
| Financing | 15.a | Level 2 | 2,085,149 | 7,004,027 | 9,089,176 | 8,871,550 |
| Debentures | 15.a | Level 2 | 3,468,647 | 1,302,687 | 4,771,334 | 4,728,701 |
| Derivative instruments | 15.a | Level 2 | 441,600 | ‐ | 441,600 | 441,600 |
| Energy trading futures contracts | 26.h | Level 2 | 114,776 | ‐ | 114,776 | 114,776 |
| Trade payables | 16.a | - | - | 3,518,385 | 3,518,385 | 3,518,385 |
| Trade payables - reverse factoring | 16.b | - | ‐ | 1,014,504 | 1,014,504 | 1,014,504 |
| Subscription warrants – indemnification | 19 | Level 1 | 47,745 | ‐ | 47,745 | 47,745 |
| Financial liabilities of customers | - | - | ‐ | 180,225 | 180,225 | 180,225 |
| Contingent consideration | 28.a | Level 3 | 42,186 | 52,988 | 95,174 | 95,174 |
| Related parties | 8 | - | - | 3,516 | 3,516 | 3,516 |
| Other payables | - | - | ‐ | 171,520 | 171,520 | 171,520 |
| Total | 6,200,103 | 13,247,852 | 19,447,955 | 19,187,696 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The fair value of financial instruments measured at Levels 2 and 3 is described below:
Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.
Energy trading futures contracts: The fair value considers: ( i ) the prices established in recent purchases and sales; (ii) supply risk margin; and (iii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.
Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.
Financial risk management
The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.
Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.
The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.
The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:
| Risks | Exposure origin | Management |
|---|---|---|
| Market risk - exchange rate | Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin. | Seek exchange rate neutrality, using hedging instruments if applicable. |
| Market risk - interest rate | Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities. | Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate. |
| Market risk - commodity prices | Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, statement of financial position and cash flow. | Hedging instruments, if applicable. |
| Credit risk | Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification. | Diversification and monitoring of counterparty’s solvency and liquidity indicators. |
| Liquidity risk | Possibility of inability to honor obligations, including guarantees, and incurring losses. | For cash management: financial investments liquidity. For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage. |
a. Market risk - exchange and interest rates
Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.
The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.
As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:
| Note | Currency | Exchange rate — 03/31/2025 | 12/31/2024 | Index | Interest rate — 03/31/2025 | 12/31/2024 | |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash, cash equivalents, and financial investments | 4.a | USD | 2,810,362 | 3,428,520 | DI | 2,125,394 | 3,558,131 |
| Trade receivables, net of allowance for expected credit losses and inventories | 5.a | USD | 46,924 | 27,393 | - | ‐ | ‐ |
| Trade receivables - sale of subsidiaries | 5.c | BRL/ USD | ‐ | 93,821 | DI | ‐ | ‐ |
| Other assets in foreign currency | - | USD | 11,296 | 21,028 | - | ‐ | ‐ |
| 2,868,582 | 3,570,762 | 2,125,394 | 3,558,131 | ||||
| Liabilities | |||||||
| Loans, financing and debentures (1) | 15.a | USD/ EUR/ JPY | (5,984,519) | (6,681,657) | DI | (3,272,426) | (3,515,010) |
| Loans – FINEP | 15.a | ‐ | ‐ | TJLP | (526) | (679) | |
| Payables arising from imports | 16.a | USD | (462,822) | (936,140) | - | ‐ | ‐ |
| Other liabilities in foreign currency | - | USD | (11,619) | (41,298) | ‐ | ‐ | ‐ |
| (6,458,960) | (7,659,095) | ‐ | (3,272,952) | (3,515,689) | |||
| Derivative instruments | 26.f | USD / EUR / JPY | 3,145,069 | 3,470,855 | DI | (6,239,307) | (6,380,131) |
| (445,309) | (617,478) | ‐ | (7,386,865) | (6,337,689) | |||
| Net liability position - effect on equity | ‐ | ‐ | ‐ | ‐ | ‐ | ||
| Net liability position - effect on profit or loss | (445,309) | (617,478) | ‐ | (7,386,865) | (6,337,689) |
(1) Gross transaction costs of R$ 7,246 (R$ 7,807 as of December 31, 2024) and discount on notes in the foreign market of R$ 4,530 (R$ 5,246 as of December 31, 2024).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
Sensitivity analysis with devaluation of the Real and interest rate increase
| Exchange rate - Real devaluation ( i ) | Interest rate increase (ii) | |
|---|---|---|
| Effect on profit or loss | (16,511) | (37,135) |
| Total | (16,511) | (37,135) |
(i) The average U.S. dollar rate of R$ 5.9521 was used for the sensitivity analysis, based on future market curves as of March 31, 2025 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 5.7422. The table above shows the effects of the exchange rate changes on the net liability position of R$ 445,309 (or US$ 77,550 using the closing rate) in foreign currency as of March 31, 2025.
(ii) For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 12.52% and the sensitivity rate was 14.73% according to reference rates made available by B3.
b. Market risk - commodity prices
The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.
The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product .
To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.
| Derivative | Fair value (R$ thousand) — 03/31/2025 | 12/31/2024 | Possible scenario (∆ of 10% - R$ thousand) — 03/31/2025 | 12/31/2024 |
|---|---|---|---|---|
| Commodity forward | (14,542) | (7,707) | (87,620) | (12,430) |
(1) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of March 31, 2025 and December 31, 2024, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year. For further information, see Note 26.f.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
c. Credit risk
Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.
c.1 Financial institutions and government
The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of March 31, 2025, by counterparty rating, is summarized below:
| Counterparty credit rating | Fair value — 03/31/2025 | 12/31/2024 |
|---|---|---|
| AAA | 5,447,823 | 7,557,385 |
| AA | 498,498 | 305,686 |
| A | 3,000 | 3,668 |
| Others | 44,453 | 164,945 |
| Total | 5,993,774 | 8,031,684 |
c.2 Trade receivables
Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.
The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.
For further information on the allowance for expected credit losses, see Note 5.b.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
d. Liquidity risk
Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.
The main sources of liquidity of the Company and its subsidiaries arise from:
(i) cash and financial investments;
(ii) cash flow generated by its operations; and
(iii) loans.
The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of March 31, 2025, the Company and its subsidiaries had R$ 2,737,418 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).
The table below presents a summary of financial liabilities and leases payable as of March 31, 2025 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:
| Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Loans including future contractual interest (1) (2) | 3,834,093 | 7,572,536 | 3,842,710 | 1,618,389 | 16,867,728 |
| Derivative instruments (3) | 271,673 | 617,544 | 55,308 | ‐ | 944,525 |
| Trade payables | 2,366,664 | ‐ | ‐ | ‐ | 2,366,664 |
| Trade payables - reverse factoring | 1,167,001 | ‐ | ‐ | ‐ | 1,167,001 |
| Leases payable | 420,485 | 522,906 | 342,265 | 906,327 | 2,191,983 |
| Financial liabilities of customers | 30,549 | 134,647 | ‐ | ‐ | 165,196 |
| Other payables | 141,419 | 14,794 | ‐ | ‐ | 156,213 |
| 8,231,884 | 8,862,427 | 4,240,283 | 2,524,716 | 23,859,310 |
(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of March 31, 2025 .
(2) Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.
(3) The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of March 31, 2025. In the table above, only the derivative instruments with negative results at the time of settlement were considered.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
e. Capital management
The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.
Capital structure is comprised of net debt (loans and financing, including debentures, according to Note 15 and leases payable according to Note 12.b, after deduction of cash, cash equivalents and financial investments, according to Note 4), and equity.
The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.
The leverage ratio at the end of the period/year is as follows:
| Consolidated — 03/31/2025 | 12/31/2024 | |
|---|---|---|
| Gross debt (a) | 15,038,157 | 15,787,262 |
| Cash, cash equivalents, and short-term investments (b) | 5,993,774 | 8,031,684 |
| Net debt = (a) - (b) | 9,044,383 | 7,755,578 |
| Equity | 15,890,406 | 15,823,444 |
| Net debt-to-equity ratio | 56.92% | 49.01% |
f. Selection and use of derivative financial instruments
In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.
Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (2) | Fair value as of 03/31/2025 | Gains (losses) as of 03/31/2025 | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 03/31/2025 | Assets | Liabilities | Profit or loss | Fair value adjustment of debt - R$ | ||
| Foreign exchange swap (1) | USD + 5.44% | 106.0% of DI | Mar/26 | USD 166,336 | 40,742 | (7,535) | (65,976) | (15,904) |
| Foreign exchange swap (1) | EUR + 5.02% | 107.2% of DI | - | EUR 139,608 | ‐ | ‐ | (31,009) | (1,520) |
| Foreign exchange swap (1) | JPY + 1.50% | 109.4% of DI | - | JPY 12,564,393 | ‐ | ‐ | (30,283) | 323 |
| Foreign exchange swap (1) | SOFR + 0.93% | 103.3% of DI | Feb/26 | USD 104,535 | 476 | (27,971) | (26,678) | - |
| Interest rate swap (1) | IPCA + 5.13% | 104.5% of DI | Jun/32 | BRL 2,660,000 | 316,659 | ‐ | 94,295 | 70,780 |
| Interest rate swap (1) | IPCA + 2.93% | 69.5% of DI | Nov/41 | BRL 252,441 | ‐ | (5,905) | (2,765) | (24,102) |
| Interest rate swap (1) | 11.17% | 104.3% of DI | Jul/27 | BRL 525,791 | ‐ | (40,891) | 10,913 | - |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | Nov/25 | USD 45,235 | 2,670 | (21,128) | (14,753) | ‐ |
| NDF (1) | BRL | USD | Jun/25 | USD 2,836 | 1,553 | (940) | 3,226 | ‐ |
| Total - designated | 362,100 | (104,370) | (63,030) | 29,577 | ||||
| Derivatives not designated as hedge accounting | ||||||||
| Foreign exchange swap | USD + 0.00% | 52.5% CDI | Jun/29 | USD 300,000 | 414,139 | ‐ | (73,842) | ‐ |
| NDF | USD | BRL | Jun/25 | USD 42,927 | 561 | (4,649) | (22,021) | ‐ |
| Commodity forward | BRL | Heating Oil/ RBOB | Apr/25 | USD 26,528 | 26,306 | (816) | 18,759 | ‐ |
| Interest rate swap | USD + 5.25% | CDI -1.4% | Jun/29 | USD 300,000 | ‐ | (309,556) | (2,809) | ‐ |
| Total - not designated | 441,006 | (315,021) | (79,913) | ‐ | ||||
| Total | 803,106 | (419,391) | (142,943) | 29,577 |
(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Currency as indicated.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (2) | Fair value as of 03/31/2024 | Gains (losses) as of 03/31/2024 | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 03/31/2024 | Assets | Liabilities | Profit or loss | Fair value adjustment of debt - R$ | ||
| Foreign exchange swap (1) | USD + 3.28% | 53.60% of DI | - | - | ‐ | ‐ | 5,581 | ‐ |
| Foreign exchange swap (1) | USD + 5.47% | 110.02% of DI | Sept/25 | USD 206,067 | ‐ | (65,532) | 14,179 | 13,661 |
| Foreign exchange swap (1) | EUR + 5.20% | 109.44% of DI | Mar/25 | EUR 120,147 | 65 | (2,046) | (1,560) | 55 |
| Foreign exchange swap (1) | JPY + 1.50% | 109.30% of DI | Mar/25 | JPY 16,324,393 | ‐ | (87,259) | (29,161) | (6,089) |
| Interest rate swap (1) | IPCA + 5.03% | 102.87% of DI | Jun/32 | BRL 3,226,054 | 597,187 | ‐ | (36,253) | (52,753) |
| Interest rate swap (1) | 10.48% | 103.64% of DI | Jul/27 | BRL 615,791 | 5,808 | (3,391) | (8,118) | (5,576) |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | May/24 | USD 568 | 3,661 | (1,302) | (43,863) | ‐ |
| NDF (1) | BRL | USD | Dec/24 | USD 59,103 | 166 | (1,241) | (8,026) | ‐ |
| Total - designated | 606,887 | (160,771) | (107,221) | (50,702) | ||||
| Derivatives not designated as hedge accounting | ||||||||
| Foreign exchange swap | USD + 0.00% | 52.53% CDI | Jun/29 | USD 300,000 | 201,596 | ‐ | 11,775 | ‐ |
| NDF | USD | BRL | May/24 | USD 68,561 | 424 | (651) | 19,685 | ‐ |
| Commodity forward | BRL | Heating Oil/ RBOB | Dec/24 | USD 137,355 | 13,942 | (7,957) | (1,373) | ‐ |
| Interest rate swap | USD + 5.25% | CDI - 1.36% | Jun/29 | USD 300,000 | ‐ | (229,271) | (33,028) | ‐ |
| Total - not designated | 215,962 | (237,879) | (2,941) | ‐ | ||||
| Total | 822,849 | (398,650) | (110,162) | (50,702) |
(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Currency as indicated.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
g. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
The hedged items and the hedging instruments have high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.
The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.
g.1 Fair value hedge
The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. As of March 31, 2025, no material ineffectiveness was identified in fair value hedge operations.
g.2 Cash flow hedge
As of March 31, 2025, the Company and its subsidiaries do not have cash flow hedges.
h. Financial instruments (energy trading futures contracts)
The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
Sensitivity analysis – level 2 hierarchy
| Financial assets | Fair value of energy contracts — 731,515 | Sensitivity of inputs to fair value (a) — +10% | 834,678 |
|---|---|---|---|
| -10% | 536,821 | ||
| Financial liabilities | 431,636 | +10% | 548,940 |
| -10% | 257,478 |
(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.
a. Hidrovias do Brasil S.A.
In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“ Hidrovias ”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultrapar Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through subsidiary Ultrapar Logística Ltda.
On May 7, 2024, subsidiary Ultrapar Logística completed the purchase of 128,369,488 shares from Hidrovias , which represented 16.88% of its share capital, at a cost of R$ 3.98/share. Also in May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias ' financial and operational policies, subsidiary Ultrapar Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.
On December 26, 2024, subsidiary Ultrapar Logística signed an Advance for Future Capital Increase agreement with Hidrovias , in the amount of R$ 500,000, which was used for subscription and payment of Hidrovias ’ shares, in a capital increase approved by the Board of Directors of Hidrovias on February 28, 2025.
Subsequently, throughout the first quarter of 2025, subsidiary Ultrapar Logística acquired additional shares through the Stock Exchange (“B3”) in the amount of R$ 7,373 and reached an interest of 42.26% in Hidrovias ’ share capital.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
The transaction amountsfor acquiring an interest in Hidrovias are shown below:
| Amount paid for the acquisition of shares – financial asset | 579,066 |
|---|---|
| Gain (loss) on fair value adjustment of financial assets | 66,267 |
| Total financial asset transferred to the investments line item | 645,333 |
| Subsequent acquisitions of additional interests | 697,559 |
| Total investment in Hidrovias (A)¹ | 1,342,892 |
| Participation equivalent to equity of the associate (B) | 563,513 |
| Provisional goodwill on acquisition of investment (A-B) | 779,379 |
¹ Equivalent interest calculated with basis on acquisition dates, disregarding the posterior effects of share of profit (loss) of subsidiaries, joint ventures and associates.
Based on applicable accounting standards and supported by an independent appraisal firm, the Company is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities, and the purchase price allocation (“PPA”), which will be completed in 2025.
b. WTZ Participações S.A.
On September 1, 2024, through subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting share capital of WTZ Participações S.A. (“Witzler”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.
Witzler was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution of R$49,490, totaled R$104,490. During the period, amounts relating to contingent consideration were paid, totaling R$ 44,506. The remaining transaction amount of R$ 878 was recorded under “Other payables”. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 52,038. The purchase price allocation (“PPA”) will be completed in 2025.
The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
| Assets | |
|---|---|
| Cash and cash equivalents | 5,399 |
| Trade receivables | 33,168 |
| Recoverable taxes | 3,036 |
| Prepaid expenses | 170 |
| Other receivables | 306 |
| Other investments | 5 |
| Property, plant and equipment, net | 1,684 |
| Intangible assets, net | 11 |
| Derivative instruments | 209,348 |
| Liabilities | |
| Loans and financing | 68 |
| Trade payables | 27,541 |
| Salaries and related charges | 2,211 |
| Taxes payable, income and social contribution taxes payable | 80,918 |
| Other payables | 2,641 |
| Goodwill based on expected future profitability | 52,038 |
| Non-controlling interests | 67,498 |
| Assets and liabilities consolidated in the opening balance | 124,288 |
| Assets acquired | 130,867 |
| Liabilities assumed | 58,617 |
| Goodwill based on expected future profitability | 52,038 |
| Acquisition value | 124,288 |
| Comprised by | |
| Cash | 55,000 |
| Acquisition of ownership interest via capital contribution (as non-controlling interests) | 23,904 |
| Contingent consideration settled | 44,506 |
| Contingent consideration to be settled | 878 |
| Total consideration | 124,288 |
| Net cash outflow resulting from acquisition | |
| Initial consideration in cash | 55,000 |
| Contingent consideration settled | 44,506 |
| Cash and cash equivalents acquired | (5,399) |
| Acquisition value | 94,107 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial information |
| For the periods ended March 31, 2025 |
a. Capital increase
According to the Ordinary and Extraordinary General Meeting held on April 16, 2025, the Company approved the capital increase in the amount of R$ 1,365,348, through the incorporation of the amounts recorded in the investments statutory reserve.
b. Foreign loan obtained by Ipiranga
On April 4, 2025, subsidiary Ipiranga raised foreign financing (without financial covenants) in the amount of USD 86,956 (equivalent to R$ 500,000 on the transaction date), with financial charges of USD + 4.0% p.a. and maturing on April 2, 2026. The subsidiary entered into hedging instruments against interest rate and foreign exchange rate variations on American dollar, changing financial charges to 103.8% of the DI rate. The proceeds from this operation were used to settle the debt related to the CCB of R$ 500,000.
c. Financing from the Constitutional Fund by Ultracargo
On April 10, 2025, subsidiary Ultracargo Logística raised a financing from the Northern Region Constitutional Fund (without financial covenants), in the amount of R$ 106,430, with financial charges of IPCA + 3.2% p.a. and maturing on February 15, 2037.
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1Q25 Earnings Release
São Paulo, May 07 , 202 5 – Ultrapar Participações S.A. (B3: UGPA3 / NYSE: (UGP, “Company” or “ Ultrapar ”), operating in energy, mobility, and logistics infrastructure through Ultragaz , Ipiranga, Ultracargo and Hidrovias do Brasil (B3: HBSA3), today announces its results for the first quarter of 2025.
| Net revenue | Adjusted EBITDA¹ | Recurring Adjusted EBITDA¹ |
|---|---|---|
| R$ 3 3 . 3 b illion | R$ 1 . 2 billion | R$ 1 . 2 billion |
| Net income | Cash generation from operations | Investments |
| R$ 363 million | R$ 3 million | R$ 416 million |
1 Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
Continuity of irregularities in biodiesel blending and increased import of naphtha for gasoline affecting the fuel sector. New events in combating irregularities will be implemented: severe laws for non-compliance with decarbonization credits acquisition (started in April) and single-phase taxation of hydrated ethanol for PIS/COFINS (started in May) .
Strong performance in Hidrovias ’ results , due to improved navigability conditions and advanc ements in the management and operation of the company’s assets.
Advances in Hidrovias ’ strategic agenda:
- Signing of agreement for the sale of the cabotage operation in the amount of R$ 715 million , increasing its strategic focus and contributing to the reduction of financial leverage.
- Capital increase of R$ 1.2 billion , allowing the continuity of its growth agenda, reduction of financial leverage and generate shareholder value .
Start of Krispy Kreme’s operations in Brazil, a joint venture between AmPm and Krispy Kreme's parent company, under an exclusive partnership model for sales in convenience stores.
Conclusion of Ultrapar’s planned leadership succession plan , w ith the change in the C hairman of the Board of Directors, reflecting the continuity of Ultrapar as a long-term strategic shareholder.
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Considerations on the financial and operational information
T he financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on March 31, 2025, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”). Hidrovias’ results are accounted for with a two-month lag, impacting the share of results of Ultrapar in July 2024. Information on Ipiranga, Ultragaz and Ultracargo is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar's consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them.
Information denominated EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income), EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA and Recurring Adjusted EBITDA are presented in accordance with Resolution 156, issued by the CVM on June 23, 2022.
Adjusted EBITDA considers adjustments from usual business transactions that impact the results but do not have potential cash generation, such as the amortization of contractual assets with customers – exclusive rights, amortization the fair value adjustments of associates, and the effect of mark-to-market of energy future contracts. Regarding Recurring Adjusted EBITDA, the Company excludes exceptional or non-recurring items, providing a more accurate and consistent view of its operational performance, avoiding distortions caused by exceptional events, whether positive or negative. Below is the calculation of EBITDA from net income:
R$ million
| ULTRAPAR | Quarter — 1 Q 25 | 1 Q 24 | 4 Q 24 |
|---|---|---|---|
| Net income | 363 | 455 | 881 |
| (+) Income and social contribution taxes | 248 | 209 | 776 |
| (+) Net financial (income) expenses | 180 | 283 | 335 |
| (+) Depreciation and amortization 1 | 300 | 278 | 299 |
| EBITDA | 1 , 091 | 1 , 225 | 2 , 291 |
| Accounting Adjustments | |||
| (+) Amortization of contractual assets with customers - exclusive rights | 105 | 133 | 152 |
| (+) Amortization of fair value adjustments on associates acquisition | 0 | - | 0 |
| (+) MTM of energy futures contracts | (9) | - | (64) |
| Adjusted EBITDA | 1 , 188 | 1 , 358 | 2 , 379 |
| Ipiranga | 832 | 819 | 1 , 841 |
| Ultragaz | 393 | 401 | 554 |
| Ultracargo | 166 | 165 | 169 |
| Hidrovias 2 | (139) | - | ( 104 ) |
| Holding and other companies | |||
| Holding | (5 4 ) | ( 40 ) | ( 50 ) |
| Other companies | ( 10 ) | ( 3 ) | ( 17 ) |
| Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | 16 | (14) |
| Non-recurring items that affected EBITDA | |||
| (-) Results from disposal of assets (Ipiranga) | (5) | (36) | (63) |
| (-) Credits and provisions (Ipiranga) | - | - | (934) |
| (-) Earnout Stella ( Ultragaz ) | - | - | (37) |
| (-) Credits and provisions ( Ultragaz ) | - | - | (76) |
| (-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | (16) | 14 |
| Recurring Adjusted EBITDA | 1 , 183 | 1 , 3 06 | 1 , 284 |
| Ipiranga | 826 | 783 | 844 |
| Ultragaz | 393 | 401 | 441 |
| Ultracargo | 166 | 165 | 169 |
| Hidrovias ² | (139) | - | ( 104 ) |
| Holding and other companies | |||
| Holding | (54) | (40) | (50) |
| Other companies | (10) | (3) | (17) |
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1 Does not include amortization of contractual assets with customers – exclusive rights
2 Values related to the “share of loss of subsidiaries, joint ventures and associates” in Hidrovias.
R$ million
| ULTRAPAR | Quarter — 1Q 25 | 1Q 24 | 4Q 24 | 1Q 25 x 1Q 2 4 | 1Q 25 x 4Q 24 |
|---|---|---|---|---|---|
| Net revenues | 33 , 329 | 30 , 396 | 35 , 401 | 10 % | -6 % |
| Adjusted EBITDA | 1 , 188 | 1 , 358 | 2 , 379 | -12 % | -5 0 % |
| Recurring Adjusted EBITDA 1 | 1 , 183 | 1 , 306 | 1 , 284 | - 9 % | - 8 % |
| Depreciation and amortization 2 | (4 06 ) | ( 410 ) | (452) | -1 % | - 10 % |
| Financial result | ( 180 ) | (283) | (335) | - 36 % | - 46 % |
| Net income | 363 | 455 | 881 | -2 0 % | -59 % |
| Investment s | 416 | 438 | 776 | -5% | -46 % |
| Cash flow from operating activities | 3 | (573) | 2 , 231 | + 101 % | -10 0 % |
1 Non-recurring items described in the EBITDA calculation table – page2 2 Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition
Net revenues – Total of R$ 33,329 million (+10% vs. 1Q24), mainly driven by higher revenues from Ipiranga and Ultragaz . Compared to 4Q24, net revenue decreased by 6%, mainly due to lower revenues from Ipiranga.
Recurring Adjusted EBITDA – Total of R$ 1,183 million (-9% vs. 1Q24), primarily due to the negative impact of R$ 139 million of share of loss of Hidrovias , due to the worst historical droughts in the N orth and S out h corridors. Compared to 4Q24, Recurring Adjusted EBITDA decreased by 8%, mainly due to the negative impact of share of loss of Hidrovias and lower EBITDA from Ipiranga.
Results from the Holding and other companies – Negative result of R$ 64 million, driven by (i) R$ 54 million from the Holding expenses, and (ii) a negative result of R$ 10 million from other companies, mainly due to the performance of Refinaria Riograndense .
Share of results of subsidiaries, joint ventures and associates for Hidrovias – Negative result of R$ 139 million in the quarter, equivalent to Ultrapar’s share in the loss of Hidrovias , mainly due to the negative impact of the water crisis on operations in November and December 2024.
Depreciation and amortization – Total of R$ 406 million, a 1% decrease compared to 1Q24 and a 10% decrease compared to 4Q24, mainly due to lower expenses with amortization of contractual assets with customers at Ipiranga.
Financial result – Negative result of R$ 180 million in 1Q25 (improvement of R$ 1 03 million vs 1Q24 and of R$ 155 million vs 4Q24), mainly reflecting the one-off positive mark-to-mark et effect of R$ 118 million this quarter, partially offset by the higher CDI rate and higher average net debt.
Net income – Total of R$ 363 million ( -20 % vs 1Q24), mainly due to the negative impact of Ultrapar’s share in the loss of Hidrovias partially offset by lower financial expenses. Compared to 4Q24, net income decreased by 59 %, due to lower EBITDA partially offset by better financial result.
Cash flow from operating activities – Generation of R$ 3 million in 1Q25, compared to the consumption of R$ 573 million in 1Q24, mainly due to lower investment in working capital and income tax paid.
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1Q25
R$ million
| IPIRANGA | Quarter — 1Q 25 | 1Q 24 | 4Q 24 | 1Q 25 x 1Q 2 4 | 1Q 25 x 4Q 24 |
|---|---|---|---|---|---|
| Total v olume ( ‘000 m³) | 5 , 578 | 5 , 583 | 6 , 013 | 0 % | - 7 % |
| Diesel | 2 , 775 | 2 , 750 | 2 , 974 | 1 % | - 7 % |
| Otto cycle | 2 , 699 | 2 , 745 | 2 , 941 | -2 % | - 8 % |
| O ther s 1 | 104 | 88 | 99 | 1 7 % | 5 % |
| Adjusted EBITDA (R $ million) | 8 32 | 819 | 1 , 841 | 2 % | -55 % |
| Adjusted EBITDA margin (R$/m³) | 149 | 147 | 306 | 2 % | -51 % |
| Non-recurring 2 | 5 | 36 | 997 | -85 % | -99% |
| Recurring Adjusted EBITDA (R $ million) | 826 | 783 | 844 | 6 % | - 2 % |
| Recurring Adjusted EBITDA margin (R$/m³) | 14 8 | 140 | 140 | 6 % | 6 % |
| Recurring Adjusted LTM EBITDA (R$ million) 3 | 3 , 3 87 | 3 , 801 | 3 , 343 | - 11 % | 1 % |
| Recurring Adjusted LTM EBITDA margin (R$/m³) | 14 4 | 164 | 142 | - 12 % | 1 % |
1 Fuel oils, arla 32, kerosene, lubricants and greases
2 Non-recurring items described in the EBITDA calculation table – page 2
Operational performance – Ipiranga’s sales volume remained stable compared to 1Q24, mainly due to the increase of 1% in diesel and the decrease of 2% in the Otto cycle , due to (i) increased irregularities in biodiesel blending , (ii) growth in naphtha imports for gasoline, and (iii) international prices under Petrobras prices, that started in February . Compared to 4Q24, volume was 7% lower, resulting from the typical seasonality between the periods.
Net revenues – Total of R$ 30,234 million (+9% vs 1Q24), mainly due to the effect of the pass - through of fuel cost increases. Compared to 4Q24, net revenues decreased by 6%, due to lower sales volume partially offset by the effects of the pass through of fuel cost increases.
Cost of goods sold – Total of R$ 28,806 million (+9% vs 1Q24), mainly due to higher fuel costs. Compared to 4Q24, costs decreased by 3%, mainly due to the lower sales volume, partially offset by the effect of the fuel cost increases.
Selling, general and administrative expenses - Total of R$ 762 million (+8% vs 1Q24 and +4% vs 4Q24), due to higher personnel expenses (especially collective bargaining agreement) and higher one-off expenses with demobilization of its own fleet. Compared to 4Q24, the increase mainly reflects higher personnel expenses.
Other operating results – Total of negative R$ 105 million (improvement of R$ 60 million vs 1Q24 and of R$ 10 million compared to 4Q24), mainly due to lower expenses with decarbonization credits, given the lower price level.
Result from disposal of assets – Total of R$ 5 million in 1Q25, a decrease of R$ 31 million and of R$ 58 million compared to 1Q24 and 4Q24, respectively, mainly due to lower sale of real estate assets.
Recurring Adjusted EBITDA – Total of R$ 826 million (6% vs 1Q24), mainly due to higher margins resulting from: (i) higher inventory gain in 1Q25 due to fuel price adjustments and (ii) solution of the Amapá irregularities after the tax benefit was revoked in April 2024. These effects were partially offset (i) by increased irregularities in the biodiesel blending, ( ii) significant increase in naphtha imports for gasoline , (iii) international prices under Petrobras prices starting in February , resulting in oversupply of products in the market and (iv) higher expenses. Compared to 4Q24 , there was a 2% drop, mainly due to the lower sales volume and the effect of the oversupply of products on the market, partially offset by inventory gains.
Investments – R$ 213 million was invested in 1Q25, allocated to the expansion and maintenance of its service stations and franchises network and the expansion of the TRR segment, in addition to investments towards enhancing the technology platform, focus ing on the replacement of Ipiranga’s ERP system. Of the total invested, R$ 163 million refers to additions to fixed and intangible assets, R$ 111 million to contractual assets with customers (exclusive rights), and negative R$ 62 million of financing granted to customers , net of receipts .
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1Q25
R$ million
| UL TRAGAZ | Quarter — 1Q 25 | 1Q 24 | 4Q 24 | 1Q 25 x 1Q 2 4 | 1Q 25 x 4Q 24 |
|---|---|---|---|---|---|
| T otal volume ('000 ton ) | 406 | 402 | 435 | 1% | -7% |
| Bottled | 257 | 253 | 282 | 2% | -9% |
| Bulk | 149 | 149 | 154 | 0% | -3% |
| Adjusted EBITDA 1 (R$ million) | 393 | 401 | 554 | -2% | -29% |
| Adjusted EBITDA margin (R$/ton) | 967 | 997 | 1 , 272 | - 3 % | - 24 % |
| N on-recurring 2 | - | - | 113 | n/a | n/a |
| Recurring Adjusted EBITDA 1 (R$ million) | 393 | 401 | 441 | -2% | -11% |
| Recurring Adjusted EBITDA margin (R$/ton) | 967 | 997 | 1 , 014 | - 3 % | - 5 % |
| Recurring Adjusted LTM EBITDA 1 (R$ million) | 1 , 679 | 1 , 665 | 1 , 687 | 1% | 0% |
| Recurring Adjusted LTM EBITDA margin² (R$/ton) | 959 | 966 | 966 | -1 % | -1% |
1 Includes contribution from the result of new energies
2 Non-recurring items described in the EBITDA calculation table – page 2
Operational performance – The volume sold by Ultragaz in 1Q25 increased by 1 % compared to 1Q24, as a result of a 2 % increase in the bottled segment , due to higher market demand, while sales of bulk segment remained stable , due to lower one-off consumption in the special gases segment. Compared to 4Q24, sales volume was 7% lower, reflecting mainly the typical seasonality between the periods.
Net revenues – Total of R$ 2,863 million (+15% vs 1Q24), mainly due to the pass - through of increased costs and higher sales volume. Compared to 4Q24, net revenues decreased by 7%, due to lower sales volume.
Cost of goods sold – Total of R$2,328 million (17% vs 1Q24), due to LPG cost increase, including the increasing impact of the higher cost of LPG acquired from auctions held by Petrobras and the higher sales volume. Compared to 4Q24, the unit cost of goods increased, mainly reflecting the effect of Petrobras auctions and the one-off effect of extraordinary tax credits and of the mark-to-market of energy futures contracts in 4Q24.
Selling, general and administrative expenses – Total of R$ 248 million (+17% vs 1Q24), due to higher expenses with personnel (mainly reflecting business acquisitions and collective bargaining agreement), expenses for prospecting new business and new marketing campaign. Compared to 4Q24, SG&A decreased by 9%, mainly due to lower expenses with personnel and lawsuits.
Other operating results – Total of R$ 16 million, an improvement of R$ 11 million compared to 1Q24 and a worsening of R$ 30 million compared to 4Q24, mainly due to the earnout payable due to acquisition of Stella.
Recurring Adjusted EBITDA – Total of R$ 393 million ( -2 % vs 1Q24), due to worse margins resulting from the impact of higher LPG costs mentioned above, worse sales mix and higher expenses partially offset by the contribution from new energies. Compared to 4Q24, Recurring Adjusted EBITDA decreased by 11 %, mainly due to lower sales volume and worse margins, partially offset by lower expenses.
Investments – R$ 86 million was invested this quarter, mainly directed towards capturing new customers in the bulk segment, the acquisition and replacement of bottles, and new energies, mainly in biomethane segment.
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1Q25
R$ million
| UL TRACARGO | Quarter — 1Q 25 | 1Q 24 | 4Q 24 | 1Q 25 x 1Q 2 4 | 1Q 25 x 4Q 24 |
|---|---|---|---|---|---|
| Installed capacity ¹ (‘000 m³) | 1 , 067 | 1 , 067 | 1 , 067 | 0% | 0% |
| m³ sold (‘000 m³) | 4 , 024 | 4 , 196 | 4 , 283 | -4% | -6% |
| Adjusted EBITDA (R $ million) | 166 | 165 | 169 | 1% | -2% |
| Adjusted EBITDA margin (%) | 61% | 63% | 60% | -1.4 pp | 1.5 pp |
| Adjusted EBITDA margin (R$/m³ capacity) | 52 | 52 | 53 | 1% | -2% |
| Adjusted LTM EBITDA (R$ million) | 669 | 654 | 668 | 2% | 0% |
| Adjusted LTM EBITDA margin (%) | 62% | 63% | 62% | -1,0 pp | -0,3 pp |
1 Monthly average
Operational performance - The average installed capacity remained stable across the periods . The m³ sold decreased by 4% compared to 1Q24, with lower fuel handling in Santos and Itaqui partially offset by higher handling in Opla and spot operation in Aratu . Compared to 4Q24, the m³ sold decreased by 6 %, due to the lower fuel handling in Santos , Itaqui and Opla partially offset by higher spot handling in Aratu .
Net revenues – Total of R$ 271 million (3% vs 1Q24), due to higher spot sales in Aratu and the start of own operations in Opla , partially offset by lower fuel handling. Compared to 4Q24, net revenues decreased by 4%, mainly reflecting lower fuel revenues partially offset by higher spot sales in Aratu .
Cost of services provided – Total of R$ 103 million (12% vs 1Q24), due to higher costs of materials and maintenance, and with the start of the company’s own operation in Opla . Compared to 4Q24, there was an increase of 2%.
Selling, general and administrative expenses - Total of R$ 42 million (-8% vs 1Q24 and -19% vs 4Q24), mainly due to lower personnel expenses and expansion projects
Adjusted EBITDA – Total of R$ 166 million (+1% vs 1Q24 ), mainly due to spot sales in Aratu and lower expenses, partially offset by the lower m³ sold, with fuel handling. Compared to 4Q24, there was a 2% reduction mainly due to lower m³ sold, partially offset by lower expenses.
Investments – R$ 113 million was invested this quarter, primarily allocated to expansion projects at the Itaqui , Santos and Rondonópolis terminals and the Opla railway branch.
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1Q25
R$ million
| U LTRAPAR - Indebtedness | Quarter — 1 Q 2 5 | 1Q 2 4 | 4Q 24 |
|---|---|---|---|
| Cash and cash equivalents | 5 , 994 | 6 , 607 | 8 , 032 |
| Gross debt | (13 , 556) | (12 , 958) | (14 , 302) |
| Leases payable | (1 , 482) | (1 , 472) | (1 , 485) |
| Net debt | ( 9 , 044 ) | (7 , 823) | (7 , 756) |
| Net debt/Adjusted LTM EBITDA¹ | 1 . 7x | 1 . 3x | 1 . 4x |
| Trade payables – reverse factoring (draft discount) | (1 , 167) | (1 , 304) | (1 , 015) |
| Financial liabilities of customers (vendor) | (151) | (278) | (180) |
| Receivables from divestments ( Oxiteno and Extrafarma ) | - | 964 | - |
| Net debt + draft discount + vendor + receivables | (10 , 362) | (8 , 441) | (8 , 950) |
| Average gross debt duration (years) | 3 . 3 | 3 . 5 | 3 . 2 |
| Average cost of gross debt | 110% DI | 109% DI | 110% DI |
| DI + 1 . 3% | DI + 0 . 9% | DI + 1 . 1% | |
| Average cash yield (% DI) | 100% | 97% | 98% |
1 LTM Adjusted EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits
Ultrapar ended 1Q25 with a net debt of R$ 9 billion (1.7x Adjusted LTM EBITDA), compared to R$ 7.8 billion in December 2024 (1.4x Adjusted LTM EBITDA). The increase in net debt is mainly due to the payment of dividends and share buybacks, totaling R$ 584 million, and investment in working capital, resulting from the higher working capital level at Ipiranga (driven by increases in fuel costs) and the seasonal effect of suppliers at the beginning of the year. The increase in financial leverage is mainly due to the increase in net debt
Cash and maturity profile and breakdown of the gross debt (R$ m illion) :
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Updates on ESG themes
Ultrapar released its 2024 Sustainability Report in March 2025, reaffirming the commitment and transparency with the appropriate governance of the subject. The document details the progress in governance, operations and socio-environmental impact, in addition to advances in the ESG 2030 plan over the last year. To access the report, click here .
In addition, for the second consecutive year Ultrapar joined the portfolio of Corporate Sustainability Index (ISE) of B3, standing out for its practices in governance and corporate sustainability. This recognition reflects the company’s progress in sustainability, including the implementation of the ESG 2030 plan.
Business Update
In January 2025, Ultracargo joined the Sustainability Pact , a pioneering initiative led by the Ministry of Ports and Airports with the support of Moveinfra , an association of which Ultracargo is one of the founding companies. This strengthens our role as protagonists in the development of sustainable infrastructure and reaffirms our commitment to the environment, the valuing of people and the best practices in management and transparency.
In April 2025, Ipiranga published its 2024 Sustainability Report , bringing together the main business results and progress on ESG goals. To access the report, click here (Portuguese only) .
During the quarter, Ultragaz launched the “ Tá Ligado ” campaign to reinforce its role in the energy transition, highlighting biomethane and renewable electric energy.
| ULTRAPAR – Capital Markets | Quarter — 1Q 2 5 | 1Q 2 4 | 4Q 24 |
|---|---|---|---|
| Final number of shares (‘000 shares) | 1 , 115 , 507 | 1 , 115 , 404 | 1 , 115 , 440 |
| Market cap ¹ (R$ million ) | 1 9,086 | 31 , 756 | 17 , 713 |
| B3 | |||
| Average daily trading volume ( ‘ 000 shares) | 6 , 688 | 5 , 366 | 5 , 898 |
| Average daily financial volume (R$ thousand) | 111 , 021 | 153 , 270 | 111 , 271 |
| Average share price (R$/share) | 16 .60 | 28.56 | 18.86 |
| NYSE | |||
| Quantity of ADRs 2 ( ‘000 ADRs) | 66 , 273 | 56 , 388 | 65 , 758 |
| Average daily trading volume ( ‘ 000 ADRs) | 1 , 694 | 1 , 443 | 2 , 159 |
| Average daily financial volume (US$ thousand) | 4,961 | 8 , 361 | 6 , 953 |
| Average share (US$/ADRs) | 2 .93 | 5.79 | 3.22 |
| Total | |||
| Average daily trading volume ( ‘ 000 shares) | 8 , 382 | 6 , 809 | 8 , 057 |
| Average daily financial volume (R$ thousand) | 139 , 841 | 194 , 694 | 151 , 999 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 common share
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1Q25
The average daily trading volume of Ultrapar , considering trades on B3 and NYSE, was R$ 140 million/day in 1Q25 (-28% vs 1Q24). Ultrapar’s shares ended 1Q25 priced at R$ 17.11 on B3, an appreciation of 8% in the quarter, in line with the Ibovespa stock index. On the NYSE, Ultrapar’s shares appreciated by 17%, while the Dow Jones index depreciated by 1% in the quarter. Ultrapar ended 1Q25 with a market cap of R$ 19.1 billio n.
1Q25 Conference call
Ultrapar will host a conference call with analysts and investors on May 8, 2025, to comment on the Company’s performance in the first quarter of 2025 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.
The conference call will be broadcast via zoom and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation into English
Time: 11:00 (BRT) / 10:00 (EDT)
Access link via Zoom
Participants in Bra z il and interna t iona l : Click here
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Table of Contents
1Q25
R$ million
| ULTRAPAR – Balance sheet | Mar 25 | Mar 24 | Dec 24 |
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 1,436 | 3,748 | 2,072 |
| Financial investments and | |||
| derivative financial instruments | 1,301 | 309 | 2,553 |
| Trade receivables and | |||
| reseller financing | 4,065 | 4,207 | 4,052 |
| Trade receivables - sale of | |||
| subsidiaries | - | 964 | - |
| Inventories | 4,135 | 4,372 | 3,917 |
| Recoverable taxes | 2,130 | 1,688 | 2,192 |
| Energy trading futures | |||
| contracts | 349 | - | 141 |
| Prepaid expenses | 202 | 185 | 164 |
| Contractual assets with | |||
| customers - exclusive rights | 646 | 779 | 659 |
| Other | 309 | 323 | 298 |
| Total current Assets | 14,574 | 16,575 | 16,048 |
| Financial investments and | |||
| hedge derivative financial instruments | 3,256 | 2,550 | 3,407 |
| Trade receivables and | |||
| reseller financing | 741 | 599 | 793 |
| Deferred income and social | |||
| contribution taxes | 869 | 1,155 | 937 |
| Recoverable taxes | 2,763 | 2,548 | 2,996 |
| Energy trading futures | |||
| contracts | 382 | - | 263 |
| Escrow deposits | 402 | 1,035 | 446 |
| Prepaid expenses | 43 | 53 | 41 |
| Contractual assets with | |||
| customers - exclusive rights | 1,456 | 1,437 | 1,473 |
| Related Parties | 52 | 41 | 48 |
| Other receivables | 224 | 265 | 241 |
| Investments in subsidiaries, | |||
| joint ventures and associates | 2,025 | 316 | 2,149 |
| Right-of-use assets | 1,644 | 1,672 | 1,671 |
| Property, plant and equipment | 7,251 | 6,495 | 7,136 |
| Intangible assets | 2,074 | 1,872 | 1,908 |
| Total non-current assets | 23,180 | 20,039 | 23,510 |
| Total assets | 37,755 | 36,613 | 39,558 |
| LIABILITIES | |||
| Trade payables | 2,367 | 3,078 | 3,518 |
| Trade payables - reverse | |||
| factoring | 1,167 | 1,304 | 1,015 |
| Loans, financing and | |||
| derivative financial instruments | 1,866 | 2,831 | 3,175 |
| Debentures | 716 | 942 | 378 |
| Salaries and related charges | 371 | 349 | 480 |
| Taxes payable | 329 | 251 | 473 |
| Leases payable | 319 | 314 | 316 |
| Energy trading futures | |||
| contracts | 285 | - | 67 |
| Financial liabilities of | |||
| customers (vendor) | 102 | 148 | 117 |
| Provision for decarbonization | |||
| credits | 96 | - | - |
| Dividends payable | 48 | 31 | 327 |
| Other payables | 633 | 633 | 626 |
| Total current liabilities | 8,299 | 9,881 | 10,493 |
| Loans, financing and | |||
| derivative financial instruments | 6,502 | 5,002 | 6,393 |
| Debentures | 4,471 | 4,183 | 4,356 |
| Energy trading futures | |||
| contracts | 147 | - | 48 |
| Provision for tax, civil and | |||
| labor risks | 602 | 1,241 | 611 |
| Post-employment benefits | 203 | 247 | 199 |
| Leases payable | 1,163 | 1,158 | 1,169 |
| Financial liabilities of | |||
| customers (vendor) | 49 | 130 | 63 |
| Related Parties | 4 | 3 | 4 |
| Other payables | 423 | 393 | 399 |
| Total non-current liabilities | 13,565 | 12,356 | 13,241 |
| Total liabilities | 21,864 | 22,237 | 23,734 |
| EQUITY | |||
| Share capital | 6,622 | 6,622 | 6,622 |
| Reserves | 8,604 | 6,997 | 8,603 |
| Treasury shares | -711 | -470 | -596 |
| Others | 681 | 680 | 531 |
| Non-controlling interests in | |||
| subsidiaries | 695 | 548 | 665 |
| Total equity | 15,890 | 14,376 | 15,823 |
| Total liabilities and equity | 37,755 | 36,613 | 39,558 |
| Cash and cash equivalents | 5,994 | 6,607 | 8,032 |
| Gross debt | -13,556 | -12,958 | -14,302 |
| Leases payable | -1,482 | -1,472 | -1,485 |
| Net debt | -9,044 | -7,823 | -7,756 |
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1Q25
R$ million
| ULTRAPAR – Income statement | Quarter — 1Q 25 | 1Q 24 | 4Q 24 |
|---|---|---|---|
| Net revenues from sales and services | 33 , 329 | 30 , 396 | 35 , 401 |
| Cost of products sold and services provided | (31 , 188) | (28 , 335) | (32 , 166) |
| Gross profit | 2 , 142 | 2 , 061 | 3 , 236 |
| Operating revenues (expenses) | |||
| Selling and marketing | (602) | (569) | (615) |
| General and administrative | (518) | (441) | (497) |
| Results from disposal of assets | 5 | 37 | 66 |
| Other operating income (expenses), net | (87) | (138) | (77) |
| Operating income | 941 | 950 | 2 , 113 |
| Financial result, net | |||
| Financial income | 177 | 160 | 219 |
| Financial expenses | (357) | (443) | (555) |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | |||
| Share of profit (loss) of subsidiaries, joint ventures and associates | (149) | (3) | (120) |
| Amortization of fair value adjustments on associates acquisition | (0) | - | (0) |
| Income before income and social contribution taxes | 611 | 665 | 1 , 657 |
| Income and social contribution taxes | |||
| Current | (164) | (88) | (364) |
| Deferred | (83) | (121) | (412) |
| Net income | 363 | 455 | 881 |
| Net income attributable to: : | |||
| Shareholders of Ultrapar | 333 | 431 | 842 |
| Non-controlling interests in subsidiaries | 30 | 24 | 39 |
| Adjusted EBITDA | 1 , 188 | 1 , 358 | 2 , 379 |
| Non-recurring 1 | (5) | (52) | (1,096) |
| Recurring Adjusted EBITDA | 1 , 183 | 1 , 306 | 1 , 284 |
| Depreciation and amortization 2 | 406 | 410 | 452 |
| Total investmets³ | 416 | 438 | 776 |
| MTM of energy futures contracts | (9) | - | (64) |
| RATIOS | |||
| Earnings per share (R$) | 0 . 30 | 0 . 39 | 0 . 76 |
| Net debt / Adjusted LTM EBITDA4 | 1 . 7x | 1 . 3x | 1 . 4x |
| Gross margin (%) | 6 . 4% | 6 . 8% | 9 . 1% |
| Operating margin (%) | 2 . 8% | 3 . 1% | 6 . 0% |
| Adjusted EBITDA margin (%) | 3 . 6% | 4 . 5% | 6 . 7% |
| Recurring Adjusted EBITDA margin (%) | 3 . 5% | 4 . 3% | 3 . 6% |
| Number of employees | 9,999 | 9,988 | 9,561 |
¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers – exclusive rights
³ Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases
4 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits
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Table of Contents
| ULTRAPAR - Cash
flows | Quarter | R$ million |
| --- | --- | --- |
| | 1Q25 | 1Q24 |
| CASH
FLOWS FROM OPERATING ACTIVITIES | | |
| Net
income | 363 | 455 |
| Adjustments
to reconcile net income to cash provided (consumed) by operating activities | | |
| Share of
profit (loss) of subsidiaries, joint ventures and associates and amortization
of fair value adjustments on associates acquisition | 149 | 3 |
| Amortization
of contractual assets with customers - exclusivity rights | 105 | 133 |
| Amortization
of right-of-use assets | 78 | 71 |
| Depreciation
and amortization | 226 | 209 |
| Interest,
monetary variations and foreign exchange variations | 231 | 386 |
| Current
and deferred income and social contribution taxes | 248 | 209 |
| Gain
(loss) on disposal or write-off of property, plant and equipment, intangible
assets and other assets | (16) | (72) |
| Equity
instrument granted | 15 | 10 |
| Gain
(loss) on the fair value of energy contracts | (9) | - |
| Provision
for decarbonization - CBios | 116 | 183 |
| Other
provisions and adjustments | 3 | 51 |
| Cash
flows from operating activities before changes in working capital | 1,511 | 1,639 |
| (Increase)
decrease in assets | | |
| Trade
receivables and reseller financing | 21 | 177 |
| Inventories | (216) | (77) |
| Recoverable
taxes | 295 | 364 |
| Dividends
received from subsidiaries, associates and joint ventures | 1 | 1 |
| Other
assets | (17) | (138) |
| Increase
(decrease) in liabilities | | |
| Trade
payables and trade payables - reverse factoring | (998) | (1,340) |
| Salaries
and related charges | (110) | (146) |
| Taxes
payable | 17 | (4) |
| Income
and social contribution taxes payable | (305) | (450) |
| Other
liabilities | 50 | (42) |
| Acquisition
of CBios and carbon credits | (153) | (338) |
| Payments
of contractual assets with customers - exclusivity rights | (58) | (92) |
| Payment
of contingencies | (9) | (31) |
| Income
and social contribution taxes paid | (25) | (103) |
| Net
cash provided (consumed) by operating activities | 3 | (580) |
| CASH
FLOWS FROM INVESTING ACTIVITIES | | |
| Financial
investments, net of redemptions | 1,244 | (1,547) |
| Acquisition
of property, plant and equipment and intangible assets | (382) | (326) |
| Cash
provided by disposal of investments and property, plant and equipment | 14 | 89 |
| Net cash
consumed by subsidiaries acquisition | (50) | - |
| Net
cash provided (consumed) by operating activities | 827 | (1,784) |
| CASH
FLOWS FROM FINANCING ACTIVITIES | | |
| Loans,
financing and debentures | | |
| Proceeds | 1,682 | 1,349 |
| Repayments | (2,077) | (137) |
| Interest
and derivatives (paid) or received | (337) | (427) |
| Payments
of lease | (87) | - |
| Principal | (54) | (72) |
| Interest
paid | (33) | (48) |
| Dividends
paid | (488) | (438) |
| Payments
of financial liabilities of customers | (35) | (41) |
| Repurchase
of treasury shares | (97) | - |
| Related
parties | (3) | (8) |
| Net
cash provided (consumed) by financing activities | (1,442) | 179 |
| Effect
of exchange rate changes on cash and cash equivalents in foreign currency | (23) | 7 |
| Increase
(decrease) in cash and cash equivalents | (636) | (2,178) |
| Cash
and cash equivalents at the beginning of the period | 2,072 | 5,926 |
| Cash
and cash equivalents at the end of the period | 1,436 | 3,748 |
| Non-cash
transactions: | | |
| Addition
on right-of-use assets and leases payable | 77 | 68 |
| Addition
on contractual assets with customers - exclusivity rights | 17 | 16 |
| Transfer
between trade receivables and other assets accounts | - | 4 |
| Share
buyback | 17 | - |
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Table of Contents
1Q25
Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).
R$ million
| IPIRANGA – Employed capital | Mar 25 | Mar 24 | |
|---|---|---|---|
| Trade receivables and reseller financing | 4,087 | 4,198 | 4,187 |
| Inventories | 3,926 | 4,161 | 3,702 |
| T axes | 4,192 | 3,689 | 4,468 |
| Recoverable income and social contribution taxes | 369 | 323 | 392 |
| Judicial deposits | 329 | 311 | 322 |
| Deferred income and social contribution taxes | 593 | 716 | 639 |
| O thers | 537 | 599 | 541 |
| Contractual assets with customers - exclusiv e rights | 2,102 | 2,215 | 2,132 |
| Right-of-use assets (leases) | 884 | 888 | 912 |
| Investments | 141 | 66 | 146 |
| Property, plant and equipment | 3,302 | 3,249 | 3,282 |
| Intang ible | 1,191 | 1,039 | 1,017 |
| Total operating assets | 21 , 653 | 21 , 455 | 21 , 740 |
| Operating liabilities | |||
| Trade payables and reverse factoring | 3,198 | 4,066 | 4,101 |
| Salaries and related charges | 195 | 182 | 265 |
| Post-employment benefits | 221 | 263 | 217 |
| Taxes | 126 | 141 | 112 |
| Income and social contribution taxes payable | 93 | 17 | 273 |
| Deferred income and social contribution taxes | 2 | 13 | 1 |
| P rovisions for tax, civil, and labor risks | 416 | 459 | 417 |
| Leases payable | 730 | 706 | 741 |
| Financial liabilities of customers (vendor) | 151 | 278 | 180 |
| Provision for decarbonization credit | 96 | - | - |
| O thers | 605 | 666 | 591 |
| Total operating liabilities | 5 , 833 | 6 , 791 | 6 , 8 97 |
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Table of Contents
1Q25
R$ million
| IPIRANGA – Income statement | Quarter — 1 Q 2 5 | 1Q 24 | 4Q 24 |
|---|---|---|---|
| Net revenues | 30 , 234 | 27 , 693 | 32 , 097 |
| C ost of products sold and service provided | (28,806) | (26,313) | (29,789) |
| Gross profit | 1 , 429 | 1 , 380 | 2 , 308 |
| Operating expenses | |||
| Selling and marketing | (452) | (434) | (439) |
| Ge neral and administrative | (310) | (274) | (291) |
| Result s from disposal of assets | 5 | 36 | 63 |
| O ther operating income (expenses), net | (105) | (165) | (114) |
| Operating income | 568 | 544 | 1 , 528 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (2) | (2) | (3) |
| Adjusted EBITDA | 832 | 819 | 1 , 841 |
| N on-recurring 1 | (5) | (36) | (997) |
| Recurring Adjusted EBITDA | 826 | 783 | 844 |
| Deprecia tion and amortiza tion 2 | 266 | 278 | 316 |
| RATIO S | |||
| Gross margin (R$/m³) | 256 | 247 | 384 |
| Operating margin (R$/m³) | 102 | 97 | 254 |
| Adjusted EBITDA margin (R$/m³) | 149 | 147 | 306 |
| Recurring Adjusted E BITDA margin (R$/m³) | 148 | 140 | 140 |
| N umber of service stations | 5,847 | 5,881 | 5,860 |
| N umber of employees | 4,130 | 5,127 | 4,512 |
¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers – exclusive rights
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Table of Contents
1Q25
Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).
R$ million
| ULTRAGAZ – Employed capital | Mar 25 | Mar 24 | De c 24 |
|---|---|---|---|
| Operating assets | |||
| Trade receivables | 678 | 586 | 633 |
| Inventories | 195 | 199 | 202 |
| T axes | 220 | 135 | 219 |
| Recoverable income and social contribution taxes | 32 | 16 | 34 |
| Judicial deposits | 48 | 712 | 101 |
| Deferred income and social contribution taxes | 80 | 203 | 104 |
| O thers | 157 | 115 | 121 |
| Right-of-use assets ( leases ) | 147 | 155 | 152 |
| Investments | 5 | 0 | 1 |
| Property, plant and equipment, net | 1 , 575 | 1 , 456 | 1 , 566 |
| Intangible assets, net | 327 | 278 | 334 |
| Total operating assets | 3 , 464 | 3 , 855 | 3 , 4 67 |
| Operating liabilities | |||
| Trade payables | 245 | 237 | 282 |
| Salaries and related charges | 111 | 102 | 121 |
| Tax es | 24 | 9 | 17 |
| Income and social contribution taxes payable | 35 | 44 | 17 |
| D eferred income and social contribution taxes | 117 | (0) | - |
| P rovisions for tax, civil, and labor risks | 16 | 627 | 14 |
| Lease s payable | 184 | 192 | 189 |
| O thers | 199 | 202 | 324 |
| Total operating l iabilities | 932 | 1 , 412 | 965 |
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Table of Contents
1Q25
R$ million
| ULTRAGAZ - Income statement | Quarter — 1Q 25 | 1Q 24 | 4Q 24 |
|---|---|---|---|
| Net revenues | 2 , 863 | 2 , 500 | 3 , 068 |
| C ost of products sold and service provided | (2 , 328) | (1 , 985) | (2 , 321) |
| Gross profit | 536 | 515 | 747 |
| Operating expenses | |||
| Selling and marketing | (149) | (131) | (176) |
| Ge neral and administrative | (99) | (80) | (95) |
| Result s from disposal of assets | 0 | 0 | 3 |
| O ther operating income (expenses), net | 16 | 4 | 45 |
| Operating income | 303 | 308 | 524 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 0 | (0) | 0 |
| MTM of energy futures contracts | (9) | - | (64) |
| Adjusted EBITDA 1 | 393 | 401 | 554 |
| N on-recurring 2 | - | - | (113) |
| Recurring Adjusted EBITDA 1 | 393 | 401 | 441 |
| Deprecia tion and amortiza tion ³ | 98 | 93 | 94 |
| RATIO S | |||
| Gross margin (R$/m³) | 1 , 318 | 1 , 281 | 1 , 715 |
| Operating margin (R$/m³) | 746 | 766 | 1 , 204 |
| Adjusted EBITDA margin (R$/m³) | 967 | 997 | 1 , 272 |
| Recurring Adjusted E BITDA margin (R$/m³) | 959 | 966 | 966 |
| N umber of employees | 3 , 736 | 3 , 536 | 3 , 711 |
1 Includes contribution from the results of new energies
2 Non-recurring items described in the EBITDA calculation table – page 2
3 Includes amortization with contractual assets with customers - exclusive rights
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Table of Contents
1Q25
Starting from 1Q25, the concept of operating capital has been adjusted to reflect all balances of operational assets and liabilities from management's perspective, including primarily the balances of current and deferred income tax, with the comparative balances for 2024 being restated (previously, due to the centralized management of these items, these balances were only included in Ultrapar's consolidated view).
R$ million
| ULTRACARGO – Employed capital | Mar 25 | Mar 24 | De c 24 |
|---|---|---|---|
| Trade receivables | 44 | 38 | 47 |
| Inventories | 14 | 12 | 13 |
| T axes | 2 | 7 | 2 |
| Recoverable income and social contribution taxes | 49 | 43 | 47 |
| Judicial deposits | 9 | 10 | 9 |
| Deferred income and social contribution taxes | 36 | 50 | 34 |
| Others | 38 | 67 | 29 |
| Right-of-use assets (leases) | 606 | 621 | 600 |
| Investments | 217 | 216 | 216 |
| Property, plant and equipment, net | 2 , 296 | 1 , 722 | 2 , 210 |
| Intangible assets , net | 283 | 284 | 284 |
| Total operating assets | 3 , 592 | 3 , 069 | 3 , 491 |
| Operating liabilities | |||
| Trade payables | 71 | 56 | 134 |
| Salaries and related charges | 34 | 33 | 49 |
| Tax es | 15 | 14 | 19 |
| Income and social contribution taxes payable | 33 | 23 | 31 |
| D eferred income and social contribution taxes | 0 | 0 | - |
| P rovisions for tax, civil, and labor risks | 28 | 30 | 28 |
| Lease s payable | 560 | 565 | 546 |
| O thers | 23 | 39 | 29 |
| Total operating l iabilities | 765 | 759 | 837 |
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Table of Contents
1Q25
R$ million
| ULTRACARGO - Income statement | Quarter — 1 Q 25 | 1 Q 24 | 4Q 24 |
|---|---|---|---|
| Net revenues | 271 | 263 | 283 |
| C ost of products sold and service provided | (103) | (92) | (102) |
| Gross profit | 167 | 171 | 181 |
| Operating expenses | |||
| Selling and marketing | (2) | (4) | (2) |
| Ge neral and administrative | (40) | (42) | (50) |
| Result s from disposal of assets | |||
| O ther operating income (expenses), net | 0 | (0) | 0 |
| Operating expenses | 2 | 2 | 2 |
| Operating income | 128 | 127 | 132 |
| Total s hare of profit (loss) of subsidiaries, joint ventures and associates | |||
| Share of profit (loss) of subsidiaries, joint ventures and associates | 1 | 1 | 1 |
| Amortization of fair value adjustments on associates acquisition | (0) | - | (0) |
| Adjusted EBITDA | 166 | 165 | 169 |
| Depreciation and amortization¹ | 38 | 37 | 37 |
| RATIOS | |||
| Gross margin ( % ) | 61.8% | 65.0% | 64.0% |
| Operating margin ( % ) | 47.2% | 48.3% | 46.5% |
| Adjusted EBITDA margin ( % ) | 61.4% | 62.8% | 59.9% |
| N umber of employees | 846 | 843 | 843 |
1 Includes amortization of fair value adjustments on associates acquisition
87
Table of Contents
( Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A.,
held on May 7 th , 2025 )
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ Nr. 33.256.439/0001-39 NIRE 35.300.109.724
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place :
May, 7 th , 202 5 , at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9 th floor, in the City and State of São Paulo , p articipation via Microsoft Teams was also permitted .
Members in attendance :
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Rodrigo de Almeida Pizzinatto; (iv) Chief Financial Officer, Mr. Alexandre Mendes Palhares; and (v) the Executive Officers of the Company Businesses, Mrs. Décio de Sampaio Amaral, Leonardo Remião Linden and Tabajara Bertelli Costa.
Matters discussed and resolutions :
Notes : The resolutions were approved, with no amendments or qualifications, by all Board members .
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present .
Marcos Marinho Lutz – Chairman
Jorge Marques de Toledo Camargo – Vice- Chairman
Flávia Buarque de Almeida
Fabio Venturelli
José Mauricio Pereira Coelho
Marcelo Faria de Lima
Peter Paul Lorenço Estermann
Vânia Maria Lima Neves
Denize Sampaio Bicudo – Secretary of the B oard of Directors
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Table of Contents
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: May 07 , 2025
| ULTRAPAR HOLDINGS INC. |
|---|
| By: /s/ Rodrigo de Almeida Pizzinatto |
| Name: Rodrigo de Almeida Pizzinatto |
| Title: Chief Financial and Investor Relations Officer |
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