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Intangible assets | 12 Months Ended
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Dec. 31, 2024
Intangible assets |
Intangible assets | 14. Intangible assets Accounting policy Intangible assets include assets acquired by the Company and its subsidiaries from third parties, and are recognized according to the criteria below: • Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested for impairment annually or more frequently when there is indication that the goodwill might be impaired. Goodwill is allocated to the cash generating units, which represent the lowest level at which goodwill is monitored for impairment testing purposes. • Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the amount paid on acquisition and amortizedusing the straight-line method, according to their useful lives, and are reviewed annually. • The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being prescribed according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy. The obligation is recorded under a specific line item of the statement of financial position and is measured according to the target established by the ANP, through the average acquisition cost of credits acquired or the fair value of credits traded on B3 on the closing date for the credits to be acquired. The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life.
| Weighted average useful life (years) |  | Balance as of 12/31/2023 |  |  | Additions |  |  | Amortization |  |  | Transfers (i) |  |  | Write-offs |  |  | Foreign exchange variations |  |  | Acquisition of subsidiaries (ii) |  |  | Balance as of 12/31/2024 |
Cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goodwill (a) | - |  | 943,125 |  |  | ‐ |  |  | - |  |  | (115 | ) |  | - |  |  | ‐ |  |  | 39,349 |  |  | 982,359 |
Software (b) | 5 |  | 1,503,601 |  |  | 226,098 |  |  | ‐ |  |  | (18,475 | ) |  | (3,969 | ) |  | 108 |  |  | 282 |  |  | 1,707,645 |
Distribution rights | 14 |  | 155,174 |  |  | 20,101 |  |  | ‐ |  |  | 1,412 |  |  | - |  |  | ‐ |  |  | ‐ |  |  | 176,687 |
Brands (c) | - |  | 62,303 |  |  | ‐ |  |  | ‐ |  |  | (948 | ) |  | ‐ |  |  | ‐ |  |  | 11 |  |  | 61,366 |
Trademark rights (c) | 30 |  | 120,960 |  |  | 41 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 121,001 |
Others | 3 |  | 15,127 |  |  | 224 |  |  | ‐ |  |  | (4,211 | ) |  | (529 | ) |  | ‐ |  |  | ‐ |  |  | 10,611 |
Decarbonization credits (CBIO) | - |  | 710,710 |  |  | 713,453 |  |  | ‐ |  |  | (389 | ) |  | (1,423,452 | ) |  | ‐ |  |  | ‐ |  |  | 322 |
|  |  | 3,511,000 |  |  | 959,917 |  |  | - |  |  | (22,726 | ) |  | (1,427,950 | ) |  | 108 |  |  | 39,642 |  |  | 3,059,991 |
Accumulated amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Software |  |  | (826,773 | ) |  | ‐ |  |  | (222,487 | ) |  | 32,886 |  |  | 2,756 |  |  | ‐ |  |  | - |  |  | (1,013,618 | )
Distribution rights |  |  | (106,145 | ) |  | ‐ |  |  | (4,860 | ) |  | 16 |  |  | 170 |  |  | ‐ |  |  | ‐ |  |  | (110,819 | )
Trademark rights |  |  | (18,931 | ) |  | ‐ |  |  | (4,389 | ) |  | ‐ |  |  | 323 |  |  | ‐ |  |  | ‐ |  |  | (22,997 | )
Others |  |  | (5,234 | ) |  | ‐ |  |  | (301 | ) |  | - |  |  | 1,308 |  |  | ‐ |  |  | ‐ |  |  | (4,227 | )
|  |  | (957,083 | ) |  | ‐ |  |  | (232,037 | ) |  | 32,902 |  |  | 4,557 |  |  | ‐ |  |  | - |  |  | (1,151,661 | )
Net amount |  |  | 2,553,917 |  |  | 959,917 |  |  | (232,037 | ) |  | 10,176 |  |  | (1,423,393 | ) |  | 108 |  |  | 39,642 |  |  | 1,908,330 |
(i) Refers to R$ 10,176 transferred from property, plant and equipment. (ii) For further information, see Note 27.
| Weighted average useful life (years) |  | Balance as of 12/31/2022 |  |  | Additions |  |  | Amortization |  |  | Transfers (i) |  |  | Write-offs |  |  | Foreign exchange variations |  |  | Acquisition of subsidiaries |  |  | Balance as of 12/31/2023 |
Cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goodwill (a) | - |  | 917,775 |  |  | - |  |  | ‐ |  |  | ‐ |  |  | - |  |  | ‐ |  |  | 25,350 |  |  | 943,125 |
Software (b) | 5 |  | 1,299,088 |  |  | 273,310 |  |  | ‐ |  |  | 1,086 |  |  | (79,909 | ) |  | ‐ |  |  | 10,026 |  |  | 1,503,601 |
Distribution rights | 15 |  | 114,593 |  |  | 1,357 |  |  | ‐ |  |  | ‐ |  |  | - |  |  | ‐ |  |  | 39,224 |  |  | 155,174 |
Brands (c) | - |  | 65,647 |  |  | - |  |  | ‐ |  |  | ‐ |  |  | - |  |  | (3,344 | ) |  | ‐ |  |  | 62,303 |
Trademark rights (c) | 30 |  | 114,792 |  |  | 25 |  |  | ‐ |  |  | ‐ |  |  | - |  |  | ‐ |  |  | 6,143 |  |  | 120,960 |
Others | 3 |  | 177 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (3 | ) |  | ‐ |  |  | 14,953 |  |  | 15,127 |
Decarbonization credits (CBIO) | - |  | 232,305 |  |  | 778,885 |  |  | ‐ |  |  | ‐ |  |  | (300,480 | ) |  | ‐ |  |  | ‐ |  |  | 710,710 |
|  |  | 2,744,377 |  |  | 1,053,577 |  |  | ‐ |  |  | 1,086 |  |  | (380,392 | ) |  | (3,344 | ) |  | 95,696 |  |  | 3,511,000 |
Accumulated amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Software |  |  | (708,659 | ) |  | ‐ |  |  | (192,976 | ) |  | ‐ |  |  | 79,720 |  |  | ‐ |  |  | (4,858 | ) |  | (826,773 | )
Distribution rights |  |  | (102,037 | ) |  | ‐ |  |  | (2,956 | ) |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (1,152 | ) |  | (106,145 | )
Trademark rights |  |  | (14,930 | ) |  | ‐ |  |  | (3,889 | ) |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (112 | ) |  | (18,931 | )
Others |  |  | (402 | ) |  | ‐ |  |  | (4,835 | ) |  | ‐ |  |  | 3 |  |  | ‐ |  |  | ‐ |  |  | (5,234 | )
|  |  | (826,028 | ) |  | ‐ |  |  | (204,656 | ) |  | ‐ |  |  | 79,723 |  |  | ‐ |  |  | (6,122 | ) |  | (957,083 | )
Net amount |  |  | 1,918,349 |  |  | 1,053,577 |  |  | (204,656 | ) |  | 1,086 |  |  | (300,669 | ) |  | (3,344 | ) |  | 89,574 |  |  | 2,553,917 |
(i) Refers to R$ 1,086 transferred to intangible assets and R$ 4,491 transferred from right-of-use assets.
| Weighted average useful life (years) |  | Balance as of 12/31/2021 |  |  | Additions |  |  | Amortizations |  |  | Transfers (i) |  |  | Write-offs |  |  | Exchange rate variation |  |  | Balance as of 12/31/2022 |
Cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goodwill (a) | - |  | 818,096 |  |  | 99,679 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 917,775 |
Software (c) | 5 |  | 1,146,980 |  |  | 277,600 |  |  | ‐ |  |  | 173 |  |  | (125,665 | ) |  | ‐ |  |  | 1,299,088 |
Distribution rights | 12 |  | 114,593 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 114,593 |
Brands (d) | - |  | 69,198 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (3,551 | ) |  | 65,647 |
Trademark rights (d) | 39 |  | 114,792 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 114,792 |
Others | 10 |  | 421 |  |  | 999 |  |  | ‐ |  |  | (1,243 | ) |  | ‐ |  |  | ‐ |  |  | 177 |
Decarbonization credits (CBIO) (b) | - |  | ‐ |  |  | 635,130 |  |  | ‐ |  |  | ‐ |  |  | (402,825 | ) |  | ‐ |  |  | 232,305 |
|  |  | 2,264,080 |  |  | 1,013,408 |  |  | ‐ |  |  | (1,070 | ) |  | (528,490 | ) |  | (3,551 | ) |  | 2,744,377 |
Accumulated amortization: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Software |  |  | (679,402 | ) |  | - |  |  | (154,122 | ) |  | ‐ |  |  | 124,865 |  |  | - |  |  | (708,659 | )
Distribution rights |  |  | (101,027 | ) |  | - |  |  | (1,010 | ) |  | - |  |  | - |  |  | - |  |  | (102,037 | )
Trademark rights |  |  | (11,993 | ) |  | - |  |  | (2,937 | ) |  | - |  |  | - |  |  | - |  |  | (14,930 | )
Others |  |  | (402 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (402 | )
|  |  | (792,824 | ) |  | ‐ |  |  | (158,069 | ) |  | ‐ |  |  | 124,865 |  |  | ‐ |  |  | (826,028 | )
Net amount |  |  | 1,471,256 |  |  | 1,013,408 |  |  | (158,069 | ) |  | (1,070 | ) |  | (403,625 | ) |  | (3,551 | ) |  | 1,918,349 |
(i) Refers to R$ 1,070 transferred to property, plant and equipment a. Goodwill
| Segment |  | 12/31/2024 |  |  | 12/31/2023 |
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 |  |  | ‐ |
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 |  |  | 14,217 |
TEAS | Ultracargo |  | 797 |  |  | 797 |
|  |  | 982,359 |  |  | 943,125 |
As of December 31, 2024, the Company assessed the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections of future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the future economic conditions. The main key assumptions used by the Company to calculate the value in use are described below. Period of evaluation: period of five years, after which the Company calculates the perpetuity, considering the possibility of carrying the business on indefinitely. Discount rate and real growth rate: the nominal discount and real growth rates used to extrapolate the projections at December 31, 2024 ranged from 10.3% to 11.7% and -0.5% to 0.5% p.a., respectively, depending on the acquisition analyzed. Revenue from sales and services, costs and expenses, and gross margin: considers the budget prepared for 2025 and the long-term strategic plan prepared by Management and presented to the Board of Directors. Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11. b. Software Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also includes expenses related to software in progress in the amount of R$ 84,421 in 2024 (R$ 11,200 in 2023 and R$ R$ 18,673 in 2022). c. Brands and trademarks rights Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and the NEOgás brand, acquired in the business combination, and Chevron and Texaco trademarks rights.

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