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Investments in subsidiaries, joint ventures and associates | 12 Months Ended
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Dec. 31, 2024
Investments in subsidiaries, joint ventures and associates |
Investments in subsidiaries, joint ventures and associates | 11. Investments in subsidiaries, joint ventures and associates Accounting policy Investments in subsidiaries are accounted for under the equity method of accounting in the parent’s individual financial statements. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements. An associate is an investment in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establishes that decisions about the relevant activities of the investee require the consent from the parties that share control. Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary. The table below presents the positions of equity and income (loss) for the year by company:
| Equity |  |  | Income (loss) for the year |  |  | Interest in share capital - % (*) |  |  | Investments/ Provision for equity deficiency |  |  | Share of profit (loss) of subsidiaries, joint ventures and associates |
|  | 12/31/2024 |  |  | 12/31/2023 |  |  | 12/31/2024 |  |  | 12/31/2023 |  |  | 12/31/2022 |
Joint ventures |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
União Vopak – Armazéns Gerais Ltda. | 540 |  |  | (1,460 | ) |  | 50.00 |  |  | 270 |  |  | 1,550 |  |  | (730 | ) |  | 7,694 |  |  | (3,880 | )
Refinaria de Petróleo Riograndense S.A. | 6,081 |  |  | (83,097 | ) |  | 33.14 |  |  | 2,015 |  |  | 31,553 |  |  | (27,537 | ) |  | 7,668 |  |  | 26,110 |
Latitude Logística Portuária S.A. | 4,449 |  |  | (7,555 | ) |  | 50.00 |  |  | 2,225 |  |  | 6,002 |  |  | (3,777 | ) |  | (1,636 | ) |  | (2,339 | )
Navegantes Logística Portuária S.A. | 22,093 |  |  | (25,417 | ) |  | 33.33 |  |  | 7,364 |  |  | 15,836 |  |  | (8,472 | ) |  | (7,413 | ) |  | (11,040 | )
Nordeste Logística I S.A. | 17,878 |  |  | (513 | ) |  | 33.33 |  |  | 5,959 |  |  | 7,071 |  |  | (171 | ) |  | 730 |  |  | 2,591 |
Nordeste Logística II S.A. | 56,347 |  |  | 4,698 |  |  | 33.33 |  |  | 18,782 |  |  | 17,216 |  |  | 1,566 |  |  | (2,199 | ) |  | (2,007 | )
Nordeste Logística III S.A. | 54,991 |  |  | 1,478 |  |  | 33.33 |  |  | 18,330 |  |  | 18,004 |  |  | 493 |  |  | 967 |  |  | (30 | )
Química da Bahia Indústria e Comércio S.A. | 6,637 |  |  | (319 | ) |  | 50.00 |  |  | 3,319 |  |  | 3,478 |  |  | (159 | ) |  | (42 | ) |  | (8) |
Terminal de Combustíveis Paulínia S.A. ("Opla") (i) | 119,388 |  |  | 8,324 |  |  | 50.00 |  |  | 59,694 |  |  | 54,155 |  |  | 4,162 |  |  | 4,071 |  |  | - |
Other investments | ‐ |  |  | ‐ |  |  | ‐ |  |  | 281 |  |  | 349 |  |  | ‐ |  |  | ‐ |  |  | - |
Associates |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hidrovias do Brasil S.A. (ii) | 1,203,135 |  |  | (229,904 | ) |  | 41.94 |  |  | 504,629 |  |  | ‐ |  |  | (94,842 | ) |  | ‐ |  |  | - |
Metalúrgica Plus S.A. | (1,045 | ) |  | (276 | ) |  | 33.33 |  |  | (349 | ) |  | (256 | ) |  | (91 | ) |  | (99 | ) |  | (105 | )
Plenogás Distribuidora de Gás S.A. | 3,124 |  |  | 2,010 |  |  | 33.33 |  |  | 1,041 |  |  | 497 |  |  | 672 |  |  | 124 |  |  | 118 |
Other investments | ‐ |  |  | ‐ |  |  | ‐ |  |  | 41 |  |  | 33 |  |  | ‐ |  |  | ‐ |  |  | - |
Transportadora Sulbrasileira de Gás S.A. | 13,994 |  |  | 6,812 |  |  | 25.00 |  |  | 3,498 |  |  | 3,978 |  |  | 1,704 |  |  | 2,043 |  |  | 2,771 |
Goodwill on investments (*) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ |  |  | ‐ |  |  | ‐ |  |  | 117,306 |  |  | 158,634 |  |  | ‐ |  |  | ‐ |  |  | - |
Hidrovias do Brasil S.A. | ‐ |  |  | ‐ |  |  | ‐ |  |  | 775,044 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | - |
Fair value adjustment on investments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ |  |  | ‐ |  |  | ‐ |  |  | 38,835 |  |  | ‐ |  |  | (2,493 | ) |  | ‐ |  |  | - |
Advances for acquisition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Advances - Pão de Açúcar Group stations (iii) | ‐ |  |  | ‐ |  |  | ‐ |  |  | 90,000 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | - |
Advance for future capital increase |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hidrovias do Brasil S.A. (v) | ‐ |  |  | ‐ |  |  | ‐ |  |  | 500,000 |  |  | ‐ |  | ‐ |  |  | ‐ |  |  | - |
Total (A) |  |  |  |  |  |  |  |  |  | 2,148,284 |  |  | 318,100 |  | (129,675 | ) |  | 11,908 |  |  | 12,181 |
Total provision for equity deficit (B) |  |  |  |  |  |  |  |  |  | (349 | ) |  | (256 | ) |  |  |  |  |  |  |  |
Total investments (A-B) |  |  |  |  |  |  |  |  |  | 2,148,633 |  |  | 318,356 |  |  |  |  |  |  |  |  |
(*) | For more information on the accounting policy, see Note 14.a.
(i) | Subsidiary Ultracargo Logística S.A. acquired a 50% interest in Opla on July 1, 2023. The purchase price allocation (PPA) was completed in June 2024. For further information, see Note 27.
(ii) | Hidrovias is engaged in logistics and waterway, highway and multimodal infrastructure activities in Brazil and abroad. As of May 2024, date on which the Company began to hold significant influence in Hidrovias, the share of profit (loss) of the associate is recorded with a 2-month lag, as it was not feasible to consolidate the figures at the time of acquisition and since then the Company has maintained consistency in its disclosures. For further information, see Note 27.a.
(iii) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by subsidiary Centro de Conveniências Millenium Ltda. For further information, see Note 1.b.3
(iv) | The amount refers to the advance for future capital increase of Hidrovias, made by subsidiary Ultrapar Logística Ltda. For further information, see Note 27.a
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 year |
| 12/31/2024 | 12/31/2023 |  | 12/31/2024 |  |  | 12/31/2023 |  |  | 12/31/2024 |  |  | 12/31/2023 |  |  | 12/31/2022 |
Subsidiaries | % | % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Iconic Lubrificantes S.A. | 44% | 44% |  | 484,986 |  |  | 477,710 |  |  | 135,428 |  |  | 72,505 |  |  | 34,955 |
WTZ Participações S.A. | 48% | - |  | 116,249 |  |  | ‐ |  |  | 25,082 |  |  | ‐ |  |  | - |
Other investments | - | - |  | 63,491 |  |  | 45,621 |  |  | 2,650 |  |  | 5,453 |  |  | 4,275 |
|  |  |  | 664,726 |  |  | 523,331 |  |  | 163,160 |  |  | 77,958 |  |  | 39,230 |
The summarized financial information of the associates and joint ventures relevant for the Company is presented below. The individual financial statements of these entities may differ from the financial information presented here, which is prepared considering Ultrapar's accounting policies and using the most recent financial information available.
| 12/31/2024 |  |  | 12/31/2023 |  |  | 10/31/2022 |
| Joint ventures |  |  | Joint ventures |  |  | Joint ventures |
| RPR |  |  | Opla |  |  | RPR |  |  | Opla |  |  | RPR |
Total assets | 1,069,063 |  |  | 182,810 |  |  | 844,959 |  |  | 190,626 |  |  | 772,351 |
Total liabilities | 1,062,982 |  |  | 63,422 |  |  | 717,926 |  |  | 82,315 |  |  | 696,501 |
Equity | 6,081 |  |  | 119,388 |  |  | 127,033 |  |  | 108,311 |  |  | 75,850 |
Net revenue | 2,177,747 |  |  | 60,281 |  |  | 2,954,931 |  |  | 35,117 |  |  | 3,215,987 |
Net income (loss) for the year | (83,097 | ) |  | 8,324 |  |  | 20,899 |  |  | 8,141 |  |  | 78,599 |
Number of shares or units held | 1,719,491 |  |  | 16,957,908 |  |  | 5,078,888 |  |  | 33,915,815 |  |  | 5,078,888 |
Interest in share capital - % | 33.14 |  |  | 50.00 |  |  | 33.14 |  |  | 50.00 |  |  | 33.14 |
| 10/31/2024 |
| Associate |
| Hidrovias (Consolidated) |
Current assets | 1,234,849 |
Noncurrent assets | 5,338,418 |
Current liabilities | 1,705,175 |
Noncurrent liabilities | 3,664,958 |
Equity | 1,203,134 |
Net revenue | 1,260,687 |
Gross profit | 137,235 |
Net loss for the period | (324,791 | )
Number of shares or units held | 318,925,700 |
Interest in share capital - % | 41.94 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
| Joint ventures |  |  | Associates |  |  | Advances |  |  | Advances for future capital increase |  |  | Total |
Balance as of December 31, 2021 (i) | 71,389 |  |  | 7,204 |  |  |  |  |  |  |  |  | 78,593 |
Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 9,397 |  |  | 2,784 |  |  | - |  |  | - |  |  | 12,181 |
Dividends | (4,298 | ) |  | (2,076 | ) |  | - |  |  | - |  |  | (6,374 | )
Equity instrument granted (ii) | ‐ |  |  | ‐ |  |  | - |  |  | - |  |  | ‐ |
Accumulated other comprehensive income | 267 |  |  | ‐ |  |  | - |  |  | - |  |  | 267 |
Actuarial gain of post-employment benefits of subsidiaries, net of income and social contribution taxes | (1,440 | ) |  | ‐ |  |  | - |  |  | - |  |  | (1,440 | )
Capital increase in cash | 28,000 |  |  | ‐ |  |  | - |  |  | - |  |  | 28,000 |
Shareholder transactions - changes of interest | 3,528 |  |  | (3,528 | ) |  | - |  |  | - |  |  | ‐ |
Balance as of December 31, 2022 (i) | 106,843 |  |  | 4,384 |  |  | ‐ |  |  | ‐ |  |  | 111,227 |
Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 9,840 |  |  | 2,068 |  |  | ‐ |  |  | ‐ |  |  | 11,908 |
Dividends | (11,072 | ) |  | (2,200 | ) |  | ‐ |  |  | ‐ |  |  | (13,272 | )
Equity instrument granted (ii) | 899 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 899 |
Acquisition of Terminal de Combustíveis Paulínia S.A. ("Opla") | 210,096 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 210,096 |
Capital decrease | (3,100 | ) |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (3,100 | )
Other movements | 342 |  |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | 342 |
Balance as of December 31, 2023 (i) | 313,848 |  |  | 4,252 |  |  | ‐ |  |  | ‐ |  |  | 318,100 |
Share of profit (loss) of subsidiaries, joint ventures and associates (*) | (34,625 | ) |  | (92,557 | ) |  | ‐ |  |  | ‐ |  |  | (127,182 | )
Amortization of fair value adjustments | (2,493 | ) |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (2,493 | )
Dividends | ‐ |  |  | (1,196 | ) |  | ‐ |  |  | ‐ |  |  | (1,196 | )
Equity instrument granted (ii) | ‐ |  |  | 1,540 |  |  | ‐ |  |  | ‐ |  |  | 1,540 |
Accumulated other comprehensive income | (2,427 | ) |  | 37,458 |  |  | ‐ |  |  | ‐ |  |  | 35,031 |
Capital increase in cash | ‐ |  |  | 42,985 |  |  | ‐ |  |  | ‐ |  |  | 42,985 |
Capital decrease in shares | (522 | ) |  | ‐ |  |  | ‐ |  |  | ‐ |  |  | (522 | )
Advances for investments - GPA stations | ‐ |  |  | ‐ |  |  | 90,000 |  |  | - |  |  | 90,000 |
Acquisition of shares of Hidrovias do Brasil S.A. | ‐ |  |  | 647,201 |  |  | ‐ |  |  | ‐ |  |  | 647,201 |
Transfers of financial assets to investments (iii) | ‐ |  |  | 645,333 |  |  | ‐ |  |  | ‐ |  |  | 645,333 |
Advance for future capital increase (iv) | ‐ |  |  | - |  |  | - |  |  | 500,000 |  |  | 500,000 |
Other movements | 599 |  |  | (1,112 | ) |  | ‐ |  |  | ‐ |  |  | (513 | )
Balance as of December 31, 2024 (i) | 274,380 |  |  | 1,283,904 |  |  | 90,000 |  |  | 500,000 |  |  | 2,148,284 |
(*) | Adjusted for unrealized profits between subsidiaries.
(i) | Investments in subsidiaries, joint ventures and associates net of provision for equity deficit.
(ii) | Amounts refer to grants of long-term incentives in subsidiaries Ultrapar Mobilidade, Ultragaz Participações and Ultrapar Logística.
(iii) | Amounts refer to the acquisition of stake in Hidrovias do Brasil S.A. For further details, see Note 27.a.
(iv) | Amounts refer to the advance for future capital increase made in December 2024 by subsidiary Ultrapar Logística Ltda. in Hidrovias do Brasil S.A.

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