Edgar Filing: Cosan Ltd.

COSAN LIMITED

August 14, 2009

/s/ Marcelo Eduardo Martins

Marcelo Eduardo Martins

Chief Financial and Investor Relations Officer

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2009

Commission File Number: 1-33659

COSAN LIMITED

(Translation of registrant’s name into English)

Av. Juscelino Kubitschek, 1726 – 6th floor

São Paulo, SP 04543-000 Brazil

(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

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

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

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

COSAN LIMITED

Item
1.		Unconsolidated and Consolidated Quarterly Financial Information of Cosan Indústria e Comércio for the quarter ended June 30, 2009

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.

Item 1

Unconsolidated and Consolidated Quarterly Financial Information

Cosan S.A. Indústria e Comércio

June 30, 2009

COSAN S.A. INDÚSTRIA E COMÉRCIO

UNCONSOLIDATED AND CONSOLIDATED QUARTERLY FINANCIAL INFORMATION

June 30, 2009

Contents

Special review report of independent auditors	1

Unaudited quarterly financial information

Unaudited balance sheets	3
Unaudited statements of operations	5
Unaudited statements of cash flows	7
Unaudited statement of changes in shareholders’ equity	11
Notes to the unaudited quarterly financial information	12
Report on Company’s performance (consolidated)	54
Other Company’s relevant information	79

A free translation from Portuguese into English of Special Review Report of Independent Auditors on Quarterly Financial Information prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil

Special review report of independent auditors

The Board of Directors and Shareholders of

Cosan S.A. Indústria e Comércio

We have performed a special review of the accompanying Quarterly Financial Information of Cosan S.A. Indústria e Comércio (parent company and consolidated) for the quarter ended June 30, 2009, including the balance sheets, statements of operations and cash flows, report on the Company’s performance and explanatory notes, prepared under the management’s responsibility.

Our review was conducted in accordance with the specific procedures determined by the Brazilian Institute of Independent Auditors (IBRACON) and the Federal Board of Accountancy (CFC), which comprised principally: (a) inquiries of and discussions with the management responsible for the Company’s accounting, financial and operational areas about the criteria adopted for the preparation of the Quarterly Financial Information; and (b) review of information and subsequent events which have, or could have, significant effects on the Company’s operations and financial position.

Based on our special review, we are not aware of any material modification that should be made to the Quarterly Financial Information referred to above for it to comply with specific standards established by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Financial Information.

As mentioned in Note 2, the accounting practices adopted in Brazil were modified during 2008 and the effects of its first time adoption were only recorded by the Company and its subsidiaries during the fourth quarter of the previous year and disclosed in the March 31, 2009 financial statements. The statements of operations and cash flows, for the quarter ended July 31, 2009, presented in conjunction with the information for the current quarter, were not adjusted for comparative purposes, as permitted by Ofício-Circular/CVM/SNC/SEP nº 02/2009.

São Paulo, August 12, 2009

ERNST & YOUNG

Auditores Independentes S.S.

CRC 2SP015199/O-6

Luiz Carlos Nannini

Accountant CRC 1SP171638/O-7

A free translation from Portuguese into English of financial statements prepared in Brazilian currency in accordance with accounting practices adopted in Brazil

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited Balance sheets

June 30, 2009 and March 31, 2009

(In thousands of reais)

		Parent Company				Consolidated
		June 30, 2009		March 31, 2009		June 30, 2009		March 31, 2009
Assets
Current assets
Cash and cash equivalents	Note 4		307,907		388,726		932,920		719,356
Restricted cash			35,804		11,757		40,086		11,757
Trade accounts receivable	Note 5		120,515		112,415		585,636		599,163
Derivative financial instruments	Note 19		86,591		17,022		86,591		17,022
Inventories	Note 6		314,292		341,490		1,149,923		1,106,185
Advances to suppliers			95,164		74,520		386,088		206,032
Related parties	Note 7		371,713		196,319		36,121		57,232
Deferred income and social contribution taxes	Note 12.b		-		-		53,502		42,471
Recoverable taxes			98,155		89,763		299,046		265,417
Other assets			6,874		11,285		32,674		50,279
			1,437,015		1,243,297		3,602,587		3,074,914

Noncurrent assets
Long-term receivables
Accounts receivable from federal government	Note 14		-		-		326,439		323,433
CTNs-Restricted Brazilian Treasury Bills	Note 13		28,050		27,356		184,698		177,626
Deferred income and social contribution taxes	Note 12.b		123,391		236,710		644,591		700,044
Advances to suppliers			6,175		3,800		55,477		48,035
Related parties	Note 7		-		-		153,167		-
Other assets			5,660		5,426		185,385		132,432
Permanent assets
Investments	Note 8		5,216,142		4,788,932		181,291		278,209
Property, plant and equipment	Note 9		796,815		815,734		4,516,362		3,493,947
Intangible	Note 10		395,637		377,443		2,724,336		2,418,753
			6,571,869		6,255,401		8,971,746		7,572,479



Total assets			8,008,884		7,498,698		12,574,333		10,647,393

		Parent Company						Consolidated
		June 30, 2009			March 31, 2009			June 30, 2009			March 31, 2009
Liabilities and shareholders’ equity
Current liabilities
Loans and financing	Note 13		504,744			1,419,451			1,127,356			1,449,504
Derivative financial instruments			97,977			66,895			98,855			66,895
Trade accounts payable			131,945			92,874			662,751			456,116
Salaries payable			52,609			29,713			152,303			93,156
Taxes and social contributions payable	Note 11		41,276			36,076			189,792			168,596
Related parties	Note 7		112,602			26,801			4,475			5,169
Other liabilities			28,504			39,203			134,142			85,794
Total current liabilities			969,657			1,711,013			2,369,674			2,325,230

Noncurrent liabilities
Loans and financing	Note 13		1,947,733			1,237,766			4,091,447			2,885,456
Taxes and social contributions payable	Note 11		54,016			55,410			335,510			328,760
Related parties	Note 7		719,151			853,151			341,530			405,160
Provision for judicial demands	Note 14		239,900			236,633			1,135,460			1,105,899
Actuarial liability			-			-			60,971			60,378
Other liabilities			37,760			38,978			169,224			139,884
Total noncurrent liabilities			2,998,560			2,421,938			6,034,142			4,925,537

Minority shareholders’ interest			-			-			29,850			30,879

Shareholders’ equity	Note 15
Capital			4,153,942			3,819,770			4,153,942			3,819,770
Treasury stock			(4,186	)		(4,186	)		(4,186	)		(4,186	)
Recognized granted shares			49,320			45,841			49,320			45,841
Accumulated losses			(158,409	)		(495,678	)		(158,409	)		(495,678	)
Total shareholders’ equity			4,040,667			3,365,747			4,040,667			3.365,747
Total liabilities and shareholders’ equity			8,008,884			7,498,698			12,574,333			10,647,393

See accompanying notes.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statements of operations

Three-month periods ended June 30, 2009 and July 31, 2008

(In thousands of reais, except for the earnings (loss) per share)

		Parent Company						Consolidated
		June 30, 2009			July 31, 2008			June 30, 2009			July 31, 2008
Gross operating revenue
Sales of goods and services			665,996			359,764			3,843,505			692,669
Taxes and sales deductions			(36,728	)		(24,619	)		(277,402	)		(53,079	)
Net operating revenue			629,268			335,145			3,566,103			639,590

Cost of goods sold and services rendered			(542,670	)		(331,192	)		(3,198,418	)		(626,027	)

Gross profit			86,598			3,953			367,685			13,563

Operating income (expenses)
Selling expenses			(47,468	)		(35,155	)		(209,570	)		(85,708	)
General and administrative expenses			(43,147	)		(35,207	)		(87,974	)		(58,276	)
Management fees	Note 16		(1,311	)		(1,452	)		(1,311	)		(1,452	)
Financial income (expenses), net	Note 17		343,309			137,270			433,433			86,937
Earnings (losses) on equity investments	Note 8		108,992			(89,882	)		(3,554	)		160
Goodwill amortization			-			(16,489	)		-			(40,385	)
Realization of goodwill on sale			-			-			(85,589	)		-
Other operating income (expenses), net			3,615			549			72,484			3,864
			363,990			(40,366	)		122,869			(99,362	)

Income (loss) before income and social contribution taxes			450,588			(36,413	)		485,604			(81,297	)

Income and social contribution taxes	Note 12.a		(113,319	)		(21,730	)		(157,899	)		22,404

Minority shareholders’ interest			-			-			9,564			750

Net income (loss) for the period			337,269			(58,143	)		337,269			(58,143	)
Earnings (loss) per share – in Reais			0.91			(0.21	)

See accompanying notes.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statements of cash flows – indirect method

Three-month periods ended June 30, 2009 and July 31, 2008

(In thousands of reais)

	Parent Company						Consolidated
	June 30, 2009			July 31, 2008			June 30, 2009			July 31, 2008
Cash flows from operating activities
Net income (loss) for the period		337,269			(58,143	)		337,269			(58,143	)
Adjustments to reconcile net income (loss) for the period to cash used in operating activities
Depreciation and amortization		62,557			66,463			169,917			157,226
Losses (earnings) on equity investments		(108,992	)		89,882			3,554			(160	)
Net book value of permanent assets disposed of		(259	)		870			(103,168	)		1,161
Goodwill amortization		-			16,489			-			40,385
Realization of goodwill on sale		-			-			85,589			-
Deferred income and social contribution taxes		113,319			8,052			134,587			(36,081	)
Set-up (reversal) of provision for legal claims, net		592			2,112			2,890			10,629
Minority interest		-			-			(9,564	)		(750	)
Interest, monetary and exchange variation, net		(243,609	)		(75,005	)		(287,809	)		(26,222	)
Others		(1,623	)		(4,583	)		5,207			(6,022	)
Variation in assets and liabilities
Trade accounts receivables		(23,041	)		(3,487	)		110,345			90,479
Inventories		37,336			(125,889	)		172,567			(327,316	)
Recoverable taxes		(8,392	)		12,742			10,394			8,457
Advances to suppliers		(23,019	)		(20,047	)		(75,730	)		(37,036	)
Trade accounts payables		39,071			77,333			46,966			140,577
Salaries payable		22,896			17,301			41,354			38,264
Taxes and social contributions payables		3,252			(5,292	)		(57,123	)		(13,063	)
Derivative financial instruments		(62,534	)		(30,635	)		(60,035	)		(30,635	)
Other assets and liabilities, net		(4,240	)		(5,712	)		7,011			823
Net cash provided by (used in) operating activities		140,583			(37,549	)		534,221			(47,427	)
Cash flows from investments activities
Application in investments		(3,900	)		(45,405	)		58,539			(3,753	)
Cash received on sale of investment		-			-			117,731			1,639
Application in property, plant and equipment		(55,138	)		(50,268	)		(420,618	)		(264,823	)
Others		294			459			-			3,004
Net cash used in investments activities		(58,744	)		(95,214	)		(244,348	)		(263,933	)

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statements of cash flows – indirect method (Continued)

Three-month periods ended June 30, 2009 and July 31, 2008

(In thousands of reais)

	Parent Company						Consolidated
	June 30, 2009			July 31, 2008			June 30, 2009			July 31, 2008
Cash flows from financial activities
Loans and financing		2,684			551			172,899			2,968
Amortization of principal and interest on loans and financing, advances from customers		(61,417	)		(39,750	)		(127,849	)		(67,769	)
Related parties		(103,925	)		(239,118	)		(121,359	)		-
Other					-						-
Net cash provide by financing activities		(162,658	)		(278,317	)		(76,309	)		(64,801	)
Net cash increase (decrease) in cash and cash equivalents		(80,819	)		(411,080	)		213,564			(376,161	)
Cash and cash equivalents at the beginning of the period		388,726			925,157			719,356			1,010,088
Cash and cash equivalents at the end of the period		307,907			514,077			932,920			633,927

See accompanying notes.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Unaudited statement of changes in shareholders’ equity

Three-month periods ended June 30, 2009

(In thousands of reais)

	Capital		Treasury shares			Recognized granted shares		Accumulated losses			Total
Balances as of March 31, 2009		3,819,770		(4,186	)		45,841		(495,678	)		3,365,747

Capital increase		334,172		-			-		-			334,172
Recognized granted shares		-		-			3,479		-			3,479
Net income for the period		-		-			-		337,269			337,269

Balances as of June 30, 2009		4,153,942		(4,186	)		49,320		(158,409	)		4,040,667

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

1.	Operations

The primary activity of Cosan S.A. Indústria e Comércio (“Company” or “Cosan”), with principal place of business in the city of Piracicaba, São Paulo, and its subsidiaries is the manufacturing and trading of sugar, ethanol and co-generation of electricity from sugarcane both of their own plantations and third parties. The Company has 23 producing units, all located in the São Paulo State, with a nominal capacity of milling 60 million tons of sugarcane per year, producing varied qualities of raw and refined sugar, anhydrous and hydrated ethanol. The Company activities are also linked with those of its subsidiary Cosan Operadora Portuária S.A. and affiliate TEAS - Terminal Exportador de Álcool de Santos S.A., which consist mainly in the Company’s logistic support to export of sugar and ethanol.

The Company, through its subsidiary Cosan Combustíveis e Lubrificantes S.A. (“Cosan CL”), operates in 40 fuel distribution bases in Brazil and ranks as one of the four biggest fuel distributors in Brazil, with a distribution network of nearly 1,500 gas stations across Brazil, which sell 5 billion liters of fuels, 160 million cubic meters of NGV and 127 thousand cubic meters of lubricants. Accordingly, the Company expanded its business model and became the first integrated renewable energy company, acting from the plantation of sugar cane to the distribution and retail sale of fuels.

In the Annual and Special Meeting held on August 29, 2008, the Company’s shareholders changed year end to March 31 of each year. As a consequence, the statements of operations and of cash flows for the quarter of the previous year relate to the quarter ended July 31, 2008, and not to June 30, 2008, as shown in items 01.05, 03.01, 03.02, 04.00, 09.01, 09.02, 10.00, 22.01.01 and 22.01.02 of this quarterly information, therefore, are not comparable to those of the current quarter ended June 30, 2009. Also, the quarter ended June 30, 2009 presents three-month results of subsidiary Cosan CL and one-month results of subsidiary Nova América S.A. – Agroenergia, which were acquired by the Company on December 1, 2008 and on June 18, 2009 (Note 8), respectively.

During the three-month period ended June 30, 2009, the Company and its subsidiaries carried out a number of corporate operations, the main of which being the association among the groups Cosan and Rezende Barbosa, which details are described in Notes 8 and 15 hereto.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

2.	Basis of preparation and presentation of the quarterly information

The Company’s quarterly information for the period ended June 30, 2009 were prepared based on the accounting practices adopted in Brazil and on the rules issued by the Brazilian Securities and Exchange Commission (“CVM”), observing the accounting guidelines set forth in corporation law (Law Nº 6404/76) which include the new provisions established, amended and repealed by Law Nº 11638, of December 28, 2007 (“Law 11638/07”) and by Law Nº 11941, of May 27, 2009 (“Law 11941/09”).

The accounting practices adopted in Brazil were amended during 2008 and the effects of their first-time adoption were recorded by the Company during the fourth quarter of 2008 and disclosed in the financial statements of March 31, 2009. The quarterly information for the quarter ended July 31, 2008, presented in conjunction with the quarterly information for the three-month period ended June 30, 2009, was not adjusted for comparison purposes, as allowed by CVM/SNC/SEP Official Memorandum Nº 02/2009. On July 31, 2008, the impacts of these new accounting practices on the results for the period are as follows:

	Parent Company and Consolidated
Balances before the amendments from Laws No. 11638/07 and 11941/08		(58,143	)
Recognized granted options – CPC 10		(3,646	)
Lease operations – CPC 06		1,726
Derivative financial instruments – CPC 14		(51,160	)
Deferred income tax and social contribution on temporary adjustments		16,808
		(36,272	)
Balances adjusted through application of Laws No. 11638/07 and 11941/08		(94,415	)

The quarterly information for the parent company and consolidated, including accompanying notes, except as otherwise stated, are presented in thousands of reais.

The results for the three-month period ended June 30, 2009 are not necessarily an indication of results that may be expected for the year ending March 31, 2010.

Non-financial information presented in these financial statements was not reviewed by independent auditors.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

3. Summary of significant accounting practices

The quarterly information was prepared according to principles, practices and criteria consistent with those adopted when preparing the financial statements for March 31, 2009 and should be read in conjunction therewith.

Consolidation of quarterly information

The consolidated quarterly information was prepared in accordance with the basic principles of consolidation. The consolidation process includes the following principal procedures:

Intercompany assets and liabilities are eliminated;

Equity investments in subsidiaries, proportionate to the parent company interest in the shareholders’ equity of subsidiaries, are eliminated;

Intercompany revenues and expenses are eliminated; and

Significant unearned intercompany income is eliminated, when relevant.

The financial year adopted by the companies included in the consolidation coincides with that of the Company and accounting policies were consistently applied in the consolidated companies, in line with those used on March 31, 2009.

The main consolidated companies are listed below:

	Direct and indirect interest as of
	June 30, 2009			March 31, 2009
Administração de Participações Aguassanta Ltda.		91.5	%		91.5	%
Usina da Barra S.A. Açúcar e Álcool		99.6	%		99.6	%
Águas da Ponte Alta S.A.		99.6	%		99.6	%
Vale da Ponte Alta S.A.		99.6	%		99.6	%
Agrícola Ponte Alta S.A.		99.6	%		99.6	%
Cosan Centroeste S.A. Açúcar e Álcool		99.6	%		99.6	%
Barra Bioenergia S.A.		99.6	%		99.6	%
DaBarra Alimentos Ltda.		99.6	%		99.6	%
Bonfim Nova Tamoio – BNT Agrícola Ltda.		99.6	%		99.6	%
Benálcool Açúcar e Álcool S.A.		99.6	%		99.6	%
Barrapar Participações Ltda.		99.6	%		99.6	%
Aliança Indústria e Comercio de açúcar e Álcool S.A.		99.6	%		99.6	%
Cosan Distribuidora de Combustíveis Ltda.		99.9	%		99.9	%
Cosan S.A. Bioenergia		100.0	%		100.0	%
Cosan International Universal Corporation		100.0	%		100.0	%
Cosan Finance Limited		100.0	%		100.0	%
Grançucar S.A. Refinadora de Açúcar		100.0	%		100.0	%
Cosanpar Participações S.A. (1)		-			100.0	%
Cosan Combustíveis e Lubrificantes S.A. (1)		100.0	%		-
Copsapar Participações S.A. (2)		90.0	%		90.0	%
Novo Rumo Logística S.A. (3)		92.9	%		-
Rumo Logística S.A. (3)		92.9	%		-
Cosan Operadora Portuária S.A. (3)		92.9	%		90.0	%
Teaçú Armazéns Gerais S.A. (3)		92.9	%		-
Nova América S.A. – Agroenergia (3)		100.0	%		-

(1)

On June 23, 2009 Cosan CL incorporated its parent company Cosanpar Participações S.A. (Note 8);

(2)

Parent company of Novo Rumo Logística S.A., which holds an indirect control in the port terminals of Cosan Portuária and Teaçu (Note 8); and

(3)

Companies included in the association process with Grupo Rezende Barbosa (Notes 8 and 15).

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

4.	Cash and cash equivalents

	Parent Company				Consolidated
	06/30/09		03/31/09		06/30/09		03/31/09
Cash		147		40		260		125
“Overnight” investments		-		-		56,697		67,137
Bank checking accounts		12,313		44,081		42,692		74,586
Amounts pending foreign exchange closing		43,264		46,776		61,843		48,969
Marketable securities		252,183		297,829		771,428		528,539
		307,907		388,726		932,920		719,356

The balance of Overnight investments refers to financial investments in US dollars made with highly-rated banks, are remunerated according to the Federal Funds rate and may be promptly redeemed.

Amounts pending foreign exchange closing refer to receipts of funds in foreign currency from customers located abroad, whose foreign exchange closing with the applicable financial institutions had not occurred as of the balance sheet date.

The balances of Marketable Securities correspond to investments in Bank Deposit Certificates – CDB, allowing immediate redemption, are made with highly-rated banks and accrue in average 101.5% of the Interbank Deposit Certificate - CDI.

5. Trade accounts receivable7

	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
Domestic		30,969			39,125			506,824			485,518
International		90,322			74,066			137,235			162,822
(-) Allowance for doubtful accounts		(776	)		(776	)		(58,423	)		(49,177	)
		120,515			112,415			585,636			599,163

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

6.	Inventories

	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
Finished goods:
Sugar		79,740			56,328			271,875			109,265
Ethanol		49,104			78,661			148,573			200,980
Fuels and lubricants		-			-			224,475			274,430
Harvest costs		129,114			158,450			333,174			386,529
Supplies and other		67,517			57,907			201,221			158,083
Provision for inventory realization and obsolescence		(11,183	)		(9,856	)		(29,395	)		(23,102	)
		314,292			341,490			1,149,923			1,106,185

7.	Related parties

	Current Assets
	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
Usina da Barra S.A. Açúcar e Álcool		191,518			78,026			-			-
Nova América S.A. – Agroenergia		159,775			30,382			-			30,382
Rezende Barbosa S.A. Administração e Participações		-			-			160,529			-
Cosanpar Participações S.A. (1)		-			33,013			-			-
Cosan Combustíveis e Lubrificantes S.A.		-			37,580			-			-
Vertical UK LLP		10,306			13,404			14,965			26,850
Others		10,114			3,914			13,794			-
		371,713			196,319			189,288			57,232
Current		(371,713	)		(196,319	)		(36,121	)		(57,232	)
Noncurrent		-			-			153,167			-

(1) Company merged into Cosan Combustíveis e Lubrificantes S.A. (Note 8).

	Liabilities
	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
Cosan Finance Limited		751,139			872,128			-			-
Cosan Limited		-			-			342,064			410,329
Cosan Combustíveis e Lubrificantes S.A.		52,543						-
Others		28,071			7,824			3,941			4,458
		831,753			879,952			346,005			410,329
Current		(112,602	)		(26,801	)		(4,475	)		(5,169	)
Noncurrent		719,151			853,151			341,530			405,160

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

7.	Related parties (Continued)

	Parent Company						Consolidated
	04/01/09 to 06/30/09			05/01/08 to 07/31/08			04/01/09 to 06/30/09			05/01/08 to 07/31/08
Transactions involving assets
Remittance of financial resources. Net of receipts and credit assignments		275,819			216,917			(75,685	)		(58,592	)
Sale of finished goods and services (1)		41,417			38,196			286,858			103,821
Purchase of finished goods and services (1)		(174,610	)		(45,099	)		(286,858	)		(103,821	)
Sale of finished goods and services to related parties		30,991			23,178			69,059			43,402
Addition by incorporation		-			-			138,682			-
Financial income		1,777			18,295			-			-
		175,394			251,487			132,056			(15,190	)
Transactions involving liabilities
Proceeds received as financial resources, net of payments		72,790			-			(3,532	)		(667	)
Proceedings from Parent Company		-			-			-			-
Financial expenses (income)		(120,989	)		(30,742	)		(60,275	)		-
		(48,199	)		(30,742	)		(64,324	)		(667	)

(1)

It consists of operations carried out between Cosan’s direct and indirect subsidiaries included in the consolidation.

The purchase and sale transactions are carried out at prices and under conditions similar to those existing in the market.

The amount receivable at March 31, 2009 refers to funds remitted to indirect subsidiary Cosan Centroeste S.A. on behalf of Usina da Barra, which are not subject to interest.

The amount receivable from Nova América S.A. – Agroenergia refers to an intercompany loan subject to interest equivalent to 100% of CDI.

The receivable from Rezende Barbosa S.A. Administração e Participações is related to credits assumed by Rezende Barbosa, in connection with the acquisition of Nova América and intercompany loans at the interest rate equivalent to 100% of CDI.

The amount receivable from the affiliate Vertical UK LLP, located in British Virgin Islands, refers to ethanol trading, whith average maturity date of 30 days.

The payable to Cosan CL in March 31, 2009 consists mainly to fund remitted to Cosan, with no interest thereon.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

7.	Related parties (Continued)

The balance payable to Cosan Finance Limited refers to future sugar export prepayment loan agreements to be settled in 2014, 2015 and 2016, which are subject to the US dollar exchange variation and Libor annual interest rate, plus spread from 4.75% to 4.85% per year.

The payable to Cosan Limited relates to Floating Rate Notes issued by Cosan CL., equivalent to US$175,000, to fall due in 2018. Such balance bears variable interest equivalent to the quarterly Libor rate plus interest of 2.8% p.a., quarterly paid.

At June 30, 2009, the Company and its subsidiary Usina da Barra were lessees of approximately 35,000 hectares of related companies land ((information not reviewed) under the same control as Cosan and its affiliate Radar Propriedades Agrícolas S.A., which is controlled by another shareholder. These operations are carried out under conditions and prices similar to those prevailing in the market, calculated based on sugarcane tons per hectare, valued in accordance with the price established by CONSECANA.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

8.	Investments

	Parent Company
	Investee					Investor
	Equity		Profit (loss) of the period			Interest %				Investments				Earnings (losses) on equity investments
	06/30/09		04/01/09 to 06/30/09			06/30/09		03/31/09		06/30/09		03/31/09		04/01/08 to 06/30/09			05/01/08 to 07/31/08
Administração de Participações Aguassanta Ltda.		127,597		1,257			91.5		91.5		116,749		115,599		1,150			(9,329	)
Usina da Barra S.A. Açúcar e Álcool		2,605,610		25,762			95.1		95.1		2,477,336		2,452,843		24,493			(91,164	)
Copsapar Participações S.A.		184,839		(13,081	)		90.0		90.0		166,355		176,030		(11,773	)		-
Novo Rumo Logística S.A. (3)		258,696		(30,159	)		28.8		-		74,556		-		(324	)		-
TEAS - Terminal Exportador de Álcool de Santos S.A.		46,821		393			40.0		32.0		18,728		14,747		114			160
Cosan S.A. Bioenergia		138,251		1,963			100.0		100.0		138,251		136,288		1,963			-
Radar Propriedades Agrícolas S.A.		743,303		6,774			18.9		18.9		140,625		139,343		1,282			-
Cosan International Universal Corporation		11,277		(1,968	)		100.0		100.0		11,277		13,245		118			4,777
Cosan Finance Limited		25,455		(3,424	)		100.0		100.0		25,455		28,879		1,167			4,248
Cosanpar Participações S.A. (2)		-		-			-		100.0		-		1,686,121		72,212			-
Cosan Combustíveis e Lubrificantes S.A.		1,780,226		94,139			100.0		-		1,780,226		-		21,893			-
Rezende Barbosa S.A. Administração e Participações (1)		245,701		1,651			100.0		-		245,701		-		1,651			-
Other		-		-			-		-		20,883		25,837		(4,954	)		1,426
											5,216		4,788,932		108,992			(89,882	)

(1)	One-month result for the period ended June 30, 2009;

(2)	Company merged into Cosan CL; and,

(3)	Equity interest acquired through incorporation of Curupay.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

8.	Investments (Continued)

	Parent Company			Consolidated
Opening balances		4,788,932			278,209
Earnings (losses) on equity investments		108,992			(3,554	)
Acquisition of investments		4,000			4,000
Acquisition through merger		334,072			2,769
Write-off of advance for acquisition of investment		-			(100,000	)
Premium on merger of shares		(18,194	)		-
Currency translation adjustment and others		(6,677	)		-
Other		5,017			(133	)
Closing balances		5,216,142			181,291

Business combination with Grupo Rezende Barbosa

a. Rumo Logística S.A.

According to the shareholders’ agreement executed on April 9, 2008, the port concessions and assets for sugar export owned by the Company and by Rezende Barbosa S.A. Administração e Participações (“Rezende Barbosa”) were concentrated on Novo Rumo Logística S.A. (“Novo Rumo”), which is indirectly controlled by the Company.

On April 10, 2009 the Company and Rezende Barbosa, parent company of Grupo Nova América integrated the port terminals of Cosan and Teaçu Armazéns Gerais S.A. (“Teaçu”), a subsidiary of Rezende Barbosa. As a consequence of this operation, which involved the payment of R$121,331 and the issuance of shares of Novo Rumo, the Company acquired 100% of Teaçu, becoming the indirect holder of a 64.06% interest of Rumo, and 28.82% remained held by Rezende Barbosa. This operation resulted in a R$66,968 goodwill classified as Intangible assets.

In addition, the capital reorganization resulted in a total net capital loss of R$31,190, recorded in results for the period as Other operating income (expenses), net.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

8.	Investments (Continued)

b. Curupay Participações S.A.

In a Special General Meeting held on June 18, 2009 the Company’s shareholders approved the acquisition of Curupay S.A. Participações (“Curupay”), then a subsidiary of Rezende Barbosa, through the issuance of 44,300,389 common shares for R$334,172.

Beginning that date, the Company incorporated in its net asset the Curupay’s investments, comprising (i) 28.82% interest in Novo Rumo, (ii) 100% direct interest in Nova América S.A. Trading, and (iii) 100% direct and indirect interest in Nova América S.A. Agroenergia (“Nova América”) and subsidiaries. As a consequence of this transaction, the Company increased to 92.88% its direct and indirect interest in Novo Rumo, generating R$3,052 of capital gain, recorded in the results for the period as Other operating income (expenses), net.

At the end of that operation, the Company recorded R$18,194 goodwill, arising from the equity variation between the date of net assets calculation at book value and the date of approval of Curupay’s merger by the Company shareholders on June 18, 2009.

For purposes of consolidation of Nova América and Nova América S.A. Trading, the opening balance taken into consideration was that of net assets adjusted to the Company’s accounting practices on June 1, 2009.

Sale of equity interest to Shell do Brasil Ltda. (“Shell”)

On June 17, 2009, Cosanpar sold to Shell its equity interest in Jacta Participações S.A. (“Jacta”), which concentrated the aviation fuel business, for R$115,601. As a result of this operation, Cosanpar fully wrote off the cost of R$22,504 and related goodwill of R$85,589, generating a R$7,508 net gain on this transaction, recorded in the results for the period as Other operating income (expenses), net and Realization of goodwill on sale, respectively.

Cosanpar’s Merger into Cosan CL

In a Special General Meeting held on June 23, 2009, the Cosan CL’s shareholders approved the merger of Cosanpar’s net assets for R$1,497,634. As a consequence, the Company became the owner of a 99.99986% interest in Cosan CL’s capital, comprised of 431,480 common shares, with no par value, totaling R$1,636,994.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

9.	Property, plant and equipment

			Parent Company
			06/30/09							03/31/09
	Average annual depreciation rates (%)		Cost		Accumulated depreciation/ amortization			Net		Net
Land and rural properties		-		59,591		-			59,591		59,591
Machinery, equipment and installations		10.73		468,728		(271,531	)		197,197		202,237
Aircraft		10.00		13,395		(11,816	)		1,579		2,262
Vehicles		21.80		63,764		(34,740	)		29,024		29,281
Furniture, fixtures and computer equipment		18.43		69,973		(29,781	)		40,192		36,164
Buildings and improvements		4.00		160,633		(28,878	)		131,755		128,043
Construction in progress		-		65,773		-			65,773		68,758
Sugarcane planting costs		20.00		408,027		(187,201	)		220,826		223,874
Parts and components to be periodically replaced		100.00		77,623		(26,745	)		50,878		65,524
				1,387,506		(590,692	)		796,814		815,734

			Consolidated
			06/30/09							03/31/09
	Average annual depreciation rates (%)		Cost		Accumulated depreciation/ amortization			Net		Net
Land and rural properties		-		206,526		-			206,526		201,046
Machinery, equipment and installations		11.70		2,613,053		(1,387,910	)		1,225,143		791,189
Aircraft		10.00		14,131		(11,835	)		2,296		2,998
Vehicles		17.99		215,520		(130,396	)		85,124		86,403
Furniture, fixtures and computer equipment		16.38		195,309		(126,333	)		68,976		59,721
Buildings and improvements		4.00		983,491		(286,690	)		696,801		458,491
Construction in progress		-		1,208,480		-			1,208,480		881,561
Sugarcane planting costs		20.00		1,245,771		(556,430	)		689,341		659,158
Parts and components to be periodically replaced		100.00		152,751		(10,019	)		142,732		146,641
Advances for fixed asset purchases		-		176,403		-			176,403		203,493
Others		5.88		14,540		-			14,540		3,246
				7,025,975		(2,509,613	)		4,516,362		3,493,947

The consolidated balance of construction in progress and advances for fixed asset purchases corresponds, substantially, to investments in co-generation capacity, upgrading and expansion of industrial plants, expanding warehousing capacity, and advances for machinery and equipment purchases by electric power co-generation plants.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

10.	Intangible

Refers mainly to goodwill paid for expected future profitability, amortized on a straight-line basis over 5 to 10 years until March 31, 2009, as set forth in CPC Technical Pronouncement No. 13, approved by CVM Resolution Nº 565, of December 17, 2008. At June 30, 2009 and March 31, 2009, the balances are as follows:

	Parent Company
	June 30, 2009							March 31, 2009
	Cost		Accumulated amortization			Net		Net
Goodwill on the acquisition of JVM Participações S.A.		63,720		(53,100	)		10,620		10,620
Goodwill on the acquisition of Grupo Mundial		127,953		(40,518	)		87,435		87,435
Goodwill on the payment of capital of Mundial		21,142		(6,342	)		14,800		14,800
Goodwill on the acquisition of Corona (ABC 125 and ABC 126)		267,824		(84,811	)		183,013		183,013
Goodwill on the acquisition of Usina Açucareira Bom Retiro S.A.		115,165		(33,590	)		81,575		81,575
Goodwill on the incorporation of Curupay (Novamérica) (nota 8)		18,194		-			18,194		-
		613,998		(218,361	)		395,637		377,443

	Consolidated
	June 30, 2009					March 31, 2009
	Cost		Accumulated amortization			Net		Net
Goodwill on the acquisition of JVM Participações S.A.		63,720		(53,100	)		10,620		10,620
Goodwill on the acquisition of Usina da Barra		35,242		(34,684	)		558		558
Goodwill on the constitution of FBA		22,992		(18,585	)		4,407		4,407
Goodwill on the acquisition of Univalem S.A. Açúcar e Álcool		24,118		(19,100	)		5,018		5,018
Goodwill on the acquisition of Grupo Destivale		69,918		(27,424	)		42,494		42,494
Goodwill on the acquisition of Grupo Mundial		127,953		(40,518	)		87,435		87,435
Goodwill on the payment of capital of Mundial		21,142		(6,342	)		14,800		14,800
Goodwill on the acquisition of Corona		818,831		(255,815	)		563,016		563,016
Goodwill on the acquisition of Usina Açucareira Bom Retiro S.A.		115,165		(33,590	)		81,575		81,575
Goodwill on the acquisition of Usina Santa Luiza		47,053		(4,705	)		42,348		42,348
Goodwill on the acquisition of Benálcool		167,300		(18,053	)		149,247		149,247
Goodwill on the acquisition of Aliança (1)		1,860		-			1,860		1,860
Goodwill on the acquisition of Cosan CL (2) (3)		1,464,181		(134,395	)		1,329,786		1,415,375
Goodwill on the acquisition of Teaçú (2) (nota 8)		66,968		-			66,968		-
Goodwill on the incorporation of Curupay (Novamérica) (nota 8)		18,194		-			18,194		-
Goodwill on the acquisition of Açúcar União trade mark (4)		74,832		(57,371	)		17,461		-
Goodwill on the acquisition of Destilaria Paraguaçu (4)		166,656		-			166,656		-
Goodwill on the subscription of shares of Nova América (4)		121,893		-			121,893		-
		3,428,018		(703,682	)		2,724,336		2,418,753

(1)

As mentioned in Note 8, on June 17, 2009 Cosanpar sold to Shell its equity interest in Jacta, fully realizing the R$85,589 goodwill on that investment.

(2)

Goodwill generated in the ports integration of groups Cosan and Rezende Barbosa, described in note 8.

(3)

As mentioned in Note 8, in the business combination between groups Cosan and Rezende Barbosa, through the incorporation of Curupay, the Company recorded a R$18,194 goodwill.

(4)

As mentioned in Note 8, goodwill incorporated on business combination.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

11.	Taxes and social contributions payable

	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
ICMS – State VAT		5,193			5,566			29,590			24,847
IPI		57			117			24,571			25,776
INSS – Social Security		7,578			5,922			22,824			20,376
PIS – Social Integration Program		2,556			2,826			6,269			6,113
COFINS – Social Security Financing		11,574			12,808			29,981			23,492
Tax Recovery Program – REFIS		-			-			272,776			273,507
Special Tax Payment Program – PAES		50,671			50,906			83,419			69,813
Income and social contribution taxes payable		4,110			8,216			30,043			41,099
Other		13,553			5,125			25,829			12,333
		95,292			91,486			525,302			497,356
Current liabilities		(41,276	)		(36,076	)		(189,792	)		(168,596	)
Noncurrent liabilities		54,016			55,410			335,510			328,760

Noncurrent amounts will become due as follows:

	Parent Company				Consolidated
	06/30/09		03/31/09		06/30/09		03/31/09
13 to 24 months		16,089		16,143		53,450		44,549
25 to 36 months		15,583		15,460		52,524		43,409
37 to 48 months		13,575		14,704		49,633		42,644
49 to 60 months		4,184		4,314		32,615		28,837
61 to 72 months		1,015		1,005		28,256		24,067
73 to 84 months		1,015		1,005		27,726		24,067
85 to 96 months		1,015		1,005		27,268		24,067
Above 97 months		1,540		1,774		64,038		97,120
		54,016		55,410		335,510		328,760

General considerations

The Company and its subsidiaries must comply with several conditions to continue benefiting from the installment payment programs mentioned above, particularly with the regular payment of the installments as required by law and of the taxes becoming due.

At March 31, 2009, the Company formally documented its option for the installment payment program (PAES) involving debts to the Brazilian IRS (SRF), as established in Law 11941/09 (previously issued as Provisional Measure 449/08). As determined in article 6 of Joint Ordinance PGFN/RFB No. 1, of March 10, 2009, this installment payment is subject to negotiation with regulatory agencies, which have not been regulated to date.

Under the self-assessment tax system adopted in Brazil, income tax returns filed may be audited by tax authorities for a period of five years from their filling.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

12.	Income and social contribution taxes

a) Reconciliation of income and social contribution tax expenses:

	Parent Company						Consolidated
	04/01/09 a 06/30/09			05/01/08 a 07/31/08			04/01/09 a 06/30/09			05/01/08 a 07/31/08
Income (loss) before income and social contribution taxes		450,588			(36,413	)		485,604			(81,297	)
Income and Social Contribution taxes at nominal rate (34%)		(153,200	)		12,380			(165,105	)		27,641
Adjustments to calculate effective rate:
Earnings (losses) on equity investments		37,057			(30,560	)		(1,208	)		54
Non-deductible goodwill amortization		4,992			(569	)		11,653			(1,415	)
Non-deductible donations and contributions		(388	)		(580	)		(489	)		(1,063	)
Recognized granted shares		(1,183	)		-			(1,183	)		-
Other		(597	)		(2,401	)		(1,567	)		(2,813	)
Total current and deferred taxes		(113,319	)		(21,730	)		(157,899	)		22,404
Effective rate		25.15	%		-			32.52	%		-

b) Deferred income and social contribution tax assets:

	Parent Company
	06/30/09												03/31/09
	Base			IRPJ 25%			CSSL 9%			Total			Total
Provision for judicial demands and other temporary differences		238,204			59,551			21,439			80,990			76,589
Foreign exchange variation		(337,230	)		(84,307	)		(30,351	)		(114,658	)		-
Income tax losses		461,912			115,478			-			115,478			117,730
Social contribution tax losses		462,013			-			41,581			41,581			42,391
Deferred taxes - noncurrent assets					90,722			32,669			123,391			236,710

	Consolidated
	06/30/09												03/31/09
	Base			IRPJ 25%			CSSL 9%			Total			Total
Provision for judicial demands and other temporary differences		1,383,231			345,809			124,491			470,299			457,098
Foreign exchange variation		(337,230	)		(84,307	)		(30,351	)		(114,658	)		-
Income tax losses		1,003,943			250,986			-			250,986			209,859
Social contribution tax losses		1,016,277			-			91,465			91,465			75,558
Deferred taxes					512,488			185,605			698,093			742,515
Current assets											(53,502	)		(42,471	)
Noncurrent assets											644,591			700,044

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

12.	Income and social contribution taxes (Continued)

b) Deferred income and social contribution tax assets: (Continued)

Deferred income and social contribution tax loss must be realized within 10 years, according to the Company’s and its subsidiaries’ expected profitability shown in financial projections prepared by management, which were examined by the Company’s supervisory board and submitted to the Board of Directors in the Annual General Shareholders Meeting for the year ended March 31, 2009.

Recovery of such tax credits is estimated to occur in the following years:

	Parent Company				Consolidated
	06/30/09		03/31/09		06/30/09		03/31/09
2011		1,130		2,168		30,832		33,484
2012		13,273		25,462		70,089		76,119
2013		28,094		53,894		119,995		130,318
2014		39,242		75,281		161,133		174,995
From 2015 to 2017		33,782		64,806		177,368		192,627
From 2018 to 2019		7,870		15,099		85,174		92,501
		123,391		236,710		644,591		700,044

The tax credit recovery estimates were based on taxable profit projections, taking into consideration several financial and business assumptions on the balance sheet preparation date. During the quarter ended June 30, 2009, the estimated deadline for realization of deferred taxes did not change in relation to that disclosed in the financial statements at March 31, 2009.

In addition, the Company estimates to use part of the income and social contribution tax loss balances during the year ending March 31, 2010, as provided for in Law No 11941/09, to amortize fines and interest imposed on tax installments.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

13.	Loans and financing

	Financial charges (1)		Parent company		Consolidated			Collaterals (2)
Purpose	Index	Annual average interest rate	06/30/09	03/31/09	06/30/09	03/31/09	Final maturity	06/30/09	03/31/09
Senior Notes Due 2009	Dollar (US)	9.0% interest	71,081	86,456	71,081	86,456	November/2009	-	-

Senior Notes Due 2017	Dollar (US)	7.0% interest	-	-	803,257	936,704	February/2017	-	-

Perpetual bonuses	Dollar (US)	8.3% interest	888,570	1,054,119	888,570	1,054,119	-	-	-
IFC	Dollar (US)	7.4% interest	98,823	114,323	98,823	114,323	January/2013	Chattel mortgage	Chattel mortgage

Pre-shipment export finance (ACC)	Dollar (US)	7.6% interest	91,729	143,250	152,085	143,250	August/2009	-	-

Commercial promissory notes	DI – Interbank Deposits	3.0% interest	1,198,167	1,161,971	1,198,167	1,161,971	November/2009	Chattel mortgage	Chattel mortgage

Resolution No. 2471	IGP-M Change in the price of corn	4.0% interest 12.5% interest	97,895 129	97,642 129	594,251 129	579,856 129	December/2020 October/2025	National Treasury Certificates and mortgage on land	National Treasury Certificates and mortgage on land

BNDES (3)	Long-term interest rate (TJLP)	2.6% interest	-	-	360,112	230,504	January/2022	Credit rights from energy sale agreements	Credit rights from energy sale agreements

Bank Credit Certificate (4)	DI – Interbank deposits	3.9% interest	-	-	216,806	-	July/2009	-	-

(Subordinated) debentures (4)	DI – Interbank deposits	3.3% interest	-	-	157,769	-	August/2010	-	-

Credit notes (4)	DI – Interbank deposits – dollar (US)	2.4% interest 8.8% interest	- -	- -	231,130 112,096	- -	September/2011 January/2010	- -	- -

Prepayments (4)	DI – Interbank deposits – dollar (US)	0.6% interest 2.6% interest	- -	- -	7,672 113,662	- -	December/2011 November/2010	- -	- -

Others	Sundry	Sundry	23,482	21,084	247,392	70,000	Sundry	Mortgage, inventories and chattel mortgage of financed assets	Mortgage, inventories and chattel mortgage of financed assets
Expenses with placement of securities			(17,399)	(21,757)	(34,199)	(42,352)	-	-	-
			2,452,477	2,657,217	5,218,803	4,334,960
Current			(504,744)	(1,419,451)	(1,127,356)	(1,449,504)
Non-current			1,947,733	1,237,766	4,091,447	2,885,456

(1)	Financial charges at June 30, 2009, except as otherwise stated;

(2)	All loans and financing are backed by promissory notes and guarantees provided by the Company and its subsidiaries and by majority shareholders, plus the aforesaid security interest;

(3)	It comprises funds raised by the subsidiary Cosan S.A. Bioenergia earmarked for the financing of co-generation projects; and,

(4)	Debts from Nova América.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

13.	Loans and financing (Continued)

Noncurrent loans, deducted the transaction costs amortization, have the following scheduled maturities:

	Parent Company				Consolidated
	06/30/09		03/31/09		06/30/09		03/31/09
13 to 24 months		899,822		16,029		1,289,822		42,322
25 to 36 months		21,554		23,401		147,679		49,799
37 to 48 months		50,827		58,129		111,508		83,140
49 to 60 months		1,328		2,058		50,156		23,882
61 to 72 months		8		8		44,476		19,447
73 to 84 months		8		8		33,990		16,676
85 to 96 months		8		8		814,795		943,421
Thereafter		974,178		1,138,125		1,599,021		1,706,769
		1,947,733		1,237,766		4,091,447		2,885,456

Resolution No. 2471

From 1998 to 2000, the Company and its subsidiaries renegotiated their debt related to agricultural funding with several financial institutions, thereby reducing their financial cost to annual interest rates below 10% and guaranteeing the amortization of the updated principal amount with the assignment and transfer of CTNs - Restricted Brazilian Treasury Bills redeemable on the debt maturity dates, using the tax incentive introduced by Resolution No. 2471, issued by the Central Bank of Brazil on February 26, 1998. On June 30, 2009, these certificates, classified as noncurrent assets, amounted to R$28,050 (R$27,356 at March 31, 2009), at the Company and R$184,698 (R$177,626 at March 31, 2009) at consolidated. Payments pursuant to such certificates are remunerated based on the IGP-M variation plus annual interest of 12%. Upon payment of the debt, the redemption value should be similar to the amount of the renegotiated debt. Interest referring to these financings is paid annually and principal is to be entirely settled in 2020 at the Company, and 2025 at consolidated.

Senior Notes due in 2017

On January 26, 2007, the wholly-owned subsidiary Cosan Finance Limited issued Senior Notes in the international capital markets under Rule 144A and Regulation S of the U.S. Securities Act of 1933, in the amount of US$400 million. These Senior Notes bear interest at a rate of 7% per annum, payable semi-annually in February and August of each year.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

13.	Loans and financing (Continued)

Perpetual Notes

On January, 24 and February 10, 2006, the Company issued perpetual notes in the international market in accordance with Regulations S and Rule 144A, in the amount of US$450 million for qualified institutional investors. Perpetual notes are listed in the Luxemburg Stock Exchange - EURO MTF and bear interest of 8.25% per year, payable quarterly on the 15th of May, August, November and February of each year, beginning May 15, 2006. These notes may, at the discretion of the Company, be redeemed as from February 15, 2011 on any interest payment date, for their face value. Perpetual notes are secured by the Company and Usina da Barra.

Commercial Promissory Notes

On November 17, 2008, the Company issued 44 nominal promissory notes of a single series at the price of R$25,000 each, whose offering reached R$1,100,000. The nominal amount of promissory notes will not be updated. The promissory notes are subject to conventional interest consisting of the accumulated change in average daily rates of Interfinancial Deposits (DI), extra group overnight interbank deposit rate daily calculated and capitalized at a surcharge of 3% a.a., payable in a sole installment on November 12, 2009, together with the principal amount of promissory notes. The promissory notes are secured by: (i) guarantee of Mr. Rubens Ometto Silveira Mello; and (ii) chattel mortgage of shares of Cosan CL (current name of Essobrás).

On June 25, 2009 the Company contracted a reserve for line of credit named Stand-by Facility, thus being able to reset the date of maturity on November 12, 2009 for one more year as from that date, considering the management’s intention to pay R$314,500, the remaining balance of R$883,667 was reclassified to long term debt.

Debentures (subordinated)

On August 13, 2008 the controlled Nova América S.A. – Agroenergia issued 1 simple debenture, subordinated, nominative, book entry and non-convertible into shares, with nominal value at the issuance date of R$150,000, which was subscribed and fully-paid in August 21, 2008. The nominal value will be updated based on the variation of 100% of CDI, plus a 3,3% spread per year. Interest will be paid semi-annually from the issuance date. The nominal amount will be fully paid on August 15, 2010.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

13.	Loans and financing (Continued)

Restrictive covenants in the loan and financing agreements

The Company and its subsidiaries are subject to certain restrictive covenants contained in loan and financing agreements, the most significant being: (i) limitation of transactions with shareholders and affiliates; (ii) limitation in payment of dividends and other payment restrictions which affect subsidiaries; and (iii) limitation of concession of warranty on assets.

Also, the Company and its subsidiaries are subject to certain restrictive covenants concerning financial indexes, determined during 2005, the most significant being as follows: (i) limitation of indebtedness by complying with current assets/current liabilities ratio equal or greater than 1.3; (ii) limitation of indebtedness by complying with the net debt ratio/EBITDA lower than 3.5 to 1; and (iii) limitation of indebtedness by complying with the long term debt/net assets lower than 1.3.

All restrictive covenants have been fully met or are in process of renegotiation by the Company and its subsidiaries.

Expenses with issuance of Notes

Expenses incurred with the issuance of Senior (2009 and 2017) and Perpetual Notes are recorded net in the respective financings, in current and noncurrent liabilities, and amortized up to the respective maturity date of the notes. Specifically for Perpetual Notes, amortization is calculated through their redemption date, namely February 15, 2011, at the Company’s option.

14.	Provision for judicial demands

	Parent Company						Consolidated
	06/30/09			03/31/09			06/30/09			03/31/09
Tax		229,618			226,805			1,156,017			1,121,338
Civil and labor		23,925			22,905			156,538			155,827
		253,543			249,710			1,312,555			1,277,165
Judicial deposits		(13,643	)		(13,077	)		(177,095	)		(171,266	)
		239,900			236,633			1,135,460			1,105,899

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

14.	Provision for judicial demands (Continued)

The Company and its subsidiaries are party to various ongoing labor claims, civil and tax proceedings arising from the normal course of their business.

Respective provisions for judicial demands were recorded considering those cases in which the likelihood of loss has been rated as probable based on the opinion of legal advisors. Management believes resolution of these disputes will have no effect significantly different than the estimated amounts accrued.

The main tax judicial demands at June 30, 2009 have not presented significant changes in comparison with March 31, 2009 and are as follows:

	Parent Company				Consolidated
Description	06/30/09		03/31/09		06/30/09		03/31/09
Premium credit – IPI (i)		148,951		146,886		273,201		269,157
PIS and Cofins (ii)		17,532		17,334		146,474		144,830
IPI credits (NT) (iii)		-		-		93,808		92,722
Contribution to IAA (iv)		-		-		85,664		84,904
IPC-89 (v)		-		-		82,908		81,546
Finsocial (vi)		-		-		166,219		163,668
IPI – Federal VAT		9,628		9,534		55,324		54,699
ICMS credits		15,160		14,718		47,829		46,226
Income tax and social contribution		5,432		5,381		43,958		43,463
Others		32,915		32,952		160,632		140,123
		229,618		226,805		1,156,017		1,121,338

In May 27, 2009, the paragraph 1st and 3rd of Law No 9718/98 that regulated the collection of PIS and Cofins (federal tax contributions) on exchange variation and other financial income was revoked by Lei No 11941/09. The Company is in process of evaluation of its ongoing judicial demands related to the legal obligations not paid related to the increase of calculation basis of PIS and Cofins. Once confirmed the absence of errors or flaws in the ongoing demands, the Company will revaluate the maintenance of the accounting records of the respective legal obligations in its financial statements.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

14.	Provision for judicial demands (Continued)

As regards tax, labor and civil claims whose likelihood of unfavorable outcome is rated as possible, the main balances as of June 30, 2009 and March 31, 2009 are as follows:

	Parent Company				Consolidated
Description	06/30/09		03/31/09		06/30/09		03/31/09
ICMS – State VAT		23,984		9,460		179,675		178,390
IAA – Sugar and Ethanol Institute		-		-		73,560		73,184
Withholding income tax		162,954		161,440		162,999		161,485
IPI – Federal VAT		15,687		15,539		299,079		233,191
INSS		11		11		2,099		1,839
PIS/Cofins		11		11,023		56,780		35,953
Civil and labor		39,649		38,401		233,411		219,016
Others		47,093		30,306		114,445		80,686
		289,389		266,180		1,122,048		983,744

Contingent credits

i) IPI Premium Credit - BEFIEX

The subsidiary Usina da Barra has been challenging in court tax credits previously unused of approximately R$317,201 in June 30, 2009 (R$313,483 at March 31, 2009), related to IPI premium credit (Decree Law No. 491. dated March 5. 1969), levied on exports made under the Special Export Program – BEFIEX, calculated for the period from May 1992 to March 2007. The subsidiary’s legal advisors believe that there are good chances of a favorable outcome in this case. These credits were neither recorded by the Company nor used to offset against other tax liabilities.

ii) Accounts receivable from Federal Government

On February 28, 2007, subsidiary Usina da Barra recognized gain of R$318,358, corresponding to a lawsuit filed against federal government claiming indemnification for damages since prices of its products, at the time the sector was subject to government control, were imposed not observing the prevailing reality of the sector created by government control itself. A final decision in favor of the subsidiary was handed down. The referred to gain was recorded in the statement of income for the year, the contra entry being to noncurrent assets of the Company, in receivables from lawsuit for damages.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

14.	Provision for judicial demands (Continued)

Contingent credits (Continued)

ii) Accounts receivable from Federal Government (Continued)

The Company is awaiting the final decision on the form of payment, which will probably be through government securities issued in connection with court ordered debts, to be received in 10 years, after a final decision is handed down. Based on the opinion of its legal advisors, the Company estimates that this litigation will last 3 years.

In 2008, there was review of the criteria for determining monetary restatement in the Federal Court Calculations Manual, which did not consider interest restatement as from January 2003. In view of this, subsidiary reversed at March 31, 2009, the amount of R$18,768 from its noncurrent assets, debited to the statement of income for the year, in financial income (expense), net account. Consequently, lawyers’ fees calculated in proportion to the assets, recorded in noncurrent liabilities, in other liabilities account, were reduced by R$2,253, credited to the same account in the statement of operations.

At June 30, 2009, these amounts totaled R$326,439 and R$39,173 (R$323,433 and R$38,812 at March 31, 2009), corresponding to the referred to case and lawyers’ fees, respectively.

The subsidiary Usina da Barra has other claims for damages of this nature filed against the Federal Government, which are not recognized in accounting due to the procedural progress of such suits.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

15.	Shareholders’ equity

a) Capital

As mentioned in Note 8, in the Special General Meeting held on June 18, 2009, the shareholders unanimously approved the capital increase by R$334,172 through the issuance of 44,300,389 new registered uncertificated common shares without par value, at the issuance price of R$7.54 by share, in connection with the Curupay’s merger. As a consequence of the issuance of new shares, the Company’s capital amounted to R$4,153,942, comprising 372,585,273 registered uncertificated common shares without par value.

As of June 30, 2009, the Company’s capital is represented by 372,585,273 registered common shares (328,284,884 at March 31, 2009), nominated, fully-paid and with no par value.

b) Treasury shares

On June 30, 2009 and March 31, 2009, the Company held in treasury 343,139 book entry common registered shares with no par value, whose market value per share, as of that date, amounted to R$14.40 and R$9.67, respectively.

c) Recognized granted shares

These consist of the accounting record of the share-based plan (Note 22), in compliance with Brazilian FASB (CPC) Technical Pronouncement Nº 10 – Share-based payment, approved by Brazilian SEC (CVM) Resolution Nº 562/08.

d) Stock purchase warrants

According to the meeting of the Board of Directors held on September 19, 2008, 1 (one) stock purchase warrant issued by the Company was assigned as an additional advantage to the subscribers for a new share, which shall entitle the holder to subscribe for Cosan’s shares through certain conditions. A total of 55,000,000 stock purchase single series warrants without part value will be issued. The holder will be entitled to subscribe for 0.6 (zero point six) of a common share, the delivery of fractional shares being voided. The stock purchase warrant will be valid from its issuance until December 31, 2009, and may be exercised at the holder’s discretion, except for the days a Company’s General Meeting is held, who shall express its intention through a request for exercise to be delivered in writing to Cosan. The price of exercise of each quantity of stock purchase warrants totaling 1 (one) share is R$16.00.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

16.	Management compensation

Management compensation is made solely through the payment of management fees, which are separately disclosed in the statements of operations.

17.	Financial income (expenses), net

	Parent Company						Consolidated
	04/01/09 a 06/30/09			05/01/08 a 07/31/08			04/01/09 a 06/30/09			05/01/08 a 07/31/08
Financial expenses
Interest (1)		(93,114	)		(50,597	)		(133,144	)		(68,937	)
Monetary variation losses		333			(4,971	)		(4,964	)		(29,948	)
Exchange variation losses		352,778			112,142			355,794			111,833
Results from derivatives (3)		97,823			(35,459	)		160,817			(35,459	)
Others		(148	)		(82	)		(904	)		(491	)
		357,672			(21,033	)		377,599			(23,002	)
Financial income
Interest (1)		6,078			20,922			19,769			11,146
Exchange variation gains		(88	)		1,285			2,139			8,343
Monetary variation gains (2)		(24,807	)		(5,249	)		22,743			(10,300	)
Results from derivatives (3)		-			80,683			-			80,683
Earnings from marketable securities		4,199			18,534			10,612			19,945
Others		255			62			571			122
		(14,363	)		116,237			55,834			109,939
		343,309			137,270			433,433			86,937

(1)

Included on the three-month period ended July 31, 2008, results from currency and interest rate swap contracts for the charges;

(2)

Includes foreign exchange gains (losses) on assets and liabilities denominated in foreign currency; and.

(3)

Includes results from transactions in futures, options swaps and NDF.

18.	Other operating income (expenses)

	Parent Company				Consolidated
	04/01/09 a 06/30/09		05/01/08 a 07/31/08		04/01/09 a 06/30/09			05/01/08 a 07/31/08
Gain on sale of interest of investment (Note 8)		-		-		93,097			-
Loss on business combination, net (Note 8)		-		-		(28,138	)		-
Others		3,615		549		7,525			3,864
		3,615		549		72,484			3,864

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments

a) Risk management

The Company and its subsidiaries are exposed to market risks, especially: (i) volatility in the price of sugar, and; (ii) volatility in foreign exchange rates. In order to manage these risks, the Company adopts policies and procedures approved by Management through its Risk Committee. These documents establish limits, continuous monitoring of exposures, counterparties and financial instruments approved for trading. Financial instruments and risks are managed through the definition of strategies, establishment of control systems and determination of foreign exchange, interest rate and price exposure limits.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (continued)

Risk management (Continued)

On June 30, 2009 and March 31, 2009, the fair values of transactions involving derivative financial instruments are as follows:

	Notional value				Fair value									Notional value				Fair value
	06/30/09		07/31/08		06/30/09			07/31/08			Gain/loss (*)			06/30/09		07/31/08		06/30/09			07/31/08			Gain/loss (*)
Price risk
Commodity derivatives
Futures contracts:
Sale commitments (Sugar price hedge)		239,875		423,550		(26,926	)		9,638			(26,926	)		258,739		423,550		(27,804	)		9,638			(27,804	)
Purchase commitments (Increase in average price)		40,226		141		3,871			(9	)		3,871			40,226		141		3,871			(9	)		3,871
Options:
Call (Increase in average price)		494,743		149,021		(68,502	)		(6,728	)		(32,937	)		494,743		149,021		(68,502	)		(6,728	)		(32,937	)
Put (Sugar price hedge)		261,389		-		28,935			-			(8,490	)		261,389		-		28,935			-			(8,490	)
Swap contracts (Ethanol price hedge)		11,648		-		1,174			-			1,174			11,648		-		1,174			-			1,174
						(61,448	)		2,901			(63,308	)						(62,326	)		2,901			(64,186	)
Foreign exchange risk
Foreign exchange derivatives
Futures contracts:
Sale commitments (Cash flow hedge)		1,415,530		861,787		4,525			7,384			4,525			1,415,530		861,787		4,525			7,384			4,525
Purchase commitments (Increase in cash flow)		98,220		-		320			-			320			98,220		-		320			-			320
Forward contracts:
Sale commitments (Cash flow hedge)		237,010		427,510		15,395			(53,330	)		15,395			237,010		427,510		15,395			(53,330	)		15,395
Options:
Put (Cash flow hedge)		538,125		-		32,371			-			14,390			538,125		-		32,371			-			14,390
Swap contracts (Senior notes 2009 hedge)		570,700		570,000		(2,549	)		(6,828	)		(3,405	)		570,700		570,000		(2,549	)		(6,828	)		(3,405	)
						50,062			(52,774	)		31,225							50,062			(52,774	)		31,225
						(11,386	)		(49,873	)		(32,083	)						(12,264	)		(49,873	)		(32,961	)
Total assets						86,591			17,022										86,591			17,022
Total liabilities						(97,977	)		(66,895	)									(98,855	)		(66,895	)

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (continued)

Risk management (Continued)

Counterparties – The Company operates commodity derivatives in futures and options markets on the New York Board of Trade (NYBOT) and the London International Financial Futures and Options Exchange (LIFFE). The Company operates foreign exchange derivatives on BM&FBovespa and OTC contracts registered with CETIP with banks Unibanco - União de Bancos Brasileiros S.A, Banco Bradesco S.A., Banco Itaú BBA S.A., Banco UBS Pactual S.A., Banco Barclays S.A. and Banco Morgan Stanley Witter S.A.

Guarantee margins – The Company’s derivative operations on commodity exchanges (NYBOT, LIFFE and BM&FBovespa) require an initial guarantee margin. The brokers with which the Company operates on these commodity exchanges offer credit limits for these margins. At June 30, 2009, the credit limit for the initial margin totals R$39,316 (R$36,722 at March 31, 2009). For operations with BM&FBovespa, at June 30, 2009, the Company had R$158,711 (R$111,026 March 31, 2009) in Bank Deposit Certificates (CDB) offered in guarantee at March 31, 2009. The Company’s OTC derivative operations do not require guarantee margins.

The results of operations involving derivative financial instruments settled during the period and included in the statement of income for the three-month period ended June 30, 2009 and July 31, 2008 were as follows:

	Parent Company						Consolidated
	04/01/09 to 06/30/09			05/01/08 to 07/31/08			04/01/09 to 06/30/09			05/01/08 to 07/31/08
Commodity derivatives		(108,463	)		7,856			(128,346	)		7,856
Foreign exchange derivatives		206,286			37,368			289,163			37,368
		97,823			45,224			160,817			45,224
Financial income (Note 17)		-			80,683			-			80,683
Financial expenses (Note 17)		97,823			(35,459	)		160,817			(35,459	)

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Price risk

The Company has derivatives with the objective of mitigating its exposure to sugar price oscillation in the international market. Derivative operations allow ensuring minimum average profit for future production. The Company actively manages the contracted positions, also the result of these activities is monitored daily. through effective mark-to-market controls and price impact simulations in order to allow adjusting targets and strategies due to changes in market conditions.

At June 30, 2009, the Company had: (i) 321,723 sugar tons (609,972 tons at March 31, 2009), hedged by futures contracts traded on NYBOT and LIFFE, with a negative adjustment to market value estimated at R$23,933 (positive adjustment in R$9,629 at March 31, 2009); (ii) 365,117 sugar tons hedged by derivative contracts in the structure collars (put and call), which fair value is adjusted in R$3,103 (negative); (iii) 251,128 sugar tons (192,290 tons at March 31, 2009), linked to purchase options sold, with a negative adjustment to market value estimated at R$36,464 (negative adjustment of R$6,728 at March 31, 2009) and; (iv) 13,022 ethanol cubic meters, hedged by swap contracts which fair value is estimated in R$1,174. The fair value of these derivatives was measured based on observable factors, such as price quotations in active markets.

Price risk: Commodity derivatives outstanding as of June 30, 2009

Put/

Expity

Number of

Average

Fair

Derivatives

Call

Market

Contract

date

contracts

Strike

price

Notional

value

Future contract

NYBOT

#11

May-09

946

¢/lb 13.38

¢/lb 16.50

48,059

27,662

(6,456

)

Future contract

NYBOT

#11

Jul-09

2,952

¢/lb 14.41

¢/lb 16.81

149,969

92,962

(15,504

)

Future contract

NYBOT

#11

Oct-09

1,239

¢/lb 16.57

¢/lb 17.85

62,944

44,884

(3,461

)

Future contract

NYBOT

#11

Mar-10

2,036

¢/lb 18.47

¢/lb 18.83

103,434

82,206

(1,593

)

Future contract

LIFFE

White Sugar

Aug-09

264

$/T 428.00

$/T 458.70

13,200

11,026

(791

)

Subtotal of future contracts - sales

377,606

258,739

(27,804

)

Future contract

NYBOT

#11

Oct-09

(550

)

¢/lb 15.90

¢/lb 17.85

(27,941T

)

(19,113

)

2,346

Future contract

NYBOT

#11

Mar-10

(550

)

¢/lb 17.56

¢/lb 18.83

(27,941T

)

(21,113

)

1,525

Subtotal of future contracts - purchase

(55,883T

)

(40,226

)

3,871

Subtotal of future contracts

321,723

218,513

(23,933

)

Call

NYBOT

#11

Oct-09

550

¢/lb 13.00

¢/lb 1.64

¢/lb 4.90

27,941

15,628

(5,891

)

Call

NYBOT

#11

Oct-09

425

¢/lb 14.00

¢/lb 1.53

¢/lb 3.98

21,591

13,005

(3,697

)

Call

NYBOT

#11

Mar-10

985

¢/lb 16.00

¢/lb 1.39

¢/lb 3.76

50,040

34,448

(8,095

)

Call

NYBOT

#11

Mar-10

985

¢/lb 17.00

¢/lb 1.14

¢/lb 3.20

50,040

36,601

(6,890

)

Call

NYBOT

#11

Mar-10

2,000

¢/lb 18.00

¢/lb 1.13

¢/lb 2.72

101,605

78,689

(11,891

)

Call

NYBOT

#11

Jul-10

5,987

¢/lb 20.00

¢/lb 1.30

¢/lb 2.04

304,154

261,727

(26,696

)

Call

NYBOT

#11

Oct-10

400

¢/lb 20.50

¢/lb 1.86

¢/lb 2.11

20,321

17,923

(1,845

)

Call

NYBOT

#11

Oct-10

800

¢/lb 21.00

¢/lb 1.82

¢/lb 2.00

40,642

36,721

(3,497

)

Subtotal of calls

616,335

494,743

(68,502

)

Put

NYBOT

#11

Jul-10

5,987

¢/lb 16.50

¢/lb 2.33

¢/lb 1.71

304,154

215,925

22,378

Put

NYBOT

#11

Oct-10

400

¢/lb 17.00

¢/lb 2.45

¢/lb 2.30

20,321

14,863

2,011

Put

NYBOT

#11

Oct-10

800

¢/lb 17.50

¢/lb 2.73

¢/lb 2.60

40,642

30,601

4,546

Subtotal of puts

365,117

261,389

28,935

Subtotal of options - collars

365,117

316,372

(3,103

)

Subtotal of options - call

251,218

178,372

(36,464

)

Swap

OTC

Ethanol CB

Aug-09

119

$/gl 1.735

$/gl 1.560

13,022m³

11,648

1,174

Total commoditties

724,905

(62,326

)

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Price risk (Continued)

The Company estimates that is annual production of sugar, its current installed capacity, is 3,600,000 tons. As a consequence, the Company estimates to have, at June 30, 2009, 2.29 months of its future production at prices hedged by derivative financial instruments. Also at that date, the Company estimates to have 0.84 months of its future production committed to put options contracts.

Foreign exchange risk

The Company has derivatives in order to mitigate its exposure to the effect of foreign exchange rate fluctuations on its revenue from exports. The exchange rate derivatives together with the commodity price derivatives allow ensuring minimum average profit from future production. The Company actively manages contracted positions, and the result of such activities is monitored daily. through effective mark-to-market controls and price impact simulations in order to allow adjusting targets and strategies due to changes in market conditions. The fair value of these derivatives was measured based on estimates that use discounted cash flows based on market curves.

At June 30, 2009, the Company had US$1,034,650 thousand (US$574,670 thousand at March 31, 2009) hedged by future and forward contracts sold traded in BM&F Bovespa and OTC, with a positive adjustment to market value estimated at R$52,612 (negative adjustment of R$45,945 at March 31, 2009).

Price risk: Foreign exchange derivatives outstanding as of June 30, 2009
	Put/			Screen	Number of					Average		Fair								Fair
Derivatives	Call	Market	Contract	date	contracts			Strike		price		price		Notional			Notional			value
					lotes			(R$/US$)		(R$/US$)		(R$/US$)		(US$ mil)			(R$)			(R$)
Future contract - sale	C	BM&FBov.	Dollar	Jul-09		1,000			-		1.9644		1.9516		50,000			98,220			640
Future contract - sale	C	BM&FBov.	Dollar	Aug-09		10,990			-		1.9766		1.9706		549,500			1,086,167			3,300
Future contract - sale	C	BM&FBov.	Dollar	Sep-09		400			-		1.9882		1.9823		20,000			39,764			117
Future contract - sale	C	BM&FBov.	Dollar	Jul-10		1,825			-		2.0973		2.0922		91,250			191,379			468
Subtotal of future contracts - sale															710,750			1,415,530			4,525
uture contract - purchase	P	BM&FBov.	Dollar	Jul-09		(1,000	)		-		1.9644		1.9516		(50,000	)		(98,220	)		320
Subtotal of future contracts - purchase															660,750			1,317,310			4,845
Forward contract-sale	C	OTC/Cetip	NDF	Aug-09		1			-		2.2736		1.9695		23,894			54,324			7,279
Forward contract-sale	C	OTC/Cetip	NDF	Sep-09		1			-		2.1012		1.9823		45,706			96,037			5,412
Forward contract-sale	C	OTC/Cetip	NDF	Oct-09		1			-		2.1016		1.9936		15,800			33,205			1,714
Forward contract-sale	C	OTC/Cetip	NDF	Nov-09		1			-		2.0500		2.0049		8,000			16,400			349
Forward contract-sale	C	OTC/Cetip	NDF	Dec-09		1			-		2.0584		2.0160		9,000			18,525			373
Forward contract-sale	C	OTC/Cetip	NDF	Jan-10		1			-		2.0642		2.0257		8,000			16,514			298
Forward contract-sale	C	OTC/Cetip	NDF	Feb-10		1			-		2.0056		2.0366		1,000			2,006			(29	)
Subtotal of forward contract - sale															111,400			237,010			15,396
Put	P	BM&FBov.	Dollar	Jan-10		5,250			2.0500		0.0685		0.1233		262,500			538,125			32,371
Total export foreign exchange															1,034,650			2,092,445			52,612
Swap	P	OTC/Cetip	Dollar			1			-	US$+9%/81%CDI					90,300			570,700			(2,549	)
Total foreign exchange															1,124,950			2,663,145			50,063

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Foreign exchange risk (Continued)

The Company estimates that its annual revenues from export, in light of its current installed capacity and expected prices of sugar and ethanol, according to its internal budget, is US$1,250,000 thousand. As a consequence, the Company estimates to have, at June 30, 2009, 9,93 months of its billings from future exports at exchange rate hedged by derivative financial instruments.

The Company does not use derivative financial instruments to hedge foreign exchange exposure from balance sheet. At June 30, 2009 and March 31, 2009, the Company and its subsidiaries presented the following net balance sheet exposure to US dollar:

	Consolidated
	06/30/09						03/31/09
	R$			US$ (thousand)			R$			US$ (thousand)
Amounts pending foreign exchange closing		61,843			31,688			48,969			21,151
Overnight		56,697			29,052			67,137			28,998
Trade notes receivable - foreign		137,235			70,319			162,822			70,327
Related parties		(342,064	)		(175,274	)		(383,479	)		(165,635	)
Foreign currency-denominated loans		(363,004	)		(186,003	)		(257,573	)		(111,253	)
Advances from customers		(113,662	)		(58,240	)		-			-
Senior Notes due in 2009		(71,081	)		(36,422	)		(86,456	)		(37,343	)
Senior Notes due in 2017		(803,257	)		(411,589	)		(936,704	)		(404,589	)
Perpetual bonds		(888,570	)		(455,303	)		(1,054,119	)		(455,304	)
Derivative financial instruments, net		27,822			(14,256	)		(38,116	)		(16,463	)
Foreign exchange exposure, net		(2,298,041	)		(1,177,516	)		(2,477,519	)		(1,070,111	)

Interest rate risk

The Company monitors fluctuations of the several interest rates to which its assets and liabilities are pegged and, in the event of increased volatility of such rates, it may engage in transactions with derivatives so as to minimize such risks. At June 30, 2009, the Company was not in possession of any interest rate derivative contracts.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Credit risk

A significant portion of sales made by the Company and its subsidiaries is for a selected group of best-in-class counterparts, i.e. trading companies, fuel distribution companies and large supermarket chains. In the fuel distribution activity, the diversity of the receivables, the selected clients and the follow up of financing terms of sales by business segment and individual position limits are procedures adopted to minimize eventual default in the accounts receivable. Credit risk is managed through specific rules of client acceptance, credit rating and setting of limits for customer exposure, including the requirement of a letter of credit from major banks and obtaining actual warranties on given credit, when applicable. Management believes that the risk of credit is substantially covered by the allowance for doubtful accounts.

The Company and its subsidiaries historically have not recorded material losses on trade accounts receivable.

Debt acceleration risk

As of June 30, 2009, the Company was a party to loan and financing agreements with covenants generally applicable to these operations, including requirements related to cash generation, debt to equity ratio and others. These covenants are being fully complied with by the Company or are in process of renegotiation and do not place any restrictions on its operations.

Market values

As of June 30, 2009 and March 31, 2009, the fair values of cash, marketable securities and trade accounts receivable and payable approximate the respective amounts recorded in the consolidated financial statements, due to their short-term nature.

The fair value of the Senior Notes maturing in 2017, as described in Note 13, according to their market value, was 89.0% of their face value at June 30, 2009.

The fair value of Perpetual Notes as described in Note 13, according to its market value, was 72,4% of its face value at June 30, 2009.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Market values (Continued)

As for the other loan and financing arrangements, their respective fair values substantially approximate the amounts recorded in the quarterly information considering that such instruments are subject to variable interest rates.

Sensitivity analysis

Pursuant to CVM Rule Nº 475 issued on December 17, 2008, following is the sensitivity analysis of the fair value of financial instruments, in accordance with the types of risks deemed to be significant by the Company:

Assumptions for the Sensitivity Analysis

For the analysis, the Company adopted three scenarios, being one probable and two that may have effects from impairment of the fair value of the Company’s derivative financial instruments. Impacts on operations were not considered, but only on the variable that impacts the value of derivative financial instruments. The definition of the probable scenario included the market data at June 30, 2008, the same one which determine the fair value of the derivatives at that date and therefore there are no differences in relation to the fair value of the derivative financial instruments. The possible adverse and remote scenarios were established in view of adverse impacts of 25% and 50% on the curves in the prices of the U.S. dollar and sugar:

	Sugar #11		Sugar #5		Ethanol		Dollar
Source:	NYBOT		LIFFE		CBOT		BM&Fbov.
Unit:	¢US$/lb		US$/ton		US$/gallon		R$/US$
Mai/09		16.50						1.9516
Jul-09		16.81		-		1.635		1.9516
Aug-09		-		458.70		1.560		1.9706
Sep-09		-		-		1.550		1.9823
Oct-09		17.85		472.90		1.544		1.9936
Nov-09		-		-		1.550		2.0043
Dec-09		-		477.90		1.550		2.0145
Jan-10		18.28		-		1.530		2.0259
Feb-10		-		-		1.550		2.0361
Mar-10		18.83		487.00		1.550		2.0453
Apr-10		-		-		1.550		2.0571
May-10		18.38		479.90		1.575		2.0683
Jun-10		-		-		1.580		2.0802
Jul-10		18.03		-		1.580		2.0922

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

19.	Financial instruments (Continued)

Sensitivity analysis (Continued)

Sensitivity Exhibit

Following is the sensitivity exhibit on the change in the fair value of the Company’s financial instruments:

		Impacts in P&L (*)
	Risk factor	Probable Scenario			Possible Scenario (25%)			Remote Scenario (50%)
Price risk
Goods derivatives
Futures contracts:
Sale commitments	Sugar price spike		(155	)		(73,085	)		(255,408	)
Purchase commitments	Sugar price decline		124			(11,287	)		(28,404	)
Options:
Put	Sugar price spike		44,575			(47,927	)		(369,342	)
Call	Sugar price spike		(28,935	)		(28,935	)		(28,935	)
Swap contracts	Ethanol price spike		12			(2,632	)		(9,241	)
Sugar exports (1)	Sugar price spike		(2,948	)		109,958			482,384
Ethanol exports (1)	Ethanol price spike		(12	)		2,632			9,241
Exchange rate risk
Exchange rate derivatives
Futures contracts:
Sale commitments	R$/US$ exchange rate appreciation		-			(352,751	)		(1,234,629	)
Purchase commitments	R$/US$ exchange rate depreciation		(959	)		(25,354	)		(61,947	)
Forward contract:
Sale commitments	R$/US$ exchange rate appreciation		17			(55,382	)		(193,881	)
Option:
Call	R$/US$ exchange rate appreciation		(26,046	)		(32,371	)		(32,371	)
Swap contracts	R$/US$ exchange rate depreciation		(230	)		(4,739	)		(9,247	)
Exports (2)	R$/US$ exchange rate appreciation		26,989			465,858			1,522,828
Net foreign exchange exposure (3)	R$/US$ exchange rate appreciation		(165,560	)		(781,458	)		(1,397,358	)
			(153,128	)		(837,473	)		(1,606,310	)

(*) Projected results to occur up to 12 months from June 30, 2009.

(1)

The sensitivity on sugar exports reflects the 25% and 50% increase scenarios (versus the scenarios for reduction in the underlying derivative financial instruments) on the price of sugar in relation to the volume of sugar equivalent to notional in derivative financial instruments contracted in order to hedge the Company against such variations.

(2)

The sensitivity on exports reflects the 25% and 50% increase scenarios (versus the scenarios for reduction in the underlying derivative financial instruments) on the R$ : US$ exchange rate in the future in relation to the volume of U.S. dollars equivalent to notional in derivative financial instruments contracted in order to hedge the Company against such variations.

(3)

Net foreign exchange exposure of R$2,298,041, equivalent to US$1.177,516 thousand. The probable scenario considers the maintenance of total net exposure basis in the balance sheet for the following 12 months, and the projected exchange rate for June 30, 2010, related to its value in June 30, 2009, that was R$1,9516/US$.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

20.

Insurance

At June 30, 2009, the Company and its subsidiaries maintain insurance coverage against fire, thunderbolts and explosions of any nature for the whole sugar and ethanol inventory and for buildings, equipment and installations at plants.

The Company does not foresee any difficulties to renew its insurance policies and believes that the coverage established is reasonable in terms of amounts and consistent with Brazilian industry standards.

The scope of our audit work did not include a review of the sufficiency of the insurance coverage, which, as determined by the Company management, was considered sufficient to cover any claims.

21.	Stock option plan

At the Annual and Extraordinary General Meeting held on August 30, 2005, the Guidelines for the Outlining and Structuring of a Stock Option Plan for Company’s officers and employees were approved, thus authorizing the issue of up to 5% of the Company’s share capital. The stock option plan was designed to obtain and retain the services rendered by senior officers and employees, offering them the opportunity to become shareholders of the Company. On September 22, 2005, the Board of Directors approved the distribution of stock options corresponding to 4.302.780 common shares to be issued or purchased by the Company related to 3.25% of the share capital at the time, authorized by the Annual/Extraordinary General Meeting. On that same date, eligible officers were informed of the material terms and conditions of the share-based compensation agreement.

On September 11, 2007, the Board of Directors approved the distribution of stock options, corresponding to 450,000 common shares to be issued or purchased by the Company related to 0.24% of the share capital at the time, authorized by the Annual/Extraordinary General Meeting. On that same date, the eligible officer was informed of the material terms and conditions of the share-based compensation agreement. The remaining 1.51% may still be distributed.

Based on the fair value at the issue date, exercise price is R$6.11 (six reais and eleven cents) per share, without discount. The exercise price was calculated before the above evaluation based on an expected private equity agreement based on that eventually was not made. The options are exercisable over a 3-year period, considering a maximum percentage of 25% p.a. of total stock options offered by the Company, within a period of 5 years.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

21.	Stock option plan (Continued)

The options exercised shall be settled only upon issue of new common or treasury shares that the Company may have at each relevant date

Should any holder of stock options cease to be an employee or manager of the Company, by death, retirement or permanent disability of the beneficiary, any options not previously vesting shall become extinct on the date that employee or officer separates from the Company. However, in the case of termination without good cause, the terminated employees shall be entitled to exercise 100% of their options referring to that particular year, on top of exercising 50% of their options in the coming year.

At June 30 and March 31, 2009 stock options equivalent to 1,246,013 common shares were not exercised.

Until June 30, 2009, all stock option exercises were settled through the issuance of new common shares. Should the remaining options also be exercised through the issuance of new common shares, the current shareholders’ interest would be reduced by 0.3333% (0.4460% at March 31, 2009) after exercising all remaining options.

At June 30, 2009, R$6,499 regarding the unrecognized remuneration cost of stock options will be recognized within nearly 15 months (R$9,978 at March 31, 2009, with a deadline of nearly 18 months).

22.	Pension plan

The subsidiary Cosan CL patrocina a Previd Exxon - Sociedade de Previdência Privada, a closed-ended supplementary pension entity set up on December 23, 1980, engaged mainly in the supplementation of benefits within certain limits set in its formation deed, to which all employees of the sponsor and their beneficiaries are entitled as social security insured workers.

The actuarial liabilities regarding Previd Exxon were determined in accordance with IBRACON NPC 26, and is shown in non-current liabilities at June 30, 2009 for R$60,971 (R$60,378 at March 31, 2009).

The amount of contributions Cosan CL made to Previd Exxon – Sociedade de Previdência Privada between April 1 and June 30, 2009 amounted to R$1,860.

COSAN S.A. INDÚSTRIA E COMÉRCIO

Notes to the unaudited quarterly financial information (Continued)

June 30, 2009 and March 31, 2009

(In thousands of reais)

23.	Subsequent events

Capital increase

In the meeting of the Board of Directors held o July 15, 2009, the shareholders unanimously approved a capital increase by R$1,374 through the issuance of 224,819 new registered uncertificated common shares without par value, in connection with the “Company’s Stock Option Plan” and with the exercise of such option by the eligible executives, at the issuance price of R$6.11 by share, set on the terms of the stock option plan. In connection with the issuance of the new shares, the Company’s capital amounted to R$4,155,316, comprising 372,810,092 nominative and flully-paid common shares with no par value.

Senior Notes due in 2014

On August 4, 2009 the subsidiary Cosan CL issued Senior Notes in the foreign market in accordance with “Regulations S and 144A” for US$350,000 thousand, which are subject to interest of 9.5% a.a.

Approval of the financial statements

On August 7, 2009, these financial statements for the quarter ended June 30, 2009 were approved by the Company’s Board of Directors.