REPORT OF THE MANAGEMENT

PPLA PARTICIPATIONS LTD. (CNPJ 15.073.274/0001-88)

June 2025

 

Management Report

 

In accordance with the legal provisions, the Management of PPLA Participations Ltd. submits for consideration the Financial Statements, in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board (IASB), currently referred to by the IFRS Foundation as "IFRS accounting standards", for the year ended June 30, 2025, including the Management Report and the corresponding financial and operational information of the Company.

 

Performance of PPLA Participations

 

PPLA Participations Ltd. (PPLA Participations), presented a result and comprehensive result close to zero for the year ended June 30, 2025.

 

PPLA Participations' financial statements and results reflect its 0.003% stake on June 30, 2025 in the capital of PPLA Investments, which reported net income and comprehensive income of negative R$ 9.4 million.

 

As an investment entity, PPLA Investimentos has low administrative expenses. Therefore, the net income was negative by R$9.4 million, in line with the operating result.

 

Shareholding Structure

 

Through its wholly-owned subsidiary BTG Bermuda LP Holdco Ltd., PPLA Participations holds a stake corresponding to 0.003% of PPLA Investments' capital. PPLA Investments' shares are held by PPLA Participations as a portfolio of investments accounted for at fair value in accordance with IFRS10 – Consolidated Financial Statements and substantially represent the equity of PPLA Participations (PPLA11).

 

Investment Entity Portfolio

 

In 2025, the Company's portfolio was represented by the following investments:

 

a.    Beontag consists of a stake in Auto Adesivos Paraná S.A. and the asset remained stable in the period.

 

b.    Other Assets consists of smaller investments across different sectors and cash retained in investment entities.

 

PPLA Investments also carries other private equity assets, under Invest at Fair Value – OCI, which are mainly held via investment funds. The total balance remained stable at R$0.9 million in the 2Q 2025.


 

Loan Agreement

 

On April 4, 2025, PPLA Investments settled approximately R$28 million of these loans with cash resources.

 

On June 30, 2025, the parties signed a contractual agreement that includes the extension of the final maturity of the loan by three months. The other contractual conditions were maintained.

 

The Company intends and has the ability to take the necessary measures to maintain its capacity for operational continuity. Plans to reverse this situation depend on the success of the initiatives taken by Management through the realization of its assets, its ability to settle financial liabilities, in addition to obtaining new loans through its Controller, if necessary.

 

Relationship with Auditors

 

According to CMN Resolution No. 4,910/21, PricewaterhouseCoopers Auditores Independentes Ltda. does not provide services, other than those expressly related to the external audit function, maintaining the independence necessary to carry out this activity.

PPLA Participations Ltd.

 

Balance sheet

On June 30, 2025, and December 31, 2024

(In thousands of reais)

 

Assets

Note

06/30/2025

12/31/2024

Investment entity portfolio

5

10

9

Amounts receivable

6

541

1,238

Total assets

551

1,247

Liabilities

Other liabilities

7

541

1,238

Total liabilities

541

1,238

Shareholders' equity

Capital stock and share premium

8a

1,504,802

1,504,802

Other comprehensive income

424,134

424,134

Accumulated losses

(1,928,926)

(1,928,927)

Total shareholders' equity

10

9

Total liabilities and shareholders' equity

551

1,247

 

The accompanying notes are an integral part of these interim financial statements.


PPLA Participations Ltd.

 

Statement of income

Periods ended June 30, 2025, and 2024

(In thousands of reais)

 

 

 

 

 

Quarters ended on:

 

Six months period ended on:

Note

06/30/2025

06/30/2024

06/30/2025

06/30/2024

Gain/(Loss) on investment entity portfolio measured at fair value

10

-

-

1

-

Administrative expenses

11

46

(131)

(956)

(345)

Other operating income

12

(46)

131

956

345

Operating profit

-

-

1

-

Net Income for the period

-

-

1

-

 

The accompanying notes are an integral part of these interim financial statements.


 

PPLA Participations Ltd.

 

Statement of comprehensive income

Periods ended June 30, 2025, and 2024

(In thousands of reais unless otherwise stated)

 

 

 

 

Quarters ended on:

 

Six months period ended on:

06/30/2025

06/30/2024

06/30/2025

06/30/2024

Net income for the period

-

-

1

-

Other comprehensive income / (loss) not to be reclassified to profit or loss:

-

-

-

-

Movement in investments designated at fair value through other comprehensive income

-

-

-

-

Total comprehensive income

-

-

1

-

 

The accompanying notes are an integral part of these Interim Financial Statements.

 


PPLA Participations Ltd.

 

Statement of changes in shareholders’ equity

Periods ended June 30, 2025, and 2024

(In thousands of reais unless otherwise stated)

 

Capital

Other comprehensive income

Accumulated losses

Total shareholders' equity

Balance as of December 31, 2023

1,504,802

424,134

(1,928,927)

9

Balance as of June 30, 2024

1,504,802

424,134

(1,928,927)

9

Balance as of December 31, 2024

1,504,802

424,134

(1,928,927)

9

Net income for the period

                               -  

                                               -  

1

1

Balance as of June 30, 2025

1,504,802

424,134

(1,928,926)

10

 

The accompanying notes are an integral part of these Interim Financial Statements.


PPLA Participations Ltd.

 

Statement of cash flows

Periods ending June 30, 2025, and 2024

(In thousands of reais unless otherwise stated)

 

Note

30/06/2025

30/06/2024

Operating activities

Net income for the period

1

-

Adjustments to the loss for the year

Loss from investment entity portfolio measured at fair value

10

(1)

-

Adjusted net income for the period

-

-

Increase in operating liabilities

Due to brokers

697

453

Other liabilities

(697)

(453)

Cash provided by / (used in) operating activities

-

-

Increase / (decrease) in cash and cash equivalents

-

-

Balance of cash and cash equivalents

At the beginning of the period

-

-

At the end of the period

-

-

Increase / (decrease) in cash and cash equivalents

-

-

 

The accompanying notes are an integral part of these Interim Financial Statement.

 


PPLA Participations Ltd.

 

Statement of value added

Periods ending June 30, 2025, and 2024

(In thousands of reais unless otherwise stated)

 

 

Note

06/30/2025

06/30/2024

Revenues

956

345

Others

956

345

Inputs acquired from third parties

(956)

(345)

Third-party services

(956)

(345)

Gross value added

-

-

Net value added produced by the entity

-

-

Value added received from transfer

1

-

Gain/(Loss) on investment entity portfolio measured at fair value

1

-

Value added to distribute

1

-

Distribution of value added

1

-

Own capital remuneration

1

-

Retained earnings

1

-

 

 

The accompanying notes are an integral part of these Interim Financial Statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


1.     Operating context

 

PPLA Participations Ltd. ("PPLA Participations", "Company" or “PPLAP”) was constituted as a tax exempted Limited Liability Company under the laws of Bermuda on March 26, 2010. On December 29, 2010, the Bermuda monetary authority approved the constitution of the Company. PPLA Participations headquarters is located at Clarendon House, 2 Church Street, HM 11, Hamilton, Bermuda.

 

The Company has applied for and has been granted exemption from all forms of taxation in Bermuda until September 30, 2035, including income, capital gains and withholding taxes. In jurisdictions other than Bermuda, some foreign taxes will be withheld at source on dividends and certain interest received by the Company.

 

PPLA Participations (together with BTG Pactual, the “Group”) have units listed on NYSE Euronext in Amsterdam and B3 in São Paulo. Each unit issued corresponds to 1 class A shares and 2 class B  shares of PPLA Participations Ltd. All units listed and traded in Amsterdam remained wholly interchangeable with the units in Brazil.

 

The Company is the sole owner of BTG Bermuda LP Holdco Ltd ("BTG Holdco") which, on December 29, 2010, received a Class C common share from BTG Pactual Management Ltd. and thus became general partner of PPLA Investments LP. (“PPLA Investments“), previously denominated BTG Investments LP. As a consequence of this transaction, the Company obtained the right to control the financial and operating policies of PPLA Investments.

 

PPLA Investments was formed in 2008 and makes proprietary capital investments in a wide range of financial instruments, including Merchant Banking investments in Brazil and overseas, and a variety of financial investments in global markets.

 

BTG Pactual’s asset management area manages PPLA Investments’ assets and receives fees at arm’s length.

 

The Management of PPLA Investments is monitoring the recurring reduction in the Company's Shareholders' Equity over the last few periods, mainly due to losses arising from negative mark-to-market in its investment entity portfolio. Reverting the accumulated deficit situation requires a successful implementation of Management's initiatives through loans - made between the Company and BTG MB Investments LP (“BTG MB”) - which can be capitalized, if necessary. Although the deficit picture portraits the existence of a relevant uncertainty that can raise questions about the Company's operational continuity, management evaluation came to conclude, based on the aforementioned initiatives, that PPLA Participations has the capacity to continue operating in the next 12 months.


Loan Agreement

 

On June 21st, 2021 PPLAI entered into a Loan Agreement with BTG MB Investments LP ("BTG MB") in which PPLAI approved a credit line with BTG MB with total amount to BRL750 million, to be disbursed according to PPLAI request, on dates and amounts of the company loan installments, on the following dates: June 21st,2021, July 9th, 2021, December 16th, 2021, December 12th, 2022 and December 23th, 2023, with 30 months maturity, starting of June 21st, 2021 and interest rate of 117.3% of CDI to be applied on each amount disbursed.

 

The agreement does not have on the date of its execution, a provision that would enable BTG MB to capitalize such credits fully or partially in the corresponding number of shares (partnership interests) of PPLA Investments, without prejudice to any commercial agreement to be negotiated on an arm's length basis. Simultaneously with the execution of the Agreement, PPLA Investments requested the first disbursement to BTG MB in the amount of approximately BRL90 million, which was made on the same date by BTG MB.

 

On July 9, 2021, PPLA Investments requested the second disbursement to BTG MB in the amount of

approximately BRL 160 million, which was made on the same date.

 

On December 16, 2021, PPLA Investments requested the third disbursement to BTG MB in the amount of approximately BRL 116 million, which was made on the same date.

 

On November 13, 2023, PPLA Investments settled BRL 142 million of these loans, with cash and resources arising from operations with financial assets at amortized cost.

 

On December 21, 2023, the parties entered into a contractual agreement that extends the final maturity of the loan by one year. The remaining contractual terms were maintained.

 

On August 30, 2024, PPLA Investments settled approximately BRL 73 million of these loans, with cash and resources arising from operations with financial assets at fair value through profit or loss.

 

On December 31, 2024, the parties signed a contractual agreement that includes the extension of the

final maturity of the loan by three months. The other contractual conditions were maintained.

 

On December 31, 2024, PPLA Investments settled approximately BRL 137 million of these loans, with cash and resources arising from operations with financial assets at fair value through profit or loss.

 

On March 31, 2024, the parties signed a contractual agreement that includes the extension of the

final maturity of the loan by three months. The other contractual conditions were maintained.

 

On April 04, 2025, the PPLA Investments settled approximately BRL 28 million of these loans, with cash.

 

On June 30, 2025, the parties signed a contractual agreement that includes the extension of the final maturity of the loan by three months. The other contractual conditions were maintained.

 

 

The loans corresponding to this Loan Agreement are conducted within the scope of the Company's initiatives to address its economic and financial situation and PPLA Investments' recurring capital needs, especially considering the maturity of certain loans and other short-term liabilities.

 

 

2.     Presentation of Interim Financial Statement

 

The interim financial statements have been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board (IASB), currently referred to by the IFRS Foundation as "IFRS accounting standards".

 

The items included in the Interim Financial Statement of each of the businesses of the Company are measured using the currency of the primary economic environment in which the company operates ("functional currency").

 

The Interim Financial Statement for the period ended June 30, 2025 was approved by the Management on August 14, 2025, and it contains a true and fair view of the financial position and results of the Company.

 

 

3.     Main accounting practices

 

a.       Use of estimative

 

The preparation of Interim Financial Statement in conformity with IFRS requires management to make estimates and assumptions that affect the reported balances of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Interim Financial Statement, as well as the reported amounts of revenues and expenses during the year. These estimates are based on historical experience and various other factors that Management believes are reasonable under the circumstances, the results form the basis for judgments about carrying values of assets and liabilities, which are not determined through other sources. The actual results could differ from those estimates.

 

b.      Functional currency and presentation

 

The Company's functional currency is the real, since most business transactions, especially its investments, are in this currency.

 

c.       Cash

 

Cash and cash equivalents include cash, bank deposits and highly liquid short-term investments redeemable in up to 3 months, subject to an insignificant risk of change in value.

 

 

 

d.      Revenue and expense recognition

 

Net gains with financial instruments                                                   

 

Amounts that arise from trading activity including all gains and losses from changes in the fair value and the interest and dividend income or expense of financial assets and liabilities held for trading.

 

Interest income (expense)

 

Interest income (expense) is recognized as incurred, using the effective interest rate method. The interest in financial instruments held for trading are recorded in the statement of income when applicable.

 

e.       Financial instruments

 

Recognition date

 

All financial assets and liabilities are initially recognized on the trading date, that is, the date on which the entity becomes an interested party to the contractual relationship of the instrument. This includes purchases or sales of financial assets or liabilities that require delivery of the asset at a specified time established by regulation or market standard.

 

Initial recognition of financial instruments

 

The classification of the financial instruments at their initial recognition depends on the purpose for which they were acquired and their characteristics. IFRS 9 classification is generally based on the business model in which a financial asset is managed and its contractual cash flows. Subsequently to the IFRS 9 early adoption without electing fair value option, the Company classified its financial assets as measured at fair value through profit or loss (FVTPL), fair value through other comprehensive income (FVOCI) with or without recycling or at amortized cost.

 

Derivatives financial instruments

 

Derivative financial instruments are recorded at fair value and held as assets when fair value is positive and as liabilities when fair value is negative. The changes in fair value of derivatives are recognized in the income statement “Net gains (losses) with financial instruments held for trading”.

 

Financial assets and liabilities designated at fair value through profit and loss

 

Financial assets and liabilities classified in this category are those designed as such on initial recognition. The designation of a financial instrument at fair value through profit or loss on initial recognition is only possible when the following criteria is observed, and the designation of each instrument is individually determined:

 

·         Designation eliminates or significantly reduces the inconsistent treatment which would occur in the measurement of assets and liabilities or in the recognition of gains and losses corresponding to different ways; or

 

·         Assets and liabilities are part of a group of financial assets, financial liabilities, or both, which are managed and with their performance assessed based on the fair value, as a documented strategy of risk or investment management; or

 

·         The financial instrument contains one (or more) embedded derivative(s), which significantly modifies the cash flows that would otherwise be required by the agreement.

 

Financial assets and liabilities at fair value through profit and loss are recorded in the balance sheet at fair value. Changes in the fair value and earned or incurred interest are recorded in “profit and loss”.

 

Financial assets measured at amortized cost

 

A financial asset shall be measured at amortized cost if both of the following conditions are met:

 

·         The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and.

 

·         The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

After initial measurement, financial assets are measured at amortized cost using the effective interest rate method.

 

Financial liabilities at amortized cost

 

Financial liabilities are measured at amortized cost using the effective interest rate method and considering any discount or premium on issue and relevant costs that become part of the effective interest rate.

 

Reclassifications

 

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

 

Impairment of financial assets

 

Under IFRS 9, at initial recognition of a debt instrument, the Company needs to project its expected credit losses for the next 12 months and recognize it as an allowance for credit losses, even though no losses have yet occurred.

 

If the Company is expecting a significant deterioration in the credit quality of its counterparty, it should recognize an allowance equivalent to the lifetime expected credit losses of the instrument, rather than only the 12 month expected credit losses.

 

Measurement

 

Expected credit losses are a probability-weighted estimate of credit losses. They are measured as follows:

·            Financial assets that are not credit-impaired at the Report date: as the present value of all cash shortfalls (the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

·            Financial assets that are credit-impaired at the Report date: as the difference between the gross carrying amount and the present value of estimated future cash flows.

·            Undrawn loan commitments: as the present value of the difference between the contractual cash flows that are due to the Group if the commitment is drawn down and the cash flows that the Group expects to receive; and

·            Financial guarantee contracts: the expected payments to reimburse the holder less any amounts that the Group expects to recover.

 

If the assets are no longer performing (a credit event), despite considering the expected credit losses for the lifetime of the instrument, the Company should also recognize interest revenue based on the net carrying amount, which means that the allowance should be accounted for on interest recognition.

 

The main evidence of deterioration of the credit quality of the counterparty are:

 

·         the significant decline in the fair value of any security for a prolonged period.

·         noncompliance with contract terms for delay of principal or interest.

·         deterioration in ability to pay and operational performance.

·         breach of covenants.

·         notable change in the performance of the counterparty market.

·         reduced liquidity of the asset due to financial difficulties the lender.

 

For impairment losses related to debt instruments through other comprehensive income, such losses will be recognized on the consolidated statements of income against other comprehensive income in an account called “accumulated impairment amount.” However, if in a subsequent period occur an increase in the fair value of the financial asset that can be related to any event, the loss previously considered will be reversed in profit and losses.

 

The Company is required to reduce the gross carrying amount of its financial instruments when there is no reasonable expectation of recovering the contractual cash flows on the financial assets on its entirety or a portion thereof.

 

f.        Valuation of Investment entity portfolio

 

Within the context of IFRS 10, this entity is treated as an investment entity and therefore it is not necessary to conduct all the procedures related to the consolidation of investees, as the exception indicated in this rule. The objective is to earn gains through the management of portfolios and eventual purchase and sale transactions.

 

Investment entity portfolio is held at fair value with movements in fair value going through the profit and loss account. The investments held by BTG Holdco (through BTGI) are defined as underlying investments. These underlying investments correspond substantially to an investment in global markets and merchant banking investments which are generally made directly or through ownership in limited partnership funds. The merchant banking investments are comprised of equity ownerships, loans and convertible instruments which most of the risk and return are dependent on the fair value and characteristics of underlying equity. The Company may adjust these values if, in its view, the values do not reflect the price which would be paid in an open and unrestricted market between informed and prudent parties, acting at arm's length and under no compulsion to act.

 

Investment entity portfolio is measured according to the fair value measurement hierarchy

described below:

 

Level 1: Price quotations observed in active markets for the same instrument.

 

Level 2: Price quotations observed in active markets for instruments with similar characteristics or based on pricing model in which the relevant parameters are based on observable active market data.

 

Level 3: Pricing models in which current market transactions or observable data are not available and require a high degree of judgment and estimation. Instruments in this category have been valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, the Company determines a reasonable level for the input. The valuation models are developed internally and are reviewed by the pricing team, which is independent from the revenue generating areas, they are updated whenever there is evidence of events that could have affected the assets’ pricing. Investment entity portfolio primarily includes certain limited partnership interests in private equity funds mainly derived from our merchant banking activities and OTC derivatives which valuation depends upon unobservable inputs. No gain or loss is recognized on the initial recognition of an investment entity portfolio valued using a technique incorporating significant unobservable data.

 

Level 3 valuation assumptions

Asset

Valuation technique

Main assumptions

Private Equity Funds (unquoted investments)

Price of recent investments; Models based on discounted cash flows or earnings; market transactions (M&A) multiples.

Market and revenue growth, profitability and leverage expectations, discount rates, macro-economic assumptions such as inflation and exchange rates, risk premiums including market, size and country risk premiums.

 

 

Derivatives

 

Standard models and non-bidding quoted
prices.

Counterpart - Probability of default and recovery rates.

 

 

 

 

In certain cases, data used to determine fair value may be from the different levels of the fair value measurement hierarchy. In these cases, the financial instrument is classified in the most conservative hierarchy in which the relevant data for the fair value assessment were used. This evaluation requires judgment and considers specific factors of the relevant financial instruments. Changes in the availability of the information may result in reclassification of certain financial instruments among the different levels of fair value measurement hierarchy.


 

g.       Financial instruments – Offsetting

 

Financial assets and liabilities are presented net in the balance sheet if, and only if, there is a current and enforceable legal right to offset the amounts recognized and if there is the intention to offset, or to realize the asset and clear the liability simultaneously.

 

h.      Contingent assets and liabilities

 

Provisions are recognized when the Company has a current obligation (legal or constructive), as the result of a past event and it is probable that an outflow of resources which incorporates economic benefits shall be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The expense related to any allowance is presented in the income statement net of any reimbursement.

 

The recognition, measurement and the disclosure of the assets and contingent liabilities and of the legal are made pursuant to the criteria described below.

 

Contingent assets - not recognized in the Interim Financial Statement, except when there is evidence that realization is virtually certain.

 

Contingent liabilities - are recognized in the Interim Financial Statement when, based on the opinion of legal advisors and Management, the risk of loss of an action, judicial or administrative is deemed likely, with a probable outflow of resources to settlement of the obligations and when the amounts involved can be reasonably measured. Contingent liabilities classified as possible losses by the legal advisors are only disclosed in explanatory notes, while those classified as remote losses are neither provided for nor disclosed.

 

i.        Profit allocation

 

The dividends are classified as liabilities when declared by the board and approved by the Extraordinary / Ordinary General Meeting.

 

j.        Segment information

 

IFRS 8 requires that operating segments are disclosed consistently with information provided to the Company’s chief operating decision maker, who is the person or group of persons that allocates resources to the segments and assesses their performance. Management understands the Company has only one segment, which is related to the company’s an investment activity and so no segment information is disclosed.

 

k.       Invested companies

 

Below is the ownership interest held by PPLA Investments in its Indirect subsidiaries:

 

Equity interest - %

Country

06/30/2025

12/31/2024

Indirect subsidiaries

 

 

Auto Adesivos Paraná S.A.

Brazil

11.17

11.17

 

4.     Risk management

 

The Company’s risk management involves several levels of our management team and various policies and strategies. The structure of the Company’s committees allows engaging the whole organization and ensuring decisions are readily implemented.

 

The main committees/meetings involved in risk management activities are: (i) Management meeting, which approves policies, defines overall limits and, alongside with the other committees, monitors the management of our risks; (ii) Compliance Committee, which is responsible for establishing policy rules and report potential problems related to money laundering.

 

a.       Market risk

 

The Company evaluated and will continue to evaluate and measure the performance of substantially all of its fair value investment portfolio and, therefore, there was no significant change in the risk management structure.

 

b.      Credit risk


The following table shows the maximum exposure of the investment entity portfolio by geographic region (considering PPLA Participations' stake in PPLA Investments):

 

06/30/2025

Brazil

Others

Total

Assets

Investment entity portfolio

15

-

15

Financial assets at amortized cost (i)

-

1

1

Total

15

1

16

 

12/31/2024

Brazil

Others

Total

Assets

Investment entity portfolio

13

-

13

Financial assets at amortized cost (i)

-

1

1

Total

13

1

14

 

 

(i)     The amount basically corresponds to loans to partners.

 

The table below states the maximum exposures to credit risk of the investment entity portfolio, classified by the counterparties’ economic activities (considering PPLA Participations' stake in PPLA Investments):


 

 

06/30/2025

Companies

Individuals

Others

Total

Assets

Investment entity portfolio

14

-

1

15

Financial assets at amortized cost

-

1

-

1

Total

14

1

1

16

12/31/2024

Companies

Individuals

Others

Total

Assets

Investment entity portfolio

11

-

1

12

Financial assets at amortized cost

-

1

-

1

Total

11

1

1

13

 

 

c.       Liquidity analysis and risk

 

As of December 31, 2024, and December 31, 2023, the Company does not have any cash or cash equivalents. And there is no fixed maturity for the discounted cash flows for the investment entity portfolio of the Company (considering PPLA Participations' stake in PPLA Investments). The following table shows the Investment entity portfolio’s liquidity position as of December 31, 2024, and December 31, 2023:

 

06/30/2025

Up to 90 days / No maturity

90 to 365 days

1 to 3 years

Over 3 years

Total

Assets

Investment entity portfolio

15

-

-

-

15

Financial assets at amortized cost

-

-

-

1

1

Liabilities

(4)

-

-

-

(4)

Total

11

-

-

1

12

12/31/2024

Up to 90 days / No maturity

90 to 365 days

1 to 3 years

Over 3 years

Total

Assets

Investment entity portfolio

13

-

-

-

13

Financial assets at amortized cost

-

-

-

1

1

Liabilities

(4)

-

-

-

(4)

Total

9

-

-

1

10

 

5.     Investment entity portfolio

 

On June 2025, PPLA Investments' equity is BRL 376.873 (December 31, 2024 – BRL 334,162) due to results with the investment entity portfolio. PPLA Participations marked its investment in PPLA Investments at BRL 10 on June 2025 (BRL 9 – December 31, 2024), considering the percentage of interest held by the Company of 0.003% (December 31, 2024 – 0.003%). PPLA P does not have contractual commitments with the liabilities of its investees.

 

PPLA Participations values its investments at fair value, in accordance with the accounting’s standards of PPLA Investments.

The relevant figures of the PPLA Investments investment portfolio, as of June 30, 2025, and December 31, 2024, are presented below:

 

Note

06/30/2025

12/31/2024

Assets

Cash and cash equivalents

(a)

                                                   1,851

                                                  4,337

Investment entity portfolio

(b)

                                            487,592

                                             459,462

Investments at fair value through other comprehensive income

(c)

                                                     901

                                                   1,348

Financial assets at amortized cost

(d)

                                              28,764

                                                  32,111

Other assets

                                                  1,387

                                                         -  

Total

                          520,495

                           497,258

Liabilities

Financial liabilities at amortized cost

                                             143,070

                                              160,000

Other liabilities

                                                     552

                                                  3,096

Total

                          143,622

                           163,096

Shareholders' equity

                          376,873

                           334,162

Total liabilities and shareholders' equity

                          520,495

                           497,258

 

The relevant figures of the PPLA Investments investment portfolio, considering the stake that PPLA Participations holds in PPLA Investments on June 30, 2025 and December 31, 2024:

 

Note

06/30/2025

12/31/2024

Assets

Cash and cash equivalents

(a)

                                                         0

                                                          0

Investment entity portfolio

(b)

                                                        15

                                                         14

Investments at fair value through other comprehensive income

(c)

                                                         0

                                                          0

Financial assets at amortized cost

(d)

                                                          1

                                                           1

Other assets

                                                         0

                                                         0  

Total

                                   16

                                     15

Liabilities

Financial liabilities at amortized cost

                                                         4

                                                           5

Other liabilities

                                                         0

                                                          0

Total

                                     4

                                      5

Shareholders' equity

                                    11

                                    10

Total liabilities and shareholders' equity

                                   16

                                     15

 

(a)    Cash

This item is composed exclusively of bank deposits with immediate liquidity.

 

(b)    Investment entity portfolio

 

As of June 30, 2025

As of December 31, 2024

Fair value

Fair value

Merchant Banking investments

466,355

410,473

Private equity funds ("FIP")

464,155

408,273

Subsidiaries, associates and jointly controlled entities

2,200

2,200

Others (1)

21,237

48,989

Total

487,592

459,462

 

The relevant figures of the PPLA Investments investment portfolio, considering the stake that PPLA Participations holds in PPLA Investments On June 30, 2025 and December 31, 2024:


 

As of June 30, 2025

As of December 31, 2024

Fair value

Fair value

Merchant Banking investments

14

12

Private equity funds ("FIP")

14

12

Subsidiaries, associates and jointly controlled entities

0

0

Others (1)

1

2

Total

15

14

 

(i)      Merchant Banking investments

 

Merchant Banking investments consist of investments, held directly or through investment vehicles (including funds that also include third party investors), in a diversified group of portfolio companies primarily located in Brazil. Merchant Banking investments are structured generally through privately negotiated transactions with a view to divest in four to ten years.

 

As of June 30, 2025 and December 31, 2024, PPLA Investments Merchant Banking investments correspond to private equity and real estate investments, through FIP or other investment vehicles, as disclosed below:

 

06/30/2025

12/31/2024

Merchant Banking Investments

Description/Segment

(%) (1)

Fair Value

(%) (1)

Fair Value

Through FIP:

Beontag

Adhesives, labels and specialty paper company

11,17%

464,155

11,17%

408,273

Through subsidiaries, affiliates and joint subsidiaries:

Loans - Merchant Banking  Investments

Other

-

2,200

-

2,200

Total

466,355

410,473

 

(1)   The equity interest disclosed in the table above refers to the Company indirect interest.

 

 

 

The relevant figures of the PPLA Investments investment portfolio, considering the stake that PPLA Participations holds in PPLA Investments On June 30, 2025 and December 31, 2024:

 

06/30/2025

13/31/2024

Merchant Banking Investments

Description/Segment

(%) (1)

Fair Value

(%) (1)

Fair Value

Through FIP:

Beontag

Adhesives, labels and specialty paper company

11,17%

14

11,17%

12

Through subsidiaries, affiliates and joint subsidiaries:

 

 

Loans - Merchant Banking  Investments

Other

-

0

-

0

Total

14

12

(1)   The equity interest disclosed in the table above refers to the Company indirect interest.

 

Fair value Hierarchy

 

The summary of assets and liabilities classified in accordance with the fair value hierarchy is as follows:

 

06/30/2025

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

                             -  

             -  

          464,155

          464,155

Subsidiaries, associates and jointly controlled entities

                             -  

      2,200

                    -  

             2,200

Others

                             -  

     21,237

                    -  

            21,237

Total

                             -  

23.437

   464,155

   487,592

12/31/2024

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

                             -  

             -  

        408,273

        408,273

Subsidiaries, associates and jointly controlled entities

                             -  

      2,200

                    -  

             2,200

Others

                             -  

   48,989

                    -  

          48,989

Total

                             -  

 51,189

  408,273

  459,462

 

 

The relevant figures of the PPLA Investments investment portfolio, considering the stake that PPLA Participations holds in PPLA Investments On June 30, 2025 and December 31, 2024:

06/30/2025

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

                             -  

             -  

                    14

                    14

Others

                             -  

               1

                    -  

                      1

Total

                             -  

         1

            14

            15

12/31/2024

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

                             -  

             -  

                    12

                    12

Others

                             -  

              2

                    -  

                     2

Total

                             -  

        2

            12

            14

 

 

 

(c)     Investments designated at fair value through other comprehensive income

 

As a result of the application of IFRS 9, PPLA Investments started to present part of its investment entity portfolio as investments designated at fair value through other comprehensive income, as described below:

 

As of June 30, 2025

As of December 31, 2024

Fair value

Fair value

Merchant Banking investments - FIP

901

1,348

Total

                                 901

                               1,348

 

 

As a result of the application of IFRS 9, PPLA Investments started to present part of its investment entity portfolio as investments designated at fair value through other comprehensive income, considering the interest that PPLA Participations holds in PPLA Investments, as described below:

 

 

As of June 30, 2025

As of December 31, 2024

Fair value

Fair value

Investimentos em Merchant Banking - FIP

0

0

Total

0

0

 

 

Fair value Hierarchy

 

All investment assets designated at fair value through other comprehensive income are classified within the fair value hierarchy as Level 1 for both the period ended June 30, 2025, and the year ended December 31, 2024.

 

(d)    Financial assets at amortized cost

 

Below is relevant information on the financial assets measured at amortized cost of PPLA Investments as of June 30, 2025, and December 31, 2024.

 

06/30/2025

12/31/2024

Partners (i)

28,764

                                                  32,111

Total

                            28,764

                               32,111

 

(i)         Loans granted by PPLA Investments are indexed to DI or SOFR, and the maturity is in general higher than one year.

 

Below is relevant information on the financial assets measured at amortized cost of PPLA Investments, considering the interest held by PPLA Participations in PPLA Investments, as of June 30, 2025, and December 31, 2024.

 

06/30/2025

12/31/2024

Partners (i)

1

                                                           1

Total

                                     1

                                      1

 

(j)         Loans granted by PPLA Investments are indexed to DI or SOFR, and the maturity is in general higher than one year.

 

As of June 30, 2025 and December 31, 2024, the fair value attributed to the loans and receivables is similar to its amortized cost.

 

Fair value Hierarchy

 

(i)      Summary of Fair Value Techniques

 

There was no change in fair value techniques in relation to the financial projections for the period ended December 31, 2024.

 

(ii)    Reclassification between levels

 

During the period held On June 30, 2025, and year ended December 31, 2024, there was no reclassification between levels and fair value position.

 

6.     Amounts receivable


As of June 30, 2025, the item refers in its entirety to amounts receivable from the Company's investee entities in the amount of BRL 541 (December 31, 2024 - BRL 1,238).

 

7.     Other liabilities

 

On June 30, 2025, the item refers in its entirety to amounts payable related to the BDR program in the amount of BRL 541 (December 31, 2024 - BRL 1,238).

 

8.     Shareholders’ equity

 

a.       Capital

 

On June 30, 2025, and December 31, 2024, the Company’s capital was comprised by the following class of shares:

 

Authorized

Issued

Par value (BRL)

Voting rights

Vote per share

Class A (i)

5.000.000.000

938.222

Yes

1

Class B (i)

10.000.000.000

1.876.444

No

-

Class C

1

1

1

Yes

(*)

Class D

1.000.000.000

-

 0,0000000001

Yes

1

Total

16.000.000.001

2.814.667

(*) Class C shareholders hold voting rights equivalent to ten times the total number of issued and subscribed A and D Class shares at any moment.

(i) Only class A and class B shareholders are entitled to economic benefits.

 

b.      Dividends

 

The Company did not distribute dividends during the periods ended June 30, 2025, and December 31, 2024.

 

9.     Profit / (Loss) per share

 

 

 

Quarters ended on:

 

 

Six months period ended on:

 

06/30/2025

06/30/2024

06/30/2025

06/30/2024

Net income for the period

-

-

1

-

Weighted average per thousand shares outstanding during the period

2,815

2,815

2,815

2,815

Profit / (Loss) per share - basic and diluted (in reais)

-

                            -  

0.0004

-

 

 

10. Gain / (Loss) from investment entity portfolio measured at fair value through profit or loss

 

Quarters ended on:

Six months period ended on:

06/30/2025

06/30/2024

06/30/2025

06/30/2024

Gain on investment entity portfolio

-

-

1

-

Total

-

-

1

-

 

 

11. Administrative expenses

 

In the periods ended June 30, 2025, and 2024, the item is composed exclusively of custodial expenses, due to the Company’s BDR program.

 

12. Other operational income

 

In the periods ended June 30, 2025, and 2024, the item is composed exclusively of amounts regarding reimbursed from subsidiaries.

 

13. Related Parties

 

 

Assets (Liabilities)

Revenues  (Expenses)

Relationship

06/30/2025

12/31/2024

06/30/2025

06/30/2024

Assets

Amounts receivable

   - PPLA Investments LP

Controlled entities

541

1,238

956

345

 

The total compensation paid to key management personnel for the period ended June 30, 2025, was R$ 151 (June 30, 2024 – don’t have compensation).

UNANIMOUS WRITTEN RESOLUTIONS OF BOARD OF OFFICERS OF

PPLA PARTICIPATIONS LTD.

("Company")

DELIBERAÇÕES UNÂNIMES DA

DIRETORIA EXECUTIVA DA

 PPLA PARTICIPATIONS LTD.

("Companhia")

 

 

1.                   Presence and Appointment:

 

The meeting was held at Praia de Botafogo, nº 501, 5th Floor, in the City and State of Rio de Janeiro, Brazil, on August 14th, 2024 at 10:30 a.m.

 

 

José Octavio Mendes Vita and Rodrigo Medeiros Dias da Silva are all of them members of the Board of Officers of the Company. José Octavio Mendes Vita was appointed chairman of the meeting and Rodrigo Medeiros Dias da Silva was appointed as secretary.

1.                   Presença e Indicação: 

 

A reunião foi realizada na Praia de Botafogo, nº 501, 5º Andar, na Cidade e Estado do Rio de Janeiro, Brasil, em 14 de agosto de 2025, às 10:30 horas.

 

José Octavio Mendes Vita e Rodrigo Medeiros Dias da Silva são todos os membros da Diretoria Executiva da Companhia. José Octavio Mendes Vita foi indicado como presidente e Rodrigo Medeiros Dias da Silva foi indicada como secretário.

 

 

2.                   Notice:

 

The chairman noted that all the officers of the Company were present in person and had agreed to waive notice of the meeting. Accordingly, the chairman declared the meeting duly constituted.

2.                   Convocação:

 

O presidente destacou que todos os Diretores estavam presentes pessoalmente e concordaram em dispensar a convocação da reunião. Dessa forma, o presidente declarou a reunião como devidamente instalada.

 

 

3.                   Corporate Resolutions:

 

DO HEREBY UNANIMOUSLY CONSENT to state pursuant to sections V and VI, paragraph 1, article 27 of Rule No. 80, issued by the Brazilian Securities and Exchange Commission on March 29th, 2022, that:

 

(i)                  have reviewed, discussed and agreed with the financial statements of PPLA Participations Ltd. for the fiscal period ended on June 30th, 2025, prepared in accordance with international standards, according to pronouncements issued by the International Accounting Standards Board (IASB), and

 

(ii)                 have reviewed, discussed and agreed with the revision expressed in the independent auditors report with regards to the review of the financial statements of PPLA Participations Ltd. for the fiscal period ended on June 30th, 2025, prepared in accordance with the international standards, as pronouncements issued by the International Accounting Standards Board (IASB).

3.                   Deliberações:

 

OS DIRETORES CONSENTIRAM, DE FORMA UNÂNIME, em declarar, nos termos dos incisos V e VI, parágrafo 1º, artigo 27, da Instrução Normativa nº 80, editada pela Comissão de Valores Mobiliários em 29 de março de 2022, que:

 

(i)                  reviu, discutiu e concorda com as demonstrações financeiras da PPLA Participations Ltd., relativas à data base de 30 de junho de 2025, elaboradas de acordo com o padrão internacional, conforme os pronunciamentos emitidos pelo International Accounting Standards Board (IASB); e

 

(ii)                 reviu, discutiu e concorda com a opinião expressa na revisão dos auditores independentes sobre a revisão das demonstrações financeiras da PPLA Participations Ltd., relativas ao período findo em 30 de junho de 2025, elaboradas de acordo com o padrão internacional, conforme os pronunciamentos emitidos pelo International Accounting Standards Board (IASB).

 

 

4.                   Conclusion:

 

There being no further business, the meeting was concluded and in witness thereof, this document was drawn and signed as follows. 

4.                   Conclusão:

 

Não havendo mais assuntos, a reunião foi concluída e em testemunho de que, este documento foi lavrado, assino conforme segue.

 

 

August 14th, 2025.

14 de agosto de 2025.

 

 

 

Rodrigo Medeiros Dias da Silva

- Secretary -

 

 

 

Rodrigo Medeiros Dias da Silva

- Secretário -

 

 

 

 

 

 

 

Conformity statement pursuant to section 5:25d paragraph 2(c) of the Dutch Financial  
Supervision Act (Wet op het financieel toezicht).  
As required by section 5:25d paragraph 2(c) of the Dutch Financial Supervision Act, each of the  
signatories hereby confirms that to the best of his knowledge:  
the PPLA Participations Ltd. interim financial statements for the six month period ended  
30 June 2025 give a true and fair view of the assets, liabilities, financial position and  
profit or loss of PPLA Participations Ltd.; and  
the PPLA Participations Ltd. interim report for the six month period ended 30 June 2025  
gives a true and fair view of the information required pursuant to section 5:25d,  
paragraphs 8 and 9 of the Dutch Financial Supervision Act regarding PPLA Participations  
Ltd..  
August 14, 2025  
Board of Officers  
José Octavio Mendes Vita  
Gustavo do Santos Vaz  
Internal Use Only