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PPLA Participations Ltd. Audit Report / Information 2024

Apr 17, 2025

14935_10-k_2025-04-17_82c96066-c6cc-4a30-bc96-4f0fb5c724d7.html

Audit Report / Information

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Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

www.pwc.com.br  

(A free translation of the original in Portuguese)  

PPLA Participations Ltd.  

Financial statements at  

December 31, 2024  

and independent auditor's report  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

(A free translation of the original in Portuguese)  

Independent auditor's report  

To the Management and Stockholders  

PPLA Participations Ltd.  

Opinion  

We have audited the accompanying financial statements of PPLA Participations Ltd. (the "Company"),  

which comprise the balance sheet as at December 31, 2024 and the statements of income, comprehensive  

income, changes in equity and cash flows for the year then ended, and notes to the financial statements,  

including material accounting policies and other explanatory information.  

In our opinion the financial statements referred to above present fairly, in all material respects, the  

financial position of the Company as at December 31, 2024, and its financial performance and its cash  

flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS)  

as issued by the International Accounting Standards Board (IASB) (currently described as "IFRS  

Accounting Standards" by the IFRS Foundation).  

Basis for opinion  

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our  

responsibilities under those standards are described in the Auditor's Responsibilities for the Audit of the  

Financial Statements section of our report. We are independent of the Company in accordance with the  

ethical requirements established in the Code of Professional Ethics and Professional Standards issued by  

the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in  

accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and  

appropriate to provide a basis for our audit opinion.  

Material uncertainty related to going concern  

We draw attention to Note 1 to these financial statements, which states that the Company has incurred  

recurring decreases in shareholders' equity over the past few years for the reasons set out in that Note.  

The plans for reversing this situation, are also described in Note 1, and depends on the success of the  

initiatives taken by Management, through obtaining loans, which can be capitalized, if necessary. This  

situation, among others described in that Note, indicates the existence of significant uncertainty that  

may cast significant doubts about the ability of the Company to continue as a going concern. Our opinion  

is not qualified in respect of this matter.  

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o  

São Paulo, SP, Brasil, 04538-132  

T: +55 (11) 4004-8000, www.pwc.com.br4  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

Key Audit Matters  

Key Audit Matters are those matters that, in our professional judgment,  

were of most significance in our audit of the financial statements of the  

current year. These matters were addressed in the context of our audit of  

the financial statements as a whole, and in forming our opinion thereon,  

and we do not provide a separate opinion on these matters.  

In addition to the matter described in the "Material uncertainty related  

to going concern" section, we have determined the matters described below  

to be the key audit matters to be communicated in our report.  

Matters  

Why it is a  

Key Audit  

Matter  

How the  

matter was  

addressed  

Why it is a Key Audit Matter  

How the matter was addressed in the audit  

Fair value measurement of financial  

instruments Level III  

As disclosed in Notes 3 (e), 3 (f) and 5 (b), the  

Company has an investment in the subsidiary  

PPLA Investments LP., which, as of  

December 31, 2024, invested in financial  

instrument as shares of privately held company,  

classified as Level III, with  

Our main audit procedures considered, among  

others, our understanding of the main processes  

involving the fair value measurement of financial  

instruments Level III.  

With the support of our specialists, we had  

meetings with those in the Management  

responsible for the preparation and approval of  

calculation of valuation of shares, in order to  

establish, based on our experience and judgment,  

whether the Company's measurement  

operations in different industries and locations.  

These shares of privately held  

companies, with no stock exchange quoted prices,  

which are, as a result, valued at fair value  

estimated by Management, in accordance with  

the Company's assumptions and internal pricing  

models, that are based mainly on cash flow.  

work is consistent with the valuation techniques  

usually applied in the market.  

We consider this a focus area in our audit as the  

use of different valuation techniques and  

assumptions may produce significantly different  

fair value estimates and also due to the  

materiality of the financial instruments, classified  

as Level III, in the context of the financial  

statements.  

We also tested the valuation methodology as  

well as the assumptions used by Management  

through the following: (i) understanding  

of the methodology used in the assessment;  

(ii) comparison of assumptions observable  

in the market, when applicable; (iii) review of the  

movements occurred during the year;  

(iv) comparison with the information and  

fair value obtained by the Company and  

(v) comparison of the spreadsheets used for the  

share and quotas valuation with the accounting  

records and with the disclosures made in the  

notes to the financial statements.  

We believe that the criteria adopted by  

management in the fair value measurement of the  

financial instruments are consistent  

with the information analyzed in our audit.  

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Other matters  

Statement of Value Added  

The Statement of Value Added for the year ended December 31, 2024, prepared under the responsibility of  

the Company's management and presented as supplementary information for IFRS Accounting Standards  

purposes, was submitted to audit procedures performed in conjunction with the audit of the Company's  

financial statements. For the purposes of forming our opinion, we evaluated whether this statement is  

reconciled with the financial statements and accounting records, as applicable, and if its form and content  

are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Added  

Value". In our opinion, this Statement of Value Added has been properly prepared in all material respects,  

in accordance with the criteria established in the Technical Pronouncement, and is consistent with the  

financial statements taken as a whole.  

Other information accompanying the financial statements and the audit report  

The Company's management is responsible for the other information that comprises the Management  

Report.  

Our opinion on the financial statements does not cover the Management Report, and we do not express  

any form of audit conclusion regarding such report.  

In connection with the audit of the financial statements, our responsibility is to read the Management  

Report and, in doing so, consider whether this report is materially inconsistent with the financial  

statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,  

based on the work we have performed, we conclude that there is a material misstatement in the  

Management Report, we are required to report that fact. We have nothing to report in this regard.  

Responsibilities of management and those charged with governance for the  

financial statements  

Management is responsible for the preparation and fair presentation of the financial statements in  

accordance with the International Financial Reporting Standards (IFRS) as issued by the International  

Accounting Standards Board (IASB) (currently described as "IFRS Accounting Standards" by the IFRS  

Foundation), and for such internal control as management determines is necessary to enable the  

preparation of financial statements that are free from material misstatement, whether due to fraud or  

error.  

In preparing the financial statements, management is responsible for assessing the Company's ability to  

continue as a going concern, disclosing, as applicable, matters related to going concern and using the  

going concern basis of accounting unless management either intends to liquidate the Company or to cease  

operations, or has no realistic alternative but to do so.  

Those charged with governance are responsible for overseeing the Company's financial reporting process.  

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Auditor's responsibilities for the audit of the financial statements  

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are  

free from material misstatement, whether due to fraud or error, and to issue an auditor's report that  

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an  

audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a  

material misstatement when it exists. Misstatements can arise from fraud or error and are considered  

material if, individually or in the aggregate, they could reasonably be expected to influence the economic  

decisions of users taken on the basis of these financial statements.  

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise  

professional judgment and maintain professional skepticism throughout the audit. We also:  

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud  

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that  

is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material  

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve  

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  

Obtain an understanding of internal control relevant to the audit in order to design audit procedures  

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the  

effectiveness of the Company's internal control.  

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting  

estimates and related disclosures made by management.  

Conclude on the appropriateness of management's use of the going concern basis of accounting and,  

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions  

that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude  

that a material uncertainty exists, we are required to draw attention in our auditor's report to the related  

disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our  

conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,  

future events or conditions may cause the Company to cease to continue as a going concern.  

Evaluate the overall presentation, structure and content of the financial statements, including the  

disclosures, and whether these financial statements represent the underlying transactions and events  

in a manner that achieves fair presentation.  

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the  

financial information of associates as a basis for forming an opinion on the Company's financial  

statements. We are responsible for the direction, supervision and review of the audit work performed  

for purposes of the group audit. We remain solely responsible for our audit opinion.  

We communicate with those charged with governance regarding, among other matters, the planned scope  

and timing of the audit and significant audit findings, including any significant deficiencies in internal  

control that we identify during our audit.  

We also provide those charged with governance with a statement that we have complied with relevant  

ethical requirements regarding independence, and to communicate with them all relationships and other  

matters that may reasonably be thought to bear on our independence, and where applicable, actions taken  

to eliminate threats to our independence or safeguards applied.  

From the matters communicated with those charged with governance, we determine those matters that  

were of most significance in the audit of the financial statements of the current period and are therefore  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

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the Key Audit Matters. We describe these matters in our auditor's report unless law or regulation  

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that  

a matter should not be communicated in our report because the adverse consequences of doing so would  

reasonably be expected to outweigh the public interest benefits of such communication.  

São Paulo, March 14, 2025  

PricewaterhouseCoopers  

Auditores Independentes Ltda.  

CRC 2SP000160/O-5  

Fábio de Oliveira Araújo  

Contador CRC 1SP241313/O-3  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

REPORT OF THE MANAGEMENT  

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

December 2024  

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 December 31, 2024, 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 comprehensive result and result close to zero  

for the year ended December 31, 2024.  

PPLA Participations' financial statements and results reflect its 0.003% stake on December 31, 2024 in the  

capital of PPLA Investments, which in turn presented positive results and comprehensive income of R$ 10  

million and R$ 1.5 million compared to the third quarter, respectively.  

As an investment entity, PPLA Investments has reduced administrative expenses. Therefore, compared to  

the third quarter, the result was positive at R$ 10 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 fiscal year 2024, the Company's portfolio was represented by the following investments:  

a. Beontag consists of a stake in Auto Adesivos Paraná S.A.  

b. Other assets in the portfolio of the Merchant Banking segment consist of other smaller investments  

in various sectors.  

Over the course of the year, Timber Farms were fully liquidated. This asset consisted of investments in  

rural properties/land, dedicated to the cultivation of eucalyptus and pines.  

PPLA Investments also maintains other private equity assets, under investments designated at fair value  

via OCI, which are mainly held through investment funds, these assets closed the year as of December 31,  

2024 at R$1.3 million.  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

Loan Agreement  

On August 30, 2024, PPLA Investments settled approximately R$73 million in loans, with cash resources  

and resources 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 R$137 million of these loans, with cash  

resources and resources from operations with financial assets at fair value through profit or loss.  

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.  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Balance sheet  

As of December 31, 2024, and December 31, 2023  

(In thousands of reais)  

Assets  

Note  

12/31/2024  

12/31/2023  

Investment entity portfolio  

Amounts receivable  

Total assets  

5

6

9

9

968  

977  

1,238  

1,247  

Liabilities  

Other liabilities  

Total liabilities  

7

1,238  

1,238  

968  

968  

Shareholders' equity  

Capital stock and share premium  

Other comprehensive income  

Accumulated losses  

8a  

1,504,802  

424,134  

(1,928,927)  

9

1,504,802  

424,134  

(1,928,927)  

9

Total shareholders' equity  

Total liabilities and shareholders' equity  

1,247  

977  

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

6

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Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Statement of income  

Years ending December 31, 2024, and 2023  

(In thousands of reais, except profit per share)  

Note  

12/31/2024  

12/31/2023  

Gain on investment entity portfolio measured at fair value  

Administrative expenses  

Other operating income  

10  

11  

12  

-

2

(904)  

904  

(2,997)  

2,997  

Operating profit  

-

2

Profit / (Loss) for the year  

-

2

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

7

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Statement of comprehensive income  

Years ending December 31, 2024, and 2023  

(In thousands of reais unless otherwise stated)  

12/31/2024  

12/31/2023  

Profit / (Loss) for the year  

-

-

2

(1)  

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

Movement in investments designated at fair value through other comprehensive  

income  

-

(1)  

Total comprehensive income  

-

1

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

8

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Statement of changes in shareholders’ equity  

Years ending December 31, 2024, and 2023  

(In thousands of reais unless otherwise stated)  

Total  

shareholders'  

equity  

Accumulated  

Capital  

1,504,802  

Other comprehensive income  

losses  

(1,928,930)  

Balance as of December 31, 2023  

Profit for the year  

Fair value realization of equity instrument  

424,135  

7

2

-

-

-

-

(1)  

2

1

Balance as of December 31, 2023  

1,504,802  

424,134  

(1,928,927)  

9

Balance as of December 31, 2023  

1,504,802  

424,134  

(1,928,927)  

9

Movement in investments designated at fair value through other comprehensive income  

Balance as of December 31, 2024  

-

-

-

-

9

1,504,802  

424,134  

(1,928,927)  

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

9

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Statement of cash flows  

Years ending December 31, 2024, and 2023  

(In thousands of reais unless otherwise stated)  

Note  

12/31/2024  

12/31/2023  

Operating activities  

Profit / (Loss) for the year  

-

2

Adjustments to the loss for the year  

Loss from investment entity portfolio measured at fair value  

Adjusted loss for the semester  

10  

-

-

(2)  

-

Increase in operating liabilities  

Due to brokers  

Other liabilities  

(270)  

270  

-

(462)  

462  

-

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 year  

At the end of the year  

Increase / (decrease) in cash and cash equivalents  

-

-

-

-

-

-

-

-

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

10  

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Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

PPLA Participations Ltd.  

Statement of value added  

Years ending December 31, 2024, and 2023  

(In thousands of reais unless otherwise stated)  

Note  

12/31/2024  

12/31/2023  

Revenues  

904  

2.997  

Others  

904  

(904)  

(904)  

2.997  

(2.997)  

(2.997)  

Inputs acquired from third parties  

Third-party services  

Gross value added  

-

-

-

-

-

-

-

-

-

-

Net value added produced by the entity  

Value added received from transfer  

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

Value added to distribute  

Distribution of value added  

Own capital remuneration  

Retained earnings  

2

2

2

2

2

2

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

11  

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Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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.  

12  

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PPLA Participations Ltd.  

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.  

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 Financial Statement  

The 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 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").  

13  

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Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

The Financial Statement for the year ended December 31, 2024 was approved by the Management on  

March 14, 2025, and it contains a true and fair view of the financial position and results of the  

Company.  

Amendments to IAS 7 – Statement of Cash Flow and IFRS 7 – Financial Instruments: Disclosures  

issued in May 2023 increasing the disclosure requirements for supplier financing agreements and  

their effect on a company’s liabilities, cash flows and exposure to liquidity risk. These amendments  

will become effective as of January 1, 2024. The impacts were evaluated and there was no relevant  

change.  

3. Main accounting practices  

a. Use of estimative  

The preparation of 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 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.  

14  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

Interest income (expense)  

Interest income (expense) is recognized as incurred, using the effective interest rate method. The  

interest on financial instruments held for trading are recorded in the statement of income when  

applicable.  

e. Financial instruments  

This section described the accounting practices related to IFRS 9.  

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  

15  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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).  

16  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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.  

17  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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  

Market and revenue growth, profitability and  

Price of recent investments; Models based on leverage expectations, discount rates, macro-  

discounted cash flows or earnings; market economic assumptions such as inflation and  

Private Equity Funds (unquoted  

investments)  

transactions (M&A) multiples.  

exchange rates, risk premiums including market,  

size and country risk premiums.  

Counterpart  

recovery rates.  

-

Probability of default and  

Derivatives  

Standard models and non-bidding quoted  

prices  

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.  

18  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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 Financial Statement, except when there is evidence that  

realization is virtually certain.  

Contingent liabilities - are recognized in the 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  

12/31/2024  

12/31/2023  

Indirect subsidiaries  

-

Timber XI SPE S.A.  

Timber IX Participações S.A.  

Timber XII SPE S.A.  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

Brazil  

-

-

-

-

-

-

-

-

7.77  

7.77  

7.77  

7.77  

7.77  

7.84  

100.00  

100.00  

100.00  

4.40  

Fazenda Corisco Participações S.A.  

BTG Pactual Santa Terezinha Holding S.A.  

Timber VII SPE S.A.  

BTGI VII Participações S.A.  

BTGI VIII Participações S.A.  

Hárpia Omega Participações S.A.  

Latte Saneamento e Participações S.A.  

Auto Adesivos Paraná S.A.  

-

-

11.17  

11.17  

19  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

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:  

12/31/2024  

Brazil  

13  

Others  

Total  

13  

1

14  

Assets  

Investment entity portfolio  

Financial assets at amortized cost (i)  

Total  

-

1

1

-

13  

12/31/2023  

Others  

Brazil  

Total  

Assets  

Investment entity portfolio  

Financial assets at amortized cost (i)  

Total  

17  

-

17  

-

1

1

17  

1

18  

(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:  

12/31/2024  

Companies  

Companies  

Individuals  

Others  

Others  

Total  

12  

1

13  

Assets  

Investment entity portfolio  

Financial assets at amortized cost  

Total  

11  

-

11  

-

1

1

1

-

1

12/31/2023  

Individuals  

Total  

Assets  

Investment entity portfolio  

Financial assets at amortized cost  

Total  

16  

-

16  

-

1

1

1

-

1

17  

1

18  

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  

20  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

portfolio of the Company. The following table shows the Investment entity portfolio’s liquidity  

position as of December 31, 2024, and December 31, 2023:  

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  

Financial assets at amortized cost  

Liabilities (i)  

13  

-

-

-

-

-

-

-

-

-

1

-

13  

1

(4)  

10  

-

(4)  

9

Total  

1

12/31/2023  

Up to 90 days / No  

maturity  

90 to 365  

days  

1 to 3  

years  

Over 3  

years  

Total  

Assets  

Investment entity portfolio  

Investment entity portfolio  

Financial assets at amortized cost  

Liabilities (i)  

17  

-

-

-

-

(9)  

(9)  

-

-

-

-

-

1

-

17  

1

(9)  

9

Total  

17  

1

(i)  

The amounts refer basically to loans to partners.  

5. Investment entity portfolio  

The Interim Financial Statement of PPLA Investments (“PPLAI”) for the period ended December 31,  

2024, were reviewed by independent auditors who issued an opinion report on March 14, 2025,  

without modification, presenting a section of relevant uncertainty related to operational continuity.  

As of December 31, 2024, PPLA Investments' equity is BRL 334,162 (December 31, 2023 – 325,109)  

due to results with the investment entity portfolio. PPLA Participations marked its investment in PPLA  

Investments at BRL 9 on December 31, 2024 (BRL 9 – December 31, 2023), considering the percentage  

of interest held by the Company of 0.003% (December 31, 2023 – 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.  

21  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

The relevant figures of the PPLA Investments investment portfolio, as of December 31, 2024, and  

December 31, 2023, are presented below:  

Note  

12/31/2024  

12/31/2023  

Assets  

Cash and cash equivalents  

Investment entity portfolio  

Investments at fair value through other comprehensive income  

Financial assets at amortized cost  

Other assets  

(a)  

(b)  

(c)  

(d)  

4,337  

459,462  

1,348  

32,111  

-

6,501  

610,757  

13,945  

25,170  

947  

Total  

Liabilities  

Financial liabilities at amortized cost  

Other liabilities  

Total  

497,258  

657,320  

(e)  

160,000  

3,096  

163,096  

330,847  

1,364  

332,211  

Shareholders' equity  

Total liabilities and shareholders' equity  

334,162  

497,258  

325,109  

657,320  

(a) Cash  

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

(b) Investment entity portfolio  

As of December 31, 2024  

Fair value  

As of December 31, 2023  

Fair value  

Merchant Banking investments  

Private equity funds ("FIP")  

Subsidiaries, associates and jointly controlled entities  

Others (1)  

410,473  

408,273  

2,200  

562,674  

421,878  

140,796  

48,083  

48,989  

Total  

459,462  

610,757  

(1) Includes financial assets and liabilities entered into by Company subsidiaries.  

(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 December 31, 2024, and December 31, 2023, PPLA Investments Merchant Banking  

investments corresponds to private equity and real estate investments, through FIP or other  

investment vehicles, as disclosed below:  

12/31/2024  

12/31/2023  

Fair  

value  

Merchant Banking investments  

Through FIPs:  

Description/Segment activity  

(%) (1)  

Fair value  

(%) (1)  

Adhesives, labels and special paper  

company  

Beontag  

11.17%  

408,273  

11.17%  

421,878  

Through subsidiaries, associates and jointly controlled entities:  

Timber XI SPE S.A.  

Timber IX Participações S.A.  

Timber XII SPE S.A.  

BTG Pactual Santa Terezinha Holding S.A.  

Fazenda Corisco Participações S.A.  

Timber VII SPE S.A. (2)  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Others  

-

-

-

-

-

-

-

-

-

-

-

-

-

7.77%  

7.77%  

7.77%  

7.77%  

7.77%  

7.84%  

-

2,535  

14,854  

55,063  

10,295  

12,504  

43,345  

2,200  

Loans - Merchant Banking investments  

2,200  

Total  

410,473  

562,674  

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

(2) In 2024, there was a sale of all of Timber XI SPE S.A., Timber IX Participações S.A., Timber XII SPE S.S., BTG Pactual Santa Terezinha Holding S.A., Fazenda Corisco Participações S.A.  

e Timber VII SPE S.A. shares. This event is part of the divestment process that PPLAI has been conducting and the receipt will subsequently occur through the vehicle that holds the  

asset.  

22  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

Fair value Hierarchy  

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

12/31/2024  

Level 1  

Level 2  

Level 3  

Total  

Investment entity portfolio  

Merchant Banking investments  

Private equity funds  

Subsidiaries, associates and jointly controlled entities  

Others  

Total  

-

-

-

-

-

408,273  

408,273  

2,200  

48,989  

2,200  

48,989  

51,189  

-

-

408,273  

459,462  

12/31/2023  

Level 1  

Level 2  

Level 3  

Total  

Investment entity portfolio  

Merchant Banking investments  

Private equity funds  

Subsidiaries, associates and jointly controlled entities  

Others  

Total  

-

-

-

-

-

2,200  

48,083  

421,879  

138,595  

-

421,878  

140,796  

48,083  

50,283  

560,474  

610,757  

(c) Investments at fair value through other comprehensive income  

PPLA Investments presents part of its investment entity portfolio as investments designated at fair  

value through other comprehensive income, as described below:  

As of December 31, 2024  

Fair value  

As of December 31, 2023  

Fair value  

Merchant Banking investments - FIP  

1,348  

13,945  

Total  

1,348  

13,945  

(i) Merchant banking investments - FIP  

As of December 31, 2024, and December 31, 2023, PPLA Investments Merchant Banking investments  

corresponds to private equity and real estate investments, through FIP, as disclosed below:  

12/31/2024  

12/31/2023  

Fair  

value  

5,831  

Merchant Banking investments  

A!Bodytech Participações S.A. (2)  

Latte S.A. (2)  

Description/Segment activity  

(%) (1)  

Fair value  

(%) (1)  

Fitness segment  

Waste collection, treatment and  

disposal  

-

-

-

-

-

10.5%  

15.7%  

-

3,949  

Others  

1,348  

4,165  

Total  

1,348  

13,945  

(1)  

(2)  

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

On 2024, there was a sale of all of Bodytech and Latte S.A. shares. This event is part of the divestment process that Company has been conducting.  

Fair value hierarchy  

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

12/31/2024  

Level 1  

Level 2  

Level 3  

Total  

Investments at fair value through other comprehensive income  

Merchant Banking investments - FIP  

Total  

1,348  

1,348  

-

-

-

-

1,348  

1,348  

12/31/2023  

Level 2  

Level 1  

Level 3  

Total  

Investments at fair value through other comprehensive income  

Merchant Banking investments - FIP  

Total  

4,165  

4,165  

-

-

9,780  

9,780  

13,945  

13,945  

23  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

(d) Financial assets at amortized cost  

12/31/2024  

12/31/2023  

Partners (i)  

32,111  

25,170  

Total  

32,111  

25,170  

(i)  

Loans granted by PPLA Investments are indexed to DI or SOFR, and the maturity is in general higher than one year. Loans to partners are provided in connection with the acquisition  

of shares in BTG Pactual Group and are considered as related parties at PPLA Investments – note 13.  

As of December 31, 2024, and December 31, 2023, the fair value attributed to the loans and  

receivables is similar to its amortized cost.  

(e) 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 year ended  

December 31, 2023.  

(ii) Reclassification between levels  

During the year held on December 31, 2024, and year ended December 31, 2023, there was no  

reclassification between levels and fair value position.  

6. Amounts receivable  

As of December 31, 2024, the item refers in its entirety to amounts receivable from the Company's  

investee entities in the amount of R$1,238 (R$968 - December 31, 2023).  

7. Other liabilities  

On December 31, 2024, the item refers in its entirety to amounts payable related to the BDR program  

in the amount of R$ 1,238 (R$ 968 - December 31, 2023).  

8. Shareholders’ equity  

a. Capital  

As of December 31, 2024, and December 31, 2023, the Company’s capital was comprised by the  

following class of shares:  

Authorized  

5.000.000.000  

Issued  

Par value (BRL)  

Voting rights  

Vote per share  

Class A (i)  

Class B (i)  

Class C  

938.222  

Yes  

No  

Yes  

1

-

10.000.000.000  

1

1.876.444  

1

1

(*)  

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.  

24  

Docusign Envelope ID: FE127A44-01C2-4F7E-874C-EBEF7D455629  

Docusign Envelope ID: 876A409F-110F-4510-9DFE-B9E064A0067A  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

December 31, 2024  

(In thousands of reais)  

b. Dividends  

The Company did not distribute dividends during the years ended December 31, 2024, and 2023.  

9. Profit / (Loss) per share  

12/31/2024  

12/31/2023  

Profit / (Loss) for the year  

Weighted average per thousand shares outstanding during the year  

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

-

2

2,815  

0.0007  

2,815  

-

-

0.0007  

10. Gain / (Loss) from investment entity portfolio measured at fair value  

through profit or loss  

12/31/2024  

12/31/2023  

Gain on investment entity portfolio  

Total  

-

-

2

2

11. Administrative expenses  

In the years ended December 31, 2024, and 2023, the item is composed exclusively of custodial  

expenses, due to the Company’s BDR program.  

12. Other operational income  

In the years ended December 31, 2024, and 2023, the item is composed exclusively of amounts  

regarding reimbursed from subsidiaries.  

13. Related Parties  

Assets (Liabilities)  

12/31/2024 12/31/2023  

Revenues (Expenses)  

12/31/2024 12/31/2023  

Relationship  

Assets  

Amounts receivable  

- PPLA Investments LP  

Controlled entities  

1,238  

968  

904  

2,997  

No management compensation was recorded during the years ended December 31, 2024, and 2023.  

The total compensation paid to Key Management Personnel for the year ended December 31, 2024,  

was BRL 278 (December 31, 2023 – BRL 307).  

25  

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:  

1.  

Presença e Indicação:  

The meeting was held at Praia de Botafogo, nº 501, A reunião foi realizada na Praia de Botafogo, nº  

5th Floor, in the City and State of Rio de Janeiro, 501, 5º Andar, na Cidade e Estado do Rio de  

Brazil, on March 10th, 2025 at 10:30 a.m.  

Janeiro, Brasil, em 10 de março de 2025, às 10:30  

horas.  

José Octavio Mendes Vita and Gustavo do Santos José Octavio Mendes Vita e Gustavo do Santos  

Vaz are all of them members of the Board of Officers Vaz são todos os membros da Diretoria Executiva  

of the Company. José Octavio Mendes Vita was da Companhia. José Octavio Mendes Vita foi  

appointed chairman of the meeting and Gustavo do indicado como presidente e Gustavo do Santos Vaz  

Santos Vaz was appointed as secretary.  

foi indicada como secretário.  

2. Notice:  

2. Convocação:  

The chairman noted that all the officers of the O presidente destacou que todos os Diretores  

Company were present in person and had agreed estavam presentes pessoalmente e concordaram  

to waive notice of the meeting. Accordingly, the em dispensar a convocação da reunião. Dessa  

chairman declared the meeting duly constituted.  

forma, o presidente declarou a reunião como  

devidamente instalada.  

3.  

Corporate Resolutions:  

3.  

Deliberações:  

DO HEREBY UNANIMOUSLY CONSENT to state OS DIRETORES CONSENTIRAM, DE FORMA  

pursuant to sections V and VI, paragraph 1, article UNÂNIME, em declarar, nos termos dos incisos V e  

27 of Rule No. 80, issued by the Brazilian Securities VI, parágrafo 1º, artigo 27, da Instrução Normativa  

and Exchange Commission on March 29th, 2022, nº 80, editada pela Comissão de Valores Mobiliários  

that:  

em 29 de março de 2022, que:  

(i)  

have reviewed, discussed and agreed with (i) reviu, discutiu e concorda com as  

the financial statements of PPLA Participations Ltd. demonstrações financeiras da PPLA Participations  

for the fiscal period ended on December 31th, 2024, Ltd., relativas à data base de 31 de dezembro de  

prepared in accordance with international 2024, elaboradas de acordo com o padrão  

standards, according to pronouncements issued by internacional, conforme os pronunciamentos  

the International Accounting Standards Board emitidos pelo International Accounting Standards  

(IASB), and  

Board (IASB); e  

(ii) have reviewed, discussed and agreed with (ii)  

reviu, discutiu e concorda com a opinião  

the revision expressed in the independent auditors expressa na revisão dos auditores independentes  

report with regards to the review of the financial sobre a revisão das demonstrações financeiras da  

statements of PPLA Participations Ltd. for the fiscal PPLA Participations Ltd., relativas ao período findo  

period ended on December 31th, 2024, prepared in em 31 de dezembro de 2024, elaboradas de acordo  

accordance with the international standards, as com  

pronouncements issued by the International pronunciamentos emitidos pelo International  

Accounting Standards Board (IASB). Accounting Standards Board (IASB).  

o

padrão internacional, conforme os  

4.  

Conclusion:  

4.  

Conclusão:  

There being no further business, the meeting was  

concluded and in witness thereof, this document  

was drawn and signed as follows.  

Não havendo mais assuntos, a reunião foi  

concluída e em testemunho de que, este  

documento foi lavrado, assino conforme segue.  

March 10th, 2025.  

10 de março de 2025.  

Gustavo do Santos Vaz  

Gustavo do Santos Vaz  

- Secretary -  

- Secretário -  

Conformity statement pursuant to section 5:25c paragraph 2(c) of the Dutch Financial  

Supervision Act (Wet op het financieel toezicht).  

As required by section 5:25c 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. 2024 financial statements 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. 2024 annual report gives a true and fair view of the position  

at the balance sheet date, the development and performance of the business during the  

financial year 2024 of PPLA Participations Ltd..  

March 14, 2025  

Board of Officers  

José Octavio Mendes Vita  

Gustavo do Santos Vaz