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PPLA Participations Ltd. Interim / Quarterly Report 2023

Aug 15, 2023

14935_ir_2023-08-15_d6323b88-7bad-4be9-953d-64848c1a25a8.html

Interim / Quarterly Report

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(A free translation of the original in Portuguese)  

PPLA Participations LP.  

Interim financial statements at  

June 30, 2023  

and report on review  

(A free translation of the original in Portuguese)  

Report on review of interim  

financial statements  

To the Board of Directors and Shareholders  

PPLA Participations LP.  

Introduction  

We have reviewed the accompanying interim balance sheet of PPLA Participations LP. ("Company") as  

at June 30, 2023 and the related statements of income and comprehensive income for three and six-  

month period then ended, and the statements of changes in shareholders' equity and cash flows for  

six-month period then ended, and notes, comprising significant accounting policies and other  

explanatory information.  

Management is responsible for the preparation and fair presentation of these interim financial  

statements in accordance with the International Accounting Standard (IAS) 34 - "Interim Financial  

Reporting", issued by the International Accounting Standards Board (IASB). Our responsibility is to  

express a conclusion on this interim financial statement based on our review.  

Scope of review  

We conducted our review in accordance with Brazilian and International Standards on Reviews of  

Interim Financial Information (NBC TR 2410 - "Review of Interim Financial Information Performed  

by the Independent Auditor of the Entity", and ISRE 2410 - "Review of Interim Financial Information  

Performed by the Independent Auditor of the Entity", respectively). A review of interim information  

consists of making inquiries, primarily of persons responsible for financial and accounting matters,  

and applying analytical and other review procedures. A review is substantially less in scope than an  

audit conducted in accordance with Brazilian and International Standards on Auditing and  

consequently does not enable us to obtain assurance that we would become aware of all significant  

matters that might be identified in an audit. Accordingly, we do not express an audit opinion.  

Conclusion  

Based on our review, nothing has come to our attention that causes us to believe that the  

accompanying interim financial statements referred to above do not present fairly, in all  

material respects, the financial position of PPLA Participations LP. as at June 30, 2023 and its  

financial performance for the three and six-month period then ended, and its financial performance  

and cash flows for the six-month period then ended in accordance with IAS 34 - "Interim Financial  

Reporting", issued by International Accounting Standards Board (IASB).  

2

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.br  

PPLA Participations LP.  

Emphasis of matter  

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.  

Management's 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 and capitalization, 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 on  

concern. Our conclusion is not modified in respect of this matter.  

São Paulo, August 15, 2023  

PricewaterhouseCoopers  

Auditores Independentes Ltda.  

CRC 2SP000160/O-5  

Edison Arisa Pereira  

Contador CRC 1SP127241/O-0  

3

PPLA Participations Ltd.  

Balance sheet  

As at June 30, 2023 and December 31, 2022  

(In thousands of reais)  

Assets  

Note  

06/30/23  

12/31/22  

Investment entity portfolio  

Amounts receivable  

Total assets  

5

6

9

667  

676  

7

506  

513  

Liabilities  

Other liabilities  

Total liabilities  

7

667  

667  

506  

506  

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  

424,135  

(1,928,930)  

7

Total shareholders' equity  

Total liabilities and shareholders' equity  

676  

513  

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

4

PPLA Participations Ltd.  

Statement of income  

Quarters ended on June 30  

(In thousands of reais, except profit per share)  

Quarters ended on:  

06/30/23 06/30/22  

Semesters ended on:  

06/30/23 06/30/22  

Note  

10  

11  

Gain on investment entity portfolio measured at fair value  

Administrative expenses  

Other operating income  

1

(600)  

600  

1

-

(957)  

957  

-

2

6

(1,746)  

1,746  

6

(1,232)  

1,232  

12  

Operating profit  

2

Profit for the year  

1

-

2

6

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

9

0.0004  

-

0.0007  

0.0021  

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

5

PPLA Participations Ltd.  

Statement of comprehensive income  

Quarters ended on June 30  

(In thousands of reais unless otherwise stated)  

Quarters ended on:  

06/30/23 06/30/22  

Semesters ended on:  

06/30/23 06/30/22  

Profit for the period  

Other comprehensive income / (loss) not to be reclassified to  

profit or loss:  

Movement in investments designated at fair value through  

other comprehensive income  

Currency translation adjustments  

1

-

-

2

6

(1)  

(1)  

-

(6)  

-

-

-

-

(6)  

Total comprehensive income  

-

-

2

-

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

6

PPLA Participations Ltd.  

Statement of cash flows  

Quarters ended on June 30  

(In thousands of reais unless otherwise stated)  

Note  

06/30/23  

06/30/22  

Operating activities  

Profit for the year  

2

6

Adjustments to the loss for the year  

Loss from investment entity portfolio measured at fair value  

Adjusted loss for the semester  

10  

(2)  

-

(6)  

-

Increase in operating liabilities  

Due to brokers  

Other liabilities  

(161)  

161  

-

(1,079)  

1,079  

-

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.  

7

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

March 31, 2023  

(In thousands of reais)  

1. Operations  

PPLA Participations Ltd. ("PPLA Participations", "Company"  

) 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 headquarter is located on 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 June 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.  

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. (  

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.  

t area manages PPLA Investments  

length.  

The Management of PPLA Investments is monitoring the recurring reduction in the Company's  

Shareholders' Equity over the last few years, mainly due to losses arising from negative mark-to-  

market in its investment entity portfolio. Reverting the accumulated deficitary situation requires a  

successful implementation of Management's initiatives through loans - made between the Company  

- 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.  

8

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

March 31, 2023  

(In thousands of reais)  

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, 2022, 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 fully or partially capitalize such credits in the  

corresponding amount 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 BRL160 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 BRL116 million, which was made on the same date.  

The loans corresponding to this Loan Agreement are carried out 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 Co  

Interim Financial Statement were prepared and are being presented in accordance  

with International Financial Report Standards (IFRS), issued by International Accounting Standards  

Board (IASB).  

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 were approved by the Management on August 15, 2023, and they  

contain a true and fair view of the financial position and results of the Company.  

9

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

3. Main accounting practices  

a. Use of estimatives  

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 became the real as of April 1, 2022, since most business  

transactions, especially its investments, are in this currency.  

The change does not have significant effects on the Interim Financial Statement, in any period, given  

that the Company already presented its Interim Financial Statement in real.  

c. Cash and cash equivalents  

For the purposes of statements of cash flow, cash and cash equivalents includes 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 interesting rate method.  

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

when applicable.  

10  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

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 in  

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  

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.  

11  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

Financial assets and liabilities at fair value through profit and loss are recorded in the balance  

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  

taking into account 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.  

12  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

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 (i.e. the difference between the cash flows due to the entity in accordance with  

the contract and the cash flows that the Company 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 Company if the commitment is drawn down and the cash flows  

that the Company expects to receive; and  

Financial guarantee contracts: the expected payments to reimburse the holder less any  

amounts that the Company 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;  

Non compliance with contract terms for delay of principal or interest;  

Deterioration in ability to pay and operational performance;  

Breach of covenants;  

Significant 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 statements of income against other comprehensive income in 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.  

13  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

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 carry out 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 are 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  

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 evid  

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.  

14  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

Level 3 valuation assumptions  

Asset  

Valuation technique  

Main assumptions  

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.  

Price of recent investments; Models based on  

discounted cash flows or earnings; market  

transactions (M&A) multiples.  

Private Equity Funds (unquoted  

investments)  

Counterpart - Probability of default and  

recovery rates.  

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.  

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.  

15  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

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  

rating 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  

information is disclosed.  

an investment activities and so no segment  

k. Invested companies  

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

Equity interest - %  

Country  

06/30/2023  

12/31/2022  

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  

7.84  

7.84  

7.84  

7.84  

7.84  

8.02  

8.02  

8.02  

8.02  

8.02  

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.  

7.84  

8.02  

100.00  

100.00  

100.00  

4.40  

100.00  

100.00  

100.00  

4.40  

11.17  

11.17  

4. Risk management  

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.  

16  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

a. Credit risk  

The following table shows the maximum exposure of the investment entity portfolio by geographic  

region:  

06/30/23  

Brazil  

United States  

Others  

Total  

Assets  

Cash  

-

16  

-

-

-

3

-

1

-

-

1

16  

3

Investment entity portfolio  

Financial assets at amortized cost (i)  

Other assets  

-

-

-

Total  

16  

3

1

20  

12/31/22  

Brazil  

United States  

Others  

Total  

Assets  

Cash  

Investment entity portfolio  

Investments at fair value through other comprehensive income  

Financial assets at amortized cost (i)  

Other assets  

-

12  

-

-

-

-

-

4

3

-

2

-

-

-

1

3

2

12  

4

3

1

Total  

12  

7

22  

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

The table below states the maximum exposures to credit risk of the investment entity portfolio,  

06/30/23  

Private institutions  

Companies  

Individuals  

Others  

Total  

Assets  

Cash  

1

-

-

-

15  

-

-

-

3

3

-

1

-

1

16  

3

Investment entity portfolio  

Financial assets at amortized cost  

Total  

1

15  

1

20  

12/31/22  

Companies  

Private institutions  

Individuals  

Others  

Total  

Assets  

Cash  

2

-

-

-

-

-

14  

4

-

-

-

-

-

3

-

-

(2)  

-

-

1

2

12  

4

3

1

Investment entity portfolio  

Investments at fair value through other comprehensive income  

Financial assets at amortized cost  

Other assets  

Total  

2

18  

3

(1)  

22  

17  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

b. Liquidity analysis and risk  

As at June 30, 2023 and December 31, 2022, 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  

at As at  

June 30, 2023 and 2022:  

06/30/23  

Up to 90 days  

/ No maturity  

90 to 365  

days  

1 to 3  

years  

Over 3  

years  

Total  

Assets  

Cash  

Investment entity portfolio  

Financial assets at amortized cost  

Liabilities (i)  

1

16  

-

-

-

-

-

-

-

-

-

-

-

-

3

-

1

16  

3

(13)  

7

(13)  

(13)  

Total  

17  

3

12/31/22  

Up to 90 days  

/ No maturity  

90 to 365  

days  

1 to 3  

years  

Over 3  

years  

Total  

Assets  

Investment entity portfolio  

Cash  

2

12  

4

-

1

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3

-

2

12  

4

3

1

Investment entity portfolio  

Investments at fair value through other comprehensive income  

Financial assets at amortized cost  

Other assets  

Liabilities (i)  

Total  

(3)  

16  

(12)  

(12)  

-

3

(15)  

7

(i) The amounts refer basically to loans to partners.  

5. Investment entity portfolio  

The Interim Financial Statement of PPLA Investments  

for the quarter ended June 30, 2023  

were reviewed by independent auditors who issued a opinion report on August 14, 2023, without  

modification, presenting a section of relevant uncertainty related to operational continuity.  

As at June 30, 2023, PPLA Investments' equity is BRL 326,837 (2022 269,230) due to results with the  

investment entity portfolio. PPLA Participations marked its investment in PPLA Investments at BRL 9  

on June 30, 2023 (BRL 7 December 31, 2022), considering the percentage of interest held by the  

Company of 0.003% (December 31, 2022 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 accountings standards  

of PPLA Investments.  

18  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

The relevant figures of the PPLA Investments investment portfolio, as at June 30, 2023 and December  

31, 2022, are presented below:  

Note  

06/30/2023 (1)  

12/31/2022 (1)  

Assets  

Cash  

(a)  

(b)  

(c)  

(d)  

54,453  

592,977  

16,288  

118,007  

8,809  

78,562  

449,666  

144,247  

118,510  

19,997  

Investment entity portfolio  

Investments at fair value through other comprehensive income  

Financial assets at amortized cost  

Other assets  

Total  

Liabilities  

Derivatives  

Financial liabilities at amortized cost  

Other liabilities  

790,534  

810,982  

-

463,067  

630  

20,404  

430,102  

91,246  

(e)  

Total  

463,697  

541,752  

Shareholders' equity  

Total liabilities and shareholders' equity  

326,837  

790,534  

269,230  

810,982  

(a) Cash  

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

(b) Investment entity portfolio  

As of June 30, 2023  

Fair value  

As of December 31, 2022  

Fair value  

Merchant Banking investments  

Private equity funds ("FIP")  

Subsidiaries, associates and jointly controlled entities  

Others (1)  

551,482  

421,878  

129,604  

41,495  

513,447  

382,244  

131,203  

(63,781)  

449,666  

Total  

592,977  

(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.  

19  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

As at June 30, 2023 and 2022, PPLA Investments Merchant Banking investments corresponds to  

private equity and real estate investments, through FIP or other investment vehicles, as disclosed  

below:  

06/30/23  

12/31/22  

Description/Segment  

activity  

Fair  

value  

Merchant Banking investments  

(%) (1)  

Fair value  

(%) (1)  

Through FIPs:  

Adhesives, labels and  

special paper  

Beontag  

11.17%  

421,878  

11.17%  

382,244  

company  

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.  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Biological assets  

Others  

7.84%  

7.84%  

7.84%  

7.84%  

7.84%  

7.84%  

-

2,714  

14,339  

50,561  

10,305  

11,983  

36,715  

2,987  

8.02%  

8.02%  

8.02%  

8.02%  

8.02%  

8.02%  

-

4,311  

13,866  

48,125  

11,772  

12,777  

37,365  

2,987  

Loans - Merchant Banking investments  

Total  

551,482  

513,447  

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

(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 June 30, 2023  

Fair value  

As of December 31, 2022  

Fair value  

Merchant Banking investments - FIP  

Total  

16,288  

16,288  

144,247  

144,247  

(i) Merchant banking investments - FIP  

As at June 30, 2023 and December 31, 2022, PPLA Investments Merchant Banking investments  

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

06/30/23  

12/31/22  

Fair value  

Merchant Banking investments  

A!Bodytech Participações S.A.  

Description/Segment activity  

Fitness segment  

(%) (1)  

10.5%  

Fair value  

5,831  

(%) (1)  

10.5%  

5,739  

Waste collection, treatment  

and disposal  

Latte S.A.  

15.7%  

4,772  

15.7%  

2,397  

PagSeguro LTDA. (2) (3)  

Others  

Payments institution  

-

-

-

5,685  

0.9%  

-

128,774  

7,337  

Total  

16,288  

144,247  

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

(2) On September 05, 2022, on Extraordinary / Ordinary General Meeting the new class A of redeemable preferred shares was approved for conversion by  

assuming the full conversion of preferred shares  

held by the shareholder BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia, and, the deliverance of 7.960.215  

(seven million, nine hundred sixty thousand, two hundred fi  

(3) Throughout the first semester of 2023, there was a sale of all of PagSeguro's shares. This event is part of the divestment process that the Company has  

been carrying out.  

(d) Financial assets at amortized cost  

06/30/23  

12/31/22  

Partners (i)  

Total  

118,007  

118,007  

118,510  

118,510  

(i)  

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

connection to the acquisition of shares in BTG Pactual Group and are considered as related parties at PPLA Investments note 13.  

20  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

As at June 30, 2023 and December 31, 2022, the fair value attributed to the loans and receivables is  

similar to its amortized cost.  

(e) Financial liabilities at amortized cost  

Part of the loans and medium term notes are guaranteed by BTG Pactual Holding S.A., indirect parent  

company of Banco BTG Pactual.  

(f) Fair value Hierarchy  

(i) Investment entity portfolio  

06/30/23  

Level 1  

Level 2  

Level 3  

Total  

Investment entity portfolio  

Merchant Banking investments  

Private equity funds  

Subsidiaries, associates and jointly controlled entities  

Others  

-

-

-

-

-

421,878  

126,617  

-

421,878  

129,604  

41,495  

2,987  

41,495  

44,482  

Total  

548,495  

592,977  

12/31/22  

Level 1  

Level 2  

Level 3  

Total  

Investment entity portfolio  

Merchant Banking investments  

Private equity funds  

Subsidiaries, associates and jointly controlled entities  

Others  

-

-

-

-

-

2,987  

(63,781)  

(60,794)  

382,244  

128,216  

-

382,244  

131,203  

(63,781)  

449,666  

Total  

510,460  

(i)  

Mostly composed of obligations, as a result of the downside protection contract.  

(ii) Investments at fair value through other comprehensive income  

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

follows:  

06/30/23  

Level 1  

Level 2  

Level 3  

Total  

Investments at fair value through other comprehensive income  

Merchant Banking investments - FIP  

Total  

5,685  

5,685  

-

-

10,603  

10,603  

16,288  

16,288  

12/31/22  

Level 1  

Level 2  

Level 3  

Total  

Investments at fair value through other comprehensive income  

Merchant Banking investments - FIP  

Total  

-

-

-

-

144,247  

144,247  

144,247  

144,247  

(iii) Summary of valuation techniques  

There were no changes from the valuation techniques disclosed in the Interim Financial Statement  

for the quarter ended June 30, 2023.  

(iv) Reclassification between levels  

During the quarter ended June 30, 2023, there were no reclassification between levels and fair  

value hierarchy.  

21  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

6. Amounts receivable  

As at June 30, 2023 and December 31, 2022, the item refers entirely to amounts receivable from  

investees/subsidiaries, to pay for the Company s administrative expenses as of June 30, 2023 in the  

amount of BRL 667 (BRL 506 as of December 31, 2022).  

7. Other liabilities  

As at June 30, 2023, the item refers entirely to amounts payable regarding administrative expenses  

from the Company's BDRs program as of June 30, 2023 in the amount of BRL 667 (BRL 506 as of  

December 31, 2022).  

8.  

a. Capital  

As of June 30, 2023 and December 31, 2022  

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  

Class D  

Total  

938.222  

Yes  

No  

Yes  

Yes  

1

-

10.000.000.000  

1.876.444  

1

1

-

1

(*)  

1

1.000.000.000  

16.000.000.001  

0,0000000001  

2.814.667  

(*) Class C shareholders holds 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 quarter ended June 30, 2023 and the year ended  

December 31, 2022.  

9. Profit / (Loss) per share  

Quarters ended on:  

6/30/2023 6/30/2022  

Semesters ended on:  

06/30/23  

06/30/22  

Profit for the period  

Weighted average per thousand shares outstanding during the period  

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

1

2,815  

0.0004  

-

2,815  

-

2

2,815  

0.0007  

6

2,815  

0.002  

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

through profit or loss  

Quarters ended on:  

06/30/23 06/30/22  

Semesters ended on:  

06/30/23 06/30/22  

Gain on investment entity portfolio  

Total  

1

1

-

-

2

2

6

6

22  

PPLA Participations Ltd.  

Notes to the Interim Financial Statements  

June 30, 2023  

(In thousands of reais)  

11. Administrative expenses  

In the semesters ended June 30, 2023 and 2022, the item is composed exclusively of custodial  

expenses, due to the Company s BDR program.  

12. Other operational income  

In the semesters ended June 30, 2023 and 2022, the item is composed exclusively by amounts  

regarding reimbursed from subsidiaries.  

13. Related Parties  

Assets (Liabilities)  

06/30/23 12/31/22  

Revenues (Expenses)  

Relationship  

06/30/23  

06/30/22  

Assets  

Amounts receivable  

- PPLA Investments LP  

Liabilities  

Other liabilities  

- PPLA Investments LP  

Controlled entities  

Controlled entities  

667  

506  

1,232  

1,746  

(667)  

(506)  

(1,232)  

(1,746)  

No management compensation was recorded during the semesters ended June 30, 2023 and 2022.  

23