6-K
Patria Investments Ltd (PAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-39911
Patria Investments Limited
(Exact name of registrant as specified in itscharter)
60 Nexus Way, 4th floor,
Camana Bay, PO Box 757, KY1-9006
Grand Cayman, Cayman Islands
+1 345 640 4900
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | X | Form 40-F |
|---|
TABLE OF CONTENTS
| EXHIBIT | |
|---|---|
| 99.1 | Patria Investments Limited – Unaudited condensed consolidated interim financial statements for the six-month period ended June 30, 2025 and 2024. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Patria Investments Limited | ||
|---|---|---|
| By: | /s/ Ana Cristina Russo | |
| Name: | Ana Cristina Russo | |
| Title: | Chief Financial Officer |
Date: September 26, 2025
EXHIBIT 99.1
| Patria Investments Limited | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Unaudited Condensed Consolidated Statement of Financial Position | |||||||||
| As of June 30, 2025, and December 31, 2024 | |||||||||
| (In thousands of United States dollars – US$) | |||||||||
| Assets | Notes | 06/30/2025 | 12/31/2024 | Liabilities and equity | Notes | 06/30/2025 | 12/31/2024 | ||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash and cash equivalents | 6 | 28,539 | 33,418 | Client funds payable | 7 | 25,723 | 18,704 | ||
| Short term investments | 12(a) | 82,240 | 59,009 | Consideration payable on acquisition | 21(b) | 94,291 | 101,986 | ||
| Client funds on deposit | 7 | 25,723 | 18,704 | Personnel and related taxes payable | 15 | 27,110 | 37,269 | ||
| Accounts receivable | 8 | 72,361 | 217,132 | Taxes payable | 17 | 7,457 | 6,440 | ||
| Project advances | 9 | 12,481 | 7,577 | Carried interest allocation | 23(a) | 11,610 | 31,851 | ||
| Recoverable taxes | 11 | 7,081 | 4,512 | Loans | 16 | 85,045 | 78,518 | ||
| Other current assets | 10 | 29,212 | 14,681 | Other financial instruments | 12(c) | 52,715 | 21,749 | ||
| Other financial instruments | 12(c) | 54,541 | 17,646 | Commitment subject to possible redemption | 21(c) | 55,585 | 54,053 | ||
| Other liabilities | 18 | 42,407 | 46,820 | ||||||
| Current assets | 312,178 | 372,679 | Current liabilities | 401,943 | 397,390 | ||||
| Accounts receivable | 8 | 81,850 | 16,402 | Personnel liabilities | 15 | 1,251 | 787 | ||
| Deferred tax assets | 19 | 18,379 | 15,824 | Consideration payable on acquisition | 21(b) | 80,884 | 121,238 | ||
| Other non-current assets | 10 | 9,269 | 6,586 | Carried interest allocation | 23(a) | 5,408 | 5,408 | ||
| Long-term investments | 12(b) | 39,465 | 49,216 | Loans | 16 | 76,000 | 149,453 | ||
| Investments in associates | 691 | 811 | Gross obligation under put option | 21(d) | 23,619 | 18,258 | |||
| Property and equipment | 13 | 38,498 | 32,622 | Other non-current liabilities | 18 | 78,008 | 18,787 | ||
| Intangible assets | 14 | 795,092 | 700,866 | Deferred tax liabilities | 19 | 50,559 | 1,774 | ||
| Other financial instruments | 12(c) | 22,538 | 11,101 | Other financial instruments | 12(c) | 11,531 | 2,080 | ||
| Non-current liabilities | 327,260 | 317,785 | |||||||
| Non-current assets | 1,005,782 | 833,428 | Total liabilities | 729,203 | 715,175 | ||||
| Capital | 29(a) | 16 | 15 | ||||||
| Additional paid-in capital | 29(b) | 580,109 | 527,239 | ||||||
| Capital reserves | 29(d) | 17,618 | 22,041 | ||||||
| Retained earnings | 29(c) | — | — | ||||||
| Cumulative translation adjustment | 29(f) | (22,650 | ) | (68,217 | ) | ||||
| Equity attributable to the owners of the Company | 575,093 | 481,078 | |||||||
| Non-controlling interests | 29(g) | 13,664 | 9,854 | ||||||
| Equity | 588,757 | 490,932 | |||||||
| Total assets | 1,317,960 | 1,206,107 | Total liabilities and equity | 1,317,960 | 1,206,107 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Confidential
| Patria Investments Limited | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited Condensed Consolidated Statement of Profit or Loss | ||||||||||||||
| For the three and six-month periods ended June 30, 2025, and 2024 | ||||||||||||||
| (In thousands of United States dollars - US$, except earnings per share) | ||||||||||||||
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Notes | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Net revenue from services | 22 | 82,522 | 74,999 | 162,089 | 138,907 | |||||||||
| Personnel expenses | 23 | (33,082 | ) | (29,548 | ) | (62,150 | ) | (47,993 | ) | |||||
| Carried interest allocation | 23 | (897 | ) | — | (897 | ) | — | |||||||
| Deferred consideration | (865 | ) | (3,482 | ) | (1,606 | ) | (5,876 | ) | ||||||
| Amortization of intangible assets | 24 | (9,224 | ) | (6,403 | ) | (19,160 | ) | (12,447 | ) | |||||
| General and administrative expenses | 25 | (11,683 | ) | (11,200 | ) | (23,728 | ) | (20,390 | ) | |||||
| Other income/(expenses) | 26 | (496 | ) | (10,250 | ) | 1,257 | (12,216 | ) | ||||||
| Share of equity-accounted (losses) earnings | (225 | ) | (107 | ) | (225 | ) | (316 | ) | ||||||
| Finance income | 27 | 1,181 | 7,487 | 4,959 | 9,054 | |||||||||
| Finance expense | 27 | (12,281 | ) | (18,333 | ) | (30,985 | ) | (25,487 | ) | |||||
| Net Income before income tax | 14,950 | 3,163 | 29,554 | 23,236 | ||||||||||
| Income tax | 28 | (829 | ) | (629 | ) | 1,125 | (4,849 | ) | ||||||
| Net income for the period | 14,121 | 2,534 | 30,679 | 18,387 | ||||||||||
| Attributable to: | ||||||||||||||
| Owners of the Company | 12,851 | 706 | 28,515 | 16,155 | ||||||||||
| Non-controlling interests | 29(g) | 1,270 | 1,828 | 2,164 | 2,232 | |||||||||
| Basic earnings per share | 29(e) | 0.08048 | 0.00466 | 0.17952 | 0.10703 | |||||||||
| Diluted earnings per share | 29(e) | 0.07998 | 0.00460 | 0.17783 | 0.10605 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Confidential
| Patria Investments Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited Condensed Consolidated Statement of Comprehensive Income | ||||||||||
| For the three and six-month periods ended June 30, 2025, and 2024 | ||||||||||
| (In thousands of United States dollars - US$) | ||||||||||
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||
| Net income for the period | 14,121 | 2,534 | 30,679 | 18,387 | ||||||
| Other comprehensive income | ||||||||||
| Items that are or may be reclassified to the statement of profit or loss: | ||||||||||
| Currency translation adjustments | 16,178 | 4,289 | 43,707 | (13,873 | ) | |||||
| Total comprehensive income | 30,299 | 6,823 | 74,386 | 4,514 | ||||||
| Total comprehensive income attributable to: | ||||||||||
| Owners of the Company | 30,785 | 5,456 | 74,082 | (79 | ) | |||||
| Non-controlling interests | (486 | ) | 1,367 | 304 | 4,593 | |||||
| 30,299 | 6,823 | 74,386 | 4,514 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Confidential
| Patria Investments Limited | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited Condensed Consolidated Statement of Changes in Equity | ||||||||||||||||
| For the six-month periods ended June 30, 2025, and 2024 | ||||||||||||||||
| (In thousands of United States dollars - US$) | ||||||||||||||||
| Attributable to owners | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Notes | Capital | Additional paid-in capital | Capital reserves | Retained earnings | Cumulative translation adjustment | Equity attributable to owners of the Parent | Non-controlling interests | Total Equity | ||||||||
| Balance on December 31, 2023 | 15 | 500,694 | 2,960 | 50,831 | (12,011 | ) | 542,489 | (21,147 | ) | 521,342 | ||||||
| Cumulative translation adjustment | — | — | — | — | (16,234 | ) | (16,234 | ) | 2,361 | (13,873 | ) | |||||
| Net income for the period | — | — | — | 16,155 | — | 16,155 | 2,232 | 18,387 | ||||||||
| Recognized as part of business combination - Tria | — | — | — | — | — | — | 6,604 | 6,604 | ||||||||
| Gross obligation under put option - Tria | — | — | — | — | — | — | (17,117 | ) | (17,117 | ) | ||||||
| Dividends declared | 29(c) | — | (19,486 | ) | — | (66,986 | ) | — | (86,472 | ) | (5,226 | ) | (91,698 | ) | ||
| Share-based incentive plan | 29(d) | — | — | 6,137 | — | — | 6,137 | — | 6,137 | |||||||
| Capital issuance | 29(b) | — | 52,687 | — | — | — | 52,687 | — | 52,687 | |||||||
| Capital contributions | — | — | — | — | — | — | 2,204 | 2,204 | ||||||||
| Balance on June 30, 2024 | 15 | 533,895 | 9,097 | — | (28,245 | ) | 514,762 | (30,089 | ) | 484,673 | ||||||
| Balance on December 31, 2024 | 15 | 527,239 | 22,041 | — | (68,217 | ) | 481,078 | 9,854 | 490,932 | |||||||
| Cumulative translation adjustment | — | — | — | — | 45,567 | 45,567 | (1,860 | ) | 43,707 | |||||||
| Net income for the period | — | — | — | 28,515 | — | 28,515 | 2,164 | 30,679 | ||||||||
| Dividends declared | 29(c) | — | (18,786 | ) | — | (28,515 | ) | — | (47,301 | ) | — | (47,301 | ) | |||
| Share-based incentive plan | 29(d) | — | — | 7,439 | — | — | 7,439 | — | 7,439 | |||||||
| Shares vested | 29(d) | — | — | (235 | ) | — | — | (235 | ) | — | (235 | ) | ||||
| Bonus share plan | 29(d) | — | — | (11,627 | ) | — | — | (11,627 | ) | — | (11,627 | ) | ||||
| Capital issuance | 29(b) | 1 | 71,656 | — | — | — | 71,657 | — | 71,657 | |||||||
| Capital contribution | — | — | — | — | — | — | 3,506 | 3,506 | ||||||||
| Balance on June 30, 2025 | 16 | 580,109 | 17,618 | — | (22,650 | ) | 575,093 | 13,664 | 588,757 |
The accompanying notes are integral parts of these unaudited condensed consolidated interim financial statements.
Confidential
| Patria Investments Limited | ||||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited Condensed Consolidated Statement of Cash Flows | ||||||||
| For the six-month periods ended June 30, 2025, and 2024 | ||||||||
| (In thousands of United States dollars - US$) | ||||||||
| Six-month period ended<br> <br>June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Note | 2025 | 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net income for the period | 30,679 | 18,387 | ||||||
| Adjustments to net income for the period | ||||||||
| Depreciation expense | 13 | 2,883 | 2,459 | |||||
| Amortization expense | 24 | 19,160 | 12,447 | |||||
| Unrealized (gains)/losses on long-term investments | 27 | 6,337 | 8,944 | |||||
| Unrealized (gains)/losses on warrant liability | 27 | 1,102 | 160 | |||||
| Unrealized (gains)/losses energy trading contracts | 26 | (3,928 | ) | (1,890 | ) | |||
| Unrealized (gains)/losses on asset-linked receivable | 27 | (3,053 | ) | (7,314 | ) | |||
| Unrealized (gains)/losses on derivative financial instruments | 27 | 929 | 302 | |||||
| Consideration payable adjustments | 27 | 6,332 | 8,042 | |||||
| Gross obligation adjustments | 27 | 1,934 | (619 | ) | ||||
| Deferred consideration adjustments | 1,606 | 1,902 | ||||||
| Interest expense on accounts receivable | 27 | 3,086 | — | |||||
| Interest expense on loans | 27 | 6,978 | 3,351 | |||||
| Interest expense on lease liabilities | 27 | 854 | 687 | |||||
| Deferred income taxes expense | 28 | (8,730 | ) | (1,761 | ) | |||
| Current income taxes expense | 28 | 7,605 | 6,610 | |||||
| Share of equity accounted earnings | 225 | 316 | ||||||
| Share based incentive plan | 23 | 7,439 | 6,137 | |||||
| Other adjustments to net income | 410 | 301 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 87,085 | 12,780 | ||||||
| Projects advances | (4,363 | ) | 372 | |||||
| Recoverable taxes | (1,184 | ) | (2,102 | ) | ||||
| Personnel and related taxes | (17,112 | ) | (2,889 | ) | ||||
| Carried interest allocation | (1,946 | ) | (4,028 | ) | ||||
| Taxes payable | (538 | ) | 2,198 | |||||
| Payment of income taxes | (8,273 | ) | (6,137 | ) | ||||
| Deferred consideration paid | 21(b) | (3,146 | ) | — | ||||
| Net decrease (increase) in energy trading contract liabilities | (4,199 | ) | (1,383 | ) | ||||
| Other assets and liabilities | 50,791 | 154 | ||||||
| Payment of placement agent fees | 14 | (2,017 | ) | (5,824 | ) | |||
| Net cash provided by operating activities | 176,946 | 51,602 | ||||||
| Cash flows from investing activities | ||||||||
| Increase in short term investments | (22,551 | ) | (1,629 | ) | ||||
| Decrease in short term investments | 2,276 | — | ||||||
| Increase in long-term investments | (33,872 | ) | — | |||||
| Decrease in long-term investments | 20,425 | 88 | ||||||
| Deposit into SPAC trust account | (409 | ) | (1,568 | ) | ||||
| Proceeds from redemptions from the SPAC trust account | 21(c) | — | 141,301 | |||||
| Acquisition of property and equipment | (4,632 | ) | (1,554 | ) | ||||
| Disposal of property and equipment | — | 1,480 | ||||||
| Acquisition of software and computer programs | 14 | (1,599 | ) | (2,453 | ) | |||
| Capital increase in investments in associates | — | (163 | ) | |||||
| Acquisition of subsidiaries, net of cash acquired | 14(d) | (1,078 | ) | (112,509 | ) |
Confidential
| Net cash (used)/provided by investing activities | (41,440 | ) | 22,993 | ||
|---|---|---|---|---|---|
| Cash flows from financing activities | |||||
| Proceeds from loans | 16 | 176,396 | 176,000 | ||
| Repayment of loans | 16 | (241,511 | ) | — | |
| Interest paid on loans | 16 | (8,679 | ) | — | |
| Payment of loans fees | 16 | (508 | ) | (2,536 | ) |
| Dividends paid to the Company’s shareholders | 29(c) | (47,301 | ) | (86,472 | ) |
| Dividends paid to non-controlling interests in subsidiaries | — | (2,113 | ) | ||
| Capital contributions received from non-controlling interest (NCI) shareholders | 3,506 | 703 | |||
| Deposits into SPAC trust account - Commitment subject to possible redemption | 21(c) | 409 | 1,568 | ||
| Redemption of SPAC shareholders | 21(c) | — | (141,301 | ) | |
| Settlement of acquisition payables | 21(b) | (22,867 | ) | (4,280 | ) |
| Lease payments | 21(a) | (1,957 | ) | (1,461 | ) |
| Interest paid on lease liabilities | 21(a) | (854 | ) | (687 | ) |
| Net cash used in financing activities | (143,366 | ) | (60,579 | ) | |
| Foreign exchange variation on cash and cash equivalents in foreign currencies | 2,981 | (1,117 | ) | ||
| (Decrease)/Increase in cash and cash equivalents | (4,879 | ) | 12,899 | ||
| Cash and cash equivalents at the beginning of the period | 6 | 33,418 | 16,050 | ||
| Cash and cash equivalents at the end of the period | 6 | 28,539 | 28,949 | ||
| (Decrease)/Increase in cash and cash equivalents | (4,879 | ) | 12,899 | ||
| Non-cashoperating. investing and financing activity | |||||
| Addition and disposal of right of use assets | 13 | 1,611 | 3,871 | ||
| Capital contribution from NCI shareholders in lieu of dividend payable to NCI shareholders | — | 1,501 | |||
| Company Class A common shares issued | 71,656 | 52,687 | |||
| Additions to contractual rights – CSHG | — | 50,268 | |||
| Additions to goodwill – CSHG | — | 20,070 | |||
| Additions to contractual rights – GPMS | — | 8,987 | |||
| Additions to non-compete – GPMS | — | 1,137 | |||
| Additions to goodwill – GPMS | — | 34,687 | |||
| Decrease in goodwill – Nexus | 14(d) | (1,049 | ) | — | |
| NCI recognized in the business combination with Tria | — | 6,604 | |||
| Gross obligation under put option and goodwill – Tria | 14(d) | 2,156 | 17,117 | ||
| Interest earned on SPAC trust account subject to redemption | 21(c) | 1,123 | 4,690 | ||
| Increase in deferred tax liability and corresponding increase in goodwill | 14(d) | 58,230 | — |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
Confidential
| 1 | General information |
|---|
Patria Investments Limited (the "Company") was established on July 6, 2007, in Bermuda and transferred its registration and domicile by way of registration by continuation to the Cayman Islands on October 12, 2020. The Company transferred its headquarters from Bermuda to the Cayman Islands on the same date. Since then, the Company's obligations, whether legal, regulatory, or financial, are in accordance with the applicable laws and regulations of the Cayman Islands.
On January 21, 2021, the Company completed its initial public offering ("IPO") registration. The shares offered and sold in the IPO were registered under the Securities Act of 1933, as amended, according to the Company's Registration Statement on Form F-1 (Registration N° 333-251823). The common shares began trading on the Nasdaq Global Select Market ("NASDAQ-GS") on January 22, 2021, under the symbol "PAX".
The Company is a public holding company controlled by Patria Holdings Limited (the “Parent”), which held 51.78% of the Company's common shares as of June 30, 2025 (December 31, 2024: 53.76%). The Parent is ultimately controlled by a group of individuals.
The Company and its subsidiaries (collectively, the "Group") are a private markets investment firm focused on investing globally. Since 1994 the Group has expanded from its initial flagship private equity funds to other investment products, such as:
| Investment product | Description |
|---|---|
| Infrastructure development funds | a private<br>equity approach applied to infrastructure assets. In conjunction with experts from the energy sector, the Group acquired Tria during<br>2024, a company engaged in energy trading in Brazil, with the aim to grow its infrastructure vertical – refer to note 30. |
| Co-investment funds | focused<br>on companies from their flagship funds. |
| Global private market solutions | increase<br>in revenues and assets under management during 2024 with the carve-out acquisition of Aberdeen Plc (“GPMS”) – refer<br>to note 30. |
| Credit funds | increase<br>in revenues and assets under management through business combination in 2021 with Moneda Asset Management SpA (“MAM I”) and<br>Moneda II SpA (“MAM II”) (collectively “Moneda”). |
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| Real estate funds | increase<br>in revenues and assets under management from 2022 to 2024 with the:<br><br> <br>Ø controlling<br>acquisition of VBI Real Estate Gestão de Carteiras S.A.(“VBI”) during 2022;<br><br> <br>Ø controlling<br>acquisition of Patria Asset Management (“PAM”) during 2023 in partnership with Bancolombia to expand real estate capabilities<br>into Colombia;<br><br> <br>Ø acquisition<br>of Credit Suisse’s Real Estate business (“CSHG”) during 2024 – refer to note 30; and<br><br> <br>Ø acquisition<br>of Nexus, a real estate business in Colombia, during 2024 – refer to note 30. |
|---|---|
| Venture capital and growth funds | increase<br>in revenues and assets under management through business combinations:<br><br> <br>Ø in<br>2022 with Igah Partners LLC (“Igah Ventures”) and PEVC I General Partner IV, Ltd. (“Igah IV”) and Igah Carry<br>Holding Ltd (collectively “Igah”), and<br><br> <br>Ø in<br>2023 with Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”) and Hanuman GP Cayman,<br>LLC (collectively “Kamaroopin”). |
The Group’s operations include investment offices in Montevideo (Uruguay), São Paulo (Brazil), Bogota (Colombia), Medellín (Colombia), Edinburgh (Scotland - United Kingdom), and Santiago (Chile), as well as client-coverage offices in New York (United States), London (United Kingdom), Dubai (United Arab Emirates) and Hong Kong (People’s Republic of China) to cover the investor base of its underlying investment products, in addition to its corporate business and investment office in Grand Cayman (Cayman Islands).
The Group's main executive office is located at 60 Nexus Way, 4th floor, Camana Bay, Grand Cayman, Cayman Islands.
These unaudited condensed consolidated interim financial statements for the six-month periods ended June 30, 2025, and 2024 include the condensed financial information regarding the Company and its subsidiaries, as described in note 5.
| 2 | Presentation of financial statements |
|---|---|
| a**.** | Statement of compliance and basis of preparation |
| --- | --- |
The unaudited condensed consolidated interim financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by
8
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the International Accounting Standards Board ("IASB"). These unaudited condensed consolidated interim financial statements should be read together with the consolidated financial statements as of December 31, 2024, and 2023, and for the years ended December 31, 2024, 2023 and 2022 (“Consolidated Financial Statements”).
The board of directors approved the unaudited condensed consolidated interim financial statements on September 26, 2025.
| b. | Functional and presentation currency |
|---|
The unaudited condensed consolidated interim financial statements are presented in United States dollars (USD), the functional currency of the Company. The effects of the translation from the functional currency into the presentation currency are recognized in equity under the caption "Cumulative Translation Adjustment".
For details regarding the remeasurement of the balances and transactions in foreign currencies to the functional currency of the Company and its subsidiaries, refer to note 5 for the functional currency determined for each entity.
All amounts are rounded the nearest thousand USD, unless otherwise stated.
| c. | Use of estimates and judgments |
|---|
The preparation of the unaudited condensed consolidated interim financial statements in accordance with IFRS Accounting Standards requires Management to make estimates that affect the amounts reported in the unaudited condensed consolidated interim financial statements and accompanying notes. Management believes that estimates utilized to prepare the unaudited condensed consolidated interim financial statements are reasonable. Actual results could differ from those estimates and such differences could be material.
In preparing these unaudited condensed consolidated interim financial statements, the significant judgements and estimates made by Management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set out in the Consolidated Financial Statements.
| d. | Seasonality |
|---|
The Group’s results are not subject to seasonal fluctuations.
| 3 | Segment information |
|---|
The Group operates through a single reportable operating segment. The Group’s executive directors collectively act as the chief operating decision maker allocating resources and assessing performance under the Group's global strategy, which includes integrated product lines. Within its one operating segment, the Group has multiple product lines including global private market solutions, private equity, credit, real estate, infrastructure and public equities.
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| 4 | Material accounting policies |
|---|
These unaudited condensed consolidated interim financial statements were prepared in accordance with policies, accounting practices, and methods for determining estimates consistent to the accounting policies and estimates adopted in the preparation of the Consolidated Financial Statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2025, but do not have a material impact on the unaudited condensed consolidated interim financial statements of the Group.
| 5 | Group Structure |
|---|
Consolidationand subsidiaries
The unaudited condensed consolidated interim financial statements include the entities listed below, which are the Company's direct or indirect subsidiaries:
| Country of Incorporation | Functional<br><br> <br>Currency | Equityinterest<br><br> <br>(direct orindirect) (%) | |||
|---|---|---|---|---|---|
| Subsidiaries | Principal Activities | June 30, 2025 | December 31, 2024 | ||
| Patria Finance Ltd. | Asset management & administration | KY | USD | 100.00% | 100.00% |
| Patria Brazilian Private Equity III, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| PBPE General Partner IV, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| PBPE General Partner V, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Patria Brazilian Private Equity General Partner VI, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Patria Brazil Real Estate Fund General Partner II, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Patria Brazil Real Estate Fund General Partner III Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Patria Brazil Retail Property Fund General Partner, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Patria Investments UK Ltd. | Investor relations, marketing & administration | UK | GBP | 100.00% | 100.00% |
| Patria Investments US LLC | Investor relations, marketing & administration | US | USD | 100.00% | 100.00% |
| Patria Investments Colombia S.A.S. | Advisory, investor relations & marketing | CO | COP | 100.00% | 100.00% |
| Infrastructure II GP, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
| Infrastructure III SLP Ltd. | Investment fund manager & advisory | KY | USD | 100.00% | 100.00% |
| Patria Infrastructure General Partner IV Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% |
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| Pátria Investimentos Ltda. ("PILTDA") | (c) | Asset management & administration | BR | BRL | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| Patria Investments Latam S.A. | Holding company | UY | USD | 100.00% | 100.00% | |
| Patria Investments Uruguay Agente de Valores S.A. | Broker, advisory, investor relations & marketing | UY | USD | 100.00% | 100.00% | |
| Patria Investments Cayman Ltd. | Holding company | KY | USD | 100.00% | 100.00% | |
| Patria Investments Hong Kong, Ltd. | Investor relations, marketing & administration | HK | HKD | 100.00% | 100.00% | |
| Platam Investments Brazil Ltda. | Asset management & administration | BR | BRL | 100.00% | 100.00% | |
| Patria Constructivist<br> Equity Fund General Partner II, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% | |
| PI General Partner V Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% | |
| PPE General Partner VII, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% | |
| PI Renewables General Partner, Ltd. | Investment fund manager | KY | USD | 100.00% | 100.00% | |
| Patria SPAC LLC | Holding company & SPAC Sponsor | KY | USD | 100.00% | 100.00% | |
| Patria Latin American Opportunity Acquisition<br> Corp. | (f) | SPAC | KY | USD | 100.00% | 100.00% |
| Moneda Asset Management SpA (“MAM I”) | Holding company | CH | CLP | 100.00% | 100.00% | |
| Moneda Corredores de Bolsa Limitada (“MCB”) | Broker | CH | CLP | 100.00% | 100.00% | |
| Moneda S.A. Administradora General De Fondos (“MAGF”) | Asset management | CH | CLP | 100.00% | 100.00% | |
| Moneda II SpA (“MAM II”) | Holding company | CH | USD | 100.00% | 100.00% | |
| Moneda International Inc. | Investment fund manager | BV | USD | 100.00% | 100.00% | |
| Moneda USA Inc. | Advisory | US | USD | 100.00% | 100.00% | |
| Patria VBI Real Estate Gestão de Carteiras<br> S.A. (“VBI”) | (e) | Asset management | BR | BRL | 100.00% | 100.00% |
| VBI Administração Fiduciaria e Gestão<br> Ltda | (e) | Administration | BR | BRL | 100.00% | 100.00% |
| BREOF Partners Ltda | (e) | Holding company | BR | BRL | 100.00% | 100.00% |
| Igah Partners LLC | (g) | Asset management | US | USD | 100.00% | 100.00% |
| e.Bricks Ventures III GP, LLC | Investment fund manager | KY | USD | 100.00% | 100.00% | |
| Igah Carry Holding Ltd | Carry vehicle | KY | USD | 100.00% | 100.00% | |
| PEVC I General Partner IV, Ltd. | (g) | Holding company | KY | USD | 42.92% | 42.92% |
| Patria Real Estate Latam S.A.S | Holding company | UY | USD | 98.90% | 98.90% | |
| Patria Private Equity Latam S.A.S | Holding company | UY | USD | 100.00% | 100.00% | |
| VBI Holding Ltda (formerly NewCo BlueMacaw Partner<br> Ltda.) | Holding company | BR | BRL | 100.00% | 100.00% | |
| VBI Asset Management Ltda. | Asset management | BR | BRL | 100.00% | 100.00% | |
| KMP I Holding | Holding company | KY | USD | 100.00% | 100.00% | |
| Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”) | Asset management | BR | BRL | 100.00% | 100.00% | |
| Hanuman GP Cayman, LLC (“Hanuman”) | Asset management | KY | USD | 100.00% | 100.00% | |
| Pat HoldCo Mexico S. de R.L. de C.V. | Holding company | MX | MXN | 100.00% | 100.00% | |
| Pat Inmuebles HoldCo Mexico S. de R.L. de C.V. | Holding company | MX | MXN | 100.00% | 100.00% | |
| Pat HoldCo Servicios Corporativos S. de R.L. de<br> C.V. | Holding company | MX | MXN | 100.00% | 100.00% | |
| Patria Investments Argentina S.A. | Holding company | AR | ARS | 100.00% | 100.00% | |
| Patria VBI Securities Ltda. (formerly “Bari<br> Gestao De Recursos Ltda.”) | Asset management | BR | BRL | 100.00% | 100.00% | |
| Patria Asset Management S.A. (“PAM”) | Asset management | CO | COP | 50.74% | 50.74% | |
| VBI Capital Ltda. | (e) | Asset management | BR | BRL | 100.00% | 100.00% |
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| Move Capital S.A. | (e) | Asset management | BR | BRL | 100.00% | 100.00% |
|---|---|---|---|---|---|---|
| SH Manco Holding Ltda. | (i) | Holding company | BR | BRL | 75.00% | 75.00% |
| Patria Acquisitions Limited | Holding company | UK | GBP | 100.00% | 100.00% | |
| Patria Energía Participações<br> Ltda. | (a) | Holding company | BR | BRL | 100.00% | 100.00% |
| Tria Comercializadora de Energía S.A. | (a) | Energy trading company | BR | BRL | 58.82% | 66.67% |
| Sugrat Comercializadora de Energia S.A. | (h) | Energy trading company | BR | BRL | 58.82% | 66.67% |
| Pátria Holding Financeira Ltda. | (h) | Holding company | BR | BRL | 100.00% | 100.00% |
| Pátria Distribuidora de Títulos<br> e Valores Mobiliários Ltda. | (h) | Dormant | BR | BRL | 100.00% | 100.00% |
| Patria Europe 1 (GP) Limited | (b) | Investment fund manager | UK | GBP | 100.00% | 100.00% |
| Patria Europe 2 Limited | (b) | Holding company | UK | GBP | 100.00% | 100.00% |
| Patria Private Equity (Europe) Limited | (b) | Asset management | UK | GBP | 100.00% | 100.00% |
| Patria Capital Partners LLP | (b) | Asset management | UK | GBP | 100.00% | 100.00% |
| Nexus Capital Partners S.A.S | (d) | Asset management | CO | COP | 100.00% | 100.00% |
| Patria Portfolio Investments Limited | (h) | Holding company | KY | USD | 100.00% | 100.00% |
"USD" United States dollars, "BRL" Brazilian Real, "GBP" Pound Sterling, "CLP" Chilean peso, "COP" Colombian peso, "HKD" Hong Kong dollar, “ARS” Argentine Peso, “MXN” Mexican Peso
"KY" Cayman Islands, "BR" Brazil, "CO" Colombia, "CH" Chile, "UK" United Kingdom, "US" United States, “BV” British Virgin Islands, “MX” Mexico, “AR” Argentina, “UY” Uruguay, “HK” Hong Kong
| (a) | On April 2, 2024,<br> the Group closed on a transaction acquiring 66.67% interest in Tria Comercializadora de Energia<br> Ltda (“Tria”). The business combination is a joint effort between the Group and<br> individuals within the energy sector establishing an energy trading company. The non-controlling<br> shareholders of Tria contributed R$ 20 million (US$ 3.5 million) additional capital on April<br> 1, 2025, diluting the Group’s holding in Tria to 58.82%. |
|---|---|
| (b) | On April 26,<br> 2024, the Group closed a transaction acquiring a carve-out interest in Aberdeen, a European<br> private equity business. The newly acquired business, together with Patria’s existing<br> global private markets vehicles, formed a new vertical – Global Private Markets Solutions<br> (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over US$<br> 8 billion This vertical will further develop Patria’s capabilities to serve clients<br> as a gateway to private markets on a global scale. |
| --- | --- |
| (c) | On May 24, 2024,<br> the Group closed on a transaction with Credit Suisse acquiring its Real Estate business in<br> Brazil. The business includes seven Real Estate Investment Trusts (“REITS”) with<br> over 960 thousand shareholders which will add additional scale to Patria’s Real Estate<br> business and solidifies Patria’s position as a leading independent manager of REITs<br> in Brazil and Latin America. The management activities of the funds were incorporated into<br> the operations of PILTDA. |
| --- | --- |
| (d) | On July 16, 2024,<br> the Group completed a 100% acquisition of Nexus Capital, an independent alternative real<br> estate asset manager in Colombia. The acquisition added approximately US$ 800 million to<br> Patria’s Fee Earning AUM, including over US$ 680 million in Permanent Capital vehicles<br> that will be immediately accretive to Patria’s Fee Related and Distributable Earnings. |
| --- | --- |
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| (e) | On August 1,<br> 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option<br> arrangement was put in place between the Group and the non-controlling interest of VBI upon<br> the business combination that took place during July 2022. A breakdown of the consideration<br> paid is summarized under note 21(b)(iii). The gross obligation under put option and non-controlling<br> were derecognized on July 31, 2024 – refer to notes 21(d) and 29(g) respectively. The<br> net effect of the transaction amounted to US$ 2.4 million loss recognized directly in retained<br> earnings for the year ended December 31, 2024. |
|---|---|
| (f) | Patria Latin American Opportunity Acquisition Corp. (the “SPAC” or “PLAO”): a<br> special purpose acquisition company incorporated in the Cayman Island and sponsored by Patria<br> SPAC LLC (the “SPAC Sponsor”) for the purpose of effecting a business combination<br> with one or more businesses with a focus in Latin America. |
| --- | --- |
On June 12, 2024, PLAO’s shareholders approved at an extraordinary general meeting an additional 15-month extension to provide time for PLAO to complete a business combination. For each month spent during this extension period, the SPAC sponsor will deposit US$ 0.015 per public share into the trust account (approximately US$ 68 thousand per month). The holders of Public Shares could elect to redeem shares in connection with the Extension Amendment and 12,339,057 shares were redeemed on June 12, 2024 (refer note 21(c)).
As of June 30, 2025, the Group has not selected any business combination target for PLAO. The expectation is to complete a business combination as soon as the Group identifies a target company. The target company could potentially be identified as one of the Group’s investment funds investees. In the event of a business combination, it could result in recognition of performance fee revenue and carried interest allocation expenses for the Group.
The PLAO securities were delisted from The Nasdaq Global Market at the opening of business on March 17, 2025. The delisting of securities was due to PLAO not completing a business combination within 36 months from its IPO registration statement as required by IM-5101-2. As of July 10, 2025, the securities are quoted and traded in the market for unlisted securities (“over-the-counter market”) – refer to note 33.
| (g) | Igah Partners LLC (“Igah Ventures”): a subsidiary of the Group acquired through a business<br> combination that serves as manager of venture capital related funds. Additionally, PEVC I<br> General Partner IV, Ltd (“Igah IV”) was also acquired. Igah Ventures and Igah<br> IV are collectively referred to as “Igah”. On December 23, 2024, the Group entered<br> into an agreement acquiring an additional 29.72% stake in Igah IV for R$ 24.3 million (approximately<br> US$ 4.2 million) that will be paid in cash between the years 2024 and 2028. The group holds<br> 42.92% in the GP with the option to acquire the remaining equity from the non-controlling<br> shareholders (refer to note 21(d)(ii)). |
|---|---|
| (h) | Newly incorporated<br> subsidiaries without assets, liabilities or operations. |
| --- | --- |
| (i) | SH Manco Holding<br> Ltd. was established during 2024 to hold the investment in Uliving Holding S.A., an associate<br> within the VBI group of entities. The Group now holds 75.00% of SH Manco Holding Ltd. which<br> in turn holds 43.19% of Uliving Holding S.A. |
| --- | --- |
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| 6 | Cash and cash equivalents | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Cash at bank and on hand | 25,647 | 30,608 | ||
| Short-term deposits and shares of mutual funds | 2,892 | 2,810 | ||
| Cash and cash equivalents | 28,539 | 33,418 | ||
| 7 | Client funds on deposit and client funds payable | |||
| --- | --- | |||
| June 30, 2025 | December 31,2024 | |||
| --- | --- | --- | --- | --- |
| Client funds on deposit | 19,425 | 13,288 | ||
| Other receivables from clients (a) | 6,298 | 5,416 | ||
| Client funds on deposit and other receivables | 25,723 | 18,704 | ||
| Client funds payable (a) | 25,723 | 18,704 | ||
| Client funds payable | 25,723 | 18,704 | ||
| (a) | Other receivables<br> from clients and client funds payable are unsettled trades from brokerage activities for<br> client transactions that are entered into and recorded on the date of the transaction. | |||
| --- | --- | |||
| 8 | Accounts receivable | |||
| --- | --- |
Amounts receivable from customers relate to management, incentive, placement, performance fees, reimbursement of expenses from investment funds, and financial advisory services. The Group has not recorded write-offs or allowances for uncollectible accounts receivable for the periods presented in these unaudited condensed consolidated interim financial statements.
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Current (a) | 72,361 | 217,132 | ||
| Non-current (b) (c) | 81,850 | 16,402 | ||
| Accounts receivable | 154,211 | 233,534 | ||
| (a) | Current accounts<br> receivable for December 31, 2024, included US$ 59.7 million in performance fees receivable<br> from Patria Infrastructure Fund III. The amount was received on February 28, 2025. | |||
| --- | --- | |||
| (b) | Non-current<br> accounts receivable includes US$ 62.5 million for PBPE Fund IV (US$ 65.6 million less US$<br> 3.1 million discount for time value of money) that relates to a postponed collection of management<br> fees. Renegotiation and postponement of this collection commenced in prior periods, and the<br> management fees were recognized as receivable in prior years. The renegotiated and postponed<br> balance of US$ 62.5 million is expected to be recovered during 2027 subject to the timing<br> of the realization of underlying investment fund assets and the estimated cash needs of the<br> investment funds. Management has evaluated and concluded that no | |||
| --- | --- |
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allowances for uncollectible accounts need to be recorded supported by contracts and commitments of the investors of the funds and that the funds have significant investments to be realized that will generate sufficient cash to settle the outstanding balance with the Group.
On June 25, 2025, the Group entered into an agreement with Banco Santander selling US$ 65.6 million receivable from PBPE Fund IV at a discounted amount of US$ 58.4 million. The responsibility of collecting the outstanding receivable from PBPE Fund IV remains with the Group and the Group shall pay collections made from PBPE Fund IV over to Banco Santander as settlement of the selling price received. The full amount to the value of US$ 65.6 million shall be settled before or on the agreement’s second anniversary with an earn-out available for early settlement of the outstanding balance.
| (c) | In addition<br> to (b) above, non-current accounts receivable as of June 30, 2025, include the Lavoro asset-linked<br> receivable of US$ 15.4 million as disclosed under note 12(b). No interest is charged on the<br> asset-linked receivable as the receivable is accounted for at fair value. | |||
|---|---|---|---|---|
| 9 | Project advances | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Current | 12,481 | 7,577 | ||
| Project advances | 12,481 | 7,577 |
Project advances are comprised of recoverable advances made by the Group for the development process of new investment funds and the capture of non-capitalized investment funds. In both cases, the amounts are subject to reimbursement as provided for in the respective agreements between the Group and investors.
| 10 | Other assets | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Advances to employees | 1,997 | 2,604 | ||
| Advances to suppliers | 4,724 | 3,052 | ||
| Investment commitment receivable (a) | 10,729 | — | ||
| Prepaid expenses (b) | 8,410 | 7,163 | ||
| Unamortized fund structuring costs (c) | 643 | 394 | ||
| Other current assets | 2,709 | 1,468 | ||
| Other current assets | 29,212 | 14,681 | ||
| Prepaid expenses (b) | 137 | 168 | ||
| Unamortized fund structuring costs (c) | 5,786 | 3,553 | ||
| Deposits on lease agreements (d) | 2,535 | 2,247 | ||
| Other non-current assets | 811 | 618 | ||
| Other non-current assets | 9,269 | 6,586 | ||
| (a) | The Group disposed<br> of its committed capital in Patria Infrastructure Fund V, L.P. (refer to note 12(b)). The<br> amount was collected during the third quarter of 2025. | |||
| --- | --- | |||
| (b) | Prepaid expenses<br> are comprised of SPAC life extension costs, IT related services and insurance. These costs<br> will be recognized as an expense in the period the services are received. | |||
| --- | --- |
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| (c) | Fund structuring<br> costs represent the cost incurred in the set-up of funds and shall be amortized over the<br> life of the respective funds. | |||
|---|---|---|---|---|
| (d) | Deposits and<br> guarantees on lease agreements are subject to reimbursement at the end of the lease contract<br> period. No interest is charged on these deposits. | |||
| --- | --- | |||
| 11 | Recoverable Taxes | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Income tax recoverable | 6,332 | 3,706 | ||
| Other recoverable taxes | 749 | 806 | ||
| Recoverable Taxes | 7,081 | 4,512 |
Recoverable taxes mainly consist of income taxes paid in advance to tax authorities in Brazil, the United Kingdom and Chile.
| 12 | Investments**** | |||
|---|---|---|---|---|
| a. | Short-term investments | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Securities (a) | 26,655 | 4,956 | ||
| Investments held in trust account (b) | 55,585 | 54,053 | ||
| Short-term investments | 82,240 | 59,009 | ||
| (a) | Securities<br> are liquid investment funds, with portfolios holding term deposits, equities, government<br> bonds, and other short-term liquid securities. | |||
| --- | --- | |||
| (b) | Investments<br> held in trust account are investments received through the IPO of PLAO. These funds are restricted<br> and may only be used for the purposes of completing an initial business combination or the<br> redemption of public shares. The investments held in the trust account are comprised of U.S.<br> government securities that are classified and accounted for as Fair Value Through Profit<br> or Loss (“FVTPL”). For the year ended December 31, 2024, 12,339,057 public shares<br> were redeemed for a total value of $141 million (refer to note 21(c)). No redemptions took<br> place for the six-month period ended June 30, 2025. | |||
| --- | --- | |||
| b. | Long-term investments | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Lavoro Agro Limited (a) | 5,207 | 11,337 | ||
| KMP Growth Fund II (Cayman), LP (“KMP Growth Fund II”) (b) | 21,684 | 20,525 | ||
| Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios (c) | 1,561 | 1,246 | ||
| Patria Infra Energia Core FIP EM Infraestrutura | 1,947 | 1,309 | ||
| Patria Infrastructure Fund V, L.P. (d) | 1,347 | 8,479 | ||
| Igah Ventures IV (e) | 724 | 819 | ||
| Other investments (f) | 6,995 | 5,501 | ||
| Long-term investments | 39,465 | 49,216 |
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Some investments in securities are expected to be maintained until the investment funds' respective termination date. As of June 30, 2025, the Group's ownership interest in each of these investments (excluding interest owned indirectly through investment funds in note (b) and (e)) ranged from 0.00005% to 5.67% (December 31, 2024: 0.00005% to 9.78%). Investments are measured at FVTPL.
| (a) | The Group purchased<br> shares on behalf of PBPE General Partner V, Ltd.’s investment fund PE V in Lavoro Agro<br> Limited (“Lavoro”) at a price of $3.50 per share for a total investment of approximately<br> US$ 8.2 million. Lavoro is Brazil’s largest agricultural inputs retailer and a leading<br> provider of agriculture biologics inputs in Latin America. |
|---|
Performance fees were crystallized in conjunction with the IPO of Lavoro. The limited partner of the fund and Patria agreed that because of the successful completion of the transaction, part of the crystallized performance fee was settled through Lavoro issuing shares to Patria (total amount of US$ 15.5 million). With the issuance of the shares, the investment fund agreed to cover the spread between US$ 3.50 and US$ 10 per share on the future sale of the shares by the Group. As of June 30, 2025, the receivable from the investment fund amounts to US$ 15.4 million (December 31, 2024: US$ 12.3 million) for the fund commitment to cover the spread.
| (b) | The Group has<br> committed approximately 46% of the capital in KMP Growth Fund II (December 31, 2024: 46%).<br> As of June 30, 2025, KMP Growth Fund II held a direct 10.32% interest in the portfolio company<br> (December 31, 2024: 10.32%), Dr. Consulta Clinica Medica Ltda., a Brazil-based healthcare<br> technology company, an indirect 5.88% interest in portfolio company Conexa, Brazil-based<br> healthcare technology company (December 31, 2024: 5.44%) and an indirect 23.40% interest<br> in the portfolio company Consorciei Participações SA (“Consorciei”)<br> (December 31, 2024: 22.35%). Additionally, the fund holds 24.42% (December 31, 2024: 24.42%)<br> in Startse Informações e Sistemas S/A (“Startse”), an entity in<br> Brazil providing an education and a crowdfunding platform for startups. |
|---|---|
| (c) | An investment<br> is held in Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios<br> (5.67% of the net asset value as of June 30, 2025, and 5.62% as of December 31, 2024), a<br> trust invested in securities related to agribusiness production chains in Brazil, such as<br> agribusiness receivables, real estate receivables backed by credits from agribusiness production<br> chains and liquidity assets within the agribusiness. |
| --- | --- |
| (d) | The Group disposed<br> of its committed capital in Patria Infrastructure Fund V, L.P. Refer to note 10 for the proceeds<br> receivable on June 30, 2025. |
| --- | --- |
| (e) | The Group holds<br> 30% (December 31, 2024: 39%) of capital in Igah Ventures IV. The main purpose of the fund<br> is to make venture capital investments, primarily by directly investing in and holding equity<br> and equity-oriented securities of privately held technology-enabled businesses operating<br> primarily in Brazil. On June 30, 2025, the fund held a 7.2% direct interest in Liqi Digital<br> Assets, a blockchain-based asset tokenization startup (early-stage venture capital). Furthermore,<br> the fund invested US$ 0.6 million in convertible notes issued by Spott Tecnologia LTDA. If<br> converted, this note could represent an 8.70% equity stake in the company. |
| --- | --- |
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| (f) | Other investments<br> include US$ 2.2 million for Nexus. The investments are restricted assets that were not part<br> of the business combination between the Group and Nexus, and the assets will be returned<br> to the previous owners of Nexus on maturity (refer to note 21(b)(ix)). |
|---|
The following is the breakdown of long-term investments by region:
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Brazil | 34,602 | 37,449 | ||
| Other | 4,863 | 11,767 | ||
| Balance | 39,465 | 49,216 |
Single investments held through investment funds are allocated in accordance with the country of incorporation of underlying investments.
| c. | Other financial instruments |
|---|
The fair value of other financial instruments is comprised of options, warrants and energy trading contracts and is determined in accordance with the following criteria:
| · | Options<br> – option contracts provide the purchaser the right to buy the instrument at a pre-determined<br> base price at a future date. The valuation adjustment from options valuations is recognized<br> in net financial expense (refer to note 27). |
|---|---|
| · | Warrants<br> – the warrant liabilities issued by PLAO contain features that qualify as embedded<br> derivatives. The fair value of the warrant liabilities is determined using a Monte Carlo<br> simulation with the impact of the valuation recognized as unrealized loss on warrant liability<br> (refer to note 27). |
| --- | --- |
| · | Energy<br> trading contracts – fair value adjustments are based on energy prices as published<br> by BBCE – Balcão<br> Brasileiro De Comercialização De Energia. The fair value adjustments together<br> with realized gains and losses are recognized in other income/(expenses) (refer to note 26). |
| --- | --- |
Below is the composition of other financial instrument portfolios (assets and liabilities) by type of instrument, fair value and maturity as of June 30, 2025, and December 31, 2024.
| June 30, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial instruments **** | Notional | Fair Value | % | Up to 3 months | From 4 to 12 months | Above 12 months | ||||||
| Assets | ||||||||||||
| Energy trading contracts | 279,728 | 73,019 | 95 | 22,790 | 31,751 | 18,478 | ||||||
| Tria call option (a) | 27,375 | 4,060 | 5 | — | — | 4,060 | ||||||
| Total | 307,103 | 77,079 | 100 | 22,790 | 31,751 | 22,538 | ||||||
| Liabilities | ||||||||||||
| Warrants - SPAC | 132,250 | 7,245 | 11 | 7,245 | — | — | ||||||
| Energy trading contracts | 252,020 | 57,001 | 89 | 19,605 | 25,865 | 11,531 | ||||||
| Total | 384,270 | 64,246 | 100 | 26,850 | 25,865 | 11,531 |
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| December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial instruments **** | Notional | Fair Value | % | Up to 3 months | From 4 to 12 months | Above 12 months | |||||||||||
| Assets | |||||||||||||||||
| Energy trading contracts | 90,386 | 25,169 | 88 | 8,354 | 9,292 | 7,523 | |||||||||||
| Tria call option (a) | 24,125 | 3,578 | 12 | — | — | 3,578 | |||||||||||
| Total | 114,511 | 28,747 | 100 | 8,354 | 9,292 | 11,101 | |||||||||||
| Liabilities | |||||||||||||||||
| Warrants – SPAC | 132,250 | 6,143 | 26 | — | 6,143 | — | |||||||||||
| Energy trading contracts | 82,704 | 17,686 | 74 | 7,699 | 7,907 | 2,080 | |||||||||||
| Total | 214,954 | 23,829 | 100 | 7,699 | 14,050 | 2,080 | |||||||||||
| (a) | Tria call option<br> formed part of the share purchase agreement entered into on April 2, 2024, and provides the<br> Group with the option to buy the remaining 41.18% equity in Tria from non-controlling shareholders. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| 13 | Property and equipment | ||||||||||||||||
| --- | --- | ||||||||||||||||
| Changes in cost | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Six-monthperiod ended June 30, 2025 | |||||||||||||||||
| Opening balance | Additions | Disposals | Transfers | CTA^(*)^ | Closing balance | ||||||||||||
| Furniture and fixtures | 2,337 | 244 | — | — | 173 | 2,754 | |||||||||||
| Building improvements | 11,778 | 2,870 | — | — | 971 | 15,619 | |||||||||||
| Work-in-progress | 1,581 | 1,177 | — | — | 293 | 3,051 | |||||||||||
| Office equipment | 6,302 | 341 | (13 | ) | — | 578 | 7,208 | ||||||||||
| Right-of-use assets (a) | 29,243 | 1,611 | — | — | 2,229 | 33,083 | |||||||||||
| Total - Cost of fixed assets | 51,241 | 6,243 | (13 | ) | — | 4,244 | 61,715 | ||||||||||
| Changes in accumulated depreciation | |||||||||||||||||
| Six-monthperiod ended June 30, 2025 | |||||||||||||||||
| Opening balance | Additions | Disposals | Transfers | CTA^(*)^ | Closing balance | ||||||||||||
| (-) Furniture and fixtures | (1,249 | ) | (74 | ) | — | — | (115 | ) | (1,438 | ) | |||||||
| (-) Building improvements | (5,105 | ) | (519 | ) | — | — | (499 | ) | (6,123 | ) | |||||||
| (-) Office equipment | (4,061 | ) | (389 | ) | 4 | — | (398 | ) | (4,844 | ) | |||||||
| (-) Right-of-use assets (a) | (8,204 | ) | (1,901 | ) | — | — | (707 | ) | (10,812 | ) | |||||||
| Total - Accumulated depreciation | (18,619 | ) | (2,883 | ) | 4 | — | (1,719 | ) | (23,217 | ) | |||||||
| Property and equipment, net | 32,622 | 3,360 | (9 | ) | — | 2,525 | 38,498 |
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Confidential
| Changes in cost | Six-month period ended June 30, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening balance | Additions | Disposals | Transfer | CTA^(*)^ | Closing balance | ||||||||||||
| Furniture and fixtures | 1,868 | 336 | — | — | (151 | ) | 2,053 | ||||||||||
| Building improvements | 16,659 | 570 | (1,836 | ) | — | (1,432 | ) | 13,961 | |||||||||
| Office equipment | 5,983 | 648 | — | — | (556 | ) | 6,075 | ||||||||||
| Right-of-use assets (a) | 20,329 | 3,871 | — | — | (1,416 | ) | 22,784 | ||||||||||
| Total - Cost of fixed assets | 44,839 | 5.425 | (1,836 | ) | — | (3,555 | ) | 44,873 | |||||||||
| Changes in accumulated depreciation | Six-month period ended June 30, 2024 | ||||||||||||||||
| Opening balance | Additions | Disposals | Transfer | CTA^(*)^ | Closing balance | ||||||||||||
| (-) Furniture and fixtures | (1,334 | ) | (71 | ) | — | — | 122 | (1,283 | ) | ||||||||
| (-) Building improvements | (5,490 | ) | (353 | ) | 356 | — | 498 | (4,989 | ) | ||||||||
| (-) Office equipment | (3,985 | ) | (450 | ) | — | — | 486 | (3,949 | ) | ||||||||
| (-) Right-of-use assets (a) | (5,845 | ) | (1,585 | ) | — | — | 461 | (6,969 | ) | ||||||||
| Total - Accumulated depreciation | (16,654 | ) | (2,459 | ) | 356 | — | 1,567 | (17,190 | ) | ||||||||
| Property and equipment, net | 28,185 | 2,966 | (1,480 | ) | — | (1.988 | ) | 27,683 |
(*) CTA – Cumulative translation adjustment
As of June 30, 2025, and December 31, 2025, there was no indication that any of these assets were impaired.
| (a) | The Group<br> is a lessee in lease agreements for which the underlying assets are the office spaces located<br> in different jurisdictions (refer to note 21 (a)). | |||
|---|---|---|---|---|
| (b) | The following<br> is a breakdown of the total Property and equipment assets by region: | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Brazil | 9,762 | 8,726 | ||
| Cayman Islands | 5,260 | 5,331 | ||
| Chile | 5,959 | 5,888 | ||
| Colombia | 2,665 | 2,595 | ||
| United Kingdom | 11,786 | 6,654 | ||
| United States of America | 2,888 | 3,166 | ||
| Other | 178 | 262 | ||
| Balance | 38,498 | 32,622 |
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Confidential
Property and equipment are allocated based on where the assets are located, and include leasehold improvements, and right-of-use assets.
| 14 | Intangible assets and goodwill | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Changes in costs | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Six-month period ended June 30, 2025 | ||||||||||||||
| Opening | Business | Closing | ||||||||||||
| balance | Additions | Combinations | CTA(*) | Balance | ||||||||||
| Placement agents (a) | 53,400 | 2,017 | — | 2,409 | 57,826 | |||||||||
| Contractual rights (b) | 281,119 | — | — | 19,572 | 300,691 | |||||||||
| Non-contractual customer relationships (c) | 110,782 | — | — | 9,935 | 120,717 | |||||||||
| Software | 8,453 | 1,599 | — | 564 | 10,616 | |||||||||
| Brands (c) | 17,998 | — | — | 1,164 | 19,162 | |||||||||
| Goodwill (d) | 355,958 | — | 60,415 | 16,345 | 432,718 | |||||||||
| Non-compete –GPMS & Nexus | 5,480 | — | — | 474 | 5,954 | |||||||||
| Total - Cost of intangible assets | 833,190 | 3,616 | 60,415 | 50,463 | 947,684 | |||||||||
| Changes in accumulated amortization | ||||||||||||||
| Six-month period ended June 30, 2025 | ||||||||||||||
| Opening | Business | Closing | ||||||||||||
| balance | Additions | combinations | CTA^(*)^ | Balance | ||||||||||
| (-) Placement agents (a) | (33,419 | ) | (1,339 | ) | — | (419 | ) | (35,177 | ) | |||||
| (-) Contractual rights (b) | (48,516 | ) | (7,285 | ) | — | 2,238 | (53,563 | ) | ||||||
| (-) Non-contractual customer relationships (c) | (35,957 | ) | (6,921 | ) | — | (2,047 | ) | (44,925 | ) | |||||
| (-) Software | (3,412 | ) | (893 | ) | — | (314 | ) | (4,619 | ) | |||||
| (-) Brands (c) | (9,815 | ) | (1,834 | ) | — | (417 | ) | (12,066 | ) | |||||
| (-) Non-compete – GPMS & Nexus | (1,205 | ) | (888 | ) | — | (149 | ) | (2,242 | ) | |||||
| Total - Accumulated amortization | (132,324 | ) | (19,160 | ) | — | (1,108 | ) | (152,592 | ) | |||||
| Intangible assets, net | 700,866 | (15,544 | ) | 60,415 | 49,355 | 795,092 |
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| Changes in costs | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six-month period ended June 30, 2024 | ||||||||||||||
| Opening | Business | Closing | ||||||||||||
| balance | Additions | Combinations | CTA^(*)^ | Balance | ||||||||||
| Placement agents (a) | 46,041 | 5,824 | — | (1,908 | ) | 49,957 | ||||||||
| Contractual rights (b) | 88,092 | — | 189,787 | (11,985 | ) | 265,894 | ||||||||
| Non-contractual customer relationships (c) | 120,795 | — | — | (1,620 | ) | 119,175 | ||||||||
| Software | 4,564 | 2,453 | — | (407 | ) | 6,610 | ||||||||
| Brands (c) | 19,824 | — | — | (644 | ) | 19,180 | ||||||||
| Goodwill (d) | 311,174 | — | 61,362 | (6,277 | ) | 366,259 | ||||||||
| Non-compete - Aberdeen | — | — | 1,137 | — | 1,137 | |||||||||
| Total - Cost of intangible assets | 590,490 | 8,277 | 252,286 | (22,841 | ) | 828,212 | ||||||||
| Changes in accumulated amortization | ||||||||||||||
| Six-month period ended June 30, 2024 | ||||||||||||||
| Opening | Business | Closing | ||||||||||||
| balance | Additions | Combinations | CTA^(*)^ | Balance | ||||||||||
| (-) Placement agents (a) | (31,244 | ) | (1,292 | ) | — | 319 | (32,217 | ) | ||||||
| (-) Contractual rights (b) | (39,694 | ) | (2,228 | ) | — | 170 | (41,752 | ) | ||||||
| (-) Non-contractual customer relationships (c) | (23,238 | ) | (6,578 | ) | — | (709 | ) | (30,525 | ) | |||||
| (-) Software | (2,374 | ) | (594 | ) | — | 256 | (2,712 | ) | ||||||
| (-) Brands (c) | (6,928 | ) | (1,755 | ) | — | 295 | (8,388 | ) | ||||||
| Total - Accumulated amortization | (103,478 | ) | (12,447 | ) | — | 331 | (115,594 | ) | ||||||
| Intangible assets, net | 487,012 | (4,170 | ) | 252,286 | (22,510 | ) | 712,618 |
(*) CTA – Cumulative translation adjustment
As of June 30, 2025, and December 31, 2024, there was no impairment indication for any of these assets.
| (a) | Placement agents<br> refer to amounts capitalized for investment placement agent agreements entered into during<br> the fundraising stage. These assets are amortized over the estimated duration of the respective<br> investment funds. In the event of early liquidation of an investment fund, the amortization<br> period is also amended. |
|---|
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The remaining balance, as of June 30, 2025, is expected to be amortized as depicted below:
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034-2048 | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Placement agent fees | 1,505 | 2,370 | 2,284 | 2,268 | 2,262 | 2,262 | 2,248 | 2,016 | 1,115 | 4,319 | 22,649 |
The remaining balance, as of December 31, 2024, is expected to be amortized as depicted below:
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034-2048 | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Placement agent fees | 2,682 | 1,901 | 1,901 | 1,886 | 1,882 | 1,882 | 1,867 | 1,644 | 844 | 3,492 | 19,981 | |||||||||||
| (b) | contractual<br> rights relate to the management of investment funds that were recognized from: | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| (i) | business<br> combinations with GPMS, CSHG and Nexus completed during December 31, 2024 - refer to note<br> 30; | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| (ii) | the asset<br> acquisition transaction of Blue Macaw, Bari and Move and the business combination with Patria<br> Asset Management (“PAM”) completed during the year ended December 31, 2023; and | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| (iii) | the acquisition<br> of control of the P2 Brasil Private Infrastructure General Partner II Ltd. and P2 Brasil<br> Holding Ltd. (collectively the “P2 Group”) on December 25, 2015, from Promon<br> International Inc. | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| Intangible asset | Amortization period | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| P2 Group | Blue Macaw | Bari | Move | PAM | GPMS | CSHG | Nexus | |||||||||||||||
| Contractual rights | 8-12 years | 3-20 years | 19 years | 17 years | 22 years | 6-26 years | 31-33 years | 17 years | ||||||||||||||
| (c) | Non-contractual<br> customer relationships refer to client relationships of Moneda, VBI, Igah and Kamaroopin<br> acquired for the benefit of the Group through rendering of ordinary business activities by<br> the acquired entities. VBI customer relationships have a longer expected amortization period<br> based on the nature of the capital structure of the underlying investment funds consisting<br> of permanent capital. Brands refer to Moneda, VBI and Kamaroopin brands acquired through<br> business combination. The table below includes the amortization period: | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| Intangible asset | Amortization period | |||||||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||||||||
| Moneda | VBI | Igah | Kamaroopin | |||||||||||||||||||
| Non-contractual customer relationships | 9 years | 29 years | 3 years | 5 years | ||||||||||||||||||
| Brands | 5 years | 8 years | - | 8 years | ||||||||||||||||||
| (d) | The following<br> goodwill adjustments took place for the six-month period ended June 30, 2025: | |||||||||||||||||||||
| --- | --- |
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Confidential
| i. | GPMS |
|---|
Goodwill to the value of US$ 1,078 was recognized for the six-month period ended June 30, 2025, attributable to a purchase price adjustment for the carve-out acquisition of Aberdeen.
| ii. | Nexus |
|---|
Goodwill acquired through the business combination with Nexus decreased by US$ 1,049 attributable to an adjustment in the contingent consideration payable.
| iii. | Tria |
|---|
Goodwill acquired through the business combination with Tria increased by US$ 2,156 attributable to adjustments made to the call and put options included in the acquisition of Tria.
| iv. | Deferred tax liability on fair value adjustments |
|---|
A deferred tax liability was raised with a corresponding increase in goodwill for the fair value adjustments made to intangible assets acquired through business combinations (refer to note 19). The goodwill was adjusted for the business combinations below:
| Business combination | Goodwill adjustment | |
|---|---|---|
| Moneda | 18,957 | |
| VBI | 2,516 | |
| Kamaroopin | 1,266 | |
| Patria Asset Management | 10,819 | |
| GPMS | 20,793 | |
| Nexus | 3,879 | |
| Balance | 58,230 |
Taximpacts of goodwill recognized:
| (i) | Goodwill<br> recognized for Moneda; Igah; Hanuman; Patria Asset Management; GPMS and Nexus are not deductible<br> for tax purposes given the jurisdiction and/or specific tax regulations applicable to the<br> acquiring companies for the transactions. |
|---|---|
| (ii) | Goodwill<br> arising from the acquisition of CSHG’s Real Estate business is not tax-deductible in<br> Brazil, as the transaction did not involve the acquisition of a legal entity, as required<br> by the local legislation. The acquisition was merged into PILTDA. |
| --- | --- |
| (iii) | Goodwill<br> arising from the acquisition of Tria is not deductible for tax purposes under Brazilian legislation<br> as the goodwill is held by a non-operational holding company. To utilize the goodwill for<br> tax purposes, 100% ownership in Tria is required, along with a corporate restructuring, such<br> as a reverse merger with the operating company. However, |
| --- | --- |
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Confidential
due to Tria's status as a regulated energy trading company, such restructuring may be subject to regulatory constraints making the utilization of goodwill for tax purposes not feasible.
| (iv) | Goodwill<br> recognized of VBI and the first tranche of Kamaroopin for interest held through Brazilian<br> subsidiaries is not deductible for tax purposes until there is the absorption of the invested<br> entity's assets due to a merger, split, and/or incorporation. Upon restructuring, the deferred<br> tax will be recognized in line with the Brazilian tax laws and regulations. |
|---|
Impairmentconsiderations:
The Group performs an impairment test annually and when circumstances indicate the carrying value may be impaired. The recoverable amounts of acquired entities are based on value-in-use. Key assumptions to determine the value-in-use include discounted cash flow calculations based on current and past performance forecasts and considering current market indicators for the respective countries in which the entities operate.
No impairment losses on goodwill have been recognized in the prior year based on the value-in-use as recoverable amount. The annual test for 2025 will be performed as part of the year-end process with no indication of impairment identified to date.
The table below reflects the composition of goodwill by acquisition as of June 30, 2025, and December 31, 2024, (including the effects of CTA):
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Moneda | 252,725 | 231,142 | ||
| VBI | 22,118 | 14,967 | ||
| Igah | 21,006 | 21,006 | ||
| Kamaroopin | 15,390 | 13,469 | ||
| Patria Asset Management | 24,105 | 12,511 | ||
| GPMS | 56,721 | 30,691 | ||
| Tria | 8,080 | 5,382 | ||
| CSHG | 19,582 | 17,257 | ||
| Nexus | 12,991 | 9,533 | ||
| Balance | 432,718 | 355,958 |
25
Confidential
| (e) | The following<br> is the breakdown of intangible assets by region: | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Brazil* | 225,471 | 190,695 | ||
| Cayman Islands | 209,366 | 213,489 | ||
| Chile ** | 118,878 | 101,369 | ||
| Colombia*** | 75,063 | 60,062 | ||
| United States of America | 10,099 | 9,375 | ||
| United Kingdom**** | 156,215 | 125,876 | ||
| Balance | 795,092 | 700,866 |
Intangible assets are allocated based on where the assets are located and include acquired intangible assets. For acquired intangible assets, the Group considers that the location of the intangibles is best reflected by the manager’s location of those assets.
* Goodwill and fair value adjustments to assets and liabilities allocated to Brazil includes the impact from business combination with VBI; Kamaroopin; Tria and CSHG.
** Goodwill and fair value adjustments to assets and liabilities allocated to Chile includes the impact from Moneda for acquisition of MAM I.
*** Goodwill and fair value adjustments to assets and liabilities allocated to Colombia includes the impact from acquisition of Patria Asset Management (“PAM”) and Nexus.
**** Goodwill and fair value adjustments to assets and liabilities allocated to the United Kingdom includes the impact from the carve-out acquisition of GPMS.
| 15 | Personnel and related taxes payable | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Personnel and related taxes | 7,694 | 5,616 | ||
| Accrued vacation and related charges | 5,541 | 3,452 | ||
| Employee profit sharing (a) | 13,875 | 28,201 | ||
| Personnel and related taxes payable - current liabilities (b) | 27,110 | 37,269 | ||
| Strategic bonus | 1,251 | 787 | ||
| Personnel - non-current liabilities (b) | 1,251 | 787 | ||
| (a) | The Group recognizes<br> a provision for payment of profit sharing to employees, according to conditions approved<br> by management, which is recorded as personnel expenses in the unaudited condensed consolidated<br> statement of profit or loss. The balance on December 31, 2024, of US$ 28,201 was fully settled<br> by February 28, 2025. | |||
| --- | --- | |||
| (b) | Deferred consideration<br> payable to key employees of acquired business are disclosed as consideration payable on acquisition<br> – refer to note 21(b) and not included under note 15 above. | |||
| --- | --- |
26
Confidential
| 16 | Loans |
|---|
The Group has entered into several credit agreements with leading financial institutions. All the following agreements were made with Patria Finance Ltd. (PFL) as the counterparty and the Company as guarantor.
On December 1, 2023, PFL entered into an unsecured credit facility with Banco Santander S.A. for US$ 100 million. The credit facility charges interest at SOFR plus 2.6% on an annual basis and had a maturity date of April 22, 2025. Upon maturity, the Group settled an outstanding amount of US$ 75 million. The facility was renewed for a further two years at an annual interest rate of SOFR plus 2.5%. The Group drew down US$ 100 million of the renewed credit facility and repaid US$ 65.5 million with US$ 34.5 million outstanding on June 30, 2025.
On October 11, 2023, PFL entered into two standby letters of credit (SBLCs) with Mizuho Bank, Ltd. and Citibank, N.A., each for GBP 11 million (a total of GBP 22 million). The SBLCs charge an annual interest rate of 2.5% and have a maturity date of April 10, 2026. The Group has not drawn down on either SBLC as of June 30, 2025.
On January 31, 2024, PFL entered into two term loans with Mizuho Bank, Ltd. and Citibank, N.A., each for US$ 38 million (a total of US$ 76 million). Both term loans charge interest at SOFR plus 2.5% on an annual basis and each has a maturity date of January 31, 2027. During the period January 1, 2024, to December 31, 2024, the Group drew down US$ 76 million, which remains payable on June 30, 2025.
On March 8, 2024, PFL entered into a revolving credit facility with Banco Santander, S.A. for US$ 25 million. The credit facility charges interest at SOFR plus 2.5% on an annual basis and had a maturity date of March 8, 2025. During the period January 1, 2024, to December 31, 2024, the Group drew down a total of US$ 25 million. The facility was fully settled on maturity with no liability outstanding on June 30, 2025.
On August 21, 2023, Moneda Asset Management (MAM) entered into a working capital facility with Banco de Chile for US$ 5 million. The credit facility charges interest at Tasa Bancária Nominal + 3.60%, per annum and matured on July 21, 2024. The facility was renewed on October 28, 2024, expiring on December 28, 2025, with no drawdowns on the available amount to date.
On December 6, 2024, the Group entered into a revolving credit facility with Mizuho Bank for the value of US$ 50 million. The facility carries interest at SOFR + 2.25% per annum with December 03, 2025, as maturity date. The Group drew down a total of US$ 50 million for the year ended December 31, 2024, which remains payable on June 30, 2025.
27
Confidential
The table below presents the movement in loans for the periods ended June 30, 2025, and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Opening balance at beginning of the reporting period | 227,971 | — | ||||
| Credit facilities incurred | 176,396 | 261,000 | ||||
| Credit facilities acquired through business combination with Nexus | — | 95 | ||||
| Credit facilities repaid | (241,511 | ) | (35,000 | ) | ||
| Debit issuance costs incurred | (508 | ) | (3,636 | ) | ||
| Debit issuance costs amortization | 405 | 2,004 | ||||
| Interest expense accrued | 6,978 | 10,020 | ||||
| Interest repaid | (8,679 | ) | (6,502 | ) | ||
| Currency translation adjustment | (7 | ) | (10 | ) | ||
| Closing balance at the end of the reporting period | 161,045 | 227,971 | ||||
| Current | 85,045 | 78,518 | ||||
| Non-current | 76,000 | 149,453 |
Loans are initially measured at fair value less transaction costs and subsequently measured at amortized cost.
Covenants
According to the terms of the credit agreements, the Group is committed to being compliant with the following financial covenants, on an annual basis:
| (i) | To maintain a<br> Total Debt ¹ to Fee Related Earnings (“FRE”) ² not exceeding 2.5:1.0;<br> and |
|---|---|
| (ii) | To maintain a<br> minimum Assets Under Management (“AUM”) ³ of $ 20,000 million. |
| --- | --- |
¹ Total debt is comprised of all loan facilities from banks.
² FRE is a performance measure used to assess the Group’s ability to generate profits from revenues that are measured and received on a recurring basis. FRE is calculated as management, incentive, and other ancillary fees, net of rebates and related taxes, less personnel and administrative expenses, adjusted for brand amortization, and amortization of placement agents fees, excluding the impacts of equity-based compensation, carried interest allocation, deferred and contingent consideration, transaction costs, and non-recurring expenses. FRE includes base compensation (salaries and wages) in fixed amounts and variable compensation in the form of discretionary cash bonuses, which are awarded based on each individual’s performance upon consideration of a number of qualitative and quantitative factors. Incentive fees are realized performance-based fees earned by certain funds when the returns for such funds surpass the relevant benchmark over a specified time horizon. Such incentive fees are included in FRE because they represent a source of revenues that is measured and received on a recurring basis and is not dependent on realization events from the underlying investments, although the amount of incentive fees may fluctuate based on the performance of the funds relative to the relevant benchmark.
³ AUM refers to the total capital funds managed by the Group plus the investments directly made by others in the invested companies when offered by the Group as co-investments. In general, the Group’s AUM equals the sum of (i) the fair value of the investments of each one of the funds and co-investments; and (ii) unfunded capital, which is the difference between committed and called capital. The Net asset value (“NAV”), equals total assets minus total liabilities. Committed capital corresponds to the amount which investors have agreed to contribute to an investment fund. Called capital corresponds to the portion of the committed capital called by the fund to make investments or cover expenses, such as management fees.
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As of June 30, 2025, and December 31, 2024, the Group was compliant with the stipulated financial covenants as stated above.
Non-financial covenants are monitored by the Group on a regular basis with no non-compliance reported to date.
| 17 | Taxes payable | |||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Taxes on revenues | 1,259 | 2,347 | ||
| Income taxes | 5,600 | 3,642 | ||
| Other taxes payable | 598 | 451 | ||
| Taxes payable | 7,457 | 6,440 | ||
| 18 | Other liabilities | |||
| --- | --- | |||
| June 30, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Suppliers | 34,583 | 41,788 | ||
| Lease liabilities (a) | 5,800 | 3,721 | ||
| Dividends payable (b) | 2,008 | 1,302 | ||
| Other current liabilities | 16 | 9 | ||
| Other current liabilities | 42,407 | 46,820 | ||
| Lease liabilities (a) | 19,866 | 18,717 | ||
| Asset-backed payable (c) | 57,769 | — | ||
| Other non-current liabilities | 373 | 70 | ||
| Other non-current liabilities | 78,008 | 18,787 | ||
| (a) | The Group is<br> the lessee in lease agreements for which the underlying assets are the office spaces located<br> in Bogotá, Edinburgh, Grand Cayman, London, Medellín, Montevideo, New York,<br> Santiago and São Paulo as disclosed in note 21(a). | |||
| --- | --- | |||
| (b) | US$ 1.4 million<br> dividends payable were declared to the previous non-controlling shareholders of VBI but not<br> yet paid. The amount is expected to be settled during the 2025 financial year. | |||
| --- | --- | |||
| (c) | On June 25,<br> 2025, the Group entered into an agreement with Banco Santander selling US$ 65.6 million accounts<br> receivable from PBPE Fund IV at a discounted amount of US$ 58.4 million (refer to note 8(b))<br> and incurred a debt structuring fee of US$ 0.6 million. The selling price of US$ 58.4 million<br> is accounted for at amortized cost and discounted over a two-year period at an effective<br> interest rate of 6.10% per annum with the debt structuring fee to be amortized on a straight-line<br> basis over the same period. | |||
| --- | --- |
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| 19 | Deferred taxes | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Charged)/credited | (Charged)/credited | |||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Temporary differences | December 31, 2023 | to profit or loss | directly to equity / CTA | June 30, 2024 | December 31, 2024 | to profit or loss | directly to equity / CTA | to goodwill (e) | June 30, 2025 | |||||||||||
| Derivative options (a) | 10,643 | — | (1,374 | ) | 9,269 | — | — | — | — | — | ||||||||||
| Employee profit sharing provision and other personnel accruals (b) | 3,249 | (877 | ) | (295 | ) | 2,077 | 6,756 | (2,286 | ) | 685 | — | 5,155 | ||||||||
| Intangible assets from business combinations (e) | 1,818 | 79 | (242 | ) | 1,655 | 1,777 | 11,630 | 1,823 | (58,230 | ) | (43,000 | ) | ||||||||
| Deferred consideration from business combinations | — | 279 | (9 | ) | 270 | 650 | 557 | 115 | — | 1,322 | ||||||||||
| Contingent consideration payable | 639 | 187 | (99 | ) | 727 | 4,818 | — | 649 | — | 5,467 | ||||||||||
| Business combination - Price adjustments | 0 | 2,039 | (172 | ) | 1,867 | — | — | — | — | |||||||||||
| Tax losses (c) | 26 | 161 | 33 | 220 | 1,946 | (3 | ) | 214 | — | 2,157 | ||||||||||
| Tax on Accrual for expenses | 15 | 49 | (4 | ) | 60 | 581 | 55 | 56 | — | 692 | ||||||||||
| Tax depreciation of fixed assets | (305 | ) | 14 | 20 | (271 | ) | (272 | ) | (57 | ) | (22 | ) | — | (351 | ) | |||||
| Deferred tax on performance fees - IFRS 15 | (625 | ) | 386 | 43 | (196 | ) | (52 | ) | — | 26 | — | (26 | ) | |||||||
| Gain from bargain purchase | (107 | ) | 15 | 8 | (84 | ) | (64 | ) | 17 | (4 | ) | — | (51 | ) | ||||||
| Fair value adjustment (d) | (53 | ) | (617 | ) | 3 | (667 | ) | (2,251 | ) | (1,358 | ) | (299 | ) | — | (3,908 | ) | ||||
| Impact of IFRS 16 | 174 | 24 | (27 | ) | 171 | 166 | 130 | 25 | — | 321 | ||||||||||
| Other | (2 | ) | 22 | (1 | ) | 19 | (5 | ) | 45 | 2 | — | 42 | ||||||||
| Net deferred tax balance | 15,472 | 1,761 | (2,116 | ) | 15,117 | 14,050 | 8,730 | 3,270 | (58,230 | ) | (32,180 | ) | ||||||||
| Deferred tax assets | 15,472 | 17,970 | 15,824 | 18,379 | ||||||||||||||||
| Deferred tax liabilities | — | (2,853 | ) | (1,774 | ) | (50,559 | ) | |||||||||||||
| (a) | The temporary<br> difference on derivative options arose from unrealized losses on the VBI put option. The<br> Group exercised its option to acquire the remaining 50% of shares from VBI’s non-controlling<br> interest on August 01, 2024, that resulted in the derecognition of the put option and related<br> deferred tax asset. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (b) | Deferred tax<br> on temporary differences in the provision for employee profit-sharing. | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| (c) | The deferred<br> tax assets are recognized on assessed losses relating to PILTDA, Moneda and Tria. Based on<br> recent financial forecasts, sufficient future taxable income will be available to utilize<br> these assessed losses. | |||||||||||||||||||
| --- | --- |
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| (d) | Fair value<br> adjustments include a US$ 3,634 deferred tax liability arising from unrealized gains and<br> losses recognized on energy trading contracts. On realization, gains and losses on energy<br> trading contracts are considered for current income tax purposes. |
|---|---|
| (e) | A deferred<br> tax liability was recognized on fair value adjustments made to intangible assets acquired<br> through business combinations. The recognition of the deferred tax liability resulted in<br> a corresponding increase in goodwill (refer to note 14). |
| --- | --- |
| 20 | Provisions and contingent liabilities |
| --- | --- |
For the periods covered by these unaudited condensed consolidated interim financial statements, the Group was not directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded relating to any of the matters below.
Tax Matters
| (a) | On December 16,<br> 2019, the Brazilian Federal Revenue Service issued a tax assessment notice against one of<br> the Group’s subsidiaries (Patria Investimentos Ltda.), to demand the collection of<br> Social Integration Program (“PIS”), and Social Security Financing Contribution<br> (“COFINS”), allegedly due on exported financial advice and consultancy services<br> to Patria Finance Limited in 2015 and 2016. An aggravated penalty of 150% was applied in<br> connection with supposed fraud and sham allegation and certain executive directors were also<br> deemed jointly liable in connection with such allegations. The administrative court has not<br> yet issued a final decision regarding this administrative proceeding. As of June 30, 2025,<br> the estimated value involved in this proceeding was US$ 6.5 million (December 31, 2024: US$<br> 5.5 million). With input from the Group’s external counsel, management assessed the<br> risk of loss in this proceeding as possible, and no provision has been recorded. |
|---|---|
| (b) | On December<br> 16, 2019, the Brazilian Federal Revenue Service issued a tax claim against one of the Group’s<br> subsidiaries (Patria Investimentos Ltda.), to demand the collection of social security contributions<br> on profit sharing program payments and signing bonus in 2015 and 2016. The Group filed a<br> defense and a decision by the administrative court is currently pending. As of June 30, 2025,<br> the estimated amount involved in this proceeding was US$ 2.5 million (December 31, 2024:<br> US$ 2.1 million). With input from the Group’s external counsel, management assessed<br> the risk of loss in this proceeding as possible, and no provision has been recorded. |
| --- | --- |
| (c) | On April 02,<br> 2025, Platam Investments Brazil Ltda. (“PLATAM”) received a Notice of Infraction<br> questioning non-payment of ISS. The aggregated amount involved in this proceeding on June<br> 30, 2025, was approximately US$ 1.1 million (December 31, 2024: US$ 1.0 million). The infraction<br> period covers fiscal years 2022 and 2023. With input from the Group’s external counsel,<br> management assessed the risk of loss in this proceeding as possible, and no provision has<br> been recorded. |
| --- | --- |
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Other tax relatedmatters:
In 2024, the Brazilian Federal Revenue Services issued an infraction notice against the administrator of an investment fund managed by the Group’s subsidiary Pátria Investimentos Ltda. According to the Brazilian Federal Revenue Service, the investment structure did not meet the requirements set forth in Law No. 11.312 of June 27, 2006. Since Pátria Investimentos Ltda. was the manager of the fund administered by a third-party company, the Brazilian Federal Revenue Service indicated that Pátria Investimentos Ltda. would be jointly liable, under the terms of Article 124, I, of the National Tax Code. To date, no final decision has been made in the administrative proceeding. The Group notes that the infraction notice does not claim any amounts directly from Pátria Investimentos Ltda., but rather from the administrator of the fund managed by Pátria Investimentos Ltda., which is legally responsible for the withholding income tax liabilities eventually arising from the remittance of income to non-resident investors. The proceeding is under seal. Based on the advice from the Group’s external counsel, management assessed the risk of loss in this proceeding as remote, and no provision has been recorded.
Civil Matters
As of June 30, 2025, The Group is party to four legal proceedings of a civil nature: (i) two collection lawsuits filed by third parties seeking our joint liability for the acts of certain of the Group’s service providers and portfolio companies; (ii) one commercial dispute involving a group of investors seeking indemnification for alleged damages; and (iii) one commercial dispute filed by third parties seeking our joint liability in connection with the termination of a share purchase and sale agreement and other covenants entered into by a portfolio company of one of the funds managed by the Group.
The aggregate estimated amount in connection with these proceedings is approximately US$ 84.7 million (December 31, 2024: US$ 73.1 million). With input from the Group’s external counsel, management assessed the risk of loss in this proceeding as possible, and no provision has been recorded.
Labor Matters
As of June 30, 2025, the Group is party to seven labor-related proceedings in an aggregate amount of US$ 0.9 million (December 31, 2024: US$ 0.2 million). The cases primarily involve labor claims of employees of third-party companies seeking the Group’s joint and several liability for the acts of the Group’s service providers and portfolio companies.
The principal claims involved in these labor suits relate to overtime, salary equalization termination fees, and indemnities based on Brazilian labor laws. With input from the Group’s external counsel, management assessed the risk of loss in this proceeding as possible, and no provision has been recorded.
| 21 | Commitments |
|---|
The Group is subject to commitments which occur in the normal course of business. The Group plans to fund these commitments out of existing facilities and internally generated funds.
| a. | Lease commitments |
|---|
The lease commitments in which the Group is a lessee relate to the leasing of its office spaces located in Bogotá, Edinburgh, Grand Cayman, London, Medellín, Montevideo, New York, Santiago and São Paulo.
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The unaudited condensed consolidated statements disclose the following amounts relating to leases:
Amounts recognized in the unauditedcondensed consolidated statement of financial position
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Right-of-use assets | 33,083 | 29,243 | ||||
| (-) Depreciation of right-of-use assets | (10,812 | ) | (8,204 | ) | ||
| Right-of-use assets | 22,271 | 21,039 | ||||
| Lease liabilities (other current liabilities) | 5,800 | 3,721 | ||||
| Lease liabilities (other non-current liabilities) | 19,866 | 18,717 | ||||
| Lease liabilities | 25,666 | 22,438 |
Amounts recognizedin the unaudited condensed consolidated statement of profit or loss
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Depreciation of right-of-use assets | (1,080) | (824) | (1,901) | (1,585) |
| Interest on lease liabilities | (491) | (358) | (854) | (687) |
Amounts recognizedin the unaudited consolidated statement of cash flows
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest on lease liabilities | (491) | (358) | (854) | (687) |
| Principal paid | (1,049) | (813) | (1,957) | (1,461) |
The following lease movement took place during the six-month period ended June 30, 2025:
| i. | On January 06,<br> 2025, Patria Private Equity (Europe) Limited, as lessee, entered into a lease agreement with<br> Abrdn UK Real Estate Funds ICVC for its investment offices in Edinburgh, Scotland –<br> United Kingdom. The lease is for a period of ten years. |
|---|
Refer to note 31 liquidity risk disclosures for maturity analysis on lease contracts.
Refer to note 32 for disclosures on leases with related parties.
| b. | Consideration payable on acquisition |
|---|
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The following table reflects consideration payable from acquisition transactions.
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Consideration payable on acquisition – GPMS (i) | 28,228 | 20,268 | ||
| Consideration payable on acquisition – Bancolombia | 5,916 | 5,279 | ||
| Consideration payable on acquisition – Igah IV (ii) | 1,143 | 460 | ||
| Consideration payable post acquisition – VBI (iii) | 36,786 | 32,327 | ||
| Consideration payable post acquisition – VBI (iv) | 1,715 | 1,455 | ||
| Contingent consideration payable on acquisition – Kamaroopin | 8,263 | 7,214 | ||
| Contingent consideration payable on acquisition – Nexus (v) | 3,013 | — | ||
| Deferred consideration payable - GPMS (vii) | 7,791 | 6,120 | ||
| Deferred consideration payable - CSHG (vi) | 1,436 | 116 | ||
| Deferred consideration payable - Moneda (viii) | — | 28,747 | ||
| Current liabilities | 94,291 | 101,986 | ||
| Consideration payable on acquisition – Bancolombia | 20,849 | 19,982 | ||
| Consideration payable on acquisition – GPMS | — | 24,299 | ||
| Consideration payable on acquisition – Igah IV (ii) | 1,638 | 2,071 | ||
| Consideration payable post acquisition – VBI (iii) | 20,436 | 31,934 | ||
| Consideration payable post acquisition – VBI (iv) | 1,715 | 1,394 | ||
| Contingent consideration payable on acquisition – GPMS (i) | 29,065 | 25,329 | ||
| Contingent consideration payable on acquisition – Nexus (v) | 2,560 | 6,085 | ||
| Deferred consideration payable – CSHG (vi) | 2,394 | 1,797 | ||
| Deferred consideration payable - GPMS (vii) | — | 6,120 | ||
| Other consideration payable – Nexus (ix) | 2,227 | 2,227 | ||
| Non-current liabilities | 80,884 | 121,238 | ||
| i. | The consideration and contingent<br>consideration payable relate to the carve-out acquisition in Aberdeen Inc. during 2024 (refer to note 30). | |||
| --- | --- | |||
| Ø | The<br> current consideration payable will be settled in April 2026. | |||
| --- | --- | |||
| Ø | The<br> settlement of the contingent consideration payable will take place between thirty-four and<br> thirty-six months after the closing date and the amount to be paid depends on GPMS achieving<br> the revenue targets set. | |||
| --- | --- | |||
| ii. | On December 23, 2024, the Group<br>entered into an agreement acquiring an additional 29.72% investment in Igah IV for R$ 24.3 million (US$ 4.5 million) that will be paid<br>in cash between the years 2024 and 2028 (CDI adjusted). The Group settled R$ 4.1 million (US$ 0.8 million) during December 2024 and R$<br>2.9 million (US$ 0.5 million) on January 31, 2025. | |||
| --- | --- |
The remaining purchase price (CDI adjusted) will be settled in cash as follows:
| Ø | R$<br> 6.7 million (US$ 1.2 million) on February 28, 2026 |
|---|---|
| Ø | R$<br> 6.7 million (US$ 1.2 million) on February 28, 2027 |
| --- | --- |
| Ø | R$<br> 3.9 million (US$ 0.7 million) on February 28, 2028 |
| --- | --- |
| iii. | On August 01, 2024 (closing date),<br>the Group exercised its option to acquire the remaining 50% interest in VBI from non-controlling interest. The option arrangement was<br>put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022<br>(refer note 21(d)). The option arrangement includes the acquisition of 50% common shares and the preferred stock from previous owners<br>of VBI. |
| --- | --- |
The consideration of R$ 404.5 million (US$ 74.1 million as of June 30, 2025) for the 50% common shares of VBI will be settled through cash (R$ 229.2 million or US$ 42.0 million) and the issue of Class A common shares of the Company (R$ 175.3 million or US$ 32.1 million).
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The cash consideration will be settled as follows:
| Ø | R$<br> 22.2 million (US$ 4.1 million) on closing date (amount was paid on August 01, 2024); |
|---|---|
| Ø | R$<br> 98.4 million (US$ 18.0 million) twelve months after closing date; and |
| --- | --- |
| Ø | R$<br> 108.6 million (US$ 19.9 million) twenty-four months after the closing date. |
| --- | --- |
The equity consideration of R$ 175.3 million (US$ 32.1 million) will be settled in two equal tranches during January 2025 and January 2026. On January 17, 2025, the Group issued 1,246,846 Class A common shares of the company (US$ 14.7 million) settling the first tranche.
The preferred stock to the value of R$ 38.7 million (US$ 7.1 million) will be settled in cash over the next two years. The first payment of R$ 3.8 million (US$ 0.7 million) was made on August 01, 2024.
| iv. | The acquisition of CSHG in 2024<br>triggered a R$ 50 million (US$ 9.2 million as of June 30, 2025) price adjustment to the consideration paid for the acquisition of VBI.<br>R$ 25 million (US$ 4.9 million) was paid on April 01, 2024, issuing 337,992 Class A common shares of the Company. The remaining amount<br>of R$ 28.4 million or US$ 5.2 million (R$ 25 million Brazilian Interbank Deposit Rate (“CDI”) adjusted) became due and payable<br>on the finalization of CSHG funds transfer of which R$ 8.3 million (US$ 1.5 million) was settled in cash on August 01, 2024. R$20.1 (US$<br>3.7 million) remains outstanding and will be settled in cash on August 01, 2025 (R$ 9.5 million or US$ 1.7 million) and August 01, 2026<br>(R$ 10.6 million or US$ 1.9 million). |
|---|---|
| v. | The business combination with<br>Nexus includes a contingent consideration recognized at a fair value of US$ 4.4 million. The settlement of the contingent consideration<br>is due by 2027 and is dependent on the business achieving set benchmark fees. |
| --- | --- |
| vi. | The deferred consideration payable<br>is a retention bonus for employees of CSHG and will be settled in the Company’s Class A common shares subject to a vesting period<br>of one to four years. |
| --- | --- |
| vii. | The deferred consideration payable<br>for GPMS relates to commission agreements in place with key management and employees of Aberdeen Inc. who were transferred to GPMS during<br>the carve-out acquisition on April 26, 2024. The consideration payable shall be settled in full by February 2026. |
| --- | --- |
| viii. | On January 31, 2025, the Group<br>settled the deferred consideration payable to Moneda partners with the issuance of 2,423,546 Class A common shares of the Company. |
| --- | --- |
| ix. | Certain long-term investments<br>remained in Nexus during the business combination with the Group. The Group acquired these long-term investments together with a liability<br>to return the funds to the previous owners of Nexus as the investments mature (refer to note 12(b)). |
| --- | --- |
The total cash settlements that took place for the six-month period ended June 30, 2025, and 2024, are as follows:
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| June 30, 2025 | June 30, 2024 | |||
|---|---|---|---|---|
| Deferred consideration payable - GPMS | 3,146 | — | ||
| Consideration payable on acquisition – Igah IV | 493 | — | ||
| Consideration payable on acquisition – GPMS | 20,067 | — | ||
| Consideration payable post acquisition – VBI preference shares | 2,307 | — | ||
| Consideration payable on acquisition – Bari & Move | — | 1,999 | ||
| Consideration payable on acquisition – Kamaroopin | — | 1,016 | ||
| Contingent consideration payable on acquisition – VBI | — | 1,265 | ||
| 26,013 | 4,280 | |||
| c. | SPAC commitment subject to possible redemption | |||
| --- | --- |
The holders of SPAC Class A Ordinary Shares of PLAO have the right to redeem their shares in cash upon the completion of PLAO’s initial business combination. With the 15-month extension approved on June 12, 2024, the holders of shares redeemed 12,339,057 shares (refer note 5 (f) and note 12(a)).
The Group accounts for the SPAC Class A Ordinary Shares subject to redemption as a financial liability measured at amortized cost which as of June 30, 2025, was US$ 55,585 (December 31, 2024: US$ 54,053). The instrument was initially recognized at fair value, net of the corresponding eligible transaction costs. The warrant component issued to the shareholders of PLAO is separately accounted for as derivatives and measured at fair value with the change in fair value recorded in the condensed consolidated statement of profit or loss (refer to note 12(c) and note 27).
Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the SPAC’s IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the SPAC’s Class A Ordinary Shares and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the SPAC’s Class A Ordinary Shares were charged against the carrying value of SPAC’s Class A Ordinary Shares to subsequently accrete the SPAC’s Class A Ordinary Shares to redemption value. Transaction costs include US$ 4.6 million in upfront underwriting commissions deducted from the SPAC’s IPO proceeds and US$16.8 million in other offering costs which were expensed ($6.2 million and $10.3 million for the years ending December 31, 2023, and 2022, respectively, with no expense in 2024 and 2025).
The SPAC is subject to laws and regulations enacted by national, regional and local governments. It is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on the business, including the ability to negotiate and complete an initial business combination, and results of operations.
Movements during the period on the Group’s commitment subject to possible redemption are detailed below. Movements of the SPAC’s IPO initial costs and interest earned represent a non-cash charge against commitments subject to redemption and have no impact on the Group’s consolidated statement of cash flows during the period which will be settled upon any redemptions:
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| Commitment subject to possible redemption | ||
|---|---|---|
| Balance on December 31, 2023 | 187,356 | |
| Interest earned on trust account | 4,690 | |
| Deposits | 1,568 | |
| Redemptions | (141,301 | ) |
| Balance on June 30, 2024 | 52,313 | |
| Balance on December 31, 2024 | 54,053 | |
| Interest earned on trust account | 1,123 | |
| Deposits | 409 | |
| Balance on June 30, 2025 | 55,585 | |
| d. | Gross obligation under put option | |
| --- | --- | |
| i. | VBI – Option arrangements | |
| --- | --- |
The business combination concluded on July 1, 2022, included VBI Option arrangements with the non-controlling shareholders of VBI. The Group exercised its call option on August 01, 2024, that resulted in the derecognition of the gross obligation under put option.
| ii. | Igah GP IV – Option arrangements |
|---|
The business combination with Igah GP IV concluded on November 30, 2022, included Igah Option arrangements with the selling shareholders of Igah GP IV.
The Group increased its stake in Igah GP IV on December 23, 2024, that resulted in partial derecognition of the gross obligation. The option to exercise the remaining portion of the call option was extended to take place between November 2025 and November 2027.
| iii. | Tria – Option arrangements |
|---|
The business combination with Tria, concluded on April 2, 2024, includes option arrangements with the non-controlling shareholders of Tria. The Tria put options can be individually exercised by each non-controlling shareholder, being (i) December 31, 2029; (ii) December 31, 2030; or (iii) December 31, 2031, the "Base Date" and each April 1st up to 30th of the years between 2029, 2030 or 2031 the "Option Window". If the Tria put options are not exercised during the option window, the Group may exercise the Tria call options in the month of May immediately after the end of each Tria put option window.
The fair value of the put options was determined using a Monte Carlo simulation that is based on guidelines from “The Appraisal Foundation”. The methodology assumes that the value of the share follows the stochastic process defined as Brownian geometric motion. The assumptions for the simulation are the volatility of the variable in question, the risk-free discount rate and the time remaining until maturity.
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Movements during the period on the Group’s gross obligation under the VBI, Igah and Tria put options are detailed below.
| Notes | VBI | Igah IV | Tria | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance on December 31, 2024 | — | 2,503 | 15,755 | 18,258 | |||||||||
| Cumulative translation adjustment | — | (879 | ) | 2,630 | 1,748 | ||||||||
| Transfers | — | (737 | ) | — | (737 | ) | |||||||
| Additions | 257 | — | 2,156 | 2,416 | |||||||||
| Gross obligation adjustments | 27(b) | (257 | ) | 1,187 | 1,004 | 1,934 | |||||||
| Balance on June 30, 2025 | — | 2,074 | 21,545 | 23,619 | |||||||||
| Balance on December 31, 2023 | 81,588 | 11,338 | — | 92,926 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Cumulative translation adjustment | (10,782 | ) | (624 | ) | (1,574 | ) | (12,980 | ) | |||||
| Gross obligation recognized | — | — | 17,117 | 17,117 | |||||||||
| Gross obligation adjustments | 27(b) | (972 | ) | 353 | — | (619 | ) | ||||||
| Balance on June 30, 2024 | 69,834 | 11,067 | 15,543 | 96,444 | |||||||||
| 22 | Net revenue from services | ||||||||||||
| --- | --- | ||||||||||||
| Three-month periods ended June 30, | Six-month periods ended June 30, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| Net revenue from management fees | 77,922 | 70,521 | 154,497 | 133,179 | |||||||||
| Net revenue from incentive fees | 2,291 | 1,325 | 2,555 | 1,271 | |||||||||
| Net revenue from performance fees | — | — | 767 | — | |||||||||
| Net fund fees | 80,213 | 71,846 | 157,819 | 134,450 | |||||||||
| Net revenue from advisory and other ancillary fees | 2,309 | 3,153 | 4,270 | 4,457 | |||||||||
| Net revenue from services | 82,522 | 74,999 | 162,089 | 138,907 | |||||||||
| The following is a breakdown of net revenue by region (a): | |||||||||||||
| Brazil | 15,417 | 14,148 | 28,740 | 26,415 | |||||||||
| Cayman Islands | 34,095 | 35,630 | 67,821 | 69,797 | |||||||||
| Chile | 8,537 | 12,344 | 16,738 | 24,840 | |||||||||
| Colombia | 4,237 | 3,089 | 8,331 | 6,138 | |||||||||
| United Kingdom | 18,644 | 8,405 | 37,051 | 9,137 | |||||||||
| United States of America | 740 | 758 | 1,758 | 1,401 | |||||||||
| Uruguay | 852 | 625 | 1,650 | 1,179 | |||||||||
| Net revenue from services | 82,522 | 74,999 | 162,089 | 138,907 | |||||||||
| (a) | Disclosure<br> of revenue by geographic location is based on the registered domicile of the manager receiving<br> fees. The investment funds managed by the Group attract and retain many global investors<br> that represent the Group's portfolio of clients. None of the Group's individual clients represents<br> more than 10% of the total revenues for the periods presented. | ||||||||||||
| --- | --- | ||||||||||||
| 23 | Personnel expenses and carried interest allocation | ||||||||||||
| --- | --- | ||||||||||||
| Three-month periods ended June 30, | Six-month periods ended June 30, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| Salaries and wages | (13,997 | ) | (11,534 | ) | (27,844 | ) | (21,639 | ) | |||||
| Rewards and bonuses | (7,465 | ) | (7,528 | ) | (13,157 | ) | (11,441 | ) | |||||
| Restructuring costs – personnel | (2,962 | ) | (650 | ) | (4,105 | ) | (1,178 | ) | |||||
| Share based incentive plan (refer to note 29(d)) | (3,856 | ) | (5,689 | ) | (7,439 | ) | (6,137 | ) | |||||
| Social security contributions and payroll taxes | (2,122 | ) | (1,868 | ) | (4,312 | ) | (3,308 | ) | |||||
| Strategic Bonus | (202 | ) | (196 | ) | (401 | ) | (402 | ) | |||||
| Other short-term benefits | (2,478 | ) | (2,083 | ) | (4,892 | ) | (3,888 | ) | |||||
| Personnel expenses | (33,082 | ) | (29,548 | ) | (62,150 | ) | (47,993 | ) | |||||
| Carried interest allocation (a) | (897 | ) | — | (897 | ) | — |
38
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| (a) | Carried interest<br> allocation refers to the Group’s employees’ right to up to 35% of the performance<br> fees recognized from certain investments funds. The Group settled US$ 18.7 million in carried<br> interest payable on June 4, 2025, issuing 1,377,266 Class A common shares of the Company<br> (US$ 18.5 million) and paying US$ 0.2 million in cash. As of June 30, 2025, US$<br> 17.0 million (US$ 11.6 million as current and US$ 5.4 million as non-current) (December 31,<br> 2024: US$ 37.3 million with US$ 31.9 million as current and US$ 5.4 million as non-current)<br> remains payable primarily related to performance fees recognized from investment funds. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 24 | Amortization of intangible assets | |||||||||||
| --- | --- | |||||||||||
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Amortization of non-contractual customer relationships | (2,703 | ) | (3,370 | ) | (6,921 | ) | (6,578 | ) | ||||
| Amortization of contractual rights | (4,002 | ) | (1,359 | ) | (7,285 | ) | (2,228 | ) | ||||
| Amortization of placement agents’ fees | (679 | ) | (631 | ) | (1,339 | ) | (1,292 | ) | ||||
| Amortization of brands | (924 | ) | (756 | ) | (1,834 | ) | (1,755 | ) | ||||
| Amortization of software | (460 | ) | (287 | ) | (893 | ) | (594 | ) | ||||
| Amortization of non-competes | (456 | ) | — | (888 | ) | — | ||||||
| Amortization of intangible assets (refer to note 14) | (9,224 | ) | (6,403 | ) | (19,160 | ) | (12,447 | ) | ||||
| 25 | General and Administrative expenses | |||||||||||
| --- | --- | |||||||||||
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Depreciation of property and equipment | (507 | ) | (443 | ) | (982 | ) | (874 | ) | ||||
| Depreciation of right-of-use assets | (1,080 | ) | (824 | ) | (1,901 | ) | (1,585 | ) | ||||
| Insurance | (173 | ) | (223 | ) | (359 | ) | (419 | ) | ||||
| IT and telecom services | (1,121 | ) | (1,931 | ) | (2,826 | ) | (3,353 | ) | ||||
| Marketing and events | (1,070 | ) | (891 | ) | (2,038 | ) | (1,659 | ) | ||||
| Materials and supplies | (140 | ) | (109 | ) | (243 | ) | (213 | ) | ||||
| Occupancy expenses | (544 | ) | (436 | ) | (1,241 | ) | (653 | ) | ||||
| Professional services | (4,486 | ) | (3,786 | ) | (9,479 | ) | (7,414 | ) | ||||
| Professional services - SPAC | (82 | ) | (245 | ) | (340 | ) | (551 | ) | ||||
| Taxes and contributions | (174 | ) | (280 | ) | (405 | ) | (448 | ) | ||||
| Travel expenses | (1,529 | ) | (1,473 | ) | (2,665 | ) | (2,331 | ) | ||||
| Other administrative expenses | (777 | ) | (559 | ) | (1,249 | ) | (890 | ) | ||||
| General and Administrative expenses | (11,683 | ) | (11,200 | ) | (23,728 | ) | (20,390 | ) | ||||
| 26 | Other income/(expenses) | |||||||||||
| --- | --- | |||||||||||
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Energy trading contracts – net realized gains | 227 | — | 2,100 | — | ||||||||
| Energy trading contracts – unrealized fair value adjustments | 1,763 | 1,890 | 3,928 | 1,890 | ||||||||
| Integration costs | (376 | ) | (2,829 | ) | (2,468 | ) | (3,438 | ) | ||||
| Transaction costs | (1,214 | ) | (3,982 | ) | (1,633 | ) | (4,700 | ) | ||||
| Other | (896 | ) | (5,329 | ) | (670 | ) | (5,968 | ) | ||||
| Other income/(expenses) | (496 | ) | (10,250 | ) | 1,257 | (12,216 | ) |
39
Confidential
| 27 | Finance income & Finance expenses | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Finance income | ||||||||||||
| Financial investment income | 943 | 511 | 1,433 | 1,012 | ||||||||
| Foreign exchange gains | 238 | — | 453 | — | ||||||||
| Gross obligation adjustments (b) | — | 3,374 | — | 619 | ||||||||
| Realized gains from long-term investments | — | 35 | 20 | 109 | ||||||||
| Unrealized gain on warrant liability | — | 620 | — | — | ||||||||
| Unrealized gain on asset-linked receivable (a) | — | 2,947 | 3,053 | 7,314 | ||||||||
| Total finance income | 1,181 | 7,487 | 4,959 | 9,054 | ||||||||
| Finance expenses | ||||||||||||
| Commission and brokerage expenses | (452 | ) | (412 | ) | (998 | ) | (729 | ) | ||||
| Consideration payable adjustments (b) | (4,667 | ) | (7,679 | ) | (6,332 | ) | (9,944 | ) | ||||
| Foreign exchange losses | (609 | ) | (774 | ) | (1,055 | ) | (1,025 | ) | ||||
| Gross obligation adjustments (b) | (831 | ) | — | (1,934 | ) | — | ||||||
| Interest on lease liabilities | (491 | ) | (358 | ) | (854 | ) | (687 | ) | ||||
| Interest on loans (refer to note 16) | (3,496 | ) | (2,900 | ) | (6,978 | ) | (3,351 | ) | ||||
| Interest on accounts receivable (c) | — | — | (3,086 | ) | — | |||||||
| Unrealized losses on long-term investments | (1,330 | ) | (5,874 | ) | (6,337 | ) | (8,944 | ) | ||||
| Unrealized gain on warrant liability | — | — | (1,102 | ) | (160 | ) | ||||||
| Unrealized losses on other derivative financial instruments | — | — | (929 | ) | — | |||||||
| Realized losses on forward | — | — | — | (302 | ) | |||||||
| Other financial expenses | (405 | ) | (336 | ) | (1,380 | ) | (345 | ) | ||||
| Total finance expenses | (12,281 | ) | (18,333 | ) | (30,985 | ) | (25,487 | ) | ||||
| Net finance income/(expenses) | (11,100 | ) | (10,846 | ) | (26,026 | ) | (16,433 | ) |
40
Confidential
| (a) | The unrealized<br> gain is linked to the movement in Lavoro Agro Limited share price – refer to note 12(b)<br> for details. |
|---|---|
| (b) | Measurement<br> of the present value of acquisition considerations payable, fair value adjustments of contingent<br> considerations (refer to note 21 (b)) and gross obligations under put option (refer to note<br> 21(d)) for acquired businesses, are included under other income/(expenses) based on its correlation<br> with the Groups’ expansion strategy through acquisition activity. The six-month period<br> ended June 30, 2025, and 2024 relates to the impact from unwinding the discount related to<br> the time value of money, reflecting the change in the carrying value of the payables that<br> is attributable to the passage of time and decrease in the effective yield. |
| --- | --- |
| (c) | Interest on<br> accounts receivable represents an adjustment to accounts receivable balances on June 30,<br> 2025, to reflect the present value of future cash collections. |
| --- | --- |
| 28 | Income taxes expenses **** |
| --- | --- |
As an entity headquartered in the Cayman Islands, the Company is subject to a tax neutral regime whereas subsidiaries of the Group headquartered in Brazil, Colombia, Chile, the United Kingdom, the United States of America, and Hong Kong are subject to income taxes as set out by local tax laws.
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of income tax | 2025 | 2024 | 2025 | 2024 | ||||||||
| Income before income taxes | 14,950 | 3,163 | 29,554 | 23,236 | ||||||||
| Impact of difference in tax rates of foreign subsidiaries | (2,629 | ) | (629 | ) | (10,142 | ) | (4,849 | ) | ||||
| Other | 1,800 | — | 11,267 | — | ||||||||
| Total income taxes (a) | (829 | ) | (629 | ) | 1,125 | (4,849 | ) | |||||
| Current | (3,410 | ) | (3,183 | ) | (7,605 | ) | (6,610 | ) | ||||
| Deferred (b) | 2,581 | 2,554 | 8,730 | 1,761 | ||||||||
| Effective tax rate | (5.5 | %) | (19.9 | %) | 3.8 | % | (20.9 | %) | ||||
| (a) | No amounts<br> related to income taxes have been recognized directly in equity. | |||||||||||
| --- | --- | |||||||||||
| (b) | Refer to note<br> 19 for a breakdown in deferred tax movements for the six-month periods ended June 30, 2025,<br> and June 30, 2024. | |||||||||||
| --- | --- |
41
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InternationalTax Reform – Pillar Two
The International Tax Reform - Pillar Two Model Rules, also referred to as the "Global Anti-Base Erosion" or "GloBE" Rules, was released by the Organization for Economic Co-operation and Development (OECD) on December 20, 2021. Delegates from all Inclusive Framework (IF) member jurisdictions developed the rules, and over 135 jurisdictions agreed to update the international tax system, considering it was no longer fit for purpose in a globalized and digitalized economy.
Pillar Two Rules aim to ensure that large multinational enterprises with consolidated revenues of EUR 750 million or more in at least two of the last four years pay a minimum effective corporate tax rate of 15% on income arising in each jurisdiction with revenue-generating activities. The means by which GloBE must be incorporated into domestic law is determined by each implementing jurisdiction.
For the period ending June 30, 2025, the Group has not incurred any top-up tax, considering it did not meet the requirements to be classified as a large multinational enterprise. The global revenues accounted for under IFRS have not exceeded EUR 750 million in at least two of the last four years, and the Group also does not expect to exceed the mentioned threshold in the 2025 financial year.
Furthermore, the Group operates in multiple jurisdictions (Uruguay, Brazil, Cayman Islands, Chile, Colombia, Argentina, Hong Kong, the United States of America, and the United Kingdom), and the application of the Pillar Two rules requires jurisdictions to enact legislation to apply the Pillar Two rules.
Transfer pricingand related tax considerations
All the jurisdictions in which the Group operate have enacted rules on transfer pricing that require intragroup transactions to be conducted on arm’s-length terms. Brazil did not comprehensively adopt the arm’s length terms until December 28, 2022, when Provisional Measure No. 1,152/2022, later converted into Law No. 14,596/2023, was enacted to adapt the Brazilian transfer pricing rules to fully adopt the arm’s length standard. These provisions became effective as of January 2024 and adopted by the Group.
The Group regularly obtains advice regarding, inter alia, transfer pricing from external tax advisors to ensure that transactions conducted between and among subsidiaries, including, but not limited to, provision of marketing, investor relations, investment advisory and business support services, are made on a commercial basis and consistent with the arm’s length principle as set forth under the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-Operation and Development (the “OECD Guidelines”), as well as local legislation of the entities involved in the controlled transactions.
| 29 | Equity |
|---|
42
Confidential
| (a) | Capital |
|---|
The Company’s Memorandum and Articles of Association (“Articles of Association”) authorizes the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (i) 500,000,000 are designated as Class A common shares, (ii) 250,000,000 are designated as Class B common shares, and (iii) 250,000,000 are undesignated and may be issued as common shares or shares with preferred rights. Class B common shares are entitled to 10 votes per share and Class A common shares are entitled to one vote per share.
The Company currently has a total of 159,466,996 common shares issued and outstanding, of which 66,521,566 are Class A common shares and 92,945,430 are Class B common shares.
Conversion
The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into the same quantity of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether for value or no value, except for certain transfers described in the Articles of Association. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total number of shares outstanding.
Restrictionson transfer
As part of the Moneda business combination, Moneda’s former partners have entered into a Moneda Lock-Up Agreement restricting them from selling any shares held by them, disclosing their intention to sell any shares held by them, converting Class B common shares into Class A common shares, entering into any derivative transactions or making any demand for the registration of any shares held by them. These restrictions are in place from the fifth anniversary of the Moneda acquisition's closing date (December 01, 2021) until the earlier of (a) the Moneda former partner's termination of employment with the Group or its affiliates, and (b) the 60th day after the expiration of the relevant tax statute of limitations for 50% of the relevant collateral shares.
As of June 30, 2025, and December 31, 2024, the issued share capital was distributed as follows:
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Shares | Capital (US) | Shares | Capital (US) | |||
| Total | 159,466,996 | 153,586,168 | ||||
| Class A | 66,521,566 | 60,640,738 | ||||
| Class B | 92,945,430 | 92,945,430 |
All values are in US Dollars.
| (b) | Additional paid-in capital |
|---|
The Additional Paid-in Capital amounts recorded as of June 30, 2025, and December 31, 2024, are presented below:
43
Confidential
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Class A | 461,153 | 389,497 | ||||
| Class B | 186,101 | 186,101 | ||||
| Gross total | 647,254 | 575,598 | ||||
| Utilized for dividends declared (refer to note 29(c)) | (67,145 | ) | (48,359 | ) | ||
| Net additional paid-in capital | 580,109 | 527,239 |
The movements in additional paid-in capital for the six-month period ended June 30, 2025, are summarized below:
| i. | On January<br> 17, 2025, the Company issued 1,246,846 Class A common shares of the Company (US$ 14.7 million)<br> to VBI’s previous owners as part settlement of the VBI option exercise. |
|---|---|
| ii. | On January<br> 31, 2025, the Company issued 2,423,546 Class A common shares of the Company (US$ 28.7 million)<br> settling the second and final tranche of the Moneda deferred consideration. |
| --- | --- |
| iii. | On February<br> 28, 2025, the Company issued 812,702 Class A common shares of the Company (US$ 9.5 million)<br> settling bonuses of employees and key management as part of the 2024 bonus share plan. |
| --- | --- |
| iv. | On June<br> 4, 2025, the Company issued 1,377,266 Class A common shares of the Company (US$ 18.5 million)<br> as part settlement of carried interest payable. |
| --- | --- |
| v. | For the<br> six-month period ended June 30, 2025, the Company issued 20,468 Class A common shares of<br> the Company (US$ 0.2 million) as compensation for Grant C restricted stock units that vested<br> – refer to note 29(d). |
| --- | --- |
| (c) | Dividends |
| --- | --- |
Dividends are declared and paid to the Company’s shareholders quarterly deploying accumulated retained earnings. The current year’s dividends declared to date resulted in a depletion of available retained earnings, however, under Cayman Law, dividends may also be distributed out of additional paid-in capital. As a result, additional paid-in capital to the value of US$ 18,786 (December 31, 2024: US$ 48,359) was deployed to fund the short-fall in accumulated retained earnings. The Group remains in a position to pay its debts as they fall due in the ordinary course of business.
44
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Dividends declared and paid by the Group to the Company’s shareholders for the six-month periods ended June 30, 2025, and 2024 were as follows:
| Shareholder | June 30, 2025 | June 30, 2024 | ||||
|---|---|---|---|---|---|---|
| US | US | |||||
| Class A | 19,610 | 33,266 | ||||
| Class B | 27,691 | 53,206 | ||||
| Total | 47,301 | 86,472 |
All values are in US Dollars.
| (d) | Share based incentive plans |
|---|
The equity incentive programs under the long-term incentive plan (“LTIP”) are restricted share plans in which eligible participants include members of the Group’s management and its employees. Beneficiaries under the equity incentive programs are granted rights to shares based on certain criteria (time and performance vesting conditions). The final eligibility of any beneficiary to participate in the LTIP is determined by the LTIP Committee.
The LTIP was approved and launched on November 28, 2022. From 2022 going forward a maximum of 600,000 shares can be granted from the LTIP. As of December 31, 2024, Grants A and B disclosed below have been granted from the LTIP.
A new LTIP was approved and launched on February 26, 2024. From 2024 going forward, a maximum of 5,380,000 shares can be granted from the LTIP. As of June 30, 2025, Grant C and Matching program disclosed below have been granted from the LTIP.
Grant A
Grant A was provided to eligible participants commencing from January 2022 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant A shall not exceed 101,408 (84,506 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant A and the remaining 16,902 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Grant B
Grant B was provided to eligible participants commencing from January 2023 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant B shall not exceed 357,132 (297,610 PSUs were granted to eligible participants under Grant B and the remaining 59,522 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Grant C
Grant C was provided to eligible participants commencing from June 2024 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant C shall not exceed 3,387,278. PSUs totaling 2,822,732 were granted to eligible participants under Grant C, and the remaining 564,546 PSUs may be issued in the future, subject to the boost grant requirements being met. 543,953 Restricted Stock Units (“RSUs”) were also issued where eligible participants are required to remain in service for a specified period with no performance condition attached to the RSUs.
45
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Grant D
Grant D was provided to eligible participants commencing from January 2025 in accordance with the terms of the LTIP.
The defined maximum number of shares under Grant D shall not exceed 2,355,934 (1,963,278 PSUs were granted to eligible participants under Grant D and the remaining 392,656 PSUs may be issued in the future, subject to the boost grant requirements being met.)
Matching program
The Matching program was provided to eligible participants commencing from February 2024 in accordance with the terms of the LTIP.
The defined maximum number of shares under the Matching program for 2024 shall not exceed 924,008 RSUs which were all granted.
The defined maximum number of shares under the Matching program for 2025 shall not exceed 1,224,178 RSUs which were all granted.
IPO Grant
The IPO Grant was subject to the completion of the IPO registration and approved by the board of director’s meeting on May 19, 2021, and is closed to new participants. The IPO grant mirrors the vesting conditions of Grant A, excluding the commencement date and share price on grant date used for measuring achievement of time and vesting conditions.
The defined maximum number of shares under the IPO grant shall not exceed 410,115 (289,183 PSUs were granted and the remaining 120,932 PSU might be issued subject to the boost grant requirements being met).
The table below reflects the share plan activity for the periods ended June 30, 2025, and December 31, 2024:
| IPO Grant | Grant A | Grant B | Grant C | Grant D | Grant C | Matching programs | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of PSUs (in thousands) | Number of RSUs (in thousands) | |||||||||||||||||||
| Outstanding, December 31, 2023 | 131 | 85 | 297 | — | — | — | — | |||||||||||||
| Granted | — | — | — | 2,823 | — | 544 | 924 | |||||||||||||
| Forfeited | (26 | ) | (20 | ) | (37 | ) | (38 | ) | — | — | (16 | ) | ||||||||
| Outstanding, December 31, 2024 | 105 | 65 | 260 | 2,785 | — | 544 | 908 | |||||||||||||
| Granted | — | — | — | — | 1,963 | — | 1,224 | |||||||||||||
| Vested | — | — | — | — | — | (61 | ) | — | ||||||||||||
| Forfeited | — | — | — | — | — | — | — | |||||||||||||
| Outstanding, June 30, 2025 | 105 | 65 | 260 | 2,785 | 1,963 | 483 | 2,132 |
46
Confidential
61,404 Grant C RSU’s vested for the six-month period ended June 30, 2025. The Group issued Class A common shares of the Company as compensation for 20,468 units with the remaining settlement to take place in due course. The intention of the Committee as of June 30, 2025, is to settle any future vesting through delivery of Class A common shares of the Company to participants.
Refer to note 23 for expenses incurred for the six-month periods ended June 30, 2025, and 2024.
| LTIP | Grant date | Weighted-average fair value |
|---|---|---|
| IPO grant | January 22, 2021 | US$ 15.95 |
| Grant A | December 1, 2022 | US$ 9.15 |
| Grant B | January 22, 2023 | US$ 10.76 |
| Grant C - PSU | January 19, 2024 | US$ 9.82 |
| Grant C - RSU | June 30, 2024 | US$ 12.06 |
| Grant D - PSU | January 22, 2025 | US$ 7.51 |
| Matching program | February 28, 2024 | US$ 14.89 |
| Matching program | February 28, 2025 | US$ 9.12 |
The original weighted-average fair value of PSU and RSU shares was determined on the grant date and calculated based on a Monte Carlo simulation, which incorporates the effects of the performance conditions on the fair value. Dividends were not considered separately in the model since the participants are compensated with more shares when dividends are distributed during the vesting period and because the Total Shareholder Return (“TSR”) performance condition already considers dividends distributed as part of the calculation.
Reconciliation of the capital reserves account:
| Description | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Opening balance – January 01 | 22,041 | 2,960 | |||
| Share based incentive plan expense (Refer to note 23) | 7,439 | 6,137 | |||
| Bonus share plan settled | (11,627 | ) | — | ||
| Shares vested | (235 | ) | — | ||
| Closing balance – June 30 | 17,618 | 9,097 | |||
| (e) | Earnings per share (basic and diluted) | ||||
| --- | --- |
Basic earnings per share have been calculated based on the Group’s consolidated net income attributable to the holders of the Company’s common shares for the six-month period ended June 30, 2025.
Share transactionsthat affected basic earnings per share
Moneda deferredconsideration
On January 29, 2025, an amendment to the Moneda share purchase agreement was executed with Moneda’s former partners who are currently employees of the Group to settle the second installment of deferred consideration with equity through issuance of the Company’s Class A common shares (refer to note 21(b)(i)). On January 31, 2025, 2,423,546 Class A common shares were issued. The
47
Confidential
weighted average impact of the issuance (approximately 2,049,000 shares) has been included in the basic earnings per share for the six-month period ended June 30, 2025.
Employee-profitsharing
Certain employees received their profit sharing awards for the year ending December 31, 2024, in the form of Class A common shares of the Company. As the shares vested on receipt of the equity compensation, settled on February 28, 2025, the weighted average impact of the issuance (approximately 552,000 shares) has been included in the basic earnings per share for the six-month period ended June 30, 2025.
VBI call optionexercised
On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022. The option arrangement includes the acquisition of 50% common shares and the preferred stocks from previous owners of VBI with the purchase consideration that includes an equity settlement of R$ 175.3 million (approximately US$ 32 million) that will be settled with the issuance of Class A common shares of the Company in two equal tranches during January 2025 and January 2026. The 2025 tranche was settled on January 17, 2025, and the weighted average impact of approximately 1,247,000 shares has been included in the basic earnings per share for the six-month period ended June 30, 2025.
For the second tranche to be settled in 2026, except for the passage of time, no vesting conditions are linked to the issue of shares. The weighted average impact of approximately 1,148,000 shares has been included in the basic earnings per share below for the six-month period ended June 30, 2025.
Vesting of GrantC restricted stock units
On January 19, 2025, 61,404 Grant C restricted stock units vested and will be settled issuing Class A common shares of the company. The weighted average impact of the vested shares (approximately 55,000 shares) has been included in the basic earnings per share for the six-month period ended June 30, 2025.
Carry bonus
On June 4, 2025, the Company issued 1,377,266 Class A common shares as partial settlement of carried interest payable. The weighted average impact of the issuance (approximately 205,000 shares) has been included in the basic earnings per share for the six-month period ended June 30, 2025.
Potential sharetransactions considered for diluted earnings per share
Share basedincentive plans
48
Confidential
The dilutive effect of the equity incentive programs is dependent on whether vesting conditions are deemed to be met on the reporting date. As of June 30, 2025, and December 31, 2024, the TSR performance conditions were not met. Equity incentive programs with vesting conditions could potentially dilute basic earnings per share in future.
The weighted average impact of share-based incentive plans without performance conditions (RSU shares) was included as part of calculated diluted earnings per share for the six-month period ended June 30, 2025 (approximately 651,000 shares).
Igah
The impact from Igah Option arrangements to be settled in Class A common shares of the Company was excluded from the calculated diluted earnings per share as call options will always have an anti-dilutive effect.
CSHG deferredconsideration – with vesting requirements
Key employees of the acquired CSHG funds will be compensated through the issuance of Class A common shares of the Company as part of the business combination between the Group and Credit Suisse. The total future compensation of approximately US$ 9.5 million is subject to a vesting period of between one to five years. The weighted average number of potential shares to be issued in future, if vesting conditions are met, was included in the calculation of diluted earnings per share for the six-month period ended June 30, 2025 (approximately 221,000 shares).
There are no further outstanding financial instruments or agreements convertible into potentially dilutive common shares for the period ended June 30, 2025.
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income for the period attributable to the Owners of the Company | 12,851 | 706 | 28,515 | 16,155 | ||||
| Basic weighted average number of shares | 159,689,104 | 151,442,023 | 158,844,076 | 150,934,996 | ||||
| Basic earnings per share | 0.08048 | 0.00466 | 0.17952 | 0.10703 | ||||
| Diluted weighted average number of shares | 160,676,341 | 153,371,935 | 160,350,958 | 152,336,552 | ||||
| Diluted earnings per share | 0.07998 | 0.00460 | 0.17783 | 0.10605 | ||||
| (f) | Cumulative Translation Adjustments | |||||||
| --- | --- |
The Company translates the financial information of its subsidiaries from their functional currency to U.S. dollars, which is the Company's and the Group's presentation currency. The effects of the translation are accounted for and presented on Equity under the caption "Cumulative Translation Adjustments".
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| (g) | Non-controlling interests (“NCI”) |
|---|
As of June 30, 2025, the Group had five subsidiaries with non-controlling interests as per the table below.
| Equity | Income / (loss) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For periods ended | Six-month periods ended June 30, | ||||||||||||
| Non-controlling interest | Interest | June 30, 2025 | December 31, 2024 | 2025 | 2024 | ||||||||
| VBI Real Estate | 0.0 | % | — | — | — | 1,247 | |||||||
| Patria Asset Management | 49.26 | % | 16,873 | 17,076 | 1,069 | 677 | |||||||
| Tria | 41.18 | % | (3,583 | ) | (7,523 | ) | 1,041 | 308 | |||||
| Patria Real Estate Latam* | 1.10 | % | 80 | 70 | 18 | — | |||||||
| PEVC I General Partner IV* | 42.92 | % | 64 | 28 | 36 | — | |||||||
| SH Manco Holding* | 25.00 | % | 230 | 203 | — | — | |||||||
| 13,664 | 9,854 | 2,164 | 2,232 |
*Due to the immaterial values attributable to the non-controlling interest in these subsidiaries, no additional information is disclosed in these unaudited condensed consolidated interim financial statements.
Set below is summarized financial information for subsidiaries that have material non-controlling interests. The amounts disclosed are before inter-company eliminations.
Unaudited CondensedConsolidated Statement of Financial Position
| Tria | Patria Asset Management | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | **** | December 31, 2024 | **** | June 30, 2025 | **** | December 31, 2024 | **** | |
| Current assets | 91,448 | 50,133 | 8,723 | 10,651 | ||||
| Current liabilities | (65,889 | ) | (34,731 | ) | (3,165 | ) | (4,644 | ) |
| Current net assets | 25,559 | 15,402 | 5,558 | 6,007 | ||||
| Non-current assets | 19,407 | 7,990 | 17,500 | 17,207 | ||||
| Non-current liabilities | (15,216 | ) | (4,100 | ) | (897 | ) | (707 | ) |
| Non-current net assets | 4,191 | 3,890 | 16,603 | 16,500 | ||||
| Net assets | 29,750 | 19,292 | 22,161 | 22,507 |
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Unaudited Condensed ConsolidatedStatement of profit or loss – June 2025
| Tria | Patria Asset Management | |||||
|---|---|---|---|---|---|---|
| Net revenue from services | — | 6,070 | ||||
| Personnel expenses | (996 | ) | (2,332 | ) | ||
| Amortization of intangible assets | (44 | ) | — | |||
| General and administrative expenses | (235 | ) | (811 | ) | ||
| Other income/(expenses) | 5,881 | (74 | ) | |||
| Net financial income/(expenses) | (308 | ) | (56 | ) | ||
| Income before income tax | 4,298 | 2,797 | ||||
| Income taxes | (1,459 | ) | (760 | ) | ||
| Current | (94 | ) | (775 | ) | ||
| Deferred | (1,365 | ) | 15 | |||
| Net income for the period | 2,839 | 2,037 | ||||
| Net income attributable to NCI | 1,041 | 1,069 |
Unaudited Condensed ConsolidatedStatement of profit or loss – June 2024
| Tria | Patria Asset Management | VBI | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net revenue from services | — | 6,138 | 8,456 | ||||||
| Personnel expenses | (461 | ) | (3,171 | ) | (1,664 | ) | |||
| Amortization of intangible assets | (1 | ) | — | (576 | ) | ||||
| General and administrative expenses | (198 | ) | (460 | ) | (844 | ) | |||
| Share of profits of associates | — | — | (316 | ) | |||||
| Other income/(expenses) | 1,890 | (133 | ) | — | |||||
| Net financial income/(expenses) | 172 | (57 | ) | (240 | ) | ||||
| Income before income tax | 1,402 | 2,317 | 4,816 | ||||||
| Income taxes | (477 | ) | (935 | ) | (1,010 | ) | |||
| Current | — | (911 | ) | (1,294 | ) | ||||
| Deferred | (477 | ) | (24 | ) | 284 | ||||
| Net income for the period | 925 | 1,382 | 3,806 | ||||||
| Net income attributable to NCI | 308 | 677 | 1,247 |
Gross obligation– non-controlling interest
The Tria business combination includes put option arrangements relating to the non-controlling interest as disclosed in note 21(d). The amounts payable under the option arrangements are recognized as financial instruments reflecting the present value of the expected gross obligation payable under the arrangements and form part of non-controlling interest in the consolidated statement of changes in equity. As of December 31, 2024, the gross obligations had a present value of US$ 21.5 million (December 31, 2024: US$ 15.8 million).
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| 30 | Business combinations |
|---|
The following business combinations were completed during the period ended June 30, 2025, and year ended December 31, 2024, and were accounted for under the acquisition method:
Period endedJune 30, 2025
No business combinations were entered into by the Group for the period ended June 30, 2025.
Year ended December31, 2024
| (a) | Tria |
|---|
On April 2, 2024, the Group closed on a transaction acquiring 66,67% interest in Tria Comercializadora de Energia Ltda. The business combination is a joined effort between the Group and individuals within the energy sector establishing an energy trading company. The Group invested R$ 100 million (US$ 19.8 million) of capital for 66.67% of Tria. The remaining 33.33% share capital was acquired by non-controlling interest for no consideration. Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed in the table below as well as in the consolidated financial statements for December 31, 2024. The cash consideration is comprised of cash and accounts receivable paid by the Group for its investment in Tria. On a consolidated level there were no cash outflows for the Group.
| (b) | GPMS |
|---|
On April 26, 2024, the Group closed a transaction acquiring a private equity carve-out interest from Aberdeen Plc, a European global investment group. The newly acquired business, together with Patria’s existing global private markets vehicles, will form a new vertical – Global Private Markets Solutions (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over US$ 8.0 billion. The purchase consideration includes a contingent consideration recognized at a current fair value of GBP 21.1 million (US$ 29.1 million). The settlement of the contingent consideration will take place between thirty-four and thirty-six months after the closing date and depends on GPMS achieving set revenue targets. The contingent consideration is capped at a maximin amount of GBP 20.0 million (approximately US$ 27.5 million) plus interest. Details of the purchase consideration paid, the net identifiable assets acquired, and goodwill recognized are listed in the table below as well as in the consolidated financial statements for December 31, 2024.
Upon finalization of the acquisition price paid, additional goodwill to the value of GBP 0.9 million (US$1.1 million) was recognized for the period ended June 30, 2025.
| (c) | CSHG |
|---|
On May 24, 2024, the Group closed on a transaction with Credit Suisse acquiring 100% of its Real Estate business in Brazil (“CSHG”) that includes seven REITS with an aggregate FEAUM of US$ 2.0 billion. Details of the purchase consideration, the net identifiable assets acquired, and the goodwill are listed in the table below as well as in the consolidated financial statements for December 31, 2024.
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| (d) | Nexus |
|---|
On July 16, 2024, the Group completed a 100% acquisition of Nexus Capital, an independent alternative real estate asset manager in Colombia. The acquisition added approximately US$ 725 million to Patria’s Fee Earning AUM, including over US$ 680 million in Permanent Capital vehicles. The Permanent Capital vehicles will immediately be accretive to Patria’s Fee Related and Distributable Earnings. The business combination with Nexus includes a contingent consideration recognized at a current fair value of COP 23 billion (US$ 5.6 million). The settlement of the contingent consideration is due by 2027 and is dependent on the business achieving set benchmark fees with no limit placed on the potential final contingent settlement. Details of the purchase consideration, the net identifiable assets acquired, and the goodwill are listed in the table below as well as in the consolidated financial statements for December 31, 2024.
| Acquisition date fair value of each major class of identifiable assets and liabilities recognized | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 66.67% Tria<br> <br>April 02, 2024 | GPMS carve-out<br> <br>April 26, 2024 | 100% Credit Suisse’s Real Estate business May 24, 2024 | 100% Nexus<br> <br>July 16, 2024 | ||||||||
| Total purchase consideration | |||||||||||
| Cash consideration paid (a) | 19,811 | 73,772 | 58,243 | — | |||||||
| Equity consideration paid | — | — | — | 14,690 | |||||||
| Consideration payable | — | 37,551 | 70,338 | — | |||||||
| Contingent consideration payable | — | 24,087 | — | 6,358 | |||||||
| Total consideration transferred | 19,811 | 135,410 | 128,581 | 21,048 | |||||||
| Non-controlling interest (b) | 6,604 | — | — | — | |||||||
| Total consideration | 26,415 | 135,410 | 128,581 | 21,048 | |||||||
| The assets and liabilities recognized because of the acquisition are as follows: | |||||||||||
| Cash and cash equivalents | 9.906 | 19,506 | — | 345 | |||||||
| Accounts receivable | 9,905 | 1,751 | — | 491 | |||||||
| Recoverable taxes | — | — | — | 376 | |||||||
| Short term investments | — | — | — | 3 | |||||||
| Property, plant and equipment | — | — | — | 22 | |||||||
| Other assets | — | 48,127 | — | 2 | |||||||
| Accounts payable | — | (226 | ) | — | — | ||||||
| Personnel liabilities | — | (7,170 | ) | (1,903 | ) | (255 | ) | ||||
| Tax liabilities | — | — | — | (474 | ) | ||||||
| Deferred tax asset / (liabilities) | — | 24 | — | (235 | ) | ||||||
| Loans | — | — | — | (95 | ) | ||||||
| Deferred consideration payable on acquisition | — | — | (4,368 | ) | — | ||||||
| Other liabilities | — | (54,258 | ) | — | (768 | ) | |||||
| Deferred tax liability on fair value adjustments | — | (20,793 | ) | — | (3,879 | ) | |||||
| Intangible assets: contractual rights | — | 92,754 | 114,107 | 9,872 | |||||||
| Non-compete | — | 4,358 | — | 1,211 | |||||||
| Net identifiable assets acquired | 19,811 | 84,073 | 107,836 | 6,616 | |||||||
| Total consideration less net identifiable assets acquired: Goodwill | 6,604 | 51,337 | 20,745 | 14,432 | |||||||
| (a) | Purchase<br> consideration – cash outflow for the year ending December 31, 2024, to acquire the<br> subsidiary, net of cash acquired: | ||||||||||
| --- | --- |
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| 66.67% Tria<br> <br>April 02, 2024 | GPMS carve-out April 26, 2024 | 100% Credit Suisse’s Real Estate business May 24, 2024 | 100% Nexus<br> <br>August 26, 2024 | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flow reconciliation | ||||||||||||||
| Cash consideration | 19,811 | 73,772 | 58,243 | — | 151,826 | |||||||||
| Less: Cash acquired | (19,811 | ) | (19,506 | ) | — | (345 | ) | (39,662 | ) | |||||
| Net outflow/(inflow) of cash - investing activities | — | 54,266 | 58,243 | (345 | ) | 112,164 | ||||||||
| 66.67% Tria<br> <br>April 02, 2024 | GPMS carve-out April 26, 2024 | 100% Credit Suisse’s Real Estate business May 24, 2024 | 100% Nexus<br> <br>August 26, 2024 | Total | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash flow reconciliation | ||||||||||||||
| Cash consideration | 19,811 | 73,772 | 58,243 | — | 151,826 | |||||||||
| Less: Cash acquired | (19,811 | ) | (19,506 | ) | — | (345 | ) | (39,662 | ) | |||||
| Net outflow/(inflow) of cash - investing activities | — | 54,266 | 58,243 | (345 | ) | 112,164 | ||||||||
| Non-cash reconciliation | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Total consideration | 26,415 | 135,410 | 128,581 | 21,048 | 311,454 | |||||||||
| Less: Cash consideration paid | (19,811 | ) | (73,772 | ) | (58,243 | ) | — | (151,826 | ) | |||||
| Less: Class A common share issued | — | — | — | (14,690 | ) | (14,690 | ) | |||||||
| Non-cash additions to the Group’s Statement of Financial Position | 6,604 | 61,638 | 70,338 | 6,358 | 144,938 | |||||||||
| (b) | The Group<br> recognizes non-controlling interests in an acquired entity either at fair value or at the<br> non-controlling interest’s proportionate share of the acquired entity’s net identifiable<br> assets. The decision is made on an acquisition-by-acquisition basis. For the non-controlling<br> interests in Tria, the Group elected to recognize the non-controlling interests at its proportionate<br> share of the acquired net identifiable assets. | |||||||||||||
| --- | --- |
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| 31 | Financial instruments |
|---|---|
| (a) | Financial instruments by categories |
| --- | --- |
The Group classifies its financial instruments into the categories below:
| Financial assets | Fair value Level | June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Financial assets at amortized cost | ||||||
| Accounts receivable | 138,826 | 221,202 | ||||
| Cash and cash equivalents | 28,539 | 33,418 | ||||
| Client funds on deposit | 25,723 | 18,704 | ||||
| Project advances | 12,481 | 7,577 | ||||
| Investment commitment receivable | 10,729 | — | ||||
| Deposit/guarantee on lease agreement | 2,535 | 2,247 | ||||
| Other loan receivable | 500 | — | ||||
| Financialassets at fair value through profit or loss | ||||||
| Short term investments | 1 | 26,655 | 4,956 | |||
| Investments held in trust account | 2 | 55,585 | 54,053 | |||
| Accounts receivable - Lavoro | 2 | 15,385 | 12,332 | |||
| Long-term investments - Lavoro | 1 | 5,207 | 11,337 | |||
| Long-term investments | 2 | 34,258 | 37,879 | |||
| Other financial assets – Call options | 3 | 4,060 | 3,578 | |||
| Other financial assets – Energy trading contracts | 2 | 73,019 | 25,169 | |||
| Financialliabilities | ||||||
| --- | --- | --- | --- | |||
| Financial liabilities at amortized cost | ||||||
| Commitment subject to possible redemption | 55,585 | 54,053 | ||||
| Gross obligation under put option | 23,619 | 18,258 | ||||
| Loans | 161,045 | 227,971 | ||||
| Asset-backed payable | 57,769 | — | ||||
| Client funds payable | 25,723 | 18,704 | ||||
| Lease liabilities | 25,666 | 22,438 | ||||
| Consideration payable on acquisition | 132,274 | 184,597 | ||||
| Suppliers | 34,583 | 41,788 | ||||
| Financial liabilities at fair value through profit or loss | ||||||
| Other financial liabilities – Warrants | 3 | 7,245 | 6,143 | |||
| Other financial liabilities – Energy trading contracts | 2 | 57,001 | 17,686 | |||
| Contingent consideration payable on acquisition | 3 | 42,901 | 38,628 | |||
| (b) | Financial instruments measured at fair value | |||||
| --- | --- |
The fair value measurement methodologies are classified according to the following hierarchical levels:
| · | Level 1: measurement based on quotations of identical financial instruments, traded in an active<br> market, without any adjustments; |
|---|---|
| · | Level 2: valuation techniques based on observable inputs. This category covers financial instruments<br> that are valued using: (i) quotations of similar financial instruments, traded in an active<br> market; (ii) quotations of identical or similar financial instruments, traded in a fairly<br> inactive market; and (iii) other valuation techniques in which all significant inputs are<br> directly or indirectly observable in market input; |
| --- | --- |
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| · | Level 3: valuation techniques based on unobservable inputs. This category covers all financial<br> instruments whose valuation techniques are based on inputs not observable in market inputs<br> when such inputs have a significant impact on the measurement of their fair values. This<br> category includes financial instruments that are valued based on quotations of similar financial<br> instruments that, however, require adjustments and assumptions to ensure that their fair<br> values reflect the differences among them. |
|---|
Refer to table above for fair value measurement methodologies (“Fair value level”) applied to financial assets and financial liabilities measured at fair value.
Transfers
Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement reporting period. A transfer into Level 3 would be deemed to occur where there
is a change in liquidity or other inputs used in the valuation of the financial instrument.
For the six-month period ended June 30, 2025, the Group had the following transfer from Level 1 to Level 2.
As of January 1, 2025, the Accounts receivable – Lavoro financial instrument was transferred from Level 1 to Level 2. The valuation of the receivable is linked to the observable input (Level 2 measurement) that comprised of the publicly traded share price of Lavoro (refer to note 12(b)). The value of the Accounts receivable – Lavoro financial instrument was not affected by the transfer between levels.
For the year ended December 31, 2024, the Group had the following transfers between Levels 1, 2 and 3.
Transfer fromLevel 1 to Level 3 fair value measurement
As of November 15, 2024, the Warrants were transferred from Level 1 to Level 3. On September 30, 2024, the fair value of the Warrants issued in connection with the IPO of PLAO was measured using the listed market price of such warrants, a Level 1 measurement. The warrants were delisted on November 15, 2024, and from December 31, 2024, fair value is measured using a Monte Carlo simulation. The Monte Carlos simulation resulted in a liability to the value of US$ 6.1 million with an adjustment of US$ 5.8 million recognized in the consolidated statement of profit or loss for the year ended December 31, 2024.
Transfer fromLevel 3 to Level 2 fair value measurement
As of December 31, 2024, the Long-term investment – KMP Growth Fund II was transferred from Level 3 to Level 2. The valuation methodology changed from the previously used discounted cash flow in 2023 to adjust the valuation to be in line with the capital account statements received from the fund administrator in 2024. The level 2 allocation is consistent with the level allocation of other long-term investments held by the Group.
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Level 2 valuationtechniques – Observable inputs
Investmentsheld in trust account
The SPAC Trust Account is comprised of U.S. treasury notes and bills. The current issued US treasury notes and bills serve as observable input for the valuation of the US treasury notes and bills held by the SPAC (SPAC held US treasury notes and bills were issued before the most recent issue and still outstanding at measurement day (off-the-run)).
Accounts receivable– Lavoro
The valuation of the receivable is linked to the publicly traded share price of Lavoro (refer to note 12(b) for details) that serves as observable input for the valuation at measurement date.
Long-term investments
The valuation of long-term investments at measurement date is based on capital account statements received from fund administrators.
Energy tradingcontracts
Fair value adjustments on energy trading contracts are based on energy prices as published by BBCE – Balcão Brasileiro De Comercialização De Energia, adjusted for the time value of money and taxes using interest - and tax rates available in the market as observable inputs.
Level 3 valuationtechniques - Unobservable inputs
The following analysis illustrates valuation techniques, unobservable inputs used to value Level 3 financial instruments and the sensitivity to reasonable changes in the most significant underlying variables used in measurement.
| Description | Note | Valuation technique | Unobservable inputs | Range of unobservable inputs | Sensitivity | Financial impact | |
|---|---|---|---|---|---|---|---|
| Other financial instruments | Tria call option | 12 (c) | Monte Carlo simulation | Average EBITDA | Risk neutral EBITDA with Standard deviation of 38.84% | 10% change | US$ 0.1 million |
| Consideration payable on acquisition | Contingent consideration payable on acquisition – Kamaroopin | 21 (b) | Discounted cash flow | Discount rate<br><br> <br>Projected fundraising activity | 16.2% | 100 basis points | US$ 0.1 million |
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| Consideration payable on acquisition | Contingent consideration payable on acquisition – GPMS | 21 (b) | Discounted cash flow | Discount<br>rate<br><br> <br>Projected revenue targets | 4.9% | 100 basis points | US$ 0.1 million |
|---|---|---|---|---|---|---|---|
| Consideration payable on acquisition | Contingent consideration payable on acquisition – Nexus | 21 (b) | Discounted cash flow | Discount rate<br><br> <br>Achieving benchmark fees | 6.8% | 100 basis points | US$ 0.1 million |
| Other financial instruments | Warrant liability | 12 (c) | Monte Carlo simulation | Business combination probability | 1.0% to 10% | 1.0%<br><br> <br><br><br> <br>10.0% | US$ 1.0 million<br><br> <br><br><br> <br>US$ 1.3 million |
The fair value is calculated based on the underlying investment’s cash flows discounted using an unobservable discount rate range and cash flows inputs. The change in fair value of the Level 3 investment is presented in the accompanying Consolidated Statement of Profit or loss in net financial income or expenses as unrealized gains/(losses) on long-term investments.
Other financialinstruments
| (i) | The Tria Call<br> Option was valued using a Monte Carlo simulation, which is a Level 3 fair value measurement.<br> The expected life of the Tria Option arrangements is in accordance with the timeline disclosed<br> in note 12(c) with an estimated Earnings Before Interest, Taxation, Depreciation and Amortization<br> (EBITDA) as the unobservable input. The derivative was recorded as a financial asset in the<br> Group’s unaudited consolidated statement of financial position with the impact from<br> this transaction presented in notes 12(c) and 26. |
|---|---|
| (ii) | The PLAO public<br> warrants were valued using a Monte Carlo simulation until Class A ordinary shares and warrants<br> began trading separately on May 4, 2022. From May 4, 2022, through September 30, 2024, the<br> PLAO warrants have been measured using the listed market price. In the fourth quarter of<br> the 2024 financial year, the PLAO public warrants ceased trading on Nasdaq as they did not<br> meet the continued listing requirement of Nasdaq. As of December 31, 2024, the warrants were<br> valued using a Monte Carlo simulation which is a Level 3 fair value measurement. |
| --- | --- |
Contingent considerationpayable on acquisition
| (i) | Kamaroopin<br> business combination |
|---|
The Group is required to make contingent payments, subject to the acquired entity achieving certain fundraising objectives per the terms of the purchase agreement (earn-out range between US$ 4.0 million and US$ 10.1 million). The contingent consideration payment (payable in BRL) had a fair value of US$ 4.7 million and US$ 8.3 million on acquisition date and June 30, 2025, respectively. The fair value was estimated on acquisition date by projecting future fundraising activity within a 30 month period from acquisition date to estimate the undiscounted contingent consideration payable in accordance with a predetermined range of payments that is based on the level of fundraising and applying a discount rate range to determine the fair value of
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contingent consideration to be settled in the Company’s Class A common shares by March 2027.
| (ii) | GPMS business combination |
|---|
The Group is required to make a contingent payment, subject to the acquired Aberdeen carve-out funds achieving set revenue targets per the terms of the purchase agreement with a GBP 20.0 million cap plus interest on the potential earn-out settlement. The contingent consideration payment (payable in GBP) had a fair value of US$ 24.1 million and US$ 29.1 million on acquisition date and June 30, 2025. The fair value was estimated on the acquisition date by projecting revenue target over thirty-four-month period from the acquisition date with the maximum outcome of GBP 20.0 million plus interest as potential settlement. The potential earn-out was calculated using unobservable revenue targets and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by April 2027.
| (iii) | Nexus business combination |
|---|
The Group is required to make a contingent payment, subject to the acquired entity achieving set benchmark fees as stipulated in the purchase agreement with no cap on the potential earn-out settlement. The contingent consideration payment (payable in COP) had a fair value of US$ 6.4 million and US$ 5.6 million on acquisition date and June 30, 2025, respectively. The potential earn-out was calculated using unobservable benchmark fees and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by 2027.
The following table presents a reconciliation of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2025, and December 31, 2024:
| Contingent considerations payable (a) | Long term investments at fair value through profit or loss (b) | PLAO Warrant<br> <br>liability | Call options (c) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair value of Level 3 financial instruments on December 31, 2023 | 18,201 | 27,624 | — | 2,896 | |||||||
| Cumulative translation adjustment | (2,774 | ) | — | — | (393 | ) | |||||
| Additions | 30,445 | — | — | 791 | |||||||
| Derecognition / settlements - VBI | (10,118 | ) | — | — | (2,522 | ) | |||||
| Transfer from level 1 to level 3 | — | — | 470 | — | |||||||
| Transfer from level 3 to level 2 | — | (27,624 | ) | — | — | ||||||
| Change in fair value* | 2,874 | — | 5,673 | 2,806 | |||||||
| Fair value of Level 3 financial instruments on December 31, 2024 | 38,628 | — | 6,143 | 3,578 | |||||||
| Change in fair value* | (322 | ) | — | 1,102 | (79 | ) | |||||
| Cumulative translation adjustment | 4,595 | — | — | 561 | |||||||
| Fair value of Level 3 financial instruments on June 30, 2025 | 42,901 | — | 7,245 | 4,060 |
*Changes in fair value include impact from price risk and/or foreign exchange rate risk.
| (a) | Include<br> contingent consideration payable to sellers of VBI, Kamaroopin, Nexus and GPMS (refer note<br> 21 (b)). The VBI contingent consideration was settled on August 01,2024. |
|---|
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| (b) | Relates<br> to investments in Patria Growth Capital Fund I Fundo de Investimento em Participações<br> Multiestratégia, and KMP Growth Fund II (refer note 12(b)). |
|---|---|
| (c) | Include<br> VBI and Tria Call option to purchase remaining non-controlling interest and other purchased<br> options (refer note 21(d)). The VBI call option was exercised on August 01, 2024. |
| --- | --- |
| (c) | Financial instruments measured at amortized cost |
| --- | --- |
As of June 30, 2025, and December 31, 2024, the recognized values of financial instruments measured at amortized cost correspond approximately to their fair values. Financial instruments are initially recognized at the present value of the future settlement value and subsequently adjusted for the time value of money where the future expected settlement value is significantly different from the present value. Time value of money is accounted for on loans, asset-backed payable, gross obligation under put options, consideration payable on acquisitions, lease liabilities and for postponed accounts receivable where cash inflows are only expected after a period exceeding twelve months from the postponement date. The remainder of financial instruments are considered short-term in nature and the current recognized value approximates its’ fair value.
| (d) | Risk management |
|---|
The Group is exposed to the following risks arising from the use of financial instruments:
| (i) | Credit risk |
|---|---|
| (ii) | Liquidity<br> risk |
| --- | --- |
| (iii) | Market risk |
| --- | --- |
The Group determines concentrations of risk by assessing the nature, extent, and impact of risks in its investment portfolio. This assessment considers a range of factors that are relevant to its investment strategy and objectives, including geographic concentration, industry concentration, counterparty risk, market risk, and liquidity risk.
To manage concentrations of risk, the Group uses various risk management strategies, including diversification, hedging, and monitoring of counterparty credit risk. The Group also regularly reports on its risk management activities and the effectiveness of its risk management policies and procedures to its audit committee and board of directors.
While the Group uses quantitative measures, such as percentages of its portfolio invested in particular regions or industries, to help determine concentrations of risk, it also uses its judgment and experience in assessing the overall impact of concentrations of risk on its investment portfolio and making informed investment decisions.
| i. | Credit risk |
|---|
Credit risk is the possibility of incurring a financial loss if a client or a counterpart in a financial instrument fails to perform its contractual obligations.
The Group has low exposure to credit risk because its customer base consists of investors in each investment fund. These investors are required to comply with the capital calls to repay related investment fund expenses. If capital calls are not honored, the participation of that investor is diluted
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among the remaining investors of the investment fund. In addition, management fees could be settled by the sale of the underlying investments kept by the investment funds. The cash and short-term investments are maintained in large banks with high credit ratings.
Furthermore, accounts receivable balances as of June 30, 2025, and December 31, 2024, consist of management fees, performance fees of investment funds, advisory fees and reimbursement of expenses to be received from investees of such investment funds.
The amounts receivable and project advances as of June 30, 2025, are expected to be received as demonstrated below:
| Overdue | Due in | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 90 days | 91 to 180 days | 181 to 270 days | 271 to 360 days | Over 360 days | 01 to 90 days | 91 to 180 days | 181 to 270 days | 271 to 360 days | Over 360 days | Total | ||||||||||||
| Accounts Receivable (a) | 5,077 | 1,181 | 1,047 | 2,581 | 5,714 | 50,455 | 4,128 | 275 | 1,903 | 81,850 | 154,211 | |||||||||||
| Project Advances | — | — | — | — | — | 5,062 | 1,407 | 4,242 | 1,770 | — | 12,481 | |||||||||||
| Total | 5,077 | 1,181 | 1,047 | 2,581 | 5,714 | 55,517 | 5,535 | 4,517 | 3,673 | 81,850 | 166,692 | |||||||||||
| (a) | The balances include US$ 62.5<br>million in a postponed collection of management fees for PBPE VI LP. (“PBPE Fund IV”). Renegotiation and postponement of<br>this collection commenced in prior periods and the management fees were recognized as a receivable in prior years (refer to note 8). | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| ii. | Liquidity Risk | |||||||||||||||||||||
| --- | --- |
Liquidity risk is the possibility that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets which might affect the Group's payment ability, taking into consideration the different currencies and settlement terms of its financial assets and financial liabilities
The Group performs the financial management of its cash and cash equivalents and short-term investments, keeping them available for paying its obligations and reducing its exposure to liquidity risk. In addition, the Group has the option for certain financial instruments to be settled either in cash or through its own equity instruments, Class A common shares.
Expected future payments reflect undiscounted future cash outflows to settle financial liabilities as of June 30, 2025, which are shown below.
| Expected liabilities to be paid in | |||||||
|---|---|---|---|---|---|---|---|
| 01 to 60 days | 61 to 120 days | 121 to 180 days | 181 to 360 days | Over 360 days | Total | ||
| Suppliers | 34,583 | — | — | — | — | 34,583 | |
| Lease payments | 1,094 | 1,078 | 1,079 | 3,146 | 25,946 | 32,343 | |
| Loans (a) | 131 | 4,624 | 50,799 | 3,665 | 119,041 | 178,260 | |
| Consideration payable on acquisition | 21,854 | — | 4,867 | 41,690 | 56,620 | 125,031 | |
| Contingent consideration payable on acquisition | — | — | 3,706 | — | 35,495 | 39,201 | |
| Commitment subject to possible redemption (b) | — | 55,585 | — | — | — | 55,585 | |
| Gross obligation under put option | — | — | 1,668 | — | 44,842 | 46,510 | |
| Financial liabilities – energy trading contracts (c) | 4,412 | 608 | 35,016 | 5,435 | 11,531 | 57,002 | |
| Asset-backed payable (d) | — | — | — | — | 65,553 | 65,553 | |
| Client funds payable (e) | 25,723 | — | — | — | — | 25,723 | |
| Total | 87,797 | 61,895 | 97,135 | 53,936 | 359,028 | 659,791 |
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| (a) | Principal values<br> outstanding on June 30, 2025, are expected to be settled on maturity – refer to note<br> 16 for maturity dates of loans with financial institutions. |
|---|---|
| (b) | Future redemptions<br> to be settled with proceeds held in SPAC’s trust account. |
| --- | --- |
| (c) | The Group has<br> US$ 73 million in energy trading financial assets which decreases the Group’s liquidity<br> risk on settlement date – refer to note 12(c) for the aging of financial assets and<br> financial liabilities on energy trading. |
| --- | --- |
| (d) | To be settled<br> with funds receivable from PBPE Fund IV. |
| --- | --- |
| (e) | To be settled<br> with proceeds held in Client funds on deposit account (refer note 7). |
| --- | --- |
| iii. | Market risk |
| --- | --- |
Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is exposed to the following market risks:
| · | security<br> price risk, |
|---|---|
| · | commodity<br> price risk, |
| --- | --- |
| · | interest<br> rate risk, and |
| --- | --- |
| · | foreign<br> exchange risk |
| --- | --- |
The Group's policy is to minimize its exposure to market risk.
Security pricerisk:
Long-term investments made by the Group represent investments in investment fund products where fair value is derived from the reported Net Asset Values (“NAV”) for each investment fund, which in turn are based upon the value of the underlying assets held within each of the investment fund products and the anticipated redemption horizon of the investment fund product. Investment fund products expose the Group to market risk and therefore this process is subject to limits consistent with the Group’s risk appetite. To manage its price risk arising from investments in securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
A 10% (2024: 10%) increase in the price of Level 2 Long-term investments, with other variables held constant, would have increased the net profit before tax by US$ 3.4 million (2024: US$ 3.8 million). A 10% decrease in the price will have an equal but opposite effect.
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In addition to the investments in investment fund products, the Group holds publicly traded shares in Lavoro, a Level 1 financial instrument. The Group is exposed to security price risk if the shares trade below US$ 3.50 as a price below US$3.50 will fall outside of the spread covered by the investment fund – refer to note 12(b). On June 30, 2025, the share price of Lavoro was trading for US$ 2.20 that resulted in a net unrealized loss of US$ 3.2 million recognized in the unaudited condensed consolidated statement of profit or loss for the six-month period ended then.
Commodity pricerisk
The Group trades energy contracts in Brazil as disclosed in note 12(c). Commodity price risk exists as the Group is exposed to unexpected changes in energy prices due to extraordinary events. The risk is managed by controlling exposure to price fluctuations within acceptable parameters while optimizing returns.
The Group has a net financial asset position in energy contracts of US$ 16.0 million (refer to note 12(c)). A 10% decrease in current energy prices in Brazil will result in a US$ 1.1 million decrease in the Group’s net financial asset position. A 10% increase in the price will have an equal but opposite effect.
Interest raterisk
The Group has loans with leading financial institutions as summarized in note 16. The financial institutions charge interest at SOFR plus a fixed premium. An interest rate risk exists due to possible unexpected changes in the SOFR rate.
The sensitivity analyses have been determined based on the exposure for floating rate loans at the reporting date. The analysis is prepared assuming the amount of loans outstanding at the reporting date will be outstanding until maturity.
| Netrisk Position* | Sensitivity to 100bps Increase | Sensitivity to 100bps decrease | |||||
|---|---|---|---|---|---|---|---|
| Sensitivity of net profit or loss before tax | 15,760 | (2,379 | ) | 2,379 |
* The net risk position represents total interest from June 30, 2025, until maturity of each loan. Refer to note 16 in these unaudited condensed consolidated interim financial statements for the loans outstanding as well as the maturity date of each loan.
Foreign exchangerisk
Foreign exchange risk exists as the Group is exposed to changes in foreign exchange rates affecting the income or expenses, and the assets or liability balances of contracts indexed to a foreign currency. The Group measures its foreign exchange exposure by subtracting its non-US dollar currency liabilities from its respective non-US dollar currency denominated assets, thus obtaining its net foreign exchange exposure and the amount affected by exchange fluctuations.
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The sensitivity analysis below is based on financial assets and financial liabilities exposed to currency fluctuations against the US dollar, as demonstrated below:
| As of June 30, 2025: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance in each exposure currency other than US | Exchange Variation impact in US considering 10% decline in the reporting date exchange rates. | ||||||||||
| HKD (b) | CLP (c) | COP (d) | (e) | ||||||||
| Cash and cash equivalents | 8,125 | 10,334,658 | 7,782,688 | 3,498 | |||||||
| Short term investments | — | 1,688,830 | 23,195,271 | — | |||||||
| Client funds on deposit | — | 23,975,316 | — | — | |||||||
| Accounts receivable | — | 6,010,216 | 12,983,603 | 3,251 | |||||||
| Projects Advance | — | 462,905 | 595,813 | 278 | |||||||
| Deposit/guarantee on lease agreement | 240 | 1,113,048 | 93,208 | 684 | |||||||
| Long-term investments | — | 652,251 | 7,816,902 | 118 | |||||||
| Client funds payable | — | (23,975,316 | ) | — | — | ) | |||||
| Lease liabilities | ) | — | (3,300,643 | ) | (5,733,668 | ) | (6,481 | ) | |||
| Suppliers | ) | (378 | ) | (1,315,616 | ) | (2,497,666 | ) | (4,144 | ) | ||
| Other financial assets | — | — | — | — | |||||||
| Other financial liabilities | ) | — | — | — | — | ) | |||||
| Loans | — | 100 | 1,771,865 | — | |||||||
| Gross obligation under put option | — | — | — | — | |||||||
| Consideration payable on acquisition | ) | — | — | (118,516,246 | ) | (26,245 | ) | ||||
| Contingent consideration payable on acquisition | ) | — | — | 22,773,509 | (21,180 | ) | |||||
| Net Impact | ) |
All values are in US Dollars.
(a) BRL
- Brazilian Real, (b) HKD - Hong Kong dollar, (c) CLP - Chilean Peso, (d) COP - Colombian Peso, (e) GBP - Pound Sterling
| 32 | Related parties |
|---|---|
| (a) | Key management compensation |
| --- | --- |
The amounts paid to directors and officers for their roles as executives for the six-month periods ended June 30, 2025, and 2024 included in “Personnel expenses” are shown below:
| Three-month periods ended<br> <br>June 30, | Six-month periods ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Key management compensation | (2,322 | ) | (1,487 | ) | (4,628 | ) | (3,223 | ) |
For the six-month period ended June 30, 2025, the Group has accrued US$ 6.1 million (six-month period ended June 30, 2024: US$ 4.3 million) as bonuses payable to key management.
Additionally, for the six-month period ended June 30, 2025, the Group accrued US$ 0.4 million (six-month period ended June 30, 2024: US$ 0.4 million) as a Strategic Bonus payable to key management as described in note 15(b) with US$ 1.3 million payable as of June 30, 2025 (December
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31, 2024: US$ 0.8 million). The accruals for key management and strategic bonuses provided for are included in "Personnel expenses".
The Group has share-based incentive plans providing long-term incentives to key management in exchange for their services (refer to note 29(d)). For the six-month period ended June 30, 2025, the Group recognized US$ 7.4 million as an expense (six-month period ended June 30, 2024: US$ 6.1 million).
| (b) | Deferred consideration |
|---|
As described in note 21(b), deferred consideration is payable to key employees and management of CSHG and GPMS. Moneda deferred consideration payable was settled on January 31, 2025, with no balance outstanding on June 30, 2025.
| (c) | Long-term investments |
|---|
As described in notes 12(b), the Group purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund Private Equity Fund V (PE V) in Lavoro Agro Limited (“Lavoro”) for approximately $8.2 million. Lavoro was a private equity investment of PE V prior to going public and entering into a business combination (closed February 28, 2023) with an independent SPAC entity, formerly known as TPB Acquisition Corporation I.
| (d) | Carried interest allocation |
|---|
As described in note 23(a), up to 35% of the performance fee receivable from certain of the Group’s investment funds is payable to the Group’s key management personnel.
| (e) | Lease commitments |
|---|
Note 21(a) details lease payments made for various office premises and include the following leases with related parties:
| i. | Moneda has a related party entity that<br> was excluded from the Moneda acquisition. As a result, a lease contract was entered into<br> by MAM I and MCB in 2021 and MAGF in 2022 with their related party entity Moneda III SpA<br> (beneficially owned by Moneda’s former partners). |
|---|---|
| ii. | PLATAM leases office space in Brazil<br> from Gestão e Transformação Infraestrutura, a service provider to portfolio<br> companies managed by the Group. |
| --- | --- |
| iii. | Patria<br> Asset Management leases its office space in Medelin, Colombia, from Fondo Inmobiliario Colombia,<br> a fund managed by the Group. |
| --- | --- |
The impact of the abovementioned leases on the unaudited condensed consolidated interim financial statements was as follows:
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Unaudited Condensed ConsolidatedStatement of Financial Position
| Related party lease – Santiago | June 30, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Lease liabilities (current) | 543 | 803 | ||
| Lease liabilities (non-current) | 1,817 | 2,854 | ||
| Related party lease - Gestãoe Transformação Infraestrutura | ||||
| --- | --- | --- | ||
| Lease liabilities (current) | 309 | 260 | ||
| Lease liabilities (non-current) | 1,192 | 1,203 | ||
| Related party lease - Fondo Inmobiliario Colombia | ||||
| --- | --- | --- | ||
| Lease liabilities (current) | 58 | 48 | ||
| Lease liabilities (non-current) | 780 | 707 |
Unaudited Condensed ConsolidatedStatement of Profit or Loss
| Three-month periods ended June 30, | Six-month periods ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Related party lease – Santiago | ||||||||||||
| Principal paid | (145 | ) | (190 | ) | (286 | ) | (373 | ) | ||||
| Depreciation of right-of-use assets | (133 | ) | (193 | ) | (262 | ) | (381 | ) | ||||
| Interest on lease liabilities | (14 | ) | (23 | ) | (28 | ) | (47 | ) | ||||
| Related party lease - Gestão e Transformação Infraestrutura | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Principal paid | (127 | ) | — | (249 | ) | — | ||||||
| Depreciation of right-of-use assets | (85 | ) | — | (168 | ) | — | ||||||
| Interest on lease liabilities | (46 | ) | — | (93 | ) | — | ||||||
| Relatedparty lease - Fondo Inmobiliario Colombia | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Principal paid | (39) | - | (76) | - | ||||||||
| Depreciation of right-of-use assets | (22) | - | (44) | - | ||||||||
| Interest on lease liabilities | (26) | - | (51) | - |
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| (f) | SPAC |
|---|
Refer to notes 5(f) and 21(c) for related party transaction with the SPAC.
| (g) | Tria option arrangements |
|---|
Four directors of Tria hold a 41.18% share of Tria. The option arrangements provide the Group with the option to acquire the remaining 41.18% equity in Tria from these individuals – refer to note 21(d)(iii).
| (h) | Igah option arrangements |
|---|
Three directors of PILTDA hold a 57.08% share in Igah GP IV. The option arrangements provide the Group with the option to acquire the remaining 57.08% equity in the company from these individuals – refer to note 21(d)(ii).
| 33 | Events after the reporting period |
|---|
Acquisition- Vectis Gestao in Brazil
On July 1, 2025, the Group closed a transaction acquiring Vectis Gestao, a Brazilian asset management firm that manages two real estate funds. The assets under management added through this transaction will strengthen the Group’s presence in the real estate credit fund market and support the Group’s strategic objective of building a diverse portfolio including the different segments of the market. On July 31, 2025, the operations of managing the two funds were incorporated into VBI.
Acquisition– AgroFibra in Mexico
On July 10, 2025, the Group has signed an agreement to acquire AgroFibra, a specialized Real Estate Investment Trust (REIT) focusing on agro-industrial real estate assets in Mexico. This transaction will add to the growth of the Group’s real estate platform in Latin America.
Acquisition– Management rights of six real estate funds from Genial Investimentos in Brazil
On July 15, 2025, the Group closed a transaction acquiring the management rights of six real estate investment funds from Genial Investimentos. The transaction is part of Patria's strategy to expand and diversify its real estate portfolio in Brazil. The transfer of five funds was completed with the transfer of one fund outstanding.
Patria LatinAmerican Opportunity Acquisition Corp. (“PLAO”)
From July 10, 2025, the securities of PLAO are quoted and traded in the market for unlisted securities (“over-the-counter market”) – refer to note 5(f). The PLAO securities were delisted from The Nasdaq Global Market at the opening of business on March 17, 2025. The delisting of securities was due to PLAO not completing a business combination within 36 months from its IPO registration statement as required by IM-5101-2.
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Renewal of theshare repurchase program
On July 24, 2025, the share repurchase program was renewed. Under the renewed program, the Group may repurchase up to three million of its outstanding Class A common shares in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period beginning in August 2025 continuing until the earlier of the completion of the repurchase or August 2026, depending upon market conditions. The program does not obligate the Group to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.
Dividends
A cash dividend of US$ 0.15 per share for the quarter ending June 30, 2025, was declared by the Board to record holders of common stock at the close of business August 15, 2025. The cash dividend of US$ 23.9 million was paid on September 15, 2025.
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