.4
Vinci Compass Investments Ltd.
(formerly known as “Vinci Partners Investments Ltd.”)
Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2025
Vinci Compass Investments Ltd.
Consolidated balance sheets
All amounts in thousands of reais unless otherwise stated
| Assets | Note | 09/30/2025 | 12/31/2024 | |||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 5(c) | 215,934 | 223,302 | |||||||||
| Cash and bank deposits | 5(c) | 103,176 | 99,156 | |||||||||
| Financial instruments at fair value through profit or loss | 5(c) | 96,994 | 120,492 | |||||||||
| Financial instruments at amortized cost | 5(c) | 15,764 | 3,654 | |||||||||
| Financial instruments at fair value through profit or loss | 5(d) | 1,449,485 | 1,531,036 | |||||||||
| Accounts receivable | 5(a) | 197,409 | 227,951 | |||||||||
| Sub-leases receivable | 11 | — | 1,758 | |||||||||
| Recoverable taxes | 14,062 | 22,137 | ||||||||||
| Other assets | 7 | 53,576 | 55,273 | |||||||||
| Total current assets | 1,930,466 | 2,061,457 | ||||||||||
| Non-current assets | ||||||||||||
| Financial instruments at fair value through profit or loss | 5(d) | 134,809 | 140,824 | |||||||||
| Financial instruments at amortized cost | 6 | 5,866 | 6,991 | |||||||||
| Accounts receivable | 5(a) | 14,923 | 15,901 | |||||||||
| Sub-leases receivable | 11 | 3,500 | 4,081 | |||||||||
| Recoverable taxes | 3,478 | 704 | ||||||||||
| Deferred taxes | 21 | 33,104 | 31,346 | |||||||||
| Other assets | 7 | 44,261 | 49,468 | |||||||||
| 239,941 | 249,315 | |||||||||||
| Investments accounted for using the equity method | 8(b) | 59,636 | 55,081 | |||||||||
| Property and equipment | 9 | 67,368 | 59,132 | |||||||||
| Right of use – Leases | 11 | 127,911 | 102,117 | |||||||||
| Intangible assets | 10 | 1,050,534 | 1,057,949 | |||||||||
| Total non-current assets | 1,545,390 | 1,523,594 | ||||||||||
| Total assets | 3,475,856 | 3,585,051 | ||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-2
Vinci Compass Investments Ltd.
Consolidated balance sheets
All amounts in thousands of reais unless otherwise stated
| Liabilities and equity | Note | 09/30/2025 | 12/31/2024 | |||||||||
| Current liabilities | ||||||||||||
| Trade payables | 9,081 | 11,527 | ||||||||||
| Financial instruments at fair value through profit or loss | 5(d) | 11,217 | — | |||||||||
| Deferred revenue | 26 | 15,002 | — | |||||||||
| Leases | 11 and 5(e) | 28,882 | 33,303 | |||||||||
| Accounts payable | 12 | 37,750 | 38,667 | |||||||||
| Labor and social security obligations | 13 | 128,508 | 182,071 | |||||||||
| Loans and obligations | 15 | 32,384 | 45,220 | |||||||||
| Taxes and contributions payable | 14 | 26,054 | 40,855 | |||||||||
| Total current liabilities | 288,878 | 351,643 | ||||||||||
| Non-current liabilities | ||||||||||||
| Accounts payable | 275 | — | ||||||||||
| Leases | 11 and 5(e) | 114,521 | 86,152 | |||||||||
| Labor and social security obligations | 13 | 6,693 | 8,992 | |||||||||
| Loans and obligations | 15 | 705,900 | 816,322 | |||||||||
| Deferred taxes | 21 | 3,300 | 5,086 | |||||||||
| Retirement plans liabilities | 16 | 478,007 | 374,813 | |||||||||
| Total non-current liabilities | 1,308,696 | 1,291,365 | ||||||||||
| Total liabilities | 1,597,574 | 1,643,008 | ||||||||||
| Equity | 17 | |||||||||||
| Share capital | 18 | 18 | ||||||||||
| Additional paid-in capital | 2,094,601 | 2,097,712 | ||||||||||
| Treasury shares | 17(e) | (306,608 | ) | (259,773 | ) | |||||||
| Retained earnings | 98,952 | 30,682 | ||||||||||
| Other comprehensive income and other reserves | (6,198 | ) | 73,769 | |||||||||
| 1,880,765 | 1,942,408 | |||||||||||
| Non-controlling interests | 8(c) | (2,483 | ) | (365 | ) | |||||||
| Total equity | 1,878,282 | 1,942,043 | ||||||||||
| Total liabilities and equity | 3,475,856 | 3,585,051 | ||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-3
Vinci Compass Investments Ltd.
Interim consolidated statement of income
For the nine-month period ended September 30
All amounts in thousands of reais unless otherwise stated
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||||||
| Statements of Income | Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Net revenue from services rendered | 18 | 717,109 | 354,921 | 241,313 | 114,606 | |||||||||||||||
| General and administrative expenses | 19 | (532,199 | ) | (212,884 | ) | (174,479 | ) | (67,678 | ) | |||||||||||
| Operating profit | 184,910 | 142,037 | 66,834 | 46,928 | ||||||||||||||||
| Finance income | 20 | 103,246 | 72,462 | 27,685 | 17,620 | |||||||||||||||
| Finance expenses | 20 | (78,338 | ) | (63,319 | ) | (36,971 | ) | (9,486 | ) | |||||||||||
| Finance income/(expenses), net | 24,908 | 9,143 | (9,286 | ) | 8,134 | |||||||||||||||
| Net profit/(loss) of investments accounted for using the equity method | 8 | (2,588 | ) | — | 3,609 | — | ||||||||||||||
| Profit before income taxes | 207,230 | 151,180 | 61,157 | 55,062 | ||||||||||||||||
| Income taxes | 21 | (35,970 | ) | (35,756 | ) | (12,598 | ) | (13,693 | ) | |||||||||||
| Profit for the period | 171,260 | 115,424 | 48,559 | 41,369 | ||||||||||||||||
| Attributable to the shareholders of the parent company | 173,378 | 116,983 | 49,246 | 41,907 | ||||||||||||||||
| Attributable to non-controlling interests | (2,118 | ) | (1,559 | ) | (687 | ) | (538 | ) | ||||||||||||
| Basic earnings per share in Brazilian Reais | 17(f) | 2.73 | 2.19 | 0.77 | 0.78 | |||||||||||||||
| Diluted earnings per share in Brazilian Reais | 17(f) | 2.61 | 2.12 | 0.74 | 0.76 | |||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-4
Vinci Compass Investments Ltd.
Interim consolidated statement of comprehensive income
For the nine-month period ended September 30
All amounts in thousands of reais unless otherwise stated
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Profit for the period | 171,260 | 115,424 | 48,559 | 41,369 | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Items that may be reclassified to profit or loss: | ||||||||||||||||
| Foreign exchange variance of investees | (42,624 | ) | 4,724 | (9,293 | ) | (422 | ) | |||||||||
| Total comprehensive income for the period | 128,636 | 120,148 | 39,266 | 40,947 | ||||||||||||
| Attributable to: | ||||||||||||||||
| Shareholders of the parent company | 130,754 | 121,707 | 39,953 | 41,485 | ||||||||||||
| Non-controlling interests | (2,118 | ) | (1,559 | ) | (687 | ) | (538 | ) | ||||||||
| 128,636 | 120,148 | 39,266 | 40,947 | |||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-5
Vinci Compass Investments Ltd.
Interim consolidated statement of changes in equity
For the nine-month period ended September 30
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Share | Additional | Retained | Other comprehensive income and | Treasury | Non-controlling | Total | ||||||||||||||||||||||||||
| capital | Paid-in capital | earnings | other reserves | shares | Total | interests | equity | |||||||||||||||||||||||||
| At January 01, 2024 | 15 | 1,408,438 | 111,444 | 31,876 | (172,863 | ) | 1,378,910 | 1,864 | 1,380,774 | |||||||||||||||||||||||
| Profit for the year | — | — | 116,983 | — | — | 116,983 | (1,559 | ) | 115,424 | |||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | — | — | — | 4,724 | — | 4,724 | — | 4,724 | ||||||||||||||||||||||||
| Share based payments | — | (2,735 | ) | 11,358 | 2,735 | 11,358 | — | 11,358 | ||||||||||||||||||||||||
| Treasury shares bought, net of shares sold | — | (144 | ) | — | (53,290 | ) | (53,434 | ) | — | (53,434 | ) | |||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||
| Dividends | — | — | (150,361 | ) | — | — | (150,361 | ) | — | (150,361 | ) | |||||||||||||||||||||
| At September 30, 2024 | 15 | 1,405,559 | 78,066 | 47,958 | (223,418 | ) | 1,308,180 | 305 | 1,308,485 | |||||||||||||||||||||||
| At January 01, 2025 | 18 | 2,097,712 | 30,682 | 73,769 | (259,773 | ) | 1,942,408 | (365 | ) | 1,942,043 | ||||||||||||||||||||||
| Profit for the year | — | — | 173,378 | — | — | 173,378 | (2,118 | ) | 171,260 | |||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||
| Foreign exchange variation of investee located abroad | — | — | — | (42,624 | ) | — | (42,624 | ) | — | (42,624 | ) | |||||||||||||||||||||
| Share based payments | — | (3,111 | ) | — | 17,669 | 3,111 | 17,669 | — | 17,669 | |||||||||||||||||||||||
| Treasury shares bought, net of shares sold | — | — | — | — | (49,946 | ) | (49,946 | ) | — | (49,946 | ) | |||||||||||||||||||||
| Allocation of profit: | ||||||||||||||||||||||||||||||||
| Dividends | — | — | (105,108 | ) | (55,012 | ) | — | (160,120 | ) | — | (160,120 | ) | ||||||||||||||||||||
| At September 30, 2025 | 18 | 2,094,601 | 98,952 | (6,198 | ) | (306,608 | ) | 1,880,765 | (2,483 | ) | 1,878,282 | |||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-6
Vinci Compass Investments Ltd.
Interim consolidated statements of cash flows
nine-month period ended September 30
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Notes | 09/30/2025 | 09/30/2024 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Profit before taxation | 207,230 | 151,180 | ||||||||||
| Adjustments to reconcile net income to cash flows from operations: | ||||||||||||
| Depreciation and amortization | 19 | 42,840 | 17,187 | |||||||||
| Investment income and exchange variation of financial instruments at fair value through profit or loss | 18,755 | (45,369 | ) | |||||||||
| Net foreign exchange on liabilities at amortized cost | 15(i) | (88,189 | ) | 61,242 | ||||||||
| Interest expense on loans and obligations | 20 | 46,339 | 46,075 | |||||||||
| Loss/(gain) on remeasurement of contingent consideration | 20 | (9,080 | ) | 3,371 | ||||||||
| Share based payments | 19 | 20,098 | 15,955 | |||||||||
| Financial result on lease agreements | 20 | 10,732 | 5,772 | |||||||||
| Net profit/(loss) of investments accounted for using the equity method | 8(b) | 2,588 | — | |||||||||
| Other adjustments | (1,184 | ) | — | |||||||||
| 250,129 | 255,413 | |||||||||||
| Changes in assets and liabilities | ||||||||||||
| Accounts receivables | 31,520 | 31,282 | ||||||||||
| Taxes recoverable | 5,301 | (3,489 | ) | |||||||||
| Other assets | 31,380 | (15,842 | ) | |||||||||
| Trade payables | (2,450 | ) | (725 | ) | ||||||||
| Deferred revenue | 15,002 | 13,444 | ||||||||||
| Accounts payable | (26,229 | ) | 2,566 | |||||||||
| Labor and social security obligations | (58,290 | ) | (29,891 | ) | ||||||||
| Taxes and contributions payable | (17,248 | ) | (1,016 | ) | ||||||||
| Other payables | 275 | — | ||||||||||
| Purchases of financial instruments related to retirements plans | (55,928 | ) | (219,705 | ) | ||||||||
| Contribution for retirements plans | 63,031 | 215,818 | ||||||||||
| Deferred taxes | (128 | ) | — | |||||||||
| (13,764 | ) | (7,558 | ) | |||||||||
| Cash generated from operations | 236,365 | 247,855 | ||||||||||
| Income tax paid | (39,262 | ) | (41,153 | ) | ||||||||
| Net cash inflow from operating activities | 197,103 | 206,702 | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Purchases of property and equipment and additions to intangible assets | (30,150 | ) | (11,768 | ) | ||||||||
| Purchase of financial instruments at fair value through profit or loss | (182,374 | ) | (300,875 | ) | ||||||||
| Sales of financial instruments at fair value through profit or loss | 340,447 | 307,967 | ||||||||||
| Payment for acquisition of subsidiary | — | (5,000 | ) | |||||||||
| Cash and cash equivalent acquired in business combination | — | 285 | ||||||||||
| Purchase and sales of financial instruments at amortized cost | (7,903 | ) | — | |||||||||
| Dividends received from joint ventures investments | 8(b) | 2,457 | — | |||||||||
| Capital increase in joint ventures investments | 8(b) | (13,972 | ) | — | ||||||||
| Net cash inflow (outflow) from investing activities | 108,505 | (9,391 | ) | |||||||||
| Cash flows from financing activities | ||||||||||||
| Interest payments of loans and obligations | 15 | (41,951 | ) | (37,015 | ) | |||||||
| Principal payments of loans and obligations | 15 | (27,700 | ) | (69,113 | ) | |||||||
| Treasury shares acquisition paid, net of treasury shares sold | 17(e) | (49,458 | ) | (54,262 | ) | |||||||
| Lease payments, net of sublease received | (23,323 | ) | (16,958 | ) | ||||||||
| Dividends paid | 17(d) | (159,535 | ) | (152,291 | ) | |||||||
| Net cash (outflow) from financing activities | (301,967 | ) | (329,639 | ) | ||||||||
| Net increase / (decrease) in cash and cash equivalents | 3,641 | (132,328 | ) | |||||||||
| Cash and cash equivalents at the beginning of the period | 5(c) | 223,302 | 660,305 | |||||||||
| Foreign exchange variation of cash and cash equivalents in subsidiary | (11,009 | ) | 6,429 | |||||||||
| Cash and cash equivalents at the end of the period | 5(c) | 215,934 | 534,406 | |||||||||
Non-cash financing activities:
Dividends declared and not yet paid until September 30, 2025 and 2024 were R$ 2,696 and R$ 3,791 (Note 12), respectively.
Contingent consideration (earn-out) as of September 30, 2025 and December 31, 2024 were 201,585 and 210,666 (Note 15), respectively. Vinci expects to pay part of its contingent consideration through its equity instruments. However, accordingly to IAS 32, the earn-out obligation was classified as a financial liability.
The accompanying notes are an integral part of these interim consolidated financial statements.
F-7
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 1 | Operations |
Vinci Compass Investments Ltd., formerly known as Vinci Partners Investments Ltd., is an exempted entity incorporated in the Cayman Islands (referred to herein as "Entity", "Group" or "Vinci Compass"). On July 9, 2025, Vinci Partners Investments Ltd. changes its name to Vinci Compass Investments Ltd. The Group started its activities in September 2009. Its objective is to hold investments in the capital of other companies as partner (shareholder). The investees are specialized in rendering alternative investment management, asset allocation, corporate advisory services, distribution services and retirement services.
The registered office of the Entity is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
On March 07, 2024, Vinci Compass announced an agreement for a business combination with Compass and on October 29, 2024, the transaction was completed, creating a full-service Latin American alternative asset manager with more than US$50 billion in assets under management. Please see note 8(a) in further detail regarding the transaction.
Tax Reform on Consumption
In Brazil, on December 20, 2023, Constitutional Amendment No. 132 (“CA 132/2023”) was promulgated, establishing the consumption tax reform (“Reform”). The Reform adopts a dual VAT model split between two jurisdictions: a federal tax (the Contribuição sobre Bens e Serviços - CBS), which will replace PIS and COFINS, and a subnational tax (the Imposto sobre Bens e Serviços - IBS), which will replace ICMS and ISS. A Selective Tax (IS), under federal jurisdiction, was also created to be levied on the production, extraction, commercialization, or importation of goods and services harmful to health and the environment, as set forth in complementary law.
There will be a transition period from 2026 to 2032, during which the old and new tax systems will coexist. The full impact of the Reform on the calculation of the above-mentioned taxes from the start of the transition period will only be fully known upon completion of the regulation of the outstanding topics by complementary law. Accordingly, there is no impact from the Reform on the financial statements as of September 30, 2025.
| 2 | Summary of significant accounting policies |
| 2.1 | Basis of preparation and presentation |
The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
The unaudited interim condensed consolidated financial statements are presented in Brazilian reais (“R$”), and all amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
The interim condensed consolidated financial statements of the Group of September 30, 2025 were approved by the Entity’s management on November 13, 2025.
F-8
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The Group’s annual audited consolidated financial statements were issued on February 26, 2025.
| (a) | Interim consolidated financial statements |
Vinci Compass operates as an asset management firm. The Group focuses on private equity, real assets, credit, equities, corporate advisory and investment products and solutions, which comprise the main activity of the Group.
The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Also, the Entity holds interest in subsidiaries whose main purpose and activities are providing services that relate to the Entity’s activities. Therefore, the Entity consolidates these subsidiaries.
Ownership interest in subsidiaries on September 30, 2025 and December 31, 2024 are as follows:
| Interest - % | ||||||||
| 09/30/2025 | 12/31/2024 | |||||||
| Subsidiaries | ||||||||
| Vinci Partners Investimentos Ltda. | 100 | 100 | ||||||
| Vinci Assessoria Financeira Ltda. (1) | 100 | 100 | ||||||
| Vinci Equities Gestora de Recursos Ltda. (1) | 100 | 100 | ||||||
| Vinci Gestora de Recursos Ltda. (1) | 100 | 100 | ||||||
| Vinci Capital Gestora de Recursos Ltda. (1) | 100 | 100 | ||||||
| Vinci Soluções de Investimentos Ltda. | 100 | 100 | ||||||
| Vinci Real Estate Gestora de Recursos Ltda. (1) | 100 | 100 | ||||||
| Vinci Capital Partners GP Limited. | 100 | 100 | ||||||
| Vinci Partners USA LLC | 100 | 100 | ||||||
| Vinci GGN Gestão de Recursos Ltda. (1) | 100 | 100 | ||||||
| Vinci Infraestrutura Gestora de Recursos Ltda. | 100 | 100 | ||||||
| Vinci Capital Partners Fund III GP Limited | 100 | 100 | ||||||
| GGN GP LLC | 100 | 100 | ||||||
| Vinci APM Ltda. (1) | 100 | 100 | ||||||
| Vinci Monalisa FIM Crédito Privado IE (2) | 100 | 100 | ||||||
| Vinci Asset Allocation Ltda. | 75 | 75 | ||||||
| VICC Infra GP LLC | 100 | 100 | ||||||
| Vinci Capital Partners IV GP LLC | 100 | 100 | ||||||
| Vinci Holding Securitária Ltda. | 85 | 85 | ||||||
| Vinci Vida e Previdência S.A. (3) | 85 | 85 | ||||||
| Vinci SPS Capital Gestão de Recursos Ltda. (4) | 100 | 100 | ||||||
| VICC Infra GP (Lux), S.A.R.L. | 100 | 100 | ||||||
| VINCI US RE Corporation (5) | 98 | 98 | ||||||
| MAV Capital Gestora de Recursos SS Ltda. (6) | 100 | 100 | ||||||
| ICML Gestão de Negócios e Participações SS Ltda. (6) | 100 | 100 | ||||||
| Lacan Administração de Bens e Participações Ltda. (7) | 100 | 100 | ||||||
| Lacan Investimentos e Participações Ltda. (7) | 100 | 100 | ||||||
| SPS IV GP LLC | 100 | 100 | ||||||
| MNC Holdings Limited (8) | 100 | 100 | ||||||
| Investis Asset Management S.A. (8) | 100 | 100 | ||||||
| Compass Group S.A. (8) | 100 | 100 | ||||||
| Vinci CG Gestora de Recursos Ltda (8) | 100 | 100 | ||||||
F-9
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Compass Investments Brazil LLC (8) | 100 | 100 | ||||||
| Vinci Compass Chile SpA (8) | 100 | 100 | ||||||
| Vinci Compass Inversiones SpA (8) | 100 | 100 | ||||||
| Compass Group Chile S.A. Administradora General De Fondos (8) | 100 | 100 | ||||||
| VC Servicios Financieros SpA (8) | 100 | 100 | ||||||
| Compass Group S.A. Asesores de Inversion (8) | 100 | 100 | ||||||
| VC Asesorias e Inversiones SpA (8) | 100 | 100 | ||||||
| VC Distribución Institucional SpA (8) | 100 | 100 | ||||||
| Compass Group Chile Spa (8) | 100 | 100 | ||||||
| Compass Group SA Comisionista de Bolsa (8) | 100 | 100 | ||||||
| VC Asesores De Inversión Colombia S.A.S (8) | 100 | 100 | ||||||
| Compass Investmenst De Mexico S. A. de C. V. Sociedad Operadora de Fondos de Inversion (8) | 100 | 100 | ||||||
| Compass Investmenst Corporativo S.A. de C.V. (8) | 100 | 100 | ||||||
| CDI Sociedad Administradora de Proyectos S.A. De C.V (8) | 100 | 100 | ||||||
| MB Property Management Mexico S de RL De C.V. (8) | 100 | 100 | ||||||
| CDI Sociedad Desarrolladora de Proyectos S.A. de C.V. (8) | — | 100 | ||||||
| Compass Group Holding S.A.P.I de C.V. (8) | 100 | 100 | ||||||
| Compass Servicios Operativos S de RL de C.V. (8) | 100 | 100 | ||||||
| Compass Desarrollo Inmobiliario S.A. de C.V. (8) | 100 | 100 | ||||||
| Compass Latin America Investments LLC (Delaware) (8) | 100 | 100 | ||||||
| Compass Capital Consultants S.A.C. (8) | 100 | 100 | ||||||
| Compass Peru S.A. (8) | 100 | 100 | ||||||
| Compass Group S.A.F. S.A. (8) | 100 | 100 | ||||||
| Compass Group Global Advisors S.A. (8) | 100 | 100 | ||||||
| Compass Group Uruguay Investment Advisors S.A. (8) | 100 | 100 | ||||||
| Bunara S.A. (8) | 100 | 100 | ||||||
| Cipresi S.A. (8) | 100 | 100 | ||||||
| CG Global Services S.A. (8) | 100 | 100 | ||||||
| Compass Group LLC Establecimiento Permanente en Chile (8) | 100 | 100 | ||||||
| Compass Group LLC (8) | 100 | 100 | ||||||
| CG Compass (USA) LLC (8) | 100 | 100 | ||||||
| Compass Group Holdings Inc (8) | 100 | 100 | ||||||
| Compass Group Investments Solutions LLC (8) | 100 | 100 | ||||||
| Compass Group Asset Management Holdings S.L.U. (8) | 100 | 100 | ||||||
| CDI Mexican Investments Ltd (8) | 100 | 100 | ||||||
| Compass GP Luxemburgo (8) | 100 | 100 | ||||||
| Inversiones La Esmeralda SpA (8) | 100 | 100 | ||||||
| Compass GSO COF IV Solutions GP Ltd (8) | 100 | 100 | ||||||
| Compass BXLS V Solutions GP (8) | 100 | 100 | ||||||
| Compass SP Solutions GP (8) | 100 | 100 | ||||||
| Compass LCP X Solutions GP (8) | 100 | 100 | ||||||
| Compass Secondaries Solutions (8) | 100 | 100 | ||||||
| Compass Capital (Cayman) (8) | 100 | 100 | ||||||
| Compass BCP Asia II Solutions (8) | 100 | 100 |
| (1) | Minority interest represents less than 0.001%. |
| (2) | Under the terms of IFRS 10, the Entity classifies Vinci Monalisa FIM Crédito Privado IE as an investment entity. Accordingly, the Entity does not consolidate its investment and measures at fair value through profit or loss in accordance with IFRS 9. |
| (3) | Vinci Compass has an indirect interest at Vinci Vida e Previdência of 85% through its subsidiary Vinci Holding Securitária Ltda., which holds 100% of ownership interest at Vinci Vida e Previdência. |
| (4) | On 16 August 2022, Vinci Soluções de Investimentos Ltda. acquired 90% of the issued share capital of SPS Capital Gestão de Recursos Ltda. The acquisition gives to Vinci Soluções de Investimentos the right of 100% on the economic interest of SPS Gestão de Recursos Ltda. |
| (5) | Under the terms of IFRS 10, the Entity classifies Vinci US RE Corporation as an investment entity. Accordingly, the Entity does not consolidate its investment and measures at fair value through profit or loss in accordance with IFRS 9. |
| (6) | On 29 June 2024, Vinci Gestora Recursos Ltda. acquired 30% of the issued share capital of MAV Capital Gestora de Recursos Ltda. and 100% of the issued share capital of ICML Gestão de Negócios e Participações SS Ltda. Vinci Compass has direct and indirect interest on MAV Capital Gestora de Recursos SS Ltda. Vinci Compass has indirect interest through its ownership interest on ICML Gestão de Negócios e Participações SS Ltda., which holds 70% of ownership interest at MAV. |
| (7) | Subsidiaries consolidated after Lacan business combination. Please see note 8(a)(iii) for further details of the transaction. |
| (8) | Subsidiaries consolidated after Compass business combination. Please see note 8(a)(ii) for further details of the transaction. |
F-10
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet respectively.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of adjustment to non-controlling interests and any consideration paid or received is recognized in another reserve within equity attributable to owners of Entity.
When the Group ceases to consolidate an investment or account for it under equity method because of a loss of control, joint control or significant influence, any interest retained in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
| 2.2 | Segment reporting |
Under the supervision of the Board of Directors, the CEO is responsible for the decision-making process related to executive themes, resources allocation and strategic decisions of Vinci Compass.
The strategic decisions of the Group comprise six distinct business segments: (i) Private Equity, (ii) Equities, (iii) Real Assets; (iv) Credit; (v) Global IP&S; and (vi) Corporate Advisory (see Note 23). Strategies were sorted out within business segments following technical and strategic similarities among funds’ attributes, such as management and performance fee structures, liquidity constraints, targeted returns and investor profile.
| 3 | Accounting estimates and judgments |
The Entity makes estimates and assumptions concerning the future, based on historical experience and other factors, including expectations of future events. The resulting accounting estimates will, by definition, seldom equal the related actual results. The main estimations and assumptions made by the Entity are included as follows:
| • | Allowance of expected credit losses of accounts receivable. |
| • | Provision for profit sharing. |
| • | Fair value measurement of financial assets. |
| • | Provision for contingent liabilities. |
| • | Impairment for goodwill and other intangible assets. |
| • | Fair value measurement of contingent consideration. |
F-11
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| • | Fair value of share-based payments. |
| • | Financial evaluation of compound instruments. |
| • | Estimated useful lives for fixed and intangible assets. |
| • | Estimative and assumptions related to lease contracts, including variable considerations, evaluation of implicit interest rate and extensions options. |
| 4 | Financial risk management |
The main risks related to the financial instruments are credit risk, market risk, and liquidity risk, as defined below. The management of such risks involves various levels in the Entity and comprehends a number of policies and strategies. The Group's risk management focuses on the unpredictability of financial markets and seeks to mitigate potential adverse impacts on the Group's financial performance.
| 4.1 | Financial risk factors |
This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance. Current year profit and loss information has been included where relevant to add further context.
The Group's risk management is predominantly controlled by a risk assessment department under process and controls approved by the management. The management provides written process and controls for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
| (a) | Credit risk |
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortized cost, at fair value through profit or loss (FVTPL), and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.
(i) Risk management
As of September 30, 2025, and December 31, 2024 the expected credit losses are considered immaterial due to the short maturities of the deposits and the credit quality of the counterparties, which have investment-grade evaluated by credit agencies. The Entity has not suffered any losses from cash and cash equivalents since inception. Vinci Compass's treasury review expected credit losses on a regular basis.
(ii) Impairment of financial assets
The Group has the following types of financial assets that are subject to the expected credit loss model:
| • | Accounts receivable. |
| • | Loans and receivables from employees evaluated at amortized cost. |
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the expected impairment loss was immaterial.
F-12
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (b) | Market risk |
(i) Foreign exchange risk
At the reporting date, the carrying amount of the Group’s assets and liabilities exposed to other currencies were as follows:
| Balance sheet | 09/30/2025 | 12/31/2024 | ||||||
| Cash and cash equivalents | 112,023 | 96,259 | ||||||
| Financial instruments at fair value through profit or loss | 204,141 | 102,626 | ||||||
| Accounts receivable | 46,599 | 171,744 | ||||||
| Taxes recoverable | 5,507 | 18,940 | ||||||
| Other receivables | 85,803 | 25,921 | ||||||
| Current assets | 454,073 | 415,490 | ||||||
| Financial instruments at fair value through profit or loss | 115,731 | 120,846 | ||||||
| Intangible assets | 15,926 | — | ||||||
| Financial instruments at amortized cost | 10,970 | 6,991 | ||||||
| Other receivables | — | 1,949 | ||||||
| Investments accounted for using the equity method | 59,636 | 55,081 | ||||||
| Deferred taxes | 12,106 | 10,313 | ||||||
| Lease, property and equipment | 66,367 | 89,130 | ||||||
| Non-current assets | 280,737 | 284,310 | ||||||
| Trade payables | 1,886 | 11,527 | ||||||
| Leases | 46,330 | 12,038 | ||||||
| Accounts payable | 61,659 | 6,402 | ||||||
| Loans and obligations | 37,981 | 7,200 | ||||||
| Labor and social security obligations | 49,384 | 69,235 | ||||||
| Taxes and contributions payable | 5,280 | 19,705 | ||||||
| Current liabilities | 202,519 | 126,107 | ||||||
| Other payables | — | 309 | ||||||
| Loans and obligations | 542,512 | 577,982 | ||||||
| Lease | — | 40,531 | ||||||
| Labor and security obligations | — | 341 | ||||||
| Related parties | 2,197 | — | ||||||
| Deferred taxes | 9,704 | 496 | ||||||
| Non-current liabilities | 554,412 | 619,659 | ||||||
| Net Equity exposed to other currencies | (22,121 | ) | (45,966 | ) | ||||
| Net Equity exposed to US Dollars | (116,137 | ) | (260,868 | ) | ||||
| Net Equity exposed to Euros | 2,149 | 2,096 | ||||||
| Net Equity exposed to Pounds | (1,779 | ) | 15,445 | |||||
| Net Equity exposed to Chilean Pesos | 45,465 | 120,484 | ||||||
| Net Equity exposed to Uruguayan Pesos | 12,067 | 1,239 | ||||||
| Net Equity exposed to Colombian Pesos | 3,148 | 13,352 | ||||||
| Net Equity exposed to Argentine Pesos | (1,034 | ) | 12,706 | |||||
| Net Equity exposed to Mexican Pesos | 11,154 | 11,366 | ||||||
| Net Equity exposed to Peruvian Sols | 22,846 | 38,214 | ||||||
In addition to the net assets presented in the table above, Vinci Compass Investments Ltd and Vinci Monalisa FIM Crédito Privado IE hold non-deliverable forwards contracts exposed do US Dollars in the amount of R$ 170,195 (US$ 32 million) as of September 30, 2025. Please see note 5(d)(ii) for more detail.
The aggregate net foreign exchange gains/losses recognized in profit or loss were:
F-13
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Net foreign exchange result | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Financial revenue | 18,253 | 2,293 | 5,830 | 2,293 | ||||||||||||
| Financial expense | — | (7,073 | ) | — | — | |||||||||||
| Net foreign exchange result, net | 18,253 | (4,780 | ) | 5,830 | 2,293 | |||||||||||
The Group operates internationally and is exposed to foreign exchange risk.
Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the Group.
(ii) Interest rate risk
The Group's profit or loss is sensitive to higher/lower interest income from cash equivalents and fixed income funds as a result of changes in interest rates.
(iii) Price risk
The Group's exposure to investment securities price risk arises from investments held by the group and classified in the balance sheet at fair value through profit or loss (note 5).
To manage its price risk arising from investments in investment securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group. Note 4(d) demonstrates the sensitivity analyses of impact for the assets held by the Group.
| (c) | Liquidity risk |
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At the end of the reporting period the Group held bank deposits, certificates of deposits and US treasury bills of R$ 215,934 (12/31/2024 – R$ 223,302) that are expected to readily generate cash inflows for managing liquidity risk.
Net debt reconciliation
This section sets out an analysis of net debt and the movements in net debt for each of the years presented.
| 09/30/2025 | 12/31/2024 | |||||||
| Cash and cash equivalents | 215,934 | 223,302 | ||||||
| Financial instruments at fair value through profit or loss | 1,449,485 | 1,531,036 | ||||||
| Trade payables | (9,081 | ) | (11,527 | ) | ||||
| Labor and social security obligations | (135,201 | ) | (191,063 | ) | ||||
| Accounts payable | (38,025 | ) | (38,667 | ) | ||||
| Lease liabilities | (143,403 | ) | (119,455 | ) | ||||
| Convertible preferred shares | (493,447 | ) | (577,982 | ) | ||||
| Commercial notes | (35,962 | ) | (55,150 | ) | ||||
| Consideration payable | (5,821 | ) | (10,542 | ) | ||||
| Other obligations | (1,468 | ) | (7,202 | ) | ||||
| Retirement plans liabilities | (478,007 | ) | (374,813 | ) | ||||
| Net debt | 325,004 | 367,937 | ||||||
F-14
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The contingent consideration was not included in the net debt calculation since, subjected to certain conditions, the obligation will be mainly settled by shares held in treasury or shares to be issued by Vinci Compass.
| Financial liabilities | Other assets | |||||||||||||||||||||||
| Payables | Loans and obligations | Retirement plans | Lease liabilities | Cash and cash equivalents | Financial instruments at fair value through profit or loss | |||||||||||||||||||
| Net debt as at | ||||||||||||||||||||||||
| December 31, 2023 | (114,752 | ) | (617,092 | ) | (85,554 | ) | (72,812 | ) | 660,305 | 1,168,355 | ||||||||||||||
| Cash flow, accruals and provision | (126,505 | ) | 112,315 | (279,770 | ) | 29,406 | (512,354 | ) | 269,443 | |||||||||||||||
| Fair value adjustment | — | (37,998 | ) | (9,489 | ) | — | 31,955 | 93,238 | ||||||||||||||||
| Addition and finance expenses accrual | — | (184,292 | ) | — | (76,049 | ) | — | — | ||||||||||||||||
| Foreign exchange adjustments | — | (134,475 | ) | — | — | 43,396 | — | |||||||||||||||||
| December 31, 2024 | (241,257 | ) | (861,542 | ) | (374,813 | ) | (119,455 | ) | 223,302 | 1,531,036 | ||||||||||||||
| Cash flow, accruals and provision | 58,951 | 65,090 | (63,033 | ) | 23,323 | (12,430 | ) | (114,059 | ) | |||||||||||||||
| Fair value adjustment | — | 5,734 | (40,161 | ) | — | 8,943 | 32,508 | |||||||||||||||||
| Addition and finance expenses accrual | — | (35,754 | ) | — | (47,271 | ) | — | — | ||||||||||||||||
| Foreign exchange adjustments | — | 88,189 | — | — | (3,881 | ) | — | |||||||||||||||||
| September 30, 2025 | (182,306 | ) | (738,283 | ) | (478,007 | ) | (143,403 | ) | 215,934 | 1,449,485 | ||||||||||||||
Maturities of financial liabilities
Except for the retirement plans liabilities, the tables below analyze the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for significant financial liabilities.
| Contractual maturities of financial liabilities at September 30, 2025 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (9,081 | ) | — | — | (9,081 | ) | (9,081 | ) | ||||||||||||
| Labor and social security obligations | (128,508 | ) | (6,693 | ) | — | (135,201 | ) | (135,201 | ) | |||||||||||
| Lease liabilities | (28,882 | ) | (54,578 | ) | (115,703 | ) | (199,163 | ) | (143,403 | ) | ||||||||||
| Accounts payable | (38,024 | ) | — | — | (38,024 | ) | (38,024 | ) | ||||||||||||
| Loans and financing | (48,629 | ) | (147,556 | ) | (938,507 | ) | (1,134,692 | ) | (738,283 | ) | ||||||||||
| Total | (253,124 | ) | (208,827 | ) | (1,054,210 | ) | (1,516,161 | ) | (1,063,992 | ) | ||||||||||
| Contractual maturities of financial liabilities at December 31, 2024 | Less than 1 year | Between 1 and 3 years | Over 3 years | Total | Carrying amount | |||||||||||||||
| Trade payables | (11,527 | ) | — | — | (11,527 | ) | (11,527 | ) | ||||||||||||
| Labor and social security obligations | (182,071 | ) | (6,372 | ) | (2,620 | ) | (191,063 | ) | (191,063 | ) | ||||||||||
| Lease liabilities | (33,303 | ) | (40,669 | ) | (60,054 | ) | (134,025 | ) | (119,455 | ) | ||||||||||
| Accounts payable | (38,667 | ) | — | — | (38,667 | ) | (38,667 | ) | ||||||||||||
| Loans and financing | (72,303 | ) | (150,003 | ) | (1,065,615 | ) | (1,287,921 | ) | (861,542 | ) | ||||||||||
| Total | (337,871 | ) | (197,044 | ) | (1,128,289 | ) | (1,663,203 | ) | (1,222,254 | ) | ||||||||||
F-15
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (d) | Sensitivity analysis |
The Group monitors and evaluates the market risk related to its financial investments portfolio periodically to assess its volatility, through changes that can significantly impact on its financial results. Considering a period of one day and the historical results over the past year, the following Value at Risk (VAR) parameters were used:
| ● | -0.81% (or R$ -12.7 million) of the financial investment portfolio for a confidence interval of 95% on September 30, 2025 (0.17% or R$ 2.4 million on December 31, 2024). |
| ● | -1.14% (or R$ -17.9 million) of the financial investment portfolio for a confidence interval of 99% on September 30, 2025 (0.27% or R$ 3.8 million on December 31, 2024). |
Additionally, the Group evaluated the financial investment portfolio on September 30, 2025 and December 31, 2024, through stress scenarios according to the main risk factors related to its investments, as presented in the table below:
| Financial Impact (**) | ||||
| Risk Factor | Variation in | Stress Scenario (*) | 09/30/2025 | 12/31/2024 |
| Current inflation | Inflation index | -100bps | 3.5 | 3.1 |
| Exchange traded real estate funds | Share prices | -10% | (10.9) | (12.4) |
| Brazilian stock prices | Share prices | -10% | (3.2) | (4.4) |
| Fixed-rate offshore rates | US yield curve | -100bps | 0.1 | (53.0) |
| Foreign exchange rate | Foreign exchange rates | 10% (***) | 5.3 | (9.4) |
| Domestic base overnight rate | Domestic base overnight rate | -100bps | (6.6) | (4.2) |
(*) bps - basis point (1bps = 0,01%)
(**) In millions of Brazilian reais
(***) Brazilian reais devaluation against US Dollars
An equal change in the opposite direction of the stress scenario would have affected the financial investment portfolio by a similar amount, on the basis that all other variables remain constant.
| 5 | Financial instruments |
This note provides information about the group's financial instruments, including:
- an overview of all financial instruments held by the Group
- specific information about each type of financial instrument
- accounting policies
- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.
The Group classifies its financial assets in the following measurement categories:
| ● | those measured at fair value or through profit or loss, and |
| ● | those measured at amortized cost. |
F-16
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded in profit or loss.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on the trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
The Group holds the following financial instruments:
| Financial assets | Section | 09/30/2025 | 12/31/2024 | |||||||||
| Accounts receivable | (a) | 212,332 | 243,852 | |||||||||
| Other financial assets at amortized cost | (b) | 43,159 | 44,342 | |||||||||
| Cash and cash equivalents | (c) | 215,934 | 223,302 | |||||||||
| Financial assets at fair value through profit or loss (FVPL) | (d) | 1,584,294 | 1,671,860 | |||||||||
| 2,055,719 | 2,183,356 | |||||||||||
| Financial liabilities | ||||||||||||
| Financial liabilities at fair value through profit or loss (FVPL) | (d) | 11,217 | — | |||||||||
| Liabilities at amortized cost | (e) | 182,032 | 241,257 | |||||||||
| Lease liabilities | (e) | 143,403 | 119,455 | |||||||||
| Loans and financing | (e) | 738,284 | 861,542 | |||||||||
| Retirement plans liabilities | (e) | 478,007 | 374,813 | |||||||||
| 1,552,943 | 1,597,067 | |||||||||||
The Group's exposure to risks associated with the financial instruments is discussed in Note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.
| a) | Accounts receivable |
| Current assets | 09/30/2025 | 12/31/2024 | ||||||
| Accounts receivable from contracts with customers | 198,041 | 228,583 | ||||||
| Loss allowance | (632 | ) | (632 | ) | ||||
| Non-current assets | ||||||||
| Accounts receivable from contracts with customers | 14,923 | 15,901 | ||||||
| 212,332 | 243,852 | |||||||
Accounts receivables are recognized initially at the amount of consideration that is unconditional and are not submitted to any financial components. They are subsequently measured at amortized cost, less loss allowance.
Current accounts receivable are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore classified as current in their entirety. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
F-17
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Non-current accounts receivable comprised by unrealized performance fees and other receivables. Unrealized performance fees are recognized when the management, with accumulated experience, estimates that it is highly probable that a significant reversal will not occur. Vinci Compass expects the amounts receivable related to unrealized performance fees to be collected in 2025. However, due to uncertainties regarding their realization, the balance has been classified as non-current
Monthly, the Entity evaluates the revenues and receipts for each customer (Funds). Additionally, on a quarterly basis Vinci Compass analyzes the outstanding balances to calculate expected credit losses and the exposure to credit risk from receivables are reviewed. Accounts receivable allowance for expected credit losses are presented in general and administrative expense.
The loss allowances for accounts receivable as of September 30, 2025 and December 31, 2024 reconcile to the opening loss allowances as follows:
| 09/30/2025 | 12/31/2024 | |||||||
| Opening loss allowance on January 1 | (632 | ) | (150 | ) | ||||
| Loss allowance assumed as a result of business combination | — | (491 | ) | |||||
| Decrease in accounts receivable allowance recognized in profit or loss | — | 9 | ||||||
| Closing loss allowance on September 31 | (632 | ) | (632 | ) | ||||
Accounts receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. The Entity wrote off R$ 19 in accounts receivable during the third quarter of 2025. Subsequent recoveries of amounts previously written off are credited against the same line item.
| b) | Other financial assets at amortized cost |
Financial assets at amortized cost refer to the following debt instruments:
| 09/30/2025 | 12/31/2024 | |||||||
| Employees loans (Note 7 (iii)) | 15,154 | 15,100 | ||||||
| Receivable from employees (Note 7 (i)) | 28,005 | 29,242 | ||||||
These amounts generally arise from transactions outside the usual operating activities of the group. Interest may be charged at commercial rates and collateral is not normally obtained.
All the financial assets at amortized cost are denominated in Brazilian currency units. As a result, there is no exposure to foreign currency risk. There is also no exposure to price risk as the investments will be held to maturity.
See note 6 for more details.
| c) | Cash and cash equivalents |
| 09/30/2025 | 12/31/2024 | |||||||
| Cash and bank deposits | 103,176 | 99,156 | ||||||
| Financial instruments at fair value through profit or loss (i) | 96,994 | 120,492 | ||||||
| Financial instruments at amortized cost (ii) | 15,764 | 3,654 | ||||||
| 215,934 | 223,302 | |||||||
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, bank deposits held at financial institutions, and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
F-18
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
(i) Comprises certificates of deposits issued by Banco Bradesco (National Long Term Rating AAA evaluated by Fitch Ratings) with an interest rate of 100% of CDI (interbank deposit rate). The certificates are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
| (ii) | Comprised of US Treasury Bills. |
| d) | Financial assets and liabilities at fair value through profit or loss |
The group classifies the following financial assets and liabilities at fair value through profit or loss (FVPL):
| - | Mutual funds; |
| - | Private markets funds; |
| - | Real Estate Investments; |
| - | Derivatives financial instruments; |
| - | Listed equity securities. |
Financial assets and liabilities measured at FVPL include the following categories:
| 09/30/2025 | 12/31/2024 | |||||||
| Current assets | 1,446,890 | 1,528,113 | ||||||
| Mutual funds (i) | 1,445,316 | 1,519,524 | ||||||
| Derivative financial assets (ii) | 1,468 | 5,647 | ||||||
| Listed equity securities | 106 | 2,836 | ||||||
| Other financial assets | — | 106 | ||||||
| Non-current assets | 137,404 | 143,747 | ||||||
| Mutual funds | 16,153 | 9,919 | ||||||
| Private markets funds (iii) | 28,753 | 30,189 | ||||||
| Real Estate Investments (iv) | 91,089 | 102,264 | ||||||
| Listed equity securities | 1,409 | 1,375 | ||||||
| Current liabilities | 11,217 | — | ||||||
| Derivative financial liabilities (ii) | 11,217 | — | ||||||
The following table demonstrates the funds invested included in each category mentioned above.
| (i) Mutual funds | ||||||||
| 09/30/2025 | 12/31/2024 | |||||||
| Current assets | 1,445,316 | 1,507,177 | ||||||
| Vinci Monalisa FIM Crédito Privado IE (2) | 879,458 | 1,025,462 | ||||||
| Vinci Multiestratégia FIM | 436 | 1,038 | ||||||
| Vinci Special Opportunities Fund Master SP | 14,537 | — | ||||||
| Compass Lapco Fondo De Inversion Serie B | 5,768 | — | ||||||
| Vinci Institucional FI RF Referenciado DI | — | 3,028 | ||||||
| Vinci Income Fund Ltd | 27,609 | 31,150 | ||||||
| Vinci Argentina Opportunity Fund II | — | 17,120 | ||||||
| Vinci Reservas Técnicas FI RF DI | 10,192 | 16,392 | ||||||
| Retirement services investment funds (1) | 478,006 | 374,813 | ||||||
| FI Vinci Renda Fixa CP | 10,002 | 7,676 | ||||||
| Fondo Mutuo Compass Liquidez | 5,664 | 14,862 | ||||||
| LV Money Market USD | 4,946 | 5,592 | ||||||
| Other mutual funds | 8,698 | 10,044 | ||||||
| Non-current assets | 16,153 | 22,266 | ||||||
| Compass - Fondo de Inversión Adelanto de Efectivo | 11,419 | 12,347 | ||||||
| Other mutual funds | 4,734 | 9,919 | ||||||
F-19
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
(1) These funds refer to the financial products as part of the Group's retirement plans services. See Note 16 for further information.
(2) Vinci Monalisa FIM Crédito Privado IE (“Vinci Monalisa”) is a mutual fund incorporated in Brazil and wholly owned by the Entity. Vinci Monalisa’s balances are the following:
| 09/30/2025 | 12/31/2024 | |||||||
| Net Asset Value | 879,458 | 1,025,462 | ||||||
| Mutual funds | 266,145 | 460,892 | ||||||
| Real estate funds | 226,728 | 214,428 | ||||||
| Private market funds | 302,870 | 274,699 | ||||||
| Other assets/liabilities | 83,715 | 75,443 | ||||||
Vinci Monalisa’s portfolio is comprised of liquid and illiquid investee funds with different redemption criteria. Over 49% of its investments are liquid and may be redeemed and 51% are non-redeemable investments. The following tables demonstrate the funds invested by Vinci Monalisa:
Mutual funds
Vinci Monalisa holds investments in several mutual funds to seek profitability through investments in various classes of financial assets such as fixed income assets, Brazilian government bonds, public equities, derivatives financial instruments, investment funds and other short-term liquid securities. As of September 30, 2025 and December 31, 2024, Vinci Monalisa holds R$ 266,145 and R$ 460,892 of investments in mutual funds, respectively, which are distributed in the following classification:
| 09/30/2025 | 12/31/2024 | |||||||
| Mutual Funds’ classification | ||||||||
| Interest and foreign exchange (a) | 79.18 | % | 81.72 | % | ||||
| Foreign investments (b) | 0.00 | % | 7.19 | % | ||||
| Macro (c) | 6.09 | % | 4.92 | % | ||||
| Specific strategy (d) | 14.73 | % | 6.17 | % | ||||
| 100.00 | % | 100.00 | % | |||||
| (a) | Funds that seek long-term returns via investments in fixed-income assets, admitting strategies that imply interest risk, price index risk and foreign currency risk. |
| (b) | Funds that invest in financial assets abroad in a portion greater than 40% of their net asset values. |
| (c) | Funds that operate in various asset classes (fixed income, variable income, foreign exchange, etc.), with investment strategies based on medium and long-term macroeconomic scenarios. |
| (d) | Funds that adopt an investment strategy that involves specific risks, such as commodities, futures of index, etc. |
| Real Estate funds | ||||
| 09/30/2025 | 12/31/2024 | |||
| Vinci Fulwood DL FII (a) | 75,915 | 71,884 | ||
| Vinci Credit Securities FII (b) | 61,126 | 56,706 | ||
| Vinci Imóveis Urbanos FII (c) | 38,258 | 40,077 | ||
| Vinci Offices FII (d) | 23,304 | 22,624 | ||
| Other real estate funds (e) | 28,125 | 23,137 | ||
| 226,728 | 214,428 |
| (a) | The fund’s strategy is to provide its shareholders with profitability resulting from the sale of properties, as well as the eventual commercial exploitation of properties. The Fund may carry out renovations or improvements to properties with the aim of enhancing the returns arising from their commercial exploitation or eventual commercialization. |
| (b) | The fund invests in real estate receivable certificates, bonds and other real estate assets; |
| (c) | The fund’s investment strategy is to acquire properties in the retail, general markets, health and education sectors located in large urban centers that, in the Manager's view, generate long-term value; |
| (d) | The fund invests in controlling corporate buildings, mostly leased, which, in the Manager's view, generate value for the properties. |
| (e) | Comprised of funds that allocate their capital in diversified portfolios of shares of real estate funds, real estate receivable certificates, bonds, securities and other real estate assets. |
F-20
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Private markets funds | ||||||||
| 09/30/2025 | 12/31/2024 | |||||||
| Vinci Crédito Infra Institucional Fundo Incentivado – Infraestrutura (a) | 69,006 | 60,068 | ||||||
| Vinci Infra Água e Saneamento Strategy FIP – Infraestrutura (b) | 56,332 | 56,160 | ||||||
| VCP IV Master FIP B (c) | 81,956 | 67,248 | ||||||
| Vinci Strategic Partners I FIP – Classe A (d) | 25,297 | 20,201 | ||||||
| Vinci Strategic Partners I FIP – Classe B (d) | 6,790 | 5,598 | ||||||
| Vinci Infraestrutura Transporte e Logística FIP | 17,507 | 17,626 | ||||||
| Vinci Infra Coinvestimento I FIP - Infraestrutura | 960 | 7,608 | ||||||
| Vinci Impacto Ret IV FIP Multiestratégia | 8,939 | 6,343 | ||||||
| Lacan Florestal III Feeder FIP Multiestratégia (e) | 13,773 | 13,297 | ||||||
| Lacan Florestal II - FIP Multiestratégia (e) | 5,624 | 5,444 | ||||||
| Lacan Florestal IV Feeder FIP Multiestratégia - IS (e) | 3,003 | 1,763 | ||||||
| Other funds | 13,683 | 13,343 | ||||||
| Total private markets funds | 302,870 | 274,699 | ||||||
(a) The Fund aims to increase the value of its shares through subscription or acquisition, on the primary or secondary market, predominantly of debentures issued by privately held companies, for the purpose of raising funds to implement projects relating to the implementation, expansion, maintenance, recovery, adaptation, or modernization of infrastructure projects.
(b) The Fund's investment policy is the acquisition of shares, subscription bonuses, debentures convertible or not into shares, or other securities, convertible or exchangeable into shares issued by companies, publicly or privately held in the water sector and basic sanitation.
(c) VCP IV is being established with the intention to continue the Group’s investment strategy of pursuing opportunistic private equity and equity-like investments in Brazil. Fund will maintain the Group’s opportunistic approach that provides flexibility to invest in four different sub-strategies: (i) Growth Equity, (ii) Buyout, (iii) Minority Growth and (iv) Turnaround, with a higher focus on the Growth and Buyout strategies.
(d) The purpose of the funds is to obtain capital gains through investment in assets in Brazil, such as shares in Brazilian private equity funds; and shares, subscription bonuses, simple and convertible debentures, other securities and bonds convertible or exchangeable into shares, provided that the debentures and other securities and bonds are admitted under the terms of the specific regulations applicable to RPPS and EFPC.
(e) The Funds’ objective is to manage and administer planted forests to supply eucalyptus wood, pine wood and other species for the purpose of generating energy in power plants, extracting wood from planted forests and managing administrative and sales activities.
| (ii) Derivative financial assets/liabilities |
| September 30, 2025 | Notional Amount of Contract with Final Expiration Date in thousands of US Dollars | Fair value | ||||||||||||||||
| Derivative financial instruments | Currency | Up to 9 months | Between 9 months and 1 year | Asset | Liability | |||||||||||||
| Purchase Forward | USD x CHL | (292 | ) | (15 | ) | (1,053 | ) | — | ||||||||||
| Sales Forward | CHL x USD | 292 | 15 | 2,521 | — | |||||||||||||
| Purchase Forward | USD x BRL | 30,000 | — | — | (11,217 | ) | ||||||||||||
| Total | 30,000 | — | 1,468 | (11,217 | ) | |||||||||||||
Derivatives are only used for economic hedging purposes and not as speculative investments. They are presented as current assets or liabilities to the extent that they are expected to be settled 12 months after the end of the reporting period.
F-21
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (iii) Private markets | ||||||||
| 09/30/2025 | 12/31/2024 | |||||||
| Vinci Capital Partners III Feeder FIP Multiestratégia | 4,872 | 4,236 | ||||||
| Nordeste III FIP Multiestratégia | 1,707 | 3,400 | ||||||
| Fundo Garantidor de Infraestrutura – FGIE – Class A | 3,587 | 3,272 | ||||||
| Fundo Garantidor de Infraestrutura – FGIE – Class B | 14,408 | 13,151 | ||||||
| Compass Global Investments III | 1,979 | 3,152 | ||||||
| Compass Global Investments II | 1,451 | 1,975 | ||||||
| Compass Private Equity VII FI | 749 | 1,003 | ||||||
| Total Private markets funds | 28,753 | 30,189 | ||||||
| (iv) Real Estate Investments | ||||||||
| 09/30/2025 | 12/31/2024 | |||||||
| Compass Desarrollo Inmobiliario (ROU) | 2,595 | 2,923 | ||||||
| Vinci US RE Corporation (a) | 57,816 | 67,313 | ||||||
| CCLA Capital | 16,227 | 14,471 | ||||||
| Compass Desarrollo Inmobiliario | 6,393 | 8,237 | ||||||
| CCLA Desarrollo y Renta IMU | 4,021 | 4,434 | ||||||
| Compass Desarrollo y Rentas | 2,766 | 3,319 | ||||||
| Other Real Estate investments | 1,271 | 1,567 | ||||||
| Total Real Estate Investments | 91,089 | 102,264 | ||||||
| (a) | Vinci Compass invests in several properties through its subsidiary Vinci US RE Corporation. The investments are intended to develop real estate properties in New York for capital appreciation through income or sale of the respective properties. |
During the year, the following gains were recognized in profit or loss:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Fair value gains on investments at FVPL recognized in finance income | 71,223 | 50,111 | 19,926 | 8,569 | ||||||||||||
| e) | Financial liabilities |
| 09/30/2025 | 12/31/2024 | |||||||
| Current | 247,822 | 310,788 | ||||||
| Trade payables | 9,081 | 11,527 | ||||||
| Financial instruments at fair value through profit or loss | 11,217 | — | ||||||
| Labor and social security obligations (Note 13) | 128,508 | 182,071 | ||||||
| Loans and obligations (Note 15) | 32,384 | 45,220 | ||||||
| Lease liabilities | 28,882 | 33,303 | ||||||
| Accounts payable (Note 12) | 37,750 | 38,667 | ||||||
| Non-current | 1,305,396 | 1,286,279 | ||||||
| Accounts payable (Note 12) | 275 | — | ||||||
| Lease liabilities | 114,521 | 86,152 | ||||||
| Labor and social security obligations (Note 13) | 6,693 | 8,992 | ||||||
| Loans and obligations (Note 15) | 705,900 | 816,322 | ||||||
| Retirement plans liabilities (Note 16) | 478,007 | 374,813 | ||||||
| 1,553,218 | 1,597,067 | |||||||
F-22
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.
| On September 30, 2025 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Listed equity securities | 1,515 | — | — | 1,515 | ||||||||||||
| Certificate Deposits | — | 96,994 | — | 96,994 | ||||||||||||
| Mutual funds | — | 1,461,469 | — | 1,461,469 | ||||||||||||
| Derivative financial assets | — | 1,468 | — | 1,468 | ||||||||||||
| Private equity funds | — | — | 28,753 | 28,753 | ||||||||||||
| Real Estate Investments | — | — | 91,089 | 91,089 | ||||||||||||
| Total Financial Assets | 1,515 | 1,559,931 | 119,842 | 1,681,288 | ||||||||||||
| Financial Liabilities | ||||||||||||||||
| Derivative financial liabilities | — | 11,217 | — | 11,217 | ||||||||||||
| Total Financial Liabilities | — | 11,217 | — | 11,217 | ||||||||||||
| On December 31, 2024 | ||||||||||||||||
| Recurring fair value measurements | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Financial Assets | ||||||||||||||||
| Listed equity securities | 4,211 | — | — | 4,211 | ||||||||||||
| Other financial assets | — | 106 | — | 106 | ||||||||||||
| Certificate Deposits | — | 120,492 | — | 120,492 | ||||||||||||
| Mutual funds | — | 1,529,443 | — | 1,529,443 | ||||||||||||
| Derivative financial assets | — | 5,647 | — | 5,647 | ||||||||||||
| Private equity funds | — | — | 30,189 | 30,189 | ||||||||||||
| Real Estate Investments | — | — | 102,264 | 102,264 | ||||||||||||
| Total Financial Assets | 4,211 | 1,655,688 | 132,453 | 1,792,352 | ||||||||||||
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded real estate funds) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Vinci Monalisa is a financial instrument classified as level 2. Its portfolio is comprised of items that could be classified as level 1, level 2 and level 3, in the amount of R$ 214,114, R$ 265,570 and R$ 402,642, respectively (On December 31, 2024: R$ 118,089, R$ 537,653 and R$ 369,720, respectively).
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
F-23
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Valuation techniques used to determine fair values
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices
- for level 3 financial instruments – discounted cash flow analysis.
All non-listed assets fair value estimates are included in level 2, except for private equity funds and real estate investments, where the fair values have been determined based on fair value appraisals for fund's investments, performed by the fund's management or a third party hired by the Fund’s Administrator. The most part of the level 3 financial instruments evaluation uses discount cash flows techniques to evaluate the fair value of the Fund's investments. The appraisals performed by a third party are reviewed by Vinci Compass or its subsidiaries (fund's management).
Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the period/year ended September 30, 2025 and December 31, 2024:
| Fair Value | ||||
| Closing balance January 1, 2024 | 7,146 | |||
| Capital deployment | 102,611 | |||
| Sales and distributions | (163 | ) | ||
| Gain recognized in finance income | 22,859 | |||
| Closing balance December 31, 2024 | 132,453 | |||
| Capital deployment | 1,907 | |||
| Sales and distributions | (2,782 | ) | ||
| Loss recognized in finance income | (11,736 | ) | ||
| Closing balance September 30, 2025 | 119,842 | |||
| 6 | Financial instruments at amortized cost |
| 09/30/2025 | 12/31/2024 | |||||||
| Certificate of deposit | 2,930 | 3,232 | ||||||
| Guarantee deposits | 2,936 | 3,759 | ||||||
| 5,866 | 6,991 | |||||||
F-24
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 7 | Other assets |
| 09/30/2025 | 12/31/2024 | |||||||
| Receivables from employees (i) | 28,005 | 29,242 | ||||||
| Related parties’ receivables (ii) | 16,646 | 23,297 | ||||||
| Employees loans (iii) | 15,154 | 15,100 | ||||||
| Advances to projects in progress (iv) | 13,505 | 14,314 | ||||||
| Finix Transaction Receivable (v) | 5,186 | 12,075 | ||||||
| Restricted deposit (vi) | 8,297 | — | ||||||
| Prepaid expenses | 6,907 | 5,392 | ||||||
| Guarantee deposits | 420 | 1,096 | ||||||
| Sundry advances | 83 | 333 | ||||||
| Sublease receivables | — | 232 | ||||||
| Others | 3,634 | 3,660 | ||||||
| 97,837 | 104,741 | |||||||
| Current | 53,576 | 55,273 | ||||||
| Non-current | 44,261 | 49,468 | ||||||
| 97,837 | 104,741 | |||||||
| (i) | Refers to a related party transaction. See Note 22 (d) for more details. |
| (ii) | Refers to an intercompany transaction. See Note 22 (b) for more details. |
| (iii) | Refers to amounts receivable from employees. |
| (iv) | Refers to costs incurred by projects related to funds administered by Vinci Compass, that are initially paid by the Group and subsequently reimbursed. |
| (v) | The amount is related to the sale of Fingroup shares, which occurred on October 14, 2024. Before the business combination, Compass held 50% ownership interest in Fingroup, sold before the closing date of the business combination. The outstanding will be received in a last installment, on April 30, 2026. |
| (vi) | Refers to a restricted deposit maintained by CG Compass (USA) LLC to meet legal and contractual obligations. |
F-25
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 8 | Investments |
| (a) | Business Combination |
Details of the estimated purchase consideration, the net assets acquired, goodwill and other intangible assets are as follows:
| Compass | MAV | Lacan | ||||||||||
| Cash paid | 201,372 | 5,000 | 70,000 | |||||||||
| Shares issued (Class A Shares) | 692,156 | — | — | |||||||||
| Consideration payable | — | 10,000 | — | |||||||||
| Contingent consideration | 74,903 | 18,010 | 33,468 | |||||||||
| Total purchase consideration | 968,431 | 33,010 | 103,468 | |||||||||
The assets and liabilities recognized as a result of the acquisition are as follows:
| Compass | MAV | Lacan | ||||||||||
| Cash and cash equivalents | 51,032 | 285 | 1,987 | |||||||||
| Other assets and liabilities | 301,948 | (221 | ) | (1,497 | ) | |||||||
| Management contracts and customers relationship | 324,361 | 5,760 | 27,660 | |||||||||
| Brands | 77,763 | — | — | |||||||||
| 755,104 | 5,824 | 28,150 | ||||||||||
| Goodwill (a) | 213,327 | 27,186 | 75,318 | |||||||||
| Net assets acquired | 968,431 | 33,010 | 103,468 | |||||||||
| (a) | The goodwill includes all business combinations made by the entity, not just those described. |
Compass and Lacan business combinations are still under their measurement period. During this period, additional assets or liabilities can be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date. The measurement period ends as soon as Vinci Compass receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.
During the second quarter of 2025, the Group evaluated the management contracts and customers relationship of MAV’s business combination. The amount of $ 2,515 was classified as Goodwill to Management contracts and customers relationship.
All the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024.
F-26
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (b) | Investments accounted for using the equity method |
As of September 30, 2025, the details of investments in associates and joint ventures are as follows:
| Affiliate | Country | Ownership | Nature of relationship | Equity | Share of profit (loss) (***) |
|
CCLA Holdings Development and Property Management SL (“CCLA Holdings”) (*) |
Spain | 50% | Joint venture | 47,536 | (8,460) |
| CCLA SMA I Operator, Ltd (*) | Cayman | 50% | Joint venture | 2,542 | 5,011 |
| Mexican associates’ entities (**) | Mexico | (**) | Associate | 9,558 | 861 |
| 59,636 | (2,588) |
(*) Joint Venture relationships with CIM Group. There is no control in these investments.
(**) Investments in Mexican associates comprise regulatory investment required to Compass Investment de México S.A. de C.V. Mexican associates does not have control over these investments. The ownership on theses associates may vary from 0.04% to 1.89%.
(***) Comprise group’s share of the post-acquisition profits or losses of the investees.
As of September 30, 2025, movements in investment in joint ventures and associates are as follows:
| CCLA Holdings | Mexican associates | CCLA Operator | Total | |||||||||||||
| Investments recognized as a result of business combination | 32,604 | 7,943 | — | 40,547 | ||||||||||||
| Capital increase | 13,140 | — | — | 13,140 | ||||||||||||
| Equity gain (loss) | (1,652 | ) | 152 | — | (1,500 | ) | ||||||||||
| Foreign exchange variation | 2,356 | 538 | — | 2,894 | ||||||||||||
| Closing balance of investment on December 30, 2024 | 46,448 | 8,633 | — | 55,081 | ||||||||||||
| Capital increase | 13,972 | — | — | 13,972 | ||||||||||||
| Dividends Distributed | — | — | (2,457 | ) | (2,457 | ) | ||||||||||
| Equity gain (loss) | (8,460 | ) | 861 | 5,011 | (2,588 | ) | ||||||||||
| Foreign exchange variation | (4,422 | ) | 64 | (12 | ) | (4,370 | ) | |||||||||
| Closing balance of investment on September 30, 2025 | 47,538 | 9,558 | 2,542 | 59,638 | ||||||||||||
F-27
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Summarized financial information for material associates and joint ventures:
The tables below provide summarized financial information for those joint ventures and associates that are material to the Group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures and not Vinci Compass share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.
| CCLA Holdings | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Current assets | 61,047 | 89,175 | ||||||
| Non-current assets | 76,338 | 55,502 | ||||||
| Current liabilities | (22,226 | ) | (51,780 | ) | ||||
| Non-current liabilities | (20,083 | ) | — | |||||
| Net assets | 95,076 | 92,897 | ||||||
| Ownership interest | 50 | % | 50 | % | ||||
| Investments by equity method | 47,538 | 46,448 | ||||||
| (c) | Non-controlling interests (NCI) |
Set out below is summarized financial information for each subsidiary that has non-controlling interests. The amounts disclosed for each subsidiary are before inter-company eliminations.
| Vinci Asset Allocation | Vinci Holding Securitária | Total | ||||||||||||||||||||||
| 09/30/2025 | 12/31/2024 | 09/30/2025 | 12/31/2024 | 09/30/2025 | 12/31/2024 | |||||||||||||||||||
| Summarized Balance Sheet | ||||||||||||||||||||||||
| Current assets | 353 | 466 | 488,812 | 392,026 | 489,165 | 392,492 | ||||||||||||||||||
| Current liabilities | (128 | ) | (777 | ) | (1,633 | ) | (3,447 | ) | (1,762 | ) | (4,224 | ) | ||||||||||||
| Current net assets | 225 | (311 | ) | 487,179 | 388,579 | 487,403 | 388,268 | |||||||||||||||||
| Non-current assets | 600 | 601 | 28,021 | 21,393 | 28,621 | 21,994 | ||||||||||||||||||
| Non-current liabilities | (3,350 | ) | (2,750 | ) | (527,541 | ) | (408,305 | ) | (530,891 | ) | (411,055 | ) | ||||||||||||
| Non-current net assets | (2,750 | ) | (2,149 | ) | (499,520 | ) | (386,912 | ) | (502,270 | ) | (389,061 | ) | ||||||||||||
| Net assets | (2,525 | ) | (2,460 | ) | (12,341 | ) | 1,667 | (14,867 | ) | (793 | ) | |||||||||||||
| Accumulated NCI | (631 | ) | (615 | ) | (1,852 | ) | 250 | (2,483 | ) | (365 | ) | |||||||||||||
| Summarized statement | Vinci Asset Allocation | Vinci Holding Securitária | Total | |||||||||||||||||||||
| of comprehensive income | 09/30/2025 | 09/30/2024 | 09/30/2025 | 09/30/2024 | 09/30/2025 | 09/30/2024 | ||||||||||||||||||
| Revenue | 547 | 289 | 439 | 273 | 986 | 562 | ||||||||||||||||||
| Profit for the period | (65 | ) | (750 | ) | (14,008 | ) | (9,143 | ) | (14,073 | ) | (9,893 | ) | ||||||||||||
| Total comprehensive income | (65 | ) | (750 | ) | (14,008 | ) | (9,143 | ) | (14,073 | ) | (9,893 | ) | ||||||||||||
| Profit/(loss) allocated to NCI | (17 | ) | (188 | ) | (2,101 | ) | (1,371 | ) | (2,118 | ) | (1,559 | ) | ||||||||||||
F-28
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 9 | Property and equipment |
| 09/30/2025 | ||||||||||||||||||||||||||||
Buildings | Furniture and fittings stuffs | Improvements in properties of third parties | Computers and peripherals
| Equipment and tools | Work of arts and others | Total | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At January 1, 2025 | 27,889 | 10,534 | 70,951 | 6,243 | 8,790 | 676 | 125,083 | |||||||||||||||||||||
| Acquisitions, net of disposals | — | 434 | 13,066 | 1,185 | 688 | 1,696 | 17,069 | |||||||||||||||||||||
| - Write-off of fully depreciated items | — | — | (2,061 | ) | — | — | — | (2,061 | ) | |||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | — | — | (3,330 | ) | — | (1,000 | ) | (12 | ) | (4,342 | ) | |||||||||||||||||
| At September 30, 2025 | 27,889 | 10,968 | 78,626 | 7,428 | 8,478 | 2,360 | 135,749 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| At January 1, 2025 | (93 | ) | (5,500 | ) | (50,810 | ) | (1,799 | ) | (7,738 | ) | (11 | ) | (65,951 | ) | ||||||||||||||
| Depreciation | (418 | ) | (873 | ) | (4,483 | ) | (1,311 | ) | (284 | ) | — | (7,369 | ) | |||||||||||||||
| Write-off of fully depreciated items | — | — | 2,061 | — | — | — | 2,061 | |||||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | — | (185 | ) | 1,959 | 362 | 742 | — | 2,878 | ||||||||||||||||||||
| At September 30, 2025 | (511 | ) | (6,558 | ) | (51,273 | ) | (2,748 | ) | (7,280 | ) | (11 | ) | (68,381 | ) | ||||||||||||||
| Net book value | ||||||||||||||||||||||||||||
| At January 1, 2025 | 27,796 | 5,034 | 20,141 | 4,444 | 1,052 | 665 | 59,132 | |||||||||||||||||||||
| At September 30, 2025 | 27,378 | 4,410 | 27,353 | 4,680 | 1,198 | 2,349 | 67,368 | |||||||||||||||||||||
| Annual depreciation rate - % | 5 | From 5 to 10 | From 10 to 20 | 20 | From 5 to10 | — | — | |||||||||||||||||||||
F-29
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 12/31/2024 | ||||||||||||||||||||||||||||
Buildings | Furniture and fittings stuffs | Improvements in properties of third parties | Computers and peripherals | Equipment and tools | Work of arts and others | Total | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At January 1, 2024 | — | 12,858 | 48,963 | 7,634 | 10,325 | 791 | 80,571 | |||||||||||||||||||||
| Assets recognized as a result of business combination | 27,889 | 1,985 | 16,453 | 2,378 | 211 | 160 | 49,076 | |||||||||||||||||||||
| Acquisitions, net of disposals | — | 346 | 523 | 1,277 | 185 | (275 | ) | 2,056 | ||||||||||||||||||||
| - Write-off of fully depreciated items | — | (4,655 | ) | (138 | ) | (5,046 | ) | (3,415 | ) | (13,253 | ) | |||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | — | — | 5,150 | — | 1,484 | — | 6,634 | |||||||||||||||||||||
| At December 31, 2024 | 27,889 | 10,534 | 70,951 | 6,243 | 8,790 | 676 | 125,083 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| At January 1, 2024 | — | (9,303 | ) | (43,205 | ) | (6,128 | ) | (9,344 | ) | — | (67,980 | ) | ||||||||||||||||
| Depreciation | (93 | ) | (937 | ) | (3,414 | ) | (702 | ) | (379 | ) | — | (5,525 | ) | |||||||||||||||
| Write-off of fully depreciated items | — | 4,608 | 138 | 5,046 | 3,415 | — | 13,207 | |||||||||||||||||||||
| Foreign Exchange variations of property and equipment abroad | — | 132 | (4,329 | ) | (15 | ) | (1,430 | ) | (11 | ) | (5,653 | ) | ||||||||||||||||
| At December 31, 2024 | (93 | ) | (5,500 | ) | (50,810 | ) | (1,799 | ) | (7,738 | ) | (11 | ) | (65,951 | ) | ||||||||||||||
| Net book value | ||||||||||||||||||||||||||||
| At January 1, 2024 | — | 3,555 | 5,758 | 1,506 | 981 | 791 | 12,591 | |||||||||||||||||||||
| At December 31, 2024 | 27,796 | 5,034 | 20,141 | 4,444 | 1,052 | 665 | 59,132 | |||||||||||||||||||||
| Annual depreciation rate - % | 50 | From 5 to 10 | From 10 to 20 | 20 | From 5 to10 | — | — | |||||||||||||||||||||
F-30
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 10 | Intangible assets |
Intangible assets include expenditure on the development of the software, placement agent and the management contracts, customers relationship, brands, and the goodwill generated by the acquisitions of SPS, MAV, Compass and Lacan.
The software development comprises mainly the following assets:
| - | Products for Risk System and Portfolio Allocation, whose purpose is to evaluate the risk of the funds and to allocate the clients' portfolio; and |
| - | Systems and applications which are being developed to support retirement services applications. |
The Entity assesses at each reporting date whether there is an indication that an intangible asset may be impaired, If any indication exists, the Entity estimates the asset's recoverable amount. There were no indications of impairment of intangible assets for the year ended September 30, 2025 and December 31, 2024.
| 09/30/2025 | ||||||||||||||||||||||||
Brands and licenses | Software development | Placement Agent | Goodwill | Management Contracts and Customer relationships | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At January 1, 2025 | 77,822 | 46,973 | 24,540 | 555,175 | 383,082 | 1,087,592 | ||||||||||||||||||
| Additions | — | 13,656 | 527 | — | — | 14,183 | ||||||||||||||||||
| Reclassification (Note 8) | — | — | — | (2,515 | ) | 2,515 | — | |||||||||||||||||
| Write-off of assets, including fully depreciated items | — | (1,102 | ) | — | — | — | (1,102 | ) | ||||||||||||||||
| Foreign exchange variation of intangible assets abroad | — | (2,173 | ) | (660 | ) | (744 | ) | (742 | ) | (4,319 | ) | |||||||||||||
| At September 30, 2025 | 77,822 | 57,354 | 24,407 | 551,916 | 384,855 | 1,096,354 | ||||||||||||||||||
| Accumulated amortization | ||||||||||||||||||||||||
| At January 1, 2025 | — | (15,566 | ) | (4,952 | ) | — | (9,125 | ) | (29,643 | ) | ||||||||||||||
| Amortization | — | (6,209 | ) | (1,867 | ) | — | (10,176 | ) | (18,252 | ) | ||||||||||||||
| Foreign exchange variation of intangible assets abroad | — | 1,693 | 182 | — | 200 | 2,075 | ||||||||||||||||||
| At September 30, 2025 | — | (20,082 | ) | (6,637 | ) | — | (19,101 | ) | (45,820 | ) | ||||||||||||||
| At January 1, 2025 | 77,822 | 31,407 | 19,588 | 555,175 | 373,957 | 1,057,949 | ||||||||||||||||||
| At September 30, 2025 | 77,822 | 37,272 | 17,770 | 551,916 | 365,754 | 1,050,534 | ||||||||||||||||||
| Amortization rate (per year) - % | 20 | % | ||||||||||||||||||||||
F-31
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 12/31/2024 | ||||||||||||||||||||||||
Brands and licenses | Software development | Placement Agent | Goodwill | Management Contracts and Customer relationships | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| At January 1, 2024 | 29 | 40,304 | 20,722 | 162,290 | 22,049 | 245,394 | ||||||||||||||||||
| Assets recognized as a result of business combination | 77,763 | 5,225 | — | 392,345 | 360,689 | 836,021 | ||||||||||||||||||
| Additions | 30 | 15,696 | 3,284 | — | — | 19,010 | ||||||||||||||||||
| Write-off of assets, including fully depreciated items | — | (16,416 | ) | — | — | — | (16,416 | ) | ||||||||||||||||
| Foreign exchange variation of intangible assets abroad | — | 2,164 | 534 | 540 | 344 | 3,583 | ||||||||||||||||||
| At December 31, 2024 | 77,822 | 46,973 | 24,540 | 555,175 | 383,082 | 1,087,592 | ||||||||||||||||||
| Accumulated amortization | ‘ | |||||||||||||||||||||||
| At January 1, 2024 | — | (24,686 | ) | (1,896 | ) | — | (4,064 | ) | (30,646 | ) | ||||||||||||||
| Amortization | — | (4,476 | ) | (2,769 | ) | — | (5,061 | ) | (12,306 | ) | ||||||||||||||
| Write-off of assets, including fully depreciated items | — | 14,712 | — | — | — | 14,712 | ||||||||||||||||||
| Foreign exchange variation of intangible assets abroad | — | (1,118 | ) | (287 | ) | — | — | (1,403 | ) | |||||||||||||||
| At December 31, 2024 | — | (15,566 | ) | (4,952 | ) | — | (9,125 | ) | (29,643 | ) | ||||||||||||||
| At January 1, 2024 | 29 | 15,618 | 18,826 | 162,290 | 17,985 | 214,748 | ||||||||||||||||||
| At December 31, 2024 | 77,822 | 31,407 | 19,588 | 555,175 | 373,957 | 1,057,949 | ||||||||||||||||||
| Amortization rate (per year) - % | 20 | % | — | |||||||||||||||||||||
F-32
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024.
No impairment losses were recognized on September 30, 2025 and December 31, 2024.
| 11 | Leases |
This note provides information for leases where the Group is a lessee. The notes also provide the information of subleases agreements where the Group is a lessor, once part of the assets leased by the Group is subleased to third parties.
| (i) | Amount recognized in the balance sheet |
The balance sheet shows the following amounts relating to leases:
| 09/30/2025 | 12/31/2024 | |||||||
| Sub-lease receivable | ||||||||
| Brazil | — | 1,758 | ||||||
| Chile | 3,500 | 4,081 | ||||||
| Total | 3,500 | 5,839 | ||||||
| Current | — | 1,758 | ||||||
| Non-current | 3,500 | 4,081 | ||||||
| Total | 3,500 | 5,839 | ||||||
| Right of use assets | ||||||||
| Brazil | 81,895 | 51,712 | ||||||
| USA | 25,338 | 32,212 | ||||||
| Others offices | 20,678 | 18,193 | ||||||
| Total | 127,911 | 102,117 | ||||||
| Lease liabilities | ||||||||
| Brazil | (87,367 | ) | (56,510 | ) | ||||
| USA | (32,896 | ) | (40,956 | ) | ||||
| Others offices | (23,140 | ) | (21,989 | ) | ||||
| Total | (143,403 | ) | (119,455 | ) | ||||
| 09/30/2025 | 12/31/2024 | |||||||
| Current | (28,882 | ) | (33,303 | ) | ||||
| Non-current | (114,521 | ) | (86,152 | ) | ||||
| Total | (143,403 | ) | (119,455 | ) | ||||
Addition to the right-of-use assets resulted from new contracts and contracts modifications were R$ 47,271 until September 30, 2025 (additions of R$ 121 during 2024 financial year).
F-33
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (ii) | Amount recorded in the statement of profit or loss |
The statement of profit or loss shows the following amounts relating to leases:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Right of use assets depreciation | (16,593 | ) | (7,007 | ) | (4,610 | ) | (2,333 | ) | ||||||||
| Financial expense | (10,853 | ) | (6,223 | ) | (3,373 | ) | (1,931 | ) | ||||||||
| (27,446 | ) | (13,230 | ) | (7,983 | ) | (4,264 | ) | |||||||||
The total cash outflow for leases until September 30, 2025 was R$ 23,325 (R$ 20,335 until September 30, 2024).
The Group’s leasing activities and how these are accounted for are disclosed in the Group’s annual consolidated financial statements as of December 31, 2024.
| 12 | Accounts payable |
| 09/30/2025 | 12/31/2024 | |||||||
| Accrued liabilities (i) | 15,248 | 16,533 | ||||||
| Temporary deposit from clients (ii) | 14,903 | 11,561 | ||||||
| Dividends payable | 2,696 | 3,791 | ||||||
| Related Parties (iii) | 2,196 | 805 | ||||||
| Lease payable – prior month expense | 929 | 1,840 | ||||||
| Ownership interest acquisition | 286 | — | ||||||
| Treasury shares acquisition | — | 810 | ||||||
| Other payables | 1,492 | 3,327 | ||||||
| 37,750 | 38,667 | |||||||
| Legal claims (iv) | 275 | — | ||||||
| 275 | — | |||||||
| (i) | Mainly comprised by fees and commissions payable for local administrators and distributors. |
| (ii) | Comprises payments of services made by the client to invest in the Mexican Investment Fund through the investment manager |
| (iii) | Refers to a related party transaction. See Note 22 (e) for more details. |
| (iv) | Please see note 24 for further details. |
F-34
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 13 | Labor and social security obligations |
| 09/30/2025 | 12/31/2024 | |||||||
| Profit sharing | 93,016 | 146,743 | ||||||
| Labor provisions | 42,185 | 44,320 | ||||||
| 135,201 | 191,063 | |||||||
| Current | 128,508 | 182,071 | ||||||
| Non-current | 6,693 | 8,992 | ||||||
Except for the profit sharing related to the unrealized performance fees, the accrual for profits sharing payable on December 31, 2024, were paid in the first quarter of 2025. Profit sharing is calculated based on the performance review of each employee plus the area performance, in accordance with the Entity policy. Vinci Compass Management estimated the profit sharing as of September 30, 2025, based on the management and advisory net revenue recognized and the realized performance fee up to September 30, 2025. Since the second quarter of 2022 labor provisions have been impacted by provisions and social charges related to Restricted Share Units Plan (RSUs). The non-current amount comprises the provisions and social charges for the RSUs, of which the vesting dates are over 1 year.
| 14 | Taxes and contributions payable |
| 09/30/2025 | 12/31/2024 | |||||||
| Income tax | 16,102 | 28,812 | ||||||
| Social contribution | 4,437 | 3,985 | ||||||
| Social Contribution on revenues (COFINS) | 2,381 | 2,769 | ||||||
| Service tax (ISS) on billing | 519 | 604 | ||||||
| Social Integration Program (PIS) | 788 | 1,677 | ||||||
| Others | 1,827 | 3,008 | ||||||
| 26,054 | 40,855 | |||||||
| 15 | Loans and obligations |
| 09/30/2025 | 12/31/2024 | |||||||
| Convertible Preferred Shares (i) | 493,447 | 577,982 | ||||||
| Commercial Notes (ii) | 35,962 | 55,150 | ||||||
| Consideration payable (iii) | 5,821 | 10,542 | ||||||
| Contingent consideration (iv) | 201,585 | 210,666 | ||||||
| Banco Security (v) | — | 5,647 | ||||||
| Other obligations | 1,469 | 1,555 | ||||||
| 738,284 | 861,542 | |||||||
| Current | 32,384 | 45,220 | ||||||
| Non-current | 705,900 | 816,322 | ||||||
F-35
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2024.
| (i) | Convertible Preferred Shares |
The following table presents the changes in the Convertible Preferred Shares in the period ended September 30, 2025 and December 31, 2024:
| Closing balance December 31, 2023 | 431,333 | |||
| Net foreign exchange loss/(gain) | 136,374 | |||
| Interest expense | 49,261 | |||
| Interest paid | (38,986 | ) | ||
| Closing balance December 31, 2024 | 577,982 | |||
| Net foreign exchange loss/(gain) | (88,189 | ) | ||
| Interest expense | 38,499 | |||
| Interest paid | (34,845 | ) | ||
| Closing balance September 30, 2025 | 493,447 | |||
| Current | 10,689 | |||
| Non-current | 482,758 |
On January 1, 2025, the Entity paid the total amount of R$ 12,398 related to the dividends of the series A convertible preferred shares.
On April 1, 2025, the Entity paid the total amount of R$ 11,495 related to the dividends of the series A convertible preferred shares.
On July 1, 2025, the Entity paid the total amount of R$ 10,952 related to the dividends of the series A convertible preferred shares.
| (ii) | Commercial notes |
The following table presents the changes in the Commercial Notes up the period ended September 30, 2025 and December 31, 2024:
| Closing balance December 31, 2023 | 73,189 | |||
| Interest expense | 8,651 | |||
| Interest paid | (8,912 | ) | ||
| Principal paid | (17,778 | ) | ||
| Closing balance December 31, 2024 | 55,150 | |||
| Interest expense | 5,685 | |||
| Interest paid | (7,095 | ) | ||
| Principal paid | (17,778 | ) | ||
| Closing balance September 30, 2025 | 35,962 | |||
| Current | 18,517 | |||
| Non-current | 17,445 |
F-36
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (iii) | Consideration payable |
| SPS | MAV | |||||||
| Closing balance December 31, 2023 | 48,200 | — | ||||||
| Obligations acquired | — | 10,000 | ||||||
| Interest expense | 3,145 | 533 | ||||||
| Principal paid | (51,336 | ) | — | |||||
| Closing balance December 31, 2024 | 9 | 10,533 | ||||||
| Interest expense | — | 651 | ||||||
| Interest paid | — | (372 | ) | |||||
| Principal paid | — | (5,000 | ) | |||||
| Closing balance September 30, 2025 | 9 | 5,812 | ||||||
| Current | — | |||||||
| Non-current | 5,821 | |||||||
Consideration payable is financial liability evaluated at amortized cost. Interest expense is calculated using the effective interest method and is recognized in profit or loss as part of financial expense.
| (iv) | Contingent consideration |
On September 30, 2025, Vinci Compass reevaluated the fair value of the obligation based on the economic conditions at that date, resulting in a decrease of the contingent consideration fair value. The variation was recognized as a gain in the financial result in the amount of R$ 9,081 for the nine months period ended September 30, 2025 (expense of R$ 3,371 for the nine months period ended September 30, 2024).
On September 30, 2025, the fair value of the obligation based on the economic conditions at that date is R$ 201,585 (R$ 210,666 is December 31, 2024).
| (v) | Banco Security |
See details in note 5 (d).
| 16 | Retirement plans liabilities |
During the year of 2023, the subsidiary Vinci Vida e Previdência S.A. started its retirement services operations. As of September 2025 and December 2024, active plans are principally the accumulation of financial resources through products PGBL (Free Benefit Generator Plan) and VGBL (Free Benefit Generator Life) structured in the form of variable contribution, for the purpose of granting participants with returns based on the accumulated capital in the form of monthly withdraws for a certain term or temporary monthly withdraws.
In this respect, such financial products represent investment contracts that have the legal form of retirement plans, but which do not transfer insurance risk to the Group. Therefore, contributions received from participants are accounted for as liabilities and balance consists of the balance of the participant in the linked Specially Constituted Investment Fund (“FIE”) at the reporting date (Note 5). On September 30, 2025 the Retirement plan liabilities are R$ 478,007 (R$ 374,813 as of December 31, 2024).
F-37
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 17 | Equity |
| (a) | Capital |
The capital comprises 54,230,733 Class A shares and 14,466,239 Class B shares with a par value of US$ 0.00005 each.
The Class A common shares have been approved for listing on the Nasdaq Global Select Market, or Nasdaq, under the symbol "VINP." Vinci Compass has two classes of common shares: Class A common shares and our Class B common shares.
Class B common shares carry rights that are identical to the Class A common shares, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class B common shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportional ownership interest; and (4) Class B common shares shall not be listed on any stock exchange and will not be publicly traded.
Fair value option of convertible preferred shares
As informed on note 15 (i), when the initial carrying amount of a compound financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting from the fair value of the instrument determined for the liability component. At the transaction date, on October 10, 2023, the fair value of the stock option and the amount of transaction cost were allocated to the equity in the amounts of R$ 34,141 and R$ 1,958, respectively.
| (b) | Retained earnings |
Retained earnings comprise the net profit generated by the Entity which were not distributed to their shareholders or approved to be distributed by the Entity management.
| (c) | Other comprehensive income and other reserves |
Other comprehensive income and other reserves comprise the following operations:
| (i) | Exchange variation on investees |
Comprises the exchange variation in investments made on investees which have a functional currency other than Brazilian Reais, the Entity functional currency. When a foreign operation is sold, the associated exchange differences are reclassified as a profit or loss, as part of the gain or loss on sale.
| (ii) | Share-based payments |
Benefits to its employees through a share-based incentive.
| (d) | Dividends |
On February 26, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of March 13, 2025, totalizing US$ 9,525 (R$ 55,012), paid on March 27, 2025.
F-38
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
On May 9, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of May 27, 2025, totalizing US$ 9,487 (R$ 53,637), paid on June 10, 2025.
On August 8, 2025, Vinci Compass declared a quarterly dividend distribution of US$ 0.15 per common share to shareholders as of August 25, 2025, totalizing US$ 9,487 (R$ 51,471), paid on September 9, 2025.
Once dividends are declared and approved by the board of directors, they will be paid on a proportional basis to the owners of the common shares.
| (e) | Treasury shares |
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within the additional paid-in capital.
On February 7, 2024, the Entity announced a new share buyback plan and a share repurchase plan to buy back up to R$60.0 million of the Entity's outstanding Class A common shares which shall be executed through open market transactions or privately negotiated purchases. The plan is approved to replace the share buyback and repurchase plans approved on February 14, 2023, which expired on the date that the R$60.0 million buyback limit set thereunder was reached.
On September 26, 2024, the Entity announced a new share buyback and share repurchase plans to buy back up to US$15.0 million of the Entity’s outstanding Class A common shares which shall be executed through open market transactions or privately negotiated purchases. The plans are approved to replace the share buyback plan announced on February 7, 2024, which expired on the date that the R$60.0 million buyback limit set thereunder was reached.
During the year 2025, the Entity bought back 856,910 shares from its shareholders and the market, in the amount of R$ 49,946.
In September 2025 the Entity holds 5,452,313 Class A common shares in treasury.
F-39
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (f) | Basic and diluted earnings per share |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| a) Basic earning per share | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 2.73 | 2.19 | 0.77 | 0.78 | ||||||||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 2.73 | 2.19 | 0.77 | 0.78 | ||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| b) Diluted earning per share | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| From continuing operations attributable to the ordinary equity holders of the Entity | 2.61 | 2.12 | 0.74 | 0.76 | ||||||||||||
| Total basic earning per share attributable to the ordinary equity holders of the Entity | 2.61 | 2.12 | 0.74 | 0.76 | ||||||||||||
| c) Reconciliations of earnings used in calculating earnings per share | ||||||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Basic earnings per share: | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Profit attributable to the ordinary equity holders of the Entity used in calculating basic earnings per share: | ||||||||||||||||
| From continuing operations | 173,378 | 116,983 | 49,246 | 41,907 | ||||||||||||
| 173,378 | 116,983 | 49,246 | 41,907 | |||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Diluted earnings per share: | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Profit from continuing operations attributable to the ordinary equity holders of the Entity | ||||||||||||||||
| Used in calculating basic earnings per share | 173,378 | 116,983 | 49,246 | 41,907 | ||||||||||||
| Used in calculating diluted earnings per share | 173,378 | 116,983 | 49,246 | 41,907 | ||||||||||||
| d) Weighted average number of shares used as the denominator | ||||||||||||||||
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: | 63,397,750 | 53,367,970 | 63,965,792 | 53,732,029 | ||||||||||||
| Adjustments for calculation of diluted earnings per share: | 2,978,476 | 1,733,042 | 2,978,476 | 1,733,042 | ||||||||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | 66,376,226 | 55,101,012 | 66,944,268 | 55,465,071 | ||||||||||||
F-40
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 18 | Revenue from services rendered |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Gross revenue from fund management | 615,633 | 339,002 | 209,270 | 114,089 | ||||||||||||
| Gross revenue from performance fees | 15,063 | 10,188 | 3,088 | 1,948 | ||||||||||||
| Gross revenue from advisory | 78,418 | 30,089 | 26,109 | 6,557 | ||||||||||||
| Gross revenue from other revenues (a) | 33,610 | — | 11,404 | — | ||||||||||||
| Gross revenue from services rendered | 742,724 | 379,279 | 249,871 | 122,594 | ||||||||||||
| In Brazil | 293,081 | 299,770 | 101,805 | 101,338 | ||||||||||||
| Abroad | 449,643 | 79,509 | 148,066 | 21,256 | ||||||||||||
| Taxes and contributions | (25,615 | ) | (24,358 | ) | (8,558 | ) | (7,988 | ) | ||||||||
| Net revenue from services rendered | 717,109 | 354,921 | 241,313 | 114,606 | ||||||||||||
| Net revenue from fund management | 592,637 | 317,339 | 201,539 | 106,750 | ||||||||||||
| Net revenue from performance fees | 14,405 | 9,776 | 2,986 | 1,890 | ||||||||||||
| Net revenue from advisory | 76,457 | 27,806 | 25,384 | 5,966 | ||||||||||||
| Net revenue from other revenues (a) | 33,610 | — | 11,404 | — | ||||||||||||
| (a) | Comprised of advisory and execution, and fund services fees. |
| 19 | General and administrative expenses |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Personnel (a) | (180,126 | ) | (54,527 | ) | (56,647 | ) | (19,088 | ) | ||||||||
| Share Based Plans (b) | (20,098 | ) | (15,955 | ) | (8,101 | ) | (4,147 | ) | ||||||||
| Profit-sharing (a) | (107,593 | ) | (65,775 | ) | (37,689 | ) | (20,135 | ) | ||||||||
| (307,817 | ) | (136,257 | ) | (102,437 | ) | (43,370 | ) | |||||||||
| Third party expenses (c) | (135,679 | ) | (42,974 | ) | (42,221 | ) | (12,007 | ) | ||||||||
| Right of use depreciation (d) | (16,593 | ) | (7,007 | ) | (4,610 | ) | (2,333 | ) | ||||||||
| Depreciation and amortization (e) | (26,247 | ) | (10,180 | ) | (9,716 | ) | (3,800 | ) | ||||||||
| Travel and representations | (11,363 | ) | (5,025 | ) | (3,514 | ) | (1,852 | ) | ||||||||
| Condominium expenses | (7,625 | ) | (2,099 | ) | (2,566 | ) | (789 | ) | ||||||||
| Other operating expenses (f) | (26,875 | ) | (9,342 | ) | (9,415 | ) | (3,527 | ) | ||||||||
| (532,199 | ) | (212,884 | ) | (174,479 | ) | (67,678 | ) | |||||||||
(a) Personnel and profit-sharing
According to the profit-sharing program and objectives established at the beginning of each year, management estimated the payment of profit sharing in the amount of R$ 107,593 (R$ 65,775 on September 30, 2024) for the nine-months period ended September 30, 2025. The increase in the first semester of 2025 is mainly related to the business combinations concluded in the third quarter of 2024, which increases the personnel and profit-sharing expenses.
F-41
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
(b) Share-based payments
See Note 25 for more details.
(c) Third party expense
Third party expenses are composed of accounting, advisory, information technology, marketing, third-party distribution services and other contracted services.
(d) Right of use depreciation
See Note 11 for more details.
(e) Depreciation and amortization
The amount is mainly comprised of property and equipment depreciation and intangible amortization.
(f) Other operating expenses
The amount is mainly comprised of office expenses, including energy, cleaning, maintenance and conservation, among several other expenses.
| 20 | Finance income/(expenses) |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Investment income (i) | 71,223 | 50,111 | 19,926 | 8,569 | ||||||||||||
| Financial revenue through amortized cost | 833 | 17,875 | 369 | 6,192 | ||||||||||||
| Foreign currency variation income | 18,253 | 2,293 | 5,830 | 2,293 | ||||||||||||
| Financial revenue on sublease agreements | 121 | 451 | 10 | 121 | ||||||||||||
| Contingent consideration variation (iii) | 9,080 | — | — | — | ||||||||||||
| Other finance income | 3,736 | 1,732 | 1,550 | 445 | ||||||||||||
| Finance income | 103,246 | 72,462 | 27,685 | 17,620 | ||||||||||||
| Financial expense on lease agreements | (10,853 | ) | (6,223 | ) | (3,373 | ) | (1,931 | ) | ||||||||
| Interest expense on loans and financing (ii) | (46,339 | ) | (46,075 | ) | (14,798 | ) | (15,650 | ) | ||||||||
| Bank fees | (603 | ) | (100 | ) | (139 | ) | (67 | ) | ||||||||
| Interest and arrears | (3 | ) | (3 | ) | (3 | ) | (3 | ) | ||||||||
| Fines on taxes | (1 | ) | (3 | ) | — | (1 | ) | |||||||||
| Interest on taxes | — | (85 | ) | — | (1 | ) | ||||||||||
| Foreign currency variation on liabilities at amortized cost | — | (7,073 | ) | — | — | |||||||||||
| Contingent consideration variation (iii) | — | (3,371 | ) | (13,398 | ) | 8,248 | ||||||||||
| Other financial expenses (iv) | (20,539 | ) | (386 | ) | (5,260 | ) | (81 | ) | ||||||||
| Finance expenses | (78,338 | ) | (63,319 | ) | (36,971 | ) | (9,486 | ) | ||||||||
| Finance profit/(loss), net | 24,908 | 9,143 | (9,286 | ) | 8,134 | |||||||||||
F-42
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (i) | Investment income and losses comprise the fair value changes on the financial instruments at fair value through profit or loss, Segregated investment income result is demonstrated below. |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Mutual funds and fixed income investments (a) | 64,675 | 48,523 | 19,212 | 8,038 | ||||||||||||
| Private equity funds | 6,548 | 1,588 | 714 | 531 | ||||||||||||
| 71,223 | 50,111 | 19,926 | 8,569 | |||||||||||||
| (a) | Vinci Monalisa corresponds to the most part of the Group’s investment income, |
| (ii) | Interest expense on loans and financing comprises the financial result on the Commercial notes, the consideration payable related to SPS acquisition and interest expense on the convertible preferred shares. Please see note 15 for more detail. |
| (iii) | Variation on contingent consideration comprises the financial result of the fair value evaluation. Please see note 15 (iv) for more detail. |
| (iv) | Includes the disbursements related to the non-deliverable forwards. |
| 21 | Income tax and social contribution |
As an exempted company incorporated in the Cayman Islands, Vinci Compass is subject to Cayman Islands laws, which
currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation
in the nature of inheritance tax or estate duty or withholding tax applicable to us. Certain subsidiaries of Vinci Compass subsidiaries are taxed based on the deemed profit.
Vinci Compass has tax losses and negative basis resulting from previous years and deferred income tax and social contribution credits which are recognized since there is expectation of future tax results for these companies, The tax credit arising from the tax loss and negative basis under the taxable profit regime on September 30, 2025 is R$ 15,436 (R$ 13,102 on December 31, 2024).
The income tax and social contribution charge on the results for the year can be summarized as follows:
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current income tax | (30,760 | ) | (29,494 | ) | (14,973 | ) | (9,648 | ) | ||||||||
| Current social contribution | (8,755 | ) | (10,718 | ) | (3,147 | ) | (3,505 | ) | ||||||||
| (39,515 | ) | (40,212 | ) | (18,120 | ) | (13,153 | ) | |||||||||
| Deferred income tax | 3,408 | 3,276 | 4,861 | (397 | ) | |||||||||||
| Deferred social contribution | 137 | 1,180 | 661 | (143 | ) | |||||||||||
| 3,545 | 4,456 | 5,522 | (540 | ) | ||||||||||||
| Total income tax and social contribution | (35,970 | ) | (35,756 | ) | (12,598 | ) | (13,693 | ) | ||||||||
F-43
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
Deferred tax balances
| 09/30/2025 | 12/31/2024 | |||||||
| Deferred tax assets | ||||||||
| Tax losses | 15,436 | 13,102 | ||||||
| Contingent consideration | 5,101 | 5,849 | ||||||
| Amortization on management Contracts | 3,196 | 2,419 | ||||||
| Interest expense on obligation for acquisition | 3,190 | 3,190 | ||||||
| RSU | 3,112 | 3,103 | ||||||
| Leases | 334 | 68 | ||||||
| Others | 2,735 | 3,615 | ||||||
| Total | 33,104 | 31,346 | ||||||
| Deferred tax liabilities | ||||||||
| Financial revenue | (2,052 | ) | (2,287 | ) | ||||
| Estimated revenue | (189 | ) | (1,193 | ) | ||||
| Leases | (952 | ) | (984 | ) | ||||
| Total Income Tax | (3,193 | ) | (4,464 | ) | ||||
| Estimated revenue | (107 | ) | (622 | ) | ||||
| Total (Taxes and contribution) | (107 | ) | (622 | ) | ||||
| Total deferred tax liabilities | (3,300 | ) | (5,086 | ) | ||||
| Movements | Tax losses | Interest expense on obligation for acquisition | Management Contract | RSU | Other (*) | Total | ||||||||||||||||||
| Deferred tax assets | ||||||||||||||||||||||||
| As at December 31, 2023 | 6,066 | 2,121 | 1,382 | 2,188 | 1,730 | 13,487 | ||||||||||||||||||
| to profit and loss | 7,036 | 1,069 | 1,037 | 915 | 7,802 | 17,859 | ||||||||||||||||||
| As at December 31, 2024 | 13,102 | 3,190 | 2,419 | 3,103 | 9,532 | 31,346 | ||||||||||||||||||
| to profit and loss | 2,334 | — | 777 | 9 | (1,362 | ) | 1,758 | |||||||||||||||||
| As at September 30, 2025 | 15,436 | 3,190 | 3,196 | 3,112 | 8,170 | 33,104 | ||||||||||||||||||
(*) Comprises variation resulting from profits and losses related to a lease agreement., amortization on management contracts and contingent consideration.
| Movements | Financial Revenue | Estimated Revenue | Leases | Total | ||||||||||||
| Deferred tax liabilities | ||||||||||||||||
| As at December 31, 2023 | (1,147 | ) | (2,385 | ) | (351 | ) | (3,883 | ) | ||||||||
| to profit and loss | (1,140 | ) | 570 | (633 | ) | (1,203 | ) | |||||||||
| As at December 31, 2024 | (2,287 | ) | (1,815 | ) | (984 | ) | (5,086 | ) | ||||||||
| to profit and loss | 235 | 1,519 | 32 | 1,786 | ||||||||||||
| As at September 30, 2025 | (2,052 | ) | (296 | ) | (952 | ) | (3,300 | ) | ||||||||
F-44
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (a) | Tax effective rate |
| Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Profit (loss) before income taxes | 207,230 | 151,180 | 61,157 | 55,062 | ||||||||||||
| Combined statutory income taxes rate - % | 34 | % | 34 | % | 34 | % | 34 | % | ||||||||
| Income tax benefit (expense) at statutory rates | (70,458 | ) | (51,401 | ) | (20,793 | ) | (18,721 | ) | ||||||||
| Reconciliation adjustments: | ||||||||||||||||
| Expenses not deductible | (121 | ) | (144 | ) | (81 | ) | (45 | ) | ||||||||
| Tax benefits | 88 | 107 | 49 | (39 | ) | |||||||||||
| Share based payments | (2,577 | ) | (1,144 | ) | (1,588 | ) | (459 | ) | ||||||||
| Unrecognized tax loss credits | (5,454 | ) | (3,321 | ) | (2,039 | ) | (1,115 | ) | ||||||||
| Effect of presumed profit of subsidiaries (i) and offshore subsidiaries | 42,288 | 19,984 | 11,977 | 6,583 | ||||||||||||
| Other additions (exclusions), net | 264 | 163 | (124 | ) | 103 | |||||||||||
| Income taxes expenses | ||||||||||||||||
| Current | (39,515 | ) | (40,212 | ) | (18,120 | ) | (13,153 | ) | ||||||||
| Deferred | 3,545 | 4,456 | 5,522 | (540 | ) | |||||||||||
| Total income taxes expenses | (35,970 | ) | (35,756 | ) | (12,598 | ) | (13,693 | ) | ||||||||
| Effective rate | 17 | % | 24 | % | 21 | % | 25 | % | ||||||||
| (i) | Brazilian tax law establishes that companies that generate gross revenues of up to R$ 78,000 in the prior fiscal year may calculate income taxes as a percentage of gross revenue, using the presumed profit income tax regime. The Entity's subsidiaries adopted this tax regime and the effect of the presumed profit of subsidiaries represents the difference between the taxation based on this method and the amount that would be due based on the statutory rate applied to the taxable profit of the subsidiaries. |
| 22 | Related parties |
| (a) | Key management remuneration |
The total remuneration (salaries and benefits) of key management personnel, including the Executive Committee, amounted to R$ 9,830 for the nine-month period ended September 30, 2025 (September 30, 2024 – R$ 5,493).
According to Vinci Compass internal policy, the key management is entitled to receive profit-sharing compensation for the current year. As informed in Note 13 Vinci Compass accrued a provision for profit sharing for the Group as of September 30, 2025.
| (b) | Receivables from related parties |
The Entity receivable accounts from related parties as of September 30, 2025, and December 31, 2024, as shown in the table below:
F-45
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 09/30/2025 | 12/31/2024 | |||||||
| Compass Group Cayman Ltd. (“CGC”) (*) | 15,732 | 21,673 | ||||||
| CCLA Chile | 891 | 1,600 | ||||||
| Hakone Participações Societárias S.A. | 23 | 12 | ||||||
| Osaka Participações Societárias S.A. | — | 8 | ||||||
| Cagliari Participações S.A. | — | 4 | ||||||
| 16,646 | 23,297 | |||||||
(*) Refers to a credit line financing from Vinci Compass to CGC in the amount of US$ 3,500 to fund redemptions, repurchases and other acquisitions of equity interests in CGC. Until September 30, 2025 US$ 542 was paid, remaining outstanding US$ 2,958.
| (c) | Employees loans |
As presented in Note 7(iii), Vinci Compass may advance payments to its employees.
| (d) | Receivables from employees |
During 2024 and 2023, Vinci Compass sold part of its treasury shares to employees. The amount will be received from January 31, 2025, in annual installments until January 31, 2029, and a monetary variation will be charged by inflation index.
| (e) | Payable to related parties |
The Entity has accounts payable to related parties as of September 30, 2025, in the amount of R$ 2,196 (December 2024 – R$ 805). The payable is due to CCLA Holding Chile SpA, for sub-consulting services provided to Compass Administradora de Fondos.
| 23 | Segment reporting |
The Entity's reportable segments are those business units which provide different services and are separately managed since each business demands different market strategies.
The main information used by management for assessment of the performance of each segment is the profit by segment for the analysis of the return of these investments.
The information on assets and liabilities by segment is not disclosed in these financial statements because it is not used by management when managing segments. Management does not make an analysis by geographical areas for the management of the Entity's business.
Segments are independently managed, with professionals specifically skilled allocated in each segment.
Vinci Compass decided to reorganize the segments by grouping strategies that align with their management characteristics, management fees, performance, and duration. This restructuring aims to better accommodate the recent acquisitions and ensure the entity is organized in a more cohesive and efficient manner. It will also foster collaboration across all areas of the business, helping the Entity maintain a strong, adaptable organization that is better equipped to respond to market demands and capitalize on new opportunities.
F-46
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
The Entity's operations are segmented according to the organization and management model approved by management, and they are divided as follows:
Global Investment Products and Solutions (Global IP&S)
The Global IP&S segment provides access to a network of world-class GPs and top-tier asset managers as well as proprietary investment solutions, on a discretionary and non-discretionary basis. The strategy is designed to deliver investment and advisory solutions, with a focus on alpha generation, tailored to clients' objectives. Within the Global IP&S segment, we provide multi-asset allocation strategies, as well as portfolio and management services, structured around medium to long-term risk allocation. The segment operates as a comprehensive strategy that includes Third-Party Distribution (Liquid and Alternative), Separate Mandates, Commingled Funds, Brokerage, Pension Plans, Global Solutions and Vinci Retirement Services.
Credit
The segment operates across three business lines: Public and Private Credit, Opportunistic Capital Solutions, and Agribusiness Credit, with both local and hard currency strategies. The Credit segment is designed to address the diverse financing needs of both mature and growing businesses through a broad range of sub-strategies, including local currency high grade and high yield, structured credit and confirming, real estate and infrastructure credit, agribusiness, hard currency high-grade and high-yield strategies, and opportunistic capital solutions.
Private Equity
The Private Equity segment has a sector-agnostic approach focused on growth equity investments in Brazil. The main strategic focus is vale creation by promoting revenue, productivity and profitability growth through significant operating and management changes in portfolio companies. The Private Equity segment invests through two sub-strategies: Vinci Capital Partners, which focuses on control and co-control investments, and Vinci Impact and Return, that focuses on minority investments in small-to-medium enterprises with a dual mandate of generating ESG impact as well as market returns.
Equities
The Equities segment operates through two distinct strategies, delivering robust and diversified investment solutions across Latin America or specific country markets. These strategies are designed to capitalize on regional opportunities and specialized market dynamics, offering clients tailored approaches to achieve their investment goals. The segment includes a range of sub-strategies to address different investor profiles and market conditions, including Long Only, Dividends, Small Caps, Long Biased, and other specialized approaches.
Real Assets
The Real Assets segment comprises investments focused on tangible, income-generating assets through real estate, infrastructure and forestry strategies, as described below:
| (i) | Real Estate |
The Real Estate segment is focused on income-generating mature real estate assets across Brazil through REITs listed on the B3, including shopping centers, industrial properties, commercial offices, urban properties and funds of funds, and seek to achieve differentiated returns through an active management of a diversified and quality portfolio. The strategy covers also additional development strategies in Brazil, Uruguay and Peru, following up to five key steps: origination of opportunities, analysis, execution, monitoring and asset sale.
F-47
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (ii) | Infrastructure |
The infrastructure strategy has exposure to real assets across the infra sector in Brazil, through equity and debt instruments. The management team invests through the following sub-sectors: power, oil & gas, transportation & logistic and water & sewage. The strategy invests across two sub-strategies: sector-focused funds and structured credit. The fund’s investments are periodically monitored, including the evolution of ESG metrics, financial and operational metrics.
| (iii) | Forestry |
The Forestry strategy focuses on investments in eucalyptus, pine, and native forests in Brazil, aiming to generate attractive returns through sustainable timber harvesting. The strategy includes both greenfield and brownfield projects, leveraging active management practices to enhance productivity and long-term asset value. Investments are structured across multiple vintages, with the fourth fund currently in fundraising and progressing toward Article 9 classification. The strategy applies an ESG framework to guide portfolio monitoring, set clear objectives, and assess social impacts, prioritizing projects that deliver both environmental and social benefits. The local presence of Lacan and its long-term relationships with key industry players provide privileged access to the best opportunities.
Corporate advisory
The corporate advisory services objective is including high value-added to financial and strategic advisory services to entrepreneurs, corporate senior management teams and boards of directors, focusing primarily on IPO advisory and M&A transactions for Brazilian middle-market companies. The corporate advisory services team serves as trusted advisors to clients targeting local and/or product expertise in the Brazilian marketplace.
F-48
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Nine-month period ended 09/30/2025 | ||||||||||||||||||||||||||||||||
| Private Equity | Real Assets | Credit | Global IP&S | Equities | Corporate Advisory | Corporate Center | Total | |||||||||||||||||||||||||
| In Brazil | 52,180 | 77,259 | 65,378 | 45,653 | 37,276 | 15,335 | — | 293,081 | ||||||||||||||||||||||||
| Abroad | 46,759 | 20,402 | 113,730 | 241,304 | 27,448 | — | — | 449,643 | ||||||||||||||||||||||||
| Gross revenue from services rendered | 98,939 | 97,661 | 179,108 | 286,957 | 64,724 | 15,335 | — | 742,724 | ||||||||||||||||||||||||
| Fund Advisory fee | — | 4,954 | — | 58,129 | — | 15,335 | — | 78,418 | ||||||||||||||||||||||||
| Fund Management fee | 98,939 | 92,152 | 174,009 | 193,511 | 57,022 | — | — | 615,633 | ||||||||||||||||||||||||
| Other revenues | — | 553 | — | 33,057 | — | — | — | 33,610 | ||||||||||||||||||||||||
| Fund Performance fee | — | 2 | 5,099 | 2,260 | 7,702 | — | — | 15,063 | ||||||||||||||||||||||||
| Taxes and contributions | (5,847 | ) | (4,714 | ) | (6,424 | ) | (4,636 | ) | (2,668 | ) | (1,326 | ) | — | (25,615 | ) | |||||||||||||||||
| Net revenue from services rendered | 93,092 | 92,947 | 172,684 | 282,321 | 62,056 | 14,009 | — | 717,109 | ||||||||||||||||||||||||
| (-) General and administrative expenses | (11,980 | ) | (26,097 | ) | (66,982 | ) | (84,008 | ) | (22,847 | ) | (5,985 | ) | (294,202 | ) | (512,101 | ) | ||||||||||||||||
| Share-based payments | — | — | — | — | — | — | (20,098 | ) | (20,098 | ) | ||||||||||||||||||||||
| Operating profit | 81,112 | 66,850 | 105,702 | 198,313 | 39,209 | 8,024 | (314,300 | ) | 184,910 | |||||||||||||||||||||||
| Finance income | 103,246 | |||||||||||||||||||||||||||||||
| Finance cost | (78,338 | ) | ||||||||||||||||||||||||||||||
| Finance result, net | 24,908 | |||||||||||||||||||||||||||||||
| Equity Gain/Loss | (2,588 | ) | ||||||||||||||||||||||||||||||
| Profit before income taxes | 207,230 | |||||||||||||||||||||||||||||||
| Income taxes | (35,970 | ) | ||||||||||||||||||||||||||||||
| Profit for the period | 171,260 | |||||||||||||||||||||||||||||||
F-49
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Three-month period ended 09/30/2025 | ||||||||||||||||||||||||||||||||
| Private Equity | Real Assets | Credit | Global IP&S | Equities | Corporate Advisory | Corporate Center | Total | |||||||||||||||||||||||||
| In Brazil | 17,777 | 28,179 | 23,446 | 13,972 | 12,594 | 5,837 | — | 101,805 | ||||||||||||||||||||||||
| Abroad | 15,288 | 4,820 | 39,493 | 80,689 | 7,776 | — | — | 148,066 | ||||||||||||||||||||||||
| Gross revenue from services rendered | 33,065 | 32,999 | 62,939 | 94,661 | 20,370 | 5,837 | — | 249,871 | ||||||||||||||||||||||||
| Fund Advisory fee | — | 2,385 | — | 17,887 | — | 5,837 | — | 26,109 | ||||||||||||||||||||||||
| Fund Management fee | 33,065 | 30,425 | 62,557 | 65,332 | 17,891 | — | — | 209,270 | ||||||||||||||||||||||||
| Other revenues | — | 188 | — | 11,216 | — | — | — | 11,404 | ||||||||||||||||||||||||
| Fund Performance fee | — | 1 | 382 | 226 | 2,479 | — | — | 3,088 | ||||||||||||||||||||||||
| Taxes and contributions | (1,978 | ) | (1,709 | ) | (2,114 | ) | (1,393 | ) | (860 | ) | (504 | ) | — | (8,558 | ) | |||||||||||||||||
| Net revenue from services rendered | 31,087 | 31,290 | 60,825 | 93,268 | 19,510 | 5,333 | — | 241,313 | ||||||||||||||||||||||||
| (-) General and administrative expenses | (3,646 | ) | (8,159 | ) | (20,008 | ) | (29,542 | ) | (6,445 | ) | (2,218 | ) | (96,360 | ) | (166,378 | ) | ||||||||||||||||
| Share-based payments | — | — | — | — | — | — | (8,101 | ) | (8,101 | ) | ||||||||||||||||||||||
| Operating profit | 27,441 | 23,131 | 40,817 | 63,726 | 13,065 | 3,115 | (104,461 | ) | 66,834 | |||||||||||||||||||||||
| Finance income | 27,685 | |||||||||||||||||||||||||||||||
| Finance cost | (36,971 | ) | ||||||||||||||||||||||||||||||
| Finance result, net | (9,286 | ) | ||||||||||||||||||||||||||||||
| Equity Gain/Loss | 3,609 | |||||||||||||||||||||||||||||||
| Profit before income taxes | 61,157 | |||||||||||||||||||||||||||||||
| Income taxes | (12,598 | ) | ||||||||||||||||||||||||||||||
| Profit for the period | 48,559 | |||||||||||||||||||||||||||||||
F-50
Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Nine-month period ended 09/30/2024 | ||||||||||||||||||||||||||||||||
| Private Equity | Real Assets | Credit | Global IP&S | Equities | Corporate Advisory | Corporate Center | Total | |||||||||||||||||||||||||
| In Brazil | 58,240 | 71,160 | 51,167 | 58,025 | 45,983 | 15,195 | — | 299,770 | ||||||||||||||||||||||||
| Abroad | 49,265 | 7,989 | — | 7,361 | 4,762 | 10,132 | — | 79,509 | ||||||||||||||||||||||||
| Gross revenue from services rendered | 107,505 | 79,149 | 51,167 | 65,386 | 50,745 | 25,327 | — | 379,279 | ||||||||||||||||||||||||
| Fund Advisory fee | — | 3,229 | 306 | 1,227 | — | 25,327 | — | 30,089 | ||||||||||||||||||||||||
| Fund Management fee | 107,505 | 75,585 | 47,235 | 63,751 | 44,926 | — | — | 339,002 | ||||||||||||||||||||||||
| Fund Performance fee | — | 335 | 3,626 | 408 | 5,819 | — | — | 10,188 | ||||||||||||||||||||||||
| Taxes and contributions | (6,569 | ) | (4,239 | ) | (2,899 | ) | (5,869 | ) | (2,961 | ) | (1,821 | ) | — | (24,358 | ) | |||||||||||||||||
| Net revenue from services rendered | 100,936 | 74,910 | 48,268 | 59,517 | 47,784 | 23,506 | — | 354,921 | ||||||||||||||||||||||||
| (-) General and administrative expenses | (11,750 | ) | (14,642 | ) | (14,349 | ) | (26,961 | ) | (10,294 | ) | (8,754 | ) | (110,179 | ) | (196,929 | ) | ||||||||||||||||
| Share-based payments | (10 | ) | (46 | ) | (5 | ) | (10 | ) | (13 | ) | — | (15,871 | ) | (15,955 | ) | |||||||||||||||||
| Operating profit | 89,176 | 60,222 | 33,914 | 32,546 | 37,477 | 14,752 | (126,050 | ) | 142,037 | |||||||||||||||||||||||
| Finance income | 72,462 | |||||||||||||||||||||||||||||||
| Finance cost | (63,319 | ) | ||||||||||||||||||||||||||||||
| Finance result, net | 9,143 | |||||||||||||||||||||||||||||||
| Profit before income taxes | 151,180 | |||||||||||||||||||||||||||||||
| Income taxes | (35,756 | ) | ||||||||||||||||||||||||||||||
| Profit for the period | 115,424 | |||||||||||||||||||||||||||||||
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Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| Three-month period ended 09/30/2024 | ||||||||||||||||||||||||||||||||
| Private Equity | Real Assets | Credit | Global IP&S | Equities | Corporate Advisory | Corporate Center | Total | |||||||||||||||||||||||||
| In Brazil | 19,672 | 24,123 | 17,937 | 18,736 | 15,452 | 5,418 | — | 101,338 | ||||||||||||||||||||||||
| Abroad | 13,710 | 3,102 | — | 2,820 | 1,624 | — | — | 21,256 | ||||||||||||||||||||||||
| Gross revenue from services rendered | 33,382 | 27,225 | 17,937 | 21,556 | 17,076 | 5,418 | — | 122,594 | ||||||||||||||||||||||||
| Fund Advisory fee | — | 530 | — | 609 | — | 5,418 | — | 6,557 | ||||||||||||||||||||||||
| Fund Management fee | 33,382 | 26,693 | 17,926 | 20,782 | 15,306 | — | — | 114,089 | ||||||||||||||||||||||||
| Fund Performance fee | — | 2 | 11 | 165 | 1,770 | — | — | 1,948 | ||||||||||||||||||||||||
| Taxes and contributions | (2,208 | ) | (1,428 | ) | (1,028 | ) | (1,901 | ) | (954 | ) | (469 | ) | — | (7,988 | ) | |||||||||||||||||
| Net revenue from services rendered | 31,174 | 25,797 | 16,909 | 19,655 | 16,122 | 4,949 | — | 114,606 | ||||||||||||||||||||||||
| (-) General and administrative expenses | (3,608 | ) | (4,833 | ) | (5,199 | ) | (8,919 | ) | (3,230 | ) | (2,005 | ) | (35,737 | ) | (63,531 | ) | ||||||||||||||||
| Share-based payments | — | — | — | — | — | — | (4,147 | ) | (4,147 | ) | ||||||||||||||||||||||
| Operating profit | 27,566 | 20,964 | 11,710 | 10,736 | 12,892 | 2,944 | (39,884 | ) | 46,928 | |||||||||||||||||||||||
| Finance income | 17,620 | |||||||||||||||||||||||||||||||
| Finance cost | (9,486 | ) | ||||||||||||||||||||||||||||||
| Finance result, net | 8,134 | |||||||||||||||||||||||||||||||
| Profit before income taxes | 55,062 | |||||||||||||||||||||||||||||||
| Income taxes | (13,693 | ) | ||||||||||||||||||||||||||||||
| Profit for the period | 41,369 | |||||||||||||||||||||||||||||||
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Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| 24 | Legal Claims |
As of September 30, 2025 and December 31, 2024, the Entity has one dispute classified as probable chance of loss:
Labor Claim
In the third quarter of 2025, a labor lawsuit filed against Vinci Capital Gestora de Recursos Ltda has been assessed by management and its legal advisors as a probable loss, in the amount of R$ 275. Accordingly, a provision has been recognized in the financial statements to cover the estimated amount of the liability.
Find below the disputes classified as possible chance of loss segregated into labor, tax and civil:
| 09/30/2025 | 12/31/2024 | |||||||||
| Tax | 20,329 | 23,327 | ||||||||
| Labor | 157 | 540 | ||||||||
| Civil | 1,050 | — | ||||||||
| Total | 21,536 | 23,867 | ||||||||
Tax Claims
On March 21, 2018, the Brazilian federal revenue opened a tax assessment against Vinci Equities for the collection of open debts of IRPJ, CSLL, PIS and COFINS in the amount of R$ 20,329 (December 31, 2024: R$ 19,470) for the calendar year of 2013.
In the second quarter of 2025, Vinci Gestora de Recursos Ltda entered into an installment plan related to a tax administrative proceeding concerning social security contributions and settled its outstanding liabilities in the amount of R$974, a discount of approximately 75%.
| 25 | Share-based payments |
The Entity provides benefits to its employees through a share-based incentive.
| (a) | Share-based compensation plans approved in 2025 |
In January 2025, the Board of Directors approved a fourth Stock Option Plan, which aims to grant up to 2,569,000 options, each entitling the beneficiary to purchase one Class A common share. Such options have a weighted average exercise price per share in the amount of US$10.70; provided that, unless otherwise provided for in an option agreement, this exercise price will be reduced by the amount per share distributed to our shareholders from the date of the grant of the option, whether as dividends, interest on capital, redemption, capital reduction or others. Options will become eligible to be exercised in January 2028.
| (b) | Outstanding shares granted |
The following table refers to the outstanding shares granted plan as of September 30, 2025, and December 31, 2024.
| Share-based Compensation Plan | ||||||||||||||||||||||||
| SOP 2021(*) | RSU 2022 | SOP 2023 | SOP 2024 (**) | SOP 2025 | TOTAL | |||||||||||||||||||
| Outstanding on 12/31/2023 | 1,482,753 | 688,779 | 1,116,884 | — | — | 3,288,416 | ||||||||||||||||||
| Granted | — | — | 1,273,492 | — | 1,273,492 | |||||||||||||||||||
| Forfeited | — | (4,310 | ) | (17,412 | ) | (12,600 | ) | — | (34,322 | ) | ||||||||||||||
| Vested | (1,482,753 | ) | (68,311 | ) | — | — | — | (1,551,064 | ) | |||||||||||||||
| Outstanding on 12/31/2024 | — | 616,158 | 1,099,472 | 1,260,892 | — | 2,976,522 | ||||||||||||||||||
| Granted | — | — | — | 110,382 | 2,394,873 | 2,505,255 | ||||||||||||||||||
| Forfeited | — | (30,649 | ) | (10,619 | ) | — | — | (41,268 | ) | |||||||||||||||
| Vested | — | (76,185 | ) | — | (46,176 | ) | — | (122,361 | ) | |||||||||||||||
| Outstanding on 09/30/2025 | — | 509,324 | 1,088,853 | 1,325,098 | 2,394,873 | 5,318,148 | ||||||||||||||||||
(*) All the stock options were vested on February 1st, 2024, and the participants had a period of 12 months to exercise their vested options from February 1, 2024. On February 1, 2025, no options were exercised by any participant.
(**) The shares vested during the period ending on September 30, 2025, have not been exercised yet by the participants.
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Vinci Compass Investments Ltd.
Notes to the interim consolidated financial statements
All amounts in thousands of Brazilian Reais, unless otherwise stated
| (c) | Total Compensation Expense |
The following table refers to the share-based compensation expense for the period ended on September 30, 2025, and September 30, 2024.
| 30/09/2025 | ||||||||||||||||||||||||
| Share-based Compensation Plan | ||||||||||||||||||||||||
| SOP 2021 | RSU 2022 | SOP 2023 | SOP 2024 | SOP 2025 | TOTAL | |||||||||||||||||||
| Share-based compensation | — | (3,035 | ) | (2,797 | ) | (6,224 | ) | (6,813 | ) | (18,869 | ) | |||||||||||||
| Social charges | — | (1,229 | ) | — | — | — | (1,229 | ) | ||||||||||||||||
| Total expense | — | (4,264 | ) | (2,797 | ) | (6,224 | ) | (6,813 | ) | (20,098 | ) | |||||||||||||
| 30/09/2024 | ||||||||||||||||||||||||
| Share-based Compensation Plan | ||||||||||||||||||||||||
| SOP 2021 | RSU 2022 | SOP 2023 | SOP 2024 | SOP 2025 | TOTAL | |||||||||||||||||||
| Share-based compensation | (119 | ) | (4,562 | ) | (2,877 | ) | (4,871 | ) | — | (12,429 | ) | |||||||||||||
| Social charges | — | (3,526 | ) | — | — | — | (3,526 | ) | ||||||||||||||||
| Total expense | (119 | ) | (8,088 | ) | (2,877 | ) | (4,871 | ) | — | (15,955 | ) | |||||||||||||
| 26 | Deferred Revenue |
In accordance with the Partnership Agreement of some funds managed by Vinci Compass, management fees are payable in advance semiannually on January 1 and July 1. The revenue fees are recognized monthly on a linear basis during the semester. The deferred revenue balance in September is R$15,002 (on December 31, 2024: zero).
| 27 | Subsequent Events |
On October 6th, 2025, Vinci Compass announces the acquisition of 50.1% Stake in Verde Asset Management, one of Brazil's leading multi-strategy asset managers. Once closed, the transaction will add immediate scale and improve AUM mix by contributing R$16 billion in AUM.
The Transaction was structured into two phases and follows a "Price-to-Fee Related Revenues" valuation framework.
In the first phase, Vinci Compass will acquire 50.1% of Verde, with total estimated consideration composed of 3.1 million new Class A common shares and R$46.8 million in cash. Payment will be set in two instalments, first at Closing, fixed at 2.2 million new Class A common shares and R$32.4 million in cash, and the second after two years, estimated at 0.9 million new Class A common shares and R$14.4 million in cash, contingent on revenue targets and other customary conditions.
The second phase was structured as an earnout, to be paid five years after the closing date of the transaction, in each Vinci Compass is obliged to acquire the remaining 49.9% of Verde, with consideration payable in new Class A common shares and/or cash at Vinci Compass' discretion, and a value estimated at R$127.4 million.
The Transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals and other customary closing conditions.
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