Exhibit 99.1

Patria Investments Limited

Unaudited Condensed Consolidated Statement of Profit or Loss

For the three-month periods ended March 31, 2025, and 2024

(In thousands of United States dollars - US$, except earnings per share)

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

Patria Investments Limited

Unaudited Condensed Consolidated Statement of Comprehensive Income

For the three-month periods ended March 31, 2025, and 2024

(In thousands of United States dollars - US$)

Patria Investments Limited

Unaudited Condensed Consolidated Statement of Changes in Equity

For the three-month periods ended March 31, 2025, and 2024

(In thousands of United States dollars - US$)

Patria Investments Limited

Unaudited Condensed Consolidated Statement of Cash Flows

For the three-month periods ended March 31, 2025, and 2024

(In thousands of United States dollars - US$)

Patria Investments Limited

Notes to the unaudited condensed consolidated interim financial statements

As of March 31, 2025, and December 31, 2024, and for the three-month periods ended March 31, 2025, and 2024

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Patria Investments Limited (the "Company") was established on July 6, 2007, in Bermuda and transferred its registration and domicile by way of registration by continuation to the Cayman Islands on October 12, 2020. The Company transferred its headquarters from Bermuda to the Cayman Islands on the same date. Since then, the Company's obligations, whether legal, regulatory, or financial, are in accordance with the applicable laws and regulations of the Cayman Islands.

On January 21, 2021, the Company completed its initial public offering ("IPO") registration. The shares offered and sold in the IPO were registered under the Securities Act of 1933, as amended, according to the Company's Registration Statement on Form F-1 (Registration N° 333-251823). The common shares began trading on the Nasdaq Global Select Market ("NASDAQ-GS") on January 22, 2021, under the symbol "PAX".

The Company is a public holding company controlled by Patria Holdings Limited (the “Parent”), which held 52.23% of the Company's common shares as of March 31, 2025 (December 31, 2024: 53.76%). The Parent is ultimately controlled by a group of individuals.

The Company and its subsidiaries (collectively, the "Group") are a private markets investment firm focused on investing globally. Since 1994 the Group has expanded from its initial flagship private equity funds to other investment products, such as:

The Group’s operations include investment offices in Montevideo (Uruguay), São Paulo (Brazil), Bogota (Colombia), Medellín (Colombia), Edinburgh (Scotland - United Kingdom), and Santiago (Chile), as well as client-coverage offices in New York (United States), London (United Kingdom), Dubai (United Arab Emirates) and Hong Kong (People’s Republic of China) to cover the investor base of its underlying investment products, in addition to its corporate business and investment office in Grand Cayman (Cayman Islands).

The Group's main executive office is located at 60 Nexus Way, 4th floor, Camana Bay, Grand Cayman, Cayman Islands.

These unaudited condensed consolidated interim financial statements for the three-month periods ended March 31, 2025, and 2024 include the condensed financial information regarding the Company and its subsidiaries, as described in note 5.

The unaudited condensed consolidated interim financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board ("IASB").

These unaudited condensed consolidated interim financial statements should be read together with the consolidated financial statements as of December 31, 2024, and 2023, and for the years ended December 31, 2024, 2023 and 2022 (“Consolidated Financial Statements”).

The board of directors approved the unaudited condensed consolidated interim financial statements on July 30, 2025.

The unaudited condensed consolidated interim financial statements are presented in United States dollars (USD), the functional currency of the Company. The effects of the translation from the functional currency into the presentation currency are recognized in equity under the caption "Cumulative Translation Adjustment".

For details regarding the remeasurement of the balances and transactions in foreign currencies to the functional currency of the Company and its subsidiaries, refer to note 5 for the functional currency determined for each entity.

All amounts are rounded the nearest thousand USD, unless otherwise stated.

The preparation of the unaudited condensed consolidated interim financial statements in accordance with IFRS Accounting Standards requires Management to make estimates that affect the amounts reported in the unaudited condensed consolidated interim financial statements and accompanying notes. Management believes that estimates utilized to prepare the unaudited condensed consolidated interim financial statements are reasonable. Actual results could differ from those estimates and such differences could be material.

In preparing these unaudited condensed consolidated interim financial statements, the significant judgements and estimates made by Management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set out in the Consolidated Financial Statements.

The Group’s results are not subject to seasonal fluctuations.

The Group operates through a single reportable operating segment. The Group’s executive directors collectively act as the chief operating decision maker allocating resources and assessing performance under the Group's global strategy, which includes integrated product lines. Within its one operating segment, the Group has multiple product lines including global private market solutions, private equity, credit, real estate, infrastructure and public equities.

These unaudited condensed consolidated interim financial statements were prepared in accordance with policies, accounting practices, and methods for determining estimates consistent to the accounting policies and estimates adopted in the preparation of the Consolidated Financial Statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2025, but do not have a material impact on the unaudited condensed consolidated interim financial statements of the Group.

Consolidation and subsidiaries

The unaudited condensed consolidated interim financial statements include the entities listed below, which are the Company's direct or indirect subsidiaries:

"USD" United States dollars, "BRL" Brazilian Real, "GBP" Pound Sterling, "CLP" Chilean peso, "COP" Colombian peso, "HKD" Hong Kong dollar, “ARS” Argentine Peso, “MXN” Mexican Peso

"KY" Cayman Islands, "BR" Brazil, "CO" Colombia, "CH" Chile, "UK" United Kingdom, "US" United States, “BV” British Virgin Islands, “MX” Mexico, “AR” Argentina, “UY” Uruguay, “HK” Hong Kong

Should PLAO not complete the initial business combination by June 2024, the SPAC Class A Ordinary Shares will be redeemed from the proceeds held in the trust account. On June 12, 2024, PLAO’s shareholders approved at an extraordinary general meeting an additional 15-month extension to provide time for PLAO to complete a business combination. For each month spent during this extension period, the SPAC sponsor will deposit US$0.015 per public share into the trust account (approximately US$ 68 thousand per month). The holders of Public Shares could elect to redeem shares in connection with the Extension Amendment and 12,339,057 shares were redeemed on June 12, 2024 (refer note 21(c)).

As of March 31, 2025, the Group has not selected any business combination target for PLAO. The expectation is to complete a business combination as soon as the Group identifies a target company. The target company could potentially be identified as one of the Group’s investment funds investees. In the event of a business combination, it could result in recognition of performance fee revenue and carried interest allocation expenses for the Group.

Short-term deposits and shares of mutual funds are cash equivalents held for the purpose of meeting short-term cash commitments with maturities of three months or less from the date of acquisition and subject to insignificant risk of changes in value.

Amounts receivable from customers relate to management, incentive, placement, performance fees, reimbursement of expenses from investment funds, and financial advisory services. The Group has not recorded write-offs or allowances for uncollectible accounts receivable for the periods presented in these unaudited condensed consolidated interim financial statements.

Non-current accounts receivable as of March 31, 2025, mainly relate to the Lavoro asset-linked receivable of US$ 15.4 million as disclosed under note 12(b). No interest is charged on non-current accounts receivable as the Lavoro asset-linked receivable is recognized at fair value. The present value adjustment on the remainder of the non-current accounts receivable balance using the effective interest rate method at the date of initial recognition is insignificant.

Project advances are comprised of recoverable advances made by the Group for the development process of new investment funds and the capture of non-capitalized investment funds. In both cases, the amounts are subject to reimbursement as provided for in the respective agreements between the Group and investors.

Recoverable taxes consist mainly of income taxes paid in advance to tax authorities in Brazil, the United Kingdom and Chile.

Some investments in securities are expected to be maintained until the investment funds' respective termination date. As of March 31, 2025, the Group's ownership interest in each of these investments (excluding interest owned indirectly through investment funds in notes (b) and (d)) ranged from 0.00005% to 8.70% (December 31, 2024: 0.00005% to 9.78%). Investments are measured at fair value through profit or loss (“FVTPL”). Refer to note 31(b) for reconciliation of movements in fair value for level 3 instruments.

Performance fees were crystallized in conjunction with the IPO of Lavoro. The limited partner of the fund and Patria agreed that because of the successful completion of the transaction, part of the crystallized performance fee was settled through Lavoro issuing shares to Patria (total amount of US$ 15.5 million). The investment fund also agreed to cover the spread between US$ 3.50 and US$ 10 per share on the future sale of the shares by the Group. As of March 31, 2025, the receivable from the investment fund amounts to US$ 15.4 million (December 31, 2024: US$ 12.3 million) for the commitment to cover the spread.

The following is the breakdown of long-term investments by region:

Single investments held through investment funds are allocated in accordance with the country of incorporation of underlying investments.

The fair value of other financial instruments is comprised of options, warrants and energy trading contracts and is determined in accordance with the following criteria:

Warrants – the warrant liabilities issued by PLAO contain features that qualify as embedded derivatives. The fair value of the warrant liabilities is determined using a Monte Carlo simulation with the impact of the valuation recognized as unrealized loss on warrant liability (refer to note 27).

Below is the composition of other financial instrument portfolios (assets and liabilities) by type of instrument, fair value and maturity as of March 31, 2025, and December 31, 2024.

(*) CTA – Cumulative translation adjustment

As of March 31, 2025, and December 31, 2025, there was no indication that any of these assets were impaired.

Property and equipment assets are allocated based on where the assets are located, and include leasehold improvements, and right-of-use lease assets.

(*) CTA – Cumulative translation adjustment

As of March 31, 2025, and December 31, 2024, there was no impairment indication for any of these assets.

The remaining balance, as of March 31, 2025, is expected to be amortized as shown below:

The remaining balance, as of December 31, 2024, is expected to be amortized as shown below:

Goodwill to the value of US$ 1,077 was recognized for the three-month period ended March 31, 2025, attributable to a purchase price adjustment for the carve-out acquisition of Aberdeen.

Goodwill acquired through the business combination with Nexus decreased by US$ 1,048 attributable to an adjustment in the contingent consideration payable.

Goodwill acquired through the business combination with Tria increased by US$ 2,156 attributable to adjustments made the to call and put options included in the acquisition of Tria.

A deferred tax liability was raised with a corresponding increase in goodwill for the fair value adjustments made to intangible assets acquired through business combinations (refer to note 19). The following business combinations are affected:

Tax impacts of goodwill recognized:

Impairment considerations:

The Group performs an impairment test annually and when circumstances indicate the carrying value may be impaired. The recoverable amounts of acquired entities are based on value-in-use. Key assumptions to determine the value-in-use include discounted cash flow calculations based on current and past performance forecasts and considering current market indicators for the respective countries in which the entities operate.

No impairment losses on goodwill have been recognized in the prior year based on the value-in-use as recoverable amount. The annual test for 2025 will be performed as part of the year-end process with no indication of impairment identified to date.

The following reflects the composition of goodwill as of March 31, 2025, and December 31, 2024, (including the effects of CTA) included in intangible assets allocated per acquisition:

Intangible assets are allocated based on where the assets are located and include acquired intangible assets. For acquired intangible assets, the Group considers that the location of the intangibles is best reflected by the manager’s location of those assets.

* Goodwill and fair value adjustments to assets and liabilities allocated to Brazil includes the impact from business combination with VBI; Kamaroopin; Tria and CSHG.

** Goodwill and fair value adjustments to assets and liabilities allocated to Chile includes the impact from Moneda for acquisition of MAM I.

*** Goodwill and fair value adjustments to assets and liabilities allocated to Colombia includes the impact from acquisition of Patria Asset Management (“PAM”) and Nexus.

**** Goodwill and fair value adjustments to assets and liabilities allocated to the United Kingdom includes the impact from the carve-out acquisition of GPMS.

The Group has entered into several credit agreements with leading financial institutions. All the following agreements were made with Patria Finance Ltd. (PFL) as the counterparty and the Company as guarantor.

On December 1, 2023, PFL entered into an unsecured credit facility with Banco Santander S.A. for US$ 100 million. The credit facility charges interest at SOFR plus 2.6% on an annual basis and has a maturity date of April 22, 2025. During the period January 1, 2024, to December 31, 2024, the Group drew down US$ 75 million of the US$ 100 million facility, which remains payable on March 31, 2025. The remaining available facility of US$ 25 million was replaced by a revolving credit facility agreement entered into on March 8, 2024, (refer note below).

On October 11, 2023, PFL entered into two standby letters of credit (SBLCs) with Mizuho Bank, Ltd. and Citibank, N.A., each for GBP 11 million (a total of GBP 22 million). The SBLCs charge an annual interest rate of 2.5% and have a maturity date of April 10, 2026. The Group has not drawn down on either SBLC as of March 31, 2025.

On January 31, 2024, PFL entered into two term loans with Mizuho Bank, Ltd. and Citibank, N.A., each for US$ 38 million (a total of US$ 76 million). Both term loans charge interest at SOFR plus 2.5% on an annual basis and each has a maturity date of January 31, 2027. During the period January 1, 2024, to December 31, 2024, the Group drew down US$ 76 million, which remains payable on March 31, 2025.

On March 8, 2024, PFL entered into a revolving credit facility with Banco Santander, S.A. for US$ 25 million. The credit facility charges interest at SOFR plus 2.5% on an annual basis and has a maturity date of March 8, 2025. During the period January 1, 2024, to December 31, 2024, the Group drew down a total of US$ 25 million. The facility was fully settled on maturity with no liability owing on March 31, 2025.

On August 21, 2023, Moneda Asset Management (MAM) entered into a working capital facility with Banco de Chile for US$ 5 million. The credit facility charges interest at Tasa Bancária Nominal + 3.60%, per month and matured on July 21, 2024. The facility was renewed on October 28, 2024, expiring on December 28, 2025, with no drawdowns on the available amount to date.

On December 6, 2024, the Group entered into a revolving credit facility with Mizuho Bank for the value of US$ 50 million. The facility carries interest at SOFR + 2.25% with December 03, 2025, as maturity date. The Group drew down a total of US$ 50 million for the year ended December 31, 2024, and repaid a net amount of US$ 11 million during the three-month period ended on March 31, 2025. US$ 39 million remains payable on March 31, 2025.

The following table presents the movement in the loans for the period ending March 31, 2025, and December 31, 2024:

Loans are initially measured at fair value minus transaction costs and subsequently measured at amortized cost.

Covenants

According to the terms of the credit agreements, the Group is committed to being compliant with the following financial covenants, on an annual basis:

¹ Total debt is comprised of all loan facilities from banks.

² FRE is a performance measure used to assess the Group’s ability to generate profits from revenues that are measured and received on a recurring basis. FRE is calculated as management, incentive, and other ancillary fees, net of rebates and related taxes, less personnel and administrative expenses, adjusted for brand amortization, and amortization of placement agents fees, excluding the impacts of equity-based compensation, carried interest allocation, deferred and contingent consideration, transaction costs, and non-recurring expenses. FRE includes base compensation (salaries and wages) in fixed amounts and variable compensation in the form of discretionary cash bonuses, which are awarded based on each individual’s performance upon consideration of a number of qualitative and quantitative factors. Incentive fees are realized performance-based fees earned by certain funds when the returns for such funds surpass the relevant benchmark over a specified time horizon. Such incentive fees are included in FRE because they represent a source of revenues that is measured and received on a recurring basis and is not dependent on realization events from the underlying investments, although the amount of incentive fees may fluctuate based on the performance of the funds relative to the relevant benchmark.

³ AUM refers to the total capital funds managed by the Group plus the investments directly made by others in the invested companies when offered by the Group as co-investments. In general, the Group’s AUM equals the sum of (i) the fair value of the investments of each one of the funds and co-investments; and (ii) unfunded capital, which is the difference between committed and called capital. The Net asset value (“NAV”), equals total assets minus total liabilities. Committed capital corresponds to the amount which investors have agreed to contribute to an investment fund. Called capital corresponds to the portion of the committed capital called by the fund to make investments or cover expenses, such as management fees.

As of March 31, 2025, and December 31, 2024, the Group was compliant with the stipulated financial covenants as stated above.

Non-financial covenants are monitored by the Group on a regular basis with no non-compliance reported to date. Non-financial covenants include:

For the periods covered by these unaudited condensed consolidated interim financial statements, the Group was not directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded relating to any of the matters below.

Tax Matters

Other tax related matters:

In 2024, the Brazilian Federal Revenue Services issued an infraction notice against the administrator of an investment fund managed by the Group’s subsidiary Pátria Investimentos Ltda. According to the Brazilian Federal Revenue Service, the investment structure did not meet the requirements set forth in Law No. 11.312 of June 27, 2006. Since Pátria Investimentos Ltda. was the manager of the fund administered by a third-party company, the Brazilian Federal Revenue Service indicated that Pátria Investimentos Ltda. would be jointly liable, under the terms of Article 124, I, of the National Tax Code. To date, no final decision has been made in the administrative proceeding. The Group notes that the infraction notice does not claim any amounts directly from Pátria Investimentos Ltda., but rather from the administrator of the fund managed by Pátria Investimentos Ltda., which is legally responsible for the withholding income tax liabilities eventually arising from the remittance of income to non-resident investors. The proceeding is under seal. Based on the advice from the Group’s external counsel, management assessed the risk of loss in this proceeding as remote, and no provision has been recorded.

Civil Matters

As of March 31, 2025, The Group is party to four legal proceedings of a civil nature: (i) two collection lawsuits filed by third parties seeking our joint liability for the acts of certain of the Group’s service providers and portfolio companies; (ii) one commercial dispute involving a group of investors seeking indemnification for alleged damages; and (iii) one commercial dispute filed by third parties seeking our joint liability in connection with the termination of a share purchase and sale agreement and other covenants entered into by a portfolio company of one of the funds managed by the Group.

The aggregate estimated amount in connection with these proceedings is approximately US$ 78.8 million (December 31, 2024: US$ 73.1 million). With input from the Group’s external counsel, management assessed the risk of loss in this proceeding as possible, and no provision has been recorded.

Labor Matters

As of March 31, 2025, the Group is party to five labor-related proceedings in an aggregate amount of US$ 0.2 million (December 31, 2024: US$ 0.2 million). The cases primarily involve labor claims of employees of third-party companies seeking the Group’s joint and several liability for the acts of the Group’s service providers and portfolio companies.

The principal claims involved in these labor suits relate to overtime, salary equalization termination fees, and indemnities based on Brazilian labor laws. With input from the Group’s external counsel, management assessed the risk of loss in this proceeding as possible, and no provision has been recorded.

The Group is subject to commitments which occur in the normal course of business. The Group plans to fund these commitments out of existing facilities and internally generated funds.

The lease commitments in which the Group is a lessee refer to the leasing of its office spaces located in Grand Cayman, Bogotá, London, Montevideo, New York, Santiago; São Paulo and Medellín.

The condensed consolidated statements disclose the following amounts relating to leases:

Amounts recognized in the unaudited consolidated statement of financial position

Amounts recognized in the unaudited consolidated statement of profit or loss

No notable lease movements took place during the three-month period ended March 31, 2025.

Refer to note 31 liquidity risk disclosures for maturity analysis on lease contracts.

Refer to note 32 for disclosures on leases with related parties.

The following table reflects consideration payable from acquisition transactions.

The non-current portion of the deferred consideration payable is also a retention bonus for employees of CSHG and will be settled in the Company’s Class A common shares subject to a vesting period over the next two to five years.

The consideration of R$ 404.5 million (US$ 70.4 million as of March 31, 2025) for the 50% common shares of VBI will be settled through cash (R$ 229.2 million or US$ 39.9 million) and the issue of Class A common shares of the Company (R$ 175.3 million) or US$ 30.5 million.

The cash consideration will be settled as follows:

The equity consideration of R$ 175.3 million (US$ 30.5 million) will be settled in two equal tranches during January 2025 and January 2026. On January 17, 2025, the Group issued 1,246,846 Class A common shares of the company (US$ 14.5 million) settling the first tranche.

The preferred stock to the value of R$ 38.7 million (US$ 6.7 million) will be settled in cash over the next two years. The first payment of R$ 3.8 million (US$ 0.7 million) was made on August 01, 2024.

The remaining purchase price (CDI adjusted) will be settled in cash as follows:

The total cash settlements that took place for the three-month period ended March 31, 2025, are as follows:

The holders of SPAC Class A Ordinary Shares of PLAO have the right to redeem their shares in cash upon the completion of PLAO’s initial business combination. With the 15-month extension approved on June 12, 2024, the holders of shares redeemed 12,339,057 shares (refer note 5 (f) and note 12(a)).

The Group accounts for the SPAC Class A Ordinary Shares subject to redemption as a financial liability measured at amortized cost which as of March 31, 2025, was US$ 54,809 (December 31, 2024: US$ 54,053). The instrument was initially recognized at fair value, net of the corresponding eligible transaction costs. The warrant component issued to the shareholders of PLAO is separately accounted for as derivatives and measured at fair value with the change in fair value recorded in the condensed consolidated statement of profit or loss (refer to note 12(c) and note 27).

Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the SPAC’s IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the SPAC’s Class A Ordinary Shares and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the SPAC’s Class A Ordinary Shares were charged against the carrying value of SPAC’s Class A Ordinary Shares to subsequently accrete the SPAC’s Class A Ordinary Shares to redemption value. Transaction costs include US$ 4.6 million in upfront underwriting commissions deducted from the SPAC’s IPO proceeds and US$16.8 million in other offering costs which were expensed ($6.2 million and $10.3 million for the years ending December 31, 2023, and 2022, respectively, with no expense in 2024 and 2025).

The SPAC is subject to laws and regulations enacted by national, regional and local governments. It is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on the business, including the ability to negotiate and complete an initial business combination, and results of operations.

Movements during the period on the Group’s commitment subject to possible redemption are detailed below. Movements of the SPAC’s IPO initial costs and interest earned represent a non-cash charge against commitments subject to redemption and have no impact on the Group’s consolidated statement of cash flows during the period which will be settled upon any redemptions:

The business combination concluded on July 1, 2022, included VBI Option arrangements with the non-controlling shareholders of VBI. The Group exercised its call option on August 01, 2024, that resulted in the derecognition of the gross obligation under put option.

The business combination with Igah GP IV concluded on November 30, 2022, included Igah Option arrangements with the selling shareholders of Igah GP IV.

The Group increased its stake in Igah GP IV on December 23, 2024, that resulted in partial derecognition of the gross obligation. The option to exercise the remaining portion of the call option was extended to take place between November 2025 and November 2027.

The business combination with Tria, concluded on April 2, 2024, includes option arrangements with the non-controlling shareholders of Tria. The Tria put options can be individually exercised by each non-controlling shareholder, being (i) December 31, 2029; (ii) December 31, 2030; or (iii) December 31, 2031, the "Base Date" and each April 1st up to 30th of the years between 2029, 2030 or 2031 the "Option Window". If the Tria put options are not exercised during the option window, the Group may exercise the Tria call options in the month of May immediately after the end of each Tria put option window.

The fair value of the put options was determined using a Monte Carlo simulation that is based on guidelines from “The Appraisal Foundation”. The methodology assumes that the value of the share follows the stochastic process defined as Brownian geometric motion. The assumptions for the simulation are the volatility of the variable in question, the risk-free discount rate and the time remaining until maturity.

Movements during the period on the Group’s gross obligation under the VBI, Igah and Tria put options are detailed below.

As an entity headquartered in the Cayman Islands, the Company is subject to a tax neutral regime whereas subsidiaries of the Group headquartered in Brazil, Colombia, Chile, the United Kingdom, the United States of America, and Hong Kong are subject to income taxes as set out by local tax laws.

International Tax Reform – Pillar Two

The International Tax Reform - Pillar Two Model Rules, also referred to as the "Global Anti-Base Erosion" or "GloBE" Rules, was released by the Organization for Economic Co-operation and Development (OECD) on December 20, 2021. Delegates from all Inclusive Framework (IF) member jurisdictions developed the rules, and over 135 jurisdictions agreed to update the international tax system, considering it was no longer fit for purpose in a globalized and digitalized economy.

Pillar Two Rules aim to ensure that large multinational enterprises with consolidated revenues of EUR 750 million or more in at least two of the last four years pay a minimum effective corporate tax rate of 15% on income arising in each jurisdiction with revenue-generating activities. The means by which GloBE must be incorporated into domestic law is determined by each implementing jurisdiction.

For the period ending March 31, 2025, the Group has not incurred any top-up tax, considering it did not meet the requirements to be classified as a large multinational enterprise. The global revenues accounted for under IFRS have not exceeded EUR 750 million in at least two of the last four years, and the Group also does not expect to exceed the mentioned threshold in the 2025 financial year.

Furthermore, the Group operates in multiple jurisdictions (Uruguay, Brazil, Cayman Islands, Chile, Colombia, Argentina, Hong Kong, the United States of America, and the United Kingdom), and the application of the Pillar Two rules requires jurisdictions to enact legislation to apply the Pillar Two rules.

Transfer pricing and related tax considerations

All the jurisdictions in which the Group operate have enacted rules on transfer pricing that require intragroup transactions to be conducted on arm’s-length terms. Brazil did not comprehensively adopt the arm’s length terms until December 28, 2022, when Provisional Measure No. 1,152/2022, later converted into Law No. 14,596/2023, was enacted to adapt the Brazilian transfer pricing rules to fully adopt the arm’s length standard. These provisions became effective as of January 2024 and adopted by the Group.

The Group regularly obtains advice regarding, inter alia, transfer pricing from external tax advisors to ensure that transactions conducted between and among subsidiaries, including, but not limited to, provision of marketing, investor relations, investment advisory and business support services, are made on a commercial basis and consistent with the arm’s length principle as set forth under the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-Operation and Development (the “OECD Guidelines”), as well as local legislation of the entities involved in the controlled transactions.

The Company’s Memorandum and Articles of Association (“Articles of Association”) authorizes the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (i) 500,000,000 are designated as Class A common shares, (ii) 250,000,000 are designated as Class B common shares, and (iii) 250,000,000 are undesignated as yet and may be issued as common shares or shares with preferred rights. Class B common shares are entitled to 10 votes per share and Class A common shares are entitled to one vote per share.

The Company currently has a total of 158,075,392 common shares issued and outstanding, of which 65,129,962 are Class A common shares and 92,945,430 are Class B common shares.

Conversion

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into the same quantity of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether for value or no value, except for certain transfers described in the Articles of Association. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total number of shares outstanding.

Restrictions on transfer

As part of the Moneda business combination, Moneda’s former partners have entered into a Moneda Lock-Up Agreement restricting them from selling any shares held by them, disclosing their intention to sell any shares held by them, converting Class B common shares into Class A common shares, entering into any derivative transactions or making any demand for the registration of any shares held by them. These restrictions are in place from the fifth anniversary of the Moneda acquisition's closing date (December 01, 2021) until the earlier of (a) the Moneda former partner's termination of employment with the Group or its affiliates, and (b) the 60th day after the expiration of the relevant tax statute of limitations for 50% of the relevant collateral shares.

As of March 31, 2025, and December 31, 2024, the issued share capital was distributed as follows:

The Additional Paid-in Capital amounts recorded as of March 31, 2025, and December 31, 2024, are presented below:

The movements in additional paid-in capital for the three-month period ended March 31, 2025, are summarized below:

Dividends are declared and paid to the Company’s shareholders quarterly deploying accumulated retained earnings. The current year’s dividends declared to date resulted in a depletion of available retained earnings, however, under Cayman Law, dividends may also be distributed out of additional paid-in capital. As a result, additional paid-in capital to the value of US$ 6,924 (December 31, 2024: US$ 48,359) was transferred to retained earnings to fund the short-fall in accumulated retained earnings. The Group remains in a position to pay its debts as they fall due in the ordinary course of business.

Dividends declared and paid by the Group to the Company’s shareholders for the three-month periods ended March 31, 2025, and 2024 were:

The equity incentive programs under the long-term incentive plan (“LTIP”) are restricted share plans in which eligible participants include members of the Group’s management and its employees.  Beneficiaries under the equity incentive programs are granted rights to shares based on certain criteria (time and performance vesting conditions). The final eligibility of any beneficiary to participate in the LTIP is determined by the LTIP Committee.

The LTIP was approved and launched on November 28, 2022. From 2022 going forward a maximum of 600,000 shares can be granted from the LTIP. As of December 31, 2024, Grants A and B disclosed below have been granted from the LTIP.

A new LTIP was approved and launched on February 26, 2024. From 2024 going forward, a maximum of 5,380,000 shares can be granted from the LTIP. As of March 31, 2025, Grant C and Matching program disclosed below have been granted from the LTIP.

Grant A

Grant A was provided to eligible participants commencing from January 2022 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant A shall not exceed 101,408 (84,506 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant A and the remaining 16,902 PSUs may be issued in the future, subject to the boost grant requirements being met.)

Grant B

Grant B was provided to eligible participants commencing from January 2023 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant B shall not exceed 357,132 (297,610 PSUs were granted to eligible participants under Grant B and the remaining 59,522 PSUs may be issued in the future, subject to the boost grant requirements being met.)

Grant C

Grant C was provided to eligible participants commencing from June 2024 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant C shall not exceed 3,387,278.  PSUs totaling 2,822,732 were granted to eligible participants under Grant C, and the remaining 564,546 PSUs may be issued in the future, subject to the boost grant requirements being met.  543,953 Restricted Stock Units (“RSUs”) were also issued where eligible participants are required to remain in service for a specified period with no performance condition attached to the RSUs.

Matching program

The Matching program was provided to eligible participants commencing from February 2024 in accordance with the terms of the LTIP.

The defined maximum number of shares under the Matching program shall not exceed 924,008 RSUs which were granted during 2024.

IPO Grant

The IPO Grant was subject to the completion of the IPO registration and approved by the board of director’s meeting on May 19, 2021, and is closed to new participants. The IPO grant mirrors the vesting conditions of Grant A, excluding the commencement date and share price on grant date used for measuring achievement of time and vesting conditions.

The defined maximum number of shares under the IPO grant shall not exceed 410,115 (289,183 PSUs were granted and the remaining 120,932 PSU might be issued subject to the boost grant requirements being met).

The table below reflects the share plan activity for the periods ended March 31, 2025, and December 31, 2024:

61,404 Grant C RSU’S vested for the three-month period ended March 31, 2025. The Group issued Class A common shares of the Company as compensation for 20,468 units with the remaining settlement to take place in due course. The intention of the Committee as of March 31, 2025, is to settle any future vesting through delivery of Class A common shares of the Company to participants.

Refer to note 23 for expenses incurred for the three-month periods ended March 31, 2025, and 2024.

The original weighted-average fair value of PSU and RSU shares was determined on the grant date and calculated based on a Monte Carlo simulation, which incorporates the effects of the performance conditions on the fair value. Dividends were not considered separately in the model since the participants are compensated with more shares when dividends are distributed during the vesting period and because the Total Shareholder Return (“TSR”) performance condition already considers dividends distributed as part of the calculation.

Reconciliation of the capital reserves account:

Basic earnings per share have been calculated based on the Group’s consolidated net income attributable to the holders of the Company’s common shares for the three-month period ended March 31, 2025.

Share transactions that affected basic earnings per share

Moneda deferred consideration

On January 29, 2025, an amendment to the Moneda share purchase agreement was executed with Moneda’s former partners who are currently employees of the Group to settle the second installment of deferred consideration with equity through issuance of the Company’s Class A common shares (refer to note 21(b)(i)). On January 31, 2025, 2,423,546 Class A common shares were issued. The weighted average impact of the issuance (approximately 1,670,000 shares) has been included in the basic earnings per share for the three-month period ended March 31, 2025.

Employee-profit sharing

Certain employees received their profit sharing awards for the year ending December 31, 2024, in the form of Class A common shares of the Company. As the shares vested on receipt of the equity compensation, settled on February 28, 2025, the weighted average impact of the issuance (approximately 286,000 shares) has been included in the basic earnings per share for the three-month period ended March 31, 2025.

VBI call option exercised

On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022. The option arrangement includes the acquisition of 50% common shares and the preferred stocks from previous owners of VBI with the purchase consideration that includes an equity settlement of R$ 175.3 million (approximately US$ 30.5 million) that will be settled with the issuance of Class A common shares of the Company in two equal tranches during January 2025 and January 2026. The 2025 tranche was settled on January 21, 2025, and the weighted average impact of approximately 1,247,000 shares has been included in the basic earnings per share for the three-month period ended March 31, 2025.

For the second tranche to be settled in 2026, except for the passage of time, no vesting conditions are linked to the issue of the shares. The weighted average impact of approximately 1,330,000 shares has been included in the basic earnings per share below for the three-month period ended March 31, 2025.

Vesting of Grant C restricted stock units

On January 19, 2025, 61,404 Grant C restricted stock units vested and will be settled issuing Class A common shares of the company. The weighted average impact of the issuance of (approximately 49,000 shares) has been included in the basic earnings per share for the three-month period ended March 31, 2025.

Potential share transactions considered for diluted earnings per share

Share based incentive plans

The dilutive effect of the equity incentive programs is dependent on whether vesting conditions are deemed to be met on the reporting date. As of March 31, 2025, and December 31, 2024, the TSR performance conditions were not met. Equity incentive programs with vesting conditions could potentially dilute basic earnings per share in future.

The weighted average impact of share-based incentive plans without performance conditions (RSU shares) was included as part of calculated diluted earnings per share for the three-month period ended March 31, 2025 (approximately 279,000 shares).

Igah

The impact from Igah Option arrangements to be settled in Class A common shares of the Company was excluded from the calculated diluted earnings per share as call options will always have an anti-dilutive effect.

CSHG deferred consideration – with vesting requirements

Key employees of the acquired CSHG funds will be compensated through the issuance of Class A common shares of the Company as part of the business combination between the Group and Credit Suisse. The total future compensation of approximately US$ 9.5 million is subject to a vesting period of between one to five years. The weighted average number of potential shares to be issued in future, if vesting conditions are met, was included in the calculation of diluted earnings per share for the three-month period ended March 31, 2025 (approximately 270,000 shares).  

There are no further outstanding financial instruments or agreements convertible into potentially dilutive common shares for the period ended March 31, 2025.

The Company translates the financial information of its subsidiaries from their functional currency to U.S. dollars, which is the Company's and the Group's presentation currency. The effects of the translation are accounted for and presented on Equity under the caption "Cumulative Translation Adjustments".

As of March 31, 2025, the Group had five subsidiaries with non-controlling interests as per the table below.